/raid1/www/Hosts/bankrupt/TCR_Public/230407.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, April 7, 2023, Vol. 27, No. 96
Headlines
1111 INVESTMENT: Seeks Cash Collateral Access
19378 LEMMER DR: Case Summary & Two Unsecured Creditors
2ND CHANCE: Seeks to Hire Coldwell Banker as Real Estate Broker
ADHERA THERAPEUTICS: Incurs $2.1 Million Net Loss in 2022
ADVANCED PAIN: Case Summary & 20 Largest Unsecured Creditors
ADVANCED REIMBURSEMENT: Exclusivity Period Extended to May 21
AGWAY FARM: Seeks to Extend Plan Exclusivity to May 3
ALL SAINTS EPISCOPAL: Exclusivity Period Extended to June 20
ALLEGIANCE COAL: Taps Plante & Moran as Tax Services Provider
ASLM INVESTMENTS: Commences Subchapter V Proceeding
ASPIRA WOMEN'S: Incurs $27.2 Million Net Loss in 2022
ASPIRA WOMEN'S: Inks Deal to Sell $10M Worth of Common Shares
BANYAN CAY: Wins Interim Cash Collateral Access
BAYOU TOPCO: S&P Alters Outlook to Negative, Affirms 'B-' ICR
BEER REPUBLIC: Business Revenue to Fund Plan Payments
BERGIO INTERNATIONAL: Incurs $3.3 Million Net Loss in 2022
BERRY GLOBAL: Moody's Rates New $500MM 1st Lien Secured Notes 'Ba1'
BESTWALL LLC: Claimants Again Asks Court to Dismiss Case
BEVERLY COMMUNITY HOSPITAL: S&P Affirms 'CCC-' ICR, Outlook Dev.
BIOSTAGE INC: Incurs $6.1 Million Net Loss in 2022
BLACK DIRT: Amends Unsecureds & Several Secured Claims Pay Details
BLUE LEMON ACQUISITION: Taps Vanden Bos & Chapman as Legal Counsel
BLUE LEMON HIGHLAND: Taps Vanden Bos & Chapman as Legal Counsel
BMI WELLNESS: Court OKs Interim Cash Collateral Access
BOMBARDIER INC: Moody's Raises CFR & Senior Unsecured Notes to B2
BRIDGER STEEL: Sells Equipment in Yellowstone County for $346K
BROWNIE'S MARINE: Incurs $1.9 Million Net Loss in 2022
BURGESS POINT: $150MM Incremental Loan No Impact on Moody's B3 CFR
CANOO INC: Incurs $487.7 Million Net Loss in 2022
CHARLES DEWEESE: Objection to Trustee's Road Signs Sale Due Apr. 18
COCRYSTAL PHARMA: Incurs $38.8 Million Net Loss in 2022
CODIAK BIOSCIENCES: Court OKs Interim Cash Collateral Access
CYNTHIA NURSE-KEIZER: Amended Bid to Sell Brooklyn Property Ordered
DELPHI BEHAVIORAL: May 15 Plan Confirmation Hearing Set
DIAMONDHEAD CASINO: Incurs $1.86 Million Net Loss in 2022
DIGITAL MEDIA: HomeQuote.io Deal No Impact on Moody's 'Caa1' CFR
DIGITAL MEDIA: Incurs $52.5 Million Net Loss in 2022
DNP EATS: Case Summary & 10 Unsecured Creditors
DOMINARI HOLDINGS: Incurs $22.1 Million Net Loss in 2022
EAGLE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
EARLY BIRD: Seeks Cash Collateral Access
EMS BILLING: Amends FC Marketplace & Bankers Secured Claims Pay
ENDEAVOR GROUP: S&P Places 'B+' ICR on Watch Neg. on WWE Deal
ENDO INTERNATIONAL: Exclusivity Period Extended to June 12
ETHEMA HEALTH: Swings to $295K Net Income in 2022
EVERGREEN PROPERTY: Taps Farsad Law Office as Bankruptcy Counsel
FARADAY FUTURE: Stockholders Approve Two Proposals
FIRST FRUITS: TriPharma Buying Assets for $1.2M, Subject to Overbid
FOX SUBACUTE: Committee Says Disclosure Statement Inadequate
FRASIER CONTRACTING: Sale of Assets to Sky OneSource for $200K OK'd
G ARATA & SON: Walter Dahl Named Subchapter V Trustee
GRANITE GENERATION: Moody's Confirms 'B1' CFR, Outlook Negative
GREEN ENVIRONMENTAL: Seeks to Hire Klemme & Co. as Accountant
HAWTHORNE HANGAR: Hits Chapter 11 Bankruptcy Protection
HBL SNF: No Resident Care Concerns, 6th PCO Report Says
HOUSTON AMERICAN: Incurs $744K Net Loss in 2022
HOUSTON AMERICAN: To Hold Annual Stockholders Meeting on June 27
INMET MINING: Case Summary & 20 Largest Unsecured Creditors
INSPIREMD INC: Incurs $18.5 Million Net Loss in 2022
J.JILL INC: Posts $42.2 Million Net Income in FY Ended Jan. 28
JILL ACQUISITION: S&P Upgrades ICR to 'B', Outlook Stable
JIM'S ALL SEASONS: Case Summary & 17 Unsecured Creditors
KAYA HOLDINGS: Delays Filing of 2022 Annual Report
LUCIRA HEALTH: Bidding Procedures for Sale of All Assets Approved
LUCIRA HEALTH: Committee Taps Dundon Advisers as Financial Advisor
LUCIRA HEALTH: Committee Taps Lowenstein Sandler as Lead Counsel
LUCIRA HEALTH: Committee Taps Morris James as Delaware Counsel
MADISON CLINIC: Bankr. Administrator Appoints Gregory Watson as PCO
MARINER HEALTH: PCO Reports Resident Care Complaints
MATADOR RESOURCES: Moody's Rates New $400MM Unsecured Notes 'B1'
MAZEL ON DEL: Files for Chapter 11 to Stop Foreclosure
MEDFORD LLC: Court OKs Cash Collateral Access Thru Oct 31
MKS REAL ESTATE: Court Sets Hearing on $11.8-Mil. All Assets Sale
MKS REAL ESTATE: TKG Buying Substantially All Assets for $11.8-Mil.
MOBIQUITY TECHNOLOGIES: Incurs $8.1 Million Net Loss in 2022
NABIEKIM ENTERPRISES: David Sousa Named Subchapter V Trustee
NANO MAGIC: Delays Filing of 2022 Annual Report
NERAM GROUP: $1.93-Mil. Sale of Ontario Property to MPSN Approved
NEXSTAR MEDIA: S&P Ups ICR to 'BB+' on Lower Leverage Expectations
NOBLE FINANCE II: Moody's Gives B1 CFR & Rates New $600MM Notes B2
NORTHRIVER MIDSTREAM: Moody's Alters Outlook on 'Ba3' CFR to Pos.
NOVA WILDCAT: SSG Acted as Investment Banker in Asset Sale
NOVA WILDCAT: Substantially All Assets Sale to Gordon Buyers OK'd
PANACEA LIFE: Incurs $9.1 Million Net Loss in 2022
PEAK THEORY: Court Approves Sale of Assets to Cubcoats for $530K
PHUNWARE INC: Auditors Raise 'Going Concern' Doubt
PILGRIM'S PRIDE: Moody's Rates New $500MM Unsecured Notes 'Ba3'
PLUTO ACQUISITION I: Moody's Lowers CFR to Caa1, Outlook Negative
POINTE SCHOOLS: S&P Lowers 2015 Revenue Bond Rating to 'CC'
PROFESSIONAL DIVERSITY: Incurs $2.6 Million Net Loss in 2022
PROPERTY HOLDERS: Court Allows $232K Sale of Cedar Rapids Property
PROPERTY HOLDERS: Selling Cedar Rapids Property for $232K Cash
PROVECTUS BIOPHARMACEUTICALS: Incurs $3.6 Million Net Loss in 2022
PULMATRIX INC: Incurs $18.8 Million Net Loss in 2022
PURIFYING SYSTEMS: May Use Cash Collateral Thru May 30
QUALITY HEATING: Files for Chapter 11 Bankruptcy
REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility
REGIONAL HOUSING: No Decline in Patient Care at Gainesville
REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome
REGIONAL HOUSING: No Decline in Patient Care at Gardens of Savannah
REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas
REGIONAL HOUSING: No Decline in Patient Care at Social Circle
REVLON INC: Third Amended Joint Plan Confirmed by Judge
RISING TIDE: Moody's Assigns 'Ca' Rating to 1st Lien Term Loan 1A
RIVERBED TECHNOLOGY: Gets One More Month for Forbearance Agreement
S&S SENIOR HOUSING: Case Summary & Six Unsecured Creditors
SALISBURY BANCORP:Continues to Defend Reinhardt Class Suit
SANUWAVE HEALTH: Incurs $10.3 Million Net Loss in 2022
SCHAFFNER PUBLICATIONS: Court OKs Interim Cash Collateral Access
SINCLAIR TELEVISION: Business Reorg. No Impact on Moody's Ba3 CFR
SUMMER AVE: Court OKs Interim Cash Collateral Access
T-ROLL CONSTRUCTION: Commences Subchapter V Case
TERRA STATE: Moody's Alters Outlook on B1 Issuer Rating to Stable
TIMOTHY D. RIEDEL: Selling Single Family Home in Phoenix for $650K
TRANS-LUX CORP: Swings to $323K Net Income in 2022
TRIMED HEALTHCARE: Starts Subchapter V Bankruptcy Case
TRIPLE B INVESTMENTS: Spicer Buying Dunedin Property for $1.63MM
TUESDAY MORNING: Committee Taps Fox Rothschild as Co-Counsel
VANDEVCO LTD: Seeks Court Approval to Hire Consulting Expert
VANTAGE DRILLING: Incurs $3.4 Million Net Loss in 2022
VIDEONTRON LTEE: S&P Affirms 'BB+' Rating on Senior Unsecured Notes
WILLIAM E. ROBINSON: Sale of Wellsboro Property for $65K Approved
WMG ACQUISITION: Moody's Hikes CFR to 'Ba2', Outlook Stable
YITBOS INC: David Sousa Named Subchapter V Trustee
[^] BOOK REVIEW: The Titans of Takeover
*********
1111 INVESTMENT: Seeks Cash Collateral Access
---------------------------------------------
1111 Investment Holdings LLC asks the U.S. Bankruptcy Court for the
District of Nevada for authority to use cash collateral on an
emergency basis.
The Debtor requires the use of cash collateral to conduct necessary
business operations.
The Debtor needs to use the revenue generated by the business to
cover maintenance, insurance premiums utilities, real estate taxes
and/or other taxes, and other expenses to preserve the collateral
and operate the business.
The Debtor is not waiving (a) the right to dispute the issue of
what portion, if any of its funds are cash collateral or the right
to dispute the debt or lien of any creditor, (b) the right to seek
Court authority to compensate professionals retained by the estate,
(c) any rights to challenge the extent, priority or validity of any
lien secured by the business, or (e) any right to avoid any lien
secured by the business pursuant to 11 U.S.C. sections 542 to 551.
A hearing on the matter is set for May 24, 2023 at 1:30 p.m.
A copy of the motion is available at https://bit.ly/3U4LuI3 from
PacerMonitor.com.
About 1111 Investment Holdings
1111 Investment Holdings LLC is primarily engaged in renting and
leasing real estate properties.
111 Investment Holdings filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case No. 23-10596) on Feb. 20, 2023. In the petition filed by CEO
Manish Patel, the Debtor reported assets between $500,000 and $1
million and liabilities between $1 million and $10 million.
The case is overseen by the Hon. Bankruptcy Judge August B.
Landis.
The Subchapter V trustee appointed in the case is Brian Shapiro.
The Debtor is represented by Seth D Ballstaedt, Esq., at Fair Fee
Legal Services.
19378 LEMMER DR: Case Summary & Two Unsecured Creditors
-------------------------------------------------------
Debtor: 19378 Lemmer Dr. LLC
1445 South Roxbury Drive
Los Angeles, CA 90035
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 5, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-12053
Judge: Hon. Sheri Bluebond
Debtor's Counsel: Matthew D. Resnik, Esq.
RHM LAW, LLP
17609 Ventura Blvd.
Ste 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: matt@rhmfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel Drake as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YVUYNPI/19378_Lemmer_Dr_LLC__cacbke-23-12053__0001.0.pdf?mcid=tGE4TAMA
2ND CHANCE: Seeks to Hire Coldwell Banker as Real Estate Broker
---------------------------------------------------------------
2ND Chance Investment Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Coldwell Banker and five other licensed California real estate
brokers.
The Debtor requires real estate brokers to market and sell its
properties in California.
The brokers will receive a commission of 6 percent from the sale
proceeds through escrow.
As disclosed in court filings, the brokers are "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
Coldwell Banker can be reached through:
Bill Friedman
Coldwell Banker Realty
1608 Montana Ave
Santa Monica, CA, 90403
Phone: 213-200-2500
About 2ND Chance Investment Group
2ND Chance Investment Group, LLC owns in fee simple title 13 real
properties located in various locations in California and
Washington having an aggregate value of $7.02 million.
2ND Chance Investment Group sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 22-12142) on
Dec. 21, 2022. In the petition signed by its managing member,
Rayshon A. Foster, the Debtor disclosed $7,221,261 in assets and
$11,002,949 in liabilities.
Judge Scott C. Clarkson oversees the case.
Amanda G. Billyard, Esq., at Financial Relief Law Center, APC is
the Debtor's legal counsel.
ADHERA THERAPEUTICS: Incurs $2.1 Million Net Loss in 2022
---------------------------------------------------------
Adhera Therapeutics, Inc. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $2.11 million for the year ended Dec. 31, 2022, compared to
a net loss of $6.35 million for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $79,000 in total assets,
$22.26 million in total liabilities, and a total stockholders'
deficit of $22.18 million.
Boca Raton, Florida-based Salberg & Company, P.A., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has no
revenues and has a net loss and net cash used in operations of
approximately $2.1 million and $1.4 million respectively, in 2022
and a working capital deficit, stockholders' deficit and
accumulated deficit of $22.2 million, $22.2 million and $55.8
million respectively, at Dec. 31, 2022. These matters 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/737207/000149315223010160/form10-k.htm
About Adhera
Headquartered in Durham, NC, Adhera Therapeutics, Inc. (formerly
known as Marina Biotech, Inc.) -- http://www.adherathera.com-- is
an emerging specialty biotech company that, to the extent that
resources and opportunities become available, is strategically
evaluating its focus including a return to a drug discovery and
development company.
ADVANCED PAIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Advanced Pain Medicine Institute, P.C.
5454 Wisconsin Avenue, Suite 1600
Chevy Chase, MD 20815
Business Description: The Debtor is a provider of medical
services.
Chapter 11 Petition Date: April 5, 2023
Court: United States Bankruptcy Court
District of Maryland
Case No.: 23-12359
Debtor's Counsel: Stephen A. Metz, Esq.
OFFIT KURMAN, P.A.
7501 Wisconsin Ave, Suite 1000W
Bethesda, MD 20814
Tel: 240-507-1723
Email: smetz@offitkurman.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Reza Ghorbani as authorized
representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/P5UJK2Q/Advanced_Pain_Medicine_Institute__mdbke-23-12359__0001.0.pdf?mcid=tGE4TAMA
ADVANCED REIMBURSEMENT: Exclusivity Period Extended to May 21
-------------------------------------------------------------
Judge Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona extended Advanced Reimbursement Solutions,
LLC's exclusivity period to May 21, 2023.
About Advanced Reimbursement Solutions
Advanced Reimbursement Solutions, LLC, is a full-cycle revenue
management enterprise specializing in out-of-network (OON)
medical services, patient advocacy, and proprietary billing
software. The company is based in Scottsdale, Ariz.
Advanced Reimbursement Solutions and its affiliate, American
Surgical Development, LLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 22-06372)
on Sept. 23, 2022. In the petitions signed by their chief
restructuring officer, Bryan Perkinson, the Debtors disclosed
between $10 million and $50 million in both assets and
liabilities.
The Debtors tapped Allen Barnes & Jones, PLC, as legal counsel
and Bryan Perkinson, Sonoran Capital Advisors' managing director,
as chief restructuring officer.
AGWAY FARM: Seeks to Extend Plan Exclusivity to May 3
-----------------------------------------------------
Agway Farm & Home Supply, LLC asks the U.S. Bankruptcy Court for
the District of Delaware to further extend the exclusive periods
during which it may file a plan and disclosure statement and
solicit acceptances thereof to May 3, 2023 and June 30, 2023,
respectively.
The Debtor's current exclusive filing period and exclusive
solicitation period expire on April 3, 2023 and May 31, 2023,
respectively.
The Debtor stated that it has made significant progress in its
chapter 11 case, having resolved many of the outstanding issues,
including but not limited to the sale of all of its assets,
including an auction of the remnant inventory.
The Debtor also stated that it is working collectively with the
official committee of unsecured creditors to try to negotiate the
terms of a joint consensual liquidating plan. The Debtor expects
the final terms of the joint plan will be resolved very soon and
the joint plan will be filed thereafter.
"The fact that the Debtor is working with the Committee to
propose a joint plan supports a reasonable extension of time,"
explained the Debtor.
Agway Farm & Home Supply, LLC is represented by:
Jeffrey R. Waxman, Esq.
Brya M. Keilson, Esq.
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Tel: (302) 888-6800
Email: jwaxman@morrisjames.com
bkeilson@morrisjames.com
- and -
Alan J. Friedman, Esq.
Melissa Davis Lowe, Esq.
Max Casal, Esq.
SHULMAN BASTIAN FRIEDMAN & BUI LLP
100 Spectrum Center Drive, Suite 600
Irvine, CA 92618
Tel: (949) 340-3400
Email: afriedman@shulmanbastian.com
mlowe@shulmanbastian.com
mcasal@shulmanbastian.com
About Agway Farm & Home Supply
Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a
one-stop shop for lawn, garden, bird, pet and farm products. It
is based in Richmond, Va.
Agway Farm & Home Supply sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on
July 6, 2022, listing $10 million to $50 million in both assets
and liabilities. Jay Quickel, president and chief executive
officer of Agway Farm & Home Supply, signed the petition.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP as lead
bankruptcy counsel; Morris James, LLP as local Delaware counsel;
Wilson Elser Moskowitz Edelman & Dicker LLP as special litigation
counsel; and Focus Management Group USA, Inc. as financial
advisor. Stretto, Inc. is the claims and noticing agent and
administrative advisor.
The official committee of unsecured creditors appointed in the
case selected Pachulski Stang Ziehl & Jones as legal counsel;
FTI Consulting, Inc. as financial advisor; and Hilco IP Services,
LLC as intellectual property marketing agent.
ALL SAINTS EPISCOPAL: Exclusivity Period Extended to June 20
------------------------------------------------------------
Judge Edward L. Morris of the U.S. Bankruptcy Court for the
Northern District of Texas extended All Saints Episcopal Church's
exclusive period for obtaining acceptances and confirmation of
its Plan to June 20, 2023.
The judge determined that cause exists for granting the extension
and that it is in the best interests of the Debtor, its estate,
and creditors.
About All Saints Episcopal Church
All Saints Episcopal Church, a parish in The Episcopal Church in
North Texas, filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Texas Case No. 21-42461) on Oct. 20,
2021, listing as much as $10 million in both assets and
liabilities. Christopher N. Jambor, rector, chairman and
president, signed the petition.
Judge Edward L. Morris oversees the case.
Patrick J. Neligan, Jr., Esq., at Neligan LLP represents the
Debtor as legal counsel.
The Debtor filed its Chapter 11 plan of reorganization and
disclosure statement on Feb. 17, 2022. The plan provides for the
Debtor's reorganization and the liquidation of some of its
properties to pay claims of its creditors.
ALLEGIANCE COAL: Taps Plante & Moran as Tax Services Provider
-------------------------------------------------------------
Allegiance Coal USA Ltd. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Plante &
Moran, PLLC.
Plante & Moran has agreed to prepare income tax returns for the
Debtors for the year ending June 30, 2022. The firm's hourly rates
are as follows:
Partner $619
Principal $497
Senior Manager $458
Manager $425
Senior $336
Staff $200
Intern $95
Jeffrey McPherson, a partner at Plante & Moran, 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 McPherson
Plante & Moran, PLLC
8181 East Tufts Avenue #600
Denver, CO 80237-2521
Phone: 303-796-4309
Email: Jeff.McPherson@plantemoran.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; Plante & Moran, PLLC as
tax services provider; 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.
ASLM INVESTMENTS: Commences Subchapter V Proceeding
---------------------------------------------------
ASLM Investments Inc. filed for chapter 11 protection in the Middle
District of Florida. The Debtor elected on its voluntary petition
to proceed under Subchapter V of chapter 11 of the Bankruptcy
Code.
ASLM Investments filed for Chapter 11 with three related entities:
CA Techies, Inc., ASLM Gas, INc., and Highland Cargo Inc. Mandeep
Singh is the CEO of the four debtors.
CA Techies Inc. is doing business as 76 Food Store; ASLM Gas is
doing business as ATEN gas: and ASLM Investments has purchased the
property which it is leasing to ALSM Gas.
The Debtors have requested a two-week extension of the deadline to
file their schedules and statements.
According to court filings, ASLM Investments estimates betweeb $1
million and $10 million in debt owed to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
About ASLM Investments
ASLM Investments Inc. filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
23-11778) on March 25, 2023. In the petition filed by Mandeep
Singh, as president, the Debtor reported assets and liabilities
between $1 million and $10 million each.
The Honorable Bankruptcy Judge Barry Russell oversees the case.
Gregory Kent Jones has been appointed as Subchapter V trustee.
The Debtor is represented by:
Michael Jay Berger, Esq.
11237 Parkmead Street
Santa Fe Springs, CA 90670
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
ASPIRA WOMEN'S: Incurs $27.2 Million Net Loss in 2022
-----------------------------------------------------
Aspira Women's Health Inc. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $27.17 million on $8.18 million of total revenue for the
year ended Dec. 31, 2022, compared to a net loss of $31.66 million
on $6.81 million of total revenue for the year ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $17.37 million in total
assets, $10.64 million in total liabilities, and $6.73 million in
total stockholders' equity.
Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has suffered
recurring losses from operations and expects to continue to incur
substantial losses in the future, which raise substantial doubt
about its 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/926617/000092661723000026/awh-20221231x10k.htm
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women. OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses. ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products. Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.
ASPIRA WOMEN'S: Inks Deal to Sell $10M Worth of Common Shares
-------------------------------------------------------------
Aspira Women's Health Inc. and Lincoln Park Capital Fund, LLC
entered into a purchase agreement and a registration rights
agreement, pursuant to which the Company has the right, in its sole
discretion, to sell to Lincoln Park shares of the Company's common
stock, par value $0.001 per share, having an aggregate value of up
to $10,000,000, subject to certain limitations and conditions set
forth in the Purchase Agreement. The Company will control the
timing and amount of any sales of Purchase Shares to Lincoln Park
pursuant to the Purchase Agreement.
Under the Purchase Agreement, on any business day after March 28,
2023 selected by the Company over the 36-month term of the Purchase
Agreement, the Company may direct Lincoln Park to purchase up to
100,000 shares of Common Stock on such Purchase Date; provided,
however, that (i) a Regular Purchase may be increased to up to
200,000 shares, if the closing sale price per share of the Common
Stock on Nasdaq is not below $0.50 on the applicable Purchase Date;
(ii) a Regular Purchase may be increased to up to 250,000 shares,
if the closing sale price per share of the Common Stock on Nasdaq
is not below $0.75 on the applicable Purchase Date; and (iii) a
Regular Purchase may be increased to up to 300,000 shares, if the
closing sale price per share of the Common Stock on Nasdaq is not
below $1.00 on the applicable Purchase Date. In any case, Lincoln
Park's maximum obligation under any single Regular Purchase will
not exceed $1,000,000. The above-referenced share amount
limitations and closing sale price thresholds are subject to
adjustment for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar
transaction as provided in the Purchase Agreement. The purchase
price per share for each such Regular Purchase will be equal to the
lesser of:
* the lowest sale price for the Common Stock on the Nasdaq
Capital Market on the date of sale; and
* the average of the three lowest closing sale prices for the
Common Stock on the Nasdaq Capital Market during the 10 consecutive
business days ending on the business day immediately preceding the
purchase date.
The Company also has the right to direct Lincoln Park, on any
business day on which the Company has properly submitted a Regular
Purchase notice for the maximum amount the Company is then
permitted to sell to Lincoln Park in such Regular Purchase, to
purchase an additional amount of the Common Stock of up to the
lesser of:
* 300% of the number of shares to be purchased pursuant to such
Regular Purchase; and
* 30% of the aggregate shares of the Common Stock traded on the
Nasdaq Capital Market during all or, if certain trading volume or
market price thresholds specified in the Purchase Agreement are
crossed on the applicable Accelerated Purchase date, the portion of
the normal trading hours on the applicable Accelerated Purchase
date prior to such time that any one of such thresholds is crossed,
which period of time on the applicable Accelerated Purchase date is
referred to as the Accelerated Purchase Measurement Period.
The purchase price per share for each such Accelerated Purchase
will be equal to 97% of the lessor of:
* the volume-weighted average price of the Common Stock on the
Nasdaq Capital Market during the applicable Accelerated Purchase
Measurement Period on the applicable Accelerated Purchase date;
and
* the closing sale price of the Common Stock on the Nasdaq
Capital Market on the applicable Accelerated Purchase date.
The Company also has the right to direct Lincoln Park on any
business day on which an Accelerated Purchase has been completed
and all of the shares to be purchased thereunder have been properly
delivered to Lincoln Park in accordance with the Purchase Agreement
to purchase an additional amount of the Common Stock in an
Additional Accelerated Purchase, as defined in the Purchase
Agreement.
In the case of Regular Purchases, Accelerated Purchases and
Additional Accelerated Purchases, the purchase price per share
will be equitably adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction occurring during the business
days used to compute the purchase price.
Other than as described above, there are no trading volume
requirements or restrictions under the Purchase Agreement, and the
Company will control the timing and amount of any sales of Common
Stock to Lincoln Park.
The Purchase Agreement prohibits the Company from directing Lincoln
Park to purchase any shares of Common Stock if those shares, when
aggregated with all other shares of Common Stock then beneficially
owned by Lincoln Park (as calculated pursuant to Section 13(d) of
the Securities Exchange Act of 1934, as amended, and Rule 13d-3
thereunder), would result in Lincoln Park beneficially owning more
than 9.99% of the then total outstanding shares of Common Stock.
Under applicable rules of the Nasdaq Capital Market, the Company
may not issue or sell to Lincoln Park under the Purchase Agreement
more than 19.99% of the shares of the Common Stock outstanding
immediately prior to the execution of the Purchase Agreement (or
24,976,133 shares, based on 124,943,144 shares outstanding
immediately prior to the execution of the Purchase Agreement),
unless (i) the Company obtains stockholder approval to issue shares
of its Common Stock in excess of the Exchange Cap to Lincoln Park
under the Purchase Agreement in accordance with applicable Nasdaq
rules or (ii) the average price of all applicable sales of Common
Stock to Lincoln Park under the Purchase Agreement, including the
issuance of the Commitment Shares, equals or exceeds $0.3629 per
share, which is the lower of (A) the official closing price of the
Common Stock on Nasdaq on the date immediately preceding the
execution Purchase Agreement and (B) the average official closing
price of the Common Stock on Nasdaq for the five consecutive
trading days immediately preceding date of the Purchase Agreement,
such that the transactions contemplated by the Purchase Agreement
are exempt from the Exchange Cap limitation under applicable Nasdaq
rules. The Purchase Agreement does not limit the Company's ability
to raise capital from other sources at its sole discretion, except
that, subject to certain exceptions, for a period set forth in the
Purchase Agreement, the Company may not enter into any equity line
of credit or similar continuous offering other than with Lincoln
Park, excluding an "at the market offering" of Common Stock
exclusively through one or more registered broker dealers.
The Purchase Agreement and Registration Rights Agreement each
contain customary representations, warranties, and agreements of
the Company and Lincoln Park, indemnification rights and other
obligations of the parties. The Offering of Common Stock pursuant
to the Purchase Agreement will terminate on the date that all
shares offered by the Purchase Agreement have been sold or, if
earlier, the expiration or termination of the Purchase Agreement.
The Company has the right to terminate the Purchase Agreement at
any time, without fee, penalty or cost to the Company.
Lincoln Park has covenanted not to cause or engage in any manner
whatsoever, any direct or indirect short selling or hedging of the
Common Stock.
In consideration for entering into the Purchase Agreement, the
Company agreed to issue 715,990 shares of Common Stock to Lincoln
Park as an initial commitment fee. The Company will not receive
any cash proceeds from the issuance of the Commitment Shares.
The aggregate net proceeds under the Purchase Agreement to the
Company will depend on the frequency and prices at which shares of
Common Stock are sold to Lincoln Park. Actual sales of shares of
Common Stock to Lincoln Park under the Purchase Agreement and the
amount of such net proceeds will depend on a variety of factors to
be determined by the Company from time to time, including (among
others) market conditions, the trading price of the Common Stock
and determinations by the Company as to other available and
appropriate sources of funding for the Company. The Company
expects to use any proceeds from the sale of the Purchase Shares to
develop its product pipeline, for working capital and for general
corporate purposes.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women. OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses. ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products. Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.
Aspira Women's reported a net loss of $27.17 million for the year
ended Dec. 31, 2022, compared to a net loss of $31.66 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$17.37 million in total assets, $10.64 million in total
liabilities, and $6.73 million in total stockholders' equity.
Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has suffered
recurring losses from operations and expects to continue to incur
substantial losses in the future, which raise substantial doubt
about its ability to continue as a going concern.
BANYAN CAY: Wins Interim Cash Collateral Access
-----------------------------------------------
Banyan Cay Resort & Golf, LLC and its debtor-affiliates sought and
obtained interim authority from the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, for
authority to use cash collateral. With the consent of their
prepetition secured lender, the Debtors are authorized to use Cash
Collateral up to the amount of $290,000, in the aggregate, pursuant
to and in accordance with the terms of the Interim Order to pay,
through and including April 12, 2023, or until otherwise ordered by
the Court, certain post-petition expenses as set forth in the
Budget. The Court will hold another hearing on April 12, 2023 at
1:30 p.m.
In their original request, the Debtors sought Court authority to
use cash collateral or, in the alternative, obtain postpetition
financing. The Debtors said they seek to continue to operate their
business in the ordinary course, preserve the value of their
estates, preserve jobs, and facilitate their orderly
reorganization. Without the immediate authorization to use Cash
Collateral and, in the alternative to the extent authorization is
not granted, DIP Financing, the Debtors contend they will not be
able to meet payroll, run the risk of having utilities shut off,
irreversible browning on golf course (one of the Debtors' jewels),
and will have members showing up to pre-arranged Easter brunch with
no food, and other obligations necessary for its day-to-day
operations.
The Debtors collectively own, develop, and operate Banyan Cay
Resort & Golf Club, as well as businesses and developments related
thereto, in West Palm Beach, Florida.
U.S. Real Estate Credit Holdings III-A, LP, an Irish limited
partnership, is the sole entity with a lien interest in the cash
collateral. In accordance with the Prepetition Loan Documents and a
foreclosure judgment, U.S. Real Estate Credit Holdings III-A, LP as
Prepetition Secured Lender, asserts a secured claim against the
Debtors in the facially asserted amount of approximately $95
million, plus certain interest and fees, the precise amount of
which will likely be contested.
In addition, Bellefrau Group, LLC holds a mortgage on certain
parcels of real properly presently owned by Debtor Banyan Cay
Maintenance, LLC, and ZJC, LLC holds a mortgage on a separate
parcel owned by Debtor Banyan Cay Maintenance, LLC. Moreover,
several of the Debtors' properties are encumbered by construction,
materialmen's, and similar liens held by various worker parties.
The Debtors' material debt consists of a first-lien, secured loan
presently owned by the Prepetition Secured Lender, in the principal
aggregate amount of $95.084 million which amount was fixed by
judgment in the foreclosure action that was commenced by the
Prepetition Lender against the Debtors and certain non-debtor
affiliates in the Fifteenth Judicial Circuit Court, in and for Palm
Beach County, Florida, Case No. 50-2022-CA-006815-XXXX-MB. The
Foreclosure Judgment bears interest at the prevailing statutory
legal rate of interest from the date thereof, February 28, 2023.
The Foreclosure Judgment stems from a series of loans made by the
Prepetition Secured Lender for the benefit of the Debtors. On June
14, 2018, the Prepetition Lender and Debtor Banyan Cay Dev. LLC
entered into an agreement for a $61 million construction loan for,
inter alia, the construction of the resort portion of the
Development. Additionally, on September 30, 2020, the Prepetition
Lender and the Debtors entered into a further agreement for a $19
million loan and recapitalization -- which loan was thereafter
increased to the principal amount of $33 million -- to secure
continued access to the Prepetition Lender's prior funding
commitments and to fund additional construction at the Development.
Alternatively, the Debtors have obtained a commitment for
postpetition financing from 364 Capital, LLC, a Delaware limited
liability company, and/or its Lender Assigns. The DIP Lender has
agreed to extend a term loan facility in the aggregate principal
amount of up to $375,000 at this time for the purpose of funding
the Debtors' general operating and working capital needs in the
administration of the Debtors' Chapter 11 cases. The maturity date
of the DIP Facility is 60 days after the execution of the loan.
Over the past several weeks, since before the Debtors' chapter 11
cases were even initiated, the Debtors have worked expeditiously to
secure access to their cash collateral and the necessary funding to
preserve their estates in contemplation of a sale process for their
assets. In so doing, the Debtors have engaged various parties,
including but not limited to the Debtors' Prepetition Secured
Lender, the Debtors' stalking horse bidder, and other third-party
lenders to secure the funds needed to realizing value for all
parties in interest.
The Debtors are optimistic that, with the benefit of a few more
days of negotiation and final documentation, the Debtors will be
prepared to present to the Court terms for DIP financing that will
facilitate the Debtors' operation and administration throughout the
remainder of the Debtors' cases.
However, a few more days is a few days more than the Debtors can
afford to wait to ensure the success of these cases, and it is not
yet clear whether U.S. Real Estate Credit Holdings III-A, LP will
agree to the budget the Debtors believe is necessary to avoid
irreparable harm to the estate.
On April 2, 2023, the Debtors sought approval of bid procedures in
connection with the sale of property of the Debtors' estates, and
for authority to enter into the stalking horse agreement and
provide bid protections. The Debtors contemplate a robust sale
process for the Debtors' assets, as well as authorization to enter
into an asset purchase agreement with Westside Property Investment
Company, Inc., as stalking horse, that contemplates the sale of
certain assets for a Purchase Price of $102.1 million.
The Debtors -- through the stalking horse agreement, prepetition
agreements, and the preliminary sale process -- estimate that
auctions for the sale of their Assets will begin with a baseline of
no less than at least the aggregate amount of $114.1 million. In
light of such baseline, with the Debtors anticipating paying U.S.
Real Estate Credit Holdings III-A, LP in the case, U.S. Real Estate
Credit Holdings III-A, LP enjoys an "equity cushion" of no less
than at least 15% and the Debtors seek to use cash (absent adequate
protection payments) that constitutes less than 0.3% of the
Debtors' total assets. Further, the assets that serve as security
for the U.S. Real Estate Credit Holdings III-A, LP indebtedness is
stable in value, if not appreciating.
In addition to the secured claim of the Prepetition Lender, the
assets of Debtor Banyan Cay Mezzanine Borrower, LLC, comprising
solely of the equity interests in Debtors Banyan Cay Resort & Golf
LLC; Banyan Cay Dev. LLC; and Banyan Cay Villas, LLC; are subject
to a security interest owned by Banyan Cay Resort Fund LLC, the
Debtors' EB-5 lender in the amount of $5 million. Additionally,
each of Bellefrau and ZJC hold mortgages against separate parcels
owned by Debtor Banyan Cay Maintenance, LLC.
As adequate protection for the use of cash collateral and the
Priming Liens, the Prepetition Secured Parties will be granted
replacement liens on the Prepetition Collateral and DIP Collateral
of the Debtors to the extent there is any diminution in the value
of such Prepetition Secured Party's interests in the Prepetition
Collateral or cash collateral during the pendency of the Cases.
The Adequate Protection Liens will be junior only to: (i) the DIP
Facility Liens, and (ii) the Carve-Out, and senior to any other
liens. The Adequate Protection Liens are valid, binding,
enforceable and fully perfected as of the Petition Date without the
necessity of the execution, filing or recording by the Debtors or
any Prepetition Secured Party of security agreements, pledge
agreements, financing statements or other agreements. The Adequate
Protection Liens will cover assets, interests and proceeds of the
Debtors that are or would be collateral under the Prepetition
Credit Documents if not for Bankruptcy Code section 552(a), and all
cash and cash equivalents, and all assets, interests and proceeds
of the Debtors that constitute DIP Collateral.
A copy of the motion is available at https://bit.ly/435U11y from
PacerMonitor.com.
About Banyan Cay Resort & Golf, LLC
Banyan Cay Resort & Golf, LLC and affiliates operate resorts and
golf clubs. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12386) on March
29, 2023. In the petition signed by Gerard A. McHale, McHale, P.A.,
proposed chief restructuring officer, the Debtor disclosed up to
$500 million in both assets and liabilities.
Judge Mindy A. Mora oversees the case.
Gerard McHale of McHale, PA serves as CRO and CEO of the Debtors.
Joseph A. Pack, Esq., at Pack Law, represents the Debtor as legal
counsel. Keen-Summit Capital Partners LLC serves as marketing agent
and broker for the Debtors.
BAYOU TOPCO: S&P Alters Outlook to Negative, Affirms 'B-' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'B-' ratings on U.S.-based medical devices
manufacturer Bayou Topco Inc. (doing business as Cordis) and its
first-lien term loan.
The outlook revision reflects the risk of a downgrade in the coming
quarters should continued working capital outflows and high
carve-out spending costs persist further eroding liquidity, or S&P
estimates that the likelihood for sponsor support to bolster
liquidity has weakened.
