/raid1/www/Hosts/bankrupt/TCR_Public/230301.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, March 1, 2023, Vol. 27, No. 59
Headlines
5280 AURARIA: Again Seeks Delay of Disclosures Hearing
AFFITO DOMUS: Taps Keen-Summit Capital as Real Estate Broker
AGOGIE INC: Seeks Approval to Hire Kasen & Kasen as Counsel
AGOGIE INC: Starts Subchapter V Bankruptcy Proceeding
ALL WAYS CONCRETE: Files Subchapter V Bankruptcy Case
AMAZING ENERGY: Unsecureds to Get Share of Available Cash
AMERICANAS SA: Appoints Pereira as 3rd CEO Amid Bankruptcy
AMERICANAS SA: Taps Boston Consulting Amid Asset Sale Talks
ANACK TRANSPORTATION: Seeks to Tap Pope Firm as Bankruptcy Counsel
ASP NAPA: S&P Alters Outlook to Negative, Affirms 'B' ICR
AYTU BIOPHARMA: Incurs $6.7 Million Net Loss in Second Quarter
B&G PROPERTY: Committee Taps Farleigh Wada Witt as Legal Counsel
BANYAN CAY: Seeks Bankruptcy Protection in Florida
BAY AREA COMMERCIAL: April 6 Plan Confirmation Hearing Set
BESTWALL LLC: Texas Two-Step Bankruptcy Move Faces Setback
BIOSTAGE INC: An Zhang Reports 7% Equity Stake
BLINK CHARGING: Warrant Delisted From Nasdaq
BRENT JARRETT DDS: Taps F. Kenneth Tomek as Accountant
BRYANT HARDWOOD: Seeks to Hire J.M. Cook as Bankruptcy Counsel
BSPV-PLANO LLC: Unsecureds Have Option to Take 33% Payout
BUFFALO STATION: Cash Collateral Access OK'd on Final Basis
CABLE ONE: Moody's Rates Extended Sr. Secured Loans 'Ba2'
CANNABAMA LLC: Seeks to Hire Jason Lybrand as Accountant
CC HILLCREST: Court Confirms Sale Plan
CHASE CUSTOM HOMES: Ends in Filing Chapter 11 Bankruptcy Protection
CHICAGO SOUTH: Case Summary & Five Unsecured Creditors
CINEMARK USA: Moody's Raises CFR to B2 & Alters Outlook to Stable
CLEANSPARK INC: Buys 20,000 Bitcoin Mining Machines for $43.6M
CUENTAS INC: Yarel + Partners Replaces Halperin as Auditor
DCL HOLDINGS: $55MM DIP Loan from Wells Fargo Wins Final OK
DEI VITAE: Case Summary & 16 Unsecured Creditors
DIFFUSION PHARMACEUTICALS: To Reduce Workforce to Preserve Cash
DVD FACTORY: Case Summary & 20 Largest Unsecured Creditors
ECOARK HOLDINGS: Posts $2.4 Million Net Income in Third Quarter
ELANCO ANIMAL: S&P Downgrades ICR to 'BB-' on Underperformance
EXCL LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
FARMA SCI LIFE: Court OKs Final Cash Collateral Access
FEILITECH US: Case Summary & 20 Largest Unsecured Creditors
FMC CLINIC: Seeks to Hire Berman as Legal Counsel
GASPARILLA MOBILE: Equity Contributions & Earnings to Fund Plan
HARTWICK COLLEGE: Moody's Lowers Issuer & Debt Ratings to 'B2'
HEALTHCHANNELS INTERMEDIATE: Moody's Cuts CFR to Caa1, Outlook Neg.
IMMEDIATE PROPERTIES: Case Summary & Four Unsecured Creditors
INDEPENDENT PET: Seeks to Hire 'Ordinary Course' Professionals
INVACARE CORP: Seeks Approval of Disclosure Statement
INVACARE CORP: Unsecureds to Take Ownership in Plan
IRIS HOLDING: S&P Downgrades ICR to 'B-', Outlook Stable
JUST BELIEVE: Unsecureds to Get Some Recovery From Sale
KAWEAH DELTA: Moody's Confirms 'Ba1' Revenue Bond Ratings
KROLLMOTION TECHNOLOGIES: Taps Michael Jay Berger as Counsel
LAZY J. RANCH: Seeks to Hire Summit Commercial as Broker
LUMEN TECHNOLOGIES: Moody's Cuts CFR to B2 & Alters Outlook to Neg.
MACEDON CONSULTING: Case Summary & 20 Largest Unsecured Creditors
MATTIES HOME: Gets OK to Hire Bach Law Offices as Counsel
MIGI ASSET: Seeks to Hire Kenneth L. Baum as Bankruptcy Counsel
MILLERS HOME: Gets OK to Hire SL Briggs as Financial Advisor
MOBITEK LLC: Unsecureds to Recover 28% to 31% in Subchapter V Plan
MOVIA ROBOTICS: Seeks to Hire Supporting Strategies as Bookkeeper
MURPHY CREEK: Taps Montgomery Little & Soran as Special Counsel
NATIONAL PHARMACY: Gets Interim OK to Hire Steffes Firm as Counsel
NATIONAL PHARMACY: Seeks Chapter 11 Bankruptcy
NOBLE HEALTH: Seeks to Hire Berman as Legal Counsel
NORTHEAST TOMATO: Case Summary & 20 Largest Unsecured Creditors
NUVO TOWER: Unsecureds Owed $1.6K to Get 100% of Claims
OMNIQ CORP: To Deploy Q Shield in McRae-Helena, GA
PACIFIC BEND: Case Summary & 20 Largest Unsecured Creditor
PARTY CITY: Irondequoit Location Part of Closures
PEARL INC: Case Summary & Five Unsecured Creditors
PG MOTORS: Seeks to Hire Girard & Johnson as Forensic Accountant
PG MOTORS: Seeks to Hire Schuman and Company as Accountant
PHARMASTRATEGIES LLC: Taps Capture Strategies as Financial Expert
PHI GROUP: Incurs $617K Net Loss in Second Quarter
PITNEY BOWES: Moody's Affirms B1 CFR & Alters Outlook to Negative
PRESTIGE BRANDS: Moody's Hikes CFR to 'Ba3', Outlook Stable
PROVIDENT GROUP: Moody's Cuts Rating on Sr. Secured Bonds to Caa2
PWM PROPERTY: Seeks to Extend Plan Exclusivity Through April 30
QUOTIENT LIMITED: Court Confirms Prepackaged Plan
RIGHT ON BRANDS: Posts $69K Net Loss in Third Quarter
ROCK RIDGE FARMS: Gets OK to Hire Narron Wenzel as Legal Counsel
ROCK RIDGE FARMS: Gets OK to Hire RDD Auction Company
RODA LLC: Seeks to Hire Intellequity as Special Counsel
SENIOR CARE: March 27 Plan Confirmation Hearing Set
SHEFA LLC: Plan & Disclosures Due April 3, 2023
SHERLOCK STORAGE: Creditor Seeks to Defer Hearing to April 6
SIGNAL PARENT: Moody's Lowers CFR to Caa1, Outlook Stable
STARRY GROUP: $27MM of ArrowMark DIP Loan Has Interim OK
STERLING GARDEN: Public Auction Sale Slated for April 13
STONEMOR INC: Moody's Assigns B3 CFR & Rates $365MM Sec. Notes B3
STRATHCONA RESOURCES: S&P Alters Outlook to Stable, Affirms B+ ICR
TAMA DEVELOPMENT: Seeks to Hire Langley & Banack as Legal Counsel
TESSEMAE'S LLC: Seeks to Hire Cole Schotz as Legal Counsel
TIMBERSTONE 4038T: Case Summary & Four Unsecured Creditors
TOMS KING (OHIO): Committee Taps Dundon as Financial Advisor
TORREY HOLDINGS: To Seek Plan Confirmation on March 28
TRANSOCEAN LTD: Units Agree to Transfer Deepwater Drillship to GSR
TRINITY LEGACY: Seeks to Hire Velarde & Yar as New Counsel
TRIUMPH GROUP: Moody's Rates First Lien Notes B2, Outlook Positive
TRIUMPH GROUP: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
TUESDAY MORNING: Closing One Store in Louisville
VANTAGE DRILLING: Prices Offering of $200 Million 9.5% Senior Notes
VILLAS OF COCOA: Sale of Townhome Units to Pay Off Claims
VOYAGER DIGITAL: Committee Sends Subpoenas to SBF, FTX Execs.
WEBER INC: Taken Private by BDT Capital Partners
WESTERN SLOPE: Case Summary & Four Unsecured Creditors
WEWORK INC: Posts $527 Million Net Loss in Fourth Quarter
WILLIAMS LAND: April 4 Plan Confirmation Hearing Set
WINDOW SELECT: Seeks to Hire Kerkman & Dunn as Legal Counsel
WRENCH GROUP: Moody's Rates $150MM 1st Lien Term Loan Add-on 'B2'
WRENCH GROUP: S&P Rates $150MM Incremental 1st-Lien Term Loan 'B-'
ZEUUS INC: Incurs $174K Net Loss in First Quarter
*********
5280 AURARIA: Again Seeks Delay of Disclosures Hearing
------------------------------------------------------
5280 Auraria, LLC, moved the Bankruptcy Court for entry of an order
continuing the hearing on the Debtor's Disclosure Statement
scheduled for March 7, 2023, and resetting the attendant deadlines
regarding circulating and filing an Amended Disclosure Statement
and objecting to it.
The Debtor has already moved the hearing several times.
DB Auraria and the Debtor have had extensive discussions regarding
the Disclosure Statement and underlying Plan, as well as other
matters pending before the Court that may impact the Disclosure
Statement and Plan. The Debtor has continuously cooperated with DB
Auraria to move discussions forward, including responding to
numerous informal requests for information and arranging a tour of
the Debtor's property on short notice to DB Auraria's principals.
Under these circumstances, the Debtor believes that the parties
would benefit from an additional week to continue their ongoing
discussions.
Accordingly, the Debtor believes it is most efficient to not
proceed with the hearing on March 7, 2023, and requests that the
Court continue the Disclosure Statement Hearing to an available
date on the Court's calendar no earlier than March 21, 2023, and
reset the following deadlines: (i) the Circulation Deadline to on
or about March 8, 2023; (ii) the Filing Deadline to on or about
March 13, 2023; and (iii) the Objection Deadline to on or about
March 16, 2023.
Attorneys for the Debtor:
Michael J. Pankow, Esq.
Anna-Liisa Mullis, Esq.
Amalia Sax-Bolder, Esq.
BROWNSTEIN HYATT FARBER SCHRECK, LLP
410 17th Street, Suite 2200
Denver, CO 80202
Telephone: (303) 223-1100
Facsimile: (303) 223-1111
E-mail: mpankow@bhfs.com
amullis@bhfs.com
asax-bolder@bhfs.com
About 5280 Auraria
5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building
in downtown Denver aimed at providing housing for college students.
5280 Auraria's sole member and manager is Nelson Partners, LLC, a
Utah limited liability company. The individual principal is
Patrick Nelson.
5280 Auraria sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 22-12059) on June 9, 2022.
In the petition filed by Patrick Nelson, as managing member, the
Debtor listed between $50 million and $100 million in both assets
and liabilities.
Judge Kimberley H. Tyson oversees the case.
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP,
is the Debtor's counsel.
AFFITO DOMUS: Taps Keen-Summit Capital as Real Estate Broker
------------------------------------------------------------
Affito Domus Vendita Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Keen-Summit Capital Partners, LLC as its real estate broker.
The Debtor requires a broker to assist with the sale of its real
property located at 853 North Larrabee Street, Chicago, Ill.
Keen-Summit will be compensated as follows:
A. Engagement Fee: Keen-Summit shall be paid an engagement fee
of $60,000 payable in three installments as follows: (i) $20,000
within two business days after the court order approving
Keen-Summit's employment becomes final and subject to appeal or
stay (the first payment); (ii) $20,000 within 30 days of the first
payment; and (iii) $20,000 within 60 days of the first payment.
Such fee shall be setoff in full against the transaction fee.
B. Transaction Fee: As and when seller closes a transaction,
whether such transaction is completed individually or as part of a
package, a sale or a plan of reorganization, then Keen-Summit shall
have earned compensation per transaction equal to 3 percent of
"gross proceeds" from the transaction. Notwithstanding the
foregoing, in the event (i) the Debtor redeems the existing
mortgage in or out of bankruptcy; or (ii) settles with the
mortgagee or the transaction is rendered unnecessary, then (i) the
transaction fee will be neither owed nor paid; and (ii) the
engagement fee shall be increased an additional $40,000 (totaling
$100,000) payable within 60 days of the non-sale outcome. The
additional engagement fee is neither owed nor payable in the event
a non-sale outcome occurs within 30 days of the order.
With regards to the marketing of the property, Keen-Summit will
prepare a marketing plan and budget of up to $25,000.
As disclosed in court filings, Keen-Summit is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Matthew Bordwin
Keen-Summit Capital Partners, LLC
1 Huntington Quadrangle, Suite 2C04
Melville, NY 11747
Telephone: (646) 381-9202
Email: mbordwin@keen-summit.com
About Affito Domus Vendita
Affito Domus Vendita Holdings, LLC, a Chicago-based company, filed
a petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 22-14055) on Dec. 5, 2022, with $10
million to $50 million in assets and $50 million to $100 million in
liabilities.
Judge Timothy A. Barnes oversees the case.
The Debtor is represented by Thomas B. Fullerton, Esq., at Akerman,
LLP.
AGOGIE INC: Seeks Approval to Hire Kasen & Kasen as Counsel
-----------------------------------------------------------
Agogie, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Agogie, Inc. to hire the law firm of
Kasen & Kasen, P.C.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor under the Bankruptcy Code;
(b) negotiate with creditors, prepare a plan of reorganization
and take the necessary legal steps to consummate the plan;
(c) prepare documents regarding debt restructuring, bankruptcy
and asset dispositions;
(d) prepare other legal documents;
(e) appear before the court; and
(f) perform all other necessary legal services.
The hourly rates of the firm's attorneys are as follows:
Michael J. Kasen, Esq. $350
David A. Kasen, Esq. $500
Francine S. Kasen, Esq. $350
Jenny R. Kasen, Esq. $400
Jenny Kasen, Esq., an attorney at Kasen & Kasen, disclosed in a
court filing that she is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jenny R. Kasen, Esq.
David A. Kasen, Esq.
Michael J. Kasen, Esq.
Kasen & Kasen, P.C.
1213 N. King Street, Suite 2
Wilmington, DE 19801
Telephone: (302) 652-3300
Facsimile: (856) 424-7565
Email: jkasen@kasenlaw.com
dkasen@kasenlaw.com
mkasen@kasenlaw.com
About Agogie Inc.
Agogie, Inc. designs and manufactures resistance integrated
clothing for the sports performance, fitness, and athleisure
industries. The company is based in Saint Louis, Mo.
Agogie sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 23-10215) on Feb. 17,
2023, with as much as $1 million in both assets and liabilities.
Judge J. Kate Stickles oversees the case.
Kasen & Kasen, P.C. represents the Debtor as legal counsel.
AGOGIE INC: Starts Subchapter V Bankruptcy Proceeding
-----------------------------------------------------
Agogie Inc. filed for chapter 11 protection in the District of
Delaware. The Debtor elected on its voluntary petition to proceed
under Subchapter V of chapter 11 of the Bankruptcy Code.
The Debtor is headquartered in St. Louis, Missouri. It was
initially formed as a Missouri registered LLC -- Agogie, LLC -- and
operated as such from around 2017 through December, 2021. In
December 2021, the Debtor entered into an agreement and plan of
merger to merge into and continue operations as a Delaware
registered corporation -- Agogie, Inc. And, the Debtor has
operated as such ever since.
The Debtor is a performance sportswear and athleisure apparel
company. It is in the business of selling pant/legging products
with built-in resistance bands, the design for which is currently
patent pending.
The Debtor's sales are made both direct to consumer and to retail
distributors. In 2021, the Debtor had gross earnings of about $4.4
million. And, in 2022, the Debtor had gross earnings of about $2.7
million. In 2023 year to date, the Debtor has had gross earnings of
about $35,000.
The Debtor does not manufacture any of the product it sells. And,
virtually none of the product it sells is actually owned by the
Debtor. Rather, nearly all of the product that the Debtor sells is
consigned to the Debtor by a company called Quiby, Inc. d/b/a
Kickfurther. As of the Petition Date, the Debtor is a party to two
(2) consignment contracts with Kickfurther dated April 21, 2021 and
June 24, 2021, respectively. And, Kickfurther's interest in the
product identified therein is perfected through two UCC Financing
Statements filed by Kickfurther on May 5, 2021 and July 1, 2021,
respectively.
Circumstances Leading to Chapter 11 Filing
In recent years, the Debtor has incurred several hundred thousand
dollars of liability in merchant cash advance transactions, whereby
the Debtor's accounts have been automatically debited many
thousands of dollars a day/week. And, as a consequence thereof, the
Debtor has been unable to secure new inventory or maintain regular
operating expenses. In part, the Debtor sought bankruptcy relief
in order to stay further automatic debits of its accounts.
The Debtor’s assets as of the Petition Date have a total value of
only about $60,000, and are comprised of the following: (i)
accounts with a total value of less than $22,000; (ii) about
$36,000 of uncollectible accounts receivable; (iii) about $25,000
of inventory owned by the Debtor; (iv) about $1,500 of tools,
machinery and equipment; and (v) trademark(s)/patent(s) pending
with nominal value of about $500.
The Debtor's liabilities as of the Petition Date total about $4.5
million.
Debtor's Plan in Bankruptcy
It is the Debtor's hope and intent to remain in business and to
fund a plan of reorganization by continuing to obtain and sell
inventory as well as product consigned to it by Kickfurther.
About Agogie Inc.
Agogie Inc. -- https://agogie.com -- designs and manufactures
resistance-integrated clothing for the sports performance, fitness,
and athleisure industries.
Agogie Inc. filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code(Bankr. D. Del. Case No. 23-10215)
on Jan. 17, 2023. In the petition filed by Aaron J. Mottern, as
CE, the Debtor reported assets between $50,000 and $100,000 and
liabilities between $1 million and $10 million.
The Debtor is represented by:
Jenny Kasen, Esq.
Kasen & Kasen
7839 Stanford Avenue
Saint Louis, MO 63130
Tel: 302-652-3300
Fax: 856-424-7565
Email: jkasen@kasenlaw.com
ALL WAYS CONCRETE: Files Subchapter V Bankruptcy Case
-----------------------------------------------------
All Ways Concrete Pumping LLC filed for chapter 11 protection in
the Northern District of New York. The Debtor elected on its
voluntary petition to proceed under Subchapter V of chapter 11 of
the Bankruptcy Code.
The Debtor operates a family-owned concrete pumping company in
Auburn, New York. As a small, family-owned concrete pumping
business, the Debtor services the central New York area, including
Auburn and Syracuse, by completing commercial, industrial, and
residential construction projects.
In September of 2011, in order to accommodate the Debtor's growing
fleet of pump trucks, the Debtor moved to 2682 Turnpike Road,
Auburn, New York where its principal place of business remains
to-date. At this location, the Debtor continued to expand its fleet
with the addition of a telebelt (a versatile conveyor belt system
mounted on a truck) and new "Putzmeister Boom" trucks.
The Debtor is currently facing acute liquidity issues as a result
of litigation and other actions taken by a union and various
multi-employer benefit funds in New York federal court. Over the
course of the ensuing months, the Debtor and its professional
advisors assessed available strategic, business restructuring.
Following these efforts, the Debtor determined that the best course
of action to maximize value for the benefit of all creditors and
interested parties is to reorganize through a Chapter 11,
Subchapter V, bankruptcy proceeding and make creditor distributions
through a Subchapter V plan.
According to court filings, All Ways Concrete Pumping estimates
between $1 million and $10 million in in total debt owed to 1 to 49
creditors. The petition states that funds will be available to
unsecured creditors.
About All Ways Concrete Pumping
All Ways Concrete Pumping LLC --
https://www.allwaysconcretepumping.com -- is a family owned and
operated concrete pump company.
All Ways Concrete Pumping LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y.
Case No. 23-30069) on Feb. 17, 2023. In the petition filed by Diana
L. Sroka as president, manager, and member, the Debtor reported
assets and liabilities between $1 million and $10 million each.
The case is overseen by Honorable Bankruptcy Judge Wendy A.
Kinsella.
The Debtor is represented by:
Stephen A. Donato, Esq.
Bond, Schoeneck & King, PLLC
2682 Turnpike Road
Auburn, NY 13021
Tel: (315) 218-8000
Email: sdonato@bsk.com
AMAZING ENERGY: Unsecureds to Get Share of Available Cash
---------------------------------------------------------
Amazing Energy MS, LLC, Amazing Energy LLC and Amazing Energy
Holdings, LLC, filed an Amended Joint Plan of Liquidation and a
corresponding Disclosure Statement.
The sales of the Debtor's assets generated the following:
Cash Bid from Miesner Interests: $70,000
Cash Bid from Big Star: $360,000
--------
Total: $430,000
Cash Held in Dip Accounts: $360,000 Est.
Deposits and Other Assets $35,000
--------
Total: $825,000
The Debtors have liquidated substantially all of their assets of
the Estate and will distribute the funds to allowed claims pursuant
to their priority as set forth in the Bankruptcy Code.
Under the Plan, holders of Class 7 General Unsecured Claims against
the Debtors will receive in full satisfaction thereof, unless such
holder agrees to accept lesser treatment of such Claim, a Pro Rata
share of Available Cash available after payment in full of or
reserve for all Allowed Administrative Expense Claims, Allowed
Priority Tax Claims, required payments to Classes 1-6, and all Plan
expenses. The timing of any distribution shall be within the
discretion of the Reorganized Debtor. Class 7 is impaired.
The Plan will be funded in accordance with the provisions of the
Plan from (a) Cash; (b) Available Cash on the Effective Date; (c)
Sales Proceeds; and (d) any payment to be received by the Debtors
pursuant to the Plan after the Effective Date from, among other
things, any reserves established by the Reorganized Debtor, the
liquidation of the Debtors' remaining assets, funding from the sale
of the Sale Assets, as provided herein, and the prosecution and
enforcement of causes of action of the Debtors after the Effective
Date.
Counsel for Amazing Energy MS, LLC, Amazing Energy, LLC, and
Amazing Energy Holdings, LLC:
Douglas S. Draper, Esq.
Leslie A. Collins, Esq.
Greta M. Brouphy, Esq.
Michael E. Landis, Esq.
HELLER, DRAPER & HORN, L.L.C.
650 Poydras Street, Suite 2500
New Orleans, Louisiana 70130
Tel: (504) 299-3300
Fax: (504) 299-3399
E-mail: ddraper@hellerdraper.com
lcollins@hellerdraper.com
gbrouphy@hellerdraper.com
mlandis@hellerdraper.com
A copy of the Disclosure Statement dated Feb. 15, 2023, is
available at https://bit.ly/3YGcVt6 from PacerMonitor.com.
About Amazing Energy
Amazing Energy MS, LLC, Amazing Energy Holdings, LLC, and Amazing
Energy, LLC, filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Miss. Case Nos. 20-01243,
201245 and 20-01244) on April 6, 2020.
On July 13, 2020, the cases were transferred to the U.S. Bankruptcy
Court for the Eastern District of Texas and were assigned new case
numbers (20-41558 for Amazing Energy MS, 20 41563 for Amazing
Energy Holdings and 20-41561 for Amazing Energy LLC). The cases are
jointly administered under Case No. 20-41558.
At the time of filing, Amazing Energy MS and Amazing Energy
Holdings disclosed assets of between $1 million and $10 million and
liabilities of the same range while Amazing Energy, LLC estimated
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.
Judge Brenda T. Rhoades oversees the cases.
The Debtors are represented by Heller, Draper, Patrick, Horn &
Manthey, LLC and Wheeler & Wheeler, PLLC.
Arnold Jed Miesner, Lesa Renee Miesner, and JLM Strategic
Investments, LP, as secured creditors are represented by:
Carol Lynn Wolfram, Esq.
Rosa R. Orenstein, Esq.
Nathan M. Nichols, Esq.
LAW OFFICE OF CAROL LYNN WOLFRAM
P.O. Box 1925
Denton, TX 76202-1925
Tel: (940) 321-0019
Fax: (940) 497-1143
E-mail: clwolframlegal@gmail.com
AMERICANAS SA: Appoints Pereira as 3rd CEO Amid Bankruptcy
----------------------------------------------------------
Daniel Cancel of Bloomberg News reports that Brazilian retailer
Americanas SA appointed its third Chief Executive Officer in six
weeks as it looks to navigate the firm through bankruptcy and
continue operations while negotiating a hefty debt load.
Americanas on Feb. 15, 2023, announced that its board of directors
elected Leonardo Coelho Pereira as the company's new CEO. The
executive will take the place of João Guerra, who held the
position on an interim basis since the departure of Sérgio Rial,
on January 11th. The dismissal was motivated by inconsistencies in
Americanas’ accounting entries of approximately R$ 20 billion.
According to the statement, Leonardo Coelho Pereira has experience
in retail companies and was a partner at Alvarez & Marsal, a
consultancy specializing in company restructuring. With the
election of the new CEO, Guerra will return to the post of director
of human resources he held before Rial's departure.
Americanas' board of directors also elected Antonio Luiz Pizarro
Manso to replace Vanessa Claro Lopes on the independent committee,
following the director's resignation.
About Americanas SA
Americanas was one of the largest diversified retail chains in
Brazil, with a wide platform of physical stores, robust e-commerce,
fintech, and has just entered into the niche food retail. It is
listed on B3, being indirectly controlled by billionaire Jorge
Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles.
The retailer nosedived in January 2023 after becoming mired in an
accounting scandal. The firm filed for bankruptcy at a court in
Rio de Janeiro on Jan. 19, 2023.
Americanas sought protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25,
2023. White & Case LLP, led by John K. Cunningham, is the U.S.
counsel.
AMERICANAS SA: Taps Boston Consulting Amid Asset Sale Talks
-----------------------------------------------------------
Vinícius Andrade of Bloomberg News reports that Brazil's embattled
retailer Americanas SA has hired consulting company Boston
Consulting Group as it seeks to keep operations running amid its
bankruptcy protection process.
BCG will help the company boost its focus on management and
reposition its business, Americanas said in a note.
O Globo newspaper reported on the hiring earlier, saying Americanas
mulls a review in its product mix and the sale of assets.
On February 17, 2023, Americanas held talks with Citi and on
February 15, 2023, it appointed its third CEO in six weeks.
About Americanas SA
Americanas was one of the largest diversified retail chains in
Brazil, with a wide platform of physical stores, robust e-commerce,
fintech, and has just entered into the niche food retail. It is
listed on B3, being indirectly controlled by billionaire Jorge
Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles.
The retailer nosedived in January 2023 after becoming mired in an
accounting scandal. The firm filed for bankruptcy at a court in
Rio de Janeiro on Jan. 19, 2023.
Americanas sought protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25,
2023. White & Case LLP, led by John K. Cunningham, is the U.S.
counsel.
ANACK TRANSPORTATION: Seeks to Tap Pope Firm as Bankruptcy Counsel
------------------------------------------------------------------
Anack Transportation, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to hire The Pope Firm
P.C. as its bankruptcy counsel.
The firm's services include:
a. providing legal advice with respect to the rights, powers
and duties of the Debtor in the management of its property;
b. investigating and, if necessary, instituting legal action
on behalf of the Debtor to collect and recover assets of the
estate;
c. preparing legal papers;
d. assisting the Debtor in the preparation, presentation and
confirmation of its Chapter 11 plan;
e. representing the Debtor as may be necessary to protect its
interests; and
f. other legal services that may be necessary in the general
administration of the Debtor's estate.
The Pope Firm will be paid at these rates:
Charles Pope, Esq. $350 per hour
Paralegals and Law Clerks $150 per hour
The firm received a retainer in the amount of $20,000, plus $1,738
filing fee.
Charles Parks Pope, Esq., at The Pope Firm disclosed in a court
filing that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Charles Parks Pope, Esq.
The Pope Firm, P.C.
404 E Watauga Ave.
P.O. Box 6185
Johnson City, TN 37602
Phone: 423-282-2512
Email: ecf@thepopefirm.com
About Anack Transportation
Anack Transportation, Inc. is a provider of trucking services. The
company is based in Bristol, Tenn.
Anack Transportation filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No.
23-50158) on Feb. 17, 2023, with $500,001 to $1 million in assets
and $1 million to $10 million in liabilities. Steven J. Hafen,
president of Anack Transportation, signed the petition.
Judge Rachel Ralston Mancl presides over the case.
Charles Parks Pope, Esq., at The Pope Firm, P.C. represents the
Debtor as counsel.
ASP NAPA: S&P Alters Outlook to Negative, Affirms 'B' ICR
---------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on ASP
NAPA Intermediate Holdings LLC and revised its outlook to negative
from stable. S&P's issue-level ratings, including its 'B'
issue-level rating on its first-lien term loan with a '3' recovery
rating, are unchanged.
S&P said, "Our negative outlook is based on the risk that the
company's initiatives to improve its profitability and cash flow
may not be sufficient to offset its ongoing operational headwinds.
We expect the company's EBITDA margin to improve by about 200 basis
points in 2023. If this does not occur, we would expect the
company's cash flow to remain negligible or even negative over the
next few years."
The company continues to face industrywide and company-specific
headwinds, but S&P expects profitability and cash flow to improve
in the second half of 2023. These difficulties include elevated
client churn primarily from its American Anesthesiology acquisition
completed in mid-2020, significantly higher clinician compensation
costs, and staffing shortfalls at its clients' facilities that led
to postponement of surgical procedures. In addition, the company
experienced reimbursement pressures, including the 2% Medicare cut
in 2023, and the growth in high-deductible health plans that
resulted in some patients deferring procedures. The company has
also faced integration issues from American Anesthesiology
transaction including billing and collection challenges that have
resulted in increased working capital outflows.
The company has taken several initiatives to address these
challenges, including actively renegotiating and restructuring some
client contracts to ensure a level of gross margin through either
initial or increased variable subsidies which would cover
reimbursement shortfalls and increased compensation costs.
Anesthesia is an essential and necessary service, and it is
difficult for clients to switch providers or to begin employing
their own anesthesiologists without significant disruption. As a
result, S&P believes clients are increasingly willing to pay
subsidies, which is now a key component of ASP NAPA's financial
strategy. However, it will likely take another few quarters before
we see meaningful improvement in the company's financial
performance.
Separately, the company has been engaged in a years-long effort to
transition to a new single revenue cycle management (RCM) platform
from various disparate RCM systems. S&P expects the company will
complete the RCM implementation in the first half of 2023, which
should improve its billing and collection functions and working
capital management.
S&P said, "We expect leverage decline but remain elevated over the
next several years.We forecast adjusted debt to EBITDA leverage of
about 11.5x in 2022 due to the expected decline in EBITDA from
lower volume and higher costs. However, we anticipate adjusted
EBITDA to improve about 50% in 2023 on increased client subsidies
and moderating costs resulting in adjusted debt to EBITDA of 7.4x
in 2023. As the company's EBITDA grows, we expect its financial
sponsor will prioritize shareholder returns over debt reduction,
which should keep leverage elevated above 5x.
"We forecast a sizable cash flow deficit of about $60 million in
2022 but anticipate modest FOCF of about $10 million to $20 million
in 2023.High operating losses due to soft volume and higher
compensation costs as well as a sizable working capital outflow
partly due to delayed billing and collections and the repayment of
CARES-Act related deferred payroll taxes affected cash flow in
2022. We expect continued cash flow deficits into the first half of
2023 that improves in the second half of 2023 on better contractual
terms and the completion of its RCM install which should benefit
working capital management. However, we note that the company does
not have any interest rate hedges in place and higher short-term
interest rates will further constrain cash flow generation, and we
see some risk to our cash flow forecast given the number of
different initiatives related to cash flow improvement.
"We believe the company will have adequate liquidity over the next
12 months.As of Sept. 30, 2022, the company had about $29 million
in cash on hand but had drawn down $25 million on its $80 million
revolving credit facility. However, we believe the company received
funds from Northwell Health in the fourth quarter of 2022 related
to the termination of its contract. We also believe the company
should be able to generate positive FOCF in 2023.
"Our negative outlook is based on the risk that the company's
initiatives to improve its profitability and cash flow may not be
sufficient to offset ongoing operational headwinds. We expect the
company's EBITDA margin to improve by about 200 basis points in
2023, allowing the company to sustain discretionary cash flow to
debt at around 2.5%. If this does not occur, we would expect the
company's cash flow to remain negligible or even negative over the
next few years."
S&P could lower the rating on company if:
-- Client losses are wider than S&P expects, client-provided
subsidies do not adequately compensate for the increase in
operating costs, and/or lower reimbursement rates cause EBITDA
margins to remain 150 to 200 basis points below its base case; and
-- Working capital outflows are wider than S&P expects causing
adjusted discretionary cash flow to debt to remain below 2.5% on a
sustained basis.
S&P could revise its outlook back to stable if it sees a meaningful
improvement in EBITDA margin and cash flow generation such that
adjusted discretionary cash flow to debt is above 2.5% on a
sustained basis. This could occur if:
-- The company is able to gain new clients at attractive rates;
-- It continues to receive client subsidies while maintaining its
cost structure at a reasonable level; and
-- It improves its accounts-receivable collection and working
capital management.
ESG credit indicators: E-2, S-2, G-3
Governance is a moderately negative consideration. S&P's 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 its view of the majority of
rated entities owned by private-equity sponsors. S&P's assessment
also reflects their generally finite holding periods and a focus on
maximizing shareholder returns. Social factors are, on balance,
neutral to our ratings analysis for ASP Napa. Although anesthesia
services are subject to the risk of surprise billing legislation,
ASP NAPA's out-of-network exposure is quite limited, providing some
insulation against this risk.
AYTU BIOPHARMA: Incurs $6.7 Million Net Loss in Second Quarter
--------------------------------------------------------------
Aytu Biopharma, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $6.69 million on $26.28 million of net product revenue for the
three months ended Dec. 31, 2022, compared to a net loss of $11.55
million on $23.12 million of net product revenue for the three
months ended Dec. 31, 2021.
For the nine months ended Dec. 31, 2022, the Company reported a net
loss of $7.39 million on $53.93 million of net product revenue
compared to a net loss of $39.40 million on $45.02 million of net
product revenue for the same period during the prior year.
As of Dec. 31, 2022, the Company had $141.44 million in total
assets, $95.62 million in total liabilities, and $45.82 million in
total stockholders' equity.
Aytu Biopharma said, "As of December 31, 2022, the Company did not
have sufficient working capital to cover its cash needs to fund
planned operations for the twelve months following the filing date
of this Quarterly Report on Form 10-Q, which raises substantial
doubt about the Company's ability to continue as a going concern.
The condensed consolidated financial statements do not include
adjustments that might be necessary if the Company is unable to
continue as a going concern.
"Management plans to continue to mitigate the conditions that raise
substantial doubt about its ability to continue as a going concern,
primarily by focusing on increasing revenue, reducing expenses
associated with research and development, and raising additional
capital through public or private equity, debt offerings, or
monetizing assets in order to meet its obligations. Management
believes that the Company has access to capital resources, however,
the Company cannot provide any assurance that it will be able to
raise additional capital, monetize assets or obtain new financing
on commercially acceptable terms. If the Company is unable to
secure additional capital, it may be required to curtail its
operations or delay the execution of its business plan.
Alternatively, any efforts by the Company to reduce its expenses
may adversely impact its ability to sustain revenue-generating
activities and delay the progress of its developmental product
candidates or otherwise operate its business. As a result, there
can be no assurance that the Company will be successful in
implementing its plans to alleviate this substantial doubt about
its ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001385818/000155837023001645/aytu-20221231x10q.htm
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a
pharmaceutical company commercializing a portfolio of commercial
prescription therapeutics and consumer health products. The
Company's prescription products include Adzenys XR-ODT
(amphetamine) extended-release orally disintegrating tablets and
Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets for the treatment of attention deficit
hyperactivity disorder (ADHD), as well as Karbinal ER
(carbinoxamine maleate), an extended-release antihistamine
suspension indicated to treat numerous allergic conditions, and
Poly-Vi-Flor and Tri-Vi-Flor, two complementary fluoride-based
prescription vitamin product lines available in various
formulations for infants and children with fluoride deficiency.
Aytu's consumer health segment markets a range of over-the-counter
medicines, personal care products, and dietary supplements
addressing a range of common conditions including diabetes,
allergy, hair regrowth, and gastrointestinal conditions.
Aytu Biopharma reported a net loss of $110.17 million for the year
ended June 30, 2022, compared to a net loss of $58.29 million for
the year ended June 30, 2021. As of Sept. 30, 2022, the Company
had $150 million in total assets, $96.09 million in total
liabilities, and $53.91 million in total stockholders' equity.
Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Sept. 27, 2022, citing that the Company's operations have
historically consumed cash and are expected to continue to consume
cash, which raises substantial doubt about the Company's ability to
continue as a going concern.
B&G PROPERTY: Committee Taps Farleigh Wada Witt as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of B&G Property
Investments, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Oregon to hire the law firm of Farleigh Wada Witt.
The committee requires legal counsel to:
a. give advice regarding its rights, powers and duties;
b. analyze the validity and extent of liens and claims of
creditors, and review the potential avoidance or subrogation of
liens and other transfers for the benefit of unsecured creditors;
c. review the Debtor's schedules of assets and liabilities,
statement of financial affairs, monthly financial reports, and
projections;
d. assist the committee in analyzing and responding to
pleadings filed and advise the committee of the effect of such
filings;
e. review the Debtor's plan of reorganization, disclosure
statement and proposed sale, and any response or position regarding
the same;
f. represent the committee at court hearings and in other
proceedings;
g. represent the committee with respect to the administration
of the Debtor's Chapter 11 case; and
h. perform other legal services.
The firm will be paid at these rates:
Attorneys $240 to $525 per hour
Paralegals $185 per hour
Law Clerks $160 per hour
Support Staff $60 per hour
Holly Hayman, Esq., at Farleigh Wada Witt, disclosed in a court
filing that her firm neither represents nor holds an interest
adverse to the interest of the Debtor's estate.
The firm can be reached through:
Holly C. Hayman, Esq.
Farleigh Wada Witt
121 SW Morrison St
Portland, OR 97204
Tel: (503) 228-6044
Email: HHayman@fwwlaw.com
About B&G Property Investments
B&G Property Investments, LLC, a company in Medford, Ore., filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 22-60998) on July 29,
2022, with $10 million to $50 million in both assets and
liabilities. Keith Boyd, manager, signed the petition.
Judge Thomas M. Renn presides over the case.
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP represents the
Debtor as counsel.
The U.S. Trustee for Region 18 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Farleigh Wada Witt.
BANYAN CAY: Seeks Bankruptcy Protection in Florida
--------------------------------------------------
Banyan Cay Mezzanine Borrower LLC filed for chapter 11 protection
in the Southern District of Florida without stating a reason.
According to court filings, Banyan Cay Mezzanine Borrower LLC
estimates between $1 million and $10 million in debt owed to 1 to
49 creditors. The bare-bones petition states that funds will be
available to unsecured creditors.
A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is
slated for March 16, 2023 at 10:00 a.m.
