/raid1/www/Hosts/bankrupt/TCR_Public/230512.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, May 12, 2023, Vol. 27, No. 131
Headlines
10601 SW 67: Taps Law Office of Aubrey G. Rudd as Counsel
5 STAR POOL: Taps David Johnston as Bankruptcy Attorney
724 GROVERS ROAD: Seeks to Hire Barton Brimm as Bankruptcy Counsel
856 GREENE: Case Summary & Seven Unsecured Creditors
ADG LLC: Ares Capital Marks $12.6M Loan at 17% Off
ADG LLC: Ares Capital Marks $131.7M Loan at 60% Off
ADG LLC: Ares Capital Marks $7.9M Loan at 18% Off
AEARO TECHNOLOGIES.: Mediation Away from Bankruptcy Court Ordered
AEMETIS INC: Incurs $26.4 Million Net Loss in First Quarter
AGS PRO INC: Taps Danning Gill Israel & Krasnoff as Legal Counsel
ALPINE ACQUISITION: Blackrock Capital Marks Loan at 33% Off
API COMMERCIAL: Ares Capital Marks $7.2M Loan at 50% Off
ARCONIC CORP: Moody's Puts Ba3 CFR on Review for Downgrade
ASIA PACIFIC FINANCIAL: Taps Civille & Tang as Local Counsel
ASIA PACIFIC FINANCIAL: Taps Dentons Bingham Greenebaum as Counsel
ASTRA ACQUISITION: Blackrock Capital Marks $7.1M Loan at 26% Off
ATHEN'S INC: Seeks to Hire Carlyon Cica as Bankruptcy Counsel
ATHEN'S INC: Seeks to Tap Symphony Business Services as Accountant
ATLAS HEAVY: Seeks to Hire Kruggel Lawton CPAs as Accountant
ATLAS INTERMEDIATE: S&P Withdraws 'B' Issuer Credit Rating
ATRIX TRUCKING: Seeks to Hire Buddy D. Ford as Legal Counsel
AUTOVOCITY TRANSPORT: Unsecureds Will Get 23% of Claims in Plan
AVENTIV TECHNOLOGIES: Ares Capital Marks $9.1M Loan at 29% Off
AVETTA LLC: Ares Capital Marks $200,000 Loan at 50% Off
B GSE GROUP: Taps Rory Whelehan as Chief Restructuring Officer
BAUSCH HEALTH: Posts $209 Million Net Loss in First Quarter
BEAM & COMPANY: Continued Operations to Fund Plan
BELLA VENEZIA: Amends Bank of America Secured Claim Pay
BENEFYTT INC: Ares Capital Marks $29.7M Loan at 50% Off
BERRY CORP: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
BRAND MARINADE: Taps ABT Financial Consultants as Accountant
CASH CLOUD: Unsecureds to Get Creditor Trust & Sale Proceeds
CCS-CMGC HOLDINGS: Ares Capital Marks $33.5M Loan at 34% Off
CELSIUS NETWORK: Ex-CEO Slams Fraud Claims of N.Y. Attorney General
CENTER FOR AUTISM: Ares Capital Marks $800,000 Loan at 87% Off
CENTER FOR AUTISM: Ares Capital Nearly Writes Off $6.8M Loan
CHESTNUT RIDGE: Taps Grant Thornton as Financial Advisor
CHESTNUT RIDGE: Unsecureds Will Get 100% of Claims in Plan
CHICAGO EDUCATION BOARD: Moody's Affirms Ba2 Issuer & GOULT Ratings
CHRISTMAS TREE SHOPS: Seeks Chapter 11 Bankruptcy Protection
CLINTON ASSOCIATES: Auction for NY Property Set for June 7
CLOVIS ONCOLOGY: U.S. Trustee Appoints Equity Committee
CONCRETE SOLUTIONS: Taps The Fox Law Corporation as Legal Counsel
CONUMA RESOURCES: Moody's Ups CFR to Caa1 Alters Outlook to Stable
COOPER-STANDARD: Incurs $130.4 Million Net Loss in First Quarter
CORELOGIC INC: Ares Capital Marks $155.7M Loan at 15% Off
CWI CHEROKEE: Gets Approval to Hire B. Riley as Investment Banker
DIAMOND SCAFFOLD: Amends Unsecured Claims Pay Details
DIAMOND SPORTS: Committee Taps FTI Consulting as Financial Advisor
DIAMOND SPORTS: Committee Taps Houlihan Lokey as Investment Banker
DIAMOND SPORTS: Panel Taps Akin Gump Strauss Hauer as Counsel
DONMAR PROPERTIES: Gets Initial Stay Order Under CCAA
ENVIVA INC: Fitch Lowers LongTerm IDR to 'B+', Outlook Negative
FKB LLC: Case Summary & 20 Largest Unsecured Creditors
FLATIRON BUILDING: May 23 Auction for NY Property Set
FLORIDA FOOD: Ares Capital Marks $500,000 Loan at 20% Off
FREEDOM MISSIONARY: U.S. Trustee Unable to Appoint Committee
FTX TRADING: Court Approves Sale of LedgerX to Miami Exchange
GLOBAL MEDICAL: Ares Capital Marks $12.4M Loan at 30% Off
GLOBAL MEDICAL: Ares Capital Marks $26M Loan at 30% Off
GLOBAL MEDICAL: Ares Capital Marks $95.4M Loan at 30% Off
GLOBALSTAR INC: Incurs $3.5 Million Net Loss in First Quarter
GOLYAN ENTERPRISES: Case Summary & Nine Unsecured Creditors
GORDON BROTHERS: Blackrock Capital Marks $37.6M Loan at 58% Off
GREENSPACE BRANDS: Files CCAA Proceeding to Pursue Sale
H-FOOD HOLDINGS: Ares Capital Marks $26.3M Loan at 15% Off
H-FOOD HOLDINGS: Ares Capital Marks $73M Loan at 15% Off
HAIRY DEALINGS: Seeks to Hire Elizabeth T. McGuire as Accountant
HUDSON PACIFIC: Moody's Puts Ba1 Preferred Stock Rating on Review
IDERA INC: Blackrock Capital Marks $2.8M Loan at 15% Off
IGN 401 PROPERTIES: Seeks Approval to Hire B2B Realty as Realtor
IGN 401 PROPERTIES: Seeks to Hire Daniel C. Ferencz as Accountant
IMPLUS FOOTCARE: Ares Capital Marks $1.3M Loan at 15% Off
IMPLUS FOOTCARE: Ares Capital Marks $116.9M Loan at 15% Off
INH BUYER: Blackrock Capital Marks $2.7M Loan at 22% Off
INTEGRATED COOLING: Seeks to Hire Gulf Coast Tax as Accountant
J.W. CARR: Seeks Restructuring Under Canada's CCAA
JDC HEALTHCARE: Ares Capital Marks $4.9M Loan at 53% Off
JDC HEALTHCARE: Ares Capital Marks $41.4M Loan at 52% Off
LAKE DISTRICT: Seeks to Hire BBG Inc.as Valuation Consultant
LIBERTY VENTURES: Auction for NY Property Set for June 7
LIFE BY ALICE: Claims Will be Paid from Property Sale/Refinance
LIFESCAN GLOBAL: Ares Capital Marks $14M Loan at 26% Off
LINCOLN POWER LLC: Reaches $43Mil. Settlement With PJM
LIQUIDMETAL TECHNOLOGIES: Incurs $587K Net Loss in First Quarter
LTL MANAGEMENT: Chapter 11 Dismissal Hearing Set for June 2023
M. BURTON MARSHALL: U.S. Trustee Appoints Creditors' Committee
MAGENTA BUYER: Blackrock Capital Marks $7M Loan at 26% Off
MAILSOUTH INC: Ares Capital Marks $8.7M Loan at 60% Off
MEMPHIS PORTFOLIO: Involuntary Chapter 11 Case Summary
MINOTAUR ACQUISITION: Moody's Ups CFR to B2 & 1st Lien Debt to B1
NCWS INTERMEDIATE: Ares Capital Marks $200,000 Loan at 50% Off
NEP GROUP: Blackrock Capital Marks $3.1M Loan at 20% Off
NEPTUNE BIDCO: Ares Capital Marks $16.4M Loan at 15% Off
NEW HAVEN TRUCK: Taps Press/Cuozzo Realtors as Real Estate Agent
NEW JERUSALEM FAITH: U.S. Trustee Unable to Appoint Committee
NORTHERN ILLINOIS UNIVERSITY: Moody's Ups Issuer Rating From Ba1
NORTHERN OIL: Fitch Assigns 'B' Rating on Unsecured Notes Due 2031
OFFICE INTERIORS: Seeks to Hire Hirschler Fleischer PC as Counsel
OLD LC INC: Seeks to Hire TPS-West as Accountant
OLYMPIA ACQUISITION: Ares Capital Marks $10.2M Loan at 40% Off
OLYMPIA ACQUISITION: Ares Capital Marks $52.2M Loan at 40% Off
PACKERS HOLDINGS: Moody's Cuts CFR to Caa1 & First Lien Debt to B3
PEAR THERAPEUTICS: Seeks to Hire Foley Hoag as Bankruptcy Counsel
PEAR THERAPEUTICS: Seeks to Hire Gibbons PC as Local Counsel
PEAR THERAPEUTICS: Seeks to Hire WilmerHale as Corporate Counsel
PEAR THERAPEUTICS: Seeks to Tap Stretto as Administrative Advisor
PEAR THERAPEUTICS: Taps MTS as Financial Advisor/Investment Banker
PEAR THERAPEUTICS: Taps Sonoran Capital as Financial Advisor
PENDLETON WEST: Involuntary Chapter 11 Case Summary
PETE'S FINE MEATS: Seeks to Hire Kean Miller as Legal Counsel
PILL CLUB: Seeks to Hire Morrison & Foerster as Special Counsel
PILL CLUB: Seeks to Tap MTS Health Partners as Investment Banker
PLANT-BASED INVESTMENT: Financial Woes Prompt CCAA Filing
PLOURDE SAND: Seeks Access to $487,886 of Cash Collateral
PLURALSIGHT INC: Ares Capital Marks $200,000 Loan at 50% Off
PROFESSIONAL FIGHTERS: Ares Capital Marks $200,000 Loan at 50% Off
PROMEDICA HEALTH: Fitch Cuts IDR to BB-, On Watch Negative
RAINMAKER HEALTH: Unsecureds to Split $12K in Consensual Plan
RD HOLDCO: Ares Capital Marks $25.1M Loan at 54% Off
ROBBINS ENTERPRISES: Seeks to Hire Nordlund Associates as Broker
ROOF IT BETTER: Reaches Agreement with Sun Coast; Amends Plan
S&S SENIOR HOUSING: Taps Jones & Walden as Legal Counsel
SHO HOLDING: Ares Capital Marks $128.6M Loan at 45% Off
SHUTTRFLY LLC: In Talks With Creditors to Raise New Financing
SILVER STATE: Trustee Taps Timmons PC as Special FCC Counsel
SSE BUYER: Ares Capital Marks $22.5M Loan at 50% Off
STAGE LIGHTING: Case Summary & 20 Largest Unsecured Creditors
SUITED CONNECTOR: Blackrock Capital Marks $1.3M Loan at 21% Off
SUITED CONNECTOR: Blackrock Capital Marks $227,000 Loan at 21% Off
SUMMIT RESTAURANT: Hardee's Franchisee Enters Chapter 11 Bankruptcy
SVB FINANCIAL: Must Wait to Recover $2 Billion Deposits, Says FDIC
SVP-SINGER: Ares Capital Marks $44.3M Loan at 23% Off
SYCAMORE BUYER: Moody's Affirms 'Ba3' CFR & Alters Outlook to Neg.
SYNDIGO LLC: Blackrock Capital Marks $4.6M Loan at 21% Off
TALKING TADPOLES: Taps The Lane Law Firm as Bankruptcy Counsel
TEHUM CARE: Committee Taps Dundon Advisers as Financial Advisor
TEMPUR SEALY: Moody's Puts 'Ba1' CFR Under Review for Downgrade
TEXAS CORE: Seeks to Hire KD Capital Auctions as Auctioneer
TEXAS MADE SPORTS: Unsecured Claims Under $2K to Recover 50%
TIBCO SOFTWARE: Ares Capital Marks $85.3M Loan at 20% Off
TUESDAY MORNING: Creditors Want Shut Down of Stores Investigated
VECTO INC: Gets OK to Hire Gutnicki LLP as Bankruptcy Counsel
VECTO INC: Taps Law Offices of David Freydin as Corporate Counsel
VMR CONTRACTORS: Unsecureds to Get 80 Cents on Dollar in Plan
VOYAGER DIGITAL: To Liquidate After Binance Deal Ends
WBS CAPITAL: Seeks to Tap Tarter Krinsky & Drogin as Legal Counsel
[] U.S. Senators Investigate KPMG's Relation With 3 Failed Banks
[^] BOOK REVIEW: Bendix-Martin Marietta Takeover War
*********
10601 SW 67: Taps Law Office of Aubrey G. Rudd as Counsel
---------------------------------------------------------
10601 SW 67 CT, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ the Law Office of
Aubrey G. Rudd, Esq., as counsel.
The Debtor requires legal counsel to:
a. give advice with respect to the powers and duties of the
Debtor and the continued management of its business operations;
b. prepare legal documents;
d. protect the interest of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in the
preparation of a Chapter 11 plan.
The firm will be paid at these rates:
Attorneys $400 per hour
Paralegals $75 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The Debtor has agreed to pay the firm a legal fee deposit of $3,000
for attorney's fees, and $2,000 for filing fees and costs to begin
representation in a Chapter 11 proceedings. The Debtor has also
agreed to make additional deposit of $4,000 within 30 days from the
date of filing, and two additional payments of $4,000 each within
60 days from the first payment date.
Aubrey Rudd, Esq., a partner at the Law Office of Aubrey G. Rudd,
Esq., disclosed in a court filing that her firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Aubrey G. Rudd, Esq.
Law Office of Aubrey G. Rudd, Esq.
100 Edgewater Dr. # 312
Miami, FL 33133
Tel: (305) 310-3871
Email: aubreyruddlaw@gmail.com
About 10601 SW 67 CT
10601 SW 67th Ct, LLC, a company in Doral Fla., filed its voluntary
petition for Chapter 11 protection (Bankr. S.D. Fla. Case No.
23-13112) on April 21, 2023, with as much as $1 million to $10
million in both assets and liabilities. Soranyi Sosa, managing
member of 10601 SW 67th Ct, signed the petition.
The Law Office of Aubrey G. Rudd, Esq. serves as the Debtor's
bankruptcy counsel.
5 STAR POOL: Taps David Johnston as Bankruptcy Attorney
-------------------------------------------------------
5 Star Pool Plaster, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to employ David
Johnston, Esq., a practicing attorney in Modesto, Calif., to handle
its Chapter 11 case.
The bankruptcy attorney's services include:
(a) providing the Debtor with legal advice about various
bankruptcy options, including relief under Chapters 7 and 11, and
legal advice about non-bankruptcy alternatives for dealing with
claims against it;
(b) giving the Debtor legal advice about its rights, powers and
obligations in the Chapter 11 case and in the management of the
estate;
(c) taking necessary action to enforce the automatic stay and to
oppose motions for relief from the automatic stay;
(d) taking necessary action to recover and avoid any
preferential or fraudulent transfers and to exercise the Debtor
strong-arm powers;
(e) appearing with the Debtor's designated representative, Luz
Munoz, at the meeting of creditors, initial interview with the U.S.
Trustee, status conference, and other hearings held before the
court;
(f) reviewing and if necessary, objecting to proofs of claim;
and
(g) preparing a plan of reorganization and a disclosure
statement and taking all steps necessary to bring the plan to
confirmation, if possible.
Mr. Johnston will be paid at the rate of $400 per hour and will be
reimbursed for out-of-pocket expenses incurred. The attorney
received a retainer of $5,000.
In court papers, Mr. Johnston disclosed that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Johnston holds office at:
David C. Johnston, Esq.
Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Fax: (209) 900-9199
Email: david@johnstonbusinesslaw.com
About 5 Star Pool Plaster
5 Star Pool Plaster, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Calif. Case No. 23-40388) on April 5, 2023, with as
much as $1 million in both assets and liabilities. Judge William J.
Lafferty oversees the case.
The Debtor is represented by David C. Johnston, Esq.
724 GROVERS ROAD: Seeks to Hire Barton Brimm as Bankruptcy Counsel
------------------------------------------------------------------
724 Grovers Road, LLC seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to employ Barton Brimm, PA to
handle its Chapter 11 case.
The Debtor desires to hire the firm to effectuate a reorganization,
propose a plan of reorganization, and effectively move forward in
its bankruptcy proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Christine E. Brimm, Esq. $400
Connie L. Fraser, Paralegal $150
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
Christine Brimm, Esq., an attorney at Barton Brimm, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Christine E. Brimm, Esq.
Barton Brimm, PA
1500 Highway 17 Business North, Suite 214
Surfside Beach, SC
Telephone: (803) 256-6582
Facsimile: (803) 779-0267
About 724 Grovers Road
724 Grovers Road, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 23-01288) on May 1,
2023. In the petition signed by Michael Redo, manager, the Debtor
disclosed as much as $1 million in both assets and liabilities.
Judge Helen E. Burris oversees the case.
Christine E. Brimm, Esq., at Barton Brimm, PA represents the Debtor
as counsel.
856 GREENE: Case Summary & Seven Unsecured Creditors
----------------------------------------------------
Debtor: 856 Greene Avenue Properties LLC
309 Rutledge Street, Suite 2A
Brooklyn, NY 11211
Business Description: The Debtor is the owner of real property
located at 856 Greene Avenue, Brooklyn, New
York.
Chapter 11 Petition Date: May 10, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-41636
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Dawn Kirby, Esq.
KIRBY AISNER & CURLEY LLP
700 Post Road
Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: dkirby@kacllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nathan Wagschal as manager.
A copy of the Debtor's list of seven unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7LY7OQY/856_Greene_Avenue_Properties_LLC__nyebke-23-41636__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7MYSG2I/856_Greene_Avenue_Properties_LLC__nyebke-23-41636__0001.0.pdf?mcid=tGE4TAMA
ADG LLC: Ares Capital Marks $12.6M Loan at 17% Off
--------------------------------------------------
Ares Capital Corporation has marked its $12.6 million loan extended
to ADG, LLC and RC IV GEDC Investor LLC to market at $10.5 million
or 83% of the outstanding amount, as of March 31, 2023, according
to a disclosure contained in Ares Capital's Form 10-Q for the
quarterly period ended March 31, 2023, filed with the Securities
and Exchange Commission.
Ares Capital is a participant in a First lien senior secured
revolving loan to ADG, LLC and RC IV GEDC Investor LLC. The loan
accrues interest at a rate of 12.25% (0.51% Payment in Kind) (Base
Rate (M) + 4.25%) per annum. The loan matures in September 2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
ADG, LLC and RC IV GEDC Investor LLC are a dental services
provider.
ADG LLC: Ares Capital Marks $131.7M Loan at 60% Off
---------------------------------------------------
Ares Capital Corporation has marked its $131.7 million loan
extended to ADG, LLC and RC IV GEDC Investor LLC to market at $52.7
million or 40% of the outstanding amount, as of March 31, 2023,
according to a disclosure contained in Ares Capital's Form 10-Q for
the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in a Second lien senior secured loan
to ADG, LLC and RC IV GEDC Investor LLC. The loan matures in March
2024. The loan was on non-accrual status as of March 31, 2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
ADG, LLC and RC IV GEDC Investor LLC are a dental services
provider.
ADG LLC: Ares Capital Marks $7.9M Loan at 18% Off
-------------------------------------------------
Ares Capital Corporation has marked its $7.9 million loan extended
to ADG, LLC and RC IV GEDC Investor LLC to market at $6.5 million
or 82% of the outstanding amount, as of March 31, 2023, according
to a disclosure contained in Ares Capital's Form 10-Q for the
quarterly period ended March 31, 2023, filed with the Securities
and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to ADG, LLC and RC IV GEDC Investor LLC. The loan accrues interest
at a rate of 12.25% (0.51% Payment in Kind) (Base Rate (Q) + 4.25%)
per annum. The loan matures in September 2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
ADG, LLC and RC IV GEDC Investor LLC are a dental services
provider.
AEARO TECHNOLOGIES.: Mediation Away from Bankruptcy Court Ordered
-----------------------------------------------------------------
Jef Feeley and Bloomberg News of Bloomberg News reports that
lawyers suing 3M Co. over claims that faulty earplugs deafened US
soldiers say the company's bid to resolve the cases as part of a
unit’s bankruptcy has hit a roadblock and plan to shift their
settlement efforts back to the regular court system.
Attorneys for 230,000 current and former service-members last month
warned a bankruptcy judge in Indiana that settlement talks have
reached "an unbreakable impasse" despite three months of meetings
with mediators, according to court filings. They urged a federal
judge in Florida to restart discussions aimed at reaching an
out-of-court settlement.
US District Judge Casey Rodgers in Pensacola, Florida granted that
request earlier in May 2023, saying the earplug cases "present
difficult issues and considerable risk for both sides, which
warrant renewed exploration of a mutually agreeable resolution."
She’s been presiding over a consolidation of the earplug cases in
a multi-district litigation, or MDL, for more than three years.
"It has become glaringly apparent the talks in bankruptcy court are
going nowhere and we can't reach a settlement that will garner the
necessary votes to be approved as part of a Chapter 11 plan," Mikal
Watts, one of the lawyers representing earplug victims and involved
in negotiations, said in an interview. "The bankruptcy gambit is
dead, in our view."
3M, based in St. Paul, Minnesota argues that settling the case in
bankruptcy instead of through the case before Rodgers is quicker
and will provide more for victims. The company said no official
impasse has been declared in the bankruptcy talks.
The company put its Aearo Technologies' unit into Chapter 11 last
year in order to resolve the lawsuits. "The well-established
Chapter 11 process is intended to reduce the cost and time that
could otherwise be required for all parties to litigate thousands
of cases," the company said in an emailed statement.
Long Talks
Since December 2022, 3M has been negotiating with lawyers for the
soldiers as part of its Aearo bankruptcy case, filed in
Indianapolis. 3M put Aearo into Chapter 11 in hopes of resolving
the suits — which analysts estimate could cost the company more
than $7 billion — in one place at one time, instead of facing
trials around the country in different courts. US Bankruptcy Judge
Jeffrey Graham ordered both sides to meet with mediators after
Rodgers ended a round of settlement talks in her court.
In their most recent report to Graham, mediators Chris Sontchi and
Randi Ellis noted the bankruptcy settlement talks continue, just
without the leaders of the MDL case before Rodgers. That group "has
not participated in the Chapter 11 Mediation since April 8, 2023,"
the pair said.
Rodgers' willingness to restart the MDL settlement talks comes the
same week a US appeals court heard oral argument in 3M's appeals of
four verdicts for veterans in so-called test trials. A decision in
that case is expected later this 2023.
More than a dozen juries have found veterans' hearing loss was tied
to defective earplugs and ordered the company to pay more than $300
million in damages. 3M also has won six defense verdicts in test
trials.
Companies such as 3M and Johnson & Johnson have been wrestling with
plaintiffs’ lawyers recently over how best to resolve mass-tort
cases involving thousands of plaintiffs. The firms worry about
runaway jury verdicts and hundreds millions in defense costs if
they are handled through state and federal courts. They say
bankruptcy court offers the most efficient venue to resolve the
claims.
Lawyers for earplug victims argue Aearo's Chapter 11 filing amounts
to nothing more than an improper litigation tactic and should be
thrown out. They note Rodgers has overseen settlements in other
mass-tort cases and is more likely to foster a global resolution.
"Every settlement negotiation reaches a tipping point where the
parties conclude either they can achieve a meeting of the minds on
the material points or they cannot," attorneys for earplug
plaintiffs said in a bankruptcy court filing. "That point has been
reached."
The bankruptcy case is Aearo Technologies LLC, 22-02890, US
Bankruptcy Court for the Southern District of Indiana
(Indianapolis). The MDL case is In Re 3M Combat Arms Earplugs
Liability Litigation, 19-md-2885, US District Court for the
Northern District of Florida (Pensacola).
About Aearo Technologies
Aearo Technologies -- https://earglobal.com/en -- is a 3M company
that designs, manufactures, and sells personal protection
equipment. The Company offers prescription and non-prescription
safety eye wear, face shields, hard hats, and respirators. Aearo
serves customers worldwide.
To address claims related to the Combat Arms Earplugs Version 2,
Aearo Technologies LLC and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case
No. 22-02890) on July 26, 2022. In the petition filed by John R.
Castellano, as authorized signatory, Aearo Technologies estimated
assets and liabilities between $1 billion and $10 billion each.
3M is not a debtor in the Chapter 11 cases. 3M has committed $1
billion to fund a trust allocated for Combat Arms claims.
Kirkland & Ellis LLP is serving as legal counsel and AlixPartners
LLP is serving as restructuring advisor to Aearo Technologies. Ice
Miller LLP, is serving as bankruptcy co-counsel to the Debtors.
Kroll is the claims agent.
PJT Partners is serving as financial advisor and White & Case LLP
is serving as legal counsel to 3M.
AEMETIS INC: Incurs $26.4 Million Net Loss in First Quarter
-----------------------------------------------------------
Aemetis, Inc. has filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $26.41
million on $2.15 million of revenues for the three months ended
March 31, 2023, compared to a net loss of $18.29 million on $52.05
million of revenues for the three months ended March 31, 2022.
As of March 31, 2023, the Company had $210.38 million in total
assets, $103.63 million in total current liabilities, $329.17
million in total long-term liabilities, and a total stockholders'
deficit of $222.42 million.
Aemetis said, "We operate in a volatile market in which we have
limited control over the major components of input costs and
product revenues and are making investments in future facilities
and facility upgrades that improve the overall margin while
lessening the impact of these volatile markets. As such, we expect
cash provided by operating activities to fluctuate in future
periods primarily because of changes in the prices for corn,
ethanol, WDG, DCO, CDS, biodiesel, waste fats and oils, glycerin,
non-refined palm oil and natural gas. To the extent that we
experience periods in which the spread between ethanol prices, and
corn and energy costs narrow or the spread between biodiesel prices
and waste fats and oils or palm oil and energy costs narrow, we may
require additional working capital to fund operations.
"As a result of negative capital, negative market conditions,
negative operating results, and collateralization of substantially
all of the company assets, the Company has been reliant on its
senior secured lender to provide additional funding and has been
required to remit substantially all excess cash from operations to
the senior secured lender. In order to meet its obligations during
the next twelve months, the Company will need to either refinance
the Company's debt or receive the continued cooperation of its
senior lender. This dependence on the senior lender raises
substantial doubt about the Company's ability to continue as a
going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/738214/000143774923012847/amtx20230331_10q.htm
About Aemetis
Headquartered in Cupertino, California, Aemetis, Inc. --
http://www.aemetis.com-- is an international renewable natural
gas, renewable fuels and byproducts company focused on the
acquisition, development and commercialization of innovative
technologies that replace traditional petroleum-based products.
The Company operates in two reportable geographic segments: "North
America" and "India."
Aemetis reported a net loss of $107.76 million for the year ended
Dec. 31, 2022, compared to a net loss of $47.15 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$207.11 million in total assets, $88.28 million in total current
liabilities, $320.68 million in total long-term liabilities, and a
total stockholders' deficit of $201.85 million.
AGS PRO INC: Taps Danning Gill Israel & Krasnoff as Legal Counsel
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AGS Pro, Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Danning Gill Israel &
Krasnoff, LLP as bankruptcy counsel.
The Debtor requires legal counsel to:
(a) prepare first day motions to allow the Debtor to operate in
a Chapter 11;
(b) assist the Debtor in the preparation of schedules of assets
and liabilities, statement of financial affairs, and other required
documents;
(c) advise the Debtor with respect to Chapter 11 case
requirements, including the preparation of monthly operating
reports and payment of fees to the Office of the U.S. Trustee, and
help the Debtor stay in compliance with the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, and
the Guidelines of the U.S. Trustee;
(d) appear with and represent the Debtor at its initial
interview;
(e) appear with and represent the Debtor at the meeting of
creditors;
(f) represent the Debtor in contested matters, adversary
proceedings, and any other hearings before the court;
(g) assist the Debtor in post-petition borrowing, if
appropriate, and motions concerning the same;
(h) assist the Debtor in preparing motions and other pleadings
concerning the use of cash collateral;
(i) review and, if appropriate, pursue avoidable transfers and
other claims that the estate may have against third parties;
(j) analyze and review the validity of claims of creditors and,
if appropriate, object to those claims;
(k) analyze the validity of all administrative expenses and, if
appropriate, object to those expenses;
(l) assist the Debtor with the settlement and compromise of
claims by or against the estate, or pertaining to matters relating
to the Debtor's Chapter 11 case;
(m) assess prospects for a sale of the Debtor's assets pursuant
to Section 363, if appropriate;
(n) assess prospects for reorganization of the Debtor's
financial affairs under Chapter 11 of the Code and, if appropriate,
assist the Debtor in the prompt formulation, proposal, confirmation
and implementation of a Chapter 11 plan; and
(o) perform other general legal services relating to the
Debtor's administration of the estate.
The firm will be paid at these rates:
Richard K. Diamond $825 per hour
Eric P. Israel $825 per hour
Brad D. Krasnoff $825 per hour
George E. Schulman $725 per hour
Uzzi O. Raanan $750 per hour
John N. Tedford, IV $750 per hour
Zev Shechtman $675 per hour
Aaron E. de Leest $695 per hour
Michael G. D'Alba $655 per hour
Alphamorlai L. Kebeh $395 per hour
Danielle R. Gabai $375 per hour
Law Clerks $295 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The Debtor paid the firm a retainer of $150,000 to commence
services, plus the filing fee of $1,738.
Eric Israel, Esq., a partner at Danning Gill Israel & Krasnoff,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Eric P. Israel, Esq.
Aaron E. De Leest, Esq.
Danning Gill Israel & Krasnoff, LLP
1901 Avenue of the Stars, Suite 450
Los Angeles, CA 90067-6006
Tel: (310) 277-0077
Fax: (310) 277-5735
Email: eisrael@DanningGill.com
adeleest@DanningGill.com
About AGS Pro
AGS Pro, Inc. provides security services throughout the United
States and internationally with strategic alliance partnerships.
Its services include commercial security, estate security and
special events. The Debtor's headquarters is located at 6133
Bristol Parkway, Suites 175 and 280, Culver City, Calif.
AGS Pro sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C. D. Calif. Case No. 23-12236) on April 13, 2023. In
the petition signed by its chief executive officer, Lee Andrews,
the Debtor disclosed $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Judge Deborah J. Saltzman oversees the case.
Aaron E. de Leest, Esq., at Danning, Gill, Israel & Krasnoff, LLP,
is the Debtor's legal counsel.
ALPINE ACQUISITION: Blackrock Capital Marks Loan at 33% Off
-----------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $67,004
loan extended to Alpine Acquisition Corp II (48Forty) to market at
$44,558 or 67% of the outstanding amount, as of March 31, 2023,
according to a disclosure contained in Blackrock Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in a First lien Revolver loan to
Alpine Acquisition Corp II (48Forty). The loan accrues interest at
a rate of 12.5% (PRIME + 4.25%, 1% Floor) per annum. The loan
matures on November 30, 2026.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Alpine Acquisition Corporation operates as a blank check company.
The Company aims to acquire one and more businesses and assets, via
a merger, capital stock exchange, asset acquisition, stock
purchase, and reorganization.
API COMMERCIAL: Ares Capital Marks $7.2M Loan at 50% Off
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Ares Capital Corporation has marked its $7.2 million loan extended
to API Commercial Inc., API Military Inc., and API Space
Intermediate, Inc. to market at $3.6 million or 50% of the
outstanding amount, as of March 31, 2023, according to a disclosure
contained in Ares Capital's Form 10-Q for the quarterly period
ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to API Commercial Inc., API Military Inc., and API Space
Intermediate, Inc. The loan matures in August 2025.
Ares Capital classified the Loan as non-accrual as of March 31,
2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
API Commercial Inc., API Military Inc., and API Space Intermediate,
Inc. are a provider of military aircraft aftermarket parts and
distribution, repair and logistics services.
ARCONIC CORP: Moody's Puts Ba3 CFR on Review for Downgrade
----------------------------------------------------------
Moody's Investors Service placed Arconic Corporation's Ba3
corporate family rating and Ba3-PD probability of default rating
under review for downgrade. The review follows the announcement by
the company that it has entered into a definitive agreement to be
acquired by funds managed by Apollo Global Management, Inc. in
combination with a minority investment from funds managed by
affiliates of Irenic Capital Management for an enterprise value of
about $5.2 billion including Arconic's debt. At the same time,
Moody's affirmed the Ba1 rating of Arconic's first-lien senior
secured notes and Ba3 rating of its second-lien senior secured
notes on expectations that the existing debt will be repaid after
the close of the transaction. Moody's will withdraw the ratings on
the existing debt once the notes are redeemed. The SGL-1
speculative grade liquidity rating remains unchanged.
Arconic's board approved the transaction but it is still subject to
shareholder and regulatory approvals and is expected to close in
the second half of 2023. Upon the completion of the deal, which is
expected to trigger the "Change of Control" provision under the
company's indentures, Arconic will become a privately held company.
The $5.2 billion transaction will be funded with $2.3 billion of
equity contribution and debt financing in the form of $725 million
of senior unsecured notes committed to by Apollo and Irenic. The
rest, per the merger agreement, will be funded by the committed
debt package from certain financial institutions, consisting of a
senior secured bridge facility and senior secured term facility of
up to $3.1 billion in aggregate.
"The review for downgrade reflects an anticipated material increase
in Arconic's leverage and change in ownership that could lead to a
different financial policy and a more aggressive pursuit of
strategic goals given the additional debt in the proposed capital
structure and Apollo's commitment to investing significant capital
in the company," said Botir Sharipov, Vice President – Senior
Credit Officer at Moody's Investors Service.
On Review for Downgrade:
Issuer: Arconic Corporation
Probability of Default Rating, Placed on Review for Downgrade,
currently Ba3-PD
Corporate Family Rating, Placed on Review for Downgrade, currently
Ba3
Affirmations:
Issuer: Arconic Corporation
Senior Secured 1st Lien Global Notes, Affirmed Ba1
Senior Secured 2nd Lien Global Notes, Affirmed Ba3
Outlook Actions:
Issuer: Arconic Corporation
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
The placement of Arconic's CFR under review for downgrade reflects
the expected increase in debt and weaker credit metrics following
the closing of the LBO. At this point, the final capital structure
is uncertain. However, based on the transaction value, $2.3 billion
equity contribution (nearly 44% of the $5.2 billion transaction
value) and the new debt commitments, Moody's estimate that
Moody's-adjusted debt could exceed $3.4 billion post the LBO,
significantly higher than $2.3 billion as of December 31, 2022.
Leverage, measured as Moody's-adjusted debt/EBITDA, would increase
to above 4x, pro forma for the acquisition, from 3.1x at the end of
December 2022, while interest coverage and (CFO-Dividends)/Debt
will decline given higher debt and interest expense. The review
will focus on credit metrics and strategic priorities following the
transaction as well as the financial policy and governance.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade or downgrade of the ratings
will be updated once the review is completed. Instrument ratings
could change depending on the final capital structure of the
transaction.
Headquartered in Pittsburgh, PA, Arconic Corporation is a
downstream aluminum producer active in a number of diverse end
markets including ground transportation, aerospace, industrial,
packaging and building & construction. Revenues for the fiscal year
ended December 31, 2022 were about $9 billion.
The principal methodology used in these ratings was Steel published
in November 2021.
ASIA PACIFIC FINANCIAL: Taps Civille & Tang as Local Counsel
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Asia Pacific Financial Management Group, Inc. received interim
approval from the U.S. Bankruptcy Court for the District of Guam to
employ Civille & Tang, PLLC as local counsel.
