/raid1/www/Hosts/bankrupt/TCR_Public/230509.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, May 9, 2023, Vol. 27, No. 128
Headlines
111-121 E. CONGRESS: Taps Shein Phanse Adkins as Special Counsel
ABC INFANT: Voluntary Chapter 11 Case Summary
AKRON REBAR: Case Summary & 20 Largest Unsecured Creditors
AMERICAN FLAMINGO: Court Confirms Plan of Reorganization
AMERICAN HVAC: Seeks Cash Collateral Access
AMERICAN SCREENING: Wins Cash Collateral Access Thru May 17
ARCONIC CORP: S&P Places 'BB' Long-Term ICR on Watch Negative
ARTHROSCOPIC & LASER: Taps Bankruptcy Law Center as Counsel
ATP TOWER: Fitch Hikes Rating on Sr. Secured Notes to 'BB'
ATRIX TRUCKING: Jerrett McConnell Named Subchapter V Trustee
AVAYA HOLDINGS: Emerges from Chapter 11 Bankruptcy Again
AVAYA HOLDINGS: Touts Growth Potential After Chapter 11 Exit
BARFIELD CONTRACTING: Unsecureds to Split $90K in Consensual Plan
BED BATH & BEYOND: Pursuing Container Shipping Lines in Chapter 11
BITTREX INC: Case Summary & 50 Top Unsecured Creditors
BURKE BRANDS: Court OKs Cash Collateral Access Thru June 9
CALLON PETROLEUM: Fitch Puts 'B' LongTerm IDR on Watch Positive
CANNABAMA LLC: Last Deadline to File Plan on June 9
CHENG & COMPANY: Lender Seeks to Prohibit Cash Collateral Access
CINEWORLD GROUP: Addresses $2.3-Bil. Exit Financing Fight
CINEWORLD GROUP: Unsecureds to Get Up To 4.8% in Standalone Plan
CORNERSTONE ONSITE: Trustee Taps Chamberlain as Special Counsel
COX OPERATING: Considers Bankruptcy Filing If Talks Fail
CRESTWOOD HOSPITALITY: Cash Collateral Access OK'd Thru July 31
CURARE LABORATORY: Taps Stites & Harbison as Special Counsel
CWI CHEROKEE: Court OKs Cash Collateral Access on Final Basis
DFW BOAT: Continued Operations to Fund Plan Payments
DGS REALTY: Court OKs Cash Collateral Access Thru June 30
DIAMOND SPORTS: Wants More Time to Address MLB Streaming Fight
DUNBAR PARTNERS: Unsecured Creditors Will Get 100% of Claims
DUNBAR PARTNERS: Unsecureds Owed $89.8M Unimpaired in Plan
EARTHSNAP INC: Taps Kutner Brinen Dickey Riley as Counsel
ELWOOD ENERGY: S&P Lowers Senior Secured Debt Rating to 'CCC+'
ERICKSEN ARBUTHNOT: Unsecureds to Get 40-100 Cents on Dollar
EXCL LOGISTICS: Court OKs Cash Collateral Access Thru July 15
F & B NEGOTIATIONS: Taps Law Offices of Benjamin Martin as Counsel
FEDNAT HOLDING: Seeks to Hire Aprio LLP as Tax Preparer
FIELDERS CHOICE: L. Todd Budgen Named Subchapter V Trustee
FORD CITY RX: Court OKs Cash Collateral Access Thru May 15
FULTON FILMS: Taps McManimon Scotland & Baumann as New Counsel
G.A.H. BAR-B-Q: Unsecureds to Get $20K per Year for 3 Years
GLATFELTER CORP: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR
HECLA MINING: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable
HIGHLAND CAPITAL: 5th Circuit Mulls Standing in Chapter 11 Suits
HOLLY ENERGY: Moody's Puts 'Ba2' CFR Under Review for Upgrade
INDEPENDENT PET: May 17 Disclosure Statement Hearing Set
INDEPENDENT PET: Unsecureds Owed $10.6M to Get 11.4% in Plan
JDI DATA: Chapter 11 Trustee Taps KapilaMukamal as Accountant
JDI DATA: Court OKs Interim Cash Collateral Access
JETBLUE AIRWAYS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Negative
JNJ HOME: Hearing Tomorrow on Continued Cash Collateral Use
JUSTICE SAND: Case Summary & 17 Unsecured Creditors
KEVIN G. SAUNDERS: Unsecureds Will Get 2.1% of Claims in 36 Months
LA BELLE FRANCE: Seeks Cash Collateral Access
LANNETT COMPANY: Files Prepackaged Chapter 11 Cases
LANTERN 18: Stephen Darr Named Subchapter V Trustee
LEGACY CARES: Seeks $9MM DIP Loan From UMB Bank
LINCOLN POWER: Court OKs Final Cash Collateral Access
LORDSTOWN MOTORS: May Go Bankrupt If Foxconn Scraps Deal
LOYALTY VENTURES: Judge Lopez Approves Bankruptcy Plan
LOYALTY VENTURES: Unsecureds, If Any, to Get 'Less Than 100%'
MAG DS: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
MAR DESIGNS: Wins Cash Collateral Access Thru July 27
MEDICAL CENTER PHARMACY: Cash Collateral Access OK'd Thru May 15
META MEDIA: Unsecureds to Get Share of Income for 3 Years
MISSISSIPPI CENTER: Greta Brouphy Named Subchapter V Trustee
NATIONAL CINEMEDIA: Proposes Debt-for-Equity Plan
NOSRAT LLC: Gets Approval to Hire Isaac Goldstein as Accountant
NOSRAT LLC: Gets OK to Hire Isaac Goldstein as Accountant
NOSRAT LLC: Seeks to Hire Backenroth Frankel & Krinsky as Counsel
OCEAN DEVELOPMENT: Involuntary Chapter 11 Case Summary
ONKAAR INC: Walter Dahl Named Subchapter V Trustee
OPTION CARE: Moody's Puts 'B1' CFR Under Review for Upgrade
OUT VALLEY: Taps Miranda & Maldonado as Legal Counsel
PICCARD PETS: Court OKs Cash Collateral Access Thru June 15
PILL CLUB PHARMACY: Gets OK to Hire BMC Group as Claims Agent
PILL CLUB PHARMACY: Taps Accordion Partners as Financial Advisor
PLYWEALTH INVESTMENT: Gina Klump Named Subchapter V Trustee
POPULUXE LLC: Files Emergency Bid to Use Cash Collateral
PROFESSIONAL CHARTER: Christopher Hayes Named Subchapter V Trustee
R.P. RUIZ: Court Approves Amended Disclosure Statement
RAW INDULGENCE: Case Summary & 20 Largest Unsecured Creditors
RAYMAN HOSPITALITY: Fitch Affirms IDR at 'BB-', Outlook Stable
REVERSE MORTGAGE: Fine-Tunes Liquidating Plan
SEAGATE TECHNOLOGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Neg.
SELAH MOUNTAIN: Unsecureds to Get Share of Net Cashflow in Plan
SEMRAD LAW: William Homony Named Subchapter V Trustee
SILICON VALLEY BANK: Ex-CEO to Testify in Senate on Bank Failures
SORRENTO THERAPEUTICS: Taps KPMG LLC as Accounting Advisor
SOURCEWATER INC: Wins Final Cash Collateral Access
SWS SERVICES: Unsecureds to Split $42K in Subchapter V Plan
TEHUM CARE: M2 LoanCo Ups Interim DIP Loan to $2.75MM
TKEES INC: Court OKs Cash Collateral Access Thru June 28
TUESDAY MORNING: Starts Liquidation Sales as It Preps Closures
VICE MEDIA GROUP: Preps Up Bankruptcy Filing
VIRGIN ORBIT: Reaches Chapter 11 Loan and Sale Timeline Deal
VITAL ENERGY: S&P Lowers Senior Unsecured Notes Rating to 'B'
WHITE RABBIT: Disposable Income to Fund Plan Payments
WHITESTONE BREWERY: Case Summary & 17 Unsecured Creditors
WHITTAKER CLARK: May 10 Deadline Set for Panel Questionnaires
YC RIVERGOLD: Files Emergency Bid to Use Cash Collateral
[*] Chapter 11 Filings Up 32% to 277 in April 2023, Epiq Reports
[^] Large Companies with Insolvent Balance Sheet
*********
111-121 E. CONGRESS: Taps Shein Phanse Adkins as Special Counsel
----------------------------------------------------------------
111-121 E Congress, LLC received approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Shein Phanse Adkins,
P.C. as special counsel.
The Debtor needs the firm's legal assistance in connection with its
appeal of the judgment entered in Pima County Superior Court (Case
No. C20204097) in favor of Congress Street Clubs, LLC. The appeal
(Case No. 2 CA-CV-2023-00007) is pending in Division Two of the
Arizona Court of Appeals.
Shein will be paid at these rates:
David Shein (Partner) $535 per hour
Sonia Phanse (Partner) $405 per hour
Todd Adkins (Partner) $385 per hour
Erik Smith (Associate) $320 per hour
Paralegal $190 per hour
As disclosed in court filings, Shein is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
David E. Shein
Shein Phanse Adkins P.C.
6720 North Scottsdale Road Suite 261
Scottsdale, AZ 85253
Tel: (480) 922-3933
Fax: (480) 922-3969
Email: dshein@spa.law
About 111-121 E Congress
111-121 E. Congress, LLC, a company in Tucson, Ariz., filed a
voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case
No. 23-02230) on April 7, 2023, with up to $10 million in both
assets and liabilities. Judge Scott H. Gan oversees the case.
Jody A. Corrales, Esq., at DeConcini McDonald Yetwin & Lacy, P.C.
and Shein Phanse Adkins, P.C. serve as the Debtor's bankruptcy
counsel and special counsel, respectively.
ABC INFANT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: ABC Infant Milk, Inc.
13636 Christensen Road
Byron, CA 94514
Case No.: 23-40528
Chapter 11 Petition Date: May 8, 2023
Court: United States Bankruptcy Court
Northern District of California
Judge: Hon. William J. Lafferty
Debtor's Counsel: E. Vincent Wood, Esq.
THE LAW OFFICES OF E. VINCENT WOOD
2950 Buskirk Ave., #300
Walnut Creek, CA 94597
Tel: (925) 278-6680
Fax: (925) 955-1655
Email: vince@woodbk.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Peter Choy as CEO and shareholder.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/H7VDYBI/ABC_Infant_Milk_Inc__canbke-23-40528__0001.0.pdf?mcid=tGE4TAMA
AKRON REBAR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Akron Rebar Company
809 West Waterloo Road
Akron, OH 44314
Chapter 11 Petition Date: May 4, 2023
Court: United States Bankruptcy Court
Northern District of Ohio
Case No.: 23-50624
Judge: Hon. Alan M. Koschik
Debtor's Counsel: Peter G. Tsarnas, Esq.
GERTZ & ROSEN, LTD.
11 South Forge Street
Akron, OH 44304
Tel: 330-376-8336
Fax: 330-376-2522
Email: ptsarnas@gertzrosen.com
Total Assets: $963,911
Total Liabilities: $5,359,775
The petition was signed by Michael B. Humphrey, Sr. as vice
president and secretary.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/XKRMHXA/Akron_Rebar_Company__ohnbke-23-50624__0001.0.pdf?mcid=tGE4TAMA
AMERICAN FLAMINGO: Court Confirms Plan of Reorganization
--------------------------------------------------------
Judge Edward A. Godoy has entered an order confirming American
Flamingo LLC's Plan of Reorganization dated March 31, 2023.
Under American Flamingo's Amended Chapter 11 Plan of
Reorganization, each holder of an Allowed General Unsecured Claim
will receive 100% of the amount of such holder's Allowed General
Unsecured Claim, plus 5% payable in 60 monthly installments
commencing as of the Effective Date. However, there are no
Unsecured Claims in this case.
All cash necessary to make payments and Plan Distributions shall be
obtained from the cash of the Reorganized Debtors as generated from
its operations and the cash held in the Contested Claims Reserve,
if any, as applicable.
Counsel for the Debtor:
Hector Eduardo Pedrosa-Luna, Esq.
P.O. Box 9023963
San Juan, PR 00902-3963
Tel: (787) 756-7880
Tel: (787) 920-7983
Fax: 787-754-1109
E-mail: hectorpedrosa@gmail.com
A copy of the Plan of Reorganization dated March 31, 2023, is
available at https://bit.ly/3KdZcnd from PacerMonitor.com.
About American Flamingo
American Flamingo LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)). It is engaged in the business of leasing
office spaces in San Juan, Puerto Rico. At the present time,
American Flamingo owns an office located at 644 Fernandez Juncos
Avenue, Suite 203, San Juan, PR 00907.
American Flamingo sought Chapter 11 bankruptcy protection (Bankr.
D.P.R. Case No. 22-01290) on May 5, 2022. In the petition filed by
John Hanratty, as member, American Flamingo estimated assets
between $500,000 and $1 million and liabilities between $500,000
and $1 million. The Law Offices of Hector Eduardo Pedrosa Luna is
the Debtor's counsel.
AMERICAN HVAC: Seeks Cash Collateral Access
-------------------------------------------
American HVAC and Plumbing, Inc. asks the U.S. Bankruptcy Court for
the Northern District of California, San Jose Division, for
authority to use cash collateral.
The Debtor requires the use of cash collateral to make payroll, pay
rent and generally, for operations.
Lennox Industries, Inc.. Lennox, Comerica Bank, and the US SBA
assert an interest in the cash collateral.
Two lenders have filed blanket UCC-1's and Lennox filed a UCC-1
against inventory. Yet to continue operations, the Debtor needs to
use the inventory, equipment and receivables to make payroll, pay
rent and generally, for operations. The secured creditors are
under-secured or fully unsecured.
The Debtor intends to offer the lenders, subject to approval from
the Court, a replacement lien for the use of their cash collateral
on post-petition receivables and revenue and to pay it adequate
protection payments on the scheduled secured amount. Authority for
use of cash collateral is requested until the case is confirmed,
converted, dismissed or there is a default with failure to cure.
The amount of cash collateral available is $95,203 partially
securing the 1st priority UCC-1 lien in favor of Comerica Bank.
This renders the SBA loans totally unsecured.
Similarly Lennox has a lien on inventory but this collateral was
previously subject to the senior lien in favor of Comerica and
hence Lennox is totally unsecured.
The Debtor proposes to provide all secured creditors holding a
blanket UCC-1 a replacement lien for the use of all pre-petition
cash collateral that is used by granting these secured creditors a
lien in post-petition receivables. The Debtor proposes to provide
Lennox Industries a replacement lien for the use of all
pre-petition inventory in post-petition inventory. Creditors will
have the same priority in such replacement lien as these creditors
had pre-petition. Further, the Debtor proposes to pay Comerica Bank
$901 per month as adequate protection, commencing 30 days after
entry of order authorizing use of cash collateral. Lennox
Industries and the SBA, being totally under-secured, will not
receive any adequate protection payments since if their cash
collateral diminishes post-petition, their position would not have
significantly deteriorated because they would simply remain totally
under-secured.
A copy of the motion is available at https://bit.ly/3HELQ31 from
PacerMonitor.com.
About American HVAC and Plumbing, Inc.
American HVAC and Plumbing, Inc. is an HVAC contractor in Campbell,
California. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-50461) on April
28. 2023. In the petition signed by Cuinn F. Hamm, president, the
Debtor disclosed $115,224 in assets and $2,221,984 in liabilities.
Judge Stephen L. Johnson oversees the case.
Lars Fuller, Esq., at the Fuler Law Firm, PC, represents the Debtor
as legal counsel.
AMERICAN SCREENING: Wins Cash Collateral Access Thru May 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana,
Shreveport Division, authorized American Screening, LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance, through May 17, 2023.
The Debtor requires the use of cash collateral to pay reasonable
monthly expenses of operation.
First Horizon Bank asserts valid and perfected first-priority
collateral interests in, inter alia, the Debtor's cash and cash
proceeds resulting from the Debtor's operations.
The Debtor is authorized to use these cash and cash proceeds during
the Budget Period and in strict compliance with the Budget:
-- All funds held by the Debtor on the Petition Date; and
-- All funds held by the Debtor after the Petition Date,
including receipts after the commencement of the case and property
acquired after the commencement of the case.
As adequate protection for the Debtor's use of the bank's cash
collateral, First Horizon Bank will have a post-petition security
interest in, and lien upon, all of the Debtor's accounts, accounts
receivable, and all cash and non-cash proceeds thereof, which are
or have been acquired, generated or received by the Debtor after
the bankruptcy filing, in and to the same extent and priority that
FHB held a properly perfected prepetition security interest or lien
in such categories of assets immediately prior to the bankruptcy
filing.
As additional adequate protection, FHB will be entitled to a
superiority administrative claim pursuant to 11 U.S.C. section
507(b) for any diminution in its pre-petition cash collateral. In
and to the same extent, validity, and priority of its alleged
pre-petition liens, the PostPetition Lien is, and will be deemed,
perfected without the need to execute or file any document or
instrument that might otherwise be required under applicable
non-bankruptcy law to perfect said lien.
As additional adequate protection, the Debtor will deliver to FHB
payment in the total amount of $70,924.
These events constitute an "Event of Default":
(a) The use of the cash generated by the property to pay any
material expense not authorized by the Budget, written agreement of
FHB, or further Court Order;
(b) The appointment in the Chapter 11 case of a trustee;
(c) The dismissal or conversion to Chapter 7 of the Chapter 11
case; or
(d) The Order being altered, amended, vacated, supplemented,
modified, stayed, or reversed on appeal.
A final hearing on the matter is set for May 17 at 10 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3AKrhyp from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$304,818 for the week beginning May 1, 2023;
$423,132 for the week beginning May 8, 2023; and
$355,611 for the week beginning May 15, 2023.
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.
Judge John S. Hodge oversees the case.
Kell C. Mercer, Esq., at Kell C. Mercer, P.C, represents the Debtor
as legal counsel.
ARCONIC CORP: S&P Places 'BB' Long-Term ICR on Watch Negative
-------------------------------------------------------------
S&P Global Ratings placed its 'BB' long-term issuer credit rating
on Arconic Corp. on CreditWatch with negative implications, as well
as its issue-level ratings on the company's $1.6 billion first-lien
and second-lien notes.
S&P said, "We expect to resolve the CreditWatch in the next few
months as details emerge on Arconic's capital structure.
"We assume the proposed transaction will be significantly
leveraging, so we could downgrade Arconic multiple notches into the
'B' rating category. Generally, we will assign financial
sponsor-owned issuers a highly leveraged financial risk profile
assessment under our criteria, based on our view of the financial
sponsor's financial policy and track record. Our 'BB+' issue-level
ratings on Arconic's first-lien notes and 'B+' issue-level ratings
on its second-lien debt are also on CreditWatch. That said, the
indentures governing the notes include change-of-control
provisions, but we expect a highly leveraged capital structure."
Arconic's S&P Global Ratings-adjusted debt to EBITDA ended 2022 at
3.2x.
Arconic's credit ratios hold up despite choppy earnings and
strategic hurdles. Even with recent plant disruptions and the
loss-generating sale of its Samara rolling mill in Russia in late
2022, S&P Global Ratings-adjusted EBITDA has held steady at about
$700 million-$725 million since mid-2021. Lower commodity costs,
improved supply chains, and steadier operations could release heavy
working capital investments from recent quarters, but a lag in
throughput from recent disruptions and typical working capital
seasonality contributed to a cash drain for working capital in the
first quarter of 2023.
A strong rebound in aerospace and improving operations in 2022 are
counterbalanced by the loss of Russian EBITDA. The company sold its
Russia rolling mill for $230 million, or about 3x estimated EBITDA
of $80 million-$85 million, which is a drag on prospective earnings
and returns. It recognized a $306 million loss on the transaction
at year-end 2022, but received $230 million cash proceeds outside
Russia. Arconic also took a $92 million impairment charge for
assets in its extrusion business and ceased a sale process for its
Kawneer building materials business in 2022.
S&P expects to resolve the CreditWatch in the next few months as
details emerge on Arconic's capital structure, taking into account
key gating items such as acquisition approvals, a clear debt
quantum, and capital market conditions.
ESG credit indicators: E-2, S-3, G-2
Health and safety, social capital
ARTHROSCOPIC & LASER: Taps Bankruptcy Law Center as Counsel
-----------------------------------------------------------
Arthroscopic & Laser Surgery Center of San Diego, LP received
approval from the U.S. Bankruptcy Court for the Southern District
of California to employ Bankruptcy Law Center, APC as its legal
counsel.
The Debtor requires legal counsel to:
a. prepare pleadings and applications, and conduct examinations
incidental to administration;
b. advise the Debtor with respect to its rights, powers, duties
and obligations in the administration of its Chapter 11 case, the
management of its financial affairs and the management of its
income and property;
c. advise and assist the Debtor with respect to compliance with
the requirements of the Office of the United States Trustee;
d. advise the Debtor regarding matters of bankruptcy law,
including rights and remedies of the Debtor with respect to its
assets and with respect to claims of creditors, and communicate and
negotiate with such creditors;
e. advise and represent the Debtor in connection with all
applications, motions or complaints for adequate protection,
sequestration, relief from stay, appointment of a trustee or
examiner, and all other similar matters;
f. develop the relationship of the status of the Debtor to the
claims of creditors;
g. advise and assist the Debtor in the formulation and
presentation of a plan pursuant to Chapter 11 of the Bankruptcy
Code and concerning any and all matters relating thereto;
h. represent the Debtor in any necessary adversary proceedings;
and
i. provide other necessary legal services.
Bankruptcy Law Center will be paid at these rates:
Attorneys $500 per hour
Associate Attorneys $375 per hour
Paralegal/Law Clerks $100 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer of $10,000.
Ahren Tiller, Esq., a partner at Bankruptcy Law Center, 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:
Ahren A. Tiller, Esq.
Brian J. McGoldrick, Esq.
Bankruptcy Law Center, APC
1230 Columbia Street, Suite 1100
San Diego, CA 92101
Tel: (619) 894-8831
Fax: (866) 444-7026
About Arthroscopic & Laser Surgery
Center of San Diego
Arthroscopic & Laser Surgery Center of San Diego, L.P. operates an
outpatient care center in San Diego, Calif. It conducts business
under the name Oasis Surgery Center.
Arthroscopic & Laser Surgery Center of San Diego filed its
voluntary petition for Chapter 11 protection (Bankr. S.D. Calif.
Case No. 23-00778) on March 24, 2023, with $471,349 in assets and
$3,234,976 in liabilities. Judge Laura S. Taylor oversees the
case.
The Debtor is represented by the Bankruptcy Law Center and the Law
Office of Donald W. Reid.
ATP TOWER: Fitch Hikes Rating on Sr. Secured Notes to 'BB'
----------------------------------------------------------
Fitch Ratings has upgraded ATP Tower Holdings, LLC's senior secured
notes to 'BB' from 'BB-'. The upgrade corrects an error in the
application of the Long-Term Foreign Currency Issuer Default
Ratings to the senior secured notes at the time of the last review
on April 11, 2023.
KEY RATING DRIVERS
High Leverage: ATP's net leverage is expected to end 2023 at 8x as
its capex roll-out accelerates over the next two years. This
compares to the 8.9x leverage of 2022. Contracted fiber deployment
and tower site builds should contribute to EBITDA expansion during
2023 and into 2024. Fitch expects net leverage to decline to close
to 7.0x in 2024.
Increasing Competition: ATP's ratings are constrained by its small
size when compared with most peers in the independent
infrastructure space. Competition in the telecom infrastructure
business has continued to increase with larger rivals growing both
organically and inorganically. Phoenix Tower International entered
the Chilean market after acquiring 3,800 towers in Chile from WOM
S.A. Increasing competition in the country could lead to slower
tenant acquisition in the medium term. American Tower Corporation
along with America Movil's tower spin-off, Sitios Latinoamerica,
are large competitors with wide tower infrastructure coverage in
Latin America.
Rapid Growth: ATP's EBITDA should continue to grow at double digits
as the company expands fiber and tower infrastructure. EBITDA is
expected to grow to USD60 million in 2023 from USD45 million in
2022 and USD34 million in 2021. Projected growth is mainly the
result of inflation escalators, fiber to the home (FTTH) contracts
in Colombia and growth in Chile. These figures are adjusted for
Fitch's lease criteria, which does not add back lease depreciation
or interest.
Low Sector Risk: The tower industry carries minimal risk related to
tower obsolescence or technology. The wireless operator deploys all
the electronics and antenna platforms, while the tower operator is
responsible for the physical site. Also contributing to the
stability of the tower business is the lack of robust alternative
technologies. The only available alternative capable of broad
geographic coverage -- satellite transmission -- is ineffective
indoors, affected by obstructions and degrades in severe weather
conditions.
Long-Term Growth Opportunities: Demand for data capacity continues
to grow rapidly. Wireless companies have been densifying their 4G
LTE networks, which increases the network capacity, and are
implementing technological evolutions to increase speed and
capacity. Mobile broadband services remain a key factor in future
revenue and cash flow growth for the tower industry. The
development of 5G in Chile in the near term and in Peru and
Colombia long term should support tower demand although disposable
income, particularly, in the latter two countries limits return on
capital and could limit operator network investments.
Counterparty Risk: ATP benefits from contracts with its clients
that are typically 10 years in initial length. The average
remaining life of its contracts is approximately six years for
towers and eight years for fiber. These contracts mitigate volume
and price risk and are positively factored into the ratings. Client
concentration is high, particularly to Telefonica SA. Its
subsidiaries in Peru and Chile have lost market share in recent
years. Fitch recently downgraded Telefonica del Peru to 'BB-'.
DERIVATION SUMMARY
ATP and other digital infrastructure operators have operating
profiles with high visibility and stability of rental income based
on passive infrastructure and long-term contracts, offset by
underlying asset specificity that affects liquidity of sale. The
tower industry employs a stable business model and experiences much
lower business risk than many business models within the
telecommunications segment.
The North American wireless telecom tower industry is dominated by
American Tower Corporation (BBB+/Negative) and Crown Castle
International Corp. (BBB+/Stable). These operators have better
business profiles than ATP due to larger scale, more
diversification, and exposure to a more stable and mature
telecommunications industry. Operadora de Sites Mexicanos, S.A. de
C.V. (Opsimex; BBB/Positive) also has stronger business and
financial profiles than ATP, and benefits from its dominant market
position in Mexico, favorable relationship with America Movil, and
a track record of consistent deleveraging.
In addition to its small size and greater emerging market exposure,
ATP's relatively short track record and ambitious growth plans
limit the rating. The company's EBITDA net leverage metrics are
consistently higher than global peers and are most closely in line
with European operator Cellnex Telecom S.A. (BBB-/Stable). However,
Cellnex's elevated leverage metrics are supported by a much larger
business scale and more mature operating environment.
Indonesian peer's PT Profesional Telekomunikasi Indonesia
(Protelindo; BBB/Stable) and PT Tower Bersama Infrastructure (TBI;
BBB-/Stable) are medium-sized players with business profiles that
are more in line with ATP. However, these issuers are much stronger
than ATP financially, boasting lower leverage metrics and much
higher profitability.
KEY ASSUMPTIONS
- Revenue growth from about USD110 million in 2022 to around USD150
million in 2024;
- EBITDA margins improving from around 40% to around 55% as
improving tenancy drives economies of scale;
- Capex around USD100 million in 2023 and USD110 million in 2024
and 2025;
- Net debt to EBITDA ratio around 8.0x in 2023 and close to 7.5x in
2024;
- No dividend distributions.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Stronger than expected revenue growth over the medium term,
driving EBITDA margins over 60%;
- Net leverage sustained below 6.5x;
- Neutral FCF.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
LIQUIDITY AND DEBT STRUCTURE
- A delay or inability to execute business plan as envisioned;
- Revenue growth in the medium term slowing to the mid-single
digits, with EBITDA margins of around 50%;
- Net leverage sustained above 7.5x;
- The loss of a major tower tenant, while unlikely, could drive a
downgrade of the ratings.
ISSUER PROFILE
ATP Tower Holdings, LLC is a privately-owned provider of digital
and telecommunication infrastructure in the Andean region, with
operations mainly in Colombia, Peru and Chile. ATP owns, operates,
manages, and leases telecommunications towers, rooftops, small
cells, distributed antenna systems (DAS), optical fiber networks &
nodes, and C-RAN solutions.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Prior
----------- ------ -----
ATP Tower
Holdings, LLC
senior secured LT BB Upgrade BB-
ATRIX TRUCKING: Jerrett McConnell Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq., a
partner at McConnell Law Group, P.A., as Subchapter V trustee for
Atrix Trucking Corp.
Mr. McConnell will be compensated at $350 per hour for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Mr. McConnell declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerrett M. McConnell
6100 Greenland Road, Unit 603
Jacksonville, Florida 32258
Phone: (904) 570-9180
Email: trustee@mcconnelllawgroup.com
About Atrix Trucking
Atrix Trucking Corp, a company in Maitland, Fla., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 23-01540) on April 25, 2023, with $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Charles E. Joseph, president of Atrix, signed the petition.
Judge Grace E. Robson oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A. is the Debtor's legal
counsel.
AVAYA HOLDINGS: Emerges from Chapter 11 Bankruptcy Again
--------------------------------------------------------
Claudia Adrien of Channel Futures reports that Avaya emerges from
bankruptcy again and gets $650 million in liquidity.
Avaya has come out of chapter 11 bankruptcy with approximately $650
million in liquidity. Company officials said Avaya emerges from
bankruptcy focused on advancing innovation with their long-range
product road map.
The debt Avaya carries is now at a "healthy level," analysts said.
Currently, the assets of the business are financed mostly by the
capital coming from investors, which they get equity in return.
Before, Avaya was carrying too much debt, and the primary reason
for the first chapter 11 six years ago was that the company
couldn't service that debt. Now Avaya has little debt but also less
equity. This makes Avaya less risky, and customers and partners
will now be more confident in doing business with them, analysts
said.
Alan Masarek, CEO at Avaya, said the company has turned the page
and entered a new future.
"We are excited to fully realize the hard work we've put into our
business transformation," Masarek said. "We are moving ahead with
significant financial resources to accelerate investment in our
portfolio as we continue delivering innovation without disruption
to our customers. Our customers are at different stages of their
cloud journey. They want to move at a pace that meets their
business needs — and in a way that allows them to adopt advanced
functionality without business disruption."
He added that Avaya's new streamlined product road map incorporated
input from its customers about the capabilities most meaningful to
them.
Avaya is focused on building on what it says is an iconic brand,
global customer footprint and partner ecosystem to deliver product
innovation investments that will continue to focus on the Avaya
experience platform. The platform enables organizations to enhance
their customer experience capabilities across a myriad of
communications channels, officials said.
As Avaya Emerges from Bankruptcy, More than 150 Product Features
Since the start of the year, Avaya has rolled out more than 150 new
product features and enhancements across its portfolio. It launched
Avaya enterprise cloud, a dedicated instance of Avaya’s core
contact center, collaboration and unified communications software
solutions for large enterprises. Masarek said Avaya remains poised
to capitalize on its product development momentum and address the
current and future needs of its customers.
"I appreciate the strong support that our investors have
demonstrated throughout this process, and I thank our customers,
partners, team members and other stakeholders for their unwavering
commitment and trust in Avaya," Masarek said.
It took Avaya one year to come out of bankruptcy when it filed the
first time for chapter 11 in 2017. This time around, the process
was much quicker, noted Jon Arnold, principal at J Arnold &
Associates.
"Compared to last time, this emergence from chapter 11 was much
faster and on more favorable terms, which is great to see given how
capital markets are tighter now," Arnold said.
He added that Avaya is in a more advantageous position when it
comes to growth than they were several years ago.
"Having [CEO Masarek] in place now, this process could be
structured more as a win-win than last time. Avaya gives up some
financial control, but they gain a clear runway of liquidity to
build on for growth. This is reflected in the makeup of their
board, where four of the nine members are on the investment side.
They include the addition of experienced industry executives who
Alan can build a growth plan around."
About Avaya Holdings
Morristown, New Jersey-based Avaya offers digital communications
products, solutions and services for businesses of all sizes.
Avaya delivers its technology predominantly through software and
services, both on-premise and through the cloud in a diverse range
of industries, including financial services, manufacturing, retail,
transportation, energy, media and communications, healthcare,
education, and government.
Avaya Inc. and 17 affiliates first sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The
2017 debtors emerged from bankruptcy and their second amended joint
Chapter 11 plan of reorganization was declared effective on Dec.
15, 2017. The 2017 Plan provides holders of first-lien debt with
90.5% of stock in the reorganized company and holders of
second-lien notes with a pro rata share of 4% of stock and warrants
for an additional 5.1% of the shares. Avaya projected to have
$2.925 billion of funded debt and a $300 million senior secured
asset-based lending facility available following emergence.
Avaya, Inc., and 20 affiliated entities, including Avaya Holdings
Corp., filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Texas Lead Case No. 23-90088) on February 14, 2023. The Hon. David
R. Jones oversees the cases.
The Debtors estimated $1 billion to $10 billion in both assets and
liabilities on a consolidated basis. Avaya Holdings' most recent
financial report filed with the Securities and Exchange Commission
was for the three-month period end March 31, 2022. In its Form 10-Q
report, Holdings disclosed $5.8 billion in total consolidated
assets against $5.2 billion in total consolidated liabilities.
In the 2023 bankruptcy filing, the Debtors tapped Kirkland & Ellis
LLP and Jackson Walker LLP as bankruptcy co-counsel; Evercore Group
LLC as investment banker; AlixPartners LLP as restructuring
advisor; PricewaterhouseCooopers LLP as auditor; and Kurtzman
Carson Consultants LLC as claims and noticing agent. Meanwhile,
Ernst & Young, LLP provides valuation, financial accounting
advisory, investigative, and tax services to the Debtors.
AVAYA HOLDINGS: Touts Growth Potential After Chapter 11 Exit
------------------------------------------------------------
Patrick Sheehan of UC Today reports that Avaya has "significant
financial resources" in place to drive growth after completing its
restructuring and exiting bankruptcy protection, CEO Alan Masarek
has said.
Avaya confirmed its exit from Chapter 11 on May 2, 2023, claiming
to have a new growth-oriented capital structure that will see $650m
in cash made available to fund Masarek's future growth objectives.
Masarek said: "We are excited to fully realize the hard work
we’ve put into our business transformation. We are moving ahead
with significant financial resources to accelerate investment in
our portfolio as we continue delivering innovation without
disruption to our customers."
The company's focus and innovation will be on its Experience
Platform, which it says helps organisations build power customer
experience capabilities.
Masarek added: "Our customers are at different stages of their
cloud journey. They want to move at a pace that meets their
business needs – and in a way that allows them to adopt advanced
functionality without business disruption. Avaya's new, streamlined
product roadmap was intentionally designed to do just this,
incorporating input from our customers about the capabilities most
meaningful to them. At a time when innovation has never been more
important to an organization's success, we are proud to be an
answer to our customers' most pressing challenges."
The newly restructured Avaya also has a new Board of Directors to
drive Masarek's growth ambitions.
Masarek added: "Our incoming Board members bring decades of
relevant expertise, insights and skillsets to support Avaya as we
invest in driving the next wave of innovation in enterprise
communications and providing our customers and partners with true
omnichannel customer experience solutions."
The Avaya Board of Directors now comprises nine directors,
including:
· Alan Masarek is an industry innovator with over 30 years
of experience leading communications, information technology and
business services companies.
· Patrick Bartels, Managing Member of Redan Advisors, LLC,
brings over 20 years of experience driving value for stakeholders
of private and public companies through governance, incentive
alignment, management evaluation, finance, capital markets and
M&A.
· Patrick Dennis, Chief Executive Officer of ExtraHop,
brings nearly 25 years of experience leading high-growth public and
private companies in the software and information technology
industries, including as CEO of Alvaria and Guidance Software and
in leadership roles at EMC and Oracle.
· Robert Kalsow-Ramos, Partner in Private Equity at Apollo
Global Management, Inc., is an experienced investment professional
with deep expertise in the technology and services sectors and a
successful track record of working with management teams to drive
growth, innovation and stakeholder value creation.
· Marylou Maco, most recently Executive Vice President,
Worldwide Sales and Field Operations at Genesys, brings three
decades of industry experience and expertise in driving revenue and
expanding market share in enterprise software, cloud services and
network computing for global organizations.
· Aaron Miller, Partner in Private Equity at Apollo Global
Management, Inc. and Head of Apollo Portfolio Performance
Solutions, brings three decades of operational expertise driving
successful company transformations across sectors.
· Donald E. Morgan, III CFA, Chief Investment Officer,
Managing Partner and Portfolio Manager at Brigade Capital
Management, LP, co-founded the firm in 2006 and has been
instrumental in driving the firm’s growth, which has
approximately $26 billion in assets under management.
· Tod Nielsen, most recently President and Chief Executive
Officer of TalkWalker, is an industry veteran with decades of
leadership experience connecting customers to SaaS and software
platforms, including in executive roles at Salesforce, VMWare,
Heroku, Oracle and Microsoft.
· Jacqueline Woods, Chief Marketing Officer at Teradata, is
a technology and marketing executive with a strong track record of
leading corporate transformations and growing successful businesses
by enriching customer experiences.
The Saga Ends?
Avaya, led by Jim Chirico, successfully emerged from bankruptcy in
2018 and listed on the New York Stock Exchange.
Initially, the company boasted of its successful transition towards
becoming a cloud-first business.
However, financial troubles arose due to delayed deals, leading to
Chirico's dismissal and the implementation of a cost-cutting plan
that included layoffs.
Alan Masarek, former Vonage CEO, took over and implemented a
simplified product portfolio. Avaya has hinted at further product
line reductions.
Amidst these changes, investors are pursuing legal action against
Avaya's board for alleged fraud relating to the company's financial
struggles.
About Avaya Holdings
Morristown, New Jersey-based Avaya offers digital communications
products, solutions and services for businesses of all sizes.
Avaya delivers its technology predominantly through software and
services, both on-premise and through the cloud in a diverse range
of industries, including financial services, manufacturing, retail,
transportation, energy, media and communications, healthcare,
education, and government.
Avaya Inc. and 17 affiliates first sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The
2017 debtors emerged from bankruptcy and their second amended joint
Chapter 11 plan of reorganization was declared effective on Dec.
15, 2017. The 2017 Plan provides holders of first-lien debt with
90.5% of stock in the reorganized company and holders of
second-lien notes with a pro rata share of 4% of stock and warrants
for an additional 5.1% of the shares. Avaya projected to have
$2.925 billion of funded debt and a $300 million senior secured
asset-based lending facility available following emergence.
Avaya, Inc., and 20 affiliated entities, including Avaya Holdings
Corp., filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Texas Lead Case No. 23-90088) on February 14, 2023. The Hon. David
R. Jones oversees the cases.
The Debtors estimated $1 billion to $10 billion in both assets and
liabilities on a consolidated basis. Avaya Holdings' most recent
financial report filed with the Securities and Exchange Commission
was for the three-month period end March 31, 2022. In its Form 10-Q
report, Holdings disclosed $5.8 billion in total consolidated
assets against $5.2 billion in total consolidated liabilities.
In the 2023 bankruptcy filing, the Debtors tapped Kirkland & Ellis
LLP and Jackson Walker LLP as bankruptcy co-counsel; Evercore Group
LLC as investment banker; AlixPartners LLP as restructuring
advisor; PricewaterhouseCooopers LLP as auditor; and Kurtzman
Carson Consultants LLC as claims and noticing agent. Meanwhile,
Ernst & Young, LLP provides valuation, financial accounting
advisory, investigative, and tax services to the Debtors.
BARFIELD CONTRACTING: Unsecureds to Split $90K in Consensual Plan
-----------------------------------------------------------------
Barfield Contracting & Associates, Inc., filed with the U.S.
Bankruptcy Court for the Middle District of Florida a Plan of
Reorganization dated May 2, 2023.
The Debtor is a 5-Star rated GAF Master Elite(R) Residential and
Commercial Roofing Company Serving all of Brevard County and
Central Florida, headquartered in Cocoa, Florida.
The Debtor's principal place of business is located at 223 Willard
Street, Cocoa, Florida, 32922- 8015, in Brevard County, Florida,
which is leased by the Debtor. On the Petition Date, the Debtor had
11 employees (not including insiders). The Debtor's annual gross
receipts are approximately $3,000,0000.
Class 5 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: The liquidation value or amount
that unsecured creditors would receive in a hypothetical chapter 7
case is approximately $0.00. Accordingly, the Debtor proposes to
pay unsecured creditors a pro rata portion of $90,000.00. Payments
will be made in equal quarterly payments of $7,500.00. Payments
shall commence on the fifteenth day of the month, on the first
month that begins more than ninety days after the Effective Date
and shall continue quarterly for eleven additional quarters.
Pursuant to Section 1191 of the Bankruptcy Code, the value to be
distributed to unsecured creditors is greater than the Debtor's
projected disposable income to be received in the 3-year period
beginning on the date that the first payment is due under the plan.
Holders of class 5 claims shall be paid directly by the Debtor.
* Nonconsensual Plan Treatment: The liquidation value or
amount that unsecured creditors would receive in a hypothetical
chapter 7 case is approximately $0.00. Accordingly, the Debtor
proposes to pay unsecured creditors a pro rata portion of its
Disposable Income. If the Debtor remains in possession, plan
payments shall include the Subchapter V Trustee's administrative
fee which will be billed hourly at the Subchapter V Trustee's then
current allowable blended rate. Plan Payments shall commence on the
fifteenth day of the month, on the first month that is ninety days
after the Effective Date and shall continue quarterly for eleven
additional quarters. The initial estimated quarterly payment shall
be $0.00; however, the Debtor may have disposable income during the
life of the Plan depending on future work. During the 3-year period
individual officer/insider compensation shall be limited to
$125,000 per year. Holders of class 5 claims shall be paid directly
by the Debtor.
If the Debtor defaults in making a quarterly payment and fails to
cure the payment default before the following quarter's payment is
due, then the Debtor shall liquidate nonexempt assets to pay the
holders of allowed unsecured claims.
Class 6 consists of any and all equity interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of a Class 6 interests shall retain their full
equity interest in the same amounts, percentages, manner and
structure as existed on the Petition Date.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor's business.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the Plan of Reorganization dated May 2, 2023 is
available at https://bit.ly/3NN4x8z from PacerMonitor.com at no
charge.
Attorney for Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
E-mail: jacob@bransonlaw.com
About Barfield Contracting & Associates
Barfield Contracting & Associates, Inc. is a 5-Star rated GAF
Master Elite(R) Residential and Commercial Roofing Company Serving
all of Brevard County and Central Florida, headquartered in Cocoa,
Florida. The Debtor filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Fla. Case No. 23-00396) on Feb. 1, 2023, with as much as $1
million in both assets and liabilities. Judge Grace E. Robson
oversees the case.
The Debtor is represented by Jeffrey S. Ainsworth, Esq., at
BransonLaw, PLLC.
BED BATH & BEYOND: Pursuing Container Shipping Lines in Chapter 11
------------------------------------------------------------------
Greg Miller of FreightWaves reports that Bed Bath & Beyond filed
for bankruptcy protection on April 23, 2023 and is closing all 475
of its stores. COVID-era supply chain disruptions played a key role
in the company's demise. Now, the bankrupt retailer is pursuing
tens of millions of dollars in claims against container shipping
lines, which it alleges did not perform during the supply chain
crisis.
It filed a claim with the Federal Maritime Commission (FMC) on
Thursday seeking at least $31.7 million from OOCL, a subsidiary of
China's Cosco.
It's poised to pursue at least $7.8 million in claims against
Taiwan's Yang Ming, according to a legal filing in the Southern
District Court of New York.
The question ahead: With Bed Bath & Beyond (BBB) in Chapter 11 and
administrators looking to "maximize the value of the debtors'
estates," will there be claims against other carriers as well?
Failure to meet minimum quantity commitments
BBB alleged in its FMC complaint that OOCL failed to meet minimum
quantity commitments (MQCs) under its 2020 and 2021 service
contracts.
The retailer alleged that OOCL gave away BBB's allocated space "to
other shippers to maximize [its] own profits," forcing BBB "to
obtain space on the spot market at enormous expense during a period
of unprecedented high spot rates."
These allegations mirror those made by numerous other cargo
shippers in the wake of the supply chain crisis, starting with MCS
Industries' claims against Cosco and MSC in August 2021 and piling
up ever since.
BBB had an MQC for 2,100 forty-foot equivalent units under its July
1, 2020-June 30, 2021, contract with OOCL. It said there was a
shortfall of 624 FEUs. It calculated that this equated to $2.2
million in additional shipping costs.
BBB had an MQC for 3,796 FEUs under its May 1, 2021-April 30, 2022,
service contract. It said OOCL came up 1,363 FEUs short, equating
to $9.4 million in extra freight costs.
Peak season surcharges, detention and demurrage charges
BBB is also seeking reparations for peak season surcharges (PSSs)
— a new twist in shipper complaints against carriers. It argued
that its contract rates were inclusive of PSSs and other
surcharges.
BBB cited correspondence from an OOCL employee who stated, "We
admit to being short against expectations ... Consider paying a PSS
[which would] put BBB in position to secure extra space." PSSs
proposed by OOCL were as high as $5,800 per FEU, said BBB in its
complaint.
After the retailer agreed to a PSS in December 2020, it said the
OOCL employee responded eight minutes later: "No worries! We are
releasing the bookings."
BBB alleged that OOCL was "auctioning its space to the highest
bidder rather than meeting service commitments." The retailer also
cited correspondence from an OOCL employee stating that on one
voyage "what extra space [that] was available has been released to
the open market" -- i.e., the spot market.
OOCL has yet to file its response to the retailer'.s allegations
with the FMC.
BBB said it paid $7.1 million in PSS charges to OOCL during its
2020 contract period and $6.6 million during its 2021 contract
period — and insisted it should get that money back.
BBB also maintained that OOCL assessed demurrage and detention
charges "for periods of time in which [BBB's] ability to pick up
containers at the ports or return empty containers were constrained
due to circumstances outside [its] control."
Numerous shippers have also filed claims against ocean carriers
related to detention and demurrage charges incurred during the
supply chain crunch.
BBB said it paid OOCL $1.5 million in demurrage charges and $4.9
million in detention charges between August 2021 and June 2022. It
argued that “a substantial majority of the charges … were
unjustly and unreasonably assessed.”
Additional claims submitted to Yang Ming
Meanwhile, Yang Ming filed a case against BBB in New York on April
20 seeking a declaratory judgment that it does not owe the retailer
for failing to meet its MQC.
Yang Ming said BBB has submitted a claim for $7.8 million "plus
alleged lost profits and other consequential damages in an
unspecified amount."
The dispute relates to BBB's service contract for May 1, 2021-April
30, 2022, which had an MQC of 1,000 FEUs. According to Yang Ming,
the contract stated that "in the event of the carrier’s failure
to meet the annual MQC … the shipper may reduce the annual MQC by
the amount of the shortfall."
Yang Ming claimed that "this agreement provided no basis for
pursuing money damages for such shortfalls. However, BBB continues
to press its claim and warn of litigation."
In response to the carrier's request for declaratory judgment, BBB
said in a court filing Thursday that any action against it would
require the bankruptcy judge to provide relief from the Chapter 11
automatic stay.
Hard hit by supply chain crisis
The spike in consumer demand during the pandemic supercharged
earnings for container lines as well as retailers like Amazon
(NYSE: AMZN) -- but not for Bed Bath & Beyond, which was heavily
dependent on its brick-and-mortar stores.
Holly Etlin, chief restructuring officer of BBB, cited the negative
impact of 2020 lockdown closures on the company's stores in her
Chapter 11 declaration.
She also pointed to fallout from a pre-COVID corporate decision to
shift from selling well-known national brands to private-label
brands, following the hiring of Target veteran Mark Tritton as CEO
in 2019 — a decision that increased BBB's exposure to container
shipping at exactly the wrong time.
When the pandemic struck, the shift to private-label brands
"resulted in longer lead times to produce and ship to stores
compared to the more easily accessible national brands."
Bed Bath & Beyond had also changed its domestic distribution
strategy under Tritton. "The distribution strategy was not equipped
for these changes to the upstream supply chain, nor resilient in
the face of the pandemic-related issues that occurred at the Port
of Los Angeles."
"The company wound up with empty shelves as factory closures and
shipping bottlenecks delayed the arrival of the new private-label
goods. [BBB] was not able to achieve sufficient levels of inventory
to meet demand over the important 2021 holiday season."
According to Etlin, "During the third quarter of 2021, an estimated
$100 million of sales were not fulfilled due to out-of-stocks, and
in the fourth quarter of 2021, an estimated $175 million of sales
were not delivered."
Still reliant on supply chain amid Chapter 11
Tritton was pushed out in June 2022 and the company shifted away
from private-label brands. But by the 2022 holiday season, it "did
not have the financial flexibility to restock inventory levels due
to persistently deteriorating liquidity and tightening vendor
credit," Etlin said.
Its stores were almost 35% out of stock by December 2022.
"Following a holiday season in which sales fell nearly 50% from the
same period the year before, [BBB] triggered multiple events of
default under its financing facilities," she said.
A last-ditch effort to sell heavily discounted equity didn't
provide enough "runway," necessitating the Chapter 11 filings of
the parent company and its subsidiaries. The company's stock
(NASDAQ: BBBY) will be delisted Wednesday, May 3, 2023.
Ironically, as damages are sought from container shipping lines for
alleged transgressions in 2020-22, Etlin underscored the importance
of their continued services. She said the functioning of supply
chains "is critical to the efficient administration of these
Chapter 11 cases. The debtors can ill afford severe disruption to
their flow of merchandise at this critical juncture."
As a result, Bed Bath & Beyond has secured court authorization to
continue paying "warehousemen, freight vendors, ocean carriers,
common or contract carriers, customs brokers and other shipping
service providers" amid the bankruptcy proceedings.
