/raid1/www/Hosts/bankrupt/TCR_Public/230412.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, April 12, 2023, Vol. 27, No. 101
Headlines
1111 INVESTMENT: Seeks to Hire Ballstaedt Law Firm as Counsel
29TH AVE: Seeks to Hire Kevin Kerveng Tung as Legal Counsel
3052 BRIGHTON: Sale of Brooklyn Property to Secured Creditors OK'd
4924 S. MARTIN: Case Summary & Eight Unsecured Creditors
772 & 720 HOLDING: Unsecureds to Get Nothing in Plan
ACRO BIOMEDICAL: Needs More Time to File 2022 Annual Report
ADAMS 3 LLC: Trustee Selling DC Properties to Nimmer for $4 Million
ADEEL MAHMOOD: Selling Real Property in San Jose for $3.725-Mil.
AEARO TECHNOLOGIES: 7th Circuit Skeptical in Extending Stay to 3M
ALL-CARE PHARMACY: Seeks to Hire Allen Jones & Giles as Counsel
AMERICAN COMMUNITY: Monroe Capital Marks $106,000 Loan at 20% Off
AMERICAN COMMUNITY: Monroe Capital Marks $11.2M Loan at 20% Off
AMERICAN COMMUNITY: Monroe Capital Marks $2.5M Loan at 20% Off
AMERICAN COMMUNITY: Monroe Capital Marks $22,000 Loan at 23% Off
AMERICAN COMMUNITY: Monroe Capital Marks $4.6M Loan at 20% Off
AMERICAN COMMUNITY: Monroe Capital Marks $5.3M Loan at 20% Off
AMERICAN COMMUNITY: Monroe Capital Marks $682,000 Loan at 20% Off
AMERICAN FLAMINGO: Unsecureds, if any, to Recover 100% w/ Interest
AMERICAN LAND: Files Emergency Bid to Use Cash Collateral
AMERIMARK INTERACTIVE: Case Summary & 30 Top Unsecured Creditors
AMMON ANALYTICAL: Court Confirms Reorganization Plan
ARCHDIOCESE OF NEW ORLEANS: Sanctions Against Trahant Affirmed
ARSENAL INTERMEDIATE: Opt-Out Deadline Scheduled For April 26
ATHENA MEDICAL: Taps Ball Santin & McLeran as Special Counsel
ATLAS SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
AVENIR MEMORY CARE: Hits Chapter 11 Bankruptcy Protection
AVENIR MEMORY: Gets OK to Hire Sacks Tierney as Bankruptcy Counsel
BANYAN CAY: Sets Bidding Procedures for Real & Personal Properties
BED BATH:To Hold Shareholder Reverse Stock Split Plan Vote on May 9
BENKEY LLC: Voluntary Chapter 11 Case Summary
BLUE DOLPHIN: Swings to $32.9 Million Net Income in 2022
BOULDER CANYON: Seeks to Hire William McKibbon as Special Counsel
BOUNDARY LLC: Seeks to Hire CGA Law Firm as Bankruptcy Counsel
BOXED INC: Gets Preliminary Okay for Private Sale Bid
BOXED INC: Selling All Spresso Business Assets for $26.25 Million
BOY SCOUTS: District Court Affirms Plan Confirmation Order
CAMBRIAN HOLDING: ARC Must Pay Trade Payables, District Court Says
CAREVIEW COMMUNICATIONS: Delays Form 10-K Over Staffing Constraints
CATALINA MARKETING: April 28 Hearing on Disclosure Statement
CBC RESTAURANT: Seeks to Hire Culhane Meadows as Legal Counsel
CELSIUS NETWORK: Unsecured Creditors Get Cash, Tokens in Plan
CHARLES DEWEESE: Sale of Common Stock in Regions Financial Approved
COUNTER CORTE: Unsecureds to Get 6.24-7.72 Cents on Dollar in Plan
CRYPTO CO: Delays Filing of 2022 Annual Report
CURITEC LLC: Gets OK to Hire Ankura Consulting as Financial Advisor
DACO CONSTRUCTION: 5-Year Net Revenue to Fund Claims
DFW GRANITE: Seeks to Hire Lane Law Firm as Bankruptcy Counsel
DIAMONDHEAD CASINO: Inks LOI to Sell Common Shares of Subsidiary
DIEBOLD NIXDORF: Board OKs $4.1M Grants of Deferred Cash Awards
DIGITAL MEDIA: Falls Short of Nasdaq Bid Price Requirement
EAGLE MECHANICAL: Private Sale of Two Vehicles for $10.5K Approved
EAGLE MECHANICAL: Sale of Assets to Accurate for $25K Approved
EVERNEST HOLDINGS: Unsecureds to Get 41 Cents on Dollar in Plan
FAIRFIELD SENTRY: Court Grants Bid to Certify Interlocutory Appeal
FREE SPEECH SYSTEMS: Cash Moves Are 'Self-Dealing,' Says Trustee
FREE SPEECH: Hook Plaintiff's Ch. 7 Estate to Get Jones' Money
GIGA-TRONICS INC: Delays Filing of 2022 Annual Report
GIGA-TRONICS INC: Fourth Quarter 2022 Bookings Exceed $8 Million
GREEN PROPERTY: Case Summary & One Unsecured Creditor
GROWLIFE INC: Sells $150,000 Convertible Promissory Note to ONE44
GUARDION HEALTH: Delays Filing of 2022 Annual Report
H-CYTE INC: Delays Filing of 2022 Annual Report
HOME POINT: Fitch Lowers LongTerm IDRs to 'B-', On Watch Neg.
HONEY CREEK: Selling 1318-Acre Property in Weston for $55K/Net Acre
IDAHO ALLERGY: Case Summary & Eight Unsecured Creditors
IEH AUTO PARTS: Taps Lincoln International as Investment Banker
INDEPENDENT PET: Sale of All Assets to IPP for $60-Mil. Approved
INGLES MARKETS: S&P Upgrades ICR to 'BB+', Outlook Stable
JAMES AND JAN: Unsecureds Owed $2M Get 1% of Claims
KEYSTONE GAS: May 10 Hearing on Disclosure Statement
KNIFE RIVER: S&P Assigns 'BB' ICR on Spinoff From MDU Resources
LTL MANAGEMENT: J&J to Pay $8.9 Billion to End Talc Lawsuits
LUCIRA HEALTH: Stock Sale Not Blocked by Chapter 11 Stay
MACQUARIE AIRFINANCE: S&P Assigns 'BB+' ICR, Outlook Stable
MEHLING ORTHOPEDICS: Unsecureds Owed $53K to Get 100% of Claims
MILFORD PARK: Fitch Affirms BB-sf Rating on E Notes
MULCH AND STONE: Sale of 2015 Ford F-550 to Hanigan for $42K Okayed
MURRAY ENERGY: Administrator's Bid for Interlocutory Appeal Denied
MURRAY ENERGY: Move to Dismiss Holland Suit Denied
NANI WALE O'PUAKO: Cancels Hearing on Disclosures After Stay Relief
NATIVE ENGINEERS: Amends Several Secured Claims Pay Details
NEPHROS INC: Expects Q1 Net Revenue of $3.7 Million
NORMAN'S INVESTMENTS: Unsecureds Owed $65K to Get Full Payment
NORTH JAX: Seeks to Hire Leyton USA as Tax Credit Consultant
OBSTETRIC & GYNECOLOGIC: Chapter 11 Case Dismissed by Judge
PANDA ACQUISITION: Monroe Capital Marks $4.5M Loan at 18% Off
PARAMOUNT REAL: Unsecureds to Get Available Reserve
PEGGY NESTOR: NY Property Set for Auction on April 26
PREMIER CAJUN: Auction Sale of Substantially All Assets on April 26
PRESSURE BIOSCIENCES: Delays Filing of 2022 Annual Report
PWM PROPERTY MGT: Chapter 11 Plan for Chicago Tower Okayed
QUALITY CARE: District Court Affirms Order of Chapter 7 Conversion
QUALTEK LLC: S&P Lowers LT ICR to 'SD' on Missed Interest Payment
QUALTRICS: Fitch Gives 'B+' FirstTime IDR, Outlook Stable
QUARTZ ACQUIRECO: S&P Assigns 'B' ICR on Acquisition by Silverlake
REAL BRANDS: Delays Filing of 2022 Annual Report
REMER & GEORGES-PIERRE: Unsecureds Will Get 75.2% in 60 Months
RESHAPE LIFESCIENCES: Needs More Time to File Form 10-K
REVLON INC: To Exit Chapter 11 Bankruptcy as Private Company
ROYALE ENERGY: Delays Filing of 2022 Annual Report
SALE LLC: Case Summary & 20 Largest Unsecured Creditors
SAS AB: Searches for Equity Bids as Part of Ch. 11 Bankruptcy
SEAHORSE RESTAURANTS: Liquidating Plan Confirmed by Judge
SHEFA LLC: ABC-Merit Buying Assets in Southfield for $5.9 Million
SILICON VALLEY BANK: FDIC Hires BlackRock to Sell Securities
SILICON VALLEY BRIDGE: Deadline to File Claims Set for July 10
STARRY GROUP: Unsecureds Owed $70K to Get 4% in Plan
STRUCTURAL TECHNOLOGY: Unsecureds to Split $10K in Plan
SUMMER AVE LLC: No Objections Filed; Court Confirms Plan
SYMBIONT.IO LLC: Hires Huron Consulting Services, Appoints CRO
T LOVE TRUCKING: Taps Law Office of Shawn N. Wright as Counsel
T.G. HOLDINGS: Seeks to Hire Flourish Financial as Accountant
TEXAS COASTAL: U.S. Trustee Unable to Appoint Committee
THUNDER INC: Disclosure Statement Due April 11
TOTAL ENERGY: Reaches Plan Stipulation With Distribution, Supply
TOUCHPOINT GROUP: Needs More Time to File 2022 Annual Report
TPT GLOBAL: Unit Awarded $519K Pavement Patching Contract
TULEYRIES LAND: Voluntary Chapter 11 Case Summary
UNIVERSAL REHEARSAL: Liquidating Plan Confirmed by Judge
VANMOOF GLOBAL: TriplePoint Marks $4.3M Loan at 15% Off
VBI VACCINES: Plans to Reduce Workforce, OKs 1-for-30 Stock Split
VERACODE INC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
VIRGIN ORBIT: Gets Court Okay for $23 Million Bankruptcy Financing
VISTAM INC: Case Summary & 17 Unsecured Creditors
VOYAGER DIGITAL: Loan Claim Deal With FTX Approved
WESTERN URANIUM: Needs More Time to File 2022 Annual Report
WEWORK INC: Commences Exchange Offers, Consent Solicitations
[*] David Stratton Joins Whiteford Taylor as Senior Counsel
*********
1111 INVESTMENT: Seeks to Hire Ballstaedt Law Firm as Counsel
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1111 Investment Holdings LLC seeks approval from U.S. Bankruptcy
Court for the District of Nevada to hire Ballstaedt Law Firm.
The Debtor requires legal counsel to:
(a) institute, prosecute or defend any contested matters
arising out of the Debtor's Chapter 11 case;
(b) assist in the recovery, liquidation and protection of
estate assets;
(c) determine the priorities and status of claims and file
objections thereto when necessary;
(d) prepare a disclosure statement and Chapter 11 Subchapter V
plan of reorganization; and
(e) perform all other legal services for the Debtor.
The firm will charge $350 per hour for attorneys and $150 per hour
for paralegals. In addition, the firm will seek reimbursement for
expenses incurred.
The firm received from the Debtor an advance payment of $10,000 as
retainer.
Seth Ballstaedt, Esq., an attorney at Ball Bankruptcy, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Seth D. Ballstaedt, Esq.
Ballstaedt Law Firm, LLC
d/b/a Fair Free Legal Services
8751 W. Charleston Blvd., Suite 220
Las Vegas, NV 89117
Telephone: (702) 715-0000
Facsimile: (702) 666-8215
Email: help@bkvegas.com
About 1111 Investment Holdings
Las Vegas-based 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, with $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Brian D.
Shapiro has been appointed as Subchapter V trustee.
Judge August B. Landis oversees the case.
The Debtor is represented by Seth D. Ballstaedt, Esq., at
Ballstaedt Law Firm, LLC.
29TH AVE: Seeks to Hire Kevin Kerveng Tung as Legal Counsel
-----------------------------------------------------------
29th Ave, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to hire Kevin Kerveng Tung,
P.C. as its legal counsel.
The Debtor requires legal counsel to:
(a) negotiate with representatives of creditors and other
parties in interest;
(b) take necessary action to protect and preserve the Debtor's
estate;
(c) advise the Debtor of its rights, powers and duties under
Chapter 11 of the Bankruptcy Code;
(d) prepare legal papers;
(e) advise the Debtor in reviewing. estimating and resolving
claims asserted against the estate;
(f) appear before the bankruptcy court and any appellate
courts; and
(g) perform other necessary legal services in connection with
the Debtor's Chapter 11 case.
The hourly rate charged by the firm's attorneys is $300 while the
hourly rates for paralegal services range from $100 to 150.
Kevin Tung, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Kevin Tung, Esq.
Kevin Kerveng Tung, P.C.
136-20 38th Avenue Suite 3D
Flushing NY 11354
Tel: 718-939-4633
Email: ktung@kktlawfirm.com
About 29th Ave
29th Ave, LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40745) on
March 3, 2023, with $828,425 in assets and $1,132,290 in
liabilities. Jia Yun Wang, a member of 29th Ave, signed the
petition.
Judge Elizabeth S. Stong presides over the case.
Kevin Tung, Esq., at Kevin Kerveng Tung, P.C. represents the Debtor
as counsel.
3052 BRIGHTON: Sale of Brooklyn Property to Secured Creditors OK'd
------------------------------------------------------------------
Judge Nancy Hershey Lord of the U.S. Bankruptcy Court for the
Eastern District of New York confirmed and approved 3052 Brighton
First, LLC's auction sale of the real property located at 3052/3062
Brighton 1st Street, in Brooklyn, New York 12235 (Block: 8669, Lot
18) to the Secured Creditors (or their assignee, nominee or
designee) (the "Back-up Bidder").
The Debtor and the Secured Creditors are authorized, empowered and
directed to consummate the Sale of the Property to the Back-up
Bidder for a credit bid plus sufficient cash to allow the Plan to
become effective.
The sale is free and clear of all claims, liens, and encumbrances
against the Property of any nature whatsoever.
The Back-up Bidder is assuming and the Debtor will assign to the
Back-up Bidder all residential leases.
The Debtor will assign to the Proponents, who may, in their
discretion, transfer to the Back-up Bidder, all rent arrears from
tenants and former tenants at the Property pursuant to section 5.1
of the Plan.
The Back-up Bidder will not assume and the Debtor will be deemed to
have rejected all non-residential leases and executory contracts,
unless the Back-up Bidder complies with the Plan's requirements in
section 5.1 of the Plan, including by filing and serving an
Assumption Notice.
At the closing of the sale of the Property, the Debtor (or its
agent) and, where applicable, the Receiver will deliver all
documents and items necessary to convey title to the Back-up Bidder
including:
(i) A Purchase and Sale Agreement and/or Deed that provides
for the conveyance of title to the Back-up Bidder, the terms of
which will be acceptable to the Secured Creditors and the Back-up
Bidder;
(ii) All documents to show that the Debtor is not a "foreign
person" within the meaning of Section 1445 of the Internal Revenue
Code 1986, as amended, or any regulations promulgated thereunder;
(iii) All documents relating to the Property including
(without limitation) original leases and copies of leases relating
to the Property, to the extent that such documents are in the
possession, custody or control of the Debtor or the Receiver and/or
their affiliates, agents, employees and managing agent;
(iv) A bill of sale;
(v) All keys and/or access cards relating to the Property, to
the extent that such keys and/or cards are in the possession,
custody or control of the Debtor or the Receiver and/or their
affiliates, agents, employees and/or agent or the Receiver;
(vi) An Assignment of Leases from the Debtor to the Back-up
Bidder for all unexpired leases that are to be assumed and
assigned;
(vii) A notice to all tenants from the Debtor that the
Back-up Bidder is the owner of the Property and that such tenant's
lease has been assigned to the Back-up Bidder or rejected, as the
case may be;
(viii) An executed title affidavit and any other document
required by the title company to issue a title insurance policy to
the Back-up Bidder; and
(ix) Any other document reasonably required to effectuate the
closing of the sale of the Property to the Back-up Bidder.
The 14-day stay provided for in Rule 6004(h) of the Federal Rules
of Bankruptcy Procedure is waived and will not be in effect and,
pursuant to Rule 6004, 7062, and 9014 of the Federal Rules of
Bankruptcy Procedure, the Order will be effective and enforceable
immediately upon entry.
The sale of the Property as contemplated by the Bid Procedures
Order, the Plan, and the Order will be exempt from the payment of
transfer, stamp, deed, mortgage recording, or similar taxes,
including without limitation, and any recorder of deeds or similar
official for any governmental unit in which any instrument
thereunder is to be recorded will be ordered and directed to accept
such instrument without requiring the payment of any transfer,
stamp, deed, mortgage recording, or similar taxes.
At the closing of the Sale of the Property, the Distribution Agent
will make all payments required to be made under the Plan.
The Back-up Bidder will pay the Broker $115,000 plus $3,767 for the
Broker's expenses at the closing of the Sale of the Property.
The Disbursing Agent is authorized to sign any and all documents in
connection with the sale and transfer of the Property to the
Back-up Bidder on behalf of the Debtor at or in anticipation of
closing of the Sale.
Within 14 days after the conclusion of the Closing, the Secured
Creditors will provide the United States Trustee (attention: Nazar
Khodorovsky, Esq., Trial Attorney) with a copy of the closing
statement by electronic mail message. The Debtor will report
any disbursements made at closing in its relevant monthly operating
report(s) and/or post-confirmation reports (as applicable).
About 3052 Brighton First
3052 Brighton First, LLC, a New York-based company, filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 20-40794) on
Feb. 6, 2020, with as much as $50,000 in both assets and
liabilities. Judge Nancy Hershey Lord oversees the case.
Rosenberg Musso & Weiner and Outerbridge Law P.C. serve as
the Debtor's bankruptcy counsel and special litigation
counsel, respectively.
4924 S. MARTIN: Case Summary & Eight Unsecured Creditors
--------------------------------------------------------
Debtor: 4924 S. Martin Luther King LLC
4924 S. Martin Luther King Drive
Chicago, IL 60615
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 10, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 23-04726
Judge: Hon. Janet S. Baer
Debtor's Counsel: Paul M. Bach, Esq.
BACH LAW OFFICES, INC.
P.O. Box 1285
Northbrook, IL 60065
Tel: (847) 564-0808
Fax: (847) 564-0985
Email: pnbach@bachoffices.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Faris Faycurry as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IOMGX6Q/4924_S_Martin_Luther_King_LLC__ilnbke-23-04726__0001.0.pdf?mcid=tGE4TAMA
772 & 720 HOLDING: Unsecureds to Get Nothing in Plan
----------------------------------------------------
772 & 720 Holding LLC submitted a Disclosure Statement pursuant to
section 1125 of the Bankruptcy Code for the Debtor's Chapter 11
Plan of Reorganization.
The Debtor owns and manages several parcels of real estate in
Brooklyn, New York. The Debtor owns a mixed use building located at
772 59th Street, Brooklyn, New York, Kings County, Block 866, Lot
37 (the "772 Property") which has 4 two-bedroom residential
apartments, and 2 commercial retail stores. The Debtor also owns 9
condominium units (two commercial units: 1CF and CCF, and seven
residential units: 2A, 3A, 4A, 4E, 5A, 5B, 5C), and 8 parking spots
located at 720 57th Street, Brooklyn, New York, Kings County, Block
850, Lots 1001, 1002, 1003, 1008, 1013, 1017, 1018, 1019, 1020, and
1021 (the "720 Property", with the 772 Property, the
"Properties").
The Debtor believes the current value of the Properties using an
income approach is between $3,815,037 - $5,722,556
Under the Plan, Class 2 Unsecured Claims are not secured by
property of the Debtor's estate and are not entitled to Priority
under § 507(a) of the Bankruptcy Code. Class 2 shall consist of
the Allowed Unsecured Claims including the Allowed Fairview
Deficiency Claim and the Subordinate Mortgage Liens. The Holders of
Class 2 General Unsecured Claims shall not receive any Distribution
under the Plan. Class 2 is impaired.
The Plan will be funded from (1) a refinance loan to be obtained by
the Debtor in order to fund the payments due under this Plan (the
"Exit Loan"), (2) the Debtor's available Cash (including $171,000
held in escrow by Kirby Aisner & Curley LLP), and (3) a cash
contribution from Bao Zhi Liu in an amount necessary to effectuate
all payments under the Plan, in the estimated amount of $100,000
(the "Equity Contribution"). Prior to the hearing to consider
approval of this Plan, the Equity Contribution shall be funded to
the Disbursing Agent to effectuate the payment of Distributions
under the Plan.
Pursuant to s 1128 of the Bankruptcy Code, the Confirmation Hearing
will be held on May 10, 2023 at 11:30 a.m. (prevailing Eastern
Time), before the Honorable Jil Mazer-Marino, United States
Bankruptcy Judge, at the United States Bankruptcy Court for the
Eastern District New York (Brooklyn Division) via Zoom for
Government.
The Disclosure Statement has been conditionally approved by this
court. Parties' rights to object to approval of this disclosure
statement on a final basis are reserved with a hearing to be held
on May 10, 2023 at 11:30 a.m. (est).
To be counted, your completed ballot, which must indicate
acceptance or rejection of the plan, must be received no later than
5:00 p.m., prevailing Eastern Time, on April 26, 2023. If the
debtor does not receive your ballot by the voting deadline, it will
not count towards an acceptance or rejection of the plan.
The Bankruptcy Court has directed that objections, if any, to
confirmation of the Plan be served and filed so that they are
received on or before April 26, 2023.
Attorneys for the Debtor:
Julie Cvek Curley, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
E-mail: jcurley@kacllp.com
A copy of the Disclosure Statement dated March 31, 2023, is
available at https://bit.ly/3mcvs29 from PacerMonitor.com.
About 772 & 720 Holding
772 & 720 Holding, LLC is a single asset real estate (as defined in
11 U.S.C. Sec. 101(51B)). The company is based in Brooklyn, N.Y.
772 & 720 Holding filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42435) on Sept.
30, 2022. In the petition filed by its managing member, Bao Zhi
Liu, the Debtor reported between $10 million and $50 million in
both assets and liabilities.
Judge Jil Mazer-Marino oversees the case.
The Debtor is represented by Kirby Aisner & Curley, LLP.
ACRO BIOMEDICAL: Needs More Time to File 2022 Annual Report
-----------------------------------------------------------
Acro Biomedical Co., Ltd. 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 the compilation, dissemination and review of the
information required to be presented in the Form 10-K has imposed
time constraints that have rendered timely filing of the Form 10-K
impracticable without undue hardship and expense to the Company.
The Company has no full-time employees and requires additional time
to provide information necessary for the completion of the Form
10-K. The Company undertakes the responsibility to file such
report no later than 15 days after its original prescribed due
date.
As of April 3, 2023, the financial statements have not been
completed and the Company cannot quantify with any degree of
precision the results for the year. However, the Company's losses
are continuing, and, because of the amortization of stock-based
compensation, the Company anticipates that its loss for 2022 will
be greater than the loss for 2021.
About Acro Biomedical
Acro Biomedical Co., Ltd. has been engaged in the business of
developing and marketing nutritional products that promote wellness
and a healthy lifestyle. The Company's business to date has
involved the purchase of products from three suppliers in the
Republic of China. The Company sells product in bulk to companies
who may use its products as ingredients in their products or sell
the products they purchase from the Company to their own
customers.
Acro Biomedical reported net loss of $7.70 million for the year
ended Dec. 31, 2021, compared to a net loss of $117,453 for the
year ended Dec. 31, 2020. As of Dec. 31, 2021, the Company had
$761,077 in total assets, $117,370 in total liabilities, and
$643,707 in total stockholders' equity.
In its Quarterly Report for the three months ended Sept. 30, 2022,
Acro Biomedical said, "We had limited gross profit and we
incurred a loss from operations and negative cash flow from
operations for the nine months ended September 30, 2022. Our
operations have been financed largely from loans form minority
stockholders. During the past few years we did not generate
revenue during a number of quarters, including the second and third
quarters of 2022. These factors, among others, raise substantial
doubt about our ability to continue as a going concern."
ADAMS 3 LLC: Trustee Selling DC Properties to Nimmer for $4 Million
-------------------------------------------------------------------
Bradley D. Jones, the Chapter 11 trustee for Adams 3, LLC, asks the
U.S. Bankruptcy Court for the District of Columbia to approve the
bidding procedures in connection with the auction sale of the real
properties located in the Adams Morgan section of the District of
Columbia, commonly referred to as 2406 18th Street, NW, Washington,
D.C. 20009; 2408 18th Street, NW, Washington, D.C. 20009; and 2410
18th Street, NW, Washington, D.C. 20009, to Andrew Nimmer for $4
million, subject to overbid.
The Debtor is the fee simple owner of the Real Property.
On Jan. 24, 2023, the Court entered the Real Estate Agent
Employment Order to market the Property for sale through Sales
Agent Stephen Karbelk, team leader of Real Markets, a real estate
sales agent associated with Century 21 Commercial New Millennium,
Stephanie Young and Robert Walters.
The Sales Agent has been marketing the real property for sale since
Jan. 8, 2023. The initial asking price was $6.5 million. After
receiving market feedback from multiple potential buyers with no
offers, the Sales Agent, with authorization for the Trustee,
reduced the asking price to $5,995,000.
The Sales Agent obtained an opening bid for the three parcels for a
total purchase price of $4 million. As the transactions
transitioned from a brokerage transaction to an auction, upon the
filing of the Sales and Procedure Motion, the Sales Agent will be
updating the asking price to the proposed opening bid of $4.1
million. All of the marketing will be updated accordingly to
reflect the proposed May 10, 2023 auction date, with the proposed
terms and sales subject to Court approval.
The Trustee has determined that a sale by the Trustee at an auction
subject to higher and better bids will recover more value than a
foreclosure sale or a sale under chapter 7. By the Sale and
Procedures Motion, the Trustee seeks entry of an order authorizing:
(1) the sale of real property via an in-court auction; (2) the
approval of the procedures for the auction and bidding of the Real
Property, including a breakup fee for the opening bidder and the
acceptance of a backup bidder should the winning bidder fail to
close; and (3) the approval of the sale of the Debtor's Real
Property pursuant to the auction and bidding procedures to the
successful high bidder free and clear of liens, claim, and
interests.
Subject to approval by the Court, the Trustee has entered into
three separate Purchase & Sale Agreements with Andrew Nimmer, or an
entity created under the laws of the District of Columbia, as the
opening bidder to purchase three separate parcels of real property
owned by the Debtor. The total consideration is $4 million and
$51,000 in earnest money has been paid to the Trustee.
The first Purchase and Sale Agreement ("PSA") is for Square
2551/Lot 0035, also identified as 2406 18th Street, NW, Washington,
D.C. 20009 at the purchase price of $1.4 million with a $17,000
earnest money deposit. The last date set in the 2406 18th Street
PSA is March 24, 2023. March 24, 2023 is the “Effective Date”
for that PSA.
The second PSA is for Square 2551/Lot 0034, also identified as 2408
18th Street, NW, Washington, D.C. 20009 at the purchase price of
$1.3 million, also with a $17,000. earnest money deposit. The last
date set in the 2408 18th Street PSA is March 24, 2023.
The third PSA is for lot 2551/Lot 0033, also identified as 2410
18th Street, NW, Washington, D.C. 20009 for $1.3 million, together
with a $17,000 earnest money deposit. The last date set in the 2410
18th Street PSA is March 24, 2023.
The PSAs were obtained by the Trustee's employed Sales Agent with a
cooperating broker, Greysteel Co.
The PSAs require approval of the award of break-up fees for opening
bidder of $17,000 per each of the Purchase and Sale Agreements in
the event the opening bidder is not the ultimate successful bidder.
Mr. Nimmer has provided a total of $51,000 to the Trustee as
earnest money for the PSAs.
The Trustee seeks authority from the Court to approve its live
auction of the Real Property on May 10, 2023 at 9:30 a.m., or such
date and time it established. Any entity seeking to register and
participate in the auction and become a Qualified Bidder must
present the Trustee with a cash deposit of $51,000. The auction
will be conducted with bidding increments of $50,000 to encourage
bidding increments high enough to provide value to the Bankruptcy
Estate with the first bid at a total of $4.1 million.
A title report provided to the Trustee reveals the following liens
against the Real Property:
a. Unpaid real estate taxes and assessments estimated to
total $75,000.
b. That certain Deed of Trust and Security Agreement dated
Oct. 15, 2019 and recorded with the Washington, Recorder of Deeds
on Oct. 23, 2019 as Instrument Number 2019114317 securing Dashco,
Inc. as assignee from Capital Bank, N.A. pursuant to that
Assignment of Deed of Trust dated March 15, 2022 and recorded with
the Recorder of Deeds on March 17, 2022, 2023 as Instrument Number
20230000000. The maximum amount of principal secured by the Dashco
First DOT is $3.36 million.
c. That certain Credit Line Deed of Trust and Security
Agreement dated Jan. 21, 2022 and recorded with the Recorder of
Deeds on January 22, 2022 as Instrument Number 2020008929 securing
Dashco, Inc. in the principal amount of $510,204.
d. Government of the District of Columbia Department of
Public Works, Solid Waste Management Administration Litter Control
Administration Act Lien date June 19, 2008 and recorded with the
Recorder of Deeds of June 19, 2008 as Document number 2008066406 in
the amount of $300.
e. District of Columbia Water and Sewer Authority Certificate
of Delinquent Water/Sewer charges as dated and filed with the
Recorder of Deeds on May 14, 2020 as Document Number 2020057605 in
the amount of $1,219.35.
f. Notice of Pendency of Action dated Oct. 14, 2022 and
recorded with the Recorder of Deeds as Document Number 2022104338.
g. Order entered in Civil Action No 05-0009231R(RP) recorded
with the Recorder of Deeds on April 4, 2019 as Document Number
2019034623.
h. The Quiet Title Order was entered in litigation in the
Superior Court of the District of Colombia with Sheldon Arpad as
the plaintiff, and Sheldon Arpad, Personal Representative, The
Estate of Vivian Arpad, Raymond Launay & Co., Inc., Raymond Launay,
Daniel Launay and "anyone else holding any interest in the real
property described in this caption" as defendants.
i. District of Columbia Water/Sewer Authority Certificate of
Delinquent Water/Sewer charges dated Aug. 28, 2022 and recorded
with the Recorder of Deeds as Document Number 2022089981 on Aug.
29, 2022 in the amount of $9,183.89.
The Trustee seeks to sell the Real property free and clear of
liens, claims, and other interests.
The following will be paid at the closing of the sale of the Real
Property from the proceeds of sale to:
(a) accrued real estate taxes due the District of Columbia
for accrued real estate taxes and unpaid storm water fees attached
to the Real Property
(b) unpaid sewer and water liens held by the District of
Columbia and attached to the Real Property;
(c) closing costs and real estate commissions;
(d) $69.77 to the Sales Agent for reimbursement of expenses;
(e) $2,400 for the Sales Agent's compensation (subject to
application and award);
(f) $143,250 for the Trustee's statutory commissions; and
(g) the amounts due under the Dashco DOTs.
A copy of the PSAs is available at https://tinyurl.com/yc3wdf6k
from PacerMonitor.com free of charge.
About Adams 3
Adams 3, LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.C. Case No. 22-00205) on Nov. 1, 2022,
with between $1 million and $10 million in both assets and
liabilities. Napoleon Ibiezugbe, Adams 3 officer, signed the
petition.
Judge Elizabeth L. Gunn oversees the case.
Frank Morris, II, Esq., at the Law Office of Frank Morris, II and
Comprehensive Business of Northern Virginia, LLC serve as the
Debtor's legal counsel and accountant, respectively.
Bradley D. Jones is the Chapter 11 trustee appointed in the
Debtor's case. The trustee is represented by Odin, Feldman &
Pittleman, P.C.
ADEEL MAHMOOD: Selling Real Property in San Jose for $3.725-Mil.
----------------------------------------------------------------
Adeel Mahmood asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of the real property
located at 7010 San Felipe Road, San Jose, Santa Clara County,
California 95135, to Rajinder Kaur, Kuldeep Singh, and Harnek Singh
for $3,725,000.
The Debtor wishes to sell the Subject Property. The Sale Agreement
includes the offer and accepted counteroffers for the accepted sale
price of $3,725,000.
NewRez LLC, doing business as Shellpoint Mortgage Servicing, for
Wilmington Savings Fund Society, FSB, not in its individual
capacity but solely as trustee for Verus Securitization Trust
2020-1, as servicing agent, holds the first deed of trust against
the Subject Property.
On Oct. 18, 2022, The Jamison Team entered into a listing agreement
with the Debtor to list the Subject Property. Pursuant to the
listing agreement and related modifications, the Subject Property
was listed for sale in the amount of $3,999,000.
In October 2022, The Jamison Team entered the Subject Property sale
information on the Multiple Listing Service for members only.
Thereafter, on March 3, 2023, the listing was turned to ACTIVE. On
March 5, 2023, The Jamison Team received an offer from the Buyer
through their real estate agent Daljit Tumber Said offer was
originally made on March 5, 2023 in the amount of $3,659,000.
The Debtor countered the Buyers' offer with sale price of
$3,850,000 on March 9, 2023, and the Buyers countered the Debtor's
counteroffer in the amount of $3,725,000 on March 10, 2023. The
Debtor accepted the Buyers' counteroffer dated March 10, 2023 for
final sale price of $3,725,000.
The Debtor believes that further marketing of the Subject Property
will not lead to any material increase in its price, and, in the
exercise of business judgment, wishes to sell and commit the equity
to pay creditors.
The escrow officer has made multiple attempts to obtain a payoff
demand from Shellpoint. However, Shellpoint has not yet replied to
escrow with their payoff demand.
Time is of the essence; the Debtor does not wish to lose the
current buyers. It asks that the Court approves the sale and allows
it to close immediately after the Motion is approved, but
specifically order that escrow will hold all sale proceeds for
payment of all liens, mortgages and closing costs and quarterly
United States Trustee Fees at a later time when payoff demands are
received from lenders.
A copy of the Purchase Agreement is available at
https://tinyurl.com/mr22ewn8 from PacerMonitor.com free of charge.
Adeel Mahmood sought Chapter 11 protection (Bankr. N.D. Cal. Case
No. 22-50878) on Sept. 27, 2022. The Debtor tapped Vinod Nichani,
Esq., as counsel.
AEARO TECHNOLOGIES: 7th Circuit Skeptical in Extending Stay to 3M
-----------------------------------------------------------------
Celeste Bott of Law360 reports that all three judges on a Seventh
Circuit panel Tuesday, April 4, 2023, appeared skeptical of the
argument that they should pause sprawling multidistrict litigation
over service members' and veterans' injuries allegedly caused by
faulty 3M Co. earplugs while a subsidiary's bankruptcy case
proceeds.
About Aearo Technologies
Aearo Technologies -- https://earglobal.com/en -- is a 3M company
that designs, manufactures, and sells personal protection
equipment. The Company offers prescription and non-prescription
safety eye wear, face shields, hard hats, and respirators. Aearo
serves customers worldwide.
To address claims related to the Combat Arms Earplugs Version 2,
Aearo Technologies LLC and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case
No. 22-02890) on July 26, 2022. In the petition filed by John R.
Castellano, as authorized signatory, Aearo Technologies estimated
assets and liabilities between $1 billion and $10 billion each.
3M is not a debtor in the Chapter 11 cases. 3M has committed $1
billion to fund a trust allocated for Combat Arms claims.
Kirkland & Ellis LLP is serving as legal counsel and AlixPartners
LLP is serving as restructuring advisor to Aearo Technologies. Ice
Miller LLP, is serving as bankruptcy co-counsel to the Debtors.
Kroll is the claims agent.
PJT Partners is serving as financial advisor and White & Case LLP
is serving as legal counsel to 3M.
ALL-CARE PHARMACY: Seeks to Hire Allen Jones & Giles as Counsel
---------------------------------------------------------------
All-Care Pharmacy, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Allen, Jones & Giles,
PLC as its bankruptcy counsel.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
bankruptcy proceeding;
b. representing the Debtor in connection with negotiations
involving secured and unsecured creditors;
c. representing the Debtor at hearings set by the court in the
Debtor's Chapter 11 case; and
d. preparing legal papers necessary to assist in the Debtor's
reorganization.
The firm will be paid at these rates:
Michael A. Jones, Member $485 per hour
Philip J. Giles, Member $400 per hour
David B. Nelson, Associate $325 per hour
Legal Assistants and Law Clerks $135 - $215 per hour
As disclosed in court filings, Allen, Jones & Giles does not
represent interests adverse to the Debtor or the estate in the
matters upon which it is to be engaged.
The firm can be reached through:
Michael A. Jones, Esq.
Allen, Jones & Giles, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Phone: 602-256-6000
Fax: 602-252-4712
Email: mjones@bkfirmaz.com
About All-Care Pharmacy
All-Care Pharmacy, LLC operates one of the few compounding
pharmacies in Arizona. It sells and dispenses specialty medications
to treat such diseases as human immunodeficiency virus, hepatitis
C, and Crohn's disease. All-Care Pharmacy also sells and dispenses
commercial fertility products, as well as Compounded medications
for human and animal populations. Over the years, it has focused
more of its operations on compounding pharmaceuticals for human and
veterinary and pet uses.
All-Care Pharmacy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02061) on March 31,
2023, with up to $10 million in both assets and liabilities. Raef
Hamaed, a member of All-Care Pharmacy, signed the petition.
Judge Brenda K. Martin oversees the case.
Michael A. Jones, Esq., at Allen, Jones and Giles, PLC, represents
the Debtor as legal counsel.
AMERICAN COMMUNITY: Monroe Capital Marks $106,000 Loan at 20% Off
-----------------------------------------------------------------
Monroe Capital Corporation has marked its $106,000 loan extended to
American Community Homes, Inc. to market at $85,000 or 80% of the
outstanding amount, as of December 31, 2022, according to a
disclosure contained in the Monroe Capital's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
Monroe Capital is a participant in a Senior Secured Loans to
American Community Homes, Inc. The loan accrues interest at a rate
of 12% (Payment in Kind (SF+8%)) per annum. The loan matures on
December 31, 2026.
Monroe Capital Corporation is a Maryland corporation, formed
February 9, 2011, for the purpose of purchasing an initial
portfolio of loans from two funds managed by Monroe Capital,
raising capital in an initial public offering, which was completed
in October 2012, and thereafter operating as an externally managed
business development company under the Investment Company Act of
1940, as amended. MCC is a closed-end, non-diversified investment
company that has elected to be treated as a BDC under the 1940 Act.
In addition, for tax purposes we have elected to be treated as a
regulated investment company (RIC) under the U.S. Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended
December 31, 2012.
American Communities is a family owned real estate firm that
focuses on revitalizing apartment communities and transforming them
into homes. American Communities has an incredibly unique recipe
for refreshing properties to create vibrant, comfortable, and
excellently managed communities.
AMERICAN COMMUNITY: Monroe Capital Marks $11.2M Loan at 20% Off
---------------------------------------------------------------
Monroe Capital Corporation has marked its $11,246,000 loan extended
to American Community Homes, Inc. to market at $8,953,000 or 80% of
the outstanding amount, as of December 31, 2022, according to a
disclosure contained in the Monroe Capital's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
Monroe Capital is a participant in a Senior Secured Loans to
American Community Homes, Inc. The loan accrues interest at a rate
of 12% (Payment in Kind (SF+8%)) per annum. The loan matures on
December 31, 2026.
Monroe Capital Corporation is a Maryland corporation, formed
February 9, 2011, for the purpose of purchasing an initial
portfolio of loans from two funds managed by Monroe Capital,
raising capital in an initial public offering, which was completed
in October 2012, and thereafter operating as an externally managed
business development company under the Investment Company Act of
1940, as amended. MCC is a closed-end, non-diversified investment
company that has elected to be treated as a BDC under the 1940 Act.
In addition, for tax purposes we have elected to be treated as a
regulated investment company (RIC) under the U.S. Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended
December 31, 2012.
American Communities is a family owned real estate firm that
focuses on revitalizing apartment communities and transforming them
into homes. American Communities has an incredibly unique recipe
for refreshing properties to create vibrant, comfortable, and
excellently managed communities.
AMERICAN COMMUNITY: Monroe Capital Marks $2.5M Loan at 20% Off
--------------------------------------------------------------
Monroe Capital Corporation has marked its $2,507,000 loan extended
to American Community Homes, Inc. to market at $1,996,000 or 80% of
the outstanding amount, as of December 31, 2022, according to a
disclosure contained in the Monroe Capital's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
Monroe Capital is a participant in a Senior Secured Loans to
American Community Homes, Inc. The loan accrues interest at a rate
of 12% (Payment in Kind (SF+8%)) per annum. The loan matures on
December 31, 2026.
Monroe Capital Corporation is a Maryland corporation, formed
February 9, 2011, for the purpose of purchasing an initial
portfolio of loans from two funds managed by Monroe Capital,
raising capital in an initial public offering, which was completed
in October 2012, and thereafter operating as an externally managed
business development company under the Investment Company Act of
1940, as amended. MCC is a closed-end, non-diversified investment
company that has elected to be treated as a BDC under the 1940 Act.
In addition, for tax purposes we have elected to be treated as a
regulated investment company (RIC) under the U.S. Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended
December 31, 2012.
American Communities is a family owned real estate firm that
focuses on revitalizing apartment communities and transforming them
into homes. American Communities has an incredibly unique recipe
for refreshing properties to create vibrant, comfortable, and
excellently managed communities.
AMERICAN COMMUNITY: Monroe Capital Marks $22,000 Loan at 23% Off
----------------------------------------------------------------
Monroe Capital Corporation has marked its $22,000 loan extended to
American Community Homes, Inc. to market at $17,000 or 77% of the
outstanding amount, as of December 31, 2022, according to a
disclosure contained in the Monroe Capital's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
Monroe Capital is a participant in a Senior Secured Loans to
American Community Homes, Inc. The loan accrues interest at a rate
of 12% (Payment in Kind (SF+8%)) per annum. The loan matures on
December 31, 2026.
Monroe Capital Corporation is a Maryland corporation, formed
February 9, 2011, for the purpose of purchasing an initial
portfolio of loans from two funds managed by Monroe Capital,
raising capital in an initial public offering, which was completed
in October 2012, and thereafter operating as an externally managed
business development company under the Investment Company Act of
1940, as amended. MCC is a closed-end, non-diversified investment
company that has elected to be treated as a BDC under the 1940 Act.
In addition, for tax purposes we have elected to be treated as a
regulated investment company (RIC) under the U.S. Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended
December 31, 2012.
American Communities is a family owned real estate firm that
focuses on revitalizing apartment communities and transforming them
into homes. American Communities has an incredibly unique recipe
for refreshing properties to create vibrant, comfortable, and
excellently managed communities.
AMERICAN COMMUNITY: Monroe Capital Marks $4.6M Loan at 20% Off
--------------------------------------------------------------
Monroe Capital Corporation has marked its $4,640,000 loan extended
to American Community Homes, Inc. to market at $3,694,000 or 80% of
the outstanding amount, as of December 31, 2022, according to a
disclosure contained in the Monroe Capital's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
Monroe Capital is a participant in a Senior Secured Loans to
American Community Homes, Inc. The loan accrues interest at a rate
of 12% (Payment in Kind (SF+8%)) per annum. The loan matures on
December 31, 2026.
Monroe Capital Corporation is a Maryland corporation, formed
February 9, 2011, for the purpose of purchasing an initial
portfolio of loans from two funds managed by Monroe Capital,
raising capital in an initial public offering, which was completed
in October 2012, and thereafter operating as an externally managed
business development company under the Investment Company Act of
1940, as amended. MCC is a closed-end, non-diversified investment
company that has elected to be treated as a BDC under the 1940 Act.
In addition, for tax purposes we have elected to be treated as a
regulated investment company (RIC) under the U.S. Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended
December 31, 2012.
American Communities is a family owned real estate firm that
focuses on revitalizing apartment communities and transforming them
into homes. American Communities has an incredibly unique recipe
for refreshing properties to create vibrant, comfortable, and
excellently managed communities.
AMERICAN COMMUNITY: Monroe Capital Marks $5.3M Loan at 20% Off
--------------------------------------------------------------
Monroe Capital Corporation has marked its $5,348,000 loan extended
to American Community Homes, Inc. to market at $4,258,000 or 80% of
the outstanding amount, as of December 31, 2022, according to a
disclosure contained in the Monroe Capital's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
Monroe Capital is a participant in a Senior Secured Loans to
American Community Homes, Inc. The loan accrues interest at a rate
of 19% (Payment in Kind (SF+15%)) per annum. The loan matures on
December 31, 2026.
Monroe Capital Corporation is a Maryland corporation, formed
February 9, 2011, for the purpose of purchasing an initial
portfolio of loans from two funds managed by Monroe Capital,
raising capital in an initial public offering, which was completed
in October 2012, and thereafter operating as an externally managed
business development company under the Investment Company Act of
1940, as amended. MCC is a closed-end, non-diversified investment
company that has elected to be treated as a BDC under the 1940 Act.
In addition, for tax purposes we have elected to be treated as a
regulated investment company (RIC) under the U.S. Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended
December 31, 2012.
American Communities is a family owned real estate firm that
focuses on revitalizing apartment communities and transforming them
into homes. American Communities has an incredibly unique recipe
for refreshing properties to create vibrant, comfortable, and
excellently managed communities.
AMERICAN COMMUNITY: Monroe Capital Marks $682,000 Loan at 20% Off
-----------------------------------------------------------------
Monroe Capital Corporation has marked its $682,000 loan extended to
American Community Homes, Inc. to market at $543,000 or 80% of the
outstanding amount, as of December 31, 2022, according to a
disclosure contained in the Monroe Capital's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
Monroe Capital is a participant in a Senior Secured Loans to
American Community Homes, Inc. The loan accrues interest at a rate
of 12% (Payment in Kind (SF+8%)) per annum. The loan matures on
December 31, 2026.
Monroe Capital Corporation is a Maryland corporation, formed
February 9, 2011, for the purpose of purchasing an initial
portfolio of loans from two funds managed by Monroe Capital,
raising capital in an initial public offering, which was completed
in October 2012, and thereafter operating as an externally managed
business development company under the Investment Company Act of
1940, as amended. MCC is a closed-end, non-diversified investment
company that has elected to be treated as a BDC under the 1940 Act.
In addition, for tax purposes we have elected to be treated as a
regulated investment company (RIC) under the U.S. Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended
December 31, 2012.
American Communities is a family owned real estate firm that
focuses on revitalizing apartment communities and transforming them
into homes. American Communities has an incredibly unique recipe
for refreshing properties to create vibrant, comfortable, and
excellently managed communities.
AMERICAN FLAMINGO: Unsecureds, if any, to Recover 100% w/ Interest
------------------------------------------------------------------
American Flamingo, L.L.C., submitted an Amended Chapter 11 Plan of
Reorganization.
Under the Plan, each holder of an Allowed General Unsecured Claim
will receive 100% of the amount of such holder's Allowed General
Unsecured Claim, plus 5% payable in 60 monthly installments
commencing as of the Effective Date. However, there are no
Unsecured Claims in this case.
All Cash necessary to make payments and Plan Distributions shall be
obtained from the Cash of the Reorganized Debtors as generated from
its operations and the Cash held in the Contested Claims Reserve,
if any, as applicable.
Counsel for the Debtor:
Héctor Eduardo Pedrosa-Luna, Esq.
P.O. Box 9023963
San Juan, PR 00902-3963
Tel: (787) 756-7880
Tel: (787) 920-7983
Fax: 787-754-1109
E-mail: hectorpedrosa@gmail.com
A copy of the Plan of Reorganization dated March 31, 2023, is
available at https://bit.ly/3KdZcnd from PacerMonitor.com.
About American Flamingo
American Flamingo LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)). It is engaged in the business of leasing
office spaces in San Juan, Puerto Rico. At the present time,
American Flamingo owns an office located at 644 Fernandez Juncos
Avenue, Suite 203, San Juan, PR 00907.
American Flamingo sought Chapter 11 bankruptcy protection (Bankr.
D.P.R. Case No. 22-01290) on May 5, 2022. In the petition filed by
John Hanratty, as member, American Flamingo estimated assets
between $500,000 and $1 million and liabilities between $500,000
and $1 million. Hector Eduardo Pedrosa Luna, of The Law Offices of
Hector Eduardo Pedrosa Luna, is the Debtor's counsel.
AMERICAN LAND: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
American Land Investments, Ltd. asks the U.S. Bankruptcy Court for
the Southern District of Ohio, Western Division, for authority to
use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to continue funding
its necessary business expenses and fund the costs associated with
the administration of the Case.
The Debtor entered into certain loans wherein Minster Bank is the
current lender of record. These Loans are secured by a security
interest in any and all items which may be subject to a security
interest under the Uniform Commercial Code.
As of the date of the Motion, the Lender has not consented to the
Debtor's use of its cash collateral.
The Debtor asserts that adequate protection is provided to the
Lender since it will make monthly payments towards the Loans. As
further adequate protection, the Debtor will only spend cash
collateral in accordance with the budget and submit necessary
reports to the Lender. Adequate protection is also provided by the
re-granting of pre-petition security interests.
The Cash Collateral Order will be temporary for 30 days from the
date of the Entry of the Order and may be continued thereafter
until breached by the Debtor or until a bankruptcy-exit plan is
confirmed.
A copy of the motion is available at https://bit.ly/400PPxb from
PacerMonitor.com.
About American Screening, LLC
American Screening, LLC is a distributor of complete rapid drug &
alcohol testing solutions.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. La. Case No. 23-10350) on April 7,
2023. In the petition signed by Ronald Kilgarlin, Jr., managing
member, the Debtor disclosed $9,100,921 in assets and $27,251,799
in liabilities.
Kell C. Mercer, Esq., at Kell C. Mercer, PC, represents the Debtor
as legal counsel.
AMERIMARK INTERACTIVE: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: AmeriMark Interactive, LLC
6862 Engle Road
Cleveland OH 44130-7910
Business Description: Amerimark Interactive, LLC is a direct
marketer of women's apparel, shoes, name-
brand cosmetics, fragrances, jewelry,
watches, accessories, and other related
products.