The firm's services include:
(a) advising the Debtor regarding the requirements of the court,
Bankruptcy Code, Bankruptcy Rules, BKLR, and the Office of the U.S.
Trustee, as they pertain to the Debtor;
(b) advising the Debtor regarding certain rights and remedies of
the bankruptcy estate and the rights, claims and interests of
creditors;
(c) representing the Debtor in any proceeding or hearing in the
court involving the estate, unless the Debtor is represented in
such proceeding or hearing by special counsel;
(d) conducting examinations of witnesses, claimants or adverse
parties, and representing the Debtor in any adversary proceeding
(except to the extent that any such adversary proceeding is in an
area outside of Civille & Tang's expertise);
(e) reviewing and analyzing various claims of the Debtor's
creditors and treatment of such claims, and preparing, filing, or
prosecuting any objections thereto or initiating appropriate
proceedings regarding leases or contracts to be rejected or
assumed;
(f) assisting in the preparation of legal papers, bankruptcy
schedules and statements;
(g) assisting in the negotiation, formulation, preparation, and
confirmation of a plan of reorganization and the preparation and
approval of a disclosure statement in connection with the plan of
reorganization, or a sale of the Debtor's assets, should that be
appropriate; and
(h) other necessary legal services.
The hourly rates of the firm's attorneys are as follows:
Joyce Tang $350
Sirena Cassidy $300
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Civille & Tang holds a retainer in the amount of $6,804.57.
As disclosed in court filings, Civille & Tang is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Joyce C.H. Tang, Esq.
Civille & Tang, PLLC
330 Hernan Cortez Avenue, Suite 200
Hagatna, Guam 96910
Tel: (671) 472-8869/69
Email: jtang@civilletang.com
About Asia Pacific Financial
Management Group
Asia Pacific Financial Management Group, Inc. provides professional
advice based on proven financial principles to help clients plan
for retirement years, for college expenses and for other
specialized savings and investment goals. The company is based in
Hagatna, Guam.
Asia Pacific Financial Management Group filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Guam
Case No. 23-00005) on April 25, 2023, with $1 million to $10
million in both assets and liabilities. Kathlyn Selleck has been
appointed as Subchapter V trustee.
Judge Frances M. Tydingco-Gatewood oversees the case.
Dentons Bingham Greenebaum, LLP and Civille & Tang, PLLC serve as
the Debtor's bankruptcy counsel and local counsel, respectively.
ASIA PACIFIC FINANCIAL: Taps Dentons Bingham Greenebaum as Counsel
------------------------------------------------------------------
Asia Pacific Financial Management Group, Inc. received interim
approval from the U.S. Bankruptcy Court for the District of Guam to
employ Dentons Bingham Greenebaum, LLP as bankruptcy counsel.
The firm's services include:
(a) advising the Debtor regarding the requirements of the
District Court of the Territory of Guam's Bankruptcy Division,
Bankruptcy Code, Bankruptcy Rules, Local Rules, and the Office of
the U.S. Trustee, as they pertain to the Debtor;
(b) advising the Debtor regarding the rights and remedies of the
bankruptcy estate and rights, claims, and interests of creditors,
and bringing such claims as the Debtor, in its business judgment,
chooses to pursue;
(c) representing the Debtor in any proceeding or hearing in the
court involving the estate, unless the Debtor is represented in
such proceeding or hearing by special counsel;
(d) conducting examinations of witnesses, claimants or adverse
parties, and representing the Debtor in any adversary proceeding
(except to the extent that any such adversary proceeding is in an
area outside of Dentons' expertise);
(e) reviewing and analyzing various claims of the Debtor's
creditors and treatment of such claims, and preparing, filing, or
prosecuting any objections thereto or initiating appropriate
proceedings regarding leases or contracts to be rejected or
assumed;
(f) assisting in the preparation of legal papers, bankruptcy
schedules and statements;
(g) assisting in the negotiation, formulation, preparation, and
confirmation of a plan of reorganization or a sale of the Debtor's
assets, should that be appropriate; and
(h) other services that may be appropriate in Dentons'
representation of the Debtor in its Chapter 11 case.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Andrew Helman Office Managing Partner $590
Gina Young Managing Associate $400
Kyle Smith Managing Associate $365
Samantha Hayes Paralegal $215
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Andrew Helman, Esq., a partner at Dentons, 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:
Andrew C. Helman, Esq.
Dentons Bingham Greenebaum, LLP
254 Commercial Street, Suite 245
Portland, ME 04101
Tel: (207) 619-0919
Email: andrew.helman@dentons.com
About Asia Pacific Financial
Management Group
Asia Pacific Financial Management Group, Inc. provides professional
advice based on proven financial principles to help clients plan
for retirement years, for college expenses and for other
specialized savings and investment goals. The company is based in
Hagatna, Guam.
Asia Pacific Financial Management Group filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Guam
Case No. 23-00005) on April 25, 2023, with $1 million to $10
million in both assets and liabilities. Kathlyn Selleck has been
appointed as Subchapter V trustee.
Judge Frances M. Tydingco-Gatewood oversees the case.
Dentons Bingham Greenebaum, LLP and Civille & Tang, PLLC serve as
the Debtor's bankruptcy counsel and local counsel, respectively.
ASTRA ACQUISITION: Blackrock Capital Marks $7.1M Loan at 26% Off
----------------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $7,164,842
loan extended to Astra Acquisition Corp. (Anthology) to market at
$5,226,159 or 74% of the outstanding amount, as of March 31, 2023,
according to a disclosure contained in Blackrock Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in a Second lien Term loan to
Astra Acquisition Corp. (Anthology). The loan accrues interest at a
rate of 13.72% (LIBOR (M) + 8.88%, 0.75% floor) per annum. The loan
matures on October 25, 2029.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Astra Acquisition Corp. is a provider of cloud-based software
solutions for higher educational institutions.
ATHEN'S INC: Seeks to Hire Carlyon Cica as Bankruptcy Counsel
-------------------------------------------------------------
Athen's Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Nevada to employ Carlyon Cica Chtd. to handle its
Chapter 11 case.
Candace Carlyon, Esq., the primary attorney in this representation,
will be paid at her hourly rate of $750, plus expenses.
The firm received a pre-bankruptcy retainer in the amount of
$15,000 from the Debtor.
Ms. Carlyon disclosed in a court filing that her firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Candace C. Carlyon, Esq.
Carlyon Cica Chtd.
265 E. Warm Springs Road, Suite 107
Las Vegas, NV 89119
Telephone: (702) 685-4444
Email: ccarlyon@carlyoncica.com
About Athen's Inc.
Athen's Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 23-11659) on April 27,
2023. In the petition signed by Anthony Dobbs, president, the
Debtor disclosed $793,698 in total assets and $2,890,982 in total
liabilities.
Judge Natalie M. Cox oversees the case.
The Debtor tapped Candace C. Carlyon, Esq., at Carlyon Cica Chtd.
as counsel and Symphony Business Services LLC as accountant.
ATHEN'S INC: Seeks to Tap Symphony Business Services as Accountant
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Athen's Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Nevada to employ Symphony Business Services, LLC as
accountant.
The firm will render these services:
(a) prepare the Debtor's 2022 tax returns;
(b) assist with financial matters relative to the Debtor's
reorganization efforts; and
(c) provide bookkeeping services to the Debtor for the
duration of this bankruptcy case.
Symphony performs general bookkeeping services for the Debtor at a
monthly flat rate of $250. In addition, Symphony will prepare the
Debtor's 2022 tax filings for a flat fee of $1,750. Finally, the
firm will perform services in connection with ERC for a flat fee of
20 percent of ERC funds determined by the IRS, even if those funds
are applied to past due payroll taxes owed by Debtor.
Tracy Janssen, a member of Symphony Business Services, disclosed in
a court filing that her firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Tracy Janssen
Symphony Business Services LLC
2580 N. Buffalo Dr., Ste. 100
Las Vegas, NV 89128
Telephone: (702) 655-5535
Facsimile: (702) 446-6023
Email: tracy@symphonylv.com
About Athen's Inc.
Athen's Inc. filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 23-11659) on Apr. 27,
2023. In the petition signed by Anthony Dobbs, president, the
Debtor disclosed $793,698 in total assets and $2,890,982 in total
liabilities.
Judge Natalie M. Cox oversees the case.
The Debtor tapped Candace C. Carlyon, Esq., at Carlyon Cica Chtd.
as counsel and Symphony Business Services LLC as accountant.
ATLAS HEAVY: Seeks to Hire Kruggel Lawton CPAs as Accountant
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Atlas Heavy Engine Co., doing business as Worldwide Diesel, seeks
approval from the U.S. Bankruptcy Court for the Western District of
Michigan to employ Kruggel Lawton CPAs as accountant.
The firm will render these services:
(a) file the Debtor's federal and state corporate income tax
returns when necessary;
(b) prepare financial projections;
(c) provide financial consulting, advice, research, planning
and analysis services regarding tax compliance and tax consulting
services; and
(d) prepare operating reports, quarterly reports, and
financial documents.
The hourly rates of the firm's professionals are as follows:
Adam Schwelnus $285
Other Staff $140 - $155
The firm received a retainer of $7,500 from the Debtor for
accounting services needed in preparation of the Chapter 11
bankruptcy filing.
Adam Schwelnus, CPA, a partner at Kruggel Lawton CPAs, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Adam C. Schwelnus, CPA
Kruggel Lawton CPAs
210 S. Michigan Street, Suite 200
South Bend, IN 46601
Telephone: (574) 289-4011
Facsimile: (574) 289-4087
Email: aschwelnus@klcpas.com
About Atlas Heavy Engine Co.
Atlas Heavy Engine Co. provides diesel engines and diesel engine
parts. The company is based in Niles, Mich.
Atlas Heavy Engine sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-00530) on March 14,
2023, with $1,107,418 in assets and $4,253,558 in liabilities.
Richard J. Campbell, president and member of Atlas Heavy Engine,
signed the petition.
Judge Scott W. Dales oversees the case.
The Debtor tapped Steven M. Bylenga, Esq., at CBH Attorneys &
Counselors, PLLC as legal counsel and Adam C. Schwelnus, CPA, at
Kruggel Lawton CPAs as accountant.
ATLAS INTERMEDIATE: S&P Withdraws 'B' Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings withdrew its 'B' issuer credit rating on Atlas
Intermediate Holdings LLC at the issuer's request following its
acquisition by GI Partners on April 19, 2023. At the time of the
withdrawal, S&P's outlook on the company was stable.
ATRIX TRUCKING: Seeks to Hire Buddy D. Ford as Legal Counsel
------------------------------------------------------------
Atrix Trucking Corp. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to employ Buddy D. Ford, P.A. as
counsel.
The Debtor requires legal counsel to:
a. give advice regarding the powers and duties of the Debtor in
the continued operation of the business and management of the
property of the estate;
b. prepare schedules of assets and liabilities, statement of
affairs, and other documents required by the court;
c. represent the Debtor at the Section 341 creditors' meeting;
d. advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
e. prepare legal papers and appear at hearings;
f. protect the interest of the Debtor in all matters pending
before the court;
g. represent the Debtor in negotiation with its creditors in the
preparation of a Chapter 11 plan; and
h. perform all other legal services for the Debtor.
The firm will be paid at these rates:
Attorneys $450 per hour
Senior Associate Attorneys $400 per hour
Junior Associate Attorneys $350 per hour
Senior paralegal $150 per hour
Junior paralegal $100 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The Debtor paid the firm a retainer of $25,000.
As disclosed in court filings, Buddy D. Ford is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Email: Buddy@tampaesq.com
Jonathan@tampaesq.com
Heather@tampaesq.com
About Atrix Trucking Corp.
Atrix Trucking Corp., a company in Maitland, Fla., filed its
voluntary petition for Chapter 11 protection (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 Trucking, signed the petition.
Judge Grace E. Robson oversees the case.
Buddy D. Ford, P.A. serves as the Debtor's legal counsel.
AUTOVOCITY TRANSPORT: Unsecureds Will Get 23% of Claims in Plan
---------------------------------------------------------------
AutoVocity Transport, LLC, filed with the U.S. Bankruptcy Court for
the Southern District of Texas a First Amended Plan of
Reorganization dated May 8, 2023.
AutoVocity Transport was formed in 2018. The Debtor is a broker
that arranges and manages the shipping of cars, motorcycles, or
SUVs.
The Debtor is a limited liability company owned 100% by Rafael
Dominguez. Rafael Dominguez is sole managing member and is
responsible for all management and operations of Debtor. After
confirmation of this Plan, Rafael Dominguez will remain the sole
managing member of AutoVocity Transport, LLC.
Through its partnerships with various truck drivers and
transportation providers, AutoVocity arranges and manages the
delivery of the vehicle. AutoVocity was forced to file bankruptcy
due to its inability to make the requisite daily payments of
several high-interest loans and the aggressive collection efforts
of merchant cash advance companies.
The Debtor filed this case on December 22, 2022, to seek protection
from aggressive collection efforts by creditors that, if continued,
would be to the detriment of other creditors. Debtor proposes to
pay allowed unsecured claims based on the projections and cash
available. Debtor anticipates having enough revenue to fund the
plan and pay the creditors pursuant to the Plan.
Debtor's Plan of Reorganization provides for the continued
operations of the Debtor in order to make payments to its creditors
as set forth in this Plan. Debtor seeks to confirm a consensual
plan or reorganization so that all payments to creditors required
under the Plan will be made directly by the Debtor to its
creditors.
Class 5 consists of General Unsecured Claims. These claims are
impaired. All allowed unsecured creditors shall receive a pro rata
distribution at zero percent per annum over the next five years
beginning on the 15th day of the first full calendar month
following 30 days after the effective date of the plan and
continuing every year thereafter for the life of the Plan. Debtor
will distribute up to $270,584.73 to the general allowed unsecured
creditor pool over the 5-year term of the plan. The General
Unsecured Claims will receive 23% of their allowed claims under
this plan. The allowed unsecured claims total $1,176,455.32.
Class 6 consists of Equity Interest Holders (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
6 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 First Amended Plan dated May 8, 2023 is
available at https://bit.ly/41pMisV from PacerMonitor.com at no
charge.
About AutoVocity Transport
AutoVocity Transport, LLC is a car and motorcycle shipping agent in
Houston.
AutoVocity Transport filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
22-33814) on Dec. 22, 2022, with $125,188 in assets and $1,029,408
in liabilities. Rafael Dominguez, owner of AutoVocity Transport,
signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
Robert Chamless Lane, Esq., at The Lane Law Firm represents the
Debtor as counsel.
AVENTIV TECHNOLOGIES: Ares Capital Marks $9.1M Loan at 29% Off
--------------------------------------------------------------
Ares Capital Corporation has marked its $9.1 million loan extended
to Aventiv Technologies, LLC and Securus Technologies Holdings, Inc
to market at $6.5 million or 71% of the outstanding amount, as of
March 31, 2023, according to a disclosure contained in Ares
Capital's Form 10-Q for the quarterly period ended March 31, 2023,
filed with the Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to Aventiv Technologies, LLC and Securus Technologies Holdings,
Inc. The loan accrues interest at a rate of 9.66% (LIBOR (Q) +
4.50%) per annum. The loan matures in November 2024.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Carrollton, Texas-based Aventiv Technologies LLC is a diversified
technology company that provides innovative solutions to customers
in the corrections and government services sectors. Aventiv is the
parent company to Securus Technologies and AllPaid, leading
providers of innovative products and services.
AVETTA LLC: Ares Capital Marks $200,000 Loan at 50% Off
-------------------------------------------------------
Ares Capital Corporation has marked its $200,000 loan extended to
Avetta, LLC to market at $100,000 or 50% of the outstanding amount,
as of March 31, 2023, according to a disclosure contained in Ares
Capital's Form 10-Q for the quarterly period ended March 31, 2023,
recently filed with the Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to Avetta, LLC. The loan accrues interest at a rate of 10.58%
(LIBOR (Q) + 5.75%) per annum. The loan matures in April 2024.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Avetta provides a cloud-based supply chain risk management and
commercial marketplace platform.
B GSE GROUP: Taps Rory Whelehan as Chief Restructuring Officer
--------------------------------------------------------------
B GSE Group, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of North Carolina to employ Rory Whelehan,
Esq., an attorney at the Whelehan Law Firm, LLC, as its chief
restructuring officer (CRO).
As CRO, Mr. Whelehan will exercise sole, autonomous decision-making
authority over the Debtor, the prosecution or settlement of causes
of action until closure of the Chapter 11 case.
Mr. Whelehan will be paid at his hourly rate of $350, plus
expenses.
Mr. Whelehan disclosed in a court filing that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Rory D. Whelehan, Esq.
Whelehan Law Firm, LLC
200 North Main Street, Suite 301-D
Greenville, SC 29601
Telephone: (864) 908-3917
Email: rwhelehan@whelehanlaw.com
About B GSE Group
B GSE Group LLC, doing business as Bullerdick GSE LLC, delivers
turnkey system solutions to Military and Commercial airport
terminals, ramps, and hangars around the globe -- cutting capital
maintenance costs, saving time, and reducing fuel consumption.
B GSE Group LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
23-30013) on Jan. 6, 2023. In the petition filed by Mark Allen,
manager, the Debtor reported assets and liabilities between $1
million and $10 million. David Schilli has been appointed as
Subchapter V trustee.
Judge J. Craig Whitley oversees the case.
The Debtor is represented by Richard S. Wright, Esq., at Moon
Wright & Houston, PLLC. Rory D. Whelehan, Esq., at the Whelehan Law
Firm, LLC, is the chief restructuring officer.
BAUSCH HEALTH: Posts $209 Million Net Loss in First Quarter
-----------------------------------------------------------
Bausch Health Companies Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing
a net loss of $209 million on $1.94 billion of revenues for the
three months ended March 31, 2023, compared to a net loss of $66
million on $1.91 billion of revenues for the three months ended
March 31, 2022.
"We are encouraged with the top-line improvement in the first
quarter, with four out of five segments delivering revenue growth
on both a reported revenue and organic basis and are pleased that
demand for key products has remained resilient in the current macro
environment," said Thomas J. Appio, chief executive officer, Bausch
Health. "We are progressing our mid- and late-stage pipeline, and
we look forward to bringing new products to the patients who can
benefit from them," concluded Appio.
As of March 31, 2023, the Company had $25.44 billion in total
assets, $25.30 billion in total liabilities, and $145 million in
total equity.
Bausch Health said, "We continue to monitor our capital structure
and to evaluate other opportunities to simplify our business and
improve our capital structure, giving us the ability to better
focus on our core businesses. The Company regularly evaluates
market conditions, its liquidity profile and various financing
alternatives for opportunities to enhance its capital structure.
If the Company determines that conditions are favorable, the
Company may refinance or repurchase existing debt or issue
additional debt, equity or equity-linked securities."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/885590/000088559023000018/bhc-20230331.htm
About Bausch Health
Bausch Health Companies Inc. (NYSE/TSX: BHC) --
www.bauschhealth.com -- is a global diversified pharmaceutical
company whose mission is to improve people's lives with the
Company's healthcare products. The Company develops, manufactures
and markets a range of products primarily in gastroenterology,
hepatology, neurology, dermatology, international pharmaceuticals
and eye health, through its controlling ownership interest in
Bausch + Lomb Corporation.
Bausch Health reported a net loss of $212 million in 2022, a net
loss of $937 million in 2021, and a net loss of $559 million in
2020.
BEAM & COMPANY: Continued Operations to Fund Plan
-------------------------------------------------
Beam & Company, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of California a Subchapter V Plan of
Reorganization.
Before September of 2020, Debtor was owned by Alain Jeschien. In
September of 2020, Debtor was sold a new owner, Brandon Cooper. Mr.
Cooper is the current owner and president of Debtor
At the time of the sale, the business of Debtor had three
divisions. The first division does federal low income housing
rehabilitation (the "Construction" part of the business). The
second division does maintenance, which involves maintaining
commercial properties for landlords (the "Maintenance" part of the
business). The third division is insurance restoration, where
Debtor will restore property that has been damaged and insurance is
paying for the restoration (the "Insurance Restoration" part of the
business).
This case was filed to reorganize primarily Debtor's secured debts,
and to pay as much as Debtor is able to its creditors. Since it
appears there will be a substantial deficiency owing on the Hanmi
Bank loan, Mr. Cooper believes that he will need to file a personal
bankruptcy case.
The Plan provides that Debtor will pay the Plan Payment Amount for
60 months into a Distribution Fund that will be used to pay
creditors in this case.
To be able to pay the Class 1 claim, as well as the other claims
that are required to be paid, the Class 1 Non-ERC Claim Amount must
be no more than $376,500 (maximum Class 1 Non-ERC Claim Amount).
The reason is that the payment required to the Class 1 claim will
be no more than $8,000 per month with this claim amount as
described in the claim treatment. Debtor believes that the Class 1
Non-ERC Claim Amount is $254,114.73.
Debtor anticipates that Class 1 creditor will object to this
valuation, and that the Court may have to determine the correct
amount. To the extent that the Class 1 NonERC Claim Amount is less
than $376,500, Debtor anticipates that there will be funds
available to pay Class 4 unsecured creditors from the Plan
Payments.
Class 4 includes all allowed general unsecured claims in this case,
including the unsecured portion of previously secured claims.
Debtor believes that a substantial portion of the Hanmi Bank claim
is unsecured, and that the entirety of the Small Business
Administration claim is unsecured. This class shall be paid pro
rata from payments received by the Distribution Fund after the
Class 1 claim and all higher priority claims have been paid. This
class is impaired under the Plan.
Class 5 consists of equity interests (stock interests) of the
Debtor. Class 5 equity interests will maintain their equity
interests. This class is unimpaired under the Plan; consequently,
the holders are not entitled to vote on the Plan.
Following confirmation of the Plan, Debtor will set aside
sufficient money from operation of Debtor's business into a fund
that will be used to pay administrative claims and impaired
creditors in this case. Beginning on the 15th day of the month
following the Effective Date, Debtor shall fund the Plan by paying
$10,000.00 per month (the "Plan Payment Amount") into a
distribution fund (the "Distribution Fund") for a total of 60
months.
A full-text copy of the Subchapter V Plan dated May 8, 2023 is
available at https://bit.ly/3M3JFYm from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Peter L. Fear, Esq.
Gabriel J. Waddell, Esq.
Peter A. Sauer, Esq.
Fear Waddell, P.C.
7650 North Palm Avenue, Suite 101
Fresno, CA 93711
Telephone: (559) 436-6575
Facsimile: (559) 436-6580
Email: pfear@fearlaw.com
gwaddell@fearlaw.com
psauer@fearlaw.com
About Beam & Company
Beam & Company, Inc., is a full service general contractor focusing
on commercial real estate remodels. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case
No. 23-10244) on February 10, 2023. In the petition signed by
Brandon Cooper, its president, the Debtor disclosed up to $500,000
in assets and up to $10 million in liabilities.
Judge Rene Lastreto II oversees the case.
Peter Fear, Esq., at Fear Waddell, PC, represents the Debtor as
legal counsel.
BELLA VENEZIA: Amends Bank of America Secured Claim Pay
-------------------------------------------------------
Bella Venezia 211, LLC, submitted an Amended Disclosure Statement
describing Chapter 11 Plan dated May 8, 2023.
General Unsecured Creditors $12,800 Yohan Lellouche is not a
statutory insiders or otherwise an insider because the transactions
were an arm's length transaction.
Debtor has contributed new value including attorneys' fees,
substantial costs of repairs, and will be funding plan payments,
along with US Trustee fees, and payments to unsecured and
administrative creditors, adding up to a significant sum. New value
is counted as a credit against the absolute priority rule.
Class 2 consists of the Secured Claim of the Bank of America in the
amount of $299,800. This Class has an estimated $200,000 secured
portion. Debtor to make payments on the secured claim with an
interest rate of 6.25%. Secured amount to amortize over 30 years
with monthly P&I payment of $1231. Unsecured claim to be paid over
15 years $555 month.
Like in the prior iteration of the Plan, allowed unsecured claims
$12,600 will be paid 100% in 36 equal payments $350 beginning
effective date.
Equity Holders will forfeit their membership interests and be
issued new memberships for new value paid in this case or retain
their interests.
Payments and distributions under the Plan will be funded by Lauren
Benzaquen and affiliates and any rent income.
A full-text copy of the Amended Disclosure Statement dated May 8,
2023 is available at https://bit.ly/3W1oKcY from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Joel M. Aresty, Esq.
Joel M. Aresty, P.A.
309 1st Ave S
Tierra Verde FL 33715
Phone: 305-904-1903
Fax: 800-899-1870
Email: Aresty@Mac.com
About Bella Venezia
Bella Venezia 211, LLC filed a petition for Chapter 11 protection
(Bankr. S.D. Fla. Case No. 22-11738) on March 2, 2022, listing as
much as $500,000 in both assets and liabilities. Laurent Bezaquen,
authorized representative, signed the petition.
Judge Robert A. Mark oversees the case.
The Debtor tapped Joel M. Aresty P.A. as legal counsel.
BENEFYTT INC: Ares Capital Marks $29.7M Loan at 50% Off
-------------------------------------------------------
Ares Capital Corporation has marked its $29.7 million loan extended
to Benefytt Technologies, Inc to market at $14.8 million or 50% of
the outstanding amount, as of March 31, 2023, according to a
disclosure contained in Ares Capital's Form 10-Q for the quarterly
period ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to Benefytt Technologies, Inc. The loan matures in June 2027. Ares
Capital classified the Loan as non-accrual as of March 31, 2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Benefytt Technologies operates health insurance marketplaces,
agency technology systems, and administration platforms.
BERRY CORP: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating and its
'B' issue-level rating on Berry Corp.'s senior unsecured debt. The
recovery rating on this debt remains '2', reflecting our
expectations of meaningful (70%-90%; rounded estimate: 85%)
recovery in the event of payment default.
The stable outlook reflects S&P's expectation that Berry's 5%
production decline in 2023 will stabilize in 2024 mainly through
sidetrack well and workover activity, while managing permitting
constraints. S&P forecasts funds from operations (FFO) to debt of
35%-40% over the next two years with approximately 2.0x-2.25x debt
to EBITDA.
Berry Corp. is a Dallas-based oil and gas exploration and
production (E&P) company with operations focused in rural areas of
California's San Joaquin basin.
Scale and diversification remain limited compared to higher rated
peers.
The company produced 24,300 barrels of oil equivalent per day
(boe/d; 92% oil) in the first quarter of 2023 and had year-end 2022
reserves of 110 million (mm) boe (56% proved developed), along with
a developed reserve life of 6.6 years. S&P said, "We expect the
company to average 24,000-25,000 boe/d of production in 2023 and
2024 by focusing on existing wellbores through sidetrack wells and
workover activity on its California acreage due to permitting
constraints on new wells, with a capital budget of $100
million-$125 million. We also expect Berry's recently acquired
well-servicing business, which addresses statewide plug and
abandonment (P&A) requirements, to contribute 10%-15% of total
EBITDA in 2023. We anticipate Berry's production strategy will
limit significant organic improvements in scale over the near
term."
The company is highly leveraged to oil, which comprised about 92%
of total production in 2022 and receives Brent pricing due to its
proximity to west coast export markets.
However, hedging does limit some of the benefits of this exposure
with 66% and 33% of oil production swapped at around $75 per barrel
(bbl) in 2023 and 2024, respectively.
Berry's high exposure to California's mature San Joaquin Basin (80%
of production) results in higher Brent-linked pricing and lower
decline rates, yet is offset by higher costs relative peers,
reflecting its enhanced oil recovery methods, primarily steam
injection, which requires it to purchase natural gas.
The company sources the majority of its natural gas feedstock from
the Rockies on firm transportation agreements, a cheaper
alternative to California natural gas, and has effectively hedged
100% of this cost through 2023 at about $5.25 per thousand cubic
feet equivalent (mcfe) and 80% in 2024 at about $4.25/mcfe, these
include a 20% natural hedge from its Utah operations.
S&P expects Berry to generate modest free cash flow in 2023 and
2024.
S&P anticipates an emphasized shareholder return program that
remains within cash flow. After the base dividend, management
targets using 80% of excess cash flow for shareholder repurchases
or disciplined acquisitions, and 20% to a variable dividend.
The stable outlook reflects S&P's expectation that Berry's 5%
production decline in 2023 will stabilize in 2024 mainly through
sidetrack wells and workover activity, while managing permitting
constraints. S&P forecasts funds from operations (FFO) to debt of
about 35%-40% over the next two years with approximately 2.0x-2.25x
debt to EBITDA.
S&P could lower its rating on Berry if:
-- Liquidity materially deteriorates;
-- Leverage becomes unsustainable; or
-- S&P believes the company has become dependent on favorable
business conditions to meet its financial obligations.
This would most likely occur if commodity prices and resulting cash
flows weaken and the company does not reduce spending.
S&P could raise its rating on Berry if:
-- S&P expects FFO to debt to approach 45% for a sustained period,
with adequate liquidity, which would most likely occur with
supportive commodity prices and the company increases production;
and
-- The company increases production and reserves to levels closer
to higher rated peers, while broadening its geographic diversity
outside of California, or if California's regulatory environment
becomes more supportive of oil and gas activities.
ESG credit indicators: E-4, S-3, G-2
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Berry Corp. as the E&P industry
contends with an accelerating energy transition and adoption of
renewable energy sources. We believe falling demand for fossil
fuels will reduce profitability and returns for the industry as it
fights to retain and regain investors that seek higher returns.
Additionally, social factors are a moderately negative
consideration. With about 80% of its production and about 90% of
its proved reserves in California, Berry's exposure to the state's
more stringent environmental regulations raises the potential for
higher costs or more limited drilling locations versus peers in
industry-friendly states such as Texas. In 2019, California enacted
a moratorium on permits for high-pressure cyclic steam activities,
which at the end of 2019 had accounted for about 30% of Berry's
future drilling locations. However, the company has since shifted
its operations to other drilling methods to maintain production and
has multiple years of inventory."
BRAND MARINADE: Taps ABT Financial Consultants as Accountant
------------------------------------------------------------
Brand Marinade, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ ABT Financial
Consultants, LLC as accountant.
The firm's services include:
a. weekly bookkeeping review, reconciliation, approval and
maintenance;
b. weekly cash flow analysis and reporting;
c. weekly processing of invoices into accounts payable system;
d. weekly meetings with executives and (as needed) staff;
e. monthly analysis of all general ledger accounts, bank
statements, and the preparation and review of monthly financial
statements, including monthly operating reports, budgets, and cash
collateral budget to actual reports;
f. analysis and reconciling of capital assets and depreciation;
g. preparation of tax returns, including quarterly sales tax
return, annual income tax return, and payroll and workers
compensation tax returns; and
h. other miscellaneous bookkeeping and accounting services.
The firm will be paid a flat fee of $975 per week.
As disclosed in court filings, ABT is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Chad Folse
ABT Financial Consultants, LLC
2633 E. Indian School Rd. Suite 330
Phoenix, AZ 85016
Tel: (602) 224-0544
About Brand Marinade
Brand Marinade, LLC provides printing and related support services.
The company is based in Boca Raton, Fla.
Brand Marinade filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12729) on April
7, 2023, with $597,096 in assets and $1,591,752 in liabilities.
Soneet Kapila has been appointed as Subchapter V trustee.
Judge Mindy A. Mora presides over the case.
The Debtor tapped Malinda Hayes, Esq., at the Law Offices of
Malinda L. Hayes as counsel and ABT Financial Consultants, LLC as
accountant.
CASH CLOUD: Unsecureds to Get Creditor Trust & Sale Proceeds
------------------------------------------------------------
Cash Cloud, Inc., d/b/a Coin Cloud, filed with the U.S. Bankruptcy
Court for the District of Nevada a Disclosure Statement for Chapter
11 Plan of Reorganization dated May 8, 2023.
Cash Cloud was organized on April 1, 2014, as a Nevada corporation
for the purpose of providing a platform for customers to buy and
sell digital currencies through Digital Currency Machines ("DCMs")
distributed across the United States.
The Plan is commonly referred to as a "toggle" plan because it
provides two alternative methods of implementation that "toggle"
depending on whether the Debtor consummates a Sale of substantially
all of its assets during the course of the Chapter 11 Case.
The Debtor has initiated a Sale process and identified a stalking
horse bidder that has proposed a Sale of substantially all of the
Debtor's assets, with the proceeds of such Sale forming the basis
of recovery under the Plan. The stalking horse bid is subject to
overbids, which may take the form of either a Sale or a Plan
support agreement. Accordingly, recoveries to certain Classes of
Claim Holders are separated into two alternatives depending whether
the highest and best offer ultimately selected by the Debtor is a
Sale or not a Sale.
If a Sale occurs, the Winning Bid shall transfer the Sale Proceeds
to the Debtor upon the closing of the Sale. On or before the
Effective Date, the Debtor shall transfer or segregate the Sale
Proceeds in the amount of the Confirmation Funds for further
distribution as follows: (a) to the Disbursing Agent to make
Distributions to Holders of Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims, the DIP Claims, the
Enigma Secured Claim, the Genesis Secured Claim, Other Secured
Claims and Cure Claims on the Effective Date; (b) to the U.S.
Trustee for US Trustee Fees due as of the Effective Date; (c) to
the Creditor Trust in the amount of the Creditor Trust Funding
Amount; and (d) for any other Distributions and payment of costs
and expenses in connection with consummating the Plan, including
funding the Professional Fee Escrow Account and the Administrative
and Priority Claims Escrow Account. After all the payments, the Net
Sale Proceeds shall be available for distribution as provided under
the Plan.
If a Sale does not occur and the highest and best bid is determined
to be in the form of a Plan support agreement, on the Effective
Date, the Reorganized Debtor shall be authorized to and shall issue
the Reorganized Equity Interests in accordance with the Plan
without the need for any further corporate action. All of the
Reorganized Equity Interests, when so issued, shall be duly
authorized, validly issued, fully paid, and non-assessable. Each
distribution and issuance of the Reorganized Equity Interests under
the Plan shall be governed by the terms and conditions set forth in
the Plan applicable to such distribution or issuance and by the
terms and conditions of the instruments evidencing or relating to
such distribution or issuance, which terms and conditions shall
bind each Entity receiving such distribution or issuance.
On or before the Effective Date, the Debtor shall transfer or
segregate Cash in the amount of the Confirmation Funds for further
distribution as follows: (a) to the Disbursing Agent to make
Distributions to Holders of Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims, the DIP Claims, the
Enigma Secured Claim, the Genesis Secured Claim, Other Secured
Claims and Cure Claims on the Effective Date; (b) to the U.S.
Trustee for US Trustee Fees due as of the Effective Date; (c) to
the Creditor Trust in the amount of the Creditor Trust Funding
Amount; and (d) for any other Distributions and payment of costs
and expenses in connection with consummating the Plan, including
funding the Professional Fee Escrow Account and the Administrative
and Priority Claims Escrow Account.
Class 3(b) Claims consist of all General Unsecured Claims. On or as
soon as reasonably practicable after the Effective Date,
Reorganized Debtor shall transfer to the Creditor Trust: (A) the
Creditor Trust Funding Amount; and (B) the Creditor Trust Assets.
Notwithstanding anything to the contrary herein, in full and final
satisfaction, settlement, release, and discharge of, and in
exchange for release of all Allowed General Claims, each Holder of
an Allowed General Unsecured Claim shall:
* if a Sale occurs: receive its share of (1) the Net Sale
Proceeds on or as soon as reasonably practicable after the
Effective Date, and (2) the Creditor Trust Proceeds if and when
they are liquidated in accordance with the Creditor Trust
Agreement, in both cases of (1) and (2), as determined Pro Rata
based on the Aggregate Amount of the Allowed AVT Claim and all
Allowed General Unsecured Claims; or
* if a Sale does not occur: receive its share of the Creditor
Trust Proceeds if and when liquidated in accordance with the
Creditor Trust Agreement, as determined Pro Rata based on the
Aggregate Amount of the Allowed AVT Claim and all Allowed General
Unsecured Claims.