The outlook revision reflects S&P's anticipation of negative free
operating cash flow (FOCF) in fiscal 2023 and the risk that the
company's cash flow generation will not turn positive in the near
future. Bayou Topco's constraints stem mainly from the high
carve-out spending and working capital outflows related to a
spin-off process from Cardinal Health, the company's prior owner,
into a stand-alone entity. The company's carve-out expenses and
duplicate costs in the first six months of fiscal-year 2023 (July 1
to Dec. 31, 2022) were approximately $38 million, in addition to
$91 million the company incurred in fiscal 2022. This is
significantly higher than S&P's prior forecast. In addition, the
company experienced a large working capital outflow of about $96
million, related to the transition of trade payables accounts from
Cardinal Health to Cordis ($42.5 million), as well as an increase
in inventory to mitigate the supply chain disruptions ($33 million)
and prepaid expenses and other current assets balance ($27
million). The funding of these outflows came from $48.5 million
draw on the company's revolving facility, cash balances, and $75
million equity support of it received in the second and third
quarter of 2023. As a result, the company's liquidity position
deteriorated from approximately $211 million (including cash
balance and the available revolver) as of July 1, 2022 to
approximately $115 million as of Dec. 31, 2022 (reflecting only the
cash balance, given the draw on the revolver, including letters of
credit).
In addition, high inflation, foreign exchange swings, and
industry-wide supply chain disruptions, caused the company's S&P
Global Ratings'-adjusted margin profile to deteriorate to about 5%
and limited its revenue growth in the first two quarters of the
fiscal 2023. The reported sales decreased about 2% (versus constant
currency growth of 6%) during this period, reflecting the company's
high exposure to foreign exchange swings due to about 67% of its
revenues derived outside U.S. S&P said, "We expect economic
headwinds will continue to increase costs and strain the company's
profitability and cash flow in 2023, with gradual improvement in
2024. Although the company plans to mitigate cost inflation with
cost reduction and productivity initiatives, we believe there could
be delays realizing these savings. We expect the company's S&P
Global Ratings-adjusted leverage to increase to about 8x in fiscal
2023, improving to about 6x in fiscal 2024."
S&P said, "We forecast a free cash flow deficit in 2023 will remain
high, materially above the $131 million in fiscal 2022. The company
received additional equity support in fiscal-third-quarter 2023,
and we estimate the sponsor will provide additional support if
needed in the coming months. However, while we believe the company
is addressing its short-term liquidity needs, and we view the
liquidity headwinds related to the company's spin-off transition as
transitory, we see a risk that over the longer term it may not
generate sufficient cash flows due to uncertainty about the
company's standalone cost structure and continuous operational
headwinds.
"In our view, the company benefits from enduring demand trends and
relative resilience to economic downturns.The company's product
portfolio is used in mainly nondiscretionary medical procedures,
and thus mostly resilient to economic conditions. We believe the
company's constant currency growth will be positive in fiscal 2023,
after it recorded 6% constant currency growth in the first half of
the fiscal year. Nevertheless, economic concerns for inflation and
industry-wide headwinds could further roil operating performance,
in our view.
"The outlook revision reflects the risk we could lower our ratings
on Cordis in the coming quarters if working capital outflows and
high carve-out spending costs persist, further eroding liquidity,
or we estimate the likelihood for sponsor support to bolster
liquidity has weakened. It also reflects a risk that the company
will not generate positive free cash flows on a sustained basis.
"We could lower the rating into the 'CCC' category if the company's
liquidity position further deteriorates such that we envision a
default scenario within 12 months. Alternatively, we could lower
the rating if continuous headwinds lead to weaker-than-expected
cash flow prospects with low visibility into improvements, such
that we conclude the company's capital structure is unsustainable.
"We could affirm the rating if we see evidence that the company is
able to operate efficiently generating positive cash flows. For
this to materialize, the company would need to successfully
conclude its carve-out process and stand up its operations such
that it can operate profitably."
ESG credit indicators: E-2, S-2, G-3
BEER REPUBLIC: Business Revenue to Fund Plan Payments
-----------------------------------------------------
Beer Republic Brewing, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a First Plan of Reorganization
dated April 3, 2023.
The Debtor operates in the malt beverage and beer industry under
the name Big Kettle Brewing from property located at 394 N Clayton
St., Lawrenceville, GA, 30046. The Debtor produces beer under its
own trade name, "Iron Shield", and manufactures beers and seltzers
for other companies on a contract basis.
The Debtor's founders, Glen Sprouse and David Rice, each have
backgrounds in manufacturing and the beverage and beer industry. In
order to finance the acquisition and construction of the brewery,
the Debtor obtained a loan from Touchmark Bank which was
guaranteed, in part, by the United States Small Business
Administration. The Debtor purchased the building just as the COVID
pandemic and related lock downs began.
Unfortunately, the COVID crises and related shut downs commenced
just as the Debtor completed installation of its equipment.
Finally, in the fall of 2022, the Debtor was involved in a dispute
with its largest customer concerning alleged defects in the canning
of certain Selzer products which resulted in the customer refusing
to timely pay amounts due and payable to the Debtor.
This caused significant cash flow problems which resulted in the
Debtor defaulting on its obligations to its primary secured lender.
This Chapter 11 Case was filed on January 2, 2023 in order to
prevent a foreclosure on its brewery facilities. The Debtor has
resolved all of the issues with respect to the defects alleged by
its customer which were vastly overstated.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 3 shall consist of general unsecured claims not otherwise
specifically classified in the Plan. Debtor will pay the Holders of
Class 3 General Unsecured Claims a pro-rata share of the Total
Unsecured Distribution based on such Holder's Allowed Class 3 Claim
as compared to the total of all Allowed Unsecured Claims in Class
3. Debtor shall pay such Unsecured Total Distribution in 5 payments
of varying amounts commencing on the 5th day of the 12th full month
following the Effective Date (Class 5 Distribution 1) and
continuing every year thereafter for a total of 5 distributions.
The Claims of the Class 3 Creditors are Impaired by the Plan.
Class 4 consists of the Interest Claims. David Rice, Glenn Sprouse
and Robert Grigsby shall retain their ownership interest in the
shares and membership in the reorganized Debtor as such interested
existed as of the Filing Date.
The source of funds for the payments pursuant to the Plan is the
revenue of the Debtor from operating its business and additional
working capital to be provided.
A full-text copy of the Plan of Reorganization dated April 3, 2023
is available at https://bit.ly/3Ml0EqG from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Henry F. Sewell, Jr., Esq.
Law Offices of Henry F. Sewell, Jr., LLC
2965 Peachtree Road, NW, Suite 555
Atlanta, GA 30305
Telephone: (404) 926-0053
Email: hsewell@sewellfirm.com
About Beer Republic Brewing
Beer Republic Brewing, LLC is an American microbrewery company in
Lawrenceville, Ga.
Beer Republic Brewing filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-50032) on Jan. 2, 2022, with $1 million to $10 million in both
assets and liabilities. Gary Murphey has been appointed as
Subchapter V trustee.
Judge Paul W. Bonapfel oversees the case.
The Debtor is represented by Henry F. Sewell, Jr., Esq., at the Law
Offices of Henry F. Sewell, Jr., LLC.
BERGIO INTERNATIONAL: Incurs $3.3 Million Net Loss in 2022
----------------------------------------------------------
Bergio International, Inc. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $3.26 million on $9.82 million of total net revenues for
the year ended Dec. 31, 2022, compared to a net loss of $3.56
million on $11 million of total net revenues for the year ended
Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $9.47 million in total assets,
$4.52 million in total liabilities, and $4.95 million in total
stockholders' equity.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 30, 2023, citing that the Company's significant operating
losses raise substantial doubt about its 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/1431074/000139390523000154/brgo-20221231.htm
About Bergio International
Based in Fairfield, New Jersey, Bergio International, Inc. --
www.bergio.com -- designs, manufactures, and retails, jewelry
products.
BERRY GLOBAL: Moody's Rates New $500MM 1st Lien Secured Notes 'Ba1'
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Berry Global
Inc.'s (a wholly owned subsidiary of Berry Global Group Inc.
("Berry")) new $500 million first lien senior secured notes due
2028. The company's Ba1 Corporate Family Rating and all other
ratings remain unchanged. The outlook remains stable.
The proceeds from the new notes will be used to repurchase the
company's 0.95% first lien senior secured notes due 2024, repay a
portion of certain term loans, and pay fees and expenses related to
the offering.
"This is a leverage neutral transaction that will improve Berry's
debt maturity profile," said Motoki Yanase, Moody's Vice President
and Senior Credit Officer. "While Moody's expects Berry's leverage
(including Moody's adjustments) to reach 4.9x by year-end 2023, the
company's free cash flow to debt remains strong and Moody's expect
the company will be focused on using its free cash flow to reduce
debt over the next 18 months," continued Yanase.
Assignments:
Issuer: Berry Global Inc.
Senior Secured Regular Bond/Debenture, Assigned Ba1 (LGD3)
RATINGS RATIONALE
The Ba1 rating on the new first lien secured notes, the same rating
as the CFR, reflects the notes' subordination to the asset based
revolver for the most liquid assets (accounts receivable and
inventory) and the limited amount of second lien debt ranked below
it to provide loss absorption.
The company's considerable scale, concentration of sales in
relatively stable end markets (food and healthcare), and strong
free cash flow generation are all credit strengths. Berry is the
largest rated plastic packaging manufacturer by revenue and has
roughly 75% of its business under long-term contracts with cost
pass-through provisions, which raises customer switching costs and
protects against increases in volatile raw material costs.
Weaknesses in Berry's credit profile include some exposure to more
cyclical end markets and lengthy lags in contractual cost
pass-through mechanisms with customers, leaving the company exposed
to changes in volumes before increases in raw material prices can
be passed through. Berry operates in the fragmented and competitive
packaging industry which has many private, unrated competitors and
strong price competition.
The stable outlook reflects Moody's expectation that Berry will
dedicate free cash flow to debt reduction over the next 18 months
and improve credit metrics.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
A ratings upgrade would require a commitment to an investment grade
financial profile and capital structure. An upgrade would also be
dependent upon a sustainable improvement in credit metrics and a
stable competitive environment. Specifically, the ratings could be
upgraded if adjusted debt to LTM EBITDA is approaching 3.5x,
adjusted EBITDA margin is approaching 20.0%, and free cash flow to
debt is above 12.0%. The ratings could be downgraded if there is
deterioration in credit metrics, the competitive environment or
liquidity. Additionally, the ratings could be downgraded if there
is a large, debt financed acquisition. Specifically, the ratings
could be downgraded if adjusted debt to LTM EBITDA is above 4.25x,
adjusted EBITDA margin is below 17.0%, and free cash flow to debt
is below 8.0%.
The principal methodology used in this rating was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
Based in Evansville, Indiana, Berry Global Group Inc. (NYSE: BERY)
is a manufacturer of both rigid and flexible plastic packaging
products. Net sales for the twelve months ended December 31, 2022
totaled roughly $14.0 billion.
BESTWALL LLC: Claimants Again Asks Court to Dismiss Case
--------------------------------------------------------
Hayley Fowler of Law360 reports that the asbestos claimants in the
bankruptcy case of Georgia-Pacific unit Bestwall LLC have again
called for a North Carolina bankruptcy judge to dismiss the Chapter
11 case, saying Bestwall is more than capable of paying its
creditors under an unlimited funding agreement with
Georgia-Pacific.
A hearing on the dismissal motion is scheduled for April 20, 2023,
at 9:30 AM at 3-LTB Courtroom 2A.
Pursuant to Article I, section 8, clause 4 of the U.S. Constitution
and Rules 9013 and 9014
of the Federal Rules of Bankruptcy Procedure, the Official
Committee of Asbestos Claimants moves to dismiss the Chapter 11
case for lack of subject matter jurisdiction.
"Bestwall is capable of fully paying all of its creditors in the
ordinary course of business, and its economic viability is not
threatened by its liabilities. Providing remedies available under
the Bankruptcy Code to an entity such as Bestwall would extend
bankruptcy court jurisdiction beyond the scope of the enabling
powers granted to Congress by the Bankruptcy Clause of the
Constitution. This Court lacks subject matter jurisdiction to
provide Bestwall with any relief in this proceeding," the Committee
said in court filings.
The Committee notes that Bestwall is a fully solvent entity with
much more than adequate funding to pay its liabilities in the
ordinary course without a bankruptcy reorganization. Bestwall does
not have any anticipated short- or long-term inability to fully and
timely satisfy all of its costs and liabilities. There is no threat
to its economic viability that would require it to resort to the
bankruptcy laws.
"There is simply no possible interpretation of the meaning of the
Constitution’s Bankruptcy
Clause or of the more than 225 years of case law and legal history
that can accommodate a Bestwall bankruptcy. Here, there is no need
for this Court to struggle with fine distinctions concerning all
conceivable constitutional limits on eligible bankruptcy debtors.
Regardless of these potential fine distinctions, it is very clear
that the Bankruptcy Clause of the Constitution does not authorize
bankruptcy court jurisdiction over a well-capitalized entity facing
no threat to its economic viability and whose creditors would
obtain full and timely payment in the absence of bankruptcy," the
Committee tells the Court.
About Bestwall LLC
Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965. The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.
Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.
On Nov. 2, 2017, Bestwall sought Chapter 11 protection (Bankr.
W.D.N.C. Case No. 17-31795) in an effort to equitably and
permanently resolve all its current and future asbestos claims.
The Debtor estimated assets and debt of $500 million to $1 billion.
It has no funded indebtedness.
The Hon. Laura T. Beyer is the case judge.
The Debtor tapped Jones Day as bankruptcy counsel; Robinson,
Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as
special litigation counsel for medicine science issues; King &
Spalding as special counsel for asbestos matters; and Bates White,
LLC, as asbestos consultants. Donlin Recano LLC is the claims and
noticing agent.
On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an
official committee of asbestos claimants in the Debtor's case. The
Committee retained Montgomery McCracken Walker & Rhoads LLP as its
legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD
Thompson Law as local counsel, FTI Consulting, Inc., as financial
advisor.
On Feb. 22, 2018, the court approved the appointment of Sander L.
Esserman as the future claimants' representative in its case. Mr.
Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal
counsel; Hull & Chandler, P.A., as local counsel; Ankura Consulting
Group, LLC as claims evaluation consultant; and FTI Consulting,
Inc., as financial advisor.
BEVERLY COMMUNITY HOSPITAL: S&P Affirms 'CCC-' ICR, Outlook Dev.
----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC-' long-term rating on the
California Statewide Communities Development Authority's series
2015 and 2017 revenue bonds, issued for the Beverly Community
Hospital Assn. (Beverly), and removed it from CreditWatch, where it
was placed with negative implications on Nov. 16, 2022. The outlook
is developing.
The developing outlook reflects Beverly's receipt of a $3 million
line of credit to support operations from AHMC Healthcare Inc.
(AHMC), following the execution of a facilities management services
agreement. As per the agreement, S&P assumes Beverly will have
access to an additional $15 million line of credit for up to 12
months in the near term, which it believes may lend flexibility to
the rating. However, there remains significant uncertainty
surrounding Beverly's financial performance and likely bond
covenant violations, which could lead to a negative rating action
during the outlook period.
"We believe that without a significant positive development to stem
negative cash flow and stabilize operations, the hospital is at
considerable risk of an event of default and possible acceleration
of its debt based on our review of financials through Sept. 30,
2022, and discussions with management," said S&P Global Ratings
credit analyst Chloe Pickett.
S&P said, "The developing outlook reflects our opinion that certain
key credit or financial events could result in a lower or higher
rating during the outlook period.
"We could lower the rating if Beverly sees continued financial
pressure, resulting in uncertainty about the hospital's ability to
make future debt service payments. We could also lower the rating
if Beverly violates bond covenants without resolution, resulting in
an event of default or acceleration of debt. Finally, we would also
view negatively failure to obtain the expected additional $15
million line of credit from AHMC, as well as failure to maintain or
make progress on the current agreement with AHMC.
"We could raise the rating if we believe the services agreement and
loan, along with more recent financial trends, provide some
flexibility over the next 12 months. In addition, we would view
favorably a positive resolution on expected bond covenant
violations for fiscal 2022."
BIOSTAGE INC: Incurs $6.1 Million Net Loss in 2022
--------------------------------------------------
Biostage, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$6.07 million for the year ended Dec. 31, 2022, compared to a net
loss of $7.98 million for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $2.40 million in total assets,
$1.41 million in total liabilities, and $4.18 million in series E
convertible preferred stock, and a total stockholders' deficit of
$3.19 million.
Boston, MA-based Marcum LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated March
30, 2023, citing that the Company has suffered recurring losses
from operations, has an accumulated deficit, uses cash flows in its
operations, and will require additional financing to continue to
fund its operations. 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/1563665/000149315223009840/form10-k.htm
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a biotechnology company with a mission to cure patients of
cancers, injuries, and birth defects of the gastro-intestinal tract
and the airways. The Company believes its technology is likely to
be used to treat esophageal cancer, esophageal injuries, and birth
defects in the esophagus. The Company believes additional product
candidates in its pipeline may treat bronchial cancer, intestinal
cancer, and colon cancer. Since inception, the Company has devoted
substantially all of its efforts to business planning, research and
development, recruiting management and technical staff, and
acquiring operating assets.
BLACK DIRT: Amends Unsecureds & Several Secured Claims Pay Details
------------------------------------------------------------------
Black Dirt Farm, LLC submitted a Modified Plan of Reorganization
dated April 3, 2023.
This Modified Plan of Reorganization proposes to pay creditors of
the Debtor from cash flow from operations and future income.
This Plan provides for one class of secured claims, one class of
priority unsecured claims and one class of general unsecured
claims. Unsecured creditors holding allowed claims will be paid in
full throughout the course of this Plan.
This Plan also provides for the payment of administrative and
priority claims to the extent permitted by the Code in 60
installments.
The Debtor's plan, as modified, proposes to cure all arrearages
within one-year while making all required, on-going plan payments.
Debtor's modified plan continues to contemplate completion of the
Plan within the time permitted with 100% of allowed claims being
paid.
The Debtor feels, moving forward, the self-sufficiency of their
current operation will save revenue on brokerage fees, as well as
aid in the negotiation of better haul rates more in line with the
Debtor's experience. The recent past seems to bear out this fact.
Class 2 Secured Creditors:
* 777 Equipment LLC: Debtor proposes monthly payments in the
pre-petition payment amount of $2,746.00 per month for the 2013
Kenworth W900L until the balance is paid in full, and $1,687.00 for
the 2014 Freightliner Coronado until the balance is paid in full,
which will be sufficient to cover the full claim amounts of
$39,868.00 and $40,628.00. Since the inception of this Plan,
creditor has received $35,427.20 for the 2014 Freightliner and
$55,587.00 for the 2013 Kenworth. 777 asserts it is entitled to
collect post-petition late charges, and Debtor proposes to pay such
charges to the extent permitted by Section 506 of the Code.
* Funding Metrics LLC dba "Lendini" claims an interest in the
Debtor's receivables. By stipulation, Debtor will not object to
Funding Metrics' secured status in exchange for reducing its claim
from $49,538.58 to $35,000.00 payable at 4.5% interest per annum in
equal monthly installments of $652.51 over the course of the
Debtor's Chapter 11 Plan.
Class 4 consists of Unsecured Creditors. Unsecured general claims
will be paid in full over up to 60 months without interest payable
in equal monthly payments.
To address and cure arrearages, the Debtor proposes utilizing the
additional cash flow created by retiring secured debt to cure plan
arrearages as follows:
* Debtor will pay North Mill and 777 directly until their
obligations are paid in full.
* Debtor will pay the Subchapter V Trustee $11,500 per month,
which will cover the remaining secured creditors payable by the
Trustee as well as administrative fees and quarterly payments to
unsecured creditors. Debtor will also pay an additional $5,000 per
month to the Trustee for those five months to assist in curing plan
arrearages.
* Upon retiring the secured debt on the 2014 Freightliner with
777, which Debtor estimates to require 6 months, Debtor will pay an
additional $1,687.00 per month to the Trustee. This will bring the
total being disbursed to the Trustee to $18,187.00 on a monthly
basis at that time.
* Upon retiring the secured debt on the 2013 Kenworth with
777, which Debtor estimates to require 9, Debtor will pay an
additional $2,647.00 per month to the Trustee. This will bring the
total being disbursed to the Trustee to $20,834.00 at that time.
* Under this proposal, all arrearages will be cured not later
than one-year from confirmation of the modified plan.
Debtor will fund the plan payments from the income made in the
ordinary course of its business.
A full-text copy of the Modified Plan of Reorganization dated April
3, 2023 is available at https://bit.ly/3GihzXe from
PacerMonitor.com at no charge.
Counsel for Debtor:
Paul W. Roop, II, Esq.
Roop Law Office LC
P.O. Box 1145
Beckley, WV 25802-1145
Telephone: (304) 255-7667
Facsimile: (304) 256-2295
Email: bankruptcy@rooplawoffice.com
About Black Dirt Farm
Black Dirt Farm, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No.
21-50028) on April 11, 2021. At the time of the filing, the Debtor
disclosed assets of up to $10 million and liabilities of up to $1
million.
Judge B. Mckay Mignault oversees the case.
The Debtor tapped Paul W. Roop, II, Esq., at Roop Law Office LC as
legal counsel, Jonathan Bolen as manager, Kimberly Bolen as chief
operating officer, and Paul M. Khoury as bookkeeper.
BLUE LEMON ACQUISITION: Taps Vanden Bos & Chapman as Legal Counsel
------------------------------------------------------------------
Blue Lemon Acquisition Company, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Oregon to hire Vanden Bos &
Chapman, LLP as its counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the Debtor's powers and duties
in the operation of its business;
(b) institute adversary proceedings that are necessary to the
Debtor's Chapter 11 case;
(c) represent the Debtor generally in the Chapter 11
proceedings and prepare legal papers; and
(d) perform all other legal services for the Debtor.
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 Acquisition Company
Blue Lemon Acquisition Company, LLC sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No.
23-30594) 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.
BLUE LEMON HIGHLAND: Taps Vanden Bos & Chapman as Legal Counsel
---------------------------------------------------------------
Blue Lemon Highland, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Oregon to hire Vanden Bos & Chapman, LLP
as its legal counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the Debtor's powers and duties
in the operation of its business;
(b) institute adversary proceedings that are necessary to the
Debtor's Chapter 11 case;
(c) represent the Debtor generally in the Chapter 11
proceedings and prepare legal papers; and
(d) perform all other legal services for the Debtor.
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 Highland
Blue Lemon Highland, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 23-30598) 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.
BMI WELLNESS: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized BMI Wellness Concepts, PLLC
to use cash collateral on an interim basis in accordance with the
budget, with a 10% variance.
The Debtor believes Wells Fargo Bank, N.A. asserts an interest in
the cash collateral by way of a Security Agreement and UCC-1
financing statement number 20190072496A, filed on July 8, 2019,
with the North Carolina Secretary of State.
At the time of the petition, the Debtor had cash on hand of
approximately $3,230 in its bank accounts, all of which was
transferred to the Debtor's DIP account after filing and personal
property valued at approximately $65,500.
As adequate protection, and to the extent that cash collateral is
used, the Potential Secured Creditor will receive a post-petition
lien on the Debtor's cash and inventory to the extent of the use
and to the extent that the pre-petition lien in the same type of
collateral was valid, perfected, enforceable, and non-avoidable as
of the petition date. In addition, the Debtor will make an adequate
protection payment to Wells Fargo Bank, N.A., in the amount of
$1,295, beginning April 1, 2023 and continuing monthly for as long
as the Debtor's use of cash collateral is authorized.
The Debtor's use of cash collateral will expire or terminate on the
earlier of: (i) the Debtor ceasing operations of its business; or
(ii) the non-compliance or default of the Debtor with any terms and
provisions of the Order.
A further hearing on the matter is set for April 18, 2023 at 9:30
a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/40CWT4b from PacerMonitor.com.
The Debtor projects $7,000 in gross revenue and $5,431 in total
expenses for March/April 2023.
About BMI Wellness Concepts, PLLC
BMI Wellness Concepts, PLLC is a North Carolina professional
limited liability company that has operated as a general medical
practice, specializing in weight loss and general wellness
counseling.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-00666) on March 9,
2023. In the petition signed by Sherri James, member, the Debtor
disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Judge Joseph N. Callaway oversees the case.
Danny Bradford, Esq., at Paul D. Bradford, PLLC, represents the
Debtor as legal counsel.
BOMBARDIER INC: Moody's Raises CFR & Senior Unsecured Notes to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded Bombardier Inc.'s corporate
family rating to B2 from B3, its probability of default rating to
B2-PD from B3-PD and senior unsecured notes rating to B2 from B3.
There is no change to the company's SGL-2 Speculative Grade
Liquidity Rating (SGL). The outlook remains stable.
"The upgrade reflects Bombardier's continued progress in reducing
debt, its continued improvement in financial performance that
includes increased earnings, improved margins and positive free
cash flow" said Jamie Koutsoukis, Moody's analyst.
Upgrades:
Issuer: Bombardier Inc.
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD4)
from B3 (LGD4)
Issuer: Connecticut Development Authority
Backed Senior Unsecured Revenue Bonds, Upgraded to B2 (LGD4) from
B3 (LGD4)
Outlook Actions:
Issuer: Bombardier Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Bombardier continues to demonstrate improvement in its operations
and, at the same time, reducing its debt . The company has
generated positive free cash flow in each quarter since June 2021,
and its adjusted operating margin increased to 7.9% in 2022
compared to 4.6% one year ago. Revenue visibility continues to
remain strong and book to bill was 1.4x in 2022. Additionally, the
company continues to reduce debt, most recently repaying $500
million in March 2023, and it has been able to address its near
term maturities with no meaningful maturities until 2026.
Bombardier is constrained by: 1) high leverage (10.1x as of
December 2022, expected below 6x in 2023; 2) high fixed charges of
about $800 million per year (interest and capital expenditures)
that constrain the company's free cash flow; and 3) its
participation in the cyclical business jet market which has a
number of strong competitors. Bombardier benefits from: 1) good
liquidity over the next year; 2) significant scale; 3) a strong
market position within the business jet market; and 4) a $14.8
billion backlog.
Bombardier has good liquidity over the next year (SGL-2), with
about $1.8 billion of available liquidity sources versus about $200
million of uses. Sources are cash of about $1.3 billion at Q4/22,
$208 million available on its secured revolving credit facility
($300 million ABL facility that expires in 2027), and about $300
million in free cash flow through to March 2024. Uses are about
$200 million of financial liabilities (excluding term debt but
including items such as lease liabilities, liabilities related to
various divestitures and government refundable advances).
Bombardier has no maturities over the next 12 months.
The stable outlook reflects Moody's expectation that Bombardier
will continue to generate free cash flow and improve its operating
performance and financial leverage in 2023 and 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if adjusted debt to EBITDA is below
5x and the company continues to generate free cash flow.
The ratings could be downgraded if Bombardier sees a deterioration
in its operating performance or there are problems with its ability
to deliver aircraft in line with its guidance. The rating could
also be downgrade if adjusted debt to EBITDA approaches 7x or EBIT
to Interest falls below 1x.
The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.
Headquartered in Montreal, Quebec, Canada, Bombardier Inc. is a
manufacturer of business jets. Bombardier has a dual class share
structure by where the founding family has 50.9% of the voting
rights through a special class of stock carrying 10 votes a share.
The same group also has four of the company's 14 board seats,
despite owning just 12.2% of the equity.
BRIDGER STEEL: Sells Equipment in Yellowstone County for $346K
--------------------------------------------------------------
Bridger Steel Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Montana to sell personal property located in
Yellowstone County, Montana, for $346,092, free and clear of
blanket liens.
Bridger Steel fabricates and sells metal roofing and siding
products and accessories. In years 2021 and 2022, it consolidated 9
branch production facilities located in Sioux Falls, South Dakota;
Casper, Wyoming; Lafayette, Louisiana; Helena, Montana; Black Hawk,
South Dakota; Kalama, Washington; and Belgrade, Montana to a single
facility in Billings, Montana. As a result of this consolidation,
Bridger Steel has redundant and surplus equipment. The items of the
Property are unnecessary for Bridger Steel to retain.
The Bridger Steel employs 57 paid employees and contract employees.
The payroll and associated costs due for payment on Friday, March
31, 2023 is $198,767. Its credit card processor has refused to
release credit card receipts since the commencement of the case and
has recently advised Bridger Steel that it will only release such
charges upon
proof that Bridger Steel has delivered the product to the customers
who have paid for the product by credit card.
Due to Bridger Steel's illiquidity and the structure of its
operations, there is a delay in delivering product. Bridger Steel
has $248,937 in bank deposits as of this date but will have payroll
withholdings and employee benefits automatically paid on March 28,
2023 leaving a balance of $104,096.
Bridger Steel has determined, subject to the Court's approval, to
sell surplus equipment sufficient to fully fund the March 31
payroll. The equipment to be sold is subject to certain purchase
money liens held by Machinery Finance Resources, LLC ("MFR") which
Bridger Steel proposes be paid from the sale proceeds. In addition,
there are three “blanket” lien holders: PSB Credit Services,
LCF Group Inc., and Seamless Capital Group, LLC. Both LCF and
Seamless loan agreements are commonly known as "merchant loans" and
are structured as purchases of future income.
This is the second Motion to Sell Property Outside the Course of
Business. Bridger Steel's first motion to sell proposed to sell
$733,500 of equipment, pay the purchase money loan lienholders
$405,238, netting Bridger Steel $328,262. The First Motion to Sell
was preliminarily approved and a final hearing is scheduled for
March 28, 2023. If a final order is issued approving the First
Sale Motion, the remaining Bridger Steel assets will have total
value of $9,622,405; the payment of the purchase money liens from
the sale will reduce the total secured debt by $405,238 to
$6,957,217.
Bridger Steel seeks to sell certain items of equipment and
machinery which are not necessary for its ongoing operations and
use the sales proceeds to fund operations in the Chapter 11 case.
It does not have identified buyers of the property proposed for
sale. Given the costs of service to all creditors in the case as
required by F. R. Bankr. Pro. 2002(a), which cost is estimated to
be $5,812.501, Bridger Steel seeks leave to obtain approval of a
minimum price each item of equipment must sell for with
authorization to sell for such minimum or more.
The items of equipment and the minimum price proposed for sale
("Property") are:
a. 2012 Toyota electric forklift, VIN #xxx20347 - $13,440
b. 2006 Hyster forklift, VIN #xxx434v - $5000
c. 2016 Baliegh Magnetic Break - $2500
d. 2018 SWI Pro Sweed Scraper - $4000
e. 2019 SWI 1220 Sweed Scraper – $5000
f. Titan Gooseneck 24 foot trailer, VIN #xxx71211 - $8000
g. Schlebach Standing Seam Machine - $55,000
h. 2015 Titan Gooseneck 24 foot trailer, VIN#xxx74214 - $7483
i. Schlebach Standing seam machine, Quadro Plus - $65,000
j. Zimmerman Standing Seam Machine, 3” trapezoidal, Serial
No. xxx71755 - $95,000
k. Titan Gooseneck 26 foot trailer, VIN #xxx78126 - $10,000
l. Robopac, Spiror wrapping machine 600 - $40,000
m. OSW Stretch Wrapping Machine, OSW-24-FA - $25,000
n. 2018 Miller Standing Seam Brace and Safety Harness, Model
X10001 - $500
o. 2018 Belaigh Sheet Metal Corer Notcher, Model SN-F16-FN-
$800
p. 2015 Lamar Gooseneck 37 foot trailer, VIN# xxx34717 - $8529
q. 2017 Echo flatbed ATV trailer, VIN# xxx48149 - $840
The total minimum sales proceeds total $346,092. Items d., l., and
m. are subject to purchase money liens held by MFR in the amounts
of $3000, $35,000, and $20,000, respectively. While the purchaser
is unknown, Bridger Steel will not sell any item of the Property to
anyone or entity who is related to or affiliated with Bridger
Steel.
The Bridger Steel entered into the following loan agreements prior
to the commencement of the case:
a. PSB:
i. Assignment of Bank of America loan #XXXXX5877 dated
Aug. 21, 2017 with the maximum principal of $3 million ("2017
Loan");
ii. Promissory note dated Nov. 18, 2020 in the principal
amount of $1,369,506.01;
iii. Promissory Note dated March 18, 2022 in the
principal amount of $1.7 million;
iv. Promissory Note dated June 10, 2022 in the principal
amount of $2.5 million;
v. Promissory Note dated September 8, 2022 in the
principal amount of $1.9 million;
vi. As of the commencement of the case, the total owed to
PSB was $8,013,637.17.
vii. PSB is secured by all Bridger Steel's personal
property pursuant to security agreements with Wells Fargo Bank,
assigned to Bank of America, and further assigned to PSB starting
in 2015 and perfectedthrough a UCC-1 filings with the Montana
Secretary of State on Feb. 4, 2015 through July 7, 2022.
viii. PSB is also secured by mortgages on real property
owned by a guarantor, Dennis Johnson or his affiliates.
b. LCF entered and funded a cash advance agreement dated Dec.
19, 2022 in the amount of $521,500 purchasing future income; LCF
filed a UCC-1 asserting a lien on all assets, with the Montana
Secretary of State on Dec. 21, 2022.
c. Seamless entered and funded a cash advance agreement dated
Jan. 3, 2023 in the amount of $74,950 of future accounts income;
Seamless filed a UCC-1 asserting a lien on all assets with the
Montana Secretary of State on Jan.
31, 2023.
The blanket lien holders on the Property are (i) PSB Credit
Services with a first priority blanket lien; (ii) LCF with a second
priority blanket lien; and (iii) Seamless with a third priority
blanket lien.
Bridger Steel has an immediate and critical need to fund its
ongoing operations. Its business will suffocate if it is unable to
pay its day-to-day expenses, during the pendency of this
proceeding. It will use the cash collateral resulting from the sale
of the Property to pay its day-to-day expenses. Bridger Steel
desires to avoid the untimely demise of its operations by using the
cash collateral to pay its ongoing costs. The cash collateral will
provide it with sufficient liquidity to pay its ongoing wages and
other operating costs while it works toward restructuring its
debts.
Bridger Steel believes the PSB, LCF and Seamless will be adequate
protected by virtue of their pre-petition, security interest in
Bridger Steel’s equipment, inventory, accounts, instruments,
chattel paper, and general intangibles combined with the value of
the guarantor's real property pledged to PSB.
Bridger Steel seeks leave to sell the equipment free and clear of
liens, except the MFR purchase money liens which are proposed to
attached to the proceeds of sale of the MFR financed equipment, and
to use the resulting cash collateral to fund ongoing operations. It
proposes to terminate its use of the cash collateral without prior
notice or order of the Court whenever one of the following events
occurs: the effective date of any confirmed chapter 11 plan.
About Bridger Steel
Bridger Steel Inc. --
https://www.bridgersteel.com/about/bridger-steel -- is a
manufacturer of metal panel systems for roofing, siding & wall,
interior, and fencing applications.
Bridger Steel Inc. filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mon. Case No. 23-20019) on February
25, 2023. In the petition filed by Dennis L. Johnson, as
president,
the Debtor reported assets between $1 million and $10 million and
liabilities between $10 million and $50 million.
The Honorable Bankruptcy Judge Benjamin P. Hursh oversees the
case.
The Debtor is represented by James A. Patten, Esq. at PATTEN
PETERMAN BEKKEDAHL & GREEN.
BROWNIE'S MARINE: Incurs $1.9 Million Net Loss in 2022
------------------------------------------------------
Brownie's Marine Group, Inc. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $1.89 million on $8.58 million of revenues for the year
ended Dec. 31, 2022, compared to a net loss of $1.59 million on
$6.23 million of revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $5.66 million in total assets,
$3.14 million in total liabilities, and $2.52 million in total
stockholders' equity.
Margate, Florida-based Assurance Dimensions, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company had a net loss of
approximately $1,893,000 and cash used in operating activities of
approximately $678,000 for the year ended Dec. 31, 2022 as well as
an accumulated deficit of approximately $16,437,000 as of Dec. 31,
2022. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
Management Commentary
Chris Constable, CEO of Brownie's Marine Group, Inc. stated, "While
we are happy to grow in excess of 37% for 2022, we were challenged
with the BLU3 recall as well as talk of a recession, each affecting
our ability to meet or exceed our growth of over 50% for 2021.
With Compounded Annual Growth over the last three years of 42.3%,
we are proud of our sales path. We believe that the Company has
made it through the tough part of the recall and is beginning to
see revenue climb back as well as recall related expenses have
begun to taper off. The BLU3 team did an excellent job in
assessing the issue, solving the issue, and putting a plan in place
to ensure that anyone who returns their unit for repair will
receive an improved system that will provide enjoyment for years to
come. The larger economic issues will work themselves out, we have
to do our best to ensure we continue to innovate and provide
quality product that will continue to drive consumer demand." He
continued "we have some exciting new products on the horizon, and
one of our business units, Submersible Systems, Inc. has introduced
an improved HEED3 model to the marketplace, which has been very
well received in both the corporate and government customer
segments. We are excited for what 2023 will bring."
Robert M. Carmichael, president and Chairman of the Board added,
"We continue to pursue our goals to be a key player in the growth
of the marketplace for recreational water exploration and
conservation. Our entry into retail and dive tourism in
Lauderdale-by-the-Sea, Florida is the first step in building a
comprehensive, repeatable model to expand access to diving and in
turn conservation across the globe. We will do this by offering an
executable business plan for dive professionals and entrepreneurs
to promote the Live Blue Lifestyle. Our products are key to
bringing more people to the water in a comfortable, fun way
allowing users to choose their level of progression and become
explorers at their own pace."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1166708/000149315223009729/form10-k.htm
About Brownie's Marine
Headquartered in Pompano Beach, Florida, Brownie's Marine Group,
Inc., owns and operates a portfolio of companies with a
concentration in the industrial, and recreational diving industry.
The Company, through its subsidiaries, designs, tests,
manufactures, and distributes recreational hookah diving,
yacht-based scuba air compressors and nitrox generation systems,
and scuba and water safety products in the United States and
internationally.
BURGESS POINT: $150MM Incremental Loan No Impact on Moody's B3 CFR
------------------------------------------------------------------
Moody's Investors Service said that Burgess Point Purchaser
Corporation's (d/b/a BBB Industries) ratings, including the B2
first lien secured and B3 corporate family rating, and stable
outlook are unaffected at this time following the company's
proposed $150 million incremental first lien term loan. Moody's
expects proceeds to be used to fund growth initiatives both
organically and through acquisitions. Inclusive of the fungible
add-on, the aggregate size of the company's first lien term loan
(due 2029) will increase to about $1,376 million.
