/raid1/www/Hosts/bankrupt/TCR_Public/230215.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, February 15, 2023, Vol. 27, No. 45
Headlines
100 ORCHARD: Wins Interim Access to Brick Moon's Cash Collateral
2ND CHANCE INVESTMENT: Court OKs Deal on Cash Collateral Access
AAD CAPITAL: Unsecured Creditors be Paid in Full or be Reinstated
AP GAMING: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
APOLLO ENDOSURGERY: Stockholders OK Merger with Boston Scientific
APPLIED DNA: Posts $3.8 Million Net Loss in 1st Quarter Fiscal 2023
ASHTON ALEXANDER: Court OKs Cash Collateral Access Thru May 31
ASPIRA WOMEN'S: Stockholders OK Authorized Common Stock Increase
AULT ALLIANCE: Ecoark to Acquire BitNile.com in $100M Stock Deal
AVAYA INC: Case Summary & 30 Largest Unsecured Creditors
AVIRTA LLC: NC Foreclosure Sale Bid-Rigging Suit Partially Stayed
AYALA PHARMACEUTICALS: Incurs $14.4M Net Loss in FY Ended Oct. 31
BED BATH: Davis Polk Advises ABL Agent on Credit Amendment
BERTUCCI'S RESTAURANTS: Payments to Alcohol Vendors Okayed
BRIGHTHOUSE GREEN: Class 6 Unsecureds Will Get 3.37% of Claims
CADIZ INC: Amends Credit Agreement With B. Riley
CAN B CORP: White Hair Solutions Has 1.7% Stake as of Dec. 31
CANO HEALTH: Millennium Mgmt, Two Others Hold 0.5% Class A Shares
CCC CONSULTING CORPORATION: Taps LimNexus as Bankruptcy Counsel
CLEANSPARK INC: Posts $29 Million Net Loss in First Quarter FY 2023
CLEVELAND INTEGRITY: Gets Nod for Owl Rock-Led Sale Process
CLEVELAND INTEGRITY: Wins Court OK of $13MM DIP Loan from Owl Rock
CNBX PHARMACEUTICALS: Two Directors Resign From Board
CONTERRA ULTRA: S&P Alters Outlook to Negative, Affirms 'B-' ICR
COTY INC: S&P Upgrades ICR to 'BB-' on Continued Deleveraging
CREEPY COMPANY: Wins Cash Collateral Access Thru March 10
CRYPTO CO: Borrows $115K From Fast Capital
CUSTOM ALLOY: Exclusive Filing Period Extended to March 12
DANNY & CORIE: Seeks to Use $40,000 of Cash Collateral
DELPHI BEHAVIORAL: $11MM DIP Loan from Brightwood Wins Interim OK
DIV005 LLC: U.S. Trustee Appoints Creditors' Committee
DOCUPLEX INC: Court OKs Continued Cash Collateral Access
EAST BROADWAY: Secured Creditor Files Amendment to Disclosures
ENVEN ENERGY: S&P Raises ICR to 'B', Off CreditWatch Positive
ERICKSEN ARBUTHNOT: Law Firm Files Its Own Subchapter V Case
EVERNEST HOLDINGS: Seeks Approval to Hire Appraisal Pro Advisors
F.R. ALEMAN: Court OKs Cash Collateral Access Thru Feb 22
FREE SPEECH: Sandy Hook Families Retain Nardello Pro Bono
FTX GROUP: Lawsuit Says Signature Bank Aided Fraud
FTX GROUP: SBF, Other Insiders Face Chapter 11 Subpoenas
GENOCEA BIOSCIENCES: Net Asset Proceeds to Fund Plan Payments
GIRARDI & KEESE: Girardi Competency Hearing in LA Wire Fraud Case
GRAND CANYON: Starts Subchapter V Bankruptcy Case
HAYNIE TRUCKING: Case Summary & Seven Unsecured Creditors
HEARTBRAND HOLDINGS: Hearing on Exclusivity Bid Set for March 8
HORIZON GLOBAL: Closes Merger With First Brands
J CREW PROPERTY: Commences Subchapter V Bankruptcy Proceeding
JLK CONSTRUCTION: Seeks Cash Collateral Access
K STREET LLC: Gets OK to Hire 10Ninety Group as Property Manager
KEYSTONE GAS: Exclusive Filing Period Extended to April 12
L.C. CONSTRUCTION: Files Emergency Bankruptcy Petition
LANNETT CO: Effects 1-for-4 Reverse Common Stock Split
MARINER HEALTH: Exclusive Filing Period Extended to April 17
MARTIN MIDSTREAM: Closes Sale of $400 Million Senior Secured Notes
MEDLY HEALTH: Gets Court OK for $19.4-Mil. Sale to Walgreens
MIDLAND ELECTRIC: Court OKs Cash Collateral Access Thru April 15
NABORS INDUSTRIES: Posts $69 Million Net Loss in Fourth Quarter
NATIONAL REALTY: Exclusive Filing Period Extended to May 3
NATIVE ENGINEERS: Seeks Cash Collateral Access Thru March 1
NB HOTELS: Amends AmeriCredit Secured Claims Pay Details
NEW YORK INN: Wins Interim Cash Collateral Access
NIELSEN & BAINBRIDGE: Court OKs $60MM DIP Loan from KKR
NS FOA: Case Summary & 13 Unsecured Creditors
NUZEE INC: Sooncha Kim Has 9.79% Equity Stake as of Dec. 31
OLYMPIA SPORTS: Hearing on Exclusivity Bid Set for Feb. 22
PACKABLE HOLDINGS: Court OKs Deal on Cash Collateral Access
PETNESS WORLD: Unsecureds Will Get 20% of Claims in 5 Years
PICCARD PETS: Court OKs Cash Collateral Access Thru March 7
PRECISION 1 CONTRACTING: Seeks Cash Collateral Access
PROFESSIONAL BUSINESS: Files for Chapter 11 Bankruptcy
REALMARK MARINA: Seeks to Hire McHale as Financial Advisor
REALMARK MARINA: Taps GrayRobinson as Litigation Counsel
RIDER HOTEL: Hearing on Exclusivity Bid Set for Feb. 28
SCREENVISION LLC: S&P Downgrades ICR to 'CCC+', Outlook Negative
SEDGWICK CLAIMS: S&P Rates New $3.5BB First-Lien Term Loan 'B'
SELAH MOUNTAIN: Court OKs Interim Cash Collateral Access
SERTA SIMMONS: U.S. Trustee Appoints Creditors' Committee
SILVER STAR: Case Summary & Eight Unsecured Creditors
SMILE HOMECARE: Court OKs Interim Access to Cash Collateral
SOTERA HEALTH: S&P Rates New $425MM First-Lien Term Loan 'BB-'
SOUND INPATIENT: S&P Downgrades ICR to 'B-' on Weak Liquidity
STIMWAVE TECHNOLOGIES: Amends Plan; Confirmation Hearing March 21
SUPREME WORX: Unsecureds to Get Share of Income for 3 Years
T.G. HOLDINGS: Seeks Cash Collateral Access
TALOS ENERGY: S&P Upgrades ICR to 'B' on EnVen Energy Acquisition
TEXAS CORE ENERGY: Case Summary & 20 Largest Unsecured Creditors
TRAYLOR CHATEAU: Trustee Taps Summers Compton Wells as Counsel
TUESDAY MORNING: Case Summary & 40 Largest Unsecured Creditors
UNDER ARMOUR: S&P Alters Outlook to Stable, Affirms 'BB' ICR
UNIQUE TOOL: March 30 Plan Confirmation Hearing Set
VESTA HOLDINGS: Unsecureds to Recover Up to 100% in Plan
W L HOUSTONS: Amends Fort Bend County Secured Claim
WEBER INC: Incurs $114 Million Net Loss in First Quarter
XTRA INCORPORATED: Taps Caldwell & Riffee as Legal Counsel
XTRA INCORPORATED: Taps Isaac Smith to Sell Huntington Property
YELLOW CORP: Swings to $21.8 Million Net Income in 2022
[*] U.S. Bankruptcy Filings Dipped 6.3% in 2022
*********
100 ORCHARD: Wins Interim Access to Brick Moon's Cash Collateral
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The U.S. Bankruptcy Court for the Southern District of New York
authorized 100 Orchard Street LLC d/b/a Blue Moon Hotel to use the
cash collateral of Brick Moon Capital LLC and the U.S. Small
Business Administration, nunc pro tunc and effective as of the
Petition Date, on an interim basis in accordance with the budget,
with a 10% budget.
As previously reported by the Troubled Company Reporter, Brick has
a duly perfected senior lien and security interest in all of the
Debtor's pre-petition assets, including the Debtor's real property,
the Hotel and all room revenues collected by the Hotel.
To perfect its interests in the collateral, Brick filed a UCC-1
financing statement with the New York Secretary of State. As of
the Petition Date, Brick asserts it is owed at least $10 million.
The SBA has a duly perfected junior lien and security interest in
the Debtor's personal property. To perfect its interests in the
Collateral, the SBA filed a UCC-1 financing statement with the New
York Secretary of State. As of the Petition Date, the SBA asserts
it is owed approximately $500,000.
As adequate protection to protect the Lenders from the diminution
in value of the cash collateral, the Lenders were granted (a)
replacement liens and security interests in all of the Debtor's
assets acquired post-petition including cash to the extent that
said liens were valid, perfected and enforceable as of the Petition
Date, subject to (i) the claims of Chapter 11 professionals duly
retained and to the extent awarded pursuant to sections 330 and 331
of the Bankruptcy Code, (ii) United States Trustee fees pursuant to
28 U.S.C. section 1930, and interest pursuant to 31 U.S.C. Section
3717, and (iii) the payment of any allowed claim of any
subsequently appointed chapter 7 trustee to the extent of $10,000;
and will not extend to estate causes of action and the proceeds of
any recoveries of estate causes of action under Chapter 5 of the
Bankruptcy Code.
The Court said all other terms and conditions set forth in the
Sixth Interim Order regarding the Debtor's continued use of cash
collateral, along with the prior interim cash collateral orders,
will apply with the same force and effect to the Seventh Interim
Order and the Debtor's continued use of cash collateral.
A copy of the Court's order and the Debtor's February 2023 budget
is available at https://bit.ly/3HQWTp4 from PacerMonitor.com.
The Debtor projects $81,200 in gross revenue and $74,217 in total
expenses for the month.
About 100 Orchard St. LLC
100 Orchard St. LLC operates a 22-room boutique hotel known as the
"Blue Moon Hotel," located in the lower east side of Manhattan, at
100 Orchard Street. The Hotel is a historical building built in
1879. Beginning in 2002, 100 Orchard redesigned the five-story
tenement and restored the building to function as a stately
eight-story hotel. It was a five-year art preservation and design
project that received an award by National Geographic, acknowledged
by the Historic Districts Council, and written up in 50 major
articles. The Hotel was instrumental in revitalizing commerce south
of Delancey Street.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23,
2022.
In the petition signed by Randy Settenbrino, president and managing
member, the Debtor disclosed $25,341,713 in assets and $11,166,747
in liabilities.
Judge David S. Jones oversees the case.
Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the
Debtor's counsel.
2ND CHANCE INVESTMENT: Court OKs Deal on Cash Collateral Access
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The U.S. Bankruptcy Court for the Central District of California,
Santa Ana Division, authorized 2ND Chance Investment Group, LLC to
use cash collateral from January 6, 2023, on a final basis in
accordance with its agreements with Lantzman Investments, Inc. and
LMF2 LP.
The Debtor requires the use of cash collateral to maintain
insurance premiums and protect and preserve the real property of
the bankruptcy estate.
The Debtor owns or has an interest in 13 parcels of real property.
Five of those parcels are subject to assignment of rent liens by
LMF, which are serviced by FCI Loan Servicing Inc.
The Debtor entered into separate cash collateral stipulations with
Lantzman and LMF2, both signed by Mark Lantzman, in order to
provide the Debtor access to funds to pay property expenses from
rental income for real property of the bankruptcy estate including
insurance premiums. Lantzman and LMF2 are adequately protected with
respect to the use of cash collateral because of equity in the
subject properties.
The Debtor will prioritize any generated rental income to first pay
property insurance and other related expenses to maintain and
preserve the real property prior to payments to Lantzman and LMF2.
Lantzman and LMFS2 agree that no post-petition contractual payment
will be required in the year 2023 absent a sale of the real
property.
Lantzman and LMF2 acknowledge that if the Debtor is not making
monthly mortgage payments on impounded accounts, Lantzman and LMF2
will pay any property tax due on each of the parcels of real
property of the respective stipulations until said parcel(s) is
sold in the course of the bankruptcy case or through any
installment due in 2023, whichever happens earlier.
LMF2 and Lantzman both agree that they are each adequately
protected by equity for each of the real property parcels.
A copy of the motion is available at https://bit.ly/3IfY3Mi from
PacerMonitor.com.
A copy of the order is available at https://bit.ly/3xhPVoo from
PacerMonitor.com.
About 2ND Chance Investment Group, LLC
2ND Chance Investment Group, LLC owns in fee simple title 13 real
properties located in various locations in California and
Washington having an aggregate value of $7.02 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-12142) on December
21, 2022. In the petition signed by Rayshon A. Foster, managing
member, the Debtor disclosed $7,221,261 in assets and $11,002,949
in liabilities.
Judge Scott C. Clarkson oversees the case.
Amanda G. Billyard, Esq., at Financial Relief Law Center, APC, is
the Debtor's legal counsel.
AAD CAPITAL: Unsecured Creditors be Paid in Full or be Reinstated
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AAD Capital Partners LLC and Market Street Shreveport LLC filed
with the U.S. Bankruptcy Court for the Northern District of Georgia
a Disclosure Statement for Joint Plan of Reorganization dated
February 9, 2023.
AAD, a Georgia limited liability company, is a holding company and
is the parent and managing member of Market Street, a Louisiana
limited liability company. AAD was formed in 2012 to effectuate
certain investments of its subsidiaries and affiliates.
Market Street was formed in 2015 and is part of a corporate family
of entities owned, in large part, by AAD. Market Street owns
property located at 509 Market Street, Shreveport, Louisiana and
operates as The Standard Downtown Lofts (the "Standard Lofts"). The
Standard Lofts is a mixed-use retail and multifamily residential
property featuring 72 uniquely designed apartment homes, as well as
individual basement, ground floor, and mezzanine level retail and
office spaces.
The Debtors commenced the Chapter 11 Cases with the goals of
continuing to operate and refinance long-term obligations while
preserving value for all stakeholders. Market Street's operations
and cash flows have remained stable; however, over the past three
years, the global pandemic has strained liquidity for certain of
the Debtors' affiliates and the affiliates collectively sought to
manage liquidity issues through various practices, including
dividends and intercompany loans.
As part of customary inter-company transactions, Market Street
transferred cash assets to or for the benefit of both AAD and
certain non-Debtor affiliates. Market Street initially believed
that its affiliates would be able to repay certain advances and
loans so that Market Street would be able to fulfill its
obligations to creditors, but cash flows remained strained, and
Market Street recently defaulted on certain obligations to its
primary secured lender, Arena Limited SPV LLC. Faced with the
threat of receiverships and foreclosure by one or more creditors,
the Debtors sought the breathing room and protections of chapter 11
and the automatic stay.
The Debtors' assets far exceed the value of their liabilities, and
the Debtors intend to pay all creditors in full through the
mechanisms provided in the Plan.
Classes 6(a) and 6(b) consists of General Unsecured Claims. On the
Effective Date, each Holder of an Allowed Class 6(a) or 6(b) Claim
shall, at the option of the Plan Proponents, be entitled to the
treatment set forth below in option A, B or C.
* Option A: Allowed Class 6(a) or 6(b) Claims with respect to
which the Plan Proponents elect option A shall be Reinstated. The
failure of the Plan Proponents to file an objection, prior to the
Effective Date, with respect to any Class 3(a) Claim that is
Reinstated hereunder shall be without prejudice to the rights of
the Reorganized Debtors to contest or otherwise defend against such
Claim in an appropriate forum when and if such Claim is sought to
be enforced. Any cure amount that the Debtors may be required to
pay pursuant to section 1124(2) of the Bankruptcy Code on account
of any such Reinstated Class 6(a) or 6(b) Claim shall be paid on
the latest of (a) the Effective Date, (b) the date on which such
Claim becomes Allowed, and (c) such other date as mutually may be
agreed to by and between such Holder and the Plan Proponents.
* Option B: Allowed Class 6(a) or 6(b) Claims with respect to
which the Plan Proponents elect option B shall be paid in 36 equal
and fully amortized installments, the aggregate sum of which shall
be equal to the full amount of the Allowed Claim with interest
accruing on the unpaid portion of such amortized amount over the 36
month payment period at the rate of 5% per annum.
* Option C: Allowed Class 6(a) or 6(b) Claims with respect to
which the Plan Proponents elect option D shall be satisfied in
accordance with such other terms and conditions as may be agreed
upon by the Plan Proponents and the Holder of such Allowed Secured
Claim.
For any Allowed Claim under $15,000, the Plan Proponents shall be
deemed to have elected option A and no other option shall be
available. For all other Allowed Class 6(a) or 6(b) Claims, the
Plan Proponents shall be deemed to have elected option B with
respect to all Allowed Class 6(a) or 6(b) Claims except those with
respect to which the Plan Proponents elect another option in
writing and filed not later than 5 business days prior to the
Confirmation Hearing. Classes 6(a) or 6(b) are Impaired Classes.
Classes 7(a) and 7(b) consist of Interests in the Debtors. On the
Effective Date, all Interests in the Debtors shall be transferred
to the Reorganized Debtors, providing each Holder with the same
legal, equitable, and contractual rights to which such Holder had
with respect to each Debtor. Classes 7(a) and 7(b) are Unimpaired
Classes.
On the Effective Date, the Debtors shall become the AAD Reorganized
Debtor and the Market Street Reorganized Debtor and shall operate
under the same corporate organizational documents, subject to all
legal, equitable, contractual rights and obligations as each
respective Debtor subject only to the modifications of rights,
obligations and Claims set forth herein and in any entered order of
the Bankruptcy Court confirming the Plan or otherwise modifying or
altering such legal, equitable or contractual rights, obligations
and Claims.
All Cash necessary to consummate the Plan shall be obtained from
(a) existing Cash balances, (b) the Reorganized Debtors' operations
on and after the Effective Date, (c) the sale of property of the
Reorganized Debtors (at the Reorganized Debtors' election and in
their sole discretion), and (d) the prosecution of the Retained
Actions pursuant to the Plan.
A full-text copy of the Disclosure Statement dated February 9, 2023
is available at https://bit.ly/3HRrUsQ from PacerMonitor.com at no
charge.
Counsel for the Debtors:
Ashley R. Ray, Esq.
Asjley Reynolds Ray, Esq.
SCROGGINS & WILLIAMSON, P.C.
4401 Northside Parkway, Suite 450
Atlanta, GA 30327
Tel: (404) 893-3880
Email: aray@swlawfirm.com
About AAD Capital Partners
AAD Capital Partners LLC, doing business as Peachtree Battle
Business Services, is a domestic limited liability company.
AAD Capital Partners LLC filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-58223) on
Oct. 12, 2022. In the petition filed by Edward Chen, as managing
member and owner, the Debtor reported assets and liabilities
between $10 million and $50 million.
The Debtor is represented by Ashley Reynolds Ray of Scroggins &
Williamson, P.C.
Judge James R. Sacca oversees the case.
Arena Limited SPV, LLC, as secured creditor is represented by Eric
W. Anderson, Esq. at Parker Hudson Rainer & Dobbs, LLP and R.
Joseph Naus, Esq. at Wiener, Weiss & Madison, a Professional
Corporation.
AP GAMING: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on U.S.-based gaming
equipment provider AP Gaming Holdings LLC, including its 'B' issuer
credit rating.
S&P said, "The stable outlook reflects our expectation that a
continued recovery in its operating performance will gradually
improve its S&P Global Ratings-adjusted debt to EBITDA to about 4x
while its free operating cash flow (FOCF) to debt remains about 3%
in 2023.
"The affirmation reflects our expectation that a continued
improvement in AP Gaming's leverage in 2023, supported by the
ongoing recovery in its operating performance, will offset the
effect of rising interest costs. We forecast the company's S&P
Global Ratings-adjusted leverage will improve to about 4x in 2023,
down from the mid-4x area as of the end of 2022, primarily due to
increased EBITDA as its equipment sales and international installed
base continue to recover toward pre-pandemic levels and it benefits
from sequential growth in its premium cabinet sales. AP Gaming's
number of electronic gaming machines sold through the third-quarter
remained about 20% below its results in 2019, though it has
sequentially improved over the past six quarters. Additionally, the
company's international RPD has improved for nine consecutive
quarters and recovered to over 90% of its 2019 levels in the third
quarter, although it pruned about 7% of its international installed
base in the third quarter because it did not believe those units
would be reactivated following COVID-related shutdowns.
"We expect that AP Gaming's international RPD will return to 2019
levels in the first half of 2023, supported by the continued
macroeconomic recovery in Mexico. We also anticipate that the
company's equipment sales will continue to recover toward
pre-pandemic levels through 2023, particularly because most casino
operators have fully recovered from the pandemic with stronger
balance sheets, enabling them to continue investing in slot machine
refreshes. We believe the company's equipment sales will also
benefit from the good demand for historical horse racing (HHR)
machines and management's continued investment and focus on premium
cabinets, which will support higher average lease and sales prices.
Premium cabinets accounted for about 14% of AP Gaming's domestic
installed base as of the third quarter of 2022, up from
approximately 10% as of the end of 2021, and we expect that its
continued focus on increasing the proportion of premium cabinets in
its domestic installed base will lead to increasing domestic RPD
and gaming revenue.
"Despite our expectation for EBITDA growth and improved leverage,
AP Gaming's cash flow will be pressured by rising interest
rates.The company is significantly exposed to rising interest rates
because its entire capital structure is composed of floating-rate
debt and it does not hedge its interest-rate exposure. S&P Global
economists expect the U.S. Federal Reserve will front-load more
interest rate hikes this year such that the federal funds rate
reaches its 5.00%-5.25% target range by the second quarter of 2023
and remains there until the Fed decides to cut rates (possibly in
late 2023 if there are signs prices are stabilizing). However,
given the risk for more rate hikes this year and next, amid
still-elevated pricing pressure and a continued hot jobs market,
the Fed may need to keep rates higher for even longer and could
choose not to cut rates later this year. Because of the higher SOFR
base rate on AP Gaming's debt service, we project that its interest
expense could be about $52 million in 2023, which compares with our
original forecast of about $28 million. Therefore, we project FOCF
to debt of about 3% in 2023, which is down from our prior
expectation of about 6.5%.
"We expect the company will use its FOCF to reduce its leverage and
make continued investments in its portfolio, including small
tuck-in acquisitions. We expect AP Gaming will generate modest FOCF
and use it to reduce its leverage to pre-COVID levels while
continuing to invest in its installed base and expand its footprint
through small tuck-in acquisitions (similar to its January 2022
acquisition of Lucky Lucky Blackjack Side Bet). We also believe the
company will increase its investment in research and development
(R&D) to support the development of new products and content.
Notwithstanding the rising interest rate environment, we forecast
AP Gaming will generate $15 million-$30 million of FOCF in 2023,
which will lead its FOCF to debt to remain about 3%. We also
anticipate it will potentially use its FOCF for voluntary debt
reduction absent attractive acquisition targets or other investment
opportunities. Management publicly communicated a net leverage
target of 4.0x as of the end of 2022, which translates to about
4.4x when incorporating our adjustments.
"The stable outlook on AP Gaming reflects our expectation that a
continued recovery in its operating performance will gradually
improve its S&P Global Ratings-adjusted debt to EBITDA to about 4x
while its FOCF to debt remains about 3% in 2023 because of rising
interest rates."
S&P could lower its ratings on AP Gaming if:
-- Its S&P Global Ratings-adjusted leverage increases above 6.5x;
and
-- It sustains FOCF to debt in the low-single digit percent area.
S&P could raise its ratings on AP Gaming if it sustains S&P Global
Ratings-adjusted leverage of well under 5x and FOCF to debt of
comfortably above 5%.
ESG credit indicators: To E-2, S-3, G-2; from E-2, S-4, G-2
S&P said, "Health and safety factors have improved, in our view,
and are now a moderately negative consideration in our credit
rating analysis of AP Gaming. As a result, we revised our social
credit indicator to S-3 from S-4. The company's international
installed base, which is heavily concentrated in Mexico, recovered
more slowly than its U.S. installed base. However, the pace of the
recovery in its revenue from this segment accelerated in recent
quarters, with international RPD recovering to over 90% of 2019
levels in the third quarter of 2022. AP Gaming's domestic RPD
recovered above its 2019 levels in 2021 because the U.S. regional
gaming market recovered quickly from the implementation of various
health and safety measures, including temporary casino closures.
Nonetheless, while we view the pandemic as a rare and extreme
disruption unlikely to recur at the same magnitude, safety and
health scares are an ongoing risk. Additionally, regulatory risks
are a moderately negative consideration in our credit rating
analysis because the company is highly regulated in the
jurisdictions where it operates."
APOLLO ENDOSURGERY: Stockholders OK Merger with Boston Scientific
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Apollo Endosurgery, Inc. held a special meeting of its stockholders
at which the stockholders:
(a) adopted the Agreement and Plan of Merger, dated Nov. 29,
2022, by and among Apollo, Boston Scientific Corporation and
Textile Merger Sub, Inc., an indirect wholly owned subsidiary of
Boston Scientific, pursuant to which Boston Scientific will acquire
Apollo via a merger of Textile Merger Sub with and into Apollo,
with Apollo continuing as the surviving corporation and an indirect
wholly owned subsidiary of Boston Scientific; and
(b) approved, on an advisory (non-binding) basis, the
compensation of Apollo's named executive officers that is based on
or otherwise relates to the Merger Agreement and the transactions
contemplated by the Merger Agreement.
In connection with the Special Meeting, Apollo also solicited
proxies with respect to any proposal to adjourn the Special Meeting
to a later date or dates, if necessary or appropriate, including to
solicit additional proxies to approve the proposal to adopt the
Merger Agreement if there are insufficient votes to adopt the
Merger Agreement at the time of the Special Meeting. Because there
were sufficient votes represented at the time of the Special
Meeting to approve the proposal to adopt the Merger Agreement, the
proposal to approve one or more adjournments of the Special Meeting
was moot and was not presented for approval by Apollo's
stockholders at the Special Meeting.
About Apollo Endosurgery
Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a
medical technology company focused on less invasive therapies to
treat various gastrointestinal conditions, ranging from
gastrointestinal complications to the treatment of obesity.
Apollo's device-based therapies are an alternative to invasive
surgical procedures, thus lowering complication rates and reducing
total healthcare costs. Apollo's products are offered in over 75
countries and include the OverStitch Endoscopic Suturing System,
the OverStitch Sx Endoscopic Suturing System, and the ORBERA
Intragastric Balloon.
Apollo Endosurgery reported a net loss of $24.68 million for the
year ended Dec. 31, 2021, a net loss of $22.61 million for the year
ended Dec. 31, 2020, and a net loss of $27.43 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $116.03
million in total assets, $73.72 million in total liabilities, and
$42.31 million in total stockholders' equity.
APPLIED DNA: Posts $3.8 Million Net Loss in 1st Quarter Fiscal 2023
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Applied DNA Sciences, Inc. reported a net loss of $3.84 million on
$5.26 million of total revenues for the three months ended Dec. 31,
2022, compared to a net loss of $4.72 million on $4.16 million of
total revenues for the three months ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $20.30 million in total
assets, $11.14 million in total liabilities, and $9.16 million in
total equity.
"Applied DNA delivered a solid start to the fiscal year with
sequential and year-over-year revenue growth driven by molecular
diagnostic testing demand at ADCL, our clinical laboratory
subsidiary, several orders for linearDNA, including a pair of
orders from first-time biopharma customers for mRNA research and
development use, and from deferred textile DNA tagging revenue,"
stated Dr. James A. Hayward, president and CEO of Applied DNA.
"Our top-line performance was paired with a 72% and 74% reduction
in operating loss sequentially and year-over-year, respectively,
due in part to higher testing volumes coupled with cost management
actions previously taken at ADCL.
"We also achieved progress on our strategic priority of
establishing linearDNA and our LinearDNA platform as the common
denominator for the manufacture of the next generation of nucleic
acid-based therapies while working to concurrently position ADCL
and our supply chain traceability businesses for profitable growth
and positive cash flows," continued Dr. Hayward. "Since the launch
of our linearDNA IVT template production offering last summer,
interest has grown steadily as the industry gains an appreciation
for our capacity for high quality, enzymatically produced template
to meet therapy developers' need for this critical mRNA
manufacturing starting material. Concurrently, the industry's
clinical interest in mRNA extends beyond COVID-19 vaccines to new
applications for mRNA, such as personalized cancer treatments and
other therapeutic uses. Our linearDNA IVT templates can be produced
rapidly with chemical modifications and highly homogeneous poly(T)
tails that we believe are very well suited to support this next
chapter in mRNA therapeutics.
"Our linearDNA activities were also centered on fine-tuning our
platform and forging relationships with platform materials partners
to create a rapid, end-to-end production platform to capture
commercial-scale IVT templating and, potentially, mRNA production
opportunities empowered by the unique qualities of linearDNA. To
that end, we remain committed to our timeline to building a cGMP
manufacturing facility by the end of the current calendar year but
are pivoting to a cost-efficient footprint within our corporate
headquarters that maintains our ability to produce cGMP-grade
product for current and prospective customers to validate for use
in clinical trials. We also plan to leverage our platform
advantages in the coming months to offer industry-leading
DNA-sequence-to-IVT-template turnaround times."
Concluded Dr. Hayward, "At ADCL, we believe we are well positioned
to leverage the population health platform we built during the
pandemic to propel this subsidiary into the genetic testing
marketplace of the future. Approaching enterprise customers with a
reference lab model differentiates ADCL from those labs struggling
to gain reimbursement from third parties and insurance companies.
We have successfully completed our clinical validation and data
analysis for our pharmacogenomics (PGx) testing panel and plan to
file our validation package with New York State Department of
Health in the coming weeks. Prospective PGx customer feedback has
been very encouraging and gives us confidence that PGx testing can
be a profitable post-pandemic path forward. In our supply chain
traceability business, we continued to add CertainT platform
customers for isotopic analysis testing, which is an excellent
complement to DNA tagging. We are encouraged by the macro
environment for textile material provenance testing following the
recent passage of the federal Omnibus Bill that increases funding
for compliance with the Uyghur Forced Labor Prevention Act."
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/744452/000110465923017571/tm236000d1_ex99-1.htm
About Applied DNA
Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a
biotechnology company developing technologies to produce and
detect
deoxyribonucleic acid ("DNA"). Using the polymerase chain reaction
("PCR") to enable both the production and detection of DNA, the
Company operates in three primary business markets: (i) the
manufacture of DNA for use in nucleic acid-based therapeutics; (ii)
the detection of DNA in molecular diagnostics testing services; and
(iii) the manufacture and detection of DNA for industrial supply
chain security services.
Applied DNA reported a net loss of $8.27 million for the year ended
Sept. 30, 2022, a net loss of $14.28 million for the year ended
Sept. 30, 2021, and a net loss of $13.03 million for the year ended
Sept. 30, 2020. As of Sept. 30, 2022, the Company had $22.26
million in total assets, $9.35 million in total liabilities, and
$12.91 million in total equity.
ASHTON ALEXANDER: Court OKs Cash Collateral Access Thru May 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
Ashton Alexander Properties, LLC, Ashton Alexander Properties I,
LLC, Dean Taly Properties, Inc., Dean Taly Properties I, LLC and
ATS Group, LLC to use cash collateral on an interim basis in
accordance with the budget through May 31, 2023.
As adequate protection for the use of cash collateral, Truist Bank
is granted valid, binding, enforceable and perfected replacement
security interests in and replacement liens on all now owned or
hereafter acquired property and assets of the Debtor.
All replacement liens granted will attach in the same order of
priority as existed pre-petition.
A further interim hearing on the matter is set for June 1 at 10
a.m.
As previously reported by the Troubled Company Reporter, on May 10,
2018, Truist Bank provided ATG Group, LLC with a line of credit in
the original amount of $600,000. After several modification
agreements and extensions of existing deadlines, the Debtor's books
and records reflect that approximately $637,835 is due and owing to
Truist Bank on account of this line of credit. The Truist LOC is
guaranteed by (1) Dean Taly Properties, Inc., (2) Ashton Alexander
Properties, LLC, and Damon Pennington.
On October 26, 2015, Truist Bank provided a loan to Ashton
Alexander Properties, LLC in the original principal amount of
$165,000. The Debtor's books and records reflect that approximately
$139,731 is due and owing to Truist Bank on account of Truist Note
1. As security for Truist Note 1, Truist Bank holds a mortgage on
309 Market Street in Camden, NJ. Truist Note 1 is also guaranteed
by (1) Nordeen Harris and (2) Dean Taly Properties, Inc.
On April 12, 2018, Truist Bank provided a loan to Ashton Alexander
Properties, LLC and the Debtor's books and records reflect that
approximately $844,287 is due and owing to Truist Bank on account
of Truist Note 2. Truist Note 2 is secured by a mortgage on 517-519
Market Street in Camden, NJ. Truist Note 2 is also guaranteed by
(1) Damon Pennington, (2) ATS Group, LLC and (3) Dean Taly
Properties, Inc.
On December 10, 2019, Wilmington Savings Fund Society provided a
loan to Dean Taly Properties I, LLC and the Debtor's books and
records reflect that approximately $214,152 is due and owing to
WSFS on account of the WSFS Loan. The WSFS Loan is secured by a
mortgage on 39 N. 4th Street in Camden, NJ and guaranteed by Damon
Pennington.
The Debtors, collectively, have approximately $600,000 in unsecured
debt and owe approximately $34,000 in unpaid real estate taxes.
The Debtors have substantial equity in certain of the properties,
across the collective portfolio described supra which provides a
healthy cushion for Truist Bank and WSFS.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3lxXnsA from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$7,112 for March 2023;
$7,112 for April 2023; and
$7,112 for May 2023.
About Ashton Alexander Properties, LLC
Ashton Alexander Properties, LLC and several affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
N.J. Lead Case No. 22-18903) on November 9, 2022. In the petition
signed by Damon J. Pennington, managing member, Ashton Alexander
Properties disclosed up to $50,000 in both assets and liabilities.
Judge Jerrold N. Poslusny, Jr. oversees the case.
Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin, is the
Debtors' legal counsel.
ASPIRA WOMEN'S: Stockholders OK Authorized Common Stock Increase
----------------------------------------------------------------
Aspira Women's Health Inc. held a special meeting of stockholders
on Feb. 6, 2023, at which the stockholders voted to approve an
amendment to the Company's Fourth Amended and Restated Certificate
of Incorporation, as amended, to increase the number of authorized
shares of the Company's common stock from 150,000,000 shares to
200,000,000 shares, and accordingly to increase the total number of
shares that the Company is authorized to issue to 205,000,000.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women. OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses. ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products. Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.
Aspira Women's reported a net loss of $31.66 million for the year
ended Dec. 31, 2021, a net loss of $17.91 million for the year
ended Dec. 31, 2020, a net loss of $15.24 million for the year
ended Dec. 31, 2019, and a net loss of $11.37 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $23.94
million in total assets, $12.76 million in total liabilities, and
$11.18 million in total stockholders' equity.
