/raid1/www/Hosts/bankrupt/TCR_Public/230406.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, April 6, 2023, Vol. 27, No. 95
Headlines
634 WILSON: Voluntary Chapter 11 Case Summary
867-871 KNICKERBOCKER: Voluntary Chapter 11 Case Summary
9300 WILSHIRE: Seeks to Hire Greenspoon Marder as Legal Counsel
99 CENTS ONLY: S&P Upgrades ICR to 'CCC' on Dividend Payment
AFTERSHOCK COMICS: Committee Taps Dundon as Financial Advisor
AGOGIE INC: Court OKs Final Cash Collateral Access
ALL WAYS CONCRETE: Seeks to Hire Barnes & Thornburg as Counsel
ALL WAYS CONCRETE: Seeks to Hire Newpoint as Financial Advisor
ALL-CARE PHARMACY: Files Emergency Bid to Use Cash Collateral
ALLEGIANCE COAL: Seeks to Hire Stretto as Administrative Agent
ALLEGIANCE COAL: Taps CRS Capstone Partners as Financial Advisor
ALLEGIANCE COAL: Taps Morris Nichols Arsht & Tunnell as Counsel
AMN HEALTHCARE: S&P Upgrades ICR to 'BB+', Outlook Stable
ANDERBY BREWING: Court OKs Interim Cash Collateral Access
APOLLO ENDOSURGERY: Incurs $39.8 Million Net Loss in 2022
ASSOCIATED ASPHALT: S&P Downgrades ICR to 'CCC+', On Watch Dev.
ATLAS HEAVY: Taps CBH Attorneys & Counselors as Bankruptcy Counsel
ATLAS LITHIUM: Incurs $5.7 Million Net Loss in 2022
BARTECH GROUP: Court OKs Cash Collateral Access Thru April 28
BIOPLAN USA: S&P Upgrades ICR to 'CCC+', Outlook Stable
BLANK LABEL: Gets OK to Hire Pashman as Bankruptcy Counsel
BLUE LEMON SHANDY: Hires Vanden Bos & Chapman as Legal Counsel
BLUE LEMON: Seeks to Hire Vanden Bos & Chapman as Legal Counsel
BOARDRIDERS INC: Moody's Puts 'Caa2' CFR on Review for Upgrade
BOXED INC: Seeks Cash Collateral Access
BRIDGELINK RENEWABLE: April 28 Auction of LLC Interests Set
BURRELL FARMS: Taps Law Offices of Toni Campbell Parker as Counsel
CADIZ INC: Incurs $24.8 Million Net Loss in 2022
CASH CLOUD: Committee Taps FTI Consulting as Financial Advisor
CASTLE BLACK: Taps Law Offices of Toni Campbell Parker as Counsel
CHASE CUSTOM: Taps Libby O'Brien as Special Litigation Counsel
CHICAGO SOUTH: Hires Bach Law Offices as Bankruptcy Counsel
CINEWORLD GROUP: Calls Off Sale, Nears Chapter 11 Exit
CLOUD SOFTWARE: S&P Rates New $3.8376BB Sec. 2nd-lien Notes 'B-'
CWGS ENTERPRISES: Moody's Lowers CFR & Senior Secured Debt to B1
DECATUR FORTRESS: Seeks to Tap Rachel S. Blumenfeld as Counsel
DIEBOLD NIXDORF: Moody's Alters Outlook on 'Caa2' CFR to Negative
DOMINARI HOLDINGS: Unit Buys Broker Dealer, Investment Advisor Biz
ESSI, LLC: Court Grants Final OK on Cash Collateral Access
FANATICS COLLECTIBLES: S&P Assigns 'BB-' ICR, Outlook Stable
FONDUE 26: Wins Interim Cash Collateral Access
FREE SPEECH: Alex Jones Reports $4.8-Mil. More Assets in Case
FULLER AND FULLER: Taps Jason Ward Law as Bankruptcy Counsel
FXI HOLDINGS: S&P Downgrades ICR to 'CC', Outlook Negative
GARDNER AGENCY: Court OKs Interim Cash Collateral Access
GLOBAL CARE: Gets OK to Hire Essex Richards as Legal Counsel
GOLDEN KEY: Committee Taps SC&H Group as Financial Advisor
GOLDEN KEY: Taps Fox Rothschild as Special Counsel
GUNTHER CHARTERS: Creditor Agrees to Cash Collateral Access
HIGGINS AG: Unsecureds to Get Share of GUC Pool over 36 Months
HOLY GROUND: Affiliate Taps Padgett Business Services as Accountant
HUMANIGEN INC: Lowers Net Loss to $70.7 Million in 2022
HUSKY TECHNOLOGIES: S&P Alters Outlook to Neg., Affirms' B-' ICR
INSULATION COATINGS: Amends Plan to Include Union Unsecured Claims
J.A.R. CONCRETE: Taps E.P. Bud Kirk as Bankruptcy Attorney
LINCOLN POWER: April 6 Deadline Set for Panel Questionnaires
LINCOLN POWER: Files for Chapter 11 With Plan Deal
MADERA COMMUNITY: Taps McCormick Barstow as Special Counsel
MADERA COMMUNITY: Taps Wanger Jones Helsley as Bankruptcy Counsel
MADERA COMMUNITY: Taps Ward Legal as Special Counsel
MONTGOMERY REALTY: Court OKs Cash Collateral Access Thru April 19
MOVIA ROBOTICS: Court OKs Cash Collateral Access Thru April 30
MR INVESTMENTS: Case Summary & 11 Unsecured Creditors
NCW PROPERTIES: Argoudelis' Summary Judgment Bid Denied
NGL & EROSION: Court OKs Final Cash Collateral Access
NIGHTMARE GRAPHICS: Court OKs Cash Collateral Access Thru May 31
OLIN CORP: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Pos.
PAR PHARMACEUTICAL: Dropped From Zantac Products Litigation
PRECIPIO INC: Incurs $12.2 Million Net Loss in 2022
PRECISION 1 CONTRACTING: Unsecureds Will Get 5% of Claims in 5 Yrs
RAMARAMA INC: Court OKs Interim Cash Collateral Access
RENNASENTIENT INC: Court OKs Interim Cash Collateral Access
RUDOLF H. HENDEL: Appeal Dismissed for Want of Complete Record
RUDOLF H. HENDEL: Court Dismisses Appeal on Fay's In-Rem Relief
SAS AB: Seeks to Extend Plan Exclusivity to July 31
SIGNATURE BRIDGE BANK: Deadline to File Claims Set for July 17
SILVER STAR: Seeks Approval to Hire Hall Estill as Special Counsel
SOLUDOS LLC: Merchant's Public Sale of Debtor's Assets on May 4
SPG HOSPICE: Trustee Wins Cash Collateral Access Thru April 30
STARRY GROUP: Court OKs $43MM New Money DIP Loan from ArrowMark
TEHUM CARE: Seeks to Tap Ankura as Financial Advisor, Designate CRO
THORCO INC: Gets OK to Hire Klinkhammer Law Offices as Counsel
TRIBUNE MEDIA: 3d Cir. Affirms Disallowance of Henke's POC
TRILOK FUSION: Court OKs Interim Cash Collateral Access
TUESDAY MORNING: Committee Taps Lowenstein Sandler as Lead Counsel
TUESDAY MORNING: Committee Taps Province LLC as Financial Advisor
VIRGIN ORBIT: Commences Voluntary Chapter 11 Proceeding
VISIONARY LABELS: Court OKs Deal on Cash Collateral
WADE PARK: Court Grants Kalikow's Bid to Dismiss SAC
WBS CAPITAL: Seeks Cash Collateral Access
WHITE RABBIT: Court OKs Interim Cash Collateral Access
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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634 WILSON: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 634 Wilson Ave LLC
634 Wilson Avenue
Brooklyn, NY 11207
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.: 23-41156
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/2EXHHPA/634_Wilson_Ave_LLC__nyebke-23-41156__0001.0.pdf?mcid=tGE4TAMA
867-871 KNICKERBOCKER: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: 867-871 Knickerbocker LLC
867-871 Knickerbocker Avenue
Brooklyn, NY 11207
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.: 23-41158
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/3G7LESY/867-871_Knickerbocker_LLC__nyebke-23-41158__0001.0.pdf?mcid=tGE4TAMA
9300 WILSHIRE: Seeks to Hire Greenspoon Marder as Legal Counsel
---------------------------------------------------------------
9300 Wilshire LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Greenspoon Marder, LLP
as its bankruptcy counsel.
The firm's services include:
(a) preparing bankruptcy schedules and statement of affairs;
(b) complying with the U.S. Trustee requirements, including
Chapter 11 initial reporting requirements and document requests;
(c) representing the Debtor at the initial interview with the
Office of the U.S. Trustee and at the Section 341(a) meeting of
creditors;
(d) negotiating with secured creditors and addressing issues
relating to secured debt, cash collateral usage and the
debtor-in-possession loan;
(e) examining claims of creditors to determine their
validity;
(f) employing necessary professionals to assist the Debtor in
its Chapter 11 case;
(g) advising the Debtor on legal issues, including the use,
sale or lease of property of the estate, use of cash collateral,
post-petition financing, relief from the automatic stay, special
treatment of creditors, payment of pre-bankruptcy obligations, the
rejection or assumption of leases, and related matters;
(h) negotiating with creditors holding secured and unsecured
claims;
(i) providing various "first day" motions designed, among
other things, to facilitate the smooth administration of the
Debtor's case and minimize disruption relating to the commencement
of this case;
(j) preparing and presenting a plan of reorganization and
disclosure statement;
(k) objecting to claims as may be appropriate;
(l) reviewing, analyzing, providing legal research, and
preparing documents, correspondence, and other communications with
regard to the foregoing matters;
(m) commencing and prosecuting avoidance actions and other
adversary proceedings;
(n) ensuring the Debtor's compliance with the Bankruptcy Code,
the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy
Rules, the requirements and guidelines of the United States
Trustee, and any orders of this court; and
(o) in general, acting as counsel on behalf of the Debtor in
all bankruptcy law and related matters, which may arise in the
course of this case.
The firm will charge these hourly fees:
Victor Sahn, Esq. $750
Steve Burnell,Esq. $525
Rilyn A. Carnahan, Esq. $540
Karen Files, Paralegal $250
Greenspoon received a pre-bankruptcy retainer in the amount of
$225,000.
As disclosed in court filings, Greenspoon is a disinterested person
as that term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Victor Sahn, Esq.
Steve Burnell, Esq.
Greenspoon Marder, LLP
333 S Grand Ave Suite 3400
Los Angeles, CA 90071
Tel: (213) 626-2311
Fax: (954) 771-9264
Email: victor.sahn@gmlaw.com
About 9300 Wilshire
9300 Wilshire, LLC is a Beverly Hills-based company engaged in
activities related to real estate.
9300 Wilshire filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10918) on
Feb. 21, 2023, with $100 million to $500 million in assets and $50
million to $100 million in liabilities. Leonid Pustilnikov, 9300
Wilshire's manager, signed the petition.
Judge Ernest M. Robles presides over the case.
Victor Sahn, Esq., and Steve Burnell, Esq., at Greenspoon Marder,
LLP are the Debtor's bankruptcy attorneys.
99 CENTS ONLY: S&P Upgrades ICR to 'CCC' on Dividend Payment
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on
California-based dollar-store chain 99 Cents Only Stores LLC to
'CCC' from 'SD' (selective default).
S&P said, "At the same time, we downgraded our issue-level rating
on the $350 million secured notes to 'CCC' from 'B-' reflecting the
recovery ratings of '3' (50%–70% recovery; rounded estimate:
50%).
"The negative outlook reflects the potential that we will lower our
rating on 99 Cents Only over the next 12 months if we view a
specific default scenario, such as a selective default, as
inevitable in the subsequent six months.
The upgrade to the issuer credit rating reflects 99 Cents Only's
preferred dividend payment. On Feb. 28, 2023, the company partially
paid about $5 million in preferred dividends related to the period
ended in December 2022. S&P said, "We expect negative free
operating cash flow (FOCF) to continue over the next 12 months
despite the company's turnaround initiatives. We believe shrinking
liquidity and negative FOCF provide limited cushion for the company
to absorb additional setbacks in its turnaround efforts. Therefore,
we believe 99 Cents Only is still vulnerable to future default
absent significant asset monetization, which we view as
unsustainable in the long term. To partially offset the challenging
operating conditions, the company has taken pricing actions and
implemented cost reduction initiatives. However, underperforming
stores have been a drag on performance. We view persistent
inflation as a significant risk, and we do not expect meaningful
improvement in operating performance in the medium term."
S&P said, "We believe the company's weak liquidity and persistent
negative free cash flow represent a significant short-term risk.
FOCF was negative by about $84 million through the third quarter
ended Oct. 28, 2022. The company used asset monetization of about
$36 million and a draw of approximately $73 million on the revolver
facility to fund the deficit. We expect cash burn to continue over
the medium term as some underperforming stores located in shopping
centers have dragged overall performance down. Furthermore, the
company's capital structure requires regular dividend payments even
during periods of constrained liquidity. We forecast interest
payments of over $30 million in calendar 2023 and over $20 million
in dividends to its preferred equity.
"We continue to view the company's capital structure as
unsustainable. A high debt burden and operating margin pressures
have led to weak credit metrics, which we do not expect to reverse
in the foreseeable future. In addition to the credit facilities,
the company has multiple series of preferred equity that we include
in our adjusted credit metrics as debt.
"99 Cents Only continues to face challenging operating conditions.
In the third quarter, revenue declined 2.2% due to decreased foot
traffic in stores and an emphasis on aspirational and discretionary
categories. In our view, the company has been unable to reap the
potential benefits of its deep discount business model during an
economic slowdown, while other retailers have benefited from
consumer trade down."
S&P Global Ratings-adjusted EBITDA margin declined over 300 basis
points in the third quarter partially due to high inflation and
increased theft in California. The company is taking pricing action
to partially offset those headwinds, with more than 70% of product
mix beyond the $0.99 price point.
The company has about 70% of its operations in California and it
plans to roll out new store concepts and invest in refreshes to
drive traffic and growth. However, S&P believes the company's
prospects are constrained by its current financial conditions,
which will likely result in decreasing market share because large
competitors have more resources.
The negative outlook on 99 Cents Only reflects the risk that it may
be unable to improve performance or conduct asset monetization on
time, which could lead to default or a restructuring transaction
that S&P would view as tantamount to a default.
S&P could lower its rating on 99 Cents Only if it envisions a
specific default scenario occurring in the subsequent six months.
This could occur if:
-- S&P expects its liquidity will tighten and the company will be
unable to monetize its real estate assets in a timely manner; or
-- The company is unable to generate positive free cash flow.
S&P could raise its rating on 99 Cents Only if the company's
liquidity improves, likely resulting from assets monetization or
improvement in operating performance.
ESG credit indicators: E-2, S-2, G-5
AFTERSHOCK COMICS: Committee Taps Dundon as Financial Advisor
-------------------------------------------------------------
The official committees of unsecured creditors of Aftershock
Comics, LLC and Rive Gauche Television seek approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Dundon Advisers, LLC as their financial advisor.
The firm will render these services:
a. evaluate and help develop plans of reorganization and other
strategic alternatives to maximize the recovery amount for
unsecured creditors Dundon may recommend various plans and
strategic alternatives from time to time;
b. restructuring efforts may include one or more of the
following: raising new debt or equity financing, or restructuring
of existing indebtedness (in whole or in part);
c. determine the value of certain assets, businesses,
collateral, and damages derived from causes of action;
d. assist and support the committees and their legal counsel
in pursuing causes of action and litigation;
e. assist in negotiations with the Debtors, the Secured
Creditor, creditors and other stakeholders and in developing
responses to any objections from parties in interest or other
courses of action undertaken by the committees;
f. review monthly operating reports, budgets, budget variance
reports, schedules, statements of financial affairs, and other
financial information and disclosures required during the pendency
of these Cases;
g. assist the committees with recommending and monitoring the
outcome of operational, or business changes;
h. assist the committees and their legal counsel with the
preparation of all case motions requiring financial information or
analysis;
i. render general financial advice, financial analytics, and
modeling in connection with review of any chapter 11 plan proposed
by the Debtors, or any chapter 11 plan to be prepared by the
committees if and in the event the Debtors' exclusivity in respect
of a chapter 11 plan is terminated or expired;
j. assist with the review, classification, and quantification
of claims against the estates under the plan of reorganization;
k. assist in effecting the plan of reorganization; and
l. assist with any other activities the committees and Dundon
mutually agree to pursue.
Dundon will bill at its standard hourly rates of $370 for
associates to $850 for principals.
Customary hourly rates for the Dundon professionals primarily
expected to render services to the committees are:
Peter Hurwitz $850
Lee Rooney $625
Michael Whalen $375
Peter Hurwitz, a partner at Dundon Advisers, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Peter Hurwitz
Dundon Advisers, LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Phone: (914) 523-0227
Email: ph@dundon.com
About AfterShock Comics
AfterShock Comics, LLC -- https://Aftershockcomics.com -- is an
American comic book publisher launched in 2015. The company is
based in Sherman Oaks, Calif.
AfterShock Comics and affiliate Rive Gauche Television filed
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. Lead C.D. Calif. Case No. 22-11456) on Dec. 19, 2022. Judge
Martin R. Barash oversees the cases.
At the time of the filing, AfterShock Comics reported $10 million
to $50 million in both assets and liabilities while Rive Gauche
reported $50 million to $100 million in assets and $10 million to
$50 million in liabilities.
The Debtors are represented by David L. Neale, Esq., at Levene,
Neale, Bender, Yoo & Golubchik L.L.P.
The U.S. Trustee for Region 16 appointed two separate committees to
represent unsecured creditors in the Chapter 11 cases of AfterShock
Comics, LLC and Rive Gauche Television. Sklar Kirsh, LLP represents
both committees.
AGOGIE INC: Court OKs Final Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Agogie, Inc. to use cash collateral on a final basis in accordance
with the budget, with a 10% variance.
As adequate protection, the Small Business Administration is
granted a lien on postpetition cash collateral generated by the
Debtor, but only to the same extent, validity and priority of the
liens said creditor had pre-petition, and only in the amount and to
the extent of the cash collateral that the Debtor projects it will
use as detailed in the Budget.
As previously reported by the Troubled Company Reporter, the Debtor
is a party to two consignment contracts with Kickfurther dated
April 21, 2021 and June 24, 2021, respectively. Kickfurther's
interest in the Debtor's product is perfected through two UCC
Financing Statements Kickfurther filed on May 5, 2021 and July 1,
2021, respectively.
In recent years, the Debtor has incurred several hundred thousand
dollars of liability in merchant cash advance transactions, whereby
the Debtor's accounts have been automatically debited many
thousands of dollars a day/week. And, as a consequence thereof, the
Debtor has been unable to secure new inventory or maintain regular
operating expenses.
In part, the Debtor sought bankruptcy relief in order to stay
further automatic debits of its accounts.
The Debtor's liabilities as of the Petition Date total about $4.5
million.
The Debtor is also obligated to the SBA, which originated through
an EIDL loan the Debtor obtained at the beginning of the COVID-19
pandemic. As of the Petition Date, the Debtor is indebted to the
SBA in the total amount of approximately $350,000.
As of the Petition Date, the Debtor is indebted to Kickfurther in
the total amount of approximately $92,000 for commissions due to
Kickfurther in connection with certain pre-petition sales of
consigned inventory.
Pursuant to the Court order, the Debtor acknowledges that
KickFurther's UCC filings perfect its interest in all inventory
consigned to the Debtor, and secures the Debtor's obligations
thereto.
Parties-in-interest have until May 10, 2023, to investigate the
validity, priority, perfection, or amount of any lien asserted
against the Debtor. Fox also have until May 10 to assert claims
against the Debtor related to any and all pre-petition transactions
between Fox and the Debtor, including but not limited to claims
arising from or related to the Future Receivables Sale and Purchase
Agreement dated September 9, 2022 and all amendments or
modifications.
A copy of the order is available at https://bit.ly/3nEY5pc from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3K2YRE4 from
PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$7,799 for the week ending April 8, 2023;
$9,563 for the week ending April 15, 2023;
$8,611 for the week ending April 22, 2023; and
$30,530 for the week ending April 29, 2023.
About Agogie, Inc.
Agogie, Inc. is a performance sportswear and athleisure apparel
company. Agogie sells pant and legging products with built-in
resistance bands, the design for which is currently patent pending.
Agogie' sales are made both direct to consumer and retail
distributors.
Agogie sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 23-10215) on February 17, 2023. In
the petition signed by Aaron J. Mottern, chief executive officer,
the Debtor disclosed up to $100,000 in assets and up to $10 million
in liabilities.
Judge Kate Stickles oversees the case.
Jenny R. Kasen, Esq., at Kasen and Kasen, P.C., represents the
Debtor as legal counsel.
ALL WAYS CONCRETE: Seeks to Hire Barnes & Thornburg as Counsel
--------------------------------------------------------------
All Ways Concrete Pumping, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of New York to hire
Barnes & Thornburg, LLP to handle its Chapter 11 case.
The principal attorneys and paralegals designated to represent the
Debtor and their hourly rates are as follows:
Robert Folland $710
Kenneth Yerkes $755
Adam Bartrom $500
David Slovick $945
Kevin Collins $555
Allison Rego $600
David Dirisamer $435
Allison Scarlott $395
Kyle Gerlach $320
Barnes & Thornburg received an initial retainer in the amount of
$50,000.
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
Robert Folland, Esq., a partner at Barnes & Thornburg, 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:
Robert C. Folland, Esq.
Barnes & Thornburg, LLP
41 S. High Street, Suite 3300
Columbus, OH 43215-6104
Tel: 561-473-7565
Fax: 561-473-7561
Email: rob.folland@btlaw.com
About All Ways Concrete Pumping
All Ways Concrete Pumping, LLC is a family-owned and operated
concrete pump company. The company is based in Auburn, N.Y.
All Ways Concrete Pumping filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
23-30069) on Feb. 17, 2023, with up to $10 million in both assets
and liabilities. Francis J. Brennan has been appointed as
Subchapter V trustee.
Judge Wendy A. Kinsella oversees the case.
Bond, Schoeneck & King, PLLC and Barnes & Thornburg, LLP serve as
the Debtor's legal counsels. Newpoint Advisors Corporation is the
Debtor's financial advisor.
ALL WAYS CONCRETE: Seeks to Hire Newpoint as Financial Advisor
--------------------------------------------------------------
All Ways Concrete Pumping, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of New York to hire
Newpoint Advisors Corporation as its financial advisor.
The Debtor requires a financial advisor to:
(a) assist in evaluating various strategic options, and
develop and implement a chosen course of action to preserve asset
value and maximize recoveries to stakeholders;
(b) develop, review and modify the periodic 13-week and
monthly forecasts, and related forecasts and projections as
requested by the Debtor, including long-term financial
projections;
(c) prepare a budget;
(d) assist the Debtor in obtaining and presenting such
financial information as may be required by the parties in interest
to the Debtor's Subchapter V case, if any, including any creditors'
committees and the bankruptcy court;
(e) assist in the preparation of requisite bankruptcy reports
and schedules;
(f) offer testimony and participate in hearings to the extent
reasonably requested by the Debtor;
(g) provide additional legal services.
Newpoint's standard hourly rates for 2023 are as follows:
Carin Sorvik $285
Douglas Leach $265
Erin Meyer $225
Other Consultants $225 - 285
Carin Sorvik, a certified public accountant and director at
Newpoint, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Carin Sorvik, CPA
Newpoint Advisors Corporation
750 Old Hickory Blvd. Building 2, Suite 150
Brentwood, TN 37027
Telephone: (800) 306-1250
Facsimile: (702) 543-3881
About All Ways Concrete Pumping
All Ways Concrete Pumping, LLC is a family-owned and operated
concrete pump company. The company is based in Auburn, N.Y.
All Ways Concrete Pumping filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
23-30069) on Feb. 17, 2023, with up to $10 million in both assets
and liabilities. Francis J. Brennan has been appointed as
Subchapter V trustee.
Judge Wendy A. Kinsella oversees the case.
Bond, Schoeneck & King, PLLC and Barnes & Thornburg, LLP serve as
the Debtor's legal counsels. Newpoint Advisors Corporation is the
Debtor's financial advisor.
ALL-CARE PHARMACY: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
All-Care Pharmacy, LLC, a.k.a. Avrio Pharmacy, asks the U.S.
Bankruptcy Court for the District of Arizona for authority to use
cash collateral and provide adequate protection to Western Alliance
Bank, which holds a first-position blanket lien.
To give the Debtor and its secured creditors (specifically WAB)
time to reach a longer-term agreement regarding the Debtor's
continued use of cash collateral, the Debtor proposes to use the
cash collateral in accordance with the detailed Budget during April
2023. The Debtor will conduct good-faith negotiations for the use
of cash collateral over a longer period.
On July 6, 2017, the Debtor entered into loan documents with WAB,
whereby WAB converted a previously existing line of credit into a
term loan. The WAB Loan is secured by a purported blanket lien
against the Debtor's assets pursuant to certain security agreements
and a UCC financing statement. The balance owed under the WAB Loan
is approximately $220,000.
On August 11, 2017, the Debtor submitted to McKesson a Customer
Application for purposes of purchasing pharmaceutical supplies. The
application is secured by a purported blanket lien against the
Debtor's assets pursuant to certain security agreements and a UCC
financing statement. Per McKesson the balance owed is approximately
$539,305.
On February 11, 2020, the Debtor entered into a Smart-Fill Member
Agreement with Smart-Fill Management Group, Inc., for the purpose
of purchasing pharmaceutical supplies. The agreement is secured by
a purported blanket lien against the Debtor's assets pursuant to a
security agreement and a UCC financing statement. The balance owed
under this transaction is approximately $13,019.
On May 25, 2020, the Debtor obtained an Economic Injury Disaster
Loan through the U.S. Small Business Administration. The EIDL Loan
is secured by a purported blanket lien against the Debtor's assets
pursuant to certain security agreements and a UCC financing
statement. The balance due on the EIDL Loan is approximately
$522,000.
On December 3, 2020, the Debtor entered into loan documents with
3PCG, Inc. wherein prior merchant cash advance loans extended by
Green Note Capital were reduced to a term loan evidenced by a
promissory note, among other documents. Green Note Capital is
secured by a purported blanket lien against ACP's assets pursuant
to a security agreement and UCC financing statement. The balance
owed to Green Note Capital is approximately $1.870 million.
On March 19, 2021, the Debtor entered into loan documents and
consignment and distribution agreements with Primus
Pharmaceuticals, Inc., for the purpose of purchasing pharmaceutical
supplies. The agreements are secured by a purported blanket lien
against the Debtor's assets. The Debtor disputes the balance owed
to Primus.
Between June through August 2022, the Debtor entered into MCA
agreements with KYF Global Partners for the purported sale and
purchase of the Debtor's account receivables. There were three
iterations of sale documents, wherein the sale price increased as
more receivables were purportedly sold. Effectively, KYF stacked
three MCA credits, wrapped up in the final iteration of documents.
Within the agreements, KYF asserts a secured interest in the
Debtor's accounts and proceeds, among other alleged collateral, but
KYF failed to perfect its security interest by not recording any
UCC financing statement with the Arizona Secretary of State.
As of the bankruptcy filing date, the Debtor holds $10,814 in cash
and $71,546 in accounts receivable.
The Debtor intends to adequately protect its secured creditors for
use of the cash collateral by: (1) protecting the value of the
collateral; (2) granting replacement liens on similar postpetition
collateral to the extent of any diminution in the pre-bankruptcy
collateral; and (3) accounting for the cash collateral during the
abbreviated period and pendency of the Case.
A copy of the motion is available at https://bit.ly/3m99op9 from
PacerMonitor.com.
About All-Care Pharmacy, LLC
All-Care Pharmacy, LLC operates one of the few compounding
pharmacies in Arizona. All-Care Pharmacy sells and dispenses
specialty medications to treat such diseases as human
immunodeficiency virus, hepatitis C, and Crohn's disease. All-Care
Pharmacy also sells and dispenses commercial fertility products, as
well as Compounded medications for human and animal populations.
Over the years, it has focused more of its operations on
compounding pharmaceuticals for human and veterinary and pet uses.
All-Care Pharmacy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02061) on March 31,
2023. In the petition signed by Raef Hamaed, member, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Brenda K. Martin oversees the case.
Michael A. Jones, Esq., at Allen, Jones and Giles, PLC, represents
the Debtor as legal counsel.
ALLEGIANCE COAL: Seeks to Hire Stretto as Administrative Agent
--------------------------------------------------------------
Allegiance Coal USA Ltd. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Stretto,
Inc. as their administrative agent.
The Debtors require an administrative agent to:
a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports in support
of confirmation of a Chapter 11 plan, and in connection with such
services, process requests for documents;
b) prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs, and
gather data in conjunction therewith;
d) provide a confidential data room, if requested;
e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
f) provide such other processing, solicitation, balloting, and
other administrative services, as may be requested from time to
time by the Debtors, the court or the Office of the Clerk of the
Bankruptcy Court.
The firm will be paid at these rates:
Consultant (Associate/Senior Associate) $70 - $200 per hour
Director/ Managing Director $210 - $250 per
hour
Solicitation Associate $230 per hour
Director of Securities & Solicitations $250 per hour
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Tel: (714) 716-1872
Email: Sheryl.betance@stretto.com
About Allegiance Coal USA Limited
Allegiance Coal USA Limited is a listed Australian company focused
on seaborne met coal mine development and operations, with
operating mines in southeast Colorado, central Alabama, as well as
a development project in northwest British Columbia.
Allegiance and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10234) on
Feb. 21, 2023. In the petition signed by its chief executive
officer, Jonathan Romcke, Allegiance disclosed up to $100 million
in assets and up to $50 million in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, LLP as bankruptcy counsel; and CRS Capstone
Partners, LLC as investment banker and financial advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Whiteford Taylor & Preston, LLP.
ALLEGIANCE COAL: Taps CRS Capstone Partners as Financial Advisor
----------------------------------------------------------------
Allegiance Coal USA Ltd. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire CRS
Capstone Partners, LLC as their investment banker and financial
advisor.
The firm's services include:
Chapter 11 Financial Advisory Services
a. negotiating and advising the Debtors concerning the
formulation of a plan of reorganization or sale of their assets;
b. assisting the Debtors in their Chapter 11 compliance
reporting, including, but not limited to, preparing monthly
operating reports (MORs), schedules of assets and liabilities, and
statements of financial affairs;
c. analyzing claims against the Debtors;
d. assisting the Debtors in delivering a debtor-in-possession
(DIP) or cash collateral budget or weekly cash flow, and preparing
regular reporting to the secured or DIP lender and other
constituents such as the official committee of unsecured
creditors;
e. assisting the Debtors in communications and negotiations
with various stakeholders;
f. helping facilitate any curt-sanctioned examination or
investigation; and
g. providing such other similar advisory services as requested
by the Debtors.
Investment Banking Services
a. assisting the Debtors in connection with any efforts to
sell their assets, including under Section 363 of the Bankruptcy
Code, a Chapter 11 plan or otherwise;
b. assisting the Debtors in connection with any efforts to
raise capital, including debtor-in-possession financing and exit
financing, pursuant to a plan or otherwise;
c. formulating a market strategy for a liquidity transaction;
d. preparing a memorandum and presentations for use in the
transaction process;
e. identifying and evaluating a refined targeted list of
potential strategic or financial acquirers, or debt or equity
funders;
f. initiating contact and arranging introductions with
prospective investors and conducting telephonic or in-person
meetings;
g. coordinating the receipt and comparison of any offers or
proposals forthcoming from prospective investors;
h. assessing and analyzing proposed valuations, transaction
structures and related terms and conditions;
i. conducting an auction, if necessary, under Section 363 of
the Bankruptcy Code;
j. negotiating and consummating definitive agreements,
including where appropriate, responding to the Debtors' requests
for assistance in coordinating the due diligence and transaction
closing processes; and
k. testifying, if necessary, in court as part of a financing,
sale or plan confirmation hearing.
The firm will be compensated as follows:
a. Retainer. Pursuant to the engagement agreement, the Debtors
have agreed to pay the firm a refundable retainer of $100,000 for
services to be rendered and expenses to be incurred in connection
with its representation of the Debtors, payable upon execution of
the engagement agreement and entry of an order approving the firm's
retention.
b. Monthly Fees. Pursuant to the engagement agreement,
monthly fees for both financial advisory and investment banking
services will be billed to the Debtors based on the hours actually
expended by assigned staff members at the firm's hourly billing
rates, which are in effect at the time that the services are
rendered. The firm's hourly billing rates are revised annually in
January. In consideration of the scope of the engagement, the
firm's services will be billed to the Debtors at its hourly rates
as follows:
Managing Directors $650 - $750
Senior Directors & Directors $550 - $600
Vice Presidents $500 - $550
Associates $450 - $500
Analysts $350 - $400
Administration officers $100 - $150
c. Transaction Fee. With respect to the investment banking
services provided by the firm, the Debtors agree to pay the firm a
cash transaction completion fee of 1.75 percent of the aggregate
transaction value in the event of a closed transaction, provided
however that under no circumstances will any transaction fee be
less than $500,000. The transaction fee is separate from and shall
be paid in addition to the hourly fees incurred and billed monthly
for financial advisory and investment banking services. For the
avoidance of doubt, more than one transaction fee may be payable to
the firm if more than one transaction is closed.
d. Expense Reimbursement.
David Rychalsky, managing director at CRS Capstone, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David A. Rychalsky
CRS Capstone Partners, LLC
176 Federal Street, 3rd Floor
Boston, MA 02110
Phone: 617-619-3329
Email: drychalsky@capstonepartners.com
About Allegiance Coal USA Limited
Allegiance Coal USA Limited is a listed Australian company focused
on seaborne met coal mine development and operations, with
operating mines in southeast Colorado, central Alabama, as well as
a development project in northwest British Columbia.
Allegiance and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10234) on
Feb. 21, 2023. In the petition signed by its chief executive
officer, Jonathan Romcke, Allegiance disclosed up to $100 million
in assets and up to $50 million in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, LLP as bankruptcy counsel; and CRS Capstone
Partners, LLC as investment banker and financial advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Whiteford Taylor & Preston, LLP.