Class 4 Interests consist of all Allowed Old Interests. All Old
Interests shall be cancelled.
Means for Implementation if a Sale Occurs
Only if a Sale Occurs, the Winning Bid (or Winning Bidders, as
applicable) shall, upon the closing of the Sale, transfer (a) that
portion of the Sale Proceeds necessary to satisfy the DIP Claims in
full into a separate escrow account for the benefit of the DIP
Lender, and (b) the balance of the Sale Proceeds to the Debtor.
On or before the Effective Date, the Debtor shall transfer or
segregate the Sale Proceeds in the amount of the Confirmation Funds
for further distribution as follows: (a) to the Disbursing Agent to
make Distributions to Holders of Allowed Administrative Expense
Claims, Priority Tax Claims, Other Priority Claims, the Enigma
Secured Claim, the Genesis Secured Claim, Other Secured Claims and
Cure Claims on the Effective Date; (b) to the U.S. Trustee for US
Trustee Fees due as of the Effective Date; (c) to the Creditor
Trust in the amount of the Creditor Trust Funding Amount; and (d)
for any other Distributions and payment of costs and expenses in
connection with consummating the Plan, including funding the
Professional Fee Escrow Account and the Administrative and Priority
Claims Escrow Account. After all the payments, the Net Sale
Proceeds shall be available for distribution as provided under the
Plan.
Means for Implementation if a Sale Does Not Occur
On the Effective Date, the Reorganized Debtor shall be authorized
to and shall issue the Reorganized Equity Interests in accordance
with the Plan without the need for any further corporate action.
All of the Reorganized Equity Interests, when so issued, shall be
duly authorized, validly issued, fully paid, and non-assessable.
Each distribution and issuance of the Reorganized Equity Interests
under the Plan shall be governed by the terms and conditions set
forth in the Plan applicable to such distribution or issuance and
by the terms and conditions of the instruments evidencing or
relating to such distribution or issuance, which terms and
conditions shall bind each Entity receiving such distribution or
issuance.
On or before the Effective Date, the Debtor shall transfer or
segregate Cash in the amount of the Confirmation Funds for further
distribution as follows: (i) to the Disbursing Agent to make
Distributions to Holders of Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims, the DIP Claims, the
Enigma Secured Claim, the Genesis Secured Claim, Other Secured
Claims and Cure Claims on the Effective Date; (ii) to the U.S.
Trustee for US Trustee Fees due as of the Effective Date; (iii) to
the Creditor Trust in the amount of the Creditor Trust Funding
Amount; and (iv) for any other Distributions and payment of costs
and expenses in connection with consummating the Plan, including
funding the Professional Fee Escrow Account and the Administrative
and Priority Claims Escrow Account.
A full-text copy of the Disclosure Statement dated May 8, 2023 is
available at https://bit.ly/3nMqoT9 from Stretto, claims agent.
Debtor's Counsel: Brett A. Axelrod, Esq.
Nicholas A. Koffroth, Esq.
Zachary T. Williams, Esq.
FOX ROTHSCHILD LLP
1980 Festival Plaza Drive, Suite 700
Las Vegas, NV 89135
Tel: (702) 262-6899
Email: baxelrod@foxrothschild.com
About Cash Cloud
Cash Cloud Inc., doing business as Coin Cloud, operates automated
teller machines for buying and selling Bitcoin, Ethereum, Dogecoin,
and more than 40 other digital currencies with cash, card and
more.
Cash Cloud sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Nev. Case No. 23-10423) on Feb. 7, 2023, with $50
million to $100 million in assets and 100 million to $500 million
in liabilities. Chris McAlary, president of Cash Cloud, signed the
petition.
Judge Mike K. Nakagawa oversees the case.
The Debtor tapped Fox Rothschild, LLP as bankruptcy counsel; Baker
& Hostetler, LLP as regulatory counsel; and Province, LLC as
financial advisor. Stretto is the claims agent.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. The committee
tapped McDonald Carano, LLP and Seward & Kissel, LLP as legal
counsels; and FTI Consulting, Inc. as financial advisor.
CCS-CMGC HOLDINGS: Ares Capital Marks $33.5M Loan at 34% Off
------------------------------------------------------------
Ares Capital Corporation has marked its $33.5 million loan extended
to CCS-CMGC Holdings, Inc to market at $22 million or 66% of the
outstanding amount, as of March 31, 2023, according to a disclosure
contained in Ares Capital's Form 10-Q for the quarterly period
ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to CCS-CMGC Holdings, Inc. The loan accrues interest at a rate of
10.33% (LIBOR (Q) + 5.50%) per annum. The loan matures in October
2025.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
CCS-CMGC Holdings, Inc is a correctional facility healthcare
operator.
CELSIUS NETWORK: Ex-CEO Slams Fraud Claims of N.Y. Attorney General
-------------------------------------------------------------------
Aislinn Keely of Law360 reports that the former CEO of bankrupt
crypto lending protocol Celsius Network fired back at the New York
attorney general's fraud claims on Tuesday, May 2, 2023, calling on
a state court to throw out a lawsuit he said is built on
misinformation and "baseless conclusions."
A full-text copy of the article is available at
https://www.law360.com/articles/1604010/ex-ceo-of-bankrupt-crypto-lender-slams-ny-ag-fraud-claims
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC serve as the examiner's legal counsel and financial
advisor, respectively.
CENTER FOR AUTISM: Ares Capital Marks $800,000 Loan at 87% Off
--------------------------------------------------------------
Ares Capital Corporation has marked its $800,000 loan extended to
Center for Autism and Related Disorders, LLC to market at $100,000
or 13% of the outstanding amount, as of March 31, 2023, according
to a disclosure contained in Ares Capital's Form 10-Q for the
quarterly period ended March 31, 2023, filed with the Securities
and Exchange Commission.
Ares Capital is a participant in a First lien senior secured
revolving loan to Center for Autism and Related Disorders, LLC. The
loan matures in November 2023.
Ares Capital classified the Loan as non-accrual.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Center for Autism and Related Disorders, LLC is an autism treatment
and services provider specializing in applied behavior analysis
therapy.
CENTER FOR AUTISM: Ares Capital Nearly Writes Off $6.8M Loan
------------------------------------------------------------
Ares Capital Corporation has marked its $6.8 million loan extended
to Center for Autism and Related Disorders, LLC to market at
$500,000 or 7% of the outstanding amount, as of March 31, 2023,
according to a disclosure contained in Ares Capital's Form 10-Q for
the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured
revolving loan to Center for Autism and Related Disorders, LLC. The
loan matures in November 2023.
Ares Capital classified the Loan as non-accrual as of March 31,
2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Center for Autism and Related Disorders, LLC is an autism treatment
and services provider specializing in applied behavior analysis
therapy.
CHESTNUT RIDGE: Taps Grant Thornton as Financial Advisor
--------------------------------------------------------
Chestnut Ridge Associates LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ Grant
Thornton, LLP as financial advisor.
The Debtor requires a financial advisor to:
(a) analyze the Debtor's financial position, business plans and
financial projections prepared by management including, but not
limited to, commenting on assumptions, and comparing those
assumptions to historical Debtor and industry trends;
(b) consult with management on the assessment of a bankruptcy
exit strategy;
(c) consult with management in connection with the development
of financial projections;
(d) assist management with its communications with customers,
suppliers, statutory committees, and other parties-in-interest;
(e) assist management with the preparation of the Debtor's
rolling 13-week cash receipts and disbursements forecast and assess
liquidity and DIP financing needs;
(f) consult with management regarding its valuation of the
Debtor and its assets on a going-concern and liquidation basis;
(g) consult with management, in coordination with legal counsel,
in the preparation of a disclosure statement, plan of
reorganization and the underlying business plans from which those
documents are developed;
(h) assist management, in coordination with legal counsel, in
evaluating competing disclosure statements, plans and other
strategic proposals made by other interested parties in the Case;
(i) assist management in responding to information requests
submitted by statutory committees and their legal or financial
counsel;
(j) consult with management regarding the preparation of
required financial statements, schedules of financial affairs,
monthly operating reports, and any other financial disclosures
required by the bankruptcy court;
(k) provide expert advice and testimony regarding financial
matters related to, including, among other things, the feasibility
of any proposed plan of reorganization, and the valuation of any
securities issued in connection with any such plan; and
(l) provide additional services as requested from time to time
by the Debtor and agreed to by Grant Thornton.
The firm will be paid at these rates:
Partner/Principal $840 per hour
Managing Director $840 per hour
Director $750 per hour
Senior Manager $645 to $720 per hour
Manager $545 to $610 per hour
Senior Associate $325 to $425 per hour
Associate $235 to $295 per hour
John Baumgartner, managing director at Grant Thornton, 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 Baumgartner
Grant Thornton, LLP
700 Milam St. Suite 300
Houston, TX
Tel: (832) 487-1449
About Chestnut Ridge Associates
Chestnut Ridge Associates, LLC is primarily engaged in renting and
leasing real estate properties. The company is based in Spring,
Texas.
Chestnut sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Texas Case No. 23-90069) on Feb. 5, 2023. In the
petition signed by its managing member, Andrew Schreer, the Debtor
disclosed $10 million to $50 million in both assets and
liabilities.
Judge David R. Jones oversees the case.
Jeff P. Prostok, Esq., at Forshey & Prostok, LLP and Grant
Thornton, LLP serve as the Debtor's legal counsel and financial
advisor, respectively.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
CHESTNUT RIDGE: Unsecureds Will Get 100% of Claims in Plan
----------------------------------------------------------
Chestnut Ridge Associates, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Texas a Disclosure Statement for
Chapter 11 Plan of Reorganization dated May 8, 2023.
The Debtor's principal asset is a shopping center known as The
Shoppes at Kingsgate, located at 1113-1387 Kingwood Drive, Humble,
Texas (the "Property"). The Debtor believes the Property's current
value is no less than $26 million.
The Property is a Class A grocery store-anchored shopping center
situated on a site of approximately 14.87 acres. The improvements
on the Property were constructed in 1980 and renovated in 2017. The
Property features 32 units with a total of 156,343 square feet of
leasable space.
Pursuant to a deed of trust, the Debtor had granted a mortgage on
the Property to secure payment of a promissory note. The holder of
the note has alleged that the outstanding balance on the note, as
of January 18, 2023, was $16,377,744.07, which figure includes
default interest and other fees to which the holder asserts it is
entitled. As such, the Debtor believes that it has substantial
equity in the Property of at least $9 million. The Debtor commenced
this Chapter 11 Case in order to preserve this equity for the
benefit of the Debtor's unsecured creditors and interest holders.
The Plan gives the Debtor a reasonable period of time, of
approximately 18 months, to either (1) market and sell the Property
for the highest obtainable price, or (2) obtain refinancing, that
would provide full payment of Allowed Secured Claims and Allowed
General Unsecured Claims, plus some return to Interest holders. The
Plan organizes certain kinds of Claims and Interests into Classes,
and leaves other kinds of Claims unclassified, as the Bankruptcy
Code requires.
Class 5 consists of the Estate of DeSalvo Unsecured Claim. The
holder of the Estate of DeSalvo Unsecured Claim shall receive, to
the extent of the Allowed amount of such Claim, Cash equal to the
Allowed amount of such Claim on or before the Post-Closing Date
Distribution Date. The amount of claim in this Class total
$500,000.00.
Class 6 consists of General Unsecured Claims. This class includes
all General Unsecured Claims other than the Estate of DeSalvo
Unsecured Claim or the Painted Tree Claim. Each holder of an
Allowed General Unsecured Claim shall receive, on account of such
Allowed Claim, Cash equal to the Allowed amount of such Claim on or
before the Post-Closing Date Distribution Date. The allowed
unsecured claims total $500,000.00. This Class will receive a
distribution of 100% of their allowed claims.
Class 7 consists of Painted Tree Claim. The Painted Tree Claim in
the amount as set forth in Exhibit 2 of the Plan (the "Painted Tree
Cure Amount") shall be satisfied by: (i) monthly rent credited
toward the Painted Tree Cure Amount until the amount is satisfied
in full, and (ii) in the event a Closing takes place prior to the
satisfaction in full of the Painted Tree Cure Amount as set forth
in (i) all remaining balance of the Painted Tree Cure Amount shall
be paid on or before the Post-Closing Date Distribution Date.
Class 8 consists of Interests. Each holder of an Allowed Interest
in the Debtor shall retain each of their Allowed Interest from and
after the Effective Date. In the event of a sale of the Property,
each holder of an Allowed Interest in the Debtor shall receive a
Pro Rata Share of any Net Proceeds remaining after completion of
the full treatment, in accordance with the Plan, of all Allowed
Administrative Expenses, Allowed Priority Claims (Class 1), Allowed
Property Tax Claims (Class 2), the Allowed Kingsgate Secured Claim
(Class 3), Allowed Other Secured Claims (Class 4), Allowed Estate
of DeSalvo Unsecured Claim (Class 5), Allowed General Unsecured
Claims (Class 6), and the Painted Tree Claim (Class 7).
The sources of funds for making Distributions will consist of Cash
from operations, and (a) sale proceeds from the sale of the
Property, or (b) funds from refinancing transaction.
The entry of the Confirmation Order shall constitute all necessary
authorization for the Debtor and the Reorganized Debtor to take or
cause to be taken all actions necessary or appropriate to
consummate, implement or perform all provisions of this Plan on and
after the Effective Date, including without limitation, (a) all
transfers of Assets pursuant to the Plan; (b) the performance of
the terms of the Plan and the making of all Distributions required
under the Plan; and (c) subject to the terms of the Plan, entering
into any and all transactions, contracts, or arrangements permitted
by applicable law, order, rule or regulation.
A full-text copy of the Disclosure Statement dated May 8, 2023 is
available at https://bit.ly/3Bi2MsI from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Jeff P. Prostok
Emily S. Chou
Dylan T.F. Ross
FORSHEY & PROSTOK, LLP
777 Main Street, Suite 1550
Fort Worth, Texas 76102
Telephone: (817) 877-8855
Facsimile: (817) 877-4151
Email: jprostok@fosheyprostok.com
echou@forsheyprostok.com
dross@forsheyprostok.com
About Chestnut Ridge Associates LLC
Chestnut Ridge Associates LLC is primarily engaged in renting and
leasing real estate properties. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.
23-90069) on February 5, 2023. In the petition signed by Andrew
Schreer, managing member, the Debtor disclosed up to $50 million in
both assets and liabilities.
Judge David R. Jones oversees the case.
Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, represents the
Debtor as legal counsel.
CHICAGO EDUCATION BOARD: Moody's Affirms Ba2 Issuer & GOULT Ratings
-------------------------------------------------------------------
Moody's Investors Service has affirmed Chicago Board of Education,
IL's (Chicago Public Schools, CPS; the district) issuer and general
obligation unlimited tax ratings at Ba2. Concurrently, the outlook
has been revised to positive from stable. The district had
approximately $7.8 billion in general obligation unlimited tax
(GOULT) debt outstanding at the close of fiscal 2022 of which $2.2
billion is rated by Moody's.
RATINGS RATIONALE
The Ba2 incorporates the district's limited cash position, which
despite recent improvements, remains below liquidity levels of most
other rated districts. The district continues to rely on cash flow
borrowing during portions of the fiscal year. However, the
district's improved cash position provides it with more cushion to
address upcoming challenges including the end of federal pandemic
aid, which provided over 5% of fiscal 2023 revenue. Upcoming labor
contract renewals in 2023 and 2024 pose additional challenges that
are reflected in the Ba2 rating. The district has high direct and
overlapping leverage from debt and post-retirement liabilities. The
district's declining enrollment, including a -3% three year
compound annual growth rate, is a credit challenge. However, the
financial impact of these declines is mitigated by the state's hold
harmless provision.
The GOULT rating is Ba2, the same as the issuer rating, based on
the district's pledge of all available funds and its authority to
levy an unlimited ad valorem property tax.
RATING OUTLOOK
The positive outlook reflects a trend of improving net cash and
fund balance. The rating may move upward if the district closes
fiscal 2023 with further financial improvement. The rating may also
move upward if it adopts a fiscal 2024 budget and settles an
agreement with support staff that position it to maintain recent
financial gains.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
Continued financial progress such as closing fiscal 2023 with
strengthening in liquidity and adoption of a fiscal 2024 budget
that positions it to sustain the improvement
Ability to continue posting budgetary surpluses as federal aid is
depleted and incorporating the financial impact of new or renewed
union contracts
Moderation of long-term leverage
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Declines in operating liquidity or increased reliance on cash flow
borrowing or other non-recurring revenue
Material growth in long-term leverage or adjusted fixed costs
LEGAL SECURITY
All the district's rated debt is secured by its GOULT pledge and
backed by an alternate revenue pledge which is secured primarily by
pledged state aid revenue. An unlimited tax levy is filed with the
county at the time of issuance. The property tax is abated only
after the district deposits sufficient alternate with the trustee.
If the deposit is not made with the trustee, the levy is extended.
The rated debt is secured by state statute.
PROFILE
CPS is conterminous with the City of Chicago. The district serves a
student base of approximately 322,000 inclusive of 56,000 in
charter students. The Chicago Board of Education is responsible for
organizational and financial oversight of CPS.
METHODOLOGY
The principal methodology used in these ratings was US K-12 Public
School Districts Methodology published in January 2021.
CHRISTMAS TREE SHOPS: Seeks Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Christmas Tree Shops, a home-decor retailer that was spun off from
Bed Bath & Beyond in 2020, filed for bankruptcy protection on
Friday.
Christmas Tree Shops (CTS) said in a statement that its bankruptcy
was a "strictly financial restructuring," and that most of its
stores would remain open without disruption.
The Middleborough, Massachusetts-based company has between $50
million and $100 million in assets and between $100 million and
$500 million in debts, according to a Chapter 11 petition filed in
Delaware bankruptcy court.
CTS said its debt had become unsustainable due to increased
interest rates, inflationary pressures and decreased consumer
demand for its home decor and seasonal decoration products.
CTS entered bankruptcy with a $45 million loan from Eclipse
Business Capital SPV LLC and ReStore Capital LLC, according to the
company.
The company intends to close 10 of its 82 stores during its
bankruptcy, seeking to emerge from Chapter 11 by August.
"We are confident we will emerge a stronger business, better
positioned to grow and prosper into the future,” CTS Chairman
Marc Salkovitz said in a statement.
Handil Holdings, which acquired the company from Bed Bath & Beyond
in 2020, also filed for Chapter 11 bankruptcy. Handil has been
taking steps to improve operational efficiencies, inventory
management, IT and other aspects of the business since taking over,
CTS said. (Reporting by Dietrich Knauth; editing by Jonathan
Oatis)
About Christmas Tree Shops
Christmas Tree Shops is a home-decor retailer that was spun off
from Bed Bath & Beyond in 2020.
Christmas Tree Shops Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10576) on May 5,
2023. In its petition, the Debtor reports between $50 million and
$100 million in assets and between $100 million and $500 million in
debts.
The Debtor's counsel:
Evelyn J. Meltzer
Troutman Pepper Hamilton Sanders, LLP
302-777-6500
evelyn.meltzer@troutman.com
CLINTON ASSOCIATES: Auction for NY Property Set for June 7
----------------------------------------------------------
In accordance with applicable provisions of the Uniform Commercial
Code as enacted in the New York, by virtue of certain events of
default under a certain amended and restated ownership interest
pledge and security agreement dated as of Oct. 18, 2018, executed
by and delivered by Daniel Shalom ("pledgor"), and in accordance
with it rights as holder of the security, MPLC Lender LLC ("secured
party"), by virtue of possession of that certain share certificate
held in accordance with Article 8 of the Uniform Commercial Code of
the State of New York and by virtue of the those certain UCC-1
filing statement made in favor of Secured Party, all in accordance
with Article 9 of the Code, secured party will offer for sale at
public auctions, (i) all of pledgor's right, title and interests in
and to the following: Clinton Associates ("pledged entity"), and
(ii) certain related rights and property relating thereto.
Secured party's understanding is that the principal asset of the
pledged entity is that certain fee interest in the premise located
at 438-440 West 45th Street, New York, New York ("property").
Mannion Auctions LLC will conduct a public sale consisting of the
collateral via online bidding on June 7, 2023, at 2:30 p.m., in
satisfaction of an indebtedness in the approximate amount of
$2,725,714, including principal, interest on principal, and
reasonable fees and costs, plus default interest through June 7,
2023, subject to open charges and all additional costs, fees and
disbursements permitted by law. The secured party reserves the
right to credit bid.
Meeting Link: https://bit.ly/DSclintonUCC
Meeting ID: 885 1587 6743
Passcode: 525038
One Tap Mobile: +16469313860,,88515876743#,,,,*525038# US
+16469313860,,88515876743#,,,,*525038# US (New York) dial your
location: + 1 646 931 3660 US; +1 646 558 8656 US (New York)
Interested parties who intend to bid on the collateral must contact
Greg Corbin at Rosewood Realty Group, 152 West 57th Street, 5th
Floor, New York 10019, (212) 359-9904, greg@rosewooddrg.com, to
receive the terms and conditions of sale and bidding instructions
by June 5, 2023, by 4:00 p.m.
Attorney for secured party:
Jerold C. Feuerstein, Esq.
Kriss & Feuerstein LLP
360 Lexington Avenue, Suite 1200
New York, New York 10012
Tel: (212) 661-2900
CLOVIS ONCOLOGY: U.S. Trustee Appoints Equity Committee
-------------------------------------------------------
The U.S. Trustee for Region 3 appointed an official committee to
represent equity security holders in the Chapter 11 cases of Clovis
Oncology, Inc. and its affiliates.
The equity committee members are:
1. Marc Bertrand
c/o Baker & McKenzie
1111 Brickell Avenue, Suite 1700
Miami, FL 33131
Attn: Paul J. Keenan, Jr.
2. Edward R. LeMoure
c/o Baker & McKenzie
1111 Brickell Avenue Suite 1700
Miami, FL 33131
Attn: Paul J. Keenan, Jr.
3. Gerald E. Bumbaugh.
4. Jeremy Paye.
5. Timothy R. Palamides.
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Clovis Oncology
Clovis Oncology, Inc. is an American pharmaceutical company, which
mainly markets products for treatment in oncology. The company is
based in Boulder, Colo.
Clovis Oncology and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No.
22-11292) on Dec. 11, 2022. In the petition signed by Paul E.
Gross, executive vice president and general counsel, Clovis
Oncology disclosed $319,164,834 in assets and $754,564,457 in
liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and
Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners,
LLP as financial advisor; Perella Weinberg Partners, LP as
investment banker; and Ernst & Young, LLP as tax services provider.
Kroll Restructuring Administration, LLC is the claims, noticing and
solicitation agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee tapped
Morrison & Foerster, LLP as lead bankruptcy counsel; Potter
Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North
America, LLC as financial advisor; and Jefferies, LLC as investment
banker.
CONCRETE SOLUTIONS: Taps The Fox Law Corporation as Legal Counsel
-----------------------------------------------------------------
Concrete Solutions & Supply seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ The Fox Law
Corporation, Inc. as general bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor of its powers and duties;
(b) negotiate, formulate, draft, and confirm a plan of
reorganization and to attend hearings before this court in
connection with any proposed disclosure statements and plans of
reorganization;
(c) examine all claims filed in these proceedings to
determine their nature, extent, validity, and priority;
(d) advise and assist the Debtor in connection with the
collection of assets, the sale of assets, or the refinancing of
same to implement any plan of reorganization which might be
confirmed in these proceedings;
(e) take such actions as may be necessary to protect the
properties of this estate from seizure or other proceedings,
pending confirmation and consummation of the plan of reorganization
in this case;
(f) advise the Debtor with respect to the rejection or
assumption of executory contracts and/or leases;
(g) advise and assist the Debtor in fulfilling its obligations
as fiduciaries of the Chapter 11 estate;
(h) prepare all necessary pleadings pertaining to matters of
bankruptcy law before the court;
(i) advise the Debtor on a limited basis with respect to tax
obligations and their payment;
(j) prepare such applications and reports as are necessary and
for which the services of an attorney are required; and
(k) render other necessary legal services for the Debtor.
Prior to the petition date, the firm received a retainer of $42,000
from the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Steven R. Fox $550
Associates $500
Law Clerk/Paralegal $150
Steven Fox, Esq., an attorney at The Fox Law Corporation, disclosed
in a court filing that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Steven R. Fox, Exq.
The Fox Law Corporation, Inc.
17835 Ventura Blvd., Suite 306
Encino, CA 91316
Telephone: (818) 774-3545
Facsimile: (818) 774-3707
Email: srfox@foxlaw.com
About Concrete Solutions & Supply
Concrete Solutions & Supply sells and rents concrete restoration
equipment and related supplies and products from two locations:
Newbury Park and Fullerton, California.
Concrete Solutions & Supply sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10314) on
April. 25, 2023. In the petition signed by Alton Anderson,
president, the Debtor disclosed up to $500,000 in assets and up to
$1 million in liabilities.
Judge Ronald A. Clifford III oversees the case.
Steven R. Fox, Esq., at The Fox Law Corporation Inc., represents
the Debtor as legal counsel.
CONUMA RESOURCES: Moody's Ups CFR to Caa1 Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings for Conuma Resources
Limited's corporate family rating to Caa1 from Caa2, and its
probability of default rating to Caa1-PD from Caa2-PD. At the same
time Moody's affirmed the Caa1 rating of the senior secured notes
due 2028, and the outlook was changed to stable from rating under
review. This action concludes the review initiated on April 13,
2023.
"The upgrade reflects the completion of its notes issuance, which
has resolved its refinancing risk and extends its debt maturity
profile," commented Jamie Koutsoukis, a Moody's Vice President and
Senior Analyst.
Upgrades:
Issuer: Conuma Resources Limited
Corporate Family Rating, Upgraded to Caa1 from Caa2
Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD
Affirmations:
Issuer: Conuma Resources Limited
Senior Secured Regular Bond/Debenture, Affirmed Caa1
Outlook Actions:
Issuer: Conuma Resources Limited
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
Conuma's rating is constrained by: 1) material free cash flow
sensitivity to price (about $40 million per $10 change in met coal
price expected in 2023); 2) execution risk of increasing production
from 3.6 million tonnes back to above 4 million tonnes in 2023 and
new pit development (Quintette acquisition) that will increase
capex limiting free cash flow generation; 3) cast costs that have
increased materially ($181 per tonne in 2022 compared to $130 per
tonne in 2021) which reduces resiliency to lower coal prices; and
4) a relatively small production base (3.6 million tonnes in 2022,
over 4 million tonnes expected in 2023) of one product (met coal)
at three mines in one local jurisdiction. The rating benefits from:
1) a favorable mining jurisdiction (Canada); and 2) its location
near rail and port infrastructure, allowing it to easily sell on
the seaborne market.
Conuma has adequate liquidity through to June 2024, with about
CAD120 million of available liquidity sources versus Moody's
estimate of about CAD40 of uses. Liquidity sources are comprised of
cash of about CAD72 million as of December 2022, full availability
on its $27.5 million revolving credit facility (expires 2027) and
breakeven free cash flow to June 2024. Uses include lease payments
of about CAD15 million and a $20 million installment payment for
the Quintette mine. Conuma's US$27.5 million senior secured
revolving credit facility has financial covenants including maximum
net leverage and minimum EBITDA interest coverage tests, and
Moody's expects the company will be in compliance over the next
year.
The stable outlook reflects Moody's expectation that Conuma will
generate positive free cash flow supported by current favorable met
coal prices, and will maintain its coal production towards 4.5
million tonnes/year.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Conuma generates sustained
negative free cash flow or liquidity deteriorates.
The ratings could be upgraded should show successful progression on
its restart of the Quintette mine and demonstrates an ability to
maintain production 4.5 million tonnes per year. It would also
require per unit cash costs decline and the company generates
sustained positive free cash flow.
The principal methodology used in these ratings was Mining
published in December 2021.
Conuma Resources Limited is a producer and exporter of premium
seaborne metallurgical coal from the Peace River Coalfield in
British Columbia. The company has three surface mines (Willow
Creek, Brule and Wolverine) which produce premium hard coking coal
(HCC), mid-vol metallurgical coal and ultra low-vol pulverized coal
injection (PCI). It also purchased and plans to restart the
Quintette mine.
COOPER-STANDARD: Incurs $130.4 Million Net Loss in First Quarter
----------------------------------------------------------------
Cooper-Standard Holdings Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing
a net loss attributable to the Company of $130.37 million on
$682.46 million of sales for the three months ended March 31, 2023,
compared to a net loss attributable to the Company of $61.36
million on $612.98 million of sales for the three months ended
March 31, 2022.
"We made good progress in our inflation recovery initiatives and
commercial negotiations with our customers during the quarter,"
said Jeffrey Edwards, chairman and CEO, Cooper Standard.
"Recognizing the value we provide them, our customers have been
supportive. We expect additional inflation recovery, price
adjustments and increasing production volume will drive improved
financial results in the remaining quarters of the year."
As of March 31, 2023, the Company had $1.94 billion in total
assets, $1.97 billion in total liabilities, and a total deficit of
$26.83 million.
Cooper-Standard said, "We continue to actively preserve cash and
enhance liquidity, including decreasing our capital expenditures.
We continuously monitor and forecast our liquidity situation, take
the necessary actions to preserve our liquidity and evaluate other
financial alternatives that may be available to us should the need
arise. Our ability to fund our working capital needs, debt
payments and other obligations, and to comply with the financial
covenants, including borrowing base limitations, under our ABL
Facility, depend on our future operating performance and cash flows
and many factors outside of our control, including the costs of raw
materials, the state of the overall automotive industry and
financial and economic conditions, including the continued impact
of COVID-19, and other factors. Based on those actions and current
projections of light vehicle production and customer demand for our
products, we believe that our cash flows from operations, cash on
hand, borrowings under our ABL Facility and receivables factoring
will enable us to meet our ongoing working capital requirements,
capital expenditures, debt service and other funding requirements
for the foreseeable future, despite the challenges facing the
industry."
As of March 31, 2023, Cooper Standard had cash and cash equivalents
totaling $105.8 million. Total liquidity, including availability
under the Company's amended senior asset-based revolving credit
facility, was $254.8 million at the end of the first quarter 2023.
Based on current expectations for light vehicle production and
customer demand for our products, the Company expects its current
solid liquidity, including access to flexible credit facilities,
will provide sufficient resources to support ongoing operations and
the execution of planned strategic initiatives for the foreseeable
future.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1320461/000132046123000079/cps-20230331.htm
About Cooper Standard
Cooper Standard (www.cooperstandard.com), headquartered in
Northville, Mich., with locations in 21 countries, is a global
supplier of sealing and fluid handling systems and components.
Utilizing the Company's materials science and manufacturing
expertise, the Company creates innovative and sustainable
engineered solutions for diverse transportation and industrial
markets.
Cooper-Standard reported a net loss of $217.79 million in 2022, a
net loss of $328.84 million in 2021, and a net loss of $269.37
million in 2020.
* * *
As reported by the TCR on Feb. 3, 2023, S&P Global Ratings raised
its issuer credit rating on U.S.-based Cooper-Standard Holdings
Inc. to 'CCC+' from 'SD' (selective default). S&P said "The
negative outlook reflects the risk that we could downgrade
Cooper-Standard if margin recovery is weaker than we expect because
of ongoing cost pressures and lower volumes, such that we think the
company could face near-term liquidity pressure."
CORELOGIC INC: Ares Capital Marks $155.7M Loan at 15% Off
---------------------------------------------------------
Ares Capital Corporation has marked its $155.7 million loan
extended to CoreLogic, Inc. and T-VIII Celestial Co-Invest LP to
market at $132.3 million or 85% of the outstanding amount, as of
March 31, 2023, according to a disclosure contained in Ares
Capital's Form 10-Q for the quarterly period ended March 31, 2023,
filed with the Securities and Exchange Commission.
Ares Capital is a participant in a Second lien senior secured loan
to CoreLogic, Inc. and T-VIII Celestial Co-Invest LP. The loan
accrues interest at a rate of 11.38% (LIBOR (M) + 6.50%) per annum.
The loan matures in June 2029.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
CoreLogic, Inc. and T-VIII Celestial Co-Invest LP provide
information, insight, analytics, software and other outsourced
services primarily to the mortgage, real estate and insurance
sectors.
CWI CHEROKEE: Gets Approval to Hire B. Riley as Investment Banker
-----------------------------------------------------------------
CWI Cherokee LF LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ B. Riley
Securities, Inc. as investment banker and financial advisor.
B. Riley will render these services:
(a) review and analyze, from a financial perspective, the
general business, operations, financial condition, and prospects of
the Debtor;
(b) assist the Debtor in the preparation of a confidential
descriptive memorandum;
(c) develop and review with the Debtor a schedule of the
investors/purchasers to whom the memorandum will be provided;
(d) assist the Debtor with other schedules, analyses and
communications relating to a transaction; and
(e) participate in negotiations regarding a transaction with
prospective investors/purchasers and interested parties.
B. Riley will be compensated as follows:
(a) an initial non-refundable fee of $25,000 and thereafter
three non-refundable monthly fees of $25,000; and
(b) in the event of a successful restructuring or disposition
of the Debtor's business or assets, a 2 percent commission based
upon the value of the transaction(s), with a minimum of $650,000
against which the initial and monthly fees would be credited.
Perry Mandarino, a senior managing director at B. Riley Securities,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Perry M. Mandarino
B. Riley Securities, Inc.
11100 Santa Monica Blvd., Suite 800
Los Angeles, CA 90025
Telephone: (310) 966-1444
Email: pmandarino@brileyfin.com
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.
The Debtor tapped John A. Christy, Esq., at Schreeder, Wheeler &
Flint, LLP as bankruptcy counsel; Burr & Forman, LLP as special
environmental counsel; Mazzone & Associates, LLC as financial
advisor; Scott Galanti, CPA as accountant; and B. Riley Securities,
Inc. as investment banker and financial advisor.
DIAMOND SCAFFOLD: Amends Unsecured Claims Pay Details
-----------------------------------------------------
Diamond Scaffold Services, LLC, submitted a First Amended
Disclosure Statement accompanying Plan of Reorganization dated May
8, 2023.
Projections attached to this Amended Disclosure Statement show that
unsecured creditors will have more certainty of receiving some
payment.
The Debtor estimates that each unsecured creditor will receive
payment in the range of approximately 20% (if the Court determines
that the Debtor owns the scaffolding and Sertant's unsecured claim
is $4.054 million or more as filed) or 71% (if the Court determines
that the Debtor owns the scaffolding and determines Sertant's
unsecured claim is approximately $1.5 million as Debtor suggests)
of its Allowed Unsecured Claim. If the Court determines that
Sertant is the owner of the scaffolding and the Debtor assumes the
lease, the minimum pro rata payment to unsecured will be in the
range of 38% to 89%.
During the case, the Debtor attempted to realize the value of its
assets in order to pay its creditors by offering those assets for
sale. An auction was conducted by SC&H on March 1, 2023. Only one
party, Contractors' Access, LLC, submitted a bid for substantially
all of the Debtor's assets. Its qualifying bid was $5 million.
Contractors' Access sought to purchase substantially all of the
Debtor's assets, including the scaffolding, other equipment, and
accounts receivable, and to take over the Debtor's customer
contracts for that amount. At auction, Contractors' Access
increased its bid to $8.5 million.
The Committee and Mazuma entered into a compromise whereby Mazuma
agreed to resolve its ownership interest in the Debtor's
scaffolding equipment under the Master Lease Agreement in
consideration for a $2,000,000 allowed secured claim. The Debtor
expects that the Committee and Mazuma will file a motion to have
the settlement approved under Bankruptcy Code 9019 prior to any
hearing on confirmation of the Debtor's Plan. The primary material
terms of the settlement in principle are incorporated into the Plan
provisions providing for treatment of Mazuma's claim.