About Banyan Cay Mezzanine Borrower
Banyan Cay Mezzanine Borrower LLC filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-11281) on February 17, 2023. In the petition filed by Kim A.
Pillar, as manager, the Debtor reported assets and liabilities
between $1 million and $10 million each.
The case is overseen by Honorable Bankruptcy Judge Erik P.
Kimball.
The Debtor is represented by:
Joseph A Pack, Esq.
Pack Law, P.A.
2300 Presidential Way
West Palm Beach, FL 33401
BAY AREA COMMERCIAL: April 6 Plan Confirmation Hearing Set
----------------------------------------------------------
Judge Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District of California has entered an order within which
April 6, 2023 at 1:30 p.m., is the hearing on confirmation of the
Chapter 11 Plan filed by Bay Area Commercial Sweeping, Inc.
Judge Johnson further ordered that March 30, 2023 is the deadline
to file timely objections and written ballots accepting or
rejecting the Chapter 11 Plan.
A copy of the order dated February 23, 2023 is available at
https://bit.ly/3ZoKJuK from PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Brent D. Meyer, Esq.
Meyer Law Group, LLP
268 Bush Street #3639
San Francisco, CA 94104
Telephone: (415) 765-1588
Facsimile: (415) 762-5277
Email: brent@meyerllp.com
About Bay Area Commercial Sweeping
Bay Area Commercial Sweeping, Inc. -- https://www.bacsweeping.com/
-- filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-50590) on July 8,
2022, listing $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Timothy Nelson has been appointed as
Subchapter V trustee.
Judge Stephen L. Johnson oversees the case.
Brent D. Meyer, Esq., at Meyer Law Group, LLP, is the Debtor's
counsel.
BESTWALL LLC: Texas Two-Step Bankruptcy Move Faces Setback
----------------------------------------------------------
Jamie Smyth of the Financial Times reports that lawyers have filed
a motion to dismiss the Chapter 11 filing of a unit of Koch
Industries, Bestwall LLC, in a test case that could help determine
the future of controversial bankruptcy schemes deployed by
companies to handle personal injury claims.
The motion to the bankruptcy court in the Western Division of North
Carolina alleges the Chapter 11 filing by Bestwall LLC -- a unit of
Koch's building materials subsidiary Georgia Pacific -- was made in
"bad faith" because the company was not in financial distress.
The motion late on Friday, Feb. 17, 2023, alleges that Georgia
Pacific has distributed $5.38 billion in dividends to Koch
Industries since the bankruptcy petition was filed in 2017,
enriching the Debtor's equity holders while thousands of asbestos
claimants remain uncompensated.
Bestwall, Georgia Pacific and Koch Industries have engaged in a
"years long strategy of delay", which has deprived victims of their
rights to fair resolution in the tort system, it claims.
The motion to dismiss the bankruptcy filing by Bestwall was filed
on behalf of Wilson Buckingham and his wife, Angelika Weiss, who
allege Buckingham contracted mesothelioma, a type of cancer linked
to asbestos, due to exposure to products made by Georgia Pacific.
Georgia Pacific was the first company to use a contentious legal
manoeuvre called the "Texas two-step" to manage billions of dollars
of legal claims from people alleging its products containing
asbestos caused their cancer. The scheme enabled the company to
divide itself into two separate businesses before placing one of
them, Bestwall, which contained all the asbestos claims, into
bankruptcy.
Johnson & Johnson, Trane Technologies and a US unit of France-based
Saint-Gobain took the same path as Georgia Pacific and deployed the
"Texas two-step," which was devised by law firm Jones Day.
The companies argue the mass tort system is broken, poses a grave
financial risk to companies and is no longer an efficient forum to
deliver justice to victims. Settlements can be reached more
equitably and quickly by managing the cases in bankruptcy courts,
they say, rather than in front of juries.
Tort lawyers reject this. They argue that bankruptcy schemes
deployed by solvent corporations are an abuse of bankruptcy courts
and deny wronged people their right to trial by jury. Far from
hastening a settlement, they argue, the bankruptcy process puts the
tort cases on hold, thus removing an incentive for companies to
come to the table to negotiate a settlement.
The motion to dismiss Bestwall's bankruptcy follows a landmark
ruling issued last January 2023 by the Third US Circuit Court of
Appeal, which dismissed the bankruptcy of LTL, a subsidiary of J&J,
on the grounds that it was not in financial distress.
The Bestwall motion cites the J&J ruling, saying it makes clear
that financial distress is the first inquiry made before a company
receives the benefits of bankruptcy. Recent case law in the Fourth
Circuit Court of Appeals also supports this position, it claims.
Carl Tobias, professor of law at University of Richmond, said
different courts around the country were clearly now more receptive
to the plaintiff's arguments in these bankruptcy cases.
"All of that appears to be headed in the same direction to find
that you can't enter bankruptcy to avoid tort claims — and there
is a threshold requirement that a company must be in distress to do
so."
About Bestwall LLC
Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965. The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.
Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.
On Nov. 2, 2017, Bestwall sought Chapter 11 protection (Bankr.
W.D.N.C. Case No. 17-31795) in an effort to equitably and
permanently resolve all its current and future asbestos claims. The
Debtor estimated assets and debt of $500 million to $1 billion. It
has no funded indebtedness.
The Hon. Laura T. Beyer is the case judge.
The Debtor tapped Jones Day as bankruptcy counsel; Robinson,
Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as
special litigation counsel for medicine science issues; King &
Spalding as special counsel for asbestos matters; and Bates White,
LLC, as asbestos consultants. Donlin Recano LLC is the claims and
noticing agent.
On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an
official committee of asbestos claimants in the Debtor's case. The
Committee retained Montgomery McCracken Walker & Rhoads LLP as its
legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD
Thompson Law as local counsel, FTI Consulting, Inc., as financial
advisor.
On Feb. 22, 2018, the court approved the appointment of Sander L.
Esserman as the future claimants' representative in its case. Mr.
Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal
counsel; Hull & Chandler, P.A. as local counsel; Ankura Consulting
Group, LLC as claims evaluation consultant; and FTI Consulting,
Inc., as financial advisor.
BIOSTAGE INC: An Zhang Reports 7% Equity Stake
----------------------------------------------
An Zhang disclosed in a Schedule 13G/A filed with the Securities
and Exchange Commission that as of Dec. 31, 2022, he beneficially
owned 818,919 shares of common stock and 334,460 shares of common
stock issuable upon exercise of warrants of Biostage, Inc.,
representing 7.03 percent of the Shares outstanding.
The percentage was calculated based on 11,643,751 shares of the
Issuer's common stock outstanding as of Nov. 7, 2022, as reported
on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on
Nov. 14, 2022. Pursuant to the terms of the warrants held by the
Reporting Person, the Reporting Person cannot exercise the warrants
to the extent the Reporting Person would beneficially own, after
any such exercise, more than 4.99% of the outstanding shares of
Common Stock, and the percentage gives effect to the Blockers.
Consequently, as of Dec. 31, 2022, the Reporting Person was not
able to exercise any of the warrants due to the Blockers. The
Reporting Person and the Issuer may agree in the future to amend
the Blocker Warrants to modify or eliminate the Blockers.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1563665/000149315223005286/formsc13-ga.htm
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a clinical-stage biotech company that uses cell therapy to
regenerate organs inside the human body to treat cancer, trauma and
birth defects. The Company's technology is based on its
proprietary cell-therapy platform that uses a patient's own stem
cells to regenerate and restore function to damaged organs.
Biostage reported a net loss of $7.98 million for the year ended
Dec. 31, 2021, compared to a net loss of $4.87 million for the year
ended Dec. 31, 2020. As of June 30, 2022, the Company had $5.16
million in total assets, $2.14 million in total liabilities, $4.02
million in series E convertible preferred stock, and a total
stockholders' deficit of $997,000.
Flushing, New York-based Wei, Wei & Co., LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 31, 2022, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit, uses
cash flows in its operations, and will require additional financing
to continue to fund its operations. This raises substantial doubt
about the Company's ability to continue as a going concern.
BLINK CHARGING: Warrant Delisted From Nasdaq
--------------------------------------------
The Nasdaq Stock Market, LLC filed a Form 25 with the Securities
and Exchange Commission with respect to the removal from listing
and/or registration of Blink Charging Co.'s warrant under Section
12(b) of the Securities Exchange Act of 1934.
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID)
f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is
an owner and operator of electric vehicle (EV) charging equipment
and has sold or deployed over 66,000 chargers, many of which are
networked EV charging stations, enabling EV drivers to easily
charge at any of Blink's charging locations worldwide. Blink's
principal line of products and services is its nationwide Blink EV
charging networks and Blink EV charging equipment, also known as
electric vehicle supply equipment ("EVSE"), and other EV related
services, and the products and services of recent acquisitions,
including SemaConnect, EB Charging, Blue Corner and BlueLA.
Blink Charging reported a net loss of $55.12 million for the year
ended Dec. 31, 2021, a net loss of $17.85 million for the year
ended Dec. 31, 2020, a net loss of $9.65 million for the year ended
Dec. 31, 2019, and a net loss of $3.42 million for the year ended
Dec. 31, 2018. As of Sept. 30, 2022, the Company had $360.92
million in total assets, $91.43 million in total liabilities, and
$269.49 million in total stockholders' equity.
BRENT JARRETT DDS: Taps F. Kenneth Tomek as Accountant
------------------------------------------------------
Brent Jarrett, D.D.S., P.A. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ F. Kenneth
Tomek, CPA as accountant.
The firm's services include:
a. preparing and filing tax returns;
b. preparing or reviewing monthly operating reports;
c. assisting the Debtor in the preparation of any work
appropriate to its Chapter 11 proceeding;
d. analyzing the cash flows and profitability of the Debtor's
business;
e. preparing or reviewing the financial budgets, projections,
project cost and profitability estimates;
f. assist with tax compliance filings and matters; and
g. reviewing and analyzing the reporting of cash collateral and
any debtor-in-possession financing arrangements and budgets.
The firm will be paid at the rate of $200 per hour.
Francis Kenneth Tomek, CPA, a partner at F. Kenneth Tomek,
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:
Francis Kenneth Tomek, CPA
F. Kenneth Tomek, CPA
10100 West Sample Road Suite 300
Coral Springs, FL 33065
Tel: (954) 340-8880
Email: fktcpa@icloud.com
About Brent Jarrett, D.D.S.
Brent Jarrett, D.D.S., P.A. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 22-17329) on Sept. 20, 2022, with up to
$1 million in both assets and liabilities. Judge Scott M. Grossman
oversees the case.
The Debtor tapped Alan R. Crane, Esq., at Furr Cohen, P.A. as legal
counsel and F. Kenneth Tomek, CPA as accountant.
BRYANT HARDWOOD: Seeks to Hire J.M. Cook as Bankruptcy Counsel
--------------------------------------------------------------
Bryant Hardwood Floors, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to hire
J.M. Cook, PA as its legal counsel.
The firm's services include:
(a) preparing legal papers;
(b) assisting the Debtor in evaluating the legal basis for,
and effect of, the various pleadings that will be filed in the
Chapter 11 case by the Debtor and other parties in interest;
(c) performing all necessary legal services in connection with
the Debtor's reorganization;
(d) assisting the Debtor in preparing the monthly operating
reports, and evaluating and negotiating a plan of reorganization;
(e) commencing and prosecuting necessary and appropriate
actions or proceedings on behalf of the Debtor; and
(f) other necessary legal services.
The hourly rates of the firm's counsel and staff are as follows:
Attorney $300
Paralegal $75
Prior to the petition date, the Debtor paid the firm a retainer in
the amount of $10,000.
J.M. Cook, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
J.M. Cook, Esq.
J.M. Cook, PA
5886 Faringdon Place, Suite 100
Raleigh, NC 27609
Telephone: (919) 675-2411
Facsimile: (919) 882-1719
Email: J.M.Cook@jmcookesq.com
About Bryant Hardwood Floors
Bryant Hardwood Floors, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
23-00341) on Feb. 7, 2023, with $100,001 to $500,000 in assets and
$50,001 to $100,000 in liabilities.
J.M. Cook, Esq., at J.M. Cook, P.A. serves as the Debtor's legal
counsel.
BSPV-PLANO LLC: Unsecureds Have Option to Take 33% Payout
---------------------------------------------------------
BSPV-Plano, LLC, submitted an Amended Plan of Reorganization
pursuant to the provisions of Section 1121 of the Bankruptcy Code,
dated Feb. 11, 2023.
Under the Plan, Class 10 Unsecured Claims are impaired.
In full and final release, payment, and discharge of each Unsecured
Claim, the Reorganized Debtor shall pay each Unsecured Claim, to
the extent Allowed, in full, through 12 equal, successive quarterly
payments, each payable no later than 10 Business Days following the
end of each such calendar quarter, with the first such calendar
quarter ending on June 30, 2023.
As an alternative, each holder of an Unsecured Claim may elect
optional treatment. Each Class 10 Ballot shall be marked with this
election which, if the holder of such Claim elects this optional
treatment, must affirmatively mark the Ballot as such; otherwise,
the Claim shall be treated under the default treatment. Under the
optional treatment, the Reorganized Debtor shall pay each Unsecured
Claim, to the extent Allowed, in cash, 33% of the Allowed amount
thereof no later than 10 Business Days after the Effective Date or
after such Claim becomes Allowed, whichever is later.
The Plan shall be funded through the following sources: (i) cash on
hand as of the Effective Date, including all receivables; (ii)
future operations and recoveries of the Reorganized Debtor; (iii)
the Equity Contribution; and (iv) the Bond Reserves.
Attorneys for the Debtor:
Jay H. Ong, Esq.
Davor Rukavina, Esq.
Thomas D. Berghman, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
3800 Ross Tower, 500 N. Akard Street
Dallas, TX 75201-6659
Telephone: (214) 855-7500
Facsimile: (214) 855-7584
A copy of the Amended Plan of Reorganization dated Feb. 11, 2023,
is available at https://bit.ly/3KdcH8o from PacerMonitor.com.
About BSPV-Plano
BSPV-Plano, LLC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Tex. Case No. 22-40276) on March 1,
2022. In the petition signed by Richard Shaw, manager, the Debtor
disclosed up to $100 million in both assets and liabilities.
At the time of filing, BSPV-Plano, LLC was developing a 31.5-acre,
"55+" Independent Senior Luxury Apartment Community with 318 units
of apartment inventory, that is known and branded as "The
Bridgemoor at Plano," and located at 1109 Park Vista Road in Plano,
Texas.
Thomas D. Berghman, Esq., at Munsch Hardt Kopf and Harr, PC, is the
Debtor's counsel.
BUFFALO STATION: Cash Collateral Access OK'd on Final Basis
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized David Wallace, the Chapter 11 trustee of
Buffalo Station, LLC and its debtor-affiliates, to use cash
collateral on a final basis in accordance with the trustee's
agreement with Revere Tactical Opportunities REIT, LLC,
successor-in-interest to Revere Tactical Opportunities TRS, LLC.
The Trustee requires the use of cash collateral to operate the
Estates' businesses.
The Debtors were indebted to Revere Tactical Opportunities REIT,
LLC, successor-in-interest to Revere Tactical Opportunities TRS,
LLC, under prepetition credit facilities.
The Prepetition Facility Obligations are legal, valid, binding,
first priority, fully perfected, and non-avoidable obligations in
the estimated, aggregate liquidated amount of not less than $23.215
million as of the Petition Date.
As adequate protection for the use of cash collateral, the Lender
is granted:
(a) automatic perfected Replacement Liens on all Rental
Proceeds, accounts, and receivables related to the use or occupancy
of the Real Property; and
(b) Superpriority Claims under sections 361(2), 363(c)(2),
503(b)(1), 507(a)(2), and 507(b) of the Bankruptcy Code.
The Replacement Liens will not attach to any Chapter 5 causes of
action under the Bankruptcy Code. The Replacement Liens and the
Superpriority Claims are granted solely to the extent that the
Trustee's or Estate's use of cash collateral results in a
diminution in value of the Prepetition Facility Collateral securing
the Prepetition Facility Obligations.
As additional partial adequate protection, the Trustee will each
make monthly payments to the Lender in the amount of at least
$146,640 to be allocated equally among the Debtors' estates. The
first Payment will be due and payable on or before March 1, 2023,
and each subsequent Payment will be due and payable on the first
day of every month thereafter.
As additional partial adequate protection, the Trustee will
maintain adequate insurance coverage on the Prepetition Facility
Collateral and the Collateral.
The Replacement Liens are valid, perfected, enforceable and
effective as of the entry of the Interim Order without the need for
any further action by the Trustee or the Lender, or the necessity
of execution or filing of any instruments or agreements.
The Trustee's right to use cash collateral will expire and the
Trustee will immediately cease using cash collateral upon the
earlier of:
(i) the occurrence of Event of Default under the Prepetition
Facility Documents that occurs after January 3, 2023, provided
however that non-payment of sums due and owing under the
Prepetition Facility Documents, any default related to the
insolvency or financial condition of the Debtors, the commencement
of a case under the Bankruptcy Code, or any Event of Default based
on the actions of parties other than the Trustee or agents,
attorneys, professionals, representatives, and employees of the
Trustee;
(ii) the Trustee violates any term of the Final Order;
(iii) closing of the sale, transfer, or other disposition by
the Trustee of any Prepetition Facility Collateral, outside the
ordinary course of business, including, but not limited to, a sale
or sales of substantially all of the Estates' assets, subject to
the payment of any remaining expenses pertaining to the applicable
Debtors in accordance with the Budget or as are otherwise provided
in the Final Order;
(iv) August 1, 2023, unless extended by the Lender;
(v) the entry of an order by the Bankruptcy Court:
(a) converting any of the Debtors' Bankruptcy Cases to a
case under chapter 7 of the Bankruptcy Code;
(b) dismissing any of the Debtors' Bankruptcy Cases;
(c) reversing, vacating, or otherwise amending,
supplementing, or modifying this Final Order absent the Lender's
written consent;
(d) terminating or modifying the automatic stay for any
creditor, other than the Lender, asserting a lien on the
Prepetition Facility Collateral; or,
(e) invalidating, subordinating, or otherwise sustaining
any Challenge to the Prepetition Facility Liens, the Replacement
Liens, or the Superpriority Claims granted to the Lender
thereunder.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3Z4z5FH from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$34,780 for January 2023;
$162,345 for February 2023; and
$34,837 for March 2023.
About Buffalo Station
Buffalo Station, LLC -- https://buffalostationapts.com/ -- doing
business as Winchester, is primarily engaged in renting and leasing
real estate properties. The company is based in Burleson, Texas.
Buffalo Station and four affiliates filed petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case
No. 22-42943) on Dec. 5, 2022. The affiliates are Premier 82, LLC,
Remington Station, LLC, Ventura Heights, LLC, and Windsor at 82nd
for Pinewood, LLC.
In the petition filed by its managing member, Bo Fontana, Buffalo
Station reported $1 million to $10 million in both assets and
liabilities.
Judge Edward L. Morris oversees the cases.
The Debtors are represented by Joyce W. Lindauer Attorney, PLLC.
David Wallace, the Chapter 11 trustee appointed in the Debtors'
cases, is represented by Ross, Smith & Binford, PC.
CABLE ONE: Moody's Rates Extended Sr. Secured Loans 'Ba2'
---------------------------------------------------------
Moody's Investors Service assigns Ba2 ratings to Cable One, Inc.'s
amended and extended Senior Secured Revolving Credit Facility
(RCF), Senior Secured Term Loan B-2 (TLB-2) and Senior Secured Term
Loan B-3 (TLB-3). The Senior Secured Revolving Credit Facility will
be upsized to $1 billion (from $500 million), and the maturity will
be extended to 2028 (from 2025). The TLB-3 will be upsized by $150
million, and the maturities of both the TLB-3 and TLB-2 will be
extended to 2029 (from 2027). All outstanding obligations under the
existing Senior Secured Term Loan A-2 will be fully repaid with
proceeds drawn from the RCF and the proceeds from upsizing of the
TLB-3. The Ba2 rating on the Term Loan A-2 has been withdrawn and
the Ba2 ratings on the existing revolving credit facility, Term
Loan B-2, and Term Loan B-3 will be withdrawn at transaction close.
Cable One's Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating, and all existing instrument ratings are unaffected
by the proposed transaction. The outlook remains stable.
Assignments:
Issuer: Cable One, Inc.
Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD3)
Senior Secured First Lien Term Loan B2, Assigned Ba2 (LGD3)
Senior Secured First Lien Term Loan B3, Assigned Ba2 (LGD3)
Moody's views the transaction as credit positive. Moody's expects
the transaction to be essentially leverage neutral (net of
repayment) and will not materially change the credit profile or the
proportional mix of secured and unsecured debt, or the resultant
creditor claim priorities in the capital structure. While Moody's
expects interest costs to be slightly higher on the amended
facilities, the maturities will be extended in exchange. The terms
and conditions of the amended and extended senior secured credit
facility, specifically the RCF and Term Loan B, are materially
unchanged from the previous agreement except for minor, generally
favorable modifications to certain covenants which loosens the
maintenance of the maximum first lien net leverage ratio (to 4.25x,
from 4.00x) and maximum total net leverage permitted to make
restricted payments (to 3.75x, from 3.5x), while increasing certain
carve-out baskets for incremental debt, debt incurrence and
restricted payments.
RATINGS RATIONALE
Cable One, Inc.'s ("Cable One" or "the Company") Ba3 Corporate
Family Rating (CFR) reflects a diversified footprint, superior
network speeds, a favorable competitive environment, and a very
profitable business model that produces EBITDA margins in the low
to mid 50% range.
Constraining the Company's revenue growth is declining video (and
voice) services which exhibit low penetration, and high loss rates.
The service offering is subject to intense competition and is being
harvested for cash and profits. There is also moderate governance
risk, with a tolerance for leverage at 4.0x-4.5x (management's
calculation) for M&A, and dividends.
The Company has very good liquidity, supported by positive
operating cash flow, a large revolving credit facility, and good
covenant cushion. The credit profile also benefits from a favorable
maturity profile with no maturities until 2026 (the 0% convertible
notes, pro forma for the pending transaction).
Moody's rates the senior secured credit facilities Ba2 (LGD3), one
notch above the Ba3 corporate family rating (CFR). Secured lenders
benefit from junior capital provided by senior unsecured notes
rated B2 (LGD5) and the unrated senior unsecured convertible notes,
ranked pari-passu. The B2 rating on the unsecured notes reflects
structural subordination to the secured debt. The instrument
ratings reflect the probability of default of the company, as
reflected in the Ba3-PD Probability of Default Rating, and an
average expected family recovery rate of 50% at default given mixed
capital structure with multiple claim priorities.
The Company's ESG Credit Impact Score is CIS-3, moderately
negative. The CIS score primarily reflects Moody's view that
governance risk is moderately negative, driven by financial
strategy and risk management policies, in particular debt-financed
M&A, which periodically causes elevated leverage. Social and
environmental risks are neutral-to-low, having little effect
(positive or negative) on the CIS score.
The stable outlook reflects Moody's expectation for revenue of
about $1.7 billion by 2024. Moody's expects EBITDA margins to be
low to mid 50%, producing EBITDA of at least $900 million. Net of
capex (low to mid 20% of revenue) and interest (3.5%-4.5% weighted
average borrowing cost), Moody's projects free cash flow of at
least $300 million with free cash flow to debt of at least
mid-single digit percent. Moody's expect leverage to range between
3.5x to 4.5x, and liquidity to remain very good.
Note: all figures above are Moody's projected adjusted over the
next 12-18 months unless otherwise noted.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider an upgrade if:
Gross debt / EBITDA (Moody's adjusted) is expected to be sustained
comfortably below 3.5x with a commitment by management to sustain
metrics at this level
Free cash flow to gross debt (Moody's adjusted) is expected to be
sustained above 10%
A positive rating action could be considered if financial policy
was more conservative, the scale of the Company was larger, or
there was more diversity in the business model without negative
implications on profitability.
Moody's could consider a downgrade if:
Gross debt / EBITDA (Moody's adjusted) is expected to be sustained
above 4.5x, or
Free cash flow to gross debt (Moody's adjusted) is expected to be
sustained below 5%
A negative rating action could also be considered if liquidity
deteriorated, financial policy turned more aggressive, or there was
a material and unfavorable change in the scale, diversity or
operating performance.
Headquartered in Phoenix, AZ, Cable One, Inc. is a fully integrated
provider of data, video and voice services to residential and
business customers in 24 Western, Midwestern and Southern U.S.
states. As of December 31, 2022, Cable One provided service to
approximately 1.1 million residential and business customers,
including approximately 1.1 million data subscribers, 182 thousand
video, and 132 thousand voice. Revenue was approximately $1.7
billion in 2022.
The principal methodology used in these ratings was Pay TV
published in October 2021.
CANNABAMA LLC: Seeks to Hire Jason Lybrand as Accountant
--------------------------------------------------------
Cannabama, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Alabama to employ Jason Lybrand, an
accountant practicing in Hoover, Ala.
The Debtor requires an accountant to prepare federal and state
income tax returns, financial records of the business, and profit
and loss worksheets; balance the books; and provide other
accounting services.
Mr. Lybrand will be paid at the rate of $150 per hour and will be
reimbursed for out-of-pocket expenses incurred.
As disclosed in court filings, Mr. Lybrand is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jason Lybrand
2 Chase Corporate Drive
Hoover, AL 35244
Tel: (205) 402-4245
About Cannabama LLC
CannaBama, LLC sought protection for relief under Chapter11 of the
Bankruptcy Code (Bankr. S.D. Ala. Case No. 22-12479) on Dec. 5,
2022, with up to $50,000 in assets and $100,001 to $500,000 in
liabilities. Judge Henry A. Callaway oversees the case.
The Debtor tapped Barry A. Friedman, Esq., an attorney at Barry A.
Friedman & Associates, PC and Jason Lybrand, an accountant
practicing in Hoover, Ala.
CC HILLCREST: Court Confirms Sale Plan
--------------------------------------
The Bankruptcy Court has entered an order confirming CC Hillcrest,
LLC's First Amended Plan of Reorganization, as modified.
The Court finds that the Plan complies with Section 1129 of the
Bankruptcy Code.
Should a sale of the Debtor's property not close within 15 days
from entry of the Confirmation Order, then the Order shall be void
unless the Debtor seeks an extension of this 15-day period.
As reported in the TCR, Judge Scott W. Everett earlier approved CC
Hillcrest, LLC's sale of the real property located in Dallas
County, Texas, and more commonly known as 2019 Hillcrest Street,
Mesquite, TX 75149, to Granite Redevelopment Properties, LP, or its
authorized assigns for $21.35 million, cash. The Property is a
352-unit apartment complex known as the "Hillcrest Apartments."
Under the Chapter 11 Plan filed by the Debtor, in the event of a
sale, the Debtor will pay all non-insider allowed claims in full
from the sale proceeds at that time. Under the Plan, Class 6
Allowed Unsecured Claims Other than Insider and Tenant Claims will
be paid in full on the earlier of 30 days following the closing of
a sale of the Property or the effective date of the pLan, with
interest accruing from the Effective Date at the rate of 1% per
annum.
A copy of the Second Amended Disclosure Statement dated Dec. 21,
2022, is available at https://bit.ly/3jumGuA from
PacerMonitor.com.
Attorney for the Texas Department of Housing and Community
Affairs:
Layla D. Milligan
Office of the Attorney General of Texas
Bankruptcy & Collections Division
P. O. Box 12548
Austin, TX 78711-2548
Telephone: (512) 463-2173
Facsimile: (512) 936-1409
E-mail: layla.milligan@oag.texas.gov
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
E-mail: joyce@joycelindauer.com
About CC Hillcrest
CC Hillcrest, LLC operates an apartment complex in Mesquite,
Texas.
CC Hillcrest sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 22-31362) on July 29,
2022. In the petition signed by its manager, Jared Remington, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Scott W. Everett oversees the case.
Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel.
CHASE CUSTOM HOMES: Ends in Filing Chapter 11 Bankruptcy Protection
-------------------------------------------------------------------
Chase Custom Homes & Finance Inc. filed for chapter 11 protection
in the Middle District of Florida.
The Debtor purchases real estate and designs, develops, and builds
homes and
subdivision communities throughout southern and central Maine, with
a focus on the Westbrook, Windham, Gorham, and the greater Portland
area.
The Debtor filed motions to pay critical vendors, grant adequate
assurance to utilities, and use cash collateral.
According to court filings, Chase Custom Homes estimates between
$10 million and $50 million in debt owed to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is
slated for March 15, 2023 at 1:30 p.m.
About Chase Custom Homes & Finance
Chase Custom Homes & Finance Inc. -- https://cchfi.com --
specializes in new home construction, home renovations & remodeling
in Portland, ME.
Chase Custom Homes & Finance filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No.
23-20032) on Feb. 16, 2023. In the petition filed by Terina Chase
as authorized party, the Debtor reported assets and liabilities
between $10 million and $50 million each.
The Debtor tapped Bernstein Shur Sawyer & Nelson as counsel, and
Purdy, Powers & Company, P.A., as accountant.
CHICAGO SOUTH: Case Summary & Five Unsecured Creditors
------------------------------------------------------
Debtor: Chicago South Loop Hotel Owner, LLC
11W26th St
Chicago, IL 60616
Business Description: The Debtor operates public hotels and
motels.
Chapter 11 Petition Date: February 27, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 23-02595
Judge: Hon. Lashonda A. Hunt
Debtor's Counsel: Penelope N. Bach, Esq.
BACH LAW OFFICES, INC.
P.O. Box 1285
Northbrook, IL 60065
Tel: (847) 564-0808
Fax: (847) 564-0985
Email: pnbach@bachoffices.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Todd Hansen as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/E55NJVQ/Chicago_South_Loop_Hotel_Owner__ilnbke-23-02595__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Five Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. AT&T $2,669
Attn: Bankruptcy
PO Box 769
Arlington, TX 76004
2. ComEd $87,357
Customer
Correspondence Group
PO Box 87522
Chicago, IL 60680
3. ComEd $178
Customer
Correspondence Group
PO Box 87522
Chicago, IL 60680
4. Peoples Gas $1,268
C/O Bankruptcy Department
130 E. Randolph Dr
Chicago, IL 60602
5. SBC Waste $4,805
Solutions, Inc.
PO Box 7410422
Chicago, IL
60674-0422
CINEMARK USA: Moody's Raises CFR to B2 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Cinemark USA, Inc.'s Corporate
Family Rating to B2 from B3, Probability of Default Rating to B2-PD
from B3-PD, senior secured debt ratings to Ba2 from Ba3, and senior
unsecured notes to B3 from Caa1. The Speculative Grade Liquidity
rating remains unchanged at SGL-2. The outlook was revised to
stable from positive.
Following is a summary of the rating action:
Upgrades:
Issuer: Cinemark USA, Inc.
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
$100.0 Million Gtd Senior Secured Revolving Credit Facility due
2024, Upgraded to Ba2 (LGD2) from Ba3 (LGD2)
$626.5 Million (Outstanding) Gtd Senior Secured Term Loan B due
2025, Upgraded to Ba2 (LGD2) from Ba3 (LGD2)
$250 Million 8.750% Senior Secured Notes due 2025, Upgraded to Ba2
(LGD2) from Ba3 (LGD2)
$405 Million 5.875% Senior Unsecured Notes due 2026, Upgraded to
B3 (LGD4) from Caa1 (LGD4)
$765 Million 5.250% Senior Unsecured Notes due 2028, Upgraded to
B3 (LGD4) from Caa1 (LGD4)
Outlook Actions:
Issuer: Cinemark USA, Inc.
Outlook, Changed To Stable From Positive
Cinemark USA is a wholly-owned subsidiary of the parent entity,
Cinemark Holdings, Inc. ("Cinemark" or the "company"), which is the
financial reporting entity and guarantor of Cinemark USA's bank
credit facilities.
RATINGS RATIONALE
The ratings upgrade reflects Moody's expectation that Cinemark will
increase EBITDA, demonstrate improved credit protection measures
and generate $100 - $120 million of free cash flow (FCF) in 2023
(assuming no dividend payments). The upgrade also recognizes the
company's sensible debt capital structure and financial policies
given that new theatrical release volumes and North American box
office receipts are expected to remain below the cinema industry's
pre-pandemic peak. Despite this, Cinemark will continue to
experience favorable operating performance amid growing attendance
levels at the global box office driven by a robust movie slate in
2023 with more than 25 big franchise and blockbuster films
scheduled to debut.
Cinemark USA's B2 CFR is supported by the parent's, Cinemark's,
position as the third largest movie exhibitor in the US and
meaningful presence in Latin America. Cinemark's credit profile
reflects the improving operating and financial performance, which
suffered from pandemic-induced revenue and operating losses in 2020
and 2021 when theatres were closed or not fully operational, and
delayed recovery when they reopened. Moody's expects continued
profit improvement, positive FCF and good liquidity driven by a
strong theatrical release schedule this year, growing moviegoer
attendance, increasing new release volumes, and the expectation
that most of the big studios will adhere to the 45-day theatrical
window for major film releases. Nevertheless, there is some
uncertainty surrounding Disney's adherence to the window for a few
of its movies as well as inflationary concerns and recessionary
pressures that could dampen moviegoer demand over the coming
quarters.
The ratings also consider Cinemark's high financial leverage,
currently around 6x total debt to EBITDA, which Moody's expects to
decrease to the 4.5x-5x range over the rating horizon (all metrics
calculated and adjusted by Moody's). The cinema industry's
structural challenges are similarly captured in the profile,
including: (i) excess screen capacity in North America, which will
eventually require further reduction; (ii) comparatively lower
moviegoer demand as studios simultaneously release some films
online via SVOD/PVOD or potentially release them downstream in a
shortened theatrical window; (iii) lower theatrical release volumes
relative to historical levels due to production bottlenecks; (iv)
reduced show times compared to pre-pandemic periods; and (v) the
impact from some cost-conscious consumers reducing their
out-of-home entertainment and number of trips to the cinema amid
affordable subscription-based VOD movie viewing in an economic
environment with high inflation.
The stable outlook reflects Moody's view that Cinemark will
continue to experience good moviegoer demand, higher average ticket
prices per patron and a greater proportion of higher margin
concessions revenue, which will support organic revenue growth and
expanding EBITDA margins over the course of the year. Moody's
expects Cinemark will continue to effectively manage operating
expenses to improve profitability. However, owing to the measured
cyclical recovery of the box office that is expected to be 20%-25%
below its historical peak as well as concerns that the weakening
global economy could moderate attendance growth, the company's
financial leverage will remain high. While the outlook considers
the impact of higher inflation and potential recessionary
pressures, which could slow margin expansion and moderate revenue
growth amid rising operating expenses and a pullback in consumer
spending, the average cost for a movie ticket remains a relatively
inexpensive form of out-of-home entertainment.
Cinemark USA's SGL-2 rating reflects good liquidity over the next
12-18 months supported by solid cash balances (cash at the parent
totaled $674.5 million at December 31, 2022) and positive FCF
generation. Assuming Cinemark refrains from paying dividends,
Moody's projects FCF will increase to the $100 - $120 million range
in 2023 compared to approximately $11 million in fiscal 2022 (FCF
as calculated and adjusted by Moody's). Though Moody's forecasts
Cinemark's EBITDA will grow this year, it will remain below
pre-pandemic levels. Interest expense will continue to be higher
than prior to the health crisis due to the leveraged balance sheet,
however Moody's expects near-term borrowing costs will stay
relatively flat arising from interest rate swaps and a fixed rate
debt capital structure. Liquidity is further supported by an
undrawn $100 million revolving credit facility (RCF) maturing
November 2024.
ESG CONSIDERATIONS
Cinemark's ESG Credit Impact Score is highly negative (CIS-4),
reflecting the company's neutral-to-low exposure to environmental
risks and highly-negative exposures to demographic and societal
trends, as well as governance risks.
Environmental risks are neutral-to-low (E-2) across all categories.
The nature of Cinemark's media activities, with limited exposure to
physical climate risk and very low emissions of pollutants and
carbon, results in low environmental risk.
Cinemark's credit exposure to social considerations is highly
negative (S-4) driven principally by demographic and societal
trends. This risk is associated with lower moviegoer attendance
compared to pre-pandemic levels as an increasing number of new
first-run films are now distributed via SVOD and AVOD streaming
platforms by the major movie studios within a shortened theatrical
window at competitive pricing to the consumer. Though moviegoing
demand has accelerated owing to a more consistent cadence of new
films with broad consumer appeal since the pandemic abated, Moody's
expects annual North American box office receipts and new
theatrical release volumes will remain below the industry's peak in
2019 and 2018. There is limited exposure to customer relations,
human capital, health & safety and responsible production risks.
Credit exposure to governance risks is highly negative (G-4) due to
Cinemark's high financial leverage (albeit declining), offset by
positive free cash flow generation and good liquidity. Additional
mitigants include neutral-to-low exposure to organizational
structure, compliance & reporting and board structure risks.
Cinemark maintains an independent board and separation of roles for
the CEO and board chair. Management has a good track record of
reducing operating costs and enhancing liquidity during the health
crisis and quickly improving credit metrics following easing of
pandemic restrictions relative to its cinema peers.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Cinemark experiences positive growth
in box office attendance, stable-to-improving market share,
positive and expanding EBITDA with margins approaching pre-pandemic
levels and enhanced liquidity; and exhibits prudent financial
policies that translate into an improved credit profile. An upgrade
would also be considered if financial leverage as measured by total
debt to EBITDA approaches the 4x area (Moody's adjusted) and
positive free cash flow as a percentage of total debt exceeds 5%
(Moody's adjusted).
Ratings could be downgraded if there was: (i) an exhaustion of the
company's liquidity or an inability to access additional sources of
liquidity to cover cash outlays; (ii) poor execution on reducing or
managing operating expenses; or (iii) limited prospects for
operating performance recovery in 2023. A downgrade could also be
considered if Moody's expects total debt to EBITDA will remain
above 6.5x (Moody's adjusted) or free cash flow to total debt
decreases to the 2% area or lower on a sustained basis.
Headquartered in Plano, Texas, Cinemark USA, Inc. is a wholly-owned
subsidiary of Cinemark Holdings, Inc., a leading movie exhibitor
that operates 518 theatres and 5,847 screens worldwide with 318
theatres and 4,399 screens in the US across 42 states and 200
theatres and 1,448 screens across 15 countries in Latin America.
Revenue totaled approximately $2.45 billion for the twelve months
ended December 31, 2022.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
CLEANSPARK INC: Buys 20,000 Bitcoin Mining Machines for $43.6M
--------------------------------------------------------------
CleanSpark Inc. announced a purchase of 20,000 brand new Antminer
S19j Pro+ (plus) units, a newly released model of the latest
generation of bitcoin mining machines, for $43.6 million. After
coupons, the Company expects to pay $32.3 million, for a discount
of 25% or a total price per terrahash of approximately $13.25.
The Pro+ is more power-efficient and 22 percent more productive
than the popular Antminer S19j Pro model and will be shipped in
batches, with deliveries starting as early as next month.
All batches are expected to be delivered by the manufacturer to the
Company's mining campuses by the end of May. After they are fully
operational, they are expected to add 2.44 EH/s to CleanSpark's
existing 6.6 EH/s of bitcoin mining computing power (for a total of
9 EH/s), constituting a 37% increase.
CleanSpark plans to deploy the fleet of new machines at its
wholly-owned bitcoin mining locations in the USA with 15,000 of
them planned for its Washington, Georgia, facility which it
acquired in August and is undergoing a planned 50 MW expansion.
