/raid1/www/Hosts/bankrupt/TCR_Public/230413.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, April 13, 2023, Vol. 27, No. 102
Headlines
132 30TH STREET: Seeks to Hire Jaleel Adam as Real Estate Counsel
132 30TH STREET: Taps National Homes Direct as Real Estate Broker
5280 AURARIA: Seeks Cash Collateral Access
57-36 MYRTLE AVE: Seeks to Hire Bronson Law as Bankruptcy Counsel
723 QUINCY STREET: SARE Hits Chapter 11 Bankruptcy
7614 LLC: Taps Goldberg Weprin Finkel Goldstein as Legal Counsel
ALDRICH PUMP: Cancer Patients Seeks Dismissal of Cases
ALL-CARE PHARMACY: Commences Subchapter V Bankruptcy
ALL-CARE PHARMACY: Gets OK to Hire Sonoran as Financial Advisor
ALL-CARE PHARMACY: Gets OK to Tap Moyes Sellers as Special Counsel
ALLEGIANCE COAL: Panel Taps Whiteford Taylor & Preston as Counsel
ALPINE 4 HOLDINGS: Requires More Time to Complete Annual Report
AMERICAN SCREENING: Seeks Cash Collateral Access
ANDOVER SENIOR: Wins Cash Collateral Access Thru July 31
ARMSTRONG FLOORING: U.S. Trustee Opposes "Structured Dismissal"
ARUZE GAMING: Committee Taps Province LLC as Financial Advisor
ARUZE GAMING: Committee Taps Schwartz Law as Bankruptcy Counsel
ARUZE GAMING: Committee Taps Sheppard as Co-Counsel
ATLAS SYSTEMS: Seeks to Use $642,710 of Cash Collateral
B&G PROPERTY: Files Amendment to Disclosure Statement
BAIS YAAKOV: Taps Solomon Rosengarten as Bankruptcy Attorney
BDF ACQUISITION: Moody's Raises CFR to 'B3', Outlook Stable
BED BATH & BEYOND: BlackRock Has 1.5% Equity Stake as of March 31
BERTUCCI'S RESTAURANTS: Unsecureds to Get Share of GUC Payment
BIOSTAGE INC: To Raise $6M Financing to Advance Clinical Trial
BITNILE METAVERSE: Agrees to Pay White River $3.25 Million
BLITMAN SARATOGA: Unsecureds Will Get 50% of Claims in Plan
BRH-GARVER CONSTRUCTION: Voluntary Chapter 11 Case Summary
BURGER BUILDING: Seeks to Hire Bronson Law as Bankruptcy Counsel
CANADA DRIVES: Financial Woes Prompt CCAA Filing
CANO HEALTH: Three Directors Quit Over Disagreements
CANOPY GROWTH: To Acquire 45% Common Shares of Les Serres
CARVANA CO: Bondholders May Get Bigger in Bankruptcy Than Debt Swap
CEN BIOTECH: Delays Annual Report to Complete Financial Statements
CHIMICHURRI CHICKEN: Taps Law Offices of Alla Kachan as Counsel
CHURCHILL DOWNS: Moody's Rates New $600MM Sr. Unsecured Notes 'B1'
CHURCHILL DOWNS: S&P Affirms 'BB' ICR, Outlook Negative
CLEVELAND-CLIFFS INC: Moody's Rates New $750MM Unsec. Notes 'Ba3'
CLEVELAND-CLIFFS INC: S&P Rates Unsecured Guaranteed Notes 'BB-'
CLUBHOUSE MEDIA: Reports 2022 Financial Results
COCOMOES LLC: Court OKs Interim Cash Collateral Access
CORONET CERAMICS: Case Summary & 11 Unsecured Creditors
CORRELATE INFRASTRUCTURE: Incurs $7.2 Million Net Loss in 2022
CORSAMI GROUP: Seeks to Hire Seth Twum & Company as Accountant
COVENANT ROOFING: Case Summary & 20 Largest Unsecured Creditors
CURITEC LLC: Court OKs Interim Cash Collateral Access
D&D BAKER: Seeks to Hire A&B Tax Services as Accountant
DAVENPORT EXTREME: Files Emergency Bid to Use Cash Collateral
DECADE SAC: Judge Removes Matters From Mandatory Mediation
DIOCESE OF HARRISBURG: Taps Holland & Knight as New Counsel
DIVERSIFIED HEALTHCARE: S&P Places 'CCC+' ICR on Watch Positive
DYNATRACE LLC: Moody's Withdraws 'Ba2' Corporate Family Rating
EAGLE LEDGE: Wins Interim Cash Collateral Access Thru Oct 31
EARLY BIRD PEDIATRIC: Commences Subchapter V Case
EMERALD ELECTRICAL: Court OKs Cash Collateral Access Thru April 27
ENDEAVOR ENERGY: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
ESCO LTD: Shoe City Files for Chapter 11 to Close All 39 Locations
EVOKE PHARMA: Receives Notice of Allowance for GIMOTI Application
FIELD TRIP: Gets Initial Stay Order; PWC as Monitor
FREE SPEECH: Can't Pay Firms Rejected by Court, Says UST
FREEPORT-MCMORAN INC: S&P Affirms 'BB+' LT Issuer Credit Rating
FTX TRADING: EU Unit Files Petition for Swiss Moratorium Process
GARCIA GRAIN: Court OKs Cash Collateral Access Thru May 10
GAUCHO GROUP: Delays Filing of 2022 Annual Report
GROM SOCIAL: Delays Annual Report to Complete Disclosures, Analyses
GUARDIAN FUND: Case Summary & 20 Largest Unsecured Creditors
H2O INVESTMENT PROPERTIES: Starts Subchapter V Bankruptcy Case
HERMANOS GONZALES: Taps Grealish McZeal as Legal Counsel
HERSCHEND ENTERTAINMENT: S&P Upgrades ICR to 'BB-', Outlook Stable
HOME POINT: Moody's Affirms 'B3' CFR Amid Loan Store Transaction
HUMANIGEN INC: Seeks 180-day Extension to Regain Nasdaq Compliance
IBIO INC: Awards 225K Restricted Stock Units to Employees
INVENERGY THERMAL: Moody's Affirms Ba2 Rating on Secured Loans
JAGUAR HEALTH: Registers 109,104 Shares Under 2014 Incentive Plan
KANSAS CITY RVS: Unsecureds to Split $60K in Subchapter V Plan
KCW GROUP: Court OKs Cash Collateral Access Thru May 10
KEW NDBM HOLD: Seeks to Hire Jacobs P.C. as Counsel
KNIFE RIVER: Moody's Assigns 'Ba2' CFR, Outlook Stable
LIFESCAN GLOBAL: S&P Downgrades ICR to CCC+, On Watch Negative
LTL MANAGEMENT: Cancer Victims' Lawyers Vow to Fight $8.9-Bil. Deal
MAGNA GOLD: Switches to Restructuring Under CCAA
MIA PROCESSING: Gets OK to Hire Catalan Caboor & Co. as Accountant
NATIONAL CINEMEDIA: Case Summary & 30 Largest Unsecured Creditors
NATIONAL CINEMEDIA: Files Chapter 11 to Facilitate Restructuring
NEW BEGINNING: Case Summary & Four Unsecured Creditors
NIELSEN & BAINBRIDGE: Committee Hires Archer as Texas Counsel
NIELSEN & BAINBRIDGE: Committee Taps Lowenstein as Lead Counsel
NOVABAY PHARMACEUTICALS: Widens Net Loss to $10.6 Million in 2022
NXT ENERGY: Widens Net Loss to C$6.7 Million in 2022
O'CONNOR CONSTRUCTION: Court OKs Cash Access Thru July 31
ODEBRECHT DRILLING: Chapter 15 Case Summary
OFFICE PROPERTIES: S&P Places 'BB' ICR on CreditWatch Negative
OUR CITY MEDIA: Seeks Cash Collateral Access
PARTY CITY: Updates Unsecured Claims Pay; Files Amended Plan
PRECISION DRILLING: S&P Upgrades ICR to 'B+', Outlook Stable
PURDUE PHARMA: Reaches Deal to Sell Avrio Business for $397Mil.
PURE FISHING: Moody's Cuts CFR to 'Caa2', Outlook Negative
QUARTZ ACQUIRECO: Moody's Gives 'B1' CFR, Outlook Stable
RAGING BULL: Unsecured Creditors to be Paid in Full in 5 Years
RESCOM LTD: Files Emergency Bid to Use Cash Collateral
RIDER HOTEL: Seeks Approval to Hire Wegner CPAs as Tax Preparer
SANUWAVE HEALTH: Posts $10.3 Million Net Loss in 2022
SKILLZ INC: Widens Net Loss to $438.9 Million in 2022
SOUTHERN GENERAL: A.M. Best Cuts LT Issuer Rating to bb(Fair)
SPI ENERGY: Needs More Time to File Annual Report
STARKCORP INC: Seeks to Hire Peachtree-Grace CPAs as Accountant
SVB FINANCIAL: Wants to Pause Two Upcoming UBS Arbitration Cases
TECHNICAL ORDNANCE: Wins Interim Cash Collateral Access
TEHUM CARE: Capitol Eye Care's Lawsuit Stayed Through May 18
TENTRR INC: Taps Analytic Financial Group as Financial Advisor
TROIKA MEDIA: Inks Settlement Pacts With Preferred Stockholders
UPBOUND GROUP: Moody's Affirms Ba2 CFR & Alters Outlook to Negative
VBI VACCINES: BlackRock Has 4.9% Equity Stake as of March 31
VECTO INC: Starts Subchapter V Bankruptcy Proceedings
VERMILION ENERGY: S&P Affirms 'B+' ICR, Outlook Stable
VISTAGEN THERAPEUTICS: Receives New European Patent for AV-101
WAHOO FITNESS: Moody's Lowers CFR to 'Ca', Outlook Negative
WAND NEWCO 3: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
WARNER SCIENCE: Available Cash & Asset Sale Proceeds to Fund Plan
WINDHAVEN TOP: Denial of RRC's Lift Stay Motion Affirmed on Appeal
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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132 30TH STREET: Seeks to Hire Jaleel Adam as Real Estate Counsel
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132 30th Street of Brooklyn Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Jaleel Adam, Attorney at Law, PLLC as special real estate counsel.
The Debtor needs a real estate counsel for legal representation in
the sale of its real property located at 132 30th St., Brooklyn,
N.Y.
Jaleel Adam, Esq., has agreed to represent the Debtor for a flat
fee of $2000 plus $350 per court appearance.
Mr. Adam disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jaleel Adam, Esq.
Jaleel Adam, Attorney at Law, PLLC
25315 80th Ave., Ste. 210
Floral Park, NY 11004
Telephone: (646) 802-3638
About 132 30th Street of Brooklyn
132 30th Street of Brooklyn Corp., a provider of residential
building construction services based in Brooklyn, N.Y., filed a
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
19-42425) on April 24, 2019, listing up to $10 million in assets
and up to $1 million in liabilities.
Judge Nancy Hershey Lord oversees the case.
The Debtor tapped Rosenberg, Musso & Weiner, LLP as legal counsel
and Jaleel Adam, Attorney as Law, PLLC as special real estate
counsel.
132 30TH STREET: Taps National Homes Direct as Real Estate Broker
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132 30th Street of Brooklyn Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
National Homes Direct, Inc. as real estate broker.
The Debtor needs a broker to sell its real property located at 132
30th St., Brooklyn, N.Y.
National Homes has agreed to accept a commission of 3% of the sales
price.
Michelle Deosaran, an agent at National Homes, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michelle Deosaran
National Homes Direct, Inc.
112-19 Liberty Ave.
South Richmond Hill, NY 11419
Telephone: (646) 261-9628
About 132 30th Street of Brooklyn
132 30th Street of Brooklyn Corp., a provider of residential
building construction services based in Brooklyn, N.Y., filed a
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
19-42425) on April 24, 2019, with up to $10 million in assets and
up to $1 million in liabilities.
Judge Nancy Hershey Lord oversees the case.
The Debtor tapped Rosenberg, Musso & Weiner, LLP as legal counsel
and Jaleel Adam, Attorney as Law, PLLC as special real estate
counsel.
5280 AURARIA: Seeks Cash Collateral Access
------------------------------------------
5280 Auraria, LLC asks the U.S. Bankruptcy Court for the District
of Colorado for authority to use cash collateral on an interim
basis from April 1 through June 30, 2023.
The Debtor requires the use of cash collateral to fund ordinary
course operations, capital improvements, and professional fees in
accordance with the Budget, with a 15% variance.
DB Auraria, LLC asserts a senior security interest in all of the
Debtor's assets pursuant to a Deed of Trust, Assignment of Leases
and Rents, Assignment of Management Agreement, Lockbox Deposit
Account Control Agreement.
Auraria Stub, LLC also asserts a security interest in the Debtor's
Auraria Student Lofts that is junior to Fortress's interest. The
Mezz Lender asserts it secured its junior "mezzanine" loan in the
original principal amount of $5.5 million pursuant to a Deed of
Trust, Assignment of Rents and Leases, Security Agreement and
Fixture Filing, and a UCC-1 Financing Statement.
On November 4, 2022, the Debtor sought Court authority to borrow up
to $1.5 million from an entity formed by Patrick Nelson, the Member
of Nelson Partners, LLC, which is the Debtor's Member and Manager.
The $1.5 million loan was for the costs of completing renovations;
cash shortfall, if any, resulting from ordinary course operations;
interest or adequate protection payments (to the extent monthly
rents were insufficient) to the Debtor's prepetition lender as
ordered by the Court or required by law; and the costs of the
Debtor's case administration approved by the Court, including the
funding of a professional fee reserve of $450,000. The Court
granted the DIP Financing Motion on December 5, 2022. The DIP
Lender funded the $1.5 million in January and February 2023.
The Renovation Budget delineated $881,147 for the completion of
outstanding renovations at the Debtor's property, which were to be
paid out of the debtor-in-possession operating account. The Debtor
now foresees an increase in the total estimated costs for the work
that is being done to the Property, which includes not only
renovations, but also maintenance work and updates to the Property
for normal wear and tear, creating a variance of approximately
$715,000 against what was originally contemplated under the
Renovation Budget.
It is customary for a student housing property manager to expend
approximately $500 per year per unit for normal wear and tear and
upkeep to the property. These costs would need to be expended
regardless of whether or not the Debtor was renovating the Property
in accordance with its Plan and proposed sale. Additionally, the
furniture at the Property is outdated and would need to be updated
regardless of whether or not the Debtor was renovating the Property
in connection with its Plan and proposed sale. The work the Debtor
is doing to the Property for renovations, normal wear and tear,
repairs and maintenance is currently on track to be finished this
month, with final payments due in April and May 2023. Accordingly,
the likelihood of an additional variance beyond the $100,000 in
additional renovation costs is low.
The Debtor filed a bankruptcy-exit plan and accompanying disclosure
statement, which provided for the renovation and sale of the
Property, prior to the Stay Relief Hearing on October 17, 2022. At
the Stay Relief Hearing, the Court found that the Debtor had shown
a reasonable possibility of reorganization within a reasonable
time. On March 27, 2023, the Debtor filed its First Amended Plan of
Reorganization, which still provides for the renovation and sale of
the Property, and Disclosure Statement.
The Debtor believes it is only through the Plan that it can
maximize and preserve the value of the estate for the benefit of
all creditors, as its liquidation analysis demonstrates a chapter 7
liquidation would not pay all secured claims in full.
The Debtor seeks to fund $600,000 in non-operating expenses for
renovations, costs of repairs and maintenance and replacement of
fixtures and furniture to address normal wear and tear. These
payments will be made during April and May 2023 only and will
increase the value of the Property and maximize the return to
creditors.
A copy of the motion is available at https://bit.ly/3o2SkBQ from
PacerMonitor.com.
About 5280 Auraria
5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building
in downtown Denver aimed at providing housing for college students.
5280 Auraria's sole member and manager is Nelson Partners, LLC, a
Utah limited liability company. The individual principal is
Patrick Nelson.
5280 Auraria sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 22-12059) on June 9, 2022.
In the petition filed by Patrick Nelson, as managing member, the
Debtor listed between $50 million and $100 million in both assets
and liabilities.
Judge Kimberley H. Tyson oversees the case.
Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is
the Debtor's counsel.
57-36 MYRTLE AVE: Seeks to Hire Bronson Law as Bankruptcy Counsel
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57-36 Myrtle Ave, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Bronson Law Offices
PC as its bankruptcy counsel.
The firm will render these services:
(a) assist in the administration of its Chapter 11
proceeding;
(b) prepare or review operating reports;
(c) set a bar date;
(d) provide for the use of cash collateral, if necessary;
(e) review claims and resolve claims which should be
disallowed; and
(f) assist in reorganizing and confirming a Chapter 11 plan.
The firm intends to bill the Debtor at the following rates:
H. Bruce Bronson $495 per hour
Paralegal or legal assistant $150 to $250 per hour
Bronson Law does not hold any interest adverse to the Debtor's
estates, and is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, as disclosed in the court
filings.
The firm can be reached through:
H. Bruce Bronson, Esq.
BRONSON LAW OFFICES, P.C.
480 Mamaroneck Ave.
Harrison, NY 10528
Tel: 914-269-2530
Fax: 888-908-6906
Email: hbbronson@bronsonlaw.net
About 57-36 Myrtle Ave
57-36 Myrtle Ave, LLC is a lessor of non-residential building. The
Debtor owns a property located at 5736 Myrtle Ave, Ridgewood, NY
11385-4940 valued at $1.5 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-40482) on February
13, 2023. In the petition signed by Paul Amato, managing member,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Jil Mazer-Marino oversees the case.
H. Bruce Bronson, Esq., at Bronson Law Office, P.C., represents the
Debtor as legal counsel.
723 QUINCY STREET: SARE Hits Chapter 11 Bankruptcy
--------------------------------------------------
723 Quincy Street LLC filed for chapter 11 protection in the
Eastern District of New York.
723 Quincy Street LLC is the fee simple owner of a property located
at 723 Quincy Street, at Brooklyn, NY 11221, valued at $1.62
million.
Secured creditor U.S. Bank National Association is owed $967,000.
The petition states that funds will be available to unsecured
creditors.
About 723 Quincy Street
723 Quincy Street LLC is the fee simple owner of a property located
at 723 Quincy Street valued at $1.62 million.
723 Quincy Street LLC filed a petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41117) on March
31, 2023. In the petition filed by Wilma Cayson, as managing
member, the Debtor reported total assets of $1,615,200 and total
liabilities of $987,000.
The case is overseen by Honorable Bankruptcy Judge Nancy Hershey
Lord.
The Debtor is represented by:
Michael A. King, Esq.
723 Quincy Street
Brooklyn, NY 11221
Tel: 646-824-9710
Fax: 347-227-1266
Email: Romeo1860@aol.com
7614 LLC: Taps Goldberg Weprin Finkel Goldstein as Legal Counsel
----------------------------------------------------------------
7614 LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to employ Goldberg Weprin Finkel
Goldstein, LLP as its legal counsel.
The Debtor requires legal counsel to:
a. provide advice in connection with the Debtor's Chapter 11
case and the Debtor's responsibilities and duties;
b. represent the Debtor in all proceedings before the bankruptcy
court or the Office of the U.S. Trustee;
c. review and prepare legal papers;
d. take all actions necessary to conclude the pending litigation
concerning the Debtor's property expeditiously, including removal
of said litigation to the bankruptcy court;
e. perform all other legal services, which may be necessary to
obtain a successful conclusion of the Debtor's Chapter 11 case.
The firm will charge $685 per hour for partners and 275 to $500 per
hour for associates.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $10,000.
Kevin Nash, Esq., a partner at Goldberg, 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:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein, LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Telephone: (212) 221-5700
Email: knash@gwfglaw.com
About 7614 LLC
7614, LLC is a single asset real estate (as defined in 11 U.S.C.
Sec. 101(51B)).
7614 sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D.N.Y. Case No. 22-42336) on Sept. 23, 2022, with $1
million to $10 million in both assets and liabilities. Tim Ziss,
manager and member of 7614, signed the petition.
Judge Nancy Hershey Lord oversees the case.
The Debtor is represented by Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein, LLP.
ALDRICH PUMP: Cancer Patients Seeks Dismissal of Cases
------------------------------------------------------
Alex Wolf of Bloomberg Law reports that a group of cancer patients
moved to dismiss the bankruptcies of Trane Technologies PLC's
specially-created asbestos liability units, Aldrich Pump LLC,
saying they are financially healthy companies that filed for
bankruptcy in bad faith.
The three-year-old Chapter 11 cases of Aldrich Pump LLC and Murray
Boiler LLC should be thrown out so that asbestos exposure victims
can pursue litigation in the civil court system, a group of nearly
50 claimants said in a Thursday, April 6, 2023, filing with the US
Bankruptcy Court for the Western District of North Carolina.
"Because the facts in this case demonstrate that the debtors in
this case are not and have never been financially distressed by
asbestos liabilities, this Chapter 11 case does not further the
purpose of the Code. Aldrich and Murray are not in need of
resuscitation; they have no need for a fresh start. To the
contrary, without any restructuring of their liabilities or assets,
and without altering their current business practices, they are
fully capable of paying their current and future asbestos
liabilities as they come due. The Debtors’ petition is,
therefore, both objectively futile and lacking in good faith," the
claimants said in court filings.
Local Counsel for the Movants:
WALDREP WALL BABCOCK & BAILEY PLLC
Thomas W. Waldrep Jr.
James C. Lanik
Ciara L. Rogers
370 Knollwood Street, Suite 600
Winston-Salem, NC 27103
Telephone: 336-717-1280
Facsimile: 336-717-1340
E-mail: notice@waldrepwall.com
Counsel for the Movants:
THE RUCKDESCHEL LAW FIRM, LLC
Jonathan Ruckdeschel
8357 Main Street
Ellicott City, Maryland 21043
Telephone: 410-750-7825
Facsimile: 443-583-0430
Email: ruck@rucklawfirm.com
- and -
MAUNE RAICHLE HARTLEY FRENCH & MUDD, LLC
Clayton L. Thompson, Esq.
cthompson@mrhfmlaw.com
John L. Steffan
jsteffan@mrhfmlaw.com
150 West 30th Street, Suite 201
New York, NY 10001
Tel: (800) 358-5922
About Aldrich Pump
Aldrich Pump LLC and Murray Boiler LLC are U.S. subsidiaries of
Trane Technologies, a publicly traded company. Ireland's Trane
Technologies, formerly as Ingersoll Rand plc, is a global climate
innovator that brings efficient and sustainable climate solutions
to buildings, homes, and transportation. The North American
headquarters of Trane Technologies are located in Davidson, North
Carolina.
Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr.
W.D.N.C. Lead Case No. 20-30608) on June 18, 2020. Judge Craig J.
Whitley oversees the cases.
In the petition signed by its chief legal officer, Allan Tananbaum,
Aldrich Pump reported $100 million to $500 million in both assets
and liabilities.
The Debtors tapped Rayburn Cooper & Durham, P.A. and Jones Day as
bankruptcy counsels; Bates White, LLC, Evert Weathersby Houff, and
K&L Gates, LLP as special counsel; AlixPartners, LLP as financial
advisor; and Kurtzman Carson Consultants, LLC as claims and
noticing agent.
The Office of the U.S. Trustee appointed a committee of asbestos
personal injury claimants. The asbestos committee tapped Robinson &
Cole, LLP and Caplin & Drysdale, Chartered as bankruptcy counsels.
The committee also selected FTI as its financial advisor and Legal
Analysis Systems, Inc. as its asbestos consultant.
On Oct. 14, 2020, the court entered the order appointing Joseph W.
Grier, III, as legal representative for future asbestos claimants
(FCR). Mr. Grier tapped Orrick, Herrington & Sutcliffe LLP and
Grier Wright Martinez, PA as bankruptcy counsels; Anderson Kill
P.C. as special insurance counsel; and Ankura Consulting Group, LLC
as asbestos claims consultant and financial advisor.
ALL-CARE PHARMACY: Commences Subchapter V Bankruptcy
----------------------------------------------------
All-Care Pharmacy LLC filed for bankruptcy protection in the
District of Arizona. The Debtor elected on its voluntary petition
to proceed under Subchapter V of chapter 11 of the Bankruptcy
Code.
The Debtor operates one of the few compounding pharmacies in the
State of Arizona. The Debtor sells and dispenses specialty
medications to treat such diseases as human immunodeficiency virus,
hepatitis C, and Crohn's disease. The Debtor also sells and
dispenses commercial fertility products, as well as Compounded
medications for human and animal populations. Over the years, the
Debtor has focused more of its operations on compounding
pharmaceuticals for human and veterinary/pet uses.
Compounding is the process by which using raw materials, the Debtor
can create various medications at specific strengths and dosage
forms that are not otherwise commercially available at more common
pharmacies, such as Walgreens or CVS.
The Debtor operates solely from its Scottsdale, Arizona location.
Specifically, the Debtor operates out of its leased space at 9015 E
Pima Center Pkwy, #3, Scottsdale, Arizona 85258.
The Debtor's revenue is derived from the sale, compounding, and
dispensing of pharmaceuticals.
Other than debt payments, the Debtor's primary expenses consist of
payroll, supplies and materials, rent, insurance, and utility.
According to court filings, All-Care Pharmacy estimates between $1
million and $10 million in debt owed to 1 to 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A telephonic meeting of creditors under 11 U.S.C. Section 341(a) is
slated for May 2, 2023 at 9:45 a.m.
About All-Care Pharmacy
All-Care Pharmacy LLC operates one of the few compounding
pharmacies in Arizona. All-Care Pharmacy sells and dispenses
specialty medications to treat such diseases as human
immunodeficiency virus, hepatitis C, and Crohn's disease. All-Care
Pharmacy also sells and dispenses commercial fertility products, as
well as Compounded medications for human and animal populations.
Over the years, it has focused more of its operations on
compounding pharmaceuticals for human and veterinary and pet uses.
All-Care Pharmacy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02061) on March 31,
2023. In the petition signed by Raef Hamaed, member, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Brenda K. Martin oversees the case.
Michael Carmel has been appointed as Subchapter V trustee.
Michael A. Jones, Esq., at Allen, Jones and Giles, PLC, is the
Debtor's legal counsel.
ALL-CARE PHARMACY: Gets OK to Hire Sonoran as Financial Advisor
---------------------------------------------------------------
All-Care Pharmacy, LLC, also known as Avrio Pharmacy, received
approval from the U.S. Bankruptcy Court for the District of Arizona
to employ Sonoran Capital Advisors, LLC as its financial advisor.
Sonoran will render these services:
(a) liaise with the Debtor's counsel and creditor
constituencies;
(b) assist with cash flow and budgeting;
(c) assist in the creation of schedules and statements, as
necessary;
(d) assist in the creation of motions that are to be filed
during the pendency of the bankruptcy case;
(e) assist in production of information to the U.S. Trustee's
office;
(f) assist, as necessary, with creation of the plan or related
analyses and projections;
(g) provide financial advisory services; and
(h) provide testimony as may be required in connection with
any of the foregoing.
The hourly rates of the firm's professionals are as follows:
Managing Directors $495 - $425
Senior Consultants/Directors $395 - $325
Senior Associates $295
Associates $205
Analysts $135
In addition, the firm will seek reimbursement for expenses
incurred.
Bryan Perkinson, managing director and founder of Sonoran Capital
Advisors, 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:
Bryan Perkinson
Sonoran Capital Advisors, LLC
1733 N. Greenfield Rd., Suite 104
Mesa, AZ 85205
Telephone: (480) 825-6650
About All-Care Pharmacy
All-Care Pharmacy, LLC operates one of the few compounding
pharmacies in Arizona. All-Care Pharmacy sells and dispenses
specialty medications to treat such diseases as human
immunodeficiency virus, hepatitis C, and Crohn's disease. All-Care
Pharmacy also sells and dispenses commercial fertility products, as
well as Compounded medications for human and animal populations.
Over the years, it has focused more of its operations on
compounding pharmaceuticals for human and veterinary and pet uses.
All-Care Pharmacy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02061) on March 31,
2023. In the petition signed by Raef Hamaed, member, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Brenda K. Martin oversees the case.
The Debtor tapped Michael A. Jones, Esq., at Allen, Jones and
Giles, PLC as legal counsel; Moyes Sellers & Hendricks Ltd. as
special counsel; and Sonoran Capital Advisors, LLC as financial
advisor.
ALL-CARE PHARMACY: Gets OK to Tap Moyes Sellers as Special Counsel
------------------------------------------------------------------
All-Care Pharmacy, LLC, also known as Avrio Pharmacy, received
approval from the U.S. Bankruptcy Court for the District of Arizona
to employ Moyes Sellers & Hendricks Ltd. as its special counsel.
The Debtor needs a special counsel to represent it in litigation
claims involving, inter alia, misappropriation of trade secrets,
breach of fiduciary duty, tortious interference with contract or
business expectancy, aiding and abetting, breach of contract, and
its request for an injunction.
The hourly rates of the firm's counsel and staff are as follows:
Cody J. Jess $475
Nicholas J. Walter $325
Paraprofessionals $60 - $235
In addition, the firm will seek reimbursement for expenses
incurred.
Cody Jess, Esq., an attorney at Moyes Sellers & Hendricks,
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:
Cody J. Jess, Esq.
Moyes Sellers & Hendricks Ltd.
1850 North Central Avenue, Suite 1100
Phoenix, AZ 85004
Telephone: (602) 604-2141
Facsimile: (602) 274-9135
Email: cjess@law-msh.com
About All-Care Pharmacy
All-Care Pharmacy, LLC operates one of the few compounding
pharmacies in Arizona. All-Care Pharmacy sells and dispenses
specialty medications to treat such diseases as human
immunodeficiency virus, hepatitis C, and Crohn's disease. All-Care
Pharmacy also sells and dispenses commercial fertility products, as
well as Compounded medications for human and animal populations.
Over the years, it has focused more of its operations on
compounding pharmaceuticals for human and veterinary and pet uses.
All-Care Pharmacy sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02061) on March 31,
2023. In the petition signed by Raef Hamaed, member, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Brenda K. Martin oversees the case.
The Debtor tapped Michael A. Jones, Esq., at Allen, Jones and
Giles, PLC as legal counsel; Moyes Sellers & Hendricks Ltd. as
special counsel; and Sonoran Capital Advisors, LLC as financial
advisor.
ALLEGIANCE COAL: Panel Taps Whiteford Taylor & Preston as Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Allegiance Coal USA Limited and its affiliates
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Whiteford Taylor & Preston, LLP as its counsel.
The firm will render these services:
(a) advise the committee regarding its rights, powers and
duties as a committee elected pursuant to Bankruptcy Code Sec.
1103;
(b) attend meetings and negotiate with representatives of the
Debtors, the secured and unsecured creditors, equity holders,
employees, and other parties in interest;
(c) prepare and file necessary legal papers;
(d) appear before this court, other courts, and the Office of
the United States Trustee to protect and represent the interests of
the committee and the committee's constituents;
(e) advise the committee regarding any contemplated sale of
assets or business combinations;
(f) advise the committee in investigating the acts, conduct,
assets, liabilities, and financial condition of the Debtors, their
operations, and the desirability of the continuance of any portion
of those operations, and any other matters relevant to these cases
or to the formulation of a plan;
(g) advise the committee on the issues concerning the
appointment of a trustee or examiner under section 1104 of the
Bankruptcy Code;
(h) advise the committee in the evaluation of claims and on
any litigation matters;
(i) advise the committee regarding prepetition and
post-petition financing and cash collateral arrangements and
negotiate documents relating thereto;
(j) advise the committee on matters relating to the Debtors'
assumption, assumption and assignment and rejection of executory
contracts and unexpired leases;
(k) advise the committee on matters relating to the ordinary
course of business;
(l) review the nature and validity of any liens asserted
against the Debtors' property and advise the committee concerning
the enforceability of such liens;
(m) negotiate and participate in the preparation of the
Debtors' plan(s) of reorganization, related disclosure statement(s)
and other related documents and agreements and advise and
participate in the confirmation of such plan(s);
(n) perform all other necessary legal services and provide all
necessary legal advice to the committee in connection with the
Chapter 11 cases; and
(o) handle such other matters as may be requested by the
committee and to which Whiteford agrees.
The hourly rates of the firm's counsel and staff are as follows:
Partners and Counsel $510 - $790
Associates $350 - $470
Paraprofessionals $365 - $415
In addition, the firm will seek reimbursement for expenses
incurred.
Whiteford also provided the following statements in response to the
request for additional information set forth in Part D.1. of the
U.S. Trustee Appendix B Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Not Applicable.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period.
Response: As committee counsel, Whiteford anticipates that the
committee's professionals' fees will be initially governed by the
court's various Orders approving the Debtors' use of cash
collateral, Debtor-in-Possession Financing, and other relevant
orders, (although such orders may not limit the professional fees
incurred by the committee), subject to any rights that the
committee may have to object if an agreement cannot be reached
between the Debtors and the committee. The committee and its
professionals reserve all rights to seek approval of committee
professional fees.
Whiteford has not received any retainer or payment from the Debtors
or the committee.
Michael Roeschenthaler, Esq., a partner at Whiteford, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael J. Roeschenthaler, Esq.
Kenneth J. Lund, Esq.
Whiteford Taylor & Preston, LLP
11 Stanwix Street, Suite 1400
Pittsburgh, PA 15222
Telephone: (412) 618-5600
Email: mroeschenthaler@wtplaw.com
klund@wtplaw.com
About Allegiance Coal USA
Allegiance Coal USA Limited is a listed Australian company focused
on seaborne met coal mine development and operations, with
operating mines in southeast Colorado, central Alabama, as well as
a development project in northwest British Columbia.
Allegiance and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10234) on
Feb. 21, 2023. In the petition signed by its chief executive
officer, Jonathan Romcke, Allegiance disclosed up to $100 million
in assets and up to $50 million in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell, LLP as bankruptcy counsel; Plante & Moran, PLLC as
tax services provider; and CRS Capstone Partners, LLC as investment
banker and financial advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Whiteford Taylor & Preston, LLP.
ALPINE 4 HOLDINGS: Requires More Time to Complete Annual Report
---------------------------------------------------------------
Alpine 4 Holdings, Inc. was unable to timely file, without
unreasonable effort or expense, its Annual Report on Form 10-K for
the fiscal year ended Dec. 31, 2022 with the Securities and
Exchange Commission by the prescribed filing date because it
requires additional time to complete the preparation of its
financial statements as the Company having only recently finalized
its restated financials for the 2020 and 2021 fiscal years, and for
quarters ended March 31, 2022 and June 30, 2022, and also, after
discussions with the Company's independent registered public
accounting firm RSM US LLP, the Company only recently determined
that an impairment event had been triggered in the three and nine
months periods ended Sept. 30, 2022 for Company's subsidiary
Alternative Laboratories, necessitating the input from a third
party valuation expert to quantify the amount of the goodwill
impairment. As a result of the foregoing, RSM has not yet completed
its audit procedures.
The Company is in the process of completing its quarterly report
for the three and nine months ended Sept. 30, 2022 and expects to
file that and its Form 10-K within the 15 day extension provided by
Rule 12b-25.
Management performed a quantitative analysis in conjunction with a
3rd party valuation expert and noted that the discounted cash flows
value was below carrying value per Accounting Standards
Codification Topic 350, resulting in a goodwill impairment of
approximately $4.4 million for the three and nine months ended
Sept. 30, 2022.
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators. As of April 14, 2021, the Company was a holding
company that owned nine operating subsidiaries: ALTIA, LLC; Quality
Circuit Assembly, Inc.; Morris Sheet Metal, Corp; JTD Spiral, Inc.;
Deluxe Sheet Metal, Inc.; Excel Construction Services, LLC;
SPECTRUMebos, Inc.; Impossible Aerospace, Inc.; and Vayu (US),
Inc.
Alpine 4 reported a net loss of $19.41 million for the year ended
Dec. 31, 2021, a net loss of $8.05 million for the year ended Dec.
31, 2020, a net loss of $3.13 million for the year ended Dec. 31,
2019, and a net loss of $7.91 million for the year ended Dec. 31,
2018.
In its Quarterly Report for the three months ended March 31, 2022,
Alpine 4 said, "The Company has incurred significant recurring
losses and negative cash flows from operations. The Company said
these factors raise substantial doubt about its ability to continue
as a going concern."
AMERICAN SCREENING: Seeks Cash Collateral Access
------------------------------------------------
American Screening, LLC asks the U.S. Bankruptcy Court for the
Western District of Louisiana, Shreveport Division, for authority
to use cash collateral for payment of normal, necessary, and
appropriate expenses of operating its business.
An interim hearing on the matter is set for April 13, 2023 at 10
a.m.
The Bankruptcy Case was filed to address the impact upon the
Debtor's business of a final order and judgment for permanent
injunction and monetary relief entered in favor of the Federal
Trade Commission against ASC, its founder Ronald Kilgarlin and his
wife, Shawn, relating to product sourcing problems that plagued ASC
during the global COVID-19 pandemic. The FTC Judgment was entered
on January 31, 2023, in Case No. 20-cv01021-RLW, In the United
States District Court for the Eastern District of Missouri, St.
Louis Division. The court ruled that ASC violated the Mail,
Internet, or Telephone Order Merchandise Rule, 16 C.F.R. section
435.2(a)(1), and the Federal Trade Commission Act, 15 U.S.C.
section 45(a), and granted summary judgment in favor of the FTC as
to the Kilgarlins' personal liability. ASC and the Kilgarlins have
appealed the FTC Judgment and the underlying rulings. ASC and the
Kilgarlins are bound by the injunctive relief in the FTC Judgment.
On May 6, 2021, ASC, together with affiliated non-debtors,
Kilgarlin Holdings, LLC, and Kilgarlin, each as borrowers, jointly
executed two promissory notes in favor of First Horizon Bank in the
original principal amounts of $5.780 million and 1.5 million.
Payment of the Notes is secured by liens granted in a Commercial
Security Agreement of even date upon all or substantially all of
the Debtor's assets.
The Debtor was not in economic default to FHB prior to the Petition
Date. The Debtor says it is vital to its success in the bankruptcy
case that it be permitted to remain current with FHB via adequate
protection payments of principal and interest as the case
progresses.
The Debtor proposes during the first interim hearing to provide FHB
with an adequate protection payment equal to the total aggregate
payment due to FHB under the Notes. This will prevent the FHB
claims from having to be restructured as part of the Bankruptcy
Case. As additional adequate protection for the use of cash
collateral, FHB will retain its liens, and will be granted an
administrative claim and replacement liens upon any proceeds of its
pre-petition collateral to the extent that the proposed used of
cash collateral results in a decrease, if any, in the value of
FHB's pre-petition collateral interests.
A copy of the motion is available at https://bit.ly/43kqpNU from
PacerMonitor.com.
About American Screening, LLC
American Screening, LLC is an ISO 13485 Certified distributor of
rapid drug and alcohol tests, infectious disease tests, and cardiac
tests, and supplies to the United States, South America, Asia,
Africa, Europe, and Australia. ASC leases its corporate office and
warehouse space from an affiliated nondebtor, Kilgarlin Holdings,
LLC.
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 up to $9,100,921 in assets and up to
$27,251,799 in liabilities.
Kell C. Mercer, Esq., at Kell C. Mercer, P.C, represents the Debtor
as legal counsel.
ANDOVER SENIOR: Wins Cash Collateral Access Thru July 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas extended a
prior order authorizing Andover Senior Care, LLC to continue using
cash collateral for its operating expenses on a final basis through
July 31, 2023.
On August 19, 2022, the Court entered its Final Order Authorizing
Debtor's Use of Cash Collateral through September 30, 2022.
By Order entered January 3, 2023, the Court extended the Final
Order through March 31.
A copy of the order is available at https://bit.ly/40TCp7r from
PacerMonitor.com.
About Andover Senior Care, LLC
Andover Senior Care, LLC owns and operates an assisted living
facility in Andover, Kansas. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No.
22-10139) on March 11, 2022. In the petition signed by Dennis L.
Bush, managing member, the Debtor disclosed up to $10 million in
assets and up to $50 million in liabilities.
Judge Mitchell H. Herren oversees the case.
Mark Lazzo, Esq., at Mark J. Lazzo, Attorney at Law, is the
Debtor's counsel.
ARMSTRONG FLOORING: U.S. Trustee Opposes "Structured Dismissal"
---------------------------------------------------------------
Leslie A. Pappas of Law360 reports that the U.S. Trustee's Office
told a Delaware bankruptcy judge Thursday, April 6, 2023, that
Armstrong Flooring Inc.'s proposal for a drawn-out exit from
Chapter 11 is unacceptable, saying that despite its inability to
confirm a plan or pay expenses, the company wants to remain in
bankruptcy indefinitely.
Armstrong Flooring and its affiliated debtors on March 21, 2023,
filed proposed procedures for the dismissal of their Chapter 11
cases. The Debtors contemplate a two-tiered dismissal: (1) the
first tier would provide for the immediate dismissal of the
Subsidiary Cases; and (2) the second tier would provide for the
dismissal of the Lead Debtor Case following the monetization of the
pending avoidance actions and distributions of the proceeds to
holders of allowed administrative claims.
The Debtors have determined that the company sales, together with
the liquidation of all remaining assets, certain ongoing
collections, and anticipated recoveries from avoidance actions,
will not generate sufficient proceeds to pay the Debtors'
prepetition and postpetition secured debt and administrative and
priority claims in full.
Accordingly, the Debtors have determined that a structured
dismissal of the Chapter 11 cases is the most expeditious and
cost-effective mechanism to complete the wind-down of the Debtors'
affairs and maximize recoveries for holders of allowed
administrative claims.
The U.S. Trustee, however, said in court filings on April 6, 2023,
that as there remains assets to be monetized, including the
avoidance actions, and the resulting proceeds distributed to
creditors in the order of priority provided by the Bankruptcy Code,
the best interests of creditors requires conversion of the cases,
rather than dismissal at an undetermined, future date.
In seeking a conversion of the cases, the U.S. Trustee pointed out
that the Debtors assert that the following must be completed prior
dismissal of these cases: (a) prosecuting 47 Avoidance Actions,
each of which were commenced less than 3 months ago; (b) recovering
a potential reimbursement of prepetition litigation expenses; (c)
recovering a potential reversion to the Debtors that may be
available following the completion of the termination of the
qualified defined benefit pension plan, an audit by the Pension
Benefit Guaranty Corporation, and all other required plan audits
and regulatory filings; and (d) distributing all proceeds from
estate assets.
"The Debtors acknowledge that they are unable to confirm a plan and
that they are administratively insolvent, constituting "cause" to
convert or dismiss the cases under 11 U.S.C. Sec. 1121(b)(4)(A).
Yet they do not request immediate dismissal of their cases, but
rather seek to remain in chapter 11 for a prolonged, indefinite
period, while litigating adversary cases that have just recently
been filed, monetizing other assets of the estate, and distributing
the proceeds thereof," the U.S. Trustee tells the Court.
"This "structured dismissal," which could occur months or even
years from now, does not satisfy Section 1112(b)'s requirement that
a case be converted or dismissed upon a finding of "cause." A
debtor remaining in possession and administering the estate is not
a "dismissal" despite a dismissal procedures order being entered."
About Armstrong Flooring
Armstrong Flooring, Inc. (NYSE: AFI) --
https://www.armstrongflooring.com/ -- is a leading global
manufacturer of flooring products and one of the industry's most
trusted and celebrated brands. The company continually builds on
its resilient, 150-year legacy by delivering on its mission to
create a stronger future for customers through adaptive and
inventive solutions. Headquartered in Lancaster, Pennsylvania,
Armstrong Flooring safely and responsibly operates eight
manufacturing facilities globally.
Armstrong Flooring and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10426) on May 8, 2022. In the petition signed by Michel S.
Vermette, president and chief executive officer, Armstrong Flooring
disclosed $517,000,000 in assets and $317,800,000 in liabilities.
Judge Mary F. Walrath oversees the cases.
Skadden, Arps, Slate, Meagher and Flom, LLP is the Debtors'
counsel. Riveron Consulting, LP is the financial advisor, Houlihan
Lokey is the investment banker, and Epiq Corporate Restructuring,
LLC, is the claims and noticing agent and administrative advisor.
On May 18, 2022, the Office of the U.S. Trustee for Region 3
appointed an official committee of unsecured creditors in these
Chapter 11 cases. The committee tapped Cole Schotz, PC as legal
counsel and Province, LLC as financial advisor.
On June 17, 2022, the U.S. Trustee appointed a committee of
non-represented retirees in these Chapter 11 cases. The committee
tapped Jenner & Block, LLP and Saul Ewing Arnstein & Lehr, LLP as
legal counsels; and AlixPartners, LLP as financial advisor.
ARUZE GAMING: Committee Taps Province LLC as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of Aruze Gaming
America, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Nevada to employ Province, LLC as its financial
advisor.
The firm's services include:
a. analyzing the Debtor's cash collateral budget and any
debtor-in-possession financing proposal, and the Debtor's assets
and liabilities, and overall financial condition;
b. reviewing financial and operational information furnished by
the Debtor, whether this information is provided to the committee
and its professionals through the Debtor's monthly operating
reports, schedules of assets and liabilities and statement of
financial affairs, or otherwise;
c. monitoring any sale process, reviewing any related bidding
procedures, stalking horse bids, asset purchase agreements,
interfacing with the Debtor's professional in connection with the
same, and advising the committee regarding the process;
d. scrutinizing the economic terms of various agreements,
including, but not limited to, the Debtor's various professional
retention arrangements;
e. analyzing any of the Debtor's proposed business plans and
developing alternative scenarios and potential paths forward;
f. assessing the Debtor's various pleadings and identifying any
proposed treatment of unsecured creditor claims therefrom;
g. preparing or reviewing avoidance action and claims analyses;
h. assisting the committee in reviewing the Debtor's financial
reports, including statements of financial affairs, schedules of as
assets and liabilities, DIP budgets, cash collateral budget, and
monthly operating reports;
i. advising the committee on the current state of the Debtor's
bankruptcy case;
j. advising the committee in negotiations with the Debtor and
third parties, as necessary;
k. participating as a witness in hearings before the court with
respect to matters upon which the firm has provided advice; and
l. provide other necessary financial advisory services.