This plan provides two alternate funding mechanisms: (1) funding
over 6 years through the Debtor's business operations, or (2)
funding from a sale of substantially all of the Debtor's assets at
some point in the future. Except in the event of a sale of all or
substantially all of the Debtor's assets as described in Article 7,
the Debtor proposes to fund a6-year plan of reorganization through
continued operations.
Class 14 consists of General Unsecured Non-Priority Creditors. Each
Holder off an Allowed Class 14 Claim creditor shall receive, in
full satisfaction of such creditor's Allowed Unsecured Claim, such
creditor's pro rata share of the Unsecured Creditors' Fund.
The Debtor shall pay an amount equal to 80% of its net income, but
in no instance less than $752,000.00 or more than $1,500,000.00,
each year into the Unsecured Creditor's Fund, which shall be
maintained by the Debtor, for 6 years as follows: (a) the Debtor
shall make the first annual deposit into the Unsecured Creditors'
Fund, which shall be based on the Debtor's net profit for 2023, no
later than March 1, 2024; and (b) the Debtor shall make all
subsequent deposits into the Unsecured Creditors' Fund each year on
or before March 1. The minimum that the Debtor may deposit into the
Unsecured Creditors' Fund over the six-year Plan term is $4,512,000
million ($752,000 for 6 years) (the "Minimum Unsecured Creditors'
Fund"). The maximum that the Debtor may deposit into the Unsecured
Creditors' Fund over the six-year Plan term is $9,000,000.
The Debtor shall make six annual payments to each Holder of an
Allowed Unsecured Claim, each such payment being equal to such
Holder's pro rata share of the Unsecured Creditor's Fund for that
particular calendar year, beginning no later than March 15, 2024
and continuing on the same day of each year for 5 years.
Notwithstanding the foregoing, no Class 14 creditor shall receive
more than its Allowed Class 14 Claim. Class 14 is impaired and
entitled to vote on the Plan. Under the Plan, each Holder of an
Allowed Class 14 Claim shall also receive its pro rata share of the
net proceeds of the Litigation Trust, if any.
Class 15 comprises all Equity Interests in the Debtor. Under the
Plan, Jewell Sumrall shall pay a New Value Contribution of $250,000
into the Unsecured Creditors' Fund in five equal annual
installments of $50,000. As of the Effective Date, Jewell Sumrall
will pay the first installment of the New Value Contribution and
either (1) retain the Equity Interests in the Reorganized Debtor;
or (2) at his option, the Equity Interests in the Debtor may be
cancelled and new common stock issued to the New Equity Holder in
the Reorganized Debtor.
The sole source of funding for the New Value Contribution will be
Mr. Sumrall's salary from the Debtor, which shall remain at
$260,000 following confirmation of the Debtor's Plan. As reflected
on his personal financial statements, Mr. Sumrall has no other
significant assets to sell or leverage to obtain additional funds
to increase the New Value Contribution. The Debtor believes that
the New Value Contribution exceeds the value of Mr. Sumrall's
equity in the Debtor. This was confirmed by the results of the
auction. The highest bid for substantially all of the Debtor's
assets at the auction was $8.5 million. The Debtor's debt totals
approximately $11,470,863.23 to 15,521,398.72, creating negative
equity.
The Debtor's Plan proposes two alternative funding methods. The
first is funding by continuing to operate its scaffolding business.
The Debtor's 5-year income and expense forecasts project annual
gross income averaging between $7.6 million and $8.55 million and
net income averaging between $940,000 and $1,980,000. These
projections reflect that the Debtor will generate sufficient cash
flow to pay in full the (a) Allowed Secured Claims, (b) the Allowed
Administrative Expenses, (c) the Allowed Priority Claims, and to
pay a minimum of $2,000,000.00 into Unsecured Creditor's Fund to be
distributed on a pro-rata basis among Allowed Unsecured Creditors.
The Debtor has built up a reserve of approximately $500,000 during
this case, which will be applied toward payment of administrative
expense and priority claims.
The equity holder in Debtor shall make a New Value Contribution of
$250,000 in consideration of retaining his equity or being issued
new equity in the Reorganized Debtor. The New Equity Contribution
shall be paid in equal installments of $50,000 over 5 years.
A full-text copy of the First Amended Disclosure Statement dated
May 8, 2023 is available at https://bit.ly/42KNGax from
PacerMonitor.com at no charge.
Counsel for Debtor:
Alexandra K. Garett, Esq.
Matthew C. Butler, Esq.
Silver Voit & Garrett, Attorneys at Law, P.C.
4317-A Midmost Dr.
Mobile, AL 36609-5589
Tel: (251) 343-0800
Fax: (251) 251-343-0800
Email: agarrett@silvervoit.com
mbutler@silvervoit.com
About Diamond Scaffold Services
Diamond Scaffold Services LLC -- https://www.diamondscaffold.com/
-- is an authorized distributor of Ring-lock, Cup-lock, Shoring,
and Frame Scaffold.
Diamond Scaffold Services sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ala. Case No. 22-11208) on June
21, 2022, with between $1 million and $10 million in assets and
between $10 million and $50 million in liabilities. Jewell Wayne
Sumrall, president of Diamond Scaffold Services, signed the
petition.
Judge Jerry C. Oldshue oversees the case.
The Debtor tapped Alexandra K. Garrett, Esq., at Silver, Voit &
Garrett as bankruptcy counsel; Jason R. Watkins, Esq., as special
counsel; and SC&H Group, Inc. as investment banker.
DIAMOND SPORTS: Committee Taps FTI Consulting as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Diamond Sports Group, LLC and its affiliates
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ FTI Consulting, Inc. as financial
advisor.
The firm will render these services:
(a) assistance in the review of financial related disclosures
required by the court;
(b) assistance in the preparation of analyses required to
assess any proposed use cash collateral;
(c) assistance with the assessment and monitoring of the
Debtors' short term cash flow, liquidity, and operating results;
(d) assistance with the assessment of the Debtors' cash
management system and evaluation of intercompany transactions;
(e) assistance in the review of other financial information
prepared by the Debtors;
(f) assistance in the research and evaluation of industry
trends and impact on the go-forward viability of the Debtors'
business;
(g) assistance with the review of the Debtors' cost/benefit
analyses with respect to the assumption or rejection of various
executory contracts and/or unexpired leases;
(h) assistance with the review of the Debtors' identification
of potential cost right-sizing;
(i) assist with the review and analysis of the Debtors'
contemplated transition plan and separation from Sinclair Broadcast
Group, Inc. and certain of its affiliates;
(j) assistance with the identification of unencumbered
assets;
(k) assistance with analyzing entity-level value waterfalls
and potential recoveries with respect to any proposed plan of
reorganization;
(l) assistance in the evaluation and analysis of avoidance
actions;
(m) assistance with the review of any key employee incentive,
management incentive, and any key employee retention and other
employee benefit programs proposed by the Debtors;
(n) assistance with the review of the Debtors' analysis of
core business assets and the potential disposition or liquidation
of non-core assets;
(o) assistance with review of any tax issues associated with,
but not limited to, claims/stock trading, preservation of net
operating losses, refunds due to the Debtors, plans of
reorganization, and asset sales;
(p) assistance in the review of the claims reconciliation and
estimation process;
(q) attendance at meetings and assistance in discussions with
the Debtors, potential investors, banks, other secured lenders, ad
hoc creditor groups, the committee and any other official
committees organized in these Chapter 11 cases, the U.S. Trustee,
other parties in interest and professionals hired by the same, as
requested;
(r) assistance in the review and/or preparation of information
and analyses necessary for the confirmation of a plan and related
disclosure statement and plan documents in these Chapter 11 cases;
(s) assistance in the prosecution of committee
responses/objections to the Debtors' motions, applications, or
other pleadings, as required by the committee; and
(t) render such other general business consulting or such
other assistance as the committee or its counsel may deem
necessary.
The hourly rates of the firm's professionals are as follows:
Senior Managing Directors $1,125 - $1,495
Directors/Senior Directors/Managing Directors $835 - $1,055
Consultants/Senior Consultants $475 - $750
Administrative/Paraprofessionals $175 - $325
In addition, the firm will seek reimbursement for expenses
incurred.
Andrew Scruton, a senior managing director at FTI Consulting,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Andrew Scruton
FTI Consulting, Inc.
1166 Avenue of the Americas, 15th Floor
New York, NY 10036
Telephone: (212) 247-1010
Email: andrew.scruton@fticonsulting.com
About Diamond Sports Group
Diamond Sports Group, LLC operates as a sports marketing company.
It 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. Texas 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,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler
Pickering Hale and Dorr, LLP as special corporate and litigation
counsel; AlixPartners, LLP as financial advisor; Moelis & Company,
LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax,
LLP as tax advisor; Deloitte Financial Advisory Services, LLP as
accountant; and Deloitte Consulting, LLP as consultant. Kroll
Restructuring Administration, LLC is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel; FTI
Consulting, Inc. as financial advisor; and Houlihan Lokey Capital,
Inc. as investment banker.
DIAMOND SPORTS: Committee Taps Houlihan Lokey as Investment Banker
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Diamond Sports Group, LLC and its affiliates
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Houlihan Lokey Capital, Inc. as its
investment banker.
Houlihan will render these services:
(a) analyze business plans and forecasts of the Debtors;
(b) evaluate the assets and liabilities of the Debtors;
(c) assess the financial issues and options concerning (i) the
sale of the Debtors, either in whole or in part, and (ii) the
Debtors' Chapter 11 plan(s) of reorganization or liquidation or any
other Chapter 11 plan(s);
(d) provide such financial analyses as the committee may
require in connection with these Chapter 11 cases;
(e) assist in the evaluation of an appropriate capital
structure for the Debtors;
(f) analyze strategic alternatives available to the Debtors;
(g) evaluate the Debtors' capital structure and debt capacity
in light of its projected cash flows;
(h) assist the committee with the financial review of
transactions entered into by the Debtors with related parties and
potential litigation with respect thereto;
(i) assist the committee in identifying potential alternative
sources of liquidity in connection with any Chapter 11 plan(s) or
otherwise;
(j) evaluate financial and capital raising alternatives
available to the Debtors;
(k) represent the committee in negotiations with the Debtors
and third parties with respect to any of the foregoing;
(l) provide testimony in court on behalf of the committee with
respect to any of the foregoing, if necessary; and
(m) provide such other investment banking services.
Houlihan will be compensated as follows:
(a) a monthly cash fee of $175,000; and
(b) a deferred fee of $4,500,000.
Saul Burian, a managing director at Houlihan Lokey Capital,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Saul Burian
Houlihan Lokey Capital, Inc.
245 Park Avenue, 20th Fl.
New York, NY 10167
Telephone: (212) 497-4245
Facsimile: (212) 661-3070
About Diamond Sports Group
Diamond Sports Group, LLC operates as a sports marketing company.
It 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. Texas 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,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler
Pickering Hale and Dorr, LLP as special corporate and litigation
counsel; AlixPartners, LLP as financial advisor; Moelis & Company,
LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax,
LLP as tax advisor; Deloitte Financial Advisory Services, LLP as
accountant; and Deloitte Consulting, LLP as consultant. Kroll
Restructuring Administration, LLC is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel; FTI
Consulting, Inc. as financial advisor; and Houlihan Lokey Capital,
Inc. as investment banker.
DIAMOND SPORTS: Panel Taps Akin Gump Strauss Hauer as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Diamond Sports Group, LLC and its affiliates
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Akin Gump Strauss Hauer & Feld LLP as
its counsel.
The firm will render these legal services:
(a) advise the committee with respect to its rights, duties,
and powers in the Chapter 11 cases;
(b) assist and advise the committee in its consultations and
negotiations with the Debtors relative to the administration of the
Chapter 11 cases;
(c) assist the committee in analyzing the claims of the
Debtors' creditors and capital structure and in negotiating with
holders of claims and equity interests;
(d) assist the committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and their insiders, and of the operation of the Debtors' business;
(e) assist the committee in its analysis of, and negotiations
with, the Debtors or any third-party concerning matters related to,
among other things, the assumption or rejection of certain leases
of non-residential real property and executory contracts, asset
dispositions, financing of other transactions and the terms of any
plan of reorganization or liquidation for the Debtors and
accompanying disclosure statement and related plan documents;
(f) assist and advise the committee as to its communications
to the general creditor body regarding significant matters in the
Chapter 11 cases;
(g) represent the committee at all hearings and other
proceedings before this court;
(h) review and analyze applications, orders, statements of
operations and schedules filed with the court and advise the
committee as to their propriety, and to the extent deemed
appropriate by the committee, support, join or object thereto;
(i) advise and assist the committee with respect to any
legislative, regulatory or governmental activities;
(j) assist the committee in preparing pleadings and
applications as may be necessary in furtherance of the committee's
interests and objectives;
(k) assist the committee in its review and analysis of the
Debtors' various agreements;
(l) prepare, on behalf of the committee, any pleadings in
connection with any matter related to the Debtors or the Chapter 11
cases;
(m) investigate and analyze any claims belonging to the
Debtors' estates; and
(n) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the committee.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,300 – $2,145
Senior Counsel $940 – $1,550
Counsel $1,120 – $1,500
Associates $735 – $1,175
Paraprofessionals $215 – $510
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also provided the following in response to the request for
additional information set forth in Section D of the Revised U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: Akin Gump did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement; the hourly rates set forth in the application and
this declaration are consistent with (i) market rates for
comparable services and (ii) the rates that Akin Gump charges and
will charge other comparable Chapter 11 clients, regardless of the
location of the Chapter 11 case.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: No rate for any of the professionals included in this
engagement varies based on the geographic location of the
bankruptcy case.
Question: If you represented the client in the twelve months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the twelve months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and reasons for the difference.
Answer: Akin Gump did not represent any member of the committee
in connection with the Chapter 11 cases prior to its retention by
the committee.
Question: Has your client approved your respective budget and
staffing plan, and if so, for what budget period?
Answer: Akin Gump expects to develop a prospective budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures, as to which Akin Gump
reserves all rights. The committee has approved Akin Gump's
proposed hourly billing rates.
Scott Alberino, Esq., a partner at Akin Gump Strauss Hauer & Feld,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Scott L. Alberino, Esq.
Akin Gump Strauss Hauer & Feld LLP
2001 K Street, N.W.
Washington, DC 20006
Telephone: (202) 887-4027
Email: salberino@akingump.com
About Diamond Sports Group
Diamond Sports Group, LLC operates as a sports marketing company.
It 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. Texas 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,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler
Pickering Hale and Dorr, LLP as special corporate and litigation
counsel; AlixPartners, LLP as financial advisor; Moelis & Company,
LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax,
LLP as tax advisor; Deloitte Financial Advisory Services, LLP as
accountant; and Deloitte Consulting, LLP as consultant. Kroll
Restructuring Administration, LLC is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld LLP as counsel; FTI
Consulting, Inc. as financial advisor; and Houlihan Lokey Capital,
Inc. as investment banker.
DONMAR PROPERTIES: Gets Initial Stay Order Under CCAA
-----------------------------------------------------
Donmar Properties Ltd. and 10058984 Manitoba Ltd. commenced
court-supervised
restructuring proceedings under the Companies' Creditors
Arrangement Act (Canada) ("CCAA"). Ernst & Young Inc. has been
appointed as monitor of the Companies for these CCAA proceedings
pursuant to an order of the Kings Bench (Winnipeg Centre) ("Court")
dated April 18, 2023 ("Initial Order").
Copies of the Initial Order and other related documents in
connection with these CCAA proceedings are posted on the
Monitor’s website at https://www.ey.com/ca/DonmarProperties.
The Initial Order grants, among other things, a stay of proceedings
for an initial 10-day period ("Stay Period"), which may be extended
by further Order of the Court from time-to-time.
During the Stay Period, all parties are prohibited from commencing
or continuing any legal proceedings against the Companies, and all
rights and remedies of all parties against or in respect of the
Applicants, their assets, business or the current or future
directors and officers are stayed and suspended, except as
permitted by subsection 11.03(2) of the CCAA, or with the written
consent of the Applicant and the Monitor or with leave of the
Court.
Except as permitted in the Initial Order, the Initial Order directs
the Companies to make no payments of principal, interest or
otherwise on account of amounts owing by the Applicant to its
creditors as of April 18, 2023.
No claims procedure has yet been submitted to or approved by the
Court and creditors are therefore not required to file proof of
claims at this time.
Further information in this matter, Contact Mr. Marcos Souza at:
Marcos.Souza@parthenon.ey.com or by telephone at (604) 891-8351.
Counsel for the Companies:
MLT Aikins LLP
360 Main Street, Suite 3000
Winnipeg, MB R3C 4G1
Fax: 204-957-0840
William E.J. Skelly
Tel: 604-608-4597
Email: wskelly@mltaikins.com
J.J. Burnell
Tel: 204-957-4663
Email: jburnell@mltaikins.com
Anjali Sandhu
Tel: 204-957-4760
Email: asandhu@mltaikins.com
Monitor can be reached at:
Ernst & Young Inc.
1133 Melville Street, Suite 1900
Vancouver, BC V6E 4E5
Tel: (604)-891-8200
Fax: (604)-899-3530
Kevin Brennan
Email: kevin.b.brennan@parthenon.ey.com
Peter Venetsanos
Email: peter.venetsanos@parthenon.ey.com
Counsel for the Monitor:
Pitblado LLP
Attn: Catherine Howden
2500-360 Main Street
Winnipeg, MB R3C 4H6
Tel: 204-956-3532
Fax: 204-957-0227
Email: howden@pitblado.com
Donmar Properties Ltd. operates in the Province of Manitoba as a
real estate development company.
ENVIVA INC: Fitch Lowers LongTerm IDR to 'B+', Outlook Negative
---------------------------------------------------------------
Fitch Ratings has downgraded Enviva Inc.'s (EVA) Long-Term Issuer
Default Rating (IDR) to 'B+' from 'BB-' and downgraded its senior
unsecured rating to 'B+'/'RR4' from 'BB-'/'RR4' and assigned a
Negative Rating Outlook.
The downgrade and Negative Outlook reflect a significant reduction
in Q1 and projected FY23 earnings relative to prior projections
which places pressure on leverage metrics and highlights greater
operating risks not reflected in current ratings. Increased
operating costs and lower than expected production were the main
drivers. As a result, management has lowered FY23 Adjusted EBITDA
which will result in an increase in projected FY23 FFO leverage to
6.0x from Fitch's previous projection of 5.0x. Fitch will resolve
the Negative Outlook following the achievement of demonstrated cost
control in line with management expectations and increased
production. Continued poor operating performance would likely lead
to further negative rating actions.
KEY RATING DRIVERS
Increased Costs: Fitch is concerned about the magnitude of rising
costs and significant reduction in projected FY23 EBITDA relative
to prior expectations. Management recently lowered FY23 Adjusted
EBITDA guidance by $95 million to $225 million at the midpoint,
which is less than the approximately $300 million EBITDA Fitch had
previously projected. Increased production costs including labor
along with materially lower optimization and efficiency synergies
resulted in lower than anticipated pellet production levels.
Greater cost control and strong plant performance will be key to
maintaining current ratings.
Leverage Pressured: Given the reduction in projected earnings Fitch
now expects EBITDA leverage metrics to increase to approximately
6.0x in fiscal years 2023-2024 as capex peaks and declines to an
average of 4.8x in 2025-2026 as plants are placed in service. These
leverage levels in the near term are roughly a full turn higher
than expected. Management remains committed to maintain EBITDA
leverage targets in the 3.5x-4.0x, range as defined in the credit
agreement. Leverage remains pressured as Enviva focuses on building
two new wood pellet production plants (Epes and Bond) to support
its growing contract backlog. Fitch expects management to use a mix
of operating cashflows and cash on hand to help fund future
liquidity needs and future deleveraging comes from earnings
growth.
Elimination of Dividend Bolsters Liquidity: Management has
eliminated its shareholder dividend to bolster liquidity and
support current ratings. This will result in an additional $1
billion of liquidity over the next four years (2023-2026). Fitch
expects that cash flows will be generated under contracts with
creditworthy counterparties and that future funding needs will be
financed by mix of cash from operations, cash on hand and debt.
Negative Gross Margin Deferral Impact: Fitch remains concerned
about impact of lower production volumes and plant availability on
earnings and cash flows. Enviva has $5 million of gross margin
deferrals in Q1 and $89 million for FY22. Under GAAP accounting,
$89 million of gross margin generated from the sale of wood pellets
during 4Q22 to a major customer will not be recognized until
2024-2025, when the customers purchase of wood pellet volumes under
its long-term contracts with EVA exceeds 1.8 MTPY -- the amount of
wood pellet purchases by EVA from the same customer as a result of
a purchase agreement signed in 4Q22 with deliveries scheduled in
2023-2025. Sustained gross margin deferrals could place further
pressure on ratings.
New Plant Increases Scale: Enviva is moving forward with the
construction of its new 1.1 million MTPY pellet production plant in
Bond, Mississippi to meet growing customer demand in Europe, the
Caribbean and Asia. The Bond plant is the third of four planned
pellet production facilities at company's growing Pascagoula
cluster of assets which includes a deep-water shipping terminal.
This will be the second production plant that will be under
construction at the Pascagoula terminal after the company broke
ground on its plant in Epes, Alabama last year.
The Epes plant has an expected in-service date in 2024 and the Bond
plant in 2025. Due to strong demand, the EVA expects to build four
new plants over the next four years through an EPC contractor with
each plant expected to cost $375 million on average. These costs
are up from $250 million in 2022. The signing of an EPC contract
would mitigate concerns around increasing costs and execution
risks.
Volume Growth Under Long-Term Contracts: EVA maintains a robust
pipeline of projects and contracts under negotiation that provide a
pathway for significant growth over the next few years. EVA has a
weighted average remaining term of approximately 114 years and
contracted revenue backlog of approximately $23 billion for its
overall contract portfolio. The demand is supported by favorable
regulatory environments, especially in the EU and Asia.
Creditworthy Counterparties: Enviva's contracts are primarily with
large creditworthy counterparties, and Fitch expects a significant
increase in the diversification of EVA's customer base over the
next few years. Enviva continues to grow its customer base and
recently announced three new contracts with European customers in
Q1 2023 following the signing of nine new contracts in 2022. In
2022, nearly all (84%) of EVA's revenue was generated from six
major customers. Contracts with Drax Power Limited (a subsidiary of
Drax Group Holdings Limited [BB+/Stable]), Lynemouth Power Limited,
MGT Power, Orsted A/S (BBB+/Stable), Sumitomo Corp. and Mitsubishi
Corp. represent substantially all of EVA's expected product sales
in 2023.
Fitch has increased Enviva's ESG relevance scores for Governance
and Management Strategy following a significant reduction in FY 23
earnings relative to prior expectations. This change also reflects
Fitch's concern over the operational issues at the plants and the
company's inability to meet production levels as expected. This
material adjustment highlights greater than expected operating and
execution risks.
DERIVATION SUMMARY
EVA is the world's leading supplier of utility-grade wood pellets
to major power generators across the globe. The company's cash flow
is supported by long-term take-or-pay contracts with utilities and
power generators that are currently subsidized by their local
government to produce electricity using renewable energy sources,
such as biomass. There are limited publicly traded comparable
companies for EVA given the size of the biomass sector as well as
the competitive landscape.
EVA is growing rapidly, but exhibits a much smaller scale of
operations than peers with expected annual EBITDA of $225 million
in the near term. While EVA's credit profile is currently hindered
by its small scale of operations, its ratings are reflective of
long-term take-or-pay contract profile and a supportive regulatory
environment for the biomass industry. Atlantica Sustainable
Infrastructure Plc (AY; BB+/Stable) is a comparable for EVA in the
renewable energy space.
AY is a dividend, growth-oriented company that owns and manages a
diversified portfolio of contracted assets underpinned by long-term
contracts with credit-worthy counterparties in the power and energy
markets. Like EVA, AY generates cash flow under contract prices
with counterparties that benefit from supportive government
policies. However, AY is roughly 3.0x larger than EVA by size and
cash flow.
Given greater than expected costs Fitch now expects FFO leverage
metrics to increase to approximately 6.0x in fiscal years 2023-2024
as capex peaks before strengthening thereafter to an average of
4.8x in 2025-2026 as plants are placed in service, which is higher
compared with AY's gross leverage ratio (HoldCo debt/CAFD) in the
mid- to high-3x range, but is positioned well with respect to the
higher rated YieldCo's negative sensitivity threshold of 4.0x.
Sunoco LP (BB+/Stable) is a comparable within the midstream space,
given that Sunoco also operates in a highly fragmented, competitive
wholesale motor fuel sector. Similar to EVA, Sunoco also has
12-year, take-or-pay fuel supply agreement with a 7-Eleven
subsidiary, under which Sunoco will supply approximately 2.2
billion gallons of fuel annually.
EVA's projected FFO leverage of 4.5x in 2025-2026 is similar to
Sunoco's, with YE 2022 FFO leverage at 4.2x and a long-term target
of 4.0x, EVA is one-third the size of Sunoco. Additionally, Fitch
also does not expect Sunoco to have major funding needs in the near
term.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Assumed $225 million of EBITDA in FY 2023 and slower growth
thereafter given increased costs;
- Accretive cash flow from construction of new pellet production
plants;
- Future construction of production plants averaging one per year;
- Capex averages $428 million per annum in 2023-2026;
- Regulatory environment remains supportive for the biomass
industry in the jurisdictions that EVA's customers operate in.
RATING SENSITIVITIES
Factors that could lead to the stabilization of the Rating
Outlook:
- Demonstrated cost control and strong plant performance including
plant utilization rates in line with management's targets;
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA Leverage below 5.0x.
- Continued increase in size and scale of operations with EBITDA
greater than $300 million;
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Inability to improve plant performance and demonstrate a track
record of stable operational performance;
- EBITDA Leverage above 6.0x;
- Sustained increase in costs or capex that strains liquidity and
pressures leverage;
- Significant credit event with counterparties, including
multi-notch downgrade at EVA's major counterparties, which will
impair future cash flow into EVA;
- Unfavorable changes in regulatory environment with regard to
treatment and subsidies supporting biomass power generation as
renewable generation.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Enviva increased its financial flexibility
since late 2021 by amending and extending its secured revolving
credit facility and under the same credit agreement, entered into a
$105 million secured term loan in January 2023. The credit facility
was upsized to $570 million from $525 million, borrowing costs
remain the same and the maturity was extended by approximately one
year to June 2027.
Enviva had approximately $418 million of liquidity available under
its $570 million revolving credit facility as of March 31, 2023
including $5 million of unrestricted cash on hand. Additionally,
Enviva has $216 million of restricted cash to fund the construction
of new wood pellet plants. Proceeds from the $105 million term loan
in January were used to reduce revolver borrowings. Fitch expects
the company to have adequate liquidity to finance plant expansions
and construction, fund its working capital needs. To alleviate
financing needs in the short term, management eliminated its
dividend and issued approximately $250 million of equity in March
2023. Fitch expects management to maintain a disciplined approach
in executing and funding its large capex program.
ISSUER PROFILE
Enviva Inc. is the world's largest supplier of utility-grade wood
pellets to major power generators by production capacity. The
company procures wood fiber and processes it into utility-grade
wood pellets, which are then transported to their customers
overseas through vessels.
ESG CONSIDERATIONS
Fitch has increased Enviva's ESG relevance scores for Governance
and Management Strategy to '5' from '3' following a significant
reduction in FY23 earnings relative to prior expectations. This
change also reflects Fitch's concern over the operational issues at
the plants and the company's inability to meet production levels as
expected. This material adjustment highlights greater than expected
operating and execution risks.
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
----------- ------ -------- -----
Enviva Inc. LT IDR B+ Downgrade BB-
senior
unsecured LT B+ Downgrade RR4 BB-
FKB LLC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: FKB LLC
FKB Studio
2001 Kitty Hawk Ave.
Building 990
Philadelphia, PA 19112
Business Description: FKB is a full-service fabrication studio
that creates emotionally transformative
experiences for brands, agencies,
communities, & developers.
Chapter 11 Petition Date: May 10, 2023
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Case No.: 23-11371
Judge: Hon. Patricia M. Mayer
Debtor's Counsel: Douglas G. Leney, Esq.
ARCHER & GREINER, P.C.
Three Logan Square
1717 Arch Street, Suite 3500
Philadelphia, PA 19103
Tel: 215-246-3151
Fax: 215-963-9999
Email: dleney@archerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Clifford James Barlow as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/6WVFJMY/FKB_LLC__paebke-23-11371__0001.0.pdf?mcid=tGE4TAMA
FLATIRON BUILDING: May 23 Auction for NY Property Set
-----------------------------------------------------
Pursuant to an interlocutory judgment dated Jan. 6, 2023, Peter A.
Axelrod, Esq., referee, will sell at public auction to be held at
the portico located at the top of the front steps of the New York
County Courthouse located at 60 Centre Street, New York, New York,
or such other spaces in said courthouse as the Court may designate
on May 23, 2023, at 2:30 p.m., the real property located at 175
Fifth Avenue, New York, New York, being the building known as the
The Flatiron Building and describe as follows: Block 851, Lot 1 on
the tax map of the Borough of Manhattan, and more particularly
described as follows:
All that certain plot, piece or parcel of land, lying and being in
the Borough of Manhattan, County City and State of New York, and
being more particularly bounded and describe as follows:
Beginning at the corner formed by the intersection of the
northerly side of East 22nd Street and easterly side of Fifth
Avenue.
Thence easterly along the northerly side of of East 22nd
Street, 85 feet 8 inches to the westerly side of Broadway.
Thence northerly along the westerly side of of Broadway, 214
feet 6 inches to the southerly side of Madison Square South.
Thence westerly along the southerly side of Madison Square
South, 2 feet to the easterly side of Fifth Avenue.
Thence southerly along the easterly side of Fifth Avenue, 197
feet 6 inches to the point or place of Beginning.
At the conclusion of the auction sale, the successful bidder will
required to (i) tinder a deposit of $100,000 in the form of a bank
check or money order made payable to "Peter A. Axelrod, Esq.,
Referee", (ii) satisfy the referee that it has the financial
capability to close the purchase of the property within the time
frame set by the interlocutory judgment and terms of sale, and
(iii) agree to be bound by the terms of the interlocutory judgment
and terms of sale, including but not limited to the terms
specifying the successful bidder's liability for damages in the
event of a default; and to pay a down payment of 10% of the amount
of the successful bid as detailed in the interlocutory judgment and
terms of sale for other conditions applicable to this auction.
FLORIDA FOOD: Ares Capital Marks $500,000 Loan at 20% Off
---------------------------------------------------------
Ares Capital Corporation has marked its $ 500,000 loan extended to
Florida Food Products, LLC to market at $400,000 or 80% of the
outstanding amount, as of March 31, 2023, according to a disclosure
contained in Ares Capital's Form 10-Q for the quarterly period
ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to Florida Food Products, LLC. The loan accrues interest at a rate
of 9.84% (LIBOR (M) + 5%) per annum. The loan matures in October
2028.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Headquartered in Eustis, Florida, Florida Food Products, LLC is a
producer of vegetable and fruit based clean label ingredients. The
company was acquired by Ardian and MidOcean Partners in 2021.
FREEDOM MISSIONARY: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The U.S. Trustee for Region 8 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Freedom Missionary Baptist Church.
About Freedom Missionary Baptist Church
Freedom Missionary Baptist Church sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21760) on
April 10, 2023, with $500,001 to $1 million in assets and $100,001
to $500,000 in liabilities. Judge Denise E. Barnett oversees the
case.
John E. Dunlap, Esq., is the Debtor's bankruptcy counsel.
FTX TRADING: Court Approves Sale of LedgerX to Miami Exchange
-------------------------------------------------------------
Bankrupt crypto exchange FTX Trading Ltd. got a Delaware bankruptcy
court's approval Thursday, May 4, 2023, to sell its LedgerX LLC
derivatives platform and clearinghouse business to a subsidiary of
global trading company Miami International Holdings Inc. after no
one raised objections to the $35 million cash sale.
LedgerX was one of the few solvent pieces of Sam Bankman-Fried's
former empire. The deal would give the exchange, known as MIAX and
owned by Miami International Holdings Inc., a registered platform
to expand its presence in the crypto industry.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10, 2022, showing FTX had
$13.86 billion in liabilities and $14.6 billion in assets.
However, only $900 million of those assets were liquid, leading to
the cash crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
GLOBAL MEDICAL: Ares Capital Marks $12.4M Loan at 30% Off
---------------------------------------------------------
Ares Capital Corporation has marked its $12.4 million loan extended
to Global Medical Response Inc and GMR Buyer Corp to market at $8.7
million or 70% of the outstanding amount, as of March 31, 2023,
according to a disclosure contained in Ares Capital's Form 10-Q for
the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to Global Medical Response Inc and GMR Buyer Corp. The loan accrues
interest at a rate of 9.20% (LIBOR (Q) + 4.25%) per annum. The loan
matures in March 2025.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Global Medical Response Inc and GMR Buyer Corp are a provider of
emergency air medical services.
GLOBAL MEDICAL: Ares Capital Marks $26M Loan at 30% Off
-------------------------------------------------------
Ares Capital Corporation has marked its $26 million loan extended
to Global Medical Response Inc and GMR Buyer Corp to market at
$18.1 million or 70% of the outstanding amount, as of March 31,
2023, according to a disclosure contained in Ares Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to Global Medical Response Inc and GMR Buyer Corp. The loan accrues
interest at a rate of 9.24% (LIBOR (Q) + 4.25%) per annum. The loan
matures in October 2025.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Global Medical Response Inc and GMR Buyer Corp are a provider of
emergency air medical services.
GLOBAL MEDICAL: Ares Capital Marks $95.4M Loan at 30% Off
---------------------------------------------------------
Ares Capital Corporation has marked its $95.4 million loan extended
to Global Medical Response Inc and GMR Buyer Corp to market at
$66.8 million or 70% of the outstanding amount, as of March 31,
2023, according to a disclosure contained in Ares Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in a Second lien senior secured loan
to Global Medical Response Inc and GMR Buyer Corp. The loan accrues
interest at a rate of 11.59% (LIBOR (M) + 6.75%) per annum. The
loan matures in December 2029.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Global Medical Response Inc and GMR Buyer Corp are a provider of
emergency air medical services.
GLOBALSTAR INC: Incurs $3.5 Million Net Loss in First Quarter
-------------------------------------------------------------
Globalstar, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $3.48 million on $58.64 million of total revenue for the three
months ended March 31, 2023, compared to a net loss of $20.46
million on $32.77 million of total revenue for the three months
ended March 31, 2022.
As of March 31, 2023, the Company had $844.55 million in total
assets, $162.69 million in total current liabilities, $372.01
million in total non-current liabilities, and $309.85 million in
total stockholders' equity.
"Globalstar had record growth in the first quarter, with operating
income up over 150% and an over 80% reduction in GAAP net loss,
each led by a nearly 80% increase in total revenue over the first
quarter of 2022, and we are poised to deliver sustainable revenue
growth throughout 2023. Notably, Adjusted EBITDA increased over
200% with a healthy margin of 56%, up from 31% over the prior
year's quarter," commented Dave Kagan, chief executive officer of
Globalstar. Kagan continued, "In addition to record financial
growth and as highlighted in this release, we continue to execute
along our four pillars - wholesale, legacy, IoT and terrestrial
spectrum - which together make Globalstar a disruptive player in
our industry."
Jay Monroe, Globalstar executive chairman, concluded, "It would be
hard to ignore the market and speculative implications around the
almost daily satellite headlines related to competitive service
offerings from new or existing satellite providers. While most
alternatives are still in concept and testing mode, Globalstar is
today enabling groundbreaking service offerings that are saving
lives across our product portfolio. Of course, we do not believe
the current market price of our stock reflects our company's value.