Chapter 11 Petition Date: April 11, 2023
Court: United States Bankruptcy Court
District of Delaware
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
AmeriMark Interactive, LLC (Lead Case) 23-10438
AmeriMark Intermediate Sub, Inc. 23-10439
AMDRL Holdings, Inc. 23-10440
AmeriMark Intermediate Holdings, LLC 23-10441
AmeriMark Direct, LLC 23-10442
Dr. Leonard's Healthcare, LLC 23-10443
L.T.D. Commodities LLC 23-10444
Judge: Hon. Thomas M. Horan
Debtors'
General
Bankruptcy
Counsel: Shawn M. Riley, Esq.
David A. Agay, Esq.
Sean D. Malloy, Esq.
Joshua A. Gadharf, Esq.
Ashley J. Jericho, Esq.
MCDONALD HOPKINS LLC
600 Superior Avenue East, Suite 2100
Cleveland, Ohio 44114
Tel: (216) 348-5400
Fax: (216) 348-5474
Email: sriley@mcdonaldhopkins.com
dagay@mcdonaldhopkins.com
smalloy@mcdonaldhopkins.com
jgadharf@mcdonaldhopkins.com
ajericho@mcdonaldhopkins.com
Debtors'
Co-Counsel: Derek C. Abbott, Esq.
Matthew O. Talmo, Esq.
Jonathan Weyand, Esq.
Sophie Rogers Churchill, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 Market Street, 16th Floor
Wilmington, Delaware 19801
Tel: (302) 658-9200
Fax: (302) 658-3989
Email: dabbott@morrisnichols.com
mtalmo@morrisnichols.com
jweyand@morrisnichols.com
srchurchill@morrisnichols.com
Debtors'
CRO Services
Provider: RIVERON MANAGEMENT SERVICES, LLC
Debtors'
Financial
Advisor &
Investment
Banker: CONSENSUS ADVISORY SERVICES LLC
CONSENSUS SECURITIES LLC
Debtors'
Notice,
Claims &
Balloting
Agent: STRETTO
AmeriMark Interactive's
Estimated Assets: $0 to $50,000
AmeriMark Interactive's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Stuart Noyes as chief restructuring
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZCGH2TY/AmeriMark_Interactive_LLC__debke-23-10438__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. AmeriMark Holdings, LLC Promissory $22,572,585
6864 Engle Road Note
Cleveland, OH 44130
2. LSC Communications, Inc. Trade Debt $7,479,379
2707 N. Eola Road
Aurora, IL, 60502-4812
Tel: 844-572-5720
3. Fedex Shipper $5,788,247
PO Box 371741
Pittsburgh, PA 15250-7741
Geri Hamm
Tel: 440-773-8983
Email: geri.hamm@fedex.com
4. Clarus Commerce LLC Trade Debt $2,844,161
500 Enterprise Drive, Floor 2
Rocky Hill, CT
Beth Weiner
Tel: 860-358-9198, Ext. 117
Email: eweiner@claruscommerce.com
5. Central National Gottesman Inc. Trade Debt $947,053
c/o Lindenmyer Central,
a Divison of Central National Gottesman Inc.
Three Manhattanville Road,
Purchase, NY 10577-2123
Eric Sullivan
Tel: 914-696-9300
Email: Esullivan@lindenmeyrcentral.com
6. Quad/Graphics Inc. Trade Debt $909,096
Quad Internation Headquarters,
N61 W23044 Harry's Way, Sussex, WI
53089
Mark Marin
Tel: 917-697-2432
Email: mpmarin@quad.com
7. Lindenmyer Central, Trade Debt $907,391
a Divison of Central
National Gottesman Inc.
Three Manhattanville Road,
Purchase, NY 10577-2124
Eric Sullivan
Tel: 914-696-9301
Email: Esullivan@lindenmeyrcentral.com
8. Rich Pacific (H.K.) Limited 5/F, Trade Debt $885,859
Grand Industrial Building,
159-165 WO YI HOP Road,
Kwai Chungkwai Chung, Hong Kong, CN
Eric Alper
Tel: 631-236-4400, ext 104
Email: ealper24@aol.com
9. Ningbo Kandy Imp. & Trade Debt $850,915
Exp. Co. Ltd.
11th Floor, Middle Unit, Building 2
Yangfan Plaza, High-Tech Dist
Ningbo, CN 315040
Email: nbkandy@gmail.com
10. Iterum Connections Trade Debt $814,992
CALLE 26 96 J 66 OF 801
BOGOTA, 11,CO
Email: sales@iterumconnections.com
11. Integrated Marketing Trade Debt $805,563
Solutions, Inc.
1112 7th Ave.
Monroe, WI 53566-1364
Katherine Frey
Tel: 608-328-8481
Email: katherine.frey@imsdm.com
12. Beatrice Home Fashions, Inc. Trade Debt $758,577
151 Helen St
South Plainfield, NJ 07080
Email: PESTRELLA@BEATRICEHF.COM
13. Alpro International Co., Ltd Trade Debt $739,059
4/F No 168 Flushing N Rd
Taipei, TW, 10030
Edward Lin
Tel: 011-8862-2718-0235
Email: edwardlin@alpro-intl.com.tw
14. Liberty Property Landlord $671,980
Ltd Partnership
9700 W. Higgins Rd.
Rosemont, IL, 60018
15. Leonard A. Feinberg Inc. Trade Debt $664,247
1824 Byberry Road
Bensalem, PA 19020
16. Rapid Reward Fulfillment Trade Debt $649,838
2561 Territorial Road
Saint Paul, MN 55114
Email: developer@rapidrewardfulfillment.com
17. American Shipping Company, Inc. Shipper $627,572
PO Box 1486
Englewood Cliffs, NJ 07632
18. Commission Junction Inc. Trade Debt $519,541
530 E Montecito St
Santa Barbara, CA 93103-3245
Tel: 805-730-8000
19. Pem-America, Inc. Trade Debt $511,467
70 W 36th St, 2nd Floor
New York, NY 10018
Attn: Jewel Jiang
Tel: 212-481-2141
Email: jewel.jiang@pemamerica.com
20. Deloitte & Touch LLP Trade Debt $511,200
111 S Wacker Dr
Chicago, IL 60606-4302
Tel: 312-946-3000
21. In The Flow Design Ltd. Trade Debt $486,875
Sage Inno Park, Nanshan
Shenzhen, 190 518054 China
Attn: Bonnie Mak
Tel: 011-86-755-8283-0883
Email: bonnie@intheflowdesign.com
22. Metropolitan Manufacturing Inc. Trade Debt $469,735
450 Murray Hill Parkway
E. Rutherford, NJ07073-2109
Hank Blumenfeld
Email: hank@metromfg.net
23. Ihp Tri-State Assets, LLC Trade Debt $465,701
75 REMITTANCE DR DEPT 6032
Chicago, IL 60675-6032
Email: sales@tristateassets.com
24. Listrak, Inc. Trade Debt $463,197
100 W Millport Rd
Lititz, PA 17543-9323
Email: support@listrak.com
25. Great Time International Corp. Trade Debt $448,035
ROOM 602, 6/F, Bldg C, Shum Yip
U center, #743, ZhouShi Rd
Baoan Dist.Shenzhen, 190 51812 China
Attn: Echo
Tel: 011-158-1443-5206
Email: luecho2@gmail.com
26. PACGWL, LLC - Nixon Lane, Landlord $440,916
Prologis 1800 Wazee St, Ste 500
Denver, CO 80202-2526
27. General Trade (International) Co. Trade Debt $422,678
Room 1013 Kenning Industrial Building
19 Wang Hoi Road,
Kowloon Bay, Hong Kong
Attn: Karen Hsieh
Tel: 011-8862-2731-2443
Email: karen@generaltrade.com.tw
28. Shanghai Smart Direct LLC Trade Debt $407,641
2107 Greenbriar Dr., Ste A
Southlake, TX 76092
Attn: Toi Harden
Tel: 972-841-2845
Email: toi@smartdirectint.com
29. Nassau Candy Distributors Trade Debt $383,591
DBA Amuse
530 W John St
Hicksville, NY 11801
Attn: Chandler Pedersen
Tel: 303-292-6364
Email: chandler.pedersen@amusemin
30. KGS Global Management Services Trade Debt $362,934
20/F., Rykadan Capital Tower
Hong Kong
Email: info@kgssourcing.com
AMMON ANALYTICAL: Court Confirms Reorganization Plan
----------------------------------------------------
Judge Stacey L. Meisel has entered an order approving the Second
Amended Disclosure Statement on a final basis and confirming the
Second Amended Plan of Reorganization of Ammon Analytical
Laboratories, LLC.
The Second Amended Disclosure Statement and Second Amended Plan
satisfy 11 U.S.C. Sec. 1125 and 1127 without the need for
resolicitation.
Article 2, Section 2.2 (A) of the Debtor's Second Amended Plan is
modified to provide as follows:
* Class 2 is comprised of the secured claim of AmeriCredit
Financial Services Inc. d/b/a GM Financial ("GM Financial") in the
approximate amount of $205,000, which is secured by liens against
motor vehicles owned by the Debtor. The Debtor shall allow GM
Financial to inspect and appraise the vehicles which are subject to
the liens asserted by GM Financial. Any inspection and appraisal
shall be conducted by GM Financial at its own expense on or before
April 12, 2023. Thereafter, GM Financial and the Debtor shall
negotiate in good faith to determine the agreed upon value of GM
Financial's collateral, and the Debtor will pay GM Financial the
agreed upon amount plus interest at 6% per annum in equal monthly
installments over seven years commencing on the Effective Date. GM
Financial shall retain its liens against it collateral until all
amounts due to it under the Debtor's Second Amended Plan and the
order confirming the Debtor's Second Amended Plan are paid, at
which time GM Financial's liens shall be released and discharged.
If the Debtor and GM Financial are unable to agree upon the value
of the vehicles subject to GM Financial's liens and the amount to
be paid to GM Financial under the Second Amended Plan on or before
April 26, 2023, the Court shall conduct a valuation hearing at a
date and time to be determined.
Reorganization Plan
Ammon Analytical Laboratories filed a Second Amended Combined Plan
of Reorganization and Disclosure Statement.
The Plan establishes 6 classes of claims or interests. All classes
of allowed claims are impaired under the Plan. This means that
payment to holders of all Allowed Claims, other than claims held by
insiders of the Debtor, will be modified under the terms of the
Plan and were eligible to vote on the Plan. Insiders, including
Class 6 equity interest holders, were ineligible to vote.
The Plan provides for payment in full, to (i) holders of Allowed
Administrative Expense Claims, and (ii) Priority Tax Claims.
Secured Claims will be modified and reduced to the estimated value
of the collateral securing such claims and will be paid with
interest over seven years, unless otherwise provided under this
Second Amended Plan. Holders of Allowed General Unsecured Claims
shall receive their pro rata share of $250,000 in semi-annual
payments over seven years. It is estimated that holders of General
Unsecured Claims will receive a distribution of approximately 5% of
their Allowed Claims.
The Plan will be funded through the Reorganized Debtor's
post-confirmation business operations. The Reorganized Debtor
proposes to contribute a total of $2,145,000 plus interest, where
applicable, to creditors over seven years. The Reorganized Debtor
will commence making make monthly payments to the holders of
Allowed Secured Claims on the Effective Date consistent with the
terms of this proposed Plan. The Reorganized Debtor will make 20
equal quarterly installment payments to the holders of Allowed
Priority Tax Claims over five years commencing on the Effective
Date. The Reorganized Debtor will make 14 equal semi-annual
distributions totaling $250,000 to the holders of Allowed General
Unsecured Claims over seven years commencing on the Effective Date.
In addition, Stephen Haupt, the majority member of the Debtor, will
waive his right to receive a distribution on account of his General
Unsecured Claims against the Debtor of $1,538,000, and the Debtor's
landlord, Northwood Ave. LLC, of which Stephen Haupt also is the
majority member, will waive its right to receive a distribution on
account of its General Unsecured Claims against the Debtor of
approximately $585,000.
The Debtor estimates that Allowed Administrative Expense Claims,
including fees due the Office of the United States Trustee, will
receive approximately $265,000; Allowed Secured Claims will receive
approximately $1,125,000 plus applicable interest. Allowed Priority
Tax Claims will receive approximately $505,000 plus applicable
interest; and Allowed General Unsecured Claims will receive
approximately $250,000 on account of Allowed General Unsecured
Claims of approximately $5,250,000, subject to a final
determination of the total Allowed Claims after objections have
been filed and resolved as provided herein. As more fully set forth
below, the Debtor estimates that the liquidation value of its
assets is $0.00, and that Priority Tax Claims and Allowed General
Unsecured Claims would receive no distributions in a Chapter 7.
Attorneys for the Debtor:
Michael E. Holt, Esq.
FORMAN HOLT
365 West Passaic Street, Suite 400
Rochelle Park, NJ 07662
Tel: (201) 845-1000
E-mail: mholt@formanlaw.com
A copy of the Order dated March 31, 2023, is available at
https://bit.ly/3ZxYCq7 from PacerMonitor.com.
About Ammon Analytical Laboratories
Ammon Analytical Laboratories, LLC -- https://www.ammonlabs.com/ --
provides the highest quality laboratory testing for healthcare
professionals nationwide. Ammon Analytical Laboratories sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D.N.J. Case No. 22-14534) on June 7, 2022. In the petition filed
by Stephen Haupt, managing member and CEO, the Debtor estimated
assets between $1 million and $10 million and liabilities between
$10 million and $50 million.
The case is assigned to the Honorable Bankruptcy Judge Stacey L.
Meisel.
Erin Kennedy, Esq., at Forman Holt, is the Debtor's counsel.
ARCHDIOCESE OF NEW ORLEANS: Sanctions Against Trahant Affirmed
--------------------------------------------------------------
In the appealed case captioned as IN RE ROMAN CATHOLIC CHURCH OF
THE ARCHDIOCESE OF NEW ORLEANS, (Bankruptcy No. 20-10846.),
SECTION: T (2), Civil Action No. 22-1740, No. c/w 22-4101, (E.D.
La.), Judge Greg Gerard Guidry of the U.S. District Court for the
Eastern District of Louisiana affirms the June 7, 2022, and Oct.
11, 2022 Orders issued by the Bankruptcy Court.
Among those appointed to the Official Committee of Unsecured
Creditors, and appearing in the Bankruptcy Proceeding as creditors,
were four individuals who filed lawsuits in state court asserting
sexual abuse claims against clergy of the Archdiocese. The
Appellant, Richard C. Trahant, is counsel of record for each of the
four Committee Members in their respective state court actions.
On Aug. 3, 2020, the Bankruptcy Court entered a Protective Order
governing the use and disclosure of "Protected Material" produced
in discovery. "Protected Material" is defined by the Protective
Order as any document produced in discovery that has been
designated as "CONFIDENTIAL" or "CONFIDENTIAL -- ATTORNEYS EYES
ONLY" by the producing party. Subsequently, the Archdiocese
produced certain "CONFIDENTIAL" materials to the Committee in
response to discovery requests in the Bankruptcy Proceeding. The
materials contained documents related to proceedings held before
the Archdiocese's Internal Review Board, which investigates
allegations of sexual abuse made against clergy.
In early January 2022, an apparent information leak occurred. The
Bankruptcy Court determined, for good reason, that Trahant was at
least one source of the leak and issued its June 7, 2022 Order
finding him in contempt.
The issues raised by Trahant in these consolidated appeals fall
under two inquiries: (1) whether Trahant was deprived of adequate
procedural due process; and (2) whether the sanctions levied
against Trahant were warranted and just.
Judge Guidry determines that the Bankruptcy Court did not abuse its
discretion in acting pursuant to 11 U.S.C. Section 105(a). Judge
Guidry finds that "Trahant had enjoyed more than enough due process
for the Bankruptcy Court to impose sanctions, but it did not.
Instead, Trahant would later be given additional opportunities to
be heard and the Bankruptcy Court merely precluded Trahant from
further participating in the Bankruptcy Proceeding. . . the need
for the Bankruptcy Court at that time to take immediate action and
remove Trahant was warranted by the circumstances -- "to protect
the integrity of the bankruptcy process, to guard the rights of all
parties in interest, and to preserve the trust in the
confidentiality of mediation (which was due to begin on June 8,
2022)."
Following the issuance of the June 7, 2022 Order, the Bankruptcy
Court also issued a Show Cause Order, which provided Trahant with
additional notice and the opportunity to be heard before sanctions
were levied against him. As such, Judge Guidry concludes that
Trahant was not deprived of any due process rights in the
proceedings below and, in fact, was provided with many
opportunities to be heard before a finding of contempt and the
imposition of sanctions.
In addition, Judge Guidry finds that "the Bankruptcy Court did not
abuse its discretion by imposing sanctions against Trahant. . . The
$400,000 in sanctions imposed by the Bankruptcy Court are
reasonable and justified under the circumstances. . . The record
and undisputed facts demonstrate that Trahant, an experienced
attorney, knew he was bound by the Protective Order and
deliberately chose to violate it. What is worse, Trahant continues
to suggest that he did not violate the Protective Order and that
his disregard for its protocols was justified. . . considering he
is an officer of the Court. . . Trahant's conduct was contemptuous,
wasteful, and warranted the imposition of sanctions. Trahant has
been afforded the opportunity to be heard and has presented no
evidence to support a contrary conclusion."
A full-text copy of the Opinion dated March 27, 2023, is available
https://tinyurl.com/3djfaahn from Leagle.com.
About The Roman Catholic Church of
the Archdiocese of New Orleans
The Roman Catholic Church of the Archdiocese of New Orleans --
https://www.nolacatholic.org/ -- is a non-profit religious
corporation incorporated under the laws of the State of Louisiana.
Created as a diocese in 1793, and established as an archdiocese in
1850, the Archdiocese of New Orleans has educated hundreds of
thousands in its schools, provided religious services to its
churches and provided charitable assistance to individuals in need,
including those affected by hurricanes, floods, natural disasters,
war, civil unrest, plagues, epidemics, and illness. Currently, the
archdiocese's geographic footprint occupies over 4,200 square miles
in southeast Louisiana and includes eight civil parishes:
Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John
the Baptist, St. Tammany, and Washington.
The Roman Catholic Church for the Archdiocese of New Orleans sought
Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1,
2020. The archdiocese was estimated to have $100 million to $500
million in assets and liabilities as of the bankruptcy filing.
Judge Meredith S. Grabill oversees the case.
Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's
bankruptcy counsel and special counsel, respectively. Donlin,
Recano & Company, Inc., is the claims agent.
The U.S. Trustee for Region 5 appointed an official committee of
unsecured creditors on May 20, 2020. The committee is represented
by the law firms of Pachulski Stang Ziehl & Jones, LLP and Locke
Lord, LLP. Berkeley Research Group, LLC is the committee's
financial advisor.
ARSENAL INTERMEDIATE: Opt-Out Deadline Scheduled For April 26
-------------------------------------------------------------
Bankruptcy Judge Craig T. Goldblatt for the District of Delaware
denies the motion for "opt out" form filed by Arsenal Intermediate
Holdings, LLC and its debtor-affiliates.
The Debtors ask the Court to enter an order authorizing an "opt
out" form that would inform creditors that unless they opt out of
the plan's third-party release by April 26, 2023 -- one week before
the scheduled confirmation hearing -- they will be deemed to
consent to the release of any direct claims they may have against
the Debtors' corporate parent and the parents' directors and
officers.
The U.S. Trustee opposes that relief. The U.S. Trustee points to a
variety of factors that counsel against an opt-out procedure. For
example, the U.S. Trustee argues that the complex way in which
healthcare is generally financed in the United States operates to
prevent beneficiaries from knowing the invoiced cost of services
they receive. The U.S. Trustee further contends that (a) because of
the work that still needs to be done to unwind the results of the
commingling of funds, some creditors may end up holding claims that
the creditor would have no reason to know about today; (b) the
debtors sent letters to beneficiaries that might lead those
beneficiaries to believe that their claims are merely delayed, not
at risk of being unpaid; (c) plan sponsors in this case are
generally smaller business that tend not to have access to in house
lawyers to assist in sorting out the complexities of this
situation; and (d) the language of the releases is itself complex.
The challenge in this case stems from the potential underfunding of
the health benefit plans that Arsenal Health administers. Arsenal
Health's clients were generally small and medium-sized businesses,
who were referred to as plan sponsors. These sponsors made monthly
payments to Arsenal Health for coverage for the sponsors' employees
and their families (who are the plan participants) under these
plans. Under ERISA, Arsenal Health held these funds in trust for
the benefit of the plan participants.
Assuming that the plan participants would have claims, the question
that the Court must address is whether "it is appropriate to
conclude that the plan participants have voluntarily relinquished
those potential claims based on the plan participants' failure to
opt out of the releases by the proposed deadline of April 26,
2023." Answering that question is confounded by the fact that, by
virtue of the Court's order, plan participants may not even learn
of the potential claims they would be forgoing under the
"consensual" third-party release until July 2023.
The Court is persuaded by the U.S. Trustee's argument that in this
case, the prior order entered by the Court requires further
protection. The order at issue prevents healthcare providers, who
were entitled to be paid by health plans the Debtors administer
from seeking to collect against the participants in those plans
until July 15, 2023. An unintended consequence of that order is
that it may operate to prevent those plan participants from
learning of the potential claims they may hold against either the
debtors or the beneficiaries of the third-party release.
In view of that order, the Debtors have agreed to extend the bar
date to file proofs of claim by six months to Sept. 27, 2023. For
the same reasons that the Debtors agreed to extend the bar date,
the Court concludes that it would be inappropriate to infer consent
from a creditor's failure to opt out by April 26, 2023. The Court
accordingly will not enter the order authorizing the form of notice
in the manner proposed by the Debtors. The Court would, however,
authorize a notice of the confirmation hearing that either (a)
relied on an opt-in mechanism for the third party-release, while
maintaining the existing deadline, or (b) provided for opt out, so
long as the opt-out deadline, like the bar date, were extended past
confirmation through Sept. 27, 2023.
A full-text copy of the Memorandum Opinion dated March 27, 2023, is
available https://tinyurl.com/4n59c2a3 from Leagle.com.
About Arsenal Intermediate Holdings
Arsenal Intermediate Holdings, LLC, was founded in 2006 as an
independent captive management and alternative-risk manager. It
provides broad customer solutions in risk management for captive
insurance companies and various other insurance entities through
its office location in Alabama.
Arsenal Intermediate Holdings and its affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Case No. 23-10097) on Jan. 26, 2023, listing up to
$500,000 in assets and up to $10 million in liabilities. Michael
Wyse, chief restructuring officer, signed the petition.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Polsinelli PC as special regulatory counsel; and Wyse
Advisors LLC to provide chief restructuring officer and additional
personnel. Kroll Restructuring Administration LLC is the Debtors'
claims and noticing agent and administrative advisor.
ATHENA MEDICAL: Taps Ball Santin & McLeran as Special Counsel
-------------------------------------------------------------
Athena Medical Group, LLC received approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Ball, Santin &
McLeran as its special counsel.
The firm will represent the Debtor regarding claim disputes with
and against Wound Care Specialists, LLC and its affiliates.
The firm currently holds a pre-bankruptcy retainer in the amount of
$2,000.
Ball, Santin & McLeran does not hold any interest adverse to the
Debtor or to the estate within the meaning of Section 327(e) of the
Bankruptcy Code as to the matter, which it would be employed,
according to court fillings.
The firm can be reached through:
Jeffrey Messing
Ball, Santin & McLeran, PLC
2999 N 44th St STE 500
Phoenix, AZ 85018
Phone: +1 602-840-1400
Email: messing@bsmplc.com
About Athena Medical Group
Athena Medical Group, LLC -- https://athenamedgroup.com/ --
provides primary care, transitional care, chronic care management,
remote patient monitoring, and telehealth services. The company is
based in Phoenix, Ariz.
Athena Medical Group filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
23-01635) on March 16, 2023, with total assets of $3,843,022 and
total liabilities of $12,707,798. James E. Cross has been appointed
as Subchapter V trustee.
Judge Brenda K. Martin oversees the case.
The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy
counsel and Ball, Santin & McLeran as special counsel.
ATLAS SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Atlas Systems, Inc.
d/b/a ATLASPHONES.COM
d/b/a AUCTIONJAXSON
d/b/a GLOBAL PHONE SUPPLY
d/b/a TELECOMRECYCLE.COM
f/d/b/a THE TELECOM DEALER
d/b/a BUSINESS PHONE SOURCE
1220 Centre Road
Auburn Hills, MI 48326
Business Description: Atlas Phones buys and sells a wide variety
of business telecommunication equipment.
The Company offers new and refurbished phone
systems from trusted brands, including
Avaya, Lifesize, Nortel, ShoreTel, and many
more.
Chapter 11 Petition Date: April 10, 2023
Court: United States Bankruptcy Court
Eastern District of Michigan
Case No.: 23-43287
Judge: Hon. Maria L. Oxholm
Debtor's Counsel: John J. Stockdale, Jr., Esq.
SCHAFER AND WEINER, PLLC
40950 Woodward Ave., Suite 100
Bloomfield Hills, MI 48304
Tel: (248)540-3340
Email: jstockdale@schaferandweiner.com
Total Assets: $2,062,836
Total Liabilities: $2,281,447
The petition was signed by Christopher Klow as vice president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YHGRBVA/Atlas_Systems_Inc__miebke-23-43287__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/36KZXGY/Atlas_Systems_Inc__miebke-23-43287__0001.0.pdf?mcid=tGE4TAMA
AVENIR MEMORY CARE: Hits Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Avenir Memory Care @ Knoxville LP filed for chapter 11 protection
in the District of Arizona.
The Debtor owns a memory care facility known as Avenir Memory Care
located at 901 Concord Rd. in Knoxville, Tennessee.
The facility consists of 56 private, furnished units, a full
kitchen, dining areas, meeting rooms and lounging areas. The
Facility provides expert memory care and respite care for
individuals living with memory loss. The Facility and its licensed
and professional staff provide around-the-clock assistance with all
activities of daily living, including three nutritious meals
perday, a variety of activities, classes and events geared toward
individuals suffering from memory loss, access to transportation to
medical appointments, and regular housekeeping and laundry
services.
As of the Petition Date, the Debtor had forty-five employees,
although the number of employees fluctuates with the seasons and
general employee attrition. The Facility is managed by Avenir
Senior Living, LLC, an Arizona limited liability company, whose
principal place of business is located at 11648 East Shea Blvd.,
Suite 101, Scottsdale, Arizona, pursuant to that certain Operations
Management Agreement between the Debtor and the Facility Manager
dated June 20, 2018.
Like many industries, the memory care industry in general, and the
Facility specifically, were significantly adversely affected by the
global COVID-19 pandemic, and the Debtor’s operations and
revenues suffered greatly beginning in 2020 and have not yet
reached their pre-COVID levels.
The Facility is encumbered by an asserted first position lien favor
of Merchant's Bank of Indiana, whose principal place of business is
in Carmel, Indiana. The Bank asserts that the Debtor is indebted
to it in the principal amount of $13,480,990 pursuant to a
Promissory Note dated June 27, 2018 in the face amount of
$14,030,000. The Debtor disputes the amount asserted to be due to
the Bank.
According to court filings, Avenir Memory Care 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 Avenir Memory Care @ Knoxville LP
Avenir Memory Care @ Knoxville LP is a limited partnership formed
in Tennessee, whose principal address is 11648 East Shea Blvd.,
Suite 101, Scottsdale, Arizona. It owns a memory care facility
known as Avenir Memory Care located at 901 Concord Rd. in
Knoxville, Tennessee.
Avenir Memory Care sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02047) on March 31,
2023. In the petition signed by David L. Craik, president and
director of the Debtor's general and limited partners, the Debtor
disclosed up to $50 million in both assets and liabilities.
The Debtor is represented by:
Philip R. Rudd, Esq.
SACKS TIERNEY P.A.
11648 E. SHEA BLVD., #101
SCOTTSDALE, AZ 85259
AVENIR MEMORY: Gets OK to Hire Sacks Tierney as Bankruptcy Counsel
------------------------------------------------------------------
Avenir Memory Care @ Knoxville, LP received approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Sacks Tierney
P.A. to handle its Chapter 11 case.
The hourly rates of the firm's attorneys and staff are as follows:
Partners $385 - $600
Associates $300 - $375
Paralegal Assistants $205 - $230
Philip Rudd, Esq., an attorney at Sacks Tierney, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Philip R. Rudd, Esq.
Sacks Tierney, PA
4250 N. Drinkwater Blvd., 4th Floor
Scottsdale, AZ 85251-3693
Telephone: (480) 425-2600
Facsimile: (480) 970-4610
Email: Philip.Rudd@SacksTierney.com
About Avenir Memory Care @ Knoxville
Avenir Memory Care @ Knoxville, LP operates a nursing care facility
in Scottsdale, Ariz.
Avenir Memory Care @ Knoxville filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 23-02047) on March 31, 2023, with $10 million to $50
million in both assets and liabilities. David L. Craik, president
and director of the General and Limited Partners, signed the
petition.
Judge Brenda Moody Whinery oversees the case.
Philip R. Rudd, Esq., at Sacks Tierney, P.A. represents the Debtor
as counsel.
BANYAN CAY: Sets Bidding Procedures for Real & Personal Properties
------------------------------------------------------------------
Banyan Cay Resort & Golf, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of Florida to authorize
the bidding procedures in connection with the sale of the following
assets to Westside Property Investment Co., Inc., for $102.1
million, subject to adjustments, prorations, and credits set forth
in the Asset Purchase Agreement, dated April 2, 2023, subject to
overbid:
i. All of the Debtors' real property except for certain of
the real property owned by Debtor Banyan Cay Dev. LLC, comprising
of single-family estate lots lying in Tract "L1" as recorded in
Plat Book 127, Page 18 of the Public Records of Palm Beach County,
Florida, and Tract "L2" as recorded in Plat Book 125, Page 114 of
the Public Records of Palm Beach County, Florida.
ii. All of the Debtors' personal property except for: Debtor
Banyan Cay Investment, LLC's membership interests in Banyan Cay
Mezzanine Borrower, LLC; Debtor Banyan Cay Mezzanine Borrower's
membership interests in Banyan Cay Resort & Golf, LLC; Banyan Cay
Dev. LLC; and Banyan Cay Villas, LLC; the Debtors' cash, cash
equivalents, accounts, accounts receivable, securities, credits,
rights of reimbursement, set off frights, and rights of recoupment;
the Debtors' causes of action, other than those that could affect
the operation of the Assets or any Assumed Contract or Assumed
Liabilities; the Debtors' rights and interest under any insurance
policies, except as set forth in the Stalking Horse Agreement; and
various employment-related plans and agreements.
The Debtors believe that a prompt sale of the Assets represents the
best option available to maximize value for all stakeholders in the
Chapter 11 Cases. Time is of the essence. By the Motion, the
Debtors ask that the Court approves the general timeline, with the
assumption that the Bankruptcy Court will enter an order granting
the Motion on shortened notice.
The known potential lienholders and interest holders, the nature
and extent of such liens or interests, and whether such liens or
interests are disputed are as follows:
i. U.S. Real Estate Credit Holdings III-A, LP, an Irish
limited partnership, holds a foreclosure judgment on substantially
all of the Assets (subject to dispute).
ii. ZJC, LLC, a Florida limited liability company, holds a
mortgage on certain real property of Banyan Cay Maintenance, LLC
(subject to dispute).
iii. Bellefrau Group, LLC, a Florida limited liability
company, holds a mortgage on certain real property of Banyan Cay
Maintenance, LLC (subject to dispute).
iv. Property taxes on the Assets in the aggregate amount of
approximately $719,773.89 are owed to the Palm Beach County Tax
Collector. The property taxes are not disputed.
v. Various parties have asserted construction, supplier,
subcontractor or materialmen's liens against the Assets, some of
which are disputed. All known and potential lienholders will
receive notice of the Sale and Auction.
The salient terms of the Staking Horse APA are:
a. Purchaser: Westside Property Investment Company, Inc., or
an affiliated assignee
b. Purchased Assets: Assets described in Section 2.1 of the
the Stalking Horse Agreement
c. Purchase Price: $102.1 million, subject to adjustments,
prorations, and credits set forth in the Stalking Horse Agreement.
d. Deposit: $3,063,000
e. The Assets will be sold free and clear of all liens,
claims, and interests, except for the Permitted Encumbrances and
any Assumed Liabilities.
f. Break-Up Fee: $3,063,000
g. Expense Reimbursement: $300,000
h. The closings of transactions contemplated by the Stalking
Horse Agreement will occur within 30 days after the date upon which
the Sale Order becomes a Final Order.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: June 8, 2023 at 5:00 p.m. (ET)
b. Initial Bid: At least $5 million greater than the Purchase
Price under the Stalking Horse Agreement
c. Deposit: 5% of the aggregate value of the cash
consideration of the Bid
d. Auction: The Auction, if necessary, will be held on June
13, 2023 at 10:00 a.m. (ET), or such other location as identified
by the Debtors after notice to all Qualified Bidders.
e. Bid Increments: $250,000.
f. Sale Hearing: June 20, 2023
g. Sale Objection Deadline: June 16, 2023 at 5:00 p.m. (ET)
h. Credit Bid: The Stalking Horse Bidder, to the extent the
same is the Debtors' DIP Lender will be allowed to credit bid its
secured claim, the maximum amount of such credit bid to be the
amount of the DIP Obligations plus the amount of the Bid
Protections.
The sale will be free and clear of liens, claims, encumbrances, and
other interests other than Permitted Exceptions and Assumed
Liabilities, if any, with all such liens, claims, encumbrances, and
other interests attaching to the Sale proceeds.
The Debtors, together with the Stalking Horse Bidder or Successful
Bidder, as applicable, will weigh the various pros and cons to
assuming and assigning any Assumed Contracts and believe that
assuming and assigning any Assumed Contracts, to the extent
contemplated in the Sale process, will not only be an important
consideration in operating the Debtors' business after the
conclusion of these Chapter 11 Cases, but necessary to consummate
the Sale.
Two business days after entry of the Bid Procedures Order, the
Debtors will cause the Sale Notice to be served on the Notice
Parties. As soon as reasonably practicable after the entry of the
Bid Procedures Order, the Debtors will publish the Sale Notice in
The Wall Street Journal. Subsequent to the conclusion of the
Auction, the Debtors will serve the Post-Auction Notice on the
Notice Parties.
In light of the foregoing, the Debtors ask Court enters the Bid
Procedures Order and the Sale Order, and grants such other and
further relief as is just and proper.
To maximize the value received from the Assets, the Debtors seek to
close the Sale as soon as possible after the Sale Hearing.
Accordingly, they that the Court waives the 14-day stay periods
under Bankruptcy Rules 6004(h) and 6006(d).
A copy of the Stalking Horse APA and the Bidding Procedures is
available at https://tinyurl.com/5ddchmkz from PacerMonitor.com
free of charge.
The Purchaser:
WESTSIDE INVESTMENT PARTNERS, INC.
Attn: Otis C. Moore, III
4100 East Mississippi Avenue, Suite 500
Denver, CO 80246
E-mail: omoore@westsideinv.com
- and -
SAUL EWING LLP
515 N. Flagler Drive, Suite 1400
West Palm Beach, FL 33401
Attn: Steven L. Daniels, Esq.
E-mail: steven.daniels@saul.com
About Banyan Cay Resort & Golf, LLC
Banyan Cay Resort & Golf, LLC, located at 1900 Banyan Club Road,
West Palm Beach Florida 33401, and its four affiliates operate
resorts and golf clubs.
The Debtor sought Chapter 11 protection (Bankr. S.D. Fla. Case
23-12386) on March 29, 2023.
Four of the Debtor's affiliates also sought Chapter 11 protection:
Banyan Cay Dev. LLC (Bankr. S.D. Fla. Case No. 23-12387); Banyan
Cay Villas, LLC (Bankr. S.D. Fla. Case No. 23-12388); Banyan Cay
Maintenance, LLC (Bankr. S.D. Fla. Case No. 23-12389); and Banyan
Cay Investment, LLC (Bankr. S.D. Fla. Case No. 23-12390).
Judge Mindy A. Mora oversees Case Nos. 23-12386, 23-12389, and
23-12390. Judge Erik P. Kimball oversees Case Nos. 23-12387 and
23-12388.
The Debtor tapped Joseph A. Pack, Esq., at Pack Law as counsel.
Banyan Cay Resort and Banyan Cay Investment estimated respective
assets and liabilities in the range of $100 million to $500
million.
Banyan Cay Dev. and Banyan Cay Villas estimated respective assets
in the range of $10 million to $50 million and $50 million to $100
million in debt.
Banyan Cay Maintenance estimated assets and liabilities in the
range of $1 million to $10 million.
The petitions were signed by Gerard A. McHale, McHale, P.A.,
proposed chief restructuring officer.
BED BATH:To Hold Shareholder Reverse Stock Split Plan Vote on May 9
-------------------------------------------------------------------
Natalie Lung of Bloomberg News reports that Bed Bath & Beyond will
hold a virtual special shareholder meeting at 10am EDT on May 9,
2023, according to a filing. To vote on proposal for a reverse
stock split of its common stock, par value $0.01 per share, at a
ratio in the range of 1-for-10 to 1-for-20, and the adjournment of
the special meeting to permit further solicitation of additional
proxies if there are insufficient votes to approve the plan.
About Bed Bath & Beyond
Bed Bath & Beyond Inc., together with its subsidiaries, is an
omnichannel retailer selling a wide assortment of merchandise in
the Home, Baby, Beauty & Wellness markets and operate under the
names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face
Values. The Company also operates Decorist, an online interior
design platform that provides personalized home design services.
The Company reported a net loss of $559.62 million for the fiscal
year ended Feb. 26, 2022, a net loss of $150.77 million for the
year ended Feb. 27, 2021, and a net loss of $613.82 million for the
year ended Feb. 29, 2020. As of Nov. 26, 2022, the Company had
$4.40 billion in total assets, $5.20 billion in total liabilities,
and a total shareholders' deficit of $798.64 million.
* * *
As reported by the TCR on March 8, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based specialty retailer Bed Bath
& Beyond Inc. (BBBY) to 'CCC-' from 'D'. S&P said, "BBBY's capital
structure remains unsustainable, in our view, due to its heavy debt
load, wide operating losses, and sustained cash flow deficits."
As reported by the TCR on Nov. 28, 2022, Moody's Investors Service
retained Bed Bath's corporate family rating at Ca and the outlook
remains stable. According to Moody's, Bed Bath & Beyond's Ca
corporate family rating reflects the very high likelihood of
further defaults over the next 12 months.
BENKEY LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Benkey LLC
60-17 56th Road
Suite B
Maspeth NY
Business Description: The Debtor is a Single Asset Real Estate
as defined in 11 U.S.C. Section 101(51B).
The Debtor owns a single-family home in
Raoslyn Heights, NY valued at $1.46 million.
Chapter 11 Petition Date: April 8, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-41220
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Michael L. Previto, Esq.
MICHAEL L. PREVITO
150 Motor Parkway, Room 401
Hauppage NY 11788
Tel: 631-379-0837
Email: mchprev@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Luba Vainer as owner/president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6KQGTRY/Benkey_LLC__nyebke-23-41220__0001.0.pdf?mcid=tGE4TAMA
BLUE DOLPHIN: Swings to $32.9 Million Net Income in 2022
--------------------------------------------------------
Blue Dolphin Energy Company has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing
net income of $32.89 million on $487.50 million of total revenue
from operations for the 12 months ended Dec. 31, 2022, compared to
a net loss of $12.84 million on $300.82 million of total revenue
from operations for the 12 months ended Dec. 31, 2021.
"Blue Dolphin achieved a record-setting 2022 with a number of
significant accomplishments, including reaching the highest annual
net income and refining segment contribution margin in Blue
Dolphin's history," said Jonathan P. Carroll, chief executive
officer of Blue Dolphin Energy Company. "Assuming refining margins
continue to be favorable, we believe that we are in a very good
place as a company. We remain focused on safely executing
operational excellence initiatives, addressing capital structure
(debt) issues, and exploring renewable fuels opportunities."
As of Dec. 31, 2022, the Company had $83.90 million in total
assets, $73.32 million in total liabilities, and $10.59 million in
total stockholders' equity.
Sterling Heights, Michigan-based UHY LLP, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated April 3, 2023, citing that the Company is in default under
secured and related party loan agreements and has a net working
capital deficiency. 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/793306/000165495423004195/bdco_10k.htm
About Blue Dolphin
Headquartered in Houston, Texas, Blue Dolphin Energy Company --
http://www.blue-dolphin-energy.com-- is an independent downstream
energy company operating in the Gulf Coast region of the United
States. The Company's subsidiaries operate a light sweet-crude,
15,000-bpd crude distillation tower with approximately 1.2 million
bbls of petroleum storage tank capacity in Nixon, Texas. Blue
Dolphin was formed in 1986 as a Delaware corporation and is traded
on the OTCQX under the ticker symbol "BDCO."
BOULDER CANYON: Seeks to Hire William McKibbon as Special Counsel
-----------------------------------------------------------------
Boulder Canyon, LLC seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to hire William McKibbon, III,
Esq., an attorney serving Greenville, S.C., as its special
counsel.
Mr. McKibbon will represent the Debtor in litigation pending in the
Spartanburg County Court of Common Pleas captioned as NLCP Alpha
and Michael Flaum v. Brock Ventures, LLC, Boulder Canyon, LLC, Dan
Kelly, Jason May, and William Cox (Case no, 2021-CP-42-01479).
Mr. McKibbon will bill $325 per hour for his services and $140 per
hour for his paralegals.
In court papers, Mr. McKibbon disclosed that he is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
Mr. McKibbon can be reached at:
William R. McKibbon, III, Esq.
William R. McKibbon, III Attorney at Law P.A.
601 E McBee Ave Ste. 204
Greenville, SC 29601
Phone: (864) 235-0071
Email: valerie@legalcarolina.com
About Boulder Canyon
Boulder Canyon, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. D.S.C. Case No. 23-00258) on Jan.
27, 2023, with $50,001 to $100,000 in assets and $500,001 to $1
million in liabilities. Judge Elisabetta G.M. Gasparini oversees
the case.
The Debtor tapped Randy A. Skinner, Esq., at Skinner Law Firm, LLC
as bankruptcy counsel and William McKibbon, III, Esq., an attorney
serving Greenville, S.C., as special counsel.
BOUNDARY LLC: Seeks to Hire CGA Law Firm as Bankruptcy Counsel
--------------------------------------------------------------
Boundary, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Pennsylvania to employ CGA Law Firm to handle
its Chapter 11 case.
The firm will be paid at these rates:
E. Haley Rohrbaugh, Esq. $240 per hour
Lawrence V. Young, Esq. $395 per hour
Christina M. Locondro, paralegal $130 per hour
Kenny Brayboy, paralegal $130 per hour
The firm received a retainer in the amount of $3,892.
As disclosed in court filings, CGA Law Firm is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
E. Haley Rohrbaugh, Esq.
CGA Law Firm
135 North George Street
York, PA 17401
Phone: (717) 347-0532
Fax: (717) 843-9039
Email: hrohrbaugh@cgalaw.com
About Boundary LLC
Boundary, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00718) on March
31, 2023, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities. Lisa Ann Rynard has been appointed as
Subchapter V trustee.
Judge Henry W. Van Eck presides over the case.
Elizabeth Haley Rohrbaugh, Esq., at CGA Law Firm represents the
Debtor as counsel.
BOXED INC: Gets Preliminary Okay for Private Sale Bid
-----------------------------------------------------
Jeff Montgomery of Law360 reports that bankrupt online bulk pantry
supply venture Boxed Inc. secured a Delaware judge's tentative
approval Tuesday, April 4, 2023, for a fast-tracked private sale
hearing for its lone healthy subsidiary, subject to challenges from
creditors facing bleak recovery prospects.
As reported in the TCR, Boxed, Inc., initiated voluntary
proceedings under Chapter 11 of the U.S. Bankruptcy Code to execute
a sale of its Spresso software business to its first lien secured
lenders while continuing to streamline operations, including an
efficient and orderly wind-down of its remaining retail business.
Boxed intends to fund and protect its near-term operations and
cover administrative expenses through access to its cash collateral
as the Company winds down during the Chapter 11 process and
transitions its Spresso business to a new separate legal entity
that will continue as a going concern.
About Boxed Inc.
Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an
e-commerce retailer and an e-commerce enabler. The Company
operates an e-commerce retail service that provides bulk pantry
consumables to businesses and household customers, without the
requirement of a "big-box" store membership. This service is
powered by the Company's own purpose-built storefront, marketplace,
analytics, fulfillment, advertising, and robotics technologies.
Boxed further enables e-commerce through its Software & Services
business, which offers customers in need of an enterprise-level
e-commerce platform access to its end-to-end technology.
Boxed, Inc. and its affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10397) on
April 2, 2023. In the petition signed by Chieh Huang, chief
executive officer, the Debtor disclosed up to $500 million in both
assets and liabilities. As of December 31, 2022, the Debtors
disclosed $102,562,996 in total assets and $190,370,234 in total
liabilities.
Judge Brendan Linehan Shannon presides over the cases.
Freshfields Bruckhaus Deringer US LLP and Potter Anderson & Corroon
LLP serve as the Debtors' counsel; Solomon Partners, L.P., is
assisting in the sale process; FTI Consulting, Inc., serves as the
Debtors' financial advisor; and Epiq Corporate Restructuring, LLC
acts as claims and noticing agent.
BOXED INC: Selling All Spresso Business Assets for $26.25 Million
-----------------------------------------------------------------
Boxed Inc. and its affiliates ask the U.S. Bankruptcy Court for the
District of Delaware to authorize the private sale of substantially
all of the assets used in their Spresso business to an entity owned
and designated by the First Lien Lenders for a credit bid of $26.25
million.
Prior to entering Chapter 11, the Debtors were in vital need of
liquidity. Furthermore, they were in breach of certain covenants
in their secured credit agreements that, absent forbearances, would
have allowed the Debtors’ lenders to declare an event of default
and, inter alia, sweep substantially all of the Debtors' cash from
their bank accounts, thereby severely disrupting their ability to
conduct business.
Tthe Debtors' commercial retail service will be wound down to
support maximization of remaining liquidity. With respect to the
Spresso Business, the Debtors are requesting approval of a private
sale of the Spresso Business to a designee of their First Lien
Lenders to minimize further operational losses and deterioration of
value of their estates, as well as to preserve at least 25 full
time employment positions within the Spresso Business.
In addition to searching for potential buyers, the Debtors have
worked closely with their major stakeholders, including the First
Lien Lenders, to seek support of their Chapter 11 Cases. To that
end, the First Lien Lenders have agreed to the consensual use of
their cash collateral, which will be done in accordance with a
budget and terms approved by the First Lien Lenders. The
contemplated use of cash collateral in these Chapter 11 Cases is
expected to provide the Debtors with sufficient funding to
implement their sale strategy in an orderly and value maximizing
manner.
While the Debtors have access to funds through cash collateral
usage, it cannot be emphasized strongly enough that time is of the
essence. Given the significant costs associated with continued
operations and the administrative costs of these Chapter 11 Cases,
the sale must be accomplished in an expeditious manner, if it is to
happen at all.
Following substantial, arms'-length negotiations, the Debtors and
the First Lien Lenders have agreed in principle to terms for the
purchase of substantially all of the Debtors' Spresso Business by
an entity owned and designated by the First Lien Lenders for a
credit bid of $26.25 million, as further described in the APA. The
APA contemplates the preservation of approximately 25 full time
employment positions with the post-sale Spresso business. The sale
will be free and clear of all claims, liens, encumbrances and
interests (other than included the Permitted Liens).
Pursuant to the APA, the Debtors are required to assume the
Assigned Contracts and the obligations thereunder, and to
subsequently assign the Assigned Contracts to the Purchaser. No
later than one business day after commencing these Chapter 11
Cases, the Debtors will serve the Notice of Potential Assumption
and Assignment on all parties to the Assigned Contracts. The
Contract Objection must be filed with the Court, and actually
received by the Objection Notice Parties, no later than 14 days
before the hearing on the Motion as noted in each Notice of
Potential Assumption and Assignment.
In order to ensure that the Debtors received the highest or
otherwise best value reasonably and practically available, the
Debtors have continued to contact and re-contact potential
purchasers to market their assets, and to explore whether they
would provide any higher or better value for the Spresso Business
than the First Lien Lenders. These efforts have not yielded any
new offers or expressions of interest.
The Debtors respectfully submit that the private sale of the
Purchased Assets pursuant to the APA is in the best interest of the
Debtors and their estates. Therefore, they ask Court approval of
sale of the Spresso Business as a private sale transaction, not
subject to post-petition marketing or an auction.
To implement the foregoing successfully, the Debtors seek a waiver
of the notice requirements under Bankruptcy Rule 6004(a) and the
14-day stay of an order authorizing the use, sale, or lease of
property under Bankruptcy Rule 6004(h).
A copy of the APA is available at https://tinyurl.com/2mbewhfr from
PacerMonitor.com free of charge.
About Boxed, Inc.
Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an
e-commerce retailer and an e-commerce enabler. The Company
operates an e-commerce retail service that provides bulk pantry
consumables to businesses and household customers, without the
requirement of a "big-box" store membership. This service is
powered by the Company's own purpose-built storefront,
marketplace,
analytics, fulfillment, advertising, and robotics technologies.
Boxed further enables e-commerce through its Software & Services
business, which offers customers in need of an enterprise-level
e-commerce platform access to its end-to-end technology.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10397) on April 2,
2023. In the petition signed by Chieh Huang, chief executive
officer, the Debtor disclosed up to $500 million in both assets
and
liabilities. As of December 31, 2022, the Debtors disclosed
$102,562,996 in total assets and $190,370,234 in total
liabilities.
Judge Brendan Linehan Shannon presides over the cases.
Freshfields Bruckhaus Deringer US LLP and Potter Anderson &
Corroon
LLP serve as the Debtors' counsel; Solomon Partners, L.P., is
assisting in the sale process; FTI Consulting, Inc., serves as the
Debtors' financial advisor; and Epiq Corporate Restructuring, LLC
acts as claims and noticing agent.