ALLEGIANCE COAL: Taps Morris Nichols Arsht & Tunnell as Counsel
---------------------------------------------------------------
Allegiance Coal USA Ltd. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Morris,
Nichols, Arsht & Tunnell, LLP as their bankruptcy counsel.
The Debtors require legal counsel to:
a. provide advice in the areas of restructuring and
bankruptcy;
b. take all necessary actions to protect and preserve the
Debtors' estates during these Chapter 11 cases, including the
prosecution of actions by the Debtors, the defense of any actions
commenced against the Debtors, negotiations concerning litigation
in which the Debtors are involved and objecting to claims filed
against the estates;
c. prepare legal papers;
d. give advice regarding the rights and obligations of the
Debtors;
e. coordinate with other bankruptcy professionals in
representing the Debtors in connection with these cases; and
f. perform all other necessary or requested legal services.
The firm's hourly rates are as follows:
Partners $825 - $1,595
Associates and Counsel $505 - $915
Paraprofessionals $375
Case Clerks $195
Morris received a retainer in the amount of $200,000.
Robert Dehney, Esq., a partner at Morris, disclosed in court
filings that his firm is "disinterested" as 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, Mr.
Dehney disclosed that:
-- Morris has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- No Morris professional included in the engagement has
varied his rate based on the geographic location of the bankruptcy
case;
-- For work performed for the Debtors in 2023, the firm's
hourly rates are as follows:
Partners $825 - $1,595
Associates and Counsel $505 - $915
Paraprofessionals $375
Case Clerks $195
-- Morris and the Debtors are working on a budget and staffing
plan for these Chapter 11 cases.
The firm can be reached through:
Robert J. Dehney, Esq.
Morris, Nichols, Arsht & Tunnell, LLP
1201 North Market Street, 16th Floor
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: mharvey@mnat.com
About Allegiance Coal USA Limited
Allegiance Coal USA Limited is a listed Australian company focused
on seaborne met coal mine development and operations, with
operating mines in southeast Colorado, central Alabama, as well as
a development project in northwest British Columbia.
Allegiance and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10234) on
Feb. 21, 2023. In the petition signed by its chief executive
officer, Jonathan Romcke, Allegiance disclosed up to $100 million
in assets and up to $50 million in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, LLP as bankruptcy counsel; and CRS Capstone
Partners, LLC as investment banker and financial advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Whiteford Taylor & Preston, LLP.
AMN HEALTHCARE: S&P Upgrades ICR to 'BB+', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its ratings, including the issuer credit
rating to 'BB+' from 'BB', on AMN Healthcare Services Inc. (AMN).
The issue-level rating on the senior secured debt is 'BBB-'. The
recovery on this debt remains '1', indicating prospects for very
high (90%-100%; rounded estimate: 95%) recovery in the event of
default. S&P raised the rating on AMN's unsecured debt to 'BB-'
from 'B+'. The '6' recovery rating on this debt indicates its
expectation for negligible (0%-10%; rounded estimate: 5%) recovery
prospects in the event of default.
S&P said, "The stable outlook reflects our belief that AMN will
benefit from continued growth and maturation of its business,
supported by stronger demand, labor challenges, and its market
leadership position, leading to sustained improved credit metrics.
We believe the company's disciplined growth strategy through
acquisitions will keep leverage under 2.5x.
"The upgrade reflects our view that AMN will continue to generate
steady cash flow, maintain adjusted leverage of 1.5x-2.5x, and
remain disciplined in its approach toward acquisitions and share
buybacks.AMN's 2022 operating performance exceeded our
expectations, with demand for the company's services remaining
strong despite moderating bill rates. Bill rates in fourth-quarter
2022 declined by about 23% from the peak in first-quarter 2022 and
we expect bill rates to normalize further from levels in
first-quarter 2022. However, we expect rates to remain at least 45%
higher than pre-pandemic levels. Although we expect further
normalization of bill rates in 2023, we expect AMN to generate
annual free operating cash flow (FOCF) in the range of $350 million
to $400 million in 2023 and 2024, as the company benefits from
continued solid demand and a strong competitive position.
"AMN's S&P Global Ratings-adjusted leverage for 2022 was
significantly lower than our expectations at 1.1x, though we expect
adjusted leverage to increase by about half a turn in 2023 as
top-line and EBITDA decline due to a moderation in bill rates. We
expect AMN will likely pursue tuck-in acquisition along with share
buybacks of about $400 million in 2023 and 2024. Although we expect
the company to continue to pursue acquisitions and thus increase
adjusted leverage for 2023 and 2024, we believe that AMN has
sufficient cushion from its publicly stated leverage target of
2.0x-2.5x."
AMN has a strong competitive position within the workforce
solutions provider industry; however, it lacks scale and
diversification compared to other similar rated peers. S&P said,
"We believe that AMN's strong market position helps it provide
skilled nurses and its ability to use technology to provide an
entire suite of workforce solutions to its clients in the face of
inherent industry challenges benefitted its position compared to
smaller players. However, we view its scale and diversification as
more limited than similar rated peers like Universal Health
Services Inc. (BB+/Stable/--), and Charles River Laboratories
International Inc. (BB+/Stable/--)."
Over the past couple of years, AMN has evolved from a traditional
staffing company to a workforce solutions provider providing a
broad array of services and workforce solutions through managed
services programs (MSPs) and vendor management systems (VMS). These
programs provide medical language interpretation services,
predictive labor analytics, workforce optimization technology and
consulting, clinical labor scheduling, recruitment process
outsourcing, revenue cycle solutions, and credentialing software
services. It also has strong digital health capabilities, with AMN
Passport. This makes it more diversified than other health care
staffing companies we rate. S&P said, "We believe AMN will focus on
improving MSP fill rates and cater to demand in 2023 and 2024. We
also expect it to invest in digital and technological advancements
that will enable it to improve fill rates and better service its
clients." The growth in technology-enabled services which are
generally high margin will also help improve its EBITDA margin,
slightly offsetting a decline from bill rates.
A key risk is if providers find alternative solutions to expensive
travel nurses. Providers generally rely on temporary staff as it
gives some flexibility and control over their workforce. During the
pandemic, providers had little choice and had to pay much higher
bill rates for temporary nurses. Bill rates for the industry are
trending modestly lower and providers are seeking innovative ways
to lower these costs or manage services to limit temporary staff.
S&P expects the industry to remain volatile, with much uncertainty
as to where the bill rates will settle in the near to medium term
as providers search for new ways to reduce health care expenses.
S&P said, "Our stable outlook on AMN reflects our belief that
adjusted leverage will remain in the 1.5x-2.5x range, and that it
will generate steady cash flow despite bill rates that will likely
normalize further in 2023 but remain above pre-pandemic levels.
This also incorporates our belief that AMN's financial policy will
be conservative and will follow disciplined approach toward
acquisition.
"We could consider downgrading AMN if its adjusted leverage exceeds
2.5x, likely from weakening financial performance or more
aggressive acquisition activity than we anticipate.
"Although highly unlikely over the next 12 months, we could raise
the rating if AMN is able to enhance scale and business remains
strong and diversified, providing it significant competitive
advantage which allows it to mitigate rate declines, regulatory
hurdles, or recession risks. This scenario includes the company's
willingness to maintain adjusted leverage below 1.5x, including a
disciplined approach toward acquisitions or share buybacks."
ESG credit indicators: E-2, S-2, G-2
ANDERBY BREWING: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the North District of Georgia,
Atlanta Division, authorized Anderby Brewing, LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 20% variance.
The Debtor requires the use of cash collateral to pay employees,
rent, utilities, vendors who provide raw materials and supplies,
insurers, and other ordinary expenses.
A review of the Uniform Commercial Code Financing Statements filed
as to the Debtor in the Georgia Superior Court Clerk Cooperative
UCC index shows that several entities might potentially assert an
interest in cash collateral which are the U.S. Small Business
Administration, U.S. Bank Equipment Finance, and Pawnee Leasing
Corporation.
An unknown entity asserts a security interest in the Debtor's
inventory, goods, merchandise, raw materials, supplies, other
tangible personal property, accounts, and accounts receivable under
a UCC Financing Statement filed on December 30, 2022, GSCCC File
No. 038-2022-037873, which did not list the name of the secured
creditor. This unknown entity might assert an interest in the cash
collateral.
As adequate protection, the creditors are granted valid, perfected
and enforceable security interest with the same validity, to the
same extent, and with the same priority as its pre-petition liens.
The Replacement Liens granted: (i) are in addition to all security
interests, liens and rights of set-off existing in favor of Lender
on the Petition Date; (ii) are valid, perfected, enforceable and
effective as of the date of the entry of the Interim Order without
any further action by the Debtor or Lender and without the
necessity of the execution, filing or recordation of any financing
statements, security agreements, filings with the U.S. Patent and
Trademark Office, mortgages or other documents; and (iii) will
secure the payment of indebtedness to Lender, as the case may be,
in an amount equal to the aggregate cash collateral used or
consumed by the Debtor other than the cash collateral paid to the
Lender.
The Debtor will at all times maintain insurance in the form and to
the extent required under the Loan Documents.
These events constitute an "Event of Default:"
(a) Failure of Debtor to abide by the terms, covenants, and
conditions of the Interim Order or the Budget;
(b) Failure to maintain insurance;
(c) Payment to an insider of the Debtor of Cash Collateral
without authorization by Lender and the Court, other than the
ordinary wages of Michell Smelt;
(d) Appointment of a Chapter 11 trustee; or
(f) Conversion of the case to a case under Chapter 7.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/40QjsC7 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$72,090 for April 2023;
$73,533 for May 2023;
$73,000 for June 2023;
$75,100 for July 2023; and
$75,222 for August 2023.
About Anderby Brewing, LLC
Anderby Brewing, LLC owns and operates a brewery in Peachtree
Corners, Georgia. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-51983) on
March 1, 2023. In the petition signed by Michael Preston Smelt,
president, the Debtor disclosed up to $1 million in both assets and
liabilities.
Judge Sage M. Sigler oversees the case.
Michael D Robl, Esq., at Robl Law Group LLC, represents the Debtor
as legal counsel.
APOLLO ENDOSURGERY: Incurs $39.8 Million Net Loss in 2022
---------------------------------------------------------
Apollo Endosurgery, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$39.84 million on $76.85 million of revenues for the year ended
Dec. 31, 2022, compared to a net loss of $24.68 million on $62.99
million of revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $110.23 million in total
assets, $77.64 million in total liabilities, and $32.59 million in
total stockholders' equity.
Apollo Endosurgery said, "We have experienced operating losses
since inception and have an accumulated deficit of $337.3 million
as of December 31, 2022. To date, we have funded our operating
losses and acquisitions through equity offerings, term loans, and
the issuance of debt instruments. Our ability to fund future
operations and meet debt covenant requirements will depend upon our
level of future revenue and operating cash flow and our ability to
access future draws on our existing credit facility, or additional
funding through either equity offerings, issuances of debt
instruments or both."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001251769/000125176923000006/apen-20221231.htm
About Apollo Endosurgery
Apollo Endosurgery, Inc. -- http://www.apolloendo.com-- is a
medical technology company focused on less invasive therapies to
treat various gastrointestinal conditions, ranging from
gastrointestinal complications to the treatment of obesity.
Apollo's device-based therapies are an alternative to invasive
surgical procedures, thus lowering complication rates and reducing
total healthcare costs. Apollo's products are offered in over 75
countries and include the OverStitch Endoscopic Suturing System,
the OverStitch Sx Endoscopic Suturing System, and the ORBERA
Intragastric Balloon.
Apollo Endosurgery a net loss of $22.61 million for the year ended
Dec. 31, 2020, and a net loss of $27.43 million for the year
ended Dec. 31, 2019.
ASSOCIATED ASPHALT: S&P Downgrades ICR to 'CCC+', On Watch Dev.
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Associated
Asphalt Partners LLC (AA) to 'CCC+' from 'B-' and placed it on
CreditWatch with developing implications.
At the same time, S&P lowered its issue-level rating on the
company's senior secured term loan to 'CCC+' from 'B-'. The
'3'(65%) recovery rating is unchanged.
The CreditWatch placement reflects the uncertainty around the
timing of AA's refinancing of its $350 million term loan B (TLB)
due April 5, 2024.
The downgrade reflects S&P's expectation that AA may face
difficulty in refinancing the upcoming maturity of its TLB.
S&P said, "In our view, the company will not have sufficient
liquidity to repay its TLB in 2024. As of Dec 31, 2022, AA had
approximately $0.5 million of cash on hand. Additionally, if the
TLB is not refinanced at least six months before its maturity date,
the maturity of the company's asset-based lending (ABL) facility
will accelerate to Dec. 5, 2023. As of Dec. 31, 2022, AA had about
$81 million of outstanding borrowings on the $250 million ABL. The
company typically borrows from its ABL during the winter months and
repays the outstanding borrowings throughout the year. We expect AA
will pursue a refinancing before the maturity date, though the
timing of any future transaction remains uncertain at this time and
will be subject to market conditions. Nonetheless, We believe the
company is dependent on favorable market conditions to refinance
the upcoming maturity at satisfactory terms.
"We now expect S&P Global Ratings-adjusted debt to EBITDA of
5.5x-6.0x in 2023 and 6.5x-7.0x in 2024.
"We previously forecast AA's debt to EBITDA would be in the
6.5x-7.0x range in 2023; however, our current base-case forecast
assumes relatively flat volumes in 2023 compared with the prior
year and continued strong margins due to a favorable commodity
price environment. 2022 was a particularly strong year for the
company because its winter fill strategy allowed it to improve its
margins, particularly during the peak paving season. We expect AA
will maintain better-than-average margins in 2023, amid the
supportive commodity price outlook, before they normalize toward
mid-cycle levels in 2024. We estimate the company will generate
minimal free cash flow in 2023. Despite the expected improvement in
its credit metrics and performance, we do not anticipate these
factors will be sufficient to mitigate AA's refinancing risk.
"The CreditWatch developing placement reflects the uncertainty
around the timing of AA's refinancing of its $350 million TLB due
April 5, 2024. If the company does not refinance or extend its term
loan maturity--and is unable to avoid triggering the springing
maturity on its ABL--we could lower our rating within 90 days.
Alternatively, if AA improves its liquidity by completing a
refinancing in the next few months, we could raise our rating to
'B-'."
ATLAS HEAVY: Taps CBH Attorneys & Counselors as Bankruptcy Counsel
------------------------------------------------------------------
Atlas Heavy Engine Co. seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to employ CBH Attorneys
& Counselors, PLLC to serve as legal counsel in its Chapter 11
case.
The firm's services include:
a. providing the Debtor with legal advice regarding its duties
and responsibilities under the Bankruptcy Code;
b. assisting in the preparation of bankruptcy schedules and
statement of affairs;
c. assisting in the preparation of financial statements,
balance sheets and business plans;
d. drafting pleadings necessary to further the Debtor's goal
of successfully obtaining confirmation of a Chapter 11 plan;
e. researching legal issues that may arise during the course
of the Debtor's bankruptcy proceedings;
f. pursuing claims of the Debtor against third parties,
including, but not limited to, preferences, fraudulent conveyances
and accounts receivable;
g. representing the Debtor with regard to any actions brought
against it by third parties in the bankruptcy proceedings;
h. assisting in negotiating with creditors, preparing a plan
of reorganization, and pursuing confirmation of the plan;
i. drafting a plan of reorganization with a likelihood of
confirmation; and
j. obtaining confirmation of a plan of reorganization.
The firm will be paid at these rates:
Partners $375 per hour
Associates $250 per hour
Paralegals $150 per hour
CBH received a retainer in the amount of $25,000.
Steven Bylenga, Esq., a partner at CBH, disclosed in a court filing
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Steven M. Bylenga, Esq.
CBH Attorneys & Counselors, PLLC
25 Division Ave. S. Suite 500
Grand Rapids, MY 49508
Phone: (616) 608-3061
Fax: (616) 719-3782
Email: nikki@chasebylenga.com
About Atlas Heavy Engine Co.
Atlas Heavy Engine Co. provides diesel engines and diesel engine
parts. The company is based in Niles, Mich.
Atlas Heavy Engine sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-00530) on March 14,
2023, with $1,107,418 in assets and $4,253,558 in liabilities.
Richard J. Campbell, president and member of Atlas Heavy Engine,
signed the petition.
Judge Scott W. Dales oversees the case.
Steven M. Bylenga, Esq., at CBH Attorneys & Counselors, PLLC
represents the Debtor as legal counsel.
ATLAS LITHIUM: Incurs $5.7 Million Net Loss in 2022
---------------------------------------------------
Atlas Lithium Corporation has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $5.66 million on $6,765 of revenue for the year ended Dec.
31, 2022, compared to a net loss of $4.03 million on $10,232 of
revenue for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $5.68 million in total assets,
$2.87 million in total liabilities, and $2.81 million in total
stockholders' equity.
Atlas Lithium said, "Our future short- and long-term capital
requirements will depend on several factors, including but not
limited to, the rate of our growth, our ability to identify areas
for mineral exploration and the economic potential of such areas,
the exploration and other drilling campaigns needed to verify and
expand our mineral resources, the types of processing facilities we
would need to install to obtain commercial-ready products, and the
ability to attract talent to manage our different areas of
endeavor. To the extent that our current resources are insufficient
to satisfy our cash requirements, we may need to seek additional
equity or debt financing. If the needed financing is not
available, or if the terms of financing are less desirable than we
expect, we may be forced to scale back our existing operations and
growth plans, which could have an adverse impact on our business
and financial prospects and could raise substantial doubt about our
ability to continue as a going concern."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001540684/000149315223009846/form10-k.htm
About Atlas Lithium
Atlas Lithium Corporations formerly Brazil Minerals, Inc. is a
mineral exploration and development company with lithium projects
and exploration properties in other critical and battery minerals,
including nickel, rare earths, graphite, and titanium, to power the
increased demand for electrification in its daily living, as
exemplified by the rise in demand for electric vehicles, and
simultaneous transition away from fossil fuels. The Company's
current focus is on developing its hard-rock lithium project
located in Minas Gerais State in Brazil at a well-known, premier
pegmatitic district in Brazil.
Brazil Minerals a net loss of $1.55 million for the year ended Dec.
31, 2020, a net loss of $2.08 million for the year ended Dec.
31, 2019, and a net loss of $1.85 million for the year ended Dec.
31, 2018.
BARTECH GROUP: Court OKs Cash Collateral Access Thru April 28
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized the BarTech Group of Illinois, Inc. to
use cash collateral on a further interim basis through April 28,
2023, substantially in accordance with the budget.
BarTech is authorized to continue using cash collateral to pay all
expenses the Debtor incurred in the operation of their ongoing
business post-petition -- or if incurred pre-petition, those
expenditures authorized by a specific Court order -- pending the
final hearing on the Motion.
The final hearing on the matter is set for April 26 at 9:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3JZEjMG from PacerMonitor.com.
The Debtor projects total cash out, on a weekly basis, as follows:
$249,965 for the week ending April 7, 2023;
$249,965 for the week ending April 14, 2023;
$269,654 for the week ending April 21, 2023;
$248,465 for the week ending April 28, 2023; and
$248,465 for the week ending May 5, 2023.
About The BarTech Group of Illinois Inc.
The BarTech Group of Illinois Inc. -- https://www.bartechgroup.biz
-- is an MBE- and DBE-certified electrical construction
contractor.
The BarTech Group of Illinois Inc. filed a petition for relief
under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case No. 22-10945) on Sept. 23, 2022. In the petition
filed by Dwayne Barlow, as president, the Debtor reported assets
between $500,000 and $1 million and estimated liabilities between
$1 million and $10 million.
William B. Avellone has been appointed as Subchapter V trustee.
Judge Timothy A. Barnes oversees the case.
Alan L. Braunstein, Esq., at Riemer Braunstein LLP is the Debtor's
counsel. Ringold Financial Management Services, Inc., is the
financial advisor.
BIOPLAN USA: S&P Upgrades ICR to 'CCC+', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its issuer-credit rating on Bioplan USA
Inc. (doing business as Arcade Beauty) to 'CCC+' from 'D'
(default). At the same time, S&P assigned its 'B' issue-level
rating to the priority secured term loan and its 'CCC+' issue-level
rating to the secured takeback term loan.
The stable outlook reflects S&P's expectations that Bioplan's
marginal revenue and EBITDA growth over the next two years will
provide the company an opportunity to improve its cash generation
and stabilize its cash balances by 2024, thus avoiding a covenant
breach or payment default scenario under its new post-restructuring
debt structure.
The out-of-court debt restructuring substantially reduced the
company's reported debt burden and extended debt maturities. In
March 2023, Bioplan restructured its debt burden by swapping debt
for equity and receiving a new capital injection by certain
lenders. The company replaced its previous debt structure totaling
roughly $385 million with a $50 million priority secured term loan
due 2027 and $160 million secured takeback term loan due 2028.
There is no revolver in the new debt structure. The new priority
loan bears interest at SOFR plus 10%. The takeback loan bears
interest at either SOFR plus 7.75% cash interest or SOFR plus a
cash/payment-in-kind (PIK) interest rate ladder determined on an
annual basis. Both facilities are subject to a 4% SOFR floor. The
new debt meaningfully pushes out the company's debt maturities and
the option to choose partial PIK interest allows the company some
flexibility in its cash use at the expense of a higher debt
balance.
S&P said, "We believe the new debt capital structure is still
unsustainable due to high cash interest costs and negative cash
flow expectations over the next two years. Even with the debt
restructuring, we expect the company's debt burden to remain heavy
and its interest costs will remain very high, leaving the company
dependent on favorable business and economic conditions to
comfortably service its debt burden long term. While we do not
expect a payment default or debt restructuring over the next 12
months, the new interest burden will be substantial with run-rate
annual interest costs over $25 million assuming interest is paid in
all cash. This high interest cost combined with our assumptions for
EBITDA margins in the 14% area as well as the cash taxes and
capital expenditures leads us to expect negative, albeit improving,
reported free operating cash flow (FOCF) over the next two years.
Likewise, S&P Global Ratings-adjusted leverage will remain elevated
in the high-5x area in 2023 and 2024. As a result, the company will
be reliant on its pro-forma cash balance of about $40 million to
service its expected cash shortfall.
"Bioplan operates in a niche business, which is sensitive to client
demands, retail challenges, and other sources of volatility.
Bioplan operates in the beauty, fragrance, and personal-care
industry and is a leading provider in the global product sampling
market with significant exposure to international markets--Europe,
Latin America and Asia, generating over 60% of revenue as of Sept.
30, 2022. The company holds a strong position in the global
sampling market, but we view this market as very niche and subject
to competition and market dynamics. In the past, the company has
not only faced intense industry competition but also periodic
declines in its revenue base from lower demand in volumes for its
various products by certain customers. In addition, Bioplan also
competes with the in-house capabilities at its clients who
periodically assess the merits of outsourcing or in-sourcing the
production of their sampling and marketing products. Furthermore,
its client base is concentrated in the retail industry and exposed
to consumer-packaged goods (CPG) clients, which are facing secular
pressures and frequently pursue cost rationalization strategies. We
view product sampling as a secondary marketing strategy for most of
Bioplan's clients, making the company more vulnerable to changing
marketing budgets and macroeconomic conditions, such as declining
consumer spending during a recession. In addition, the company is
exposed to other economic factors such as foreign exchange rate
fluctuations and potential global supply chain disruptions. The
company also has significant client concentration risk, with its
top 10 clients accounting for most of total revenue. Partially
offsetting some of the competitive threats are Bioplan's
established relationships with blue-chip customers and its global
footprint, which helps support international marketing campaigns.
"We revised our financial policy assessment to neutral from FS-6.
As part of the debt for equity swap, the company's previous equity
owners have been wiped out and certain pre-restructuring lenders
now own the company. Current ownership is split among a diverse
group of these previous lenders, several of whom now hold
individual seats on the board of directors. No individual equity
owner holds more than 25% ownership. As such, we no longer view the
company as financial sponsor controlled, and we revised our
financial policy assessment to neutral.
"The stable outlook reflects our expectations that Bioplan's
marginal revenue and EBITDA growth over the next two years will
provide the company an opportunity to improve its cash generation
and stabilize its cash balances by 2024, thus avoiding a covenant
breach or payment default scenario under its new post-restructuring
debt structure."
S&P could lower its rating on Bioplan if:
-- S&P expects a payment default scenario within 12 months.
-- S&P expects the company to pursue a debt restructuring.
S&P said, "While unlikely over the next 12 months, we could raise
our ratings on Bioplan if the company is able to stem the revenue
declines and maintain revenue growth across its product lines and
regions, such that adjusted leverage declines well below 6.0x while
FOCF to debt rises and stays above 3%."
ESG credit indicators: To E-2, S-2, G-2; From E-2, S-2, G-3
S&P revised its governance risk indicator to G-2 from G-3 to
reflect our view that the company is no longer financially sponsor
owned. Its current equity owners are comprised of pre-restructuring
lenders. No equity holder owns more than 25% of the company.
BLANK LABEL: Gets OK to Hire Pashman as Bankruptcy Counsel
----------------------------------------------------------
Blank Label Group, Inc. and its affiliates received approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Pashman Stein Walder Hayden, P.C. as bankruptcy counsel.
The Debtors require legal counsel to:
a. provide advice in the areas of restructuring and bankruptcy;
b. take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions by the
Debtors, the defense of any actions commenced against the Debtors,
negotiations concerning litigation in which the Debtors are
involved, and objections to claims filed against the estates;
c. prepare or coordinate preparation of legal papers;
d. advise the Debtors regarding their rights and obligations;
e. coordinate with the Debtors' other professionals in
representing the Debtors in connection with their Chapter 11 cases;
and
f. perform all other necessary legal services.
The firm will be paid at these rates:
Partners $502 to $808 per hour
Of Counsel $476 to $723 per hour
Special Counsel $638 to $638 per hour
Counsel $434 to $583 per hour
Associates $340 to $468 per hour
Paraprofessionals $320 to $320 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received payments of $35,000, $25,000, and $8,389.25 on
Oct. 28, 2022, Jan. 23, 2023, and March 2, 2023, respectively.
Joseph Barsalona II, Esq., a partner at Pashman, 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:
Joseph C. Barsalona II, Esq.
Pashman Stein Walder Hayden, P.C.
1007 North Orange St., 4th Floor, Suite 183
Wilmington, DE 19801-1242
Telephone: (302) 592-6496
Email: jbarsalona@pashmanstein.com
About Blank Label Group
Boston-based Blank Label Group, Inc. and its affiliates filed their
voluntary petitions for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 23-10286) on March 8, 2023. In the petition signed by its
managing chairman, Fan Bi, Blank Label Group reported $500,000 to
$1 million in assets and $1 million to $10 million in liabilities.
Judge John T. Dorsey oversees the case.
Pashman Stein Walder Hayden, P.C. serves as the Debtor's legal
counsel.
BLUE LEMON SHANDY: Hires Vanden Bos & Chapman as Legal Counsel
--------------------------------------------------------------
Blue Lemon Sandy LLC seeks approval from the U.S. Bankruptcy Court
for the District of Oregon to hire Vanden Bos & Chapman, LLP as its
counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the operation of its business;
(b) institute such adversary proceedings as are necessary in
the case;
(c) represent the Debtor generally in the proceedings and to
propose on behalf of Debtor necessary legal papers; and
(d) perform all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Ann K. Chapman, Managing Partner $495
Douglas R. Ricks, Partner $450
Christopher N. Coyle, Partner $440
Colleen A. Lowry, Associate $400
Certified Bankruptcy Assistants $285
Legal Assistants $170
Douglas Ricks, Esq., a partner at Vanden Bos & Chapman, disclosed
in a court filing that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Douglas R. Ricks, Esq
Vanden Bos & Chapman, LLP
319 SW Washington St., Ste. 520
Portland, OR 97204
Telephone: (503) 241-4869
Facsimile: (503) 241-3731
Email: doug@vbcattorneys.com
About Blue Lemon Sandy
Blue Lemon Sandy LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Ore. Case No. 23-30595) on March
21, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. Douglas R. Ricks, Esq. at Vanden Bos &
Chapman, LLP represents the Debtor as counsel.
BLUE LEMON: Seeks to Hire Vanden Bos & Chapman as Legal Counsel
---------------------------------------------------------------
Blue Lemon, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Oregon to hire Vanden Bos & Chapman, LLP to handle
its Chapter case.
The hourly rates of the firm's attorneys and staff are as follows:
Ann K. Chapman, Managing Partner $495
Douglas R. Ricks, Partner $450
Christopher N. Coyle, Partner $440
Colleen A. Lowry, Associate $400
Certified Bankruptcy Assistants $285
Legal Assistants $170
Douglas Ricks, Esq., a partner at Vanden Bos & Chapman, disclosed
in a court filing that his firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Douglas R. Ricks, Esq.
Vanden Bos & Chapman, LLP
319 SW Washington St., Ste. 520
Portland, OR 97204
Telephone: (503) 241-4869
Facsimile: (503) 241-3731
Email: doug@vbcattorneys.com
About Blue Lemon
Blue Lemon, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ore. Case No. 23-30596) on March 21,
2023, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. Judge David W. Hercher oversees the case.
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP represents the
Debtor as counsel.
BOARDRIDERS INC: Moody's Puts 'Caa2' CFR on Review for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed Boardriders, Inc.'s ratings on
review for upgrade following the announcement [1] that Authentic
Brands Group has made a binding offer to acquire Boardriders. The
Boardriders ratings on review include its Caa2 Corporate Family
Rating, Caa2-PD Probability of Default Rating, Caa1 senior secured
super priority credit facility rating, and Caa3 senior secured bank
credit facility rating.
Authentic Brands Group is acquiring Boardriders in a transaction
valued at approximately $1.25 billion. Moody's expects Boardriders'
debt will be fully paid off at closing, since the company's credit
agreements include a change of control provision, and the
acquisition consideration substantially exceeds the company's $740
million of outstanding debt as of January 31, 2023. Moody's will
withdraw all of Boardriders' ratings upon full extinguishment of
the company's debt. The transaction is expected to close in Q3
2023.
A list of Affected Credit Ratings is available at
https://bit.ly/3MkhSVj
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Boardriders' ratings were placed on review for upgrade based on its
likely acquisition by Authentic Brands Group (ABG Intermediate
Holdings 2 LLC, B2 positive), which has a stronger credit profile.
Boardriders, Inc. designs and distributes branded apparel,
footwear, accessories, and related products under six primary
brands including Quiksilver, Billabong, ROXY, DC Shoes, RVCA and
Element. The company is majority owned by funds managed by Oaktree
Capital Management, L.P. Revenue was approximately $1.8 billion for
the twelve months ended January 31, 2023.
The principal methodology used in these ratings was Apparel
published in June 2021.
BOXED INC: Seeks Cash Collateral Access
---------------------------------------
Boxed Inc. and its affiliates ask the U.S. Bankruptcy Court for the
District of Delaware for authority to use cash collateral, in which
Alter Domus (US) LLC, as administrative agent and as collateral
agent, holds an interest on the collective behalf of the
Prepetition First Lien Secured Lenders.
The Debtor requires the use of cash collateral to pay wages and
benefits, taxes and fees, rent, and invoices for goods and
services, and other obligations that will come due during the
interim period.
As of the Petition Date, the Debtors have approximately $147
million in aggregate outstanding funded debt obligations:
$41.5 million
On August 4, 2021, Boxed, Inc. and Boxed, LLC entered
into a first lien term loan facility pursuant to a
credit agreement with Alter Domus as administrative
agent. Shortly prior to the Petition Date, to support
a continued forbearance by the Prepetition First Lien
Secured Lenders under the First Lien Credit Agreement,
the Debtors paid down $4 million on the First Lien
Term Loan and, as of the Petition Date, about $41.5
million in principal amount of the First Lien Term
Loan remains outstanding.
$43 million
On January 20, 2023, Boxed, Inc. and Boxed, LLC
entered into a second lien term loan facility
pursuant to a credit agreement with Wilmington Savings
Fund, FSB, as administrative agent. Boxed, LLC
borrowed $10 million and agreed to exchange $32.4
million of Convertible Notes held by the Second Lien
Term Lenders on a dollar-for-dollar basis. The Second
Lien Term Loans mature on December 14, 2026. As of
the Petition Date, about $43 million in principal and
accrued interest remains outstanding on the Second
Lien Term Loans.
$62.6 million
In December 2021, as part of a business combination
with Seven Oaks Acquisition Corp., a Special Purpose
Acquisition Company, the Debtors were able to raise
capital through the capital markets and began trading
as a publicly listed entity on the New York Stock
Exchange. Upon consummation of the SPAC Transaction,
and in connection with the issuance of an aggregate of
$87.5 million principal amount of 7.00% Convertible
Senior Notes due 2026, Boxed, Inc., and U.S. Bank
National Association, as trustee, entered into an
indenture dated December 8, 2021, governing the
Convertible Notes. The Convertible Notes were offered
in a private placement under the Securities Act of
1933, as amended, pursuant to the convertible note
subscription agreements entered into in connection
with the SPAC Transaction. The Convertible Notes have
a maturity date of December 15, 2026, unless earlier
repurchased, redeemed, or converted. As of the
Petition Date and following exchange of the Second
Lien Lenders Convertible Notes, about $62.6 million
in principal (and accrued interest up until the
Petition Date) of the Convertible Notes remains
outstanding. The Convertible Notes are guaranteed by
Boxed, LLC. The Convertible Notes constitute senior,
unsecured obligations of Boxed and Boxed, LLC
Each of the Debtors in these Chapter 11 Cases is an obligor under
the Prepetition Credit Agreement, the Second Lien Credit Agreement
and Indenture.
Mark Zimowski, Chief Financial Officer of Boxed, Inc., relates that
on January 20, 2023, concurrently with the Debtors obtaining
financing by entering into the Second Lien Term Loan facility, the
First Lien Credit Agreement was amended to provide, among other
things, (i) a reduction of the minimum unrestricted cash covenants
from $15.0 million to $10.0 million and (ii) a waiver of the
quarterly minimum retail revenue covenant for the quarter ended
December 31, 2022. Zimowski says the Debtors are not in compliance
with the minimum unrestricted cash balance covenant as of the
Petition Date.