The firm will be paid at these rates:
Managing Directors/Principals $860 to $1,350 per hour
Vice Presidents/Directors/
Senior Directors $580 to $950 per hour
Analysts/Associates/
Senior Associates $300 to $650 per hour
Paraprofessionals $220 to $300 per hour
Paul Huygens, a partner at Province, disclosed in court filings
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:
Paul Huygens
Province Inc.
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Tel: (702) 685-5555
Email: phuygens@provincefirm.com
About Aruze Gaming America
Las Vegas-based Aruze Gaming America, Inc. designs, develops and
manufactures gaming machines.
Aruze Gaming America sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-10356) on Feb. 1, 2023.
In the petition signed by its chief executive officer, Yugo
Kinoshita, the Debtor disclosed up to $10 million in assets and up
to $50 million in liabilities.
The bankruptcy filing is a part of Aruze's efforts to seek
financial restructuring in the wake of a recent garnishment
judgment against Aruze resulting from a separate judgment against
Aruze's shareholder.
Judge August B. Landis oversees the case.
Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC is the Debtor's
legal counsel.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Schwartz Law, PLLC and Sheppard, Mullin, Richter &
Hampton LLP as legal counsels, and Province, LLC as financial
advisor.
ARUZE GAMING: Committee Taps Schwartz Law as Bankruptcy Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Aruze Gaming
America, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Nevada to employ Schwartz Law, PLLC as its legal
counsel.
The firm's services include:
a. advising and representing the committee in its consultations
with the Debtor regarding the administration of the bankruptcy
case;
b. advising and representing the committee with respect to the
Debtor's retention of professionals and advisors in the Debtor's
Chapter 11 case;
c. advising and representing the committee in analyzing the
Debtor's assets and liabilities, investigating the extent and
validity of liens, and participating in and reviewing any proposed
asset sales, asset dispositions, financing arrangements, and cash
collateral stipulation or proceedings;
d. advising and representing the committee in any manner
relevant to reviewing and determining the Debtor's rights and
obligations under leases and other executory contracts;
e. advising and representing the committee in investigating the
acts, conduct, assets, and financial condition of the Debtor, the
Debtor's operations and desirability of the continuance of any
portion of those operations, and any other matters relevant to the
bankruptcy case or to the formulation of a plan of reorganization
or liquidation;
f. advising and representing the committee in its analysis of,
and objection to, any disclosure statement;
g. advising and representing the committee in its participation
in the negotiation, formulation, or objection to any plan of
liquidation or reorganization;
h. advising the committee regarding its powers and its duties
under the Bankruptcy Code and the Bankruptcy Rules, and in
performing other services that are in the interests of those
represented by the committee;
i. advising and representing the committee in the evaluation of
claims and in litigation matters, including avoidance actions; and
j. other legal services.
The firm will be paid at these rates:
Attorneys $385 to $895 per hour
Paraprofessionals $255 to $280 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Samuel Schwartz, Esq., a principal at Schwartz Law, disclosed in
court filings 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:
Samuel A. Schwartz, Esq.
Gabrielle A. Hamm, Esq.
Schwartz Law, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Telephone: (702) 385-5544/(702) 802-2207
Facsimile: (702) 385-2741
Email: legalinfo@nvfirm.com
About Aruze Gaming America
Las Vegas-based Aruze Gaming America, Inc. designs, develops and
manufactures gaming machines.
Aruze Gaming America sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-10356) on Feb. 1, 2023.
In the petition signed by its chief executive officer, Yugo
Kinoshita, the Debtor disclosed up to $10 million in assets and up
to $50 million in liabilities.
The bankruptcy filing is a part of Aruze's efforts to seek
financial restructuring in the wake of a recent garnishment
judgment against Aruze resulting from a separate judgment against
Aruze's shareholder.
Judge August B. Landis oversees the case.
Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC is the Debtor's
legal counsel.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Schwartz Law, PLLC and Sheppard, Mullin, Richter &
Hampton LLP as legal counsels, and Province, LLC as financial
advisor.
ARUZE GAMING: Committee Taps Sheppard as Co-Counsel
---------------------------------------------------
The official committee of unsecured creditors of Aruze Gaming
America, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Nevada to employ Sheppard, Mullin, Richter & Hampton
LLP as co-counsel with Schwartz Law, PLLC.
The committee requires legal counsel to:
(a) advise regarding bankruptcy law;
(b) advise with respect to the committee's rights, powers and
duties in the Debtor's Chapter 11 case;
(c) attend and participate in committee meetings;
(d) review financial information furnished by the Debtor to
the committee and investigate various potential claims;
(e) assist in the investigation of the acts, conduct, assets,
liabilities and financial condition of the Debtor;
(f) provide aid and assistance in monitoring the progress and
administration of the Debtor's case;
(g) provide representation in consultations, meetings,
negotiations and proceedings involving the Debtor, the committee,
and other parties in interest;
(h) represent the committee in proceedings or hearings before
the bankruptcy court and such other courts or tribunals, as
appropriate;
(i) conduct examinations of witnesses, claimants or adverse
parties, and prepare reports, accounts and pleadings;
(j) investigate causes of action and claims of the Debtor's
bankruptcy estates against third parties;
(k) advise the committee concerning the requirements of the
Bankruptcy Code and applicable rules as they may affect the
committee in the case and any related adversary proceedings;
(l) assist the committee and work with the Debtor with regard
to a value-maximizing sale of substantially all of the Debtor's
assets as a going concern or otherwise, subject to overbid at
auction, or other transaction with respect to the Debtors' assets;
(m) advise the committee and work with the Debtor and any
other third party regarding the formulation, negotiation,
confirmation, and implementation of any Chapter 11 plan;
(n) assist the committee in matters involving the U.S. Trustee
and the Debtor; and
(o) represent the committee in all other legal aspects of the
Debtor's bankruptcy case.
The firm will be paid at these rates:
Ori Katz, Partner $1,355 per hour
Jennifer L. Nassiri, Partner $1,220 per hour
Jeannie Kim, Associate $945 per hour
Koray Erbasi, Associate $700 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
Ori Katz, Esq., a partner at Sheppard, 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:
Ori Katz, Esq.
Jeannie Kim, Esq.
Sheppard, Mullin, Richter & Hampton, LLP
Four Embarcadero Center, 17th Floor
San Francisco, CA 94111-4109
Telephone: (415) 434-9100
Facsimile: (415) 434-3947
Email: okatz@sheppardmullin.com
jekim@sheppardmullin.com
About Aruze Gaming America
Las Vegas-based Aruze Gaming America, Inc. designs, develops and
manufactures gaming machines.
Aruze Gaming America sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-10356) on Feb. 1, 2023.
In the petition signed by its chief executive officer, Yugo
Kinoshita, the Debtor disclosed up to $10 million in assets and up
to $50 million in liabilities.
The bankruptcy filing is a part of Aruze's efforts to seek
financial restructuring in the wake of a recent garnishment
judgment against Aruze resulting from a separate judgment against
Aruze's shareholder.
Judge August B. Landis oversees the case.
Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC is the Debtor's
legal counsel.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Schwartz Law, PLLC and Sheppard, Mullin, Richter &
Hampton LLP as legal counsels, and Province, LLC as financial
advisor.
ATLAS SYSTEMS: Seeks to Use $642,710 of Cash Collateral
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Atlas Systems, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, for authority to use cash
collateral and provide adequate protection.
The Debtor requires the use of cash collateral to make payments
necessary for the continuation of its business as shown in the
budget, with a 10% variance.
The majority of the Debtor's value arises from its ongoing
operations and its ability to continue servicing its customers.
Without authority to use cash collateral: (i) the Debtor will
suffer irreparable harm; (ii) its reputation will be impaired;
(iii) it will be unable to continue to perform and satisfy its
customers; and (iv) its employees and customers will abandon it
because the Debtor will not be able to pay for their services or
service their contracts.
Prior to the Petition Date, the Debtor obtained credit from its
vendor, Jenne, Inc. to the Debtor.
According to the Debtor, Jenne may assert that it holds a first
priority security interest in substantially all of the Debtor's
assets, securing indebtedness of approximately $563 by the Debtor.
Additionally, the Debtor obtained an Economic Injury Disaster Loan
from the Small Business Administration prior to the Petition Date.
According to the Debtor, the SBA may assert a second priority lien
encumbering substantially all of the Debtor's assets, securing
indebtedness of approximately $2 million owed to it by the Debtor.
No other party-in-interest has an interest in the Debtor's cash
collateral.
Over the course of the 13-week period, the Debtor expects to
generate a net profit of $43,220.
As shown in the Budget, the Debtor must be authorized to use
$642,710 of cash collateral to avoid immediate and irreparable harm
before the date of the final hearing or the date the Order becomes
a final order.
During the first 28 days of the Chapter 11 case, the Debtor
projects operating losses of $97,300, with a corresponding decrease
in its cash, however the Debtor expects the value of its inventory
to increasing by $126,372 during the same period while accounts
receivable are expected to remain at a constant level. As a result,
there will be no diminution in cash collateral over the first 28
days of the Case.
As adequate protection, the Debtor offers replacement liens in all
such types and descriptions of collateral which secured Jenne, the
SBA, or other secured creditors' pre-petition liabilities and which
are created, acquired or arise after the Petition Date.
The Debtor frequently uses Thomas Werthmann IPs American Express
card in order to make the purchases and payments identified in the
Budget. The Credit Card is used solely for business expenses. The
Debtor pays the Credit Card bill on a monthly basis and receives a
meaningful annual rebate of $36,400 per year from American Express
as a result.
Mr. Werthmann does not charge the Debtor a fee for the Debtor's use
of his Credit Card. Use of the Credit Card allows the Debtor to
quickly make purchases of used equipment when an attractive
purchase opportunity arises. Further, use of the Credit Card for
ordinary expenses provides the Debtor with access to credit
necessary to meet its cash flow needs and provides Debtor with the
additional benefit of the cash-back rebates.
The Debtor requests authority to continue using the Credit Card in
the ordinary course of business for business purchases and making
payment directly to American Express.
Mr. Werthmann will not use his Credit Card for personal use during
this Case to avoid the appearance of impropriety and will attach
the Credit Card statements to the monthly operating reports. All
credit card charges will be allocated to the appropriate line item
in the Budget.
To the extent the Debtor is unable to repay amounts charged to the
Credit Card, Mr. Werthmann will have an administrative expense
allowable under section 503(b)(1).
A copy of the motion is available at https://bit.ly/3UqcNwq from
PacerMonitor.com.
About Atlas Systems, Inc.
Atlas Systems, Inc. was established in 1999 as an independent
distributor of new and use telephones and telephone systems.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-43287) on April 10,
2023. In the petition signed by Christopher Klow, vice president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Maria L. Oxholm oversees the case.
John J. Stockdale, Jr, Esq., at Schafer and Weiner, PLLC,
represents the Debtor as legal counsel.
B&G PROPERTY: Files Amendment to Disclosure Statement
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B&G Property Investments, LLC, submitted an Amended Disclosure
Statement describing Amended Plan of Reorganization.
Since its inception in 2009, Debtor has maintained its books and
records in Intuit QuickBooks(R) accounting software. While the
Debtor has strived to maintain accurate books and records,
financial challenges brought about by changing market conditions,
including economic depression and the COVID-19 pandemic, coupled
with a lack of specialized bookkeeping services, resulted in the
Debtor's attention being diverted from bookkeeping and accounting
matters.
As a consequence, entry of accounting items into QuickBooks has not
been standardized and no comprehensive review or audit of
QuickBooks entries has been made at any time. As a result,
QuickBooks entries are incomplete, nonstandard/nonstandardized,
unreviewed (other than for the limited purpose of preparation of
tax returns), and unaudited. Therefore, information generated from
QuickBooks entries, such as Profit and Loss or Balance Sheet
statements and including the statements filed (and to be filed)
with each of Debtor's operating reports in this case, is inaccurate
and does not reflect the financial position of the Debtor or
subsidiary.
In addition, individual entries, including classification and
relationship to other entries, may be inaccurate and, therefore,
may not reflect the financial position of the Debtor or subsidiary.
As a result, such financial statements should not be considered to
have been prepared in accordance with Generally Accepted Accounting
Principles (GAAP) or International Financial Reporting Standards
(IFRS). While the Debtor has undertaken to review and update its
QuickBooks, such process remains underway and is not anticipated to
be completed during the course of Debtor's reorganization.
The total payout to the unsecured creditors is described in the
Projected Creditor Distributions and is projected to be
approximately $7.5 million plus interest, as applicable, under
Section 726(a)(5), based on the Allowed Claims. Debtor estimates
that the percentage distribution to Unsecured Claims will be 100%
on such claims, unless the holder(s) of such claims accept other
treatment. The majority of Unsecured Claims will be paid in a
single payment upon the Exit Facility or sale of The Villages.
The Debtor has engaged a number of parties in discussions to
provide financing or to broker such a financing. The parties
include 7 loan brokers looking for DIP or construction financing, 5
parties with contacts with potential equity investors, and 3
potential purchasers/joint venture partners. Moreover, several of
the loan brokers have multiple possible lending sources that they
are pursuing in connection with the Debtor’s project.
The Debtor's valuation of The Villages is based on two sets of
third-party information. First, the Debtor obtained a market
valuation of The Villages project in a shovel-ready status
indicating that it would support a value of $20,000 per door for an
approved development. Second, in October 2022, the Debtor obtained
approval from the City of West Point, Georgia, to expand The
Villages development to a 720-door project. Based on the market
valuation, a 720-door project would yield a $14.4 million total
value.
The Amended Disclosure Statement does not alter the proposed
treatment for unsecured creditors and the equity holder:
* The terms of all agreements between the Debtor and General
Unsecured Creditors shall remain the same, excepting that the
maturity date of any note shall be extended to a date not less than
550 days from the Effective Date and that any interim payments
prior to such maturity date shall be deferred until the earlier of
the maturity date, Exit Facility or sale of The Villages
development. The Debtor projects that approximately up to $7.5
million will collectively be paid to Class 8 creditors.
* Equity Holders shall retain their ownership interest in the
Company, unless otherwise ordered by the Court as a condition of
confirmation of the Plan. If a contribution of new value should be
required by the Court as a condition to retention of their equity
beyond the contributions described elsewhere in the Plan, the
Equity Holders shall provide notice of the amount of such
contribution within two business days of the Confirmation hearing
to all parties who have requested special notice in this case and
to any party who makes a written request for such notice on the
Debtor's counsel at or before the Confirmation hearing.
Debtor proposes to fund the payments called for by the Plan from
Debtor's post-petition credit facilities, and from its share of the
proceeds, if any, of the liquidation of certain Assets held by the
Debtor.
A full-text copy of the Amended Disclosure Statement dated April
10, 2023 is available at https://bit.ly/3zVgmBv from
PacerMonitor.com at no charge.
Attorneys for the Debtor-in-Possession:
Douglas R. Ricks, Esq.
Christopher N. Coyle, Esq.
VANDEN BOS & CHAPMAN, LLP
319 SW Washington St., Ste. 520
Portland, OR 97204
Tel: (503) 241-4861
Fax: (503) 241-3731
About B&G Property Investments
B&G Property Investments, LLC, a company in Medford, Ore., filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ore. Case No. 22-60998) on July 29,
2022, with between $10 million and $50 million in both assets and
liabilities. Keith Boyd, manager, signed the petition.
Judge Thomas M. Renn presides over the case.
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP and John
Warekois, CPA LLC serve as the Debtor's legal counsel and
accountant, respectively.
The U.S. Trustee for Region 18 appointed an official committee of
unsecured creditors on Oct. 6, 2022.
BAIS YAAKOV: Taps Solomon Rosengarten as Bankruptcy Attorney
-------------------------------------------------------------
Bais Yaakov of Brooklyn, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Solomon Rosengarten, Esq., a practicing attorney in Brooklyn, to
handle its Chapter 11 case.
Mr. Rosengarten will be paid $500 per hour.
The attorney received from the Debtor a retainer of $7,500.
Mr. Rosengarten disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Solomon Rosengarten, Esq.
2329 Nostrand Avenue
Brooklyn, NY 11210
Tel: (718) 627-4460
Email: vokma@aol.com
About Bais Yaakov of Brooklyn
Bais Yaakov of Brookyn, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 22-43167) on Dec. 21, 2022, with as much
as $1 million in both assets and liabilities. Judge Jil
Mazer-Marino oversees the case.
Solomon Rosengarten, Esq., a practicing attorney in Brooklyn, N.Y.,
is the Debtor's bankruptcy counsel.
BDF ACQUISITION: Moody's Raises CFR to 'B3', Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded BDF Acquisition Corp.'s (Bob's)
corporate family rating to B3 from Caa1, its probability of default
rating to B3-PD from Caa1-PD and its senior secured first lien term
loan rating to B2 from Caa1. The outlook is stable.
The upgrades reflect governance considerations including the full
repayment of its 2023 term loan with balance sheet cash. The
company's next debt maturity will be the $150 million ABL which
expires the earlier of May 2026 or 180 days before the term loan
maturity which is February 2026. The upgrades also reflect
improvements in Bob's operating performance and Moody's expectation
that Bob's will maintain appropriate credit metrics and liquidity
for the B3 rating category despite macroeconomic weakness and
volatility of consumer demand, particularly in the home and
furniture category. Manufacturing shutdowns in Vietnam driven by
COVID-19 in the back half of 2021 significantly impacted Bob's
ability to source product given the high concentration of its
product coming from that region. While manufacturing operations
normalized in Q4'21 the impact was also felt in Q1'22 given the lag
between the manufacturing and receipt of goods. Bob's has continued
to improve its performance as the flow of goods have normalized.
Upgrades:
Issuer: BDF Acquisition Corp.
Corporate Family Rating, Upgraded to B3 from Caa1
Probability of Default Rating, Upgraded to B3-PD
from Caa1-PD
Senior Secured First Lien Term Loan, Upgraded to
B2 (LGD3) from Caa1 (LGD3)
Outlook Actions:
Issuer: BDF Acquisition Corp.
Outlook, Remains Stable
RATINGS RATIONALE
Bob's B3 CFR reflects its modest size, limited geographic presence
and narrow product focus on the highly cyclical furniture category.
In addition, the rating reflects governance risks related to its
private equity ownership. The CFR is supported by Bob's good
liquidity including almost $120M of balance sheet cash and ABL
availability as of January 1, 2023. The rating is also supported by
the strength of the company's brand in the regions where it
operates including its value product positioning. Moody's believe
that Bob's everyday low price offering provides a differentiating
value proposition in the fragmented and competitive furniture
market. It also supports demand in weak economic conditions, as
consumers trade down from more expensive retailers and can utilize
Bob's financing options. However, there is risk that Bob's core
customer will delay or forgo purchases given the discretionary
nature of furniture and less disposable income given the high
inflationary environment.
The stable outlook reflects Bob's moderate credit metrics and good
liquidity.
ESG CONSIDERATIONS
Bob's credit impact score has been raised to CIS-4 from CIS-5
reflecting that the governance IPS has been raised to G-4 from G-5.
The G-4 acknowledges the company's repayment of the 2023 debt
maturities and the timely extension of its debt maturities such
that the next debt maturity will be the $150 million ABL which
expires the earlier of May 2026 or 180 days before the term loan
maturity which is February 2026. Bob's also has moderately negative
environmental risks reflecting its exposure to physical climate and
carbon transition as well as its use of natural capital. Social
risks are highly negative related to its exposure to responsible
production.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company's performance remains
resilient to ongoing inflation and volatile demand for furniture
while maintaining good liquidity and financial strategies that
support credit metrics of a B2 rating. Quantitatively, the ratings
could be upgraded if Moody's-adjusted debt/EBITDA is maintained
below 5.5 times and EBITA/interest expense above 1.75 times.
The ratings could be downgraded if liquidity or earnings
deteriorate or if the company pursues more aggressive financial
strategies. Quantitatively, the ratings could be downgraded if
debt/EBITDA is expected to be sustained above 6.5 times, or
EBITA/interest expense below 1.25 times.
The principal methodology used in these ratings was Retail
published in November 2021.
Based in Manchester, Connecticut, BDF Acquisition Corp., owns a
majority stake in Bob's Discount Furniture, a retailer of
value-priced furniture with 164 stores located primarily in the
Northeast, Mid-Atlantic and Midwest states. Revenue for the LTM
period ended January 1, 2023 was approximately $2.1 billion. The
company has been majority-owned by private equity firm Bain Capital
since 2014.
BED BATH & BEYOND: BlackRock Has 1.5% Equity Stake as of March 31
-----------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of March 31, 2023, it
beneficially owns 6,238,858 shares of common stock of Bed Bath and
Beyond Inc., representing 1.5 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/886158/000130655023009023/us0758961009_040523.txt
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.
BERTUCCI'S RESTAURANTS: Unsecureds to Get Share of GUC Payment
--------------------------------------------------------------
Bertucci's Restaurants, LLC filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Disclosure Statement
describing Plan of Reorganization dated April 10, 2023.
The Debtor is a Florida limited liability company that was formed
in May of 2018. As of the Petition Date, the Debtor operated
approximately 47 Italian-themed restaurants in 9 states located in
the North-East; however, the corporate offices are located at: 4700
Millenia Blvd., Suite 400, Orlando, Florida 32839.
The post-petition negotiations with creditors and the terms of the
Plan are expected to provide solid footing for the Reorganized
Debtor going forward.
The Plan provides for payment of Allowed Secured Claims in Classes
1 and 2 in full, over time and under the terms. The Allowed Secured
Claim in Class 3 shall be paid monthly interest payments at the
contractual rate, retain its Liens; however, PHL cannot exercise
any of its rights nor collect any interest payments due until GUC
Payment Amount is paid in full; further, until the GUC Payment
Amount is paid in full, even if any event of default occurs under
its credit agreements with the Debtor, PHL may only accrue interest
at the non-default contractual rate.
The Allowed Unsecured Claim in Class 4 shall be paid over time in
full without interest. Allowed General Unsecured Claims3 in Class 5
shall be paid their pro rata distribution from the GUC Payment
Amount by the GUC Payment Deadline, which is the date 180 days
after the Effective Date. The voluntarily subordinated Unsecured
Claim in Class 6 shall not receive payment, but shall retain its
Claim.
In addition, the Plan further provides that the respective Holders
of Allowed Administrative Claims and Holders of Allowed Priority
Claims will be paid in full on the Effective Date. Holders of
Allowed Priority Tax Claims will be paid in full by quarterly
payments made over 5 years. The Allowed Interests in Class 7 will
carry forth after the Effective Date.
Class 4 consists of the Allowed Unsecured Claim of Sysco
Corporation. Sysco filed a claim in the amount of $3,756,358.33,
and the Debtor is reconciling such amount. Sysco Corporation shall
be paid in full over 12 equal monthly payments without interest,
which will begin immediately following the Effective Date, or upon
such other terms as may be agreed upon by the Holder of the Claim
and the Debtor, or, if the Claim does not become Allowed prior to
the Effective Date, on the date the Allowed Amount of such claim is
determined by Final Order of the Bankruptcy Court. The Allowed
Secured Claim shall be paid from the Debtor's funds available and
operational revenue. Class 4 is Impaired.
Class 5 consists of all Allowed General Unsecured Claims against
the Debtor in an approximate amount of $14,000,000.00. In full
satisfaction of the Allowed Class 5 Claims, Holders of such Claims
shall receive a pro rata payment from the GUC Payment Amount.
Distributions of payments shall be paid by the GUC Payment
Deadline, which is the date 180 days after the Effective Date. In
the event of a conversion and liquidation, there would be likely no
distribution to Holders of Allowed Class 5 Claims as the debt
encumbering assets exceeds the value of such assets. Class 5 is
Impaired.
Class 6 consists of the Allowed Claim of PB Restaurants, LLC as
reflected in the Loan Facility and Security Agreement between the
Debtor and PB Restaurants, LLC dated December 27, 2021. PB
Restaurants, LLC shall have an Allowed Unsecured Claim of
$14,859,000.00. However, pursuant to the Consensual Plan Terms, PB
Restaurants, LLC shall subordinate its Claim to Class 5 but retain
a Claim against the Reorganized Debtor. The Allowed Class 6 Claim
shall not accrue interest and shall mature at the same time as the
Allowed Class 3 Claim. Class 6 is Impaired.
Class 7 consists of any and all ownership interests currently
issued or authorized in the Debtor. On the Effective Date, all
existing Interests shall continue into the Reorganized Debtor.
Additionally, Holdings will contribute New Value on or before the
Effective Date. Class 7 is Impaired.
The Plan contemplates that the Debtor will continue to operate with
reduced operating expenses and lower monthly lease payments. The
Debtor believes the cash flow generated from operations following
the restructuring of debt, the proceeds from liquor license sales,
plus the contributions from PHL and/or Holdings, will be sufficient
to make all Plan Payments and will be sufficient to pay ordinary
course expenses, including but not limited to, payroll and
administrative costs.
Funds generated from operations through the Effective Date will be
used for Plan Payments; however, the Debtor's cash on hand as of
Confirmation will be available for payment of Administrative
Expenses.
A full-text copy of the Disclosure Statement dated April 10, 2023
is available at https://bit.ly/43vrNNY from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
R. Scott Shuker, Esq.
Mariane A. Dorris, Esq.
Lauren L. Stricker, Esq.
Shuker & Dorris, PA
121 S. Orange Avenue, Suite 1120
Orlando, FL 32801
Telephone: (407) 337-2060
Email: rshuker@shukerdorris.com
About Bertucci's Restaurants
Bertucci's Restaurants, LLC, is a Florida limited liability company
that was formed in May 2018. The Company owns and operates
approximately 47 Italian-themed restaurants under the name
Bertucci's Brick Oven Pizza & Pasta.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04313) on December 5,
2022. In the petition signed by Jeffrey C. Sirolly, secretary, the
Debtor disclosed up to $50,000 in assets and up to $100 million in
liabilities.
Judge Grace E. Robson oversees the case.
R. Scott Schuker, Esq., at Shuker and Dorris, P.A., is the Debtor's
legal counsel.
BIOSTAGE INC: To Raise $6M Financing to Advance Clinical Trial
--------------------------------------------------------------
Biostage, Inc. announced it has entered into purchase agreements to
raise approximately $6 million from new and existing investors in a
private placement of its shares of common stock.
The funds will be used to accelerate the clinical development of
Biostage's lead product candidate, the Biostage Esophageal Implant,
or BEI. The FDA has approved a ten-patient phase one and phase two
clinical trial to study the repair of damage to the esophagus in
adults caused by cancer or injury. The FDA has indicated a
willingness to consider expanding this clinical trial to include
pediatric subjects with birth defects in the esophagus once the
safety of the implant is shown in adults. Hence, the Company
expects the repair of birth defects in the esophagus to be an
additional indication for which Biostage will seek FDA approval.
Biostage is also developing other uses of its technology such as
for treating cancer of the lung using the Biostage Bronchial
Implant. Similar to how the BEI could be used to regenerate the
esophagus, the Biostage Bronchial Implant would be used to
regenerate a bronchus that has been surgically removed to treat
bronchial cancer, injury or birth defects.
Biostage's Chief Executive Officer and Chairman, Jerry He stated,
"I am very pleased to welcome our new strategic investors and to
thank our existing investors for their continued support. We will
continue to execute our plan on clinical trials and development,
and to make Biostage a success both for its patients and
shareholders."
Details of the Private Placement
On March 31, 2023, Biostage, Inc. entered into Securities Purchase
Agreements with certain investors pursuant to which the Investors
agreed to purchase in a private placement an aggregate of 1,000,967
shares of common stock for the aggregate purchase price of
approximately $6 million and a purchase price per unit of $6.00.
The Company has received an aggregate of $3.6 million gross
proceeds from the Private Placement through April 5, 2023, and
expects to receive the remaining subscription amounts in the
aggregate of $2.4 million promptly following such date.
About Biostage
Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com
-- is a biotechnology company with a mission to cure patients of
cancers, injuries, and birth defects of the gastro-intestinal tract
and the airways. The Company believes its technology is likely to
be used to treat esophageal cancer, esophageal injuries, and birth
defects in the esophagus. The Company believes additional product
candidates in its pipeline may treat bronchial cancer, intestinal
cancer, and colon cancer. Since inception, the Company has devoted
substantially all of its efforts to business planning, research and
development, recruiting management and technical staff, and
acquiring operating assets.
Biostage reported a net loss of $6.07 million for the year ended
Dec. 31, 2022, compared to a net loss of $7.98 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.40
million in total assets, $1.41 million in total liabilities, and
$4.18 million in series E convertible preferred stock, and a total
stockholders' deficit of $3.19 million.
Boston, MA-based Marcum LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated March
30, 2023, citing that the Company has suffered recurring losses
from operations, has an accumulated deficit, uses cash flows in its
operations, and will require additional financing to continue to
fund its operations. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.
BITNILE METAVERSE: Agrees to Pay White River $3.25 Million
----------------------------------------------------------
BitNile Metaverse, Inc., entered into an agreement with Ault
Lending, LLC and White River Energy Corp pursuant to which the
Company agreed to advance to White River payments of up to $3.25
million, and White River agreed to accept the Amounts as payment of
Ault's $3.25 million payable to White River from Ault's exercise of
participation rights in oil and gas exploration and drilling
ventures which White River granted Ault in connection with its
acquisition of White River Holdings Corp. in July 2022.
The parties agreed that the Amounts will be treated as a credit to
the sums owed to White River, and the Company and Ault agreed that
in lieu of repayment of the Amounts advanced to White River, Ault
will permit the Company to redeem shares of the Company's Series A
Convertible Redeemable Preferred Stock held by Ault by dividing the
Amounts by the stated value of such shares, or one share of Series
A for each $10,833.33 advanced to White River. The redemption
cannot occur until the previously announced spin-offs by the
Company of shares of common stock of White River and Wolf Energy
Services Inc. occur which would permit Ault to receive its full
dividends thereunder. The transaction was approved by a majority
of a quorum of the Board of Directors, with Mr. May abstaining.
As of April 5, 2023, the Company has advanced White River $710,000
under this transaction.
About BitNile Metaverse
Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.)
owns 100% of BitNile.com, Inc., including the BITNILE.COM metaverse
platform. The Platform, which went live to the public on March 1,
2023, allows users to engage with a new social networking community
and purchase both digital and physical products while playing 3D
immersive games. In addition to BitNile.com, Inc., BitNile
Metaverse also owns three non-core subsidiaries either directly or
indirectly: approximately 66% of Wolf Energy Services Inc. (OTCQB:
WOEN) indirectly; 100% of Zest Labs, Inc. directly; and
approximately 89% of Agora Digital Holdings Inc. directly. BitNile
Metaverse also owns approximately 70% of White River Energy Corp
(OTCQB: WTRV).
The Company reported a net loss of $10.55 million for the year
ended March 31, 2022, a net loss of $20.89 million for the year
ended March 31, 2021, a net loss of $12.14 million for the year
ended March 31, 2020, and a net loss of $13.65 million for the year
ended March 31, 2019. As of Dec. 31, 2022, the Company had $50.07
million in total assets, $13.18 million in total liabilities, and
$36.88 million in total stockholders' equity.
BLITMAN SARATOGA: Unsecureds Will Get 50% of Claims in Plan
-----------------------------------------------------------
Blitman Saratoga LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York a Disclosure Statement describing
Plan of Reorganization dated April 10, 2023.
The Debtor is a real estate development company which filed for
Chapter 11 relief in November 2020 with the goal of completing a
residential development project known as "Beaver Pond Village" in
Saratoga Springs, NY (the "Project").
By November 2020, construction on the Project had come to a
standstill. The Debtor had exhausted its borrowing eligibility
under various pre-petition loans with Ballston Spa National Bank
("BSNB"). Efforts to buyout the BSND loans were unsuccessful in the
wake of a falling-out between financial investors and management
(primarily the Goren family) who lost confidence in the leadership
of Howard Blitman, and his daughter, Robin Winter (the "Blitman
Family").
The decision was made by the Goren family to seek Chapter 11 relief
in contemplation of utilizing DIP financing to be provided by
Saratoga Funding LLC, an affiliated company headed by James Goren
(the "DIP Lender"), to reignite the Project.
In bankruptcy, the Debtor obtained interim and final authorization
to borrow up to the sum of $3,100,000 (the "DIP Loan"). The DIP
Loan was used to refinance the pre-petition secured debts owed BSNB
in the total sum of $1,893,438.92 via an assignment of all secured
claims and guarantees to the DIP Lender. Additionally, the DIP Loan
provided additional working capital to resume construction in
despite the great challenges presented by the ongoing Covid-19
pandemic.
During the Chapter 11 case, the Debtor managed to complete and
close on 4 homes and sold the model home. From the sale of the
homes at 47 Jane Street and 49 Jane Street, the Debtor established
the Confirmation Fund of $600,000 earmarked to fund the immediate
cash obligations under the Plan on the Effective Date, including a
proposed 50% pro rata cash dividend to the holders of allowed Class
2 claims of vendors, service providers and contractors. The Plan
also contemplates a roll-up of all debts and obligations owed to
the DIP Lender as the Class 1 Secured Creditor to be paid on a
post-confirmation basis from the sale of the Remaining Homes and
Vacant Lots.
The Plan constitutes a binding contract between the Debtor and its
creditors to address prepetition claims and the DIP Loan.
Class 2 consists of the Allowed Unsecured Claims. All contractors,
service providers and vendors which provided work, labor and
services in connection with the Project are all being treated as
Unsecured Creditors regardless of whether they previously filed
mechanic's liens. The holders of allowed Class 2 Non-Insider
Unsecured Claims shall receive a cash distribution equal to
approximately 50% of their Allowed Claims from the Confirmation
Fund. The pro rata distribution shall be paid on the Effective Date
in full satisfaction and settlement of all Class 2 Non-Insider
Unsecured Claims and outstanding mechanic liens.
If a Class 2 Claim is subject to an objection filed on or before
the Claim Objection Date, then a separate reserve shall be
established with the Disbursing Agent in an amount sufficient to
pay the allocable pro rata share of the disputed Class 2 Claim,
should such Claim become an Allowed Claim pursuant to Final Order
or agreement with the Debtor. The Debtor estimates that the Allowed
Class 2 Claims will aggregate around $750,000 with projected total
dividends of approximately $361,900 as per the schedule.
Class 3 consists of all Claims of Insiders. All Insider Claims are
deemed subordinated to Class 2 Claims. No distributions shall be
made to Insider Claims from the Confirmation Funds in connection
with the Plan. Instead, Insider Claims shall be determined and
addressed in connection with the State Court Litigations after the
Effective Date without any limitation or restrictions.
Class 4 consists of the Equity Interests of the pre-petition
members of the Debtor. The respective rights and interests of
members and Class 4 Interests shall continue post-confirmation in
accordance with the Debtor's Operating Agreement, except that no
members shall be eligible to receive any distributions in
connection with the Plan.
The Plan shall be implemented in the first instance by the prompt
distribution of the Confirmation Fund on the Effective Date. These
monies shall be used to pay all allowed Administrative Expenses and
Priority Claims if the Debtor's choose and then fund the 50% pro
rata distribution to Class 2 Non-Insider Unsecured Claims. Insofar
as the Class 1 Secured Claim of the DIP Lender is concerned, all
DIP Liens and mortgage shall survive confirmation of the Plan.
Following the Effective Date, the Debtor is authorized to complete
construction and pursue the sale of the Remaining Homes and Vacant
Lots without the need for further Bankruptcy Court approval (the
"Post-Effective Date Sales"). Based upon current projections, the
Debtor will likely require exit or additional DIP Financing of up
to $1,360,000 (the "Additional Financing") to complete construction
of the Remaining Houses, itemized as follows: (a) 6 Katie Lane -
$325,000; (b) 8 Katie Lane - $275,000; (c) 9 Jane Street -
$325,000; and (d) 11 Jane Street - $425,000.
All of the net Sale Proceeds (after closing costs, real estate
taxes and brokerage) generated from the Post-Effective Date Sales
shall be paid to the DIP Lender at the closings thereon to reduce
the outstanding DIP Loan until such time (if ever) as the Class 1
Secured Claim of the DIP Lender is paid in full. The Reorganized
Debtor shall retain full authority and discretion to market and
sell the remaining Homes and Vacant Lots as the Debtor's current
management believes appropriate to maximize value.
A full-text copy of the Disclosure Statement dated April 10, 2023
is available at https://bit.ly/3o9pUGa from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-5700
Email: knash@gwfglaw.com
About Blitman Saratoga
White Plains, N.Y.-based Blitman Saratoga LLC was formed in 2012 to
develop and build a residential community consisting of at least 77
single-family homes spread over approximately 149 acres on Geyser
Road in Saratoga County, N.Y.
Blitman Saratoga sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-23177) on November 6,
2020. At the time of the filing, the Debtor disclosed $5,857,288 in
assets and $2,755,584 in liabilities. Judge Robert D. Drain
oversees the case.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, is
the Debtor's legal counsel.
On December 21, 2020, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Nolan Heller Kauffman, LLP as its bankruptcy counsel.
BRH-GARVER CONSTRUCTION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
BRH-Garver Construction, LLC 23-90293
7600 S. Santa Fe
Building D
Houston Texas 77061
P&P Construction Group, LLC 23-90292
7600 S. Santa Fe
Building D
Houston Texas 77061
Business Description: BRH is a civil construction contractor
specializing in microtunneling/tunneling
construction, infrastructure development,
and utilities construction.
Chapter 11 Petition Date: April 12, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Christopher M. Lopez
Debtors' Counsel: Michael P. Cooley, Esq.
REED SMITH, LLP
2850 N. Harwood Street, Suite 1500
Dallas Texas 75201
Tel: 469-680-4213
Email: mpcooley@reedsmith.com
BRH-Garver's
Estimated Assets: $10 million to $50 million
BRH-Garver's
Estimated Liabilities: $10 million to $50 million
P&P Construction's
Estimated Assets: $0 to $50,000
P&P Construction's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Jeffrey Anapolsky as chief executive
officer.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XANKJ5I/PP_Construction_Group_LLC__txsbke-23-90292__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/XOCLO2Y/BRH-Garver_Construction_LLC__txsbke-23-90293__0001.0.pdf?mcid=tGE4TAMA
BURGER BUILDING: Seeks to Hire Bronson Law as Bankruptcy Counsel
----------------------------------------------------------------
The Burger Building LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Bronson Law
Offices PC as its bankruptcy counsel.
The firm will render these services:
(a) assist in the administration of its Chapter 11
proceeding;
(b) prepare or review operating reports;
(c) set a bar date;
(d) provide for the use of cash collateral, if necessary;
(e) review claims and resolve claims which should be
disallowed; and
(f) assist in reorganizing and confirming a Chapter 11 plan.
The firm intends to bill the Debtor at the following rates:
H. Bruce Bronson $495 per hour
Paralegal or legal assistant $150 to $250 per hour
Bronson Law does not hold any interest adverse to the Debtor's
estates, and is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code, as disclosed in the court
filings.
The firm can be reached through:
H. Bruce Bronson, Esq.
BRONSON LAW OFFICES, P.C.
480 Mamaroneck Ave.
Harrison, NY 10528
Tel: 914-269-2530
Fax: 888-908-6906
Email: hbbronson@bronsonlaw.net
About The Burger Building
The Burger Building, LLC is the fee simple owner of a property
located at 5718 Myrtle Ave, Ridgewood, NY 11385-4932 valued at $1.8
million. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-40481) on February
13, 2023. In the petition signed by Paul Amato, managing member,
the Debtor disclosed $2,317,238 in assets and $1,614,216 in
liabilities. The Burger Building, LLC is a Single Asset Real Estate
as defined in 11 U.S.C. Section 101(51B).
Judge Jil Mazer-Marino oversees the case.
H. Bruce Bronson, Esq., at Bronson Law Office, P.C., represents the
Debtor as legal counsel.
CANADA DRIVES: Financial Woes Prompt CCAA Filing
------------------------------------------------
1195407 B.C. Ltd., Canada Drives Ltd., USA Drives Ltd. And Canada
Drives Auto Finance Ltd ("Company") filed for, and was granted,
creditor protection under the Companies' Creditors Arrangement Act
("CCAA") by the Supreme Court of British Columbia.
Steve Brown, chief financial officer of Canada Drives, said, "The
decision to file for creditor protection was not taken lightly but
is a necessary step for the Company to address its financial
affairs. Until very recently we had remained optimistic that we
were going to secure the necessary investment to maintain normal
business operations, but unfortunately no deal materialized. We
found it necessary to initiate the CCAA filing in order to support
our efforts to restructure our operations and secure support to
continue the development of our business."
Mr. Brown noted the CCAA filing means the Company is now operating
under the supervision of PricewaterhouseCoopers Inc. ("PwC"), the
Court-Appointed Monitor in the CCAA proceedings. The Court Order
and other relevant materials are posted on PwC’s website at
https://www.pwc.com/ca/canada-drives.
Current management will continue to operate the business. Pursuant
to the Initial Order, the Company is able to pay for post filing
goods and services provided to the Company in the normal course of
business and intends to make payments in accordance with the terms
of existing agreements.
The Monitor's reports will be available to you on its website.
Interested parties are encouraged to check the website frequently
for the updates as to the status of the proceedings. For further
information, you may also contact the Monitor at:
Contact name: Selena Chiang
Email: ca_canada-drives@pwc.com
Tel: (604)-484-3479
To provide the Company with the opportunity to restructure and
propose a Plan to its creditors and noteholders, the initial Court
Order stays all proceedings against the Company and prevents
payment for goods and services received before the filing date.
The CCAA allows companies to restructure their financial affairs
and address the pre-filing debt in a formal Plan of Arrangement
("Plan"). During the restructuring period, the Plan is prepared
and presented to all creditors for approval.
The Monitor can be reached at:
Pricewaterhousecoopers Inc.
1400 - 250 Howe Street
Vancouver, British Columbia V6C 3S7
Michelle Grant
Tel: 778-877-9266
Email: michelle.grant@pwc.com
Neil Bunker
Tel: 604-806-7209
Email: neil.p.bunker@pwc.com
Jack Else
Email: jack.else@pwc.com
David McKenna
Email: david.mckenna@pwc.com
Selena Chiang
Email: selena.chiang@pwc.com
Counsel to the Canada Drives Entities:
Osler, Hoskin & Harcourt LLP
1700 - 1055 West Hastings Street
Vancouver, British Columbia V6E 2E9
Mary Buttery, K.C.
Tel: 604-692-2752
Email: mbuttery@osler.com
Kathryn Esaw
Tel: 416-862-4742
Email: kesaw@osler.com
Bridget Berner
Email: bberner@osler.com
Elie Laskin
Email: elaskin@osler.com
Counsel for the Monitor:
Fasken Martineau Dumoulin LLP
2900 - 550 Burrard Street
Vancouver, British Columbia V6C 0A3
Kibben Jackson
Tel: 604-631-4786
Email: kjackson@fasken.com
Mishaal Gill
Tel: 604-631-4881
Email: mgill@fasken.com
Suzanne Volkow
Email: svolkow@fasken.com
Ashley Kumar
Email: akumar@fasken.com
Canada Drives Ltd. -- https://www.canadadrives.ca -- is a Canadian
online vehicle retailer founded in 2010 and based in Vancouver.
CANO HEALTH: Three Directors Quit Over Disagreements
----------------------------------------------------
Three directors have resigned from Cano Health, Inc.'s Board of
Directors.
On March 30, 2023, Elliot Cooperstone, Lewis Gold and Barry
Sternlicht resigned from the Board, effective immediately. At the
time of resignation, Mr. Gold served on the Audit Committee and
Compensation Committee and Mr. Sternlicht served on the Nominating
and Corporate Governance Committee. Effective April 2, 2023, the
size of the Board has been reduced to six directors.
In their resignation letters, the Directors made certain statements
expressing disagreements with the Company on matters relating to
its operations, policies and practices. Specifically, the letters
reflect disagreements with respect to the Company's management
leadership, strategic direction, board and corporate governance
practices and policies.
Cano Health, Inc. issued the following statement:
"Our Board and management team have devoted considerable time and
resources to analyzing the Company's performance, operations,
financial strength, and potential against the backdrop of the
challenges the Company and the sector have faced. While we fully
recognize the recent disappointing share price performance, our
work has supported our strong confidence in the Company's mission
and fundamentals, our commitment to driving operational and
financial improvements, and our belief in the Company's continuing
prospects for long-term shareholder value creation.
"We are disappointed that three directors chose to resign due to
what we believe is their focus solely on the short term. We
strongly disagree with their representations about the Company and
their assessment of Dr. Hernandez's performance.
"It is particularly concerning that Mr. Sternlicht decided to share
his individual perspective on confidential Board deliberations and
communications, which is misleading to shareholders and undermines
the Board's ability to engage in the vigorous exchange of diverse
views that is necessary for good governance. The Company finds Mr.
Sternlicht's method of resignation particularly reckless and
obviously at cross-purposes with shareholders' best interests.
Boards must have healthy debate about how best to drive shareholder
value, including in difficult circumstances. It is irresponsible
to air those debates in ways that are meant to undermine healthy
Board debate and harm the Company and shareholders.
"Cano Health's Board and management will continue to work closely
together, with intensity, to improve operational execution, enhance
cost discipline, and achieve positive free cash flow. Cano Health
has established a strong performance track record -- providing
patients improved access to care, lowering hospital admissions, and
significantly reducing medical costs. This is where our focus will
remain.
"We look forward to communicating further over the coming months as
the Company takes meaningful actions to realize its potential on
behalf of all of its stakeholders and to create long-term
shareholder value."
About Cano Health
Cano Health, Inc. (NYSE: CANO) -- http;://www.canohealth.com -- is
a primary care-centric, technology-powered healthcare delivery and
population health management platform. The Company is one of the
largest independent primary care physician groups in the United
States. It utilizes its technology-powered, value-based care
delivery platform to provide care for its members.
The Company reported a net loss of $428.39 million in 2022, a net
loss of $116.74 million in 2021, a net loss of $71.06 million in
2020, and a net loss of $19.78 million in 2019.