Depending on the state of development of the site and the pace of
order fulfillment by the manufacturer, the Company may redirect a
portion of the 15,000 units to one of its other facilities.
"Building and owning our own mining campuses at multiple locations
provides us with a level of agility and reliability that cannot be
achieved otherwise," said Zach Bradford, CEO of CleanSpark. "As
machines are delivered to us we will have rackspace waiting for
them at one of our sites. This is the advantage of proprietary
mining or the 'prop mining' model. We exercise tremendous control
over our infrastructure and, therefore, our ability to be highly
efficient in the way we allocate our resources."
The Antminer S19j Pro+ and other models in the same ASIC-generation
as the higher-priced S19 XP, continue to be more attractive to the
Company in the current market conditions than the XP because of
their better return on investment. Furthermore, the S19j Pro+
delivers 122 terahash per machine and saves an average of 2 joules
of energy per terahash compared to the S19j Pro model of the same
generation.
CleanSpark mines predominantly with low-carbon energy sources and
continues to follow a capital management strategy of selling a
major portion of its mined bitcoins to reinvest in growth. This
strategy, coupled with the Company's proprietary mining model, has
allowed CleanSpark to outgrow the bitcoin network more than any
other publicly traded bitcoin mining company in the year ending
January 2023.
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.
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 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.
CUENTAS INC: Yarel + Partners Replaces Halperin as Auditor
----------------------------------------------------------
Cuentas Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the Company's Audit Committee approved the
dismissal of Halperin CPA as the Company's independent registered
public accounting firm. The Company said the decision to dismiss
Halperin was in no way due to a lack of confidence or quality of
work by Halperin but due to the partner rotation requirement under
Section 203 of the Sarbanes-Oxley Act.
The audit reports of HALPERIN on the consolidated financial
statements of the Company for each of the two most recent fiscal
years ended Dec. 31, 2020 and Dec. 31, 2021 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles.
During the Company's most recent fiscal year ended Dec. 31, 2021
and during the subsequent interim period from Jan. 1, 2022 through
Feb. 15, 2023, (i) there were no disagreements with Halperin on any
matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures that, if not resolved to
Halperin's satisfaction, would have caused Halperin to make
reference to the subject matter of the disagreement in connection
with its reports and (ii) there were no "reportable events" as
defined in Item 304(a)(1)(v) of Regulation S-K
On Feb. 15, 2023, the Company appointed Yarel + Partners, CPA as
its new independent registered public accounting firm to audit the
Company's financial statements as of and for the year ended Dec.
31, 2022.
During the Company's fiscal years ended Dec. 31, 2021 and 2022 and
the subsequent interim period through Feb. 15, 2023, neither the
Company nor anyone on its behalf has consulted with Yarel regarding
(i) the application of accounting principles to a specific
transaction, either completed or proposed or (ii) the type of audit
opinion that might be rendered on the Company's financial
statements and, neither a written report nor oral advice was
provided to the Company that Yarel concluded was an important
factor considered by the Company in reaching a decision as to
accounting, auditing or financial reporting issues, or (iii) any
matter that was the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions), or
(iv) any "reportable event" (as described in Item 304(a)(1)(v) of
Regulation S-K).
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- currently focuses on the business of
using proprietary fintech technology to provide e-banking and
e-commerce services for delivering mobile banking, prepaid debit
and digital content services to the unbanked, underbanked and
underserved Latino, Hispanic and immigrant communities. The
Company's proprietary software platform enables Cuentas to offer
comprehensive financial services and robust functionality that is
absent from other Mobile Apps through the use of its Prepaid Debit
Mastercard/General-Purpose Reloadable cards.
Cuentas reported a net loss attributable to the company of $10.73
million for the year ended Dec. 31, 2021, a net loss attributable
to the company of $8.10 million for the year ended Dec. 31, 2020, a
net loss attributable to the company of $1.32 million for the year
ended Dec. 31, 2019, and a net loss of $3.56 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $7.41
million in total assets, $2.81 million in total liabilities, and
$4.60 million in total stockholders' equity.
DCL HOLDINGS: $55MM DIP Loan from Wells Fargo Wins Final OK
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
DCL Corporation (USA) LLC and affiliates to use cash collateral and
obtain postpetition financing on a final basis.
The Debtors secured a revolving credit and letter of credit
facility of up to $55 million in accordance with the terms and
conditions set forth in the Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement, dated December 22, 2022 by
and among the Borrowers, the Guarantors, Wells Fargo Bank, National
Association, as Administrative Agent and Collateral Agent, and the
lenders party thereto.
The DIP Obligations, accrued or otherwise, will be due and payable
in full on the earliest to occur of:
(i) March 31, 2023;
(ii) 30 days after the entry of the Interim Order if the Final
Order has not been entered prior to the expiration of such 30 day
period;
(iii) 10 days after the entry of the Initial CCAA Order if the
Amended Initial CCAA Order has not been entered prior to the
expiration of such 10 day period;
(iv) the date of the substantial consummation of a plan of
reorganization filed in the Chapter 11 Cases that is confirmed
pursuant to an order entered by the Court;
(v) the date of implementation of a plan of compromise or
arrangement filed in the CCAA Case that is sanctioned and approved
pursuant to an order issued by the Canadian Bankruptcy Court;
(vi) the date of the sale of all or a substantial part of the
business of the Loan Partiesor all or substantially all of the
assets of the Loan Parties;
(vii) the date the Loan Parties' file a motion seeking to
convert any or all of the Chapter 11 Cases to a case under chapter
7 of the Bankruptcy Code, or seek to terminate the CCAA Case or
convert it to a receivership or a bankruptcy under the BIA (as
defined in the DIP Credit Agreement),
(viii) the date of conversion of any of the Chapter 11 Cases to
a case under chapter 7 of the Bankruptcy Code, or of the CCAA Case
to a receivership or to a bankruptcy under the BIA;
(ix) the appointment or election of a trustee under Chapter 11
of the Bankruptcy Code, a receiver or licensed insolvency trustee
under the BIA, or a responsible officer or examiner with enlarged
powers to operate or manage the financial affairs, the business or
reorganization of any Loan Party;
(x) the date the Loan Parties' file a motion seeking a
termination or dismissal of any or all of the Insolvency
Proceedings; or
(xi) the date of dismissal of any of the Insolvency
Proceedings.
The Borrowers are directed to use the proceeds of the Loans,
Letters of Credit and other credit and financial accommodations
provided by DIP Agent and DIP Lenders under the DIP Credit
Agreement and the other DIP Loan Documents solely for payment of
expenses set forth in the DIP Budget and amounts owing to DIP Agent
and DIP Lenders in accordance with the terms and conditions of the
DIP Loan Documents and the Final Order.
Upon entry of the Final Order, the full amount of all the of the
Pre-Petition ABL Obligations outstanding under the Pre-Petition ABL
Credit Agreement and all other amounts outstanding thereunder will
be deemed obligations under the DIP ABL Credit Facility.
The Debtors are required to comply with certain milestones
including:
(i) On or before 1 Business Day after the Petition Date, Loan
Parties will file a motion with each Bankruptcy Court seeking
approval of the DIP ABL Credit Facility under the Bankruptcy Code
and the CCAA, as applicable;
(ii) On or before the date that is 1 Business Days after the
Petition Date, Loan Parties will have filed a motion seeking (i)
entry of the Bid Procedures Order and the Sale Order and (ii)
approval of the DIP Asset Purchase Agreement, pursuant to Section
363 of the Bankruptcy Code, which Sale Motion will be reasonably
satisfactory to DIP Agent (unless waived by DIP Agent);
(iii) On or before the date that is 1 Business Day after the
Petition Date, Loan Parties will have filed a motion seeking (i)
entry of the Bid Procedures Order and (ii) approval of the DIP
Asset Purchase Agreement, pursuant to and in accordance with the
CCAA, which Canadian Bid Procedures Motion will be reasonably
satisfactory to DIP Agent (unless waived by DIP Agent); and
(iv) On or before the date that is 10 days after the Petition
Date, the Canadian Bankruptcy Court will have entered the Amended
Initial CCAA Order in form and substance acceptable to DIP Agent.
As of December 16, 2022, the Debtors (other than HIG Holdings),
together with DCL Canada, had total principal outstanding debt of
about $149.78 million, comprised of:
a. $41.676 million of principal outstanding under the
Pre-Petition ABL Credit Facility;
b. $90.502 million of principal outstanding under the
Pre-Petition Term Loan Facility;
c. $10.725 million of principal outstanding under the
Pre-Petition Sponsor Note; and
d. $6.880 million of principal outstanding under the
Pre-Petition Subordinated Seller Note.
Due to declining financial performance, increased operating
expenses, and decline in income from operations, various Events of
Default described below have occurred and are continuing under the
Pre-Petition Credit Facilities as of the Petition Date.
As security for the full and timely payment of the DIP Obligations,
the DIP Agent, on its behalf and on behalf of the DIP Lenders, is
granted:
(i) a first priority perfected senior priming lien on, and
security interest in, all present and after-acquired ABL Priority
Collateral;
(ii) a second-priority perfected lien on, and security interest
in, all present and after-acquired Term Loan Priority Collateral,
subordinate only to the liens of the PrePetition Term Loan Agent;
(iii) a first-priority perfected lien on, and security interest
in, all present and after acquired assets of the Debtors, wherever
located, not subject to a lien or security interest other than
assets constituting ABL Priority Collateral or Term Loan Priority
Collateral; and
(iv) subject to the Carve-Out and the Administrative Charge,
pursuant to section 364(c)(3) of the Bankruptcy Code, a junior
perfected lien on, and security interest in, all present and
after-acquired property of the Debtors, wherever located, that is
subject to a Permitted Lien on the Petition Date or subject to a
Permitted Lien in existence on the Petition Date that is perfected
subsequent thereto as permitted by section 546(b) of the Bankruptcy
Code.
A copy of the motion is available at https://bit.ly/3IS09lR from
PacerMonitor.com.
A copy of the order is available at https://bit.ly/3Z0KRAF from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3ZreACZ from
PacerMonitor.com.
The Debtor projects $78,658,000 in total receipts and $36,830,000
in total operating disbursements for the seven-week period ending
March 17, 2023.
About DCL Holdings
DCL Holdings (USA) Inc. -- https://www.pigments.com/ -- offers the
broadest range of colour pigments & preparations for the coatings,
plastics & ink industries worldwide. The company is a global
leader in the supply of color pigments and dispersions for the
coatings, plastics and ink industries, according to its Web site.
DCL Holdings (USA) Inc. and 5 affiliated debtors sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case No. 22-11319) on Dec.
20, 2022. In the petition filed by Scott Davido, as chief
restructuring officer, the Debtor reported assets and liabilities
between $100 million and $500 million.
Judge J. Kate Stickles oversees the case.
The Debtors tapped KING & SPALDING LLP as counsel; RICHARDS, LAYTON
& FINGER, P.A., as Delaware counsel; TM CAPITAL CORP. as
investment banker; and ANKURA CONSULTING GROUP, L.L.C., as
restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC as
claims agent.
DEI VITAE: Case Summary & 16 Unsecured Creditors
------------------------------------------------
Debtor: Dei Vitae Enterprises, LLC
105 Graham Hall Court
Matthews, NC 28104
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 23-30148
Judge: Hon. Laura T. Beyer
Debtor's Counsel: John C. Woodman, Esq.
ESSEX RICHARDS, P.A.
1701 South Blvd.
Charlotte, NC 28203
Tel: (704) 377-4300
Fax: (704) 372-1357
Email: jwoodman@essexrichards.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Susan H. Burton as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/KHT3WMA/Dei_Vitae_Enterprises_LLC__ncwbke-23-30148__0001.0.pdf?mcid=tGE4TAMA
DIFFUSION PHARMACEUTICALS: To Reduce Workforce to Preserve Cash
---------------------------------------------------------------
Diffusion Pharmaceuticals Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that in connection with its
previously announced ongoing strategic review process and efforts
to utilize and preserve assets in a manner that maximizes value for
its stockholders, the Company committed to a reduction in force
that is expected to impact six of the Company's 13 current
employees. The reduction is a cash preservation measure and
impacts employees primarily in the Company's clinical operations
function.
As previously announced, as part of the strategic review process,
Diffusion is actively evaluating potential transactions involving
its current lead product candidate, trans sodium crocetinate,
including a sale or out-license. In connection with this process
and pending its conclusion, the Company has paused significant
portions of its TSC development activities, including initiation of
the Company's previously announced Phase 2 study of TSC in newly
diagnosed GBM patients. Diffusion expects to record a one-time
charge of approximately $1.1 million in the first quarter of 2023
in connection with the reduction in force, primarily related to
one-time termination benefits to be paid in cash, which is expected
to be completed in March 2023.
As part of the reduction in force, the Company determined that Dr.
Christopher D. Galloway, M.D., the Company's chief medical officer,
will depart Diffusion effective March 1, 2023. Dr. Galloway has
served as the Company's chief medical officer since October 2020.
In connection with the departure of Dr. Galloway and certain other
executive employees exiting as part of the reduction in force that
are party to an employment agreement with the Company, Diffusion
intends to enter into a separation letter agreement and release
with each such employee dated as of the employee's last day of
employment. Pursuant to the terms of the Separation Agreement, the
departing employee party thereto will be entitled to separation
benefits in accordance with the terms of the employee's employment
agreement, including a lump-sum payment of nine months (75%) of the
Executive's current annual base salary and a pro-rated annual cash
bonus for the current calendar year based on the number of days
served as an Executive during 2023. All options to purchase
Company common stock held by the Executive that are outstanding and
vested as of the separation date will remain exercisable for a
period of three months from the date of separation, in accordance
with their respective terms. In addition, the Company will also
provide a lump-sum payment in respect of continuation health
insurance coverage premiums for the Executive and the Executive's
eligible dependents for a period of twelve months after the
separation date.
As consideration for the separation benefits, pursuant to the
Separation Agreement, the Executive will agree to release the
Company and certain related parties, including the Company's
stockholders, directors, officers, and employees, from all claims
and liabilities arising prior to the date of the Separation
Agreement under federal and state laws and, as applicable,
reaffirms the confidentiality, non-competition, non-solicitation,
non-disparagement and certain other customary provisions in the
Executive's employment agreement, which, except as otherwise set
forth in the Separation Agreement, shall terminate effective as of
the Executive's separation date.
About Diffusion Pharmaceuticals
Diffusion Pharmaceuticals Inc. is a biopharmaceutical company
developing novel therapies that enhance the body's ability to
deliver oxygen to the areas where it is needed most. The Company's
lead product candidate, TSC, is being developed to enhance the
diffusion of oxygen to tissues with low oxygen levels, also known
as hypoxia, a serious complication of many of medicine's most
intractable and difficult-to-treat conditions.
Diffusion reported a net loss of $24.09 million in 2021, a net loss
of $14.18 million in 2020, and a net loss of $11.80 million in
2019. As of Sept. 30, 2022, the Company had $26.32 million in
total assets, $2.27 million in total current liabilities, and
$24.05 million in total stockholders' equity.
DVD FACTORY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: DVD Factory, Inc.
28623 Industry Drive
Valencia, CA 91355
Chapter 11 Petition Date: February 27, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-11085
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Bills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
Total Assets: $1,463,452
Total Liabilities: $2,051,540
The petition was signed by Daniel J. Quinn as president/CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QZWYKRI/DVD_Factory_Inc__cacbke-23-11085__0001.0.pdf?mcid=tGE4TAMA
ECOARK HOLDINGS: Posts $2.4 Million Net Income in Third Quarter
---------------------------------------------------------------
Ecoark Holdings, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $2.43 million on $0 of revenues for the three months ended Dec.
31, 2022, compared to net income of $4.28 million on $17,455 of
revenues for the three months ended Dec. 31, 2021.
For the nine months ended Dec. 31, 2022, the Company reported a net
loss of $33.03 million on $0 of revenues compared to net income of
$982,213 on $17,455 of revenues for the same period in 2021.
As of Dec. 31, 2022, the Company had $50.07 million in total
assets, $13.18 million in total liabilities, and $36.88 million in
total stockholders' equity.
Ecoark said, "The Company believes that the current cash on hand is
not sufficient to conduct planned operations for one year from the
issuance of the consolidated financial statements, and it needs to
raise capital to support their operations. The Company has
recently established a potential source of revenue upon entering
into the MSA with BitNile. If revenue is generated from the MSA,
management expects that it will go towards covering the Company's
operating costs and to allow it to continue as a going concern.
However, in order to proceed under the MSA, the Company will
require additional financing to fund its future planned operations.
Under the terms of the MSA, the Company was required to raise a
minimum of $5,000,000 by January 21, 2023, although the parties
have verbally agreed to extend that deadline. Based on the
Company's relationship with Ault alliance, Inc. ("Ault") which is
described in this Report, the Company expects Ault will not
terminate the MSA, although it could elect to do so for any reason
whether related to the Company or Ault. The MSA contemplates the
Company providing services and infrastructure to BitNile to enable
the build out of the hosting facility, including the initial 12MW
of power within 45 days of the date of the MSA which as disclosed
above was not met. We have generated no revenue to date under any
hosting arrangement. The accompanying financial statements for the
period ended December 31, 2022 have been prepared assuming the
Company will continue as a going concern, but the ability of the
Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it
establishes continued revenue streams and becomes profitable.
Management's plans to continue as a going concern include raising
additional capital through sales of equity securities and
borrowing. However, management cannot provide any assurances that
the Company will be successful in accomplishing any of its plans.
If the Company is not able to obtain the necessary additional
financing on a timely basis, the Company will be required to delay,
reduce or perhaps even cease the operation of its business. The
ability of the Company to continue as a going concern is dependent
upon its ability to successfully secure other sources of financing
and attain profitable operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001437491/000121390023013028/f10q1222_ecoarkhold.htm
About Ecoark Holdings
Rogers, Arkansas-based Ecoark Holdings, Inc., is a diversified
holding company incorporated in 2007. Through Ecoark's
wholly-owned subsidiaries, the Company has subsidiaries focused on
three areas: (i) oil and gas, including exploration, production and
drilling operations on approximately 30,000 cumulative acres of
active mineral leases in Texas, Louisiana, and Mississippi and
transportation services, (ii) Bitcoin mining, and (iii)
post-harvest shelf-life and freshness food management technology.
The Company also had operations providing financial services until
June 17, 2022 when it sold Trend Discovery Holdings LLC to a third
party.
Ecoark reported a net loss of $10.55 million for the year ended
March 31, 2022, a net loss of $20.89 million for the year ended
March 31, 2021, a net loss of $12.14 million for the year ended
March 31, 2020, and a net loss of $13.65 million for the year
ended March 31, 2019. As of Sept. 30, 2022, the Company had $46.62
million in total assets, $9.32 million in total liabilities, $9.21
million in series A convertible redeemable preferred stock, and
$28.08 million in total stockholders' equity.
ELANCO ANIMAL: S&P Downgrades ICR to 'BB-' on Underperformance
--------------------------------------------------------------
S&P Global Ratings lowered its ratings by one notch including its
long-term issuer rating on Indiana-based Elanco Animal Health Inc.
to 'BB-' from 'BB'. The outlook is stable. S&P lowered its rating
on the senior secured debt to 'BB' from 'BB+' and on the senior
unsecured debt to 'B+' from 'BB-'. The recovery ratings on this
debt are '2' and '5', respectively.
S&P said, "Our stable outlook reflects our expectation that S&P
Global Ratings-adjusted to debt to EBITDA will remain in the
4.5x-5.5x range as Elanco prioritizes debt repayment in 2023 and
successfully launches several products over the next 18 months.
"We lowered the rating on Elanco primarily because operating
results underperformed our expectations such that we forecast
adjusted debt to EBITDA is in the mid-5x area in 2023 and about 5x
in 2024.Elanco's revenue in 2022 declined about 7%, while we
previously expected a 1%-2% decline, as Zoetis' oral triple
parasiticide took more market share than expected from existing
heartworm, flea, and tick treatments (both oral prescriptions and
over-the-counter products). The overall pet industry also slowed in
2022 (especially in the U.S.) as vet visits began to normalize
after a significant increase during the pandemic. We expect
competitive pressures to have a lesser impact in 2023, but we think
vet visits will decline as the normalization of volumes continues
and pet owners feel the expected economic downturn, resulting in a
1%-2% decline in revenue. We think vet visits will revert to slow
growth in 2024, and we expect low-single-digit revenue growth in
the year due to contribution from new launches partly offset by
some remaining competitive pressure on mature products.
"The company also faced a significant revenue and EBITDA headwind
from the strengthening U.S. dollar in 2022, as 55% of its revenue
is generated overseas, but we expect this to be less of a headwind
in 2023. Lastly, the company's revenue in 2022 was affected by
factors we view as temporary, including supply shortfalls for
select products, elevated levels of disease in farm animals, and
continued pandemic-related disruption, especially in China. EBITDA
was lower than expected both from reduced revenue and inflation in
expenses that were not fully offset by pricing increases. Lastly,
the company paid down less debt than expected because of lower
EBITDA and cash flow, which was also affected by a large increase
in inventory.
"The combination of the above factors result in our expectation for
elevated adjusted debt to EBITDA of about 5.5x in 2023 and 4.9x in
2024.
"We expect that adjusted debt to EBITDA will remain in the
4.5x-5.5x range (likely trending to the lower end of the range over
time), despite Elanco's development pipeline and commitment to
prioritize deleveraging. We think that Elanco will successfully
launch several products in 2023 and 2024 including a triple
parasiticide with some clinical differentiation and its
methane-reducing Bovaer product. That said, nearly all the new
launches are second or third to market and have an uphill battle to
gain market share, given typical reluctance to change from what is
working. Therefore, we expect a slow ramp up in sales of those
follow-on products in 2024 and 2025 but also see the potential for
mid-single-digit revenue growth by the end of 2025 and into 2026.
We expect EBITDA to growth faster than revenue as restructuring
expenses decrease and the company captures some operating leverage.
As the company stated it intends to use free cash flow for debt
repayment, we see the ability for Elanco to reduce adjusted debt to
EBITDA below 4.5x by 2025. However, the company has a history of
operating underperformance and larger-than-expected acquisitions,
which we think increases the likelihood that adjusted debt to
EBTIDA will remain above 4.5x on a sustained basis.
"We see the potential for adjusted debt to EBITDA to decline below
4.5x in 2025, given the company's stated intention to use free cash
flow for debt repayment. Our rating and outlook reflect that we see
significant risk to the possibility of deleveraging below 4.5x due
to the company's history of operating underperformance and
undertaking larger-than-expected debt-funded acquisitions to
fortify its development pipeline.
"In our view, Elanco's business risk profile has slightly weakened,
and we have a less favorable view of the company's management
following operating results and deleveraging that have repeatedly
missed expectations. The approval and subsequent success of Zoetis'
triple parasiticide product has a more widespread effect on
Elanco's business than expected. Our rating reflects good product
diversification, but a single product had a meaningful and
more-than-expected impact on the company's brand strength of
several different products. Additionally, the company had some
stock-out issues in 2022, making it temporarily difficult to meet
demand for certain products. Because of greater-than-expected
variability of operating results, we view the businesses'
competitive position and management credibility as slightly worse
than previously assessed.
"Elanco's revision of financial statements and potential for having
a material deficiency of controls is not a significant factor in
the rating due to the small size of the revision, but we could
consider it a larger issue if the scope expands.
"Our rating continues to reflect Elanco's leading position in the
animal health market. Elanco has well-established relationships
with key customers, a strong reputation for quality, and high
switching costs in some cases. Despite a limited exclusivity
profile, Elanco's products have relatively long market lives, with
many of its products not facing a significant increase in
competition after losing exclusivity.
"Elanco's concentration in animal health exposes the company to
changes in regulation, changing consumer preferences, adverse
weather, and animal disease outbreaks, but we believe the company
is relatively diversified across regions, products, and species.
Its top five products accounted for just 24% of 2021 revenues and
it generated about 55% of its revenue outside of the U.S.
"We believe the animal health market has solid long-term tailwinds
as pet owners spend more on their pets and global livestock grows
from demographic trends. Livestock farmers also are increasingly
seeking safer and more environmentally friendly treatments for
their animals, which creates demand for innovative products like
Bovaer.
"The stable outlook reflects our expectation that adjusted debt to
EBITDA will stay elevated above 5x in 2023 and will remain in the
4.5x-5.5x range longer term. The outlook also reflects our
expectation for a steady stream of new product approvals that will
offset competitive pressure to maturing products.
"We could consider a lower rating if we expect adjusted debt to
EBITDA to increase and remain above 5.5x. Alternatively, we could
consider a lower rating if the company does not deliver on its
strategic priorities including successfully launching several
products over the next 18 months and returning to a trajectory of
revenue growth.
"We could consider a higher rating if we expect adjusted debt to
EBITDA to remain below 4.5x. In this scenario, we would expect
Elanco to demonstrate a robust development pipeline to sustain
revenue growth beyond the expected launches in 2023 and 2024."
ESG credit indicators: E-2, S-2, G-2
S&P said, "ESG factors have an overall neutral influence on our
credit rating analysis of Elanco Animal Health Inc. With respect to
social credit factors, there has been increased regulatory scrutiny
on the use of antibiotic products in meat production, which the
entire industry is facing. However, we think Elanco's regulatory
risks are mitigated by the company's diverse product portfolio. The
company has also intentionally shifted away from shared-class
antibiotics, which is the most controversial type of antibiotics
since they are used in both humans and animals. In 2021, 9% of the
company's revenue was from products classified as shared-class,
which is down from 16% in 2015. Elanco is also putting more
emphasis on animal-only antibiotics and antibiotic-free solutions.
"With respect to governance, we do not see the revision of
financial statements and potential deficiency in control as
material to the credit rating given the limited scale and scope."
EXCL LOGISTICS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Excl Logistics, LLC
2810 144th Place SW
Lynnwood, WA 98087
Chapter 11 Petition Date: February 27, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-10364
Debtor's Counsel: Thomas D. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
1403 8th Street
Marysville, WA 98270
Tel: (425) 212-4800
Fax: (425) 212-4802
Email: courtmail@expresslaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anil Bhambi as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2SX752Q/Excl_Logistics_LLC__wawbke-23-10364__0001.0.pdf?mcid=tGE4TAMA
FARMA SCI LIFE: Court OKs Final Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, authorized Farma Sci Life, Inc. to use
cash collateral on a final basis in accordance with the budget,
with a 10% variance.
The Debtor is permitted to use cash collateral to pay all ordinary
and necessary expenses in the ordinary course of its business.
As adequate protection, Headway Capital, Everest Funding Group,
Pearl Funding, BRMS, LLC, TD Bank, N.A, Fountainhead SBF, LLC, and
the United States Small Business Administration are granted
post-petition security interests and liens in, to and against any
and all personal property assets of the Debtor, to the same extent
and priority that each such entity held a properly perfected
pre-petition security interest in those assets.
A copy of the order is available at https://bit.ly/3YZ9zRZ from
PacerMonitor.com.
About Farma Sci Life, Inc.
Farma Sci Life, Inc. manufactures, distributes and engages in the
online sale of cannabidiol (CBD) and Delta 8 tetrahydrocannabinol
consumer products sold under the Blue Moon Hemp brand name.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10398) on January 18,
2023. In the petition signed by John M. Maloney, Jr., president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Erik P. Kimball oversees the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the
Debtor as legal counsel.
FEILITECH US: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Feilitech US LLC
2826 Westover Park Street
Belden, MS 38826
Business Description: Feilitech manufactures spring and wire
products.
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
Northern District of Mississippi
Case No.: 23-10599
Judge: Hon. Selene D. Maddox
Debtor's
Local
Bankruptcy
Counsel: Kristina M. Johnson, Esq.
JONES WALER LLP
190 East Capitol Street, Suite 800
PO Box 427
Jackson, MS 39205
Tel: 601-949-4785
Email: kjohnson@joneswalker.com
Debtor's
General
Bankruptcy
Counsel: COZEN O'CONNOR
Debtor's
Special
Counsel: MOWRY & GRIMSON, PLLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Weijie Gu, as sole member.
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/NWPKJIA/Feilitech_US_LLC__msnbke-23-10599__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NKBHC3A/Feilitech_US_LLC__msnbke-23-10599__0001.0.pdf?mcid=tGE4TAMA
FMC CLINIC: Seeks to Hire Berman as Legal Counsel
-------------------------------------------------
FMC Clinic, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Missouri to hire Berman, DeLeve, Kuchan &
Chapman, LLC as its legal counsel.
The firm's services include:
(a) advising the Debtor regarding its rights, obligations and
compliance with the Bankruptcy Code;
(b) preparing and filing schedules, statement of affairs and
legal papers, including a plan of reorganization;
(c) representing the Debtor at the meeting of creditors and
court hearings;
(d) soliciting consents to the Debtor's proposed plan of
reorganization and securing confirmation of such plan;
(e) representing the Debtor in matters that may arise in
connection with its reorganization proceeding and the conduct and
operation of its business; and
(f) examining claims of creditors.
The hourly rate charged by Ronald Weiss, Esq., and Joel Pelofsky,
Esq., is $350 per hour. Paralegals and document maintenance
personnel charge $125 per hour and $75 per hour, respectively.
Ronald Weiss, Esq., an attorney at Berman, disclosed in a court
filing that he and his firm are "disinterested persons" as defined
in Section 101(14) of the Bankruptcy Code.
Berman can be reached through:
Ronald S. Weiss, Esq.
Joel Pelofsky, Esq.
Berman, DeLeve, Kuchan & Chapman, LLC
1100 Main, Suite 2850
Kansas City, MO 64105
Phone: (816) 471-5900
Fax: (816) 842-9955
Email: rweiss@bdkc.com
Email: jpelofsky@bdkc.com
About FMC Clinic
FMC Clinic, LLC is a company in Fulton, Mo., engaged in activities
related to real estate. It has equitable interest in a property
located at 850 S. Hospital Drive Fulton, Mo., valued at 7.9
million.
FMC Clinic filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20052) on Feb.
10, 2023, with $1 million to $10 million in both assets and
liabilities. Zev M. Reisman, general manager and corporate
secretary of FMC Clinic, signed the petition.
Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC
represents the Debtor as counsel.
GASPARILLA MOBILE: Equity Contributions & Earnings to Fund Plan
---------------------------------------------------------------
Gasparilla Mobile Estates, Inc. filed with the U.S. Bankruptcy
Court for the Middle District of Florida a Plan of Reorganization
dated February 23, 2023.
The Debtor's primary business consisted of providing rental lots in
a mobile home park containing approximately 31.981 acres, more or
less, located at 2001 Gasparilla Road, Placida, Florida 33946 (the
"Real Property").
The property has 179 individual rental lots for mobile homes,
common areas and recreational facilities, and a waste water pump
station servicing the property (the "Community"). The Community is
located in Charlotte County, Florida. The Debtor maintains the
common areas and recreational facilities previously used by the lot
owners. The mobile homes located on individual lots are owned by
the residents who are tenants of the Debtor.
The Debtor's primary source of income was previously derived from
rental payments, which were due from the individual lot renters in
the Community on a monthly basis.
The Debtor has not collected rent from the residents of the
Community since September, 2022. With little to no cash reserves
and no ability to restructure its finances outside of bankruptcy,
Debtor filed a voluntary petition for relief under Chapter 11 in
order to (a) obtain judicial recognition of the closure of the
Community; (b) sell or redevelop the underlying real estate; and
(c) restructure its unsecured debt and adjudicate and eliminate the
unsecured claims asserted by the residents and the Association.
This Plan of Reorganization proposes to pay creditors of the
Debtor, from the Debtor's future earnings, equity contributions
from insiders of Debtor, and if necessary, the sale of the Real
Property.
This Plan provides for 2 classes of unsecured claims. Unsecured
creditors holding claims will receive pro rata distributions based
on the ultimate size of the class body. This Plan also provides for
the payment of administrative and priority claims under the terms
to the extent permitted by the Code or by agreement between the
Debtors and the claimant.
Class 1 consists of General Unsecured Claims of Residents. All
residents who voluntarily vacate the Community on or before June
22, 2023 shall receive the following benefits. All rent owing to
Debtor will be deemed forgiven. In addition, each resident's pro
rata portion of the County Sanitation and Fire District tax pass
through owing to Debtor (in the collective amount of $88,218.00)
shall be deemed forgiven.
In addition, residents shall also retain their rights to obtain
payment from the Florida Mobile Home Relocation Program pursuant to
the obligations and requirements imposed by Chapter 723, Fla. Stat.
No other payment to residents will be made pursuant to this Plan.
Class 2 consists of the Unsecured Claim of Florida Power and Light.
Amended Claim 1, in favor of Florida Power & Light Company in the
amount of $374.40 will be paid in full within 30 days of Plan
confirmation.
Payments required under the Plan will be funded from the Debtor's
future earnings, equity contributions from insiders of Debtor, and
if necessary, the sale of the Real Property.
A full-text copy of the Plan of Reorganization dated February 23,
2023 is available at https://bit.ly/3J0tRVV from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Andrew J. McBride, Esq.
Henry C. Shelton, Esq.
Adams and Reese, LLP
150 2nd Avenue North, Suite 1700
St. Petersburg, FL 33701
Telephone: (727) 502-8291
Email: Andrew.McBride@arlaw.com
henry.shelton@arlaw.com
About Gasparilla Mobile Estates
Gasparilla Mobile Estates, Inc., is primarily engaged in renting
and leasing real estate properties. The company is based in
Placida, Fla.
Gasparilla Mobile Estates filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-01267) on Dec. 22, 2022, with $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Michael C. Markham has been appointed as Subchapter V trustee.
Judge Caryl E. Delano oversees the case.
The Debtor is represented by Andrew J. McBride, Esq., at Adams and
Reese, LLP.
HARTWICK COLLEGE: Moody's Lowers Issuer & Debt Ratings to 'B2'
--------------------------------------------------------------
Moody's Investors Service has downgraded Hartwick College's (NY)
issuer and debt ratings to B2 from B1. As of fiscal 2022, the
college's total debt outstanding was approximately $36.5 million.
The outlook remains negative.
RATINGS RATIONALE
The downgrade of Hartwick's issuer rating reflects the college's
ongoing multi-year deficit operations and decreasing liquidity.
Fiscal 2022 marked the fifth consecutive year of operating deficits
greater than 20%, a trend expected to continue through at least
fiscal 2023. Continued reliance on large supplemental endowment
draws to fund operations and strategic initiatives will result in
further declines in wealth and liquidity. Fiscal 2022's 54 monthly
days cash on hand has declined a marked 66% from fiscal 2018. While
the college has articulated a multifaceted strategy to attract and
retain more students, enhance the student experience and promote
postgraduate preparedness, the ability to achieve desired outcomes
remains uncertain given substantial financial and execution risks
associated with this strategy. Weak regional demographics, a social
consideration under Moody's ESG framework, along with heightened
competition from an array of public and private colleges in the
northeast, contribute to the college's deteriorating strategic
position and are a driver of this rating action.
The B2 favorably incorporates the college's still good wealth, at
$69 million, relative to operating scope and debt, though a
sizeable portion of financial reserves is subject to restriction.
The college also maintains good donor support for its size, as
measured by three-year average gift revenue of $5.4 million.
Ongoing philanthropy will remain critical to supporting strategic
goals given expectations of continued student market challenges and
resulting constrained net tuition revenue growth. Debt levels are
modest and declining, although a very high age of plant suggests a
need for capital improvement.
The downgrade of the revenue bond ratings incorporates the issuer
rating and general obligation characteristics of the bond. While
the bonds have a lien on unrestricted gross revenues, this provides
limited additional security due to the college's fundamental
operating difficulties.
RATING OUTLOOK
The negative outlook reflects Hartwick's ongoing student demand
challenges and the potential for further credit deterioration if
operating performance fails to improve and liquidity declines
continue through fiscal 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Sustained improvement in brand and strategic
positioning, reflected in student demand, revenue
growth, and fundraising
-- Significant improvement in operating performance
leading to debt service coverage above 1x
-- Marked growth in unrestricted liquidity relative to expenses
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Failure to make meaningful progress toward improved
operations by fiscal 2024
-- Inability to stabilize net tuition revenue
-- Further material depletion of liquidity
LEGAL SECURITY
The Series 2015A bonds are a general obligation, payable from any
legally available moneys of the college and further secured by a
lien on unrestricted gross revenues. There is no debt service
reserve fund.
Under a guaranty agreement with the trustee, Hartwick covenants
that it must meet one of the following requirements to issue
additional debt: maintenance of a rating no lower than Baa3 or
BBB-, pro forma maximum annual debt service of at least 120% for
two of the most recent audited fiscal years if financing a
residence hall, or pro forma maximum annual debt service of 115%
for the most recent audited fiscal year. The college's calculated
annual debt service coverage was 0.56x in fiscal 2022.
PROFILE
Hartwick College is a small, tuition-dependent private liberal arts
and sciences college with fall 2022 enrollment of 1,089 full-time
equivalent students and fiscal 2022 operating revenue of about $44
million. The college is in Oneonta, New York, located between
Binghamton and Albany in the northern foothills of the Catskill
Mountains.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
HEALTHCHANNELS INTERMEDIATE: Moody's Cuts CFR to Caa1, Outlook Neg.
-------------------------------------------------------------------
Moody's Investors Service downgraded HealthChannels Intermediate
Holdco, LLC ratings, including the Corporate Family Rating to Caa1
from B3, Probability of Default Rating to Caa1-PD from B3-PD, and
senior secured revolving credit facility and senior secured term
loan rating to Caa1 from B3. Moody's revised the outlook to
negative from stable.
The ratings downgrade reflects lingering structural headwinds that
have negatively impacted the business since the beginning of the
coronavirus pandemic. HealthChannels' revenues have declined by
approximately 35% since 2019 to about $250 million and Moody's
expects revenues will continue to remain at or near these levels
over the next 12 to 18 months. In addition, Moody's expects that
HealthChannels EBITDA will remain pressured such that gross
debt-to-EBITDA will remain above 7 times in the next 12 to 18
months. Moody's believes the company's capital structure may become
increasingly unsustainable, thus elevating the risk of a distressed
exchange or default and limiting the ability for the company to
successfully refinance. Moody's expects that rising interest
expense will make it difficult for HealthChannels to generate
positive free cash flow on a consistent basis.
Governance risk is a factor in this rating action. Moody's believes
that refinancing efforts by the company will become increasingly
difficult over time, particularly as the business has yet to show
material improvement in performance relative to pre-pandemic
levels.
Downgrades:
Issuer: HealthChannels Intermediate Holdco, LLC
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Term Loan, Downgraded to Caa1 (LGD4) from
B3 (LGD4)
Senior Secured 1st Lien Revolving Credit Facility, Downgraded to
Caa1 (LGD4) from B3 (LGD4)
Outlook Actions:
Issuer: HealthChannels Intermediate Holdco, LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
HealthChannels' Caa1 Corporate Family Rating reflects the company's
very narrow focus on the medical scribe industry. The ratings also
reflect HealthChannels' high gross financial leverage with
debt/EBITDA in the low 8 times range for the last twelve month
period ended September 30, 2022. Moody's expects HealthChannels'
gross financial leverage to remain elevated in the 7 times range in
at least the next 12 to 18 months. The company has moderate scale
with revenues of approximately $250 million. HealthChannels is
subject to customer concentration given that, while spread across
multiple sites and markets, the company's top five customers
account for over one-quarter of its revenues.