AULT ALLIANCE: Ecoark to Acquire BitNile.com in $100M Stock Deal
----------------------------------------------------------------
Ault Alliance, Inc. and Ecoark Holdings, Inc. announced that they
have entered into a share exchange agreement whereby, upon closing,
Ecoark will acquire 100% of the outstanding equity of Ault
Alliance's subsidiary BitNile.com, Inc.
BitNile.com's metaverse platform will launch on March 1, 2023,
representing an evolution of how people interact digitally with a
bidirectional connection to the physical. The Platform will
incentivize users through a tiered rewards system supported by a
revenue and reward model. The Platform will be device-agnostic,
where users will be able to play 3D immersive games, can purchase
both digital and physical products, experience various forms of
entertainment, and engage with a new social networking community
across any of their internet connected devices. The Platform will
allow users to participate in the metaverse with unique avatars and
customized skins.
At the closing of the Agreement, Ecoark will acquire BitNile.com
from Ault Alliance and other founders, in exchange for shares of
Ecoark preferred stock. The Preferred Stock will have a stated
value of $100 million, be convertible into shares of Ecoark common
stock, accrue dividends of 5% per annum for 10 years, and be
entitled to certain other rights as set forth in the certificate of
designation for the Preferred Stock. The closing of the Agreement,
pursuant to which Ault Alliance will be able to convert and vote up
to 19.9% of Ecoark's issued and outstanding shares of common stock,
is subject to Ecoark's receipt of a fairness opinion, each parties'
satisfaction of its due diligence review of the other party,
completion of required stock exchange and regulatory approvals, and
other customary closing conditions. The parties expect to complete
the acquisition of BitNile.com during February 2023. Ecoark will
seek approval by its shareholders at a meeting called for such
purpose, upon which Ecoark will be a majority-beneficially owned
subsidiary of Ault Alliance and Ault Alliance will be able to
convert and vote the entirety of the Preferred Stock.
In addition to the Platform, BitNile.com will also own, at the
closing, Ault Alliance's 19.9% equity ownership in Earnity, Inc.
Earnity aims to democratize access to the broadest array of
cryptocurrency assets in a secure, educational, and
community-oriented platform to global customers. In so doing,
Earnity provides users with the ability to earn, learn, collect and
gift a variety of tokens and portfolios. BitNile.com and Earnity
will collaborate on creating secure digital products and incentives
to enhance the user's metaverse experience.
Milton "Todd" Ault, III, Ault Alliance's Executive Chairman,
stated, "The BitNile.com platform has next generation capabilities
and technology, and we believe after the acquisition by Ecoark, a
Nasdaq listed company, the Platform will be well positioned to
expand, launching new business streams and products. We're at the
early stages of a land grab in the metaverse market right now, and
we expect BitNile.com will establish itself as a major player in
this market with a ready-to-launch suite of unique user experiences
in a browser-based, device-agnostic manner. We are excited to work
with the Ecoark team in creating this destination platform in the
metaverse and building something we expect to be truly
remarkable."
Ecoark's Founder, Chairman and CEO, Randy May, stated, "I am
grateful to continue our partnership with Todd Ault in structuring
this mutually beneficial transaction. I feel there is tremendous
potential with the unique metaverse offering of the Platform, and
we believe this strategic acquisition will allow us to develop new
partnerships leading to more rapid customer acquisition and premier
content creation to enhance the Platform and grow revenue and
profitability."
About Ault Alliance Inc.
Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, Ault Alliance owns and operates a data
center at which it mines Bitcoin and provides mission-critical
products that support a diverse range of industries, including oil
exploration, crane services, defense/aerospace, industrial,
automotive, medical/biopharma, consumer electronics, hotel
operations and textiles. In addition, Ault Alliance extends
credit
to select entrepreneurial businesses through a licensed lending
subsidiary. Ault Alliance's headquarters are located at 11411
Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.Ault.com.
BitNile reported a net loss of $23.97 million for the year ended
Dec. 31, 2021, a net loss of $32.73 million for the year ended Dec.
31, 2020, a net loss of $32.94 million for the year ended Dec. 31,
2019, and a net loss of $32.98 million for the year ended Dec. 31,
2018. As of Sept. 30, 2022, the Company had $610.90 million in
total assets, $155.03 million in total liabilities, $117.11 million
in redeemable noncontrolling interests in equity of subsidiaries,
and $338.76 million in total stockholders' equity.
AVAYA INC: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Avaya Inc.
350 Mount Kemble Avenue
Morristown, New Jersey 07960
Business Description: Avaya offers digital communications
products, solutions and services for
businesses of all sizes. Avaya delivers its
technology predominantly through software
and services, both on-premise and through
the cloud in a diverse range of industries,
including financial services, manufacturing,
retail, transportation, energy, media and
communications, healthcare, education,
and government.
Chapter 11 Petition Date: February 14, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Twenty-one affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Avaya Inc. (Lead Case) 23-90088
CTIntegrations, LLC 23-90087
Avaya Cala Inc. 23-90089
Avaya Cloud Inc. 23-90090
Avaya Emea Ltd. 23-90091
Intellisist, Inc. 23-90092
Avaya Federal Solutions, Inc. 23-90093
Avaya Holdings Corp. 23-90094
Avaya Holdings LLC 23-90095
Avaya Integrated Cabinet Solutions LLC 23-90096
Knoahsoft, Inc. 23-90097
Sierra Asia Pacific Inc. 23-90098
Sierra Communication International LLC 23-90099
Ubiquity Software Corporation 23-90100
Avaya Management L.P. 23-90101
VPNet Technologies, Inc. 23-90102
Avaya Management Services Inc. 23-90103
Avaya World Services Inc. 23-90104
CAAS Technologies, LLC 23-90105
Hyperquality, Inc. 23-90106
Hyperquality II, LLC 23-90107
Judge: Hon. David R. Jones
Debtors'
General
Bankruptcy
Counsel: Joshua A. Sussberg, P.C.
Aparna Yenamandra, P.C.
Rachael M. Bentley, Esq.
Andrew Townsell, 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: joshua.sussberg@kirkland.com
aparna.yenamandra@kirkland.co
rachael.bentley@kirkland.com
andrew.townsell@kirkland.com
- and -
Patrick J. Nash, Jr., P.C.
300 North LaSalle Street
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: patrick.nash@kirkland.com
Debtors'
Co-Bankruptcy
Counsel: Matthew D. Cavenaugh, Esq.
Genevieve M. Graham, Esq.
Rebecca Blake Chaikin, Esq.
Emily Meraia, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
Email: mcavenaugh@jw.com
rchaikin@jw.com
ggraham@jw.com
emeraia@jw.com
Debtors'
Investment
Banker: EVERCORE GROUP LLC
Debtors'
Restructuring
Advisor: ALIXPARTNERS LLP
Debtors'
Auditor: PRICEWATERHOUSECOOPERS LLP
Debtors'
Notice,
Claims &
Balloting
Agent: KURTZMAN CARSON CONSULTANTS LLC
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by Eric Koza as chief restructuring
officer.
Full-text copies of three of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YB76LRA/Avaya_Inc__txsbke-23-90088__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/LHJAHII/CAAS_Technologies_LLC__txsbke-23-90105__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/LBN3U7Y/HyperQuality_Inc__txsbke-23-90106__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Verint Americas Inc. Trade Debt $22,936,522
Emily Sandoval
800 North Point Parkway
Suite 100
Alpharetta, GA 30005
Tel: 770-754-8719
Email: emily.sandoval@verint.com
2. Microsoft Corporation Trade Debt $9,008,885
Oliver Raymond
11 Times Square
New York, NY 10036
Tel: 516-220-8783
Email: oliver.raymond@microsoft.com
3. Wistron Corporation Trade Debt $8,927,267
Stanley Chung
21F 88 SEC 1 Hsin Tai Wu Road
Taipei Hsein, 221
Taiwan
Tel: 886-0-2-6612-2905
Email: stanley_ch_chung@wistron.com
4. SHI International Corp Trade Debt $7,706,044
Rick Marks
290 Davidson Avenue
Somerset, NJ 08873
Tel: 732-868-5964
Email: rick_marks@shi.com
5. Solaborate LLC Trade Debt $7,250,000
Stanley M. Gibson
1900 Avenue of the
Stars, 7th Floor
Los Angeles, CA 90067-4308
Tel: 310-203-8080
Email: sgibson@jmbm.com
6. Tapfin Process Trade Debt $6,857,021
Solutions
Katie Powers
100 Manpower Place
Milwaukee, WI 53212
Tel: 804-683-5393
Email: katie.powers@tapfin.com
7. Avnet Inc. Trade Debt $4,151,633
Karina Seir
2021 Lakeside Blvd
Richardson, TX 75082
Tel: 305-925-8210
Email: avnet-pmt-remit@avnet.com
8. Mera Software Trade Debt $3,786,145
Services Inc.
Bill Timm
333 Thornall Street
7th Floor
Edison, NJ 08837
Tel: 214-471-0117
Email: bill.timm@orioninc.com
9. Rimini Street Inc. Trade Debt $3,647,076
Sebastian Grady
72751 W Lake Mead Blvd
Ste 300
Las Vegas, NV 89128
Tel: 510-914-1712
Email: sgrady@riministreet.com
10. Nuance Communications Inc. Trade Debt $2,966,978
Stephanie Bodah
One Wayside Road
Burlington, MA 01803
Tel: 978-977-2000
Email: ar@nuance.com
11. ConvergeOne Trade Debt $2,520,886
Joy Amelia
10900 Nesbitt Ave S
Bloomington, MN 55437
Tel: 973-487-8727
Email: wieralerts@
convergeone.com
12. VMware Inc. Trade Debt $2,512,505
Michael Stivers
3401 Hillview Avenue
Palo Alto, CA 94304
Tel: 973-356-7536
Email: mstivers@vmware.com
13. Sutherland Global Trade Debt $2,253,922
Services
Vijay Venugopal
1160 Pittsford Victor Road
Pittsford, NYU 14534
Tel: 866-805-0089
Email: sgsavayainvoices@
sutherlandglobal.com
14. CIS Secure Computing Inc. Trade Debt $2,126,912
Maria Kim
21050 Ashburn Crossing
Dr Suite 145
Ashburn, VA 20147
Tel: 703-289-3522
Email: accountsreceivable@
cissecure.com
15. Marketsource Inc. Trade Debt $2,098,473
Miatta Sonii
11675 Great Oaks Way
Suite 200
Alpharetta, GA 30022
Tel: 770-674-5000
Email: financeops-associateteam@
marketsource.com
16. TMA Solutions Co Ltd. Trade Debt $1,714,828
Alex Newcombe
111 Nguyen Dinh Chinh Street
Ho Chi Minh City, 70000
Vietnam
Tel: 84-0283990384
Email: anewcombe@tma.com.vn
17. Innovatia Technical Trade Debt $1,691,679
Services Inc.
Andrea Sherwood
Atrium Suites 1 Germain Street
Saint John, NB E2L 4V1
Canada
Tel: 506-640-4118
Email: andrea.sherwood@innovatia.net
18. Concentrix CVG Trade Debt $1,611,296
Customer Management
Trish McGarvey
44111 Nobel Drive
Fremont, CA 94538
Tel: 902-537-0647
Email: trish.mcgarvey@concentrix.com
19. Intradiem Inc. Trade Debt $1,547,149
Bryan Menetre Jr.
3650 Mansell Rd
Suite 500
Alpharetta, GA 30022
Tel: 810-406-6071
Email: ar@intradiem.com
20. Luxoft Global Trade Debt $1,486,589
Operations GMBH
Ioana Mihut
Gubelstrasse 24
Zug 6300
Switzerland
Tel: 414-172-32040
Email: lgoavayacoupa@luxoft.com
21. Betsol LLC Trade Debt $1,452,867
Amanda Chambers
10901 W 120th Avenue
Broomfield, CO 80021
Tel: 720-452-6577
Email: accountsreceivable@betsol.com
22. Syncreon Technology Trade Debt $1,151,662
USA LLC
Becky Wells
2851 High Meadow
Circle Suite 250
Auburn Hills, MI 48326
Tel: 248-377-4700
Email: accountsreceivableus17@
syncreon.com
23. OD Soft LLC Trade Debt $1,095,583
Oleksii Batyrev
16192 Coastal Hwy
Lewes, DE 19958
Tel: 650-472-3707
Email: abatyrev@gmail.com
24. DataDog Inc. Trade Debt $1,051,533
Robert Grant
620 18th Ave
45th Floor
New York, NY 10018
Tel: 415-516-7105
Email: robert.grant@datadoghq.com
25. Altran ACT S A S Trade Debt $1,049,171
Amit Oberoi
96 Avenue Charles D Gaulle
Paris, 92200
France
Tel: 444-422-6001
Email: all_revenue_team@capgemini.com
26. Great Software Trade Debt $966,647
Laboratory PVT Ltd
Amod Bhate
Amar Arma Genesis Baner
Pune, Maharashtra
411045
India
Tel: 91-98228-60795
Email: amod.bhate@gslab.com
27. AB Soft Inc. Trade Debt $905,799
Lora Paslova
1343 San Mateo Ave
South San Francisco,
CA 94080
Tel: 650-472-3085
Email: lora.paslova@ab-soft.net
28. Red Hat Inc. Trade Debt $903,943
Adam Kuzinski
100 East Davie St
Raleigh, NC 27601
Tel: 972-999-5309
Email: akuzinsk@redhat.com
29. Google Inc. Trade Debt $890,683
Jocelyn De Almeida
1600 Amphitheatre
Parkway
Mountain View, CA 94043
Tel: 704-668-6966
Email: jdealmeida@google.com
30. Aiven Oy Trade Debt $854,416
Dan Gouge
Antinkatu 1, Helsinki, 100,
Finland
Tel: 416-886-6671
Email: daniel.gouge@aiven.io
AVIRTA LLC: NC Foreclosure Sale Bid-Rigging Suit Partially Stayed
-----------------------------------------------------------------
Grace Dixon of Law360 reports that a North Carolina federal judge
has stayed proceedings against Avirta LLC, which a jury found had
played a role in a real estate investment company's foreclosure
sale bid-rigging scheme, after the company filed for Chapter 11
bankruptcy in Utah.
About AVIRTA LLC
AVIRTA LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 22-25002) on Dec. 24,
2022. In the petition filed by Mark Allen, as manager, the Debtor
reported assets and liabilities between $1 million and $10
million.
The Debtor is represented by:
Steven William Shaw
ShawLaw Legal PLLC
OFFICE OF RECORD
918 S CRESCENT WAY
MAPLETON, UT 84664
AYALA PHARMACEUTICALS: Incurs $14.4M Net Loss in FY Ended Oct. 31
-----------------------------------------------------------------
Ayala Pharmaceuticals, Inc. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $14.36 million on $250,000 of revenue for the year ended
Oct. 31, 2022, compared to a net loss of $17.86 million on $3.24
million of revenue for the year ended Oct. 31, 2021.
As of Oct. 31, 2022, the Company had $25.93 million in total
assets, $2.30 million in total liabilities, and $23.63 million in
total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2012,
issued a "going concern" qualification in its report dated Feb. 9,
2023, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001100397/000149315223004167/form10-k.htm
About Ayala Pharmaceuticals
Formerly known as Advaxis, Inc., Ayala Pharmaceuticals, Inc. is a
clinical-stage oncology company focused on developing and
commercializing small molecule therapeutics for patients suffering
from rare and aggressive cancers, primarily in genetically defined
patient populations.
BED BATH: Davis Polk Advises ABL Agent on Credit Amendment
----------------------------------------------------------
Davis Polk advised the administrative agent under an asset-based
revolving credit agreement among Bed Bath & Beyond Inc., the agent
and other parties in connection with an amendment to the ABL credit
agreement to, among other things, decrease the aggregate
asset-based revolving commitments from $1.13 billion to $565
million, provide for an additional $100 million of first-in
last-out (FILO) loans advanced by the company's existing FILO
lenders, waive all outstanding defaults and rescind a previously
issued acceleration of the obligations under the ABL credit
agreement.
Concurrent with the execution of the amendment, the company
effectuated an underwritten public offering of convertible
preferred stock and warrants to purchase convertible preferred
stock and common stock. Upon the closing of the equity offering,
the company received initial gross cash proceeds of $225 million
and, subject to the satisfaction of certain conditions, has certain
rights to receive an additional $800 million of gross cash proceeds
in future installments. The net cash proceeds of the equity
offering and the additional FILO loans will be used for working
capital, including to repay the company's outstanding revolving
loans under the ABL credit agreement, subject to reborrowing in
accordance with the terms of the credit agreement.
Bed Bath & Beyond Inc. was founded in 1971 and is an iconic
American retailer that sells a wide assortment of home and
baby-related products. Its brands include Bed Bath & Beyond,
Harmon, Face Values and buybuy BABY.
The Davis Polk restructuring team included partners Marshall S.
Huebner, Natasha Tsiouris and Adam L. Shpeen and associates Gene
Goldmintz, Michael Pera and Jinhe Hu. The finance team included
partner Kenneth J. Steinberg, counsel Benjamin Cheng and associate
Bernard Tsepelman. Partner Marcel Fausten and associate Michael
Jiang provided capital markets 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 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 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 $245.2 million as compared with Feb.
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.
BERTUCCI'S RESTAURANTS: Payments to Alcohol Vendors Okayed
----------------------------------------------------------
David Minsky of Law360 reports that a Florida federal judge on
Tuesday approved an emergency motion by Bertucci's Restaurants LLC
to pay nearly $48,000 to a group of state-controlled alcohol
vendors in order for them to continue supplying beer, liquor and
wine products deemed crucial to the company's continued operations
under Chapter 11 bankruptcy.
About Bertucci's Restaurants
Bertucci's Restaurants, LLC, is a Florida limited liability company
that was formed in May 2018. The Company owns and operates
approximately 47 Italian-themed restaurants under the name
Bertucci's Brick Oven Pizza & Pasta.
Bertucci's Restaurants sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04313) on Dec.
5, 2022. In the petition signed by Jeffrey C. Sirolly, secretary,
the Debtor disclosed up to $50,000 in assets and up to $100 million
in liabilities.
Judge Grace E. Robson oversees the case.
R. Scott Schuker, Esq., at Shuker and Dorris, P.A., is the Debtor's
legal counsel.
BRIGHTHOUSE GREEN: Class 6 Unsecureds Will Get 3.37% of Claims
--------------------------------------------------------------
Brighthouse Green Home Cleaning, LLC and Jason Adkins filed with
the U.S. Bankruptcy Court for the Middle District of Tennessee a
Joint Plan of Reorganization dated February 9, 2023.
Brighthouse or the Company is a locally owned and operated provider
of janitorial services for commercial, residential, and hotel
clients in Nashville, Brentwood and Franklin, Tennessee.
Brighthouse was formed by owner and manager Jason Adkins in 2015
and has been providing janitorial services since that time. The
Company has approximately 85 employees and its principal place of
business is located at 101 Creekside Crossing, Brentwood, TN
37027.
The Nashville labor market prior to COVID was very competitive, but
COVID and the downturn in the market has created a labor crisis.
Further, inflation has taken a toll on operations, specifically
fuel costs realized last year. All of these factors created a
financial crisis in an otherwise stable and viable business, and
lack of cash flow forced Brighthouse to seek Chapter 11 protection
to restructure its obligations. Because Jason Adkins personally
guaranteed most of Brighthouse's debts, he joined in the Company's
Chapter 11 filing on January 6, 2023.
This Plan is the Debtors' comprehensive proposal intended to
balance honoring their obligations to creditors while restructuring
their finances in a manner sufficient to ensure continuation of the
business.
Class 6 consists of all Unsecured Claims against Debtor Brighthouse
Green Home Cleaning, LLC, including but not limited to Deficiency
Claims. Each Holder of an Allowed Class 6 Claim shall be paid its
Pro Rata portion of Debtor Brighthouse Green Home Cleaning, LLC's
Disposable Income in quarterly disbursements during the Commitment
Period, with the first such payment due on the Effective Date. The
Debtor estimates Class 6 Allowed Unsecured Claims to be
$1,417,819.49. Accordingly, the expected Pro Rata Distribution on
account of Class 6 Claims will be approximately 3.37%.
Class 7 consists of all Unsecured Claims against Debtor Jason
Adkins that are not included in another Class. Each Holder of an
Allowed Class 7 Claim shall be paid its Pro Rata portion of Debtor
Jason Adkins's Disposable Income in quarterly disbursements during
the Commitment Period, with the first such payment due on the
Effective Date. The Debtor estimates Class 7 Allowed Unsecured
Claims to be $1,457,360.80. Accordingly, the expected Pro Rata
Distribution on account of Class 7 Claims will be less than 1%.
Class 8 includes all equity interests in the Debtors. Except for
any property to be sold, abandoned, or otherwise relinquished under
this Plan, Jason Adkins shall retain his membership interest in
Brighthouse Green Home Cleaning, LLC and ownership of his
property.
The Debtors shall use proceeds from operations to pay all required
payments on the Effective Date and all payments due under the Plan
on an on-going basis.
A full-text copy of the Joint Plan dated February 9, 2023 is
available at https://bit.ly/3E2gcKY from PacerMonitor.com at no
charge.
Attorneys for Debtors:
Robert J. Gonzales, Esq.
Nancy B. King, Esq.
EmergeLaw, PLLC
4000 Hillsboro Pike, Suite 1112
Nashville, TN 37215
Phone: (615) 815-1535
Email: robert@emerge.law
nancy@emerge.law
About Brighthouse Green Home Cleaning
Brighthouse Green Home Cleaning, LLC is locally operated provider
of maid service in Nashville, Brentwood and Franklin. It prides
itself in using all-natural and allergy-reducing products,
including HEPA filtrations, microfiber and recyclable packaging.
Brighthouse Green Home Cleaning sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-00035)
on June 6, 2023. In the petition signed by its managing owner,
Jason Adkins, the Debtor disclosed $52,590 in assets and $2.814
million in liabilities.
Judge Charles M. Walker oversees the case.
Robert Gonzales, Esq., at Emergelaw, PLC, is the Debtor's legal
counsel.
CADIZ INC: Amends Credit Agreement With B. Riley
------------------------------------------------
Cadiz Inc. and its wholly-owned subsidiary, Cadiz Real Estate LLC,
as borrowers, entered into a First Amendment to Credit Agreement
with B. Riley Commercial Capital, LLC and B. Riley Securities,
Inc., as administrative agent, to amend certain provisions of the
Credit Agreement dated as of July 2, 2021, among the Borrowers, B.
Riley Commercial and the other lenders from time to time party
thereto, and BRS, as administrative agent for the lenders,
including the following:
* The lenders will have a right to convert from time to time up
to $15 million of outstanding principal, plus any PIK Interest and
any accrued and unpaid interest under the Credit Agreement into
shares of the Company's common stock at a conversion price of $4.80
per share. The lenders' right to convert is conditioned upon the
Company obtaining stockholder approval of an amendment to its
certificate of incorporation to increase the number of authorized
shares of the Company at its next annual meeting of stockholders,
expected to be held in June 2023. If the lenders elect to convert
the entire aggregate amount of the Convertible Loan, the Company
would be required to issue an aggregate amount of 3,125,000 shares
of common stock, not including shares issuable upon conversion of
any PIK Interest or accrued and unpaid interest on the Convertible
Loan. In addition, the Company has agreed to provide the lenders
with registration rights for resale of the shares issuable upon
conversion of the Convertible Loan.
* Prior to the maturity of the Credit Agreement, the Company
will have the right to require that the lenders convert the
outstanding principal amount, plus any PIK Interest and accrued and
unpaid interest, of the Convertible Loan if the following
conditions are met: (i) the average VWAP of the Company's common
stock on The Nasdaq Stock Market, or such other national securities
exchange on which the shares of common stock are listed for
trading, over 30 consecutive trading dates exceeds 115% of the
then Conversion Price, (ii) a registration statement registering
the resale of the shares issuable upon conversion of the
Convertible Loan has been declared effective by the Securities and
Exchange Commission, (iii) the Stockholder Approval has been
obtained, and (iv) there is no event of default under certain
provisions of the Credit Agreement.
* The maturity date of the Credit Agreement will be initially
extended from July 2, 2024 to June 30, 2025. Upon obtaining the
Stockholder Approval and so long as there is no event of default
under certain provisions of the Credit Agreement, the maturity date
for the Credit Agreement will automatically be extended to June 30,
2026.
* The annual interest rate will remain unchanged at 7.00%.
Interest on $20 million of the principal amount will continue to be
paid in cash. Interest on the $15 million principal amount of the
Convertible Loan will be paid in kind on a quarterly basis by
adding such amount to the outstanding principal amount of the
outstanding Convertible Loan.
In conjunction with the entry into the First Amendment to Credit
Agreement, the Borrowers, Octagon Partners LLC, an affiliate of
each of the Borrowers, and BRS, as administrative agent for the
lenders, entered into a First Amendment to Deed of Trust,
Assignment of Leases and Rents, Security Agreement, Financing
Statement and Fixture Filing, to amend all references to the
"Credit Agreement" in the Deed of Trust, Assignment of Leases and
Rents, Security Agreement, Financing Statement and Fixture Filing
dated as of July 2, 2021 to mean the Credit Agreement as amended by
the First Amendment to Credit Agreement.
About Cadiz Inc.
Founded in 1983 and headquartered in Los Angeles, California, Cadiz
Inc. -- http://www.cadizinc.com-- is a natural resources
development company dedicated to creating sustainable water and
agricultural opportunities in California. The Company owns 70
square miles of property with significant water resources in
Southern California and are the largest agricultural operation in
San Bernardino, California, where we have sustainably farmed since
the 1980s. The Company is also partnering with public water
agencies to implement the Cadiz Water Project, which was named a
Top 10 Infrastructure Project that over two phases will create a
new water supply for approximately 400,000 people and make
available up to 1 million acre-feet of new groundwater storage
capacity for the region.
Cadiz reported a net loss and comprehensive loss of $31.25 million
for the year ended Dec. 31, 2021, a net loss and comprehensive loss
of $37.82 million for the year ended Dec. 31, 2020, a net loss and
comprehensive loss applicable to common stock of $29.53 million for
the year ended Dec. 31, 2019, and a net loss and comprehensive loss
of $26.27 million for the year ended Dec. 31, 2018. As of Sept.
30, 2022, the Company had $104.12 million in total assets, $72.18
million in total liabilities, and $31.94 million in total
stockholders' equity.
CAN B CORP: White Hair Solutions Has 1.7% Stake as of Dec. 31
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, White Hair Solutions, LLC disclosed that as of Dec. 31,
2022, it beneficially owns 76,153 shares of common stock of Can B
Corp, representing 1.71 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/1509957/000191121023000001/whitehairsol.htm
About Can B Corp
Headquartered in Hicksville New York, Canbiola, Inc. (now known as
Can B Corp) -- http://www.canbiola.com-- develops, manufactures
and sells products containing cannabinoids derived from hemp
biomass and the licensing of durable medical devises.
Can B Corp. reported a net loss of $12.17 million for the year
ended Dec. 31, 2021, compared to a net loss of $8.88 million for
the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company
had $16.72 million in total assets, $12.22 million in total
liabilities, and $4.49 million in total stockholders' equity.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company's significant
operating losses raise substantial doubt about its ability to
continue as a going concern.
CANO HEALTH: Millennium Mgmt, Two Others Hold 0.5% Class A Shares
-----------------------------------------------------------------
Millennium Management LLC, Millennium Group Management LLC, and
Israel A. Englander disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Dec. 31, 2022, they
beneficially own 1,217,567 shares of Class A Common Stock, par
value $0.0001 per share, of Cano Health, Inc., representing 0.5
percent of the Class A Shares outstanding. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1273087/000127308723000087/CANO_SC13GA_2023.htm
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.
CCC CONSULTING CORPORATION: Taps LimNexus as Bankruptcy Counsel
---------------------------------------------------------------
CCC Consulting Corporation seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ LimNexus,
LLP as its bankruptcy counsel.
The firm's services include:
1) advising the Debtor regarding its powers and duties with
respect to the administration of its bankruptcy case;
2) representing the Debtor in proceedings or hearings before the
court unless the Debtor is represented in such proceeding or
hearing by a special counsel;
3) attending meetings and negotiating with creditors and other
parties-in-interest;
4) taking necessary actions to protect and preserve the estate,
including the prosecution of actions on the Debtor's behalf, the
defense of any action commenced against the Debtor or the estate,
negotiating on behalf of the Debtor with respect to all litigation
in which it is involved, and objecting to claims that are filed
against the estate;
5) preparing legal papers;
6) representing the Debtor in connection with any proceedings
relating to dispositions and use of its assets;
7) advising and assisting the Debtor in connection with the
preparation, confirmation, and consummation of a plan of
reorganization; and
8) other legal services.
The firm will be paid at these rates:
James E. Till, Esq., Partner $750 per hour
David Nealy, Associate $480 per hour
Martha Araki, Paralegal $275 per hour
Myrtle John, Paralegal $350 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor an advance retainer of $20,000.
James Till, Esq., a partner at LimNexus, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
James E. Till, Esq.
LimNexus, LLP
707 Wilshire Boulevard, 46th Floor
Los Angeles, CA 90017
Telephone: (213) 955-9500
Facsimile: (213) 955-9511
Email: james.till@limnexus.com
About CCC Consulting Corporation
CCC Consulting Corporation, a company in West Covina, Calif, filed
its voluntary petition for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 22-16853) on Dec. 16, 2022, with up to $50,000 in
assets and $1 million to $10 million in liabilities. Edmund
Cutting, chief executive officer and chief financial officer,
signed the petition.
Judge Ernest M. Robles oversees the case.
James E. Till, Esq., at LimNexus, LLP serves as the Debtor's legal
counsel.
CLEANSPARK INC: Posts $29 Million Net Loss in First Quarter FY 2023
-------------------------------------------------------------------
CleanSpark, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $29.03 million on $27.82 million of net total revenues for the
three months ended Dec. 31, 2022, compared to a net income of
$14.48 million on $37.12 million of net total revenues for the
three months ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $486.79 million in total
assets, $59.75 million in total liabilities, and $427.03 million in
total stockholders' equity.
CleanSpark stated, "We believe our cash and cash equivalents on
hand, together with cash we expect to generate from future
operations, will be sufficient to meet our working capital and
capital expenditure requirements for a period of at least twelve
months from the date of this Quarterly Report on Form 10-Q. We are
likely to require additional capital to respond to technological
advancements, competitive dynamics or technologies, customer
demands, business opportunities, challenges, acquisitions or
unforeseen circumstances and in either the short-term or long-term
may determine to engage in equity or debt financings. If we are
unable to obtain adequate financing or financing on terms
satisfactory to us, when we require it, our ability to continue to
grow or support our business and to respond to business challenges
could be significantly limited. In particular, the widespread
COVID-19 pandemic, including variants, rising inflation and
interest rates, and the conflict between Russia and Ukraine have
resulted in, and may continue to result in, significant disruption
and volatility in the global financial markets, reducing our
ability to access capital. If we are unable to raise additional
funds when or on the terms desired, our business, financial
condition and results of operations could be adversely affected."
Management Commentary
"We have reliably grown, quarter over quarter, as we execute an
operational strategy that we believe makes us one of the fastest
growing, most reliable, and most efficient publicly traded bitcoin
miners in North America," said Chief Executive Officer Zach
Bradford. "While we faced headwinds due to depressed bitcoin
prices during most of our fiscal first quarter, we persisted and
grew. Our average hashrate rapidly increased, outpacing global
hashrate, and we mined the most bitcoin ever in a single quarter.
Last month we had our highest monthly production ever, at nearly
700 bitcoins. We are starting to see all the hard work we put in
during our last quarter pay off and we expect to continue to
deliver on our goals as we work toward our calendar year end
guidance of 16 EH/s."
"Exactly one year ago we shared our vision and strategy for being a
top five miner. Not only did we achieve that goal rather quickly,
but we have also set the tone for other miners about what a proper
and prudent business model looks like in this industry," said Chief
Financial Officer Gary A. Vecchiarelli. "We have been thoughtful
and calculated buyers in this market, seeking out accretive
acquisitions and efficiently deploying capital. We have been
successful in sourcing and closing transactions which not only grow
our percentage of the total global hash rate, but also produce
meaningful bitcoin and cash flow while still paying down what
little debt we have. Despite recent macro headwinds in our first
quarter, we are excited for 2023 as a year of continued execution
and growth."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000827876/000095017023002371/clsk-20221231.htm
About CleanSpark
Headquartered in Bountiful, Utah, CleanSpark, Inc. --
www.cleanspark.com -- is a bitcoin mining company incorporated in
Nevada, whose common stock is listed on the Nasdaq Capital Market.
The Company, through itself and its wholly owned subsidiaries, has
operated in the bitcoin mining sector since December 2020. The only
cryptocurrency the Company mine is bitcoin. From March 2014 to June
30, 2022, the Company provided advanced energy technology solutions
to commercial and residential customers to solve modern energy
challenges in the alternative energy sector. As of June 30, 2022,
the Company deemed its energy operations to be discontinued
operations due to its strategic decision to strictly focus on its
bitcoin mining operations and divest of its energy assets.
CleanSpark reported a net loss of $57.33 million for the year ended
Sept. 30, 2022, a net loss of $21.81 million on $39.29 million for
the year ended Sept. 30, 2021, a net loss of $23.35 million for the
year ended Sept. 30, 2020, and a net loss of $26.12 million for the
year ended Sept. 30, 2019. As of Sept. 30, 2022, the Company had
$452.62 million in total assets, $48.61 million in total
liabilities, and $404.01 million in total stockholders' equity.
CLEVELAND INTEGRITY: Gets Nod for Owl Rock-Led Sale Process
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved the bidding procedures for the sale of substantially all
of the assets of Cleveland Integrity Services Inc and its
debtor-affiliates free and clear of liens, claims and interests.
All interested parties are invited to seek to become a qualified
bidder and submit a qualified bid to purchase all or a portion of
the Debtors' businesses and assets in accordance with the terms of
the bidding procedures order and the bidding procedures. The
deadline for potential bidders to submit bids is on March 1, 2023,
at 4:00 p.m.
An auction will take place on March 6, 2023, at 10:00 a.m., Central
Time at the offices of Gray Reed, 1300 Post Oak Blvd., Suite 2000,
Houston, Texas 77056, followed by a hearing to take place on March
10, 2023, at 1:30 p.m. Central Time, in the U.S Bankruptcy Court
for the Southern District of Texas, Houston Division, 515 Rusk
Street, Courtroom 401, Houston, Texas 77002.
Objections, if any, to the motion and proposed sale must be filed
with the Court no later than 4:00 p.m. Central Time on Feb. 24,
2023. The adequate assurance objections with respect to a
successful bidder other than the stalking horse bidder must be
filed by March 8, 2023, at 4:00 p.m. Central Time.
According to documents filed with the Court, the Debtors have
selected Owl Rock Capital Corporation, or its designee(s), to act
as a stalking horse bidder. Under the asset purchase agreement,
Owl Rock has offered to purchase substantially all of the Debtors'
assets for a purchase price comprised of, among other things, a $30
million credit bid, subject to higher and better offers.