CANOPY GROWTH: To Acquire 45% Common Shares of Les Serres
---------------------------------------------------------
Canopy Growth Corporation entered into an agreement to, among other
things, purchase 45% of the common shares of Les Serres Vert
Cannabis Inc. from Les Serres Stephane Bertrand Inc., increasing
its existing 55% common share holding of Les Serres Vert Cannabis
Inc. to 100%.
Pursuant to the terms of the Agreement, C$8,000,000 of the purchase
price for the Purchased Shares is payable in common shares of the
Company valued at the time the Common Shares are issued based on
the volume-weighted average price of the Common Shares on the
Toronto Stock Exchange for specified periods of time prior to the
issuance of the Common Shares. The Common Shares will be issued at
a future date based on certain factors as provided in the
Agreement. Under the terms of the Agreement, if the Common Shares
issuable pursuant to the Agreement were issued on the Execution
Date, the Company would have issued 3,058,103 Common Shares, or
0.59% of the outstanding Common Shares on the Execution Date.
However, depending upon the price of the Common Shares on the TSX
at the time the Common Shares are issued under the Agreement, the
number of Common Shares issuable could theoretically exceed 1% of
the outstanding Common Shares at that time. The Common Shares were
sold in reliance on the exemption from securities registration in
Section 4(a)(2) under the Securities Act of 1933, as amended.
About Canopy Growth Corporation
Canopy Growth Corporation -- www.canopygrowth.com -- is a cannabis
consumer packaged goods company which produces, distributes, and
sells a diverse range of cannabis, hemp, and CPG products.
Canopy reported a net loss of C$320.48 million for the year ended
March 31, 2022, a net loss of C$1.67 billion for the year ended
March 31, 2021, and a net loss of C$1.38 billion for the year ended
March 31, 2020.
* * *
As reported by TCR on Nov. 4, 2022, S&P Global Ratings lowered its
issuer credit rating on Canopy Growth Corp. to 'CC' from 'CCC'. The
action follows the Company's announcement that on Oct. 25, 2022, it
entered into agreements with certain lenders under its term loan
credit facility to tender US$187.5 million par value of the US$750
million outstanding at a discounted price of US$930 per US$1,000 or
equivalent to about US$174.4 million. S&P views the transaction as
distressed and tantamount to a default.
In July 2022, Fitch Ratings downgraded the Long-Term Issuer Default
Ratings (IDR) for Canopy Growth and 11065220 Canada Inc. to 'RD'
from 'C' on the completion of Canopy's exchange offer for a portion
of the convertible notes due July 2023.
CARVANA CO: Bondholders May Get Bigger in Bankruptcy Than Debt Swap
-------------------------------------------------------------------
Amelia Pollard of Bloomberg Law reports that Carvana biggest
bondholders may wind up better off if the beleaguered online car
seller ends up in a position companies usually try to avoid:
bankruptcy.
A quick bankruptcy filing that exchanges debt for equity could
preserve the business and provide an initial recovery of around 50%
for bondholders, with the potential for those investors to nearly
be made whole by 2026, according to Joel Levington, Bloomberg
Intelligence's director of credit research.
Dragging the company through a controversial debt exchange amid the
backdrop of a plummeting share price is a painful alternative. And
major bondholders -- including the likes of Apollo Global
Management Inc. and Pacific Investment Management Co. -- would
probably favor a jaunt through the bankruptcy process instead,
Levington added in a Thursday note.
To be sure, not all debt investors would favor bankruptcy.
Unsecured bondholders would undoubtedly fare much worse, with
retail bankruptcies tending to wipe them out.
In March, Carvana offered to exchange as much as $1 billion of its
unsecured bonds at discounted prices. A group of funds holding most
of the company’s more than $5 billion in bonds said that was a
nonstarter, Bloomberg earlier reported.
The firm added to bondholders’ fears by moving its car auction
business into an unrestricted subsidiary. That maneuver can lay the
groundwork for the future issuance of new debt tied to that brand
— a play J. Crew infamously made that irked investors.
Should Carvana need to restructure, it wouldn’t end in
liquidation, according to Levington. Still, the firm needs to claw
back market share and start growing again. To do that, it needs to
slash its debt and have enough cash on hand. "Such an outcome
appears untenable without a major balance sheet restructuring," he
said.
About Carvana Co.
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars.
Carvana Co. reported a net loss of $2.89 billion for the year ended
Dec. 31, 2022, compared to a net loss of $287 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.70
billion in total assets, $9.75 billion in total liabilities, and a
total stockholders' deficit of $1.05 billion.
* * *
As reported by the TCR on Nov. 14, 2022, S&P Global Ratings revised
its outlook on Carvana Co. to negative from stable and affirmed its
'CCC+' issuer credit rating. S&P said, "The negative outlook
reflects Carvana's weak operating performance and continuing
macroeconomic headwinds which could extend weaker profitability and
sustain or increase negative cashflows."
Moody's Investors Service changed Carvana Co.'s outlook to negative
from stable and at the same time affirmed Carvana's Caa1 corporate
family rating. Moody's said, "The change in outlook to negative
from stable reflects Carvana's persistent lack of profitability and
negative free cash flow generation that has consistently fallen
short of Moody's expectations," as reported by the TCR on Nov. 25,
2022.
CEN BIOTECH: Delays Annual Report to Complete Financial Statements
------------------------------------------------------------------
CEN Biotech, Inc. has determined that it is unable to file its
Annual Report on Form 10-K for the year ended Dec. 31, 2022 by the
original due date for such filing, without unreasonable effort or
expense because it requires additional time to complete its
financial statements.
The Company expects that it will file the Form 10-K no later than
the fifteenth calendar day following the original due date for such
filing.
About CEN Biotech Inc.
CEN Biotech, Inc. -- http://www.cenbiotechinc.com-- is focused on
the manufacturing, production and development of Light Emitting
Diode lighting technology and hemp products. The Company intends
to explore the usage of hemp, which it intends to cultivate for
usage in industrial, medical and food products. Its principal
office is located at 300-3295 Quality Way, Windsor, Ontario,
Canada.
CEN Biotech reported a net loss of $18.90 million for the year
ended Dec. 31, 2021, compared to net income of $14.25 million for
the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company
had $7.91 million in total assets, $10.02 million in total
liabilities, and a total shareholders' deficit of $2.11 million.
New York, New York-based Mazars USA LLP, the Company's former
auditor, issued a "going concern" qualification in its report
dated April 14, 2022, citing that the Company has incurred
significant operating losses and negative cash flows from
operations since inception. The Company also had an accumulated
deficit of $45,964,183 at Dec. 31, 2021. The Company is dependent
on obtaining necessary funding from outside sources, including
obtaining additional funding from the sale of securities in order
to continue their operations. The COVID-19 pandemic has hindered
the Company's ability to raise capital. These conditions raise
substantial doubt about its ability to continue as a going concern.
CHIMICHURRI CHICKEN: Taps Law Offices of Alla Kachan as Counsel
---------------------------------------------------------------
Chimichurri Chicken Corp. filed an amended application seeking
approval from the U.S. Bankruptcy Court for the Northern District
of New York to hire the Law Offices of Alla Kachan, P.C. as its
attorneys.
The firm will render these services:
(a) assist in administering the Debtor's Chapter 11 case;
(b) make such motions or take such actions as may be
appropriate or necessary under the Bankruptcy Code;
(c) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions as the
Debtor deems appropriate;
(d) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiate with creditors in formulating a plan of
reorganization;
(f) draft and implement the Debtor's plan of reorganization;
and
(g) render such additional services as the Debtor may require
in this case.
The firm will be paid at these rates:
Attorney $475 per hour
Clerks and Paraprofessionals $250 per hour
In addition, the firm will receive reimbursement for expenses
incurred.
The Debtor paid the firm an initial retainer of $18,000.
Alla Kachan, Esq., a member of the Kachan Law Office, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Chimichurri Chicken Corp.
Chimichurri Chicken Corp. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-40453) on Feb. 9, 2023, listing $50,001 to $100,000 in assets
and $50,001 to $100,000 in liabilities. Alla Kachan, Esq. at the
Law Offices Of Alla Kachan P.C. represents the Debtor as counsel.
CHURCHILL DOWNS: Moody's Rates New $600MM Sr. Unsecured Notes 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Churchill Downs
Incorporated's ("CDI") proposed $600 million senior unsecured notes
due 2031. CDI's existing ratings, including the company's Ba3
Corporate Family Rating and Ba3-PD Probability of Default Rating
remain unchanged. The outlook remains stable.
Net proceeds from the proposed $600 million notes offering are
expected to be used to repay the company's term loan B facility,
for working capital and general corporate purposes, and to pay
related fees and expenses.
Assignments:
Issuer: Churchill Downs Incorporated
Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5)
RATINGS RATIONALE
Churchill Downs Incorporated's (CDI) credit profile (Ba3 CFR
stable) reflects the strong history, popularity, and performance of
the Kentucky Derby along with the company's practice of operating
with moderate leverage. Also viewed favorably is the consistent and
stable performance of TwinSpires, the company's horse racing
digital wagering platform. CDI's credit profile also considers that
despite the increase in leverage resulting from the acquisition of
Peninsula Pacific Entertainment (P2E), Moody's expect debt/EBITDA
(pro forma for the P2E acquisition and incorporating only earnings
from CDI's wholly-owned operations, excluding distributions
received from joint ventures) to remain within the 5.5x potential
downgrade factor. CDI will also benefit from the expanded scale and
increased geographic diversification.
Key credit concerns include the highly discretionary nature of
consumer spending on traditional gaming and betting activities in
general. CDI's credit profile also reflects that the company is
willing to increase leverage to accommodate strategic investments.
Development projects including CDI's plan to expand HRM machines
following the P2E acquisition present risk such as construction
costs and returns that are subject to market demand and maintaining
an appropriate operating cost structure. Moody's expect CDI's free
cash flow will be constrained in 2023 due to sizable-planned
capital projects.
The stable outlook considers the revenue and EBITDA growth at CDI's
online wagering segment, a trend Moody's believes will continue.
Moody's also assumes in the stable outlook that CDI's gaming and
horseracing businesses will continue to operate without
interruption or capacity restrictions, that the company will
maintain good liquidity, and that development projects in 2023 will
be internally funded from operating cash flow with no meaningful
increase in debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade requires a high degree of confidence that the gaming
sector has returned to a period of long-term stability, positive
free cash flow and good liquidity, and debt-to-EBITDA (on a wholly
owned basis) sustained below 4.0x. The company would also need to
realize good returns on the sizable planned capital spending
programs.
A downgrade could result if revenue and earnings decline due to
renewed facility shutdowns, reduced visitation or increased
competition, the company realizes poor returns on the planned
capital investments, liquidity deteriorates, or debt-to-EBITDA (on
a wholly-owned basis) is sustained above 5.5x.
The principal methodology used in this rating was Gaming published
in June 2021.
CDI is a racing, online wagering and gaming entertainment company
that owns the Kentucky Derby along with brick-and-mortar casino
gaming in ten states. The company also owns and operates twelve
pari-mutuel gaming entertainment venues including approximately
4,200 historical racing machines in Kentucky and approximately
2,600 historical racing machines in Virginia, and owns and operates
TwinSpires, one of the largest and most profitable online wagering
platforms for horse racing in the U.S., and has nine retail
sportsbooks (including joint ventures). The company is publicly
traded (NASDAQ:CHDN) and had revenue of $1.8 billion for the year
ended December 31, 2022.
CHURCHILL DOWNS: S&P Affirms 'BB' ICR, Outlook Negative
-------------------------------------------------------
S&P Global Ratings affirmed all ratings on Churchill Downs Inc.,
including its 'BB' issuer credit rating.
S&P said, "We assigned our 'B+' issue-level rating and '6' recovery
rating to the company's proposed $600 million senior unsecured
notes. Churchill Downs plans to use the notes proceeds to repay its
term loan B due 2024 ($380 million outstanding as of Dec. 31, 2022)
and for general corporate purposes.
"The negative outlook reflects our expectation for leverage to
remain above our 4x downgrade threshold as the company integrates
acquisitions and completes a number of development projects that
will not contribute materially to cash flow until later this year
and into next year, before falling below 4x next year.
"We affirmed our ratings on Churchill Downs because we expect its
leverage will improve below 4x next year. Churchill Downs spent
$373 million on project capital expenditure (capex) in 2022 and
expects to spend an additional $575 million-$675 million this year.
Project capex will support the opening of new historical racing
machine (HRM) facilities in Kentucky, Virginia, and New Hampshire,
the expansion of the company's Derby City Gaming HRM facility in
Louisville, Ky., and a new casino resort in Terre Haute, Ind. It
will also support enhancements at Churchill Downs Racetrack for the
Kentucky Derby, including the addition of new premium reserved
seats, new hospitality options, and new permanent stadium seating.
We expect the bulk of these will open by the middle of next year,
supporting leverage below 4x by the end of 2024. Furthermore, on a
pro forma basis, incorporating expected returns from these projects
and a full year of cash flow from the company's announced
acquisition of Exacta Systems LLC expected to close in 2023, we
estimate S&P Global Ratings-adjusted leverage of about 4x at the
end of 2023. This assumes these projects and this acquisition
contribute approximately $135 million-$145 million of incremental
cash flow.
"We believe Churchill Downs' financial policy will also support
leverage improving below 4x.Churchill Downs' publicly stated
financial policy is to operate with leverage of 3x-4x, and the
company has a long track record of operating inside of or below its
financial policy range, which further supports the rating
affirmation. While the company has indicated and demonstrated its
willingness to go higher than this range for a strategic
acquisition such as Peninsula Pacific Entertainment (P2E) in 2022,
we believe it will focus on reducing leverage as it completes
development projects that were underway in both its portfolio and
the P2E portfolio prior to its acquisition. If the company pursues
additional leveraging acquisitions or embarks on additional
development projects over the next year that called into question
its ability to reduce S&P Global Ratings-adjusted leverage below 4x
next year, we could lower ratings."
The long-term strength of Churchill Downs' iconic Kentucky Derby
event remains intact and continued investments should support good
cash flow. The ongoing success of the Kentucky Derby provides a key
competitive advantage. Churchill Downs benefits from the uniqueness
of the event, which typically draws strong and consistent
attendance each year, allowing the company to command ticket price
premiums. Furthermore, ticketing revenue (about 50%-60% of the
event's total revenue) is relatively predictable. Churchill Downs'
roughly 60,000 premium seats comprise the majority of this revenue
stream. It sells over one-third of reserved seats through
noncancellable contracts like personal seat licenses or suite
contracts with staggered 3- to 7-year expirations, and it sells the
remainder well in advance of the event, with demand for these seats
typically exceeding supply. Additionally, the event's attendance
and sizable television viewership drive long-term media rights
contracts and contribute to greater revenue certainty for the
company. Despite a long track record of continuously holding the
Derby, the COVID-19 pandemic highlighted the risk of concentration
in a single event. The disruption caused by the pandemic is
unlikely to reoccur at the same magnitude, but improbable events
like it can still significantly destabilize cash flow. The
company's acquisition of P2E last year and its expanding portfolio
of properties continue to reduce its cash flow concentration in the
Kentucky Derby week events.
S&P said, "We believe Churchill Downs' investments that opened last
year (Homestretch Club) and will open in 2023 (Turn 1 Experience)
and in 2024 (Paddock Project) will also continue growing its
revenue. This is because the Homestretch Club converted 5,200
limited amenity bleacher seats into 3,250 premium reserved seats
with all-inclusive amenities. While this was a net reduction in
seating, we believe pricing on the premium reserved seats will be
more attractive. The Turn 1 Experience project, which we expect to
open for the 149th Kentucky Derby in May 2023, will add additional
permanent seating, including 5,100 covered stadium seats (a net
increase of 1,700 seats) and 2,000 indoor seats, and further
improve ticketing revenue. Because demand for the event's premium
tickets typically exceeds supply, we do not expect the company to
face difficulties selling these seats or any added in 2024 to
increase capacity. The Paddock Project, which we expect to open for
the 150th Kentucky Derby in May 2024, will add 1,400 new premium
reserved seats and 3,250 new standing room-only premium tickets,
upgrade over 3,700 premium reserved seats, and add new hospitality
amenities, including views of the horses prior to the races."
Churchill Downs' acquisition of P2E and expansion into other
markets enhance the company's geographic diversity and scale. The
P2E acquisition last year significantly expanded Churchill Downs'
geographic footprint, adding three new states (Virginia, New York,
and Iowa) to its portfolio. The acquisition also positioned
Churchill Downs to expand its historical racing footprint outside
of Kentucky through the addition of 2,600 HRMs in Virginia to its
portfolio, with the possibility to increase that footprint to 5,000
machines. P2E's current portfolio in Virginia includes the Colonial
Downs Racetrack in New Kent and six historical racing entertainment
venues across the state (Collinsville, Dumfries, Hampton, New Kent,
Richmond, and Vinton), branded Rosie's Gaming Emporium. Churchill
Downs is also adding an additional 1,000 HRMs to the Dumfries
facility, which is located near the Virginia/Maryland border and
closer to the heavily populated Washington, D.C. suburbs. The
company also plans to open an additional location in Emporia (150
HRMs), near the North Carolina border, in 2023. The acquisition of
P2E also significantly increased Churchill Downs' scale, growing
our estimated EBITDA more than 40%. The company's planned
development of a casino resort in Terre Haute, Ind., and its
acquisition and expansion of a charitable casino in New Hampshire
to add HRMs will further grow cash flow and add geographic
diversity.
Additionally, the company's planned acquisition of Exacta Systems
should allow Churchill Downs to realize synergies related to its
P2E acquisition. Exacta provides technology to support historical
horse racing (HHR) operations in Virginia, Kentucky, Wyoming, and
New Hampshire, and has integrated leading HRM gaming manufacturers
like IGT, Light & Wonder, AGS, Everi and Konami, into its HHR
platform. HHR technology has improved over the past few years as
these larger gaming equipment manufacturers offer more product and
content in this space. New machines can have well-recognized
brands, game titles, and relatively large jackpots, and game play
is around the same speed as traditional class III machines.
The negative outlook reflects S&P's expectation for leverage to
remain above its 4x downgrade threshold as the company's
development projects will likely not contribute materially to cash
flow until later in 2023 and into 2024 and as it integrates
acquisitions, including Exacta Systems, before leverage falls below
4x next year. The company has little cushion to absorb operating
volatility, weaker-than-expected returns from new projects,
additional capex, leveraging acquisitions or shareholder returns
relative to our forecast.
S&P said, "We could lower our ratings on Churchill Downs if we no
longer believe cash flow from development projects opening later
this year and next year will drive leverage below our 4x downgrade
threshold next year. We could also lower our ratings if the company
embarks on additional development projects beyond what our
forecast, pursues additional acquisitions, or is more aggressive in
returning capital to shareholders compared with our current
base-case forecast such that we lose confidence in its commitment
to reducing leverage inside of its 3x-4x financial policy range.
"We could revise our outlook to stable as the company begins to
complete its substantial development capex and once we are more
certain that cash flow from the opening of these new projects will
support leverage improving below our 4x downgrade threshold within
a relatively short timeframe."
ESG credit indicators: E-2, S-3, G-2
S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of Churchill Downs. The company is a
high-profile participant in the horse racing industry, which faces
an evolving landscape related to animal welfare and safety
practices and heightened media scrutiny of horse fatalities and
injuries. We believe these risks are heightened for Churchill Downs
because of its iconic Kentucky Derby." Injuries or casualties
during such a high-profile event could hurt the company's
reputation. In response to continued social pressure and activism
efforts by animal rights groups, Churchill Downs has implemented
safety initiatives that focus on improving horse safety to reduce
these reputational and operational risks. The initiatives included
hiring an equine medical director to oversee equine safety and care
at all its racetracks, building a quarantine facility and equine
medical center at Churchill Downs Racetrack to provide immediate
onsite care in the event of an injury, adopting international
standards for crop use, and advocating for changes to race-day
medication practices. Additionally, Churchill Downs has joined with
other thoroughbred racing organizations to create an industry
safety coalition to improve industry safety and reduce racetrack
fatalities. Additionally, while the pandemic impaired revenue and
cash flow in a rare and extreme disruption unlikely to recur at the
same magnitude, health and safety scares are an ongoing risk for
the company's gaming business and events like the Kentucky Derby.
CLEVELAND-CLIFFS INC: Moody's Rates New $750MM Unsec. Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Cleveland-Cliffs
Inc.'s (Cliffs) proposed $750 million senior unsecured guaranteed
notes. Cleveland-Cliffs' Ba2 Corporate Family Rating, Ba2-PD
Probability of Default Rating, Ba2 guaranteed senior secured note
rating, Ba3 guaranteed senior unsecured note rating, B1 senior
unsecured note rating, its Speculative Grade Liquidity Rating of
SGL-1 and its stable outlook remain unchanged. Cliffs plans to use
the proceeds from the note offering to pay down borrowings on its
asset-based lending facility which had $1.864 billion of borrowings
as of December 31, 2022.
Assignments:
Issuer: Cleveland-Cliffs Inc.
Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4)
LGD Adjustments:
Issuer: Cleveland-Cliffs Inc.
Senior Unsecured Regular Bond/Debenture, LGD Adjusted (LGD4) from
(LGD5)
RATINGS RATIONALE
Cleveland-Cliffs Ba2 corporate family rating incorporates its
exposure to cyclical end markets and volatile iron ore and steel
prices, but also considers Moody's expectation for a historically
strong operating performance and continued debt reduction in 2023.
The rating also presumes the company will maintain moderate
financial leverage and ample interest coverage in a normalized
steel price environment. Cliffs rating also considers the company's
large scale and strong market position as the largest US
flat-rolled steel producer in the US with crude steelmaking
capacity of about 20 million tons, and the benefits of its position
as an integrated steel producer from necessary raw materials
through the steel making and finishing processes. Nevertheless, it
also reflects the carbon transition risks related to the company's
reliance on the higher emitting blast furnace and basic oxygen
furnace steelmaking process. Cliffs does have a strong position in
the North American iron ore markets, and its HBI facility along
with scrap processing capabilities enhances its vertical
integration in raw materials and enables it to have lower carbon
emissions than other global integrated steel producers. Cliffs
rating also reflects the benefits of its contract position,
particularly with the automotive industry, which provides a good
earnings base. Its performance will benefit on a lagged basis
during rising steel price environments due to the nature of the
contracts and renegotiation periods, but this does temper the
downside during periods of declining steel prices.
Cliffs operating performance materially weakened in Q4 2022 due to
higher maintenance, energy and alloy costs and materially lower
spot market steel prices. As a result, it generated only about $80
million in Moody's adjusted EBITDA. This somewhat overshadowed a
second consecutive strong year for the company with adjusted EBITDA
of about $2.9 billion and free cash flow generation of around $1.5
billion. The company's operating performance should materially
strengthen from the Q4 level as the automotive sector moves past
its supply chain issues, economic growth remains resilient in the
face of higher inflation and interest rates, its maintenance,
energy and material costs ebb and steel prices strengthen due to
contract resets and rising spot market prices. Cliffs earnings will
remain somewhat weak in Q1 2023 as the lagged effect of weak Q4
prices impact its operating results. There is also the risk that
steel demand and prices weaken as the year progresses and higher
interest rates weigh on economic growth as supply increases from
new capacity ramping up. This should be somewhat tempered by
spending related to the Infrastructure Investment and Jobs Act, the
CHIPS and Science Act and the Inflation Reduction Act and the
benefits of domestic steel sector consolidation. Therefore, Moody's
are projecting Cliffs will generate adjusted EBITDA of about $2
billion - $2.5 billion in 2023 assuming hot rolled coil prices
average about $700 – 750 per ton.
Cliffs should generate strong free cash flow of about $1 billion if
EBITDA is in the $2 billion - $2.5 billion range and Moody's expect
most of this cash to be directed towards debt reduction. Cliffs
paid down about $1.1 billion of debt in 2022 which resulted in a
leverage ratio (debt/EBITDA) of only 1.8x and interest coverage
(EBIT/Interest) of 5.5x as of December 2022. Moody's anticipate
the company's weaker operating performance in 2023 will result in
its leverage ratio modestly rising while its interest coverage
declines as higher rates affect its interest costs. The leverage
ratio will remain strong for the Ba2 corporate family rating, but
is expected to rise to a level more commensurate with Cliffs rating
when steel prices and profit margins decline towards more
normalized historical levels, and some of its other credit and
profitability metrics will be in line with the current rating.
Cliffs' Speculative Grade Liquidity rating of SGL-1 reflects the
company's very good liquidity profile, which is supported by its
$4.5 billion asset-based lending facility (ABL) (unrated) and
Moody's expectation for strong free cash flow this year. The
company had $26 million of cash and $2.486 billion of borrowing
availability on this facility which had $1.864 billion of
borrowings and $150 million of letters of credit issued as of
December 31, 2022. Moody's expect the company to materially pay
down its revolver borrowings in 2023 since rising interest rates
have reduced the benefit of using revolver borrowings to retire
other higher rate debt.
The stable ratings outlook incorporates Moody's expectation for a
moderately weaker operating performance in 2023 that will result in
profitability and credit metrics that support the current ratings.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Cliffs ratings could be considered for an upgrade if steel prices
and metal spreads remain above historical averages and the company
demonstrates a clearly defined and more conservative financial
policy and pursues further debt reduction. Quantitatively, if
Cliffs sustains a leverage ratio of no more than 2.5x and CFO less
dividends in excess of 35% of its outstanding debt through varying
steel price points, then its ratings could be positively impacted.
Cliffs ratings could be downgraded should leverage be sustained
above 3.5x or CFO less dividends below 25% of its outstanding debt
or it fails to maintain a good liquidity profile.
Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc. is the
largest iron ore and flat-rolled steel producer in North America
with approximately 28 million gross tons of annual iron ore
capacity and about 20 million tons of crude steelmaking capacity.
The company also has the capacity to produce 1.9 million metric
tons of hot briquetted iron (HBI) and the capability to process
about 3 million tons of scrap at 22 scrap collection and processing
facilities. For the twelve months ended December 31, 2022, Cliffs
had revenues of $22.99 billion.
The principal methodology used in this rating was Steel published
in November 2021.
CLEVELAND-CLIFFS INC: S&P Rates Unsecured Guaranteed Notes 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to U.S.-based steel maker Cleveland-Cliffs Inc.'s
proposed senior unsecured guaranteed notes.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Cleveland-Cliffs' capital structure includes a $4.5 billion
($1.8 billion outstanding as of Dec. 31, 2022) asset-based lending
(ABL) credit facility (not rated). The company upsized this
facility from $3.5 billion in December 2021.
-- S&P said, "We assigned our 'BB-' issue-level rating and '3'
recovery rating to the company's proposed $750 million senior
unsecured guaranteed notes due 2030. The '3' recovery rating
indicates our expectation for meaningful recovery in the event of a
payment default (50%-70%; rounded estimate: 60%). We expect
Cleveland-Cliffs will use the proceeds from these notes to repay
borrowings under its $4.5 billion ABL facility. We also expect it
will use the proceeds to pay transaction fees and expenses and for
general corporate purposes. All of our ratings are based on the
preliminary terms and conditions."
-- S&P's 'BB-' issue-level rating and '3' recovery rating on the
company's existing senior unsecured debt are unchanged. The '3'
recovery rating indicates its expectation for meaningful recovery
in the event of a payment default (50%-70%; rounded estimate:
60%).
-- Cliffs has about $556 million of outstanding guaranteed
unsecured notes due in 2027 (as of Dec. 31, 2022). These notes are
guaranteed on an unsecured basis by all of the company's material
domestic subsidiaries and rank junior to the senior secured notes.
The company issued $1 billion of senior unsecured guaranteed notes
(not rated; $693 outstanding as of Dec. 31, 2022) due in 2029 and
2031 that rank equally with the existing senior unsecured
guaranteed notes.
-- S&P's 'BB+' issue-level rating and '1' recovery rating on the
company's senior secured debt are unchanged. The '1' recovery
rating indicates its expectation for very high recovery in the
event of payment default (90%-100%; rounded estimate: 95%).
-- In spring 2022, Cliffs repaid its 9.875% senior secured notes
due in 2025. Now, it only has about $829 million of senior secured
notes due 2026 outstanding (as of Dec. 31, 2022). The secured notes
are guaranteed on a senior-secured basis by essentially all
material domestic subsidiaries of the company.
-- S&P's 'B' issue-level rating and '6' recovery rating on the
company's subordinated debt are unchanged. The '6' recovery rating
indicates its expectation for negligible recovery in the event of
payment default (0%-10%; rounded estimate: 0%).
-- The company redeemed its $294 million outstanding senior
unsecured convertible notes in the first quarter of 2022 and
currently has $235 million of outstanding senior unsecured notes
that are not guaranteed (as of Dec. 31, 2022), which S&P considers
subordinated to the guaranteed notes.
-- S&P's hypothetical bankruptcy assumes steel prices drop
significantly due to cheaper Chinese imports and intense domestic
price competition. Under this scenario, Cleveland-Cliffs draws on
about 60% of the ABL credit facility less assumed undrawn letters
of credit.
-- S&P assesses the company's recovery prospects on a
going-concern value of about $6.4 billion.
-- S&P bases its enterprise value (EV) on an emergence EBITDA of
$1.1 billion and a 5.5x EBITDA multiple. This EBITDA multiple is
consistent with the multiples we use for other integrated
steelmakers.
-- All debt amounts include six months of accrued but unpaid
interest at default.
Simulated default assumptions
-- Year of default: 2027
-- EBITDA at emergence: $1.1 billion
-- Implied EV multiple: 5.5x
-- Gross EV: $6.4 billion
Simplified waterfall
-- Obligor EV split (U.S.*/Canadian/European): 95%/3%/2%
-- Net EV* (after 5% administrative expenses): $5.1 billion
-- Total priority claims (ABL credit facility at default): $2.5
billion
-- Collateral value available for secured notes: $2.5 billion
-- Senior secured claims: $860 million
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Collateral value available for unsecured guaranteed claims:
$1.7 billion
-- Unsecured claims: $2.7 billion (including unsecured guaranteed
notes of $2.2 billion and $520 million of asset retirement
obligations)
--Recovery expectations: 50%-70% (rounded estimate: 60%)
-- Collateral value available for subordinated claims: $0
-- Subordinated claims: $245 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
*After $1 billion of pension and postretirement obligations.
CLUBHOUSE MEDIA: Reports 2022 Financial Results
-----------------------------------------------
Clubhouse Media Group, Inc. announced financial results for
year-end 2022. The company has highlighted some of their financial
achievements.
2022 End of Year Summary Compared to 2021 End of Year Summary
* Total net revenue increased 47.7% to $6,283,691, compared to
$4,253,765
* Operating expenses decreased 72.6% to $4,251,947 compared to
$15,514,421
* Operating loss decreased 79.9% to $2,965,855 compared to
$14,731,518
* Gross profit margin increased to 20.5%, compared to 18.4%
* Total liabilities decreased 16.4% to $8,921,990, compared to
$10,668,403
Management Commentary
"2022 was a strong year for us and it's reflected in the numbers,"
said Scott Hoey, chief financial officer of CMGR. "We were able to
make improvements in some key areas. We increased revenue,
significantly decreased our expenses, and strengthened our balance
sheet by eliminating more of our convertible debt. As we continue
to narrow the focus to our key revenue drivers and maximize
resources, I'm optimistic that the momentum will continue in
2023."
"2022 was a good year for the company financially and our goal is
to continue on this trajectory in 2023 by further increasing
revenue and decreasing our expenses," said Amir Ben-Yohanan, chief
executive officer of CMGR. "Our digital agency (The Reiman Agency)
Is working with new brands and talent every month and our creator
platform has been growing In popularity (adding more creators and
fans on a weekly basis). As a result of this growth, the company
does not need to rely on external financing sources nearly as
much."
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an
influencer-based social media firm and digital talent management
agency. The Company offers management, production and deal-making
services to its handpicked influencers. The Company's management
team consists of successful entrepreneurs with financial, legal,
marketing, and digital content creation expertise.
Clubhouse Media reported a net loss of $7.53 million for the year
ended Dec. 31, 2022, compared to a net loss of $22.24 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$1.24 million in total assets, $8.92 million in total liabilities,
and a total stockholders' deficit of $7.68 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 30, 2023, citing that the
Company has stockholder's deficit, net losses, and negative working
capital. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
COCOMOES LLC: Court OKs Interim Cash Collateral Access
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Cocomoes, LLC to use cash collateral on an interim basis in
accordance with the budget, pending a final hearing set for May 2,
2023 at 9:30 a.m.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to pay ordinary expenses
necessary for operation of its business.
Pre-petition, the Debtor obtained an Economic Injury Disaster Loan
from the Small Business Administration, which is secured by
essentially all of the Debtor's personal property, including
deposit accounts. The Debtor owes the Secured Lender $500,000.
In addition to the SBA, 10 other creditors have filed UCC-1
Financing Statements with the Nevada Secretary of State prior to
the case being filed that may assert a security interest against
the Debtor's cash, which are Ifundco LLC, East Shore Equities, Mr.
Advance, CT Corporation, Corporation Service Co., Ocean Funding,
and First Corporate Solutions.
At the time the case was filed, the Debtor's personal property was
valued at $44,662, which includes cash and cash equivalents of
$35,862, equipment valued at $6,250, inventory valued at $1,450 and
other miscellaneous assets valued at $1,100.
The Debtor submitted that secured creditors are adequately
protected by virtue of: (1) secured creditor's cash collateral will
be used to maintain and operate Debtor's business; (2) the value
the secured creditor's collateral is not decreasing; and (3) the
secured creditor will have a replacement lien against any
post-petition cash received by the Debtor.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3zMBBoP from PacerMonitor.com.
The Debtor projects $65,000 in total expenses for one month.
About Cocomoes, LLC
Cocomoes, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Nev. Case No. 23-50160) on March 15,
2023. In the petition signed by Maurice Larimer, managing member,
the Debtor disclosed up to $50,000 in assets and up to $1 million
in liabilities.
Judge Natalie M. Cox oversees the case.
Kevin A. Darby, Esq., at Darby Law Practice, represents the Debtor
as legal counsel.
CORONET CERAMICS: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor: Coronet Ceramics, Inc.
d/b/aA Coronet Energy
2510 E Sunset Rd Ste 6-184
Las Vegas, NV 89120
Chapter 11 Petition Date: April 12, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-11425
Debtor's Counsel: Seth D Ballstaedt, Esq.
FAIR FEE LEGAL SERVICES
8751 W. Charleston Blvd.
Suite 220
Las Vegas, NV 89117
Tel: (702) 715-0000
Fax: (702) 666-8215
Email: help@bkvegas.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy Wetzel as CTO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/GVYBEAQ/CORONET_CERAMICS_INC__nvbke-23-11425__0001.0.pdf?mcid=tGE4TAMA
CORRELATE INFRASTRUCTURE: Incurs $7.2 Million Net Loss in 2022
--------------------------------------------------------------
Correlate Infrastructure Partners Inc. filed with the Securities
and Exchange Commission its Annual Report on Form 10-K disclosing a
net loss of $7.16 million on $3.40 million of revenues for the year
ended Dec. 31, 2022, compared to a net loss of $90,249 on $98,446
of revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $2.26 million in total assets,
$5.06 million in total liabilities, and a total stockholders'
deficit of $2.80 million.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2006, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has suffered
recurring losses from operations and has not generated positive
cash flows which raises substantial doubt about its ability to
continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1108645/000147793223002057/cipi_10k.htm
About Correlate
Correlate Infrastructure Partners Inc. (OTCQB: CIPI), formerly
Triccar Inc., through its two subsidiaries, Correlate and Solar
Site Design, offers a complete suite of proprietary clean energy
assessment and fulfillment solutions for the commercial real estate
industry. The Company believes scaling distributed clean energy
solutions is critical in mitigating the effects of climate change.
CORSAMI GROUP: Seeks to Hire Seth Twum & Company as Accountant
--------------------------------------------------------------
Corsami Group, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Seth Twum & Company
PC as its certified public accountant.
The firm will prepare the Debtor's monthly operating reports and
tax returns, and provide general accounting and tax advice and
other related services.
The firm will receive a retainer in the amount of $2,500.
Seth Twum & Company does not represent or hold any interest adverse
to the Debtor or its estate, and its a "disinterested person" as
defined in 11 US.C. 101(14), according to court filings.
The firm can be reached through:
Jimmy Haralambus
Seth Twum & Company PC
2971 Flowers Rd. S, Ste. 221
Atlanta, GA 30341-5405
Phone: (770) 451-1118
Fax: (770) 451-6815
Email: sethtm@sethtwumco.com
About Corsami Group
Corsami Group, LLC, a company in Suwanee, Ga., filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Ga. Case No.
23-50863) on Jan. 27, 2023, with as much as $1 million to $10
million in both assets and liabilities. Senei Perez, Corsami
Group's manager, signed the petition.
Judge Wendy L. Hagenau oversees the case.
Paul Reece Marr, P.C. serves as the Debtor's legal counsel.
COVENANT ROOFING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors:
Covenant Roofing and Construction Inc.
d/b/a Covenant Solar & Roofing
1023 S. Miami Blvd.
Durham NC 27703
- and -
Covenant Solar Tech LLC
d/b/a Covenant Solar & Roofing
3200 Gresham Lake Rd., #113
Raleigh NC 27615
Business Description: Covenant Solar & Roofing is locally owned
solar and roofing company. Located in
Raleigh, NC, the Company specializes in
providing commercial, residential, and
nonprofits with roofing and energy
efficiency solutions across America.
Chapter 11 Petition Date: April 11, 2023
Court: United States Bankruptcy Court
Eastern District of North Carolina
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Covenant Roofing and Construction Inc. 23-00999
Covenant Solar Tech LLC 23-00998
Debtors' Counsel: L. Katie Greene, Esq.
MICHAEL BEST & FRIEDRICH LLP
5815 Oleander Drive
Wilmington NC 28403
Tel: 910-660-0931
Email: lkgreene@michaelbest.com
Each Debtor's
Estimated Assets: $1 million to $10 million
Each Debtor's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Julian C. Hall II as authorized
person.
Copies of the Debtors' lists of 20 largest unsecured creditors:
https://www.pacermonitor.com/view/4UPJPHA/Covenant_Solar_Tech_LLC__ncebke-23-00998__0013.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/5SDLYSI/Covenant_Roofing_and_Construction__ncebke-23-00999__0010.0.pdf?mcid=tGE4TAMA
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HYPQUAA/Covenant_Roofing_and_Construction__ncebke-23-00999__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/BNCX74A/Covenant_Solar_Tech_LLC__ncebke-23-00998__0001.0.pdf?mcid=tGE4TAMA
CURITEC LLC: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
Curitec, LLC sought and obtained authority from the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division, to use
cash collateral on an interim basis in accordance with its
agreement with RGH Enterprises, Inc., a wholly owned subsidiary of
Cardinal Health, Inc.
The authority to use cash collateral is granted in accordance with
the budget, with a 10% variance, through and including the date of
a final hearing, or, if no Final Hearing is held, further Court
order.
Prior to the Petition Date, the Parties entered into one or more
agreements pursuant to which RGH provided medical supplies to the
Debtor for sale to the Debtor's customers.
Pursuant to one or more of the Agreements, RGH claims an interest
in the Debtor's cash collateral.
On April 27, 2022, RGH filed a UCC-1 Financing Statement, which
purported to perfect a security interest in the assets described
thereon, including all accounts and accounts receivable.
Following the Petition Date, the Parties have worked together in
good faith and at arms' length, to reach a consensual resolution
regarding the use of cash collateral.
Any interest of RGH in cash collateral is adequately protected by
virtue of the Debtor's use of cash collateral pursuant to the
Order.
As additional adequate protection for the post-petition use by the
Debtor of cash collateral in which RGH holds a valid and
enforceable interest, and to the extent of any diminution in RGH's
interests in the Debtor's cash collateral, RGH will be granted
security interests in and liens on the Debtor's postpetition
property and the proceeds thereof, with the same validity,
enforceability, and priority that it held in the Debtor's
prepetition property. Replacement Liens will only be granted in
property of the same type as any prepetition collateral of RGH to
the extent of any diminution in value, and will not extend to any
unencumbered assets.
In the event of a failure of adequate protection, RGH will have a
claim to the extent provided for under 11 U.S.C. section 507(b) of
the Bankruptcy Code and such RGH Adequate Protection Claim will, if
allowed, be granted in pari passu status with any allowed claim of
the Centers for Medicare and Medicaid Services under section 507(b)
of the Bankruptcy Code, pursuant to that certain Stipulation and
Agreed Order Regarding Suspension of Medicare Payments to the
Debtor by the United States Department of Health and Human
Services. Payment of any RGH Adequate Protection Claim will be
subordinate to the Carve Out.
The Carve Out includes the following: (i) all money and property
subject to a valid and perfected lien; (ii) all ordinary course
expenses owed or owing to administrative creditors, including
employees but other than professional fees, in the amounts
described in the Budget; and (iii) amounts required to be paid, if
any, to the Clerk of the Court and to the Office of the U.S.
Trustee pursuant to 28 U.S.C. section 1930(a).
The final hearing on the matter is set for April 28, 2023 at 10
a.m.
A copy of the order is available at https://bit.ly/3UygReb from
PacerMonitor.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 LLC filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90108) on March 3,
2023. In the petition filed by Nicholas Percival as manager and
chief operating officer, the Debtor reported assets and liabilities
between $1 million and $10 million each.
The case is overseen by Honorable Bankruptcy Judge Christopher M.
Lopez.
The Debtor is represented by Casey William Doherty, Jr, Esq. and
Samuel R. Maizel, Esq. at Dentons US LLP.
D&D BAKER: Seeks to Hire A&B Tax Services as Accountant
-------------------------------------------------------
D&D Baker Enterprises LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Indiana to employ A&B Tax
Services as its accountant.
The firm will render these services:
a. participate in meetings, whether in-person or
telephonically, with the Debtor, and/or its counsel, as requested;
b. prepare and/or review the monthly operating reports and
other schedules, as required by the local rules of the Court, and
the United States Trustee’s guidelines;
c. audit financial statements and other financial documents in
order to ensure compliance with generally accepted accounting
principles and State law requirements;
d. prepare year-end financial statements;
e. assist the Debtor with the preparation and filing of
outstanding federal, state and local tax returns; and
f. perform any other services that the Debtor may deem
necessary in its role as accountant to the Debtor, or that may be
requested by its counsel.
As disclosed in the court filings, A&B does not hold or represent
any interest adverse to the Debtor’s estate, and is a
disinterested person as that term is defined in the Bankruptcy
Code.
The firm can be reached through:
Nicole R. Edwards, EA
A&B Tax Services
1550 N Arlington Ave
Indianapolis, IN 46219
Phone: (317) 354-8650
Fax: (317) 354-8655
Email: info@abovebeyondtax.com
About D&D Baker Enterprises
D&D Baker Enterprises LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-00563) on
February 20, 2023. In the petition signed by Demetrius Baker,
member, the Debtor disclosed up to $50,000 in assets and up to
$500,000 in liabilities.
Judge Jeffrey J. Graham oversees the case.
Preeti Gupta, Esq. represents the Debtor as legal counsel.
DAVENPORT EXTREME: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Davenport Extreme Pools and Spas, Inc. asks the U.S. Bankruptcy
Court for the Western District of Kentucky, Louisville Division,
for authority to use cash collateral.
The Debtor requires the use of cash collateral to continue business
operations.
Caterpillar Financial Services Corporation is a secured creditor.
CFSC has a first priority lien on certain heavy equipment. The
Debtor believes CFSC does not have an interest in cash collateral.
Capital One is a secured creditor and has a first priority lien on
select equipment, generally described as a Jeep Wrangler. The
Debtor believes Capital One does not have an interest in cash
collateral. Further, the current Proposed Plan calls for the
liquidation of the collateral to satisfy Capital One's claim.
First Southern Bank has a first priority lien on certain vehicles.
The Debtor believes FSB does not have an interest in cash
collateral. Further, the current Proposed Plan calls for the
partial liquidation of the collateral to satisfy the bank's claim.
Peoples Bank is a secured creditor. PB has a first priority lien on
certain collateral, specifically an International Dump Truck. The
Debtor believes PB does not have an interest in cash collateral.
Further, the current Proposed Plan calls for the retention of this
collateral and payments amortized over 60 months at 4% interest.
Superior Pools is a secured creditor. SP has a blanket UCC lien on
equipment. The Debtor believes SP does have an interest in cash
collateral. Further, the current Proposed Plan calls for the
retention of this collateral and payments amortized over 60 months
at 4% interest. In the interim, the Debtor proposes to pay SP
adequate protection in the amount of 1% of the value of its
collateral on a monthly basis and offers a post-petition
replacement lien for continued security for SP.
As for adequate protection, the Debtor proposes to grant the
secured creditors or their respective assignees, valid and
automatically perfected replacement security interests and liens in
property to be acquired by the Debtor post-petition, excepting only
causes of action the Debtor may possess under chapter 5 of the
Bankruptcy Code, in the same validity and order of priority that
existed pre-petition, in the amounts equal to the diminution in
value of each such creditor's security, if any, caused by the
Debtor's use of cash collateral, effective nunc pro tunc to the
Petition Date.
A copy of the motion is available at https://bit.ly/3MDZirm from
PacerMonitor.com.
About Davenport Extreme Pools and Spas
Davenport Extreme Pools and Spas, Inc. is a Kentucky Corporation,
with its principal place of business being 2827 South English
Station Road, Louisville, KY 40299. It is in the business of
installing and maintain fiberglass pool shells.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Ky.
Case No. 22-32514) on Dec. 21, 2022, with as much as $1 million in
both assets and liabilities.
Judge Alan C. Stout oversees the case.
The Debtor is represented by James F. Guilfoyle, Esq., at Guilfoyle
Law Office, LLC.
DECADE SAC: Judge Removes Matters From Mandatory Mediation
----------------------------------------------------------
In the appealed case captioned as In re Decade, S.A.C., LLC, et al.
Chapter 7, Debtor. David W. Carickhoff, solely in his capacity as
chapter 7 Trustee for estates of Decade S.A.C., LLC, et al.