Moody's expects BBB to remain active in pursuing growth
opportunities under its newer equity ownership by Clearlake Capital
Group, which acquired a majority stake in the company in mid-2022.
Moody's anticipates BBB will look to expand its existing product
base (primarily brake calipers, starters and alternators) through
new business wins, grow its non-automotive business (TerrePower),
and pursue tuck-in acquisitions to expand its geographic diversity
and channel presence. As the company engages in these growth
initiatives, Moody's expects leverage will remain high through 2023
at above 7x debt/EBITDA.
Despite the high leverage, Moody's favorably views the stability of
automotive aftermarket replacement demand and BBB's strong margins
that reflect its remanufacturing process. Moody's expects BBB's
organic revenue to increase at least 5% in 2023. In addition,
liquidity remains supported by expectations for nearly full
availability under the company's $200 million in external credit
facilities and for modestly positive free cash flow over the next
twelve months.
Headquartered in Daphne, Alabama, Burgess Point Purchaser
Corporation (d/b/a BBB Industries) is a supplier of primarily
remanufactured non-discretionary replacement parts for automotive,
industrial, energy and solar markets in North America and Europe.
The company's main products include alternators, starters, brake
calipers, power steering components and turbochargers. For the
twelve-month period ended September 30, 2022 the company's net
revenues are approximately $1 billion.
CANOO INC: Incurs $487.7 Million Net Loss in 2022
-------------------------------------------------
Canoo, Inc. has filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss and
comprehensive loss of $487.69 million on $0 of revenue for the year
ended Dec. 31, 2022, compared to a net loss and comprehensive loss
of $346.77 million on $0 of revenue for the year ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $496.47 million in total
assets, $259.90 million in total liabilities, and $236.57 million
in total stockholders' equity.
Los Angeles, California-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 30, 2023, citing that the Company has suffered
recurring losses from operations, has generated recurring negative
cash flows from operating activities, and expects to continue to
incur net losses and negative cash flows from operating activities
in accordance with its ongoing activities. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
Management Commentary
"In 2022, we focused on achieving as many of our milestones as
possible, including: aggressively managing legacy matters,
increasing our commitment to Grade A credit customers, completing
our Phase 1 manufacturing and pushing forward on our strategy in
America's heartland," said Tony Aquila, Chairman and CEO at Canoo.
"We continue to optimize manufacturing and cost efficiency and
already shifted more than 90% of our supply chain to the US or
allied nations. In addition, we delivered our first vehicle, the
LTV - to the US Army. As we move through 2023, we are focused on
bringing our facilities online, scaling production and aligning
with our strategic distribution partners for our global
expansion."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1750153/000162828023009932/goev-20221231.htm
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
CHARLES DEWEESE: Objection to Trustee's Road Signs Sale Due Apr. 18
-------------------------------------------------------------------
A Notice for Objections has been filed with the U.S. Bankruptcy
Court for the Western District of Kentucky in connection with the
proposed sale by Mark Little, the chapter 7 trustee for the
bankruptcy estate of Charles Deweese Construction, Inc., of four
message boards, five arrow boards, and all traffic control devices
(cones, barrels, signage, etc.) currently located at 1960
Industrial ByPass North in Franklin, Kentucky to Reynolds Sealing
and Striping, Inc. for $25,000, free and clear of liens, claims,
and encumbrances.
Objections, if any, be filed with the Clerk of the U.S. Bankruptcy
Court by April 18, 2023.
All objections will be typewritten and in proper pleading form as
required by the Federal Rules of Bankruptcy Procedure. A copy of
the Notice will be mailed to the Debtor(s), the Counsel for the
Debtor(s), the U.S. Trustee, and to all scheduled creditors and
parties in interest.
About Charles Deweese Construction
Charles Deweese Construction --
https://www.charlesdeweeseconstruction.com/ -- is a construction
and engineering company that provides clients with quality
projects
on time and within budget.
Charles Deweese Construction, Inc. sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10355)
on July 1, 2022. In the petition filed by Charles Weldon Deweese,
as president, the Debtor reports estimated assets and liabilities
between $50 million and $100 million.
Judge Joan A. Lloyd oversees the case.
Tyler R. Yeager, Esq., at Kaplan Johnson Abate & Bird, LLP, is the
Debtor's counsel.
COCRYSTAL PHARMA: Incurs $38.8 Million Net Loss in 2022
-------------------------------------------------------
Cocrystal Pharma, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$38.84 million for the year ended Dec. 31, 2022, compared to a net
loss of $14.18 million for the year ended Dec. 31, 2021. The
increase in net loss was primarily due to a $19,092,000 non-cash
impairment-loss of goodwill and increased research and development
expenses as the Company continues in its efforts to advance
CC-42344, CDI-988 and other product candidates.
As of Dec. 31, 2022, the Company had $40.84 million in total
assets, $1.27 million in total liabilities, and $39.57 million in
total stockholders' equity.
The Company had approximately $35 million cash on hand on March 21,
2023. The Company expects that this cash balance will be
sufficient to support the Company's working capital needs for the
12 months following the filing of this Report.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1412486/000149315223009385/form10-k.htm
About Cocrystal Pharma
Headquartered in Creek Parkway Bothell, WA, Cocrystal Pharma, Inc.
-- http://www.cocrystalpharma.com-- is a clinical stage
biotechnology company discovering and developing novel antiviral
therapeutics that target the replication machinery of influenza
viruses, hepatitis C viruses, noroviruses, and coronaviruses.
Cocrystal Pharma reported net loss of $9.65 million for the year
ended Dec. 31, 2020, a net loss of $48.17 million for the year
ended Dec. 31, 2019, and a net loss of $49.05 million for the year
ended Dec. 31, 2018.
* * *
This concludes the Troubled Company Reporter's coverage of
Cocrystal Pharma until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
CODIAK BIOSCIENCES: Court OKs Interim Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Codiak BioSciences, Inc. and its debtor-affiliates to use cash
collateral on an interim basis in accordance with the budget, with
a 15% variance.
The Debtors require the use of cash collateral to among other
things, pay the costs and expenses associated with administering
the Chapter 11 Cases, continue the orderly operation of the
Debtors' business, maximize and preserve the Debtors' going concern
value, make payroll and satisfy other working capital and general
corporate purposes.
Codiak BioSciences, Inc. and Codiak Securities Corporation, as
borrowers, Hercules Capital, Inc., Hercules Capital Funding Trust
2018-1, and Hercules Capital Funding Trust 2019-1, as lenders, and
Hercules Capital, Inc., as agent, are parties to the Loan and
Security Agreement, dated as of September 30, 2019, as amended by
(i) the First Amendment to Loan and Security Agreement, dated April
20, 2020, (ii) the Second Amendment to Loan and Security Agreement,
dated September 16, 2021, and (iii) the Consent and Third Amendment
to Loan and Security Agreement, dated October 29, 2021.
As of the Petition Date, the Prepetition Borrowers were indebted to
the Prepetition Secured Parties under the Prepetition Financing
Documents for (a) an aggregate principal amount of approximately
$25 million, and (b) accrued and unpaid interest, fees, and costs,
expenses, charges, indemnities, and all other obligations incurred
or accrued with respect to the foregoing pursuant to, and in
accordance with, the Prepetition Financing Documents.
As adequate protection to the Prepetition Secured Parties, the
Agent is granted, for the benefit of the Prepetition Secured
Parties, additional and replacement valid, binding, enforceable,
non-avoidable, and perfected postpetition security interests and
liens upon all present and after-acquired property and assets of
the Debtors and their estates.
The Prepetition Secured Parties and the Agent, for the benefit of
the Prepetition Secured Parties, are each granted an allowed
administrative expense claim with super-priority over all other
administrative expenses and all other claims against the Debtors or
their estates of any kind or nature, but in all cases subject and
subordinate to the Carve-Out and the Permitted Prior Liens.
As additional adequate protection, (i) the Debtors will immediately
wire to the Agent $7.5 million cash in permanent reduction and
repayment of the Prepetition Secured Obligations; and (ii) for any
sales, dispositions or proceeds of casualty or other insurance of
all Prepetition Collateral outside the ordinary course of the
Debtors' business and all other sales of Prepetition Collateral,
75% of such net sale proceeds.
The final hearing on the matter is set for April 26 at 2 p.m.
A copy of the order is available at https://bit.ly/40QmhmH from
PacerMonitor.com.
About Codiak BioSciences, Inc.
Codiak BioSciences, Inc. is a clinical-stage biopharmaceutical
company focused on pioneering the development of exosome-based
therapeutics, a new class of medicines with the potential to
transform the treatment of a wide spectrum of diseases with high
unmet medical need.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10350) on March 27,
2023. In the petition signed by Paul Huygens, as chief
restructuring officer, the Debtor disclosed $106,167,706 in assets
and $85,374,781 in liabilities.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Ryan M. Bartley, Esq., at Young Conaway Stargatt
& Taylor, LLP as legal counsel, Stretto, Inc. as claims, noticing
agent and administrative advisor, and Province, LLC as
restructuring advisor.
CYNTHIA NURSE-KEIZER: Amended Bid to Sell Brooklyn Property Ordered
-------------------------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York conditionally granted Secured
Creditors NewRez LLC, d/b/a Shellpoint Mortgage Servicing as
servicer for Deutsche Bank National Trust Co., as Trustee for
Soundview Home Loan Trust 2007- WMCI, Asset-Backed Certificates,
Series 2007-WMC1; and Fay Servicing, LLC, as servicer for Empire
Community Development, LLC, a relief from the automatic stay with
respect to Cynthia Elnora Nurse-Keizer's real property known as 584
Park Place, Brooklyn, New York 11238.
The Debtor's estate, by the counsel, will file an amended 363
Motion to Sell the Premises with an annexed updated contract of
sale for the Premises, noticed on all case parties, including
non-party Yvonne Victory. The Secured Creditors retain all rights
to object to any proposed Sale Motion. The Debtor's estate intends
to obtain the Court's approval of the Sale Motion and hold a
closing by May 19, 2023 for a sale of the Premises free and clear
of all liens.
Prior to any Closing Date, the Debtor's estate will continue making
regular monthly post-petition payments directly to (i) Shellpoint
as provided in the Conditional Order, dated April 3, 2020; and (ii)
Fay Servicing in the amount of $1,699.73 per month, as set forth in
the Stipulated Adequate Protection Order entered on Dec. 27, 2021,
without prejudice to any of Fay Servicing's rights.
In the event the Debtor's estate fails to tender any of the
adequate protection payments and/or thereafter fails to close on a
proposed sale of the Premises on or before the Closing Date, the
Secured Creditors may serve on the Debtor's estate, the Debtor's
Attorney, and will file with the Court an Affirmation of
Non-Compliance with a proposed Order modifying the Automatic Stay,
allowing the Secured Creditor(s), their agents, successors and/or
assigns in interest to pursue all rights available under applicable
state law with respect to the Premises, and the proposed Order(s)
may be entered without further notice or opportunity to be heard.
If the Secured Creditors file the Affirmation of Non-Compliance,
they will be entitled to recover additional attorney's fees in the
amount of $50, which will be added to the amount necessary to cure
the default on the respective Mortgages.
About Cynthia Elnora Nurse-Keizer
On Nov. 29, 2017, Cynthia Elnora Nurse-Keizer commenced the matter
under Chapter 7 of the Bankruptcy Code. On March 11, 2019, the
case was to converted to a Chapter 11 case (Bankr. E.D.N.Y. Case
No. 17-46369).
DELPHI BEHAVIORAL: May 15 Plan Confirmation Hearing Set
-------------------------------------------------------
Delphi Behavioral Health Group, LLC and its affiliates filed with
the U.S. Bankruptcy Court for the Southern District of Florida a
Disclosure Statement for Joint Plan of Liquidation.
On April 3, 2023, Judge Peter D. Russin approved the Disclosure
Statement and ordered that:
* May 15, 2023 at 10:00 a.m. in the United States Courthouse,
299 East Broward Boulevard, Courtroom 301, Fort Lauderdale, Florida
33301 is the Confirmation Hearing.
* April 18, 2023 is the deadline for filing and serving fee
applications.
* April 28, 2023 is the deadline for filing ballots accepting
or rejecting Plan.
* April 28, 2023 is the deadline for filing objections to
confirmation.
* May 9, 2023 is the deadline for Plan Proponent to file a
reply to confirmation objections.
A copy of the order dated April 3, 2023 is available at
https://bit.ly/3GoZ03E from PacerMonitor.com at no charge.
About Delphi Behavioral Health Group, LLC
Delphi Behavioral Health Group, LLC and several affiliated entities
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Lead Case No. 23-10945) on February 6, 2023. In
the petition signed by Edward A. Phillips, interim chief executive
officer, the Debtors disclosed up to $10 million in assets and up
to $10 million in liabilities.
Delphi Behavioral Health Group provides a range of inpatient and
outpatient behavioral healthcare services in the substance use
disorder, addiction and mental health treatment space.
Headquartered in Fort Lauderdale, Florida, Delphi and its
affiliates operated 12 clinical facilities and two recovery
residences prior to the Petition Date, throughout California,
Florida, Maryland, Massachusetts and New Jersey. The levels of
care provided at the clinical facilities range from inpatient and
residential to outpatient (partial hospitalization), intensive
outpatient programming and outpatient programming.
Judge Peter D. Russin oversees the case.
The Debtors tapped Berger Singerman LLP as legal counsel, Getzler
Henrich and Associates as restructuring services provider, and Epiq
Corporate Restructuring, LLC as notice and claims agent.
Brightwood Loan Services, LLC, the Administrative Agent for the
Prepetition Lenders and the Administrative Agent for the DIP
Lenders, is represented by King & Spalding LLP.
DIAMONDHEAD CASINO: Incurs $1.86 Million Net Loss in 2022
---------------------------------------------------------
Diamondhead Casino Corporation has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $1.86 million for the year ended Dec. 31, 2022, compared to
a net loss of $1.52 million for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $5.53 million in total assets,
$17.53 million in total liabilities, and a total stockholders'
deficit of $11.99 million.
Marlton, New Jersey-based Marcum LLP, the Company's auditor since
2004, issued a "going concern" qualification in its report dated
March 30, 2023, citing that Company has a significant working
capital deficiency, 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/844887/000149315223009692/ex99-1.htm
About DiamondHead
Headquartered in Alexandria, Virginia, DiamondHead Casino
Corporation owns a total of approximately 400 acres of unimproved
land in Diamondhead, Mississippi. Active subsidiaries of the
Company include Mississippi Gaming Corporation, which owns the
approximate 400-acre site and Casino World, Inc.
DIGITAL MEDIA: HomeQuote.io Deal No Impact on Moody's 'Caa1' CFR
----------------------------------------------------------------
Moody's Investors Service says Digital Media Solutions, LLC's (Caa1
Negative, DMS) announcement of the issuance of convertible
preferred stock is credit positive as it provides additional
liquidity and resolves the risk of a covenant breach for the end of
Q4 2022. However, financial leverage remains elevated, liquidity is
weak and the extent of a business recovery in 2023 is uncertain. As
a result, the Caa1 corporate family rating and negative outlook are
unaffected.
The senior secured credit facility contains financial covenants
that require the company to maintain a total net leverage ratio of
4.5x. On March 29, 2023, the company issued convertible redeemable
preferred stock and warrants for proceeds of $13.1 million pursuant
to the equity cure provision of the credit agreement which allowed
the company to comply with the net leverage requirement in Q4 2022.
The company can exercise an equity cure a maximum of two quarters
in four consecutive quarters and a maximum of five times until
maturity of the facility.
On March 30, 2023, the company acquired the HomeQuote.io home
services marketplace from G.D.M Group Holding Limited for $35
million. According to the company, the acquisition will contribute
$70-$80 million in revenue and be accretive in 2023 with minimal
cost synergies as HomeQuote.io will operate as an independent
entity. DMS financed the acquisition cost with cash on hand. The
transaction includes $10 million in deferred purchase price to be
paid two years after the acquisition subject to achieving certain
performance targets. HomeQuote.io is a marketplace that provides
homeowners with access to contractors for services such as roofing,
windows and doors, bathrooms, kitchens, siding and gutters.
DMS' operating performance was significantly impacted in 2022 due
to its high customer concentration particularly to the insurance
vertical. Through the acquisition of HomeQuote.io, DMS will be able
to partially mitigate its reliance on insurance. Assuming the lower
end of HomeQuote.io's revenue, DMS' pro forma 2023 revenue
contribution is expected to be insurance 48% (down from 57% in
2022), home services 20%, e-commerce 13%, career and education 10%,
and consumer finance 9%. While Moody's expects pro forma adjusted
total debt to EBITDA to fall to 10x in 2023 with the contribution
of HomeQuote.io, leverage remains elevated.
The additional liquidity from the convertible preferred stock
issuance and diversification of end verticals from the acquisition
is credit positive; however, DMS' operations continue to be under
pressure from suppressed advertiser spend in its insurance vertical
from the backdrop of macroeconomic headwinds, high inflation, and
increased claims associated with higher-than-normal losses. Moody's
expects limited recovery in earnings as insurance carriers remain
cautious in marketing spend in 2023.
Moody's expects the company to remain in compliance with the net
leverage covenant over the next four quarters given the equity
cure, the ability to add in the EBITDA from the HomeQuote.io and a
modest EBITDA recovery in 2023. DMS' cash balance of approximately
$61.8 million post equity cure should be sufficient to fund
break-even free cash flow, acquisition costs of $35 million and 1%
annual amortization on the term loan of $2.2 million in 2023. DMS
has no additional capacity on the revolving credit facility as it
is fully drawn.
Headquartered in Clearwater, FL, Digital Media Solutions, LLC is an
indirect wholly owned operating subsidiary of Digital Media
Solutions, Inc. (DMS), a publicly traded digital performance
marketing company providing a diversified lead and software
delivery platform that drives high value and high purchase intent
leads to its customers. As of 2022, net revenue totaled $391.1
million.
DIGITAL MEDIA: Incurs $52.5 Million Net Loss in 2022
----------------------------------------------------
Digital Media Solutions, Inc. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $52.50 million on $391.15 million of net revenue for the
year ended Dec. 31, 2022, compared to net income of $6.19 million
on $427.93 million of net revenue for the year ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $227.28 million in total
assets, $311.23 million in total liabilities, and a total
stockholders' deficit of $83.95 million.
Net cash (used in) provided by operating activities was $(0.3)
million for the year Dec. 31, 2022 as compared to $18.8 million
provided by operating activities in the year Dec. 31, 2021. The
decrease is primarily attributable to an increase in accounts
receivable collections, a decrease in accounts payable and current
accrued expenses due to timing of vendor payments, and a decrease
in the income tax provision.
Net cash used in investing activities for the year Dec. 31, 2022
decreased by $25.0 million or 73% to $9.2 million from $34.2
million for the year Dec. 31, 2021, primarily due to the 2021 AAP
and Crisp Results acquisitions when compared to the 2022 Traverse
acquisition.
Net cash provided by financing activities for the year Dec. 31,
2022 was $32.0 million, reflecting an increase of $21.6 million or
206%, as compared to $10.5 million for the year Dec. 31, 2021.
This increase was due to higher required repayments of borrowings
of long-term debt and notes payable in the prior year under the
Monroe Credit Facility and Insurance Premium Financial Service
arrangements. Furthermore, the Company drew down from the
revolver.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1725134/000162828023010238/dms-20221231.htm
About Digital Media
Headquartered in Clearwater, Florida, Digital Media Solutions, Inc.
(NYSE: DMS) -- https://digitalmediasolutions.com -- is a provider
of data-driven, technology-enabled digital performance advertising
solutions connecting consumers and advertisers within the auto,
home, health, and life insurance, plus a long list of top consumer
verticals. The DMS first-party data asset, proprietary advertising
technology, significant proprietary media distribution, and
data-driven processes help digital advertising clients de-risk
their advertising spend while scaling their customer bases. As of
Sept. 30, 2022, Digital Media had $217.94 million in total
assets, $278.15 million in total liabilities, and a total deficit
of $60.22 million.
* * *
As reported by the TCR on Dec. 16, 2022, S&P Global Ratings lowered
its issuer credit rating on Digital Media Solutions Inc. (DMS) to
'CCC+' from 'B-'. S&P said, "We view DMS' capital structure as
unsustainable absent sustainable increases in its EBITDA and FOCF.
We do not expect that the company will significantly improve its
credit metrics until 2024. DMS is dependent on improvements in
macroeconomic conditions and insurance carrier profitability to
support increased ad spending on its platform and additional sales
through its independent insurance agents."
DNP EATS: Case Summary & 10 Unsecured Creditors
-----------------------------------------------
Debtor: DNP Eats, LLC
16396 Ardsley Circle
Huntington Beach, CA 92649
Business Description: The Debtor is part of the food service
industry.
Chapter 11 Petition Date: April 6, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-12093
Debtor's Counsel: Blake J. Lindemann, Esq.
LINDEMANN LAW, APC
9777 Wilshire Blvd., 4th Floor
Beverly Hills, CA 90212
Tel: (310) 279-5269
Fax: (310) 300-0267
Email: blake@lawbl.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Pham as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/WSVWFKY/DNP_Eats_LLC__cacbke-23-12093__0001.0.pdf?mcid=tGE4TAMA
DOMINARI HOLDINGS: Incurs $22.1 Million Net Loss in 2022
--------------------------------------------------------
Dominari Holdings Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$22.11 million for the year ended Dec. 31, 2022, compared to a net
loss of $7.17 million for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $76.24 million in total
assets, $2.47 million in total liabilities, and $73.77 million in
total stockholders' equity.
Dominari said, "The Company continues to incur ongoing
administrative and other expenses, including public company
expenses, in excess of corresponding (non-financing related)
revenue. While the Company continues to implement its business
strategy, it intends to finance its activities through managing
current cash on hand from the Company's past equity offerings.
"Based upon projected cash flow requirements, the Company has
adequate cash to fund its operations for at least the next twelve
months from the date of the issuance of these consolidated
financial statements."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/12239/000121390023025306/f10k2022_dominari.htm
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 $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.
EAGLE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Eagle Properties and Investments LLC
445 Windover Ave North West
Vienna VA 22180
Business Description: The Debtor is engaged in leasing real estate
properties. The Debtor owns 26 properties
valued at $9.37 million.
Chapter 11 Petition Date: April 6, 2023
Court: United States Bankruptcy Court
Eastern District of Virginia
Case No.: 23-10566
Debtor's Counsel: Nancy Greene, Esq.
LAW OFFICES OF SRIS, P.C.
4008 Williamsburg Court
Fairfax VA 22032
Tel: +1 07032780405
Email: ndg@ndglaw.com
Total Assets: $9,429,800
Total Liabilities: $14,716,136
The petition was signed by Amit Jain as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/CY6JDHY/Eagle_Properties_and_Investments__vaebke-23-10566__0001.0.pdf?mcid=tGE4TAMA
EARLY BIRD: Seeks Cash Collateral Access
----------------------------------------
Early Bird Pediatric Therapy Clinic, Inc. asks the U.S. Bankruptcy
Court for the Western District of Texas, El Paso Division, for
authority to use cash collateral.
The Debtor seeks to use the cash collateral for expenses set forth
on the budget and any other unforeseeable expenses that may arise
and pose a threat to the Debtor's continued operations.
The Debtor depends on the use of cash collateral for payroll,
insurance, and general operating expenses. Revenue is generated
through the Debtor's business of managing and operating its speech,
occupational, physical and behavior therapy for children twenty
years of age and younger.
A search in the Texas Secretary of State shows that allegedly
secured positions are held by Position 1 UCC is Unknown; Coastal
States Bank (Pos 2); Funding Circle (Pos 3); National Funding (Pos
4); Velocity Capital Group LLC (Pos 5); Position 6 UCC is unknown;
Zahav Asset Management LLC (Pos 7) and White Road dba GFE Holdings
(Pos 8).
Specifically, the Debtor requests authority to use the cash
collateral to pay up to 110% of each expense in the budget, so long
as the total of cash collateral spent during the month does not
exceed by more than 5% of that month's total.
A copy of the motion is available at https://bit.ly/3GgSFXX from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/3U9G7Hi from
PacerMonitor.com.
The Debtor projects $525,000 in cash receipts and $472,018 in cash
disbursements for a period of 30 days.
About Early Bird Pediatric Therapy Clinic, Inc.
Early Bird Pediatric Therapy Clinic, Inc. is a comprehensive
facility offering physical therapy, occupational therapy, speech
therapy, and applied behavior analysis for children from birth to
20 years old.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-30315) on March 31,
2023. In the petition signed by Jane Concha, director, the Debtor
disclosed $508,403 in total assets and $2,495,804 in total debts.
Judge Christopher Mott oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, oversees the case.
EMS BILLING: Amends FC Marketplace & Bankers Secured Claims Pay
---------------------------------------------------------------
EMS Billing Solutions, Inc., submitted a Corrected Plan of
Reorganization for Small Business under Subchapter V dated April 3,
2023.
The Debtor is an S Corporation that formed on November 17, 2010 by
filing Articles of Incorporation with the Colorado Secretary of
State at Document No. 20101631702.
Pre-Petition, Gaylene Garcia-Kabel maintained a 100.0% ownership
interest in the Debtor. Between November 17, 2010 up to and through
the Petition Date, the Debtor employed Ms. Garcia-Kabel to manage
the day-to-day operations and financial affairs including, but not
limited to, processing payroll, bookkeeping, and invoicing for
services rendered. As of the Petition Date, Ms. Garcia-Kabel earned
an average bi weekly income of $2,584.93 for such management
services.
The February 2023 MOR discloses that the Debtor maintained the
collective sum of $62,606.35 within two DIP Accounts as of February
28, 2023. Conversely, the Debtor controlled the sum of $50,285.93
within Pre-Petition depository accounts as of the Petition Date.
Therefore, the Debtor has generated a Post-Petition positive cash
flow in the amount of $12,320.42.
The Plan shall treat each Class of Priority and Secured Claims
under a Cramdown Confirmation in a manner identical to the
Treatment that follows a Consensual Confirmation notwithstanding
Holders of Allowed Unsecured Claims. Holders of Allowed Secured
Claims shall receive Plan Payments in accordance with the
consensual agreements executed and Security Interests granted
Pre-Petition.
Distributions to Holders of an Allowed Unsecured Claim shall depend
on whether Consummation follows a Consensual Confirmation or a
Cramdown Confirmation, as follows: (a) recovery shall be limited to
the fixed amount of $60,141.97 upon a Consensual Confirmation of
this Plan, which equals a Pro-Rata Distribution in the approximate
amount of four cents on the dollar (i.e. 3.83%); or (b) if
Consummation follows a Cramdown Confirmation, Holders of Allowed
Unsecured Claims shall receive a Pro-Rata Share of all Disposable
Income that the Debtor generates during the 36-month Plan Term.
Pursuant to the Cash Flow Analysis, the Debtor projects that the
Class of Allowed Unsecured Claims may receive the amount of
$21,141.97, which equals an approximate Pro-Rata Distribution of
three cents on the dollar (i.e. 2.68%).
Class 2 consists of the Secured Claim of FC Marketplace, LLC. Class
2 Claimant shall hold an Allowed Secured Claim in the amount of
$14,529.65, which the Plan Proponent shall pay by and through
tendering (a) Adequate Protection Payments of $225.00 from February
5, 2023 up to and through the 5th day following the Confirmation
Date, or as soon as practicable thereafter, for which the sum of
$166.16 applies to the Class 2 Claim and the balance to interest
assessed against the Pre-Petition indebtedness at the rate of
10.49% per annum; and (b) 36 equal installments of principal and
interest, assessed at the Till Rate per annum, in the monthly
amount of $450.10 commencing on the 15th Business Day following the
Effective Date up to and through the 15th Business Day of the 36th
month following the Effective Date.
Class 3 consists of the Secured Claim of Bankers Healthcare Group,
LLC, arising from the Debtor obtaining a loan in the original
principal sum of $82,303.20, together with interest assessed at the
rate of 19.74% per annum, pursuant to a Financing Agreement
(Corporation), dated November 14, 2020. Bankers Healthcare Group,
LLC perfected its Security Interest against all Assets of the
Debtor by filing a Financing Statement with the Colorado Secretary
of State on November 17, 2020 at Filing Number 20202128215.
Pursuant to Proof of Claim No. 1, Bankers Healthcare Group, LLC
asserts to hold a Secured Claim for the amount of $32,614.52.
Class 3 Claimant shall hold an Allowed Secured Claim in the amount
of $11,442.38, which the Plan Proponent shall pay by and through
tendering (a) Adequate Protection Payments of $225.00 from February
5, 2023 up to and through the 5th day following the Confirmation
Date, or as soon as practicable thereafter, for which the sum of
$0.00 applies to the Class 3 Claim and the balance to interest
assessed against the Pre-Petition indebtedness; and (b) 36 equal
installments of principal and interest, assessed at the Till Rate,
in the monthly amount of $358.56 commencing on the 15th Business
Day following the Effective Date up to and through the 15th
Business Day of the 36th month following the Effective Date. The
Plan Proponent shall treat the deficiency balance of the Class 5
Claim in the Allowed amount of $21,172.14 as an Allowed Unsecured
Claim under Class 4.
Class 4 consists of the Unsecured Claims against the Bankruptcy
Estate, to the extent Allowed under Sections 502 and 1111(a) of the
Bankruptcy Code, including, but not limited to, the deficiency
balance of Secured Claims, or a portion pursuant to Sections 506(a)
and 507(g) of the Bankruptcy Code, and any portion of a Priority
Tax Claim arising from assessed penalties and interest that is not
compensation for actual pecuniary loss, pursuant to Section
507(8)(G) of the Bankruptcy Code. The Debtor estimates that Allowed
Unsecured Claims – on account of Claims not Scheduled as
contingent, disputed, and/or unliquidated; Proofs of Claim filed on
or before the Claims Bar Date; and Claims not otherwise Disallowed
by the Bankruptcy Court – is the sum of $787,587.83.
The Treatment and amount Distributed to Holders of Class 4 Claims
shall depend on whether Unsecured Claimant vote to accept or reject
the Plan, as follows:
* Consensual Treatment: Holders of Allowed Unsecured Claims
shall receive a Pro-Rata Share of $30,141.97, which shall derive
from Cash maintained within the Operating Account as of the
Effective Date and revenues generated during the Plan Term. The
Debtor shall deposit the sum of $833.33 into the Unsecured Reserve
Account commencing on the 5th Business Day following the Effective
Date up to and through the 5th Business Day of the 36th month
following the Effective Date. The Debtor refers Unsecured
Claimants, regardless of whether Allowed, Disallowed, or Disputed,
to the Claims Analysis for further details on the specific amount
of Plan Payments the Debtor anticipates Distributing to each Class
4 Claimant on account of their Allowed Class 4 Claim(s).
* Holders of Allowed Unsecured Claims shall receive a Pro Rata
Share of all Disposable Income realized during the Plan Term, which
the Debtor projects as the sum of $21,141.97. 35 The Debtor shall
deposit the Disposable Income realized during the preceding
Calendar Quarter into the Unsecured Reserve Account on or before
the 15th day following the close of each Calendar Quarter
commencing on the Effective Date up to and through the 36th month
following the Effective Date, for which the 1st deposit into the
Unsecured Reserve Account of Disposable Income realized from the
Effective Date up to and through September 30, 2021 shall arise on
or before October 15, 2021, and the final Plan Payment shall be
deposited on or before the 15th day of the 1st month following the
3rd Anniversary.
In accordance with Sections 1190(2) and 1191(c)(2) of the
Bankruptcy Code, as applicable, the Debtor shall fund the Plan
using Cash generated from one, or a combination of such sources, as
follows:
* Cash arising from Net Income realized Post-Petition, of
which the Debtor maintains within the Operating Account as of the
Confirmation, shall be Distributed on the 15th day following the
Confirmation Date, or as soon as practicable thereafter, to certain
and specific Claimants as consideration for full payment of an
Allowed Claim, or such portion thereof as mutually agreed upon by
and the between the Debtor and such relevant Claimant(s), in such
order more-fully identified within the Cash Flow Analysis, and on
such basis, as follows: (a) Allowed Professional Fees Claims in the
maximum sum of $29,000.00; (b) final installments of Adequate
Protection Payments in the amount of $3,961.46; (c) the reasonable
Post-Petition fees payable on account of Oversecured Claims in the
amount of $21,507.39; and (d) the amount necessary to Cure an
assumed Executory Contract and/or Unexpired Lease, if any.
* The Plan Proponent shall deposit into the Disbursement
Account such portion of the Net Income equal to the collective
monthly sum of Plan Payments due and owing to Holders of Allowed
Secured Claims, on or before the 5th day of each month commencing
on the Effective Date up to and through the 5th day of the 36th
following the Effective Date.
* The Debtor shall deposit Plan Payments to Holders of Allowed
Unsecured Claims into the Creditor Disbursement Fund in such
periods of time, manner and amount.
A full-text copy of the Corrected Plan dated April 3, 2023 is
available at https://bit.ly/43638iB from PacerMonitor.com at no
charge.
Counsel for Debtor:
Stephen E. Berken, Esq.
Sean Cloyes, Esq.
Berken Cloyes PC
1159 Delaware Street
Denver, CO 80202
Phone: 303-623-4359
Email: stephenberkenlaw@gmail.com
sean@berkencloyes.com
About EMS Billing Solutions
EMS Billing Solutions, Inc., is engaged in the business of medical
billing. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 22-15088) on Dec. 30,
2022. In the petition signed by Gaylene Garcia-Kabel, president,
the Debtor disclosed up to $100,000 in assets and up to $1 million
in liabilities.
Bankruptcy Judge Elizabeth E. Brown oversees the case.
Sean Cloyes, Esq., at Berken Cloyes, PC, represents the Debtor.
ENDEAVOR GROUP: S&P Places 'B+' ICR on Watch Neg. on WWE Deal
-------------------------------------------------------------
S&P Global Ratings placed its 'B+' ratings on Endeavor Group
Holdings Inc. and its borrower subsidiaries on CreditWatch with
positive implications.
S&P Said, "We expect to resolve the CreditWatch placement once the
transaction closes. In resolving the CreditWatch, we will consider
the company's improved scale and profitability and evaluate its
financial policy, particularly around Endeavor's influence over the
new entity (to be publicly traded under the stock ticker TKO) and
how integral it will be to Endeavor's future."
Endeavor intends to combine its UFC assets with WWE assets in an
all-stock transaction and create a new entity that will be publicly
traded under the stock ticker TKO. Endeavor will control TKO
through a 51% equity stake and majority representation on the board
of directors. WWE shareholders will hold 49% of the equity and hold
minority representation on the board of directors. In addition,
Ariel Emanuel will be the CEO of both Endeavor and TKO. TKO will be
fully consolidated by Endeavor but have its own financial
disclosures as a publicly traded entity. The announced transaction
funding does not include an incremental debt raise, and therefore
the inclusion of WWE's S&P Global Ratings-adjusted EBITDA base
(over $350 million as of Dec. 31, 2022) will reduce the company's
leverage (6x as of Dec. 31, 2022).
S&P said, "In our view, the addition of WWE to Endeavor will expand
the company's sports entertainment platform, diversify its revenue
base, and improve its consumer reach. We expect the company will
utilize its existing expertise to supplement and improve the
operations of WWE's media rights, live events, and consumer
products. In addition to an expanded revenue base, we also expect
WWE to substantially contribute to consolidated profitability and
cash flow. Endeavor has also indicated an incremental opportunity
to pursue cost efficiencies as it combines the costs bases of UFC
and WWE.
"We expect to resolve the CreditWatch placement once the
transaction closes, which is likely to be in the fourth quarter of
2023. At that time, we could raise our ratings on Endeavor to
reflect the improved scale, reach, and profitability of the
business depending on the executed terms of the deal. Our
assessment will also incorporate the degree of influence Endeavor
and its financial sponsor have over TKO, our assessment of how
integral TKO will be to the future of Endeavor, the amount of
insulation (if any) that TKO has against the credit needs of
Endeavor, and our review of UFC's credit facilities in relation to
its designation to TKO and its pro forma assets and collateral."
Endeavor is a leading entertainment and sports company. It
generates revenue in a variety of ways, including through talent
representation, media rights sales, television production, and the
operation of owned and managed events and media properties. Its
financial sponsor, Silver Lake, owns a strong majority of voting
shares.
ESG credit indicators: E-2, S-3, G-3
ENDO INTERNATIONAL: Exclusivity Period Extended to June 12
----------------------------------------------------------
Judge James L. Garrity Jr. of the U.S. Bankruptcy Court for the
Southern District of New York extended Endo International plc's
exclusive periods to file a chapter 11 plan and solicit
acceptances thereof by 180 days to June 12, 2023 and August 11,
2023, respectively.
The judge determined that the legal and factual bases set forth
in the Debtors' Motion establish just cause for granting the
extension, and that such relief is in the best interests of the
Debtors, their estates, creditors, and all parties in interest.
About Endo International
Endo International plc is a generics and branded pharmaceutical
company. It develops, manufactures, and sells branded and
generic products to customers in a wide range of medical fields,
including endocrinology, orthopedics, urology, oncology,
neurology, and other specialty areas. On the Web:
http://www.endo.com/
On Aug. 16, 2022, Endo International and certain of its
subsidiaries initiated voluntary prearranged Chapter 11
proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases
are pending before Judge James L. Garrity, Jr. A Web site
dedicated to the restructuring is at http://www.endotomorrow.com/
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as
legal counsel; PJT Partners, LP as investment banker; and Alvarez
& Marsal North America, LLC as financial advisor. Kroll
Restructuring Administration, LLC is the claims agent and
administrative advisor.
Roger Frankel, the legal representative for future claimants in
the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway
Stargatt & Taylor, LLP as legal counsels, and Ducera Partners,
LLC as investment banker.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Sept. 2, 2022. The committee tapped
Kramer Levin Naftalis & Frankel as legal counsel; Lazard Freres &
Co. LLC as investment banker; and Dundon Advisers, LLC and
Berkeley Research Group, LLC as financial advisors.
Meanwhile, the official committee representing the Debtors'
opioid claimants tapped Cooley, LLP as bankruptcy counsel; Akin
Gump Strauss Hauer & Feld, LLP as special counsel; Province, LLC
as financial advisor; and Jefferies, LLC as investment banker.
David M. Klauder, Esq., the court-appointed fee examiner, is
represented by Bielli & Klauder, LLC.
