/raid1/www/Hosts/bankrupt/TCR_Public/230405.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, April 5, 2023, Vol. 27, No. 94
Headlines
1427 43 ST: Voluntary Chapter 11 Case Summary
221 HIMROD: Voluntary Chapter 11 Case Summary
299 THROOP AVE: Voluntary Chapter 11 Case Summary
307 ASSETS LLC: Taps David Goldwasser of FIA Capital as CRO
3B ENTERPRISES: Unsecured Creditor Says Disclosure Insufficient
40TH STREET DEVELOPMENT: Taps Newmark as Real Estate Agent
41 HAIGHT: Auction for LLC Interests Set for May 5
59 NORTH 6TH STREET: Case Summary & 20 Top Unsecured Creditors
942 PENN RR: Trustee's Liquidating Plan Confirmed by Judge
AIJOBORY INVESTMENT: Taps Berkshire as Real Estate Agent
AVENIR MEMORY: Seeks Cash Collateral Access Thru June 30
BLUE DIAMOND: Voluntary Chapter 11 Case Summary
BOXED INC: Case Summary & 20 Largest Unsecured Creditors
BOXED INC: Freshfields Represents Firm in Chapter 11 Filing
BUTCHER & THE ARTIST: Has Deal on Cash Collateral Access
CATALINA MKTG.: To Seek Chapter 11 Plan Confirmation in April 2023
CELSIUS NETWORK: $13-Mil. Bid Protection for Stalking Horse Okayed
COASTAL LANDFILL: Seeks Continued Cash Collateral Access
DFW GRANITE: Seeks Cash Collateral Access
EDGEWATER CONSTRUCTION: Court OKs Interim Cash Collateral Access
ENVISION HEALTHCARE: Lenders Hire Advisers Amid Staffing Concerns
FARAJI ENTERPRISE: Wins Cash Collateral Access Thru April 30
FIRST FIDELITY: Taps Irvin & Associates as Legal Counsel
FLUOR CORP: S&P Lowes Issuer Credit Rating to 'BB+, Outlook Stable
FTX GROUP: Creditors Oppose SBF's Move for D&O Insurance
FTX GROUP: Exchanges & Bank to Return $200 Mil. to Estate
GENESIS GLOBAL: Digital Assets Are Safe in Chapter 11
GREEN ENERGY TRANSPORT: Seeks Continued Cash Collateral Access
GREEN ENVIRONMENTAL: U.S. Trustee Unable to Appoint Committee
GREENSILL CAPITAL: Chapter 11 Trustee Sues BofA for $4.3 Million
HAMILTON PROJECTS: S&P Affirms 'BB-' ICR, Outlook Stable
HOCHHEIM PRAIRIE: S&P Withdraws 'B' Long-Term Issuer Credit Rating
INFINITE HOLDCO: S&P Affirms 'B-' ICR, Outlook Stable
ISTAR INC: S&P Withdraws 'BB' Issuer Credit Rating, Outlook Stable
KALERA INC: Case Summary & 30 Largest Unsecured Creditors
KEYWAY APARTMENT: Trustee's Liquidating Plan Confirmed by Judge
LINCOLN POWER: Seeks Cash Collateral Access
LTL MANAGEMENT: Case Summary & 18 Largest Unsecured Creditors
LTL MANAGEMENT: J&J Unit Re-Files for Chapter 11 Protection
LTL MANAGEMENT: Loses Bid to Pause Bankruptcy Dismissal Mandate
M RENTAL BROOKLYN: Amends Stormfield Secured Claim Pay Details
M.A.R. DESIGNS: Disposable Income & Property Sale to Fund Plan
M7VEN SUPPORTIVE: Case Summary & 12 Unsecured Creditors
MAGNOLIA MANOR-IV: Voluntary Chapter 11 Case Summary
MAGNOLIA OFFICE: Amends Johnny Blue Secured Claim Pay Details
MATADOR RESOURCES: S&P Rates New Senior Unsecured Notes 'BB-'
MCO GENERAL: Wins Access to PS Funding's Cash Collateral
NAVIENT CORP: To Face Nationwide Bankruptcy Student Borrower Class
NEW SECURITY: Gets OK to Hire Angel Mattei as Accountant
NOVO HEALTH: Involuntary Chapter 11 Case Summary
NSA INTERNATIONAL: S&P Cuts ICR to 'CCC-' on Waiver Agreement
PLATFORM II LAWNDALE: Wins Cash Collateral Access Thru April 30
RENEWABLE ENERGY: Seeks Continued Cash Collateral Access
S&S SENIOR: Case Summary & Six Unsecured Creditors
SILICON VALLEY BANK: FDIC Gets $500M Gain From First Citizens Sale
SIO2 MEDICAL: Gets Court Approval to Tap $12M Chapter 11 Funding
SMILE HOMECARE: Seeks to Hire Law Offices of Alla Kachan as Counsel
SMILE HOMECARE: Taps Wisdom Professional Services as Accountant
SORRENTO THERAPEUTICS: Court OKs $30MM DIP Loan from JMB
SORRENTO THERAPEUTICS: Taps Jackson Walker as Local Counsel
STARRY GROUP: Deadline to File Claims Set for April 27
STARRY GROUP: Gets Court Okay for Ch.11 Plan Vote, $74.5M Loan
STONEBRIDGE VENTURES: Trustee Taps Winterstone as Broker
SVB FINANCIAL: Senators Ask SEC to Scrutinize Execs' Trades
TEHUM CARE: Seeks to Hire Gray Reed & McGraw as Bankruptcy Counsel
TEHUM CARE: Taps Bradley Arant Boult Cummings as Litigation Counsel
TENTRR INC: Unsecureds to Split $115K in Supchapter V Plan
TOP LINE GRANITE: Amends Plan to Include Mortgage Claims Pay
UC HOLDINGS: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
VECTO INC: Case Summary & 20 Largest Unsecured Creditors
VILLAS OF COCOA: Taps Davies Houser & Secrest as Accountant
VIRGIN ORBIT: Case Summary & 30 Largest Unsecured Creditors
WICHITA HOOPS: Court OKs Cash Collateral Access Thru Sept 30
YAK ACCESS: S&P Withdraws 'D' Long-Term Issuer Credit Rating
*********
1427 43 ST: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 1427 43 St LLC
1427 43rd Street
Brooklyn, NY 11219
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-41160
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Julie Curley, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Email: jcurley@kacllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zalmen Wagschal as sole member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/YF2M4DA/1427_43_St_LLC__nyebke-23-41160__0001.0.pdf?mcid=tGE4TAMA
221 HIMROD: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 221 Himrod St LLC
221 Himrod Street
Brooklyn, NY 11237
Business Description: The Debtor is a Single Asset Real Estate
as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-41157
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Julie Curley, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Email: jcurley@kacllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zalmen Wagschal as sole member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/2W67F6I/221_Himrod_St_LLC__nyebke-23-41157__0001.0.pdf?mcid=tGE4TAMA
299 THROOP AVE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 299 Throop Ave LLC
299 Throop Avenue
Brooklyn, NY 11206
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-41159
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Julie Curley, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Email: jcurley@kacllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zalmen Wagschal as sole member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3WTM3QY/299_Throop_Ave_LLC__nyebke-23-41159__0001.0.pdf?mcid=tGE4TAMA
307 ASSETS LLC: Taps David Goldwasser of FIA Capital as CRO
-----------------------------------------------------------
307 Assets, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ FIA Capital Partners,
LLC to provide restructuring services and to designate David
Goldwasser as chief restructuring officer.
The firm's services include:
-- advising and guiding the Debtor regarding on all aspects of
bankruptcy;
-- reviewing documentation, preparing bankruptcy schedules, and
opening debtor-in-possession bank accounts;
-- assembling documents demanded by the Office of the U.S.
Trustee at the outset of the Chapter 11 case;
-- preparing bankruptcy operating reports throughout the
Debtor's Chapter 11 case and preparing projections;
-- assisting the Debtor's legal counsel in the preparation of
pleadings;
-- attending the initial debtor interview with the U.S.
Trustee;
-- representing the Debtor at the first meeting of creditors;
and
-- attending bankruptcy court hearings, coordinating with the
Debtor's management, and engaging in negotiations to facilitate the
settlement of disputes.
The firm received an initial $12,500 management fee and will be
paid $5,000 per month commencing March 1, 2023. In addition, there
is a $1,500 per diem fee plus travel expenses for court
appearances.
David Goldwasser, managing partner at FIA, 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 Goldwasser
FIA Capital Partners, LLC
3284 North 29th Court
Hollywood, FL 33020
Tel: (925) 399-8900
About 307 Assets
307 Assets, LLC is a single asset real estate as defined in 11
U.S.C. Section 101(51B). The company is the fee simple owner of a
property located at 307 Sixth Avenue New York, valued at $14.5
million.
307 Assets filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 23-10027) on Jan. 9, 2023. In the petition signed by its
chief restructuring officer, David Goldwasser, the Debtor disclosed
$14,500,000 in assets and $22,699,338 in liabilities.
Judge James L. Garrity Jr. oversees the case.
The Debtor tapped Backenroth Frankel & Krinsky, LLP and FIA Capital
Partners, LLC as legal counsel and restructuring advisor,
respectively. David Goldwasser, managing partner at FIA, is the
Debtor's chief restructuring officer.
3B ENTERPRISES: Unsecured Creditor Says Disclosure Insufficient
---------------------------------------------------------------
Unsecured Creditor Rafael de la Cruz objects to the First Amended
Plan of Reorganization filed by 3B Enterprises, LLC.
Creditor is the holder of an unsecured claim in the amount of
$633,060. Per the Debtor's filed Schedule F there are
approximately $4,791,321 in general unsecured creditors. the
Debtor proposes to make a single payment of $200,000 to the general
unsecured class in the first quarter of 2028 which will be divided
pro rata (approximate 4% payout).
Creditor claims that the Plan as filed does not provide sufficient
analysis or evidence to substantiate whether Debtor meets the
disposable income requirements. Debtor has not demonstrated whether
all of its listed expenses are normal and ordinarily incurred in
the course of running its business.
Creditor asserts that the 5-Year Projection Chart of the Plan
forecasts the following payments without any detailed analysis of
what the payments consist of or why they are reasonably necessary
for the business to continue:
* payments of various amounts of indirect costs for every
quarter of the Plan term (see page 32) or alternatively a total of
$10,324,000 over the plan term (see page 37).
* payments of $87,000 for professional fees for every quarter
of the Plan term (see page 32) or alternatively a total of
$1,776,000 over the plan term (see page 37).
* payments of $6,000 for other for every quarter of the Plan
term (see page 32) or alternatively a total of $120,000 over the
plan term (see page 37).
Creditor further asserts that Debtor needs to provide a detailed
breakdown of such categories for the court and creditors to
determine if they fulfill the requirements of Section 1191.
In addition, Debtor proposes to retain $265,945 of disposable
income at the end of the plan term (see page 37). Debtor should not
gain the benefit of retention of net disposable income in its
business to the detriment of creditors during and at the end of the
plan life. Such amount should be contributed to the general
unsecured creditors.
A full-text copy of the Creditor's objection dated March 30, 2023
is available at https://bit.ly/432UyRA from PacerMonitor.com at no
charge.
Attorney for Creditor:
David A. Arietta, Esq.
LAW OFFICES OF DAVID A. ARIETTA
700 Ygnacio Valley Road, Suite 150
Walnut Creek, CA 94596
Telephone: (925) 472-8000
Fax: (925) 472-5925
Email: david@ariettalaw.com
About 3B Enterprises
3B Enterprises, LLC, a company in Elverta, Calif., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D. Calif. Case No. 22-22999) on Nov. 18, 2022. In the petition
signed by its general manager, Shawn Hayse, the Debtor disclosed up
to $10 million in both assets and liabilities.
Judge Christopher M. Klein oversees the case.
Stephen Reynolds, Esq., at Reynolds Law Corp. and
CliftonLarsonAllen, LLP serve as the Debtor's legal counsel and
accountant, respectively.
40TH STREET DEVELOPMENT: Taps Newmark as Real Estate Agent
----------------------------------------------------------
40th Street Development, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Cornish + Carey Commercial, doing business as Newmark Knight Frank,
as real estate agent.
The firm will market and sell the Debtor's 38-unit mixed
residential project located at 391 40th St., Oakland, Calif.
The firm will be compensated as follows:
a. Price of $10,000,000 or less, commission shall be 2 percent
of the whole or gross purchase price.
b. Price of $10,000,001 to $12,500,000, commission shall be 3
percent of the whole or gross purchase price.
c. Price of $12,500,001 or more, commission shall be 3 and 1/2
per cent of the whole or gross purchase price.
As disclosed in court filings, Newmark is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Anthony Pappageorge
Cornish + Carey Commercial
dba Newmark Knight Frank
1333 N. California Blvd., Suite 343
Walnut Creek, CA 94596
Tel: (925) 974-0100
About 40th Street Development
40th Street Development, LLC is a single asset real estate (as
defined in 11 U.S.C. Sec. 101(51B)).
40th Street Development filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-50930) on
Oct. 13, 2022. In the petition filed by its managing member, Steven
Trinh, the Debtor reported $10 million to $50 million in both
assets and liabilities.
Judge M. Elaine Hammond oversees the case.
The Debtor is represented by Eric A. Nyberg, Esq., at Kornfield
Nyberg Bendes Kuhner & Little.
41 HAIGHT: Auction for LLC Interests Set for May 5
--------------------------------------------------
In accordance with applicable provisions of the Uniform Commercial
Code as enacted in New York, by virtue of certain events of default
under that certain ownership interests pledge and security
agreement dated as of June 24, 2021 ("Haigh Street Pledge
Agreement") executed and delivered by 41 Haight Street Mezzanine
LLC ("41 Haight Street Pledgor") and that certain ownership
interests pledged and security agreement dated as of June 24, 2021
("Haigh Street Townhouse Pledge Agreement") executed and delivered
by 41 Haight Street Townhouse Mezzanine LLC ("41 Haight Street
Townhouse Pledgor"), Haight Street Mixed Use LLC ("secured party")
will offer for sale at public auction all of pledgor's right, title
and interest in and to the following:
a) 100% of the limited liability membership interest in 41
Haight Street Owner LLC;
b) all other collateral pledged pursuant to the Haight Street
Pledged Agreement;
c) 100% of the limited liability membership interest in 41
Haight Street Townhouse Owner LLC; and
d) all other collateral pledged pursuant to the Haight Street
Townhouse Pledge Agreement.
Based upon information provided by Pledgor and its affiliates,
secured party's understanding is that: (i) 41 Haight Street Pledgor
owns 100% of the limited liability company membership interests in
41 Haight Street Owner LLC; (ii) 41 Haight Street Townhouse Pledgor
owns 100% of the limited liability company membership interests in
41 Haight Street Townhouse Owner LLC; (iii) the principal assets of
the 41 Haight Street Townhouse Owner LLC is that certain fee
interest in real property commonly known as 41027 Haight Street,
Queens, NY; (iv) the principal asset of the 41 Haight Street Owner
LLC is that certain fee interest in real property commonly known as
41-31 Haight Street, Queens, NY; and (v) 41-27 Haight and 41-31
Haight are encumbered and subject to, among other things, a first
priority mortgage held by Haight Senior LLC securing indebtedness
in the original principal amount of $15,700,000.
Matthew D. Mannion of Mannion Auctions LLC will conduct a public
sale consisting the collateral on May 15, 2023, at 3:00 p.m. via
Zoom, Meeting Link: https://bit.ly/HaightUCC; Meeting ID: 886 6956
6134, Password: 818653. One tap mobile: +16465588656,,
88669566134#,,,,*818653# US (New York):
+16469313860,,88669566134#,,,, *818653# US dial by your location:
+1 646 558 8656.
The public sale of the collateral will be subject to the further
terms and conditions set forth in the "terms of sale" including
without limitations terms and conditions with respect to the
availability of additional information, bidding requirements,
deposit amounts, bidding procedures, and the consummation of the
public sale, which are available by contacting the broker for
secured party, Brock Cannon, head of national sales, Newmark, 125
Park Avenue, New York, New York 10017, (212) 372-2066,
brock.cannon@nmrk.com
Upon execution of a confidentiality and non disclosure agreement,
additional documentation and information will be made available.
Parties interested in the bidding must contact the broker well in
advance of the auction to receive the terms of sale, bidding
instructions, and required deposit and registration information.
Parties who do not qualify to bid prior to 10:00 a.m. New York time
on April 28, 2023 and delivery a good faith deposit of $160,000 by
10:00 a.m. New York Time on May 4, 2023, will forfeit their
opportunity to register and may be barred from bidding. All
deposit must be paid via wire transfer. Persons interested in
bidding should contact the broker to obtain wire transfer
instructions. Within 24 hours after the conclusion of the auction
the successful bidder must deliver and additional deposit to the
secured party such that the successful bidder has deposited an
amount equal to 10% of the successful bid.
59 NORTH 6TH STREET: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: 59 North 6th Street LLC
59-63 North 6th Street
Brooklyn, NY 11249
Business Description: The Debtor is a Single Asset Real Estate
as defined in 11 U.S.C. Section 101(51B).
The Debtor owns in fee simple title
a property located at 59 North 6th Street
Brooklyn, NY 11249 valued at $26 million.
Chapter 11 Petition Date: April 3, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-41149
Debtor's Counsel: Gary Kushner, Esq.
GOETZ FITZPATRICK LLP
1 Penn Plaza 31st Floor
New York NY 10119
Tel: 212-695-8100
Email: gkushner@goetzfitz.com
Total Assets: $26,000,000
Total Liabilities: $26,032,348
The petition was signed by Rehan Perveez as managing member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/AZQOHTQ/59_North_6th_Street_LLC__nyebke-23-41149__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Six Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Finger & Finger, a Professional $19,000
Corporation
158 Grand Street
White Plains, NY, 10601
2. Lawrence J. Nussbaum Jr., Esq. $13,000
79 Catherine Road
Scarsdale, NY, 10583
3. New York City Department of $231
Environmental Protection
59-17 Junction Blvd.
Maspeth, NY, 11378
4. Con Edison $117
Cooper Station
PO Box 138
New York, NY, 10276
5. NYS Dept. of Taxation & Finance Taxes & Other $0
Bankruptcy Unit - TCD Government
Building 8, Room 455, W.A. Harriman Units
State Campus
Albany, NY, 12227
6. New York City Department Taxes & Other $0
of Finance Government
Office of Legal Affairs Units
375 Pearl Street, 30th Floor
New York, NY, 10038
942 PENN RR: Trustee's Liquidating Plan Confirmed by Judge
----------------------------------------------------------
Judge Erik P. Kimball has entered findings of fact, conclusions of
law and order confirming First Amended Plan of Liquidation filed by
Barry Mukamal, solely in his capacity as Chapter 11 Trustee of the
bankruptcy estate of 942 Penn RR, LLC.
The Plan provides adequate means for the Plan's implementation,
including, without limitation: (i) the sale of the Sale Property;
(ii) the establishment of the Post-Confirmation Estate and the
appointment of the Trustee as Plan Administrator; (iii) the
transfer of all remaining Estate assets, including, but not limited
to, all Causes of Action, to the PostConfirmation Estate, to be
administered in accordance with the terms of the Plan; and (iv)
procedures for making distributions to holders of Allowed Claims.
Accordingly, the Plan satisfies 11 U.S.C. Sec. 1123(a)(5).
The Plan incorporates the settlements already reached and approved
by this Court between the Trustee and (i) Ontario, (ii) Immokalee,
(iii) Proulx, and (iv) Marjam. The Plan also provides that the
prosecution and settlement of all Causes of Action shall be the
sole responsibility and exclusive right of the Post-Confirmation
Estate under the control of the Plan Administrator. Thus, the Plan
satisfies the requirements of 11 U.S.C. ยง 1123(b)(3).
Article 6.4 of the Plan provides for the sale of the Sale Property
and the distribution of the proceeds to holders of Claims in
compliance with 11 U.S.C. Sec. 1123(b)(4).
The Trustee has proposed the Plan in good faith and not by any
means forbidden by law, thereby satisfying the requirements of 11
U.S.C. Sec. 1129(a)(3). The Trustee's good faith is evident from
the facts and record of this Case, the Disclosure Statement, the
record of the Confirmation Hearing, and other proceedings held in
this Case.
The Plan was proposed with the legitimate and honest purpose of
maximizing the value of the Estate's assets, maximizing
distributions to creditors, and bringing finality to this Case.
Further, the Plan's classification, exculpation, release, and
injunction provisions are consistent with 11 U.S.C. Sec. 105, 1122,
1123(b)(3)(A), 1123(b)(6), 1129, and 1142, and are integral to the
Plan.
A full-text copy of the Plan Confirmation Order dated March 28,
2023 is available at https://bit.ly/3U05USe from PacerMonitor.com
at no charge.
Attorneys for the Trustee:
Scott N. Brown, Esq.
Dana R. Quick, Esq.
BAST AMRON LLP
One Southeast Third Avenue, Suite 2410
Miami, FL 33131
Telephone: (305) 379-7904
Facsimile: (786) 206-8740
E-mail: sbrown@bastamron.com
dquick@bastamron.com
About 942 Penn RR
942 Penn RR, LLC, owns a short-term luxury apartment building
located at 942 Pennsylvania Ave., Miami Beach, Fla.
942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) on
May 23, 2022, with $1,617,630 in total assets and $27,179,541 in
total liabilities. Raziel Ofer, manager, signed the petition.
Judge Robert A. Mark oversees the case.
The Law Office of Mark S. Roher, PA, is the Debtor's legal
counsel.
On June 29, 2022, the Court appointed Barry E. Mukamal as the
Debtor's Chapter 11 trustee. Bast Amron, LLP and KapilaMukamal,
LLP, serve as the Trustee's legal counsel and accountant,
respectively.
AIJOBORY INVESTMENT: Taps Berkshire as Real Estate Agent
--------------------------------------------------------
Aijobory Investment, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Berkshire
Hathaway Home Office Fox Roach Realtors.
The Debtor requires a real estate agent to market these properties
for sale:
(a) 664 Church Lane, Lansdowne, Pa.;
(b) 1038 South Frazier St., Philadelphia, Pa.; and
(c) 5353 Delancey St., Philadelphia, Pa.
The firm will be paid a commission of 5.5 percent of the sales
price of each property sold.
As disclosed in court filings, Berkshire is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Patrice Joyner-Epps
Berkshire Hathaway Home Office Fox Roach Realtors
121 Continental Drive, Suite 108
Newark, DE 19713
Tel: (302) 836-2888
Email: patrice.epps@foxroach.com
About Aijobory Investment
Aijobory Investment, LLC, a company in Lansdowne, Pa., sought
protection under Chapter 11 of the U.S Bankruptcy Code (Bankr. E.D.
Pa. Case No. 22-12008) on Aug. 1, 2022. In the petition filed by
its operations manager, Hatim Mukhef, the Debtor reported assets
between $1 million and $10 million and liabilities between $500,000
and $1 million.
Judge Magdeline D. Coleman oversees the case.
Ronald J. Pressley, Esq., at Ronald J. Pressley Associates, P.C.,
is the Debtor's counsel.
AVENIR MEMORY: Seeks Cash Collateral Access Thru June 30
--------------------------------------------------------
Avenir Memory Care @ Knoxville LP asks the U.S. Bankruptcy Court
for the District of Arizona for authority to use cash collateral in
accordance with the budget, with a 10% variance, for an initial
period of 90 days, through June 30, 2023.
The Debtor requires the use of the proceeds, revenues and income
from the operation of its Avenir Memory Care facility in order to
pay its ordinary and necessary operating expenses, vendors,
payroll, taxes and other general and administrative expenses and
preserve the going concern value of the Debtor's business.
Like many industries, the memory care industry in general, and the
Facility specifically, were significantly adversely affected by the
global COVID-19 pandemic, and the Debtor's operations and revenues
suffered greatly beginning in 2020 and have not yet reached their
pre-COVID levels.
The Facility is encumbered by an asserted first position lien favor
of Merchant's Bank of Indiana, whose principal place of business is
in Carmel, Indiana.
The Bank asserts that the Debtor is indebted to it in the principal
amount of $13.5 million pursuant to a Promissory Note dated June
27, 2018 in the face amount of $14 million.
The Debtor disputes the amount asserted to be due the Bank.
The Bank asserts a blanket lien in all of the Debtor's assets,
including the Facility.
The Bank Note has matured and efforts to reach a forbearance
agreement with the Bank have not been successful.
In March 2023, the Bank filed an action in the Chancery Court for
Knox County, Tennessee, seeking, among other things, the
appointment of a receiver over the Facility.
The State Court set a hearing regarding the Bank's request for the
appointment of a receiver for April 3, 2023 at 9:30 a.m.
To avoid the costs associated with defending the receivership
action in the State Court, to prevent a potential foreclosure sale
of the Facility, and to prevent the loss of value that can be used
to, among other things, pay other financial obligations of the
Debtor, the Debtor filed its bankruptcy petition on the Petition
Date.