Appellants, v. Aaron Goodwin, Eric Goodwin and XXII Capital
Limited, Appellees, XXII Capital Limited, Appellant, v. Aaron
Goodwin, Eric Goodwin and David. W. Carickoff, solely in his
capacity as chapter 7 Trustee for the estates of Decade S.A.S, LLC,
et al., Appellees, Aaron Goodwin and Eric Goodwin, Appellants, v.
David W. Carickhoff solely in his capacity as chapter 7 trustee for
the estates of Decade, S.A.C., LLC, et al., Appellee, C.A. Nos.
23-201 MN, 23-203 MN, 23-209 MN, 23-262 (MN, D. Del.), Chief
Magistrate Judge Mary Pat Thynge of the U.S. District Court for the
District of Delaware recommends these matters be removed from
mandatory mediation and that the following briefing schedule be
adopted:
(a) Appellants' Opening Briefs: 42 days after entry of an
Order withdrawing these matters from mandatory mediation, including
23-262 MN
(b) Appellees' Briefs: 42 days after the filing of
Appellants' Briefs
(c) Appellants' Reply Briefs: if any, 21 days thereafter.
A full-text copy of the Recommendation dated March 27, 2023, is
available https://tinyurl.com/3kvxsmvs from Leagle.com.
DIOCESE OF HARRISBURG: Taps Holland & Knight as New Counsel
-----------------------------------------------------------
Roman Catholic Diocese of Harrisburg received approval from the
U.S. Bankruptcy Court for the Middle District of Pennsylvania to
employ Holland & Knight, LLP to substitute for Waller Lansden
Dortch & Davis, LLP.
The services to be provided by the firm include advising the Debtor
of its powers and duties under the Bankruptcy Code; negotiating
with creditors; assisting the Debtor in connection with any
potential sale of its assets; and preparing a Chapter 11 plan.
The firm will be paid at these rates:
Tyler Layne, Partner $490 per hour
Blake Roth, Partner $495 per hour
Hannah Berny, Associate $350 per hour
Krishna Patel, Associate $330 per hour
Scott Kunde, Associate $330 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Blake Roth, Esq., a partner at Holland & Knight, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Blake D. Roth, Esq.
Tyler N. Layne, Esq.
Holland & Knight, LLP
511 Union Street, Suite 2700
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
Email: blake.roth@hklaw.com
tyler.layne@hklaw.com
About Roman Catholic Diocese of Harrisburg
The Roman Catholic Diocese of Harrisburg is comprised of 89
parishes in 15 counties in Central Pennsylvania. It is one of
several Catholic districts that has sought Chapter 11 bankruptcy
protection over the past several years to address child abuse
lawsuits.
The Roman Catholic Diocese of Harrisburg sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No.
20-00599) on Feb. 19, 2020, with up to $10 million in assets and up
to $100 million in liabilities. Judge Henry W. Van Eck oversees
the case.
The Debtor tapped Holland & Knight, LLP as bankruptcy counsel;
Kleinbard, LLC as special counsel; Keegan Linscott & Associates, PC
as financial advisor; and Epiq Corporate Restructuring, LLC as
claims and noticing agent. The Hon. Michael Hogan has been tapped
as unknown abuse claims representative.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent tort claimants in the Chapter 11 case of the Roman
Catholic Diocese of Harrisburg. The tort claimants' committee is
represented by Stinson, LLP.
DIVERSIFIED HEALTHCARE: S&P Places 'CCC+' ICR on Watch Positive
---------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Newton, Mass-based
Diversified Healthcare Trust (DHC), including its 'CCC+' issuer
credit rating, on CreditWatch with positive implications.
The CreditWatch placement reflects S&P's expectation that the
transaction will enhance DHC's credit profile because it is being
acquired by a higher-rated entity and will benefit from increased
scale, improved liquidity, and greater financial flexibility.
DHC announced that it has entered into a definitive agreement to be
acquired by Office Properties Income Trust (OPI).
S&P said, "The CreditWatch positive placement reflects our view
that DHC will benefit from increased scale and improved financial
flexibility following its acquisition by OPI. We anticipate the
all-stock transaction will close in the third quarter of 2023.
DHC's shareholders will receive 0.147 shares of OPI's common stock
for each of the company's shares.
"We expect to revolve the CreditWatch once OPI closes its
acquisition of DHC, which we expect will occur in the third quarter
of 2023, and we gain more clarity around the combined entity's
financial policy, capital structure, and liquidity position. We
anticipate that we will discontinue our ratings on DHC at that
time. If the transaction fails to close, we would reassess our
ratings on the company."
DHC is a midsize REIT with a diversified portfolio of health care
properties, including senior living communities, medical office,
and life science buildings. As of Dec. 31, 2022, the company's
portfolio comprised 379 health care properties in 36 states and
Washington, D.C., totaling $6.7 billion of undepreciated real
estate investments. The company is externally managed by The RMR
Group Inc.
DYNATRACE LLC: Moody's Withdraws 'Ba2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Dynatrace
LLC, including the Ba2 Corporate Family Rating and Ba2 senior
secured revolving credit facility rating.
Withdrawals:
Issuer: Dynatrace LLC
Corporate Family Rating, Withdrawn, previously rated Ba2
Probability of Default Rating, Withdrawn, previously rated Ba2-PD
Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-1
Backed Senior Secured Revolving Credit Facility, Withdrawn,
previously rated Ba2 (LGD3)
Outlook Actions:
Issuer: Dynatrace LLC
Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
Moody's has decided to withdraw the ratings for its own business
reasons.
Dynatrace LLC (NYSE: DT) is a leader in enterprise application
performance monitoring (APM) software, providing a unified software
intelligence platform combining observability and application
security with AIOPS and automation. Headquartered in Waltham, MA,
the company reported revenues of approximately $1.1 billion as of
the LTM period ended December 31, 2022.
EAGLE LEDGE: Wins Interim Cash Collateral Access Thru Oct 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Modesto Division, authorized Eagle Ledge Foundation, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 15% variance through October 31, 2023.
The monies, which may include cash collateral (no determination
having been made whether such monies are cash collateral), that the
Debtor in Possession is authorized to use are the monies in its
operating accounts which the Debtor in Possession states total
approximately $785,000.
As adequate protection, each creditor is given a replacement lien
on all post-petition assets of the Bankruptcy state in such amount
necessary to compensate for the diminution of the creditor's
secured claim, computed prior to the use of cash collateral, due to
a reduction in the collateral security such claim.
The replacement liens are deemed perfected by the Court's order and
no further recording or documentation of the lien is required.
A further hearing on the matter is scheduled for September 28, 2023
at 10:30 a.m.
A copy of the order is available at https://bit.ly/3Uslruu from
PacerMonitor.com.
About Eagle Ledge Foundation, Inc.
Formed in 2009, Eagle Ledge Foundation, Inc. is a California
not-for-profit religious corporation. ELF launched a loan fund
focused on serving the small local church, which often lacked
financing options with commercial lenders. ELF issued bond
certificates to individuals who made, either directly or through
their retirement accounts, contributions to ELF.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 22-90160) on May 18,
2022. In the petition signed by Chester L. Reid, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Ronald H. Sargis oversees the case.
Lubin Olson & Niewiadomski LLP and Bush Ross, P.A. represent the
Debtor as counsel.
EARLY BIRD PEDIATRIC: Commences Subchapter V Case
-------------------------------------------------
Early Bird Pediatric Therapy Clinic Inc. filed for chapter 11
protection in the Western District of Texas. The Debtor elected on
its voluntary petition to proceed under Subchapter V of chapter 11
of the Bankruptcy Code.
The Debtor operates a professional speech, occupational, physical
and behavior therapy business.
The Debtor's primary reason for filing bankruptcy was to: (i)
protect the Debtor from the collection efforts of creditors; and
(ii) provide the means to propose a reasonable and feasible
repayment plan for the repayment of its debts.
According to court filings, Early Bird Pediatric Therapy Clinic
Inc. has $2,495,804 in debt owed to 1 to 49 creditors. The
petition states that funds will not be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
May 2, 2023 at 10:00 a.m. in Room Telephonically on telephone
conference line: (866)909-2905 (participant passcode: 5519921#).
About Early Bird Pediatric Therapy Clinic
Early Bird Pediatric Therapy Clinic Inc. --
https://www.earlybirdtherapy.com -- is a comprehensive
facility offering physical therapy, occupational therapy, speech
therapy, and applied behavior analysis for children from birth to
20 years old.
Early Bird Pediatric Therapy Clinic sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-30315) on
March 31, 2023. In the petition signed by Jane Concha, director,
the Debtor disclosed $508,403 in total assets and $2,495,804 in
total debts.
Judge Christopher Mott oversees the case.
Brad W. Odell has been appointed as Subchapter V trustee.
Robert C. Lane, Esq., at the Lane Law Firm, is the Debtor's
counsel.
EMERALD ELECTRICAL: Court OKs Cash Collateral Access Thru April 27
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Gainesville Division, authorized Emerald Electrical Consultants LLC
to use cash collateral on an interim basis in accordance with the
budget, through the date of the final hearing set for April 27,
2023, at 10:30 a.m.
As previously reported by the Troubled Company Reporter, Emerald
Electrical and its affiliates are borrowers on certain loans with
First US Bank, which asserts security interests in certain of the
Debtor's personal property. The revenue from the Debtor's business
may constitute cash collateral.
The Court said the Lender and any other secured creditor will
continue to hold liens as set forth in the First Interim Order,
subject to the Carve-Out.
As further adequate protection, and as a further condition of the
continued use of cash collateral, the Debtor will pay to the Lender
a monthly adequate protection payment in an amount equal to the
monthly principal and interest due under the various loans made by
the Lender to the Debtor, which total amount will be provided by
the Lender to the Debtor on or before the first day of each
calendar month. Adequate protection payments will be made on or
before the sixth day of each consecutive month thereafter during
the Interim Period.
To the extent the Debtor has not already done so, it must provide
the Lender with access to the vehicles, equipment, and other
property which constitute the Lender's collateral at a time and
place convenient to the Lender to allow the Lender to inspect the
collateral.
The "Carve-Out" means (i) all fees required to be paid to the Clerk
of the Bankruptcy Court and to the Office of the U.S. Trustee under
28 U.S.C. section 1930(a); and (ii) additional post-petition
retainer funds to be paid to the Debtor's counsel in the amounts
set forth in the Budget.
The Carve-Out will be senior to all liens and claims and all other
forms of adequate protection, liens, security interests, and other
claims granted to the Lender or any other party; provided, however,
the Lender asserts a perfected, first-priority security interest in
all of the Debtor's assets.
A copy of the order is available at https://bit.ly/4192pvS from
PacerMonitor.com.
About Emerald Electrical Consultants LLC
Emerald Electrical Consultants LLC specializes in substation
construction, related technical services, and consulting across the
United States, with a focused presence in the southeastern and
central regions of the country. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No.
22-20913) on September 15, 2022. In the petition signed by Lindy
Truitt, president and CEO, the Debtor disclosed up to $10 million
in both assets and liabilities.
Judge James R. Sacca oversees the case.
Benjamin Keck, Esq., at Keck Legal, LLC, is the Debtor's counsel.
ENDEAVOR ENERGY: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
------------------------------------------------------------------
S&P Global Ratings revised the rating outlook on Endeavor Energy
Resources L.P. to positive from stable. S&P also affirmed its 'BB+'
issuer credit rating and issue-level ratings on Endeavor's debt.
The recovery rating remains '3', reflecting its expectation of
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default.
S&P said, "The positive outlook reflects our view that Endeavor's
production will continue to grow to levels that are increasingly
competitive with investment-grade peers. We also anticipate average
funds from operations (FFO) to debt well above 60% with debt to
EBITDA well below 1.5x, even at our midcycle price assumptions."
Endeavor's rapidly growing Midland Basin operations are becoming
more comparable with higher-rated peers.
The company's production in fourth quarter 2022 was approximately
311 Mboe/d, and we expect it could cross 350 Mboe/d in 2024. S&P
anticipates Endeavor will run 15 rigs and four frac crews this year
with a total capital budget in the mid-$3 billion area. Despite its
swift growth in recent years, Endeavor's fourth quarter 2022
operating cost structure of less than $9/boe remains one of the
industry's lowest, and its capital efficiency based on its EURs and
drilling and completion (D&C) costs per foot are highly
competitive. While its production lags similarly concentrated
investment-grade peers, its 1.5 billion barrels equivalent proved
reserve base (58% PD, 45% oil) across more than 350,000 net acres
is already larger than some of those competitors and provides
plenty of inventory for development.
The company has maintained a very strong balance sheet and
conservative financial policy.
Endeavor has zero net debt based on its year-end 2022 cash balance
of $1.59 billion and only $978 million of its 2028 notes
outstanding. Its $1.5 billion revolving credit facility expiring in
2025 is undrawn. The company has generated positive free cash flow
for the past 10 quarters, and S&P believes free cash flow could
surpass $1 billion in 2023 and 2024--with potential uses of cash
including bolt-on acquisitions; additional debt repurchases; or an
increase in discretionary distributions, which are currently about
$50 million annually. S&P notes the company recently hired Brenda
Schroer (who previously served as CFO for Aris Water Solutions and
Concho Resources Inc.) as its new Chief Financial Officer following
Damon Button's retirement.
S&P said, "The positive outlook reflects our view that Endeavor's
production will continue to grow to levels that are increasingly
competitive with investment-grade peers. We also anticipate average
FFO to debt well above 60% with debt to EBITDA well below 1.5x,
even at our midcycle price assumptions.
"We could revise the outlook to stable if FFO to debt falls and is
sustained below 60%, or if we no longer believe production will
increase in the near-term."
This would most likely occur if:
-- Commodity prices fall below S&P's price deck assumptions;
-- The company does not meet S&P's expectations for production
growth and operational performance; or
-- It becomes more aggressive with equity distributions.
An upgrade would be possible if the company increases its scale to
levels more comparable with geographically concentrated
investment-grade peers while demonstrating prudent financial
policies, maintaining FFO to debt comfortably above 60% even at our
midcycle price assumptions, and extending its track record of
generating significant free operating cash flow.
This would most likely occur if:
-- Production and proved developed reserves increase materially.
-- Its financial policy continues to be conservative.
ESG credit indicators:E-4, S-2, G-2
S&P Said, "Environmental factors are a negative consideration in
our credit rating analysis of Endeavor as the exploration and
production and downstream industries contend with an accelerating
energy transition and adoption of renewable energy sources. We
believe falling demand for fossil fuels will lead to declining
profitability and returns for the industry as it fights to retain
and regain investors that seek higher return investments. To help
address these concerns, Endeavor has reduced gas flaring intensity
by around 22% compared to 2021 and used 33% recycled water for
completion operations in 2022."
ESCO LTD: Shoe City Files for Chapter 11 to Close All 39 Locations
------------------------------------------------------------------
ESCO Ltd. filed for chapter 11 protection in the District of
Maryland.
Headquartered in Baltimore, the Company was formed in 1949 as
Eileen Shoes. The Company rebranded its stores as Shoe City in
1980. Today, the Company is an urban-inspired footwear, apparel,
and accessories retailer offering men’s, women’s, and
children's products from consumer brands such as Nike, Adidas, and
Puma.
As of the Petition Date, the Debtor operates 39 stores in Maryland,
Virginia, and the District of Columbia. The Debtor employs
approximately 161 full-time employees and 233 part-time employees,
with approximately 61 employees working at its corporate office and
warehouse locations or as regional managers, and approximately 333
employees working at its
store locations. The number of part-time employees has
historically fluctuated depending on the Debtor’s seasonal needs.
None of the Debtor's employees are represented by a labor union.
The Debtor remains a family-owned business to this day as the
equity of the Debtor is owned by family members and family trusts
of the founders. Unfortunately, after 74 years in business, the
Shoe City legacy has come to an end.
The Debtor commenced this Chapter 11 Case to conduct store closing
sales and liquidate all of its assets for the benefit of all
creditors.
Capital Structure
The Debtor is party to that certain Loan Agreement dated Sept. 19,
2017 with SunTrust Bank (now known as Truist Bank). Pursuant to
the Loan Agreement, the Pre-Petition Lender agreed to extend the
Company a revolving loan in an aggregate principal amount not to
exceed $12,000,000, amended on Dec. 29, 2020, to an aggregate
principal amount not to exceed $10,000,000. The Pre-Petition
Credit Facility is secured by first priority liens over
substantially all of the Debtor's assets. As of March 28, 2023,
the unpaid principal balance owed under the Pre-Petition Credit
Facility was $3,164,122.
In addition, as of the Petition Date, the Debtor estimates that it
has $16 million of outstanding unsecured debt, which is comprised
mostly of trade debt due to vendors.
Events Leading to Chapter 11 Filing
Various factors have severely impacted the profitability of the
Debtor's business, ultimately prompting the current liquidity
crisis that precipitated the decision to commence this Chapter 11
Case and dispose of all assets pursuant to a Court-regulated
process.
Over the last several years, the Debtor suffered declines in sales
and increasing losses in net income. The Debtor incurred operating
losses of approximately $280,000 and $1.76 million in fiscal years
2020 and 2021, respectively, which had a significant negative
impact on the Debtor's financial position and liquidity. The Debtor
took a number of measures in an attempt to address these issues,
including shopping the Company as a going concern as well as
seeking third party financing sources for replacement financing.
In May 2022, The Athlete's Foot parent, the Arklyz Group, executed
a deal to acquire the Debtor in an effort to expand on Arklyz's
North American presence. By all measures, the proposed deal was
full of synergies between two companies committed to their
respective communities, loyal customers, and philanthropic
initiatives. Unfortunately, Arklyz did not close on the deal. As a
result, the Debtor was never able to regain profitability.
Starting in fiscal year 2020, certain key vendors to the Debtor's
business started to change the allocation of goods provided to the
Debtor. The Debtor failed to receive certain high-end goods and new
sneaker releases at the levels from previous years that are
critical to this industry.
In fiscal year 2022, comparable-store sales decreased by
approximately $8.5 million from the prior years. During the current
fiscal year, sales continued to decrease by almost $5 million
through January 2023 when compared to the prior fiscal year,
placing increased pressure on the Debtor's liquidity position as
none of the Company's efforts to improve its cash position came to
fruition.
As a result of the poor financial performance, the Debtor has not
been in compliance with certain covenants under the Pre-Petition
Credit Agreement, which constituted events of default under the
Pre-Petition Credit Facility.
On Nov. 15, 2022, the Debtor and the Pre-Petition Lender entered
into a Forbearance Agreement, pursuant to which the Pre-Petition
Lender agreed to forbear from exercising any rights and remedies
under the Pre-Petition Credit Facility.
In addition to the liquidity constraints caused by the revenue
decline, at or around the same time, in accordance with the
Forbearance Agreement, the Pre-Petition Lender imposed certain
restrictions per the terms of the Pre-Petition Credit Agreement
that further reduced liquidity. These restrictions further impaired
the Debtor's ability to (i) pay rent to many of their landlords;
(ii) pay vendors in accordance with applicable terms; and (iii)
purchase new and popular inventory to supplement the inventory mix
at their retail locations, all of which is essential to meet trends
in order to maintain customer loyalty and drive customer traffic to
stores. This inventory limitation further impacted sales, resulting
in the inability to attract any recapitalization interest, further
threatening all value of the Debtor's business.
On Feb. 6, 2023, the Debtor and the Pre-Petition Lender entered
into a Second Forbearance Agreement, pursuant to which the
Pre-Petition Lender agreed to forbear from exercising any rights
and remedies under the Pre-Petition Credit Facility until March 15,
2023.
As a direct result of these liquidity constraints, certain vendors
would only ship product to the Debtor on a cash in advance basis,
which further stressed the Debtor's liquidity position. Finally,
the Debtor's top shoe vendor, terminated its contract with the
Debtor in early March. Without new product on the shelves, the
Debtor was left with no viable options to save the business.
Accordingly, the Debtor, in consultation with the Pre-Petition
Lender, agreed that the best path forward to pay off the
Pre-Petition Credit Facility, and hopefully provide for a return to
other creditors, was to conduct store closing sales at all 39
retail locations and liquidate substantially all of its assets for
the benefit of all creditor constituencies.
Through the Chapter 11 Case, the Debtor intends to liquidate
substantially all of its assets through orderly going out of
business and store closing sales which will provide the best result
for all interested parties. The Debtor intends to conclude the
store closing sales by May 31, 2023 and is hopeful that the
proceeds of these sales will allow the Debtor to pay the
Pre-Petition Lender in full. The success of the store closing
sales will dictate whether there is a runway for a liquidating
chapter 11 plan upon the conclusion of the store closing sales.
About ESCO Ltd.
ESCO Ltd., doing business as Shoe City, retails apparel and
footwear.
ESCO Ltd. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 23-12237) on March 31,
2023. In the petition filed by Stanley W. Mastil, as chief
restructuring officer, the Debtor reported assets and liabilities
between $10 million and $50 million.
The Debtor is represented by:
Daniel Jack Blum, Esq.
Polsinelli PC
1800 Woodlawn Drive
Gwynn Oak, MD 21207-4007
Tel: 202-772-8483
Email: jack.blum@polsinelli.com
EVOKE PHARMA: Receives Notice of Allowance for GIMOTI Application
-----------------------------------------------------------------
Evoke Pharma, Inc. announced the United States Patent and Trademark
Office issued a Notice of Allowance for U.S. Application No.
17/100,664 for GIMOTI nasal spray.
The U.S. patent, entitled "Nasal Formulation of Metoclopramide," is
expected to be issued on April 18, 2023, will be assigned patent
number 11628150 and will expire in 2030. The new patent will add
to Evoke's existing U.S. Food and Drug Administration Orange
Book-listed patent portfolio.
About Evoke Pharma
Headquartered in Solana Beach, California, Evoke Pharma, Inc. --
http://www.evokepharma.com-- is a specialty pharmaceutical company
focused primarily on the development of drugs to treat GI disorders
and diseases. The Company is developing Gimoti, a nasal spray
formulation of metoclopramide, for the relief of symptoms
associated with acute and recurrent diabetic gastroparesis in adult
women.
Evoke Pharma reported a net loss of $8.22 million for the year
ended Dec. 31, 2022, compared to a net loss of $8.54 million for
the year ended Dec. 31, 2021.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated March 21, 2023, citing that the Company has suffered
recurring losses and negative cash flows from operations since
inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
FIELD TRIP: Gets Initial Stay Order; PWC as Monitor
---------------------------------------------------
Field Trip Health & Wellness Ltd., Field Trip Health Holdings Inc.,
Field Trip Health Canada Inc., Field Trip Digital Canada Inc., and
Field Trip Health USA Inc. sought and obtained an initial order
from the Ontario Superior Court of Justice (Commercial List)
pursuant to the Companies' Creditors Arrangement Act.
Pursuant to the initial order, Pricewaterhousecoopers Inc. LIT was
appointed as monitor of the Companies. Copies of the initial order
and amended initial order are available on the Monitor's website at
https://www.pwc.com/ca/fieldtrip.
According to Court Documents, the Companies's business has
experience declining financial performance and the Companies no
longer has access to sufficient financing to sustain its operations
in their current form. The Companies' challenges continue to
persist despite good faith efforts to revitalize the business and
restructure its operations.
As a result, the Field Trip Group is insolvent, unable to meet its
obligations as they become due, and in need of protection from its
creditors. Without access to capital, the significant losses
incurred by the Field Trip Group are no longer sustainable and will
be unable to continue as a going concern.
For further information regarding the Companies' CCAA proceedings,
contact:
Pricewaterhousecoopers Inc., LIT
Monitor of the Companies
PwC Tower
18 York Street, Suite 2600
Toronto, ON M5J 0B2
Email: ca_fieldtrip@pwc.com
Tammy Muradova
Tel: 416-941-8383
Email: tammy.muradova@pwc.com
Greg Prince
Tel: 416-814-5752
Email: Gregory.n.prince@pwc.com
Meagan Binder
Tel: 416-687-9293
Email: binder.t.meagan@pwc.com
Lawyers for the Companies:
Miller Thomson LLP
40 King Street West, Suite 5800
Toronto, Ontario M5H 3S1
Tel: (416) 595 8500
Gavin H. Finlayson
Email: gfinlayson@millerthomson.com
Gregory Azeff
Email: gazeff@millerthomson.com
Stephanie De Caria
Email: sdecaria@millerthomson.com
Gina Rhodes
Email: grhodes@millerthomson.com
Counsel for the Monitor:
Thornton Grout Finnigan LLP
100 Wellington St W #3200
Toronto, ON M5K 1K7
Grant Moffat
Tel: 416-304-1616
Email: gmoffat@tgf.ca
Puya Fesharaki
Tel: 416-304-7979
Email: pfesharaki@tgf.ca
The Field Trip is in the business of facilitating
psychedelic-enhanced therapies at various operating and
non-operating clinic locations across Canada, the United States and
the Netherlands. The Field Trip Group also operates a research and
cultivation laboratory in Jamaica in conjunction with a local
university.
FREE SPEECH: Can't Pay Firms Rejected by Court, Says UST
--------------------------------------------------------
The U.S. Trustee's Office asserts that Alex Jones' media network
Free Speech Systems LLC cannot pay prepetition retainers to the law
firm Shannon & Lee LLP or bankruptcy advisers Schwartz Associates
LLC, in part because the bankruptcy court denied their employment
applications.
The Debtor, Shannon & Lee LLP ("S&L"), Schwartz Associates LLC
("SALLC"), and Melissa Haselden, in her capacity as the Subchapter
V Trustee (the "Subchapter V Trustee") on March 17, 2023, filed a
motion seeking authorization for the estate to compensate S&L and
SALLC, two unretained professionals whose employment applications
were previously rejected by the Court. In so doing, the Motion
would purport to fully resolve several pending matters, including
appeals by S&L and SALLC related to their employment applications,
as well as contested administrative expense applications by S&L and
SALLC.
Kevin M. Epstein, the United States Trustee for the Southern
District of Texas, submitted his objection to the Motion on April
6, 2023. The U.S. Trustee asserts that while consensual
resolutions to disputes are encouraged in bankruptcy proceedings,
the relief requested here should be denied for at least three
reasons:
* First, because notices of appeal have been filed with respect
to the S&L and SALLC employment orders, this Court lacks
jurisdiction to grant relief with respect to matters that are now
the subject of the Appeals.
* Second, the Motion exceeds the proper scope of a Rule 9019
motion because it is the Court, and not the Debtor, who must
approve professional employment and compensation applications in a
bankruptcy case, and for that reason a chapter 11 debtor cannot
bargain away the right of other parties -- including the U.S.
Trustee -- to object to improper employment or compensation
applications, nor can it bargain away the Court's own independent
obligation to review those applications.
* Third, the Motion requests payments of SALLC and S&L under an
incorrect legal standard because Rule 9019 does not displace the
more stringent legal requirements that a professional must meet in
order to be retained or compensated under Bankruptcy Code Sections
327, 330, and 503, nor does it create an exception to the
Bankruptcy Code’s prohibition against compensation for unretained
professionals.
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.
FREEPORT-MCMORAN INC: S&P Affirms 'BB+' LT Issuer Credit Rating
---------------------------------------------------------------
S&P Global Ratings revised the outlook on copper producer
Freeport-McMoRan Inc. to positive from stable, and affirmed its
'BB+' long-term issuer credit rating on the company.
The positive outlook reflects S&P's view that Freeport is building
a multiyear track record of strong credit ratios that support
credit quality through a range of potential profit swings.
The Grasberg mine ramps up copper and gold output from underground
operations, and Freeport's interest drops to 49%. Beginning in
2023, Freeport's economic interest decreased to 48.7% of
PT-Freeport Indonesia (PT-FI) from 81.3% previously, consistent
with ownership changes negotiated in 1995 under the previous joint
venture agreement with Rio Tinto Group and preserved pursuant to
the government's acquisition of Rio's interest in 2018. PT-FI owns
Freeport's largest asset, the Grasberg mine. Mining Industry
Indonesia (MIND ID) owns the remaining 51.24% of PT-FI. MIND ID is
Indonesia's mining industry holding company comprising PT ANTAM
Tbk, PT Bukit Asam, PT Freeport Indonesia, PT Indonesia Asahan
Aluminium (Persero), and PT Timah Tbk. The Grasberg mining district
has achieved several years of sequentially higher copper and gold
output since moving fully to its underground phase in 2019. PT-FI
is now spending $3.4 billion to construct a new copper smelter and
refinery in Gresik, Java, as part of the agreement with the
government to increase domestic capacity to allow for all copper
concentrate to be processed in-country. The long-standing Contract
of Work with the Indonesian government was replaced in 2018 by a
special mining permit (IUPK) issued by the central government in
Indonesia. The ownership and economic changes highlight some of the
credit risks that Freeport faces in Indonesia, where various levels
of government have intervened in operations, investments, and
ownership. Ownership and control are stable after these were
renegotiated in 2018, but Freeport still faces permit renewals in
2031 and 2041. Both Freeport and Grasberg have experienced episodes
of friction with various governments in Indonesia and changes in
mine economics, any of which could arise over a longer horizon.
S&P Global Ratings' historical financial ratios reflect the
company's 100% consolidation of Grasberg with fairly large minority
interest distributions that constrain cash generation. S&P said,
"As we do with many of its peers in the global mining industry, we
often aim to reflect underlying economics by proportionately
consolidating large, shared assets, especially if these have
external financing. PT-FI accounted for $4.6 billion of Freeport's
$7.0 billion consolidated operating income in 2022, and Freeport
earned an 81.3% economic interest of that $4.6 billion operating
income. A 48.76% share of that operating income would now be $2.2
billion instead of $3.7 billion. With PT-FI's earnings and $3
billion of debt proportionately consolidated, we estimate that S&P
Global Ratings-adjusted debt to EBITDA would be about 1.2x in 2022
instead of 0.9x fully consolidated." The ratio gap is not large,
but it would likely widen at higher levels of debt leverage, and it
changes with debt levels at Freeport and PT-FI.
Freeport focuses capital allocation on smelter construction and
shareholder returns. Solid cash flow and strong liquidity should
enable the company to fund its large capital investments while
flexing cash returns to shareholders and holding debt levels
steady. After Freeport spent several billion dollars over a few
years, the Grasberg mine has transitioned underground, producing
copper at an annualized rate of about 1.6 billion pounds in 2023,
up from 600 million pounds in 2019 when operations moved fully to
underground mining. Annual gold production has also almost doubled
to about 1.8 million ounces in the past few years. The steady
ramp-up of profitable output from the underground transition
enables the company to dedicate capital to the Gresik smelter
construction (which is already funded at the PT-FI level), a range
of smaller copper projects, and its variable dividends.
S&P said, "Debt leverage likely remains low with robust EBITDA. We
believe that solid credit ratios should persist in 2023 and beyond,
with robust earnings and moderate debt usage. Although copper
prices have dropped with weaker economic prospects, they remain
elevated by historical standards. That said, large capital
expenditures (capex) and a larger minority interest distribution
consume some of the company's cash balances in 2023 before cash
flow increases again in 2024 and 2025 with lower capex. We expect
consolidated adjusted debt leverage will remain about 1x over the
next 12 to 24 months, assuming S&P Global Ratings-adjusted EBITDA
margins of about 40%. Because Grasberg is so profitable relative to
Freeport's other assets, full consolidation of the now 49% interest
amplifies the mine's contribution to financial data above net
income and minority interest. The Indonesian subsidiary's high
operating margins (57% in 2022) and low debt usage also enhance
consolidated leverage ratios compared with proportionate
consolidation. PT-FI is funding the smelter capacity expansion
projects itself with debt, which supports overall liquidity when
projects this large often require cash contributions from parent
companies. PT-FI has a large $1.3 billion revolver, which could
fund a portion of the capital spending. PT-FI's operating
committee, which is controlled by Freeport, would decide on sources
of incremental capital. We estimate that PT-FI accounted for more
than 70% of Freeport's consolidated EBITDA-less-capex in 2022, even
during a phase of high capital spending."
Freeport's asset mix is more concentrated than that of
investment-grade peers and particularly exposed to risks in
Indonesia. Asset concentration in the Indonesia operations poses
elevated operating and strategic risk for Freeport, but the company
has other meaningful clusters of assets in the U.S., Peru, and
Chile. The company also owns slightly more than 50% of each of its
assets in Latin America and 72% of the Morenci copper mine in
Arizona. S&P said, "Therefore, we estimate Freeport's earnings
concentration from Grasberg is closer to 35%-40%, which is more
consistent with some investment-grade peers that rely on a few
large assets for earnings and cash flow. As resource nationalism
appears to be rising around the world, we believe the globally
important Grasberg mine could be exposed to further changes in
economics for its U.S.-based minority owner, particularly as
permits are reconsidered for extension in the next decade or two.
Moreover, Indonesia is prone to natural disasters, acts of
violence, and labor disputes that could adversely affect
operations. Therefore, we continue to apply a one-notch negative
adjustment to our implied 'bbb-' anchor. By comparison, peers such
as Teck Resources Ltd., Anglo-American, and Southern Copper Corp.
typically generate more balanced earnings and cash flow by asset
compared with Freeport, with less local friction and less
uncertainty about mine economics and ownership. Consequently, we
believe persistently low debt leverage and a strong ratio buffer
could offset the long-term risks of the concentration of Freeport's
risks in Indonesia."
S&P said, "The positive outlook reflects our expectation that
Freeport could maintain consolidated adjusted debt leverage of
about 1x for a third consecutive year in 2023, even if we
proportionately consolidate PT-FI. The transition to underground
mining has boosted output and maintains attractive costs at
Grasberg, likely providing good returns on that incremental
capital. Furthermore, the construction of the new Gresik smelter is
advancing and is well funded, but unexpected higher capex could
still require more cash outlays. We expect low leverage of about 1x
for an investment-grade rating for Freeport to account for its
minority position in a high-profile, global cornerstone asset in
Indonesia. Ownership or cash flow risks in Indonesia might not be
imminent but could arise over the long horizons we expect for
investment-grade credit stability.
"We could revise the outlook to stable if adjusted leverage
increases toward 2x due to unexpected disruptions or large debt
increases for growth or acquisitions. A good ratio buffer makes
such an earnings stress unlikely, but higher capex, acquisitions,
shareholder returns, and sharply lower prices could coincide to
weaken credit ratios. We could also revise the outlook to stable in
the unlikely event of a two-notch downgrade of the foreign currency
rating (BBB/Stable/--) on Indonesia that could cap the rating on
Freeport, assuming the exposure to Indonesia (volumes, EBITDA
contribution) remains above 25%.
"We could raise the ratings to investment-grade over the next 12-24
months if steady operations, robust earnings, and moderate debt
levels sustain adjusted debt to EBITDA of about 1x, which we
believe would provide a good buffer for a cyclical swing, profit
disruptions at any of its assets, or even higher debt for capital
outlays." Freeport appears unlikely to pursue transformational
transactions, as in past cycles. Nevertheless, acquiring or
developing increasingly scarce high-quality copper reserves is
expensive and difficult, so that output growth in strategically
important copper likely necessitates large capital investments and
a multicycle view of prospective returns.
ESG credit indicators: E-3, S-3, G-2
FTX TRADING: EU Unit Files Petition for Swiss Moratorium Process
----------------------------------------------------------------
FTX Trading Ltd. (d.b.a. FTX.com) and its affiliated debtors
(together, the "FTX Debtors") on April 12 disclosed that the Board
of Directors of debtor FTX Europe AG, the holding company of the
FTX European business, has filed a petition for a Swiss moratorium
proceeding (the "Moratorium"). A Swiss court granted the Moratorium
on April 11, 2023.
FTX Europe AG notes the Moratorium process will facilitate the
exploration of strategic alternatives, including the previously
disclosed potential sale of its business pursuant to U.S.
Bankruptcy Court-approved bidding procedures. Importantly, the
previously announced process for confirming customer balances in
preparation for allowing the withdrawal of funds from FTX EU Ltd.
is unchanged by the Moratorium.
In its order granting the Moratorium, the Swiss court appointed an
administrator for FTX Europe AG. FTX Europe AG is also a debtor in
the Chapter 11 proceedings in Delaware.
Advisors
The FTX Debtors are represented by Sullivan & Cromwell LLP as legal
counsel and are assisted by Alvarez &Marsal North America, LLC as
financial advisor, Perella Weinberg Partners LP as investment
banker,Quinn Emanuel Urquhart& Sullivan, LLP as special counsel and
Landis Rath& Cobb LLP asDelawarecounsel.
About FTX Trading
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.
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.
Katherine Stadler, the court-appointed fee examiner, is represented
by Godfrey & Kahn, SC.
GARCIA GRAIN: Court OKs Cash Collateral Access Thru May 10
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
McAllen Division, authorized Garcia Grain Trading Corporation to
use cash collateral on an interim basis through May 10, 2023.
The Court said the Debtor is permitted to use cash collateral in
accordance with the budget introduced at the hearing on April 6.
The cash collateral arises from post-petition payments received by
the Debtor from its customers deposited in its checking accounts.
The Debtor will continue to receive payments on its outstanding
prepetition accounts receivable and to deposit funds received into
the Debtors' checking Debtor-in-Possession account. These funds
represent the asserted cash collateral or property of StoneX
Commodity Solutions LLC f/k/a FCStone Merchant Services, LLC,
Falcon Bank, Grainchain, Inc. and Vantage Bank Texas.
As adequate protection of the interest of StoneX Commodity
Solutions LLC f/k/a FCStone Merchant Services, LLC, Falcon Bank,
Grainchain, Inc. and Vantage Bank Texas in the cash collateral or
property being used, the secured creditors are granted continuing
replacement like kind liens or ownership positions in all of the
Debtor's inventory and accounts receivable presently owned by or
securing the indebtedness owing to StoneX, Falcon, Grainchain, and
Vantage in the same priority and in the same nature, extent, and
validity as such liens or ownership positions existed prepetition.
To the extent the Replacement Liens prove inadequate to protect any
valid holder of an interest in the Grain located at the Progresso
facility from a demonstrated diminution in the value of their
respective collateral or ownership positions from the Petition
Date, then the parties are granted an administrative expense claim
under 11 U.S.C. section 503(b) with priority in payment under 11
U.S.C. section 507(b).
A hearing on the continued use of cash collateral is set for May 11
at 3:30 p.m.
A copy of the Court's order and the Debtor's budget is available
athttps://bit.ly/43nOjb9 from PacerMonitor.com.
The Debtor projects $75,848 in total operating expenses for the
period from April 10 to May 12, 2023.
About Garcia Grain Trading Corp.
Garcia Grain Trading Corp.'s line of business includes buying
and/or marketing grain, dry beans, soybeans, and inedible beans.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70028) on February
17, 2023. In the petition signed by Octavio Garcia, its CEO and
president, the Debtor disclosed up to $50 million in both assets
and liabilities.
Judge Eduardo V. Rodriguez oversees the case.
David R. Langston, Esq., at Mullin Hoard & Brown, LLP, represents
the Debtor as legal counsel.
GAUCHO GROUP: Delays Filing of 2022 Annual Report
-------------------------------------------------
Gaucho Group Holdings, Inc. was unable to file its Annual Report on
Form 10-K for the year ended Dec. 30, 2022 on March 31, 2023,
because the audit for the Company's consolidated financial
statements for the year ended Dec. 31, 2022 has not been
finalized.
The Company anticipates that it will be able to file the Form 10-K
within the extension period provided pursuant to Rule 12b-25.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss of $2.39 million for the year
ended Dec. 31, 2021, a net loss of $5.78 million for the year ended
Dec. 31, 2020, and a net loss of $6.96 million for the year ended
Dec. 31, 2019. As of Sept. 30, 2022, the Company had $25.39
million in total assets, $6.86 million in total liabilities, and
$18.53 million in total stockholders' equity.
GROM SOCIAL: Delays Annual Report to Complete Disclosures, Analyses
-------------------------------------------------------------------
Grom Social Enterprises, Inc. was unable to file its Annual Report
on Form 10-K for the year ended Dec. 31, 2022 by the prescribed
date of March 31, 2023, without unreasonable effort or expense,
because the Company needs additional time to complete certain
disclosures and analyses to be included in the Report due to a
death in the family of the chief financial officer.
In accordance with Rule 12b-25 promulgated under the Securities
Exchange Act of 1934, as amended, the Company intends to file the
Report on or prior to the 15th calendar day following the
prescribed due date.
Grom Social expects that a significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in its
Annual Report on Form 10-K for the year ended Dec. 31, 2022,
including a decrease in revenue of greater than 10% and an increase
in operating expenses of greater than 50% due in large part to a
goodwill impairment charge recorded by one of the Company's
reporting units. The Company has not finalized its financial
statements for the year ended Dec. 31, 2022 and accordingly, is
unable to quantify the anticipated changes in its results of
operations at this time.
About Grom Social Enterprises Inc.
Boca Raton, Florida-based Grom Social Enterprises, Inc. --
http://www.gromsocial.com-- is a media, technology and
entertainment company focused on delivering content to children
under the age of 13 years in a safe secure Children's Online
Privacy Protection Act ("COPPA") compliant platform that can be
monitored by parents or guardians.
Grom Social reported a net loss of $10.22 million for the year
ended Dec. 31, 2022, compared to a net loss of $5.74 million for
the year ended Dec. 31, 2021.
In its Quarterly Report filed on November 7, 2022, Grom Social
Enterprises, Inc. said, "We believe that based on our current
operating levels that we will need to raise additional funds by
selling additional equity or incurring debt. To date, we have
funded our operations primarily through sales of our common stock
in public markets and proceeds from the exercise of warrants to
purchase common stock and the sale of convertible notes. We have a
substantial doubt about the our ability to continue as a going
concern for the twelve months from the date of this report."
GUARDIAN FUND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Guardian Fund, LLC
5440 Louie Lane, Suite 106
Reno, NV 89511
Chapter 11 Petition Date: April 11, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-50233
Judge: Hon. Natalie M. Cox
Debtor's Counsel: Norma Guariglia, Esq.
HARRIS LAW PRACTICE LLC
850 E. Patriot Blvd.
Suite F
Reno, NV 89511
Tel: 775-786-7600
Fax: 775-786-7764
Email: norma@harrislawreno.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Aaron Noe, president, El Monte Capital,
Inc., manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KN6KLYI/GUARDIAN_FUND_LLC__nvbke-23-50233__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Alison Ruday Investors with $803,215
Bernard Whitney Redemption
95 Landing Lane Rights
North Chatham, MA 02650
2. Bart Fisher Investors with $817,364
Bart & Susan Fisher Redemption
Revocable Trust Rights
14530 S
Commercial St
Blythe, CA 92225
3. Carol S. Fankhauser and Investors with $811,435
Thomas D. Fankhauser Redemption
1517 Royal Field Lane Rights
Friendswood, TX 77546
4. Clifford & Joan Investors with $1,063,720
Hartwell Trustees Redemption
Hartwell Family Rights
Trust of 1990
PO Box 1650
Lake Havasu City
AZ 86405
5. Darryl Abraham Investors with $850,572
Forge Trust Co Redemption
CFBO Darryl Abraham Rights
2218 Ticino Court
Sparks, NV 89434
6. Darryl Allen Investors with $1,535,941
The Darry Allen Redemption
Revocable Trust Rights
1685 Painted Rock Trail
Reno, NV 89523
7. Dean Smith Investors with $1,582,288
Doodle Trust Redemption
1055 W. Moana Lane Rights
Ste 104
Reno, NV 89509
8. Elie Ayache Investors with $910,927
Ayache Living Trust Redemption
1773 Wave Avenue Rights
Santa Clara, CA 95051
9. Jon Hoefling Investors with $796,381
Jon E. Hoefling and Redemption
Sharon D. Hoefling Rights
Living Trust DTD
October 7, 2002
307 Fairfax Drive
Allen, TX 75013
10. Justin Trimble Investors with $952,840
Newman 2019 Redemption
Irrevocable TR Rights
DTD 13/13/19
3705 Barron Way
Reno, NV 89511
11. Lebo Newman Investors with $5,276,946
The Newman Family Redemption
2020 Trust Rights
4795 Franktown Rd
Washoe Valley, NV
89704
12. Luke Kelly Investors with $715,462
SPSD Retirement Redemption
Properties LLC Rights
FBO Sally Ann
Parsons IRA
180 Crockett Trail
Ward, CO 80481
13. Roger Iveson Investors with $847,118
Roger and Sherry Inveson, Redemption
Trustees of the Iveson 1982 Rights
Trust
4270 Honeywood CT
Reno, NV 89509
14. Scott Kulla Investors with $639,925
The Scott & Cynthia Redemption
Kulla Living Trust Rights
1894 E Williams St
Ste 4 #612
Carson City, NV 89701
15. Steve Smith Investors with $698,787
Forge Trust Co Redemption
FBO Steve Smith Rights
10495 Chantilly Way
Reno, NV 89521
16. Steve Yang, Investors with $741,082
Trustee of the Redemption
SJY Living Trust Rights
4012 South
Rainbow Blvd
Suite K-304
Las Vegas, NV 89103
17. The Rock Christian Investors with $1,117,579
Community Church Redemption
4950 Vista Blvd Rights
Sparks, NV 89436
18. Todd Chelling Investors with $688,997
American Estate Redemption
& Trust, LC Rights
FBO Todd Chelling
6350 Dominca Ave
Cypress, CA 90630
19. Wade & Denise Investors with $749,076
Johnson Family Trust Redemption
16705 W Rights
Alvarado DR
Goodyer, AZ 85395
20. Ward Chilton Investors with $985,627
Westward Corporation Redemption
1900 Manzanita Lane Rights
Reno, NV 89509
H2O INVESTMENT PROPERTIES: Starts Subchapter V Bankruptcy Case
--------------------------------------------------------------
H2O Investment Properties LLC filed for chapter 11 protection in
the Middle District of Florida. The Debtor elected on its
voluntary petition to proceed under Subchapter V of chapter 11 of
the Bankruptcy Code.
The Debtor is a Florida limited liability company, founded in 2023,
which maintains its principal place of business in Naples, Florida.
The Debtor, owned by Mr. Ronald Glen Sapp and Michelle Baron, is
in the business of purchasing, improving, and disposing of
distressed property -- by lease or sale -- purchased from Chapter 7
and Chapter 13 trustees. The Debtor's ability to generate an
income is largely tied to labor, management, and other
contributions by Mr. Sapp and Ms. Baron.