BOY SCOUTS: District Court Affirms Plan Confirmation Order
----------------------------------------------------------
Judge Richard G. Andrews of the U.S. District Court for the
District of Delaware affirms the Bankruptcy Court's Order
confirming the Plan of Reorganization of debtors Boy Scouts of
America and Delaware BSA, LLC.
The consolidated appeals, arising in the chapter 11 cases of
debtors Boy Scouts of America and Delaware BSA, LLC, were taken
from the Bankruptcy Court's Order, dated Sept. 8, 2022, making
certain findings of fact and conclusions of law and confirming
BSA's plan of reorganization, together with the Bankruptcy Court's
related Opinion, dated July 29, 2022, which approved key elements
of the Plan.
The Plan embodies a global resolution of Scouting-related sexual
abuse claims. These settlements are the product of nearly two years
of mediation and provide at least $2.46 billion in cash and
property to the Settlement Trust benefiting Abuse Survivors, plus
significant unliquidated assets, including valuable insurance
rights worth up to another $4 billion plus. The Plan "channels" to
the Settlement Trust all Abuse Claims against BSA, the Related
Non-Debtor Entities, the Local Councils, certain Chartered
Organizations, and those covered by insurance policies issued by
the Settling Insurance Companies and provides for coextensive
nonconsensual releases of the channeled Abuse Claims.
Fifteen sets of Appellants argue strenuously that the Plan did not
meet the requirements of the Bankruptcy Code for confirmation. On
the Appellee side, BSA, the Ad Hoc Committee of Local Councils, the
Future Claimants' Representative, the Coalition of Abused Scouts
for Justice, and Settling Insurance Companies have each filed
briefs in support of the Confirmation Order. The legal issues
raised on appeal and to address the one disputed finding of fact:
whether it was clear error for the Bankruptcy Court to find that
the Plan likely pays Direct Abuse claimants in full.
Based on the record, the Appellants have failed to put forth
evidence that would demonstrate clear error in the Bankruptcy
Court's careful findings of facts.
As the Bankruptcy Court observed, the facts supporting Plan
confirmation are largely uncontroverted, whereas the import of the
facts is very much in dispute. Judge Andrews concludes that "the
Plan was supported by every estate fiduciary and nearly every
organized creditor group -- with final voting results. . .
demonstrate overwhelming creditor support for the Plan, with all
voting classes voting to accept. . . 85.72% of holders of Class 8
Direct Abuse Claims and 82.41% of Class 9 Indirect Abuse Claims
voted to accept the Plan."
In addition, Judge Andrews sees no clear error in the Bankruptcy
Court finding that the Plan would likely provide for payment in
full of Direct Abuse Claims. The evidence marshalled in support of
this conclusion was more than sufficient to sustain the finding.
Given the value of the substantial contributions to the Settlement
Trust -- including noncontingent and contingent sources of funding
which could amount to $7 billion -- any discrepancy attributable to
the expenses of administering the Settlement Trust fails to
establish that the Bankruptcy Court's finding, that "Direct Abuse
Claims will more likely than not be paid in full," is "completely
devoid of a credible evidentiary basis."
Moreover, Judge Andrews notes that "The opinions of many of BSA's
expert witnesses were not challenged by competing expert opinions
or testimony. . . no party produced a witness to contradict the
opinions of Dr. Charles Bates (who testified as to the range of
aggregate values of Direct Abuse Claims for the purposes of
confirmation) or Nancy Gutzler (who testified as to the
reasonableness of the insurance settlements, as well as the amount
of insurance available from Non-Settling Insurance Companies)."
The consolidated appealed case is captioned as IN RE: BOY SCOUTS OF
AMERICA and DELAWARE BSA, LLC, Chapter 11 Debtors. NATIONAL UNION
FIRE INSURANCE, COMPANY OF PITTSBURGH, PA, et al, Appellants, v.
BOY SCOUTS OF AMERICA and DELAWARE BSA, LLC, et al., Appellees,
Civ. No. 22-1237-RGA (Lead Case), Civ. Nos. 22-1238-RGA,
22-1239-RGA, 22-1240-RGA, 22-1241-RGA, 22-1242-RGA, 22-1243-RGA,
22-1244-RGA, 22-1245-RGA, 22-1246-RGA, 22-1247-RGA, 22-1249-RGA,
22-1250-RGA, 22-1251-RGA, 22-1252-RGA, 22-1258-RGA, & 22-1263-RGA
(Consolidated), (D. Del.).
A full-text copy of the Opinion dated March 27, 2023, is available
https://tinyurl.com/5djdpv2v from Leagle.com.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
CAMBRIAN HOLDING: ARC Must Pay Trade Payables, District Court Says
------------------------------------------------------------------
In the appealed case captioned as In re CAMBRIAN HOLDING COMPANY,
INC., et al., Debtors, AMERICAN RESOURCES CORPORATION, Appellant,
v. KEY-WAY, LLC, et al., Appellees, Civil Action No. 5:22-86-KKC,
(E.D. Ky.), Judge Karen K. Caldwell of the U.S. District Court for
the Eastern District of Kentucky affirms the decision of the
bankruptcy court granting Key-Way, LLC's motion to compel American
Resources Corporation to pay certain post-petition trade payables.
Key-Way, LLC hauled coal for Perry County Coal -- one of the
Debtors in the underlying Chapter 11 case. Key-Way and Perry County
Coal's relationship began in 2002, and those parties entered into a
trucking agreement in 2011. The contract provided that Perry County
Coal would pay certain rates per ton of coal refuse hauled from two
branches. Key-Way also performed extra work for Perry County Coal
-- like cleaning out coal ponds, grading roadbeds, and more --
throughout their nearly 20-year relationship. Though Key-Way began
performing the extra work in 2003, it eventually contracted out the
labor to Kentucky Mine Services, who used Key-Way's equipment to
perform the work. Whether this extra work was actually contracted
for and performed is the primary issue here.
Perry County Coal owed Key-Way north of one million dollars at the
time it filed its bankruptcy petition. On Sept. 25, 2019, the
bankruptcy court approved an Asset Purchase Agreement wherein Perry
County Coal would sell its assets to American Resources
Corporation. This order made clear that ARC would assume all
accrued and unpaid post-petition trade payables. Key-Way filed a
motion to compel ARC to pay for post-petition, pre-sale services
rendered. The order sought $48,010 for coal refuse hauling services
and $59,891 for the extra work at issue here. The bankruptcy court
granted Key-Way's motion and ordered ARC to pay for the coal
hauling and the extra work -- a total of $107,902 -- pursuant to
the Asset Purchase Agreement. ARC does not dispute that it owes the
sums for the coal hauling.
ARC's first issue on appeal presents two distinct questions: "the
first involves the establishment of a contract and the second
concerns whether the 'extra work' was actually performed as per the
contract. ARC's second issue on appeal is whether Key-Way's claims
were administrative claims barred by the bankruptcy court's Bar
Date Order. The bankruptcy court decided that the sums in question
were post-petition trade payables. Accordingly, it is Key-Way's
position that the administrative claims bar date has nothing to do
with the claims here.
Key-Way argues that it did not need to file administrative claims
-- nor could it have even properly filed such a claim. Because the
sums in question are unpaid post-petition trade payables which ARC
contractually assumed, an administrative claim would have been the
improper avenue for Key-Way's claims. The bankruptcy court noted
that the sums in question were trade payables "even if they're not
the amount or you can't prove performance, these are the types of
claims that would be trade payables covered under the American
Resources purchase agreement."
In granting Key-Way's motion to compel, the bankruptcy court found
that there was "undisputed evidence in the form of direct
testimony, the critical vendor agreement, and business records
that. . . overwhelmingly shows Key-Way performed post-petition
services at an agreed price for which it has not been paid."
Key-Way produced business records and the testimony of its sole
owner Wayne Lackey to support the existence of an agreement and the
habitual performance of the extra work. Moreover, this ordinary
course, supported by Lackey's testimony and the documents provided,
clearly shows that the parties had an agreement for this extra work
and that there is a balance outstanding.
Upon a de novo review of the record, Judge Caldwell determines that
"the bankruptcy court correctly concluded that a contract existed.
. . The bankruptcy court correctly found ARC's argument
unpersuasive, considering Lackey had personal knowledge of the
timeliness and ordinary practice of the records as their custodian.
Lackey's familiarity with the records and practice of his business
is more than enough to satisfy FRE 803(6)."
A full-text copy of the Opinion and Order dated March 27, 2023, is
available https://tinyurl.com/4jrr5j33 from Leagle.com.
About Cambrian Holding
Belcher, Kentucky-based Cambrian Holding Company, Inc., and its
subsidiaries produce and process metallurgical coal and thermal
coal for use by utility providers and industrial companies located
primarily in the eastern United States and Canada. The company
began operations in 1991 and, over time, acquired various mines and
mining-related assets from major coal corporations.
Cambrian Holding Company and 18 of its affiliates each filed a
petition seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. At the
time of the filing, Cambrian Holding Company had estimated assets
and liabilities of less than $50,000. Judge Gregory R. Schaaf
oversees the cases.
The Debtors tapped Frost Brown Todd, LLC as bankruptcy counsel;
Whiteford, Taylor & Preston, LLP as litigation counsel; Jefferies,
LLC as investment banker; and FTI Consulting, Inc., as financial
advisor. Epiq Corporate Restructuring, LLC, is the notice, claims
and solicitation agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors, which tapped Foley & Lardner, LLP as legal
counsel; Barber Law PLLC as local counsel; and B. Riley FBR, Inc.
as financial advisor.
CAREVIEW COMMUNICATIONS: Delays Form 10-K Over Staffing Constraints
-------------------------------------------------------------------
Careview Communications, Inc. was unable to file its Annual Report
on Form 10-K for the year ended Dec. 31, 2022 in a timely manner
due to staffing constraints and, as a result, additional time is
needed to complete certain disclosures and analyses to be included
in the Report.
In accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Company intends to file its
Report on or prior to the 15th calendar day following the
prescribed due date.
About CareView Communications
Headquartered in Lewisville, Texas, CareView Communications, Inc.
-- http://www.care-view.com-- is a provider of products and
on-demand application services for the healthcare industry,
specializing in bedside video monitoring, software tools to
improve
hospital communications and operations, and patient education and
entertainment packages.
Careview Communications reported a net loss of $10.08 million for
the year ended Dec. 31, 2021, compared to a net loss of $11.68
million for the year ended Dec. 31, 2020. As of June 30, 2022, the
Company had $4.39 million in total assets, $121.58 million in total
liabilities, and a total stockholders' deficit of $117.19 million.
In its Quarterly Report for the three months ended Sept. 30, 2022,
CareView stated, "Management continues to monitor the immediate and
future cash flows needs of the company in a variety of ways which
include forecasted net cash flows from operations, capital
expenditure control, new inventory orders, debt modifications,
increases sales outreach, streamlining and controlling general and
administrative costs, competitive industry pricing, sale of
equities, debt conversions, new product or services offerings, and
new business partnerships. The Company's net losses and cash
outflows raise substantial doubt about the Company's ability to
continue as a going concern."
CATALINA MARKETING: April 28 Hearing on Disclosure Statement
------------------------------------------------------------
Judge Lisa G. Beckerman has entered an order that a hearing to
consider compliance with the Disclosure and solicitation
requirements and confirmation of Pacificco Inc., et al.'s
Prepackaged Plan is scheduled to be held before this Court on April
28, 2023 at 10:00 a.m. (Prevailing Eastern Time).
Any objections to the Disclosure Statement and/or the Prepackaged
Plan must be filed and served on or before April 18, 2023, at 4:00
p.m. (Prevailing Eastern Time).
The deadline to file any briefs, declarations, and/or affidavits in
support of approval of the Disclosure Statement and confirmation of
the Prepackaged Plan and any replies to any objections to the
Disclosure Statement and/or the Prepackaged Plan will be April 25,
2023 at 4:00 p.m. (Prevailing Eastern Time).
The deadline to file the Plan Supplement will be April 10, 2023.
About Catalina Marketing
Catalina Marketing Corporation provides an extensive network of
in-store, point-of-sale data acquisition and promotional delivery
systems, present in approximately 22,000 retail locations in the
U.S. Catalina is currently party to agreements with approximately
59 retailer partners to utilize Catalina's networked servers and
high-speed printers at multiple POS locations in each of the
retailers' stores.
Catalina Marketing and 14 affiliated entities sought Chapter 11
bankruptcy protection in the U.S. Bankruptcy Court for the Southern
District of New York on March 28, 2023. Affiliate PacificCo Inc.
(Bankr. S.D.N.Y. Case No. 23-10470) is the lead case. The Debtors
listed $100 million to $500 million in estimated assets and
liabilities on a consolidated basis. The petitions were signed by
Michael Huffmaster as chief financial officer.
The Hon. Philip Bentley oversees the cases. Garty T. Holtzer,
Esq., Kevin Bostel, Esq., and Rachael Foust, Esq., at Weil, Gotshal
& Manges LLP, serve as the Debtors' counsel. FTI Consulting, Inc.,
serves as the Debtors' financial advisor. Houlihan Lokey is the
Debtors' investment banker. Kurtzman Carson Consultants LLC is the
Debtors' claims, noticing and solicitation agent.
Catalina and several affiliates previously sought Chapter 11
bankruptcy protection on Dec. 12, 2018 with a prepackaged plan that
would reduce debt by $1.6 billion. The 2018 lead case was In re
Checkout Holding Corp. (Bankr. D. Del. Case No. 18-12794). In the
2018 petition, Catalina disclosed funded debt of $1.9 billion as of
the bankruptcy filing. Assets were in the range of $1 billion to
$10 billion. On January 31, 2019, the Hon. Kevin Gross confirmed
the company's Plan of Reorganization allowing Catalina to reduce
debt by more than 80% from about $1.9 billion to about $280 million
upon emergence.
In the 2018 Plan, first lien lenders owed $55 million on a first
lien revolver and $1.02 billion on a first lien term loan were
slated to receive their pro rata share of 90% of the equity in the
reorganized Debtors, subject to dilution by a contemplated
management incentive plan. Second Lien Lenders owed $460 million on
a second-lien term loan will receive their pro rata share of 10% of
the New Common Stock, subject to dilution. Allowed general
unsecured claims were paid in the ordinary course and otherwise
unimpaired.
CBC RESTAURANT: Seeks to Hire Culhane Meadows as Legal Counsel
--------------------------------------------------------------
CBC Restaurant Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Culhane
Meadows, PLLC as their legal cunsel.
The firm's services include:
(a) advising the Debtors with respect to their powers and
duties in the continued management and operation of their business
and properties;
(b) advising and consulting on the conduct of the Debtors"
Chapter 11 cases, including all of the legal and administrative
requirements of operating in Chapter 11;
(c) attending meetings and negotiating with representatives of
the Debtors' creditors and other parties in interest;
(d) taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which they are involved, including objections to claims filed
against the estates;
(e) preparing pleadings;
(f) advising the Debtors in connection with a proposed sale of
their assets;
(g) appearing before the bankruptcy court and any appellate
courts;
(h) advising the Debtors regarding tax matters;
(i) advising the Debtors regarding insurance and regulatory
matters;
(j) taking any necessary action to negotiate, prepare, and
obtain approval of a disclosure statement and confirmation of a
Chapter 11 plan and all documents related thereto; and
(k) other necessary legal services.
Mette Kurth, Esq., and Lynnette Warman, Esq., are the principal
attorneys presently designated to represent the Debtors. Ms.
Kurth's hourly rate is $825 while Ms. Warman's hourly rate is $550.
Other partners, including Robert Dremluk, Esq., ($725 per hour),
Richard Grant, Esq., ($400 per hour), Sharon Lewonski, Esq., ($400
per hour), Michael Smetana, Esq., ($500 per hour), Cheryl Diaz,
Esq., ($450 per hour), and Mishell Kneeland, Esq., ($550 per hour),
will also provide representation on an as-needed basis.
The standard hourly rates for partners at Culhane Meadows range
from $340 to $825. Jeff Frotton is the principal paralegal
presently designated to assist Ms. Kurth with respect to these
cases. His standard hourly rate is $190.
The firm received a retainer in the amount of $200,000.
As disclosed in court filings, Culhane Meadows and its attorneys
are disinterested persons within the meaning of Bankruptcy Code
Section 101(14).
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Culhane
Meadows 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 Debtor in the 12 months
prepetition; and
-- Culhane Meadows provided the Debtors with an estimated
budget for fees and expenses expected to be incurred in connection
with their Chapter 11 cases.
The firm can be reached through:
Mette H. Kurth, Esq.
Culhane Meadows PLCC
P.O. Box 736634
Dallas, TX 75373-6634
Direct: 202-683-2022
Email: mkurth@cm.law
About CBC Restaurant
CBC Restaurant Corp. and its affiliates operate and franchise
quick-casual eateries under the name Corner Bakery Cafe.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10245) on February
22, 2023. In the petition signed by its chief executive officer and
chief operating officer, Jignesh Pandya, CBC Restaurant disclosed
up to $50 million in both assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Mette H. Kurth, Esq., at Culhane Meadows PLLC as
legal counsel and Hilco Trading LLC, doing business as Hilco
Global, as financial advisor and investment banker. Kurtzman Carson
Consultants, LLC is the Debtors' claims and noticing agent.
CELSIUS NETWORK: Unsecured Creditors Get Cash, Tokens in Plan
-------------------------------------------------------------
Celsius Network LLC, et al., filed a a Joint Chapter 11 Plan of
Reorganization.
Under the Plan, Class 8 Unsecured Loan Claims will receive a
combination of (i) Cash, (ii) ESTs, and (iii) MSTs sufficient to
provide a recovery at the midpoint of the Class 5 (General Earn
Claim) recovery set forth in the Disclosure Statement. Class 8 is
impaired.
Class 9 General Unsecured Claims will receive a combination of (i)
Cash, (ii) ESTs, and (iii) MSTs sufficient to provide a recovery at
the midpoint of the Class 5 (General Earn Claim) recovery set forth
in the Disclosure Statement. Class 9 is impaired.
"Earn Claim" means any (i) Claim arising out of or related to the
Earn Program or (ii) Account Holder Claim not separately classified
under the Plan
"Equity Share Token" or "EST" means a new Security Token to be
distributed on the Effective Date in accordance with the terms
hereof, representing each such Holder's common equity interest in
NewCo.
"General Earn Claims" means Earn Claims (other than Convenience
Claims).
"Management Share Token" or "MST" means a new Security Token issued
by NewCo to be distributed on the Effective Date in accordance with
the terms hereof, representing each such Holder's preferred equity
interest in NewCo, which shall entitle the holder of such MST to
its share of an annual distribution with respect to all MSTs, which
aggregate annual distribution shall be in an amount equal to the
sum of (x) 0.5% of the NewCo FeePaying Asset Value, and (y) the
dividend equivalent of a 2.5% incentive fee (such fee base to be
calculated based on the Incentive Fee Base Amount, as defined in
the Management Agreement), if any.
The Plan may be effectuated through either the NewCo Transaction
or, if applicable in accordance with Article IV.E, the Orderly Wind
Down.
On or before the Effective Date, the Debtors, NewCo and/or its
subsidiaries, or the Post-Effective Date Debtors, as applicable,
shall take any action as may be necessary or appropriate to effect
the NewCo Transaction or Orderly Wind Down, as applicable,
including those steps set forth in the Transaction Steps
Memorandum.
The actions to implement the NewCo Transaction or Orderly Wind Down
may include, in addition to those steps set forth in the
Transaction Steps Memorandum: (1) the execution and delivery of
appropriate agreements or other documents of merger, amalgamation,
consolidation, restructuring, reorganization, conversion,
disposition, transfer, arrangement, continuance, dissolution, sale,
purchase, or liquidation containing terms that are consistent with
the terms of the Plan and that satisfy the applicable requirements
of applicable Law and any other terms to which the applicable
Entities may agree; (2) the execution and delivery of appropriate
instruments of transfer, assignment, assumption, or delegation of
any asset, property, right, liability, debt, or obligation on terms
consistent with the terms of the Plan and having other terms to
which the applicable Entities may agree; (3) the execution,
delivery, and filing, if applicable, of appropriate certificates or
articles of incorporation, reincorporation, formation, merger,
consolidation, conversion, amalgamation, arrangement, continuance,
dissolution, or other certificates or documentation pursuant to
applicable law; (4) to the extent applicable, the issuance,
transfer, or distribution of Equity Share Tokens and Management
Share Tokens; (5) to the extent applicable, the execution and
delivery of the New Organizational Documents, and any certificates
or articles of incorporation, bylaws, or such other applicable
formation documents (if any) of NewCo and/or its subsidiaries
(including all actions to be taken, undertakings to be made, and
obligations to be incurred and fees and expenses to be paid by the
Debtors and/or the Post-Effective Date Debtors, as applicable); (6)
all transactions necessary to provide for the transfer of some or
all of the assets or Interests of any of the Debtors to NewCo
and/or one or more of its subsidiaries, which transfer may be
structured as a taxable transaction for United States federal
income tax purposes; and (7) all other actions that the applicable
Entities determine to be necessary or appropriate, including making
filings or recordings that may be required by applicable law in
connection with the Plan. All Holders of Claims and Interests
receiving distributions pursuant to the Plan and all other
necessary parties in interest, including any and all agents
thereof, shall prepare, execute, and deliver any agreements or
documents and take any other actions as the Debtors reasonably
determine are necessary or advisable to effectuate the provisions
and intent of the Plan.
The Debtors and the Post-Effective Date Debtors, as applicable,
shall fund distributions under the Plan with: (1) Cash on hand as
of the Effective Date, including from the Management Contribution
and net proceeds from the sale of GK8, (2) Available
Cryptocurrency, (3) the Equity Share Tokens and Management Share
Tokens, and (4) Litigation Proceeds.
Subject to Bankruptcy Court approval, the Debtors will effectuate
an Orderly Wind Down if, at any time after the confirmation of the
Plan, the Debtors, the Committee, and their respective advisors
determine in good faith that, consistent with their fiduciary
duties, an Orderly Wind Down is in the best interests of the
Estates due to complications or delays in implementing the NewCo
Transaction. In the event the Debtors pursue an Orderly Wind Down,
distributions under the Plan shall be funded from the Wind-Down
Assets.
On and after the Effective Date, the Plan Administrator will be
authorized to implement the Plan and any applicable orders of the
Bankruptcy Court, and the Plan Administrator shall have the power
and authority to take any action necessary to wind down and
dissolve the Post-Effective Date Debtors' Estates. As soon as
practicable after the Effective Date, the Plan Administrator shall:
(1) cause the Post-Effective Date Debtors to comply with, and abide
by, the terms of the NewCo Transaction and any other documents
contemplated thereby; (2) take any actions necessary to wind down
the Post-Effective Date Debtors' Estates; provided that the
Post-Effective Date Debtors shall not be dissolved until all Causes
of Action included in the Schedule of Retained Causes of Action are
prosecuted and the conditions precedent to such dissolution in
Article IV.F.7 are satisfied; and (3) take such other actions as
the Plan Administrator may determine to be necessary or desirable
to carry out the purposes of the Plan.
Counsel for the Debtors:
Joshua A. Sussberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
Patrick J. Nash, Jr., Esq.
Ross M. Kwasteniet, Esq.
Christopher S. Koenig, Esq.
Dan Latona, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
A copy of the Disclosure Statement dated March 31, 2023, is
available at https://bit.ly/3lXDI6b from PacerMonitor.com.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CHARLES DEWEESE: Sale of Common Stock in Regions Financial Approved
-------------------------------------------------------------------
Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Charles Weldon Deweese and Penny
Whitfield Deweese and certain entities they own to sell on the
public market all of Charles Weldon Deweese's 7,752 shares of
common stock in Regions Financial Corp.
Mr. Deweese is authorized to sell the Regions Stock on the public
market pursuant to nonbankruptcy law, to pay Franklin Bank all
proceeds net of transaction costs up to the sum of 53,500, and to
retain any proceeds in excess of the amount payable to Franklin
Bank in the Deweeses' DIP account and utilize them for any
expenditures otherwise authorized.
About the Dewesees
The Deweeses are longtime residents of Franklin County, Kentucky
who have invested in and developed residential and commercial
properties throughout the county.
Charles Weldon Deweese and Penny Whitfield Deweese sought Chapter
11 bankruptcy protection (Bankr. W.D. Ky. Case No. 23-10072) on
Jan. 27, 2023.
Real estate owning entities of the Deweeses also sought Chapter 11
protection: CoCo LLC (Case No. 23-10073); Drakes Creek Holding
Company, LLC (Case No. 23-10074); Jed Holding Company LLC (Case
No.
23-10075); and Weldon Inc. (Case No. 23-10076).
The Debtors' Chapter 11 cases are jointly administered under Case
No. 23-10072.
The Debtors are represented by:
Neil Charles Bordy, Esq.
Seiller Waterman LLC
519 Gregory Road
Franklin, KY 42134
COUNTER CORTE: Unsecureds to Get 6.24-7.72 Cents on Dollar in Plan
------------------------------------------------------------------
The Counter Corte Madera LP submitted an Amended Plan of
Reorganization for Small Business under Subchapter V dated April 6,
2023.
The Debtor commenced this bankruptcy case on December 14, 2022, to
facilitate the orderly liquidation and distribution of its assets
and permit avoidance of SBA's lien on cash under the Bankruptcy
Code.
The U.S. Small Business Administration ("SBA") has a lien on the
personal property assets stored in Belmont. This Plan provides for
the consensual treatment of SBA's secured claim on that collateral:
the Debtor shall pay SBA $12,000 in cash on the Effective Date, or
the Debtor will release it to SBA as the indubitable equivalent of
its secured claim.
At the commencement of the case, SBA also held an unperfected lien
on the cash on hand of $50,128.10. On January 10, 2023, the Debtor
filed its Complaint to Avoid Unperfected Lien commencing The
Counter Corte Madera LP vs. U.S. Small Business Administration,
Adversary Proceeding number 23-0003, seeking a judgment avoiding
the unperfected lien of the SBA on the cash the Debtor held at the
filing of this case. On March 7, 2023, the Debtor and SBA filed
their Stipulation for Judgment on Complaint to Avoid Unperfected
Lien and uploaded a consensual form of judgment avoiding removing
SBA's lien on cash; judgment was entered on March 10, 2023.
The Debtor is concurrently filing a motion to obtain bankruptcy
court approval of a sale of its liquor license for $124,000 or such
higher bidder as may be approved by the court at the hearing.
Payments due under the Plan total $174,128.10. They are as
follows:
* $14,000.00 for projected administrative claims of
professionals over retainer, $12,000 for the Subchapter V Trustee,
and $800.00 for the Franchise Tax Board.
* Priority claims of $9,183.75 to the Marin County Tax
Collector, $4,527.54 for EDD and, unless it is paid by ADP prior to
the Effective Date, $25,477.81 to the Internal Revenue Service.
* The remaining $109,139.60-$133,617.41 will be paid the
holders of allowed general unsecured claims on a pro rata basis in
two payments, the first on the Effective Date and second when the
proceeds from sale of the liquor license are available.
The Plan Proponent's feasibility analysis shows that the Debtor
will have projected disposable income of $109,139.60-$133,617.41 in
total over the three-year plan period, net of annual expenses
(projected at $0), amounting to a projected
$109,139.60-$133,617.41.
This Plan of Reorganization proposes to pay creditors of the
Debtors from personal earnings, the proceeds of repayment of a
business loan, and then cash and proceeds from Debtors' investment
account.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 6.24-7.72 cents on the dollar. This Plan also
provides for the payment of administrative and priority claims.
Class 2 consists of the claim of the U.S. Small Business
Administration. SBA shall receive, at its option, $12,000 which SBA
and the Debtor have agreed is the value of SBA's personal property
collateral, or all personal property of the Debtor to which its
lien attaches as the indubitable equivalent of its Class 2 secured
claim. The balance of SBA's Class 2 claim shall be treated as an
allowed $203,144.20 Class 3 General Unsecured Claim.
Class 3 consists of General unsecured claims. General unsecured
claims shall receive their pro rata share of the remainder of the
estate, estimated to be $130,617.50 in two payments, the first on
the Effective Date and second when the proceeds from sale of the
liquor license are available.
The Debtor will retain possession of the property of the estate,
complete the sale of its liquor license and distribute all proceeds
as soon as practicable after the Effective Date. In the event that
SBA elects to take possession of its collateral, the Debtor shall
assemble it and make it available to SBA where it is stored in
Belmont, California.
A full-text copy of the Amended Plan dated April 6, 2023 is
available at https://bit.ly/3MuPzDD from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Heinz Binder, Esq.
Robert G. Harris, Esq.
Binder & Malter, LLP
2775 Park Avenue
Santa Clara, CA 95050
Tel: (408) 295-1700
Fax: (408) 295-1531
Email: Heinz@bindermalter.com
Rob@bindermalter.com
About The Counter Corte Madera
The Counter Corte Madera LP operated The Counter, a restaurant
located at 201 Corte Madera Town Center, Corte Madera, California
(the "Premises"). The Debtor filed its voluntary petition for
Chapter 11 protection (Bankr. N.D. Calif. Case No. 22-30686) on
Dec. 14, 2022, with $272,574 in assets and $1,467,285 in
liabilities. Peter Katz, manager of CI Management LLC, signed the
petition.
Judge Dennis Montali oversees the case.
Binder & Malter, LLP, serves as the Debtor's legal counsel.
CRYPTO CO: Delays Filing of 2022 Annual Report
----------------------------------------------
The Crypto Company said via Form 12b-25 filed with the Securities
and Exchange Commission it has experienced a delay in filing its
Annual Report on Form 10-K for the year ended Dec. 31, 2022 by
March 31, 2023, the original due date for such filing.
The Company was unable to file its Form 10-K within the prescribed
time period because it requires additional time to prepare and
review its financial statements, including the notes thereto, for
the year ended Dec. 31, 2022, primarily due to (i) its limited
resources of financial reporting and accounting personnel resulting
in the need for additional time to close its books and records,
complete its financial statement preparation and finalize its
review procedures and (ii) the Company's need for additional time
for compilation and review to ensure adequate disclosure of certain
information required to be included in the Form 10-K. As a result,
the Company is unable to file its Form 10-K by the prescribed
filing date without unreasonable effort or expense. The Company
currently anticipates that it will be able to complete the work
described above in time for the Company to file its Annual Report
within the 15-day extension provided under Rule 12b-25 of the
Securities Exchange Act of 1934, as amended.
About Crypto Company
Malibu, CA-based The Crypto Company -- www.thecryptocompany.com --
is in engaged in the business of providing consulting services and
education for distributed ledger technologies, for the building of
technological infrastructure, and enterprise blockchain technology
solutions.
Crypto Company reported a net loss of $785,630 for the 12 months
ended Dec. 31, 2021, compared to a net loss of $2.82 million for
the 12 months ended Dec. 31, 2020. As of Sept. 30, 2022, the
Company had $2.49 million in total assets, $4.85 million in total
liabilities, and a total stockholders' deficit of $2.36 million.
CURITEC LLC: Gets OK to Hire Ankura Consulting as Financial Advisor
-------------------------------------------------------------------
Curitec, LLC received approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire Ankura Consulting Group, LLC
as its financial advisor.
The Debtor requires a financial advisor to:
a. assist with the Debtor's restructuring efforts;
b. assist the Debtor with the development and maintenance of a
13-week cash projection and other cash management activities;
c. assist and support the Debtor regarding bankruptcy
reporting and other related compliance;
d. assist the Debtor with the administration of its Chapter 11
case, including support related to motions and other required
filings;
e. assist the Debtor with the development of a plan of
reorganization; and
f. if requested, support and advise the Debtor in negotiations
with key creditors and other constituents.
The firm will be paid at these rates:
Senior Managing Directors $1,145 - $1,285 per hour
Other Professionals $450 - $1,065 per hour
Paraprofessionals $325 - $400 per hour
Ankura received a retainer in the amount of $84,628.
Ankura is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as disclosed in court filings.
The firm can be reached through:
Bryan Gaston
Ankura Consulting Group, LLC
2 Houston Center
909 Fanin Street, Suite 2450
Houston, TX 77010
Tel: (713) 646-5000
Email: bryan.gaston@ankura.com
About Curitec LLC
Curitec, LLC -- https://curitec.com/ -- is a Medicare accredited
Part B provider of durable medical supplies (DMEPOS). Its services
include the delivery of advanced wound care products as well as
ostomy, urological, and tracheostomy supplies to long term care
facilities and hospice.
Curitec filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90108) on March 3,
2023. In the petition filed by its manager and chief operating
officer, Nicholas Percival, the Debtor reported $1 million to $10
million in both assets and liabilities.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Dentons US, LLP as legal counsel and Ankura
Consulting Group, LLC as financial advisor.
DACO CONSTRUCTION: 5-Year Net Revenue to Fund Claims
----------------------------------------------------
Daco Construction Corporation submitted an Amended Disclosure
Statement.
As of the filing of this Statement, Daco has a backlog of awarded
contracts in excess of $2,400,000. Daco has an additional amount
of work of approximately $2,200,000 on which it has bid and is
awaiting award. These projects totaling almost $4,600,000 in gross
revenue will be constructed during the next 15-18 months.
Under the Plan, Class 14 Allowed General Unsecured Claims under the
amount of $1,000,000. This Class consists of the Allowed Claims of
any Unsecured Creditor which are not entitled to priority that are
under the amount of $1,000,000. By Order dated Aug. 10, 2022, the
Bar Date for the timely filing of Claims was established as Nov.
29, 2022, for all creditors except a governmental unit and as Feb.
6, 2023, for a governmental unit. As of Dec. 1, 2022, a total of
29 Proofs of Claims were filed. The Debtor in its Schedule E/F of
unsecured debts listed unsecured non-priority claims to general
creditors in the total amount of $5,073,859.
The Debtor dedicates to the repayment of Allowed Claims in Class 14
under any confirmed Plan of Reorganization its Net Operating
Revenue for a period of 5 years -- that is, 60 months -- which
60-month period shall commence on the Effective Date of the Plan
which pursuant to Section 1.21 of the Plan shall be the thirtieth
(30th) day after Confirmation, unless implementation of the Plan is
stayed pending appeal, in which case the first day after the appeal
is finally resolved in favour of confirmation of the Plan or the
stay is otherwise dissolved (but no earlier than the 30th day after
Confirmation). After (i) the payment in full of Allowed Claims in
Classes 1 and 2, and (ii) contemporaneously with the payment of
Allowed Secured Claims in Classes 3, 4, 5, 6, 7, 8, 9 10 and 11;
and (iii) presuming no Allowed Priority Claims in either Classes 12
and 13; then (iv) the debtor shall distribute s e mi - annually pro
rata the estimated projected monthly amount of $5,000.00 for
non-priority general unsecured Claims for 60 months beginning on
the Effective Date of the Plan which shall be the 30th day after
Confirmation, unless implementation of the Plan is stayed pending
appeal, in which case the first day after the appeal is finally
resolved in favor of confirmation of this Plan or the stay is
otherwise dissolved (but no earlier than the 30th day after
Confirmation), which distributions to Allowed Unsecured Claims in
Class 14 may be made contemporaneously with payments to its secured
and any priority creditors, which distributions shall be in full
and final satisfaction of these Allowed Unsecured Claims. As funds
for distribution shall come from future net revenue from existing
and future contracts, there is NO GURANTEE of any distribution nor
is there any guarantee of any minimal amount of distribution to
Allowed Claims in Class 14. Totaling a projected $300,000, this
distribution on Allowed Claims in Class 14 is an estimated
approximate thirteen percent (0.13) ($300,000 / $2,321,961 =
0.1292011) of the scheduled, amended, and filed Claims of Unsecured
Claims in Class 14 that are under $1,000,000 and are calculated to
be in the total amount of $2,321,961. Class 14 is impaired.
Class 15 Allowed General Unsecured Claims equal to or exceeding
$1,000,000. The debtor believes from its books and records and
from the Claims already filed in the Case that the only general
unsecured claim in Class 15 is the General Unsecured Claim of Sepol
Construction Corporation which the debtor had scheduled in the
amount of $3,449,553.
No distribution will be made on any claim in Class 15 during the
pendency of the Debtor's Confirmed Plan. No distribution shall be
made on any claim in Class 15 until such time as the debtor's
Confirmed Plan has been consummated and the Case closed by Final
Decree. Subsequent to the issuance by the Court of a Final Decree,
the debtor may make whatever payment it may at that time be able to
make to Allowed General Unsecured Claims in Class 15 which claims
shall survive the entry of a Confirmation Order and shall survive
the entry of a Final Decree.
In order to maximize the return to its creditors and to increase
its Net Operating Revenue to fund the repayment proposals made in
its Plan, the Debtor has reduced many of its operating expenses.
Daco has remained current on payment of its various secured debts
and ha also remained current on the payment of its tax obligations
that have come due postpetition. Daco has proposed an extended
repayment period in order to maximize its return on its existing
unsecured obligations. In addition, the debtor has attempted to
reduce its operating expenses where possible. These reductions have
increased its Net Operating Revenue to fund its Plan.
Funds required for the implementation of the Plan shall come from
(i) Net Operating Revenue consisting of those funds remaining in
the Debtor's general account from its operation less those expenses
necessary and required by the debtor for its operation which have
been generally reflected in Daco's monthly reports and (ii) the
investment by the holders of Interests in the debtor of the total
principal sum of $2,500.00 as new value for and in consideration of
the cancellation of existing shares of stock and the issuance and
receipt of new shares of stock in the Reorganized Debtor.
Attorney for Daco Construction Corporation:
Marc R. Kivitz, Esq.
Suite 1330, 201 North Charles Street
Baltimore, MD 21201
Tel: (410) 625-2300
Facsimile: (410) 576-0140
E-mail: mkivitz@aol.com
A copy of the Disclosure Statement dated March 31, 2023, is
available at https://bit.ly/3nGHr8q from PacerMonitor.com.
About DACO Construction
DACO Construction Corporation is a construction company based in
Hanover, Md.
DACO Construction sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 22-14371) on Aug. 10, 2022.
In the petition filed by its chief operating officer, Pedro Couto,
the Debtor reported assets between $1 million and $10 million and
liabilities between $1 million and $10 million.
Judge Michelle M. Harner oversees the case.
Marc Robert Kivitz, Esq., at the Law Office of Marc R. Kivitz, is
the Debtor's counsel.
DFW GRANITE: Seeks to Hire Lane Law Firm as Bankruptcy Counsel
--------------------------------------------------------------
DFW Granite & Glass Installation, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire The
Lane Law Firm, PLLC.
The Debtor requires legal counsel to:
a. assist, advise and represent the Debtor relative to the
administration of its Chapter 11 case;
b. assist, advise and represent the Debtor in analyzing its
assets and liabilities, investigating the extent and validity of
lien and claims, and participating in and reviewing any proposed
asset sales or dispositions;
c. attend meetings and negotiate with representatives of
secured creditors;
d. assist the Debtor in the preparation, analysis and
negotiation of any plan of organization and disclosure statement
e. take all necessary action to protect and preserve the
interests of the Debtor;
f. appear, as appropriate, before the bankruptcy court,
appellate courts and other courts; and
g. perform all other necessary legal services.
The firm will be paid at these rates:
Robert C. Lane, Partner $550 per hour
Supervising Attorneys $475 per hour
Associate Attorneys $350 to $400 per hour
Paralegals/Legal Assistants $125 to $175 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $15,000 from the
Debtor.
Robert Lane, Esq., a partner at The Lane Law Firm, 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:
Robert C. Lane, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
About DFW Granite & Glass Installation
DFW Granite & Glass Installation, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas
Case No. 23-30604) on March 31, 2023, with up to $500,000 in assets
and up to $10 million in liabilities. Brad W. Odell has been
appointed as Subchapter V trustee.
Judge Stacey G. Jernigan oversees the case.
Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor
as legal counsel.
DIAMONDHEAD CASINO: Inks LOI to Sell Common Shares of Subsidiary
----------------------------------------------------------------
Diamondhead Casino Corporation entered into a Letter of Intent with
an unrelated third party on March 31, 2023. The Agreement provides
for purchases of Common Stock of Diamondhead Casino Corporation and
purchases of Common Stock of its wholly-owned subsidiary,
Mississippi Gaming Corporation.
Mississippi Gaming Corporation
The Letter of Intent provides that the Purchaser will purchase a
total of 4.5 million shares of Common Stock of Mississippi Gaming
Corporation, or 10% of the Common Stock of Mississippi Gaming
Corporation, for a total purchase price of $6,000,000, in two
transactions as follows:
1) On or before April 15, 2023, the Purchaser will purchase five
percent of the total Common Stock of Mississippi Gaming Corporation
for $3,000,000. Upon receipt of payment, Mississippi Gaming
Corporation shall issue 2.25 million shares of Common Stock, or
five percent of the total authorized Common Stock of Mississippi
Gaming Corporation, to the Purchaser.
2) On or before June 30, 2023, the Purchaser will purchase an
additional five percent of the total authorized Common Stock of
Mississippi Gaming Corporation for $3,000,000. Upon receipt of
payment, Mississippi Gaming Corporation shall issue an additional
2.25 million shares of Common Stock, or an additional five percent
of the total authorized Common Stock of Mississippi Gaming
Corporation to the Purchaser.
The Purchaser will have the right to nominate two directors to the
Board of Directors of Mississippi Gaming Corporation. The current
Board of Directors of Mississippi Gaming Corporation will examine
and review the background, experience and credentials of the
nominees and, once acceptable, pass a resolution appointing the
Purchaser's nominees to the Board of Directors contingent upon the
first Closing and effective on the date of and immediately
following the first Closing. In the event the Purchaser has not
nominated a director prior to the first Closing, the Purchaser may
do so at any time thereafter.
Diamondhead Casino Corporation
The Letter of Intent provides that the Purchaser will purchase
4,000,000 shares of Common Stock of Diamondhead Casino Corporation
at a purchase price of $1.00 per share in two transactions as
follows:
3) On or before Sept. 15, 2023, the Purchaser will purchase
2,000,000 shares of Common Stock of Diamondhead Casino Corporation
for a total purchase price of $2,000,000. Following Closing, the
Company will issue instructions to the Company's transfer agent to
issue 2,000,000 shares of Common Stock to the Purchaser.
4) On or before Nov. 30, 2023, the Purchaser will purchase an
additional 2,000,000 shares of Common Stock of Diamondhead Casino
Corporation for an additional purchase price of $2,000,000.
Following Closing, the Company will issue instructions to the
Company's transfer agent to issue an additional 2,000,000 shares of
Common Stock to the Purchaser.
The Purchaser will have the right to nominate two directors to the
Board of Directors of Diamondhead Casino Corporation. The current
Board of Directors of Diamondhead Casino Corporation will examine
and review the background, experience and credentials of the
nominees and, once acceptable, pass a resolution appointing the
Purchaser's nominees to the Board of Directors contingent upon
Closing of the purchase of a minimum of 2,000,000 shares of Common
Stock of Diamondhead Casino Corporation and effective on the date
of and immediately following the Closing. In the event the
Purchaser has not nominated a director prior to the first purchase
of Common Stock of Diamondhead Casino Corporation, the Purchaser
may do so at any time thereafter.
The Purchaser's failure to close when required shall render the
remainder of the Agreement null and void.
In consideration of the total purchase price of $10,000,000 for the
foregoing purchases of stock, the Purchaser shall also have the
right, but not the obligation, to purchase up to twenty acres of
Mississippi Gaming Corporation's Diamondhead, Mississippi Property
to be used for a senior citizen and/or assisted living and/or aging
complex for an additional purchase price of $75,000 per acre, or a
maximum total purchase price of $1,500,000. Mississippi Gaming
Corporation will provide two acres of land contiguous to the
facility for an open park. The location of the twenty acres shall
be determined by mutual agreement of the Purchaser and Mississippi
Gaming Corporation, but shall not be in that acreage approved by
the Mississippi Gaming Commission for gaming. This right to
purchase shall terminate two years from the date of inception of
the right. The acreage purchased by the Purchaser cannot be used
for gambling or gaming of any type or transferred or conveyed to
any person or entity for such a purpose. Any deed conveying
acreage to the Purchaser will include a prohibition to this effect.
In the event a third party tenders an offer for the entire
Diamondhead Property prior to Purchaser's payment of the Option
price and the Board of Directors of Mississippi Gaming Corporation
accepts the third party's offer, the Option will be deemed to have
expired. In the event, Mississippi Gaming Corporation sells
Diamondhead Property for less than Seventy-Five Thousand Dollars
per acre in an arms’ length transaction during the Purchaser's
Option Period, the Purchase Price for the Purchaser's Property will
be lowered so that the Purchaser is not paying more than another
buyer of the commercial Property.
The proceeds from the foregoing sales of Common Stock are intended
to be used to pay down a substantial portion of the debt that is
secured by liens on the Diamondhead Property, to pay Diamondhead
Property taxes, to pay fees and expenses of outside auditors and
accountants to prepare and file the Company's periodic reports with
the Securities and Exchange Commission, to pay legal fees and other
fees and expenses relating to the foregoing transactions, to obtain
a master plan for the Diamondhead Property and for general
corporate purposes. The proceeds from the initial sale of Common
Stock will be used to pay plaintiff/lienholders who are owed
payment in the approximate amount of $2,207,500, pursuant to an
Amendment to Settlement Agreement entered into in Arneault et al.
v. Diamondhead Casino Corporation (In the United States District
Court for the District of Delaware (C.A. No. 1:16-cv-00989-LPS).
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.
Diamondhead reported a net loss of $1.52 million for the year ended
Dec. 31, 2021, compared to a net loss of $2.22 million for the year
ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $5.54
million in total assets, $16.89 million in total liabilities, and a
total stockholders' deficit of $11.35 million.
Marlton, New Jersey-based Friedman LLP, the Company's auditor since
2004, issued a "going concern" qualification in its report dated
March 21, 2022, citing that the Company has incurred significant
recurring net losses over the past several years. In addition, the
Company has no operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
DIEBOLD NIXDORF: Board OKs $4.1M Grants of Deferred Cash Awards
---------------------------------------------------------------
The People and Compensation Committee of the Board of Directors of
Diebold Nixdorf, Incorporated approved grants of long-term deferred
cash awards to the Company's named executive officers as part of
the Company's overall compensation program for its named executive
officers for 2023, as disclosed in a Form 8-K filed by the Company
with the Securities and Exchange Commission.
The long-term deferred cash awards for 2023 are being granted in
place of time-vested restricted share units ("RSUs") that have been
granted under the Company's executive compensation program in prior
years. The terms of the cash awards are generally consistent with
the terms of the Company's prior RSU grants. In electing to grant
long-term deferred cash awards in 2023, the Committee, working
together with its compensation consultant, considered the
significant impact of the Company's refinancing at the end of 2022,
compensation program designs employed by public companies that have
undertaken similar refinancings, and the Committee's desire to
reduce the dilutive impact to shareholders of further equity grants
by the Company.
The three-year deferred cash awards provide for the payment of a
fixed amount of deferred cash in three equal, annual installments
with the first installment to be paid in March 2024. Generally,
the named executive officers will be required to be employed by the
Company on each payment date to receive a payment. The amount
payable to the Company's executive leadership team over the entire
three-year deferral period will be approximately $4.1 million.
About Diebold Nixdorf
Diebold Nixdorf, Incorporated -- http://www.DieboldNixdorf.com/--
automates, digitizes and transforms the way people bank and shop.
As a partner to the majority of the world's top 100 financial
institutions and top 25 global retailers, the Company's integrated
solutions connect digital and physical channels conveniently,
securely and efficiently for millions of consumers each day. The
Company has a presence in more than 100 countries with
approximately 22,000 employees worldwide.
Diebold Nixdorf reported a net loss of $585.6 million for the year
ended Dec. 31, 2022, a net loss of $78.1 million for the year ended
Dec. 31, 2021, a net loss of $267.8 million for the year ended Dec.
31, 2020, and a net loss of $344.6 million for the year ended Dec.
31, 2019. As of Dec. 31, 2022, the Company had $3.06 billion in
total assets, $1.60 billion in total current liabilities, $2.58
billion in long-term debt, $245.4 million in long-term liabilities,
and a total deficit of $1.37 billion.
* * *
As reported by the TCR on March 24, 2023, S&P Global Ratings
lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CCC'
from 'CCC+' and placed all of the ratings on CreditWatch with
negative implications. S&P said the negative CreditWatch reflects
the uncertainty around the company's ability to address its
upcoming debt maturities in 2024, the sustainability of its capital
structure over the longer term, and its belief that a debt
restructuring is likely.
DIGITAL MEDIA: Falls Short of Nasdaq Bid Price Requirement
----------------------------------------------------------
Digital Media Solutions, Inc. announced it received notice from the
New York Stock Exchange on March 30, 2023, indicating that the
Company is not in compliance with NYSE's continued listing
standards because the average closing price of the Company's common
stock was less than $1.00 over a consecutive 30 trading-day
period.
Under NYSE rules, the Company has a period of six months from
receipt of the notice to regain compliance with the NYSE minimum
stock price listing requirement. The Company intends to notify the
NYSE of its intent to cure the stock price deficiency and return to
compliance with the NYSE continued listing standards. The Company
intends to consider available alternatives if the Company does not
otherwise regain compliance during the cure period, including but
not limited to a reverse stock split. Any such reverse stock split
would be subject to board and stockholder approval.
The notice does not result in the immediate delisting of the
Company's common stock from the NYSE. The Company's common stock
will continue to be listed and trade on the NYSE during this cure
period, subject to the Company's compliance with other NYSE
continued listing standards.
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.
Digital Media reported a net loss of $52.5 million for the year
ended Dec. 31, 2022. 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.
* * *
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."
EAGLE MECHANICAL: Private Sale of Two Vehicles for $10.5K Approved
------------------------------------------------------------------
Judge James M. Carr of the U.S. Bankruptcy Court for the Southern
District of Indiana, Indianapolis Division, authorized Eagle
Mechanical Inc.'s private sale of the following vehicles:
(i) 2001 Silverado 3500 to Hector M. Celedon, Inc., for
$9,000; and
(ii) 2002 Sierra 1500 to Marco Antonio Rios for $1,500.
The sale is free and clear of any interest, lien claim, or
encumbrance, including but not limited to any interest that may
have been asserted by First Merchants Bank.
At the closing of the sale of the Vehicles, the net proceeds of the
Purchase Prices will be remitted directly to First Merchants Bank
in partial satisfaction of the amounts owed by Debtor to First
Merchants Bank, secured by the lien on the Vehicles, without
further order of the Court.