The Debtors believe the value of their assets as a going concern is
far greater than the value of their parts. The Debtors noted they
have already received an indication of interest for their business
as a going-concern. The Debtors said they have negotiated an asset
purchase agreement to provide value in excess of the indication of
interest received prepetition as well as the expected liquidation
value. Such a sale is estimated to save thousands of jobs and
preserve a trading partner for vendors and customers. The Debtors
are working with their stakeholders to continue operating their
business until it is sold.
Additionally, the Debtors engaged Piper Sandler & Co. in August
2022 to provide financial advisory and investment banking services
regarding a value maximizing transaction for the Debtors. The
Debtors said they worked closely with Piper Sandler to develop a
marketing strategy designed to promote competitive offers from
experienced market participants.
About Cleveland Integrity
Cleveland Integrity Services, Inc. --
https://www.clevelandintegrity.com/ -- 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 as 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: Wins Court OK of $13MM DIP Loan from Owl Rock
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Cleveland Integrity Services, Inc. and
CIS Treasury, LLC to use cash collateral and obtain postpetition
financing, on a final basis.
The Debtors obtained senior secured postpetition financing on a
superpriority basis consisting of:
(a) a new money multiple draw term loan facility in the
aggregate principal amount of $13 million consisting of (1) $3
million to be made available to the Debtors in one or more draws
upon entry of the Interim Order and (2) up to an additional $10
million to be made available in one or more draws upon entry of the
Final Order; and
(b) subject to the entry and terms of the Final Order, a
roll-up of Prepetition Obligations of the Roll-Up Amount on a
cashless dollar-for-dollar basis under the DIP Facility,
in each case, pursuant to the terms and conditions of the Interim
Order, this Final Order, the Approved Budget, by and among CIS, as
borrower, CIS Treasury, LLC, as guarantor, and Owl Rock Capital
Corporation, as administrative and collateral agent.
As a condition to having access to the DIP Facility and the use of
cash collateral, the Debtors have agreed to these milestones:
(a) No later than three calendar days after the Petition Date,
entry by the Court of the Interim Order;
(b) No later than 30 calendar days after the Petition Date,
obtain entry by the Court of an order approving the Bid Procedures,
which order will be in form and substance acceptable to the DIP
Agent as determined in its sole discretion;
(c) No later than 30 calendar days after the entry of the
Interim Order, entry by the Court of the Final Order;
(d) No later than 40 calendar days after the Petition Date,
submission of qualified bids pursuant to the Bid Procedures Order;
(e) No later than 45 calendar days after the Petition Date,
hold an auction for the sale of the Debtors' assets pursuant to the
Bid Procedures Order;
(f) No later than 55 calendar days after the Petition Date,
entry by the Court of a sale order, which order will be in form and
substance acceptable to the DIP Agent and Required DIP Lenders in
their sole discretion; and
(g) No later than 60 calendar days after the Petition Date,
consummation of a sale in accordance with the Bidding Procedures
Order is approved by the Court.
FR Arsenal Holdings II Corp., and the Debtors serve as guarantors
under a Credit Agreement, dated as of September 8, 2016, with Owl
Rock Capital as administrative and collateral agent, and a
syndicate of lenders. About $159 million in principal amount is
outstanding as of the Petition Date under the Prepetition
Facility.
The Debtors require the use of cash collateral and DIP financing
to, among other things, (i) pay fees, costs and expenses incurred
in connection with the Chapter 11 Cases, (ii) fund any obligations
benefitting from the Carve-Out, (iii) permit the orderly
continuation of the operation of their businesses, (iv) maintain
business relationships with customers, vendors and suppliers, (v)
make payroll, and (vi) satisfy other working capital and
operational needs.
As adequate protection, the Prepetition Agent, for the benefit of
the Prepetition Secured Parties, is granted continuing valid,
binding, enforceable, and perfected postpetition replacement liens
pursuant to sections 361, 363(e), and 364(d)(l) of the Bankruptcy
Code on the DIP Collateral and administrative superpriority expense
claims in each of the Chapter 11 Cases.
A copy of the order is available at https://bit.ly/3XtBMPB from
PacerMonitor.com.
About Cleveland Integrity Services, Inc.
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.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90052) on
January 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.
CNBX PHARMACEUTICALS: Two Directors Resign From Board
-----------------------------------------------------
Dr. Inbar Maymon Pomeranchik resigned from her position as a
director and Board Member of CNBX Pharmaceuticals Inc. on Jan. 31,
2023.
Also on January 31, Gil Feiler presented his resignation as a
director and Board Member.
The resignations were not the result of any disagreements with
management, according to a Form 8-K filed by the Company with the
Securities and Exchange Commission.
About CNBX Pharmaceuticals
CNBX Pharmaceuticals Inc. is a clinical-stage company specializing
in the discovery, development and commercialization of novel
cannabinoid-based products and innovative technologies for the
treatment of cancer.
CNBX reported a net loss of $3.72 million for the year ended Aug.
31, 2022, compared to a net loss of $3.19 million for the year
ended Aug. 31, 2021. As of Nov. 30, 2022, the Company had $609,509
in total assets, $2.58 million in total current liabilities, and a
total stockholders' deficit of $1.97 million.
Tel - Aviv, Israel-based Weinstein International. C.P.A., the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated Nov. 29, 2022, citing that the
Company has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
CONTERRA ULTRA: S&P Alters Outlook to Negative, Affirms 'B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based bandwidth
infrastructure provider Conterra Ultra Broadband Holdings Inc. to
negative from stable and affirmed all the ratings, including the
'B-' issuer credit rating.
The negative outlook reflects the company's weak operating trends
and limited cushion for additional operational disruptions over the
next year.
S&P said, "The outlook revision reflects Conterra's
weaker-than-expected operating and financial performance in 2022.
We believe higher employee expenses and installation constraints
will drive lower-than-expected earnings compared to our previous
base-case forecast, such that S&P Global Ratings-adjusted leverage
(which includes restructuring and transaction expenses and excludes
any booked-but-not-billed adjustments) will likely be about 8x for
2022. In 2023, we expect revenue will increase because of a large
fiber-to-the-tower (FTTT) backhaul project. That said, we expect
leverage will remain around 8x, as mid-single-digit percent
earnings growth is offset by incremental revolver borrowings needed
to partially fund the company's significant cash burn.
"Elevated capital spending combined with high interest rates could
limit cash generation in the near-to-medium term. In 2023, we
believe that the company will record a free operating cash flow
(FOCF) deficit of about $35 million-$45 million as capital
expenditure (capex) is reduced by about $25 million, moderating to
the low-40% area. This compares with negative FOCF of $55 million
through the first nine months of 2022, due in part to elevated
capex as part of the company's large backhaul project. However, we
believe capital intensity could remain elevated in the long term if
the company looks to improve operating leverage through continued
capital investment. Furthermore, all of the company's capital
structure is floating rate debt. In the current interest rate
environment, we believe that the company could burn through an
additional $12 million-$14 million annually on elevated rates,
further limiting cash generation. Nevertheless, we believe that if
the company is performing well, the sponsors would likely infuse
additional equity into the company to preserve liquidity or
deleverage the business.
"The negative outlook reflects the company's weak operating trends
and limited cushion for additional operational disruptions over the
next year because leverage is elevated for the rating. If Conterra
is unable to improve revenue and EBITDA, its capital structure
could ultimately be unsustainable long term. Still, we recognize
the potential for deleveraging through an equity infusion from the
sponsor.
"We could lower the rating if operational issues indicate the
capital structure is unsustainable long term. Although less likely,
we could lower the rating if the company's liquidity position
begins to deteriorate to the point where the company would depend
on favorable business, financial, and economic conditions to meet
its financial commitments. This likely would be due to negative
free cash flow generation combined with limited support from the
sponsor.
"We could revise the outlook to stable if the company is able to
successfully reduce leverage to the 6x area, which likely would be
driven by an equity infusion from the sponsor."
ESG credit indicators: E-2, S-2, G-2
COTY INC: S&P Upgrades ICR to 'BB-' on Continued Deleveraging
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Coty Inc. to
'BB-' from 'B+', its issue-level rating on its senior secured debt
to 'BB' from 'BB-', and its issue-level rating on its senior
unsecured debt to 'BB-' from 'B+'. S&P's '2' recovery rating on the
senior secured debt and its '3' recovery rating on the senior
unsecured debt are unchanged.
S&P said, "The stable outlook reflects our expectation the company
will continue to expand its topline and profitability over the next
year and use free operating cash flow to pay down debt such that
its S&P Global Ratings-adjusted leverage declines to the mid-4x
area by the end of fiscal year 2023 and to about 4x by the end of
fiscal year 2024.
"The upgrade reflects the company's improved credit metrics,
supported by its EBITDA growth and debt reduction, as well as our
expectation it will further improve its leverage to the mid-4x area
or below over the next year.
"Coty's second-quarter performance exceeded our expectations
despite industry-wide constraints on the availability of key
fragrance components. Beauty demand remains robust, supported by
good momentum across the prestige and consumer beauty segment and
across all regions and key categories, including fragrance,
cosmetics, and bodycare. The company's prestige sales rose by the
high-single digit percent area in the first half of fiscal year
2023 due to the success of its product innovation and consumers'
return to travel retail. The consumer beauty business expanded by
10% year over year in the first half of fiscal year 2023 on market
share gains and higher prices. Coty's S&P Global Ratings-adjusted
EBITDA for the 12 months ended Dec. 31, 2022, increased by 5% year
over year due to an expansion in its gross margin stemming from
management's pricing execution in both its prestige and consumer
beauty segments, supply chain improvements, and improved trade
spending. Given these dynamics, the company's S&P Global
Ratings-adjusted leverage for the 12 months ended Dec. 31, 2022,
improved to the high-4x area from 5.4x as of the end of fiscal year
2022 (ended June 2022).
"We expect the company will maintain the good momentum in both its
prestige and consumer beauty businesses throughout this year as its
service levels improve due to the easing of ongoing component
shortages. We forecast Coty will expand its EBITDA margin on
supportive pricing, cost savings, and trade investment
optimization, which will be partially offset by some inflationary
headwinds. Therefore, we forecast its S&P Global Ratings-adjusted
leverage will improve to the mid-4x area by the end of fiscal year
2023."
Coty is focused on deleveraging toward its mid- to long-term target
of 2.0x-3.5x.
The company has a mid- to long-term target leverage ratio of
2.0x-3.5x based on management's calculations, which is roughly
equivalent to S&P Global Ratings-adjusted leverage about 2.7x-4.2x.
The company is making progress toward its target range, with
company-defined leverage as of the quarter ended Dec. 31, 2022, of
about 4x, and continues to target leverage in the 3x area for the
end of calendar year 2023. Coty is focused on deleveraging to this
target range before resuming distributions to its shareholders or
repurchasing shares. S&P said, "Therefore, we expect management
will continue to prioritize debt reduction, by using all of its
free operating cash flow and asset sale proceeds for debt
repayment, until it reaches its defined target leverage range.
Additionally, the company currently owns a 25.9% stake in Wella,
which has a book value of $1 billion. The company plans to sell its
stake in this asset by calendar 2025 and will use the proceeds for
debt reduction, which will help it reach its target range faster.
Note that our forecast does not currently include Wella's
monetization, though we believe Coty will not monetize the asset in
the near-term given its good liquidity position and positive growth
trajectory."
Coty continues to execute across all strategic growth pillars.
The company has continued to deliver on its strategic initiatives,
including its brand repositionings, increased portfolio
premiumization, product innovations across both prestige and
consumer beauty, and digital developments. In consumer beauty, Coty
delivered market share gains over the past year due to the
repositioning of its brands, which has supported a mid- to
high-single digit percent increase in its revenue (faster than the
mid-single digit percent pace in its consumer beauty marketing). In
the prestige business, it continues to expand the fragrance
category and premiumize its portfolio through premium launches,
such as Burberry Hero and Her, Gucci Flora Gorgeous Jasmine and
Gorgeous Gardenia, and Boss Bottled Parfum and Chloe Atelier des
Fleurs. The fragrance market continues to grow at the
high-single-digit percent pace in both North America and Europe,
exceeding the historical low- to mid-single digit percent rate.
Coty's prestige makeup sales in the U.S. are expanding at almost 3x
the speed of the broader market, fueled by its launches of new
Gucci and Kylie products. The company also has plans to accelerate
its skincare business, including the upcoming launch of Lancaster's
ultra-premium skincare line Ligne Princiere in China. The company's
travel retail revenue rose by about 40% year over year in the first
half of fiscal year 2023 and we expect global travel will continue
to recover from the pandemic.
S&P said, "The stable outlook reflects our expectation Coty will
continue to expand its topline and profitability and use its free
operating cash flow to pay down debt over the next year such that
its S&P Global Ratings-adjusted leverage declines to the mid-4x
area by the end of fiscal year 2023 and to about 4x by the end of
fiscal year 2024."
S&P could raise its ratings if it believed the company would
sustain leverage below 4x along with:
-- Sustained organic growth and market share gains combined with
improved cost structure leading to EBITDA margin improvement;
-- Continuing to execute its strategy of utilizing all excess cash
proceeds from future asset sales for debt reduction; and
-- It demonstrates conservative financial policies by refraining
from large, debt-financed dividends or acquisitions.
S&P could lower its ratings on Coty if its operating performance
starts to deteriorate and we expect adjusted leverage to sustain
above 5x, which could occur due to:
-- A worsening macroeconomic environment, heightened competition,
an operational misstep, higher inflation, or consumer trade down,
which lead to lower demand for the company's products; or
-- The company pursues a more aggressive financial policy that
entails debt-funded share repurchases and acquisitions.
ESG credit indicators: E-2, S-2, G-2
CREEPY COMPANY: Wins Cash Collateral Access Thru March 10
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Creepy Company, LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance through March 10, 2023.
In return for the Debtor's continued interim cash collateral use,
these parties are granted adequate protection for their purported
secured interests in cash collateral equivalents:
Bizfund, LLC
CFT Clear Finance Technology Corp.
Cloud fund
Goldman Sachs Bank USA, Sail Lake
Ouiby Inc. d/b/a Kickfurther
PayPal Working Capital
Shopify Capital Inc.
SBA/EIDL
U.S. Bank - SBA Paycheck Protection Loan
U.S. Bank/SBA
Union Funding Source, Inc.
The Debtor is directed to permit the Secured Parties and the
Subchapter V Trustee to inspect, upon reasonable notice and within
reasonable business hours. The Debtor must maintain and pay
premiums for insurance to cover the collateral from fire, theft,
and water damage.
The Secured Parties are granted replacement liens, attaching to the
Collateral, but only to the extent of their pre-petition liens,
with any valid liens attaching to the Collateral and its proceeds
until further Court order.
A further interim hearing on the matter is scheduled for March 9 at
10:30 a.m.
A copy of the order is available at https://bit.ly/3xiAlc4
fromPacerMonitor.com.
About Creepy Company LLC
Creepy Company LLC sells horror-themed blankets, rugs, lapel pins,
apparel and other products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-08660) on August 1,
2022. In the petition signed by Susanne C. Goethals, owner and
manager, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Carol A. Doyle oversees the case.
Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, is the
Debtor's counsel.
CRYPTO CO: Borrows $115K From Fast Capital
------------------------------------------
The Crypto Company disclosed in a Form 8-K filed with the
Securities and Exchange Commission it borrowed funds pursuant to a
Securities Purchase Agreement entered into with Fast Capital, LLC,
and Fast Capital purchased a 10% convertible promissory note from
the Company in the aggregate principal amount of $115,000. The
Note has an original issue discount of $10,000, resulting in gross
proceeds to the Company of $105,000. Pursuant to the SPA, the
Company agreed to reimburse Fast Capital for certain fees in
connection with entry into the SPA and the issuance of the Note.
The SPA contains certain covenants and customary representations
and warranties by the Company and Fast Capital typically contained
in such documents.
The maturity date of the Note is Jan. 30, 2024. The Note bears
interest at a rate of 10% per annum, and a default interest of 24%
per annum. Interest is payable in shares of Company common stock.
For the first six months, the Company has the right to prepay
principal and accrued interest due under the Note at a premium of
between 15% and 40% depending on when it is repaid. The Note may
not be prepaid after the 180th day of its issuance.
Fast Capital has the right at any time after the six-month
anniversary of the date of issuance of the Note to convert all or
any part of the outstanding and unpaid principal amount of the Note
into Company common stock, subject to a beneficial ownership
limitation. The conversion price of the Note equals 60% of the
lowest closing price of the Company's common stock for the 20 prior
trading days, including the day upon which a notice of conversion
is delivered.
The Note contains various covenants standard and customary events
of default such as failing to timely make payments under the Note
when due, the failure to maintain a listing on the OTC Markets or
the Company defaulting on any other note or similar debt obligation
into which the Company has entered and failed to cure within the
applicable grace period. The occurrence of any of the events of
default, entitle First Capital, among other things, to accelerate
the due date of the unpaid principal amount of, and all accrued and
unpaid interest on, the Note. Upon an "Event of Default", interest
shall accrue at a default interest rate of 24%, and certain defined
events of default may give rise to other remedies (such as, if the
Company is delinquent in its periodic report filings with the
Securities and Exchange Commission then the conversion price of the
Note may be decreased).
About Crypto Company
Malibu, CA-based The Crypto Company -- www.thecryptocompany.com --
is in engaged in the business of providing consulting services and
education for distributed ledger technologies, for the building of
technological infrastructure, and enterprise blockchain technology
solutions.
Crypto Company reported a net loss of $785,630 for the 12 months
ended Dec. 31, 2021, compared to a net loss of $2.82 million for
the 12 months ended Dec. 31, 2020. As of Sept. 30, 2022, the
Company had $2.49 million in total assets, $4.85 million in total
liabilities, and a total stockholders' deficit of $2.36 million.
CUSTOM ALLOY: Exclusive Filing Period Extended to March 12
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
the time Custom Alloy Corporation and CAC Michigan, LLC can keep
exclusive control of their Chapter 11 cases, giving them until
March 12 to file a bankruptcy plan and until May 11 to solicit
votes on that plan.
The ruling allows the companies to negotiate a plan for emerging
from Chapter 11 protection without the threat of a rival plan from
creditors.
About Custom Alloy Corporation
Custom Alloy Corporation is a manufacturer of specialty metals for
seamless and welded pipe fittings and forgings, predominantly for
customers requiring time-critical maintenance or repair. The
company is based in High Bridge, N.J.
Custom Alloy and affiliate, CAC Michigan, LLC, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Lead
Case No. 22-18143) on Oct. 13, 2022. At the time of the filing,
Custom Alloy reported $10 million to $50 million in assets and $50
million to $100 million in liabilities while CAC Michigan reported
up to $50,000 in assets and $10 million to $50 million in
liabilities.
Judge Michael B. Kaplan oversees the cases.
Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC
and SierraConstellation Partners, LLC serve as the Debtors' legal
counsel and financial advisor, respectively.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Nov. 4, 2022. The committee is represented
by Fox Rothschild, LLP.
DANNY & CORIE: Seeks to Use $40,000 of Cash Collateral
------------------------------------------------------
Danny & Corie Enterprises, Inc. asks the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, for authority to
use cash collateral for 14 days in the amount of $40,000 and
provide adequate protection.
The Debtor requires the use of cash collateral to pay its payroll,
office and administrative expenses, and insurance.
The Debtor owes the Internal Revenue Service. There is a notice of
federal tax lien on behalf of the IRS on January 10, 2023, for a
941 for the third quarter of 2022 against the Debtor which was
filed with the County Clerk of Harris County, Texas.
Alarm Connections, LLC, purchased accounts from the Debtor during
2017-2019 and for each of the accounts, they filed a UCC-1. FinWise
Bank (Mulligan Funding) also filed a UCC-1.
The Debtor consents to giving the IRS, Alarm Connections, and
FinWise Bank replacement liens.
The motion is being filed as an emergency motion since the Debtor
cannot spend any money until the motion is heard and granted. The
Debtor requests that a hearing be set within a reasonable period of
time. Payroll is set to be distributed on February 15, 2023.
A copy of the Debtor's motion and the budget is available at
https://bit.ly/3YLOz0y from PacerMonitor.com.
The Debtor projects $138,500 in gross income and $84,745 in total
expenses for 30 days.
About Danny & Corie Enterprises, Inc.
Danny & Corie Enterprises, Inc. is a residential and commercial
security company with systems and active monitoring, automation
networking and access control.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30487) on February
10, 2023. In the petition signed by John Daniel Cannon, president,
the Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Margaret M. McClure, Esq., at the Law Office of Margaret M.
McClure, is the Debtor's legal counsel.
DELPHI BEHAVIORAL: $11MM DIP Loan from Brightwood Wins Interim OK
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized Delphi Behavioral Health
Group, LLC and its debtor-affiliates to use cash collateral and
obtain postpetition financing, on an interim basis.
Delphi Intermediate Healthco, LLC obtained postpetition financing
in the aggregate principal amount of $11 million pursuant to and
subject to the terms of the Superpriority Secured
Debtor-in-Possession Credit Agreement with certain pre-Petition
Date lenders and Brightwood Loan Services, LLC, as administrative
agent.
The Debtors are permitted to access up to $5 million of the loan
upon entry of the 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 DIP financing to
meet payroll and other obligations necessary for their day-to-day
operations.
Brightwood also serves as administrative agent for the Senior
Secured Lenders under a Credit Agreement, dated as of April 8,
2020, as amended from time to time. The Prepetition Credit
Facility consisted of:
(a) term loans in the aggregate principal amount of $14
million,
(b) initial protective advances in the aggregate principal
amount of $7.5 million,
(c) priming protective advances in the aggregate principal
amount of $10.5 million, and
(d) super priming protective advances in the aggregate
principal amount of $5 million,
plus all accrued but unpaid interest, fees, expenses, and all other
obligations expressly provided for thereunder, or incurred in
connection therewith.
DR Parent, LLC, the managing member of DR Sub, LLC, which wholly
owns Delphi Intermediate Healthco, LLC, also entered into a credit
agreement dated April 8, 2020, with the Senior Secured Lenders and
the Prepetition Agent pursuant to which HoldCo was indebted and
liable to the Senior Secured Lenders in respect of the obligations
under the HoldCo Loan Agreement for term loans in the aggregate
amount of $12.5 million, plus all accrued but unpaid interest,
fees, expenses, and all other obligations expressly provided for
thereunder, or incurred in connection therewith. The Debtors are
unconditionally liable, without defense, counterclaim, offset or
setoff of any kind, with respect to the HoldCo Loan Obligations.
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 6, which is 28 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 April 4, 57 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 4, 57 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 final hearing on the matter is set for March 6, 2023 at 11 a.m.
A copy of the order is available at https://bit.ly/40P0DA1 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 King & Spalding LLP.
DIV005 LLC: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Div005,
LLC.
The committee members are:
1. General Welding Company Inc.
8411 Old Marlboro Pike, Suite 24
Upper Marlboro, MD 20772
2. Pointe Residential Builders Milbank, LLC
c/o Brandon Lacoff, Managing Member
255 Glenville Road
Greenwich, CT 06831
3. Vescom Structures Inc.
c/o Stanley Sternchos
62 West 62nd Street
Apt 21A
New York, NY 10023
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Div005 LLC
Div005, LLC is primarily engaged in manufacturing iron and steel
pipe and tube, drawing steel wire, and rolling steel shapes, from
purchased steel. The company is based in Winder, Ga.
Div005 sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ga. Case No. 22-21202) on Nov. 23, 2022. In the
petition signed by its manager, Harold Lerner, the Debtor disclosed
up to $50,000 in assets and up to $10 million in liabilities.
Judge James R. Sacca oversees the case.
Cameron M. McCord, Esq., at Jones & Walden, LLC and Merbaum &
Becker, P.C. serve as the Debtor's bankruptcy counsel and special
counsel, respectively.
DOCUPLEX INC: Court OKs Continued Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized
Docuplex, Inc. to continue using cash collateral, on a final basis
in accordance with the budget.
The Court said all other provisions of the Original Cash Collateral
Order will remain applicable, enforceable, and binding.
As previously reported by the Troubled Company Reporter, Equity
Bank holds an alleged properly perfected first-priority security
interest in the cash collateral, as well as all other equipment,
furniture, and personal property of the Debtor. The U.S. Small
Business Administration holds an alleged properly perfected second
priority security interest in the Debtor's accounts receivables,
non-titled machinery and equipment, general intangibles, goods, and
other forms of personal property.
Other creditors that may assert first priority purchase money
security interests in specific items of equipment are:
1) Heidelberg USA, Inc. (S_Coating GTT C CD102B Large Bail --
claim totals $8,848.73);
2) Canon Financial Services, Inc. (certain leased printers --
assets not owned by Debtor);
3) Fujifilm North America Corporation (FLH85Z Plate Processor
S/N 94199-0158 and Chiller S/N 109079002 -- claim totals
$17,099.96);
4) TCF Equipment Finance (ST100 6 Pocket Stitcher and
Fennimore Punch System -- claim totals $807.21); and
5) Key Equipment Finance (2009 Screen PTR8600S Thermal
Platesetter -- claim amount is unknown).
As partial adequate protection, Equity is granted a valid,
automatically perfected replacement lien against the Debtor's
assets for the full amount of the cash collateral that is utilized
pursuant to the Order. The replacement liens will have the same
validity, avoidability and priority as the security interests and
liens existing against the cash collateral as of the date of the
Order on the Motion. The replacement liens will be valid and
perfected without the need for the execution, recording or filing
of any further document or instrument or the taking of any further
act otherwise required under non-bankruptcy law.
Equity, for its benefit, is granted an additional and replacement
continuing valid, binding, enforceable, non-avoidable, and
automatically perfected post-petition security interest in and lien
on any and all presently owned and hereafter acquired personal
property and all other assets of the Debtors and the estate,
together with any proceeds thereof.
Equity will also receive from the Debtor, commencing not later than
September 30, 2022, and continuing monthly thereafter until (a)
confirmation of a chapter 11 plan, (b) dismissal of the case, (c)
conversion of the case to another chapter, or (d) subsequent order
of the Court, payments in the amount of $10,000 through January
2023 and $20,000 beginning in February 2023 as adequate
protection.
If Equity will provide the Debtor with a comprehensive, good faith
counter-offer not later than February 15, 2023, in response to the
Debtor's plan treatment offer transmitted on January 29, the
Specified Period will end on April 30. If Equity does not provide a
counter-offer by February 15, the Specified Period will end on May
31.
The evidentiary hearing scheduled for February 15 is cancelled.
A copy of the Court's order is available at https://bit.ly/3YHTJeJ
from PacerMonitor.com.
About Docuplex, Inc.
Docuplex, Inc. owns and operates a print and mailing company,
providing all varieties of commercial printing, finishing, and
direct mailing services. It is one of the largest providers of
these services in Wichita, Kansas. Docuplex does not own any real
property, but owns a significant amount of furniture, fixtures,
machinery, equipment, rolling stock, and inventory used in the
operation.
Docuplex sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Kan. Case No. 22-10734) on September 2, 2022. In
the petition signed by Gina Cherry, controller, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Mitchell L. Herren oversees the case.
David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A. and Larson &
Company, P.A. serve as the Debtor's legal counsel and accountant,
respectively.
Attorneys for creditor Equity Bank:
Scott M. Hill, Esq.
HITE, FANNING & HONEYMAN, L.L.P.
100 North Broadway, Suite 950
Wichita, KS 67202
Telephone: (316) 265-7741
E-mail: hill@hitefanning.com
EAST BROADWAY: Secured Creditor Files Amendment to Disclosures
--------------------------------------------------------------
Bank of Hope f/k/a BBCN Bank, secured creditor for the chapter 11
estate of East Broadway Mall, submitted a Second Amended Disclosure
Statement for Chapter 11 Plan of Liquidation for the Debtor dated
February 9, 2023.
The Plan provides for the assumption and assignment of the Debtor's
remaining interest in the Lease to the Approved New Tenant in
accordance with the provisions of the Term Sheet and the June 21,
2022 Stipulation and Order.
BOH believes the Plan will provide the best possible return to
Holders of Claims and Interests and is in the best interests of the
Debtor, its Creditors, and Interest Holders.
Upon the Effective Date, the Debtor's remaining interest in the
Lease shall be assumed and assigned to the Approved New Tenant,
Broadway East Group, LLC, or such other Approved New Tenant as may
be agreed to by BOH and the City as disclosed in the Plan
Supplement before the Confirmation Hearing, except that effective
on the Effective Date the terms of the Lease shall be governed by
the form of New Lease that has been substantially negotiated and
agreed to by the Approved New Tenant and the City and BOH would
receive a portion of the consideration in exchange for releasing
its lien on the Lease.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* Class 4A BOH Super-Priority Adequate Protection Claim as per
Final Cash Collateral Order will receive a distribution of Estate
assets on account of Allowed Claim after claims in classes 1, 2,
3B, and 4C are paid in full.
* Class 4B City Claim and other Unsecured Claims (including
BOH's unsecured deficiency claim) will waive its Lease cure claim
for the benefit of other Creditors except as provided in the Plan.
Other Creditors will receive their pro rata distribution of Estate
assets on account of Allowed Claims after claims 1, 2, 3B, 4A and
4C are paid in full.
* Class 4C Convenience Creditor may elect to receive a
distribution as part of class 4C on the effective date equal to 10%
of its allowed claim capped at $2000.
Class 5 Interests will receive no distribution.
The proposed agreement between the City, BOH, and the Approved New
Tenant will permit Administrative Claimants and Unsecured Creditors
to receive a Distribution because the City, BOH, and the Approved
New Tenant will be required to pay such claims to the extent
provided under the Plan out of monies that would otherwise be due
to the City and BOH.
The Plan also benefits the Guarantors of BOH's debt because the
Guarantors will receive a dollar for dollar credit against the
judgment that BOH has obtained against the Guarantors to the extent
BOH receives any Distributions under the Plan.
The Plan Administrator shall, in an expeditious but orderly manner
liquidate and convert to cash the assets of Debtor, make timely
Distributions, and not unduly prolong the duration of Debtor. In so
doing, the Plan Administrator shall exercise its reasonable
business judgment in liquidating the assets of Debtor to maximize
recoveries. The liquidation of such assets of Debtor may be
accomplished through the sale of the assets of Debtor (in whole or
in combination, and including the sale of any Causes of Action),
through the prosecution, compromise and settlement, abandonment, or
dismissal of any or all claims or Causes of Action, or otherwise.
A full-text copy of the Second Amended Disclosure Statement dated
Feb. 9, 2023 is available at https://bit.ly/3XtjIF9 from
PacerMonitor.com at no charge.
Attorneys for Bank of Hope:
James M. Sullivan, Esq.
Robert J. Malatak, Esq.
WINDELS MARX LANE & MITTENDORF, LLP
156 West 56th Street
New York, NY 10019
Telephone: (212) 237-1000
E-mail: jsullivan@windelsmarx.com
rmalatak@windelsmarx.com
About East Broadway Mall
East Broadway Mall, Inc., operates a commercial mall located at 88
East Broadway in the City, County and State of New York. On March
1, 1985, Debtor entered into a 50-year lease commercial lease, with
the City through the New York City Department of General Services
for use of land beneath the Manhattan Bridge. Upon execution of the
Lease in 1985, the Debtor expended more than one million dollars to
construct a mall on the land.
East Broadway Mall, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12280) on July 12,
2019. In the petition signed by its president, Grace Chan, the
Debtor was estimated to have assets and debts of less than $50,000.
The Debtor hired Sferrazza & Keenan, PLLC, as counsel, and The
Carey Group LLC, as special counsel.
ENVEN ENERGY: S&P Raises ICR to 'B', Off CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on oil and gas
exploration and production company Talos Energy Inc. to 'B' from
'B-' and removed it from CreditWatch, where S&P placed it with
positive implications on Sept. 22, 2022. The outlook is stable.
At the same time, S&P raised its issue-level rating on the
company's second lien notes to 'BB-' from 'B+' and removed them
from CreditWatch.
S&P subsequently withdrew its issuer credit rating on EnVen.
On Feb. 13, 2023, Talos Energy completed its acquisition of EnVen
Energy Corp.
These rating actions follow the close of Talos' acquisition of
EnVen. S&P said, "We raised our rating on the company and assigned
a stable outlook to equalize it with our rating and outlook on
Talos because we now consider EnVen to be a core entity of Talos.
We subsequently withdrew our issuer credit rating on EnVen."
EnVen's secured notes rank equally with those of Talos and S&P's
rating on the notes is now in line with its rating on Talos'
secured notes.
ERICKSEN ARBUTHNOT: Law Firm Files Its Own Subchapter V Case
------------------------------------------------------------
Ericksen, Arbuthnot, Kilduff, Day & Lindstrom Inc. filed for
chapter 11 protection in the Northern District of California. The
Debtor elected on its voluntary petition to proceed under
Subchapter V of chapter 11 of the Bankruptcy Code.
The Firm was founded and opened its first office in Oakland,
California in 1950. Over the following decades, the Firm prospered
and expanded into additional California markets—opening offices
in San Francisco in 1967, Sacramento in 1970, Fresno in 1974, San
Jose and Los Angeles in 1983, Walnut Creek in 2000, and Bakersfield
in 2021. Since its formation, the Firm has offered services in a
variety of practice areas, with the Firm's primary focus being the
representation of insurance companies and insureds in litigation
matters. Ultimately, the Firm grew to more than 40 attorneys
throughout the state of California.
In the last few years, the Firm's profitability decreased as a
result of many factors, including (i) stagnant or decreased hourly
rates for insurance defense work, (ii) the COVID-19 pandemic, and
(iii) increased overhead and employee costs. The Firm's financial
difficulties were exacerbated by shareholder departures, including
the departure of substantially all partners, associates, and staff
from the Firm's Fresno, Bakersfield, and Sacramento offices in
2022, which continued or increased Firm obligations while
diminishing revenues. Unfortunately, the significant shareholder
departures had a spiral effect on Firm operations, generally
resulting in decreased profitability, which in turn contributed to
additional shareholder departures and a deepening and acceleration
of its financial decline.
In September 2022, the Firm retained Development Specialists, Inc.,
as financial advisor and Baker & Hostetler LLP as restructuring
counsel in an effort to evaluate its financial decline and advise
on potential strategies for addressing the same.
Ultimately, after considering several options, the Firm decided it
was in the best interests of creditors, equity interest holders,
and other parties in interest for the Firm to wind down its
business.
Effective as of December 9, 2022, the Firm adopted a Plan of
Dissolution, which commenced the Firm dissolution, appointed the
Dissolution Committee to oversee the orderly wind down of the Firm,
and authorizing the filing of this bankruptcy case. The
Dissolution Committee consists of three former shareholders of the
Firm -- namely, Sharon Hightower, Von Reyes and Terry Finch.
Pursuant to the Plan of Dissolution, the Dissolution Committee is
authorized to, among other things, wind up the Firm's business and
affairs, including through the filing of a voluntary petition under
the Bankruptcy Code.
On Dec. 20 and 21, 2022, the Firm sent a letter notifying the
Firm's clients of the Firm's closure effective Dec. 31, 2022, to
all available contact information (including U.S. mail, email, and
fax, where available). The Firm also established a dedicated email
address (erickseninfo@bakerlaw.com) and phone number (407-540-7910)
for clients to contact the Firm with questions regarding the wind
down and transition of pending matters and client files.