Currently, the Debtor owns certain real property and improvements
thereon located at 909 SW Schaeffer Road, West Linn, OR 97068 (the
"West Linn Property") and 30620
SW Rose Lane, Wilsonville, OR 97070 (the "Wilsonville Property")
(jointly and collectively the "Properties").
The Debtor's principal place of business is an office located at
999 Vanderbilt Beach Road, Suite 200, Naples, Florida 34108, which
the Debtor leases.
Reasons for Filing
The Debtor filed for small business reorganizational relief under
Chapter 11, Subchapter V of Title 11 of the United States Code to
ensure creditors with valid liens against the Debtor's property
receive more than they would receive outside of a Chapter 11 case.
The Properties were purchased by Brilliant Homes LLC, an Oregon
limited liability company owned by Mr. Sapp, which operates
similarly to the Debtor. Accordingly, the Properties were at all
times subject to substantial secured claims. Mr. Sapp, with his
substantial working knowledge of improving and selling distressed
properties, recognized that the value of the Properties could well
exceed the value of its encumbrances; however, it would require Mr.
Sapp to invest substantial capital, energy, and -- most importantly
-- time.
Facing judgments which would otherwise endanger Brilliant's
operations, it transferred the West Linn Property and Wilsonville
Property to the Debtor, which thereafter
made significant investments into the Properties with Mr. Sapp's
help. In total, Mr. Sapp invested over three hundred thousand
dollars into the Properties, targeting such investments towards
repairs which would substantially increase the Properties' value
beyond Mr. Sapp's
capital inputs.
While the Properties would soon be in marketable condition for more
than the sum of all secured claims, certain creditors grew
impatient. Notwithstanding the downward
pressure a private foreclosure auction would have on total value
received, the Wilsonville Property was scheduled for such a sale on
April 3, 2023.
On April 2, 2023, in recognition a forced sale would expose secured
creditors to an uncomfortably high risk of not getting paid in
full, the Debtor initiated the Case by filing a voluntary petition
for small business reorganizational relief under Chapter 11,
Subchapter V of the Bankruptcy Code.
About H2O Investment Properties
H2O Investment Properties LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 23-00373) on April 3, 2023.
In the petition filed by Ronald G. Sapp, as manager, the Debtor
reported assets and liabilities between $1 million and $10 million.
The petition states that funds will be available to unsecured
creditors.
Michael C Markham has been appointed as Subchapter V trustee.
The Debtor is represented by:
Michael R Dal Lago, Esq.
999 Vanderbilt Beach Road
Suite 200
Naples, FL 34108
HERMANOS GONZALES: Taps Grealish McZeal as Legal Counsel
--------------------------------------------------------
Hermanos Gonzales Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Grealish McZeal, PC as its legal counsel.
The firm's services include:
a. analyzing the Debtor's financial situation;
b. advising the Debtor with respect to its rights, duties and
powers in its Chapter 11 case;
c. representing the Debtor at all hearings and other
proceedings;
d. preparing and filing schedules of assets and liabilities,
statements of affairs and legal papers;
e. representing the Debtor at any meeting of creditors;
f. representing the Debtor in all proceedings before the
bankruptcy court and in any other judicial or administrative
proceeding where the rights of the Debtor may be litigated or
otherwise affected;
g. preparing and filing a disclosure statement, if required, and
plan of reorganization;
h. assisting the Debtor in analyzing claims of creditors and in
negotiating with such creditors; and
i. assisting the Debtor in any matters relating to or arising
out of the Debtor's bankruptcy case.
The firm will be paid at these rates:
Marcellous S. McZeal $525 per hour
Dwight E. Jefferson $700 per hour
Associates $250 per hour
Paraprofessionals $180 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $30,000.
Marcellous McZeal, Esq., a partner at Grealish & McZeal, 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:
Marcellous S. McZeal, Esq.
Grealish & McZeal, PC
700 Louisiana Street, 48th Floor
Houston, TX 77002
Tel: (713) 255-3234
Fax: (713) 783-2502
Email: mmczeal@grealishmczeal.com
About Hermanos Gonzales Holdings
Hermanos Gonzales Holdings, LLC is a single asset real estate as
defined in 11 U.S.C. Section 101 (51B). The company is based in
Montgomery, Texas.
Hermanos Gonzales Holdings sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30405) on Feb.
6, 2023. In the petition filed by its managing member, Robert
Gonzales, the Debtor reported $1 million to $10 million in both
assets and liabilities.
Judge Marvin Isgur oversees the case.
Marcellous S. McZeal, Esq., at Grealish & McZeal, PC is the
Debtor's legal counsel.
HERSCHEND ENTERTAINMENT: S&P Upgrades ICR to 'BB-', Outlook Stable
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
themed park owner and operator Herschend Entertainment Co. to 'BB-'
from 'B+'. At the same time, S&P raised the issue-level rating on
Herschend's secured debt to 'BB-' from 'B+', in line with its
upgrade of Herschend Entertainment.
S&P said, "The stable outlook reflects our base-case expectation
that Herschend will sustain our measure of adjusted leverage below
3x, incorporating volatility from macroeconomic pressure, providing
significant cushion to our 4x downgrade threshold.
"The upgrade to 'BB-' reflects our expectation for the company to
maintain leverage under our 4x downgrade threshold at the 'BB-'
rating level over the next 2 years, incorporating potential
pressure on consumer discretionary spending.Given improved
operating trends, we forecast that Herschend Entertainment's
revenues could grow in the mid-single digit percentage area in 2023
driven by an increase in attendance, offset slightly by lower per
capita spending and that it could generate about $180 million-$200
million of EBITDA. In addition, we expect EBITDA margin to compress
by low-single digit percentage points driven by cost inflation and
Herschend's sale of a majority its stake in World Choice
Investments. Herschend will retain a 17% ownership stake in the
entity. The company received approximately $17 million in dividends
from its investment in 2022 which we include in our measure of S&P
adjusted EBITDA. We expect dividends received will be minimal going
forward. Attendance at Herschend's properties recovered to about
92% of 2019 levels for the full year 2022, coupled with higher per
capita spending. Revenue and S&P Global Ratings-adjusted EBITDA
exceeded pre-pandemic levels. Attendance growth at Herschend's
properties offset a modest decline in per capita spending from
record levels in 2021. Although Herschend's per capita spending in
2022 was somewhat lower than 2021, its attendance grew 29% year
over year as consumers were not deterred by macroeconomic
pressures. Its attendance improved throughout 2022 with fourth
quarter attendance recovering to 99% of 2019. For the full fiscal
year 2022, S&P adjusted EBITDA margin compressed by approximately
180 basis points partly due to persistent cost inflation and
finished the year at about 26% percent. Nonetheless, we expect
EBITDA to decrease in the low-single digit percentage area and
leverage to increase slightly in 2023. Nonetheless, we expect
leverage to remain in the mid-high 2x area, which supports our
'BB-' issuer credit rating. The rating is also supported by
Herschend's long-standing financial policy to manage its gross debt
to EBITDA around 3.5x and below.
"Herschend could use its higher cash balance and expected positive
cash flow to reduce leverage through debt repayment. We expect
Herschend will generate about $130 million to $150 million of
positive operating cash flow in 2023, comparable to 2022 operating
cash flow. We also expect that Herschend will generate around $150
million-$170 million of operating cash flows in 2024. Additionally,
the company received $242 million in cash following the divesture
of its stake in World Choice Investments in February, resulting in
a cash balance of about $330 million following the sale. We believe
Herschend will use some of this cash to fund the planned HeartSong
resort at Dollywood expansion and Callaway Gardens improvements, in
addition to other growth initiatives and ongoing maintenance
capital expenditures, along with repaying some debt. We expect
these growth initiatives could drive higher EBITDA within the next
few years as attendance could increase at Herschend's portfolio of
parks and resorts through higher capacity and increased offerings,
including festivals."
The company's revenue and EBITDA are concentrated at its three
theme parks, particularly at Dollywood, its cash flow base is
smaller than rated peers, and the company faces some seasonality
and weather-related risks:While Herschend has diversified through
its acquisitions of the Harlem Globetrotters (2013) and Pink
Adventure Tours (2018), the company generates a majority of its
EBITDA from its three theme parks. The theme parks could comprise a
larger share of future EBITDA depending on the strength of the
Globetrotters recovery and the growth of Pink Adventure Tours, or
as a result of incremental acquisitions. Compared with rated
regional theme park peers, Herschend generates less revenue and
EBITDA, owns fewer parks, and has less geographic diversity. S&P's
rating also incorporates the company's exposure to seasonality. The
majority of the company's revenue and EBITDA is generated in the
second and third quarter throughout the summer and weather-related
risks compared with some other leisure operators.
S&P said, "Macroeconomic factors could pose risks to Herschend.
While we continue to forecast modest revenue growth, macroeconomic
risks are significant and could lead to a slowdown in the pace of
growth. The Federal Reserve's fight against inflation has increased
risks to the economy, but we have yet to see a material negative
impact to the regional theme park sector. Nonetheless, a continued
hot jobs market remains a concern for the Fed and S&P Global
economists forecast that a peak federal funds rate could remain at
its exit rate for longer. The most likely macroeconomic impact from
the recent collapse of several U.S. banks is through consumer
confidence, where uncertainty about the way current events might
play out and their duration could dampen spending and demand. We
have also indicated increasing risks of a macroeconomic downside
scenario caused by a slowdown in business activity, increased
unemployment, and a steeper decline in consumer spending, in which
we assume park attendance and per capita spending could falter
later in the year. Under our downside scenario, we forecast a
shallow recession in the second and third quarter, which may lead
consumers to pullback on leisure spending, and industrywide revenue
and profitability would decline. In addition, ongoing rising labor
and other cost inflation hurt theme park profitability.
Partially offsetting these risk factors are the company's portfolio
of drive-to assets, which may remain more resilient compared to
destination-oriented properties during economic downturns and
periods of reduced consumer spending, and the positioning and high
quality of its assets, particularly its Dollywood and Silver Dollar
City parks. Dollywood and Silver Dollar City benefit from strong
brand equity in their local markets, industry awards and
recognition, and premium attractions that differentiate its parks
within the regions they operate. Herschend is exposed to limited
competition from other theme park operators of similar asset
quality in its markets. Dollywood and Silver Dollar City's nearest
theme park competitors, which include Carowinds, Holiday World, and
Six Flags Over Georgia for Dollywood and Worlds Of Fun and Six
Flags St. Louis for Silver Dollar City, are more than 150 miles
away, limiting the competition for local consumers. Because of the
considerable barriers to entry to theme park development, including
high capital costs and stringent regulations, it is unlikely that a
competitor park will be developed in the markets in which Herschend
operates.
S&P said, "The stable outlook reflects our base-case expectation
that Herschend's will maintain S&P Global Ratings-adjusted leverage
of around 2.5x-3x through 2024. Additionally, the stable outlook
reflects Herschend's long-standing financial policy to manage its
gross debt to EBITDA around 3.5x and below which supports leverage
with sufficient cushion to our 4x downgrade threshold at the 'BB-'
rating.
"Although unlikely, within the next 12 months given strong
operating performance, we could lower the rating if we believed the
company would sustain leverage greater than 4x or funds from
operations (FFO) lower than 20%. This would likely necessitate a
material economic recession and downturn in discretionary consumer
spending within the U.S. or an unexpected leveraging capital
allocation decision such as a distribution or acquisition."
S&P could raise the rating if:
-- S&P believes Herschend will sustain leverage below 3.0x.
-- FFO to debt of greater than 30% incorporating volatility over
the economic cycle.
ESG credit indicators: E-2, S-3, G-2
Social factors are a moderately negative consideration in S&P's
credit rating analysis of Herschend, reflected in the pandemic's
unprecedented effect on the company's attendance in 2020 and early
2021. Once restrictions and COVID-19-related safety concerns
lessened, consumers eagerly re-entered some out-of-home
entertainment spaces including theme parks, which significantly
elevated in-park spending in 2021 and 2022 compared with 2019.
Although the COVID-19 pandemic was an extreme disruption, and
though it is unlikely to recur at the same magnitude, safety and
health scares are an ongoing risk factor in our analysis of
Herschend.
HOME POINT: Moody's Affirms 'B3' CFR Amid Loan Store Transaction
----------------------------------------------------------------
Moody's Investors Service has affirmed Home Point Capital Inc.'s B3
corporate family rating and Caa1 long-term senior unsecured debt
rating. The outlook remains stable.
The ratings affirmation follows Home Point's announcement that it
has entered into a definitive agreement to sell certain assets of
the company's wholesale originations channel to The Loan Store,
Inc., a national wholesale lender headquartered in Tucson, Arizona.
Home Point will hold an equity interest in The Loan Store, Inc.
RATINGS RATIONALE
Home Point's B3 CFR balances its limited franchise position and
uncertain future against its current capitalization levels.
Following the sale of its remaining origination platform, Home
Point will have no further mortgage origination capabilities with
its remaining business managing its mortgage servicing rights (MSR)
portfolio, which stood at $1.4 billion as of December 31, 2022, and
are subserviced by ServiceMac, LLC. As such, Home Point's overhead
costs will decline materially. Home Point hedges the interest rate
risk for a portion of its MSR portfolio, which should mitigate any
declines in fair market value.
Moody's expect Home Point will explore strategic alternatives
including the sale of its MSR portfolio. Home Point's
capitalization, as measured by tangible common equity to tangible
managed assets, was 24.75% at December 31, 2022.
The stable outlook reflects Moody's expectation that the company's
current ratings reflect the uncertainty as the company may explore
strategic alternatives.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
An upgrade is unlikely given the company's limited business model
and uncertain future.
Factors that could lead to a downgrade
Home Point's ratings could be downgraded if capitalization
deteriorates, or management pursues a more aggressive financial
policy. For example, Moody's could downgrade the ratings if
tangible common equity to tangible managed assets declines and is
expected to remain below 15%. This could occur if the company
experiences sizable operating losses while managing remaining
assets or if MSR values decline due to market forces or ineffective
interest rate hedges. In addition, Home Point's unsecured bond
rating could be downgraded if the ratio of unsecured debt to total
corporate debt decreases and is expected to remain below 50%.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
HUMANIGEN INC: Seeks 180-day Extension to Regain Nasdaq Compliance
------------------------------------------------------------------
At the hearing held before a Nasdaq Hearings Panel, Humanigen, Inc.
outlined its plans for regaining compliance with the minimum bid
price requirement, the minimum market value of listed securities
("MVLS") requirement, and other applicable requirements for listing
on the Nasdaq Capital Market, and requested a 180-day extension,
until Aug. 21, 2023, to regain compliance with all applicable
requirements.
A decision from the Panel is expected within 30 days. The
suspension and delisting of the Company's common stock from The
Nasdaq Capital Market has been stayed pending completion of the
hearing process and the expiration of any extension period that may
be granted by the Panel, not to exceed 180 days from Feb. 21, 2023.
There can be no assurance that the Company will be granted an
extension to regain compliance or, if granted, that the Company
will regain compliance with the minimum bid price requirement, the
minimum MVLS requirement or other Nasdaq listing requirements
within the extended compliance period.
As previously reported, on Oct. 3, 2022, the Company received a
letter from the Nasdaq Staff notifying the Company that it was not
in compliance with Nasdaq Listing Rule 5550(b)(2), as the Company's
market value of listed securities ("MVLS") had been below the
required minimum of $35 million for 30 consecutive business days.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company
was granted a period of 180 calendar days, or until April 3, 2023,
to regain compliance with the minimum MVLS requirement.
As previously reported, on Feb. 21, 2023, the Company received a
letter from the Nasdaq Staff notifying the Company that because it
had not regained compliance with the minimum bid price requirement
as of Feb. 20, 2023, and was not eligible for a second 180 day
extension period, the Company's securities would be suspended from
trading on and delisted from The Nasdaq Capital Market, unless the
Company timely requested a hearing before a Nasdaq Hearings Panel
to appeal Nasdaq's delisting determination. The Nasdaq Staff's
letter also specifically noted that the Company does not comply
with the stockholders' equity initial listing requirement for the
Nasdaq Capital Market.
The Company timely requested a hearing before the Panel to appeal
Nasdaq's delisting determination, which hearing was scheduled for
April 6, 2023.
On April 5, 2023, prior to the Hearing, the Company received a
letter from the Nasdaq Staff notifying the Company that it had not
regained compliance with the minimum MVLS requirement as of April
3, 2023 and that this deficiency would serve as an additional basis
for delisting the Company's securities from Nasdaq. The Nasdaq
Staff's letter also informed the Company that the Panel would
consider, and the Company should address, this additional
deficiency at the Hearing.
About Humanigen Inc.
Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly
known as KaloBios Pharmaceuticals, Inc. -- http://www.humanigen.com
-- is a clinical stage biopharmaceutical company, developing its
portfolio of proprietary Humaneered anti-inflammatory immunology
and immuno-oncology monoclonal antibodies. The Company's
proprietary, patented Humaneered technology platform is a method
for converting existing antibodies (typically murine) into
engineered, high-affinity human antibodies designed for therapeutic
use, particularly with acute and chronic conditions. The Company
has developed or in-licensed targets or research antibodies,
typically from academic institutions, and then applied its
Humaneered technology to optimize them. The Company's lead product
candidate, lenzilumab, and its other product candidate,
ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Its
Humaneered antibodies are closer to human antibodies than chimeric
or conventionally humanized antibodies and have a high affinity for
their target. In addition, the Company believes its Humaneered
antibodies offer further important advantages, such as high
potency, a slow off-rate and a lower likelihood to induce an
inappropriate immune response or infusion related reaction.
Humanigen reported a net loss of $70.73 million for the 12 months
ended Dec. 31, 2022, compared to a net loss of $236.65 million for
the 12 months ended Dec. 31, 2021. As of Dec. 31, 2022, the
Company had $11.19 million in total assets, $57.96 million in total
liabilities, and a total stockholders' deficit of $46.76 million.
Ridgeland, Mississippi-based HORNE LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 30, 2023, citing that the Company has suffered recurring
losses from operations and its total liabilities exceed its total
assets. This raises substantial doubt about the Company's ability
to continue as a going concern.
IBIO INC: Awards 225K Restricted Stock Units to Employees
---------------------------------------------------------
The Compensation Committee of the Board of Directors of iBio, Inc.
approved a special equity award program pursuant to which it
awarded to its employees an aggregate of 225,000 restricted stock
units (RSUs) under the Company's 2020 Omnibus Equity Incentive
Plan, as amended.
The awards included a grant of 50,000 and 37,500 restricted stock
units to each of Martin Brenner, the Company's interim chief
executive officer and chief scientific officer, and Felipe Duran,
the Company's interim chief financial officer, respectively,
vesting quarterly over 12 months commencing April 1, 2023.
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com-- is a developer of
next-generation biopharmaceuticals using its proprietary Artificial
Intelligence-Driven Discovery Platform and FastPharming
Manufacturing System. The Company focused its technologies on the
research and development of novel products at its Drug Discovery
Center in California. The Company is currently using its
FastPharming Manufacturing System and GlycaneeringSM Technologies
to develop its portfolio of proprietary biologic drug candidates.
iBio reported a net loss attributable to the Company of $50.30
million for the year ended June 30, 2022, a net loss attributable
to the Company of $23.21 million for the year ended June 30, 2021,
a net loss attributable to the company of $16.44 million for the
year ended June 30, 2020, and a net loss attributable to the
Company of $17.59 million for the year ended June 30, 2019. As of
Dec. 31, 2022, the Company had $51.80 million in total assets,
$32.98 million in total liabilities, and $18.82 million in total
stockholders' equity.
Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated Oct. 11, 2022, citing that the Company has suffered recurring
losses from operations and negative cash flows from operating
activities for the years ended June 30, 2022 and 2021 and has an
accumulated deficit as of June 30, 2022. These matters, among
others, raise substantial doubt about its ability to continue as a
going concern.
INVENERGY THERMAL: Moody's Affirms Ba2 Rating on Secured Loans
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating for Invenergy
Thermal Operating I LLC's ("ITOI" or "Borrower") senior secured
credit facilities. The outlook is revised to stable from negative.
The senior secured credit facilities consist of approximately $241
million outstanding senior secured first lien term loans maturing
in August 2025 and $95 million senior secured first lien revolving
credit facility maturing in August 2023.
Affirmations:
Issuer: Invenergy Thermal Operating I LLC
Senior Secured First Lien Bank Credit Facility, Affirmed Ba2
Outlook Actions:
Issuer: Invenergy Thermal Operating I LLC
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The rating action reflects the sale and disposition of the Ector
County Energy Center ("Ector") in Texas which removes significant
uncertainty and overhang to ITOI creditors, and results in
meaningful de-levering at ITOI. The 330 MW Ector natural gas fired
power plant was placed into bankruptcy following the severe gas and
power market dislocation from Winter Storm Uri during February
2021. The Ector project was disposed pursuant to a court
supervised sale process under section 363 of the US Bankruptcy
Code. Ector received final court approval in December 2022 to
effectuate the sale, releasing $75 million of the sale proceeds to
repay a portion of the ITOI first lien term loan.
The sale proceeds enabled the Borrower to substantially de-lever
its balance sheet, achieve improved credit metrics on a prospective
basis and significantly reduce refinancing risk for the ITOI
lenders. The ITOI term debt has reduced to approximately $241
million from the $425 million original amount including the 2019
upsizing. Moody's anticipate ITOI will be able to further reduce
its term loan balance to a range between approximately $175 million
and $200 million by the 2025 maturity date of the term loans based
on expected cash flows available to ITOI from its underlying
projects, under various scenarios considered by Moody's.
The Ba2 rating considers the geographic and power market diversity
that supports ITOI's cash flows with an underlying project
portfolio that is spread across five U.S states and the Province of
Ontario, Canada. The credit profile further considers that a
significant portion of the portfolio's output are supported by long
term contracts, but recognizes that these contracted assets are
encumbered with project level debt resulting in a structurally
subordinate position for the ITOI holding company term loan and
revolving credit facility lenders. Specifically, ITOI debt is
structurally subordinated to approximately $310.2 million of
outstanding project level debt collectively at the St. Clair,
Hardee, Cannon Falls, and Spindle Hill projects.
The rating also considers ITOI's exposure to cash flow volatility
from the predominately merchant Nelson and Grays Harbor power
plants which have been among the largest contributors to cash
available for debt service for the Borrower. The Nelson and Grays
Harbor project have been contributing in the range of 50-65% of the
cash flow available for the ITOI holding company debt over the past
three years. While these two projects have had years of strong
financial performance, both projects face ongoing headwinds that
could lead to a higher degree of cash flow volatility in the coming
years. The Nelson project will be impacted by declining PJM
capacity prices, lower power prices in the region, and state
mandated carbon restrictions that could impact energy margins. The
Grays Harbor project, while benefiting from a heat rate call option
(HRCO) for a 200 MW strip of its output through the end of 2024,
will likely see its operating costs increase in the coming years in
view of having to purchase carbon allowances to comply with the
requirements of the climate legislation that went into effect in
the State of Washington earlier this year.
RATING OUTLOOK
The stable outlook considers the quality and geographic diversity
of ITOI's project assets which have demonstrated a sound operating
track record in recent years. The stable outlook further considers
the substantial repayment of ITOI term debt from excess cash flows
and from proceeds derived from the recent Ector sale, which has
improved ITOI's overall credit metrics, enhanced financial
flexibility and considerably reduced refinancing risk.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
ITOI's rating debt have somewhat limited prospects for upgrade due
to the overall business risk profile which relies heavily on
merchant cash flows from the Nelson and the Grays Harbor plant
The rating could move upwards should there be significantly higher
than anticipated project cash flow generation and distributions to
ITOI such that there is a substantially greater repayment of
holding company debt, leading to stronger consolidated credit
metrics for ITOI such as the consolidated DSCR greater than 3.5x
and CFO/debt greater than 20% on a sustained basis
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Significant outages or prolonged operating problems at the
underlying projects leading to an inability to generate and
distribute excess cash flows to the Borrower
A deterioration of ITOI's consolidated credit metrics such as the
Moody's adjusted consolidated DSCR decreasing below 1.5x and the
consolidated CFO to debt ratio decreasing below 12% on a sustained
basis
LEGAL SECURITY
The credit facilities are secured by a first lien pledge of the
assets and stock of the Grays Harbor project and the Nelson
project; as well as a first lien on the stock of the indirect
owners of the remaining four project assets including Spindle Hill,
Cannon Falls, Hardee and the St. Clair project in Ontario, CA
(subject to a 65% limitation in the equity interests of non-U.S.
jurisdictional entities). The ITOI credit documents impose
restrictions on additional debt incurrence, with the exception of
refinancing certain debt of the underlying projects, and include
dividend restrictions subject to a cash sweep mechanism, leverage
and cash flow coverage covenants and customary change of control
provisions. ITOI lenders further benefit from a six month debt
service reserve requirement for the holding company debt.
Additionally, ITOI maintains a major maintenance reserve account
dedicated to the Nelson and Grays Harbor projects, while each of
the other underlying projects maintains separate reserves for major
maintenance purposes and for debt service.
PROFILE
Invenergy Thermal Operating I LLC holds interests in approximately
net 2,365 MW portfolio of six operating natural gas fired plants
located throughout the United States and Canada. The ITOI project
portfolio consists of three wholly owned projects including the 600
MW Nelson generating facility ("Nelson") located in Rock Falls,
Illinois; the 650 MW Grays Harbor generating facility ("Grays
Harbor") located in Elma, WA; 584 MW St. Clair generating facility
("St. Clair") located in Sarnia, Ontario, Canada; and a 51%
ownership interest in the 357 MW Cannon Falls generating facility
("Cannon Falls") located in Cannon Falls, MN; the 314 MW Spindle
Hill generating facility located in Fort Lupton, CO; and the 370 MW
Hardee generating facility ("Hardee") located in Bowling Green,
Florida.
ITOI is owned by InfraBridge's (formerly known as AMP Capital)
Global Infrastructure Fund Platform and Invenergy Clean Power LLC
under a 50/50 partnership named Invenergy AMPCI Thermal Power LLC
(the "Sponsor").
The principal methodology used in these ratings was Power
Generation Projects Methodology published in January 2022.
JAGUAR HEALTH: Registers 109,104 Shares Under 2014 Incentive Plan
-----------------------------------------------------------------
Jaguar Health, Inc. filed a Form S-8 registration statement with
the Securities and Exchange Commission relating to 109,104 shares
of its common stock, par value $0.0001 per share, issuable to
eligible employees, consultants, and non-employee directors of the
Company under the Company's 2014 Stock Incentive Plan, which Common
Stock is in addition to (a) the 1 share of Common Stock registered
on the Company's Form S-8 filed on May 18, 2015 (File No.
333-204280), (b) the 7 shares of Common Stock registered on the
Company's Form S-8 filed on December 23, 2016 (File No.
333-215303), (c) the 28 shares of Common Stock registered on the
Company's Form S-8 filed on Aug. 14, 2017 (File No. 333-219939),
(d) the 3 shares of Common Stock registered on the Company's Form
S-8 filed on May 18, 2018 (File No. 333-225057), (e) the 20,777
shares of Common Stock registered on the Company's Form S-8 filed
on April 24, 2020 (File No. 333-237816), (f) the 25,338 shares of
Common Stock registered on the Company's Form S-8 filed on May 28,
2021 (File No. 333-256626), and (g) the 32,235 shares of Common
Stock registered on the Company's Form S-8 filed on April 13, 2022
(File No. 333-264276).
All of the share amounts reflect the 15-to-1 reverse stock split
effective June 1, 2018, the 70-to-1 reverse stock split effective
June 7, 2019, the 3-to-1 reverse stock split effective Sept. 8,
2021, and the 75-to-1 reverse stock split effective Jan. 23, 2023.
A full-text copy of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1585608/000110465923042427/tm2311948d1_s8.htm
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Jaguar Health reported a net loss of $48.39 million for the year
ended Dec. 31, 2022, compared to a net loss of $52.60 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$47.45 million in total assets, $48.81 million in total
liabilities, and a total stockholders' deficit of $1.35 million.
Larkspur, California-based RBSM, LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 24, 2023, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
KANSAS CITY RVS: Unsecureds to Split $60K in Subchapter V Plan
--------------------------------------------------------------
Kansas City RVs, LLC filed with the U.S. Bankruptcy Court for the
Western District of Missouri a Plan of Reorganization under
Subchapter V dated April 10, 2023.
The Debtor was incorporated in 2019. It operated virtually for
approximately five months. In October 2019, the Debtor opened a
small lot in Grandview, MO and moved to a larger lot in Grain
Valley in 2021.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from future operations. The final Plan payment is
expected to be paid on June 1, 2028.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately $0.20 cents on the dollar based on anticipated and
allowed claims. This Plan also provides for the payment of
administrative and priority claims.
Class 6 consists of non-priority unsecured creditors. This Class is
impaired. Creditors in this Class shall share pro-rata in the total
amount of $60,000 that will be paid with payments of $2,000.00 in
the month of July, August, September, April, May and June. The
payments will begin July 1, 2023. No payments will be made on
October, November, December, January, February and March. The
unsecured creditors will be paid pro-rata based on their allowed
claims.
The equity security holder shall retain his interest in the Debtor,
but otherwise not receive any distributions because of any
ownership interest.
The Chapter 11 Plan will be implemented from Debtor's ongoing
operations of recreational or RV sales.
A full-text copy of the Plan of Reorganization dated April 10, 2023
is available at https://bit.ly/3KqM2U6 from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Colin N. Gotham, Esq.
Evans & Mullinix, PA
7225 Renner Road, Suite 200
Shawnee, KS 66217
Telephone: (913) 962-8700
Facsimile: (913) 962-8701
Email: cgotham@emlawkc.com
About Kansas City RVs
Kansas City RVs, LLC, is in the business of recreational vehicle
sales and services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-40026) on Jan. 9,
2023. In the petition signed by JE Cornwell, president, the Debtor
disclosed $256,500 in assets and $2,002,880 in liabilities.
Judge Cynthia A. Norton oversees the case.
Colin Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's
legal counsel.
KCW GROUP: Court OKs Cash Collateral Access Thru May 10
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized KCW Group, LLC to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance, through May 10, 2023.
The Debtor is indebted to Texas Capital pursuant to (a) the
Promissory Note, executed by the Debtor, dated July 19, 2018, in
the original principal amount of $1.750 million and (b) the
Promissory note, executed by the Debtor, dated February 20, 2020,
in the original principal amount of $225,000.
Both Note 1 and Note 2 were originally executed in favor of
Allegiance Bank. Allegiance Bank assigned Note 1 and Note 2, and
all collateral for the Notes to Texas Capital pursuant to an
Assignment of Note and Liens, dated effective December 27, 2022
which was properly recorded in the Real Property Records of Harris
County, Texas under Clerk's File No. RP-2023-7856.
Texas Capital holds a perfected security interest in the personal
property of the Debtor and the Debtor's assignment of rents,
income, revenue and profits from the Properties, and all proceeds
relating thereto, which constitute the Collateral of Texas Capital
as of the filing date of March 22, 2023. All of the revenue from
the Debtor's business constitutes cash collateral of Texas
Capital.
Texas Capital alleges that the amounts owed under the Notes by the
Debtor as of March 22, 2023, exceeds $1.890 million in principal,
accrued and unpaid interest and late charges.
As partial adequate protection for use by the Debtor of Texas
Capital's cash collateral for the interim period, the Debtor will
pay Texas Capital $4,000 by May 5, 2023.
As partial adequate protection, Texas Capital is granted
replacement liens and security interests as of the petition date
for such cash collateral as is used by the Debtor.
The replacement liens and security interests granted are valid,
enforceable and fully perfected as of the petition date, and no
filing or recordation or other act in accordance with any
applicable local, state or federal law, rule or regulation is
necessary to create or perfect such liens and security interests.
In addition, the Debtor will maintain insurance on all of their
real and personal property, naming Texas Capital as loss
payees/additional insured, and in the amounts and types required by
the Debtor's loan documents and will provide proof of insurance to
Texas Capital, upon written request.
A final hearing on the matter is set for May 11 at 11 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/41kw3O2 from PacerMonitor.com.
The Debtor projects $36,143 in total income and $29,992 in total
expenses for one month.
About KCW Group, LLC
KCW Group, LLC owns and operates a large facility for weddings,
quincineras and other events for residents in Houston and the
surrounding areas. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30988) on
March 22, 2023. In the petition signed by Edward Schulenburg, Jr.,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Jeffrey P. Norman oversees the case.
Julie M. Koenig, Esq., at Cooper & Scully, P.C., represents the
Debtor as legal counsel.
KEW NDBM HOLD: Seeks to Hire Jacobs P.C. as Counsel
---------------------------------------------------
Kew NDBM Hold 2607, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to Jacobs P.C. as its
legal counsel.
The Debtor requires legal counsel to:
a. assist in administering the Debtor's Chapter 11 case;
b. make such motions or take such actions as may be
appropriate or necessary under the Bankruptcy Code;
c. take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
d. negotiate with creditors in formulating a plan of
reorganization for the Debtor;
e. draft and prosecute confirmation of the Debtor's plan of
reorganization; and
f. render such additional services as the Debtor may require
in this case.
The firm will be paid at these rates:
Partners $500 to $1,200 per hour
Senior Counsels $600 to $1,000 per hour
Associates $400 to $800 per hour
Legal Assistants $175 per hour
In addition, the firm will receive reimbursement for its
out-of-pocket expenses.
Jacobs P.C. agreed to receive an initial retainer of $15,000.
As disclosed in court filings, Jacobs P.C. is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Leo Jacobs, Esq.
Jacobs P.C.
450 Lexington Avenue, 4th Floor
New York, NY 10017
Phone: (718) 772-8704
Email: Leo@jacobspc.com
About Kew NDBM Hold 2607
KEW NDBM HOLD 2607, LLC, a company in Brooklyn, N.Y., filed its
voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case
No. 23-40024) on Jan. 4, 2023, with as much as $1 million to $10
million in both assets and liabilities. Sigmund Freund, sole member
of KEW NDBM HOLD, signed the petition.
Judge Jil Mazer-Marino oversees the case.
Leo Jacobs, Esq., at Jacobs P.C. serves as the Debtor's legal
counsel.
KNIFE RIVER: Moody's Assigns 'Ba2' CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a first-time Ba2 corporate
family rating and Ba2-PD Probability of Default Rating to Knife
River Holding Company, a vertically integrated construction
materials and contracting services provider in the United States.
Moody's also assigned a Ba3 rating to Knife River's proposed senior
unsecured notes and a Speculative Grade Liquidity rating of SGL-2.
The outlook is stable.
MDU Resources Group, Inc. (MDU), Knife River's parent company, is
spinning off Knife River via a tax-free transaction to existing MDU
shareholders. The spin-off will likely occur within the next few
months, at which time the company will change its name to Knife
River Corporation from Knife River Holding Company.
"Knife River's first-time Ba2 CFR reflects Moody's expectations of
conservative financial policies, including low leverage and a good
liquidity profile," according to Peter Doyle, a Moody's VP-Senior
Analyst. "Knife River will benefit from infrastructure spending,
further supporting the company's credit profile," added Doyle.
Governance considerations are relevant to the rating action. In
particular, the company's financial strategy and risk management
are a key governance consideration characterized by low leverage.
Knife River's capital structure will comprise a senior secured bank
credit facility (not rated by Moody's), consisting of a $350
million revolving credit facility and a senior secured term loan,
and senior unsecured notes. Proceeds from the term loan and notes
will be used to pay a $700 million dividend to MDU. Borrowings at
closing under the revolving credit facility are used for working
capital, which will be repaid by year-end 2023 from cash flow.
Assignments:
Issuer: Knife River Holding Company
Corporate Family Rating, Assigned Ba2
Probability of Default Rating, Assigned Ba2-PD
Speculative Grade Liquidity Rating, Assigned SGL-2
Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5)
Outlook Actions:
Issuer: Knife River Holding Company
Outlook, Stable
RATINGS RATIONALE
Knife River's Ba2 corporate family rating reflects Moody's
expectation that the company will maintain low leverage, with
adjusted debt-to-EBITDA around 2x by year-end 2024 and adjusted
free-cash-flow-to-debt sustained near 7% by late 2024. Knife River
should benefit from ongoing public construction projects. Public
spending for streets and highways is the company's main revenue
driver. However, Knife River has low operating profitability,
which is the company's greatest credit challenge. Moody's project
adjusted EBITDA margin in the range of 12% - 13% over the next two
years based on revenue of about $2.8 billion for 2024. Moody's
believes operating performance is below peers due to Knife River's
geographic concentration and product mix. At the same time, Knife
River faces strong competition and administrative challenges
operating as an independent, publicly-traded company.
Knife River's SGL-2 Speculative Grade Liquidity rating results from
Moody's view that the company will maintain a good liquidity
profile over the next two years, generating decent cash flow
through 2024. Moody's project that the company will generate
nearly $40 million (pro forma) of free cash flow in 2023 and almost
$55 million in 2024.
The stable outlook reflects Moody's expectation that Knife River
will maintain low leverage and benefit from increased
infrastructure activity, the main driver of Knife River's revenue.
A good liquidity profile and conservative financial policies
further support the stable outlook.
The Ba3 rating on the company's senior unsecured notes, one notch
below the Corporate Family Rating, results from their subordination
to the company's secured debt.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
Knife River has a moderately negative ESG Credit Impact Score
(CIS-3). This score is attributable to the company's moderately
negative governance risk score (G-3). At the same time the CIS
score also factors in Knife River's moderately negative
environmental risks score (E-3) and moderately negative social
risks score (S-3) that are in line with other building materials
companies.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade of Knife River's ratings could ensue if end markets
remain supportive of organic growth such that adjusted
debt-to-EBITDA is below 2.5x, adjusted EBITDA margin is above 15%
and adjusted free cash flow-to-debt is above 10%. Upwards rating
movement also requires improved liquidity characterized by robust
cash flow, conservative financial policies and a good track record
as a stand-alone company.
A downgrade could occur if Knife River's adjusted debt-to-EBITDA is
above 3.5x. Negative ratings pressure may also occur if the
company experiences a weakening of liquidity and operating
performance deteriorates, or adopts aggressive acquisition or
financial policies.
The principal methodology used in these ratings was Building
Materials published in September 2021.
Knife River, headquartered in Bismarck, North Dakota, is a
vertically integrated aggregates supplier, produces and sells
asphalt mix, and provides construction contracting services.
LIFESCAN GLOBAL: S&P Downgrades ICR to CCC+, On Watch Negative
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on blood
glucose monitoring (BGM) devices manufacturer LifeScan Global Corp
to 'CCC+' from 'B-'. Accordingly, S&P lowered its issue-level
ratings on the company's super-priority revolver to 'B' from 'B+',
on the company's first-lien debt to 'CCC+' from 'B-', and on its
second-lien debt to 'CCC' from 'CCC+'.
S&P said, "We have placed LifeScan on CreditWatch Negative, which
reflects refinancing risk that stems from the company's upcoming
debt maturities. We expect to resolve the CreditWatch placement
over the next three to six months. We could lower our rating on
LifeScan if it does not refinance before its first-lien term loan
becomes current or if the risk of a debt restructuring within a
12-month timeframe increases.
"The downgrade reflects the ongoing headwinds to Lifescan's core
BGM product, deteriorating liquidity, and heightened refinancing
risks. The company's 2022 revenues and S&P Global Ratings-adjusted
EBITDA margin were below our expectations primarily due to
patients' transition to CGM technology and a challenging operating
environment that included unfavorable foreign exchange swings, high
inflation, and industry-wide supply chain disruptions. LifeScan's
revenue declined approximately 9% (on a pro forma basis, adjusted
for the accounting change related to rebates), and its S&P Global
Ratings-adjusted EBITDA margin was 27%, below our prior forecasts
of a mid-single-digit revenue decline and a margin of about 28%.
While the company was largely successful in navigating the
inflationary environment, we believe its gross margin profile could
remain under pressure due to continuous declines in price,
requiring the company to further reduce costs to preserve margins.
"We believe the transition to CGM will continue, and despite the
company's success in gaining share in BGM, it will continue to see
mid- to high-single-digit declines in sales, reflecting erosion in
both volumes and price. We see a risk for higher sales declines in
the company's core markets, U.S. and Europe, the Middle East, and
Africa (EMEA), which represented approximately 78% of total sales
in 2022 as the CGM technology became more widely adopted.
"Expanded CGM reimbursement poses additional downside risks. We
believe the transition to CGM could accelerate if Centers for
Medicare and Medicaid Services (CMS) adopts a proposal to expand
the reimbursement CGM coverage for type 2 diabetes patients who
only take basal insulin, which could further erode the BGM
category. In addition, we believe some of the emerging markets
(such as China) may continue to underperform in sales. However, we
expect foreign exchange rates, which were a significant headwind in
2022, to abate in 2023.
"Delay of product launch allows CGM competitors to further entrench
their leadership positions. In addition, the constant glucose
monitoring (CGM) product launch is uncertain, and if further
delayed, we believe could be detrimental to the company's prospects
to gain share from already existing CGM products, as the two main
competitors in the CGM space, Abbott Laboratories and Dexcom Inc.,
continue to establish themselves in the market with new versions of
their CGM products. Meanwhile, the investment in CGM development
constrains Lifescan's cash generation. Although the company was
successful in its cost restructuring execution and we expect the
transformation charges to subside in 2023, we project that due to
the continued decline in sales and the required investments in CGM
development, the company's free cash flow will remain under $103
million in 2023 (the amount of the company's annual debt
amortization).
"Liquidity and refinancing challenges are elevated. We believe the
expected level of free cash flow to be unsustainable for the
current capital structure. As of Dec. 31, 2022, the company had $75
million drawn under its revolving facility, with $50 million of
remaining availability. However, given the revolver maturity in
July 2024, we believe the liquidity position to be insufficient to
cover the potential working capital swings given the fluctuation in
rebates payments."
An elevated benchmark interest rate environment and heightened
credit risk premiums elevate debt refinancing risk for the
company's approaching maturities; its revolver and its first-lien
term loan mature July 2, 2024, and Oct. 1, 2024, respectively.
S&P said, "The CreditWatch Negative placement reflects refinancing
risk stemming from the company's upcoming debt maturities. We
expect to resolve the CreditWatch placement over the next three to
six months. We could lower our rating on LifeScan if it does not
refinance before its first-lien term loan becomes current or if the
risk of a debt restructuring within a 12-month timeframe
increases."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Environmental and social factors have an overall neutral
influence in our credit analysis of LifeScan. Governance is a
moderately negative consideration. Our assessment of the company's
financial risk profile as highly leveraged reflects corporate
decision-making that prioritizes the interests of the controlling
owners, in line with our view of the majority of rated entities
owned by private-equity sponsors. Our assessment also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns."
LTL MANAGEMENT: Cancer Victims' Lawyers Vow to Fight $8.9-Bil. Deal
-------------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that the attorneys who have
led the charge in litigating cancer claims against Johnson &
Johnson denounced the company's deal with talc claimants as a sham
and disgrace to many people who say J&J’s products gave them
cancer.
J&J on Tuesday, April 4, 2023, announced a $8.9 billion agreement
with talc claimants as it placed subsidiary LTL Management LLC into
bankruptcy for the second time. The proposed deal would compensate
people who say J&J's talc-based powders caused cancer, the company
said.
The deal, which would pay claimants over the course of 25 years,
would bring about a global resolution to the legal saga, J&J said.
But many of the firms that have litigated against J&J on behalf of
cancer victims for years, representing tens of thousands of
claimants, say they were intentionally left out of the settlement.
The proposal, they say, offers victims far less than they deserve.
"I strongly believe that the law firms that understand the case,
the seriousness of the injury, the costs to the claimants in
medical care, couldn't possibly support something like this," said
Michelle Parfitt, a partner at Ashcraft & Gerel who as co-head of
the talc litigation steering committee has helped oversee more than
40,000 claims during multidistrict litigation.
A group of 12 firms that agreed to the deal say they represent more
than 60,000 claimants.
But plaintiffs attorneys involved in longstanding litigation
against J&J have serious doubts about the validity of that figure.
J&J's previous attempt to use bankruptcy to resolve the mass tort
litigation was rejected by the US Court of Appeals for the Third
Circuit, and the opposing plaintiffs attorneys expect the company's
latest maneuver to fail as well.
The opposing lawyers say J&J should negotiate a larger settlement
or, if the latest bankruptcy is dismissed, litigate individual
claims.
J&J, in a news release, said the agreement “will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation” against it. The company has long maintained that its
talc products are safe and do not cause cancer.
"Our job is to get our clients fairly paid for their injuries, and
this settlement is the culmination of a job well done," Mikal
Watts, whose firm, Watts Guerra LLC, leads the group of 12 firms
supporting the proposal, said in a statement. His firm has been
retained by more than 15,000 claimants, he said.
Not Enough Money
The firms backing the deal don't include many that represented
claimants on a key committee during the first bankruptcy, or most
of the firms that have, for years, led multidistrict litigation
against J&J. Claims against the company, which has been hit with
large jury verdicts in favor of cancer victims in recent years,
were consolidated in 2016 into an MDL.
"Those people have not signed on — and will not sign on — to
something like this," Parfitt said. "We oppose it. We strenuously
oppose this plan, and we’ll fight it to the end."
The proposal does not include enough money to cover the medical
costs of cancer victims, said Chris Tisi, a member of the MDL
steering committee who was also involved in the first bankruptcy.
"The settlement that was accepted by this group of lawyers was not
commensurate with what J&J did," Tisi, of Levin Papantonio
Rafferty, said.
Supporters Laud Deal's Speed
The 12 firms that have agreed to the proposal say it would allow
claimants to be paid as soon as possible by preventing litigation
from dragging on further.
"I applaud Johnson & Johnson on finding a fair and equitable
solution which closes a painful chapter for a lot of American
women,” Mark Lanier, whose firm, Lanier Law Firm, previously
participated in an MDL steering committee, said in a statement.
Those who support the proposal say it offers speedy
compensation—a major victory.
"When clients are dying they would like their money now," said
James Onder, whose firm OnderLaw LLC represents more than 20,000
claimants.