The Debtor will file a Report of Sale within 14 days after the
closing of the private sale occurs pursuant to Local Bankruptcy
Rule B-6004-2.
About Eagle Mechanical Inc.
Eagle Mechanical Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-00291) on
January 27, 2023. In the petition signed by Rogelio Mancilla Jr.,
chief executive officer, the Debtor disclosed $7,751,209 in assets
and $9,136,761 in liabilities.
Judge James M. Carr oversees the case.
Weston Overturf, Esq., at Overturf Fowler LLP, is the Debtor's
legal counsel.
EAGLE MECHANICAL: Sale of Assets to Accurate for $25K Approved
--------------------------------------------------------------
Judge James M. Carr of the U.S. Bankruptcy Court for the Southern
District of Indiana, Indianapolis Division, authorized Eagle
Mechanical Inc.'s private sale of the assets listed in Exhibit A
attached to the Sale Motion to Accurate Mechanical, Inc., for
$25,000.
The sale is free and clear of any interest, lien claim, or
encumbrance, including but not limited to any interest that may
have been asserted by First Merchants Bank.
At the closing of the sale of the Assets, the net proceeds of the
Purchase Price will be remitted directly to First Merchants Bank in
partial satisfaction of the amounts owed by the Debtor to First
Merchants Bank, secured by the lien on the Assets, without further
order of the Court.
The Debtor will file a Report of Sale within 14 days after the
closing of the private sale occurs pursuant to Local Bankruptcy
Rule B-6004-2.
A copy of Sale Motion is available at https://tinyurl.com/bn2yms5m
from PacerMonitor.com free of charge.
About Eagle Mechanical Inc.
Eagle Mechanical Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-00291) on
January 27, 2023. In the petition signed by Rogelio Mancilla Jr.,
chief executive officer, the Debtor disclosed $7,751,209 in assets
and $9,136,761 in liabilities.
Judge James M. Carr oversees the case.
Weston Overturf, Esq., at Overturf Fowler LLP, is the Debtor's
legal counsel.
EVERNEST HOLDINGS: Unsecureds to Get 41 Cents on Dollar in Plan
---------------------------------------------------------------
Evernest Holdings, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Florida a Plan of Reorganization under
Subchapter V.
The Debtor is a Florida Limited Liability Company formed on June
29, 2020 for the purpose of acquiring residential real estate.
On or about November 16, 2022, the Debtor acquired the Properties
located at 117 NW 42 Avenue, Miami, Florida, (the 117 NW Property)
15661 SW 29 Terrace Miami, Florida, (the 15661 Property) and 10240
SW 124 Street, Miami, Florida, (the 10240 Property), hereinafter
referred to as "The Evernest Properties").
The primary business of the debtor is the rental of the properties
to residential tenants.
This Plan is an operating plan. It provides for continuing
operation of the Debtor's business to fund an orderly repayment of
claims within the constraints of the cash flow generated by the
Debtor's business.
The Plan Proponents financial projections show that the Debtor will
have projected disposable income sufficient to make all payments
under the plan.
This Plan of Reorganization proposes to pay creditors of the Debtor
from future rental income, as well as sales and or refinance
proceeds resultant from the owning and managing of the Evernest
Properties.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 41 cents on the dollar. This Plan also provides
for the payment in full of administrative claims during Year 1 of
the Plan.
Class 4 consists of all non-priority unsecured claims. This class
is impaired. In accordance with the Debtor's Cash Flow Analysis the
Debtor has a projected Disposable Income of $21,295, all of which
will be paid as follows: Commencing on the first anniversary of the
Effective Date of the Plan and each year thereafter for a total of
5 years, the Debtor shall make annual payments in an amount equal
to the annual disposable income of the Debtor.
The Debtor shall distribute the funds to the holders of liquidated,
non-contingent claims as scheduled or filed, subject to timely
objection to the validity or extent of each claim and the claims of
creditors not otherwise treated under the Plan (the "General
Unsecured Claims") on a pro-rata basis commencing one year after
the Effective Date and annually thereafter during the life of the
Plan.
On or before the Effective Date, the Court will enter a Claims
Order. The Claims Order will specify (a) the allowed amount of the
Unsecured Creditors' claims; and (b) the dates and amounts of the
monthly payments to said creditors. If there are objections to
claims pending, the Claims Order shall so recite and, upon
allowance or disallowance, the Order shall be amended to reflect
the Court's ruling. In the event funds are insufficient to pay
Class 6 claims in full upon any sale of The Property or other
assets, Class 6 claimants shall receive a pro-rata share of the
funds available to pay Class 6 Unsecured Claims.
Class 5 consists of equity interests of the Debtor held by Eddrian
Burciaga. Members of this class shall retain their equity
interests. This class is unimpaired.
The Plan will be funded by the Debtor's post-petition disposable
income over a 5-year period after the Effective Date. Only
creditors holding Allowed Claims will receive distributions and a
reserve will be set up for filed or scheduled claims that are
disputed and will be subject to the claims objection.
A full-text copy of the Plan of Reorganization dated April 6, 2023
is available at https://bit.ly/3UtuuLS from PacerMonitor.com at no
charge.
Attorney for the Debtor:
Richard Siegmeister
Richard Siegmeister, PA
3850 Bird Rd, Floor 10
Miami, FL 33146-1501
Tel: (305) 859-7376
Email: rspa111@att.net
About Evernest Holdings
Evernest Holdings, LLC owns real properties located in Miami-Dade
County, Fla.
Evernest Holdings sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18951) on Nov. 21,
2022. In the petition signed by its manager, Eddrian Burciaga, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Robert A. Mark oversees the case.
Richard Siegmeister, Esq., at Richard Siegmeister, PA, is the
Debtor's legal counsel.
FAIRFIELD SENTRY: Court Grants Bid to Certify Interlocutory Appeal
------------------------------------------------------------------
FAIRFIELD SENTRY LIMITED (IN LIQUIDATION), acting by and through
the Foreign Representatives thereof, and KENNETH KRYS, solely in
his capacity as Foreign Representatives and Liquidator thereof,
Plaintiffs/Appellants, v. CITIBANK, N.A. LONDON,
Defendants/Appellees, Case No. 19-CV-3911 (VSB), (S.D.N.Y.), Judge
Vernon S. Broderick of the U.S. District Court for the Southern
District of New York grants the Defendants' motion for
certification of an interlocutory appeal pursuant to 28 U.S.C.
Section 1292(b).
This case involves more than two rounds of appeals from a series of
orders issued by Bankruptcy Judge Stuart M. Bernstein of the
Bankruptcy Court of the Southern District of New York in roughly
400 administratively consolidated cases arising from the infamous
Ponzi scheme orchestrated by Bernard L. Madoff.
The Liquidators have asserted common law claims and statutory
avoidance claims. On Aug. 24, 2022, the Court issued an Opinion &
Order affirming the Bankruptcy Court's decision and holding, among
other things, that the Liquidators' avoidance claims were barred by
the safe harbor provision under the Bankruptcy Code..
On Sept. 26, 2022, the Liquidators filed an appeal as of right.
Meanwhile, the Defendants filed a motion for certification of the
following issue to the Second Circuit under 28 U.S.C. Section
1292(b): "Whether Sections 546(e) and 561(d) of the Bankruptcy Code
preclude the plaintiffs from pursuing foreign common law claims in
a Chapter 15 proceeding where the elements of those claims
duplicate claims that are barred by Section 546(e)."
The Defendants had argued that the Liquidators' foreign common law
claims were also barred by the safe harbor provision under the
Bankruptcy Code, since those claims were "duplicative" of the
statutory avoidance claims, which were barred by the safe harbor
provision. The Court rejected that argument. Because this ruling
did not result in a final decision as to the Liquidators' foreign
common law claims, Defendants request that the Court certify an
interlocutory appeal of the ruling pursuant to 28 U.S.C. Section
1292(b).
The Court finds that the Defendants meet each of the criteria for
certification. First, the Court finds that the Defendants have
raised 'a controlling question of law' -- the question of whether
the safe harbor provision of the Bankruptcy Code precludes the
plaintiffs from pursuing foreign common law claims is a purely
legal one, and reversal of my ruling would materially affect the
litigation's outcome. Second, the Court finds "substantial ground
for difference of opinion" -- the Court agrees that the interaction
between the Supremacy Clause and international comity principles
raises sufficiently difficult questions that merit appellate
review.
Finally, the Court finds that certification will "materially
advance the ultimate termination of the litigation." In fact,
certification in this case promotes "judicial economy" because the
Defendants' motion raises a question that is "inextricably bound"
with the issues in the already-pending appeal before the Second
Circuit. Moreover, certification is "particularly appropriate in
complex litigation involving multiple coordinated actions," such as
this, in which "interlocutory review may be the best way to
materially advance the ultimate termination of the litigation by
avoiding protracted litigation and multiple appeals of the same or
similar issues."
A full-text copy of the Opinion & Order dated March 27, 2023, is
available https://tinyurl.com/2p9bkvrh from Leagle.com.
About Fairfield Sentry
Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands. It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City. Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.
Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.
Fairfield Sentry became the subject of a BVI liquidation, and a BVI
court appointed the Liquidator under BVI law. The Liquidator then
sought recognition of the BVI liquidation as a foreign main
proceeding under Chapter 15 of the Code in the Southern District of
New York. The Bankruptcy Court entered an order granting
recognition of the Fairfield Sentry case on July 22, 2010, enabling
the Liquidator to use the U.S. Bankruptcy Court to protect and
administer Fairfield Sentry's assets in the U.S.
FREE SPEECH SYSTEMS: Cash Moves Are 'Self-Dealing,' Says Trustee
----------------------------------------------------------------
James Nani of Bloomberg Law reports that a bankruptcy trustee has
found that right-wing radio host Alex Jones helped remove profits
from his bankrupt Infowars parent company via a separate business
he partially controlled.
Additionally, about $54 million of purportedly secured debt
Infowars parent Free Speech Systems LLC owes to Jones-affiliated
PQPR Holdings Limited LLC isn't legitimate and shouldn't be first
in line to be paid back under a bankruptcy plan, according to an
initial report released Tuesday from Subchapter V trustee Melissa
Haselden.
The report comes after months of bankruptcy proceedings in which
families of the 2012 Sandy Hook Elementary School shooting victims
have looked to collect on $1.4 billion in defamation judgments
against Jones and Free Speech Systems.
The PQPR debt isn't legitimate due to a "lack of corporate
formalities, comingling of assets," and dealings between PQPR and
Free Speech Systems, including Jones' father making decisions about
which Free Speech Systems creditors were paid, the report said.
Haselden said Jones had engaged in "self-dealing transactions."
"Given the accounting and financial problems, as well as avoidable
transfers, it is possible that Mr. Jones did not properly carry out
his fiduciary duties to the company to ensure proper financial
controls," the report said.
Texas bankruptcy Judge Christopher M. Lopez in September ordered
Haselden to investigate the intra-family and other financial
dealings of Free Speech Systems.
Jones and his company filed separately for bankruptcy amid the
Connecticut and Texas rulings finding him financially liable for
falsely claiming the Sandy Hook massacre was a hoax.
By filing for bankruptcy, Jones and Free Speech Systems have
temporarily protected themselves against paying the damages while
they sort out their finances.
The legitimacy of the debt by PQPR has been challenged by
Connecticut families. They previously said Free Speech "concocted"
the $54 million secured debt as a way to shift assets and
obligations.
Haselden noted that Jones drew about $62 million from his company
over the course of 12 years. That sum included cash and payments to
third parties on behalf of Jones that were classified as equity
draws, the report said.
PQPR, a wholesale distributor and former dietary supplement
procurer for Free Speech, is partially owned by Jones through
several limited liabilities companies, and managed by Jones'
father, according to court papers.
If the bankruptcy court finds the PQPR debt is valid and secured,
it would be among the first in line to get paid under a bankruptcy
plan—before the Sandy Hook families. The trustee's opinon that
the money PQPR says it's owed by Free Speech shouldn't be
considered secured or priority debt could jeapordize that.
Free Speech has filed a bankruptcy plan that would pay creditors
over time with disposable income.
The findings are among the "apparent financial gymnastics" by Jones
and his father, David Jones, that the trustee revealed in its
investigation of Free Speech.
The self-dealing transactions Jones engaged in could allow Free
Speech to bring claims against the right-wing provocateur for
breach of fiduciary duty, the trustee's report said.
Haselden said the company could remain viable with strong controls
and an operations leader that manages its financial health.
"In the future, it is possible that the Company could operate with
Mr. Jones in a reduced role," Haselden said.
Jones has been facing heightened scrutiny as Free Speech has
revealed a complicated web of corporate entities tied to his family
and associates.
Last week, Lopez said he was looking forward to the report after
being troubled by recent disclosures by lawyers for Free Speech
that Jones and a company employee had worked together to increase
his salary beyond a bankruptcy court limit.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz are representing Alex Jones.
FREE SPEECH: Hook Plaintiff's Ch. 7 Estate to Get Jones' Money
--------------------------------------------------------------
Aaron Keller of Law360 reports that recognizing that a $111.4
million judgment against Infowars host Alex Jones must be funneled
through a Sandy Hook plaintiff's Chapter 7 estate, the Connecticut
Appellate Court has formally acknowledged that a bankruptcy trustee
stepped into the shoes of the lead plaintiff who sought and won
part of a $1.4 billion award.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 22-60043) on July 29, 2022. In the petition filed by W.
Marc Schwartz, as chief restructuring officer, the Debtor reported
assets and liabilities between $50 million and $100 million.
Melissa A Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 4:22-bk-60043) on
Dec. 2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
Raymond William Battaglia, of Law Offices of Ray Battaglia, PLLC,
is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz are representing Alex Jones.
GIGA-TRONICS INC: Delays Filing of 2022 Annual Report
-----------------------------------------------------
Giga-tronics Incorporated was unable to file its Annual Report on
Form 10-K for the fiscal year ended Dec. 31, 2022 in a timely
manner without unreasonable effort or expense, as the Company is
still compiling the necessary financial information to complete the
filing. The Company expects to file the Form 10-K on or prior the
fifteenth calendar day following the prescribed due date of the
Annual Report, as required by Rule 12b-25 under the Securities
Exchange Act of 1934.
On Sept. 8, 2022, the Company acquired 100% of the capital stock of
Gresham Worldwide, Inc. from BitNile Holdings, Inc., now known as
Ault Alliance, Inc. in exchange for 2,920,085 shares of the
Company's common stock and 514.8 shares of Series F Convertible
Preferred Stock that are convertible into an aggregate of 3,960,043
shares of the Company's common stock. The transaction resulted in
a change of control of the Company. Assuming Ault were to convert
all the Series F, the common stock issuable to Ault would be
approximately 71.2% of outstanding shares. The transaction
described above is treated as reverse merger and the business of
Gresham became the business of the Company.
Giga-Tronics said, "As a result of this acquisition, Gresham was
treated as the accounting acquirer and our historical financial
statements contained in our Form 10-K for our prior fiscal year
ended March 26, 2022 are no longer relevant. Due to the complexity
of the reverse merger with Gresham, we have not completed our
financial statements and thus are unable to provide a reasonable
estimate of our results of operations for the year ended December
31, 2022. Accordingly, we cannot at this time estimate what
significant changes will be reflected in our results of operations
for the year ended December 31, 2022, compared to our results of
operations for December 31, 2021. We expect to report a loss for
2022 that is substantially more than the loss Gresham reported for
2021, which Gresham financial statements were disclosed in the
Proxy Statement filed August 2, 2022 and mailed to our
shareholders."
About Giga-tronics Inc.
Headquartered in Dublin, California, Giga-Tronics Inc. is a
publicly held company, traded on the OTCQB Capital Market under
the
symbol "GIGA". Giga-tronics -- http://www.gigatronics.com--
manufactures specialized electronic equipment for use in both
military test and airborne operational applications. The Company's
operations consist of two business segments, those of its wholly
owned subsidiary, Microsource Inc., and those of its Giga-tronics
Division. The Company's Microsource segment designs and
manufactures custom microwave products for military airborne
applications while the Giga-tronics Division designs and
manufactures real time solutions for RADAR/EW test applications.
As of Sept. 30, 2022, the Company had $48.26 million in total
assets, $25.31 million in total liabilities, and $22.96 million in
total stockholders' equity.
San Ramon, California-based Armanino LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated June 24, 2022, citing that the Company's significant
recurring losses and accumulated deficit raise substantial doubt
about its ability to continue as a going concern.
GIGA-TRONICS INC: Fourth Quarter 2022 Bookings Exceed $8 Million
----------------------------------------------------------------
Giga-tronics, Inc., doing business as Gresham Worldwide announced
its global new business bookings exceeded $8 million for the most
recent quarter ending Dec. 31, 2022.
Gresham continues to drive new business with increased focus on
integrated Radio Frequency ("RF") filter solutions systems within
the defense sector as well as an expanded product offering with
technology solutions for medical applications. Ongoing
geopolitical military conflict, supply chain turmoil and inflation
are expected to drive continued demand from customers for Gresham's
product offerings in 2023 and beyond. Increasing defense budgets
for electronic technology solutions have created opportunities for
Gresham to expand relationships with the U.S. Department of
Defense, Global Defense Ministries and Tier One Defense
Contractors.
For the fiscal year ended 2022, Gresham had a backlog of
approximately $30 million, up from $25 million for the prior fiscal
year, providing a pathway for stable growth. The recent share
exchange between Giga-tronics and Gresham Worldwide expanded both
Gresham's customer base and portfolio of solutions. Gresham's
management team expects continued global demand for technology
solutions to support mission critical applications in defense,
medical, transportation and telecommunications in 2023. Gresham
continues to drive operational efficiencies post-merger, reducing
operating expenses and streamlining manufacturing processes.
Gresham is focused on meeting new requirements for existing
customers and developing business with new customers to drive
bookings and build additional backlog in 2023.
Bookings Overview
Electronic Defense: This sector booked over $2.979 million in
orders for new business in Q4 2022. Gresham has a continued
focused on precision manufacturing of purpose-built electronic
defense and medical solutions and expects continued growth in both
sectors in 2023.
Power Electronics & Displays: New business bookings for power
electronics and display solutions at Gresham's operating companies
exceeded $2.783 million for Q4 2022. Commercial customers continue
to drive demand and increased backlog for ruggedized power
electronics and display solutions. Gresham expects to see
consistent demand and growth for these product lines in 2023.
RF Solutions: Gresham RF Solutions business units generated over
$2.265 million in bookings for new orders in Q4 2022. These orders
include ongoing demand for Gresham RF purpose-built defense
solutions. With the share exchange completed, Gresham has a
broader array of RF solutions that expand the ability for Gresham
to meet the requirements of customers around the world.
Jonathan Read, chief executive officer, said, "Conflict and
tensions have spurred investment in defense in the United States,
the UK, Europe, Asia, and Middle East. Manufacturing demand for
key components continues to build as the world emerges from the
operational down scaling during the COVID-19 pandemic. We expect
the increase in orders for precision electronics solutions to
enable defense and medical applications that fueled growth in
bookings and backlog in Q4 2022 to carry over throughout 2023."
Mr. Read added, "Closing the share exchange expanded Gresham's
footprint in the United States, adding resources in engineering,
production, and sourcing. Gresham is focused on driving
operational efficiencies to reduce cost and execute against the
substantial backlog of orders in the U.S., the UK and Israel, while
providing a strong foundation to secure more orders from current
customers and prospects."
2023 Revenue Target
Based upon business booked to date and expected requirements
identified in speaking with customers, Gresham has established a
revenue target of $40 million for 2023.
About Giga-tronics Inc.
Headquartered in Dublin, California, Giga-Tronics Inc. is a
publicly held company, traded on the OTCQB Capital Market under
the
symbol "GIGA". Giga-tronics -- http://www.gigatronics.com--
manufactures specialized electronic equipment for use in both
military test and airborne operational applications. The Company's
operations consist of two business segments, those of its wholly
owned subsidiary, Microsource Inc., and those of its Giga-tronics
Division. The Company's Microsource segment designs and
manufactures custom microwave products for military airborne
applications while the Giga-tronics Division designs and
manufactures real time solutions for RADAR/EW test applications.
As of Sept. 30, 2022, the Company had $48.26 million in total
assets, $25.31 million in total liabilities, and $22.96 million in
total stockholders' equity.
San Ramon, California-based Armanino LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated June 24, 2022, citing that the Company's significant
recurring losses and accumulated deficit raise substantial doubt
about its ability to continue as a going concern.
GREEN PROPERTY: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: Green Property Management LLC
803 Bellmore Avenue
East Meadow NY 11554
Business Description: The Debtor owns a property located at 203
Harvard Street Hempstead, New York valued at
$680,000.
Chapter 11 Petition Date: April 10, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-71225
Judge: Hon. Louis A. Scarcella
Debtor's Counsel: Gus Michael Farinella, Esq.
LAW OFFICES OF GUS MICHAEL FARINELLA, PC
110 Jericho Turnpike
Suite 100
Floral Park, NY 11001
Tel: (212) 675-6161
Fax: (212) 675-4367
Email: gmf@lawgmf.com
Total Assets: $695,107
Total Liabilities: $1,082,731
The petition was signed by Desmond D'Souza as member.
The Debtor listed Mr. Cooper, located at 800 State Highway 121,
Bypass Lewisville, TX 75067, as its only unsecured creditor holding
a claim of $402,731.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BMSUY3A/Green_Property_Management_LLC__nyebke-23-71225__0001.0.pdf?mcid=tGE4TAMA
GROWLIFE INC: Sells $150,000 Convertible Promissory Note to ONE44
-----------------------------------------------------------------
Growlife, Inc. entered into a securities purchase agreement with
ONE44 Capital LLC, pursuant to which ONE44 purchased a convertible
promissory note from the Company in the aggregate principal amount
of $150,000, such principal and the interest thereon convertible
into shares of the Company's common stock at the option of ONE44.
The transaction contemplated by the Purchase Agreement closed on
March 28, 2023. The Company intends to use the net proceeds
($128,250) from the Note for general working capital purposes. The
Note contains an original issue discount amount of $15,000 and
legal fees paid therefrom of $6,750.00.
The maturity date of the Note is March 28, 2024. The Note shall
bear interest at a rate of 10% per annum, which interest may be
paid by the Company to ONE44 in shares of common stock but shall
not be payable until the Note becomes payable, whether at the
Maturity Date or upon acceleration or by prepayment. ONE44 is
entitled, at its option, at any time after the 6th monthly
anniversary of this Note, to convert all or any amount of the
principal face amount of this Note then outstanding into shares of
the Company's common stock at a price for each share of Common
Stock equal to 60% of the lowest closing bid price of the Common
Stock as reported on the OTC Markets on which the Company's shares
are then traded or any exchange upon which the Common Stock may be
traded in the future, for the ten prior trading days including the
day upon which a Notice of Conversion is received by the Company.
In the event the Company experiences a DTC "Chill" on its shares,
the conversion price shall be decreased to 50% instead of 60% while
that "Chill" is in effect. Notwithstanding the foregoing, ONE44
shall be restricted from effecting a conversion if such conversion,
along with other shares of the Company's common stock beneficially
owned by ONE44 and its affiliates, exceeds 4.99% of the outstanding
shares of the Company's common stock.
The Note may be prepaid until 180 days from the issuance date. If
the Note is prepaid within 60 days of the issuance date, then the
prepayment premium shall be 110% of the face amount plus any
accrued interest, if prepaid after 61 days from the issuance date,
but less than 90 days from the issuance date, then the prepayment
premium shall be 125% of the face amount plus any accrued interest,
if prepaid after 91 days from the issuance date, up to 120 from the
issuance date, then the prepayment premium shall be 135% of the
face amount plus any accrued interest, if prepaid after 121 days
from the issuance date, up to 150 from the issuance date, then the
prepayment premium shall be 140% of the face amount plus any
accrued interest and if prepaid after 150 days from the issuance
date, up to 180 from the issuance date, then the prepayment premium
shall be 145% of the face amount plus any accrued interest. Upon
the occurrence and during the continuation of certain events of
default, the Note will accrue an interest rate of 24% or, if such
rate is usurious or not permitted by current law, then at the
highest rate of interest permitted by law.
Other than as described above, the Note contains certain events of
default, including failure to timely issue shares upon receipt of a
notice of conversion, as well as certain customary events of
default, including, among others, breach of covenants,
representations or warranties, insolvency, bankruptcy, liquidation,
and failure by the Company to pay the principal and interest due
under the Note.
About GrowLife
Founded in 2012, GrowLife, Inc. (PHOT)--
http://www.shopgrowlife.com-- is the owner of Bridgetown
Mushrooms, acting as its parent Company. Founded in 2018 in
Portland Oregon, Bridgetown Mushrooms grows a variety of functional
and gourmet mushrooms which are in turn sold through multiple
commercial and consumer sales channels. The company also develops
and markets mushroom based products nationwide as well as
manufactures and sells Mycology supplies to meet the demand for
commercial mushroom farmers across the United States.
GrowLife reported a net loss of $5.47 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.38 million for the year
ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $2.71
million in total assets, $9.97 million in total current
liabilities, $59,057 in total long-term liabilities, and a total
stockholders' deficit of $7.33 million.
Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated May 16, 2022, citing that the Company has suffered
recurring losses from operations, incurred negative cash flows from
operating activities, and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
GUARDION HEALTH: Delays Filing of 2022 Annual Report
----------------------------------------------------
Guardion Health Sciences, Inc. was unable to file its Annual Report
on Form 10-K for the fiscal year ended Dec. 31, 2022 within the
prescribed time period because the Company requires additional time
to complete, analyze and process certain information and
documentation with respect to its audited financial statements and
other disclosures to be filed as part of the Form 10-K. The
Company expects to file the Form 10-K within the 15-calendar day
extension period.
As of April 3, 2023, the Company anticipates that its statement of
operations for the year ended Dec. 31, 2022 will reflect: (1) a
non-cash charge to operations for the impairment of intangible
assets of approximately $10,100,000, as compared to a non-cash
charge to operations for the year ended Dec. 31, 2021 for the
impairment of intangible assets of approximately $11,900,000; (2) a
net non-cash charge to operations for a change in fair value of a
warrant derivative liability that has yet to be determined; and (3)
a preferred stock deemed dividend of approximately $940,000 with
respect to the sale of convertible preferred stock on November 30,
2022. All of these charges and amounts are subject to completion
of the audit of the Company's Dec. 31, 2022 financial statements.
About Guardion Health Sciences
Headquartered in San Diego, California, Guardion Health Sciences,
Inc. -- http://www.guardionhealth.com-- is a specialty health
sciences company that develops clinically supported nutrition,
medical foods and medical devices, with a focus in the ocular
health marketplace. Located in San Diego, California, the Company
combines targeted nutrition with innovative, evidence-based
diagnostic technology.
Guardion Health reported a net loss of $24.75 million for the year
ended Dec. 31, 2021, a net loss of $8.57 million for the year ended
Dec. 31, 2020, a net loss of $10.88 million for the year ended Dec.
31, 2019, and a net loss of $7.77 million for the year ended Dec.
31, 2018. As of Sept. 30, 2022, the Company had $28.23 million in
total assets, $1.73 million in total liabilities, and $26.49
million in total stockholders' equity.
H-CYTE INC: Delays Filing of 2022 Annual Report
-----------------------------------------------
H-Cyte, 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 has experienced delays in completing its Annual Report
within the prescribed time period, due to delays in assembling the
financial information required to be reviewed by the Company's
independent auditor, and in completing the accounting of certain
transactions affecting the Company. The delay could not be
eliminated without unreasonable effort or expense.
The Company plans to file its Annual Report on Form 10-K for the
year ended Dec. 31, 2022, on or before the fifteenth day following
the prescribed due date.
About H-CYTE Inc.
Headquartered in Tampa, Florida, H-CYTE Inc. --
http://www.HCYTE.com-- is a hybrid-biopharmaceutical company
dedicated to developing and delivering new treatments for patients
with chronic respiratory and pulmonary disorders.
H-Cyte reported a net loss of $4.80 million for the year ended Dec.
31, 2021, compared to a net loss of $6.46 million on $2.15 million
of revenues for the year ended Dec. 31, 2020. As of Sept. 30,
2022, the Company had $240,559 in total assets, $8.39 million in
total liabilities, and a total stockholders' deficit of $8.15
million.
Tampa, Florida-based Frazier & Deeter, LLC, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated Feb. 25, 2022, citing that he Company has negative working
capital, has an accumulated deficit, has a history of significant
operating losses and has a history of negative operating cash flow.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
HOME POINT: Fitch Lowers LongTerm IDRs to 'B-', On Watch Neg.
-------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) of Home Point Capital Inc. and its subsidiary Home Point
Financial Corporation (collectively Home Point) to 'B-' from 'B'
and placed them on Rating Watch Negative (RWN). The actions follow
the company's announcement that it has entered into a definitive
agreement to sell certain assets of its wholesale originations
channel to The Loan Store, Inc. in exchange for an equity stake in
the company. Senior unsecured debt ratings have also been
downgraded to 'CCC+' from 'B-'/'RR5'.
KEY RATING DRIVERS
IDRs and SENIOR DEBT
The downgrade reflects Fitch's view that this transaction
represents a significant shift in Home Point's business strategy
away from being a large originator and servicer of mortgage loans
focused on the wholesale channel, towards a more opportunistic and
evolving approach. Fitch views this as a weakening of Home Point's
business model and franchise position. Fitch also believes the
transaction introduces execution risk associated with further right
sizing the expense base given the on-going revenue reduction
following the asset sales. These changes come at a time when senior
management depth has been reduced through recent turnover including
the departure of CFO in April 2023 as well as the departure of its
head of originations following closing of the transaction.
The RWN reflects continued uncertainty regarding the financial
impact of the transaction including the impacts on leverage and
profitability, if any, as well as on future strategic actions.
Fitch expects to resolve the RWN once more information is available
regarding the financial impacts, if any, from the transaction, and
the company's strategic direction and execution plan.
The 'B-' IDR remains supported by Home Point's continued market
position as a large servicer with an outsourced servicing
operation, the absence of any near-term debt maturities, adequate
liquidity to cover any operational needs over the Outlook horizon,
an appropriate risk control framework, and strong asset quality
performance.
As of YE 2022, Home Point had $97 million of unrestricted cash,
$392 million of available capacity on its mortgage servicing right
(MSR) facility, considering covenants and borrowing base
requirements, and no available capacity on its operating line of
credit. In addition, it has $2.3 billion of unused capacity under
its warehouse lines of credit and $67.4 million of available
capacity on its servicing advance facility to support ongoing
origination and servicing activities. The proposed transaction is
unlikely to impact the company's liquidity position.
Home Point's leverage (gross debt to tangible equity) decreased to
2.4x as of YE 2022; down from 3.8x at 2Q22, which is below the
current covenant maximum under the company's MSR facility.
Corporate non-funding leverage, which excludes funding-related
debt, increased to 1.6x at YE 2022 up from to 1.2x at 2Q22 driven
by continued equity erosion from operating losses and incremental
borrowings. The proposed transaction is unlikely to lead to
deleveraging in the near term and potentially could increase
leverage if assets are written down, but Fitch will evaluate the
impact when exact terms are known.
The unsecured debt rating is one notch below the Long-Term IDR
reflecting below average recovery prospects, given the
subordination to substantial secured debt in the capital structure,
and a limited pool of unencumbered assets mostly consisting of
MSRs, which could have significant valuation volatility.
SUBSIDIARY AND AFFILIATED COMPANY
The ratings of Home Point Financial Corporation are equalized with
the ratings of Home Point Capital Inc. given it is a wholly owned
subsidiary and represents substantially all of the parent's
assets.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Negative rating action could result if the transaction does not
substantially improve the financial profile of the company
including profitability, leverage and liquidity metrics, taking
into consideration the potential offsetting declines in franchise
value and business model. A decline in the company's liquidity
position as a result of non-renewal or acceleration of any secured
financing facilities due to the transaction could also lead to
negative action. Lastly, should regulatory scrutiny of the company
or industry increase meaningfully, or if Home Point incurred
substantial fines that negatively impacted its franchise or
operating performance, this could also drive negative rating
momentum.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
Fitch believes the RWN could be resolved if Home Point demonstrates
sufficient financial benefits from the transaction including an
immediate improvement in its profitability outlook through expense
structure resizing, reduction in leverage below 1.5x and
maintenance of an appropriate liquidity position. Depending on the
materiality of these improvements, this could be accompanied by a
Stable Outlook (if sufficiently material) or a Negative Outlook (if
more modest).
While there is limited potential for further positive rating
actions in the near term, growth of the business that enhances Home
Point's franchise, improved profitability and earnings consistency,
a continuation of strong asset quality, a sustained reduction in
total leverage below 1.0x, an increase in longer-duration funding
and a stronger liquidity profile, including an increase in
committed funding and maintenance of the proportion of unsecured
funding could drive positive rating momentum over time.
The unsecured debt rating is primarily sensitive to changes in the
Long-Term IDR and secondarily to the funding mix and available
collateral. A material increase in unencumbered assets and recovery
prospects could narrow the notching between the Long-Term IDR and
the unsecured notes, while a material increase in secured debt
could result in a wider notching.
ESG CONSIDERATIONS
Home Point Financial Corporation has an ESG Relevance Score of '4'
for Customer Welfare - Fair Messaging, Privacy & Data Security due
to its exposure to compliance risks that include fair lending
practices, debt collection practices, and consumer data protection,
which has a negative impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.
Home Point Financial Corporation has an ESG Relevance Score of '4'
for Governance Structure due to its private equity ownership and
board effectiveness as they relate to protection of creditor and
shareholder rights, which has a negative impact on the credit
profile, and is relevant to the rating[s] in conjunction with other
factors.
Home Point Financial Corporation has an ESG Relevance Score of '4'
for Management Strategy due to uncertainty regarding long term
business strategy and the recent erosion of management depth, which
has a negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Prior
----------- ------ -----
Home Point
Financial
Corporation LT IDR B- Downgrade B
Home Point
Capital Inc. LT IDR B- Downgrade B
senior
unsecured LT CCC+ Downgrade B-
HONEY CREEK: Selling 1318-Acre Property in Weston for $55K/Net Acre
-------------------------------------------------------------------
Honey Creek Partners, L.P., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to sell approximately 1318
acres of land located in the unincorporated area known as Honey
Creek near town of Weston, Collin County, Texas, to Matrix
Equities, Inc., for $55,000 cash per net acre.
A hearing on the Motion is set for May 3, 2023, at 2:30 p.m. The
Objection Deadline is 48 hours in advance of such hearing date.
Pre-petition, on March 16, 2021, the Debtor entered into the Real
Estate Purchase and Sale Agreement with Matrix Equities, Inc., an
Arizona corporation.
On Oct. 22, 2021, prior to closing on the Contract, Megatel Homes
III, L.L.C. and Honeycreek Venetian L.L.C. (collectively, the
"Megatel Plaintiffs") filed their Original Petition against the
Debtor in the 429th District Court of Collin County, Texas, Cause
No. 429-05821-2021 (the "First Megatel Lawsuit"). The Megatel
Plaintiffs assert claims for breach of contract related to a 2020
property sale by the Debtor to a Megatel-affiliated entity.
On Dec. 28, 2021, the Megatel Plaintiffs filed a Notice of Lis
Pendens (the "Megatel Lis Pendens") in the real property records of
Collin County, as amended by the Amended Notice of Lis Pendens
filed on May 31, 2022. The Megatel Lis Pendens references a
disputed
easement, again related to the 2020 Megatel sale.
On April 19, 2022, Honeycreek Venetian, LLC filed its Original
Petition against the Debtor, the Debtor's general partner, and
others in the 219th District Court of Collin County, Texas, Cause
No. 219-01927-2022 (the "Second Megatel Lawsuit"). The Second
Megatel Lawsuit also alleges breach of contract claims against the
Debtor related to the 2020 sale.
In June 2022, a condemnation proceeding was commenced in County
Court at Law No. 5 for Collin County by East Fork Fresh Water
Supply District No. 1-A of Collin County as condemnor against the
Debtor, the Purchaser (Matrix Equities, Inc.), and the City of
Weston,
among others under Cause No. 005-01536-2022 (the "Condemnation
Proceeding").
On Nov. 21, 2022, East Fork Fresh Water Supply District No. 1-A of
Collin County filed a Notice of Lis Pendens (the "Condemnation Lis
Pendens") in the real property records of Collin County.
Under the Contract, the filing of the First Megatel Lawsuit and the
Megatel Lis Pendens were "Must Cure Matters" which tolled the
Purchaser's obligations and duties under the Contract. During the
Tolling Period, the Second Megatel Lawsuit, the Condemnation
Proceeding, and the Condemnation Lis Pendens were filed.
As of the filing of the Motion, the Debtor is working with Megatel
and its counsel with the goal of resolving any remaining easement
issues to accomplish the consensual removal of the Megatel Lis
Pendens and the Condemnation Lis Pendens.
The Debtor desires the Court to approve the pre-petition Contract
so that it can move forward with the sale of its interests in the
property that is more particularly described on Exhibit B
consisting of approximately 1,318 acres of real estate in Weston,
Collin County, Texas. The Purchaser has offered to purchase the
Property for $55,000 cash per Net Acre. The Contract contemplates
that the Purchaser will close on the Property in phases. The
purchase price of the acreage will be determined prior to each
closing based on the number of net acres involved in each stage of
the closing.
In the exercise of its business judgment, the Debtor asserts that
proceeding with the pre-petition Contract is in the best interest
of the estate. The sale price under the Contract will be more than
sufficient to satisfy all allowed claims against this estate.
The Property is subject to standby fees, taxes, and assessments by
ad valorem taxing authorities for the calendar year 2023
(collectively, the "Property Tax Liens").
The Property is also allegedly subject to liens or claims described
in the following:
a. Deed of Trust, Security Agreement and Financing Statement
executed by Honey Creek Partners, LP F/K/A Honey Creek Ranch
Corporation and Jon W. Bayless to Bill G. Brewer et al, Trustee,
dated March 19, 2021, filed March 25, 2021, recorded under Clerk's
File No. 20210325000590460, Official Public Records, Collin County,
Texas, securing Benchmark Bank in the payment of one Note of even
date therewith in the principal sum of $6.5 million, due and
payable and bearing interest as therein provided; and subject to
all the terms, conditions and stipulations contained therein,
including, but not limited to, any additional indebtedness, if any,
secured by said instrument (the "Deed of Trust");
b. Assignment of Rents and Leases filed March 25, 2021,
recorded under Clerk's File No. 20210325000590470, Official Public
Records, Collin County Texas (the "ALR");
c. Suit styled Megatel Homes III, L.L.C. and Honeycreek
Venetian L.L.C. v. Honey Creek Partners, L.P., dated October 22,
2021, under Cause No. 429-05821-2021 in the 429th District Court of
Collin County Texas (previously defined as the "First Megatel
Lawsuit");
d. Notice of Lis Pendens, giving notice of suit styled
Honeycreek Venetian LLC vs Honey Creek Partners, LP, under Cause
No. 429-05821-2021, recorded under Clerk's File No. 2021002598640,
of the Official Public Records, Collin County, Texas. As affected
by Amended Notice of Lis Pendens recorded under Clerk's File No.
2022000085548, of the Official Public Records, Collin County, Texas
(previously defined as the "Megatel Lis Pendens");
e. Suit styled Honeycreek Venetian, LLC v. Westin-Land, Ltd.,
Land Advisors, Ltd., Honey Creek Partners, L.P., and Honey Creek
Partners GP, Inc. dated April 19, 2022, under Cause No.
219-01927-2022 in the 219th District Court of Collin County Texas
(previously defined as the "Second Megatel Lawsuit");
f. Notice of Lis Pendens, giving notice of suit styled East
Fork Fresh Water Supply District No. 1-A of Collin County v. Honey
Creek Partners, LP., successor in interest by conversion to Honey
Creek Ranch Corporation, City of Weston, and Matrix Equities, Inc.,
under Cause No. 005-01536-2022, recorded in under Clerk's File No.
2022000167462, of the Official Public Records, Collin County, Texas
(previously defined as the "Condemnation Lis Pendens"); and
g. Suit styled East Fork Fresh Water Supply District No. 1-A
of Collin County v. Honey Creek Partners, LP., successor in
interest by conversion to Honey Creek Ranch Corporation, City of
Weston, and Matrix Equities, Inc., under Cause No. 005-01536-2022,
recorded in under Clerk's File No. 2022000167462, of the Official
Public Records, Collin County, Texas (previously defined as the
"Condemnation Proceeding").
The Debtor seeks an order from the Court authorizing it to sell the
Property free and clear of all liens, claims, and encumbrances,
The Debtor proposes to sell the Property to the Purchaser for the
price described and upon the terms in the Contract free and clear
of all liens, claims, and encumbrances and from the proceeds of
such sale:
a. pay usual and customary closing costs, including, but not
limited to, the premium for the owner policy of title insurance for
the insured amount equal to the Purchase Price, the Debtor's half
of the escrow fee, any state transfer taxes, etc.;
b. pay the holder(s) of the Property Tax Liens an amount
sufficient to secure the release of said liens for the tax years
prior to 2023, if any, along with providing the Purchaser a credit
against the Purchase Price for a pro rata share of the 2023 ad
valorem taxes up through the date of the closing; and
c. to the extent the same is valid and subsisting and
encumbers all or a portion of the Property, pay to the holder
thereof any amount necessary to satisfy the Deed of Trust, in
exchange for a recordable Release of said lien and related ALR.
The year of closing ad valorem tax lien will be expressly retained
on the Property until the payment by the Purchaser and/or their
assigns of the year of closing taxes, plus any penalties or
interest which may ultimately accrue thereon, in the ordinary
course of business.
A copy of the Contract is available at https://tinyurl.com/mvdht9fh
from PacerMonitor.com free of charge.
About Honey Creek Partners
Honey Creek Partners, L.P., formerly known as Honey Creek Ranch
Corporation, is a limited partnership in Flower Mound, Texas.
Honey Creek Partners filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Texas Case No. 23-30339) on Feb. 24, 2023,
with $50 million to $100 million in assets and $1 million to $10
million in liabilities.
Charles B. Hendricks, Esq., at Cavazos Hendricks Poirot, P.C.
serves as the Debtor's legal counsel.
IDAHO ALLERGY: Case Summary & Eight Unsecured Creditors
-------------------------------------------------------
Debtor: Idaho Allergy, LLC
10599 Wilshire Blvd., #401D
Los Angeles, CA 90024
Business Description: Idaho Allergy applies the latest scientific
and medical advances to provide patient care
and treatment for allergies, asthma, and
COPD.
Chapter 11 Petition Date: April 10, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-12146
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Sanjeev Jain as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/5MANECY/Idaho_Allergy_LLC__cacbke-23-12146__0001.0.pdf?mcid=tGE4TAMA
IEH AUTO PARTS: Taps Lincoln International as Investment Banker
---------------------------------------------------------------
IEH Auto Parts Holding LLC and its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Lincoln International, LLC as investment banker.
The firm's services include:
a. With respect to a sale transaction:
(i) Identifying potential parties who might be interested in
entering into a sale transaction;
(ii) Assisting with the preparation of an information
memorandum for delivery to potential parties to a sale transaction
describing the Debtors, the business or the assets to be sold;
(iii) Formulating and recommending a strategy for pursuing a
potential sale transaction;
(iv) Contacting and eliciting interest from potential parties
to a sale transaction;
(v) Conveying information desired by potential parties to a
sale transaction not contained in the sale information memorandum;
(vi) Reviewing and evaluating potential parties to a sale
transaction; and
(vii) Reviewing and analyzing proposals regarding a potential
sale transaction.
b. With respect to a financing transaction:
(i) Advising the Debtors regarding an appropriate capital
structure for the Debtors, including the potential pricing and
terms for any new senior debt, junior capital or equity
securities;
(ii) Identifying financing sources who might be interested in
participating in a financing transaction;
(iii) Assisting with the preparation of an information
memorandum for delivery to financing sources describing the
Debtors;
(iv) Formulating and recommending a strategy for pursuing a
potential financing transaction;
(v) Contacting and eliciting interest from various financing
sources, including senior lenders, junior capital providers or
equity investors, as appropriate;
(vi) Conveying information desired by financing sources not
contained in the financing information memorandum; and
(vii) Reviewing and analyzing all proposals, both preliminary
and firm, received from financing sources relating to a financing
transaction.
c. With respect to a restructuring transaction:
(i) Assisting the Debtors in developing a restructuring
plan;
(ii) Assisting the Debtors in structuring any securities to
be issued pursuant to the restructuring plan;
(iii) Assisting the Debtors in negotiating the restructuring
plan with lenders, creditors and other interested parties; and
(iv) Assisting the Debtors in developing a plan of
reorganization.
d. With respect to any transaction:
(i) Sitting for depositions and participating in hearings
before the relevant bankruptcy court, if applicable, with respect
to matters upon which Lincoln has provided advice, including as
relevant, coordinating with the Debtors' legal counsel with respect
to testimony in connection therewith; and
(ii) Performing such other financial advisory or investment
banking services as may be specifically agreed upon in writing by
the Debtors and Lincoln.
The firm will be paid as follows:
a. Initial Advisory Fee. A fee of $125,000 payable in cash upon
the execution of the engagement letter.
b. Monthly Advisory Fee. A monthly fee of $125,000 that is
earned, due and payable in cash on the first day of each month.
One-hundred percent of the monthly advisory fees that has been paid
shall be fully credited against the sale transaction fee or
restructuring fee after the fourth anniversary of the monthly
advisory fee.
c. Sale Transaction Fee. A fee equal to the minimum fee, plus an
incentive fee equal to 2% of the enterprise value in excess of
$187,500,000 but less than $250,000,000, plus an incentive fee
equal to 3% of the enterprise value equal to or in excess of
$250,000,000 but less than $300,000,000, plus an incentive fee
equal to 4% of the enterprise value equal to or in excess of
$300,000,000, if a sale transaction is consummated during the term
of the engagement letter. The minimum fee shall be (1) $800,000 in
the event a credit bid by Icahn Enterprises Holdings, LP is the
successful bid for substantially all (or all) assets and it
consummates such sale transaction, and (2) $2,000,000 in all other
instances.
d. Financing Transaction Fee. A fee equal to (i) 2.5% of the
committed amount of any bridge, debtor-in-possession, or other
financing if provided by parties other than the existing lenders;
or (ii) $250,000 if provided by the existing lenders, if a
financing transaction is consummated during the term of the
engagement letter.
e. Restructuring Transaction Fee. A fee equal to $2,000,000 if a
restructuring transaction is consummated during the term or the
period of the engagement letter. Only one sale transaction fee or
restructuring transaction fee shall be earned upon consummation of
a transaction, and only one of either a sale transaction fee or a
restructuring transaction fee shall be payable under the engagement
letter.
Brendan Murphy, managing director at Lincoln, 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:
Brendan J. Murphy
Lincoln International, LLC
110 North Wacker Drive, 51st Floor
Chicago, IL 60606
Tel: (312) 580-8339
Email: bmurphy@lincolninternational.com
About IEH Auto Parts Holding
IEH Auto Parts Holding, LLC -- https://autoplusap.com/ --
distributes automotive products. It offers equipment, tools,
accessories, paint, and related products in the automotive
aftermarket. The company serves customers in the United States.
IEH Auto Parts Holding and its affiliates filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas
Lead Case No. 23-90054) on Feb. 1, 2023. In the petition filed by
their chief executive officer, John Michael Neyrey, the Debtors
reported between $100 million and $500 million in both assets and
liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Jackson Walker, LLP and The Law Office of Liz
Freeman, PLLC as legal counsels; Lincoln International, LLC as
investment banker; Portage Point Partners, LLC as restructuring
advisor; and B. Riley Real Estate, LLC as real estate advisor.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Kane Russell Coleman Logan, PC is the committee's legal counsel.
INDEPENDENT PET: Sale of All Assets to IPP for $60-Mil. Approved
----------------------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware authorized Independent Pet Partners
Holdings, LLC, and its affiliates to sell substantially all assets
to IPP Buyer Acquisition, LLC.
The aggregate consideration for the Purchased Assets will consist
of: (i) a credit bid in the amount of $60 million consisting of
$27,258,311.48 in DIP Obligations, $9,195,481.69 in Prepetition
Priming Secured Obligations, and $23,546,206.83 in Prepetition DDTL
Secured Obligations; and (ii) the amount of the assumption of the
Assumed Liabilities.
The Asset Purchase Agreement, dated as of Feb. 5, 2023, as amended
and restated as of Feb. 27, 2023, and as further amended and
restated as of March 24, 2023, is approved.
The sale is free and clear of all Encumbrances.
The Debtors are authorized to (a) assume and assign to the Stalking
Horse Purchaser the Purchased Contracts free and clear of all
Encumbrances of any kind or nature whatsoever, and (b) execute and
deliver to the Stalking Horse Purchaser such documents or other
instruments as the Stalking Horse Purchaser deems necessary to
assign and transfer the Purchased Contracts, Permitted Liens and
Assumed Liabilities to the Stalking Horse Purchaser.
On the Closing Date, the Wind-Down Amount will be funded from
Excluded Cash (as defined in the Stalking Horse APA) and will be
used to pay the Wind-Down Expenses. Any funds held in the Debtors'
escrow account exclusively to pay Professional Fees and Expenses as
they become allowed and payable will remain in the escrow account
held by the Debtors after the Closing.
Pursuant to Bankruptcy Rules 7062, 9014, 6004(h), and 6006(d), the
Sale Order will be effective immediately upon entry, and the
Debtors and the Stalking Horse Purchaser are authorized to close
the Sale immediately.
The objection filed by Oracle Credit Corp. and Oracle America,
Inc., successor in interest to NetSuite, Inc., is resolved.
Any amounts payable by the Debtors on account of the Expense
Reimbursement, the DIP Reversionary Interest, the provisions of the
Settlement Agreement requiring payment of any amount of the
Carve-Out remaining after payment of allowed Professional Fees and
Expenses, and the Net Recovery will be paid in the manner provided
in the Stalking Horse APA, the Bidding Procedures Order, and the
Settlement Agreement, as applicable, without further order of the
Court.
A copy of the Purchase Agreement is available at
https://tinyurl.com/yeywz75b from PacerMonitor.com free of charge.
About Independent Pet Partners Holdings
Independent Pet Partners Holdings, LLC and various affiliated
entities sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-10153) on February 5, 2023.