The ratings are supported by HealthChannels market leading position
within the medical scribe industry. HealthChannels ratings are also
supported by its highly variable cost structure, which provides
flexibility. The company has adequate liquidity with healthy cash
balances of approximately $89 million as of December 31, 2022,
though the company has yet to extend the April 2023 expiration of
its $30 million revolving credit facility.
Moody's expects HealthChannels to maintain an adequate liquidity
position over the next 12 months. For the last twelve months ending
September 30, 2022, HealthChannels generated approximately $11
million of free cash flow, inclusive of approximately $4 million of
mandatory term loan amortization. Moody's expects HealthChannels to
generate breakeven free cash flow in the next 12 months, which
includes mandatory term loan amortization of approximately $4
million. HealthChannels has access to an undrawn $30 million
revolving credit facility until its expiration in April 2023.
Moody's anticipates HealthChannels will extend the maturity of the
revolving credit facility.
HealthChannels' senior secured first lien credit facility,
comprised of a $30 million revolver and $385 million term loan (of
which approximately $358 million is outstanding as of December 31,
2022), is rated Caa1, equivalent to the company's Caa1 CFR given
the first lien credit facility constitutes the preponderance of the
company's debt.
The negative outlook reflects Moody's view that HealthChannels'
scribe hours will continue to remain below pre-pandemic levels. The
outlook also reflects Moody's expectation that financial leverage
will remain high and that refinancing risks will remain present.
ESG CONSIDERATIONS
HealthChannels ESG credit impact score is very highly negative
(CIS-5), reflecting its neutral-to-low exposure to environmental
risks (E-2), moderately negative exposure to social risks (S-3),
and very highly negative exposure to governance risks (G-5), most
notably with aggressive financial policies under majority private
equity ownership of the company.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if HealthChannels effectively manages
its growth while achieving greater scale. An upgrade could also
occur if the company's debt/EBITDA is sustained below 6.0 times
while demonstrating conservative financial policies. The ratings
could also be upgraded if HealthChannels maintains sustained
positive free cash flow, improves its liquidity, including
addressing refinancing risks.
The ratings could be downgraded if the company continues to
experience deteriorating operating performance, including if the
company experiences continued declines in scribe hours resulting in
structural revenue deterioration. Further, debt-funded acquisitions
or dividends could result in a ratings downgrade. Ratings could be
downgraded if liquidity weakens, reflected in sustained negative
free cash flow or a failure to extend the maturity of the revolving
credit facility. Lastly, further rising likelihood of debt
impairment or actions that Moody's would deem a distressed exchange
and thus a default could also lead to a ratings downgrade.
Headquartered in Fort Lauderdale, FL, HealthChannels provides
medical scribing services to hospitals and physician staffing
companies. HealthChannels is majority-owned by private equity firm
Vesey Street Capital Partners, LLC. The company generated revenues
of approximately $250 million for the last twelve months ended
September 30, 2022.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
IMMEDIATE PROPERTIES: Case Summary & Four Unsecured Creditors
-------------------------------------------------------------
Debtor: Immediate Properties, LLC
7900 Balboa Blvd., #D4
Van Nuys, CA 91406
Business Description: The Debtor owns 12 properties in California
having an aggregate current value of $4.26
million.
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-10248
Judge: Hon. Martin R. Barash
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
Total Assets: $4,278,395
Total Liabilities: $3,676,696
The petition was signed by Xavier Mitchell as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/MRHG2YQ/Immediate_Properties_LLC__cacbke-23-10248__0001.0.pdf?mcid=tGE4TAMA
INDEPENDENT PET: Seeks to Hire 'Ordinary Course' Professionals
--------------------------------------------------------------
Independent Pet Partners Holdings, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire "ordinary course" professionals.
The OCP's include:
Grant Thornton, LLP
Sales Tax, Compliance and Personal Property Tax Advice
-- $50,000 Fee Cap
Morrison Cohen LLC
Legal Services, Intellectual Property
-- $10,000 Fee Cap
Littler Mendelson P.S.
Legal Services, Employment
-- $20,000 Fee Cap
GDO Law
Legal Services, General Contract Review
-- $10,000 Fee Cap
About Independent Pet Partners Holdings
Independent Pet Partners Holdings, LLC and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Lead Case No. 23-10153) on Feb. 5, 2023. In the petition
signed by Stephen Coulombe, co-chief restructuring officer, the
Debtors disclosed $100 million to $500 million in both assets and
liabilities.
The Debtors offer a one-stop pet experience with healthy,
high-quality food products and treats, and a range of pet services,
including grooming, self-wash, pet parent education, and veterinary
services. They also sell goods through their e-commerce platform,
with each of the Debtors' banners having its own standalone
website. As of the petition date, the Debtors operated under four
unique regional banners: Chuck and Don's, Kriser's Natural Pet,
Loyal Companion, and Natural Pawz.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped McDonald Hopkins, LLC as general counsel; Young
Conaway Stargatt and Taylor, LLP as co-counsel; Berkeley Research
Group, LLC as co-chief restructuring officer; Houlihan Lokey
Capital, Inc. as financial advisor and investment banker; and Omni
Agent Solutions as notice, claims and balloting agent.
CION Investment Corporation; Main Street Capital Corporation; MCS
Income Fund, Inc.; Newstone Capital Partners III, L.P; Newstone
Capital Partners III-A, L.P.; and Newstone Capital Partners III-B,
L.P., as debtor-in-possession lenders and pre-bankruptcy lenders,
are represented by Dechert, LLP and Richards, Layton & Finger,
P.A.
Acquiom Agency Services, LLC, as administrative and collateral
agent under the DIP facility and as prepetition ABL agent and
prepetition priming agent, is represented by Paul Hastings, LLP.
Wilmington Trust, National Association, as prepetition DDTL agent,
is represented by Arnold & Porter Kaye Scholer, LLP.
On Feb. 14, 2023, the U.S. Trustee for Region 3 appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee is represented by Christopher
Samis, Esq.
INVACARE CORP: Seeks Approval of Disclosure Statement
-----------------------------------------------------
Invacare Corporation, et al., filed a motion for entry of an order
approving the adequacy of the disclosure statement, approving the
solicitation and notice procedures with respect to confirmation of
the Joint Chapter 11 Plan of Invacare Corporation and its
debtor-affiliates, approving the forms of ballots and notices in
connection therewith, approving the rights offering procedures and
related materials, and scheduling certain dates with respect
thereto.
A hearing will be conducted on this matter on March 17, 2023 at
10:00 a.m. in Courtroom 401, 4th floor, 515 Rusk Street, Houston,
Texas 77002. Participation at the hearing will only be permitted by
an audio and video connection.
The Debtors propose these dates and deadlines with respect to
Confirmation of the Plan, subject to modification as necessary:
* The Voting Record Date will be on March 17, 2023.
* The Publication Deadline will be 4 Business Days after entry
of the Order (or as soon as reasonably practicable thereafter).
* The Solicitation Deadline will be 4 Business Days after entry
of the Order (or as soon as reasonably practicable thereafter).
* The 3018 Motion Deadline will be on April 6, 2023, at 5:00
p.m., prevailing Central Time.
* The Plan Supplement Deadline will be on April 13, 2023.
* The Voting Deadline will be on April 20, 2023, at 5:00 p.m.,
prevailing Central Time.
* The Plan Objection Deadline will be on April 20, 2023, at 5:00
p.m., prevailing Central Time.
* The Deadline to File Voting Report will be on April 24, 2023.
* The Confirmation Hearing will be on April 26, 2023, at
[●]:[●] [●].m.
The Debtors and their advisors worked with their major creditor
constituencies to finalize a restructuring support agreement that
provides a commitment for $60 million of new capital through a
rights offering and the deleveraging of the Debtors' balance sheet
by approximately $240 million. The Plan is the culmination of those
negotiations. The restructuring transactions embodied in the Plan
contemplate the following: (i) capacity to raise exit financing in
the form of two revolving credit facilities with availability up to
$40 million and $30 million, respectively (if necessary); (ii) a
senior secured first lien term loan facility up to $85 million that
will pay off a portion of the debtor-in-possession financing
facility and satisfy Term Loan Claims; (iii) issuance of senior
first lien secured convertible notes up to $41.5 million to satisfy
Secured Notes Claims; (iv) a $60 million preferred equity rights
offering allowing the Holders of Unsecured Notes Claims and General
Unsecured Claims the right to purchase, and requiring certain
Backstop Parties to purchase, New Preferred Equity; and (v) the
issuance of New Common Equity with respect to the portions of the
Unsecured Notes Claims and General Unsecured Claims that are not
exchanged pursuant to the Rights Offering.
The Plan contemplates the consummation of the Rights Offering to
raise new capital backstopped by the Backstop Parties on the terms
set forth in the Rights Offering Procedures. Subscription rights to
participate in the Rights Offering shall be distributed to eligible
record Holders of certain Allowed Claims. Specifically, in
accordance with the Rights Offering Procedures, New Intermediate
Holding Company (which is an entity that will be formed on the
effective date of the Plan to hold the New Preferred Equity) will
offer and sell New Preferred Equity, with such New Preferred Equity
to consist of (i) $60 million in New Money Preferred Equity fully
backstopped by the Backstop Parties in accordance with the Backstop
Commitment Agreement and (ii) $75 million of Exchangeable Preferred
Equity and with such Exchangeable Preferred Equity to be issued in
exchange (for full and final satisfaction on a dollar-for-dollar
basis at par) for participating Eligible Holders' Pro Rata share of
$75 million of Unsecured Notes Claims and General Unsecured Claims,
as provided in the Rights Offering Documents. The Rights Offering
is a key component of the Debtors' proposed restructuring and a key
source of value for eligible participants.
The Disclosure Statement provides adequate information with respect
to the Plan, ensuring that Holders of Claims and Interests entitled
to vote on the Plan will receive information of a kind and in
sufficient detail to make an informed judgment regarding acceptance
or rejection of the Plan.
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
J. Machir Stull, Esq.
Victoria N. Argeroplos, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
E-mail: mcavenaugh@jw.com
jwertz@jw.com
mstull@jw.com
vargeroplos@jw.com
- and -
Shawn M. Riley, Esq.
David A. Agay, Esq.
Nicholas M. Miller, Esq.
Maria G. Carr, Esq.
MCDONALD HOPKINS LLC
600 Superior Avenue, E., Suite 2100
Cleveland, OH 44114
Telephone: (216) 348-5400
Facsimile: (216) 348-5474
E-mail: sriley@mcdonaldhopkins.com
dagay@mcdonaldhopkins.com
nmiller@mcdonaldhopkins.com
mcarr@mcdonaldhopkins.com
Proposed Co-Counsel to the Debtors and Debtors in Possession:
Ryan Blaine Bennett, Esq.
Yusuf Salloum, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: ryan.bennett@kirkland.com
yusuf.salloum@kirkland.com
- and -
Erica D. Clark, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: erica.clark@kirkland.com
About Invacare Corporation
Invacare Corporation is engaged in the manufacturing of home
medical devices. It also provides clinical solutions for post-acute
care, rehab, homecare, and respiratory markets.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90068) on
January 31, 2023. In the petition signed by Kathleen Leneghan,
senior vice president and chief financial officer, the Debtor
disclosed up to $1 billion in both assets and liabilities.
The Debtors tapped Kirkland and Ellis, LLP and Kirkland and
International LLP as bankruptcy counsel, McDonald Hopkins, LLC as
bankruptcy co-counsel, Huron Consulting Group as restructuring
advisor, Miller Buckfire and Co. as financial advisor and
investment banker, and Epiq Corporate Restructuring, LLC, as
claims, noticing, and solicitation agent and administrative
advisor.
The DIP Term Loan Lenders led by Cantor Fitzgerald Securities, as
administrative agent, and GLAS Trust Corporation Limited, as
collateral agent, have retained Davis Polk & Wardwell LLP, Ducera
Partners, Porter Hedges LLP, Baker & McKenzie LLP, McDermott Will &
Emery LLP, Shipman & Goodwin LLP as advisors.
PNC Bank, National Association, and the ABL DIP Lenders, have
retained Blank Rome LLP, and B. Riley Advisory Services as
advisors.
INVACARE CORP: Unsecureds to Take Ownership in Plan
---------------------------------------------------
Invacare Corporation, et al., filed a Joint Chapter 11 Plan and a
Disclosure Statement
The Debtors and their advisors continued comprehensive
restructuring negotiations with their major creditor
constituencies, including Highbridge Capital Management, LLC, the
ABL Lenders, and an ad hoc group of certain holders of Unsecured
Notes (the "Ad Hoc Committee of Noteholders").
Extensive negotiations and discussions culminated in the
prearranged deal memorialized in the restructuring support
agreement (the "Restructuring Support Agreement") agreed to by
Highbridge, the ABL Lenders, the Ad Hoc Committee of Noteholders
(which consists of holders of over 66.67% in aggregate outstanding
principal amount of the Unsecured Notes), and Azurite Management
LLC (in its capacity as an Unsecured Noteholder).
The Restructuring Support Agreement provides the Debtors with a
clear roadmap for the Chapter 11 Cases, a commitment for $60
million of new capital through an equity rights offering, and an
actionable plan for deleveraging Invacare's balance sheet by
approximately $240 million.
In parallel, the Debtors also explored additional financing options
to fund the Chapter 11 Cases, canvassing the market and engaging in
DIP financing negotiations with the Term Loan Lenders and the ABL
Lenders. The Debtors' prepetition market check ultimately did not
yield any actionable third-party financing proposals. Accordingly,
as part of the Restructuring Support Agreement, the Debtors
negotiated the terms of the consensual use of cash collateral and
two debtor-in-possession financing facilities (the "DIP
Facilities") that provide for a:
* $70 million debtor-in-possession term loan financing facility
(the "DIP Term Loan Facility"), comprised of new money term loans
in an aggregate principal amount of up to $35 million (the "DIP New
Money Term Loans") and the conversion of up to $35 million in
aggregate principal amount of term loans outstanding under the Term
Loan Facility (as defined herein) (the "DIP Roll-Up Term Loans");
and
* $17.4 million debtor-in-possession revolving credit facility
(the "DIP ABL Facility"), comprised of $11.6 million in undrawn
commitments and a $5.8 million roll-up and conversion of drawn
revolving commitments under the ABL Facility (as defined herein).
On February 2, 2023, the Bankruptcy Court approved, on an interim
basis, the DIP Facilities. Specifically, the Bankruptcy Court
approved an initial draw of $17.5 million in DIP New Money Term
Loans and $17.5 million of DIP Roll-Up Term Loans as well as access
to $11.6 million in undrawn commitments and the roll-up of $5.8
million of drawn revolving commitments under the DIP ABL Facility.
Since the Petition Date, the Debtors have developed the
Restructuring Support Agreement into the Plan. The Plan places
Claims and Interests into various Classes and specifies the
treatment of each Class under the Plan:
* Class 1 (Other Secured Claims): Except to the extent that a
Holder of an Allowed Other Secured Claim agrees in writing to less
favorable treatment, in exchange for the full and final
satisfaction, settlement, release, and discharge of its Allowed
Other Secured Claim, each Holder of an Allowed Other Secured Claim
shall receive, at the option of the applicable Debtor or
Reorganized Debtor and with the reasonable consent of the
Consenting Term Loan Lender and the Consenting Secured Noteholders:
(i) payment in full in Cash in an amount equal to its Allowed Other
Secured Claim, (ii) the collateral securing its Allowed Other
Secured Claim, (iii) Reinstatement of its Allowed Other Secured
Claim, or (iv) such other treatment rendering its Allowed Other
Secured Claim Unimpaired in accordance with section 1124 of the
Bankruptcy Code.
* Class 2 (Other Priority Claims): Except to the extent that a
Holder of an Allowed Other Priority Claim agrees in writing to less
favorable treatment, in exchange for the full and final
satisfaction, settlement, release, and discharge of its Allowed
Other Priority Claim, each Holder of an Allowed Other Priority
Claim shall receive, at the option of the applicable Debtor or
Reorganized Debtor and with the reasonable consent of the
Consenting Term Loan Lender and the Consenting Secured Noteholders:
(i) payment in full in Cash or (ii) such other treatment rendering
such Claim Unimpaired in accordance with section 1129(a) of the
Bankruptcy Code.
* Class 3 (Term Loan Claims): On the Effective Date, except to
the extent that a Holder of an Allowed Term Loan Claim agrees in
writing to less favorable treatment, in exchange for the full and
final satisfaction, settlement, release, and discharge of its
Allowed Term Loan Claim, each Holder of an Allowed Term Loan Claim
shall receive on the Effective Date (i) with respect to Allowed
Term Loan Claims representing principal amounts owed, its Pro Rata
share of the Exit Term Loan Facility and (ii) with respect to all
other Allowed Term Loan Claims, payment in full in Cash. For the
avoidance of doubt, this will include the payment in Cash on the
Effective Date of all outstanding fees and expenses of the Term
Loan Agent, including legal fees and expenses, to the extent they
have not otherwise been paid.
* Class 4 (Secured Notes Claims): On the Effective Date, except
to the extent that a Holder of an Allowed Secured Notes Claim
agrees in writing to less favorable treatment, in exchange for the
full and final satisfaction, settlement, release, and discharge of
its Allowed Secured Notes Claim, each Holder of an Allowed Secured
Notes Claim shall receive (i) with respect to Allowed Secured Notes
Claims representing principal amounts owed, its Pro Rata share of
the Exit Secured Convertible Notes and (ii) with respect to all
other Allowed Secured Notes Claims, payment in full in Cash;
provided that, if applicable pursuant to and in accordance with
Article IV.C.3. of the Plan, such Holder will also receive its Pro
Rata share of the applicable portion of the Excess New Money in
Cash. For the avoidance of doubt, this will include the payment in
Cash on the Effective Date of all outstanding fees and expenses of
the Secured Notes Trustee, including legal fees and expenses, to
the extent they have not otherwise been paid.
* Class 5 (Unsecured Notes Claims): On the Effective Date,
except to the extent that a Holder of an Allowed Unsecured Notes
Claim agrees in writing to less favorable treatment, each Unsecured
Notes Claim shall be discharged and released, and each Holder of an
Allowed Unsecured Notes Claim shall receive, in full and final
satisfaction, settlement, release and discharge of and in exchange
for each Allowed Unsecured Notes Claim, its Pro Rata share of:
-- the Unsecured Noteholder Rights, in accordance with the
Rights Offering Procedures; and
-- with respect to any Residual Unsecured Notes Claims, its
share (on a Pro Rata basis with other Residual Unsecured Notes
Claims and Residual General Unsecured Claims) of 100% of the New
Common Equity (subject to dilution on account of the Exit Secured
Convertible Notes, the New Preferred Equity, the Backstop Equity
Premium, and the Management Incentive Plan).
* Class 6 (General Unsecured Claims): On the Effective Date,
except to the extent that a Holder of an Allowed General Unsecured
Claim agrees in writing to less favorable treatment, each General
Unsecured Claim shall be discharged and released, and each Holder
of an Allowed General Unsecured Claim shall receive, in full and
final satisfaction, settlement, release and discharge of and in
exchange for each Allowed General Unsecured Claim, its Pro Rata
share of (x) the General Unsecured Rights, in accordance with the
Rights Offering Procedures and (y) respect to any Residual General
Unsecured Claims, its share (on a Pro Rata basis with Residual
Unsecured Notes Claims and other Residual General Unsecured Claims)
of 100% of the New Common Equity (subject to dilution on account of
the Exit Secured Convertible Notes, the New Preferred Equity, the
Backstop Equity Premium, and the Management Incentive Plan).
* Class 7 (Intercompany Claims): Subject to the Restructuring
Transactions Memorandum, each Allowed Intercompany Claim shall be
Reinstated, distributed, contributed, set off, settled, cancelled
and released, or otherwise addressed at the election of the
Reorganized Debtors, with the reasonable consent of the Consenting
Term Loan Lender, the Consenting Secured Noteholder and the
Consenting Unsecured Noteholders, without any distribution.
* Class 8 (Intercompany Interests): Subject to the Restructuring
Transactions Memorandum, each Intercompany Interest shall be
Reinstated, distributed, contributed, set off, settled, cancelled
and released, or otherwise addressed at the election of the
Reorganized Debtors, with the reasonable consent of the Consenting
Term Loan Lender, the Consenting Secured Noteholder and the
Consenting Unsecured Noteholders, without any distribution.
* Class 9 (Existing Equity Interests): On the Effective Date,
and without the need for any further corporate or limited liability
company action or approval of any board of directors, board of
managers, members, shareholders or officers of any Debtor or
Reorganized Debtor, as applicable, all Existing Equity Interests
shall be discharged, cancelled, released, and extinguished without
any distribution, and will be of no further force or effect, and
each Holder of an Existing Equity Interest shall not receive or
retain any distribution, property, or other value on account of
such Existing Equity Interest.
* Class 10 (Section 510(b) Claims): On the Effective Date, all
Section 510(b) Claims shall be cancelled, released, discharged, and
extinguished as of the Effective Date and will be of no further
force or effect, and each Holder of a Section 510(b) Claim shall
not receive or retain any distribution, property, or other value on
account of its Section 510(b) Claim. Class 8 (Intercompany
Interests): Subject to the Restructuring Transactions Memorandum,
each Intercompany Interest shall be Reinstated, distributed,
contributed, set off, settled, cancelled and released, or otherwise
addressed at the election of the Reorganized Debtors, with the
reasonable consent of the Consenting Term Loan Lender, the
Consenting Secured Noteholder and the Consenting Unsecured
Noteholders, without any distribution.
Under the Plan, Class 5 Unsecured Notes Claims total $222.95
million. Class 6 General Unsecured Claims total $55 million.
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
J. Machir Stull, Esq.
Victoria N. Argeroplos, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
E-mail: mcavenaugh@jw.com
jwertz@jw.com
mstull@jw.com
vargeroplos@jw.com
- and -
Shawn M. Riley, Esq.
David A. Agay, Esq.
Nicholas M. Miller, Esq.
Maria G. Carr, Esq.
MCDONALD HOPKINS LLC
600 Superior Avenue, E., Suite 2100
Cleveland, OH 44114
Telephone: (216) 348-5400
Facsimile: (216) 348-5474
E-mail: sriley@mcdonaldhopkins.com
dagay@mcdonaldhopkins.com
nmiller@mcdonaldhopkins.com
mcarr@mcdonaldhopkins.com
Proposed Co-Counsel to the Debtors:
Ryan Blaine Bennett, Esq.
Yusuf Salloum, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: ryan.bennett@kirkland.com
yusuf.salloum@kirkland.com
- and -
Erica D. Clark, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: erica.clark@kirkland.com
A copy of the Disclosure Statement dated Feb. 15, 2023, is
available at https://bit.ly/3Kb1Rji from PacerMonitor.com.
About Invacare Corporation
Invacare Corporation is engaged in the manufacturing of home
medical devices. It also provides clinical solutions for post-acute
care, rehab, homecare, and respiratory markets.
Invacare Corporation and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 23-90068) on Jan. 31, 2023. In the petition signed by Kathleen
Leneghan, senior vice president and chief financial officer, the
Debtor disclosed up to $1 billion in both assets and liabilities.
The Debtors tapped Kirkland and Ellis, LLP and Kirkland and
International LLP as bankruptcy counsel, McDonald Hopkins, LLC as
bankruptcy co-counsel, Huron Consulting Group as restructuring
advisor, Miller Buckfire and Co. as financial advisor and
investment banker, and Epiq Corporate Restructuring, LLC, as
claims, noticing, and solicitation agent and administrative
advisor.
The DIP Term Loan Lenders led by Cantor Fitzgerald Securities, as
administrative agent, and GLAS Trust Corporation Limited, as
collateral agent, have retained Davis Polk & Wardwell LLP, Ducera
Partners, Porter Hedges LLP, Baker & McKenzie LLP, McDermott Will &
Emery LLP, Shipman & Goodwin LLP as advisors.
PNC Bank, National Association, and the ABL DIP Lenders, have
retained Blank Rome LLP, and B. Riley Advisory Services as
advisors.
IRIS HOLDING: S&P Downgrades ICR to 'B-', Outlook Stable
--------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Iris Holding
Inc. (IPG) to 'B-' from 'B'.
S&P said, "At the same time, we lowered our rating on the company's
secured term loan to 'B-' from 'B'. The '3' recovery rating is
unchanged. We also lowered our rating on the company's senior
unsecured notes to 'CCC' from 'CCC+'. The '6' recovery rating on
this debt is unchanged.
"The stable outlook reflects our view that the company's recent
operational issues are temporary and that its profitability should
significantly recover over the next 12 months. We expect this would
contribute to positive FOCF and adjusted EBITDA interest coverage
well above 1.0x during the outlook period.
"The downgrade primarily reflects credit measures that are weaker
than we had previously expected, stemming from operational issues
and higher interest rates. A tight labor market and supply-chain
inefficiencies from raw material shortages contributed to
weaker-than-expected volumes and profitability for IPG in 2022. In
our view, these issues are for the most part temporary, and
operating conditions should meaningfully improve over the next few
quarters. We also believe that the company will implement price
increases this year to partially offset higher labor costs and that
prices for resin, a key raw material, will decline modestly. This
should contribute to adjusted EBITDA margins increasing to the
mid-teen area over the next couple of years, albeit still lower
than we had previously assumed. However, we expect demand for IPG's
products will soften this year based on our view that the U.S. will
likely enter a mild recession and customer inventories are somewhat
elevated. As a result, we forecast adjusted debt to EBITDA in the
high-8.0x area in 2023 and in the mid-7.0x area in 2024, which is
higher than we had expected and above our previously stated
downgrade trigger of 7.0x.
"In addition, we expect higher short-term interest rates will
further constrain FOCF and interest coverage ratios. More than
three-quarters of IPG's debt is variable rate, and we assume the
average benchmark interest rate on this debt over the next couple
of years will be 150-300 basis points higher than it was in 2022.
Under these assumptions, we expect adjusted EBITDA interest
coverage of about 1.2x-1.4x in 2023 and 1.6x-1.8x in 2024.
"Our prospective financial metrics hinge on operational
improvements. Our adjusted metrics are dependent on the company's
ability to raise prices and increase revenue in the mid-single
digit area while lowering manufacturing costs. It must accomplish
this at a time when we anticipate the U.S. will enter a mild
recession, which we assume will contribute to lower volume demand
for IPG's products. We expect channel destocking through the first
half of the year in the company's business-to-business and
industrial segments, which are more vulnerable to weaker
macroeconomic conditions, in our view."
Nevertheless, IPG has a history of implementing pass-through
pricing, which helped the company preserve its EBITDA margins when
raw material costs, including resin, spiked in 2021. In addition,
the company's products (primarily tapes, films, and protective
packaging) comprise a small percentage of the costs of the end
products sold by its customers. This, combined with IPG's position
as the second-largest tape producer in North America, should enable
it to raise prices this year to partially offset cost inflation and
lower volume.
S&P said, "The stable outlook reflects our view that the company's
recent operational issues are temporary, and its profitability
should significantly recover over the next 12 months. We expect
this would contribute to positive FOCF and adjusted EBITDA interest
coverage remaining well above 1.0x during the outlook period.
"We could lower our rating on IPG within the next 12 months if we
consider the company's capital structure unsustainable. In this
scenario, the company would generate negative adjusted FOCF,
adjusted EBITDA interest coverage would approach 1.0x, or its
liquidity position would deteriorate significantly. This could
occur if IPG continues to face operational issues that constrain
profitability, or the U.S. enters a recession that is more severe
than we anticipate.
"Although unlikely within the next 12 months, we could raise our
rating on IPG if adjusted debt to EBITDA improves to below 7.0x and
adjusted EBITDA interest coverage to well above 1.5x, and we
believe the company can maintain these levels. Under this scenario,
we would also expect IPG to generate relatively steady EBITDA,
supported by low-to-mid single-digit annual revenue growth and
adjusted EBITDA margins in the mid-teens."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of Iris Holding Inc. 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 their generally finite holding periods and a focus on
maximizing shareholder returns."
JUST BELIEVE: Unsecureds to Get Some Recovery From Sale
-------------------------------------------------------
Just Believe Recovery Center of Port Saint Lucie, LLC and Just
Believe Recovery Center, LLC submitted a Second Amended Joint
Disclosure Statement.
During the course of this case, the Debtor determined that even
with a reorganization, it would be unable to survive. The Debtor
employed a business broker who specializes in this field with the
hope of locating a buyer. The Debtor then entered into a contract
to sell the business real property and personal property located at
699 Airoso Boulevard, Port St. Lucie, Florida and filed a Motion to
Approve Sale Contract with Medicorum Acquisition Fund, LLC pursuant
to 11 U.S.C. Sec. 363. The Motion was approved by this Court on a
hearing on November 1, 2022 and by way of the Order Granting Just
Believe Recovery Center of Port Saint Lucie, LLC's Emergency Motion
to Approve Sale Contract with Medicorum Acquisition Fund LLC.
As set forth in the Sale Motion, there are two separate contracts:
(i) the sale of the real property located at 699 Airoso Boulevard,
Port St. Lucie, Florida 34983 for $5,000,000 and the sale of the
business assets for $400,000, with a $5,000 down payment and a
Promissory Note for $395,000 to be paid at 5% interest in monthly
payments over 18 months. These loan payments will be first used
satisfy any unpaid pre-confirmation administrative expenses and
then to fund Classes6 and 7 the unsecured creditor classes.
Postconfirmation administrative expenses incurred by counsel for
the Debtor to bring the case to closure shall also be paid from
this loan payment.
Subject to any objections sustained by the Court, amounts due to
Secured Creditors shall be paid to those creditors directly upon
Closing. Also at Closing, subject to any objections sustained by
the Court, all Priority Unsecured Claims paid in full as set forth
in each Creditor's Proof of Claim, ("Allowed Priority Claims").
The Debtor shall have no further operation upon Closing of the
transaction. During the course of the case, the Debtor entered into
an agreement for repayment of past due rent with Ocean Breeze
Station, LLC, the Debtor's landlord at its administrative offices.
The Debtor submits that there will be sufficient net sales proceeds
to make all distributions to Classes 1-5, as well as a pro rata
distribution to Classes 6 and 7.
Class Six Convenience Class of Unsecured Creditors consists of
General Unsecured Creditors that have claims of $25,000.00 or less
subject to any Objections that are filed and sustained by the
Court. These claims shall be paid 10% of their claim on the
Effective Date. These claims are impaired.
Class Seven General Unsecured Creditors include all other allowed
claims of Unsecured Creditors, subject to any Objections that have
been or will be filed and sustained by the Court. The undisputed
general unsecured claims shall receive a pro rata distribution from
the net proceeds of the sale over a period of 18 months beginning
120 days after Closing. These claims are impaired.
Attorneys for the Debtor:
Dana Kaplan, Esq.
KELLEY, FULTON, KAPLAN & ELLER, P.L.
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, FL 33401
Telephone: (561) 491-1200
Facsimile: (561) 684-3773
A copy of the Disclosure Statement dated Feb. 15, 2023, is
available at https://bit.ly/3S7yOPp from PacerMonitor.com.
About Just Believe Recovery Center
Just Believe Recovery Center of Port Saint Lucie --
https://justbelieverecoverycenter.com/ -- is a drug and alcohol
addiction rehabilitation and detox facility with locations in
Florida and Pennsylvania.
Just Believe Recovery Center of Port Saint Lucie sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case
No. 22-15739) on July 27, 2022, listing up to $50,000 in assets and
up to $10 million in liabilities. Its affiliate, Just Believe
Recovery Center, LLC filed for Chapter 11 protection (Bankr. S.D.
Fla. Case No. 22-16046) on Aug. 4, 2022, listing up to $50,000 in
assets and up to $10 million in liabilities. The cases are jointly
administered under Case No. 22-15739.
Judge Mindy A. Mora oversees the cases.
Kelley Fulton Kaplan & Eller, P.L. is the Debtors' legal counsel.
KAWEAH DELTA: Moody's Confirms 'Ba1' Revenue Bond Ratings
---------------------------------------------------------
Moody's Investors Service has confirmed Kaweah Delta Health Care
District, CA's (KDHCD) Ba1 revenue bond ratings. This action
concludes Moody's rating review for possible downgrade that was
initiated on December 7, 2022. The outlook is negative. The
system has $218 million of revenue backed debt outstanding.
RATINGS RATIONALE
Confirmation of the Ba1 reflects expectations for a continued
reduction in operating cash flow losses following the
implementation of KDHCD's performance improvement plan. The system
has made significant headway through January 31, 2023 and has
reduced operating losses by more than half when comparing on a
quarter over quarter basis for fiscal 2023. Management projects for
just over break-even operating cash flow for fiscal 2023 which
would not only be a paramount improvement over first quarter fiscal
2023 results but an improvement over fiscal 2022 as well. That
said, projected fiscal 2023 results rely on additional significant
savings through the remainder of the year which creates a high
hurdle even with demonstrated success. Unrestricted cash reserves
will decline further to roughly 70 days cash on hand at FYE 2023.
The system breached its debt service reserve fund covenant at
December 31, 2022 which will require funding of a debt service
reserve fund at maximum annual debt service of roughly $18 million.
The confluence of weak financial performance and declining
reserves will challenge financial covenants for June 30, 2023 with
expectations for a breach. It is Moody's understanding that a
failure to clear financial covenants would require a consultant
call-in. Favorably, positive operating cash flow is expected for
fiscal 2024 and although cash metrics will improve, measures will
remain significantly weaker than historical.
The Ba1 rating favorably incorporates the system's distinctly
leading market position as the major tertiary referral center for
Tulare County, which has allowed for good revenue growth.
Additional strengths include an all fixed rate debt structure and
conservative investment portfolio, although the district carries a
high Moody's adjusted pension liability.
RATING OUTLOOK
The negative outlook reflects the risks to achieving projected
results for year-end and into fiscal 2024, and a thin cash cushion
to absorb any potential cash losses from operations should
performance improvement stall.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Significantly higher and sustained operating
cashflow margin
-- Sustained and notable increase in absolute cash and
investments and days cash on hand
-- Meaningful improvement in leverage metrics
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Material variance to projected fiscal 2023 operating
cash flow margins
-- A decline in unrestricted cash reserves and cash
metrics that is beyond expectations
LEGAL SECURITY
Revenue bonds are secured by a gross revenue pledge of Kaweah Delta
Health Care District. There is no debt service reserve fund
required except in the event the District fails to meet conditions
contained in the bond indenture.
Inability to meet a 1.5x cushion ratio test and 1.35x maximum
annual debt service coverage test at June 30 and December 31 of
each year would require the funding of a debt service reserve fund
at maximum annual debt service. The system did not clear the
financial covenants for December 31, 2022 and will need to fund
debt service. Failure to fund the debt service reserve fund within
30 days of reporting could trigger an event of default absent an
amendment or waiver provided by the trustee.
Additional covenants include a cash on hand test of a minimum 90
days and a long term debt service coverage test of 1.25x (or 1.1
with at least 75 days cash on hand). These covenants are measured
annually at June 30. Failure to clear these tests would require a
consultant call-in. According to the bond documents, the system
would be in compliance as long as it is following the consultant's
recommendations and the consultant projects long term debt service
coverage of 1x.
PROFILE
KDHCD operates a variety of health care facilities including
435-licensed bed Kaweah Delta Medical Center, a skilled nursing
facility, a mental health hospital, a rehabilitation hospital, a
dialysis center, and various other outpatient facilities including
five hospital based federally-qualified rural health clinics. All
combined, KDHCD has 613 licensed beds across its various campuses.
Facilities are concentrated in Visalia, CA, and the Medical Center
functions as the major tertiary referral center for Tulare County.
Services include level III trauma, community-level NICU (as
designated by the California Children's Services (CCS) program),
comprehensive neurosurgery, cardiac and vascular surgery, robotic
surgery, comprehensive cardiac and pulmonary rehabilitation,
stroke, a variety of graduate medical education (GME) programs, and
other standard comprehensive tertiary services.
METHODOLOGY
The principal methodology used in these ratings was Not-For-Profit
Healthcare published in December 2018.
KROLLMOTION TECHNOLOGIES: Taps Michael Jay Berger as Counsel
------------------------------------------------------------
Krollmotion Technologies, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire the
Law Offices of Michael Jay Berger as its legal counsel.
The firm's services include:
(a) assisting the Debtor in drafting its bankruptcy schedules,
statement of financial affairs, and other necessary documents;
(b) assisting the Debtor in complying the requirements of the
Office of the U.S. Trustee;
(c) communicating with creditors to explain the facts and
circumstances surrounding the Debtor's Chapter 11 case,
investigating possible claims against the Debtor, and seeking its
cooperation with regards to the continued business of the Debtor;
(d) performing other necessary legal services.
The hourly rates of the firm's attorneys and staff are as follows:
Michael Jay Berger, Esq. $595
Sofya Davtyan, Senior Associate Attorney $545
Carolyn M. Afari, Mid-level Associate Attorney $435
Robert Poteete, Mid-level Associate Attorney $435
Gary Baddin, Bankruptcy Analyst/Field Agent $275
Senior Paralegals and Law Clerks $250
Bankruptcy Paralegals $200
The firm received a $20,000 retainer.
Michael Jay Berger, Esq., the sole owner of the Law Offices of
Michael Jay Berger, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Blvd., 6th Floor
Beverly Hills, CA 90212-2929
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About Krollmotion Technologies
Krollmotion Technologies, Inc., doing business as Anytime Fitness,
is a 24-hour health and fitness club headquartered in Woodbury,
Minn. It operates over 4,000 franchised locations in 30 countries.
Krollmotion Technologies filed its voluntary petition for relief
under Chapter 11 of the Bankrutpcy Code (Bankr. C.D. Calif. Case
No.23-10113) on Feb. 16, 2023. In the petition signed by its chief
executive officer, George P. Kroii, the Debtor reported $50,001 to
$100,000 in assets and $500,001 to $1 million in liabilities.
Judge Ronald A. Clifford III oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger
represents the Debtor as counsel.
LAZY J. RANCH: Seeks to Hire Summit Commercial as Broker
--------------------------------------------------------
Lazy J. Ranch Corporation seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to employ Summit
Commercial, LLC.
The Debtor requires a real estate broker to market and sell its
real properties located at 202-204 E. Main St., Niles, Mich.;
100-102 E. Ferry St., Berrien Springs, Mich.; 5200 M-139, Saint
Joseph, Mich.; and 1305 Kristen Path, Saint Joseph, Mich.
The firm will be paid a commission of 6 percent of the sales price
for each property.
Bunia Parker, a principal at Summit Commercial, 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:
Bunia Parker
Summit Commercial, LLC
1407 Randolph, Ste. 300
Detroit, MI 48226
Tel: (313) 872-1300
Fax: (313) 872-1300
Email: parker@summitcommercialllc.com
About Lazy J. Ranch Corporation
Lazy J. Ranch Corporation filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No.
23-00137) on Jan. 20, 2023. Kelly M. Hagan has been appointed as
Subchapter V trustee.
Maxwell Dunn, PLC serves as the Debtor's legal counsel.
LUMEN TECHNOLOGIES: Moody's Cuts CFR to B2 & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service downgraded Lumen Technologies, Inc.'s
corporate family rating to B2 from Ba3 and its probability of
default rating to B2-PD from Ba3-PD. Moody's also downgraded the
following: 1) Lumen's senior secured rating to B3 from Ba3 and its
senior unsecured rating to Caa1 from B2, 2) Level 3 Financing,
Inc.'s (Level 3) senior secured rating to Ba2 from Ba1 and its
senior unsecured rating to B1 from Ba3 and 3) Qwest Corporation's
(Qwest) senior unsecured rating to B1 from Ba2. The company's
speculative grade liquidity rating was downgraded to SGL-3 from
SGL-2, reflecting adequate liquidity. The rating outlook was
changed to negative from stable.