The prominent MDL firms opposing the deal stand to collect fees
from their service on committees, he said.
"The objecting firms would make far more money on common benefit
time in an MDL than they will ever make in fees on the cases from
individuals they represent," he said.
Onder's firm represented a person on the talc claimant committee in
the first bankruptcy. He said he also expected to collect fees for
common benefit time, but stood to gain more from getting a good
deal for his clients.
Unlikely Numbers
Onder said he's confident that a deal will eventually receive
support from the 75% of claimants needed to obtain bankruptcy court
approval. Some firms are steadfastly against the current proposal.
"They will overwhelmingly vote against it," said Jason Itkin, whose
firm, Arnold and Itkin, represents more than 10,000 talc
claimants.
A motion to dismiss the latest LTL bankruptcy will be filed soon,
multiple lawyers said. Claimants are eager to again bring the case
to the Third Circuit, which struck down LTL's first bankruptcy,
they said.
Lawyers opposing the deal were skeptical of J&J's claim that LTL
has commitments from over 60,000 claimants. Those claims could be
invalid for any number of reasons, including if they involve a type
of cancer that's not covered by the proposed settlement, they
said.
Some attorneys said Watts and other firms that signed onto the new
deal were not involved in the original litigation push against
J&J.
"It's clearly an end run around leadership and those that have been
in the trenches litigating these cases for a long time and are
committed to getting reasonable value for their claimants," Andy
Birchfield of Beasley Allen, whose firm represents more than 10,000
claimants, said. "This is an end run to try to force through a
settlement that would bring discounted value to the claimants."
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.
MAGNA GOLD: Switches to Restructuring Under CCAA
------------------------------------------------
Magna Gold Corp. commenced restructuring proceedings by filing a
Notice of Intention to Make a Proposal ("NOI") pursuant to the
Bankruptcy and Insolvency Act ("BIA").
On March 27, 2023, the Company brought an application before
Ontario Superior Court of Justice to have the NOI proceedings under
the BIA taken up and continued under the provisions of the
Companies' Creditors Arrangement Act ("CCAA"). On that date, the
Court issued an order ("Initial Order") granting the Company the
relief they were seeking. Pursuant to the Initial Order, KSV
Restructuring Inc. was appointed as monitor ("Monitor").
Pursuant to the Initial Order, there is a stay of proceedings until
April 6, 2023, which may be extended by the Court from
time-to-time. A motion is scheduled to be heard on April 4, 2023,
to extend the stay of proceedings to June 2, 2023 ("Comeback
Motion").
According to the Company, due to, among other things, the
production of its operational projects, its cash position forecast
revenue, the COVID-19 pandemic and liquidity issues, the Magna
Group has been unable to service its debt or meet certain of its
other ordinary course obligations.
The CCAA proceedings and the Initial Order are in the best interest
of the Company and its stakeholders. A proceeding under the CCAA
presents the best means of providing the Company with the breathing
space required to, among other things: (i) continue to operate its
business in the ordinary course; (ii) monitor and update the Court
on the progress of its subsidiary's insolvency proceeding in
Mexico; and (iii) develop a go-forward business plan for the
benefit of Magna's creditors and other stakeholders.
A copy of the materials filed in the restructuring proceedings is
available on the Monitor's website:
https://www.ksvadvisory.com/experience/case/magnagold.
Lawyers for Magna Gold Corp.:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, ON M5X 1A4
Sean Zweig
Tel: (416) 777-6254
Fax: (416) 863-1716
Email: zweigs@bennettjones.com
Aiden Nelms
Tel: (416) 777-4642
Fax: (416) 863-1716
Email: nelmsa@bennettjones.com
Trustee and Monitor:
KSV Restructuring Inc.
220 Bay Street
Toronto, ON M5H 1J9
Noah Goldstein
Tel: (416) 932-6207
Fax: (416) 932-6266
Email: ngoldstein@ksvadvisory.com
Christian Vit
Tel: (647) 848-1350
Fax: (416) 932-6266
Email: cvit@ksvadvisory.com
Lawyers for the Trustee and Monitor:
Cassels Brock & Blackwell Llp
Suite 2100, Scotia Plaza
40 King St. W.
Toronto, ON M5H 3C2
Ryan Jacobs
Tel: (416) 416-6465
Fax: (416) 360-8877
Email: rjacobs@cassels.com
Shayne Kukulowicz
Tel: (416) 860-6463
Fax: (416) 360-8877
Email: skukulowicz@cassels.com
Stephanie Fernandes
Tel: (416) 860-6481
Fax: (416) 360-8877
Email: sfernandes@cassels.com
The Magna Gold is a Mexico-focused mineral resource company engaged
in the acquisition, exploration, development and operation of
mineral properties.
MIA PROCESSING: Gets OK to Hire Catalan Caboor & Co. as Accountant
------------------------------------------------------------------
Mia Processing, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Catalan
Caboor & Co. as its accountant.
The firm's services include:
a) reviewing general ledger and preparing financial statements,
as needed;
b) preparing tax returns, both federal and state;
c) providing federal and state income tax advice to the Debtor
and negotiating with taxing authorities as necessary;
d) aiding and assisting the attorney of record with regard to
any legal issues;
e) aiding and assisting the Debtor in inventorying books and
records and advising the Debtor regarding books and records
retention;
f) assisting the Debtor in the preparation of budgets and cash
flow projections;
g) assisting the Debtor in its recovery of employee retention
tax refund; and
h) other accounting services for the Debtor.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David Johnson, a certified public accountant and a partner at
Catalan Caboor & Co., disclosed in a court filing that his firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached at:
David L. Johnson, CPA
Catalan Caboor & Co.
101 W. 22nd Street, Suite 207
Lombard, IL 60148
Phone: (630) 261-0550
Fax: (630) 261-1040
Email: DavidJ@catboor.com
About Mia Processing
Mia Processing, LLC, a company in Rockdale, Ill., filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 23-00550) on Jan 16, 2023. In the
petition signed by its manager, Michael Lucia, the Debtor reported
up to $50,000 in assets and $1 million to $10 million in
liabilities.
Judge Timothy A Barnes presides over the case.
The Debtor tapped Gregory K. Stern, Esq., at Gregory K. Stern, P.C.
as bankruptcy counsel and Catalan Caboor & Co. as accountant.
NATIONAL CINEMEDIA: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: National CineMedia, LLC
6300 South Syracuse Way, Suite 300
Centennial CO 80111
Business Description: NCM is the owner of the largest cinema-
advertising network in North America.
NCM derives its revenue principally from the
sale of advertising to national, regional,
and local businesses, which is displayed on
a national and regional digital network of
movie theaters.
Chapter 11 Petition Date: April 11, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-90291
Judge: Hon. David R. Jones
Debtor's
Counsel: Paul M. Basta, Esq.
Kyle J. Kimpler, Esq.
Sarah Harnett, Esq.
Shafaq Hasan, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: (212) 373-3000
Fax: (212) 757-3990
Email: pbasta@paulweiss.com
kkimpler@paulweiss.com
sharnett@paulweiss.com
shasan@paulweiss.com
Debtor's
Local
Counsel: John F. Higgins, Esq.
PORTER HEDGES LLP
1000 Main St., 36th Floor
Houston TX 77002
Tel: (713) 226-6648
Email: jhiggins@porterhedges.com
Debtor's
Special
Corporate &
Litigation
Counsel: LATHAM & WATKINS LLP
Debtor's
Investment
Banker: LAZARD FRERES & CO
Debtor's
Restructuring
Advisor: FTI CONSULTING, INC.
Debtor's
Notice,
Claims &
Balloting
Agent: OMNI AGENT SOLUTIONS
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $1 billion to $10 billion
The petition was signed by Ronnie Ng, chief financial officer of
National CineMedia, Inc.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KZQ6N3A/National_CineMedia_LLC__txsbke-23-90291__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Computershare Trust Co, NA Unsecured Notes $238,265,625
as indenture trustee to the 5.75%
Senior Notes due 2026
462 S 4th St
Mailbox 829, 16th Fl
Louisville, KY 40202
Email: David.Diaz@computershare.com;
ARichmond@PRYORCASHMAN.com;
Casey.Boyle@wellsfargo.com;
SLieberman@PRYORCASHMAN.com
2. Cinemark USA Inc Network Partner $4,785,148
3900 Dallas Pkwy, Ste 500
Plano, TX 75093
Email: cbedard@cinemark.com
3. Regal Cinemas, Inc Network Partner $4,089,007
101 E Blount Ave
Knoxville, TN 37920
Email: Mark.Barker@regalcinemas.com
4. Red's Amusement, Inc Network Partner $1,854,937
Attn: General Counsel & CFO
8901 E McDonald Dr
Scottsdale, AZ 85250
Email: tylercooper@harkins.com
5. AMC Network Partner $1,531,671
920 Main St
Kansas City, MO 64105
Email: GVermillion@amctheatres.com
6. MJR Group LLC Network Partner $665,825
dba MJR Digital Cinemas, MJR
Theatres, or MJR
Attn: Joel Kincaid
41000 Woodward Ave, Ste 134 E
Bloomfield Hills, MI 48304
Email: jkincaid@mjrtheatres.com
7. Midas OpCo Holdings, LLC Vendor $660,416
155 Federal St, Ste 700
Boston, MA 02110
Email: llipinsky@thepeopleplatform.com
8. Kerasotes Showplace Network Partner $640,668
Theaters, LLC
641 W Lake St, Ste 300
Chicago, IL 60661
Email: JNowicki@kerasotes.com;
fred.meyers@kerasotes.com
9. Alliance Management Co, LLC Network Partner $618,942
Attn: Anne Ragains
825 Northgate Blvd, Ste 203
New Albany, IN 47150
Email: scottb@patokacapital.com;
chancer@patokacapital.com
10. Vobile, Inc Vendor $600,000
2880 Lakeside Dr, Ste 360
Santa Clara, CA 95054
Email: lynne.murphy@vobileinc.com
11. SCGM Inc Network Partner $592,061
Attn: James Ostrow
4811 Hwy 6
Missouri City, TX 77459
Email: jostrow@culinarykhancepts.com
12. United Entertainment Corp Network Partner $587,633
12900 - 63rd Ave N
Maple Grove, MN 55369-6001
Email: miker@uecmovies.com;
jshorba@uecmovies.com
13. Microsoft Corp Vendor $565,946
1 Microsoft Way
Redmond, WA 98052
Email: wwcsmsas@microsoft.com
14. Santikos Theatres, Inc Network Partner $519,070
18402 US Hwy 281 N, Ste 229
San Antonio, TX 78259
Email: prichard@Santikos.com;
rlehman@Santikos.com
15. Georgia Theatre Co Network Partner $501,455
50 Cinema Ln
St Simons Island, GA 31522
Email: MWarren@gtcmovies.com
16. Texas Cinema Corp Network Partner $488,451
1250 Wonder World Dr
San Marcos, TX 78666
Email: mroberts@evo-entertainment.com
17. Loeks Theatres Inc Network Partner $452,073
2121 Celebration Dr NE
Grand Rapids, MI 49525
Email: ekuiper@byst
jd@bystudioc.com
18. Picture Show Entertainment LLC Network Partner $426,793
Attn: Jeff Stedman
40 Broadmoor Ave
Colorado Springs, CO 80906
Email: jstedman@pictureshowent.com
19. Galaxy Theatres LLC Network Partner $376,579
15060 Ventura Blvd, Ste 350
Sherman Oaks, CA 91403
Email: rcohen@galaxytheatres.com
20. Pecan Pie Productions LLC Network Partner $350,519
Attn: Kevin LaKritz
3288 21st St, Ste 239
San Francisco, CA 94110
Email: kevin@pecanpieproductions.com
21. Independent Theatre Network Partner $349,792
Booking Service, Inc
11917 Sam Roper Dr, Ste 200
Charlotte, NC 28269
Email: bsitbs1@gmail.com
22. Coinstar Asset Holdings, LLC Vendor $349,417
330 120th Ave NE
Bellevue, WA 98005
Email: cliff.wohl@coinstar.com
23. Cinergy Entertainment Group, Inc Network Partner $314,263
Aka Cinergy Cinmeas/Cinergy
Cinemas & Entertainment
5720 Lbj Fwy, Ste 625
Dallas, TX 75240
Email: rschwarte@cinergy.com
24. Metropolitan Theatres Corp Network Partner $306,680
8727 W 3rd St
Los Angeles, CA 90048
Email: neig@metrotheatres.com;
ddavison@metrotheatres.com
25. Goodrich Theater Opco LLC Network Partner $303,105
Attn: Jake McSparin
3930 Mezzanine Dr, Ste A
Lafayette, IN 47905
Email: jakem@gqtmovies.com
26. Marquee Cinemas Inc Network Partner $283,931
552 Ragland Rd
Beckley, WV 25801
Email: jcox@marqueecinemas.com
27. VSS Southern Theaters, LLC Network Partner $283,166
Attn: Ron Krueger
935 Gravier St, Ste 1200
New Orleans, LA 70112
Email: ronk@southerntheatres.com
28. Simplifi Holdings, Inc Vendor $230,933
Attn: Danielle Kinney
1407 Texas St
Ft Worth, TX 76102
Email: receivables@simpli.fi
29. USA Cinema Investments Network Partner $223,941
Holding Inc
14951 Dallas Pkwy, Ste 300
Dallas, TX 75254
Email: aholyoak@cinepolis.com;
lolloqui@cinepolis.com
30. Marcus Theaters Corp Network Partner $208,499
100 E Wisconsin Ave, Ste 2000
Milwaukee, WI 53202
Email: clintwisialowski@marcustheatres.com
NATIONAL CINEMEDIA: Files Chapter 11 to Facilitate Restructuring
----------------------------------------------------------------
National CineMedia, LLC (NCM LLC), the largest cinema advertising
network in the U.S., announced a series of debt restructuring
transactions that are expected to meaningfully strengthen the
Company's balance sheet and position the Company for long-term
growth. National CineMedia, Inc., (NASDAQ: NCMI) (NCM Inc.), a
non-filing entity, will remain the manager of NCM LLC.
To facilitate its debt restructuring, the Company has filed a
voluntary Chapter 11 petition in the United States Bankruptcy Court
for the Southern District of Texas and has entered into a
comprehensive Restructuring Support Agreement (RSA) with the
support of its secured lenders, through which all of the Company's
debt will be converted into equity of the reorganized Company.
Under the RSA, NCM LLC will assume all of its critical contracts
upon emergence, ensuring that the Company will maintain the largest
national cinema advertising network.
"Our category-defining platform will continue to empower
advertisers to reach our sought-after, young moviegoing audiences
with scale and measurability. Today's transactions will position us
to deliver the strong results our advertisers and cinema partners
have come to expect from us today and well into the future," said
Tom Lesinski, CEO of NCM Inc. "We are entering this process with
the overwhelming support of our secured lenders and key
stakeholders, which we expect will enable us to swiftly and
responsibly emerge as a stronger company."
The RSA provides a clear roadmap for NCM LLC to quickly emerge
without disrupting its operations or customer relationships. Upon
confirmation of the restructuring outlined in the RSA, all of NCM
LLC's funded debt would be converted into equity, completely
de-levering the Company's balance sheet. Additionally, NCM Inc.'s
management and NCM LLC's other existing governance structures would
be maintained to ensure continuity of ongoing operations and
performance. NCM Inc. will receive an ownership interest in the
restructured company of approximately 14%. Further, unless an
official creditors committee is formed, all holders of General
Unsecured Claims will be paid in full in the ordinary course under
the RSA.
Nationally Leading Cinema Advertising Network Fully Operational for
All Advertisers
NCM LLC will operate its business without disruption and serve the
national, regional, and local businesses that rely on its
advertising network to reach entertainment fans in and out of movie
theaters. The Company's existing cash balances will provide the
liquidity needed to continue operations in the ordinary course of
business. Following its restructuring, NCM LLC will be
well-positioned as moviegoers enjoy the resumption of a regular
schedule for major motion picture releases following pandemic
disruption. The cinema industry continues to strengthen with an
impressive 26% growth in Q1 2023 vs. Q1 2022. Over 83 million
unique moviegoers have attended the theater in 2023, and this past
weekend's release of The Super Mario Bros. Movie was the largest
opening weekend debut of the year with $204.6 million at the box
office.1
NCM Inc. Previews Strong Fourth Quarter 2022 Revenue and Earnings
In the fourth quarter of 2022, NCM Inc. experienced increasing
demand as more brands returned to cinema advertising to target
young, diverse, and highly engaged moviegoing audiences as part of
their overall media buys. Based on preliminary unaudited Q4 2022
results, NCM Inc. expects to report total revenue growth of 44.4%
to $91.7 million in the fourth quarter of 2022 versus $63.5 million
for the comparable quarter in 2021; operating income increased
251.3% compared to the fourth quarter of 2021; and Adjusted OIBDA,
a non-GAAP measure, increased nearly 130% to $42.1 million for the
fourth quarter of 2022 versus $18.4 million for the fourth quarter
of 2021.
"Our fourth quarter marked a strong finish to the year as a diverse
film release schedule including Black Panther: Wakanda Forever and
Avatar: The Way of Water brought massive audiences back to
theaters. We are well positioned to deliver on this momentum as
theater traffic builds back towards normal historical patterns and
our inventory utilization increases," added Lesinski.
Additional Information About the Restructuring Process
NCM LLC is filing with the Court a series of customary "First Day
Motions" to facilitate a smooth transition and to support
operations during its case. These motions, which the Company
expects to be approved in short order, include requests to pay
wages and benefits to employees. The Company will continue
servicing its existing customer programs, partnerships, and cinema
operator relationships in the ordinary course of business.
Additional information regarding the Company's process is available
at https://omniagentsolutions.com/NCM. Stakeholders with questions
may call the Company's Claims Agent Omni at (866) 956-2144 or (747)
293-0095 if calling from outside the U.S. or Canada or email
NCMInquiries@OmniAgnt.com.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal
counsel, Lazard Ltd., is serving as investment banker, and FTI
Consulting is serving as financial advisor to the Company. The
Company has retained C Street Advisory Group to serve as strategic
communications advisor.
About National Cinemedia Inc.
National CineMedia Inc. (NCM) is a cinema advertising network in
the U.S. NCM's Noovie pre-show is presented exclusively in 47
leading national and regional theater circuits including AMC
Entertainment Inc. (NYSE:AMC), Cinemark Holdings, Inc. (NYSE:CNK)
and Regal Entertainment Group (a subsidiary of Cineworld Group PLC,
LON: CINE). NCM's cinema advertising network offers broad reach
and audience engagement with over 20,100 screens in over 1,600
theaters in 195 Designated Market Areas (all of the top 50). NCM
Digital and Digital-Out-Of-Home (DOOH) go beyond the big screen,
extending in-theater campaigns into online, mobile, and place-based
marketing programs to reach entertainment audiences. National
CineMedia, Inc. (NASDAQ:NCMI) owns a 48.3% interest in, and is the
managing member of, National CineMedia, LLC. On the Web:
HTTP://www.ncm.com/ and HTTP://www.noovie.com/
As of Sept. 29, 2022, the Company had $775.4 million in total
assets, $1.23 billion in total liabilities, and a total deficit of
$453.8 million.
* * *
As reported by the TCR on March 21, 2023, S&P Global Ratings
lowered its issuer credit rating on National CineMedia Inc. (NCM)
to 'D' from 'CCC-'. NCM missed the interest payment due Feb. 15,
2023, on its 5.75% unsecured notes due 2026. While the company has
extended its grace period to 47 days, it failed to pay this
interest obligation within 30 calendar days. S&P said, "Therefore,
we view this as an event of default. NCM is using the extended
grace period to negotiate with its lenders. No cross-default
provisions are currently active under its credit agreements.
However, we expect it will likely engage in an in- or out-of-court
restructuring."
NEW BEGINNING: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: New Beginning Realty Corp
f/d/ba Dewey University Inc.
#425 Calle Barbosa
URB. Valencia
San Juan, PR 00923
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 12, 2023
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 23-01049
Debtor's Counsel: Noemi Landrau Rivera, Esq.
LANDRAU RIVERA & ASSOCIATES
PO Box 270219
San Juan, PR 00927
Tel: 787-774-0224
Fax: 787-919-7713
Email: nlandrau@landraulaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Carlos A. Quinones Alfonso as
president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6BCJAVQ/NEW_BEGINNING_REALTY_CORP__prbke-23-01049__0001.0.pdf?mcid=tGE4TAMA
NIELSEN & BAINBRIDGE: Committee Hires Archer as Texas Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Nielsen &
Bainbridge, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Archer & Greiner, P.C. as its Texas bankruptcy counsel.
The firm's services include:
a. rendering legal advice to the committee with respect to its
duties and powers in the Debtors' Chapter 11 cases;
b. assisting the committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtors, the operation of the Debtors' business, the desirability
of continuance of such business and any other matters relevant to
the cases or to the business affairs of the Debtors;
c. advising the committee with respect to any proposed use of
cash collateral, post-petition financing, sale, lease or other
disposition of the Debtors' assets and any other relevant matters;
d. advising the committee with respect to any proposed Chapter
11 plan and the prosecution of claims against third parties, if
any, and any other matters relevant thereto;
e. advising the committee and taking actions to represent the
interests of the unsecured creditors with respect to insiders and
affiliates of the Debtors;
f. filing, commencing and prosecuting legal papers; and
g. other necessary legal services.
The firm will be paid at these rates:
Stephen M. Packman, Attorney $725 per hour
Brian M. Gargano, Attorney $425 per hour
James Ou, Attorney $425 per hour
Ying Chen, Attorney $385 per hour
Mariam Khoudari, Attorney $345 per hour
Amy M. Huber, Paralegal $210 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Stephen Packman, Esq., a partner at Archer & Greiner, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Archer
& Greiner provided the following:
a. Archer & Greiner did not agree to a variation of its standard
or customary billing arrangement for this engagement;
b. No Archer & Greiner professional included in this engagement
varied his rate based on the geographic location of the bankruptcy
cases;
c. Archer & Greiner did not represent the committee prior to the
petition date; and
d. Archer & Greiner and the committee expect to develop a
prospective budget and staffing plan, recognizing that in light of
the complex issues and highly compressed timetable in the cases,
there may be unforeseeable fees and expenses that will need to be
addressed.
The firm can be reached through:
Stephen M. Packman, Esq, Esq.
Archer & Greiner, P.C.
1211 Avenue of the Americas, Suite 2750
New York, NY 10036
Telephone: (212) 682-4940
Email: spackman@archerlaw.com
About Nielsen & Bainbridge
Nielsen & Bainbridge, LLC, is an end-to-end supplier of home décor
and hardwire lighting operating under the trade name NBG Home. NBG
Home serves a portfolio of prominent retail partners in the design,
development, and fulfillment of products such as lighting, accents,
furniture, soft home goods, wall decor, and frames sold under
various brand names. NBG Home operates eight business units
touching the brick-and-mortar and eCommerce spaces.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90071) on Feb.
8, 2023.
In the petition signed by Hope Margala, as authorized signatory,
the Debtors disclosed up to $500 million in assets and up to $1
billion in liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Jackson Walker LLP as local bankruptcy counsel,
Kirkland and Ellis LP and Kirkland and Ellis International LLP as
general bankruptcy counsel, Alvarez and Marsal North America, LLC
as financial advisor, Guggenheim Securities, LLC as investment
banker, Hilco Real Estate, LLC as exclusive sales agent, and Omni
Agent Solutions as claims, noticing, solicitation agent and
administrative advisor.
KKR Loan Administration Services, LLC, serves as administrative
agent and collateral agent under the DIP Facility. Counsel to the
DIP Lenders are Dennis F. Dunne, Esq. and Matthew L. Brod, Esq. at
Milbank LLP.
Wells Fargo Bank, National Association is the administrative agent
and collateral agent under the Prepetition ABL Facility. Attorneys
for Wells Fargo Bank are Julia Frost-Davies, Esq., and Christopher
L. Carter, Esq., at Morgan, Lewis & Bockius, LLP.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Lowenstein Sandler, LLP as lead counsel; Archer &
Greiner, P.C. as Texas bankruptcy counsel; and Province, LLC as
financial advisor.
NIELSEN & BAINBRIDGE: Committee Taps Lowenstein as Lead Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Nielsen &
Bainbridge, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Lowenstein Sandler, LLP as lead counsel.
The firm's services include:
(a) advising the committee with respect to its rights, duties,
and powers in the Debtors' Chapter 11 cases;
(b) assisting and advising the committee in its consultations
with the Debtors relative to the administration of the cases;
(c) assisting the committee in analyzing claims of creditors and
the Debtors' capital structure and in negotiating with holders of
claims and equity interests;
(d) assisting the committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors and of the operation of the Debtors' business;
(e) assisting the committee in analyzing (i) the Debtors'
pre-bankruptcy financing, (ii) proposed use of cash collateral, and
(iii) the proposed debtor-in-possession financing, the terms and
conditions of the proposed DIP financing and the adequacy of the
proposed financing budget;
(f) assisting the committee in its investigation of the liens
and claims of holders of the Debtors' pre-bankruptcy debt and the
prosecution of any claims or causes of action revealed by such
investigation;
(g) assisting the committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters related to,
among other things, the assumption or rejection of certain leases
of nonresidential real property and executory contracts, asset
dispositions, sale of assets, financing of other transactions and
the terms of a plan of reorganization for the Debtors;
(h) assisting the committee in its investigation into the
pre-bankruptcy activity of and potential causes of action against
applicable third parties;
(i) assisting and advising the committee as to its
communications to unsecured creditors regarding significant matters
in the cases;
(j) representing the committee at hearings and other
proceedings;
(k) reviewing and analyzing applications, orders, statements of
operations, and schedules filed with the court and advising the
committee as to their propriety;
(l) assisting the committee in preparing pleadings and
applications as may be necessary in furtherance of the committee's
interests and objectives in the Chapter 11 cases, including without
limitation, the preparation of retention papers and fee
applications for the committee's professionals;
(m) assisting the committee and providing advice concerning the
proposed sale of substantially all of the Debtors' assets,
including issues concerning any potential competing bidders and the
auction process;
(n) assisting the committee with respect to issues that may
arise concerning the Debtors' employees;
(o) preparing legal papers; and
(p) other necessary legal services.
The firm will be paid at these rates:
Partners $690 to $1,835 per hour
Of Counsel $810 to $1,475 per hour
Senior Counsel $630 to $1,410 per hour
Counsel $575 to $1,070 per hour
Associates $475 to $965 per hour
Paralegals $240 to $425 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Jeffrey Prol, Esq., a partner at Lowenstein, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases,
Lowenstein disclosed the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: Not applicable.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Lowenstein expects to develop a budget and staffing
plan to reasonably comply with the U.S. Trustee's request for
information and additional disclosures, as to which the firm
reserves all rights. The committee has approved Lowenstein's
proposed hourly billing rates.
The firm can be reached through:
Jeffrey D. Prol, Esq.
Lowenstein Sandler LLP
One Lowenstein Drive
Roseland, NJ 07068
Telephone: (973) 597-2500
Email: jprol@lowenstein.com
About Nielsen & Bainbridge
Nielsen & Bainbridge, LLC, is an end-to-end supplier of home décor
and hardwire lighting operating under the trade name NBG Home. NBG
Home serves a portfolio of prominent retail partners in the design,
development, and fulfillment of products such as lighting, accents,
furniture, soft home goods, wall decor, and frames sold under
various brand names. NBG Home operates eight business units
touching the brick-and-mortar and eCommerce spaces.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90071) on Feb.
8, 2023.
In the petition signed by Hope Margala, as authorized signatory,
the Debtors disclosed up to $500 million in assets and up to $1
billion in liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Jackson Walker LLP as local bankruptcy counsel,
Kirkland and Ellis LP and Kirkland and Ellis International LLP as
general bankruptcy counsel, Alvarez and Marsal North America, LLC
as financial advisor, Guggenheim Securities, LLC as investment
banker, Hilco Real Estate, LLC as exclusive sales agent, and Omni
Agent Solutions as claims, noticing, solicitation agent and
administrative advisor.
KKR Loan Administration Services, LLC, serves as administrative
agent and collateral agent under the DIP Facility. Counsel to the
DIP Lenders are Dennis F. Dunne, Esq. and Matthew L. Brod, Esq. at
Milbank LLP.
Wells Fargo Bank, National Association is the administrative agent
and collateral agent under the Prepetition ABL Facility. Attorneys
for Wells Fargo Bank are Julia Frost-Davies, Esq., and Christopher
L. Carter, Esq., at Morgan, Lewis & Bockius, LLP.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Lowenstein Sandler, LLP as lead counsel; Archer &
Greiner, P.C. as Texas bankruptcy counsel; and Province, LLC as
financial advisor.
NOVABAY PHARMACEUTICALS: Widens Net Loss to $10.6 Million in 2022
-----------------------------------------------------------------
Novabay Pharmaceuticals, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K disclosing a net
loss of $10.61 million on $14.40 million of net total sales for the
year ended Dec. 31, 2022, compared to a net loss of $5.82 million
on $10.20 million of net total sales for the year ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had $16.40 million in total
assets, $5.84 million in total liabilities, and $10.55 million in
total stockholders' equity.
San Francisco California-based WithumSmith+Brown, PC, the Company's
auditor since 2010, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has a history
of recurring losses and negative cash flows from operations that
raise substantial doubt about its ability to continue as a going
concern.
Novabay said, "The Company has sustained operating losses for the
majority of its corporate history and expects that its 2023
expenses will exceed its 2023 revenues, as the Company continues to
invest in both its Avenova and DERMAdoctor commercialization
efforts. Additionally, the Company expects to continue incurring
operating losses and negative cash flows until revenues reach a
level sufficient to support ongoing growth and operations.
Accordingly, the Company has determined that its planned operations
raise substantial doubt about its ability to continue as a going
concern. Additionally, changing circumstances may cause the Company
to expend cash significantly faster than currently anticipated, and
the Company may need to spend more cash than currently expected
because of circumstances beyond its control that impact the broader
economy such as periods of inflation, supply chain issues, the
continuation of the COVID-19 pandemic and international conflicts
(e.g., the conflict between Russia and Ukraine).
"The Company's long-term liquidity needs will be largely determined
by the success of commercialization efforts. To address the
Company's current liquidity and capital needs, the Company has and
continues to evaluate different plans and strategic transactions to
fund operations, including: (1) raising additional capital through
debt and equity financings or from other sources; (2) reducing
spending on operations, including reducing spending on one or more
of its sales and marketing programs or restructuring operations to
change its overhead structure; (3) out-licensing rights to certain
of its products or product candidates, pursuant to which the
Company would receive cash milestones or an upfront fee; and/or (4)
entering into license agreements to sell new products. The Company
may issue securities, including common stock, preferred stock,
convertible debt securities and warrants through additional private
placement transactions or registered public offerings, which may
require the filing of a Form S-1 or Form S-3 registration statement
with the SEC."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1389545/000143774923008843/nby20221231_10k.htm
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com-- develops and sells scientifically
created and clinically proven eyecare and skincare products.
NovaBay's leading product, Avenova Antimicrobial Lid & Lash
Solution, is often prescribed by eyecare professionals for
blepharitis and dry-eye disease and is also available directly to
eyecare consumers through online distribution channels such as
Amazon. DERMAdoctor offers more than 30 OTC
dermatologist-developed skincare products through the DERMAdoctor
website, well-known traditional and digital beauty retailers, and
international distributors. NovaBay also manufactures and sells
effective, yet gentle and non-irritating wound care products.
NXT ENERGY: Widens Net Loss to C$6.7 Million in 2022
----------------------------------------------------
NXT Energy Solutions Inc. reported a net loss and comprehensive
loss of C$6.73 million on C$0 of revenue for the year ended Dec.
31, 2022, compared to a net loss and comprehensive loss of C$3.12
million on C$3.13 million of revenue for the year ended Dec. 31,
2021.
As of Dec. 31, 2022, the Company had C$15.57 million in total
assets, C$3.48 million in total liabilities, and C$12.09 million in
shareholders' equity.
Calgary, Canada-based KPMG LLP, the Company's auditor since 2006,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company's current and forecasted cash and
cash equivalents and short-term investments position are not
expected to be sufficient to meet its obligations which raises
substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 6-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1009922/000165495423004489/nsfdf_ex991.htm
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
O'CONNOR CONSTRUCTION: Court OKs Cash Access Thru July 31
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized O'Connor Construction Group, LLC to
continue using cash collateral on an interim basis in accordance
with the budget through July 31, 2023.
The Court acknowledged that a need exists for the Debtor to obtain
funds to pay its actual, ordinary and necessary operating
expenses.
As of the Petition Date, liens or other interests are asserted
against the cash collateral of the Debtor by the U.S. Small
Business Administration, Breakout Capital, LLC, CIT Bank, N.A.,
Union Funding Source, Inc. and Green Capital Funding, LLC. While
Union Funding Source, Inc. and Green Capital Funding, LLC assert
security interests in the property they claim they purchased from
the Debtor pre-petition, they take issue with their designation as
creditors due to the nature of their prepetition transactions with
the Debtor.
The Debtor agrees to segregate and account to the Secured Creditors
for all cash collateral: (i) that it now possesses, (ii) it has
permitted to be transferred into the possession of others since the
Petition Date, if any, (iii) is being held by any party in privity
with or on behalf of the Debtor, and (iv) is existing on or is
received after the Petition Date.
As adequate protection, the Secured Creditors will receive, as
adequate protection to the extent of the diminution in value of
each of their perfected interests in the cash collateral, a
replacement lien in post-petition assets of the same character as
their respective prepetition collateral and proceeds of
post-petition assets of the same character as their respective
prepetition collateral.
The Adequate Protection Liens will (i) be supplemental to and in
addition to the prepetition liens or interests of each respective
Secured Creditor, (ii) be accorded the same validity and priority
as enjoyed by the prepetition liens or interests immediately prior
to the Petition Date, (iii) be deemed to have been perfected
automatically effective as of the entry of the Order without the
necessity of filing of any UCC-1 financing statement, state or
federal notice, mortgage or other similar instrument or document in
any state or public record or office and without the necessity of
taking possession or control of any collateral.
As additional adequate protection for the interests of Breakout
Capital in the cash collateral, the Debtor will continue making
adequate protection payments to Breakout Capital on or before the
first day of each month, until otherwise directed by the Court or
by operation of law, in the amount of $10,000.
The Debtor will maintain insurance of a kind and in an amount
sufficient to satisfy the requirements of the United States Trustee
for the Northern District of Texas.
Unless specifically waived in writing by Secured Creditors, the
Debtor's right and authority to use cash collateral will
immediately terminate upon the earlier of July 31, 2023, or the
occurrence of any of the following:
a) Ten days following either a Secured Creditor's delivery of
a notice (either written or via email) of a breach by the Debtor of
any obligation under the Order which breach remains uncured or
otherwise continues to exist at the end of such 10 day notice
period;
b) Conversion of the Debtor's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code;
c) The appointment of a trustee pursuant to Section 1104 of
the Bankruptcy Code; and
d) The entry of any order modifying, reversing, revoking,
staying, rescinding, vacating or amending this Order without the
express prior written consent of Secured Creditors (and no such
consent shall be implied from any action, inaction, course of
conduct or acquiescence by Secured Creditors).
A copy of the order and the Debtor's budget for the period from
April to July 2023 is available at https://bit.ly/41iNrTv from
PacerMonitor.com.
The budget provides for total expenses, on a monthly basis, as
follows:
$297,253 for the month of April 2023;
$237,251 for the month of May 2023;
$279,251 for the month of June 2023; and
$266,251 for the month of July 2023.
About O'Connor Construction Group, LLC
Based in Poolville, Texas, O'Connor Construction Group, LLC has
over 30 years of experience as a commercial/industrial contractor
specializing in food storage and processing facilities and provides
turnkey design, construction and construction management services
for projects nationwide, but focusing primarily in the
South/Southwest.
O'Connor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Tex. Case No. 22-40187-11) on January 28, 2022.
In the petition signed by Paul O'Connor, member and manager, the
Debtor disclosed up to $10 million in assets and up to $50 million
in liabilities.
Union Funding Source, Inc., as secured creditor, is represented by
Shanna M. Kaminski, Esq., at Kaminski Law, PLLC.
ODEBRECHT DRILLING: Chapter 15 Case Summary
-------------------------------------------
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 15 of the Bankruptcy Code:
Debtor Case No.
------ --------
ODN I Perfuracoes Ltda. (Lead Case) 23-10557
Avenida Cidade de Lima, n 86
Offices 501 and 502 (part)
Santo Cristo, 20.220-710
Rio de Janeiro, Brazil
Odebrecht Drilling Norbe VIII/IX Ltd. 23-10559
Odebrecht Drilling Norbe Eight GmbH 23-10560
Odebrecht Drilling Norbe Nine GmbH 23-10561
Odebrecht Offshore Drilling Finance Limited 23-10562
ODN I GmbH 23-10563
Odebrecht Drilling Norbe Six GmbH 23-10564
ODN Tay IV GmbH 23-10565
Foreign Proceeding: Recuperacao extrajudicial proceeding in the
4th Business Court of the Judicial District of
Rio de Janeiro, Brazil pursuant to Federal Law
11,101 of February 9, 2005 (as amended from
time to time) of the laws of the Federative
Republic of Brazil filed on December 12, 2022.
Chapter 15 Petition Date: April 11, 2023
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. David S. Jones
Foreign Representative: Rogerio Luis Murat Ibrahim
Avenida Cidade de Lima, n 86
Offices 501 and 502
Santo Cristo, 20.220-710
Rio de Janeiro, Brazil
Foreign
Representative's
Counsel: Eli J. Vonnegut, Esq.
Joanna McDonald, Esq.
Matthew B. Masaro, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, New York 10017
Tel: (212) 450-4000
Fax: (212) 701-5800
Email: eli.vonnegut@davispolk.com
joanna.mcdonald@davispolk.com
matthew.masaro@davispolk.com
Estimated Assets: Unknown
Estimated Debt: Unknown
A full-text copy of the Lead Debtor's Chapter 15 is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/CD6CTNA/ODN_I_Perfuracoes_Ltda_and_Rogerio__nysbke-23-10557__0001.0.pdf?mcid=tGE4TAMA
OFFICE PROPERTIES: S&P Places 'BB' ICR on CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings placed all of its ratings on Newton, Mass.-based
Office Properties Income Trust (OPI), including its 'BB' issuer
credit rating, on CreditWatch with negative implications.
The CreditWatch placement reflects that, while S&P expects the
transaction to enhance OPI's scale and diversification, the
combined company's financial policy, capital structure, and
liquidity position remain uncertain.
Newton, Mass.-based OPI announced it has entered into a definitive
agreement to acquire Diversified Healthcare Trust (DHC) in an
all-share transaction.
S&P said, "We expect the company's key credit metrics will weaken
following the close of the transaction. As of Dec. 31, 2022, OPI's
S&P Global Ratings-adjusted debt to EBITDA was 7.5x and its
fixed-charge coverage (FCC) ratio was 3.0x, which compares with
15.9x and 0.7x, respectively, for DHC. Therefore, immediately
following the close of the transaction, we estimate OPI's key
credit metrics will worsen because we anticipate it will assume
DHC's existing debt. However, the company's key credit metrics will
likely improve over the medium term as DHC's senior housing
operating property (SHOP) portfolio materially recovers from the
effects of the coronavirus pandemic. The merger will also create a
more diverse portfolio, with health care tailwinds offsetting
office headwinds.
"We believe the company may continue to face liquidity pressure and
refinancing risk following the merger and note that an increase in
higher priority debt could affect our ratings on its senior
unsecured debt. In our view, both OPI's and DHC's liquidity
positions are pressured due to the near-term maturities of their
revolvers. While OPI intends to recast its revolver in connection
with the transaction, it will continue to face refinancing risk
until that is completed. Additionally, the combined company will
have $600 million of senior unsecured notes due in 2024. Although
the merger will provide both companies with greater flexibility,
with OPI now having access to Government Sponsored Enterprise debt
(while DHC was previously not able to incur additional debt),
refinancing risks remain. OPI's senior unsecured noteholders
currently benefit from its almost fully unencumbered capital
structure, which supports an issue-level rating of 'BB+' (one notch
above the issuer credit rating). Given DHC's capital structure,
which includes a secured revolver and guaranteed notes, the final
funding sources for the transaction and the capital structure of
the combined company could negatively affect the recovery prospects
for OPI's senior unsecured noteholders.
"We expect to revolve the CreditWatch once OPI closes the
acquisition, which we expect will occur in the third quarter of
2023, and we gain more clarity around the combined entity's
financial policy, capital structure, and liquidity position. We
anticipate that we will discontinue our ratings on DHC at that
time. If the transaction fails to close, we would reassess our
ratings on OPI and most likely affirm them."
OPI is a REIT focused on owning and leasing office properties. As
of Dec. 31, 2022, it wholly owned 160 office properties in 30
states and Washington, D.C. comprising 21 million square feet. OPI
leases its properties to 274 different tenants, with the U.S.
government being its largest tenant. The company is externally
managed by The RMR Group Inc.
OUR CITY MEDIA: Seeks Cash Collateral Access
--------------------------------------------
Our City Media of Florida, LLC asks the U.S. Bankruptcy Court for
the Southern District of Florida, Fort Lauderdale Division, for
authority to use income which may constitute cash collateral for
the continued operation of its business.
The Debtor proposes to use the cash collateral in accordance with
the terms of the Budget through July 31, 2023, or an earlier date
depending upon confirmation of the Debtor's plan.
The Debtor says these entities may claim a lien in the cash
collateral: The U.S. Small Business Administration, South State
Bank as successor by merger to Atlantic Capital Bank, N.A.,
American Express National Bank, The Business Backer, Fundworks,
LLC, Stingray Int. Corporation, CT Corporation System, CHTD
Company, and Corporation Service Company.
On April 29, 2016, the Debtor borrowed $2.362 million from Atlantic
Capital, evidenced by a U.S. Small Business Administration Note.
The Debtor's obligations to Atlantic Capital are secured pursuant
to the terms of a Loan and Security Agreement, dated April 29,
2016, in which the Debtor granted Atlantic Capital a security in
interest in. among other things, all inventory, equipment, accounts
and the proceeds thereof.
On May 13, 2016, Atlantic Capital perfected its security interest
by filing a UCC-1 Financing Statement with the Florida Secretary of
State under No. 201607594313, and continued by the filing of a
UCC-3 Continuation Statement with the Florida Secretary of State on
February 22, 2021 under no. 202106237233. On March 1, 2022,
Atlantic Capital merged with and into South State.
On April 29, 2016. the Debtor borrowed $350,000 from Our City Media
Inc., pursuant to the terms of a Secured Promissory Note, as
assigned to Stingray Int Corporation pursuant to the terms of an
Assignment of Promissory Note with Notice of Assignment, dated
April 25, 2018. The Stingray Note provides that it is secured by a
second position secured interest, only behind the SBA, on all
assets of the Debtor including, but not limited to the Debtor's
furniture, fixtures and equipment.
In conducting its due diligence in connection with the filing, the
Debtor determined that American Express National Bank filed a UCC-1
with the Florida Secretary of State on September 28, 2018, under
no. 201806659334, asserting a lien on all assets of the Debtor.
Although the Debtor believes this obligation was fully satisfied
prior to the filing of the bankruptcy proceeding, in an abundance
of caution, the Debtor is providing American Express National Bank
with notice of the motion.
On October 23, 2020, the Debtor received a Small Business
Association Disaster Loan in the amount of $150,000, which amount
was subsequently increased to $500,000 on or about July 9, 2021.
The Small Business Association filed a UCC-1 Financing Statement
with the Florida Secretary of Slate under no. 202005124921 to
perfect its security interest in. among other things, the Debtor's
inventory, equipment, accounts, and the proceeds thereof.
On May 1, 2022, the Debtor entered into an agreement with Business
Backer in which Business Backer would provide a line of credit to
the Debtor in exchange for a security interest in the assets of the
Debtor. Business Backer may claim a security interest in the
Debtor's assets.
On July 14, 2022, the Debtor entered into a Payment Rights Purchase
and Sale Agreement with Fundworks pursuant to which Fundworks
purchased the Debtor's "Future Receipts."
On July 25, 2022, Corporation Service Company, as representative,
filed a UCC-1 Financing Statement with the Florida Secretary of
State under no. 202202405990, to perfect a lien on, among other
things, the Debtor's inventory and accounts.
In order to (i) adequately protect the Creditors in connection with
the Debtor's use of the cash collateral, and (ii) provide the
Creditors with additional adequate protection in respect to any
decrease in the value of its interests in the cash collateral
resulting from the stay imposed under section 362 of the Bankruptcy
Code or the use of the cash collateral by the Debtor, the Debtor
would offer as adequate protection of any lien the Creditors may
have on cash collateral, a priority post-petition lien on cash and
receivables generated by the Debtor post-petition, in the same
priority as any pre-petition lien, but only to the extent the
Creditors have a pre-petition lien on cash collateral.
A copy of the motion is available at https://bit.ly/3KQ3bbh from
PacerMonitor.com.
About Our City Media of Florida, LLC
Our City Media of Florida, LLC publishes several editions of local
community news magazines throughout South Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18896) on November
17, 2022. In the petition signed by Terrance P. Jaillet, president,
the Debtor disclosed $154,782 in total assets and $2,154,633 in
total liabilities.
Judge Scott M. Grossman oversees the case.
Robert Furr, Esq., at Furr Cohen, is the Debtor's legal counsel.
PARTY CITY: Updates Unsecured Claims Pay; Files Amended Plan
------------------------------------------------------------
Party City Holdco Inc. and Its Debtor Affiliates submitted a
Disclosure Statement for the First Amended Joint Chapter 11 Plan of
Reorganization dated April 10, 2023.
The Debtors strongly believe that the Plan is in the best interests
of the Debtors' Estates, represents the Debtors' best available
alternative, and provides for value-maximizing transactions which
will inure to the benefit of all of the Debtors' stakeholders.
Given the Debtors' core strengths, including their experienced
management team and employees, the Debtors are confident that they
can implement the Plan's value-maximizing restructuring to ensure
the long-term viability of their business.