In the petition signed by Stephen Coulombe, co-chief restructuring
officer, the Debtor disclosed up to $500 million in both assets
and
liabilities.
Independent Pet Partners offers a one-stop pet experience with
healthy, high-quality food products and treats and a range of pet
services, including grooming, self-wash, pet parent education, and
veterinary services. The Debtors also sell goods through their
e-commerce platform with each of the Debtors' banners having its
own standalone website. As of the Petition Date, the Debtors
operated under four unique regional banners: Chuck and Don's,
Kriser's Natural Pet, Loyal Companion, and Natural Pawz.
Judge Laurie Selber Silverstein oversees the case.
The Debtors tapped McDonald Hopkins, LLC as general counsel, Young
Conaway Stargatt and Taylor, LLP as co-counsel, Berkeley Research
Group, LLC as co-chief restructuring officer, Houlihan Lokey
Capital, Inc. as financial advisor and investment banker, and Omni
Agent Solutions as notice, claims, and balloting agent.
CION Investment Corporation; Main Street Capital Corporation; MCS
Income Fund, Inc.; Newstone Capital Partners III, L.P; Newstone
Capital Partners III-A, L.P.; and Newstone Capital Partners III-B,
L.P., as DIP Lenders and Prepetition Lenders, are represented by
Dechert LLP.
Co-counsel to the DIP Lenders and Prepetition Lenders is Richards,
Layton & Finger, P.A.
Acquiom Agency Services, LLC, as administrative and collateral
agent under the DIP facility and as Prepetition ABL Agent, and
Prepetition Priming Agent, is represented by Paul Hastings, LLP.
Wilmington Trust, National Association, as Prepetition DDTL Agent,
is represented by Arnold & Porter Kaye Scholer LLP.
INGLES MARKETS: S&P Upgrades ICR to 'BB+', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Ingles
Markets Inc. to 'BB+' from 'BB'. S&P also raised its issue-level
rating on the senior unsecured debt to 'BB+' from 'BB' and
maintained our '3' recovery rating.
The stable outlook reflects S&P's expectation of continued good
operating performance, cash flow generation, and sustained low
leverage.
S&P said, "We expect Ingles will maintain healthy EBITDA margins
and low leverage over the next 12 months. Ingles displayed positive
revenue trends for fiscal 2022, benefiting from the pandemic-era
trend of increased food-at-home consumption. This trend also helped
S&P Global Ratings-adjusted EBITDA margins expand to the mid-9%
area compared with a low 6% margin historically. These trends
continued in the first quarter ended December 2022, with comparable
sales growing 7.3% and moderating yet still elevated adjusted
margins of 8.8%. We believe that performance will continue to abate
for the next 12 months with elevated commodity, product, and labor
costs. However, we also expect adjusted margins will remain
comfortably above pre-pandemic levels because of cost management,
sales leveraging, and an increased ability to pass on higher food
costs. We also expect sales growth in the low- to mid-single-digit
range largely because of greater pricing and consumption of
food-at-home. As a result, we project S&P Global Ratings-adjusted
EBITDA margins in the mid- to low-8% area for 2023 in addition to
S&P adjusted leverage below 1x.
"We expect Ingles' management to maintain a conservative financial
policy. The company has historically operated with low funded debt
levels and we believe this policy will continue absent a change in
ownership. We project S&P Global Ratings-adjusted leverage of about
1x for the upcoming year. Furthermore, we expect free operating
cash flow (FOCF) of at least $150 million and FOCF as a percentage
of debt in the low- to mid-40% area. Moreover, the conservative
financial policy has support from the company's high cash reserves
and significant owned real estate. The company has been majority
controlled by the Ingles family for many years and we do not see a
significant change in the conservative financial policy absent a
change in ownership. We hold this view while also thinking the
company could potentially increase shareholder returns because of
the high cash balances and expected cash flow generation.
"We view Ingles geographic concentration as a key risk, with
threats from traditional and nontraditional participants. Ingles'
existing distribution capabilities limits the company's expansion
into new markets. As a result, we believe Ingles will remain
geographically constrained in its core southeast markets.
Significantly larger grocers such as Kroger Co., Wegmans Food
Markets Inc., and Walmart Inc., pose a risk to Ingles' competitive
position over the long term given their significantly larger scale
and ability to invest in price compared to Ingles. We also believe
nontraditional grocers, including deep discounters and omnichannel
vendors, will continue to compete for customers in areas such as
convenience and enhanced product selection, further pressuring the
competitive environment for Ingles. Ingles' store productivity
trails larger competitors, partly due to lower population density
in its core markets. As a result, we are maintaining our negative
comparable ratings analysis modifier. We hold this view despite the
company's meaningful real estate ownership and its non-union
workforce.
"The stable outlook reflects our expectation for consistent
operating performance over the next 12-18 months and durable credit
protection measures including S&P adjusted leverage less than 1x.
"We could lower the ratings if operating performance deteriorates
meaningfully, or credit metrics weaken significantly such that
leverage is sustained above 2x. This scenario could unfold if
either the company pursues a more aggressive financial policy or if
S&P Global Ratings-adjusted EBITDA margins reverted to historic
levels or a contraction of 250 basis points or more.
"While unlikely, we could raise the rating if we believed Ingles
would significantly increase its competitive position while
maintaining a conservative financial policy. This would include
significant improvements in scale and improved profitability
metrics relative to peers."
ESG credit indicators: E-2, S-2, G-2
JAMES AND JAN: Unsecureds Owed $2M Get 1% of Claims
---------------------------------------------------
James and Jan, LLC, submitted a Disclosure Statement Describing
Subchapter V Chapter 11 Plan of Reorganization.
Debtor holds an interest in a real property located at 14820
Mulholland Drive, Los Angeles, CA 90077. The Debtor's bankruptcy
filing was precipitated by a pending foreclosure sale for the
Property by SPS scheduled for January 12, 2023.
Under the Plan, Class 3 General Unsecured Claims total $2,106,588.
General Unsecured Claims classified in Class 3 will receive a total
of approximately 1% of their claims in monthly payments over a
five-year period of the Plan. Holders of General Unsecured Claims
will receive their pro-rata share of $352 per month for a total of
$21,120 within the five-year period of the Plan. The payments will
start on the first day of the first month following the month
within which the Effective Date occurs. Class 3 is impaired.
The Debtor will fund the Plan from the contribution rental income
from its principals, Jeanette and Robert Bisno, from their personal
funds or through JAJ3, LLC which they own.
Continued Status Hearing will on April 18, 2023, at 10:00 a.m. in
Courtroom 1668, 255 E. Temple Street, Los Angeles, CA 90012.
Attorneys for the Debtor and Plan Proponent James and Jan, LLC:
Michael Jay Berger, Esq.
Sofya Davtyan, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Blvd. 6th Floor
Beverly Hills, CA 902 12-2929
Telephone: (310)271-6223
Facsimile: (310) 271-9805
E-mail: Michael.Bergerbankruptcypower.com
Sofya.Davtyanbankruptcypower.com
A copy of the Disclosure Statement dated March 31, 2023, is
available at https://bit.ly/3lXCtnm from PacerMonitor.com.
About James and Jan
James and Jan, LLC, is engaged in real estate investments. The
Debtor filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10155) on Jan.
11, 2023, with $1 million to $10 million in both assets and
liabilities. Susan K. Seflin has been appointed as Subchapter V
trustee.
Judge Barry Russell oversees the case.
The Debtor is represented by the Law Offices of Michael Jay Berger.
KEYSTONE GAS: May 10 Hearing on Disclosure Statement
----------------------------------------------------
Judge Sarah A. Hall will convene a hearing to consider the approval
of the Disclosure Statement of Keystone Gas Corporation at the
sixth-floor courtroom, 215 Dean A McGee Ave., Oklahoma City,
Oklahoma, on May 10, 2023, at 1:30 p.m.
April 28, 2023, is fixed as the last day for filing and serving
written objections to the Disclosure Statement.
Counsel for the Debtor:
Courtney D. Powell, Esq.
SPENCER FANE LLP
9400 N. Broadway Extension, Suite 600
Oklahoma City, OK 73114
Telephone: (405) 844-9900
Facsimile: (405) 844-9958
E-mail: cpowell@spencerfane.com
- and -
Jason P. Kathman, Esq.
Megan F. Clontz, Esq.
5700 Granite Parkway, Suite 650
Plano, TX 75024
Telephone: (972) 324-0300
Facsimile: (972) 324-0301
E-mail: jkathman@spencerfane.com
mclontz@spencerfane.com
About Keystone Gas Corporation
Keystone Gas Corporation, a utility service provider in Drumright,
Okla., sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Okla. Case No. 22-12088) on Sept. 14, 2022. At
the time of the filing, the Debtor reported $1 million to $10
million in both assets and liabilities.
Judge Sarah A. Hall oversees the case.
The Debtor tapped Spencer Fane, LLP, as legal counsel, and HBC CPAs
& Advisors as accountant.
KNIFE RIVER: S&P Assigns 'BB' ICR on Spinoff From MDU Resources
---------------------------------------------------------------
S&P Global Ratings assigned a 'BB' issuer credit rating to Knife
River Corp. and a recovery rating of '3' to the new senior
unsecured notes.
S&P said, "The stable outlook reflects our expectation that the
company will generate positive free operating cash flow (FOCF) to
debt of 15%-25% and maintain S&P Global Ratings-adjusted leverage
of 2x-3x over the next 12 months, supported by its stable revenue
base and market tailwinds beyond 2023."
Knife River Corp.'s tax-free spinoff from MDU Resources Group Inc.
(MDU) will result in a stand-alone, aggregates-based, vertically
integrated construction materials and contracting provider.
S&P said, "We forecast Knife River's EBITDA margins will remain
approximately 13%-15% in 2023 and 2024. We expect sales price to
offset persistent inflationary pressure on raw materials such as
cement, labor, and fuel. As such, we believe Knife River's S&P
Global Ratings-adjusted EBITDA margins will remain relatively
stable throughout fiscal years (FYs) 2023 and 2024. The company's
cost increases diminished margins early in this unprecedented
inflationary period, but it increased prices to outpace rising
costs and used purchasing power to secure favorable pricing on fuel
(fleet and equipment) and natural gas (production facilities). Yet,
since aggregates represented roughly 19% of its gross profit in
2022, we estimate that the company's EBITDA margin profile will
remain relatively stable. We forecast year-end leverage for the
next two years will be in line with the current rating, with debt
to EBITDA in the 2x-3x range over the next 24 months. This is due
to growth in cash gross profit, as the company's pricing
initiatives are realized. We anticipate the company's revenue for
2023 will decrease by 0%-10% and rebound in the mid-single-digit
percent area in 2024."
The company's average operating and EBITDA margins lag behind those
of peers in the industry space due to its end market mix. S&P
believes the company has a good growth strategy and focuses on
enhancing its EBITDA margins using price increases and cost
controls. However, Knife River does experience minimal product
differentiation, limited pricing power, and regional distribution
networks, all of which are a result of the products they sell.
Additionally, while the company's aggregate reserves are roughly a
quarter of those of similarly rated peers, it still maintains a
larger overall materials footprint (with a top 10 ranking in the
U.S. of a vertically integrated construction materials and
contracting services business model). In addition, Knife River
operates in a limited geographic area primarily weighted to the
Pacific Northwest, albeit with attractive tailwinds for its end
markets. The company's financial performance depends on its ability
to pass through market inflation such as raw materials, diesel,
electricity, labor, and logistics to maintain its below-average
gross and EBITDA margins.
Knife River will face challenges related to inherent end-market
cyclicality risk as S&P Global Ratings economists forecast a
shallow U.S. recession. In such an uncertain environment, the U.S.
economic outlook could have either faster or slower growth than the
baseline. Most pressing from a U.S. perspective is the timing and
pace of U.S. monetary policy as the Federal Reserve tackles
inflation, which remains high due to continued supply chain
disruptions. Distress in financial markets, highlighted by the
Silicon Valley Bank collapse, complicates chances that the U.S.
economy will have a soft landing. S&P expects fed funds rate to
peak at 5.0%-5.15% by May, with potential rate cuts in mid-2024.
S&P said, "Given the weaker housing market and uncertain economic
outlook, we expect flat to modest growth in volumes and profit
margins for the company's aggregates (16% of 2022 revenue),
ready-mix concrete (19%), asphalt (14%), and other construction
material segments (13%). We believe Knife River's 2023 top-line
growth will benefit from a strong contracting services order
backlog, as this segment accounted for 38% of its 2022 revenue.
Those service projects tend to be minimal in project value and have
short durations, but we note their backlog is at historical highs
for this segment. Given our expectations for an increase in
nonresidential spending from investments in infrastructure, this
could temper uncertainty in the cyclical residential end market.
Indeed, we expect Knife River's exposure to the aggregates segment
will remain more resilient compared with those exposed to
discretionary products and new home construction. We anticipate the
company will see an overall lift from infrastructure project
lettings in the latter half of 2023 but primarily in 2024.
"The stable outlook on Knife River reflects our expectation that
debt leverage will remain stable, supported by the potential for a
modest increase in its earnings through organic expansion, enabling
it to maintain debt to EBITDA of less than 3x over the next 12
months."
S&P could downgrade Knife River within the next 12 months if:
-- In a healthy market, it sustains debt to EBITDA above 3x. S&P
would anticipate this could occur if the company increased the
amount of debt, it currently has by adding at least $300 million or
more in debt in anticipation of further growth.
-- In a weaker-than-expected market, S&P would expect the current
cushion in credit ratios to deteriorate and we would look towards a
4x debt-to-EBITDA threshold for a downgrade. The latter scenario
could occur if gross margins fell more than 400 basis points (bps)
because the company's pricing deteriorated in an event to compete
for volumetric sales and minimal cash generation.
Although unlikely within the next 12 months, S&P could raise its
rating on Knife River if:
-- Debt leverage improves materially, with debt to EBITDA of below
2x. This could occur if Knife River enhanced its current EBITDA
margins, and these are better aligned with that of its industry
peers while maintaining current debt levels.
-- S&P expects the company to maintain stronger credit ratios than
typically associated with the rating while it cyclical end markets
remain healthy and stable.
ESG credit indicators: E-3, S-2, G-2
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Knife River due to
the energy intensity of its operations, like other heavy building
materials peers. As a result, we believe Knife River is exposed to
waste generation and use of fossil fuels as described in the
company description.
"Our assessment of recovery prospects for Knife River contemplates
a reorganization value for the company of about $956 million,
reflecting an emergence EBITDA of about $159 million and a 6x
multiple. Our emergence EBITDA assumption contemplates a
significant rebound in profitability following the sharp cyclical
downturn that we believe is required for the company to default
with the proposed capital structure. As a result, our EBITDA
assumption does not represent a default-level EBITDA, which we
think could be substantially lower. The 6x multiple is within the
5x-6x range that we generally use for building products companies.
Our '3' recovery rating on Knife River's $400 million senior
unsecured notes due 2031 indicates our expectation for meaningful
recovery (50%-70%; rounded estimate: 65%) in the event of payment
default."
-- Year of default: 2028
-- EBITDA at emergence: $159 million
-- Implied enterprise valuation (EV) multiple: 6x
-- Gross EV: $954 million
-- Net EV (after 5% administrative costs): $906 billion
-- Estimated senior secured claims: $527 million (revolving credit
$309 million; term loan: $218 million)
-- Remaining EV from excess collateral: $379 million
-- Senior unsecured notes claims: $415 million
--Recovery expectation: 50%-70% (rounded estimate: 65%)
LTL MANAGEMENT: J&J to Pay $8.9 Billion to End Talc Lawsuits
------------------------------------------------------------
Jef Feeley and Steven Church of Bloomberg News report that Johnson
& Johnson said it agreed to pay $8.9 billion to resolve all cancer
lawsuits tied to its talc-based powders and will make a fresh
attempt to contain the liability within a bankruptcy filing by one
of its units.
The world's largest maker of health-care products hopes to settle
complaints from about 60,000 claimants and fund a trust set up in
US bankruptcy court in Trenton, New Jersey, to cover future claims,
the company said Tuesday, April 4, 2023, in a securities filing.
J&J has already withdrawn its talc-based baby powder and others,
including Shower to Shower, from the market.
J&J's LTL Management unit filed a new Chapter 11 case to provide a
basis for the trust, which outlines terms for settling the
decade-long litigation. An earlier filing, which didn't include a
settlement, was rejected in January 2023 after an appeals court
found J&J erred in using bankruptcy to block juries from hearing
lawsuits and handing out damage awards. J&J wants a reorganization
plan for LTL that caps all the talc liability.
"Resolving this matter through the proposed reorganization plan is
both more equitable and more efficient, allows claimants to be
compensated in a timely manner," Erik Haas, J&J's world-wide head
of litigation, said in a release. Monies in the settlement will be
paid out over 25 years.
If enough victims agree to join the accord, J&J will be freed from
defending against cancer claims tied to baby powder and others
products tainted by asbestos. Juries ruled against the company in
nearly a dozen such suits over the years — including one appealed
all the way to the US Supreme Court — before J&J was forced to
pay $2.5 billion to a group of 20 women whose case went to trial in
2018.
Traces of Asbestos
Women and men blamed J&J's 129-year-old baby powder for causing
ovarian cancer and mesothelioma, a cancer specifically tied to
asbestos exposure. Victims allege internal J&J documents dating
back to the early 1970s show workers warning managers about traces
of asbestos found in talc bottled for baby powder. The victims
contend J&J executives should have warned consumers about the
powders’ health risks.
"This is the largest products liability settlement ever realized
after a bankruptcy filing," said Mikal Watts, one of the plaintiff
lawyers who negotiated the deal with J&J. "Our job is to get our
clients restitution for their injuries, and this settlement is the
culmination of over a decade of fighting for justice."
J&J argues the talc cases pose a financial threat to the company
despite its more than $478 billion market capitalization. That's
because juries could repeatedly hit J&J with multi-billion verdicts
that threaten its financial health, its lawyers contend. The
company also has suffered reputational harm tied to the talc
findings.
J&J has been criticized for using the bankruptcy courts to foster a
settlement. Such filings allow firms to put suits on hold while a
judge evaluates their value. Getting court approval for such trusts
requires 75% of victims to vote in favor of having their claims
through that process.
Under the terms of the deal, J&J agreed to pay $6.5 billion to
resolve current and future ovarian cases, provide $2 billion for
current and future mesothelioma cases and hand over $400 million to
states who've sued J&J for failing to warn consumers about the
health risks tied to its talc-based powders or threatened to sue,
according to people familiar with the deal who asked not to be
identified because the details aren’t public.
Opposing Deal
J&J negotiated its new deal with lawyers outside the leadership
group overseeing talc cases consolidated as a multi-district
litigation (MDL) before a federal judge in New Jersey. Attorneys in
the MDL said J&J isn't putting up enough money and ridiculed its
repeated attempts to use the bankruptcy process to deny victims
trials.
"This second bad-faith bankruptcy is an attempt by J&J to bully
cancer victims into accepting a low-ball deal that would leave most
of them with staggering unpaid medical bills and lost wages," Jason
Itkin, a lawyer for claimants who oppose the deal, said in an
email. "We believe this second bankruptcy will be dismissed just
like the first one."
In its January 2023 ruling, the appeals court said J&J wrongly put
its newly created unit, LTL Management, under court protection to
deal with the talc litigation. The three-judge panel found since
J&J agreed to set up a more than $61 billion backstop plan for its
unit, the company wasn't in "financial distress" and didn't qualify
for protection.
Hours before the new case was filed, an official committee of talc
claimants filed court papers arguing that a second Chapter 11
petition would be wrong. The group, which represented cancer
victims in the first bankruptcy case, said the company should not
be permitted to return to bankruptcy.
The new filing should satisfy demands by the appeals court that
rejected the first case, lawyers who crafted both Chapter 11
filings for J&J argued in court papers. In the latest case, the
firm replaced the backstop agreement with the $8.9 billion
settlement, J&J's lawyers said. The settlement funds will be LTL's
only financial resource, they said.
"I applaud Johnson & Johnson on finding a fair and equitable
solution which closes a painful chapter for a lot of American
women," said Mark Lanier, a Texas-based lawyer who won a $4.7
billion verdict against the company in 2018 on behalf of 20 women
who blamed their ovarian cancer on baby powder use.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On January 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an
order denying LTL's stay motion on March 31, 2023, and, on the dame
day, issued its mandate directing the Bankruptcy Court to dismiss
the 2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North America.
In the new filing, To that end, J&J said it has agreed to
contribute up to a present value of $8.9 billion, payable over 25
years, to resolve all the current and future talc claims, which is
an increase of $6.9 billion over the $2 billion previously
committed in connection with LTL's initial bankruptcy filing in
October 2021. LTL also has secured commitments from over 60,000
current claimants to support a global resolution on these terms.
LUCIRA HEALTH: Stock Sale Not Blocked by Chapter 11 Stay
--------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge
denied a request by COVID-19 testing firm Lucira Health Inc. to
protect future tax credits by blocking a shareholder from selling
its stock, saying Tuesday that the stay imposed by Lucira's Chapter
11 can't interfere with the shareholder's property rights.
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.
MACQUARIE AIRFINANCE: S&P Assigns 'BB+' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issuer credit rating to
aircraft lessor Macquarie AirFinance Holdings Ltd. (MAHL). At the
same time, S&P assigned its 'BB+' issue-level rating and '3'
recovery rating to its proposed senior unsecured notes.
S&P said, "We consider MAHL to be moderately strategic to its
parent, Macquarie Group Ltd., thus we rate it one notch higher than
our 'bb' stand-alone credit profile (SACP).
"The stable outlook reflects our expectation that MAHL's operating
performance will improve gradually over the next few years,
supported by the ongoing recovery in airline passenger traffic,
stronger demand for aircraft, and the resumption of lease payments
in full following the coronavirus pandemic.
"The 'BB+' issuer credit rating incorporates MAHL's
well-diversified customer base and sizeable fleet, which are offset
by our belief that its fleet is relatively older than those of
other rated aircraft lessors."
MAHL announced that it intends to issue $500 million of senior
unsecured notes to partially pay down its secured debt facilities.
Pro forma for the proposed acquisition of 53 aircraft from ALAFCO
Aviation Lease and Finance Co. K.S.C.P (ALAFCO; not rated), the
company's fleet comprises 240 aircraft (187 aircraft currently),
with an asset base of $5.8 billion ($3.6 billion currently). The
size of the pro forma fleet is largely in line with that of other
midsize aircraft lessors we rate globally. Post-acquisition, the
weighted average lease term would improve to 5.6 years (from 3.6
years as of Dec. 31, 2022), in line with the aircraft leasing
industry average of five to eight years), and the average age of
the fleet would be 9.3 years (improving from 11.9 years as of Dec.
31, 2022), still somewhat older than the industry's typical five to
eight years. Based on net book value, approximately 83% of MAHL's
portfolio will comprise relatively liquid narrowbody aircraft
(mostly Boeing 737s and Airbus A320s). The company is
well-diversified, both in terms of customers and geographic areas,
with 90 customers in 49 countries, and no customer representing
more than 7% of total net book value (NBV) on a pro forma basis.
S&P said, "We expect MAHL's credit metrics through 2024 to be
weaker than historical levels due to elevated capital spending
requirements.
"We expect the total purchase price for the ALAFCO portfolio of 53
aircraft (and order book of 20 aircraft) to be about $2.2 billion,
which the company expects to finance with about $1.6 billion in
secured acquisition financing, and $600 million in equity. We also
expect MAHL's capital spending (capex) to remain relatively high in
fiscal 2024 (year ending March 2024; our forecast incorporates
about $1.5 billion in capex during the year) as the company
continues expanding its fleet and adding newer aircraft. Including
the orderbook acquired from ALAFCO, MAHL's orderbook comprises 67
aircraft (27 A220-300 aircraft, 20 Airbus A320NEO aircraft, and 20
Boeing 737 MAX aircraft) with deliveries expected from late-2023
through 2026. The company also plans to continue pursuing
opportunistic sale-leaseback transactions and secondary market
purchases. MAHL expects to continue funding its growth through a
mix of debt and equity contributions from its parent, such that its
leverage ratio (debt to equity) remains below 3x.
"While MAHL's capital structure largely comprises variable-rate
debt, we believe risks associated with rising interest rates are
somewhat mitigated by the company's strategy to hedge a sizable
portion of its interest rate exposure. Nevertheless, we expect
credit metrics to be somewhat affected by higher debt levels and
expected higher interest expense associated with the newer
financings. We forecast EBIT interest coverage to decline to below
1x in fiscal 2023 (from the low-1x area in fiscal 2022), before
improving to about 1x in 2024. We expect funds from operations
(FFO) to debt to decline to the 6%-9% range through 2024 from the
low-teens percent area in 2022. As the owners add additional equity
to finance spending requirements, we expect debt to capital to
remain in the 70%-75% range through fiscal 2024 (similar to fiscal
2022 levels).
"Our aggressive assessment of the company's financial risk profile
also incorporates its smaller unencumbered asset base and greater
dependence on secured debt relative to other rated aircraft lessors
with a similar business risk assessment.
"We expect the company's operating performance over the next two
years to be influenced by the opposing trends of the continued
recovery from the COVID-19 pandemic and weakening macroeconomic
conditions."
Short-haul domestic leisure traffic has recovered over the past two
years as the effects of the COVID-19 pandemic on global air travel
have declined. As a result, demand and lease rates for narrowbody
aircraft have recovered sooner than those for widebody aircraft,
which are used mostly on international routes. However, a
substantial portion of business travel is returning, and
longer-haul travel is improving, as more countries, particularly in
Asia-Pacific, have opened up over the last year. In addition,
delayed deliveries from aircraft manufacturers (which began before
the pandemic and have worsened due to supply chain issues) have
created a shortage of aircraft.
S&P said, "On the other hand, we expect aircraft lessors (including
MAHL) to face higher interest rates, which could compress their
margins. In addition, we believe some airline customers,
particularly those in developing countries, will face a combination
of weaker macroeconomic conditions and the strong dollar (the
currency in which airlines typically make lease payments).
Nevertheless, we expect the sector to gradually pass along some
higher costs through higher lease rates, given the shortage of new
technology narrowbody aircraft. We also expect fewer airline
defaults than during the pandemic, when lessors had to restructure
many leases and repossess aircraft. We also believe the aircraft
leasing sector could continue to benefit over the next few years
from purchase/leaseback opportunities, with airlines seeking to
raise liquidity and upgrade their fleets to more environmentally
friendly new-technology aircraft. However, we expect somewhat lower
lease yields on at least a part of the fleet for a few years, due
to leases negotiated and lease restructurings and extensions
completed at lower rates during the pandemic. Additionally, the
ongoing recovery in global air travel demand could stall amid
weakening global macroeconomic conditions and consumer demand into
2024.
"The stable outlook reflects our expectation that MAHL's operating
performance will improve gradually over the next few years along
with airline passenger traffic, stronger demand for aircraft, and
the resumption of lease payments in full now that the impact of the
pandemic has subsided. We also believe the company's owners will
continue to contribute equity to partly finance future capital
spending needs such that the debt to equity (leverage) ratio is
maintained below the defined target of 3x. As a result, we expect
credit metrics to remain commensurate with the ratings despite high
outflows toward capex. Our rating also incorporates our assessment
of MAHL as moderately strategic to its owners."
S&Pe could lower the rating on MAHL over the next year if:
-- The aircraft leasing market does not recover as expected after
the impact of the pandemic subsides;
-- the company finances its spending requirements with higher debt
than we currently expect, such that its EBIT interest coverage
remains below 1.1x and FFO to debt declines to below 6% on a
sustained basis; or
-- S&P comes to view the company as nonstrategic to Macquarie
Group Ltd.
S&P said, "Although unlikely, we could raise our rating on MAHL
over the next year if its EBIT interest coverage improves to well
above 1.3x and FFO to debt improves to at least 9% on a sustained
basis. We would also need to see a significantly higher proportion
of unsecured debt in its capital structure, as well as more evenly
spread annual debt maturities, before we raise our ratings."
ESG credit indicators: E-2, S-2, G-2
S&P said, "ESG factors have an overall neutral influence on our
credit rating analysis of MAHL. We view the company as better
positioned to withstand climate transition risk than the global
airlines it serves. Its aircraft fleet's age (9.5 years old pro
forma for the acquisition of the ALAFCO fleet) is lower than the
global average but is older than those of most peer aircraft
lessors. We view social risk as a neutral influence in our credit
rating analysis. Lower global air traffic due to COVID-19 has
weakened earnings and cash flow, but much less so than those of its
airline customers. We expect its earnings and cash flow to improve
over the next few years."
MEHLING ORTHOPEDICS: Unsecureds Owed $53K to Get 100% of Claims
---------------------------------------------------------------
Mehling Orthopedics, LLC, a Chapter 11 Plan of Reorganization and a
Disclosure Statement.
In the period between June 2022 and August 2022, the Debtor entered
into a number of loan agreements and obligations with certain
creditors (collectively, the "Lenders") totaling approximately
$600,000 (collectively, the "Loans"). The intended purpose of the
Loans was to assist the Debtor in the continued operation and
expansion of its Medical Practice. The documents underlying these
Loans appear to grant the respective Lenders various security
interests in the Debtor's assets including, but not limited to,
funds payable to the Debtor by insurance companies for work
performed in its Medical Practice and other payables due to the
Debtor (collectively, the "Receivables"). The Debtor defaulted on
some of these Loans, causing certain Lenders to freeze the Debtor's
Receivables. Substantial amounts are due to the Debtor from various
insurance companies, some of which have been released
post-petition, and some of which remain unavailable to the Debtor
due to Lender pre-petition collection action. The Debtor requires
the protections of this Court to reorganize and to emerge from this
case with a feasible plan of reorganization.
Under the Plan, Class 6 General Unsecured Claims total $53,167.
The Debtor, by and through the Disbursing Agent, shall make 5
annual payments in the totaling 100% to be distributed to allowed
undisputed allowed Class 5 claims.
The Plan will be funded by the Debtor's income from its operation
of the medical practice. The Debtor has positive net income to
make the required Plan payments, which include the following
sources reflected in the Debtor's 5-year projections. The Debtor
may also rely upon collection of receivables to fund the plan.
Attorneys for Mehling Orthopedics:
Joseph M. Shapiro, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
841 Mountain Avenue, First Floor
Springfield, NJ 07081
Tel: (973) 218-6877
E-mail: jshapiro@middlebrooksshapioro.com
A copy of the Disclosure Statement dated March 31, 2023, is
available at https://bit.ly/3m3cNWz from PacerMonitor.com.
About Mehling Orthopedics
Mehling Orthopedics, LLC is a health care business in Hackensack,
N.J. It operates an orthopedic trauma practice dedicated to
creating individualized treatment plans for traumatic injuries and
disabilities, including orthopedic trauma and sports-related
injuries.
Mehling Orthopedics sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 23-11121) on Feb. 10, 2023,
with up to $50,000 in both assets and liabilities. Brian Mehling,
member of Mehling Orthopedics, signed the petition.
Melinda D. Middlebrooks, Esq., at Middlebrooks Shapiro, P.C.,
represents the Debtor.
MILFORD PARK: Fitch Affirms BB-sf Rating on E Notes
---------------------------------------------------
Fitch Ratings has affirmed the ratings for the class B, C and D
notes of Davis Park CLO, Ltd. (Davis Park); the class B, C, D and E
notes of Milford Park CLO, Ltd. (Milford Park); and the class A-1,
A-2, B, C and D notes of Unity-Peace Park CLO, Ltd. (Unity-Peace
Park). The Rating Outlooks on all rated tranches remain Stable.
Entity/Debt Rating Prior
----------- ------ -----
Milford Park
CLO, Ltd.
B 59966PAC6 LT AAsf Affirmed AAsf
C 59966PAE2 LT Asf Affirmed Asf
D 59966PAG7 LT BBB-sf Affirmed BBB-sf
E 59967DAA6 LT BB-sf Affirmed BB-sf
Unity-Peace Park
CLO, Ltd.
A-1 913318AA9 LT AAAsf Affirmed AAAsf
A-2 913318AC5 LT AAAsf Affirmed AAAsf
B 913318AE1 LT AAsf Affirmed AAsf
C 913318AG6 LT Asf Affirmed Asf
D 913318AJ0 LT BBB-sf Affirmed BBB-sf
Davis Park
CLO, Ltd.
B 239086AE1 LT AAsf Affirmed AAsf
C 239086AG6 LT Asf Affirmed Asf
D 239086AJ0 LT BBB-sf Affirmed BBB-sf
TRANSACTION SUMMARY
Davis Park, Milford Park and Unity-Peace Park are broadly
syndicated collateralized loan obligations (CLOs) managed by
Blackstone Liquid Credit Strategies LLC. Davis Park closed in June
2022 and will exit its reinvestment period in April 2027. Milford
Park closed in June 2022 and will exit its reinvestment period in
July 2027. Unity-Peace Park closed in May 2022 and will exit its
reinvestment period in April 2027. All three CLOs are secured
primarily by first-lien, senior secured leveraged loans.
KEY RATING DRIVERS
Asset Credit Quality, Asset Security, Portfolio Management and
Portfolio Composition
The affirmations are driven by the stable performance of the
transactions since closing. The credit quality of all three
portfolios as of the latest trustee reports has remained at the
'B'/'B-' rating level. The Fitch weighted average rating factor
(WARF) for all three transactions were 25.6 on average, compared to
average 25.2 at closing.
The Davis Park's portfolio consists of 237 obligors, and the
largest 10 obligors represent 8.5% of the portfolio. Milford Park
has 236 obligors, with the largest 10 obligors comprising 9.8% of
the portfolio. Unity-Peace Park has 236 obligors, with the largest
10 obligors comprising 8.8% of the portfolio. There were no
reported defaults in the portfolios. Exposure to issuers with a
Negative Outlook and Fitch's watchlist is 16.2% and 3.3%,
respectively, for Davis Park and Milford Park, 18.3% and 3.4%,
respectively, for Unity-Peace Park.
First lien loans, cash and eligible investments comprise 94.6% of
the portfolios on average as of the latest trustee reports. Fixed
rate assets are averaged at 3.3% of the portfolio.
All coverage tests, collateral quality tests (CQTs), and
concentration limitations are in compliance for both transactions.
Cash Flow Analysis
Fitch conducted updated cash flow analyses based on newly run Fitch
Stressed Portfolio (FSP) since all three transactions are still in
their reinvestment periods. The rating actions for all classes of
notes are in line with their model-implied ratings (MIRs), as
defined in the CLOs and Corporate CDOs Rating Criteria.
The FSP analysis stressed the current portfolios from the latest
trustee reports to account for permissible concentration and CQT
limits. The FSP analysis assumed weighted average life of 7.4 years
for Davis Park and Milford Park, and 7.3 years for Unity-Peace
Park. Weighted average spread was stressed to the covenant minimum
level of 3.30% for Davis Park, 3.20% for both Milford Park and
Unity-Peace Park. Non-senior secured assets were stressed to
9.0%,7.5% and 4.0% for Davis Park, Milford Park and Unity-Peace
Park, respectively. Other FSP assumptions include 5.0% fixed rate
assets and 7.5% CCC assets.
The Stable Outlooks reflect Fitch's expectation that the notes have
sufficient level of credit protection to withstand potential
deterioration in the credit quality of the portfolios in stress
scenarios commensurate with each class' rating.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Downgrades may occur if realized and projected losses of the
portfolio are higher than what was assumed at closing and the
notes' credit enhancement do not compensate for the higher loss
expectation than initially assumed.
- A 25% increase of the mean default rate across all ratings, along
with a 25% decrease of the recovery rate at all rating levels for
the current portfolio, would lead to no rating impact for the class
A-1 notes in Unity-Peace Park, and up to two rating notch
downgrades for the other classes in all transactions, based on the
MIRs.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Except for the tranches already at the highest 'AAAsf' rating,
upgrades may occur in the event of better-than-expected portfolio
credit quality and transaction performance.
- A 25% reduction of the mean default rate across all ratings,
along with a 25% increase of the recovery rate at all rating levels
for the current portfolio, would lead to upgrades of up to five
rating notches, based on the MIRs.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognized statistical rating organizations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
MULCH AND STONE: Sale of 2015 Ford F-550 to Hanigan for $42K Okayed
-------------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland authorized Mulch and Stone, LLC's sale of interest in
2015 Ford F-550, subject to any liens or encumbrances, to Justin
Hanigan for $42,000.
The Debtor and the Buyer are authorized to execute such documents
as may be necessary to effectuate the sale.
About Mulch and Stone
Mulch and Stone, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No.
23-11088)
on Feb. 20, 2023, with as much as $1 million in both assets and
liabilities. Frost & Associates, LLC serves as the Debtor's
counsel.
MURRAY ENERGY: Administrator's Bid for Interlocutory Appeal Denied
------------------------------------------------------------------
Judge Edmund A. Sargus, Jr., of the U.S. District Court for the
Southern District of Ohio denies the motions for leave to file
interlocutory appeals filed by Plan Administrator and the request
to cross appeal filed by GMS Mine Repair & Maintenance, Inc. and
Pioneer Conveyor, LLC.
The Appellees/Claimants Anderson Excavating, LLC, GMS Mine Repair &
Maintenance, Inc. and Pioneer Conveyor, LLC, and Wayne's Water 'N'
Wells, Inc., among others, contracted with and supplied services to
Murray Energy Holdings Company and its affiliates.
Murray Energy Holdings Company and ninety-eight affiliates each
filed a voluntary Chapter 11 petition, that were consolidated
before Chief Judge John E. Hoffman in In re: Murray Energy
Holdings, Co., et al., Chapter 11, Case No. 19-56885 (S.D. Ohio).
Drivetrain, LLC is the trustee and plan administrator for the
Murray Energy Wind-Down Trust.
The Claimants filed notices of liens under West Virginia Code
Section 38-2-31 that purport to encumber the property improved and
all real estate and personal property owned by the Debtors with
whom the Claimants contracted to perform work or labor. The
Claimants also filed proofs of claims based on those
mechanic's/laborer's liens.
On June 23, 2020, the Debtors filed an objection to certain
mechanic's liens, requesting that the Bankruptcy Court reclassify
the Section 31 Claims as general unsecured claims and moved for
summary judgment. In the Rule 31 Order, the Bankruptcy Court held:
"Partial summary judgment is GRANTED in favor of Claimants as to
[the Plan Administrator] Drivetrain's request for a ruling
invalidating the Claimants' liens based on their purported
ineligibility to file under W.Va. Section 38-2-31. The Claimants
are eligible to file liens under W.Va. Code Section 38-2-31."
Judge Sargus finds that: "Chief Judge Hoffman considers the Plan
Administrator's arguments related to West Virginia mechanic's lien
law, Code Section 38-2-31, which governs the disposition of this
issue and the case law interpreting the statute. The Bankruptcy
Court's analysis of this statute and the case law, upon which
Plaintiff relies, the 1906 Fourth Circuit case of Wetzel and the
1917 West Virginia case of Kimball, shows the correctness of the
decision." Judge Sargus further finds that "nothing in the record.
. . suggests that the grant of an interlocutory appeal would
materially advance the resolution of this case." As such, Judge
Sargus concludes that this case does not present the exceptional
circumstances in which it would be appropriate to hear the appeal
of an interlocutory order.
The Bankruptcy Court also denied the Plan Administrator's request
for summary judgment regarding the date a mechanic's lien attaches
under West Virginia Code Section 38-2-17. The Bankruptcy Court
held: "Here there is a genuine dispute as to a material fact --
whether the equipment Consolidated supplied to the Debtors was
continually provided such that the materials it provided after July
2018 were directly connected and are all part of the same project
as materials Consolidated provided before July 2018. . . Because
there are genuine issues of material fact about when the electrical
equipment Consolidated provided began to be furnished, the Motion
is DENIED."
Judge Sargus disagrees with the Plan Administrator's contention
that the Bankruptcy Court erred in holding that the amendment to
Section 17 did not necessitate a different conclusion— that a
materialman's lien attaches as of the date materials 'giving rise
to such lien' (i.e., for which payment is owed) were 'begun to be
furnished.'"
Judge Sargus determines that "Chief Judge Hoffman analyzed the West
Virginia statute, considered its interpretation by the West
Virginia Supreme Court in Carolina Lumber Company v. Cunningham,
192 S.E.2d 722 (1972) and Richards v Harman, 617 S.E.2d 556, 561
(2005), and rendered a decision consistent with those principles.
The Plan Administrator's disagreement with the decision is not
sufficient to show a ground for a difference of opinion respecting
the correctness of the Bankruptcy Court's opinion." Accordingly,
Judge Sargus concludes that this case does not present the
exceptional circumstances of which it would be appropriate to hear
the appeal of an interlocutory order of the Bankruptcy Court.
GMS Mine Repair & Maintenance, Inc. and Pioneer Conveyor, LLC, one
of the Claimants, has cross appealed, asking the Court to allow it
to appeal if it grants the Plan Administrator's requests to appeal
(Case No. 2:22-cv-2177.) Because the Cross Appeal request is wholly
contingent upon the Court granting the Plan Administrator's request
for interlocutory appeal, the Court necessarily declines to review
Claimants request to cross appeal.
The appealed case is captioned as PLAN ADMINISTRATOR, Appellant, v.
ANDERSON EXCAVATING, LLC et al., Appellees. PLAN ADMINISTRATOR,
Appellant, v. CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC. et al.,
Appellees. GMS MINE REPAIR & MAINTENANCE INC., et al., Appellants,
v. DRIVETRAIN, LLC et al., Appellees, Case Nos. 2:22-cv-2032,
2:22-cv-2033, 2:22-cv-2177, (S.D. Ohio).
A full-text copy of the Opinion and Order dated March 27, 2023, is
available https://tinyurl.com/yxtj84np from Leagle.com.
About Murray Energy
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high-quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on
Oct. 29, 2019. At the time of the filing, the Debtors disclosed
assets of between $1 billion and $10 billion and liabilities of the
same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
The U.S. Trustee for Region 9 appointed creditors to serve on the
official committee of unsecured creditors on Nov. 7, 2019. The
committee tapped Morrison & Foerster LLP as legal counsel;
AlixPartners, LLP as financial advisor; and Vorys, Sater, Seymour
and Pease LLP as local counsel.
MURRAY ENERGY: Move to Dismiss Holland Suit Denied
--------------------------------------------------
Judge Timothy J. Kelly of the U.S. District Court for the District
of Columbia denies the motions to dismiss filed by the Defendants
in the case captioned as MICHAEL B. HOLLAND et al., Plaintiffs, v.
BRENDA LOU MURRAY et al., Defendants, Civil Action No. 21-567
(TJK), (D.D.C.).
The Plaintiffs are allegedly the trustees of the United Mine
Workers of America 1974 Pension Trust, a pension plan that provides
retirement benefits to tens of thousands of retired coal miners and
their surviving spouses. The plan is a multiemployer,
employee-pension-benefit plan under the Employment Retirement
Income Security Act of 1974 and the Multiemployer Pension Plan
Amendments Act. The United Mine Workers of America and Bituminous
Coal Operators' Association, Inc. established the plan.
Murray Holdings and many of its affiliates recently filed for
Chapter 11 bankruptcy. In those proceedings, Murray Energy withdrew
from the plan after rejecting its collective-bargaining agreement
with UMWA. The Plaintiffs say that withdrawal triggered liability
under ERISA and the MPPAA.
Consequently, the Plaintiffs sued the Defendants on the theory that
ERISA imposes withdrawal "liability not only on the employer who is
signatory to the collective-bargaining agreement requiring
contributions, but upon its entire multi-entity corporate group,
all trades and businesses which are members of the signatory
employer's `controlled group' under ERISA." The Plaintiffs claim
that the Defendants are part of a controlled group with Murray
Energy, a group they call the "Murray Controlled Group." They ask
the Court to render judgment declaring that the Defendants, as part
of the Murray Controlled Group, are "a single employer" under ERISA
and the MPPAA and so are jointly and severally liable for Murray
Energy's withdrawal. Accordingly, they also seek to recover more
than $6.5 billion and demand a "lump sum" payment in that amount.
The Defendants have separately moved to dismiss on various
jurisdictional and merits grounds. The Defendants' first argument
relies on the Bipartisan American Miners Act of 2019. They seize on
this statute to argue that the plan has no concrete interest in
their alleged $6.5 billion withdrawal liability. Once "Congress
stepped in and agreed to fully fund the Plan," they say, "the Plan
ceased to be injured in a constitutional, Article III sense"
because the plan will have sufficient funds to pay out all benefits
regardless of the outcome of litigation.
The Court finds, however, that the relief Plaintiffs seek is not
fungible with what BAMA provides. The Plaintiffs ask for a "lump
sum of $6.5 billion," while BAMA contemplates a series of annual
payments in an amount no more than necessary to satisfy the plan's
obligations in a given year. Because the plan here has alleged a
traditional concrete injury that is unremedied by BAMA, the Court
finds that the Plaintiffs have alleged an injury-in-fact.
Still, the Defendants say that the Plaintiffs' injury is not fairly
traceable to them. First, they say that, in the underlying
bankruptcy proceeding, "Plaintiffs intentionally caused the
withdrawal liability so that Plaintiffs could pursue claims against
the Estate." Second, they think similar actions by third parties
are superseding causes of Plaintiffs' injuries.
The Court finds both theories wrong. The Court points out that "the
relationship between the statutory liability and the plan's injury
is straightforward here -- ERISA and the MPPAA allegedly impose
$6.5 billion in liability on the Defendants and entitle the
Plaintiffs to that amount. Thus, the statutory obligation and the
alleged injury – the Defendants' failure to pay their alleged
obligation -- are not just "linked". . . they are coterminous. . .
Plaintiffs have adequately alleged that their injury is traceable
to Defendants."
The Court points out to the bankruptcy proceedings, "where an
entity which Plaintiffs call 'Murray Energy' allegedly withdrew
from the plan, 'triggering withdrawal liability that the bankruptcy
estate could not satisfy in full.' Then Defendants were allegedly
liable for the outstanding withdrawal liability as they were
allegedly part of Murray Controlled Group. The Defendants, the
Plaintiffs allege, 'do not intend to pay the withdrawal liability.'
In other words, the Defendants are causing injury to the plan --
and by extension Plaintiffs -- by failing to pay their withdrawal
liability."
A full-text copy of the MEMORANDUM OPINION AND ORDER dated March
27, 2023, is available https://tinyurl.com/3k7s3xwd from
Leagle.com.
About Murray Energy
Headquartered in St. Clairsville, Ohio, Murray Energy --
http://murrayenergycorp.com/-- is the largest privately owned coal
company in the United States, producing approximately 76 million
tons of high-quality bituminous coal each year, and employing
nearly 7,000 people in the United States, Colombia and South
America.
Murray Energy now operates 15 active mines in five regions in the
United States, plus two mines in Colombia, South America. It
operates 12 underground longwall mining systems, 42 continuous
mining units, 10 transloading facilities, and five mining equipment
factory and fabrication facilities.
Murray Energy and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 19-56885) on
Oct. 29, 2019.
At the time of the filing, the Debtors were estimated to have
assets of between $1 billion and $10 billion and liabilities of the
same range.
The cases have been assigned to Judge John E. Hoffman Jr.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Dinsmore & Shohl
LLP as local counsel; Evercore Group L.L.C. as investment banker;
Alvarez and Marsal L.L.C. as financial advisor; and Prime Clerk LLC
as notice and claims agent.
NANI WALE O'PUAKO: Cancels Hearing on Disclosures After Stay Relief
-------------------------------------------------------------------
Nani Wale O'Puako LLC, Nani Wale O' Laika LLC, Nani Wale
O'Anaeho'omalu LLC and Nani Wale O'Anahulu LLC are withdrawing
their motion for an order approving the Disclosure Statement for
the Plan of Reorganization dated March 3, 2023, and Balloting
Procedures and Scheduling Deadlines filed on March 2, 2023, and
scheduled for hearing on April 10, 2023, and request that said
Motion be removed from the Court's calendar.
The motion was withdrawn after Superior Investments XIX, Inc., won
an order lifting the automatic stay with respect to the Debtor's
mortgaged property.
The Debtor's property was appraised by Medusky and Co., Inc., on
March 14, 2023, at $19,600,000. Superior says the Appraisal
represents further evidence that Debtors have no equity in the
Mortgaged Property and cannot provide adequate protection to
Superior.
"The plan of reorganization submitted by Debtors on March 2, 2023
[Dkt 113 and 113-1] ("Plan") should be disregarded because it
relies on the wildly optimistic valuation of Debtors averaging
approximately $53 Million -- nearly 300% more than the Medusky
Appraisal -- all of which assume full development of the Mortgaged
Property. The Plan also fails to address the multiple levels of
permitting requirements noted by the Medusky Appraisal, the
archeological features covering a significant portion of the
Mortgaged Property, or the lack of utilities. The "toggle" and
"switch" plan also fail to take into account that the Mortgaged
Property is not desirable, and potentially unusable for its highest
and best use, as separate parcels, as found by the Medusky
Appraisal," Superior said in court filings.
"The Plan submitted by Debtors is not a reorganization at all -- it
is merely continued real estate development speculation. The Plan
confirms Debtors have only one asset; that Superior's lien is the
principal lien encumbering that asset; that Debtors have no
employees except for the principals; that there is little or no
cash flow, and no available sources of income to sustain a plan of
reorganization or to make adequate protection payments; there are
few, if any, unsecured creditors whose
claims are relatively small; and bankruptcy offers the only
possibility of forestalling loss of the property – all of which
were argued in the Motion as factors supporting a finding the
Voluntary Petitions were not filed in good faith."
Reorganization Plan
Nani Wale O' Puako, LLC and its Affiliates filed with the U.S.
Bankruptcy Court for the District of Hawaii a Disclosure Statement
for Chapter 11 Plan of Reorganization dated March 2, 2023.
In or about 2016, Mr. Paul Allen was the owner of all 4 parcels,
TMK No. 7-1-004, TMK No. 7-1-3005, TMK No. 7-1-3006, TMK No.
7-1-3-011. Mr. Brian Anderson began negotiations with Mr. Allen to
purchase all 4 parcels.
The Plan provides that the Reorganized Debtors will retain
ownership of the 4 parcels. The Reorganized Debtors' management
will be Mr. Brian Anderson. Mr. Anderson's work on real property
developments on the Big Island and his real property development
experience will provide the management necessary to effect a sale
of the 4 parcels.