The Debtor submits that any creditors asserting a lien in the
Revenues, including the Bank, are and will be adequately protected
by, among other things, the value generated through the Debtor's
continued postpetition operations; and a replacement lien (with the
same validity, extent, and priority as their respective
pre-petition liens) in post-petition Revenues to the extent that
their respective interests in the pre-petition Revenues are
diminished.
A copy of the Debtor's motion and budget is available at
https://bit.ly/3MbqltD from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$267,451 for April 2023;
$275,653 for May 2023; and
$271,528 for June 2023.
About Avenir Memory Care @ Knoxville LP
Avenir Memory Care @ Knoxville LP is a limited partnership formed
in Tennessee, whose principal address is 11648 East Shea Blvd.,
Suite 101, Scottsdale, Arizona. It owns a memory care facility
known as Avenir Memory Care located at 901 Concord Rd. in
Knoxville, Tennessee.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02047) on March 31,
2023. In the petition signed by David L. Craik, president and
director of the Debtor's general and limited partners, the Debtor
disclosed up to $50 million in both assets and liabilities.
Philip R. Rudd, Esq., at Sacks Tierney P.A., represents the Debtor
as legal counsel.
BLUE DIAMOND: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: Blue Diamond Energy, Inc.
1261 Pass Road
Gulfport, Ms 39501
Business Description: The Debtors are part of the oil and gas
extraction industry.
Chapter 11 Petition Date: April 2, 2023
Court: United States Bankruptcy Court
Southern District of Mississippi
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Blue Diamond Energy, Inc. 23-50490
Escambia Operating Co., LLC 23-50491
Escambia Asset Company, LLC 23-50492
Judge: Hon. Jamie A. Wilson
Debtors' Counsel: Stephen W. Mullins, Esq.
THE MULLINS LAW FIRM
5551 Old Shell Road
Unit 81750
Mobile, AL 36689-5566
Tel: 228-218-3534
Email: Jackfish28@gmail.com
Each Debtor's
Estimated Assets: $10 million to $50 million
Each Debtor's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Thomas Swarek as president.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KITNAUQ/Blue_Diamond_Energy_Inc__mssbke-23-50490__0001.0.pdf?mcid=tGE4TAMA
BOXED INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Boxed, Inc.
61 Broadway
30th Floor
New York, NY 10006
Business Description: The Debtors operate an e-commerce retail
service that provides bulk pantry
consumables to both business and household
customers, as well as on-demand grocery
delivery in select zip-codes in New York.
Chapter 11 Petition Date: April 2, 2023
Court: United States Bankruptcy Court
District of Delaware
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Boxed, Inc. (Lead Debtor) 23-10397
Boxed, LLC 23-10398
Ashbrook Commerce Solutions LLC 23-10399
Jubilant LLC 23-10400
Boxed Max LLC 23-10401
Judge: Hon. Brendan Linehan Shannon
Debtors' Counsel: M. Blake Cleary, Esq.
Jeremy W. Ryan, Esq.
Katelin A. Morales, Esq.
Elizabeth R. Schlecker, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: bcleary@potterandserson.com
jryan@potteranderson.com
kmorales@potteranderson.com
eschlecker@potteranderson.com
- and -
Madlyn Gleich Primoff, Esq.
Scott D. Talmadge, Esq.
Alexander Adams Rich, Esq.
FRESHFIELDS BRUCKHAUS DERINGER US LLP
601 Lexington Avenue
31st Floor
New York, NY 10022
Tel: (212) 277-4000
Fax: (212) 277-4001
Email: madlyn.primoff@freshfields.com
scott.talmadge@freshfields.com
Alexander.Rich@freshfields.com
Debtors'
Financial
Advisor: FTI CONSULTING, INC.
2001 Ross Avenue
Suite 650
Dallas, TX 75201
Tel: (214) 397-1600
Fax: (214) 397-1790
Attn: James Goodyear
Debtors'
Investment
Banker: SOLOMON PARTNRES, L.P.
Debtors'
Claims &
Noticing
Agent: EPIQ CORPORATE RESTRUCTURING, LLC
Total Assets of Dec. 31, 2022: $102,562,996
Total Debts as of Dec. 31, 2022: $190,370,234
The petitions were signed by Chieh Huang as CEO.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2ZQGKTQ/Boxed_Inc__debke-23-10397__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Bracebridge Capital Debt Claim $32,398,008
888 Boylston Street, Suite 1500
Boston, MA 02199
Contact: Silverstre Fontes
Tel: 617-349-2000
Email: silvestre.fontes@bracebridgecapital.com
2. Brigade Capital Debt Claim $21,899,009
Management, LP
399 Park Avenue, 16th Floor
New York, NY 10022
Contact: Aaron Daniels
Tel: 212-745-9700
Email: info@brigadecapital.com
3. Avanda Investment Debt Claim $10,949,504
Management Pte. Ltd.
23 Church Street 09-06
Capital Square, 049481
Singapore
Contact: Ng Kok Song
Tel: 65-680-58888
4. Whitebox Advisors LLC Debt Claim $10,949,504
3033 Excelsior Blvd., Suite 500
Minneapolis, N 55416
Contact: Counsel
Tel: 612-253-6001
Email: invrelations@whiteboxadvisors.com
5. Sona Credit Master Debt Claim $8,759,603
Fund Limited
c/o Maples Corporate Service
Ugland House, KY1 1104
Cayman Islands
Contact: Counsel
Email: operations@sonaam.com;
slal@sonaam.com
6. Onex Capital Solutions Debt Claim $5,474,752
Holdings, LP
930 Sylvan Avenue, Suite 105
Englewood Cliffs, NJ 07632
Contact: Andrea Daly
Tel: 201-541-2121
Email: legal@onex.com
7. Silicon Valley Bank Trade Claim $5,016,199
Attn: SVB Card Services
3003 Tasman Drive
Santa Clara, CA 95054
Contact: Jesse Bardo
Tel: 408-654-7400
Email: jbardo@svb.com
8. Brex, Inc. Trade Claim $4,992,987
50 W. Broadway, Ste. 333,15548
Salt Lake City, UT 84101
Contact: Henrique Dubugras
Tel: 650-250-6428
Email: henrique@brex.com
9. Antara Capital Total Return Debt Claim $3,284,851
SPAC Master Fund LP
500 Fifth Avenue
New York, NY 10110
Contact: Himanshu Gulati
Tel: 646-762-8580
Email: hgulati@antaracapital.com
10. American Express Trade Claim $3,058,683
American Express Company
Corporate Services Operations
AESC-P
20022 North 31st Ave, Mail
Code AZ-08-03-11
Phoenix, AZ 85027
Contact: Manoj Adlakha
Tel: 212-640-2000
Email: adlakha.manoj@aexp.com
American Express Travel
Related Services Company, Inc.
200 Vesey Street
New York, NY 10285
Attn: General Counsel's Office
11. Latham & Watkins LLP Trade Claim $1,790,025
555 West 5th Street
Suite 300
Los Angeles, CA 90013
Contact: Austin Ozawa
Tel: 212-906-4515
Email: austin.ozawa@lw.com;
cashrece@lw.com
12. Kelloggs Trade Claim $1,762,237
Kellogg Sales Company
25714 Network Place
Chicago, IL 60673-1257
Contact: Rodolfo Charco Berdeja
Email: customer.financialservices@
kellogg.com; pv-buyers@boxed.com;
boxeddocuments@kellogg.com;
rodolfo.charcoberdeja@kellogg.com
13. Space Summit Capital LLC Debt Claim $1,313,940
15455 Albright St.
Pacific Palisades, CA 90272
Contact: Counsel
Tel: 310-699-0444
14. Garfield V. Boxed, Inc. Litigation Claim $850,000
Delaware Chancery Court, C.A.
No. 2022-0132-MTZ
c/o Smith Katzenstein &
Jenkins LLP
1000 N. West Street, Suite 1501
Wilmington, DE 19801
Contact: David Jenkins
Tel: 302-652-8400
Email: djenkins@skjlaw.com;
nbelgam@skjlaw.com;
spurcell@pjlfirm.com;
rl@pjlfirm.com
15. FedEx Trade Claim $788,586
942 South Shady Grove Road
Memphis, TN 38120
Contact: Angie Martin
Tel: 901-818-7500
Email: angie.martin@fedex.com
16. Palantir Technologies Trade Claim $671,686
1555 Blake Street
Suite 250
Denver, CO 80202
Contact: Ryan Taylor
Email: accountsreceivable@palantir.com
17. McKinsey & Company, Inc. Trade Claim $555,032
140 Fountain Parkway North
Suite 800
Saint Petersburg, FL 33716
Contact: Pierre M. Gentin
Tel: 727-540-6408
Email: us_ar@mckinsey.com
18. Procter & Gamble Trade Claim $432,955
1 Procter & Gamble Plaza
Cincinnati, OH 45202
Contact: Counsel
Email: acuna.sv@pg.com;
delgado.d.1@pg.com
19. IHeartmedia Trade Claim $399,974
5080 Collection Center Drive
Chicago, IL 60693
Contact: Jordan Fasbender
Tel: 210-832-3312
Email: corporatecashmanagement@
clearchannel.com
20. Pepsico Trade Claim $393,645
Frito-Lay Inc.
75 Remittance Drive
Suite 1074
Chicago, IL 60675
Contact: Deanna Tyler
Email: deanna.tyler@pepsico.com
BOXED INC: Freshfields Represents Firm in Chapter 11 Filing
-----------------------------------------------------------
Freshfields Bruckhaus Deringer is representing Boxed, Inc. as
debtor in its Chapter 11 filing, the pending sale of its Spresso
business, and related corporate, restructuring, executive
compensation, governance, and securities law matters.
Details of Boxed's bankruptcy filing and asset sale can be found at
https://www.globenewswire.com/news-release/2023/04/03/2639186/0/en/Boxed-Inc-to-Execute-Sale-of-Spresso-Software-Business-Through-Voluntary-Chapter-11-Process.html.
The team representing Boxed, Inc. at Freshfields has long been led
by corporate lawyers Elizabeth Bieber and Ethan Klingsberg, as well
as Kimberly Wang, Lauren Lee, Kevin Meehan and Alice Lindemann and
executive compensation and benefits lawyer Sarah Ghulamhussain.
Leading on bankruptcy and restructuring matters are Madlyn Primoff,
Kyle Lakin, Scott Talmadge, Alex Rich, Henry Hutten, Ali
Nuffenbier, and Ross Weiser.
Leading on the sale of assets by Boxed are the bankruptcy and
restructuring team, as well as corporate/M&A lawyers Enrique
Dancausa, Dilara Alpi, Wicy Wang, Tomas Rua, Elen Shlyakhanova and
Ethan Klingsberg; IP lawyers Mena Kaplan, Marissa Yu and Chandler
Gerard-Reimer; employee benefits lawyers Lori Goodman and Chaim
Leggiere; tax lawyers Joe Soltis and Hannah Golden; and data
privacy/security lawyers Chris Lyon and Christine Chong.
About Boxed
Boxed, Inc. (NYSE:BOXD) -- http://www.boxed.com/-- is an
e-commerce retailer and an e-commerce enabler. The Company
operates an e-commerce retail service that provides bulk pantry
consumables to businesses and household customers, without the
requirement of a "big-box" store membership. This service is
powered by the Company's own purpose-built storefront, marketplace,
analytics, fulfillment, advertising, and robotics technologies.
Boxed further enables e-commerce through its Software & Services
business, which offers customers in need of an enterprise-level
e-commerce platform access to its end-to-end technology.
Boxed, Inc., along with its affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 23-bk-10397) on April 2,
2023.
BUTCHER & THE ARTIST: Has Deal on Cash Collateral Access
--------------------------------------------------------
Butcher and the Artist, LLC d/b/a Max's on Main asks the U.S.
Bankruptcy Court for the District of Minnesota for authority to use
cash collateral in accordance with its agreement with Kapitus
Servicing, Inc, as authorized sub-servicing agent and the general
agent of Kapitus LLC.
As of the Petition Date, the Debtor and Kapitus are parties to the
Loan Agreement dated June 21, 2022 pursuant to which in exchange
for a loan from Kapitus in the principal amount of $75,000, the
Debtor promised to pay Kapitus the "Repayment Amount" of $ 105,000
by authorizing Kapitus to debit specified remittances in lite
amount of $2,021 from the Debtor's depositing bank account on a
weekly basis. As of the Petition Date, the Debtor owes Kapitus the
amount of $89,036, which includes the following: principal $81,900,
plus interest at 6% from August 9,2022 through February 15, 2023 of
$4,286, plus contractual default fees of $2,500, plus ACH Fees
$350.
The Debtor's obligations under the Loan Agreement were
collateralized by among other things a Security Agreement by and
between Debtor, Kapitus, and Raul Garcia Jr., as guarantor,
contemporaneously with Debtor's execution of the Loan Agreement,
UCC-1 Financing Statement filed on June 22, 2022 with the Minnesota
Secretary of State, File Number 1318802201454, by CT Corporation
System, as representative.
The Debtor agrees and acknowledges that all of, inter alia, the
receivables and cash proceeds generated from the operation of the
Debtor's business, and the Debtor's inventory, constitutes income,
proceeds, products, rents, and/or profits of the Pre-Petition
Collateral and constitutes "cash collateral" within the meaning of
Bankruptcy Code section 363(a).
The Debtor and Kapitus further agree that Kapitus has a first
priority perfected lien and security interest in the cash
collateral in accordance with Bankruptcy Code sections 361, 363(a)
and 552(b).
The parties agree that the Debtor is authorized to use the cash
collateral during the period from the Petition Date through the
earlier of May 15, 2023, or the Termination Date. The Debtor will
maintain the cash collateral in the same level that existed
prepetition and not allow cash collateral to diminish.
As adequate protection for the Debtor's use of cash collateral, on
or before the first day of each month, the Debtor will pay to
Kapilus a monthly payment of $2,000 commencing, retroactive to
February 15, 2023, and payable only upon approval of the
Stipulation. These payments will continue on the 15th day of each
month after February 15, 2023, until the earlier of (i)
confirmation of a chapter 11 plan, (ii) June 15, 2023 or (iii) the
Termination Date. These adequate protection payments will be
applied to the Debtor's obligations to Kapitus in accordance with
the 1oan Documents. All payments by the Debtor to Kapitus will be
remitted via ACH payment. The Debtor will provide Kapitus with a
voided check and written authorization allowing Kapitus to ACH
debit from the account set forth on the voided check in accordance
with the payment schedule and with respect to any future adequate
protection payments to which Kapitus and the Debtor may agree and
approved by the Court.
As adequate protection for any diminution in value of Kapitus's
interests in the Pre-Pctition Collateral and to the extent the cash
collateral is utilized by the Debtor, for the purposes of providing
adequate protection within the meaning of Bankruptcy Code sections
361 and 363, Kapitus is granted valid and perfected replacement
security interests in, and liens on, the same type of post-petition
personal property and assets of the Debtor in which Kapitus held
valid and perfected liens prior to the Petition Date, and all cash
or other proceeds generated post-petition by the Pre-Petition
Collateral.
As further adequate protection, Kapitus is granted as and to the
extent provided by Bankruptcy Code sections 503(b), 507(a) and
507(b), allowed superpriority administrative expense claims in the
chapter 11 case and any Successor Cases in the amount of the
Adequate Protection Obligations and to the same extent, validity
and priority as existed on the Prc-Petition Collateral.
These events constitute an "Event of Default":
(a) The failure by the Debtor to perform, in any material
respect, any of the terms, provisions, conditions, covenants, or
obligations under the Stipulation or the Loan Documents (except as
may be modified by the Stipulation);
(b) The entry of an order by the Court granting any other
party (i.e. not the Parties hereto) relief from or modifying the
automatic stay under Bankruptcy Code section 362(a);
(c) Dismissal of the chapter 11 case or conversion of the
chapter 11 case to a chapter 7 case, or appointment of a chapter 11
trustee or examiner, or other responsible person;
(d) A material default by the Debtor in reporting financial or
operational information as and when required under the Stipulation,
the Loan Documents, or the Local Bankruptcy Rules of the District
of Minnesota; and/or
(e) The Debtor's failure to timely pay all necessary use and
occupancy expenses during the post-petition period.
A hearing on the matter is set for April 6, 2023 at 10:30 a.m.
A copy of the motion is available at https://bit.ly/3K4o2pF from
PacerMonitor.com.
About Butcher and the Artist, LLC
Butcher and the Artist, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 23-40278) on
February 15, 2023. In the petition signed by Raul Garcia, chief
manager, the Debtor disclosed up to $50,000 in assets and up to
$500,000 in liabilities.
Ronald Walsh, Esq., at Walsh Law, represents the Debtor as legal
counsel.
CATALINA MKTG.: To Seek Chapter 11 Plan Confirmation in April 2023
------------------------------------------------------------------
Vince Sullivan of Law360 reports that bankrupt retail marketing
firm Catalina Marketing Corp. received permission from a New York
judge Thursday, March 30, 2023, for a schedule that will have it
seek confirmation of its debt slashing plan by the end of April
2023.
Catalina, a market leader in shopper intelligence, announced March
28, 2023, that it and affiliates sought Chapter 11 protection after
it has entered into a restructuring support agreement (RSA) with
more than 99% of its lenders to substantially reduce the company's
debt. The targeted balance sheet restructuring provided for in the
RSA is a common path forward when a company with strong core
business viability and ongoing growth potential is working to
strengthen its balance sheet.
Catalina also announced that it has reached a definitive agreement
to sell its Japanese entity, Catalina Marketing Japan K.K., to
Yosemite 2 K.K., which is an equity funded entity of D Capital,
Inc. The sale of the business in Japan is subject to Catalina's
successful completion of the financial restructuring under the
terms outlined in the RSA, among other customary closing
conditions.
With the overwhelming support of its lenders, Catalina expects to
move through this process on an expedited basis and complete the
sale and balance sheet restructuring in approximately 30 days.
About Catalina Marketing Corp.
Catalina Marketing Corporation provides an extensive network of
in-store, point-of-sale data acquisition and promotional delivery
systems, present in approximately 22,000 retail locations in the
U.S. Catalina is currently party to agreements with approximately
59 retailer partners to utilize Catalina's networked servers and
high-speed printers at multiple POS locations in each of the
retailers' stores.
Founded in 1983, the company was taken private by Hellman &
Friedman LLC in 2007 and acquired by Berkshire Partners LLC in
2014.
Catalina is currently owned by a group of former lenders who gained
ownership after the company's last bankruptcy filing.
Catalina and several affiliates previously sought Chapter 11
bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that
would reduce debt by $1.6 billion. The 2018 lead case was In re
Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). On Jan.
31, 2019, the Hon. Kevin Gross confirmed the company's Plan of
Reorganization allowing Catalina to reduce debt by more than 80%
from about $1.9 billion to about $280 million upon emergence.
Catalina Marketing and 14 affiliated entities sought Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Southern
District of New York on March 28, 2023. Affiliate PacificCo Inc.
(Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors
listed $100 million to $500 million in estimated assets and
liabilities on a consolidated basis. The petitions were signed by
Michael Huffmaster as chief financial officer.
The Hon. Philip Bentley oversees the new cases.
Garty T. Holtzer, Esq., Kevin Bostel, Esq., and Rachael Foust,
Esq., at Weil, Gotshal & Manges LLP, serve as the Debtors' counsel.
FTI Consulting, Inc., serves as the Debtors' financial advisor.
Houlihan Lokey is the Debtors' investment banker. Kurtzman Carson
Consultants LLC is the Debtors' claims, noticing and solicitation
agent.
CELSIUS NETWORK: $13-Mil. Bid Protection for Stalking Horse Okayed
------------------------------------------------------------------
Jeff Montgomery of Law360 reports that bankrupt cryptocurrency
lender Celsius Networks secured a New York federal court's approval
Thursday, March 30, 2023, for a larger-than-usual, $13 million bid
protection covering the offer of stalking horse bidder NovaWulf
Digital Management LP.
As reported in the TCR, Crypto lender Celsius Network will seek to
exit bankruptcy under the guidance of asset manager NovaWulf
Digital Management, which will take over the operations of a new
company that will be owned by Celsius customers. The proposed deal
with NovaWulf should allow Celsius to exit Chapter 11 and begin
returning crypto assets to customers in June.
Celsius selected NovaWulf's bid out of more than 130 proposals
received, saying that NovaWulf was the only finalist that intended
to maintain long-term control over Celsius' harder-to-liquidate
assets, like its loan portfolio and bitcoin mining business. Under
the plan, Celsius customers with less than $5,000 in their
accounts will be eligible to receive a one-time payment in bitcoin,
Etherium or the stablecoin USDC. Celsius customers with more than
$5,000 in their accounts would receive payments from crypto that is
left over after smaller customer accounts have been paid back, and
will additionally receive ownership shares in the new company.
NovaWulf has agreed to pay up to $55 million to the reorganized
company, called "NewCo" by Celsius, which will be owned by Celsius
creditors and will continue Celsius' bitcoin mining and loan
businesses. NovaWulf will share in the new business' profit.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
COASTAL LANDFILL: Seeks Continued Cash Collateral Access
--------------------------------------------------------
Coastal Landfill Disposal of Florida, LLC asks the U.S. Bankruptcy
Court for the Northern District of Georgia, Rome Division, for
authority to use cash collateral in accordance with the budget,
with a 15% variance.
The Debtor requires access to cash collateral to pay operating
expenses.
As previously reported by the Troubled Company Reporter, Comerica
Bank may assert a lien upon and security interest in the Debtor's
assets as more particularly described in the UCC Financing
Statement number 038-2021-038475, filed on December 28, 2021 in the
records of the Coweta County Clerk of Superior Court.
Secured Lender Solutions, LLC may assert a lien upon and security
interest in the Debtor's assets as more particularly described in
the UCC Financing Statement number 038-2021-004529, filed on
February 22, 2021 in the records of the Coweta County Clerk of
Superior Court.
Community Bank of Pickens County may assert a lien upon and
security interest in the Debtor's assets as more particularly
described in the UCC Financing Statements number 112-2021-000015,
filed on January 20, 2021 and 112-2021-000379, filed on October 28,
2021 in the records of the Pickens County Clerk of Superior Court.
Pursuant to the Stipulations between the Debtor and the Lender
authorizing the Debtor's continue using cash collateral, the Lender
has consented to the Debtor's use of cash collateral through April
5, 2023. On March 31, 2023, the Lender informed the Debtor that it
would not agree to continued use of cash collateral after April 5,
without an adequate payment of $175,000 from the Debtor and its
affiliates. Making an adequate protection payment of $175,000 would
jeopardize the Debtor's ability to operate.
On February 28, 2023, the Debtor filed its Disclosure Statement for
Plan of Reorganization and Plan of Reorganization. The Disclosure
Statement is set for hearing on April 5 at 9:25 a.m.
The Debtor anticipates entering into an asset purchase agreement
with Matter Management Enterprises, LLC prior to the Disclosure
Statement Hearing to sell its Georgia operations for $5.5 million.
The Debtor intends on amending its Plan to provide for the proceeds
of such sale to be distributed to Lender.
The Debtor also requests that the Court conduct an expedited
evidentiary hearing on the matter on or before April 5, 2023.
* * *
The Court entered an Order and Notice of Evidentiary Hearing on the
Debtor's Cash Collateral Motion. The Court will hold a hearing on
April 10, 2023, at 10:00 a.m. in Courtroom 1402, Atlanta.
A copy of the Debtor's motion and 13-week budget is available at
https://bit.ly/3zrhxs0 from PacerMonitor.com.
The Debtor projects $1,917,225 in total cost of operations from the
week of April 2 until the week of June 25, 2023. In April, the
Debtor projects cost of operations, on a weekly basis, as follows:
$165,514 for the week ending April 2, 2023;
$138,131 for the week ending April 9, 2023;
$153,728 for the week ending April 16, 2023;
$125,131 for the week ending April 23, 2023; and
$149,714 for the week ending April 30, 2023.
About Coastal Landfill Disposal of Florida, LLC
Coastal Landfill Disposal of Florida, LLC specializes in hauling,
disposal, and recycling of construction demolition waste with
headquarters located at 2859 Paces Ferry Road, Suite 1150, Atlanta,
GA, 30339.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41009 ) on August 26,
2022. In the petition filed by Carson Cash King, authorized
representative, the Debtor disclosed up to $50,000 in assets and up
to $500,000 in liabilities.
Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's
counsel.
Comerica is represented in the case by:
Marc N. Swanson, Esq.
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
150 West Jefferson Avenue, Suite 2500
Detroit, MI 48226
Tel: (313) 496-7591
Fax: (313) 496-8452
E-mail: swansonm@millercanfield.com
- and -
Walter E. Jones, Esq.
BALCH & BINGHAM LLP
30 Ivan Allen Jr. Boulevard, N.W., Suite 700
Atlanta, GA 30308
Tel: (404) 261-6020
Fax: (404) 261-3656
E-mail: wjones@balch.com
DFW GRANITE: Seeks Cash Collateral Access
-----------------------------------------
DFW Granite & Glass Installation, L.L.C. asks the U.S. Bankruptcy
Court for the Northern District of Texas, Dallas Division, for
authority to use cash collateral in accordance with the budget.