ETHEMA HEALTH: Swings to $295K Net Income in 2022
-------------------------------------------------
Ethema Health Corporation has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing net
income of $295,188 on $4.82 million of revenues for the year ended
Dec. 31, 2022, compared to a net loss of $1.57 million on $1.94
million of revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $6.56 million in total assets,
$15.39 million in total liabilities, $400,000 in preferred stock,
and a total stockholders' deficit of $9.23 million.
Boca Raton, Florida-based Daszkal Bolton LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 31, 2023, citing that the Company has accumulated
deficit of approximately $43.5 million and negative working capital
of approximately $12.7 million at Dec. 31, 2022, which raises
substantial doubt about its 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/792935/000190359623000263/grst_10k.htm
About Ethema Health
Headquartered in West Palm Beach, Florida, Ethema Health
Corporation -- http://www.ethemahealth.com-- operates in the
behavioral healthcare space specifically in the treatment of
substance use disorders. Ethema developed a unique style of
treatment over the last eight years and has had much success with
in-patient treatment for adults.
EVERGREEN PROPERTY: Taps Farsad Law Office as Bankruptcy Counsel
----------------------------------------------------------------
Evergreen Property Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
the Farsad Law Office, P.C. as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
in the continued operation of the business and management of the
Debtor's property;
b. taking necessary action to avoid any liens against the
Debtor's property, if needed;
c. assisting, advising and representing the Debtor in
consultations with creditors regarding the administration of its
Chapter 11 case, including the creditors holding liens on the
property;
d. advising and taking any action to stay foreclosure
proceedings against any of the Debtor's property;
e. preparing legal papers;
f. preparing a disclosure statement and plan of
reorganization, and representing the Debtor at any hearing to
approve the disclosure statement and to confirm the plan;
g. assisting, advising and representing the Debtor in any
manner relevant to a review of its contractual obligations, and
asset collection and dispositions;
h. preparing documents relating to the disposition of assets;
i. advising the Debtor on finance and finance-related
transactions and matters relating to the sale of its assets;
j. assisting, advising and representing the Debtor in any
issues associated with the acts, conduct, assets, liabilities and
financial condition of the Debtor, and any other matters relevant
to the Debtor's Chapter 11 case or to the formulation of a Chapter
11 plan;
k. assisting, advising and representing the Debtor in the
negotiation, formulation, preparation and submission of any plan of
reorganization and disclosure statement;
l. seeking court approval of the disclosure statement and
solicitation of ballots for plan confirmation;
m. preparing status conference statements and appearing at all
court hearings as necessary; and
n. other necessary legal services.
The firm's hourly rates are as follows:
Arasto Farsad, Esq. $350 per hour
Nancy Weng, Esq. $350 per hour
Paralegal $100 per hour
The Debtor paid $20,000 to the law firm as a retainer fee.
Arasto Farsad, Esq., and Nancy Weng, Esq., at Farsad Law Office,
disclosed in a court filing that they are "disinterested persons"
as the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Arasto Farsad, Esq.
Nancy Weng, Esq.
Farsad Law Office, P.C.
1625 The Alameda Suite 525
San Jose, CA 95126
Tel: (408) 641-9966
Fax: (408) 866-7334
Email: farsadlaw1@gmail.com
About Evergreen Property Group
Evergreen Property Group, LLC, a company in San Jose, Calif., filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-50311) on March 23,
2023, with $1 million to $10 million in both assets and
liabilities. Michael Luu, managing member, signed the petition.
Farsad Law Office, P.C. represents the Debtor as bankruptcy
counsel.
FARADAY FUTURE: Stockholders Approve Two Proposals
--------------------------------------------------
Faraday Future Intelligent Electric Inc. held a special meeting of
stockholders, at which the stockholders:
(1) approved, as is required by the applicable rules and
regulations of the Nasdaq Stock Market, transactions involving
Tranche C and D notes and warrants of the Company issued or to be
issued to FF Simplicity Ventures LLC, Senyun International Limited,
Acuitas Capital, LLC, RAAJJ Trading LLC and/or their affiliates as
contemplated by Amendment No. 6 to the Securities Purchase
Agreement, dated Aug. 14, 2022, as amended on Sept. 23, 2022, Sept.
25, 2022, Oct. 24, 2022, Nov. 8, 2022, Dec. 28, 2022, Jan. 25,
2023, and Feb. 3, 2023, among the Company, FF Simplicity Ventures
LLC, and the purchasers party thereto, including the issuance of
any shares in excess of 19.99% of the issued and outstanding shares
of the Company's common stock in respect of such notes and
warrants; and
(2) ratified the selection of Mazars USA LLP as the independent
registered public accounting firm of the Company for the year ended
Dec. 31, 2022.
About Faraday Future
Gardena, CA-based Faraday Future -- www.ff.com -- is a luxury
electric vehicle company. The Company has pioneered numerous
innovations relating to its products, technology, business model,
and user ecosystem since inception in 2014. Faraday Future aims to
perpetually improve the way people move by creating a
forward-thinking mobility ecosystem that integrates clean energy,
AI, the Internet.
Faraday Future reported a net loss of $552.07 million for the year
ended Dec. 31, 2022, a net loss of $516.50 million for the year
ended Dec. 31, 2021, compared to a net loss of $147.08 million for
the year ended Dec. 31, 2020.
New York, NY-based Mazars USA LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 9, 2023, citing that the Company has incurred operating
losses since inception, has continued cash outflows from operating
activities, and has an accumulated deficit. These conditions raise
substantial doubt about its ability to continue as a going concern.
FIRST FRUITS: TriPharma Buying Assets for $1.2M, Subject to Overbid
-------------------------------------------------------------------
Judge David R. Duncan of the U.S. Bankruptcy Court for the District
of South Carolina authorized First Fruits Business Ministry, LLC's
bidding procedures in connection with the sale of all assets to
TriPharma, LLC, for $1,196,135.40, which offer includes assumption
of approximately $449,919.17 in secured debt, waiver of its
unsecured claim (Claim 5), and a cash payment of $150,000, subject
to overbid.
If it acquires the assets of the Debtor, TriPharma will pay the net
sales proceeds of acquired inventory into the estate. If there are
no Competing Bids, TriPharma will close on the sale no later than
July 21, 2023. TriPharma will receive no compensation for having
made the Opening Bid, and will not receive compensation as a
"stalking horse" bidder if it is not the successful bidder.
To initiate the bidding process, a Competitive Bidder must offer to
pay the Debtor the equivalent of the Opening Bid together with an
agreement to sell the purchased inventory of the Debtor and remit
the net proceeds to the estate or pay no less than an additional
$40,000 to the estate at the closing.
In the event a Competitive Bid is timely received, the Court will
conduct an auction to be held on a date determined by the Court.
In the event an auction is conducted, bidding will be in increments
of no less than $10,000 each. Bidding will continue until ended by
the Court.
Closing must occur no later than 30 days following entry of the
Sale Order. If the highest bidder fails to timely close, then the
backup bidder (if any) will be permitted to purchase the Assets for
its last bid at the auction.
Broker Fees will be sole responsibility of the buyer.
About First Fruits Business Ministry
First Fruits Business Ministry, LLC is a privately held company,
which focuses on health and fitness through patented and
proprietary products that focus on losing body fat and building
lean muscle. The company is based in Columbia, S.C.
First Fruits Business Ministry sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 22-02747) on
Oct. 7, 2022. In the petition signed by its chief executive
officer, Roger Catarino, the Debtor disclosed $23,348,908 in
assets
and $1,628,225 in liabilities as of July 31, 2022.
Judge David R. Duncan oversees the case.
Jane H. Downey, Esq., at Moore Bradley Myers Law Firm, P.A. is the
Debtor's bankruptcy counsel. The Law Offices of Robert L. Hill,
APC
and Woods Rogers Vandeventer Black, PLC serve as special counsels.
FOX SUBACUTE: Committee Says Disclosure Statement Inadequate
------------------------------------------------------------
The Official Committee of Unsecured Creditors of the above
captioned Debtors objects to the Disclosure Statement relating to
Joint Chapter 11 Plan of Reorganization filed by Fox Subacute at
Mechanicsburg, LLC, Fox Subacute at Clara Burke, Inc., Fox Subacute
At South Philadelphia, LLC, and Fox Subacute at Warrington.
The Committee has expressed to the Debtors its dissatisfaction with
the treatment of unsecured creditors under the Plan. Specifically,
the Plan provides that creditors in Class 6A and 6B are to receive
no payment until the allowed claims of all other creditors are paid
in full. The Disclosure Statement fails to provide adequate
information as defined in section 1124(b).
The Committee claims that various portions of the Disclosure
Statement fail to include sufficient information by which a
hypothetical investor could make an informed decision regarding the
Plan. The Disclosure Statement fails to adequately represent the
specific status of the secured claim of PeoplesBank. The Disclosure
Statement represents that PeoplesBank is presently owed anywhere
from $2.2 million to $2.3 million.
The Committee contends that the Disclosure Statement also provides
that, as of the Effective Date of the Plan, the "New Peoples
Secured Claim" will be paid in monthly principal payments of
$50,000, plus interest, but that the claim will balloon and become
due 60 months after the Effective Date. The Debtors fail to
disclose that, under the Mechanicsburg Plan, which is now
effective, PeoplesBank is already to receive monthly principal
payments of $50,000 from the Mechanicsburg and South Philadelphia
debtors, from ongoing operations.
In addition, the Disclosure Statement provides that when combined,
Clara Burke and Warrington have approximately $700,000 in cash and
$5.1 million in collectable accounts receivable. Yet, the Debtors
fail to disclose that PeoplesBank is oversecured in this case.
The Committee asserts that as to the treatment of general unsecured
creditors, the Disclosure Statement is vague. While it states that
Class 6A and 6B creditors will be paid after all other classes are
paid, it appears to suggest (when read with the Plan) that that
determination will be made by the Debtors in their sole discretion.
Yet, the Disclosure Statement flatly states that it is not
anticipated that any payment [to the General Unsecured Creditors]
will occur.
The Committee further asserts that there is no ongoing business for
Clara Burke and Warrington. The assets have been sold. The estates
consist of cash and accounts receivable. Based on the Debtors' own
estimates, it appears that there are sufficient collectable
receivables that would afford a dividend to the unsecured
creditors. As such, the Disclosure Statement fails to provide a
reasonable forecast of the expected distribution to be paid to
general unsecured creditors.
A full-text copy of the Committee's objection dated April 3, 2023
is available at https://bit.ly/3Mmdmp2 from PacerMonitor.com at no
charge.
Counsel for the Official Committee of Unsecured Creditors:
FLASTER/GREENBERG P.C.
Harry J. Giacometti, Esq.
1717 Arch Street, Suite 3300
Philadelphia, PA 19103
Tel: (215) 587-5680
Email: Harry.giacometti@flastergreenberg.com
About Fox Subacute at Mechanicsburg
Fox Subacute at Mechanicsburg, LLC, is a skilled nursing facility
in Pennsylvania that specializes in pulmonary, neurological, and
rehabilitative care for patients with degenerative neurological and
neuromuscular disease; and pulmonary care and ventilator
requirements with an emphasis on vent weaning. Its facilities are
located in Plymouth Meeting, Warrington, Mechanicsburg and
Philadelphia, Pa., and are licensed by the PA Department of
Health.
On Nov. 1, 2019, Fox Subacute at Mechanicsburg and its affiliates
sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No.
19-04714). Fox Subacute at Mechanicsburg was estimated to have $1
million to $10 million in assets and liabilities as of the
bankruptcy filing.
Judge Henry W. Van Eck oversees the cases.
The Debtors tapped Cunningham, Chernicoff & Warshawsky, P.C. as
their legal counsel, Kennedy P.C. as special counsel, Isdaner &
Company, LLC as accountant, and Three Twenty-One Capital Partners,
LLC as investment banker.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Dec. 11, 2019. The committee is represented
by Flaster/Greenberg P.C.
FRASIER CONTRACTING: Sale of Assets to Sky OneSource for $200K OK'd
-------------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Frasier Contracting, Inc., to
sell the following to Sky OneSource Corporation or its assigns for
$200,000:
a) Name of Frasier Contracting, Inc.;
b) Goodwill of Frasier Contracting, Inc.;
c) Client list of Frasier Contracting, Inc.;
d) Furniture, Fixtures, and Equipment; and
e) Telephone number
The sale is "as is" and free and clear of any liens, claims,
interests, encumbrances, and security interests of any kind. The
liens of any secured creditors, including Bank of Central Florida,
will attach to the proceeds from the sale.
The sale proceeds will be held in trust by the Debtor's counsel
until further order of the Court regarding the distribution of the
sale proceeds.
The Debtor will file a copy of the closing statement from the sale
of the property with the Court within seven days of the closing
date.
About Frasier Contracting
Frasier Contracting Inc. -- https://www.frasiercontracting.com --
is a Florida State Certified Class A general contracting company.
Frasier Contracting filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-03776) on Sept. 15, 2022. In the petition signed by Matthew
LaForest, president, the Debtor disclosed $1,253,075 in total
assets and $1,025,407 in total liabilities. Amy Denton Mayer has
been appointed as Subchapter V trustee.
Judge Catherine Peek McEwen oversees the case.
The Debtor tapped Buddy D. Ford, PA as bankruptcy counsel;
Saunders
Law Group as special counsel; and Hamic, Previte & Sturwold, PA as
accountant.
G ARATA & SON: Walter Dahl Named Subchapter V Trustee
-----------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 17, appointed
Walter Dahl as Subchapter V trustee for G Arata & Son, Inc.
Mr. Dahl will be compensated at $435 per hour for his services as
Subchapter V trustee, in addition to reimbursement for related
expenses incurred.
Mr. Dahl declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Walter R. Dahl
2304 N Street
Sacramento, CA 95816
Phone: (916) 446-8800
Email: wdahl@dahllaw.net
About G Arata & Son
G Arata & Son, Inc. filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-90129) on
March 28, 2023, with $500,001 to $1 million in both assets and
liabilities. Judge Ronald H. Sargis oversees the case.
David C. Johnston, Esq., is the Debtor's bankruptcy attorney.
GRANITE GENERATION: Moody's Confirms 'B1' CFR, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Granite
Generation, LLC, including its B1 corporate family rating, its B1
senior secured bank credit facilities as well as its B1-PD
Probability of Default rating. Granite's credit facilities are
comprised of a $1.2 billion term loan B due in November 2026 and a
$100 million revolving bank credit facility due in November 2024.
Granite's speculative grade liquidity rating is unchanged at SGL-2.
This action concludes the review of the company's ratings that
began on January 23, 2023. The outlook is negative.
RATINGS RATIONALE
"The confirmation of Granite's ratings reflects Moody's expectation
that the company will be able to comfortably fund the capacity
performance penalties assessed on its non-performing plants in the
wake of the Northeast's winter storm Elliott in December 2022 using
internally generated cash flow" said Nati Martel, Vice
President-Senior Analyst. "Moody's expects that Granite's free cash
flow, before the penalty payments, will aggregate at least $220
million in 2023. Though assessed penalties, net of bonuses, may be
substantial, the payment should be manageable", added Martel. This
expectation factors in management's disclosures that it has locked
in the majority of the company's 2023 energy margins with hedges
entered last year before the recent drop in natural gas prices this
year.
The confirmation of the B1 CFR also considers Granite's good
liquidity profile, which has been aided by its 3-year rolling
hedging strategy. The maintenance of this liquidity profile is
dependent on its ability to renew its $100 million revolving credit
facility well before its scheduled expiration date in November
2024. The confirmation also assumes a balanced dividend
distribution policy whereby the company utilizes a material portion
of its available 2023 free cash flow, after penalty payments, to
fund additional voluntary debt prepayments on top of its required
amortization and cash sweep payments.
The negative outlook reflects the longer term challenges facing the
company, including lower capacity prices for the 2024/25 planning
year, which runs from June to May. These lower capacity prices,
along with low natural gas prices and volatile power prices,
increase the potential downside with regards to Granite's financial
performance beyond 2023, particularly in 2025 and 2026 as it
approaches its Term Loan B maturity date in November 2026. The
lower capacity auction prices will further reduce Granite's
capacity revenues and their relative contribution to gross margin.
Granite's increased reliance on the energy margins amid volatile
power prices is credit negative but the near term impact has been
somewhat mitigated by the company's hedging strategy. For example,
Granite has hedged a significant portion of its 2024 energy margin
while 2025 is still largely unhedged. Therefore, a decline in 2024
and 2025 power prices could still cause a significant deterioration
in the company's financial metrics. In a downside scenario, the
ratio of CFO before changes in working capital (CFO pre-WC), after
maintenance costs, to debt could drop to the low single digits in
2025 compared to a ratio of around 18% for the last twelve month
period ended September 2022.
Liquidity
Granite's SGL-2 speculative grade liquidity rating reflects the
company's good liquidity profile with operating cash flow that
Moody's expect will be sufficient to comfortably fund its
maintenance capital expenditures and meet its debt service
obligations over the next twelve months, including interest
payments of around $77 million. During 2022, Granite debt
repayments aggregated $67 million, including voluntary debt
repayments of around $53 million.
The SGL-2 also considers Granite's effective use of lien-based
hedging arrangements that helped to limit its collateral posting
requirements and somewhat reduce its reliance on the $100 million
revolving credit portion of the credit facility during last year's
peak power prices. At the end of February 2023, Granite had around
$50 million available under this credit facility and a restricted
cash balance of approximately $79 million. Borrowings under the
revolving credit facility are subject to material adverse change
and representation clauses; however, there are no maintenance
covenants.
Granite is subject to quarterly mandatory debt service payments
(annual payments: $14 million) and cash sweep requirements. Moody's
liquidity analysis considers that Granite has made total net
prepayments on top of its 1% annual mandatory payment (of around
$14 million) of $195 million during the 2020-2022 period. According
to the term loan agreement, Granite's cash sweep will step up to
25% if the consolidated first lien net leverage ratio exceeds 3.75x
and further step up to 50% and 75% if the ratio exceeds 4.50x and
5.75x, respectively.
Confimations:
Issuer: Granite Generation, LLC
Corporate Family Rating; Confirmed at B1
Probability of Default Rating; Confirmed at B1-PD
Backed Senior Secured Bank Credit Facility;
Confirmed at B1 (LGD4)
Outlook Actions:
Issuer: Granite Generation, LLC
Outlook, Changed To Negative From Rating Under Review
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
Given the negative outlook, an upgrade of the ratings is unlikely
in the near-term. However, a stable outlook is possible if Granite
is able to report a ratio of CFO pre-W/C (after maintenance costs)
to debt in the high single digits starting in 2024, on a sustained
basis. A stable outlook would also likely be predicated on an
extension of its $100 million revolving credit facility.
Factors that could lead to a downgrade
A downgrade of Granite's rating is possible if its ratio of CFO
pre-W/C (after maintenance costs) to debt falls below 5%, on a
sustained basis. Downward pressure is also possible if lower than
anticipated free cash flow prevents the company from meeting its
capital requirements and making additional voluntary prepayments
under the term loan in 2023 and 2024, increasing refinancing risk.
Failure to extend its revolving credit facility before expiration
or a dividend policy that is detrimental to credit quality,
including a distribution of most of its 2023 free cash flow, could
also result in a downgrade.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
Granite Generation, LLC (Granite) is an independent power producer
with nearly 5 GW of generating capacity. Granite is indirectly
owned by Granite Energy, LLC, (Sponsor) through Granite Generation
Holdings, LLC (Guarantor). LS Power Equity Partners III, LP owns
100% of the Sponsor.
GREEN ENVIRONMENTAL: Seeks to Hire Klemme & Co. as Accountant
-------------------------------------------------------------
Green Environmental Processing, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to hire
Klemme & Co., PC as its accountant.
The Debtor requires an accountant to:
a. participate in meetings, whether in-person or
telephonically, with the Debtor, and its counsel, as requested;
b. prepare or review monthly operating reports and other
schedules, as required by the local rules of the court, and the
United States Trustee's guidelines;
c. audit financial statements and other financial documents in
order to ensure compliance with generally accepted accounting
principles and state law requirements;
d. prepare year-end financial statements;
e. assist the Debtor in the preparation and filing of
outstanding federal, state and local tax returns; and
f. perform any other necessary accounting services.
The accountant will bill $100 per hour for its services.
Leo Klemme, founder of Klemme & Co., 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:
Leo Klemme
Klemme & Co., PC CPA, PFS
428 N 4th St.
Lafayette, IN 47901-1112
Tel: (765) 423-2277
Email: klemme@klemmecpa.com
Green Environmental Processing
Green Environmental Processing, Inc. is a manufacturer of rubber
product in Newton, Ind.
Green Environmental Processing filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind.
Case No. 23-00558) on Feb. 17, 2023, with $100 million to $500
million in assets and $10 million to $50 million in liabilities.
Clifford Garrett, president of Green Environmental Processing,
signed the petition.
Judge James M. Carr oversees the case.
Preeti Gupta, Esq., at the Law Office of Nita Gupta and Klemme &
Co., PC serve as the Debtor's legal counsel and accountant,
respectively.
HAWTHORNE HANGAR: Hits Chapter 11 Bankruptcy Protection
-------------------------------------------------------
Hawthorne Hangar Operations L.P. filed for chapter 11 protection.
The Debtor is the owner of a large airplane hangar facility at
Hawthorne Airport located at 3507 Jack Northrop Avenue, Hawthorne,
CA 90250. It provides hangar space, fuel, maintenance and repairs
for small plane aircraft. Its principal owner is Dan Wolfe, either
directly with his wife or through the Wolfe Family Trust of 1992.
The hangar presently has 3-4 plane owners as its permanent tenants,
5-6 short-term tenants, and averages 6 transient tenants who are
just traveling through from other destinations.
The hangar itself consists of approximately 50,000 square feet.
The hangar is located on a parcel, of which approximately 2.5 acres
of land the Debtor owns, and 1.25 acres upon which it has a
perpetual, non-exclusive easement. The Debtor sells aviation fuel
at the facility.
The hangar real property is valued at between $13 million and $19
million based upon its location, the land it owns, its easement
rights, its "through the fence" agreement and the operations it has
maintained for so many years. The wide disparity in valuations set
forth are based upon the valuation of the through the fence
agreement.
Grand Pacific Financing Corporation claims a first trust deed
encumbrance in the face amount of $7,300,000 upon the hangar
property, and asserts additional amounts totaling about $1,024,000
for unpaid interest, default interest, attorneys' fees and other
charges. The claim of Grand Pacific is disputed by the Debtor and
its principals on the grounds of fraud. The Debtor is informed and
believes that Grand Pacific has contacted tenants of Debtor and
demanded that they pay rents to it.
The Debtor also gave a deed of trust to the Law Office of Mary E.
Gram in the amount of $33,450. It suffered a judgment in favor of
David Wehrly in the amount of approximately $1,300,000, which is on
appeal, but an abstract of judgment was recorded. Steinberg Law
obtained a pre-judgment right to attach order in the amount of
$325,092 which may form the basis of a lien upon the real
property.
The Debtor was ensnared by crooked and unscrupulous "loan brokers"
who arranged for loans which were substantially in excess of the
amounts which the Debtor required or requested. Of the loan made
by Grand Pacific approximately $2.4-million was misappropriated by
"loan brokers" Production Capital, LLC, Kevin Robl and Remington
Chase. The Debtor is informed and believes that Grand Pacific was
a knowing participant in those fraudulent operations.
HHO, Dan Wolfe and the Wolfe Family Trust are the plaintiffs in Los
Angeles Superior Court case briefly entitled HAWTHORNE HANGAR
OPERATIONS, L.P.; DAN WOLFE, an individual; Dan Wolfe, Trustee of
the Wolfe Family Trust of 1992, Plaintiffs, vs. Production Capital,
LLC; Remington Chase; Kevin Robl; Grand Pacific Financing
Corporation, Inc.; Faisal Gill; Gill Law Firm; Paul Salvail; Abid
Raza; Scimitar Capital Partners, LLC; All Persons Unknown, Claiming
Any Legal or Equitable Right, Title, Estate, Lien or Interest in
the Hawthorne Hangar Property or Any Portion of Said Real Property
Described Herein Adverse to Plaintiff's Title or Any Cloud on
Plaintiff's Title Thereto and DOES 1 through 10 inclusive,
Defendants, Case No. 21STCV39700 (hereafter called the "Superior
Court Action").
The gravamen of the complaint is that Production Capital, Remington
Chase, and Kevin Robl pretended to act as loan brokers while
forging documents, changing signature pages on documents, falsely
claiming management and signature authority, ignoring consent
requirements for their action, and ultimately misappropriating over
$1.8-million from the loan proceeds, and burdening Debtor with the
ultimate costs of a loan far greater than expected.
According to court filings, Hawthorne Hangar Operations estimates
between $10 million to $50 million in debt owed to 1 to 49
creditors. The petition states that funds will be available to
unsecured creditors.
About Hawthorne Hangar Operations
Hawthorne Hangar Operations, LP --
https://www.hawthornehangarops.com -- is the owner of a large
airplane hangar facility at Hawthorne Airport located at 3507 Jack
Northrop Avenue, Hawthorne, CA 90250. It provides hangar space,
fuel, maintenance and repairs for small plane aircraft. Its
principal owner is Dan Wolfe, either directly with his wife or
through the Wolfe Family Trust of 1992.
Hawthorne Hangar Operations sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11789) on
March 26, 2023. In the petition signed by Dan Wolfe, general
partner, the Debtor disclosed up to $50 million in both assets and
liabilities.
Richard Baum, Esq., at the Law Offices of Richard T. Baum, is the
Debtor's counsel.
HBL SNF: No Resident Care Concerns, 6th PCO Report Says
-------------------------------------------------------
Joseph Tomaino, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Southern District of New
York a sixth report regarding the quality of patient care provided
at HBL SNF, LLC's nursing facility in White Plains, N.Y.
The report contains the PCO's findings from his visit to the White
Plains facility on February 10 and March 10, during which he toured
the facility and interviewed several patients, staff, and
administration.
According to the report, the PCO observed the following during his
visit: (i) good sanitation at the short-term resident care units;
(ii) well-maintained equipment; and (iii) staff being actively
engaged with residents.
The facility administrator reported no issues meeting payroll or
operating related financial obligations. He said that the
bankruptcy continues to have no effect at all on the facility and
is related to a landlord/financing dispute. The facility continues
to have some vacant beds, like other facilities in the area.
On February 14, 2023, the PCO received a call from a vendor and
creditor, who received our ombudsman report, and had questions
regarding the bankruptcy. The caller said that the Client is
current and paying invoices, however the caller has past amounts
due from prior to the bankruptcy filing. The PCO advised the caller
that he should refer to his attorney for issues on collectability
of old debt, and to recontact the PCO should payment of current
amounts becomes problematic and potentially interferes with his
ability to provide services.
The PCO noted that there appears to be no difficulty currently
meeting payroll obligations, nor with obtaining supplies,
medications, vendor services, etc. There are no reported or
observable staffing, medical records, or quality of care issues.
The debtor and management have been cooperative, and communication
with the PCO appears to be transparent.
A copy of the sixth ombudsman report is available for free at
https://bit.ly/3M8VmhS from Omni Agent Solutions, claims agent.
About HBL SNF
HBL SNF, LLC, doing business as Epic Rehabilitation and Nursing at
White Plains, operates a 160-bedroom skilled nursing and
rehabilitation facility located at 120 Church St., White Plains,
N.Y. The facility, which opened in late 2019, provides an array of
healthcare services, including neurological, respiratory,
orthopedic, occupational, psychiatric, and many other medical and
rehabilitative services.
HBL SNF filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-22623) on Nov. 1,
2021, listing $9,131,311 in total assets and $20,128,876 in total
liabilities. Heidi J Sorvino, Esq., at White and Williams, LLP
serves as Subchapter V trustee.
Judge Sean H. Lane oversees the case.
The Debtor tapped Klestadt Winters Jureller Southard & Stevens, LLP
as bankruptcy counsel; Michelman & Robinson, LLP as special
litigation counsel; and HMM CPAs, LLP as accountant.
Joseph J. Tomaino, the patient care ombudsman appointed in the
case, is represented by SilvermanAcampora, LLP.
HOUSTON AMERICAN: Incurs $744K Net Loss in 2022
-----------------------------------------------
Houston American Energy Corp. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $744,279 on $1.64 million of revenues for the year ended
Dec. 31, 2022, compared to a net loss of $1.02 million on $1.33
million of revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $11.73 million in total
assets, $414,309 in total liabilities, and $11.32 million in total
shareholders' equity.
"The Company has incurred continuing losses since 2011, including a
loss of $744,279 for the year ended December 31, 2022. As a result
of the steep global economic slowdown that began in March 2020 as
the coronavirus pandemic ("COVID-19") spread, oil and gas demand
and prices realized from oil and gas sales declined sharply. While
the COVID-19 crisis has subsided and the global economy and oil and
gas prices have recovered, future spikes in COVID-19 infection
rates could result in declines in global economic activity and oil
and gas prices. Any such future declines in prices would adversely
affect the Company's revenues and profitability."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1156041/000149315223010237/form10-k.htm
About Houston American Energy
Based in Houston, Texas, Houston American Energy Corp. is an
independent oil and gas company focused on the development,
exploration, exploitation, acquisition, and production of natural
gas and crude oil properties. The Company's principal properties,
and operations are in the U.S. Permian Basin. Additionally, it has
properties in the U.S. Gulf Coast region, particularly Texas and
Louisiana, and in the South American country of Colombia.
Houston American reported a net loss of $4.04 million for the year
ended Dec. 31, 2020, and a net loss of $2.51 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $10.35
million in total assets, $385,410 in total liabilities, and $9.96
million in total shareholders' equity.
HOUSTON AMERICAN: To Hold Annual Stockholders Meeting on June 27
----------------------------------------------------------------
Houston American Energy Corp. has scheduled its 2023 annual
stockholders meeting on June 27, 2023.
The Company has set the close of business on April 10, 2023 as the
deadline for receipt of any stockholder proposals for inclusion in
the proxy materials to be distributed in connection with the 2023
Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, which the Company believes to be a reasonable time
before it expects to begin to print and distribute its proxy
materials for the 2023 Annual Meeting.
In addition, pursuant to the Company's bylaws, stockholders who
wish to bring business before the 2023 Annual Meeting outside of
Rule 14a-8 under the Exchange Act or to nominate a person for
election as a director must ensure that written notice of such
proposal or nomination (including all of the information specified
in the Bylaw) is received by the Company no later than the close of
business on April 10, 2023.
Any proposals of stockholders, as described above, should be sent
to the Company's corporate secretary at its corporate headquarters
located at 801 Travis Street, Suite 1425, Houston, Texas 77002, for
receipt no later than the close of business on April 10, 2023.
About Houston American Energy
Based in Houston, Texas, Houston American Energy Corp. is an
independent oil and gas company focused on the development,
exploration, exploitation, acquisition, and production of natural
gas and crude oil properties. The Company's principal properties,
and operations are in the U.S. Permian Basin. Additionally, it has
properties in the U.S. Gulf Coast region, particularly Texas and
Louisiana, and in the South American country of Colombia.
Houston American reported a net loss of $1.02 million for the year
ended Dec. 31, 2021, a net loss of $4.04 million for the year ended
Dec. 31, 2020, and a net loss of $2.51 million for the year ended
Dec. 31, 2019. As of Sept. 30, 2022, the Company had $10.35
million in total assets, $385,410 in total liabilities, and $9.96
million in total shareholders' equity.
INMET MINING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Inmet Mining, LLC
144 E. Marketplace Blvd.
Knoxville, TN 37922
Business Description: Inmet is part of the coal mining industry.
Chapter 11 Petition Date: April 5, 2023
Court: United States Bankruptcy Court
Eastern District of Kentucky
Case No.: 23-70113
Judge: Hon. Gregory R. Schaaf
Debtor's Counsel: Jeffrey Phillips, Esq.
STEPTOE & JOHNSON PLLC
100 W. Main St. Suite 400
Lexington KY 40507
Tel: 859-219-8210
Email: jeff.phillips@steptoe-johnson.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Jeffrey Strobel as chief restructuring
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/W2EIH6Y/Inmet_Mining_LLC__kyebke-23-70113__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Blackjewel Liquidation Trust Unpaid Scheduled $15,638,355
999 17th Street Payments
Suite 700
Denver, CO, 80202
2. Cumberland Surety, Inc. $3,722,407
200 N. Upper Street
Lexington, KY, 40507
3. Penn Virginia Operating Co, LLC $2,789,139
Seven Sheridan Square
Suite 400
Kingsport, TN, 37660
4. NRP, LLC $1,715,401
5260 Irwin Road
Huntington, WV, 25705
Tel: 304-522-5700
5. Caterpillar Financial Service $1,307,248
PO Box 730681
Dallas, TX, 75373
Tel: 800-651-0567
6. Kentucky Department of Revenue $944,109
P O Box 491
Frankfort, KY, 40619
7. Pinnacle Financial Paycheck $844,195
Partners Bank Protection
150 Third Avenue South Program
Suite 900
Nashville, TN, 37201
8. Phillips Global, Inc. $582,935
367 George St
Beckley, WV, 25801
Tel: 304-658-5201
9. US Department of Labor $550,000
10. Combs Equipment Group, LLC $325,000
PO Box 573
Pineville, KY, 40977
11. BCBS of Tennessee $269,423
Group Receipts Dept
PO Box 6539
Carol Stream, IL, 60197
Tel: (888) 924-2271
12. Newbridge Services Inc. $168,941
200 N. Upper Street
Lexington, KY, 40507
13. Obadiah Contracting & Excavation, LLC $149,280
459 Raleigh Drive
Partridge, KY, 40862
14. Kopper Glo Mining LLC $97,651
144 E. Marketplace Blvd.
Knoxville, TN, 37922
15. Shaw Heavy Equipment $83,118
404 East Fourth Street
Sparta, IL, 6228
Tel: 618-443-6560
16. Blue Tarpon Capital, LLC $62,883
1415 Louisiana Street STE 2400
Houston, KY, 77002
17. Aquatic Resources Managment, LLC $33,045
2554 Palumbo Drive
Lexington, KY, 40509
18. United Industrial Services. Inc. $32,048
PO Box D
1010 Spruce Street
Rich Creek, VA, 24147
Tel: 540-726-9512
19. Jones Oil Company, Inc. $32,036
PO Box 3427
Pikeville, KY, 41502
20. GardaWorld Security Services $20,726
PO Box 843886
Kansas City, MO, 64184
INSPIREMD INC: Incurs $18.5 Million Net Loss in 2022
----------------------------------------------------
InspireMD, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$18.49 million on $5.17 million of revenues for the year ended Dec.
31, 2022, compared to a net loss of $14.92 million on $4.49 million
of revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $24.65 million in total
assets, $7.26 million in total liabilities, and $17.39 million in
total equity.
Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has suffered
recurring losses from operations and cash outflows from operating
activities that raise substantial doubt about its ability to
continue as a going concern.
Management Commentary
Marvin Slosman, CEO of InspireMD, commented: "We are very pleased
to have resumed shipments of CGuard to our major European markets
under the existing MDD framework as we await final approval and CE
Mark recertification under MDR. While revenues in Q4 of 2022 and
Q1 of 2023 were impacted by the temporary lapse of our CE Mark, our
team did an outstanding job converting backlog to revenue, and we
anticipate that the remaining backlog will be shipped over the next
two quarters."
"Our U.S. IDE trial continues to progress, and now has 20 sites
enrolling patients. We anticipate having the trial fully enrolled
by approximately the end of the second quarter, a critical step
forward in our goal to gain eventual marketing approval of CGuard
EPS in the U.S."
"With the expectation of potentially obtaining CE Mark
recertification under MDR in the next few weeks, we plan to work
tirelessly to continue to gain share in our key European
territories, further driven by conversion of existing endovascular
carotid procedures to CGuard from other stent systems, and the
potential introduction of two new delivery systems, our SwitchGuard
Trans Carotid (TCAR) and CGuard Prime Transfemoral (TFEM)
platforms, later this year, subject to regulatory approval. I
believe we are well positioned for continued success as we progress
through 2023," Mr. Slosman concluded.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1433607/000149315223009598/form10-k.htm
About InspireMD
Headquartered in Tel Aviv, Israel, InspireMD, Inc. --
http://www.inspiremd.com-- is a medical device company focusing on
the development and commercialization of its proprietary MicroNet
stent platform technology for the treatment of complex vascular and
coronary disease. A stent is an expandable "scaffold-like" device,
usually constructed of a metallic material, that is inserted into
an artery to expand the inside passage and improve blood flow. Its
MicroNet, a micron mesh sleeve, is wrapped over a stent to provide
embolic protection in stenting procedures.
J.JILL INC: Posts $42.2 Million Net Income in FY Ended Jan. 28
--------------------------------------------------------------
J.Jill, Inc. has filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing net income and total
comprehensive income of $42.17 million on $615.27 million of net
sales for the fiscal year ended Jan. 28, 2023, compared to a net
loss and total comprehensive loss of $28.14 million on $585.21
million of net sales for the fiscal year ended Jan. 29, 2022.
As of Jan. 28, 2023, the Company had $466.42 million in total
assets, $466.64 million in total liabilities, and a total
shareholders' deficit of $219,000.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1687932/000095017023010910/jill-20230128.htm
About J.Jill Inc.
J.Jill -- http://investors.jjill.com-- is an omnichannel retailer
and nationally recognized women's apparel. J.Jill operates 261
stores nationwide and an e-commerce platform. J.Jill is
headquartered outside Boston.
* * *
This concludes the Troubled Company Reporter's coverage of J.Jill
Inc. until facts and circumstances, if any, emerge that demonstrate
financial or operational strain or difficulty at a level sufficient
to warrant renewed coverage.
JILL ACQUISITION: S&P Upgrades ICR to 'B', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its rating on specialty retailer Jill
Acquisition LLC (J.Jill) to 'B' from 'B-' because of its
performance and improved leverage.
S&P assigned its 'B' issue-level and '3' recovery ratings to the
company's proposed first-lien term loan due in 2028.
The stable outlook reflects S&P's expectation of sustained higher
profitability and relatively low leverage over the next 12 months,
which will provide J.Jill with cushion amid a more challenging
macroeconomic environment.