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 operates 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.
At its peak, Bed Bath & Beyond operated the largest home furnishing
retailer in the United States with over 970 stores across all 50
states, consistently at the forefront of major home and bath
trends. Operating stores spanning the United States, Canada,
Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from
bed linens to cookware to electric appliances, home organization,
baby care, and more.
Bed Bath & Beyond closed over 430 locations across the United
States and Canada before filing chapter 11 cases, implementing full
scale winddowns of their Canadian business and the Harmon branded
stores.
Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed
Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023,
each filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code to pursue a wind down of operations.
The cases are pending before the Honorable Vincent F. Papalia and
have requested joint administration of the cases under Bankr.
D.N.J. Lead Case No. 23-13359.
Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal
counsel, Lazard Frares & Co. LLC is serving as investment banker,
and AlixPartners LLP is serving as financial advisor. Bed Bath &
Beyond Inc. has retained Hilco Merchant Resources LLC to assist
with inventory sales. Kroll LLC is the claims agent.
BITTREX INC: Case Summary & 50 Top Unsecured Creditors
------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtors Case No.
------- --------
Desolation Holdings LLC 23-10957
601 Bellevue Way NE
Suite 200
Bellevue WA 98004
Bittrex, Inc. 23-10958
Bittrex Malta Holdings Ltd. 23-10959
Bittrex Malta Ltd. 23-10960
Business Description: Bittrex is a regulated digital assets
exchange platform.
Chapter 11 Petition Date: May 8, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Brendan Linehan Shannon
Debtors' Counsel: Robert S. Brady, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington DE 19801
Tel: 302-571-6600
Email: rbrady@ycst.com
Debtors'
Restructuring
Advisor: BERKELEY RESEARCH GROUP, LLC
Estimated Assets
(on a consolidated basis): $500 million to $1 billion
Estimated Liabilities
(on a consolidated basis): $500 million to $1 billion
The petitions were signed by Evan Hengel as co-chief restructuring
officer of Bittrex, Inc., Desolation Holdings, LLC, Bittrex Malta
Holdings, Ltd., and Bittrex Malta Ltd.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/GXUCV4I/Desolation_Holdings_LLC__debke-23-10597__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/GRIBTKI/Bittrex_Inc__debke-23-10598__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4SXS5EA/Bittrex_Malta_Holdings_Ltd__debke-23-10599__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4YER4EA/Bittrex_Malta_Ltd__debke-23-10600__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Office of Foreign Asset Control Settlement $24,280,829
U.S. Department of the Treasury
Treasury Annex/Freedman's Bank Bldg.
1500 Pennsylvania Avenue, NW
Washington, DC 20220
Alison Cooper, Chief
Financial Sector Investigations
Tel: 1-202-622-2490
2. On File Customer $14,586,302
3. On File Customer $10,655,025
4. On File Customer $6,937,360
5. On File Customer $6,191,788
6. On File Customer $4,815,983
7. On File Customer $4,617,061
8. On File Customer $3,912,558
9. Financial Crimes Settlement $3,500,000
Enforcement Network
PO Box 39
Vienna, Virginia 22183
Email: FRC@fincen.gov
10. On File Customer $3,230,276
11. On File Customer $2,323,295
12. On File Customer $1,987,086
13. On File Customer $1,904,259
14. On File Customer $1,647,784
15. On File Customer $1,384,238
16. On File Customer $1,378,934
17. On File Customer $1,269,454
18. On File Customer $1,184,652
19. On File Customer $874,805
20. On File Customer $868,307
21. On File Customer $844,317
22. On File Customer $816,538
23. On File Customer $735,431
24. On File Customer $704,094
25. On File Customer $701,261
26. On File Customer $685,601
27. On File Customer $623,338
28. On File Customer $599,605
29. On File Customer $599,437
30. On File Customer $585,301
31. On File Customer $563,069
32. On File Customer $560,338
33. On File Customer $523,733
34. On File Customer $510,941
35. On File Customer $480,647
36. On File Customer $479,813
37. On File Customer $476,340
38. On File Customer $471,531
39. On File Customer $470,951
40. On File Customer $444,358
41. On File Customer $436,365
42. On File Customer $433,506
43. On File Customer $424,769
44. On File Customer $421,533
45. On File Customer $416,699
46. On File Customer $395,877
47. On File Customer $387,569
48. On File Customer $385,442
49. On File Customer $384,286
50. Securities and Exchange Litigation Undetermined
Commission
100 Pearl Street, Suite 20-100
New York, New York 10004
Tel: 212-336-1100
BURKE BRANDS: Court OKs Cash Collateral Access Thru June 9
----------------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, authorized Burke
Brands, LLC, dba Don Pablo Coffee, to use the cash collateral of
U.S. Century Bank on an interim basis through June 9, 2023.
The Debtor is permitted to use cash collateral, as defined in 11
U.S.C. section 363(a), including the cash or noncash proceeds of
assets that were not cash collateral on the Petition Date up to the
amounts shown in the Budget, with a 10% variance.
Additionally, on or before June 1, the Debtor is directed to
provide the Lender:
-- a comparison between its projected and actual budget;
-- a projected budget beyond June 9;
-- a list of receivables that have been redirected to its
Debtor-in-Possession account located at Wells Fargo Bank; and
-- a list of receivables expected to be re-directed from its
prepetition bank account to its DIP Account.
As adequate protection for the use of cash collateral, the Lender
is granted valid, perfected replacement liens upon, and security
interests in, the Pre-petition Collateral, to the same extent,
validity and priority as the Lender's existing prepetition liens on
any and all assets including but not limited to all cash generated
post-petition from the Lender's Pre-Petition Collateral.
In the event the Court ultimately determines Velocity Capital Group
or another Merchant Cash Advance company had a valid ownership or
security interest in the Debtor's receivables on December 29, 2022,
VCG or such other MCA will be granted a valid, perfected
replacement lien upon, and security interest in the Receivables, to
the same extent, validity and priority as any ownership interest or
liens of VCG or such other MCA determined by the Court to have
existed prepetition on the Receivables.
These events constitute an "Event of Default":
a. If a trustee is appointed in the Chapter 11 Case;
b. If the Debtor breaches any term or condition of the Order
or any of the Lender's loan documents, other than defaults existing
as of the Petition Date;
c. If the Case is converted to a case under Chapter 7 of the
Bankruptcy Code;
d. If the Case is dismissed; or
e. If any violation or breach of any provision of the Order
occurs.
A continued hearing on the matter is set for June 8 at 11 a.m. by
video conference.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3HVX5V5 from PacerMonitor.com.
The Debtor projects total operating disbursements, on a weekly
basis, as follows:
$166,154 for the week ending May 6, 2023;
$236,896 for the week ending May 13, 2023;
$197,664 for the week ending May 20, 2023; and
$293,161 for the week ending May 27, 2023.
About Burke Brands LLC
Burke Brands LLC -- https://www.burkebrands.com/ -- is a privately
owned coffee company. It does business as Don Pablo Coffee.
Burke Brands LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-19932) on Dec. 30, 2022. In the petition filed by Darron Burke,
as manager, the Debtor reported assets and liabilities between $1
million and $10 million.
Judge Robert A. Mark oversees the case.
Linda Marie Leali has been appointed as Subchapter V trustee.
The Debtor is represented by Aaron A Wernick, Esq., at Wernick Law,
PLLC.
CALLON PETROLEUM: Fitch Puts 'B' LongTerm IDR on Watch Positive
---------------------------------------------------------------
Fitch Ratings has placed the 'B' Long-Term Issuer Default Rating
(IDR) and all issue-level ratings of Callon Petroleum Company
(Callon) on Rating Watch Positive.
The Rating Watch Positive follows the announcement that Callon
plans to divest its Eagle Ford (EF) assets for approximately $655
million and concurrently acquire Percussion Petroleum II for
approximately $475 million (via $265 million in cash and $210
million in equity) and repay reserve-based lending credit facility
(RBL) borrowings.
Pro forma the transactions, Callon will have a Permian-focused
asset base consisting of approximately 145 thousand net acres with
production of 107 thousand barrels of oil equivalent per day
(Mboepd; 58% oil). The pro forma asset base should facilitate
operational and capital synergies along with G&A savings. The
transaction will be immediately accretive to leverage metrics given
the expected repayment of approximately $300 million of revolver
borrowings at close, which should bring post-close mid-cycle EBITDA
leverage below 2.0x.
The Rating Watch will be resolved upon close of the transactions,
which is currently expected to be in early July 2023.
KEY RATING DRIVERS
Credit-Accretive Transactions: Fitch views Callon's announced Eagle
Ford (EF) divestiture and acquisition of Percussion Petroleum II
positively as the contemplated plan will immediately result in
gross debt reduction, improve mid-cycle leverage metrics and the
pro forma asset base will provide a path for further debt
reduction. The approximately $655 million EF divestiture will
sufficiently cover the $265 million cash portion of the purchase
price and related fees and will allow the company to reduce
revolver borrowings by approximately $300 million post-close.
Fitch forecasts pro forma mid-cycle EBITDA leverage below 2.0x with
expectations for further deleveraging as Callon executes on its
$1.5 billion gross debt target in the near and medium term.
Permian-Focused Asset Base: Fitch believes the contemplated
transactions will further solidify Callon's core Permian position,
which should result in operational and capital synergies. The
Percussion acreage, which is currently producing approximately 14
Mboepd, includes approximately 18 thousand net acres in Ward,
Winkler and Loving counties, is 92% operated and contiguous to
Callon's existing Delaware position. Management's expertise in this
region and close proximity to existing acreage should facilitate
operational and capital synergies along with G&A savings.
Positive FCF; Mixed Allocation: Management is guiding toward pro
forma 2023 capex of $960 million-$980 million. This is expected to
result in low-single-digit production growth and positive FCF,
which Fitch believes will be allocated between the newly announced
$300 million share repurchase program through second-quarter 2025
and further debt reduction. Fitch forecasts FCF generation of
approximately $300 million in 2023 at a $80/bbl WTI price.
Sub-2.0x Leverage; Deleveraging Capacity: Fitch forecasts sub-2.0x
pro forma mid-cycle EBITDA leverage, which utilizes Fitch's $50/bbl
WTI oil and $2.75/mcf gas price assumptions, at the company's
post-close gross debt balance of approximately $1.9 billion. Fitch
projects mid-cycle leverage will improve toward 1.5x following
continued debt reduction toward management's stated long-term
target of less than $1.5 billion. Callon also has a
weighted-average maturity profile of approximately 5.5 years, which
reduces refinance and maturity risk.
Reduced Hedge Coverage: Pro forma the transactions, Callon will be
hedging approximately 30% of its oil volumes for second-half 2023,
which is lower than prior years and leaves the company more
susceptible to lower commodity prices. Fitch believes the reduced
hedging is neutral to the credit profile given it is similar to
levels of public peers and is supported by the company's strong
financial flexibility, including low pro forma RBL utilization, FCF
generation and expectation for continued gross debt reduction.
DERIVATION SUMMARY
Callon's 2022 production of 104 mboepd (63% oil) is higher than
Permian peers Moss Creek Resources Holdings, Inc. (B/Stable; 48.8
mboepd in 1Q22, 70% oil), is similar to Earthstone Energy, Inc.
(B+/Stable; 104.8 Mboepd in 4Q22; 45% oil), but smaller than SM
Energy Company (BB-/Stable; 145 Mboepd in 2022; 46% oil). The
company's oil mix of approximately 63% is on the higher end of the
Permian peer average and supports the FCF and margin profiles.
The company's Fitch-calculated unhedged cash netback of $51.7/boe
in 2022 is higher than both Earthstone ($43.3/boe) and SM Energy
($47.0/boe), but lower than Moss Creek given the company's high oil
content.
KEY ASSUMPTIONS
- WTI (USD/bbl) of $80 in 2023, $70 in 2024, $60 in 2025 and $50
thereafter;
- Henry Hub (USD/mcf) of $3.50 in 2023 and 2024, $3.00 in 2025 and
$2.75 thereafter;
- Close of contemplated transactions in early 3Q23;
- Total production of 104 mboepd in 2023 followed by low
single-digit production growth thereafter;
- Capex of approximately $970 million in 2023 with
production-linked increases thereafter;
- Prioritization of forecast FCF between share buybacks and debt
repayment.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch expects to resolve the RWP upon completion of the
contemplated transactions under proposed terms;
- Material FCF generation that leads to gross debt reduction and
RBL utilization under 25%;
- Proactive management of the capital structure and maturity
profile that reduces refinance risks;
- Mid-cycle debt/EBITDA sustained below 2.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Inability to generate FCF or a shift in capital allocation
leading to RBL utilization of 50%-75% heightening liquidity risks;
- Failure to manage the maturity profile and/or additional capital
structure complexity that increases refinance risks;
- Mid-cycle debt/EBITDA sustained above 3.0x.
LIQUIDITY AND DEBT STRUCTURE
As of March 31, 2023, Callon had $3 million of cash and $465
million outstanding under its RBL credit facility. The credit
facility supports a $2.0 billion borrowing base and $1.5 billion of
elected commitments. Pro forma the transactions, Callon is expected
to reduce its RBL borrowings by approximately $300 million with
proceeds from the EF divestiture. Fitch does not expect any
material borrowings under the RBL in the near term and believes the
liquidity profile is further supported by the expectation for
strong FCF generation in 2023. The company's RBL facility was
recently extended to October 2027 in fourth-quarter 2022.
ESG Considerations
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
ISSUER PROFILE
Pro forma the transactions, Callon will have a Permian-focused
asset base consisting of approximately 145,000 net acres with
production of 107,000 barrels of oil equivalent per day.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Callon Petroleum
Company LT IDR B Rating Watch On B
senior secured LT BB Rating Watch On RR1 BB
senior
unsecured LT B+ Rating Watch On RR3 B+
CANNABAMA LLC: Last Deadline to File Plan on June 9
---------------------------------------------------
Judge Henry A. Callaway has entered an order that the case of
CannaBama, LLC is set for a further status conference at 8:30 a.m.
on the court's docket on June 13, 2023, Courtroom 2 West, 113 St.
Joseph Street, Mobile, AL 36602.
The Debtor did not comply with the court's order to file a plan by
April 21, 2023. As discussed on the record at the hearing held on
April 25, 2023, the Debtor must file a plan of reorganization by
June 9, 2023. No further extensions will be granted.
In addition, because the debtor is unable to file a confirmable
plan until all tax returns have been filed, the court intends to
dismiss this case if all tax returns have not been filed before
June 9, 2023.
About Cannabama LLC
CannaBama, LLC, sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Ala. Case No. 22-12479) on Dec. 5,
2022, with up to $50,000 in assets and $100,001 to $500,000 in
liabilities. Judge Henry A. Callaway oversees the case.
The Debtor tapped Barry A. Friedman, Esq., an attorney at Barry A.
Friedman & Associates, PC and Jason Lybrand, an accountant
practicing in Hoover, Ala.
CHENG & COMPANY: Lender Seeks to Prohibit Cash Collateral Access
----------------------------------------------------------------
United Bank asks the U.S. Bankruptcy Court for the District of
Colombia to prohibit Cheng & Company, L.L.C. from using its cash
collateral.
A three-story commercial retail building commonly known as 619 H
Street, NW Washington, D.C. 20001 is the only real estate property
the Debtor owns. The Debtor has an unexpired, four-year-long
Commercial Lease (lessor) with Jumbo Seafood, Inc. and a Sale of
Real Property contract with Ren Yong Cai.
Prior to the Petition Date, United Bank entered into a financing
arrangement with the Debtor. The financing arrangement is evidenced
by a series of loan documents executed and delivered to United Bank
by the Debtor.
United Bank is the owner and holder of the Promissory Note from the
Debtor to United Bank in the original principal amount of $4
million, dated February 15, 2012, as modified by the Allonge
notarized March 12, 2012.
The Debtor's obligations under the Note are secured by, among other
things, the Deed of Trust, Security Agreement, and Assignment of
Contracts, Leases and Rents dated February 15, 2012, recorded in
the land records of the District of Columbia Recorder of Deeds, to
Michael P. Fitzgerald and Jeff Hedderly, covering certain real
property located in the District of Columbia, known for assessment
and tax purposes as Lot 830 in Square 453 and with a street address
of 619 H Street NW, and the improvements located thereon, as
modified by the Deed of Appointment of Substitute Trustee recorded
in the land records of the District of Columbia Recorder of Deeds
on February 1, 2023.
Pursuant to the Deed of Trust, the Debtor (i) granted and conveyed
to the Trustees for the benefit of United Bank title to the
Property; and (ii) absolutely assigned, conveyed, transferred, and
set over to United Bank all contracts, leases and all rents,
revenues, income, profits, and other benefits arising from the use
and enjoyment of all or any portion of the Property.
The Debtor has not obtained United Bank's consent to use the cash
collateral; nor has the Debtor obtained an order of the Court
authorizing such use of the cash collateral.
The Debtor should be prohibited from using the cash collateral
until such time United Bank consents or the Court orders otherwise;
required to segregate the cash collateral in a separate account;
and required to prepare and submit accounts of all cash collateral
to United Bank.
A copy of the motion is available at https://bit.ly/3VBNJ6v from
PacerMonitor.com.
About Cheng & Company
Washington, D.C.-based Cheng & Company, LLC is primarily engaged in
acting as lessors of buildings used as residences or dwellings.
Cheng & Company sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.D.C. Case No. 23-00104) on April 17,
2023. In the petition signed by Anthony C. Cheng, managing member,
the Debtor disclosed $6,202,284 in total assets and $7,954,326 in
total liabilities.
Judge Elizabeth L. Gunn oversees the case.
Ronald J. Drescher, Esq., at Drescher & Associates, PA is the
Debtor's counsel.
CINEWORLD GROUP: Addresses $2.3-Bil. Exit Financing Fight
---------------------------------------------------------
Amelia Pollard of Bloomberg Law reports that Cineworld Group Plc
has secured near unanimous lender support for a bankruptcy exit
financing package that will provide the theater chain with $2.3
billion, easing its path out of Chapter 11 protection.
The latest version of the deal, which brought a group of minority
lenders that includes Avenue Capital Management and Jefferies
Leveraged Credit Products LLC into a so-called backstop agreement
for the financing, now has support from 99% of lenders, according
to Josh Sussberg, an attorney for Cineworld.
About Cineworld Group
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the United States.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt. Judge Marvin
Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsels; PJT Partners, LP as investment banker;
AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP
as tax services provider. Kroll Restructuring Administration, LLC
is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23,
2022. The committee tapped Weil, Gotshal & Manges, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI
Consulting, Inc., as financial advisor; and Perella Weinberg
Partners, LP as investment banker.
CINEWORLD GROUP: Unsecureds to Get Up To 4.8% in Standalone Plan
----------------------------------------------------------------
Cineworld Group PLC, et al., submitted a Second Amended Disclosure
Statement relating to the Second Amended Joint Chapter 11 Plan of
Reorganization.
Recognizing the need to pursue a more comprehensive restructuring
solution, in August 2022, the Debtors began preparations for the
commencement of these Chapter 11 Cases. In the lead up to the
Petition Date, the Debtors negotiated with certain of their
then-current lenders regarding the terms of a debtor-in-possession
financing facility. These negotiations resulted in entry into a
$1.935 billion superpriority, senior secured, multi-draw priming
term loan facility (the "DIP Facility").
While the Debtors received indicative proposals for strategic
transactions involving the Debtors' entire business (including
their businesses in the United States, the United Kingdom, and
Ireland) (a "WholeCo Transaction"), none of these proposals
involved an all-cash bid for the entire business. The Debtors and
their advisors held meetings with such bidders and provided the
bidders with requested diligence. However, the Debtors and the Ad
Hoc Group jointly determined that, absent an all-cash bid
significantly in excess of the valuation underpinning the
transactions set forth in the Restructuring Support Agreement, the
Debtors would not continue the process towards completion of a
WholeCo Transaction. After evaluating the indications of interest
received through the first phase of the Marketing Process, the
Debtors, in conjunction with the Ad Hoc Group, determined that the
Marketing Process should continue with a focus on Cineworld's "Rest
of World" business encompassing its operations in Bulgaria, Czech
Republic, Hungary, Israel, Poland, Romania, and Slovakia. More
specifically, the proposals contemplated an acquisition of Debtor
Crown UK HoldCo Limited's equity interests in Crown NL Holdco BV
(such interests, the "RoW Equity"). Accordingly, the Debtors and
PJT initiated a second phase of the Marketing Process with the goal
of eliciting binding bids for the sale of the RoW Equity by a
deadline of April 10, 2023 (the "Bid Deadline"). While the Debtors
received several bids ahead of the Bid Deadline, the proposals
received did not reach the value required by the Ad Hoc Group to
pursue a sale of the RoW Equity. Accordingly, the Debtors and the
Ad Hoc Group have jointly terminated the Marketing Process.
In parallel with administering the Marketing Process, the Debtors
continued negotiations with the Ad Hoc Group with respect to a
standalone restructuring transaction. In early February, following
a lengthy diligence process, the Debtors received a response to the
standalone restructuring proposal they provided to the Ad Hoc
Group. On April 2, 2023, after extensive hard-fought, arm's-length
negotiations, the Debtors and the Consenting Creditors entered into
the Restructuring Support Agreement, the terms of which are
embodied in the Plan and the Disclosure Statement.
The Plan provides for a comprehensive restructuring transaction
that will (a) reduce the Debtors' funded indebtedness by
approximately $4.53 billion through an equitization of the Allowed
Legacy Facilities Claims, (b) raise $800 million in aggregate gross
proceeds through the Direct Equity Allocation and the Rights
Offering, which is fully backstopped by the Equity Capital Raising
Parties, to fund the costs associated with the Debtors' emergence
from these Chapter 11 Cases with any remainder to be used for
general corporate purposes, (c) provide the Debtors with $1.46
billion, net of any original issuance discount (subject to downward
adjustment based upon the net sale proceeds realized through any
Partial Sale), in exit debt financing, which would be raised either
through a comprehensive third-party financing process or through an
exit debt facility provided by the Sponsored Facility Capital
Raising Parties, and (d) provide the Debtors with the ability to
enter into an up to $200 million in exit revolver financing, in
each case, to fund the Debtors' go-forward business operations.
Critically, the RSA reflects a global settlement reached between
the Debtors, the Ad Hoc Group, the Consenting Creditors, and the
Creditors' Committee (the "Committee Settlement"). Among other
things, the Committee Settlement provides that the Plan will
establish a post-Plan effective date litigation trust (the
"Litigation Trust"). In accordance with the Committee Settlement,
on the Plan Effective Date, the Debtors incorporated in the United
States will transfer, or will cause to be transferred, to the
Litigation Trust (a) $10 million in Cash, (b) all of their rights,
title, and interests in the Estate's claims under the class action
lawsuit captioned In re Payment Card Interchange Fee and Merchant
Discount Antitrust Litigation, MDL 1720 (MKB) (JO) (E.D.N.Y.) and
under any such similar class action against credit card issuers
arising from similar allegations as those set forth in the
Interchange Litigation (the "Interchange Litigation," and such
claims, the "Interchange Litigation Claims") as may be identified
on or after the Effective Date, and (c) $500,000 in Cash for the
administration of the Litigation Trust, including the disposition
of the Interchange Litigation Claims and the reconciliation of
General Unsecured Claims held by beneficiaries of the Litigation
Trust for purposes of distributions. Holders of Allowed General
Unsecured Claims shall, in accordance with the allocation
determined by the Creditors' Committee, receive their allocable
share of (a) $10 million in Cash and (b) interests in the
Litigation Trust representing a right to recovery of (i) the first
$5 million of Cash recovered by the Litigation Trust from the
Interchange Litigation Claims and (ii) 50% of any Cash recovered in
excess of $5 million in connection with such claims. In addition,
the Plan provides for the payment of the reasonable and documented
expenses of BNY Mellon Corporate Trustee Services Limited, in its
capacity as indenture trustee for the Convertible Bonds, in an
amount not to exceed $700,000. Further, as part of the Committee
Settlement, (a) the Holders of Legacy Facilities Claims will not
receive any recovery on account of their deficiency claims and any
adequate protection claims for diminution of value beyond what is
set forth in Article III.F of this Disclosure Statement for "Class
4 Legacy Facilities Claims" and (b) all Avoidance Actions will be
released and waived under the Plan.
Under the Plan, Class 5A General Unsecured Claims Against the Class
5A Debtors total $1.41 billion to $1.45 billion. Each Holder of an
Allowed General Unsecured Claim in Class 5A will receive its
applicable share of the GUC Recovery Pool. Creditors will recover
0.3 to 0.5% of their claims. Class 5A is impaired.
Class 5B General Unsecured Claims Against the Class 5B Debtors
total $224.4 million to $916.4 million. Each Holder of an Allowed
General Unsecured Claim in Class 5B will receive its Pro Rata share
of 60% of the GUC Recovery Pool. Creditors will recover 0.7% to
4.8% of their claims. Class 5B is impaired.
The Debtors and the Reorganized Debtors, as applicable, shall fund
distributions under the Plan with (1) proceeds from the Exit First
Lien Facility, (2) proceeds from the Direct Equity Allocation and
Rights Offering, (3) the New Common Stock, and (4) Cash on hand.
The 3018 motion deadline will be on May 25, 2023 at 5:00 p.m.
(prevailing Central Time). The Plan supplement filing deadline
will be on May 26, 2023. The voting deadline will be on June 8,
2023 at 5:00 p.m. (prevailing Central Time). The Plan and
Disclosure Statement objection deadline will be on June 8, 2023 at
5:00 p.m. (prevailing Central Time). The deadline to file voting
report will be on June 11, 2023 at 12:00 p.m. (prevailing Central
Time). The confirmation hearing date will be on June 12, 2023 at
8:00 a.m. (prevailing Central Time), or such other date as may be
scheduled by the Bankruptcy Court.
Co-Counsel to the Debtors:
Joshua A. Sussberg, Esq.
Ciara Foster, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: joshua.sussberg@kirkland.com
ciara.foster@kirkland.com
- and -
Matthew D. Cavenaugh, Esq.
Rebecca Blake Chaikin, Esq.
Veronica A. Polnick, Esq.
Vienna Anaya, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
E-mail: mcavenaugh@jw.com
rchaikin@jw.com
vpolnick@jw.com
vanaya@jw.com
A copy of the Second Amended Disclosure Statement dated April 26,
2023, is available at https://bit.ly/3Vg2vQ3 from Kroll, the claims
agent.
About Cineworld Group
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the United States.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt. Judge Marvin
Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsels; PJT Partners, LP as investment banker;
AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP
as tax services provider. Kroll Restructuring Administration, LLC
is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23,
2022. The committee tapped Weil, Gotshal & Manges, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI
Consulting, Inc., as financial advisor; and Perella Weinberg
Partners, LP as investment banker.
CORNERSTONE ONSITE: Trustee Taps Chamberlain as Special Counsel
---------------------------------------------------------------
Jarrod Martin, Subchapter V trustee for Cornerstone Onsite, LLC,
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Chamberlain Hrdlicka White Williams &
Aughtry, P.C. as special counsel.
The trustee requires legal assistance to analyze a creditor's lien
to help the Debtor facilitate the development of a consensual plan
of reorganization.
Chamberlain will be paid at these rates:
Attorneys $545 per hour
Paralegals $310 per hour
As disclosed in court filings, Chamberlain is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jarrod B. Martin
Chamberlain Hrdlicka White Williams & Aughtry, P.C.
1200 Smith Street, Suite 1400
Houston, TX 77002
Tel: (713) 658-1818
Fax: (713) 658-2553
Email: jbm.trustee@chamberlainlaw.com
About Cornerstone Onsite
Cornerstone Onsite, LLC, doing business as Dent Well, is a dental
services organization and operates or manages 13 dental offices and
one mobile unit in Texas, California, North Carolina and Utah. Its
central business office is at 7575 San Felipe St., Suite 101,
Houston, Texas.
The company does not own the dental practices it manages. Rather,
the dental practices are owned by four separate dental entities
(one for each state) and operate under management agreements with
the company. The owners of those dental entities are dentists and
neither the dental entities nor the dentists have filed
bankruptcy.
Cornerstone Onsite sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30949) on March 17,
2023, with approximately $1.8 million in assets and $4.6 million in
debt. Jarrod B. Martin has been appointed as Subchapter V trustee.
Judge Jeffrey P. Norman oversees the case.
John Akard Jr., Esq., at Coplen & Banks, PC, represents the Debtor
as legal counsel.
COX OPERATING: Considers Bankruptcy Filing If Talks Fail
--------------------------------------------------------
Rachel Butt of Bloomberg News reports that Cox Operating LLC, the
closely held oil producer founded by fourth-generation oilman Brad
Cox, is weighing filing for bankruptcy if restructuring talks with
creditors fail, according to people with knowledge of the
situation.
The company has been attempting to reach an agreement with its
creditors that could avert a filing or liquidation, said the
people, who asked not to be identified because discussions are
private. The talks, which center on reducing or deferring payments
to investors and vendors, aren't final and plans could change, the
people added.
About Cox Operating LLC
Cox Operating LLC provides offshore drilling services. The Company
extracts oil from wells from offshore Florida to Texas.
CRESTWOOD HOSPITALITY: Cash Collateral Access OK'd Thru July 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
Ninth Stipulated Interim Order Authorizing the Use of Cash Claimed
As Collateral entered into by Crestwood Hospitality, LLC and CIT
Bank, N.A., successor by merger to Mutual of Omaha Bank.
The parties agree that the Debtor is authorized to use cash,
revenues and proceeds to pay the expenses in accordance with the
budget, with a 10% variance, through July 31, 2023.
On July 14, 2016, the Debtor entered into a Loan Agreement with the
Bank for a loan in the original principal amount of $6.86 million
as presently evidenced by, among other things, the Promissory Note
dated July 14, 2016, executed by the Debtor in connection with the
Loan. As security for repayment of the Loan, the Debtor executed a
Deed of Trust, Assignment of Rents, Security Agreement and
Financing Statement for the benefit of the Lender, dated July 14,
2016, and recorded on July 14, 2016 at Sequence No. 20161960300,
records of Pima County, Arizona.
As of the Petition Date, the Lender asserts the Debtor owed it for
the Loan obligations in the principal amount of $6.248 million,
plus accrued an accruing interest, late charges, attorneys' fees,
costs, and all other amounts recoverable under the Loan Documents
and applicable law.
Unless extended further with the Lender's prior written consent,
the authorization granted to the Debtor under the Order will
automatically terminate upon the earliest of:
(i) the end of business on July 31, 2023, unless Lender agrees
in writing and in its sole discretion to a later date;
(ii) the date upon which the Debtor is no longer a
debtor-in-possession in the Bankruptcy Case or is otherwise limited
or excluded from the management and operation of its assets
(through the appointment of a trustee or an examiner under the
Bankruptcy Code, or through the appointment of some other type of
fiduciary or custodian under federal or state law) (this provision
does not include the management and operation of the Hotel through
a management company retained by the Debtor);
(iii) the granting of stay relief to any party that claims an
interest in the Collateral, other than Lender;
(iv) the filing by the Debtor of any motion which seeks to
grant to a party other than Lender a lien or security interest
equal or senior to the liens and security interests held by Lender
in the Collateral and any replacement Collateral; and
(v) the date the Debtor ceases to operate its business with
respect to the Collateral.
As adequate protection for the Debtor's use of cash collateral, the
Lender is granted a replacement lien and security interest in the
post-petition assets of the Debtor against which the Lender holds
valid, properly perfected, and enforceable liens, to the extent,
and in the order and priority, determined by the Bankruptcy Court
after further proceedings. Any post-petition lien or security
interest will be deemed effective and automatically perfected as of
the Petition Date without the necessity of the Lender taking any
further action.
To the extent the protections granted to the Lender do not provide
it with adequate protection of its interest, the Lender may seek,
upon notice and with opportunity to object, a super-priority
administrative expense claim under Bankruptcy Code section 507(b)
as necessary to compensate the Lender fully for the use of the
Lender's Collateral and cash collateral by the Debtor.
A copy of the Court's order and the Debtor's budget is available
for free at https://bit.ly/428XHyq from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$249,482 for May 2023;
$225,765 for June 2023; and
$234,399 for July 2023.
About Crestwood Hospitality LLC
Crestwood Hospitality LLC, operates the Holiday Inn Express &
Suites Tucson Mall, an "all suite" hotel built in 2004, pursuant to
a license agreement with Holiday Hospitality Franchising, LLC.
Crestwood filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
21-03091) on April 23, 2021. In the petition signed by Sukhbinder
Khangura, its member and vice president, the Debtor estimated
between $1 million and $10 million in assets, and between $10
million and $50 million in liabilities.
Sacks Tierney P.A., represents the Debtor as counsel.
Judge Brenda Moody Whinery is assigned to the case.
CURARE LABORATORY: Taps Stites & Harbison as Special Counsel
------------------------------------------------------------
Curare Laboratory, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Kentucky to employ Stites &
Harbison, PLLC as special counsel.
The Debtor needs the firm's legal assistance in connection with
matters related to interested party, Dr. Praveen Arla, and
other matters in which its bankruptcy counsel, Kaplan Johnson Abate
& Bird, LLP, may have a conflict of interest.
Stites & Harbison will be paid an advance retainer of $10,000 and
an hourly fee of $370.
As disclosed in court filings, Stites & Harbison is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Brian R. Pollock, Esq.
Alisa Micu, Esq.
Stites & Harbison, PLLC
400 West Market Street, Suite 1800
Louisville, KY 40202-3352
Telephone: (502) 587-3400
Email: bpollock@stites.com
amicu@stites.com
About Curare Laboratory
Curare Laboratory LLC, a medical laboratory in Louisville, Ky.,
filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 21-31588) on July 29,
2021, with up to $50,000 in assets and up to $500,000 in
liabilities. Tyler Burke, manager, signed the petition.
Judge Charles R. Merrill oversees the case.
Kaplan Johnson Abate & Bird, LLP and Stites & Harbison, PLLC serve
as the Debtor's bankruptcy counsel and special counsel,
respectively.
CWI CHEROKEE: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, authorized CWI Cherokee LF LLC to use cash
collateral on a final basis, in accordance with the budget.
The Debtor has an immediate need to access prepetition collateral,
including cash collateral, in order to, among other things, (i)
permit the orderly continuation of its business, (ii) pay certain
Adequate Protection Payments; (iii) pay the costs of administration
of its estate and satisfy other working capital and general
corporate purposes of the Debtor; and (iv) engage in a sale process
for the assets of the Debtor's estate.
The Debtor is A lessee under the Lease Agreement, dated June 23,
2020, between the Solid Waste Disposal Authority of the Cities of
Muscle Shoals, Sheffield, and Tuscumbia, Alabama, as Lessor, and
the Debtor. The Authority assigned all of its interest in the
Lease to UMB Bank, N.A., as Bond Trustee in connection with the
Authority's issuance of certain bonds. The Debtor absolutely and
unconditionally guaranteed to the Bond Trustee, for the benefit of
the beneficial holders of the Bonds, the full and prompt payment of
principal and interest on the Bonds, pursuant to the Guaranty
Agreement dated June 23, 2020, between the Debtor and the Prior
Trustee.
Specifically, UMB Bank is the successor trustee under the Trust
Indenture dated June 23, 2020, by and between Solid Waste Disposal
Authority of the Cities of Muscle Shoals, Sheffield, and Tuscumbia,
Alabama, and Regions Bank, as original trustee, pursuant to which
the Authority issued $14.1 million Solid Waste Disposal Revenue
Bonds (Cherokee Industrial Landfill Project) Series 2020-A and
$4.53 million Taxable Solid Waste Disposal Revenue Bonds, Series
2020-B.
As of the Petition Date, the Debtor was indebted to the Bond
Trustee, as follows:
(i) unpaid principal on the Bond in the amount of $18.340
million;
(ii) unliquidated, accrued and unpaid fees and expenses of the
Bond Trustee and its professionals incurred through the Petition
Date; and
(iii) any applicable premiums, indemnities and all other
obligations arising under or related to the Bond Documents through
the Petition Date.
The Bond Trustee holds a valid, enforceable, binding, nonavoidable
and perfected lien on assets of the Debtor.
As adequate protection, the Bond Trustee is granted valid, binding,
enforceable, and perfected replacement liens upon and security
interests in all Collateral.
The Bond Trustee is granted an allowed superpriority administrative
expense claim in the Case. The Bond Trustee's Adequate Protection
Superpriority Claims will have priority over all administrative
expense claims and unsecured claims against the Debtor and its
estate now existing or hereafter arising, of any kind or nature
whatsoever.
The Debtor is required to comply with these milestones:
a. On or before May 8, 2023, entry of an order approving the
Debtor's retention of an investment banker or financial advisor
acceptable to the Bond Trustee, which retention will be solely for
the purpose of marketing and selling to an entity controlled and
majority owned by a third party all or substantially all of the
Debtor's assets or the Debtor's equity interests, in either case
through a court approved sale transaction;
b. On or before May 8, 2023, filing of bid procedures and sale
motions with respect to the Sale Transaction, including form bid
procedures and sale orders, each in form and substance acceptable
to the Bond Trustee, including with respect to any breakup
protections;
c. On or before May 30, 2023, entry of an order approving a
proposed bid procedures order in form and substance acceptable to
the Bond Trustee;
d. On or before July 11, 2023, selection and designation of a
stalking horse bidder, acceptable to the Bond Trustee, with no
diligence out;
e. The deadlines for submitting bids in connection with the
Sale Transaction will be July 28, 2023;
f. On or before August 9, 2023, the Court will hold a sale
hearing on the Sale Transaction;
g. On or before August 11, 2023, entry of an order approving
the Sale Transaction in form and substance acceptable to the Bond
Trustee;
h. On or before August 14, 2023, closing of the Sale
Transaction.
The Debtor's authorization to use cash collateral will
automatically terminate on the date that is the earlier of
(i) August 14, 2023;
(ii) the effective date of any chapter 11 plan with respect to
the Debtor confirmed by the Court;
(iii) the date on which all or substantially all of the assets of
the Debtor are sold in a sale under any chapter 11 plan or pursuant
to section 363 of the Bankruptcy Code,
(iv) the occurrence of a Termination Event, or
(v) five business days from the date on which written notice of
the occurrence of any other Termination Event is given (which
notice may be given by email or other electronic means) by the Bond
Trustee to counsel to the Debtor, the U.S. Trustee, and counsel to
the Authority.
The Termination Events include:
a. The Debtor's failure to perform any of its obligations
under the Order or its failure to comply with any of the terms or
conditions of the Order;
b. The Debtor failing to meet any Milestone;
c. The Debtor filing any plan of reorganization contemplating
impairment of the Bond Trustee's claim;
d. The Debtor objecting to, delaying, impeding, or taking any
other action to interfere with the implementation of the Sale
Transaction; and
e. The Debtor taking any action that is inconsistent in any
material respect with, or is intended to frustrate or impede
approval, implementation, or consummation of the Sale Transaction.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/416W6YU from PacerMonitor.com.
The Debtor projects total cash expenses, on a weekly basis, as
follows:
$344,084 for May 4, 2023;
$317,699 for May 11, 2023;
$511,450 for May 18, 2023; and
$511,450 for May 25, 2023.
About CWI Cherokee LF
CWI Cherokee LF, LLC is an Atlanta-based company that provides
waste treatment and disposal services.
CWI Cherokee LF filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-52262) on March 7, 2023, with $10 million to $50 million in both
assets and liabilities.
Judge Sage M. Sigler oversees the case.
John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP
represents the Debtor as counsel.
DFW BOAT: Continued Operations to Fund Plan Payments
----------------------------------------------------
DFW Boat Specialists LLC filed with the U.S. Bankruptcy Court for
the Eastern District of Texas a Plan of Reorganization.
The Debtor was formed in September of 2020. The Debtor business
began as a boat repair business. Over time, the Debtor was
approached about selling vehicles. In February 2022, the Debtor
started AR Motors as an assumed name and began selling vehicles.
The Debtor filed this case on February 22, 2023 and has been able
to continue operations albeit in a different manner than when it
filed. As a result of the inability to receive any cooperation from
the floor planner, the Debtor has had to reduce its footprint, and
move into automobile and boat repairs. Fortunately, these area have
proved profitable.
The Debtor continued to sell it reaming inventory and those
vehicles that were not financed by the floor planners. The Debtor
intends to continue operations. It is anticipated that after
confirmation, the Debtor will continue in business. Based upon the
projections, the Debtor believes it can service the debt to the
creditors.
Class 7 consists of Allowed Non-insider Unsecured Claims. All
Allowed Non-Insider Unsecured creditors shall share pro rata in the
unsecured creditors pool. The Debtor shall make monthly payments
commencing 30 days after the effective date of $1,500 into the
unsecured creditors' pool. The amount represents the Debtor's
disposable income. The Debtor shall make distributions to the Class
7 creditors every 90 days commencing 90 days after the first
payment into the unsecured creditors pool. The Debtor shall make 36
payments into the unsecured creditors pool. The Class 7 creditors
are impaired.
Class 8 consists of Allowed Insider Unsecured Creditor Claims. The
Allowed Insider Unsecured Claims shall receive no distribution
under this Plan. The Class 8 Creditors are impaired under this
Plan.
Class 9 consists of current owners. The current owners will receive
no payments under the Plan, however, they will be allowed to retain
their ownership in the Debtor. Class 9 Claimants are not impaired
under the Plan.
Debtor anticipates the continued operations of the business to fund
the Plan.
A full-text copy of the Plan of Reorganization dated May 4, 2023 is
available at https://bit.ly/3M4MMjT from PacerMonitor.com at no
charge.
Proposed Attorneys for Debtor:
Eric A. Liepins
ERIC A. LIEPINS, P.C.
12770 Coit Road
Suite 850
Dallas, Texas 75251
Ph. (972) 991-5591
Fax (972) 991-5788
About DFW Boat Specialists
DFW Boat Specialists, LLC, operates a motor vehicle dealership and
repair shop in Denton, Texas. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No.
23-40316) on February 22, 2023. In the petition signed by Richard
Gay, managing member, the Debtor disclosed up to $50,000 in assets
and up to $1 million in liabilities.
Judge Brenda T. Rhoades oversees the case.
Eric A. Liepins, Esq., at Eric A. Liepins PC. represents the Debtor
as legal counsel.
DGS REALTY: Court OKs Cash Collateral Access Thru June 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized DGS Realty, LLC to use the cash collateral of PHH
Mortgage Services, acting as servicer for U.S. Bank National Trust
Association, as Trustee for Lehman Brothers Small Balance
Commercial Mortgage Pass Through Certificates, Series 2006-3.
The Debtor is permitted to use and expend the proceeds of cash
collateral to pay the costs and expenses incurred in the ordinary
course of its business during the period from May 1 through June
30, 2023, or the date on which the Court enters an order revoking
the Debtor's right to use cash collateral in accordance with the
budget.
The Debtor will pay PHH Mortgage its monthly payment of $6,750,
plus real estate tax escrow in the amount of $3,066, each month,
pending further Court order.
The Debtor will pay the U.S. Small Business Administration its
monthly payment of $376, pending further Court order.
Absent the Court's entry of a further order extending
authorization, the Debtor's access to use cash collateral will
terminate upon the earliest of:
a. the last day of the Use Period;
b. the earliest date on which a final hearing on cash
collateral requirements can be held under the notice and service
requirements of Bankruptcy Rules 4001(b) and (d) and 7004(h);
c. appointment of a Trustee pursuant to Bankruptcy Code
Section 1104;
d. conversion of the Debtor's case to one under Chapter 7 of
the Bankruptcy Code;
e. dismissal of the Debtor's case; or
f. entry of an order granting a Motion for Relief from
Automatic Stay with respect to any property that is PHH Mortgage's
collateral.
A hearing on the Debtor's further use of cash collateral is
scheduled for June 21 at 11 a.m.
A full-text copy of the Court's order and the Debtor's budget for
the period from May to June 30, 2023, is available at
https://bit.ly/3njy2UO from PacerMonitor.com.
The Debtor projects $99,010 in total income and $10,192 in total
expenses for May 2023 and $99,194 in total income and $10,191 in
total expenses for June 2023.
About DGS Realty
Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate
limited liability company. Formed around May 10, 2017, the company
is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory
A. Booth, each having a 1/3 interest.
DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No.
22-10028) on January 24, 2022. In the petition signed by David H.
Booth, the manager, the Debtor estimated assets and debts between
$1 million and $10 million.
Judge Bruce A. Harwood oversees the case.
Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at
Victor W. Dahar Professional Association.
DIAMOND SPORTS: Wants More Time to Address MLB Streaming Fight
--------------------------------------------------------------
James Nani of Bloomberg Law reports that Diamond Sports Group LLC,
a bankrupt unit of Sinclair Broadcast Group, said it needs more
time to resolve its dispute with Major League Baseball over game
streaming before a review on the fate of their broader telecasting
contracts.
Resolving a dispute over whether Diamond Sports can offer
direct-to-consumer streamed games for nine MLB teams is "critical"
to the Chapter 11 reorganization, the company said in an April 28,
2023, filing with the US Bankruptcy Court for the Southern District
of Texas.
The Debtors filed an omnibus objection to the (i) Emergency Joint
Motion Of Major League Baseball And Certain Major League Baseball
Clubs To Compel Performance Under Telecast Rights Agreements, Or,
In The Alternative, To Compel Assumption Or Rejection Of Telecast
Rights Agreements And For Relief From The Automatic Stay; (ii)
Emergency Motion Of AZPB Limited Partnership To Compel Debtors To
Perform Under The Telecast Rights Agreement, Or, In The
Alternative, To Compel Assumption Or Rejection Of The Telecast
Rights Agreement And Relief From The Automatic Stay, filed under
seal on April 6, 2023 (the "Diamondbacks Motion"); and (iii)
Rangers Baseball Express LLC's Joinder To Major League Baseball And
Certain Major League Baseball Clubs' (I) Limited Objection To The
Debtors’ Emergency Motion To Use Cash Collateral And (II) Motion
To Compel Performance.
Less than 45 days into these cases, MLB and the Teams filed the
Motions, seeking to compel either immediate payment of all
contractual fees under the Telecast Rights Agreements or the
Debtors to immediately assume or reject such contracts, as well as
relief from the automatic stay, on the basis of non-payment.
The Debtors assert that the Court should deny these requests and
allow the Debtors the chance to effectively reorganize their
business through these proceedings and deny the Motions for two
reasons:
* First, the Debtors should be afforded the chance to utilize
the "breathing spell" of the automatic stay to make decisions about
their portfolio of executory contracts. Negotiations around these
agreements are part of a broader discussion with MLB and its teams,
and there are active disputes concerning the agreements. These
issues should be resolved before the Debtors have to make the
critical business decisions required to assume or reject the
Telecast Rights Agreements.
* Second, pending the assumption or rejection of the Telecast
Rights Agreements, the Debtors are only required to pay for the
"reasonable value" of what they receive under the contracts. While
the contract rate is presumptively the "reasonable value," the
Debtors intend to show that these contracts are priced well above
their current market value.
About Diamond Sports Group
Diamond Sports Group, LLC operates as a sports marketing company.
The Company offers seminars, combine, speed and agility
assessments, recruiting tools, and online training sessions for
sports including football, baseball, soccer, and basketball.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 23-90116) on March 14, 2023. In the petition filed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
the Debtor listed estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped PORTER HEDGES LLP as general bankruptcy counsel;
WILMER CUTLER PICKERING HALE AND DORR LLP as conflicts counsel;
ALIXPARTNERS, LLP, as financial advisor; and MOELIS & COMPANY LLC
and LIONTREE ADVISORS LLC as investment bankers. KROLL
RESTRUCTURING ADMINISTRATION LLC is the claims agent.
DUNBAR PARTNERS: Unsecured Creditors Will Get 100% of Claims
------------------------------------------------------------
Dunbar Partners BSD, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of New York an Amended Disclosure Statement
for Plan of Reorganization dated May 4, 2023.
The Debtor is a limited liability company currently under contract
to purchase the real property and improvements thereon located at
2802 Frederick Douglass Boulevard, New York, New York 10039
("Property").
The Property is currently owned by Dunbar Owner LLC. Prior to the
Commencement Date, on July 29, 2022, the Debtor and Dunbar Owner
entered into a contract for the Debtor to acquire the Property for
a purchase price of $96,000,000. Debtor and Dunbar Owner entered
into a first amendment to the contract dated August 17, 2022 and a
second amendment to the contract dated August 26, 2022 pursuant to
which the purchase price was reduced to $92,500,000.00 (referred to
as the "Contract of Sale").
Prior to filing the Plan, the Debtor and Dunbar Owner negotiated
and entered into the Stipulation Agreeing to Extend the Time to
Close Under the Contract For the Sale of Real Property
("Stipulation") which amended the Contract of Sale to, among other
things, extend the Debtor's ability to close on the Contract of
Sale through May 31, 2023, reduce the purchase price to
$86,750,000. Under the Assignment Agreement, the Assignee will pay
to the Debtor cash in an amount sufficient to fund the Plan,
including the payment of all General Unsecured Claims,
Administrative Claims and Professional Fees.
Under the Closing for the Contract of Sale, in addition to paying
for the assignment of the Contract of Sale, the Assignee will
satisfy the purchase price, as adjusted, pursuant to the Contract
of Sale, as amended, and as further amended by and pursuant to the
Stipulation and acquire title to the Property. Absent the
contemporaneous assignment and closing, the Debtor will not have
sufficient funds to consummate its Plan.