The downgrades and change in outlook to negative reflect, in part,
Lumen's governance weaknesses. These include a departure from the
company's prior financial strategy and risk management practices
and an inconsistent track record. The inconsistent track record is
evidenced by the company's prolonged difficulties meaningfully
lowering revenue contraction rates across its business segments.
Moody's believes Lumen's current departure from its prior financial
strategy and risk management practices is highlighted by its
significant dispositions of higher margin, non-core businesses in
2022 which have reduced operating scale, contributed to lower
overall margins and lower than expected forward EBITDA, and
resulted in elevated debt leverage (Moody's adjusted) and weaker
free cash flow over at least the next two years which may impair
financial flexibility. Lumen had been focusing on achieving a
longstanding stated financial policy goal of a company-defined net
leverage target of 2.75x to 3.25x. With significant debt maturities
beginning in January 2025 that will rise to over $9 billion of debt
due in 2027, Lumen will need to execute well on its latest
turnaround strategy which needs to deliver solid revenue and EBITDA
growth inflection beginning in 2025.
Downgrades:
Issuer: Lumen Technologies, Inc.
Corporate Family Rating, Downgraded to B2 from Ba3
Probability of Default Rating, Downgraded to B2-PD
from Ba3-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3
from SGL-2
Backed Senior Secured Bank Credit Facility, Downgraded t
B3 (LGD5) from Ba3 (LGD4)
Senior Secured Regular Bond/Debenture, Downgraded to
B3 (LGD5) from Ba3 (LGD4)
Senior Unsecured Regular Bond/Debenture, Downgraded to
Caa1 (LGD6) from B2 (LGD5)
Issuer: Level 3 Financing, Inc.
Senior Secured Bank Credit Facility, Downgraded to Ba2 (LGD2)
from Ba1 (LGD2)
Backed Senior Secured Regular Bond/Debenture, Downgraded
to Ba2 (LGD2) from Ba1 (LGD2)
Backed Senior Unsecured Regular Bond/Debenture, Downgraded
to B1 (LGD3) from Ba3 (LGD4)
Issuer: Qwest Corporation
Senior Unsecured Regular Bond/Debenture, Downgraded to
B1 (LGD3) from Ba2 (LGD3)
Senior Unsecured Regular Bond/Debenture, Downgraded to
B1 (LGD3) from Ba2(LGD 3)
Senior Unsecured Regular Bond/Debenture, Downgraded to
B1 (LGD3) from Ba2 (LGD3)
Underlying Senior Unsecured Regular Bond/Debenture,
Downgraded to B1 (LGD3) from Ba2 (LGD3)
Outlook Actions:
Issuer: Lumen Technologies, Inc.
Outlook, Changed To Negative From Stable
Issuer: Level 3 Financing, Inc.
Outlook, Changed To Negative From Stable
Issuer: Qwest Corporation
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Lumen's B2 CFR reflects heightened execution risks given more
limited financial flexibility as a result of reduced operating
scale post the company's significant recent and pending
dispositions of higher margin businesses. Proceeds from the
dispositions enabled substantial debt reductions, but slowing the
pace of revenue contraction across Lumen's many business segments
has proven persistently difficult and it will likely take 18-24
months before the company's most recent and further-refined
business strategy might provide evidence of revenue and EBITDA
inflection and business model sustainability. While Lumen's full
dividend elimination in 2022 benefits discretionary cash flow, the
urgent necessity to both maintain high capital intensity and target
capital allocation very efficiently to improve growth prospects and
market positioning results in negative free cash flow over at least
the next two years, in Moody's view. Moody's further believes that
the level of capital investing that Lumen may actually require to
defend its competitive market profile could be even greater than
what the current capital structure allows. There is little cushion
for error in Lumen's execution strategy given tightening liquidity
and sizable debt maturities over a three-year period beginning in
January 2025.
However, Moody's also believes Lumen has several immediately viable
and solid levers to bolster liquidity to aid in debt paydowns and
debt maturity extensions. These include accessing borrowing
capacity at both Level 3 and Qwest, delaying less critical but
still sizable elements of current capital investing plans, raising
additional cash from the sale of other assets (including
non-essential property) and cutting costs through additional
operating efficiencies. Further, the company's ability to
outperform its own expectations and more quickly slow the pace of
revenue contraction across its business segments remains
meaningful. The company's now better-targeted approach to timing
outreach to legacy customers significantly raises the potential for
success migrating such customers to newer products and services. A
well-crafted new sales quota system will effectively incentivize a
greater focus on new product and services sales, which are key to
Lumen's growth sustainability, in conjunction with legacy product
sales. Moody's believes these revamped sales incentives could
result in strong new logo growth in Lumen's mid-market enterprise
segment, an end market with potentially compelling upside for the
company. Lastly, assuming steady execution of its Mass Markets'
fiber network buildout strategy over the next two years, Moody's
believes value could be unlocked in several ways to potentially
enhance future financial flexibility.
Lumen historically demonstrated fairly consistent cost cutting
success which had significantly offset the impact of revenue
weakness on operating margins, but Moody's believes significant
cost cutting opportunities are dwindling and that only incremental
cost cutting is likely going forward. Lumen's company-calculated
adjusted EBITDA margin for Q4 2022 of 36.7% was 50 basis points
lower compared with the same period a year ago. Company-calculated
adjusted EBITDA margins had been increasing steadily since the 2017
close of the company's acquisition of Level 3, mainly through
headcount reductions and cost efficiencies. Going forward Moody's
expects EBITDA margins (Moody's adjusted) will remain in the low
30% area over the next two years. As of September 30, 2022, Lumen's
leverage (Moody's adjusted) was 3.8x, unadjusted for asset
dispositions. Moody's currently projects debt leverage (Moody's
adjusted) of 4.5x and 4.7x at year-end 2023 and 2024,
respectively.
Moody's expects Lumen to have adequate liquidity over the next 12
months, as reflected by its SGL-3 speculative grade liquidity
rating and supported by $1.3 billion cash on hand as of December
31, 2022 and Moody's expectation of around $1.0 billion of negative
free cash flow for full year 2023. Excluding a one-time 2023 tax
payment associated with gains on recent asset dispositions, this
expectation of approximately $1.0 billion of negative free cash
flow would be nearer breakeven. The company had no current debt
maturities as of December 31, 2022. As of December 31, 2022 Lumen
also had full availability under its $2.2 billion senior secured
revolving credit facility maturing in January 2025. With respect to
the term loan A and term loan A-1 facilities ($1.3 billion
outstanding as of December 31, 2022) and the revolver, the credit
agreement requires Lumen to maintain a total leverage ratio of not
more than 4.75x and a minimum consolidated interest coverage ratio
of at least 2.0x. The term loan B facility is not subject to the
leverage or interest coverage maintenance covenants. Moody's
estimates Lumen will remain in compliance with the total leverage
ratio and interest coverage ratio for the next 12 months, although
the ratio could tighten in the future which could limit effective
availability.
The instrument ratings reflect both the probability of default of
Lumen, as reflected in the B2-PD probability of default rating, an
average expected family recovery rate of 50% at default and the
loss given default (LGD) assessment of the debt instruments in the
capital structure based on a priority of claims.
Lumen's corporate structure includes two layers of debt
(secured/unsecured) at the holding company (Lumen Technologies,
Inc.) level and two main operating company credit pools (Qwest
Corporation and Level 3 Parent, LLC) with multiple classes of debt
within each.
At the Lumen Technologies, Inc. holding company level, Moody's
rates the company's senior secured credit facilities B3; these
senior secured credit facilities include a revolver, term loan A,
term loan A-1 and term loan B. Senior secured notes at this holding
company level are also rated B3. The B3 rating reflects the senior
position of these senior secured instruments ahead of Lumen's Caa1
rated unsecured debt. The senior secured credit facilities are
guaranteed by Qwest Communications International, Inc., Qwest
Services Corp., CenturyTel Holdings, Inc., CenturyLink
Communications, LLC and Centel Corporation. Qwest Capital Funding,
Inc. is an unsecured guarantor. Wildcat Holdco LLC (parent of Level
3 Parent, LLC) provides a pledge of stock. However, Moody's treats
these credit facilities as subordinated to the debt of Qwest and
Level 3 given the lack of operating subsidiary guarantees. The Caa1
senior unsecured rating reflects its junior position in the capital
structure at the holding company level and the significant amount
of senior debt, including as of December 31, 2022: $10.2 billion of
debt at Lumen, $7.9 billion of debt at Level 3, $2.2 billion of
debt at Qwest and $0.2 billion of debt at Qwest Capital Funding,
Inc.
The senior unsecured debt of Qwest is rated B1 based on its
structural seniority and the low leverage tolerance of Qwest's
business and credit profile (Moody's adjusted debt leverage was
0.6x as of September 30, 2022 -- a financial maintenance covenant
allows for 2.85x debt leverage at the entity). The senior unsecured
notes of Level 3 are rated B1, reflecting their structural
seniority to Level 3 Parent, LLC and junior position relative to
Level 3's senior secured bank credit facility and senior secured
notes which are rated Ba2. Leverage within the Level 3 Parent LLC
credit pool was approximately 3.2x (Moody's adjusted) as of
September 30, 2022 -- a debt incurrence test allows for 5.75x debt
leverage at the Level 3 entity.
Lumen's ESG Credit Impact Score was changed to CIS-4 (Highly
Negative) from CIS-3 (Moderately Negative) reflecting increasingly
aggressive financial strategy and risk management practices as the
company is operating with elevated debt leverage in a capital
intensive and competitive industry, as well as an inconsistent
track record as evidenced by the company's prolonged difficulties
meaningfully lowering revenue contraction rates across its business
segments. The Governance IPS Score was changed to G-4 (Highly
Negative) from G-3 (Moderately Negative). Lumen's significant
increase in network capital investing is necessary to strengthen
its market positioning, but this also currently weakens the
company's financial flexibility and limits its cushion for error
executing its latest turnaround strategy, one that more urgently
seeks to reorient the company's focus on products and services with
high growth potential to offset current mid-single digit revenue
contraction across the bulk of its enterprise and consumer end
markets. While a full dividend elimination in 2022 aids
discretionary cash flow, even greater capital intensity may be
necessary to stabilize revenue trends ahead of looming and very
sizable debt refinancing needs over a three-year period beginning
in early 2025.
The negative outlook reflects Lumen's more limited financial
flexibility as a result of reduced operating scale, lower EBITDA
and weaker EBITDA margins post its recent dispositions of higher
margin businesses, as well as continued and persistent revenue
contraction pressures across enterprise and consumer business
segments and the necessity of increased capital intensity to
improve growth prospects and market positioning. Lumen's tightening
liquidity and sizable debt maturities over a three-year period
beginning in January 2025 provide little cushion for error in its
execution of a recently and further refined business turnaround
strategy under new management direction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's could downgrade Lumen's CFR if: 1) the pace of revenue
contraction across the bulk of the company's business segments is
not expected to steadily and sustainably slow over the next 12-18
months, 2) targeted capital investing to grow fiber-enabled
locations proves insufficient to deliver a fully sustained
flattening of negative aggregate broadband revenue trends within
its Mass Markets segment in 2023, 3) the disposition of EMEA assets
is delayed or prohibited from closing for regulatory or other
reasons, 4) free cash flow is expected to become significantly
negative on a sustained basis, 5) the company's liquidity and/or
access to capital markets materially deteriorates, or 6) the
company is unable or unwilling to refinance its senior credit
facilities due January 31, 2025 over the next few quarters. In
addition, the rating could be further downgraded if there is
deterioration of Lumen's competitive market positioning
irrespective of its credit metrics.
Moody's could upgrade Lumen's CFR if: 1) both revenue and EBITDA
had first stabilized and inflected for a sustained period of at
least 12-18 months, 2) leverage (Moody's adjusted) is expected to
be sustained below 4.5x, 3) free cash flow to debt was in the
mid-single digit percentage range and 4) liquidity improves and is
considered good.
The principal methodology used in these ratings was
Telecommunications Service Providers published in September 2022.
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base. The company generated $17.5 billion in revenue over the last
12 months ended December 31, 2022.
MACEDON CONSULTING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Macedon Consulting Inc.
d/b/a Macedon Technologies
11700 Plaza America Drive, Suite 200
Reston, VA 20190-4793
Business Description: Macedon is a computer software company that
offers IT services and solutions.
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
Eastern District of Virginia
Case No.: 23-10300
Debtor's Counsel: Michael E. Hastings, Esq.
WOODS ROGERS VANDEVENTER BLACK PLC
10 S. Jefferson St., Ste. 1800
Roanoke, VA 24011
Tel: (540) 983-7568
Fax: (540) 724-7441
Email: michael.hastings@wrvblaw.com
Total Assets: $8,367,613
Total Liabilities: $2,838,342
The petition was signed by Austin Rosenfeld as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/GMZSTKA/Macedon_Consulting_Inc__vaebke-23-10300__0001.0.pdf?mcid=tGE4TAMA
MATTIES HOME: Gets OK to Hire Bach Law Offices as Counsel
---------------------------------------------------------
Matties Home Daycare, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Bach Law Offices, Inc. as counsel.
The firm's services include negotiating with creditors; preparing a
Chapter 11 plan and disclosure statement; examining and resolving
claims filed against the estate; preparing and prosecuting
adversary matters; and representing the Debtor in matters before
the court.
The firm will be paid at the rate of $425 per hour and will be
reimbursed for out-of-pocket expenses incurred. It received from
the Debtor a retainer of $10,000.
Penelope Bach, Esq., a partner at Bach Law Offices, 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:
Penelope N. Bach, Esq.
Bach Law Offices, Inc.
P.O. Box 1285
Northbrook, IL 60062
Tel: (847) 564-0808
Email: pnbach@bachoffices.com
About Matties Home Daycare
Matties Home Daycare, LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 23-00094) on Jan. 4, 2023, with as much
as $1 million in both assets and liabilities. Judge Donald R.
Cassling oversees the case.
The Debtor is represented by Penelope N. Bach, Esq., at Bach Law
Offices, Inc.
MIGI ASSET: Seeks to Hire Kenneth L. Baum as Bankruptcy Counsel
---------------------------------------------------------------
Migi Asset Acquisition, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire the Law Offices
of Kenneth L. Baum, LLC as its counsel.
The firm's services include:
a) advising the Debtor with respect to its rights, powers and
obligations in the continued management of its assets and affairs;
b) advising and consulting the Debtor on the conduct of its
Chapter 11 case, including all the legal and administrative
requirements of being in Chapter 11;
c) taking all necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of actions commenced against the estate, and
negotiations concerning litigation in which the Debtor may be
involved, including objections to claims filed against its estate;
d) preparing legal papers;
e) negotiating and preparing a plan of reorganization,
disclosure statement and all related documents and taking any
necessary action to obtain confirmation of such plan;
f) advising the Debtor in connection with the sale of its
assets;
g) attending meetings and negotiating with representatives of
creditors and other parties in interest;
h) appearing before the bankruptcy court, any appellate
courts, and the Office of the U.S. Trustee; and
i) other necessary legal services.
The firm will be paid at these rates:
Members $375 per hour
Paralegals $135 per hour
Kenneth L. Baum, Member $375 per hour
Deborah DiPiazza, Paralegal $135 per hour
As disclosed in the court filings, the Law Offices of Kenneth L.
Baum is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code,
The firm can be reached through:
Kenneth L. Baum, Esq.
Law Offices of Kenneth L. Baum, LLC
201 W. Passaic Street, Suite 104
Rochelle Park, NJ 07662
Phone: (201) 853-3030
Fax: (201) 584-0297
About Migi Asset Acquisition, LLC
Migi Asset Acquisition, LLC is a single asset real estate as
defined in 11 U.S.C. Section 101(51B). The company is based in
Albany, N.Y.
Migi Asset Acquisition filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
23-21110) on Feb. 9, 2023, with up to $50,000 in assets and $1
million to $10 million in liabilities.
Kenneth L. Baum, Esq., at the Law Offices of Kenneth L. Baum, LLC
represents the Debtor as counsel.
MILLERS HOME: Gets OK to Hire SL Briggs as Financial Advisor
------------------------------------------------------------
Millers Home Repair Remodeling & Design received approval from the
U.S. Bankruptcy Court for the District of Colorado to hire SL
Briggs, A Division of SingerLewak, LLP as its financial advisor.
The firm's services include:
(a) reviewing and amending, as necessary the Debtor's books
and records;
(b) advising the Debtor on improving its existing accounting
systems;
(c) assisting the Debtor, as necessary, with transitioning to
a debtor-in-possession bank account;
(d) preparing updated financial statements;
(e) assisting the Debtor with the preparation of required
financial reporting to the bankruptcy court as well as financial
projections pertaining to any required budgets and a plan or
reorganization.
The firm will charge $250 to $600 per hour for its partners and
$175 per hour for its associates. The SL Briggs professionals who
will be providing the services are:
Mark Dennis, Partner $425 per hour
Mariem Skalli, Associate $175 per hour
Alexandria DeKay, Associate $175 per hour
The firm received a pre-bankruptcy retainer in the amount of
$5,000.
Mark Dennis, a partner at SL Biggs, 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:
Mark Dennis
SL Biggs
2000 S. Colorado Blvd., Tower 2, Suite 200
Denver, CO 80222
Tel: 303-694-6700
Fax: 303-759-2727
Email: MDennis@SLBiggs.com
About Millers Home Repair Remodeling & Design
Millers Home Repair Remodeling & Design sought protection for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo.
Case No. 23-10347) on Feb. 1, 2023, with up to $50,000 in assets
and $500,001 to $1 million in liabilities.
Stuart J. Carr, P.C. and SL Briggs, A Division of SingerLewak, LLP
serve as the Debtor's legal counsel and financial advisor,
respectively.
MOBITEK LLC: Unsecureds to Recover 28% to 31% in Subchapter V Plan
------------------------------------------------------------------
Mobitek, LLC, submitted an Amended Plan of Reorganization under
Subchapter V dated Feb. 23, 2023.
This Amended Plan of Reorganization proposes to pay creditors of
the Debtor from the operating income derived from continued and
future business operations.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable for the 57-month period of $40,082.
The final Plan payment is expected to be paid in December 2027, or
57 months after the effective date of the Plan.
The Plan provides for full payment of administrative expenses and
priority claims. Nonpriority unsecured creditors holding allowed
claims will receive distributions, which the proponent of this Plan
has valued at an approximate range of 28 to 31 cents on the
dollar.
Class 3 consists of the holders of allowed general unsecured
claims. Class 3 is impaired, and will be paid the distribution of
28-31% over the lifespan of the Plan.
The Debtor estimates revenues would be generated based on the
continuation of its retail operations.
Upon the effective date of the Plan, all property and assets of the
Debtor shall re-vest in the Debtor, free and clear of all Claims,
Liens, encumbrances, charges, and other interests. Such vesting
does not constitute a voidable transfer under the Code or
applicable non-bankruptcy law.
A full-text copy of the Amended Plan dated February 23, 2023 is
available at https://bit.ly/3J1mddY from PacerMonitor.com at no
charge.
Counsel for Debtor:
David A. Ray, Esq.
David A. Ray, PA
303 Southwest 6th Street
Fort Lauderdale, FL 33315
Telephone: (954) 399-0105
Email: dray@draypa.com
About Mobitek LLC
Mobitek, LLC, is a Florida limited liability company providing
retail sales and repairs for mobile phones and related accessories.
Mobitek filed its voluntary petition for relief under Chapter 11 of
the Bankrutpcy Code (Bankr. S.D. Fla. Case No. 22-18538) on Nov. 1,
2022. In the petition signed by Fadi Jaafar as manager, the Debtor
disclosed $47,320 in assets and $1,054,423 in liabilities. Judge
Robert A. Mark presides over the case. David A. Ray, P.A., is the
Debtor's counsel.
MOVIA ROBOTICS: Seeks to Hire Supporting Strategies as Bookkeeper
-----------------------------------------------------------------
Movia Robotics, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Connecticut to employ Supporting Strategies to
provide bookkeeping services.
Supporting Strategies will receive a monthly fee of $3,300 for its
services.
As disclosed in court filings, Supporting Strategies is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Leslie Jorgensen, MBA
Supporting Strategies
100 Cumnings Center, Suite 207P
Beverly, MA 01915
Phone: 617-744-3279
About Movia Robotics
Movia Robotics, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 23-20024) on Jan. 18,
2023, with up to $10 million in both assets and liabilities.
Timothy Gifford, president of Movia Robotics, signed the petition.
Judge James J. Tancredi oversees the case.
The Debtor tapped Timothy D. Miltenberger, Esq., at Cohn Birnbaum &
Shea, P.C. as legal counsel and Supporting Strategies as
bookkeeper.
MURPHY CREEK: Taps Montgomery Little & Soran as Special Counsel
---------------------------------------------------------------
Murphy Creek Estates, LLC received approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Montgomery
Little & Soran, P.C. as its special counsel.
The firm will provide legal assistance to the Debtor in litigation
matters.
Montgomery will be paid at these rates:
Nathan Osborn $325 per hour
Alyson Evett $285 per hour
Nathan Osborn, Esq., a partner at Montgomery, disclosed in a court
filing that his firm does not hold an interest adverse to the
Debtor.
The firm can be reached through:
Nathan G. Osborn, Esq.
Montgomery Little & Soran, PC
5445 DTC Parkway, Suite 800
Greenwood Village, CO 80111
Phone: 303-779-2727
Email: nosborn@montgomerylittle.com
About Murphy Creek Estates
Murphy Creek Estates, LLC, a company in Greenwood Village, Colo.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Colo. Case No. 22-13594) on Sept. 19, 2022, with up to
$10 million in both assets and liabilities. Judge Kimberley H.
Tyson oversees the case.
The Debtor tapped Bonnie Bell Bond, Esq., at the Law Office of
Bonnie Bell Bond as bankruptcy counsel and Montgomery Little &
Soran, P.C. as special counsel.
NATIONAL PHARMACY: Gets Interim OK to Hire Steffes Firm as Counsel
------------------------------------------------------------------
National Pharmacy Acquisition, LLC received interim approval from
the U.S. Bankruptcy Court for the Middle District of Louisiana to
hire The Steffes Firm, LLC to serve as legal counsel in its Chapter
11 case.
The hourly rates charged by the firm's attorneys and staff are as
follows:
William E. Steffes $375 per hour
Noel Steffes Melancon $300 per hour
Barbara B. Parsons $300 per hour
Paralegals $90 per hour
Law Clerks $90 per hour
Of Counsel:
Arthur A. Vingiello $350 per hour
Gary K. McKenzie $350 per hour
Barry W. Miller $350 per hour
The firm received a retainer in the amount of $12,500 and the
filing fee of $1,738.
As disclosed in court filings, The Steffes Firm does not hold
interests adverse to the Debtor's estate and is a disinterested
person, qualified to represent the Debtor under Section 327(a) of
the Bankruptcy Code.
The firm can be reached through:
William E. Steffes, Esq.
The Steffes Firm, LLC
13702 Coursey Blvd., Building 3
Baton Rouge, LA 70817
Tel: 225-751-1751
Email: bsteffes@steffeslaw.com
About National Pharmacy Acquisition
National Pharmacy Acquisition, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La.
Case No. 23-10102) on Feb. 17, 2023, with $1 million to $10 million
in both assets and liabilities. Sharon LeBouef, manager, signed the
petition.
Judge Michael A. Crawford oversees the case.
William E. Steffes, Esq., at The Steffes Firm, LLC represents the
Debtor as counsel.
NATIONAL PHARMACY: Seeks Chapter 11 Bankruptcy
----------------------------------------------
National Pharmacy Acquisition LLC filed for chapter 11 protection
in the Middle District of Louisiana. The Debtor elected on its
voluntary petition to proceed under Subchapter V of chapter 11 of
the Bankruptcy Code.
The Debtor owns and operates a pharmacy-based, decentralized
patient care organization that provides care to patients with acute
or chronic conditions generally pertaining to parenteral
administration of drugs, biologics and nutritional formulae
administered through catheters and/or needles in home and alternate
sites.
The Debtor entered into a business loan agreement with Capital One,
National Association, which included a revolving line of credit
with a maximum amount of principal in the amount of $650,000 and a
term-loan agreement in the original principal amount of $3.6
million ("SBA Loan") (collectively, the "Loans"). Capital One
claims the Loans are secured, in part, by a mortgage over the
Debtor's principal place of business located at 5344 Brittany
Drive, Baton Rouge, Louisiana, as well as a perfected security
interest in all the Debtor's inventory, equipment, accounts
receivable, general intangibles, fixtures, instruments and chattel
paper.
Capital One also holds mortgages on the following properties
belonging to the members of the Debtor: (i) 4368 Blecker Drive,
Baton Rouge, Louisiana, (ii) 9670 False River, New Roads,
Louisiana, (iii) 8212 Argosy, Baton Rouge, Louisiana, and (iv)
18487 Lake Camelia Avenue, Baton Rouge, Louisiana. The Debtor
believes there is substantial equity (in excess of $300,000) in the
members' real property that also secure the Loans.
The Debtor has filed motions to use cash collateral, pay employee
wages, pay insiders, pay claims of critical vendors and grant
adequate assurance to utilities.
According to court filings, National Pharmacy Acquisition estimates
$1 million to $10 million in debt to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
About National Pharmacy Acquisition
National Pharmacy Acquisition LLC, doing business as National
Infusion Services, is a Health Care Business (as defined in 11
U.S.C. Sec. 101(27A)).
All Florida Safety Institute filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. La.
Case No. 23-10102) on Feb. 17, 2023. In the petition filed by
Sharon LeBouef, as manager, the Debtor reported assets and
liabilities between $1 million and $10 million.
The Debtor is represented by:
Noel Steffes Melancon, Esq.
The Steffes Firm, LLC
5344 Brittany Drive
Denahm Springs, LA 70808
NOBLE HEALTH: Seeks to Hire Berman as Legal Counsel
---------------------------------------------------
Noble Health Real Estate, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Missouri to hire
Berman, DeLeve, Kuchan & Chapman, LLC as its legal counsel.
The firm's services include:
(a) advising the Debtor regarding its rights, obligations and
compliance with the Bankruptcy Code;
(b) preparing and filing schedules, statement of affairs and
legal papers, including a plan of reorganization;
(c) representing the Debtor at the meeting of creditors and
court hearings;
(d) soliciting consents to the Debtor's proposed plan of
reorganization and securing confirmation of such plan;
(e) representing the Debtor in matters that may arise in
connection with its reorganization proceeding and the conduct and
operation of its business; and
(f) examining claims of creditors.
The hourly rate charged by Ronald Weiss, Esq., and Joel Pelofsky,
Esq., is $350 per hour. Paralegals and document maintenance
personnel charge $125 per hour and $75 per hour, respectively.
Ronald Weiss, Esq., an attorney at Berman, disclosed in a court
filing that he and his firm are "disinterested persons" as defined
in Section 101(14) of the Bankruptcy Code.
Berman can be reached through:
Ronald S. Weiss, Esq.
Joel Pelofsky, Esq.
Berman, DeLeve, Kuchan & Chapman, LLC
1100 Main, Suite 2850
Kansas City, MO 64105
Phone: (816) 471-5900
Fax: (816) 842-9955
Email: rweiss@bdkc.com
Email: jpelofsky@bdkc.com
About Noble Health Real Estate
Noble Health Real Estate, LLC is engaged in activities related to
real estate. It owns a building located at 10 Hospital Drive,
Fulton, Mo., valued at $7.9 million.
Noble Health Real Estate filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No.
23-20051) on Feb. 10, 2023, with $7,900,000 in assets and
$4,869,845 in liabilities. Zev M. Reisman, general manager and
corporate secretary of Noble Health Real Estate, signed the
petition.
Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC
represents the Debtor as counsel.
NORTHEAST TOMATO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Northeast Tomato Distributors, Inc.
114 Sunset Drive
Hanover Township, PA 18706
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
Middle District of Pennsylvania
Case No.: 23-00432
Debtor's Counsel: Robert E. Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWSKY PC
2320 N. Second St.
Harrisburg, PA 17110
Tel: (717) 238-6570
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patrick Good as president.
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/SBOSFEQ/Northeast_Tomato_Distributors__pambke-23-00432__0004.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NDPPIHQ/Northeast_Tomato_Distributors__pambke-23-00432__0001.0.pdf?mcid=tGE4TAMA
NUVO TOWER: Unsecureds Owed $1.6K to Get 100% of Claims
-------------------------------------------------------
Nuvo Tower, LLC, submitted a Fourth Amended Disclosure Statement in
connection with its Fourth Amended Plan of Reorganization dated
Dec. 7, 2022.
The Debtor owns 4 contiguous lots located at 2954-2958 Brighton 6th
Street and 6-7 Brighton Fifth Place in the Brighton Beach section
of Brooklyn, which lots are intended for construction of a 23-unit
condominium complex (the "Property"). The Property is zoned for
multi-residential use and the lots have been consolidated into one
tax lot by the City of New York.
During the Chapter 11 Case, the Debtor has been seeking out various
sources of capital as well as talking to potential brokers and
purchasers to either refinance or sell the Property. Subject to the
time deadlines set forth in the Fourth Amended Plan, the Debtor
shall market the Property immediately, and the Debtor has agreed to
retain a licensed real estate broker, subject to Court approval, to
refinance or sell and liquidate the Property for the highest and
best price on or before May 15, 2023. Upon closing, the proceeds of
refinance or sale shall be distributed to holders of Claims and
Interests in the same manner as provided for in the Fourth Amended
Plan.
The Fourth Amended Plan will be funded with the net proceeds from
(a) the sale or refinance of the Property. The sale or refinance of
the Property, as applicable, following Confirmation of the Fourth
Amended Plan, shall not be subject to any stamp or similar transfer
or mortgage recording tax pursuant to section 1146(a) of the Code
because they be refinanced or sold under the Fourth Amended Plan
and after the Effective Date.
Under the Plan, Class 4 The Allowed General Unsecured Claims in the
approximate amount of $1,618, together with any unpaid statutory
interest, costs and reasonable attorneys' fees accrued thereon
through the Sale/ Auction Closing Date, shall be paid up to 100% of
its allowed claim based on the results of the Sale/Auction, in
Cash, from the Distribution Fund upon the earlier of a
post-Effective Date refinance or the Sale/Auction Closing Date.
Class 4 is impaired.
Attorneys for the Debtor:
Robert L. Rattet, Esq.
Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
New York, NY 10158
Tel: (212) 557-7200
A copy of the Disclosure Statement dated Feb. 15, 2023, is
available at https://bit.ly/411eYcQ from PacerMonitor.com.
About Nuvo Tower
Nuvo Tower LLC is a single asset real estate (as defined in 11
U.S.C. Sec. 101(51B)). It owns four contiguous building lots
located at 2954-2958 Brighton 6th St. and 6-7 Brighton Fifth Place
in the Brighton Beach section of Brooklyn, which lots are intended
for construction of 23-unit condominium complex.
Nuvo Tower sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41444) on June 22,
2022, listing $1 million to $10 million in both assets and
liabilities. Haim Pinhas, manager, signed the petition.
Judge Nancy Hershey Lord oversees the case.
Robert L. Rattet, Esq., at Davidoff Hutcher & Citron, LLP, is the
Debtor's counsel.
OMNIQ CORP: To Deploy Q Shield in McRae-Helena, GA
--------------------------------------------------
OMNIQ Corp. announced that the Company has been selected by the
City of McRae Helena, Georgia to deploy its Q Shield vehicle
recognition systems technology and its cloud-based citation
management platform. This technology identifies any vehicle driving
through the city which is on a National Crime Information Center
(NCIC) data base or the cities local Bureau of Investigations
Database and cites violators who drive through the city with
outstanding traffic violations as well as other alerts such as
unregistered or uninsured vehicles.
Shai Lustgarten, CEO commented "Our AI based Safe City system
continues to gain traction and in only a short period of time, has
already proved successful to the initial towns deployed with safety
results and revenue generation exceeding our expectations. The
City of McRea Helena brings our count in GA to 7 and our overall
contracted cites to 17. As our pipeline continues to gain momentum
and our software outperforms, we are even more confident that our
Safe City vertical will have a meaningful impact on our path to
profitability. Our goal continues to be focused on improving
everyday lives with an unbiased approach while impacting the
economic strength of our trusted cites across the country through
our unique offering / revenue share model. We look forward to
deploying many more systems as awareness among communities across
the country consistently grows."
OMNIQ's AI-based machine vision VRS solution is used for terror
prevention including in sensitive areas in the middle east, for
crime prevention in the US and South America, for automation of
parking and recently penetrated verticals including the vast Quick
Service Restaurants (QSR), and Retail sectors providing significant
data collection and analysis. The system uses patented Neural
Network algorithms that imitate human brains for pattern
recognition and decision-making. More than 17,000 OMNIQ AI based
machine vision sensors are installed worldwide, including
approximately 7,000 in the U.S. Based on superior accuracy and
patented features like identification of make and color combined
with superior accuracy based on the sophisticated algorithm and
machine learning that largely depends on accumulated data provided
by thousands of sensors already deployed.
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss of $13.14 million for the year ended Dec.
31, 2021, a net loss of $11.50 million for the year ended Dec. 31,
2020, and a net loss attributable to the company's common
stockholders $5.31 million. As of Sept. 30, 2022, the Company had
$70.34 million in total assets, $77.91 million in total
liabilities, and a total deficit of $7.56 million.
PACIFIC BEND: Case Summary & 20 Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Pacific Bend, Inc.
5733 West Whittier Ave
Hemet, CA 92545
Business Description: Pacific Bend manufactures pallet racking.
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-10761
Debtor's Counsel: Vanessa M. Haberbush, Esq.
HABERBUSH, LLP
444 West Ocean Boulevard
Suite 1400
Long Beach, CA 90802
Tel: (562) 435-3456
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Darlene Barios, CEO, president, officer,
director, and shareholder.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BXQNQXQ/Pacific_Bend_Inc__cacbke-23-10761__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. AM TrustGroup Worker's $37,000
(Worker Comp) Compensation
59 Maiden Lane
New York, NY 10038
Tel: 866-272-9267
2. Big Dog Loan $8,700,000
Properties LLC
817 7th St
Las Vegas, NV 89101
Tel: 707-322-0022
3. First Lineage Vendor $11,501
Site Services
700 E. Redlands
Blvd Suite U #630
Redlands, CA 92373
Tel: 800-795-1709
4. Ford Credit Vendor $75,125
PO Box 650574
Dallas, TX
75265-0574
Tel: 800-727-7200
5. Humberto Munoz Payroll $2,510
2640 W Rialto Avenue
Spc 55
San bernardino, CA 92410
6. Jensen Hughes Vendor $4,200
PO Box 7410242
Chicago, IL 60674
Email: billingteam@jensenhughes.com
7. Liberty Mutual Vendor $44,519
PO Box 91013
Chicago, IL 60680
Tel: 866-290-2920
8. Madison N. Sincox Payroll $3,380
33596 Colorado Street
Yucaipa, CA 92399
9. Nashville Wire Vendor $936,060
199 Polk Ave.
Nashville, TN 37210
Tel: 615-743-2500
10. Nissan Credit Vendor $13,315
PO Box 660360
Dallas, TX 75266
Tel: 800-456-6622
11. Penske Equipment Lease $5,170
PO Box 563
Reading, PA 19603
Tel: 800-806-2098
12. Progressive Vendor $7,542
199 Hillcrest Dr.
Thousand Oaks, CA 91360
Tel: 800-444-4487
13. Rosstavi Vendor $10,000
9950 Union Street
Jurupa Valley, CA
92509
Tel: 626-200-3678
14. Shi Chaoxiong Payroll $3,508
43730 C Street
Unit B
Hemet, CA 92544
15. Shi Chaozhong Payroll $3,830
43730 C Street
Unit B
Hemet, CA 92544
16. SIG Systems, Inc. Vendor $334,417
1932 E Deere Ave
#220
Santa Ana, CA 92705
17. Southern California Gas Vendor $30,000
PO Box C
Monterey Park, CA
91756-5111
Tel: 800-427-2200
18. True River Vendor $4,000
Logistics
1658 N Milwaukee
Ave #429
Chicago, IL 60647
19. Uline Vendor $3,445
12575 Uline Drive
Pleasant Prairie, WI 53158
20. Wells Fargo Vendor $24,816
420 Montgomery Street
San Francisco, CA
94104
Tel: 800-288-2288
PARTY CITY: Irondequoit Location Part of Closures
-------------------------------------------------
Gio Battaglia of Rochester First (Rochester, New York) reports that
the Party City in Irondequoit is on the closure list for stores to
close nationwide after the chain filed for Chapter 11 bankruptcy
protection in January 2023, according to court documents filed on
Thursday, February 16, 2023.
The documents filed in bankruptcy court also say the retailer is
planning on auctioning 12 stores, with another 10 anticipating a
closure.
The Party City in Irondequoit is located in the Culver Ridge Plaza
at 225 E Ridge Road.
Party City locations effected include stores throughout New York,
Illinois, Georgia, Texas, as well as other states.
News 8 reached out to the Irondequoit location to get more
information and were directed to corporate offices who we are
awaiting a response from.
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
On Jan. 17, 2023, Party City Holdco and its domestic subsidiaries
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Texas Lead Case No. 23-90005). Party City Holdco
disclosed total assets of $2,869,248,000 against total debt of
$3,022,960,000 as of Sept. 30, 2022.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as legal counsels; Moelis & Company, LLC as
investment banker; A&G Realty Partners as real estate consultant;
and AlixPartners, LLP as restructuring advisor. David Orlofsky,
managing director at AlixPartners, serves as the Debtors' chief
restructuring officer. Kroll Restructuring Administration, LLC is
the claims, noticing and solicitation agent.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
PEARL INC: Case Summary & Five Unsecured Creditors
--------------------------------------------------
Debtor: Pearl Inc.
d/b/a Indian Ridge Shrimp Co.
5737 Hwy 56
Chauvin, LA 70344
Business Description: The Debtor is a seafood wholesaler in
Chauvin, LA.
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
Eastern District of Louisiana
Case No.: 23-10276
Judge: Hon. Meredith S. Grabill
Debtor's Counsel: Robin R. De Leo, Esq.
THE DE LEO LAW FIRM, LLC
800 Ramon St
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
Email: lisa@northshoreattorney.com
Total Assets: $262,118
Total Liabilities: $1,248,246
The petition was signed by Andrew Blanchard as chief operating
officer and president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/2TKCNOQ/Pearl_Inc__laebke-23-10276__0001.0.pdf?mcid=tGE4TAMA
PG MOTORS: Seeks to Hire Girard & Johnson as Forensic Accountant
----------------------------------------------------------------
PG Motors, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Girard & Johnson, LLC.
The firm will render litigation support and forensic accounting
services in connection with the Debtor's loans with PrimaLend
Capital Partners and Good Floor Loans, LLC.
Girard & Johnson will receive a $2,500 initial retainer to be
billed against at:
(i) an hourly rate of $265 for services rendered by Marie-Eve
Girard of Girard & Johnson;
(ii) hourly rates of $100 to $215 for services rendered by the
accounting staff; and
(iii) reimbursement of out-of-pocket costs.