The upgrade reflects J.Jill's improved credit metrics, supported by
higher profitability and proposed refinancing. J.Jill sustained
performance improvements through its fiscal 2022, including
positive comparable sales of 6.5% and an increase of 120 basis
points (bps) in gross margin which lead to preliminary S&P Global
Ratings-adjusted EBITDA margins at about 24%. S&P said, "We
attribute the company's ongoing better performance to management's
solid execution of operating initiatives. J.Jill reduced the
complexity of its operating model and optimized its stock-keeping
units and overall promotional rate. While we expect operating
momentum to slow in 2023 amid increasing industry and macroeconomic
headwinds, we anticipate normalized run-rate EBITDA margins
significantly above 2019 levels due to our expectation for more
stable operating margins. Accordingly, we revised our comparable
ratings analysis modifier to neutral from negative. The company's
material improvement in profitability leads to S&P Global
Ratings-adjusted leverage in the mid-2x area, down from 2.9x in the
prior-year period. Pro forma for the transaction, in which J.Jill
will repay its existing $200 million priming loan and $15 million
subordinated facility, we forecast adjusted leverage sustained in
the low- to mid-2x area. While the transaction reduces funded debt
in the capital structure, our forecast for leverage sustained at
about current levels incorporates our expectation for a modest
contraction in profitability over the next 12 months, driven by an
increasingly competitive and promotional retail environment."
S&P said, "We think the company's majority ownership by private
equity sponsor TowerBrook Capital Partners L.P. reflects the
potential for a less conservative financial policy. TowerBrook
continues to hold significant ownership of more than 50%, which
weighs on our assessment of J.Jill's financial risk profile. We now
forecast annual free operation cash flow (FOCF) of $40 million-$60
million as a result of the company's stronger full-price selling
and expense management. Although we expect J.Jill to reinvest
excess cash into the business to support growth, including through
new store openings and important information technology
investments, we believe there is risk of a more aggressive
financial policy."
A weakening macroeconomic environment, high inflation, and dampened
consumer spending pose a risk to the company's performance. S&P
said, "J.Jill's vulnerable business risk profile reflects the
discretionary nature of its products, highly competitive apparel
retail landscape, and our view that the company relies heavily on
favorable business conditions. Apparel purchases are highly
discretionary, and we think retailer performance remains vulnerable
to softening macroeconomic conditions next year. (S&P Global
Ratings' economists forecast a shallow recession in 2023.) In
addition, the company has historically experienced unforeseen
volatility because of merchandising missteps and/or an unfavorable
operating environment. We note that the company's recent
performance improvements, positive FOCF prospects, and relatively
low leverage provide some capacity to absorb near-term operating
volatility."
S&P said, "The stable outlook reflects our expectation that J.Jill
will maintain adjusted EBITDA margins well above 2019 levels even
in less favorable operating conditions, leading to moderately
positive FOCF and adjusted leverage in the low- to mid-2x area.
"We could lower the rating if the company's liquidity position
deteriorates, including an inability to extend the maturity date of
its asset-backed lending (ABL) facility before it becomes current
in November. We could also lower the rating if J.Jill sustains
leverage at or above the mid-3x area with minimal FOCF." This could
occur if:
-- EBITDA margins contract more than 500 bps due to operational
setbacks, in combination with inflationary or increasing
competitive pressures, leading to higher promotional activity; or
-- The company adopts a more aggressive financial policy.
Although unlikely over the near term, we could raise the rating
if:
-- J.Jill builds on its track record of good performance,
including through stable revenue growth and adjusted EBITDA margins
in the low-20% area;
-- The company meaningfully expands its scale and breadth of
operations so that it reduces the risk of profit volatility in
pressured macroeconomic and operating environments; and
-- S&P Global Ratings-adjusted leverage remains in the 4x area or
lower and S&P does not anticipate leveraging transactions.
ESG credit indicators: E-2, S-2, G-2
JIM'S ALL SEASONS: Case Summary & 17 Unsecured Creditors
--------------------------------------------------------
Debtor: Jim's All Seasons LLC
5100 Pearl Rd
Unit S2
Cleveland, OH 44129
Business Description: The Debtor provides tree care services.
Chapter 11 Petition Date: April 6, 2023
Court: United States Bankruptcy Court
Northern District of Ohio
Case No.: 23-11101
Judge: Hon. Jessica E. Price Smith
Debtor's Counsel: Glenn E. Forbes, Esq.
FORBES LAW LLC
166 Main Street
Painesville, OH 44077
Tel: 440-739-6211
Email: bankruptcy@geflaw.net
Total Assets: $286,000
Total Liabilities: $1,237,922
The petition was signed by James Chapman as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/F3FM5NA/Jims_All_Seasons_LLC__ohnbke-23-11101__0001.0.pdf?mcid=tGE4TAMA
KAYA HOLDINGS: Delays Filing of 2022 Annual Report
--------------------------------------------------
Kaya Holdings, Inc. filed with the Securities and Exchange
Commission a Form 12b-25 with respect to its Annual Report on Form
10-K for the year ended Dec. 31, 2022.
The Company said it requires additional time to complete the
preparation of its financial statements for the year ended Dec0 31,
2022, have them properly certified by the executive officers and
have them reviewed by its independent auditors. The Registrant will
file the Form 10-K by the 15th calendar day following the required
filing date, as prescribed in Rule 12b-25.
About Kaya Holdings
Kaya Holdings, Inc. -- http://www.kayaholdings.com-- is a
vertically integrated legal marijuana enterprise that produces,
distributes, and/or sells a full range of premium cannabis products
including flower, oils, vape cartridges and cannabis infused
confections, baked goods and beverages through a fully integrated
group of subsidiaries and companies supporting highly distinctive
brands.
Kaya Holdings reported net income of $9.39 million for the 12
months ended Dec. 31, 2021, compared to a net loss of $12.30
million for the 12 months ended Dec. 31, 2020. As of Sept. 30,
2022, the Company had $961,522 in total assets, $20.83 million in
total liabilities, and a total stockholders' deficit of $19.87
million.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 18, 2022, citing that the Company has suffered net losses
from operations and has a net capital deficiency, which raises
substantial doubt about its ability to continue as a going concern.
LUCIRA HEALTH: Bidding Procedures for Sale of All Assets Approved
-----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware authorized Lucira Health, Inc.'s bidding procedures in
connection with the auction sale of substantially all assets.
The Debtor and Donlin, Recano & Co., Inc., its proposed claims and
noticing agent, are authorized to take all actions necessary or
appropriate to implement the Bidding Procedures.
The Debtor is authorized to (a) designate the Stalking Horse
Bidder, (b) enter into the Stalking Horse APA in accordance with
the Bidding Procedures, and (c) agree to any breakup fee and/or
expense reimbursement subject to further Court approval, in each
case at any time prior to the Stalking Horse Supplement Deadline
and in accordance with the Bidding Procedures.
If the Debtor designates a Stalking Horse Bidder and enters into
the Stalking Horse APA by March 27, 2023, at 4:00 p.m. (ET), it
will file a Stalking Horse Supplement seeking approval of the same,
with notice to the Stalking Horse Notice Parties. The Stalking
Horse Objection Deadline is no later than four business days after
the service of the Stalking Horse Supplement.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: April 3, 2023, at 5:00 p.m. (ET). The Debtor
will inform Qualified Bidders that their Bids have been designated
as Qualified Bids no later than April 4, 2023, at 6:00 p.m. (ET).
b. Deposit: 10% of the cash consideration of the Bid
c. Auction: The Auction will take place on April 5, 2023,
starting at 10:00 a.m. (ET) at the offices of Cooley LLP, 1299
Pennsylvania Ave, NW, Suite 700, Washington, DC 20004 or, if
determined by the Debtor to be necessary or convenient, via
teleconference and/or videoconference.
d. Bid Increments: Each Subsequent Bid at the Auction will
provide additional net value to the estate over the Starting Bid or
the Leading Bid in an amount equal to or greater than the
Incremental Overbid Amount.
e. Sale Hearing: April 13, 2023, at 2:00 p.m. (ET)
f. Sale Objection Deadline: April 6, 2023, at 4:00 p.m. (ET)
g. Closing: April 20, 2023
Within three business days of the entry of the Order, the Debtor
will file an Assumption and Assignment Notice. The Cure Objection
Deadline is 4:00 p.m. (ET), 14 calendar days from the date of
service of the Assumption and Assignment Notice.
Notwithstanding any applicability of Bankruptcy Rule 6004(h),
6006(d), 7052 or 9014, the Order will be immediately effective and
enforceable upon its entry. All time periods set forth in the
Order will be calculated in accordance with Bankruptcy Rule
9006(a).
A copy of the Bidding Procedures is available at
https://tinyurl.com/pm3b7x48 from PacerMonitor.com free of charge.
About Lucira Health
Founded in 2013, Lucira is a medical technology company focused on
the development and commercialization of transformative and
innovative infectious disease test kits.
Lucira Health filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on
Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets
of $145,897,301 and total debt of $84,720,814.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as legal counsels; Armanino, LLP as financial advisor; and
Donlin, Recano & Company, Inc. as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Brya Michele Keilson,
Esq.
LUCIRA HEALTH: Committee Taps Dundon Advisers as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of Lucira Health,
Inc. seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Dundon Advisers, LLC as its financial advisor.
The committee requires a financial advisor to:
-- assist in the analysis, review, and monitoring of the
restructuring process, including, but not limited to, an assessment
of the unsecured claims pool and potential recoveries for unsecured
creditors;
-- develop a complete understanding of the Debtors' businesses
and their valuations;
-- determine whether there are viable alternative paths for the
disposition of the Debtors' assets from those being currently
proposed by the Debtors;
-- monitor and, to the extent appropriate, assist the Debtors
in efforts to develop and solicit transactions, which would support
unsecured creditor recovery;
-- assist the committee in identifying, valuing and pursuing
estate causes of action, including, but not limited to, relating to
pre-bankruptcy transactions, control person liability and lender
liability;
-- assist the committee to analyze, classify and address claims
against the Debtors and to participate effectively in any effort in
these Chapter 11 cases to estimate (in any formal or informal
sense) contingent, unliquidated and disputed claims;
-- assist the committee to identify, preserve, value and
monetize tax assets of the Debtors, if any;
-- advise the committee in negotiations with the Debtors and
certain of the Debtors' lenders and third parties;
-- assist the committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, cash budgets and
monthly operating reports;
-- assist the committee in reviewing the Debtors' cost/benefit
analysis with respect to the assumption or rejection of various
executory contracts and leases;
-- review and provide analysis of the present and any
subsequent proposed debtor-in-possession financing or use of cash
collateral;
-- assist the committee in evaluating and analyzing avoidance
actions, including fraudulent conveyances and preferential
transfers;
-- review and provide analysis of the present and any
subsequent proposed disclosure statement and Chapter 11 plan and,
if appropriate, assist the committee in developing an alternative
Chapter 11 plan;
-- attend meetings and assist in discussions with the
committee, the Debtors, the secured lenders, the U.S. trustee and
other parties in interest and professionals;
-- present at meetings of the committee as well as meetings
with other key stakeholders and parties;
-- perform other advisory services for the committee; and
-- provide testimony as and when may be deemed appropriate.
Dundon Advisers professionals will be billed as follows:
Principals $850 per hour
Managing Directors $760 per hour
Senior Advisers $760 per hour
Senior Directors $700 per hour
Directors $625 per hour
Associate Directors $550 per hour
Senior Associates $475 per hour
Associates $370 per hour
Matthew Dundon, a principal at Dundon Advisers, 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:
Matthew Dundon
Dundon Advisers, LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Telephone: (917) 838-1930
Email: md@dundon.com
About Lucira Health
Founded in 2013, Lucira is a medical technology company focused on
the development and commercialization of transformative and
innovative infectious disease test kits.
Lucira Health filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on
Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets
of $145,897,301 and total debt of $84,720,814.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as legal counsels; Armanino, LLP as financial advisor; and
Donlin, Recano & Company, Inc. as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee tapped Lowenstein Sandler, LLP as bankruptcy
counsel; Morris James, LLP as Delaware counsel; and Dundon
Advisers, LLC as financial advisor.
LUCIRA HEALTH: Committee Taps Lowenstein Sandler as Lead Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Lucira Health,
Inc. seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Lowenstein Sandler, LLP as its lead bankruptcy
counsel.
The firm's services include:
(a) advising the committee with respect to its rights, duties
and powers in the Debtor's Chapter 11 case;
(b) assisting and advising the committee in its consultations
with the Debtor relative to the administration of the Chapter 11
case;
(c) assisting the committee in analyzing the claims of
creditors and the Debtor's 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 Debtor
and of the operation of the Debtor's business;
(e) assisting the committee in analyzing the Debtor's
pre-bankruptcy financing, proposed use of cash collateral, proposed
debtor-in-possession financing, and the adequacy of the proposed
budget;
(f) assisting the committee in its investigation of the liens
and claims of the holders of the Debtor's pre-bankruptcy 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 Debtor 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 Debtor 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 case;
(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 case, including without
limitation, the preparation of retention papers and fee
applications for the committee's professionals, including
Lowenstein;
(l) preparing any pleadings, including without limitation,
motions, memoranda, complaints, adversary complaints, objections,
or comments in connection with any of the foregoing; and
(m) other necessary legal services.
Lowenstein'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
The firm has agreed to discount its partner rates by 10 percent.
In addition, the firm will seek reimbursement for expenses
incurred.
Jordana Renert, Esq., a partner at Lowenstein, 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 response to the request for additional information contained in
paragraph D.1. of the U.S. Trustee Guideline, Lowenstein disclosed
the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: Yes. Lowenstein 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 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: The committee has reviewed Lowenstein's proposed hourly
billing rates, budget and staffing plan. In accordance with the
U.S. Trustee Guidelines, the budget may be amended as necessary to
reflect changed or unanticipated developments in the Chapter 11
case.
Lowenstein can be reached through:
Jordana L. Renert, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: +1 212-419-5868
Fax: +1 973-597-2400
Email: jrenert@lowenstein.com
About Lucira Health
Founded in 2013, Lucira is a medical technology company focused on
the development and commercialization of transformative and
innovative infectious disease test kits.
Lucira Health filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on
Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets
of $145,897,301 and total debt of $84,720,814.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as legal counsels; Armanino, LLP as financial advisor; and
Donlin, Recano & Company, Inc. as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee tapped Lowenstein Sandler, LLP as bankruptcy
counsel; Morris James, LLP as Delaware counsel; and Dundon
Advisers, LLC as financial advisor.
LUCIRA HEALTH: Committee Taps Morris James as Delaware Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Lucira Health,
Inc. seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Morris James, LLP as its Delaware counsel.
The firm's services include:
a. providing legal advice and assistance to the committee in
its consultations with the Debtor relative to the administration of
the Debtor's reorganization;
b. reviewing and analyzing all applications, motions, orders,
statements of operations and schedules filed with the court by the
Debtors or third parties, advising the committee as to their
propriety and, after consultation with the committee, taking
appropriate action;
c. preparing legal papers;
d. representing the committee at hearings held before the
court and communicating with the committee regarding the issues
raised as well as the decisions of the court; and
e. other necessary legal services.
The firm will charge these hourly fees:
Eric J. Monzo, Partner $795
Brya M. Keilson, Partner $750
Jason S. Levin, Associate $450
Stephanie Lisko, Paralegal $350
Douglas J. Depta, Paralegal $350
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Morris
James disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the committee retained Morris James on March 10 and the
billing rates for the period prior to the filing of the Debtor's
application to employ the firm are the same as indicated in the
application; and
-- Morris James anticipates filing a budget at the time it
files its interim fee applications, and any such budget it may file
will be prior approved by the committee.
Eric Monzo, Esq., a partner at Morris James, 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:
Eric J. Monzo, Esq.
Morris James, LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Tel: 302-888-5848
Fax: 302-571-1750
Email: emonzo@morrisjames.com
About Lucira Health
Founded in 2013, Lucira is a medical technology company focused on
the development and commercialization of transformative and
innovative infectious disease test kits.
Lucira Health filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on
Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets
of $145,897,301 and total debt of $84,720,814.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as legal counsels; Armanino, LLP as financial advisor; and
Donlin, Recano & Company, Inc. as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee tapped Lowenstein Sandler, LLP as bankruptcy
counsel; Morris James, LLP as Delaware counsel; and Dundon
Advisers, LLC as financial advisor.
MADISON CLINIC: Bankr. Administrator Appoints Gregory Watson as PCO
-------------------------------------------------------------------
J. Thomas Corbett, the United States Bankruptcy Administrator for
the Northern District of Alabama, appointed Gregory Watson as
patient care ombudsman for the Madison Clinic for Applied Behavior
Analysis, LLC, doing business as The Madison Behavior Therapy
Foundation.
The appointment was made pursuant to the court's order dated March
15 directing the appointment of a patient care ombudsman for
Madison Clinic.
The ombudsman may be reached at:
Gregory Watson, CEO
FULL LIFE Ventures, LLC
2000 Richard Jones Road, Suite 260
Nashville, TN 37215
Telephone: (615) 260-2808
Email: gregory@fulllifehormone.com
About The Madison Clinic for Applied
Behavior Analysis
The Madison Clinic for Applied Behavior Analysis, LLC sought
protection for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ala. Case No. 22-80259) on Feb. 14, 2023, with $50,000
in assets and $500,001 to $1 million in liabilities. Judge Clifton
R. Jessup Jr. oversees the case.
Stuart M. Maples, Esq., at Maples Law Firm, PC represents the
Debtor as counsel.
MARINER HEALTH: PCO Reports Resident Care Complaints
----------------------------------------------------
Blanca E. Castro, patient care ombudsman for Mariner Health
Central, Inc. and its affiliates, filed with the U.S. Bankruptcy
Court for the Northern District of California a report regarding
the quality of patient care provided at Parkview Healthcare
Center.
On February 23, the PCO and the local LTC Ombudsman representatives
were informed about their motion for approval of procedures for the
sale of the Parkview facility which raised concerns as to the
impact this would have on the residents in Parkview. The PCO and
the local LTC Ombudsman representatives were assured by Debtor's
counsel that resident care would continue to be a top priority, and
that staffing would not be impacted.
On January 18, the treating physician at San Leandro Hospital filed
a Suspected Dependent Adult Elder Abuse Report to the California
Department of Social Services, CA Department of Public Health, and
the Local LTC Ombudsman Program – Severe Neglect, Inadequate care
by facility staff resulting in serious bodily injury to a patient
who is elderly, mentally, and physically disabled.
The PCO reported that resident complained that she is not fed
adequately. She indicated that her chart states she is vegetarian,
she has missed 9-10 meals due to inadequate meals. Resident
reported that the facility just had a new thermostat installed and
that the temperature never gets above 40 degrees at night, and they
don't turn on the heat.
Moreover, resident's partner and Power of Attorney reported a Care
and Planning complaint. Complainant would like the resident (male)
transferred to San Francisco, closer to where she resides for her
care. Resident's partner reported concerns about physical therapy,
speech, and occupational therapy for her partner (resident).
Resident's partner has concerns and reported that her partner has a
rash that needs to be treated.
The PCO noted that social worker reported safety concerns on the
night the resident was admitted to Parkview Healthcare Center. He
was admitted on December 12, 2022 and he was disconnected from his
oxygen for about 10 hours.
A copy of the Ombudsman Report is available for free at
https://bit.ly/3nD49yn from Kurtzman Carson Consultants, LLC,
claims agent.
About Mariner Health Central
Atlanta-based Mariner Health Central, Inc. provides administrative,
clinic and operational support services to skilled nursing
facilities, including the 121-bed facility operated by Parkview
Operating Company, LP.
Mariner and its affiliates, Parkview Operating Company and Parkview
Holding Company GP, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The
cases were transferred to the U.S. Bankruptcy Court for the
Northern District of California (Bankr. D. Del. Lead Case No. 22
41079) on Oct. 25, 2022.
The Debtors estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.
Judge William J. Lafferty oversees the cases.
The Debtors tapped Raines Feldman, LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware
counsel; and SierraConstellation Partners, LLC as restructuring
advisor. Lawrence Perkins, chief executive officer of
SierraConstellation, serves as the Debtors' chief restructuring
officer. Kurtzman Carson Consultants, LLC is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Robinson & Cole, LLP.
MATADOR RESOURCES: Moody's Rates New $400MM Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Matador Resources
Company's proposed $400 million senior unsecured notes due 2028.
Matador's other ratings, including its Ba3 Corporate Family Rating,
and stable outlook were unchanged.
Net proceeds from this debt offering will be used for general
corporate purposes.
"This transaction will provide incremental liquidity cushion in
funding the Advance Energy (unrated) acquisition and managing the
substantially higher 2023 capital spending program," said Sajjad
Alam, Moody's Vice President.
Assignments:
Issuer: Matador Resources Company
Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5)
LGD Adjustments:
Senior Unsecured Regular Bond/Debenture, Adjusted to (LGD5)
from (LGD4)
RATINGS RATIONALE
Matador's new notes will rank pari passu with the existing 5.875%
senior unsecured notes due 2026 and hence have the same B1 rating.
The unsecured notes are rated one notch below the Ba3 CFR,
reflecting the substantial size of the secured revolving credit
facility, which has a priority claim to Matador's assets over the
notes. The $1.25 billion revolver is secured by substantially all
of Matador's oil and gas reserves.
Matador will continue to have good liquidity, which is reflected in
the SGL-2 rating. The upsizing of the revolver commitment to $1.25
billion from $775 million in March 2023 combined with the notes
proceeds will help comfortably cover the Advance Energy
acquisition, which was announced in January and is expected to
close in early second quarter 2023. Matador had $505 million of
unrestricted cash and no borrowings outstanding on the revolver at
the end of 2022. Moody's expects significant free cash flow
generation in 2023 even if WTI crude price averages $60/bbl during
the year.
Matador's Ba3 CFR is supported by the company's significant acreage
and reserves in the prolific and liquids-rich areas of the Delaware
Basin; an excellent track record of organic production and reserves
growth; relatively low break-even costs; and Moody's expectation of
significant free cash flow generation and low leverage through 2024
in a healthy oil and gas price environment. The company's steady
improvements in capital efficiency and the Advance Energy
acquisition should make its operations more resilient to low oil
prices. The credit profile is restrained by Matador's somewhat
limited scale relative to higher rated E&P companies; high
geographic concentration; sizeable undeveloped reserves that will
require significant future investments, and meaningful exposure to
federal land leases in New Mexico that could face potential
permitting and drilling restrictions in the future. The credit
profile also considers Matador's controlling interest in the San
Mateo Midstream, LLC joint venture that has provided an increasing
level of midstream and cash flow support, but which also adds debt
to its consolidated metrics slightly weakening the company's
consolidated leverage ratios.
The stable outlook reflects Moody's expectation that the company
will generate significant free cash flow, grow production and
reduce debt following the Advance Energy acquisition through 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Matador's ratings could be upgraded if the company can grow
production and reserves in a capital efficient manner while
generating consistent free cash flow and maintaining low debt
level. Moody's could upgrade the CFR if the company can sustain the
RCF/debt ratio above 40% in a low commodity price environment. The
CFR could be downgraded if RCF/debt declines below 30%, the company
makes any further material debt funded acquisitions or
distributions, or if the ability to drill and develop Matador's
federal acreage becomes materially restricted.
Matador Resources Company is a Dallas, Texas based publicly-traded
independent exploration and production company with primary
operations in the Delaware Basin in New Mexico and West Texas.
The principal methodology used in this rating was Independent
Exploration and Production published in December 2022.
MAZEL ON DEL: Files for Chapter 11 to Stop Foreclosure
------------------------------------------------------
Mazel On Del LLC filed for Chapter 11 protection in the Eastern
District of New York.
The Debtor owns the property at 2763 Main Street, Buffalo, New
York.
According to court filings, Mazel On Del LLC estimates between $1
million and $10 million in debt owed to 1 to 49 creditors. The
petition states that funds will not be available to unsecured
creditors.
Just a week after the bankruptcy filing, U.S. Bank National
Association, as Trustee for the Registered Holders of J.P. Morgan
Chase Commercial Mortgage Securities Corp. Multifamily Mortgage
Pass-Through Certificates, Series 2019-SB58, filed a motion to
dismiss the Chapter 11 case.
U.S. Bank National Association is the current owner and holder of a
certain New York Consolidated, Amended and Restated Note, executed
by Debtor on August 28, 2018, in the original principal amount of
$1,830,000.
Prior to the filing of the Debtor's petition, the Debtor defaulted
under the Note by failing to make payments due and owing to Lender
thereunder. As a result, Lender commenced a foreclosure action
against Debtor and its owner -- Benjamin Friedman -- who is also a
guarantor on the mortgage loan evidenced by the Note (hereinafter
"Guarantor"), in the United States District Court for the Western
District of New York, Case No. 1:22-cv-00602-LJV (the "Foreclosure
Action").
On March 14, 2023, due to the court’s determination that an event
of default had occurred under the Note and Lender would be entitled
to foreclosure, an order was entered in the Foreclosure Action
appointing Ian Lagowitz of Trigild IVL as receiver to take
possession of and preserve the Property pending consummation of the
foreclosure.
"Instead of complying with the receiver order and allowing the
receiver access to the Property, Guarantor filed a pro se
bankruptcy petition on behalf of Borrower. The Debtor cannot
appear in this action without counsel. Debtor’s counsel in the
Foreclosure Action, Jeremy Rosenberg, has advised Lender in
out-of-court correspondence that he does not represent Debtor in
this bankruptcy. The Petition is signed by Guarantor only and the
"Signature of Attorney" section is unsigned," the Lender tells the
Court.
"This is a quintessential bad-faith filing, and this case should be
promptly dismissed. This case was filed merely to delay and
frustrate Lender’s legitimate efforts to recover the amounts owed
under the Note in the Foreclosure Action. All of the Debtor’s
property is subject to Lender's mortgage lien, and Debtor has no
hope of confirming a plan of reorganization. This is a classic
two-party dispute between a mortgage lender and a borrower, which
should be resolved in the Foreclosure Action. Dismissal is
warranted."
A hearing on the Motion is scheduled for May 2, 2023 at 11:00 a.m.
About Mazel On Del LLC
Mazel On Del LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Sec. 101(51B)).
Mazel On Del LLC filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41027) on March
24, 2023. In the petition filed by Ben Friedman, as member, the
Debtor reported assets and liabilities between $1 million and $10
million each.
MEDFORD LLC: Court OKs Cash Collateral Access Thru Oct 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Medford, LLC to use cash collateral on an interim basis in
accordance with the budget, with a 10% variance, through October
31, 2023.
The Debtor requires the use of cash collateral to pay operating
expenses, pay for repairs and maintenance, and preserve the value
of the Debtor's business.
The Debtor asserts it will suffer immediate and irreparable harm if
the Debtor is not permitted to use up to $13,238 for the period
covering February 21, 2023, through and including October 31, 2023,
in the amount and for the purposes set forth in the Budget, to meet
Debtor's necessary and ordinary course post-petition operating
expenses prior to the time prescribed by FRBP 4001(b)(2) for a
final hearing for authority to use cash collateral.
US Bank, Trustee on behalf of the holders of the WaMu Mortgage
Pass-Through Certificates, Series 2007-OA5, and Chase Bank assert
security interest or liens on the cash collateral.
As adequate protection, the Lien Creditors are granted a perfected
lien and security interest on all property, whether now owned or
hereafter acquired by Debtor of the same nature and kind as secured
by the claim of each of the Lien Creditors on the Petition Date.
The Court Order provides that the Lien Creditors' interests in the
Replacement Collateral will have the same relative priorities as
the liens held by them as of the Petition Date.
The Replacement Lien on the Replacement Collateral will be
perfected and enforceable upon entry of the Order without regard to
whether such Replacement Lien is perfected under applicable
nonbankruptcy law.
Absent further Court Order, the Debtor's authority to use cash
collateral will terminate at 5:00 pm upon October 31, 2023 or the
occurrence of any of the following: (a) the violation of the any of
the terms of the Order, (b) the entry of an Order converting the
case to a case under Chapter 7 of the Bankruptcy Code, (c) the
termination, lapse, expiration or reduction of insurance coverage
on the Lien Creditors' collateral for any reason, or (d) the
appointment of a trustee in the case.
A copy of the Court's Order and the Debtor's budget is available at
https://bit.ly/3nHEzsc from PacerMonitor.com.
The Debtor projects total disbursements, on a monthly basis, as
follows:
$1,142 for Month 1;
$3,402 for Month 2;
$1,242 for Month 3;
$1,142 for Month 4;
$1,142 for Month 5;
$1,142 for Month 6;
$1,142 for Month 7;
$1,142 for Month 8; and
$1,142 for Month 9.
About Medford LLC
Medford, LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No.
23-30153) on Jan. 25, 2023. In the petition filed by Jerry Reeves,
managing member, the Debtor reported between $1 million and $10
million in both assets and liabilities. Amy E. Mitchell has been
appointed as Subchapter V trustee.
Judge Peter C. McKittrick oversees the case.
The Law Offices of Keith Y. Boyd serves as the Debtor's counsel.
MKS REAL ESTATE: Court Sets Hearing on $11.8-Mil. All Assets Sale
-----------------------------------------------------------------
Judge Edward L. Morris of the U.S. Bankruptcy Court for the
Northern District of Texas was set to convene a hearing on April 6,
2023, at 1:30 p.m., to consider MKS Real Estate, LLC's sale of all
or substantially all its assets, which are the premises located at
9100 NW US 287, in Fort Worth, Tarrant County, Texas 76177 to TKG
Management, Inc. for $11.8 million.
The Debtor will serve a copy of the Order to all parties in
interest.
About MKS Real Estate
MKS Real Estate, LLC owns and operates an office building valued
at$14.4 million. It is based in Fort Worth, Texas.
MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Texas
Case
No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the court
entered an agreed order dismissing the bankruptcy case for one
year
or until such time that the claim was paid in full, or the
property
is foreclosed, whichever was later. In consideration for the
Debtor being given one year to sell the real property, the court
ordered "that [Cadence (formerly known as BancorpSouth)] will have
the right to post the real property for non-judicial foreclosure
and proceed with the foreclosure on Nov. 1, 2022 in the event the
claim is not paid in full on or before Oct. 31, 2022."
MKS Real Estate again filed a Chapter 11 petition (Bankr. N.D.
Texas on Case No. 22-42618) on Oct. 31, 2022. In the petition
filed by Olufemi Ashadele as owner, the Debtor reported assets
between $10 million and $50 million and liabilities between $1
million and $10 million.
Judge Edward L. Morris oversees the 2022 case.
The Debtor is represented by M. Jermaine Watson, Esq., at Cantey
Hanger, LLP.
MKS REAL ESTATE: TKG Buying Substantially All Assets for $11.8-Mil.
-------------------------------------------------------------------
MKS Real Estate, LLC, seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to sell all or substantially all
its assets, which are the premises located at 9100 NW US 287, in
Fort Worth, Tarrant County, Texas 76177, to TKG Management, Inc.,
for $11.8 million.
The Debtor owns the Real Property and is a single asset real estate
company that currently leases commercial real estate space to three
different companies. It was initially set up as a pass-through
entity to operate the Real Property.
The Debtor ultimately decided to sell the Real Property to
reorganize and pay creditors their allowed claims in full. In
furtherance of this strategy, it hired Hilco Real Estate, LLC as
its real estate agent on Jan. 26, 2023. Almost immediately, Hilco
began marketing the Real Property aggressively through multiple
channels to develop enough interest to pursue an auction that would
yield enough cash to pay creditors in full.
The Contract is the culmination of extensive marketing by Hilco.
The Purchase Price is the result of extensive negotiations and is
the highest and best offer received by the Debtor during the
initial sales process managed by Hilco. This price is commensurate
with the Debtor's most recent appraisal of $14.4 million and is a
testament to the hard work of the parties to negotiate a deal of
this magnitude within a short time period.
The Buyer's earnest money is now fully committed, and the parties
expect to close on April 7, 2023.
The Buyer proposes to pay and the Debtor is willing to accept
approximately $11.8 million, payable in immediately available funds
on April 7, 2023 free and clear of all liens, interests, claims and
encumbrances, except for the liens to secure 2023 ad valorem taxes.
Such ad valorem property taxes will remain attached to the Real
Property and will become the responsibility of the Buyer, with all
such liens, interests, claims and encumbrances to reattach to the
proceeds of sale.
It is estimated that Westdale Capital has an alleged claim
estimated to be $8.35 million and all other creditors allege claims
of 1,453,219.19. Thus, the Purchase Price proposed by the Buyer is
more than sufficient to pay all claims in full.
With the exception of alleged materialmen's and mechanics' liens
("M&M Liens") erroneously filed by alleged creditors, Texas State
Electric, Inc. and Crawford Electric Supply Co. The proposed sale
order contemplates that the alleged lien amounts of Texas Electric
and Crawford Electric will be held in escrow by the title company
until such time that a Court order is entered resolving the
validity of such alleged M&M Liens.
The Debtor's sale as contemplated under the Sale Order is proposed
in the best interests of the Debtor, its estate, creditors, and all
parties in interest because it will pay all allowed claims in full.
The Debtor, by and through its sole member, Luis Leal, should be
authorized to execute any and all documents necessary to effectuate
the closing including the deed and related documents necessary to
consummate the closing of the sale transaction. As part of the sale
process, the Debtor requests authorization to instruct the title
company coordinating the sale of the Real Property to pay from the
proceeds of sale of the Real Property, and the Debtor is authorized
and directed to pay, the Amounts as follows:
a. All reasonable, customary and usual costs of closing in
the sale of the Real Property including, without limitation, title
policy cost, the pro rata share of ad valorem real property taxes
for year 2023, in each case owed with 11 U.S.C. Section 506(b) and
511 interest at the state statutory rate of 1% per month, attorney
and documents fees, and the contractually agreed upon real estate
commission.
b. The sum of $8,252,746.45 to Westdale Capital by wire
transfer directly from the title company at closing based upon an
anticipated closing date of April 7, 2023. This sum will fully
resolve and discharge all claims of Westdale Capital as of the
Closing Date.
c. The sum of $860,092.92 to Resolution by wire transfer
directly from the title company at closing on the Closing Date.
This sum will fully resolve and discharge all claims of Resolution
as of the Closing Date.
d. The sum of $232,194.97 to Frost by wire transfer directly
from the title company at closing on the Closing Date. This sum
will fully resolve and discharge all claims of Frost as of the
Closing Date.
e. The sum of $149,750 will be held in escrow by the title
company at closing on the Closing Date until the alleged M&M Lien
filed by Texas Electric is resolved through an adversary proceeding
or by Court order. This sum will fully preserve all alleged claims
of Texas Electric until such time the alleged M&M Lien is resolved.
f. The sum of $40,800 will be held in escrow by the title
company at closing on the Closing Date until the alleged M&M Lien
filed by Crawford Electric is resolved through an adversary
proceeding or by Court order. This sum will fully preserve all
alleged claims of Crawford Electric until such time the alleged M&M
Lien is resolved.
g. All remaining proceeds will be paid to Debtor by wire
transfer directly from the title company at closing on the Closing
Date.
A copy of the Contract is available at https://tinyurl.com/mr59273
from PacerMonitor.com free of charge.
About MKS Real Estate
MKS Real Estate, LLC owns and operates an office building valued
at$14.4 million. It is based in Fort Worth, Texas.
MKS Real Estate filed a Chapter 11 petition (Bankr. N.D. Texas
Case
No. 21-40424) on March 1, 2021. On Oct. 28, 2021, the court
entered an agreed order dismissing the bankruptcy case for one
year
or until such time that the claim was paid in full, or the
property
is foreclosed, whichever was later. In consideration for the
Debtor being given one year to sell the real property, the court
ordered "that [Cadence (formerly known as BancorpSouth)] will have
the right to post the real property for non-judicial foreclosure
and proceed with the foreclosure on Nov. 1, 2022 in the event the
claim is not paid in full on or before Oct. 31, 2022."
MKS Real Estate again filed a Chapter 11 petition (Bankr. N.D.
Texas on Case No. 22-42618) on Oct. 31, 2022. In the petition
filed by Olufemi Ashadele as owner, the Debtor reported assets
between $10 million and $50 million and liabilities between $1
million and $10 million.
Judge Edward L. Morris oversees the 2022 case.
The Debtor is represented by M. Jermaine Watson, Esq., at Cantey
Hanger, LLP.
MOBIQUITY TECHNOLOGIES: Incurs $8.1 Million Net Loss in 2022
------------------------------------------------------------
Mobiquity Technologies, Inc. has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $8.06 million on $4.17 million of revenues for the year
ended Dec. 31, 2022, compared to a net loss of $18.33 million on
$2.67 million of revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $2.63 million in total assets,
$2.65 million in total liabilities, and a total stockholders'
deficit of $10,830.
Palm Beach Gardens, FL-based D. Brooks & Associates, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has incurred
operating losses, has incurred negative cash flows from operations
and has an accumulated deficit. These and other factors 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/1084267/000168316823002071/mobiquity_i10k-123122.htm
About Mobiquity Technologies Inc.
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc. is a
next-generation marketing and advertising technology and data
intelligence company which operates through its proprietary
software platforms in the programmatic advertising space. The
Company's product solutions are comprised of two proprietary
software platforms: its advertising technology operating system
(or ATOS) platform; and its data intelligence platform.
NABIEKIM ENTERPRISES: David Sousa Named Subchapter V Trustee
------------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 17, appointed
David Sousa as Subchapter V trustee for NabieKim Enterprises.
Mr. Sousa will be compensated at $415 per hour for his services as
Subchapter V trustee, in addition to reimbursement for related
expenses incurred.
Mr. Sousa declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
David Sousa
P.O. Box 3167
Visalia, CA 93278-3167
Phone: (559) 242-2065
Email: Dave@fresnotrustee.com
About NabieKim Enterprises
NabieKim Enterprises filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10571) on
March 24, 2023, with $50,000 to $100,000 in assets and $1 million
to $10 million in liabilities. Kaye Kim, chief executive officer
and president of NabieKim, signed the petition.
Judge Jennifer E. Niemann oversees the case.
Peter Fear, Esq., at Fear Waddell, P.C. is the Debtor's legal
counsel.
NANO MAGIC: Delays Filing of 2022 Annual Report
-----------------------------------------------
Nano Magic Inc. filed a Form 12b-25 with the Securities and
Exchange Commission with respect to its Annual Report on Form 10-K
for the year ended Dec. 31, 2022.