Zimowski relates the First Lien Credit Agreement was also amended
to permit the transactions contemplated by the Second Lien Credit
Agreement and establish certain milestones for a potential sale of
all or a portion of the Debtors' businesses in the first half of
fiscal year 2023. In particular, the
First Lien Credit Agreement, as amended, requires a sale process to
proceed along these Sale Milestones:
i. No later than February 15, 2023, delivery to the
Prepetition First Lien Secured Lenders of an indication
of interest from a third party;
ii. No later than March 1, 2023, delivery to the
Prepetition First Lien Secured Lenders of an effective
letter of intent a or signed term sheet, executed by a
bona fide third party pursuant to which the third party
agrees to purchase more than 50% of the aggregate equity
interests or assets of the Debtors for cash
consideration;
iii. No later than March 15, 2023, delivery of an executed
Sale Agreement to the Prepetition First Lien Secured
Lenders; and
iv. No later than April 14, 2023, consummation of the
transactions contemplated by the Sale Agreement.
Failure to achieve any Sale Milestone by the applicable date would
constitute an event of default under the First Lien Credit
Agreement.
As of the Petition Date, the Debtors were not in compliance with
the foregoing Sale Milestones.
According to Zimowski, the Second Lien Credit Agreement also
requires sale milestones -- nearly identical to those in the First
Lien Credit Agreement -- relating to the Sale Process and the
timeframe for achieving the milestones. In particular, the Second
Lien Credit Agreement requires the Debtors to comply with the same
sale milestones but the deadline for each milestone is seven days
later than in the First Lien Credit Agreement, thereby requiring
the Debtors to consummate the transactions contemplated in a sale
agreement by April 21. Failure to achieve the sale milestones
within those timeframes would constitute an event of default under
the Second Lien Credit Agreement.
The Debtors propose that the use of cash collateral will continue
through and including the Termination Date and not beyond, subject
to the Carve-Out and the provisions of the Interim Order.
The events that constitute an "Event of Default" include:
-- The failure of the Debtors to make any payment or
reimbursement to the Prepetition First Lien Agent or
the Prepetition First Lien Secured Lenders as and when
the payment or reimbursement becomes due or the Court's
entry of an order avoiding, disgorging, or requiring
repayment of any portion of any such payment or
reimbursement.
-- The failure of the Debtors to maintain the cash
collateral in the same accounts in which all such cash
and cash equivalents were held as of the Petition Date;
other than pursuant to a Court order.
-- The expenditure by the Debtors of cash collateral for
purposes not set forth in the Budget or in amounts
(other than in respect of the Prepetition First Lien
Secured Party Fees and Expenses) that exceed a
Permitted Variance.
-- A Final Order relating to the Debtors' use of cash
collateral will not have been entered that is in
form and substance reasonably acceptable to the
Required Prepetition First Lien Lenders on or before
25 days after the Petition Date. and
-- An order will have been entered relating to the use
of cash collateral, granting of adequate protection
to any party, or any other relief to any secured party
that is not consistent with the terms and conditions
of the Intercreditor Agreement or otherwise acceptable
in all respects to the Prepetition First Lien Agent
and Required Prepetition First Lien Lenders.
As adequate protection, the Prepetition First Lien Secured Parties
will be granted continuing, valid, binding and enforceable, fully
perfected, non-avoidable additional and replacement security
interests in and first priority and senior liens on, and security
interests in, all of the Debtors' assets.
Subject to the Carve-Out, the Professional Fees Account and only to
the extent of any Diminution in Value, the Prepetition First Lien
Secured Parties will be granted an allowed superpriority
administrative expense claim against the Debtors with priority over
any and all administrative expenses against the Debtors of the kind
specified in 11 U.S.C. 503(b) and 507(b).
A copy of the motion is available at https://bit.ly/3K4ThB3 from
PacerMonitor.com.
About Boxed, Inc.
Boxed, Inc. (OTCMKTS: BOXDQ) -- 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.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10397) on April 2,
2023. In the petition signed by Chieh Huang, chief executive
officer, the Debtor disclosed up to $500 million in both assets and
liabilities. As of December 31, 2022, the Debtors disclosed
$102,562,996 in total assets and $190,370,234 in total
liabilities.
Judge Brendan Linehan Shannon presides over the cases.
Freshfields Bruckhaus Deringer US LLP and Potter Anderson & Corroon
LLP serve as the Debtors' counsel; Solomon Partners, L.P., is
assisting in the sale process; FTI Consulting, Inc., serves as the
Debtors' financial advisor; and Epiq Corporate Restructuring, LLC
acts as claims and noticing agent.
BRIDGELINK RENEWABLE: April 28 Auction of LLC Interests Set
-----------------------------------------------------------
Under Section 9-160 of the Uniform Commercial Code as enacted in
the State of New York, a sale at a public auction will take place
on April 28, 2023, at 10:00 a.m. (EST) (i) 100% of Bridgelink
Renewable Energy Development II LLC's membership interests in these
project companies: Armadillo Solar LLC; Neal Solar LLC; Old Hickory
Solar LLC; Panther Solar LLC; Skeeter Solar LLC; Stark Battery LLC;
Switchgrass Solar LLC; BT Solterra Solar LLC; Rockefeller Solar
LLC; Cottonmouth LLC and Bridgelink Case Springs LLC as well as
(ii) all of the assets BT Solterra Solar LLC; Rockfeller Solar LLC;
and Skeetar Solar LLC, at the law offices of Allen & Overy LLP,
1221 Avenue of the Americas, New York, NY 10020.
The sale is held to enforce the rights of Knights Hill Ireland II
DAC ("Secured Party") under a certain pledge agreement dated as of
March 31, 2022, and that certain security agreement dated Sept. 30,
2022. The secured party reserves the right to reject all bids and
terminate or adjourn the sale to another time, without further
publication.
Interested parties who would like additional information regarding
the collateral, the requirements to be a "qualified bidder", the
terms of the sale and the address for the due diligence website
should contact Adil Sener or Alexander Heiman of PEI Global
Partners LLC by phone at (212) 970-5100 or by email at
Project_Denali_PEI@peigp.com.
BURRELL FARMS: Taps Law Offices of Toni Campbell Parker as Counsel
------------------------------------------------------------------
Burrell Farms and Gardens, LLC received approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
the Law Offices of Toni Campbell Parker to serve as legal counsel
in its Chapter 11 proceedings.
The normal hourly rate of Toni Campbell Parker, Esq., as attorney,
is $350 while the hourly rate of paralegals is $100.
The Law Offices of Toni Campbell Parker received a retainer in the
amount of $5,000.
As disclosed in court filings, the Law Offices of Toni Campbell
Parker is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Toni Campbell Parker, Esq.
Law Offices of Toni Campbell Parker
45 North Third Ave, Ste. 201
Memphis, TN 38103
Tel: (901) 683-0099
Email: Tparker002@att.net
About Burrell Farms and Gardens
Burrell Farms and Gardens, LLC owns a property located at 6263
Highway 54 West, Brownsville, Tenn., which is valued at $10
million.
Burrell Farms and Gardens filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tenn. Case No. 23-21037) on March 1, 2023, with $13.11 million in
assets and $3 million in liabilities. James E. Bailey, III has been
appointed as Subchapter V trustee.
Judge M. Ruthie Hagan oversees the case.
The Debtor is represented by the Law Offices of Toni Campbell
Parker.
CADIZ INC: Incurs $24.8 Million Net Loss in 2022
------------------------------------------------
Cadiz Inc. has filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss and
comprehensive loss of $24.79 million on $1.50 million of total
revenues for the year ended Dec. 31, 2022, compared to a net loss
and comprehensive loss of $31.25 million on $564,000 of total
revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $110.78 million in total
assets, $76.56 million in total liabilities, and $34.22 million in
total stockholders' equity.
The Company had working capital of $6.8 million as of Dec. 31, 2022
and used cash in operations of $18.6 million for the year ended
Dec. 31, 2022.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000727273/000143774923008639/cdzi20221231_10k.htm
About Cadiz Inc.
Founded in 1983 and headquartered in Los Angeles, California, Cadiz
Inc. -- http://www.cadizinc.com-- is a natural resources
development company dedicated to creating sustainable water and
agricultural opportunities in California. The Company owns 70
square miles of property with significant water resources in
Southern California and are the largest agricultural operation in
San Bernardino, California, where we have sustainably farmed since
the 1980s. The Company is also partnering with public water
agencies to implement the Cadiz Water Project, which was named a
Top 10 Infrastructure Project that over two phases will create a
new water supply for approximately 400,000 people and make
available up to 1 million acre-feet of new groundwater storage
capacity for the region.
Cadiz reported a net loss and comprehensive loss of $37.82 million
for the year ended Dec. 31, 2020, a net loss and comprehensive loss
applicable to common stock of $29.53 million for the year ended
Dec. 31, 2019, and a net loss and comprehensive loss of $26.27
million for the year ended Dec. 31, 2018.
* * *
This concludes the Troubled Company Reporter's coverage of Cadiz
until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level sufficient
to warrant renewed coverage.
CASH CLOUD: Committee Taps FTI Consulting as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Cash Cloud, Inc.
seeks approval from the U.S. Bankruptcy Court for the District of
Nevada to employ FTI Consulting, Inc. as its financial advisor.
The firm's services include:
a. assistance in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
b. assistance in the preparation of analyses required to
assess any proposed Debtor-In-Possession's financing or use of cash
collateral;
c. assistance with the assessment and monitoring of the
Debtors' short term cash flow, liquidity, and operating results;
d. assistance with the review of the Debtors' proposed
employee compensation and benefits programs;
e. assistance with the review of the Debtors' potential
disposition or liquidation of both core and non-core assets;
f. assistance with the review of the Debtors' cost/benefit
analysis with respect to the affirmation or rejection of various
executory contracts and leases;
g. assistance with the review of the Debtors' identification
of potential cost savings, including overhead and operating expense
reductions and efficiency improvements;
h. assistance in the review and monitoring of the asset sale
process, including, but not limited to, an assessment of the
adequacy of the marketing process, completeness of any buyer lists,
and review and quantifications of any bids;
i. assistance with review of any tax issues associated with,
but not limited to, claims/stock trading, preservation of net
operating losses, refunds due to the Debtors, plans of
reorganization, and asset sales;
j. assistance in the review of the claims reconciliation and
estimation process;
h. assistance in the review of other financial information
prepared by the Debtors, including, but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which Court approval
is sought;
j. attendance at meetings and assistance in discussions with
the Debtors, potential investors, banks, other secured lenders, the
committee and any other official committees organized in these
chapter 11 proceedings, the U.S. Trustee, other parties in interest
and professionals hired by the same, as requested;
k. assistance in the review and/or preparation of information
and analysis necessary for the confirmation of a plan and related
disclosure statement in these chapter 11 proceedings;
l. assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers and otherwise provide litigation support services as
requested by the committee;
m. assistance in the prosecution of committee
responses/objections to the Debtors' motions, including attendance
at depositions and provision of expert reports/testimony on case
issues as required by the committee; and
n. render such other general business consulting or such other
assistance as the committee or its counsel may deem necessary that
are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding.
The firm will be paid at these rates:
Senior Managing Directors $1,045 - 1,325
Directors / Senior Directors /
Managing Directors $785 - 1,055
Consultants/Senior Consultants $435 - 750
Administrative / Paraprofessionals $175 - 325
In addition, the firm will seek reimbursement for expenses
incurred.
Michael Tucker, a senior managing director at FTI, 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 A. Tucker
FTI Consulting, Inc.
4835 East Cactus Road, Suite 230
Scottsdale, AZ 85254
Telephone: +1 602 744 7144
Email: michael.tucker@fticonsulting.com
About Cash Cloud
Cash Cloud Inc., doing business as Coin Cloud, operates automated
teller machines for buying and selling Bitcoin, Ethereum, Dogecoin,
and more than 40 other digital currencies with cash, card and
more.
Cash Cloud Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-10423) on Feb. 7, 2023,
with $50 million to $100 million in assets and 100 million to $500
million in liabilities. Chris McAlary, president of Cash Cloud,
signed the petition.
Judge Mike K. Nakagawa oversees the case.
The Debtor tapped Fox Rothschild, LLP as legal counsel and
Province, LLC as financial advisor. Stretto is the claims agent.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. The committee
tapped McDonald Carano, LLP and Seward & Kissel, LLP as legal
counsels; and FTI Consulting, Inc. as financial advisor.
CASTLE BLACK: Taps Law Offices of Toni Campbell Parker as Counsel
-----------------------------------------------------------------
Castle Black, Inc. received approval from the U.S. Bankruptcy Court
for the Western District of Tennessee to employ the Law Offices of
Toni Campbell Parker to serve as legal counsel in its Chapter 11
proceedings.
The normal hourly rate of Toni Campbell Parker, Esq., as attorney,
is $350 while the hourly rate of paralegals is $100.
As disclosed in court filings, the Law Offices of Toni Campbell
Parker is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Toni Campbell Parker, Esq.
Law Offices of Toni Campbell Parker
45 North Third Ave, Ste. 201
Memphis, TN 38103
Tel: (901) 683-0099
Email: Tparker002@att.net
About Castle Black
Castle Black, Inc. owns in fee simple title seven properties
located in Memphis, Tenn., valued at $1.48 million.
Castle Black filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No.
23-21064) on March 2, 2023, with $2,150,234 in assets and
$5,314,032 in liabilities. James E. Bailey, III has been appointed
as Subchapter V trustee.
Judge M. Ruthie Hagan oversees the case.
The Debtor is represented by the Law Offices of Toni Campbell
Parker.
CHASE CUSTOM: Taps Libby O'Brien as Special Litigation Counsel
--------------------------------------------------------------
Chase Custom Homes & Finance, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Maine to employ Libby O'Brien
Kingsley & Champion LLC as its special litigation counsel.
The firm will represent the Debtor in its litigation with Jeffery
P. Zamboni, which was pending before the Maine Business and
Consumer Court (Consolidated Docket Nos. BCD-REA-2021-02 and
BCD-CIV2021-06) , involving a dispute concerning a home
construction contract to build Mr. Zamboni a residence on land he
already owned in Old Orchard Beach, Maine.
The firm will be paid at these hourly rates:
Gene R. Libby, Attorney (Partner) $405
Janet L. Wilson, Paralegal $135
As disclosed in the court filings, Libby O'Brien Kingsley does not
represent or hold an interest adverse to the Debtor or the Debtor's
estate.
The firm can be reached through:
Gene R. Libby, Esq.
Libby O'Brien Kingsley & Champion LLC
62 Portland Road, STE 17
Kennebunk, ME 04043
Phone: 207-985-1815
Fax: 207-985-7817
Email: glibby@lokllc.com
About Chase Custom Homes & Finance
Chase Custom Homes & Finance, Inc. -- https://cchfi.com --
specializes in new home construction, home renovations and
remodeling in Portland, Maine.
Chase Custom Homes & Finance filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No.
23-20032) on Feb. 16, 2023. In the petition filed by Terina Chase
as authorized party, the Debtor reported between $10 million and
$50 million in both assets and liabilities.
The Debtor tapped Bernstein Shur Sawyer & Nelson as bankruptcy
counsel; Libby O'Brien Kingsley & Champion LLC as special
litigation counsel; Purdy, Powers & Company, P.A. as accountant;
and Windsor Associates, LLC as financial advisor.
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Marcus Clegg.
CHICAGO SOUTH: Hires Bach Law Offices as Bankruptcy Counsel
-----------------------------------------------------------
Chicago South Loop Hotel Owner, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Bach Law Offices, Inc. as its bankruptcy counsel.
The firm will render these services:
(a) represent the Debtor in matters concerning negotiation
with creditors;
(b) prepare a plan and disclosures statement;
(c) examine and resolve claims filed against the estate;
(d) prepare and prosecute adversary matters; and
(e) represent the Debtor in matters before this court.
The hourly rates of the firm's counsel are as follows:
Paul M. Bach $425
Penelope N. Bach $425
The firm received an initial retainer in the amount of $9,150.
Paul Bach, Esq., an attorney at Bach Law Offices, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul M. Bach, Esq.
Bach Law Offices, Inc.
P.O. Box 1285
Northbrook, IL 60065
Telephone: (847) 564-0808
Facsimile: (847) 564-0985
Email: pnbach@bachoffices.com
About Chicago South Loop Hotel Owner
Chicago South Loop Hotel Owner, LLC operates public hotels and
motels.
Chicago South Loop Hotel Owner, LLC filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ill. Case No. 23-02595) on Feb. 27, 2023. The petition was signed
by Todd Hansen as manager. At the time of filing, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.
Judge Lashonda A. Hunt presides over the case.
Penelope N. Bach, Esq. at Bach Law Offices, Inc. represents the
Debtor as counsel.
CINEWORLD GROUP: Calls Off Sale, Nears Chapter 11 Exit
------------------------------------------------------
Tim Baysinger of Axios Pro reports that Cineworld is nearing the
end of its bankruptcy process, and it's looking like the company
will emerge mostly intact.
While Cineworld is still entertaining offers for its "Rest of
World" theaters in Eastern Europe and Israel, a sale of the full
company "effectively has been terminated," Cineworld's lawyer
Joshua Sussberg told a judge during a court hearing Tuesday.
Two buyers from the private equity world appeared over the weekend
for those businesses: Elliott Management and CVC Capital Partners.
Elliott had previously weighed a bid for the whole company.
Binding bids are due on April 5, 2023 at which point Cineworld and
its creditors will either negotiate a stalking horse and conduct an
auction or walk away.
The theater industry is off to its best start since 2019, as it
continues its upswing out of pandemic-era closures that battered
Cineworld and its main competitor AMC.
Buoyed by strong performances from sequels to "Avatar," "Creed,"
"Scream" and "John Wick," the box office is pacing ahead of last
year by 25% with more than $1.6 billion in ticket sales. Both
Cineworld and AMC are banking on the continued resurgence as
studios release more movies on the big screen.
AMC, which has seen its stock price plummet 83% over the last 12
months, has been able to avoid Cineworld's fate mostly due to
retail investors pouring in money as part of the "meme-stock"
craze.
Cineworld would still retain its status as the second-largest
theater owner globally if it sold off its Eastern Europe and Israel
theaters, which incorporate its Cinema City and Planet chains.
Those two chains make up 1,144 screens, compared to the 8,045
screens Cineworld owns from its Regal, Picturehouse and namesake
chains in the U.S. and U.K.
Cineworld acquired Cinema City in 2014, which at the time was the
largest theater operator in central and Eastern Europe.
Cineworld expects to file its bankruptcy exit plan Wednesday after
it reached a deal with its creditors that will cut billions of
dollars of debt from its balance sheet. It will file its
restructuring support agreement as well.
Bloomberg reported earlier this week that the plan would include a
new CEO in place of Mooky Greidinger, who ran the company for nine
years, as well as a new board and executive team.
About Cineworld Group
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the United States.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt. Judge Marvin
Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsels; PJT Partners, LP as investment banker;
AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP
as tax services provider. Kroll Restructuring Administration, LLC
is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23,
2022. The committee tapped Weil, Gotshal & Manges, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI
Consulting, Inc., as financial advisor; and Perella Weinberg
Partners, LP as investment banker.
CLOUD SOFTWARE: S&P Rates New $3.8376BB Sec. 2nd-lien Notes 'B-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '5'
recovery rating to Cloud Software Group Inc.'s (formerly TIBCO
Software Inc.) proposed $3.8376 billion senior secured second-lien
notes due September 2029. The '5' recovery rating indicates S&P's
expectation for modest (10%-30%; rounded estimate: 15%) recovery in
the event of a default. Under the proposed transaction, the company
will use the proceeds from these notes, together with cash on hand,
to refinance all of the outstanding borrowings under the existing
second-lien bridge facility issued in connection with its recent
merger and held by respective affiliates of the bank group that
supported the leveraged buyout (LBO).
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to Cloud Software's previously issued
first-lien euro-denominated term loans, which include a EUR500
million term loan it used to finance the merger and an incremental
term loan B (EUR250.0 million of aggregate principal) it issued on
Jan. 27, 2023. The '3' recovery rating indicates our expectation
for meaningful (50%-70%; rounded estimate: 55%) recovery in the
event of a payment default. The company used the proceeds from the
incremental term loan to repay approximately $271.4 million of the
principal outstanding on its $2.5 billion first-lien term loan A
due 2028, which it issued at the time of the merger.
"Following these transactions, we anticipate that Cloud Software's
capital structure will continue to comprise about $15 billion of
funded debt, which is roughly unchanged relative to its
pre-transaction debt levels and our previous expectations.
"Although the company has only released financial information for
fiscal year 2022 following the close the merger, the available data
appears consistent with our original expectations. This includes
our expectation that management would achieve $485 million of cost
synergies by year-end 2023 (a key consideration embedded in our
current ratings) through the elimination of duplicate general and
administrative (G&A) functions, offshoring research and development
(R&D), and improving sales efficiency (plus the benefit from $115
million of cost savings Citrix already realized under its November
2021 restructuring program).
"Since the close of the merger, Cloud Software has made significant
progress in integrating Citrix and TIBCO, including actioning
roughly $432 million of its targeted $485 million of cost savings.
While this puts the company slightly ahead of our initial
expectations, there remain uncertainties regarding the timing of
any remaining cash outflows tied to its recent actions, the costs
to achieve the remaining synergies, and the long-term impact of the
merger on its customer relationships and future operating
prospects. However, its progress tempers the risk of integration
missteps and cost-saving delays and bolsters our confidence that
its improving profitability and cash flow generation will support a
gradual reduction in its leverage to about 8.5x by the end of
fiscal year 2024.
"As such, our 'B' issuer credit rating and stable outlook on Cloud
Software, as well as our 'B' issue-level rating and '3' recovery
rating on its $4.05 billion first-lien term loan B due 2029, $4.0
billion of first lien notes due 2029, 2027 Citrix rollover notes,
and $1 billion of revolving credit facilities due 2027, are
unchanged.
"The stable outlook continues to reflect our expectation that,
despite its weak credit metrics and significant debt service
requirements, the company will successfully integrate the TIBCO and
Citrix businesses, achieve its targeted cost-savings, and generate
increased profitability and cash flow to gradually reduce its S&P
Global Ratings-adjusted leverage through 2024."
ISSUE RATINGS--RECOVERY ANALYSIS:
Key analytical factors
-- S&P now assumes a capital structure including a $2.2 billion
term loan A due 2028, a $4.05 billion term loan B due 2029, a
EUR750 million term loan B due 2029, a $1 billion undrawn revolving
credit facility due 2027, $4 billion of first-lien notes due 2029,
and the 2027 Citrix rollover notes.
-- S&P's simulated default scenario assumes a payment default in
2026 due to weaker macroeconomic conditions, increased competition,
integration-related business disruptions, inefficient R&D, and
sales activities arising from cost actions that lead to the loss of
its competitive advantage.
-- S&P values Cloud Software as a going concern because it
believes that, following a payment default, its technologies,
long-standing incumbent position with its customers, and
subscription revenue base would likely hold considerable value,
which supports its expectation that the company would be
reorganized rather than liquidated.
-- S&P applies a 7x multiple to an estimated distressed emergence
EBITDA of $1.18 billion to estimate a gross enterprise value of
about $8 billion at emergence. The 7x multiple is consistent with
what we use for other technology software companies with similar
scale and market positions.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: $1.18 billion
-- EBITDA multiple: 7x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $7.84
billion
-- Valuation split (obligors/nonobligors): 39%/61%
-- Collateral value available to first-lien creditors: $6.16
billion
-- Value available to unsecured claims: $1.67 billion
-- Secured first-lien debt: $12.18 billion
--Recovery expectations: 50%-70% (rounded estimate: 55%)
-- Collateral value available to second-lien creditors: $0
million
-- Secured second-lien debt: $4.01 billion
--Recovery expectations: 10%-30% (rounded estimate: 15%)
CWGS ENTERPRISES: Moody's Lowers CFR & Senior Secured Debt to B1
----------------------------------------------------------------
Moody's Investors Service downgraded CWGS Enterprises, LLC's
("Camping World") corporate family rating to B1 from Ba3, its
probability of default rating to B1-PD from Ba3-PD and its $1.4
billion senior secured term loan and $65 million senior secured
revolving credit facility ratings to B1 from Ba3. The speculative
grade liquidity rating was lowered to SGL-3 (adequate) from SGL-2
(good). The outlook remains stable.
The downgrades reflect Moody's expectation that Camping World is
facing further declines in demand for recreational vehicles and
reduced EBITDA margins as consumers continue to pullback on
discretionary spending in the face of ongoing inflation and
sustained high interest rates, and following a pandemic driven
spike in demand. Lower EBITDA forecasts combined with higher debt
levels as a result of real estate loans put in place in late 2022
and an upsize in the term loan completed in late 2021, will result
in higher leverage and reduced EBIT/interest coverage going
forward. Moody's expects interest coverage will trend down to 2.1x
by year-end 2023 from 4.4x EBIT/interest as of December 31, 2022.
The decline in interest coverage is also being driven by higher
short-term interest rates which cause interest expense on the
company's floating rate debt to rise. Leverage is also expected to
increase with debt/EBITDA approaching about 5.0x by year-end 2023
from 3.5x at the end of 2022.
The lowering of the speculative liquidity rating to SGL-3 reflects
the impact of two years of free cash flow deficits which have
resulted in lower cash balances and reduced availability under
Camping World's committed floor plan facilities. However, the SGL-3
reflects that Moody's expects Camping World to maintain adequate
liquidity as it will return to generating positive free cash flow
primarily as a result of lower inventories and CAPEX. Adequate
liquidity is also supported by remaining availability under the
company's floor plan facilities due September 2026 and $65 million
revolving credit facility due June 2026.
Downgrades:
Issuer: CWGS Enterprises, LLC
Corporate Family Rating, Downgraded to B1 from Ba3
Probability of Default Rating, Downgraded to B1-PD from Ba3-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Senior Secured Term Loan B, Downgraded to B1 (LGD4) from Ba3
(LGD4)
Senior Secured Revolving Credit Facility, Downgraded to B1 (LGD4)
from Ba3 (LGD4)
Outlook Actions:
Issuer: CWGS Enterprises, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Camping World's B1 CFR reflects Moody's expectation that business
conditions for RV retailing will remain challenging in 2023 and
reflects the inherently high cyclicality in demand for RV's. The B1
also reflects Camping World's projected modest interest coverage
with lease-adjusted EBIT-to-interest coverage trending down in 2023
to approximately 2.1x before recovering to about 2.5x in 2024.
Camping World's B1 CFR is supported by moderately high lease
adjusted debt-to-EBITDA which Moody's expects to peak at 4.9x in
2023, but to fall below 4.5x in 2024. Moody's expects the recovery
in 2024 leverage and interest coverage will be driven by operating
expense cuts to better align the cost structure with the subdued
demand environment.
Given reduced demand, Moody's expects gross margin pressure and
lower EBITDA margins, while a return to positive free cash flow
generation will be dependent primarily on working capital benefits
and lower growth CAPEX spending on greenfield development. Given
the highly cyclical and discretionary nature of the retail RV
industry, a key factor underlying the B1 CFR is Moody's expectation
that Camping World will take a prudent approach to capital
allocation, including shareholder returns such as buybacks and the
dividend, and limit business acquisitions to support cash
generation and liquidity.
The stable outlook reflects Moody's expectation for adequate
liquidity and positive free cash flow driven by lower inventory and
CAPEX spend as demand for RVs cool. It also reflects Moody's
expectation for a recovery in credit metrics in 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if liquidity weakens for any
reason. The ratings could also be downgraded if, due to either
operating performance declines or a more aggressive financial
strategy, debt-to-EBITDA is sustained above 4.5x or EBIT/interest
expense is sustained below 2.5x.
The ratings could be upgraded if revenue and earnings consistently
grow and if at least good liquidity is maintained, including
consistent and solid positive free cash flow. Quantitatively, the
ratings could be upgraded if Moody's expects debt/EBITDA will be
sustained below 3.5x and EBIT/interest expense will be sustained
above 4x through an industry cycle and Camping World maintains
financial policies that support metrics remaining at these levels.
Headquartered in Lincolnshire, IL, Camping World is America's
largest retailer of recreational vehicles and related products and
services with over 190 dealerships, service centers and stores
across 42 states. For the fiscal year ending December 31, 2022,
revenue was approximately $7 billion. The company is majority owned
by CEO Marcus Lemonis and certain funds controlled by Crestview
Partners II GP, LP.
The principal methodology used in these ratings was Retail
published in November 2021.
DECATUR FORTRESS: Seeks to Tap Rachel S. Blumenfeld as Counsel
--------------------------------------------------------------
Decatur Fortress Trust seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire The Law Office
of Rachel S. Blumenfeld PLLC as its attorney.
The firm will render these services:
a. give advice with respect to the powers and duties of the
Debtor and the continued management of the Debtor's property and
affairs;
b. negotiate with creditors and work out a plan of
reorganization and take the necessary legal steps in order to
effectuate such a plan;
c. prepare legal papers;
d. appear before the bankruptcy court;
e. represent the Debtor, if need be, in connection with
obtaining post-petition financing;
f. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
g. other necessary legal services.
Rachel Blumenfeld, Esq., the main attorney handling the case will
be paid at the rate of $525 per hour. Of counsel will bill $450 per
hour for its services and $150 per hour for paraprofessionals. In
addition, her firm will be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm a retainer in the sum of $15,000, which
includes the $1,738 filing fee.
Ms. Blumenfeld disclosed in a court filing that her firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Rachel S. Blumenfeld, Esq.
Law Office of Rachel S. Blumenfeld, PLLC
26 Court Street, Suite 2220
Brooklyn, NY 11242
Tel: (718) 858-9600
Email: rblmnf@aol.com
About Decatur Fortress Trust
Decatur Fortress Trust filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-42076) on August 31, 2022. At the time of filing, the Debtor
estimated $500,001 to $1 million in assets and $1,000,001 to $10
million in liabilities.
Judge Jil Mazer-Marino presides over the case.
The Law Office of Rachel S. Blumenfeld PLLC represents the Debtor
as its counsel.
DIEBOLD NIXDORF: Moody's Alters Outlook on 'Caa2' CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service has affirmed Diebold Nixdorf, Inc.'s
corporate family rating of Caa2 and changed the outlook to
negative, reflecting the deterioration of the company's liquidity
position and the company's need to obtain external debt funding to
meet near-term cash obligations. The Speculative Grade Liquidity
Rating (SGL) was downgraded to SGL-4 from SGL-3.
The negative outlook considers the company's diminished liquidity
position, from about $345 million of cash and short-term
investments at 2022 year end to about $186 million at the end of
February 2023, resulting from lower revenue than expected due to
timing issues, a drop in the borrowing base of the company's
Asset-Based Lending (ABL) revolving credit facility, and increased
working capital investments to build inventories.
These factors led the company to seek external funding, which it
has secured in the form of a new $55 million first-in-last-out
(FILO) tranche under its ABL. While this source of liquidity
provides some relief, the facility, which has been fully drawn,
matures on June 4, 2023, and the company continues to face
significant working capital needs as it works to deliver on its
substantial backlog. Additionally, the company faces an increased
interest burden, arising from its refinanced capital structure, and
the April 2024 maturity of its 8.5% senior unsecured notes, of
which $72 million are outstanding.
Affirmations:
Issuer: Diebold Nixdorf, Inc.
Corporate Family Rating, Affirmed Caa2
Probability of Default Rating, Affirmed Caa2-PD
Senior Secured First Lien Bank Credit Facility, Affirmed Caa2
(LGD4)
Senior Secured First Lien Bank Credit Facility, Affirmed Caa3
(LGD5)
Senior Secured Regular Bond/Debenture, Affirmed Caa2 (LGD4)
Senior Secured Second Lien Global Notes, Affirmed Ca (LGD6)
Senior Unsecured Regular Bond/Debenture, Affirmed Ca (LGD6)
Issuer: Diebold Nixdorf Dutch Holding B.V.
Backed Senior Secured Regular Bond/Debenture, Affirmed Caa2
(LGD4)
Issuer: Diebold Nixdorf Holding Germany GmbH
Senior Secured First Lien Bank Credit Facility, Affirmed B3
(LGD2)
Downgrades:
Issuer: Diebold Nixdorf, Inc.
Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-3
Outlook Actions:
Issuer: Diebold Nixdorf, Inc.
Outlook, Changed To Negative From Positive
Issuer: Diebold Nixdorf Dutch Holding B.V.
Outlook, Changed To Negative From Positive
Issuer: Diebold Nixdorf Holding Germany GmbH
Outlook, Changed To Negative From Positive
RATINGS RATIONALE
The affirmation of the CFR considers the company's ongoing
challenges with turning its sizable $1.5 billion backlog of orders
into revenue and navigating near-term cash obligations with reduced
liquidity resources. The company successfully extended its
near-term maturities and received an infusion of liquidity in late
December 2022. Additionally, Diebold has implemented price
increases and targeted cost savings for FY 2023 that, together with
its large backlog, should enable it to increase profitability and
reduce its elevated financial leverage. To that end, the company
has increased production at its domestic Ohio facility in order to
cut down its order fulfilment cycle time in the U.S. market, which
ballooned to over 200 days from 90 days historically. Premium
freight and reliance on spot market component purchases have also
impacted profits in recent periods, but Moody's expects Diebold to
benefit from improved global supply chain logistics and more
moderate material cost inflation.
Despite these positive tailwinds, the company's near term liquidity
challenges threaten the company's ability to meet its cash
obligations in the next twelve months. In its recent annual 10-K
filing, Diebold stated that it may be unable to generate sufficient
cash or access other sources of liquidity to meet its obligations,
and that this puts in question the company's ability to remain a
going concern. Additionally, the company will be required to raise
equity capital to redeem any outstanding amount in excess of $20
million of its 8.5% senior unsecured notes due April 2024 (of which
$72 million remain outstanding), if there is insufficient
participation in the ongoing public exchange offer for the notes
that the company is conducting until April 6, 2023. An event of
default would be triggered under the company's superpriority term
loan, extended term loans and new 2026 secured notes, if Diebold is
unable to raise the equity financing.