Even this pre-petition appraisal shows a differential of $8 million
between "as is" (without permits) fee simple value of $15,040,000
and a fully permitted and entitled value of $23,300,000. The
present zoning of a single residence of up to 5,000 square feet,
which fully permitted sale would yield substantially more than the
"as is" unpermitted property.
As each of the 4 parcels are sold, the Class 2 secured creditor
would receive the net sales proceeds, after the payment of certain
permitting costs and expenses, including sales commissions and the
payment of the Class 3 secured real property taxes. If the Plan is
not confirmed, the Debtors would toggle or switch to the sales
procedure described in Appendix I and sell the assets by auction.
The Class 5 and 6 are to be paid pro rata so that the Class 5 and
Class 6 creditors receive the same percentage of the net sales
proceeds, after the payment of real property taxes, from the
surplus proceeds, after the payment of the Class 2 payments are
made in full, including costs and expenses. The Class 3 claim will
be paid over 5 years, from the net sales proceeds or sooner, as
sales occur and the Class 3 claims are paid.
The Debtors estimate that there is approximately $219,130.68 in
valid Priority and General Unsecured Claims, as of March 1, 2023.
The claims bar date is April 19, 2023. The holder of an Allowed
General Unsecured Claims shall receive on account of its Allowed
General Unsecured Claim in full and complete satisfaction,
discharge and release thereof: 100% of their Allowed Claim with
post-petition interest at 3% simple interest per annum, paid in
full within 5 years of the Effective Date, or earlier if sales
proceeds allow. Class 5 is impaired.
Class 6 consists of Deficiency Claim of Class 2 Undersecured
Secured Creditor. Superior has filed a secured claim in the amount
of $26,886,844.19. The Debtors will file a Motion to Value or agree
to a compromised amount as a Superior claim bifurcated into a Class
2 secured claim and a Class 6 undersecured secured claim in the
amount to be determined by the Court, as the difference between the
claimed amount of $26,886,844.19 and the value of the property as
determined by the Court, or $6,886,844 as a Class 6 undersecured
secured claim, unless the parties agree on the value of the
bifurcated claim.
The difference between the claimed secured amount of $26,886,844.19
and the Court determined value of the properties, which may be
$20,400,000. The Debtors estimate Superior's Class 6 undersecured
secured claim at $6,486,844 to be paid as per the Class 5 general
unsecured claim. The holder of the Class 6 claim is impaired Class
and has the right to vote to accept or reject the Plan.
Class 7 consists of Equity Interests. The holder of an Allowed
Equity Interest in the Debtors will retain the same percentage of
equity interests in the Reorganized Debtors as the Class 7
pre-petition equity interest held in the Debtors. Even though Class
7 is not impaired, and the holders of the Allowed Equity Interests
in the Debtors are deemed to reject the Plan as this Class 7 even
though the Class 7 claimants will receive an equity distribution
under the Plan in the Reorganized Debtor.
A full-text copy of the Disclosure Statement dated March 2, 2023 is
available at https://bit.ly/3JdlR3P from PacerMonitor.com at no
charge.
Attorneys for Debtors:
O'CONNOR PLAYDON GUBEN & INOUYE LLP
A LIMITED LIABILITY LAW PARTNERSHIP
Jerrold K. Guben, Esq.
Rachel A. Zelman, Esq.
Pacific Guardian Center
Mauka Tower, Suite 2340
737 Bishop Street
Honolulu, Hawaii 96813
Telephone: (808) 524-8350
Facsimile: (808) 531-8628
Email: JKG@opgilaw.com
RAZ@opgilaw.com
About Nani Wale O' Puako
Nani Wale O' Puako LLC and its affiliates are single asset real
estates as defined in 11 U.S.C. Sec. 101(51B).
Nani Wale O' Puako, Nani Wale O' Laika LLC, Nani Wale O' Anahulu
LLC, and Nani Wale O' 'Anaeho' Omalu LLC each filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii
Lead Case No. 22-00899) on Dec. 14, 2022. In the petition filed by
managing member, Brian A. Anderson, Nani Wale O' Puako reported $1
million to $10 million in both assets and liabilities.
Judge Robert J. Faris oversees the cases.
The Debtors are represented by Jerrold K. Guben, Esq., at O'Connor
Playdon & Guben.
NATIVE ENGINEERS: Amends Several Secured Claims Pay Details
-----------------------------------------------------------
Native Engineers, LLC, submitted a First Amended Plan of
Reorganization under Subchapter V dated April 6, 2023.
The Debtor has formulated a plan of reorganization. The Debtor
proposes to apply is projected disposable income over a five-year
commitment period as well as distribute the Net Proceeds of certain
Causes of Action.
The Debtor has few tangible assets. The Debtor's assets are
primarily intangible. The Debtor has an interest in Native-Stanton
JV through which it obtains many independent cost estimate and
architectural and engineering contracts. The Debtor's other assets
are effectively goodwill, consisting of its relationships with,
among others, the GSA and CPRA.
The Debtor's property includes potential Causes of Action that, if
prosecuted or settled by the Debtor could result in a recovery for
the Estate. During the Case, the Debtor has not endeavored to
investigate the existence or merits of every potential Cause of
Action it may possess. The Debtor believes it may have Causes of
Action against Sauer, PPCI and Columbus AFB. The value of any
Causes of Action are "unknown" because litigation is highly
speculative and risky.
Prior to the Petition Date, the Debtor had four loans and lines of
credit with B1BANK, one of which was a loan under the Main Street
Lending Program. These loans and lines of credit were incurred to
finance the Debtor's construction and professional services.
B1BANK's Claim is Secured, in part, by a Lien on the Debtor's
accounts and general intangibles. On the Petition Date, the Debtor
had some $295,000 on deposit at Gulf Coast Bank. These funds have
since been moved to a debtor-in-possession account at Regions Bank.
The aggregate amount owed to B1BANK is approximately $1.4 million.
Class 1 consists of the B1BANK Secured Claim. Except to the extent
that B1BANK agrees to less favorable treatment of its Allowed
Secured Claim, in full and final satisfaction, settlement, release,
and discharge of and in exchange for its Allowed Secured Claim,
B1BANK shall receive: Reorganized Debtor's projected disposable
income during the Commitment Period; A $50,000 Cash payment on the
Effective Date, a $25,000 Cash Payment on September 30, 2023, and a
$25,000 Cash payment on December 31, 2023; and Cash in accordance
in with the Waterfall Recovery.
Class 2 consists of the SBA's Secured Claim. To the extent the SBA
is the Holder of Secured Claim, in full and final satisfaction,
settlement, release, and discharge of and in exchange for its
Allowed Secured Claim, the SBA shall receive Cash in accordance
with the Waterfall Recovery. The SBA is a creditor secured by a
filed UCC-1 in the personal property of the Debtor. As of the
Petition Date, the personal property of the Debtor includes
interest in Causes of Action. To the extent that SBA's aggregate
Claim is greater than the Debtor's interest in the personal
property, such deficiency Claim will be treated as a Class 5
General Unsecured Claim with the value of such personal property
determined at Confirmation.
Class 3 consists of the USSI Secured Claim. To the extent USSI is
the Holder of Secured Claim, in full and final satisfaction,
settlement, release, and discharge of and in exchange for its
Allowed Secured Claim, USSI shall receive Cash in accordance with
the Waterfall Recovery. USSI is a Creditor Secured by a filed UCC 1
in the personal property of the Debtor. As of the Petition Date,
the personal property of the Debtor includes Causes of Action. To
the extent that USSI's aggregate Claim is greater than the Debtor's
interest in the personal property, such deficiency Claim will be
treated as a Class 6 General Unsecured Claim with the value of such
personal property determined at Confirmation. To the extent that
USSI pays Sauer from the Ft. Polk Bonds, under § 509(a) of the
Bankruptcy Code, such Claim will be treated in accordance with
Class 5 as a General Unsecured Claim.
Class 4 consists of Gray's Secured Claim. To the extent Gray is the
Holder of Secured Claim, in full and final satisfaction,
settlement, release, and discharge of and in exchange for its
Allowed Secured Claim, Gray shall receive Cash in accordance with
the Waterfall Recovery. Gray may be a Creditor Secured by a filed
UCC-1 in the personal property of the Debtor, should it be
determined that the filing is timely and its collateral description
is effective. As of the Petition Date, the personal property of the
Debtor includes Causes of Action. To the extent that Gray's
aggregate Claim is greater than the Debtor's interest in the
personal property, such deficiency Claim will be treated as a Class
5 General Unsecured Claim with the value of such personal property
determined at confirmation. To the extent that Gray pays Sauer from
the Ft. Polk Bonds, under § 509(a) of the Bankruptcy Code, such
Claim will be treated in accordance with Class 5 as a General
Unsecured Claim.
Like in the prior iteration of the Plan, except to the extent that
any Holder of an Allowed General Unsecured Claim agrees to less
favorable treatment of its Allowed Claim, in full and final
satisfaction, settlement, release, and discharge of and in exchange
for its Allowed Claim, each Holder shall receive Cash in accordance
with the Waterfall Recovery.
The Debtor's projected disposable income will be paid to B1BANK
during the Commitment Period. The Debtor projects that its average
projected annual disposable income will be $36,770. The Debtor
projects that B1BANK shall receive total payments from projected
disposable income of $183,851 during the Commitment Period.
The Debtor must apply all or such portion of its projected
disposable income as is necessary for the execution of the Plan.
A full-text copy of the First Amended Plan dated April 6, 2023 is
available at https://bit.ly/402estg from PacerMonitor.com at no
charge.
Attorneys for Native Engineers:
Ryan J. Richmond, Esq.
Ashley M. Caruso, Esq.
Sternberg, Naccari & White, LLC
935 Gravier St #2020
New Orleans, LA 70112
Phone: +1 504-324-2141/225-572-2819
Email: ryan@snw.law
ashley@snw.law
About Native Engineers
Native Engineers, LLC -- https://nativeengineers.com/-- provides
engineering, construction management, and program management
services. The company is based in Mandeville, La.
Native Engineers filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No.
22-11316) on Oct. 28, 2022, with $1 million to $10 million in both
assets and liabilities. Greta M. Brouphy has been appointed as
Subchapter V trustee.
Judge Meredith S. Grabill oversees the case.
The Debtor is represented by Ryan James Richmond, Esq., at
Sternberg, Naccari & White, LLC.
NEPHROS INC: Expects Q1 Net Revenue of $3.7 Million
---------------------------------------------------
Nephros, Inc. announced preliminary revenue results for the quarter
ended March 31, 2023.
Nephros expects net revenue for the quarter ended March 31, 2023 to
be approximately $3.7 million, a 69% increase from the quarter
ended March 31, 2022.
"We are very pleased with first-quarter revenue, which we believe
reflects the impact of recent investments in our field sales
organization," said Andy Astor, president and chief executive
officer of Nephros. "It is noteworthy that while this quarter's
revenue was enhanced by an unusually large emergency response
order, our base revenue is expected to exceed $3.0 million,
representing an approximate 40% increase over last year."
Mr. Astor continued, "We are also pleased to report that we expect
cash flows from water filtration operations to be at least
break-even for the first quarter, and we believe the strength of
our business remains on track for generating consistent positive
cash flows by the middle of 2023."
Nephros ended the first quarter with approximately $3.8 million in
cash on a consolidated basis, compared with $3.6 million as of Dec.
31, 2022.
The Company will announce its first quarter results on Wednesday,
May 10, 2023, after market close and host a conference call that
same day at 4:30 p.m. ET.
About Nephros
South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com --
provides innovative water filtration products and services, along
with water-quality education, as part of an integrated approach to
water safety.
Nephros Inc. reported a net loss of $7.11 million for the year
ended Dec. 31, 2022, a net loss of $3.87 million for the year ended
Dec. 31, 2021, a net loss of $4.53 million for the year ended Dec.
31, 2020, a net loss of $3.18 million for the year ended Dec. 31,
2019, and a net loss of $3.32 million for the year ended Dec. 31,
2018. As of Dec. 31, 2022, the Company had $11 million in total
assets, $2.12 million in total liabilities, and $8.88 million in
total stockholders' equity.
NORMAN'S INVESTMENTS: Unsecureds Owed $65K to Get Full Payment
--------------------------------------------------------------
Norman's Investments Services, LLC, submitted a Plan of
Reorganization and a Disclosure Statement.
The source of funds for the payments pursuant to the Plan is the
lease of Debtor's real property, including the payments arising
from Muhammad Mosque No. 15 Inc's occupancy of the Premises. The
Debtor anticipates Graham Family Type Home will commence regular
monthly rent payments prior to the Effective Date or Debtor will
lease the space to another tenant prior to the Effective Date
generating sufficient income to fund the Plan.
Class 5 shall consist of the General Unsecured Claims. Debtor shall
pay the General Unsecured Creditors in full on or before the 28th
day of the 18th month following the Effective Date. Debtor
scheduled the following general unsecured claims: (a) Charmaine
King in the amount of $65,000; (b) Graham Family Type Home in the
amount of $213,583; and (c) Patriot Fire Protection, Inc. in the
amount of $400. Graham Family Type Home is classified as the
holder of a Class 7 Claim and is not a holder of a Class 5 Claim.
Class 5 is impaired.
Class 7 consists of the unsecured claim of Graham Family Type Home.
The Debtor shall pay the Class 7 Claim of Graham Family Type Home
in the amount of $213,583 on or before the Class 4 Maturity Date.
Class 7 is impaired.
After the Confirmation Date, the Debtor is authorized to sell or
refinance its assets free and clear of liens, claims and
encumbrances as set forth herein (the "Sale Procedures"). In the
event the applicable assets are subject to secured claims, Debtor
is authorized to sell or refinance such property for any amount (a
release amount) that is at least equal to the outstanding amount of
Allowed Secured Claims securing such property "Release Amount." The
Release Amount, after payment of customary closing costs including
broker fees and other items customarily attributed to the seller
(in a sale) and borrower (in a refinancing), shall be paid at
closing as follows: (i) first to cover any ad valorem property
taxes associated with the Real Property and (ii) then secured
claims in order of priority, to the extent of available proceeds.
Any net proceeds from any such sale available after closing shall
be paid to fund Debtor's other obligations as set forth in the
Plan. The Bankruptcy Court shall retain jurisdiction to reopen the
Bankruptcy Case, if applicable, and resolve any disputes regarding
the Sale Procedures herein.
Attorneys for the Debtor:
Leslie M. Pineyro, Esq.
JONES & WALDEN LLC
699 Piedmont Avenue, NE
Atlanta, GA 30308
Tel: (404) 564-9300
A copy of the Disclosure Statement dated March 31, 2023, is
available at https://bit.ly/3Kqv1dX from PacerMonitor.com.
About Norman's Investments Services
Norman's Investments Services, LLC, sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-10010) on Jan. 2, 2023, with up to $1 million in both assets and
liabilities. Leon S. Jones, Esq., at Jones & Walden, LLC
represents the Debtor.
NORTH JAX: Seeks to Hire Leyton USA as Tax Credit Consultant
------------------------------------------------------------
North Jax Concrete and Construction, LLC seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
tax credit consultant Derek Denard of Leyton USA, Inc. to research
and pursue employee retention credits it may be entitled to.
Mr. Denard has agreed to assist the Debtor in obtaining the
employee retention credit to which it is entitled for 12.5% of the
gross credit amount or $9,031.89.
Leyton is requiring that the Debtor pay $2,257.97 within 60 days of
the invoice to be provided in the next several days, $2257.97
within 120 days of the invoice date, and the remaining balance of
$4,515.95 on the earlier of within five days upon receipt of the
credit or one year from the invoice date.
Mr. Denard disclosed in a court filing that his firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
Mr. Denard can be reached at:
Derek Denard
Leyton USA, Inc.
2 Avenue de Lafayette, 6th Floor
Boston, MA 02111
Phone: +1 617-765-0676
About North Jax Concrete and Construction
North Jax Concrete and Construction, LLC, a company in
Jacksonville, Fla., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01206) on June 15,
2022. In the petition signed by its managing member, John C. Holton
III, the Debtor listed $1 million to $10 million in both assets and
liabilities.
Judge Jacob A. Brown oversees the case.
The Debtor tapped Byron Wright, III, Esq., and Robert C. Bruner,
Esq., at Bruner Wright P.A. as bankruptcy attorneys; Georgia Evans
of Professional Management Systems, Inc. as accountant; and Derek
Denard of Leyton USA, Inc. as tax credit consultant.
OBSTETRIC & GYNECOLOGIC: Chapter 11 Case Dismissed by Judge
-----------------------------------------------------------
Clark Kauffman of Iowa Capital Dispatch reports that a federal
judge has blocked an eastern Iowa medical clinic's efforts to
declare bankruptcy in the wake of a record-setting $75 million
malpractice judgment.
U.S. Bankruptcy Judge Anita L. Shodeen has dismissed the bankruptcy
case filed late last 2022 by Obstetric and Gynecologic Associates
of Iowa City and Coralville, ruling there is evidence the filing
was intended to shield the clinic's insurer from a $12 million
policy payout.
In March 2022, a Johnson County jury awarded more than $97.4
million to the family of a boy who sustained serious brain damage
during his birth at an Iowa City hospital. The award, believed to
be the largest medical malpractice judgment in Iowa history, was
later reduced to $75.6 million.
The boy's parents, Kathleen and Andrew Kromphardt, had sued
Obstetric and Gynecologic Associates of Iowa City and Coralville as
defendants, along with Dr. Jill Goodman, one of the directors of
the clinic.
The Kromphardts contended their son's brain damage was caused by
medical workers' failure to properly respond to signs the baby was
deprived of oxygen in the hours leading up to his birth in August
2018.
The boy, now 4, is unable to walk by himself and is largely unable
to speak. At trial, the family's lawyer argued the child will
likely need 24-hour care for the rest of his life.
Last October 2022, with the Kromphardts attempting to collect the
$75.6 million award in the case, the clinic filed for bankruptcy.
The Kromphardts' attorneys challenged the bankruptcy filing,
arguing it was filed in bad faith to avoid payment of the award.
Court records indicate that prior to the trial, offers were
extended by the Kromphardts' attorneys to resolve the dispute for
the insurance policy limit of $12 million. However, MMIC apparently
refused to negotiate or make any settlement offer to the
plaintiffs, which was in direct contradiction to the clinic’s
position in the case.
After the verdict, the clinic appealed and requested that a stay be
imposed to halt any collection efforts until the appeal could be
heard. The Iowa Supreme Court denied that request.
At that point, MMIC reportedly refused again to engage in
settlement negotiations, prompting the Kromphardts' attorney to
initiate collection efforts. In October 2022, the sheriff arrived
at the clinic to initiate seizure of the business' assets and the
clinic filed for Chapter 11 bankruptcy to protect its assets and
remain in business.
On Jan. 20, 2023, the conservator in the bankruptcy case filed a
motion with the court, alleging the clinic was acting in bad faith
by filing for bankruptcy, arguing it was a litigation tactic to
avoid payment of a bond that would secure some of the clinic's
assets.
In March 29, 2023 decision dismissing the bankruptcy case, Judge
Shodeen expressed concern over “the relationship” between the
clinic and its insurer, MMIC. The judge suggested the insurance
company may have given the clinic certain financial favors in
return for the clinic filing for bankruptcy as part of an effort to
shield MMIC from having to make a $12 million policy payout.
She noted that MMIC paid fees to the clinic's bankruptcy
professionals and offered the clinic favorable terms on its
insurance coverage when no one else would. In addition, the judge
stated, MMIC had offered to extend credit to the clinic.
"A question arises about whether the bankruptcy was motivated by a
proper purpose or to obtain financial advantages from MMIC in
exchange for filing bankruptcy to attempt to protect it from making
payment under the policy," Shodeen stated in her decision.
The clinic, meanwhile, had supplied "little evidence to establish
its good faith" in the matter, Shodeen added.
On Tuesday, April 4, 2023, the clinic filed an appeal of Shodeen's
decision in the case.
About Obstetric and Gynecologic Associates
Obstetric and Gynecologic Associates of Iowa City and Coralville,
P.C. -- https://www.obgyniowacity.com/ -- provides obstetric and
gynecologic care services of women through Mercy Hospital in
Coralville, Iowa.
Obstetric and Gynecologic Associates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No.
22-01174) on Oct. 31, 2022. In the petition filed by Jill C.
Goodman, as authorized officer, the Debtor listed assets between
$500,000 and $1 million and liabilities between $50 million and
$100 million.
Judge Anita L. Shodeen oversees the case.
The Debtor tapped Levenfeld Pearlstein, LLC and Nyemaster Goode, PC
as legal counsels; and G2 Capital Advisors, LLC as restructuring
advisor. Jeffrey T. Varsalone, managing director at G2 Capital,
serves as the Debtor's chief restructuring officer. Stretto, Inc.
is the claims, noticing and solicitation agent.
PANDA ACQUISITION: Monroe Capital Marks $4.5M Loan at 18% Off
-------------------------------------------------------------
Monroe Capital Corporation has marked its $4,500,000 loan extended
to Panda Acquisition, LLC to market at $3,690,000 82%of the
outstanding amount, as of December 31, 2022, according to a
disclosure contained in the Monroe Capital's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
Monroe Capital is a participant in a Senior Secured Loans to Panda
Acquisition, LLC. The loan accrues interest at a rate of 10.28%
(SF+6.35%) per annum. The loan matures on October 18, 2028.
Monroe Capital Corporation is a Maryland corporation, formed
February 9, 2011, for the purpose of purchasing an initial
portfolio of loans from two funds managed by Monroe Capital,
raising capital in an initial public offering, which was completed
in October 2012, and thereafter operating as an externally managed
business development company under the Investment Company Act of
1940, as amended. MCC is a closed-end, non-diversified investment
company that has elected to be treated as a BDC under the 1940 Act.
In addition, for tax purposes we have elected to be treated as a
regulated investment company (RIC) under the U.S. Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended
December 31, 2012.
PARAMOUNT REAL: Unsecureds to Get Available Reserve
---------------------------------------------------
Paramount Real Estate Holdings, LLC, submitted a Chapter 11 Plan.
Under the Plan, Class 5 consists of all other General Unsecured
Claims.
The Distributable Non-Collateral Cash shall be increased by any net
proceeds from the Retained Causes of Action, after payment of all
expenses of such litigation and available offsets and subject to
the prior payment of Post-Effective Date Expenses, Administrative
Expenses and U.S. Trustee fees and to the creation and funding of
reasonable Reserves.
The Reorganized Debtor shall from time to time establish the
reasonable Reserves for the payment of anticipated Post-Effective
Date Expenses, which may include actual expenses and reasonable
professional fees and court costs incurred in the administration of
the Plan and U.S. Trustee's fees.
Promptly after the sale of the Purchased Assets and subject to the
payment of and reasonable Reserves for Post-Effective Date
Expenses, each holder of a Class 5 Claim shall, to the extent
allowed, receive periodic distributions of any then available
Reserve until paid in full. Thereafter, any remaining Reserve
shall be allocated to the Class 6 Reserve. No payments or Reserves
shall be made for Class 6 Claims unless and until Class 5 Claims
and above have been paid in full. If the Reserve is exhausted
before such Allowed Class 5 Claim is otherwise paid in full, the
Class 5 Claims shall thereupon be extinguished and otherwise
discharged. Subject to unforeseen delays, including any litigation
or appellate delays, the Debtor projects and is targeting a full
distribution of any Reserve on the later of (x) 60 days following
the Effective Date and (y) 30 days following the Allowance of the
Class 5 Claims by Final Order.
All rights of Debtor, the Reorganized Debtor and other parties in
interest to seek statutory or equitable subordination,
recharacterization or other avoidance of Class 5 Claims are hereby
reserved and shall be advanced in conjunction with the objections
to the Plan (in the case of a non-Debtor party) or by the Objection
Deadline (in the case of the Debtor or the Reorganized Debtor).
Class 5 is Impaired and entitled to vote for or against the Plan.
"Reserve" or "Reserves" means any reserves set aside pursuant to
the Plan in order to pay any post-Confirmation Expenses,
Post-Effective Date Expenses, or to fund any Distribution or
payment pursuant to the Plan.
A Refinance of the Assets, shall occur on or before the first day
of the Effective Date pursuant to 11 U.S.C. Sec. 364. Such Loan
Proceeds shall be used to satisfy in full Lender's Allowed Secured
Claim and Debtor or the Reorganized Debtor shall use the Net Usable
Loan Proceeds to renovate its Assets for Sale for a period of not
longer than 18 months (the "Renovation Period").
After the Renovation Period, a Sale or Auction of the Assets,
excluding the Retained Causes of Action and obligations to perform
under the Plan, shall occur. The Auction shall be conducted
pursuant to 11 U.S.C. Secs. 363(b), (c)(2), and (f) and sections
1123(a)(5)(D) and (b)(4), as applicable. In accordance with these
provisions of the Bankruptcy Code, the Sale of the Purchased Assets
shall be free and clear of all claims, liens, encumbrances or other
interests.
Counsel for the Debtor:
Mark A. Castillo, Esq.
Robert C. Rowe, Esq.
CARRINGTON, COLEMAN, SLOMAN & BLUMENTHAL, L.L.P.
901 Main Street, Suite 5500
Dallas, TX 75202
Telephone: 214-855-3000
Facsimile: 214-580-2641
E-mail: markcastillo@ccsb.com
rrowe@ccsb.com
A copy of the Chapter 11 Plan dated March 31, 2023, is available at
https://bit.ly/3KAkQDJ from PacerMonitor.com.
About Paramount Real Estate Holdings
Paramount Real Estate Holdings, LLC is a single asset real estate
as defined in 11 U.S.C. Sec. 101(51B).
Paramount Real Estate Holdings filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
23-40020) on Jan. 2, 2023. In the petition filed by its chief
executive officer, Ryan Cole, the Debtor reported $10 million to
$50 million in both assets and liabilities.
Judge Brenda T. Rhoades oversees the case.
The Debtor is represented by Robert C. Rowe, Esq., at Carrington
Coleman Sloman & Blumenthal, LLP.
PEGGY NESTOR: NY Property Set for Auction on April 26
-----------------------------------------------------
Pursuant to a judgment of foreclosure and sale and decision order
on a motion and an amended judgment of foreclosure and sale, known
by Index No. 860129/2019 and known by the caption Lynx Asset
Services LLC, plaintiff vs. Peggy Nestor, Marianne Nestor, et al.,
defendants, that was issued and executed by Hon. Francis A. Khan
III, dated and entered on Oct. 12, 2022, Mark K. McKew, Esq., the
appointed referee, will conduct a real property mortgage
foreclosure sale of 15 East 3rd Street, New York, New York, at 2:15
p.m. (New York Time) on April 26, 2023, at the top of the front
steps of the NY County Courthouse located at 60 Centre St., New
York, New York.
In order to participate in the foreclosure sale, potential bidders
must appear at the location at the specified time with certified
funds equivalent to at least 10% of any winning bid made payable to
Mark L. McKew, Esq., referee.
Attorney for the plaintiff:
McGrail & Bensinger LLP
Attn: Ilana Volkov, Esq.
Tel: (201) 931-6910
Email: ivolkov@mcgrailbensinger.com
PREMIER CAJUN: Auction Sale of Substantially All Assets on April 26
-------------------------------------------------------------------
Judge D. Sims Crawford of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Premier Cajun Kings, LLC's
bidding procedures in connection with the sale of all or
substantially all of the assets to AIM Associates Capital Group,
LLC, for $4,575,000, subject to adjustments, subject to overbid.
By no later than three calendar days after entry of the Order, the
Debtor will serve or cause to be served the Order, the Bidding
Procedures, and the Sale Notice upon all the Notice Parties.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: April 24, 2023 at 5:00 p.m. (CT)
b. Initial Bid: Purchase Price plus a cash overbid of
$150,000
c. Deposit: 5% of the Purchase Price
d. Auction: If it determines that it received one or more
Qualified Bids by the Bid Deadline, the Debtor will conduct an
auction on April 26, 2023 at 10:00 a.m. (CT), at the offices of
Holland & Knight, LLP, Harbert Tower, 1901 6th Avenue North, Suite
1400, Birmingham, Alabama 35203, or such other time or place as the
Debtor may designate by a notice filed with this Court at least 24
hours before the Auction.
e. Sale Hearing: April 28, 2023 at 10:30 a.m. (CT)
f. Sale Objection Deadline: April 21, 2023 at 4:00 p.m. (CT)
The Debtor will file notice of the identity of the Successful
Bidder and Back-up Bidder, and the amount of their bids, with the
Court by no later than April 27, 2023 at 2:00 p.m. (CT).
Notwithstanding the possible applicability of Bankruptcy Rules
6003, 6004, 7062 or 9014, the terms and conditions of the Order
will be immediately effective and enforceable upon its entry.
The Assumption and Assignment Procedures are approved. The Cure
Amount Objection Deadline is April 21, 2023 at 4:00 p.m. (CT). The
Assumption Objection Deadline is April 21, 2023 at 4:00 p.m. (CT).
The Breakup Fee in the amount of $150,000 is approved.
A portion of the net sale proceeds will be set aside to ensure
payment in full of all fees due to the Bankruptcy Administrator for
the disbursements made through June 30, 2023, so that such funds
are available for payment to the Bankruptcy Administrator when
due.
A copy of the Bidding Procedures is available at
https://tinyurl.com/4evx968m from PacerMonitor.com free of charge.
About Premier Cajun Kings
Premier Cajun Kings, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-00656) on March
14, 2023. In the petition signed by Joginder Sidhu, Personal Rep.
for Estate of deceased sole member Manraj Sidhu, the Debtor
disclosed up to $10 million in assets and up to $50 million in
liabilities.
Judge D. Sims Crawford oversees the case.
The Debtor tapped Holland and Knight, LLP and Cole Schotz PC as
legal counsel and Aurora Management Partners as financial advisor.
PRESSURE BIOSCIENCES: Delays Filing of 2022 Annual Report
---------------------------------------------------------
Pressure Biosciences, Inc. said via Form 12b-25 filed with the
Securities and Exchange Commission it was unable, without
unreasonable effort or expense, to file its Annual Report on Form
10-K for the year ended Dec. 31, 2022 by the March 31, 2023 filing
date applicable to smaller reporting companies due to a delay
experienced by the Company in completing its financial statements
and other disclosures in the Annual Report. As a result, the
Company is still in the process of compiling required information
to complete the Annual Report and its independent registered public
accounting firm requires additional time to complete its review of
the financial statements for the period ended Dec. 31, 2022 to be
incorporated in the Annual Report.
The Company anticipates that it will file the Annual Report no
later than April 17, 2023 (the first business day after the
fifteenth calendar day following the prescribed filing date).
About Pressure Biosciences
South Easton, Mass.-based, Pressure Biosciences Inc. --
http://www.pressurebiosciences.com-- develops and sells
innovative, broadly enabling, high pressure-based platform
technologies and related consumables for the worldwide life
sciences, agriculture, food and beverage, and other key
industries.
Pressure Biosciences reported a net loss of $20.15 million for the
year ended Dec. 31, 2021, compared to a net loss of $16.01 million
for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the
Company had $2.84 million in total assets, $32.61 million in total
liabilities, and a total stockholders' deficit of $29.77 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 4, 2022, citing that the Company has a working capital
deficit, has incurred recurring net losses and negative cash flows
from operations. These conditions raise substantial doubt about
its ability to continue as a going concern.
PWM PROPERTY MGT: Chapter 11 Plan for Chicago Tower Okayed
----------------------------------------------------------
Rick Archer of Law360 reports that a Delaware bankruptcy judge
Tuesday, April 4, 2023, approved a plan to end the
year-and-a-half-old Chapter 11 case of PWM Property Management LLC
with a three-option bankruptcy plan over the objections of PWM's
parent to the plan's treatment of a 50-story Chicago office tower.
About PWM Property Management
PWM Property Management LLC, et al., are primarily engaged in
renting and leasing real estate properties. They own two premium
office buildings, namely 245 Park Avenue in New York City, a
prominent commercial real estate assets in Manhattan's prestigious
Park Avenue office corridor, and 181 West Madison Street in
Chicago, Illinois.
On Oct. 31, 2021, PWM Property Management LLC and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
21-11445). PWM estimated assets and liabilities of $1 billion to
$10 billion as of the bankruptcy filing.
The cases are pending before the Honorable Judge Mary F. Walrath
and are being jointly administered for procedural purposes under
Case No. 21-11445.
The Debtors tapped White & Case LLP as restructuring counsel; Young
Conaway Stargatt & Taylor, LLP as local counsel; and M3 Advisory
Partners, LP, as restructuring advisor. Omni Agent Solutions is the
claims agent.
QUALITY CARE: District Court Affirms Order of Chapter 7 Conversion
------------------------------------------------------------------
In the appealed case captioned as QUALITY CARE DAYCARE AT BUP, LLP,
Appellant, v. U.S. TRUSTEE, et al., Appellees, Civ. No. DLB-22-901,
(D. Md.), Judge Deborah L. Boardman of the U.S. District Court for
the District of Maryland affirms the bankruptcy court's order
converting Debtor Quality Care Daycare at BUP, LLP's Chapter 11
reorganization case to a Chapter 7 liquidation case.
Judge Boardman concludes that "the bankruptcy court did not abuse
its discretion by converting the case to Chapter 7. It made a
choice based on appropriate considerations and the information and
arguments presented to it, and the record supports its finding that
conversion was in the best interest of the estate and its
creditors."
Judge Boardman finds that "Quality Care has waived its arguments in
favor of dismissal. . . Missing from Quality Care's briefing and
argument before the bankruptcy court is any suggestion that
dismissal was the better choice in this case, let alone the only
permissible choice. . . Quality Care never told the bankruptcy
court specifically that conversion was inappropriate. At most, it
intimated that the interests of unidentified creditors might
diverge from Lakeside's interests. Its attempt to recast its prior
arguments is unpersuasive."
Even if Quality Care had not waived the sole issue it raises on
appeal, Judge Boardman concludes that Quality Care would not
prevail on the merits. Judge Boardman points out that "the
bankruptcy court determined that conversion was in the best
interests of the creditors and the estate. Its determination was
based on the findings that Ms. Natalie Tao (either the sole or
majority owner of Quality Care) and Quality Care had filed the case
in bad faith and had engaged in a pattern of similar bad faith
conduct since 2011. It reasoned that a Chapter 7 trustee would be
able to navigate the various issues in the case and "expeditiously
market and then sell the entire property." Dismissal, conversely,
would place the ball back in Ms. Tao's court, a worse outcome for
the estate and its creditors. Moreover, Lakeside -- the only
creditor involved in the proceeding -- did not oppose conversion."
A full-text copy of the Memorandum Opinion dated March 27, 2023, is
available https://tinyurl.com/4w3552a7 from Leagle.com.
About Quality Care Daycare
Quality Care Daycare at BUP, LLP filed a petition for Chapter 11
protection (Bankr. D. Md. Case No. 22-10546) on Feb. 3, 2022,
listing up to $1 million in assets and up to $500,000 in
liabilities.
The Debtor tapped William C. Johnson, Jr., Esq., in Greenbelt, Md.,
to handle its bankruptcy case.
QUALTEK LLC: S&P Lowers LT ICR to 'SD' on Missed Interest Payment
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
QualTek LLC to 'SD' (selective default) from 'CCC+' and its issue
ratings on the company's senior secured term loan to 'D' from
'CCC+'.
QualTek failed to make an interest payment due on March 15, 2023,
on its senior unsecured convertible notes. The company is seeking
forbearance from most of its noteholders.
The downgrade reflects QualTek's missed interest payment due on its
convertible notes and subordination of its existing term loan. The
company failed to make the scheduled interest payment on March 15
on its unsecured convertible notes due in 2027 (not rated). S&P
said, "Given that QualTek is seeking forbearance from most of its
noteholders, we do not expect QualTek will make this payment within
the grace period (prior to April 14, 2023). In addition, following
QualTek's new incremental term loan facility and amendments dated
March 16 on its term loan and asset-backed lending facilities, we
believe the existing term loan will be subordinated to the new
incremental term loan and rollover term loans in the payment
waterfall. Further, we view the new term loan amendment as
distressed. We believe QualTek could not fund its ongoing
operations because of a constrained liquidity position, with
minimal cash on the balance sheet as of September 2022 and negative
cash flow generation from its operations, without lenders agreeing
to pursue the amendments and provide liquidity via the new term
loan."
S&P said, "We plan to reassess our ratings when QualTek completes
its restructuring. Based on company's 8K disclosure, it plans to
conclude the lenders negotiation on or before April 14 with respect
to a transaction support agreement or restructuring support
agreement. We will reassess our ratings on QualTek and its debt
once we have reviewed the new capital structure, cash flow profile,
liquidity position, and business prospects."
QUALTRICS: Fitch Gives 'B+' FirstTime IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
(IDR) of 'B+' to Quartz AcquireCo, LLC (dba Qualtrics). The Rating
Outlook is Stable. Fitch has also assigned a 'BB+'/'RR1' rating to
Qualtrics $200 million secured revolving credit facility (RCF) and
$1.0 billion first-lien secured term loan. The proceeds, along with
cash on balance sheet and equity, will be used for the acquisition
of Qualtrics by Silver Lake Partners and Canada Pension Plan
Investment Board. The acquisition was announced on March 13, 2023.
The ratings are supported by Qualtrics' industry-leading software
solutions for enterprise experience management that incorporates
data acquisition and analytics to provide enterprise customers with
actionable outcomes. The net revenue retention rates of
approximately 120% are reflective of highly recurring revenue base
and supported by the quantifiable value provided to its customers
that translate to improvements in lifetime value of the end
customers.
The ratings are limited by material execution risk as a result of
significant reorientation of the company to shift focus from high
growth to greater emphasis on profitability. The private equity
ownership is likely to prioritize ROE through reinvestments in
growth or shareholder return limiting deleveraging to EBITDA
growth.
KEY RATING DRIVERS
Industry Tailwind Supports Growth: Qualtrics is positioned in the
space of utilizing multi-channel customer engagement data,
analyzing the data, and providing actionable insight for companies
to increase lifetime value of end-customers. The increasing amount
of customer data and analytics capabilities available to companies
are providing the potential for greater insight into the
end-customers. These insights offer quantifiable value to companies
as they could improve customer satisfaction and translate to
greater revenue opportunities. Fitch expects data analytics
utilization to continue to grow as companies seek to use such
insight as competitive advantages.
High Revenue Retention: Nearly 85% of Qualtrics' revenue is
subscription-based with gross retention rates of over 90% and net
retention rate of 120%. The high net retention is reflective of
Qualtrics' land-and-expand product strategy where cross-sell and
up-sell have been successful in driving increased customer
adoption. Qualtrics products provide measurable benefits to its
customers, and Fitch believes retention rates would remain high as
customers build their customer experience management workflow
around Qualtrics products.
Significant Customer Diversification: Qualtrics has a highly
diversified customer base of approximately 19,000 that spans
industry verticals including technology, retail, financial
services, healthcare, education, and government. The diverse
customer base effectively minimizes idiosyncratic risks that are
associated with individual industry verticals and should reduce
revenue volatility for Qualtrics.
Moderate Execution Risk: Along with the plan to be privatized by
Silver Lake and CPP, Qualtrics will undergo the transition from a
high-growth company to a moderate-growth company with greater focus
around profitability. The plan involves significant changes in cost
structure with greater emphasis around operational efficiency.
While Fitch believes the plan is realistic, execution risk exists
and deviation from plan could impact Fitch's rating case for the
company.
Technology Disruption Risk: While Qualtrics' product portfolio
encompasses the entire end-customer experience management, the
increasing maturity of general-purpose generative artificial
intelligence (AI) could pose risk to the company's product
offerings. However, Qualtrics' products are integrated within
customers' operating workflows, and replacing its products with
general-purpose generative AI may involve significant switching
costs. In Fitch's view, AI risk is low for Qualtrics for the
foreseeable future.
Near-Term Depressed FCF: Despite expanding EBITDA margins through
Fitch's forecast period, Qualtrics' FCF is forecasted to be
negative through 2024 as the company has significant near-term
liabilities from deferred cash settled awards related to the
acquisition and long-term incentive payments. As part of the
acquisition funding, Fitch estimates the company has sufficient
cash and cash generation to satisfy its obligations through 2024.
Fitch estimates Qualtrics' Fitch-defined FCF would turn positive in
2025.
Moderate Financial Leverage: Fitch estimates gross leverage to be
near 5x in 2023 and delever to approximately 3x with successful
execution of its operational optimization plans. However, in
addition to the execution risk involved, the private equity
ownership is likely to prioritize growth and ROE, Fitch believes
accelerated debt repayment is unlikely. Fitch expects Qualtrics to
maximize ROE through investments for growth or to optimize capital
structure with financial leverage remaining at moderate levels.
DERIVATION SUMMARY
Qualtrics is a leader in the niche market of software solutions
that provide enterprises with experience management based on data
analytics. Its customers benefit from improved customer
satisfaction, customer support cost, and monetization
opportunities. Overall, customers of Qualtrics products increase
lifetime value of their end-customers. As product implementation
typically involves deep integration within the customers'
workflows, this integration results in a highly sticky customer
base due to the high switching cost.
Qualtrics' recurring revenue represents approximately 85% with
professional services primarily contributing to the remainder.
Gross retention rates have been over 90%, and net retention has
been consistently near 120%. Qualtrics serves approximately 19,000
customers with no meaningful customer concentration.
The Analytics Data Management & Integration Platforms market is
projected to grow in the high-single-digits CAGR. Fitch anticipates
Experience Management segment being a sub-segment within the
broader analytics space to growth at a higher rate. Qualtrics'
strong position within the niche market extends to include data
integration, analytics, and automation, which should enable the
company to maintain growth consistent with the industry.
Fitch believes moderate execution risk exists as Qualtrics
transitions from a high-growth, low-profit operation to a
moderate-growth, normalized-profit operation.
Balancing the favorable operating profile, moderate execution risk,
and moderate financial structure, Fitch believes Qualtrics'
operating and credit profiles are consistent with other 'B+' rated
enterprise software companies.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
- Normalized revenue growth rate in the mid-teens;
- EBITDA margins expanding from low-teens in 2023 to high-20's in
2026;
- Capex intensity 3% of revenue;
- Debt repayment limited to mandatory amortization;
- No acquisitions assumed through 2026;
- Optimization of ROE through investments for growth or capital
structure optimization upon successful implementation of
operational optimization.
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that Qualtrics would be recognized
as a going concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
- A bankruptcy scenario could occur if Qualtrics fails to execute
on its operational optimization as planned in conjunction with
technology changes that significantly disrupts demand for its
products;
- In the event of a bankruptcy reorganization, technology
disruption to demand would materially impact its revenue trajectory
that also results in EBITDA margin compression due to operating
leverage. In this scenario, Fitch assumes that Qualtrics would
continue to execute on its cost reduction plan as part of the
reorganization plan. Qualtrics' GC EBITDA is assumed to be at a
level above the $83 million EBITDA achieved in 2022 and below
estimated EBITDA in 2024;
- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level that should be approaching the
industry norm while incorporating the risks associated with
necessary operational improvements, upon which Fitch bases the
enterprise valuation;
- Fitch assumes an adjusted distress enterprise valuation of $1.75
billion;
- Fitch assumes that Qualtrics will receive a GC recovery multiple
of 7.0x. The estimate considers several factors, including the
highly recurring nature of the revenue, the high customer
retention, the secular growth drivers for the sector, the company's
strong normalized FCF generation and the competitive dynamics. The
EV multiple is supported by:
- The historical bankruptcy case study exit multiples for
technology peer companies ranged from 2.6x to 10.8x;
- Of these companies, only three were in the Software sector: Allen
Systems Group, Inc., Avaya, Inc. and Aspect Software Parent, Inc.,
which received recovery multiples of 8.4x,8.1x and 5.5x,
respectively;
- The highly recurring nature of Qualtrics' revenue and mission
critical nature of the product support the high-end of the range.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch's expectation of EBITDA leverage sustaining below 4.0x;
- (CFO - capex)/debt with equity credit ratio sustaining near 10%;
- Sufficient financial flexibility for company to pursue strategic
actions without significant deviation in credit metrics;
- Organic revenue growth sustaining above the high single digits.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Fitch's expectation of EBITDA leverage sustaining above 5.5x as a
result of weakness in market position or failure to execute on
operational optimization;
- (CFO - capex)/debt with equity credit ratio sustaining below 7%;
- Erosion in revenue retention rates resulting in organic revenue
growth sustaining near or below 0%.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: At closing of the transaction, Qualtrics will
have $500 million on its balance sheet. Fitch forecasts the
liquidity to be adequate to address near-term cash requirements to
address Deferred Cash Settled Awards, Long-Term Incentive Plan
payments, and restructuring expenses through 2024. Fitch forecasts
the company would begin generating positive free cash flow
beginning 2025 as cash obligations decline. In addition to cash on
balance sheet and operational cash generation, Qualtrics also has
an undrawn $200 million RCF to support liquidity.
Debt Structure: The $1,000 million term loan will mature in 2030.
Given the recurring nature of the business and strong normalized
FCF generation capacity, Fitch believes Qualtrics will be able to
make its required debt payments.
ISSUER PROFILE
Qualtrics is an Experience Management company with products that
collect data from multiple sources, analyze the data, recommend
actions, and automate select workflows. Qualtrics' analytics
platform reduces service resolution time and cost, improves
customer satisfaction and increases lifetime value of customers.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery
----------- ------ --------
Quartz AcquireCo,
LLC LT IDR B+ New Rating
senior secured LT BB+ New Rating RR1
QUARTZ ACQUIRECO: S&P Assigns 'B' ICR on Acquisition by Silverlake
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Quartz
AcquireCo LLC. At the same time, S&P also assigned its 'B'
issue-level rating and '3' recovery rating to the credit facility.
The outlook is stable and reflects S&P's view that Qualtrics will
be able to significantly expand margins as the company refocuses on
profitability over rapid growth.
On March 13, 2023, Qualtrics International entered into an
agreement to be acquired by Silver Lake Partners for an enterprise
value of $11.9 billion.
The transaction will be partly funded with a $1.2 billion credit
facility, issued by a new holding entity, Quartz AcquireCo LLC. The
company will continue to do business as Qualtrics.
Qualtrics has historically prioritized rapid growth over
profitability, and will need to grow margins rapidly to service its
new capital structure.
Qualtrics has spent heavily to fund growth through new customer
acquisitions, and has subsequently reported negative free cash flow
and roughly break-even EBITDA for the past four years. The
company's stated plans to refocus on expanding margins and
controlling costs under Silver Lake's ownership will be critical
after the transaction closes in order to service growing interest
expense and fund outflows for prior employee restricted stock unit
(RSU) payments, in S&P's view. S&P said, "Given the firm's
meaningful current scale with revenue of $1.5 billion, 90% gross
margins, and a growing base of large enterprise customers, we think
EBITDA margin targets of 20%-30% are realistically achievable in
the near term, particularly as the company deprioritizes spending
on customer acquisitions. We believe these plans present a
manageable level of execution risk, because of both how they are
structured, as well as the fact that Qualtrics is starting from a
very low base level of profitability. We think the greatest
potential source of execution risk comes from the cessation of
equity compensation—which has been more than $1 billion annually
in recent years. Although gradual vesting of past equity awards and
a weakening tech job market should limit departures, we see
potential challenges if Qualtrics cannot retain its highest
performing employees or is required to significantly raise cash
compensation to do so, impairing margin improvement efforts."
Significant cash outflows from prior RSU awards will consume
substantially all of EBITDA—S&P treats RSU cash outlays as an
operating expense that will burden adjusted EBITDA—over the next
three years, giving the firm limited financial flexibility in S&P's
view in spite of a fairly manageable funded debt balance.
Qualtrics employees are entitled to up to $1 billion of cash
payments over the next four years, based on previously awarded RSU
compensation valued at the $18.50 share price that Silver Lake is
paying for the company. These payments will occur on the prior
vesting schedule of restricted equity over the course of several
years post-close. S&P said, "Excluding these payments, we would
view this transaction as moderately leveraged for a sponsor-led
deal with Qualtrics able to reduce gross adjusted leverage
(excluding the impact of these RSU payments) to about 4x within 24
months of close based on margin expansion and moderating revenue
growth. However, these cash payments will consume substantially all
of the firm's near-term EBITDA in our adjusted calculations because
we treat them an operating expense—and will additionally
constrain the firm's financial flexibility and ability to respond
to a more severe than expected macroeconomic downturn in 2023 or
any other unexpected challenges. Notwithstanding these risks, we
note the RSU payments will be temporary, and as they begin to wind
down, Qualtrics will likely see a rapid improvement in cash
generation and other credit ratios."
S&P expects revenue growth will continue to gradually decelerate
from recent levels but a focus on cross selling and upselling into
the existing customer base should support continued above-industry
expansion.
Qualtrics has benefitted from a long period of rapid early-stage
revenue growth as it pioneered the experience management software
market and has more recently enjoyed a temporary demand boost from
pandemic-related e-commerce marketing spending. S&P said, "While we
still see room for the experience management market to expand over
time, we expect Qualtrics' growth to slow as the company focuses on
expanding its presence (across use cases, seats, and utilization)
in the existing customer base rather than rapidly acquiring new
logos. If Qualtrics continues to increase the average number of
products consumed at major customers while maintaining pricing, it
should be able to continue growing sales under the new model,
albeit at a slower pace. We expect growth in the mid-teens over the
next two years consistent with the company's margin expansion
objectives."
Recurring revenues, good customer and industry diversity, and
strong renewals provide visibility into performance, but S&P sees
some exposure to marketing budget cuts, particularly for smaller
and newer customers.
Qualtrics' major projects are primarily sold on a subscription
basis with upfront cash collection, driving the company's favorable
working capital dynamics and over 80% share of recurring revenues.
Furthermore, consistent gross retention rates of about 90% and
significant customer and industry diversity support a high level of
revenue visibility and should help support resilience through
business cycles. S&P said, "We believe there is some risk of
increased churn if the current macroeconomic environment continues
to pressure marketing budgets. However, the company has meaningful
exposure to tech and retail verticals, which we see as particularly
exposed to the current slowdown. We also view the firm's level of
mission criticality as varied across its customer base.
Longstanding customers who have integrated Qualtrics' systems into
their core processes are likely to remain much stickier than newly
acquired logos that primarily use survey tools."