As disclosed in court filings, Girard & Johnson neither represents
nor holds any interest adverse to the Debtor and its estate and
creditors.
Girard & Johnson can be reached through:
Marie-Eve Girard, CPA/ABV
Girard & Johnson, LLC
3030 N Rocky Point Dr W Ste 150
Tampa, FL 33607
Phone: +1 813-930-5540
About PG Motors
PG Motors, LLC, a company in Bradenton, Fla., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 22-05081) on Dec. 24, 2022, with up to $500,000 in assets and
up to $10 million in liabilities. Kirk E. Grell, president and
managing member of PG Motors, signed the petition.
Judge Roberta A. Colton oversees the case.
The Debtor tapped Buddy D. Ford, Esq., at Buddy D. Ford, PA as
legal counsel; Girard & Johnson, LLC as forensic accountant; and
Schuman and Company CPAS as accountant.
PG MOTORS: Seeks to Hire Schuman and Company as Accountant
----------------------------------------------------------
PG Motors, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Schuman and Company CPAS
as its accountant.
The Debtor requires an accountant to:
a. prepare and file tax returns and conduct tax research,
including contacting the Internal Revenue Service;
b. perform normal accounting and other accounting services as
required by the Debtor; and
c. assist the Debtor in preparing court-ordered reports,
including the United States Trustee Reports (i.e. monthly operating
reports and a 12-month actual or historical income and expense
report with a five-year projection), if necessary) and any
documents necessary for the Debtor's plan of reorganization.
The firm will receive compensation as follows:
a. a flat fee of $400 per month for monthly financials;
b. an hourly fee of $50 to $125 for services rendered by the
accountant beyond the monthly financials such as plan support,
budget and projections; and
c. reimbursement of out-of-pocket costs.
As disclosed in court filings, Schuman and Company neither
represents nor holds any interest adverse to the Debtor and its
estate and creditors.
The firm can be reached through:
Jon H. Schuman, CPA
Schuman and Company CPAS
118 S 12TH St
Fort Dodge, IA, 50501-4812
Phone: (515) 955-4614
Fax: (515) 955-4407
About PG Motors
PG Motors, LLC, a company in Bradenton, Fla., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 22-05081) on Dec. 24, 2022, with up to $500,000 in assets and
up to $10 million in liabilities. Kirk E. Grell, president and
managing member of PG Motors, signed the petition.
Judge Roberta A. Colton oversees the case.
The Debtor tapped Buddy D. Ford, Esq., at Buddy D. Ford, PA as
legal counsel; Girard & Johnson, LLC as forensic accountant; and
Schuman and Company CPAS as accountant.
PHARMASTRATEGIES LLC: Taps Capture Strategies as Financial Expert
-----------------------------------------------------------------
Pharmastrategies, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ Capture Strategies.
The Debtor requires a financial expert to provide valuations as
well as expert testimony regarding its assets and business as a
going concern.
The firm will charge $425 per hour for its services. The fee cap
for the valuation reports is $25,000.
As disclosed in court filings, Capture Strategies is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Rory L. Rickert
Capture Strategies
525 University Avenue, Suite 800
Palo Alto, CA 94301
Tel: (602) 509-7060
Email: rrickert@capturestrategies.com
About Pharmastrategies LLC
PharmaStrategies, LLC, a company in Black Hawk, Colo., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Colo. Case No. 22-14405) on Nov. 10, 2022. In the petition signed
by its manager, Larry Krug, the Debtor disclosed up to $50,000 in
assets and up to $10 million in liabilities.
Judge Michael E. Romero oversees the case.
The Debtor tapped David V. Wadsworth, Esq., at Wadsworth Garber
Warner Conrardy, PC as bankruptcy counsel and Benezra & Culver, PC
as special counsel.
PHI GROUP: Incurs $617K Net Loss in Second Quarter
--------------------------------------------------
PHI Group, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $616,943 on zero revenue for the three months ended Dec. 31,
2022, compared to a net loss of $10.59 million on $5,000 of total
revenues for the three months ended Dec. 31, 2021.
For the six months ended Dec. 31, 2022, the Company reported a net
loss of $2.44 million on $25,000 of total revenues compared to a
net loss of $16.55 million on $25,000 of total revenues for the six
months ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $508,632 in total assets,
$7.39 million in total liabilities, and a total stockholders'
deficit of $6.88 million.
The Company has accumulated deficit of $74,155,929 as of Dec. 31,
2022. For the quarter ended Dec. 31, 2022, the Company incurred a
net loss of $616,943 as compared to a net loss of $10,591,638
during the same period ended Dec. 31, 2021. The Company said these
factors as well as the uncertain conditions that the Company faces
in its day-to-day operations with respect to cash flows create an
uncertainty as to the Company's ability to continue as a going
concern.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000704172/000149315223005672/form10-q.htm
About PHI Group
Headquartered in Irvine, California, PHI Group, Inc.
(www.phiglobal.com) is primarily engaged in mergers and
acquisitions, advancing PHILUX Global Funds, SCA, SICAV-RAIF, a
"Reserved Alternative Investment Fund" under the laws of
Luxembourg, and establishing the Asia Diamond Exchange in Vietnam.
Besides, the Company provides corporate finance services, including
merger and acquisition advisory and consulting services for client
companies through its wholly owned subsidiary PHILUX Capital
Advisors, Inc. (formerly PHI Capital Holdings, Inc.) and invests in
selective industries and special situations aiming to potentially
create significant long-term value for the Company's shareholders.
PHILUX Global Funds intends to include a number of sub-funds for
investment in select growth opportunities in the areas of
agriculture, renewable energy, real estate, infrastructure, and the
Asia Diamond Exchange in Vietnam.
PHI Group reported a net loss of $21.15 million for the year ended
June 30, 2022, compared to a net loss of $6.55 million for the year
ended June 30, 2021. As of June 30, 2022, the Company had $469,963
in total assets, $7.01 million in total liabilities, and a total
stockholders' deficit of $6.54 million.
Bangalore, India-based M.S. Madhava Rao, the Company's auditor,
issued a "going concern" qualification in its report dated Jan. 13,
2023, citing that Company has an accumulated deficit of $71,717,973
and had a negative cash flow from operations amounting to
$1,545,570 for the year ended June 30, 2022. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
PITNEY BOWES: Moody's Affirms B1 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed Pitney Bowes Inc.'s B1 Corporate
Family Rating and B1-PD Probability of Default Rating. Moody's also
affirmed the Ba2 rating for the senior secured credit facilities,
the B2 rating for the guaranteed senior unsecured notes, and the B3
rating for the unguaranteed senior unsecured notes. The Speculative
Grade Liquidity (SGL) rating of SGL-2 was unchanged, and the
outlook was revised to negative from stable.
The negative outlook for Pitney Bowes reflects Moody's expectation
that the company will remain challenged to bring the Global
Ecommerce segment to profitability following underperformance for
this segment in the seasonally important fourth quarter of 2022.
Despite expected stable operating performance for SendTech and
Presort segments, reported EBIT for Global Ecommerce will continue
to be negative in 2023 resulting in adjusted leverage remaining
elevated over the next year with weak free cash flow.
Rating actions are summarized below:
Affirmations:
Issuer: Pitney Bowes Inc.
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2)
Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4)
Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)
Outlook Actions:
Issuer: Pitney Bowes Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Pitney Bowes' ratings are pressured by the uncertainty of the
inflection point to EBIT profitability for the Global Ecommerce
segment given the ongoing underperformance of ecommerce operations.
The negative outlook reflects the potential for deterioration in
the company's credit profile absent success in meeting Pitney
Bowes' operating plan for 2023 which includes Global Ecommerce
generating positive reported EBITDA and reduced EBIT losses for the
year. The reported EBIT loss of ($23 million) for Global Ecommerce
in 4Q22 reflects improvement compared to the prior year period;
however, results fell short of Moody's expectation for the
seasonally important fourth quarter. Pitney Bowes has invested
significantly over the last few years to build out shipping and
ecommerce capabilities serving primarily middle market companies
with the expansion in capacity largely complete, nevertheless,
overall adjusted leverage will remain elevated and free cash flow
will be weakened by higher interest expense, an increase in working
capital funding in the second half of 2023, as well as ongoing
investments, albeit at reduced levels, to optimize the ecommerce
network and achieve targeted volumes and a more profitable mix of
heavier packages.
Pitney Bowes' B1 CFR is supported by the company's leading market
presence and long-standing customer relationships under multi-year
contracts in the highly regulated mail metering market.
Notwithstanding the extended and unprofitable investment phase of
Global Ecommerce over the past few years, the transition to higher
growth shipping could prove beneficial over the long term given the
growth potential for shipping-related offerings, in contrast to the
secular decline in mail volumes. Profit margins, however, will
continue to suffer from investments to bring ecommerce operations
to profitability. There are also execution risks related to growing
market share among more diversified and deeper-pocketed shipping
providers. Pitney Bowes needs to maintain good financial
flexibility to support investments, realize operating efficiencies,
and provide a cash cushion to address unexpected challenges in a
competitive environment.
ESG considerations have a highly negative (CIS-4) impact on Pitney
Bowes' rating due to governance risk associated with high leverage
and weak coverage ratios as cash flow is directed to fund growth
for ecommerce and shipping operations. The CIS score also
incorporates moderately negative environmental risk reflecting
carbon transition concerns arising from the company's expanded
fleet of owned or leased vehicles to support growing shipping
operations. Social risks are also moderately negative reflecting
the secular decline in mail volumes which impacts the majority of
the company's profits.
Pitney Bowes is publicly traded with its two largest shareholders,
Vanguard and Blackrock, owning 9.5% - 11% of common shares as of
December 2022. Activist investor, Hestia Capital, has taken a
roughly 7% position in the company and announced the firm's intent
to elect a majority of the board of directors through a proxy
fight. Currently, eight of the company's nine board seats are held
by independent directors, but this composition could change given
the current proposal from Hestia Capital.
The Speculative Grade Liquidity (SGL) rating of SGL-2 reflects good
liquidity supported by available cash exceeding $400 million as of
year-end December 2022 (excludes estimated amounts held by The
Pitney Bowes Bank, Inc.) and an undrawn $500 million senior secured
revolver expiring in 2026. Moody's expects the company will be able
to repay or refinance the remaining $231 million of notes in
advance of their March 2024 maturity. Despite reduced capital
spending, adjusted free cash flow will remain weak primarily due to
higher interest expense on floating rate debt, a step up in working
capital requirements to handle the seasonal revenue increase in the
second half of the year, plus ongoing operating investments in
ecommerce.
The Ba2 instrument rating on the senior secured credit facilities
is two notches above the CFR reflecting their position ahead of the
unsecured notes and Moody's expectation for an average recovery in
a distressed scenario. The B2 rating on the guaranteed senior
unsecured notes is one notch below the CFR reflecting their
position behind the secured debt, but ahead of the unguaranteed
unsecured notes which are rated B3.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook for Pitney Bowes reflects the potential for
deterioration in the company's credit profile absent success in
meeting Pitney Bowes' operating plan, including Global Ecommerce
generating positive reported EBITDA in 2023. Moody's expects that
SendTech and Presort segments will remain stable with reported EBIT
margins of roughly 30% and 15%, respectively; however, the
inability to reach breakeven EBIT for Global Ecommerce in 2023 will
contribute to adjusted leverage remaining elevated in 2023 with
weak free cash flow. Moody's projects total revenues will be flat
over the next year with modest expansion in overall profit margins.
Improvements in credit metrics will be driven primarily by
increases in EBITDA margins as opposed to debt repayment. The
outlook includes Moody's expectation that Pitney Bowes will
continue to adhere to disciplined financial policies and maintain
solid credit protection measures for its equipment financing
operations. The outlook could be changed to stable if the company
is successful in bringing Global Ecommerce to profitability with
improved credit metrics, including leverage and free cash flow.
Pitney Bowes' ratings could be downgraded if Moody's expects
consolidated revenues will decline reflecting greater than expected
weakness in mature mailing operations or competitive pressures for
shipping or ecommerce businesses. Ratings could also be downgraded
if Moody's expects the company will not be able to improve adjusted
leverage to 4.5x or better by mid-2024. There would be downward
pressure on ratings if EBITDA margins or free cash flow deteriorate
reflecting underperformance in core operations or with expanding
third party equipment financing.
Ratings could be upgraded if Pitney Bowes demonstrates consistent
revenue and EBITDA growth with operating margins (Moody's adjusted)
in the low-teen percentage range. Adjusted debt/EBITDA would need
to be in the mid 3x range with adjusted free cash flow to debt
approaching 5%. Moody's would also need to be comfortable with the
execution and financial policies related to expanding third party
equipment financing.
Based in Stamford, CT, Pitney Bowes Inc. is a global shipping and
mailing company that provides technology, logistics, and financial
services to small and medium sized businesses, large enterprises,
retailers and government clients around the world. Moody's expects
revenues will total $3.5 billion over the next year.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
PRESTIGE BRANDS: Moody's Hikes CFR to 'Ba3', Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Prestige Brands, Inc.'s
Corporate Family Rating to Ba3 from B1, its Probability of Default
Rating to Ba3-PD from B1-PD, and its senior secured term loan
rating to Ba1 from Ba2. Moody's also upgraded Prestige's senior
unsecured notes to B1 from B2 and upgraded Prestige's Speculative
Grade Liquidity rating to SGL-1 from SGL-2. The rating outlook is
stable.
The upgrade reflects Prestige's stable operating performance and
consistently strong free cash flow that is driving improved credit
metrics and acquisition funding flexibility. Prestige has reduced
debt-to-EBITDA to 3.9x as of the 12 months ended (LTM) December 31,
2022 from 4.7x as of LTM September 30, 2021 following the Akorn
acquisition. Moody's projects that Prestige will continue to
generate meaningful free cash flow of at least $200 million
annually that benefits from low capital spending and no dividend,
and that Prestige's management will continue to target net leverage
towards the low end of the company's 3.5x-5.0x (based on the
company's calculation) publicly stated leverage range. Leverage has
trended lower over the last five years because the company is
operating more conservatively. Moody's expects that the company
will continue to pursue acquisitions focusing on niche categories
that Prestige can expand and add value, with a size similar to the
Akorn acquisition. Prestige's sizable free cash flow and consistent
debt repayment means that leverage increases only temporarily
following acquisitions. Moody's does not anticipate Prestige will
pursue large debt financed acquisitions, and if an acquisition
occurs, Moody's expects Prestige to maintain debt-to-EBITDA below
4.0x or reduce leverage to below 4.0x in less than a year.
Maintaining a strong financial profile is one of the company's
three strategic pillars and the company has focused on reducing
leverage to align with this principle. As a result, Moody's changed
the company's credit impact score to CIS-3 from CIS-4 and the
governance IPS to G-3 from G-4. Prestige is publicly targeting net
debt-to-EBITDA in a 3.5x to 5.0x range, but Moody's believes the
company is targeting the lower end of this range and anticipates
the company will reduce the target range in the coming quarters to
align with this practice.
The upgrade of the speculative grade liquidity rating to SGL-1 from
SGL-2 reflects that the company's strong free cash flow exceeding
$200 million annually, $86 million of cash as of December 2022, and
full availability on the $175 million committed asset-based
revolver provide very good coverage of cash needs. Moody's projects
the company will maintain good cushion within the credit facility
financial maintenance covenants. There are no maturities until the
revolver expires in December 2024.
The following ratings/assessments are affected by the action:
Upgrades:
Issuer: Prestige Brands, Inc.
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD
from B1-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-1
from SGL-2
Senior Secured Term Loan, Upgraded to Ba1 (LGD2) from
Ba2 (LGD2)
Backed Senior Unsecured Regular Bond/Debenture, Upgraded
to B1 (LGD5) from B2 (LGD5)
Outlook Actions:
Issuer: Prestige Brands, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Prestige's Ba3 CFR reflects its strong and stable free cash flow
from a diversified portfolio of over-the-counter ("OTC") branded
products. The company's products are generally among the leading
market position and brands in their respective niche categories
that are targeted at treating common, recurring ailments.
Prestige's branded products typically have long commercial
histories and have built broad appeal and trust among consumers.
Prestige's outsourced manufacturing creates a variable cost
structure and limits the need for sizable capital spending, which
favorably contributes to cash flow stability. The company has
maintained a strong EBITA margin over 30% in the last 5 years,
including during the peak of the pandemic when sales in certain
categories related to travel, cough and cold, and sports activities
declined due to reduced consumption. Moody's projects the EBITA
margin will remain relatively steady given the company's continued
productivity improvements, cost reduction initiatives, and a
variable cost structure due to its outsourced manufacturing model.
The company operates in mature categories with flat-to-low
single-digit organic growth and competition from private
label/store brands that limits pricing power and market share.
Moreover, Prestige's modest scale compared to large diversified
consumer peers as well as the company's OTC business focus create
greater exposure to category competition and concentrated retail
distribution.
ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS
The overall CIS-3 score reflects that ESG factors have a moderately
negative impact on Prestige's ratings.
Prestige's E-3 score, representing moderately negative risk,
reflects Moody's view that while there is a meaningful level of
outsourcing, risks remain, particularly in the area of waste and
pollution. Moody's recognizes the steps Prestige has taken to
minimize its resource footprint at its Lynchburg, Virginia
manufacturing site. The facility converted nearly 30% of lights to
more energy-efficient LED lighting during fiscal 2020 to help
reduce electrical usage. Recycling rates have increased and total
waste has reduced, and the Lynchburg site is certified as a "no
exposure site" in Virginia, which means it has no exposures to open
waterways.
Prestige's S-3 score, representing moderately negative risk,
reflects Moody's view that customer relations have heightened
importance to consumer demand that products effectively treat
common recurring ailments to consumer demand. While the company's
products are generally among the leading brands in their respective
niche categories, any weakness in product quality or recalls would
weaken brand perception and the company faces constant pressure
from competing brands that include private label. Because the
company must demonstrate good oversight of product manufacturing
that is largely outsourced, responsible production is a moderately
negative risk. The company is committed to manage its over 100
global suppliers in a responsible manner so that they are aligned
with its mission and values. Prestige expects its suppliers to obey
the laws that require them to treat workers fairly, provide a safe
and healthy work environment and protect environmental quality.
Most importantly, the company expects its suppliers to promote
principles of ethical behavior in their workplace, to operate in a
manner consistent with Prestige's Supplier Code of Conduct, and to
demonstrate a commitment to environmental, employment and community
standards.
Prestige's G-3 IPS, representing moderately negative risk, reflects
Moody's view that its growth strategy through acquisitions leads to
periodic increases in leverage. Moody's expects the company to
balance its growth strategy with its goal of maintaining financial
strength in its balance sheet. Moody's expects continued
acquisition event risk but does not expect Prestige to engage in
any large debt financed acquisitions over the next two years.
Although the company has a 3.5x-5.0x public leverage target,
Moody's expects the company will operate towards the lower end of
the net leverage range. Moody's believes a reduction in this target
is likely because one of the company's three strategic initiatives
is to maintain a strong financial profile. Prestige favorably does
not pay a dividend but is likely to devote more free cash flow to
share repurchases than debt reduction as leverage falls.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Prestige will
generate free cash flow of at least $200 million annually, maintain
good liquidity, and pursue modestly sized acquisitions that the
company can delever quickly to maintain leverage below 4.0x.
The ratings could be downgraded if Prestige's operating performance
deteriorates, if the company's strong free cash flow were to
weaken, or if the company's financial policies become more
aggressive, including large debt funded acquisitions or shareholder
distributions. Additionally, Moody's could downgrade the ratings if
the company's liquidity deteriorates or if debt to EBITDA is
sustained above 4.0x.
The ratings could be upgraded if Prestige demonstrates consistent
positive organic revenue growth, sustains strong profitability and
free cash flow, and continues to maintain at least good liquidity.
Prestige would also need to exhibit a more conservative financial
policy such that debt to EBITDA is sustained below 3.5x.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Prestige Brands, Inc., headquartered in Tarrytown, New York,
manages and markets a broad portfolio of branded over-the-counter
(OTC) healthcare products. The company is publicly-traded and
generated about $1.1 billion of revenue for the 12 months ending
December 31, 2022.
PROVIDENT GROUP: Moody's Cuts Rating on Sr. Secured Bonds to Caa2
-----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa2 from Caa1 the
ratings assigned to Provident Group – EMU Properties LLC's
(Provident EMU) senior secured obligations, including the senior
secured revenue bonds. The bonds were initially issued by Arizona
Industrial Development Authority, AZ, which lent the proceeds to
Provident EMU. The outlook is negative
Downgrades:
Issuer: Arizona Industrial Development Authority, AZ
Senior Secured Revenue Bonds, Downgraded to Caa2 from Caa1
Issuer: Provident Group - EMU Properties LLC
Senior Secured Regular Bond/Debenture, Downgraded to Caa2 from
Caa1
Outlook Actions:
Issuer: Provident Group - EMU Properties LLC
Outlook, Remains Negative
RATINGS RATIONALE
The downgrade to Caa2 reflects continuing revenue shortfalls that
are eroding liquidity and raising the risk of default, with the
project facing a large projected shortfall for the May 1 debt
service payment that will largely if not entirely deplete the
remaining liquidity. Moody's estimate debt service coverage of
0.65x-0.75x over the next 12 months, amid ongoing enrollment
declines and a large share of students taking classes online. These
factors limit the prospect of meaningful near-term revenue growth,
and with the expected depletion of existing funds on hand, the
project will be increasingly challenged to manage debt service
absent new external resources or other supportive financial
actions. The rating action reflects the view that Moody's do not
anticipate any extraordinary support from the sponsor or the
university.
The Caa2 rating reflects the project's significant longer term
challenges, with diminished revenue generating potential given
material and ongoing enrollment declines and a high share of
students taking courses online versus on-campus. The current credit
profile acknowledges various ongoing disputes between project
parties, including multiple claims for compensation by the
concessionaire, and the growing potential for litigation between
the concessionaire and the university owing to each party's
interpretation of the concession agreement.
The project's ability to grow revenues to meet expenses and rebuild
cash balances will be challenged by weak in-state demographics, the
university's modest market position for attracting new enrollment
and a more extensive hybrid course offering than existed pre-COVID.
That said, enrollment declines at the university could stabilize,
the project remains well positioned to serve parking demand at the
campus, and the concession runs for 30 more years, all of which
could support longer-term revenue prospects.
RATING OUTLOOK
The negative outlook reflects significant uncertainty as to
Provident EMU's ability to generate sufficient internal cash flow
to support debt service as student enrollment and on-campus
activity remain challenged, causing a strain on liquidity sources.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
Strong and sustained recovery in parking demand that enables the
project to cover its annual operating expenses and debt service
obligations from internal sources and over time provides liquidity
to fund depleted reserve balances.
Equity injection, compensation or other actions that improve cash
flow and restore reserves.
FACTORS THAT COULD LEAD TO A DOWNGRADE
If there is an expectation that liquidity will be exhausted
leading to some form of debt restructuring.
Unexpected further decline in revenues or increase in expenses
causing liquidity profile to weaken further.
PROFILE
In January 2018, Eastern Michigan University, MI (EMU) entered into
a concession agreement with Preston Hollow Capital, LLC (PHC),
concerning the operation, maintenance and improvement of the EMU
parking system. Pursuant to an assignment and assumption agreement,
PHC has assigned its right, title and interest in and to the
concession agreement to Provident EMU, a single-member special
purpose entity incorporated in Arizona.
Provident EMU is owned by a sole member, Provident Resources Group
Inc., a Georgia 501(c)(3) non-profit corporation that is exempt
from federal income tax. In exchange for an upfront payment of $55
million, which was paid in April 2018, the concession agreement
grants Provident EMU the exclusive and irrevocable right to collect
parking fees and to operate and maintain the parking system for a
term of 35 years.
The parking system consists primarily of surface lots located
within a relatively compact, 1.5 square mile area at the main
campus of EMU in Ypsilanti, Michigan. Provident has retained LAZ
Parking Midwest, LLC, as operator pursuant to an operations and
maintenance agreement and LAZ Parking Realty Investors, LLC, as
asset manager pursuant to an asset management agreement.
The principal methodology used in these ratings was Generic Project
Finance Methodology published in January 2022.
PWM PROPERTY: Seeks to Extend Plan Exclusivity Through April 30
---------------------------------------------------------------
PWM Property Management LLC and 181 West Madison Property LLC seek
a further extension of the exclusivity periods for the
filing of a Chapter 11 plan and solicitation of acceptances thereof
to April 30 and June 30, respectively, to allow the
debtors additional time to confirm a Second Amended Plan without
the potential distraction of competing plans.
The Court previously extended the exclusive periods to file a plan
and solicit the acceptance thereof through and including
February 28.
About PWM Property Management
PWM Property Management LLC, et al., are primarily engaged in
renting and leasing real estate properties. They own two premium
office buildings, namely 245 Park Avenue in New York City, a
prominent commercial real estate assets in Manhattan's prestigious
Park Avenue office corridor, and 181 West Madison Street in
Chicago, Illinois.
On Oct. 31, 2021, PWM Property Management LLC and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
21-11445). PWM estimated assets and liabilities of $1 billion to
$10 billion as of the bankruptcy filing.
The cases are pending before the Honorable Judge Mary F. Walrath
and are being jointly administered for procedural purposes under
Case No. 21-11445.
The Debtors tapped White & Case LLP as restructuring counsel; Young
Conaway Stargatt & Taylor, LLP as local counsel; and M3 Advisory
Partners, LP, as restructuring advisor. Omni Agent Solutions is the
claims agent.
QUOTIENT LIMITED: Court Confirms Prepackaged Plan
-------------------------------------------------
Judge David R. Jones has entered an order approving the Disclosure
Statement and confirming the Prepackaged Chapter 11 Plan of
Reorganization of Quotient Limited.
Under section 1126(f) of the Bankruptcy Code, the Debtor was not
required to solicit votes from the holders of Claims or Interests,
as applicable, in the Unimpaired Classes, each of which is
conclusively presumed to have accepted the Plan. Holders of Other
Priority Claims in Class 1, Other Secured Claims in Class 2 and
General Unsecured Claims in Class 6 are Unimpaired and conclusively
presumed to have accepted the Plan, and, therefore, are not
entitled to vote to accept or reject the Plan. Holders of Interests
in the Debtor in Class 7 and Section 510(b) Claims in Class 8
(collectively, the "Deemed Rejecting Classes") are Impaired under
the Plan and are not entitled to receive or retain any property
under the Plan and, therefore, are deemed to have rejected the
Plan.
Under the Plan, Class 6 General Unsecured Claims are unimpaired.
The legal, equitable, and contractual rights of the Holders of
General Unsecured Claims are unaltered by this Plan. Except to the
extent that a Holder of an Allowed General Unsecured Claim agrees
to a less favorable treatment, each Holder of an Allowed General
Unsecured Claim shall, in the sole discretion of the Reorganized
Debtor, receive on the Effective Date (or as promptly thereafter as
reasonably practicable) or in the ordinary course of the
Reorganized Debtor's business:
i. reinstatement of such Allowed General Unsecured Claim
pursuant to section 1124 of the Bankruptcy Code; or
ii. payment in full in Cash on (A) the Effective Date, or (B) the
date due in the ordinary course of business in accordance with the
terms and conditions of the particular transaction giving rise to
such Allowed General Unsecured Claim.
Proposed Counsel to the Debtor:
James T. Grogan III, Esq.
PAUL HASTINGS LLP
600 Travis Street, 58th Floor
Houston, TX 77002
Telephone: (713) 860-7300
Facsimile: (713) 353-3100
E-mail: jamesgrogan@paulhastings.com
- and -
Matt Murphy, Esq.
Matthew Micheli, Esq.
Michael Jones, Esq.
71 South Wacker Drive, Suite 4500
Chicago, IL 60606
Telephone: (312) 499-6000
Facsimile: (312) 499-6100
E-mail: mattmurphy@paulhastings.com
mattmicheli@paulhastings.com
michaeljones@paulhastings.com
- and -
Jayme Goldstein, Esq.
Christopher Guhin, Esq.
200 Park Avenue
New York, NY 10166
Telephone: (212) 318-6000
Facsimile: (212) 319-4090
E-mail: jaymegoldstein@paulhastings.com
chrisguhin@paulhastings.com
A copy of the Disclosure Statement dated Feb. 15, 2023, is
available at https://bit.ly/3KeFCsz from PacerMonitor.com.
About Quotient Limited
Building on over 30 years of experience in transfusion diagnostics,
Quotient Limited is a commercial-stage diagnostics company
committed to delivering solutions that it believes reshape the way
diagnostics are practiced. The MosaiQ solution, Quotient's
proprietary multiplex microarray technology, offers the world's
first fully automated, consolidated testing platform, allowing for
multiple tests across different modalities.
Quotient Limited filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
23-90003) on Jan. 10, 2023. The Debtor disclosed total assets of
$127,905,000 and total debt of $309,995,000 as of Sept. 30, 2022.
The Hon. David R. Jones is the case judge.
The Debtor tapped Paul Hastings, LLP as legal counsel and Perella
Weinberg Partners, L.P., as financial advisor. Kroll Restructuring
Administration LLC is the claims, noticing and solicitation agent.
RIGHT ON BRANDS: Posts $69K Net Loss in Third Quarter
-----------------------------------------------------
Right On Brands, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
attributable to the Company of $69,318 on $259,918 of revenues for
the three months ended Dec. 31, 2022, compared to a net loss
attributable to the Company of $163,999 on $339,194 of revenues for
the three months ended Dec. 31, 2021.
For the nine months ended Dec. 31, 2022, the Company reported net
income attributable to the Company of $28,435 on $809,383 of
revenues compared to a net loss attributable to the Company of
$263,924 on $716,734 of revenues for the nine months ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $185,231 in total assets,
$722,724 in total liabilities, and a total stockholders' deficit of
$537,493.
Right on Brands stated, "We have incurred significant operating
losses since inception and have negative cash flow from operations.
As of December 31, 2022, we had a stockholders' deficit of
approximately $15,742,000, a working capital deficit of
approximately $572,000, and incurred net income of approximately
$28,000 for the nine months ended December 31, 2022. Additionally,
our operations utilized approximately $73,000 in cash during the
nine months ended December 31, 2022, while we received
approximately $60,000 in net cash from financing activities. As a
result, our continuation as a going concern is dependent on our
ability to obtain additional financing until we can generate
sufficient cash flows from operations to meet our obligations. We
intend to continue to seek additional debt or equity financing to
continue our operations, but there can be no assurance that such
financing will be available on terms acceptable to us, if at all."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001580262/000147793223001185/rton_10q.htm
About Right on Brands
Right on Brands, Inc.'s business is conducted through its
wholly-owned subsidiaries, Humbly Hemp, Endo Brands, and Humble
Water Company. Humbly Hemp sells and markets a line of hemp
enhanced snack foods. Humble Water Company is in a partnership
with Springhill Water Co. to develop a line of High Alkaline,
Natural Mineral Water, and a bottling and packaging facility. Endo
Brands creates and markets a line of CBD consumer products and
through ENDO Labs, a joint venture with Centre Manufacturing,
creates white label products and formulations for CBD brands.
Right On Brands is at the focus of health and wellness. Right On
Brands reported a net loss attributable to the company of $257,016
for the year ended March 31, 2022, compared to a net loss
attributable to the company of $1.85 million for the year ended
March 31, 2021. As of June 30, 2022, the Company had $246,856 in
total assets, $618,983 in total liabilities, and a total
stockholders' deficit of $372,127.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated July 8, 2022, citing that the Company has suffered
significant losses from inception and had a significant loss from
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
ROCK RIDGE FARMS: Gets OK to Hire Narron Wenzel as Legal Counsel
----------------------------------------------------------------
Rock Ridge Farms Partnership received approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Narron Wenzel, P.A. as its legal counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the continued operation of the business and management of
the property owned;
(b) prepare legal papers, including a Chapter 11 plan;
(c) take necessary action, if any, to avoid liens against the
Debtor’s property obtained by creditors and to recover
preferential payments made within 90 days of the filing of its
Chapter 11 case;
(d) make a detailed search of the records of Wilson County to
determine the existence, priority, and validity of all liens filed
against the property of the Debtor;
(e) represent the interests of the Debtor with respect to its
Chapter 11 proceeding; and
(f) perform other legal services for the Debtor that may be
necessary in the administration of the estate.
The firm will be paid at the rate of $350 per hour for attorneys
and $135 per hour for staffs.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
David Mills, Esq., a partner at Narron Wenzel, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David F. Mills, Esq.
Narron Wenzel, P.A.
P.O. Box 1567
102 S. Third Street
Smithfield, NC 27577
Tel: (919) 934-0049
Fax: (919) 938-1058
Email: dmills@narronwenzel.com
About Rock Ridge Farms Partnership
Rock Ridge Farms Partnership is in the business of farming sweet
potatoes, soybeans, corn, and peanuts in and around Wilson County,
N.C.
Rock Ridge Farms sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00291) on Feb. 2,
2023, with up to $10 million in both assets and liabilities. Robert
C. Boyette, partner at Rock Ridge Farms, signed the petition.
Judge Joseph N. Callaway oversees the case.
David F. Mills, Esq., at Narron Wenzel, P.A., represents the Debtor
as legal counsel.
ROCK RIDGE FARMS: Gets OK to Hire RDD Auction Company
-----------------------------------------------------
Rock Ridge Farms Partnership received approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ RDD Auction Company to market and auction its personal and
real properties.
As compensation, RDD Auction Company will get 10 percent of the
first $25,000 from the sale of its real properties and 4 percent of
the balance. Meanwhile, the firm will get 20 percent of the first
$5,000 from the sale of its personal properties; 10 percent of next
$50,000; and 4 percent of the balance.
R. Dale Dunn, a partner at RDD Auction Company, 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:
R. Dale Dunn
RDD Auction Company
1260 Raynor Mill Road
Mount Olive, NC 28365
Tel: (919) 689-9400
About Rock Ridge Farms Partnership
Rock Ridge Farms Partnership is in the business of farming sweet
potatoes, soybeans, corn, and peanuts in and around Wilson County,
N.C.
Rock Ridge Farms sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00291) on Feb. 2,
2023, with up to $10 million in both assets and liabilities. Robert
C. Boyette, partner at Rock Ridge Farms, signed the petition.
Judge Joseph N. Callaway oversees the case.
David F. Mills, Esq., at Narron Wenzel, P.A., represents the Debtor
as legal counsel.
RODA LLC: Seeks to Hire Intellequity as Special Counsel
-------------------------------------------------------
Roda, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Oregon to employ Intellequity Legal Services, LLC as
its special counsel.
The Debtor requires legal assistance in limited liability company
matters, including but not limited to, negotiating leases and
managing its filings with the Oregon Secretary of State and other
formalities.
Intellequity will charge $150 per hour for its services.
As disclosed in court filings, Intellequity does not hold nor
represent any interest adverse to the Debtor and its estate.
The firm can be reached through:
Jim Boness, Esq.
Intellequity Legal Services, LLC
111 SW Ave., Suite 3150
Portland, OR 97204
Phone: (503) 877-0881
Email: jboness@intellequityip.com
About Roda LLC
Roda, LLC, a company in Washington County, Ore., sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case
No. 23-30250) on Feb. 6, 2023. In the petition signed by its
managing member, Roy MacMillan, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Teresa H. Pearson oversees the case.
Douglas R. Ricks, Esq., at Vander Bos and Chapman, LLP and
Intellequity Legal Services, LLC serve as the Debtor's bankruptcy
counsel and special counsel, respectively.
SENIOR CARE: March 27 Plan Confirmation Hearing Set
---------------------------------------------------
Judge Caryl E. Delano has entered an order conditionally approving
the Disclosure Statement of Senior Care Living VII, LLC.
The Court will conduct a hearing on confirmation of the Plan,
including timely filed objections to confirmation, objections to
the Disclosure Statement, motions for cramdown, applications for
compensation, and motions for allowance of administrative claims on
March 27, 2023 at 2:00 PM in Tampa, FL - Courtroom 9A, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue.
Any written objections to the Disclosure Statement must be filed
with the Court and served on the Local Rule 1007−2 Parties in
Interest List no later than 7 days prior to the date of the hearing
on confirmation.
Parties in interest must submit to the Clerk's office their written
ballot accepting or rejecting the Plan no later than 8 days before
the date of the Confirmation Hearing.
Objections to confirmation must be filed with the Court and served
on the Local Rule 1007−2 Parties in Interest List no later than 7
days before the date of the Confirmation Hearing.
The Plan Proponent must file a ballot tabulation no later than 96
hours prior to the time set for the Confirmation Hearing.
About Senior Care Living VII
Senior Care Living VII, LLC sought Chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Lead Case No. 22-00103) on Jan. 10, 2022, listing
up to $50 million in both assets and liabilities.
Judge Caryl E. Delano oversees the case.
Michael C. Markham, Esq., at Johnson Pope Bokor Ruppel & Burns,
LLP, is the Debtor's legal counsel while SC&H Group, Inc. serves as
the Debtor's financial advisor.
SHEFA LLC: Plan & Disclosures Due April 3, 2023
-----------------------------------------------
Judge Thomas J. Tucker has entered an order that the following
deadlines and hearing dates are established for Shefa, LLC:
* The deadline for the Debtor to file motions is March 6, 2023.
This is also the deadline to file all unfiled overdue tax returns.
The case will not be delayed due to unfiled tax returns.
* The deadline for parties to request the Debtor to include any
information in the Disclosure Statement is March 6, 2023.
* The deadline for the Debtor to file a Combined Plan and
Disclosure Statement is April 3, 2023.
* Unless the Court later orders otherwise, the deadline to
return ballots on the plan, as well as to file objections to final
approval of the disclosure statement and objections to confirmation
of the plan, is May 8, 2023. The completed ballot form must be
returned by mail to the Debtor's attorney: Robert N. Bassel, P.O.
Box T, Clinton, MI 49236.
* Unless the Court later orders otherwise, no later than May 15,
2023, the Debtor must file a signed ballot summary indicating the
ballot count under 11 U.S.C. Sec. 1126(c) and 1126(d).
* Unless the Court later orders otherwise, the hearing on
objections to final approval of the Disclosure Statement and
confirmation of the Plan will be held on Wednesday, May 17, 2023 at
11:00 a.m.
* The deadline for all professionals to file final fee
applications is 30 days after the confirmation order is entered.
* The deadline to file a motion to extend the deadline to file a
Plan is March 3, 2023.
* The deadline to file a motion to extend the time to file a
motion to assume or reject a lease under 11 U.S.C. Sec. 365(d)(4)
is March 1, 2023. Counsel for the Debtor must consult with the
courtroom deputy to assure that such a motion is set for hearing on
or before March 29, 2023.
About Shefa LLC
Shefa LLC is a Single Asset Real Estate as defined in 11 U.S.C.
Section 101(51B).
Shefa LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-40908) on Feb. 1,
2022. In the petition filed by principal, as manager, the Debtor
reported assets and liabilities between $1 million and $10
million.
The Debtor is represented by:
Robert N. Bassel, Esq.
P.O. Box T
16400 J L Hudson Dr.
Southfield, MI 48075
SHERLOCK STORAGE: Creditor Seeks to Defer Hearing to April 6
------------------------------------------------------------
Creditor Holly M. Mohorcich, Trustee of the Mark Mohorcich
Irrevocable Trust, a secured creditor, moves the Bankruptcy Court
for an order continuing the hearing on final approval of the
Disclosure Statement for Chapter 11 Plan and confirmation of
Sherlock Storage, LLC's Plan of Reorganization, which are currently
set for hearing on Thursday, March 9, 2023 at 9:00 a.m., to the
Court's next scheduled hearing date on Thursday April 6, 2023.