The Debtor seeks to use the cash collateral for expenses set forth
on the budget and any other unforeseeable expenses that may arise
and pose a threat to the Debtor's continued operations.
A search in the Texas Secretary of State shows that secured
positions are held by JP Morgan Chase Bank, Seacoast National Bank,
and the U.S. Small Business Administration.
As adequate protection, the Debtor proposes to provide JP Morgan
Chase Bank, Seacoast National Bank, and the U.S. Small Business
Administration replacement liens on all post-petition cash
collateral and post-petition acquired property to the same extent
and priority they possessed a valid, perfected and enforceable
security interest as of the Petition Date.
A copy of the motion is available at https://bit.ly/3U26D5w from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3Kps10n from
PacerMonitor.com.
The Debtor projects $20,000 in cash receipts and $24,799 in cash
disbursements for 30 days.
About DFW Granite & Glass Installation
DFW Granite & Glass Installation sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-30604) on
March 31, 2023. In the petition signed by Michael Thompson, owner,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor
as legal counsel.
EDGEWATER CONSTRUCTION: Court OKs Interim Cash Collateral Access
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized Edgewater Construction Group, Inc. to
use cash collateral on an interim basis in accordance with the
budget, with a 10% variance, in order to continue operating its
business and preserve ongoing, enterprise value.
As previously reported by the Troubled Company Reporter, on
February 25, 2022, the Debtor and Banesco USA entered into a loan
transaction wherein Banesco provided a $500,000 revolving line of
credit to the Debtor as evidenced by a revolving promissory note
executed by the Debtor in favor of Banesco on even date.
As security for the Banesco Loan, the Debtor granted a blanket lien
upon substantially all of the Debtor's assets as evidenced by the
UCC-1 Financing Statement 202201078862. In addition to the Debtor's
assets, Edgewater 6962 LLC (an entity owned by Ulysses and Dulce
Vazquez) granted Banesco a mortgage and assignment of rents in
certain real property located at 6962 SW 47th Street, Miami, FL
33155.
The Debtor is not aware of the exact current balance on the Banesco
Loan as of the Petition Date but believes it to be approximately
$500,000.
On June 28, 2020, the Debtor obtained a COVID-19 Economic Injury
Disaster Loan from the US Small Business Administration BA in the
principal amount of $150,000. The terms of the EIDL Loan is 30
years from the date of the promissory note and bears interest at a
rate of 3.75% per annum.
In connection with the closing of the EIDL Loan, the SBA filed a
form UCC-1 Financing Statement with the Florida Secured Transaction
Registry under File No. 202002560925, which indicates that the SBA
has a perfected interest on all of the Debtor's assets.
The Debtor is not aware of the exact current balance on the EIDL
Loan as of the Petition Date but believes it to be approximately
$155,250.
As adequate protection for the extent of the Debtor's use of cash
collateral, Secured Creditors will have, as of the Petition Date:
(i) a replacement lien pursuant to 11 U.S.C. section 361(2) on and
in all property acquired or generated post-petition by the Debtor
to the same extent and priority and of the same kind and nature as
the Secured Creditors' respective pre-petition liens and security
interests in the cash collateral.
A final hearing on the matter is set for April 12, 2023 at 11:30
a.m.
A copy of the Debtor's motion and budget is available at
https://bit.ly/3zr8XJX from PacerMonitor.com.
About Edgewater Construction Group, Inc.
Edgewater Construction Group, Inc. provides general contractor
services and has been in business since February 1999.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12217) on March 22,
2023. In the petition signed by Ulysses Vazquez, II, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Laurel M. Isicoff oversees the case.
Jacqueline Calderin, Esq., at Agentis PLLC, represents the Debtor
as legal counsel.
ENVISION HEALTHCARE: Lenders Hire Advisers Amid Staffing Concerns
-----------------------------------------------------------------
Erin Hudson, Rachel Butt, and Eliza Ronalds-Hannon of Bloomberg
News report that a group of lenders to KKR & Co.'s Envision
Healthcare Corp. has retained advisers as the physician staffing
company's performance continues to struggle, according to people
with knowledge of the matter.
The group has engaged Evercore and Gibson Dunn & Crutcher to assess
options, said the people, who asked not to be identified because
the matter is private.
The Financial Times reported that in April 2020 that Evision
Healthcare has hired advisers to help it restructure its $7 billion
debt burden as it tries to avoid bankruptcy due to the coronavirus
crisis, according to people briefed on the matter.
The group has hired law firm Kirkland & Ellis and investment bank
Houlihan Lokey to explore ways to reduce the debt pile it amassed
after it was acquired two years ago by private equity group KKR for
$9.9 billion in one of the largest buyouts since the financial
crisis. KKR has hired Paul Weiss, a New York law firm, to advise
the group on the restructuring process.
About Envision Healthcare
Envision Healthcare Corp., based in Nashville, Tennessee, is a
leading national medical group, focused on investing in the future
of health and wellness.
FARAJI ENTERPRISE: Wins Cash Collateral Access Thru April 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Faraji Enterprise, LLC to use cash collateral on an
interim basis in accordance with the budget and its agreement with
Central Savings, F.S.B., through April 30, 2023.
The Debtor asserts that it has an immediate need to use cash
collateral to permit, among other things, the orderly continuation
of the operation of its property, and avoid irreparable harm.
The Debtor and Central Savings, F.S.B. are parties to a term loan
dated March 16, 2017, evidenced by:
a) a Promissory Note dated March 16, 2017 by and between
Hirsch God Trust No. 469 as borrower and Central Federal FSB as
Lender in the original principal amount of $390,000;
b) a Mortgage recorded in the Office of the Cook County
Recorder of Deeds on March 24, 2017, as Document No. 1708304073 and
an Assignment of Rents dated March 16, 2017, which a was recorded
in the Office of the Cook County Recorder of Deeds on March 24,
2017 as Document No. 1708304074, each encumbering the real property
and rental income from property commonly known as 469-473 Hirsch
Avenue Calumet City, IL 60409; and
c) a Guaranty of Payment and Performance of all Loan
obligations by Faraji Enterprises, LLC dated March 16, 2017.
As of the Petition Date, the Debtor owed Central Savings, F.S.B.
not less than $408,160 inclusive of interest owed and accrued under
the Loan.
To adequately protect the lender for the Debtor's use of cash
collateral, Central Savings, F.S.B. is granted a replacement lien
on the Debtor's rents, accounts and accounts receivables, wherever
located to secure the Indebtedness to the extent of any diminution
in value of the Pre-Petition Collateral, subject only to valid and
enforceable liens and security interests existing on the Debtor's
property, assets, or rights of the Debtor at the time of the
commencement of the Case.
As further adequate protection, the Debtor will grant Central
Savings, F.S.B., a replacement lien on the Debtor's rents,
accounts, and accounts receivables derived from the Property, which
are of the same type or nature as the Pre-Petition Collateral,
coming into existence or acquired by the Debtor respecting the
Property on or after the Petition Date.
The Post-Petition Liens granted to Central Savings, F.S.B. under
the terms of the Order will be valid and perfected as of the date
of the Order, without the need for the execution or filing of any
further document or instrument otherwise required to be executed or
filed under applicable non-bankruptcy law.
The Debtor's authority to use cash collateral will terminate on the
earlier of:
(a) the date of entry by the Court of an order modifying or
otherwise altering the effectiveness of the Order;
(b) an Event of Default; or
(c) the expiration of the Budget Period.
These events constitute an Event of Default:
(a) Entry of an order converting the Debtor's Chapter 11 case
to a case under Chapter 7 of the Bankruptcy Code, which order is
not stayed within 10 days of the entry of such order;
(B) The entry of an order dismissing the Debtor's Chapter 11
case, which is not stayed within 10 days of the entry of such
order; and
(c) The Debtor's failure to comply with any provision of the
Order.
A further hearing on the matter is set for April 27, 2023 at 9:30
a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3KqQ2p0 from PacerMonitor.com.
The Debtor projects $8,819 in total income and $2,368 in total
expenses for April 2023.
About Faraji Enterprise
Faraji Enterprise, lLLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14998) on
Dec. 30, 2022, with $500,001 to $1 million in assets and $100,001
to $500,000 in liabilities.
Judge Deborah L. Thorne oversees the case.
William E. Jamison, Jr., Esq., at the Law Office William E.
Jamison, represents the Debtor as legal counsel.
FIRST FIDELITY: Taps Irvin & Associates as Legal Counsel
--------------------------------------------------------
First Fidelity Trust Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to employ
Irvin & Associates, PLLC 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 management and operation of its business
and property;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest, and advising and
consulting on the conduct of the Debtor's Chapter 11 case,
including all the legal and administrative requirements of
operating in Chapter 11;
c. assist the Debtor with the preparation of its schedules of
assets and liabilities and statement of financial affairs;
d. advise the Debtor in connection with any contemplated sales
of assets or business combinations, formulate and implement
appropriate procedures with respect to the closing of any such
transactions, and counsel the Debtor in connection with such
transactions;
e. advise the Debtor in connection with any post-petition
financing arrangements, negotiate and draft related documents, and
provide advice with respect to pre-bankruptcy financing agreements
and their possible restructuring;
f. advise the Debtor on matters relating to the assumption,
rejection or assignment of unexpired leases and executory
contracts;
g. advise the Debtor with respect to legal issues arising in or
relating to its ordinary course of business;
h. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against it,
negotiations concerning all litigation in which the Debtor is
involved, and objecting to claims filed against the Debtor's
estate;
i. prepare legal papers;
j. negotiate and prepare a Chapter 11 plan, disclosure statement
and all related documents, and take any necessary action to obtain
confirmation of that plan;
k. attend meetings with creditors and other third parties and
participate in negotiations;
l. appear and advance the Debtor's interests before the
bankruptcy court, any appellate courts, and the U.S. Trustee; and
m. perform all other necessary legal services.
The firm will be paid at hourly rates ranging from $200 to $350.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Herbert Irvin, Esq., a partner at Irvin & Associates, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Herbert J. Irvin, Esq.
Irvin & Associates, PLLC
P.O. Box 1869
Jackson, MS 39215
Telephone: (601) 624-8110
Email: iq.attys@gmail.com
About First Fidelity Trust Services
First Fidelity Trust Services, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Miss. Case No. 22-02666) on Dec. 27, 2022,
with as much as $1 million in both assets and liabilities. Judge
Jamie A. Wilson oversees the case.
The Debtor is represented by Herbert J. Irvin, Esq., at Irvin &
Associates, PLLC.
FLUOR CORP: S&P Lowes Issuer Credit Rating to 'BB+, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Fluor Corp.
to 'BB+' from 'BBB-'. The outlook is stable.
S&P said, "At the same time, we lowered our issue-level ratings on
the company's unsecured notes to 'BB+' from 'BBB-' with a '3'
recovery rating.
"The stable outlook reflects our expectation that Fluor will
maintain high cash balances and low leverage with debt to EBITDA
below 1.5x, and that it will generate positive, albeit relatively
modest, free operating cash flow (FOCF) in 2023 that will continue
to increase in subsequent years."
Fluor's profit margins, overall earnings, and cash flow are below
industry average. At year-end 2022, S&P Global Ratings-adjusted
EBITDA margins were 2.3%, down from 2.6% a year before. S&P said,
"Although we expect modest improvement over the next two years, we
believe margins will continue to lag those of peers such as Quanta
Services Inc. and AECOM, which have EBITDA margins approaching 10%,
and the average for global E&C rated peers of about 7%. We
attribute Fluor's lower EBITDA margins to its business mix with a
higher contribution from large-scale, fixed-price construction
projects. These have the risk of delays and cost overruns and cause
contracts to become unprofitable. We anticipate Fluor will improve
its profit margin modestly as it increases focus toward
higher-margin work and the proportion of reimbursable contracts in
its backlog toward its 75% target (63% as of year-end 2022).
Nevertheless, we continue to view the E&C industry as having
operating risks including cyclical end markets, the potential for
significant swings in earnings and cash flow, and possible charges
for cost overruns on fixed-price contracts. We estimate Fluor's
margin will approach 3% in 2023 and remain in the low-3% area
2024."
S&P said, "We believe Fluor's improved contract mix will more
effectively manage potential cost overruns amid the current
inflationary environment. But its thin margins translate into lower
overall profitability and limit its capacity to substantially
increase FOCF. We revised our view of Fluor's business risk profile
one category down to fair from satisfactory. Our base case to
achieve margin improvement incorporates our expectation that the
U.S. Securities and Exchange Commission (SEC) will finalize its
investigation related to Fluor's accounting and financial reporting
in 2023 eliminating about $30 million of expenses.
"Fluor continues to wind down its unprofitable legacy projects,
which will modestly improve cash flow generation in 2023 and 2024.
As of year-end 2022, $1.8 billion of Fluor's $26 billion contract
backlog was in a loss position compared to about $1.1 billion a
year earlier. Cash flow needs from legacy loss-making contracts
pressured FOCF over the past two years and resulted in S&P Global
Ratings-adjusted FOCF to debt at a 23% deficit in 2021 and a 7%
deficit in 2022. However, as the proportion of fixed-price
contracts in the overall mix declines and the impact of inflation
moderates, we expect the intensity of losses to moderate. We
forecast the company's FOCF to debt will turn positive in 2023.
During 2022, the company used about $250 million of FOCF to fund
its legacy projects. We assume a slightly lower outflow of about
$200 million in 2023 and about $120 million in 2024.
"Fluor's backlog and increased proportion of reimbursable contracts
will support healthy revenue expansion. The company's reported
backlog reached $26 billion as of Dec. 31, 2022, from about $20.8
billion as of year-end 2021, which we believe indicates a turning
point in its growth prospects. Despite its backlog remaining below
pre-COVID-19 levels of about $35.6 billion as of year-end 2018, we
believe Fluor's backlog and new awards expansion reflect healthier
underlying fundamentals across its business segments. In
particular, we expect its energy and urban segments to benefit from
secular global megatrends, including the energy transition,
elevated infrastructure funding, and reshoring of manufacturing
capabilities. We estimate this will enable Fluor to increase
revenue about 10% in 2023 and 2024. We believe the company's
conservative capital structure reflects, in part, its customers and
surety providers' preference to work with an E&C company that has
low financial leverage. However, we expect EBITDA margins will
remain thin at about 3% over the next two years.
"We expect Fluor will continue to reduce leverage while maintaining
strong liquidity. We continue to assess Fluor's liquidity as
strong. At year-end, the company had about $2.6 billion cash, with
about $836 million related to variable interest entities, and
borrowing availability of $819 million under its $1.8 billion
credit facility maturing in February 2026. Over the past two years,
the company reduced its S&P Global Ratings-adjusted gross debt to
$1.9 billion as of Dec. 31, 2022. After the end of the fourth
quarter, Fluor redeemed its EUR129 million notes due in 2023 using
cash on hand, and we expect it will redeem its 2024 notes as well.
We estimate that Fluor's expanded EBITDA and lower debt will enable
it to maintain S&P Global Ratings-adjusted debt to EBITDA of less
than 0.5x over the next two years and generate positive FOCF.
"The stable outlook reflects our expectation that Fluor will
maintain strong liquidity with high cash balances, modestly improve
EBITDA margins, maintain debt to EBITDA below 1.5x, and generate
positive FOCF in 2023."
S&P could lower its ratings on Fluor if:
-- The company fails to generate positive FOCF in 2023 and 2024
from greater than expected working capital outflows or
unanticipated contract losses; or
-- Its cash balances decline significantly such that it increases
leverage over 3x or impairs its ability sign on new contracts and
maintain its backlog.
S&P could raise its ratings on Fluor if the company:
-- Reduces contract losses and increases EBITDA margins
approaching industry averages;
-- Sustainably increases cash flow such that FOCF to debt exceeds
25%; and
-- And keeps leverage below 1.5x.
ESG credit indicators: E-2, S-2, G-3
S&P said, "Environmental and social factors are an overall neutral
consideration in our credit rating analysis of Fluor. The company
is reducing its exposure to traditional oil and gas segments, with
a target of 70% revenue from non-traditional oil and gas segments
by 2023. Governance factors are a moderately negative
consideration. We continue to monitor the company's efforts to
enhance risk management following some project cost overruns in the
past few years, and note the ongoing accounting and financial
reporting investigations by the SEC and Department of Justice."
FTX GROUP: Creditors Oppose SBF's Move for D&O Insurance
--------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that unsecured creditors of
FTX Trading Ltd. are opposing founder Sam Bankman-Fried's bid to
tap the bankrupt crypto exchange's directors and officers insurance
policies to pay for his legal costs.
The insurance policies are meant to protect company leaders when
"they make honest decisions in the ordinary course of the
business," the creditors' committee said in a filing Wednesday,
March 29, 2023.
But Bankman-Fried is seeking an insurance payout "to fund Defense
Costs incurred by the alleged perpetrator of one of the largest
criminal frauds in the last decade," the committee said.
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.
FTX GROUP: Exchanges & Bank to Return $200 Mil. to Estate
---------------------------------------------------------
Aislinn Keely of Law360 reports that a Bahamian bank has agreed to
return $50 million to the estate of bankrupt cryptocurrency
exchange FTX that was linked to its former co-CEO, and a series of
crypto exchanges likewise stand at the ready to return more than
$150 million from accounts related to the firm, according to two
motions filed in the Delaware bankruptcy case.
The Debtors filed a motion for an order authorizing Aux Cayes
FinTech Co. Ltd. and Okcoin USA, Inc ("the Exchange Entities") to
take certain steps pursuant to the applicable terms of service to
turn over to the Debtors certain assets in all accounts held by
either of the Exchange Entities in the names of Alameda Research
LLC, Alameda Research Ltd., David Ratiney, Zixiao "Gary" Wang, and
Myth Success Ltd. Specifically, the Exchange Entities and the
Debtors have identified the following accounts, including any and
all sub-accounts:
* Account No. ending in 4208, held nominally by David Ratiney,
is property of Debtor Alameda Research LLC, containing digital
assets valued at approximately $150 million, as well as one open
swap position with a current value of approximately $2 million net
of fees (as of March 2023);
* Account No. ending in 1376, held nominally by Myth Success
LTD, is property of Debtor Alameda Research LLC, containing digital
assets valued at approximately $7 million (as of March 2023);
* Account No. ending in 0592, held nominally by Zixiao "Gary"
Wang, is property of Debtor Alameda Research LLC, containing
digital assets valued at approximately $300,000 (as of March
2023);
* Account No. ending in 7222 in the name of Debtor Alameda
Research Ltd., containing digital assets valued at approximately $7
million (as of March 2023); and
* Account No. ending in 5731 in the name of Debtor Alameda
Research LLC, containing digital assets valued at approximately
$1.5 million (as of March 2023).
In the second motion, the Debtors seek an order authorizing Deltec
International Group ("DIG"), an exempted company with limited
liability incorporated in the Cayman Islands, to pay all principal
and interest owed under the $50,000,000 DIG Promissory Note. The
Debtors have been in discussions, and reached agreement, with DIG,
Norton Hall and Ryan Salame regarding the repayment of the DIG
Promissory Note and the related extinguishment of the DIG
Promissory Note and the Salame Promissory Note. DIG has
represented to the Debtors that, at the time DIG executed the DIG
Promissory Note and received the US$50,000,000 payment, DIG was not
aware that the US$50,000,000 payment had been made from an account
in the name of Alameda.
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.
GENESIS GLOBAL: Digital Assets Are Safe in Chapter 11
-----------------------------------------------------
Vince Sullivan of Law360 reports that the holding company for
cryptocurrency lender Genesis Global told a New York bankruptcy
judge on Thursday, March 30, 2023, that its digital assets are
being stored on a secured platform with robust security, addressing
concerns that had been raised by the Office of the United States
Trustee.
About Genesis Global
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) provide lending and borrowing, spot trading, derivatives
and custody services for digital assets and fiat currency. Genesis
Global Holdco, LLC owns 100% of GGC and GAP.
Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are
pending before the Honorable Sean H. Lane.
At the time of the filing, Genesis Holdco reported $100 million to
$500 million in both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG and certain of the Holdco subsidiaries are not included in
the Chapter 11 filings. The non-debtor subsidiaries include Genesis
UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong
Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody
Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC and GSB 2022 I LLC.
The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC, as investment banker. Kroll Restructuring Administration is
the claims agent.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP.
GREEN ENERGY TRANSPORT: Seeks Continued Cash Collateral Access
--------------------------------------------------------------
Green Energy Transport LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Rome Division, for authority to use
cash collateral in accordance with the budget, with a 15%
variance.
The Debtor says it must have access to cash to pay the operating
expenses of the business including insurance, taxes and
compensation for its work force.
As previously reported by the Troubled Company Reporter, Comerica
Bank may assert a lien upon and security interest in the Debtor's
assets as more particularly described in the UCC Financing
Statement number 038-2021-038477, filed on December 28, 2021 in the
records of the Coweta County Clerk of Superior Court.
The Debtor is not aware of any other claims of liens or security
interests in cash collateral.
Pursuant to the Stipulations between the Debtor and the Lender
authorizing the Debtor's continued use of cash collateral, the
Lender has consented to the Debtor's use of cash collateral through
April 5, 2023. On March 31, 2023, the Lender informed the Debtor
that it would not agree to the continued use of cash collateral
after April 5, without an adequate payment of $175,000 from the
Debtor and its affiliates.
The Debtor tells the Court that making an adequate protection
payment of $175,000 would jeopardize the Debtor's ability to
operate.
On February 28, 2023, the Debtor filed its Disclosure Statement for
Plan of Reorganization and Plan of Reorganization. The Disclosure
Statement is set for hearing on April 5 at 9:25 a.m.
The Debtor anticipates entering into an asset purchase agreement
with Matter Management Enterprises, LLC prior to the Disclosure
Statement Hearing to sell its Georgia operations for $5.5 million.
The Debtor intends on amending its Plan to provide for the proceeds
of such sale to be distributed to Lender.
The Debtor also requests that the Court conduct an expedited
evidentiary hearing on the matter on or before April 5, 2023.
* * *
The Court entered an Order and Notice of Evidentiary Hearing on the
Debtor's Cash Collateral Motion. The Court will hold a hearing on
April 10, 2023, at 10:00 a.m. in Courtroom 1402, Atlanta.
A copy of the Debtor's motion and 13-week budget is available at
https://bit.ly/3U39U4u from PacerMonitor.com.
The Debtor projects $1,917,225 in total cost of operations from the
week of April 2 until the week of June 25, 2023. In April, the
Debtor projects cost of operations, on a weekly basis, as follows:
$165,514 for the week ending April 2, 2023;
$138,131 for the week ending April 9, 2023;
$153,728 for the week ending April 16, 2023;
$125,131 for the week ending April 23, 2023; and
$149,714 for the week ending April 30, 2023.
About Green Energy Transport LLC
Green Energy Transport LLC specializes in hauling, disposal, and
recycling of construction demolition waste with its headquarters
located at 2859 Paces Ferry Road, Suite 1150, Atlanta, GA, 30339.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41010) on August 26,
2022. In the petition filed by Carson Cash King, authorized
representative, the Debtor disclosed up to $50,000 in assets and up
to $500,000 in liabilities.
Cameron M. McCord, Esq., at Jones & Walden, LLC is the Debtor's
counsel.
Comerica is represented in the case by:
Marc N. Swanson, Esq.
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
150 West Jefferson Avenue, Suite 2500
Detroit, MI 48226
Tel: (313) 496-7591
Fax: (313) 496-8452
E-mail: swansonm@millercanfield.com
- and -
Walter E. Jones, Esq.
BALCH & BINGHAM LLP
30 Ivan Allen Jr. Boulevard, N.W., Suite 700
Atlanta, GA 30308
Tel: (404) 261-6020
Fax: (404) 261-3656
E-mail: wjones@balch.com
GREEN ENVIRONMENTAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The U.S. Trustee for Region 10 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Green Environmental Processing, Inc.
Green Environmental Processing
Green Environmental Processing, Inc. is a manufacturer of rubber
product in Newton, Ind.
Green Environmental Processing filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind.
Case No. 23-00558) on Feb. 17, 2023, with $100 million to $500
million in assets and $10 million to $50 million in liabilities.
Clifford Garrett, president of Green Environmental Processing,
signed the petition.
Judge James M. Carr oversees the case.
Preeti Gupta, Esq., at the Law Office of Nita Gupta represents the
Debtor as counsel.
GREENSILL CAPITAL: Chapter 11 Trustee Sues BofA for $4.3 Million
----------------------------------------------------------------
Jeff Montgomery of Law360 reports that a liquidation trustee of
bankrupt Greensill Capital Inc. has sued Bank of America Corp. in
Delaware Chancery Court to recover the bank's receipts from its $4
million share of an allegedly overpriced $82 million prebankruptcy
Greensill acquisition of securitization business Finacity Corp. in
2019.
According to Bloomberg News, the heavily redacted lawsuit, which
seeks nearly $4.3 million, stems from Greensill's 2019 acquisition
of Finacity Corp., a fintech startup in which BofA held a stake.