Diebold's liquidity is weak, as reflected in the SGL-4 rating, and
consists mainly of $186 million of cash and short-term investments
as of February 28, 2023. More recently, the company drew $55
million on its recently obtained $55 million first-in-last-out
(FILO) facility under the ABL, but this tranche matures in June
2023. Diebold's liquidity position is modest given that Moody's
believes the company requires a minimum cash balance of $150
million to operate the business, and given ongoing working capital
requirements that often lead to substantial operating cash
outflows, especially in the early part of the fiscal year. Moody's
expects breakeven free cash flow in 2023 and positive free cash
flow in 2024, inclusive of approximately $160 million in cash
restructuring payments in total across both years. Diebold's $250
million ABL facility was $182 million drawn as of December 31,
2022, and matures in July 2026 subject to a springing maturity 91
days prior to the maturity of other indebtedness in excess of $25
million, other than any existing non-extending term loans or notes
in connection with the company's recent restructuring. However,
there's no availability under the ABL given its current borrowing
base and about $30 million in letters of credit.
The B3 rating on Diebold's superpriority term loan B reflects its
priority position with respect to the non-ABL foreign collateral
and its pari passu position along with the extended and
non-extended term loans with respect to the non-ABL US collateral.
Approximately 75% of sales occur outside of the U.S. and the
borrower of the superpriority term loan, Diebold Nixdorf Holding
Germany GmbH, is the largest subsidiary by assets and holds Wincor
Nixdorf International GmbH which holds substantially all IP rights
for ex-Americas and is the third largest subsidiary by assets. The
Caa2 ratings on the new and extended senior first lien secured
instruments reflects their pari passu claim on non-ABL domestic
collateral. The new extended term loans and notes also benefit from
a second position claim on non-ABL foreign collateral, behind the
new superpriority term loan. The existing non-extended term loans
are rated Caa3 as Moody's ranks these claims behind the new and
extended first lien term loans in its priority of claim waterfall
because the non-extended term loans do not have a second position
priority claim on foreign collateral. The Ca instrument ratings of
the new second lien notes and non-extending unsecured notes
reflects their weak expected recovery in a default scenario. The
new second lien notes ranks behind the first lien term loans with
respect to the non-ABL US collateral and has a third position claim
on foreign collateral. Though the non-extending unsecured notes
have the weakest recovery prospects at default, they are rated at
the same level as the new second lien notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Diebold demonstrates strongly
improving operating performance in 2023 and operational momentum is
expected to be sustained in 2024 such that a refinancing of 2025
debt maturities appears likely. The ratings could be downgraded if
operating performance fails to improve in 2023 as expected or
liquidity weakens further resulting in an increased likelihood of
an unsustainable capital structure, as currently restructured.
Headquartered in Hudson, OH, Diebold is a leading global provider
of ATM and POS equipment, services and software to financial
institutions and enterprise retailers. Banking revenue represented
approximately 70% of 2022 revenue, with the remainder representing
sales to retail customers. Diebold acquired Wincor Nixdorf AG in
2016. Revenues in 2022 were approximately $3.5 billion.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
DOMINARI HOLDINGS: Unit Buys Broker Dealer, Investment Advisor Biz
------------------------------------------------------------------
Dominari Financial Inc., the financial services subsidiary of
Dominari Holdings Inc., has announced the acquisition of the
broker-dealer and registered investment advisor business of
Fieldpoint Private Bank and Trust. The acquired business will be
the foundation of a new financial services entity that will be
known as Dominari Securities LLC. Fieldpoint Private Bank and
Trust will continue to operae its Personal Banking and Commercial
Banking entities under its name.
Dominari Financial Inc. (www.dominarifinancial.com) was formed with
the intention of acquiring revenue generating assets in the fintech
and financial services industry. "Since inception, our goal has
been to move swiftly to execute a consolidation strategy forming a
strong and differentiated platform of wealth management firms that
cater to ultra-high-net worth ("UNHW") and high-net worth investors
("HNW"). This transformative purchase gives us the organizational
infrastructure and technology needed to scale Dominari into a
financial services powerhouse," said Carlos Aldavero, president of
Dominari Financial Inc. Mr. Aldavero will oversee the integration
of the acquired assets into Dominari and lead the effort to recruit
top-tier talent to the firm.
Kyle Wool, Dominari Holdings board member, acted as matchmaker on
the deal and will continue to work closely with Mr. Aldavero on
growth and acquisition initiatives for the firm. "The board fully
supports the diversification strategy of which Dominari Financial
and Dominari Securities are cornerstone pillars," added Wool.
"Today's purchase catapults Dominari Financial, Inc. forward and
lays the groundwork for future acquisitions. I am looking forward
to working closely with Carlos to continue to identify additional
synergistic companies to bring into the portfolio," he continued.
Dominari Securities will be a full-service wealth management and
investment advisory company specializing in HNW and UHNW investors,
family offices, small to mid-sized institutions, founders and
entrepreneurs. Dominari Securities will also provide certain
banking and lending services through a collaborative agreement with
third-party institutions, delivering the full balance sheet to
investors, corporations, and institutional clients.
About Dominari Holdings Inc.
Dominari Holdings Inc. (f/k/a Aikido Pharma Inc.) until recently
was focused primarily on the development of a diverse portfolio of
small-molecule anticancer and antiviral therapeutics and related
patent technology. In September 2022, the Company agreed to
acquire a registered broker-dealer and transition its primary
business operations to fintech and financial services. Upon the
final closing of this acquisition, the Company's fintech and
financial services business will be operated through its
subsidiary, Dominari Financial Inc. The Company continues to
develop its therapeutics and related patent technology, as well as
other ventures, through its subsidiary, Aikido Labs, LLC.
Aikido reported a net loss of $7.17 million for the year ended Dec.
31, 2021, compared to a net loss of $12.34 million for the year
ended Dec. 31, 2020, and a net loss of $4.18 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $84.45
million in total assets, $2.60 million in total liabilities, and
$81.85 million in total stockholders' equity.
ESSI, LLC: Court Grants Final OK on Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
ESSI, LLC d/b/a Engineered Security Systems, to use cash collateral
on a final basis in accordance with the budget.
The Debtor requires immediate authority to use cash collateral to
continue their business operations without interruption.
As adequate protection for the use of cash collateral, Truist Bank
is granted replacement liens pursuant to sections 361 and 363 of
the Bankruptcy Code, to the extent of any diminution in the value
of Truist Bank's collateral, with the same priority in the Debtor's
post-petition collateral, and proceeds thereof, that Truist Bank
held in the Debtor's prepetition collateral, subject to the
Carve-Out.
As additional adequate protection, Truist Bank will also receive
monthly payments of accrued post-petition interest at the
contractual variable interest rate, currently approximately $4,500,
every two weeks.
On the first of each month after entry of the Order, Truist Bank
will provide an accounting of the contractual interest owed in
arrears for the prior month. As adequate protection for use of cash
collateral during the Interim Period, to the extent the U.S. Small
Business Administration has a valid prepetition lien, the SBA is
granted replacement liens pursuant to 11 U.S.C. sections 361 and
363, to the extent of any diminution in the value of SBA's
collateral, in the Debtor's post-petition collateral, and proceeds
thereof, that the SBA held in the Debtor's prepetition collateral
and in the same priority therewith, subject to the Carve-Out.
The replacement liens and security interests granted are
automatically deemed perfected without the necessity of Truist Bank
taking possession, filing financing statements, mortgages, or other
documents.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3TYprTa from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$69,325 for the week ending April 7, 2023;
$31,175 for the week ending April 14, 2023;
$288,175 for the week ending April 21, 2023; and
$561,175 for the week ending April 28, 2023.
About ESSI, LLC
ESSI, LLC is a life safety and security firm that designs,
installs, and monitors integrated systems. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D.N.J. Case No. 22-18943) on November 10, 2022. In the petition
signed by Steven San Filippo, its chief restructuring officer, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Vincent F. Papalia oversees the case.
John S. Mairo, Esq., at Porzio, Bromberg & Newman, P.C., serves as
the Debtor's counsel.
FANATICS COLLECTIBLES: S&P Assigns 'BB-' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating to
Jacksonville, Fla.-based trading card manufacturer and retailer
Fanatics Collectibles Intermediate Holdco Inc. S&P also assigned
its 'BB' issue-level and '2' recovery ratings to the proposed
senior secured credit facility.
At the same time, S&P affirmed its 'BB-' issuer credit ratings on
its parent, FHI, and on Fanatics Commerce Intermediate Holdco LLC
(Fanatics Commerce).
S&P said, "The stable outlook reflects our expectation for
continued topline growth at both Fanatics Commerce and Fanatics
Collectibles. It also reflects our expectation for a steady
improvement in the group's profitability, stemming from increased
vertical capabilities and contribution from higher margin
businesses to FHI's financial profile.
"Our rating on Fanatics Collectibles reflects our view that it is
integral to FHI's overall identity and strategy, following its
acquisition of Topps' sports and entertainment business.In our
view, Fanatics Collectibles and Fanatics Commerce constitute FHI's
mainstream business, with each segment expected to contribute a
significant portion of EBITDA. Fanatics Collectibles is closely
aligned with Fanatics Commerce based on their target markets and
reliance on licensing partnerships with sports leagues and other
intellectual property (IP) owners. We believe FHI is committed to
supporting both entities, thereby maintaining its good
relationships with licensing partners, which we view as one of the
most important elements of its business model. Accordingly, we
assess Fanatics Collectibles as a core subsidiary of FHI."
Fanatics Collectibles holds exclusive rights to produce and sell
trading cards and other collectible products using the IP of its
partners. In 2021, the company negotiated with major sports leagues
and players' associations for long-term licensing deals starting in
2025 and 2026. Its acquisition of Topps' sports and entertainment
business at the end of 2021 enabled the company to immediately
access its license with Major League Baseball (MLB). Topps has been
a decades-long partner of MLB, producing baseball cards for the
past 70 years. In that time, it has developed a good brand
reputation among its customer base that we believe will benefit
FHI's new collectibles business. Moreover, the exclusive nature of
its deals with IP owners provides a reliable, long-term competitive
moat for Fanatics Collectibles while securing long-term revenue
streams.
Continued demand for trading cards and new access to FHI's vast
customer database and best-in-class online and cloud system should
support strong growth at Fanatics Collectibles amid less favorable
macroeconomic conditions. Before its acquisition by Fanatics
Collectibles, Topps' sports and entertainment segment experienced
two consecutive years of over 50% revenue growth. In 2022, revenue
increased 75%, reflecting 40% growth within the physical and
digital trading cards portion of the business as well as a
10-months contribution from the recently acquired GC Packaging. S&P
said, "We believe stay-at-home orders amid the COVID-19 pandemic
spurred greater adoption of collecting hobbies, jolting demand for
sports and entertainment trading cards as consumers sought
different forms of affordable at-home entertainment. We anticipate
these new collectors will persist in their hobby over the next
several years, regularly purchasing new trading card sets to
enhance their collections. The purchase of trading cards also
includes a speculative element that we believe helps to induce
demand."
S&P said, "We expect Fanatics Collectibles' growth rate will slow
to the high-teens percent area in 2023. This reflects our view that
trading cards and sports collectibles are highly discretionary and
will likely be affected by declining consumer discretionary
spending amid recession concerns. Notwithstanding our expectation
for slowing growth in the near term, we anticipate Topps-branded
products will continue to resonate well with core collectors and
hobbyists. Moreover, the rich customer database that Fanatics
Commerce developed should support effective targeted marketing to
further accelerate demand.
"We expect profitability and cash flow to expand longer term as
Fanatics Collectibles increases its scale and enhances its
verticalization strategy. Notwithstanding our expectation for
EBITDA margin compression in 2023 due to strategic investments, we
anticipate margins will expand in 2024 as the company benefits from
increasing scale and leans into direct-to-consumer sales
penetration to capture retail prices. Importantly, Fanatics
Collectibles' recent acquisition of GC Packaging reflects its
verticalization strategy, which we believe will unlock greater
profit generation over time. The company acquired 45% of GC
Packaging in February 2022, increasing its ownership to 90% in
December 2022. As a major trading card manufacturer and packager,
this acquisition provides the company with better control over
production capacity to address supply constraints while also
allowing it to react quickly to demand trends. In addition to the
higher-margin nature of the business, the relatively low capital
spending requirement supports healthy free operating cash flow
generation at Fanatics Collectibles.
"Still, in our view, Fanatics Collectibles remains concentrated in
a niche, discretionary category with a limited customer base. While
agreements with the NBA, NBA Players Association, NFL, and NFL
Players Association support its longer-term growth potential, MLB
property will remain a primary source of revenue over the next
several years. These factors present a risk that demand could slow,
leading to lagging revenue growth relative to our forecast and
threatening the sustainability of recent performance. Furthermore,
the company's track record of good cash flow generation is limited.
These factors are incorporated into our assessment of FHI's
business risk profile.
"Our view of FHI's financial risk is supported by management's
consistent financial policy pertaining to its commerce and
collectibles businesses. We forecast S&P Global Ratings-adjusted
debt to EBITDA to increase to the high-3x area as of year-end 2023
from the mid-2x area as of year-end 2022 at FHI, reflecting the
proposed debt issuance at Fanatics Collectibles and higher costs
associated with subsidiary investments. We expect deleveraging
longer-term as increased scale and vertical capabilities, as well
as greater contribution from higher-margin businesses, lead to
significant earnings growth. Our expectation for improving
consolidated leverage is also supported by recent incremental
performance improvements at Fanatics Commerce and the consolidated
group. Specifically, consolidated adjusted EBITDA margins modestly
improved to 5.9% in 2022, up from 5.0% in 2021. We note that this
is below our previous expectation given macroeconomic weakness in
the fourth quarter and higher overhead costs.
"Nonetheless, given our expectation for improving credit metrics
over the long term and our view that recent acquisitions improve
predictability of future performance, we have revised our financial
risk profile assessment on FHI to significant from aggressive. At
the same time, we revised our comparable ratings analysis modifier
to neutral from positive to reflect our view of FHI's holistic
standing in relation to 'BB-' rated peers, reinforced by its
limited track record and low profitability.
"The stable outlook reflects our expectation for strong growth
across FHI's businesses supported by an increased contribution from
the higher-margin collectibles and LIDS businesses. This growth is
partially offset by cost pressures, overhead expenses, and
operating losses at other subsidiaries.
"We could lower our ratings if we anticipated its S&P Global
Ratings-adjusted leverage would increase above 4x on a sustained
basis. This could occur due to underperformance at FHI's main
commerce or collectibles business relative to our forecast, or if
we came to expect that expenses at FHI's other subsidiaries would
be consistently higher than we currently anticipate. It could also
occur due to a more aggressive financial policy.
"We could also lower the rating if we came to believe FHI's
relationships with its major league, team, or college partners had
weakened and it is at risk of losing its important licensing
contracts."
S&P could raise its ratings if:
-- The company expanded its overall scale and further diversified
its business, potentially through additional successful acquisition
integrations, and established a track record of improved
profitability, with S&P Global Ratings-adjusted EBITDA margin
approaching 10%; and
-- It maintained its current financial policy, with S&P Global
Ratings-adjusted leverage sustained between 3x and 4x on a
consolidated basis.
ESG credit indicators: E-2, S-2, G-2
S&P said, "ESG factors are an overall neutral consideration in our
credit rating analysis of FHI. Michael Rubin maintains control of
the company with a majority of voting rights, but his interests
appear to be well aligned with broader stakeholders. The company's
board, which includes independent members, also provides effective
risk oversight on behalf of all stakeholders, in our view."
FONDUE 26: Wins Interim Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Fondue 26, LLC d/b/a the Ainsworth to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral for the continued
preservation and maximization of the Debtor's estate.
The Debtor received advances from the U.S. Small Business
Administration.
The SBA holds a note and a security interest against the Debtor's
property, real and personal, which includes cash, rents and
receivables, together with the Debtor's property.
The Debtor agrees that it is the borrower for the Loan Documents
that were executed and delivered in the principal amount of
$150,000, on December 17, 2020, and subsequently modified to the
principal amount of $2 million on January 6, 2022.
The Debtor will make adequate protection payments to the SBA by
making the required payments as set forth in the Loan Documents.
In addition to the existing rights and interests of the SBA in the
Collateral and for the purpose of adequately protecting it from any
diminution of value therein, the SBA is granted, as of the Petition
Date:
(a) valid, enforceable, unavoidable, and fully perfected
replacement liens upon all existing and after-acquired tangible and
intangible personal and real property and assets of the Debtor of
any kind or nature, whether existing prior to or acquired after the
Petition Date and wherever located, and all products and proceeds
of all of the foregoing, only to the extent that said prepetition
liens are deemed valid, perfected and enforceable as of the
Petition Date, in the continuing order of priority, nature, extent
and validity of said pre-petition liens and claims as existed on
the Petition Date; and
(b) a super-priority administrative expense claim under
sections 503(b) and 507(b) of the Bankruptcy Code, subject only to:
(i) the fees of the Sub Chapter V Trustee, counsel for the Debtor,
the Debtor's accountant and any other professionals authorized to
act on behalf of the Debtor in an amount not to exceed $50,000, as
approved by the Bankruptcy Court; and (ii) the fees and commissions
of a Chapter 7 trustee, in the event that the chapter 11 case is
converted to one under chapter 7 not to exceed $10,000.
The security interests and liens granted and regranted:
(i) are in addition to all security interests, liens and
rights of set-off existing in favor of the SBA on the Petition
Date;
(ii) will secure the payment of indebtedness to the SBA in an
amount equal to the aggregate cash collateral used or consumed by
the Debtor and any diminution in the value of the Collateral; and
(iii) will be deemed to be automatically perfected without the
necessity of any further action by the SBA or the Debtor.
These events constitute an "Event of Default":
(i) Use of cash collateral in a manner materially outside the
Budget;
(ii) Failure to pay, timely and in full any insurance premiums;
and
(iii) Failure to comply with any of the dates and deadlines
contained in the Order.
Unless extended further with the written consent of the SBA, the
authorization granted to the Debtor to use cash collateral will
terminate immediately upon the earliest to occur of:
(i) The entry of an order dismissing the Bankruptcy Case;
(ii) The entry of an order converting the Bankruptcy Case to a
case under chapter 7;
(iii) The entry of an order appointing a chapter 11 trustee;
(iv) The Debtor's failure to cure an Event of Default within
seven business days' of written notice;
(v) Entry of an order reversing, vacating, or otherwise
amending, supplementing or modifying the Order; or
(vi) Entry of an order granting relief from the automatic stay
to any creditor (other than the SBA) holding or asserting a lien in
or against the Collateral.
A further interim hearing on the matter is set for May 1, 2023 at
10 a.m.
About Fondue 26, LLC
Fondue 26, LLC operates sports bar, restaurant, and private event
venues. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10306) on March 2,
2023. In the petition signed by Matthew Shendell, managing member,
the Debtor disclosed up to $50,000 in assets and up to $10 million
in liabilities.
Judge Martin Glenn oversees the case.
Anne Penachio, Esq., at Penachio Malara, LLP, represents the Debtor
as legal counsel.
FREE SPEECH: Alex Jones Reports $4.8-Mil. More Assets in Case
-------------------------------------------------------------
James Nani of Bloomberg Law reports that bankrupt right-wing radio
host Alex Jones has reported assets of about $14.7 million in
updated financial disclosures in his bankruptcy case, about $4.8
million more than he disclosed previously.
The new disclosures filed Thursday come after a Texas bankruptcy
judge ordered Jones to submit updated and accurate financial
disclosures by then, or risk the future of his Chapter 11 case.
As part of his personal bankruptcy, Jones is required to disclose
all of his assets and business activities, under penalty of
perjury. If the disclosures aren't accurate or full, potential
criminal penalties could follow.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz are representing Alex Jones.
FULLER AND FULLER: Taps Jason Ward Law as Bankruptcy Counsel
------------------------------------------------------------
Fuller and Fuller Enterprises LLC seeks approval from the U.S.
Bankruptcy Court for the District of South Carolina to hire Jason
Ward Law, LLC as its bankruptcy counsel.
Jason Ward Law will provide legal services which may be necessary
in the administration of the Debtor's Chapter 11 case, including
the preparation or amendment of schedules, representation in
contested matters, preparation of a plan of reorganization and
disclosure statement, and other matters which may arise during the
administration of the case.
The firm will be paid at these hourly rates:
Jason Ward $300
Paralegals and support staff $90
The firm has agreed to accept a pre-bankruptcy retainer in the
amount of $2,462.
Jason Ward Law is a disinterested person as that term is defined in
11 U.S.C. Sec. 101(14), according to court filings.
The firm can be reached through:
Jason M. Ward, Esq.
Jason Ward Law, LLC
311 Pettigru St.
Greenville, SC 29601
Phone: 864-239-0007
Emai: Jason@wardlawsc.com
About Fuller and Fuller Enterprises
Fuller and Fuller Enterprises, LLC is primarily engaged in renting
and leasing real estate properties.
Fuller and Fuller Enterprises filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.S.C.
Case No. 23-00640) on March 6, 2023. In the petition filed by
Keith Eric Fuller, as owner, the Debtor reported assets between $1
million and $10 million and liabilities between $500,000 and $1
million.
The Debtor is represented by Jason M. Ward, Esq., at Jason Ward
Law, LLC.
FXI HOLDINGS: S&P Downgrades ICR to 'CC', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
producer of engineered polyurethane foam solutions FXI Holdings
Inc. to 'CC' from 'CCC+' and its issue-level rating on the existing
7.875% senior secured notes to 'CC' from 'CCC+'.
S&P said, "The negative outlook reflects our expectation that we
will lower our issuer credit rating to 'SD' (selective default)
upon the completion of the transaction, which we expect in May
2023. Thereafter, we intend to review our ratings on FXI to
incorporate the debt exchange, other recent events, and our
forward-looking opinion on the creditworthiness of the entity."
The downgrade follows FXI's announcement that it has entered into a
transaction-support agreement with 78.2% of the holders of its
7.875% senior secured notes whereby the company will exchange the
outstanding principal of eligible noteholders for a combination of
new 12.25% senior secured notes due November 2026, upfront cash,
and a consent fee. Noteholders would only be eligible to receive a
consent fee if they tender their existing 2024 notes by the early
tender date. S&P said, "Although the exchange offer is at par, as a
result of the proposed release of collateral on existing 7.875%
notes and the offered extension of maturity with new 12.25% notes,
we believe the transaction offers noteholders less value than they
were originally promised on the securities and thus view it as a
selective default. Specifically, we do not believe the upfront cash
payment, consent fee and higher offered coupon is adequate
offsetting compensation for the two-year maturity extension given
the company's liquidity profile and unsustainable leverage.
Furthermore, the release of collateral on the existing 7.875% notes
will effectively subordinate them to the remaining secured debt and
add further risk. We note that the new 12.25% senior secured notes
to be issued to consenting noteholders will be backed by collateral
that will rank pari passu to existing 12.25% senior secured notes
due 2026. Additionally, we believe FXI's business will remain
challenged for the next 12 months which, combined with a higher
interest burden following the exchange, would sustain pressure on
the company's negative free cash flow and liquidity."
S&P said, "The negative outlook reflects our expectation that we
will lower our issuer credit rating on FXI to 'SD' (selective
default) upon the completion of the debt exchange because we
consider it to be distressed and, therefore, tantamount to default.
We would also lower our issue-level rating on the existing 7.875%
notes to 'D' at that time.
"We expect to lower our issuer credit rating on FXI to 'SD' when
the company completes its distressed debt exchange, which we expect
to occur in May 2023.
"We could raise our rating on FXI if we no longer expect it to
complete the distressed debt exchange."
GARDNER AGENCY: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Gardner Agency of Texas, LLC to use
cash collateral on an interim basis in accordance with the budget.
The Debtor has an immediate and critical need to use Cash
Collateral to operate its businesses and effectuate a
reorganization.
As of the Petition Date, the Debtor is liable to Bankwell Bank
under the Prepetition Facility Obligations under the Prepetition
Facility Documents for the aggregate principal amount of $1.759
million, plus interest in the amount of $77,338, late fees in the
amount of not less than $11,340 and legal fees in the amount of
$26,721 that is due and owing under the Prepetition Facility
Documents or applicable law.
Unless by further court order, the Debtor's right to use the cash
collateral will terminate immediately upon the earlier of:
(i) the expiration of the Approved Budget;
(ii) the date of a final hearing on the Motion;
(iii) the date any material provision of the Interim Order will
for any reason cease to be valid and binding or the Debtor will
assert in any pleading filed with the Court;
(iv) the date an application is filed by the Debtor for the
Approval of any superpriority claim or any lien in the Chapter 11
case which is pari passu with or senior to the liens granted to the
Lender pursuant to the Interim Order without the prior written
consent of the Lender;
(v) the date the Chapter 11 case is converted to a Chapter 7
case, or the Debtor is displaced of debtor in possession status
pursuant to section 1185 of the Bankruptcy Code;
(vi) the date of the commencement of any action by the Debtor
against the Lender with respect to the Prepetition Facility
Obligations or the Prepetition Liens; or
(vii) an Event of Default occurring under the Interim Order.
As adequate protection, the Lender is granted valid, enforceable,
nonavoidable and fully perfected, first-priority postpetition
security interests in and liens on any collateral, valid,
enforceable, nonavoidable and fully perfected, junior priority
security interests in and postpetition liens, valid, enforceable,
nonavoidable and fully perfected, first priority postpetition
security interests in and replacement liens on, and (d)
first-priority superpriority administrative expense claims under 11
U.S.C. section 507(b).
As additional adequate protection. the Debtor will make the
adequate protection payments provided in the Approved Budget, which
include (i) weekly payments of the greater of $3,300 or 15% of
weekly commission revenue starting on March 27, 2023.
A final hearing on the matter is set for April 17, 2023 at 9:30
a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3KoUILV from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$5,500 for the week ending April 3, 2023;
$7,050 for the week ending April 10, 2023;
$7,800 for the week ending April 17, 2023; and
$11,050 for the week ending April 24, 2023.
About Gardner Agency of Texas, LLC
Gardner Agency of Texas, LLC is an insurance agency in Woodlands,
Texas. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. S.D. Tex. Case No. 23-30883) on March 13,
2023. In the petition signed by Steven C. Gardner, managing member,
the Debtor disclosed $10,643 in assets and $1,909,966 in
liabilities.
Judge Jeffrey P. Norman oversees the case.
Dean W. Greer, Esq., at West & West Attorneys at Law, P.C.,
represents the Debtor as legal counsel.
GLOBAL CARE: Gets OK to Hire Essex Richards as Legal Counsel
------------------------------------------------------------
Global Care Administrators, Inc. received approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to hire
Essex Richards, P.A. to serve as legal counsel in its Chapter 11
case.
The firm's services include:
(a) providing legal advice concerning the Debtor's
responsibilities and the continued management of its business;
(b) negotiating, preparing, and pursuing confirmation of a
Chapter 11 plan and approval of disclosure statement, and all
related reorganization agreements or documents;
(c) preparing legal papers;
(d) appearing before the bankruptcy court;
(e) prosecuting and defending the Debtor in all adversary
proceedings related to its bankruptcy case; and
(f) performing all other necessary legal services.
The firm will be paid at these rates:
John C. Woodman, Esq. $400 per hour
David R. DiMatteo, Esq. $300 per hour
Paralegal $135 per hour
Staff $65 per hour
John Woodman, Esq., a member of Essex Richards, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John C. Woodman, Esq.
Essex Richards, P.A.
1701 South Blvd.
Charlotte, NC 28203
Tel: 704-377-4300
Fax: 704-372-1357
Email: jwoodman@essexrichards.com
About Global Care Administrators
Global Care Administrators, Inc., a company in Cornelius, N.C.,
filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30160) on March 3,
2023. In the petition signed by its chief restructuring officer,
Michael Bowers, the Debtor reported $50,000 to $100,000 in assets
and $1 million to $10 million in liabilities.
J. Craig Whitley presides over the case.
John C. Woodman, Esq., at Essex Richards, P.A. represents the
Debtor as counsel.
GOLDEN KEY: Committee Taps SC&H Group as Financial Advisor
----------------------------------------------------------
The official committee of unsecured creditors of Golden Key Group,
LLC seeks approval from the U.S. Bankruptcy Court for the District
of Maryland to hire SC&H Group as its financial advisor and SC&H
Capital as its investment banker.
SC&H Group's services include:
a. gaining an understanding of the Debtor's business and
accounting practices, including interfacing with the Debtor's
financial representative;
b. analyzing and reviewing key motions, including, as
applicable, any motions to use cash collateral, obtain
debtor-in-possession financing, and sell assets of the Debtor, and
to identifying strategic financial issues in the Debtor's
bankruptcy case;
c. if necessary, providing forensic accounting services to
identify and evaluate any potential claims or causes of action
against insiders and/or third parties;
d. monitoring the Debtor's monthly operating reports;
e. communicating findings and making recommendations to the
committee;
f. reviewing the nature and origin of other significant claims
asserted against the Debtor; and
g. rendering such assistance as the committee and its counsel
may deem necessary.
SC&H Capital will provide investment banking support services to
the committee, including:
a. advising the committee on enterprise valuation in the
context of any plan of reorganization proposed by the Debtor or any
other party;
b. participating on the committee's behalf in negotiations
with various stakeholders, as requested by the committee; and
c. evaluating any sale transactions proposed in connection
with the Debtor's bankruptcy case, to the extent that any such
transactions are pursued.
SC&H Group will be paid at these hourly rates:
Managing Director $495
Director/Principal $450 - $495
Senior/Staff $250 - $275
SC&H Capital proposes to provide investment banking services to the
committee on a flat fee basis not to exceed $20,000.
Robert Patrick, managing director at SC&H Group, is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert Patrick
SC&H Group
910 Ridgebrook Rd
Sparks Glencoe, MD 21152
Phone: +1 410-403-1500
Email: rpatrick@schgroup.com
About Golden Key Group
Golden Key Group, LLC is a professional services firm dedicated to
helping federal and commercial clients solve today's strategic,
organizational and operational challenges while addressing their
future needs. Founded in 2002, Golden Key Group's solution
offerings include Human Capital Management Support, Human Resources
Operations, Employee Training and Leadership Development,
Professional Consulting Services, Program Management Office,
Acquisition and Category Management, Analytics and Information
Technology, Executive Search Services, and Select Solutions. The
company is based in Landover, Md.
Golden Key Group filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-10414)
on Jan. 20, 2023, with 1 million to $10 million in assets and $10
million to $50 million in liabilities. Gretchen McCracken, Golden
Key Group's chief executive officer and managing member, signed the
petition.
Judge Maria Ellena Chavez-Ruark oversees the case.
The Debtor tapped Paul Sweeney, Esq., at YVS Law, LLC as bankruptcy
counsel; and SouthBank Legal and Fox Rothschild, LLP as special
counsels.
John Fitzgerald, III, Acting U.S. Trustee for Region 4, appointed
an official committee to represent unsecured creditors in the
Debtor's Chapter 11 case. The committee tapped Whiteford Taylor &
Preston, LLP as legal counsel; SC&H Group as financial advisor; and
SC&H Capital as investment banker.
GOLDEN KEY: Taps Fox Rothschild as Special Counsel
--------------------------------------------------
Golden Key Group, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to hire Fox Rothschild, LLP as its
special counsel.
The firm's services include:
(a) advising the Debtor of its rights, powers and duties
pursuant to active contracts in which the Debtor is a party;
(b) advising the Debtor concerning, and assisting in the
negotiation and documentation of future government contracts; and
(c) representing the Debtor in defense of its positions
pursuant to the government contracts in which it is a party or
attempts to enter into.
The firm will be paid at these rates:
Senior Partners $725 per hour
Partners $625 per hour
Of Counsel $550 per hour
Associates $405 per hour
Paraprofessionals $320 per hour
Fox Rothschild has agreed to accept a $15,000 evergreen retainer.
Reginald Jones, Esq., a partner at Fox Rothschild, 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:
Reginald M. Jones, Esq.
Fox Rothschild, LLP
2020 K Street N.W., Suite 500
Washington, DC 20006
Tel: 202-461-3111
Fax: 202-461-3102
Email: rjones@foxrothschild.com
About Golden Key Group
Golden Key Group, LLC is a professional services firm dedicated to
helping federal and commercial clients solve today's strategic,
organizational and operational challenges while addressing their
future needs. Founded in 2002, Golden Key Group's solution
offerings include Human Capital Management Support, Human Resources
Operations, Employee Training and Leadership Development,
Professional Consulting Services, Program Management Office,
Acquisition and Category Management, Analytics and Information
Technology, Executive Search Services, and Select Solutions. The
company is based in Landover, Md.
Golden Key Group filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-10414)
on Jan. 20, 2023, with 1 million to $10 million in assets and $10
million to $50 million in liabilities. Gretchen McCracken, Golden
Key Group's chief executive officer and managing member, signed the
petition.
Judge Maria Ellena Chavez-Ruark oversees the case.
The Debtor tapped Paul Sweeney, Esq., at YVS Law, LLC as bankruptcy
counsel; and SouthBank Legal and Fox Rothschild, LLP as special
counsels.
John Fitzgerald, III, Acting U.S. Trustee for Region 4, appointed
an official committee to represent unsecured creditors in the
Debtor's Chapter 11 case. The committee tapped Whiteford Taylor &
Preston, LLP as legal counsel; SC&H Group as financial advisor; and
SC&H Capital as investment banker.
GUNTHER CHARTERS: Creditor Agrees to Cash Collateral Access
-----------------------------------------------------------
People's United Equipment Finance Corp n/k/a M&T Equipment Finance
Corporation, the secured creditor of Gunther Charters Inc., asks
the U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, for entry of an order approving the consent order
allowing the Debtor's use of cash collateral.
M&T Equipment has a first priority perfected security interest in
seven charter buses, listed in the Debtor's Schedules, along with a
blanket security interest in the cash and accounts receivable of
the Debtor and in all attachments, accessions and accessories to
and all proceeds of, all of the foregoing Trucks and Trailers.
Prior to the Petition, the Debtor owed M&T Equipment $35,000 by
December 14, 2022 and $45,000 by January 14, 2023, not including
late fees, interest, attorneys' fees and costs.