S&P said, "The outlook on Qualtrics is stable, reflecting our view
that the company will be able to rapidly grow EBITDA margins from a
low base with only modest disruption to the business and it has
adequate liquidity to handle cash payments for employee RSU awards
even if macroeconomic conditions deteriorate from our current
forecast. Although leverage—as calculated under S&P's methodology
that burdens EBITDA with RSU payments—will be very high for the
next 12 months, improving core profitability and the expiry of RSU
awards should enable Qualtrics to reduce adjusted leverage
considerably over time.
"We would consider downgrading Qualtrics if the company faces
stagnating revenues from reduced customer marketing budgets and
disruption from its efforts to reduce headcount and improve
margins. If we believe Qualtrics is likely to emerge from its
period of RSU outflows with leverage of more than 7x or free cash
flow under 5% of debt, we would likely lower our rating to 'B-'.
"Although unlikely over the next 12 months due to both financial
sponsor ownership and the impact of RSU payments on cash flow and
liquidity, we would likely upgrade Qualtrics if the company expands
EBITDA margins (excluding RSUs) to more than 20%, successfully
executes its annual contract value (ACV)-led growth strategy, and
we believe the company is extremely likely to reduce leverage to
under 5x on a sustained basis."
ESG credit indicators: E-2; S-2; G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Qualtrics as is the
case for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns."
REAL BRANDS: Delays Filing of 2022 Annual Report
------------------------------------------------
Real Brands 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.
Due to its change of auditors (previously reported on a Current
Report on Form 8-K filed with the SEC on Dec. 22, 2022), the
Company requires additional time for its audit to be completed.
About Real Brands
Headquartered in North Providence, RI, Real Brands Inc. is a
publicly traded, vertically integrated, early entrant (2017) in the
hemp-derived cannabinol ("CBD") market that specializes in hemp CBD
oil/isolate extraction, wholesaling of CBD oils and isolate,
manufacturing, production and sales of hemp-derived CBD consumer,
celebrity brands, and white label products. Real Brands is listed
in the Over the Counter Pink Sheets ("OTCQB") under the symbol
"RLBD".
Real Brands reported a net loss of $2.80 million for the year ended
Dec. 31, 2021, compared to a net loss of $6.27 million for the year
ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $1.19
million in total assets, $1.84 million in total liabilities, and a
total stockholders' deficit of $654,169.
In its Quarterly Report for the three months ended Sept. 30, 2022,
Real Brands said, "The ability of the Company to obtain necessary
financing to build its sales, brand, marketing and distribution and
fund ongoing operating expenses is uncertain. The ability of the
Company to generate sales revenue to offset the expenses and obtain
profitability is uncertain. The Company had a net loss of $767,424
and $1,835,244 for the nine months ended September 30, 2022 and
2021, respectively. These material uncertainties cast doubt on the
Company's ability to continue as a going concern."
REMER & GEORGES-PIERRE: Unsecureds Will Get 75.2% in 60 Months
--------------------------------------------------------------
Remer & Georges-Pierre, PLLC, filed with the U.S. Bankruptcy Court
for the Southern District of Florida a Plan of Reorganization dated
April 6, 2023.
The Debtor is a law firm that was incorporated in 2007. The
Debtor's members are Jason S. Remer ("Remer") and Anthony M.
Georges-Pierre ("Georges-Pierre").
The Debtor's law practice was negatively affected by the COVID-19
pandemic, such that employment law matters substantially declined.
As a result of this decline in business, the Debtor became
delinquent in a number of its obligations, including to its prior
landlord, court reporter, accountant and process server. As a
result of the Debtor's default in payment(s) to its former
landlord, its former landlord commenced a lawsuit against the
Debtor, for monetary damages, which remained pending on the
Petition Date.
On or around August 30, 2022, Georges-Pierre and Remer took on a
law partner. They accomplished this by opening a new law firm
entity named Remer, Georges-Pierre & Hoogerwoerd, PLLC ("RG-P&H").
They funded RG-P&H through a capital contribution paid by the
Debtor on August 30, 2022 in the amount of $5,000.00. They also
transferred miscellaneous items of business equipment and office
furniture, having a value of approximately $6,080.00.
The timing and circumstances surrounding the establishment of RG
P&H may have resulted in claims existing by the Debtor and the
bankruptcy estate against RG-P&H. RG-P&H denies any such liability,
and further believes that given the work performed on legal matters
for which no benefit was derived, the Debtor and the bankruptcy
estate were not economically damaged. Remer and Georges-Pierre have
agreed to fund the Plan payments, through their income with RG-P&H,
such that Class 2 Creditors receive a distribution of at least
$300,000.00, subject to the Early Discount Provision.
This Plan provides for 1 class of priority claims, 1 class of
general unsecured claims and 1 class of equity security holders.
General unsecured creditors holding allowed claims will receive
distributions, which the Debtor has valued at approximately 75.2167
cents on the dollar. This Plan also provides for the payment of
administrative and priority claims.
The Debtor's financial projections show that the Debtor will have
projected disposable income of $300,000. The final Plan payment is
expected to be paid on June 1, 2028.
Class 2 consists of all allowed general unsecured claims. The
allowed unsecured claims total $398,848. Class 2 Creditors shall
share pro rata in a total distribution in the amount of $300,000,
subject to an early payment discount in the amount of $25,000,
which would result in a discounted total distribution in the amount
of $275,000. Furthermore, Class 2 Creditors will receive any and
all proceeds received from the Debtor's ERTC Refund, up to such
amount sufficient to pay Class 2 Creditors a 100% distribution.
Allowed general unsecured claimants ("Class 2 Creditors") shall
receive an initial payment (the "Initial Payment") on the First
Payment Date, comprised of all of the funds in the Debtor's
Debtor-in-Possession Bank Account (the "DIP Account"), after
payment of any and all Allowed Administrative Claims and Allowed
Priority Claims. It is estimated that the Initial Payment to Class
2 Creditors will equal $150,000. Thereafter, any Cost Reimbursement
Payment(s) received by the Debtor after the First Payment Date will
be distributed to Class 2 Creditors monthly, on a pro rata basis,
on the first day of every month thereafter, until such time as
there are no Cost Reimbursement Payment(s) remaining.
In addition, Class 2 Creditors shall receive an additional
distribution from Remer and Georges-Pierre, equal to the greater
of: (a) the amount necessary to ensure a distribution to Class 2
Creditors in the total amount of $300,000; or (b) the sum of
$15,000, to be paid on a pro rata basis. Such payments are
estimated to total $150,000, to be paid over 5 years (60 months),
in 20 quarterly payments totaling $7,500 per payment, with the
first payment due on the First Payment Date and continuing on the
first day of every quarter thereafter. After 19 quarterly payments
are made, Remer and Georges-Pierre shall make a final quarterly
payment in an amount necessary to ensure that Class 2 Creditors
receive a total distribution in the amount of $300,000, subject to
the Early Discount Provision.
Excluding the ERTC Refund, Class 2 Creditors will be receiving a
distribution of approximately 75.2167% of their allowed claim(s),
which is an amount in excess of what claimants would receive in a
hypothetical Chapter 7 proceeding, in which case such claimants
would receive 22.5715%.
Class 3 consists of all allowed equity interests in the Debtor. All
Equity Security Holders of the Debtor will retain their interest(s)
in the Debtor as such interest(s) existed prior to the Petition
Date, with Remer retaining a 50% stock interest and Georges-Pierre
retaining a 50% stock interest.
The Plan will be funded partially through the Cost Reimbursement
Payments, and partially through funds on hand in the DIP Account as
of the First Payment Date. As of the date of this Plan, the Debtor
is holding $105,716.90 in the DIP Account. The Debtor anticipates
that by the First Payment Date, the Debtor will be holding
$150,000.00 in the DIP Account. Any Cost Reimbursement Payments
received by the Debtor after the First Payment Date will be paid to
Class 2 Creditors.
Remer and Georges-Pierre have agreed to fund the Plan payments to
ensure that Class 2 Creditors receive a distribution in the amount
of at least $300,000.00, subject to the Early Discount Provision.
Remer and Georges-Pierre will pay a minimum of $15,000.00, to be
paid to Class 2 Creditors on a pro rata basis. It is estimated that
the amount that Remer and Georges-Pierre must contribute to the
Plan payments will be $150,000.00, to be paid over 5 years (60
months), in 20 quarterly payments totaling $7,500.00 per payment,
with the first payment due on the First Payment Date and continuing
on the first day of every quarter thereafter. After 19 quarterly
payments are made, Remer and Georges-Pierre shall make a final
quarterly payment in an amount necessary to ensure that Class 2
Creditors receive a total distribution in the amount of
$300,000.00, subject to the Early Discount Provision.
A full-text copy of the Plan of Reorganization dated April 6, 2023
is available at https://bit.ly/3UspHKu from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Timothy S. Kingcade, Esq.
Kingcade, Garcia & McMaken, PA
1370 Coral Way
Miami, FL 33145
Telephone: (305) 285-9100
Email: scanner@miamibankruptcy.com
- and -
Zach B. Shelomith, Esq.
LSS LAW
2699 Stirling Road, Suite C401
Ft. Lauderdale, FL 33312
Telephone: (954) 920-5355
Facsimile: (954) 920-5371
Email: zbs@lss.law
About Remer & Georges-Pierre
Remer & Georges-Pierre, PLLC is a law firm that was incorporated in
2007. The Debtor filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-10114) on Jan. 6,
2023. In the petition filed by its managing member, Jason Remer,
the Debtor disclosed as much as $1 million in both assets and
liabilities.
Judge Laurel M. Isicoff oversees the case.
Timothy S. Kingcade, Esq., at Kingcade Garcia & McMaken, PA and
Zach B. Shelomith, Esq., at Leiderman Shelomith + Somodevilla,
PLLC, doing business as LSS Law, serve as the Debtor's counsel.
RESHAPE LIFESCIENCES: Needs More Time to File Form 10-K
-------------------------------------------------------
ReShape Lifesciences Inc. was unable, without unreasonable effort
or expense, to file its Form 10-K for the year ended Dec. 31, 2022
within the prescribed time period because it is continuing to
assess the purchase accounting from its June 2021 merger with
Obalon Therapeutics Inc. The Company is in the process of
completing the assessment of whether its 2021 fiscal year financial
statements are materially misstated and require a restatement and
the impact to the 2022 fiscal year financial statements to be
included in the Form 10-K. The Company is endeavoring to complete
its financial close process and Form 10-K filing as promptly as
possible; however, there can be no assurance that the Company will
be able to file the Form 10-K within the additional time provided
by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
The merger agreement with Obalon provided that Obalon would, obtain
"tail" insurance policies with a claims period of at least six
years from and after the effective time of the merger for the
persons who were covered by the existing directors' and officers'
liability insurance and fiduciary liability insurance of Obalon at
the time of the merger agreement, with terms, conditions,
retentions and levels of coverages at least as favorable as such
Obalon insurance, with respect to matters existing or occurring at
or prior to the effective time of the merger (the "D&O Tail
Policy"). Following the merger, the Company had capitalized the
D&O Tail Policy as a claims-based contract at the time of the
merger and included it as an acquired asset of $1.9 million. The
Company is evaluating the D&O Tail Policy to determine if the
policy should have been expensed in full on the effective date,
which was prior to the closing of the merger.
Depending upon the final results of this analysis, the Company may
be required to restate its financial statements for the year ended
Dec. 31, 2021. If the Company determines it is necessary to
restate its financial statements for the year ended Dec. 31, 2021,
there may be other adjustments to its consolidated financial
statements, including further adjustments to the Company's
previously disclosed revisions to its statement of operations for
the periods ended Dec. 31, 2020, March 31, 2021, June 30, 2021,
Sept. 30, 2021, Dec. 31, 2021, and March 31, 2022 to reflect the
correction of an immaterial error in the computation of the
weighted average shares used to compute basic and diluted net loss
per share.
If the Company restates financial information as of and for the
year ended Dec. 31, 2021 quarterly and year-to-date periods, such
restatements will be included in the 2022 Form 10-K.
The Company's management is also in the process of assessing the
effectiveness of the Company's internal control over financial
reporting. Although this assessment is not yet complete, the
Company expects to report a material weakness in the Company's
internal control over financial reporting due to insufficient
internal resources with appropriate accounting and finance
knowledge and expertise to design, implement, document and operate
effective internal controls around the financial reporting
process.
About ReShape Lifesciences
ReShape Lifesciences Inc. (Obalon Therapeurtics, Inc.) is a weight
loss and metabolic health-solutions company, offering an integrated
portfolio of proven products and services that manage and treat
obesity and metabolic disease.
ReShape reported a net loss of $61.93 million for the year ended
Dec. 31, 2021, a net loss of $21.63 million for the year ended Dec.
31, 2020, and a net loss of $23.67 million for the year ended Dec.
21, 2019. As of Sept. 30, 2022, the Company had $28.46 million in
total assets, $7.51 million in total liabilities, and $20.94
million in total stockholders' equity.
In its Quarterly Report for the three months ended Sept. 30, 2022,
Reshape Lifesciences Inc. said that based on its available cash
resources, it may not have sufficient cash on hand to fund its
current operations for more than 12 months from the date of filing
its Quarterly Report. This condition raises substantial doubt
about the Company's ability to continue as a going concern.
REVLON INC: To Exit Chapter 11 Bankruptcy as Private Company
------------------------------------------------------------
Revlon Inc. said it will emerge from Chapter 11 bankruptcy in late
April as a private company.
On March 31, 2023, the Debtors filed the Third Amended Joint Plan
of Reorganization, and on April 3, 2023, the Bankruptcy Court
entered an order confirming the Plan.
The Plan positions Revlon to emerge from bankruptcy in late April
-- consistent with the timeline announced at the beginning of the
restructuring. The Company is currently targeting an Effective
Date occurring on or before April 28, 2023.
According to an April 4, 2023 announcement, as a result of the
restructuring process and the Plan, Revlon is expected to emerge
with approximately $285 million of liquidity, to be funded through
an equity rights offering, a new money senior secured credit
facility, and new asset based loans. Upon its emergence from
bankruptcy, the Company will eliminate more than $2.7 billion in
debt from its balance sheet, with approximately $1.5 billion of
debt outstanding.
Under the terms of the Plan, Revlon will emerge as a private
company no longer listed on any stock exchange or subject to public
company reporting requirements. The majority of the Company's
equity will be owned by its former lenders.
"The plan confirmation is a critical milestone, and positions
Revlon to emerge from the restructuring process with a greatly
simplified capital structure that will support the business going
forward," said Debra Perelman, Revlon's President and Chief
Executive Officer. "We know this financial restructuring has been
challenging for our employees, vendors and partners, and we thank
them all for their support. Our new capital structure and
increased liquidity will enable us to continue to animate our
brands in the market and we look forward to the future of Revlon."
Pursuant to the Plan, there will be a restructuring that provides
for, among other things, the treatment for classes of claims and
interests as follows:
* FILO ABL Claims. Each holder of a claim under the ABL Facility
Credit Agreement to be repaid in full in cash;
* OpCo Term Loan Claims. Each holder of OpCo Term Loan Claims
(2016 Term Loan Claims and 2020 Term B-3 Loan Claims against the
“Opco” Debtors) to receive (a) its pro rata share of cash in
the amount of $56 million or (b) if such holder makes or is deemed
to make the Class 4 Equity Election, such holder’s pro rata share
of 18% of (i) the New Common Stock issued on the Effective Date,
prior to and subject to dilution by any New Common Stock issued in
connection with the Equity Rights Offering, including, for the
avoidance of doubt, any New Common Stock issued pursuant to the
Backstop Commitment Agreement, in connection with any MIP Awards,
and/or upon the exercise of the New Warrants, and (ii) the Equity
Subscription Rights; provided that holders of no more than $334
million of OpCo Term Loan Claims are permitted to elect to receive
cash;
* 2020 Term B-1 Loan Claims. Each holder of 2020 Term B-1 Loan
Claims to receive, either (a) a principal amount of first lien
take-back loans equal to such holder’s Allowed 2020 Term B-1 Loan
Claim with $20 million of the adequate protection payments payable
on March 8, 2023 deferred to the earlier of the termination of the
Restructuring Support Agreement and the Effective Date, and then
waived under the Plan upon the Effective Date or (b) an amount of
cash equal to the principal amount of first lien take-back term
loans that otherwise would have been distributable to such holder
under clause (a);
* 2020 Term B-2 Loan Claims. Each holder of 2020 Term B-2 Loan
Claims to receive its pro rata share of 82% of (a) the New Common
Stock issued on the Effective Date, prior to and subject to
dilution by any New Common Stock issued in connection with the
Equity Rights Offering, including, for the avoidance of doubt, any
New Common Stock issued pursuant to the Backstop Commitment
Agreement, in connection with any MIP Awards, and/or upon the
exercise of the New Warrants, and (b) the Equity Subscription
Rights;
* BrandCo Third Lien Guaranty Claims. Holders of third lien
guaranty claims against the "BrandCo" Debtors to receive no
recovery or distribution on account of such claims against the
"BrandCo" Debtors;
* Unsecured Notes Claims. Each holder of unsecured notes claims
against the Debtors to receive such holder's pro rata share of New
Warrants, which will have a 5-year term and be exercisable to
purchase an aggregate number of shares of the New Common Stock
equal to 11.75% of the New Common Stock (after giving effect to the
full exercise of the New Warrants and the issuance of New Common
Stock in connection with the Equity Rights Offering (including, for
the avoidance of doubt, any New Common Stock issued pursuant to the
Backstop Commitment Agreement)), subject to dilution by any New
Common Stock issued in connection with Reorganized Holdings'
management incentive plan), which will be issued by Reorganized
Holdings on the Effective Date with a strike price set at an
enterprise value of $4 billion;
* General Unsecured Claims. Each holder of a general unsecured
claim ("General Unsecured Claims") in a class that votes to accept
the Plan to receive its pro rata share of the amount of $44 million
and retained preference action net proceeds allocated to such
class;
* Qualified Pensions. Qualified pension plans to be reinstated;
and
* Interests in Revlon. Interests in Revlon, including holders of
Revlon's Class A Common Stock prior to emergence, to receive no
recovery or distribution on account of such interests, and upon
emergence from Chapter 11, all such pre-emergence interests in
Revlon, including Revlon’s Class A Common Stock, will be
canceled, released, extinguished, and discharged, and will be of no
further force or effect.
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.
ROYALE ENERGY: Delays Filing of 2022 Annual Report
--------------------------------------------------
Royale Energy, 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.
Royale said, "As previously announced, the Registrant's prior
independent registered public accounting firm resigned on December
5, 2022. Interviewing and finding a replacement accounting firm
was a lengthy process and, as a result, the Registrant did not
engage Horne LLP as its independent public accounting firm for the
fiscal year ended December 31, 2022 until March 31, 2023.
Accordingly, the Registrant will be unable to file its Annual
Report on Form 10-K for the year ended December 31, 2022 within the
prescribed period as Horne LLP must still conduct its audit with
respect to such period. The Registrant will file its Form 10-K as
soon as practicable but does not anticipate that it will be filed
until after the fifteenth day following the prescribed due date."
About Royale
El Cajon, CA-based Royale Energy, Inc. -- http://www.royl.com-- is
an independent oil and natural gas producer. Royale's principal
lines of business are the production and sale of oil and natural
gas, acquisition of oil and gas lease interests and proved
reserves, drilling of both exploratory and development wells, and
sales of fractional working interests in wells to be drilled by
Royale. Since 1993, Royale has primarily acquired and developed
producing and non-producing natural gas properties in California.
In December 2018, Royale became the operator of a newly acquired
field in Texas. The most significant factors affecting the results
of operations are (i) changes in oil and natural gas prices,
production levels and reserves, (ii) turnkey drilling activities,
and (iii) the increase in future cost associated with abandonment
of wells.
Royale Energy reported a net loss of $3.60 million for the year
ended Dec. 31, 2021, compared to a net loss of $8.15 million for
the year ended Dec. 31, 2020. As of June 30, 2022, the Company had
$11.36 million in total assets, $21.30 million in total
liabilities, $23.20 million in convertible preferred stock, and a
total stockholders' deficit of $33.15 million.
Dallas, Texas-based Weaver and Tidwell, LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
SALE LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sale, LLC
d/b/a As Good as it Gets Cafe
67 South Bedford Street, Suite 400W
Burlington, MA 01803
Business Description: The Debtor is a family-owned cafe with
homestyle breakfasts & classic lunch eats,
such as sandwiches, hamburgers, muffins,
and pancakes.
Chapter 11 Petition Date: April 10, 2023
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 23-10545
Judge: Hon. Christopher J. Panos
Debtor's Counsel: Marques C. Lipton, Esq.
LIPTON LAW GROUP, LLC
945 Concord Street
Framingham, MA 01701
Tel: 508-202-0681
Email: marques@liptonlg.com
Total Assets: $7,500
Total Liabilities: $3,127,759
The petition was signed by Abderrahim Hmina 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/3LGJQSI/Sale_LLC__mabke-23-10545__0001.0.pdf?mcid=tGE4TAMA
SAS AB: Searches for Equity Bids as Part of Ch. 11 Bankruptcy
-------------------------------------------------------------
Reuters reports that airline company Scandinavian airline SAS AB
(SAS.ST) said on Thursday, March 30, 2023, it had initiated steps
to raise equity and would seek bids as part of its ongoing Chapter
11 bankruptcy proceedings in the United States.
The embattled carrier filed for bankruptcy protection in the U.S.
last year, as it sought to slash costs and debt amid strikes from
pilots after wage talks collapsed.
The airline, which earlier aimed to raise SEK 9.5 billion ($911.20
million) in equity financing, now said the final sum would be
dependent on the bidding process and generation of additional
liquidity by the airline.
It expects "little or no recovery for subordinated unsecured
creditors and only a modest recovery for general unsecured
creditors due to anticipated debt reductions and the need for
substantial new equity capital."
SAS, whose biggest owners are Sweden and Denmark, said in a
statement that it expects revenues to return to pre-COVID levels in
fiscal year 2024, and reach up to about 58 billion Swedish crowns
for 2026.
It also sees a significantly higher level of liquidity than the
previously expected 15% for 2023.
In February, the Scandinavian airline posted a slightly smaller
first-quarter loss before tax than a year earlier, as bookings for
the quarter and the summer months were better than expected.
About Scandinavian Airlines
SAS SAB, Scandinavia's leading airline, with main hubs in
Copenhagen, Oslo and Stockholm, is flying to destinations in
Europe, USA and Asia. Spurred by a Scandinavian heritage and
sustainable values, SAS aims to be the global leader in sustainable
aviation. The airline will reduce total carbon emissions by 25% by
2025, by using more sustainable aviation fuel
and its modern fleet with fuel-efficient aircraft. In addition to
flight operations, SAS offers ground handling services, technical
maintenance and air cargo services. SAS is a founder member of the
Star Alliance, and together with its partner airlines offers a wide
network worldwide. On the Web: https://www.sasgroup.net
SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5,
2022. In the petition filed by Erno Hilden, as authorized
representative, SAS AB estimated assets between $10 billion and $50
billion and liabilities between $1 billion and $10 billion.
Judge Michael E Wiles oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc. as financial advisor; and Seabury
Securities, LLC and Skandinaviska Enskilda Banken AB as investment
bankers. Seabury is also serving as restructuring advisor. Kroll
Restructuring Administration, LLC is the claims
agent and administrative advisor.
SEAHORSE RESTAURANTS: Liquidating Plan Confirmed by Judge
---------------------------------------------------------
Judge Roberta A. Colton has entered findings of fact, conclusions
of law and order confirming the Plan of Liquidation for Small
Business filed by Seahorse Restaurants, LLC.
Through the Confirmation Declaration and in open Court at the
Confirmation Hearing, the Debtor requested confirmation of the Plan
pursuant to Section 1191(b) of the Bankruptcy Code as to Class 3.
The Court treats the Debtor's request as an ore tenus motion for
confirmation pursuant to Section 1191(b) of the Bankruptcy Code
(the "Ore Tenus Cramdown Motion"). The Court finds that the Plan
meets the requirements of Section 1191(b) of the Bankruptcy Code as
to Class 1 and Class 3.
The following modifications to the Plan were recited generally in
open court and are incorporated herein (collectively, the
"Modifications"):
* Section 7.03 shall be deleted and replaced with the
following paragraph: Unclaimed distributions shall be administered
pursuant to section 347 of the Bankruptcy Code. Should the Holder
of an Allowed Claim fail to negotiate a payment from the Debtor
within 90 days of the date the check was issued, the Debtor shall
provide the Holder with written notice of the requirement that the
Holder of an Allowed Claim negotiate the payment within 180 days of
the date the check was issued. Should the Holder thereafter fail to
negotiate the payment within 180 days, then upon the expiration of
the deadline set forth in section 1143, the Debtor may exercise its
remedies under section 347(b) of the Bankruptcy Code. De minimis
Distributions less than five dollars ($5.00) shall not be made, and
shall become unclaimed funds, which shall vest in the Reorganized
Debtor.
* As set forth in Section 9.03 of the Plan, the phrase,
"including actions by Largo 2, LLC in the event of default as set
forth in Section 3.05," is deleted from the Plan.
The Plan, as modified by this Confirmation Order, is confirmed in
all respects pursuant to § 1191(b) of the Bankruptcy Code. The Ore
Tenus Cramdown Motion is granted.
All settlements, agreements, and compromises provided for under the
Plan, and all transactions, documents, instruments, and agreements
referred to therein, contemplated thereunder or executed and
delivered therewith, and any amendments or modifications thereto in
substantial conformity therewith, are hereby approved, and the
Debtor and the other parties thereto are authorized and directed to
enter into them and to perform thereunder according to their
respective terms.
A copy of the Plan Confirmation Order dated April 6, 2023 is
available at https://bit.ly/3GzIxtq from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Mark F. Robens, Esq.
Stichter, Riedel, Blain & Postler, PA
110 East Madison Street, Suite 200
Tampa, FL 33602
Telephone: (813) 229-0144
Email: mrobens@srbp.com
About Seahorse Restaurant
Seahorse Restaurants, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
22-03707) on Sept. 12, 2022, with up to $1 million in both assets
and liabilities. Ruediger Mueller has been appointed as Subchapter
V trustee.
Judge Roberta A. Colton oversees the case.
Mark F. Robens, Esq., at Stichter, Riedel, Blain & Postler, PA,
serves as the Debtor's legal counsel.
SHEFA LLC: ABC-Merit Buying Assets in Southfield for $5.9 Million
-----------------------------------------------------------------
Shefa LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Michigan to sell the following assets to
ABC-Merit Partners 2, LLC, or its assigns, c/o Mark Hall, for a
total of $5.9 million:
That certain tract or parcel of land comprised of
approximately 9.3 acres situated in the city of Southfield, MI,
County of Oakland, State of Michigan, and is described as follows:
Lot(s) 2 of NORTHLAND CENTER SUB. NO. 1, according to the plat
thereof recorded in Liber 179 of Plats, pages 30, 31, 32, 33, 34,
35 and 36 of Oakland County Records.
together with all and singular the rights and appurtenances
pertaining to such property, including any right, title and
interest of Seller in and to adjacent streets, alleys or
rights-of-way (the "Land"), the buildings and other improvements on
the Land, including specifically, without limitation, that certain
hotel and conference center with 14 floors and containing
approximately 280,486 square feet located thereon having street
address of 16400 J L Hudson Drive, Southfield MI 48075 (the
"Improvements"); the personal property owned by Seller upon the
Land or within the Improvements, including specifically, without
limitation, heating, ventilation and air conditioning systems and
equipment, appliances, furniture, carpeting, draperies and
curtains, tools and supplies,
and other items of personal property (excluding cash and accounts
receivables) used in connection with the operation of the Land and
the Improvements (the "Personal Property"); all of Seller's right,
title and interest in and to (i) all assignable contracts and
agreements as listed on Exhibit D to the attached Purchase
Agreement titled "Contracts and Agreements" relating to the upkeep,
repair, maintenance or operation of the Land, Improvements or
Personal Property which will extend beyond the date of Closing
including specifically, without limitation, all assignable
equipment leases (collectively, the "Operating Agreements"), and
(ii) all assignable warranties and guaranties (express or implied)
issued to Seller in connection with the Improvements or the
Personal
Property (the "Intangibles").
In order to maximize the value of its assets, the Debtor has been
marketing its assets to third parties. The current offer for $5.9
million is the highest offer for Assets that has been received for
a lump sum purchase that the Debtor believes is viable and can
close with the least issues.
By the Motion, the Debtor seeks authority to sell the Assets to the
Purchaser free and clear of liens, claims, encumbrances and other
interests with liens to attach to proceeds, and the net proceeds
after payment of ordinary closing costs to be escrowed with the
title company closing the transaction. It further requests that the
Court waives the 14-day automatic stay of the sale, imposed under
Bankruptcy Rule 6004(g).
A copy of the Purchase Agreement is available at
https://tinyurl.com/2pujchtn from PacerMonitor.com free of charge.
About Shefa LLC
Shefa LLC is a Single Asset Real Estate as defined in 11 U.S.C.
Section 101(51B).
Shefa LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-40908) on Feb. 1,
2022. In the petition filed by principal, as manager, the Debtor
reported assets and liabilities between $1 million and $10
million.
The Debtor is represented by Robert N. Bassel, Esq.
SILICON VALLEY BANK: FDIC Hires BlackRock to Sell Securities
------------------------------------------------------------
The Federal Deposit Insurance Corporation (FDIC) as receiver of the
former Signature Bank, New York, NY, and Silicon Valley Bank, Santa
Clara, CA, said April 5, 2023, will undertake a marketing process
to sell the securities portfolios retained from the two
receiverships.
The face values of the two portfolios are approximately $27 billion
and $87 billion, respectively. The securities are primarily
comprised of Agency Mortgage Backed Securities, Collateralized
Mortgage Obligations, and Commercial Mortgage Backed Securities.
The FDIC has retained BlackRock Financial Market Advisory to
conduct portfolio sales, which will be gradual and orderly, and
will aim to minimize the potential for any adverse impact on market
functioning by taking into account daily liquidity and trading
conditions. Interested parties should contact
extfdicinquiry@blackrock.com to obtain further information about
the sale process and the qualifications to participate.
About Silicon Valley Bank
Silicon Valley Bank was the nation's 16th largest bank and the
biggest to fail since the 2008 financial meltdown.
During the week of March 6, 2023, Silicon Valley Bank, Santa Clara,
CA, experienced a severe "run-on-the-bank." On the morning of
March 10, 2023, the California Department of Financial Protection
and Innovation seized SVB and placed it under the receivership of
the Federal Deposit Insurance Corporation (FDIC).
The FDIC on March 13, 2023, disclosed that it transferred all
deposits -- both insured and uninsured -- and substantially all
assets of the former Silicon Valley Bank of Santa Clara,
California, to a newly created, full-service FDIC-operated "bridge
bank" in an action designed to protect all depositors of Silicon
Valley Bank.
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Hon. Martin
Glenn is the bankruptcy judge. The Debtor had assets of
$19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31,
2022.
Centerview Partners LLC is proposed financial advisor, Sullivan &
Cromwell LLP proposed legal counsel and Alvarez & Marsal proposed
restructuring advisor to SVB Financial Group as
debtor-in-possession. Kroll is the claims agent.
SILICON VALLEY BRIDGE: Deadline to File Claims Set for July 10
--------------------------------------------------------------
The Office of the Comptroller of the Currency closed Silicon Valley
Bridge Bank, N.A., Santa Clara, California, ("Failed Institution")
and appointed the Federal Deposit Insurance Corporation ("FDIC") as
receiver.
All creditors having claims against the Failed Institution must
submit their claims in writing, together with proof of claims, to
the Receiver on or before July 10, 2023. You must submit a proof
of claim from via our interface FDIC Claims Portal at
https://resolutions.fdic.gov/claimsportal/s/, the FDIC website at
https://www.fdic.gov/resources/forms/deposit-claims-and-asset-sales/index.html,
or by calling 972-761-8677.
Claims may be submitted through FDIC claims portal, or mailed to:
FDIC as Receiver of
Silicon Valley Bridge Bank N.A.
6000 Pearl Street, Suite 700
Dallas, TX 75201
Attention: Claim Agent 10542
Silicon Valley Bridge Bank, N.A. is a new bank that is regulated by
the Office of the Comptroller of the Currency.
STARRY GROUP: Unsecureds Owed $70K to Get 4% in Plan
----------------------------------------------------
Judge Karen B. Owens has entered an order approving the Amended
Disclosure Statement of Starry Group Holdings, Inc., et al. as
containing adequate information within the meaning of section
1125(a) of the Bankruptcy Code, and the Debtors are authorized to
distribute the Amended Disclosure Statement and Solicitation
Package in order to solicit votes on, and pursue confirmation of,
the Amended Plan.
Classes 1 and 2 are Unimpaired and, thus, the Holders of such
Unimpaired Claims are conclusively presumed to accept the Amended
Plan pursuant to section 1126(f) of the Bankruptcy Code, and the
Debtors are not required to solicit their votes with respect to
such Unimpaired Claims.
Classes 6 and 8 are Impaired and will receive no recovery under the
Amended Plan, and the Holders of such Claims and Interests are
conclusively deemed to reject the Amended Plan pursuant to section
1126(g) of the Bankruptcy Code, and the Debtors are not required to
solicit their votes with respect to such Claims and Interests.
Classes 5 and 7 (and, together with Classes 1, 2, 6, and 8, the
"Non-Voting Classes") are either Unimpaired or Impaired, and the
Holders of such Claims and Interests are conclusively presumed to
accept the Amended Plan pursuant to section 1126(f) of the
Bankruptcy Code or conclusively deemed to reject the Amended Plan
pursuant to section 1126(g) of the Bankruptcy Code, and the Debtors
are not required to solicit their votes with respect to such Claims
and Interests.
Pursuant to Bankruptcy Rule 3020(b)(2), 9006(c) and Local Rule
9006-1(e), the Confirmation Hearing shall be set for May 24, 2023
at 1:00 p.m. prevailing Eastern Time.
Pursuant to Bankruptcy Rule 3020(b)(1), the Confirmation Objection
Deadline for filing and serving objections to confirmation of the
Amended Plan shall be May 15, 2023 at 5:00 p.m. (prevailing Eastern
time), which deadline may be extended by the Debtors.
Ballots for accepting or rejecting the Amended Plan must be
received by the Notice and Claims Agent on or before 5:00 p.m.
(prevailing Eastern time) on May 15, 2023 (the "Voting Deadline")
to be counted.
April 12, 2023 at 5:00 p.m. (Prevailing Eastern Time) (the "Rule
3018(a) Motion Deadline") shall be the deadline for filing and
serving any motion requesting temporary allowance of a Claim for
purposes of voting pursuant to Bankruptcy Rule 3018(a) (the "Rule
3018(a) Motion(s)").
Reorganization Plan
Starry Group Holdings, Inc., et al., submitted a Disclosure
Statement for Amended Joint Chapter 11 Plan of Reorganization.
The Debtors are proposing the Plan following extensive
arm's-length, good-faith discussions with certain of their key
stakeholders. These discussions have resulted in significant
majorities of the Holders of the Debtors' funded indebtedness
agreeing to support the restructuring contemplated by the Plan and
vote to accept the Plan pursuant to a Restructuring Support
Agreement entered into immediately prior to the commencement of the
Chapter 11 Cases by and among the Debtors and certain Holders of
Prepetition Term Loan Claims (collectively, the "Consenting
Prepetition Lenders").
In connection with negotiating the Restructuring Support Agreement,
the Debtors and Holders of the Debtors' funded indebtedness
exchanged several proposals and counter-proposals regarding the
terms of a comprehensive restructuring, and the parties conferred
on numerous occasions in an attempt to achieve consensus with
respect to the same. The Plan reflects such a consensus, and the
Debtors and the Consenting Prepetition Lenders believe the Plan
represents the best available option for all creditors and parties
in interest.
Having agreed with their key creditor constituencies on the
principal terms of the Restructuring, which enjoys broad-based
support, as reflected in the Restructuring Support Agreement, the
Debtors are also pursuing a competitive sale process for their
assets (or reorganized equity) as permitted by the Restructuring
Support Agreement. To that end, on February 20, 2023, the Debtors
filed a motion with the Bankruptcy Court (the "Bidding Procedures
Motion"), seeking authorization to conduct a competitive and robust
sale process, which the Debtors believe will ensure that they
maximize the value of their assets (or reorganized equity). On
March 21, 2023, the Bankruptcy Court entered the Bidding Procedures
Order [Docket No. 185]. Under the Bidding Procedures and the Plan,
the reorganized equity or assets of the Debtors will be marketed
pursuant to the Bidding Procedures Order, which shall permit bids
to acquire all or substantially all of the assets (or reorganized
equity) of the Debtors.
To be a qualified bid, a third party bid must exceed $170,000,000
(the "Minimum Qualified Bid") and meet the other requirements
established in the Bidding Procedures for the submission of
qualified bids. In the event that at least one Minimum Qualified
Bid is obtained, the Debtors shall conduct an auction to determine
the highest or otherwise best bid for the Debtors' assets (or
reorganized equity). Any Qualified Bidder (as defined in the
Bidding Procedures Motion), including the DIP Agent and the
Prepetition Agent, that has a valid and perfected lien on any
assets of the Debtors' estates shall be entitled to credit bid all
or a portion of the face value of such secured party's claims
against the Debtors. Each of the DIP Agent and the Prepetition
Agent shall be deemed to be a Qualified Bidder and, subject to
section 363(k) of the Bankruptcy Code and to such party's
compliance with the Bidding Procedures, may submit a credit bid of
all or any portion of the aggregate amount of their respective
secured claims, including any postpetition financing claims,
pursuant to section 363(k) of the Bankruptcy Code at any time
during the auction, and any such credit bid will be considered a
Qualified Bid.
In full and final satisfaction, settlement, release and discharge
of and in exchange for release of all Allowed DIP Facility Claims,
on the Effective Date, the unpaid Allowed DIP Facility Claims shall
be (i) if the Restructuring is consummated, converted on a
dollar-for-dollar basis into Rollover Exit Term Loans and shall
receive New Warrants in accordance with the Exit Facility Term
Sheet (which is attached as Exhibit F to the Restructuring Support
Agreement), or (ii) if a Sale Transaction is consummated, unless
otherwise agreed to by the Required DIP Lenders and Birch Grove,
indefeasibly paid in full in Cash from Sale Transaction Proceeds.
Under the Plan, Class 4 General Unsecured Claims total $50,000 -
$70,000 and will recover under Restructuring and Sale Transaction
0.4 - 4.0% of claims. Each Holder of an Allowed General Unsecured
Claim shall receive, in full and final satisfaction of its Allowed
General Unsecured Claim:
In the event of a Restructuring, each Participating GUC Holder
shall receive in full and final satisfaction of its Allowed General
Unsecured Claim, its Pro Rata Share of the greater of (a) $250,000;
and (b) the difference between (i) the amount of professional fees
of the Debtor Professionals and Committee Professionals set forth
in the Initial Budget minus (ii) the actual amount of professional
fees and expenses Allowed to such Retained Professionals at any
time, subject to a cap of $2,000,000; and Each Non-Participating
GUC Holder shall receive no consideration on account of its General
Unsecured Claims.
In the event of a Sale Transaction, each Participating GUC Holder
shall receive in full and final satisfaction of its Allowed General
Unsecured Claim, its Pro Rata Share of the greatest of (a)
$250,000; (b) the difference between (i) the amount of professional
fees of the Debtor Professionals and Committee Professionals set
forth in the Initial Budget minus (ii) the actual amount of
professional fees and expenses Allowed to such Retained
Professionals at any time, subject to a cap of $2,000,000; and (c)
except as otherwise provided in and giving effect to any applicable
Sale Order, after the Holders of Allowed Prepetition Term Loan
Claims and the Holders of Allowed Claims entitled to priority of
payment under 11 U.S.C. § 507 have been satisfied in full in Cash,
the amount of Cash, if any, to which Allowed General Unsecured
Claims are legally entitled under the Bankruptcy Code; and Each
Non-Participating GUC Holder shall receive, except as otherwise
provided in and giving effect to any applicable Sale Order, after
the Holders of Allowed Prepetition Term Loan Claims and the Holders
of Allowed Claims entitled to priority of payment under 11 U.S.C.
§ 507 have been satisfied in full in Cash, the amount of Cash, if
any, to which Allowed General Unsecured Claims are legally entitled
under the Bankruptcy Code.
These Claims are impaired under the Plan and are entitled to vote.
Article IV.C of the Plan provides that, if a Plan Sale Transaction
is to be consummated, upon entry of the Confirmation Order, the
Debtors shall be authorized to consummate the applicable Plan Sale
Transaction to the applicable Successful Bidder pursuant to the
terms of the applicable Plan Sale Transaction Documentation, the
Plan, and the Confirmation Order. In the event any Sale Transaction
is consummated, the Sale Transaction Proceeds, the Professional Fee
Escrow Amount, the Wind-Down Amount, any reserves required pursuant
to the applicable Sale Transaction Documentation, the Debtors'
rights under the applicable Sale Transaction Documentation,
payments made directly by the applicable Successful Bidder on
account of any Assumed Liabilities under the applicable Plan Sale
Transaction Documentation, payments of Cure Costs made by the
applicable Successful Bidder pursuant to sections 365 or 1123 of
the Bankruptcy Code, and/or all Causes of Action not previously
settled, released, or exculpated under the Plan, if any, shall be
used to fund the distributions to Holders of Allowed Claims against
the Debtors in accordance with the treatment of such Claims and
subject to the terms provided in the Plan. Unless otherwise agreed
in writing by the Debtors and the applicable Successful Bidder,
distributions required by the Plan on account of Allowed Claims
that are Assumed Liabilities shall be the sole responsibility of
the applicable Successful Bidder even if such Claim is Allowed
against the Debtors, and such Claims shall have no recovery from
the Debtors under the terms of the Plan.
Article IV.W of the Plan provides that, in the event of a Sale
Transaction, on and after the Effective Date, in accordance with
the Wind-Down Budget, the Debtors shall (1) continue in existence
for purposes of (a) winding down the Debtors' businesses and
affairs as expeditiously as reasonably possible, (b) resolving
Disputed Claims as provided in the Plan, (c) paying Allowed Claims
not assumed by the applicable Successful Bidder as provided in the
Plan, (d) filing appropriate tax returns, (e) complying with their
continuing obligations under the applicable Sale Transaction
Documentation (including with respect to the transfer of permits to
the applicable Successful Bidder as contemplated therein), and (f)
administering the Plan in an efficacious manner; and (2) thereafter
liquidate and dissolve as set forth in the Plan. The Plan
Administrator shall carry out these actions for the Debtors.
Article IV.X of the Plan provides that in the event of a Sale
Transaction, on the Effective Date, the Debtors shall retain
proceeds from the Wind-Down Amount in accordance with the terms of
the Wind-Down Budget. Any remaining amounts in the Wind-Down Amount
following all required distributions therefrom in accordance with
the terms of the Wind-Down Budget shall promptly be distributed in
accordance with the Bankruptcy Code and the Plan.
Counsel for the Debtors and Debtors in Possession:
Jeffrey E. Bjork, Esq.
Ted A. Dillman, Esq.
Jeffrey T. Mispagel, Esq.
LATHAM & WATKINS LLP
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071
Telephone: (213) 485-1234
Facsimile: (213) 891-8763
E-mail: jeff.bjork@lw.com
ted.dillman@lw.com
jeffrey.mispagel@lw.com
- and -
Jason B. Gott, Esq.
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9767
E-mail: jason.gott@lw.com
Michael R. Nestor, Esq.
Kara Hammond Coyle, Esq.
Joseph M. Mulvihill, Esq.
Timothy R. Powell, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: mnestor@ycst.com
kcoyle@ycst.com
jmulvihill@ycst.com
tpowell@ycst.com
A copy of the Order dated March 31, 2023, is available at
https://bit.ly/3KqGz0N from PacerMonitor.com.
A copy of the Disclosure Statement dated March 31, 2023, is
available at https://bit.ly/3JXPjtQ from PacerMonitor.com.
About Starry Group
Boston-based Starry Group Holdings, Inc. (NYSE: STRY) is a licensed
fixed wireless technology developer and internet service provider.
The Company is an early-stage growth company.
Starry Group Holdings, Inc. and 11 affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-10219) on Feb. 20, 2023. The
petitions were signed by William J. Lundregan as authorized
officer.
As of Sept. 30, 2022, Starry Group had $270.6 million in total
assets against $309.7 million in total liabilities.
The Hon. Karen B. Owens oversees the cases.
YOUNG CONAWAY STARGATT & TAYLOR, LLP and LATHAM & WATKINS LLP serve
as counsel to the Debtors; PJT PARTNERS LP serves as their
investment banker; and FTI CONSULTING, INC. as their financial
advisors. KURTZMAN CARSON CONSULTANTS LLC is the claims and
noticing agent.
STRUCTURAL TECHNOLOGY: Unsecureds to Split $10K in Plan
-------------------------------------------------------
Structural Technology Custom Homes, LLC, filed with the U.S.
Bankruptcy Court for the District of Arizona a Plan of
Reorganization for Small Business under Subchapter V dated April 6,
2023.
The Debtor is a licensed general contractor that subcontracts work,
which consists mostly of home and roofing upgrades, renovations,
and repairs.
Just before and during the COVID-19 pandemic the Debtor began
working for Ann Ross on her 18,000 square foot luxury home and
casita to correct items on the previous builder's failed
inspection, which included incomplete framing along with many other
substantial defects in the work performed by prior contractors, to
allow Ross to obtain a Certificate of Occupancy.
During the Ross project, the Debtor's principal, Joseph Rubanow,
and Ross started a personal relationship that lasted for many
months. Ross fired Rubanow's qualified construction team without
paying them, thinking that she could save money by hiring
different, unlicensed laborers at a lower hourly rate. Ross fired
the Debtor's contractors without paying them, as with the original
builder and unlicensed workers.
The Debtor attempted to re-negotiate the contract, which Ross
refused, and this caused many hard feelings between the two. Around
Autumn of 2020, Ross fired the Debtor during the appliance
installation.
The Debtor has $311,968.70 of secured claims, because JPMorgan
Chase Bank, National Association claims a secured interest in the
amount of $680,151.76 against Rubanow's residence that is not
property of the bankruptcy estate. The Debtor estimates that it
potentially owes $3,279,301.79 to unsecured creditors, the bulk of
which is Ann Ross' disputed proof of claim in the amount of
$2,533,584.59.
The Debtor is dedicating $10,000.00 to pay unsecured creditors over
the life of the Plan, so that all secured, administrative, and
priority creditors will be paid in full, and unsecured creditors
will receive a distribution that is better than unsecured creditors
would receive in a Chapter 7 liquidation. The Debtor estimates that
the percentage return to unsecured creditors will be 1.32%, not
including Ross' disputed claim in the amount of $2,533,584.59 or
.3% if Ross's claim is allowed in its entirety.
This Plan of Reorganization proposes to pay the Debtor's creditors
from cash flow from continued business operations.
Class 3 consists of Non-priority unsecured claims. The creditors
with Allowed Unsecured Claims in Class 3 shall be paid quarterly
their pro rata share of funds paid into the Plan Fund after all
administrative, priority and secured claims are paid in full, until
each has received their pro-rata share of a total of $10,000.
The Debtor shall establish a separate Plan Fund for the management
of all funds for distribution to creditors and claimants. The
Debtor will continue to operate under the same management structure
as existed previously with Rubanow as the manager.
A full-text copy of the Plan of Reorganization dated April 6, 2023
is available at https://bit.ly/3KtrgTP from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
D. Lamar Hawkins, Esq.
JoAnn Falgout, Esq.
Guidant Law PLC
402 E. Southern Ave.
Tempe, AZ 85282
Telephone: (602) 888-9229
Facsimile: (480) 725-0087
Email: lamar@guidant.law
joann.falgout@guidant.law
About Structural Technology Custom Homes
Structural Technology Custom Homes LLC is a home repair company
serving Mesa, Ariz., and the surrounding areas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-00080) on Jan. 6,
2023. In the petition signed by Joseph Rubanow, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Brenda K. Martin oversees the case.
D. Lamar Hawkins, Esq., at Guidant Law, PLC, is the Debtor's legal
counsel.
SUMMER AVE LLC: No Objections Filed; Court Confirms Plan
--------------------------------------------------------
Judge Elizabeth D. Katz has entered an order confirming the Third
Modified Third Amended Plan of Summer Ave LLC.
A discharge is granted to the Debtor under 11 U.S.C. Sec.
1141(d)(1)(A) except any claim on which the last payment is due
after the first 3 years of the Plan.
No objections to the Debtor's Plan were filed.
All classes of claimants and interests designated in the Plan
either have voted to accept the Plan or are deemed to have accepted
the Plan under 11 U.S.C. §1129(a) and (b), and any objection to
the Plan by PBS Credit Services, Inc. (holder of the claim/mortgage
previously held by Community Loan Servicing, LLC) has been waived.
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.
SYMBIONT.IO LLC: Hires Huron Consulting Services, Appoints CRO
--------------------------------------------------------------
Symbiont.io, LLC seeks approval from the U.S. Bankruptcy Code for
the Southern District of New York to employ Huron Consulting
Services, LLC and designate Laura Marcero as its chief
restructuring officer.
The CRO's services include:
-- exercising all authority and undertaking all responsibilities
formerly exercised or undertaken or delegated to Mark Smith, the
Debtor's chief executive officer;
-- evaluating strategic and tactical restructuring options,
including pursuing a sale of the Debtor's assets;
-- managing the process to assist in the negotiation and
completion of any sales or other transactions involving the
Debtor's assets;
-- working with the investment banker and legal counsel to
develop and deliver a sale or recapitalization process;
-- working with the Debtor to develop and deliver to LM Funding
America, Inc. such information as may be necessary to complete a
transaction;
-- with information provided by the Debtor, and to the extent
necessary, managing the maintenance, control and protection of the
Debtor's assets, including its intellectual property and all work
product or information associated therewith;
-- coordinating the restructuring efforts of the Debtor,
including communications and negotiations with the stakeholders,
including their advisors;
-- making recommendations to the Debtor and consulting therewith
regarding the CRO's activities and services;
-- attending and participating in management and LM Funding
meetings as appropriate; and
-- providing other services as may be agreed to by both the
Debtor and Huron.