Pursuant to the final critical vendor order entered by the
Bankruptcy Court, as revised at the request of the Creditors'
Committee, the Debtors were authorized to pay prepetition claims of
such trade creditors up to an aggregate amount of approximately $74
million. To date, the Debtors have paid approximately $11.5 million
of prepetition claims under this critical vendor order to date on
account of critical vendors, foreign vendors,
shippers/lienholders/warehouse vendors, import claimants, and
503(b)(9) claimants.
Holders of undisputed Claims for unpaid invoices that arise in the
ordinary course of the Debtors' businesses and which are not due
and payable on or before the Effective Date shall be paid in the
ordinary course of business in accordance with the terms thereof
and need not file requests for payment of Administrative Claims.
Class 5 consists of General Unsecured Claims. Each Holder of an
Allowed General Unsecured Claim shall receive its Pro Rata share of
the GUC Cash Allocation.
"General Unsecured Claim" means a Claim consisting of any unsecured
prepetition Claim against any Debtor that is not an Administrative
Claim, Priority Tax Claim, Other Secured Claim, Other Priority
Claim, Prepetition ABL Claim, Secured Notes Claim, subordinated
Claim, or Intercompany Claim. Without limiting the foregoing,
General Unsecured Claims include (a) all rejection damages Claims
that are not Administrative Claims, (b) all Unsecured Notes Claims,
and (c) if the Debtors reject the Specified Anagram Agreements, any
Claim held by any Anagram Wholly-Owned Subsidiary.
The Debtors will disclose the terms of the GUC Cash Allocation, the
terms of any settlement with the Creditors' Committee, and the
projected recoveries to Holders of General Unsecured Claims on or
before April 17, 2023 (or such later date as agreed by the Debtors,
the Required Consenting Noteholders, and the Creditors' Committee)
through the filing of a notice on the docket of the Chapter 11
Cases (the "GUC Cash Allocation Notice") which shall be distributed
in accordance with the Order conditionally approving this
Disclosure Statement, according to a footnote in the Disclosure
Statement.
Each Holder of an Interest in PC Holdco is deemed to reject the
Plan pursuant to deemed satisfied in full, canceled, released,
discharged, and of no force or effect; and (2) the obligations of
the Debtors or the Reorganized Debtors pursuant, relating, or
pertaining to any agreements, indentures, certificates of
designation, bylaws, or certificate or articles of incorporation or
similar documents governing the shares, certificates, notes, bonds,
indentures, purchase rights, options, warrants, or other
instruments or documents evidencing or creating any indebtedness or
obligation of or ownership interest in the Debtors shall be
released and discharged.
Provided, however, that notwithstanding the occurrence of the
Confirmation Date or the Effective Date, any such indenture or
agreement that governs the rights of the Holder of a Claim shall
continue in effect for purposes of: (a) enabling Holders of Allowed
Claims and Allowed Interests to receive distributions under the
Plan; (b) allowing the Distribution Agent to make distributions
under the Plan as provided therein; (c) preserving any rights of
the Unsecured Notes Trustee to payment of fees and expenses as
against any money or property distributable to Holders under the
relevant indenture, including any rights to priority of payment
and/or to exercise the Unsecured Notes Trustee Charging Lien; (d)
allowing the Unsecured Notes Trustee to maintain any right of
indemnification, contribution, subrogation or any other claim or
entitlement it may have under the Unsecured Notes Indentures; (e)
permitting the Unsecured Notes Trustee to appear before the
Bankruptcy Court after the Effective Date; and (f) permitting the
Unsecured Notes Trustee to perform any functions that are necessary
to effectuate the foregoing.
On and after the Effective Date, all duties and responsibilities of
the Unsecured Notes Trustee under the Unsecured Notes Indentures,
as applicable, shall be discharged unless otherwise specifically
set forth in or provided for under the Plan or the Plan
Supplement.
Counsel to the Debtors:
Paul M. Basta, Esq.
Kenneth S. Ziman, Esq.
Michael M. Turkel, Esq.
Grace C. Hotz, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
Email: pbasta@paulweiss.com
kziman@paulweiss.com
mturkel@paulweiss.com
ghotz@paulweiss.com
Co-Counsel to the Debtors:
John F. Higgins, Esq.
M. Shane Johnson, Esq.
Megan Young-John, Esq.
Porter Hedges LLP
1000 Main St., 36th Floor
Houston, TX 77002
Telephone: (713) 226-6648
Facsimile: (713) 226-6248
Email: jhiggins@porterhedges.com
sjohnson@porterhedges.com
myoung-john@porterhedges.com
About Party City Holdco
Party City Holdco, Inc. (NYSE: PRTY) is the global leader in the
celebrations industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022 and is headquartered in Woodcliff Lake, N.J., with
additional locations throughout the Americas and Asia.
Party City Holdco and its domestic subsidiaries sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex.
23-90005) on Jan. 17, 2023. As of Sept. 30, 2022, Party City Holdco
had total assets of $2,869,248,000 against total debt of
$3,022,960,000.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as
legal counsel; Moelis & Company, LLC as investment banker;
AlixPartners, LLP as financial advisor; A&G Realty Partners as real
estate advisor; and Kroll as the claims agent.
PricewaterhouseCoopers LLP (PwC) provides accounting and valuation
advisory services, tax-related services, and internal audit
Sarbanes-Oxley Act support services.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
PRECISION DRILLING: S&P Upgrades ICR to 'B+', Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Canada-based
drilling contractor Precision Drilling Corp. and issue-level rating
on the company's senior unsecured notes to 'B+' from 'B'. The '4'
recovery rating on the senior unsecured notes is unchanged.
The stable outlook reflects S&P's view that the company will
generate improved credit measures over the next 12 months, with
adjusted funds from operations (FFO) to debt averaging 45% and
adjusted debt to EBITDA of about 2.0x.
S&P said, "The upgrade primarily reflects our expectation for
strong credit measures over our forecast period, led by supportive
industry conditions. Precision's revenues rose by more than 60% in
2022, largely spurred by higher activity. Average North American
active drilling rig count increased more than 50% in 2022 from a
year earlier as exploration and production (E&P) companies
increased capital spending, led by supportive commodity prices. We
believe activity will remain steady into 2023, underpinned by
increased capital spending guidance by E&P companies. This is also
evidenced by utilization and day rates across the industry, which
have continued to trend higher, especially on the super-spec rigs,
which remain in tight supply following years of underinvestment and
land rig fleet rationalization.
"Although gas prices remain subdued and Precision has exposure to
gas plays in the U.S., particularly Haynesville, and could have
some rig churn, we believe activity should remain relatively
steady. Underpinning this assumption is that producers have hedges
in place, which we believe should cushion the current softness in
gas prices. We also assume there is potential for gas rigs to be
moved to oilier basins given the relative strength in oil prices.
"Based on these factors and a strong contractual book (56 rigs
under term contracts in North America as of March 3, 2023, compared
with 47 rigs in 2022), we project further growth in 2023 of about
25%-30% and flat results in 2024. At these levels, we estimate
Precision will generate adjusted FFO to debt averaging 45% and debt
to EBITDA of close to 2x in 2023 and 2024, above our earlier
expectations. Our revenue projections also factor in the
contribution from the international segment, where the company has
visibility into steady cash flows through 2028 following the recent
five-year drilling contracts awarded in Kuwait as well as our
expectation for further penetration of the company's Alpha
technology and EverGreen environmental solutions, which provide for
incremental revenues.
"The strength in credit measures is also supported by our
expectation for ongoing gross debt reduction. Precision reduced
debt by using excess free cash flows in the past several years
(C$772 million since 2018) and this strengthened its balance sheet
over this period. Although we assume capital spending will
meaningfully increase this year (for rig start-up/reactivation
costs for anticipated higher business activity), we expect
Precision will continue to generate positive annual free cash flows
of about C$130 million, as projected cash flow generation is
estimated to remain above our projected capital spending during our
forecast period. We believe the company will remain committed to
moderate financial policies, which will prioritize allocating most
of its free cash flows to debt reduction, in line with its publicly
stated target of reducing debt by $150 million in 2023 and a
further estimated C$250 million through 2025. In our view,
Precision's lower absolute debt and continued adherence to moderate
financial policies should reduce the cash flow and leverage
sensitivity to hydrocarbon price volatility and enable the company
to maintain S&P Global Ratings' revised financial risk assessment
despite any future softening of industry activity.
"Our business risk assessment reflects Precision's fleet
composition and meaningful market share constrained by its scale
relative to that of peers. Our assessment of Precision's business
risk profile is supported by our view of the company's high-quality
land drilling rig fleet (45% of the North American fleet being
super-spec rigs), leading position in the Canadian market with
about a 33% share, and strong position in the U.S. market with
about an 8% share. The company also has some rigs (about 45% of
active drilling rigs as of fourth-quarter 2022) under term
contracts, which provides a degree of stability.
"Our assessment of Precision's business risk also considers the
company's ability to hold margins throughout the hydrocarbon price
cycle; we rank the company's profitability in the midrange of our
global peer group. Although we note that operating costs have risen
due to inflationary impacts, specifically wage increases, the
company has flexibility to cut fixed costs amid prolonged weak
industry conditions, which helps to temper cash flow and margin
deterioration, as demonstrated during 2021, when margins weakened
only modestly. In addition, cost-saving measures undertaken in the
past several quarters have helped to lower fixed operating and
general and administrative costs. Based on current day rates and
higher utilization, we expect the company will improve its EBITDA
margins to approximately 26% in 2023 and 2024 from 23% in 2022,
further supporting our profitability assessment and overall
business risk profile.
"However, we believe Precision's scale and/or operating breadth
continues to lag that of some North American peers (such as
Helmerich & Payne, Patterson-UTI, and Nabors), which is reflected
in our rating and constrains further rating upside.
"The stable outlook reflects our view that continued momentum in
activity and higher utilization and day rates combined with gross
debt reduction will enable Precision to generate an adjusted
FFO-to-debt ratio averaging 45% in the next two years.
"We could lower the rating in the next 12 months if we expect
adjusted FFO to debt to approach 20% with no clear path of
improvement. This would most likely occur if commodity prices fell
below our current expectations, leading to lower spending and
activity by E&P companies, reducing demand for Precision's
services.
"Although unlikely in the next 12 months, we could raise our rating
on Precision if we project material improvement in credit measures,
with an adjusted FFO-to-debt ratio sustained above 60%. We believe
this could occur if the company materially paid down debt. Based on
troughs observed in 2021, we believe the company can sustain an
adjusted FFO-to-debt ratio of 60% if it reduces gross debt below
C$500 million."
ESG credit indicators: E-4, S-2, G-2
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Precision. The continuing energy
transition and accelerating adoption of renewable energy sources
will result in lower demand for drilling services and are reflected
in our assessment of the company's business risk profile."
PURDUE PHARMA: Reaches Deal to Sell Avrio Business for $397Mil.
---------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Purdue Pharma LP reached a
deal to sell the assets of its consumer health business Avrio
Health LP out of bankruptcy to an Arcadia Consumer Healthcare Inc.
subsidiary for at least $397 million.
The offer, if approved by the US Bankruptcy Court for the Southern
District of New York, would set Arcadia unit Atlantis Consumer
Healthcare Inc. as the "stalking horse" bidder for a proposed May
17 auction of the Avrio assets. Under the deal, Atlantis would be
entitled to an $11.9 million break-up fee and nearly $4 million in
cost reimbursements if another bidder is ultimately chosen.
About Purdue Pharma
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsels; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk, LLC, is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
In early March 2022, Purdue Pharma reached a nationwide settlement
over its role in the opioid crisis, with the Sackler family members
boosting their cash contribution to as much as $6 billion. The
settlement was hammered out with attorneys general from the eight
states -- California, Connecticut, Delaware, Maryland, Oregon,
Rhode Island, Vermont and Washington -- and D.C. who had opposed
the previous settlement.
PURE FISHING: Moody's Cuts CFR to 'Caa2', Outlook Negative
----------------------------------------------------------
Moody's Investors Service downgraded SP PF Buyer LLC's (dba Pure
Fishing) Corporate Family Rating to Caa2 from Caa1, its Probability
of Default Rating to Caa2-PD from Caa1-PD, and the company's senior
secured first lien term loan rating to Caa2 from Caa1. The outlook
is negative.
"The ratings downgrade and negative outlook reflects Pure Fishing's
unsustainable capital structure and the elevated risk of default
over the next 12-18 months given its very high financial leverage,"
said Oliver Alcantara, AVP-Analyst at Moody's. "Moody's expect that
demand and industry headwinds will persist in 2023 and the company
has limited financial flexibility to absorb prolonged revenue
pressures given its constrained liquidity."
Pure Fishing reported meaningfully lower operating results in
fiscal 2022, with year-over-year revenue declining by 14.6%, as
persistently high inflation and weakening macro-economic conditions
is pressuring consumer demand for the company's products. In
addition, the elevated level of inventory in the retail channel is
negatively impacting reordering activity. The company's decline in
profitability was more pronounced in fiscal 2022 with
company-adjusted EBITDA lower by 48% versus prior year and pro
forma for acquisitions, pressured by costs inflation that were only
partially offset by price increases. As a result, Pure Fishing'
financial leverage is very high with debt/EBITDA at around 18.6x
for the fiscal year period ending December 31, 2022.
The company's debt balance has doubled over the past two years, in
part to fund the acquisitions of Plano in April 2021 and Svensen
Sport in February 2022. Ongoing cash flow deficits since 2021 have
also contributed to the higher debt burden. Pure Fishing's much
larger debt capital structure is unsustainable at current earnings
levels and its liquidity is constrained by large borrowings and
negligible availability under its $250 million asset based lending
(ABL) revolver due March 2026. The company had $159.3 million of
borrowings and $5.5 million of availability on its ABL revolving
facility as of December 31, 2022. Revolver borrowings were used to
help fund acquisitions, and to cover ongoing cash flow deficits
since 2021 driven by lower earnings, higher interest expense and
large working capital investments.
In late fiscal 2022 and early 2023, Pure Fishing completed a series
of transactions in efforts to improve its liquidity, which include
entering into a $60 million real property loan due October 2024,
secured by the company's North American real estate and provided by
its financial sponsors, Sycamore Partners. The company also
obtained a $50 million promissory note due February 2027 to fund
working capital and for general corporate purposes. In addition,
the company extended the maturity of its ABL revolving facility to
March 2026.
The company also reported changes to its executive management team,
including that its chief executive officer will be stepping down
but will remain in the company's board of directors and that its
chief financial officer is transitioning to an operational role.
The company is also implementing productivity improvement
initiatives that include labor costs reduction and production
efficiency improvements.
The debt capital injection provides near-term financial flexibility
to fund operations and working capital seasonality, particularly
during the first quarter of 2023 ahead of the North American
fishing season. The company anticipates cash flow generation will
improve in the middle of fiscal 2023, as orders stabilize and
excess inventory declines. Still, Pure Fishing will need to
sustainably and meaningfully improve its profitability and cash
flows to sustain its higher debt service requirements and fund
business seasonality past 2023. The weakening macro-economic
conditions, including lower demand, rising interest rates, and
ongoing shift in spending from goods to services create uncertainty
around the company's ability to expand the EBITDA margin. Execution
risks are also heightened by Pure Fishing's high business and cash
flow seasonality. Consumer demand trends could worsen during
periods of high seasonality, increasing economic uncertainty.
Downgrades:
Issuer: SP PF Buyer LLC
Corporate Family Rating, Downgraded to Caa2 from Caa1
Probability of Default Rating, Downgraded to Caa2-PD
from Caa1-PD
Backed Senior Secured First Lien Term Loan, Downgraded
to Caa2 (LGD3) from Caa1 (LGD3)
Outlook Actions:
Issuer: SP PF Buyer LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Pure Fishing's credit profile (Caa2 CFR) reflects its very high
financial leverage with debt/EBITDA at 18.6x for fiscal year end
December 31, 2022, and unsustainable capital structure absent a
significant earnings improvement. The company has a narrow product
focus in the mature and discretionary fishing product category, and
a prolonged period of high unemployment or weak economic conditions
will negatively impact the company's operating results. Pure
Fishing's weak liquidity is constrained by large borrowings on its
ABL revolving facility which provides limited financial flexibility
to absorb prolonged revenue pressures. The approaching debt
maturities in 2025 provides a limited timeframe to execute a
turnaround and meaningfully improve earnings and cash flow before
these maturities become current in late 2024. Pure Fishing has some
customer concentration with its top customer accounting for more
than 10% of sales.
The rating also reflects Pure Fishing's strong market presence in
the fishing products industry, and its portfolio of long-standing
well recognized brands among fishing enthusiasts. The company has
some geographic diversification and benefits from its product
diversification within fishing gear. Moody's projects the company
will generate positive free cash flow of $35 million in fiscal
2023, supported by a reduction of excess inventory, somewhat
pressured by higher interest expense. Moody's expects the company
will use excess cash to repay ABL borrowings.
Pure Fishing's ESG credit impact scores is very highly negative
(CIS-5), mainly driven by the company's very highly negative
exposure to governance risks reflecting its concentrated ownership
by financial sponsors, and its aggressive financial strategy that
includes operating with very high leverage. Pure Fishing is
moderately negatively exposed to environmental and social risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects Pure Fishing's elevated risk of
default given the meaningful deterioration of operating results,
very high financial leverage, and constrained liquidity with
negative free cash flow. The negative outlook also reflects Moody's
expectations that demand headwinds will persist in 2023, and the
uncertainty around the company's ability to meaningfully improve
its profitability and sustainably generate healthy positive free
cash flow over the next 12-18 months.
The ratings could be downgraded if the risks of an event of
default, including a potential distressed exchange increases for
any reason over the next 12-18 months. The ratings could also be
downgraded if the company is unable to improve its operating
results and free cash flow generation in fiscal 2023, or if its
unable to have sufficient availability under its ABL revolving
credit facility to fund seasonal cash flow needs past the 2023
fishing season.
The ratings could be upgraded if the company improves its liquidity
and credit metrics by improving earnings and maintaining good
availability under its ABL revolving facility. A ratings upgrade
would also require sustained improved profitability and cash flows
such that the risk of a default is lower.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Headquartered in Columbia, South Carolina, Pure Fishing primarily
designs, manufactures and sells fishing equipment, including rods,
reels, lures, artificial bait, and related fishing tackle, across
the globe. Since December 2018 the company is owned by private
equity sponsor Sycamore Partners. Pro forma for the Svendsen
acquisition, annual revenue is under $1.0 billion.
QUARTZ ACQUIRECO: Moody's Gives 'B1' CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
Quartz AcquireCo, LLC ("Qualtrics") and a B1 rating to the
company's proposed senior secured loan facilities. The loan
facilities will be part of a financing package used by a group of
private equity investors led by Silver Lake Partners to acquire
Qualtrics International Inc. The outlook is stable.
RATINGS RATIONALE
Qualtrics' B1 CFR reflects the very high leverage at closing of the
acquisition, offset by the company's leading position in the
Customer Experience Management software industry, very strong
growth profile, and exceptionally large proportion of equity in the
capital structure. Qualtrics' cost reduction plans have the
potential to significantly reduce leverage and improve cash flow
over the next two years. However, free cash flow has been negative
historically and a significant level of restructuring will be
required to improve cash flow and margins. At closing, debt to
cash based EBITDA (Moody's adjusted) is over 20x pro forma for the
transaction and cost reduction plans initiated earlier in 2023.
Inclusive of all the additional but unactioned restructuring plans,
pro forma leverage would be approximately 6x. If Qualtrics
successfully implements its cost savings plans without materially
impacting the business, Moody's expects that cash based leverage
could decrease towards 4x by the end of 2024 in the absence of debt
funded acquisitions.
The credit profile benefits from Qualtrics' position as one of the
largest providers of customer experience and employee experience
management software with particular strength with its survey tools
and platforms to integrate feedback across chat, SMS, voice, email,
and social media channels. Qualtrics has grown at an approximate
38% annualized growth rate over the past five years driven by the
strength of the company's products and customers growing
appreciation of the value of integrated real time feedback from
customers and employees. However, growth is moderating and will
likely trend to mid-teens levels over the next two years.
At closing of the acquisition, Qualtrics will have approximately $1
billion of obligations to retire employee equity rewards ("Deferred
Cash Settled Awards" or "DCSA"). Although the company will
effectively pre-fund a portion at close, it will need to quickly
ramp up cash flow to fund the remainder. Moody's views the
obligations as debt-like and includes them in leverage
calculations.
Moody's anticipates that Qualtrics will continue to make
acquisitions which could delay deleveraging plans. The credit
facilities are expected to have significant flexibility to upsize
the facilities as well as incur junior debt, all of which could
potentially be used to fund acquisitions or distributions to
shareholders. The credit facilities are also expected to contain
aggressive covenant flexibility for transactions not disclosed at
this time that could adversely affect creditors, including the
omission of certain material lender protections.
The stable outlook reflects Moody's expectation of mid-teens
revenue growth and significant margin improvement such that cash
based leverage decreases towards 4x while free cash flow (before
employee DCSA payments) to debt exceeds 15% by the end of 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Qualtrics is able to materially
improve margins and cash flow without disrupting the business such
that Moody's expects that leverage will remain below 4x and free
cash flow (before DCSA payments) to debt will be above 25%. The
ratings could be downgraded if the restructuring disrupts
performance, Qualtrics pursues debt funded acquisitions or
distributions (particularly prior to completion of the
restructuring and demonstration of improved margins and free cash
flow) or Moody's expects that leverage will remain above 5x or free
cash flow (before DCSA payments) to debt will not approach 15%.
Slowing revenue growth below double digits or deteriorating
liquidity could also lead to a downgrade.
Liquidity is good based on approximately $500 million of cash at
closing, an undrawn $200 million revolver, and modestly positive
free cash flow before DCSA payments over the next year.
The Senior Secured debt facilities are rated B1, the same as the
CFR, as they represent the preponderance of debt in the long term
capital structure.
Qualtric's ESG credit impact score (CIS-4) is highly negative,
primarily driven by governance risks. Governance risks arise from
high leverage levels and significant restructuring plans being put
in place by private equity owner, Silver Lake and Canada Pension
Plan. Moderately negative social risks stem from potential
cybersecurity breaches and access to skilled talent are partially
offset by strong growth in demand for customer and employee
experience management software and systems.
The following ratings were assigned:
Assignments:
Issuer: Quartz AcquireCo, LLC (Qualtrics)
Corporate Family Rating, Assigned B1
Probability of Default Rating, Assigned B1-PD
Senior Secured Term Loan, Assigned B1 (LGD3)
Senior Secured Revolving Credit Facility, Assigned B1 (LGD3)
Outlook Actions:
Issuer: Quartz AcquireCo, LLC (Qualtrics)
Outlook, Assigned Stable
Qualtrics International, Inc. is a provider of customer and
employee experience management software and services.
Headquartered in Provo, Utah, Qualtrics generated $1.5 billion of
revenues in 2022. The company is being acquired by private equity
firm Silver Lake Partners and Canada Pension Plan.
The principal methodology used in these ratings was Software
published in June 2022.
RAGING BULL: Unsecured Creditors to be Paid in Full in 5 Years
--------------------------------------------------------------
Raging Bull Investments Limited filed with the U.S. Bankruptcy
Court for the Southern District of Florida a Disclosure Statement
for Plan of Reorganization dated April 10, 2023.
The Debtor is a limited partnership organized under the laws of the
State of Florida that owns a 1.5% working interest in and to an oil
& gas lease in Loving County, Texas covering the North ½ of
Section 9, Block 54T-1 Lease from Thomas N. McKnight, Jr., et al to
Chi Energy, Inc., dated December 14, 2002, Volume 29, page 268,
Official Public Records, Loving County, TX (the "Primary Asset").
This is Debtor's sole source of income from which to pay its
ongoing expenses and prepetition debts. The operations are managed
by EOG Resources, Inc. EOG collects the income associated with the
Debtor's percentage interest in the project, pays all relevant
expenses and then distributes the income to the Debtor.
The interest holders of the Debtor are Raging Bull, LLC (1.00%),
Mark S. Croft (50.49%), Maureen Croft (46.53%), Carl H. Croft
(0.99%), and Anthony R. Croft (0.99%). Raging Bull, LLC is the
general partner of the Debtor and the remaining interest holders
are limited partners.
Prior to the filing of Voluntary Petition, on April 1, 2022,
without any authority and for de minimis value, Maureen Croft, in
her alleged capacity as managing member of the Debtor's General
Partner, Raging Bull, LLC, fraudulently transferred the Primary
Asset of the Debtor to herself (50%) and to Mark S. Croft (50%)
(the "Prepetition Transfer").
The Prepetition Transfer caused the Debtor to seek bankruptcy
protection as it caused EOG Resources, Inc., the third-party oil
and gas lease operator of the Primary Asset, to terminate
distributions related to the Primary Asset to the Debtor because of
the confusion and potential for duplicate claims created by the
Assignment. Having no income due to this hold, the Debtor had no
alternative but to seek protection under the Bankruptcy Code to
protect its other creditors.
Class Two consists of General Unsecured Claims. The general
unsecured claims prior to the filing of any objections total the
amount of $417,840.32. This figure includes the approximate amount
of $600,000.00 EOG is due for the pre-petition expenses. It is
anticipated that once EOG releases the income it has been holding
since Maureen's fraudulent transfer in April 2022, EOG will offset
the amounts due to it from the Debtor's income due to its set off
rights.
The Debtor shall pay the remaining claims in full over the 5-year
term of the Plan at the rate of $1,964.01 per month on a pro-rata
basis. The payments will commence on the Effective Date of the
Plan. To the extent that the Debtor is successful or unsuccessful
in any or all of the proposed Objections, the monthly payment
amount will change accordingly. These claims are impaired.
Class Three consists of Equity interest holders. Once Class Two is
fully paid pursuant to the terms of this plan, the Debtor shall
distribute remaining net income to the partners on quarterly basis
pro rata after payment of Mark Croft's ongoing claim in Class One.
The claim is impaired.
The Debtor believes that the Plan of Reorganization provides the
best value for the creditors' claims and is in their best interest.
Cash flow Projections set forth a projected budget of the Debtor
for the 5 year term of the Plan.
A full-text copy of the Disclosure Statement dated April 10, 2023
is available at https://bit.ly/41lCBvX from PacerMonitor.com at no
charge.
Debtor's Counsel: Craig I. Kelley, Esq.
KELLEY, FULTON & KAPLAN, P.L.
1665 Palm Beach Lakes Blvd
The Forum - Suite 1000
West Palm Beach, FL 33401
Tel: 561-491-1200
Email: craig@kelleylawoffice.com
About Raging Bull Investments Limited
Raging Bull Investments Limited is a limited partnership organized
under the laws of the State of Florida that owns a 1.5% working
interest in and to an oil & gas lease in Loving County, Texas. The
Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17916) on October 12,
2022. In the petition filed by Mark S. Croft, as manager and
partner, the Debtor reported assets between $500,000 and $1 million
and liabilities between $10 million and $50 million.
The Debtor is represented by Craig I Kelley of Kelley, Fulton &
Kaplan, P.L.
RESCOM LTD: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------
Rescom, 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. The
Debtor also 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/3KtYsL1 from
PacerMonitor.com.
About Rescom, Ltd.
Rescom, Ltd. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-30540) on April 7,
2023. In the petition signed by Duaine Liette, sole member, the
Debtor disclosed up to $1 million in both assets and liabilities.
Paul H. Shaneyfelt, Esq., at Shaneyfelt & Associates, LLC,
represents the Debtor as legal counsel.
RIDER HOTEL: Seeks Approval to Hire Wegner CPAs as Tax Preparer
---------------------------------------------------------------
Rider Hotel, LLC received approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Wegner CPAs, LLP as its tax
preparer.
The firm's services include:
a. preparing the Debtor's 2022 federal and state income tax
returns;
b. assisting with discussions with a potential financing for
the Debtor;
c. additional assistance as directed by the Debtor's
management and legal counsel; and
d. any other requested services.
The firm will be paid at these hourly rates:
Pete Oettinger, CPA $425
Nika Redding, CPA $150
Administrative Assistants $100
Wegner is a "disinterested person" as defined by section 101(14) of
the Bankruptcy Code, as disclosed in the court filings.
The firm can be reached through:
Pete Oettinger, CPA
Wegner CPAs
123 Second Street
PO Box 150
Baraboo, WI 53913
Phone: (608) 356-3966
Fax: (608) 356-2966
Email: pete.oettinger@wegnercpas.com
About Rider Hotel
Rider Hotel, LLC owns The Iron Horse Hotel located at 500 W.
Florida St., in Milwaukee, Wis. The hotel, which opened in 2008,
has about 100 rooms, two banquet facilities and two restaurants;
and features a motorcycle theme and decor building off the nearby
Harley-Davidson Museum.
Rider Hotel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 22-10522) on June 9, 2022, listing
between $10 million and $50 million in both assets and liabilities.
Timothy J. Dixon, president of Rider Hotel, signed the petition.
Judge John T. Dorsey oversees the case.
The Debtor tapped Carlson Dash, LLC and Saul Ewing Arnstein & Lehr,
LLP as legal counsels; and GlassRatner Advisory & Capital Group,
LLC, doing business as B. Riley Advisory Services, as financial
advisor. Stretto is the claims, noticing and administrative agent.
SANUWAVE HEALTH: Posts $10.3 Million Net Loss in 2022
-----------------------------------------------------
SANUWAVE Health, Inc. reported financial results for the fourth
quarter and full year ended Dec. 31, 2022 and provided a corporate
update.
SANUWAVE reported a net loss of $10.29 million on $16.74 million of
revenue for the year ended Dec. 31, 2022, compared to a net loss of
$27.26 million on $13.01 million of revenue for the year ended Dec.
31, 2021.
As of Dec. 31, 2022, the Company had $19.87 million in total
assets, $60.88 million in total liabilities, and a total
stockholders' deficit of $41.01 million.
"We are very pleased with the 2022 financial results and having
achieved record annual revenues for the full year and record
quarterly revenues in Q4 2022. We are managing through our supply
chain challenges which remained a constraining factor in Q4 2022
and Q1 2023 and are now focusing on growing sales with increased
product supply in 2023," stated Mr. Kevin Richardson, CEO. "It is
also noteworthy that we continue to decrease our operating expenses
with the goal of achieving sustainable profitable growth."
Recent Developments and Upcoming Events
* Several key additions to the Sanuwave team were made during Q1
2023.
- Tim Hendricks recently joined Sanuwave as the executive vice
president of Sales. Tim has extensive experience in the wound care
and medical device space with more than 20 years' experience in
leadership, training and sales.
- Nanci Gilmore has joined Sanuwave as the vice president of
Commercial Operations. Nanci is a seasoned professional with
extensive experience in start-ups along with clinical training,
operations and other sales support leadership functions.
- Matt Igtanloc has joined Sanuwave as the vice president of
Operations. Matt has 18 years of strong experience in
manufacturing, operations and processes, including in the medical
device industry.
* Sanuwave common stock commenced trading on the OTCQB on
January 30, 2023 under ticker symbol "SNWV".
* The Company plans to attend the following conferences:
- THE THIRD ANNUAL LEADERS IN WOUND HEALING CONFERENCE –
4/18 & 4/19, New Orleans,
- SAWC SPRING – 4/26-30, National Harbor, MD,
- EWMA 2023 SYMPOSIUM - 5/5, Milan, Italy.
Financial Highlights for Fourth Quarter 2022
* Revenues increased by 32% to $5.5 million for the fourth
quarter ended Dec. 31, 2022, versus $4.2 million for the third
quarter ending Sept. 30, 2022.
* Gross margin improved to 78% of revenue in the fourth quarter
ended Dec. 31, 2022 from 72% in the third quarter ended Sept. 30,
2022 and 69% in the fourth quarter ended December 31, 2021.
* Operating loss under GAAP continued to improve in the fourth
quarter ended Dec. 31, 2022, reaching ($1.5 million) versus ($2.5
million) in the third quarter ending on Sept. 30, 2022.
Restatement of Previously Issued Financial Statements
The Company determined, during the preparation of its Annual Report
on Form 10-K for the year ended Dec. 31, 2022 that it had not
appropriately accounted for certain transactions under GAAP. These
transactions included shares issued for services and the sale of
assets under a financing agreement. Also, during the preparation
of the Annual Report on Form 10-K for the year ended Dec. 31, 2022
and the implementation of internal controls over financial
reporting, it was discovered that certain vendor invoices were not
properly recorded in prior periods, interest was not properly
calculated on senior debt and an inventory adjustment was posted
improperly. The Company evaluated the materiality of the errors
from qualitative and quantitative perspectives, individually and in
aggregate, and concluded that the errors in aggregate were material
to the Consolidated Statements of Comprehensive Loss for the
quarters ending March 31, 2022, June 30, 2022, and Sept. 30, 2022.
Management restated the impacted financial statements for the
quarters ended March 31, 2022, the quarter and six-months ending
June 30, 2022, and the quarter and nine-months ending Sept. 30,
2022.
A full-text copy of the press release is available for free at:
https://www.sec.gov/Archives/edgar/data/1417663/000114036123015888/brhc10050787_ex99-1.htm
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the
research, development, and commercialization of its patented,
non-invasive and biological response-activating medical systems for
the repair and regeneration of skin, musculoskeletal tissue, and
vascular structures. SANUWAVE's end-to-end wound care portfolio of
regenerative medicine products and product candidates help restore
the body's normal healing processes. SANUWAVE applies and
researches its patented energy transfer technologies in wound
healing, orthopedic/spine, aesthetic/cosmetic, and
cardiac/endovascular conditions.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has incurred recurring losses and
needs to raise additional funds to meet its obligations and sustain
its operations and the occurrence of the events of default on the
Company's debt. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SKILLZ INC: Widens Net Loss to $438.9 Million in 2022
-----------------------------------------------------
Skillz Inc. filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing a net loss of $438.87 million
on $269.71 million of revenue for the year ended Dec. 31, 2022,
compared to a net loss of $187.92 million on $380.15 million of
revenue for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $621.29 million in total
assets, $342.89 million in total liabilities, and $278.40 million
in total stockholders' equity.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1801661/000180166123000005/sklz-20221231.htm
About Skillz Inc.
Skillz Inc. -- https://www.skillz.com -- is a mobile games platform
that connects players in fair, fun, and meaningful competition. The
Skillz platform helps developers build multi-million dollar
franchises by enabling social competition in their games.
Leveraging its patented technology, Skillz hosts billions of casual
esports tournaments for millions of mobile players worldwide and
distributes millions in prizes each month.
The Company reported a net loss of $149.08 million in 2020, a net
loss of $23.60 million in 2019.
* * *
As reported by the TCR on April 11, 2023, S&P Global Ratings
revised its outlook on the Company to negative from stable and
affirmed its issuer credit rating of 'CCC+'. The negative outlook
reflects uncertainty around the company's ability to turn its
substantially negative cash flow positive over the next three years
given ongoing challenges in right-sizing its operations and its
unproven business model.
SOUTHERN GENERAL: A.M. Best Cuts LT Issuer Rating to bb(Fair)
-------------------------------------------------------------
AM Best has downgraded the Long-Term Issuer Credit Rating
(Long-Term ICR) to "bb" (Fair) from "bb+" (Fair) and affirmed the
Financial Strength Rating of B (Fair) of Southern General Insurance
Company (Southern General) (Marietta, GA). Concurrently, AM Best
has placed these Credit Rating (ratings) under review with negative
implications.
The ratings reflect Southern General's balance sheet strength,
which AM Best assesses as adequate, as well as its marginal
operating performance, limited business profile and marginal
enterprise risk management.
The downgrade of the Long-Term ICR reflects the revision of
Southern General's balance sheet strength assessment to adequate
from strong, due to the significant deterioration in the company's
risk-adjusted capitalization, as measured by Best's Capital
Adequacy Ratio (BCAR). The sizable decline in risk-adjusted
capitalization was due to a substantial loss in the company's
policyholders' surplus of nearly 40% at year-end 2022, resulting
from large underwriting losses and to a lesser extent unrealized
capital losses. The company's underwriting results were impacted by
an increase in inflation and corresponding increased loss costs
across the segment.
The under review status reflects the potential for stabilization in
the company's balance sheet strength assessment as it is currently
reviewing strategic options with the goal of reducing underwriting
leverage metrics. While this may ultimately result in improved
risk-adjusted capitalization relative to Southern General's
year-end 2022 financials, the ultimate impact on the rating is
uncertain given the execution risk in implementing the
stabilization plan in a timely fashion, as well as finalizing terms
and conditions. In the absence of more stable underwriting leverage
metrics, the balance sheet strength assessment and in turn, the
rating will likely be downgraded further.
The ratings will remain under review until the completion of the
capital plan and AM Best's evaluation of the full impact of these
efforts on Southern General's risk-adjusted capitalization.
SPI ENERGY: Needs More Time to File Annual Report
-------------------------------------------------
SPI Energy Co., Ltd. filed with the Securities and Exchange
Commission a Form 12b-25 with respect to its Annual Report on Form
10-K for the year ended Dec. 31, 2022.
The Company said the Annual Report could not be filed within the
prescribed time period due to the fact that the Company was unable
to finalize its financial results without unreasonable expense or
effort. As a result, the Company could not solicit and obtain the
necessary review of the Form 10-K in a timely fashion prior to the
due date of the report.
About SPI Energy Co.
SPI Energy Co., Ltd. (SPI) is a global renewable energy company and
provider of solar storage and electric vehicle (EV) solutions for
business, residential, government, logistics and utility customers
and investors. The company has three core divisions: SolarJuice
residential solar, the commercial & utility solar division
comprised of SPI Solar and Orange Power, and the
EdisonFuture/Phoenix Motor EV division. SolarJuice provides
renewable energy system solutions for residential and small
commercial markets and has extensive operations in the Asia Pacific
and North America markets. The commercial & utility solar division
provides a full spectrum of EPC services to third party project
developers, and develops, owns and operates solar projects that
sell electricity to the grid in multiple countries, including the
U.S., U.K., and Europe. Phoenix Motor manufactures medium-duty
commercial electric vehicles, and is developing EV charger
solutions, electric pickup trucks, electric forklifts, electric
scooters, and other EV products. SPI maintains global operations in
North America, Australia, Asia and Europe.
SPI Energy reported a net loss of $44.83 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 $224.24
million in total assets, $200.05 million in total liabilities, and
$24.19 million in total equity.
New York, New York-based Marcum Bernstein & Pinchuk LLP, the
Company's auditor since 2018, issued a "going concern"
qualification in its report dated April 1, 2022, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
STARKCORP INC: Seeks to Hire Peachtree-Grace CPAs as Accountant
---------------------------------------------------------------
Starkcorp, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to employ Peachtree-Grace CPAs,
LLC as its certified public accountants.
The firm will prepare the Debtor's monthly operating reports and
tax returns, and provide general accounting and tax advice and
other related services.
The firm will receive a retainer in the amount of $2,500.
Peachtree-Grace CPAs does not represent or hold any interest
adverse to the Debtor or its estate, and its a "disinterested
person" as defined in 11 US.C. 101(14), according to court
filings.
The firm can be reached through:
Steve Nyberg
Peachtree-Grace CPAs, LLC
29 Lenox Pointe NE
Atlanta, GA 30324
Phone: +1 404-364-9000
Email: Steve@PeachtreeCPA.com
About Starkcorp Inc.
Starkcorp, Inc. provides support activities for forestry. Starkcorp
is organized into three business groups: Fire Protection Services,
Private Security, and Emergency Medical Services.
Starkcorp sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ga. Case No. 23-52263) on March 7, 2023, with up
to $500,000 in assets and up to $10 million in liabilities. Kent
Stark, president of Starkcorp, signed the petition.
Paul Reece Marr, Esq., at Paul Reece Marr, PC represents the Debtor
as legal counsel.
SVB FINANCIAL: Wants to Pause Two Upcoming UBS Arbitration Cases
----------------------------------------------------------------
James Nani of Bloomberg Law reports that SVB Financial Group has
asked a bankruptcy court to pause upcoming arbitration cases UBS
Securities has brought against its broker-dealer subsidiary so it
can focus on a potential restructuring.
A 120-day pause of two arbitration cases against non-bankrupt
subsidiary SVB Securities would allow senior management to dedicate
themselves to stabilizing itself and pursuing a sale, the bankrupt
former parent company to Silicon Valley Bank said in a complaint
filed Thursday, April 6, 2023, in the US Bankruptcy Court for the
Southern District of New York.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Hon. Martin
Glenn is the bankruptcy judge.
The Debtor had assets of $19,679,000,000 and liabilities of
$3,675,000,000 as of Dec. 31, 2022.
Centerview Partners LLC is the financial advisor, Sullivan &
Cromwell LLP proposed legal counsel and Alvarez & Marsal proposed
restructuring advisor to SVB Financial Group as
debtor-in-possession. Kroll is the claims agent.
TECHNICAL ORDNANCE: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, authorized Technical Ordnance Solutions, LLC,
Atomic Machine and EDM, Inc., and Energy Technical Systems, Inc. to
use cash collateral on an interim basis in accordance with the
budget, with a 10% variance.
The Debtors require access to cash collateral to pay ordinary and
necessary business expenses.
As previously reported by the Troubled Company Reporter, the
Debtors borrowed and spent money to enhance their manufacturing
capabilities by obtaining cross-collateralizing loans -- with cross
guaranties -- from the lenders. In the wake of COVID-19 and
subsequent economic downturns, demand for the Debtors' pistol
barrels and associated products softened. As a result, the Debtors
are unable to timely meet their debt service and other financial
obligations.
Currently, the Debtors are using their expertise, facilities, and
equipment to not only continue their ordinary operations, but to
also expand into aerospace and medical manufacturing.
The Debtors have a number of secured creditors that have asserted
pre-petition security interests in (i) the Debtors' prepetition
property, and (ii) the cash proceeds that are derived from the
Collateral. To the best of the Debtors' knowledge, the Secured
Creditors are:
* the U.S. Small Business Administration,
* Newtek Small Business Finance, LLC,
* Newtek Business Credit Solutions,
* US Strategic Capital Advisors LLC,
* IOU,
* Kapitus, LLC, and
* Small Business Financial Solutions, LLC, a/k/a Rapid
Finance.
As adequate protection, the Secured Creditors will have a perfected
post-petition lien against the Prepetition Collateral to the same
extent and with the same validity and priority as their alleged
prepetition lien, without the need to file or execute any document
as may otherwise be required under applicable non-bankruptcy law.
The Debtors will maintain insurance coverage for its property in
accordance with obligations under the loan and security documents
with the Secured Creditors.
A further hearing on the matter is set for May 8, 2023 at 2:30
p.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3zP721Y from PacerMonitor.com.
The Debtor projects total uses, on a weekly basis, as follows:
$8,234 for the week ending April 5, 2023;
$14,106 for the week ending April 12, 2023;
$9,958 for the week ending April 19, 2023; and
$4,106 for the week ending April 26, 2023;
About Technical Ordnance Solutions LLC
Technical Ordnance Solutions LLC is engaged in the business of
ordnance accessories manufacturing. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case
No. 23-00125) on February 5, 2023. In the petition signed by Clyde
William Colburn, III, its owner, the Debtor disclosed up to
$100,000 in assets and up to $10 million in liabilities.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law, represents the Debtor as
legal counsel.
TEHUM CARE: Capitol Eye Care's Lawsuit Stayed Through May 18
------------------------------------------------------------
Judge Douglas Harpool of the U.S. District Court for the Western
District of Missouri has issued an order staying the proceedings
against all the defendants through May 18, 2023 in the case
captioned as CAPITOL EYE CARE, INC., JEFFERSON CITY ORAL AND
MAXIOLLOFACIAL SURGERY LLC, CMMP SURGICAL CENTER, LLC, and MID
MISSOURI ANESTHESIA CONSULTANTS, P.C., Plaintiffs, v. TEHUM CARE
SERVICES, INC. d/b/a Corizon Health, Inc., CHS TX, INC., YESCARE
CORP., and STATE OF MISSOURI DEPARTMENT OF CORRECTIONS, Defendants,
Case No. 2:22-cv-04191-MDH, (W.D. Mo.)
In February 2023, Defendant Tehum Care Services, Inc. notified the
Court that it filed for Chapter 11 bankruptcy with the U.S.
Bankruptcy Court for the Southern District of Texas. Pursuant to 11
U.S.C. section 362(a), the newly-initiated bankruptcy proceeding
automatically stayed other litigation against the Tehum, including
the present matter.
On March 3, 2023, the Bankruptcy Court extended the automatic stay
through May 18, 2023. The Bankruptcy Court's order also lists
Defendants CHS TX, Inc. and YesCare Corp. as non-debtor affiliates
in this matter.
Though Plaintiffs contest applying the stay to the Defendants
beyond Tehum, the Plaintiffs believe all the Defendants are
inseparable for purposes of this lawsuit. Further, the Bankruptcy
Court for the Southern District of Texas has extended the automatic
stay in this matter only until May 18, 2023. It is unlikely any
party will suffer any prejudice by a brief delay pending further
direction from the bankruptcy court.
A full-text copy of the Order dated March 28, 2023, is available
https://tinyurl.com/mrybk89m from Leagle.com.
About Tehum Care Services
Tehum Care Services Inc., doing business as Corizon Health Services
Inc., is a privately held prison healthcare contractor in the
United States. It is based in Brentwood, Tenn.
Tehum Care Services filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90086) on Feb.
13, 2023. In the petition filed by Russell A. Perry, as chief
restructuring officer, the Debtor reported assets between $1
million and $10 million and liabilities between $10 million and $50
million.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel;
Bradley Arant Boult Cummings, LLP as special litigation counsel;
and Ankura Consulting Group, LLC as financial advisor. Russell A.
Perry, senior managing director at Ankura, serves as the Debtor's
chief restructuring officer. Kurtzman Carson Consultants, LLC is
the claims, noticing and solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Stinson, LLP.
TENTRR INC: Taps Analytic Financial Group as Financial Advisor
--------------------------------------------------------------
Tentrr, Inc. received approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Analytic Financial Group, LLC as
its financial advisor.
The firm's services include:
(i) guidance in the preparation and compilation of the Debtor's
Chapter 11 bankruptcy operating reports;
(ii) review and analysis of current financial status;
(iii) preparation of financial projections; and
(iv) other financial services as needed and requested by the
Debtor.