Following the Petition, the Debtor paid M&T Equipment:
$35,000 on February 7, 2023,
$45,000 on February 8, 2023,
$45,000 on February 16, 2023, and
$45,000 on March 14, 2023,
which covers the installments due from the Debtor with the next
installment of $45,000 from Debtor to M&T Equipment due on April
14, 2023 (which has not yet been paid). Thereafter, $45,000 will be
paid on the 14th of each month through June 14, 2023.
Thereafter, $53,126 will be paid on July 14, 2023, and thereafter
until October 14, 2026, with a final payment due of $30,544.
As of the date of the Petition, the Debtor owed M&T Equipment
$2.271 million, plus per diem interest of $339, plus late fees,
interest, costs and attorneys' fees pursuant to the Loan Documents.
To the extent of the value of the M&T Equipment Collateral, M&T
Equipment's Secured Claim will increase or decrease pursuant to and
as provided for by post-petition payments made by the Debtor to M&T
Equipment and the Loan Documents, which increases may include the
per diem interest accruing after the Petition Date and the amount
of the attorneys' fees and costs incurred by M&T Equipment until
the effective date of any plan confirmed by the Court.
The Debtor believes that continuing a functional and smooth
relationship is critical to its reorganization because it needs to
be able to use and replace equipment and operate its bus
transportation business.
The Debtor proposes to pay $45,000 per month postpetition through
June 14, 2023, which it has been paying as adequate protection, and
then the remaining payments as reflected in the Schedule of
Payments.
As adequate protection to M&T Equipment for the Debtor's use of the
M&T Equipment Cash Collateral, the Debtor grants M&T Equipment a
replacement lien nunc pro tunc on and in all property acquired or
generated post-petition by the Debtor arising from or generated by
the M&T Equipment Collateral. The lien created will:
(i) secure the return to M&T Equipment of the M&T Equipment
Collateral, including all cash and non-cash collateral, utilized by
the Debtor pursuant to the Order;
(ii) where such lien constitutes a first lien, have priority
over any and all claims and expenses in the case other than
administrative expenses; and
(iii) be subordinate only to enforceable and perfected liens and
security interests in existence at the time this case was commenced
with a priority senior to the priority of the security interest in
favor of M&T Equipment.
The continuing lien granted will be valid and perfected without the
need for the execution, filing or recording of any further
documents or instruments, otherwise required to be executed or
filed under nonbankruptcy law.
A copy of the motion is available at https://bit.ly/40yVzPV from
PacerMonitor.com.
About Gunther Charters
Since 1985, Gunther Charters, Inc. has been providing motor coach
transportation services, specializing in a variety of professional
transportation services. Based in Harmans, Md., Gunther Charters
provides corporate and business transportation, convention shuttle
service, airport transfers, military reunion tours, school groups,
group charters, and tour operator transportation services.
Gunther Charters filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-10416)
on Jan. 20, 2023, with $9,677,008 in assets and $13,495,288 in
liabilities. Martin Gunther, president of Gunther Charters, signed
the petition.
Daniel Alan Staeven, Esq., at Frost & Associates, LLC and The Weiss
Law Group, LLC represent the Debtor as counsel.
HIGGINS AG: Unsecureds to Get Share of GUC Pool over 36 Months
--------------------------------------------------------------
Higgins AG, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas a Plan of Reorganization dated April 3,
2023.
Higgins AG was formed as a limited liability company under the laws
of the State of Florida on November 18, 2011, by Brent Higgins and
Marianne Higgins (collectively, the "Higgins Individuals"). The
Debtor provides consulting, design, and construction services.
Prior to filing this case, the Debtor and Brent Higgins were
engaged in litigation relating to Higgins's management of the
Debtor. A mediated settlement agreement was executed by the Debtor
and the Higgins Individuals, effective June 14, 2022, whereby Brent
Higgins's employment was terminated as of the effective date of the
mediated settlement agreement. Brent Higgins was formally removed
as a Manager of the Debtor prior to the Petition Date.
Following the removal of Brent Higgins as manager of the Debtor,
and in light of the pending litigation and collection efforts
against the Debtor and its remaining assets, the current Managers
of the Debtor considered the financial and operational aspects of
the Debtor's business and determined that it is desirable and in
the best interests of the Debtor, its Creditors, its Equity
Interest Holders, and other interested parties that the Debtor file
a petition for relief under Chapter 11 of the Bankruptcy Code to
(1) stop costly litigation and post-judgment discovery against the
Debtor, (2) restructure the outstanding debts of the Debtor, (3)
and utilize the Debtor's remaining assets to fund the Debtor's plan
payments and ongoing operations.
Class 1 consists of all Allowed Priority Tax Claims against Higgins
AG. Allowed Priority Tax Claims shall be paid by the Reorganized
Debtor, up to the Allowed amount of such Claim, on or before the
date which is 6 months following the Effective Date. The Class 1
Priority Tax Claims are Impaired.
Class 2 consists of all Allowed General Unsecured Claims against
Higgins AG. Except to the extent that a Holder of an Allowed
General Unsecured Claim and Higgins AG or Reorganized Higgins AG
agree to less favorable treatment, each Holder of an Allowed
General Unsecured Claim shall receive (1) its Pro Rata share of the
GUC Distribution Pool, in full and final satisfaction of such
claims, paid annually, starting on the date that is one year
following the Effective Date and ending on the date which is 36
months following the Effective Date, and (ii) its Pro Rata share of
the Settlement Payment.
Provided, that any Holder of an Allowed General Unsecured Claims
who, on the Ballot, opts out of the releases set forth in sections
8.4 and 12.7 of the Plan, shall not receive its share of the
Settlement Payment. The amount of the Settlement Payment shall be
reduced by the amounts that would have been payable to those
Holders had such Holders not opted out. For the avoidance of doubt,
The McLendon Company, Chase McLendon, and Tri-State Theaters shall
not receive any distribution on account of their General Unsecured
Claims against the Debtor. The Class 2 Claims of the General
Unsecured Creditors are Impaired.
Class 3 consists of Holders of Claims against the Debtor held by
Insiders. Each Holder of an Allowed Class 3 Claim shall waive its
claims against the Debtor and will receive no distributions through
the Debtor's Plan. The Class 3 Insider Claims are Impaired under
the Plan.
Class 4 consists of the Equity Interests in Higgins AG. Holders of
Equity Interests in Higgins AG shall retain their interests in
Higgins AG. The Class 4 Claims of Equity Interests in Higgins AG
are Unimpaired.
Except as otherwise provided in this Plan, the Debtor shall
continue to exist after the Effective Date as the Reorganized
Debtor in accordance with the applicable laws of the state of
Florida. On or after the Effective Date, without prejudice to the
rights of any party to a contract or other agreement, the
Reorganized Debtor may, in its sole discretion, take such action as
permitted by applicable law and the Reorganized Debtor's
organizational documents as the Reorganized Debtor may determine is
reasonable and appropriate.
The Reorganized Debtor will lease equipment described as a
Forklift, Type LK 8M22, Serial Number LT 1276, Model Year 2000 (the
"Forklift"), to generate income to fund payments to creditors under
the Plan for a period of 36 months. The Equipment Lease Agreement,
is projected to generate income of $850.00 per month for the
Debtor, for a total amount of $30,600.00 over the course of the
Plan repayment period.
The Debtor will employ Rosen Systems, Inc. as Auctioneer to
facilitate the sale of the Debtor's small equipment and furniture
assets stored at the Greenville, Texas Shop and Container. The
proceeds from the sale of these assets shall be used to pay
creditors in accordance with the terms of the Plan.
A full-text copy of the Plan of Reorganization dated April 3, 2023
is available at https://bit.ly/3m4SibY from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Jason P. Kathman, Esq.
Megan F. Clontz, Esq.
Lindsay Doman, Esq.
Spencer Fane, LLP
9400 N. Broadway Extension, Suite 600
Oklahoma City, Oklahoma 73114
Telephone: (405) 844-9900
Facsimile: (405) 844-9958
Email: jkathman@spencerfane.com
Email: mclontz@spencerfane.com
Email: ldoman@spencerfane.com
About Higgins AG
Higgins AG, LLC, is a Dallas-based company, which operates in the
construction industry.
Higgins AG filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-30032) on Jan.
3, 2023, with up to $50,000 in assets and $1 million to $10 million
in liabilities. Chase McLendon, manager, signed the petition.
Judge Stacey G. Jernigan oversees the case.
Jason P. Kathman, Esq., at Spencer Fane, LLP, represents the
Debtor.
HOLY GROUND: Affiliate Taps Padgett Business Services as Accountant
-------------------------------------------------------------------
Revelations in Christ Ministries, an affiliate of Holy Ground Tiny
Homes, LLC, seeks approval from the U.S. Bankruptcy Court for the
District of Colorado to employ Padgett Business Services as its
accountant.
The Debtor requires an accountant to prepare schedules, tax returns
and tax-related documents, and provide additional tax and
accounting consultation services as needed.
Padgett will charge the Debtor a flat fee of $3,000 to prepare and
file its 2020, 2021 and 2022 federal and state tax returns and an
hourly fee of $250 for additional tax and accounting consultation
services.
Jeff Darley, owner of Padgett, disclosed in a court filing that his
firm is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey Luke Darley, EA
Padgett Business Services
797 S Rapp St,
Littleton, Colo. 80120
Phone: (303) 730-3311
About Holy Ground Tiny Homes
Holy Ground Tiny Homes, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-13918) on
Oct. 10, 2022, while Revelations in Christ Ministries filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 22-13919) on Oct.
7, 2022. The cases are jointly administered under Case No.
22-13918.
At the time of the filing, Holy Ground Tiny Homes listed as much as
$1 million in both assets and liabilities while Revelations in
Christ Ministries listed up to $500,000 in assets and up to $10
million in liabilities.
Judge Elizabeth E. Brown oversees the cases.
Wadsworth Garber Warner Conrardy, PC serves as the Debtors' legal
counsel.
HUMANIGEN INC: Lowers Net Loss to $70.7 Million in 2022
-------------------------------------------------------
Humanigen, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$70.73 million on $2.51 million of total revenue for the 12 months
ended Dec. 31, 2022, compared to a net loss of $236.65 million on
$3.59 million of total revenue for the 12 months ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $11.19 million in total
assets, $57.96 million in total liabilities, and a total
stockholders' deficit of $46.76 million.
Ridgeland, Mississippi-based HORNE LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 30, 2023, citing that the Company has suffered recurring
losses from operations and its total liabilities exceed its total
assets. This raises substantial doubt about the Company's ability
to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001293310/000121465923004512/hgen-20221231.htm
About Humanigen Inc.
Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly
known as KaloBios Pharmaceuticals, Inc. -- http://www.humanigen.com
-- is a clinical stage biopharmaceutical company, developing its
portfolio of proprietary Humaneered anti-inflammatory immunology
and immuno-oncology monoclonal antibodies. The Company's
proprietary, patented Humaneered technology platform is a method
for converting existing antibodies (typically murine) into
engineered, high-affinity human antibodies designed for therapeutic
use, particularly with acute and chronic conditions. The Company
has developed or in-licensed targets or research antibodies,
typically from academic institutions, and then applied its
Humaneered technology to optimize them. The Company's lead product
candidate, lenzilumab, and its other product candidate,
ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Its
Humaneered antibodies are closer to human antibodies than chimeric
or conventionally humanized antibodies and have a high affinity for
their target. In addition, the Company believes its Humaneered
antibodies offer further important advantages, such as high
potency, a slow off-rate and a lower likelihood to induce an
inappropriate immune response or infusion related reaction.
HUSKY TECHNOLOGIES: S&P Alters Outlook to Neg., Affirms' B-' ICR
----------------------------------------------------------------
S&P Global Ratings revised the outlook on Husky to negative from
stable and affirmed its ratings, including its 'B-' issuer credit
rating, on Canadian equipment manufacturer Husky Technologies Ltd.
(Husky).
.
The negative outlook reflects S&P's expectation that subdued market
conditions and higher interest rates will keep Husky's FFO cash
interest coverage at or below 1.5x over the next couple of years
while the company faces rising refinancing risks with a majority of
its debt maturing in early 2025.
S&P said, "The negative outlook primarily reflects credit metrics
trending weaker than we had expected. In our opinion, 2022 was a
challenging year for Husky due in large part to supply-chain
disruptions that contributed to cost inflation, raw material
shortages, manufacturing delays, and other related inefficiencies
that reduced margins and operating cash flow generation.
Furthermore, most of the company's debt outstanding is based on
variable-rate interest rates. As a result, the rise in short-term
interest rates through 2022 has increased Husky's annual interest
expense. These factors contributed to modestly negative FOCF
generation and FFO cash interest coverage below 1.5x in 2022 that,
if sustained, could result in a downgrade. That said, we consider
many of the operational challenges Husky has been facing as
temporary and that should improve over the next few quarters. We
believe profitability will largely recover over the next couple of
years as supply-chain-related inefficiencies ease, price increases
on Husky's products (which typically lag cost inflation) take
effect, and the company executes other cost-saving initiatives to
reduce sales, general, and administrative expenses. Under these
assumptions, we expect sequential quarterly improvement over the
next few quarters, with Husky's adjusted EBITDA margin returning to
the mid-20% area in 2024 (similar to 2021) from about 20% in 2022.
We also expect the company will generate modest positive FOCF
generation and FFO cash interest coverage returning to the mid-1x
area over the next 12 months.
"Our negative outlook also reflects risks that stem from a slowing
economy and significant debt maturities in 2025. S&P Global
Economics sees relatively modest real GDP growth of 0%-1% for
Europe, Canada, and the U.S. in 2023. It assumes a very shallow
recession in the U.S. this year and for risks to be more tilted to
the downside. We anticipate these weaker economic conditions will
reduce demand for Husky's new equipment sales, which have
historically been more cyclical than the company's tooling and
aftermarket revenue. Our base-case scenario assumes that annual new
equipment revenue will be modestly down through 2024 as reduced
demand, particularly in Europe, is offset in part by price
increases and strong demand in Asia Pacific. Still, we expect
consolidated revenue will increase modestly over the next few years
primarily stemming from steady growth in Husky's relatively
higher-margin tooling and aftermarket services. That said, the
EBITDA recovery in our base-case forecast over the next couple of
years could fall short in the event economic conditions are worse
than we anticipate. Husky also has a significant portion of its
debt outstanding due in the first half of 2025, including about a
"US$410 million payment-in-kind (PIK) note due in February 2025 and
US$2 billion of first-lien term loans due in March 2025. In our
view, the company is now more dependent on operational improvements
and favorable financial market conditions to refinance its debt and
sustain its capital structure.
"The negative outlook reflects S&P Global Ratings' expectation that
subdued market conditions and higher interest rates will keep
Husky's FFO cash interest coverage at or below 1.5x over the next
couple of years while the company faces rising refinancing risks
with a majority of its debt maturing in early 2025. Therefore, in
our opinion, Husky has less time to manage potential business or
financial market-related setbacks against its looming debt
maturities.
"We could lower the ratings on Husky within the next 12 months if
we consider the company's capital structure as unsustainable. In
this scenario, we could expect FFO cash interest coverage to remain
in the low-1x area, with FOCF generation that is insufficient to
cover debt amortization. We could also view its capital structure
as unsustainable if the company's liquidity deteriorates or if we
consider its prospects for timely refinancing as poor.
"We could revise the outlook on Husky to stable within the next 12
months if we expect the company's earnings will improve, allowing
it to generate FFO cash interest in the mid-1x area or higher and
greater FOCF. In this scenario, we would also expect the company to
cost effectively and prudently address its 2025 maturities."
ESG credit indicators: E-2, S-2, G-3
INSULATION COATINGS: Amends Plan to Include Union Unsecured Claims
------------------------------------------------------------------
Insulation Coatings & Consultants, LLC, submitted an Amended Plan
of Reorganization for Small Business dated April 3, 2023.
The Plan proposes to pay the Debtor's creditors from cash flow from
operations and the collection of accounts receivable, including the
account receivable from the State University of New York
Construction Fund.
The Plan proposes to pay Administrative Claims in full on the
Effective Date or, if otherwise agreed by the Claimant, over time
under the Plan (without interest). The Plan proposes to pay Secured
and Priority Claims in full over time plus interest. The Debtor
estimates approximately 5% will be paid on account of General
Claims pursuant to the Plan.
The Debtor, at the time of this filing, has over 30 active
commercial contracts to provide insulation, fireproofing and/or air
barrier systems.
The Debtor's claim against the State University of New York
("SUNY") Construction Fund for goods provided and services rendered
at the University of Buffalo Bio-Med Building was listed in the
Debtor's Schedules as having an unknown value. The face amount of
the SUNY Construction Fund A/R is approximately $1,200,000. The
Debtor has initiated an adversary proceeding against the involved
bonding company to collect the SUNY Construction Fund A/R at
Adversary Proceeding No, 23-01002-GLT (Insulation Coatings &
Consultants, LLC, Plaintiff vs. Liberty Mutual Insurance Co.,
Defendant). A status conference with Bankruptcy Judge Taddonio was
held on March 30, 2023 and a preliminary hearing is scheduled to be
held on May 1, 2023.
Class 3 Secured Claim of First National Bank of PA in the amount of
$579,210.46 shall be paid $2,700 per month until the earlier of
December 31, 2023 or receipt of 80% of the SUNY settlement proceeds
under the waterfall distribution. If SUNY settlement proceeds are
received by December 31, 2023, but are not sufficient to pay the
balance in full, the remaining balance will be amortized over 3
years at 7% interest. If the SUNY settlement proceeds are not
received by December 31, 2023, the FNB loan will be amortized over
5 years at 7% interest.
Class 5 consists of General Unsecured Claims in the total amount of
$850,710.96. The general unsecured creditors will receive 5% of
their Allowed Claims without interest. The general unsecured
creditors will receive quarterly payments after the Administrative,
Secured and Priority Claims are paid. The general unsecured
creditors will also receive payment under the Waterfall
Distribution. This Class is impaired.
Class 6 consists of the Union unsecured claims in the total amount
of $786,459.48. This Class is impaired. The union claims are
disputed because the unions have failed to produce documentary
proof of their claims, most notably failing to produce signed
collective bargaining agreements. Nevertheless, the Debtor proposes
to pay the principal amount of the debt owed to each union. The
union creditors will receive the principal balance of their claims
without interest, costs or fees of any kind.
The union claims will be paid in equal, quarterly installments,
beginning on the second anniversary of the Effective Date, and
amortized thereafter for 20 quarters (60 months) until the
principal debt is paid in full. The principal amount of each
Allowed Union Claim will be determined by each Union's Proof of
Claim and, if an objection to claim is filed, the principal amount
owed will be determined by consent or, if necessary, by an order of
court. If no proof of claim has been filed by a particular union,
the principal debt will be determined by reference to the Debtor's
Schedule of Liabilities.
Class 7 consists of Charles Sorce as 100% Owner. The Debtor's
principal will retain ownership of the Debtor.
The Plan will be funded by the ongoing operations of the Debtor.
The Debtor will pay its creditors from net profits on a monthly or
quarterly basis as called for by the Plan.
A full-text copy of the Amended Plan dated April 3, 2023 is
available at https://bit.ly/415yRif from PacerMonitor.com at no
charge.
Attorney for the Debtor:
Guy C. Fustine, Esq.
Knox McLaughlin Gornall & Sennett, PC
120 West Tenth Street
Erie, PA 16501-1461
Telephone: (814) 459-2800
Email: gfustine@kmgslaw.com
About Insulation Coatings & Consultations
Insulation Coatings & Consultants, LLC provides acoustical and
thermal insulations that have been used in commercial, industrial
and institutional projects nationwide. The Debtor serves the New
York, Pennsylvania, and Ohio areas.
Insulation Coatings & Consultants sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-10340)
on Aug. 9, 2022. In the petition signed by its manager, Charles C.
Sorce, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Taddonio oversees the case.
The Debtor tapped Guy C. Fustine, Esq., at Knox McLaughlin Gornall
& Sennett, PC as bankruptcy counsel; Colligan Law, LLP as special
counsel; and Schaffner Knight Minnaugh & Co. as accountant.
J.A.R. CONCRETE: Taps E.P. Bud Kirk as Bankruptcy Attorney
----------------------------------------------------------
J.A.R. Concrete, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ E.P. Bud Kirk, Esq., a
practicing attorney in El Paso, Texas.
The Debtor requires a bankruptcy attorney to:
(a) give advice regarding the powers and duties of the Debtor
in the continued operation of its business and management of its
properties;
(b) review various contracts entered by the Debtor;
(c) represent the Debtor in the collection of its accounts
receivable, if needed;
(d) prepare all necessary legal papers;
(e) assist the Debtor in the formulation and negotiation of a
Chapter 11 plan with its creditors;
(f) review all presently pending litigation in which the
Debtor is a participant;
(g) review the Debtor's pre-bankruptcy transactions;
(h) examine all tax claims filed against the Debtor; and
(i) provide other necessary legal services.
Mr. Kirk and his paralegal will be paid at these rates:
E.P. Bud Kirk, Partner $300 per hour
Maura Casas, Paralegal $125 per hour
In addition, the attorney will receive reimbursement for
out-of-pocket expenses incurred.
The attorney received a retainer of $10,762 from the Debtor.
Mr. Kirk disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
Mr. Kirk holds office at:
E.P. Bud Kirk, Esq.
600 Sunland Park Drive
Bldg. Four, Suite 400
El Paso, TX 79912
Telephone: (915) 584-3773
Facsimile: (915) 581-3452
Email: budkirk@aol.com
About J.A.R. Concrete
J.A.R. Concrete, Inc., a company in El Paso, Texas, filed its
voluntary petition for Chapter 11 protection (Bankr. W.D. Texas
Case No. 23-30242) on March 14, 2023, with as much as $1 million to
$10 million in both assets and liabilities. Joe A. Rosales, Jr.,
president and sole director and shareholder of J.A.R. Concrete,
signed the petition.
E.P. Bud Kirk, Esq., a practicing attorney in El Paso, Texas,
serves as the Debtor's bankruptcy counsel.
LINCOLN POWER: April 6 Deadline Set for Panel Questionnaires
------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Lincoln Power,
L.L.C., et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://bit.ly/40GfrAq and return by email it to
Richard Schepacarter -- Richard.Schepacarter@usdojgov -- at the
Office of the United States Trustee so that it is received no later
than 5:00 p.m., on April 6, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
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.
as Debtor's financial advisor & investment banker, and Omni Agent
Solutions as claims and noticing agent.
LINCOLN POWER: Files for Chapter 11 With Plan Deal
--------------------------------------------------
Lincoln Power LLC and its affiliates filed for Chapter 11
protection in Delaware.
The Debtors comprise a power company that owns two gas-fired
power-generation facilities -- one of which is located in Elgin,
Illinois (the "Elgin Plant"), and the other of which is located in
East Dundee, Illinois (the "Rocky Road Plant").
Lincoln Power had no significant operations until July 5, 2017,
when it purchased from a fund managed by Rockland Capital 100% of
the ownership interests in Debtor Elgin Energy Center Holdings, LLC
and Debtor Valley Road Holdings, LLC. Elgin Holdings wholly owns
Debtor Elgin Energy Center, LLC, which owns the Elgin Plant. Valley
Road Holdings indirectly owns 100% of the ownership interests in
Debtor Rocky Road Power, LLC, which owns the Rocky Road Plant.
Road to Chapter 11
Justin D. Pugh, a Senior Managing Director of FTI Consulting, Inc.,
and presently designated as the CRO of the Debtors, explains that
the Debtors' ordinary-course operations have historically generated
sufficient cash flows, with revenues exceeding plant costs and
hedged energy margins adding to profitability. This profile had
enabled the Debtors to service their debt obligations and weather
ordinary market fluctuations. A number of factors have, however,
negatively affected the Debtors’ financial
condition and destabilized the Debtors' business.
As an initial matter, the Debtors are experiencing a liquidity
crunch caused by the fact that clearing prices from recent Capacity
Auctions held by PJM have decreased significantly and are currently
operating at ten-year lows. As a result, the Debtors received
significantly less revenues for the capacity they sold in those
Capacity Auctions as compared to previous Capacity Auctions.
While such liquidity constraints are substantial, the Debtors could
have sustained their current debt load had their business not been
subjected to numerous issues caused by a severe winter storm that
struck and inflicted record cold temperatures across most of the
United States, from December 22, 2022, through December 27, 2022
("Winter Storm Elliott"). PJM declared emergency actions on
December 23, 2022, and December 24, 2022, and called upon PJM
Members to provide electric energy. PJM's declaration of emergency
actions resulted in Performance Assessment Intervals across
December 23, 2022, and December 24, 2022 (the "Winter Storm Elliott
PAI").
Although the Lincoln Power Plants were available to operate during
the Winter Storm Elliott PAI and attempted to provide electric
energy in response to PJM's emergency action declaration, the cold
temperatures precipitated by Winter Storm Elliott prevented
suppliers and transportation companies from being able to provide
requisite amounts of gas to the Lincoln Power Plants. Due to, among
other factors, the shortage of gas and gas transportation caused by
the failures of gas suppliers and transportation companies, the
Lincoln Power Plants (along with many other PJM Members) failed to
meet their performance obligations during the Winter Storm Elliott
PAI.
As a result of the Lincoln Power Plants having not complied with
PJM's energy demands during the Winter Storm Elliott PAI, PJM has
indicated that it will impose a series of penalties on the Debtors
that are, in total, a multiple of the Lincoln Power Plants'
collective annual revenue.
Specifically, on Feb. 10, 2023, PJM sent the Debtors a report in
which it indicated that (i) PJM estimated that Rocky Road and
Elgin, respectively, owe $14.33 million and $24.56 million
(together, the "Winter Storm Elliott Penalties") in Non-Performance
Penalties for their alleged failure to perform as required under
the PJM Documents during Winter Storm Elliott; and
(ii) final invoices for such penalties will begin with the March
monthly bill that is issued on April 7, 2023. Under the PJM
Documents, the Winter Storm Elliott Penalties are payable over nine
months with the first payment coming due on April 14, 2023.
On Feb. 17, 2023, PJM sent letters to Rocky Road and Elgin
indicating that Rocky Road and Elgin pose a credit risk in light of
the Winter Storm Elliott Penalties and, to mitigate such credit
risk, must provide collateral of $7 million in either lump-sum
payments or through settlement withholdings (collectively, the
"Initial Collateral Calls"). Throughout February 2023, Rocky Road
and Elgin engaged extensively with PJM, with the parties exchanging
a series of letters and phone calls, regarding the Initial
Collateral Calls.
These discussions resulted in PJM agreeing to lower the demanded
collateral in the Initial Collateral Calls and determining that it
would withhold a weekly amount of $150,000 and $200,000 on Rocky
Road's and Elgin's PJM settlement invoices, respectively, beginning
with the weekly settlement invoice of February 28, 2023.
In response to a February 23, 2023 letter from PJM that invited
Rocky Road and Elgin to provide within five business days a summary
detailing any disagreements with PJM's determinations with respect
to the collateral it required, Rocky Road and Elgin sent letters on
March 2, 2023, to PJM (i) stating their disagreement with PJM's
calculation of the Winter-Storm Elliott Penalties and (ii)
disputing the collateral required by PJM, which is based on PJM's
calculation of the Winter-Storm Elliott Penalties. Rocky Road and
Elgin also directed PJM to the March 1, 2023 submissions they each
made to the portal created by PJM to enable PJM Members to set
forth various defenses and excuses with respect to their inability
to perform during Winter Storm Elliott. These submissions argued,
among other things, that PJM had failed to adhere to the
requirements of its governing documents in connection with
declaring an emergency by failing to curtail certain exports of
electricity outside of the PJM Market, and therefore the Winter
Storm Elliott Penalties should actually be $0 or, alternatively,
should be (at the very least) significantly reduced. Rocky Road
and Elgin requested that PJM conduct a good-faith thorough review
of the evidence and independently consider Rocky Road and Elgin's
excuses before PJM requires any additional collateral from Rocky
Road and Elgin, and reiterated that these letters did not
constitute an admission as to the validity of the proposed penalty,
a waiver of their rights to dispute any assessed penalty or
collateral call, or a promise to pay any penalty or post
collateral. On March 3, 2023, PJM responded via email indicating
that it was in receipt of the supplemental information that Rocky
Road and Elgin had timely provided, but also that its proposed
penalty, which is integral to the collateral PJM required, remains
unchanged "[a]t this time."
On March 15, 2023, PJM sent letters (the "Additional Credit Risk
Letters") to Rocky Road and Elgin in which PJM stated that the
future assessment of the Winter Storm Elliott Penalties constitutes
a likely future material financial liability that increases the
likelihood that Rocky Road and Elgin will default on their
financial obligations and indicated that, to mitigate this credit
risk, Rocky Road and Elgin must each make a lump-sum payment of,
respectively, about $600,000 and $1,350,000 by March 31, 2023. In
the Additional Credit Risk Letters, PJM invited Rocky Road and
Elgin to provide, within five business days, a summary detailing
any disagreements with the determination in the Additional Credit
Risk Letters and any other additional information.
Accordingly, on March 20, 2023, Rocky Road and Elgin sent letters
to PJM (i) again stating their disagreement with PJM's calculation
of the Winter Storm Elliott Penalties and (ii) disputing the
additional collateral required by PJM. Rocky Road and Elgin again
directed PJM to the March 1, 2023 submissions they each made to the
PJM portal and again requested that
PJM conduct a good-faith thorough review of the evidence and
independently consider Rocky Road and Elgin's excuses before PJM
requires any additional collateral from Rocky Road and Elgin. Rocky
Road and Elgin reiterated that these letters did not constitute an
admission as to the validity of the proposed penalty, a waiver of
their rights to dispute any assessed penalty or collateral call, or
a promise to pay any penalty or post collateral.
To date, PJM has not meaningfully engaged with the Debtors
regarding the substance of their disagreements over PJM's
calculation of the Winter Storm Elliott Penalties, the merits of
Rocky Road's and Elgin's defenses and excuses with respect to their
inability to perform during Winter Storm Elliot, or any potential
resolution of these matters. Nonetheless, PJM has
continued to garnish $350,000 per week from Rocky Road and Elgin,
collectively, and has issued new, increasingly burdensome
collateral demands—indeed, on March 29, 2023, PJM issued formal
collateral calls requiring payment of the approximately $2 million
lump sum demanded in PJM's March 15 letters by 4:00 p.m.
(prevailing Eastern Time) on March 31, 2023. PJM's withholdings
have placed a significant strain on the Debtors’ liquidity and
the Debtors are unable to withstand further withholdings, let alone
satisfy additional collateral demands, without impeding their
ability to maximize the value of their assets for the benefit of
all stakeholders.
For the avoidance of doubt, the Debtors reserve all rights with
respect to (i) the applicability of the automatic stay under
section 362 of the Bankruptcy Code to any actions PJM may undertake
to enforce remedies under the PJM Documents and/or collect the
Winter Storm Elliott Penalties, including, without limitation, by
setting off, recouping or otherwise withholding amounts due to the
Debtors on PJM invoices, and (ii) any rights or claims under
chapter 5 of the Bankruptcy Code with respect to amounts withheld
by PJM to date.
Against the backdrop of headwinds that were already straining the
Debtors' liquidity, the significant collateral demanded by PJM, and
the looming Winter Storm Elliott Penalties on which PJM has been
unwilling to compromise as of yet, the Debtors' cash flow and
liquidity have been severely harmed and the Debtors have been
forced to operate under a cloud of uncertainty that has, in turn,
further strained the Debtors' cash flows and negatively affected
liquidity. As a result of these factors, the Debtors' debt load is
simply no longer workable. In light of the ongoing and upcoming
collateral requirements imposed by PJM, the Debtors have
determined, in their business judgment, they need to file for
chapter 11 protection now to obtain a needed breathing spell and
thereby preserve the value of their estates for the benefit of all
their creditors.
Restructuring Support Agreement
Prepetition, the Debtors retained FTI, Latham & Watkins LLP, and
Guggenheim Securities, LLC to assist in analyzing the Debtors'
financial position and to explore options to deleverage the
Debtors' balance sheet. Recognizing that an effective and efficient
solution to the Debtors' cash-flow and liquidity concerns would
require broad-based support from their various stakeholders, the
Debtors worked to develop these Chapter 11 Cases with their
Prepetition First Lien Lenders and the Debtors' equity sponsor
(the
"Consenting Sponsor").
In February 2023, arm’s-length, good-faith discussions began
between the Debtors, the Administrative Agent, the Collateral
Agent, certain of the Prepetition First Lien Lenders, the
Consenting Sponsor, and their respective advisors. The primary goal
of those discussions, and of these Chapter 11 Cases, was to
restructure the Debtors' balance sheet on a prompt timeline and in
a manner that will provide certainty and finality with respect to
the Winter Storm Elliott Penalties so that the Debtors' business
may emerge from chapter 11 free from the cloud of uncertainty that
hangs over them.
On March 30, 2023, the Debtors, certain of the Prepetition First
Lien Lenders holding more than 66.67% of the outstanding
Prepetition First Lien Loans (such lenders, the "Consenting
Prepetition First Lien Lenders"), and the Consenting Sponsor
entered into the Restructuring Support Agreement.
The RSA contemplates, in the first instance, that the Debtors will
pursue a largely-consensual restructuring that would (if
confirmed): (i) facilitate a comprehensive restructuring centered
around a debt-to-equity swap for secured creditors and (ii) fund
the Chapter 11 Cases via the consensual use of cash collateral.
The RSA, however, also contemplates that the Debtors will in the
first 45 days of these Chapter 11 Cases commence a marketing
process to assess whether there are potential purchasers interested
in acquiring some or all of the Debtors' assets and preserves the
Debtors' ability to pursue such a sale in the event it is in the
best interests of the Debtors' estates and stakeholders.
The entry into the RSA is the product of weeks of negotiation and
is a significant achievement that allows for a more orderly and
streamlined chapter 11 process than would otherwise be feasible.
Indeed, the RSA provides, subject to the Court's approval, a clear
roadmap for the Debtors to address the Winter Storm Elliott
Penalties and then swiftly and responsibly emerge from bankruptcy
equipped to implement their strategic plan and conduct their
business with greater flexibility and freedom to better serve their
customers, contract counterparties, and other stakeholders.