The unredacted wrongdoing allegations against the global financial
giant are thin, but the suit generally accuses the bank of
participating in the deal despite knowing Greensill was being
ripped off.
About Greensill Capital
Greensill Capital is an independent financial services firm and
principal investor group based in the United Kingdom and Australia.
The Company offers structures trade finance, working capital
optimization, specialty financing and contract monetization.
Greensill Capital Pty is the parent company for the Greensill
Group.
Greensill began to unravel in March 2021 when its main insurer
stopped providing credit insurance on US$4.1 billion of debt in
portfolios it had created for clients including Swiss bank Credit
Suisse.
Greensill Capital (UK) Limited and Greensill Capital Management
Company (UK) Limited filed for insolvency in Britain on March 8,
2021. Matthew James Byrnes, Philip Campbell-Wilson and Michael
McCann of Grant Thornton were appointed as administrators.
Greensill Capital Pty Ltd. filed insolvency proceedings in
Australia. Matt Byrnes, Phil Campbell-Wilson, and Michael McCann
of Grant Thornton Australia Ltd, as voluntary administrators in
Australia.
Greensill Capital Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 21-10561) on March 25, 2021. The petition was
signed by Jill M. Frizzley, director. It listed assets of between
$10 million and $50 million and liabilities of between $50 million
and $100 million. The case is handled by Honorable Judge Michael
E. Wiles. Togut, Segal & Segal LLP, led by Kyle J. Ortiz, is the
Debtor's counsel.
About Greensill Bank
Bremen-based Greensill Bank, formerly known as NordFinanz Bank AG,
is a German subsidiary of Greensill Capital UK. It was acquired in
2014 by Greensill Capital, which itself filed for insolvency on
March 8, 2021.
Greensill Bank filed a Chapter 15 petition (Bankr. S.D.N.Y. Case
No. 21-10757) on April 20, 2021, to seek U.S. recognition of its
insolvency proceeding in Germany. Michael C. Frege is the
administrator.
Greensill Bank's U.S. counsel:
David Farrington Yates
Kobre & Kim LLP
Tel: (212) 488-1211
E-mail: farrington.yates@kobrekim.com
HAMILTON PROJECTS: S&P Affirms 'BB-' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' rating on Hamilton Projects
Acquiror LLC 's senior secured term loan B. The '1' recovery rating
is unchanged, indicating its expectations for very high (90%-100%;
rounded estimate: 90%) recovery in a default scenario.
S&P said, "The stable outlook reflects our view that Hamilton's
operational and financial performance will remain aligned with our
expectations. Under our base-case scenario, we forecast a minimum
debt service coverage ratio (DSCR) of 1.44x through its asset
life."
Hamilton is a two-asset, combined-cycle gas turbine power portfolio
with about 1,705 megawatts (MW) of nameplate capacity in
northeastern Pennsylvania. It comprises the Liberty power project
in Bradford County, with a rated winter capacity of 848 MW, and the
Patriot power project in Lycoming County, with a rated winter
capacity of 857 MW. The units entered commercial operation in
mid-2016, Liberty selling power into PJM Interconnection's Penelec
zone and Patriot into the Pennsylvania Power and Light (PPL) zone.
They are in the eastern portion of the Marcellus shale gas play
with access to reliable natural gas supply. Tennessee Gas Pipeline
Zone 4 Leg 300 is the closest hub for Liberty and Transco Leidy for
Patriot.
The assets sell forward capacity to the PJM power market, which is
the largest and most liquid in the U.S. Capacity payments provide
cash flow visibility for the next two years.
The assets are in the Marcellus shale gas region that provides
direct access to the lowest-cost and most abundant natural gas
supply in the Northeast; therefore, we expect modern gas-fired
power plants such as Liberty and Patriot will remain highly
competitive.
The units are exposed to commodity price risks since they sell
their power produced on a merchant basis.
S&P Global Ratings' capacity price outlook for the PJM Mid-Atlantic
Area Council (MAAC) region is weaker for future auctions. Capacity
cash flows represent about 25% of Hamilton's gross margins under
our assumed prices.
Consistent with other projects financed with term loan B
structures, Hamilton is exposed to refinancing risk.
S&P said, "We believe gross margin will be robust for the short to
medium term, but less certain in the long term due to uncleared
capacity prices and merchant market exposure. We expect the
project's spark spreads to remain robust in the short to medium
team, benefitting from already locked-in energy hedges. It has
outperformed our expectations of operational and financial
performance in 2022. We expect the momentum in spark spreads to
sustain through mid-2025, with some energy margin suppression
starting 2026.
"The project's ability and willingness to sweep cash in line with
our base-case projections remains key to maintaining the rating.
Despite the outperformance in 2022, the project did not sweep cash
in the fourth quarter as it plans to distribute the excess cash to
equity. We don't expect the term loan B add-on to be significantly
credit negative in the current commodity price environment.
However, a dividend recapitalization transaction, soon after a
period of outperformance, indicates financial policy risk. While we
can't measure the degree to which sponsor decision-making would
affect the predictability of the project's credit metrics, we will
continue to monitor performance on sweeps through term loan B
maturity in 2027. We continue to view dividend recapitalizations
and distributions ahead of debt paydown as negative for credit and
reflecting ownership by a financial sponsor."
The lack of an independent director and a non-consolidation opinion
continue to cap our rating to Hamilton's parent. After The Carlyle
Group's acquisition of a 100% interest in the portfolio, the
project lacks the typical project finance structural protections
of:
-- An independent director on the board (or equivalent antifiling
mechanism); or
-- A non-consolidation opinion for a portfolio with single
sponsor.
S&P said, "Thus, we continue to cap the rating on Hamilton at the
creditworthiness of ultimate parent Carlyle. However, the ratings
on Hamilton are not constrained given that its stand-alone credit
profile (SACP) is lower than our rating on the parent (A-/Stable).
"The stable outlook reflects our expectation that Hamilton will
maintain a minimum DSCR of at least 1.44x in all years during the
debt tenor. We expect Liberty and Patriot will maintain high
availability and dispatch at capacity factors of 85%-90%. Under the
current market conditions in PJM, we project realized spark spreads
of about $25 per MW hour (MWh) over the next 12 months."
S&P could lower the rating if:
-- Hamilton cannot maintain DSCR of 1.35x on a sustained basis.
This could stem from weaker realized spark spreads or lower PJM
capacity prices for delivery year 2024/2025 and beyond; unplanned
outages that require a full plant shutdown for an extended period;
or economic factors in which the power plants are regularly kept at
minimum load;
-- The project cannot sweep $45 million in 2023; or
-- Hamilton's debt outstanding at the maturity of the term loan B
in 2027 is substantially higher than our expectation of $660
million.
S&P could consider an upgrade if it believes Hamilton could achieve
a DSCR of 1.8x on a sustained basis, including during the
refinancing period. This could stem from secular developments in
the PJM wholesale market that improve power and capacity prices for
an extended period, steady operational performance, and the
continued access to relatively inexpensive natural gas feedstock.
HOCHHEIM PRAIRIE: S&P Withdraws 'B' Long-Term Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings withdrew its 'B' long-term issuer credit rating
and financial strength rating on Hochheim Prairie Farm Mutual
Insurance Assn. and Hochheim Prairie Casualty Insurance Company at
the company's request. The outlook was negative at the time of the
withdrawal.
INFINITE HOLDCO: S&P Affirms 'B-' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
California-based electronics component supplier Infinite Holdco LLC
(doing business as Infinite Electronics) and its 'B-' and 'CCC'
issue-level ratings on its first-lien and second-lien debt,
respectively.
S&P said, "The stable outlook on Infinite reflects our belief that
despite recessionary headwinds, inelastic demand needs for
electronic components from engineers, contributions from the CCG
and Bulgin acquisitions, and the company's capital-lite business
model should continue supporting its operating performance and
allow the company to maintain leverage below 9x over the next 12
months.
"We view the recent developments at Infinite to be largely credit
neutral to our ratings. Infinite's financial results through nine
months of fiscal 2022 ended September 30, 2022, are largely in-line
with our expectations and we expect this trend to continue into
fiscal 2023 despite the recent acquisitions and higher debt load.
Although we project a notable increase in leverage and interest
expense, Infinite is slated to benefit from sizable amounts of
acquired revenue and EBITDA. We expect the company to generate
positive cash flow over 2023 while maintaining adequate liquidity,
thereby contributing to stable credit metrics over the next 12
months.
"The stable outlook on Infinite reflects our belief that despite
recessionary headwinds, inelastic demand needs for electronic
components from engineers, contributions from the CCG and Bulgin
acquisitions, and the company's capital-lite business model should
continue supporting its operating performance and allow the company
to maintain leverage below 9x over the next 12 months. In our base
case, which considers organic revenue growth in the
mid-single-digit area, stable EBITDA margins in the 25% area, and
annual FOCF of approximately $30 million-$35 million, we expect the
company's leverage to be about 8.1x at the end of 2023 and modestly
lower thereafter."
S&P could consider lowering its rating on Infinite if it no longer
believe the company's profitability and free cash flow generation
could support its capital structure. This could occur if:
-- Operating difficulties, such as inventory obsolescence or
increased competition, erode profitability such that leverage
approaches the 10x area with no clear prospects for improvement;
-- Cash flow generation remains negligible or turns negative, and
we see a limited ability to generate discretionary cash flow to
repay debt;
-- Liquidity issues arise or the company makes significant use of
its revolving credit facility that trigger the springing covenant;
or
-- Continued aggressive financial policies such as debt-funded
acquisitions.
S&P said, "We are unlikely to raise our rating on Infinite over the
next 12 months given our forecast for leverage in the mid-7x area.
Longer term, we could consider raising our rating if we expect
leverage to improve to and remain below 6x. For this to occur,
Infinite would need to significantly increase FOCF while also
demonstrating a financial policy that prioritizes debt repayment
over shareholder returns and acquisitions."
ESG credit indicators: E-2, S-2, G-3
ISTAR INC: S&P Withdraws 'BB' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings has withdrawn its 'BB' issuer credit ratings on
iStar Inc. at the company's request. The outlook was stable at the
time of the withdrawal.
At the time of withdrawal, iStar had merged with Safehold Inc. and
repaid all its unsecured debt and preferred stock.
KALERA INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kalera, Inc.
DBA Kalera (Florida) Inc.
DBA Kalera (Texas) Inc.
Gateway Business Center 23
18000 East 40th Avenue
Aurora, CO 80011
Business Description: Kalera is a vertical farming company.
The Company utilizes proprietary technology
and plant and seed science to sustainably
grow local, delicious, nutrient-rich,
pesticide-free, non-GMO leafy greens year
-round.
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-90290
Debtor's Counsel: Elizabeth A. Green, Esq.
BAKER & HOSTETLER LLP
200 S. Orange Avenue
Suite 2300
Orlando, FL 32801
Tel: 407-540-7920
Fax: 407-841-0168
Email: egreen@bakerlaw.com
Debtor's
Notice &
Claims
Agent: BMC GROUP, INC.
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Mark Shapiro as chief restructuring
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 30 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ODBYPFA/Kalera_Inc__txsbke-23-90290__0001.0.pdf?mcid=tGE4TAMA
KEYWAY APARTMENT: Trustee's Liquidating Plan Confirmed by Judge
---------------------------------------------------------------
Judge Michelle M. Harner has entered findings of fact, conclusions
of law and order confirming the Liquidating Chapter 11 Plan filed
by Patricia B. Jefferson, the Chapter 11 Trustee (the "Trustee")
for the bankruptcy estate of Keyway Apartment Rentals, LLC.
The Plan complies with each applicable provision of the Bankruptcy
Code, including, without limitation, all applicable provisions of
section 1123 of the Bankruptcy Code. The Trustee has complied with
all applicable provisions of the Bankruptcy Code, as required by
section 1129(a)(2) of the Bankruptcy Code.
The Trustee has proposed the Plan in good faith and not by any
means forbidden by law. All payments to be made by the Trustee for
services or for costs in connection with the case have been
approved by the Court or are subject to the approval of the Court
as reasonable.
The Plan provides for the liquidation of the Debtor's estate.
Accordingly the Plan is feasible because confirmation of the Plan
is not likely to be followed by a further liquidation or the need
for further financial reorganization, thus satisfying the
requirements of section 1129(a)(11) of the Bankruptcy Code.
The Stalking Horse Agreement constitutes the highest and best offer
for the Debtor's Property, as that term is defined in the Plan,
after the Trustee conducted a commercially reasonable marketing
process. The purchase price of $5,700,000 by Legacy Investment
Group, LLC (the "Stalking Horse Purchaser") is fair and reasonable
and in the best interest of creditors and the bankruptcy estate.
The Trustee is authorized to sell the Debtor's Property, as that
term is defined in the Plan, to the Stalking Horse Purchaser free
and clear of all liens, claims, and encumbrances other than those
liabilities assumed by the Stalking Horse Purchaser. Upon the
completion of the sale, the Stalking Horse Purchaser is not deemed
to be a successor of the Trustee or to have merged with the Trustee
or to be a mere continuation of the Trustee.
A full-text copy of the Plan Confirmation Order dated March 30,
2023 is available at https://bit.ly/3K8pmYD from PacerMonitor.com
at no charge.
About Keyway Apartment Rentals
Keyway Apartment Rentals, LLC is a Maryland limited liability
company that owns a 63-unit residential apartment complex situated
upon three parcels of real property known as 113 Kinship Road, 122
Kinship Road, and 123 Willow Spring Road in Dundalk, Baltimore
County, Md.
Keyway sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Md. Case No. 22-13389) on June 21, 2022. In the
petition signed by its managing member, George Divel, III, the
Debtor disclosed $6,653,350 in assets and $4,252,151 in
liabilities.
Judge Michelle M. Harner oversees the case.
Joseph M. Selba, Esq., at Tydings and Rosenberg, LLP, is the
Debtor's legal counsel.
Patricia Jefferson, the Chapter 11 trustee appointed in the
Debtor's case, is represented by Miles & Stockbridge P.C.
LINCOLN POWER: Seeks Cash Collateral Access
-------------------------------------------
Lincoln Power, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for authority to use
cash collateral and provide adequate protection.
Immediate access to cash collateral is critical to the Debtors'
ability to accomplish a smooth transition into Chapter 11 and
implement a successful restructuring, allowing them to emerge from
the Chapter 11 Cases in an efficient and timely manner.
As of the Petition Date, the Debtors had approximately $151 million
of secured funded debt obligations outstanding.
Pursuant to the Credit Agreement, dated as of July 5, 2017, by and
among Lincoln Power, L.L.C., as borrower, Cogentrix Lincoln
Holdings II, LLC, ABN AMRO Capital USA LLC, as issuing lender and
revolving lender, the lenders party thereto, the subsidiary
guarantors party thereto, and Investec Bank plc, as administrative
agent, the Prepetition Lenders provided a term loan facility and a
revolving credit facility, to the Debtors pursuant to the terms of
the Prepetition Credit Agreement Documents.
The Prepetition Lenders provided Lincoln with a term loan facility
in the principal amount of $262 million and a revolving credit
facility in the principal amount of $35 million. As of the Petition
Date, not less than $136 million and $15 million in respect of the
loans made under, respectively, the Prepetition Term Loan Facility
and the Prepetition Revolving Facility remain outstanding, in
addition to approximately $7.9 million of letters of credit issued
pursuant to the Prepetition Revolving Facility which remain
outstanding.
The Debtors relate they are exposed to risks arising from
volatility in interest rates. To mitigate the effects of such
volatility, the Debtors have engaged, and continue to engage, in
certain interest rate swaps, as required under the Prepetition
Credit Agreement.
As of the Petition Date, Lincoln and CIT Bank, N.A., Investec Bank
plc, and Truist Bank (f/k/a SunTrust Bank) are party, as
applicable, to:
(i) (a) the 2002 ISDA Master Agreement, dated as of July 19,
2017, between Lincoln and CIT Bank, (b) the Accession Agreement,
dated as of July 19, 2017, between Lincoln, CIT Bank, as an
additional secured party, and the Prepetition Collateral Agent, and
(c) the Confirmation of Interest Rate Swap with Embedded Floor
Transaction, dated as of August 31, 2018, between Lincoln and CIT
Bank;
(ii) (a) the 2002 ISDA Master Agreement, dated as of July 19,
2017, between Lincoln and Investec, (b) the Accession Agreement,
dated as of July 19, 2017, between Lincoln, Investec, and the
Collateral Agent, and (c) the Floored Interest Rate Swap
Transaction, dated as of August 31, 2018, between Lincoln and
Investec; and
(iii) (a) the 2002 ISDA Master Agreement, dated as of July 19,
2017, between Lincoln and Truist, (b) the Accession Agreement,
dated as of July 19, 2017, between Lincoln, Truist, and the
Collateral Agent, (c) the Confirmation of Swap Transaction, dated
as of August 31, 2018, between Lincoln and Truist and (d) the
Confirmation of Swap Transaction, dated as of November 17, 2020,
between Lincoln and Truist.
The Prepetition Interest Rate Swap Agreements are an important
means for reducing the impact of interest-rate volatility on the
Debtors' cash flows. Further, as of the Petition Date, the Debtors
estimate that the Prepetition Interest Rate Swap Agreements are
valued at approximately $3.2 million and, thus, represent a
significant asset of the Debtors' estates.
Lincoln and Macquarie Bank Limited are party to (i) the 2002 ISDA
Master Agreement, dated as of August 24, 2018 and (ii) the
Confirmation for Heat Rate Option, dated as of March 3, 2021. Up to
$27 million of the Prepetition Macquarie Obligations constitute
secured obligations under the Prepetition Macquarie ISDA.
Investec, in its capacity as administrative agent under the
Prepetition Credit Agreement, First Citizens Bank & Trust Company
(as successor by merger to CIT Bank, N.A.), in its capacity as
collateral agent under the Prepetition Credit Documents, and the
Secured Parties pursuant to the Prepetition Credit Documents assert
an interest in the Debtor's cash collateral.
As adequate protection, the Debtors propose to provide to the
Prepetition Secured Parties:
-- solely to the extent of any Diminution in Value of the
Prepetition Secured Parties' interests in the Prepetition
Collateral and subject in all cases to the Carve-Out and any
validly perfected, enforceable, and unavoidable Prepetition
Permitted Liens in existence as of the Petition Date, continuing
valid, binding, enforceable, non-avoidable, and automatically
fully-perfected postpetition security in and liens on: (i) the
Prepetition Collateral and (ii) all other of the Debtors' now-owned
and hereafter-acquired real and personal property, assets and
rights of any kind or nature, wherever located, whether encumbered
or unencumbered; provided that, notwithstanding the foregoing, the
Collateral will exclude all claims and causes of action arising
under any section of chapter 5 of the Bankruptcy Code or any other
similar state or federal law, but, subject to entry of a Final
Order, will include proceeds of and other property that is
recovered or becomes unencumbered as a result of any Avoidance
Actions;
-- allowed superpriority administrative expense claims in the
Chapter 11 Cases ahead of and senior to any and all other
administrative expense claims in the Chapter 11 Cases to the extent
of, and in an aggregate amount equal to, any Diminution in Value,
but subject to the Carve Out;
-- payment of certain fees and expenses of professionals to
the Prepetition Secured Parties, including the Prepetition
Administrative Agent, the Collateral Agent and the Depositary
Agent, and the Issuing Lender, as and to the extent set forth in
the Interim Order;
-- interest on all outstanding Obligations will accrue at the
applicable default contract interest rate set forth in the
Prepetition Credit Agreement and all outstanding Eurodollar loans
and will automatically be converted to ABR Loans on the last day of
the then-current Interest Period ending after the Petition Date,
and thereafter;
-- the Debtors' compliance with the Approved Budget, the
Budget Covenant, and certain reporting obligations, including the
Budget Variance Report; and
-- access to the Debtors' properties, books and records and
the ability to meet with the Debtors and their management and
professionals to discuss the Debtors' affairs, finances, and
conditions, subject to certain terms and conditions.
The "Carve Out" means: (i) Court and U.S. Trustee fees, (ii)
reasonable fees and out-of-pocket expenses up to $25,000 incurred
by a chapter 7 trustee, (iii) Allowed Professional Fees of the
Debtor Professionals and the Committee Professionals incurred prior
to the delivery of a Carve-Out Trigger Notice; (iv) Allowed
Professional Fees up to $1 million, incurred after delivery of a
Carve-Out Trigger Notice; and (v) any Transaction Fee owed to
Guggenheim Securities, LLC, incurred at any time before or after
delivery of a Carve-Out Trigger Notice.
The Interim Order grants the Prepetition Secured Parties a
reasonable adequate protection package including (i) replacement
liens and superpriority claims under 11 U.S.C. section 507(b) to
the extent of any diminution in value of their interest in their
collateral, (ii) payment of certain professional fees and expenses
incurred by the Prepetition Secured Parties, and (iii) various
other protections, including compliance with certain covenants and
the provision of reporting. This adequate protection package is
designed to ensure that the Prepetition Secured Parties will be
compensated for postpetition diminution in value of their interests
in the Prepetition Collateral, if any.
A copy of the motion is available at https://bit.ly/40XYYYn from
PacerMonitor.com.
About Lincoln Power, LLC
Headquartered in Charlotte, N.C., Lincoln Power, L.L.C. is a power
company that owns two gas-fired power-generation facilities -- one
of which is located in Elgin, Illinois, and the other of which is
located in East Dundee, Illinois.
Lincoln Power, LLC and seven affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-10382) on March 31, 2023. In the petition signed by Justin D.
Pugh, chief restructuring officer, the Debtor disclosed up to $500
million in both assets and liabilities.
The Hon. Laurie Selber Silverstein oversees the cases.
Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor as legal counsel.
Lawyers at Latham & Watkins LLP and Young Conaway Stargatt &
Taylor, LLP serve as the Debtors' bankruptcy counsel. The Debtors
tapped Guggenheim Securities, LLC as financial advisor and
investment banker. Omni Agent Solutions serves as the Debtors'
claims and noticing agent.
LTL MANAGEMENT: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: LTL Management LLC
f/k/a Chenango One LLC
501 George Street
New Brunswick NJ 08933
Business Description: LTL is a wholly owned subsidiary of Johnson
& Johnson Baby Products, a diversified
healthcare products company. The Debtor was
formed to manage and defend thousands of
talc-related claims and to oversee the
operations of its subsidiary, Royalty A&M
LLC. Royalty A&M owns a portfolio of
royalty revenue streams, including royalty
revenue streams based on third-party sales
of CLOROX, ECOLAB, ESSITY, LACTAID, MYLANTA
/ MYLICON, ROGAINE, SPARTAN and TENA
products.
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 23-12825
Judge: Hon. Michael B. Kaplan
Debtor's
Bankruptcy
Counsel: Gregory M. Gordon, Esq.
Brad B. Erens, Esq.
Dan B. Prieto, Esq.
Amanda Rush, Esq.
JONES DAY
2727 N. Harwood Street
Dallas, Texas 75201
Tel: (214) 220-3939
Fax: (214) 969-5100
Email: gmgordon@jonesday.com
bberens@jonesday.com
dbprieto@jonesday.com
asrush@jonesday.com
Debtor's
Local
Bankruptcy
Counsel: Paul R. DeFilippo, Esq.
Joseph F. Pacelli, Esq.
WOLLMUTH MAHER & DEUTSCH LLP
500 Fifth Avenue
New York, New York 10110
Tel: (212) 382-3300
Fax: (212) 382-0050
Email: pdefilippo@wmd-law.com
jpacelli@wmd-law.com
- and -
James N. Lawlor, Esq.
WOLLMUTH MAHER & DEUTSCH LLP
90 Washington Valley Road
Bedminster, NJ 07921
Tel: (973) 733-9200
Email: jlawlor@wmd-law.com
Debtor's
Attorney: Kristen R. Fournier, Esq.
KING & SPALDING LLP
1185 Avenue of the Americas
34th Floor
New York, NY 10036-2601
Tel: (212) 556-2100
Fax: (212) 556-2222
Email: kfournier@kslaw.com
- and -
Gary Holtzer, Esq.
Diane Sullivan, Esq.
Ronit Berkovich, Esq.
Theodore Tsekerides, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: Gary.Holtzer@weil.com
Diane.Sullivan@weil.com
Ronit.Berkovich@weil.com
Theodore.Tsekerides@weil.com
- and -
Kathleen A. Frazier, Esq.
SHOOK, HARDY & BACON L.L.P.
JPMorgan Chase Tower
600 Travis Street, Suite 3400
Houston, TX 77002
Tel: (713) 227-8008
Fax: (713) 227-9508
Email: kfrazier@shb.com
- and -
Allison M. Brown, Esq.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
One Manhattan West
New York, NY 10001-8602
Tel: (212) 735-3000
Fax: (212) 735-2000
Email: allison.brown@skadden.com
- and -
Linc Rogers, Esq.