The Debtor's assets as of the Petition Date consist principally of
(i) approximately $1.399 million in cash, (ii) accounts receivable
and work in process with a face amount of approximately $3 million;
and (iii) various office fixtures, furniture, and equipment.
Although not part of the Debtor's bankruptcy estate, the Debtor is
in possession of approximately $363,000 held in a trust account on
behalf of its former clients.
The Debtor's liabilities as of the Petition Date consist primarily
of (i) obligations to landlords for each of the Debtor's offices,
(ii) approximately $900,000 in accounts payable, including
estimated required pension contributions, and (iii) amounts owed to
former shareholders on account of their shares in the Debtor.
As of the Petition Date, the Debtor has an active line of credit
with a balance of $0 with Bank of the West (the "LOC") secured by a
first-priority lien on certain assets of the Debtor. The Firm no
longer requires access to the LOC, and the Debtor anticipates
closing the LOC shortly after the commencement of this Chapter 11
Case. The Debtor's records reflect that the LOC has a balance of
$0.00 as of the Petition Date. Aside from the LOC, the Debtor does
not believe there are any liens or security interests on the
Debtor's assets, cash, accounts receivable, or the proceeds
thereof.
The Debtor filed the Chapter 11 Case in an effort to preserve and
maintain assets of the Firm, while safeguarding client funds and
records pending return or transfer of the same to new counsel in
accordance with its obligations under applicable rules of
professional conduct, pending an orderly wind down of Firm
operations, surrender of leased premises, administration of any and
all estate assets, and distribution of the proceeds by and through
a subchapter V plan in the Chapter 11 Case.
According to court filings, the Debtor estimates between $1 million
and $10 million in debt owed to 200 to 999 creditors. The petition
states that funds will be available to unsecured creditors.
A teleconference meeting of creditors under 11 U.S.C. Section
341(a) is slated for March 6, 2023 at 11:30 a.m.
About Ericksen Arbuthnot
Ericksen, Arbuthnot, Kilduff, Day & Lindstrom Inc. is a law firm in
California.
Ericksen, Arbuthnot, Kilduff, Day & Lindstrom filed a petition for
relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Cal. Case No. 23-40134) on Feb. 3, 2023. In the
petition filed by Kyle Everett, as Wind Down manager, the Debtor
reported assets and liabilities between $1 million and $10
million.
Mark M. Sharf has been appointed as Subchapter V trustee.
The Debtor is represented by:
Michael Delaney, Esq.
Baker & Hostetler, LLP
570 Lennon Lane
Walnut Creek, CA 94598
EVERNEST HOLDINGS: Seeks Approval to Hire Appraisal Pro Advisors
----------------------------------------------------------------
Evernest Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Appraisal Pro
Advisors, LLC.
The Debtor requires an appraisal of its real properties consisting
of two single family homes and a condominium unit.
The firm will be paid $450 for each of the two single family
properties, and $395 for the condominium unit.
George Hurtado, a partner at Appraisal Pro Advisors, 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:
George Hurtado
Appraisal Pro Advisors, LLC
9797 Sunset Drive
Miami, FL 33173
About Evernest Holdings
Evernest Holdings, LLC owns real properties located in Miami-Dade
County, Fla.
Evernest Holdings sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18951) on Nov. 21,
2022. In the petition signed by its manager, Eddrian Burciaga, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Robert A. Mark oversees the case.
Richard Siegmeister, Esq., at Richard Siegmeister, PA is the
Debtor's legal counsel.
F.R. ALEMAN: Court OKs Cash Collateral Access Thru Feb 22
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized F.R. Aleman and Associates, Inc. to use
cash collateral on an interim basis in accordance with the budget.
The Debtor is permitted to use all cash, proceeds, accounts
receivable and other forms of the First National's cash collateral
within the amounts provided in the Debtor's budget, with a 10%
variance on each line item.
First National will have a replacement lien on post-petition cash
collateral of the Debtor to the same extent, validity and priority
as First National's liens on the Petition Date.
In consideration of and as adequate protection for the Debtor's
continued post-petition use of the cash collateral, the Debtor will
pay the regular monthly installment payment due under First
National's loan documents on the date such payment is due.
The authorization for the Debtor to use cash collateral will
continue until the earlier of: (i) 5:00 p.m. on February 23, 2023;
or (ii) a further Court Order prohibiting the use of cash
collateral.
A final hearing on the matter is set for February 22 at 9:30 a.m.
A copy of the order is available at https://bit.ly/3jMZdFP from
PacerMonitor.com.
About F.R. Aleman and Associates
Miami-based F.R. Aleman and Associates, Inc. filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 22-18696) on Nov. 10, 2022, with up to $10 million in both
assets and liabilities. Aleida Martinez-Molina has been appointed
as Subchapter V trustee.
Judge Laurel M. Isicoff oversees the case.
Hoffman Larin & Agnetti, Leto Law Firm and De La Hoz Perez &
Barbeito, P.A. serve as the Debtor's bankruptcy counsel, special
counsel and accountant, respectively.
FREE SPEECH: Sandy Hook Families Retain Nardello Pro Bono
---------------------------------------------------------
Andrea Keckley of Law360 reports that investigations firm Nardello
& Co. has agreed to advise a committee of unsecured creditors on a
pro bono basis in connection with the bankruptcy proceedings that
right-wing media figure Alex Jones initiated after he was hit with
a combined $1.4 billion in judgments for defamation after spreading
lies that the Sandy Hook Elementary School shooting was a hoax.
On Dec. 13, 2022, pursuant to Bankruptcy Code section 1102, the
Office of the United States Trustee for the Southern District of
Texas appointed six of the Debtor's unsecured creditors to serve as
members of the Official Committee of Unsecured Creditors. The
Committee currently comprises the following six individuals: (i)
Robert Parker; (ii) Nicole Hockley; (iii) Jennifer Hensel; (iv)
David Wheeler; (v) Leonard Pozner; and (vi) Scarlett Lewis. Each
member of the Committee is a judgment creditor of the Debtor,
following their successful prosecution of state court litigation in
Texas or Connecticut stemming from the Debtor's defamatory
statements and actions concerning the Sandy Hook shootings.
On Dec. 19, 2022, the Creditors' Committee selected Akin Gump
Strauss Hauer & Feld LLP to serve as its counsel in connection with
the Chapter 11 Case, subject to Court approval.
On Jan. 5, 2023, the Committee selected Nardello, subject to Court
approval, as specialized forensic financial advisor to aid in its
review of the Debtor's estate and prepetition transactions and
tracing analysis of the Debtor's assets and income.
On Jan. 19, 2023, the Committee selected Teneo Holdings LLC,
subject to Court approval, to serve as generalized financial
advisor to the Committee.
The Committee seeks to employ and retain Nardello as specialized
forensic financial advisor pursuant to Bankruptcy Code sections
328(a) and 1103(a), Bankruptcy Rule 2014 and Local Rule 2014-1,
effective as of January 5, 2023.
Nardello will, among other things:
a) identify and trace the income and assets of the Debtor;
b) investigate sources of the Debtor's income, assets and
liabilities;
c) investigate the Debtor's ownership interest in any potential
assets identified, including corporations, trusts and real estate;
d) identify prepetition and postpetition transfers of the
Debtor's assets and ownership interests in such assets;
e) identify sources of information regarding the Debtor's assets
for further investigation and discovery;
f) assist in the review of documents obtained by the Committee
in connection with this Chapter 11 Case or other proceedings in
furtherance of income and asset tracing activities;
g) assist in the evaluation and analysis of avoidance actions,
including fraudulent conveyances and preferential transfers;
h) assist in the prosecution of Committee investigative
activities, including responses to the Debtor's pleadings,
attendance at depositions and provision of reports or testimony on
case issues as requested by the Committee; and
i) render other consulting or such other assistance as the
Committee or its counsel may deem necessary that is consistent with
the role of specialized forensic financial advisor and not
duplicative of services provided by other professionals in the
Chapter 11 Case.
As noted supra, and in recognition of the unique and important
circumstances of the Chapter 11 Case, Nardello has agreed to
provide its services on a pro bono basis. Notwithstanding the
foregoing agreement by Nardello, the Committee requests that any
documented expenses, disbursements and other charges incurred by
Nardello in connection with services provided to the Committee
during the course of the Chapter 11 Case exceeding $10,000 in the
aggregate be reimbursed by the Debtor's estate, subject to Court
approval, and treated as administrative expenses of the Debtor's
estate pursuant to Bankruptcy Code Sections 328, 330, 331, 503(b)
and 507(a)(2), subject to approval by the Court when, and if,
payment of such expenses is requested. Expenses may include, among
other things, costs of travel and lodging expenses, legal counsel
costs, research, communications, applicable taxes and other direct
expenses. The Committee will use reasonable efforts to reduce
Nardello's incurrence of such expenses, including, for example,
reducing any travel expenses by holding meetings virtually.
The Committee will also work closely with Nardello and Akin Gump to
ensure that potential significant expenses to be incurred by
Nardello are in the best interests of the Debtor's estate.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces.Â
Shunning from financial institutions and banning Jones and FSS from
major tech companies began in 2018.
Conspiracy theorist Alex Jones was sued by victims' family members
over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy,
P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A.
Jordan, and Antonio Ortiz are representing Alex Jones.
FTX GROUP: Lawsuit Says Signature Bank Aided Fraud
--------------------------------------------------
Decrypt reports that New York-based Signature Bank has been slapped
with a class-action lawsuit alleging it facilitated FTX's
activities prior to the crypto exchange's collapse last November.
The lawsuit, filed in the U.S. District Court for the Southern
District of New York by investment and algorithmic trading firm
Statistica Capital, alleges that Signature "had actual knowledge of
and substantially facilitated the now-infamous FTX fraud."
FTX, once a top-three crypto exchange by trading volume, and its
sister company Alameda Research filed for Chapter 11 bankruptcy
protection in November 2022 following a liquidity crisis.
The exchange's founder Sam Bankman-Fried faces various charges from
the U.S. Department of Justice, the Securities and Exchange
Commission (SEC), and the Commodity Futures Trading Commission
(CFTC) related to his actions at the companies.
Statistica is now accusing Signature Bank, which served both FTX
and Alameda, of allowing the exchange to combine user accounts with
the crypto bank's blockchain-based payments network dubbed Signet.
Per the filing, Signature was aware of the FTX fraud since at least
June 2020, with Statistica claiming that plaintiffs "expressly"
told the bank that suspicious funds transfers to Alameda initially
were for FTX.
Despite the warnings, Signature allowed the funds to be transferred
to Alameda anyway.
It is also alleged that Signature "substantially facilitated the
FTX fraud" by publicly promoting the crypto exchange, failing to
close, suspend, or otherwise limit any Alameda and FTX accounts
even though the bank knew that the accounts violated FTX’s own
terms of service, as well as by accepting additional customer
deposits into Alameda accounts after learning of the fraud.
Signature Bank's Q4 2022 report indicated a $1 billion net loss
attributable to shareholders, something the financial institution
blamed for a "transformational shift" in the crypto industry which
led to a "crisis of confidence across the ecosystem."
Last year, the bank also announced a planned reduction in digital
asset banking deposits.
The news of Signature Bank facing a class-action lawsuit comes hot
on the heels of a group of American senators, including the
long-time crypto critic Elizabeth Warren, taking aim at another
crypto-friendly bank, Silvergate.
In a letter to CEO Alan Lane, the lawmakers alleged that the crypto
bank's dealings with FTX "further introduced crypto market risk
into the traditional banking system," demanding Silvergate provide
more information on the matter
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.
FTX GROUP: SBF, Other Insiders Face Chapter 11 Subpoenas
--------------------------------------------------------
Vince Sullivan of Law360 reports that a Delaware bankruptcy judge
approved requests from cryptocurrency exchange FTX Trading Ltd. and
its creditors Wednesday, February 8, 2023, to issue subpoenas and
take discovery from indicted former CEO Sam Bankman-Fried and other
insiders of the company in charge during its swift collapse last
2022.
"The Movants are authorized under Bankruptcy Rules 2004 and 9016 to
issue
subpoenas to the any or all of the Insiders for the production of
documents, electronically stored information, or tangible things,
including those responsive to the Request," according to the
Order.
On Feb. 10, 2023, the Debtors served subpoenas for Rule 2004
examination to SBF and other insiders. The subpoena for SBF was
served on the following:
Samuel Bankman-Fried
743 Cooksey Lane
Stanford, CA 94305
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.
GENOCEA BIOSCIENCES: Net Asset Proceeds to Fund Plan Payments
-------------------------------------------------------------
Genocea Biosciences, Inc. and the Official Committee of Unsecured
Creditors (the "Committee" and, together with the Debtor, the "Plan
Proponents") submitted a Disclosure Statement with respect to Joint
Liquidating Plan of Reorganization dated February 9, 2023.
The Debtor is a biopharmaceutical company that was incorporated in
Delaware on August 16, 2006 and had a principal place of business
at 100 Acorn Park Drive in Cambridge, Massachusetts (the "Cambridge
Premises").
Prior to the Petition Date, the Debtor had commenced the marketing
process for the Intellectual Property. This process continued
post-petition. The Debtor sent a confidential offering memorandum
to approximately 400 pharmaceutical, biotechnology, and venture
capital/private equity entities. A data room was established, and
12 nondisclosure agreements were executed. As a result of those
efforts, the Debtor engaged in discussions with several potential
interested parties, culminating in an asset purchase agreement with
Harpy Holdings, LLC, an affiliate of Ichor Medical Systems.
On August 4, 2022, the Debtor filed a motion to sell the
Intellectual Property to Ichor for the sum of $2,000,000. On
September 21, 2022, the Court entered an order approving the sale
motion, and the sale closed on or about September 27, 2022. The
proceeds of the sale were used, in part, to satisfy the secured
claim of SVB.
The Plan is a liquidating plan and does not contemplate the
financial rehabilitation of the Debtor or the continuation of its
business. The Plan provides for the establishment of a Liquidating
Trust and the appointment of a Liquidating Trustee who will be
responsible for the liquidation of the Assets, the resolution of
Disputed Claims, and the distribution of Net Asset Proceeds to
holders of Allowed Nonpriority Unsecured Claims.
Funding for the Liquidating Trust will consist of Cash on the
Effective Date, the proceeds of the CARES Act receivable, and any
recoveries on account of the Joint Venture and Causes of Action.
The application for payment of the CARES Act receivable in the
approximate amount of $1,400,000 was filed in December 2021 and is
expected to be received on or before the Confirmation Date. The
value of the Debtor's interest in the Joint Venture and in any
Causes of Action is uncertain. The Debtor has not conducted an
analysis of potential Causes of Action. These Assets will be
assigned to the Liquidating Trust for investigation and pursuit if
appropriate.
The dividend to be paid to holders of Allowed Nonpriority Unsecured
Claims will be affected by the resolution of Disputed Claims,
including the contested Administrative Expense Claim of Discovery,
the former landlord, in the approximate amount of $600,000. The
Nonpriority Unsecured Claims filed or scheduled total approximately
$13,000,000. Of this amount, approximately $4,600,000 consists of
the Nonpriority Unsecured Claim of Discovery which is contested. In
addition, more than $2,000,000 of Claims have been filed that were
not scheduled and will be the subject of investigation.
The Plan assets consist of Cash in the estimated amount of $400,000
as of December 31, 2022, the CARES Act receivable in the
approximate amount of $1,400,000, and amounts realized from the
disposition of the Joint Venture and any Causes of Action, both of
which are of undetermined value. The Plan assets will be used to
fund payments to creditors under the Plan.
Class 2 consists of those Allowed Nonpriority Unsecured Claims. The
Nonpriority Unsecured Claims filed or scheduled total approximately
$13,000,000. As referenced earlier, Discovery has filed a Claim in
the approximate amount of $4,600,000 that the Debtor intends to
contest, and there are more than $2,000,000 in Nonpriority
Unsecured Claims filed that were not scheduled.
In full and complete satisfaction, settlement, and release of their
respective Allowed Nonpriority Unsecured Claims, each holder of an
Allowed Nonpriority Unsecured Claim shall receive from the
Liquidating Trustee on the Plan Distribution Date its pro rata
share of its beneficial interest in the Liquidating Trust as a
Liquidating Trust Beneficiary, entitling such holder to receive Net
Asset Proceeds on account of such beneficial interest. The
Nonpriority Unsecured Claims are Impaired.
Class 3 consists of all Equity Interests in the Debtor. On the
Effective Date, the Equity Interests in the Debtor shall be
cancelled and the holders of the Equity Interests shall not be
entitled to, and shall not receive or retain, any property on
account of such Equity Interests under the Plan. Class 3 is
impaired under the Plan.
Upon the Effective Date 100% of the Assets shall be transferred,
assigned, and conveyed to, or shall vest in, the Liquidating Trust.
All of the Liquidating Trust Assets shall vest in the Liquidating
Trust, free and clear of all Claims, Liens, and encumbrances, but
subject to payment of the Liens and Claims as provided under the
Plan. Except as may be expressly provided in the Plan or in a Final
Order of the Bankruptcy Court, no Asset of the Estate shall be
deemed abandoned and no defense, set-off, counterclaim or right of
recoupment of the Debtor shall be deemed waived, released or
compromised.
The Liquidating Trustee is responsible for distributing the Net
Asset Proceeds in accordance with the Plan. The Net Asset Proceeds
shall be allocated and distributed to Liquidating Trust
Beneficiaries by aggregating all Allowed Claims in Class 2 and
distributing the Net Asset Proceeds to all such claimants on a
proportionate basis, net of amounts necessary to fund the Trust
Reserve and to pay the other fees, costs, and expenses associated
with administering the Liquidating Trust.
A full-text copy of the Disclosure Statement dated February 9, 2023
is available at https://bit.ly/3XuKtJa from PacerMonitor.com at no
charge.
Counsel to Debtor:
Andrew G. Lizotte, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
28 State Street
Boston, MA 02109
Tel: (617) 423-0400
Fax: (617) 423-0498
E-mail: alizotte@murphyking.com
Counsel to Creditors' Committee:
Michael G. Menkowitz, Esq.
Fox Rothschild, LLP
2000 Market Street, 20th Floor
Philadelphia, PA 19103
Tel: (215) 299-2000
E-mail: mmenkowtz@foxrothschild.com
About Genocea Biosciences
Genocea Biosciences, Inc., is a biopharmaceutical company dedicated
to discovering and developing novel cancer immunotherapies using
its proprietary ATLASTM platform. The ATLAS platform can profile
each patient's CD4+ and CD8+ T cell immune responses to every
potential target or "antigen" identified by next-generation
sequencing of that patient's tumor.
Genocea Biosciences sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 22-10938) on July 5,
2022. In the petition signed by William Clark, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Andrew G. Lizotte, Esq., at Murphy and King, Professional Corp. is
the Debtor's counsel.
The Debtor tapped Murphy & King, Professional Corporation, as
bankruptcy counsel; Ropes and Gray, LLP as special corporate
counsel; and Rock Creek Advisors, LLC as financial advisor. Omni
Agent Solutions is the notice, claims, and balloting agent and
administrative advisor.
The U.S. Trustee for Region 1 appointed an official committee of
unsecured creditors in the Debtor's case on July 25, 2022. The
committee is represented by Fox Rothschild, LLP.
GIRARDI & KEESE: Girardi Competency Hearing in LA Wire Fraud Case
-----------------------------------------------------------------
Craig Clough of Law360 reports that a California federal magistrate
judge entered a not guilty plea Monday, February 7, 2023, for
disgraced former attorney Tom Girardi on behalf of the court,
pending a competency hearing to determine his ability to face wire
fraud charges connected to his alleged theft of millions from
clients of his former firm, Girardi Keese.
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
GRAND CANYON: Starts Subchapter V Bankruptcy Case
-------------------------------------------------
Grand Canyon Destinations LLC filed for chapter 11 protection in
the District of Nevada. The Debtor elected on its voluntary
petition to proceed under Subchapter V of chapter 11 of the
Bankruptcy Code.
The Debtor is a tour operator offering a variety of small and large
group tours, primarily from Las Vegas to the Grand Canyon.
The Debtor's business was ravaged by the COVID-19 pandemic. As a
result of that crisis, the Debtor's business was closed completely
for a period of time and suffered tremendous loss of revenue due to
the lack of tourism and travel.
Athens, Inc., an affiliate of the Debtor, was formed in 2017 for
the
purpose of purchasing vehicles which could be chartered to Debtor
as well as other tour operators or customers. The Debtor
guaranteed certain purchase obligations of Athens.
As a result of the COVID-19 pandemic, Athens also suffered a
complete halt in revenue. Several vehicles were repossessed, and a
deficiency judgment (via default) was entered against Debtor and
Athens in favor of 1st Source Bank in the amount of $758,241.62 on
April 1, 2022.
At the time the COVID-19 pandemic was devastating Debtor's revenue,
the
cryptocurrency market was burgeoning. Bitcoin generated returns of
300% in 2020 and 60% in 2021. In an effort to augment revenues,
Debtor loaned $1,895,578 to New Charters, Nevada ("NCN"), an
affiliate of the Debtor which was established for the purpose of
mining cryptocurrency. While expected to generate a return of 12%
per annum, in fact the loans have been significantly impaired by
the more recent plunge in the cryptocurrency market.
Although NCN made payments totaling $436,502.50, it was unable to
pay the note at maturity (triggering a 25% default interest rate).
As of Nov. 30, 2022, the amount due to the Debtor from NCN is in
excess of $1.7 million.
According to court filings, Grand Canyon Destinations estimates $1
million to $10 million in debt to 50 to 99 creditors. The petition
states that funds will be available to unsecured creditors.
The Debtor on the Petition Date filed motions to pay prepetition
wages of 15 employees and contractors, and to pay claims of
critical vendors. The U.S. Trustee has raised certain objections
to these motions.
About Grand Canyon Destinations
Grand Canyon Destinations LLC is a bus and small tour company
offering well planned and affordable day trips, primarily from Las
Vegas to the Grand Canyon.
Grand Canyon Destinations LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case No. 23-10399) on Feb. 3, 2023. In the petition filed by
Anthony Dobbs, as president, the Debtor reported assets and
liabilities between $1 million and $10 million.
The case is overseen by Honorable Bankruptcy Judge Natalie M Cox.
The Debtor is represented by:
Candace C. Carlyon, Esq.
CARLYON CICA CHTD.
8020 S. Rainbow Blvd
Suite 100-458
Las Vegas, NV 89139
HAYNIE TRUCKING: Case Summary & Seven Unsecured Creditors
---------------------------------------------------------
Debtor: Haynie Trucking LLC
16209 W Hoffeldt Ln, Suite B
Brookings, OR 97415-9470
Business Description: Haynie Trucking provides freight
transportation arrangement services.
Chapter 11 Petition Date: February 14, 2023
Court: United States Bankruptcy Court
District of Oregon
Case No.: 23-60224
Debtor's Counsel: Keith Y. Boyd, Esq.
THE LAW OFFICES OF KEITH Y. BOYD
724 S Central Ave 106
Medford, OR 97501
Email: keith@boydlegal.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Walter Haynie as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XSZT4CA/Haynie_Trucking_LLC__orbke-23-60224__0001.0.pdf?mcid=tGE4TAMA
HEARTBRAND HOLDINGS: Hearing on Exclusivity Bid Set for March 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas is set
to hold a hearing on March 8 and 9 to consider the motion filed by
HeartBrand Holdings, Inc. and American Akaushi Association, Inc. to
extend the time they can keep exclusive control of their bankruptcy
cases.
The companies requested in November last year to extend the
exclusive period to file their own bankruptcy plan and solicit
votes on the plan to May 30 and July 31, respectively.
Both argued the extension is necessary in light of the appeal
involving Twinwood Cattle Company, Inc. which, they said, is a
significant unresolved contingency that should be allowed to decide
the key issue in their Chapter 11 cases: whether or not Twinwood
has a valid claim.
The companies appealed the $27.5 million judgment issued by a trial
court in September 2021 in favor of Twinwood. The appeal is pending
before the Texas Court of Appeals.
About HeartBrand and American Akaushi Assoc.
HeartBrand Holdings Inc. -- https://www.heartbrandbeef.com -- is a
beef company in Texas. It is a leading producer of Akaushi beef, a
type of red Wagyu Japanese cattle known for its high-quality meat.
HeartBrand Holdings and American Akaushi Association, Inc. sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Texas Lead Case No. 22-90127) on Aug. 2, 2022. In the petition
filed by Ronald Beeman as chairman of the Board of Directors,
HeartBrand reported assets between $50 million and $100 million and
liabilities between $10 million and $50 million while American
Akaushi Association reported assets between $100,001 and $500,000
and liabilities between $10 million and $50 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Vinson & Elkins as counsel and ADKF, PC as tax
and accounting services provider. Omni Agent Solutions is the
claims agent.
HORIZON GLOBAL: Closes Merger With First Brands
-----------------------------------------------
First Brands Group, LLC completed the previously announced
acquisition of Horizon Global Corporation, pursuant to an Agreement
and Plan of Merger, dated as of Dec. 30, 2022.
Pursuant to the Merger Agreement, the Purchaser conducted a tender
offer to acquire all of the outstanding shares of common stock, par
value $0.01 per share, and all of the outstanding shares of Series
B Preferred Stock, par value $0.01 per share of the Company at a
price of $1.75 per share of Common Stock and an amount equal to the
Redemption Price per share of Preferred Stock calculated as of the
closing date of the Merger, in each case, net to the seller in
cash, without interest thereon and less any applicable withholding
taxes, upon the terms and conditions set forth in the offer to
purchase dated Jan. 9, 2023, and in the related letter of
transmittal, which, together with any other related materials, as
each may have been amended or supplemented.
The Offer expired one minute after 11:59 p.m., Eastern Time, on
Feb. 6, 2023 as scheduled and was not extended. According to
Computershare, Inc., the depository agent for the Offer, as of the
expiration of the tender offer, 100% of the shares of Preferred
Stock were validly tendered and not withdrawn, and a total of
25,727,921 shares of the Common Stock were validly tendered and not
withdrawn. Such shares of the Common Stock represent approximately
92.77% of the shares of Common Stock issued and outstanding as of
the expiration of the Offer, which satisfied the minimum tender
condition. Each other condition to the Offer was satisfied or
waived, and the Purchaser irrevocably accepted for payment all
Shares that were validly tendered and not validly withdrawn.
On Feb. 8, 2023, following consummation of the Offer, the Purchaser
merged with and into the Company, with the Company surviving as a
wholly-owned subsidiary of First Brands. The Merger was completed
pursuant to Section 251(h) of the General Corporation Law of the
State of Delaware, with no vote of the Company stockholders
required to consummate the Merger. At the effective time of the
Merger, except for Shares held in trust by the Company, the Parent,
or Purchaser or any of their respective subsidiaries or any Shares
that are otherwise set aside from Shares held in the Company's
treasury pursuant to a Company Plan, each issued and outstanding
(i) Share held in the treasury of the Company, (ii) Share owned by
the Parent, Purchaser or the Company or any of their respective
direct or indirect wholly owned subsidiaries immediately before the
Effective Time, and (iii) Dissenting Share were cancelled and
extinguished, and no payment or other consideration was made with
respect to such shares subject, in the case of Dissenting Shares,
to the right of the holder thereof to receive any payment under the
Merger Agreement.
As a result of the Merger, each option to purchase Shares that was
outstanding and unexercised as of the Effective Time (whether
vested or unvested) was cancelled by virtue of the Merger and
without any action on the part of the holder thereof and without
any payment to the holder thereof.
Notice of Delisting
On Feb. 8, 2023, the Company (a) notified the New York Stock
Exchange of the consummation of the Merger and (b) requested that
NYSE: (i) halt trading of the Common Stock for Feb. 8, 2023 and
suspend trading of the Common Stock effective Feb. 8, 2023; and
(ii) file with the SEC a Form 25 to delist and deregister the
Common Stock under Section 12(b) of the Securities Exchange Act of
1934, as amended. The Company intends to file a certification on
Form 15 with the SEC requesting the deregistration of the Common
Stock and the suspension of the Company's reporting obligations
under Sections 13 and 15(d) of the Exchange Act.
Departure of Directors or Certain Officers
In accordance with the terms of the Merger Agreement: (i) each of
John C. Kennedy, John F. Barrett, Danna M. Costello, Ryan L.
Langdon, Brett N. Milgrim, Debra S. Oler, and Mark D. Weber ceased
to be a member of the Company's Board of Directors, and any
committee thereof, effective at the Effective Time; (ii) John C.
Kennedy, ceased to be Chairman of the Company's Board of Directors;
and (iii) John C. Kennedy, Jian James Zhou and Matthew J. Meyer
ceased to be officers of the Company.
Effective as of the Effective Time: (i) Patrick James and Michael
Baker became members of the Company's Board of Directors; (ii)
Patrick James became chief executive officer and president, and
"principal executive officer," as such term is defined under the
Exchange Act, of the Company; and (iii) Stephen Graham became chief
financial officer, and "principal financial officer" and "principal
accounting officer," as such terms are defined under the Exchange
Act, of the Company.
About Horizon Global
Horizon Global Corporation -- http://www.horizonglobal.com-- is a
designer, manufacturer, and distributor of a wide variety of
custom-engineered towing, trailering, cargo management and other
related accessory products in North America, Australia and Europe.
The Company serves OEMs, retailers, dealer networks and the end
consumer.
Horizon Global reported a net loss of $33.12 million for the 12
months ended Dec. 31, 2021, compared to a net loss of $37.98
million for the 12 months ended Dec. 31, 2020. As of Sept. 30,
2022, the Company had $410.05 million in total assets, $525.72
million in total liabilities, and a total shareholders' deficit of
$115.67 million.
J CREW PROPERTY: Commences Subchapter V Bankruptcy Proceeding
-------------------------------------------------------------
J Crew Property Management LLC, doing business as U.S. Lawns of
Little Rock North and U.S. Lawns of Hot Springs, Arkansas, filed
for chapter 11 protection in the Western District of Arkansas. The
Debtor elected on its voluntary petition to proceed under
Subchapter V of chapter 11 of the Bankruptcy Code.
U.S. Lawns of Hot Springs is your locally owned and operated
commercial landscape management expert. With many years of
experience in the region, owners Jason and Jennifer Blankenship
have the expertise and knowledge regarding exactly what landscapes
in the area need to flourish. The firm's services extend to
commercial clients in the cities of Hot Springs, Malvern, Glenwood,
Arkadelphia, and the entirety of the Ouachita Mountains regions.
According to court filings, the Debtor estimates $1 million to $10
million in total debt to 1 to 49 creditors. The petition states
that funds will not be available to unsecured creditors.
About J Crew Property Management
J Crew Property Management LLC provides commercial landscaping
services in Hot Springs, AR. The Company's services includes basic
turf maintenance which can include mowing, weed control,
overseeding and pest control. It also offers specialty services
such as irrigation system design, installation, maintenance and
repair, landscape improvement and enhancements services, seasonal
flower management and ornamental tree and shrub care.
J Crew Property Management LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark.
Case No. 23-70143) on Feb. 3, 2023. In the petition filed by Jason
Blankenship, as incorporator/managing member, the Debtor reported
assets up to #50,000 and liabilities between $1 million and $10
million.
The case is overseen by Honorable Bankruptcy Judge Bianca M.
Rucker.
The Debtor is represented by:
Marc Honey, Esq.
HONEY LAW FIRM, P.A.
1635 Higdon Ferry Road, Suite C, Box 192
Hot Springs, AR 71913
Tel: (501) 321-1007
Fax: (501) 321-1255
Email: mhoney@honeylawfirm.com
JLK CONSTRUCTION: Seeks Cash Collateral Access
----------------------------------------------
JLK Construction, LLC asks the U.S. Bankruptcy Court for the
Western District of Missouri for authority to use cash collateral
in accordance with the budget, with a 20% variance.
The Debtor seeks authorization to use funds to operate its
business, honor existing and future contracts for work, and do so
first on an interim basis and then on a final basis.
The entities that assert interests in the cash collateral appear to
be Nodaway Valley Bank and NewTek Small Business Finance, LLC.
JLK's present financial circumstances can be traced to a few
difficulties. JLK missed out on a $5 million contract in May 2022.
JLK had been in negotiations with a general contractor and had been
told it would be awarded the contract. Prior to May 2022, bills and
payroll were generally paid on time though JLK had taken out some
hard money loans and was paying them back.
In May 2022, the general contractor pulled back and delayed making
any award to JLK. This created a serious problem for JLK in
anticipation of this job, JLK had bulked up on machinery, equipment
and vehicles. It had borrowed $5 million from NewTek to acquire the
M&E and to retire old debt. However, the project has been put on
hold with no bidding being requested.
To fill the gap of the $5 million job and to keep employees
employed, JLK took out hard money loans which, by definition, are
meant to be difficult to pay back. They crimped cash flow. JLK also
took smaller jobs to keep its employees working. However the work
did not add up to $5 million. To get this work, margins were
reduced. JLK bids its jobs presently at a 30% margin. These jobs
were bid at a much lower margin.
The hard money lenders were demanding payments when JLK could not
pay them. The lawsuits followed. The Debtor's cash flow was
impacted and it became harder to pay vendors. Union dues and
benefits also fell into arrears. Equipment payments were delayed
too.
Nodaway Valley Bank loaned monies to JLK in 2018 and also opened a
line of credit. The loan was paid off prepetition with the sale of
two liened vehicles. Nodaway also opened a line of credit for JLKL
and secured the line of credit with a prior UCC filing.
Over a period of years, the Debtor had borrowed monies and financed
purchases of machinery and equipment from a number of sources. In
2022, NewTek Small Business Finance, LLC made an SBA guaranteed $5
million loan to JLK secured by all assets and also asserting a
purchase money security interest in specified machinery where
NewTek provided the funds to purchase that machinery. NewTek is
owed approximately $5 million. The Debtor assumes for now that
NewTek is fully secured although that may not be the case.
There are other entities asserting security interests but they are
effectively unsecured.
Any Interest in cash collateral is adequately secured. Nodaway's
and NewTek's security interests are protected for at least the
following reasons:
a. The value of the Debtor's assets;
b. JLK will continue to operate the business and maintain its
assets;
c. Operating the business creates additional revenues;
d. All assets are properly insured;
e. Providing replacements lien to Nodaway Bank and to NewTek
to the extent their prepetition liens attached to property
prepetition and with the same validity, priority, and description.
If any defect exist in a prepetition granted security interest,
that defect may be challenged.
f. The Court may order JLK to make adequate protection
payments but JLK does not propose to make such protection payments
for at least for a few months so that it can get its finances on a
firmer basis.
A copy of the motion is available at https://bit.ly/3YrutsT from
PacerMonitor.com.
About JLK Construction, LLC
JLK Construction, LLC moves dirt, excavates dirt and does basic
concrete flatwork. It is a union shop.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on February 13,
2023. In the petition signed by Jesse L. Kagarice, managing member,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R.
Fox, Esq., at The Fox Law Corp., Inc., represent the Debtor as
legal counsel.
K STREET LLC: Gets OK to Hire 10Ninety Group as Property Manager
----------------------------------------------------------------
K Street, LLC received approval from the U.S. Bankruptcy Court for
the District of Columbia to employ The 10Ninety Group, LLC as
property manager.
The firm will manage the Debtor's real property located at 1219 K
St., NE, Washington DC, also known as the "Havana Apartments".