PJM Adversary Proceeding
In order to (i) facilitate a potential valuation and sale of the
Debtors' assets, (ii) obtain certainty and finality regarding the
Winter Storm Elliott Penalties for the benefit of the Debtors, PJM,
potential purchasers of the Debtors' assets, and the Debtors'
stakeholders, and (iii) preserve the Debtors' assets, the Debtors
may, at the outset of these Chapter 11 Cases, commence an adversary
proceeding (the "PJM Adversary Proceeding") seeking declaratory
judgments that: (a) the Winter Storm Elliott Penalties are
dischargeable; (b) the Debtors can sell their assets free and clear
of any interest PJM may have in such assets; (c) the Debtors,
reorganized
Debtors, or a purchaser of the Debtors' assets are subject to
protection from certain discriminatory conduct by PJM in connection
with these Chapter 11 Cases; and (d) the Debtors are able to assume
certain contractual obligations without curing specific defaults.
If the PJM Adversary Proceeding is commenced, the Debtors will also
be filing a motion for summary judgment contemporaneously with the
adversary complaint.
The Debtors believe that an expeditious resolution of the issues
set forth in the PJM Adversary Proceeding are necessary to provide
the RSA parties and potential buyers with certainty regarding
go-forward obligations to PJM (if any) and, thereby, maximize the
value of the Debtors' assets. To that end, the Debtors hope they
can resolve these issues with PJM on a consensual basis, if
possible, and are open to mediation if both sides believe that such
mediation could bring an efficient resolution to these issues
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 company's largest unsecured claim is a nearly $39
million penalty from PJM Interconnection LLC, according to the
petition.
The Hon. Laurie Selber Silverstein oversees the cases.
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.
MADERA COMMUNITY: Taps McCormick Barstow as Special Counsel
-----------------------------------------------------------
Madera Community Hospital seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to employ McCormick
Barstow as special counsel.
The Debtor needs the firm's legal services in medical malpractice
lawsuits.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
Daniel Wainwright, Esq., a partner at McCormick Barstow, 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:
Daniel L. Wainwright, Esq.
McCormick Barstow
7647 N. Fresno St.
Fresno, CA 93720
Tel: (559) 433-1300
Fax: (559) 433-2300
Email: Daniel.Wainwright@mccormickbarstow.com
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on
March 10, 2023. In the petition signed by its chief executive
officer, Karen Paolinelli, the Debtor disclosed $50 million to $100
million in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley as
bankruptcy counsel and McCormick Barstow and Ward Legal, Inc. as
special counsels.
MADERA COMMUNITY: Taps Wanger Jones Helsley as Bankruptcy Counsel
-----------------------------------------------------------------
Madera Community Hospital seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to employ Wanger Jones
Helsley to serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) taking all necessary actions to protect and preserve the
Debtor's estate, including the filing of adversary cases and other
proceedings on the Debtor's behalf, the defense of actions against
the Debtor, and negotiations concerning all disputes and litigation
in which the Debtor is involved;
(b) preparing legal papers;
(c) negotiating and formulating a Chapter 11 plan; and
(d) other necessary legal services.
The firm's hourly rates are as follows:
Attorney $180 - $595 per hour
Paralegals/Law Clerks $125 - $180 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The Debtor paid the firm a retainer and the remaining balance of
$173,628.80 was placed in the firm's trust account.
Riley Walter, Esq., a partner at Wanger Jones Helsley, disclosed in
a court filing that he is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Riley C. Walter, Esq.
Wanger Jones Helsley
265 E. River Park Circle, Suite 310
Fresno, CA 93720
Phone: (559) 233-4800
Email: rwalter@wjhattorneys.com
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on
March 10, 2023. In the petition signed by its chief executive
officer, Karen Paolinelli, the Debtor disclosed $50 million to $100
million in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley as
bankruptcy counsel and McCormick Barstow and Ward Legal, Inc. as
special counsels.
MADERA COMMUNITY: Taps Ward Legal as Special Counsel
----------------------------------------------------
Madera Community Hospital seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to employ Ward Legal,
Inc. as special counsel.
The Debtor requires legal assistance in matters relating to
healthcare, employment and business transactions law.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
Robert Ward, Esq., a partner at Ward Legal, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert E. Ward, Esq.
Ward Legal, Inc.
7030 N. Frut, Suite 110
Fresno, CA 93711
Tel: (559) 696-2478
About Madera Community Hospital
Madera Community Hospital operates a general medical and surgical
hospital in Madera, Calif.
Madera Community Hospital sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on
March 10, 2023. In the petition signed by its chief executive
officer, Karen Paolinelli, the Debtor disclosed $50 million to $100
million in assets and $10 million to $50 million in liabilities.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley as
bankruptcy counsel and McCormick Barstow and Ward Legal, Inc. as
special counsels.
MONTGOMERY REALTY: Court OKs Cash Collateral Access Thru April 19
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
Oakland Division, authorized Montgomery Realty Group, LLC to use
cash collateral on an interim basis in accordance with the budget,
through April 19, 2023.
The Court noted that Jo-Ann Stores has suspended the payment of
rent, and the existence of material cash collateral will be
dependent on a resumption in the payment of rent by Jo-Ann Stores.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to fund the operating expenses
of its property, which is a portion of a shopping center consisting
generally of large "big box" retailers on the periphery of the
Center, facing a central parking lot.
In 2018, the Debtor refinanced the Property and obtained mortgage
financing for the Property from Cathay Bank, with the mortgage to
mature in November 2023. Cathay Bank is the Debtor's sole secured
creditor holding a perfected security interest in the Debtor's
Property and its rental income, providing it with cash collateral
rights. During the months pre-petition, Cathay took actions which
had the effect of leading tenants to withhold their rent.
As adequate protection, Cathay is granted a replacement lien
against its post-petition assets. The Replacement Lien will be
perfected and enforceable without the need for Cathay Bank or the
Debtor to take any further action, but it will be subject to
further Court orders. The Replacement Lien will have the same
nature, extent, validity and priority, and be subject to the same
defenses and offsetting claims, if any, as Cathay Bank's
prepetition lien.
In the event Jo Ann's Rent is received, the Debtor may, but is not
required to, pay a portion of it to Cathay Bank. No other
disbursement of Jo Ann's Rent will be authorized absent (a) the
written authorization of Cathay Bank, or (b) an Order of the Court,
which may be obtained on shortened time.
A continued hearing on the matter is set for April 19, 2023 at
10:30 a.m.
A copy of the order is available at https://bit.ly/3lQ9li4 from
PacerMonitor.com.
About Montgomery Realty Group, LLC
Montgomery Realty Group, LLC is the owner of the commercial real
property located at 1675 Willow Pass Road, Concord, California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-41290) on December
20, 2022. In the petition signed by Raj Maniar, manager, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge William J. Lafferty, III oversees the case.
Michael St. James, Esq., at St. James Law, P.C, is the Debtor's
legal counsel.
MOVIA ROBOTICS: Court OKs Cash Collateral Access Thru April 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut, Hartford
Division, authorized Movia Robotics, Inc. to use cash collateral on
an interim basis in accordance with the budget, with a 10%
variance, through April 30, 2023.
The Debtor requires the use of cash collateral to pay business
expenses.
The U.S. Small Business Administration, Clean Feet Investors I,
LLC, and Webster Bank, N.A. assert an interest in the Debtor's cash
collateral.
In exchange for the preliminary use of cash collateral by the
Debtor and as adequate protection, the SBA, Clean Feet, and Webster
Bank are granted replacement or substitute liens as provided in 11
U.S.C. section 361(1) in all of the Debtor's post-petition assets
and proceeds thereof, excluding any bankruptcy avoidance causes of
action. The replacement liens will have the same validity, extent
and priority that the SBA, Clean Feet, and Webster Bank possessed
on the Petition Date.
The Debtor will also provide to the SBA, Clean Feet, and Webster
Bank monthly statements reflecting the financial activity of the
Debtor.
The liens of the SBA, Clean Feet, and Webster Bank and any
replacement thereof, and any priority to which the SBA, Clean Feet,
and Webster Bank may be entitled or become entitled under section
507(b), will be subject and subordinate to a carve-out of such
liens for amounts payable by the Debtor for (i) fees of the United
States Trustee under 28 U.S.C. section 1930(a)(6); (ii) wages due
the Debtor's employees and (iii) court-approved fees of the
Debtor's professionals.
A final hearing on the matter is set for May 1 at 3:30 p.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3zqCHXh from PacerMonitor.com.
The Debtor projects $52,000 in total revenue and $72,365 in total
expenses.
About Movia Robotics, Inc.
Movia Robotics, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 23-20024) on January 18,
2023. In the petition signed by Timothy Gifford, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge James J. Tancredi oversees the case.
Timothy D. Miltenberger, Esq., at Cohn Birnbaum & Shea, P.C.,
represents the Debtor as legal counsel.
MR INVESTMENTS: Case Summary & 11 Unsecured Creditors
-----------------------------------------------------
Debtor: MR Investments, LLC
6445 Lake Road Terrace, Suite 301
Woodbury, MN 55125
Business Description: The Debtor is part of the restaurants
industry.
Chapter 11 Petition Date: April 4, 2023
Court: United States Bankruptcy Court
District of Minnesota
Case No.: 23-30634
Debtor's Counsel: John D. Lamey III, Esq.
LAMEY LAW FIRM, P.A.
980 Inwood Ave N
Oakdale, MN 55128-7094
Tel: 651-209-3550
Fax: 651-789-2179
Email: jlamey@lameylaw.com
Total Assets: $68,376
Total Liabilities: $1,140,595
The petition was signed by Michael J. Ruoho as chief manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YW2GDRQ/MR_INVESTMENTS_LLC__mnbke-23-30634__0001.0.pdf?mcid=tGE4TAMA
NCW PROPERTIES: Argoudelis' Summary Judgment Bid Denied
-------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois denies the Motion for Summary
Judgment filed by the Defendant John Argoudelis in the adversary
case captioned as In re NCW Properties, LLC, Chapter 11, Debtor,
Donald A. Stukes, Liquidating Trustee, Plaintiff, v. John
Argoudelis, Defendant, Case No. 18bk20215, Adv. No. 20ap00246,
(N.D. Ill.).
In the Motion, the Defendant argues that the Plaintiff Donald A.
Stukes (Liquidating Trustee) has failed to provide any evidence to
support elements of the two fraudulent transfer counts of the
Complaint to Avoid and Recover Transfers. Thus, the Defendant
asserts that he should be entitled to summary judgment in his favor
on those two counts. In the alternative, the Defendant argues that
there is no material fact in dispute and that he is entitled to
judgment in his favor as a matter of law with respect to his good
faith for value defense to the same two fraudulent transfer counts.
If the Defendant is successful under either theory and the court
finds that summary judgment in favor of the Defendant is
appropriate with respect to both fraudulent transfer counts, the
Defendant would also be entitled to judgment on the last count of
the Complaint -- recovery of avoided transfers -- as it relies on
either of the two fraudulent transfer counts. Thus success on the
Motion would resolve this matter entirely.
In his Response, the Plaintiff argues that the evidence provided by
the Defendant and attached to the Motion is in fact the evidence
that the Defendant alleges is missing with respect to the "property
of the debtor" element. The Plaintiff argues that the agreement
itself between the Defendant and the Debtor (NCW Properties, LLC)
to sell the Defendant's interests in the Joliet and Elmwood
Entities demonstrates that it was the Debtor's assets that were
transferred to the Defendant. As to the allegation of missing
evidence regarding the Debtor's insolvency, the Plaintiff argues
that there is more than ample evidence in the record to support a
finding of insolvency under each of the insolvency tests. Mainly,
the Plaintiff relies on his own affidavit and the deposition of the
manager of the Debtor. Lastly, the Plaintiff argues that, based on
the same affidavit and deposition, the Defendant is not entitled to
judgment with respect to his good faith defense because the
Defendant knew that the Joliet and Elmwood Entities were each
insolvent and the Defendant strong-armed the Debtor's manager with
respect to the buyouts of the interests of the insolvent entities.
The Court points out that both Counts I and II require that the
Plaintiff prove that the Transfer was property of the Debtor and
that the Debtor was insolvent at the time of the Transfer or
rendered insolvent by the Transfer. As the material facts are
disputed, the Court defers weighing the evidence until the parties
present their full case at trial. At that time, the Court will
determine whether the Plaintiff has satisfied its burden in
demonstrating that the Transfer was property of the Debtor, as well
as the question of the Debtor's solvency. The Court rules that the
"question of whether the Plaintiff has satisfied its burden in
demonstrating that the Transfer was property of the Debtor and the
Debtor's solvency at the time of the Transfer, is best determined
at trial when the parties can present their evidence, advocate for
the appropriate method, present and cross any experts, and the
court can weigh the evidence as presented."
The Court has concerns with respect to summary judgment requests
concerning the good faith defense under section 548(c) of the
Bankruptcy Code because the Seventh Circuit has held that
determinations regarding good faith are factual determinations.
Thus, summary judgment on good faith defenses is only appropriate
where the facts are undisputed. But in this case, the nature of the
negotiation of the Transfer is disputed, with each party offering
testimony from their side of the negotiation. As such, the Court
concludes that the Defendant's faith -- good or bad -- is not
resolved and the Motion cannot be granted with respect to the
Defendant's good faith defense.
A full-text copy of the Memorandum Decision dated March 24, 2023,
is available https://tinyurl.com/2fynccma from Leagle.com.
About NCW Properties
NCW Properties, LLC -- http://www.nascarcarwash.com/-- owns a car
washing business. Headquartered in Joliet, Illinois, NCW Properties
is an official NASCAR licensee and holds the exclusive license to
build, brand and operate NASCAR Car Washes across the U.S. and
Canada.
NCW Properties, LLC, sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 18-34019) on July 19, 2018. Judge Timothy A. Barnes is
assigned to the case. In the petition signed by Dean T. Tomich,
manager, the Debtor estimated between $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The Debtor
tapped Phillip J. Block, Esq, and Alan L. Braunstein, Esq. at
Riemer & Braunstein LLP, as counsel. ASI Advisors, LLC serves as
the Debtor's financial advisor.
NGL & EROSION: Court OKs Final Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Gainesville Division, authorized NGL & Erosion Control Group, LLC
to use cash collateral on a final basis in accordance with the
budget.
The Debtor requires the use of cash collateral to fund critical
operations.
The Debtor asserts that it is indebted to Synovus Bank f/k/a AFB&T
in the approximate amount of $23,815, pursuant to a renewal
promissory note dated December 6, 2019. The Note is secured by an
interest in, among other assets, inventory, equipment, accounts,
instruments, intangibles, deposit accounts, and government
payments, the proceeds of which constitute "Cash Collateral."
The Debtor asserts Synovus' security interest is perfected by a
duly recorded UCC-1 financing statement at 038-2014-010533, Coweta
County Records, and continuation statement at 038-2019-016033,
Coweta County Records.
The Debtor asserts that certain entities have uncancelled UCC-1
financing statements against the Debtor or AMJ Contacting, LLC,
including Westwood Funding Solutions, LLC, Green Capital Fundings,
LLC, Liquidibee, LLC, Mobilization Funding, LLC, and the Small
Business Administration. The Debtor believes the Junior Potential
Lenders have been paid or hold claims that are unenforceable
against the Debtor. However, if the claims of the Junior Potential
Lenders are valid and enforceable against the Debtor, the Junior
Potential Lenders may have an interest in the cash collateral.
As partial adequate protection of its interests in any cash
collateral expended by the Debtor, Synovus is granted a valid and
properly perfected replacement lien, subject to prior perfected
security interests and liens, pursuant to 11 U.S.C. section 361(2)
on all property acquired by Debtor after the Petition Date that is
the same or similar nature, kind, or character as the collateral.
As partial adequate protection of their potential interests in any
cash collateral expended by the Debtor, the Junior Potential
Lenders are granted an Adequate Protection Lien, subordinate to
Synovus, on all property acquired by the Debtor after the Petition
Date, except that no replacement lien will attach to the proceeds
of any Chapter 5 Actions. The Adequate Protection Lien will be
deemed automatically valid and perfected upon entry of the Order.
These events constitute an "Event of Default":
(i) The conversion or dismissal of the case; or
(ii) The removal of debtor as debtor in possession.
A copy of the order is available at https://bit.ly/3zs14nn from
PacerMonitor.com.
About NGL & Erosion Control Group, LLC
NGL & Erosion Control Group, LLC provides services to buildings and
dwellings. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20266) on March
6, 2023. In the petition signed by James Scott, its managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge James R. Sacca oversees the case.
G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason,
P.A., represents the Debtor as legal counsel.
NIGHTMARE GRAPHICS: Court OKs Cash Collateral Access Thru May 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
Nightmare Graphics, Inc. to use cash collateral on an interim basis
in accordance with the budget, with a 10% variance, through May 31,
2023.
The Court said the Debtor's authorization to use cash collateral
during the Interim Period will be further conditioned upon these
terms:
(1) Sandy Spring Bank
(a) Beginning April 1, 2023, the Debtor will remit
$4,474 on the first day of each month as adequate
protection;
(b) The Debtor will provide the Bank with access for
inspection upon reasonable notice, consent will not
to be unreasonably withheld by the Debtor;
(c) The Debtor will provide the Bank with verification
of adequate insurance coverage and will supplement
such documentation if the Debtor's insurance
coverage is replaced or renewed; and
(d) In the event the Debtor fails to make any payment
to the Bank required, the Debtor will have a 10-day
cure period after notice from the Bank to the
Debtor via email to its counsel, Michael P. Coyle.
Mr. Coyle will commit to keeping the parties
informed of any email address changes through the
life of the plan.
(2) PayPal Financing/ML Factor/Fox Business Funding:
Beginning April 1, 2023, the Debtor will remit $300 per
month until Plan confirmation or such time as the debt
is determined by court order or agreement to be
unsecured or undersecured.
(3) The Debtor will deposit any and all cash, checks, or
monies the Debtor directly collects, receives, or
derives from the operation of its business into its
debtor-in-possession account(s). In no event will the
Debtor use more cash collateral on any given day
during the Interim Period than is available in
collected funds on deposit in the DIP Account on
that day.
(4) The Interim Order will apply to all UCC-1s that have
been filed with the State of Maryland against any
assets of the Debtor.
(5) The Bank, PayPal Financing, ML Factor, and Fox Business
Funding, and any other UCC lienholders that may exist
but the Debtor may have not yet been able to
specifically identify will retain their liens securing
their interests and will maintain the same secured
status and position as held on the Petition Date until
further Court order. As additional adequate protection
of the Secured Creditors' interests, the Secured
Creditors are granted valid and perfected replacement
security interests in, and liens on, the same type of
post-petition assets in which the Secured Creditors
held valid and perfected liens upon prior to the
Petition Date and all cash or other proceeds generated
post-petition by such pre-petition collateral to the
same extent, validity and priority as existed against
the prepetition Collateral.
A copy of the order is available at https://bit.ly/40SpBxH from
PacerMonitor.com.
About Nightmare Graphics, Inc.
Nightmare Graphics, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-11647) on March 12,
2023. In the petition signed by Robert Andelman, owner, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Michelle M. Harner oversees the case.
Michael Coyle, Esq., at Coyle Law Group LLC, represents the Debtor
as legal counsel.
OLIN CORP: S&P Affirms 'BB+' Issuer Credit Rating, Outlook Pos.
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit rating on Olin
Corp. as well as its 'BB+' rating on the company's unsecured notes,
term loan, and revolving credit facility (RCF).
The outlook remains positive, reflecting Olin's improved balance
sheet, management's strategic initiatives that have enhanced
earnings power and reduced earnings cyclicality, and S&P's view
that an upgrade is possible if management were to successfully
navigate present recessionary conditions, while maintaining credit
metrics near our current projections.
Current demand weakness across Olin's end-markets may result in
credit metrics below S&P's upgrade trigger of 45% FFO to debt over
the coming quarters.
Since its inception in 2020, Olin's strategic shift toward
maximizing overall ECU profitability, rather than maximizing
volume, has contributed to higher pricing and improved chlor-alkali
profitability. Chlorine, caustic soda, and hydrogen are co-produced
simultaneously by the electrolysis of salt, in a fixed ratio of 1
ton of chlorine to 1.1 tons of caustic soda and 0.03 tons of
hydrogen (this is termed an ECU). Historically, this co-production
process has resulted in relatively high earnings volatility for
chlor-alkali producers since strong demand in one co-product can be
an incentive to overproduce, causing subsequent pricing weakness in
the other. To mitigate this volatility, Olin has focused on
matching the company's volume participation according to the weaker
market (either chlorine or caustic), procuring existing molecules
globally rather than producing the molecules internally
(parlaying), and by toggling its participation in chlorine
derivative chains and products to balance downstream supply and
demand. Olin has also extended operating rate cuts and the idling
of unprofitable capacity to its epoxy and small caliber ammunition
(Winchester) businesses. The company's ability to remove marginal
molecules from the market during a period of exceptionally strong
goods demand supported record earnings in 2021 and 2022, with
adjusted EBITDA around $2.5 billion in both years (compared to a
previous high water mark of around $1.25 billion in 2018). However,
current demand weakness, particularly in products exposed to
building, construction, urethanes, paints, and coatings, will be a
key test of the company's ability to execute its strategy and
support earnings during a downturn.
The company's operating model is predicated on preemptively paring
back volumes in the face of weak demand to support pricing and
earnings over several years. Consequently, as demand has slowed,
Olin has reduced operating rates in both chlor-alkali and epoxy,
with its epoxy assets running below 50% in recent months. S&P said,
"We anticipate these actions, along with more favorable merchant
chlorine pricing, additional government small caliber ammunition
contracts, and a focus on higher margin epoxy systems will support
trough earnings substantially higher than those realized in 2020.
For example, while facing a substantial decline in demand (and
significantly lower volume) in the fourth quarter of 2022, Olin was
still able to generate about $450 million in S&P Global
Ratings-adjusted EBITDA. However, the company faces certain
short-term macroeconomic headwinds that are largely out of
management's control, including higher interest rates pressuring
housing demand across the globe, weak (but improving) Chinese
construction and infrastructure investment, and competition from
foreign exports (particularly in epoxy). In our view, Olin's
potential to achieve an investment-grade rating hinges on the
company's ability to successfully navigate these challenges,
support higher trough pricing, and benefit from a rebound in both
pricing and volume as demand returns. However, if a consistent
decline in volumes failed to support pricing during the current
period of demand weakness, or if the company was unable to
significantly increase volumes, without affecting price, once
demand strength returned, ultimately leading to market share
erosion, we would expect credit metrics to remain below the level
requisite for an investment-grade rating.
"We believe Olin's financial policies and its demonstrated ability
to generate strong, stable free cash flow throughout the cycle
could support investment-grade credit metrics.
"Management recently stated publicly their desire to achieve and
defend an investment-grade rating, and it expects net leverage to
remain below 2x debt to adjusted EBITDA in a recessionary scenario
(based on the mid-point of their 2023 adjusted EBITDA guidance). We
believe Olin's improved balance sheet and lower expected cash
outlays make these targets achievable over the next 12 months. Olin
has reduced gross balance sheet debt by about $1.3 billion (or 33%)
since 2022, and we expect it will benefit from additional financial
flexibility as a result of decreased cash interest expense,
relatively stable maintenance capital expenditure (capex)
requirements, and no further contractual long-term supply payments.
Ultimately, this should result in substantial free cash flow
generation, even in a downturn. For example, in 2020, despite not
operating under their current value-over-volume paradigm, and in a
substantially weaker demand environment, Olin was able to generate
about $200 million of free cash flow. Now with an improved
operating model, and lower cash interest expense, we expect Olin
will generate about $1 billion of free operating cash flow (FOCF)
in 2023, even at substantially reduced operating rates. In our base
case, we assume Olin will prioritize inorganic growth initiatives,
including the pursuit of certain capital-lite growth vectors, such
as additional parlaying activity and hydrogen projects. We do not
expect the company will allocate capital to large-scale,
capital-intensive investments to expand its existing asset base;
however, we believe there is a risk Olin could undertake a large,
transformative, and potentially debt-funded acquisition. Such a
transaction could include the acquisition of incremental ECU
capacity, an investment in existing or new downstream chlorine
derivatives, or a partnership with a polyvinyl chloride (PVC)
producer. However, given the company's free cash flow generation,
and stated commitment to maintain investment-grade credit metrics,
a sizeable acquisition would not necessarily preclude an
investment-grade rating. In the event of a large acquisition, we
believe Olin has multiple levers (including the reduction of share
repurchases) that could potentially allow it to fund a portion of
any prospective deal using cash on hand and/or to rapidly delever
post acquisition. Additionally, an acquisition could be beneficial
to our view of the company's business risk, either by increasing
the company's scale, reducing its earnings cyclicality through the
addition of noncorrelated derivative products, or by improving the
efficiency and efficacy of its ECU-optimization strategy. In the
absence of a large-scale acquisition, we anticipate Olin would
continue to return the majority of discretionary cash flow (DCF) to
shareholders via share repurchases, as it did in 2022, and we
assume no further material debt repayment within the coming 12
months.
"The positive outlook reflects our view that Olin's improved
capital structure, financial policies, value maximization strategy,
and strong free cash flow generation provide the company with
increased financial and operational flexibility, such that it could
sustain investment-grade credit metrics over a full economic cycle.
Following its significant debt reduction in 2021 and 2022, we
believe management is committed to maintaining debt to EBITDA below
2x (on a company-adjusted basis) in a recessionary environment,
although there is a risk leverage could rise above this level in
the event of a transformative or strategic acquisition. Offsetting
the positive implications from an improved balance sheet and
operating model are challenging macroeconomic factors, including
weak end-market demand for epoxy resins and vinyls products due to
a global slowdown in building and construction activity, and the
actions of its competitors, who have not been as keen to reduce
operating rates and match output with market demand. We believe the
risk of a further economic slowdown within the coming few quarters
could pressure the company's earnings in the near term, and force
Olin to cut operating rates further to support market pricing,
ultimately leading to lower volumes, market share erosion, and
financial metrics below the level required for an upgrade to
investment grade.
"We could consider an outlook revision to stable within the next 12
months if demand across the company's products weakened further,
while its optimization strategy, and operating rate cuts, were not
sufficient to support pricing for key products, such as chlorine,
caustic soda, or epoxy. This could occur if global economic growth
was much weaker than our current expectations. In our downside
case, we envision a scenario in which the company's strategy to
sacrifice volume during a period of short-term demand weakness
fails to support pricing, while energy and power costs continue to
rise, further pressuring margins and free cash flow. Specifically,
we could consider revising our outlook if Olin's revenue is
significantly weaker than we project (greater than 10% below our
base-case forecast) and EBITDA margins dropped to the
mid-teen-percent area realized during the 2018-2019 period. We
could also consider an outlook revision if, against our
expectations, we did not believe the company was committed to
prudent financial policies that support investment-grade credit
metrics. We would view the pursuit of large debt-funded growth
initiatives, with no near-term path to deleveraging, as
inconsistent with our current financial policy expectations.
"We could consider an upgrade to investment grade within the next
few quarters if Olin was able to successfully execute its operating
model during the current period of demand weakness across its
end-markets, while maintaining FFO to debt of about 45% on a
weighted average basis. In this scenario, lower demand, reduced
operating rates, and lower volumes, could lead to a short-term
deterioration in earnings, but would also provide a higher floor to
trough pricing, ultimately leading to a rebound in pricing, volume,
and earnings as demand returned. For an upgrade, we would also need
to be certain the company was committed to maintaining financial
policies that support investment-grade credit metrics and ratings,
and that management would not pursue large acquisitions, which
resulted in credit metrics remaining below 45% FFO to debt for a
sustained period."
ESG credit indicators: E3/S3/G2
S&P said, "Environmental and social factors are moderately negative
considerations in our credit analysis of Olin Corp. Olin is subject
to ongoing risks regarding the storage, generation, transportation,
and disposal of hazardous waste. The company has moderate
environmental liabilities and must make annual cash outlays for
environmental remediation, and for ongoing waste disposal and
pollution control efforts, in order to maintain compliance with
mandatory and voluntary environmental standards. We cite the
company's Winchester segment, which is one of the world's largest
manufacturers of small caliber ammunition serving both commercial
and military customers, as a key social risk. Winchester accounted
for only 17% of the company's sales in 2022; however, we believe
ammunition manufacturing could leave the company vulnerable to
greater regulatory and customer scrutiny in the future. Somewhat
offsetting this risk is the company's exposure to contracted
ammunition manufacturing for the U.S. government and ammunition
sales to law enforcement, which have become a more material portion
of the Winchester business since the company assumed full
operational control over the Lake City Army Ammunition Plant in
2020. The company's military and law enforcement ammunition sales
slightly reduce the regulatory and social risks incurred through
the manufacturing of ammunition for commercial uses, and provide
additional diversified revenue streams as well as growth
opportunities from new government spending programs."
PAR PHARMACEUTICAL: Dropped From Zantac Products Litigation
-----------------------------------------------------------
In the case captioned as In re Zantac (Ranitidine) Products
Liability Litigation, MDL No. 2924, No. 20-MD-2924, (S.D. Fla.),
Judge Robin L. Rosenberg of the U.S. District Court for the
Southern District of Florida has entered an Order based on a motion
by Par Pharmaceutical, Inc. for entry of a pretrial order regarding
its bankruptcy filing.
Notwithstanding any prior PTO entered in MDL No. 2924, Judge
Rosenberg orders that any Plaintiff who, on or after the Petition
Date, filed (or in the future files) a lawsuit naming Par as a
defendant in his or her operative Short Form Complaint may file an
amended Short Form Complaint dropping Par as a defendant. The Order
applies to all cases pending in MDL No. 2924 and to all actions
transferred to or directly filed in MDL No. 2924 after the date of
the Order.
A full-text copy of the Order dated March 23, 2023, is available
https://tinyurl.com/5c2bf9be from Leagle.com.
About Par Pharmaceutical
Par Pharmaceutical Companies, Inc. -- http://www.parpharm.com/--
is a holding company that, principally through its wholly owned
subsidiary, Par Pharmaceutical, Inc., is in the business of
developing, manufacturing and distributing generic and branded
drugs in the United States. The company is divided into two
business segments: generic pharmaceuticals and brand
pharmaceuticals. The company is operating the brand pharmaceutical
segment under the name Strativa Pharmaceuticals. In the brand
segment, Par Pharmaceutical markets brand products under
trademarked brand names designed to create an association between
the products and their intended uses. In June 2008, the company
entered into an exclusive licensing agreement with MonoSol Rx under
which it acquired the commercialization rights in the United States
to MonoSol's thin film formulation of ondansetron.
PRECIPIO INC: Incurs $12.2 Million Net Loss in 2022
---------------------------------------------------
Precipio, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$12.18 million on $9.41 million of net sales for the year ended
Dec. 31, 2022, compared to a net loss of $8.52 million on $8.85
million of net sales for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $21.50 million in total
assets, $5.14 million in total liabilities, and $16.37 million in
total stockholders' equity.
New Haven, CT-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
30, 2023, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001043961/000155837023005076/prpo-20221231x10k.htm
About Precipio
Omaha, Nebraska-based Precipio, Inc., formerly known as
Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare
solutions company focused on cancer diagnostics. Its business
mission is to address the pervasive problem of cancer misdiagnoses
by developing solutions to mitigate the root causes of this problem
in the form of diagnostic products, reagents and services.
PRECISION 1 CONTRACTING: Unsecureds Will Get 5% of Claims in 5 Yrs
------------------------------------------------------------------
Precision 1 Contracting, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of New York a Plan of Reorganization for
Small Business dated April 3, 2023.
The Debtor is a New York corporation. Since 2016, the Debtor has
been in the business of HVAC mechanical contracting for commercial
and residential buildings.
The final Plan payment is expected to be paid on June 30, 2028.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations and future income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 5 cents on the dollar. This also provides for the
payment of administrative and priority claims.
Class 1 consists of Priority claims. Class 1 is unimpaired by this
Plan, and each holder of a Class 1 Priority Claim will be paid in
full, in cash, upon the later of the effective date of this Plan,
or the date on which such claim is allowed by a final
non-appealable order.
Class 2 consists of the Secured claim of the U.S. Small Business
Administration. Class 2 is unimpaired by this Plan and the holder
of the Class 2 Secured Claim will be paid in accordance with the
terms of the Loan Agreement between the holder of the Class 2
Secured Claim and the Debtor.
Class 3 unsecured creditors will be paid 5% of the Allowed amount
of such claims, over a period of 5 years. Class 3 is impaired.
Class 4 equity interests are unimpaired and the holder of the Class
4 equity interests shall retain its interests under the Plan.
The Plan will be funded from revenue generated by the Debtor's
ongoing business. The reorganized debtor will be managed by Corinne
Pasqualini, who shall be the first sole officer and director of the
Debtor. The Debtor reserves the right to accelerate any payments
due under the Plan should it have the financial resources to do
so.
A full-text copy of the Plan of Reorganization dated April 3, 2023
is available at https://bit.ly/3zxCAJp from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Scott A. Steinberg, Esq.
Meltzer, Lippe, Goldstein & Breitstone, LLP
190 Willis Avenue
Mineola, NY 11501
Telephone: (516) 747-0300
Email: ssteinberg@meltzerlippe.com
About Precision 1 Contracting
Precision 1 Contracting, Inc. operates an HVAC contracting business
in Port Chester, N.Y.
Precision 1 Contracting filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
23-22003) on Jan. 4, 2023, with $36,521 in assets and $3,000,526 in
liabilities. Corinne Pasqualini, president of Precision 1
Contracting, signed the petition.
Judge Sean H. Lane presides over the case.
Scott A. Steinberg, Esq., at Meltzer Lippe Goldstein & Breitstone,
LLP represents the Debtor as counsel.
RAMARAMA INC: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized Ramarama Inc. to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to pay certain
necessary operating expenses and avoid irreparable harm to the
bankruptcy estate.
Prior to the Petition Date, and in connection with a refinance of
existing indebtedness associated with the Ellis Road Development,
the Debtor obtained:
-- a Promissory Note in the aggregate principal amount of
$600,000 in favor of, inter alia, a group of individuals, payment
of which was secured by a lien and encumbrance on the Ellis Road
Development.