Class 1 consists of Allowed General Unsecured Claims against the
Debtor. Except to the extent that a holder of an Allowed General
Unsecured Claim against the Debtor has agreed to different or less
favorable treatment of such Claim, each holder of an Allowed
General Unsecured Claim shall receive on the Effective Date, Cash
in the full amount of such Allowed General Unsecured Claim plus
interest at the federal judgment rate payable from the Sale
Proceeds in full and final satisfaction of such Allowed General
Unsecured Claim. Class 1 is Unimpaired. The allowed unsecured
claims total $89,834,000. This Class will receive a distribution of
100% of their allowed claims.
Class 2 consists of Interests in the Debtor. On the Effective Date,
in connection with the Closing, the Interest Holder shall receive
$25,000.00 from the Assignee ("Interest Holder Payment"). The
Interest Holder Payment shall be the only consideration that the
Interest Holder and any of its affiliates receive in connection
with this chapter 11 case. For the avoidance of doubt, other than
the Interest Holder Payment, Preston Court Shares, LLC and David
Goldwasser shall not receive, directly or indirectly, any
consideration in connection with this chapter 11 case or the
transactions contemplated by the Plan. In particular, Preston Court
Shares, LLC and David Goldwasser shall not receive any direct or
indirect equity interests in the Assignee or the Property. Class 2
is Unimpaired.
The funds generated by the sale and the Assignment Agreement
constitute the sources for the Plan payments.
The balance of the purchase price under the Contract of Sale and
amounts necessary to fund the Plan will be satisfied from a
combination of (i) cash provided by Assignee; (ii) the three
million ($3,000,000) contract deposit ("Deposit") provided by the
Debtor under the Contract of Sale; and (iii) the assumption by
Assignee of the MF1 Capital LLC (together with its affiliates,
"MF1") mortgage debt (upon payment by Dunbar Owner of the
$3,000,000 Deposit to MF1 in reduction of the existing mortgage
loan and as amended between Assignee and MF1).
A full-text copy of the Amended Disclosure Statement dated May 4,
2023 is available at https://bit.ly/3M4nceD from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Fred Ringel, Esq.
Lori Schwartz, Esq.
Clement Yee, Esq.
Leech Tishman Robinson Brog, PLLC
875 Third Avenue, 9th Floor
New York, NY 10022
Phone: 212-603-6300
Fax: 212-956-2164
Email: fringel@leechtishman.com
About Dunbar Partners BSD
Dunbar Partners BSD, LLC, is a Brooklyn-based company engaged in
activities related to real estate.
Dunbar Partners BSD filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-40575) on Feb. 21, 2023, with $95,500,000 in assets and
$92,395,000 in liabilities. Judge Nancy Hershey Lord oversees the
case.
Fred R. Ringel, Esq., at Leech Tishman Robinson Brog, PLLC and
Jeffrey Zwick & Associates PC serve as the Debtor's bankruptcy
counsel and special real estate counsel, respectively.
DUNBAR PARTNERS: Unsecureds Owed $89.8M Unimpaired in Plan
----------------------------------------------------------
Dunbar Partners BSD LLC submitted a Plan of Reorganization and a
Disclosure Statement.
Prior to the Commencement Date, on July 29, 2022, the Debtor and
Dunbar Owner entered into a contract for the Debtor to acquire the
Property for a purchase price of $96,000,000. The Debtor and
Dunbar Owner entered into a first amendment to the contract dated
August 17, 2022 and a second amendment to the contract dated August
26, 2022 pursuant to which the purchase price was reduced to
$92,500,000 (the "Contract of Sale"). Pursuant to the Contract of
Sale, Madison Title Agency as Escrowee is holding a $3,000,000
deposit to be applied at Closing to the purchase price. The
Contract of Sale contains a "time of the essence" closing deadline
of November 29, 2022, as to the Debtor, but which closing deadline
was subject to adjournment by Dunbar Owner.
Pursuant to a letter dated Dec., 2, 2022, Dunbar Owner asserted
that the Debtor was in default of its obligations under the
Contract including (1) failing to close on the transaction and (2)
failing to fully fund the required deposit. The December 2, 2022
letter purported to terminate the Contract of Sale and demanded a
release of the deposit to Dunbar Owner. By letter dated December 2,
2022, Debtor rejected Dunbar Owner's default letter and asserted
that Dunbar Owner was not ready, willing and able to close and that
the Contract of Sale remained in full force and effect.
On January 18, 2023, Dunbar Owner sent another default letter to
Debtor and demanded a closing take place in accordance with the
Contract of Sale on February 22, 2023, TIME BEING OF THE ESSENCE.
The Debtor sought the protections afforded it by the Bankruptcy
Code, including, but not limited to, the provisions of Section
108(b) of the Bankruptcy Code, which extended the February 22, 2023
closing deadline for 60 days, through and including April 24, 2023,
so that the Debtor could obtain additional time to close on the
Contract of Sale.
Prior to filing the Plan, the Debtor and Dunbar Owner negotiated
and entered into the Stipulation Agreeing to Extend the Time to
Close Under the Contract For the Sale of Real Property
("Stipulation") which amended the Contract of Sale to, among other
things, extends the Debtor's ability to close on the Contract of
Sale through May 31, 2023, reduced the purchase price to
$86,750,000, consents to the assignment of the contract of sale to
a designated assignee, requires the Debtor to pay per diem interest
under the Seller's existing mortgage loan from May 1, 2023 until a
closing, and requires the Debtor to pay any transfer taxes imposed
in connection with the Contract of Sale. The Stipulation is pending
approval by the Bankruptcy Court. Parties in interest are referred
to the Debtor's motion for approval of the Stipulation for further
detail.
Assuming the Bankruptcy Court grants the Debtor's motion to approve
the stipulation to extend time to Close, the Debtor will seek to
confirm its Plan. On the Effective Date, the Closing will take
place and the Debtor and the Assignee of the Debtor's Contract,
2802-2816 FDB LLC (DE) will close in two substantially
contemporaneously transactions under the Assignment Agreement and
the Contract of Sale. Under the Assignment Agreement, the Assignee
will pay to the Debtor, from its financing and an equity
contribution, cash in an amount sufficient to fund its plan,
including the payment of all General Unsecured Claims,
Administrative Claims and Professional Fees. Under the Closing for
the Contract of Sale, in addition to paying for the assignment of
the Contract of Sale, the Assignee will pay Dunbar Owner the
purchase price, as adjusted, pursuant to the Contract of Sale, as
amended, and as further amended by and pursuant to the Stipulation
and acquire title to the Property. Absent the contemporaneous
assignment and closing, the Debtor will not have sufficient funds
to consummate its Plan.
Under the Plan, Class 1 General Unsecured Claims total $89,834,000.
Each holder of an Allowed General Unsecured Claim shall receive on
the Effective Date, Cash in the full amount of such Allowed General
Unsecured Claim plus interest at the federal judgment rate payable
from the Sale Proceeds in full and final satisfaction of such
Allowed General Unsecured Claim. Creditors will recover 100% of
their claims. Class 1 is unimpaired.
The proceeds from the Assignment Agreement shall be the funding
source for Plan payments. All amounts due Dunbar Owner under the
Contract of Sale will be paid from equity funded by Assignee and a
mortgage loan to the Assignee, in the amount of $83,000,000, which
MF1 Capital LLC has entered into a term sheet to fund on or before
the Effective Date and an equity infusion by the Assignee. The
Debtor shall take all necessary steps, and perform all necessary
acts, to consummate the terms and conditions of the Plan.
Attorneys for the Debtor:
.
Fred B. Ringel, Esq.
Lori Schwartz, Esq.
Clement Yee, Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Avenue
New York, NY 10022
Tel: (212) 603-6300
A copy of the Disclosure Statement dated April 26, 2023, is
available at https://bit.ly/3VdGvFj from PacerMonitor.com.
About Dunbar Partners BSD
Dunbar Partners BSD, LLC, is a Brooklyn-based company engaged in
activities related to real estate.
Dunbar Partners BSD filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-40575) on Feb. 21, 2023, with $95,500,000 in assets and
$92,395,000 in liabilities. Judge Nancy Hershey Lord oversees the
case.
Fred R. Ringel, Esq., at Leech Tishman Robinson Brog, PLLC and
Jeffrey Zwick & Associates PC serve as the Debtor's bankruptcy
counsel and special real estate counsel, respectively.
EARTHSNAP INC: Taps Kutner Brinen Dickey Riley as Counsel
---------------------------------------------------------
Earthsnap, Inc. received approval from the U.S. Bankruptcy Court
for the District of Colorado to employ Kutner Brinen Dickey Riley,
P.C. as counsel.
The Debtor requires legal counsel to:
a. give advice with respect to its powers and duties under the
Bankruptcy Code;
b. assist the Debtor in the development of a plan of
reorganization under Chapter 11;
c. file the necessary petitions, pleadings, reports and actions
that may be required in the continued administration of the
Debtor’s property under Chapter 11;
d. take necessary actions to enjoin and stay until a final
decree the continuation of pending proceedings, and enjoin and stay
until a final decree the commencement of lien foreclosure
proceedings and all matters as may be provided under 11 U.S.C. 362;
and
e. perform all other necessary legal services for the Debtor.
The firm will be paid at these rates:
Jeffrey S. Brinen $500 per hour
Jenny M. Fujii $410 per hour
Keri L. Riley $350 per hour
Jonathan M. Dickey $350 per hour
Contract Attorney $350 per hour
Law Clerk $100 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The Debtor paid the firm a retainer of $10,262.
Keri Riley, Esq., a partner at Kutner, 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:
Keri L. Riley, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: (303) 832-2400
Email: klr@kutnerlaw.com
About EarthSnap Inc.
EarthSnap, Inc., a company in Telluride, Colo., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.
Colo. Case No. 23-11622) on April 19, 2023, with $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Joli Lofstedt, Esq., has been appointed as Subchapter V trustee.
Judge Thomas B. Mcnamara oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley, P.C. is the
Debtor's legal counsel.
ELWOOD ENERGY: S&P Lowers Senior Secured Debt Rating to 'CCC+'
--------------------------------------------------------------
S&P Global Ratings lowered our rating on Elwood Energy LLC's senior
secured debt to 'CCC+' from 'BB-'. The recovery rating remains '1',
indicating our expectation of very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.
The negative outlook reflects our expectation that the project will
continue to generate debt service coverage ratios (DSCRs) below 1x
for the next two years and its liquidity will be constrained in the
second half of 2024 due to the PJM penalty.
Elwood is a 1,350-megawatt (MW) power plant about 50 miles
southwest of Chicago. It operates as a peaking facility and is
deployed mainly during the summer months. The project is fully
merchant and has nine simple-cycle 7FA combustion turbines sourced
from General Electric Co. Each turbine earns revenue by selling
production capacity and electricity into PJM Interconnection LLC's
(PJM) ComEd power market.
Elwood is a 50/50 joint venture of Electric Power Development Co.
Ltd. and John Hancock Life Insurance Co.
Elwood's outstanding $33 million notes have a fully amortizing
schedule and are not restricted by financial covenants.
S&P expects Elwood to have sufficient liquidity in 2023 to meet its
debt obligations and operating costs.
Historically, energy revenue made up about 20%-30% of total annual
revenue. Therefore, capacity prices, that are relatively more
predictable, are the largest driver of the project's financial
performance, especially given that Elwood bids all its capacity.
S&P said, "We anticipate that Elwood may experience liquidity
shortfall in the second half of 2024, assuming that this year it
pays $52.7 million penalty to PJM related to the winter storm work
stoppage on Dec. 24-25.
"We believe there is collateral value in the assets as reflected in
our recovery score. However, in the absence of sponsor support that
repays all debt, we expect the project to encounter challenges
during the next 12 to 18 months, which could lead to a default.”
Low capacity prices in PJM ComEd zone at $68.96 per MW-day and
$34.13 per MW-day will result in a substantial decline in revenue
in 2023 and 2024.
S&P's expected DSCR remains below 1x for the period of 2023 to
2024, given the cleared capacity price assumptions and Elwood's
cost structure.
The downgrade reflects S&P's expectation that Elwood may experience
liquidity constraints in the second half of 2024 due to the $52.7
million penalty that PJM imposed on the project following Winter
Storm Elliot. On Dec. 23 and 24, 2022, the project experienced a
shortfall in natural gas deliveries under its fixed transportation
agreement with ANR Pipeline Co. As a result, Elwood was not able to
comply with PJM dispatch instructions on those dates and incurred
the capacity event charge that it must repay before the end of the
year.
In January 2023, the project made a principal and interest payment
of $22.3 million and S&P expects it to make its next payment of
about $2 million in July 2023. As of April 30 2023, Elwood had
sufficient liquidity given its undrawn $20 million revolving credit
facility (RCF), $10.5 million equity infusion from J-Power, and our
expected $10 million operating cash flow. However, S&P expects that
the project may experience a liquidity shortfall in the second half
of 2024 unless it receives another equity injection or successfully
contests the PJM penalty in court.
S&P said, "We also anticipate that historically low cleared
capacity prices in PJM ComEd zone will continue to result in a
decline in cash flow available for debt service (CFADS), which will
pressure the project's liquidity.
"The negative outlook reflects our expectation that the project
will generate DSCRs below 1x for the next two years and may have to
rely on equity infusions from its financial sponsor to service its
debt. We also anticipate its liquidity will be constrained in 2024
due to the PJM penalty.
"We could lower the rating if the project fails to make principal
or interest payments, or if we expect a liquidity shortfall within
the next 12 months absent any mitigating actions such as support
from its financial sponsor or penalty recovery.
"Although unlikely, we could take a positive ration action if the
project generates sufficient CFADS such that its minimum DSCR
exceeds 1x and its liquidity sources exceed uses by more than 1x
for the next 24 months."
ERICKSEN ARBUTHNOT: Unsecureds to Get 40-100 Cents on Dollar
------------------------------------------------------------
Ericksen, Arbuthnot, Kilduff, Day & Lindstrom Inc. filed with the
U.S. Bankruptcy Court for the Northern District of California a
Plan of Reorganization for Small Business under Subchapter V dated
May 4, 2023.
The Debtor is a California corporation. Since 1950, the Debtor has
been operating as a law firm providing services in a variety of
practice areas, with a primary focus on the representation of
insurance companies and insured in litigation matters.
The Debtor filed this case in an effort to preserve and maintain
assets of the law firm while safeguarding client funds and records
pending return or transfer of the same to new counsel, complete an
orderly wind down of the law firm's operations, surrender leased
premises, administer all estate assets, and distribute the proceeds
by and through a Bankruptcy Court confirmed Plan.
As of the petition date, the Debtor's assets consisted principally
of (i) approximately $1.399 million in cash; (ii) accounts
receivable and work in process with a face amount of approximately
$3 million; and (iii) various office fixtures, furniture, and
equipment. Although not part of the Debtor's bankruptcy estate, the
Debtor was also in possession of approximately $363,000 held in a
trust account on behalf of its former clients.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash on hand as of the effective date of the Plan and net
proceeds from collection of all other assets of the bankruptcy
estate, including but not limited to accounts receivable, Causes of
Action, tax refunds, deposits, or other funds recoverable by the
Debtor or Estate.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 40-100 cents on the dollar. This Plan also
provides for the payment of administrative and priority claims.
Class 3A consists of General Unsecured Creditors. In full
satisfaction of Allowed Claims in Class 2C, each holder of an
Allowed Claim in Class 3A shall receive its pro rata share of the
Class 3A Distributions until each Holder has received the Allowed
amount of such Holder's Class 3A Claim, with all incurred interest
from the petition date through the date such claims are paid in
full. Interest shall accrue at the prevailing federal judgement
rate of interest. Class 3A Claims are Impaired, and as such, are
entitled to vote on the Plan.
The Debtor estimates the amount of General Unsecured Claims pending
against the Debtor is approximately $1.9 million, exclusive of the
Repurchase Claims, and approximately $4.5 million, inclusive of the
Repurchase Claims (both amounts are prior to any claims objections
or requests to subordinate claims).
Class 3B consists of the Safe Harbor Nonelective Contribution
Claims. Class 3B consists of the Allowed Safe Harbor Nonelective
Contribution Claims. The Safe Harbor Nonelective Contribution Claim
shall be deemed Allowed in the amount of $288,792.33 less any
amounts included as Allowed Class 1 Claims. Class 3B is Unimpaired
by the Plan, and in full satisfaction of such claims each holder of
an Allowed Claim in Class 3B shall receive: (i) Cash in an amount
equal to such Allowed Class 3B Claim on the Effective Date, or as
soon thereafter as is reasonably practicable; or (ii) such other
treatment to which the Debtor and the holder of the Allowed Class
3B Claim may agree. Class 3B Claims are Unimpaired, and as such,
are not entitled to vote on the Plan.
The Debtor anticipates Allowed Class 3B Claims to be the Safe
Harbor Nonelective Contribution claim of $288,792.33, less any
amounts of such claim treated as an Allowed Class 1 Claim.
Class 4 consists of (i) Allowed Equity Security Interests, and (ii)
Allowed Subordinated 510(b) Claims. In full satisfaction of Allowed
Claims in Class 4, each holder of an Allowed Claim in Class 4 shall
receive distributions from the Liquidating Debtor in accordance
with their respective percentage Interests in the Debtor after
payment in full of all unclassified and classified claims and after
taking into account any amounts paid by the Debtor on account of
such Equity Security Interests. Class 4 Claims are Impaired.
The Debtor notes that Repurchase Claims of approximately $2.5
million were filed against the Debtor as general unsecured or
priority claims, and the Debtor plans to file a motion or adversary
proceeding asking the Bankruptcy Court to determine whether such
claims should be subordinated. To the extent the Repurchase Claims
are subordinated, they shall be Class 4 Claims. To the extent the
Repurchase are not subordinated, they shall be Class 3A Claims.
On the Effective Date, the Debtor shall become a Liquidating Debtor
subject to the terms of the Plan and shall function solely to
liquidate and administer the assets of the Debtor and bankruptcy
estate for the benefit of creditors and interest holders. The
Liquidating Debtor is authorized to take any and all actions that
may be necessary or appropriate to implement the Plan.
A full-text copy of the Plan of Reorganization dated May 4, 2023 is
available at https://bit.ly/3HOijUL from PacerMonitor.com at no
charge.
Attorney for the Plan Proponent:
Andrew Layden, Esq.
Baker & Hostetler LLP
200 S. Orange Avenue, Suite 2300
Orlando, Florida 32801
About Ericksen Arbuthnot
Ericksen, Arbuthnot, Kilduff, Day & Lindstrom Inc. is a law firm in
California.
Ericksen, Arbuthnot, Kilduff, Day & Lindstrom filed a petition for
relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Cal. Case No. 23-40134) on Feb. 3, 2023. In the
petition filed by Kyle Everett, as Wind Down manager, the Debtor
reported assets and liabilities between $1 million and $10
million.
Mark M. Sharf has been appointed as Subchapter V trustee.
The Debtor is represented by:
Michael Delaney, Esq.
Baker & Hostetler, LLP
570 Lennon Lane
Walnut Creek, CA 94598
EXCL LOGISTICS: Court OKs Cash Collateral Access Thru July 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington,
at Seattle, authorized Excl Logistics, LLC to use cash collateral
on a final basis in accordance with the budget, with a 15%
variance.
TBS Factoring Service, LLC asserts a secured claim in the amount of
$511,465 as set forth in Proof of Claim No. 8 filed on April 3,
2023. As supported by the Proof of Claim, attachments and other
information received from TBS as set forth in the 4th Declaration
of Anil Bambi. Although the Debtor disputes that it owes the entire
amount claimed by TBS, the Debtor has stipulated that, as of the
Petition Date, TBS has a valid, binding, attached, and perfected
lien on the Debtor's cash collateral based on the Factoring
Agreement and claim documentation.
Kautilya Capital, LLC Defined Benefit Plan asserts a secured claim
in the amount of $76,135 as set forth in Proof of Claim No. 16
filed on April 7, 2023.
Commercial Credit Group, Inc. asserts a secured claim in the amount
of $1.420 million as set forth in Proof of Claim No. 12 filed on
April 5, 2023.
The Debtor's authority to use cash collateral will terminate on the
date when one or more of the following conditions has occurred or
has been met:
a. July 15, 2023;
b. The Court enters an order converting this case to a case
under Chapter 7 of the Bankruptcy Code, or the Debtor has filed a
motion or has not timely opposed a motion seeking such relief;
c. The Court enters an order appointment or electing a
trustee, examiner or any other similar entity with expanded
powers.
d. The Court enters an order dismissing this case, or the
Debtor has filed a motion or has not timely opposed a motion
seeking such relief
e. The Court enters any order that stays, modifies, or
reverses the Final Order.
As adequate protection for the Debtor's use of cash collateral on
an interim basis, the Court grants TBS Factoring Service, Kautilya
Capital, Defined Benefit Plan, and Commercial Credit Group
replacement liens in the Debtor's post-petition cash, accounts
receivable and inventory, and the proceeds of each of the
foregoing, to the same extent and priority as any duly perfected
and unavoidable liens in cash collateral held by the Secured
Creditors as of the petition date, to the extent that any cash
collateral of the Secured Creditors are actually used by the
Debtor.
The Debtor was authorized to make adequate protection payments to
TBS and CCG in the amount of $1,000 on or before April 15, 2023 and
$1,000 per month no later than the 15th of each month thereafter
until the confirmation of the debtor's plan, subject to further
order of the Court.
The Debtor will make to CCG periodic cash payments as follows:
$18,000 on or before April 15, 2023; $23,000 on or before May 15,
2023; $28,000 on or before June 15, 2023; and $37,000 on or before
on or before July 15, 2023. The Debtor will continue to make
payments of $37,000 no later than the 15th of each month thereafter
until the confirmation of the Debtor's plan, subject to further
order of the Court, the payments to be applied pro rata against the
promissory notes comprising the Obligation and representing
adequate protection of CCG's interest in cash collateral.
A copy of the order is available at https://bit.ly/427D9pY from
PacerMonitor.com.
About Excl Logistics, LLC
Excl Logistics, LLC operates a trucking operation providing freight
carrying and logistic services to its customers from its
headquarters located in Snohomish Washington.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10364) on February
27, 2023. In the petition signed by Anil Bhambi, managing member,
the Debtor disclosed up to $1 million in assets and up to $10
million in liabilities.
Judge Christopher M. Alston oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents
the Debtor as legal counsel.
F & B NEGOTIATIONS: Taps Law Offices of Benjamin Martin as Counsel
------------------------------------------------------------------
F & B Negotiations, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ the Law Offices
of Benjamin Martin as counsel.
The firm's services include:
a. preparation and filing of schedules, statement of financial
affairs and statement of executory contracts or amendments
thereto;
b. representation of the Debtor at meetings of creditors,
hearings, pretrial conferences, and trials in the Debtor's Chapter
11 case or any litigation arising in connection with the case;
c. preparation, filing and presentation to the court of any
pleading requesting relief;
d. preparation, filing, and presentation to the court of any
disclosure statement and plan of reorganization under Chapter 11 of
the Bankruptcy Code;
e. review of claims made by creditors and interested parties,
including preparation and prosecution of any objections to claims
as appropriate;
f. preparation and presentation of a final accounting and motion
for final decree closing the case; and
g. other necessary legal services.
The firm will charge $375 per hour for attorneys and $125 per hour
for paralegals. In addition, the firm will receive reimbursement
for out-of-pocket expenses incurred.
The Debtor paid the firm a retainer of $7,500.
Benjamin Martin, Esq., 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:
Benjamin G. Martin, Esq.
Law Offices of Benjamin Martin
3131 S. Tamiami Trail, Suite 101
Sarasota, FL 34239-5101
Tel: (941) 951-6166
Fax: (941) 706-2411
Email: skipmartin@verzion.net
About F & B Negotiations
F & B Negotiations, LLC, a company in Lakewood Ranch, Fla., filed
its voluntary petition for Chapter 11 protection (Bankr. M.D. Fla.
Case No. 23-01532) on April 19, 2023, with as much as $1 million to
$10 million in both assets and liabilities. David Fernandez,
managing member, signed the petition.
Judge Roberta A. Colton oversees the case.
The Law Offices of Benjamin Martin serves as the Debtor's
bankruptcy counsel.
FEDNAT HOLDING: Seeks to Hire Aprio LLP as Tax Preparer
-------------------------------------------------------
FedNat Holding Company and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Florida to
employ Aprio, LLP as tax preparer.
The firm's services include:
a. preparation of the Debtors' fiscal year 2022 income tax
returns or any additional years for which returns are required;
b. routine tax consulting services, as requested and approved by
the Debtors, including tax research, analysis, consultations, and
assistance with tax examinations; and
c. other services related to accounting and tax issues.
The firm will be paid as follows:
Consulting services:
Partner/Director $430 to $615 per hour
Senior Manager $230 to $480 per hour
Manager $200 to $325 per hour
Senior Associate $185 to $300 per hour
Associate $150 to $250 per hour
Preparation of federal and state tax returns $68,500
Tax compliance services (Form 1120) $62,000
Additional state tax returns $1,250 per
state
John Santamour, a partner at Aprio, disclosed in a court filing
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John Santamour
Aprio, LLP
1200 Corporate Drive Suite 200
Birmingham, AL 35242
Tel: (205) 278-0148
Email: john.santamour@aprio.com
About FedNat Holding Company
FedNat Holding Co. -- https://www.fednat.com -- is a regional
insurance holding company in Sunrise, Fla., which controls
substantially all aspects of the insurance underwriting,
distribution and claims processes through subsidiaries and
contractual relationships with independent and general agents. It
is not an insurance carrier and does not issue insurance policies.
Rather, FedNat provides agency, underwriting and policyholder
services to its insurance carrier clients. Its business is
comprised of two primary components: underwriting and claims
processing.
FedNat and its affiliates filed petitions for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-19451)
on Dec. 11, 2022. In the petition filed by its manager, Mark Allen,
FedNat reported assets between $10 million and $50 million and
liabilities between $100 million and $500 million.
Judge Peter D. Russin oversees the cases.
The Debtors tapped Shane G. Ramsey, Esq., at Nelson Mullins Riley &
Scarborough, LLP as legal counsel and Aprio, LLP as tax preparer.
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Pachulski Stang Ziehl & Jones, LLP as lead
bankruptcy counsel; Bast Amron, LLP as local counsel; and
AlixPartners, LLP as financial advisor.
FIELDERS CHOICE: L. Todd Budgen Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
Fielders Choice, LLC.
Mr. Budgen will be compensated at $400 per hour for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Mr. Budgen declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Telephone Number: (407) 232-9118
Email: Todd@C11Trustee.com
About Fielders Choice
Fielders Choice, LLC, a company in Apopka, Fla., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 23-01562) on April 25, 2023. In the petition signed
by Richard Berny, managing member, the Debtor disclosed $132,356 in
assets and $1,355,511 in liabilities.
Judge Lori V. Vaughan oversees the case.
Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC is the Debtor's
counsel.
FORD CITY RX: Court OKs Cash Collateral Access Thru May 15
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama,
Northern Division, authorized Ford City RX, LLC to use cash
collateral on an interim basis in an amount not to exceed $25,000
until May 15, 2023.
The Debtor requires the use of cash collateral in the ordinary
course of its business to pay wages and expenses and to continue to
operate its business.
As previously reported by the Troubled Company Reporter, prior to
the Petition Date, the Debtor is obligated, either as Borrower or
Co-Borrower or as Guarantor, for:
$70,566 Business Loan Agreement and/or Note to Fresh Funding
Solutions, Inc.
$81,205 Business Loan Agreement and/or Note to Royal Oak
Funding, LLC
$109,106 Business Loan Agreement and/or Note to McKesson
Corporation.
$147,900 Business Loan Agreement and/or Note to U.S. Small
Business Administration.
$90,000 Business Loan Agreement and/or Note to Anda, Inc.
$213,533 Business Loan Agreement and/or Note to Ford City
Pharmacy, Inc.
$5,643 Business Loan Agreement and/or Note to NewCo Capital
Group VI, LLC.
$6,300 Business Loan Agreement and/or Note to Fox Business
Capital.
$20,000 Business Loan Agreement and/or Note to Parmed
Pharmaceuticals.
As adequate protection, the appropriate secured parties are granted
replacement liens in all assets of the Debtor that are acquired or
received by the Debtor subsequent to the Petition Date, and
proceeds of same, to the same extent, priority, and validity as its
pre-petition liens, to the extent the Debtor's use of the cash
collateral results in a decrease in the value of such parties'
interest in the cash collateral.
The security interests granted are deemed perfected without the
necessity for filing or execution of documents which might
otherwise be required under non-bankruptcy law for the perfection
of said security interests. The security interests and perfection
will be binding, to the extent that the post-petition liens granted
replace properly perfected pre-petition liens, upon any
subsequently appointed trustee either in Chapter 11 or any other
Chapter of the Bankruptcy Code and upon all creditors of the Debtor
who have extended or who may hereafter extend credit to the Debtor
or the Debtor-in-Possession. As further adequate assurance the
Debtor will use its best efforts to negotiate monthly adequate
protection payments with its secured creditors.
The provisions of the Order and any actions taken pursuant thereto
will survive the entry of any order (i) converting the case to a
Chapter 7 case; or (ii) dismissing the case, and the terms and
provisions of the Order, as well as the Adequate Protection Liens
granted pursuant to the Order will continue in full force and
effect notwithstanding the entry of any such order, and such claims
and liens will maintain their priority as provided by the Order and
to the maximum extent permitted by law.
A further hearing on the matter is set for May 15, 2023, at 2 p.m.
A copy of the order is available at https://bit.ly/3LsdDoz from
PacerMonitor.com.
About Ford City RX, LLC
Ford City RX, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80761) on April 24,
2023. In the petition signed by Michael Keith Sigmon, managing
member, the Debtor disclosed up to $100,000 in assets and up to $1
million in liabilities.
Judge Clifton R. Jessup, Jr. oversees the case.
C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C., represents
the Debtor as legal counsel.
FULTON FILMS: Taps McManimon Scotland & Baumann as New Counsel
--------------------------------------------------------------
Fulton Films, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ McManimon Scotland &
Baumann, LLC to substitute for Ronald D. Weiss, P.C.
The Debtor requires legal counsel to:
a. give advice regarding the administration of the Debtor's
Chapter 11 proceeding;
b. advise the Debtor with respect to its powers and duties in
the continued management and operation of its affairs and
property;
c. represent the Debtor before the bankruptcy court and advise
it on pending litigation, hearings, motions, and decisions of the
court;
d. review and advise the Debtor regarding applications, orders,
and motions filed with the bankruptcy court by other parties in
this proceeding;
e. communicate with creditors and other parties in interest;
f. assist the Debtor in preparing legal papers;
g. confer with other professionals retained by the Debtor and
other parties in interest;
h. negotiate and prepare a Chapter 11 plan, disclosure statement
and all related documents and take any necessary actions to obtain
confirmation of the plan; and
i. perform all other necessary legal services.
The firm will be paid at these rates:
Attorneys $225 to $695 per hour
Paralegals $235 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $30,000.
Anthony Sodono, III, Esq., a partner at McManimon, 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:
Anthony Sodono, III, Esq.
McManimon Scotland & Baumann, LLC
75 Livingston Avenue, Suite 201
Roseland, NJ 07068
Tel: (973) 622-1800
Email: asodono@msbnj.com
About Fulton Films
Fulton Films, LLC is a Brooklyn-based company engaged in activities
related to real estate. It is the fee simple owner of a real
property located at 1156 Fulton St., Brooklyn, N.Y., with an
appraised value of $960,000.
Fulton Films filed its voluntary petition for Chapter 11 protection
(Bankr. E.D.N.Y. Case No. 23-40094) on Jan. 12, 2023, with $963,845
in assets and $12,991,779 in liabilities. Florian Senfter, sole
member of Fulton Films, signed the petition.
Judge Elizabeth S. Stong oversees the case.
Anthony Sodono, III, Esq., McManimon Scotland & Baumann, LLC serves
as the Debtor's legal counsel.
G.A.H. BAR-B-Q: Unsecureds to Get $20K per Year for 3 Years
-----------------------------------------------------------
G.A.H. Bar-B-Q, Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Plan of Reorganization under
Subchapter V dated May 4, 2023.
G.A.H. is a closely held Florida for-profit corporation organized
on August 18, 2015. Debtor operates a 156-seat Bar-B-Que restaurant
in Melbourne, Florida at a leased premises located at: 2227 W. New
Haven Avenue, Melbourne, Florida 32904.
Prior to the Petition Date, Debtor struggled to meet its ongoing
operating expenses leading to the receipt of default notices from
its creditors. Faced with the prospect of lawsuits and creditor
collection efforts, Debtor elected to pursue Chapter 11 relief to
restructure its financial affairs for the benefit of its various
stakeholders and continue operation of its widely popular
restaurant franchise.
Class 1 consists of the Allowed Secured Claim of Brevard County Tax
Collector ("BCTC"). BCTC's Class 1 Claim is secured by a statutory
lien on Debtor's personal property (the "BCTC Collateral"). In full
satisfaction of its Allowed Class 1 Claim, BCTC shall retain its
lien on the BCTC Collateral and receive payment of its Allowed
Class 1 Claim in full on the Effective Date. Class 1 is Unimpaired.
Class 2 consists of the Allowed Secured Claim of Brevard County Tax
Collector ("BCTC"). BCTC's Class 2 Claim is secured by a statutory
lien on Debtor's personal property (the "BCTC Collateral"). In full
satisfaction of its Allowed Class 2 Claim, BCTC shall retain its
lien on the BCTC Collateral and receive payment of its Allowed
Class 2 Claim in full on the Effective Date. Class 2 is
Unimpaired.
Class 3 consists of the Allowed Secured Claim of Seacoast National
Bank, as successor-in-interest to Florida Business Bank, in the
amount of $190,017.83. Seacoast shall retain its lien on the
Personal Property and pledged business assets of the Debtor, as
provided in the Loan Documents, to the same extent and priority
existing as of the Petition Date, and beginning on the Effective
Date, shall be paid stipulated monthly payments of principal and
interest in the amount of $2,867.88, which payment amount is
determined based upon a 7-year amortization schedule with interest
accruing at the fixed rate of 7.00% per annum. Debtor shall
continue payments to Seacoast on a monthly basis until the last day
of the 36th month following the Effective Date (the "Maturity
Date"), at which time the unpaid balance of Seacoast's Allowed
Secured Claim shall be due and payable, in the absence of a default
under the stipulated plan treatment or loan documents.
Class 4 consists of the Allowed Secured Claim of Ally Bank. Ally
shall retain its lien on the 7042 Vehicle, and shall receive
payment of its Allowed Class 4 Claim, minus any payments received
after the Petition Date (if any), on the same pre-petition terms
and conditions as existed prior to the Petition Date which are
based on an amortization schedule of 72-months at 6.470% interest
resulting in equal monthly payments of $564.34 until January 2024.
Upon payment in full, the Allowed Class 4 Claim of Ally shall be
fully satisfied, and Ally shall release any lien associated with
the 7042 Vehicle. Class 4 is Unimpaired.
Class 5 consists of all Allowed General Unsecured Claims against
the Debtor. In full satisfaction of their Allowed Class 13 General
Unsecured Claims, Holders of Class 5 Claims shall receive an annual
pro rata distribution of $20,000.00 on July 31st of each year
following entry of the Confirmation Order over a term of 3 years
from the Effective Date after Administrative Claims and Priority
Claims are satisfied in full. The first Distribution of Disposable
Income (if any) under the Plan will occur on July 31, 2024.
In addition to the receipt of Debtor's Disposable Income, Class 5
Claimholders shall receive a pro rata share of the net proceeds
recovered from all Causes of Action after payment of professional
fees and costs associated with such collection efforts, and after
Administrative Claims and Priority Claims are paid in full. The
maximum Distribution to Class 5 Claimholders shall be equal to the
total amount of all Allowed Class 5 General Unsecured Claims. Class
5 is Impaired.
Class 6 consists of all equity interests in G.A.H. Bar-B-Q, Inc.
Class 6 Interest Holders shall retain their respective Interests in
G.A.H. Bar-B-Q, Inc. in the same proportions such Interest were
held as of the Petition Date (i.e., 100.00% Interest to Gregory A.
Helwig). Class 6 is Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations and reduced overhead. It is anticipated the
Debtor's post-confirmation business will mainly involve continued
operation of its franchised Bar-B-Q restaurant and catering
business in Brevard County, any Disposable Income from such
operations will be committed to make the Plan Payments.
Funds generated from the Debtor's 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 Plan of Reorganization dated May 4, 2023 is
available at https://bit.ly/3HQQFXb from PacerMonitor.com at no
charge.
Attorney for the Debtor:
Daniel A. Velasquez, Esq.
LATHAM, LUNA, EDEN & BEAUDINE, LLP
201 S. Orange Ave., Suite 1400
Orlando, Florida 32801
Tel: 407-481-5800
Fax: 407-481-5801
About G.A.H. Bar-B-Q
G.A.H. Bar-B-Q, Inc., operates a 156-seat Bar-B-Que restaurant in
Melbourne, Florida. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00428) on
Feb. 3, 2023. In the petition signed by Gregory Helwig, sole
shareholder, the Debtor disclosed up to $10 million in assets and
up to $500,000 in liabilities.
Judge Tiffany P. Geyer oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP, is
the Debtor's legal counsel.
GLATFELTER CORP: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating and
revised the outlook to positive from negative on Glatfelter Corp.
S&P also affirmed the 'CCC' issue-level rating on the company's
existing $500 million notes due 2029; the recovery rating on this
debt remains '5'.
The positive outlook reflects the potential for an upgrade within
the next year if the company is able to improve free cash flow
generation and reduce its debt leverage to more sustainable
levels.
Cost pass-through mechanisms should provide decent levels of
earnings stability as input costs continue to alleviate. The
company has increased the mix of its contracts with pass-through
provisions, which we expect will improve overall operating margins
as input costs decrease in 2023. S&P said, "While declining input
costs will create some opportunity for EBITDA margin expansion, our
margin expectations rely on steady prices and volumes in 2023.
Still, we anticipate margins to be in the high-single-digit
percentage area this year."
Glatfelter's debt maturity profile is improved after refinancing
though interest costs will increase materially and leave modest
free cash flow for debt repayment. The company was able to
refinance its term loan due February 2024 in the first quarter of
this year with a new euro 250 million term loan. As a result, the
company's nearest debt maturity is 2026, when its $250 million
revolving credit facility ($104 million drawn at the end of the
first quarter) comes due, with the rest of its debt stack maturing
in 2029 and beyond. Though the company was able to push out its
near-term debt maturity, the interest burden on the new euro term
loan is high in our view, with an interest rate of 11.25%. Under
our base-case forecast, the company will use a significant portion
of its EBITDA to cover interest expense, with the remaining portion
available for other fixed charges, leaving only modest cash
available for debt reduction. As a result, S&P expects S&P Global
Ratings-adjusted debt to EBITDA (adjusted for operating leases and
pensions) to improve, though remain high, at above 8x, in 2023 with
further improvement in 2024.
S&P said, "Our current forecast incorporates an improvement in
working capital in 2023, which supports our view of improving free
cash flow and overall liquidity. While we expect interest expense
to increase materially with the refinancing, we still project flat
to slightly positive free cash flow for full-year 2023, an
improvement over the negative $79 million at the end of 2022. We
expect that net working capital outflows in 2023 will reverse as
the cost of raw materials, particularly market pulp, decreases;
this will lower inventory book value and accounts-receivable
balances. Overall, we expect net working capital in 2023 to be a
source of cash, which supports our view of improving liquidity.
"We assess the company's liquidity position as adequate. In
conjunction with the refinancing, Glatfelter amended its senior
secured revolving credit facility, reducing the committed amount to
$250 million from $400 million. Despite this, we expect the company
will maintain adequate liquidity over the next 12 months. As of the
end of the first quarter, cash on hand of around $90 million and
availability under its revolving credit facility of around $140
million provide the company with $230 million in available
liquidity. We forecast the company, based on its liquidity sources
and uses, will have covenant headroom of about 1 turn across the
next 12 months. The amendment to its credit agreement also provides
covenant relief by removing a minimum liquidity requirement, and
testing only the company's senior secured debt leverage to maximum
of 4.25x, before stepping down to 4.0 in 2025.
"The positive outlook reflects our expectation for improving free
operating cash flow (FOCF) generation, based on better EBITDA
margins and working capital inflows.
"We could upgrade Glatfelter over the next 12 months if the company
demonstrates a track record of improving FOCF and deleveraging to
the extent we believe its capital structure is sustainable over the
longer term. For instance, if the company was on track to generate
consistently positive free cash flow and reduce leverage towards 8x
or below."
S&P could revise its outlook to stable, or lower the rating if:
-- The company is unable to grow EBITDA margins or improve its
working capital, such that S&P expects free cash flow to be
negative on a consistent basis; or
-- Leverage remains elevated with poor prospects of improvement;
or
-- S&P believe the issuer will default without an unforeseen
positive development over the next 12 months.
ESG credit indicators: E-2, S-2, G-2
HECLA MINING: S&P Affirms 'B+' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Idaho-based silver and gold producer, Hecla Mining Co. (Hecla). At
the same time, S&P raised its issue-level rating and associated
recovery rating on Hecla's unsecured notes to 'BB-' from 'B+' and
to '2' from '3', respectively.
S&P said, "The stable outlook reflects our expectation that Hecla's
liquidity sources will be adequate to fund increased capex
requirements associated with various developmental projects, which
will be immediately accretive to EBITDA. We expect leverage will
trend toward 3x over the next 12 months.
"The ratings affirmation reflects our expectation of a gradual
recovery in Hecla's EBITDA over the next 12 months, supported by
improved silver production and higher realized prices. Hecla's S&P
Global Ratings-adjusted EBITDA will likely increase by 20%-35% in
2023 on our assumption of improved silver production and realized
prices that we expect will offset a decline in gold production. We
estimate silver production of 16 million ounces-18 million ounces
in 2023, which is a 13%-25% increase over the previous year's
production. We expect new silver production of 2.5 million
ounces-3.0 million ounces as a result of the new Keno Hill mine
which will source production from two deposits (Flame and Moth, and
Bermingham) in the second half of 2023; we expect an additional 1.0
million ounces-1.5 million ounces in 2024 when the mine ramps up to
full production. These deposits are part of the Alexco Resource
Corp. acquisition last year. Secondly, the novel underhand closed
bench method of mining employed at Lucky Friday mine continues to
drive volumes at the mine. We estimate silver production will
increase by about 20% in 2023 and further increase by about 4% to
the 5.5 million silver ounces target production rate in 2025.
However, we expect gold production to decline by 5%-10% in 2023, as
a result of the mining of lower-grade ore at Casa Berardi and no
production from Nevada as operations are currently under care and
maintenance. This will partly offset the impact of the expected
higher silver production.
"We expect higher-than-assumed realized gold and silver prices will
further support our expectation of a gradual recovery in EBITDA in
2023. Over the past four months, gold prices have been trending
between $1,800-$2,100 per ounce, which is higher than our assumed
$1,700 for the year. Silver prices have also generally traded
higher than our assumption of $21-$23 per ounce. Such higher price
realizations will help offset some inflationary cost pressures and
the impact of lower gold production which, in addition to lower
realized prices, led to a 46% decline in EBITDA and leverage of 4x
in 2022. We now expect leverage to trend lower toward 3x in 2023.
"We believe Hecla's current liquidity position will provide
adequate cover for expected free operating cash flow (FOCF)
deficits. We expect FOCF deficits of $25 million-$50 million in
2023, after accounting for increased capital expenditures of $180
million-$200 million associated with various capital projects. The
projects include the development of the Flame and Moth and the
Bermingham deposits associated with the Keno Hill mine acquisition,
and we expect silver production from these mines in the second half
of 2023. The company is investing in a service hoist, which it
expects will increase throughput at Lucky Friday. We believe
Hecla's liquidity sources, which include its cash balance of $104
million as of Dec. 31, 2022, and almost full availability under its
$150 million revolving credit facility, will be more than
sufficient to fund the expected FOCF deficits.
"We expect Hecla's conservative financial policy to provide some
support for current ratings. In September 2022, Hecla completed the
acquisition of Alexco Resource Corp. (Keno Hill) without incurring
any debt and by issuing about $18 million of its own equity. We
expect moderate dividend payments of $13 million-$18 million
annually over the next 24 months. The company has a small base
dividend and flexible silver-linked component that ties the amount
of common stock dividend declared to its realized silver prices.
The company also utilizes at-the-market equity offerings to
reinforce its liquidity, especially during pricing downsides.
Management has publicly declared its intention of maintaining net
leverage at or below 2x. Based on these foregoing assumptions and
its track record over the past five years, we project the company's
reported and S&P Global Ratings-adjusted debt levels will likely
remain between $550 million-$700 million over our forecast horizon,
all other things being equal.
"The stable outlook reflects our expectation of a gradual recovery
in EBITDA given anticipated improvements in silver production that
will partly offset a decline in gold production. We expect Hecla's
liquidity sources will be more than sufficient to fund
higher-than-usual capex associated with various developmental
projects at its mines. We expect leverage to trend lower toward 3x
over the next 12 months."
S&P could lower its ratings on Hecla over the next 12 months if S&P
expects leverage to approach 4x. This could occur if:
-- Gold and silver production decline below our base case
assumption;
-- The company experiences sustained FOCF deficits that are
financed with debt; or
-- There is a material deterioration in liquidity.
S&P said, "Although unlikely, we could raise our rating on Hecla in
the next 12 months if the company significantly increases its scale
and production through the leverage neutral acquisition of
additional mining assets beyond its three producing mines.
Alternatively, we could also raise the rating if the company is
able maintain S&P Global Ratings-adjusted leverage within the 2x-3x
range in a lower silver and gold price environment or it
establishes a track record of maintaining leverage below 2x under
any price conditions."
ESG credit indicators: E-3, S-3, G-2
HIGHLAND CAPITAL: 5th Circuit Mulls Standing in Chapter 11 Suits
----------------------------------------------------------------
Catherine Marfin of Law360 reports that an investment firm
controlled by Highland Capital Management LP's former CEO James
Dondero urged the Fifth Circuit on Monday, May 1, 2023, to find a
district court improperly denied its challenge to fee claims by law
firms and other professionals in Highland's Chapter 11 plan, in one
of two standing-based appeals stemming from the hedge fund
management company's bankruptcy.
About Highland Capital Management
Highland Capital Management, LP was founded by James Dondero and
Mark Okada in Dallas in 1993. Highland Capital is the world's
largest non-bank buyer of leveraged loans in 2007. It also manages
collateralized loan obligations. In March 2007, it raised $1
billion to buy distressed loans. Collateralized loan obligations
are created by bundling together loans and repackaging them into
new securities.
Highland Capital Management sought Chapter 11 protection (Bank. D.
Del. Case No. 19-12239) on Oct. 16, 2019. On Dec. 4, 2019, the case
was transferred to the U.S. Bankruptcy Court for the Northern
District of Texas and was assigned a new case number (Bank. N.D.
Tex. Case No. 19-34054). Judge Stacey G. Jernigan is the case
judge.
At the time of the filing, Highland had between $100 million and
$500 million in both assets and liabilities.
The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy
counsel, Foley & Lardner LLP as special Texas counsel, and Teneo
Capital, LLC as litigation advisor. Kurtzman Carson Consultants,
LLC, is the claims and noticing agent.
The U.S. Trustee for Region 6 appointed a committee of unsecured
creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP
and Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, and
FTI Consulting, Inc. as financial advisor.
HOLLY ENERGY: Moody's Puts 'Ba2' CFR Under Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Holly Energy
Partners, L.P. (HEP) under review for upgrade following the
announcement[1] by HF Sinclair Corporation (Baa3 stable, HFSC) that
it has offered to acquire the publicly held common units of HEP in
an all equity deal whereby HF Sinclair would offer 0.3714 shares of
newly issued HFSC common shares in exchange for each publicly held
HEP common unit. HFSC currently owns 47% of the common units of HEP
and will acquire the publicly held common units valued at over $1
billion. The transaction has yet to be reviewed and approved by the
HEP board of directors and is subject to regulatory approval and
HFSC shareholder and HEP unitholder votes. The ratings of HFSC are
unchanged.
On Review for Upgrade:
Issuer: Holly Energy Partners, L.P.
Corporate Family Rating, Placed on Review for Upgrade,
currently Ba2
Probability of Default Rating, Placed on Review for Upgrade,
currently Ba2-PD
Senior Unsecured Global Notes, Placed on Review for Upgrade,
currently Ba3
Outlook Actions:
Issuer: Holly Energy Partners, L.P.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The ratings were placed on review for upgrade based on the
company's potential 100 percent ownership by HFSC (Baa3 stable),
which has a stronger credit profile. The ratings of HFSC are
unchanged by its offer to acquire the publicly held common units of
HEP. The acquisition offer will be funded by equity and not
increase HFSC's third party debt. HEP's debt is already
consolidated on HFSC's balance sheet and factored into Moody's
credit analysis of HFSC.
Moody's will conclude the review of HEP's ratings upon the closing
of the acquisition by HFSC. The review will focus on the final
terms of the transaction, the anticipated treatment of the HEP
debt, potential cost synergies and projections for the business.
HFSC has not announced how it will treat HEP's existing outstanding
debt ($900 million of senior unsecured notes in two tranches) after
the closing of the transaction.
If HEP's notes remain outstanding and become guaranteed by HFSC and
rank pari passu with the existing HFSC debt, then the ratings on
HEP's notes would be upgraded to HFSC's senior unsecured rating
level. If HEP were to become an unguaranteed wholly-owned
subsidiary of HFSC following the transaction and continue to
provide separate audited financial statements, then its ratings
could be upgraded based on HEP's standalone credit profile and a
level of anticipated additional parental support. If separate
financial statements and sufficient disclosures are not made
available to support the maintenance of ratings, Moody's will
likely withdraw HEP's ratings.