The Company said it could not complete the filing of its Report on
Form 10-K for the period ending Dec. 31, 2022 due to a delay in
compiling and reviewing information required to be included, which
delay could not be eliminated by Registrant without unreasonable
effort and expense. In accordance with Rule 12b-25 of the
Securities Exchange Act of 1934, the Company will file its Form
10-K no later than the fifth calendar day following the prescribed
due date.
About Nano Magic
Headquartered in Madison Heights, Michigan, Nano Magic Inc., now
known as Nano Magic Holdings Inc. -- www.nanomagic.com -- develops,
commercializes and markets consumer and industrial products powered
by nanotechnology that solve everyday problems for customers in the
optical, transportation, military, sports and safety industries.
Nano Magic reported a net loss of $1.57 million for the year ended
Dec. 31, 2021, compared to a net loss of $781,055 for the year
ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $4.33
million in total assets, $2.24 million in total liabilities, and
$2.08 million in total stockholders' equity.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2022, citing that the Company has recurring losses
from operations, negative cash flow from operations, and an
accumulated deficit. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
NERAM GROUP: $1.93-Mil. Sale of Ontario Property to MPSN Approved
-----------------------------------------------------------------
Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California authorized Neram Group, Inc.'s sale
of the real property located at 1211 N El Dorado Ave., Ontario,
California 91764, Tract No. 7037, Lots 5 And 6, to MPSN Holdings
No. 1, LP, for $1.93 million.
A hearing on the Motion was held on March 22, 2023, at 11:00 a.m.
The sale is on an "as is, where is" basis without any further
contingencies, warranties, or conditions.
The allowed liens against the Property will be paid out of escrow
as set forth in the Motion and as provided under the Settlement
Orders with the various parties refenced in the Order.
Included in the payments will be the full allowed amounts per any
previous Orders of this Court for the following recorded liens:
1. General and special taxes in the approximate amounts of
$7,403.66 and $70,364.18 plus interest as required;
2. The Deed of Trust recorded on Sept. 24, 2015 as Instrument
No. 2015-0418391 in the Official Records of San Bernardino County
securing an alleged initial indebtedness of $110,000 in favor of
SMN Lo, Inc;
3. The Deed of Trust recorded on May 31, 2016 as Instrument
No. 2016-0212450 in the Official Records of San Bernardino County
securing an alleged initial indebtedness of $200,000 in favor of
Hanh Thi Tran; and
4. The stipulated secured claim of Arturo Leyva and Juana
Leyva in the amount of about $300,000 per the settlement with the
Leyvas.
The following claims, notices, abstracts of judgment, and alleged
liens are deemed to be ineffective and unenforceable as against the
Property sold and to the extent not already withdrawn, reconveyed,
or settled as noted in the Settlements above and below and/or
Debtor's confirmed Plan of Reorganization, are transferred to the
proceeds of the approved Sale:
1. The Notice of Pendency of Action recorded March 20, 2017 as
instrument number 2017-0116305 in the Official Records of San
Bernardino County with respect to San Bernardino Superior Court
Case number CIVDS 1704874 entitled as "SMN Lo, Inc. vs. Neram
Group, Inc.", et.al.,
2. The Notice of Pendency of Action recorded May 18, 2016 as
instrument number 2016-0299123 in the Official Records of San
Bernardino County with respect to San Bernardino Superior Court
entitled as "Arturo Leyva and Juana Leyva vs. Neram Village, Inc.",
et.al.,
3. The reconveyed alleged Deed of Trust recorded on July 2,
2018 as Instrument No. 2018-0239513 in the Official Records of San
Bernardino County securing an alleged initial indebtedness of
$450,000 in favor of Kim Nguyen, and allegedly assigned to Jeremy
Nguyen as instrument number 2019-0014397,
4. The judgment or an abstract thereof, recorded Feb. 13, 2019
as instrument number 2019-0048054 in the Official Records of San
Bernardino County with respect to San Bernardino Superior Court
Case number CIVDS 1512363 entitled as "Arturo Leyva and Juana Leyva
vs. Neram Group, Inc.", et.al., and
5. The alleged Deed of Trust between Reorganized Debtor and
M&A Enterprise, LLC, recorded in the office of the county recorder
for the county of San Bernardino on Sept. 18, 2015 in the amount of
$160,000 as Doc #: 2015-0407810 (which was adjudged to be of no
longer of any legal effect in the case filed in the Superior Court
of the State of California for the Count of San Bernardino, Case
No.: CIVCS 1704874).
The Sale Procedures set forth in the Motion are approved. The Sale
is free and clear of all Demands. All claims against the estate,
including the demands, will be transferred to the proceeds of the
sale, except to the extent that a demand is paid through escrow.
The good faith deposit of the Buyer presently residing in the
Client Trust Account of Robert M. Yaspan, in the amount of
$100,000, plus any applicable interest, will be transferred
forthwith to the escrow’s bank account at J.P.Morgan Chase.
The Buyer and the Seller will each pay their own escrow fees. The
escrow will apportion and pay closing costs, expenses, and taxes,
as is normal under the circumstances, and as described in the
Motion.
The estate will deliver and pay for a CLTA policy of title
insurance.
The real estate commissions will be paid by the estate out of
escrow as provided in the Order regarding the employment of the
estate's broker.
The Closing Date will be 15 days after the Order is entered, or
such earlier date that the Escrow for the Property closes.
The 14-day stay provided for in Rule 6004(h) of the Federal Rules
of Bankruptcy Procedure is waived.
All monies remaining in escrow after the disbursements specified
are made will be paid to the Client Trust Account of the Law
Offices of Robert M. Yaspan for disbursement pursuant to the
confirmed Plan of Reorganization, with any further remainder to be
remitted to Debtor after any remaining administrative costs are
paid.
If the Buyer fails to timely consummate the Escrow, including any
required funding of the escrow, its $100,000 deposit (plus
applicable interest) will be released to the Debtor, which will be
used first to pay any pending administrative costs.
If the Buyer fails to timely consummate the Escrow as the result of
its own actions or inaction:
1. KAA Partners, pursuant to its oral consent on the record of
the Court auction hearing, will be treated as the "Backup Bidder"
in accordance with its underbid of $1,925,000, and
2. KAA Partners' $100,000 good faith deposit will remain in
the Client Trust Account of the Law Offices of Robert M. Yaspan
pending the determination of whether or not the bid of the Backup
Bidder will be accepted by the Court at which point it will either
be disbursed back to KAA, or to escrow, as appropriate.
About Neram Group Inc.
Neram Group, Inc. is a company based in Orange, Calif. It is the
fee simple owner of a 12-unit apartment building located at 1211
N. El Dorado Ave, Ontario, Calif., having a comparable sale
value of $2.5 million.
Neram Group filed a petition for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 22-10268) on Feb. 16, 2022, with
$2,802,000 in assets and $1,675,000 in liabilities. Humberto
Perez Figuerola, chief executive officer, signed the petition.
Judge Scott C. Clarkson oversees the case.
The Debtor tapped the Law Offices of Robert M. Yaspan as
bankruptcy counsel, and Hahn Fife & Company, LLP as
accountant.
NEXSTAR MEDIA: S&P Ups ICR to 'BB+' on Lower Leverage Expectations
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Nexstar Media
Group Inc. to 'BB+' from 'BB'. S&P also revised the recovery rating
on Nexstar's senior unsecured debt to '4' from '6' and raised the
issue-level rating to 'BB+' from 'B+'.
The stable outlook reflects S&P's expectation that Nexstar's
leverage will remain in the mid-3x area over the next year, with
most free operating cash flow (FOCF) going toward shareholder
returns.
S&P said, "We believe it is unlikely Nexstar will significantly
increase leverage for acquisitions or shareholder returns. Nexstar
ended 2022 with leverage of 3.4x, and we expect it will remain in
the mid-3x area over the next two years, despite expected operating
losses from its recently acquired The CW television broadcast
network. While we believe Nexstar could acquire additional digital
businesses given its past acquisitions of The Hill and BestReviews,
we believe they would likely be limited in size. Additionally, we
believe Nexstar could quickly reduce leverage if it took on
additional debt to fund acquisitions, with about $2 billion of
EBITDA and more than $1 billion of free cash flow per year. Absent
acquisition opportunities, we believe Nexstar will continue to
return most of its free cash flow to shareholders through dividends
and share repurchases. But given the company's financial policy, we
would not expect it to take on incremental debt to fund share
buybacks.
"Nexstar's strategic initiatives are unlikely to increase leverage.
We believe the company is primarily focused on local media and not
interested in acquiring additional cable networks. While we believe
it would like to acquire additional local TV stations, its ability
to do so is limited by the regulatory framework, which we believe
is unlikely to change over the next few years. We believe Nexstar
will largely focus on investing in its current assets, but that
doing so will not require a substantial increase in spending or
leverage. In particular, we believe it will look to expand its
content offerings on The CW and its local TV stations, particularly
related to sports. Sports content is particularly attractive
because it is still overwhelmingly watched live and would
complement the company's local news programming. Nexstar recently
signed a multiyear agreement with LIV Golf to air 14 of the tour's
events in 2023 on The CW and in 2022 announced a deal with the Los
Angeles Clippers of the National Basketball Association to
exclusively air a limited number of regular-season and preseason
games on its TV station in Southern California. Nexstar has
historically been a disciplined buyer, and we believe it would only
acquire additional content if the price was right.
"The stable outlook reflects our expectation that Nexstar's
leverage will remain in the mid-3x area over the next year, with
most free cash flow going toward shareholder returns."
S&P could lower the rating if leverage increases above 4x on a
sustained basis due to:
-- Debt-funded shareholder returns; or
-- Acquisitions.
S&P could raise the rating if:
-- The company publicly commits to a financial policy consistent
with an investment grade company, including leverage remaining
below 3.25x on a sustained basis; and
-- S&P believes EBITDA and FOCF will remain stable despite ongoing
pay-TV subscriber declines.
ESG credit indicators: E-2, S-2, G-2
NOBLE FINANCE II: Moody's Gives B1 CFR & Rates New $600MM Notes B2
------------------------------------------------------------------
Moody's Investors Service assigned new ratings to Noble Finance II
LLC (Noble), including a B1 Corporate Family Rating and a B2 rating
to the company's proposed $600 million senior unsecured notes.
Moody's also assigned a SGL-1 Speculative Grade Liquidity rating,
to indicate the company's very good liquidity. The ratings outlook
is stable. Noble is a wholly owned subsidiary of Noble Corporation
plc (Noble plc, unrated).
Net proceeds from the notes offering will be used to redeem all of
Noble's existing outstanding debt totaling roughly $521 million,
cover transaction costs and for general corporate purposes.
"This refinancing transaction simplifies Noble's capital structure
and adds a substantial liquidity buffer that should support
re-contracting and reinvestment efforts in an improving offshore
drilling market," said Sajjad Alam, Moody's Vice President. "Upon
successful closing, the company will have $600 million of balance
sheet debt and about $890 million of total liquidity, including a
newly established undrawn $550 million senior secured revolving
credit facility." The completion of the notes offering is not
conditioned upon Noble's planned closing of the new revolver
agreement.
Assignments:
Issuer: Noble Finance II LLC
Corporate Family Rating, Assigned B1
Probability of Default Rating, Assigned B1-PD
Speculative Grade Liquidity Rating, Assigned SGL-1
Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5)
Outlook Actions:
Issuer: Noble Finance II LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Noble's B1 CFR is supported by its low financial leverage of about
1x Moody's projected EBITDA for 2023; high-quality offshore rig
fleet that have significant collateral value and competitive
advantages; substantial backlog of $3.9 billion as of December 31,
2022 providing good medium term cash flow visibility; and the
company's track record as one of the leading contract drillers
serving the offshore oil and gas industry. The CFR also reflects
Moody's expectations that Noble will remain committed to its stated
conservative financial policies, including holding net leverage
under 1x, maintaining at least $600 million of total liquidity and
managing shareholder distributions and growth spending prudently.
The CFR is restrained by the Noble's significant re-contracting
risks owing to the high level of volatility in oil and gas prices,
evolving and untested business strategy, financial policy and
capital structure following emergence from a bankruptcy in 2021,
and the inherently cyclical nature of the offshore drilling
industry. The rating also considers Noble's governance structure
and capital allocation strategies, including its plan to distribute
a portion of its free cash flow to shareholders in the form of
potential share repurchases. While high energy prices and increased
demand for offshore rigs have raised dayrates and lifted rig values
globally since late 2021, we expect the re-contracting environment
to remain competitive as the offshore industry continues to recover
from a prolonged downturn. Oil and gas prices need to stay high to
attract continued upstream investment and Noble will have to
successfully recontract at higher dayrates to sustain and improve
its credit profile.
Noble's $600 million senior unsecured notes are rated B2, one notch
below the B1 CFR given the significant size of the planned $550
million revolving credit facility, which will be secured by a
first-lien claim on Noble's assets. The notes will be fully and
unconditionally guaranteed on a senior unsecured basis by all of
Noble's subsidiaries that are borrowers or guarantors under the
revolving credit facility.
The SGL-1 rating reflects Noble's very good projected liquidity
through 2024. Pro forma for the refinancing transaction, new
revolver and the February 2023 repayment of Maersk Drilling debt,
the company will have roughly $350 million of cash plus a $550
million undrawn revolving credit facility that will have a five
year maturity. Moody's expects Noble to generate a modest amount of
free cash flow, build upon its cash balance and prudently manage
any potential acquisition or shareholder distributions without
compromising its strong liquidity position. The revolver has two
financial covenants, a consolidated net leverage ratio not to
exceed 3x and a minimum interest coverage requirement of 2.5x. The
company should be able to comply with these covenants comfortably
through 2024.
The stable outlook reflects Noble's low leverage and significant
revenue backlog.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade would be primarily driven by Noble's success in
re-contracting and boosting its revenue backlog in combination with
a strong outlook for global offshore rig markets. Moody's would
also look for a track record of continued conservative financial
policies, including sustaining debt/EBITDA below 1x, generating
consistent free cash flow after sufficiently reinvesting in the
business and maintaining prudent shareholder distributions.
The CFR could be downgrade if earnings and backlog decline
materially, the company generates negative free cash flow or the
debt/EBITDA ratio rises above 2x. Any leveraging acquisition or
shareholder distribution could also trigger a downgrade.
Noble Finance II LLC is a wholly-owned indirect subsidiary of Noble
Corporation plc, which is based in the UK, publicly traded, and is
one of the world's largest providers of offshore contract drilling
services to the oil and gas industry.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
NORTHRIVER MIDSTREAM: Moody's Alters Outlook on 'Ba3' CFR to Pos.
-----------------------------------------------------------------
Moody's Investors Service affirmed NorthRiver Midstream Finance
LP's Ba3 corporate family rating, Ba3-PD probability of default
rating, and Ba3 senior secured ratings. The outlook was changed to
positive from stable.
"The positive outlook reflects Moody's forecast that NorthRiver's
deleveraging trend will continue, with debt to EBITDA settling
under 5x in 2023," said Whitney Leavens, Moody's analyst. "Free
cash flow will support some debt reduction, complemented by modest
EBITDA growth," she added.
Affirmations:
Issuer: NorthRiver Midstream Finance LP
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3)
Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD3)
Outlook Actions:
Issuer: NorthRiver Midstream Finance LP
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
NorthRiver's rating is supported by: (1) take-or-pay contracts
constituting over 80% of revenue; (2) a diversified customer base
underpinned by strong counterparties holding long-term contracted
take-or-pay volumes; (3) extensive natural gas pipeline and
processing footprint concentrated in the central and northern
Montney with differentiating sour gas processing capacity; and (4)
a track record of steady EBITDA generation.
NorthRiver's rating is constrained by: (1) a portion of revenue
(about 15%) exposed to market demand (renewals and interruptible),
involving market price and volume risks; (2) dependence on the
continued development of economic liquids-rich gas to grow EBITDA
and volumes over time; and (3) ownership by private equity
(Brookfield Infrastructure), which could pursue more aggressive
financial policies.
NorthRiver's liquidity is good. At year end 2022, NorthRiver had
about C$20 million of cash and close to C$375 million available
(after LCs) under its C$400 million revolver expiring in 2028.
Moody's also forecast around C$50 million in free cash flow in
2023. NorthRiver will maintain compliance with its leverage
covenant. NorthRiver has limited alternate sources of liquidity as
it has pledged all of its assets to secured lenders under the term
loan, notes (due 2025 and 2026 accordingly) and revolver.
NorthRiver's first lien senior secured notes and term loan B are
both rated Ba3, the same as the CFR. Including the revolver, the
three tranches are secured on a pari passu basis and these
instruments represent the preponderance of liabilities in the
capital structure. If the Term Loan B is fully repaid or refinanced
with unsecured debt, first lien security for the notes falls away
and the rating on the notes could change depending on the capital
structure at that time.
The positive outlook reflects Moody's expectation that NorthRiver's
deleveraging trend will continue, with debt to EBITDA settling
under 5x in 2023 while generating positive free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if NorthRiver continues to grow
EBITDA while keeping debt to EBITDA below 5x.
The ratings could be downgraded if EBITDA declines, debt to EBITDA
rises above 6.5x or financial policy becomes more aggressive.
NorthRiver Midstream Finance LP, based in Calgary, Alberta, is a
privately-held midstream company that gathers and processes natural
gas in northeastern British Columbia and west central Alberta.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
NOVA WILDCAT: SSG Acted as Investment Banker in Asset Sale
----------------------------------------------------------
SSG Capital Advisors, LLC (SSG) acted as the investment banker to
Nova Wildcat Shur-Line Holdings, Inc. and subsidiaries, d/b/a H2
Brands Group (H2B or the Company) in the sale of substantially all
assets to a joint venture between Gordon Brothers Commercial &
Industrial, LLC (Gordon Brothers) and Nations Capital Inc. (Nations
Capital). The sale was effectuated through a Chapter 11 Section 363
process in the U.S. Bankruptcy Court for the District of Delaware.
The transaction closed in March 2023.
H2B is a leading consumer products company with a portfolio of 22
nationally recognized brands featuring over 10,500 products in 30+
categories intended for every room of the consumer's home. The
Company's distribution footprint includes 790,000 square feet
across North America, and sixteen countries in its global sourcing
network.
Historically, the Company's individual brands have performed well
with high customer demand. In late 2019, H2B completed the
acquisition of a consumer electronics company, which was financed
under the Company's revolving credit facility. The Company faced
limited access to additional capital under the line of credit and
was burdened by operational issues related to acquisitions, labor,
inventory procurement and freight costs from Asia, which further
impacted liquidity. The Company was unable to pay vendors timely
and procure new inventory, further disrupting operations and the
ability to fulfill customer orders.
SSG was retained in December 2022 as its exclusive investment
banker to advise the Company on strategic alternatives and to
conduct an accelerated and comprehensive marketing process to
solicit interest from strategic and financial investors. To
preserve ongoing operations, H2B filed for protection under Chapter
11 of the U.S. Bankruptcy Code in January 2023. After only a few
weeks of marketing, the sale process had attracted significant
interest from multiple strategic parties. SSG and the Company
ultimately negotiated a stalking horse agreement with Gordon
Brothers and Nations Capital. With no additional qualified offers
submitted prior to the Court approved bid deadline, the stalking
horse bid was accepted as the highest and best offer for
substantially all of the Company's assets. The sale to Gordon
Brothers and Nations Capital was approved by the Bankruptcy Court
on March 29, 2023, and closed two days later. SSG's special
situations expertise and experience running expedited processes,
with the assistance of Reed Smith and Carl Marks, resulted in a
competitive environment that maximized stakeholder value and
allowed the business to move forward under a new operator.
Other professionals who worked on the transaction include:
* Omar J. Alaniz, Christopher M. Sheaffer, Luke A. Sizemore,
Jason D. Angelo, Kurt F. Gwynne, Lowell P. Bourgeois, Anatoliy
Rozental, Brent W. McDonough, Bradley J. Purcell, Amy M. Kerlin,
Devan J. Dal Col, Saranne E. Weimer and Shaun C. Lee of Reed Smith
LLP, counsel to H2 Brands Group;
* Howard P. Meitiner (Chief Restructuring Officer), Marc L.
Pfefferle, Duff Meyercord, Keith Daniels, Cliff Campbell, Stephen
Potts and Matthew Dowell of Carl Marks & Co. Inc., financial
advisor to H2 Brands Group;
* Douglas R. Gooding, Kevin J. Simard, Daniela Badiola Spanos,
Sara M. Bauer and Kevin J. Connolly of Choate, Hall & Stewart LLP,
counsel to Gordon Brothers Commercial & Industrial, LLC and Nations
Capital Inc.;
* Regina S. Kelbon, Michael C. Graziano, John E. Lucian and
Gregory F. Vizza, Emanuel Faust and Adam R. Sansweet of Blank Rome
LLP, counsel to the Senior Secured Lender;
* Shaun Martin, Rick Malagodi and Brett Howard of Riveron
Consulting, LLC, financial advisor to the Senior Secured Lender;
* Bryan J. Hall, Stephen M. Packman, Jiangang Ou and Mariam
Khoudari of Archer & Greiner, P.C., counsel to the Official
Committee of Unsecured Creditors; and
* Matthew Dundon, Joshua Nahas, Ming Shen and Yi Zhu of Dundon
Advisers, LLC, financial advisor to the Official Committee of
Unsecured Creditors.
About Nova Wildcat Shur-Line Holdings
Nova Wildcat Shur-Line Holdings Inc. -- https://www.h2bgroup.com/
-- also known as H2 Brands Group, is a one-stop shop for thousands
of home and hardware products. It is a privately held brand
portfolio housed under the H2B umbrella. The company owns more
than 10 brands consisting of an assortment of consumable products
intended to reach every room of the average consumer's
home.
Nova Wildcat and certain of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10114) on Jan. 29, 2023. In the petition filed by Mark
Rostagno, as chief executive officer and director, Nova Wildcat
reported assets between $10 million and $50 million and liabilities
between $50 million and $100 million.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Reed Smith, LLP as bankruptcy counsel; Carl
Marks Advisory Group, LLC as restructuring advisor; and SSG
Advisors, LLC as investment banker. Epiq Bankruptcy Solutions, LLC
is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Archer & Greiner, P.C. and Dundon Advisers, LLC serve as the
committee's bankruptcy counsel and financial advisor,
respectively.
NOVA WILDCAT: Substantially All Assets Sale to Gordon Buyers OK'd
-----------------------------------------------------------------
Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the
District of Delaware authorized Nova Wildcat Shur-line Holdings,
Inc., and its debtor affiliates to sell substantially all assets to
Gordon Buyers Commercial & Industrial, Inc.
The Purchase Agreement and all ancillary documents filed therewith
or described therein, including, without limitation, the Transition
Services Agreement, are approved.
The Sellers are authorized and directed to perform under the Sale
Order, the Purchase Agreement, the Transaction Documents, and
all ancillary documents filed therewith or described therein.
The Debtors are authorized and directed to instruct an escrow agent
to hold the Good Faith Deposit funded by the Purchaser in
accordance with the Sale Documents and release and deliver such
Good Faith Deposit pursuant to the terms of the Sale Documents.
Upon the Closing Date and simultaneously upon receipt by DIP Agent
of the Closing Payment, all of the Acquired Assets will be
immediately vested in the Purchaser free and clear of Encumbrances;
provided, however, that all remaining Encumbrances will attach to
the proceeds of the Sale Transaction.
The Debtors are authorized to assume and assign the Assumed
Contracts to the Purchaser, pursuant to the terms of the Purchase
Agreement during the Designation Rights Period, free and clear of
all Encumbrances. The Designation Rights in the Purchase Agreement
are authorized and approved in their entirety.
Without limitation of and subject to the Designation Right, the
Purchaser will assume none of the Sellers' Contracts at the
Closing.
At the Closing of the Sale Transaction, the Purchaser will pay an
amount equal to the Estimated Purchase Price, minus (i) the Good
Faith Deposit, and minus (ii) the Adjustment Holdback Amount to the
Debtors in accordance with Article 3 of the Purchase Agreement.
At the Closing of the Sale Transaction, SSG Advisors, LLC will be
paid the amount of $813,000, which payment will be in full and
final satisfaction of all fees, now or thereafter owed, under the
terms of SSG's engagement letter and SSG waives any future fees and
expenses. The SSG Payment will be paid by the Debtors from the
Closing Payment without further order of the Court.
The Debtors are authorized to make any payments in connection with
the Sale KEIP Award (to the extent earned) and the KERP Awards, as
applicable, without further order of the Court.
Within one business day of the Closing Date of the Sale
Transaction, the Debtors will file and serve a notice of same.
Notwithstanding Bankruptcy Rule 6004(h), the Sale Order is
effective immediately upon entry.
All time periods set forth in the Sale Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
A copy of the Purchase Agreement is available at
https://tinyurl.com/5n7btbbe from PacerMonitor.com free of charge.
About Nova Wildcat Shur-Line Holdings
Nova Wildcat Shur-Line Holdings Inc. -- https://www.h2bgroup.com/
-- also known as H2 Brands Group, is a one-stop shop for thousands
of home and hardware products. It is a privately held brand
portfolio housed under the H2B umbrella. The company owns
more than 10 brands consisting of an assortment of consumable
products intended to reach every room of the average consumer's
home.
Nova Wildcat and certain of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10114) on Jan. 29, 2023. In the petition filed by Mark
Rostagno, as chief executive officer and director, Nova Wildcat
reported assets between $10 million and $50 million and
liabilities
between $50 million and $100 million.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Reed Smith, LLP as bankruptcy counsel; Carl
Marks Advisory Group, LLC as restructuring advisor; and SSG
Advisors, LLC as investment banker. Epiq Bankruptcy Solutions,
LLC
is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Archer & Greiner, P.C. and Dundon Advisers, LLC serve as the
committee's bankruptcy counsel and financial advisor,
respectively.
PANACEA LIFE: Incurs $9.1 Million Net Loss in 2022
--------------------------------------------------
Panacea Life Sciences Holdings, Inc. has filed with the Securities
and Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $9.14 million on $1.63 million of revenue for the year
ended Dec. 31, 2022, compared to a net loss of $4.78 million on
$2.06 million of revenue for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $19.49 million in total
assets, $21.63 million in total liabilities, and a total
stockholders' deficit of $2.14 million.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 29, 2023, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
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/1552189/000149315223009742/form10-k.htm
About Panacea
Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc.
(OTCQB:EXDI) -- http://www.exactusinc.com-- is a seed to sale
cannabinoid and nutraceutical manufacturer and research company
that produces purposeful, natural pharmaceutical alternatives for
consumers and pets. The Company manufactures and sells softgels,
gummies, tinctures, sublingual tablets, cosmetics, and other
topicals. The Company operates through its wholly-owned subsidiary,
Panacea Life Sciences, Inc., which the Company acquired in a
reverse merger in June 2021.
PEAK THEORY: Court Approves Sale of Assets to Cubcoats for $530K
----------------------------------------------------------------
Judge Joel T. Marker of the U.S. Bankruptcy Court for the District
of Utah authorized Peak Theory, Inc.'s sale of assets to Cubcoats
Acquisition Vehicle LLC or its assignee for $529,780.
The sale is free and clear of all Interests.
The Debtor is authorized to perform the transactions in the Asset
Purchase Agreement.
Paragraph 4 of the APA entitled "Payment of Purchase Price" is
amended and updated to account for the Purchaser's bid amounts at
the Auction to the following:
4. Payment of Purchase Price. In consideration of the sale,
transfer, conveyance and assignment of the Acquired Assets to
Purchaser, Purchaser agrees to pay Seller a total of $529,780.00
payable as follows (the "Purchase Price"):
a. Payment of $400,000.00 due in full on the Closing
Date; and
b. Payment of $129,780.00 paid in 24 monthly installments
of $5,407.50 per installment, with the first installment due by the
1st of the month occurring not less than 28 days after the Closing
Date.
The funds from the Sale received on the Closing Date, estimated to
be $400,000, will be deposited into a DIP bank account. Monthly
payments will also be deposited into the DIP bank account until the
bankruptcy case is closed.
A copy of the APA is available at https://tinyurl.com/2p85288b from
PacerMonitor.com free of charge.
About Peak Theory
Peak Theory Inc. is a Salt Lake City-based company, which owns and
operates retail stores.
Peak Theory sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Utah Case No. 22-23480) on Sept. 5,
2022, with between $100,000 and $500,000 in assets and between $1
million and $10 million in liabilities. Zac Park, president of
Peak
Theory, signed the petition.
Judge Joel T. Marker oversees the case.
The Debtor tapped Darren Neilson, Esq., at Parsons Behle & Latimer
as legal counsel and CFO Solutions LLC, doing business as Ampleo,
as accountant and financial advisor.
PHUNWARE INC: Auditors Raise 'Going Concern' Doubt
--------------------------------------------------
Houston, Texas-based Marcum LLP, Phunware Inc.'s auditor since
2018, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has a significant working
capital deficiency, 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.
Phunware reported a net loss of $50.89 million on $21.79 million of
net revenues for the year ended Dec. 31, 2022, compared to a net
loss of $53.52 million on $10.64 million of net revenues for the
year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $54.83 million in total
assets, $29.95 million in total liabilities, and $24.88 million in
total stockholders' equity.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1665300/000162828023010188/phun-20221231.htm
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
PILGRIM'S PRIDE: Moody's Rates New $500MM Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Pilgrim's Pride
Corporation's proposed $500 million 10-year senior unsecured notes.
Other ratings, including Pilgrim's Ba2 Corporate Family Rating, and
the Ba1 ratings on Pilgrim's senior secured revolving credit
facility due August 2026 and senior secured term loan due August
2026 are not affected. The company's Speculative Grade Liquidity
Rating remains SGL-1 and the outlook remains stable.
Proceeds from the proposed $500 million of senior unsecured notes
will be used to repay the remaining balance (approximately $480
million) of the company's senior secured term loan due August 2026.
Upon repayment of the senior secured term loan, Moody's plans to
withdraw its rating.
The refinancing is credit positive because it will extend the
maturity profile of the company and meaningfully reduce the amount
of secured debt in the capital structure. The $800 million senior
secured revolver expiring in August 2026 will be the only
substantive secured debt instrument in the capital structure.
Reducing the amount of secured debt increases financial flexibility
because the actions provides greater future capacity to utilize
assets to raise funds in the future if needed to support investment
and liquidity. The increase in cash interest expense is manageable
within the company's projected free cash flow and does not outweigh
these benefits.
The Ba1 revolver rating is not affected and continues to reflect a
one notch downward override to the Baa3 implied outcome based on
the loss given default model because Moody's believes the model
outcome adequately reflects expected recovery in the event of a
default.
Moody's took the following rating actions:
Assignments:
Issuer: Pilgrim's Pride Corporation
Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)
RATINGS RATIONALE
Pilgrim's Ba2 CFR is supported by its position among the world's
largest chicken processors, moderate financial leverage, very good
liquidity and, excluding exogenous disruptions, relatively stable
free cash flow. This reflects an operating strategy focused on
maximizing profitability and earnings stability through maintaining
efficient operations, improving product mix and leveraging customer
relationships. These focused efforts allow the company to at least
partially offset sector headwinds caused by external factors such
as biological risks, trade restrictions and government policies
that are largely out of its control. These strengths are balanced
against the company's focus in the cyclical chicken processing
industry, which is characterized by volatile earnings and modest
profit margins. The inherent earnings and cash flow volatility in
the sector requires very good liquidity to manage through weak
earnings periods. At the top of the cycle, Moody's expects
financial leverage to be very modest relative to comparably rated
companies. Conversely, at the bottom of the cycle, the company can
often have financial leverage that is well outside Moody's central
expectations for the rating for a limited period of time. The
financial policy of maintaining abundant access to cash and
external sources of liquidity helps the company manage through the
earnings volatility. Moody's evaluates Pilgrim's credit profile on
a stand-alone basis because the debt is not guaranteed by its
80%-shareholder JBS S.A. (JBS; Baa3 stable). Thus, the ratings are
not directly affected by the credit profile of JBS. However, the
strategic importance of Pilgrim's to JBS, as it provides protein
and geographic diversification, and potentially earnings stability,
is a positive credit factor because Pilgrim's does not pay a
dividend, at least a portion of earnings are being reinvested in
Pilgrim's growth and there is likely incentive for JBS to support
Pilgrim's through temporary cyclical slowdowns if necessary.
Pilgrim's Pride's ESG Credit Impact score is moderately negative
(CIS-3), reflecting its moderately negative governance risk and a
conservative financial policy that helps to partially mitigate its
highly negative exposure to environmental and social risks. The
main environmental risks for Pilgrim's Pride stem from its
significant reliance on water and natural capital in order to
produce chickens. Pilgrim Pride's social risk is driven mainly by
responsible production, as its poultry must adhere to food safety
and quality measures in order to prevent recalls or contamination.
The company's conservative financial policies and very good
liquidity provide financial flexibility to manage the environmental
and social risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The stable outlook reflects a fairly wide range of potential
earnings performance that is typical in the cyclical U.S. chicken
processing industry balanced against Pilgrim's very good liquidity.
Moody's nevertheless expects in the stable outlook that Pilgrim's
debt to EBITDA will be sustained in a range of 2.0x to 2.5x during
the next 12 to 18 months and that the company will maintain its
very good liquidity.
Pilgrim's ratings are constrained by the company's concentration in
chicken. However, the ratings could be upgraded if the company
enhances earnings stability through improvements in business and
product mix, debt to EBITDA is sustained below 2.0x, there is
continued improvement in the EBITDA margin, the company generates
consistent and comfortably positive free cash flow, and liquidity
sources (cash plus unused revolver commitment availability) are
maintained consistently above $1 billion.
The ratings could be downgraded if debt/EBITDA is sustained above
2.5x. Other events that could contribute to a downgrade include a
major leveraged acquisition or share buyback, deteriorating
industry conditions that lead to prolonged negative free cash flow,
or deteriorating liquidity such as cash plus unused revolver
commitment below $750 million. The ratings could also be downgraded
if legal, governance or other challenges at related entities,
including JBS S.A., negatively affect the risk profile of
Pilgrim's.
The principal methodology used in this rating was Protein and
Agriculture published in November 2021.
Headquartered in Greeley, Colorado, Pilgrim's Pride Corporation
(NASDAQ: PPC) is the second largest chicken processor in the world,
with operations in the United States, U.K., European Union, Mexico
and Puerto Rico. The company produces, processes, markets and
distributes fresh, frozen and value-added chicken products to
foodservice customers, distributors and retail operators worldwide.
Pilgrim's also is a leading integrated prepared pork supplier in
Europe.
For the last twelve-month period ended December 25, 2022, Pilgrim's
revenues totaled $17.5 billion. Pilgrim's Pride is controlled by
Sao Paulo, Brazil based JBS S.A. (Baa3 stable), the largest
processor of animal protein in the world. As of December 25, 2022,
JBS S.A. owns in excess of 80% of the outstanding common stock of
Pilgrim's.
PLUTO ACQUISITION I: Moody's Lowers CFR to Caa1, Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Pluto Acquisition I, Inc.'s
(d/b/a "AccentCare") ratings, including the Corporate Family Rating
to Caa1 from B3 and the Probability of Default Rating to Caa1-PD
from B3-PD. Moody's also downgraded the company's senior secured
first lien bank credit facility rating to Caa1 from B2. The rating
outlook remains negative.
The ratings downgrade reflects Moody's view that AccentCare's
operating performance has deteriorated including very high
financial leverage, pressured margins, and weak liquidity. Moody's
expects that AccentCare's credit metrics will remain strained as a
result of ongoing industry-wide clinical labor shortages and
certain reimbursement rate increases that may be insufficient in
offsetting inflationary cost pressures. Moody's also expects that
persistent inflationary cost pressures in a difficult operating
environment will result in further weakening of the company's
liquidity. As a result, Moody's believes that AccentCare's capital
structure could become increasingly unsustainable.
Social and governance risk considerations are material to the
rating action. AccentCare is negatively impacted by ongoing
industry-wide clinical labor shortages that have resulted in
elevated wage expenses and weaker operating performance. With
respect to governance, AccentCare's financial policies are very
aggressive with the company maintaining very high financial
leverage and weak liquidity.
Downgrades:
Issuer: Pluto Acquisition I, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD
from B3-PD
Senior Secured 1st Lien Term Loan, Downgraded to Caa1 (LGD3)
from B2 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility,
Downgraded to Caa1 (LGD3) from B2 (LGD3)
Outlook Actions:
Issuer: Pluto Acquisition I, Inc.
Outlook, Remains Negative
RATINGS RATIONALE
Pluto Acquisition I, Inc.'s (dba AccentCare) Caa1 Corporate Family
Rating reflects its very high financial leverage, modest scale
compared to larger peers, and moderate geographic diversification.
Moody's expects AccentCare's debt/EBITDA to remain at approximately
10 times for the next 12 to 18 months. In addition, the rating is
constrained by the company's negative free cash flow relative to
its high debt balances and high reliance on Medicare and Medicaid
reimbursement. AccentCare's rating is also constrained by ongoing
industry-wide clinical labor issues, resulting in elevated wage
inflation that is pressuring the company's margins.
AccentCare's rating is supported by the company's organic growth
prospects driven by growing demand for health services in the home
setting along with aging demographics, though tempered by
industry-wide clinical labor shortages. AccentCare also has a
strong competitive presence in Texas, supported by its
relationships with key medical centers. The rating is also
supported by the general low capital expenditure requirements which
provides substantial cost advantages compared to facility based
care.
Moody's expects AccentCare to have weak liquidity over the next 12
months. As of September 30, 2022, the company had approximately $17
million of cash on hand. However, Moody's expects the company to
generate negative free cash flow in the next 12 months, including
mandatory term loan amortization of approximately $9 million and
approximately $18 million of deferred payroll taxes due in the
fourth quarter of 2022. AccentCare has access to about $18 million
of its $40 million revolving credit facility, as well as
approximately $52 million on its $225 million asset based lending
facility with a current borrowing base limit of $192 million.
Moody's anticipates the company to have adequate cushion under its
springing first lien net leverage covenant on the revolver if it
were to be tested.
AccentCare's $40 million revolving credit facility expiring in June
2024 and $873.4 million ($862 million outstanding as of September
30, 2022) first lien term loan maturing in June 2026 are rated Caa1
(LGD3), which is the same as the company's Caa1 CFR. The first lien
revolving credit facility and term loan ratings also reflects the
senior position to the $282 million second lien term loan (unrated)
maturing in June 2027. The revolver and first lien term loan have
second priority lien on ABL priority collateral and first lien on
all other assets of the borrower and guarantors.