The firm will be paid $2,400 per month.
As disclosed in court filings, 10Ninety Group is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Tina Shaw
The 10Ninety Group, LLC
7989 Fernham Lane
Forestville, MD 20747
Tel: (202) 370-1092
Email: Info@10ninetygroup.Com
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 GAS: Exclusive Filing Period Extended to April 12
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
extended the time Keystone Gas Corporation can keep exclusive
control of its Chapter 11 case, giving the company until April 12
to file a bankruptcy plan and until June 11 to solicit votes on
that plan.
Keystone needs to know the extent and classification of claims of
the Internal Revenue Service to determine how and to what extent
its bankruptcy plan may provide for treatment of creditors,
according to the company's attorney, Megan Clontz, Esq., at Spencer
Fane, LLP.
The IRS has not yet filed a claim and Keystone anticipates such
claim will make up a large portion of the total secured and
priority claims against the company and, thus, could significantly
alter its plan.
The deadline for governmental units to file proofs of claim in
Keystone's Chapter 11 case is March 13.
About Keystone Gas Corporation
Keystone Gas Corporation, a utility service provider in Drumright,
Okla., sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Okla. Case No. 22-12088) on Sept. 14, 2022. At
the time of the filing, the Debtor reported $1 million to $10
million in both assets and liabilities.
Judge Sarah A. Hall oversees the case.
The Debtor is represented by Spencer Fane, LLP.
L.C. CONSTRUCTION: Files Emergency Bankruptcy Petition
------------------------------------------------------
L.C. Construction & Sons Inc. filed for chapter 11 protection in
the Southern District of New York.
The Debtor filed a motion to extend its deadline to file schedules
of assets, statement of financial affairs and other pertinent
documents.
The Debtor filed the Petition on an emergent basis due to a pending
tax warrant. The bankruptcy was unanticipated, as in the weeks
before the filing the Debtor was attempting to address the various
debts of the business outside the bankruptcy arena.
When it became necessary to file a bankruptcy, the President of the
Debtor corporation, Leonardo Castillo, did not have all of the
information necessary to properly complete the schedules for L.C.
Construction & Sons.
Mr. Castillo is working with his accountant to gather the
information necessary to complete the missing documents, but does
not anticipate that he will have this information to our Firm in
sufficient time to meet the February 15th deadline.
According to court filings, L.C. Construction & Sons estimates
between $1 million and $10 million in debt owed to 1 to 49
creditors. The petition states that funds will be available to
unsecured creditors.
A teleconference meeting of creditors under 11 U.S.C. Section
341(a) is slated for March 1, 2023 at 12:30 p.m. at the office of
UST.
About L.C. Construction & Sons
L.C. Construction & Sons Inc. operates in the Single-family Housing
Construction business.
L.C. Construction & Sons Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
23-35080) on Feb. 1, 2023. In the petition filed by Mark Allen, as
manager, the Debtor reported assets up to $50,000 and liabilities
between $1 million and $10 million.
The Debtor is represented by:
Matthew M. Cabrera, Esq.
M. Cabrera & Associates, P.C
PO Box 822
South Fallsburg, NY 12779-0822
LANNETT CO: Effects 1-for-4 Reverse Common Stock Split
------------------------------------------------------
Lannett Company, Inc. filed with the Secretary of State of the
State of Delaware a Certificate of Amendment to its Certificate of
Incorporation to effect a reverse stock split. The Reverse Stock
Split became effective as of 5:00 p.m. Eastern Time on Feb. 6,
2023, and the Company's Common Stock began trading on a
split-adjusted basis on Feb. 7, 2023.
As previously disclosed, on Jan. 25, 2023, Lannett held a meeting
of stockholders. At the Annual Meeting, the stockholders approved
a proposed amendment to the Company's Certificate of Incorporation
to effect a reverse stock split of its issued and outstanding
common stock, par value $0.001 per share, at a ratio of between
1-for-3 and 1-for-5, inclusive, as determined by the Board of
Directors of the Company at any whole number in the above range.
The approval also includes a corresponding reduction in the number
of authorized shares of our Common Stock by the selected Reverse
Stock Split ratio.
Following shareholder approval and on Jan. 25, 2023, the Board of
Directors of the Company approved a 1-for-4 Reverse Stock Split of
the Company's Common Stock.
Upon the effectiveness of the Reverse Stock Split, every four
shares of the Company's Common Stock was automatically converted
into one share of Common Stock. The Company's authorized shares of
Common Stock, outstanding warrants, equity-based awards and
convertible notes will be proportionately adjusted. No fractional
shares will be issued in connection with the Reverse Stock Split.
Following the completion of the Reverse Stock Split, Lannett's
transfer agent will aggregate all fractional shares that otherwise
would have been issued as a result of the Reverse Stock Split and
those shares will be sold into the market. Stockholders who would
otherwise hold a fractional share of Lannett Common Stock will
receive a cash payment from the proceeds of that sale in lieu of
such fractional share.
The Company's Common Stock will continue to trade on the New York
Stock Exchange (NYSE) under the symbol "LCI," but will trade under
the new CUSIP number 516012 200.
About Lannett Company
Lannett Company, founded in 1942, develops, manufactures, packages,
markets and distributes generic pharmaceutical products for a wide
range of medical indications. For more information, visit the
company's website at www.lannett.com.
The Company reported a net loss of $231.62 million for fiscal year
ended June 30, 2022, a net loss of $363.47 million for fiscal year
ended June 30, 2021, and a net loss of $33.37 million for fiscal
year ended June 30, 2020. As of Dec. 31, 2022, the Company had
$438.36 million in total assets, $750.63 million in total
liabilities, and a total stockholders' deficit of $312.27 million.
* * *
As reported by the TCR on Feb. 11, 2022, S&P Global Ratings lowered
its issuer-level rating on Lannett Inc. to 'CCC+' from 'B-'. The
outlook is negative. S&P said, "The negative outlook reflects the
possibility of another downgrade if we believed that Lannett were
likely to consider a distressed exchange offer or sub-par
redemption. This could occur if we expected continued pricing
erosion within its key products or delays in new product launches
to meaningfully reduce FOCF prospects and liquidity.
In October 2022, Moody's Investors Service downgraded the ratings
of Lannett Company, Inc., including the Corporate Family Rating to
Ca from Caa1. The downgrade reflects Moody's expectation for
continued deterioration in Lannett's operating performance, as base
portfolio of oral generic drugs will continue to erode due to
intense competitive pricing pressures. Given the forecast of
negative EBITDA over the next year, Moody's views Lannett's debt
levels as unsustainably high, and liquidity as weak, with the
company continuing to burn through cash balance, well into fiscal
year 2024.
MARINER HEALTH: Exclusive Filing Period Extended to April 17
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
extended the time Mariner Health Central, Inc. and its affiliates
can keep exclusive control of their Chapter 11 cases, giving them
until April 17 to file a bankruptcy plan and until June 16 to
solicit votes on that plan.
The ruling allows the companies to pursue their own plan without
the threat of a rival plan from creditors.
Several contingencies remain outstanding and the extension of
exclusivity will allow the companies to better evaluate these
contingencies and any proposed plan, according to the companies'
attorney, Hamid Rafatjoo, Esq., at Raines Feldman, LLP.
Additional time will also be helpful for the independent director's
investigation, the attorney further said.
The companies' independent director has been investigating certain
key issues related the bankruptcy cases. At a hearing held on Dec.
21 last year, the court encouraged the parties to confer regarding
the possibility of mediation to move the issues forward.
The official committee of unsecured creditors did not object to the
exclusivity extension. However, the committee pressed the companies
to work with urgency to complete production of the documents that
will assist the independent director in his investigation.
About Mariner Health Central
Atlanta-based Mariner Health Central, Inc. provides administrative,
clinic and operational support services to skilled nursing
facilities, including the 121-bed facility operated by Parkview
Operating Company, LP.
Mariner and its affiliates, Parkview Operating Company and Parkview
Holding Company GP, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The
cases were transferred to the U.S. Bankruptcy Court for the
Northern District of California (Bankr. D. Del. Lead Case No.
22-41079) on Oct. 25, 2022.
The Debtors estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.
Judge William J. Lafferty oversees the cases.
The Debtors tapped Raines Feldman, LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware
counsel; and SierraConstellation Partners, LLC as restructuring
advisor. Lawrence Perkins, chief executive officer of
SierraConstellation, serves as the Debtors' chief restructuring
officer. Kurtzman Carson Consultants, LLC is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Robinson & Cole, LLP and Sheppard, Mullin, Richter & Hampton, LLP
serve as the committee's bankruptcy counsel while Province, LLC is
the committee's financial advisor.
MARTIN MIDSTREAM: Closes Sale of $400 Million Senior Secured Notes
------------------------------------------------------------------
Martin Midstream Partners L.P. and its wholly owned subsidiary,
Martin Midstream Finance Corp., completed the sale of $400 million
in aggregate principal amount of 11.500% senior secured second lien
notes due 2028 pursuant to the terms of the purchase agreement,
dated Jan. 31, 2023, among the Issuers, the guarantors named
therein and the initial purchasers named therein. The Notes were
issued under an Indenture, dated Feb. 8, 2023, among the Issuers,
the guarantors named therein and U.S. Bank Trust Company, National
Association, as trustee and as collateral agent.
The Notes are guaranteed on a full and unconditional basis by each
of the Partnership's current wholly owned subsidiaries (other than
Finance Corp. and Martin ELSA Investment LLC) and by certain of the
Partnership's future subsidiaries.
The Notes and the guarantees are, pursuant to the Intercreditor
Agreement, effectively junior to the Issuers' existing and future
first-priority indebtedness to the extent of the value of the
collateral securing such indebtedness, including indebtedness under
the Partnership's revolving credit facility. The Notes and the
guarantees rank effectively senior to all of the Issuers' existing
and future senior unsecured indebtedness to the extent of the value
of the collateral securing the Notes and the guarantees.
Interest is payable on the Notes on February 15 and August 15 of
each year beginning on Aug. 15, 2023 until their maturity date of
Feb. 15, 2028.
At any time prior to Aug. 15, 2025, the Issuers may redeem up to
35% of the aggregate principal amount of the Notes at a redemption
price of 111.500% of the principal amount of the Notes redeemed,
plus accrued and unpaid interest to the redemption date, with an
amount not greater than the net cash proceeds of one or more equity
offerings by the Partnership, so long as the redemption occurs
within 180 days of completing such equity offering and at least 65%
of the aggregate principal amount of the Notes remains outstanding
immediately after such redemption.
In addition, at any time prior to Aug. 15, 2025, the Issuers may
redeem all or a portion of the Notes at a redemption price equal to
100% of the principal amount of the Notes redeemed, plus an
applicable make-whole premium and accrued and unpaid interest to
the redemption date. On and after Aug. 15, 2025, the Issuers may
redeem all or a portion of the Notes at redemption prices set forth
in the Indenture, plus accrued and unpaid interest to the
redemption date.
If a Change of Control (as defined in the Indenture) occurs, the
Partnership must offer to repurchase the Notes at a price equal to
101% of the aggregate principal amount of the Notes, plus accrued
and unpaid interest to the date of repurchase.
The terms of the Indenture, among other things, limit the ability
of the Partnership and certain of its subsidiaries to sell assets,
make investments, create liens on assets, enter into sale and
leaseback transactions, and consolidate, merge or transfer all or
substantially all of its assets and the assets of its
subsidiaries.
The Indenture provides for customary events of default, which
include (subject in certain cases to customary grace and cure
periods), among others: nonpayment of principal or interest; breach
of other agreements in the Indenture; defaults in failure to pay
certain other indebtedness; the failure to pay final judgments of
certain amounts of money against the Partnership or certain of its
subsidiaries; the failure of certain guarantees to be enforceable;
and certain events of bankruptcy or insolvency. Generally, if an
event of default occurs and is not cured within the time periods
specified, the Trustee or the holders of at least 25% in principal
amount of the then outstanding series of Notes may declare all the
Notes of such series to be due and payable immediately.
The Notes were sold to the Initial Purchasers for resale to persons
reasonably believed to be qualified institutional buyers under Rule
144A of the Securities Act of 1933, as amended, and to persons
outside the United States under Regulation S of the Securities Act.
The Notes were issued in a transaction exempt from registration
under the Securities Act or any state securities laws. Therefore,
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
About Martin Midstream
Martin Midstream Partners L.P. is a publicly traded limited
partnership with a diverse set of operations focused primarily in
the United States Gulf Coast region. The Partnership's primary
business lines include: (1) terminalling, processing, storage, and
packaging services for petroleum products and by-products; (2) land
and marine transportation services for petroleum products and
by-products, chemicals, and specialty products; (3) sulfur and
sulfur-based products processing, manufacturing, marketing and
distribution; and (4) natural gas liquids marketing, distribution
and transportation services.
Martin Midstream Partners L.P. reported a net loss of $211,000 for
the year ended Dec. 31, 2021, a net loss of $6.77 million for the
year ended Dec. 31, 2020, and a net loss of $174.95 million for the
year ended Dec. 31, 2019. As of June 30, 2022, the Company had
$636.16 million in total assets, $667.02 million in total
liabilities, and a total partners' deficit of $30.85 million.
* * *
As reported by the TCR on Feb. 2, 2023, Moody's Investors Service
placed on review for upgrade Martin Midstream Partners L.P.'s
corporate family rating, currently Caa1. Based on the terms of the
transaction as proposed, Moody's believes that MMLP's ratings will
likely be upgraded to B3 CFR and B3-PD PDR.
MEDLY HEALTH: Gets Court OK for $19.4-Mil. Sale to Walgreens
------------------------------------------------------------
Vince Sullivan of Law360 reports that a Delaware bankruptcy judge
on Tuesday, February 7, 2023, approved the acquisition of Medly
Health Inc.'s assets by national pharmacy chain Walgreens in a
$19.35 million deal reached after the buyer topped the offer of a
stalking horse bidder at an auction in the first week of February
2023.
About Medly Health Inc.
Medly Health Inc. and affiliates operate four full service digital
pharmacies, 21 brick-and-mortar, full-service specialty pharmacies
serving 20 markets across nine states and one health and wellness
store in Seattle, Washington. Medly Health also operates an
e-commerce business through the "Pharmaca.com" website. It offers
orchestrated consumer services such as delivery, prior
authorization coordination, copay management, refill management and
much more. Its strategic pillars include prescription medications,
health and wellness and order fulfilment, including, where
available, same day delivery.
Medly Health and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11257)
on Dec. 9, 2022. In the petition signed by Richard S. Willis,
chief executive officer and chief financial officer, Medly Health
disclosed up to $500 million in both assets and liabilities.
Judge Karen B. Owens oversees the case.
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, is
the Debtor's counsel. Epiq Corporate Restructuring serves as
claims and notice agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on Dec. 21, 2022. Porzio, Bromberg
& Newman, P.C. and Rock Creek Advisors, LLC serve as the
committee's legal counsel and financial advisor, respectively.
MIDLAND ELECTRIC: Court OKs Cash Collateral Access Thru April 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division, authorized Midland Electric Supply, LLC to
use cash collateral on an interim basis in accordance with the
budget, with a 15% variance through April 15, 2023.
The Debtor requires the use of cash collateral to operate its
business in the ordinary course of business and maintain its
property.
The Debtor performed a preliminary investigation and analysis of
loan documents and related UCC filings and based upon this
preliminary investigation believes that Wells Fargo Bank, National
Association holds valid, enforceable, and non-avoidable liens, and
security interests in the property owned by the Debtor, including
among other things, the Debtor's cash collateral.
As of the October 19, 2022, the Debtor owes Wells Fargo
approximately $683,732, which amount is secured by, inter alia, the
Debtor's cash collateral.
In addition to Wells Fargo, the following parties may assert a
security interest in the Debtor's cash collateral:
-- Michael Brown and Bonnie Brown; and
-- The U.S. Small Business Administration.
Although Wells Fargo continues to dispute the Debtor's ability to
provide Wells Fargo adequate protection and the Court has not
finally determined whether the Debtor can adequately protect Wells
Fargo, on an interim basis the Court orders the Debtor to provide
Wells Fargo various forms of adequate protection.
Wells Fargo will receive as adequate protection for the Debtor's
use of cash collateral a payment from the Debtor in the amount of
$13,463 on or before February 15, 2023, and March 15, 2023, which
term will be included in any further order extending use of cash
collateral unless specifically modified by court order or agreement
of the parties.
The secured status as to the nature, extent and priority of the
Browns and the SBA is disputed. Therefore, no adequate protection
payments will be paid to the Browns or the SBA until the nature,
extent and priority of their asserted liens has been determined.
Pursuant to sections 363(e) and 361 of the Bankruptcy Code, Wells
Fargo, the Browns and the SBA are granted replacement liens in the
cash collateral and in the post-petition property of the Debtor of
the same nature and to the same extent and in the same priority
held in the cash collateral on the Petition Date, retroactive to
the Petition Date. Subject to the other provisions of the Third
Interim Order, the Adequate Protection Liens will be valid and
fully perfected without any further action by any party and without
the execution or the recordation of any control agreements,
financing statements, security agreements, or other documents.
Wells Fargo will also receive a claim under section 507(b) of the
Bankruptcy Code, senior in priority to all other administrative
expenses, as adequate protection to the extent of any decrease in
value of their respective perfected interests in the cash
collateral, subject to a carve-out for the Debtor's professional,
if any, as may be agreed to between the Debtor and Wells Fargo or
ordered by the Court.
The Debtor will continue to maintain insurance on its assets, name
Wells Fargo as a loss payee and provide proof of insurance upon
request.
Unless extended by the Court upon the written agreement of Wells
Fargo, the Debtor's authorization to use cash collateral will
immediately terminate on the earlier to occur of:
a. the date on which Wells Fargo provides, via facsimile and
electronic mail, written notice to the Debtor's counsel of the
occurrence of an Event of Default and the expiration of a
five-business day cure period, if such default can be cured; and
b. March 8, 2023, unless otherwise agreed by Wells Fargo and
the Debtor in writing.
A further hearing on the matter is set for March 28, 2023 at 1:30
p.m.
A copy of the order is available at https://bit.ly/3RV6Giz from
PacerMonitor.com.
About Midland Electric Supply
Midland Electric Supply, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-04199) on
Oct. 19, 2022, with up to $500,000 in assets and up to $10 million
in liabilities. Matthew L. Johnson, owner and member of Midland
Electric Supply, signed the petition.
Judge Robyn L. Moberly oversees the case.
David Krebs, Esq., at Hester Baker Krebs, LLC is the Debtor's legal
counsel.
NABORS INDUSTRIES: Posts $69 Million Net Loss in Fourth Quarter
---------------------------------------------------------------
Nabors Industries Ltd. reported a net loss attributable to the
Company's common shareholders of $69.07 million $769.34 million of
total revenues and other income for the three months ended Dec. 31,
2022, compared to a net loss attributable to the Company's common
shareholders of $113.68 million on $543.69 million of total
revenues and other income for the three months ended Dec. 31,
2021.
For the year ended Dec. 31, 2022, Nabors reported a net loss
attributable to the Company's common shareholders of $350.26
million on $2.66 billion of total revenues and other income
compared to a net loss attributable to the Company's common
shareholders of $572.92 million on $2.02 billion of total revenues
and other income for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $4.72 billion in total assets,
$3.51 billion in total liabilities, $678.60 million in redeemable
noncontrolling interest in subsidiary, and $536.79 million in total
equity.
Anthony G. Petrello, Nabors Chairman, CEO and president, commented,
"Our fourth quarter performance and financial results were
impressive. Once again, all segments contributed to strong
sequential growth. Total adjusted EBITDA was the highest quarterly
level since 2015. The U.S. Drilling segment drove most of our
growth, highlighted by unprecedented daily margins in the Lower 48
market. Daily margin and adjusted EBITDA also improved in our
International segment. In Drilling Solutions, growth accelerated
with the annual adjusted EBITDA run rate surpassing $120 million,
as gross margin set another record at nearly 53%. Rig Technologies
had its best quarter in seven years.
"In the Lower 48, we successfully repriced the majority of our rigs
during the quarter. As a result, daily rig revenue increased by
more than $3,500. Almost all of that increase flowed through to
daily gross margin, which improved by nearly $3,500, to $14,600, an
all-time high. Notwithstanding this growth, leading edge daily
revenue in this market remains substantially higher than our fourth
quarter average.
"In our International segment, SANAD deployed its second newbuild
rig, of the initial five awards, late in the quarter. The
remaining three units are expected to commence operations by the
third quarter. In addition, SANAD has been awarded five more
newbuild rigs, bringing the total awarded to date to 10.
Deployment of this second tranche of five is expected to begin
around the end of 2023 at the earliest. We also reactivated an
existing rig in Saudi Arabia, and in Papua New Guinea our advanced
rig contributed a full quarter at its operating rate.
"Revenue in our Drilling Solutions segment accelerated in the
fourth quarter. Adjusted EBITDA increased by 18% sequentially,
driven by growth across most product lines. NDS revenue on our
U.S. rigs, third-party U.S. rigs, and International rigs all saw
double-digit growth in the quarter.
"In our Rig Technologies segment, all product lines contributed to
the increase in segment EBITDA. The most significant increases
were in aftermarket parts, and rentals.
"Demonstrating our commitment and progress supporting the energy
transition, Nabors was awarded the Energy Transition Award -
Upstream at the 24th Annual Platts Global Energy Awards in
December. Our strategy has taken shape since we announced it a year
ago. We have deployed multiple energy transition solutions on our
rigs, as well as on third party units. Also, we are developing
advanced technologies focused on responsible hydrocarbon
production, hydrogen, and carbon."
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1163739/000110465923011769/tm235730d1_ex99-1.htm
About Nabors
Nabors Industries Ltd. (NYSE: NBR) owns and operates one of the
world's largest land-based drilling rig fleets and is a provider of
offshore rigs in the United States and several international
markets. Nabors also provides directional drilling services,
tubular running services, performance tools, and innovative
technologies for its own rig fleet and those operated by third
parties.
Nabors reported a net loss of $543.69 million for the year ended
Dec. 31, 2021, a net loss of $762.85 million for the year ended
Dec. 31, 2020, a net loss of $680.51 million for the year ended
Dec. 31, 2019, a net loss of $612.73 million for the year ended
Dec. 31, 2018, and a net loss of $540.63 million for the year ended
Dec. 31, 2017.
* * *
In November 2021, Fitch Ratings affirmed Nabors Industries, Ltd.'s
and Nabors Industries, Inc.'s (collectively, Nabors) Issuer Default
Ratings (IDRs) at 'CCC+'.
NATIONAL REALTY: Exclusive Filing Period Extended to May 3
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
the time National Realty Investment Advisors, LLC and its
affiliates can keep exclusive control of their Chapter 11 cases,
giving them until May 3 to file a bankruptcy plan and until July 3
to solicit votes on that plan.
Throughout these Chapter 11 cases, the companies have made every
effort to reach consensual resolutions of any issues raised by
investors and other creditors. In addition, over the past few
months, the companies have worked closely with the official
committee of unsecured creditors' professionals to identify and
formulate potential plan structures and terms to maximize creditor
returns.
"These on-going, substantive discussions have been fruitful and the
[companies] are working diligently with the goal of filing a
Chapter 11 plan in the coming weeks. However, additional time is
needed to continue negotiations and drafting of key plan
documents," said S. Jason Teele, Esq., one of the attorneys at
Sills Cummis & Gross, P.C. representing the companies.
About National Realty Investment
National Realty Investment Advisors, LLC is a luxury-homes
developer based in Secaucus, N.J.
National Realty Investment Advisors and 102 affiliates, including
NRIA Partners Portfolio Fund I, LLC, sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No.
22-14539) on June 7, 2022.
In the petition filed by its independent manager, Brian Casey,
National Realty Investment Advisors listed up to $50,000 in both
assets and debt. NRI Partners Portfolio listed assets between $50
million and $100 million and liabilities between $500 million and
$1 billion.
Judge John K. Sherwood oversees the cases.
S. Jason Teele, Esq., at Sills Cummis & Gross P.C., is the Debtors'
counsel. Omni Agent Solutions is the claims and noticing agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors on June 30, 2022. The committee is
represented by Ice Miller, LLP.
NATIVE ENGINEERS: Seeks Cash Collateral Access Thru March 1
-----------------------------------------------------------
Native Engineers, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana for authority to continue using cash
collateral through March 1, 2023 in accordance with its agreement
with b1Bank.
b1Bank asserts liens on the Debtor's cash collateral for certain
disbursements.
The Debtor seeks to continue to use cash collateral on the same
terms and conditions as the November 29, 2022 cash collateral
order, except that adequate protection payments to b1Bank would be
due not later than the 6th day of each month.
A copy of the motion is available at https://bit.ly/3YLhqSU from
PacerMonitor.com.
About Native Engineers
Native Engineers, LLC -- https://nativeengineers.com/-- provides
engineering, construction management, and program management
services. The company is based in Mandeville, La.
Native Engineers filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No.
22-11316) on Oct. 28, 2022, with $1 million to $10 million in both
assets and liabilities. Greta M. Brouphy has been appointed as
Subchapter V trustee.
Judge Meredith S. Grabill oversees the case.
The Debtor is represented by Ryan James Richmond, Esq., at
Sternberg, Naccari & White, LLC.
NB HOTELS: Amends AmeriCredit Secured Claims Pay Details
--------------------------------------------------------
NB Hotels Dallas LLC submitted a Third Amended Disclosure Statement
for Second Amended Plan of Reorganization dated February 9, 2023.
The Plan is a plan of reorganization. The Debtor is the owner of
the real property and improvements located at 13402 Noel Road,
Dallas, Texas 75240, where the Debtor operates a hotel known as the
Le Meridien Dallas Hotel (the "Hotel").
This Plan pays all Allowed Secured and Unsecured Claims in full,
with interest.
Class 4 consists of Allowed Secured Claims of AmeriCredit Financial
Services, Inc. d/b/a GM Financial. The Class 4 Allowed Secured
Claim of AmeriCredit shall be paid in full in 60 equal monthly
installments of principal plus interest at the rate of 8.75% per
annum. The payments shall begin on the first day of the first month
following the Effective Date and continue on the first day of each
subsequent month until the Claim is paid in full under the Plan.
This Claim is Impaired.
Like in the prior iteration of the Plan, Class 5 Allowed Unsecured
Claims equal to or over the amount of $50,000.00, other than the
Claims of Class 7 Insiders shall be paid in full over 84 months
from the Effective Date, with interest accruing from the Effective
Date at the rate of 1% per annum.
Class 6 shall consist of Allowed Unsecured Claims under the amount
of $50,000.00, other than the Claims of Class 7 Insiders. Class 6
Claimants shall be paid in full over 48 months from the Effective
Date, with interest accruing from the Effective Date at the rate of
1% per annum. These Claims will be paid in equal monthly
installments of principal and interest commencing on the first day
of the first month following the Effective Date and continuing on
the first day of each month thereafter.
Class 7 shall consist of the Allowed Claims of Insiders of the
Debtor. Class 7 Claims shall be paid in full but only after full
payment of Classes 1-6 and all Priority Claims according to the
Plan. Class 7 Claimants may vote on the Plan, but their Claims will
not be counted for or against Confirmation.
Class 8 shall consist of Allowed Equity Interests in the Debtor.
Class 8 Interests shall be retained under the Plan. These Interests
are not Impaired.
Except as provided in the Settlement Stipulation or Conditional
Waver Agreement, the Debtor will use its normal operating income to
make payments under the Plan and pay operating expenses unless
otherwise provided in the Plan.
A full-text copy of the Third Amended Disclosure Statement dated
February 9, 2023 is available at https://bit.ly/3jSIQr2 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
About NB Hotels Dallas LLC
NB Hotels Dallas LLC owns and operates the Le Meridien Hotel Dallas
located at 13402 Noel Road, Dallas, Texas. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Tex. Case No. 22-30681) on April 18, 2022. In the petition
signed by Nadir Badruddin, its president, the Debtor disclosed up
to $100 million in both assets and liabilities.
Judge Harlin Dewayne Hale oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is
the Debtor's counsel.
Wells Fargo Bank, National Association as Trustee for Morgan
Stanley Capital Trust 2019-22 for the benefit of the Commercial
Mortgage Pass-Through Certificate Holder, as lender, is represented
by Bruce J. Zabarauskas, Esq., at Holland & Knight LLP.
NEW YORK INN: Wins Interim Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, authorized New York Inn Inc. to use cash
collateral on an interim basis in accordance with the budget, with
a 15% variance.
The Debtor requires the use of cash collateral to continue the
operation of its business.
Spectra Bank and the U.S. Small Business Administration assert an
interest in the Debtor's cash collateral.
To the extent of any diminution in value in the Pre-Petition
Collateral of the Secured Lenders, the Secured Lenders are granted
valid, binding, enforceable, and perfected liens co-extensive with
the Secured Lenders' pre-petition liens in all currently owned or
hereafter acquired property and assets of the Debtor.
The replacement liens granted to the Secured Lenders are
automatically perfected without the need for filing of a UCC-1
financing statement with the Secretary of State's Office or any
other such act of perfection.
The Debtor is directed to pay Spectra Bank $4,000 or the amount
agreed upon between the Debtor and the Bank, as adequate protection
for use of cash collateral, on or before the 5th of each month,
commencing in the month of February 2023.
A final hearing on the matter is set for March 1 at 1:30 p.m.
A copy of the Court's order and the Debtor's February 2023 budget
is available at https://bit.ly/3lziiMc from PacerMonitor.com.
The Debtor projects $23,500 in total income and $10,687 in total
expenses for the month.
About New York Inn
A group of creditors including AP Interior, Prateek Desai and
Wajattat Ali Khan, filed an involuntary Chapter 11 petition against
Arlington, Texas-based New York Inn Inc. (Bankr. N.D. Tex. Case No.
21-30958) on May 21, 2021. The creditors are represented by Bill
Rielly, Esq.
The Debtor owns and operates a hotel located in Arlington, Texas.
After an involuntary bankruptcy petition was filed, the Debtor
consented to an Order for Relief in order to restructure its debts
after suffering reduced revenues from the downturn in the economy
precipitated by the COVID-19 pandemic and also by damage to the
hotel due to the freeze that occurred in February 2021.
Additionally, the Hotel was damaged following the Texas winter
storm in February 2021 and has been closed since that time. The
Debtor is waiting for its property insurance company to release
funds to pay for the necessary repairs so that it can reopen. The
Debtor is commencing legal action to collect on its insurance and
has retained an independent adjuster, a contractor and litigation
counsel all of which it is seeking to employ to move this case
along.
The Debtor has $1.02 million in total assets and $2.35 million in
total liabilities.
Judge Michelle V. Larson oversees the case.
New York Inn tapped Joyce W. Lindauer Attorney, PLLC as bankruptcy
counsel. Katharine Battaia Clark serves as the Subchapter V
Trustee. Under its Second Amended Plan of Reorganization Under
Subchapter V of Chapter 11, the Debtor will pay Secured Claims and
will pay a 10% return to Allowed Unsecured Claims over 36 months.
NIELSEN & BAINBRIDGE: Court OKs $60MM DIP Loan from KKR
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Nielsen & Bainbridge, LLC and its
affiliates to use cash collateral and obtain postpetition financing
on an interim basis.
The Debtors obtained postpetition financing pursuant to a secured,
superpriority, priming debtor-in-possession multi-draw term loan
facility and the Senior Secured Superpriority Debtor-in-Possession
Credit Agreement by and among:
-- the Borrower,
-- the DIP Guarantors,
-- Credit Advisors (US) LLC and Silver Point Capital, L.P., as
lenders, and
-- KKR Loan Administration Services, LLC, as administrative
agent and collateral agent,
The DIP Facility consists of:
(i) new money term loans in an aggregate principal amount of
$30 million, of which $10 million will be available upon entry of
the Interim Order, and the remainder will be available upon the
entry of the Final Order, and
(ii) $30 million of DIP Roll-Up Loans, which will be deemed
rolled up and converted into DIP Obligations on a dollar-for-dollar
basis based on the amount of New Money DIP Term Loans actually
funded and on such day as the New Money DIP Term Loans are actually
funded.
The Borrowings will be repaid in full and in cash, and the
commitments will terminate, on the earliest to occur of the
following:
(a) two months following the Closing Date;
(b) the effective date and the date of the substantial
consummation of a plan of reorganization that has been confirmed by
an order of the Bankruptcy Court;
(c) the consummation of a sale or other disposition of all or
substantially all of the assets of the Debtors under section 363 of
the Bankruptcy Code;
(d) the date the Bankruptcy Court orders the conversion of the
bankruptcy case of any of the DIP Loan Parties to a Chapter 7
liquidation;
(e) the acceleration of the loans or termination of the
commitments under the DIP Facility, including as a result of the
occurrence of an Event of Default;
(f) the date that is 35 days after the Interim Order entry
date if the Final Order entry date will not have occurred by such
date; and
(g) the date of consummation of one or more sales that, in the
aggregate, constitutes a sale of all or substantially all of the
DIP Collateral.
The Debtors are required to comply with these milestones:
(a) No later than the Petition Date, the Debtors will file an
acceptable plan of reorganization and related disclosure
statement;
(b) No later than February 11, three days after the Petition
Date, the Bankruptcy Court will have entered an Interim Order;
(c) No later than March 9, 30 days after the Petition Date,
the Debtors will have entered into new or amended terms with
vendors in a sufficient number and on terms and conditions
necessary to support the Debtors' business, in each case, that are
acceptable to the Debtors and the Required DIP Lenders;
(d) No later than February 25, 17 days after the Petition
Date, the Bankruptcy Court will have entered an order approving the
Disclosure Statement in form and substance satisfactory to the
Required DIP Lenders;
(e) No later than March 14, 35 days after the Petition Date,
the Bankruptcy Court will have entered a Final Order;
(f) No later than March 19, 40 days after the Petition Date,
the Bid Deadline will have occurred;
(g) No later than March 21, 2023, 42 calendar days after the
Petition Date, the Auction, if needed, will have occurred;
(h) No later than March 25, 2023, 45 days after the Petition
Date, a hearing to consider confirmation of an acceptable plan of
reorganization will have occurred;
(i) No later than March 30, 2023, 50 days after the Petition
Date, the Bankruptcy Court will have entered a final order, in form
and substance satisfactory to the Required DIP Lenders, confirming
an approved plan of reorganization; and
(j) No later than April 8, 2023, 60 days after the Petition
Date, the plan effective date will have occurred.
The Debtors are party to the First Lien Credit Agreement dated as
of April 26, 2017, and any other agreements and documents executed
or delivered in connection therewith, by and among (a) NBG
Intermediate Holdings Inc. (b) NGB Acquisition Inc., as initial
borrower, (c) KNB Holdings Corporation, as Prepetition 1L Borrower,
(d) the guarantors party thereto, (e) Deutsche Bank AG New York
Branch, as administrative and collateral agent, and (f) the lenders
party thereto from time to time.
As of the Petition Date, the Prepetition 1L Loan Parties were
indebted and liable to the Prepetition 1L Secured Parties in the
aggregate principal amount of not less than $282.262 million.