Headquartered in Dallas, Texas, Holly Energy Partners, L.P. (HEP)
is a master limited partnership (MLP) formed in 2004 to acquire,
own, and operate substantially all of the crude oil and refined
product pipelines, terminals, and tankage assets of its parent, HF
Sinclair Corporation (Baa3 stable). HF Sinclair owns 47% of HEP
though its limited partner (LP) interest and non-economic general
partner (GP) interest.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
INDEPENDENT PET: May 17 Disclosure Statement Hearing Set
--------------------------------------------------------
Independent Pet Partners Holdings, LLC, et al. and the Official
Committee of Unsecured Creditors filed a motion for entry of an
order, granting interim approval of Combined Disclosure Statement
and Plan, granting approval of procedures for solicitation and
tabulation of votes to accept or reject Combined Disclosure
Statement and Plan, scheduling combined hearing on final approval
of adequacy of Disclosure Statement and Confirmation of Plan,
approving form of ballot and solicitation package, approving notice
provisions, and granting related relief.
A hearing is scheduled for May 17, 2023 at 10:00 AM at US
Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #2,
Wilmington, Delaware. Objections are due by May 10, 2023.
The Combined Disclosure Statement and Plan is a liquidating plan
for which the Plan Proponents seek a combined hearing in accordance
with Local Rule 3017-2. The Plan Proponents believe that the
proposed Combined Disclosure Statement and Plan provides the most
efficient means to liquidate the Trust Assets, maximize the value
of the Debtors' Estates, and make distributions to Creditors.
Moreover, the Combined Disclosure Statement and Plan reflects the
terms agreed upon by the Debtors and their significant constituents
in connection with the Court-approved settlement agreement entered
into on March 17, 2023 (the "Settlement Agreement") between the
Debtors, the Committee, the Lender Group, the DIP Lenders, the
Stalking Horse Purchaser, and TPG (the "Settlement Parties").
The Settlement Agreement was the result of intense negotiations
between the Settlement Parties, which provided for, among other
things: (a) the global resolution all claims and disputes among the
Settlement Parties; (b) the waiver and extinguishment, solely for
distribution purposes, of unsecured claims of the Lender Group and
TPG under a chapter 11 plan consistent with the Settlement
Agreement; (c) the termination of the Challenge Period as
contemplated by and defined in the Final DIP Order with the
Committee's consent; (d) the filing of the Combined Disclosure
Statement and Plan; and (e) the Committee's support of the Sale.
The Settlement Agreement was approved by the Court on an interim
basis on March 24, 2023 [D.I. 346], and on a final basis on April
4, 2023.
The Plan Proponents propose this schedule:
* The voting record date will be on May 17, 2023.
* The deadline to Mail Solicitation Packages and all Notices
will be on May 22, 2023.
* The deadline to Object to Claims for Voting Purposes Only will
be on June 2, 2023 at 4:00 p.m.
* The deadline for Creditors to File Rule 3018 Motions will be
on June 9, 2023 at 4:00 p.m.
* The deadline to File Plan Supplement will be on June 12, 2023
at 4:00 p.m.
* The deadline to Respond to Rule 3018 Motions will be on June
16, 2023 at 4:00 p.m.
* The voting deadline for the Combined Disclosure Statement and
Plan will be on June 19, 2023 at 4:00 p.m.
* The Combined Disclosure Statement and Plan Objection Deadline
will be on June 22, 2023 at 4:00 p.m.
* The Deadline to File Reply will be on June 26, 2023 at 4:00
p.m.
* The deadline to File Voting Tabulation Affidavit will be on
June 26, 2023 at 4:00 p.m.
* The Combined Hearing will be on June 29, 2023 at 10:00 a.m.
Here, the Plan Proponents submit that the Combined Disclosure
Statement and Plan contains "adequate information" within the
meaning of section 1125(a)(1) of the Bankruptcy Code as the
Combined Disclosure Statement and Plan contains the information
necessary to allow Holders of Claims to make informed decisions as
to whether to vote to accept or reject the Combined Disclosure
Statement and Plan.
The Plan Proponents further submit that limited notice of the
interim approval of the Combined Disclosure Statement and Plan for
solicitation purposes only is appropriate and reasonable in these
Chapter 11 Cases. The Plan Proponents will provide notice to the
U.S. Trustee, the Committee, and all Entities that have filed a
request for service of filings in these Chapter 11 Cases pursuant
to Bankruptcy Rule 2002 and Local Rule 2002-1(b).
Counsel to the Debtors:
Andrew L. Magaziner, Esq.
S. Alexander Faris, Esq.
Kristin L. McElroy, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: amagaziner@ycst.com
afaris@ycst.com
kmcelroy@ycst.com
- and -
David A. Agay, Esq.
Marc Carmel, Esq.
Joshua Gadharf, Esq.
Maria G. Carr, Esq.
Ashley Jericho, Esq.
MCDONALD HOPKINS LLC
300 North LaSalle Street, Suite 1400
Chicago, IL 60654
Telephone: (312) 280-0111
Facsimile: (312) 280-8232
E-mail: dagay@mcdonaldhopkins.com
mcarmel@mcdonaldhopkins.com
jgadharf@mcdonaldhopkins.com
mcarr@mcdonaldhopkins.com
ajericho@mcdonaldhopkins.com
Counsel for the Official Committee of Unsecured Creditors:
Christopher M. Samis, Esq.
Aaron H. Stulman, Esq.
Elizabeth R. Schlecker, Esq.
POTTER ANDERSON & CORROON LLP
1313 North Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
E-mail: csasmis@potteranderson.com
astulman@potteranderson.com
eschlecker@potteranderson.com
- and -
James S. Carr, Esq.
Maeghan J. McLoughlin, Esq.
Ravi Vohra, Esq.
KELLEY DRYE & WARREN LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Telephone: (212) 808-7800
E-mail: jcarr@kelleydrye.com
mmcloughlin@kelleydrye.com
rvohra@kelleydrye.com
About Independent Pet Partners Holdings
Independent Pet Partners Holdings, LLC and various affiliated
entities sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-10153) on February 5, 2023.
In the petition signed by Stephen Coulombe, co-chief restructuring
officer, the Debtor disclosed up to $500 million in both assets and
liabilities.
Independent Pet Partners offers a one-stop pet experience with
healthy, high-quality food products and treats and a range of pet
services, including grooming, self-wash, pet parent education, and
veterinary services. The Debtors also sell goods through their
e-commerce platform with each of the Debtors' banners having its
own standalone website. As of the Petition Date, the Debtors
operated under four unique regional banners: Chuck and Don's,
Kriser's Natural Pet, Loyal Companion, and Natural Pawz.
Judge Laurie Selber Silverstein oversees the case.
The Debtors tapped McDonald Hopkins, LLC as general counsel, Young
Conaway Stargatt and Taylor, LLP as co-counsel, Berkeley Research
Group, LLC as co-chief restructuring officer, Houlihan Lokey
Capital, Inc. as financial advisor and investment banker, and Omni
Agent Solutions as notice, claims, and balloting agent.
CION Investment Corporation; Main Street Capital Corporation; MCS
Income Fund, Inc.; Newstone Capital Partners III, L.P; Newstone
Capital Partners III-A, L.P.; and Newstone Capital Partners III-B,
L.P., as DIP Lenders and Prepetition Lenders, are represented by
Dechert LLP.
Co-counsel to the DIP Lenders and Prepetition Lenders is Richards,
Layton & Finger, P.A.
Acquiom Agency Services, LLC, as administrative and collateral
agent under the DIP facility and as Prepetition ABL Agent, and
Prepetition Priming Agent, is represented by Paul Hastings, LLP.
Wilmington Trust, National Association, as Prepetition DDTL Agent,
is represented by Arnold & Porter Kaye Scholer LLP.
INDEPENDENT PET: Unsecureds Owed $10.6M to Get 11.4% in Plan
------------------------------------------------------------
Independent Pet Partners Holdings, LLC, et al., and the Official
Committee of Unsecured Creditors submitted a Combined Disclosure
Statement and Chapter 11 Plan of Liquidation.
The Combined Disclosure Statement and Plan is a liquidating chapter
11 plan. The Combined Disclosure Statement and Plan is premised
upon maximizing the liquidation value of the Assets to benefit
creditors. Specifically, the Combined Disclosure Statement and Plan
provides for the creation of the trust for the benefit of creditors
(i.e., the Trust), which will be funded with the Wind-Down Amount.
On the Effective Date, as further described herein, the Trust will
also receive a 40% recovery of the amount of any employee tax
credit (the "Tax Credit") to which the Estates are entitled, net of
reasonable and documented fees and expenses necessary to monetize
the Tax Credit ("Net Recovery"), with the remaining 60% of the Net
Recovery to be provided to the Lender Group in accordance with the
Settlement Agreement. The Trustee for the Trust will be selected by
the Committee and will be fully responsible for the process of
reconciling Claims and the Distributions to be made under the
Combined Disclosure Statement and Plan.
The Debtors, with the assistance of their advisors, and in
consultation with the Prepetition Lender Group, undertook immediate
steps to effectuate a balance street restructuring and consolidate
the Debtors' store footprint. The Prepetition Lender Group informed
the Debtors that they would not support additional maturity date
extensions of the Secured Credit Facilities coming due in February
2023. As of December 15, 2022, the Debtors had not received any
executable offers to purchase their business as going concern,
significantly dimming the Debtors' prospects for identifying an
out-of-court solution. Thereafter, on or about December 28, 2022,
the Debtors retained BRG to, among other things, provide Chief
Restructuring Officer services, work with management to manage cash
and liquidity, assist with a potential sale process, engage with
creditors and other stakeholders and provide contingency planning.
Thereafter, on January 19, 2023, the Debtors retained Young Conaway
Stargatt & Taylor, LLP, as Delaware bankruptcy counsel.
Following extensive discussions and negotiations between the
Debtors, the Lender Group, and their respective advisors, the
Lender Group offered to credit bid $60,000,000 of debt and serve as
the Stalking Horse Bidder for the purchase of the Go-Forward
Business as part of a sale process under section 363 of the
Bankruptcy Code. More specifically, the Lender Group offered to
purchase the assets comprising sixty-six (66) of the Debtors' core,
high-performing stores in Colorado, Illinois, Kansas, Minnesota and
Wisconsin as a going concern. The Debtors, in their business
judgment, after consulting with their advisors, made the difficult
decision to close down and liquidate their remaining ninety-three
(93) stores, reducing the Debtors' footprint from thirteen (13) to
five (5) states, the result of which was the discontinuance of the
Debtors' Natural Pawz and Loyal Companion banners. The Debtors
thereafter determined that the Stalking Horse Bid constituted the
highest and otherwise best offer received to date by the Debtors,
and the best path for maximizing value. Accordingly, the parties
negotiated the Stalking Horse Agreement for the sale of the
Go-Forward Business. Shortly before the Petition Date, the parties
executed the Stalking Horse Agreement, which sets forth the terms
on which the Debtors would sell the Go-Forward Business.
With no other reasonable options available and declining liquidity,
the Debtors determined, in their business judgment, that completing
the sale of the Go-Forward Business through a chapter 11 bankruptcy
process and on an expedited basis was in the best interests of
their creditors and other constituents and would maximize returns
to creditors.
By the Sale Motion, the Debtors, sought, among other things,
approval of the Sale of substantially all of the Assets to the
Stalking Horse Purchaser pursuant to the Stalking Horse Agreement
or a purchaser with a higher or otherwise better bid, free and
clear of all Encumbrances other than Assumed Liabilities and
Permitted Liens. The Sale Motion also sought approval of bidding
procedures for the Sale. On February 24, 2023, the Bankruptcy Court
entered the Bidding Procedures Order, approving certain relief
request in the Sale Motion, including, the Bidding Procedures. The
Bidding Procedures established March 14, 2023, as the deadline for
entities to submit a competing bid. The Bidding Procedures Order
provided that, if no timely Qualifying Bids other than the Stalking
Horse Agreement are submitted on or before the deadline, the
Debtors shall not hold an auction and shall request at the Sale
Hearing that the Bankruptcy Court approve the Stalking Horse
Agreement and the transactions contemplated thereunder.
The Debtors did not receive any timely Qualifying Bids other than
the Stalking Horse Agreement. Therefore, in accordance with the
Bidding Procedures, the auction for the sale of the Assets was
canceled. At the Sale Hearing held on April 3, 2023, the Debtors
requested that the Bankruptcy Court approve the Stalking Horse
Agreement and the transactions contemplated thereunder with the
amount of the purchase price set forth in the Stalking Horse
Agreement. On April 4, 2023, the Bankruptcy Court entered the Sale
Order, by which the Bankruptcy Court, among other things, approved
the Sale of substantially all of the Debtors' Assets to the
Stalking Horse Purchaser, free and clear of all Encumbrances other
than Assumed Liabilities and Permitted Liens pursuant to the
Stalking Horse Purchase Agreement. Additionally, all of the
Debtors' remaining Unexpired Leases and many of their Executory
Contracts were assumed and assigned to the Stalking Horse Purchaser
and no longer represent obligation of the Debtors or its estates,
in accordance with the Sale Order and Stalking Horse Purchase
Agreement. On April 7, 2023, the Debtors and the Stalking Horse
Purchaser closed the Sale in accordance with the terms of the Sale
Order and the Stalking Horse Purchase Agreement.
During the Committee's investigation, the Settlement Parties
initiated negotiations regarding a global settlement agreement to
resolve all claims and disputes amongst the Settlement Parties.
After the Committee concluded its review of the Investigation
Material, it determined that the benefits of the Settlement
Agreement outweighed the risks and uncertainties associated with
any potential challenge regarding (a) the scope of the Prepetition
Lender Group's liens and the credit bid and (b) any claims against
TPG or any of the directors or officers of the Debtors.
As a result of intense negotiations between the Settlement Parties
and as a reflection of the Settlement Parties' collective business
judgment, on March 17, 2023, the Settlement Parties entered into
the Settlement Agreement, which provided for, among other things:
(a) the global resolution all claims and disputes among the
Settlement Parties; (b) the waiver and extinguishment of unsecured
claims of the Lender Group and TPG, including the Deficiency Claim,
under a chapter 11 plan consistent with the Settlement Agreement
(solely for distribution purposes), thereby increasing
distributions to the remaining general unsecured creditors; (c) the
termination of the Challenge Period as contemplated by and defined
in the Final DIP Order with the Committee's consent; (d) the filing
of this Combined Disclosure Statement and Plan, which will provide
for the creation of a liquidating trust charged with the orderly
wind-down of the Debtors' estates, payment of allowed
administrative and priority claims and pro rata distributions to
unsecured creditors; (e) the Committee's support of the Sale,
including the sale of claims against TPG, to the Stalking Horse
Purchaser, and the Combined Disclosure Statement and Plan with the
releases described herein; (f) following the closing of the Sale,
the Debtors' payment of Allowed unpaid Claims under section
503(b)(9) of the Bankruptcy Code in the amount of up to $612,000
and Allowed unpaid Secured Claims or Priority Tax Claims in the
amount of up to $110,000. The Settlement Agreement was approved by
the Bankruptcy Court on an interim basis on March 24, 2023, and on
a final basis on April 4, 2023, pursuant to the Settlement
Agreement Order.
Under the Plan, Class 3 General Unsecured Claims total
approximately $10,663,000. Each Holder of an Allowed General
Unsecured Claim shall receive a Trust Interest, which shall entitle
each Holder thereof to its Pro Rata share of Trust Assets after
satisfaction in full of Allowed Administrative Claims, Allowed
Other Secured Claims, Allowed Priority Tax Claims, Allowed Priority
Non-Tax Claims, and payment of, or provision for, all Trust
Expenses. Holders of Secured Credit Facilities shall not receive
any Distributions from Allowed General Unsecured Claims on account
of the Deficiency Claims or on account of such Secured Credit
Facilities. Upon the Effective Date, TPG will waive all amounts of
its General Unsecured Claim against the Estates under its
management services agreement. Creditors will recover 11.4% of
their claims. Class 3 is impaired.
"Trust Assets" means all Assets of the Debtors on the Effective
Date, including (a) Cash, (b) Retained Causes of Action, (c)
proceeds of the liquidation of the Debtors' Assets from any source,
and (d) the Wind-Down Amount.
"Trust Interests" means the non-transferable, beneficial interests
in the Trust that will entitle each Holder thereof to the
distributions of the Trust Assets in accordance with the Combined
Disclosure Statement and Plan and the Trust Agreement, which Trust
Interests will be non-transferable and non-assignable except by
operation of Law.
The voting record date will be on May 17, 2023. The deadline to
mail solicitation packages and all notices will be on May 22, 2023.
The deadline to object to claims for voting purposes only will be
on June 2, 2023 at 4:00 p.m. The deadline for creditors to file
Rule 3018 Motions will be on June 9, 2023 at 4:00 p.m. The
deadline to file Plan supplement will be on June 12, 2023 at 4:00
p.m. The deadline to respond to Rule 3018 Motions will be on June
16, 2023 at 4:00 p.m. The voting deadline for the Combined
Disclosure Statement and Plan will be on June 19, 2023 at 4:00 p.m.
The Combined Disclosure Statement and Plan Objection Deadline will
be on June 22, 2023 at 4:00 p.m. The Deadline to File Reply will
be on June 26, 2023 at 4:00 p.m. The Deadline to File Voting
Tabulation Affidavit will be on June 26, 2023 at 4:00 p.m. The
Combined Hearing will be on June 29, 2023 at 10:00 a.m.
Counsel to the Debtors:
Andrew L. Magaziner, Esq.
S. Alexander Faris, Esq.
Kristin L. McElroy, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: amagaziner@ycst.com
afaris@ycst.com
kmcelroy@ycst.com
- and -
David A. Agay, Esq.
Marc Carmel, Esq.
Joshua Gadharf, Esq.
Maria G. Carr, Esq.
Ashley Jericho, Esq.
MCDONALD HOPKINS LLC
300 North LaSalle Street, Suite 1400
Chicago, IL 60654
Telephone: (312) 280-0111
Facsimile: (312) 280-8232
E-mail: dagay@mcdonaldhopkins.com
mcarmel@mcdonaldhopkins.com
jgadharf@mcdonaldhopkins.com
mcarr@mcdonaldhopkins.com
ajericho@mcdonaldhopkins.com
Counsel for the Official Committee of Unsecured Creditors:
Christopher M. Samis, Esq.
Aaron H. Stulman, Esq.
Elizabeth R. Schlecker, Esq.
POTTER ANDERSON & CORROON LLP
1313 North Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
E-mail: csasmis@potteranderson.com
astulman@potteranderson.com
eschlecker@potteranderson.com
- and -
James S. Carr, Esq.
Maeghan J. McLoughlin, Esq.
Ravi Vohra, Esq.
KELLEY DRYE & WARREN LLP
3 World Trade Center
175 Greenwich Street
New York, NY 10007
Telephone: (212) 808-7800
E-mail: jcarr@kelleydrye.com
mmcloughlin@kelleydrye.com
rvohra@kelleydrye.com
A copy of the Disclosure Statement dated April 26, 2023, is
available at https://bit.ly/424hFKf from Omniagentsolutions, the
claims agent.
About Independent Pet Partners
Independent Pet Partners Holdings, LLC and various affiliated
entities sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-10153) on February 5, 2023.
In the petition signed by Stephen Coulombe, co-chief restructuring
officer, the Debtor disclosed up to $500 million in both assets and
liabilities.
Independent Pet Partners offers a one-stop pet experience with
healthy, high-quality food products and treats and a range of pet
services, including grooming, self-wash, pet parent education, and
veterinary services. The Debtors also sell goods through their
e-commerce platform with each of the Debtors' banners having its
own standalone website. As of the Petition Date, the Debtors
operated under four unique regional banners: Chuck and Don's,
Kriser's Natural Pet, Loyal Companion, and Natural Pawz.
Judge Laurie Selber Silverstein oversees the case.
The Debtors tapped McDonald Hopkins, LLC as general counsel, Young
Conaway Stargatt and Taylor, LLP as co-counsel, Berkeley Research
Group, LLC as co-chief restructuring officer, Houlihan Lokey
Capital, Inc. as financial advisor and investment banker, and Omni
Agent Solutions as notice, claims, and balloting agent.
CION Investment Corporation; Main Street Capital Corporation; MCS
Income Fund, Inc.; Newstone Capital Partners III, L.P; Newstone
Capital Partners III-A, L.P.; and Newstone Capital Partners III-B,
L.P., as DIP Lenders and Prepetition Lenders, are represented by
Dechert LLP.
Co-counsel to the DIP Lenders and Prepetition Lenders is Richards,
Layton & Finger, P.A.
Acquiom Agency Services, LLC, as administrative and collateral
agent under the DIP facility and as Prepetition ABL Agent, and
Prepetition Priming Agent, is represented by Paul Hastings, LLP.
Wilmington Trust, National Association, as Prepetition DDTL Agent,
is represented by Arnold & Porter Kaye Scholer LLP.
JDI DATA: Chapter 11 Trustee Taps KapilaMukamal as Accountant
-------------------------------------------------------------
Scott Brown, the Chapter 11 trustee for JDi Data Corporation
received approval from the U.S. Bankruptcy Court for the Southern
District of Florida to employ KapilaMukamal, LLP as accountant.
The firm's services include:
a. review and analysis of the Debtor's accounting records;
b. forensic analysis and support, if necessary;
c. litigation support, if necessary;
d. expert reports and testimony, if necessary;
e. computer and IT analysis, investigation and support, if
necessary;
f. preparation of tax returns; and
g. all other ordinary or necessary accounting, financial and
forensic-related services required in the administration of the
Debtor's estate.
The firm will be paid at its normal hourly rates and reimbursed for
out-of-pocket expenses incurred.
Barry Mukamal, a partner at KapilaMukamal, 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:
Barry E. Mukamal, CPA
KapilaMukamal, LLC
1000 South Federal Highway, Suite 200
Ft. Lauderdale, FL 33316
Office: (954) 761-1011
Direct: 786-517-5730
Email: bmukamal@kapilamukamal.com
About JDi Data Corporation
JDi Data Corporation has developed innovative solutions for
professionals within the insurance, risk, and legal communities.
Its software solutions are designed to allow organizations to
invest in tools that truly transform their day-to-day processes.
The company is based in Fort Lauderdale, Fla.
JDi Data sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Fla. Case No. 23-11322) on Feb. 17, 2022, with $1
million to $10 million in both assets and liabilities. John Heller,
chief restructuring officer, signed the petition.
Judge Scott M. Grossman oversees the case.
Moffa & Bierman represents the Debtor as legal counsel.
Scott N. Brown is the Chapter 11 trustee appointed in the Debtor's
bankruptcy case. Bast Amron, LLP and KapilaMukamal, LLP serve as
the trustee's legal counsel and accountant, respectively.
JDI DATA: Court OKs Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized JDi Data Corporation to use
cash collateral on an interim basis in accordance with the budget,
however, the Debtor is not authorized to disburse the proposed
payments to the U.S. Small Business Administration.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to:
a. pay its secured creditor, the U.S. Small Business
Administration, its monthly debt payment which payment amount is
unknows as the first payment for the SBA loan is coming due. The
SBA Loan was for $1.8 million. The SBA has a UCC-1 recorded in the
Secured Transaction Registry in Florida, which is the State of
Incorporation for the Debtor;
b. pay all necessary utilities, including remote cloud
services provided by AWS;
c. pay all applicable taxes and insurances; and
d. otherwise remain compliant with its current monthly
operational expenses.
The SBA appears to be the only secured creditor of the Debtor but
the Debtor's management is verifying the execution of a Security
Agreement to the UCC-1, which was recorded on September 5, 2020,
being owed the principal sum of $1.8 million plus applicable
interest. Although the SBA retains a blanket UCC-1 interest in the
Debtor's personal property, the Debtor proposed to provide adequate
protection to the SBA in the form of regular monthly payments due
under the note, or in a lesser amount as agreed upon.
A continued hearing on the matter is set for May 24 at 1:30 p.m.
A copy of the order is available at https://bit.ly/3AZUa9T from
PacerMonitor.com.
About JDi Data Corporation
JDi Data Corporation has developed innovative solutions for
professionals within the insurance, risk, and legal communities.
Its software solutions are designed to allow organizations to
invest in tools that truly transform their day-to-day processes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11322) on February
17, 2022. In the petition signed by John Heller as CRO, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Scott M. Grossman oversees the case.
Scott M. Grossman, Esq., at Moffa & Bierman, represents the Debtor
as legal counsel.
JETBLUE AIRWAYS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Negative
-------------------------------------------------------------------
Fitch Ratings has affirmed JetBlue Airways Corporation's Long-Term
Issuer Default Rating (IDR) at 'BB-'. The Rating Outlook is
Negative. Fitch has also affirmed the ratings on JetBlue Airways
Pass Through Trust Certificates, series 2019-1 and 2020-1.
The Negative Rating Outlook anticipates a negative rating action
should JetBlue close its pending acquisition of Spirit Airlines
(B+/Stable). JetBlue has agreed to purchase Spirit for up to $3.8
billion in a leveraging transaction. Although JetBlue has publicly
stated its intention to de-lever following the acquisition, Fitch
views the combination of higher debt loads and merger integration
risks are likely to be inconsistent with JetBlue's current rating.
JetBlue's standalone rating of 'BB-' is supported by its manageable
pre-acquisition debt levels, prospects for improving operating
margins, and financial flexibility provided by its unencumbered
asset base. However, JetBlue's profitability underperformed peers
in 2022. Failure to meaningfully restore profitability in 2023,
potentially driven by a recessionary scenario or greater than
anticipated operational issues, could lead to a negative rating
action in the absence of consummating the Spirit acquisition.
Closing of the Spirit transaction remains uncertain. In March 2023
the Department of Justice sued to block the acquisition. A trial
date is set for October. Fitch will re-evaluate JetBlue's ratings
should the acquisition fall through, potentially revising its
Outlook to Stable.
Enhanced Equipment Trust Certificate (EETC) Ratings
Fitch has affirmed JetBlue's 2019-1 Class A certificates at 'BBB'
and affirmed JetBlue's 2019-1 Class AA certificates at 'A+'. The
rating of the Class A certificates reflects limited loan-to-value
(LTV) headroom under the 'BBB' stress scenario and slow rate of
amortization in the transaction, making the rating susceptible to
marginal value declines. Fitch has also affirmed JetBlue's 2020-1
Class A certificates at 'A'. These ratings are supported by
sufficient overcollateralization and quality of collateral. The
affirmation of the subordinated tranche ratings of the 2019-1 and
2020-1 transactions at 'BBB-' are driven by a strong affirmation
factor and the presence of a liquidity facility.
KEY RATING DRIVERS
Demand Remains Supportive in Near Term: Airlines continue to report
solid booking trends for the peak summer season, providing
confidence in an improving operating environment for this year.
Several carriers reiterated sustained high levels of demand in
recent earnings calls, with JetBlue calling out particularly strong
results in leisure and visiting friends and relatives (VFR)
traffic. Fitch notes that certain markets that are more heavily
reliant on business travel face relative weakness to leisure
markets as business travel that has yet to fully rebound to
pre-pandemic levels. However, JetBlue is less exposed to business
travel than the larger network airlines.
Although Fitch remains cautious around the potential demand impacts
of a weaker macro environment, the base case continues to reflect a
solid environment through this year as consumers prioritize travel
and experiences coming out of the pandemic.
Margins Improving but Remain Below Competitors: Fitch expects
JetBlue's operating margins to improve in 2023, but to continue to
underperform the industry. Fitch expects margins to rise to the mid
single digits for full-year 2023, and into the high single digits
in 2024. JetBlue underperformed in 2022 after facing outsized
operational issues partly due to its network concentration in the
Northeast to Florida corridor, which experienced significant air
traffic control (ATC) and weather-related disruptions. As a result,
the company pulled down planned capacity and invested in
operational reliability, driving up costs.
Headwinds will persist this year as JetBlue is more heavily
affected by ongoing ATC shortages in NY compared with competitors.
More than 75% of JetBlue's daily flights touch New York and Boston.
The company also faces wage pressures following a two-year
extension of its pilot union contract reached in January of this
year, which calls for wage increases of 21.5% over 18 months. All
told, Fitch expects strong underlying demand, normalizing
operational disruptions, and ongoing cost control efforts to drive
margin improvement, but JetBlue's concentration in the Northeast
carries downside risks should operational problems prove to be
greater than expected.
FCF is a Rating Weakness: Fitch views JetBlue's FCF profile as a
rating weakness at least through 2024 and possibly 2025. Fitch
expects a modest full-year margin forecast for 2023 and ramping
capital spending to keep FCF negative this year. The expected
improvement in operating cash flows in 2024 is more than offset by
JetBlue's projected step up in capital spending as aircraft
deliveries increase. JetBlue is projecting $1.3 billion in capital
spending this year, with aircraft obligations rising to $2.2
billion in 2024 and $1.8 billion in 2025.
JetBlue faces simultaneous demands on cash related to its planned
acquisition of Spirit Airlines, including the $0.10/share monthly
ticking fee to be paid through 2023. As such, Fitch expects JetBlue
to rely on debt financing for aircraft deliveries in the near term,
likely driving total debt balances higher through 2025.
Balance Sheet Considerations: Fitch views JetBlue's standalone debt
balance as manageable at the current rating level. The base case
forecast anticipates gross EBITDAR leverage declining to 4x by YE
2023 and into the mid 3x thereafter, conservatively assuming that
margins remain modestly below pre-pandemic levels. Should the
Spirit acquisition close, gross leverage at the combined companies
is likely to exceed tolerances for a 'BB-' rating at least through
2025.
JetBlue plans to de-leverage quickly following the acquisition, but
Fitch believes that deleveraging capacity may remain limited for
some time as JetBlue needs to direct cash toward funding aircraft
deliveries. JetBlue expects to close the acquisition with proforma
net leverage of 3.0x-3.5x. Fitch expects gross EBITDAR leverage to
be close to 5x, which is considered high for a 'BB' category
rating.
Integration a Concern in the Current Environment: JetBlue's
Negative Outlook remains partly driven by risks related to its
planned acquisition of Spirit Airlines. Airline integrations have
historically proven to be complex and costly. Combining IT systems,
labor groups and networks while reconfiguring aircraft all pose
logistical challenges. Fitch is monitoring the ability to attract
sufficient pilots to fund planned capacity growth. While Fitch
expects air traffic demand to remain healthy in a modest economic
downturn, a sharper slowdown in the midst of the JetBlue/Spirit
acquisition creates further risks. Should demand falter or
operating issues persist for longer than anticipated, the combined
companies could be in a position where acquisition-related debt
pressures credit metrics.
Acquisition dis-synergies also remain a concern. JetBlue plans to
reconfigure Spirit's aircraft to current JetBlue layouts, which
will reduce the density of those aircraft creating a unit cost
headwind. The change to Spirit's underlying unit cost structure
takes away part of Spirit's competitive advantage, which is its
ability to compete aggressively on price and target price sensitive
travelers.
EETC Ratings
The ratings on the class AA and A certificates are driven by a
top-down analysis incorporating a series of stress tests that
simulate the rejection and repossession of the aircraft in a severe
aviation downturn.
2019-1
Fitch has affirmed the JetBlue 2019-1 class A certificates at 'BBB'
due to limited LTV headroom under the BBB stress scenario. Maximum
LTVs stayed relatively flat, decreasing to 96.3% from 97.7% as the
values for 2017-2018 vintage A321s slightly outperformed Fitch's
previous revised depreciation assumption of 6%. The collateral in
the pool is still seen as highly attractive; however, the low
diversification and slow amortization profile, makes the
transaction's LTVs susceptible to marginal value declines.
Fitch has affirmed JetBlue's 2019-1 Class AA certificates at 'A+'
due to a large amount of overcollateralization. The class AA
certificates saw LTVs stay relatively flat, decreasing to 80.6%
from 82.0% under the A level stress scenario. The large buffer in
LTVs helps mitigate concerns related to slow amortization and
diversification mentioned above.
2020-1
Fitch has affirmed the ratings on JetBlue's 2020-1 transaction at
'A', as the transaction continues to pass the A level stress
scenario with sufficient headroom. Fitch calculated the maximum
loan-to-value (LTV) for the class A certificates transaction to be
89.5%, down from 93.2%. Collateral declines for the pool's 17 A321s
and 7 A321 NEOs were within Fitch's updated depreciation
assumptions. Unlike the 2019-1 transaction, Fitch expects
collateralization to improve over the next several years as the
transaction's pace of amortization increases.
Subordinate Tranche Ratings: The rating for the class B
certificates is based on the bottom-up approach detailed in Fitch's
EETC criteria, which calls for the rating to be notched up from
JetBlue's corporate rating of 'BB-'. Subordinated tranches receive
notching uplift based on three factors: 1) the affirmation factor
(0-2 notches for BB category-rated airlines) 2) the presence of a
liquidity facility, (0-1 notch) and 3) recovery prospects (0-1
notch).
The class B certificates qualify for a three-notch uplift to 'BBB-'
from JetBlue's IDR of 'BB-'. The notching consists of +2 notches
for the affirmation factor (maximum is +2 for a 'BB' category
issuer) and +1 notch for the presence of a liquidity facility.
Affirmation Factor:
2020-1: Fitch continues to view the 2020-1 transaction as having a
high affirmation supported by the large portion of JetBlue's active
fleet contained in the pool, the high-quality collateral including
next gen NEO and work-horse CEO aircraft important to the company's
strategy, and a relatively young collateral pool. Partially
offsetting these positive factors is the pool's low diversification
as it relates to comparable transactions.
2019-1: Fitch considers the affirmation factor for this pool of
aircraft to be high. The 25 aircraft in this transaction make up
nearly 40% of JetBlue's sub-fleet of A321s (it operated 63 A321s in
total as of March 2023), and about 9% of its total fleet, making it
highly unlikely that the aircraft in this pool would be rejected in
the case of a bankruptcy. The A321 has taken a key role in
JetBlue's fleet since the carrier started operating it in 2013.
A321s now make up almost a quarter of JetBlue's fleet by number of
aircraft, and they are essential to the carrier's transcontinental
operations and to its operations in slot-constrained JFK airport.
DERIVATION SUMMARY
JetBlue's 'BB-' rating is one notch above Spirit Airlines
(B+/Stable) and United Airlines (B+/Stable), and three notches
above American Airlines (B-/Stable). Compared with United, JetBlue
benefits from its low cost structure, domestic/leisure focus which
may prove more stable in a downturn. However, Fitch views JetBlue
as having limited headroom at the 'BB-' level, whereas United is on
an improving trajectory. Gross leverage metrics for JetBlue and
United are comparable, though JetBlue's 2022 metrics were adversely
affected by operational issues that kept margins below peers. Both
carriers face FCF pressures over the next few years due to heavy
aircraft delivery schedules. JetBlue maintains a stronger balance
sheet than Spirit, and has historically operated with more
conservative financial policies. This is partly offset by Spirit's
low cost base, though in the near term, operational issues at
Spirit limit the benefits of its low-cost operating model.
JetBlue's network and route diversification still lags behind the
big four U.S. carriers, but have strengthened as the carrier has
continued to grow. The company has built a more defensible network
with a leading market share in each of its three main focus cities
(BOS, JFK and FLL). JetBlue also offers a compelling product
compared with competitors with its relatively generous leg room and
in-flight offerings.
EETC Ratings
The certificates rated 'A+' are one notch higher than ratings for
several class A certificates issued by other carriers. Stress
scenario LTVs for the 2019-1 transaction remain low and continue to
support the 'A+' rating. The 2020-1 class A certificates that are
rated 'A' compare well with issuances from American, Air Canada and
British Airways that are also rated 'A'. Rating similarities are
driven by similar levels of overcollateralization and high-quality
pools of collateral.
The 'BBB' ratings on the class B certificates are derived through a
three-notch uplift from JetBlue's IDR. The three-notch uplift
reflects a high affirmation factor, benefit of a liquidity facility
and no benefit for recovery expectations.
KEY ASSUMPTIONS
Key Assumptions in Fitch's Ratings Case Include:
- Continued air traffic growth through the forecast period with
traffic for JetBlue up 8% in 2023 on mid-single-digit capacity
growth. Air traffic grows in the low- to mid-single-digits
annually thereafter;
- Unit revenues rise in the low single digits in 2023 and remain
roughly flat in 2024;
- Jet fuel prices average $3.10/gallon in 2023, declining to
$2.90/gallon thereafter;
- Capex is in line with management's forecast;
- Fitch assumes that JetBlue uses debt financing for roughly
65% of planned capital spending. New debt is assumed to be
senior secured and backed by aircraft, with a 7% average
coupon rate.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to an
Outlook Stabilization:
- Consummation of the Spirit acquisition in a credit conscious
manner;
- Demonstrated ability to manage revenue per available seat mile
ahead of cost per available seat mile, leading EBITDAR margins
to the upper teens or higher.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBIT margins remaining in high single digits;
- Adjusted debt/EBITDAR sustained below 3.5x;
- EBITDAR fixed-charge coverage remaining above 3.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Completion of the acquisition in a manner leading credit
metrics to remain outside levels commensurate with the
current rating;
- Sustained adjusted debt/EBITDAR above 4.5x;
- EBITDAR fixed-charge coverage falling below 2.5x on a
sustained basis;
- EBIT margins in the low single digits.
EETC Sensitivities
The class AA and A certificate ratings are primarily based on a
top-down analysis based on the value of the collateral. Therefore,
a negative rating action could be driven by an unexpected decline
in collateral values. Senior tranche ratings could also be affected
by a perceived change in the affirmation factor or deterioration in
the underlying airline credit. The 2019-1 class A certificates are
more susceptible to collateral value fluctuations due to a less
aggressive amortization profile relative to the other transactions.
Positive rating actions are not expected for these transactions in
the near term, driven by current collateral coverage and limited
LTV headroom under the 'BBB' stress scenario for the 2019-1 Class A
certificates.
Subordinated tranche ratings are based off of the underlying
airline IDR. If JetBlue's IDR is downgraded into the 'B' category,
the max affirmation factor (AF) would increase to +3 from +2,
subordinated tranches would be based on a reassessment of the
affirmation factor. Subordinate tranches are sensitive to recovery
expectations in a stress scenario. Subordinate tranches are also
subject to changes in Fitch's view of the likelihood of affirmation
for the underlying collateral.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of March 31, 2023, JetBlue had a cash and
cash equivalents balance of $1.33 billion and short-term investment
securities of $204 million, equaling 15.8% of LTM revenue. Total
liquidity, including JetBlue's $600 million undrawn revolver, is
equivalent to 22% of LTM revenue. Liquidity remains comfortable but
is down significantly from a year ago. At first-quarter 2022
JetBlue maintained nearly $2.8 billion in cash and short-term
investments, a level that provided significant downside protection.
Cash declined through the year due to a combination of negative
FCF, exacerbated by weaker than expected financial results in 2022,
debt repayment of $369 million, and a $297 million prepayment for
the Spirit acquisition.
Upcoming debt maturities are manageable given Fitch's expectations
for improving cash flow from operations, and the financeability of
the bulk of the company's upcoming capital spending commitments.
Maturities total $216 million for the remainder of 2023, $237
million in 2024 and $204 million in 2025. Maturities step up in
2026 when the company's $740 million convertible notes come due.
JetBlue's $600 million revolving credit facility is secured by
take-off and landing slots at JFK, Newark Liberty, LaGuardia, and
Washington Reagan, and is set to mature in October of 2024. JetBlue
repaid the balance on the facility in the first quarter of 2021 and
it is undrawn at the end of March 2023. JetBlue also maintains a
$200 million revolving line of credit with Morgan Stanley. The
credit facility is renewed annually and secured by investment
securities held at Morgan Stanley. Fitch does not include this
revolving credit facility in its total liquidity calculation to
avoid "double counting" since the facility is secured by the
investment securities on the balance sheet that Fitch considers a
part of readily available cash.
JetBlue's debt primarily consists of secured notes backed by
aircraft and related assets. Of the $3.6 billion in debt on
JetBlue's balance sheet, $3.5 billion features fixed interest
rates. Unsecured debt consists of government payroll support loans
and $740 million in convertible notes. Payroll Support loans were
taken on during the pandemic and bear a fixed rate of 1% through
2025 and 2026; moving to SOFR plus 2% through maturity.
EETC
JBLU 2020-1
Both tranches of debt in this transaction feature a dedicated
liquidity facility provided by Natixis (Fitch rated
A+/F1/Negative).
JBLU 2019-1
All three tranches of debt in this transaction feature a dedicated
liquidity facility provided by Credit Agricole (Fitch rated
A+/F1/Stable).
ISSUER PROFILE
JetBlue is a low-cost carrier that serves over 100 destinations
throughout the United States, Caribbean, and Latin America. The
company has focus cities in Boston, NYC-JFK, Fort Lauderdale,
Orlando, LA, and San Juan. In terms of Revenue and ASMs, the
company is the sixth largest carrier in the United States.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
JetBlue Airways
Corporation LT IDR BB- Affirmed BB-
senior secured LT BB+ Affirmed RR1 BB+
JetBlue Airways
Pass Through Trust
Series 2019-1
senior secured LT A+ Affirmed A+
senior secured LT BBB Affirmed BBB
senior secured LT BBB- Affirmed BBB-
JetBlue Airways
Pass Through Trust
Series 2020-1
senior secured LT A Affirmed A
senior secured LT BBB- Affirmed BBB-
JNJ HOME: Hearing Tomorrow on Continued Cash Collateral Use
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York is
scheduled to hold a hearing for May 10 at 11 a.m. to consider JNJ
Home Health Care, Inc.'s continued access to cash collateral.
The Debtor presently has authority to use cash collateral on an
interim basis in accordance with the budget, with a 10% variance,
through May 12, 2023. The Debtor requires the use of cash
collateral to continue to operate its business.
The Small Business Association holds a duly perfected security
interest in all of the Debtor's property, and assets, including the
proceeds thereof, by virtue of Loan Authorization and Agreement,
Note, and Security Agreement, dated June 18, 2020. The original
principal amount of the loan was $150,000; however, in or about
October 21, 2021, the Debtor's loan amount was increased to
$510,000.
The Debtor acknowledges its repayment obligations under the Loan
Agreements. The SBA asserts it is secured by, inter alia, liens
and security interests in all of the Debtor's assets by virtue of
UCC-1 Financing Statement.
Itria Ventures LLC holds a duly perfected security interest in the
Debtor's business assets, including the proceeds thereof pursuant
to a Receivables Sales Agreement dated February 23, 2023 whereby
Itria purchased $202,500 of the Debtor's future accounts
receivable. In addition, Itria holds a duly perfected security
interest in the Debtor's business assets, including the proceeds
thereof and the proceeds of an Employee Retention Tax Credit which
Debtor is entitled to receive from the U.S. Internal Revenue
Service by virtue of a Business Loan and Security Agreement dated
Mach 2, 2023 made to the Debtor in the original principal amount of
$400,000.
The Debtor acknowledges the Debtor's repayment obligations under
the RSA and ERTC Loan and Itria asserts that it is secured by,
inter alia, liens and security interests in all of the Debtor's
assets, including but not limited to the ERTC Credit by virtue of
duly filed UCC-1 Financing Statements.
In addition to the Secured Parties' security interests, liens,
rights, and other interests in and with respect to their
collateral, as adequate protection for and to secure the payment of
an amount equal to any diminution in the value of its collateral,
the Debtor grants to the Secured Parties post-petition replacement
liens on and security interests in (JMM), under 11 U.S.C. section
361(2), on all property of the Debtor and its estate. The
Replacement Liens granted to the Secured Parties will become valid,
enforceable, and fully perfected liens without any action by Debtor
or the Secured Parties, and no filing or recordation or other act
that otherwise may be required under federal or state law in any
jurisdiction will be necessary to create or perfect such liens and
security interests.
The Debtor's authorization to use cash collateral and the Secured
Parties' consent thereto, will immediately terminate without
further Order on the earlier of:
(a) May 12, 2023, at 5:00 p.m. EST;
(b) The entry of an order granting any Secured Party, or any
party other than the Secured Parties, relief from the automatic
stay with respect to any property of the Debtor in which any
Secured Party claims a lien or security interest, whether pursuant
to the Order or otherwise;
(c) The entry of an order dismissing the Chapter 11 proceeding
or converting the proceeding to a case under Chapter 7 of the
Bankruptcy Code;
(d) The entry of an order confirming a plan of reorganization;
or
(e) The entry of an order by which this Consent Order is
reversed, revoked, stayed, rescinded, modified or amended without
the consent of the Secured Parties thereto.
A copy of the order is available at https://bit.ly/412GPYN from
PacerMonitor.com.
About JNJ Home Health Care, Inc.
JNJ Home Health Care, Inc. is a provider of home healthcare
services. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bakr. E.D. N.Y. Case No. 23-41382) on April 24,
2023. In the petition signed by Caren D. Serieux-Bazelais, CEO, the
Debtor disclosed $1,616,300 in assets and $3,550,540 in
liabilities.
Judge Jil Mazer-Marino oversees the case.
James J. Rufo, Esq., at the Law Office of James J. Rufo, represents
the Debtor as legal counsel.
JUSTICE SAND: Case Summary & 17 Unsecured Creditors
---------------------------------------------------
Debtor: Justice Sand Co., Inc.
19216 TX-35
Sweeny, TX 77480
Business Description: Justice Sand is a family-owned and operated
company that manufactures and provides a
variety of construction materials and site
work to commercial and residential
customers.
Chapter 11 Petition Date: May 8, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-80085
Judge: Hon. Jeffrey P. Norman
Debtor's Counsel: Robert C. Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Total Assets: $1,800,713
Total Debts: $2,975,864
The petition was signed by Rush Claxton as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/IPLWR6I/JUSTICE_SAND_CO_INC__txsbke-23-80085__0001.0.pdf?mcid=tGE4TAMA
KEVIN G. SAUNDERS: Unsecureds Will Get 2.1% of Claims in 36 Months
------------------------------------------------------------------
Kevin G. Saunders Photography, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Texas a Plan of Reorganization
for Small Business under Subchapter V dated May 2, 2023.
The Debtor is a photography studio located in San Antonio, Texas.
Debtor was originally formed in October, 2007, and has been
conducting its business operations for more than 15 years.
The Debtor's problems which led to the filing are almost entirely
attributable to the pandemic and the changes it imparted on the
Debtor's business model. However, with the strains on the Debtor's
cash flow and the timing of its sales, it needed to undergo a
restructuring of its debts to ensure its continued existence.
Therefore, the case was filed in an effort to reorganize the
Debtor's debts.
The Debtor's financial projections show that the Debtor will have
projected disposable income of $23,310.00. The final Plan payment
is expected to be paid in or around July, 2026.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the cash flow generated from the operations of the company and
its future income.
It is estimated that non-priority unsecured creditors holding
allowed claims will receive distributions, which the proponent of
this Plan has valued at approximately 2.1 cents on the dollar. This
Plan also provides for the payment of administrative and priority
claims as required by law.
Based upon current estimates, total unsecured/undersecured
creditors' debt in the case will likely amount to between $900,000
and $1,100,000.
Class 11 consists of Allowed Unsecured Claims (including
undersecured claims and deficiency balances owed after disposition
of collateral). The Debtor shall set aside the cumulative amounts
identified as "Yearly Disposable Income Calculation" during the
period of time which is 36 months from the Effective Date of the
Plan, which shall be known as the "General Unsecured Creditor
Fund". The Debtor shall make the annual payment due to this fund on
or before the 12th, 24th and 36th months following the Effective
Date of the Plan.
All Creditors holding Allowed Unsecured Claims (including the
undersecured portion of claims of creditors from Classes 4 through
10) shall be paid a Pro Rata share of the funds deposited in the
General Unsecured Creditor Fund on an annual basis, with each
payment being due on the yearly anniversary of the Effective Date.
Based upon current projections, Debtor believes the payments to
unsecured creditors would be approximately 2.1% of the Allowed
amount of each claim.
Class 12 consists of Equity Holders of the Debtor. All Equity
Holders shall retain their membership interests in the Reorganized
Debtor.
This Plan is based upon the distributions to Creditors by the
Debtor, at its option, by means of one or more of the following:
(a) cash presently held by the Debtor and cash to be acquired
through the operation of its business including cash generated from
the contracts the Debtor is currently under and those contracts
that the Debtor may enter into at a later date; and (b) collection
of any accounts receivable.
Debtor shall continue to exist as Reorganized Debtor after the
Effective Date with its current officer, Kevin G. Saunders,
continuing to operate the company.
A full-text copy of the Plan of Reorganization dated May 2, 2023 is
available at https://bit.ly/42hwBp8 from PacerMonitor.com at no
charge.
Debtor's Counsel:
H. Anthony Hervol, Esq.
LAW OFFICE OF H. ANTHONY HERVOL
4414 Centerview Dr., Suite 207
San Antonio, TX 78228
Tel: (210) 522-9500
Fax: (210) 522-0205
E-mail: hervol@sbcglobal.net
About Kevin G. Saunders Photography
Kevin G. Saunders Photography, Inc., sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No.
23 50100) on February 1, 2023. In the petition signed by Kevin G.
Saunders, its president, the Debtor disclosed up to $100,000 in
assets and up to $10 million in liabilities.
Judge Craig A. Gargotta oversees the case.
The Law Office of H. Anthony Hervol is the Debtor's legal counsel.
LA BELLE FRANCE: Seeks Cash Collateral Access
---------------------------------------------
La Belle France, LLC asks the U.S. Bankruptcy Court for the Western
District of Washington for authority to use cash collateral and pay
pre-petition wages.
The Debtor requires the use of cash collateral to pay operating
expenses in accordance with the budget, with a 15% variance.
From its inception through approximately 2018, income from the
Debtor's operation was sufficient to pay all operating expenses and
service the Debtor's obligations. During 2019, the Debtor began to
experience unexpected shortfalls associated with higher than
necessary labor costs. As the Debtor was taking steps to bring its
employee expense in line, the Debtor's operations were severely
impacted by the COVID-19 pandemic which continued until early 2022.