-- a Promissory Note in the aggregate principal amount of
$55,000 in favor of Albert E. Baptist, Jr., repayment of which was
secured by a lien and encumbrance on the Ellis Road Development.
The single-family residence located on the Ellis Road Development
has been, and currently remains, leased on a month-to-month
periodic basis by two separate and unrelated individuals, who remit
a monthly rental payment to the Debtor in the amount of $700 each,
for a total aggregate rental payment received by the Debtor of
$1,400 per month.
The Debtor is permitted to utilize cash collateral, generated from
lease of the Ellis Road House, in the maximum amount of $750 per
month, to pay the utility and insurance expenses associated with
the Ellis Road House beginning for the month of February 2023, and
continuing monthly thereafter.
In the event that the interest of the Cash Collateral Creditors in
cash collateral is not adequately protected by the terms of the
Order, they will be entitled to apply for administrative expense
claims pursuant to 11 U.S.C. section 507(b) in the Bankruptcy Case
and any ensuing case under chapter 7 of the Bankruptcy Code, which
will be superior to any and all other costs and expenses.
The Order will remain in full force and effect until the earlier of
the following:
A. Entry of an Order by the Court modifying the terms of the
Order;
B. Entry of an Order by the Court terminating the Order for
cause, including but not limited to breach of its terms and
conditions;
C. Upon filing of a notice of default as provided in the
Order;
D. Entry of a subsequent interim or final Order approving use
of cash collateral;
E. Appointment of a trustee or examiner in the proceeding; or
F. Dismissal or conversion of the Bankruptcy Case to a
proceeding under chapter 7 of the Bankruptcy Code.
A copy of the order is available at https://bit.ly/3G3EKUL from
PacerMonitor.com.
About Ramarama Inc.
Ramarama Inc. acquires, develops, and sells distressed residential
and commercial properties.
Ramarama Inc. filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
23-00107) on Jan. 13, 2023. In the petition filed by Mark Bullock,
as president, the Debtor reported assets and liabilities between $1
million and $10 million.
Judge David M. Warren oversees the case.
The Debtor is represented by Joseph Zachary Frost, Esq., at
Buckmiller, Boyette & Frost, PLLC.
RENNASENTIENT INC: Court OKs Interim Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized Rennasentient, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance.
The Debtor requires the use of cash collateral to pay its ordinary
operating expenses and that such use is necessary to avoid
irreparable harm to the Debtor's rehabilitation under the
Bankruptcy Code.
Wells Fargo Bank and the U.S. Small Business Administration assert
an interest in the Debtor's cash collateral. Wells Fargo is owed
$824,000 and the SBA is owed $147,750.
As adequate protection, the Secured Creditors are granted a lien in
after-acquired revenue to the same extent and priority as they had
prior to the filing of the case.
Wells Fargo is entitled to additional adequate protection in the
form of payment of $5,000 during the second interim period, to be
delivered no later than April 7, 2023.
The Debtor will remain current in the payment of all post-petition
federal, state, and local tax liabilities, including but not
limited to accruing ad valorem property taxes, sales taxes, payroll
taxes and income taxes.
A further hearing on the matter is set for April 18, 2023 at 1: 30
p.m.
A copy of the court's order and the Debtor's budget is available at
https://bit.ly/40PTaQn from PacerMonitor.com.
The Debtor projects $105,000 in revenue and $106,588 in total
expenses for the period from March 21 to April 21, 2023.
About Rennasentient, Inc.
Rennasentient, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00485) on February 21,
2023. In the petition signed by Eric Webb, president, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge David M. Warren oversees the case.
Philip M. Sasser, Esq., at Sasser Law Firm, represents the Debtor
as legal counsel.
RUDOLF H. HENDEL: Appeal Dismissed for Want of Complete Record
--------------------------------------------------------------
Judge Brian R. Martinotti of the U.S. District Court for the
District of New Jersey dismissed the appeal without prejudice the
appealed case captioned as In re RUDOLF H. HENDEL AND CATHERINE G.
LIN-HENDEL, Debtors. RUDOLF HENDEL, et al., Appellants, v. MEB LOAN
TRUST IV, Appellee, Case Nos. 21-18847 (JKS), 2:22-cv-04985 (BRM),
(D.N.J.).
The Appellants Rudolf Hendel and Catherine Hendel seek appellate
review of the four separate orders entered by Bankruptcy Judge John
K. Sherwood, including: (1) the July 22, 2022 order granting in-rem
relief on the real property located at 26 Ridge Road, Summit, New
Jersey 07901, entered under Dkt. No. 2:22-cv-04982; (2) the July
27, 2022 order denying Appellants' Motion for Reconsideration of
the Court's June 15, 2022 order on Fair and Honest Payoff, entered
under Dkt. No. 2:22-cv-04983; (3) the July 27, 2022 order
dismissing Bankruptcy Case No. 21-18847, entered under Dkt. No.
2:22-cv-04984; and (4) the August 2, 2022 order denying Appellants'
Motion to Disqualify Judge Sherwood and Judge Arleo from cases
involving Appellants, and to expunge all past orders and decisions
rendered by both, entered under Dkt. No. 2:22-cv-04985.
On Sept. 2, 2022, the Appellants filed a single Designation of
Record and Statement of Issues on Appeal relating to all four
appeals. In November 2022, the Court advised the Appellants of
several deficiencies with their appeal.
The Court finds that the Appellants failed to comply with the
Federal Rules of Bankruptcy Procedure in filing this appeal -- the
Appellants have failed to provide a complete record for review,
including a rule-compliant designation of record, appeal-specific
statement of the issues, and corresponding transcript containing
the relevant rulings below, despite the Court's explicit order
(explaining Appellants' failure to address the deficiencies of the
appeal will result in dismissal). These submissions are necessary
for the Court to conduct an informed, substantive review of
Appellants' appeal. Accordingly, the Appellants' appeal is
dismissed without prejudice, pending submission of a complete
record. And if by April 28, 2023, the Appellants have not submitted
a complete record in support of the appeal, the Court will dismiss
Appellants' appeal with prejudice.
A full-text copy of the Opinion dated March 24, 2023, is available
https://tinyurl.com/4cfx6bxj from Leagle.com.
Rudolf H. Hendel and Catherine G. Lin-Hendel filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case
No. 21-18847) on November 15, 2021.
RUDOLF H. HENDEL: Court Dismisses Appeal on Fay's In-Rem Relief
---------------------------------------------------------------
Judge Brian R. Martinotti of the U.S. District Court for the
District of New Jersey dismissed the appeal with prejudice the
appealed case captioned as In re RUDOLF H. HENDEL AND CATHERINE G.
LIN-HENDEL, Debtors. RUDOLF HENDEL, et al., Appellants, v. FAY
SERVICING, LLC, Appellee, Case No. 2:22-cv-04982 (BRM), (D.N.J.).
Appellants Rudolf Hendel and Catherine Hendel's seek appellate
review of Bankruptcy Judge John K. Sherwood's Order granting in-rem
relief to Appellee Fay Servicing, LLC on the real property located
at 26 Ridge Road, Summit, New Jersey 07901.
Appellants' appeal of Judge Sherwood's was filed outside of the
fourteen-day window set forth under the Rules. The Court concludes
that the appeal was untimely filed, and, therefore, it lacks
subject matter jurisdiction to consider the merits of the appeal.
While the Court acknowledges Appellants difficulties in proceeding
pro se, "there are no equitable exceptions to jurisdictional
requirements such as the one governing the time to appeal final
orders of bankruptcy courts." The Court cannot excuse Appellants'
belated appeal.
A full-text copy of the Opinion dated March 24, 2023, is available
https://tinyurl.com/28yz45hz from Leagle.com.
Rudolf H. Hendel and Catherine G. Lin-Hendel filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case
No. 21-18847) on November 15, 2021.
SAS AB: Seeks to Extend Plan Exclusivity to July 31
---------------------------------------------------
SAS AB and its debtor subsidiaries ask the U.S. Bankruptcy Court
for the Southern District of New York to further extend the
periods during which the Debtors have the exclusive right to file
a chapter 11 plan and to solicit acceptances thereof to July 31,
2023 and September 29, 2023, respectively.
The Debtors stated that they have now pivoted to the final stages
of their chapter 11 cases: marketing and selecting an exit
sponsor with which to proceed toward confirmation of a chapter 11
plan. The Debtors explained that the requested extension of the
exclusive periods, which has the support of the Creditors'
Committee and to which the U.S. Trustee will not object, will
facilitate the Debtors' continued progress towards a value-
maximizing transaction and path to emergence without the
interruption of a competing plan.
The current exclusive filing period and exclusive solicitation
period are set to expire on April 1, 2023 and June 1, 2023,
respectively.
SAS AB is represented by:
Gary T. Holtzer, Esq.
Kelly DiBlasi, Esq.
David Griffiths, Esq.
Lauren Tauro, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
About Scandinavian Airlines
SAS SAB, Scandinavia's leading airline, with main hubs in
Copenhagen, Oslo and Stockholm, is flying to destinations in
Europe, USA and Asia. Spurred by a Scandinavian heritage and
sustainable values, SAS aims to be the global leader in
sustainable aviation. The airline will reduce total carbon
emissions by 25% by 2025, by using more sustainable aviation fuel
and its modern fleet with fuel-efficient aircraft. In addition
to flight operations, SAS offers ground handling services,
technical maintenance and air cargo services. SAS is a founder
member of the Star Alliance, and together with its partner
airlines offers a wide network worldwide. On the Web:
https://www.sasgroup.net
SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July
5, 2022. In the petition filed by Erno Hilden, as authorized
representative, SAS AB estimated assets between $10 billion and
$50 billion and liabilities between $1 billion and $10 billion.
Judge Michael E Wiles oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc. as financial advisor; and Seabury
Securities, LLC and Skandinaviska Enskilda Banken AB as
investment bankers. Seabury is also serving as restructuring
advisor. Kroll Restructuring Administration, LLC is the claims
agent and administrative advisor.
SIGNATURE BRIDGE BANK: Deadline to File Claims Set for July 17
--------------------------------------------------------------
The Office of the Comptroller of the Currency closed Signature
Bridge Bank N.A., New York, NY, ("Failed Institution") and
appointed the Federal Deposit Insurance Corporation ("FDIC") as
receiver.
All creditors having claims against the Failed Institution must
submit their claims in writing, together with proof of claims, to
the Receiver on or before July 17, 2023. You must submit a proof
of claim from via our interface FDIC Claims Portal at
https://resolutions.fdic.gov/claimsportal/s/, the FDIC website at
https://www.fdic.gov/resources/forms/deposit-claims-and-asset-sales/index.html,
or by calling 972-761-8677.
Claims may be submitted through FDIC claims portal, or mailed to:
FDIC as Receiver of
Signature Bridge Bank N.A.
6000 Pearl Street, Suite 700
Dallas, TX 75201
Attention: Claim Agent 10541
Signature Bridge Bank N.A. is a New York-based full-service
commercial bank.
SILVER STAR: Seeks Approval to Hire Hall Estill as Special Counsel
------------------------------------------------------------------
Silver Star of Nevada, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Oklahoma to hire Hall Estill, a
professional corporation as its special counsel.
The firm will represent the Debtor in the following pending cases:
a. Silver Star of Nevada, Inc., et al., v. Red Bluff
Resources, District Court, Kingfisher County, Oklahoma, Case No.
CJ-2018-121; and
b. Silver Star of Nevada, Inc., et al., v. Oklahoma Energy
Acquisitions, LP, District Court, Kingfisher County, Oklahoma, Case
No. CJ-2018-101.
The firm will be paid at these rates:
Stephen R. McNamara $395 per hour
Other Attorneys $225 - $375 per hour
As disclosed in a court filing, Hall Estill is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Stephen R. McNamara, Esq.
Hall Estill
521 East 2nd Street, Suite 1200
Tulsa, OK 74120
Tel: 918-594-0618
Fax: 918-594-0505
Email: smcnamara@hallestill.com
About Silver Star of Nevada
Silver Star of Nevada, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No.
23-10315) on Feb. 14, 2023, with $1 million to $10 million in both
assets and liabilities. Charles V. Long, Jr., president of Silver
Star of Nevada, signed the petition.
Judge Sarah A. Hall oversees the case.
Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey
& Tippens, P.C. and Hall Estill, a professional corporation, serve
as the Debtor's bankruptcy counsel and special counsel,
respectively.
SOLUDOS LLC: Merchant's Public Sale of Debtor's Assets on May 4
---------------------------------------------------------------
Marchant Factors Corp. ("secured party"), based upon the occurrence
of one or more events of default under a certain discount factoring
agreement dated as of Dec. 1, 2013, between Soludos LLC ("Debtor")
and secured party, will hold a public sale on May 4, 2023, at 2:30
p.m. (Eastern Prevailing Time), of the Debtor's right, title, and
interest in and to these assets of the Debtor: inventory,
equipment, intangibles, books and records.
Public sale of the collateral will be subject to the terms and
conditions set forth in the terms of the public sale, which may be
obtained by contacting:
Merchant Factors Corp.
Attn: Scott Adler
1441 Broadway, 22nd Floor
New York, NY 10018
Email: sadler@merchantfinancial.com
Soludos LLC designs, manufactures, and sells shoes for women, men,
and kids.
SPG HOSPICE: Trustee Wins Cash Collateral Access Thru April 30
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
James Cross, the duly appointed and acting Chapter 11 Trustee of
SPG Hospice, LLC, Scottsdale Physicians Group, PLC, and United
Telehealth Corp., to use cash collateral on an interim basis
through April 30, 2023, in accordance with the budget and the
Debtors' agreement with Arizona Bank & Trust and TOPPS, LLC.
As previously reported by the Troubled Company Reporter, the
Debtors are in default under its loans with Arizona Bank.
On March 18, 2020, Arizona Bank made:
(1) a multiple advance loan (Loan No. XXXXX6771) in the
maximum principal amount of $4,000,000 to the Borrowers for working
capital and other general corporate purposes; and
(2) a term loan (Loan No. XXXXX6772) in the maximum principal
amount of $1,950,000 to refinance certain existing term debt of the
Borrowers.
The RLC Loan and the Term Loan were evidenced by the "Loan
Agreement" executed by the Borrowers and Arizona Bank with an
effective date of March 18, 2020.
On March 18, 2020, the Borrowers, as makers, executed the
"Revolving Promissory Note" in the maximum loan amount of
$4,000,000 in favor of Arizona Bank, as payee. The RLC Note had a
maturity date of March 18, 2021.
On March 18, 2020, the Borrowers, as makers, also executed the
"Term Promissory Note" in the principal sum of $1,950,000 in favor
of Arizona Bank, as payee. The Term Note had a maturity date of
March 18, 2024.
TOPPS, LLC contended it made two loans to debtor SPG:
* The first, made on June 23, 2021, in the principal amount of
$1.5 million, is evidenced by, among other things, a Secured
Promissory Note in the principal amount of $1.5 million and a
Collateral Security Agreement through which, among other things,
SPG granted TOPPS a security interest in the accounts receivable
described therein. The security interest was perfected by the
filing of a UCC-1 financing statement with the Arizona Secretary of
State on July 7, 2021.
* The second, made on September 30, 2021, in the principal
amount of $750,000, is evidenced by, among other things, a Secured
Promissory Note in the principal amount of $750,000 and a
Collateral Security Agreement through which, among other things,
SPG granted TOPPS a security interest in the accounts receivable
described therein. The security interest was perfected by the
filing of a UCC-1 financing statement with the Arizona Secretary of
State on October 15, 2021.
The Court held that, consistent with the Budget and as a form of
adequate protection, the Trustee will pay continue to Arizona Bank
the Minimum Adequate Protection Payment on the same terms and
timeline as previously required by the Cash Collateral Orders.
The Trustee's authority to use cash collateral during the Extension
Period is conditioned upon HonorHealth funding a payment to SPG in
the amount of $175,000 on or before April 10, 2023.
A copy of the Court's order and the Debtors' budget is available at
https://bit.ly/3nwcHqI from PacerMonitor.com.
The Debtor projects total operating expenses, on a weekly basis, as
follows:
$8,634 for the week ending April 7, 2023;
$6,339 for the week ending April 14, 2023;
$26,905 for the week ending April 21, 2023; and
$37,551 for the week ending April 28, 2023.
About SPG Hospice, LLC
SPG Hospice, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 22-02385) on April 19,
2022. In the petition signed by Nima Ghadimi, managing member, the
Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Eddward P. Ballinger Jr. oversees the case.
Jonathan Philip Ibsen, Esq., at Canterbury Law Group, LLP is the
Debtor's counsel.
STARRY GROUP: Court OKs $43MM New Money DIP Loan from ArrowMark
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Starry Group Holdings, Inc. and affiliates to use cash collateral
and obtain postpetition financing, on a final basis.
The Debtors obtained postpetition financing from a group of lenders
led by ArrowMark Agency Services LLC, as administrative agent. The
loan consists of:
(a) an aggregate principal amount of up to $43 million in "new
money" term loans, of which (i) $12 million was made available
immediately upon entry of the Interim Order, (ii) $15 million will
be available upon entry of the Final Order, and (iii) $16 million
will be available upon the occurrence of the earlier of entry of an
order by the Court (1) approving the sale of all or substantially
all of the Debtors' assets or (2) confirming a plan of
reorganization in the Chapter 11 Cases; and
(b) rolled-up Tranche D Loans under the Prepetition Credit
Agreement held by the Prepetition Lenders providing the New Money
DIP Loans, in an aggregate amount of $15 million in principal,
capitalized fees and accrued interest upon entry of the Interim
Order, and in an aggregate amount equal to the remaining
outstanding principal balance of the Tranche D Loans held by the
Prepetition Lenders providing the New Money DIP Loans, plus
capitalized fees and accrued interest thereon, upon entry of the
Final Order.
Starry Foreign Holdings Inc. and all of the Borrowers are the
guarantors under the DIP Facility.
The DIP Loan Facility will mature on the earliest to occur of: (a)
August 20, 2023, (b) dismissal of any of the Chapter 11 Cases or
conversion of any of the Chapter 11 Cases into a case under Chapter
7 of the Bankruptcy Code, and (c) the closing of a sale of all or
substantially all assets of the Loan Parties (other than to another
Loan Party).
The DIP Credit Agreement and Restructuring Support Agreement
require the Debtors to meet several milestones. These are
milestones for the Marketing and Auction Process:
1. The Company Entities shall have filed a motion to approve
the Bidding Procedures and implement a Sale Transaction as
contemplated therein with the Bankruptcy Court on the Petition
Date.
2. The Company Entities shall have obtained the Bankruptcy
Court's approval of the Bidding Procedures on or before the day
that is 30 days after the Petition Date.
3. The deadline for qualified bids submitted pursuant to the
Bidding Procedures shall occur on or before the day that is 50 days
after the Petition Date.
4. The Company Entities will have commenced the Auction, if
any, on or before the day that is 5 days after the Bid Deadline.
5. If one or more third party bidders submit qualified bids
and are selected as the highest or otherwise best bidder to obtain
all or substantially all of the Company Entities' assets in
accordance with the Bidding Procedures and other than a sale
pursuant to the Plan, the Bankruptcy Court will have entered the
Sale Order on or before the day that is 3 business days after the
Auction concludes.
6. If a Sale Transaction will occur other than pursuant to the
Plan, the Company Entities will have submitted an application to
the FCC for approval of the transfer of all applicable licenses on
or before the day that is 7 days after the Sale Order is entered.
7. If a Sale Transaction will occur other than pursuant to the
Plan, all conditions to closing of the Sale Transaction, other than
FCC approval, will have been satisfied on or before the day that is
15 days after entry of the Sale Order, and FCC approval will have
been received on or before the day that is 90 days after entry of
the Sale Order. If the regulatory tail extends beyond this date,
the DIP Agent will have discretion to extend.
These are the milestones for Plan Confirmation:
1. The Company Entities will have filed the Plan and
Disclosure Statement with the Bankruptcy Court on the Petition
Date.
2. The Company Entities will have obtained the Bankruptcy
Court's approval of the Disclosure Statement and the process for
solicitation of votes and noticing of Plan confirmation on or
before the day that is 45 days after the Petition Date.
3. If no Qualified Bid is received on or before the Bid
Deadline, the Company Entities will have submitted an application
to the FCC for approval of the transfer of all applicable licenses
on or before the day that 10 days after the Bid Deadline. If a Sale
Transaction will occur pursuant to the Plan, the Company Entities
will have submitted an application to the FCC for approval of the
transfer of all applicable licenses on or before the day that 10
days after the Auction concludes.
4. The Bankruptcy Court will have entered the Confirmation
Order on or before the day that is 80 days after the Petition
Date.
5. The Effective Date of the Plan will have occurred as to
each of the Company Entities on or before the day that is 45 days
after the entry of the Confirmation Order. If the regulatory tail
extends beyond this date, the DIP Agent will have discretion to
extend.
And, these are the milestones for DIP Financing:
1. The Company Entities will have filed the DIP Motion with
the Bankruptcy Court on the Petition Date.
2. The Company Entities will have obtained the Bankruptcy
Court's approval of the Interim DIP Order on or before the day that
is 3 business days after the Petition Date.
3. The Company Entities will have obtained the Bankruptcy
Court's approval of the Final DIP Order on or before the day that
is 35 days after the Petition Date.
The Debtors requires access the DIP Facility and to use cash
collateral, which will, among other things, (a) ensure the
continued, uninterrupted operation of their business as they
implement the transactions contemplated by the Restructuring
Support Agreement, (b) assure their customers, employees, and
business partners that they are well-capitalized during the
pendency of the Chapter 11 Cases, and (c) make available sufficient
funding to pay necessary expenses incurred in connection with the
Chapter 11 Cases.
Certain of the Debtors are party to the Credit Agreement, dated as
of December 13, 2019, by and among the Borrowers, the lenders party
thereto from time to time, and ArrowMark as administrative agent.
The Prepetition Credit Agreement provides for a senior secured term
loan facility, having an outstanding balance as of the Petition
Date (and giving effect to the commencement of the Chapter 11
Cases) of $287.509 million in the aggregate, divided across these
tranches:
$81.631 million in Tranche A Loans;
$113.115 million in Tranche B Loans;
$61.268 million in Tranche C Loans;
$15.908 million in 2022 Tranche D Loans; and
$15.584 million in 2023 Tranche D Loans
The Prepetition Term Loans are secured by a senior priority
security interest in substantially all of the Debtors' assets, the
Tranche D Loans have payment priority in the waterfall (from the
collateral proceeds or otherwise) over the other tranches. There is
a financial covenant with respect to the Prepetition Term Loans
that requires the Debtors to maintain a minimum cash balance of $15
million at all times. Upon the occurrence of an event of default,
in addition to the Prepetition Lenders being able to declare
amounts outstanding under the Prepetition Term Loans due and
payable, the Prepetition Lenders can elect to increase the interest
rate by 2.0% per annum.
As adequate protection, the Prepetition Lenders are granted:
(a) valid and perfected security interests in and liens on the
DIP Collateral in accordance with the priorities set forth in the
DIP Orders;
(b) allowed, superpriority administrative expense claims under
sections 503(b) and 507(b) of the Bankruptcy Code, in accordance
with the priorities set out in the DIP Orders; and
(c) the reasonable and documented fees and expenses of counsel
and other professionals, as set forth in the DIP Orders.
Each of the DIP Liens, DIP Superpriority Claims, Prepetition Liens,
Adequate Protection Liens, and Adequate Protection Claims will be
subject and subordinate to the Carve-Out, consisting of the sum of
(a) all fees required to be paid to the Clerk of the Court and
to the Office of the United States Trustee for the District of
Delaware pursuant to 28 U.S.C. sec. 1930(a);
(b) all reasonable fees and expenses incurred by a trustee
under section 726(b) of the Bankruptcy Code in an amount not exceed
$50,000;
(c) to the extent allowed at any time but incurred at any time
before or on the first business day following delivery by the DIP
Agent, at the direction of the Required Lenders, of a Carve-Out
Trigger Notice, all (A) unpaid fees and expenses, including any
restructuring, sale, success, or other transaction fee of any
investment bankers or financial advisors of the DIP Loan Parties
incurred by persons or firms retained by the Debtors; and (B)
unpaid fees and expenses incurred by professionals retained by a
statutory committee; and
(d) Allowed Professional Fees not to exceed $750,000 plus --
without duplication -- any transaction-based fee of any investment
bankers or financial advisors to the DIP Loan Parties after the
first business day following delivery by the DIP Agent, at the
direction of the Required Lenders, of the Carve-Out Trigger Notice
to the extent allowed at any time, whether by interim order.
A copy of the motion is available at https://bit.ly/3GfHiPI from
PacerMonitor.com.
About Starry Group
Boston-based Starry Group Holdings, Inc. (OTCPK: STRYQ) is a
licensed fixed wireless technology developer and internet service
provider. The Company is an early-stage growth company.
Starry Group Holdings, Inc. and 11 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-10219) on February 20, 2023.
The Hon. Karen B. Owens oversees the cases.
Lawyers at YOUNG CONAWAY STARGATT & TAYLOR, LLP and LATHAM &
WATKINS LLP serve as counsel to the Debtors; PJT PARTNERS LP serves
as their investment banker; FTI CONSULTING, INC. as their financial
advisors; and KURTZMAN CARSON CONSULTANTS LLC as their claims and
noticing agent.
As of September 30, 2022, Starry Group had $270.6 million in total
assets against $309.7 million in total liabilities.
The petitions were signed by William J. Lundregan as authorized
officer.
TEHUM CARE: Seeks to Tap Ankura as Financial Advisor, Designate CRO
-------------------------------------------------------------------
Tehum Care Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Ankura
Consulting Group, LLC as financial advisor and designate Russell
Perry, the firm's senior managing director, as chief restructuring
officer.
The firm's services include:
a. advising and assisting the Debtor and its other advisors in
the identification, evaluation and negotiation of cash collateral
or debtor-in-possession financing;
b. advising and assisting the Debtor and its legal counsel in
the negotiation of post-petition use of cash collateral, including
the development of a DIP budget, as needed;
iv. advising and assisting the Debtor and its legal counsel in
the development of business and financial information required for
filing of first day motions and other required bankruptcy
disclosures;
v. advising and assisting the Debtor and its legal counsel in
the development of a reorganization exit plan; and
vi. other professional services directly related to the
Debtor's administration of its bankruptcy proceeding.
The firm will be paid at these rates:
Senior Managing Director $1,145 to $1,285 per hour
Managing Director $950 to $1,065 per hour
Senior Director $780 to $900 per hour
Director $650 to $750 per hour
Senior Associate $530 to $600 per hour
Associate $450 to $510 per hour
Paraprofessional $350 to $405 per hour
Mr. Perry disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Russell A. Perry
Ankura Consulting Group, LLC
485 Lexington Avenue, 10th Floor
New York, NY 10017
Tel: (212) 818 1555
Mobile: (917) 273 9748
Email: russell.perry@ankura.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.
THORCO INC: Gets OK to Hire Klinkhammer Law Offices as Counsel
--------------------------------------------------------------
Thorco, Inc. received approval from the U.S. Bankruptcy Court for
the District of Montana to employ Klinkhammer Law Offices to
substitute for Shimanek Law, PLLC.
Klinkhammer Law offices will render services to the Debtor
including general counseling and local representation before the
bankruptcy court in connection with its Chapter 11 case.
The firm will bill $275 per hour for its services.
As disclosed in court filings, Klinkhammer Law offices is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael Klinkhammer, Esq.
Klinkhammer Law Offices
P.O. Box 9137
Kalispell, MT 59901
Tel: 406-257-7277
Fax: 888-414-1015
About Thorco Inc.
Thorco, Inc. is classified under heavy and civil engineering
construction and has been in business for more than 10 years. It is
located in Kalispell, Mont.
Thorco filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mont. Case No. 22-90119) on July 29,
2022, with as much as $50,000 in both assets and liabilities.
Christy L. Brandon serves as Subchapter V trustee.
Judge Joseph M. Meier oversees the case.
The Debtor tapped Klinkhammer Law Offices as bankruptcy counsel;
Kris A. McLean Law Firm, PLLC as special counsel; and Andrew
Johnson CPA, PLLC as accountant.
TRIBUNE MEDIA: 3d Cir. Affirms Disallowance of Henke's POC
----------------------------------------------------------
In the appealed case captioned as In re TRIBUNE MEDIA COMPANY,
f/k/a Tribune Company, Reorganized Debtors. ROBERT HENKE,
Appellant, Case No. 21-2000, (3d Cir.), the U.S. Court of Appeals
for the Third Circuit affirms the District Court's judgment
sustaining the judgment of the Bankruptcy Court disallowing Robert
Henke's proof of claim.
In 2008, Tribune Media Company, which was the parent company of the
publication the Baltimore Sun, filed for Chapter 11 bankruptcy. In
2009, Robert Henke filed timely claims against the Sun in the
bankruptcy proceedings, stating that he had a defamation cause of
action against the Sun in relation to its 2007 publication of an
article about him.
Tribune and the Sun objected to Henke's proof of claim and moved to
disallow his claims. The Bankruptcy Court sustained the objection
and disallowed Henke's claims. Henke appealed to the District
Court, which vacated the Bankruptcy Court's decision on the basis
that Henke did not receive notice that he could present evidence at
the hearing.
On remand, the Bankruptcy Court held an evidentiary hearing, where
the Debtors presented one witness -- the writer of the allegedly
defamatory article -- and Henke presented documentary evidence.
Upon considering the evidence, the Bankruptcy Court issued an
opinion disallowing Henke's claims. Henke again appealed to the
District Court, contending that the Bankruptcy Court was biased
against him and that he was deprived of due process. The District
Court affirmed the Bankruptcy Court's decision. This appeal
followed.
On appeal, Henke first appears to contend that the Bankruptcy Court
was an improper forum that deprived him of a jury trial. The Third
Circuit finds that contention without merit. The Court holds that:
"the Bankruptcy Court was an appropriate forum that had
jurisdiction over Henke's claims, and he waived his right to a jury
trial by filing his proof of claim in the Bankruptcy Court."
The Third Circuit likewise disagrees with Henke's claims that he
was denied due process because the Bankruptcy Court was biased
against him. The Court points out to the District Court's
explanation in affirming the Bankruptcy Court, "there is no
evidence of bias in the Bankruptcy Court's opinion, and Henke's
allegation that the Bankruptcy Judge had "plagiarized" the judge
formerly assigned to the case is baseless. . . Henke's claims of
bias rely on the court's legal conclusions and rulings, which alone
are insufficient to evidence bias. . . contrary to Henke's
assertions, the Bankruptcy Court's opinion reflects that it
reviewed and considered his evidence."
To the extent that Henke challenges the Bankruptcy Court's denial
of his request for six months' preparation for the evidentiary
hearing, the Third Circuit has reviewed the court's decision for
abuse of discretion and discerns no such abuse. The Court
determines that "the matter was remanded for an evidentiary hearing
in February 2019, and the evidentiary hearing occurred on July 2,
2019. Henke timely produced discovery and complied with the
stipulated discovery order. The week prior to the hearing, the
Bankruptcy Court provided the parties an opportunity to request a
continuance if they needed further time to prepare; Henke did not
make such a request." Accordingly, the Court concludes that Henke
received sufficient opportunity to be heard and cannot say that the
Bankruptcy Court failed to afford him due process. To the extent
that Henke otherwise challenges the merits of the Bankruptcy
Court's rulings, the Court does not consider his contentions
because he did not raise them in the District Court.
A full-text copy of the Opinion dated March 24, 2023, is available
https://tinyurl.com/4cbc34h4 from Leagle.com.
About Tribune Media
Tribune Media Company, headquartered in Chicago, Ill., benefits
from television assets including 42 broadcast stations in 33
markets reaching 26% (with the reinstated UHF discount) of U.S.
households and the WGN America network with subscribers approaching
80 million. Tribune Media holds minority equity interests in
several media enterprises including TV Food Network which
contribute cash distributions. The company emerged from Chapter 11
bankruptcy protection at the end of 2012 and certain creditors
prior to Chapter 11 filing are now shareholders with funds of
Oaktree Capital Management LP (roughly 16%), Angelo, Gordon & Co.
LP (7%), and JPMorgan Chase (7%) representing three of the five
largest shareholders.
TRILOK FUSION: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Trilok Fusion Arts, Inc. to use cash collateral on an
interim basis in accordance with the budget.
The Court said the Debtor is permitted to use $383,594 of the cash
collateral through May 31, 2023.
The Debtor will provide payments to the landlord totaling $234,740,
through the use of Cash Collateral as follows;
a. Upon execution of the stipulation of settlement, the Debtor
will remit $113,452 which represents $74,121 for use and occupancy
charges for September (stub) period and October, 2022, $9,331 for
real estate taxes owed and $30,000 for legal fees; and
b. The Debtor will continue to remit $40,429 in advance of the
first day of each month through June 2023.
The Debtor will pay Charles Persing, the Subchapter V Trustee
$13,000 as final payment for his legal services.
A final hearing on the matter is set for April 12, 2023 at 11 a.m.
A copy of the order is available at https://bit.ly/3lUkxKk from
PacerMonitor.com.
About Trilok Fusion Arts, Inc.
Trilok Fusion Arts, Inc. is a not-for-profit organization formed in
2001 and commenced operations as an educational institution in
2007. The Trilok school provides education for children from
kindergarten to high school. The school's curriculum includes a
premium academic program as well programs in Arts and Humanities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42116) on September 6,
2022. In the petition signed by Sudha Seetharaman, executive
director, the Debtor disclosed $327,346 in assets and $1,161,000 in
liabilities.
Judge Jil Mazer-Marino oversees the case.
Clover Barrett, Esq., at Clover Barrett and Associates PC is the
Debtor's counsel.
TUESDAY MORNING: Committee Taps Lowenstein Sandler as Lead Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of Tuesday Morning
Corporation and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire
Lowenstein Sandler, LLP as its lead counsel.