The firm will be paid at these rates:
Scott W. Miller, President and Principal $325 per hour
Roger Gonzalez, Associates $175 per hour
The retainer fee is $10,000.
Scott Miller, president of Analytic Financial Group, 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:
Scott W. Miller
Analytic Financial Group, LLC
222 Hillsboro Drive, Suite 201,
Silver Spring, MD 20902
Tel.: (301) 602-9258
Email: scott@corporatematters.com
About Tentrr Inc.
Tentrr Inc. -- https://www.tentrr.com/ -- offers places to camp in
the U.S. It provides tent camps and fully set up campsites for
camping on private land or state parks. The company is based in New
York.
Tentrr filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10000) on Jan.
2, 2023. In the petition filed by its chief executive officer,
Anand Subramanian, the Debtor disclosed between $1 million and $10
million in both assets and liabilities. David M. Klauder has been
appointed as Subchapter V trustee.
The Debtor tapped Mayerson and Hartheimer, PLLC as bankruptcy
counsel; The Rosner Law Group LLC as local counsel; and Omni Agent
Solutions, Inc. as notice, claims, solicitation and administrative
agent.
TROIKA MEDIA: Inks Settlement Pacts With Preferred Stockholders
---------------------------------------------------------------
Troika Media Group, Inc. has entered into settlement agreements
with certain current and former holders of its Series E Convertible
Preferred Stock.
The Company and Purchasers are party to (i) that certain Securities
Purchase Agreement, dated as of March 16, 2022, pursuant to which
the original purchasers of the Series E Preferred Stock acquired
shares of Series E Preferred Stock and accompanying warrants,
subject to the terms and conditions contained therein, and (ii)
that certain Registration Rights Agreement, dated as of March 16,
2022, pursuant to which the Company and the Original Purchasers
agreed to certain requirements and conditions covering the resale
by the Original Purchasers of the shares of Company common stock
into which the Series E Preferred Stock are convertible and the
Warrants are exercisable.
Under the terms of the Registration Rights Agreement, the Company,
upon acquiring Converge Direct LLC in March 2022, was required to
file a registration statement within 10 business days of such
closing and for such registration statement to be declared
effective by the U.S. Securities and Exchange Commission no later
than forty five (45) business days thereafter. The persons
entitled to liquidated damages pursuant to the Registration Rights
Agreement have alleged that the Company did not fulfill the
Registration Requirements.
The Purchasers (i) are the registered or beneficial owners of more
than 50.1% of the Registrable Securities under, and defined in, the
Registration Rights Agreement, and (ii) constitute the purchasers
of more than 50.1% of the Series E Preferred Stock originally
purchased under the Securities Purchase Agreement. As such, in
accordance with the terms of the Registration Rights Agreement and
the Securities Purchase Agreement, as applicable, as of March 31,
2023, each such agreement and all rights and obligations thereunder
are deemed terminated and of no further force and effect as of such
date. In addition, effective as of the Effective Date, the
Settlement Agreements contain a release of any and all claims
against the Company and its subsidiaries that such Purchaser (or
its affiliates) may have purported to have against the Company or
its subsidiaries under such agreements; provided, however, that the
Purchasers will maintain their respective "Piggy-Back Registration
Rights" under Section 6(d) of the Registration Rights Agreement.
In exchange for the release by the Purchasers of any and all claims
for liquidated damages under the Registration Rights Agreement, the
Company has agreed to deliver to each Purchaser a number of shares
of Common Stock equal to the dollar amount of liquidated damages
purportedly owed to each such Party multiplied by four. The
Company has agreed to prepare and file with the SEC a resale
registration statement covering such Common Stock no later than May
15, 2023, which may be extended upon mutual agreement of the
Company and the Purchasers and be subject to certain other
customary registration rights.
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com
-- is a professional services company that architects and builds
enterprise value in consumer facing brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars that: CREATE brands and experiences and CONNECT
consumers through emerging technology products and ecosystems to
deliver PERFORMANCE based measurable business outcomes.
Troika Media reported a net loss of $9.58 million for the six
months ended Dec. 31, 2022. Troika Media reported a net loss of
$38.69 million for the year ended June 30, 2022, a net loss of $16
million for the year ended June 30, 2021, and a net loss of $14.45
million for the year ended June 30, 2020.
UPBOUND GROUP: Moody's Affirms Ba2 CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Investors Service changed the outlook for Upbound Group,
Inc. to negative from stable. At the same time, Moody's affirmed
all other ratings including the Ba2 corporate family rating, the
Ba2-PD probability of default rating, the Ba2 senior secured term
loan rating and the B1 senior unsecured note rating. The
speculative grade liquidity rating was lowered to SGL-2 (good) from
SGL-1 (very good).
The change in outlook to negative reflects the challenges Upbound
faces in maintaining its operating performance and credit metrics
in 2023 given Moody's expectation that the company's
credit-constrained customers will continue to reduce their
discretionary spending in the face of macroeconomic uncertainty,
including ongoing high inflation and following a pandemic-related
demand pull forward in key categories offered by Upbound including
furniture and accessories, appliances, and electronics. This
follows Upbound's weaker than expected operating performance in
2022 due to the significant underwriting challenges experienced at
its Acima segment which caused the segment's portfolio size to
decline by over 20% year-over-year.
Further, skip/stolen losses (a measure of customer non-performance)
within the Rent-A-Center segment have been higher than expected in
2022 and above the company's long-term target of 3.5-4% due to
rampant inflation eating away at already tight household budgets
and faded government stimulus. While there has been improvement in
skip/stolen loses in the Acima segment as a result of tighter
underwriting implemented in early 2022, performance of this virtual
lease-to-own business is volatile and is still yet to be tested
during a sustained economic slowdown.
The lowering of the speculative liquidity rating to SGL-2 reflects
Moody's expectation of reduced free cash flow in 2023 as a result
of the smaller lease portfolios at the Rent-A-Center and Acima
segments. However, the SGL-2 reflects Moody's expectation for good
liquidity, driven by overall positive free cash flow, primarily as
a result of lower inventory spend and slightly lower CAPEX as well
as solid availability under the company's $550 million asset-based
revolving credit facility (ABL). In addition, liquidity will
benefit from a pause in share repurchases and no increase in the
dividend expected in 2023.
Affirmations:
Issuer: Upbound Group, Inc.
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Senior Secured First Lien Bank Credit Facility, Affirmed Ba2
(LGD3)
Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD5)
Downgrades:
Issuer: Upbound Group, Inc.
Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
SGL-1
Outlook Actions:
Issuer: Upbound Group, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Upbound's Ba2 CFR is currently supported by the company's solid
position in the consumer rent-to-own industry, conservative
leverage policy, and adequate credit metrics with Moody's-adjusted
debt/EBITDA of 2.6x and EBIT/interest coverage of 3.0x for the
fiscal year ended December 31, 2022. Moody's anticipates a
challenging consumer environment, and along with higher interest
rates will lead to a further weakening of credit metrics with
debt/EBITDA peaking at 2.8x and EBIT/interest coverage bottoming at
2.1x in 2023 with the potential for a modest recovery in 2024 to
2.5x debt/EBITDA and 2.7x coverage. The rating is also supported by
Upbound's good liquidity over the next 12-18 months, including
positive free cash flow, adequate cash balances and solid
availability under its $550 million ABL ($90 million drawn as of
year-end 2022). Upbound also benefits from long-dated maturities
with its $550 million ABL expiring in February 2026, its $875
million Term Loan B Facility due in February 2028, and its $450
million senior unsecured notes maturing in February 2029.
The Ba2 CFR is constrained by risks associated with virtual
lease-to-own, including the ability of Uphold management to
effectively manage the volatile customer non-performance risk
inherent in the model. More generally, the Ba2 is constrained by
moderate business risks associated with the rent-to-own industry
because of its focus on cash and credit constrained consumers,
which could give rise to increased consumer activism and societal
or governmental pressure that leads to legislative changes or
litigation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if Uphold experiences any material
unexpected issues, particularly in the Acima segment, or declines
in its core Rent-A-Center business, or if liquidity were to
materially weaken. Specific metrics include debt/EBITDA sustained
above 3.75x, or EBIT/Interest coverage sustained below 3.25x.
A ratings upgrade is unlikely over the intermediate term. However,
over the long term, the ratings could be upgraded if Uphold
demonstrates that it can sustainably grow revenue and profitability
while effectively managing higher default risk associated with the
virtual lease-to-own portfolio. An upgrade would also require
consistent strong free cash flow generation, a sustained reduction
of debt and leverage levels, and stability in its core operating
performance including low variability in customer non-performance
metrics. Quantitatively, the rating could be upgraded if the
company demonstrates that debt/EBITDA can be sustained below 2.25x
and EBIT/interest coverage can be sustained above 5x through an
industry cycle.
Headquartered in Plano, Texas, Upbound Group, Inc. is a leading
provider of technology driven, flexible, no debt obligation leasing
solutions. Its omni-channel model utilizes proprietary data and
technology to facilitate transactions across a wide range of retail
channels including its Acima virtual lease-to-own platform,
Rentacenter.com, e-commerce partner platforms, partner retail
stores, and around 1,851 company-owned and 447 franchised
Rent-A-Center branded stores. Revenue was $4.1 billion for the
fiscal year ended December 31, 2022.
The principal methodology used in these ratings was Retail
published in November 2021.
VBI VACCINES: BlackRock Has 4.9% Equity Stake as of March 31
------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of March 31, 2023, it
beneficially owns 12,781,090 shares of common stock of VBI Vaccines
Inc., representing 4.9 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/764195/000130655023009020/ca91822j1030_040523.txt
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 reported a net loss of $113.30 million for the year
ended Dec. 31, 2022, compared to a net loss of $69.75 million for
the year ended Dec. 31, 2021.
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.
VECTO INC: Starts Subchapter V Bankruptcy Proceedings
-----------------------------------------------------
Vecto Inc. filed for bankruptcy protection in the Northern District
of Illinois. The Debtor elected on its voluntary petition to
proceed under Subchapter V of chapter 11 of the Bankruptcy Code.
According to court filings, Vecto Inc. has $3,342,453 in debt to 50
to 99 creditors. The petition states that funds will be available
to unsecured creditors.
About Vecto Inc.
Vecto Inc. is a truck rental company in Illinois.
Vecto Inc. filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-04456) on April 2, 2023. In the petition filed by Jonas
Kaminskas, as president, the Debtor reported total assets of
$1,207,500 and total liabilities of $3,342,453.
The Honorable Bankruptcy Judge Donald R. Cassling handles the
case.
William B Avellone has been appointed as Subchapter V trustee.
The Debtor is represented by:
David Freydin, Esq.
Law Offices of David Freydin Ltd
7700 Brush Hill Road, Suite 135
Willowbrook, IL 60527
Tel: 888-536-6607
Fax: 866-575-3765
Email: david.freydin@freydinlaw.com
VERMILION ENERGY: S&P Affirms 'B+' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Calgary, Alta.-based oil and gas exploration and production (E&P)
company Vermilion Energy Inc. and its 'BB-' issue-level rating on
the company's senior unsecured debt. S&P's '2' recovery rating is
unchanged.
S&P said, "The stable outlook reflects our expectation that
Vermilion will adhere to moderate financial policies and maintain
an adjusted funds from operations (FFO)-to-debt ratio averaging
over 60% through our 2023-2024 forecast period.
"The ratings affirmation reflects Vermilion's strong credit
measures, despite lower production and our recently reduced natural
gas price assumptions, particularly our decreased Dutch Title
Transfer Facility (TTF) price assumptions. Permitting uncertainties
in the Blueberry River area in British Columbia, delayed closing of
the Corrib acquisition (closed on March 31, 2023), and the recently
announced noncore asset disposition of approximately 5,500 barrels
of oil equivalent (boe) per day of light oil production in
southeast Saskatchewan have affected the pace of Vermilion's
production growth relative to our previous expectations. We
previously expected 2023 production to be in the 90,000-100,000 boe
per day range; however, we now expect 2023 production of about
83,000 boe per day, slightly below 2022 production of approximately
85,000 boe per day.
"Notwithstanding the smaller production profile, as well as our
recent downward natural gas price deck revision, we still expect
Vermilion's credit metrics will remain strong over our three-year
(2023-2025) forecast period, supported by our expectation of
continued debt reduction. The company repaid about C$600 million in
2022. Based on our current assumptions, we expect the company's
three-year weighted-average FFO to debt to be above 60% and debt to
EBITDA to be about 1.0x over our forecast period.
"We expect Vermilion to use its free cash flows for debt repayment
and potential small bolt-on acquisitions. We believe debt reduction
will remain the key focus for management in 2023, with the majority
of free cash flow being allocated toward debt reduction to meet the
company's C$1.0 billion net debt target, which we project will be
achieved in 2023 in our current base-case scenario. The company's
2023 capital budget of C$570 million is well within operating cash
flow generation. While the company increased its quarterly base
dividend by 25% in the first quarter of 2023, its annual dividend
payments remain modest at just under C$70 million (about 5% of FFO)
relative to about C$300 million of annual dividends it paid out in
2018 and 2019. We also assume higher share buyback activity, after
Vermilion achieves its debt target, but believe shareholder returns
will not account for more than a third of the projected free cash
flow generation. Vermilion's focus is to keep relatively flat
production, with acquisitions likely to offset natural declines at
existing assets. The company could likely make bolt-on acquisitions
in North America; however, we believe its focus remains in Europe
for medium-scale acquisitions. That said, we believe it will make
acquisitions in a prudent manner (such as being funded within
operating cash flow generation or cash built up on the balance
sheet) in deference to maintaining moderate debt levels.
"Diversification strategy supports our current business risk
assessment. Our business risk assessment reflects the company's
average daily production of about 83,000 boe per day in 2023 (49%
liquids), and its broad geographic and product diversification.
During 2023, we expect production will be distributed across the
following different products: West Texas Intermediate (WTI) priced
oil (34%), North American gas (32%), European gas (19%), and Brent
priced oil (15%); and across different regions: North America (66%)
and International, which includes Europe and Australia (34%). In
our view, the diversification provides resilience to maintain cash
flow generation and credit metrics in line with our current
expectations. That said, upside to our business risk assessment is
limited because we believe the company's production base and
reserves base lag compared with those of higher-rated peers
(Matador Resources Co. [BB-/Stable/--] is expected to produce
130,000-135,000 boe per day in 2023 on a pro forma basis following
its acquisition of Advance Energy Partners Holdings LLC. Pro forma
reserve size is expected to be more than 400 million boe).
"Our assessment also incorporates the company's profitability
relative to that of peers. We expect Vermilion will continue
generating positive netbacks in each of its operating regions. The
company's exposure to European natural gas and Brent priced oil
help support Vermilion's profitability ranking in the midrange of
the global E&P peer group, relative to other gas-focused peers.
Based on our five-year profitability assessment, which we
calculated on a unit earnings before interest per thousand cubic
feet basis, we estimate Vermilion to rank in the midrange of the
global E&P peer group.
"The stable outlook reflects our expectation that Vermilion's
diversification strategy and supportive commodity prices should
enable the company to generate strong credit measures over our
forecast period, with an adjusted FFO-to-debt ratio averaging more
than 60%. The outlook also reflects our expectation for a stable
production profile and continued adherence to publicly stated debt
reduction targets, with the company achieving absolute unadjusted
debt of C$1.0 billion within our forecast period.
"We could lower the rating during the next 12 months if the
company's average FFO-to-debt ratio decreased below 30%, and we
expected it would remain below this threshold, and the company
outspent cash flows, resulting in negative discretionary cash flow
generation. This could occur if there was a meaningful drop in
commodity prices and Vermilion failed to correspondingly lower
discretionary spending.
"Although unlikely in the next 12 months, we could raise the rating
if the company is able to improve its scale in line with that of
higher-rated peers while holding profitability in the midrange of
the global E&P peer group. In our view, this would lessen the
impact of an unanticipated operational event in any of its
producing areas or commodity price volatility on cash flow
generation. In this scenario, we would also expect the company to
reduce absolute debt as publicly guided and acquisitions to be
funded in a relatively balanced manner while the adjusted
FFO-to-debt ratio remains above 45% under our midcycle price
assumptions."
ESG credit indicators: E-4, S-2, G-2
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Vermilion. The company is well
diversified geographically, with about 50% of cash flows from
outside North America, which helps temper exposure to regional
pricing. Nevertheless, implications of the energy transition,
declining profitability, and the environmental risks associated
with greenhouse gas emissions from the company's production are
reflected in our assessment of the business risk profile. The
company has introduced several initiatives to reduce emissions and
targets net zero emissions by 2050. In the near term, it is
targeting reducing scope 1 emissions intensity from its operations
by 15%-20% by 2025 compared with its 2019 baseline."
VISTAGEN THERAPEUTICS: Receives New European Patent for AV-101
--------------------------------------------------------------
Vistagen announced that the European Patent Office (EPO) has
granted the Company a patent for AV-101, its oral NMDAR
(N-methyl-D-aspartate receptor) glycine site antagonist.
The patent relates to the synthesis of AV-101 and certain chemical
intermediaries, which synthesis yields AV-101 in commercial
quantities and has the scalability for commercial manufacture. The
new European patent is a counterpart to previously granted U.S.
patent 11,427,530 and will be in effect until at least 2039. Based
on observations and findings from preclinical animal models
translatable to human conditions targeting the NMDAR, AV-101 has
the potential to become a new oral treatment alternative for
multiple CNS disorders involving the NMDAR, such as dyskinesia
associated with levodopa therapy for Parkinson's disease, major
depressive disorder and neuropathic pain.
"Expanding our patent portfolio for all of our product candidates
is an ongoing priority to support our global development and
commercialization strategies across our pipeline," said Shawn
Singh, chief executive officer of Vistagen. "AV-101's potential to
inhibit the function of the NMDAR, without fully blocking it like
other NMDAR antagonists such as ketamine, anchors our interest in
developing it as an innovative therapy for millions of patients
affected by CNS disorders involving the NMDAR. This new patent
covering our improved and streamlined manufacturing process may
result in advantages for getting AV-101 to patients, on our own or
potentially with a partner."
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. -- http://www.vistagen.com-- is a late clinical-stage
biopharmaceutical company aiming to transform the treatment
landscape for individuals living with anxiety, depression and other
CNS disorders. The Company is advancing therapeutics with the
potential to be faster-acting, and with fewer side effects and
safety concerns, than those that are currently available for
treatment of anxiety, depression and multiple CNS disorders.
VistaGen reported a net loss and comprehensive loss of $47.76
million for the fiscal year ended March 31, 2022, compared to a
net loss and comprehensive loss of $17.93 million for the fiscal
year ended March 31, 2021. As of Dec. 31, 2022, the Company had
$29.71 million in total assets, $9.03 million in total liabilities,
and $20.67 million in total stockholders' equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated June 23, 2022, citing that the
Company has suffered negative cash flows from operations and
recurring losses from operations since inception, resulting in an
accumulated deficit of $267.6 million as of March 31, 2022, that
raise substantial doubt about its ability to continue as going
concern.
In its Quarterly Report filed on Feb. 7, 2023, Vistagen
Therapeutics said it had cash and cash equivalents of approximately
$25.0 million at December 31, 2022, which it believes will not be
sufficient to fund its planned operations for the next 12 months,
which raises substantial doubt regarding its ability to continue as
a going concern.
WAHOO FITNESS: Moody's Lowers CFR to 'Ca', Outlook Negative
-----------------------------------------------------------
Moody's Investors Service downgraded Wahoo Fitness Acquisition
L.L.C.'s ratings including its Corporate Family Rating to Ca from
Caa3, its Probability of Default Rating to D-PD from Caa3-PD, and
the rating on the company's senior secured first lien credit
facility to Ca from Caa3. The first lien credit facility consists
of a $30 million first lien revolver due 2026, and a $225 million
original principal amount first lien term loan due 2028. The
outlook is negative.
The downgrade of the PDR to D-PD reflects Wahoo's missed debt
service payment due March 31, 2023 and the expiration of the
applicable grace period. The company entered into a forbearance
agreement with its first lien lenders on its interest and principal
payments. The missed payment constitutes a default under Moody's
default definition, despite the forbearance agreement. The first
lien credit agreement allowed for a five business days grace period
on the payment.
The CFR and first lien ratings were downgraded to Ca due to the
payment default and to reflect Moody's view on recovery.
Moody's took the following rating actions:
Downgrades:
Issuer: Wahoo Fitness Acquisition L.L.C.
Corporate Family Rating, Downgraded to Ca from Caa3
Probability of Default Rating, Downgraded to D-PD from
Caa3-PD
Senior Secured 1st Lien Bank Credit Facility (Revolver and
Term Loan), Downgraded to Ca (LGD3) from Caa3 (LGD3)
Outlook Actions:
Issuer: Wahoo Fitness Acquisition L.L.C.
Outlook, Remains Negative
RATINGS RATIONALE
Wahoo's Ca CFR reflects that the company missed the March 31, 2023
interest and principal payment past the five business days grace
period. The ratings also reflect the high likelihood of a material
debt restructuring as the company continues to discuss strategic
alternatives with its lenders to pursue a sustainable capital
structure, as well as o view of recovery. Wahoo has small revenue
scale, and a narrow product focus in a discretionary and
competitive niche market. Moderation in demand following a surge
during the pandemic, and increased competition in smart trainers
including alternatives offered at much lower price points have
created pressure on earnings and cash flow.
Wahoo benefits from its strong market position in the cycling and
smart fitness products market, supported by its good brand
recognition, product innovation, and high product quality. The
company has meaningfully grown its revenue scale over the past five
years, supported by successful new product introductions and
tailwinds from positive consumer health and fitness trends. Wahoo
benefits from its good geographic, channel, and customer
diversification. The company's asset light business model and
meaningful direct-to-consumer business allow for strong overhead
leveraging and very low capital expenditures.
Wahoo's ESG credit impact score is very highly negative (CIS-5)
driven by its very highly negative exposure to governance risks
related to its concentrated ownership, aggressive financial
strategy and risk management, and missed interest and principal
payments. The company is moderately negatively exposed to
environmental and social risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects very high risk of debt restructuring
and that recovery could be weaker than Moody's anticipates.
Factors that could lead to a downgrade include Moody's lowering its
view on expected recoveries. Factors that could lead to an upgrade
include the company improving earnings or reducing debt
sufficiently to achieve a tenable capital structure with improved
liquidity.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Founded in 2009, Wahoo Fitness is a designer and distributor of
indoor cycling and endurance training products such as indoor bike
trainers and related accessories, GPS bike computers, bike pedals,
sensors, and applications. Following the July 2021 leverage buyout
transaction, the company is majority owned by Rhone Group, with the
company's founder having a significant ownership investment and
other shareholders holding a minority stake. Wahoo reported revenue
of under $500 million for the last twelve months period ending
September 30, 2022.
WAND NEWCO 3: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service, Inc. changed Wand NewCo 3, Inc.'s (dba
"Caliber") outlook to stable from negative. At the same time,
Moody's affirmed Caliber's ratings including the B3 corporate
family rating.
The change in outlook to stable reflects governance considerations
particularly Caliber's timely extension and upsize of its revolving
credit facility. The change in outlook also reflects Moody's
expectation for continued improvement in operating performance in
2023 that will support a strengthening in credit metrics.
"The company's strategies around payor pricing and developing body
tech talent will drive sustained revenue and earnings generation
with an improvement in credit metrics," stated Stefan
Kahandaliyanage, VP Senior Analyst with Moody's.
Affirmations:
Issuer: Wand NewCo 3, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Revolving Credit Facility, Affirmed B2
(LGD3)
Senior Secured 1st Lien Term Loan B, Affirmed B2 (LGD3)
Senior Secured 2nd Lien Term Loan, Affirmed Caa2 (LGD5)
Outlook Actions:
Issuer: Wand NewCo 3, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Caliber's B3 CFR is supported by its market leading position in the
collision repair industry. Caliber has almost twice the body shop
locations of the second largest industry competitor with nearly
full national coverage in the highly fragmented collision repair
sub-sector. The rating is also supported by Caliber's relationships
with nearly every major national insurance carrier, which represent
the vast majority of the company's revenues and earnings. In
addition, demand fundamentals have improved as vehicle miles
traveled have returned to pre-COVID levels and repair severity,
driven by the complexity of vehicle technology, continues to rise.
Moody's expects continued favorable demand, pricing adjustments to
offset cost inflation, and higher shop productivity from body tech
headcount growth will lead to credit metric improvement. Moody's
expects EBITA/interest coverage in the low 1x range, debt/EBITDA in
the low 6x range, and higher positive free cash flow in 2023 than
in 2022. Moody's credit metrics include Moody's standard
adjustments for operating leases and do not net cash on the balance
sheet, nor include credit agreement EBITDA add-backs.
Caliber's B3 CFR continues to reflect governance considerations,
particularly the company's very aggressive financial strategies
under private equity ownership, including its long history of very
high leverage as a result of relying on debt to fund growth and a
persistently high level of adjustments to earnings. While the B3
rating reflects progress being made on the labor front, the rating
continues to reflect the very tight labor market for body techs as
well as parts availability. Geographic concentration in California
and Texas, which together account for about a third of locations,
is also reflected in the B3 rating.
The stable outlook reflects Moody's expectation for good liquidity,
continued positive free cash flow, and sustained improvement in
interest coverage and leverage.
Governance risk considerations are material to the rating action.
Caliber has executed a timely extension and upsize of its revolving
credit facility. This leads to an improvement in the financial
strategy and risk management score to 4 from 5, the governance IPS
to G-4 from G-5 and the credit impact score to CIS-4 (highly
negative) from CIS-5 (very highly negative). Governance risk
nevertheless remains highly negative due to concentrated private
equity control and track record of very high leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Caliber demonstrates that
EBITA/interest coverage can be maintained consistently above 1.25x
with debt/EBITDA maintained consistently below 6.5x, while
maintaining at least adequate liquidity. Ratings could be
downgraded should liquidity weaken and/or if strategies to grow
revenue and earnings fail to result in EBITA/interest coverage
above 1x and positive free cash flow to debt.
Wand NewCo 3, Inc. is a leading collision repair provider with
nearly 1,600 locations in the United States under the Caliber
Collision banner, with annual revenues of almost $6 billion. The
company is majority owned by Hellman & Freidman LLC.
The principal methodology used in these ratings was Retail
published in November 2021.
WARNER SCIENCE: Available Cash & Asset Sale Proceeds to Fund Plan
-----------------------------------------------------------------
Warner Science Applications filed with the U.S. Bankruptcy Court
for the Central District of California a Chapter 11 Plan of
Liquidation dated April 10, 2023.
Warner Science Applications is the debtor and debtor in possession.
Paramount Restyling Automotive Inc. is the debtor and debtor in
possession in chapter 11 case number 6:23-bk-10069-WJ. Paramount
and Warner are each owned 50% by Mingfa Yang and 50% by Qiong Li
and are affiliates.
Warner was founded and incorporated by M. Yang in 2001. Warner
sells Paramount's Products directly to customers pursuant to a
seller account and related services (collectively, the "Seller
Account") provided by Amazon.com, Inc. ("Amazon.com") and Amazon
Capital Services, Inc. ("Amazon Capital" and, with Amazon.com, the
"Amazon Parties").
Pursuant to the GC Loan Documents, (a) GemCap provided revolving
loans up to the maximum principal amount of $4 million (the "GC
Loans") to the Debtors and the Affiliates, who are co-obligors on
the GC Loans, and (b) GemCap obtained liens (each a "GC Lien" and
collectively the "GC Liens") on substantially all of the Paramount
Assets, substantially all of the assets of Warner (the "Warner
Assets"), and substantially all of the assets of the Affiliates
(the "Affiliate Assets"). The Liquidation Analysis shows, inter
alia, the liquidation value of the Warner Assets and the claims
secured by the Warner Assets as of the projected Effective Date of
July 1, 2023.
The majority of proceeds from the GC Loans were advanced to
Paramount, which would disburse certain proceeds from the GC Loans
to Warner and the Affiliates. Pursuant to the GC Loan Documents and
the Subordination Agreement, GemCap obtained (a) a first priority
lien on the Paramount Assets, (b) a second priority lien on the
Warner Assets, and (c) a first priority lien on the Affiliate
Assets to secure the obligations under the GC Loan Documents.
This Plan is a liquidation plan proposed by Warner. The effective
date of this Plan will be the first business day which is at least
fifteen days following the date of entry of the Court order
confirming this Plan. Following the Effective Date, Warner shall be
referred to as the "Reorganized Debtor."
The Plan will be funded by a combination of (1) the Debtor's cash
on hand on the Effective Date and (2) net proceeds from the sale of
the Remaining Assets.
Class 3 consists of all non-priority general unsecured claims.
Under the Plan, and in full settlement and satisfaction of all
class 3 claims, allowed class 3 claims shall receive a pro rata
share of the sum of the net proceeds from the sale of the Remaining
Assets, which should be sufficient to pay in excess of 65% on all
allowed class 3 claims. Warner estimates that, after the waiver of
the claims of insiders and affiliates, which total over $10.6
million, allowed class 3 nonpriority general unsecured claims will
total approximately $71,405. This Class is impaired.
Class 4 consists of equity interest holders Yang and Li, who each
own 50% of the Debtor. The class 5 equity interest holders will
retain their rights and interests, provided that the net proceeds
from any sale or sales of the Remaining Assets, net of any costs of
sale and related taxes, shall be used to pay the following claims
against Warner and the Warner bankruptcy estate in the following
order: (i) allowed administrative claims arising under Section
503(b)(2) in full or, if there are insufficient funds for payment
in full, on a pro rata basis, (ii) allowed priority unsecured
claims arising under, and in the order set forth in, Sections
503(b)(3) through (10) in full or, if there are insufficient funds
for payment in full, on a pro rata basis, (iii) the balance on the
Reduced Amazon Loan in full, and (iv) the balance on the GC Loans
in full.
A full-text copy of the Liquidating Plan dated April 10, 2023 is
available at https://bit.ly/4012Mao from PacerMonitor.com at no
charge.
Debtor's Counsel:
David L. Neale, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Email: dln@lnbyg.com
About Warner Science
Warner Science Applications was founded and incorporated by Mingfa
Yang in 2001. The Debtor filed Chapter 11 Petition (Bankr. C.D.
Cal. Case No. 23-10070) on January 9, 2023.
David L. Neale, Esq. of LEVENE, NEALE, BENDER, YOO & GOLUBCHIK
L.L.P. is the Debtor's Counsel. In the petition signed by Samson
Yang, vice president and authorized signatory, the Debtor disclosed
$1 million to $10 million in assets and liabilities.
WINDHAVEN TOP: Denial of RRC's Lift Stay Motion Affirmed on Appeal
------------------------------------------------------------------
In the appealed case captioned as IN RE: WINDHAVEN TOP INSURANCE
HOLDINGS, LLC, et al., Chapter 7 Debtors. RISK & REGULATORY
CONSULTING, LLC, in its capacity as SPECIAL DEPUTY RECEIVER OF
WINDHAVEN NATIONAL INSURANCE COMPANY, Appellant, v. ATALAYA CAPITAL
MANAGEMENT, et al., Appellees, Civ. No. 21-1534-CFC, (D. Del.),
Judge Colm F. Connolly of the U.S. District Court for the District
of Delaware affirms the Bankruptcy Court's order determining that
the parties' dispute did not implicate the McCarran-Ferguson Act
and that Risk & Regulatory Consulting, LLC had failed to establish
cause for relief from the automatic stay.
The Appellant Risk & Regulatory Consulting, LLC is special deputy
receiver of non-debtor Windhaven National Insurance Company -- a
domestic insurer subject to Texas liquidation proceedings pending
in the District Court of Travis County, Texas. The Debtors rendered
various administrative services to WNIC and other insurers.
When the parties became financially distressed in 2019, the Debtors
filed voluntary petitions for relief under the Bankruptcy Code.
Because WNIC is a domestic insurer, it was not eligible for relief
under the Bankruptcy Code. Instead, WNIC was placed into
receivership and liquidation pursuant to the Texas Insurer
Receivership Act, codified at Texas Insurance Code.
The underlying dispute between RRC and the trustee appointed in the
Debtors' chapter 7 cases concerns the ownership of funds in the
possession of the Debtors at the time the bankruptcy cases were
filed. RRC asserts that the Disputed Funds are not property of the
bankruptcy estates because they are held by the Debtors in a
fiduciary capacity for the benefit of WNIC.
Through the Lift Stay Motion, RRC sought relief from the automatic
stay to commence litigation in the Texas Court to determine
ownership of Disputed Funds and enforce its asserted rights under
the Texas Insurance Code. RRC asserted that the Bankruptcy Code is
reverse preempted by the Texas Insurance Code and, as such, cause
existed to modify the automatic stay. The Bankruptcy Court denied
the Lift Stay Motion.
RRC appealed. The sole issue on appeal is whether the Bankruptcy
Court erred by concluding that the McCarran-Ferguson Act was not
implicated by the disputes between the parties. RRC argues that a
conflict between state and federal jurisdictional statutes
constitutes grounds for reverse preemption under the
McCarran-Ferguson Act.
The Court agrees with the Trustee that the state and federal
jurisdictional statutes present no conflict: the Texas Court has
jurisdiction over property of the receivership estate, and the
Bankruptcy Court has jurisdiction over property of the bankruptcy
estates. In denying the Lift Stay Motion, the Bankruptcy Court
cited the Court's decision, In re Patriot National, Inc. 623 B.R.
at 709-10, for the proposition that the McCarran-Ferguson Act does
not affect the jurisdictional analysis, and "the federal court
retains jurisdiction to determine of [sic] the rights to the
Disputed Funds, even if the Disputed Funds never become property of
the Debtors' estates." The Bankruptcy Court's decision is
consistent with "a long line of cases holding that a bankruptcy
court's retention of and potential exercise of exclusive
jurisdiction over determinations related to property of the estate
does not support reverse preemption under the McCarran-Ferguson
Act."
The Court determines that the Bankruptcy Court's exclusive
jurisdiction to determine whether the Disputed Funds constitute
property of the estate does not itself invalidate, impair, or
supersede the anti-setoff provision and the Bankruptcy Court is
well positioned to interpret and apply the Texas Insurance Code in
making that determination. If no improper setoff is permitted, the
Texas Insurance Code's priority scheme remains unaffected. The
Court concludes that the Texas statutes related to jurisdiction,
setoff, and priorities of claims do not conflict with the Texas
Insurance Code.
A full-text copy of the Opinion dated March 27, 2023, is available
https://tinyurl.com/3zabf9n6 from Leagle.com.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Ana Reyes Pascasio
Bankr. N.D. Cal. Case No. 23-30201
Chapter 11 Petition filed April 3, 2023
represented by: Arasto Farsad, Esq.
In re Estate of Rosetta Hunter
Bankr. N.D. Ga. Case No. 23-53142
Chapter 11 Petition filed April 3, 2023
Case Opened
In re 26 Global Development, Inc.
Bankr. C.D. Cal. Case No. 23-12031
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/7FNTFOQ/26_Global_Development_Inc__cacbke-23-12031__0001.0.pdf?mcid=tGE4TAMA
represented by: Laleh Ensafi, Esq.
ENSAFI LAW, PC
E-mail: ensafilaw@gmail.com
In re Four Seasons International Gruop, LLC
Bankr. C.D. Cal. Case No. 23-10423
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/SX67DZI/Four_Seasons_International_Gruop__cacbke-23-10423__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Estate of Carl Mason
Bankr. N.D. Ga. Case No. 23-53179
Chapter 11 Petition filed April 4, 2023
Case Opened
In re Pantheon Gastronomy, LLC
Bankr. S.D. Ga. Case No. 23-20137
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/ILQZUZY/Pantheon_Gastronomy_LLC__gasbke-23-20137__0001.0.pdf?mcid=tGE4TAMA
represented by: Brandon Tittle, Esq.
GLAST, PHILLIPS & MURRAY, P.C.
E-mail: btittle@gpm-law.com
In re Synthesis Industrial Holdings 1 LLC
Bankr. D. Nev. Case No. 23-11321
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/NUNRAWA/SYNTHESIS_INDUSTRIAL_HOLDINGS__nvbke-23-11321__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven L. Yarmy, Esq.
STEVEN L. YARMY, ESQ.
E-mail: sly@stevenyarmylaw.com
In re Compound Landmark Solutions LLC
Bankr. D.N.J. Case No. 23-12809
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/ZXZLBTA/Compound_Landmark_Solutions_LLC__njbke-23-12809__0001.0.pdf?mcid=tGE4TAMA
represented by: Geoffrey P. Neumann, Esq.
BROEGE, NEUMANN, FISCHER & SHAVER LLC
E-mail: geoff.neumann@gmail.com
In re 821 W Properties LLC
Bankr. E.D.N.Y. Case No. 23-41174
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/DRPZSWA/821_W_Properties_LLC__nyebke-23-41174__0001.0.pdf?mcid=tGE4TAMA
represented by: Vivian Sobers, Esq.
SOBERS LAW PLLC
E-mail: vsobers@soberslaw.com
In re Brazos Bend Materials, LLC
Bankr. E.D. Tex. Case No. 23-60172
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/6YOFY7Y/Brazos_Bend_Materials_LLC__txebke-23-60172__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re ALDO Enterprises, LLC
Bankr. N.D. Tex. Case No. 23-30679
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/NOGJZQQ/ALDO_Enterprises_LLC__txnbke-23-30679__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re KM Legacy Investments, Inc.
Bankr. N.D. Tex. Case No. 23-30672
Chapter 11 Petition filed April 4, 2023
See
https://www.pacermonitor.com/view/YRNAJOQ/KM_Legacy_Investments_Inc__txnbke-23-30672__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Vanessa Hyman
Bankr. S.D. Tex. Case No. 23-31267
Chapter 11 Petition filed April 4, 2023
represented by: Lacy Brenda, Esq.
In re 5 Star Pool Plaster, Inc.
Bankr. N.D. Cal. Case No. 23-40388
Chapter 11 Petition filed April 5, 2023
See
https://www.pacermonitor.com/view/THUQHII/5_Star_Pool_Plaster_Inc__canbke-23-40388__0001.0.pdf?mcid=tGE4TAMA
represented by: David C. Johnston, Esq.
DAVID C. JOHNSTON
E-mail: david@johnstonbusinesslaw.com
In re Andrew L Gross
Bankr. M.D. Fla. Case No. 23-01267
Chapter 11 Petition filed April 5, 2023
represented by: Kenneth Herron, Esq.
In re Swurve Media Corporation
Bankr. M.D. Fla. Case No. 23-01337
Chapter 11 Petition filed April 5, 2023
See
https://www.pacermonitor.com/view/3YQM7NA/Swurve_Media_Corporation__flmbke-23-01337__0001.0.pdf?mcid=tGE4TAMA
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: All@tampaesq.com
In re David Bruce Fisher
Bankr. S.D. Fla. Case No. 23-12687
Chapter 11 Petition filed April 5, 2023
represented by: Craig Kelley, Esq.
In re Duane P. King
Bankr. D. Md. Case No. 23-12346
Chapter 11 Petition filed April 5, 2023
represented by: Daniel A. Staeven, Esq.
In re We Rock, Ltd.
Bankr. D.N.J. Case No. 23-12860
Chapter 11 Petition filed April 5, 2023
See
https://www.pacermonitor.com/view/VZPRNWY/We_Rock_Ltd__njbke-23-12860__0001.0.pdf?mcid=tGE4TAMA
represented by: Mercedes Diego, Esq.
COHN LIFLAND PEARLMAN HERRMANN &
KNOPF LLP
E-mail: md@njlawfirm.com
In re Mark William Fullerton
Bankr. E.D.N.Y. Case No. 23-41177
Chapter 11 Petition filed April 5, 2023
In re Pink Box Accessories LLC
Bankr. E.D.N.Y. Case No. 23-41176
Chapter 11 Petition filed April 5, 2023
See
https://www.pacermonitor.com/view/2BAPJJQ/Pink_Box_Accessories_LLC__nyebke-23-41176__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert J. Musso, Esq.
ROSENBERG MUSSO & WEINER, LLP
E-mail: courts@nybankruptcy.net
In re Bruce Kirkland
Bankr. E.D.N.Y. Case No. 23-41191
Chapter 11 Petition filed April 5, 2023
In re Full Spectrum Pediatric Therapy, Inc.
Bankr. M.D. Tenn. Case No. 23-01220
Chapter 11 Petition filed April 5, 2023
See
https://www.pacermonitor.com/view/S2MA2LI/Full_Spectrum_Pediatric_Therapy__tnmbke-23-01220__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Lakeside Gill LLC
Bankr. N.D. Ala. Case No. 23-40386
Chapter 11 Petition filed April 6, 2023
See
https://www.pacermonitor.com/view/TTBGKLQ/Lakeside_Gill_LLC__alnbke-23-40386__0001.0.pdf?mcid=tGE4TAMA
represented by: H Doug. Redd, Esq.
THE REDD LAW FIRM, PC
E-mail: hdougredd@gmail.com
In re Lakeside Gill LLC
Bankr. N.D. Ala. Case No. 23-40386
Chapter 11 Petition filed April 6, 2023
See
https://www.pacermonitor.com/view/TTBGKLQ/Lakeside_Gill_LLC__alnbke-23-40386__0001.0.pdf?mcid=tGE4TAMA
represented by: H Doug. Redd, Esq.
THE REDD LAW FIRM, PC
E-mail: hdougredd@gmail.com
In re Swapsy, Inc.
Bankr. C.D. Cal. Case No. 23-10699
Chapter 11 Petition filed April 6, 2023
See
https://www.pacermonitor.com/view/P5BNRYI/Swapsy_Inc__cacbke-23-10699__0001.0.pdf?mcid=tGE4TAMA
represented by: Andy C. Warshaw, Esq.
FINANCIAL RELIEF LAW CENTER, APC
E-mail: awarshaw@bwlawcenter.com
In re King Interpreting Services LLC
Bankr. M.D. Fla. Case No. 23-01273
Chapter 11 Petition filed April 6, 2023
See
https://www.pacermonitor.com/view/PT5ICQI/King_Interpreting_Services_LLC__flmbke-23-01273__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re Hart, Inc.
Bankr. N.D. Ga. Case No. 23-53278
Chapter 11 Petition filed April 6, 2023
See
https://www.pacermonitor.com/view/WYWPTUI/Hart_Inc__ganbke-23-53278__0001.0.pdf?mcid=tGE4TAMA
represented by: Joseph Brannen, Esq.
THE BRANNEN FIRM, LLC
E-mail: chad@brannenlawfirm.com
In re 58 Croft Terrace, LLC
Bankr. S.D.N.Y. Case No. 23-22258
Chapter 11 Petition filed April 6, 2023
See
https://www.pacermonitor.com/view/45Y6AXA/58_Croft_Terrace_LLC__nysbke-23-22258__0001.0.pdf?mcid=tGE4TAMA
represented by: Sean Sabeti, Esq.
LAW OFFICE OF SEAN SABETI
E-mail: Sabeti0707@Gmail.com
In re Patrick and April Perry General Partnership
Bankr. W.D. Tenn. Case No. 23-10433
Chapter 11 Petition filed April 6, 2023
See
https://www.pacermonitor.com/view/TNNMCSI/Patrick_and_April_Perry_General__tnwbke-23-10433__0001.0.pdf?mcid=tGE4TAMA
represented by: C. Jerome Teel Jr., Esq.
TEEL & GAY, PLC
E-mail: jerome@tennesseefirm.com
In re Turnco Enterprises, LLC
Bankr. N.D. Tex. Case No. 23-50061
Chapter 11 Petition filed April 6, 2023
See
https://www.pacermonitor.com/view/QR47UQY/Turnco_Enterprises_LLC__txnbke-23-50061__0001.0.pdf?mcid=tGE4TAMA
represented by: Max R. Tarbox, Esq.
TARBOX LAW, P.C.
E-mail: jessica@tarboxlaw.com
In re Pomona Valley Home Care, Inc.
Bankr. C.D. Cal. Case No. 23-12116
Chapter 11 Petition filed April 7, 2023
See
https://www.pacermonitor.com/view/G4NWX5I/Pomona_Valley_Home_Care_Inc__cacbke-23-12116__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas B. Ure, Esq.
URE LAW FIRM
E-mail: tom@urelawfirm.com
In re Wardell W Plater, Jr.
Bankr. D. Md. Case No. 23-12425
Chapter 11 Petition filed April 7, 2023
represented by: Kimberly D. Marshall, Esq.
In re Rescom LTD
Bankr. S.D. Ohio Case No. 23-30540
Chapter 11 Petition filed April 7, 2023
See
https://www.pacermonitor.com/view/QVYYSSQ/Rescom_LTD__ohsbke-23-30540__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul H. Shaneyfelt, Esq.
SHANEYFELT & ASSOCIATES, LLC
E-mail: paulshaneyfeltlaw@gmail.com
In re American Land Investments, LTD
Bankr. S.D. Ohio Case No. 23-30539
Chapter 11 Petition filed April 7, 2023
See
https://www.pacermonitor.com/view/Q7UMJZY/American_Land_Investments_LTD__ohsbke-23-30539__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul H. Shaneyfelt, Esq.
SHANEYFELT & ASSOCIATES, LLC
E-mail: paulshaneyfeltlaw@gmail.com
In re Thomas L. Habeeb
Bankr. N.D. Tex. Case No. 23-30708
Chapter 11 Petition filed April 7, 2023
represented by: Joyce Lindauer, Esq.
In re Jason Damian Choy
Bankr. M.D. Fla. Case No. 23-01310
Chapter 11 Petition filed April 10, 2023
In re Michael Sean Ragiel
Bankr. D.N.J. Case No. 23-12965
Chapter 11 Petition filed April 10, 2023
represented by: Timothy Neumann, Esq.
In re Equitable Creations, LLC
Bankr. E.D. Va. Case No. 23-70661
Chapter 11 Petition filed April 10, 2023
See
https://www.pacermonitor.com/view/ORMZ24Q/Equitable_Creations_LLC__vaebke-23-70661__0001.0.pdf?mcid=tGE4TAMA
represented by: Solomon Simmons, Esq.
SOLOMON SIMMONS
*********
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