In response to the reduction in income, the Debtor incurred debt
that was beyond its ability to pay. Servicing the debt negatively
impacted all phases of the Debtor's business operation including
its ability to remain current on payments to its landlord. Facing
mounting collection pressure from creditors, including an eviction
proceeding, the Debtor filed for protection under Chapter 11,
Subchapter V, in order to remain in business.
Prior to the Petition Date, the Debtor entered into a new agreement
to lease a space located at 613 Industry Drive, Tukwila, WA. The
Debtor anticipates relocating to the new space on or before May 15,
2023.
The Debtor disburses payroll bi-weekly, with the next payroll set
to occur on May 5, 2023. The payroll includes prepetition hours
worked from April 17 through April 28, 2023. For that reason, the
Debtor seeks approval to pay the pre-petition payroll on the
scheduled date of May 5 in the approximate amount of $7,075.
Based on a UCC search performed on March 3, 2023, the Debtor has
identified six secured creditors with a potential interest in cash
collateral. Based on the dates of the UCC-1 filings, the debtor
believes that Banner Bank is in first position as to collateral
followed by the US Small Business Administration and that there is
not sufficient collateral to secure the other claims as referenced.
As of the petition date, the Debtor's deposit accounts with a
balance of $17,966, accounts receivable of $39,567, personal
property valued at approximately $16,275 and inventory valued at
approximately $200,000. Accordingly, on the date of the petition,
the total value of the property of the Debtor was approximately
$273,808.
As adequate protection, the Debtor proposes to provide creditors
with replacement liens against property acquired postpetition.
A copy of the motion is available at https://bit.ly/42cfSTZ from
PacerMonitor.com.
About La Belle France, LLC
La Belle France, LLC manufactures organic skin care and body care
products to wholesale customers, including independent stores,
boutiques, and large retailers. The Debtor also sells its products
direct to retail customers online, via its website.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-10781-MLB) on April
28, 2023. In the petition signed by Philip Grimes, managing member,
the Debtor disclosed up to $500,000 in assets and up to $1 million
in liabilities.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents
the Debtor as legal counsel.
LANNETT COMPANY: Files Prepackaged Chapter 11 Cases
---------------------------------------------------
Lannett Company, Inc. (OTCMKTS: LCIN) announced that it and certain
of its subsidiaries have commenced prepackaged Chapter 11 cases in
the United States Bankruptcy Court for the District of Delaware to
effectuate the transactions contemplated by the Restructuring
Support Agreement ("RSA") announced on May 1, 2023.
The restructuring transactions set forth in the RSA will
substantially delever the Company's balance sheet, positioning
Lannett with sufficient liquidity to implement their business plan,
including efforts to launch several pipeline products.
The Company entered into the RSA with the significant support of
key stakeholders, including holders of more than 80% of its Senior
Secured Notes and 100% of its Second Lien Term Loan, seeking to
significantly improve its financial position by eliminating
approximately $597 million of funded debt, including $511 of
secured debt, through conversion of the secured debt into equity in
the newly reorganized Company. Subsequent to executing the RSA,
Lannett solicited votes of support of its Prepackaged Plan, which
is expected to receive the support of the parties to the RSA. The
Company expects the Chapter 11 cases to be expeditious, with
emergence occurring within 45 days after the filing of the
petitions.
"The significant support of our debtholders and other stakeholders
demonstrates their confidence in the Company's business plan and
Lannett's long-term strategy," said Tim Crew, Chief Executive
Officer, Lannett. "Commencing our Chapter 11 cases is an important
step toward strengthening our financial position, and we intend to
move through this process quickly and without disruption for our
customers and partners. We believe that implementing these
transactions will enable us to continue manufacturing and producing
safe, life-enhancing, and affordable generic pharmaceutical
medicines."
The Prepackaged Plan advances Lannett on its path to sustainable
growth, with a focus on developing new, complex products and more
competitive, higher-margin cost structures. The Company continues
to anticipate near-term product launches and significant progress
on more specialized technologies and capabilities supporting new
product development. In April, the Company announced that it
received positive results from the pivotal clinical trial of
biosimilar insulin glargine and is moving forward expeditiously to
complete the Biologics License Application (BLA), with the goal of
submitting the application to the FDA within the next several
months.
Lannett is expected to operate in the ordinary course of business
through the Chapter 11 process. The RSA and the Prepackaged Plan
provide for vendors, employees, and other partners to be paid in
the ordinary course of business for obligations incurred prior to
and after the commencement of the Chapter 11 cases. The Company
has sufficient liquidity to operate its businesses, including the
payment of all such obligations. Lannett expects to move through
the process seamlessly, emerging as a stronger Company better able
to build for the future.
First Day Motions
Lannett Company, Inc. is filing with the Court a series of
customary "First Day Motions" to facilitate a smooth transition and
to support operations during its case. The Company will continue
servicing its existing customers, vendors, partners, and other
stakeholders in the ordinary course of business.
About Lannett Co. Inc.
Lannett Company, Inc., founded in 1942, develops, manufactures,
packages, markets and distributes generic pharmaceutical products
for a wide range of medical indications. On the Web:
http://www.lannett.com/
Lannett Co. Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10559) on May 3, 2023.
Lannett disclosed total assets of $334,600,000 and total debt of
$708,940,000
as of March 31, 2023.
The Debtor tapped KIRKLAND & ELLIS INTERNATIONAL LLP as bankruptcy
counsel;
FOX ROTHSCHILD LLP as local counsel; FTI CONSULTING, INC., as
financial advisor; and GUGGENHEIM SECURITIES, INC., as investment
banker. OMNI AGENT SOLUTIONS is the claims agent. C STREET
ADVISORY GROUP is the communications advisor.
The secured creditors are being advised by Sullivan & Cromwell LLP
as legal counsel and Houlihan Lokey Inc. as financial advisor.
LANTERN 18: Stephen Darr Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 1 appointed Stephen Darr, Esq., a
partner at Huron Consulting Group, as Subchapter V trustee for
Lantern 18, LLC.
Mr. Darr will be compensated at $750 per hour for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Mr. Darr declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen Darr
Huron Consulting Group
100 High Street, Suite 2301
Boston, MA 02210
Phone: (617) 226-5593
Email: sdarr@hcg.com
About Lantern 18
Lantern 18, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10592) on April
18, 2023, with $100,001 to $500,000 in both assets and liabilities.
The Debtor is represented by Carl D. Aframe, Esq., at Arame &
Barnhill, P.A.
LEGACY CARES: Seeks $9MM DIP Loan From UMB Bank
-----------------------------------------------
Legacy Cares, Inc. asks the U.S. Bankruptcy Court for the District
of Arizona for authority to use cash collateral and obtain
postpetition financing.
Cares seeks authority to enter into a debtor-in-possession
financing in the amount of up to $9 million with UMB Bank, N.A., as
trustee. About $1.6 million will be made available upon emergency
financing approval.
The DIP Facility will have a maturity date of the earlier of (a)
September 30, 2023, (b) the closing date of any restructuring or
sale of substantially all of Cares' assets pursuant to an order
entered by the Bankruptcy Court, and (c) the confirmation of a plan
of reorganization or liquidation for Debtor in the Chapter 11 Case,
subject to acceleration in the event of default.
Cares is obligated to UMB as trustee for certain holders of
municipal bonds issued to fund the development of the Legacy Park
sports park facility and entertainment complex. As of the Petition
Date, the Debtor owes the bondholders $310.3 million. These
obligations, in turn, are secured by a perfected, first-position
lien on (a) Cares' leasehold interest under its Ground Lease with
Pacific Proving; (b) the structures and other improvements at the
Park; (c) the revenues generated by the Park; and (d) Cares'
personal property.
Pursuant to the Indenture of Trust, dated as of August 1, 2020, by
and between the Arizona Industrial Development Authority, a
nonprofit corporation designated as a political subdivision of the
State of Arizona in accordance with the provisions of the
Constitution and laws of the State of Arizona and under Title 35,
Chapter 5, Arizona Revised Statutes, as amended, and UMB Bank,
N.A., a national banking association organized and existing under
the laws of the United States of America, as trustee, the IDA
issued Economic Development Revenue Bonds Tax-Exempt Series 2020A,
Economic Development Revenue Bonds, Taxable Series 2020B, and
Economic Development Revenue Bonds, Tax-Exempt Turbo Redemption
Series 2020C, to make a loan to Cares to finance the cost of the
acquisition, construction, improvement or equipping of the Park.
The Development Loan was in the aggregate principal amount of
$250.770 million, of which $212.960 million was to accrue interest
at the rate of interest due on the 2020A Bonds, $6.810 million was
to accrue interest at the rate of interest due on the 2020B Bonds,
and $31 million was to accrue interest at the rate of interest due
on the 2020C Bonds.
Following construction of Legacy Park, a number of contractors,
suppliers and materialman recorded mechanic's liens against the
Park. The former general contractor on the project, Okland
Construction, has asserted the largest claim in the approximate
amount of $24 million. All told, approximately 21 ML Claimants have
asserted mechanic's liens aggregating approximately $37 million,
although some liens appear to be duplicative.
In 2022, the ML Claimants filed multiple actions in Maricopa
Superior Court seeking foreclosure of their liens against Cares'
interest in Legacy Park.
Cares has an immediate need to use the DIP Financing and UMB's cash
collateral to continue operating the Park and resolve the case.
UMB will receive replacement liens on all post-petition property of
the same type or kind as are covered by its pre-petition liens as
adequate for its interest in the pre-petition collateral, including
cash collateral.
A copy of the motion is available at https://bit.ly/3p6xKB3 from
PacerMonitor.com.
About Legacy Cares, Inc.
Legacy Cares, Inc. is a 501c3 non-profit organization dedicated to
providing athletes and non-athletes of all ages, economic
backgrounds and levels of athletic proficiency, the opportunity to
participate in sports and e-sports while fostering the enjoyment
and camaraderie of teamwork and perseverance, key components in
athletic competition and lifetime success.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023.
In the petition signed by Douglas Moss, president, the Debtor
disclosed $242,329,104 in assets and $366,719,676 in liabilities.
Judge Daniel P. Collins oversees the case.
Henk Taylor, Esq., at Warner Angle Hallam Jackson Formanek PLC,
represents the Debtor as legal counsel.
LINCOLN POWER: Court OKs Final Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Lincoln Power, LLC and its debtor-affiliates to use cash collateral
on a final basis in accordance with the budget, with a 15%
variance.
Immediate access to cash collateral is critical to the Debtors'
ability to accomplish a smooth transition into Chapter 11 and
implement a successful restructuring, allowing them to emerge from
the Chapter 11 Cases in an efficient and timely manner.
As of the Petition Date, the Debtors had approximately $151 million
of secured funded debt obligations outstanding.
Pursuant to the Credit Agreement, dated as of July 5, 2017, by and
among Lincoln Power, L.L.C., as borrower, Cogentrix Lincoln
Holdings II, LLC, ABN AMRO Capital USA LLC, as issuing lender and
revolving lender, the lenders party thereto, the subsidiary
guarantors party thereto, and Investec Bank plc, as administrative
agent, the Prepetition Lenders provided a term loan facility and a
revolving credit facility, to the Debtors pursuant to the terms of
the Prepetition Credit Agreement Documents.
The Prepetition Lenders provided Lincoln with a term loan facility
in the principal amount of $262 million and a revolving credit
facility in the principal amount of $35 million. As of the Petition
Date, not less than $136 million and $15 million in respect of the
loans made under, respectively, the Prepetition Term Loan Facility
and the Prepetition Revolving Facility remain outstanding, in
addition to approximately $7.9 million of letters of credit issued
pursuant to the Prepetition Revolving Facility which remain
outstanding.
As of the Petition Date, Lincoln and CIT Bank, N.A., Investec Bank
plc, and Truist Bank (f/k/a SunTrust Bank) are party, as
applicable, to:
(i) (a) the 2002 ISDA Master Agreement, dated as of July 19,
2017, between Lincoln and CIT Bank, (b) the Accession Agreement,
dated as of July 19, 2017, between Lincoln, CIT Bank, as an
additional secured party, and the Prepetition Collateral Agent, and
(c) the Confirmation of Interest Rate Swap with Embedded Floor
Transaction, dated as of August 31, 2018, between Lincoln and CIT
Bank;
(ii) (a) the 2002 ISDA Master Agreement, dated as of July 19,
2017, between Lincoln and Investec, (b) the Accession Agreement,
dated as of July 19, 2017, between Lincoln, Investec, and the
Collateral Agent, and (c) the Floored Interest Rate Swap
Transaction, dated as of August 31, 2018, between Lincoln and
Investec; and
(iii) (a) the 2002 ISDA Master Agreement, dated as of July 19,
2017, between Lincoln and Truist, (b) the Accession Agreement,
dated as of July 19, 2017, between Lincoln, Truist, and the
Collateral Agent, (c) the Confirmation of Swap Transaction, dated
as of August 31, 2018, between Lincoln and Truist and (d) the
Confirmation of Swap Transaction, dated as of November 17, 2020,
between Lincoln and Truist.
The Prepetition Interest Rate Swap Agreements are an important
means for reducing the impact of interest-rate volatility on the
Debtors' cash flows. Further, as of the Petition Date, the Debtors
estimate that the Prepetition Interest Rate Swap Agreements are
valued at approximately $3.2 million and, thus, represent a
significant asset of the Debtors' estates.
Lincoln and Macquarie Bank Limited are party to (i) the 2002 ISDA
Master Agreement, dated as of August 24, 2018, and (ii) the
Confirmation for Heat Rate Option, dated as of March 3, 2021. Up to
$27 million of the Prepetition Macquarie Obligations constitute
secured obligations under the Prepetition Macquarie ISDA.
Investec, in its capacity as administrative agent under the
Prepetition Credit Agreement, First Citizens Bank & Trust Company
(as successor by merger to CIT Bank, N.A.), in its capacity as
collateral agent under the Prepetition Credit Documents, and the
Secured Parties pursuant to the Prepetition Credit Documents assert
an interest in the Debtor's cash collateral.
As adequate protection, the Prepetition Secured Parties are
granted:
-- solely to the extent of any Diminution in Value of the
Prepetition Secured Parties' interests in the Prepetition
Collateral and subject in all cases to the Carve-Out and any
validly perfected, enforceable, and unavoidable Prepetition
Permitted Liens in existence as of the Petition Date, continuing
valid, binding, enforceable, non-avoidable, and automatically
fully-perfected postpetition security in and liens on: (i) the
Prepetition Collateral and (ii) all other of the Debtors' now-owned
and hereafter-acquired real and personal property, assets and
rights of any kind or nature, wherever located, whether encumbered
or unencumbered; provided that, notwithstanding, the Collateral
will exclude all claims and causes of action arising under any
section of Chapter 5 of the Bankruptcy Code or any other similar
state or federal law, but, subject to entry of a Final Order, will
include proceeds of and other property that is recovered or becomes
unencumbered as a result of any Avoidance Actions;
-- allowed superpriority administrative expense claims in the
Chapter 11 Cases ahead of and senior to any and all other
administrative expense claims in the Chapter 11 Cases to the extent
of, and in an aggregate amount equal to, any Diminution in Value,
but subject to the Carve Out;
-- payment of fees and expenses of professionals to the
Prepetition Secured Parties, including the Prepetition
Administrative Agent, the Collateral Agent and the Depositary
Agent, and the Issuing Lender, as and to the extent set forth in
the Interim Order;
-- interest on all outstanding Obligations will accrue at the
applicable default contract interest rate set forth in the
Prepetition Credit Agreement and all outstanding Eurodollar loans
and will automatically be converted to ABR Loans on the last day of
the then-current Interest Period ending after the Petition Date,
and thereafter;
-- the Debtors' compliance with the Approved Budget, the
Budget Covenant, and certain reporting obligations, including the
Budget Variance Report; and
-- access to the Debtors' properties, books and records and
the ability to meet with the Debtors and their management and
professionals to discuss the Debtors' affairs, finances, and
conditions, subject to certain terms and conditions.
The "Carve Out" means: (i) Court and U.S. Trustee fees, (ii)
reasonable fees and out-of-pocket expenses up to $25,000 incurred
by a Chapter 7 trustee, (iii) Allowed Professional Fees of the
Debtor Professionals and the Committee Professionals incurred prior
to the delivery of a Carve-Out Trigger Notice; (iv) Allowed
Professional Fees up to $1 million, incurred after delivery of a
Carve-Out Trigger Notice; and (v) any Transaction Fee owed to
Guggenheim Securities, LLC, incurred at any time before or after
delivery of a Carve-Out Trigger Notice.
The Interim Order grants the Prepetition Secured Parties a
reasonable adequate protection package including (i) replacement
liens and superpriority claims under 11 U.S.C. section 507(b) to
the extent of any diminution in value of their interest in their
collateral, (ii) payment of certain professional fees and expenses
incurred by the Prepetition Secured Parties, and (iii) various
other protections, including compliance with certain covenants and
the provision of reporting. This adequate protection package is
designed to ensure that the Prepetition Secured Parties will be
compensated for postpetition diminution in value of their interests
in the Prepetition Collateral, if any.
A copy of the order is available at https://bit.ly/3p6aQJT from
PacerMonitor.com.
About Lincoln Power, LLC
Headquartered in Charlotte, N.C., Lincoln Power, L.L.C. is a power
company that owns two gas-fired power-generation facilities -- one
of which is located in Elgin, Illinois, and the other of which is
located in East Dundee, Illinois.
Lincoln Power, LLC and seven affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-10382) on March 31, 2023. In the petition signed by Justin D.
Pugh, chief restructuring officer, the Debtor disclosed up to $500
million in both assets and liabilities.
The Hon. Laurie Selber Silverstein oversees the cases.
Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor as legal counsel.
Lawyers at Latham & Watkins LLP and Young Conaway Stargatt &
Taylor, LLP serve as the Debtors' bankruptcy counsel. The Debtors
tapped Guggenheim Securities, LLC as financial advisor and
investment banker. Omni Agent Solutions serves as the Debtors'
claims and noticing agent.
LORDSTOWN MOTORS: May Go Bankrupt If Foxconn Scraps Deal
--------------------------------------------------------
John Rosevear of CNBC reports that Electric vehicle startup
Lordstown Motors disclosed on Monday, May 1, 2023, that a funding
deal with Foxconn is in jeopardy -- and that it may go bankrupt if
the deal doesn't happen.
Lordstown said in a Monday, May 1, 2023, regulatory filing that it
received a letter from Foxconn on April 21, 2023 alleging that the
startup was in breach of an investment deal because its stock had
fallen under $1 per share for 30 consecutive trading days,
triggering a delisting notice from NASDAQ.
The embattled startup struck a deal to sell its Ohio factory to the
Taiwanese contract-manufacturing giant last year. Following that
deal, which closed in May 2022, the two companies agreed to a
second deal in which Foxconn would invest up to $170 million in
Lordstown, amounting to a 19.3% stake.
Foxconn paid the first $52.7 million due under that deal last 2022,
but the remainder -- and the deal itself -- is now in jeopardy.
Under the terms of the deal, Foxconn is supposed to invest $47.3
million within 10 days of regulatory approval by the Committee on
Foreign Investment in the United States. That approval was secured
on April 25, Lordstown said, meaning that Foxconn is obliged to
make that investment by May 8.
Lordstown said it's concerned that further investment won't come in
before that deadline, and that Foxconn doesn't seem to be making a
good faith effort to complete an EV plan that is one of the deal's
milestones.
The two companies had agreed to finalize a plan to jointly develop
a new EV by May 7, 2023. after which Foxconn is obliged to invest
an additional $70 million. According to Lordstown, that plan hasn't
been finalized because Foxconn isn't making "commercially
reasonable efforts" to finish it.
In a statement to CNBC, Lordstown said that Foxconn's actions are
“completely unwarranted” and have resulted in "material — and
what is becoming irreparable — harm to the company."
Lordstown warned in the filing that it may be forced to file for
bankruptcy protection if the Foxconn deal falls through. The
company still had $221.7 million on hand as of the end of 2022, but
it lost over $100 million in the fourth quarter.
About Lordstown Motors
Lordstown, Ohio-based Lordstown Motors Corp. is a light duty
original equipment manufacturer focused solely on electric vehicles
for commercial fleet customers. As of Dec. 31, 2021, the Company
had $688.7 million in total assets against $149.2 million in total
liabilities.
LOYALTY VENTURES: Judge Lopez Approves Bankruptcy Plan
------------------------------------------------------
Alex Wolf of Bloomberg Law reports that consumer rewards program
operator Loyalty Ventures Inc. won approval to wind down in
bankruptcy under a plan that contemplates a $160 million sale of
the company's Canadian Air Miles reward program to Bank of
Montreal.
Judge Christopher Lopez of the US Bankruptcy Court for the Southern
District of Texas approved the company's Chapter 11 plan during an
April 27, 2023 hearing, allowing Loyalty to form a creditor trust
in the US while pushing ahead with the BMO transaction in parallel
restructuring proceedings in Canada.
About Loyalty Ventures
Headquartered in Dallas, Texas, Loyalty Ventures Inc. is a provider
of tech-enabled, data-driven consumer loyalty solutions and reward
programs.
Loyalty Ventures and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90111) on March 10, 2023. As of Sept. 30, 2022, Loyalty Ventures
had $1,591,218,000 in total assets against $1,980,850,000 in total
liabilities.
Judge Christopher Lopez oversees the cases.
The Debtors tapped Akin Gump Strauss Hauer & Feld, LLP and Jackson
Walker, LLP as U.S. bankruptcy counsels; PJT Partners, LP as
investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor; and Kroll Restructuring Administration, LLC
as claims, noticing and solicitation agent. Cassels Brock &
Blackwell, LLP serves as Canadian legal counsel to LoyaltyOne while
Alvarez & Marsal Canada ULC serves as LoyaltyOne's Canadian
financial and restructuring advisor.
Bank of America, N.A. is the administrative agent and collateral
agent under a 2021 Credit Agreement that consisted of a $175
million term A loan facility; a $500 million term B loan facility;
and a $150 million revolving credit facility. Bank of America
tapped Haynes and Boone, LLP as legal counsel and FTI Consulting,
Inc. as financial advisor.
The Ad Hoc Group of Term B Loan Lenders retained Gibson Dunn &
Crutcher, LLP as counsel and Piper Sandler & Co as investment
banker.
LOYALTY VENTURES: Unsecureds, If Any, to Get 'Less Than 100%'
-------------------------------------------------------------
Loyalty Ventures Inc., et al., submitted a First Amended Combined
Disclosure Statement and Joint Chapter 11 Plan.
On March 9, 2023, LoyaltyOne and BMO entered into an asset purchase
agreement (the "Stalking Horse Transaction Agreement") pursuant to
which BMO has agreed to: (i) purchase all or substantially all of
the operating assets of LoyaltyOne, including the equity interests
in Travel Services; and (ii) assume certain liabilities associated
with the continued operation of the AIR MILES business. The sale is
conditional upon, among other things: (a) the Stalking Horse
Transaction Agreement being selected as the Successful Bid in
accordance with the proposed SISP; (b) a sale approval and vesting
order being granted by the Ontario Court, among other things,
approving the Stalking Horse Transaction Agreement and, upon
closing, vesting the purchased assets in BMO free and clear of all
encumbrances, except Permitted Encumbrances (as such term is
defined in the Stalking Horse Transaction Agreement), and (c)
regulatory approvals.
Under the Plan, Class 4 General Unsecured Claims total $0. The
Debtors are currently unaware of any Claims that would constitute
Class 4 Claims other than potential Claims that may be asserted by
the Bread Parties. The Debtors maintain that any Claims asserted by
the Bread Parties should be Disallowed in full and will file an
appropriate Claims objection as and when appropriate. Creditors
will recover less than 100% of their claims. Each Holder thereof
shall receive its share of the Liquidating Trust Interests on a Pro
Rata basis based on the aggregate amount of all Allowed Claims in
Classes 3 and 4, after application of the cash proceeds of any
collateral securing the Loan Claims to the Class 3 Claims; provided
that to the extent that any Bread Parties have any Allowed Claims
in Class 4, such Allowed Claims shall participate in the
Liquidating Trust with respect to any recoveries from assets that
were unencumbered as of the Petition Date or, to the extent
securing DIP Facility Claims or adequate protection claims under
any of the DIP Orders, not applied to satisfy such claims; provided
further that, other than pursuant to the Bread Settlement, in no
event shall any Bread Party receive any distribution on account of
any Liquidating Trust Asset, including any proceeds received from
Preserved Estate Claims or related proceeds from any Insurance
Coverage Right on account of any recoveries obtained by the
Liquidating Trust through the prosecution and/or settlement of
Spinoff Claims and Causes of Action and all claims or Causes of
Action asserted against the Bread Parties. Class 4 is impaired.
Distributions under the Plan shall be funded, as applicable, with:
(a) Cash on hand, including cash from the proceeds of the DIP
Facility or by LoyaltyOne following the closing of the Successful
Bid and if necessary, with the approval of the Ontario Court; and
(b) the Liquidating Trust Assets. For the avoidance of doubt, the
Debtors shall transfer all cash on hand on the Effective Date into
the Liquidating Trust Reserve pursuant to the applicable budget
under the DIP Facility. Cash payments to be made pursuant to the
Plan will be made by the Debtors, the Liquidating Trustee or the
Distribution Agent, as applicable. The Debtors or the Liquidating
Trustee, as applicable, will be entitled to transfer funds between
and among the Debtors and non-Debtor subsidiaries as the Debtors or
Liquidating Trustee, as applicable as necessary or appropriate to
enable the payments and distributions required by the Plan,
provided that such transfers do not adversely impact the
Administrative Agent, or Lenders or any tax or other treatment of
the Administrative Agent or Lenders.
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
J. Machir Stull, Esq.
Victoria Argeroplos, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
jwertz@jw.com
andmstull@jw.com
vargeroplos@jw.com
Proposed Co-Counsel to the Debtors:
Philip C. Dublin, Esq.
Meredith A. Lahaie, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
E-mail: pdublin@akingump.com
mlahaie@akingump.com
- and –
Marty L. Brimmage, Jr., Esq.
Lacy M. Lawrence, Esq.
Rachel Biblo Block, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
2300 N. Field Street, Suite 1800
Dallas, TX 75201
Telephone: (214) 969-2800
Facsimile: (214) 969-4343
E-mail: mbrimmage@akingump.com
llawrence@akingump.com
rbibloblock@akingump.com
A copy of the First Amended Combined Disclosure Statement dated
April 26, 2023, is available at https://bit.ly/3LEGozH from Kroll,
the claims agent.
About Loyalty Ventures
Headquartered in Dallas, Texas, Loyalty Ventures Inc. is a provider
of tech-enabled, data-driven consumer loyalty solutions and reward
programs.
Loyalty Ventures and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90111) on March 10, 2023. As of Sept. 30, 2022, Loyalty Ventures
had $1,591,218,000 in total assets against $1,980,850,000 in total
liabilities.
Judge Christopher Lopez oversees the cases.
The Debtors tapped Akin Gump Strauss Hauer & Feld, LLP and Jackson
Walker, LLP as U.S. bankruptcy counsels; PJT Partners, LP as
investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor; and Kroll Restructuring Administration, LLC
as claims, noticing and solicitation agent. Cassels Brock &
Blackwell, LLP serves as Canadian legal counsel to LoyaltyOne while
Alvarez & Marsal Canada ULC serves as LoyaltyOne's Canadian
financial and restructuring advisor.
Bank of America, N.A. is the administrative agent and collateral
agent under a 2021 Credit Agreement that consisted of a $175
million term A loan facility; a $500 million term B loan facility;
and a $150 million revolving credit facility. Bank of America
tapped Haynes and Boone, LLP as legal counsel and FTI Consulting,
Inc. as financial advisor.
The Ad Hoc Group of Term B Loan Lenders retained Gibson Dunn &
Crutcher, LLP as counsel and Piper Sandler & Co as investment
banker.
MAG DS: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on MAG DS
Corp. At the same time, S&P affirmed its issue-level ratings of
'B-' on the company's term loan and revolving credit facility. The
recovery ratings remain '3', indicating its expectation of
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of a payment default.
S&P's stable outlook reflects its expectation that while leverage
remains elevated, credit measures will improve as MAG realizes
revenue from recent contract awards and robust defense spending
supports its new business pipeline.
Leverage will remain elevated for the next 12 months. During early
to mid-2022, MAG DS Corp. lost a recompete contract and other
contracts were slow to be awarded, however the company was able to
sustain a backlog of $1.6 billion due to material recompete
contract awards that mostly offset the downside caused by the lost
and slow contract awards. When coupled with the lingering
repercussions of an accelerated U.S. withdrawal from Afghanistan in
2021, revenues dropped 10% in 2022 following an 11% decrease the
previous year. Additionally, in 2022 MAG DS Corp.'s debt increased
with a $20 million predelivery letter of credit for an aircraft
related to the ATHENA contract. As a result of the decreased
revenue straining EBITDA and an incremental increase in debt,
leverage exceeded 7.5x at the end of 2022. S&P expects leverage to
improve as new contracts are awarded increasing their backlog
meaningfully and existing contracts ramp up driving revenue
recovery, while the company also satisfies the $20 million
outstanding obligation upon delivery of the aircraft.
The stable outlook reflects our expectation that 2023 will see
positive topline growth due to an uptick in contract awards in late
2022 and early 2023; however, leverage will remain elevated while
the contracts ramp up. We expect further material revenue growth in
2024, leading to improved credit metrics.
S&P said, "We could lower our rating if weaker-than-expected
operating performance results in sustained negative free cash flow
or constrained liquidity, or we view the capital structure as being
unsustainable in the long term. This could occur if the company is
unable to sustain the current pace of contract awards.
"We could raise our ratings on the company if leverage improves and
we believe MAG will sustain it comfortably under 7x. This could
occur if MAG is able to sustain the current pace of new contract
awards and execute more projects effectively leading to increased
run rate revenue and profitability."
ESG credit indicators:E-2 S-2, G-3
S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of MAG as is the case for most rated
entities owned by private-equity sponsors. We believe the company's
highly leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. This also reflects the generally finite holding periods and
a focus on maximizing shareholder returns."
MAR DESIGNS: Wins Cash Collateral Access Thru July 27
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
McAllen Division, authorized M.A.R. Designs & Construction, Inc. to
use cash collateral on a final basis in accordance with the budget,
through July 27, 2023.
The Debtor requires immediate authority to use cash collateral to
continue operating its business without interruption toward the
objective of formulating an effective reorganization plan.
The Court finds that Comack Investments, L.P. and Zarsky Lumber
Company, LLC are adequately protected by virtue of an equity
cushion on the real property collateral.
In the event the equity cushion on the real property collateral is
determined to be inadequate to fully secure Comack or Zarsky, the
party not adequately protected is granted a superpriority
administrative claim to the extent of any inadequacy pursuant to 11
U.S.C. section 507(b).
A copy of the Court's order is available at https://bit.ly/3nozNQy
from PacerMonitor.com.
About M.A.R. Designs & Construction
M.A.R. Designs & Construction, Inc. sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
23-70001) on Jan. 1, 2023, with as much as $1 million in both
assets and liabilities.
Judge Eduardo V. Rodriguez oversees the case.
The Law Office of Antonio Martinez, Jr., P.C., and Carr Riggs &
Ingram, LLC serve as the Debtor's legal counsel and accountant,
respectively.
MEDICAL CENTER PHARMACY: Cash Collateral Access OK'd Thru May 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama,
Northern Division, authorized Medical Center Pharmacy, LLC to use
cash collateral on an interim basis in an amount not to exceed
$35,000 until May 15, 2023.
The Debtor has an immediate need to use cash collateral to pay
wages and expenses and continue to operate its business.
As previously reported by the Troubled Company Reporter, prior to
the Petition Date, the Debtor is obligated, either as Borrower or
Co-Borrower or as Guarantor, for:
$307,663 Business Loan Agreement and/or Note to First
Financial Bank
$150,000 Business Loan Agreement and/or Note to the U.S.
Small Business Administration
$70,556 Business Loan Agreement and/or Note to Fresh
Funding Solutions, Inc.
$165,665 Business Loan Agreement and/or Note to DMKA, LLC
d/b/a The Smarter Merchant.
$90,000 Business Loan Agreement and/or Note to Anda, Inc.
$39,220 Business Loan Agreement and/or Note to Kapitus
$69,913 Business Loan Agreement and/or Note to McKesson
Corporation.
As adequate protection, the secured parties are granted replacement
liens in all assets of the Debtor. The security interests granted
are deemed perfected without the necessity for filing or execution
of documents which might otherwise be required under non-bankruptcy
law for the perfection of said security interests.
A hearing on the matter is set for May 15 at 2 p.m.
A copy of the order is available at https://bit.ly/3HukJru from
PacerMonitor.com.
About Medical Center Pharmacy, LLC
Medical Center Pharmacy, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80762) on
April 24, 2023. In the petition signed by Michael Keith Sigmon,
managing member, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Clifton R. Jessup, Jr. oversees the case.
C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C., represents
the Debtor as legal counsel.
META MEDIA: Unsecureds to Get Share of Income for 3 Years
---------------------------------------------------------
Meta Media Tech, Inc., filed with the U.S. Bankruptcy Court for the
Central District of California a Subchapter V Plan of
Reorganization dated May 2, 2023.
The Debtor was formed as a California limited liability company in
March 2018, and was converted to a Delaware corporation on November
23, 2020. The Debtor is a fully-managed network that is used to
securely and cost-effectively deliver movies, live events, and
advertising content to more than 350 top performing cinemas across
the U.S.
The Plan projections and feasibility of the Plan requires the
Debtor to raise $7 million of new capital, of which $5 million is
to come from Manhattan West Private Equity Fund, LLC, and the other
$2 million raised from existing shareholders and creditors in a
capital raise. The Debtor received a non-binding indication of
interest letter ("IOI") from Manhattan West in April 2023.
The Plan is based on that IOI. One condition of the funding from
Manhattan West is that a key technology partner agrees to modify
its licensing agreement to provide Debtor with exclusive, royalty
fee use of the technology by the Debtor in exchange for a minority
equity stake in the Debtor. The feasibility of this Plan turns
completely on the $7 million raise conditioned on the foregoing.
The Debtor will provide an update on developments with its plan
tabulation summary on June 6, 2023.
Class 5 consists of all general unsecured claims of the Debtor not
included in any other class. Total amount of class 5 claims is
$1,390,997.11 (estimated and subject to claim objections). In full
and final satisfaction of each, any, and all of their claims
against the Debtor, each holder of a class 5 allowed claim will
receive a cash payment equal to its prorated share of the Debtor's
net projected disposable income over the life of the three-year
Plan commencing as of the Effective Date (the "Net Projected
Disposable Income"), and upon confirmation of the Plan, the amount
of $1,077,758, shall be and is conclusively determined to be the
net projected disposable income. This Class is impaired.
Class 5 shall receive the Net Projected Disposable Income in the
total amount of $1,077,758.00. Payment to Class 5 shall be made by
the Debtor on a quarterly basis on the last date of each quarter
commencing in Q4 2024 (June 30, 2024). Class 5 will not receive
interest on their claims. The Debtor may prepay the Net Projected
Disposable Income to Class 5 at any time without prepayment
penalty.
Class 6 consists of Unsecured convertible note claims. Total amount
of class 6 claims is $900,000. The Class 6 claimants will, pursuant
to their prepetition contractual convertible notes, convert to
equity.
Class 7 consists of Equity Interest Holders. On the Plan Effective
Date, Class 7 shall convert from Preferred Series A, Preferred
Series B, Series C SAFEs, and Common Shares, to single Reorganized
Debtor Common Share pool pro rata based on cash invested and shares
held in Debtor as of the date of the hearing on Plan confirmation.
Class 7 Equity Interest Holders who elect to invest as exit
financiers in total raise of no less than $2,000,000 may convert an
amount of their pre-exiting shares in the Debtor to Preferred
Shares in the Reorganized Debtor on a dollar-for-dollar basis
(e.g., a Class 7 Equity Interest Holder who invests $250,000 in
exit financing will: (i) obtain $250,000 in new Reorganized Debtor
Preferred Shares and (ii) will also be able to convert up to
$250,000 in prepetition Debtor shares to newly issued Reorganized
Debtor Preferred Shares based upon the dollar value of their
Reorganized Debtor Common Share holdings.
The Plan will be funded with the Debtor's cash on hand on the Plan
Effective Date, a new money capital infusion of $7 million, and
continued business operations.
A full-text copy of the Subchapter V Plan dated May 2, 2023 is
available at https://bit.ly/42fU3CZ from PacerMonitor.com at no
charge.
Attorneys for Debtor:
David B. Golubchik, Esq.
John-Patrick M. Fritz, Esq.
Levene, Neale, Bender, Yoo & Brill, LLP
10250 Constellation Blvd., Ste. 1700
Los Angeles, CA 90067
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
Email: dbg@lnbyb.com
About Meta Media Tech
Meta Media Tech, Inc., is a fully managed network that is used to
securely and cost-effectively deliver movies, live events (such as
sports and concerts), and advertising content to more than 300 top
performing cinemas across the U.S.
Meta Media Tech sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10603) on Feb. 2,
2023. In the petition signed by Jason Brenek, chief executive
officer, the Debtor disclosed up to $50 million in assets and up to
$10 million in liabilities. Although the Debtor believes its
intellectual property has a value of at least $30 million from
active continuing operations, it is unlikely that the value of the
Debtor's physical assets, in the event of cessation of operations,
would exceed $250,000 in a liquidation scenario.
David B. Golubchik, Esq., at Levene, Neale, Bender, Yoo and
Golubchik LLP, is the Debtor's legal counsel.
MISSISSIPPI CENTER: Greta Brouphy Named Subchapter V Trustee
------------------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Greta Brouphy, Esq.,
a partner at Heller, Draper and Horn, LLC, as Subchapter V trustee
for Mississippi Center for Advanced Medicine, P.C.
Ms. Brouphy will be compensated at $375 per hour for her services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Ms. Brouphy declared that she is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Greta M. Brouphy
Heller, Draper, and Horn, LLC
650 Poydras Street, Suite 2500
New Orleans, LA 70130-6175
Phone: (504) 299-3300
Fax: (504) 299-3399
Email: gbrouphy@hellerdraper.com
About Mississippi Center for Advanced Medicine
Mississippi Center for Advanced Medicine, P.C. is a healthcare
organization in Mississippi that integrates subspecialty care,
clinical pharmacy services, and care coordination for patients with
pediatric, congenital, and maternal fetal disorders.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21,
2023. In the petition signed by Jordan Robinson, vice president and
chief operating officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Jamie A. Wilson oversees the case.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC,
represents the Debtor as legal counsel.
NATIONAL CINEMEDIA: Proposes Debt-for-Equity Plan
-------------------------------------------------
National CineMedia, LLC, submitted a Plan of Reorganization and a
Disclosure Statement.
The Plan contemplates several restructuring transaction steps. The
anticipated benefits of the Plan include, without limitation, the
following:
* Conversion of all of the Debtor's secured debt to 100% of the
equity in the Reorganized Debtor subject to (a) reallocation of New
NCM Common Units to NCMI pursuant to the NCMI 9019 Settlement
(defined below) and (b) dilution on account of New NCM Common Units
issued on account of, among other things, the Post-Emergence
Management Incentive Plan, resulting in a fully de-levered
Reorganized Debtor;
* The Pro Rata distribution of a cash pool of $250,000 to
Holders of General Unsecured Claims, plus a full recovery to
Holders of General Unsecured Convenience Claims;
* Through the entry into the NCMI 9019 Settlement (which is a
central part of the Plan), the maintenance of the current "Up-C"
structure between the Debtor and its parent National CineMedia,
Inc. which will, among other things, facilitate several key
objectives of the Chapter 11 Case including the assumption of key
executory contracts including the Exhibitor Services Agreements or
"ESAs" with American Multi-Cinema, Inc., Cinemark USA, Inc, and
Regal Cinemas, Inc.;
* The assumption of the ESAs, TRA, CUAA, MSA, and LLC Agreement,
among other agreements, through the Plan as of the Effective Date;
* The Debtor's emergence without any debt unless, following the
NCMI 9019 Capital Contribution to adequately fund the Reorganized
Debtor, the Debtor seeks to obtain a revolving credit facility (an
"RCF") from a third party lending institution; provided, that,
despite best efforts, if the Debtor is unable to obtain an RCF in
an amount and on terms in each case reasonably acceptable to the
Required Consenting Creditors, an exit facility shall be provided
by one or more members of the Ad Hoc Group in the form, solely or
partially, of a first lien term loan provided by Consenting
Creditors on arm's-length terms in an amount estimated to be
required to adequately fund the business (such amount to be
determined among the Required Consenting Creditors, NCM, and their
advisors); and prompt emergence from Chapter 11.
The Plan provides for a comprehensive restructuring of the Debtor's
prepetition obligations, preserves the going-concern value of the
Debtor's businesses, maximizes all stakeholder recoveries, and
protects the jobs of the Debtor's employees. To evidence their
support of the Debtor's restructuring, the Debtor's key
stakeholders executed the Restructuring Support Agreement.
Under the Plan, Class 4 General Unsecured Claims are impaired. On
the Effective Date, each Holder of an Allowed General Unsecured
Claim will receive its Pro Rata share of the GUC Cash Pool.
Class 5 General Unsecured Convenience Claims are unimpaired and
will recover 100% of their claims. "General Unsecured Convenience
Claim" means a General Unsecured Claim that (x) is Allowed in the
amount of $2,500 or less and (y) would otherwise be considered a
General Unsecured Claim; provided, however, that any General
Unsecured Claim that is Allowed in excess of $2,500 shall not be
treated as a General Unsecured Convenience Claim. For the avoidance
of doubt, General Unsecured Convenience Claims exclude Unsecured
Funded Debt Claims.
The Debtor shall fund distributions under the Plan with (a) Cash on
hand, including Cash from operations; (b) the proceeds of the Exit
Facility and the loans thereunder, if any; and (c) the NCMI 9019
Capital Contribution to be issued. Cash payments to be made
pursuant to the Plan will be made by the Reorganized Debtor.
The Voting Record Date will be on May 10, 2023.
The voting deadline for holders of Secured Debt Claims and General
Unsecured Claims to vote to accept or reject the Plan; and Deadline
to object to entry of (i) an order approving the Disclosure
Statement on a final basis and (ii) the Confirmation Order will be
on 4:00 p.m. (Prevailing Central Time) on June 12, 2023.
The Deadline for entry of an order approving the Disclosure
Statement will be on June 12, 2023 (60 calendar days after the
Petition Date).
The deadline for entry of the Confirmation Order will be on July
25, 2023 (105 calendar days after the Petition Date).
The deadline for the occurrence of the Effective Date will be on 60
calendar days after the date of entry of the Confirmation Order
(subject to a possible 30-day extension associated with the timing
for obtaining shareholder consent with respect to certain issues).
Proposed Counsel for the Debtor:
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 10019-6064
Telephone: (212) 373-3023
Facsimile: (212) 492-0023
E-mail: pbasta@paulweiss.com
kkimpler@paulweiss.com
sharnett@paulweiss.com
shasan@paulweiss.com
John F. Higgins, Esq.
Eric M. English, Esq.
M. Shane Johnson, Esq.
Megan Young-John, Esq.
Bryan L. Rochelle, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 228-1331
E-mail: jhiggins@porterhedges.com
eenglish@porterhedges.com
sjohnson@porterhedges.com
myoung-john@porterhedges.com
brochelle@porterhedges.com
A copy of the Disclosure Statement dated April 26, 2023, is
available at https://bit.ly/44ex7Fx from PacerMonitor.com.
About National CineMedia
National CineMedia, LLC, based in Centennial, Colo., owns 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.
National CineMedia, LLC, filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 23-90291) on April 11, 2023, listing $500 million to
$1 billion in estimated assets; and $1 billion to $10 billion in
estimated liabilities. The petition was signed by Ronnie Ng, chief
financial officer of National CineMedia, Inc.
The Hon. David R. Jones presides over the case.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta,
Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan,
Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at
Porter Hedges LLP, serves as the Debtor's local counsel.
The Debtor tapped Latham & Watkins LLP as special corporate &
litigation counsel; Lazard Freres & Co., as investment banker; FTI
Consulting, Inc., as restructuring advisor; and Omni Agent
Solutions as notice, claims and balloting agent.
NOSRAT LLC: Gets Approval to Hire Isaac Goldstein as Accountant
---------------------------------------------------------------
Nosrat, LLC received approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Isaac Goldstein CPA.
The Debtor needs an accountant to prepare its tax returns and to
perform additional accounting services.
The hourly rates of the firm's professionals are as follows:
Isaac Goldstein, CPA $250
Other Professionals $125 - $220
In addition, the firm will seek reimbursement for expenses
incurred.
Mr. Goldstein 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:
Isaac Goldstein, CPA
Isaac Goldstein CPA
2918 Avenue L
Brooklyn, NY 11210
Telephone: (718) 338-3882
About Nosrat LLC
Nosrat, LLC is a single asset real estate as defined in 11 U.S.C.
Section 101(51B). It owns the real property at 343-349 Nostrand
Ave. and 415-419 Gates Ave., Brooklyn, N.Y. The property is a
mixed-use eight-building apartment complex with five stores and 54
apartments on the northeast corner of Nostrand Avenue and Gates
Avenue in Bedford Stuyvesant.
Nosrat filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70776) on March 7,
2023. In the petition filed by Enrique Ventura, controller, the
Debtor reported total assets of $25,002,000 and total liabilities
of $20,923,965.
Judge Alan S. Trust oversees the case.
The Debtor tapped Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky, LLP as legal counsel and Isaac Goldstein CPA as
accountant.
NOSRAT LLC: Gets OK to Hire Isaac Goldstein as Accountant
---------------------------------------------------------
Nosrat, LLC received approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Isaac Goldstein, a
certified public accountant practicing in New York.
The Debtor requires an accountant to prepare its tax returns and
provide other services.
Mr. Goldstein will be paid at the rate of $250 per hour.
As disclosed in court filings, Mr. Goldstein is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Isaac Goldstein, CPA
2918 Avenue L
Brooklyn, NY 11210
Phone: (718) 338-3882
Fax: (718) 338-4170
About Nosrat LLC
Nosrat, LLC is a single asset real estate as defined in 11 U.S.C.
Section 101(51B). It owns the real property at 343-349 Nostrand
Ave. and 415-419 Gates Ave., Brooklyn, N.Y. The property is a
mixed-use eight-building apartment complex with five stores and 54
apartments on the northeast corner of Nostrand Avenue and Gates
Avenue in Bedford Stuyvesant.
Nosrat filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70776) on March 7,
2023. In the petition filed by Enrique Ventura, controller, the
Debtor reported total assets of $25,002,000 and total liabilities
of $20,923,965.
Judge Alan S. Trust oversees the case.
The Debtor tapped Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky, LLP as legal counsel and Isaac Goldstein CPA as
accountant.
NOSRAT LLC: Seeks to Hire Backenroth Frankel & Krinsky as Counsel
-----------------------------------------------------------------
Nosrat, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of New York to employ Backenroth Frankel &
Krinsky, LLP as its legal counsel.
The firm's services include:
a. providing the Debtor with legal advice regarding its powers
and duties in the continued operation of its business and
management of its property during the pendency of its Chapter 11
case;
b. preparing legal documents;
c. formulating and negotiating a plan of reorganization with
creditors; and
d. other legal services including, but not limited to, the
institution of actions against third parties, objections to claims,
and the defense of actions, which may be brought by third parties
against the Debtor.
The firm will be paid at these rates:
Abraham J. Backenroth, Esq. $750 per hour
Mark A. Frankel, Esq. $675 per hour
Scott A. Krinsky, Esq. $625 per hour
Paralegal $125 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor an initial retainer of $50,000.
As disclosed in court filings, Backenroth is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Mark A. Frankel, Esq.
Backenroth Frankel & Krinsky, LLP
800 Third Avenue
New York, NY 10022
Telephone: (212) 593-1100
Facsimile: (212) 644-0544
Email: mfrankel@bfklaw.com
About Nosrat LLC
Nosrat, LLC is a single asset real estate as defined in 11 U.S.C.
Section 101(51B). It owns the real property at 343-349 Nostrand
Ave. and 415-419 Gates Ave., Brooklyn, N.Y. The property is a
mixed-use eight-building apartment complex with five stores and 54
apartments on the northeast corner of Nostrand Avenue and Gates
Avenue in Bedford Stuyvesant.
Nosrat filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-70776) on March 7,
2023. In the petition filed by Enrique Ventura, controller, the
Debtor reported total assets of $25,002,000 and total liabilities
of $20,923,965.
Judge Alan S. Trust oversees the case.
The Debtor tapped Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky, LLP as legal counsel and Isaac Goldstein CPA as
accountant.
OCEAN DEVELOPMENT: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Ocean Development Partners, LLC (MA)
268 Newbury Street, 4th Floor
Boston, MA 02116
Involuntary Chapter
11 Petition Date: May 7, 2023
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 23-10726
Petitioners' Counsel: Neil Kreuzer, Esq.
LAW OFFICE OF NEIL KREUZER
47 Wood Avenue, Ste. 2
Barrington, RI 02806
Tel: (617) 872-5347
Email: nkreuzer@aol.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/24IXFCY/Ocean_Development_Partners_LLC__mabke-23-10726__0001.0.pdf?mcid=tGE4TAMA
Alleged creditors who signed the petition:
Petitioner Nature of Claim Claim Amount
1. Ocean Development Debt $250,000
Partners, LLC (RI)
47 Wood Avenue, Ste. 2
Barrington RI 02806
2. Ocean Vacations, LLC Debt $150,000
268 Newbury Street, 4th Floor
Boston, MA 02116
3. Fiorillo Family Debt $100,000
Recovable Trust
3 Kales Way
Harwich Port MA 02646
ONKAAR INC: Walter Dahl Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 17 appointed Walter Dahl, Esq., a
partner at Dahl Law, as Subchapter V trustee for Onkaar, Inc.