The Debtors are also party to the Second Lien Credit Agreement
dated as of April 26, 2017, and any other agreements and documents
executed or delivered in connection therewith, by and among (a)
Holdings, (b) NGB Acquisition Inc., as initial borrower, (c) KNB
Holdings Corporation, as Prepetition 2L Borrower, (d) the
guarantors party thereto, (e) Cortland Capital Market Services LLC,
as administrative and collateral agent, and (f) the lenders party
thereto from time to time.
As of the Petition Date, the Prepetition 2L Loan Parties were
indebted and liable to the Prepetition 2L Secured Parties in the
aggregate principal amount of not less than $73.359 million.
The Debtors are party to the ABL Credit Agreement dated as of April
26, 2017 and any other agreements and documents executed or
delivered in connection therewith, among (a) KNB Holdings as ABL
borrower, (b) Holdings, as guarantor, (c) Wells Fargo Bank,
National Association, as administrative agent and collateral agent,
and (d) the lenders from time to time party thereto.
As of the Petition Date, the Prepetition ABL Loan Parties were
indebted to the Prepetition ABL Secured Parties for not less than
$57.7 million in outstanding principal amount of Loans.
The Debtors have demonstrated an immediate and critical need to
obtain the DIP Financing and to use Prepetition Collateral to
permit, among other things, the orderly continuation of the
operation of their businesses, to maintain business relationships
with vendors, suppliers and customers, to make payroll, to satisfy
other working capital and operational needs, and to fund
administrative expenses of the chapter 11 cases.
As adequate protection for the use of cash collateral, the 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.
A final hearing on the matter is set for March 1, 2023 at 2:30
p.m.
A copy of the order is available at https://bit.ly/3Yu7kGj from
PacerMonitor.com.
About Nielsen & Bainbridge, LLC
Nielsen & Bainbridge, LLC together with its debtor and non-debtor
affiliates, is an end-to-end supplier of home decor and hardwire
lighting operating under the trade name NBG Home. NBG Home serves
a portfolio of prominent retail partners in the design,
development, and fulfillment of products such as lighting, accents,
furniture, soft home goods, wall decor, and frames sold under
various brand names. NBG Home operates eight business units
touching the brick-and-mortar and eCommerce spaces.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90071) on
February 8, 2023.
In the petition signed by Hope Margala, as authorized signatory,
the Debtors disclosed up to $500 million in assets and up to $1
billion in liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Jackson Walker LLP as local bankruptcy counsel,
Kirkland and Ellis LP and Kirkland and Ellis International LLP as
general bankruptcy counsel, Alvarez and Marsal North America, LLC
as financial advisor, Guggenheim Securities, LLC as investment
banker, Hilco Real Estate, LLC as exclusive sales agent, and Omni
Agent Solutions as claims, noticing, solicitation agent and
administrative advisor.
KKR Loan Administration Services, LLC, serves as administrative
agent and collateral agent under the DIP Facility. Counsel to the
DIP Lenders are:
Dennis F. Dunne, Esq.
Matthew L. Brod, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001
Wells Fargo Bank, National Association is the administrative agent
and collateral agent under the Prepetition ABL Facility. Counsel
to the Prepetition ABL Agent are:
Julia Frost-Davies, Esq.
Christopher L. Carter, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
NS FOA: Case Summary & 13 Unsecured Creditors
---------------------------------------------
Debtor: NS FOA LLC
d/b/a Florida Shrimp Company
d/b/a Pristine Water Aquaculture
15369 County Road 512
Fellsmere FL 32948
Business Description: Florida Shrimp owns the largest covered
shrimp farm in the United States, supplying
fresh-frozen shrimp year round. The Company
distributes products, including fresh-
frozen ballyhoo (rigged and unrigged),
bonita strips and more.
Chapter 11 Petition Date: February 14, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 23-11183
Debtor's Counsel: Aaron A. Wernick, Esq.
WERNICK LAW, PLLC
2255 Glades Road Suite 324A
Boca Raton, FL 33431
Tel: 561-961-0922
Email: awernick@wernicklaw.com
Total Assets: $1,180,942
Total Liabilities: $931,850
The petition was signed by Congwei "Allan" Xu as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/EXHMPEA/NS_FOA_LLC__flsbke-23-11183__0001.0.pdf?mcid=tGE4TAMA
NUZEE INC: Sooncha Kim Has 9.79% Equity Stake as of Dec. 31
-----------------------------------------------------------
Sooncha Kim disclosed in a Schedule 13G/A filed with the Securities
and Exchange Commission that as of Dec. 31, 2022, he beneficially
owns 68,767 shares of common stock of NuZee Inc., representing 9.79
percent based on 691,088 shares of the Issuer's common stock
outstanding as of Jan. 20, 2023, as reported in the Issuer's
definitive proxy statement filed on Jan. 30, 2023. A full-text
copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315223003853/formsc13ga.htm
About NuZee
NuZee, Inc. (d/b/a Coffee Blenders) is a co-packing company for
single serve coffee formats that partners with companies to help
them develop within the single serve and private label coffee
category.
Nuzee reported a net loss of $11.80 million for the year ended
Sept. 30, 2022, a net loss of $18.55 million for the year ended
Sept. 30, 2021, a net loss of $9.52 million for the year ended
Sept. 30, 2020, and a net loss of $12.21 million for the year ended
Sept. 30, 2019. As of Sept. 30, 2022, the Company had $11.71
million in total assets, $1.97 million in total liabilities, and
$9.74 million in total stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Dec. 23, 2022, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going concern.
OLYMPIA SPORTS: Hearing on Exclusivity Bid Set for Feb. 22
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is set to
hold a hearing on Feb. 22 to consider the motion filed by Olympia
Sports Acquisitions, LLC and its affiliates to extend the time they
can keep exclusive control of their bankruptcy cases.
The motion seeks to extend the companies' exclusive period to file
a Chapter 11 plan to April 10 and solicit votes on the plan to June
8.
The companies have sold significantly all of their assets since
their bankruptcy filing and are moving toward the wind-down of
their affairs. The companies have already drafted a plan and are
currently negotiating the exact terms with the official unsecured
creditors' committee, which warrants an extension of the exclusive
periods, according to court filings.
About Olympia Sports Acquisitions
Olympia Sports Acquisitions, LLC, is a sporting goods retail
company that maintains brick and mortar locations across the East
Coast, including Maine, New Hampshire, Vermont, New York,
Massachusetts, Rhode Island, and New Jersey.
On Sept. 11, 2022, Olympia Sports and several affiliates,
including, RSG Acquisitions, LLC, Project Running Specialties,
Inc., and The Running Specialty Group, LLC, sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10853).
Olympia Sports estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.
The Debtors tapped Shulman Bastian Friedman & Bui LLP as general
bankruptcy counsel; Morris James LLP as local counsel; and Force 10
Partners as financial advisor. BMC Group is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors in the Debtors' cases on Sept. 23,
2022. Kelley Drye & Warren, LLP, Emerald Capital Advisors, and
Potter Anderson & Corroon, LLP serve as the committee's lead
bankruptcy counsel, financial advisor and Delaware counsel,
respectively.
PACKABLE HOLDINGS: Court OKs Deal on Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware signed off
on a fourth stipulation extending:
-- debtor Packable Holdings, LLC's interim access to cash
collateral; and
-- the Official Committee of Unsecured Creditors' Challenge
Period under the Interim Cash Collateral.
The Fourth Stipulation was entered by the Debtors, the Committee
and JPMorgan Chase Bank, N.A. on behalf of itself and the lenders
under the ABL facility.
Upon the Committee's appointment in September and the panel's
retention of counsel, the Committee, the Debtors and the ABL Agent
worked collaboratively in an effort to narrow or resolve any open
issues with respect to Cash Collateral. That process was not
complete by the time set for objections to, and final hearing on,
Cash Collateral. Accordingly, the parties agreed (and the ABL Agent
consented) to continue the final hearing on Cash Collateral and to
continue to operate in accordance with the Interim Cash Collateral
Order.
While the liquidation of the Debtors' assets has continued, the
parties have simultaneously engaged in discussions (and
productions) concerning the Committee's requests for certain
documents and information from, among others, the Debtors and the
ABL Agent.
On January 17, 2023, the Court entered the Order Regarding Third
Stipulation Extending the Interim Use of Cash Collateral and the
Official Committee of Unsecured Creditors' Challenge Period Under
the Interim Cash Collateral Order, which: (i) further extended the
Challenge Period for the Committee to the earlier of (a) March 3,
2023, and (b) the deadline to object to confirmation of a chapter
11 plan; and (ii) scheduled the final hearing on the use of Cash
Collateral for February 15, 2023.
The Committee, the Debtors, and the ABL Agent have agreed to extend
the Challenge Period through the earlier of (a) April 7, 2023, and
(b) the deadline to object to confirmation of a chapter 11 plan.
They also have agreed that a final hearing on Cash Collateral will
be continued until March 8, 2023 and have further agreed that this
extension of time shall not, in and of itself, constitute a default
under the Interim Cash Collateral Order.
Debtors Holdings and Pharmapacks, LLC are borrowers under a Credit
Agreement, dated as of July 24, 2020, by and among Holdings and
Pharmapacks, JPMorgan Chase Bank, N.A. as agent and lender, and the
additional lenders from time to time party thereto in, an aggregate
principal amount not to exceed $60 million, with availability based
on the value of certain of the Debtors' accounts receivable and
inventory, less certain offsets, reserves, and availability blocks.
The ABL Facility was slated to mature January 15, 2023.
All obligations under the ABL Facility are guaranteed on a senior
secured first-lien basis by each of Packable's wholly owned
domestic subsidiaries. Pursuant to a Pledge and Security agreement
dated as of July 24, 2020, the ABL Facility is secured by first
priority security interests in and liens on the "Collateral", which
is comprised of substantially all of the Debtors' assets, including
intellectual property. In addition, the ABL Lenders have cash
dominion over Packable's operating accounts and, in specified
circumstances, over its investment account.
On April 14, 2022, contemporaneously with the closing of the Term
Loan Facility, the ABL Lenders and Packable entered into a
forbearance agreement to address certain defaults by Packable and
an agreed-upon forbearance by the ABL Lenders. The ABL Forbearance
Agreement required Packable to maintain minimum liquidity of at
least $10 million at all times, and to deposit cash into a
restricted cash account to cure any deficiency in the borrowing
base in the event the borrowing base fell below $47 million.
On April 14, 2022, Holdings entered into the Term Loan Credit
Agreement, which governs a multi-tranche term loan facility with
Alter Domus (US) LLC, and certain Term Loan Lenders to the Debtors
comprised of $86,652,935 in Tranche A loans and $8,715,000 in
bridge loans. As of the Petition Date, the aggregate principal
amount outstanding under the Term Loan Facility was $95.368
million.
A copy of the stipulation is available at https://bit.ly/3lqqmhW
from PacerMonitor.com.
A copy of the order is available at https://bit.ly/3YExrK8 from
PacerMonitor.com.
About Packable Holdings LLC
Packable Holdings LLC -- https://www.packable.com/ -- is a
multi-marketplace e-commerce enablement platform.
Packable Holdings LLC and five affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 22-10797) on August 29, 2022. In the petition filed by Maria
Harris, as chief legal officer, the Debtor reported assets and
liabilities between $100 million and $500 million each.
Judge Craig T. Goldblatt oversees the case.
Cooley LLP and Potter Anderson & Corroon LLP serve as the Debtors'
attorneys. Alvarez and Marsal North America, LLC, is the financial
advisor. Epiq Corporate Restructuring, LLC, is the claims agent.
Hilco Merchant Resources, LLC, is the liquidation agent.
Counsel to the Official Committee of Unsecured Creditors:
Anthony M. Saccullo, Esq.
Mark T. Hurford, Esq.
Mary Augustine, Esq.
A.M. SACCULLO LEGAL, LLC
27 Crimson King Drive
Bear, DE 19701
Telephone: (302) 836-8877
Facsimile: (302) 836-8787
E-mail: AMS@Saccullolegal.com
Mark@saccullolegal.com
Meg@saccullolegal.com
- and -
Eric R. Wilson, Esq.
Jason R. Adams, Esq.
Maeghan J. McLoughlin, Esq.
KELLEY DRYE & WARREN LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Telephone: (212) 808-7800
Facsimile: (212) 808-7897
E-mail: ewilson@kelleydrye.com
jadams@kelleydrye.com
mmcloughlin@kelleydrye.com
Counsel to the JPMorgan Chase Bank, N.A., as Administrative Agent:
Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: shapiro@rlf.com
- and -
Julia Frost-Davies, Esq.
Marc R. Leduc, Esq.
MORGAN, LEWIS & BOCKIUS LLP
One Federal Street
Boston, MA 02110-1726
Telephone: (617) 341-7700
Facsimile: (617) 341-7701
E-mail: julia.frost-davies@morganlewis.com
marc.leduc@morganlewis.com
- and -
T. Charlie Liu, Esq.
MORGAN, LEWIS & BOCKIUS LLP
101 Park Avenue
New York, NY 10178-0060
Telephone: (212) 309-6000
Facsimile: (212) 309-6001
E-mail: charlie.liu@morganlewis.com
PETNESS WORLD: Unsecureds Will Get 20% of Claims in 5 Years
-----------------------------------------------------------
Petness World LLC dba Petness World filed with the U.S. Bankruptcy
Court for the Southern District of New York an Amended Chapter 11
Plan of Reorganization under Subchapter V dated February 9, 2023.
The Debtor is a domestic corporation, duly organized and existing
under and by virtue of the laws of the State of New York with its
principal place of business at 1277 Saint Nicholas Avenue, New
York, NY 10033 (the "Premises").
Debtor's filing was precipitated by (i) a reduction of income
caused by the COVID-19 pandemic and by certain Merchant Cash
Advances (the "MCA Creditors") which required the subject cash
advance to be repaid in daily payments equal to 13-20% of the
Debtor's daily collected receivables. This rapid reduction in daily
revenue resulted in liquidity constraints, impairing Debtor's
ability to satisfy ongoing operational expenses, including rent
payments for the leased locations.
Consequently, Debtor filed for bankruptcy relief in order to
restructure its debt and operations in advance of a return to
normal upon the full reopening of markets post-pandemic. Debtor's
intention on filing was to use chapter 11 to confirm a plan,
allowing it to shed the MCA Creditors' debt, and exiting bankruptcy
with a healthy balance sheet. The Debtor believes that by
confirming this Plan, that they will achieve these goals.
The Debtor believes this Plan satisfies the primary goal of Chapter
11, which is to enable the Debtors to reorganize, restructure, and
emerge as a productive business. The Debtor submits that this Plan
will accomplish these goals and that Confirmation of the Plan will
provide the best possible return to Holders of Claims and Interests
and is in the best interests of the Debtor, its creditors, and
Interest Holders.
This Plan provides for a reorganization of the Debtor to preserve
its going concern value and future business. Subchapter V
contemplates under 1191(c) of the Bankruptcy Code that the Plan
provide a payout to creditors of all of each Debtor's disposable
income over a 3-to-5-year commitment period ("Disposable Income").
Debtor proposes to confirm this Plan it will provide creditors with
a distribution that is more than the Liquidation Value.
Class 1 consists of all allowed claims entitled to priority and
priority tax claims. The Priority Tax Claims of New York State
Department of Taxation & Finance shall be paid over a period of 5
years from the Effective Date or upon such other terms as may agree
to between this Class1 Claimant and the Debtor.
Class 2 shall consist of the Holder of the Allowed Secured Claim of
Kalamata Capital Group, LLC, NewLane Finance Company, Simply
Funding LLC, Prosperum Capital Partners LLC, Funding Metrics, LLC,
and Silverline Services. Class 2 will be paid over a period of 5
years from the Effective Date or upon such other terms as may agree
to between these Class 2 Claimants and the Debtor.
Class 3 shall consist of All Allowed Unsecured Claims. Class 3
claims shall be paid 20% of each allowed unsecured claim, with the
first payment to be made within 30-days after the Effective Date
and will continue for a period of 5 years or upon such other terms
as may agree to between these Class 3 Claimants and the Debtor.
The Debtor projects that payments of Disposable Income during the
Commitment Period will be greater than the amount Holders of an
Allowed Other General Unsecured Claims would receive in a
hypothetical chapter 7 liquidation. Class 3 is Impaired and all
Holders of Class 3 Claims are entitled to vote on the Plan.
It is expected that all distributions under this Plan will be
funded from the Reorganized Debtor's cash on hand and/or earnings
and made by the Reorganized Debtor.
A full-text copy of the Amended Plan dated February 9, 2023 is
available at https://bit.ly/3xk3UtF from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Julio E. Portilla, Esq.
LAW OFFICE OF JULIO E. PORTILLA, P.C.
555 Fifth Avenue, 17th Floor
New York, NY 10017
Tel: (212) 365-0292
Fax: (212) 365-4417
About Petness World
Petness World LLC dba Petness World is a domestic corporation, duly
organized and existing under and by virtue of the laws of the State
of New York with its principal place of business at 1277 Saint
Nicholas Avenue, New York, NY 10033 (the "Premises"). The Debtor
sought protection for relief under Chapter 11 of the Bankruptcy
Court (Bankr. S.D.N.Y. Case No. 22-10118) on Jan. 31, 2022, listing
under $1 million in both assets and liabilities. Julio E. Portilla,
Esq. at the LAW OFFICE OF JULIO E. PORTILLA, P.C. represents the
Debtor as counsel.
PICCARD PETS: Court OKs Cash Collateral Access Thru March 7
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Piccard Pet Supplies, Corp. to
use cash collateral on an interim basis in accordance with the
budget, through the date of the hearing set for March 7, 2023 at
11:30 a.m.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; and (b) the current and
necessary expenses set forth in the budget.
The Cash Collateral lenders will have a perfected postpetition lien
against cash collateral to the same extent and with the same
validity and priority as their respective prepetition lien(s),
without the need to file or execute any document as may otherwise
be required under applicable non-bankruptcy law.
Amazon.com Services, LLC is directed to release the hold on funds
payable to the Debtor being held on request of the Creditor,
Sellersfunding International Portfolio LTD, or other creditors, and
disburse the funds to the Debtor immediately upon entry of the
Order.
Amazon Capital Services, Inc. is directed to release its hold on
inventory belonging to the Debtor and allow same to be sold and
distributed in the normal course of the Debtor's business. Amazon
Capital Services, Inc. will have a perfected post-petition lien on
the Debtor's replacement inventory to the same extent and with the
same validity and priority as their respective prepetition lien(s),
without the need to file or execute any document as may otherwise
be required under applicable nonbankruptcy law.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3E5C4Fr from PacerMonitor.com.
The Debtor projects $241,667 in net revenue and $233,530 in total
expenses.
About Piccard Pets Supplies, Corp.
Piccard Pets Supplies, Corp. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00210) on
January 30, 2023. In the petition signed by Marlon Martinez, its
CEO, the Debtor disclosed up to $50,000 in assets and up to $10
million in liabilities.
Judge Jacob A. Brown oversees the case.
Thomas Adam, Esq., at Adam Law Group, represents the Debtor as
legal counsel.
PRECISION 1 CONTRACTING: Seeks Cash Collateral Access
-----------------------------------------------------
Precision 1 Contracting, Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York for authority to use the cash
collateral of the U.S. Small Business Administration.
The Debtor requires the use of cash collateral to pay operating
expenses and general administrative overhead in connection with its
ongoing projects.
The precipitating factors leading up to the filing of the Debtor's
Chapter 11 petition and the need for Chapter 11 relief relate to
several events. First, as with many other small businesses, the
impact of the Covid-19 pandemic had a substantial adverse effect on
the Debtor's business. The Debtor was compelled to borrow funds to
pay imminent and necessary expenses incurred during the COVID
closure. Specifically, the Debtor received an Economic Injury
Disaster Loan in the amount of $150,000 from the SBA. The EIDL is
secured by a blanket lien on all of the Debtor's assets.
The Debtor also borrowed $60,000 in the form of a term loan and a
$50,000 line of credit from ODK Capital, LLC d/b/a OnDeck, a middle
market lender, for the purpose of providing the Debtor with
additional working capital. Although the OnDeck loan documentation
provides that the OnDeck loan is to be secured, no UCC-1 filings
were made. OnDeck had been, until the Filing Date, debiting the
Debtor's checking account on a weekly basis to effect repayments of
the term loan and line of credit facility.
Second, in November 2022 a lawsuit was commenced by the Board of
Trustees, Sheet Metal Workers National Pension Fund against the
Debtor and an entity by the name of Port Byram Holdings, Ltd. in
the United States District Court for the Eastern District of
Virginia, Alexandria Division. Port Byram is the Debtor's landlord
and is wholly owned by Maribeth Pasqualini, the mother of Corinne
Pasqualini, the President and sole shareholder of the Debtor.
The Complaint in the Pre-Petition Lawsuit alleges the Debtor is a
"successor entity and/or alter ego" of an entity named Zodiac
Industries, Inc., which was the subject of a Chapter 11 proceeding
in this Court in 2017. The Zodiac Chapter 11 Proceeding was
dismissed and Zodiac subsequently dissolved and is no longer in
operation. Zodiac, also an HVAC contractor, was owned by Maribeth
Pasqualini and was a party to a Collective Bargaining Agreement
with the International Association of Sheet Metal, Air, Rail and
Transportation Union.
The Pension Fund alleges the Debtor, which is a non-union
contractor and was never party to a collective bargaining agreement
with the Union, is responsible for Zodiac's withdrawal liability
with respect to its pension fund obligations, in an amount in
excess of $2.6 million. The Debtor denies that it is a successor or
alter ego of Zodiac and maintains that it has no liability with
respect to any of Zodiac's financial obligations or the alleged
pension liabilities.
To adequately protect SBA for the use of its cash collateral, the
Debtor proposes to provide SBA with customary protections including
replacement liens and security interests, a super priority
administrative claim, ongoing payment of interest and regular
reporting.
A copy of the motion is available at https://bit.ly/3InmiIB from
PacerMonitor.com.
About Precision 1 Contracting, Inc.
Precision 1 Contracting, Inc. operates an HVAC contracting
business.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22003) on January 4,
2023. In the petition signed by Corinne Pasqualini, president, the
Debtor disclosed $36,521 in total assets and $3,000,526 in total
liabilities.
Judge Sean H. Lane oversees the case.
Scott A. Steinberg, Esq., at Meltzer, Lippe, Goldstein, and
Breitstone, LLP, represents the Debtor as legal counsel.
PROFESSIONAL BUSINESS: Files for Chapter 11 Bankruptcy
------------------------------------------------------
Professional Business Properties Inc. filed for chapter 11
protection in the District of Central California.
According to court filings, Professional Business Properties Inc.
estimates $1 million to $10 million in debt to 1 to 49 creditors.
The petition states that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
March 1, 2023 at 10:00 a.m. in Room Telephonically on telephone
conference line: 1-866-816-0394 (participant passcode: 5282999).
About Professional Business Properties
Professional Business Properties Inc. is Central Pennsylvania's
full-service real estate brokerage and property management firm.
Professional Business Properties Inc. filed a petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
23-10557) on Feb. 1, 2023. In the petition filed by Tony Mavusi,
as president, the Debtor reported assets and liabilities between $1
million and $10 million.
The case is overseen by Honorable Bankruptcy Judge Neil W. Bason.
The Debtor is represented by:
Onyinye N Anyama, Esq.
Anyama Law Firm, A Professional Corp
1539 W OLYMPIC BLVD
Montebello, CA 90640
REALMARK MARINA: Seeks to Hire McHale as Financial Advisor
----------------------------------------------------------
Realmark Marina Grill, LLC received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
McHale, P.A. as its financial advisor.
The Debtor requires a financial advisor to:
a. review, evaluate and update the Debtor's financial
statements, business plans, financial projections and other data;
b. advise the Debtor with bankruptcy reporting, as requested;
c. assist the Debtor in proposing and negotiating a consensual
Chapter 11 plan, as requested; and
d. perform other financial advisory services.
McHale will be paid at these rates:
J. McHale, CPA $550 per hour
V.Larriva, CPA $330 per hour
K. Klingler, CFE $280 per hour
R. Moloney, CPA $235 per hour
Other staffs $80 to $190 per hour
Gerard McHal, a partner at McHale, 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:
Gerard A. McHale
McHale, P.A.
1601 Jackson St., Suite 200
Ft. Myers, FL 33901
Tel: (238) 337-0808
Email: jerrym@thereceiver.net
About Realmark Marina Grill
Realmark Marina Grill, L.L.C. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Lead Case No. 22-01229) on Dec. 12, 2022. At the time of filing,
the Debtor estimated $1,000,001 to $10 million in assets and up to
$50,000 in liabilities.
Judge Caryl E. Delano presides over the case.
The Debtor tapped Amy Denton Mayer, Esq., at Stichter Riedel Blain
& Postler, P.A. as bankruptcy counsel; GrayRobinson, P.A. as
special litigation counsel; Hancock Askew & Co., LLP as accountant;
and McHale, P.A. as financial advisor.
REALMARK MARINA: Taps GrayRobinson as Litigation Counsel
--------------------------------------------------------
Realmark Marina Grill, LLC received approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
GrayRobinson, P.A. as special litigation counsel.
The Debtor needs the firm's legal assistance in connection with a
case (Case No. 2:22-cv-00234-JLB-KCD) filed in the U.S. District
Court for the Middle District of Florida, Fort Myers Division in
connection with the Debtor's use of the name "Rumrunners."
The firm will be paid at these rates:
Shareholders $375 to $1,200 per hour
Of Counsel $305 to $1,025 per hour
Associates $200 to $595 per hour
Paralegals $75 to $300 per hour
Luis Rivera, Esq., a partner at GrayRobinson, 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:
Luis E. Rivera, Esq.
GrayRobinson, P.A.
1404 Dean Street, Suite 300
Fort Myers, FL 33901
Office: 239.340.7979
Fax: 239.321.5334
Direct: 239.254.8460
Email: luis.rivera@gray-robinson.com
About Realmark Marina Grill
Realmark Marina Grill, L.L.C. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Lead Case No. 22-01229) on Dec. 12, 2022. At the time of filing,
the Debtor estimated $1,000,001 to $10 million in assets and up to
$50,000 in liabilities.
Judge Caryl E. Delano presides over the case.
The Debtor tapped Amy Denton Mayer, Esq., at Stichter Riedel Blain
& Postler, P.A. as bankruptcy counsel; GrayRobinson, P.A. as
special litigation counsel; Hancock Askew & Co., LLP as accountant;
and McHale, P.A. as financial advisor.
RIDER HOTEL: Hearing on Exclusivity Bid Set for Feb. 28
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is set to
hold a hearing on Feb. 28 to consider Rider Hotel, LLC's motion to
extend the time it can keep exclusive control of its bankruptcy
case.
The motion seeks to extend the company's exclusive period to file a
Chapter 11 plan to April 5 and solicit votes on the plan to June
5.
Rider Hotel is currently using its limited managerial resources to
target its focus on the operations of its hotel while at the same
time seeking to reduce costs and increase revenue.
The present cash collateral budget extends through early March and
Rider Hotel requires this time to prepare a consensual Chapter 11
plan of reorganization, which it will file in advance of the
expiration of such budget, according to the company's attorney,
Monique DiSabatino, Esq., at Saul Ewing, LLP.
Florida Lofts, LLC, a creditor, opposed the extension, arguing it
is "prejudicial" to creditors including the company, which intends
to file its own plan for Rider Hotel.
"Allowing [Rider Hotel] to extend its exclusive plan period without
demonstrating tangible reasons for the need to do so prejudices
Florida Lofts. It creates an imbalance between debtor and
creditor," said Martin Weis, Esq., one of the attorneys
representing Florida Lofts.
"[Rider Hotel] gains undue leverage over Florida Lofts by virtue of
its ability to delay," the attorney said in court papers.
Florida Lofts can be reached through:
Martin J. Weis, Esq.
Dilworth Paxson, LLP
704 N. King Street, Suite 500
P.O. Box 1031
Wilmington, DE 19899-1031
Phone: (302) 571-9800
Email: mweis@dilworthlaw.com
-- and --
Jerome R. Kerkman, Esq.
Kerkman & Dunn
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202-3744
Phone: (414) 277-8200
Email: jkerkman@kerkmandunn.com
About Rider Hotel
Rider Hotel, LLC owns The Iron Horse Hotel located at 500 W.
Florida St., in Milwaukee, Wis. The hotel, which opened in 2008,
has about 100 rooms, two banquet facilities and two restaurants;
and features a motorcycle theme and decor building off the nearby
Harley-Davidson Museum.
Rider Hotel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 22-10522) on June 9, 2022, listing
between $10 million and $50 million in both assets and liabilities.
Timothy J. Dixon, president of Rider Hotel, signed the petition.
Judge John T. Dorsey oversees the case.
The Debtor tapped Carlson Dash, LLC and Saul Ewing Arnstein & Lehr,
LLP as legal counsels; and GlassRatner Advisory & Capital Group,
LLC, doing business as B. Riley Advisory Services, as financial
advisor. Stretto is the claims, noticing and administrative agent.
SCREENVISION LLC: S&P Downgrades ICR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating and issue-level
ratings on Screenvision LLC to 'CCC+' from 'B-'.
The negative outlook reflects the risk that the recovery of
in-theater advertising revenues could remain sluggish such that the
company faces a substantial risk of a payment default,
restructuring, or distressed exchange within the next 12 months.
S&P asid, "We view Screenvision's capital structure as
unsustainable due to poor cash flow and its dependence on favorable
economic and business conditions. We forecast that Screenvision's
operating performance will continue to struggle in the face of a
sluggish recovery of in-theater advertising revenues. Given the
lower expected revenue base, we expect operating leverage to be
substantially limited with EBITDA margin of about 8% in 2022 and
only improving to the mid-teens percentage area in 2023. As a
result, we expect an FOCF deficit in 2023 and only marginally
positive thereafter. In our view, the negative cash flow combined
with the company's substantial cash uses, including the upcoming
$10.5 million in funded revolving credit facility maturity due in
January 2024, mean that Screenvision is in a vulnerable position.
The company faces several challenges including reduced demand for
in-theater advertising in a recession, inhospitable debt capital
markets, and volatility with customers in financial distress. The
company depends on favorable economic and business conditions to
meet its financial commitments. It needs a robust rebound in
attendance combined with strong demand for in-theater advertising
to comfortably meet its financial obligations. Screenvision also
depends on the health of capital markets to service its upcoming
debt maturities over the next few years. This includes cooperation
of its financial sponsor to continue extending credit. Any material
underperformance in any one of these areas could increase
likelihood of a payment default, distressed exchange, or
restructuring."
Screenvision's sponsor has extended the stated maturity of its $25
million term loan to February 2024. Screenvision obtained the
first-lien delayed-draw term loan from Abry Partners in the first
quarter of 2022. This facility was put in place to shore up
liquidity as the business recovers. Recently the company has
obtained an amendment to extend its maturity to February 2024. The
loan remains the company's primary source of liquidity due to
negligible cash balances and our expectations of negative cash
generation over the next 12 months. S&P said, "In our opinion, if
Screenvision's recovery prospects remain substantially positive, it
is likely this facility will be extended to allow the company to
manage its liquidity as the business recovers. However,
Screenvision's revenue, profitability, and cash flows prospects
have lagged our expectations. We believe any further turbulence in
the business could cause additional strain on liquidity and further
dependence on this lifeline from the company's financial sponsor."
Lagging attendance trends mean Screenvision's operating performance
will trail overall domestic box office recovery. S&P said, "We
believe the 2023 domestic box office could reach $8 billion-$8.5
billion, primarily due to our expectations for elevated average
ticket prices, offset by a lagging recovery in attendance.
Screenvision's revenue will lag overall box office recovery because
it charges clients based on cost per thousand impressions. In our
view, the pace of advertising spending remains uncertain and
heavily dependent on individual advertising client plans. As a
result, combined with our tempered expectations for the advertising
market over the next 12 months, we expect Screenvision's revenue to
reach just over 60% of 2019 levels in 2023 and about 70% in 2024."
Growth in spending for in-theater advertising is likely to be
hindered in a recession. S&P Global's economists expect a U.S.
recession in 2023 due to ongoing macroeconomic challenges such as
inflation and rising interest rates. The advertising market is
historically heavily correlated to GDP growth, and S&P believes
discretionary advertising spending such as in-theater scatter
advertising is at an increased risk from a recession. Advertising
clients will likely lower their spending on advertising for noncore
platforms such as cinema. The company is not only exposed to
potential cancelations in up-front advertising but also subject to
market demand for its scatter-based advertising offerings. This has
a short lead time and is subject to budget concerns or changes in
plans from both national and local advertising clients. There is
increasing risk that the in-theater advertising industry will
become less compelling to brand advertisers if theater audiences do
not substantially recover toward pre-pandemic levels over the next
few years.
The negative outlook reflects the risk that the recovery of
in-theater advertising revenues could remain sluggish such that the
company faces a substantial risk of a payment default,
restructuring, or distressed exchange within the next 12 months.
S&P could lower the rating if we expect a payment default,
restructuring, or distressed exchange in the next 12 months.
S&P could raise its rating if:
-- Screenvision extends its debt maturities such that S&P does not
expect a risk of a liquidity shortfall;
-- The return of in-theater advertising remains strong such that
the company's leverage improves below 6x; and
-- S&P expects the company to generate substantially positive cash
flow.
ESG credit indicators: E-2, S-3, G-3
SEDGWICK CLAIMS: S&P Rates New $3.5BB First-Lien Term Loan 'B'
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' debt rating to Sedgwick L.P.
subsidiaries Sedgwick Claims Management Services Inc. and Lightning
Cayman Merger Sub Ltd. (Cayman)'s proposed $3.5 billion first-lien
term loan due 2028. S&P's also assigned a '3' recovery rating,
indicating its expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery of principal in the event of default.
S&P said, "We expect the new debt to be priced on a SOFR benchmark
with proceeds to be used to repay existing first-lien term loan
tranches (including a $2.2 billion first-lien term loan B due 2025,
a $1.1 billion first-lien term loan B-2 due 2026, and a $143
million first-lien term loan B-3 due 2026) with remaining funds
added to the balance sheet. We will withdraw ratings on existing
first-lien term-loan tranches due 2025 and 2026 once the debt has
been repaid."
The existing issue rating on Sedgwick's $450 million revolver due
2025 and the long-term issuer credit ratings (all rated 'B') are
unaffected by the new debt. In addition, the outlook remains
positive.
S&P expects this transaction to be leverage neutral as debt levels
will remain relatively unchanged from December 2022 levels. Debt
servicing costs will likely increase modestly, as expected pricing
on the new tranche will likely be incrementally higher than the
blended rates on the existing senior secured term loans. Pro-forma
for the transaction, credit metrics remain within bounds of the
rating, including leverage of around 6.6x as of the last twelve
months ended September 30, 2022, and coverage (using current
variable benchmark rates) of around 2x.
SELAH MOUNTAIN: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Selah Mountain Pharmacy, LLC to use cash collateral on an interim
basis in accordance with the budget, with a 10% variance.
As adequate protection, Strategic Funding Source, Inc. d/b/a
Kapitus LLC, Fox Capital Group, Inc., ROC Funding Group, and
Emerald Group Holdings, LLC d/b/a VitalCap Fund and any other party
asserting an interest in the Debtor's cash, cash equivalents,
accounts, and accounts receivable are granted a post-petition lien
on all post-petition inventory and income derived from the
operation of the business and assets, to the extent that the use of
the cash results in a decrease in the value of the Secured
Creditors' interest in the collateral. All replacement liens will
hold the same relative priority to assets as did the pre-petition
liens.