All we can do is continue to execute."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1366868/000136686823000056/gsat-20230331.htm
About Globalstar, Inc.
Globalstar empowers its customers to connect, transmit and
communicate in smarter ways – easily, quickly, securely, and
affordably – offering reliable satellite and terrestrial
connectivity services as an international telecom infrastructure
provider. The Company's LEO satellite constellation assures secure
data transmission for connecting and protecting assets, delivering
key operational data, and saving lives - from any location - for
consumers, businesses, and government agencies across the globe.
Globalstar's terrestrial spectrum, Band 53/n53, offers carriers,
cable companies, and system integrators a versatile, fully licensed
channel with a growing ecosystem to improve customer wireless
connectivity. In addition to SPOT GPS messengers, Globalstar
offers next-generation IoT hardware and software products for
efficiently tracking and monitoring assets, processing smart data
at the edge, and managing analytics with cloud-based telematics
solutions to drive safety, productivity, and profitability.
Globalstar reported a net loss of $256.91 million in 2022, a net
loss of $112.62 million in 2021, and a net loss of $109.64 million
in 2020.
GOLYAN ENTERPRISES: Case Summary & Nine Unsecured Creditors
-----------------------------------------------------------
Debtor: Golyan Enterprises, LLC
99-44 62nd Avenue
Rego Park, NY 11374
Business Description: The Debtor is the owner of residential
apartment building located at 99-44 62nd
Avenue Rego Park, NY 11374 valued at
$12 million.
Chapter 11 Petition Date: May 11, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-41647
Debtor's Counsel: Avrum J. Rosen, Esq.
LAW OFFICES OF AVRUM J. ROSEN, PLLC
38 New St
Huntington, NY 11743-3327
Tel: 631-423-8527
Fax: 631-423-4536
Email: arosen@ajrlawny.com
Total Assets: $12,000,500
Total Liabilities: $10,472,736
The petition was signed by Faraidoon Golyan as co-managing member.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/GQV2P2A/Golyan_Enterprises_LLC__nyebke-23-41647__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Nine Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. MetroPCS Communications $0
2250 Lakeside Blvd Richar
Richardson, TX 75082
2. MetroPCS New York, LLC $0
c/o Corporation Service C
Suite 400
Wilmington, DE 19808
3. MetroPCS, LLC $0
139 Lakeside Blvd
Richardson, TX 75082
4. NYC Environmental Protect Water Bill $69,933
59-17 Junction Blvd
Elmhurst, NY 11373
5. NYS Dept. of Tax. & Fin. $0
Attn: Office of Counsel
W.A. Harrison Campus
Bldg. 9
Albany, NY 12227
6. T-Mobile Holding GMBH $0
12920 S.E. 38th St
Bellevue, WA 98006
7. The People of the State NY $0
c/o NYS Attorney General
163 West 125th Street
Suite 1324
New York, NY 10027
8. William T. Driscoll, Esq. $0
Renfroe Driscoll Foster
11835 Queens Blvd, Suite
Forest Hills, NY 11375
9. Ziyoda Makhmudova $0
104-70 Queens Blvd
Suite 312
Forest Hills, NY 11375
GORDON BROTHERS: Blackrock Capital Marks $37.6M Loan at 58% Off
---------------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $37,686,148
loan extended to Gordon Brothers Finance Company to market at
$15,673,000 or 42% of the outstanding amount, as of March 31,
2023, according to a disclosure contained in Blackrock Capital's
Form 10-Q for the quarterly period ended March 31, 2023, filed with
the Securities and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in an unsecured debt loan to
Gordon Brothers Finance Company. The loan accrues interest at a
rate of 17.84% (LIBOR (M) +11%, 1% Floor) per annum. The loan was
scheduled to mature on October 31, 2021.
The investment is on non-accrual status as of March 31, 2023 and
therefore non-income producing.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Gordon Brothers Finance Company provides financial solutions. The
Company offers asset valuation, disposition, liquidation,
investments, financing, and appraisal services. Gordon Brothers
Finance serves clients in the United States.
GREENSPACE BRANDS: Files CCAA Proceeding to Pursue Sale
-------------------------------------------------------
GreenSpace Group sought and obtained an initial order from the
Ontario Superior Court of Justice (Commercial List) pursuant to the
Companies' Creditors Arrangement Act. Pursuant to the Initial
Order, PricewaterhouseCoopers Inc. LIT was appointed as monitor of
the Companies.
During the CCAA proceedings, GreenSpace Group, with the assistance
of the Monitor, expects that it will continue to operate in the
normal course while it pursues a sale and investment solicitation
process to maximize value for the Companies and their stakeholders.
In this regard, certain entities in the GreenSpace Group have
entered into an asset purchase agreement with respect to the sale
of the Love Child Organics business which, subject to court
approval, will serve as the "stalking horse" bid in the sale
process.
Pursuant to the Initial Order, all proceedings against the
Companies, their directors and offices and the Monitor are stayed
and no such proceedings may be commenced or continued without leave
of the Court. The stay also prohibits any contractual parties from
ceasing to perform their contracts with the Companies on account of
the CCAA filings or their being any outstanding amounts due as of
the filing date. In addition, except as provided for the in the
initial order, all amounts owing by the Companies to their
creditors for the period prior to the filing date are stayed and
cannot be paid at this time.
A copy of the initial order is available on the Monitor's website
at https://www.pwc.com/ca/greenspace.
Further information in respect to the Companies' CCAA proceedings,
contact the Monitor at:
PricewaterhouseCoopers Inc. LIT
Monitor of GreenSpace Brands Inc., Love Child(Brands) Inc.,
Central Roast Inc., and Life Choices Natural Foods Corp.
PwC Tower
18 York Street, Suite 2600
Toronto, ON M5J 0B2
Fax: +1 416 814 3219
Email: ca_greenspace@pwc.com
Tammy Muradova
Tel: 416-941-8383 ext. 14456
Email: tammy.muradova@pwc.com
Michelle Pickett
Tel: 416-815-5002
Email: michelle.pickett@pwc.com
Lindsay Pellett
Tel: 416-687-8775
Email: lindsay.s.pellett@pwc.com
Counsel for the Companies:
Goodsmans LLP
333 Bay Street, Suite 3400
Toronto, ON M5H 2S7
Christopher Armstrong
Tel: 416-869-6013
Email: carmstrong@goodmans.ca
Andrew Harmes
Tel: 416-849-6923
Email: aharmes@goodmans.ca
Nargis Fazli
Tel: 416-597-4203
Email: nfazli@goodmans.ca
Counsel for the Monitor:
Thornton Grout Finnigan LLP
100 Wellington St. West, Suite 3200
TD West Tower, Toronto-Dominion Centre
Toronto, ON M5K 1K7
Rebecca Kennedy
Tel: 416-304-0603
Email: rkennedy@tgf.ca
Alexander Soutter
Tel: 416-304-0595
Email: asouter@tgf.ca
GreenSpace Brands Inc. -- https://www.greenspacebrands.ca --
develops, markets, and sells food products.
H-FOOD HOLDINGS: Ares Capital Marks $26.3M Loan at 15% Off
----------------------------------------------------------
Ares Capital Corporation has marked its $26.3 million loan extended
to H-Food Holdings, LLC and Matterhorn Parent, LLC to market at
$22.4 million or 85% of the outstanding amount, as of March 31,
2023, according to a disclosure contained in Ares Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in First lien senior secured loan to
H-Food Holdings, LLC and Matterhorn Parent, LLC. The loan accrues
interest at a rate of 8.53% (LIBOR (M) + 3.69%) per annum. The loan
matures in May 2025.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
H-Food Holdings, LLC and Matterhorn Parent, LLC are a food contract
manufacturer.
H-FOOD HOLDINGS: Ares Capital Marks $73M Loan at 15% Off
--------------------------------------------------------
Ares Capital Corporation has marked its $73 million loan extended
to H-Food Holdings, LLC and Matterhorn Parent, LLC to market at
$62.1 million or 85% of the outstanding amount, as of March 31,
2023, according to a disclosure contained in Ares Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in Second lien senior secured loan to
H-Food Holdings, LLC and Matterhorn Parent, LLC. The loan accrues
interest at a rate of 11.84% (LIBOR (M) + 7%) per annum. The loan
matures in May 2026.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
H-Food Holdings, LLC and Matterhorn Parent, LLC are a food contract
manufacturer.
HAIRY DEALINGS: Seeks to Hire Elizabeth T. McGuire as Accountant
----------------------------------------------------------------
Hairy Dealings, Inc. seeks approval from the U.S. Bankruptcy Court
for the Middle District of Florida to employ Elizabeth T. McGuire
CPA LLC as its accountant.
The Debtor needs an accountant in the preparation of its 2022 tax
returns, and tax consulting services.
The firm will be paid on a flat rate in the amount of $500.
Elizabeth McGuire, CPA, disclosed in a court filing that her firm
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Elizabeth T. McGuire, CPA
Elizabeth T. McGuire CPA LLC
P.O. Box 292292
Tampa, FL 33687
Telephone: (813) 340-4883
About Hairy Dealings
Hairy Dealings, Inc. is a closely held Florida limited liability
company formed in 2019 for the purpose of acquiring and operating a
"Tune Up, The Manly Salon" franchise in Tampa, Florida. The Debtor
offers a unique haircut experience and full menu of modern men's
salon services, which also include complimentary cocktails or beer
with every visit.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00782) on March 1,
2023. In the petition signed by Johnnie R. Tilghman, president, the
Debtor disclosed up to $500,000 in both assets and liabilities.
Judge Catherine Peek McEwen oversees the case.
The Debtor tapped Daniel A. Velasquez, Esq., at Latham, Luna, Eden
& Beaudine, LLP as counsel and Elizabeth T. McGuire CPA LLC as
accountant.
HUDSON PACIFIC: Moody's Puts Ba1 Preferred Stock Rating on Review
-----------------------------------------------------------------
Moody's Investors Service has placed Hudson Pacific Properties,
L.P.'s ('Hudson Pacific') Baa3 senior unsecured debt rating and its
parent, Hudson Pacific Properties, Inc's Baa3 issuer rating on
review for downgrade. This action is due to the high likelihood
that net debt to EBITDA will remain higher than Moody's finds
acceptable over the next 4-6 quarters and that fixed charge
coverage will decline meaningfully in the same period. The recently
commenced screenwriters strike and the challenging leasing and
financing conditions for office properties, especially on the West
Coast, are fundamental factors weighing on income outlook and
funding costs. In the same rating action, Hudson Pacific
Properties, Inc.'s Ba1 preferred stock and (P)Ba1 preferred shelf
rating were also placed on review for downgrade.
On Review for Downgrade:
Issuer: Hudson Pacific Properties, Inc.
Issuer Rating, Placed on Review for Downgrade, currently Baa3
Pref. Stock, Placed on Review for Downgrade, currently Ba1
Pref. Stock Shelf, Placed on Review for Downgrade, currently
(P)Ba1
Issuer: Hudson Pacific Properties, L.P.
Backed Senior Unsecured Shelf, Placed on Review for Downgrade,
currently (P)Baa3
Backed Senior Unsecured Regular Bond/Debenture, Placed on Review
for Downgrade, currently Baa3
Outlook Actions:
Issuer: Hudson Pacific Properties, Inc.
Outlook, Changed To Rating Under Review From Stable
Issuer: Hudson Pacific Properties, L.P.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Hudson Pacific owns a high-quality portfolio of office properties
in the large West Coast markets that have outperformed the broader
market over the last three years. The REIT's proven track record
with developing and repositioning buildings to achieve strong
leasing outcomes and its laddered debt maturity schedule are other
positive credit considerations while the structural and secular
shifts that continue to pressure office leasing dynamics and the
challenging financing markets are significant credit negatives. Of
specific concern are Hudson Pacific's sizeable lease expirations in
2023 and 2024, as well as the impact of the recently commenced
screenwriter's strike on its studio segment income in 2023. The
REIT's debt maturity schedule is manageable; however without some
measure of asset sales and recovery in studio income, outstanding
draws on the credit facility will be elevated.
During the review, Moody's will focus on Hudson Pacific's ability
to address upcoming lease expirations, will obtain an update on the
length of the strike, consider the impact of the trends in the
individual segments on leverage and coverage, and reassess its
liquidity position.
The REIT's net debt to EBITDA (including Moody's standard
adjustments) will remain at close to 9.0x in 2023 and fixed charge
coverage will decline to the 2.2 -2.4x range from 2.8x in 2022.
Leasing outcome for the office expirations over the next few
quarters and post-strike activity in the studio segment will
influence earnings in 2024. However, Moody's forecasts that its net
debt to EBITDA will remain above 8x at YE 2024, and fixed charge
coverage will be in the mid 2x range.
At the end of Q1 2023, Hudson Pacific had $163 million of cash and
$665 million of available capacity on its revolver. After
quarter-end, it paid down a 2023 mortgage maturity drawing $150
million from its revolver. Its liquidity is adequate to meet its
2023/2024 capital needs. However the remaining cushion will decline
unless the REIT raises sufficient proceeds from asset monetization
to pay down debt and fund development and maintenance capital
expenditure.
The sub-factor score for social risk factor demographic and
societal trends has been revised to 4 (highly negative exposure)
from 3 (moderately negative exposure) reflecting the impact of the
secular and cyclical trends on office real estate leasing. For the
same reason, Hudson Pacific's social risk score was lowered to S-4
(highly negative) from S-3 (moderately negative).
Factors that could lead to an upgrade or downgrade of the ratings
will be updated once the review is completed.
Hudson Pacific Properties is a real estate investment trust (REIT)
focused on acquiring, repositioning, developing, and operating high
quality office and state-of-the-art media and entertainment
properties in select West Coast markets and Western Canada.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2022.
IDERA INC: Blackrock Capital Marks $2.8M Loan at 15% Off
--------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $2,867,296
loan extended to Idera Inc to market at $2,437,202 or 85% of the
outstanding amount, as of March 31, 2023, according to a disclosure
contained in Blackrock Capital's Form 10-Q for the quarterly period
ended March 31, 2023, filed with the Securities and Exchange
Commission on May 1, 2023.
Blackrock Capital is a participant in a Second lien Term loan to
Idera Inc. The loan accrues interest at a rate of 11.51% (LIBOR (Q)
+ 6.75%, 0.75% Floor) per annum. The loan matures on February 4,
2029.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Idera Inc is the parent company of a portfolio of brands that offer
B2B software including database tools, application development
tools, test management tools, and DevOps tools. It is headquartered
in Houston, Texas, and has offices in Australia, Austria, and the
United Kingdom.
IGN 401 PROPERTIES: Seeks Approval to Hire B2B Realty as Realtor
----------------------------------------------------------------
IGN 401 Properties, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to employ B2B Realty to
assist in the sale of its real estate.
The Debtor has agreed to pay B2B Realty a fee of 5 percent on the
first $100,000 of the sale proceeds and 4 percent on the remainder.
The commission is subject to being split with any buyer's agent.
Kevin Hoag, a real estate agent at B2B Realty, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kevin Hoag
B2B Realty
4324 Ridge Road
Brooklyn, OH, 44144
Telephone: (216) 465-4011
About IGN 401 Properties
IGN 401 Properties, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
23-50410) on March 26, 2023, with up to $1 million in both assets
and liabilities. Mark Bolenski, president, signed the petition.
Judge Alan M. Koschik oversees the case.
The Debtor tapped Steven J. Heimberger, Esq., at Roderick Linton
Belfance, LLP as counsel and Daniel C. Ferencz, CPA, as accountant.
IGN 401 PROPERTIES: Seeks to Hire Daniel C. Ferencz as Accountant
-----------------------------------------------------------------
IGN 401 Properties, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to employ Daniel Ferencz,
CPA, an accountant practicing in Brunswick, Ohio.
Mr. Ferencz will render these services:
(a) advise and represent the Debtor with respect to the
day-to-day accounting and financial needs;
(b) advise and represent the Debtor in connection with its
income tax and financial reporting, including but not limited to
filing tax returns; and
(c) evaluate and possibly reorganize its financial structure.
The Debtor has agreed to pay Mr. Ferencz at the hourly rate of
$95.
Mr. Ferencz disclosed in a court filing that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The accountant can be reached at:
Daniel C. Ferencz, CPA
1797 Pearl Road
Brunswick, OH 44212
Telephone: (330) 220-5900
Facsimile: (330) 220-2106
Email: dan@dcftax.com
About IGN 401 Properties
IGN 401 Properties, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
23-50410) on March 26, 2023, with up to $1 million in both assets
and liabilities. Mark Bolenski, president, signed the petition.
Judge Alan M. Koschik oversees the case.
The Debtor tapped Steven J. Heimberger, Esq., at Roderick Linton
Belfance, LLP as counsel and Daniel C. Ferencz, CPA, as accountant.
IMPLUS FOOTCARE: Ares Capital Marks $1.3M Loan at 15% Off
---------------------------------------------------------
Ares Capital Corporation has marked its $1.3 million loan extended
to Implus Footcare, LLC to market at $1.1 million or 85% of the
outstanding amount, as of March 31, 2023, according to a disclosure
contained in Ares Capital's Form 10-Q for the quarterly period
ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to Implus Footcare, LLC. The loan accrues interest at a rate of
14.30% (0.5% Payment In Kind) (SOFR (Q) +9.25%) per annum. The loan
matures in April 2024.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Implus Footcare, LLC markets footwear and outdoor accessories.
IMPLUS FOOTCARE: Ares Capital Marks $116.9M Loan at 15% Off
-----------------------------------------------------------
Ares Capital Corporation has marked its $116.9 million loan
extended to Implus Footcare, LLC to market at $99.4 million or 85%
of the outstanding amount, as of March 31, 2023, according to a
disclosure contained in Ares Capital's Form 10-Q for the quarterly
period ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to Implus Footcare, LLC. The loan accrues interest at a rate of
14.30% (1.50% Payment In Kind) (SOFR (Q) +9.25%) per annum. The
loan matures in April 2024.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Implus Footcare, LLC markets footwear and outdoor accessories.
INH BUYER: Blackrock Capital Marks $2.7M Loan at 22% Off
--------------------------------------------------------
Blackrock Capital Investment Corporation has marked its
$2,720,201loan extended to INH Buyer, Inc. (IMS Health) to market
at $2,129,917 or 78% of the outstanding amount, as of March 31,
2023, according to a disclosure contained in Blackrock Capital's
Form 10-Q for the quarterly period ended March 31, 2023, filed
with the Securities and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in a First lien Term loan (1.5%
Exit Fee) to INH Buyer, Inc. (IMS Health). The loan accrues
interest at a rate of 12% (SOFR (Q) + 1% floor) per annum. The loan
matures on June 28, 2028.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Danbury, CT-based IMS Health, Inc. provides critical sales and
other market intelligence primarily to pharmaceutical and biotech
companies.
INTEGRATED COOLING: Seeks to Hire Gulf Coast Tax as Accountant
--------------------------------------------------------------
Integrated Cooling Experts, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Florida to employ
Gulf Coast Tax as its accountant.
The Debtor needs an accountant to provide tax advice and
accounting/bookkeeping services. The firm may also assist in the
preparation of monthly operating reports.
Jeffrey Heddy, CPA, owner of Gulf Coast Tax, 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:
Jeffrey J. Heddy, CPA
Gulf Coast Tax
6202 N. 9th Ave, #6
Pensacola, FL 32504
Telephone: (850) 477-9102
Email: admin@gulfcoasttax.net
About Integrated Cooling Experts
Integrated Cooling Experts, Inc. operates an HVAC and equipment
repair and installation business in Gulf Breeze, Fla.
Integrated Cooling Experts sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30159) on
March 13, 2023. In the petition signed by Daniel Cotton, president,
the Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Jerry C. Oldshue, Jr. oversees the case.
The Debtor tapped Byron W. Wright III, Esq., at Bruner Wright, PA
as legal counsel and Jeffrey J. Heddy, CPA, at Gulf Coast Tax as
accountant.
J.W. CARR: Seeks Restructuring Under Canada's CCAA
--------------------------------------------------
J.W. Carr Holdings Ltd., Spruce Grove Industrial Park Inc., 272649
Alberta Ltd., 279896 Alberta Ltd., Grande Prairie Place Enterprises
(1996) Inc., 1170292 Alberta Ltd., and 627612 Alberta Ltd
("Companies") were granted an order ("Initial Order") by the
Alberta Court of King's Bench ("Court") and obtained creditor
protection under the Companies' Creditors Arrangement Act, as
amended ("CCAA").
The Initial Order granted the Companies various relief, including
but not limited to, imposing a stay of proceedings against the
Companies and their assets, appointing Ernst and Young Inc. as
Monitor, and providing the Companies an opportunity to prepare and
file a plan of arrangement or compromise under the CCAA for
consideration by its creditors and other stakeholders. Under the
Initial Order, the Companies are to continue to carry on business
in a manner consistent with the commercially reasonable
preservation of its respective business and assets.
A copy of the Initial Order granted can be found on the Monitor’s
website at https://www.ey.com/ca/jwcarr.
Further materials, orders of the Court, creditor listings,
Monitor's reports and other information relating to the the
Company's CCAA proceedings will be posted to the Monitor's website
as well.
If you are unable to obtain a copy of the Initial Order or other
documents filed on the Monitor's website as they become available,
please contact trina.m.sorbara@parthenon.ey.com and a copy of the
requested documents will be provided to you.
The Monitor can be reached at:
Ernsy & Young Inc.
EPCOR Tower
10423-101 Street, Suite 1400
Edmonton Alberta T5H 0E7
Tel: 780-638-6642 / 403-206-5061
Fax: 780-428-8977
Matt McCulloch
Email: matt.mcculloch@parthenon.ey.com
Peter Chisholm
Email: peter.chisholm@parthenon.ey.com
Counsel for the Monitor:
McCarthy Tetrault LLP
Suite 4000, 421 7th Aven. SW
Attn: Sean Collins
Tel: 403-260-3531
Email: scollins@mccarthy.ca
J.W. Carr Holdings Ltd. is a privately held real estate holding and
development companies which own a portfolio of real estate
properties.
JDC HEALTHCARE: Ares Capital Marks $4.9M Loan at 53% Off
--------------------------------------------------------
Ares Capital Corporation has marked its $4.9 million loan extended
to JDC Healthcare Management, LLC to market at $2.3 million or 47%
of the outstanding amount, as of March 31, 2023, according to a
disclosure contained in Ares Capital's Form 10-Q for the quarterly
period ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured
revolving loan to JDC Healthcare Management, LLC. The loan matures
in April 2024.
Ares Capital classified the Loan as non-accrual as of March 31,
2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
JDC Healthcare Management, LLC is a dental services provider.
JDC HEALTHCARE: Ares Capital Marks $41.4M Loan at 52% Off
---------------------------------------------------------
Ares Capital Corporation has marked its $41.4 million loan extended
to JDC Healthcare Management, LLC to market at $19.9 million or 48%
of the outstanding amount, as of March 31, 2023, according to a
disclosure contained in Ares Capital's Form 10-Q for the quarterly
period ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to JDC Healthcare Management, LLC. The loan matures April 2024.
Ares Capital classified the loan as non-accrual as of March 31,
2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
JDC Healthcare Management, LLC is a dental services provider.
LAKE DISTRICT: Seeks to Hire BBG Inc.as Valuation Consultant
------------------------------------------------------------
Lake District, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Tennessee to employ BBG, Inc. to
conduct a valuation of its real property at 3536 Canada Road,
Lakeland, Tenn.
The firm will be paid a fee of $17,750 for the valuation and $200
per hour for expert testimony. In addition, the firm will receive
reimbursement for travel and out-of-pocket expenses.
As disclosed in court filings, Lake District is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
John Praytor
BBG, Inc.
d/b/a BBG Real Estate Services
617 Renaissance Way Suite 100
Jackson, MS 39157
Tel: (601) 714-1665
About Lake District
The Lake District, LLC is a retail and residential development in
Lakeland, Tenn.
Lake District sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Tenn. Case No. 23-21496) on March 24, 2023, with
total assets of $80,244,507 and total liabilities of $47,247,115.
Yehuda Netanel, Lake District manager, signed the petition.
Judge Jennie D. Latta oversees the case.
The Debtor is represented by Michael P. Coury, Esq., at Glankler
Brown, PLLC.
LIBERTY VENTURES: Auction for NY Property Set for June 7
--------------------------------------------------------
In accordance with provisions of the Uniform Commercial Code as
enacted in New York, by virtue of certain events of default under a
certain amended and restated ownership interest pledge and security
agreement dated as of Oct. 18, 2018, executed by and delivered by
Daniel Shalom ("pledgor"), and in accordance with it rights as
holder of the security, MPLC Lender LLC ("secured party"), by
virtue of possession of that certain share certificate held in
accordance with Article 8 of the Uniform Commercial Code of the
State of New York and by virtue of the those certain UCC-1 filing
statement made in favor of Secured Party, all in accordance with
Article 9 of the Code, secured party will offer for sale at public
auctions, (i) all of pledgor's right, title and interests in and to
the following: Liberty Ventures LLC ("pledged entity"), and (ii)
certain related rights and property relating thereto.
Secured party's understanding is that the principal asset of the
pledged entity is that certain fee interest in the premise located
at 331 East 14th Street, New York, NY 10003 ("property").
Mannion Auctions LLC will conduct a public sale consisting of the
collateral via online bidding on June 7, 2023, at 2:30 p.m., in
satisfaction of an indebtedness in the approximate amount of
$5,014,266.79, including principal, interest on principal, and
reasonable fees and costs, plus default interest through June 7,
2023, subject to open charges and all additional costs, fees and
disbursements permitted by law. The secured party reserves the
right to credit bid.
Meeting Link: https://bit.ly/DSLibertyUCC
Meeting ID: 885 8561 9676
Passcode: 856629
One Tap Mobile: +16465588656,,82885619676#,,,,*856629# US (New
York) +16469313860,,82885619676#,,,,*856629# US Dial by Your
Location: +1 646 558 5656 US (New York); +1 646 931 3860 US
Interested parties who intend to bid on the collateral must contact
Greg Corbin at Rosewood Realty Group, 152 West 57th Street, 5th
Floor, New York 10019, (212) 359-9904, greg@rosewooddrg.com, to
receive the terms and conditions of sale and bidding instructions
by June 5, 2023, by 4:00 p.m.
Attorney for secured party:
Jerold C. Feuerstein, Esq.
Kriss & Feuerstein LLP
360 Lexington Avenue, Suite 1200
New York, New York 10012
Tel: (212) 661-2900
LIFE BY ALICE: Claims Will be Paid from Property Sale/Refinance
---------------------------------------------------------------
Life By Alice, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a Disclosure Statement for Plan of
Reorganization dated May 8, 2023.
Debtor is a Georgia-based company that buys distressed properties,
renovates them, and sells them. The property Debtor currently owns
is a residential property located at 376 Wellington Street,
Atlanta, GA (the "Property").
The Property was a single-family house that Debtor renovated and
converted into a three apartment property. Aliceia Persaud (the
"Sole Member") is the Sole Member and Manager of Debtor. When
Debtor purchased this Property in August 2021, Sole Member
anticipated renovating the Property and selling it within the year
as Debtor had with other properties. Debtor, however, incurred
several issues with City of Atlanta involving title to the Property
and past due property taxes not uncovered in the title search.
As a result, the noteholder, but not the original lender,
Wilmington Savings Fund Society, FSB, not in its individual
capacity but solely as trustee for Residential Mortgage Aggregation
Trust ("Wilmington") initiated foreclosure proceedings against
Debtor. The foreclosure sale was scheduled for February 2023 and
Debtor filed this Bankruptcy Case on February 6, 2023.
Debtor has worked diligently since the Petition Date to comply with
all of the requirements of being a Debtor in Possession. At the
time of the filing of this Disclosure Statement, there is a pending
motion by Wilmington, the noteholder with a first-priority security
deed on the Property, requesting the Court to dismiss the case.
Shortly prior to filing this Disclosure Statement, Debtor obtained
a contract to sell the Property for $950,000.00 to a third-party
buyer. The sale price is enough to pay all creditors in full.
Debtor anticipates filing a motion to approve the sale of the
Property at the $950,000.00 sale price shortly after the filing of
this Disclosure Statement.
Over the course of this case, Debtor has also continued to manage
the Property and has diligently pursued either a refinance or sale
of the Property. The plan provides for the payment in full of all
secured, priority, and general unsecured claims and retention of
equity interests in Debtor.
Velocity CG/V Funding d/b/a Hunter Caroline is a secured creditor
by virtue of a UCC-1 recorded in June 2022 asserting an interest in
Debtor's accounts, accounts receivable and bank accounts. Debtor
believes the total current amount of Velocity's claim is
$14,033.88. Debtor proposes to pay the secured claim of Velocity in
full on the Effective Date.
Fundamental Capital, LLC is a secured creditor by virtue of a UCC-1
recorded in July 2022 asserting an interest in Debtor's accounts,
accounts receivable and bank accounts. Debtor believes the total
current amount of Fundamental's claim is $49,429.20. Debtor
proposes to pay the secured claim of Fundamental in full on the
Effective Date.
Debtor estimates, based on its schedules and proofs of claims that
have been filed, that there will be approximately $0.00 in allowed
general unsecured claims. Debtor proposes to pay General Unsecured
Claims with post-petition interest in full on the Effective Date,
if any exist.
The Reorganized Debtor shall not make any distributions or pay any
dividends related to any Equity Interests unless and until all
distributions related to all Allowed Claims in Classes 1-4 have
been made in full.
Debtor will be filing a motion to approve the sale of the Property
at the purchase price of $950,000.00, which is enough to pay off
all creditors in full. The cash distributions contemplated by the
Plan shall be funded by cash generated from the sale or refinance
of the Property.
A full-text copy of the Disclosure Statement dated May 8, 2023 is
available at https://bit.ly/3HY2SJy from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Will B. Geer, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Life by Alice
Life by Alice, LLC, is a Georgia-based company that buys distressed
properties, renovates them, and sells them. The Debtor sought
protection for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 23-51225) on Feb. 6, 2023, listing
$500,001 to $1 million in both assets and liabilities. Will B.
Geer, Esq. at Rountree, Leitman, Klein & Geer, LLC represents the
Debtor as counsel.
LIFESCAN GLOBAL: Ares Capital Marks $14M Loan at 26% Off
--------------------------------------------------------
Ares Capital Corporation has marked its $14 million loan extended
to Lifescan Global Corporation to market at $10.4 million or 74% of
the outstanding amount, as of March 31, 2023, according to a
disclosure contained in Ares Capital's Form 10-Q for the quarterly
period ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to Lifescan Global Corporation. The loan accrues interest at a rate
of 10.75% (LIBOR (Q) + 6%) per annum. The loan matures in October
2024.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Lifescan Global Corporation is a provider of blood glucose
monitoring systems for home and hospital use.
LINCOLN POWER LLC: Reaches $43Mil. Settlement With PJM
------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that bankrupt Lincoln Power
LLC reached a $43 million settlement with its largest unsecured
creditor, buoying the power plant operator's hopes of finding a
buyer for its assets.
PJM Interconnection, which runs the electricity grid that stretches
from Washington to Chicago, asserted $39 million in penalty claims
against Lincoln Power, alleging that two Lincoln plants in Illinois
failed to generate enough power during a severe winter storm in
December 2022.
The penalties helped push Lincoln Power into bankruptcy. Lincoln
Power said in a court filing that the ongoing dispute over the
penalty would limit the price it could command for its assets.
Terms of Settlement
According to court filings, a severe winter storm struck the United
States from Dec. 22, 2022, through December 27, 2022 ("Winter Storm
Elliott"), and inflicted record cold temperatures across much of
the PJM Market. PJM declared emergency actions on Dec. 23, 2022,
and Dec. 24, 2022, and called upon PJM Members to provide electric
energy. Due to a number of factors, including the shortage of gas
and gas transportation during the Winter Storm Elliott PAI, the
Plants (along with many other PJM Members) allegedly failed to meet
their performance obligations during the Winter Storm Elliott PAI.
As a result, PJM indicated it would impose penalties on the
Debtors. Specifically, on February 10, 2023, PJM sent the Debtors a
report in which it indicated that (i) PJM estimated that Rocky Road
and Elgin, respectively, owed $14.33 million and $24.56 million
(together, the “Penalties”) in Non-Performance Penalties for
their alleged failure to perform as required under the PJM
Documents during Winter Storm Elliott; and (ii) final invoices for
such penalties would begin with the March monthly bill that is
issued on April 7, 2023. On Feb. 17, 2023, PJM sent letters to
Rocky Road and Elgin indicating that Rocky Road and Elgin posed a
credit risk in light of the Penalties and, to mitigate such credit
risk, must provide collateral of $7 million in either lump-sum
payments or through settlement withholdings (collectively, the
"Initial Collateral Calls"). However, PJM ultimately lowered the
demanded collateral in the Initial Collateral Calls and determined
that it would withhold a weekly amount of $150,000 and $200,000 on
Rocky Road's and Elgin's PJM settlement invoices (i.e., a portion
of the capacity revenue to which Rocky Road and Elgin would be
entitled for the relevant periods), respectively, beginning with
the weekly settlement invoice of February 28, 2023. Rocky Road and
Elgin sent letters on March 2, 2023, to PJM (i) stating their
disagreement with the validity and PJM's calculation of the
Penalties and (ii) disputing the amount of collateral required by
PJM, which was based on PJM's calculation of the Penalties.
Upon commencement of these Chapter 11 Cases, the Debtors, with the
assistance of their investment banker, Guggenheim Securities, LLC,
began a marketing process for the sale of all or substantially all
of the Debtors' assets. At the outset of these Chapter 11 Cases,
the Debtors feared that the disputes with PJM would cause
uncertainty regarding a potential purchaser’s rights with respect
to future participation in the PJM market and thereby impact the
Debtors’ ability to obtain the highest and best offer for their
assets. In order to obtain that certainty and finality, the
Debtors were prepared, at the outset of these Chapter 11 Cases, to
commence an adversary proceeding against PJM seeking declaratory
judgments that: (i) the Penalties are dischargeable, (ii) the
Debtors can sell their assets free and clear of any interest PJM
may have in such assets, (iii) the Debtors, the reorganized
Debtors, or a purchaser of the Debtors' assets are subject to
protection from certain discriminatory conduct by PJM in connection
with these Chapter 11 Cases, and (iv) the Debtors are able to
assume certain contractual obligations without curing specific
defaults.
Following extensive negotiations, the Debtors and PJM have agreed
to the terms of the Settlement, which provides a comprehensive
resolution of the Dispute and all issues among the Parties relating
to the Chapter 11 Cases. Moreover, beyond resolving the dispute,
the Settlement ensures that the Debtors and PJM will not oppose key
steps that are necessary to ensure these Chapter 11 Cases are
brought to a successful conclusion.
The key terms of Settlement are:
i. Restructuring Transaction and Support Commitments: The
Debtors will transfer the assets currently owned by Elgin and Rocky
Road through an asset transfer, including the Debtors’ gas-fired
power plants (collectively, the "Plants"), to one or more new
owners (each, a "Purchaser" and, collectively, the "Purchasers")
pursuant to a plan of reorganization (a “Plan”). PJM will not
object to, delay, impede, or take any other action to interfere
with the Restructuring that is consistent with the Settlement or
take any action that would be materially inconsistent with the
Settlement. Further, following commencement of solicitation of the
Plan, PJM will (a) timely vote all of its claims to accept the Plan
and not change or withdraw any such vote provided that the Plan
remains consistent with the Settlement and (b) to the extent PJM is
permitted to elect whether to opt out of the releases set forth in
the Plan, elect not to opt out of the releases set forth in the
Plan.
ii. PJM Claims: PJM will have allowed claims in the Bankruptcy
Cases in the aggregate amount of $42,777,662, which shall be
comprised of an allowed claim of $18,005,954 against Rocky Road and
$24,771,707.40 against Elgin (collectively, the "Allowed PJM
Claims"). On the effective date of the Settlement, PJM shall
retain collateral and funds withheld by PJM in the aggregate amount
of $2,183,362.78 as of April 17, 2023, together with any accrued
interest thereon through the effective date of the Settlement
(collectively, the "Withheld Amounts"), to secure Elgin's and Rocky
Road's obligations with respect to capacity performance
obligations, including the Penalties, and apply the Withheld
Amounts against the Allowed PJM Claims. Following application of
the Withheld Amounts, PJM shall have allowed general unsecured
claims in the aggregate amount of $40,594,299, which shall be
comprised of an allowed general unsecured claim of $17,083,436
against Rocky Road and $23,510,863 against Elgin (collectively, the
"PJM Allowed GUC Claims").
iii. Treatment of the Penalties: The PJM Allowed GUC Claims
shall be treated as general unsecured claims in the Bankruptcy
Cases and may be classified separately from other general unsecured
claims under the Plan, with PJM agreeing to not object to such
separate classification provided that the treatment and
distributions afforded to PJM under the Plan are equal to or
greater than the treatment given to general unsecured creditors.