Mr. Dahl will be compensated at $435 per hour for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Mr. Dahl declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Walter R. Dahl
Dahl Law
2304 "N" Street
Sacramento, CA 95816-5716
Telephone: (916) 446-8800
Telecopier: (916) 741-3346
About Onkaar Inc.
Onkaar Inc., doing business as Chico Super Food Mart, owns gasoline
stations in Chico, Calif.
Onkaar filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-21315) on April 24,
2023, with as much as $50,000 in assets and $1 million to $10
million in liabilities. Onkar Singh, president, signed the
petition.
Judge Christopher D. Jaime oversees the case.
Gabriel E. Liberman, Esq., at the Law Offices of Gabriel Liberman,
APC is the Debtor's counsel.
OPTION CARE: Moody's Puts 'B1' CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed the ratings of Option Care
Health, Inc, including its B1 corporate family rating, B1-PD
probability of default rating, Ba3 senior secured first lien bank
credit facility rating, and B3 senior unsecured rating, under
review for upgrade. The SGL-1 speculative grade liquidity (SGL)
rating remains unchanged. At the same time, Moody's revised the
outlook to rating under review from stable.
The review follows the May 3, 2023 announcement that Option Care
has entered into a definitive merger agreement to combine with
Amedisys, Inc. in an all-stock transaction valued at approximately
$3.6 billion, including the assumption of net debt. The transaction
has been approved by both companies' board of directors, but it
remains subject to shareholder approvals and is expected to close
in the second half of 2023. The review for upgrade reflects the
prospects of Option Care's significant increase in scale, more
diversified business profile, potential for some synergies and
reduced financial leverage following the transaction.
On Review for Upgrade:
Issuer: Option Care Health, Inc
Corporate Family Rating, Placed on Review for
Upgrade, currently B1
Probability of Default Rating, Placed on Review for
Upgrade, currently B1-PD
Senior Secured 1st Lien Term Loan B, Placed on Review
for Upgrade, currently Ba3
Senior Unsecured Notes, Placed on Review for Upgrade,
currently B3
Outlook Actions:
Issuer: Option Care Health, Inc
Outlook, Changed to Rating Under Review from Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Excluding the review for upgrade, Option Care's B1 rating reflects
the company's market position as the largest independent infusion
provider with about $4 billion in revenue. The home infusion
services industry benefits from favorable long-term growth dynamics
as the home is generally considered the lowest cost of care
setting. Option Care continues to benefit from solid organic growth
and positive mix shift toward higher growth chronic therapies,
which have driven strong free cash flow generation, allowing Option
Care to delever to the low 3 times debt/EBITDA range for the last
twelve month period ending March 31, 2023.
The rating also reflects Option Care's competitive pressures
stemming from large, vertically integrated insurance companies that
possess their own home infusion providers and a challenging
reimbursement environment. Further, inflationary cost pressures,
including labor costs, are expected to continue for the near to
medium term, which could result in additional expenses with
recruiting and retaining nursing staff.
Excluding the review for upgrade, Moody's expects Option Care to
maintain very good liquidity. Liquidity is supported by the
company's nearly $300 million of cash on hand and undrawn $225
million ABL revolving credit facility (unrated), as of March 31,
2023. Moody's expects that Option Care will generate consistently
positive free cash flow over the next 12 months. The ABL revolver
contains a springing fixed charge coverage covenant of 1.0x if
availability falls below 10% of the borrowing base or $10 million.
Moody's does not expect the covenant to be tested, but if it were
tested, Moody's expects the company to maintain compliance over the
next 12 months.
Option Care's CIS-3 indicates that ESG considerations have a
limited impact on the current credit rating with potential for
greater negative impact over time, especially through exposure to
social risks. Human capital, specifically with the employment of
licensed nurses who require prior infusion experience, and
responsible production risks, such as an elevated risk of medical
malpractice stemming from employee error, could weaken Option
Care's credit quality.
The review for upgrade will primarily focus on the benefits to
Option Care's credit profile following the completion of the
transaction. These include increases in scale and diversity, and a
reduction in financial leverage. The review will also focus on
factors such as integration risks, increased exposure to government
payors and potential for further M&A activity as a combined
company. Factors that could lead to an upgrade or downgrade of the
ratings will be updated once the review is completed.
Option Care Health, Inc is the leading independent provider of home
and alternate treatment site infusion therapy services through its
national network of over 150 locations throughout the U.S. These
services involve the preparation, delivery, administration and
monitoring of medication for a broad range of conditions. These
include infections, malnutrition, heart failure, bleeding
disorders, autoimmune disorders, and a variety of other rare
conditions. Walgreens Boots Alliance, Inc. (minority owner) owns
about 6% of the public company. The other 94% of the company is
publicly owned by shareholders. Annual revenues are about $4
billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
OUT VALLEY: Taps Miranda & Maldonado as Legal Counsel
-----------------------------------------------------
Out Valley Carriers, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Miranda &
Maldonado, P.C. as counsel.
The firm's services include:
a) providing the Debtor with legal advice regarding its powers
and duties and the continued operation and management of its
business;
b) attending the initial debtor conference and 341 meeting of
creditors;
c) preparing legal papers.
d) reviewing pre-bankruptcy executory contracts and unexpired
leases entered by the Debtor to determine which should be assumed
or rejected;
e) assisting the Debtor in the preparation of a disclosure
statement, the negotiation of a plan of reorganization with
creditors, and any amendments thereto, and seeking confirmation of
the plan; and
f) other necessary legal services.
The firm will be paid at these rates:
Carlos A. Miranda, Esq. $325 per hour
Carlos G. Maldonado, Esq. $275 per hour
Legal Assistant $125 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $7,500.
Carlos Miranda, Esq., an attorney at Miranda & Maldonado, 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:
Carlos A. Miranda, Esq.
Carlos G. Maldonado, Esq.
Miranda & Maldonado, PC
5915 Silver Springs, Bldg. 7
El Paso, TX 79912
Telephone: (915) 587-5000
Facsimile: (915) 587-5001
Email: cmiranda@eptxlawyers.com
cmaldonado@eptxlawyers.com
About Out Valley Carriers
Out Valley Carriers, LLC filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Texas Case No. 23-30280) on March 23, 2023, with as
much as $1 million in both assets and liabilities. Judge H.
Christopher Mott oversees the case.
The Debtor is represented by Miranda & Maldonado, PC.
PICCARD PETS: Court OKs Cash Collateral Access Thru June 15
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Piccard Pet Supplies, Corp. to
use cash collateral on an interim basis in accordance with the
budget, through the date of the hearing set for June 15, 2023 at
11:30 a.m.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; and (b) the current and
necessary expenses set forth in the budget.
As adequate protection, the Cash Collateral Creditors are granted
valid, binding, enforceable, and perfected liens co-extensive with
the Cash Collateral Creditors prepetition liens in all of the
following property the Debtor now owns or may acquire in the
future:
(i) all inventory;
(ii) any right, title or interest in the Debtor's online
seller accounts;
(iii) all accounts, chattel paper, deposit accounts, documents,
instruments, investment property, or general intangibles;
(iv) all equipment, goods, inventory and other tangible
personal property located in the U.S.;
(v) any books and records pertaining to the collateral; and
(iv) any insurance, proceeds or products of the foregoing.
The Replacement Liens are in addition to the prepetition liens
evidenced by the respective agreements with the Cash Collateral
Creditors, and will remain in full force and effect notwithstanding
any subsequent conversion or dismissal of the case. The Replacement
Liens granted to the Cash Collateral Creditors will have the same
priority position as existed in the Cash Collateral Creditors
Prepetition Collateral prior to the Petition Date and will be valid
and enforceable as of the Petition Date.
As further adequate protection with respect to Ameris Bank, the
Debtor will make monthly adequate protection payments to Ameris
Bank in the amount of $5,000 per momth, due on the first of each
subsequent month.
Amazon Capital Services, Inc. and Amazon.com Services LLC will hold
allowed administrative claims under 11 U.S.C. section 507(b) with
respect to the adequate protection obligations of the Debtor to the
extent that the Replacement Liens do not adequately protect the
diminution in value of the interests of ACS in its prepetition
collateral and such administrative claims will be junior and
subordinate only to any superpriority claim of the kind ordered by
the Court and specified in 11 USC section 364.
As further adequate protection with respect to ACS in accordance
with 11 U.S.C. Section 363(e), Amazon will be entitled to deduct
from the seller account the sum of $7,543 and apply those funds to
the Loan immediately upon entry of the Order and, in addition, the
Debtor will make bi-weekly adequate protection payments on the Loan
to Amazon in the amount of $7,500 commencing April 14, 2023. Amazon
will be entitled to deduct the adequate protection payments from
the Debtor's Seller Account on an ongoing basis and in accordance
with the terms of the Order.
Amazon is entitled to set aside a reserve of $20,000 in the
Debtor's Seller Account. Amazon and the Debtor are authorized to
continue to perform under the BSA in the ordinary course and Amazon
is authorized to continue netting fees, expenses, and
reimbursements (whether or not related to prepetition or
postpetition sales) from the Debtor's sales proceeds and remit, to
the Debtor, the Debtor's net proceeds less the reserve amount.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/414IaOJ from PacerMonitor.com.
The Debtor projects $440,000 in net revenue and $398,388 in total
expenses for the period from April 18 to June 15, 2023.
About Piccard Pets Supplies, Corp.
Piccard Pets Supplies, Corp. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00210) on
January 30, 2023. In the petition signed by Marlon Martinez, its
CEO, the Debtor disclosed up to $50,000 in assets and up to $10
million in liabilities.
Judge Jacob A. Brown oversees the case.
Thomas Adam, Esq., at Adam Law Group, represents the Debtor as
legal counsel.
PILL CLUB PHARMACY: Gets OK to Hire BMC Group as Claims Agent
-------------------------------------------------------------
The Pill Club Pharmacy Holdings, LLC and its affiliates received
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to employ BMC Group, Inc. as claims, noticing,
solicitation, and administrative agent.
The firm will provide these services:
(1) prepare and serve those notices required in the bankruptcy
cases;
(2) receive, record and maintain copies of all proofs of claim
and proofs of interest filed in the bankruptcy cases;
(3) create and maintain the official claims register;
(4) receive and record all transfers of claims pursuant to
Bankruptcy Rule 3001(e);
(5) maintain an up-to-date mailing list for all entities who
have filed proofs of claim or requests for notices in the
bankruptcy cases;
(6) assist the Debtors and counsel with the administrative
management of claims and notice data;
(7) if requested, print, mail and tabulate ballots for purposes
of plan voting;
(8) create and maintain a case-specific website;
(9) assist with the production of reports, exhibits and
schedules of information or use by the Debtors and their counsel to
be delivered to the court, the Clerk's Office, the U.S. Trustee or
third parties; and
(10) provide other technical and document management services of
a similar nature requested by the Debtors or the Clerk's Office.
The firm will be paid at these rates:
Clerical & Document Custody $25 - $40 per hour
Analysts/Case Support Associates $45 - $85 per hour
Technology/Programming $85 - $125 per hour
Consultants/Senior Consultants $85 - $125 per hour
Project Manager/Director $135 - $175 per hour
The retainer fee is $15,000.
Tinamarie Feil, co-founder of BMC Group, disclosed in a court
filing that she is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Tinamarie Feil
BMC Group, Inc.
3732 W. 120th Street
Tel: 206-499-2169
Email: tfeil@bmcgroup.com
About The Pill Club Pharmacy Holdings
The Pill Club Pharmacy Holdings, LLC is a digital healthcare
platform. The company says it is "on a mission to empower women
and people who menstruate to lead their healthiest lives." It
combines telemedicine and direct-to-consumer pharmacy.
Pill Club Pharmacy Holdings and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas
Lead Case No. 23-41090) on April 18, 2023. In the petition signed
by Elizabeth Meyerdirk, chief executive officer, the Debtors
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Katherine A. Preston, Esq., at Winston and
Strawn, LLP as general bankruptcy counsel; Accordion Partners, LLC
as financial advisor; and BMC Group, Inc. as claims, noticing,
solicitation and administrative agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
PILL CLUB PHARMACY: Taps Accordion Partners as Financial Advisor
----------------------------------------------------------------
The Pill Club Pharmacy Holdings, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Accordion Partners, LLC as their financial
advisor.
The Debtors require a financial advisor to:
a. review and analyze the Debtors' financial results,
projections, and operational data;
b. review the Debtors' current liquidity position and
development of a 13-week cash flow forecasting model and related
reporting;
c. provide information and analysis that will be required to
obtain and comply with the terms of the Debtors' usage of cash
collateral, post-petition or exit financing;
d. prepare financial disclosures required by the court,
including the Debtors' schedules of assets and liabilities,
statements of financial affairs and monthly operating reports;
f. assist the Debtors' legal counsel and investment banker with
a Section 363 sale process, including (i) assisting the Debtors
with the preparation of due diligence materials, (ii) assisting
with the evaluation of offers received and (ii) supporting the
drafting of the asset purchase agreements and related motions to
obtain court approval;
g. assist with the implementation of court orders;
h. prepare information and analysis necessary for the
confirmation of a Chapter 11 plan, including information contained
in the disclosure statement and liquidation analysis;
i. monitor accounting and operating procedures to segregate
pre-bankruptcy and post-petition business transactions;
j. participate in claims analysis and reporting, including plan
classification modeling and claim estimation;
k. participate in meetings and provide support to the Debtors
and their professionals in responding to information requests; and
l. other general business consulting services.
The firm will be paid at these rates:
Senior Managing Directors $850 - $975 per hour
Managing Directors $750 - $975 per hour
Senior Directors $650 - $750 per hour
Directors $575 - $750 per hour
Vice Presidents $475 - $575 per hour
Associate/Analysts $300 - $475 per hour
Accordion received from the Debtors advance payments in the amount
of $200,000.
As disclosed in court filings, Accordion is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Brandon Beal
Accordion Partners, LLC
One Vanderbilt Avenue, 24th Floor
New York, New York 10017
Tel: (212) 202-1739
About The Pill Club Pharmacy Holdings
The Pill Club Pharmacy Holdings, LLC is a digital healthcare
platform. The company says it is "on a mission to empower women
and people who menstruate to lead their healthiest lives." It
combines telemedicine and direct-to-consumer pharmacy.
Pill Club Pharmacy Holdings and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas
Lead Case No. 23-41090) on April 18, 2023. In the petition signed
by Elizabeth Meyerdirk, chief executive officer, the Debtors
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Katherine A. Preston, Esq., at Winston and
Strawn, LLP as general bankruptcy counsel; Accordion Partners, LLC
as financial advisor; and BMC Group, Inc. as claims, noticing,
solicitation and administrative agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
PLYWEALTH INVESTMENT: Gina Klump Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 17 appointed Gina Klump as Subchapter V
trustee for Plywealth Investment Group, LLC.
Ms. Klump will be compensated at $475 per hour for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Ms. Klump declared that she is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gina Klump
30 5th Street, Suite 200
Petaluma, CA 94952
Phone: (707) 778-0111
Email: gklump@klumplaw.net
About Plywealth Investment
Plywealth Investment Group, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The company is based in
Oakland, Calif.
Plywealth Investment Group filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No.
23-40479) on April 26, 2023, with $1 million to $10 million in
assets and liabilities. Peter Choy, managing member, signed the
petition.
Judge Charles Novack oversees the case.
E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, is
the Debtor's legal counsel.
POPULUXE LLC: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
Populuxe, LLC asks the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, for authority to use cash
collateral and provide adequate protection to Amazon Capital
Services, Inc.
The Debtor will require the use of cash collateral to continue to
operate its business for the next six weeks and, depending on the
month, a greater or lesser amount will be required each comparable
period thereafter.
Prior to the Petition Date, the Debtor obtained financing from
Amazon which is purportedly secured by a lien on the Debtor's cash
or cash equivalents. Amazon may assert a first priority security
interest in the Debtor's cash and cash equivalents by virtue of a
UCC-1 Financing Statement filed with the State of Florida on April
12, 2018. The outstanding balance owed to Amazon in connection with
a line of credit is approximately $70,000. In addition, the US
Small Business Administration and CHTD Company may assert interest
on the Debtor's cash equivalents, which interests may be inferior
to Amazon.
As adequate protection for the use of cash collateral, the Debtor
proposes to grant Amazon a replacement lien on its post-petition
cash collateral to the same extent, priority, and validity as its
pre-petition liens, to the extent its use of cash collateral
results in a decrease in value of Amazon's interest in the cash
collateral.
A copy of the motion is available at https://bit.ly/3VziKYu from
PacerMonitor.com.
About Populuxe LLC
Populuxe, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00842) on March
8, 2023, with as much as $1 million in both assets and liabilities.
Aaron R. Cohen has been appointed as Subchapter V trustee.
Judge Grace E. Robson oversees the case.
The Debtor is represented by Daniel A. Velasquez, Esq., at Latham
Luna Eden & Beaudine, LLP.
PROFESSIONAL CHARTER: Christopher Hayes Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Christopher Hayes as
Subchapter V trustee for Professional Charter Services, LLC.
Mr. Hayes will be compensated at $440 per hour for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Mr. Hayes declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Christopher Hayes
23 Railroad Avenue, #1238
Danville, CA 94526
Phone: (925) 725-4323
Email: chayestrustee@gmail.com
About Professional Charter Services
Professional Charter Services, LLC is a San Francisco-based bus
charter company founded in 2008.
Professional Charter Services filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No.
23-30264) on April 25, 2023, with $2,652,026 in assets and
$6,709,007 in liabilities. Celeste Orozco, vice president of
Professional Charter Services, signed the petition.
Judge Hannah L. Blumenstiel oversees the case.
Brent D. Meyer, Esq., at Meyer Law Group, LLP is the Debtor's legal
counsel.
R.P. RUIZ: Court Approves Amended Disclosure Statement
------------------------------------------------------
Judge Ronald A. Clifford III has entered an order approving R.P.
Ruiz Corporation's First Amended Disclosure Statement as containing
adequate information.
The Court will hold a hearing to consider confirmation of the First
Amended Plan on June 14, 2023 at 2:00 p.m.
The last day to timely cast ballots and/or to object to the First
Amended Plan will be May 22, 2023. All ballots must be returned to
and must be received by counsel on or before the balloting deadline
to be counted.
The last day for the Debtor to file the ballot summary and its
confirmation brief together with declarations, exhibits and any
other evidence will be June 5, 2023.
Attorneys for the Debtor:
Steven R. Fox, Esq.
THE FOX LAW CORPORATION, INC.
17835 Ventura Blvd., Suite 306
Encino, CA 91316
Tel: (818) 774-3545
Fax: (818) 774-3707
E-mail: srfox@foxlaw.com
About R.P. Ruiz Corporation
R.P. Ruiz Corporation Inc., a concrete subcontractor, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Case No. 22-10501) on July 5, 2022. In the petition
signed by Richard Ruiz, Jr., president, the Debtor disclosed up to
$10 million in both assets and liabilities.
Judge Ronald A. Clifford III oversees the case.
Steven R. Fox, Esq., at The Fox Law Corporation, Inc., is the
Debtor's counsel.
RAW INDULGENCE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Raw Indulgence, Ltd.
44 Executive Boulevard, Suite 205
Elmsford, NY 10523
Business Description: Raw Indulgence is a protein bar manufacturer
in Elmsford, NY.
Chapter 11 Petition Date: May 8, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-22350
Judge: Hon. Sean H. Lane
Debtor's Counsel: Robert L. Rattet, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
34th Floor
New York, NY 10158
Tel: 212-557-7200
Fax: 212 286 1884
Email: rlr@dhclegal.com
Total Assets: $708,412
Total Liabilities: $3,888,567
The petition was signed by Alice Benedetto as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DHEWW5A/Raw_Indulgence_Ltd__nysbke-23-22350__0001.0.pdf?mcid=tGE4TAMA
RAYMAN HOSPITALITY: Fitch Affirms IDR at 'BB-', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Ryman Hospitality Properties, Inc. and its operating partnership,
RHP Hotel Properties, LP (collectively RHP) at 'BB-'. The Rating
Outlook is Stable.
Fitch has affirmed the IDR of Aurora Convention Center Hotel, LLC
(Aurora) at 'BB-' with a Stable Outlook.
Fitch has assigned an expected rating to RHP's new revolver and
Term Loan B of 'BB+'(EXP) /'RR1' and affirmed the prior senior
secured credit facility at 'BB+'/'RR1', noting an updated
collateral package upon refinance. Additionally, Fitch has affirmed
RHP's senior unsecured debt at 'BB-'/'RR4' and Aurora's senior
secured debt at 'BB+'/'RR1'.
KEY RATING DRIVERS
Solid Balance Sheet Management: Fitch forecasts RHP will maintain
net leverage metrics appropriate for the 'BB-' rating despite
macroeconomic headwinds in 2H23 into 2024 thanks to solid
forward-booking trends and favorable contracted group bookings.
Fitch expects net leverage to be 4.2x by YE23, which is in line
with the company's policy of 4x-4.5x. RHP has meaningful headroom
to manage a more material economic downturn as demonstrated by its
performance during the Global Financial Crisis when it experienced
only mid-teen declines in EBITDA and slight margin erosion.
As compared to peers, RHP has greater visibility into future cash
flows and protection from cancellation and attrition fees, which
Fitch views favorably. The solid liquidity position is supported by
the company's commitment to improve its financial profile by
working to unencumber its asset pool. In the most recent
refinancing activity the facility was only encumbered by the equity
pledges in two assets.
Strong Rebound Post-Pandemic: RHP's operations have outperformed
Fitch's prior expectations, which should continue into 1H23 as
group travel demand continues to gain momentum. Fitch anticipates
rate growth to retract in FY24 in response to a pullback in
discretionary travel due to recessionary and inflationary concerns.
However, Fitch expects occupancy to continue to improve through the
forecast period as group travel demand begins to return as
evidenced by recent and forward booking trends. RHP went into 2023
with approximately 50 points of occupancy on the books, in line
with pre-pandemic trends and suggests substantial improvement to
normalized occupancy levels while maintaining rate.
High-Quality, Differentiated Portfolio: RHP owns a high-quality,
concentrated portfolio of five specialized hotels with strong
competitive positions in the large group destination resort market.
The company's smallest hotel has 1,500 rooms, and each of its five
properties ranks within the 10 largest U.S. hotels as measured by
exhibit and meeting space square footage. RHP's portfolio also has
the highest space-to-rooms ratio in the segment. Groups comprise
roughly 70% of hospitality revenues, which are in multi-year
advance booking windows. High capital costs and long lead times
provide some barriers to new supply in RHP's niche property type.
Volatile Cash Flows: Hotel industry cyclicality is a key credit
concern. Hotels re-price their inventory daily, resulting in the
shortest lease terms and least stable cash flows within commercial
real estate. Economic cycles and exogenous events (i.e. acts of
terrorism) have historically caused or exacerbated industry
downturns. The average large group bookings window is over two
years, which provides RHP with better revenue visibility than most
hotel REITs.
Longer lead times can cause group demand to lag that of the overall
industry, which can buffer cash flows during downturns and delay
them during recoveries. RHP's Entertainment segment (a small but
growing share of segment EBITDA) provides some additional cash flow
diversification and stability. The segment includes unique,
valuable entertainment content stemming from the Grand Ole Opry's
nearly 100 years of history, as well as other branded entertainment
and/or F&B assets.
Strategic Growth Opportunities: Fitch believes RHP's M&A strategy,
including the Block 21 acquisition and Atarios partnership, is well
suited to its existing portfolio with synergy potential. Block 21
expands RHP's portfolio presence to Austin, TX where the complex
spans an entire city block. It includes the 2,750-seat ACL Live at
the Moody Theater, 251-room W Austin hotel, 3TEN at ACL Live club
and about 53,000 square feet of other class A commercial space. The
Atairos partnership provides an opportunity to further grow the
entertainment segment as well as a path for future spinoffs.
Initiatives undertaken through both transactions should largely
take effect in 2023 and beyond, supplementing post-pandemic
recovery growth. Fitch expects any future spin-off of the
entertainment segment to be managed within the context of RHP's
stated financial policies, as the loss of EBITDA could be offset by
debt paydown with received proceeds.
Parent Subsidiary Linkage: Fitch rates the IDRs of the parent REIT
and subsidiary operating partnership on a consolidated basis, using
the weak parent/strong subsidiary approach under its Parent and
Subsidiary Linkage Criteria. Open access and control factors are
strong, based on the entities operating as a single enterprise with
strong legal and operational ties.
For Aurora, Fitch applies the strong parent/weak subsidiary
approach, and its ratings are equalized with the parent's. Fitch
views legal incentives as medium given the existence of certain
completion guarantees and RHP's 10% principal guarantee. Fitch
views strategic and operational incentives as high given the
asset's high quality, potential for growth, and common branding and
management.
DERIVATION SUMMARY
RHP is more concentrated by assets, geography and chainscale (i.e.
hotel quality) than its peer Host Hotels & Resorts (BBB-/
Positive). Additionally, RHP's focus on the large group segment
differentiates it from its peers. While RHP's entertainment assets
generate a small (but growing) portion of its overall EBITDA, Fitch
views the diversification as a credit positive. RHP's high
portfolio concentration by assets, markets, price/amenity level,
brand and property manager are consistent with speculative grade
ratings.
RHP has demonstrated access to common equity, private placement
unsecured bonds and bank debt, secured debt, and joint ventures.
However, Fitch believes the company's access to many of these
capital avenues is relatively weaker than more established REIT
issuers that own portfolios with more stable, longer lease duration
property types in core urban markets generally favored by
institutional equity investors and lenders.
KEY ASSUMPTIONS
- Occupancy increases of 2% in 2024, 4% in 2025 and 2% in 2026
(occupancy 68% in 2023, 70% in 2024, in 71% in 2025 and 73% in
2026);
- ADR declines of -11% in 2024, -3% in 2025 and -1% in 2026;
- EBITDA margins of 30%-31% through the forecast period;
- Annual capex of 8% through the forecast period;
- Fitch assumes normalized dividends beginning in 2023 with annual
dividend/share growth of 2% thereafter.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Fitch's expectation and public commitment for net leverage to
remain below 4.0x;
- Greater portfolio diversification by market, asset, brand and
manager;
- Sustained improvement in EBITDA margins.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Fitch's expectation for net leverage to sustain above 5.0x;
- Entertainment spinoff resulting in lower EBITDA and thus elevated
leverage;
- Prolonged retraction of corporate travel demand in impending
recessionary environment;
- Slower than expected return from Block 21.
LIQUIDITY AND DEBT STRUCTURE
Ample Liquidity: As of Dec. 31, 2022, Ryman had $334 million in
unrestricted cash and $755 million available capacity under its
corporate and OEG credit facilities net of $10 million outstanding
in letters of credit. The next major maturity is in 2023, with the
$800 million Gaylord Rockies term loan coming due. This term loan
has three one-year extension options, which Fitch expects to be
exercised, effectively pushing out the maturity. Ryman has
exceptional liquidity proforma for the refinance as there are no
maturities until 2026 when the Block 21 CMBS loan comes due.
The new $700 million revolving credit facility and $375 million
Term Loan B effectively push out maturities until 2027 and 2030
respectively. The facility and Term Loan B are secured by first
priority equity pledges on two borrowing base assets the Gaylords
Opryland and Gaylord Texan. The facility was previously secured by
interests in four properties, thereby unencumbering the portfolio
upon refinancing.
ISSUER PROFILE
RHP is a lodging and hospitality REIT specializing in upscale
convention center resorts and country music entertainment
experiences. It owns five of the top 10 largest non-gaming
convention center hotels in the U.S. under the Gaylord Hotels brand
and managed by Marriott International.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Aurora
Convention
Center Hotel,
LLC LT IDR BB- Affirmed BB-
senior
secured LT BB+ Affirmed RR1 BB+
Ryman
Hospitality
Properties,
Inc. LT IDR BB- Affirmed BB-
RHP Hotel
Properties,
L.P. LT IDR BB- Affirmed BB-
senior
secured LT BB+(EXP)Expected Rating RR1
senior
unsecured LT BB- Affirmed RR4 BB-
senior
secured LT BB+ Affirmed RR1 BB+
REVERSE MORTGAGE: Fine-Tunes Liquidating Plan
---------------------------------------------
Reverse Mortgage Investment Trust Inc., et al., submitted a
Modified Second Amended Joint Chapter 11 Plan of Liquidation.
Under the Plan, holders of Class 9 General Unsecured Claims will
each receive its Pro Rata share of the GUC Reserve. Class 9 is
impaired.
"GUC Reserve" means an account of the Wind-Down Debtors established
on the Effective Date, holding cash to be distributed to Holders of
Allowed General Unsecured Claims at the discretion of the Plan
Administrator.
The GUC Reserve will be funded (a) on the Effective Date, with
fifty percent of the Unencumbered Asset Proceeds and, (b) after the
final decree is entered closing these Chapter 11 Cases, or at any
earlier date, at the discretion of the Wind-Down Debtor or Plan
Administrator, fifty percent of the Wind-Down Account.
The Wind-Down Debtors will fund distributions under this Plan with
(a) Cash in the Plan Reserve Account, (b) Cash in the Wind-Down
Account, and any other revenues and proceeds of all assets of the
Debtors, including proceeds from all Causes of Action, including
those not settled, released, discharged, enjoined, or exculpated
under this Plan or otherwise on or prior to the Effective Date.
Proceeds of all assets except for (a) DIP Funds; (b) funds with
respect to any of the Debtors' private label securitization
accounts that pass through the Debtors' bank accounts; (c) any
proceeds from reimbursed expenses or other pass-through funds,
whether received prior to or after February 11, 2023, that the
Debtors are required to provide to any third parties pursuant to
any order of the Court or other agreement between the Debtors and
such parties shall be held in the Plan Reserve Account until
distribution according to the terms of this Plan and the
Confirmation Order; and (d) the Restricted Cash Collateral and
Restricted Cash Accounts, to the extent not already included in
clauses (a) through (c) above.
On and after the Effective Date, the Wind-Down Debtors shall
continue in existence for purposes of (a) winding down the Debtors'
business and affairs as expeditiously as reasonably possible,
including, but not limited to, surrendering licenses and collecting
on remaining assets, (b) resolving Disputed Claims, (c) making
distributions on account of Allowed Claims as provided hereunder,
(d) funding distributions, (e) enforcing and prosecuting claims,
interests, rights, and privileges under the Causes of Action on the
Schedule of Retained Causes of Action in an efficacious manner and
only to the extent the benefits of such enforcement or prosecution
are reasonably believed to outweigh the costs associated therewith,
(f) filing appropriate tax returns, and (g) administering this Plan
in an efficacious manner. The Wind-Down Debtors shall be deemed to
be substituted as the party-in-lieu of the Debtors in all matters,
including (i) motions, contested matters, and adversary proceedings
pending in the Bankruptcy Court, and (ii) all matters pending in
any courts, tribunals, forums, or administrative proceedings
outside of the Bankruptcy Court, in each case without the need or
requirement for the Plan Administrator to file motions or
substitutions of parties or counsel in each such matter.
Counsel to the Debtors:
Stephen Hessler, Esq.
Thomas Califano, Esq.
Anthony Grossi, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
E-mail: shessler@sidley.com
tom.califano@sidley.com
agrossi@sidley.com
- and -
Michael J. Barrie, Esq.
Jennifer R. Hoover, Esq.
Kevin M. Capuzzi, Esq.
John C. Gentile, Esq.
BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
1313 North Market Street, Suite 1201
Wilmington, DE 19801
Telephone: (302) 442-7010
Facsimile: (302) 442-7012
E-mail: mbarrie@beneschlaw.com
jhoover@beneschlaw.com
kcapuzzi@beneschlaw.com
jgentile@beneschlaw.com
A copy of the Disclosure Statement dated April 26, 2023, is
available at https://bit.ly/3NnCj4c from PacerMonitor.com.
About Reverse Mortgage Investment Trust
Reverse Mortgage Investment Trust Inc. is an originator and
servicer of reverse mortgage loans.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-11225) on November
30, 2022.
In the petition signed by Craig Corn, chief executive officer, the
Debtors disclosed up to $50 billion in both assets and
liabilities.
Judge Mary F. Walrath oversees the case.
The Debtors tapped Sidley Austin LLP as general bankruptcy counsel,
Benesch, Friedlander, Coplan, and Aronoff LLO as local bankruptcy
counsel, FTI Consulting Inc. as financial advisor, and Kroll
Restructuring Administration LLC as noticing and claims agent.
Leadenhall Capital Partners LLP, as agent to the postpetition
secured lenders, is advised by Latham & Watkins LLP and Young,
Conaway Stargatt & Taylor LLP, as counsel; BRG, as financial
advisor; and Moelis as investment banker.
Texas Capital Bank has retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.
Longbridge Financial, LLC has retained Weil, Gotshal & Manges LLP,
Lowenstein Sandler LLP, and Richards, Layton & Finger as counsel;
and Houlihan Lokey, Inc., as financial advisor.
SEAGATE TECHNOLOGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed Seagate Technology plc's and its
wholly-owned subsidiary, Seagate HDD Cayman's Long-Term Issuer
Default Ratings (IDR) at 'BB+'. In addition, Fitch has affirmed
Seagate HDD Cayman's senior unsecured rating at 'BB+'/'RR4'. The
Rating Outlook is Negative.
The ratings and Outlook reflect a weak demand environment that will
pressure near-term profitability and FCF margins and weigh on
credit metrics. Slower than previously anticipated recovery in
China, ongoing inventory digestion by U.S. cloud customers and
worsening macroeconomic conditions are pushing out recovery from
the second half of this calendar year to the end of 2023.
KEY RATING DRIVERS
Capital Allocation Prioritization: Fitch believes Seagate will need
to prioritize FCF for debt reduction over share repurchases over
the next 12-24 months in order to return credit metrics in line
with the current 'BB+' rating. This represents a departure from
Seagate's financial policies. Aside from the significant common
dividend, Seagate's public commitment is to use at least 70% of
pre-dividend FCF for capital returns. Fitch typically would
forecast closer to 100%. With Fitch forecasting break-even
post-dividend FCF through fiscal 2024, share repurchases are likely
to be close to zero.
Profitability Profile: Fitch expects the magnitude of the downturn
to reset Seagate's baseline profitability below historical levels,
absent a robust recovery. Over the nearer term, Seagate has
announced cost reductions and lowered capital spending. The company
is targeting $200 million of run-rate savings starting in the first
quarter of fiscal 2024 at a largely cash-based pre-tax cost of $150
million. Over the longer term, Fitch anticipates EBITDA margins
will return to roughly 20% and, in conjunction with moderating
capital intensity, drive mid- to high-single digit FCF margins.
Secular Demand: Fitch believes robust demand for storage across
media types provides a path for modest positive organic long-term
revenue growth. Artificial intelligence and 5G-enabled applications
across computing environments will be a significant driver of
demand. Fitch expects the significant majority of data creation
will be cool/cold storage on lower cost hard-disk drive (HDD)-based
capacity drives in the public cloud, driving the bulk of Seagate's
long-term revenue growth, with surveillance penetration and gaming
markets leading the remainder of top-line growth.
Constructive Industry Conditions: Fitch believes Seagate's nearly
50% capacity drive market share supports constructive supply
conditions that should enable long-term profitable growth and solid
FCF margins. Seagate's intensified capital spending in recent years
and repurposing of existing capacity as legacy revenue declines,
should enable the company to manage capital spending at
structurally lower levels through the forecast period, including
more significant near-term cuts to capacity additions in order to
support FCF.
Meaningful Technology Risk: Fitch believes storage technology and
product risks remain meaningful, with regular areal density
increases required to offset significant pricing pressure to
sustain HDD's total cost of ownership (TCO) advantage over SSDs and
keep pace with its chief competitor, Western Digital. Energy
assist-based drives promise to provide a roughly decadelong roadmap
to drives of more than 50 terabytes (TB; versus 20TB drives
shipping today), reducing Seagate's technology risk. At the same
time, the breakdown of Moore's Law constrains SSD makers' ability
to close the TCO gap.
DERIVATION SUMMARY
Seagate's position relative to the 'BB+' rating has weakened, given
Fitch's expectations for less than robust recovery from this
current severe downturn, which will constrain intermediate-term
profitability and FCF, pressuring credit metrics. Seagate's
operating profile hinges upon its strong market positions in HDDs,
significant barriers to entry from high investment intensity
required for meaningful market participation and secular demand for
storage solutions supporting higher-than global GDP long-term
revenue growth. However, expectations for break-even FCF in the
face of upcoming debt maturities has weakened the financial
flexibility and structure factors that underpin the rating.
Fitch views Seagate's operating profile as overall in line with
that of HDD competitor, Western Digital Corp. Together they
represent effectively all available capacity HDD supply, markets
benefitting from secular growth dynamics. However, Western
Digital's higher long-term growth prospects by virtue of its
exposure to flash are offset by far greater cyclicality, given a
less consolidated industry structure and more commodity-like nature
of flash products. Investment intensity ends up being similar for
Seagate and Western Digital mainly due to the latter's ability to
source NAND flash while sharing investment intensity with its JV
partner.
Fitch views Seagate's financial profile as weaker than that of
Western Digital, due to the latter's financial policies, including
prioritization of FCF for debt reduction to achieve a 1.5x-3.5x
EBITDA leverage range through the cycle and dividend suspension in
support of that target. Meanwhile, Seagate's lack of
publicly-articulated financial policies and prioritization of
capital returns, including debt funded share repurchases in
December 2020, are in line with a 'BB' rating category.
KEY ASSUMPTIONS
- More than 30% negative revenue growth in fiscal 2023, driven by
customer inventory digestion and weak consumer and enterprise
spending;
- Market demand begins to recover in fiscal 2024, resulting revenue
growth in the teens before returning to low- to mid-single digit
average revenue growth in the outer forecast years;
- Operating EBITDA margins in the mid-teens in fiscal 2023-2024
before approaching 20% in the outer forecast years, driven by a
normalization of gross profit margins and the impact of operating
expense reduction initiatives;
- Days of inventory are flat in fiscal 2023 before slowly declining
through the forecast period;
- Capital intensity remains in the 3.5%-4.5% range;
- No acquisitions and paused stock buybacks until credit metrics
return to levels in line with the rating;
- Seagate repays near-term debt maturities with available cash.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Public commitment to manage debt levels for total leverage
sustained below 2.5x;
- Expectations for annual FCF margins consistently in the mid to
high single digits while growing revenue, structurally higher
market share and diversifying end market and product exposure.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Expectations for annual FCF sustained below $500 million or FCF
margins in the low single digits from persistently weaker than
expected revenue trends or profit margins, indicating poor
execution on its roadmap;
- Expectations for total leverage sustained above 3.0x, from debt
issuance to support debt-funded shareholder returns persistently in
excess of FCF.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch views Seagate's liquidity as adequate
and, as of March 31, 2023, consisted of $766 million in cash and
cash equivalents and an undrawn $1.75 billion senior unsecured
revolving credit facility expiring Oct. 14, 2026. FCF will be
modestly positive in fiscal 2023 and 2024 before returning to the
nearly $500 million annual FCF range in fiscal 2025. Aside from
mandatory quarterly term loan amortization, Seagate faces $540
million of senior notes maturing on June 1, 2023 and $500 million
of senior notes maturing on March 1, 2024.
ISSUER PROFILE
Seagate is a leading provider of data storage technology, primarily
hard disk drives, a market in which it has roughly 45% share.
Seagate focuses on storage solutions for edge-to-cloud service
providers, original equipment and design manufacturers, as well as
surveillance, gaming, digital video recording and attached storage
providers.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Seagate Technology
Public Limited
Company LT IDR BB+ Affirmed BB+
Seagate HDD Cayman LT IDR BB+ Affirmed BB+
senior
unsecured LT BB+ Affirmed RR4 BB+
SELAH MOUNTAIN: Unsecureds to Get Share of Net Cashflow in Plan
---------------------------------------------------------------
Selah Mountain Pharmacy, LLC, filed with the U.S. Bankruptcy Court
for the District of Colorado a Plan of Reorganization for Small
Business under Subchapter V dated May 4, 2023.
The Debtor is a Colorado limited liability company formed in 2019
by John and Linda Kutzko that owns and operates a pharmacy and
provides, among other services, retail community and compounding
pharmacy, medication, and durable medical equipment ("DME")
delivery services to patients through various states within the
United States.
In Fall 2021, the Debtor's required Federal Medicare DME surety
bond was cancelled as a result of the mailing error by the Debtor's
bonding company. The Debtor was able to resolve issues with
Medicare and its bonding company, who eventually admitted to the
error and reinstated the Debtor's bond retroactively, ensuring that
the Debtor had continuous bond coverage and was therefore in
compliance with Medicare requirements.
As a result of the resolution of the issues with the Debtor's bond,
the Debtor's Medicare accreditation was reinstated, and the Debtor
was able to resume billing Medicare for patients. Despite the
reinstatement, the Medicare servicers took a significant length of
time to reflect the reinstatement and begin processing billings,
further impairing the Debtor's cash flow for the three to four
month period while the servicers were processing the reinstatement.
The delays in processing the reinstatement combined with the
significant payments to the lenders resulted in financial
difficulties for the Debtor, which were further exacerbated when
creditors began to intercept payments owed to the Debtor.
As a result of the ongoing financial difficulties experienced by
the Debtor, the Debtor filed its voluntary petition for relief
under Chapter 11 on February 3, 2023 in order to restructure its
operations and continue as a going concern.
Class 6 consists of those unsecured creditors of the Debtor who
hold Allowed Claims that were either scheduled by the Debtor as
undisputed, or subject to timely filed proofs of claim to which the
Debtor does not successfully object. Class 6 shall receive a
pro-rata distribution equal to 50% of the Debtor's Net Cash Flow
less amounts necessary to pay administrative expense or priority
claims until the earlier of: 1) the date on which unsecured
creditors are paid in full, or 2) the five-year anniversary of the
Effective Date of the Plan.
Commencing on the first month following the Effective Date of the
Plan, the Debtor shall, at the conclusion of each month, set aside
in a segregated account an amount equal to 50% of the prior months
Net Cash Flow. The first distribution to creditors shall be made on
the first day of the first full calendar quarter following the
Effective Date of the Plan. Distributions to Class 6 creditors
shall continue on the first day of each calendar quarter
thereafter.
Based on the Debtor's projections, the Debtor estimates Class 6
Creditors will be paid in full in the third year following the
Effective Date of the Plan. Upon request by any party in interest,
the Debtor shall provide a quarterly financial statement, including
amounts disbursed to creditors in accordance with the Plan. In
addition to the amounts, unsecured creditors shall receive 50% of
the amounts recovered for claims arising under Chapter 5 after
payment of attorney fees, cost of litigation, and cost of
recovery.
Class 7 includes Interests in the Debtor held by the pre
confirmation interest holders. Class 7 is unimpaired by this Plan.
On the Effective Date of the Plan, Class 7 shall retain its
Interests in the properties which it owned prior to the
Confirmation Date, subject to the terms of the Plan.
On the Effective Date of the Plan, John Kutzko shall be appointed
for the purpose of carrying out the terms of the Plan, and taking
all actions deemed necessary or convenient to consummating the
terms of the Plan. Mr. Kutzko and Mrs. Kutzko shall receive a
salary of $60,000 each for the first year of the Plan, after which
their salaries shall be adjusted to a competitive market rate.
The Debtor has based payments to Class 6 Unsecured Creditors on Net
Cashflow, which amount represents the Debtor's revenue on a project
after payment of material suppliers and subcontractors, which will
ensure the feasibility of the Plan. As the Debtor's revenue
fluctuates, the amount set aside for creditors will fluctuate as
well, but the Debtor will not be overburdened with fixed debt
payments.
Post-petition, the Debtor's revenue has been impacted by the
continued interception of funds by Fox Capital. The Debtor has
commenced a number of examinations under Fed. R. Bankr. P. 2004 to
obtain information necessary to determine the amount of funds
diverted to Fox on a pre- and post-Petition Date basis in order to
recover such funds. The Debtor has only recently begun to receive
funds from a majority of the insurance companies to which claims
are submitted, and as of the date of filing this Plan, still has
not begun receiving funds from one of the insurance companies as a
result of the diversion of revenue.
The Debtor anticipates that following the Rule 2004 examinations,
funds will be directed back to the Debtor, and the Debtor's revenue
will increase back to pre-petition amounts. As the Debtor emerges
from bankruptcy and continues to operate under a confirmed Plan,
the Debtor's revenue is anticipated to increase significantly
throughout the Plan Term.
A full-text copy of the Plan of Reorganization dated May 4, 2023 is
available at https://bit.ly/3piar7p from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Keri L. Riley, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: (303) 832-2400
Email: klr@kutnerlaw.com
About Selah Mountain Pharmacy
Selah Mountain Pharmacy, LLC, is a Colorado limited liability
company formed in 2019 by John and Linda Kutzko that owns and
operates a pharmacy. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-10375) on
February 3, 2023. In the petition signed by John D. Kutzko,
managing member, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Joseph G. Rosania, Jr., oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley, P.C., is
the Debtor's legal counsel.
SEMRAD LAW: William Homony Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed William Homony,
Esq., a partner at Miller Coffey Tate, LLP, as Subchapter V trustee
for The Semrad Law Firm, LLC.
Mr. Homony will be compensated at $400 per hour for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
In court filings, Mr. Homony declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
William A. Homony
Miller Coffey Tate, LLP
1628 John F. Kennedy Boulevard, Suite 950
Philadelphia, PA 19103
Telephone: (215) 561-0950 ext. 26
Fax: (215) 561-0330
Email: bhomony@mctllp.com
About The Semrad Law Firm
The Semrad Law Firm, LLC is a bankruptcy law firm offering legal
relief to families struggling with debt. The firm is based in
Chicago, Ill.
Semrad Law Firm filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Del. Case No. 23-10512) on April 26,
2023, with $8,267,344 in assets and $7,809,414 in liabilities.
Judge John T. Dorsey oversees the case.
Joseph C. Barsalona II, Esq., at Pashman Stein Walder Hayden, P.C.
is the Debtor's legal counsel.
SILICON VALLEY BANK: Ex-CEO to Testify in Senate on Bank Failures
-----------------------------------------------------------------
Steven T. Dennis and John Harney of Bloomberg News reports that the
former Silicon Valley Bank chief Becker will testify in U.S. Senate
on bank failures.
The former chief executive officer of Silicon Valley Bank and the
former leaders of Signature Bank are to be among the witnesses at
Senate Banking Committee hearings on US bank failures.
Gregory Becker, who led SVB from 2011 until its collapse in March,
is scheduled to testify on May 16. Scott Shay and Eric Howell, the
former chair and president of Signature Bank, which also failed in
March, are to appear the same day, the committee said in a press
release late Tuesday, May 2, 2023.
About Silicon Valley Bank
Silicon Valley Bank was the nation's 16th largest bank and the
biggest to fail since the 2008 financial meltdown.
During the week of March 6, 2023, Silicon Valley Bank, Santa Clara,
CA, experienced a severe "run-on-the-bank." On the morning of
March 10, 2023, the California Department of Financial Protection
and Innovation seized SVB and placed it under the receivership of
the Federal Deposit Insurance Corporation (FDIC).
The FDIC on March 13, 2023, disclosed that it transferred all
deposits -- both insured and uninsured -- and substantially all
assets of the former Silicon Valley Bank of Santa Clara,
California, to a newly created, full-service FDIC-operated "bridge
bank" in an action designed to protect all depositors of Silicon
Valley Bank.
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Hon. Martin
Glenn is the bankruptcy judge. The Debtor had assets of
$19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31,
2022.
Centerview Partners LLC is proposed financial advisor, Sullivan &
Cromwell LLP proposed legal counsel and Alvarez & Marsal proposed
restructuring advisor to SVB Financial Group as
debtor-in-possession. Kroll is the claims agent.
SORRENTO THERAPEUTICS: Taps KPMG LLC as Accounting Advisor
----------------------------------------------------------
Sorrento Therapeutics, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ KPMG, LLC as accounting advisor.
The Debtors require an accounting advisor to assist with planning
an approach, consideration of alternatives, research, analysis,
implementation and documentation related to accounting and
reporting during the pendency of their bankruptcy proceedings, upon
emergence from bankruptcy, and upon applying fresh-start
reporting.
The firm will be paid at these rates:
Partners/Managing Directors $930 per hour
Directors/Senior Managers $795 per hour
Managers $690 per hour
Senior Associates $570 per hour
Associates $405 per hour
Bradley Lancy, managing director at KPMG, 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:
Bradley Lancy
KPMG, LLP
550 S. Hope Street, Suite 1500
Los Angeles, CA 90071
Tel: (213) 972-4000
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors ("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones oversees the cases.
The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel;
Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts
counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin
Y. Meghji, managing partner at M3, serves as the Debtors' chief
restructuring officer. Stretto Inc. is the claims, noticing and
solicitation agent.
Norton Rose Fulbright US, LLP and Milbank, LLP represent the
official committee of unsecured creditors appointed in the
Debtors'
Chapter 11 cases.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders.
SOURCEWATER INC: Wins Final Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Houston authorized Sourcewater, Inc., d/b/a Sourcenergy, to use
cash collateral on a final basis in accordance with the budget,
with a 10% variance.
As previously reported by the Troubled Company Reporter, there is
one UCC-1 filing in Texas, which collateralizes the Debtor's cash
for the Small Business Administration. The Debtor is also aware of
two UCC-1 filings in Delaware: (1) a financing statement filed by
Energy Debt Holdings LLC; and (2) a financing statement filed by
Joshua Adler, the Debtor's principal. The SBA's interests are
senior to those of Energy Debt Holdings LLC and Joshua A. Adler.