The firm's services include:
(a) advising the committee with respect to its rights, duties,
and powers in the Chapter 11 Cases;
(b) assisting and advising the committee in its consultations
with the Debtors relative to the administration of the Chapter 11
Cases;
(c) assisting the committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and in
negotiating with holders of claims and equity interests;
(d) assisting the committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' business;
(e) assisting the committee in analyzing (i) the Debtors'
pre-petition financing, (ii) proposed use of cash collateral, and
(iii) the Debtors' proposed debtor-in-possession financing (DIP
Financing), the terms and conditions of the proposed DIP Financing
and the adequacy of the proposed DIP Financing budget;
(f) assisting the committee in its investigation of the liens
and claims of the holders of the Debtors' pre-petition debt and the
prosecution of any claims or causes of action revealed by such
investigation;
(g) assisting the committee in its analysis of, and
negotiations with, the Debtors or any third-party concerning
matters related to, among other things, the assumption or rejection
of certain leases of nonresidential real property and executory
contracts, asset dispositions, sale of assets, financing of other
transactions and the terms of one or more plans of reorganization
for the Debtors and accompanying disclosure statements and related
plan documents;
(h) assisting and advising the committee as to its
communications to unsecured creditors regarding significant matters
in the Chapter 11 cases;
(i) representing the committee at hearings and other
proceedings;
(j) reviewing and analyzing applications, orders, statements
of operations, and schedules filed with the Court and advising the
committee as to their propriety;
(k) assisting the committee in preparing pleadings and
applications as may be necessary in furtherance of the committee's
interests and objectives in the Chapter 11 Cases, including without
limitation, the preparation of retention papers and fee
applications for the committee's professionals, including
Lowenstein Sandler;
(l) assisting the committee and providing advice concerning
the proposed sale of substantially all of the Debtors' assets,
including issues concerning any potential competing bidders and the
auction process;
(m) assisting the committee with respect to issues that may
arise concerning the Debtors' employees;
(n) preparing, on behalf of the committee, any pleadings,
including without limitation, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection with
any of the foregoing; and
(o) performing such other legal services as may be required or
are otherwise deemed to be in the interests of the committee in
accordance with the committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules, or other applicable law.
Lowenstein Sandler's hourly rates are as follows:
Partners $690 - $1,835
Of Counsel $810 - $1,475
Senior Counsel $630 - $1,410
Counsel $575 - $1,070
Associates $475 - $965
Paralegals $240 - $425
Lowenstein Sandler has agreed to discount its partner rates by 10
percent.
Jeffrey Cohen, Esq., a partner at Lowenstein Sandler, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
In addition, the firm will seek reimbursement for expenses
incurred.
Lowenstein Sandler also provided the following in response to the
request for additional information contained in paragraph D.1. of
the U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Yes. Lowenstein Sandler has agreed to discount its
partner rates by 10 percent.
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 period. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Lowenstein Sandler did not represent the committee
prior to the petition date.
Question: Has your client approved your prospective budget and
staffing plan and, if so, for what budget period?
Response: Lowenstein Sandler expects to develop a budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures, as to which Lowenstein
Sandler reserves all rights. The committee has approved Lowenstein
Sandler's proposed hourly billing rates.
The firm can be reached through:
Jeffrey Cohen, Esq.
Lowenstein Sandler, LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: +1 212-419-5868
Fax: +1 973-597-2400
Email: jcohen@lowenstein.com
About Tuesday Morning
Dallas, Texas-based Tuesday Morning Corporation is an off-price
retailer specializing in products for the home, including upscale
home textiles, home furnishings, housewares, gourmet food, toys and
seasonal decor, at prices generally below those found in boutique,
specialty and department stores, catalogs and on-line retailers.
Tuesday Morning and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on
Feb. 14, 2023. The Debtors said both assets and liabilities, on a
consolidated basis, range from $100 million to $500 million.
Judge Edward L. Morris presides over the cases.
The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as bankruptcy
counsel; Phelanlaw as special counsel; Force Ten Partners LLC as
financial advisor; and Piper Sandler & Co. as investment banker.
Stretto, Inc. is the claims and noticing agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors Chapter 11 cases. The
committee is represented by the law firms of Fox Rothschild, LLP
and Lowenstein Sandler, LLP. Province, LLC serves as the
committee's financial advisor.
TUESDAY MORNING: Committee Taps Province LLC as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors of Tuesday Morning
Corporation and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire
Province, LLC as its financial advisor.
The firm's services include:
(a) becoming familiar with and analyzing the Debtors' budget,
assets and liabilities, and overall financial condition;
(b) reviewing financial and operational information furnished
by the Debtors;
(c) monitoring the sale process, reviewing bidding procedures,
stalking horse bids, asset purchase agreements, interfacing with
the Debtors' professionals, and advising the committee regarding
the process;
(d) scrutinizing the economic terms of various agreements,
including, but not limited to, the Debtors' KEIP and KERP and
various professional retentions;
(e) analyzing the Debtors' proposed business plans and
developing alternative scenarios, if necessary;
(f) assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
(g) preparing, or reviewing as applicable, avoidance action
and claim analyses;
(h) assisting the committee in reviewing the Debtors'
financial reports, including, but not limited to, statements of
financial affairs, schedules of assets and liabilities, and monthly
operating reports;
(i) advising the committee on the current state of these
Chapter 11 Cases;
(j) advising the committee in negotiations with the Debtors
and third parties as necessary;
(k) if necessary, participating as a witness in hearings
before the Court with respect to matters upon which Province has
provided advice;
(l) other activities as are approved by the committee, the
committee's counsel, and as agreed to by Province; and
(m) perform such other services as may be required or are
otherwise deemed to be in the interests of the committee in
accordance with the committee's powers and duties as set forth in
the Bankruptcy Code, Bankruptcy Rules or other applicable law.
Province's standard hourly rates are:
Managing Directors and Principals $860 - $1,350
Vice Presidents, Directors, and
Senior Directors $580 - $950
Analysts, Associates,
and Senior Associates $300 - $650
Other / Para-Professional $220 - $300
Sanjuro Kietlinski, a principal of Province, 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:
Sanjuro Kietlinski
Province, LLC
2360 Corporate Circle, Suite 340
Henderson, NV 89074
Phone: +1 (702) 685-5555
Email: skietlinski@provincefirm.com
About Tuesday Morning
Dallas, Texas-based Tuesday Morning Corporation is an off-price
retailer specializing in products for the home, including upscale
home textiles, home furnishings, housewares, gourmet food, toys and
seasonal decor, at prices generally below those found in boutique,
specialty and department stores, catalogs and on-line retailers.
Tuesday Morning and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on
Feb. 14, 2023. The Debtors said both assets and liabilities, on a
consolidated basis, range from $100 million to $500 million.
Judge Edward L. Morris presides over the cases.
The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as bankruptcy
counsel; Phelanlaw as special counsel; Force Ten Partners LLC as
financial advisor; and Piper Sandler & Co. as investment banker.
Stretto, Inc. is the claims and noticing agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors Chapter 11 cases. The
committee is represented by the law firms of Fox Rothschild, LLP
and Lowenstein Sandler, LLP. Province, LLC serves as the
committee's financial advisor.
VIRGIN ORBIT: Commences Voluntary Chapter 11 Proceeding
-------------------------------------------------------
Virgin Orbit Holdings, Inc. and its U.S. subsidiaries, a responsive
space launch provider, on April 4 disclosed that it commenced a
voluntary proceeding under Chapter 11 of the U.S. Bankruptcy Code
("Chapter 11") in the United States Bankruptcy Court in the
District of Delaware in order to effectuate a sale of the business.
With the support of Virgin Investments Limited in the form of
debtor-in-possession ("DIP") financing, Virgin Orbit intends to use
the Chapter 11 process to maximize value for its business and
assets.
This announcement follows the Company's previous statement about
reducing its workforce due to an inability to raise sufficient
out-of-court capital to continue operating its business at the
current run-rate.
"The team at Virgin Orbit has developed and brought into operation
a new and innovative method of launching satellites into orbit,
introducing new technology and managing great challenges and great
risks along the way as we proved the system and performed several
successful space flights -- including successfully launching 33
satellites into their precise orbit. While we have taken great
efforts to address our financial position and secure additional
financing, we ultimately must do what is best for the business. We
believe that the cutting-edge launch technology that this team has
created will have wide appeal to buyers as we continue in the
process to sell the Company. At this stage, we believe that the
Chapter 11 process represents the best path forward to identify and
finalize an efficient and value-maximizing sale," said Dan Hart,
CEO of Virgin Orbit.
"I'm incredibly grateful and proud of every one of our teammates,
both for the pioneering spirit of innovation they've embodied and
for their patience and professionalism as we've managed through
this difficult time. Today my thoughts and concerns are with the
many talented teammates and friends now finding their way forward
who have been committed to the mission and promise of all that
Virgin Orbit represents. I am confident of what we have built and
hopeful to achieve a transaction that positions our Company and our
technology for future opportunities and missions."
To help fund the process and protect its operations, the Company
has received a commitment from Virgin Investments Limited for $31.6
million in new money DIP financing. Upon approval from the
Bankruptcy Court, the DIP financing is expected to provide Virgin
Orbit with the necessary liquidity to continue operating as it
furthers the marketing process commenced pre-petition to sell the
Company and seek a value-maximizing transaction for the business
and its assets.
The Company is focused on a swift conclusion to its sale process in
order to provide clarity on the future of the Company to its
customers, vendors, and employees. In the interim, Virgin Orbit
will continue operating in the ordinary course as a
"debtor-in-possession" under the jurisdiction of the bankruptcy
court and in accordance with the applicable provisions of the U.S.
Bankruptcy Code. Virgin Orbit has filed customary motions
requesting that the Court authorize the Company's ability to its
use cash on hand and access the DIP financing to support this
process, including payment of remaining employee wages and benefits
without interruption. The Company intends to pay suppliers and
vendors to the fullest extent possible pursuant to normal terms for
goods and services provided on or after the filing date. The
Company is also committed to working with its customers as it tries
to find a buyer that will be able to continue to fulfill their
needs.
For more information about Virgin Orbit's Chapter 11 case, please
visit https://cases.ra.kroll.com/virginorbit/ or contact Kroll, the
Company's noticing and claims agent, at +1 833-570-5269 (Toll
Free), +1 646-440-4773 (International) or by e-mail at
VirginOrbitInfo@ra.kroll.com.
Virgin Orbit is represented by Latham & Watkins as restructuring
counsel, Young Conaway Stargatt & Taylor, LLP as local
restructuring counsel, Alvarez & Marsal as restructuring advisor,
and Ducera as investment banker. Virgin Group is represented by
Davis Polk & Wardwell as restructuring counsel, Morris, Nichols,
Arsht & Tunnell as local restructuring counsel, and FTI Consulting
as financial advisor.
About Virgin Orbit
Virgin Orbit Holdings, Inc (Nasdaq: VORB) --
http://www.virginorbit.com/-- operates one of the most flexible
and responsive space launch systems ever built. Founded by Sir
Richard Branson in 2017, the Company began commercial service in
2021, and has already delivered commercial, civil, national
security, and international satellites into orbit. Virgin Orbit's
LauncherOne rockets are designed and manufactured in Long Beach,
California, and are air-launched from a modified 747-400 carrier
aircraft that allows Virgin Orbit Holdings, Inc., to operate from
locations all over the world in order to best serve each customer's
needs.
VISIONARY LABELS: Court OKs Deal on Cash Collateral
---------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, authorized Visionary Labels and Packaging LLC
to use cash collateral on an interim basis in accordance with its
agreement with the U.S. Small Business Administration.
Pre-petition, on August 3, 2021, the Debtor executed an SBA note,
pursuant to which the Debtor obtained a COVID Economic Injury
Disaster Loan in the amount of $500,000. The terms of the Note
require the Debtor to pay principal and interest payments of $2,505
every month beginning 18 months from the date of the Note over the
30 year term of the SBA Loan, with a maturity date of on August 3,
2051. The SBA Loan has an annual rate of interest of 3.75% and may
be prepaid at any time without notice or penalty. As of the
Petition Date, the amount due on the SBA Loan was $530,000.
As evidenced by a Security Agreement executed on August 3, 2021 and
a valid UCC-1 filing on August 17, 2021 as Filing Number
U210076078227, the SBA Loan is secured by all tangible and
intangible personal property.
The SBA consents to the Debtor's continued use of cash collateral
through and including May 3, 2023 for payment of the ordinary and
necessary expenses as set forth in the budget.
As adequate protection, retroactive to the Petition Date, the SBA
will receive a replacement lien(s) that is deemed valid, binding,
enforceable, non-avoidable, and automatically perfected, effective
as of the Petition Date, on all postpetition revenues of the Debtor
to the same extent, priority and validity that its lien attached to
the Personal Property Collateral. The scope of the Replacement Lien
is limited to the amount (if any) that the cash collateral
diminishes post-petition as a result of the Debtor's post-petition
use of the cash collateral.
The Debtor will remit adequate protection payments to the SBA in
the amounts and terms as set forth in the applicable SBA Loan
documents, with the first payment to be paid on or before May 3,
2023, in the amount of $2,505, and continuing until further Court
order regarding interim or final use of cash collateral, or the
entry of an order confirming the Debtor's plan of reorganization,
whichever occurs earlier. The Debtor agrees that any SBA mailing of
monthly billing statements to the Debtor will be for informational
purposes only and will not be deemed a violation of the automatic
stay.
The SBA is entitled to a super-priority claim over the life of the
Debtor's bankruptcy case, pursuant to 11 U.S.C. section 503(b),
507(a)(2) and 507(b), which claim will be limited to any diminution
in the value of the SBA's collateral, pursuant to the SBA Loan, as
a result of the Debtor's use of cash collateral on a post-petition
basis.
A copy of the stipulation is available at https://bit.ly/3Ku8Fsb
from PacerMonitor.com.
A copy of the order is available at https://bit.ly/3zpg4T6 from
PacerMonito.com.
About Visionary Labels and Packaging, LLC
Visionary Labels and Packaging, LLC is in the business of labeling
and providing labeled cans to beer brewers and other makers of
canned beverages.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11032) on March 17,
2023. In the petition signed by Frank Sanchez, chief executive
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Magdalena Reyes Bordeaux oversees the case.
Giovanni Orantes, Esq., at The Orantes Law Firm, A.P.C., represents
the Debtor as legal counsel.
WADE PARK: Court Grants Kalikow's Bid to Dismiss SAC
----------------------------------------------------
In the case captioned as WADE PARK LAND HOLDINGS, LLC et al.,
Plaintiffs, v. JONATHAN KALIKOW et al., Defendants, No. 21-cv-1657
(LJL), (S.D.N.Y.), Judge Lewis J. Liman of the U.S. District Court
for the Southern District of New York denies the Plaintiffs' motion
to transfer and grants the Defendants' motion to dismiss the second
amended complaint with prejudice.
The Plaintiffs Wade Park Land, LLC and Wade Park Land Holdings, LLC
first initiated this action against the Defendants (and Blake
Goodman) on Aug. 27, 2020, as an adversary proceeding in the U.S.
Bankruptcy Court for the Northern District of Georgia, where WP
Land and WPL Holdings had filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code. Thereafter, the Defendants
(excluding Goodman) moved to dismiss the complaint for failure to
state a claim and for the case to be transferred to the U.S.
District Court for the Southern District of New York pursuant to 28
U.S.C. Section 1404(a) and the mandatory forum selection clause in
WP Ventures' LLC Agreement.
On March 4, 2022, the Court issued an Order and Opinion granting
the Defendants' motion to dismiss the Plaintiffs' first amended
complaint in its entirety. Subsequently, the Court granted the
Plaintiffs' motion to alter the judgment, allowing the Plaintiffs
to replead their two claims for fraudulent transfer under federal
law and Georgia law. The Plaintiffs timely filed their second
amended complaint. The Defendants filed a renewed motion to dismiss
the second amended complaint.
The March 2022 Opinion dismissed the fraudulent transfer claims as
alleged in the first amended complaint. In that Opinion, the Court
concluded that the allegations that the transfers left WP Land and
WPL Holdings without assets to satisfy their respective remaining
obligations was "wholly conclusory."
The second amended complaint retains all the previously described
allegations from the first amended complaint. The first amended
complaint had alleged that "appraisals of the land itself show a
value in excess of $550 million," and the second amended complaint
likewise newly alleges that "independent appraiser BBG, Inc.
appraised the as-is market value of the Wade Park properties as of
Oct. 18, 2018, at $565 million."
In granting the motion to dismiss, the Court finds that "the
Plaintiffs' pleading fails to cure the defects of the first amended
complaint. . . The new allegations in the second amended complaint
offer little more than such a conclusion, which is insufficient. .
. An appraisal is an opinion, not an assertion of fact." The Court
concludes that "the Plaintiffs cannot rely upon the full BBG
appraisal report in opposition to the motion to dismiss. The
document is not one of which the Court can take judicial notice.
Nor is the report a document of which the Defendants had notice.
Permitting Plaintiffs now to rely upon the report, when Defendants
did not have any notice of the facts that Plaintiffs would rely
upon from the BBG appraisal report until after they had filed their
motion. . . would cause prejudice to Defendants."
In the motion to transfer, the Plaintiffs argue that the case
should be transferred back to the District Court for the Northern
District of Georgia because the reasons for its transfer to this
Court no longer apply.
Judge Liman denies the motion to transfer. Judge Liman reasons that
"the locus of operative facts is not predominantly in Georgia. . .
agreements between the parties. . . were negotiated in New York. .
. the proceeds of the loans are deemed to have been disbursed from
New York. The fact that WP Land and WPL Holdings are debtors in
cases pending in the Bankruptcy Court in the Northern District of
Georgia is of no weight where. . . the case has been removed from
bankruptcy court and will not be proceeding there. The Court has
issued. . . a decision on the motion to dismiss, applying the
standards in this Circuit. . . it considered and analyzed the
Plaintiffs' avoidance claims. . . and. . . Plaintiffs' non-core
claims. It makes no sense for the Court now. . . to transfer the
case to a foreign Court for it to have to educate itself on the
legal issues afresh."
A full-text copy of the Opinion and Order dated March 23, 2023, is
available https://tinyurl.com/2p929kmx from Leagle.com.
About Wade Park Land Holdings
Wade Park Land Holdings, LLC and Wade Park Land, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Lead Case No. 20-11192) on Aug. 26, 2020. The petitions were
signed by Stanley E. Thomas, authorized representative.
At the time of the filing, Wade Park Land Holdings had estimated
assets of between $100 million and $500 million and liabilities of
between $100 million and $500 million. Wade Park Land had an
estimated assets of between $100 million and $500 million and
liabilities of between $50 million and $100 million.
Stone & Baxter, LLP is Debtors' legal counsel.
WBS CAPITAL: Seeks Cash Collateral Access
-----------------------------------------
WBS Capital Inc. asks the U.S. Bankruptcy Court for the Eastern
District of New York for authority to use the cash collateral of
its mortgagee, SHC-ET VI, LLC, as Successor-In-Interest to
Stronghill Capital, LLC and SHC-ET VII, LLC, as
Successor-In-Interest to Stronghill Capital, LLC and provide
related relief.
The Debtor is the fee owner of the real property commonly known as
and located at 1405-1447 Saint Paul Street, Rochester, NY 14621.
WBS purchased the Property in September 2018. The Property consists
of a total of 15 tax lots and consists of approximately 780,000 sq.
ft. The Property was the former Kodak Hawkeye Plant, a historically
significant property that was previously utilized for research,
development, and manufacturing purposes often for the U.S.
government. The Property is federally designated as a foreign trade
zone. Based upon an appraisal obtained in August 2021, the Debtor
believes there is substantial equity in the Property. Since
acquiring the Property, the Debtor has spent millions of dollars
improving the Property including substantial environmental
remediation.
The Debtor's financial difficulties have been primarily caused by
the Covid-19 pandemic which drastically affected the Debtor's
ability to reposition the Property into a trade show exhibition
space for international trade, primarily for far eastern
businesses. In October 2022, the Debtor defaulted on its loan
payments to the Mortgagee and the Mortgagee commenced a mortgage
foreclosure action in the Supreme Court of the State of New York,
Monroe County in late January 2023 and sought and obtained, on an
ex parte basis, the appointment of the receiver over the Property
pending the resolution of the Foreclosure Action.
The Debtor needs to use cash collateral which includes rents from
occupants/tenants at the Property to pay ordinary and necessary
operating expenses associated with maintaining the Property.
In August 2021, the Mortgagee's predecessor-in-interest, Stronghill
Capital LLC, extended a loan to the Debtor in the sum of $10
million. The Loan is evidenced by a Loan Agreement dated August 27,
2021 and two promissory notes in the principal amount of $5 million
each. The Notes are secured by, among other things, a mortgage,
assignment of rents and security agreement against the Property.
As of the Filing Date, the Debtor owed the Mortgagee between $10
million and $11 million which includes the unpaid principal amount
of approximately $9.8 million, past due interest and other charges.
The Mortgagee is currently imposing the default rate of 17.99%
retroactive to October 1, 2022.
The Mortgagee is adequately protected by replacement liens in the
Debtor's post-petition rents. The Debtor's proposed use of cash
collateral will generate additional rents post-petition of at least
equivalent value to those rents used under the Budget.
The Mortgagee will be further protected by the Debtor’s monthly
adequate protection payments. The Debtor proposes to pay
essentially the net rents after payment of operating expenses set
forth in the Budget to the Mortgagee on a monthly basis. The
Bankruptcy Code specifically recognizes payment of periodic cash
payments as a form of adequate protection.
A copy of the motion is available at https://bit.ly/3Zzdzby from
PacerMonitor.com.
About WBS Capital Inc.
WBS Capital Inc. is the fee simple owner of a property located at
1405 - 1447 Saint Paul Street, Rochester, NY 14621 valued at $35
million.
WBS Capital Inc. filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40939) on March
22, 2023. In the petition filed by Xiaomei Lu, as president, the
Debtor reported total assets of $37,002,023 and total liabilities
of $11,259,653.
The Debtor is represented by Scott Markowitz, Esq., at Tarter
Krinsky & Drogin LLP.
WHITE RABBIT: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington at
Vancouver authorized White Rabbit Ventures, Inc., dba Matrix
Roofing, and Home Solutions dba Matrix Roof+Home to use cash
collateral on a further interim basis in accordance with the budget
through May 2, 2023.
The U.S. Small Business Administration is granted a replacement
lien in the Debtor's postpetition assets, to the same extent,
validity, and priority it had in the Debtor's prepetition assets,
excluding any security interests in avoidance actions pursuant to
Sections 506(c), 544, 545, 547, 548, and 549 of the Bankruptcy
Code, and without prejudice to the ability of the Debtor or its
creditors to contest the amount, validity and priority of the
replacement lien.
The authority to continue using cash collateral granted under the
Order will not expire until May 2, 2023, entry of a sixteenth
interim order authorizing continued use of cash collateral, or
entry of a final order authorizing continued use of cash
collateral, whichever is later.
A continued telephonic hearing on the matter is scheduled for May 2
at 9 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3m41ahW from PacerMonitor.com.
The Debtor projects $190,819 in cost for April 2023.
About White Rabbit Ventures, Inc.
White Rabbit Ventures, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173) on
February 14, 2022. In the petition signed by Wendy J. Marvin, chief
executive officer, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge Mary Jo Heston oversees the case.
Geoffrey Groshong, Esq., at Groshong Law PLLC is the Debtor's
counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re The Floor Store, LLC
Bankr. W.D. Ark. Case No. 23-70401
Chapter 11 Petition filed March 28, 2023
See
https://www.pacermonitor.com/view/5N3WJEI/The_Floor_Store_LLC__arwbke-23-70401__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc Honey, Esq.
HONEY LAW FIRM, P.A.
E-mail: mhoney@honeylawfirm.com
In re Vincente Ortiz
Bankr. C.D. Cal. Case No. 23-11833
Chapter 11 Petition filed March 28, 2023
In re G Arata & Son Inc.
Bankr. E.D. Cal. Case No. 23-90129
Chapter 11 Petition filed March 28, 2023
See
https://www.pacermonitor.com/view/P6ZZFFY/G_Arata__Son_Inc__caebke-23-90129__0001.0.pdf?mcid=tGE4TAMA
represented by: David C. Johnston, Esq.
DAVID C. JOHNSTON
E-mail: david@johnstonbusinesslaw.com
In re Bramble 34 Corp.
Bankr. E.D.N.Y. Case No. 23-71046
Chapter 11 Petition filed March 28, 2023
See
https://www.pacermonitor.com/view/55UXVAA/Bramble_34_Corp__nyebke-23-71046__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Constantly Growing, Inc.
Bankr. E.D. Cal. Case No. 23-20992
Chapter 11 Petition filed March 29, 2023
See
https://www.pacermonitor.com/view/PPHYXGA/Constantly_Growing_Inc__caebke-23-20992__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen Reynolds, Esq.
REYNOLDS LAW CORPORATION
E-mail: sreynolds@lr-law.net
In re Gail Suzzane Marie Teymourian
Bankr. N.D. Cal. Case No. 23-30180
Chapter 11 Petition filed March 29, 2023
represented by: Gregory Rougeau, Esq.
In re 64 Boulevard LLC
Bankr. E.D.N.Y. Case No. 23-71050
Chapter 11 Petition filed March 29, 2023
See
https://www.pacermonitor.com/view/BMVKRRI/64_Boulevard_LLC__nyebke-23-71050__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Atlantic Grand Ventures, LLC
Bankr. E.D.N.Y. Case No. 23-41073
Chapter 11 Petition filed March 29, 2023
See
https://www.pacermonitor.com/view/YMLLO4Q/Atlantic_Grand_Ventures_LLC__nyebke-23-41073__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Austin Properties LLC
Bankr. E.D.N.Y. Case No. 23-71076
Chapter 11 Petition filed March 29, 2023
See
https://www.pacermonitor.com/view/76TCMDI/Austin_Properties_LLC__nyebke-23-71076__0001.0.pdf?mcid=tGE4TAMA
represented by: Erica Yitzhak, Esq.
THE YITZHAK LAW GROUP
E-mail: erica@etylaw.com
In re 824 North Dixie, Inc.
Bankr. S.D. Fla. Case No. 23-12439
Chapter 11 Petition filed March 30, 2023
See
https://www.pacermonitor.com/view/F3JYNCA/824_North_Dixie_Inc__flsbke-23-12439__0001.0.pdf?mcid=tGE4TAMA
represented by: Scott Alan Orth, Esq.
LAW OFFICES OF SCOTT ALAN ORTH, P.A.
E-mail: scott@orthlawoffice.com
In re 826 North Dixie, Inc.
Bankr. S.D. Fla. Case No. 23-12440
Chapter 11 Petition filed March 30, 2023
See
https://www.pacermonitor.com/view/PSGD5CQ/826_North_Dixie_Inc__flsbke-23-12440__0001.0.pdf?mcid=tGE4TAMA
represented by: Scott Alan Orth, Esq.
LAW OFFICES OF SCOTT ALAN ORTH, P.A.
E-mail: scott@orthlawoffice.com
In re Adam Royce Bignell
Bankr. E.D. Mich. Case No. 23-42939
Chapter 11 Petition filed March 30, 2023
represented by: Yuliy Osipov, Esq.
In re CNBG Real Estate II, Ltd.
Bankr. W.D. Tex. Case No. 23-50335
Chapter 11 Petition filed March 30, 2023
See
https://www.pacermonitor.com/view/MAPB2XQ/CNBG_Real_Estate_II_Ltd__txwbke-23-50335__0001.0.pdf?mcid=tGE4TAMA
represented by: William B. Kingman, Esq.
LAW OFFICES OF WILLIAM B. KINGMAN, P.C.
E-mail: bkingman@kingmanlaw.com
In re MacDremma, Inc.
Bankr. C.D. Cal. Case No. 23-11301
Chapter 11 Petition filed March 31, 2023
See
https://www.pacermonitor.com/view/MO54V7Q/MacDremma_Inc__cacbke-23-11301__0001.0.pdf?mcid=tGE4TAMA
represented by: Summer Shaw, Esq.
SHAW & HANOVER, PC
E-mail: ss@shaw.law
In re Jorge Luis Delatorre
Bankr. S.D. Fla. Case No. 23-12521
Chapter 11 Petition filed March 31, 2023
represented by: Peter Spindel, Esq.
In re 403 LLC
Bankr. E.D.N.Y. Case No. 23-41131
Chapter 11 Petition filed March 31, 2023
See
https://www.pacermonitor.com/view/LUMOTRY/403_LLC__nyebke-23-41131__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
E-mail: knash@gwfglaw.com
In re Apple Commuter Inc.
Bankr. E.D.N.Y. Case No. 23-41107
Chapter 11 Petition filed March 31, 2023
See
https://www.pacermonitor.com/view/MW4WR6Y/Apple_Commuter_Inc__nyebke-23-41107__0001.0.pdf?mcid=tGE4TAMA
represented by: Lawrence F. Morrison, Esq.
MORRISON TENENBAUM PLLC
E-mail: lmorrison@m-t-law.com
In re Matthew Dell Hanley and Janette Cecilia Hanley
Bankr. E.D.N.C. Case No. 23-00905
Chapter 11 Petition filed March 31, 2023
In re Boundary LLC
Bankr. M.D. Pa. Case No. 23-00718
Chapter 11 Petition filed March 31, 2023
See
https://www.pacermonitor.com/view/Z5WEGQY/Boundary_LLC__pambke-23-00718__0001.0.pdf?mcid=tGE4TAMA
represented by: E. Haley Rohrbaugh, Esq.
CGA LAW FIRM
E-mail: hrohrbaugh@cgalaw.com
In re Shyam L. Dahiya
Bankr. C.D. Cal. Case No. 23-10678
Chapter 11 Petition filed April 2, 2023
represented by: Michael Totaro, Esq.
In re Gospel Hill Missionary Baptist Church
Bankr. S.D. Tex. Case No. 23-31179
Chapter 11 Petition filed April 2, 2023
See
https://www.pacermonitor.com/view/THS3PWA/Gospel_Hill_Missionary_Baptist__txsbke-23-31179__0001.0.pdf?mcid=tGE4TAMA
represented by: Jack N. Fuerst, Esq.
JACK N. FUERST, ATTORNEY AT LAW
E-mail: jfuerst@sbcglobal.net
In re Bryan J. Hebert and Amye G. Hebert
Bankr. W.D. Ark. Case No. 23-70443
Chapter 11 Petition filed April 3, 2023
In re Highwater Group LLC
Bankr. C.D. Cal. Case No. 23-10245
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/Z2XCUYI/Highwater_Group_LLC__cacbke-23-10245__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
E-mail:
michael.berger@bankruptcypower.com
In re S.M.M. Investments, Inc.
Bankr. C.D. Cal. Case No. 23-12014
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/TWELN2I/SMM_Investments_Inc__cacbke-23-12014__0001.0.pdf?mcid=tGE4TAMA
represented by: Lionel E. Giron, Esq.
LAW OFFICES OF LIONEL E. GIRON, PC
E-mail: ecf@lglawoffices.com
In re Ana Reyes Pascasio
Bankr. N.D. Cal. Case No. 23-30201
Chapter 11 Petition filed April 3, 2023
represented by: Arasto Farsad, Esq.
In re Harry Finkle
Bankr. N.D. Cal. Case No. 23-30202
Chapter 11 Petition filed April 3, 2023
represented by: Ruth Auerbach, Esq.
In re Decision Pointe Solutions, LLC
Bankr. D. Colo. Case No. 23-11338
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/DJ2FROI/Decision_Pointe_Solutions_LLC__cobke-23-11338__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey A. Weinman, Esq.
ALLEN VELLONE WOLF HELFRICH & FACTOR,
P.C.
E-mail: jweinman@allen-vellone.com
In re Illumine Medspa & Skincare, LLC
Bankr. M.D. Fla. Case No. 23-01229
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/F6MC2RY/Illumine_Medspa__Skincare_LLC__flmbke-23-01229__0001.0.pdf?mcid=tGE4TAMA
represented by: Benjamin R. Taylor, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
E-mail: btaylor@lathamluna.com
In re Alicia Chen and Jason K. Harvey
Bankr. N.D. Fla. Case No. 23-30211
Chapter 11 Petition filed April 3, 2023
represented by: Edward Peterson, Esq.
In re R B J Associates, Inc.
Bankr. E.D. Ky. Case No. 23-70111
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/KU4OBTI/R_B_J_Associates_Inc__kyebke-23-70111__0001.0.pdf?mcid=tGE4TAMA
represented by: Dean A. Langdon, Esq.
DELCOTTO LAW GROUP PLLC
In re Robbins Enterprises, LLC
Bankr. D. Mass. Case No. 23-10508
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/5DASR4A/Robbins_Enterprises_LLC__mabke-23-10508__0001.0.pdf?mcid=tGE4TAMA
represented by: Peter M. Daigle, Esq.
DAIGLE LAW OFFICE
E-mail: pmdaigleesq@yahoo.com
In re Randazzo's Clam Bar of NY, Inc.
Bankr. E.D.N.Y. Case No. 23-41151
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/BVQHNSQ/Randazzos_Clam_Bar_of_NY_Inc__nyebke-23-41151__0001.0.pdf?mcid=tGE4TAMA
represented by: Vincent M. Lentini, Esq.
E-mail: VincentMLentini@gmail.com
In re Elmwood Heights LLC
Bankr. S.D.N.Y. Case No. 23-22255
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/SHWT64Q/Elmwood_Heights_LLC__nysbke-23-22255__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Derek Ryan Mask
Bankr. W.D. Okla. Case No. 23-10833
Chapter 11 Petition filed April 3, 2023
represented by: Mark Toffoli, Esq.
In re B And C Bros, LLC
Bankr. E.D. Pa. Case No. 23-10986
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/FGYYLCA/B_AND_C_BROS_LLC__paebke-23-10986__0001.0.pdf?mcid=tGE4TAMA
represented by: Maggie Soboleski, Esq.
CENTER CITY LAW OFFICES, LLC
E-mail: msoboles@yahoo.com
In re Kingpriest Holdings, LLC
Bankr. D.S.C. Case No. 23-00968
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/I3XMJGQ/Kingpriest_Holdings_LLC__scbke-23-00968__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Caldwell Industries GP, Inc.
Bankr. N.D. Tex. Case No. 23-40956
Chapter 11 Petition filed April 3, 2023
See
https://www.pacermonitor.com/view/TE2RMKY/Caldwell_Industries_GP_Inc__txnbke-23-40956__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
*********
Monday's edition of the TCR delivers a list of indicative prices
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