PJM has further agreed that (a) the Debtors are entitled to
consummate a Sale free and clear of any claims relating to the
Penalties under section 363 of the Bankruptcy Code and (b) PJM
shall not oppose the Debtors' receipt of a discharge of any claims
relating to the Penalties pursuant to a Plan under Section 1141 of
the Bankruptcy Code. PJM will not seek to collect payment of the
Penalties in part or in full, including against any Consenting
Sponsor, or current or future affiliate or subsidiary thereof, that
is currently, or seeks to become a PJM Member in the future, except
as otherwise provided in the Settlement Term Sheet, and will not
seek additional collateral from the Debtors' post-petition revenues
in connection with the Penalties before the Settlement is executed
and the Penalties are discharged. The Purchaser(s) shall have no
liability for, on account of, or relating to the Penalties.
iv. Regulatory Matters: Elgin, Rocky Road, and the Purchaser(s)
will make any necessary filings with the Federal Energy Regulatory
Commission ("FERC") necessary to obtain approval of a
Restructuring, and PJM will not object to or otherwise protest any
regulatory filings with FERC that are consistent with the
Settlement.
v. Treatment of the Operating Agreements: The existing PJM
Operating Agreements to which Elgin and Rocky Road are currently
parties will, subject to entry of a final order of the Bankruptcy
Court granting such relief, be rejected in these Chapter 11 Cases
by separate motion, and any resulting rejection damages shall be
treated as general unsecured claims of the applicable Debtor. PJM
will (a) not oppose the Debtors' motion to reject the existing PJM
Operating Agreements, (b) enter into one or more new operating
agreements with the Purchaser(s) subject to the Purchaser(s)
satisfying the requirements for PJM membership and market
participation, and (c) timely submit such operating agreements to
FERC for approval under section 205 of the Federal Power Act.
vi. Interconnection Agreements: The Debtors shall assume and
assign the Interconnection Agreements to the Purchaser(s), and PJM
agrees not to object to the Debtors' assumption and assignment of
the Interconnection Agreements and take all actions reasonably
necessary to obtain FERC’s approval of the same, to the extent
required.
vii. Ongoing PJM Participation and Associated Revenues: Until the
Restructuring is consummated, Elgin and Rocky Road will continue to
have all PJM membership rights and obligations, including
participating in PJM's energy, capacity, and ancillary services
markets, providing reactive supply and voltage control service,
including being subject to setoff and netting performed by PJM in
the ordinary course of business. Elgin and Rocky Road will continue
to receive revenues associated with such participation, including
capacity revenues until the later to occur of (a) the effective
date of a Plan and (b) the end of the 2022-23 Delivery Year, and
PJM shall not withhold, set off, or garnish such revenues, seek to
foreclose on any collateral, or otherwise take any action to
collect the Penalties or enforce remedies under the PJM Operating
Agreement or the PJM Tariff except as provided under the Settlement
Term Sheet.
viii. Transition Period of Service Agreements: Cogentrix may
continue to provide management, emergency management, and operation
and maintenance services, including acting as the assets' PJM
market participant, to the Purchaser as part of a transition
period, not to exceed 180 days following consummation of a
Restructuring.
ix. Existing and Future Capacity Supply Obligations and Future
Capacity Market Participation: Upon consummation of the
Restructuring, Elgin's and Rocky Road's future capacity supply
commitments for the 2023-2024 and 2024-2025 Delivery Years will
remain with Elgin and Rocky Road and will be terminated upon
rejection of the PJM Operating Agreements. Upon consummation of
the Restructuring, the Plants' ICAP and UCAP for the 2023- 24 and
2024-25 Delivery Years will continue to be modeled in the PJM
Capacity Exchange as available resources for the purpose of
participating in the 2024-25 Incremental Auction(s) held after
consummation of the Restructuring and execution of bilateral
transactions with third parties.
x. Ancillary Services: The Debtors shall assume and assign the
obligations to provide ancillary services, as agreed in writing
between the Parties, to the Purchaser(s). Upon consummation of the
Restructuring, Purchaser(s) of the Plants shall continue to provide
the same ancillary services on substantially the same terms and
conditions as previously provided by the Plants. Purchaser(s) will
use good utility practice in continuing to provide such ancillary
services and shall use commercially reasonable efforts to obtain
any necessary FERC approvals regarding any such services.
xi. Releases: The Debtors and PJM will release each other and
the Consenting Lenders (and certain related persons) from all
claims or causes of action relating to the Settlement, this Motion,
the Restructuring, the Penalties, or any acts or omissions during,
relating to, or in connection with Winter Storm Elliot. The
releases will be effective on the effective date of the Settlement,
with the exception of the releases related to the Restructuring,
which will be effective upon consummation of the Restructuring.
About Lincoln Power
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.
Lawyers at Latham & Watkins LLP and Young Conaway Stargatt &
Taylor, LLP serve as the Debtors' bankruptcy counsel. Guggenheim
Securities, LLC, is the Debtors' financial advisor and investment
banker. Omni Agent Solutions serves as the Debtors' claims and
noticing agent.
LIQUIDMETAL TECHNOLOGIES: Incurs $587K Net Loss in First Quarter
----------------------------------------------------------------
Liquidmetal Technologies, Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing
a net loss of $587,000 on $30,000 of total revenue for the three
months ended March 31, 2023, compared to a net loss of $667,000 on
$163,000 of total revenue for the three months ended March 31,
2022.
As of March 31, 2023, the Company had $32.91 million in total
assets, $1.26 million in total liabilities, and $31.65 million in
total shareholders' equity.
Cash used in operating activities totaled $394,000 and $391,000 for
the three months ended March 31, 2023 and 2022, respectively. The
cash was primarily used to fund operating expenses related to the
Company's business and product development efforts.
Cash provided by investing activities totaled $4,975,000 and
$1,025,000 for the three months ended March 31, 2023 and 2022,
respectively. Investing inflows primarily consist of proceeds from
the sale of debt securities. Investing outflows primarily consist
of purchases of debt securities.
Cash provided by financing activities totaled $0 for the three
months ended March 31, 2023 and $212,000 for the three months ended
March 31, 2022 related to the exercise of the Company's stock
options.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1141240/000143774923012834/lqmt20230331_10q.htm
About Liquidmetal Technologies
Lake Forest, California-based Liquidmetal Technologies, Inc. --
http://www.liquidmetal.com-- is a materials technology company
that develops and commercializes products made from amorphous
alloys. The Company's family of alloys consists of a variety of
bulk alloys and composites that utilize the advantages offered by
amorphous alloys technology. The Company designs, develops and
sells products and custom parts from bulk amorphous alloys to
customers in a wide range of industries. The Company also
partners
with third-party manufacturers and licensees to develop and
commercialize Liquidmetal alloy products.
Liquidmetal reported a net loss of $2.39 million in 2022, a net
loss of $3.38 million in 2021, a net loss of $2.64 million in 2020,
and a net loss of $7.43 million in 2019.
LTL MANAGEMENT: Chapter 11 Dismissal Hearing Set for June 2023
--------------------------------------------------------------
Vince Sullivan of Law360 reports that a New Jersey bankruptcy judge
will hear evidence in arguments the week of June 12, 2023 on
motions to dismiss the Chapter 11 case of Johnson & Johnson's
bankrupt talc unit, with the court setting aside four days for the
proceedings in which claimants will argue that the case was filed
in bad faith.
As reported in the TCR, several parties, including the official
committee of talc claimants, and the U.S. Trustee Office, are
asking the bankruptcy court to dismiss the second bankruptcy case
of Johnson & Johnson subsidiary, saying the company is not
financially distressed.
The Official Committee of Talc Claimants said in court filings,
"This abusive second bankruptcy cannot be allowed to continue.
Even with the purported reduction of available funding in the 2023
Funding Agreement, LTL cannot carry its burden to show that it is
in financial distress, which the Third Circuit and this Court on
April 20 recognized is a "gateway" issue. Nor can the change from
the 2021 to the 2023 Funding Agreement be any basis for finding
financial distress and good faith. Not only will such an obvious
fraudulent transfer eventually be reversed, but it would be
perverse for fraud and breach of fiduciary duty to provide a basis
for good faith. Perhaps most significantly, LTL's latest petition
is an abuse of the bankruptcy system and an affront to our justice
system, created to further a massive corporation seeking a
litigation advantage over victims harmed by its own products. Talc
claimants have already been forced to endure an 18-month delay that
the Third Circuit has now authoritatively established was
impermissible. The claimants have waited long enough. Hundreds
died during the Debtor's first bankruptcy without receiving fair
compensation or their day in court. And, because of LTL's renewed
abuse, that tragedy will continue. LTL's fraudulent conduct cannot
be rewarded with another 18 months in bankruptcy while talc victims
continue to suffer and die."
About LTL Management
LTL Management, LLC is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On January 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an
order denying LTL's stay motion on March 31, 2023, and, on the dame
day, issued its mandate directing the Bankruptcy Court to dismiss
the 2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
M. BURTON MARSHALL: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of M. Burton
Marshall.
The committee members are:
1. Mark Brennan
818 Washington Avenue
Oceanside, CA 92054-4044
2. East Schuyler Cemetery
Attn: John Schuyler, Treasurer
P.O. Box 85
Frankfort, NY 13340-0085
3. Kevin Fuller
12532 The Resort Boulevard
Fort Worth, TX 76179-6666
4. Cheryl A. Hallam
P.O. Box 82
Eaton, NY 13334-0082
5. Robyn G. Lamb
8144 Hill Road
Hubbardsville, NY 13355-1104
6. Kevin Sharpe
3221 Oran Gulf Road
Manlius, NY 13104-8616
7. Charles J. Wharton
3523 Locust Cove Road SW
Gainesville, GA 30504-5597
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About M. Burton Marshall
M. Burton Marshall sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60263) on April 20,
2023. Judge Robert E. Littlefield, Jr. oversees the case.
Barclay Damon, LLP is the Debtor's legal counsel.
MAGENTA BUYER: Blackrock Capital Marks $7M Loan at 26% Off
----------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $7,000,000
loan extended to Magenta Buyer, LLC (McAfee) to market at
$5,180,000 or 74% of the outstanding amount, as of March 31, 2023,
according to a disclosure contained in Blackrock Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in a Second lien Term loan to
Magenta Buyer, LLC (McAfee). The loan accrues interest at a rate of
13.08% (LIBOR (Q) + 8.25%, 0.75% Floor) per annum. The loan matures
on July 27, 2029.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Magenta Buyer LLC is a provider of cyber security software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MAILSOUTH INC: Ares Capital Marks $8.7M Loan at 60% Off
-------------------------------------------------------
Ares Capital Corporation has marked its $8.7 million loan extended
to MailSouth, Inc.to market at $3.5 million or 40% of the
outstanding amount, as of March 31, 2023, according to a disclosure
contained in Ares Capital's Form 10-Q for the quarterly period
ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a First lien senior secured loan
to MailSouth, Inc.. The loan matures in April 2024. Ares Capital
classified the Loan as non-accrual as of March 31, 2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
MailSouth, Inc. is a provider of shared mail marketing services.
MEMPHIS PORTFOLIO: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Memphis Portfolio LLC
3985 New Willow Avenue
Memphis TN 38111
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Involuntary Chapter
11 Petition Date: May 11, 2023
Court: United States Bankruptcy Court
Western District of Tennessee
Case No.: 23-22292
Judge: Hon. Denise E. Barnett
Petitioners' Counsel: Not Indicated
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
Alleged creditors who signed the petition:
Petitioner Nature of Claim Claim Amount
1. Joel Rosenberg Investor $36,260
11 Lee Avenue
Monroe NY 10950
2. Chaim Lefkowitz Investor $36,260
1 Preshburg Blvd
Monroe NY 10950
3. Joseph Oshry Management Fees $90,000
4118 14th Avenue
Brooklyn NY 11219
MINOTAUR ACQUISITION: Moody's Ups CFR to B2 & 1st Lien Debt to B1
-----------------------------------------------------------------
Moody's Investors Service has upgraded Minotaur Acquisition, Inc.'s
corporate family rating to B2 from B3, its Backed Senior Secured
First Lien Revolving Credit Facility rating to B1 from B2, its
Backed Senior Secured First Lien Term Loan rating to B1 from B2 and
its Backed Senior Secured Second Lien Term Loan rating to Caa1 from
Caa2. Minotaur's outlook remains stable.
RATINGS RATIONALE
The ratings upgrade reflects Minotaur's strong growth in client
accounts and assets with market leadership in the automatic
rollover individual retirement account (IRA), self-directed IRA,
fund custody, and consumer-directed benefits markets. Minotaur's
scale, as measured by client accounts and assets has increased
significantly over the past three years due to strong organic
performance and following its 2022 acquisition of PayFlex Holdings,
Inc. (PayFlex), a provider of health savings accounts (HSAs) and
consumer-directed benefit administration services. These
developments have lifted Minotaur's total client accounts to around
5.6 million and assets under custody to around $56 billion as of
December 31, 2022, up from 1.5 million and $29 billion as of
December 31, 2019.
The upgrade also reflects Moody's expectation that the higher
interest rate environment will continue to boost Minotaur's
profitability and allow it to continue to delever over the next
twelve to eighteen months. The Federal Reserve has raised in a
series of increments its target federal funds rate to a range of
5.00%-5.25% from 0.00%-0.25% at the beginning of 2022. Higher
interest rates benefit Minotaur's service and administrative fee
(interest-related) revenue. Moody's believes that 2023 and 2024
could represent peak-of-the-cycle performance given current
interest rate expectations. In addition to the benefits of higher
interest rates, Minotaur has demonstrated strong and stable growth
in non-interest related fees, and operates at a higher level of
business diversification than it did prior to the PayFlex
acquisition.
Minotaur takes a prudent approach to its cash sweep program, which
is laddered over a number of years and benefits from fixed deposit
arrangements across a number of partner banks. Moody's expects that
Minotaur will continue to implement this strategy to significantly
preserve the benefits from higher interest rates over a number of
years, even should interest rates moderately decline from current
levels. However, a rapid and severe decline in interest rates that
is sustained for many years would eventually negatively impact the
firm's performance as high-yielding contracts will eventually
run-off.
Moody's said that while Minotaur's financial performance is
significantly improving, there are still substantial inherent risks
in its business and ownership structure. It has high exposure to
cybersecurity risk because of its access to and use of customers'
sensitive financial information and investments. Moody's said
Minotaur must continue to upgrade and improve its technology and
systems to keep pace with its growth, and failure to do so could
lead to system failures or cybersecurity breaches, which would
damage relationships with plan sponsors and erode franchise value.
Moody's also said that Minotaur's private equity ownership
structure has led to aggressive financial and strategic policies
evidenced by a willingness to engage in debt-funded M&A. This poses
ongoing event risks that are negative to creditors, especially if
the firm increases leverage at a time when macroeconomic variables
like interest rates become less favorable.
The stable outlook reflects Moody's expectation of continued growth
in customer accounts and client cash, and continued positive
operating leverage. The stable outlook also reflects Moody's
expectation that Minotaur will prudently manage its cash sweep
program to preserve the benefits from higher interest rates for a
number of years, even should there be a moderate decline in these
rates. The stable outlook balances Moody's expectations for
improved financial performance with the inherent risks in
Minotaur's business and ownership structure.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Minotaur's ratings could be upgraded should it continue to expand
its revenue streams or develop new revenue sources within the
self-directed IRA, fund custody activities, or consumer-directed
benefits that would reduce reliance on interest rate-related
revenue. The demonstration of a more creditor-friendly financial
policy, such as paying-down debt or organically deleveraging to
debt leverage below 4x on a sustained basis, could also result in
an upgrade.
Minotaur's ratings could be downgraded should it demonstrate
increasingly aggressive financial policies such as pursuing a
wide-range of shareholder-friendly actions or through a significant
increase in debt leverage to fund M&A. The ratings could also be
downgraded should interest rates decline significantly and remain
low for some time resulting in profitability erosion if not offset
by cost management or other revenue streams, or with an indication
that the firm is willing to take on more interest rate risk. A
significant deterioration in franchise value from legal,
regulatory, compliance, cybersecurity, technology or other issues
that would reduce revenue, increase costs, and damage relations
with record-keepers and plan sponsors could also result in a
downgrade.
The principal methodology used in these ratings was Securities
Industry Service Providers Methodology published in November 2019.
NCWS INTERMEDIATE: Ares Capital Marks $200,000 Loan at 50% Off
--------------------------------------------------------------
Ares Capital Corporation has marked its $200,000 loan extended to
NCWS Intermediate, Inc. and NCWS Holdings LP to market at $100,000
or 50% of the outstanding amount, as of March 31, 2023, according
to a disclosure contained in Ares Capital's Form 10-Q for the
quarterly period ended March 31, 2023, filed with the Securities
and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to NCWS Intermediate, Inc. and NCWS Holdings LP. The loan accrues
interest at a rate of 10.48% (LIBOR (M) + 6%) per annum. The loan
matures in December 2026.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
NCWS Intermediate, Inc. and NCWS Holdings LP are a manufacturer and
supplier of car wash equipment, parts and supplies to the
conveyorized car wash market.
NEP GROUP: Blackrock Capital Marks $3.1M Loan at 20% Off
--------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $3,131,760
loan extended to NEP Group, Inc. et alto market at $2,501,493 or
80% of the outstanding amount, as of March 31, 2023, according to a
disclosure contained in Blackrock Capital's Form 10-Q for the
quarterly period ended March 31, 2023, filed with the Securities
and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in a Second lien Term loan to
NEP Group, Inc. et al. The loan accrues interest at a rate of
11.84% (LIBOR (M) + 7%) per annum. The loan matures on October 19,
2026.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
NEP Group Inc is a United States-based company. The Company
provides broadcasting services. The Company is a supplier to broad
spectrum of content across both sports and entertainment. The
Company offers outside broadcast, studio production, audio,
lighting and media management services.
NEPTUNE BIDCO: Ares Capital Marks $16.4M Loan at 15% Off
--------------------------------------------------------
Ares Capital Corporation has marked its $16.4 million loan extended
to Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator
L.P. to market at $13.9 million or 85% of the outstanding amount,
as of March 31, 2023, according to a disclosure contained in Ares
Capital's Form 10-Q for the quarterly period ended March 31, 2023,
filed with the Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to Neptune Bidco US Inc. and Elliott Metron Co-Investor Aggregator
L.P. The loan accrues interest at a rate of 7.25% (Euribor (Q) +
5%) per annum. The loan matures in April 2029.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Neptune Bidco US Inc. is an entity created to acquire the assets of
Nielsen Holdings Limited via a take-private LBO led by private
equity sponsors Evergreen Coast Capital Corporation and Brookfield
Business Partners L.P. With headquarters in Oxford, England and New
York, NY, and operations in more than 55 countries, Nielsen is a
global measurement and data analytics company providing Audience
Measurement, Impact and Gracenote content solutions.
NEW HAVEN TRUCK: Taps Press/Cuozzo Realtors as Real Estate Agent
----------------------------------------------------------------
New Haven Truck and Auto Body, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Connecticut to employ
Press/Cuozzo Realtors as real estate agent and business broker.
The Debtor requires a real estate agent to facilitate the sale of
its property located at 480 Short Beach Road, East Haven, Conn., or
the sale of its property along with the existing business
operations.
Renee Stevens, a real estate agent at Press/Cuozzo Realtors, will
be paid at her usual rate of 5 percent of the gross sale price of
the subject property.
Ms. Stevens disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Renee Stevens
Press/Cuozzo Realtors
2751 Dixwell Avenue
Hamden, CT 06518
Telephone: (203) 288-1900
Facsimile: (203) 288-0100
Email: info@presscuozzo.com
About New Haven Truck and Auto Body
New Haven Truck and Auto Body, Inc. is a complete vehicle collision
and body repair shop located in East Haven, Connecticut.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 23-30298) on April 28,
2023. In the petition signed by William S. Snow, Jr., president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC,
represents the Debtor as legal counsel.
NEW JERUSALEM FAITH: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The U.S. Trustee for Region 8 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of New Jerusalem Faith Apostolic Church, Inc.
About New Jerusalem Faith Apostolic Church
New Jerusalem Faith Apostolic Church, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No.
23-10574) on May 8, 2023, with $500,001 to $1 million in assets and
$100,001 to $500,000 in liabilities.
C. Jerome Teel, Jr., Esq., at Teel & Gay, P.L.C. is the Debtor's
legal counsel.
NORTHERN ILLINOIS UNIVERSITY: Moody's Ups Issuer Rating From Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded Northern Illinois
University, IL's (NIU) issuer and Auxiliary Facilities Revenue Bond
(AFS) ratings to Baa3 from Ba1, while upgrading the Certificates of
Participation (COP) to Ba1 from Ba2. Total outstanding debt at the
end of fiscal 2022 was $258 million. The outlook was revised to
stable from positive.
RATINGS RATIONALE
The upgrade of NIU's issuer rating to Baa3 reflects the continued
strengthening of the State of Illinois' (A3 stable) credit profile,
prospects for improved operating performance beyond fiscal 2023 and
maintenance of adequate liquidity. While fiscal 2023 operating
performance will likely weaken as federal pandemic wanes and
student charges remain suppressed, a proposed healthy increase in
state appropriations, increased monetary assistance program (MAP)
funding and stabilizing enrollment offers prospects for greater
budget predictability and improved operating performance in fiscal
2024. Despite thinner margins in fiscal 2023, unrestricted
liquidity is tracking to remain relatively in line with fiscal 2022
levels. Additionally factored into NIU's rating is its moderately
large scale with over 13,000 FTE enrollment and moderately high,
but improving financial leverage.
NIU's credit quality remains constrained by its heavy reliance the
State of Illinois for operating support and a highly competitive
student market. The state continues to show signs of support for
higher education, reflected in a proposed 7% increase in state
appropriations and $100 million increase in MAP funding in fiscal
2024, important components to fiscal improvement in an otherwise
revenue constrained environment. Ongoing expense management will
continue to be a contributing factor to operating performance
improvement.
The Baa3 rating on the auxiliary facilities system revenue bonds
incorporates the university's Baa3 issuer rating as well as the
broadness of the pledge and available financial reserves.
The Ba1 rating on the certificates of participation are rated one
notch below the issuer and auxiliary facilities bond rating due to
the contingent nature of the obligation and the relative
subordination to the auxiliary facilities system revenue bonds.
RATING OUTLOOK
The stable outlook reflects revenue growth prospects in fiscal
2024, namely state appropriations and student charges, but also
recognizes that rising expenses and a highly competitive student
market will limit fiscal improvement. The outlook also incorporates
general maintenance of liquid reserves with no material weakening
of the university's leverage profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
Sustained strengthening of operating performance and
debt service coverage
Continued improvement in the state's fiscal condition
and sustained financial support for higher education
improving NIU's operating environment
Enrollment and net tuition revenue growth
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
Weakening of the State of Illinois' fiscal condition
resulting in uncertainty surrounding direct operating
support and on-behalf payments
Sustained deterioration of operating performance beyond
fiscal 2023, pressuring the university's liquid reserves
Inability to grow student charges
LEGAL SECURITY
The Auxiliary Facilities System Revenue bonds are secured by the
sum of net revenue, pledged fees and pledged tuition. Net revenue,
pledged fees and pledged tuition are covenanted to be adjusted in
amounts that will maintain 2.0x maximum annual debt service (MADS)
coverage. Pledged fees are derived from the system and may be
adjusted to reflect actual and projected fee increases. Inclusive
of the system's net revenue, pledged fees, and pledged tuition,
fiscal 2022 coverage exceeded its covenant requirement with MADS
coverage at 8x.
The Series 2014 COPs are payable from state appropriated funds and
budgeted legally available funds of the board. Legally available
funds include student tuition (subject to the prior pledge for AFS
revenue bonds), certain fees, certain investment income, and
indirect cost recoveries on grants and contracts. The board is
required to transfer pledged tuition to pay for the operating and
maintenance costs of the AFS if AFS revenues are insufficient, and
these expenses have a priority position over debt service for the
COPs. The COPs are unsecured, and the installment agreement can be
terminated in the absence of budgeted legally available funds,
resulting in a weaker security than the secured pledge provided to
AFS bonds.
PROFILE
Northern Illinois University is a multi-campus public university
with its main campus in the City of DeKalb, IL (A2), and satellite
campuses that primarily serve graduate students. The university has
a broad array of undergraduate and graduate academic programs,
including concentrations in education, business, engineering,
health and human science, law, and visual and performing arts. Fall
2022 total full-time equivalent student enrollment was 13,042.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
NORTHERN OIL: Fitch Assigns 'B' Rating on Unsecured Notes Due 2031
------------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating with 'RR4' Recovery Rating
to Northern Oil and Gas, Inc.'s (NOG, B/Positive) proposed senior
unsecured notes due 2031.
NOG intends to use the proceeds to repay a portion of the
outstanding borrowings under its revolving credit facility and for
general corporate purposes.
NOG's ratings reflect Fitch's expectation of continued
credit-friendly M&A activity, which should increase its overall
size, scale and diversification toward 'B+' category thresholds.
The Positive Outlook also considers Fitch's expectation for
continued positive FCF generation secured by NOG's strong hedging
program, which is expected to be applied to reduce gross debt and
lead to improved credit metrics and liquidity over the next 6-12
months.
The rating also considers Fitch's expectation that the company will
increase borrowings under its reserve-based lending (RBL) credit
facility and expand its base dividend, both of which Fitch believes
are mitigated by strong FCF generation and management's track
record of debt repayment following acquisitions.
KEY RATING DRIVERS
Credit-Neutral Transaction: Fitch believes NOG's proposed senior
unsecured note issuance is neutral to the credit profile. Fitch
expects the company to use the funds to repay the current
outstanding amount under the RBL facility, which will enhance the
company's liquidity profile. Fitch also expects NOG's near-term FCF
will continue to be applied to further reduce debt.
Non-Operator Status: The company acquires leasehold interests
comprising of non-operated working interests in producing wells and
nearby acreage, but does not control the drill bit or make
operational decisions regarding timing and completion of wells.
Fitch believes this limits operational and capital flexibility,
especially in weak pricing environments, and leaves the company
exposed to the decisions of its operating partners.
Favorable Capital Deployment Flexibility: Fitch believes NOG's
flexibility with well participation and capex allows for
economic-driven decisions and improves overall returns. The company
retains the ability to decline participation in uneconomic or
lower-return wells, even within a multi-well, multi-reservoir
development in some cases, to help optimize returns.
As a non-operator, NOG does not have rig, drilling or midstream
contracts and has no personnel at the field level, which limits
corporate operational and financial obligations, and brings lower
per-unit general and administrative costs. NOG has historically
maintained approximately six years of proved, developed and
producing (PDP) reserve life, which is expected to increase given
the recent acquisitions.
Favorable Liquidity, Capital Management: NOG's close relationship
with its operators and the long lead times from initial new well
development evaluation, investment decision, and funding provide
visibility on future capital needs, and in conjunction with its
hedging policy, help reduce overall liquidity risk despite the
inability to control well timing and completion.
The company is typically provided budgets and development plans
from its operators a year in advance from the start of a new well,
providing considerable time to manage capital flows with existing
and future production. Fitch views these characteristics favorably
and does not forecast material near-term liquidity needs in the
base case.
18-Month Rolling Hedge Program: NOG has historically maintained a
strong hedge book and expects to hedge approximately 60% of total
production on a rolling 18-month basis going forward. The company
currently has approximately 60% of oil production hedged at an
average price of $77.73/bbl for the remainder of 2023 and
approximately 60% of gas production hedged at an average price of
$4.27/MMBtu. Fitch believes NOG's hedge book provides future cash
flow certainty, which supports repayment of debt and supports the
base dividend.
Positive FCF; Sub-2.0x Leverage: Fitch forecasts positive FCF of
approximately $400 million in 2023 and $300 million in 2024,
assuming WTI oil prices of $80/bbl and $70/bbl, respectively.
Fitch-calculated EBITDA leverage is forecast to approach 1.3x in
2023 and increases toward 2.2x in 2026 at Fitch's long-term
mid-cycle WTI price of $50/bbl.
Increasing Base Dividend: NOG increased the dividend quarter on
quarter from $0.03/share in 2Q21 to $0.37/share announced in 2Q23.
Fitch believes NOG is in a position to maintain shareholder returns
while maintaining liquidity and credit metrics, given the company's
increasing size and scale and a positive FCF profile supported by
management's rolling hedge program.
DERIVATION SUMMARY
NOG is a leading non-operator exploration and production (E&P)
company focused in the Permian, Marcellus and Williston Basins with
1Q23 production of approximately 87 thousand barrels of oil
equivalent per day (mboepd) following recent acquisitions.
The production size is larger than non-operated, mineral and
royalty interest owner Viper Energy Partners, LP (BB-/Stable; 35.0
mboepd in 1Q23) and offshore producer Talos Energy Inc. (B/Stable;
63.6 mboepd, which partly includes the EnVen acquisition during
1Q23), but smaller than Permian operator Callon Petroleum Company
(B/Rating Watch Positive; 100.0 mboepd in 1Q23).
In terms of cost structure at 4Q22, NOG's Fitch-calculated unhedged
cash netback of $52.4 per barrel of oil equivalent (boe) (73%
margin) is weaker than Viper's $59.7/boe (87% margin) and Talos
Energy's $56.7/boe (75% margin), but stronger than Callon
Petroleum's $46.1/boe (64% margin).
As a mineral and royalty interest owner, Viper has minimal
operating costs and no capex, which results in netbacks that are
generally the highest of Fitch's E&P peer group. Viper's Long-Term
Issuer Default Rating receives a one notch uplift given its
significant operational and strategic ties with its higher rated
parent Diamondback Energy, Inc. (BBB/Stable), which provides unique
visibility into future development plans and reduces volumetric and
cash flow uncertainty.
On an EBITDA leverage basis, Fitch expects NOG to maintain a
sub-2.0x leverage profile as it allocates FCF towards repayment of
the RBL facility and then towards shareholder returns. This is in
line with 'B' category peers that typically see leverage oscillate
between 2.0x and 3.0x on a mid-cycle basis.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
Include:
- West Texas Intermediate (WTI) prices of $80.00/bbl, $70.00/bbl,
$60.00/bbl and $50.00/bbl in 2023, 2024, 2025 and 2026
respectively;
- Henry Hub prices of $3.50/mcf, $3.50/mcf, $3.00/mcf, and
$2.75/mcf in 2023, 2024, 2025 and 2026 respectively;
- No additional acquisitions completed following 1Q23;
- Capex grows to $850 million in 2023 and decreases to $750
million/year in outer years of the forecast;
- Prioritization of forecast FCF towards repayment of the RBL
facility along with increasing dividends per NOG's dividend
policy.
RECOVERY ASSUMPTIONS:
The recovery analysis assumes that NOG would be reorganized as a
going-concern (GC) in bankruptcy rather than liquidated.
Fitch has assumed a 10% administrative claim.
GC Approach
- Fitch assumed a bankruptcy scenario exit EBITDA of $500 million.
This estimate considers a prolonged commodity price downturn
($32/WTI and $2.25/mcf gas lows in 2025, increasing to $42/bbl WTI
and $2.25/mcf gas in 2026) coupled with a combination of prolonged,
unexpected production shut-ins, new well/PDP underperformance,
higher operating expenses per boe, or working capital delays
causing lower than expected production and borrowing base-linked
liquidity constraints.
- The GC EBITDA assumption reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation (EV), which reflects the decline from current
pricing levels to stressed levels and then a partial recovery
coming out of a troughed pricing environment. Fitch believes a
weakened pricing environment will slow production and PDP reserve
growth, reduce the borrowing base availability and materially erode
the liquidity profile.
An EV multiple of 3.50x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization EV:
- The historical bankruptcy case study exit multiples for peer
companies ranged from 2.8x-7.0x, with an average of 5.2x and a
median of 5.4x.
- The multiple also reflects NOG's multi-basin, diversified
portfolio of non-operated working interests with only a few
potential buyers in addition to the company's recent transaction
multiples of approximately 3.0x.
Liquidation Approach
- The liquidation estimate reflects Fitch's view of the value of
the company's E&P assets that can be realized in sale or
liquidation processes conducted during a bankruptcy or insolvency
proceeding and distributed to creditors. Fitch used NOG's recent
transactions and historical third-party, non-operated transaction
data for both the Williston and Permian assets on a $/bbl, $/1P,
$/2P, $/acre and PDP PV-10 basis to attempt to determine a
reasonable sale.
- The RBL facility is assumed to be 100% drawn given the likelihood
of negative redetermination in a sustained low-price environment.
- The allocation of value in the liability waterfall results in
recoveries corresponding to 'RR1' for the senior secured RBL and
'RR4' for the senior unsecured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Consistent FCF generation with proceeds used to reduce
outstanding RBL borrowings that leads to mid-cycle EBITDA leverage
sustained below 2.0x;
- Consistent track record of reserve replacement and total
production approaching 100 Mboepd;
- Continued track record of favorable risk management that leads to
financial flexibility including adequate reserve maintenance.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Inability to generate FCF and reduce outstanding RBL borrowings
that leads to mid-cycle EBITDA leverage sustained above 3.0x;
- Total production sustained below 50 mboepd and erosion of the
reserve base;
- Limited financial flexibility and a decline in PDP reserves that
limits future production growth potential.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch does not see material near-term liquidity
needs given the company's operational and liquidity flexibility and
believes NOG's forecast FCF generation supports repayment of the
RBL facility and notes.
The current borrowing base is $1.6 billion ($1.0 billion elected
commitment), which does not incorporate the 4Q22 or 1Q23 reserves
from the recently closed acquisitions. At 1Q23, NOG had $431
million available under the RBL facility and cash on hand of $6
million.
Pro forma the proposed senior unsecured note issuance, NOG is
expected to have approximately $900 million of borrowing capacity
under the $1.0 billion RBL facility. The RBL facility is subject to
a semi-annual borrowing base redetermination in addition to
financial covenants, including a maximum total net leverage ratio
of below 3.50x and a minimum current ratio of at least 1.0x.
Clear Maturity Profile: Pro forma the unsecured notes issuance,
NOG's maturity schedule remains light with no maturities until the
RBL facility matures in June 2027. The $724 million senior
unsecured note comes due in 2028 and the proposed senior unsecured
note comes due in 2031.
ISSUER PROFILE
NOG is a leading non-operator E&P company focused in the Permian,
Marcellus and Williston Basins.
ESG CONSIDERATIONS
NOG has an ESG Relevance Score of '4' for energy management that
reflects the company's cost competitiveness and financial and
operational flexibility due to scale, business mix, and
diversification. This factor has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery
----------- ------ --------
Northern Oil
and Gas, Inc.
senior
unsecured LT B New Rating RR4
OFFICE INTERIORS: Seeks to Hire Hirschler Fleischer PC as Counsel
-----------------------------------------------------------------
Office Interiors of Virginia, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Hirschler Fleischer, PC as its bankruptcy counsel.