Mohorcich seeks this continuance because counsel for Mohorcich is
scheduled to be participating in a jury trial on March 9 before the
United States District Court in Butte.
Counsel for Debtor has been contacted and Debtor does not oppose
this motion or the continuance.
Attorneys for Holly M. Mohorcich, Trustee of the Mark Mohorcich
Irrevocable Trust:
Martin S. King, Esq.
WORDEN THANE P.C.
321 W. Broadway, Ste. 300
Missoula, MT 59802
Tel: (406) 721-3400
Fax: (406) 721-6985
E-mail: mking@wordenthane.com
About Sherlock Storage
Sherlock Storage, LLC, sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-90150) on
Oct. 4, 2022, with $1 million to $10 million in both assets and
liabilities. Judge Benjamin P. Hursh oversees the case.
Gary S. Deschenes, Esq., at Deschenes & Associates Law Offices and
Cappis Consulting & Tax, LLC, serve as the Debtor's legal counsel
and accountant, respectively.
SIGNAL PARENT: Moody's Lowers CFR to Caa1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Signal Parent, Inc.'s
(Interior Logic Group, "ILG") corporate family rating to Caa1 from
B3 and Probability of Default Rating to Caa1-PD from B3-PD. At the
same time, Moody's downgraded the instrument level ratings on ILG's
first lien term loan to Caa1 from B2 and its senior unsecured notes
to Caa3 from Caa2. The outlook is stable.
"The downgrade reflects weakening in ILG's end markets, especially
with homebuilder customers, as Moody's expects a significant
year-on-year decline of 18.5% in single-family new home
construction in 2023," stated Nirali Patel, Analyst.
"Leverage has remained persistently high since the LBO transaction
and RDS acquisition in 2021, currently standing at 7.8x, and will
increase to 8.7x in 2023 despite the realization of further cost
savings," continued Patel.
Governance considerations under Moody's ESG framework—including
financial strategy & risk management—were a key driver of the
rating action. Moody's has revised ILG's governance issuer profile
score (IPS) to G-5 from G-4, and its credit impact score (CIS) to
CIS-5 from CIS-4 given the company's weakness in financial risk
management.
Downgrades:
Issuer: Signal Parent, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Bank Credit Facility, Downgraded
to Caa1 (LGD3) from B2 (LGD3)
Senior Unsecured Regular Bond/Debenture, Downgraded to
Caa3 (LGD5) from Caa2 (LGD5)
Outlook Actions:
Issuer: Signal Parent, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
ILG's Caa1 Corporate Family Rating is constrained by: 1) the
company's persistent high debt to EBITDA leverage; 2) relatively
low operating margin inherent to the business model; 3) a roll up
acquisition strategy and presence of integration risks and
potential increases in debt leverage; 4) risks related to private
equity ownership, including a financial policy that has resulted in
a significant leveraging of the balance sheet in a 2021 buyout
transaction and potential shareholder friendly actions, and 5) the
volatility and cyclicality inherent to the residential end markets
served.
At the same time the credit profile is supported by the following
key factors: 1) meaningful size and scale, with revenue of about
$2.2 billion and a national footprint; 2) a strong competitive
position in a fragmented market of installation and design studio
services and long-term customer relationships with homebuilders;
and 3) a track record of growth through acquisitions.
Moody's expects ILG will maintain adequate liquidity over the next
12 to 15 months, supported by moderately positive free cash flow,
flexibility under its springing fixed charge coverage covenant, and
access to a $150 million ABL revolving credit facility. The company
has about $38 million of cash on the balance sheet as of September
30, 2022. Moody's expects ILG to generate positive free cash flow
in 2023 driven by the roll-off of one-time costs related to the
integration of RDS and better working capital management, although
the consistency of these cash flows is uncertain. Access to the ABL
is robust with around $97 million of availability after $50 million
drawn and about $3 million in letters of credit, but the borrowing
base is expected to fluctuate, especially with reduction in working
capital. ILG's liquidity is supported by the lack of upcoming debt
maturities, with the nearest maturity being its ABL credit facility
in 2026.
The stable outlook reflects ILG's solid interest coverage, which
Moody's expects the company to maintain despite the current rate
environment due to the hedges the company has on most of its
variable interest rate debt. The hedges, along with stronger
working capital management and roll-off of integration costs
related to RDS, should support cash flow metrics over the next 12
to 18 months.
ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS
Governance considerations are material to ILG's rating. Governance
factors Moody's consider for ILG include the aggressive financial
strategy of its sponsor with respect to the company's high debt
leverage that resulted from the leveraged buyout in 2021. Moody's
also considers the risks of potential shareholder returns given the
private equity ownership of the company, as well as risks related
to its acquisitive growth strategy, which presents a potential for
leveraging transactions and integration challenges. The company's
financial sponsor, the Blackstone Group, holds about 97% of its
common stock. ILG has 6 independent members on its board of
directors from a total of 10, or 60%. Environmental and social
considerations are not material concerns in Moody's analysis of
ILG.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company improves operating
margin, reduces debt to EBITDA sustainably below 6.5x, maintains
conservative financial policies with respect to leverage,
shareholder friendly actions and acquisitions, and achieves good
liquidity and consistently positive free cash flow.
The ratings could be downgraded if EBITA to interest coverage
declines below 1.0x, further deterioration in liquidity, including
negative free cash flow, decline in operating margin, or an
increase in the likelihood of a restructuring, resulting in a
reduction in recovery prospects for creditors or a default.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
Interior Logic Group, headquartered in Irvine, CA, is one of the
nation's leading providers of design center management and interior
installation services. The Blackstone Group is the company's
financial sponsor. For the last twelve months ended September 30,
2022, the company generated about $2.2 billion in revenue.
STARRY GROUP: $27MM of ArrowMark DIP Loan Has Interim OK
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Starry Group Holdings, Inc. and its debtor-affiliates to use cash
collateral and obtain postpetition financing on an interim basis.
The Debtors secured postpetition financing from a group of lenders
led by ArrowMark Agency Services LLC, as administrative agent. The
loan consists of:
(a) an aggregate principal amount of up to $43 million in "new
money" term loans, of which (i) $12 million will be available
immediately upon entry of the Interim Order, (ii) $12 million will
be available upon entry of the Final Order, and (iii) $19 million
will be available upon the occurrence of the earlier of entry of a
Court order (1) approving the sale of all or substantially all of
the Debtors' assets or (2) confirming a plan of reorganization in
the Chapter 11 Cases; and
(b) rolled-up Tranche D Loans under the Prepetition Credit
Agreement held by the Prepetition Lenders providing the New Money
DIP Loans, in an aggregate amount of $15 million in principal,
capitalized fees and accrued interest upon entry of the Interim
Order, and in an aggregate amount equal to the remaining
outstanding principal balance of the Tranche D Loans held by the
Prepetition Lenders providing the New Money DIP Loans, plus
capitalized fees and accrued interest thereon, upon entry of the
Final Order.
The Debtors are authorized to borrow up to an aggregate principal
amount of $27 million of DIP Loans -- which consist of (i) $12
million in New Money DIP Loans and (ii) the immediate, automatic,
and irrevocable conversion of $15 million of Tranche D Loans into
an equal amount of DIP Roll-Up Loans, in each case subject to the
occurrence of the "Closing Date" and subject to and in accordance
with the Interim Order, without any further action by the Debtors
or any other party.
Starry Foreign Holdings Inc. and all of the Borrowers are the
guarantors under the DIP Facility.
The DIP Loan Facility will mature on the earliest to occur of: (a)
August 20, 2023, (b) dismissal of any of the Chapter 11 Cases or
conversion of any of the Chapter 11 Cases into a case under Chapter
7 of the Bankruptcy Code, and (c) the closing of a sale of all or
substantially all assets of the Loan Parties (other than to another
Loan Party).
The DIP Credit Agreement and Restructuring Support Agreement
require the Debtors to meet several milestones.
The Debtors require access the DIP Facility and to use cash
collateral, to among other things, (a) ensure the continued,
uninterrupted operation of their business as they implement the
transactions contemplated by the Restructuring Support Agreement,
(b) assure their customers, employees, and business partners that
they are well-capitalized during the pendency of the Chapter 11
Cases, and (c) make available sufficient funding to pay necessary
expenses incurred in connection with the Chapter 11 Cases.
Certain of the Debtors are party to the Credit Agreement, dated as
of February 14, 2019, by and among the Borrowers, the lenders party
thereto from time to time, and ArrowMark as administrative agent.
The Prepetition Credit Agreement provides for a senior secured term
loan facility, having an outstanding balance as of the Petition
Date (and giving effect to the commencement of the Chapter 11
Cases) of $287.509 million in the aggregate, divided across these
tranches:
$81.631 million in Tranche A Loans;
$113.115 million in Tranche B Loans;
$61.268 million in Tranche C Loans;
$15.908 million in 2022 Tranche D Loans; and
$15.584 million in 2023 Tranche D Loans
The Prepetition Term Loans are secured by a senior priority
security interest in substantially all of the Debtors' assets, the
Tranche D Loans have payment priority in the waterfall (from the
collateral proceeds or otherwise) over the other tranches. There is
a financial covenant with respect to the Prepetition Term Loans
that requires the Debtors to maintain a minimum cash balance of $15
million at all times. Upon the occurrence of an event of default,
in addition to the Prepetition Lenders being able to declare
amounts outstanding under the Prepetition Term Loans due and
payable, the Prepetition Lenders can elect to increase the interest
rate by 2.0% per annum.
As adequate protection, the Prepetition Lenders are granted:
(a) valid and perfected security interests in and liens on the
DIP Collateral in accordance with the priorities set forth in the
DIP Orders;
(b) allowed, superpriority administrative expense claims under
sections 503(b) and 507(b) of the Bankruptcy Code, in accordance
with the priorities set out in the DIP Orders; and
(c) the reasonable and documented fees and expenses of counsel
and other professionals, as set forth in the DIP Orders.
Each of the DIP Liens, DIP Superpriority Claims, Prepetition Liens,
Adequate Protection Liens, and Adequate Protection Claims will be
subject and subordinate to the Carve-Out, consisting of the sum of
(a) all fees required to be paid to the Clerk of the Court and
to the Office of the United States Trustee for the District of
Delaware pursuant to 28 U.S.C. sec. 1930(a);
(b) all reasonable fees and expenses incurred by a trustee
under section 726(b) of the Bankruptcy Code in an amount not exceed
$50,000;
(c) to the extent allowed at any time but incurred at any time
before or on the first business day following delivery by the DIP
Agent, at the direction of the Required Lenders, of a Carve-Out
Trigger Notice, all (A) unpaid fees and expenses, including any
restructuring, sale, success, or other transaction fee of any
investment bankers or financial advisors of the DIP Loan Parties
incurred by persons or firms retained by the Debtors; and (B)
unpaid fees and expenses incurred by professionals retained by a
statutory committee; and
(d) Allowed Professional Fees not to exceed $750,000 plus --
without duplication -- any transaction-based fee of any investment
bankers or financial advisors to the DIP Loan Parties after the
first business day following delivery by the DIP Agent, at the
direction of the Required Lenders, of the Carve-Out Trigger Notice
to the extent allowed at any time, whether by interim order.
A final hearing on the matter is set for March 22, 2023 at 2 p.m.
A copy of the order is available at https://bit.ly/3KyCLuW from
PacerMonitor.com.
About Starry Group
Boston-based Starry Group Holdings, Inc. is a licensed fixed
wireless technology developer and internet service provider. The
Company is an early-stage growth company.
Starry Group Holdings, Inc. and 11 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-10219) on February 20, 2023. As
of September 30, 2022, Starry Group had $270.6 million in total
assets against $309.7 million in total liabilities.
The petitions were signed by William J. Lundregan as authorized
officer.
The Hon. Karen B. Owens oversees the cases.
Lawyers at YOUNG CONAWAY STARGATT & TAYLOR, LLP and LATHAM &
WATKINS LLP serve as counsel to the Debtors; PJT PARTNERS LP serves
as their investment banker; FTI CONSULTING, INC. as their financial
advisors; and KURTZMAN CARSON CONSULTANTS LLC as their claims and
noticing agent.
STERLING GARDEN: Public Auction Sale Slated for April 13
--------------------------------------------------------
JCL Capital Partners 2016 LLC Series G ("secured party") will offer
for sale, at public auction, all rights, title, and interests of
HUA (Diane) LI, as pledgor, in and to the following: a) 100% of the
limited liability membership interests in Sterling Garden LLC; and
b) all other collateral pledged pursuant to that certain ownership
interests pledged and security agreement dated as of Dec. 30, 2016,
by pledgor to secured party, pursuant to which pledgor pledged to
secured party among other things, all of pledgor's rights, title
and interest, in, to and under 100% of the limited liability
company membership interests in the Company.
The public auction will be held on April 13, 2023, at 2:30 p.m.
(New York Time) (i) by remote auction via Zoom, meeting link:
https://bit.ly/SterlingUCC (case sensitive), meeting ID: 842 7713
8500, Password: 575504.
The sale will be conducted by Mannion Auctions LLC, Matthew D.
Mannion.
In order to participate in the auction, contact the auctioneer, via
email at mdmannion@jpandr.com or via telephone at +1 (212) 267-6698
to receive deposit instructions and terms of sale.
Based upon the information provided by pledgor and its affiliates,
it is the understanding of secured party that: (i) pledgor owns
100% of the limited liability company membership interests in the
Company; (ii) the Company owns the fee interest in the real
property known as 1410/1453 Bayshore Avenue, Bronx, New York 10465;
(iii) the Company's limited liability company membership interests
are encumbered by and subject to, among other things, a first
priority security interest held by secured party securing
indebtedness in the approximate outstanding amount of $599,054.56
as of Feb. 6, 2023, with interest, late fees, costs and expenses
accruing therefrom.
Counsel for secured party:
Florek & Counsel LLC
Attn: Stephen A. Florek, III, Esq.
238 Route 206, Suite A
Branchville, New Jersey 08826
Tel: (973) 862-5052 Ext. 701
Fax: (914 219-0948
STONEMOR INC: Moody's Assigns B3 CFR & Rates $365MM Sec. Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned to StoneMor Inc., a provider of
funeral and cemetery products and services in the United States and
Puerto Rico, a B3 Corporate Family Rating and a B3-PD Probability
of Default Rating. Moody's also assigned a B3 rating to StoneMor's
existing $365 million senior secured notes due 2029. The outlook is
negative. StoneMor's private equity sponsor ownership points to an
aggressive financial policy, therefore governance considerations
are a driver of this rating action.
Assignments:
Issuer: StoneMor Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured Global Note, Assigned B3 (LGD3)
Outlook Actions:
Issuer: StoneMor Inc.
Outlook, Negative
RATINGS RATIONALE
The B3 CFR reflects Moody's expectation for 2023 that pre-need
cemetery sales production will grow in the low-single-digit
percentage range and at-need volume will decline in the
mid-single-digit percentage range. While Moody's expects
inflationary pressure to lessen, StoneMor should also realize
additional cost savings to offset some inflationary pressure,
including reduced costs from going private in November 2022. For
2023, Moody's anticipates debt to accrual EBITDA (reflecting
Moody's standard adjustments, as well as adding deferred revenues
and deducting deferred expenses) of below 5x and accrual EBITDA
less capital expenditures to interest expense of about 2x. However,
Moody's expects financial leverage and interest coverage metrics
without adjusting for deferrals to remain weak. StoneMor has not
generated positive free cash flow on an annual basis since 2018,
and Moody's expects free cash flow to remain negative in 2023. The
company's unrestricted cash balances declined $57 million from the
prior year's quarter-end to $43 million as of September 30, 2022.
The rating is supported by a national portfolio of cemetery
properties and an approximately $1 billion backlog of pre-need
cemetery and funeral sales. StoneMor is owned by a private
financial sponsor affiliate, and as such Moody's anticipates
aggressive financial strategies, including the use of cash and debt
proceeds to fund acquisitions. Prior to 2016, StoneMor had not
completed any acquisitions, and the company spent $19 million on
acquisitions in the first 9 months ended September 30, 2022
primarily funded with cash on hand and revolver borrowings.
The B3 rating of the $365 million senior secured notes due 2029
reflect a PDR of B3-PD and a loss given default ("LGD") of LGD3.
The senior secured rating is in line with the B3 CFR and reflects
its position as the vast majority of debt in the capital structure.
The $45 million super-priority revolver expiring in 2027 (not
rated) is ranked ahead of the senior secured notes.
The negative outlook reflects execution risk that StoneMor faces to
improve its liquidity and generate positive free cash flow on a
sustainable basis. The outlook could return to stable if liquidity
improves including an improvement in StoneMor's free cash flow
generation and revolver availability increases.
The company's adequate liquidity profile is supported by $43
million of unrestricted cash and around $28 million of availability
under its $45 million revolver as of September 30, 2022 despite
Moody's expectation of single-digit negative free cash flow over
the next 12 to 18 months. The $45 million revolver expiring in 2027
is likely to support any unexpected working capital swings and
utilized to fund acquisitions. StoneMor can increase revolver
commitments by an additional $15 million. As defined by the loan
agreement, the revolver contains a springing maximum total net
leverage ratio covenant that cannot exceed 6.5x, which is tested
when the revolver draw is 87.5% ($39.375 million) or greater. As of
September 30, 2022, the bank covenant total net leverage ratio was
3.2x. Moody's expects StoneMor to maintain ample cushion under its
financial covenant. The loan agreement also contain a minimum
liquidity covenant requiring StoneMor to maintain an average
calendar monthly balance of unrestricted cash of not less than $15
million and a negative covenant that capital expenditures cannot
exceed $15 million in the aggregate during any fiscal year.
The negative outlook reflects execution risk that StoneMor faces to
improve its liquidity and generate positive free cash flow on a
sustainable basis. The outlook could return to stable if liquidity
improves including an improvement in StoneMor's free cash flow
generation and revolver availability increases.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook indicates that rating upgrades are unlikely
over the next 12-18 months. However, the ratings could be upgraded
if Moody's anticipates: 1) continued improvement in profitability
resulting in a sustained reduction in GAAP financial leverage, and
2) free cash flow to debt sustained above 5%.
The ratings could be downgraded if Moody's expects: 1) debt to
accrual EBITDA sustained below 5.5x, 2) liquidity to deteriorate,
including if Moody's expect negative free cash flow to persist
beyond 2023, 3) a decline in the value of StoneMor's assets,
including its preneed cemetery sales backlog, or 4) more aggressive
financial strategies.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
StoneMor Inc., based in Bensalem, PA and owned by affiliates of
Axar Capital Management L.P., is a provider of funeral and cemetery
products and services in the United States and Puerto Rico.
StoneMor operates 304 cemeteries and 73 funeral homes. The company
owns 275 of these cemeteries and operates the remaining 29 under
long-term management agreements with non-profit cemetery
corporations that own the cemeteries. StoneMor booked GAAP revenues
of $323 million as of the last 12 months through September 30,
2022.
STRATHCONA RESOURCES: S&P Alters Outlook to Stable, Affirms B+ ICR
------------------------------------------------------------------
S&P Global Ratings revised the outlook to stable from positive and
affirmed its 'B+' issuer credit rating on Canada-based Strathcona
Resources Ltd. S&P Global Ratings also affirmed its 'BB-'
issue-level rating and '2' recovery rating on the company's senior
unsecured notes.
S&P said, "The stable outlook reflects our view that cash flow
generation and projected credit metrics will support the ratios
underpinning the current financial risk profile and credit rating.
Specifically, we project adjusted funds from operations (FFO) to
debt to average about 80% and adjusted debt to EBITDA of below 1.5x
over the next two years."
S&P believes Strathcona's C$2 billion credit facility will remain
more than two-thirds drawn through 2023, limiting ability to
withstand industry downturns.
Aggressive growth strategy has reduced liquidity cushion under the
credit facility. Strathcona's growth strategy is highly
acquisitive, with the company having spent about C$3.5 billion
acquiring properties in the past year. While past transactions had
been funded with equity, the recent acquisitions of Caltex
Resources Ltd., Cenovus Energy Inc.'s Tucker thermal oil assets,
and Serafina Energy Ltd. were mostly funded with debt.
Specifically, the acquisition of Serafina for C$2.3 billion (closed
in August 2022) was largely funded using the C$2 billion credit
facility, which remains mostly drawn (80%-85% as of year-end 2022).
Although the acquisitions have increased the company's scale,
projected to average 150,000 barrels of oil equivalent per day
(boe/day) in 2023 up from 68,000 boe/day in 2021, Strathcona's
liquidity cushion has diminished, and we believe it will remain
tight through 2023.
S&P said, "We project strong free cash flow generation but it will
not be sufficient to meaningfully reduce drawings under the credit
facility. We project strong credit measures for Strathcona over the
next two years (2023-2024), with adjusted FFO to debt averaging 80%
and debt to EBITDA averaging below 1.5x, primarily led by higher
production and favorable oil prices. While credit measures are
strong for the rating, improvement to our financial risk assessment
is constrained by our view of Waterous Energy Fund as a financial
sponsor.
"Based on our cash flow projections, we forecast Strathcona's
adjusted FFO to average C$1.8 billion over the next two years.
Although the company has meaningfully increased its capital budget
for 2023, which includes C$200 million to be spent on the legacy
Serafina assets, we forecast strong positive free cash flow
generation. However, we believe the excess cash will be largely
used to repay the C$700 million term loan due February 2024 as
mandated by the loan agreement. In addition, while the recently
executed transactions related to sale-leaseback and restructuring
of hedging contracts provided some liquidity at year-end 2022
(about C$210 million), we project the credit facility will remain
largely drawn (about 75%) through 2023, which in our view weakens
liquidity to address future unanticipated operational or market
events. Given the current volatility in commodity prices, all else
equal, a US$5/bbl decline in our West Texas Intermediate (WTI)
price assumption would further reduce the availability under the
credit facility.
That said, management has the flexibility to cut back on growth
spending to preserve liquidity. S&P also assumes that management
will focus on integrating the recent assets and not engage in any
material acquisitions, at least until it bolsters liquidity.
While operational scale has increased, heavy oil accounts for most
of the product mix, constraining upside to the business risk
assessment. Strathcona's operational scale has increased
materially, primarily fueled by acquisitions, with 2023 production
projected to rise to average 150,000 boe per day, up 35% from 2022.
The growth is also supported by investments in debottlenecking and
brownfield expansions, using existing infrastructure and
facilities. In addition, the company has a relatively large
resource base, with estimated net proved reserves of 1 billion boe
(pro forma Serafina), having a reserve life index of close to 20
years providing good visibility to low-risk, long-term stable
production.
However, most of the production is conventional heavy oil and
thermal bitumen (about 75%), resulting in higher volatility than
that of many rated peers focused on light oil production. While the
company has a low decline rate, our business risk assessment
factors in the relatively high-cost structure compared with that of
peers focused on light oil and natural gas development. S&P
currently assesses the company's profitability (calculated on a
five-year, unit EBIT/thousand cubic feet basis) in the midrange of
our North American peer group, but would need consistent operating
performance being demonstrated at the existing assets as well as
recently acquired assets to maintain our profitability assessment.
S&P said, "The stable outlook reflects our view that cash flow
generation and projected credit metrics will support the ratios
underpinning the current financial risk profile and credit rating.
Specifically, we project adjusted FFO to debt to average about 80%
and adjusted debt to EBITDA of below 1.5x over the next two years.
The outlook also reflects our expectation that the company will
generate strong free operating cash flows and management will use
the excess cash to initially repay the term loan and thereafter
balances under the credit facility.
"We could lower the rating over the next 12 months if we expect FFO
to debt to decline below 20%, with limited prospects of
improvement, while the company also generates negative free cash
flows. This could occur if hydrocarbon prices underperformed our
current assumptions, and the company continued to spend on growth
projects. We could also lower the rating if we expected the credit
facility to remain largely drawn even through 2024 or management
pursued more aggressive financial policies, such as debt-funded
shareholder returns or acquisitions.
"We could raise the rating if Strathcona is able to materially
lower drawings under its credit facility, maintaining more than 50%
availability to manage unforeseen operational or market events.
Strathcona would also have to demonstrate successful integration of
acquired assets, maintaining profitability in the midrange of the
global peer group. In addition, we would expect the company to keep
its adjusted FFO-to-debt ratio above 45% at our long-term oil and
gas price assumptions and to fully repay its term loan."
ESG credit indicators: E-4, S-4, G-3
S&P said, "Environmental and social factors are negative
considerations in our credit rating analysis of Strathcona
Resources. With the company's upstream operations largely focused
on heavy oil (75% of average daily production), the environmental
risks associated with the greenhouse gas-intensive operations are a
material factor in our rating analysis. The credit profile is also
exposed to the social risks in the supply chain that contribute to
delays in completing new pipeline projects, which have resulted in
heightened heavy oil price differential volatility relative to
global benchmark prices in the past and stunted the oil sands
sector's growth prospects. Governance is a moderately negative
consideration, as is the case for most rated entities owned by
private-equity sponsors. We believe the company's financial risk
profile points to corporate decision-making that prioritizes the
interests of the controlling owners. This also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns."
TAMA DEVELOPMENT: Seeks to Hire Langley & Banack as Legal Counsel
-----------------------------------------------------------------
Tama Development Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire Langley & Banack, Inc. as
its legal counsel.
The Debtor requires legal counsel to:
a. take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions on the
Debtor's behalf, the defense of any action commenced against the
Debtor, the negotiation of disputes in which the Debtor is involved
and the preparation of objections to claims filed against the
estate;
b. prepare legal papers;
c. advise the Debtor on various bankruptcy issues; and
d. perform all other necessary legal services in connection
with the Debtor's Chapter 11 case.
Langley & Banack will be paid at these rates:
David S. Gragg, Shareholder $475 per hour
Allen M. DeBard, Shareholder $400 per hour
Stacy M. Foushee, Paralegal $100 per hour
Catherine Johnston, Paralegal $100 per hour
The firm received a $12,000 pre-bankruptcy retainer and a
post-petition retainer payment of $9,062.
As disclosed in a court filing, Langley & Banack is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Allen M. DeBard, Esq.
Langley & Banack, Inc.
745 E. Mulberry Ave., Suite 700
San Antonio, TX 78212
Tel: (210) 736-6600
Fax: (210) 735-6889
Email: adebard@langleybanack.com
About Tama Development
Tama Development, Inc. specializes in the nationwide distribution
of crop baling solutions. The company is based in Borene, Texas.
Tama Development sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Texas Case No. 23-50114) on Feb. 6,
2023, with $1 million to $10 million in both assets and
liabilities. Dwayne Thompson, president of Tama Development, signed
the petition.
Judge Michael M. Parker oversees the case.
The Debtor tapped Allen M. DeBard, Esq., at Langley & Banack, Inc.
as legal counsel.
TESSEMAE'S LLC: Seeks to Hire Cole Schotz as Legal Counsel
----------------------------------------------------------
Tessemae's LLC seeks approval from the U.S. Bankruptcy Court for
the District of Maryland to employ Cole Schotz P.C. as its legal
counsel.
The firm's services include:
(a) advising the Debtor of its rights, powers and duties in the
continued operation and management of its business;
(b) advising the Debtor concerning, and assisting in negotiation
and documentation of, financing agreements, cash collateral orders
and related transactions;
(c) reviewing the nature and validity of agreements relating to
the Debtor's business and advising the Debtor in connection
therewith;
(d) reviewing the nature and validity of liens, if any, asserted
against the Debtor and advising as to the enforceability of such
liens;
(e) advising the Debtor concerning the actions it might take to
collect and recover property for the benefit of its estate;
(f) preparing legal documents and reviewing all financial
reports prepared by the Debtor for filing in its Chapter 11 case;
(g) advising the Debtor concerning, and preparing responses to,
legal papers, which may be filed by parties in interest;
(h) counseling the Debtor in connection with the formulation,
negotiation and promulgation of Chapter 11 plans and related
documents; and
(i) other legal services.
The firm will be paid at these rates:
Members $485 to $1,200 per hour
Special Counsel $575 to $730 per hour
Associates $325 to $685 per hour
Paralegals $245 to $410 per hour
Litigation Support $380 to $405 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Cole Schotz received a pre-bankruptcy retainer totaling $120,000,
of which $50,000 in fees and expenses have been applied to
outstanding balances existing as of the petition date. The
remaining $70,000 constitutes a retainer as security for Cole
Schotz's post-petition services.
Gary Leibowitz, Esq., a partner at Cole Schotz, 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:
Gary H. Leibowitz, Esq.
Cole Schotz P.C.
300 E. Lombard Street, Suite 1450
Baltimore, MD 21202
Tel: (410)528-2971
Fax: (410)528-9401
Email: gleibowitz@coleschotz.com
About Tessemae's LLC
Tessemae's, LLC is a flavor-forward food company that makes
clean-label, organic salad dressing. The company is based in
Baltimore, Md.
Tessemae's sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-10675) on Feb. 1, 2023.
In the petition signed by its chief strategy officer, Demian Costa,
the Debtor disclosed up to $10 million in assets and up to $50
million in liabilities.
Judge Nancy V. Alquist oversees the case.
Gary H. Leibowitz, Esq., at Cole Schotz P.C., is the Debtor's legal
counsel.
DIP lenders TESSE FUND I, LLC, MCDJR-TESSE, LLC and PMCDTESSE, LLC,
are represented by Richard L. Costella, Esq., at Tydings &
Rosenberg, LLP.
TIMBERSTONE 4038T: Case Summary & Four Unsecured Creditors
----------------------------------------------------------
Debtor: Timberstone 4038T, LLC
2 Davis Drive, Unit C
Belvedere Tiburon, CA 94920
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-30109
Judge: Hon. Hannah L. Blumenstiel
Debtor's Counsel: Sarah M. Stuppl, Esq.
LAW OFFICES OF STUPPL & STUPPL
1630 N. Main Street, #332
Walnut Creek, CA 94596
Tel: 415-786-4365
Email: sarah@stuppilaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Marshal Rothman, as managing member.
A copy of the Debtor's list of four unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SQUTCKQ/Timberstone_4038T_LLC__canbke-23-30109__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SVDWLXQ/Timberstone_4038T_LLC__canbke-23-30109__0001.0.pdf?mcid=tGE4TAMA
TOMS KING (OHIO): Committee Taps Dundon as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of Toms King (Ohio)
LLC and its affiliates seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to employ Dundon Advisers,
LLC as financial advisor.
The committee requires a financial advisor to:
-- assist in the analysis, review, and monitoring of the
Debtors' restructuring process, including but not limited to, an
assessment of the unsecured claims pool and potential recoveries
for unsecured creditors;
-- review the terms of the Debtors' budget to ensure it provides
sufficient liquidity to run the sale process;
-- assist in analysis of (i) lease rejection damages, (ii)
leases to be assumed, and (iii) adequate assurance to be provided
by any potential purchasers;
-- develop an understanding of the Debtors' businesses,
including current and "go-forward" business plans and operation,
footprint optimization, store closure or lease rejection program to
support the committee's analysis of the sales process;
-- monitor the current sales process including, without
limitation, financial projections, the proposed list of buyers, and
the valuations of the assets and business;
-- monitor, and to the extent appropriate, assist the Debtors in
efforts to develop and solicit transactions which would support
unsecured creditor recovery;
-- assist the committee in identifying, valuing and pursuing
estate causes of action, including but not limited to, relating to
pre-bankruptcy transactions, control person liability, and lender
liability;
-- advise the committee in negotiations with the Debtors and
third parties;
-- assist the committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, cash budgets, and
monthly operating reports;
-- review and provide analysis of any proposed disclosure
statement and Chapter 11 plan and, if appropriate, assist the
committee in developing an alternative Chapter 11 plan;
-- attend meetings and assist in discussions with the committee,
the Debtors, the purported secured lender, the U.S. Trustee, the
franchisor Burger King, and other parties in interest and
professionals; and
-- perform other advisory services.
The firm will be paid at these rates:
Principals $850 per hour
Managing Directors $760 per hour
Senior Advisers $760 per hour
Senior Directors $700 per hour
Directors $625 per hour
Associate Directors $550 per hour
Senior Associates $475 per hour
Associates $370 per hour
Peter Hurwitz, a partner at Dundon Advisers, 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:
Peter A. Hurwitz
Dundon Advisers, LLC
1601 Belvedere Rd., Ste. 305S
West Palm Beach, FL 33406
Tel: (914) 341-1188
Fax: (212) 202-4437
Email: PH@dundon.com
About Toms King (Ohio)
TOMS King (Ohio), LLC and its affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ohio Lead Case No. 23-50001) on Jan. 2, 2023. At the
time of the filing, TOMS King (Ohio) reported as much as $50,000 in
assets and $10 million to $50 million in liabilities.
Judge Alan M. Koschik oversees the cases.
The Debtors tapped Allen Stovall Neuman & Ashton, LLP and Womble
Bond Dickinson (US), LLP as legal counsels; ReInvest Capital, LLC
as investment banker; and A&G Realty Partners, LLC as real estate
advisor. Omni Agent Solutions, Inc. is the claims and noticing
agent and administrative advisor.
On Jan. 17, 2023, the U.S. Trustee for Regions 3 and 9 appointed an
official committee of unsecured creditors in these Chapter 11
cases. Kilpatrick Townsend & Stockton LLP and Krugliak, Wilkins,
Griffiths, & Dougherty Co., LPA serve as the committee's counsel
while Dundon Advisers, LLC is the financial advisor.
TORREY HOLDINGS: To Seek Plan Confirmation on March 28
------------------------------------------------------
Torrey Holdings LLC sought and obtained an order (i) granting
conditional approval of Debtor's the Amended Disclosure Statement,
(ii) prescribing notice and solicitation procedures with respect to
the Disclosure Statement and Debtor's Amended Plan of
Reorganization, and (iii) setting a combined hearing for the final
approval of the Disclosure Statement and for the confirmation of
the Plan, and related briefing deadlines.
At the behest of the Debtor, the following dates and deadlines
related to the Motion are scheduled:
* All Ballots must be properly executed, completed, and the
original thereof shall be delivered to Debtor's counsel to be
actually received by no later than March 16, 2023, at 5:00 p.m.
(PST);
* March 16, 2023, is set as the last day for filing and serving
written objections to final approval of the Disclosure Statement or
the confirmation of the Plan;
* March 21, 2023, is the set deadline for the Debtor to file and
serve: a brief in support of the final approval of the Disclosure
Statement and confirmation of the Plan and a reply to any
objections filed to the final approval of the Disclosure Statement
and confirmation of the Plan; and
* March 28, 2023, at 9:30 a.m. is set for the combined hearing
for the final approval of the Disclosure Statement and to confirm
the Debtor's Plan.
Counsel for the Debtor:
Ryan A. Andersen, Esq.
Valerie Y. Zaidenberg, Esq.
ANDERSEN LAW FIRM, LTD.
3199 E Warm Springs Rd., Ste 400
Las Vegas, NV 89120
Tel: (702) 522-1992
Fax: (702) 825-2824
E-mail: ryan@vegaslawfirm.legal
valerie@vegaslawfirm.legal
About Torrey Holdings
Based in Las Vegas, Torrey Holdings, LLC, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 20-10449) on Jan. 27, 2020. At
the time of filing, the Debtor estimated assets of between $500,001
and $1 million and liabilities of less than $50,000. Judge Bruce T.
Beesley oversees the case. The Debtor tapped Andersen Law Firm,
Ltd., as its legal counsel.
TRANSOCEAN LTD: Units Agree to Transfer Deepwater Drillship to GSR
------------------------------------------------------------------
Subsidiaries of Transocean Ltd. entered into an agreement with
Global Sea Mineral Resources NV ("GSR") and one of its affiliates
pursuant to which the Company agreed to transfer to GSR the
stacked, ultra-deepwater drillship Ocean Rig Olympia, along with a
nominal cash contribution, in exchange for a noncontrolling
ownership interest in GSR.
As a result of the decision on Feb. 9, 2023, to transfer the
drillship and make the investment in GSR, the Company expects its
first-quarter 2023 results to include an estimated non-cash charge
ranging from approximately $150 million to $160 million.
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes
in technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services.
Transocean reported a net loss of $591 million for the year ended
Dec. 31, 2021, a net loss of $568 million for the year ended Dec.
31, 2020, and a net loss of $1.25 billion for the year ended Dec.
31, 2019. As of Sept. 30, 2022, the Company had $20.62 billion in
total assets, $1.50 billion in total current liabilities, $7.88
billion in total long-term liabilities, and $11.23 billion in total
equity.
* * *
As reported by the TCR on Oct. 18, 2022, S&P Global Ratings raised
the issuer credit rating on Switzerland-domiciled offshore drilling
contractor Transocean Ltd. to 'CCC' from 'SD'. The upgrade
reflects Transocean's enhanced liquidity runway.
TRINITY LEGACY: Seeks to Hire Velarde & Yar as New Counsel
----------------------------------------------------------
Trinity Legacy Consortium, LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Mexico to employ Velarde &
Yar to substitute for New Mexico Financial & Family Law, P.C.
The firm's services include:
a. representing and rendering legal advice to the Debtor
regarding all aspects of its bankruptcy case, including meetings of
creditors, claims objections, adversary proceedings, plan
confirmation and all hearings before the court;
b. preparing legal papers; and
c. assisting the Debtor in taking actions required to operate
under Chapter 11 of the Bankruptcy Code.
The firm will be paid at these rates:
Attorneys $300 per hour
Paralegals $100 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Gerald Velarde, Esq., a partner at Velarde & Yar, 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:
Gerald Velarde, Esq.
Joseph Yar, Esq.
Scott Cargill, Esq.
Velarde & Yar
PO Box 11044
Albuquerque, NM 87192
Tel: (505) 248-0050
Email: gvelarde@velardeyar.com
About Trinity Legacy Consortium
Trinity Legacy Consortium, LLC operates a construction and home
building business with locations in Farmington, N.M. and Wallowa,
Ore.
Trinity Legacy Consortium sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on Dec. 7,
2022. In the petition signed by its managing members, Jan Swift and
Jacob Swift, the Debtor disclosed up to $500,000 in assets and up
to $1 million in liabilities.
Judge Robert H. Jacobvitz oversees the case.
Velarde & Yar serves as the Debtor's bankruptcy counsel while Lewis
Roca Rothgerber Christie, LLP and Galvanize Law Group, LLC are the
Debtor's special counsels.
TRIUMPH GROUP: Moody's Rates First Lien Notes B2, Outlook Positive
------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Triumph Group,
Inc.'s new senior secured first lien notes due 2028. Concurrently,
Moody's affirmed Triumph's Caa2 Corporate Family Rating, Caa2-PD
Probability of Default Rating, and the Caa3 rating on the existing
senior unsecured notes. The B1 rating on the existing senior
secured first lien notes and the Caa1 rating on the existing senior
secured second lien notes were each unchanged. The speculative
grade liquidity (SGL) rating is also unchanged at SGL-3. The
outlook was changed to positive from stable.
Proceeds from the new senior secured first lien notes will be used
to refinance existing senior secured first lien and second lien
notes due 2024. Moody's expects that the ratings on the existing
senior secured notes due 2024 will be withdrawn upon transaction
close.