BLAKE, CASSELS & GRAYDON LLP
199 Bay Street Suite 4000
Commerce Court West
Toronto ON M5L 1A9
Tel: (416) 863-2400
Fax: (416) 863-2653
Email: linc.rogers@blakes.com
- and -
Thomas W. Ladd, Esq.
MCCARTER & ENGLISH LLP
Four Gateway Center
100 Mulberry Street
Newark, NJ 07102
Tel: (973) 622-4444
Fax: (973) 624-7070
Email: tladd@mccarter.com
- and -
Robert Loeb, Esq.
ORRICK, HERRINGTON & SUTCLIFFE LLP
Columbia Center
1152 15th Street, N.W.
Washington D.C. 20005-1706
Tel: (202) 339-8400
Fax: (202) 339-8500
Email: rloeb@orrick.com
Debtor's
Financial
Consultant: BATES WHITE, LLC
Debtor's
Financial
Advisor: John R. Castellano
ALIXPARTNERS, LLP
909 Third Avenue
New York, NY 10022
https://www.alixpartners.com
Tel: (212) 490-2500
Fax: (212) 490-1344
Debtor's
Notice &
Claims
Agent: EPIQ BANKRUPTCY SOLUTIONS LLC
Estimated Assets: $1 billion to $10 billion
Estimated Liabilities: $1 billion to $10 billion
The petition was signed by John K. Kim as chief legal officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4JQFNDY/LTL_Management_LLC__njbke-23-12825__0001.0.pdf?mcid=tGE4TAMA
List of 18 Law Firms with Significant Talc Claims Against the
Debtor:
Entity Nature of Claim Claim Amount
1. Arnold & Itkin LLP Talc Personal Unliquidated
1401 McKinney St., Ste. 2250 Injury
Houston, TX 77010
Kurt Arnold, Caj Boatright,
Roland Christensen, Jason Itkin
Tel: (713) 222-3800
E-mail:
cboatright@arnolditkin.com
christensen@arnolditkin.com
jitkin@arnolditkin.com
2. Aylstock, Witkin, Kreis & Talc Personal Unliquidated
Overholtz, PLLC Injury
17 East Main St., Ste. 200
PO Box 12630
Pensacola, FL 32502
Mary Putnick, Daniel Thornburgh
Tel: (850) 916-7450
E-mail: marybeth@putnicklegal.com
Dthornburgh@awkolaw.com
3. Beasley Allen Law Firm Talc Personal Unliquidated
218 Commerce Street Injury
Montgomery, AL 36104
Charlie Stern
Tel: (334) 269-2343
E-mail: charlie.stern@beasleyallen.com
4. Childers, Schlueter & Talc Personal Unliquidated
Smith LLC Injury
1932 N Druid Hills Rd., Ste. 100
Atlanta, GA 30319
Richard Schlueter
Tel: (404) 419-9500
E-mail: rschlueter@cssfirm.com
5. Ferrer, Poirot & Wansbrough Talc Personal Unliquidated
2603 Oak Lawn Ave. #300 Injury
Dallas, TX 75219
Jesse Ferrer
Christina Feller
Tel: (214) 521-4412
E-mail: jferrer@lawyerworks.com
cfeller@lawyerworks.com
6. Johnson Law Group Talc Personal Unliquidated
2925 Richmond Ave., Ste. 1700 Injury
Houston, TX 77098
Blake Tanase, Basil Adham
Tel: (713) 626-9336
E-mail: BAdham@johnsonlawgroup.com
7. McDonald Worley Talc Personal Unliquidated
1770 St. James Place, Ste. 100 Injury
Houston, TX 77056
Don Worley
Tel: (713) 523-5500
E-mail: don@mcdonaldworley.com
8. Miller Firm, LLC Talc Personal Unliquidated
108 Railroad Ave. Injury
Orange, VA 22960
Curtis G. Hoke
Tel: (540) 672-4224
E-mail: choke@millermiller.com
9. Nachawati Law Group Talc Personal Unliquidated
5489 Blair Road Injury
Dallas, TX 75231
Majed Nachawati
Tel: (214) 890-0711
E-mail: mn@ntrial.com
10. Napoli Shkolnik PLLC Talc Personal Unliquidated
919 North Market St., Ste. 1801 Injury
Wilmington, DE 19801
James Heisman, Christopher LoPalo
Tel: (844) 230-7676
E-mail: clopalo@napolibern.com
JHeisman@napliLaw.com
11. OnderLaw, LLC Talc Personal Unliquidated
110 East Lockwood, 2nd Floor Injury
St. Louis, MO 63119
James Onder
Tel: (314) 963-9000
E-mail: onder@onderlaw.com
12. Pulaski Kherkher PLLC Talc Personal Unliquidated
2925 Richmond Avenue Injury
Suite 1725
Houston, Texas 77098
Adam Pulaski
Tel: (713) 664-4555
E-mail: adam@pulaskilawfirm.com
13. Robinson Calcagnie Talc Personal Unliquidated
19 Corporate Plaza Dr. Injury
Newport Beach, CA 92660
Mark P. Robinson Jr.
Tel: (949) 720-1288
E-mail: mrobinson@robinsonfirm.com
14. Rueb Stoller Daniel, LLP Talc Personal Unliquidated
1990 N. California Blvd. Injury
8th Floor
Walnut Creek, CA 94596
Gregory D. Rueb
Tel: (866) 225-5773
E-mail: greg@lawrsd.com
15. Sanders, Phillips, Talc Personal Unliquidated
Grossman, LLC Injury
100 Garden City Plaza
Garden City, NY 11530
Marc Grossman
Tel: (516) 741-5600
E-mail: mgrossman@thesandersfirm.com
16. Trammell PC Talc Personal Unliquidated
3262 Westheimer Rd., Ste. 423 Injury
Houston, TX 77098
Fletcher V. Trammell
Tel: (800) 405-1740
E-mail: fletch@trammellpc.com
17. Wagstaff Law Firm Talc Personal Unliquidated
940 N. Lincoln Street Injury
Denver, CO 80203
Aimee Wagstaff
Tel: (303) 376-6360
E-mail: awagstaff@wagstafflawfirm.
com
18. Watts Guerra LLP Talc Personal Unliquidated
4 Dominion Dr. Injury
Bld 3, Suite 100
San Antonio, TX 78257
Mikal Watts
Tel: (210) 447-0500
E-mail: mcwatts@wattsguerra.com
LTL MANAGEMENT: J&J Unit Re-Files for Chapter 11 Protection
-----------------------------------------------------------
Johnson & Johnson (NYSE:JNJ) on April 4, 2023, announced that its
subsidiary LTL Management LLC (LTL) has re-filed for voluntary
Chapter 11 bankruptcy protection to obtain approval of a
reorganization plan that will equitably and efficiently resolve all
claims arising from cosmetic talc litigation against the Company
and its affiliates in North America. To that end, the Company has
agreed to contribute up to a present value of $8.9 billion, payable
over 25 years, to resolve all the current and future talc claims,
which is an increase of $6.9 billion over the $2 billion previously
committed in connection with LTL's initial bankruptcy filing in
October 2021. LTL also has secured commitments from over 60,000
current claimants to support a global resolution on these terms.
Importantly, neither LTL's original filing nor this re-filing is an
admission of wrongdoing, nor an indication that the Company has
changed its longstanding position that its talcum powder products
are safe. Johnson & Johnson and its other affiliates did not file
for bankruptcy protection and will continue to operate their
businesses as usual.
"The Company continues to believe that these claims are specious
and lack scientific merit," said Erik Haas, Worldwide Vice
President of Litigation, Johnson & Johnson. "However, as the
Bankruptcy Court recognized, resolving these cases in the tort
system would take decades and impose significant costs on LTL and
the system, with most claimants never receiving any compensation.
Resolving this matter through the proposed reorganization plan is
both more equitable and more efficient, allows claimants to be
compensated in a timely manner, and enables the Company to remain
focused on our commitment to profoundly and positively impact
health for humanity."
John Kim, Chief Legal Officer of LTL, said, "Notwithstanding the
lack of scientific validity to these claims, plaintiff trial
lawyers continue to relentlessly advertise for talc claims,
supported by millions of dollars of litigation financing, all in
the hopes of a massive return on investment. LTLโs goal has
always been to resolve these claims quickly, efficiently and fairly
for the claimants, both pending and future, and not incentivize
abuse of the legal system. We filed the original action in good
faith, and, heeding the Third Circuitโs guidance, have filed this
new case to effectuate that intent."
The Company has won the vast majority of cosmetic talc-related jury
trials that have been litigated to date and reiterates that none of
the talc-related claims against the Company have merit. The claims
are premised on the allegation that cosmetic talc causes ovarian
cancer and mesothelioma, a position that has been rejected by
independent experts, as well as governmental and regulatory bodies,
for decades. More than 40 years of studies by medical experts
around the world continue to support the safety of cosmetic talc.
Nonetheless, resolving this matter as quickly and efficiently as
possible is in the best interests of the Company and all
stakeholders.
Last year, the United States Bankruptcy Court for the District of
New Jersey ruled that LTL commenced its initial bankruptcy case in
good faith, expressing the "strong conviction that the bankruptcy
court is the optimal venue for redressing the harms of both present
and future talc claimants in this caseโensuring a meaningful,
timely, and equitable recovery." On appellate review, the United
States Court of Appeals for the Third Circuit agreed that
bankruptcy is "an appropriate forum for a debtor to address mass
tort liability." However, the Third Circuit also concluded that
the support the Company provided to LTL in advance of the filing
required the dismissal of the original bankruptcy case. The refiled
case addresses the Third Circuitโs concerns and relies on
well-established legal precedent to obtain the equitable resolution
available only in bankruptcy.
LTL's Chapter 11 case was filed in the U.S. Bankruptcy Court for
the District of New Jersey. Additional information is available on
www.FactsAboutTalc.com and www.LTLManagementInformation.com. Court
filings and information about LTL's Chapter 11 case are available
on a separate website administered by its claims agent, Epiq, at
https://dm.epiq11.com/LTL; by calling Epiq representatives at (855)
675-3078 from the U.S. or (503) 520-4497 from international
locations; or by emailing Epiq at LTLinfo@epiqglobal.com.
About Johnson & Johnson
At Johnson & Johnson, we believe good health is the foundation of
vibrant lives, thriving communities and forward progress. Thatโs
why for more than 135 years, we have aimed to keep people well at
every age and every stage of life. Today, as the worldโs largest,
most diversified healthcare products company, we are committed to
using our reach and size for good. We strive to improve access and
affordability, create healthier communities, and put a healthy
mind, body and environment within reach of everyone, everywhere. We
are blending our heart, science and ingenuity to profoundly impact
health for humanity. Learn more at www.jnj.com. Follow us at
@JNJNews.
LTL MANAGEMENT: Loses Bid to Pause Bankruptcy Dismissal Mandate
---------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that a federal appeals court
issued a mandate to dismiss the Chapter 11 case for Johnson &
Johnson's talc liability unit, LTL Management, rejecting the
healthcare giant's efforts to preserve the bankruptcy while it
appeals to the US Supreme Court.
LTL Management LLC, a subsidiary created by J&J to absorb the
company's asbestos liabilities and resolve about 40,000 cancer
patient lawsuits in bankruptcy, is being stripped of its shield
from civil litigation through an order issued Friday, March 31,
2023, by the US Court of Appeals for the Third Circuit.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and 0(ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
M RENTAL BROOKLYN: Amends Stormfield Secured Claim Pay Details
--------------------------------------------------------------
M Rental Brooklyn LLC submitted a First Amended Disclosure
Statement describing Amended Plan of Reorganization dated March 30,
2023.
The Debtor's managing member and 99% owner is M1 Development LLC.
Realya owns the remaining 1% membership interest in the Debtor.
As emphasized throughout the Plan, the Debtor's primary goal is to
file, with the consent of Realya Crown Heights LLC, the instant
Plan and Disclosure Statement to permit the 100% transfer of the
Debtor's membership interest from M1 to Realya, including the
Debtor's fee ownership of the multi-family residential real
property located at, and commonly known as 517 Brooklyn Avenue,
Brooklyn, New York, 11225 (the "Property") and provide the
necessary plans and permits for the Property, that are in its
custody or control, to Realya.
The Plan shall be funded through a combination of Realya's
contributions including: (i) a new money senior secured credit
facility in the aggregate amount of up to $3.7 million (the "Exit
Facility"); (ii) an investment of $3.5 million to fund the
completion of the Property; (iii) up to $75,000 for allowed
Administrative Expenses; and (iv) not less than $25,000 commitment
to general unsecured creditors, with those creditors having the
option of an additional distribution of their pro rata share of
$100,000 if gross sales of the sale of all units exceed
$8,500,000.
Class 1 shall consist of the Allowed Stormfield Secured Claim.
Pursuant to the terms of the RSA, the Debtor intends to remove the
state court foreclosure action between the Debtor and Stormfield to
litigate the validity of Stormfields claims against the Debtor.
Prior to, and pursuant to the RSA, Realya will secure commitments
to fund a new money senior secured credit facility in the aggregate
amount of up to $3.7 million (the Exit Facility). The Debtor
asserts that the value of the Property, for the purposes of
satisfying section 1124 of the Bankruptcy Code, is $3,700,000.00.
The Debtor reserves its rights to amend the Plan in the event the
market conditions change between now and confirmation, such that
the value of the Property declines. Upon the Plan Effective Date,
or such later date as the Court enters a Final Order allowing its
claim, the holder of the Allowed Stormfield Secured Claim shall
receive payment in full in cash rendering the Allowed Stormfield
Secured Claim unimpaired within the meaning of section 1124 of the
Bankruptcy Code. As such, the Class 1 Claimant is unimpaired and is
not eligible to vote on the Plan and is deemed to have accepted the
Plan.
Like in the prior iteration of the Plan, if holders of the Allowed
General Unsecured Claims against the Debtor vote as a class to
accept the Plan, each holder of an Allowed General Unsecured Claim
shall receive cash in an amount equal to its pro rata distribution
of $25,000, of such Allowed General Unsecured Claims plus if Class
5 accepts the plan, their pro rata share of $100,000 if gross sales
of the sale of all units exceed $8,500,000.
The funding of the Plan through a combination of Realya's
contributions including: (i) the Exit Facility funding of up to
$3.5 million; (ii) an investment of $3.5 million to fund the
completion of the Property for sale; (iii) up to $75,000 for
allowed Administrative Expenses; and (iv) not less than $25,000
commitment to general unsecured creditors. As a result, the Debtor
submits that the Plan is feasible.
A full-text copy of the First Amended Disclosure Statement dated
March 30, 2023 is available at https://bit.ly/3Mj3D2O from
PacerMonitor.com at no charge.
Proposed Counsel to M Rental Brooklyn LLC:
Avrum J. Rosen, Esq.
Nico G. Pizzo, Esq.
LAW OFFICES OF AVRUM J. ROSEN, PLLC
38 New Street
Huntington, NY 11743
Tel: (631) 423-8527
E-mail: arosen@ajrlawny.com
npizzo@ajrlawny.com
About M Rental Brooklyn
M Rental Brooklyn LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)).
M Rental Brooklyn LLC filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42858) on Nov.
15, 2022. In the petition filed by Rafi Manor, as Managing Member
of M1 Development LLC, the Debtor reported assets and liabilities
between $1 million and $10 million each.
The Debtor is represented by:
Avrum J Rosen
Law Offices of Avrum J. Rosen, PLLC
744 Lefferts Street
Apt. 4R
Brooklyn, NY 11203
M.A.R. DESIGNS: Disposable Income & Property Sale to Fund Plan
--------------------------------------------------------------
M.A.R. Designs & Construction, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Texas a Subchapter V Plan of
Reorganization dated April 3, 2023.
Debtor is a Texas corporation with its corporate offices in Alton,
Texas. MAR began its business of land development and home
construction on or around June 2007. Mario A. Rodriguez is the
founder and the Managing Member of M.A.R. Designs & Construction,
Inc.
The primary asset of the Debtor is real estate located in Hidalgo
County, Texas. The Debtor owns 21 developed lots in the M.A.R.
Subdivision of Hidalgo County, Texas at 3421 N. Shary Rd. Mission,
Texas, an apartment 4 plex in Pharr, Texas, and a 1.8 undivided
tract on Shary Road at 3421 N. Shary Rd. Mission, Texas.
Sometime after the Debtor executed a $1,285,000 note in favor of
Comack, the Debtor and Comack began a period of disharmony which
resulted in Comack refusing to provide partial releases on lots
serving as collateral for the $1,285,000 note thereby preventing
Debtor from selling either unimproved or improved lots and denying
Debtor the ability of generating working capital and servicing
debts owed to Comack or other creditors.
Additionally, Comack filed lis pendens on Debtor's properties,
thereby placing clouds on titles of the Debtor's properties and
making them unmarketable. Being unable to sell lots to fund debt
servicing and seeing his investment money tied up by the filed lis
pendens and by Comack's refusal to grant partial releases of their
liens, the Debtor filed for bankruptcy under Chapter 11 of the
United States Bankruptcy Code to stop foreclosure proceedings and
obtain an ability to reorganize.
The Debtor's performance under this Plan is dependent upon the
generation of Disposable Income to pay Allowed Claims. The Debtor
commits to sell real asset assets sufficient to pay Allowed Claims
in full and commits his Disposable income to pay Allowed Claims in
full within 3 years and five years if necessary as determined by
the Court. The final Plan payment is expected to be paid on the
third-year anniversary of the Effective Date at the very latest.
The Debtor after deliberate consideration of the unsecured
creditors' claims and their alleged facts, if any, does not believe
that every unsecured creditor claim will eventually be allowed.
Under the Debtor's plan, the unsecured creditor fund as per the
5-year projection is expected to amount to $2,510,606 or 54%
payout, if every unsecured creditor claim is allowed.
Class 3 consists of all non-priority unsecured claims. All
non-priority unsecured claims under Section 502 of the Code that
are Allowed Claims shall accrue interest at the rate of 4% per
annum from the Effective Date and shall be paid in full on the
third anniversary of the Effective Date. In addition, once Allowed
Claims under Classes 1 and 2 are paid in full, Allowed Claims under
Class 3 shall be paid their pro-rata share of the Debtor's
Disposable Income on a quarterly basis until they are paid in full.
The Debtor does not believe there will be any Allowed Claims under
Class 3. However, to the extent the Debtor is wrong and there are
Class 3 Allowed Claims, Class 3 is impaired.
Class 4 consists of the non-priority unsecured claim under of Maria
and Daniel Cuevas. The Debtor and Maria and Daniel Cuevas have
reached a settlement with respect to Maria and Daniel Cuevas's
non-priority unsecured claim. Maria and Daniel Cuevas's Allowed
Claim shall be paid as follows: (i) Maria and Daniel Cuevas shall
each receive 3 developed lots 1 year after the Effective Date from
a third-party.
Class 5 consists of Potential creditors listed in Debtor's
schedules as disputed but who did not file a proof of claims on or
before the bar date of May 8, 2023. All potential claims against
the Debtor that were not filed in either bankruptcy estate on or
before the bar date of May 8, 2023 that have not been separately
classified. This includes but is not limited to Carlos Lozano
Gonzalez, Individually, COPESA LLC, Adrian Gonzalez, and Kelvin
Construction LLC, Parties within Class 5 shall not receive any
recovery under the Plan. Class 5 is impaired.
Class 6 consists of the Equity Interests of Mario Rodriguez in
M.A.R. Designs & Construction, Inc., who is 100% interest owner.
The equity holder in M.A.R. Designs & Construction, Inc. shall
retain his 100% ownership interest in M.A.R. Designs &
Construction, Inc.
The payments contemplated in this Plan shall be funded from the
post-petition operations of the Debtor through the Effective Date
and from the sale of several of the Investment Properties and from
Disposable Income from the Debtor's Operations.
A full-text copy of the Subchapter V Plan dated April 3, 2023 is
available at https://bit.ly/40DKEEp from PacerMonitor.com at no
charge.
Counsel for Debtor:
Antonio Martinez, Jr., Esq.
Law Office of Antonio Martinez, Jr., PC
515 W. Nolana Ave., Ste. B
McAllen, TX 78504
Telephone: (956) 683-1090
Email: martinez.tony.jr@gmail.com
About M.A.R. Designs & Construction
M.A.R. Designs & Construction, Inc., began its business of land
development and home construction on or around June 2007. The
Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70001) on Jan. 1,
2023, with as much as $1 million in both assets and liabilities.
Judge Eduardo V. Rodriguez oversees the case.
The Law Office of Antonio Martinez, Jr., P.C., and Carr Riggs &
Ingram, LLC serve as the Debtor's legal counsel and accountant,
respectively.
M7VEN SUPPORTIVE: Case Summary & 12 Unsecured Creditors
-------------------------------------------------------
Debtor: M7ven Supportive Housing & Development Group, Inc.
1690 Roberts Blvd. NW
Suite 110
Kennesaw, GA 30144
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-53192
Debtor's Counsel: Theodore N. Stapleton, Esq.
THEODORE N. STAPLETON, P.C.
2802 Paces Ferry Road
Suite 100-B
Atlanta, GA 30339
Tel: (770) 436-3334
Fax: (404) 935-5344
Email: tstaple@tstaple.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Beverly Creagh as executive director.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12t unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/CIXRUDY/M7ven_Supportive_Housing__Development__ganbke-23-53192__0001.0.pdf?mcid=tGE4TAMA
MAGNOLIA MANOR-IV: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Magnolia Manor-IV, LLC
802 W 17th St Ste 200
Houston, TX 77008-4753
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-31247
Judge: Hon. Marvin Isgur
Debtor's Counsel: Nima Taherian, Esq.
LAW OFFICE OF NIMA TAHERIAN
701 N. Post Oak Rd 216
Houston, TX 77024
Email: nima@ntaherian.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Aman Ahmed Khan as sole managing
member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WDDCVZA/Magnolia_Manor-IV_LLC__txsbke-23-31247__0001.0.pdf?mcid=tGE4TAMA
MAGNOLIA OFFICE: Amends Johnny Blue Secured Claim Pay Details
-------------------------------------------------------------
Magnolia Office Investments, LLC, submitted a Fifth Amended
Disclosure Statement for Plan of Liquidation.
The Debtor believes that confirmation of the Plan provides the best
opportunity for maximizing recoveries for its creditors. Moreover,
the Debtor believes, and will demonstrate to the Court, that
creditors will receive not less than the amount that they would
receive in a liquidation under Chapter 7 of the Bankruptcy Code.
Class 4 consists of the Allowed Secured Claim of Johnny Blue Craig,
P.A., in the amount of $197,552.37 (see Claim 4), and $67,916.51
(see Claim 5). In full satisfaction of its Allowed Secured Claim,
at closing of the Sale, Johnny Blue Craig. P.A., shall receive a
lump sum payment up to the full amount of its Allowed Secured Claim
of any Sale Proceeds remaining after payment in full of all
administrative claims, priority tax claims, real property taxes
required to be paid at closing, the Allowed Class 1 Claim of PS
Funding, the Allowed Class 2 Claim of HIF, and the Allowed Class 3
Claim of Swift Financial.
The Holder of the Class 4 Claim shall retain its statutory lien(s)
on the Debtor's property to the same extent, priority, and validity
existing as of the Petition Date until paid at the closing of the
Sale. To the extent the Sale Proceeds are insufficient to pay the
Allowed Class 4 Claim in full, Johnny Blue Craig, P.A., shall have
an Allowed Class 8 Claim for any such deficiency, up to the full
amount of its Allowed Claim less any setoffs resulting from the
counter-clams of the Debtor against the Claim 4 claimant. Any
prosecution of setoff will be funded by either Anand Patel or one
of his entities and not the Debtor, but reasonable fees and costs
may be paid from any proceeds that result from the same upon
approval of this court. The Class 4 Claim is impaired.
Like in the prior iteration of the Plan, Holders of Class 8 General
Unsecured Claims shall receive a pro rata share of, and
distribution from, the greater of (i) the remaining Sale Proceeds
after payment in full of the Class 1, 2, 3, 4, 5, 6, and 7 Claims,
respectively, or (ii) the GUC CarveOut.
The Debtor has determined in its business judgment that the Sale of
the Property is in the best interest of all stakeholders. Prior to
the Sale, the Debtor or Liquidating Debtor, as applicable, shall
continue to operate its Property and to perform all of its duties
and obligations under all unexpired leases of the Property.
Debtor's President, Anand Patel, shall continue to oversee day-to
day operations of the Debtor, and its on-site management of the
Property.
The Property shall be sold via a live auction to be conducted by
Fisher Auction Company. In conjunction with the Plan as amended,
the Debtor has filed an Expedited Motion for Entry of An Order (1)
Approving Bidding Procedures for the Sale of the Debtor's Real
Property, (2) Scheduling a Final Sale Hearing, (3) Approving the
Form and Manner of Notices, (4) Approving the Sale of the Debtor's
Property Free and Clear of All Liens, Claims, and Encumbrances and
Interests, (5) Approving Assumption and Assignment Procedures, and
(6) Granting Related Relief (the "Sale Motion").
A full-text copy of the Fifth Amended Disclosure Statement dated
April 3, 2023 is available at https://bit.ly/3me8WG2 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
David Lloyd Merrill, Esq.