The firm will render these legal services:
(a) advise the Debtor of its rights, powers, and duties in the
operation and management of its business and property;
(b) prepare legal documents;
(c) advise the Debtor concerning, and prepare responses to,
legal papers;
(d) advise the Debtor with respect to, and assist in the
negotiation and documentation of any necessary financing agreements
and related transactions;
(e) review the nature and validity of any liens asserted
against the Debtor's property and advise the Debtor concerning the
enforceability of such liens;
(f) advise the Debtor regarding its ability to initiate
actions to collect and recover property for the benefit of its
estate;
(g) advise the Debtor concerning executory contract and/or
unexpired lease assumptions, assignments, and rejections as well as
contract restructurings and recharacterizations;
(h) advise the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization, and
related transactional documents;
(i) assist the Debtor in reviewing, estimating, and resolving
claims asserted against its estate;
(j) commence and conduct litigation necessary and appropriate
to assert rights held by the Debtor, protect its assets, Subchapter
V estate, or otherwise further the goal of completing its
successful reorganization; and
(k) provide non-bankruptcy services for the Debtor.
The hourly rates of the firm's attorneys and staff are as follows:
Robert S. Westermann, Shareholder $585
Brittany B. Falabella, Associate $365
Allison P. Klena, Associate $340
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received payment from the
Debtor in the amount of $25,100.
Brittany Falabella, Esq., an attorney at Hirschler Fleischer,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert S. Westermann, Esq.
Brittany B. Falabella, Esq.
Hirschler Fleischer, PC
The Edgeworth Building
2100 East Cary Street
Post Office Box 500
Richmond, VA 23218
Telephone: (804) 771-9500
Facsimile: (804) 644-0957
Email: rwestermann@hirschlerlaw.com
bfalabella@hirschlerlaw.com
About Office Interiors of Virginia
Office Interiors of Virginia, Inc. was founded in 1988 in Ashland,
Virginia, and provides an array of services to central Virginia and
beyond, including office space design and construction, office
moving services, general construction, and data migration.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 23-31324) on April 16,
2023. In the petition signed by Othniel Glenwood Jordan, chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Keith L. Phillips oversees the case.
Brittany B. Falabella, Esq., at Hirschler Fleischer, PC represents
the Debtor as legal counsel.
OLD LC INC: Seeks to Hire TPS-West as Accountant
------------------------------------------------
Old LC, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ TPS-West,
LLC as accountant.
The firm will assist the Debtors in preparing operating reports and
tax returns; maintaining the Debtors' books and records; modeling
with respect to plan options; cash controls and accounting; and
related financial advisory work.
The firm will be paid at these rates:
Richard P. Anderson $300 per hour
James L. Clarke $280 per hour
William A. Potter $280 per hour
Rhonda B. Fronk $250 per hour
Natalie S. Hinson $155 per hour
Richard Anderson, a partner at TPS-West, 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:
Richard P. Anderson
TPS-West LLC
12837 Louetta Rd., Suite 201
Cypress, TX 77429
Tel: (281) 807-7811
Fax: (281) 807-7822
About Old LC Inc.
Founded in 2012, Old LC, Inc. formerly known as Loot Crate Inc., is
a worldwide leader in fan subscription boxes. It partners with
industry leaders in entertainment, gaming, sports, and pop culture
to deliver monthly-themed crates; produces interactive experiences
and digital content; and films original video productions. Since
2012, the company has delivered more than 32 million crates to fans
in 35 territories across the globe.
Old LC and three affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 19-11791) on Aug. 11, 2019. Loot Crate was
estimated to have less than $50 million in assets and $50 million
to $100 million in liabilities as of the bankruptcy filing.
The Debtors tapped Bryan Cave Leighton Paisner, LLP as lead
counsel; Robinson & Cole, LLP as Delaware and conflicts counsel;
FocalPoint Securities, LLC, as investment banker; Portage Point
Partners as financial advisor; TPS-West, LLC as accountant; and
Mark Palmer of Theseus Strategy Group as chief transformation
officer. Stretto is the claims agent.
Andrew Vara, U.S. Trustee for Regions 3 and 9, appointed an
official committee of unsecured creditors in the Debtor's Chapter
11 case on Aug. 22, 2019. The committee retained Morris James, LLP
as bankruptcy counsel; Stricklin Law Firm, P.C. and Hedrick Kring,
PLLC as special litigation counsels; Dundon Advisers, LLC as
financial advisor; and FocalPoint Securities, LLC as investment
banker.
OLYMPIA ACQUISITION: Ares Capital Marks $10.2M Loan at 40% Off
--------------------------------------------------------------
Ares Capital Corporation has marked its $10.2 million loan extended
to Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius
Holdings LLC to market at $6.1 million or 60% of the outstanding
amount, as of March 31, 2023, according to a disclosure contained
in Ares Capital's Form 10-Q for the quarterly period ended March
31, 2023, filed with the Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius
Holdings LLC. The loan matures in February 2027.
Ares Capital classified the Loan as non-accrual as of March 31,
2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius
Holdings LLC are providers of behavioral health and special
education platform.
OLYMPIA ACQUISITION: Ares Capital Marks $52.2M Loan at 40% Off
--------------------------------------------------------------
Ares Capital Corporation has marked its $52.2 million loan extended
to Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius
Holdings LLC to market at $31.4 million or60 % of the outstanding
amount, as of March 31, 2023, according to a disclosure contained
in Ares Capital's Form 10-Q for the quarterly period ended March
31, 2023, filed with the Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius
Holdings LLC. The loan matures in February 2027.
Ares Capital classified the Loan as non-accrual as of March 31,
2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Olympia Acquisition, Inc., Olympia TopCo, L.P., and Asclepius
Holdings LLC are providers of behavioral health and special
education platform.
PACKERS HOLDINGS: Moody's Cuts CFR to Caa1 & First Lien Debt to B3
------------------------------------------------------------------
Moody's Investors Service downgraded Packers Holdings, LLC's
("PSSI") Corporate Family Rating to Caa1 from B3 and the
Probability of Default Rating to Caa1-PD from B3-PD. Concurrently,
Moody's downgraded the senior secured first-lien bank credit
facilities ratings to B3 from B2. The company's ratings have also
been placed on review for further downgrade, including the existing
B3 ratings on the senior secured first lien credit facilities. The
outlook was changed to rating under review from stable. PSSI is a
Wisconsin-based, provider of contract sanitation services to the
food processing industry in the U.S. and Canada.
The ratings downgrade was prompted by the announcement of the
company's recent loss of plants and of a large customer in the
protein industry. Moody's expects lower revenue this year as a
result of the loss and a lower overall plant count, which has been
declining over the past few years.
Social risks and governance risks were drivers of the rating
action. Social risks to the company relate to customer relations,
health and safety and responsible production, which have manifested
because of recent events involving employment of minors. As well,
because of the loss of contracts and lawsuits related to labor
issues, Moody's deems management credibility and track record risk
to be highly negative.
Moody's expects adjusted EBITDA to decline meaningfully, and as a
result leverage as expressed by debt-to-EBITDA is likely increase
to over 10x by the end of this year, from 8.6x as of the end of
2022. Cash flow will also tighten due to higher interest expense
and lower earnings, which will result in negative free cash flow
this year.
The review acknowledges the uncertainty of future performance since
there is risk of additional loss of customers. Moody's review will
focus on the prospect of retaining customers; operational
performance; cash flow expectations; underlying operating trends;
potential for cost savings; and financial policy expectations.
Downgrades:
Issuer: Packers Holdings, LLC
Corporate Family Rating, Downgraded to Caa1 from B3;
Placed Under Review for further Downgrade
Probability of Default Rating, Downgraded to Caa1-PD
from B3-PD; Placed Under Review for further Downgrade
Senior Secured 1st Lien Bank Credit Facility, Downgraded
to B3 from B2; Placed Under Review for further Downgrade
Outlook Actions:
Issuer: Packers Holdings, LLC
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
PSSI's Caa1 CFR reflects the company's very high debt-to-EBITDA
leverage, estimated at 8.6x (on Moody's adjusted basis) as of the
end of 2022, which Moody's expects to increase to over 10x by the
end of 2023, as a result of a decline in EBITDA. Packers has been
experiencing a declining plant count over the past few years but
has been able to increase revenue due to price increases and by
expanding the service scope at plants. However, recent increases in
service pricing have led to a loss in plants, as customers seek
less expensive alternatives. In addition, there has been
consolidation of plants by customers in the protein industry as
they seek efficiencies. As a result, Moody's expects revenue to
decline this year. At the same time, EBITDA margins have been under
pressure as Packers faces costs pressures related to wages and
chemicals.
Variability in customer production levels and customer
concentration weigh on the credit as well. The company's customers
are large protein and non-protein companies that can be subject to
volatility in production due to factors such as commodity prices
that are inputs and events such as avian flu as an example. The
company must also balance the need for timely service for clients
with operational challenges, such as managing high employee
turnover, maintaining safe working conditions, and the costs
necessary to meet strict regulatory-driven service requirements.
The ratings favorably reflect the stability and recurring nature of
the company's revenues given the non-discretionary need for the
daily sanitation services it provides to protein and other food
manufacturers, and the strict regulatory environment in the food
processing industry. Other supportive factors include PSSI's solid
market position and long-term relationships with large food
processing customers in North America, and industry trends towards
increased outsourcing of sanitation services.
The individual debt instrument ratings are based on PSSI'
probability of default, as reflected in the Caa1-PD rating, and the
loss given default expectations of the individual debt instruments.
The B3 rating on the first-lien senior secured facilities,
including the $54 million revolver due 2026 and $1,240 million term
loan due 2028, reflect their senior position in the capital
structure and loss absorption support provided by the $250 million
unsecured mezzanine note (unrated).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The review for downgrade indicates that rating upgrades are
unlikely over the next 12-18 months. However, the ratings could be
upgraded if Moody's expects debt to EBITDA to improve and will be
sustained below 7.5x. Interest coverage (EBITDA to interest
expense) would also need to be sustained above 1.5x. A ratings
upgrade would also require Packers to demonstrate a prudent
approach to acquisitions and maintain good liquidity.
The ratings could be confirmed upon conclusion of the review if
Moody's believes that revenue decline will not exceed the current
expectations, if there is little risk of losing additional
customers, and if earnings will grow in 2024.
The ratings could be downgraded upon conclusion of the review if
Moody's expects further customer losses, resulting in further
revenue declines, such that the company is unable to generate
positive free cash flow and liquidity deteriorates. The ratings
would also be downgraded upon completion of the review if Moody's
expects that leverage is unlikely to improve, increasing the
likelihood of a default or distressed exchange of any portion of
its debt.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Packers Holdings, LLC (known as "PSSI"), founded in 1972 and
headquartered in Kieler, Wisconsin, is a provider of contract
sanitation services to the food processing industry in the U.S. and
Canada. The company serves 486 customer locations, including
protein (about 86% of revenue) and non-protein facilities. In May
2018 PSSI was acquired by Blackstone Group L.P. PSSI generated
approximately $1.25 billion in revenue in FY 2022.
PEAR THERAPEUTICS: Seeks to Hire Foley Hoag as Bankruptcy Counsel
-----------------------------------------------------------------
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Foley Hoag LLP as their bankruptcy counsel.
Foley Hoag will render these services:
(a) advise and assist the Debtors with respect to their
rights, powers, and duties in the continued management and
operation of their businesses and properties during these Chapter
11 cases;
(b) advise and consult on the conduct of these Chapter 11
cases;
(c) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(d) take all necessary action to protect and preserve the
Debtors' estates;
(e) prepare and file necessary legal papers;
(f) if necessary, represent the Debtors in connection with
obtaining authority to use cash collateral and post-petition
financing;
(g) handle inquiries and calls from creditors and counsel to
interested parties regarding pending matters and the general status
of these Chapter 11 cases;
(h) appear in this court and any appellate courts to represent
and protect the interests of the Debtors and their estates;
(i) advise and assist the Debtors in maximizing value in these
Chapter 11 cases; and
(j) perform all other necessary legal services for the Debtors
in connection with the prosecution of these Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $800 - $1,595
Of Counsel $820 - $1,095
Associates $500 - $845
Paralegals $240 - $450
The current hourly billing rates for the principal attorneys
anticipated to be working on these Chapter 11 cases are as
follows:
Alison D. Bauer $1,130
Euripides Dalmanieras $1,125
Kenneth S. Leonetti $1,095
Stacie S. Aarestad $1,045
Jennifer Audeh $935
Jiun-Wen Bob Teoh $790
Christian A. Garcia $740
Jasmine N. Brown $570
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, Foley Hoag received payments and a
retainer from the Debtors totaling $2,081,642.03.
Alison Bauer, a partner at Foley Hoag, disclosed in a court filing
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Alison D. Bauer, Esq.
Jiun-Wen Bob Teoh, Esq.
Foley Hoag LLP
1301 Avenue of the Americas, 25th Floor
New York, NY 10019
Telephone: (212) 812-0400
Email: abauer@foleyhoag.com
jteoh@foleyhoag.com
About Pear Therapeutics
Pear Therapeutics, Inc. is a commercial-stage healthcare company
pioneering a new class of software-based medicines, sometimes
referred to as Prescription Digital Therapeutics, which uses
software to treat diseases directly.
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. filed
their voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10429) on April 7,
2023. Christopher Guiffre, chief financial officer and chief
operating officer, signed the petitions. In the petitions, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel;
Gibbons, P.C. as Delaware counsel; Wilmer Cutler Pickering Hale and
Dorr, LLP as special counsel; and Sonoran Capital Advisors, LLC and
MTS Health Partners, L.P. as financial advisors. Stretto, Inc. is
the administrative advisor and claims and noticing agent.
PEAR THERAPEUTICS: Seeks to Hire Gibbons PC as Local Counsel
------------------------------------------------------------
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Gibbons PC as their local counsel.
Gibbons will render these services:
(a) advise the Debtors regarding Delaware local rules,
practices, precedents, and procedures and provide substantive and
strategic advice on how to accomplish their goals in connection
with the prosecution of these cases;
(b) advise and assist the Debtors with respect to their
rights, powers, and duties and take all necessary action to protect
and preserve their estates;
(c) prepare pleadings in connection with the Chapter 11
cases;
(d) appear in court and at any meeting with the U.S. Trustee
and any meeting of creditors at any given time on behalf of the
Debtors;
(e) advise the Debtors in connection with their sales of
assets;
(f) advise the Debtors concerning potential assumptions,
assignments and rejections of executory contracts and unexpired
leases;
(g) take any necessary action on behalf of the Debtors to
pursue and obtain approval of a disclosure statement and
confirmation of a Chapter 11 plan;
(h) attend meetings and negotiate with representatives of
creditors and other parties-in-interest;
(i) perform various services in connection with the
administration of the Chapter 11 cases;
(j) perform all other legal services assigned by the Debtors
to Gibbons.
The hourly rates of the firm's counsel and staff are as follows:
Robert K. Malone, Director $1000
Dale E. Barney, Director $900
David N. Crapo, Counsel $740
Mark B. Conlan, Director $690
Natasha M. Songonuga, Director $670
Chantelle D. McClamb, Director $650
Brett S. Theisen, Director $650
Kyle P. McEvilly, Associate $400
Ellen Rosen, Case Manager $325
Neal Mitchell, Paralegal $245
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, Gibbons received a total retainer of
$150,000 from the Debtors.
The firm also provided the following in response to the request for
additional information set forth in Section D of the Revised U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: Gibbons did not agree to any variation from, or
alternative to, its standard or customary billing arrangements for
matters of this nature, except that it will not bill travel time
between its offices and its office in Delaware where these cases
are pending.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: None of Gibbons' professionals included in this
engagement have varied their rate based on the geographic location
of the Chapter 11 cases.
Question: If you represented the client in the twelve months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the twelve months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and reasons for the difference.
Answer: Gibbons represented the Debtors in the twelve months
prior to the petition date. The billing rates and material
financial terms in connection with such representation have not
changed pre- or post-petition, other than due to annual or
customary firm-wide adjustments to Gibbons' hourly rates in the
ordinary course of the firm's business.
Question: Has your client approved your respective budget and
staffing plan, and if so, for what budget period?
Answer: The Debtors and Gibbons, along with other professionals,
intend to develop a prospective budget and staffing plan in a
reasonable effort to comply with the U.S. Trustee's request for
information and additional disclosures. Consistent with the Trustee
Guidelines, the budget may be amended as necessary to reflect
changed circumstances or unanticipated developments.
Robert Malone, a director at Gibbons, disclosed in a court filing
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert K. Malone, Esq.
Kyle P. McEvilly, Esq.
Gibbons PC
One Gateway Center
Newark, NJ 07102
Telephone: (973) 596-4500
Email: rmalone@gibbonslaw.com
kmcevilly@gibbonslaw.com
About Pear Therapeutics
Pear Therapeutics, Inc. is a commercial-stage healthcare company
pioneering a new class of software-based medicines, sometimes
referred to as Prescription Digital Therapeutics, which uses
software to treat diseases directly.
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. filed
their voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10429) on April 7,
2023. Christopher Guiffre, chief financial officer and chief
operating officer, signed the petitions. In the petitions, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel;
Gibbons, P.C. as Delaware counsel; Wilmer Cutler Pickering Hale and
Dorr, LLP as special counsel; and Sonoran Capital Advisors, LLC and
MTS Health Partners, L.P. as financial advisors. Stretto, Inc. is
the administrative advisor and claims and noticing agent.
PEAR THERAPEUTICS: Seeks to Hire WilmerHale as Corporate Counsel
----------------------------------------------------------------
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Wilmer Cutler Pickering Hale and Dorr LLP
(WilmerHale) as special corporate counsel.
The Debtors need a special counsel to assist in connection with
certain transactional and related strategy matters, which include
advising the company with respect to negotiating and consummating
the asset sale transactions contemplated in connection with the
Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,180 - $2,275
Counsel $1,150 - $1,385
Associates $680 - $1,195
Paraprofessionals $570 - $800
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the firm received a total payment of
$180,000 from the Debtors.
George Shuster, Jr., a partner at WilmerHale, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
George W. Shuster, Jr., Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, NY 10007
Telephone: (212) 230-8800
Email: george.shuster@wilmerhale.com
About Pear Therapeutics
Pear Therapeutics, Inc. is a commercial-stage healthcare company
pioneering a new class of software-based medicines, sometimes
referred to as Prescription Digital Therapeutics, which uses
software to treat diseases directly.
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. filed
their voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10429) on April 7,
2023. Christopher Guiffre, chief financial officer and chief
operating officer, signed the petitions. In the petitions, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel;
Gibbons, P.C. as Delaware counsel; Wilmer Cutler Pickering Hale and
Dorr, LLP as special counsel; and Sonoran Capital Advisors, LLC and
MTS Health Partners, L.P. as financial advisors. Stretto, Inc. is
the administrative advisor and claims and noticing agent.
PEAR THERAPEUTICS: Seeks to Tap Stretto as Administrative Advisor
-----------------------------------------------------------------
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Stretto, Inc. as their administrative advisor.
Stretto will render these services:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes; prepare any related reports, as required
in support of confirmation of a Chapter 11 plan;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and
(f) provide such other solicitation, balloting, and other
administrative services.
Prior to the petition date, the Debtors provided Stretto an advance
in the amount of $10,000.
The hourly rates of Stretto's professionals are as follows:
Consultant $70 - $200
Director/Managing Director $210 - $250
Solicitation Associate $230
Director of Securities & Solicitations $250
In addition, the firm will seek reimbursement for expenses
incurred.
Sheryl Betance, a senior managing director of Stretto, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About Pear Therapeutics
Pear Therapeutics, Inc. is a commercial-stage healthcare company
pioneering a new class of software-based medicines, sometimes
referred to as Prescription Digital Therapeutics, which uses
software to treat diseases directly.
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. filed
their voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10429) on April 7,
2023. Christopher Guiffre, chief financial officer and chief
operating officer, signed the petitions. In the petitions, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel;
Gibbons, P.C. as Delaware counsel; Wilmer Cutler Pickering Hale and
Dorr, LLP as special counsel; and Sonoran Capital Advisors, LLC and
MTS Health Partners, L.P. as financial advisors. Stretto, Inc. is
the administrative advisor and claims and noticing agent.
PEAR THERAPEUTICS: Taps MTS as Financial Advisor/Investment Banker
------------------------------------------------------------------
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ MTS Health Partners, LP as financial advisor and
investment banker.
MTS will render these services:
(a) assist the Debtors in identifying and evaluating
candidates for a sale;
(b) assist the Debtors in identifying potential investors and
arranging a sale to investors;
(c) contact potential candidates which may be appropriate for
consummating a sale and meet with representatives of such
candidates and provide such representatives with information about
the Debtors;
(d) advise and assist the Debtors in considering the
desirability of effecting a sale and developing and implementing a
general strategy for accomplishing and negotiating a sale;
(e) perform valuation analyses regarding the Debtors and the
implications of a sale using financial projections provided by the
Debtors;
(f) advise and assist the Debtors in preparing a document or
documents describing them and their management and financial status
for use in discussions about a sale;
(g) advise and assist senior management of the Debtors in
making presentations to the Board of Directors of the Debtors
concerning a sale; and
(h) participate in any hearings in the Chapter 11 cases with
respect to the matters upon which MTS has provided advice to the
Debtors.
The Debtors paid MTS a $100,000 retainer in the form of Class A
common stock of Debtor Pear Therapeutics, Inc. In addition to the
retainer, the Debtors have agreed to pay MTS a monthly fee of
$100,000 payable on the petition date.
The Debtors and MTS have agreed to the following terms of
compensation:
A. M&A Transaction Success Fee: A transaction fee equal to the
percentage outlined below of the total consideration:
(i) $2,000,000 if the total consideration is less than
$150,000,000; or
(ii) 1.50% of total consideration if total consideration is
equal to or greater than $150,000,000 and less than $225,000,000;
or,
(iii) 1.75% of total consideration if total consideration is
equal to or greater than $225,000,000 and less than $250,000,000;
or,
(iv) 2.00% of total consideration if total consideration is
equal to or greater than $250,000,000.
B. Private Placement Transaction Success Fee: 6 percent of the
gross proceeds from the private placement transaction introduced to
the Debtors by MTS after being precleared by the Debtors.
C. Restructuring Fee: If any restructuring transaction is
consummated, the Debtors will pay MTS a one-time cash fee as
outlined below, payable promptly upon the consummation of any
restructuring transaction in the amount of:
(i) $500,000 if total consideration is equal to or greater
than $5,000,000 and less than $10,000,000; or,
(ii) $1,000,000 if total consideration is equal to or greater
than $10,000,000 and less than $40,000,000; or,
(iii) $1,500,000 if total consideration is equal to or greater
than $40,000,000 and less than $150,000,000; or,
(iv) $2,000,000 if total consideration is equal to or greater
than $150,000,000 and less than $225,000,000; or,
(v) 1.50% of total consideration if total consideration is
equal to or greater than $225,000,000 and less than $250,000,000;
or,
(vi) 1.75% of total consideration if total consideration is
equal to or greater than $250,000,000; or
(vii) 2.00% of total consideration if total consideration is
equal to or greater than $250,000,000.
D. Reimbursement of expenses incurred.
Michael Ludwig, a partner at MTS Health Partners, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Ludwig
MTS Health Partners, LP
623 Fifth Avenue, 14th Floor
New York, NY 10022
Telephone: (212) 887-2100
Email: ludwig@mtspartners.com
About Pear Therapeutics
Pear Therapeutics, Inc. is a commercial-stage healthcare company
pioneering a new class of software-based medicines, sometimes
referred to as Prescription Digital Therapeutics, which uses
software to treat diseases directly.
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. filed
their voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10429) on April 7,
2023. Christopher Guiffre, chief financial officer and chief
operating officer, signed the petitions. In the petitions, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel;
Gibbons, P.C. as Delaware counsel; Wilmer Cutler Pickering Hale and
Dorr, LLP as special counsel; and Sonoran Capital Advisors, LLC and
MTS Health Partners, L.P. as financial advisors. Stretto, Inc. is
the administrative advisor and claims and noticing agent.
PEAR THERAPEUTICS: Taps Sonoran Capital as Financial Advisor
------------------------------------------------------------
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Sonoran Capital Advisors, LLC as their financial
advisor.
Sonoran will render these services:
(a) liaise with the Debtors' counsel, board members, and
creditor constituencies;
(b) assist with cash flow and budgeting;
(c) oversee creation of schedules and statements;
(d) assist with motions to be filed with the court;
(e) assist with the preparation for and participate in the
Debtors' initial interview and other interactions with the U.S.
Trustee;
(f) assist with the preparation for and participate in meeting
with creditors;
(g) assist with the preparation of monthly operating reports;
and
(h) oversee, as necessary, the creation of a plan of
reorganization or liquidation and/or sale and/or settlement
projections, analyses, and related courts requirements.
The hourly rates of the firm's professionals are as follows:
Managing Directors $595
Senior Consultants $495
Directors $395
Associates $295
Analysts $195
In addition, the firm will seek reimbursement for expenses
incurred.
Sonoran received payments and a retainer from the Debtors totaling
$174,966.40.
Matthew Foster, a managing director at Sonoran Capital Advisors,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Matthew Foster
Sonoran Capital Advisors, LLC
1733 N. Greenfield Rd., Suite 104
Mesa, AZ 85205
Telephone: (480) 825-6650
About Pear Therapeutics
Pear Therapeutics, Inc. is a commercial-stage healthcare company
pioneering a new class of software-based medicines, sometimes
referred to as Prescription Digital Therapeutics, which uses
software to treat diseases directly.
Pear Therapeutics, Inc. and Pear Therapeutics (US), Inc. filed
their voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10429) on April 7,
2023. Christopher Guiffre, chief financial officer and chief
operating officer, signed the petitions. In the petitions, the
Debtors reported $10 million to $50 million in both assets and
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel;
Gibbons, P.C. as Delaware counsel; Wilmer Cutler Pickering Hale and
Dorr, LLP as special counsel; and Sonoran Capital Advisors, LLC and
MTS Health Partners, L.P. as financial advisors. Stretto, Inc. is
the administrative advisor and claims and noticing agent.
PENDLETON WEST: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Pendleton West Portfolio LLC
2305 Pendleton Street
Memphis TN 38114
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101 (51B)).
Involuntary Chapter
11 Petition Date: May 11, 2023
Court: United States Bankruptcy Court
Western District of Tennessee
Case No.: 23-22291
Judge: Hon. Denise E. Barnett
Petitioners' Counsel: Not Indicated
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/UVAQSPA/Pendleton_West_Portfolio_LLC__tnwbke-23-22291__0002.0.pdf?mcid=tGE4TAMA
Alleged creditors who signed the petition:
Petitioner Nature of Claim Claim Amount
1. Joel Rosenberg Investor $126,360
11 Lee Avenue
Monroe NY 10950
2. Chaim Lefkowitz Investor $144,260
1 Preshburg Blvd
Monroe NY 10950
3. Joseph Oshry Management Fees $122,770
4118 14th Avenue
Brooklyn NY 11219
PETE'S FINE MEATS: Seeks to Hire Kean Miller as Legal Counsel
-------------------------------------------------------------
Pete's Fine Meats, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Kean Miller, LLP
as counsel.
The Debtor requires legal counsel to:
a. render advice with respect to the Debtor's powers and duties
in the continued operation of its business;
b. take all necessary action to protect and preserve the
Debtor's bankruptcy estates, including the prosecution of actions,
contested matters, or proceedings on behalf of the Debtor, the
defense of any actions, contested matters, or proceedings commenced
against the Debtor, and negotiations concerning all litigation in
which the Debtor is involved;
c. prepare legal papers;
d. assist in preparing and filing a plan of reorganization, and
if necessary, a disclosure statement; and
e. perform other legal services.
The firm will be paid at these rates:
Attorneys $230 to $520 per hour
Paraprofessionals $140 to $220 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Broocks Wilson, Esq., an attorney at Kean Miller, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Broocks M. Wilson, Esq.
Kean Miller, LLP
711 Louisiana, Suite 1800
Houston, TX 77002
Tel: (713) 844-3000
Email: mack.wilson@keanmiller.com
About Pete's Fine Meats
Pete's Fine Meats, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Texas Case No. 23-31036) on March 27, 2023, with
$50,001 to $100,000 in assets and $100,001 to $500,000 in
liabilities. Judge Christopher M. Lopez oversees the case.
Broocks M. Wilson, Esq., at Kean Miller, LLP is the Debtor's legal
counsel.
PILL CLUB: Seeks to Hire Morrison & Foerster as Special Counsel
---------------------------------------------------------------
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 Morrison & Foerster LLP as special transactional
counsel.
The firm will render these services:
(a) advise and represent the Debtors concerning preparation
and negotiation of the "stalking horse" asset purchase agreement
with the counterparty currently under letter of intent;
(b) advise and represent the Debtors in connection with the
disclosure schedules relevant to such asset purchase agreement;
and
(c) subject to the limitations of section 327(e) of the
Bankruptcy Code, perform directly related legal services and
provide directly related transactional legal advice to the
Debtors.
The hourly rates of the firm's counsel and staff are as follows:
Partners and Senior of Counsel $1,200 - $2,050
Of Counsel $1,050 - $1,650
Associates $710 - $1,130
Paraprofessionals $340 - $560
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also provided the following in response to the request for
additional information set forth in Section D of the Revised U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: No.
Question: If you represented the client in the twelve months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the twelve months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and reasons for the difference.
Answer: See Response to Question 1. The 12 months prepetition
included time in 2022. The firm's standard hourly rates in calendar
year 2022 ranged as follows:
Billing Category 2022 U.S. Range
Partners and Senior of Counsel $1,125 - $1,875
Of Counsel $825 - $1,500
Associates $655 - $1,050
Paraprofessionals $320 - $540
Billing Category 2023 U.S. Range
Partners and Senior of Counsel $1,200 - $2,050
Of Counsel $1,050 - $1,650
Associates $710 - $1,130
Paraprofessionals $340 - $560
Question: Has your client approved your respective budget and
staffing plan, and if so, for what budget period?
Answer: The Debtors and Morrison & Foerster expect to develop a
budget and staffing plan for this matter.
Steve Rowles, Esq., a partner at Morrison & Foerster, 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:
Steve Rowles, Esq.
Morrison & Foerster LLP
12531 High Bluff Drive, Suite 100
San Diego, CA, 92130-2040
Telephone: (858) 720-5100
Facsimile: (858) 720-5125
Email: srowles@mofo.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.
The Debtor and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. 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; Morrison & Foerster LLP as special
transactional counsel; and MTS Health Partners, LP as investment
banker. BMC Group, Inc. is the claims and noticing agent.
PILL CLUB: Seeks to Tap MTS Health Partners as Investment Banker
----------------------------------------------------------------
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 MTS Health Partners, LP as investment banker.
MTS will render these services:
(a) evaluate alternative structures and strategies for
implementing a restructuring transaction;
(b) advise the Debtors in their discussions with their lenders
and other creditors concerning any restructuring transaction;
(c) prepare offering, marketing, or other transaction
materials concerning the Debtors and a restructuring transaction
for distribution and presentation to investors and/or the Debtors'
creditors;
(d) identify, solicit, and evaluate proposals from investors,
the Debtors' creditors, or any other prospective transaction
counterparties;
(e) negotiate terms of a restructuring transaction with the
Debtors' creditors, investors, or other transaction counterparties,
if requested by the Debtors;
(f) provide financial advice and assistance to the Debtors in
developing and seeking approval of any restructuring transaction;
and
(g) participate in hearings before the court with respect to
the matters upon which MTS has provided advice.
The Debtors and MTS have agreed to the following terms of
compensation:
A. A monthly restructuring fee of $125,000.
B. A transaction fee based on the following schedule:
(i) If total consideration is equal the lesser of (i) the
proposed Stalking Horse bid, as negotiated as of the date of the
Engagement Letter, or (ii) the Stalking Horse bid proposed by the
Company to the Bankruptcy Court then a cash fee of $875,000;
(ii) If total consideration is between (i) the value of the
Stalking Horse Bid (plus overbid protections) and (ii) $50 million
then a cash fee equal to 3.5% of total consideration;
(iii) If total consideration is more than $50 million then a
cash fee equal to 3.5% of total consideration up to $50 million and
4% of total consideration above $50 million.
The firm also provided the following in response to the request for
additional information set forth in Section D of the Revised U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: MTS has not agreed to a variation of its standard or
customary billing arrangements for this engagement.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: MTS has not varied any of its fees based on the
geographic location of the Chapter 11 cases.
Question: If you represented the client in the twelve months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the twelve months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and reasons for the difference.
Answer: MTS was retained by the Debtors pursuant to the
Engagement Letter, and the (i) material terms of the prepetition
engagement are the same as the terms described in the application
and this declaration and (b) the fees have not changed.
Jay Shiland, a partner at MTS Health Partners, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jay A. Shiland
MTS Health Partners, LP
623 Fifth Avenue, 14th Floor
New York, NY 10022
Telephone: (212) 887-2100
Email: shiland@mtspartners.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.
The Debtor and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. 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; Morrison & Foerster LLP as special
transactional counsel; and MTS Health Partners, LP as investment
banker. BMC Group, Inc. is the claims and noticing agent.
PLANT-BASED INVESTMENT: Financial Woes Prompt CCAA Filing
---------------------------------------------------------
Plant-Based Investment Corp., ("PBIC") brought an application under
the Companies' Creditors Arrangement Act ("CCAA") for the
appointment of a Monitor and other relief.
The Ontario Superior Court of Justice granted the relief sought by
the Company and issued an Initial Order pursuant to the CCAA on May
1, 2023. The Initial Order provides for a Stay of all proceedings
until May 11, 2023, against the Company and appoints msi Spergel
inc., as Monitor of the business and financial affairs of the
Company.
According to court documents, PBIC's financial position has
suffered from the downturn in the market for Plant-Based Industry
securities. From and including its 2019 fiscal year, PBIC has
operated at a net loss. Over the past four years, PBIC has lost
over $25,000,000 in total asset value: from $39,805,931 at the end
of its 2019 fiscal year to $14,744,220 as at July 31, 2022.
Further, PBIC is effectively out of cash.
PBIC can no longer financially support its investments. As such,
over the past 18 months, PBIC has relentlessly sought a strategic
partner. Unfortunately, none has been found and PBIC has had to
liquidate short term assets to generate capital to preserve the
value of its most material investments.
On or around March 6, 2023, PBIC became subject to a cease trade
order issued by the Ontario Securities Commission, for failure to
make timely filing of its 2022 audited annual financial statements.
Accordingly, equity capital is not currently available to PBIC.
A copy of the Initial Order is available on the Monitor’s Case
Website
at
https://www.spergelcorporate.ca/engagements/plant-based-investment-corp/
Monitor can be reached at:
msi Spergel inc.
200 Yorkland Blvd., Suite 1100
Toronto, Ontario, M2J 5C1
Mukul Manchanda
Email: mmanchanda@spergel.ca
Tel: 416-498-4314
Philip Gennis
Email: PGennis@spergel.ca
Tel: 416-498-4325
Counsel for the Monitor:
Gowling WLG (Canada) LLP
1 First Canadian Place
100 King Street West, Suite 1600
Toronto, Ontario, M5X 1G5
Clifton P. Prophet
Email: clifton.prophet@gowlingwlg.com
Tel: 416-862-3509
Heather Fisher
Email: heather.fisher@gowlingwlg.com
Tel: 416-369-720
Counsel for the Company:
Miller Thomson LLP
Scotia Plaza
40 King Street West, Suite 5800
P.O. Box 1011
Toronto, Ontario, M5H 3S1
Larry Ellis
Email: lellis@millerthomson.com
Tel: 416-595-8639
Patrick Corney
Email: pcorney@millerthomson.com
Tel: 416-595-8555
James W. Reid
Email: jwreid@millerthomson.com
Tel: 403-298-2418
Plant-Based Investment Corp. is a public corporation incorporated
under the Canada Business Corporations Act that is listed on the
Canadian Securities Exchange under the symbol "PBIC".