The Debtor will also keep the Secured Creditors' collateral fully
insured and provide a complete accounting, on a monthly basis, of
all revenue, expenditures, and collections through the filing of
the Debtor's Monthly Operating Reports.
A final hearing on the matter is set for March 2, 2023 at 3 p.m. by
videoconference.
About Selah Mountain Pharmacy, LLC
Selah Mountain Pharmacy, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-10375) on
February 3, 2023. In the petition signed by John D. Kutzko,
managing member, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Joseph G. Rosania, Jr. oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley, P.C., is
the Debtor's legal counsel.
SERTA SIMMONS: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Serta
Simmons Bedding, LLC and its affiliates.
The committee members are:
1. Leggett & Platt, Incorporated
Grant Dennis
1 Leggett Road
Carthage, MO 64836
Tel: (417) 358-8131
Email: Grant.Dennis@leggett.com
Counsel:
Larry E. Parres
Lewis Rice LLC
600 Washington Ave, Suite 2500
St. Louis, MO 63101
Tel: (314) 444-7660
Fax: (314) 612-7660
Email: lparres@lewisrice.com
2. Sinomax-USA, Inc.
Fang Chen, CFO
3151 Briarpark Drive, Ste 1220
Houston, TX 77042
Tel: (312) 953-3498
Email: fang.chen@sinomax-usa.com
Counsel:
Marianna Udem
Brigette McGrath
ASK LLP
60 East 42nd Street, 46th Floor
New York, NY 10165
Tel: (212) 267-7342
Fax: (212) 918-3427
Email: mudem@askllp.com
bmcgrath@askllp.com
3. A Lava & Son Co.
4800 S. Kilbourn Avenue
Chicago, IL 60632
Attn: Rosana Garbacik, GC
Piston Group – Corporate Offices
3000 Town Center, Suite 3250
Southfield, MI 48075
Tel: (248) 953-4486
Email: rgarbacik@pistongroup.com
Counsel:
Audrey L. Hornisher
Clark Hill
901 Main Street, Suite 6000
Dallas, TX 75202
Tel: (214) 232-3213
Email: ahornisher@clarkhill.com
4. BekaertDeslee USA Inc.
Mathieu Ververken
240 Business Park Drive
Winston-Salem, NC
Tel: (951) 897-6014
Email: Mathieu.ververken@bekaertdeslee.com
Counsel:
Daniel Simon
McDermott Will & Emery LLP
1180 Peachtree Street, NE, Ste 3350
Atlanta, GA 30309
Tel: (404) 260-8554
Email: dmsimon@mwe.com
5. Carpenter Co.
David L. Sayre, Director of Credit
5016 Monument Ave
Richmond, VA 23220
Tel: (804) 359-0800 ext 2669
Email: david.sayre@carpenter.com
6. Ryder Truck Rental Inc.
Mike Mandell
11690 NW 105 Street
Miami, FL 33178
Tel: (954) 439-4477
Email: mandms@ryder.com
7. Joshua Brooks
2037 Preston Woods Parkway
Lake St. Louis, MO 63367
Tel: (314) 704-8323
Email: Joshuarbrooks.us@gmail.com
Counsel: Cody Reinberg
7382 Pershing Ave., 1A
St. Louis, MO 63130
Tel: (314) 391-9557
Fax: (314) 391-9557
Email: creinberg@hkm.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Serta Simmons Bedding
Serta Simmons Bedding, together with its non-debtor affiliates, are
manufacturers and marketers of bedding products in North America,
operating various bedding manufacturing facilities across the
United States and Canada.
Serta Simmons Bedding and its affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 23-90020) on Jan. 23, 2023. The petitions were
signed by John Linker, chief financial officer, treasurer and
assistant secretary. At the time of filing, the Debtors estimated
$1 billion to $10 billion in both assets and liabilities.
Gabriel Adam Morgan, Esq. at the Weil, Gotshal & Manges represents
the Debtord as counsel. The Debtord also tapped Evercore Group, LLC
as investment banker; FTI Consulting, Inc. as financial advisor;
Epiq Corporate Restructuring, LLC as claims and noticing agent; and
Pricewaterhousecoopers, LLP as tax services advisor.
SILVER STAR: Case Summary & Eight Unsecured Creditors
-----------------------------------------------------
Debtor: Silver Star of Nevada, Inc.
13821 Technology Drive
Suite A
Oklahoma City, OK 73134
Chapter 11 Petition Date: February 14, 2023
Court: United States Bankruptcy Court
Western District of Oklahoma
Case No.: 23-10315
Debtor's Counsel: Stephen J. Moriarty, Esq.
FELLERS, SNIDER ET AL
100 N. Broadway, STE 1700
Oklahoma City, OK 73102-8820
Tel: 405-232-0621
Fax: 405-232-9659
Email: smoriarty@fellerssnider.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles V. Long, Jr. as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/3DZHAOY/Silver_Star_of_Nevada_Inc__okwbke-23-10315__0001.0.pdf?mcid=tGE4TAMA
SMILE HOMECARE: Court OKs Interim Access to Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Smile Homecare Agency Inc. to use cash collateral on an
interim basis in accordance with the budget, with a 10% variance,
through March 10, 2023, or until the occurrence of a Termination
Event.
The Debtor is permitted to use cash collateral up to $550,000
solely from the funds held in the Valley National Bank NA account
ending in 0839.
The Debtor requires the use of cash collateral to pay for expenses
it incurs in the ordinary course of business and in connection with
the Chapter 11 case.
As previously reported by the Troubled Company Reporter, on
December 2, 2020, the Debtor entered into a Deposit Account Control
Agreement with US Med Capital LLC and Valley National Bank.
Further, a Healthcare Insurance Receivables Purchase and Security
Agreement dated March 3, 2022, was executed between US Med Capital
and Smile Homecare Agency.
As adequate protection for the Debtor's use of the Permitted Cash
Collateral, each Alleged Secured Creditor is granted a valid,
perfected, and enforceable, post-petition replacement lien on and
security interest on all of the Debtor's assets in an amount equal
to the diminution of its interests in the Permitted Cash Collateral
on a dollar-for-dollar basis.
Any Replacement Lien granted is deemed perfected, without the
necessity of filing any documents or otherwise complying with
nonbankruptcy law in order to perfect security interests and record
liens, with such perfection being binding upon all parties
including, but not limited to, any subsequently appointed trustee
either under Chapter 11 or any other Chapter of the Bankruptcy
Code.
Each Alleged Secured Creditor is also granted a super-priority
administrative expense claims in an amount equal to the diminution
of its interests, if any, in the Permitted cash collateral used on
a dollar-for-dollar basis; which, subject to the Carve-Out, will
have priority over all administrative expense claims and unsecured
claims against Debtor and its estate now existing or hereafter
arising, of any kind or nature whatsoever.
The Carve-Out means the fees and expenses of the Clerk of the
Bankruptcy Court and the fees of the Office of the United States
Trustee and interest accrued thereon, and $5,000 for a Chapter 7
Trustee.
The Debtor's authority to continue using cash collateral will be
revoked without further Court order in the event of the earliest to
occur of any of the following:
(i) Entry of any order dismissing the within case or
converting the within case to Chapter 7 of the Bankruptcy Code;
(ii) Entry of an order authorizing the appointment of a Chapter
11 trustee, or examiner with expanded powers in the Chapter 11
case;
(iii) The Debtor's failure to comply with any of the material
terms or conditions of the Interim Order and which failure is not
cured after two days written notice to the Debtor's counsel, and
the Office of the United States Trustee;
(iv) Entry of an order of the Court terminating the Order;
(v) The Effective Date of a Plan of Reorganization;
(vi) Reversal or vacatur of the Final Order; and/or
(vii) Except as may be authorized by Court Order, the Debtor
granting, creating, incurring or suffering to exist any
post-petition liens or security interests other than those granted
pursuant to the Interim Order.
A final hearing on the matter is set for March 10 at 10:30 a.m.
A copy of the order is available at https://bit.ly/40Tb1He from
PacerMonitor.com.
About Smile Homecare Agency Inc.
Smile Homecare Agency Inc. is a provider of home care services in
Brooklyn, New York. Smile Homecare sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40233)
on January 25, 2023. In the petition signed by Ellen Verny,
president, the Debtor disclosed $539,257 in assets and $7,427,000
in liabilities.
Judge Elizabeth S. Stong oversees the case.
Alla Kachan, Esq., at Law Offices of Alla Kachan, PC, oversees the
case.
SOTERA HEALTH: S&P Rates New $425MM First-Lien Term Loan 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Sotera Health Holdings LLC's proposed $425
million first-lien term loan. The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of a payment default.
S&P said, "We expect the company to use the proceeds from this
offering, along with cash on the balance sheet, to fund its
proposed $408 million legal settlement with about 870 plaintiffs
related to lawsuits involving ethylene oxide (EtO) emissions from
its Willowbrook, Ill., Sterigenics facility, and to repay the $200
million drawn on its revolving credit facility.
"If unexpectedly the settlement falls through, we expect the
company would instead use these proceeds and cash from the balance
sheet to satisfy the requirement to post a $540 million bond (150%
of the outstanding judgment), while the company pursues its appeal
to the Kamuda trial.
"Our 'BB-' issuer credit rating and stable outlook are unchanged
and continue to reflect our expectation that S&P Global
Ratings-adjusted leverage for 2023 will remain comfortably below
5x. Pro forma for this issuance, we expect 2023 (gross) leverage of
about 4.6x, up from our earlier estimate of 4.5x (which assumed the
company would raise about $400 million to fund the settlement). We
estimate the company has a cushion of about $215 million to $225
million of incremental debt at the current rating."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- The company's capital structure comprises a $347.5 million
revolving credit facility (assumed 85% drawn at default) maturing
in June 2026, a $2.12 billion first-lien term loan ($1.74 billion
outstanding) maturing in December 2026, and a $425 million
first-lien term loan maturing in December 2026.
-- S&P's simulated default scenario contemplates a default
occurring in 2027 due to a combination of operational, logistical,
legal, or regulatory (environmental) challenges.
-- As such, S&P assumed EBITDA would decline significantly, to the
point at which the company would be unable to cover its fixed
charges (interest, maintenance capital expenditures, and debt
amortization), for the company to default.
-- S&P did not assume the hypothetical default arises from
ballooning litigation liabilities. However, if that were to occur,
it expects those liabilities would likely be unsecured claims,
which might then result in significantly higher recovery prospects
for secured lenders.
-- S&P values the company on a going-concern basis using a 5.5x
multiple of our projected emergence EBITDA. This is consistent with
the multiples it uses for similar companies.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: $267 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net enterprise value (after administrative costs): $1.39
billion
-- Obligor/nonobligor split: 60%/40%
-- First-lien debt claims: $2.49 billion
--Recovery expectations: 50%-70% (rounded estimate: 55%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.
SOUND INPATIENT: S&P Downgrades ICR to 'B-' on Weak Liquidity
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Sound
Inpatient Physicians Inc. to 'B-' from 'B' and its issue-level
ratings on its first-lien term loan to 'B-' from 'B', and its
issue-level rating on its second-lien term to 'CCC' from 'CCC+'.
S&P said, "Our negative outlook reflects an operating environment
that is still challenging mostly due to labor issues. As such,
Sound may not be able to refinance its maturing RCF or improve
financial performance, including cash flow, potentially leading to
an unsustainable capital structure.
"We expect high leverage and cash flow deficits. Sound's financial
performance has been weaker than we expected primarily due to
staffing shortages and much higher labor costs despite healthy
demand and volume growth. To address the labor issue, it is
renegotiating many of its hospital contracts to receive better
rates or hospital subsidies. We believe the company will have some
success obtaining better terms, which we expect to include
additional subsidies as hospitals recognize the essential value of
its services and how difficult it would be to replace them. Hence,
we forecast very high debt to EBITDA of about 12x in 2023, but
renegotiations and some easing of labor strain will help leverage
improve to about 9x in 2024. Simultaneously, we expect a cash flow
deficit of about $30 million in 2023 will improve to positive free
cash flow of about $25 million in 2024. Our estimate includes
higher interest expense as Sound's interest rate hedges expired in
June 2022.
"Sound's relationship with Optum lowers the risk of significant
contract rate reductions by UnitedHealthcare. We believe Optum's
(the health service unit of UnitedHealthcare) minority ownership
interest in Sound provides some insulation from significant
reimbursement cuts by UnitedHealthcare. Sound is exposed to the
chronic risk of rate cuts from other large health insurers.
"We view Sound's liquidity as less than adequate. The company had
about $60 million cash on hand as of Sept. 30, 2022, but we believe
that balance declined by the end of 2022 due to ongoing cash flow
deficits and after repaying deferred payroll taxes related to the
CARES Act. Further, the company has yet to refinance or receive a
maturity extension on its $75 million RCF that currently matures in
June 2023. However, we believe its business outlook will improve
with contract renegotiations and a better labor situation, which
should allow Sound to successfully refinance or extend the
maturity.
"Our negative outlook reflects the still-difficult operating
environment mostly due to labor challenges. This could make Sound
unable to improve its financial performance, including cash flow,
causing its capital structure to become unsustainable."
S&P could lower its rating if:
-- Sound does not successfully refinance or extend the maturity on
its RCF; or
-- Operating performance is weaker than S&P's base case without
cost-cutting measures to offset it.
S&P said, "Under these conditions, we expect Sound's EBITDA margins
to contract 100-150 basis points (bps) relative to our base case,
resulting in sizeable cash flow deficits and, ultimately, an
unsustainable capital structure.
"We could revise the outlook to stable if Sound extends the
maturity on its RCF and we believe the company will generate
positive free operating cash flow (FOCF) on a sustained basis. This
could occur if labor cost moderates and volume growth remains
strong, resulting in improved adjusted EBITDA margins of."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of the majority of rated
entities owned by private-equity sponsors. Our assessment also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns."
STIMWAVE TECHNOLOGIES: Amends Plan; Confirmation Hearing March 21
-----------------------------------------------------------------
Stimwave Technologies Incorporated and Stimwave LLC submitted a
Revised Disclosure Statement for the First Amended Joint Plan of
Liquidation dated February 9, 2023.
The Plan is premised upon the deemed consolidation of the Debtors
for all purposes related to the Plan, including voting,
confirmation, distributions, and Claim determinations. Entry of the
Confirmation Order shall constitute approval, pursuant to section
105(a) of the Bankruptcy Code, as of the Effective Date, of such
deemed consolidation.
In the event the Class 3 Unimpairment Toggle is not exercised, on
or before the Effective Date, the Liquidating Trust shall be
established to administer certain post-Effective Date
responsibilities under the Plan. The Liquidating Trust will be
governed by the provisions of the Plan, the Confirmation Order, and
a Liquidating Trust Agreement, which will be included in the Plan
Supplement. The Liquidating Trust shall consist of the Liquidating
Trust Assets. On the Effective Date, the Debtors shall transfer all
of the Liquidating Trust Assets then held by the Debtors to the
Liquidating Trust free and clear of all liens, claims, and
encumbrances, except to the extent otherwise provided herein.
In the event the Class 3 Unimpairment Toggle is exercised, the
Debtors will designate a Plan Administrator to administer certain
post-Effective Date responsibilities under the Plan. The Plan
Administrator will be disclosed in the Plan Supplement, which the
Debtors will file no later than seven days prior to the Plan
Objection Deadline (as set forth in the Disclosure Statement
Order).
Pursuant to the Plan, in the event the Class 3 Unimpairment Toggle
is not exercised, there shall be two classes of Liquidating Trust
Interests in the Liquidating Trust. On the Effective Date: (i) each
Holder of an Allowed General Unsecured Claim shall, by operation of
the Plan, receive its Pro Rata share of the Class A Liquidating
Trust Interests, and (ii) each Holder of an Allowed Existing Series
E Preferred Interest shall, by operation of the Plan, receive its
Pro Rata share of the Class B Liquidating Trust Interests.
Class 3 consists of General Unsecured Claims. The classification
and treatment of General Unsecured Claims is subject to (i)
exercise of the Class 3 Unimpairment Toggle as set forth in the
Plan and (ii) modification pending the outcome of the claims
reconciliation process and the deadline for Rejection Damages
Claims pursuant to the Bar Date Order; provided, however, that the
Debtors, Plan Administrator, or Liquidating Trustee, as applicable,
must in all events comply with sections 1125 and 1127(c) of the
Bankruptcy Code with respect to disclosure and solicitation with
respect to any modified Plan.
In the event the Class 3 Unimpairment Toggle is not exercised, each
Holder of an Allowed Class 3 Claim shall receive its Pro Rata share
of the Class A Liquidating Trust Interests in accordance with the
Plan on account of such Holder's General Unsecured Claim(s) against
the Debtors, which shall entitle such Holder to distributions from
the Liquidating Trust as and to the extent set forth in the Plan
and Liquidating Trust Agreement.
In the event the Class 3 Unimpairment Toggle is exercised, except
to the extent that a Holder of an Allowed General Unsecured Claim
agrees to a less favorable treatment of its Allowed General
Unsecured Claim, in full and final satisfaction of and in exchange
for each Allowed General Unsecured Claim, each such Holder shall
receive payment in full in Cash of the amount of such Holder's
Allowed General Unsecured Claim either: (i) on the Effective Date,
or as soon as reasonably practicable thereafter or (ii) if the
General Unsecured Claim is not Allowed as of the Effective Date, no
later than 14 days after the date on which such General Unsecured
Claim is Allowed by Final Order, or as soon as reasonably
practicable thereafter.
On the Effective Date, the Liquidating Trust shall be established
pursuant to the Liquidating Trust Agreement for the purpose of,
among other things (i) investigating and, if appropriate, pursuing
Causes of Action (other than Released Causes of Action and Sold
Causes of Action); (ii) administering and pursuing the Liquidating
Trust Assets; (iii) resolving all Disputed Claims and any Claim
objections pending as of the Effective Date; (iv) prosecuting any
objections to Claims that the Liquidating Trustee deems appropriate
and resolving such objections; (v) making Distributions from the
Liquidating Trust to Holders of Allowed Claims and Interests as
provided for in the Plan and/or the Liquidating Trust Agreement;
(vi) exercising such other powers as necessary or prudent to carry
out the provisions of the Plan and the Liquidating Trust Agreement;
and (vii) taking such other actions as may be necessary or
appropriate to effectuate the Plan and the Liquidating Trust
Agreement.
The Confirmation Hearing will be held on March 21, 2023 at 11:00
A.M. The Bankruptcy Court has directed that objections to
confirmation of the Plan be served and filed on or before March 10,
2023.
Counsel to the Debtors:
GIBSON, DUNN & CRUTCHER LLP
Robert A. Klyman, Esq.
Michael G. Farag, Esq.
333 South Grand Avenue
Los Angeles, California 90071-3197
Tel: (213) 229-7000
Fax: (213) 229-7520
Email: rklyman@gibsondunn.com
mfarag@gibsondunn.com
Matthew J. Williams, Esq.
200 Park Avenue
New York, New York 10166-0193
Tel: (212) 351-4000
Fax: (212) 351-4035
Email: mjwilliams@gibsondunn.com
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Michael R. Nestor, Esq.
Andrew L. Magaziner, Esq.
Elizabeth S. Justison, Esq.
Jared W. Kochenash, Esq.
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mnestor@ycst.com
amagaziner@ycst.com
ejustison@ycst.com
jkochenash@ycst.com
About Stimwave
Stimwave Technologies Incorporated and Stimwave LLC manufacture,
distribute, and provide ongoing support for implantable, minimally
invasive neurostimulators, which are used as a treatment for
chronic intractable pain.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. LeaD Case No. 22-10541) on June
15, 2022. In the petition signed by Aure Bruneau, as manager, the
Debtors disclosed up to $100 million in assets and up to $50
million in liabilities.
Young Conaway Stargatt and Taylor, LLP and Gibson, Dunn and
Crutcher LLP serve as the Debtors' legal counsel.
The Debtors also tapped Honigman LLP and Jones Day as special
counsel; Riverson RTS, LLC as financial advisor; and GLC Advisors
and Co., LLC and GLCA Securities, LLC as investment bankers. Kroll
Restructuring Administration is the Debtors' administrative advisor
and notice, claims, solicitation and balloting agent.
On July 6, 2022, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in these cases. Culhane
Meadows, PLLC and Province, LLC serve as the committee's legal
counsel and financial advisor, respectively.
SUPREME WORX: Unsecureds to Get Share of Income for 3 Years
-----------------------------------------------------------
Supreme Worx, LLC, filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Subchapter V Plan of Reorganization
dated February 9, 2023.
The Debtor specializes in the design and construction of in-ground
pools and spas, positioning itself in the market as a customer
service-oriented pool builder which achieved first-year sales of 50
pools.
Debtor's business, and the swimming pool construction industry as a
whole, has been impacted by recent economic inflationary pressures
and supply chain issues. To bridge the gap and aid its ability to
pay its operating expenses, Debtor entered into 3 separate merchant
cash advance lending arrangements with Kalamata Capital, LLC, LCVEN
Solutions, LLC and Global Funding Experts, LLC (collectively, the
"MCA Providers").
Unfortunately, rather than aid the Debtor's ability to meet its
ongoing obligations, the MCA Providers bilked the Debtor of
available operating funds which compounded the Debtor's poor
financial condition and lead to the commencement of collection
lawsuits. Faced with ongoing litigation, the prospect of additional
lawsuits, potential licensing issues, and creditor collection
efforts, Debtor elected to pursue Chapter 11 relief to restructure
its financial affairs for the benefit of its various stakeholders
and continue the operation of its pool construction business.
Class 9 consists of all Allowed General Unsecured Claims against
the Debtor held by parties who elect to not participate as a
beneficiary of the Construction Trust. In full satisfaction of
their Allowed Class 9 General Unsecured Claims, Holders of Class 9
Claims shall receive annual pro rata distributions of the Debtor's
Disposable Income on March 30th of each year following the
Effective Date over a term of 3 years from the Effective Date after
Administrative Claims and Priority Claims are satisfied in full.
The first Distribution of Disposable Income (if any) under the Plan
will occur on March 30, 2024.
In addition to the receipt of Debtor's Disposable Income, Class 9
Claimholders shall receive a pro rata share of the net proceeds
recovered from all Causes of Action after payment of professional
fees and costs associated with such collection efforts, and after
Administrative Claims and Priority Claims are paid in full. The
maximum Distribution to Class 9 Claimholders shall be equal to the
total amount of all Allowed Class 9 General Unsecured Claims. Class
9 is Impaired.
Class 10 consists of Allowed Unsecured Priority Deposit Claims
asserted under 11 U.S.C. § 507(a)(7) under to a statutory cap of
$3,350.00. In full and final satisfaction of the Unsecured Priority
Deposit Claims, each Holder of an Allowed Class 10 Claim shall
receive deferred cash payments over a period of 60 months in equal
monthly installments commencing on the Effective Date. Class 10 is
Impaired.
Class 11 consists of all equity interests in Supreme Worx, LLC.
Class 10 Interest Holders shall retain their respective Interests
in Supreme Worx, LLC in the same proportions such Interest were
held as of the Petition Date (i.e., 50.00% Interest to Raymond
Torres and 50.00% to James Castro). Class 10 is Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations, reduced overhead, and fewer assets after the sale
or surrender of certain equipment assets. It is anticipated that
the Debtor's continued operations will mainly involve pool design
and construction services, any Disposable Income from such
operations will be committed to make the Plan Payments. To reduce
overhead, Debtor anticipates renting equipment on an as-needed
basis or hiring subcontractor who have their own equipment to
complete pool projects.
Funds generated from the Debtor's operations through the Effective
Date will be used for Plan Payments; however, the Debtor's cash on
hand as of Confirmation will be available for payment of
Administrative Expenses.
A full-text copy of the Subchapter V Plan dated February 9, 2023 is
available at https://bit.ly/3HYOEY3 from PacerMonitor.com at no
charge.
Attorney for Debtor:
Daniel A. Velasquez, Esq.
Latham Luna Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: dvelasquez@lathamluna.com
About Supreme Worx LLC
Supreme Worx LLC specializes in the design and construction of in
ground pools and spas. The Debtor sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No.
6:22-bk-04035) on November 11, 2022. In the petition filed by
Raymond Torres, managing member, the Debtor disclosed up to
$100,000 in assets and up to $1 million in liabilities.
Judge Grace E. Robson oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, is
the Debtor's legal counsel.
T.G. HOLDINGS: Seeks Cash Collateral Access
-------------------------------------------
T.G. Holdings, LLC, d/b/a Cannon's Chophouse, asks the U.S.
Bankruptcy Court for the Western District of Pennsylvania for
authority to use cash collateral.
The Debtor requires the use of cash collateral to operate its
business and successfully reorganize.
Prior to February 8, 2023, the United States of America - Internal
Revenue Service filed tax liens against the Debtor in the Court of
Common Pleas of Crawford County, PA. The liens encumber all
property or rights to property belonging to the Debtor. As of the
Petition Date, the balance due on the periods with federal tax
liens is believed to be in excess of $150,000.
Commonwealth of Pennsylvania, Department of Revenue, holds a
secured claim in the amount of at least $1,143 for sales tax due by
virtue of a lien recorded in Crawford County.
The Debtor proposes to make monthly postpetition adequate
protection payments as follows:
a. $1,500 per month on the secured pre-petition tax debt to
IRS, which is consistent with an agreed upon pre-petition repayment
plan, until further Court Order.
b. $400 per month on the secured pre-petition tax debt to the
DOR, which upon information and belief is greater than "interest
only" payments on the total balance of all claims due to Revenue,
until further Court Order.
The Debtor also proposes to provide adequate protection by
transferring their liens and security interests to the Debtor's
PostPetition assets with the same force and effect as the liens and
security interests attached to the Debtor's pre-Petition assets.
A copy of the motion is available at https://bit.ly/3jSyXty from
PacerMonitor.com.
About T.G. Holdings, LLC
T.G. Holdings, LLC is a restaurant serving the Meadville area in
Pennsylvania.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10061) on February 8,
2023. In the petition signed by Charles A. Bish, Jr., managing
member, the Debtor disclosed up to $50,000 in assets and $1 million
in liabilities.
Michael P. Kruszewski, Esq., at Quinn, Buseck, Leemhuis, Toohey, &
Kroto, Inc., represents the Debtor as legal counsel.
TALOS ENERGY: S&P Upgrades ICR to 'B' on EnVen Energy Acquisition
-----------------------------------------------------------------
S&P Global Ratings raised its the issuer credit rating on
Houston-based offshore exploration and production (E&P) company
Talos Energy Inc. to 'B' from 'B-' and its issue-level rating on
its second-lien notes to 'BB-' from 'B+'. S&P's '1' recovery rating
on the notes, including the notes assumed with EnVen, is unchanged,
indicating its expectation for very high (90%-100%; rounded
estimate: 95%) recovery of principal in the event of a payment
default.
Talos Energy has closed on its acquisition of EnVen Energy Corp,
strengthening the scale of the business while financial metrics and
liquidity have improved relative to previous years.
S&P said, "The stable outlook reflects our expectation that Talos
will generate significant positive free operating cash flow (FOCF)
over the next two years, with debt reduction as the primary use. We
forecast financial metrics averaging above 60% funds from
operations (FFO) to debt with debt to EBITDA below 1.5x. We
anticipate production will increase significantly on the back of
the EnVen acquisition in 2023 and continue to grow substantially in
2024."
Talos' scale and financial metrics are improving on the back of the
acquisition.
S&P said, "The combined company is the largest independent offshore
producer with more than 200 million barrels of oil equivalent (boe)
of proved reserves (more than 85% developed) and our forecast for
production above 70 MBoe per day in 2023. After bringing EnVen into
the fold, Talos will become increasingly deepwater-focused, with
only about 5% of its reserves attributed to shelf assets. We also
anticipate stronger leverage metrics in 2023-2024 than we've seen
historically, with forecast average FFO to debt well above 60% and
debt to EBITDA well below 1.5x, including the assumption of EnVen's
$255 million secured notes and roughly $200 million of net
incremental asset retirement obligations (which we treat as debt).
We also expect FOCF generated over the next 12-24 months will be
primarily used for debt reduction, along with optionality for
modest returns of capital."
Liquidity looks solid following the revolver extension.
S&P said, "We expect liquidity to remain adequate in the near term
after the company extended its revolving credit facility by three
years to March 2027. The facility, which has a $1.1 billion
borrowing base and $965 million of commitments, will likely remain
lightly drawn following the acquisition close, and supplement a
moderate cash balance. We believe the company will be able to
rapidly reduce the outstanding revolver borrowings this year and
note the natural de-leveraging that will occur due to $30 million
of annual amortization on EnVen's second-lien notes. Nonetheless,
Talos' legacy notes and the assumed EnVen notes (which are now
cross-guaranteed) will both mature in 2026--which could constitute
an aggregate maturity wall of more than $800 million that year."
Recent deepwater results are encouraging, but Gulf of Mexico
exposure remains a key risk.
Talos is starting 2023 with positive momentum from its Lime Rock
and Venice discoveries near the Ram Powell platform, which could
become material contributors to production and reserves in 2024.
Furthermore, the company's growing carbon capture and storage
portfolio along the Gulf Coast could provide an avenue to improved
economics and decarbonization if successful, as many of the
projects are estimated to come online in 2025-2026. S&P said,
"However, given its concentration in the Gulf of Mexico, we believe
Talos will remain subject to continued volatility in commodity
prices, as well as increasing regulatory scrutiny and potential
operational disruptions from weather-related events. We also note
the company's heavy decommissioning liabilities and uncertainty
around timing/scope of Bureau of Ocean Energy Management's (BOEM)
updated five-year offshore oil and gas leasing program, even though
Talos has historically acquired leases primarily through mergers
and acquisitions."
S&P said, "The stable outlook reflects our expectation that Talos
will generate significant positive FOCF over the next two years,
with debt reduction as the primary use. We forecast financial
metrics averaging above 60% FFO to debt, with debt to EBITDA below
1.5x. We anticipate production will increase significantly on the
back of the EnVen acquisition in 2023 and continue to grow
substantially in 2024.
"We could take a negative rating action if liquidity significantly
deteriorated or if debt to EBITDA increased above 2.0x and FFO to
debt fell below 45% for a sustained period. This could occur if
commodity prices meaningfully declined below our price deck
assumptions or if the company did not meet our production
expectations.
"We could raise our rating on Talos if it diversified outside the
Gulf of Mexico or if size and scale significantly improved with the
company maintaining FFO to debt comfortably above 60%."
ESG credit indicators: E-4, S-3, G-2
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Talos Energy Inc. as the E&P and
downstream industries contend with an accelerating energy
transition and adoption of renewable energy sources. We believe
falling demand for fossil fuels will lead to declining
profitability and returns for the industry as it fights to retain
and regain investors that seek higher return investments. Given its
significant deepwater exposure, Talos faces higher environmental
risks than onshore producers due to its susceptibility to
interruption and damage from hurricanes. In addition, social
factors are a moderately negative consideration given offshore
operations are more subject to fatal accidents given the inherent
risks of operating oil rigs, which involve air and water
transportation of personnel, among other activities that could be
life-threatening without proper care. To help address some of these
concerns, Talos has committed to reduce its GHG intensity by 30% by
2025 and is aiming to build a scaled carbon capture and storage
business along the Gulf Coast alongside various partners, including
Chevron and Storegga."
TEXAS CORE ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Texas Core Energy, LLC
d/b/a TOCE International
d/b/a TOCE Tank & Vessel
d/b/a TOCE Manufacturing
d/b/a West Texas Select Tire Services,
a series of Texas Core Energy, LLC
d/b/a GM Core Group, LLC,
a series of Texas Core Energy, LLC
13033 Quaker Ave.
Lubbock, TX 79423
Business Description: Texas Core is engaged in the design and
fabrication of API Tanks and ASME Vessels.
Chapter 11 Petition Date: February 14, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-50021
Debtor's Counsel: Brad W. Odell, Esq.
MULLIN HOARD & BROWN, L.L.P.
P.O. Box 2585
Lubbock, TX 79408
Tel: 806-765-7491
Email: bodell@mhba.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Taha Habib 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/X2QOY4Y/Texas_Core_Energy_LLC__txnbke-23-50021__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IYTNXXI/Texas_Core_Energy_LLC__txnbke-23-50021__0001.0.pdf?mcid=tGE4TAMA
TRAYLOR CHATEAU: Trustee Taps Summers Compton Wells as Counsel
--------------------------------------------------------------
David Sosne, the Chapter 11 trustee for Traylor Chateau, LLC,
received approval from the U.S. Bankruptcy Court for the Eastern
District of Missouri to employ Summers Compton Wells, LLC as his
legal counsel.
The firm's services include:
(a) providing the trustee with legal advice with respect to his
duties and powers in the administration of the Debtor's Chapter 11
case in connection with the continued operation of the business and
financial affairs of the Debtor;
(b) assisting the trustee in obtaining the approval of any
proposed sale of some or all of the Debtor's assets;
(c) assisting the trustee in obtaining approval of any plan of
reorganization and negotiating and formulating any modifications to
that plan;
(d) representing the trustee at all bankruptcy hearings or
contested matters and adversary proceedings;
(e) consulting with the U.S. Trustee concerning matters arising
in this proceeding; and
(f) other necessary legal services.
The firm will be paid at these rates:
Brian J. LaFlamme $375 per hour
Seth A. Albin $375 per hour
Legal Assistant $150 to 225 per hour
Principals $300 to $400 per hour
Other Associates $285 to $325 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Brian LaFlamme, Esq., a partner at Summers Compton Wells, 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:
Brian J. LaFlamme, Esq.
Summers Compton Wells LLC
903 S. Lindbergh Blvd, Suite 200
St. Louis, MO 63131
Tel: (314) 991-4999
Fax: (314) 991-2413
Email: blaflamme@summerscomptonwells.com
About Traylor Chateau
Traylor Chateau, LLC is a Missouri limited liability company that
owns a 30-unit apartment building located at 5832-5840 Cabanne
Avenue, in Saint Louis City, Mo. The company is a single asset real
estate (as defined in 11 U.S.C. Section 101(51B)).
Traylor Chateau sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mo. Case No. 22-43815) on Dec. 6,
2022, with up to $10 million in assets and up to $1 million in
liabilities. Rena T. Traylor, member of Traylor Chateau, signed the
petition.
Judge Kathy A. Surratt-States oversees the case.
Frank R. Ledbetter, Esq., at Ledbetter Law Firm, LLC represents the
Debtor as counsel.
David A. Sosne, the Chapter 11 trustee appointed in the Debtor's
case, is represented by Summers Compton Wells, LLC.
TUESDAY MORNING: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Tuesday Morning Corporation
6250 LBJ Freeway
Dallas, TX 75240
Business Description: Tuesday Morning is an off-price retailer
specializing in products for the home,
including upscale home textiles, home
furnishings, housewares, gourmet food, toys
and seasonal decor, at prices generally
below those found in boutique, specialty and
department stores, catalogs and on-line
retailers.