The outlook remains negative. Moody's expects AccentCare's adjusted
debt-to-EBITDA to remain very high over the next 12 to 18 months as
ongoing industry-wide clinical labor shortages continue to stress
margins and weaken liquidity.
ESG CONSIDERATIONS
AccentCare's ESG credit impact score is very highly negative
(CIS-5), reflecting its highly negative exposure to social risks
(S-4) in providing home healthcare amid ongoing social and
regulatory scrutiny as government and other payors seek ways to
reduce overall healthcare costs. The company relies heavily on
Medicare and Medicaid, which exposes it to regulatory and
reimbursement changes. The company is also exposed to both labor
pressures and wage inflation given its large workforce of both
skilled and unskilled employees. Exposure to governance
considerations is very highly negative (G-5), reflecting
AccentCare's very high financial leverage and aggressive financial
policies under private equity ownership.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if AccentCare demonstrates a notable
improvement in earnings quality evidenced by a return to EBITDA
growth along with a significant decrease in add-backs to EBITDA.
The ratings could also be upgraded if liquidity improves,
vis-à-vis a reduced reliance on external funding and consistently
positive free cash flow generation. Quantitatively, ratings could
be upgraded if leverage is below 7.5 times on a Moody's adjusted
basis.
Ratings could be downgraded if AccentCare experiences further
material operating disruptions or margin degradation. Negative
developments in Medicare or Medicaid reimbursement could result in
a ratings downgrade. Large debt-funded acquisitions or shareholder
distributions could result in a ratings downgrade. Substantial
weakening of liquidity, including further significant utilization
of the ABL facility or sustained negative free cash flow, could
also result in a ratings downgrade. Lastly, increasing likelihood
of debt impairment or actions that Moody's would deem a distressed
exchange and thus a default could also lead to a ratings
downgrade.
AccentCare is one of the largest for-profit home healthcare
providers in the U.S. The company offers home health, hospice and
personal care services ("PCS"). For the last twelve months ended
September 30, 2022, AccentCare generated revenues of approximately
$1.6 billion. The company is owned by private equity firm Advent
International.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
POINTE SCHOOLS: S&P Lowers 2015 Revenue Bond Rating to 'CC'
-----------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'CC' from 'B' on
the Phoenix Industrial Development Authority, Ariz.'s series 2015
education facility revenue bonds issued for Pointe Schools (f.k.a.
Pointe Education Services). The outlook is negative.
"The lowered rating reflects Pointe Schools' intent and agreement
with bondholders to defer its principal payment due July 1, 2023,"
said S&P Global Ratings credit analyst Peter Murphy.
On March 21, 2023, Pointe reached an agreement with a majority of
its series 2015 bondholders that will permit it to defer its July
1, 2023 principal payment for one year. Other terms of the
agreement include a waiver by the bondholder representative of past
events of default, and of acceleration due to the failure of Pointe
to meet its fiscal 2022 debt service coverage ratio requirement. In
addition, Pointe agreed to surrender its charter with the Arizona
State Board of Charter Schools, and to transition the operation of
two of its three schools to another charter school known as
Heritage Academy.
The negative outlook reflects our expectation that we will likely
lower the rating to 'D' on or about July 1, 2023, based on
management's agreement to defer its scheduled bond principal
payment.
S&P would lower the rating to 'D' once the scheduled bond principal
payment is deferred.
Beyond the one-year outlook period, S&P could consider a higher
rating should the school resume debt service payments in full and
on time.
PROFESSIONAL DIVERSITY: Incurs $2.6 Million Net Loss in 2022
------------------------------------------------------------
Professional Diversity Network, Inc. has filed with the Securities
and Exchange Commission its Annual Report on Form 10-K disclosing a
net loss attributable to the company of $2.60 million on $8.31
million of total revenues for the year ended Dec. 31, 2022,
compared to a net loss attributable to the company of $2.75 million
on $6.10 million of total revenues for the year ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $6.84 million in total assets,
$4.53 million in total liabilities, and $2.31 million in total
stockholders' equity.
Oak Brook, Illinois-based Sasetti LLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has incurred recurring
operating losses, has a significant accumulated deficit, and will
need to raise additional funds to meet its obligations and the
costs of its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Management Commentary
"The second half of fiscal 2022 proved to be challenging in our
industry as many tech companies, as well as companies in other
industries, were hit hard by the financial and economic impact of
the current economy. Hiring practices have slowed, but the need
for diversification in the workforce is still in demand. Even with
the current slowdown, we continue to build our infrastructure to be
ready when the economy rights itself," said Adam He, CEO of
Professional Diversity Network. "We still remain focused on
building up core operations, capitalizing on strategic
opportunities, and maximizing shareholder value. This is evident
with the acquisition of Expo Experts at the beginning of fiscal
2023, and the recently announced acquisition of an additional 20%
interest in RemoteMore in March 2023, bringing our current interest
in RemoteMore to approximately 66%, as well as increasing our
internal sales and support staff."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1546296/000149315223010178/form10-k.htm
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse individuals. Through the Company's online platforms and
partnerships, the Company provides hiring employers a means to
identify and acquire diverse talent and assist them with DEI
efforts.
PROPERTY HOLDERS: Court Allows $232K Sale of Cedar Rapids Property
------------------------------------------------------------------
Judge Thad J. Collins of the U.S. Bankruptcy Court for the Northern
District of Iowa approved Property Holders, Ltd.'s proposed sale of
the real property located at 2164 Blake BLVD. SE, Cedar Rapids,
Iowa, to Merecedez Bradley and Chandan Grayson-Pattar for $232,000,
cash.
The sale is free and clear of the mortgage lien of the Dupaco
Community Credit Union and the judgment lien of GreenState Credit
Union. The lien of the Dupaco Community Credit Union will attach to
the net sale proceeds upon release of its mortgage lien.
About Property Holders
Property Holders, LTD filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00744) on
Nov.
21, 2022. In the petition filed by Charles A. Davisson, its
president, the Debtor reported $2,771,431 in assets and $2,861,618
in liabilities as of Sept. 30, 2022.
Judge Thad J. Collins oversees the case.
The Debtor tapped Rush M. Shortley, Esq., as bankruptcy counsel
and
Tom Riley Law Firm, PLC as general civil counsel.
PROPERTY HOLDERS: Selling Cedar Rapids Property for $232K Cash
--------------------------------------------------------------
Property Holders, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Iowa to approve its proposed sale of the real
property located at 2164 Blake BLVD. SE, Cedar Rapids, Iowa, to
Merecedez Bradley and Chandan Grayson-Pattar for $232,000, cash.
A number of the properties are mortgaged to Dupaco Community Credit
Union (DPCU) and a number of the properties are mortgaged to
Greenstate Credit Union (GSCU).
On March 7, 2023, one of the Debtor's properties, the Property, was
sold for $232,000 on a purchase agreement for a cash sale and the
closing set for April 7, 2023, subject to approval of the sale by
the Court. The Property is mortgaged solely to DPCU. The closing
statement shows all estimated required payments out of escrow
leaving estimated net proceeds of $197,677.80 prior to payment to
DPCU on its mortgage lien.
The total amount due on the debt secured by the relevant mortgage
to DPCU is $108,917.61 principal and accrued interest as of Nov.
21, 2022. Based on a preliminary payoff statement provided by DPCU,
the estimated total due DPCU on the April 7, 2023 closing date will
be $111,060.42.
After satisfaction of DPCU's mortgage lien at closing, a balance of
approximately $86,617.38 would remain, subject to additional
closing costs being assessed in the final closing statement for the
sale and additional contractual late fees and other costs. The
net proceeds will be subject to DPCU's cross-collateralization
provisions present in the original contracts between the parties
and will be deposited into the cash collateral account established
at DPCU to hold the cash collateral funds in which DPCU has a
continuing lien interest to be used only in accord with 11 U.S.C.
Section 363(c)(2).
Although DPCU's mortgage lien is prior to any other liens on the
property excepting any real estate tax liens, the property's chain
of title shows it being subject to the liens of the in personam
judgments entered in the state court foreclosure/civil actions
brought against the Debtor by GSCU as detailed in Schedule D and
the Statement of Financial Affairs filed in the case. To clear the
title at the time of sale, it will be necessary for GSCU to provide
a release of its judgment liens as in the prior sales of properties
mortgaged to GSCU previously approved by the Court. GSCU has
consented to the sale and the relief requested and has agreed to
provide a release of its judgment liens at the closing of the
sale.
The Debtor believes the motion could properly be handled on an ex
parte basis. If the Court determines that an ex parte order
approving the sale would not be appropriate, the Debtor believes
the exigency of the circumstances of the sale pending one week from
the filing of the motion that a telephonic hearing would
appropriately be set for a date and time prior to the closing date
of April 7, 2023, allowing the Court to hear any objections prior
to the granting of an order approving the sale and prior to the
scheduled closing.
A copy of the Purchase Agreement is available at
https://tinyurl.com/9cwu8xvk from PacerMonitor.com.
About Property Holders
Property Holders, LTD filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00744) on
Nov.
21, 2022. In the petition filed by Charles A. Davisson, its
president, the Debtor reported $2,771,431 in assets and $2,861,618
in liabilities as of Sept. 30, 2022.
Judge Thad J. Collins oversees the case.
The Debtor tapped Rush M. Shortley, Esq., as bankruptcy counsel
and
Tom Riley Law Firm, PLC as general civil counsel.
PROVECTUS BIOPHARMACEUTICALS: Incurs $3.6 Million Net Loss in 2022
------------------------------------------------------------------
Provectus Biopharmaceuticals, Inc. has filed with the Securities
and Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $3.55 million on $989,042 of grant revenue for the year
ended Dec. 31, 2022, compared to a net loss of $5.54 million on $0
of grant revenue for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $2.04 million in total assets,
$8.26 million in total liabilities, and a total stockholders'
deficit of $6.23 million.
Los Angeles, CA-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
29, 2023, citing that the Company has a significant working capital
deficit, 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/315545/000149315223009563/form10-k.htm
About Provectus
Provectus Biopharmaceuticals, Inc. is a clinical-stage
biotechnology company developing immunotherapy medicines based on a
family of small molecules called halogenated xanthenes. The
Company's lead HX molecule is rose bengal sodium.
PULMATRIX INC: Incurs $18.8 Million Net Loss in 2022
----------------------------------------------------
Pulmatrix, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$18.84 million on $6.07 million of revenues for the year ended Dec.
31, 2022, compared to a net loss of $20.17 million on $5.17 million
of revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $40.95 million in total
assets, $9.84 million in total liabilities, and $31.11 million in
total stockholders' equity.
Ted Raad, chief executive officer of Pulmatrix commented, "2022 was
a year of significant progress for all of our development programs,
setting the stage for significant milestone accomplishments in
2023. In 2022, we completed the Phase 1b study of PUR1800 for acute
exacerbations in chronic obstructive pulmonary disease (AECOPD),
for which the data was presented this year. We also initiated and
completed a Phase 1 study of PUR3100, our orally inhaled
formulation of dihydroergotamine (DHE) for acute migraine, allowing
us to begin 2023 by announcing data that we believe illustrates a
potentially positive pharmacokinetic and pharmacodynamic profile
for PUR3100 –- including a rapid systemic exposure within the
targeted therapeutic range, and fewer side effects compared to
intravenous (IV) dosing. Finally, we prepared for a Phase 2b study
of PUR1900 in allergic bronchopulmonary aspergillosis (ABPA) and
announced the first patient dosed in Q1 2023. We are grateful for
the potential opportunity to positively impact patients with these
programs and are proud of the Company's accomplishments throughout
last year and into this year."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1574235/000149315223009609/form10-k.htm
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology. The Company's proprietary product
pipeline includes treatments for serious lung diseases such as
allergic ronchopulmonary aspergillosis and lung cancer, as well as
neurologic disorders such as acute migraine. Pulmatrix's product
candidates are based on iSPERSE, its proprietary engineered dry
powder delivery platform, which seeks to improve therapeutic
delivery to the lungs by maximizing local concentrations and
reducing systemic side effects to improve patient outcomes.
Pulmatrix reported a net loss of $19.31 million for the year ended
Dec. 31, 2020, a net loss of $20.59 million for the year ended Dec.
31, 2019, and a net loss of $20.56 million for the year ended Dec.
31, 2018.
* * *
This concludes the Troubled Company Reporter's coverage of
Pulmatrix until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
PURIFYING SYSTEMS: May Use Cash Collateral Thru May 30
------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Purifying Systems, Inc. to use
cash collateral on an interim basis in accordance with the budget
until May 30, 2023.
As previously reported by the Troubled Company Reporter, Wells
Fargo on December 29, 2016, loaned the principal amount of $1.178
million to Purifying Systems. The Loan is evidenced by, among other
instruments, a Promissory Note, Commercial Security Agreement,
UCC-1 filing(s), Subordination Agreement, Addendum to Subordination
Agreement, Modification Agreement, Deed of Trust and Mortgage.
As of Petition Date, Wells Fargo was owed $723,933, plus
post-petition interest, attorneys fees and costs.
The Court said the Debtor will pay directly to Wells Fargo the
monthly amount of $5,401 on the first day of each month thereafter
unless extended in writing by Wells Fargo.
A continued final hearing on the matter is set for May 30, 2023, at
10 a.m.
A copy of the order is available at https://bit.ly/3zpJZui from
PacerMonitor.com.
About Purifying Systems, Inc
Purifying Systems, Inc. provides equipment for any water treatment,
from water softeners and chemical pumps to reverse osmosis units.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-16301) on November
16, 2022. In the petition signed by Jaime I. Magana, secretary, the
Debtor disclosed up to $500,000 in assets.
Judge Barry Russell oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is the Debtor's legal counsel.
QUALITY HEATING: Files for Chapter 11 Bankruptcy
------------------------------------------------
Quality Heating & Air-Conditioning Company Inc. filed for chapter
11 protection in the District of Delaware.
The Debtor provides HVAC and sheet metal services across the
Delaware, Maryland, Pennsylvania, New Jersey and Virginia areas.
As of the Petition Date, the Debtor had secured debt of $9,080,358
as follows: Wilmington Savings Fund Society FSB, owed $7,080,358;
and Small Business Administration – Economic Injury Disaster
Loan, owed $2,000,000 The Debtor’s unsecured debt was
approximately $3,886,623.
The petition states that funds will not be available to unsecured
creditors.
Circumstances Leading to Chapter 11 Filing.
Prior to 2017, the Debtor enjoyed substantial success and was an
important company in a narrow, yet critical field within the
construction industry. Several factors have hampered the
Debtor’s ability to reach those levels of profitability. While
the core business is ripe for resuming success, the filing of this
bankruptcy case was necessary to address the problems that hindered
its success over the last several years.
A few factors led to the downturn. First, in early 2018, the
company was negotiating a possible sale of the business. As part
of the sale, the prospective purchaser encouraged the Debtor to bid
and take on additional projects in anticipation of the sale. As a
result, QHA increased its volume by 30%. However, after QHA bid
and procured an additional $10 million in volume, QHA's margins
began to decrease significantly. Ultimately, the prospective buyer
rescinded its offer to purchase QHA.
As a result, QHA was left with challenging and unprofitable
projects that it was left to complete at steady losses.
Further, the effects of the Covid-19 pandemic have also contributed
to the Debtor's losses. Substantial increases in labor and raw
materials costs have had a major impact on the Debtor's
performance. QHA has been working hard to overcome these issues
and while it recognizes that ultimately it will regain
profitability, it has substantial legacy debt that it needs to
address.
Finally, while QHA is strong and has a substantial asset base, most
of those assets are illiquid for the time being and QHA has been
unable to access those assets in order to reorganize outside of
this bankruptcy process.
About Quality Heating and Air Conditioning
Quality Heating and Air Conditioning Company, Inc., is
headquartered in Newport, Delaware and provides HVAC and sheet
metal services across the Delaware, Maryland, Pennsylvania, New
Jersey and Virginia areas. It specializes in the construction and
commercial industries and was founded over 50 years ago. It is
capable of all phases of sheet metal work and has worked on an
extensive variety of projects including new construction,
industrial, pharmaceutical, medical, educational, remodels and
design-build.
Its corporate headquarters is located at 31 Brookside Drive,
Wilmington, DE 19804.
Quality Heating and Air Conditioning sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-10354-KBO) on March 27, 2023. In the petition signed by Horace
Adam Wahl, III, president, the Debtor disclosed up to $50 million
in both assets and liabilities.
Ronald S. Gellert, Esq., at Gellert Scali Busenkell & Brown, LLC,
represents the Debtor.
REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility
-----------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her
ninth report regarding the quality of patient care provided at The
Landings of Columbus, which is operated by RHCSC Columbus AL
Holdings LLC, an affiliate of Regional Housing & Community Services
Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Landings of Columbus in
Georgia.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited the facility
on March 16. The ombudsman representative did not receive any
complaints from residents during this visit.
Residents expressed satisfaction with their care team and the care
received. They were well groomed and appropriately dressed and were
comfortable engaging with staff, the ombudsman representative
observed during the site visit. Moreover, the ombudsman
representative received no concerns about food supplies and
medications or medication security.
The patient care ombudsman is not aware of any significant change
in facility conditions or decline in resident care for this
personal care home since the last visit.
A copy of the ninth ombudsman report is available for free at
https://bit.ly/3M7oO83 from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Gainesville
-----------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her
ninth report regarding the quality of patient care provided at The
Landings of Gainesville, which is operated by RHCSC Gainesville AL
Holdings LLC, an affiliate of Regional Housing & Community Services
Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Landings of Gainesville in
Georgia.
In her ninth ombudsman report, Ms. McNeil noted no decline in
resident care at The Landings of Gainesville since the last visit.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited the facility
on March 21. The ombudsman representative did not receive any
complaints. The quality of care appeared to be good; he building
inside was very good; and staff is consistent and they seem to know
the residents well, according to the ombudsman representative.
A copy of the ninth ombudsman report is available for free at
https://bit.ly/3UieU5H from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome
---------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her
ninth report regarding the quality of patient care provided at The
Gardens of Rome, which is operated by RHCSC Rome AL Holdings LLC,
an affiliate of Regional Housing & Community Services Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Gardens of Rome in Georgia.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited The Gardens of
Rome facility on March 23. The ombudsman representative did not
receive any complaints on this visit. The quality of care appeared
to be good and residents expressed that they feel comfortable
addressing concerns with management, according to the ombudsman
representative.
The patient care ombudsman is not aware of any significant change
in facility conditions or decline in resident care for this
personal care home since the last visit.
A copy of the ninth ombudsman report is available for free at
https://bit.ly/3U2fdBe from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Gardens of Savannah
-------------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her
ninth report regarding the quality of patient care provided at The
Gardens of Savannah, which is operated by RHCSC Savannah AL
Holdings LLC, an affiliate of Regional Housing & Community Services
Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Gardens of Savannah in Georgia.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited the Gardens of
Savannah on March 21. In her report, the patient care ombudsman
said she is not aware of any significant change in facility
conditions or decline in resident care for this personal care home
since the last visit.
A copy of the ninth ombudsman report is available for free at
https://bit.ly/3GckL6F from PacerMonitor.com.
The ombudsman may be reached at:
Melanie S. McNeil, Esq.
2 Peachtree Street NW, 33rd Floor
Atlanta, GA 30303
Telephone: 404-657-5327(O)
404-416-0211 (Cell)
Facsimile: 404-463-8384
Email: Melanie.McNeil@osltco.ga.gov
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas
-------------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her
ninth report regarding the quality of patient care provided at The
Landings of Douglas, which is operated by RHCSC Douglas AL
Holdings, LLC, an affiliate of Regional Housing & Community
Services Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Landings of Douglas in Georgia.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited The Landings
of Douglas facility on March 20.
The ombudsman representative reported no decline in resident care
since the last visit. The facility was clean; food and supplies
were adequate; meds were properly secured; and staffing is stable,
the ombudsman representative noted during the site visit.
A copy of the ninth ombudsman report is available for free at
https://bit.ly/3lYDefV from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Social Circle
-------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her
ninth report regarding the quality of patient care provided at The
Gardens of Social Circle, which is operated by RHCSC Social Circle
AL Holdings LLC, an affiliate of Regional Housing & Community
Services Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Gardens of Social Circle.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited the facility
on February 6.
The patient care ombudsman reported no decline in resident care
since the last visit. The residents stated to the ombudsman
representative that they like the staff and the facility, which is
clean and tidy.
A copy of the ninth ombudsman report is available for free at
https://bit.ly/43ckHhd from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REVLON INC: Third Amended Joint Plan Confirmed by Judge
-------------------------------------------------------
Judge David S. Jones has entered findings of fact, conclusions of
law and order confirming the Third Amended Joint Plan of
Reorganization of Revlon, Inc. and its Debtor Affiliates.
The Debtors have proposed the Plan (including the Plan Supplement
and all other documents necessary or appropriate to effectuate the
Plan) in good faith and not by any means forbidden by law, thereby
satisfying section 1129(a)(3) of the Bankruptcy Code.
In determining that the Plan has been proposed in good faith, the
Court has examined the totality of the circumstances surrounding
the filing of the Chapter 11 Cases, the Plan itself, the
formulation of the Plan, the process leading to Confirmation, the
support of Holders of Claims in the Voting Classes for the Plan,
and the transactions to be implemented pursuant thereto. The Plan
was proposed with the legitimate and honest purpose of maximizing
the value of the Debtors' Estates and to effectuate a successful
reorganization of the Debtors.
Further, the Plan's classification, indemnification, settlement,
discharge, exculpation, release, and injunction provisions have
been negotiated in good faith and at arm's length, are consistent
with sections 105, 1122, 1123(b)(3)(A), 1123(b)(6), 1129, and 1142
of the Bankruptcy Code, and are each integral to the Plan,
supported by valuable consideration, and necessary to the Debtors'
successful reorganization. Accordingly, the requirements of section
1129(a)(3) of the Bankruptcy Code are satisfied.
The Plan gives effect to many of the Debtors' restructuring
initiatives, including implementing value-maximizing restructuring
transactions. Accordingly, the Debtors, the Released Parties, and
the Exculpated Parties have been, are, and will continue to be
acting in good faith if they proceed to: (a) consummate the Plan,
the Restructuring Transactions, and the agreements, settlements,
transactions, transfers, and other actions contemplated thereby,
regardless of whether such agreements, settlements, transactions,
transfers, and other actions are expressly identified by this
Confirmation Order; and (b) take the actions authorized, directed,
or contemplated by this Confirmation Order.
The Plan is also fair and equitable with respect to the Rejecting
Classes. Specifically, no Holder of Claims or Interests junior to
any Rejecting Class is receiving a distribution on account of such
Claim or Interest under the Plan, and no Class of Claims or
Interests is receiving more than a full recovery on account of its
Claims or Interests. The Plan, therefore, satisfies the
requirements of section 1129(b) of the Bankruptcy Code and may be
confirmed despite the fact that not all Impaired Classes have voted
to accept the Plan.
About Revlon Inc.
Revlon Inc. manufactures, markets and sells an extensive array of
beauty and personal care products worldwide, including color
cosmetics; fragrances; skin care; hair color, hair care and hair
treatments; beauty tools; men's grooming products; antiperspirant
deodorants; and other beauty care products. Today, Revlon's
diversified portfolio of brands is sold in approximately 150
countries around the world in most retail distribution channels,
including prestige, salon, mass, and online.
Since its breakthrough launch of the first opaque nail enamel in
1932, Revlon has provided consumers with high-quality product
innovation, performance and sophisticated glamour. In 2016, Revlon
acquired the iconic Elizabeth Arden company and its portfolio of
brands, including its leading designer, heritage and celebrity
fragrances.
Revlon is among the leading global beauty companies, with some of
the world's most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.
Revlon sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
22-10760) on June 15, 2022. Fifty affiliates, including Almay,
Inc, Beautyge Brands USA, Inc., and Elizabeth Arden, Inc., also
sought bankruptcy protection on June 15 and June 16, 2022.
Revlon disclosed total assets of $2,328,093,000 against total
liabilities of $3,689,240,395 as of April 30, 2022.
The Hon. David S. Jones is the case judge.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as
bankruptcy counsel; Mololamken, LLC as special litigation counsel;
PJT Partners, LP as investment banker; KPMG, LLP as tax services
provider; and Alvarez & Marsal North America, LLC as restructuring
advisor. Robert M. Caruso and Matthew Kvarda of Alvarez & Marsal
serve as the Debtors' chief restructuring officer and interim chief
financial officer, respectively. Meanwhile, Kroll Restructuring
Administration, LLC is the Debtors' claims agent and administrative
advisor.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on June 24, 2022. Brown Rudnick, LLP, Province,
LLC and Houlihan Lokey Capital, Inc. serve as the committee's legal
counsel, financial advisor and investment banker, respectively.
RISING TIDE: Moody's Assigns 'Ca' Rating to 1st Lien Term Loan 1A
-----------------------------------------------------------------
Moody's Investors Service assigned a Ca rating to Rising Tide
Holdings, Inc.'s ("West Marine") senior secured first lien term
loan 1A and assigned a C rating to both the senior secured first
lien term loan 1B and second lien term loan 2A. At the same time,
Moody's affirmed West Marine's Caa2 corporate family rating and
Caa2-PD/LD probability of default rating, and appended the PDR with
the "/LD" (limited default) designation reflecting the close of the
company's debt exchange. Since the exchange closed with full
participation, Moody's withdrew ratings for the company's existing
senior secured first lien term loan and senior secured second lien
term loan. The outlook remains negative.
The assignments and affirmation reflect governance considerations
which include the successful completion of the debt exchange as
previously outlined. Moody's views this transaction as a distressed
exchange, which is an event of default under Moody's definition.
Moody's will remove the /LD designation from the PDR in three
business days.
The affirmation also reflects that despite the cash savings
expected from the reduction of interest and amortization payments,
a turnaround in performance is paramount in order to improve West
Marine's free cash flow. West Marine's leverage will remain
extremely high and interest coverage will remain weak.
Assignments:
Issuer: Rising Tide Holdings, Inc.
Backed Senior Secured 1st Lien Term Loan, Assigned Ca (LGD5)
Backed Senior Secured 1st Lien Term Loan, Assigned C (LGD6)
Backed Senior Secured 2nd Lien Term Loan, Assigned C (LGD6)
Affirmations:
Issuer: Rising Tide Holdings, Inc.
Corporate Family Rating, Affirmed Caa2
Probability of Default Rating, Affirmed Caa2-PD /LD (/LD
appended)
Withdrawals:
Issuer: Rising Tide Holdings, Inc.
Senior Secured 1st Lien Term Loan, Withdrawn, previously rated C
(LGD6)
Senior Secured 2nd Lien Term Loan, Withdrawn, previously rated C
(LGD6)
Outlook Actions:
Issuer: Rising Tide Holdings, Inc.
Outlook, Remains Negative
RATINGS RATIONALE
West Marine's Caa2 CFR is constrained by its very high Moody's
adjusted debt/EBITDA of almost 18x, free cash flow deficits,
limited committed external sources of liquidity and high
seasonality. The company operates in the marine aftermarket
industry which is highly fragmented and very competitive. West
Marine's business shows some cyclicality with the discretionary
nature of boating and marine aftermarket products. However,
performance through downturns has proved to be more resilient than
actual boat sales as these products have shorter replacement lives.
In 2022, West Marine faced significant operational issues that it
needs to quickly address under new management in order to restore
its free cash flow and earnings while continuing to face a
difficult supply chain and inflationary environment. West Marine's
credit profile is supported by its strong brand awareness and large
scale relative to its competitors in the marine aftermarket
industry with over 230 hub and service center locations across the
US and Puerto Rico. West Marine's capital structure is long dated
with its nearest debt maturity not until its asset-based revolver
and FILO expires in 2026.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if operating performance improves
leading to free cash flow to approach at least a breakeven level
and credit metrics strengthen such that EBITA/interest approaches
1.0x. An upgrade would also require at least adequate liquidity.
The ratings could be downgraded if liquidity further deteriorates,
operating performance does not improve or if the likelihood of
default increases for any reason.
Rising Tide Holdings, Inc. ("West Marine") is a specialty marine
aftermarket retailer that operates 236 hub and service center
locations in the US and Puerto Rico under the West Marine brand
name as well as two e-commerce websites reaching consumers and
professional customers as of April 2021. West Marine is controlled
by investment funds affiliated with L Catterton. Net revenue for
the LTM period ending October 1, 2022, was approximately $740
million.
The principal methodology used in these ratings was Retail
published in November 2021.
RIVERBED TECHNOLOGY: Gets One More Month for Forbearance Agreement
------------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that Riverbed Technology Inc.
inked a one-month extension to its forbearance agreement with
lenders, pushing out the reprieve to the end of April 2023,
according to people with knowledge of the matter.
The San Francisco-based information technology company has been
exploring strategic options, including potential asset sales,
Bloomberg earlier reported. Some of the lenders to the firm
continue to hold confidential talks with the company amid liquidity
issues, according to the people, who asked not to be identified
because the matter is private.
About Riverbed Technology
Apollo-backed Riverbed Technology Inc. provides application
performance monitoring, cloud migration, network performance
monitoring, and security solutions. Riverbed Technology serves
customers globally.
Riverbed Technology and its affiliates previously sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 21-11503) on Nov. 16,
2021. Riverbed Technology in December 2021, secured bankruptcy
court approval of its reorganization plan that reduces its debt by
$1.1 billion. Just 17 days after the company filed for Chapter 11
protection, U.S. Bankruptcy Judge Craig Goldblatt in Wilmington,
Delaware, signed off on Riverbed's prearranged plan backed by its
senior lenders and owners, private equity fund Thoma Bravo and the
Ontario Teachers' Pension Plan. Under the plan, holders of $799
million in junior debt, including Apollo Capital Management, will
take over the reorganized company for recoveries of 40%. Senior
lenders will see full recoveries in the form of new debt and
equity. The Plan also provides for $100 million in new equity
capital.
In the prior Chapter 11 case, Kirkland & Ellis and Pachulski Stang
Ziehl & Jones, LLP serve as the Debtors' bankruptcy counsel. The
Debtors also tapped Alixpartners, LLC as financial advisor, and GLC
Advisors & Co., LLC and GLCA Securities, LLC as investment bankers.
Stretto is the claims, noticing and administrative agent.
S&S SENIOR HOUSING: Case Summary & Six Unsecured Creditors
----------------------------------------------------------
Debtor: S&S Senior Housing of Louisburg LLC
302 W.I. Parkway
Dallas, GA 30132
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: April 5, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-40498
Debtor's Counsel: Cameron M. McCord, Esq.
JONES & WALDEN, LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Email: info@joneswalden.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth Mark Simons as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/SAXZJUQ/SS_Senior_Housing_of_Louisburg__ganbke-23-40498__0001.0.pdf?mcid=tGE4TAMA
SALISBURY BANCORP:Continues to Defend Reinhardt Class Suit
-----------------------------------------------------------
Salisbury Bancorp Inc. disclosed in its Form 8-K Report filed with
the Securities and Exchange Commission on April 3, 2023, that the
Company continues to defend itself from the Reinhardt class suit in
the Superior Court of the Judicial District of Litchfield,
Connecticut.
A purported class action lawsuit had been filed against Salisbury,
NBT and each of the members of the board of directors of Salisbury
in the Superior Court of the Judicial District of Litchfield,
Connecticut captioned Reinhardt v. Salisbury Bancorp, Inc., et. al.
(LLI-CV-23-6032958S), filed on March 17, 2023. The Complaint
alleges that the named directors of Salisbury breached their
fiduciary duties by approving the Merger Agreement through an
unfair and flawed process and by failing to make complete and
accurate disclosures regarding this process and that Salisbury and
NBT aid and abetted the alleged breaches. It seeks to enjoin the
merger and requests attorneys' fees and damages in an unspecified
amount.
NBT and Salisbury believe these allegations are without merit and
intend to defend against them vigorously.
Salisbury Bancorp, Inc. is the holding company for Salisbury Bank &
Trust. The Bank provides commercial lending, consumer lending,
personal trust services, and safe deposit box facilities to
customers in Connecticut. [BN]
SANUWAVE HEALTH: Incurs $10.3 Million Net Loss in 2022
------------------------------------------------------
SANUWAVE Health, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$10.29 million on $16.74 million of revenue for the year ended Dec.
31, 2022, compared to a net loss of $27.26 million on $13.01
million of revenue for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $19.87 million in total
assets, $60.88 million in total liabilities, and a total
stockholders' deficit of $41.01 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has incurred recurring losses and
needs to raise additional funds to meet its obligations and sustain
its operations and the occurrence of the events of default on the
Company's debt. 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/1417663/000114036123015331/brhc10050349_10k.htm
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is a shock wave
technology company using a patented system of noninvasive,
high-energy, acoustic shock waves for regenerative medicine and
other applications. The Company's initial focus is regenerative
medicine utilizing noninvasive, acoustic shock waves to produce a
biological response resulting in the body healing itself through
the repair and regeneration of tissue, musculoskeletal, and
vascular structures.
SCHAFFNER PUBLICATIONS: Court OKs Interim Cash Collateral Access
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized Schaffner Publications Inc. 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 continue its
business operations.
The entities that may hold an interest in the Debtor's property,
including an interest in cash collateral as that term is defined
under 11 U.S.C. section 363 are:
Croghan Colonial Bank;
United States Small Business Administration;
Ogden News Publishing of Ohio, Inc.;
OnDeck;
Kalamata Capital Group; and
Rapid Finance .
As adequate protection to Croghan:
(a) The Debtor will continue to make to Croghan the Croghan
Payment in the monthly amount of $188, or such other amount as
required under the Croghan Loan Documents.
(b) In addition to any security interests preserved by section
552(b) of the Bankruptcy Code and, to the extent the stay or the
Debtor's use, sale, or lease of Croghan's collateral results in a
decrease in the value of Croghan's interest in its collateral,
Croghan will be granted a post-petition perfected security interest
under section 361(2) of the Bankruptcy Code to the same extent and
with the same priority as Croghan held on a prepetition basis in
the Debtor's property.
As adequate protection to the SBA:
(a) The Debtor will continue to make to the SBA the SBA
Payment in the monthly amount of $448.
(b) In addition to any security interests preserved by section
552(b) and, to the extent the stay or the Debtor's use, sale, or
lease of the SBA's collateral results in a decrease in the value of
the SBA's interest in its Collateral, the SBA will be granted a
post-petition perfected security interest under section 361(2) to
the same extent and with the same priority as the SBA held on a
prepetition basis in the Debtor's property.
As adequate protection to Ogden:
(a) The Debtor will continue to make to Ogden the Ogden
Payment in the monthly amount of $2,500, or such other amount as
required under the Ogden Loan Documents.
(b) In addition to any security interests preserved by Section
552(b) and, to the extent the stay or the Debtor's use, sale, or
lease of Ogden collateral results in a decrease in the value of
Ogden's interest in its Collateral, Ogden will be granted a
post-petition perfected security interest under section 361(2) to
the same extent and with the same priority as Ogden held on a
prepetition basis in the Debtor's property.
OnDeck, Kalamata and Rapid Finance are granted a postpetition
perfected security interest under section 361(2) to the same extent
and with the same priority as such creditors held on a prepetition
basis in the Debtor's property.
A further hearing on the matter is set for May 2, 2023 at 10: 30
am.
A copy of the order is available at https://bit.ly/40CucEo from
PacerMonitor.com.
About Schaffner Publications Inc.
Schaffner Publications Inc. is the publisher of a local newspaper,
The Beacon. The Beacon began publishing in February of 1983.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-30489) on March 27,
2023. In the petition signed by John Schaffner, president, the
Debtor disclosed up to $10 million in assets and up to $500 in
liabilities.
Judge Mary Ann Whipple oversees the case.
Eric Neuman, Esq., at Diller and Rice, LLC, represents the Debtor
as legal counsel.
SINCLAIR TELEVISION: Business Reorg. No Impact on Moody's Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service said Sinclair Television Group, Inc.'s
("STGI" or the "company") Ba3 Corporate Family Rating, Ba2 ratings
on the senior secured debt, B2 ratings on the senior unsecured
notes and stable outlook are not impacted by the parent's, Sinclair
Broadcast Group, Inc. ("SBGI"), recent announcement that it intends
to create a new holding company called Sinclair, Inc., which will
become the publicly traded parent of SBGI and its direct
subsidiary, STGI.
The new holding company structure is slightly credit negative
because it results in loss of EBITDA that currently helps service
the debt at STGI. The reorganization involves separating and
transferring certain assets that are currently owned, managed
and/or operated by SBGI or STGI from the traditional broadcast
assets. Under the new structure, these other assets will be held by
a new subsidiary called Sinclair Ventures, which will become a
direct subsidiary of Sinclair, Inc. Among the businesses that will
transfer from SBGI to Sinclair Ventures are Compulse, a marketing
technology and managed services company, and Tennis, which operates
the Tennis Channel and has telecast rights to major tennis
tournaments, including the US Open, Wimbledon and the French Open.
Both are currently included in the collateral package for the
secured debt residing at STGI, which means lenders will no longer
benefit from the earnings and cash flows they produce. Pro forma
for the deconsolidation of Compulse and Tennis, Moody's estimates
STGI's one-year leverage metric, as measured by total debt to
EBITDA as of December 31, 2022, will increase to roughly 4.6x from
4.3x (as calculated and adjusted by Moody's). The Compulse and
Tennis asset transfers will be permitted restricted payments under
the credit agreement.
The other assets transferring to Sinclair Ventures are not part of
STGI's collateral package and represent an assortment of diverse
businesses including technical and software services companies,
intellectual property for the advancement of broadcast technology,
and other media and non-media related businesses and assets (i.e.,
real estate, venture capital, private equity and direct
investments). Management's rationale for creating a separate entity
to house these varied media and non-media assets is to facilitate
access to financing away from the core broadcasting business and
unlock future value and growth potential. The reorganization will
be executed via a share exchange and subject to shareholder
approval at a special meeting to be held in Q2 2023.
Founded in 1986 and headquartered in Hunt Valley, MD, Sinclair
Television Group, Inc., is the primary operating subsidiary of
Sinclair Broadcast Group, Inc., a leading US television
broadcaster. As of December 31, 2022, the company owns and/or
operates 185 television stations in 86 markets across the U.S. The
station group reaches approximately 25% of the US population
(taking into account the UHF discount). The affiliate mix is
diversified across primary and digital sub-channels and includes
all of the big four networks ABC, CBS, NBC, and FOX. Members of the
Smith family exercise control over most corporate matters of SBGI,
with four of the nine board seats and approximately 80.8% of voting
rights (through the dual class share structure). Consolidated net
revenue totaled roughly $3.4 billion for the fiscal year ended
December 31, 2022.