The assignment of the B2 (LGD2) rating on the new senior secured
first lien notes due 2028 reflects their first lien priority status
within Triumph's capital structure. The Caa3 (LGD5) rating on the
senior unsecured notes is one notch below the CFR. This reflects
the notes' unsecured nature and junior ranking compared to
Triumph's senior secured first lien notes.
The change of the outlook to positive from stable reflects Moody's
view that the ongoing recovery in commercial aerospace markets will
drive earnings growth, increased cash generation, and a gradual
improvement in Triumph's credit metrics.
The following is a summary of the rating actions:
Assignments:
Issuer: Triumph Group, Inc.
Senior Secured 1st Lien Regular Bond/Debenture, Assigned B2
(LGD2)
Affirmations:
Issuer: Triumph Group, Inc.
Corporate Family Rating, Affirmed Caa2
Probability of Default Rating, Affirmed Caa2-PD
Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 (LGD5)
No Actions:
Issuer: Triumph Group, Inc.
Senior Secured 1st Lien Regular Bond/Debenture, B1 (LGD2)
Senior Secured 2nd Lien Regular Bond/Debenture, Caa1 (LGD3)
Outlook Actions:
Issuer: Triumph Group, Inc.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
The affirmation of the Caa2 CFR reflects Triumph's weak credit
metrics and historically weak cash generation against Moody's
expectations of a sustained improvement in earnings and cash flow
over the next two years. The improvement in Triumph's credit
metrics will be driven by the ongoing recovery in commercial
aerospace and steady demand in the company's military markets.
Debt-to-EBITDA as of December 2022 is very high at around 10x,
although Moody's expects leverage to decline gradually as
commercial aerospace markets continue their recovery.
The CFR is supported by Triumph's considerable scale and
well-established presence as an aerospace supplier. Recent business
wins, coupled with ongoing de-risking efforts and the sale of the
unprofitable structures business, collectively create a path to
improved earnings and cash generation. This will support a more
stable and predictable business going forward.
The positive outlook reflects Moody's expectation of steady
operating performance along with sustained earnings growth and a
gradual improvement in credit metrics.
The SGL-3 speculative grade liquidity rating denotes Moody's
expectations of adequate liquidity over the next 12-18 months. Cash
totaled $116 million as of December 2022. Moody's anticipates
positive free cash flow generation during the fiscal 2024 year
ending March 31, 2024 with FCF-to-debt in the low single-digits.
The company does not have a revolving credit facility. Therefore,
external liquidity is limited to a $100 million accounts receivable
facility with roughly $10 million of availability as of December
2022 and an expiration of November 2024.
Triumph's ESG considerations reflect its highly negative
environmental, social and governance risk. Triumph has high
exposure to environmental and social risks due to carbon
transition. From a governance perspective, the company has a weak
balance sheet with debt-to-EBITDA of around 11x which limits
near-term financial flexibility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a ratings upgrade include the
refinancing and maturity extension of Triumph's senior secured
notes due 2024. Sustained earnings growth and FCF-to-debt
consistently in the low single-digits would also be supportive of
an upgrade.
Factors that could lead to a ratings downgrade include an inability
to consistently grow earnings or negative free cash flow during
fiscal 2024.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. designs,
engineers, manufactures, repairs and overhauls a broad portfolio of
aerospace and defense systems, components and subsystems. Moody's
expects revenues for the twelve months ended March 2023 to be $1.3
billion.
TRIUMPH GROUP: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Triumph Group Inc. and revised the outlook to stable from negative.
S&P also affirmed the 'CCC-' issue-level rating on the company's
unsecured debt with a '6' recovery rating.
At the same time, S&P assigned a 'CCC+' issue-level rating and '3'
recovery rating to Triumph's proposed $1,200 million senior secured
first-lien notes.
S&P said, "The stable outlook reflects our expectation that the
company's credit metrics will continue to improve throughout the
2024 fiscal year, driven primarily by growth within the systems and
service segment. We believe financial leverage will remain above 8x
until the back end of fiscal-year 2024 or early 2025.
"We expect Triumph's credit metrics to gradually improve in the
near term. Triumph's top line has been uneven as its end markets
recover from pandemic lows. Commercial narrow-body platforms
continue to be in high demand as OEM build rates improved and
stabilized at their current rates during the 2023 fiscal year. We
expect build rates to further improve in the 2024 and 2025 fiscal
years but remain below pre-pandemic levels. During the 2023 fiscal
year, lower military rotorcraft volumes somewhat slowed growth for
the military end market, as some current military programs, such as
the V22, are entering their sunset phases. Recent military contract
awards such as the F-22 and the Royal Navy's Frigate RMVA are
expected to stabilize revenues within the business line.
Additionally, Triumph will continue to support the V22 program as a
significant provider of aftermarket services. High utilization of
aging fleets keeps commercial aftermarket demand strong and we
expect this to be sustained over the next few years. Demand across
end markets has built up a strong backlog with a short cycle,
currently at $1.6 billion, with five of the top six programs
growing. Earlier in the fiscal year, Triumph restructured its
portfolio, moving away from capital-intensive metallic structure
businesses and toward systems and aftermarket services. As volumes
increase and restructuring costs roll off, the operational changes
should improve EBITDA margins. We forecast 2023 EBITDA margins of
13%-15% and 2024 EBITDA margins of 14%-16%. Though cash flow and
financial leverage metrics remain soft relative to pre-pandemic
levels, they are in line with expectations, and we forecast
continued improvement. For fiscal year 2023, we expect funds from
operations (FFO) to debt of 3%-5% and debt to EBITDA of 8.75x-9.5x.
Cash flows will remain poor, despite a strong fourth quarter, until
the back end of 2024.
"We expect strong demand to drive annual revenue growth of mid- to
high-single-digit percent over the next few years.The domestic
commercial aerospace market continues to recover with increasing
demand for both new assets and aftermarket services, but metrics
remain well below pre-pandemic levels. Domestic air travel demand
remains strong despite a looming recession, while international
travel demand is increasing. New aircraft deliveries remain well
below demand, though we expect major OEMs to gradually increase
build rates this year and into 2025. Because of a delay in
increasing build rates, older fleets continue to operate, requiring
higher levels of maintenance and overhaul, ultimately benefiting
the aftermarket segment.
"Triumph's liquidity remains tight, but we expect it to improve
during the 2024 fiscal year. We assess Triumph's liquidity as below
adequate, though we expect it to improve as top line growth driven
by higher volumes and a higher margin mix generates sustainable
positive cash flows. We expect this to occur during the second half
of 2024 as the company works through its $1.6 billion backlog. The
$1,200 million in newly issued notes addresses the 2024 maturities,
allowing the company to further build its liquidity position while
also addressing debt. Additionally, Triumph issued warrants to
stockholders in December 2022 that allow shareholders the
opportunity to increase their investment in the company or sell
their warrants for cash. The warrants could potentially raise up to
$270 million in cash, which the company can use for general
corporate purposes or debt paydown. The distribution illustrates
management's efforts towards debt reduction, but we expect Triumph
will need to take further measures to address the next upcoming
maturity, $500 million unsecured notes due 2025.
"The stable outlook for Triumph reflects our expectation that its
credit metrics will continue to improve over the next two years.
The aircraft OEM ramp up remains vulnerable due to supply-chain
constraints and labor supply pressures that continue to exist.
However, we expect build rates to increase and help drive growth
within Triumph's systems and support segment. The company also
increased its exposure to the maintenance, repair, and overhaul
(MRO) market, which has seen very strong demand and will provide
cushion if new builds are further delayed. We now expect debt to
EBITDA of 8.75x-9.5x and FFO to debt of 3%-5% for fiscal-year 2023.
In 2024, we expect debt to EBITDA of 8.0x-8.5x and FFO to debt of
5%-8%, as continued robust demand and a strong mix improve the
company's metrics."
S&P could lower its rating if it believes:
-- Triumph will likely default in the next 12 months due to a
near-term liquidity crisis. This could occur if a recovery in
aircraft demand is slower than S&P expects or supply-chain
challenges impair Triumph's earnings and free cash flow more than
S&P expects; or
-- The company may undertake a distressed debt exchange or
redemption.
S&P said, "We could raise our rating on Triumph if we expect its
debt to EBITDA to fall below 8x and its free operating cash flow to
at least break even on a sustained basis. This could occur if
demand for aircraft and related aftermarket services continues to
improve faster than we forecast."
ESG credit indicators: E-2, S-4, G-2
Social factors are a negative consideration in S&P's credit rating
analysis of Triumph. Demand for its new aircraft components and
related aftermarket services decreased due to the significant
decline in air travel. Resulting cuts in aircraft production rates
impaired its earnings and cash flows. However, the exact effect is
hard to isolate, as the company has also been divesting less
profitable operations over the past few years. Although aircraft
demand is stabilizing as air travel continues to recover, credit
ratios and liquidity are likely to be pressured for at least the
next 12-18 months.
TUESDAY MORNING: Closing One Store in Louisville
------------------------------------------------
Tuesday Morning is closing one of its Louisville locations as part
of a reorganization, according to Louisville Business First.
WLKY reports that Tuesday Morning Corp. has revealed plans to close
more than half of its stores across the country as the Dallas-based
off-price retailer seeks financial and operational reorganization
as a means to shore up outstanding liabilities, obtain capital and
evolve into a nimbler retailer.
As part of the restructuring process, the company spelled out
intentions to close stores in low-traffic regions as it looks to
optimize its footprint and focus on core and heritage markets. The
company operates 487 stores in 40 states.
One Louisville location is set to close with the latest
announcement — in Town Fair Center at 1959 S. Hurstbourne
Parkway.
Louisville Business First reported late last year that the Tuesday
Morning in Clarksville, Indiana, was set to close. That will leave
one Tuesday Morning in Greater Louisville, at 9240 Westport Road in
Rolling Hills Plaza.
"After considering how best to address Tuesday Morning's
exceedingly burdensome debt, we have determined that the best path
to reorganizing and transforming the Company begins with a Chapter
11 filing. Fortunately, we have the support of a committed capital
provider in Invictus and a clear vision for transforming into a
focused retailer that serves its core, heritage markets in a
profitable manner," said Chief Executive Andrew Berger in a
prepared statement on Tuesday, February 14, 2023, .
"We look forward to taking steps that enable us to emerge as a
stronger retailer that draws on a legacy of offering a unique
off-price value proposition to our loyal customer base. We
appreciate all the support of our employees, customers, creditors
and other partners as we seek to sustain commercial operations with
minimal disruptions," Berger continued.
About Tuesday Morning
Dallas, Texas-based Tuesday Morning Corporation 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.
Tuesday Morning and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 23-90001) on
Feb. 14, 2023.
The Debtors said both assets and liabilities, on a consolidated
basis, are between $100 million and $500 million.
The Hon. Edward L. Morris presides over the case.
Lawyers at Munsch Hardt Kopf & Harr, P.C., serve as counsel to the
Debtors. The Debtors tapped Piper Sandler as investment banker;
and Stretto, Inc., as claims and noticing agent.
VANTAGE DRILLING: Prices Offering of $200 Million 9.5% Senior Notes
-------------------------------------------------------------------
Vantage Drilling International has priced an offering of $200
million in aggregate principal amount of its 9.500% Senior Secured
First Lien Notes due 2028 and entered into a purchase agreement
with several investors pursuant to which the Company agreed to sell
the Notes to the Purchasers. The Notes will bear interest at an
annual rate of 9.500%, payable semi-annually in arrears on February
15 and August 15 of each year, beginning on Aug. 15, 2023. The
Notes will be fully and unconditionally guaranteed by the Company's
material subsidiaries, other than Vantage Financial Management Co.
The closing of the sale of the Notes is expected to occur today,
subject to customary closing conditions.
The Company will sell the Notes to the Purchasers in reliance on
the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended. Any resale by the Purchasers
of the Notes shall be (i) to qualified institutional buyers
pursuant to the exemption from registration provided by Rule 144A
under the Securities Act or (ii) pursuant to Regulation S under the
Securities Act. The Company will rely on these exemptions from
registration based in part on representations made by the
Purchasers in the Purchase Agreement.
About Vantage Drilling International
Vantage Drilling International, a Cayman Islands exempted company,
is an offshore drilling contractor, with a fleet of two
ultra-deepwater drillships, and five premium jackup drilling rigs.
Its primary business is to contract drilling units, related
equipment and work crews primarily on a dayrate basis to drill oil
and natural gas wells globally for major, national and independent
oil and gas companies. The Company also markets, operates and
provides management services in respect of, drilling units owned by
others.
Vantage Drilling reported a net loss of $110.25 million for the
year ended Dec. 31, 2021, compared to a net loss of $276.76 million
for the year ended Dec. 31, 2020. As of June 30, 2022, the Company
had $754.30 million in total assets, $96.69 million in total
current liabilities, $347.68 million in long-term debt, $9.96
million in other long-term liabilities, and $299.97 million in
total equity.
* * *
As reported by the TCR on Feb. 20, 2023, S&P Global Ratings placed
all its ratings on Vantage Drilling International on CreditWatch
with positive implications, including the 'CCC' issuer credit
rating. S&P said the CreditWatch placement reflects the likelihood
that S&P will raise its ratings on Vantage Drilling by one notch
after the redemption.
VILLAS OF COCOA: Sale of Townhome Units to Pay Off Claims
---------------------------------------------------------
The Villas of Cocoa Village LLC submitted a First Amended Chapter
11 Plan of Reorganization and a corresponding Disclosure
Statement.
The Chapter 11 Plan sets forth the terms of the financial
reorganization. After significant due diligence, the Debtor has
constructed this Plan and is the proponent of it. The Plan
contemplates the Debtor will utilize the net proceeds from
post-petition financing from its secured lender, D&S Investment
Capital, LLC, and from contributions from its Members, to
recommence construction of the Debtor's 18-townhome unit project in
Cocoa, Florida (the "Project"). The Debtor will sell each of the
units (each a "Unit") as they are completed, and the Debtor will
use the proceeds of the sales of Units to fund its operations, the
continued construction of the Project, and ultimately pay
creditors.
The Plan is feasible because D&S is providing the Post-Petition
Financing to allow the Debtor to restart construction of the
Project. The Members are also providing post-petition contributions
in the amount of $60,000 in connection with confirmation of the
Plan, which contributions will be used to pay administrative claims
of this case, relieving the Debtor of much of the burden of those
claims.
In addition, by rejecting the Debtor's pre-petition agreements to
sell the remaining Units, which agreements were entered into in
2019, the Debtor is able to market and sell each Unit at a price at
current market value. By selling the Units at a current market
value, the Debtor anticipates that it can complete the Project
notwithstanding substantially higher construction costs relative to
2019. The net cash from the sale of each Unit will be used to fund
construction of the rest of the Project and ultimately pay
creditors. The current anticipated schedule, projected costs and
sale prices, and the Debtor's expected resulting cash flow and
payments to creditors is set forth in detail in the Debtor's
Updated Projections.
The Debtor anticipates first using the Post-Petition Financing to
complete Building 2 (Units 3 and 4), and selling those Units at a
price of $589,000 each.1 The Debtor anticipates using the proceeds
of those sales to: (i) pay closing costs and outstanding taxes
including those in Class 2; associated with those Units; (ii) pay
an agreed-to release price to Class 1 (D&S) for each of Unit 3 and
Unit 4; and (iii) make an interim payment to Class 3 (General
Unsecured Creditors) of $25,000 from each of Unit 3 and Unit 4 for
a total of $50,000, which will be shared pro rata amongst General
Unsecured Creditors. The remaining funds will be retained by the
Debtor and used to complete construction of Building 3 (Units 5
through 8).
As the Units in Building 3 are completed, the Debtor will sell
those Units. The Debtor anticipates using the proceeds of those
sales to: (i) pay closing costs and outstanding taxes (including
those in Class 2; associated with those Units; (ii) pay an
agreed-to release price to Class 1 (D&S) for each of those Units,
and (iii) make an interim payment to Class 3 (General Unsecured
Creditors) of $10,000 from each Unit, which will be shared pro rata
amongst General Unsecured Creditors. The remaining funds will be
retained by the Debtor and used to complete construction of
Building 4 (Units 9-14).
As the Units in Building 4 are completed, the Debtor will sell
those Units. The Debtor anticipates using the proceeds of those
sales to: (i) pay closing costs and outstanding taxes (including
those in Class 2; associated with those Units; (ii) pay an
agreed-to release price to Class 1 (D&S) for each of those Units;
and (iii) make an interim payment to Class 3 (General Unsecured
Creditors) of $10,000 from each Unit, which will be shared pro rata
amongst General Unsecured Creditors. The remaining funds will be
retained by the Debtor and used to complete construction of
Building 5 (Units 15-18).
As the Units in Building 5 are completed, the Debtor will sell
those Units. The Debtor anticipates using the proceeds of those
sales to: (i) pay closing costs and outstanding taxes (including
those in Class 2; associated with those Units; and (ii) pay an
agreed-to release price to Class 1 (D&S) for each of those Units;
and (iii) make an interim payment to Class 3 (General Unsecured
Creditors) of $10,000 from each Unit, which will be shared pro rata
amongst General Unsecured Creditors. The Debtor anticipates that
Class 1 will be paid in full after the sale of Unit 15. Once all
Units are completed and sold, the Debtor anticipates paying the
remaining balance of claims under Class 3, net of ordinary course
liabilities and a reserve of $30,000 to be used to pay
administrative costs associated with reopening the Case.
Thereafter, the Debtor anticipates reopening the Case, obtaining a
discharge and entry of a final decree, and ultimately winding up
its business, although it is possible the Debtor may continue its
business.
Subject to the terms of the Plan, Mr. Harvey shall receive a $5,000
management fee from the closing of each Unit, except for the sale
of Unit 3 and Unit 4.
The Allowed general Unsecured Claim of Robert and Connie Harvey
(the "Harvey Claim") shall not participate in or be included in the
pro rata calculation for distributions provided for above until all
other claimants in Class 3 have received payments from the Debtor
totaling 80% of their Allowed Unsecured Claims, at which point the
Harvey Claim will thereafter share pro rata with the other
claimants in Class 3 in any payments made from the Debtor to Class
3.
If Debtor sells a Unit for at least $10,000 more than the sale
price (net of closing costs) stated in the Updated Projections, the
following governs how the net overage will be applied: (1) if any
Allowed administrative claim remains due (not including the
Super-Priority Claim), 50% to the Debtor, 50% pro rata to the
remaining Allowed administrative claims (not including the
Super-Priority Claim); (2) if no Allowed administrative claims
remain due, 75% to Debtor, 25% pro rata to the holders of Allowed
Unsecured Claims of Class 3 (subject to (4) above). In any event,
the sharing stated above shall be limited to a total of $30,000
with respect to the sale of an individual Unit; any net difference
after that is retained 100% by the Debtor, which will be used by
the Debtor as follows (and in order of priority): (a) for
construction; (b) to pay down principal on the D&S Allowed Secured
Claim, if any remains; (c) to pay down any Allowed administrative
claims, if any remain; and/or (d) to pay down (pro rata) the
Allowed Unsecured Claims of Class 3 (subject to (4) above).
Alternatively, if a Unit sells for $15,000 less than its stated
price (or lower) (as stated in the Updated Projections), neither
the Management Fee nor any payment to Class 3 will be paid in
connection with that Unit. However, any interim payment to Class 3
and any Management Fee that is not paid due to the operation of
Section 5.3(6) of the Plan shall accrue and shall be paid by the
Debtor first to Class 3 and then to Mr. Harvey after all Units are
sold, but before any distribution to be made to Class 3 at the end
of the Plan.
Any distribution to be paid to Class 3 shall be made by the Debtor
on or before the last day of the calendar quarter in which the sale
of the Unit closed or the funds otherwise became available.
Before or at confirmation, the Debtor anticipates assuming its
construction contract with JAKS Designs & Project Management Inc.
and its developer agreement with the City of Cocoa in connection
with the Project.
Attorneys for the Debtor:
C. Andrew Roy, Esq.
Lauren M. Reynolds, Esq.
WINDERWEEDLE, HAINES, WARD & WOODMAN, P.A.
329 Park Avenue, North, Second Floor, Post Office Box 880
Winter Park, FL 32790-0880
Tel: (407) 423-4246
Fax: (407) 645-3728
E-mail: aroy@whww.com
lreynolds@whww.com
A copy of the First Amended Disclosure Statement dated Feb. 15,
2023, is available at https://bit.ly/416tWOz from
PacerMonitor.com.
About The Villas of Cocoa Village
The Villas of Cocoa Village, LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 22-03286) on Sept. 12, 2022. In the petition filed by
Robert D. Harvey, authorized member, the Debtor disclosed between
$500,000 and $1 million in assets and between $1 million and $10
million in liabilities. Robert Altman has been appointed as
Subchapter V trustee.
Judge Tiffany P. Geyer oversees the case.
Winderweedle, Haines, Ward & Woodman, PA serves as the Debtor's
counsel.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors in the Debtor's Chapter 11 case on Nov. 16,
2022. The committee is represented by Shutts & Bowen, LLP.
VOYAGER DIGITAL: Committee Sends Subpoenas to SBF, FTX Execs.
-------------------------------------------------------------
Nation.lk reports that insolvent crypto lender Voyager Digital's
Official Committee of Unsecured Creditors or Voyager UCC in short,
has sent subpoenas to a number of officials at FTX and its trading
arm, Alameda Research. Among these executives are FTX co-founder
Gary Wang, former Alameda Chief Caroline Ellison and FTX founder
and former CEO Sam Bankman-Fried.
Voyager Subpoenas SBF & Gang
According to a document that was submitted to the court on February
18th, attorneys representing Voyager UCC have made a request for
copies of a number of documents that pertain to communications that
have taken place between FTX, the Securities and Exchange
Commission (SEC), and the Department of Justice. A request for
records relating to Caroline Ellison and Gary Wang's admissions was
also included in the subpoena that was issued.
In the official court document, the counsel for Voyager UCC was
quoted as saying:
[Voyager UCC] has served a Subpoena to Testify at a Deposition in a
Bankruptcy Case on Samuel Bankman-Fried, requesting that he produce
all Documents and Communications responsive to the document
requests set fort.
FTX's Growing Concerns
In light of the comments made by the company's current CEO, John J.
Ray III, that FTX-related companies "used software to conceal the
misuse of customer cash" and that "the FTX Group did not keep
appropriate books and records," the attorneys have demanded
evidence to support these claims. In addition, the subpoenas
demanded information concerning the loan portfolio shared by
Alameda and Voyager, as well as FTX's financial status both before
and after the company filed for bankruptcy on November 11, 2022.
Moreover, the bankruptcy judge overseeing Voyager's Chapter 11 case
in the United States, Michael Wiles, had earlier indicated that he
will appoint a fee examiner to look into the professional fees
involved in the case. A fee examiner will be helpful, as Judge
Wiles observed, because the costs associated with the bankruptcy
proceeding are significantly more than was initially anticipated.
But, he also mentioned that the estate might end up spending more
money on the examiner than it could save on other professional
expenses, and he suggested putting a limit on the amount of money
that the estate would have to pay the examiner.
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, 2022, showing FTX had
$13.86 billion in liabilities and $14.6 billion in assets.
However, only $900 million of those assets were liquid, leading to
the cash crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims
agent, maintaining the page
https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through
its subsidiary Coinify ApS, Voyager provides crypto payment
solutions for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider; and
Deloitte & Touche, LLP as accounting advisor. Stretto, Inc. is the
claims agent.
On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped McDermott Will & Emery, LLP as
bankruptcy counsel; FTI Consulting, Inc. as financial advisor;
Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq
Corporate Restructuring, LLC as noticing and information agent.
The committee also tapped the services of Harney Westwood &
Riegels, LP in connection with Three Arrows Capital Ltd.'s
liquidation proceedings in British Virgin Islands.
On July 6, 2022, the Debtors filed a joint Chapter 11 plan of
reorganization.
* * *
Following an auction process, the Debtors in September 2022
selected the bid submitted by FTX US' West Realm Shires Inc. as the
winning bid for the assets. But after a series of events, FTX
collapsed in November 2022, before the sale could be completed.
After reopening bidding, Voyager Digital selected the offer from
U.S. exchange BAM Trading Services Inc. (doing business as
"Binance.US") as the highest and best bid for its assets. Binance's
bid is valued at $1.022 billion.
WEBER INC: Taken Private by BDT Capital Partners
------------------------------------------------
Weber Inc. announced the closing of its take-private transaction by
investment funds managed by BDT Capital Partners, LLC.
On Dec. 12, 2022, Weber announced that BDT funds had signed a
definitive agreement to purchase all of the outstanding shares of
Weber Class A common stock that they did not already own for $8.05
per share, representing a total enterprise value of $3.7 billion.
"For over seven decades, Weber has been steadfast in its commitment
to bring joy, fun, and moments of true human connection through
outdoor cooking to spaces and places worldwide," said Weber CEO
Alan Matula. "With BDT's continued support, we stay true to this
mission as we progress in executing our long-term strategy and
ensuring that we bring the industry's highest performing, highest
quality, and most innovative experiences to our customers and
growing community of Weber owners."
Effective as of the closing of the transaction, trading of Weber's
Class A common stock has been suspended on the New York Stock
Exchange and Weber has requested that its Class A common stock be
delisted from the NYSE.
About Weber
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 our 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."
WESTERN SLOPE: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: Western Slope Holding Company
a/k/a Western Slope Holding Company, LLC
29516 V 24 Road
Nucla CO 81424
Business Description: The Debtor is primarily engaged in renting
and leasing real estate properties.
Chapter 11 Petition Date: February 28, 2023
Court: United States Bankruptcy Court
District of Colorado
Case No.: 23-10711
Debtor's Counsel: Stephen Berken, Esq.
BERKEN CLOYES, PC
1159 Delaware Street
Denver, CO 80204
Tel: 303-623-4357
Email: stephenberkenlaw@gmail.com
Total Assets: $994,252
Total Liabilities: $1,462,269
The petition was signed by Jimmy R. Guire, II, memnber/manager.
A copy of the Debtor's list of four unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XNBJLZA/Western_Slope_Holding_Company__cobke-23-10711__0008.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PHCC5DA/Western_Slope_Holding_Company__cobke-23-10711__0001.0.pdf?mcid=tGE4TAMA
WEWORK INC: Posts $527 Million Net Loss in Fourth Quarter
---------------------------------------------------------
Wework Inc. reported a net loss of $527 million on $848 million of
revenue for the three months ended Dec. 31, 2022, compared to a net
loss of $803 million on $718 million of revenue for the three
months ended Dec. 31, 2021.
For the year ended Dec. 31, 2022, the Company reported a net loss
of $2.29 billion on $3.24 billion of revenue compared to a net loss
of $4.63 billion on $2.57 billion of revenue for the year ended
Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $17.86 billion in total
assets, $21.31 billion in total liabilities, and $3.43 billion in
total deficit.
"Our fourth quarter results demonstrate that we accomplished what
we set out to do in fiscal year 2022 by staying focused on reducing
expenses, optimizing our portfolio, growing revenue, and increasing
occupancy. As a result, we crossed a historic milestone of
achieving Adjusted EBITDA profitability in December -- a testament
to the hard work of our employees and the enduring value of our
products," said Sandeep Mathrani, CEO and Chairman of WeWork. "As
we move forward, we remain committed to building on this momentum
while also enhancing our balance sheet."
WeWork ended the fourth quarter of 2022 with liquidity of
approximately $1.3 billion. This includes available cash and cash
equivalents, unissued Senior Secured Notes, and secured debt
covenant capacity.
In January 2023, the Company issued $250 million of Senior Secured
Notes to an affiliate of SBG. The notes mature in March 2025 and
bear interest at 7.5% per annum payable in cash (with a step-up to
11.00%, payable in-kind, from and after February 2024).
In February 2023, the Company amended the junior tranche of its LC
Facility, increasing the tranche from $350 million to $470 million
and extending its maturity from November 2023 to March 2025.
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1813756/000181375623000012/wework2022q4pressrelease.htm
About WeWork
New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a
global flexible workspace provider, serving a membership base of
businesses large and small through its network of 756 locations as
of December 2021.
WeWork reported a net loss of $4.63 billion in 2021, a net loss of
$3.83 billion in 2020, and a net loss of $3.77 billion in 2019. As
of Sept. 30, 2022, WeWork had $18.33 billion in total assets,
$21.09 billion in total liabilities, and a total deficit of $2.74
billion.
WILLIAMS LAND: April 4 Plan Confirmation Hearing Set
----------------------------------------------------
On Feb. 20, 2023, Williams Land Clearing Grading and Timber Logger,
LLC filed with the U.S. Bankruptcy Court for the Eastern District
of North Carolina a Disclosure Statement describing Chapter 11
Plan.
On Feb. 23, 2023, Judge Pamela W. McAfee conditionally approved the
Disclosure Statement and ordered that:
* March 28, 2023 is fixed as the last day for filing and
serving written objections to the disclosure statement.
* April 4, 2023 at Room 208, 300 Fayetteville Street, Raleigh,
NC 27601 is the hearing on confirmation of the plan.
* March 28, 2023 is fixed as the last day for filing written
acceptances or rejections of the plan.
* March 28, 2023 is fixed as the last day for filing and
serving written objections to confirmation of the plan.
A copy of the order dated February 23, 2023 is available at
https://bit.ly/3EJ8OnY from PacerMonitor.com at no charge.
The Debtor is represented by:
William Janvier, Esq.
Stevens Martin Vaughn & Tadych, PLLC
6300 Creedmoor Rd., Suite 170-370
Raleigh, NC 27612
Telephone: (919) 582-2300
Email: info@smvt.com
About Williams Land Clearing,
Grading, and Timber Logger
Williams Land Clearing, Grading, and Timber Logger, LLC, is a land
development company that logs timber in addition to offering lot
and site clearing, land leveling, drainage solutions, and related
services. Prior to forming Williams Land in 2016, Lamont Williams,
its sole member, had been in the logging business since 2001, and
added clearing and grading to his business in about 2006.
Williams Land sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 22-02094) on Sept. 16,
2022. In the petition signed by Lamonte Williams, manager, the
Debtor disclosed up to $50 million in assets and up to $10 million
in liabilities.
Judge Pamela W. McAfee oversees the case.
William P. Janvier, Esq., at Stevens Martin Vaughn and Tadych,
PLLC, is the Debtor's counsel.
WINDOW SELECT: Seeks to Hire Kerkman & Dunn as Legal Counsel
------------------------------------------------------------
Window Select, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Wisconsin to hire Kerkman & Dunn as its
legal counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the duties and powers of the Debtor
under the Bankruptcy Code;
(b) advise the Debtor on the conduct of its Chapter 11 case;
(c) attend meetings and negotiate with representatives of the
creditors and other parties in interest;
(d) prosecute actions on behalf of the Debtor, defend actions
commenced against the Debtor, and represent the Debtor's interests
in negotiations concerning litigation in which the Debtor is
involved;
(e) prepare pleadings;
(f) advise the Debtor in connection with any potential sale of
its assets;
(g) appear before the court;
(h) assist the Debtor in preparing, negotiating and
implementing a Chapter 11 plan, and advise with respect to any
rejection and reformulation of a plan, if necessary;
(i) assist the Debtor in state court actions related to
judgments and collection actions initiated by or against the Debtor
that are necessary for an effective reorganization; and
(j) perform other necessary legal services.
The hourly rates of the firm's counsel and staff are as follows:
Jerome R. Kerkman $525
Evan P. Schmit $435
Gregory M. Schrieber $410
Averi N. Niemuth $325
Nicholas W. Kerkman $295
Non-Attorney Paraprofessionals $125
In addition, the firm will seek reimbursement for expenses
incurred.
Jerome Kerkman, Esq., an attorney at Kerkman & Dunn, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jerome R. Kerkman, Esq.
Kerkman & Dunn
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202-3744
Telephone: (414) 277-8200
Facsimile: (414) 277-0100
Email: jkerkman@kerkmandunn.com
About Window Select
Window Select, LLC is a window installation service provider in
Menomonee Falls, Wis.
Window Select filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 23-20646) on
Feb. 17, 2023, with $100,001 to $500,000 in assets and $1,000,001
to $10 million in liabilities. Andrew Parson, chief executive
officer of Window Select, signed the petition.
Judge G. Michael Halfenger oversees the case.
Jerome R. Kerkman, Esq., at Kerkman & Dunn represents the Debtor as
counsel.
WRENCH GROUP: Moody's Rates $150MM 1st Lien Term Loan Add-on 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Wrench Group
LLC's $150 million add-on to its first lien senior secured term
loan facility to fund acquisitions. The company also assigned a B2
rating to the company's $75 million revolver due April 2025. There
are no changes to Wrench Group's existing ratings, including its B3
Corporate Family Rating, B3-PD Probability of Default Rating, and
the B2 rating on the company's existing credit facilities The
outlook remains stable.
"Wrench's term loan add-on provides liquidity for the company to
execute its debt funded acquisition strategy. Strong operating
performance from the company's non-discretionary service offerings
will drive leverage toward mid 6x by year end 2023," said Moody's
analyst, Justin Remsen.
The B2 rating assigned to the $150 million add-on to the first lien
senior secured term loan and revolving credit facility is the same
as the existing first lien term loan due to its equivalent priority
ranking. The B2 rating on the first lien is rated one-notch above
the B3 CFR, reflecting debt cushion from the second lien term loan
and non-debt claims. While the company's additional first lien debt
reduces support to the first lien ratings, it is not reduced
sufficiently to result in a change in rating.
Assignments:
Issuer: Wrench Group LLC
Backed Senior Secured First Lien Term Loan, Assigned B2 (LGD3)
Backed Senior Secured First Lien Revolving Credit Facility,
Assigned B2 (LGD3)
RATINGS RATIONALE
Wrench Group's B3 CFR reflects the company's high financial
leverage, aggressive acquisition strategy, risks inherent to
financial sponsor ownership, and highly competitive fragmented
market environment. The rating also reflects the non-discretionary
nature of Wrench Group's home repair services (primarily heating,
ventilation & air conditioning (HVAC)) providing steady demand and
a track record of organic revenue growth throughout the economic
cycle, the company's ability to de-lever through acquisition and
earnings growth, and its position as a larger player in the home
services space with stronger geographical and customer
diversification relative to smaller, local competitors.
The stable outlook reflects Moody's expectation that Wrench Group
will balance its growth through acquisition strategy with
de-levering the balance sheet.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if debt to EBITDA is sustained below
5.5x, EBITA to interest is sustained above 3.0x, good liquidity is
maintained, and the company maintains a more conservative financial
policy.
The rating could be downgraded if debt to EBITDA is sustained above
6.5x, EBITA to interest is sustained below 1.0x, and liquidity
deteriorates.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Marietta, Georgia, Wrench Group, LLC through its
subsidiaries, operates as a provider of home repair services for
heating, ventilation and air conditioning, plumbing, water quality,
and electrical equipment to 26 markets in the US. The company is
majority-owned by Leonard Green & Partners.
WRENCH GROUP: S&P Rates $150MM Incremental 1st-Lien Term Loan 'B-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to Wrench Group LLC's proposed $150 million
non-fungible incremental first-lien term loan due April 2026, which
will rank pari passu with existing first-lien debt. S&P's recovery
rating on the term loan reflects its expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a payment
default. All of its existing ratings on the company, including its
'B-' issuer credit rating, are unchanged. The outlook is stable.
Pro forma for this transaction, S&P estimates S&P Global
Ratings-adjusted leverage will increase to 7.2x from 6.6x.
The company will use the new term loan for general corporate
purposes, including funding future acquisitions and paying
transaction-related expenses. Additionally, the company is
extending the maturity of its $75 million revolving credit facility
to April 2025 from April 2024. The maturity extension mitigates
S&P's previous refinancing concerns because the revolver was
scheduled to become current in April 2023. Total debt outstanding
pro forma for this transaction is $1,107 million.
S&P said, "Our ratings reflect the company's dependence on
favorable warm weather, the highly competitive and fragmented
nature of the home services industry (which has limited barriers to
entry), and Wrench Group's financial-sponsor ownership. However,
the company has seen rapid growth as a consolidator in the industry
and has a proven track record of successfully integrating
acquisitions. We forecast the company will maintain S&P Global
Ratings-adjusted leverage above 7x given its financial-sponsor
ownership and highly acquisitive growth strategy."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P said, "Our simulated default scenario contemplates a
default in 2025 due to increased competitive pressures or a
reputation-damaging event that materially reduces its
profitability. This could lead to Wrench's cash flows deteriorating
substantially, triggering a payment default. We value Wrench as a
going concern using a 5.5x multiple of our projected emergence
EBITDA. This multiple is in line with the multiples we use for
other residential services companies."
-- The company's pro forma capital structure comprises a $75
million revolving credit facility maturing in 2025, a $752 million
first-lien term loan maturing in 2026, a $150 million non-fungible
incremental first-lien term loan maturing in 2026, and a $145
million second-lien term loan maturing in 2027.
Simulated default assumptions
-- Simulated year of default: 2025
-- Debt service assumptions: $88.5 million (default year interest
plus amortization)
-- Minimum capital expenditure assumptions: $18.8 million
-- Operational adjustment: -10%
-- EBITDA at emergence: $101.4 million
-- EBITDA multiple: 5.5x
-- Gross enterprise value: $557.5 million
Simplified waterfall
-- Emergence EBITDA: $101.4 million
-- Gross recovery value: $557.5 million
-- Net recovery value for waterfall after administrative expenses
(5%): $529.6 million
-- Obligor/nonobligor split: 100%/0%
-- Net value available to senior secured creditors: $529.6
million
-- Estimated senior secured claims: $978.8 million
--Recovery expectations: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
ZEUUS INC: Incurs $174K Net Loss in First Quarter
-------------------------------------------------
Zeuus, Inc. has filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $173,772
for the three months ended Dec. 31, 2022, compared to a net loss of
$265,029 for the three months ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $1.01 million in total assets,
$1.48 million in total liabilities, and a total stockholders'
deficit of $464,033.
At Dec. 31, 2022, the Company had total current assets of $110,230,
consisting of cash and deposits. The Company had total current
liabilities of $1,477,298 consisting mostly of loans from related
parties.
For the three months ended Dec. 31, 2022, the Company used $137,134
of cash in operating activities compared to $246,132 for the three
months ended Dec. 31, 2021.
During the three months ended Dec. 31, 2022, the Company didn't use
any funds for investing activities. During the three months ended
Dec. 31, 2021, the Company purchased property and equipment for a
total of $11,030.
The Company has financed its operations primarily from loans from
related parties and the sale of common stock. For the three months
ended Dec. 31, 2022, net cash provided by financing activities was
$168,533, which consisted of $16,559 from a cash overdraft and
$151,974 from related party loans. During the three months ended
Dec. 31, 2021, the Company received $249,973 from related party
loans and $52,000 from the sale of common stock.
Zeuus stated, "We have not attained profitable operations and are
dependent upon obtaining financing to pursue any extensive
activities. For these reasons, our auditors stated in their report
on our audited financial statements that they have substantial
doubt that we will be able to continue as a going concern without
further financing.
"The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs for the next fiscal year
and allow it to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it
becomes profitable."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001687926/000121390023013210/f10q1222_zeuusinc.htm
About Zeuus
New York-based Zeuus Inc. is a data centric company with business
activities focused three main areas: ZEUUS Data Centers, ZEUUS
Energy, and ZEUUS Cyber Security. All four divisions work
synergistically with each other in an synergetic ecosystem which
enables growth and business protection.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
Jan. 13, 2023, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
*********
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