THE ASSOCIATES
2401 PGA Boulevard, Suite 280M
Palm Beach Gardens, FL 33410
Tel: (561) 877-1111
About Magnolia Office Investments
Magnolia Office Investments, LLC, is a single asset real estate (as
defined in 11 U.S.C. Sec. 101(51B)). It owns the commercial office
building located at 1211 Governors Square Blvd., Tallahassee, Fla.,
which is valued at $5.5 million.
Magnolia Office Investments sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14044) on May 24,
2022. In the petition signed by Anand Patel, as managing member,
Magnolia Office Investments listed as much as $10 million in both
assets and liabilities.
The case is assigned to Judge Erik P. Kimball.
David L. Merrill, Esq., at The Associates, is the Debtor's legal
counsel.
MATADOR RESOURCES: S&P Rates New Senior Unsecured Notes 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level and '3' recovery
ratings to U.S.-based crude oil and natural gas exploration and
production company Matador Resources Co.'s proposed private
placement of $400 million of senior unsecured notes due 2028. The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%; rounded estimate: 65%) recovery of principal to creditors
in the event of a payment default. The notes will rank equally with
the company's $699 million of outstanding 5.875% senior unsecured
notes due in 2026.
Proceeds from the offering will be used for general corporate
purposes, which may include repaying borrowings incurred with the
closing of Matador's previously announced $1.6 billion acquisition
of Advance Energy Partners Holdings LLC, an EnCap Investments LLC
portfolio company with assets in the Delaware Basin. Matador will
use a combination of cash from its balance sheet and draw on its
reserve-based lending (RBL) facility to fund the acquisition.
Matador announced it had increased its RBL facility's elected
commitment amount to $1.25 billion from $775 million. The borrowing
base is unchanged at $2.25 billion. The company had $505 million in
cash on the balance sheet and its RBL was undrawn as of Dec. 31,
2022.
S&P expects the transaction to close in the second quarter 2023.
S&P's 'BB-' issuer credit rating and stable outlook on Matador are
unchanged.
Issue Ratings - Recovery Analysis
Key analytical factors:
-- S&P's simulated default scenario for Matador assumes sustained
low commodity prices consistent with the conditions of past
defaults in this sector.
-- S&P bases its valuation of the company's reserves on a
company-provided PV-10 report as of Dec. 31, 2022, using its
recovery price deck assumptions of $50 per barrel for West Texas
Intermediate crude oil and $2.50 per million Btu for Henry Hub
natural gas.
-- S&P's analysis assumes the lender commitments on the company's
senior secured RBL facility are maintained and that the facility is
fully drawn up to the current $1.25 billion elected commitment
amount before default.
Simulated default assumptions:
-- Simulated year of default: 2027
Simplified waterfall:
-- Net enterprise value (after 5% bankruptcy administrative
costs): $3.329 billion
-- Senior secured debt claims: $1.196 billion
-โRecovery expectations: Not applicable
-- Total value available to unsecured claims: $2.133 billion
-- Senior unsecured debt claims: $1.134 billion
--Recovery expectations: 50%-70% (rounded estimate: 65%,
capped)
All debt amounts include six months of prepetition interest.
MCO GENERAL: Wins Access to PS Funding's Cash Collateral
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized MCO General Maintenance, LLC to
continue to use the cash collateral of PS Funding, Inc. on an
interim basis, through April 27, 2023.
The Debtor requires the use of cash collateral to continue
operating the property located at 9702 South Winston in Chicago,
Illinois, and its general maintenance pursuant to 11 U.S.C.
sections 1107 and 1108.
The Court rules that PS Funding is adequately protected for the
Debtor's cash collateral use under section 361, 362 and 363(e) by
an equity cushion and the Debtor making monthly payments to PS
Funding in the amount of $1,473.
In addition to all existing security interests and liens granted to
and held by PS Funding in and to the Prepetition Collateral, as
adequate protection for the Debtor's use of the cash collateral on
terms and conditions of the Interim Order, but only to secure an
amount equal to the Collateral Diminution, the Debtor grants to PS
Funding, pursuant to sections 361(2) and 363(e), automatically and
retroactively effective as of the Petition Date, valid, binding,
and properly perfected post petition security interests and
replacement liens on the Prepetition Collateral.
The Adequate Protection Liens are deemed duly perfected and
recorded under all applicable federal or state or other laws as of
the date thereof, and no notice or other act will be required to
effect such perfection.
Subject to the remaining provisions of the Interim Order, PS
Funding's liens on and security interests in the Prepetition
Collateral -- including the Adequate Protection Liens -- will be
subordinate and subject only to (a) any unpaid fees payable
pursuant to 28 U.S.C. section 1930 and any unpaid fees payable to
the Clerk of the Court or the U.S. Trustee; and (b) professional
fees and disbursements accrued but unpaid as of the date of
termination of the Debtor's use of cash collateral.
A status hearing on the matter is set for April 26 at 10 a.m.
A copy of the order is available at https://bit.ly/3nEO7Ea from
PacerMonitor.com.
MCO General Maintenance
MCO General Maintenance, LLC is engaged in the business of
providing general maintenance services for the owners of
residential properties. The Debtor sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
22-09454) on Aug. 19, 2022, with up to $500,000 in assets and up to
$100,000 in liabilities.
Judge Timothy A Barnes presides over the case.
Karen J. Porter, Esq., at Porter Law Network represents the Debtor
as counsel.
NAVIENT CORP: To Face Nationwide Bankruptcy Student Borrower Class
------------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that a California bankruptcy
judge certified three classes of student loan borrowers, including
one nationwide class, to pursue claims against loan servicer
Navient Corp. for trying to compel payment on private student loans
that were allegedly discharged in bankruptcy.
A nationwide class of thousands can pursue injunctive relief
against two Navient units for purportedly violating their right to
a fresh start through bankruptcy, Judge Dennis Montali of the US
Bankruptcy Court for the Northern District of California ruled
Thursday.
Montali rejected Navient's arguments that bankruptcy discharge
violations must be pursued in individual courts or arbitrated.
About Navient Solutions
Navient Solutions is the servicing unit of student loan giant
Navient Corp. (Nasdaq:NAVI). Navient Solutions is a wholly-owned
subsidiary of Navient Corp. and acts as the principal management
company for most of Navient's business activities. Navient
Solutions' servicing division manages and operates the loan
servicing functions for Navient and its affiliates.
According to PacerMonitor.com, Sarah Bannister, Brandon Hood, and
LaBarron Tate have filed an involuntary Chapter 11 petition against
Navient Solutions, LLC (Bankr. S.D.N.Y. Case No. 21-10249) on Feb.
8, 2021, saying they were owed a combined $45,684 in "overpayments"
that they say the servicer illegally collected.
The Petitioners reportedly had their private student debts
discharged in bankruptcy but have been hounded and lied to for more
than a decade to repay discharged debts.
The Petitioners' counsel:
Austin C. Smith, Esq.
Smith Law Group LLP
95 Cove Hollow Rd
East Hampton, NY 11937
E-mail: acsmithlawgroup.com
aconnellsmith@gmail.com
NEW SECURITY: Gets OK to Hire Angel Mattei as Accountant
--------------------------------------------------------
New Security Investigation and Correctional Consultant, Inc.
received approval from the U.S. Bankruptcy Court for the District
of Puerto Rico to employ Angel Mattei, a practicing accountant in
San Juan, P.R.
The Debtor requires accounting services, which include the analysis
of bank accounts and accounting systems, financial consulting
services, and the filing of monthly operating reports.
The accountant will be paid $800 per month, plus reimbursement of
out-of-pocket expenses.
As disclosed in court filings, Angel Mattei is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Angel L. Mattei holds office at:
Angel L. Mattei
Urb. Iglesias, 1450 Ave.
San Juan, PR 00921
Tel: (787) 789-6726
About New Security Investigation
and Correctional Consultant
New Security Investigation and Correctional Consultant, Inc. filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 23-00217) on Jan. 30, 2023,
with as much as $1 million in both assets and liabilities.
Judge Maria De Los Angeles Gonzalez oversees the case.
The Debtor tapped Landrau Rivera & Assoc. as legal counsel and
Angel Mattei as accountant.
NOVO HEALTH: Involuntary Chapter 11 Case Summary
------------------------------------------------
Alleged Debtor: NOVO Health Technology Group, LLC
691 South Green Bay Road #168
Neenah WI 54956
Involuntary Chapter
11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
Eastern District of Wisconsin
Case No.: 23-21460
Judge: Hon. Beth E. Hanan
Petitioners' Counsel: James P. O'Neil, Esq.
O'NEIL LAW OFFICES
403 S. Jefferson Street
Green Bay WI 54301
Tel: 920-432-6060
Email: jamesponeil@aol.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VGY4LSY/NOVO_Health_Technology_Group_LLC__wiebke-23-21460__0001.0.pdf?mcid=tGE4TAMA
Alleged creditors who signed the petition:
Petitioner Nature of Claim Claim Amount
---------- --------------- ------------
1. Focus Solutions, LLC Data Conversion $227,504
171 Fox Shores Drive
De Pere, WI 54115
2. NEW Tech Holdings, LLC Data Integration $41,140
171 Fox Shores Drive Services
De Pere WI 54115
3. Focus Systems, LLC IT Help Desk $91,889
W5753 Firelane 12 Support
Menasha WI 54952
NSA INTERNATIONAL: S&P Cuts ICR to 'CCC-' on Waiver Agreement
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
multi-level marketing direct sales company NSA International LLC
(Juice Plus) to 'CCC-' from 'CCC' because a default, distressed
exchange, or redemption appears inevitable in the next six months
absent unanticipated significantly favorable changes in its
circumstances.
S&P said, "Concurrently, we lowered our issue-level rating on its
first-lien senior secured credit facilities to 'CCC' from 'CCC+'.
The '2' recovery rating is unchanged, indicating our expectation
for substantial (70%-90%; rounded estimate: 75%) recovery in the
event of a payment default.
"The negative outlook reflects the potential that we will lower our
rating on Juice Plus over the next six months if it restructures
its debt to address its maturities and unsustainable capital
structure."
The likelihood of a debt restructuring has increased.
The company disclosed that it entered into a waiver agreement with
its lender group on March 22, 2023, to suspend its financial
covenant compliance requirements until April 20, 2023, because it
failed to comply with its total net leverage covenant as of Jan.
31, 2023. S&P said, "Additionally, we understand that the company
is in discussions with its lender group to extend its bank debt
maturities. Unless remedied, we expect Juice Plus will be in
violation of the covenant when the waiver period expires on April
20, 2023. Therefore, if it is unable to extend the waiver or
renegotiate its debt on market-based terms, we view a default as
likely. Additionally, its capital structure remains unsustainable
and it must address its revolver maturing in November 2023. This
heightened refinancing risk is compounded by the difficult current
conditions in the capital markets."
S&P revised its assessment of Juice Plus' liquidity to weak to
reflect its constrained liquidity position.
The company preemptively drew $40 million from its $50 million
revolver in the second quarter of fiscal year 2023 ($47.5 million
outstanding). S&P said, "Juice Plus' liquidity sources over the
next 12 months are primarily limited to its $69 million of cash on
hand as of Jan. 31, 2023, as well as our updated forecast for
minimal free operating cash flow (FOCF), which reflects its
persistent tough operating conditions and higher interest expense
(despite hedging). Additionally, we note that if Juice Plus is
unable to obtain a covenant waiver, its borrowings under the
revolver and term loan will become due as of the expiration of the
waiver period."
Juice Plus' near-term path to recovery is constrained by difficult
operating conditions.
S&P said, "The company reported a 22% decline in its third-quarter
revenue relative to the same period last year, and we estimate its
revenue and S&P Global Ratings-adjusted EBITDA for fiscal year 2023
will decline by about 20% and 25%, respectively, on weaker product
demand, challenges in motivating and recruiting partners, and high
inflation. Additionally, we now expect Juice Plus' top-line revenue
will continue to be pressured over the next few quarters by
weakening macroeconomic conditions, especially in its key European
markets.
"Nevertheless, we believe some of the recent initiatives management
implemented to increase its sales (including technology
investments, increased events, and new product launches) and reduce
its costs will support a moderate improvement in its earnings.
"The negative outlook reflects the potential that we will lower our
ratings on Juice Plus in the next six months."
S&P could lower its ratings on the company if:
-- It announces a distressed debt exchange or restructuring,
including a potential bankruptcy filing, to address its revolver
due November 2023 and the potential acceleration of its term loan;
and
-- It is unable to meet its principal and/or interest payments.
S&P said, "We could take a positive rating action if we believe a
distressed exchange is unlikely over the next six months, which
most likely would occur due to an unexpected turnaround in its
operations or a cash equity infusion by its owners. We would also
need to expect that Juice Plus could address its debt maturities,
which include the revolver expiring in November 2023 and the
potential acceleration of its term loan due 2025, on market terms
without restructuring before raising our rating."
PLATFORM II LAWNDALE: Wins Cash Collateral Access Thru April 30
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Platform II Lawndale LLC to use cash
collateral on an interim basis in accordance with the budget for
the period from from April 1 through April 30, 2023.
The Debtor requires the use of cash collateral to maintain and
preserve its self-storage facility in Chicago's West Logan Square
neighborhood through the payment of ordinary and necessary expenses
related to the operation of the Debtor's property as well as
specific extraordinary maintenance and repair expenses.
GreenLake Real Estate Fund, LLC purports to hold a first priority
lien and security interest in the Property, and the Debtor's cash
and cash receipts received from the leasing of storage units
through a security interest and assignment of rents granted by the
Debtor under an Open-End Mortgage, Security Agreement, Assignment
of Rents and Leases and Fixture Filing dated May 18, 2018, and
recorded with the Cook County Recorder of Deeds on May 22, 2018.
These assets secure the repayment of a promissory note dated May
18, 2018, in the original principal sum of $6.250 million.
As adequate protection, Greenlake is granted a replacement lien on
the Debtor's rents, accounts and accounts receivables. As further
adequate protection for Greenlake's interests in the Pre-Petition
Collateral, and consistent with 11 U.S.C. section 552, the Debtor
will grant Greenlake, to the extent not heretofore granted, a
replacement lien on the Debtor's rents, accounts, and accounts
receivables derived from the Property, which are of the same type
or nature as the Pre-Petition Collateral, coming into existence or
acquired by the Debtor respecting the Property on or after the
Petition Date.
The Post-Petition Liens granted to Greenlake under the terms of the
Order will be valid and perfected as of the date of the Order,
without the need for the execution or filing of any further
document or instrument otherwise required to be executed or filed
under applicable non-bankruptcy law.
The Debtor's authority to use Cash Collateral will terminate on the
earlier of (a) the date of entry by the Court of an order modifying
or otherwise altering the effectiveness of the Order, (b) an Event
of Default, or (c) the expiration of the Budget Period.
These events constitute an Event of Default:
a. The entry of an order converting the Debtor's Chapter 11
case to a case under Chapter 7 of the Bankruptcy Code, which order
is not stayed within 10 days of the entry of such order;
b. The entry of an order dismissing the Debtor's Chapter 11
case, which is not stayed within 10 days of the entry of such
order; and
c. The Debtor's failure to comply with any provision of the
Order.
A copy of the Court's order is available at https://bit.ly/3nBufls
from PacerMonitor.com.
About Platform II Lawndale LLC
Platform II Lawndale LLC is an Illinois limited liability company
that owns a self-storage facility at 1750 North Lawndale Avenue in
Chicago's West Logan Square neighborhood. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ill. Case No. 22-07668) on July 11, 2022. In the petition
signed by Scott Krone, manager, the Debtor disclosed up to $50
million in both assets and liabilities.
Judge Deborah L. Thorne oversees the case.
Gregory J. Jordan, Esq., at Jordan & Zito LLC is the Debtor's
counsel.
RENEWABLE ENERGY: Seeks Continued Cash Collateral Access
--------------------------------------------------------
Renewable Energy Holdings of Georgia, LLC asks the U.S. Bankruptcy
Court for the Northern District of Georgia, Rome Division, for
authority to use cash collateral in accordance with the budget,
with a 15% variance.
The Debtor requires access to cash collateral to pay operating
expenses.
As previously reported by the Troubled Company Reporter, Comerica
Bank may assert a lien upon and security interest in the Debtor's
assets as more particularly described in the UCC Financing
Statement number 038-2021-038475, filed on December 28, 2021 in the
records of the Coweta County Clerk of Superior Court.
The Debtor is not aware of any other claims of liens or security
interests in cash collateral.
Pursuant to the Stipulations between the Debtor and Lender
authorizing the Debtor's continue using cash collateral, the Lender
has consented to the Debtor's use of cash collateral through April
52023. On March 31, 2023, the Lender informed the Debtor that it
would not agree to continued use of cash collateral after April 5,
2023, without an adequate payment of $175,000 from the Debtor and
its affiliates. Making an adequate protection payment of $175,000
would jeopardize the Debtor's ability to operate.
On February 28, 2023, the Debtor filed its Disclosure Statement for
Plan of Reorganization and Plan of Reorganization. The Disclosure
Statement is set for hearing on April 5 at 9:25 a.m.
The Debtor anticipates entering into an asset purchase agreement
with Matter Management Enterprises, LLC prior to the Disclosure
Statement Hearing to sell its Georgia operations for $5.5 million.
The Debtor intends on amending its Plan to provide for the proceeds
of such sale to be distributed to Lender.
The Debtor also requests that the Court conduct an expedited
evidentiary hearing on the matter on or before April 5, 2023.
* * *
The Court entered an Order and Notice of Evidentiary Hearing on the
Debtor's Cash Collateral Motion. The Court will hold a hearing on
April 10, 2023, at 10:00 a.m. in Courtroom 1402, Atlanta.
A copy of the Debtor's motion and 13-week budget is available at
https://bit.ly/3GbWPjB from PacerMonitor.com.
The Debtor projects $1,917,225 in total cost of operations from the
week of April 2 until the week of June 25, 2023. In April, the
Debtor projects cost of operations, on a weekly basis, as follows:
$165,514 for the week ending April 2, 2023;
$138,131 for the week ending April 9, 2023;
$153,728 for the week ending April 16, 2023;
$125,131 for the week ending April 23, 2023; and
$149,714 for the week ending April 30, 2023.
About Renewable Energy Holdings of Georgia, LLC
Renewable Energy Holdings of Georgia, LLC specializes in hauling,
disposal, and recycling of construction demolition waste with its
principal place of business located at 375 Industrial Park Road,
Cartersville, Georgia 30121 and its headquarters located at 2859
Paces Ferry Road, Suite 1150, Atlanta, GA, 30339.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-41005) on August 26,
2022. In the petition filed by Carson Cash King, authorized
representative, the Debtor disclosed up to $50,000 in assets and up
to $500,000 in liabilities.
Cameron M. McCord, Esq. at Jones & Walden, LLC is the Debtor's
counsel.
Comerica is represented in the case by:
Marc N. Swanson, Esq.
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
150 West Jefferson Avenue, Suite 2500
Detroit, MI 48226
Tel: (313) 496-7591
Fax: (313) 496-8452
E-mail: swansonm@millercanfield.com
- and -
Walter E. Jones, Esq.
BALCH & BINGHAM LLP
30 Ivan Allen Jr. Boulevard, N.W., Suite 700
Atlanta, GA 30308
Tel: (404) 261-6020
Fax: (404) 261-3656
E-mail: wjones@balch.com
S&S SENIOR: Case Summary & Six Unsecured Creditors
--------------------------------------------------
Debtor: S&S Senior Housing of Burnsville LLC
302 W.I. Parkway
Dallas, GA 30132
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-40495
Debtor's Counsel: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Email: info@joneswalden.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth Mark Simons as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6YWBNMI/SS_Senior_Housing_of_Burnsville__ganbke-23-40495__0001.0.pdf?mcid=tGE4TAMA
SILICON VALLEY BANK: FDIC Gets $500M Gain From First Citizens Sale
------------------------------------------------------------------
Steve Dickson of Bloomberg News reports that the Federal Deposit
Insurance Corp. is set to collect the instant windfall that it
engineered as part of First Citizens BancShares Inc.'s
government-backed takeover of Silicon Valley Bank.
The FDIC told First Citizens on Tuesday, March 28, 2023, it was
claiming a $500 million profit linked to the increase in that
companyโs stock, which soared after the acquisition was sealed.
The FDIC was entitled to the payment within five business days, the
Raleigh, North Carolina-based bank said in a regulatory filing
Friday, March 31, 2023.
About Silicon Valley Bank
Silicon Valley Bank was the nation's 16th largest bank and the
biggest to fail since the 2008 financial meltdown.
During the week of March 6, 2023, Silicon Valley Bank, Santa Clara,
CA, experienced a severe "run-on-the-bank." On the morning of
March 10, 2023, the California Department of Financial Protection
and Innovation seized SVB and placed it under the receivership of
the Federal Deposit Insurance Corporation (FDIC).
The FDIC on March 13, 2023, disclosed that it transferred all
deposits -- both insured and uninsured -- and substantially all
assets of the former Silicon Valley Bank of Santa Clara,
California, to a newly created, full-service FDIC-operated "bridge
bank" in an action designed to protect all depositors of Silicon
Valley Bank.
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Hon. Martin
Glenn is the bankruptcy judge. The Debtor had assets of
$19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31,
2022.
Centerview Partners LLC is proposed financial advisor, Sullivan &
Cromwell LLP proposed legal counsel and Alvarez & Marsal proposed
restructuring advisor to SVB Financial Group as
debtor-in-possession. Kroll is the claims agent.
SIO2 MEDICAL: Gets Court Approval to Tap $12M Chapter 11 Funding
----------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Thursday, March 28, 2023, gave medical packaging company SiO2
Medical Products Inc. approval to tap into more than $12.3 million
in Chapter 11 financing after being told the company is nearly out
of cash.
As reported in the TCR, SIO2 Medical Products, Inc. and its
debtor-affiliates are asking the U.S. Bankruptcy Court for the
District of Delaware for authority to obtain postpetition financing
of $120 million in the aggregate in the form of a term loan credit
facility from Oaktree Capital Management, L.P. A copy of the
motion is available at https://bit.ly/3TVdGwZ from
PacerMonitor.com.
About SiO2 Medical Products
SiO2 Medical Products, Inc., is a material life sciences company
that is at the precipice of mass-commercialization of its
breakthrough materials science technology that is poised to
revolutionize the pharmaceutical industry. Major pharmaceutical
players are testing the Company's vials, syringes, tubes, and other
offerings, and the Company anticipates large-scale adoption in the
relative near term.
SiO2 Medical and its debtor-affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10366) on March 29, 2023. In the petition signed by Yves
Steffen, as chief executive officer, the Debtor disclosed up to
$500 million in assets and up to $1 billion in liabilities.
Judge John T. Dorsey oversees the case.
The Debtors tapped Cole Schotz P.C. as local bankruptcy counsel,
Kirkland Ellis LLP and Kirkland & Ellis International LLP as
general bankruptcy counsel, Alvarez & Marshal North America, LLC as
financial and restructuring advisor, Lazard as investment banker,
and Donlin, Recano and Co., Inc. as claims, noticing, solicitation
and administrative agent.
SMILE HOMECARE: Seeks to Hire Law Offices of Alla Kachan as Counsel
-------------------------------------------------------------------
Smile Homecare Agency, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ the Law
Offices of Alla Kachan, PC as legal counsel.
The Debtor requires legal counsel to:
(a) assist in administering the Debtor's Chapter 11 case;
(b) make such motions or take such actions as may be
appropriate or necessary under the Bankruptcy Code;
(c) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions as the
Debtor deems appropriate;
(d) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiate with creditors in formulating a plan of
reorganization;
(f) draft and implement the Debtor's plan of reorganization;
and
(g) render such additional services as the Debtor may require
in this case.
The firm will be paid at these rates:
Attorney $475 per hour
Clerks and Paraprofessionals $250 per hour
In addition, the firm will receive reimbursement for expenses
incurred.
The Debtor paid the firm an initial retainer of $20,000.
Alla Kachan, Esq., a member of the Kachan Law Office, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Smile Homecare Agency
Brooklyn, N.Y.-based Smile Homecare Agency Inc. is a provider of
home care services.
Smile Homecare Agency sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40233) on Jan.
25, 2023, with $539,257 in assets and $7,427,000 in liabilities.
Ellen Verny, president of Smile Homecare Agency, signed the
petition.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, PC as bankruptcy
counsel and Wisdom Professional Services, Inc. as accountant.
SMILE HOMECARE: Taps Wisdom Professional Services as Accountant
---------------------------------------------------------------
Smile Homecare Agency, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Wisdom
Professional Services, Inc. as its accountant.
The Debtor requires an accountant to gather and verify information
necessary to compile and prepare its monthly operating reports.
Wisdom Professional Services will be paid at the rate of $350 per
report. The firm received from the Debtor an advance retainer fee
of $4,200.
Michael Shtarkman, a certified public accountant at Wisdom
Professional Services, 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 Shtarkman, CPA
Wisdom Professional Services, Inc.