SUMMER AVE: Court OKs Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Summer Ave, LLC to use cash collateral on the same terms
and conditions through the effective date of confirmation.
As previously reported by the Troubled Company Reporter, the
creditors that claim security interests in the Debtors' properties
are Community Loan Servicing, LLC and Belvidere Capital, LLC.
As adequate protection for any diminution in value as a result of
the Debtor's use of cash collateral, all secured creditors were
granted replacement liens and security interest to the same extent,
validity, and enforceability of their perfected security interests
as of the petition date not subject to avoidance.
About Summer Ave, LLC
Summer Ave, LLC is a limited liability company that owns commercial
property, consisting of three buildings and two parking lots, each
on a separate parcel, with building addresses of (i) 431-435 White
Street, (ii) 429 White Street and 752 Sumner Avenue, and (iii) 760
Sumner Avenue, Springfield, Massachusetts.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 22-30140) on April 28,
2022. In the petition signed by Louis Masaschi, manager, the Debtor
disclosed $778,100 in assets and $4,058,600 in liabilities.
Judge Elizabeth D. Katz oversees the case.
The Law Offices of Louis S. Robin represents the Debtor as
counsel.
T-ROLL CONSTRUCTION: Commences Subchapter V Case
------------------------------------------------
T-Roll Construction Inc. filed for Chapter 11 protection in the
District of Colorado. The Debtor elected on its voluntary petition
to proceed under Subchapter V of chapter 11 of the Bankruptcy
Code.
T-Roll generates revenue by performing construction services, which
include, but are not limited to excavation, earthwork, surface
paving, infrastructure pipeline repairs, and carpentry.
During the bankruptcy case, T-Roll intends to maximize the value of
the bankruptcy estate by continuing to operate, evaluate whether to
liquidate any assets of the bankruptcy estate, and eliminate all
unnecessary expenditures.
According to court filings, T-Roll estimates between $1 million and
$10 million in debt owed to 1 to 49 creditors. The petition states
that funds will be available to unsecured creditors.
About T-Roll Construction
T-Roll Construction, Inc., sought protection under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No.
23-11154) on March 24, 2023.
In the petition signed by Seth Cvancara, owner and chief executive
officer, the Debtor disclosed up to $10 million in both assets and
liabilities.
Joli A. Lofstedt has been appointed as Subchapter V trustee.
Stephen Berken, Esq., at Berken Cloyes, PC, is the Debtor's legal
counsel.
TERRA STATE: Moody's Alters Outlook on B1 Issuer Rating to Stable
-----------------------------------------------------------------
Moody's Investors Service has revised Terra State Community
College's (OH) outlook to stable from negative and affirmed its B1
issuer and underlying ratings as well as its Aa2 enhanced rating.
The college has total outstanding debt of approximately $31
million.
RATINGS RATIONALE
The outlook revision to stable from negative on Terra State
Community College's (TSCC) issuer rating is largely driven by
Moody's expectations that ongoing budget adjustments and solid
state financial support will aid in the preservation of the
college's very thin levels of unrestricted liquidity. Further,
enrollment gains in the recent fall semester provide for stable
year-over-year net tuition revenue in fiscal 2023 and signal
positive momentum in the recently introduced program initiatives.
The outlook revision also incorporates evidence that the project
partner of a closely affiliated student housing project that is
currently in forbearance will not exercise any of its default
remedies included in the contractual agreements. If this were to
change, the college could be subject to substantial immediate
payment obligations to the project partner depending on the
enforceability and terms of a guarantee set forth in a contractual
agreement.
The affirmation of Terra State Community College's B1 issuer rating
incorporates its significant financial challenges, and heightened
exposure to credit risk through its close financial and strategic
ties to an underperforming student housing project that is
currently in forbearance, while also acknowledging its important
regional role. Favorable operating and capital support from the
State of Ohio (Aa1 positive) continues to be credit additive.
However, the college's small scope of operations and continuing
student market challenges will continue to contribute to sizeable
operating deficits. Further, modest financial reserve levels,
including very thin unrestricted liquidity, provide for significant
constraints to responding to financial difficulties. Aside from the
student housing project, the college also has outsized adjusted
leverage from its direct debt obligations and large unfunded net
pension liability.
The affirmation of the B1 underlying revenue bond rating
incorporates the issuer rating and the relative broad array of
pledged revenue.
The affirmation of the Aa2 enhanced revenue bond rating is based on
the strength of the Ohio Board of Regents Community and Technical
College Credit Enhancement Program (Aa2 positive), strong coverage
of debt service from interceptable revenue, and the transaction
structure.
RATING OUTLOOK
The stable outlook reflects Moody's expectations that management
will continue to enact the necessary budget adjustments to sustain
stable unrestricted liquidity. It also incorporates Moody's
expectations that the event of default remedies under the
privatized student housing Forbearance Agreement are unlikely to be
exercised over the outlook period.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
Sustained strengthening in operating performance, leading to
steady growth in wealth and liquidity
Significant improvement in student demand, contributing to
material growth in revenue base and sustainably stronger
performance of the privatized student housing project
For the enhanced rating, an upgrade of the Ohio Board of Regents
Community and Technical College Credit Enhancement Program
whilemaintaining strong debt service coverage from state
appropriations
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Requirement that the college use its own resources to fully cover
base rent payments and forbearance deficiencies
Erosion in operating performance leading to a further decline in
the already minimal unrestricted liquidity
Pullback on financial support provided by the State of Ohio
For the enhanced rating, a downgrade of the Ohio Board of Regents
Community and Technical College Credit Enhancement Program or
erosion in debt service coverage from state appropriations
LEGAL SECURITY
All rated securities are General Receipt Bonds which are secured by
a gross pledge and first lien on the college's general receipts,
including tuition and fees, and other legally available revenue,
but excluding state appropriations, and restricted gifts and
grants.
In addition to the general receipts pledge for the bonds, the bonds
are secured by the Ohio Board of Regents Community and Technical
College Credit Enhancement Program, which allows the Chancellor of
the Ohio Department of Higher Education to redirect the college's
state aid in the form of SSI to the bond trustee to pay debt
service if there is a shortfall in general receipts revenue.
PROFILE
TSCC is a small community college in rural northwest Ohio, serving
a five county service area at its campus in Fremont, Ohio.
Established in 1968 as a technical institute, TSCC now offers a
number of associate degree programs and professional certificates.
Higher demand programs include engineering, welding, HVAC,
electrical, and the transfer program. The college serves just over
2,200 headcount students and generated total operating revenue of
$18.6 million in fiscal 2022.
METHODOLOGY
The principal methodology used in the issuer and underlying ratings
was Higher Education Methodology published in August 2021.
TIMOTHY D. RIEDEL: Selling Single Family Home in Phoenix for $650K
------------------------------------------------------------------
Timothy Dean Riedel and Ann J. Ridel ask the U.S. Bankruptcy Court
for the District of Arizona to authorize the sale of their real
property located at 5327 E. Pinchot Ave., in Phoenix, Arizona
85018, legally described as Lot 74 Sherwood Towne Tract A MCR
005732, to Salt River Equity, LLC, for $650,000 or such higher
offers received.
The property was acquired by Mr. Riedel on Dec. 10, 2004 as his
sole and separate property. Later that same day, he conveyed the
property to himself and his wife Ann J. Riedel.
On July 3, 2006 a Deed of Trust was issued to "Timothy D. Riedel
and Ann J. Riedel, husband and wife, as community property with
right of survivorship." The property was refinanced on Dec. 13,
2006 to the predecessor of the first mortgage holder. The Deed of
Trust listed the grantors as Timothy D. Riedel and Ann. J. Riedel,
husband and wife.
The Real Property consists of a single family home.
The following entities hold an interest in the Real Property:
a. Lakeview Loan Servicing, LLC (Mortgage) - $395,818.43, to
be paid in full at closing
b. Maricopa County Treasurer (Property taxes) - $2,655.82, to
be paid in full at closing
c. Greater Nevada Credit Union - $66,590, to be paid in full
at closing
The Real Property will be sold for $650,000 or such higher offers
received. Anyone desiring to view the property will contact the
listing real estate agent, Debbie Pontikas at 480-335-8604. The
sale is subject to higher and better bids.
There was an appraisal of the Real Property on Sept.8, 2022 for
$795,000. The Real Property has been on the market since July of
2022 and under contract 4 times prior to the present contract.
Given the length of time on the market, the Debtors believe
$650,000 is fair market value for the Real Property given its
present condition.
The Debtors have moved for the approval of Debbie Pontikas as the
Court approved real estate agent. The contract provides for real
estate commissions of 5%.
Juno Financial LLC holds a judgment against Contigo Products, LLC
and Timothy Riedel. Mrs. Riedel is not a party to the judgment and
the marital community is not a party to the judgment. Maricopa
County Treasurer will be paid in full at closing for any property
tax owing.
The proceeds from the sale of the Real Property will be used to pay
the following entities at closing:
a. Lakeview Loan Servicing, LLC (Mortgage) -
$395,818.43(pursuant to POC #14) plus accruing interest
b. Maricopa County Treasurer (Property taxes) - $2,655.82
(estimated property tax owing)
c. Hold Back for Administrative Expenses - $50,000
d. Greater Nevada Credit Union - $66,590
e. Debtors Timothy and Ann Riedel - Remaining Proceeds
The Property will be sold free and clear of the following interests
because it is the Debtors' understanding that these creditors
assert no interest in the property. Indeed, Juno Financial LLC has
filed an unsecured Proof of Claim in this bankruptcy. Therefore,
the Motion proposes to pay Juno nothing from the sale.
The Debtors asks entry of an order approving the sale of the Real
Property to the Buyer for $650,000 r such higher and better offers
as may be received, authorizing them to close the sale transaction
in accordance with the terms and conditions of the Purchase
Contract, authorizing the payment of all closing costs, escrow
fees, property taxes, and real estate commissions, with the balance
of the net sale proceeds to be paid to the entities holding
interest in Real Property.
A copy of the Purchase Contract is available at
https://tinyurl.com/bddyvskr from PacerMonitor.com free of charge.
Timothy Dean Riedel and Ann J Ridel sought Chapter 11 protection
(Bankr. D. Ariz. Case No. 22-04684) on July 18, 2022. The Debtors
tapped Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. as
counsel.
TRANS-LUX CORP: Swings to $323K Net Income in 2022
--------------------------------------------------
Trans-Lux Corporation has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing net income of
$323,000 on $21.66 million of total revenues for the year ended
Dec. 31, 2022, compared to a net loss of $4.97 million on $11.35
million of total revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $9.41 million in total assets,
$19.74 million in total liabilities, and a total stockholders'
deficit of $10.32 million.
New Haven, CT-based Marcum LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated March
31, 2023, citing that Company has a significant working capital
deficiency, 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/99106/000151316223000046/tnlx-20221231.htm
About Trans-Lux
Headquartered in New York, New York, Trans-Lux Corporation --
http://www.trans-lux.com-- designs and manufactures TL Vision
digital video displays for the financial, sports and entertainment,
gaming, education, government, and commercial markets. With a
comprehensive offering of LED Large Screen Systems, LCD Flat Panel
Displays, Data Walls and scoreboards (marketed under Fair-Play by
Trans-Lux), Trans-Lux delivers comprehensive video display
solutions for any size venue's indoor and outdoor display needs.
TRIMED HEALTHCARE: Starts Subchapter V Bankruptcy Case
------------------------------------------------------
TriMED Healthcare LLC filed for chapter 11 protection in the
Eastern District of Pennsylvania. The Debtor elected on its
voluntary petition to proceed under Subchapter V of chapter 11 of
the Bankruptcy Code.
The Debtor is a duly-licensed entity located at 5 Neshaminy
Interplex in the Feasterville-Trevose area, engaged in the business
of providing non-clinical in-home care services to seniors and
other ailing adults in Pennsylvania.
The instant bankruptcy filing is the result of a significant amount
of debt and the pressure of certain creditors to get paid.
Accordingly, by this filing, the Debtor intends to reorganize its
business and pay its creditors over time through a plan of
reorganization
According to court filings, TriMED Healthcare estimates between $1
million and $10 million in debt owed to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
May 1, 2023 at 2:00 p.m. in Room Telephonically on telephone
conference line: 877.685.3103 (participant passcode: 6249335).
The Debtor has filed a motion for a 30-day extension of the 14-day
deadline to file the Schedules of Assets and Liabilities, the
Statement of Financial Affairs and the other documents.
About TriMED Healthcare
TriMED Healthcare LLC -- https://www.trimedhealthcare.net --
provides an array of home care services for those who have
disabilities or simply require a companion. Its services include
personal care, respite care, friendly reassurance, and intermittent
chore assistance.
TriMED Healthcare LLC filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Penn. Case No.
23-10847) on March 24, 2023. In the petition filed by Beverley
George-Jordan, as president, the Debtor reported assets and
liabilities between $1 million and $10 million each.
The Honorable Bankruptcy Judge Patricia M Mayer oversees the case.
Leona Mogavero, Esq., has been appointed as Subchapter V trustee.
The Debtor is represented by:
Frank S. Marinas, Esq.
Maschmeyer Marinas P.C.
5 Neshaminy Interplex
Suite 307
Feasterville Trevose, PA 19053
Tel: (610) 296-3325
Email: Fmarinas@msn.com
TRIPLE B INVESTMENTS: Spicer Buying Dunedin Property for $1.63MM
----------------------------------------------------------------
Triple B Investments, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to sell its ownership
interest in real property located at 240 Causeway Boulevard, in
Dunedin, Florida 34698, to Thomas Spicer for $1,625,000.
On Schedule A/B to its Voluntary Petition, the Debtor scheduled an
ownership interest in the Real Property.
On March 26, 2023, the Debtor executed a Commercial Contract
through which it intends to sell the Real Property to the Purchaser
for the sum of $1,625,000 in accordance with the terms of their
Commercial Contract. The closing of the sale of the property is
presently set to occur by May 31, 2023.
Upon information and belief, the only parties who may claim liens
against the Real Property are American Momentum Bank, the Pinellas
County Tax Collector, and Buddy D. Ford, P.A. ("Secured
Claimants"). All of the claims of the Secured Claimants will be
paid in full at closing.
The proposed sale of the Real Property is not in the ordinary
course of business. The Debtor proposes to sell the Real Property
"as is" and "where is" pursuant to 11 U.S.C. Section 363(b).
The proposed sale is on fair and equitable terms and is in the best
interest of the bankruptcy estate and its creditors.
The Debtor requests that the 14-day stay required under Bankruptcy
Rule §6004(h) be waived, and that any order granting this motion
is effective immediately upon entry.
A copy of the Commercial Contract is available at
https://tinyurl.com/yc5sy5mh from PacerMonitor.com free of charge.
About Triple B Investments
Triple B Investments, LLC is an investment management company
based
in Florida. It conducts business under the name Barracuda Bob's
Island Surf and Sports.
Triple B Investments sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06007) on Aug. 6,
2020. At the time of the filing, the Debtor disclosed up to $1
million in both assets and liabilities.
Judge Michael G. Williamson oversees the case.
The Debtor tapped Buddy D. Ford, PA as legal counsel and Frederick
T. Reeves, PA as special counsel.
On April 19, 2021, the Debtor's Plan of Reorganization was
confirmed.
TUESDAY MORNING: Committee Taps Fox Rothschild as Co-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 Fox
Rothschild, LLP.
The firm will serve as co-counsel with Lowenstein Sandler, LLP, the
committee's lead bankruptcy counsel. Its services will include:
a. assisting Lowenstein in advising and representing the
committee with respect to the administration of the Debtors'
Chapter 11 cases and the exercise of oversight with respect to the
Debtors' affairs, including all issues arising from or impacting
the Debtors, the committee or the Chapter 11 cases;
b. serving as conflicts counsel;
c. assisting the committee in maximizing the value of the
Debtors' assets for the benefit of all creditors;
d. advising Lowenstein and the committee on practice and
procedure before the bankruptcy court and regarding Local Rules and
local practice;
e. appearing before the bankruptcy court; and
f. other necessary legal services.
The firm will be paid at these rates:
Trey Monsour, Partner $760 per hour
Joseph Caneco, Associate $480 per hour
Robin I. Solomon, Paralegal $435 per hour
Marcia Steen, Paralegal $400 per hour
Partners $480 - $995 per hour
Counsel $560 - $780 per hour
Associates $355 - $580 per hour
Paraprofessionals $130 - $435 per hour
Trey Monsour, Esq., a partner at Fox Rothschild, assured the court
that his firm is a "disinterested person" as defined by 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, Fox
Rothschild disclosed that:
-- It has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement.
-- None of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case.
-- The firm has not represented the committee in the 12 months
prepetition.
-- The committee has approved the proposed staffing. Fox
Rothschild requires additional information regarding the cases
before it would be able to prepare a proposed budget. The firm will
use its best efforts to prepare a proposed budget once it completes
its diligence of the material issues in the cases and reserves the
right to amend any such budget and staffing plan as circumstances
require.
The firm can be reached through:
Trey A. Monsour, Esq.
Fox Rothschild, LLP
2501 North Harwood Street, Suite 1800
Dallas, TX 75201
Telephone: (972) 991-0889
Facsimile: (972) 404-0516
Email: tmonsour@foxrothschild.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.
VANDEVCO LTD: Seeks Court Approval to Hire Consulting Expert
------------------------------------------------------------
Vandevco Ltd. and Orland Ltd. seek approval from the U.S.
Bankruptcy Court for the Western District of Washington to hire
Chatura Randeniya, a partner at Afridi & Angell, to serve as their
consulting expert.
Mr. Randeniya will advise the Debtors with respect to the
litigation pending in the U.A.E. between Cerner Middle East Limited
and Belbadi Enterprises, LLC.
The Debtors have agreed to compensate Mr. Randeniya at his usual
hourly rate. Mr. Randeniya's and Afridi & Angell's fees will be
capped at $10,000 per month.
As disclosed in court filings, Mr. Randeniya does not have any
connection with the Debtors, creditors or any other party in
interest.
The firm can be reached through:
Chatura Randeniya
Afridi & Angell
Jumeirah Emirates Towers
Office Tower, Level 35
Sheikh Zayed Road
P.O. Box 9371, Dubai, UAE
Phone: 971 4 330 3900
Email: Crandeniya@afridi-angell.com
About Vandevco Limited and Orland Ltd.
Vandevco Ltd. and Orland Ltd. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42710) on
Dec. 6, 2020. At the time of the filing, Vandevco disclosed
$31,601,920 in assets and $74,827,369 in liabilities while Orland
disclosed $5,171,583 in assets and $62,193,017 in liabilities.
Judge Mary Jo Heston oversees the cases.
Joseph A. Field, Esq., at Field Jerger, LLP and McDonald Jacobs,
P.C. serve as the Debtors' legal counsel and accountant,
respectively.
Cerner Middle East Limited, a party in interest, is represented by
Holland & Knight, LLP.
VANTAGE DRILLING: Incurs $3.4 Million Net Loss in 2022
------------------------------------------------------
Vantage Drilling International has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $3.37 million on $278.72 million of total revenue for the
year ended Dec. 31, 2022, compared to a net loss of $110.25 million
on $158.42 million of total revenue for the year ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $578.56 million in total
assets, $123.95 million in total current liabilities, $179.23
million in long-term debt, $12.88 million in other long-term
liabilities, and $262.50 million in total equity.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1465872/000095017023011050/ck0001465872-20221231.htm
About Vantage Drilling International
Vantage Drilling International, a Cayman Islands exempted company,
is an offshore drilling contractor, with a fleet of two
ultra-deepwater drillships, and five premium jackup drilling rigs.
Its primary business is to contract drilling units, related
equipment and work crews primarily on a dayrate basis to drill oil
and natural gas wells globally for major, national and independent
oil and gas companies. The Company also markets, operates and
provides management services in respect of, drilling units owned by
others.
* * *
As reported by the TCR on March 20, 2023, S&P Global Ratings raised
its issuer credit rating on offshore drilling rig operator, Vantage
Drilling International, to 'CCC+' from 'CCC' and removed it from
CreditWatch, where S&P placed it with positive implications on Feb.
16, 2023. S&P said the upgrade reflects the full redemption at par
of Vantage's remaining $180 million of first-lien notes due
November 2023, using proceeds from a $200 million private placement
of first-lien notes due 2028, with the remaining balance going to
cash on hand.
VIDEONTRON LTEE: S&P Affirms 'BB+' Rating on Senior Unsecured Notes
-------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB+' issue-level rating
(the same as the 'BB+' issuer credit rating), with a '3' recovery
rating, on Videotron Ltee's senior unsecured notes due 2030. The
'3' recovery rating indicates its expectation of meaningful
(50%-70%; rounded estimate: 65%) recovery in default. The
affirmation of the issue-level ratings follows the close of
Videotron's acquisition of the C$2.85 billion Freedom Mobile with
C$2.17 billion in cash (mostly a C$2.1 billion term loan in three
tranches) and assumption of Shaw Communications Inc.'s debt,
primarily lease obligations at Freedom Mobile. Videotron is a
wholly owned subsidiary of Quebecor Media Inc. (QMI;
BB+/Stable/--).
Although this acquisition adds significant secured debt to
Videotron's capital structure, Freedom's wireless spectrum holdings
(book value of C$2.45 billion as of Aug. 31, 2022) has also
increased Videotron's enterprise value significantly. As a result,
the rounded estimate on Videotron's unsecured debt is unchanged at
65%.
ISSUE RATINGS-RECOVERY ANALYSIS
Key analytical factors
-- QMI's (the holding company) secured debt is secured by the
equity interests in the company's operating subsidiaries (Videotron
and 68.4%-owned TVA Group Inc.) and other holding company-level
assets. Hence, QMI is structurally subordinated to subsidiary-level
creditors.
-- The current and future secured debt held by QMI's operating
subsidiaries has the highest priority over their respective assets,
followed by the unsecured debt held by each subsidiary.
-- There are no cross-company guarantees among the operating
subsidiaries' debt or guarantees from QMI.
-- S&P's simulated default scenario incorporates the assumption
that QMI will default in 2028, following deterioration in the
financial performance of Videotron--by far the largest contributor
to QMI's cash flow. In this highly distressed scenario, S&P assumes
a combination of the following factors leads to a payment default
at QMI: integration of Freedom facing significant headwinds,
declining wireless and cable subscribers, increased price
competition, and higher debt from acquisitions and network
investments.
-- S&P assumes the company would be reorganized or sold as a going
concern as opposed to being liquidated based on its viable business
model, large wireless subscriber base, and leading market share
position in the Quebec telecom market.
-- Because Videotron debt has first priority, the enterprise value
is first shared by Videotron debtholders. As a result, after the
secured revolving and new term loan debt is fully covered, S&P
estimates that Videotron senior unsecured noteholders could expect
meaningful (50%-70%; rounded estimate: 65%) recovery, which
corresponds to a '3' recovery rating and a 'BB+' issue-level
rating.
Simulated default assumptions
-- Simulated year of default: 2028
-- Emergence EBITDA: C$1.15 billion
-- EBITDA multiple: 7x
-- Net recovery value after administrative expenses (5%): C$7.6
billion*
-- Obligor/non-obligor valuation split: 98.5%/1.5%
Simplified waterfall (for Videotron):
-- Net recovery value for waterfall after administrative expenses
(5%): C$7.5 billion
-- Estimated priority claims: C$3.95 billion
-- Remaining recovery value: C$3.56 billion
-- Senior unsecured debt and pari passu claims: C$5.4 billion
--Recovery range: 50%-70% (rounded estimate at 65%)
*Includes enterprise value from Videotron and TVA.
WILLIAM E. ROBINSON: Sale of Wellsboro Property for $65K Approved
-----------------------------------------------------------------
Judge Patricia M. Mayer of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania authorized William E. Robinson's sale of
the real property located at 9826 Rt 6, Wellsboro, Tioga County,
Pennsylvania, to TVW Rentals LLC for $65,000.
The Debtor is authorized to perform all of its obligations under
the Agreement.
The Counsel to the Debtor will be provided with a draft of the
Settlement Statement prior to closing.
Pursuant to the Agreement, the Debtor will pay costs and expenses
associated with the sale of the Real Property at closing as
follows:
a. Any notarization or incidental filing charges required to
be paid by the Debtor as Seller.
b. All other costs and charges apportioned to the Debtor as
seller;
c. All costs associated with the preparation of the conveyance
instruments and normal services with respect to closing, including
payment of a total of $5,000 payable to the Debtor's counsel,
Cunningham, Chernicoff & Warshawsky, P.C., in connection with
implementation of the sale, the presentation and pursuit of this
Motion, consummation of closing and otherwise approved professional
fees and expenses in connection with the case. The foregoing sums
will be subject to the approval and allowance by the Bankruptcy
Court.
d. Past due real estate taxes and present real estate taxes
pro rated to the date of closing on the sale.
e. Any municipal charges and liens, pro rated, to the date of
closing on the sale.
f. A commission at the rate of 6% of the sale consideration
will be paid to United Country Jelliff Auction Group, the broker
for the Debtor.
g. Payment to the Office of the U.S. Trustee of the sum of
$1,000 to be applied to fees owed or to be owed by the Debtor.
No transfer tax is owed as it is a sale and transfer made pursuant
to the Debtor's confirmed Chapter 11 Plan of Reorganization.
Subsequent to the payment of costs of sale, the balance of the net
proceeds will be paid to the Internal Revenue Service in an amount
not to exceed the full amount of the sum owed as secured by its
lien as filed in the Tioga County Court of Common Pleas.
Subject to the distributions described, all Liens and Claims will
be transferred and attach to the net proceeds.
The Order will be effective immediately upon its entry, and the
stay imposed by Bankruptcy Rule 6004 is declared inapplicable and
waived.
William E. Robinson sought Chapter 11 protection (Bankr. M.D. Pa.
Case No. 17-04408) on Oct. 23, 2017. The Debtor tapped Robert E.
Chernicoff, Esq., at Cunningham and Chernicoff PC as counsel.
WMG ACQUISITION: Moody's Hikes CFR to 'Ba2', Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded WMG Acquisition Corp.'s
("Acquisition Corp.") Corporate Family Rating to Ba2 from Ba3,
Probability of Default Rating to Ba2-PD from Ba3-PD and senior
secured debt ratings to Ba2 from Ba3. The SGL-1 Speculative Grade
Liquidity rating remains unchanged. The outlook is stable.
Following is a summary of the rating actions:
Upgrades:
Issuer: WMG Acquisition Corp.
Corporate Family Rating, Upgraded to Ba2 from Ba3
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
$1,295 Million Outstanding Senior Secured Term Loan due 2028,
Upgraded to Ba2 (LGD4) from Ba3 (LGD4)
EUR325 Million ($346 Million equivalent) 2.75% Senior Secured
Notes due 2028, Upgraded to Ba2 (LGD4) from Ba3 (LGD4)
$540 Million 3.75% Senior Secured Notes due 2029, Upgraded to
Ba2 (LGD4) from Ba3 (LGD4)
$535 Million 3.875% Senior Secured Notes due 2030, Upgraded to
Ba2 (LGD4) from Ba3 (LGD4)
EUR445 Million ($474 Million equivalent) 2.25% Senior Secured
Notes due 2031, Upgraded to Ba2 (LGD4) from Ba3 (LGD4)
$800 Million 3.00% Senior Secured Notes due 2031, Upgraded to
Ba2 (LGD4) from Ba3 (LGD4)
Outlook Actions:
Issuer: WMG Acquisition Corp.
Outlook, Remains Stable
RATINGS RATIONALE
The ratings upgrade reflects WMG's strong execution and long-term
track record for delivering consistent revenue and EBITDA growth,
margin expansion and improving cash flows buoyed by the recorded
music industry's eight consecutive years of solid growth, and
Moody's expectation for continued high single-digit percentage
growth over the medium-to-long term. The ratings also considers the
company's diversified and resilient business model, and enhanced
scale as the world's third largest music and entertainment company.
Moody's expects that WMG will continue to demonstrate robust
operating performance and solid credit protection measures
commensurate with the Ba2 rating, with financial leverage in 3x-4x
range (as calculated and adjusted by Moody's), healthy free cash
(FCF) generation and very good liquidity over the rating horizon.
Acquisition Corp.'s Ba2 CFR is supported by: (i) WMG's scale and
leading position with steady-to-improving market shares bolstered
by its extensive recorded music and music publishing assets, which
drive recurring revenue streams that will remain fairly resilient
as global economic growth slows and recessionary pressures emerge;
(ii) the global music industry's long-term secular growth fueled by
resurgent demand to license WMG's music content, driven chiefly by
strong consumer adoption of paid subscription streaming services,
social media apps and emerging digital platforms that will
continue, especially in overseas markets; (iii) WMG's business
model in which only a small percentage of revenue depends on
recording artists and songwriters without an established track
record, while the bulk of revenue is generated by proven artists or
its music library; (iv) investment in new artist and talent
development to institutionalize a pipeline of recurring hit songs
to help moderate recorded music volatility; and (v) an attractive
music library with good geographic diversity and monetization
characteristics.
Weighing on the rating is: (i) WMG's historically seasonal recorded
music revenue, albeit increasingly less cyclical in large digital
streaming markets, coupled with low visibility into results of
upcoming release schedules; (ii) softening growth in certain
revenue streams (e.g., ad-supported digital recorded music and
artist services and expanded-rights) offset by strong rebound in
other segments (e.g., recorded music licensing and US music
publishing performance and digital); (iii) potential headwinds from
the slow transition to digital among a few large countries and
secular decline in physical media and digital downloads; (iv)
challenges that prevent full monetization of content value to WMG's
songwriters and rights holders due to piracy (albeit limited with
current streaming distribution model) and user-uploaded videos;
offset by recent regulatory developments designed to expand royalty
payments to rights holders; and (v) increasing capex needs related
to the financial transformation initiative to upgrade IT systems
and finance infrastructure, which somewhat constrains FCF.
The stable outlook reflects Moody's view that WMG's license revenue
model, driven primarily by digital revenue growth, and operating
profitability will remain fairly resilient and generate positive
FCF even if some regions of the global economy experience a
recession this year and ad supported streaming revenue remains
muted. Somewhat offsetting this is Moody's expectation that WMG
will benefit from a strong new release calendar in the second half
of fiscal 2023 as well as price increases recently implemented by
several streaming platforms, a positive for WMG's paid subscription
revenue. The outlook also considers the continued long-term demand
for recorded music from various streaming, social media and
emerging platforms (e.g., digital fitness apps, online interactive
gaming and the metaverse). WMG will continue to benefit from global
diversification, an enhanced recorded music repertoire, and
well-established music publishing assets with long-tail
annuity-like cash flows. The company's scale and market position
combined with revenue diversification across songs, music genre and
license type, will help to offset softness in some revenue
streams.
Over the next 12-18 months, Moody's expects Acquisition Corp. will
maintain very good liquidity (SGL-1 Speculative Grade Liquidity
rating) supported by cash levels of at least $200 million (cash
balances totaled $720 million at December 31, 2022), FCF in the
range of roughly $200-$300 million per annum, and access to the
unrated $300 million revolving credit facility (RCF) maturing April
2025. Moody's expects excess cash balances will be used to fund
small music publishing and catalog asset purchases over the coming
year.
ESG CONSIDERATIONS
Acquisition Corp.'s Credit Impact Score is moderately-negative
(CIS-3), reflecting the company's neutral-to-low exposure to
environmental risks, neutral-to-low social risks and
moderately-negative governance profile.
Environmental risks are neutral-to-low (E-2) across all categories.
The nature of WMG's media activities, with limited exposure to
physical climate risk and very low emissions of pollutants and
carbon, results in low environmental risk. Acquisition Corp.'s
social risks are neutral-to-low (S-2) with limited exposure to
customer relations, health & safety and responsible production
challenges. This risk captures positive demographic and social
trends arising from listeners' rapid migration to on-demand music
streaming platforms and social media apps, which benefits WMG given
the increasing demand for its music content. Because WMG is one of
a handful of leading providers with highly desirable music content,
the streaming services and social media apps have no other choice
but to license the company's content for their platforms to remain
competitive in an increasingly crowded marketplace and ensure
listeners have access to their favorite songs. Exposure to human
capital is moderately-negative associated with WMG's reliance on
attracting, developing and retaining a highly skilled technology
workforce.
Governance risks are moderately-negative (G-3) owing to somewhat
aggressive financial policies related to debt-financed acquisitions
of small-to-mid-sized music publishing rights and catalog assets.
This risk also considers that WMG is a controlled company with
significant majority ownership and voting rights held by Access
Industries, a private industrial group. Offsetting this is the
prudent and consistent track record that Access has demonstrated
with respect to WMG's capital allocation for M&A, share repurchases
and dividend distributions. The moderately independent board
(>50%) and separation of roles for the CEO and board chair
(independent) are also mitigating factors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if WMG exhibits sustained revenue growth
in the recorded music business, EBITDA margin expansion, continued
decrease in earnings volatility and higher returns on investments.
Upward pressure on ratings could also occur if Moody's expects
total debt to EBITDA will approach 3x (Moody's adjusted) with free
cash flow to debt of at least 10% (Moody's adjusted).
Ratings could be downgraded if competitive or pricing pressures
lead to a decline in revenue or higher operating expenses (e.g.,
increased artist and repertoire (A&R) investments), EBITDA margin
contraction or sizable debt-financed acquisitions increases debt to
EBITDA above 4x (Moody's adjusted) for an extended period of time.
There would also be downward pressure on ratings if EBITDA or
liquidity were to weaken resulting in free cash flow to debt
sustained below 7% (Moody's adjusted).
Headquartered in New York, NY, WMG Acquisition Corp. is an indirect
wholly-owned subsidiary of Warner Music Group Corp., a publicly
traded company and leading music content provider operating
domestically and overseas in more than 70 countries. WMG has a
library of over 1 million copyrights from more than 80,000
songwriters and composers across a diverse range of music genres.
Revenue totaled $5.8 billion for the twelve months ended December
31, 2022.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
YITBOS INC: David Sousa Named Subchapter V Trustee
--------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 17, appointed
David Sousa as Subchapter V trustee for Yitbos Inc., doing business
as Mr. Pickles Sandwich Shop.
Mr. Sousa will be compensated at $415 per hour for his services as
Subchapter V trustee, in addition to reimbursement for related
expenses incurred.
Mr. Sousa declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
David Sousa
P.O. Box 3167
Visalia, CA 93278-3167
Phone: (559) 242-2065
Email: Dave@fresnotrustee.com
About Yitbos Inc.
Yitbos Inc. doing business as Mr. Pickles Sandwich Shop primarily
operates in the sandwiches and submarines shop business.
Yitbos filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-20913) on March 23,
2023, with $186,975 in assets and $1,097,412 in liabilities. Darin
Frain Hughes, chief executive officer of Yitbos, signed the
petition.
Judge Christopher M. Klein oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger
is the Debtor's bankruptcy counsel.
[^] BOOK REVIEW: The Titans of Takeover
---------------------------------------
Author: Robert Slater
Publisher: Beard Books
Softcover: 252 pages
List Price: $34.95
Order your personal copy at
http://www.beardbooks.com/beardbooks/the_titans_of_takeover.html
Once upon a time -- and for a very long while -- corporate
behemoths decided for themselves when and if they would merge. No
doubt such decisions were reached the civilized way, in a proper
men's club with plenty of good brandy and better cigars. Like
giants, they strode Wall Street, fearing no one save the odd
trust-busting politico, mutton-chopped at the turn of the twentieth
century, perhaps mustachioed in the 1960s when the word was no
longer trust but monopoly.
Then came the decade of the 1980s. Enter the corporate raiders,
men with cash in hand, shrewd business sense, and not a shred of
reverence for the Way Things Have Always Been Done. These
businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg, Ted
Turner -- saw what others missed: that many of the corporate giants
were anomalies, possessed of assets well worth possessing yet with
stock market performances so unimpressive that they could be had
for bargain prices.
When the corporate raiders needed expert help, enter the investment
bankers (Joseph Perella and Bruce Wasserstein) and the M&A
attorneys (Joseph Flom and Martin Lipton). And when the merger
went through, enter the arbitragers who took advantage of stock
run-ups, people like Ivan "Greed is Good" Boesky.
The takeover frenzy of the 1980s looked like a game of Monopoly
come to life, where billion-dollar companies seemed to change
ownership as quickly as Boardwalk or Park Place on a sweet roll of
dice.
By mid-decade, every industry had been affected: in 1985, 3,000
transactions took place, worth a record-breaking $200 billion. The
players caught the fancy of the media and began showing up in the
news until their faces were almost as familiar to the public as the
postman's. As a result, Jane and John Q. Citizen's in Wall Street
began its climb from near zero to the peak where (for different
reasons) it is today.
What caused this avalanche of activity? Three words: President
Ronald Reagan. Perhaps his most firmly held conviction was that
Big Business was Being shackled by the antitrust laws, deprived a
fair fight against foreign competitors that has no equivalent of
the Clayton Act in their homelands.
Reagan took office on Jan. 20, 1981, and it wasn't long after that
that his Attorney General, William French Smith, trotted before the
D.C. Bar to opine that, "Bigness does not necessarily mean badness.
Efficient firms should not be hobbled under the guise of antitrust
enforcement." (This new approach may have been a necessary
corrective to the over-zealousness of earlier years, exemplified by
the Supreme Court's 1966 decision upholding an enforcement action
against the merger of two supermarket chains because the Court felt
their combined share of 8% (yes, that's "eight percent") of the Los
Angeles market was potentially anticompetitive.)
Raiders, investment bankers, lawyers, and arbitragers, plus the fun
couple Bill Agee and Mary Cunningham --remember them? -- are the
personalities Profiled in Robert Slater's book, originally
published in 1987, Slater is a wonderful writer, and he's given us
a book no less readable for being absolutely stuffed with facts,
many of them based on exclusive behind-the-scenes interviews.
About The Author
Robert Slater (1943 – 2014) was an American author and
journalist. He was known for over two dozen books, including
biographies of political and business figures like Golda Meir,
Yitzhak Rabin, George Soros, and Donald Trump. Slater graduated
with honors from the University of Pennsylvania in 1966, with a
degree in political science. He received a master's degree in
international relations from the London School of Economics in
1967.
*********
Monday's edition of the TCR delivers a list of indicative prices
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then-ending.
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*********
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