Chapter 11 Petition Date: February 14, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Tuesday Morning Corporation (Lead Case) 23-90001
Tuesday Morning, Inc. 23-90000
TMI Holdings, Inc. 23-90002
Friday Morning, LLC 23-90003
Days of the Week, Inc. 23-90004
Nights of the Week, Inc. 23-90005
Tuesday Morning Partners, Ltd. 23-90006
Judge: Hon. Edward L. Morris
Debtors' Counsel: Deborah M. Perry, Esq.
Kevin M. Lippman, Esq.
Julian P. Vasek, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
500 N. Akard St., Ste. 3800
Dallas, TX 75201
Tel: 214-855-7500
Tel: 214-855-7565
Fax: 214-855-7584
Email: dperry@munsch.com
Email: klippman@munsch.com
Email: jvasek@munsch.com
Debtors'
Investment
Banker: PIPER SANDLER
Debtors'
Claims &
Noticing
Agent: STRETTO, INC.
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Andrew T. Berger as chief executive
officer.
Full-text copies of three of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OYUYMII/Tuesday_Morning_Inc__txnbke-23-90000__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/PBRBDNY/Tuesday_Morning_Corporation__txnbke-23-90001__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/PTGLIKA/TMI_Holdings_Inc__txnbke-23-90002__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Centro, Inc. Trade Vendor $1,428,422
11 E Madison St. 6th Floor
Chicago, IL 60602
Shawn Riegsecker, CEO
Tel: 312-423-1565
2. Home Essentials and Trade Vendor $1,071,717
Beyond Inc.
200 Theodore Conrad Drive
Jersey City, NJ 07305
Louelda Santos
Tel: 732-590-3600
Fax: 732-590-3660
Email: lsantos@homeess.com
3. Meyer Corp. Trade Vendor $829,511
1 Meyer Plaza
Vallejo, CA 94590
Stanley Cheng
Tel: 701-551-2800
4. Azzure Home Inc. Trade Vendor $824,555
141 W 35th St Ste 901
New York, NY 10018
Tal Chalough
Tel: 212-631-0300
Email: tal.chalouh@azzurehome.com
5. Michel Design Works Trade Vendor $618,603
2975 Route 35 Suite 65
Katonah, NY 10536
Stuart Teller
Tel: 617-504-0950
Fax: 352-387-3041
Email: steller@micheldesignworks.com
6. Blue Sky Trade Vendor $574,710
2075 S. Atlantic Blvd Suite H
Monterey Park, CA 91754
Ken King
Tel: 909-930-6200
Email: ken@blueskyclayworks.com
7. Enchante Accessories, Inc. Trade Vendor $536,816
16 East 34th St
New York, NY 10016
Willie Golfin
Tel: 212-689-6008
Email: wilieg@ench.com
8. Mode Transportation LLC Trade Vendor $504,725
PO Box 936644
Atlanta, GA 31193-6644
Richard Rossi
Tel: 901-390-7560
Email: richard.rossi@modetransportation.com
9. UMA Enterprises, Inc. Trade Vendor $456,214
Lockbox #3878
Columbus, OH 43260-3878
Yvonne Fong
Tel: 310-631-1166
Email: yvonne@umainc.com
10. Axle Logistics, LLC Trade Vendor $429,943
835 N. Central Street
Knoxville, TN 37917
Bankruptcy and Legal
Departments
Tel: 800-693-1779
11. M19 Trade Vendor $416,906
PO Box 392723
Pittsburgh, PA 15251-9723
Alan Nemeth
Tel: 786-577-3177
Email: anemeth@mi9retail.com
12. 14303 Inwood Road, LP Trade Vendor $395,148
3800 N Lamar Blvd. Ste 350
Austin, TX 78756
Brett Zimmerman
13. Trade Lines Inc. Trade Vendor $394,964
660 Montrose Ave
South Plainfield, NJ 07080
Sudarshan Uppuluri
Tel: 908-754-3232 x 112
Email: sudarshan@tli.com
14. Loloi Rugs Trade Vendor $393,946
PO Box 95344
Grapevine, TX 76099-9732
JT Lagrance
Tel: 972-503-5656
Email: jlagrange@loloirugs.com
15. Lifetime Brands Inc. Trade Vendor $330,268
Dept CH 117445
Palatine, IL 60055-7745
Julie Rodriguez
Tel: 609-373-1826
Email: julie.rodriguez@lifetimebrands.com
16. YMF Carpet Inc. Trade Vendor $327,087
201B Middlesex Center Blvd
Monroe Township, NJ 08831
Kelly Addessi
Tel: 732-393-1800 x312
Email: kaddessi@ymfinc.com
17. American Crafts Trade Vendor $313,349
PO Box 736049
Dallas, TX 75373-6049
Bruce GWilliam
Tel: 801-673-1786
Email: bruceg@americancrafts.com
18. Tramontina USA, Inc. Trade Vendor $302,323
12955 West Airport Blvd
Sugerland, TX 74478-6119
Marcos Neves
Tel: 281-340-8400
Email: accountsreceivable@tramontina-usa.com
19. MJC Confections LLC/ Trade Vendor $302,163
DBA Hampton Popcorn
999 South Oyster Bay Rd #500
Bethpage, NY 11714
Matthew Silberstein
Tel: 888-947-6726
20. Samsonite Corp Trade Vendor $299,020
Dept CH 19296
Palatine, IL 60055-9296
James B. Rego
Tel: 508-851-1427
Email: james.rego@samsonite.com
21. Harry & David Trade Vendor $296,529
2500 Pacific Hwy
Medford, OR 97501
Erik Schendel
Tel: 541-864-2107
Fax: 800-648-6640
Email: eschendel@harryanddavid.com
22. Turko Textile LLC Trade Vendor $294,501
267 5th Ave #408
New York, NY 10016
Nuri Emre Araz
Tel: 917-597-3409
Email: nuri@enchantehome.com
23. K Hall Studio, LLC Trade Vendor $283,529
715 Hanley Industrial Court
St. Louis, MO 63144
Scott Miler
Tel: 314-961-1990
Email: info@khallstudio.com
24. Dynamic Rugs Trade Vendor $280,801
4845 Governors Way
Frederick, NK 21704
Matthew Rouhanian
Tel: 240-405-1360
Fax: 240-405-1370
Email: matthew@dynamicrugs.com
25. Surya Carpet, Inc. Trade Vendor $274,024
PO Box 896604
Charlotte, NH 28289-6604
Surya Tiwari
Tel: 877-275-7847
Fax: 877-786-7847
Email: info@surya.com
26. Stylecraft Home Trade Vendor $271,461
Collection Inc.
PO Box 11407
Birmingham, AL 35246-6471
Angela D. Monaghan
Tel: 662-429-5279
Email: amonaghan@stylecraft-us.com
27. St James Home Inc. Trade Vendor $270,756
309 Oldwoods Rd
Franklin Lakes, NJ 07417
Jian Tao
Tel: 201-665-8680
Email: tao07470@aol.com
28. L R Resources Inc. Trade Vendor $267,288
PO Box 6131
Dalton, GA 30722
Foram Patel
Tel: 706-259-0155 ext 123
Email: foram@lrresources.com
29. Ricardo Beverly Hills Inc. Trade Vendor $265,375
6329 22tth St Ste. 101
Kent, WA 98032-1893
Nicki Abbott
Tel: 425-207-1918
Email: nabbott@ricardobeverlyhills.com
30. Oriental Weavers, USA Trade Vendor $263,377
PO Box 2153
Birmingham, AL 35287-9325
Jonathan Witt
Tel: 800-858-5749
Fax: 706-277-9691
31. Barefoot Dreams, Inc. Trade Vendor $260,890
5302 Derry Ave Suite D
Agoura Hills, CA 91301
Bankruptcy and Legal
Departments
Tel: 855-269-2442;
818-707-8848
Email: help@barefootdreams.com
32. HDS Trading Corp Trade Vendor $259,663
1305 Jersey Ave
North Brunswick, NJ 08902
Victor Guindi
Tel: 732-418-0418
Email: victor@hdstrading.com
33. Berkshire Blanket and Trade Vendor $257,929
Home Co, Inc.
PO Box 21921
New York, NY 10087-1921
Scott Maddalene, CEO
34. Crystal Art of Florida Inc. Trade Vendor $250,853
Dept CH 16738
Palatine, IL 60055-6738
Elena Mendez
Tel: 323-417-4503
Email: elenam@crystalartgallery.com
35. Uber Freight LLC Trade Vendor $239,232
PO Box 74007178
Chicago, IL 60674
Karen Walker
Tel: 866-576-1039
36. The Godinger Group Trade Vendor $239,000
63-15 Traffic Ave
Ridgewood, NY 11385
Steven Block
Tel: 718-418-1000
Fax: 718-418-1740
37. E & E Co Ltd Trade Vendor $236,548
45875 Northport Loop East
Fremont, CA 94538
Edmund Jin
Tel: 510-490-9788
38. Homeview Design Inc. Trade Vendor $233,845
PO Box 849
Azusa, CA 91702
Edmund Tong
Tel: 626-338-0028
Email: edmund@homeviewdesign.com
39. Sam Salem & Son Trade Vendor $230,809
302 Fifth Ave 4th Fl
New York, NY 10001
Jesse Salem
Tel: 212-695-6020
Email: jesse@samsalemson.com
40. Godiva Chocolatier, Inc. Trade Vendor $220,148
1 Meridian Blvd
Wyomissing, PA 19610
Joe Flores
Tel: 610-988-6050
Email: joe.flores@godiva.com
UNDER ARMOUR: S&P Alters Outlook to Stable, Affirms 'BB' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based athletic
performance apparel and footwear company Under Armour Inc. to
stable from positive and affirmed all of its ratings, including our
'BB' issuer credit rating.
The stable outlook reflects S&P's expectation for the company's
sales and profitability to continue to improve after a weak fiscal
2023 and for long-term leverage of 2x-3x.
The outlook revision reflects S&P's view that a weaker
macroenvironment will challenge Under Armour's performance over the
next 12 months.
Under Armour reported gross margin declines of 650 basis points for
the third quarter ended December 2022 driven by higher promotions,
mix impacts from higher footwear sales, and foreign exchange.
Higher promotions are a result of industrywide dynamics as apparel
and footwear companies had excess inventory entering the back half
of calendar-year 2022. As of December 2022, the company had 50%
more inventory than it did in December 2021, partially due to
industrywide supply chain constraints in the prior year, but also
because the company did not clear as much excess inventory as it
expected. Despite elevated promotions during the holiday season,
consumers pulled back on discretionary spending on activewear
despite its higher demand during the pandemic.
S&P said, "We expect a mild recession in 2023 and interest rates
rising to 5% will pressure consumers' discretionary income. This
will likely lead to higher inventory levels at Under Armour's
wholesale partners and a longer promotional periods for apparel and
footwear companies. We also expect the return to travel and social
activities to continue, which will siphon off more consumer
spending from discretionary categories. Therefore, our base case
assumes a low-single-digit percent expansion in the company's
overall revenue, mostly due to increased sales in international
markets.
"We forecast Under Armour's EBITDA margin will contract in
fiscal-year 2023 due to higher promotions and elevated costs for
ocean and air freight and labor. We estimate the company's EBITDA
margin will fall to about 10%, which is lower than its larger
direct competitors' and close to the level it faced when
experiencing brand degradation issues over five years ago. At that
time, the company's EBITDA margins declined to a high-single-digit
percent from the mid-teens percent area, while its revenue declined
due to lost market share. Longer term, we believe the company's
brand elevation strategy will lead to less volatility. However, the
macroeconomic uncertainty will make it difficult to improve the
brand over the next 12 months.
"In our view, the Under Armour brand is better positioned than it
was several years ago, but the macroeconomic uncertainties delay
further progress.
"We believe the weak macroenvironment will challenge Under Armour's
return to its former growth levels in North America. However, we
note the composition of the company's business continues to
evolve--including significantly reduced sales to the off-price
channel, less promotional and discount activities during normalized
macroeconomic times, and a revamped brand marketing strategy--and
that it has had success with recent product launches. Additionally,
Under Armour has refocused and is using highly targeted digital
advertising to attract its target performance-athlete demographic,
which now includes younger athletes. Maintaining its market share
will depend on how well management's merchandising and pricing
strategies resonate with customers, as well as its ability to form
successful endorsement relationships with high-profile athletes,
such as Stephen Curry, Justin Jefferson and Jordan Spieth. Lastly,
we believe the ongoing trend toward casualization, along with the
elevated consumer focus on health and wellness, will continue to
support the demand for Under Armour's products over the
long-term."
S&P expects the company to begin to use its abnormally high cash
balance primarily toward share repurchases.
Under Armour's cash balance decreased to $849.5 million from $1.7
billion in December 2021. The large decrease is mainly attributed
to a $408 million use of cash for inventories, $187 million in
capital expenditures (capex) and $425 million for share repurchases
(inclusive of the company's transitionl quarter). To date, the
company hasrepurchased $425 million (including its fiscal year
transition quarter) under its $500 million authorization that was
approved in February 2022.
Additionally, the company entered a $75 million accelerated share
repurchase of its Class C common stock in the third quarter. The
use of cash combined with EBITDA decline has increased leverage to
1.4x from 0x, which is still low but mostly attributable to a
temporarily high cash balance that exceeds its funded debt. Under
Armour's management is targeting leverage in line with that of its
investment-grade peers, though it has not issued a formal financial
leverage target. S&P said, "We estimate Under Armour's fiscal 2023
leverage will be about 1.5x (net 95% of cash). However, we do not
expect it to maintain its leverage at this level over the near- to
medium-term because the company needs to make capex investments
that it has delayed due to macroeconomic uncertainties. Under
Armour may also use some of its cash to undertake tuck-in
innovation- or expertise-based acquisitions, though we do not
expect such activities to increase its reported debt balances given
its current cash balance and the cost of new debt."
The stable outlook reflects that the company will improve
profitability over the next 12 months from a weak fiscal 2023 and
S&P's expectation of leverage of 2x-3x over the long term.
S&P could lower its ratings on Under Armour if its leverage
increases above 3x on a sustained basis. This could occur if:
-- A more severe and prolonged recession prevents the company from
improving its operating results;
-- The company does not execute on its business priorities,
including its restructuring initiatives, pricing strategies, and
cash flow generation improvement; or
-- Its financial policy becomes more aggressive such that it uses
cash and additional debt to fund acquisitions and dividends or to
repurchase its stock.
S&P could raise its ratings if it believes:
-- Its sales and profitability will improve because strengthening
customer confidence and successful brand rebuilding stabilize its
North American segment; and
-- Under Armour will sustain leverage of less than 3x and
establish a track record of prudently using its cash.
ESG credit indicators: E-2, S-2, G-2
UNIQUE TOOL: March 30 Plan Confirmation Hearing Set
---------------------------------------------------
On Dec. 19, 2022, Richardo I. Kilpatrick, Chapter 11 Trustee, filed
with the U.S. Bankruptcy Court for the Northern District of Ohio a
Disclosure Statement for Plan of Liquidation for Unique Tool &
Manufacturing Co., Inc.
On Feb. 9, 2023, Judge Mary Ann Whipple approved the Disclosure
Statement and ordered that:
* March 17, 2023, is fixed as the deadline by which the
holders of claims and interests may accept or reject the Plan.
* March 23, 2023, at 4:00 p.m. is fixed as the last day for
the Trustee to tabulate all acceptances and rejections of the Plan
and file a summary of the results with the Clerk of the court.
* March 17, 2023 is fixed as the last day for any objection to
confirmation of the Plan.
* March 30, 2023, at 10:30 a.m., in Courtroom No. 1, U.S.
Bankruptcy Court, 6th Floor, PNC Bank Building, 405 Madison Ave.,
Toledo, OH 43604 is the hearing on confirmation of the Plan.
A copy of the order dated Feb. 9, 2023, is available at
https://bit.ly/3lBqFqx from PacerMonitor.com at no charge.
Attorney for Chapter 11 Trustee:
GOLD, LANGE, MAJOROS & SMALARZ, PC
Stuart A. Gold, Esq.
24901 Northwestern Hwy., Suite 444
Southfield, MI 48075
Telephone: (248) 340-3728
Email: sgold@glmpc.com
About Unique Tool & Manufacturing
Unique Tool & Manufacturing Co., Inc. -- http://www.uniquetool.com/
-- is a custom metal stamping company formed in 1963, which
supplies stampings to the satellite, communications, electrical,
appliance, refrigeration and automotive industries throughout the
United States, Canada and Mexico. It specializes in tool and die
manufacturing, brazing, welding, plating and more.
Unique Tool & Manufacturing sought Chapter 11 protection (Bankr.
N.D. Ohio Case No. 19-32356) on July 26, 2019. Daniel Althaus,
president, signed the petition. At the time of the filing, the
Debtor estimated up to $50,000 in assets and $1 million to $10
million in liabilities. Judge Mary Ann Whipple oversees the case.
Diller and Rice, LLC serves as the Debtor's counsel.
The U.S. Trustee for Region 9 appointed a committee of unsecured
creditors on Sept. 5, 2019. The creditors' committee retained
Wernette Heilman PLLC as its legal counsel.
Richardo I. Kilpatrick is the Chapter 11 trustee appointed in the
Debtor's case. The trustee tapped Gold, Lange, Majoros and Smalarz
PC as bankruptcy counsel, Wernette Heilman, PLLC as special
counsel, and C.L. Moore & Associates as accountant.
VESTA HOLDINGS: Unsecureds to Recover Up to 100% in Plan
--------------------------------------------------------
Vesta Holdings, LLC, and its Debtor Affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Combined Joint
Chapter 11 Plan of Liquidation and Disclosure Statement dated
February 9, 2023.
Vesta Holdings was founded by Joshua Coleman in 2018 as the holding
company for certain legacy entities of the Company, which, at the
time, provided financial planning, risk management and wealth
advisory services to clients in the Southeast region of the United
States.
Despite the growth and profitability of Summit's insurance
brokerage business, alleged misconduct committed by Mr. Coleman
threatened the Debtors' industry reputation and future growth. To
date, this alleged misconduct has resulted in several known
outstanding litigation proceedings that may name a Debtor entity
and/or an Acquired Agency as a defendant.
Facing the ripple effects of Mr. Coleman's alleged misconduct, the
Debtors and their management began reviewing potential strategic
alternatives and alternative financing options to maximize value.
As a result of such review, the Debtors' management team determined
that a sale of the Debtors' assets was the best available path to
maximize the value of the Debtors' estates and its business for the
benefit of the Debtors' stakeholders. The Debtors' management team
thereafter began identifying potential third-party purchasers that
may have interest and the resources to acquire the Debtors'
assets.
In late-September 2022, as it became apparent that the Debtors
would be unable to achieve a third-party stalking horse purchase
agreement prior to the commencement of these Chapter 11 Cases, the
Debtors began discussions with the Prepetition Lenders regarding
whether they would be willing to serve as a stalking horse and
thereby backstop the post-petition marketing and sale process.
These discussions and negotiations ultimately bore fruit and, on
October 30, 2022, the Debtors and an affiliate of certain of the
Prepetition Lenders, SRA Holdings, LLC (the "Stalking Horse
Bidder"), entered into a stalking horse asset purchase agreement
(the "Stalking Horse Agreement").
The Stalking Horse Agreement was the product of arm's-length,
good-faith negotiations among the Debtors and the Stalking Horse
Bidder and represented the highest or otherwise best offer the
Debtors had received. On January 20, 2023, the Bankruptcy Court
entered the Order approving the sale of the Debtors' assets to the
Buyer pursuant to the Purchase Agreement. The sale to the Buyer,
pursuant to the provisions of the Purchase Agreement, is expected
to close before the Confirmation Date.
This Plan is a joint plan for each of the Debtors and presents
together Classes of Claims against, and Interests in, the Debtors.
Class 5 consists of Unsecured Claims. Each Holder of an Allowed
Unsecured Claim shall receive a beneficial interest in the
Liquidating Trust entitling such Holder to such Holder's Pro Rata
share of the Unsecured Claims Distribution Proceeds (if any). The
allowed unsecured claims total $0.00 - $33,431,368.74. This Class
will receive a distribution of 0-100% of their allowed claims.
Class 5 is Impaired under the Plan.
Class 7 consists of all Intercompany Interests. Intercompany
Interests shall be, at the option of the Liquidating Trustee,
either: Reinstated in accordance with Article V.F of the Plan; or
canceled, released, and extinguished as of the Effective Date, and
will be of no further force or effect, and Holders of Intercompany
Interests will not receive any distribution on account of such
Intercompany Interests.
Class 8 consists of all Interests in Vesta Holdings. Interests in
Vesta Holdings will be canceled, released, and extinguished as of
the Effective Date, and will be of no further force or effect, and
Holders of Interests in Vesta Holdings will not receive any
distribution on account of such Interests in Vesta Holdings. Class
8 is Impaired under the Plan.
On the Effective Date, the applicable Debtors or the Liquidating
Trustee shall enter into any transaction and shall take any actions
as may be necessary or appropriate to effect the transactions
described herein, including, as applicable, one or more
intercompany mergers, consolidations, amalgamations, arrangements,
continuances, restructurings, conversions, dispositions,
dissolutions, transfers, liquidations, spinoffs, intercompany
sales, purchases, or other corporate transactions (collectively,
the "Restructuring Transactions").
The Liquidating Trust Assets shall be used to fund the
distributions to Holders of Allowed Claims against the Debtors in
accordance with the treatment of such Claims provided pursuant to
the Plan and subject to the terms provided herein.
A full-text copy of the Combined Plan and Disclosure Statement
dated February 9, 2023 is available at https://bit.ly/3RVo4DG from
PacerMonitor.com at no charge.
Counsel for Debtors:
Jeremy W. Ryan, Esq.
Potter Anderson & Corroon, LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6108
Facsimile: (302) 658-1192
Email: jryan@potteranderson.com
Mark R. Somerstein, Esq.
Lucas W. Brown, Esq.
Christine Joh, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
Telephone: (617) 951-7474
Email: Mark.Somerstein@ropesgray.com
lucas.brown@ropesgray.com
christine.joh@ropesgray.com
- and -
ROPES & GRAY LLP
Ryan Preston Dahl, Esq.
Benjamin M. Rhode, Esq.
191 North Wacker Drive, 32nd Floor
Chicago, Illinois 60606
Telephone: (312) 845-1200
Facsimile: (312) 845-5500
E-mail: ryan.dahl@ropesgray.com
benjamin.rhode@ropesgray.com
About Vesta Holdings
Historically, Vesta Holdings, LLC and each of its affiliates
provided wealth advisory, risk management services, and insurance
brokerage services to individual and corporate clients across the
United States. In recent years, they have focused on growing their
insurance brokerage services business, which is primarily operated
under Summit Risk Advisors, LLC. Summit primarily concentrates on
property and casualty insurance offerings.
Vesta Holdings and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-11019) on Oct. 30, 2022. In the petitions signed by their chief
financial officer, Michael Hines, the Debtors disclosed between
$100 million and $500 million in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Ropes and Grapy, LLP and Potter Anderson &
Corroon, LLP as bankruptcy counsels; Province, LLC as financial
advisor; and Omni Agent Solutions, Inc. as claims, noticing and
administrative agent.
Colbeck Strategic Lending Offshore Mini-Master AIV, L.P., Colbeck
Strategic Lending II Master, L.P., CION Investment Corporation and
34th Street Funding, LLC, as DIP Lenders, are represented by Akin
Gump Strauss Hauer and Feld, LLP and Blank Rome, LLP.
W L HOUSTONS: Amends Fort Bend County Secured Claim
---------------------------------------------------
W L Houstons Business Investments, LLC, submitted a Second Amended
Plan of Reorganization dated February 9, 2023.
The Second Amended Plan alters the Secured Claim of Fort Bend
County in the amount of $1,839.68.
Notwithstanding any other provisions contained herein, Fort Bend
Independent School District, Sienna Municipal Utility District #2,
Sienna Parks and Levee Improvement District, and Fort Bend County
(the "Taxing Authorities") are the holders of pre-petition Secured
Tax Claims for ad valorem property taxes for the 2022 tax year and
such taxes shall accrue statutory interest of 12% per annum on the
entire balance from the Petition Date until such tax debts are paid
in full. Any and all ad valorem tax liens securing the prepetition
and post-petition taxes shall be retained until all such taxes are
paid in full.
The Debtor shall pay all post-petition taxes (tax year 2023 and
subsequent) in the ordinary course of business prior to delinquency
under applicable non-bankruptcy law, without the need to file an
administrative expense and/or request for payment. In the event any
post-petition taxes are not paid before delinquency as required
under applicable non-bankruptcy law, interest shall accrue as
provided under applicable non-bankruptcy law, and the Taxing
Authorities are authorized to immediately commence any and all
collection actions authorized under such laws in state court
without further order of this Court.
The failure to pay any required payment under this Plan, or failure
to timely pay the 2023 and/or subsequent years' taxes, or the
failure to be under a contract to sell the property by April 30,
2023, as provided by this Plan, shall be considered an Event of
Default under the Plan.
Duration in Months means from the date of confirmation to May 30,
2023.
Like in the prior iteration of the Plan, Unsecured Creditors shall
be paid at closing of sale of single asset real estate. The allowed
unsecured claims total $22,519.66. This Class will receive a
distribution of 100% of their allowed claims.
The Debtor plans to fund the plan by selling the single real estate
asset at its fair market value.
A full-text copy of the Second Amended Plan dated February 9, 2023
is available at https://bit.ly/3Ko6lTZ from PacerMonitor.com at no
charge.
Attorney for Debtor:
SAMUEL L. MILLEDGE
State Bar No. 14055300
2500 East T.C. Jester Blvd., Suite 510
Houston, Texas 77008
Telephone: (713)812-1409
Telecopier: (714)812-1418
About W L Houstons Business Investments
W L Houstons Business Investments LLC is a Single Asset Real Estate
(as defined in 11 U.S.C. Sec. 101(51B)).
W L Houstons Business Investments sought protection under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.
Tex. Case No. 22-31575) on June 6, 2022. In the petition filed by
Warren Houston, as managing member, the Debtor reported assets and
liabilities of up to $50,000.
Samuel L Milledge, of The Milledge Law Firm, PLLC, is the Debtor's
counsel.
WEBER INC: Incurs $114 Million Net Loss in First Quarter
--------------------------------------------------------
Weber Inc. has filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $113.89
million on $164.90 million of net sales for the three months ended
Dec. 31, 2022, compared to a net loss of $74.55 million on $283.14
million of net sales for the three months ended Dec. 31, 2021.
"We continue to navigate the macro environment with focus and
agility while leaning into our operational expertise, deep product
pipeline, and strong execution capabilities to bring our customers
experiences that only Weber can create," said Alan Matula, chief
executive officer of Weber. "I am incredibly proud of our team's
rapid progress against our key strategic priorities. With a new
season before us, we look forward to continuing to transform how
the world cooks outside with our new, multi-functional LUMINTM
electric grill, a griddle suite of products poised to change the
game, and a pellet grill that speaks to the versatility and rich
flavor outdoor cooks crave."
As of Dec. 31, 2022, the Company had $1.56 billion in total assets,
$2.06 billion in total liabilities, and a total deficit of $504.37
million.
Weber stated, "Our primary working capital requirements are to fund
our daily operational activities like purchasing raw materials and
component parts to manufacture products, and making payments to
suppliers for goods and services. Our working capital requirements
fluctuate during the year, driven primarily by the seasonality of
market demand and the timing of inventory manufacturing and
purchases, as well as the timing of cash receipts for products sold
to customers. Our business is seasonal in nature with the highest
level of sales of products occurring in the second and third fiscal
quarters; accordingly, we historically borrowed under our
short-term revolving credit facility in the first and second fiscal
quarters to fund working capital for building up inventory in
anticipation of the higher demand in the second and third fiscal
quarters. Our capital expenditures are primarily related to growth
initiatives and operational spending, including investments related
to new product development, manufacturing and operational
activities and investments in technology systems. In addition, in
the future we may allocate capital to strategic acquisitions."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001857951/000162828023002872/webr-20221231.htm
About Weber
Headquartered in Palatine, Ill., Weber Inc., together with its
affiliates, is an outdoor cooking company in the global outdoor
cooking market. The Company's product portfolio includes
traditional charcoal grills, gas grills, smokers, pellet and
electric grills and recently its Weber Connect technology-enabled
grills. Its full range of products are sold in 78 countries.
Weber reported a net loss of $329.98 million for the year ended
Sept. 30, 2022. As of Sept. 30, 2022, the Company had $1.44
billion in total assets, $1.86 billion in total liabilities, and a
total deficit of $411.94 million.
* * *
As reported by the TCR on Dec. 23, 2022, S&P Global Ratings removed
all ratings on U.S.-based Weber Inc. from CreditWatch, where S&P
placed them with negative implications on July 29, 2022. At the
same time, S&P affirmed all of its ratings on the company,
including its 'CCC+' issuer credit rating. The outlook is
negative. S&P said, "The negative outlook reflects our
expectation
that the company's operations will continue to be challenged with
uncertain prospects for grill demand in a softening economy and
risk of heightened inventory levels at the end of fiscal 2023.
These factors could keep its capital structure unsustainable
including leverage in the double-digit area."
XTRA INCORPORATED: Taps Caldwell & Riffee as Legal Counsel
----------------------------------------------------------
Xtra Incorporated seeks approval from the U.S. Bankruptcy Court for
the Southern District of West Virginia to employ Caldwell & Riffee,
PLLC as its legal counsel.
The firm's services include:
a. providing the Debtor with legal advice regarding its powers
and duties;
b. assisting the Debtor in the operations of its business
under the Bankruptcy Code;
c. assisting in reviewing tax claims;
d. assisting in negotiating adequate protection payments; and
e. other necessary legal services.
The firm will be paid at an hourly rate of $350 and will be
reimbursed for out-of-pocket expenses incurred.
Joseph Caldwell, Esq., at Caldwell & Riffee, disclosed in a court
filing that he is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Joseph W. Caldwell, Esq.
Caldwell & Riffee, PLLC
P.O. Box 4427
Charleston, WV 25364
Tel: (304) 925-2100
Fax: (304) 925-2193
Email: jcaldwell@caldwellandriffee.com
About XTRA Inc.
Xtra Inc leases freight trailers on a short-term basis. The
company offers its services throughout North America with offices
in the United States.
XTRA Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 22-20195) on Dec 19,
202, with $1 million to $10 million in both assets and liabilities.
Nathan Phillips, owner, signed the petition.
Judge B. Mckay Mignault oversees the case.
The Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell
& Riffee.
XTRA INCORPORATED: Taps Isaac Smith to Sell Huntington Property
---------------------------------------------------------------
Xtra Incorporated seeks approval from the U.S. Bankruptcy Court for
the Southern District of West Virginia to employ Isaac Smith, a
realtor in Davenport, Iowa.
The Debtor requires the services of a realtor in connection with
the sale of its real property in Huntington, W.Va., fixtures and
equipment.
The realtor will get 6 percent of the sales price as commission.
As disclosed in court filings, Mr. Smith a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Isaac N. Smith
111 Perry St. Suite 200
Davenport, IA 52801
Tel: (309) 798-0994
Email: ismisth@trgmove.com
About XTRA Inc.
Xtra Inc leases freight trailers on a short-term basis. The
company offers its services throughout North America with offices
in the United States.
XTRA Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 22-20195) on Dec 19,
202, with $1 million to $10 million in both assets and liabilities.
Nathan Phillips, owner, signed the petition.
Judge B. Mckay Mignault oversees the case.
The Debtor is represented by Joseph W. Caldwell, Esq., at Caldwell
& Riffee.
YELLOW CORP: Swings to $21.8 Million Net Income in 2022
-------------------------------------------------------
Yellow Corporation has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net income
of $21.8 million on $5.24 billion of operating revenue for the year
ended Dec. 31, 2022, compared to a net loss of $109.1 million on
$5.12 billion of operating revenue for the year ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $2.27 billion in total assets,
$717 million in total current liabilities, $1.46 billion in
long-term debt (less current portion), $134 million in pension and
postretirement, $94.6 million in operating lease liabilities, $249
million in claims and other liabilities, and a total shareholders'
deficit of $381.5 million.
Yellow Corp stated, "Cash flows from operations are a principal
source of funding for us. Our business may not generate cash flow
from operations in an amount sufficient to fund our liquidity
needs. If our cash flows are insufficient to service our
indebtedness and satisfy our other obligations, we may be forced to
reduce or delay capital expenditures, sell assets, seek additional
capital or restructure or refinance our indebtedness or other
financial obligations. Our ability to restructure or refinance our
indebtedness will depend on the condition of the capital and credit
markets and our financial condition at such time. Any refinancing
of our indebtedness could be at higher interest rates. In
addition, any refinancing of our indebtedness or restructuring of
our other obligations may require us to comply with more onerous
covenants, which could further restrict our business operations and
limit our financial flexibility. In addition, the terms of
existing or future debt agreements may restrict us from adopting
some of these alternatives. Any failure to make payments of
interest and principal on our outstanding indebtedness or satisfy
our other financial obligations on a timely basis would likely
result in a lowering of our credit rating, which could harm our
ability to incur additional indebtedness. These alternative
measures may not be successful and, as a result, our liquidity and
financial condition could be adversely affected and we may not be
able to meet our scheduled debt service obligations. If for any
reason we are unable to meet our debt service obligations, we would
be in default under the terms of the agreements governing our
outstanding debt."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000716006/000095017023002332/yell-20221231.htm
About Yellow Corporation
Yellow Corporation -- www.myyellow.com -- operates logistics and
less-than-truckload (LTL) networks in North America, providing
customers with regional, national, and international shipping
services throughout. Yellow's principal office is in Nashville,
Tenn., and is the holding company for a portfolio of LTL brands
including Holland, New Penn, Reddaway, and YRC Freight, as well as
the logistics company Yellow Logistics.
Yellow Corp reported a net loss of $109.1 million for the year
ended Dec. 31, 2021, a net loss of $53.5 million for the year ended
Dec. 31, 2020, and a net loss of $104 million for the year ended
Dec. 31, 2019. As of Sept. 30, 2022, the Company had $2.45 billion
in total assets, $843.8 million in total current liabilities, $1.49
billion in long-term debt (less current portion), $104.5 million in
pension and postretirement, $86.1 million in operating lease
liabilities, $263.8 million in claims and other liabilities, and a
total shareholders' deficit of $335.9 million.
[*] U.S. Bankruptcy Filings Dipped 6.3% in 2022
-----------------------------------------------
According to USCourts.gov, bankruptcy filings fell 6.3 percent for
the 12-month period ending Dec. 31, 2022, continuing a fall that
coincided with the start of the COVID-19 pandemic. But individual
filings under Chapter 13 increased significantly.
Annual bankruptcy filings in calendar year 2022 totaled 387,721,
compared with 413,616 cases in 2021, according to statistics
released by the Administrative Office of the U.S. Courts.
Business filings fell 6 percent, from 14,347 to 13,481 in the year
ending Dec. 31, 2022. Non-business bankruptcy filings fell 6.3
percent, to 374,240, compared with 399,269 in the previous year.
Filings for Chapters 11 and 13 both increased in the year ending
Dec. 31, 2022. Chapter 11, which provides for reorganization,
usually involving a corporation, increased 1.7 percent, to 4,918,
compared with 4,836 in the previous year. Chapter 13 filings
increased 30.9 percent, from 120,002 to 157,087 in the year ending
Dec. 31, 2022. This chapter of the Bankruptcy Code provides for
adjustment of debts of an individual with regular income.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
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are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***