626 Sheepshead Bay Road, Suite 640
Brooklyn, NY 11224
Telephone: (718) 554-6672
Facsimile: (718) 954-8994
Email: michael@shtarkmancpa.com
About Smile Homecare Agency
Brooklyn, N.Y.-based Smile Homecare Agency Inc. is a provider of
home care services.
Smile Homecare Agency sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40233) on Jan.
25, 2023, with $539,257 in assets and $7,427,000 in liabilities.
Ellen Verny, president of Smile Homecare Agency, signed the
petition.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, PC as bankruptcy
counsel and Wisdom Professional Services, Inc. as accountant.
SORRENTO THERAPEUTICS: Court OKs $30MM DIP Loan from JMB
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Sorrento Therapeutics, Inc. and its
debtor-affiliates to use cash collateral and obtain postpetition
financing, on a final basis.
The Debtors are permitted to obtain postpetition financing on a
superpriority senior secured in the form of a multiple draw term
loan facility in an aggregate principal amount of up to $75
million, pursuant to which:
-- an aggregate principal amount of $30 million will be
borrowed in a single borrowing on the Closing Date, and
-- following entry of the Final Order, the remaining aggregate
principal amount under the DIP Facility will be available in one or
more borrowings, in accordance with and subject to the terms and
conditions set forth in (x) the Debtor-In-Possession Term Loan
Facility Summary of Terms and Conditions, substantially in the form
attached to the Interim Order, by and among the Debtors, as
borrowers, each of the Guarantors, JMB Capital Partners Lending,
LLC, as the lender, and (y) the Interim Order.
The Debtors have an immediate and critical need to obtain the DIP
Facility and use cash collateral in order to, among other things,
(i) permit the orderly continuation and operation of their
businesses, (ii) maintain business relationships with customers,
vendors and suppliers, (iii) make payroll, (iv) make capital
expenditures, (v) pay the expenses of the Chapter 11 Cases, (vi)
satisfy working capital and operational needs of the Debtors, and
(v) for general corporate purposes, in each case, in accordance
with and subject to the terms and conditions of the Interim Order
and the DIP Loan Documents.
All DIP Obligations will be due and payable in full in cash -- or
such other form of consideration as the DIP Lender and the
Borrowers may mutually agree -- on the earliest of:
i. July 31, 2023;
ii. the effective date of any chapter 11 plan of reorganization
with respect to the Borrowers or any other Debtor;
iii. the consummation of any sale or other disposition of all or
substantially all of the Debtors' assets pursuant to section 363 of
the Bankruptcy Code;
iv. the date of the acceleration of the DIP Loans and the
termination of the DIP Commitments in accordance with the DIP
Documents;
v. dismissal of the Chapter 11 Cases or conversion of the
Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code;
and
vi. 45 days after the date on which a motion to approve the DIP
Facility is filed (or such later date as agreed to by the DIP
Lender), unless the Final Order has been entered by the Bankruptcy
Court on or prior to such date.
The Events of Default include:
i. Payment, non-compliance with covenants set forth in the DIP
Documents, judgements in excess of specified amounts, impairment
of security interest in the DIP Collateral and other customary
defaults and a final non-appealable order vacating the arbitration
award in the Nant Litigation;
ii. The entry of the Final Order will have not occurred within
45 days after the date on which a motion to approve the DIP
Facility is filed; and
iii. The dismissal of any of the Chapter 11 Cases or the
conversion of any of the Chapter 11 Cases to cases under chapter 7
of the Bankruptcy Code.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3K4MjvA from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$2.3 million for the week ending April 2, 2023;
$4.3 million for the week ending April 9, 2023;
$1.8 million for the week ending April 16, 2023;
$6.0 million for the week ending April 23, 2023; and
$4.8 million for the week ending April 30, 2023.
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors ("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones oversees the case.
Jackson Walker LLP and Latham & Watkins LLP are serving as legal
counsel to Sorrento. M3 Partners is serving as restructuring
advisor. Stretto Inc. is the claims agent.
SORRENTO THERAPEUTICS: Taps Jackson Walker as Local Counsel
-----------------------------------------------------------
Sorrento Therapeutics, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Jackson Walker, LLP.
The Debtors require a local and conflicts counsel to:
-- provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
-- provide certain services in connection with the
administration of Chapter 11 cases, including, without limitation,
preparing agendas, hearing notices, and witness and exhibit lists,
and coordinating with chambers;
-- review and comment on proposed drafts of pleadings to be
filed with the court;
-- at the request of the Debtors, appear in court and at any
meeting with the U.S. Trustee and creditors;
-- perform all other services assigned by the Debtors to the
firm as bankruptcy local and conflicts counsel; and
-- provide legal advice and services on any matter on which
Latham & Watkins, LLP may have a conflict or as needed based on
specialization.
The firm will be paid at these rates:
Partners $750 to $1,045 per hour
Associates $475 to $750 per hour
Paraprofessionals $230 to $250 per hour
The Debtors paid the firm a retainer of $250,000.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Matthew Cavenaugh, Esq., a partner at Jackson Walker, 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:
Matthew D. Cavenaugh, Esq.
Jackson Walker, LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. (OTC: SRNEQ --
http://www.sorrentotherapeutics.com/-- is a clinical and
commercial stage biopharmaceutical company developing new therapies
to treat cancer, pain (non-opioid treatments), autoimmune disease
and COVID-19. Sorrento's multimodal, multipronged approach to
fighting cancer is made possible by its extensive immuno-oncology
platforms, including key assets such as next-generation tyrosine
kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM)
library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug
conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)").
Sorrento is also developing potential antiviral therapies and
vaccines against coronaviruses, including STI-1558, COVISHIELD(TM)
and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions,
including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones oversees the cases.
Jackson Walker LLP and Latham & Watkins LLP are serving as legal
counsel to Sorrento. M3 Partners is serving as restructuring
advisor. Stretto Inc. is the claims agent.
On Feb. 28, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the
Debtors'
Chapter 11 cases. The committee is represented by the law firms of
Norton Rose Fulbright US, LLP and Milbank, LLP.
STARRY GROUP: Deadline to File Claims Set for April 27
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set April
27, 2023, at 5:00 p.m. (Prevailing Eastern Time) as the last date
and time for persons and entities to file proofs of claim against
Starry Group Holdings Inc. and its debtor-affiliates.
The Court also set Aug. 21, 2023, at 5:00 p.m. (Prevailing Easter
Time) as the deadline for all governmental units to file their
claims against the Debtors.
A copy of the Bar Date Order and proof of claim form may be
obtained by contacting the Debtor's claims agent, in writing, at
KCC, Starry Group Holdings Inc., Claims Processing Center, c/o
Kurtzman Carson Consultants LLC, 222 N. Pacific Coast Highway,
Suite 300, El Segundo, California 90245 or online at
http://www.kccllc.net/Starry.
For questions concerning the filing or processing of claims,
contact the Debtor's claims agent, KCC, toll-free at (866)
480-0830.
About Starry Group
Boston-based Starry Group Holdings, Inc. (NYSE: STRY) is a
licensed
fixed wireless technology developer and internet service provider.
It is an early-stage growth company.
Starry Group Holdings and 11 affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 23-10219) on Feb. 20, 2023. As of Sept. 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.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham
& Watkins, LLP as legal counsel; PJT Partners, LP as investment
banker; FTI Consulting, Inc. as financial advisor; and Kurtzman
Carson Consultants, LLC as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee is represented by David R. Hurst, Esq.
STARRY GROUP: Gets Court Okay for Ch.11 Plan Vote, $74.5M Loan
--------------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge on
Friday, March 31, 2023, gave internet service provider Starry Group
Holdings Inc. final permission to accept $74.5 million in Chapter
11 financing and go forward with a creditor vote on its bankruptcy
plan after hearing it had resolved objections by unsecured
creditors.
As reported in the TCR, the Debtors filed a Chapter 11 Plan that
provides for parallel paths -- both a restructuring and a sale
transaction.
The Debtors may sell all or substantially all of their assets or
the Reorganized Starry Holdings Equity in a sale Transaction under
the Plan or a 363 Sale Order, in which case the proceeds thereof
shall be distributed in accordance with the applicable provisions
of the Plan, the Debtors will be wound down, and the Restructuring
will not occur. If the Debtors do not sell all or substantially all
of their assets or the Reorganized Starry Holdings Equity under the
Plan or a 363 Sale Order, they will consummate the Restructuring.
In the event of a Restructuring, the Plan will allow the Debtors to
strengthen their balance sheet, and will also ensure that the
Debtors continue to operate as a going concern, preserving the jobs
of the Debtors' employees.
A full-text copy of the Amended Disclosure Statement dated March
28, 2023 is available at https://bit.ly/3m2blnq from KCC LLC, the
claims agent.
About Starry Group
Boston-based Starry Group Holdings, Inc. (NYSE: STRY) is a licensed
fixed wireless technology developer and internet service provider.
It is an early-stage growth company.
Starry Group Holdings and 11 affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 23-10219) on Feb. 20, 2023. As of Sept. 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.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham
& Watkins, LLP as legal counsel; PJT Partners, LP as investment
banker; FTI Consulting, Inc. as financial advisor; and Kurtzman
Carson Consultants, LLC as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee is represented by David R. Hurst, Esq.
STONEBRIDGE VENTURES: Trustee Taps Winterstone as Broker
--------------------------------------------------------
Arturo Cisneros, the Chapter 11 trustee for Stonebridge Ventures,
LLC, seeks approval from the U.S. Bankruptcy Court for the Central
District of California to employ Winterstone Real Estate and
Development.
The trustee requires a real estate broker to market and sell the
bankruptcy estate's interest in the real property located at 4
Makena Lane, Rancho Mirage, Calif.
The firm will be paid a commission of 5.5 percent of the sales
price.
As disclosed in court filings, Winterstone is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Brian Thompson
Winterstone Real Estate and Development
23792 Rockfield Blvd Ste 101
Lake Forest, CA 92630
Tel: (949) 981-9120
Email: briant@winterstonerealestate.com
About Stonebridge Ventures
Stonebridge Ventures, LLC, a company in Newport Beach, Calif.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 22-11556) on Sept. 10, 2022, with up
to $10 million in both assets and liabilities. Joshua R. Pukini,
director and chief financial officer, signed the petition.
Judge Theodor Albert oversees the case.
Summer M. Shaw, Esq., at Shaw & Hanover, PC is the Debtor's legal
counsel.
Arturo M. Cisneros, the court-appointed Chapter 11 trustee, is
represented by Malcolm Cisneros, A Law Corporation.
SVB FINANCIAL: Senators Ask SEC to Scrutinize Execs' Trades
-----------------------------------------------------------
Lauren Dezenski of Bloomberg Law reports that a group of senators
said in a letter to Securities and Exchange Commission Chair Gary
Gensler that the SEC should scrutinize stock transactions made by
Silicon Valley Bank executives before the bank's collapse.
"The sharp decline of the stock prices of several financial
institutions means broader analysis may be necessary," write
Senators Sherrod Brown, Elizabeth Warren, John Fetterman, Kyrsten
Sinema and others.
"Should regulators require additional tools in order to promote
transparency and protect shareholders, we stand ready to work with
you on such measures," lawmakers write.
In early March, SVB, the nation's 16th largest bank, was closed by
the California Department of Financial Protection and Innovation
and the Federal Deposit Insurance Corporation (FDIC) was appointed
as receiver of the bank. Days before the collapse of the 40 year
old bank, the Chief Executive Officer of SVB Financial Group (SVB
Group), the holding company of SVB, sold nearly $3.6 million of SVB
Group stock. On that same day -- February 27 -- the Chief
Financial Officer of SVB Group sold 2,000 shares of company stock
at $287.59 per share, netting over $500,000. Both executives
indicated their sales were pursuant to Rule 10b5-1 trading plans;
however, those are new plans, having been entered into only in late
January 2023.
On March 9, the day before the FDIC assumed receivership of the
bank, SVB stock closed at $106.04. In addition to those recent
sales, in the two years preceding the bank's collapse, SVB Group's
CEO reportedly sold nearly $30 million in company stock, and since
2021, several of the bank's top executives collectively sold tens
of millions of dollars of company stock.
The timing of the executives' stock sales in 2023, including the
establishment of Rule 10b5-1 trading plans only one month prior to
the stock sales that occurred the week before SVB's demise, is
particularly problematic in light of the Securities and Exchange
Commissionโs (SEC) December 2022 adoption of amendments to Rule
10b5-1.
"We believe that given the circumstances of the SVB Group stock
sales the SEC must thoroughly review the circumstances of all the
recent transactions. In fact, the sharp decline in the stock prices
of several financial institutions means broader analysis may be
necessary. While we expect the SEC's amendments to Rule 10b5-1
will increase transparency and reduce gaming of stock sales, the
SEC must evaluate compliance and enforce violations when
appropriate. Trust that our markets operate fairly and efficiently
for investors is the bedrock foundation of our
financial system. Betrayal of that trust must be addressed to the
fullest extent possible. Should regulators require additional tools
in order to promote transparency and protect shareholders, we stand
ready to work with you on such measures," the Senators said.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Hon. Martin
Glenn is the bankruptcy judge.
The Debtor had assets of $19,679,000,000 and liabilities of
$3,675,000,000 as of Dec. 31, 2022.
Centerview Partners LLC is the financial advisor, Sullivan &
Cromwell LLP proposed legal counsel and Alvarez & Marsal proposed
restructuring advisor to SVB Financial Group as
debtor-in-possession. Kroll is the claims agent.
TEHUM CARE: Seeks to Hire Gray Reed & McGraw as Bankruptcy Counsel
------------------------------------------------------------------
Tehum Care Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Gray Reed &
McGraw, LLP to serve as legal counsel.
The firm's services include:
a) advising the Debtor with respect to its powers and duties
in the continued management and operation of its business and
properties;
b) advising and consulting on the conduct of the Debtor's
Chapter 11 case, including all of the legal and administrative
requirements of operating in Chapter 11;
c) attending meetings and negotiating with representatives of
creditors and other parties in interest;
d) taking all necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending any action commenced against the Debtor, and
representing the Debtor in negotiations concerning litigation in
which the Debtor is involved;
e) preparing legal papers;
f) representing the Debtor in connection with obtaining
authority to use cash collateral and securing post-petition
financing;
g) appearing before the bankruptcy court and any appellate
courts to represent the interest of the Debtor's estate;
h. advising the Debtor with respect to its rights and
obligations under DIP financing agreements;
i. taking any necessary action on behalf of the Debtor to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan and all documents related
thereto; and
j. other necessary legal services.
The firm's customary rates generally range from $375 to $955 per
hour for attorneys and $75 to $340 per hour for paraprofessionals.
The attorneys and paralegal primarily responsible for this
engagement and their respective standard hourly rates are as
follows:
Jason S. Brookner Partner $955
Aaron M. Kaufman Partner $760
Micheal W. Bishop Senior Counsel $725
Lydia R. Webb Partner $690
Amber M. Carson Partner $645
London England Associate $525
Veronica Salazar Paralegal $310
The firm received $5,000 as advance retainer.
Jason Brookner, Esq., a partner at Gray Reed, disclosed in a court
filing that his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Gray
Reed provided the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Not applicable.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The firm has provided a good faith estimate of its
expected fees and expenses during the course of this Chapter 11
case, along with a staffing plan. The Debtor incorporated such good
faith estimates into an approved budget to be filed in relation to
a forthcoming DIP financing motion.
The firm can be reached through:
Jason S. Brookner, Esq.
Aaron M. Kaufman, Esq.
Lydia R. Webb, Esq.
Amber M. Carson, Esq.
Gray Reed
1300 Post Oak Boulevard, Suite 2000
Houston, TX 77056
Tel: (713) 986-7127
Fax: (713) 986-5966
Email: jbrookner@grayreed.com
akaufman@grayreed.com
lwebb@grayreed.com
acarson@grayreed.com
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP as special litigation counsel;
and Ankura Consulting Group, LLC as financial advisor. Russell A.
Perry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Stinson, LLP.
TEHUM CARE: Taps Bradley Arant Boult Cummings as Litigation Counsel
-------------------------------------------------------------------
Tehum Care Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Bradley Arant
Boult Cummings, LLP as special litigation counsel.
The firm will investigate potential claims against Ultimate Kronos
Group and represent the Debtor in litigation proceedings.
The firm will be paid at these rates:
Katherine Henry Partner $650 per hour
Russell Morgan Partner $575 per hour
Tom Warburton Partner $575 per hour
Rachel Sodee Associate $350 per hour
During the 90 days immediately preceding the petition date, Bradley
received $69,693.75 in payments from the Debtor on account of
pre-bankruptcy fees and expenses.
Russell Morgan, Esq., a partner at Bradley, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Bradley
provided the following:
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for this
engagement?
Answer: Yes. Bradley has agreed to a discounted rate structure
for this matter. Bradley has agreed to a 15% courtesy discount from
its standard billing rates.
Question: Do any of the firm professionals included in this
engagement vary their rate based on the geographical location of
the Debtor's chapter 11 case?
Answer: No.
Question: If the firm has represented the Debtor in the 12
months prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition.
Answer: The firm represented the Debtor during the 12-month
period before the petition date using the following hourly rates:
(i) partners, $530 to $650 per hour; (ii) associates, $285 to $415
per hour; and (ii) paraprofessionals, $180 to $230 per hour.
Question: Has the Debtor approved the firm's budget and
staffing plan, and if so, for what budget period?
Answer: The firm has provided a good faith estimate of its
expected fees and expenses during the course of this Chapter 11
case, along with a staffing plan. The Debtor incorporated such good
faith estimates into an approved budget to be filed in relation to
a forthcoming DIP financing motion.
The firm can be reached at:
Russell B. Morgan
Bradley Arant Boult Cummings, LLP
Roundabout Plaza
1600 Division Street Ste 700
Nashville, TN 37203
Tel: (615) 252-2311
Fax: (615) 252-6311
Email: rmorgan@bradley.com
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP as special litigation counsel;
and Ankura Consulting Group, LLC as financial advisor. Russell A.
Perry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Stinson, LLP.
TENTRR INC: Unsecureds to Split $115K in Supchapter V Plan
----------------------------------------------------------
Tentrr, Inc. filed with the U.S. Bankruptcy Court for the District
of Delaware a Subchapter V Plan of Reorganization dated April 3,
2023.
The Debtor was incorporated as a Delaware corporation in 2015 to
take advantage of the burgeoning interest in glamping. Glamping is
a type of outdoor camping experience wherein many of the camping
amenities are provided to the camper.
The business of the Debtor consists of (i) building individualized
permanent campsites on real property owned by third-parties (the
"Landowners"); (ii) connecting Landowners with potential clients
through a proprietary website for a booking fee; and (iii) acting
as collection agent for the Landowner to collect money from clients
for the Landowner, credit card servicer and Debtor.
The Debtor is filing this plan of reorganization to preserve its
going concern enterprise value for the benefit of all stakeholders,
preserve jobs, and to emerge from bankruptcy as a viable entity.
The Debtor will reorganize around its glamping business which it
expects to grow, and will make payments to creditors from that
business over the next five years.
All Plan payments will be made from operating income and equity
investments into the Debtor commencing on the Effective Date and
continuing for five years thereafter. Although the Debtor does not
project having any cumulative Disposable Income during the first
three years of the Plan, the Debtor is proposing to voluntarily
make distributions to General Unsecured Creditors during the first
three years following the Effective Date. Should the Debtor be
required to proceed with a nonconsensual confirmation, the Debtor
would not be required to provide any payment to General Unsecured
Creditors during these years due to the lack of cumulative
Disposable Income.
In addition to projected income from operations, the secured DIP
Claims of SL Ventures III Series V, LLC, Tribeca Venture Fund I,
L.P., Tribeca Venture Fund I (NY), L.P., Eric Frank, Agile Funding
LLC and JoAd Investments LLC (collectively, the "DIP Lenders") are
being converted to equity under the Plan. This greatly reduces the
Debtor's indebtedness and enhances cash flow and, thus, contributes
to the feasibility of the plan. In addition, the DIP Lender's and
others are providing an equity investment as an exit facility of
approximately $1,250,000 which will be available on the Effective
Date both for operations and to pay Claims. Based on the Five-Year
Operating Projections, the Debtor believes it will be able to
attract additional equity financing of approximately $2 million in
July 2024
This plan assumes that the current obligations to Farnam Street
Financial which are currently denominated as lease obligations will
be recharacterized as a loan, and further, that the loan will be
bifurcated into secured and unsecured debt. Based on appraisals
obtained by the Debtor, the Debtor is assuming for purposes of this
Plan that Farnam's secured debt will be $1,022,000, the net fair
market value of its collateral. There can be no guarantee that
these assumptions are correct.
The Plan anticipates that Secured Claims, other than those being
converted to equity, will be paid over five years, and Holders of
General Unsecured Claims will receive dividends in the first three
years following the Effective Date.
Class 5 consists of Allowed General Unsecured Claims. Holders of
Allowed Class 5 Claims will receive their pro rata share of
$115,000, paid in 6 installments as follows: a $10,000 installment
in each of February 2024, June 2024, February 2025, and June 2025,
a $37,500 installment in each of February 2026 and June 2026. The
Debtor has no cumulative Disposable Income during the first three
years following Confirmation. The Debtor nonetheless is proposing
to make these distributions totaling $115,000 to General Unsecured
Creditors. If the Plan is not accepted, and the Debtor is required
to amend its plan to seek non-consensual confirmation, there is no
guarantee that the General Unsecured Creditors will receive as much
as is being offered in this consensual Plan. This Class is
impaired. This Class will receive a distribution of .026% of their
allowed claims.
Class 6 consists of Non-Executory Contract Landowners. The rights
and interests of Class 6 members will not be affected by this
Chapter 11 Case, and their claims will ride through the bankruptcy
intact.
Class 7 consists of Allowed Equity Interests. Equity Interest
Holders will not receive any distribution under the Plan; however,
Equity Interest Holders will retain their Equity Interests in the
Reorganized Debtor; however, all such Equity Interests will be
converted to Common Stock of the Reorganized Debtor on a fully
diluted basis, subject to the New Capital Stock. The Reorganized
Debtor shall not issue New Capital Stock in an amount which would
dilute the Class 7 Equity Interests below an aggregate 5% ownership
of the Reorganized Debtor.
Except as otherwise provided in the Plan, the Reorganized Debtor
will continue to exist after the Effective Date as a corporate
entity, with all of the powers of a Delaware corporation and
pursuant to its Charter Documents in effect before the Effective
Date, as such documents are amended by or pursuant to the Plan.
The DIP Financing contemplates that the DIP Lenders will raise an
additional $1,250,000 of equity investment as exit financing for
the Plan, which amount is necessary for the Plan's feasibility. The
equity investors will receive the same class of senior preferred
New Capital Stock as the DIP Lender's will receive for their
Claims; although, the conversion rate is slightly less favorable.
The equity investors will be subject to certain Shareholder
Agreements which will be filed with the court as part of the Plan
Supplement.
A full-text copy of the Subchapter V Plan dated April 3, 2023 is
available at https://bit.ly/3KwxUdf from PacerMonitor.com at no
charge.
Counsel for Debtor:
David H. Hartheimer, Esq.
Mayerson and Hartheimer, PLLC
845 3rd Ave., 11th Floor
New York, NY 10022
Telephone: (646) 778-4382
Facsimile: (501) 423-8672
Email: David@mhlaw-ny.com
Jason A. Gibson, Esq.
The Rosner Law Group, LLC
824 N. Market Street, Suite 810
Wilmington, DE 19801
Telephone: (302) 777-111
Email: gibson@teamrosner.com
About Tentrr Inc.
Tentrr Inc. -- https://www.tentrr.com/ -- offers places to camp in
the U.S. It provides tent camps and fully set up campsites for
camping on private land or state parks.
Tentrr filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10000) on Jan.
2, 2023. In the petition filed by its chief executive officer,
Anand Subramanian, the Debtor disclosed between $1 million and $10
million in both assets and liabilities. David M. Klauder has been
appointed as Subchapter V trustee.
The Debtor tapped Mayerson and Hartheimer, PLLC as bankruptcy
counsel; The Rosner Law Group LLC as local counsel; and Omni Agent
Solutions, Inc. as notice, claims, solicitation and administrative
agent.
TOP LINE GRANITE: Amends Plan to Include Mortgage Claims Pay
------------------------------------------------------------
Top Line Granite Design Inc., submitted a Second Amended
Liquidating Plan for Small Business under Subchapter V dated April
2, 2023.
The proposed Plan is a pot plan which does not rely on any future
income or revenue from operations.
As of the Petition Date, the Debtor had approximately 10 employees,
including the Debtor's owner, Edmilson Ramos ("Mr. Ramos") plus its
sales manager and bookkeeper who is paid as a subcontractor and
receives a Form 1099 from the Debtor. The Debtor also used and
relied on subcontractors for various positions, including its
installer and polisher, template technician, CNC operator,
programmer, forklift and robot operator, production and project
manager/assistant, accounting and inventory personnel, and/or sales
representative. Such workers are generally paid for subcontractor
services through US Construction.