The firm will charge these hourly fees:
Managing Director $975 - $1,315
Senior Director $920 - $950
Director $700 - 800
Manager $600
Associate $500
As disclosed in court filings, the CRO is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The CRO can be reached at:
Laura Marcero
Huron Consulting Services LLC
520 Ellicott Street, Suite 320
Buffalo, NY 14203
Phone: (312) 583-8700
About Symbiont.IO LLC
New York-based Symbiont.IO, LLC is a technology company focused on
solving complex global finance problems using a novel enterprise
blockchain solution.
Symbiont.IO filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bank. S.D.N.Y. Case No. 22-11620) on Dec. 1, 2022.
In the petition filed by its chief executive officer, Mark Smith,
the Debtor reported $1 million to $10 million in both assets and
liabilities.
Judge Philip Bentley oversees the case.
The Debtor tapped Lawrence Morrison, Esq., at Morrison Tenenbaum,
PLLC as bankruptcy counsel and Huron Consulting Services, LLC as
restructuring advisor. Laura Marcero of Huron Consulting Services
serves as the Debtor's chief restructuring officer.
T LOVE TRUCKING: Taps Law Office of Shawn N. Wright as Counsel
--------------------------------------------------------------
T Love Trucking, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to hire the Law Office of
Shawn N. Wright to handle its Chapter 11 case.
The firm has agreed to a flat fee of $4,783.
The Law Office of Shawn N. Wright is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code,
according to court filings.
The firm can be reached through:
Shawn N. Wright, Esq.
Law Office of Shawn N. Wright
7240 McKnight Road
Pittsburgh, PA 15237
Phone: (412) 920-6565
Email: shawn@shawnwrightlaw.com
About T Love Trucking
T Love Trucking, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-20348) on
Feb. 17, 2023, with as much as $1 million in both assets and
liabilities. James S. Fellin, CPA, CFE of The Nottingham Group, LLC
has been appointed as Subchapter V trustee.
Judge Gregory L. Taddonio oversees the case.
Shawn N. Wright, Esq., at the Law Office of Shawn N. Wright
represents the Debtor as counsel.
T.G. HOLDINGS: Seeks to Hire Flourish Financial as Accountant
-------------------------------------------------------------
T.G. Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Pennsylvania to employ Flourish
Financial, LLC to serve as its accountant.
The firm's services include:
(a) providing the Debtor with financial and accounting
advice;
(b) assisting the Debtor in the preparation of tax returns;
(c) assisting the Debtor in the preparation and confirmation
of a Chapter 11 plan of reorganization and disclosure statement;
(d) assisting the Debtor as necessary in the preparation of
monthly operating reports; and
(e) other accounting services.
The firm will charge $75 per hour for its services.
Flourish Financial is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Christine Noah
Flourish Financial, LLC
8990 Kirby Dr Ste. 220
Houston, TX 77054
Phone: (833) 808-5700
Email: support@flourish.com
About T.G. Holdings
TG Holdings, LLC, doing business as Cannon's Chophouse, operates a
restaurant in Meadville, Pa.
TG Holdings sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Pa. Case No. 23-10061) on Feb. 8, 2023. In the
petition filed by its managing member, Charles A. Bish, Jr., the
Debtor reported up to $50,000 in assets and $1 million to $10
million in liabilities.
Judge Carlota M. Bohm oversees the case.
The Debtor is represented by Michael P. Kruszewski, Esq. of Quinn
Law Firm.
TEXAS COASTAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Texas Coastal Group, LLC, according to court dockets.
About Texas Coastal Group
Texas Coastal Group, LLC is a Single Asset Real Estate as defined
in 11 U.S.C. Section 101(51B). The Debtor is the fee simple owner
of a property located at St. Hwy. 361 & Mustang Blvd., valued at
$51.1 million.
Texas Coastal Group filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11704) on March
2, 2023. In the petition filed by Craig J. Millard, Sr. as member,
the Debtor reported assets between $10 million and $50 million and
liabilities between $1 million and $10 million.
Judge Erik P. Kimball oversees the case.
The Debtor is represented by John E Page, Esq., at Shraiberg Page,
P.A.
THUNDER INC: Disclosure Statement Due April 11
----------------------------------------------
Judge Barry Russel has entered an order approving the Disclosure
Statement/Plan filing Deadline Extension Stipulation of Thunder
Incorporated. The order extended the deadline for Thunder to file
a disclosure statement and a plan from April 1, 2023 to April 11,
2023.
General Insolvency Counsel for the Debtor:
Raymond H. Aver, Esq.
LAW OFFICES OF RAYMOND H. AVER
A Professional Corporation
10801 National Boulevard, Suite 100
Los Angeles, CA 90064
Telephone: (310) 571-3511
E-mail: ray@averlaw.com
About Thunder Inc.
Thunder Inc., doing business as Escobar Construction, is a
construction company in California.
Thunder Inc. filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-15357) on Sept. 30, 2022. In the petition filed by Ronald O.
Escobar, as chief executive officer, the Debtor reported assets and
liabilities between $1 million and $10 million each.
The case is overseen by the Honorable Bankruptcy Judge Barry
Russell.
Gregory K. Jones has been appointed as Subchapter V trustee.
The Debtor is represented by Raymond H. Aver, Esq., at the Law
Offices of Raymond H. Aver.
TOTAL ENERGY: Reaches Plan Stipulation With Distribution, Supply
----------------------------------------------------------------
Total Energy Resources, LLC, National Fuel Gas Distribution
Corporation, and National Fuel Gas Supply Corporation filed a
Stipulation Amending Terms of Small Business Debtor's Amended
Chapter 11 Plan of Reorganization Dated February 17, 2023.
The Debtor and Distribuiton are parties to a Monthly Metered
Natural Gas Supplier Service Agreement dated February 3, 2011, a
Service Agreement for Small Aggregation Transportation Supplier
Service dated October 21, 2015, and a Billing Service Agreement for
Consolidated Services Under Rate Schedule SATS - Small Aggregation
Transportation Supplier Service dated October 21, 2015
("Distribuiton Agreements"). Prior to the Petition Date, the Debtor
provided Distribution with a deposit in the amount of $327,120 in
accordance with the terms of the Monthly Metered Natural Gas
Supplier Service Agreement ("Distribuiton Deposit"). The Debtor is
current with its obligations to Distribution, and Distribution
remains in possession of the Distribution Deposit.
The Debtor and Supply are parties to a Service Agreement #I11583
(IT Service) dated March 31, 2011, and a Master Service Agreement
for Capacity Release Transactions, Agreement Numbers B11543 and
R11544 ("Supply Agreements"). Prior to the Petition Date, the
Debtor provided Supply with a deposit in the amount of $70,272.56
in accordance with the terms of the Supply Agreements and the
applicable tariffs ("Supply Deposit"). The Debtor is current with
its obligations to Supply, and Supply remains in possession of the
Supply Deposit.
The Parties filed the Stipulation because the prior stipulation
relates to the Debtor's initial chapter 11 plan and not the Amended
Plan, and because the timing of the assumption and rejection need
to be clarified in the Amended Plan.
Distribution and Supply have no objection to the Debtor's intended
rejection of the Distribution Agreements or the assumption of the
Supply Agreements on the terms provided for herein, and the Parties
file this Stipulation to incorporate their agreement into the
Amended Plan.
The Parties agree and stipulate that the Amended Plan shall be
amended as follows:
a. Rejection of Distribution Agreements:
i. The Distribution Agreements will be rejected as of the day
the Confirmation Order becomes final and non-appealable ("Rejection
Date");
ii. The Debtor will pay all postpetition amounts due to
Distribution through the Rejection Date;
iii. To the extent the Debtor does not pay all postpetition
amounts due to Distribution through the Rejection Date,
Distribuiton may setoff the postpetition amount due against the
Distribution Deposit;
iv. As soon as practicable after the Rejection Date,
Distribution shall return the Distribution Deposit, less setoff for
any postpetition amounts due, to the Debtor;
v. The Parties will have no further obligations under the
terms of the Distribuiton Agreements as of the Rejection Date;
b. Assumption of Supply Agreements:
i. The Supply Agreements will be assumed as of the day the
Confirmation Order becomes final and non-appealable ("Assumption
Date");
ii. The Debtor will continue to remain current with its
obligations to Supply, and will be current with all obligations at
the time the Confirmation Order is entered;
iii. To the extent the Debtor is not current with its
obligations to Supply at the time the Confirmation Order is
entered, Supply may setoff that amount against the Supply Deposit;
iv. Supply shall maintain the Supply Deposit, less any amount
setoff for unpaid obligations, in accordance with the terms of the
Supply Agreements and all applicable tariffs; and
v. The terms of the Supply Agreements shall remain in full
force and effect.
Counsel to Total Energy Resources, LLC:
Brian C. Thompson, Esquire
THOMPSON LAW GROUP, P.C.
125 Warrendale Bayne Road, Suite 200
Warrendale, PA 15086
Tel: (724) 799-8404
Fax: (724) 799-8409
E-mail: bthompson@thompsonattorney.com
- and -
Counsel to National Fuel Gas Distribution Corporation and National
Fuel Gas Supply Corporation:
Nicholas R. Pagliari, Esq.
MACDONALD, ILLIG, JONES & BRITTON LLP
100 State Street, Suite 700
Erie, PA 16507
Tel: (814) 870-7754
Fax: (814) 454-4647
E-mail: npagliari@mijb.com
About Total Energy Resources
Total Energy Resources, LLC -- https://totalenergyresources.com/ --
is a natural gas supplier and electricity broker, serving
businesses in Western Pennsylvania and Eastern Ohio.
Total Energy Resources filed for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
22-20950) on May 17, 2022, listing total assets of $1,494,425 and
zero liability. James S. Fellin serves as Subchapter V trustee.
Judge Jeffrey A. Deller oversees the case.
Brian C. Thompson, Esq., at Thompson Law Group, PC and Wessel &
Company Accountants and Advisors serve as the Debtor's legal
counsel and accountant, respectively.
TOUCHPOINT GROUP: Needs More Time to File 2022 Annual Report
------------------------------------------------------------
Touchpoint Group Holdings 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 Annual
Report due to a delay in obtaining and compiling information
required to be included in its Annual Report on Form 10-K, which
delay could not be eliminated by registrant without unreasonable
effort and expense.
About Touchpoint Group
Headquartered in Miami, Florida, Touchpoint Group Holdings Inc. --
http://touchpointgh.com-- is engaged in media and digital
technology, primarily in sports entertainment and related
technologies that bring fans closer to athletes and celebrities.
Touchpoint Group a net loss attributable to common stockholders of
$5.19 million for the year ended Dec. 31, 2021, a net loss
attributable to common stockholders of $3.54 million for the year
ended Dec. 31, 2020, and a net loss of $6.63 million for the year
ended Dec. 31, 2019. As of June 30, 2022, the Company had $2.27
million in total assets, $5.17 million in total liabilities,
$605,000 in temporary equity, and a total stockholders' deficit of
$3.51 million.
Tampa, Florida-based Cherry Bakaert LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated April 15, 2022, citing that the Company has recurring losses
and negative cash flows from operations that raise substantial
doubt about its ability to continue as a going concern.
TPT GLOBAL: Unit Awarded $519K Pavement Patching Contract
---------------------------------------------------------
TPT Global Tech, Inc. announced that Information Security and
Training, LLC (IST) a division of its subsidiary, TPT Strategic
Inc., a general contractor and information technology company, was
awarded a US$518,578.50 Pavement Patching contract, Project # 2022
from the City of Birmingham, AL.
The contract, which began in September 2022 and is currently
ongoing and has billed US$147,000 to date. Under the terms of the
contract, IST is responsible for providing asphalt roadway
patching, concrete roadway patching, and curb and gutter
replacement in various locations throughout the City of Birmingham.
In addition, IST provides project management, quality control, and
safety services to ensure that the project is completed, on time,
within budget, and to the city's quality, scope, and functionality
expectations.
"We are pleased to announce the contract award with the City of
Birmingham, said Stephen Thomas, CEO of TPT Global Tech. IST's
expertise and experience in government contracting has allowed us
to provide exceptional services to our partners, and we look
forward to continuing our work with the City of Birmingham to
improve their infrastructure.
About IST, a TPT Strategic Division
IST is based in Huntsville Alabama, with branch offices in
Nashville TN, Memphis TN, Birmingham AL, Jackson MS, Fort Campbell
KY, New Orleans LA, and Joint Base Lewis-McChord. IST has two
divisions, Construction and IT, and has been a general contractor
for over 15 years. IST has been offering services in the Federal
Marketplace since its inception in 2008 and has completed work for
over 15 federal agencies.
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a technology-based company with divisions providing
telecommunications, medical technology and product distribution,
media content for domestic and international syndication as well as
technology solutions. It offers Software as a Service (SaaS),
Technology Platform as a Service (PAAS), Cloud-based Unified
Communication as a Service (UCaaS). TPT Global Tech offers
carrier-grade performance and support for businesses over its
private IP MPLS fiber and wireless network in the United States.
TPT Global Tech's cloud-based UCaaS services allow businesses of
any size to enjoy all the latest voice, data, media and
collaboration features in today's global technology markets. It
also operates as a Master Distributor for Nationwide Mobile Virtual
Network Operators (MVNO) and Independent Sales Organization (ISO)
as a Master Distributor for Pre-Paid Cell phone services, Cell
phone Accessories and Global Roaming Cell phones.
TPT Global reported a net loss attributable to shareholders of
$4.02 million for the year ended Dec. 31, 2021, compared to a net
loss attributable to shareholders of $8.07 million for the year
ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $8.55
million in total assets, $32.03 million in total liabilities,
$58.25 million in total mezzanine equity, and a total stockholders'
deficit of $81.73 million.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated April 14, 2022, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
which raises substantial doubt about its ability to continue as a
going concern.
TULEYRIES LAND: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Tuleyries Land Holdings, LLC
8 Barnett St
Berryville, VA 22611
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: April 11, 2023
Court: United States Bankruptcy Court
Western District of Virginia
Case No.: 23-50177
Debtor's Counsel: David Cox, Esq.
COX LAW GROUP
900 Lakeside Drive
Lynchburg, VA 24501
Email: david@coxlawgroup.com
Total Assets: $4,500,000
Total Liabilities: $2,386,137
The petition was signed by Robert Maxwell Emma as manager and
member.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VRYCQTI/The_Tuleyries_Land_Holdings_LLC__vawbke-23-50177__0001.0.pdf?mcid=tGE4TAMA
UNIVERSAL REHEARSAL: Liquidating Plan Confirmed by Judge
--------------------------------------------------------
Judge Michelle V. Larson has entered findings of fact, conclusion
of law and order confirming the Chapter 11 Plan of Liquidation
filed by Universal Rehearsal Partners, Ltd.
The Settlements are the product of arm's-length negotiation, and
have been proposed in good faith, for legitimate business purposes,
are supported by reasonably equivalent value and fair consideration
and reflects the Debtor's exercise of reasonable business judgment.
Entry into The Debtor has provided all interested parties with
sufficient and adequate notice and an opportunity to object and to
be heard with respect to the Settlements. The Settlements are
permissible under Bankruptcy Code § 1123(b).
The Debtor has proposed the Plan and all Plan Documents in good
faith and not by any means forbidden by law, as evidenced by, inter
alia, the facts and record of this Case, the Disclosure Statement,
the record made at the Confirmation Hearing, and the other
proceedings in this Case. The Plan's classification,
indemnification, Exculpation, Releases, and Injunction provisions
have been negotiated in good faith and at arm's-length; such
provisions are consistent with Bankruptcy Code §§ 105, 1122,
1123(b)(6), 1125, 1129, and 1142; and each provision is necessary
for the success of the Plan.
The Plan complies with Bankruptcy Code § 1129(a)(4) in that any
payments to be made by the Debtor or Liquidating Trustee for
services or for costs and expenses in connection with or incident
to this Case is approved by, or subject to the approval of, the
Court as reasonable.
Bankruptcy Code § 1129(a)(11) is satisfied in that the Plan is
feasible and provides for the liquidation, Wind-Down, and
dissolution of the Debtor. Specifically, the record demonstrates
that the Sale Proceeds are sufficient to pay all anticipated
Allowed Claims under the Plan in full.
A copy of the Plan Confirmation Order dated April 6, 2023 is
available at https://bit.ly/3zPmY4j from PacerMonitor.com at no
charge.
Counsel for the Debtor:
John J. Kane, Esq.
S. Kyle Woodard, Esq.
JaKayla J. DaBera, Esq.
KANE RUSSELL COLEMAN LOGAN PC
Bank of America Plaza, 901 Main Street, Suite 5200
Dallas, TX 75202
Tel.: (214) 777-4200
Fax: (214) 777-4299
E-mail: jkane@krcl.com
kwoodard@krcl.com
jdabera@krcl.com
About Universal Rehearsal Partners
Universal Rehearsal Partners, Ltd., is a Texas limited partnership
formed in 2001 between John Kirtland and Vince Barnhil for the
acquisition of certain real property and the operation at that
property of a business that leases practice rooms and rehearsal
spaces to musicians and bands.
Universal Rehearsal Partners sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-31966) on
Oct. 21, 2022, with up to $10 million in both assets and
liabilities. Marcus Morriss, managing member of the Debtor's
general partner, signed the petition.
Judge Michelle V. Larson oversees the case.
The Debtor is represented by Kane Russell Coleman Logan, PC.
VANMOOF GLOBAL: TriplePoint Marks $4.3M Loan at 15% Off
-------------------------------------------------------
TriplePoint Venture Growth BDC Corp has marked its $4,370,000 loan
extended to VanMoof Global Holding B.V to market at $3,694,000 or
85% of the outstanding amount, as of December 31, 2022, according
to a disclosure contained in the TriplePoint's Form 10-K for the
fiscal year ended December 31, 2022, recently filed with the
Securities and Exchange Commission.
TriplePoint is a participant in a Growth Capital Loan to VanMoof
Global Holding B.V. The loan accrues interest at a rate of 9%
(3.50% EOT payment) per annum. The loan matures on May 31, 2025.
TriplePoint Venture Growth BDC Corp, a Maryland corporation, was
formed on June 28, 2013 and commenced investment operations on
March 5, 2014. The Company is structured as an externally managed,
closed-end investment company that has elected to be treated as a
business development company (BDC) under the Investment Company Act
of 1940, as amended. The Company has elected to be treated, and
intends to qualify annually, as a regulated investment company
(RIC) under Subchapter M of the Internal Revenue Code of 1986, as
amended. The Company was formed to expand the venture growth stage
business segment of TriplePoint Capital LLC's investment platform.
The Company is externally managed by TriplePoint Advisers LLC,
which is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended, and is a wholly owned subsidiary
of TPC.
Vanmoof B.V. manufactures electric bikes. The Company offers
e-bkies with new features including electronic four-speed gear
shifting, integrated hydraulic brakes, and turbo boost power.
Vanmoof serves customers worldwide.
VBI VACCINES: Plans to Reduce Workforce, OKs 1-for-30 Stock Split
-----------------------------------------------------------------
VBI Vaccines Inc. announced plans to focus the Company's efforts on
the fight against hepatitis B (HBV), concentrating on broadening
access to VBI's FDA-approved 3-antigen HBV vaccine for adults,
PreHevbrio [Hepatitis B Vaccine (Recombinant)], and advancing its
HBV immunotherapeutic candidate, VBI-2601, which has the potential
to be part of a functional cure regimen for chronic HBV patients.
Jeff Baxter, VBI's president and CEO, commented: "The potential
impact our HBV programs can have on public health and patients'
lives continues to grow - already this year, with the necessary
infrastructure now in place, we've seen an encouraging increase of
PreHevbrio use in the U.S., and we've reported positive interim
Phase 2 data from a combination study of our HBV immunotherapeutic
and an siRNA candidate. Today's announcement is part of a focused
effort to enable us to achieve our corporate objectives and
continue to contribute meaningfully to this fight against hepatitis
B. We believe these difficult decisions and actions better
position VBI to deliver value to patients, our public health
partners, and our investors. These decisions, however, were not
taken lightly and I would like to extend my sincere thanks to all
employees affected by this restructuring for their steadfast
dedication to our mission and for their contributions to VBI's
progress to date."
Organizational Changes
As part of this commitment, the Company intends to reduce its
internal workforce by 30%-35% -- a reduction which is expected to
begin in April and complete by the end of June 2023. As a result
of this and other reductions in spend, VBI also expects its
operating expenses from normal business to be 30%-35% lower in the
second half of 2023 as compared with the second half of 2022.
Additionally, by mutual agreement, Christopher McNulty, VBI's
current chief financial officer, Head of Business Development, and
director, will resign from the Company and the Board of Directors
effective April 10, 2023. In his place, the Company and its Board
of Directors have appointed Nell Beattie, VBI's current Chief
Business Officer, as the new chief financial officer and Head of
Corporate Development. Ms. Beattie has also been elected to VBI's
Board.
During her eight years at VBI, Ms. Beattie has built significant
senior leadership experience, leading and contributing to various
functions and teams including corporate strategy, corporate
development, capital financing, commercial strategy, marketing,
communications, investor relations, legal, and human resources.
Preceding the appointment of Mr. McNulty, Ms. Beattie also served
as VBI's interim CFO from September 2017 to August 2018, and in her
time at the Company, has worked on numerous financings raising more
than $180 million. Prior to VBI, Ms. Beattie was a financial and
strategic consultant at Artisan Healthcare Consulting. Ms. Beattie
received her Bachelor of Arts in Mathematics from Dartmouth
College, and a Master of Business Administration from the Tuck
School of Business at Dartmouth College.
Reverse Stock Split
VBI's Board of Directors approved a 1-for-30 reverse stock split of
its issued and outstanding common shares. The reverse stock split
is anticipated to become effective on Wednesday, April 12, 2023, at
which time every 30 shares of VBI's issued and outstanding common
shares will be converted automatically into one issued and
outstanding common share. VBI's common shares are expected to
begin trading on a split-adjusted basis as of the commencement of
trading on Wednesday, April 12, 2023. VBI's common shares will
continue to trade on the Nasdaq Capital Market under the symbol
"VBIV" with a new CUSIP number of 91822J202. The reverse stock
split is intended to enable VBIV to regain compliance with Nasdaq's
continued listing requirements.
The reverse stock split will reduce the number of outstanding
common shares from 258,257,494 to approximately 8.6 million shares,
subject to adjustment for fractional share rounding, as
applicable.
The reverse stock split will affect all registered shareholders
equally and will not alter any shareholder's percentage interest in
the Company's equity, except to the extent the reverse stock split
would result in any shareholder owning a fractional share. No
fractional shares will be issued as a result of the reverse stock
split. Per the requirements of the Business Corporations Act
(British Columbia), under which the Company is regulated, if
fractional shares held by registered shareholders are to be
converted into whole shares, each fractional share remaining after
the completion of the consolidation that is less than half of a
share must be cancelled and each fractional share that is at least
half of a share must be rounded up to one whole share. No
shareholders will receive cash in lieu of fractional shares.
Proportional adjustments will be made to the number of shares of
the Company's common shares issuable upon exercise of options and
warrants, as well as the applicable exercise price. Beneficial
shareholders should contact their bank, broker, or custodian for
additional information on how the reverse stock split will affect
their holdings.
Computershare is acting as the exchange and transfer agent for the
reverse stock split and registered shareholders may direct
questions to Computershare by calling them at 1-800-564-6253 (U.S.
and Canada) or 1-514-982-7555 (outside North America), or by
writing them at corporateactions@computershare.com. Shareholders
holding their shares in book-entry form or brokerage accounts need
not take any action in connection with the reverse stock split.
Beneficial holders are encouraged to contact their bank, broker, or
custodian with any procedural questions.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines Inc. reported a net loss of $113.30 million for the
year ended Dec. 31, 2022, compared to a net loss of $69.75 million
s for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the
Company had $155.08 million in total assets, $36.94 million in
total current liabilities, $53.98 million in total non-current
liabilities, and $64.16 million in total stockholders' equity.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 13, 2023, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of December 31, 2022 and cash outflows
from operating activities for the year-ended December 31, 2022 and,
as such, will require significant additional funds to conduct
clinical and non-clinical trials, commercially launch its products,
and achieve regulatory approvals that raise substantial doubt about
its ability to continue as a going concern.
VERACODE INC: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of 'B' for Mitnick Parent, L.P. and Mitnick Corporate
Purchaser, Inc. (collectively dba Veracode, Inc.). The Rating
Outlook is Stable. Fitch has affirmed Veracode's $75 million super
priority secured revolving credit facility (RCF) at 'BB'/'RR1'.
Fitch has also affirmed the $815 million first-lien secured term
loan at 'B+'/'RR3'. Mitnick Corporate Purchaser, Inc. is the issuer
of the credit facilities.
Veracode's ratings are supported by its leading position in an
emerging and growing area within cyber security. The ratings are
limited by the company's aggressive capital structure.
KEY RATING DRIVERS
Secular Tailwinds Supporting Growth: The application security
testing market is estimated to grow in the mid-teen CAGR range
through the medium term, according to various market research. The
vastly expanding footprint of devices across networks creates
increasing challenges for traditional approaches to network
security.
Efforts to secure information and devices are evolving from network
fire walls and end-points security to increasing focus on software
applications to detect vulnerabilities at the software
application-development stage. As application security awareness is
incorporated into the software-development process, providers of
tools for application-security testing should benefit from the
rising demand.
Market Penetration Catalyst for Growth: Fitch believes
application-security testing market growth will be driven by
increasing awareness that rising complexity in networks and devices
would render traditional network-centric solutions insufficient.
While it is widely recognized that reducing software application
vulnerabilities is effective in addressing information security,
best practices in software development are not always followed as
organizations balance development time and resources with best
practices discipline. Continuing market education and regulatory
enforcements are increasing such discipline and demand for greater
emphasis on application security.
Leader in Niche Subsegment: Application-security testing is a niche
market with a few leading suppliers, including Veracode; Synopsys,
Inc.; Checkmarx Ltd; Micro Focus International plc; and WhiteHat
Security, Inc. Veracode's solution was developed as a cloud-based
software-as-a-service solution that supports easy scalability and
implementation. While the industry consists of numerous viable
competing products, Fitch expects customer retention to be high for
the industry as solutions become standard tools within customers'
software-development workflow.
High Revenue Retention Rate and Recurring Revenue: During fiscal
2022, recurring revenue represented over 96% of total revenue and
retention rates remained high. Fitch believes these characteristics
are reflective of a mission-critical product embedded in the
customers' workflow. In conjunction with a subscription revenue
model, these attributes provide strong revenue visibility. The
resilient business model was demonstrated through the coronavirus
pandemic in fiscal 2021-2022 when revenue grew by low-teens, above
Fitch's previous estimates of a high-single digit growth rate.
Diversified Customer Base: During Fiscal 2022, Veracode served
about 2,500 customers in the enterprise and midmarket segments,
over 1,000 of which were added since 2017. The largest customer
represents less than 5% of total revenue while the top 50 customers
contributed to roughly 40% of revenue. Veracode also has a diverse
cross-section of industries served that is representative of
industry verticals that are particularly sensitive to information
security, such as financial services. In Fitch's view, the diverse
set of customers and industry verticals should minimize
idiosyncratic risks that may arise from particular customers or
industries.
Narrow Product Focus: Veracode focuses on the narrow segment of
application security testing. While this is an emerging and growing
segment, the narrow focus could expose the company to risks
associated with the evolving cybersecurity industry including
technology disruptions. Segment growth depends on broader adoption
of application security testing by software-development
organizations.
Elevated Financial Leverage: Fitch estimates gross leverage to be
7.6x in fiscal 2023 and declining to mid-5x in fiscal 2026
primarily driven by EBITDA growth. Given the scale and the private
equity ownership of the company, Fitch believes the company is
likely to optimize ROE through acquisitions to accelerate growth or
dividends to the new owners while maintaining some level of
financial leverage.
DERIVATION SUMMARY
Veracode operates in the subsegment of application-security testing
within the enterprise-security market that has traditionally
included network firewalls and end-point security. The broader
enterprise-security market has been growing, supported by greater
awareness around security breaches and the increasing complexity of
IT networks and applications. Application security also benefits
from industry secular growth trends. Within the
application-security testing subsegment, Veracode is perceived as
one of the leaders. Within the broader enterprise security market,
peers include Gen Digital Inc. (BB+/Negative).
Veracode has smaller revenue scale and lower EBITDA margins than
Gen Digital Inc. Veracode also has significantly higher gross
leverage. Fitch also compares Veracode with Synopsys, Inc., a
direct peer to Veracode. Synopsys' fiscal 2022 EBITDA margin (37%)
is comparable with that of Veracode. However, Synopsys has a
greater revenue diversity as it also has products beyond
application security.
KEY ASSUMPTIONS
KEY ASSUMPTIONS
- Organic revenue growth in the high-single-digits;
- EBITDA margins maintained in the 30 range;
- Capex intensity remaining at approximately 3% of revenue;
- Debt repayment limited to mandatory amortization;
- Aggregate acquisitions of $75 million through FY2026.
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that Veracode would be reorganized
as a going-concern in bankruptcy rather than liquidated;
- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
- In the event of distress, Fitch assumes Veracode would suffer
from greater customer churn and margin compression on a lower
revenue scale. Veracode's GC EBITDA is assumed to be $82 million,
approximately 15% below estimated FY2022 EBITDA of $95 million (35%
margin). The company has been growing its revenue scale and
benefiting from operating leverage. The highly recurring revenue
and high revenue retention rate provides significant visibility to
future profitability.
- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which the agency bases the
enterprise valuation.
- An EV multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
- The historical bankruptcy case study exit multiples for
technology peer companies ranged from 2.6x-10.8x;
- Of these companies, only three were in the Software sector: Allen
Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc.,
which received recovery multiples of 8.4x,8.1x, and 5.5x,
respectively;
- Veracode's public peers continue to trade at very high
valuations, between 23x-44x owing to the recurring revenue
characteristics and mission critical nature of the business
models;
- The highly recurring nature of Veracode's revenue and mission
critical nature of the product support the high-end of the recovery
range;
- Fitch arrived at an EV of $574 million. After applying the 10%
administrative claim, adjusted EV of $516million is available for
claims by creditors. This resulted in a 'RR3' Recovery Rating for
Veracode's first-lien TL and an 'RR1' for its super-priority RCF.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch's expectation of EBITDA leverage sustaining below 5.5x;
- (CFO-capex)/debt ratio sustaining near 7.5%;
- EBITDA interest coverage sustaining above 2.0x;
- Organic revenue growth sustaining above the high single digits.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Fitch's expectation of EBITDA leverage sustaining above 7.5x;
- (CFO-capex)/debt ratio sustaining below 2.5%;
- EBITDA Interest coverage sustaining below 1.5x;
- Organic revenue growth sustaining near or below 0%.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch projects that Veracode's liquidity will
be adequate, supported by its FCF generation and $75 million
availability under its super senior RCF alongside readily available
cash and cash equivalents. Fitch expects Veracode's cash flow to be
supported by normalized EBTIDA margins in the mid-30's. Further
limiting liquidity risk is Veracode's interest rate caps that the
company has purchased capping $400 million of debt at 4% and $300
million at 5% for three years.
Debt Structure: Veracode has $815 million of secured first-lien
debt due 2029. Given the recurring revenue nature of the business,
limited maturities over the rating horizon and adequate liquidity,
Fitch believes Veracode will be able to make its required debt
payments.
ISSUER PROFILE
Veracode is a provider of application security solutions delivered
through a cloud-based platform and the scale of ancillary and
related services. It helps customers address the acute threat posed
by hackers targeting vulnerabilities to gain control
overapplications and access critical data.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Mitnick Corporate
Purchaser, Inc. LT IDR B Affirmed B
senior secured LT B+ Affirmed RR3 B+
super senior LT BB Affirmed RR1 BB
Mitnick Parent,
L.P. LT IDR B Affirmed B
VIRGIN ORBIT: Gets Court Okay for $23 Million Bankruptcy Financing
------------------------------------------------------------------
Vince Sullivan of Law360 reports that satellite launch company
Virgin Orbit received interim approval Wednesday for its Chapter 11
financing, making $12.25 million of new liquidity available
immediately after a Delaware bankruptcy judge addressed concerns
over a roll-up of prepetition debt.
About Virgin Orbit
Virgin Orbit Holdings, Inc (Nasdaq: VORB) --
http://www.virginorbit.com/-- operates one of the most flexible
and responsive space launch systems ever built. Founded by Sir
Richard Branson in 2017, the Company began commercial service in
2021, and has already delivered commercial, civil, national
security, and international satellites into orbit. Virgin Orbit's
LauncherOne rockets are designed and manufactured in Long Beach,
California, and are air-launched from a modified 747-400 carrier
aircraft that allows Virgin Orbit Holdings, Inc., to operate from
locations all over the world in order to best serve each customer's
needs.
Virgin Orbit Holdings, Inc., and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10405) on April 4, 2023.
In the petition filed by Daniel M. Hart, as chief executive, the
Debtor reported total assets amounting to $242,978,000 and total
debtamounting to $153,491,000 as of Sept. 30, 2022.
The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM
& WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker
and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as
restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is
the claims agent.
VISTAM INC: Case Summary & 17 Unsecured Creditors
-------------------------------------------------
Debtor: Vistam, Inc.
2375 Walnut Avenue
Signal Hill, CA 90755
Business Description: Vistam is a provider of engineering and
technical services.
Chapter 11 Petition Date: April 10, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-12137
Debtor's Counsel: Selwyn Whitehead, Esq.
LAW OFFICES OF SELWYN D. WHITEHEAD
4650 Scotia Ave
Oakland CA 94605
Tel: 510-633-1276
Email: selwynwhitehead@yahoo.com
Total Assets: $2,603,011
Total Liabilities: $939,286
The petition was signed by Baltazar Tamayo, Jr. as VP of Field
Operations.
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/YB5EB5I/Vistam_Inc__cacbke-23-12137__0001.0.pdf?mcid=tGE4TAMA
VOYAGER DIGITAL: Loan Claim Deal With FTX Approved
--------------------------------------------------
Rick Archer of Law360 reports that a New York bankruptcy judge
Wednesday, April 5, 2023, approved an agreement between bankrupt
cryptocurrency platforms Voyager Digital and FTX for Voyager to set
aside $445 million pending the resolution of an attempt by an FTX
affiliate to claw back loan payments.
As reported in the TCR, Voyager Digital Ltd. agreed to reserve $445
million in case it loses a bankruptcy court fight with FTX Group,
instead of quickly handing the cash to creditors under the crypto
firm's plan to end its insolvency case. Under a deal between the
two bankrupt companies, FTX will drop its demand that Voyager repay
certain loans, but will continue to press for the return of as much
as $445 million worth of
cryptocurrencies. The companies will try to resolve the
cryptocurrency fight in mediation.
The agreement lays out a plan for untangling cryptocurrency loans
made last 2022 between the two firms as the industry fought to
survive the decline of digital assets, known among insiders as
crypto winter.
Before Voyager went bankrupt in July 2022, FTX had borrowed
hundreds of millions of dollars worth of crypto, but also agreed to
let Voyager borrow as much as $500 million of cash and digital
assets. After Voyager entered bankruptcy, FTX returned the crypto
it had borrowed. Around that time, FTX offered to rescue Voyager by
buying the crypto exchange. Eventually FTX went bankrupt itself and
backed away from its rescue
proposal.
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through
its subsidiary Coinify ApS, Voyager provides crypto payment
solutions for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider; and
Deloitte & Touche, LLP as accounting advisor. Stretto, Inc., is
the claims agent.
On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped McDermott Will & Emery, LLP as
bankruptcy counsel; FTI Consulting, Inc. as financial advisor;
Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq
Corporate Restructuring, LLC as noticing and information agent.
The committee also tapped the services of Harney Westwood &
Riegels, LP, in connection with Three Arrows Capital Ltd.'s
liquidation proceedings in British Virgin Islands.
On July 6, 2022, the Debtors filed a joint Chapter 11 plan of
reorganization.
* * *
Following an auction process, the Debtors in September 2022
selected the bid submitted by FTX US' West Realm Shires Inc. as the
winning bid for the assets. But after a series of events, FTX
collapsed in November 2022, before the sale could be completed.
After reopening bidding, Voyager Digital selected the offer from
U.S. exchange BAM Trading Services Inc. (doing business as
"Binance.US") as the highest and best bid for its assets. Binance's
bid is valued at $1.022 billion.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10, 2022, showing FTX had
$13.86 billion in liabilities and $14.6 billion in assets. However,
only $900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
WESTERN URANIUM: Needs More Time to File 2022 Annual Report
-----------------------------------------------------------
Western Uranium & Vanadium Corp. 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 has experienced a delay in completing the information
necessary for inclusion in its Form 10-K as certain financial and
other information necessary for an accurate and full completion of
the Report could not be provided within the prescribed time period
without unreasonable effort or expense. The Company expects to
file its Form 10-K Annual Report within the allotted extension
period.
About Western Uranium & Vanadium
Western Uranium & Vanadium Corp. is engaged in the business of
exploring, developing, mining and production from its uranium and
vanadium resource properties.
Western Uranium reported a net loss of $2.07 million for the year
ended Dec. 31, 2021, compared to a net loss of $2.39 million for
the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company
had $33.71 million in total assets, $3.96 million in total
liabilities, and $29.75 million in total shareholders' equity.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 15, 2022, citing that the Company has incurred continuing
losses and negative cash flows from operations and is dependent
upon future sources of equity or debt financing in order to fund
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
WEWORK INC: Commences Exchange Offers, Consent Solicitations
------------------------------------------------------------
WeWork Inc. announced that WeWork Companies LLC (the "Issuer") and
WW Co-Obligor Inc., each a subsidiary of the Company, have
commenced separate offers to exchange any and all of the
outstanding Issuers' 7.875% Senior Notes due 2025 and 5.00% Senior
Notes due 2025, Series II for either (a) if Eligible Holders elect
to purchase their applicable Pro Rata Portion of $500.0 million in
aggregate principal amount of new 15.00% (7.00% Cash/8.00% PIK)
First Lien Senior Secured PIK Notes due 2027 issued by the Issuers,
at their option, (x) a combination of new 11.00% (5.00% Cash/6.00%
PIK) Second Lien Senior Secured PIK Notes due 2027 issued by the
Issuers and shares of Class A Common Stock, par value $0.0001 per
share, of the Company or (y) shares of Class A Common Stock or (b)
if Eligible Holders do not elect to purchase their applicable Pro
Rata Portion of New First Lien Notes, at their option, (x) a
combination of new 12.00% Third Lien Senior Secured PIK Notes due
2027 issued by the Issuers and shares of Class A Common Stock or
(y) shares of Class A Common Stock.
In addition, the Issuers are soliciting consents from Eligible
Holders of the Old Notes to adopt certain proposed amendments to
the Senior Notes Indenture, dated as of April 30, 2018, governing
the Old 7.875% Notes, and the Amended and Restated Senior Notes
Indenture, dated as of Dec. 16, 2021, governing the Old 5.00%
Notes, to eliminate substantially all of the restrictive covenants
contained in the Old Notes Indentures and the Old Notes, eliminate
certain events of default, modify covenants regarding mergers and
consolidations and modify or eliminate certain other provisions,
including certain provisions relating to future guarantors and
defeasance, in each case upon the terms and subject to the
conditions set forth in the confidential offering memorandum and
consent solicitation statement, dated April 3, 2023.
Certain holders representing approximately 57% of the aggregate
principal amount of the Old 7.875% Notes and approximately 68% of
the aggregate principal amount of the Old 5.00% Notes have already
agreed to tender their Old Notes in the Exchange Offers and provide
their consent to support the Proposed Amendments in the Consent
Solicitations. Therefore, the Company received advance commitments
from a sufficient number of holders of Old Notes for the adoption
of the Proposed Amendments, assuming the consummation of the
Exchange Offers and the Consent Solicitations.
Each Exchange Offer and the related Consent Solicitation will
expire at 5:00 p.m., New York City time, on May 1, 2023, unless
extended or terminated earlier. Subject to the tender acceptance
procedures described in the Offering Memorandum, Eligible Holders
who validly tender Old Notes by 5:00 p.m., New York City time, on
April 14, 2023, unless extended, will receive from the Issuers (i)
for each $1,000 principal amount of Old Notes validly tendered (and
not validly withdrawn) at or prior to the Early Exchange Time and
accepted for exchange, the applicable early exchange consideration
and (ii) for each $1,000 principal amount of Old Notes validly
tendered and not validly withdrawn after the Early Exchange Time
and at or prior to the Expiration Time and accepted for exchange,
the applicable late exchange consideration. No consideration will
be paid for Consents in the Consent Solicitations. Tenders of Old
Notes may be withdrawn and Consents may be revoked prior to the
applicable Withdrawal Deadline (as defined in the Offering
Memorandum), but not thereafter, subject to limited exceptions,
unless such Withdrawal Deadline is extended by the Issuers at their
sole discretion.
In order to receive the First Option Consideration or the Second
Option Consideration from the Issuers, each participating Eligible
Holder is obligated to pay the full purchase price related to its
Pro Rata Portion of the New First Lien Notes, calculated in
accordance with the payment worksheet attached to the Offering
Memorandum, by wire transfer of immediately available funds to Epiq
Corporate Restructuring, LLC in accordance with the instructions
included in the Payment Worksheet by 5:00 p.m., New York City time,
May 2, 2023 unless extended. The Issuers will extend the
applicable Funding Date and Backstop Funding Date (as defined in
the Offering Memorandum) in the case of certain Backstop Parties in
accordance with the Transaction Support Agreement (as defined in
the Offering Memorandum). "Pro Rata Portion" means, for any
Eligible Holder, (i) (x) the aggregate dollar amount of Old Notes
tendered for exchange by such Eligible Holder divided by (y) $1,219
million multiplied by (ii) $500 million (calculated in the Payment
Worksheet as 0.41017227 per dollar of principal amount tendered,
rounded down to the nearest whole dollar, for each block of Old
Notes tendered).
Each participating Eligible Holder must tender all of the Old Notes
it holds. Partial tenders of Old Notes will not be accepted.
The New First Lien Notes will bear interest at a rate of 15.00% per
year, subject to any Default Interest (as defined in the Offering
Memorandum), payable semi-annually, with 7.00% of such interest to
be payable in cash and 8.00% of such interest to be payable by
increasing the outstanding principal amount thereof. The New
Second Lien Notes will bear interest at a rate of 11.00% per year,
subject to any Default Interest, payable semi-annually, with 5.00%
of such interest to be payable in cash and 6.00% of such interest
to be payable in the form of PIK Interest. The New Third Lien
Notes will bear interest at a rate of 12.00% per year, subject to
any Default Interest, payable semi-annually in full in the form of
PIK Interest. Eligible Holders who tender Old Notes in the Exchange
Offers and elect the First Option Consideration or the Second
Option Consideration but do not pay the full applicable New First
Lien Purchase Price by the Funding Date will automatically be
deemed to have elected to receive the Fourth Option Consideration
and will therefore renounce its right to repayment on its Old Notes
and receive shares of Class A Common Stock from the Issuers in the
Exchange Offers.
Eligible Holders may not tender their Old Notes pursuant to the
applicable Exchange Offer without delivering a Consent with respect
to such series of Old Notes tendered pursuant to the related
Consent Solicitation, and Eligible Holders may not deliver a
Consent pursuant to the related Consent Solicitation without
tendering the related Old Notes pursuant to the related Exchange
Offer.
The consummation of each of the Exchange Offers, the Consent
Solicitations and the New First Lien Notes Issuance is subject to,
and conditioned upon the satisfaction or waiver by the Issuers of,
the Minimum Participation Condition, the Stockholder Approval
Condition, the Requisite Consents Condition and the General
Conditions (each as defined in the Offering Memorandum). Subject
to applicable law, the Issuers may amend, extend, terminate or
withdraw one of the Exchange Offers and related Consent
Solicitation without amending, extending, terminating or
withdrawing the other, at any time and for any reason, including if
any of the conditions set forth under "Conditions to the Exchange
Offers and the Consent Solicitations" in the Offering Memorandum
with respect to the applicable Exchange Offer is not satisfied as
determined by the Issuers in their sole discretion.
The New First Lien Notes Issuance and each Exchange Offer is being
made, and the Securities are being offered and issued (i) with
respect to the New Notes, (a) in the United States, to holders of
Old Notes who are reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A promulgated under
the Securities Act of 1933, as amended, and (b) outside the United
States, to holders of Old Notes who are persons other than U.S.
persons in reliance upon Regulation S promulgated under the
Securities Act and (ii) with respect to the shares of Class A
Common Stock, to institutions that are "accredited investors" as
defined in Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D
under the Securities Act. Holders of Old Notes who have certified
to the Issuers that they are eligible to participate in the
applicable Exchange Offer pursuant to subclauses (i)(a) or (i)(b)
and (ii) of the foregoing conditions are referred to as "Eligible
Holders." Only Eligible Holders are authorized to receive or
review the Offering Memorandum or to participate in the Exchange
Offers. Copies of all the documents relating to the Exchange
Offers and Consent Solicitations may be obtained from the Exchange
Agent, subject to confirmation of eligibility through the
submission of an Eligibility Letter, available at
https://dm.epiq11.com/wwexchange. Alternatively, you may request
the Eligibility Letter via email to tabulation@epiqglobal.com.
Eligible Holders of the Old Notes are urged to carefully read the
entire Offering Memorandum, including the information presented
under "Risk Factors," and "Cautionary Note Regarding
Forward-Looking Statements," and the documents incorporated by
reference into the Offering Memorandum, including the Company's
consolidated financial statements and the accompanying notes
thereto included in the Company's Annual Report on Form 10-K for
the year ended Dec. 31, 2022 as filed with the U.S. Securities and
Exchange Commission on March 29, 2023, before making any decision
with respect to the New First Lien Notes Issuance, the Exchange
Offers or the Consent Solicitations. None of the Issuers, their
respective subsidiaries, the Exchange Agent, the Dealer Manager,
the applicable trustees and collateral agents under the indentures
governing the Old Notes and the New Notes, or any of their
respective affiliates, makes any recommendation as to whether
Eligible Holders of Old Notes should participate in the New First
Lien Notes Issuance, tender their Old Notes pursuant to the
applicable Exchange Offer or deliver Consents pursuant to the
related Consent Solicitation. Each Eligible Holder must make its
own decision as to whether to participate in the New First Lien
Notes Issuance and whether to tender its Old Notes and to deliver
Consents and, if so, the principal amount of Old Notes as to which
action is to be taken.
The Exchange Offers, the New First Lien Notes Issuance and the
Securities have not be registered under the Securities Act or any
other applicable securities laws and, unless so registered, the
Securities may not be offered, sold, pledged or otherwise
transferred within the United States or to, or for the account or
benefit of, "U.S. persons" (as defined in Rule 902 under the
Securities Act), except in transactions exempt from, or not subject
to, the registration requirements of the Securities Act and any
other applicable securities laws. ADDITIONALLY, THE ISSUANCE OF
THE CLASS A COMMON STOCK AS PART OF THE EXCHANGE CONSIDERATION HAS
NOT BEEN REGISTERED AND SUCH CLASS A COMMON STOCK CANNOT BE RESOLD
IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, WHICH WILL
CONSTITUTE A SIGNIFICANT ADDITIONAL RESTRICTION ON THE ABILITY TO
RESELL SUCH CLASS A COMMON STOCK. As a result, the Class A Common
Stock will be issued solely on the books of the Transfer Agent (as
defined in the Offering Memorandum).
The Company will provide customary registration rights for the
resale of Class A Common Stock issued as Exchange Consideration to
all Eligible Holders who participate in the Exchange Offers and who
provide certain required information.
The Company has engaged PJT Partners LP as the dealer manager for
the Exchange Offers and Consent Solicitations. Epiq Corporate
Restructuring, LLC has been appointed as the Exchange Agent.
Questions concerning the Exchange Offers and the Consent
Solicitations may be directed to the Dealer Manager or the Exchange
Agent, in accordance with the contact details shown on the back
cover of the Offering Memorandum.
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1813756/000119312523088933/d493449dex991.htm
About WeWork
New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a
global flexible workspace provider, serving a membership base of
businesses large and small through its network of 779 Systemwide
Locations, including 622 Consolidated Locations as of December
2022.
WeWork reported a net loss of $2.29 billion for the year ended Dec.
31, 2022, a net loss of $4.63 billion for the year ended Dec. 31,
2021, a net loss of $3.83 billion in 2020, and a net loss of $3.77
billion in 2019. As of Dec. 31, 2022, the Company had $17.86
billion in total assets, $21.31 billion in total liabilities, and a
total deficit of $3.43 billion.
[*] David Stratton Joins Whiteford Taylor as Senior Counsel
-----------------------------------------------------------
Whiteford, Taylor & Preston announced that leading bankruptcy
attorney David B. Stratton has joined the firm's Wilmington,
Delaware, office as Senior Counsel.
"We are extremely pleased to welcome David to the firm," said
Managing Partner Martin Fletcher. "He brings to Whiteford more than
45 years of experience as a leading bankruptcy advisor, is a
well-respected member of the Delaware bar and further enhances our
services to our expanding Delaware client base."
Mr. Stratton represents debtors, creditors' committees, secured and
individual creditors, and parties-in-interest as both lead and
co-counsel in bankruptcy courts in the Districts of Delaware and
Maryland, the Southern District of New York and other U.S.
bankruptcy courts. He has significant experience representing
clients in bankruptcy litigation.
He has also practiced law in Delaware for his entire career and has
played important roles in many of the bankruptcy cases in the
Delaware bankruptcy court. He served on three merit selection
panels, chairing one. He is a member of the Board of Directors of
Christiana Care Health Systems and Chairs the Board of Christiana
Care Health Services. He also chaired Delaware's Combined Campaign
for Justice and was Chair of the Better Business Bureau of
Delaware.
Paul Nussbaum, Co-chair of the firm's Business Solutions,
Restructuring & Financial Litigation Section, said, "In addition to
his significant experience in the field of bankruptcy, David brings
deep Delaware connections and an understanding of the historic
economic challenges facing a wide range of industries."
Mr. Stratton is consistently recognized by Chambers USA as a Band 1
leading practitioner in Bankruptcy/Restructuring. He is a Fellow
with the American College of Bankruptcy.
About Whiteford
With over 190 attorneys, Whiteford -- http://www.whitefordlaw.com/
-- provides a comprehensive range of sophisticated, cost-effective
business law and litigation services to clients ranging from
innovative start-ups to middle market companies to global
enterprises. Our growing Mid-Atlantic footprint includes seventeen
offices in Delaware, D.C., Kentucky, Maryland, New York,
Pennsylvania and Virginia.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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