EDH and the Debtor are parties to a Senior Secured Credit Note
dated December 22, 2021 in the face amount of $500,000 and Security
Agreement. The present balance of the EDH Loan is $529,153, which
includes principal and interest. Interest continues to accrue
pursuant to the Order.
Pursuant to the EDH Loan, the Debtor granted a lien and security
interest in, to and against all of the property described in the
EDH Loan.
Adler and the Debtor are parties to a Revolving Credit Note dated
December 2, 2020. The total amount advanced under the Revolving
Credit Note is $1.089 million.
As of March 17, 2023, the Debtor was indebted and liable to EDH in
the aggregate principal and interest amount of not less than
$529,153 under the EDH Loan.
The Debtor is required to comply with these milestones:
a. The Debtor will propose a plan by June 15, 2023, with an
effective date of July 22, 2023.
b. If the Plan proposes to pursue litigation related to the
Intellectual Property, the Debtor will file an application to
retain contingency counsel to pursue litigation related to the
Intellectual Property, or otherwise have a binding agreement for
the retention of contingency counsel to pursue such litigation, by
no later than August 15, 2023.
As adequate protection for the use of cash collateral, the SBA, EDH
and Adler are each granted replacement liens on all post-petition
cash collateral and post-petition acquired property to the same
extent and priority they possessed as of the Petition Date. As
EDH's additional adequate protection, EDH's indebtedness will incur
interest at a rate of $5,000 per month, which shall not compound.
A copy of the Court's order and the Debtor's is available at
https://bit.ly/3NHFOT5 from PacerMonitor.com.
The Debtor projects total cash disbursements, on a weekly basis, as
follows:
$7,867 for the week ending May 17, 2023; and
$17,687 for the week ending May 31, 2023.
About Sourcewater, Inc.
Sourcewater, Inc. gathers, analyzes and visualizes surface and
subsurface energy and water activity. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case
No. 23-30960) on March 17, 2023. In the petition signed by Joshua
A. Adler, as chief executive officer, the Debtor disclosed up to $1
million in assets and up to $10 million in liabilities.
Judge Jeffrey P. Norman oversees the case.
Jarrod B. Martin, Esq., at Chamberlain, Hrdlicka, White, Williams,
& Aughtry, P.C., represents the Debtor as legal counsel.
SWS SERVICES: Unsecureds to Split $42K in Subchapter V Plan
-----------------------------------------------------------
SWS Services, Inc., submitted a Second Amended and Restated Chapter
11 Plan of Reorganization under Subchapter V dated May 2, 2023.
The Debtor's income is fixed with approximately $35,000.00 in gross
receipts monthly. The Debtor is allocating $3,575.00 monthly to
fund this plan, which is feasible.
Class No. D consists of the claim of Volunteer State Bank in the
approximate amount of $248,300.19. The Allowed Secured Claim of
this claimant is fully secured holding a properly perfected first
mortgage on 639 N. Broadway, Portland, TN. This claimant shall
receive monthly payments in the amount of $2,800.00/per month
commencing on the Effective Date of the plan and shall be interest
at the rate of 6% per annum. This lien of this creditor shall be
reinstated upon confirmation of the plan.
Class No. E consists of the claim of Volunteer State Bank in the
approximate amount of $100,362.16. The Allowed Secured Claim of
this claimant is fully secured holding a properly perfected second
mortgage on 639 N. Broadway, Portland, TN. This claimant shall
receive monthly payments in the amount of $1289.00/per month
commencing on the Effective Date of the plan and shall be interest
at the rate of 5.5% per annum. This lien of this creditor shall be
reinstated upon confirmation of the plan.
Class No. F consists of the claim of Volunteer State Bank in the
approximate amount of $10,066.18. The Allowed Secured Claim of this
claimant is fully secured holding a properly perfected third
mortgage on 639 N. Broadway, Portland, TN. This claimant shall
receive monthly payments in the amount of $175.00/per month
commencing on the Effective Date of the plan and shall be interest
at the rate of 5.5% per annum. This lien of this creditor shall be
reinstated upon confirmation of the plan.
Class No. S shall consist of the allowed unsecured claims not
entitled to priority and not expressly included in the definition
of any other class. This class includes, without limitation, claims
arising out of the rejection of any executory contact or unexpired
lease, each allowed claim secured by a lien on property in which
the Debtor has an interest to the extent that such claim is
determined to be unsecured to the extent that the allowed amount of
such claim exceeds the amount which such claim may be afforded
priority thereunder. The claims in this class shall be paid a
pro-rate distribution of $42,000.00 commencing on the Effective
Date of the plan, payable at the rate of $350.00 per month, until
the total amount specified herein has been paid.
The Debtor will retain all ownership rights in property of the
estate.
The Debtor anticipates the funds to meet the plan payments shall
come from the daily operations of the Debtor’s assisted care
facility.
A full-text copy of the Second Amended and Restated Subchapter V
Plan dated May 2, 2023 is available at https://bit.ly/3VFe3wg from
PacerMonitor.com at no charge.
Attorney for Debtor:
Steven L. Lefkovitz, Esq.
Lefkovitz & Lefkovitz, PLLC
908 Harpeth Valley Place
Nashville, TN 37221
Tel: (615) 256-8300
Fax: (615) 255-4516
Email: slefkovitz@lefkovitz.com
About SWS Services, Inc.
SWS Services, Inc., is a Tennessee corporation which operates Oak
Hill Senior Living in Portland, TN.
SWS Services sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-00835) on March 8,
2023. In the petition signed by Shanna Wheeler, owner and
president, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Judge Marian F. Harrison oversees the case.
Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz, represents
the Debtor.
TEHUM CARE: M2 LoanCo Ups Interim DIP Loan to $2.75MM
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Tehum Care Services, Inc. to use cash
collateral and obtain postpetition financing, on an interim basis.
The Debtor obtained senior secured postpetition financing on a
superpriority basis pursuant to the terms and conditions of the DIP
Orders and Approved Budget and a Senior Secured Superpriority
Debtor-in-Possession Credit Agreement by and among the Debtor, as
borrower and M2 LoanCo, LLC, as the DIP Agent, which will consist
of a total of $10 million in commitments through a $2 million
Interim DIP Loan, a $3 million Final DIP Loan and, if needed, a $5
million Additional DIP Loan.
The Interim DIP Loan is increased by $750,000 from $2 million to
$2.750 million, and the DIP Lenders agree to advance the Second
Interim Draw, subject to compliance with the terms, conditions, and
covenants described in the Approved Budget and the DIP Documents,
on or before two business days after the entry of the Order.
In May 2022, the Debtor effectuated a divisional merger pursuant to
the Texas Business Organizations Code in which assets and
liabilities were allocated between CHS TX, Inc. and the Debtor. As
part of the Divisional Merger, the Debtor entered into and became
the payee under a Funding Agreement dated May 5, 2022, under which
the Debtor is entitled to receive funds up to an agreed aggregate
$15 million cap from to pay the liabilities assumed by the Debtor
as part of the Divisional Merger. Although the Debtor's
professionals are continuing to review the Debtor's books and
records, the Debtor's preliminary analysis suggests that the Debtor
has utilized the available amounts under the Funding Agreement.
The Debtor spent the second half of 2022 attempting to settle and
satisfy its allocated liabilities, but ongoing litigation and
associated costs have made such efforts impractical.
The Debtor will use the proceeds of the DIP Facility to, among
other things, administer the Chapter 11 case and ultimately, wind
down the business, all in accordance with the budget.
The DIP Credit Agreement matures through the earliest to occur of:
(a) September 15, 2023 (or such later date as the
Administrative Agent in its sole discretion may agree in writing
with the Borrower);
(b) acceleration of the Loan and the termination of the
commitments of the Lenders thereunder pursuant to the Agreement or
the Interim Order;
(c) 30 days after entry of the Interim Order (or such later
date as the Administrative Agent in its sole discretion may agree
in writing with the Borrower) if the Final Order has not been
entered and become a final, non-appealable order on or prior to the
expiration of such 30 day period;
(d) the Plan Effective Date;
(e) the date on which all or substantially all of the
Borrower's assets are sold or otherwise disposed of under section
363 of the Bankruptcy Code; and
(f) the date upon which an order is entered converting or
dismissing the Chapter 11 Case or appointing a chapter 11 trustee
or an examiner with enlarged powers beyond those set forth in 11
U.S.C sections 1104(d) and 1106(a)(3) and (4).
The Debtor is required to comply with these milestones:
(a) no later than five calendar days after the filing of the
DIP Motion, entry of the Interim DIP Order;
(b) no later than 30 calendar days after the entry of the
Interim DIP Order, entry of the Final DIP Order;
(c) before the end of the Challenge Period, as may be extended
by agreement in writing by the DIP Agent, duly authorized
representatives for each the Debtor and the Committee have agreed
in writing to the key terms of an Acceptable Plan, or such
representatives have agreed (on behalf of the Debtor and the
Committee) to attend mediation with the DIP Secured Parties and
their parents, subsidiaries and affiliates to mediate the terms of
an Acceptable Plan (including the resolution of any disputes raised
prior to the end of such Challenge Period);
(d) no later than July 14, 2023, the Debtor will have filed
the Acceptable Plan;
(e) no later than July 14, 2023, the Debtor will have filed
(i) the Acceptable Disclosure Statement, and (ii) a motion seeking
entry of the Acceptable Disclosure Statement Order;
(f) no later than September 1, 2023, the Court will have
entered the Acceptable Disclosure Statement Order;
(g) no later than September 1, 2023, the Court will have
entered the Acceptable Confirmation Order; and
(h) no later than September 15, 2023, the Plan Effective Date
will have occurred.
A final hearing on the matter is set for May 17, 2023, at 1 p.m.
A copy of the motion is available at https://bit.ly/3HAPjzK from
Kurtzman Carson Consultants, LLC, the claims, noticing and
solicitation agent.
A copy of the order is available at https://bit.ly/3LX0sNW also
from Kurtzman.
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.
TKEES INC: Court OKs Cash Collateral Access Thru June 28
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Broward Division, authorized TKEES, Inc. to use cash collateral on
an interim basis in accordance with the budget, with a 10%
variance, through June 28, 2023. A further hearing on the matter is
set for June 28 at 1:30 p.m.
As previously reported by the Troubled Company Reporter, the Debtor
believes four creditors assert secured claims against the estate:
-- Hilldun Corporation asserts a secured claim in the
approximate amount of $300,000. Per UCC financing statements filed
by Hilldun, the claim is secured by security interests in the
Debtor's accounts, instruments, contract rights, chattel paper,
documents and general intangibles.
-- Shopify Capital, Inc. asserts a secured claim in the
approximate amount of $290,536. Upon information and belief a UCC
financing statement filed against the Debtor by Corporation Service
Company, as a representative, perfects the Shopify debt. Per the
financing statement, the debt is secured by all assets of the
Debtor.
-- Windsor Private Capital asserts a secured claim in the
approximate amount of $5.832 million. However, no UCC financing
statements appear to have been filed by Windsor against the Debtor.
As such, any security interest Windsor may allege is not perfected
and subject to avoidance in the case.
-- Power One Capital Corp. asserts a secured claim in the
approximate amount of $369,221. As with Windsor, however, Power One
does not appear to have filed a UCC financing statement against the
Debtor. Its security interest is therefore unperfected and subject
to avoidance.
As adequate protection, the creditors are granted a post-petition
security interest and lien in, on, to, and against any and all
assets of the Debtor, to the same extent, perfection and priority
that the Creditors held a properly perfected pre-petition security
interest in such assets.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/42igMhr from PacerMonitor.com.
The Debtor projects total cash out, on a weekly basis, as follows:
$767,232 for the week ending May 5, 2023;
$209,171 for the week ending May 12, 2023;
$61,455 for the week ending May 19, 2023; and
$569,492 for the week ending May 26, 2023.
About TKEES, Inc.
TKEES, Inc. is a manufacturer and seller of sandals and flip flops
for women. TKEES, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12126) on March
20, 2023. In the petition signed by Jesse Burnett, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Scott M. Grossman oversees the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page P.A., represents the
Debtor as legal counsel.
TUESDAY MORNING: Starts Liquidation Sales as It Preps Closures
--------------------------------------------------------------
Nusaiba Mizan of Houston Chronicle reports that discount home goods
store Tuesday Morning, which filed for Chapter 11 bankruptcy
protection on February 14, 2023 is liquidating its inventory and
selling off its stock at a discount as it goes out of business.
The sale, which discounts some home decor items as much as 30
percent, is taking place at roughly 10 stores in the Houston area
and comes as the company filed for its second bankruptcy since
2020. Tuesday Morning was granted its request for Illinois-based
Hilco Global to sell all its merchandise in a Friday court ruling.
Hilco is buying the company for $32 million.
The Dallas-based brand, founded in 1974, has at least 10 Houston
area stores:
* 10516 Old Katy Road, Houston
* 901A N. Shepherd Drive, Houston
* 5419 FM 1960 W., Houston
* 1365 Kingwood Drive, Houston
* 1406 N. Loop 336 W, Conroe
* 172 S. Friendswood Drive, Friendswood
* 870 S. Mason Road, Katy
* 24427 Katy Fwy, Katy
* 17937 I-45 South, Shenandoah
* 4690 Louetta Road, Spring
The company sold three Houston stores ahead of its bankruptcy
closures in February on Westheimer and Weslayan.
Gift cards can be used through May 13, and merchandise purchased
before April 28, 2023 can be returned two weeks within the purchase
date, according to a Monday, May 1, 2023, statement by Hilco.
Tuesday Morning begins its liquidation sales as Bed Bath & Beyond,
another home goods store, is running its liquidation sales across
360 stores and 120 buybuy BABY stores nationally at discounts of up
to 30 percent, according to a Saturday, April 29, 2023, statement
by Hilco Global.
About Tuesday Morning
Dallas, Texas-based Tuesday Morning Corporation is an off-price
retailer specializing in products for the home, including upscale
home textiles, home furnishings, housewares, gourmet food, toys and
seasonal decor, at prices generally below those found in boutique,
specialty and department stores, catalogs and on-line retailers.
Tuesday Morning and several affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Texas Lead Case No. 23-90001) on
Feb. 14, 2023. The Debtors said both assets and liabilities, on a
consolidated basis, range from $100 million to $500 million.
Judge Edward L. Morris presides over the cases.
The Debtors tapped Munsch Hardt Kopf & Harr, P.C. as bankruptcy
counsel; Phelanlaw as special counsel; Force Ten Partners LLC as
financial advisor; and Piper Sandler & Co. as investment banker.
Stretto, Inc. is the claims and noticing agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors Chapter 11 cases. The
committee is represented by the law firms of Fox Rothschild, LLP
and Lowenstein Sandler, LLP. Province, LLC serves as the
committee's financial advisor.
VICE MEDIA GROUP: Preps Up Bankruptcy Filing
--------------------------------------------
Vice Media Group, the company behind popular media websites such as
Vice and Motherboard, is preparing to file for bankruptcy, the New
York Times reported on Monday, May 1, 2023, citing people with
knowledge of its operations.
The media firm has received interest from five companies and might
consider a sale to avoid bankruptcy, the NYT report said, adding
that in the event of a bankruptcy, which could happen in the coming
weeks, Vice's debtholder Fortress Investment Group could end up
controlling the company.
"Vice Media Group has been engaged in a comprehensive evaluation of
strategic alternatives and planning. The company, its board and
stakeholders continue to be focused on finding the best path for
the company," the company spokesperson told Reuters in an emailed
statement.
Its potential bankruptcy comes as several other media and
technology firms have had to downsize in recent months due to a
challenging economy and a weak advertising market.
Earlier this month, BuzzFeed Inc (BZFD.O) said it would shutter its
news division, which gained renown for its irreverent and probing
coverage, but ultimately succumbed to the challenges of its
digital-first business model.
Last week, Vice Media said it will cancel popular TV program "Vice
News Tonight" as part of a broader restructuring that will result
in job cuts across the digital media firm's global news business,
capping years of financial difficulties and top-executive
departures.
Vice Media was among a group of fast-rising digital media ventures
that once commanded rich valuations, as they courted millennial
audiences. It rose to prominence alongside its provocative
co-founder, Shane Smith, who built his media empire from a single
Canadian magazine.
About Vice Media
Vice Media Group LLC -- https://www.vicemediagroup.com/ -- is an
American-Canadian digital media and broadcasting company.
VIRGIN ORBIT: Reaches Chapter 11 Loan and Sale Timeline Deal
------------------------------------------------------------
Vince Sullivan of Law360 reports that billionaire Richard Branson's
bankrupt rocketry operation reached agreement with unsecured
creditors Monday, May 1, 2023, to clear the path for a Delaware
judge to approve both the company's $32 million
debtor-in-possession financing and Chapter 11 bidding procedures.
Under the court-approved bid procedures, if at least two qualified
bids are received by the May 15, 2023 bid deadline with regard to
any particular assets, the Debtors will conduct an auction. The
auction will take place on May 18,
2023, starting at 10:00 a.m. (prevailing Eastern Time) at the
offices of Latham & Watkins, LLP, 1271 Avenue of the Americas, New
York, NY 10020 and, if determined by the Debtors to be necessary or
convenient, via videoconference.
The sale hearing will be conducted on May 24, 2023 at 2:00 p.m.
(prevailing Eastern Time) or as soon thereafter
About Virgin Orbit Holdings
Virgin Orbit Holdings, Inc (Nasdaq: VORB) --
http://www.virginorbit.com/-- operates one of the most flexible
and responsive space launch systems ever built. Founded by Sir
Richard Branson in 2017, the Company began commercial service in
2021, and has already delivered commercial, civil, national
security, and international satellites into orbit. Virgin Orbit's
LauncherOne rockets are designed and manufactured in Long Beach,
California, and are air-launched from a modified 747-400 carrier
aircraft that allows Virgin Orbit Holdings, Inc., to operate from
locations all over the world in order to best serve each
customer's
needs.
Virgin Orbit Holdings LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10405) on April 4,
2023. The Debtor reported total assets of $242,978,000 and total
debts of $153,491,000 as of Sept. 30, 2022.
The Debtors tapped Young Conaweay Stargatt & Taylor, LLP and Latham
& Watkins, LLP as legal counsels; Ducera Partners, LLC as
investment banker and financial advisor; and Alvarez & Marsal North
America, LLC as restructuring advisor. Kroll Restructuring
Administration, LLC is the claims agent.
VITAL ENERGY: S&P Lowers Senior Unsecured Notes Rating to 'B'
-------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on U.S.-based
crude oil and natural gas exploration and production company Vital
Energy Inc.'s senior unsecured notes to 'B' from 'B+' and revised
its recovery rating to '3' from '2'. The lower recovery rating is
primarily due to a lower year-end 2022 PV10 value under its
recovery price assumptions.
The following debt issuances were affected by the change (amounts
shown are as of Dec. 31, 2022):
-- $456 million of 9.5% senior unsecured notes due January 2025;
-- $300 million of 10.125% senior unsecured notes due January
2028; and
-- $298 million of 7.75% senior unsecured notes due July 2029.
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery of principal to creditors
in the event of a payment default.
S&P's 'B' issuer credit rating and stable outlook on Vital are
unchanged.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
-- S&P's simulated default scenario for Vital assumes a period of
sustained low commodity prices consistent with the conditions of
past defaults in this sector.
-- S&P based its valuation of the company's proved reserves on a
company provided PV10 report as of Dec. 31, 2022, pro forma to
include the recently acquired Driftwood assets, using its recovery
price deck assumptions of $50 per barrel for West Texas
Intermediate crude oil and $2.50 per million Btus for Henry Hub
natural gas.
-- S&P's analysis assumes that the lender commitments on the
company's senior secured reserve-based lending (RBL) facility are
maintained at current levels and the facility is fully drawn up to
the current $1.0 billion elected commitment amount before default.
Simulated default assumptions
-- Simulated year of default: 2026
Simplified waterfall
-- Net estimated valuation (after 5% administrative costs): $1,543
million
-- Secured first-lien debt claims: $957 million
--Recovery expectations: Not applicable
-- Value available to repay senior unsecured claims: $586 million
-- Senior unsecured debt claims: $1,103 million
--Recovery expectations: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
WHITE RABBIT: Disposable Income to Fund Plan Payments
-----------------------------------------------------
White Rabbit Ventures, Inc., d/b/a Matrix Roofing, and Home
Solutions dba Matrix Roof+Home filed with the U.S. Bankruptcy Court
for the Western District of Washington a First Amended Plan of
Reorganization for Small Business under Subchapter V dated May 2,
2023.
The Debtor opened on January 1, 2007, as a limited liability
company, and incorporated on April 1, 2008. White Rabbit originally
specialized in roofing, and in 2019 it expanded its services to
include interior remodeling projects.
This Plan provides for unclassified administrative claims, 1 class
of unsecured claims with priority, 2 classes of secured claims, 4
classes of unsecured claims without priority, and 1 class of equity
security holders.
The Debtor will disburse a plan payment in the amount of $7,194 per
month beginning on the fifth day of the month following the
Effective Date and continuing for 60 consecutive months, as
generally set forth in the Five-Year Projections prepared by White
Rabbit, plus an annual payment to holders of general unsecured
claims without priority, provided that the formula calculations
yield a positive number for each annual payment. Payments to the
DOR and the SBA shall continue beyond the 60-month Plan period.
The Plan provides for payment of priority tax claims in full, plus
interest. The Plan also provides that unsecured creditors will
receive annual payments over the life of the Plan, to the extend
funds are available. Equity interest holders will retain their
interests under the proposed Plan. So, all creditors and equity
interest holders who do not accept the Plan will receive at least
as much under the Plan as they would receive in a Chapter 7
liquidation.
Class 4 consists of Unsecured claims without priority, whether
filed or scheduled. The Debtor proposes to allow the general
unsecured and non-priority portion of Claims 1, 2, 4, 5, 6, 7, 8,
9, 10, 11, and 13 as filed. Class 4 claims shall receive 5 annual
payments, distributed on an equal pro-rata basis and with the
annual payment amount calculated as follows:
* On January 31, 2024, and on each succeeding January 31, with
the fifth annual payment due by the last business day of the month
following the final Plan payment, the Debtor shall make a
distribution to the holders of Allowed Claims in Class 4. This
distribution shall be the difference, if positive, between the
Debtor's cash on hand and the total of (a) $100,000, plus (b) any
payments remaining due to unclassified administrative and priority
claims in Classes 1, 2, and 3 for current and/or prior years, plus
(c) the estimated amount needed to distribute to the Debtor's sole
shareholder to pay income tax for the current tax year, plus (d)
all accounts payable then owed by the Debtor.
Class 7 consists of the Subordinated general unsecured claims
without priority for penalties and interest on penalties. Claim 2,
as amended, includes a claim for penalties and interest on
penalties in the total amount of $203.82. Claim 14, as amended,
includes a claim for penalties in the amount of $61.16. Claim 16 is
a claim based solely on penalties and interest on penalties in the
amount of $11.02.
Penalties and interest on penalties are subordinated to
administrative claims, secured claims, unsecured claims with
priority, and unsecured claims without priority. Debtor will not
make any payments to Class 6, as certain classes of claims with
priority to Class 6 will not be paid in full.
Class 8 consists of Equity security holder. Wendy Marvin, the
Debtor's chief executive officer, is the only equity security
holder of the Debtor. Marvin will retain her equity in the Debtor.
White Rabbit will continue to operate its business, and will act as
the Plan disbursing agent, making the monthly and/or annual
disbursements.
The Projections show that the Debtor will have to use all its
Disposable Income for the five-year period to make payments under
the Plan. Debtor expects to make its final Plan payment in July
2028, except for payments on the resolved DOR Claim, which will
continue for another two years, to approximately June 2030.
A full-text copy of the First Amended Plan dated May 2, 2023 is
available at https://bit.ly/41gmDD4 from PacerMonitor.com at no
charge.
Debtor's Counsel:
Geoffrey Groshong, Esq.
GROSHONG LAW PLLC
600 Stewart Street
Suite 1300
Seattle, WA 98101
Tel: 206-508-0585
E-mail: geoff@groshonglaw.com
About White Rabbit Ventures
White Rabbit Ventures, Inc., originally specialized in roofing, and
in 2019 it expanded its services to include interior remodeling
projects.
White Rabbit Ventures sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 22-40173) on
February 14, 2022. In the petition signed by Wendy J. Marvin, chief
executive officer, the Debtor disclosed up to $1 million in assets
and up to $10 million in liabilities.
Judge Mary Jo Heston oversees the case.
Geoffrey Groshong, Esq., at Groshong Law PLLC, is the Debtor's
counsel.
WHITESTONE BREWERY: Case Summary & 17 Unsecured Creditors
---------------------------------------------------------
Debtor: Whitestone Brewery, LLC
d/b/a Whitestone Brewery
601 E. Whitestone Blvd
Suite 500
Cedar Park, TX 78613
Business Description: The Debtor is part of the beverage
manufacturing industry.
Chapter 11 Petition Date: May 5, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-10325
Debtor's Counsel: Charlie Shelton, Esq.
HAYWARD PLLC
7600 Burnet Road, Suite 530
Austin TX 78757
Tel: (737) 881-7100
Email: cshelton@haywardfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ryan Anglen as owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/2BDDCIA/Whitestone_Brewery_LLC__txwbke-23-10325__0001.0.pdf?mcid=tGE4TAMA
WHITTAKER CLARK: May 10 Deadline Set for Panel Questionnaires
-------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of Whittaker, Clark &
Daniels, Inc., et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://bit.ly/3B0cmA8 and return by email it to Tina
L Oppelt -- Tina.L.Oppelt@usdoj.gov -- at the Office of the United
States Trustee so that it is received no later than 5:00 p.m., on
May 10, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Whittaker Clark
Whittaker, Clark & Daniels, Inc., et al., were engaged in
nonmetallic mineral mining and quarrying.
Whittaker, Clark & Daniels, Inc., and affiliates Brilliant National
Services, Inc., Soco West, Inc., and L.A. Terminals, Inc., sought
Chapter 11 protection (Bankr. D.N.J. Lead Case No. 23-13575) on
April 26, 2023.
The Hon. Michael B. Kaplan is the case judge.
The Debtors estimated $100 million to $500 million in assets
against $1 billion to $10 billion in liabilities as of the
bankruptcy filing.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Cole Schotz P.C. as co-bankruptcy counsel; and M3 Partners
LLC as financial advisor. Stretto, Inc. is the claims agent.
YC RIVERGOLD: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
YC Rivergold Hotel, LLC asks the U.S. Bankruptcy Court for the
District of Alaska for authority to use cash collateral and provide
adequate protection.
The Debtor seeks authority to use its cash and cash collateral to
continue operating the Hotel and also to fund the case, paying
obligations incurred in the ordinary course of business and such
other non-ordinary course obligations as required by US Trustee
regulations or as the Court may approve.
The Debtor is balance sheet-solvent, hotel operations are healthy
and profitable, and the Debtor has not-insignificant cash reserves.
Unfortunately, the Debtor's mortgage with Wells Fargo was
accelerated in 2021, and despite three years of effort and a year
of state court litigation, the Debtor has been unable to negotiate
a workout of the loan or even obtain even a single cure or
deacceleration proposal from Wells Fargo to bring the loan back
into compliance.
Wells Fargo also asserts the right to millions of dollars in fees
that do not appear enforceable under the loan documents, it has
vigorously pursued appointment of a facially unqualified receiver
over the Hotel, and it is also improperly withholding approximately
$2.7 million in cash receipts from operations at the Hotel in a
lockbox account maintained for one of the Debtor's affiliates --
the Baranof, also located in Juneau. While the Debtor does not need
immediate access to those missing funds to maintain profitable
operations or otherwise fund the bankruptcy, determining the rights
to those funds is important in the longer term because the Debtor
will have to fund impending construction projects at the Hotel as
required by the Debtor's franchisor.
Specifically, in the Foreclosure Suit, Wells Fargo has asserted a
claim of approximately $21.4 million (an amount the Debtor
disputes), arising out of a 2018, non-recourse, cash-out refinance
of the Hotel in the original principal amount of $14.7 million. The
Debtor's funds may also constitute cash collateral of the SBA to
secure an emergency loan that the Debtor took out during the
pandemic in an original principal amount of approximately $150,000,
as the SBA has filed a UCC financing statement that purports to
cover all of the Debtor's tangible and intangible personal
property.
As its sole line of business, the Debtor owns and operates the Four
Points by Sheraton Juneau hotel. The Debtor acquired the Hotel --
formerly known as the Gold Belt Hotel -- in 2015, and thereafter
invested millions in extensive renovations and upgrades. In 2018,
the Debtor entered into the CMBS Loan: a non-recourse, cash-out
refinancing in an original principle amount of $14.7 million. The
proceeds of the CMBS Loan were used to pay off renovation costs, to
pay down an existing mortgage of approximately $4 million, and to
provide the Debtor with approximately $9 million in cash.
Unfortunately for the Debtor, the COVID-19 pandemic had an even
more dramatic effect on the travel and hospitality industries than
on the economy in general. Accordingly, the CMBS Loan has been in
default since early in the pandemic, when travel restrictions
crippled the entire hospitality industry and the Debtor -- like
countless hotels and other businesses across the country and around
the world -- prioritized operations.
The Debtor believes the Secured Parties are and will be more than
adequately protected in the first place by a healthy equity cushion
-- approximately $3 million just in the value of the Hotel, without
reference to cash reserves -- and Wells Fargo has additional
adequate protection by way of the operating receipts improperly
impounded at the Baranof. The Secured Creditors are also adequately
protected by their ongoing cash collateral position -- given the
effect of Section 552(b) of the Bankruptcy Code -- and by the
Debtor's continued operation of the Hotel, which will preserve not
only the collateral itself but also the going concern value of the
business.
According to the Debtor, utilizing the cash collateral in continued
business operations will in fact enhance the Secured Parties'
collateral position, as the Debtor's operations will generate
significant excess cash, especially over the coming summer months.
The Debtor also proposes to provide further adequate protection by
way of replacement liens to the extent necessary to protect against
any diminution in the Secured Parties' secured claim arising from
the Debtor's use of cash collateral. a workforce in place over debt
service. However, under the guidance of its experienced management
team, the Debtor quickly stabilized operations and returned to
profitability.
A copy of the motion is available at https://bit.ly/3AVoKBj from
PacerMonitor.com.
About YC Rivergold Hotel LLC
YC Rivergold Hotel LLC is part of the traveler accommodation
industry. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Alaska Case No. 23-00072) on April 29,
2023. In the petition signed by Baldev Johal, special bankruptcy
officer of YC Rivergold Holtel, LLC and managing member of YC
Rivergold Hotel MM, LLC, the Debtor disclosed up to $50 million in
both assets and liabilities.
Judge Gary Spraker oversees the case.
Austin K. Barron, Esq., at Step Two Law, represents the Debtor as
legal counsel.
[*] Chapter 11 Filings Up 32% to 277 in April 2023, Epiq Reports
----------------------------------------------------------------
Small business filings, captured as subchapter V elections within
Chapter 11, increased 81 percent to 158 in April 2023 from 87 in
April 2022, according to Epiq Bankruptcy, the leading provider of
U.S. bankruptcy filing data.
All Chapter 11 filings increased 32 percent in April 2023 to 277
from the 210 filings in April 2022. Overall commercial filings
increased slightly in April 2023 to 1,820 from 1,785 in April
2022.
The 35,479 total U.S. bankruptcy filings in April 2023 were a nine
percent increase from the April 2022 total of 32,530. Individual
bankruptcy filings were 33,659 in April 2023, registering a 10
percent increase from the April 2022 individual total of 30,745.
The number of individuals filing for Chapter 13 increased 14
percent to 13,404 in April 2023 from the 11,730 Chapter 13 filings
in April 2022.
The substantial year-over-year increase in subchapter V elections
reflects statutory developments that took place last year. The $7.5
million debt eligibility limit established by the CARES Act of 2020
(and renewed annually by subsequent laws) sunset in late March 2022
back to the $2,725,625 level established by the Small Business
Reorganization Act of 2019, which led to a drop in subchapter V
elections in April and May 2022.
The Bankruptcy Threshold Adjustment and Technical Corrections Act
was quickly enacted in June 2022 to restore the debt eligibility
limit for small businesses back to $7.5 million while also
increasing the debt limit for individual Chapter 13 filings to
$2.75 million and removing the distinction between secured and
unsecured debt for that calculation. The increased eligibility
limits for both subchapter V and Chapter 13 are currently set to
sunset on June 21, 2024. ABI has formed a Subchapter V Task Force
to study small business reorganizations and make recommendations in
a report to be released in April 2024.
"As small businesses employ millions of Americans and individual
spending is a key driver of our economy, maintaining an established
path to reorganizing debts in bankruptcy is key," said ABI
Executive Director Amy Quackenboss. "I look forward to the work of
ABI’s Subchapter V Task Force in identifying ways we can improve
eligibility for a financial fresh start for businesses and
individuals."
April’s total bankruptcy filings represented decreases in all
filing categories from the previous month. Total filings were down
nine percent when compared to the 39,056 total filings recorded the
previous month. Total individual filings for April also represented
a ten percent decrease from the March 2023 individual filing total
of 36,881. The commercial filing total represented a 16 percent
drop from the March 2023 commercial filing total of 1820. All
Chapter 11 filings decreased 28 percent from the 434 filings
recorded in March 2023. Subchapter V elections within Chapter 11
decreased 5 percent from 165 the previous month, and individual
Chapter 13 filings decreased seven percent from the 14,403 filings
reported in March 2023.
For the first time since April and May of 2019 there were
back-to-back months with more new cases filed than cases closed per
month. In April 2023, 3,861 more cases opened than closed and in
March, 4,540 more opened.
"We have also been closely tracking the monthly number of new cases
versus closed cases trend as another indicator on where the new
filing market is heading," said Gregg Morin, Vice President of
Business Development and Revenue for Epiq Bankruptcy. "The last
time there were four consecutive months in a row of more new cases
was back in early 2012 and the last time there was an annual
positive delta was 2010."
ABI has partnered with Epiq Bankruptcy to provide the most current
bankruptcy filing data for analysts, researchers, and members of
the news media. Epiq Bankruptcy is the leading provider of data,
technology, and services for companies operating in the business of
bankruptcy. Its new Bankruptcy Analytics subscription service
provides on-demand access to the industry’s most dynamic
bankruptcy data, updated daily. Learn more at
https://bankruptcy.epiqglobal.com/analytics.
About Epiq
Epiq, a global technology-enabled services leader to the legal
industry and corporations, takes on large-scale, increasingly
complex tasks for corporate counsel, law firms, and business
professionals with efficiency, clarity, and confidence. Clients
rely on Epiq to streamline the administration of business
operations, class action, and mass tort, court reporting,
eDiscovery, regulatory, compliance, restructuring, and bankruptcy
matters. Epiq subject-matter experts and technologies create
efficiency through expertise and deliver confidence to
high-performing clients around the world. Learn more at
www.epiqglobal.com.