Before the bankruptcy filing, compensation to Mr. Ramos included
salary (approximately $100,000 or less) plus other distributions or
payments made by the Debtor directly to Mr. Ramos' creditors.
Post-petition, Mr. Ramos' compensation package was approximately
$6,000.00 per week, which may include payments made directly to Mr.
Ramos' mortgagee, Jeanne D'Arc Credit Union.
The total for filed and scheduled General Unsecured Claims against
the Debtor is approximately $2,200,000.00, not including (i)
scheduled insider claims of Mr. Ramos in the amount of
approximately $4,780,000 (the "Insider Claims"), (ii) any
unscheduled insider claim, (iii) filed Claims of Cash Advance
Lenders (approximately $1,300,000.00), (iv) potential deficiency
amount from Avidia Bank if no counteroffer (approximately
$1,200,000.00), (v) potential other deficiency amounts from FCB
(approximately $157,000.00), the SBA Loan ($500,000.00), and other
scheduled secured creditors, and (iv) any additional Claims related
to the Trust and against the Real Estate to the extent the Ramos
Stipulation is approved.
According to Schedule F, the Insider Claims for Mr. Ramos include
amounts from home refinancing ($1,500,000.00), and personal/payday
loans used for the business ($3,279,657.00). Post-petition, Mr.
Ramos granted a mortgage on his personal residence for
approximately $620,000 with respect to other payday loans owed to
Kitchen Concepts (or its owner John Testa) which Mr. Ramos
maintains was used for in the Debtor's business.
The Debtor reserves the right to amend Schedules F, including to
mark certain unsecured claims as disputed so that the claim holders
will be required to file proofs of claim and supporting documents
in the event of any Remaining Fund for distribution to General
Unsecured Creditors under the Plan. Unless already addressed in the
potential Ramos Stipulation, such schedule amendment may relate to
Claims of the following parties; (i) M. Ramos' Insider Claims, (ii)
Global Stone and Maintenance Inc., (iii) US Construction and
Maintenance, and (iv) Mendonca & Partners, CPA LLC. In such event,
the Debtor will establish a separate amended schedules bar date for
affected creditors.
The Debtor received an offer from the Proposed Buyer for the
purchase of the Debtor's business assets (for $2,500,000.00) and
the Real Estate (the assumption of the Avidia Mortgage and the Bay
Colony/ SBA Mortgage, totaling approximately $3,891,000.00). Upon
information and belief, the Proposed Buyer intends to operate the
business.
The Debtor will file a separate motion for the sale of the business
assets and the Real Estate as a package, free and clear of all
Liens, claims, encumbrances, and other interests, pursuant to
sections 363(f), 1123(a)(5)(D), and/or 1141(c) of the Bankruptcy
Code (the "Sale Motion"). The sale shall be subject to the approval
of a stipulation by and among the Debtor, the Subchapter V Trustee,
Mr. Ramos, and Avidia Bank. Avidia Bank reserves its right to
credit bid with respect to the sale of the Debtor's business assets
and the Real Estate.
Class 10 consists of Mortgage Claims. In full and complete
satisfaction, settlement, release and discharge of the Class 10
Claims, the Mortgage Claims will be assumed by the Proposed Buyer
or will be paid in full from the Real Estate Sale proceeds, subject
to the terms of the Intercreditor Agreement. Notwithstanding the
foregoing, the holders of Class 10 Claims may receive such other
less favorable treatment as may be agreed upon by such holders and
the Debtor. This Class is unimpaired.
Class 11 consists of General Unsecured Claims. In full and complete
satisfaction, settlement, release and discharge of the Class 11
Claims, each holder of the Allowed Class 11 Claim shall receive a
pro rata share in cash distribution from the Remaining Fund, if
any, from the Plan Funding (after payment in full of Administrative
Expense Claims, Priority Tax Claims, and Other Priority Claims (if
any)). Notwithstanding the foregoing, the holder of an Allowed
Class 11 Claim may receive such other less favorable treatment as
may be agreed upon by such holder and the Debtor. This Class is
impaired.
Class 12 consists of Interest Holders. The holders of Class 12
Interests will receive nothing on account of such Interest in the
Debtor. On the Effective Date, all Interests shall be cancelled,
extinguished, and discharged. Class 12 is impaired under the Plan.
This Plan will be funded with:
* Proceeds from the Asset Sale
* Proceeds from the Real Estate Sale, as applicable.
* The Plan Funding, which includes (i) available cash as of
the Effective Date, if any (ii) proceeds from Litigation Matters,
and Avoidance Actions, if any, (iii) any Net Real Estate Proceeds,
and (iv) any proceeds of any other remaining assets, claims, and
recovery actions of the Debtor and the bankruptcy estate.
A full-text copy of the Second Amended Plan dated April 2, 2023 is
available at https://bit.ly/3K8zWyP from PacerMonitor.com at no
charge.
Attorney for the Debtor:
Macken Toussaint, Esq.
Alan L. Braunstein, Esq.
RIEMER & BRAUNSTEIN LLP
100 Cambridge Street
Boston, Massachusetts 02114
Tel: (617) 523-9000
Fax: (617) 880-3456
E-mail: mtoussaint@riemerlaw.com
abraunstein@riemerlaw.com
About Top Line Granite Design
Top Line Granite Design Inc. is a manufacturer of cut stone and
stone products. Top Line offers a selections of kitchen granite,
marble and quartz.
Top Line sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Mass. Case No. 22-40216) on March 25, 2022. In the
petition signed by Edmilson Ramos, president, the Debtor disclosed
up to $10 million in assets and up to $50 million in liabilities.
Judge Christopher J. Panos oversees the case.
Alan L. Braunstein, Esq., at Riemer and Braunstein LLP, is the
Debtor's counsel.
UC HOLDINGS: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from developing
and affirmed its 'CCC+' issuer credit rating on UC Holdings Inc.
(d/b/a Aludyne).
In connection with the refinancing, S&P withdrew its issue-level
ratings on the previous term loan.
The positive outlook reflects the likelihood that S&P could raise
its ratings on Aludyne over the next 12 months if it generates near
break-even free operating cash flow (FOCF) and maintains adequate
liquidity.
S&P said, "We revised our outlook to positive from developing
following Aludyne's refinancing of its senior secured term loan,
which alleviates near-term liquidity pressures and extends its debt
maturity profile. The recapitalization involved Aludyne issuing a
new $225 million term loan maturing in 2027 and majority financial
sponsor Oaktree Capital Management contributing $75 million of new
common equity, which was used to pay transaction fees and reduce
the draw on its asset-based lending (ABL) revolver. These actions
collectively improved our assessment of Aludyne's liquidity
position as the transaction increased the net availability on its
ABL facility and extended the weighted-average maturity beyond four
years.
"While the refinancing improves our view of Aludyne, its margins
remain low relative to significant working capital, capital
investments, and debt service costs. The company has expanded
significantly through new business wins in the last couple of
years. Margins have also improved from 2021 as Aludyne passed on
some higher inflationary costs. However, margins remain well below
historical levels and below the average range for manufacturer
suppliers at 6%-7% in 2022 based on preliminary unaudited results.
At the same time, capital spending and working capital has
increased to support new product launches and programs with
automaker customers. This resulted in cash outflows exceeding $50
million in 2022. In 2023 and 2024, we expect working capital to be
more manageable but capital expenditure to remain elevated at about
$65 million-$75 million and higher interest expense, particularly
as the new term loan has a higher interest spread. As a result, we
forecast a modest FOCF deficit in 2023 and near break-even in 2024.
While the ABL paydown has increased Aludyne's available liquidity,
its new term loan requires minimum liquidity of $65 million, which
could prove difficult to maintain if cash flows are weaker than
forecast.
"The positive outlook reflects the likelihood that we could raise
our ratings on Aludyne over the next 12 months if it generates near
break-even FOCF and maintains adequate liquidity."
S&P could revise our outlook to stable or negative on Aludyne if:
-- FOCF remains persistently negative due to margin deterioration
or excessive working capital investment, such that liquidity
becomes constrained; and
-- S&P expects it to breach any of its financial maintenance
covenants.
S&P could raise its rating on Aludyne if it sustainably generates
near break-even FOCF and maintains adequate liquidity. This could
be achieved if:
-- EBITDA margins continue to gradually improve; and
-- Aludyne manages working capital and capital spending to
preserve liquidity.
ESG credit indicators: E-2, S-2, G-4
Environmental factors have an overall neutral influence on S&P's
credit rating analysis of UC Holdings. As a supplier of knuckles,
control arms, and subframe components, the company's products will
not face a material drop in demand from the electrification of
vehicle powertrains. S&P may consider some upside if the company
expands above the industry average through light-weighting, which
is essential for compliance. Its focus on aluminum structural
components, critical for reducing vehicle weight, should benefit
from the industry trends.
Governance is a negative consideration. S&P said, "Our assessment
of the company's financial risk profile as highly leveraged
reflects corporate decision-making that prioritizes the interests
of controlling owners, in line with our view of most rated entities
owned by private-equity sponsors. Our assessment also reflects
their generally finite holding periods and a focus on maximizing
shareholder returns. Under previous owners, the company had a poor
operating track record, which led to large financial losses during
product launches and, eventually, a bankruptcy. If UC Holdings
extends its recent operating track record, especially around cost
reductions, we could revise the governance indicator to G-3."
VECTO INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Vecto, Inc.
7700 Brush Hill Road, Suite 135
Willowbrook, IL 60527
Business Description: Vecto is a truck rental company in Illinois.
Chapter 11 Petition Date: April 2, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 23-04456
Judge: Hon. Donald R. Cassling
Debtor's Counsel: David Freydin, Esq.
LAW OFFICES OF DAVID FREYDIN
8707 Skokie Blvd
Suite 305
Skokie, IL 60077
Tel: 888-536-6607
Fax: 866-575-3765
Email: david.freydin@freydinlaw.com
Total Assets: $1,207,500
Total Liabilities: $3,342,453
The petition was signed by Jonas Kaminskas as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XHDCC2I/Vecto_Inc__ilnbke-23-04456__0001.0.pdf?mcid=tGE4TAMA
VILLAS OF COCOA: Taps Davies Houser & Secrest as Accountant
-----------------------------------------------------------
The Villas of Cocoa Village, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Davies Houser & Secrest, CPA, P.A.
The Debtor requires an accountant to assist with the completion of
its monthly financial statements.
The firm will charge $75 per hour for staff accountants, $125 per
hour for senior accountants, and $225 per hour for partners.
Stephen Ellis, a partner at Davies Houser & Secrest, 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:
Stephen A. Ellis
Davies Houser & Secrest, CPA, P.A.
535 Delannoy Avenue
Cocoa, FL 32923-0129
Tel: (321) 636-0426
Email: info@davieshouser.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 and Davies Houser &
Secrest, CPA, P.A. serve as the Debtor's legal counsel and
accountant, respectively.
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.
VIRGIN ORBIT: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Virgin Orbit Holdings, Inc.
4022 East Conant Street
Long Beach CA 90808
Business Description: Virgin Orbit was founded in 2017 and
specializes in providing launch services for
small satellites. Unlike traditional rocket
launches that require a launch pad, Virgin
Orbit uses unique air-launch system that
allows their rocket, LauncherOne, to be
launched from under the wing of a specially
modified Boeing 747 aircraft, known as
Cosmic Girl. The air launch system
allows for greater flexibility in launch
locations and reduces the cost of launching
small satellites into space. The company is
primarily located in Long Beach, California
with a testing facility in Mojave,
California.
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
District of Delaware
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Virgin Orbit Holdings, Inc. (Lead) 23-10405
JACM Holdings, Inc. 23-10406
Vieco USA, Inc. 23-10407
Virgin Orbit, LLC 23-10408
Virgin Orbit National Systems, LLC 23-10409
Debtors' Counsel: Kara Hammond Coyle, Esq.
Robert Brady, Esq.
Michael R. Nestor, Esq.
Allison S. Mielke, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: kcoyle@ycst.com
rbrady@ycst.com
mnestor@ycst.com
amielke@ycst.com
- and -
Jeffrey E. Bjork, Esq.
LATHAM & WATKINS LLP
355 South Grand Avenue
Suite 100
Los Angeles, CA 90071
Tel: 213.485.1234
Fax: 213.891.8763
Email: jeff.bjork@lw.com
- and -
George Klidonas, Esq.
Anupama Yerramalli, Esq.
Liza L. Burton, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: 212.906.1200
Fax: 212.751.4864
Email: george.klidonas@lw.com
anu.yerramalli@lw.com
liza.burton@lw.com
Debtors'
Investment
Banker and
Financial
Advisor: DUCERA PARTNERS LLC
Debtors'
Restructuring
Advisor: ALVAREZ & MARSAL NORTH AMERICA LLC
Debtors'
Claims,
Noticing,
Solicitation, &
Balloting Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Total Assets as of Sept. 30, 2022: $242,978,000
Total Debts as of Sept. 30, 2022: $153,491,000
The petitions were signed by Daniel M. Hart as chief executive
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QEAY6GY/Virgin_Orbit_Holdings_Inc__debke-23-10405__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Arqit Ltd. Trade Payable/ $9,979,975
3 More London Riverside Customer
London, SE1 2RE Deposit
Attn: David Williams
Title: CEO
Tel: 44-203-91-70155
Email: dw@arqit.uk
2. United States Space Force Customer Deposit $6,759,711
2020 U.S. Space Force Pentagon
Ste 4E858
Washington, DC 20330-2000
Attn: B. Chance Saltzman
Title: Chief of Space Operations
Tel: 310-653-3084
Email: Bradley.Saltzman@us.af.mil
3. iQPS, Inc. Customer Deposit $5,198,555
6F Rengo Fukuoka Tenjin Building
1-15-35
Tenjin
Fukuoka City, 810-0001
Attn: Shunsuke Onishi
Title: President and Representative Director
Email: shunsuke@aero.kyushu-u.ac.jp
4. Bigbear.AI LLC Trade Payable $3,000,000
6811 Benjamin Franklin Dr. Suite 200
Columbia, MD 21046
Attn: Mandy Long
Title: CEO
Tel: 410-312-0885
Email: mandy.long@bigbear.ai
5. YA II PN, Ltd Unsecured $2,000,000
c/o Yorkville Advisors Global, LLC Convertible
1012 Springfield Avenue Notes
Mountainside, NJ 07092
Attn: Mark Angelo
Title: President and Partner
Phone: 201-985-8300
Email: Legal@yorkvilleadvisors.com
6. All Nippon Airways Customer Deposit $1,650,000
Trading Co., Ltd.
Shiodome City Center
1-5-2 Higashi-Shimbashi
Minato-ku
Tokyo, 105-7140
Attn: Hisato Teruyama
Title: General Manager
Phone: 81-3-6735-5011
Email: Hisatot@anatc.com
7. Barber Nichols, Inc Trade Debt $1,552,581
6325 West 55th Avenue
Arvada, CO 80002
ttn: Matt Malone
Title: President, CEO
Tel: 303-421-8111
Fax: 303-420-4679
Email: mmalone@barber-nichols.com
8. Named Plaintiff in Legal Settlement $1,400,000
Class Action Lawsuit - Michael
Mercado (Superior Court of
California for the
County of Kern No. BCV-21-101743)
1875 Century Park East, Suite 100
Los Angeles, CA 90067
Attn: Capstone Law APC
Title: Legal Counsel
Tel: 310-556-4811
Fax: 310-943-0396
Email:
Robert.Drexler@CapstoneLawyers.com
Sandy.Acevedo@CapstoneLawyers.com
Jonathan.Lee@CapstoneLawyers.com
Molly.DeSario@CapstoneLawyers.com
9. Redwire Space, Inc. Trade Payable $1,242,558
8226 Philips Highway, Suite 101
Jacksonville, FL 32256
Attn: Jonathan Baliff
Title: CFO
Phone: 650-701-7722
Email: Jonathan.Baliff@redwirespace.com
10. Spire Global Subsidiary Inc. Customer Deposit $1,125,000
8000 Towers Crescent Drive
Suite 1100
Vienna, VA 22182
Attn: Peter Platzer
Title: CEO
Phone: 818-997-7664
Email: peter.platzer@spire.com
11. Sitael S.P.A Customer Deposit $828,000
Via San Sabino
21 Zona Industriale
Mola di Bari BA, 70042
Attn: Nicola Zaccheo
Title: CEO
Phone: 39 0805321796
Email: nicola.zaccheo@sitael.com
12. Spaceflight, Inc. Customer Deposit $800,000
1505 Westlake Ave N
Seattle, WA 98109
Attn: Curt Blake
Title: CEO
Phone: 866-342-9934
Email: cblake@spaceflightservices.com
13. Marotta Controls, Inc Trade Payable $769,416
79 Boonton Avenue
PO Box 427
Montville, NJ 07045
Attn: Patrick Marotta
Title: CEO
Phone: 973-334-7800
Email: pmarotta@marotta.com
14. Millennium Space Systems Trade Payable $605,659
2265 E. El Segundo Blvd
El Segundo, CA 90245
Attn: Jason Kim
Title: CEO
Phone: 310-683-5840
Email: jason.kim@millennium-space.com
15. Toray Advanced Composites Trade Payable $528,905
18255 Sutter Boulevard
Morgan Hill, CA 95037
Attn: Hideo Mori
Title: VP, CEO
Phone: 408-465-8500
Email: MoriH@toraytac.com
16. U.S. Tool Grinding, Inc. Trade Payable $523,930
(DBA US Tool Group)
2000 Progress Drive
Farmington, MO 63640
Attn: Bruce Williams
Title: CEO
Phone: 573-760-7800
Email: bruce.williams@ustg.net
17. Cicon Engineering, Inc Trade Payable $494,670
6633 Odessa Ave.
Van Nuys, CA 91406
Attn: Ali Kolahi
Title: President
Tel: 818-909-6060
Fax: 818-909-6066
Email: AliK@cicon.com
18. TE Connectivity Corporation Trade Payable $485,304
45738 Northport Loop West
Alameda, CA 94538
Attn: Terrence R Curtin
Title: CEO
Phone: 717-459-3330
Email: terrence.curtin@te.com
19. Space Vector Corporation Trade Payable $482,860
20520 Nordhoff Street
Chatsworth, CA 91311
Attn: Eric Grabow
Title: President
Phone: 818-734-2600
Email: egrabow@spacevector.com
20. Barr Aviation Inc. Trade Payable $438,805
1109 Father Capodanno Blvd
Staten Island, NY 10306
Attn: Billy Rumzi
Title: Principal, Reg'd Agent
Phone: 646-996-0984
Email: Billy.Rumzi@Baraviation.com
21. Air Products and Chemicals Trade Payable $414,221
7201 Hamilton Boulevard
Allentown, PA 18195
Attn: Seifi Ghasemi
Title: President, CEO
Phone: 610-481-4911
Email: Ghasemis@airproducts.com
22. Web Industries Inc Trade Payable $399,809
700 Nickerson Road, Suite 250
Marlborough, MA 01752
Attn: Mark Pihl
Title: Chairman of the Board
Phone: 508-898-2988
Email: mpihl@webindustries.com
23. Debaise Holdings LLC (DBA PDS) Trade Payable $386,099
6870 West 52nd Avenue Suite 107
Arvada, CO 80002
Attn: Tom Sweetman
Title: President, CEO
Tel: 303-220-7165
Fax: 480-618-1506
Email: CO@pdsinc.com
24. Sentek Dynamics, Inc. Trade Payable $348,200
2090 Duane Avenue
Santa Clara, CA 95054
Attn: James Zhuge
Title: President
Tel: 408-307-0379
Fax: 408-659-8229
Email: james@sentekdynamics.com
25. Element Machine, LLC Trade Payable $340,900
3121 East La Palma Avenue, Suite N
Anaheim, CA 92806
Attn: Linda Lang
Title: CEO
Phone: 714-883-3877
Email: linda@elementmachine.com
26. The Aerospace Corporation Trade Payable $333,414
2310 E El Segundo Boulevard
El Segundo, CA 90245
Attn: Steven J. Isakowitz
Title: President, CEO
Phone: 310-336-5000
Email: steve.isakowitz@aero.org
27. Hera Technologies, LLC Trade Payable $313,865
1055 E Francis Street
Ontario, CA 91761
Attn: Aaron Evans
Title: COO
Phone: 909-321-2001
Email: aaron@heratechnologies.com
28. CRM Construction, Inc. Trade Payable $312,181
5353 E. 2Nd Street #202
Long Beach, CA 90803
ttn: Terry Tracy
Title: Owner
Phone: 714-921-3030
Email: pat4teamcrm@msn.com
29. 1960 Grand Office Owner 1, L.P. Trade Payable $278,991
c/o Cushman & Wakefield of CA
PO Box 841045
Los Angeles, CA 90084-1045
Attn: Nikki Jazvec
Title: Senior Project Manager
Phone: 213-955-5100
30. The Boeing Company Purchase $-
100 N. Riverside Plaza Commitments
Chicago, IL 60606
Attn: B. Marc Allen
Title: VP - Strategy and Corporate
Development
Phone: 312-544-2000
Email: Marc.Allen@boeing.com
WICHITA HOOPS: Court OKs Cash Collateral Access Thru Sept 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized
Wichita Hoops, LLC to use cash collateral on an interim basis in
accordance with the budget, through September 30, 2023.
The Debtor requires the use of cash collateral to continue paying
its ongoing expenses, vendors, leases, labor, utilities,
maintenance and repairs, professionals, and other ordinary
operational costs.
The U.S. Small Business Administration holds a properly perfected
first-priority security interest in the cash collateral, as well as
all other equipment, furniture, and personal property of the
Debtor. There are no other creditors with a perfected security
interest in the Debtor's assets.
As of the Petition Date, the SBA's claim exceeded $410,000. The
Debtor believes that the current fair market value of its assets
securing the SBA's claim, inclusive of the personal property
temporarily affixed to the Debtor's leased premises -- basketball
floor, hoops, volleyball equipment, scoreboards, etc. -- is not
less than $500,000. The SBA's claim is over secured and there is
likely an equity cushion to serve as adequate protection.
As adequate protection, the SBA is granted a valid, automatically
perfected replacement lien against the assets of the Debtor. The
replacement lien and continuing lien will be in proportion to and
to the extent that the cash collateral is used by the Debtor on a
post-petition basis, and in the same order and priority as such
liens existed on the Petition Date.
The SBA, for its benefit, is granted an additional and replacement
continuing valid, binding, enforceable, non-avoidable, and
automatically perfected post-petition security interest in and lien
on any and all presently owned and hereafter acquired personal
property and all other assets of the Debtor and the estate,
together with any proceeds thereof.
The Post-Petition Replacement Adequate Protection Lien granted to
the SBA will have the same priority as the priority the SBA enjoyed
in the Debtor's assets as of the Petition Date.
These events constitute an "Event of Default":
1) The entry of an order by the Court granting relief from or
modifying the automatic stay of 11 U.S.C. section 362 (i) to allow
any creditor to execute upon or enforce a lien on or security
interest in any of the Collateral;
2) Dismissal of the case or conversion of the case to Chapter
7 case;
3) The sale after the Petition Date of any portion of any of
the Debtor's assets outside the ordinary course of dealing and
without approval by the Court under 11 U.S.C. section 363;
4) The failure by the Debtor to perform, after notice from the
SBA, in any respect, any of the material terms, provisions,
conditions, covenants, or obligations under the Order granting the
Motion or under the requirements of the underlying loan documents
between the Debtor and the SBA, to the extent such requirements
materially affect the Collateral and are not otherwise inconsistent
with the terms of the Order or bankruptcy law.
The "Carve Out" means the following amounts:
1) Fees payable to the Subchapter V trustee, in an amount not
to exceed $5,000;
2) The allowed professional fees and disbursements for the
Debtor's accountant in the case, in an amount not to exceed
$5,000; and;
3) The allowed professional fees and disbursements for the
Debtor's counsel in the case, in an amount not to exceed $40,000;
and
4) Any costs of sale associated with the sale of the
Collateral, including broker commissions, marketing fees, property
taxes, escrow fees, recording costs, and similar expenses, to the
extent authorized by any section 363 order approving of such
sales.
A final evidentiary hearing on the matter is set for April 11, 2023
at 9 a.m.
A copy of the order is available at https://bit.ly/3m5FUbJ from
PacerMonitor.com.
About Wichita Hoops, LLC
Wichita Hoops, LLC operates an athletic facility. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Kan. Case No. 23-10255) on March 27, 2023. In the petition signed
by Evan McCorry, member manager, the Debtor disclosed up to $50,000
in assets and up to $10 million in liabilities.
Judge Mitchell L. Herren oversees the case.
David Prelle Eron, Esq., at Prelle Eron and Bailey, PC., represents
the Debtor as legal counsel.
YAK ACCESS: S&P Withdraws 'D' Long-Term Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings has withdrawn its 'D' long-term issuer credit
and issue-level ratings on Yak Access LLC at the company's
request.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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*** End of Transmission ***