About ABI
ABI -- http://www.abi.org/-- is the largest multi-disciplinary,
nonpartisan organization dedicated to research and education on
matters related to insolvency. ABI was founded in 1982 to provide
Congress and the public with unbiased analysis of bankruptcy
issues. The ABI membership includes nearly 10,000 attorneys,
accountants, bankers, judges, professors, lenders, turnaround
specialists and other bankruptcy professionals, providing a forum
for the exchange of ideas and information.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM ($MM ($MM
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABST US 533.6 (8.8) (62.8)
ABSOLUTE SOFTWRE OU1 GR 533.6 (8.8) (62.8)
ABSOLUTE SOFTWRE ABST CN 533.6 (8.8) (62.8)
ABSOLUTE SOFTWRE ABT2EUR EU 533.6 (8.8) (62.8)
ABSOLUTE SOFTWRE OU1 GZ 533.6 (8.8) (62.8)
ACCELERATE DIAGN AXDX* MM 65.0 (22.3) (10.5)
AIR CANADA AC CN 29,507.0 (1,555.0) 312.0
AIR CANADA ADH2 GR 29,507.0 (1,555.0) 312.0
AIR CANADA ACEUR EU 29,507.0 (1,555.0) 312.0
AIR CANADA ADH2 TH 29,507.0 (1,555.0) 312.0
AIR CANADA ACDVF US 29,507.0 (1,555.0) 312.0
AIR CANADA ADH2 QT 29,507.0 (1,555.0) 312.0
AIR CANADA ACEUR EZ 29,507.0 (1,555.0) 312.0
AIR CANADA ADH2 GZ 29,507.0 (1,555.0) 312.0
ALNYLAM PHARMACE ALNY US 3,546.4 (158.2) 1,924.3
ALNYLAM PHARMACE DUL GR 3,546.4 (158.2) 1,924.3
ALNYLAM PHARMACE DUL QT 3,546.4 (158.2) 1,924.3
ALNYLAM PHARMACE ALNYEUR EU 3,546.4 (158.2) 1,924.3
ALNYLAM PHARMACE DUL TH 3,546.4 (158.2) 1,924.3
ALNYLAM PHARMACE DUL SW 3,546.4 (158.2) 1,924.3
ALNYLAM PHARMACE ALNY* MM 3,546.4 (158.2) 1,924.3
ALNYLAM PHARMACE DUL GZ 3,546.4 (158.2) 1,924.3
ALNYLAM PHARMACE ALNYEUR EZ 3,546.4 (158.2) 1,924.3
ALPHATEC HOLDING L1Z1 GR 513.4 (13.1) 116.8
ALPHATEC HOLDING ATEC US 513.4 (13.1) 116.8
ALPHATEC HOLDING ATECEUR EU 513.4 (13.1) 116.8
ALPHATEC HOLDING L1Z1 GZ 513.4 (13.1) 116.8
ALTICE USA INC-A ATUS* MM 31,986.8 (480.7) (1,527.3)
ALTICE USA INC-A ATUS-RM RM 31,986.8 (480.7) (1,527.3)
ALTIRA GP-CEDEAR MOC AR 36,826.0 (3,826.0) (1,994.0)
ALTIRA GP-CEDEAR MOD AR 36,826.0 (3,826.0) (1,994.0)
ALTIRA GP-CEDEAR MO AR 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 GR 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO* MM 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO US 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO SW 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MOEUR EU 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO TE 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 TH 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO CI 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 QT 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MOUSD SW 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 GZ 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC 0R31 LI 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC ALTR AV 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MOEUR EZ 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO-RM RM 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 BU 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7D EB 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7D IX 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7D I2 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP-BDR MOOO34 BZ 36,826.0 (3,826.0) (1,994.0)
AMC ENTERTAINMEN AMC US 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 GR 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AMC4EUR EU 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 TH 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 QT 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AMC* MM 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 GZ 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AMC-RM RM 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN A2MC34 BZ 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN APE* MM 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 BU 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AMCE AV 8,847.6 (2,590.3) (971.8)
AMERICAN AIR-BDR AALL34 BZ 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL US 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G GR 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL* MM 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G TH 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G QT 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G GZ 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL11EUR EU 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL AV 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL TE 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G SW 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE 0HE6 LI 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL11EUR EZ 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL-RM RM 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL_KZ KZ 66,786.0 (5,771.0) (6,938.0)
AMYRIS INC AMRS* MM 824.9 (467.7) (80.8)
AMYRIS INC A2MR34 BZ 824.9 (467.7) (80.8)
ARBOR METALS COR ABR CN 0.2 (0.5) (0.0)
ASHFORD HOSPITAL AHT US 3,829.4 (180.4) -
ATLAS TECHNICAL ATCX US 487.4 (126.4) 102.2
AUTOZONE INC AZO US 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 TH 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 GR 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZOEUR EU 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 QT 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZO AV 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 TE 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZO* MM 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZOEUR EZ 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 GZ 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZO-RM RM 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC-BDR AZOI34 BZ 15,545.1 (4,184.2) (1,819.8)
AVALON ACQUISI-A AVAC US 212.6 (8.7) (0.1)
AVALON ACQUISI-A 6YL GR 212.6 (8.7) (0.1)
AVALON ACQUISI-A AVACEUR EU 212.6 (8.7) (0.1)
AVALON ACQUISITI AVACU US 212.6 (8.7) (0.1)
AVID TECHNOLOGY AVID US 287.5 (118.8) (11.6)
AVID TECHNOLOGY AVD GR 287.5 (118.8) (11.6)
AVID TECHNOLOGY AVD TH 287.5 (118.8) (11.6)
AVID TECHNOLOGY AVD GZ 287.5 (118.8) (11.6)
AVIS BUD-CEDEAR CAR AR 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CUCA GR 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CAR US 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CUCA QT 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CAR2EUR EU 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CAR* MM 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CAR2EUR EZ 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CUCA TH 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CUCA GZ 25,927.0 (700.0) (688.0)
BABCOCK & WILCOX BW US 942.7 (2.1) 185.6
BABCOCK & WILCOX UBW1 GR 942.7 (2.1) 185.6
BABCOCK & WILCOX BWEUR EU 942.7 (2.1) 185.6
BABYLON HOLDIN-A BBLN US 246.1 (255.9) 57.7
BABYLON HOLDIN-A 7UK0 QT 246.1 (255.9) 57.7
BABYLON HOLDIN-A 7UK0 GR 246.1 (255.9) 57.7
BABYLON HOLDIN-A BBLNEUR EU 246.1 (255.9) 57.7
BATH & BODY WORK LTD0 GR 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LTD0 TH 5,494.0 (2,205.0) 887.0
BATH & BODY WORK BBWI US 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LBEUR EU 5,494.0 (2,205.0) 887.0
BATH & BODY WORK BBWI* MM 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LTD0 QT 5,494.0 (2,205.0) 887.0
BATH & BODY WORK BBWI AV 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LBEUR EZ 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LTD0 GZ 5,494.0 (2,205.0) 887.0
BATH & BODY WORK BBWI-RM RM 5,494.0 (2,205.0) 887.0
BED BATH &BEYOND BBBY-RM RM 4,401.4 (798.6) (694.1)
BELLRING BRANDS BRBR US 735.0 (370.3) 304.9
BELLRING BRANDS D51 TH 735.0 (370.3) 304.9
BELLRING BRANDS BRBR2EUR EU 735.0 (370.3) 304.9
BELLRING BRANDS D51 GR 735.0 (370.3) 304.9
BELLRING BRANDS D51 QT 735.0 (370.3) 304.9
BEYOND MEAT INC BYND US 1,062.2 (203.5) 530.6
BEYOND MEAT INC 0Q3 GR 1,062.2 (203.5) 530.6
BEYOND MEAT INC 0Q3 GZ 1,062.2 (203.5) 530.6
BEYOND MEAT INC BYNDEUR EU 1,062.2 (203.5) 530.6
BEYOND MEAT INC 0Q3 TH 1,062.2 (203.5) 530.6
BEYOND MEAT INC 0Q3 QT 1,062.2 (203.5) 530.6
BEYOND MEAT INC BYND AV 1,062.2 (203.5) 530.6
BEYOND MEAT INC 0Q3 SW 1,062.2 (203.5) 530.6
BEYOND MEAT INC 0A20 LI 1,062.2 (203.5) 530.6
BEYOND MEAT INC BYNDEUR EZ 1,062.2 (203.5) 530.6
BEYOND MEAT INC 0Q3 TE 1,062.2 (203.5) 530.6
BEYOND MEAT INC BYND* MM 1,062.2 (203.5) 530.6
BEYOND MEAT INC B2YN34 BZ 1,062.2 (203.5) 530.6
BEYOND MEAT INC BYND-RM RM 1,062.2 (203.5) 530.6
BIOCRYST PHARM BO1 TH 550.0 (294.6) 411.0
BIOCRYST PHARM BCRX US 550.0 (294.6) 411.0
BIOCRYST PHARM BO1 GR 550.0 (294.6) 411.0
BIOCRYST PHARM BO1 QT 550.0 (294.6) 411.0
BIOCRYST PHARM BCRXEUR EU 550.0 (294.6) 411.0
BIOCRYST PHARM BCRX* MM 550.0 (294.6) 411.0
BIOCRYST PHARM BCRXEUR EZ 550.0 (294.6) 411.0
BIOTE CORP-A BTMD US 111.6 (58.3) 82.4
BLUE BIRD CORP BLBD US 351.6 (9.2) (26.4)
BLUE BIRD CORP 4RB GR 351.6 (9.2) (26.4)
BLUE BIRD CORP 4RB GZ 351.6 (9.2) (26.4)
BLUE BIRD CORP BLBDEUR EU 351.6 (9.2) (26.4)
BLUE BIRD CORP BLBDEUR EZ 351.6 (9.2) (26.4)
BLUE BIRD CORP 4RB TH 351.6 (9.2) (26.4)
BLUE BIRD CORP 4RB QT 351.6 (9.2) (26.4)
BOEING CO-BDR BOEI34 BZ 136,347.0 (15,484.0) 15,301.0
BOEING CO-CED BA AR 136,347.0 (15,484.0) 15,301.0
BOEING CO-CED BAD AR 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA EU 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCO GR 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BAEUR EU 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA TE 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA* MM 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA SW 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BOEI BB 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA US 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCO TH 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA PE 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BOE LN 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA CI 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCO QT 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BAUSD SW 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCO GZ 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA AV 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA-RM RM 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BAEUR EZ 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA EZ 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BACL CI 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA_KZ KZ 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCOD EB 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCOD IX 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCOD I2 136,347.0 (15,484.0) 15,301.0
BOMBARDIER INC-A BBD/A CN 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-A BDRAF US 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-A BBD GR 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-A BBD/AEUR EU 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-A BBD GZ 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBD/B CN 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDC GR 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BDRBF US 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDC TH 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDBN MM 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBD/BEUR EU 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDC GZ 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBD/BEUR EZ 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDC QT 12,441.0 (2,448.0) (196.0)
BOX INC- CLASS A BOX US 1,207.2 (33.9) 90.9
BOX INC- CLASS A 3BX GR 1,207.2 (33.9) 90.9
BOX INC- CLASS A 3BX TH 1,207.2 (33.9) 90.9
BOX INC- CLASS A 3BX QT 1,207.2 (33.9) 90.9
BOX INC- CLASS A BOXEUR EU 1,207.2 (33.9) 90.9
BOX INC- CLASS A BOXEUR EZ 1,207.2 (33.9) 90.9
BOX INC- CLASS A 3BX GZ 1,207.2 (33.9) 90.9
BOX INC- CLASS A BOX-RM RM 1,207.2 (33.9) 90.9
BRIDGEBIO PHARMA BBIO US 625.7 (1,213.6) 444.2
BRIDGEBIO PHARMA 2CL GR 625.7 (1,213.6) 444.2
BRIDGEBIO PHARMA 2CL GZ 625.7 (1,213.6) 444.2
BRIDGEBIO PHARMA BBIOEUR EU 625.7 (1,213.6) 444.2
BRIDGEBIO PHARMA 2CL TH 625.7 (1,213.6) 444.2
BRIGHTSPHERE INV BSIG US 518.7 (21.6) -
BRIGHTSPHERE INV 2B9 GR 518.7 (21.6) -
BRIGHTSPHERE INV BSIGEUR EU 518.7 (21.6) -
BRIGHTSPHERE INV 2B9 GZ 518.7 (21.6) -
BRINKER INTL EAT US 2,478.1 (210.3) (372.3)
BRINKER INTL BKJ GR 2,478.1 (210.3) (372.3)
BRINKER INTL BKJ QT 2,478.1 (210.3) (372.3)
BRINKER INTL EAT2EUR EU 2,478.1 (210.3) (372.3)
BRINKER INTL BKJ TH 2,478.1 (210.3) (372.3)
BROOKFIELD INF-A BIPC CN 10,178.0 (361.0) (3,066.0)
BROOKFIELD INF-A BIPC US 10,178.0 (361.0) (3,066.0)
CALUMET SPECIALT CLMT US 2,741.8 (287.7) (531.7)
CARDINAL HEA BDR C1AH34 BZ 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CAH US 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CLH GR 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CLH TH 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CLH QT 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CAHEUR EU 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CLH GZ 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CAH* MM 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CAHEUR EZ 44,482.0 (2,212.0) 1,384.0
CARDINAL HEALTH CAH-RM RM 44,482.0 (2,212.0) 1,384.0
CARDINAL-CEDEAR CAH AR 44,482.0 (2,212.0) 1,384.0
CARDINAL-CEDEAR CAHC AR 44,482.0 (2,212.0) 1,384.0
CARDINAL-CEDEAR CAHD AR 44,482.0 (2,212.0) 1,384.0
CARVANA CO CVNA US 8,646.0 (1,322.0) 1,766.0
CARVANA CO CV0 TH 8,646.0 (1,322.0) 1,766.0
CARVANA CO CV0 QT 8,646.0 (1,322.0) 1,766.0
CARVANA CO CVNAEUR EU 8,646.0 (1,322.0) 1,766.0
CARVANA CO CV0 GR 8,646.0 (1,322.0) 1,766.0
CARVANA CO CV0 GZ 8,646.0 (1,322.0) 1,766.0
CARVANA CO CVNAEUR EZ 8,646.0 (1,322.0) 1,766.0
CARVANA CO CVNA* MM 8,646.0 (1,322.0) 1,766.0
CARVANA CO CVNA-RM RM 8,646.0 (1,322.0) 1,766.0
CEDAR FAIR LP FUN US 2,235.9 (591.6) (153.2)
CENTRUS ENERGY-A LEU US 705.5 (74.1) 137.9
CENTRUS ENERGY-A 4CU TH 705.5 (74.1) 137.9
CENTRUS ENERGY-A 4CU GR 705.5 (74.1) 137.9
CENTRUS ENERGY-A LEUEUR EU 705.5 (74.1) 137.9
CENTRUS ENERGY-A 4CU GZ 705.5 (74.1) 137.9
CENTRUS ENERGY-A 4CU QT 705.5 (74.1) 137.9
CHENIERE ENERGY CQP US 18,817.0 (950.0) 585.0
CINEPLEX INC CGX CN 2,150.5 (211.8) (310.3)
CINEPLEX INC CX0 GR 2,150.5 (211.8) (310.3)
CINEPLEX INC CPXGF US 2,150.5 (211.8) (310.3)
CINEPLEX INC CX0 TH 2,150.5 (211.8) (310.3)
CINEPLEX INC CGXEUR EU 2,150.5 (211.8) (310.3)
CINEPLEX INC CGXN MM 2,150.5 (211.8) (310.3)
CINEPLEX INC CX0 GZ 2,150.5 (211.8) (310.3)
COGENT COMMUNICA CCOI US 998.4 (548.5) 201.4
COGENT COMMUNICA OGM1 GR 998.4 (548.5) 201.4
COGENT COMMUNICA CCOIEUR EU 998.4 (548.5) 201.4
COGENT COMMUNICA CCOI* MM 998.4 (548.5) 201.4
COHERUS BIOSCIEN CHRS US 480.8 (137.4) 242.5
COHERUS BIOSCIEN 8C5 GR 480.8 (137.4) 242.5
COHERUS BIOSCIEN 8C5 TH 480.8 (137.4) 242.5
COHERUS BIOSCIEN CHRSEUR EU 480.8 (137.4) 242.5
COHERUS BIOSCIEN 8C5 QT 480.8 (137.4) 242.5
COHERUS BIOSCIEN CHRSEUR EZ 480.8 (137.4) 242.5
COHERUS BIOSCIEN 8C5 GZ 480.8 (137.4) 242.5
COMMSCOPE HOLDIN COMM US 11,337.0 (415.0) 1,707.5
COMMSCOPE HOLDIN CM9 GR 11,337.0 (415.0) 1,707.5
COMMSCOPE HOLDIN COMMEUR EU 11,337.0 (415.0) 1,707.5
COMMSCOPE HOLDIN CM9 TH 11,337.0 (415.0) 1,707.5
COMMUNITY HEALTH CYH US 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CG5 GR 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CG5 TH 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CG5 QT 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CYH1EUR EU 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CYH1EUR EZ 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CG5 GZ 14,623.0 (791.0) 982.0
COMPOSECURE INC CMPO US 185.8 (291.2) 58.1
CONSENSUS CLOUD CCSI US 633.9 (255.3) 65.2
CONTANGO ORE INC CTGO US 23.3 (0.8) 8.4
COOPER-STANDARD CPS US 1,943.1 (26.8) 207.5
COOPER-STANDARD C31 GR 1,943.1 (26.8) 207.5
COOPER-STANDARD CPSEUR EU 1,943.1 (26.8) 207.5
COOPER-STANDARD C31 GZ 1,943.1 (26.8) 207.5
CPI CARD GROUP I PMTS US 296.7 (82.1) 99.6
CPI CARD GROUP I CPB1 GR 296.7 (82.1) 99.6
CPI CARD GROUP I PMTSEUR EU 296.7 (82.1) 99.6
CTI BIOPHARMA CO CEPS QT 123.5 (16.8) 77.6
CTI BIOPHARMA CO CTIC US 123.5 (16.8) 77.6
CTI BIOPHARMA CO CEPS GR 123.5 (16.8) 77.6
CTI BIOPHARMA CO CTIC1EUR EZ 123.5 (16.8) 77.6
CTI BIOPHARMA CO CTIC1EUR EU 123.5 (16.8) 77.6
CTI BIOPHARMA CO CEPS TH 123.5 (16.8) 77.6
CUTERA INC TJ9 GR 521.0 (15.2) 345.4
CUTERA INC CUTR US 521.0 (15.2) 345.4
CUTERA INC TJ9 TH 521.0 (15.2) 345.4
CUTERA INC CUTREUR EU 521.0 (15.2) 345.4
CUTERA INC TJ9 QT 521.0 (15.2) 345.4
CUTERA INC CUTREUR EZ 521.0 (15.2) 345.4
CYTOKINETICS INC CYTK US 1,014.8 (107.9) 710.6
CYTOKINETICS INC KK3A GR 1,014.8 (107.9) 710.6
CYTOKINETICS INC KK3A QT 1,014.8 (107.9) 710.6
CYTOKINETICS INC CYTKEUR EU 1,014.8 (107.9) 710.6
CYTOKINETICS INC KK3A TH 1,014.8 (107.9) 710.6
CYTOKINETICS INC CYTKEUR EZ 1,014.8 (107.9) 710.6
DELEK LOGISTICS DKL US 1,679.3 (110.7) (41.0)
DELL TECHN-C DELL US 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C 12DA TH 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C 12DA GR 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C 12DA GZ 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELL1EUR EU 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELLC* MM 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C 12DA QT 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELL AV 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELL1EUR EZ 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELL-RM RM 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C-BDR D1EL34 BZ 89,611.0 (3,025.0) (9,303.0)
DENNY'S CORP DE8 GR 498.3 (37.1) (43.3)
DENNY'S CORP DENN US 498.3 (37.1) (43.3)
DENNY'S CORP DENNEUR EU 498.3 (37.1) (43.3)
DENNY'S CORP DE8 TH 498.3 (37.1) (43.3)
DENNY'S CORP DE8 GZ 498.3 (37.1) (43.3)
DIEBOLD NIXDORF DBD SW 3,090.7 (1,473.6) 66.3
DINE BRANDS GLOB DIN US 1,758.1 (288.7) (56.8)
DINE BRANDS GLOB IHP GR 1,758.1 (288.7) (56.8)
DINE BRANDS GLOB IHP TH 1,758.1 (288.7) (56.8)
DINE BRANDS GLOB IHP GZ 1,758.1 (288.7) (56.8)
DIVERSIFIED ENER DEC LN - - -
DIVERSIFIED ENER DGOCGBX EU - - -
DIVERSIFIED ENER DECL PO - - -
DIVERSIFIED ENER DECL L3 - - -
DIVERSIFIED ENER DECL B3 - - -
DIVERSIFIED ENER DECL TQ - - -
DIVERSIFIED ENER DGOCGBX EP - - -
DIVERSIFIED ENER DGOCGBX EZ - - -
DIVERSIFIED ENER DECL IX - - -
DIVERSIFIED ENER DECL EB - - -
DIVERSIFIED ENER DECL QX - - -
DIVERSIFIED ENER DECL BQ - - -
DIVERSIFIED ENER DECL S1 - - -
DOMINO'S P - BDR D2PZ34 BZ 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA EZV TH 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA EZV GR 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZ US 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA EZV QT 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZEUR EU 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZ AV 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZ* MM 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA EZV GZ 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZEUR EZ 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZ-RM RM 1,641.4 (4,151.8) 271.4
DOMO INC- CL B DOMO US 242.1 (146.4) (79.8)
DOMO INC- CL B 1ON GR 242.1 (146.4) (79.8)
DOMO INC- CL B 1ON GZ 242.1 (146.4) (79.8)
DOMO INC- CL B DOMOEUR EU 242.1 (146.4) (79.8)
DOMO INC- CL B 1ON TH 242.1 (146.4) (79.8)
DOMO INC- CL B 1ON QT 242.1 (146.4) (79.8)
DROPBOX INC-A DBX US 3,110.1 (309.4) 293.3
DROPBOX INC-A 1Q5 GR 3,110.1 (309.4) 293.3
DROPBOX INC-A 1Q5 SW 3,110.1 (309.4) 293.3
DROPBOX INC-A 1Q5 TH 3,110.1 (309.4) 293.3
DROPBOX INC-A 1Q5 QT 3,110.1 (309.4) 293.3
DROPBOX INC-A DBXEUR EU 3,110.1 (309.4) 293.3
DROPBOX INC-A DBX AV 3,110.1 (309.4) 293.3
DROPBOX INC-A DBX* MM 3,110.1 (309.4) 293.3
DROPBOX INC-A DBXEUR EZ 3,110.1 (309.4) 293.3
DROPBOX INC-A 1Q5 GZ 3,110.1 (309.4) 293.3
DROPBOX INC-A DBX-RM RM 3,110.1 (309.4) 293.3
EF HUTTON ACQUIS EFHT US 118.0 (3.5) 0.0
EMBECTA CORP EMBC US 1,196.9 (836.1) 391.4
EMBECTA CORP EMBC* MM 1,196.9 (836.1) 391.4
EMBECTA CORP JX7 GR 1,196.9 (836.1) 391.4
EMBECTA CORP JX7 QT 1,196.9 (836.1) 391.4
EMBECTA CORP EMBC1EUR EZ 1,196.9 (836.1) 391.4
EMBECTA CORP EMBC1EUR EU 1,196.9 (836.1) 391.4
EMBECTA CORP JX7 GZ 1,196.9 (836.1) 391.4
EMBECTA CORP JX7 TH 1,196.9 (836.1) 391.4
ESPERION THERAPE ESPREUR EZ 247.9 (323.8) 154.4
ETSY INC ETSY US 2,500.5 (540.2) 845.8
ETSY INC 3E2 GR 2,500.5 (540.2) 845.8
ETSY INC 3E2 TH 2,500.5 (540.2) 845.8
ETSY INC 3E2 QT 2,500.5 (540.2) 845.8
ETSY INC 2E2 GZ 2,500.5 (540.2) 845.8
ETSY INC 300 SW 2,500.5 (540.2) 845.8
ETSY INC ETSY AV 2,500.5 (540.2) 845.8
ETSY INC ETSYEUR EZ 2,500.5 (540.2) 845.8
ETSY INC ETSY* MM 2,500.5 (540.2) 845.8
ETSY INC ETSY-RM RM 2,500.5 (540.2) 845.8
ETSY INC - BDR E2TS34 BZ 2,500.5 (540.2) 845.8
ETSY INC - CEDEA ETSY AR 2,500.5 (540.2) 845.8
FAIR ISAAC - BDR F2IC34 BZ 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FRI GR 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FICO US 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FICOEUR EU 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FRI QT 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FICOEUR EZ 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FICO1* MM 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FRI GZ 1,502.4 (770.8) 148.0
FENNEC PHARMACEU FRX CN 26.9 (2.6) 22.1
FENNEC PHARMACEU FENC US 26.9 (2.6) 22.1
FENNEC PHARMACEU RV41 GR 26.9 (2.6) 22.1
FENNEC PHARMACEU FRXEUR EU 26.9 (2.6) 22.1
FENNEC PHARMACEU RV41 GZ 26.9 (2.6) 22.1
FERRELLGAS PAR-B FGPRB US 1,641.0 (221.8) 201.1
FERRELLGAS-LP FGPR US 1,641.0 (221.8) 201.1
FIBROGEN INC FGEN US 610.1 (1.5) 219.3
FIBROGEN INC 1FG GR 610.1 (1.5) 219.3
FIBROGEN INC FGEN* MM 610.1 (1.5) 219.3
FIBROGEN INC 1FG TH 610.1 (1.5) 219.3
FIBROGEN INC 1FG QT 610.1 (1.5) 219.3
FIBROGEN INC FGENEUR EU 610.1 (1.5) 219.3
FIBROGEN INC FGENEUR EZ 610.1 (1.5) 219.3
FIBROGEN INC FGEN-RM RM 610.1 (1.5) 219.3
GCM GROSVENOR-A GCMG US 488.9 (94.0) 133.5
GENELUX CORP GNLX US 10.2 (36.5) (21.3)
GODADDY INC-A GDDY US 6,973.5 (329.3) (877.2)
GODADDY INC-A 38D GR 6,973.5 (329.3) (877.2)
GODADDY INC-A 38D QT 6,973.5 (329.3) (877.2)
GODADDY INC-A GDDY* MM 6,973.5 (329.3) (877.2)
GODADDY INC-A 38D TH 6,973.5 (329.3) (877.2)
GODADDY INC-A 38D GZ 6,973.5 (329.3) (877.2)
GOGO INC GOGO US 759.2 (88.1) 262.1
GOGO INC G0G GR 759.2 (88.1) 262.1
GOGO INC G0G QT 759.2 (88.1) 262.1
GOGO INC GOGOEUR EU 759.2 (88.1) 262.1
GOGO INC G0G TH 759.2 (88.1) 262.1
GOGO INC G0G GZ 759.2 (88.1) 262.1
GOOSEHEAD INSU-A GSHD US 321.6 (26.0) 18.6
GOOSEHEAD INSU-A 2OX GR 321.6 (26.0) 18.6
GOOSEHEAD INSU-A GSHDEUR EU 321.6 (26.0) 18.6
GOOSEHEAD INSU-A 2OX TH 321.6 (26.0) 18.6
GOOSEHEAD INSU-A 2OX QT 321.6 (26.0) 18.6
GREEN PLAINS PAR GPP US 137.8 (0.1) 6.2
H&R BLOCK - BDR H1RB34 BZ 2,593.2 (643.5) 130.0
H&R BLOCK INC HRB US 2,593.2 (643.5) 130.0
H&R BLOCK INC HRB GR 2,593.2 (643.5) 130.0
H&R BLOCK INC HRB TH 2,593.2 (643.5) 130.0
H&R BLOCK INC HRB QT 2,593.2 (643.5) 130.0
H&R BLOCK INC HRBEUR EU 2,593.2 (643.5) 130.0
H&R BLOCK INC HRBEUR EZ 2,593.2 (643.5) 130.0
H&R BLOCK INC HRB GZ 2,593.2 (643.5) 130.0
H&R BLOCK INC HRB-RM RM 2,593.2 (643.5) 130.0
HERBALIFE LTD HOO GR 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HLF US 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HLFEUR EU 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HOO QT 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HOO GZ 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HOO TH 2,687.6 (1,222.8) 95.0
HEWLETT-CEDEAR HPQD AR 36,148.0 (3,730.0) (7,748.0)
HEWLETT-CEDEAR HPQC AR 36,148.0 (3,730.0) (7,748.0)
HEWLETT-CEDEAR HPQ AR 36,148.0 (3,730.0) (7,748.0)
HILTON WORLD-BDR H1LT34 BZ 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLT US 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 TH 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 GR 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 QT 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLTEUR EU 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLT* MM 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 TE 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLTEUR EZ 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLTW AV 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 GZ 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLT-RM RM 15,211.0 (1,413.0) (829.0)
HORIZON ACQUIS-A HZON US 173.2 (30.6) (8.0)
HORIZON ACQUISIT HZON/U US 173.2 (30.6) (8.0)
HP COMPANY-BDR HPQB34 BZ 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ* MM 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ US 36,148.0 (3,730.0) (7,748.0)
HP INC 7HP TH 36,148.0 (3,730.0) (7,748.0)
HP INC 7HP GR 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ TE 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ CI 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ SW 36,148.0 (3,730.0) (7,748.0)
HP INC 7HP QT 36,148.0 (3,730.0) (7,748.0)
HP INC HPQUSD SW 36,148.0 (3,730.0) (7,748.0)
HP INC HPQEUR EU 36,148.0 (3,730.0) (7,748.0)
HP INC 7HP GZ 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ AV 36,148.0 (3,730.0) (7,748.0)
HP INC HPQEUR EZ 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ-RM RM 36,148.0 (3,730.0) (7,748.0)
HP INC HPQCL CI 36,148.0 (3,730.0) (7,748.0)
HP INC 7HPD EB 36,148.0 (3,730.0) (7,748.0)
HP INC 7HPD IX 36,148.0 (3,730.0) (7,748.0)
HP INC 7HPD I2 36,148.0 (3,730.0) (7,748.0)
IMMUNITYBIO INC IBRX US 362.4 (449.8) (360.3)
IMMUNITYBIO INC 26CA GR 362.4 (449.8) (360.3)
IMMUNITYBIO INC 26CA TH 362.4 (449.8) (360.3)
IMMUNITYBIO INC NK1EUR EU 362.4 (449.8) (360.3)
IMMUNITYBIO INC 26CA GZ 362.4 (449.8) (360.3)
IMMUNITYBIO INC NK1EUR EZ 362.4 (449.8) (360.3)
IMMUNITYBIO INC 26CA QT 362.4 (449.8) (360.3)
INSEEGO CORP INSG-RM RM 159.0 (70.1) 21.4
INSPIRATO INC ISPO* MM 430.4 (75.0) (161.2)
INSPIRED ENTERTA INSE US 309.4 (57.7) 53.9
INSPIRED ENTERTA 4U8 GR 309.4 (57.7) 53.9
INSPIRED ENTERTA INSEEUR EU 309.4 (57.7) 53.9
J. JILL INC JILL US 466.4 (0.2) 33.8
J. JILL INC 1MJ1 GR 466.4 (0.2) 33.8
J. JILL INC JILLEUR EU 466.4 (0.2) 33.8
J. JILL INC 1MJ1 GZ 466.4 (0.2) 33.8
JACK IN THE BOX JBX GR 2,907.0 (703.1) (197.0)
JACK IN THE BOX JACK US 2,907.0 (703.1) (197.0)
JACK IN THE BOX JACK1EUR EU 2,907.0 (703.1) (197.0)
JACK IN THE BOX JBX GZ 2,907.0 (703.1) (197.0)
JACK IN THE BOX JBX QT 2,907.0 (703.1) (197.0)
KLX ENERGY SERVI KLXE US 465.9 (15.8) 100.3
L BRANDS INC-BDR B1BW34 BZ 5,494.0 (2,205.0) 887.0
LAMF GLOBAL VENT LGVCU US 265.5 (10.2) (0.4)
LAMF GLOBAL VENT LGVC US 265.5 (10.2) (0.4)
LENNOX INTL INC LXI GR 2,770.4 (125.9) 145.2
LENNOX INTL INC LII US 2,770.4 (125.9) 145.2
LENNOX INTL INC LII1EUR EU 2,770.4 (125.9) 145.2
LENNOX INTL INC LXI TH 2,770.4 (125.9) 145.2
LENNOX INTL INC LII* MM 2,770.4 (125.9) 145.2
LESLIE'S INC LESL US 1,163.2 (255.0) 299.3
LESLIE'S INC LE3 GR 1,163.2 (255.0) 299.3
LESLIE'S INC LESLEUR EU 1,163.2 (255.0) 299.3
LESLIE'S INC LE3 QT 1,163.2 (255.0) 299.3
LEXICON PHARMACE LXRX US 162.7 (1,621.7) 105.9
LEXICON PHARMACE LX31 TH 162.7 (1,621.7) 105.9
LEXICON PHARMACE LXRXEUR EU 162.7 (1,621.7) 105.9
LINDBLAD EXPEDIT LIND US 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LI4 GR 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LINDEUR EU 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LI4 TH 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LI4 QT 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LI4 GZ 788.0 (85.6) (157.8)
LIQUIDIA CORP LQDA US 128.9 (362.3) 94.4
LIQUIDIA CORP LT4 TH 128.9 (362.3) 94.4
LIQUIDIA CORP LT4 GR 128.9 (362.3) 94.4
LIQUIDIA CORP LT4 GZ 128.9 (362.3) 94.4
LIQUIDIA CORP LQDA1EUR EU 128.9 (362.3) 94.4
LOWE'S COS INC LWE GR 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOW US 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LWE TH 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LWE QT 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOWEUR EU 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LWE GZ 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOW* MM 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LWE TE 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOWE AV 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOWEUR EZ 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOW-RM RM 43,708.0 (14,254.0) 1,931.0
LOWE'S COS-BDR LOWC34 BZ 43,708.0 (14,254.0) 1,931.0
LUMINAR TECHNOLO LAZR US 687.3 (26.4) 477.0
LUMINAR TECHNOLO LAZR* MM 687.3 (26.4) 477.0
LUMINAR TECHNOLO LAZR-RM RM 687.3 (26.4) 477.0
LUMINAR TECHNOLO 9FS GR 687.3 (26.4) 477.0
LUMINAR TECHNOLO LAZREUR EU 687.3 (26.4) 477.0
LUMINAR TECHNOLO 9FS TH 687.3 (26.4) 477.0
LUMINAR TECHNOLO 9FS GZ 687.3 (26.4) 477.0
LUMINAR TECHNOLO 9FS QT 687.3 (26.4) 477.0
LUMINAR TECHNOLO L2AZ34 BZ 687.3 (26.4) 477.0
MADISON SQUARE G MSGS US 1,300.9 (386.4) (275.0)
MADISON SQUARE G MS8 GR 1,300.9 (386.4) (275.0)
MADISON SQUARE G MSG1EUR EU 1,300.9 (386.4) (275.0)
MADISON SQUARE G MS8 TH 1,300.9 (386.4) (275.0)
MADISON SQUARE G MS8 QT 1,300.9 (386.4) (275.0)
MADISON SQUARE G MS8 GZ 1,300.9 (386.4) (275.0)
MANNKIND CORP NNFN GR 295.3 (250.5) 167.6
MANNKIND CORP MNKD US 295.3 (250.5) 167.6
MANNKIND CORP NNFN TH 295.3 (250.5) 167.6
MANNKIND CORP NNFN QT 295.3 (250.5) 167.6
MANNKIND CORP MNKDEUR EU 295.3 (250.5) 167.6
MANNKIND CORP MNKDEUR EZ 295.3 (250.5) 167.6
MANNKIND CORP NNFN GZ 295.3 (250.5) 167.6
MARKETWISE INC MKTW* MM 442.5 (298.4) (106.3)
MASCO CORP MAS US 5,430.0 (120.0) 1,130.0
MASCO CORP MSQ GR 5,430.0 (120.0) 1,130.0
MASCO CORP MSQ TH 5,430.0 (120.0) 1,130.0
MASCO CORP MAS* MM 5,430.0 (120.0) 1,130.0
MASCO CORP MSQ QT 5,430.0 (120.0) 1,130.0
MASCO CORP MAS1EUR EU 5,430.0 (120.0) 1,130.0
MASCO CORP MSQ GZ 5,430.0 (120.0) 1,130.0
MASCO CORP MAS1EUR EZ 5,430.0 (120.0) 1,130.0
MASCO CORP MAS-RM RM 5,430.0 (120.0) 1,130.0
MASCO CORP-BDR M1AS34 BZ 5,430.0 (120.0) 1,130.0
MATCH GROUP -BDR M1TC34 BZ 4,203.9 (334.5) 398.6
MATCH GROUP INC 0JZ7 LI 4,203.9 (334.5) 398.6
MATCH GROUP INC MTCH US 4,203.9 (334.5) 398.6
MATCH GROUP INC MTCH1* MM 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN TH 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN GR 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN QT 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN SW 4,203.9 (334.5) 398.6
MATCH GROUP INC MTC2 AV 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN GZ 4,203.9 (334.5) 398.6
MATCH GROUP INC MTCH-RM RM 4,203.9 (334.5) 398.6
MBIA INC MBI US 3,375.0 (876.0) -
MBIA INC MBJ GR 3,375.0 (876.0) -
MBIA INC MBJ TH 3,375.0 (876.0) -
MBIA INC MBJ QT 3,375.0 (876.0) -
MBIA INC MBI1EUR EU 3,375.0 (876.0) -
MBIA INC MBJ GZ 3,375.0 (876.0) -
MCDONALD'S - CDR MCDS CN 52,014.4 (5,776.1) 2,174.0
MCDONALD'S - CDR MDO0 GR 52,014.4 (5,776.1) 2,174.0
MCDONALD'S CORP MDOD EB 52,014.4 (5,776.1) 2,174.0
MCDONALD'S CORP MDOD IX 52,014.4 (5,776.1) 2,174.0
MCDONALD'S CORP MDOD I2 52,014.4 (5,776.1) 2,174.0
MCDONALDS - BDR MCDC34 BZ 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MDO TH 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD TE 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MDO GR 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD* MM 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD US 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD SW 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD CI 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MDO QT 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCDUSD SW 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCDEUR EU 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MDO GZ 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD AV 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCDEUR EZ 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP 0R16 LN 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD-RM RM 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCDCL CI 52,014.4 (5,776.1) 2,174.0
MCDONALDS-CEDEAR MCDD AR 52,014.4 (5,776.1) 2,174.0
MCDONALDS-CEDEAR MCDC AR 52,014.4 (5,776.1) 2,174.0
MCDONALDS-CEDEAR MCD AR 52,014.4 (5,776.1) 2,174.0
MCKESSON CORP MCK* MM 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK GR 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK US 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK TH 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK1EUR EU 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK QT 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK GZ 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK1EUR EZ 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK-RM RM 62,690.0 (2,089.0) (3,349.0)
MCKESSON-BDR M1CK34 BZ 62,690.0 (2,089.0) (3,349.0)
MEDIAALPHA INC-A MAX US 170.1 (86.1) 3.5
METTLER-TOLEDO MTD US 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTO GR 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTO QT 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTO GZ 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTO TH 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTDEUR EU 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTD* MM 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTDEUR EZ 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTD AV 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTD-RM RM 3,409.9 (24.5) 282.5
MONEYGRAM INTERN MGI US 4,135.5 (143.4) (8.0)
MONEYGRAM INTERN 9M1N GR 4,135.5 (143.4) (8.0)
MONEYGRAM INTERN 9M1N QT 4,135.5 (143.4) (8.0)
MONEYGRAM INTERN 9M1N TH 4,135.5 (143.4) (8.0)
MONEYGRAM INTERN MGIEUR EU 4,135.5 (143.4) (8.0)
MSCI INC 3HM GR 5,058.7 (901.4) 602.0
MSCI INC MSCI US 5,058.7 (901.4) 602.0
MSCI INC 3HM QT 5,058.7 (901.4) 602.0
MSCI INC 3HM SW 5,058.7 (901.4) 602.0
MSCI INC MSCI* MM 5,058.7 (901.4) 602.0
MSCI INC MSCIEUR EZ 5,058.7 (901.4) 602.0
MSCI INC 3HM GZ 5,058.7 (901.4) 602.0
MSCI INC 3HM TH 5,058.7 (901.4) 602.0
MSCI INC MSCI AV 5,058.7 (901.4) 602.0
MSCI INC MSCI-RM RM 5,058.7 (901.4) 602.0
MSCI INC-BDR M1SC34 BZ 5,058.7 (901.4) 602.0
NATHANS FAMOUS NATH US 81.8 (46.0) 58.4
NATHANS FAMOUS NFA GR 81.8 (46.0) 58.4
NATHANS FAMOUS NATHEUR EU 81.8 (46.0) 58.4
NEW ENG RLTY-LP NEN US 391.8 (59.9) -
NORWEGIAN CR-BDR N1CL34 BZ 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLH US 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC GR 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLHN MM 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLHEUR EU 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC TH 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC QT 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLH AV 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC SW 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLHEUR EZ 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC GZ 18,350.7 (99.5) (4,054.9)
NOVAVAX INC NVV1 GR 2,258.7 (634.1) (756.6)
NOVAVAX INC NVAX US 2,258.7 (634.1) (756.6)
NOVAVAX INC NVV1 TH 2,258.7 (634.1) (756.6)
NOVAVAX INC NVV1 QT 2,258.7 (634.1) (756.6)
NOVAVAX INC NVAXEUR EU 2,258.7 (634.1) (756.6)
NOVAVAX INC NVV1 GZ 2,258.7 (634.1) (756.6)
NOVAVAX INC NVV1 SW 2,258.7 (634.1) (756.6)
NOVAVAX INC NVAX* MM 2,258.7 (634.1) (756.6)
NOVAVAX INC 0A3S LI 2,258.7 (634.1) (756.6)
NOVAVAX INC NVV1 BU 2,258.7 (634.1) (756.6)
NUTANIX INC - A NTNX US 2,357.4 (791.0) 524.3
NUTANIX INC - A 0NU GR 2,357.4 (791.0) 524.3
NUTANIX INC - A NTNXEUR EU 2,357.4 (791.0) 524.3
NUTANIX INC - A 0NU TH 2,357.4 (791.0) 524.3
NUTANIX INC - A 0NU QT 2,357.4 (791.0) 524.3
NUTANIX INC - A 0NU GZ 2,357.4 (791.0) 524.3
NUTANIX INC - A NTNX-RM RM 2,357.4 (791.0) 524.3
NUTANIX INC-BDR N2TN34 BZ 2,357.4 (791.0) 524.3
O'REILLY AUT-BDR ORLY34 BZ 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT OM6 GR 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY US 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT OM6 TH 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY SW 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT OM6 QT 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY* MM 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLYEUR EU 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT OM6 GZ 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY AV 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLYEUR EZ 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY-RM RM 12,972.8 (1,625.0) (2,168.3)
OAK STREET HEALT OSH US 2,054.7 (267.3) 395.5
OAK STREET HEALT HE6 GZ 2,054.7 (267.3) 395.5
OAK STREET HEALT HE6 GR 2,054.7 (267.3) 395.5
OAK STREET HEALT OSH3EUR EU 2,054.7 (267.3) 395.5
OAK STREET HEALT HE6 TH 2,054.7 (267.3) 395.5
OAK STREET HEALT HE6 QT 2,054.7 (267.3) 395.5
OAK STREET HEALT OSH* MM 2,054.7 (267.3) 395.5
ORACLE BDR ORCL34 BZ 131,620.0 (1,912.0) (4,184.0)
ORACLE CO-CEDEAR ORCLC AR 131,620.0 (1,912.0) (4,184.0)
ORACLE CO-CEDEAR ORCL AR 131,620.0 (1,912.0) (4,184.0)
ORACLE CO-CEDEAR ORCLD AR 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL US 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORC GR 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL* MM 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL TE 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORC TH 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL CI 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL SW 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCLEUR EU 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORC QT 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCLUSD SW 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORC GZ 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP 0R1Z LN 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL AV 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCLEUR EZ 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCLCL CI 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL-RM RM 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCD EB 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCD I2 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCD IX 131,620.0 (1,912.0) (4,184.0)
ORGANON & CO OGN US 10,955.0 (892.0) 1,419.0
ORGANON & CO 7XP TH 10,955.0 (892.0) 1,419.0
ORGANON & CO OGN-WEUR EU 10,955.0 (892.0) 1,419.0
ORGANON & CO 7XP GR 10,955.0 (892.0) 1,419.0
ORGANON & CO OGN* MM 10,955.0 (892.0) 1,419.0
ORGANON & CO 7XP GZ 10,955.0 (892.0) 1,419.0
ORGANON & CO 7XP QT 10,955.0 (892.0) 1,419.0
ORGANON & CO OGN-RM RM 10,955.0 (892.0) 1,419.0
OSISKO GREEN A-A GOGR CN 263.5 (0.7) (3.9)
OTIS WORLDWI OTIS US 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI 4PG GR 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI 4PG GZ 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTISEUR EZ 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTISEUR EU 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTIS* MM 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI 4PG TH 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI 4PG QT 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTIS AV 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTIS-RM RM 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI-BDR O1TI34 BZ 9,845.0 (4,638.0) (670.0)
PAPA JOHN'S INTL PZZA US 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PP1 GR 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PZZAEUR EU 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PP1 GZ 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PP1 TH 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PP1 QT 864.9 (474.1) (26.0)
PELOTON INTERA-A PTON US 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON GR 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON GZ 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTONEUR EZ 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTONEUR EU 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON QT 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON TH 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTON* MM 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 0A46 LI 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTON AV 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON SW 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTON-RM RM 3,016.3 (127.0) 1,004.4
PETRO USA INC PBAJ US - (0.1) (0.1)
PHATHOM PHARMACE PHAT US 164.8 (74.8) 134.3
PHILIP MORRI-BDR PHMO34 BZ 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1EUR EU 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PMI SW 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1 TE 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 4I1 TH 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1CHF EU 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 4I1 GR 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM US 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PMIZ IX 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PMIZ EB 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 4I1 QT 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 4I1 GZ 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 0M8V LN 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PMOR AV 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM* MM 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1CHF EZ 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1EUR EZ 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM-RM RM 62,060.0 (7,053.0) (3,414.0)
PLANET FITNESS I P2LN34 BZ 2,905.6 (158.6) 338.5
PLANET FITNESS I PLNT* MM 2,905.6 (158.6) 338.5
PLANET FITNESS-A PLNT US 2,905.6 (158.6) 338.5
PLANET FITNESS-A 3PL TH 2,905.6 (158.6) 338.5
PLANET FITNESS-A 3PL GR 2,905.6 (158.6) 338.5
PLANET FITNESS-A 3PL QT 2,905.6 (158.6) 338.5
PLANET FITNESS-A PLNT1EUR EU 2,905.6 (158.6) 338.5
PLANET FITNESS-A PLNT1EUR EZ 2,905.6 (158.6) 338.5
PLANET FITNESS-A 3PL GZ 2,905.6 (158.6) 338.5
PRESTO AUTOMATIO PRST US 61.2 (12.2) 30.8
PREVENTION INS.C PVNC US 0.0 (0.2) (0.2)
PROS HOLDINGS IN PH2 GR 437.6 (48.0) 95.9
PROS HOLDINGS IN PRO US 437.6 (48.0) 95.9
PROS HOLDINGS IN PRO1EUR EU 437.6 (48.0) 95.9
PTC THERAPEUTICS PTCT US 1,608.8 (457.6) 171.8
PTC THERAPEUTICS BH3 GR 1,608.8 (457.6) 171.8
PTC THERAPEUTICS P91 TH 1,608.8 (457.6) 171.8
PTC THERAPEUTICS P91 QT 1,608.8 (457.6) 171.8
PULSE BIOSCIENCE PLSE US 77.9 (2.2) 56.2
PULSE BIOSCIENCE 6L8 GZ 77.9 (2.2) 56.2
RAPID7 INC RPD US 1,359.0 (120.1) (21.0)
RAPID7 INC R7D GR 1,359.0 (120.1) (21.0)
RAPID7 INC RPDEUR EU 1,359.0 (120.1) (21.0)
RAPID7 INC R7D TH 1,359.0 (120.1) (21.0)
RAPID7 INC RPD* MM 1,359.0 (120.1) (21.0)
RAPID7 INC R7D GZ 1,359.0 (120.1) (21.0)
RAPID7 INC R7D QT 1,359.0 (120.1) (21.0)
REATA PHARMACE-A RETA US 514.5 (65.7) 338.8
REATA PHARMACE-A 2R3 GR 514.5 (65.7) 338.8
REATA PHARMACE-A RETAEUR EU 514.5 (65.7) 338.8
REATA PHARMACE-A 2R3 GZ 514.5 (65.7) 338.8
REATA PHARMACE-A 2R3 TH 514.5 (65.7) 338.8
REATA PHARMACE-A 2R3 QT 514.5 (65.7) 338.8
REVLON INC-A REV* MM 2,489.8 (2,662.7) (48.5)
RIMINI STREET IN RMNI US 368.1 (70.1) (67.8)
RIMINI STREET IN 0QH GR 368.1 (70.1) (67.8)
RIMINI STREET IN RMNIEUR EU 368.1 (70.1) (67.8)
RIMINI STREET IN 0QH QT 368.1 (70.1) (67.8)
RINGCENTRAL IN-A RNG US 2,073.7 (283.3) 143.5
RINGCENTRAL IN-A 3RCA GR 2,073.7 (283.3) 143.5
RINGCENTRAL IN-A RNGEUR EU 2,073.7 (283.3) 143.5
RINGCENTRAL IN-A 3RCA TH 2,073.7 (283.3) 143.5
RINGCENTRAL IN-A 3RCA QT 2,073.7 (283.3) 143.5
RINGCENTRAL IN-A RNGEUR EZ 2,073.7 (283.3) 143.5
RINGCENTRAL IN-A RNG* MM 2,073.7 (283.3) 143.5
RINGCENTRAL IN-A 3RCA GZ 2,073.7 (283.3) 143.5
RINGCENTRAL-BDR R2NG34 BZ 2,073.7 (283.3) 143.5
SABRE CORP SABR US 5,026.0 (949.0) 578.7
SABRE CORP 19S GR 5,026.0 (949.0) 578.7
SABRE CORP 19S TH 5,026.0 (949.0) 578.7
SABRE CORP 19S QT 5,026.0 (949.0) 578.7
SABRE CORP SABREUR EU 5,026.0 (949.0) 578.7
SABRE CORP SABREUR EZ 5,026.0 (949.0) 578.7
SABRE CORP 19S GZ 5,026.0 (949.0) 578.7
SBA COMM CORP 4SB GR 10,541.7 (5,230.8) (167.2)
SBA COMM CORP SBAC US 10,541.7 (5,230.8) (167.2)
SBA COMM CORP 4SB TH 10,541.7 (5,230.8) (167.2)
SBA COMM CORP 4SB QT 10,541.7 (5,230.8) (167.2)
SBA COMM CORP SBACEUR EU 10,541.7 (5,230.8) (167.2)
SBA COMM CORP 4SB GZ 10,541.7 (5,230.8) (167.2)
SBA COMM CORP SBAC* MM 10,541.7 (5,230.8) (167.2)
SBA COMM CORP SBACEUR EZ 10,541.7 (5,230.8) (167.2)
SEAGATE TECHNOLO S1TX34 BZ 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STXN MM 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STX US 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO 847 GR 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO 847 GZ 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STX4EUR EU 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO 847 TH 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STXH AV 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO 847 QT 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STH TE 7,967.0 (1,004.0) (42.0)
SEAWORLD ENTERTA SEAS US 2,325.8 (437.7) (175.5)
SEAWORLD ENTERTA W2L GR 2,325.8 (437.7) (175.5)
SEAWORLD ENTERTA W2L TH 2,325.8 (437.7) (175.5)
SEAWORLD ENTERTA SEASEUR EU 2,325.8 (437.7) (175.5)
SEAWORLD ENTERTA W2L QT 2,325.8 (437.7) (175.5)
SEAWORLD ENTERTA W2L GZ 2,325.8 (437.7) (175.5)
SILVER SPIKE-A SPKC/U CN 6.2 (6.5) (6.5)
SIRIUS XM HO-BDR SRXM34 BZ 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN SIRI US 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN RDO TH 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN RDO GR 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN RDO QT 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN RDO GZ 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN SIRI AV 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN SIRIEUR EZ 10,023.0 (3,259.0) (1,816.0)
SIX FLAGS ENTERT SIX US 2,665.8 (429.2) (193.5)
SIX FLAGS ENTERT 6FE GR 2,665.8 (429.2) (193.5)
SIX FLAGS ENTERT SIXEUR EU 2,665.8 (429.2) (193.5)
SIX FLAGS ENTERT 6FE TH 2,665.8 (429.2) (193.5)
SIX FLAGS ENTERT 6FE QT 2,665.8 (429.2) (193.5)
SLEEP NUMBER COR SNBR US 962.8 (425.0) (717.3)
SLEEP NUMBER COR SL2 GR 962.8 (425.0) (717.3)
SLEEP NUMBER COR SNBREUR EU 962.8 (425.0) (717.3)
SLEEP NUMBER COR SL2 TH 962.8 (425.0) (717.3)
SLEEP NUMBER COR SL2 QT 962.8 (425.0) (717.3)
SLEEP NUMBER COR SL2 GZ 962.8 (425.0) (717.3)
SMILEDIRECTCLUB SDC* MM 597.1 (385.2) 180.6
SONDER HOLDINGS SOND* MM 1,573.6 (19.9) 62.3
SPIRIT AEROSYS-A S9Q GR 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A SPR US 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A S9Q TH 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A SPREUR EU 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A S9Q QT 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A SPREUR EZ 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A S9Q GZ 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A SPR-RM RM 6,574.7 (444.6) 1,192.0
SPLUNK INC SPLK US 6,343.9 (110.5) 835.0
SPLUNK INC S0U GR 6,343.9 (110.5) 835.0
SPLUNK INC S0U TH 6,343.9 (110.5) 835.0
SPLUNK INC S0U QT 6,343.9 (110.5) 835.0
SPLUNK INC SPLK SW 6,343.9 (110.5) 835.0
SPLUNK INC SPLKEUR EU 6,343.9 (110.5) 835.0
SPLUNK INC SPLK* MM 6,343.9 (110.5) 835.0
SPLUNK INC SPLKEUR EZ 6,343.9 (110.5) 835.0
SPLUNK INC S0U GZ 6,343.9 (110.5) 835.0
SPLUNK INC SPLK-RM RM 6,343.9 (110.5) 835.0
SPLUNK INC - BDR S1PL34 BZ 6,343.9 (110.5) 835.0
SQUARESPACE -BDR S2QS34 BZ 730.5 (303.0) (110.3)
SQUARESPACE IN-A SQSP US 730.5 (303.0) (110.3)
SQUARESPACE IN-A 8DT GR 730.5 (303.0) (110.3)
SQUARESPACE IN-A 8DT GZ 730.5 (303.0) (110.3)
SQUARESPACE IN-A SQSPEUR EU 730.5 (303.0) (110.3)
SQUARESPACE IN-A 8DT TH 730.5 (303.0) (110.3)
SQUARESPACE IN-A 8DT QT 730.5 (303.0) (110.3)
STARBUCKS CORP SBUX US 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX* MM 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRB TH 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRB GR 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX CI 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX SW 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRB QT 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX PE 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUXUSD SW 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRB GZ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX AV 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX TE 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUXEUR EU 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP 1SBUX IM 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUXEUR EZ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP 0QZH LI 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX-RM RM 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUXCL CI 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX_KZ KZ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRBD BQ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRBD EB 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRBD IX 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRBD I2 28,609.0 (8,499.4) (2,075.6)
STARBUCKS-BDR SBUB34 BZ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS-CEDEAR SBUX AR 28,609.0 (8,499.4) (2,075.6)
STARBUCKS-CEDEAR SBUXD AR 28,609.0 (8,499.4) (2,075.6)
SYNDAX PHARMACEU SNDX US 497.2 (225.6) 460.7
SYNDAX PHARMACEU 1T3 GR 497.2 (225.6) 460.7
SYNDAX PHARMACEU SNDXEUR EU 497.2 (225.6) 460.7
SYNDAX PHARMACEU 1T3 TH 497.2 (225.6) 460.7
SYNDAX PHARMACEU 1T3 QT 497.2 (225.6) 460.7
SYNDAX PHARMACEU 1T3 GZ 497.2 (225.6) 460.7
TEMPUR SEALY INT TPD GR 4,359.8 (12.3) 214.0
TEMPUR SEALY INT TPX US 4,359.8 (12.3) 214.0
TEMPUR SEALY INT TPXEUR EU 4,359.8 (12.3) 214.0
TEMPUR SEALY INT TPD TH 4,359.8 (12.3) 214.0
TEMPUR SEALY INT TPD GZ 4,359.8 (12.3) 214.0
TEMPUR SEALY INT T2PX34 BZ 4,359.8 (12.3) 214.0
TEMPUR SEALY INT TPX-RM RM 4,359.8 (12.3) 214.0
TEMPUR SEALY INT TPX1* MM 4,359.8 (12.3) 214.0
TG THERAPEUTICS TGTX US 197.4 (1,566.3) 115.1
TG THERAPEUTICS NKB2 GR 197.4 (1,566.3) 115.1
TG THERAPEUTICS NKB2 TH 197.4 (1,566.3) 115.1
TG THERAPEUTICS NKB2 QT 197.4 (1,566.3) 115.1
TG THERAPEUTICS NKB2 GZ 197.4 (1,566.3) 115.1
TG THERAPEUTICS TGTXEUR EU 197.4 (1,566.3) 115.1
TORRID HOLDINGS CURV US 527.3 (230.2) (51.2)
TRANSDIGM - BDR T1DG34 BZ 18,489.0 (3,328.0) 4,521.0
TRANSDIGM GROUP T7D GR 18,489.0 (3,328.0) 4,521.0
TRANSDIGM GROUP TDG US 18,489.0 (3,328.0) 4,521.0
TRANSDIGM GROUP T7D QT 18,489.0 (3,328.0) 4,521.0
TRANSDIGM GROUP TDGEUR EU 18,489.0 (3,328.0) 4,521.0
TRANSDIGM GROUP T7D TH 18,489.0 (3,328.0) 4,521.0
TRANSDIGM GROUP TDG* MM 18,489.0 (3,328.0) 4,521.0
TRANSDIGM GROUP TDGEUR EZ 18,489.0 (3,328.0) 4,521.0
TRANSDIGM GROUP TDG-RM RM 18,489.0 (3,328.0) 4,521.0
TRAVEL + LEISURE WD5A GR 6,477.0 (975.0) 616.0
TRAVEL + LEISURE TNL US 6,477.0 (975.0) 616.0
TRAVEL + LEISURE WD5A TH 6,477.0 (975.0) 616.0
TRAVEL + LEISURE WD5A QT 6,477.0 (975.0) 616.0
TRAVEL + LEISURE WYNEUR EU 6,477.0 (975.0) 616.0
TRAVEL + LEISURE 0M1K LI 6,477.0 (975.0) 616.0
TRAVEL + LEISURE WD5A GZ 6,477.0 (975.0) 616.0
TRAVEL + LEISURE TNL* MM 6,477.0 (975.0) 616.0
TRIUMPH GROUP TG7 GR 1,597.3 (688.1) 453.2
TRIUMPH GROUP TGI US 1,597.3 (688.1) 453.2
TRIUMPH GROUP TGIEUR EU 1,597.3 (688.1) 453.2
TRIUMPH GROUP TG7 TH 1,597.3 (688.1) 453.2
UBIQUITI INC 3UB GR 1,268.7 (248.0) 530.1
UBIQUITI INC UI US 1,268.7 (248.0) 530.1
UBIQUITI INC UBNTEUR EU 1,268.7 (248.0) 530.1
UBIQUITI INC 3UB TH 1,268.7 (248.0) 530.1
UNITED INSURANCE UIHC US 2,837.5 (182.0) -
UNITED INSURANCE 0UI GR 2,837.5 (182.0) -
UNITED INSURANCE UIHCEUR EU 2,837.5 (182.0) -
UNITI GROUP INC UNIT US 4,851.2 (2,271.2) -
UNITI GROUP INC 8XC GR 4,851.2 (2,271.2) -
UNITI GROUP INC 8XC TH 4,851.2 (2,271.2) -
UNITI GROUP INC 8XC GZ 4,851.2 (2,271.2) -
UROGEN PHARMA LT URGN US 135.6 (89.4) 105.0
UROGEN PHARMA LT UR8 GR 135.6 (89.4) 105.0
UROGEN PHARMA LT URGNEUR EU 135.6 (89.4) 105.0
VECTOR GROUP LTD VGR GR 908.6 (807.9) 316.7
VECTOR GROUP LTD VGR US 908.6 (807.9) 316.7
VECTOR GROUP LTD VGR QT 908.6 (807.9) 316.7
VECTOR GROUP LTD VGREUR EU 908.6 (807.9) 316.7
VECTOR GROUP LTD VGREUR EZ 908.6 (807.9) 316.7
VECTOR GROUP LTD VGR TH 908.6 (807.9) 316.7
VECTOR GROUP LTD VGR GZ 908.6 (807.9) 316.7
VERISIGN INC VRS TH 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRS GR 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSN US 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRS QT 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSNEUR EU 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRS GZ 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSN* MM 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSNEUR EZ 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSN-RM RM 1,757.0 (1,593.8) (98.3)
VERISIGN INC-BDR VRSN34 BZ 1,757.0 (1,593.8) (98.3)
VERISIGN-CEDEAR VRSN AR 1,757.0 (1,593.8) (98.3)
WAVE LIFE SCIENC WVE US 146.4 (37.2) 27.0
WAVE LIFE SCIENC WVEEUR EU 146.4 (37.2) 27.0
WAVE LIFE SCIENC 1U5 GR 146.4 (37.2) 27.0
WAVE LIFE SCIENC 1U5 TH 146.4 (37.2) 27.0
WAVE LIFE SCIENC 1U5 GZ 146.4 (37.2) 27.0
WAYFAIR INC- A W US 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A 1WF GR 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A 1WF TH 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A WEUR EU 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A 1WF QT 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A WEUR EZ 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A 1WF GZ 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A W* MM 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- BDR W2YF34 BZ 3,212.0 (2,745.0) (302.0)
WEWORK INC-CL A WE* MM 17,863.0 (3,455.0) (1,541.0)
WINGSTOP INC WING US 451.3 (379.8) 170.1
WINGSTOP INC EWG GR 451.3 (379.8) 170.1
WINGSTOP INC WING1EUR EU 451.3 (379.8) 170.1
WINGSTOP INC EWG GZ 451.3 (379.8) 170.1
WINMARK CORP WINA US 39.7 (54.0) 14.4
WINMARK CORP GBZ GR 39.7 (54.0) 14.4
WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3)
WW INTERNATIONAL WW US 973.7 (802.3) (31.6)
WW INTERNATIONAL WW6 GR 973.7 (802.3) (31.6)
WW INTERNATIONAL WW6 TH 973.7 (802.3) (31.6)
WW INTERNATIONAL WTWEUR EU 973.7 (802.3) (31.6)
WW INTERNATIONAL WW6 QT 973.7 (802.3) (31.6)
WW INTERNATIONAL WW6 GZ 973.7 (802.3) (31.6)
WW INTERNATIONAL WTW AV 973.7 (802.3) (31.6)
WW INTERNATIONAL WTWEUR EZ 973.7 (802.3) (31.6)
WW INTERNATIONAL WW-RM RM 973.7 (802.3) (31.6)
WYNN RESORTS LTD WYR GR 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS LTD WYNN* MM 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS LTD WYNN US 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS LTD WYR TH 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS LTD WYR QT 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS LTD WYNNEUR EU 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS LTD WYR GZ 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS LTD WYNNEUR EZ 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS LTD WYNN-RM RM 13,415.1 (1,640.4) 2,218.2
WYNN RESORTS-BDR W1YN34 BZ 13,415.1 (1,640.4) 2,218.2
YUM! BRANDS -BDR YUMR34 BZ 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM US 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC TGR GR 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC TGR TH 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUMEUR EU 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC TGR QT 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM SW 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUMUSD SW 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC TGR GZ 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM* MM 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM AV 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUMEUR EZ 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM-RM RM 5,749.0 (8,774.0) (9.0)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***