PLOURDE SAND: Seeks Access to $487,886 of Cash Collateral
---------------------------------------------------------
Plourde Sand & Gravel Co., Inc. asks the U.S. Bankruptcy Court for
the District of New Hampshire for authority to use cash collateral
and provide adequate protection.
The Debtor requires the use of cash collateral up to the maximum
amount of $487,886 to pay the costs and expenses provided for in
the Budget for the period beginning on June 1, 2023 and ending on
August 31, 2023.
The Debtor seeks to provide the Internal Revenue Service and
Greenlake Investments with the following adequate protection for
any loss or diminution in value of the cash collateral securing
their claims to the extent such claims qualify as secured claims:
(1) The Debtor will deposit into a segregated escrow account
designated as a "Plourde Sand & Gravel, Inc., Debtor in Possession"
account at TD Bank, which is an approved depository for debtor in
possession funds, the monthly sum of $26,157 on the 30th day of
each month. The Adequate Protection Deposits will continue each
month during the Use Period or until further order of Court. The
funds will be applied to the secured debt of the IRS and/or
Greenlake Fund as their interests may ultimately be adjudicated,
determined and ordered by this Court or as they may mutually agree
subject to the approval of the Court. The Debtor will grant all
Potential Record Lienholders that hold or claim to hold valid,
binding, enforceable and automatically perfected liens on the
Debtor's post-petition property of the same kinds, types and
description in, to and on which a Potential Record Lienholder held
valid and enforceable, perfected liens on the Petition Date, each
of which will have and enjoy the same priority as such liens had
under applicable state law on the Petition Date, if any. The Record
Cash Collateral Liens held by the other Potential Cash Collateral
Record Lienholder confer any value on them.
(2) The Debtor will provide to all Potential Record
Lienholders that hold or claim to hold liens on the real property
of the estate certificates of property and casualty insurance in
amounts not less than the amount in effect on the petition date;
such certificates of insurance will name the United States Trustee
as a certificate holder and the Potential Record Lienholders as
loss payees and will provide that the insurance company will use
its best effort to give the UST and each loss payee at least 14
days notice of the cancellation or prospective cancellation of such
a policy to each loss payee.
A copy of the Debtor's motion is available at
https://bit.ly/3Be3V49 from PacerMonitor.com.
About Plourde Sand & Gravel Co., Inc.
Plourde Sand & Gravel Co., Inc. owns eight properties located in
New Hampshire having an aggregate total value of $5.34 million.
Plourde Sand filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 23-10039) on Jan. 30, 2023. In the petition signed
by Daniel O. Plourde, sole shareholder and vice president, the
Debtor disclosed $9,192,623 in assets and $8,072,411 in
liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLC, is the Debtor's legal counsel.
PLURALSIGHT INC: Ares Capital Marks $200,000 Loan at 50% Off
------------------------------------------------------------
Ares Capital Corporation has marked its $200,000 loan extended to
Pluralsight Inc to market at $100,000 or 50% of the outstanding
amount, as of March 31, 2023, according to a disclosure contained
in Ares Capital's Form 10-Q for the quarterly period ended March
31, 2023, filed with the Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured
revolving loan to Pluralsight Inc. The loan accrues interest at a
rate of 12.78% (LIBOR (Q) + 8%) per annum. The loan matures in
April 2027.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Pluralsight Inc is an online education learning platform.
PROFESSIONAL FIGHTERS: Ares Capital Marks $200,000 Loan at 50% Off
------------------------------------------------------------------
Ares Capital Corporation has marked its $200,000 loan extended to
Professional Fighters League, LLC and PFL MMA, Inc. to market at
$100,000 or 50% of the outstanding amount, as of March 31, 2023,
according to a disclosure contained in Ares Capital's Form 10-Q for
the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in a Second lien senior secured loan
to Professional Fighters League, LLC and PFL MMA, Inc. The loan
accrues interest at a rate of 14% Payment in Kind per annum. The
loan matures in January 2026.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Professional Fighters League, LLC and PFL MMA, Inc is a mixed
martial arts league.
PROMEDICA HEALTH: Fitch Cuts IDR to BB-, On Watch Negative
----------------------------------------------------------
Fitch Ratings has downgraded ProMedica Health System, OH's
(ProMedica) Long-Term Issuer Default Rating (IDR) to 'BB-' from
'BB+'. In addition, Fitch has downgraded approximately $1.8 billion
in bonds (series 2015A, 2015B, 2018A and 2018B) issued by various
issuers on behalf of ProMedica to 'BB-' from 'BB+'.
At the same time, Fitch has placed ProMedica's ratings on Rating
Watch Negative.
Entity/Debt Rating Prior
----------- ------ -----
ProMedica
Health System,
Inc.(OH) LT IDR BB- Downgrade BB+
ProMedica
Health System,
Inc. (OH)
/General
Revenues/1 LT LT BB- Downgrade BB+
The 'BB-' rating reflects the precipitous decline in liquidity in
fiscal 2022, which has placed significant pressure on an already
weak balance sheet and leaves the organization with very little
flexibility should management's financial improvement plan not
materialize fully. The 'BB-' rating also reflects Fitch's concern
related to the retained senior care business. While this division
was reduced drastically following the divestures of the skilled
nursing facilities (SNF) in FY22, the remaining assisted living and
memory care facilities have historically been a drain on operations
and are expected to continue to generate operating losses.
Additionally, there is also some near-term transition risk related
to a small portion of SNFs that have not moved over to new
operators and the sale of hospice and home health.
The Negative Watch reflects the uncertainty surrounding the sale of
hospice and home health, for which ProMedica has not obtained the
necessary approvals from regulators yet. ProMedica signed an asset
purchase agreement in February 2023 for the hospice and home health
businesses with an outside closing date of Dec. 31, 2023.
Management plans to use proceeds from the sale to pay down
approximately $452 million of various series of direct placement
debt for which it violated its debt-to-capital ratio in 2022. The
lenders for this debt have executed a consent/suspension for the
covenant, which provides ProMedica with the time required to close
the hospice sale and pay off the private placement debt thereby
eliminating the private bank covenants. If the sale does not go
through or is delayed beyond the expiration of the covenant
suspension (mid-August 2023), there could be additional rating
pressure, depending on the outcome. If the transitions of SNF and
hospice move along as expected and the remaining divisions
demonstrate consistent improvement and liquidity stabilizes from
current levels, a Stable Outlook would be possible. However, if
there is any delay beyond what management has articulated,
including the pay off the private placement debt or if the
remaining divisions operating performance is weaker than expected,
a downgrade is likely, particularly in light of ProMedica's
leverage metrics, which are light for the rating.
Fitch views management's willingness to monetize assets favorably
and ultimately views the sale of the Welltower SNF and pending sale
of the hospice and home health division as a credit positive.
Nevertheless, Fitch believes that ProMedica remains in a precarious
position given its very thin liquidity, uncertainty of the current
operating environment and risks related to certain financial
covenants. Fitch previously anticipated that the sale of the SNF
and hospice and home health business would provide a material cash
infusion to the organization, however, that is unlikely given some
of the financial implications and terms related to these
transactions, as such, Fitch expects a very modest net increase in
cash. Therefore, Fitch expects that liquidity growth will be
limited and dependent on consistent improvement in cash flow. A
track record of operating performance needs to be established
before Fitch can fully assess the longer-term stability of the
organization post-divestiture.
SECURITY
The bonds are secured by a joint and several assignments of, and
security interest in, the gross revenues of each member of the
Obligated Group. Obligated members include: The Toledo Hospital,
Bay Park Community Hospital, Defiance Hospital, Inc., Fostoria
Hospital Association, Memorial Hospital, ProMedica Continuing Care
Services Corporation, Emma L. Bixby Medical Center, Lenawee Long
Term Care (d/b/a Provincial House of Adrian), and Mercy Memorial
Hospital Corporation.
Obligated issuers are covenanted to cause group affiliates, which
are directly or indirectly controlled by the obligated issuers, to
make monies available to the obligated issuer. In addition, there
is a 1.10x debt service ratio covenant and a cash on hand covenant
of 45 days. Breach of either of these two financial covenants
requires a consultant call in.
KEY RATING DRIVERS
Revenue Defensibility - 'bbb'
Strong Inpatient Market Share
ProMedica benefits from its leading inpatient market share in its
primary service area of Toledo, OH, which is supported by its
growing provider base and outpatient and ambulatory care networks.
Across its 12 hospitals, ProMedica retains approximately 32% share,
followed by Mercy Health with 22% share. ProMedica's acute care
footprint expands beyond Ohio, with hospitals located in Southeast
Michigan. ProMedica employs around 1,200 physicians and providers
and operates over 350 access points across the 28 counties it
serves in northwest Ohio and southeast Michigan.
Fitch's revenue defensibility assessment is supported by the
insurance division where it currently covers approximately 304,000
dental members and just under 88,000 health members and through its
senior division where it continues to operate 59 assisted living
facilities (ALFs) and nine SNFs. This provides the organization
with additional revenue diversity, though Fitch notes diversity has
narrowed due to divestitures and ProMedica's exit from the Medicaid
market.
The payor mix within the provider division is in line with Fitch's
midrange assessment with about 21% of gross revenue coming from
Medicaid and Self-pay.
ProMedica's overall service area has generally weak demographics
that are characterized by weak population growth and median
household income and an unemployment rate that exceeds national
averages. However, Fitch does not expect any immediate payor mix
deterioration and its payor mix has been fairly stable.
Operating Risk - 'b'
Continued Significant Operational Losses with a Slow Recovery
Expected
ProMedica has faced a multi-year trend of significant operating
losses and Fitch expects that performance will remain pressured
even after the completion of the divestitures as the acute care
sector continues to face headwinds, although some challenges appear
to be tapering. Additionally, ProMedica's senior care division,
where it will continue to operate 59 ALFs, is also expected to
experience continued operational pressure. While the ALF business
was not as affected by the pandemic as the SNF business, census has
not fully recovered and staffing remains a challenge. The ALF
business has generated negative cash flow since 2020.
FY22 reflected another year of operating losses due to the stressed
operating environment with ProMedica reporting a $518.3 million
loss. When excluding non-cash items relating to impairment charges,
operating losses would total $104.5 million, which translates into
a 3.9% operating EBITDA margin. The loss was driven by the
remaining assets in the senior care division, which continue to
experience operational losses, a reduction in CARES funding,
increased labor and benefit cost, and higher agency cost. While
FY22 performance was encouraging as the provider and insurance
divisions generated positive cash flow, a longer-term track record
of operating performance needs to be established in order to asses
stability.
Looking ahead, ProMedica is forecasting improvement in the provider
division, which is expected to be achieved through improved rates,
a reduction in agency usage, opening bed capacity, growth in its
physician group, and numerous cost saving initiatives. These
benefits are expected to be diluted by the operating challenges in
the senior care division and weaker performance in the insurance
division as it continues to transfer administration of Medicaid to
Anthem. Fitch expects that results should begin to stabilize in
2024, assuming all transactions are closed successfully and the
recovery plan for the provider division materializes. Moreover,
Fitch believes that management will continue to focus on optimizing
its portfolio through continued evaluation of business lines,
partnerships and real estate.
ProMedica's historical capital spending has been healthy as
evidenced by its capex averaging 195% of depreciation from fiscal
years 2017-2019. Capex spending declined significantly in FY20 and
has remained well below depreciation the last two years in order to
preserve liquidity. Management's 2023 capital budget targets
approximately $92 million of spend, with the bulk of it attributed
to the provider division. Management expects to ramp up capital
beyond 2023, however, it is likely management will need to be
judicious with respect to capex given the persistent volatility in
performance and recent erosion of liquidity.
Financial Profile - 'bb'
Deteriorating Liquidity Cushion
ProMedica's leverage and liquidity position are currently weak for
the rating category. At FYE22, ProMedica had $2.8 billion of debt
(which includes approximately $493 million of lease liabilities)
and $937 million of unrestricted cash and investments, or 84 days'
cash on hand (DCOH), and 33% of cash-to-adjusted debt. Unrestricted
reserves are down significantly from FYE21 when ProMedica had $1.9
billion or 139 DCOH and 61% of cash to debt (based on restated FY21
financials). The decline in cash is due to multiple factors,
including, material cash flow losses, cost related to exiting the
SNF business, runoff of Anthem claims, pay-out of severance and
professional fees, repayment of debt, and collateral postings.
Despite the expectation for a cash infusion from the sale of the
hospice and home health business and a contingency payment related
to the transition of the Anthem business, Fitch does not expect a
material increase in unrestricted reserves given the expectation
for some non-recurring items related to the SNF sale, repayment of
the private placement debt and other various items.
Fitch's forward-looking scenario analysis indicates that
ProMedica's key liquidity and leverage metrics will remain
pressured with cash-to-adjusted debt hovering below 40% as the
system continues to face various challenges that continue to
disrupt operations.
Asymmetric Additional Risk Considerations
There are no asymmetric risk factors associated for this rating.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Failure to resolve covenant violations with respect to the direct
placement debt.
- Failure to begin improvement such that ProMedica is on a
trajectory to realize a 5%-6% operating EBITDA margin, could result
in further rating pressure.
- Balance sheet dilution, such that cash-to-adjusted debt drops
below current levels.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- The rating would be removed from Rating Watch Negative if the
uncertainty around the sale of hospice and home health and payment
of the private placement debt is resolved.
Assigning a Stable Outlook would be based on successful transition
of the remaining SNFs and hospice business along with the payoff of
the direct placement debt.
- Stabilization in operating performance and liquidity.
PROFILE
Headquartered in Toledo, OH, ProMedica operates 11 hospitals in two
states (and one joint venture hospital), a health plan, and
continues to operate 188 senior care locations including hospice
and home healthcare agencies, assisted living and memory care
facilities, and skilled nursing and rehabilitation.
In 2022, ProMedica announced plans to exit the SNF business
beginning with the transfer of 147 properties formerly subject to a
lease between Well PM Properties, LLC and HCR ManorCare, Inc. The
transfer closed on Dec. 22, 2022. At closing, ProMedica funded an
operating reserve for the transferred SNFs in consideration for
being relieved from all further obligations (with the exception of
seven post-closing transferred facilities) and the termination of
the lease obligations.
Health plan coverage was reduced significantly in 2022 as the Ohio
Department of Medicaid informed ProMedica in 2021 that it was not
selected as a future managed care plan provider within the state
beginning in June 2022.
On Feb. 17, 2023, ProMedica entered into a definitive agreement to
sell the majority of its Hospice and Homecare division for $710
million. The transaction has an outside closing date of Dec. 31,
2023.
In addition to the sources of information identified in Fitch's
applicable criteria specified below, this action was informed by
information from Lumesis.
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.
RAINMAKER HEALTH: Unsecureds to Split $12K in Consensual Plan
-------------------------------------------------------------
Rainmaker Health Solutions, Inc., filed with the U.S. Bankruptcy
Court for the Middle District of Florida a Plan of Reorganization
dated May 7, 2023.
The Debtor is a Florida for profit corporation organized by
Articles of Incorporation filed with the Florida Secretary of State
on July 27, 2020. The Debtor operates a Pearle Vision franchise,
providing services ranging from comprehensive eye care to fitting
prescription eyeglasses, sunglasses, and contact lenses
The Debtor's principal place of business is located at 11024 W.
Colonial Drive, Ste 30, Ocoee, FL 34761, in Orange County, Florida.
The Debtor has a leasehold interest. On the Petition Date, the
Debtor has 4 employees, including 2 insiders. The Debtor's annual
gross revenue is approximately $503,90.73.
Class 1 consists of the Allowed Secured Claim of Huntington in the
Allowed Amount of $202,600. This Claim is irrevocably Allowed and
is secured by a lien on the Huntington Collateral. Huntington's
lien on the Huntington Collateral is conclusively determined to be
a first priority, perfected and unavoidable lien. The Debtor shall
pay this Claim (a) in equal monthly installments commencing on the
Effective Date and continuing on the 15th day of each month
thereafter based on a 15-year amortization with interest accruing
at the annual rate of 7%, resulting in a monthly payment amount of
$1,821.03, and (b) with a balloon payment on the maturity date of
May 15, 2028 ("Maturity Date").
Class 2 consists of the Secured Claim of Leaf. This Claim is
secured by a lien on the Leaf Collateral. The Class 2 Secured Claim
is approximately $40,390.00, minus any payments made post-petition.
This Class is Unimpaired.
Class 3 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: The Debtor proposes to pay
unsecured creditors a pro rata portion of $12,000.00. Payments will
be made in equal quarterly payments of $1,000.00. 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 3 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
$100,000 per year. Holders of class 3 claims shall be paid directly
by the Debtor.
Class 4 consists of any and all equity interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of a Class 4 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 7, 2023 is
available at https://bit.ly/3LXMPws from PacerMonitor.com at no
charge.
Attorney for Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord Street
Orlando, Florida 3280
Telephone (407) 894-6834
Fax (407) 894-8559
E-mail: jeff@bransonlaw.com
E-mail: jacob@bransonlaw.com
About Rainmaker Health Solutions
Rainmaker Health Solutions, Inc., operates a Pearle Vision
franchise located at 11024 W. Colonial Drive, Ocoee, FL 34761,
providing services ranging from comprehensive eye care to fitting
prescription eyeglasses, sunglasses, and contact lenses.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00447) on Feb. 6,
2023. In the petition signed by Kim Dawson, president, the Debtor
disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Tiffany P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's
legal counsel.
RD HOLDCO: Ares Capital Marks $25.1M Loan at 54% Off
----------------------------------------------------
Ares Capital Corporation has marked its $25.1 million loan extended
to RD Holdco Inc to market at $11.6 million or 46% of the
outstanding amount, as of March 31, 2023, according to a disclosure
contained in Ares Capital's Form 10-Q for the quarterly period
ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a Second lien senior secured loan
to RD Holdco Inc. The loan matures in October 2026. Ares Capital
classified the Loan as non-accrual as of March 31, 2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
RD Holdco Inc is a manufacturer and marketer of carpet cleaning
machines.
ROBBINS ENTERPRISES: Seeks to Hire Nordlund Associates as Broker
----------------------------------------------------------------
Robbins Enterprises LLC seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Nordlund
Associates, Inc. as real estate broker.
The Debtor needs a real estate broker to assist in the marketing
and sale of its commercial real estate property located at 363
Middlesex Avenue, Wilmington, Mass.
The Debtor proposes to pay the broker a commission of 5 percent of
the property's gross sale price.
Chris Everest, a real estate agent at Nordlund Associates,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Chris N. Everest
Nordlund Associates, Inc.
199 Rosewood Drive, Suite 150
Danvers, MA 01923
Telephone: (978) 762-0500
Facsimile: (978) 762-0505
Email: ceverest@nordlundassociates.com
About Robbins Enterprises
Robbins Enterprises, LLC sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10508) on
April 3, 2023, listing under $1 million in both assets and
liabilities. Judge Janet E. Bostwick oversees the case.
Peter M. Daigle, Esq., at Daigle Law Office represents the Debtor
as counsel.
ROOF IT BETTER: Reaches Agreement with Sun Coast; Amends Plan
-------------------------------------------------------------
Roof It Better, LLC, submitted an Amended Plan of Reorganization
and Disclosure Statement dated May 8, 2023.
All payments under this Plan shall commence on the Effective Date
of the Plan.
The Debtor shall continue to be operated and managed by Timothy and
Teresa Mehaffey. Mr. Mehaffey is the 100% owner of the Debtor and
Teresa Mehaffey is the Manager.
Like in the prior iteration of the Plan, general unsecured claims
prior to the filing of any objections total the amount of
$1,484,117.36, which will be paid over the 5-year term of the Plan
at the rate of $500.00 per month on a pro-rata basis.
There shall be no distribution to the equity holders of the
Debtor's under the confirmed Plan and no dividends to this class of
claimants. The equity member shall retain his currently held equity
interest in the Debtor.
The creditors will be paid from the current and the projected
future income received of the Debtor. The Debtor submits that there
will be sufficient income to make all distributions pursuant to the
Plan on the secured claims and provide a reasonable dividend to
unsecured creditors.
Except as otherwise provided in this Plan, confirmation of the Plan
shall be deemed to have discharged the Debtor, and its
professionals, pursuant to Section 1141(d)(1) of the Code from any
claim that arose on or prior to the Confirmation Date, and any
claim of a kind specified in Section 502(g), (h) or (I) of the
Bankruptcy Code whether or not: (i) a proof of the claim is filed
or deemed to be filed under Sections 501 and 1111(a) of the
Bankruptcy Code; (ii) such claim is allowed under Section 502 of
the Bankruptcy Code; or (iii) the holder of such claim has accepted
the Plan.
In consideration for the significant post-petition new value
contributions made by Timothy Mehaffey and Teresa Mehaffey, their
personal guarantees for obligations of the Debtor to the Disclosure
Statement shall be discharged upon confirmation of this plan.
The payments to be made pursuant to this Plan by the Debtor shall
be in full settlement and satisfaction of all claims against the
Debtor.
Agreement Regarding Suncoast Roofing Supply
Suncoast Roofing Supply shall also have an allowed general
unsecured claim of $42,317.97. Such general unsecured claim is not
subject to any setoffs, defenses, claims, or counterclaims, and any
such setoffs, defenses, claims, or counterclaims, whether of the
Debtor, the Estate, and of any Chapter 11 trustee, Chapter 7
trustee or estate representative who may be appointed hereafter,
are waived and released.
Such waiver and release shall apply to any and all claims of any
kind or nature whatsoever, including without limitation, claims
under Chapter 5 of the Bankruptcy Code and claims that would be
property of the estate under Section 541 of the Bankruptcy Code.
The provisions above as to the right to accelerate, and to pursue
collection in non-bankruptcy court free of any stay or injunction
regarding Suncoast Roofing Supply's administrative claim also apply
to its general unsecured claim.
A full-text copy of the Amended Plan dated May 8, 2023 is available
at https://bit.ly/3BgiB2K from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Craig I. Kelley, Esq.
KELLEY, FULTON, KAPLAN & ELLER, P.L.
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, FL 33401
Telephone: (561) 491-1200
Facsimile: (561) 684-3773
E-mail: bankruptcy@kelleylawoffice.com
About Roof It Better
Roof It Better, LLC, a residential and commercial roofing
contractor, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14651) on June 15,
2022. In the petition signed by Teresa Mehaffey, manager, the
Debtor disclosed $123,739 in assets and $2,102,056 in liabilities.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Craig I. Kelley, Esq., at Kelley, Fulton, Kaplan
& Eller PL as counsel and Venita Ackerman, CPA, at Ackerman
Rodgers, CPA, PLLC as accountant.
S&S SENIOR HOUSING: Taps Jones & Walden as Legal Counsel
--------------------------------------------------------
S&S Senior Housing of Louisburg, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Jones & Walden, LLC as its legal counsel.
The firm's services include:
(a) preparing pleadings and applications;
(b) conducting examination;
(c) advising the Debtor of its rights, duties and
obligations;
(d) consulting with and representing the Debtor with respect
to a Chapter 11 plan;
(e) performing legal services incidental and necessary to the
day-to-day operations of the Debtor's business; and
(f) taking all other actions incident to the proper
preservation and administration of the Debtor's estate and
business.
The firm will be paid at these rates:
Attorneys $250 to $450 per hour
Paralegals $110 to $200 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $25,000.
Cameron McCord, Esq., a partner at Jones & Walden, disclosed in a
court filing that she and her firm do not represent any interest
adverse to the Debtor or its estate.
The firm can be reached through:
Cameron M. McCord, Esq.
Jones & Walden, LLC
699 Piedmont Ave NE
Atlanta, GA 30308
Phone: (404) 564-9300
Email: cmccord@joneswalden.com
About S&S Senior Housing of Louisburg
S&S Senior Housing of Louisburg, LLC, a company in Dallas, Ga.,
filed its voluntary petition for Chapter 11 protection (Bankr. N.D.
Ga. Case No. 23-40498) on April 5, 2023, with as much as $1 million
to $10 million in both assets and liabilities. Kenneth Mark Simons,
manager, signed the petition.
Judge Barbara Ellis-Monro oversees the case.
Cameron M. McCord, Esq., at Jones & Walden, LLC serves as the
Debtor's legal counsel.
SHO HOLDING: Ares Capital Marks $128.6M Loan at 45% Off
-------------------------------------------------------
Ares Capital Corporation has marked its $128.6 million loan
extended to SHO Holding I Corp to market at $70.7 million or 55% of
the outstanding amount, as of March 31, 2023, according to a
disclosure contained in Ares Capital's Form 10-Q for the quarterly
period ended March 31, 2023, filed with the Securities and Exchange
Commission.
Ares Capital is a participant in a Second lien senior secured loan
to SHO Holding I Corp. The loan matures in October 2024.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
SHO Holding I Corp operates as a holding company. The Company,
through its subsidiaries, designs and manufactures athletic and
non-athletic footwear products.
SHUTTRFLY LLC: In Talks With Creditors to Raise New Financing
-------------------------------------------------------------
Reshmi Basu, Erin Hudson and Rachel Butt of Bloomberg News report
that Apollo Global Management-backed Shutterfly LLC is negotiating
a deal to raise new financing from an ad hoc group of investors,
which represents a vast majority of secured lenders, according to
people with knowledge of the situation.
The confidential talks come as the photo products retailer last
month informed debt holders that it would postpone the release of
its annual financial results for 2022 to May 15, 2023.
Shutterfly is considering financing options that could include the
transfer of some assets into a separate legal entity, which will
allow the company to raise new money by borrowing against the
transferred assets.
About Shutterfly LLC
Shutterfly, LLC is an American photography, photography products,
and image sharing company, headquartered in Redwood City,
California.
SILVER STATE: Trustee Taps Timmons PC as Special FCC Counsel
------------------------------------------------------------
Michael Carmel, the trustee appointed in the Chapter 11 cases of
Silver State Broadcasting, LLC and its affiliates, seeks approval
from the U.S. Bankruptcy Court for the District of Nevada to employ
Timmons PC as special Federal Communications Commission (FCC)
counsel.
The trustee needs a special counsel to provide advice and
representation of the estates in connection with any and all FCC
licensing issues, duties, and requirements for the estates.
Jeffrey Timmons, Esq., an attorney at Timmons PC, will be paid at
his hourly rate of $400, plus expenses.
Mr. Timmons disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Jeffrey Timmons, Esq.
Timmons PC
P.O. Box 2350
The Dalles, OR 97058
Telephone: (541) 296-9900
Facsimile: (541) 296-9904
About Silver State Broadcasting
Las Vegas-based Silver State Broadcasting, LLC and its affiliates
run an independent radio broadcasting company. Three of the radio
stations (KFRH, KREV and KRCK-FM) are the primary assets.
Silver State Broadcasting, Major Market Radio, LLC and Golden State
Broadcasting, LLC filed voluntary petitions for Chapter 11
protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19,
2021. In its petition, Silver State listed up to $50 million in
assets and up to $1 million in liabilities.
Judge August B. Landis oversees the cases.
Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood &
Maines, P.C. serve as the Debtors' bankruptcy counsel and special
counsel, respectively.
The Debtors filed their disclosure statement and proposed plan to
exit Chapter 11 protection on May 2, 2022.
Michael Carmel has been appointed as trustee in these Chapter 11
cases. The trustee tapped Garman Turner Gordon LLP as legal counsel
and Timmons PC as special counsel.
SSE BUYER: Ares Capital Marks $22.5M Loan at 50% Off
----------------------------------------------------
Ares Capital Corporation has marked its $22.5 million loan extended
to SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact
Products LLC, The Safety Zone, LLC and SSE Parent, LP to market at
$11.2 million or 50% of the outstanding amount, as of March 31,
2023, according to a disclosure contained in Ares Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in a Second lien senior secured loan
to SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact
Products LLC, The Safety Zone, LLC and SSE Parent, LP. The loan
matures in June 2026.
Ares Capital classified the Loan as non-accrual as of March 31,
2023.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
SSE Buyer, Inc., Supply Source Enterprises, Inc., Impact Products
LLC, The Safety Zone, LLC and SSE Parent, LP is a manufacturer and
distributor of personal protection equipment, commercial cleaning,
maintenance and safety products.
STAGE LIGHTING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stage Lighting Store, LLC
8535 Baymeadows Road
Suite 59
Jacksonville, FL 32256
Business Description: The Debtor is a stage lighting equipment
supplier for school play, professional
production, event venue, and church service
needs.
Chapter 11 Petition Date: May 11, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-01061
Debtor's Counsel: Donald M. DuFresne, Esq.
PARKER & DUFRESNE, P.A.
8777 San Jose Blvd., Suite 301
Jacksonville, FL 32217
Tel: 904-733-7766
Fax: 904-733-2919
Email: bankruptcy@jaxlawcenter.com
Total Assets: $226,028
Total Liabilities: $1,395,986
The petition was signed by Russell Behrens as owner.
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/K62HHWI/Stage_Lighting_Store_LLC__flmbke-23-01061__0001.0.pdf?mcid=tGE4TAMA
SUITED CONNECTOR: Blackrock Capital Marks $1.3M Loan at 21% Off
---------------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $1.387,074
loan extended to Suited Connector, LLC to market at $1,097,175 or
79% of the outstanding amount, as of March 31, 2023, according to
a disclosure contained in Blackrock Capital's Form 10-Q for the
quarterly period ended March 31, 2023, filed with the Securities
and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in a First lien Term loan to
Suited Connector, LLC. The loan accrues interest at a rate of
12.92% (LIBOR (S) + 1% Floor) per annum. The loan matures on
December 1, 2027.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Suited Connector, LLC, doing business as MORTGAGE.INFO, is a
mortgage lender matching company.
SUITED CONNECTOR: Blackrock Capital Marks $227,000 Loan at 21% Off
------------------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $227,268
loan extended to Suited Connector, LLC to market at $179,773 or 79%
of the outstanding amount, as of March 31, 2023, according to a
disclosure contained in Blackrock Capital's Form 10-Q for the
quarterly period ended March 31, 2023, filed with the Securities
and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in a First lien Revolver loan to
Suited Connector, LLC. The loan accrues interest at a rate of 12.98
%( LIBOR (S) + 1% Floor) per annum. The loan matures on December 1,
2027.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Suited Connector, LLC, doing business as MORTGAGE.INFO, is a
mortgage lender matching company.
SUMMIT RESTAURANT: Hardee's Franchisee Enters Chapter 11 Bankruptcy
-------------------------------------------------------------------
Bret Thorn of Nation's Restaurant News reports that Hardee's
franchisee Summit Restaurant Holdings LLC, which has closed
multiple locations in recent weeks, filed for chapter 11 bankruptcy
protection on Thursday, May 4, 2023.
The bankruptcy filing includes multiple Summit limited liability
subsidiaries including Bighorn Restaurants, Summit Restaurant
Holdings, Empire Restaurants, Heartland Restaurants, Atlantic Star
Foods, and Summit Restaurant Development. Together they have
recently closed 39 restaurants and 108 restaurants remain open in
Alabama, Florida, Georgia, South Carolina, Kansas, Missouri,
Wyoming, and Montana.
Related: Multiple Hardee's locations close in the Midwest and
South
The restaurants that remain open are operated by Empire, Heartland,
Bighorn, and Atlantic Star.
Summit is based in Boulder, Colorado.
CKE Restaurants Inc., the Franklin, Tenn.-based franchisor of
Hardee’s and Carl's Jr. brands, said Summit "expects to enter
into an asset purchase agreement with a qualified and
well-capitalized buyer, with a record of success across the
restaurant, entertainment, food, beverage and retail markets. The
buyer would acquire a majority of Summit's remaining open and
operating restaurants."
It added that those restaurants which have not closed will continue
to conduct business, including paying and providing benefits to
employees, paying vendors and serving customers.
"CKE's goal is to maintain the maximum number of stores continuing
to operate, backed by a capital structure that is sustainable and
poised for long-term growth and success, and we are working with
all parties to achieve that goal," it said.
According to the court filing, Summit is one of CKE's largest
franchisees. There are more than 2,100 Hardee's locations
nationwide.
About Summit Restaurant Holdings
Summit Restaurant Holdings LLC is a franchisee of Hardee's.
Summit Restaurant Holdings sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Col. Case No. 23-11926) on May 4,
2023. In the petition filed by Dewey R. Brown, as CEO, the Debtor
reports estimated assets between $1 million and $10 million and
estimated liabilities between $10 million and $50 million.
The Debtor is represented by:
Matthew T. Faga, Esq.
Markus Williams Young & Hunsicker LLc
7490 Clubhouse Road, Second Floor
Boulder, CO 80301
SVB FINANCIAL: Must Wait to Recover $2 Billion Deposits, Says FDIC
------------------------------------------------------------------
Amelia Pollard and Steven Church of Bloomberg News reports that
before SVB Financial Group bondholders can collect the billions
they are owed, the bankrupt company may have to file a claim with
the Federal Deposit Insurance Corp. to recover $2 billion worth of
deposits trapped by the receivership of Silicon Valley Bank.
That's because the cash can only be returned to the bank holding
company through the receivership process set up after federal
regulators seized Silicon Valley Bank, the FDIC argued in court
papers Wednesday, May .
SVB Financial has been sparring with the agency over the $2 billion
since filing for bankruptcy in March 2023.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
SVP-SINGER: Ares Capital Marks $44.3M Loan at 23% Off
-----------------------------------------------------
Ares Capital Corporation has marked its $44.3 million loan extended
to SVP-Singer Holdings Inc. and SVP-Singer Holdings LP to market at
$34.2 million or 77% of the outstanding amount, as of March 31,
2023, according to a disclosure contained in Ares Capital's Form
10-Q for the quarterly period ended March 31, 2023, filed with the
Securities and Exchange Commission.
Ares Capital is a participant in a First lien senior secured loan
to SVP-Singer Holdings Inc. and SVP-Singer Holdings LP. The loan
accrues interest at a rate of 11.91% (LIBOR (Q) + 6.75%) per annum.
The loan matures in July 2028.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
Headquartered in Nashville, TN, SVP-Singer Holdings Inc., through
its subsidiaries, manufactures and distributes consumer sewing
machines and accessories under the Singer, Husqvarna Viking, and
Pfaff brands. Since the 2021 leverage buyout transaction, the
company is majority owned by Platinum Equity Partners.
SYCAMORE BUYER: Moody's Affirms 'Ba3' CFR & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Sycamore Buyer
LLC, including the Ba3 Corporate Family Rating, Ba3-PD Probability
of Default Rating, and the Ba3 ratings on the company's first lien
revolver and term loans. Moody's revised the outlook to negative
from stable.
The outlook revision to negative from stable reflects Moody's view
that the recent downtown in the poultry cycle is driving a
significant decline in EBITDA that will likely lead to weaker
credit metrics for Sycamore than Moody's had forecasted for the Ba3
rating. Moody's estimates that Sycamore's debt/EBTIDA will climb to
a 3x range by the end of calendar 2023 from 1.5x as of the 12
months ended December 31, 2022. The current downturn in the poultry
cycle can be attributed to a few factors. First, elevated corn and
soybean meal prices during the past year are a significant headwind
for the industry, as corn and soybean meal represent approximately
50%-60% of the cost of growing a chicken. Second, the industry is
experiencing a period of depressed chicken pricing due to an
oversupply of poultry. During the second half of calendar 2022,
poultry processors increased their poultry production in
anticipation of higher consumer demand for chicken relative to
other proteins, which did not occur. As a result, the
overproduction created a supply demand imbalance which has
depressed chicken prices. In addition, the loss of some export
market for chickens produced in states impacted by Highly
Pathogenic Avian Influenza ("HPAI") has created an additional
headwind for the industry. Chicken paws and other chicken parts
that are typically not consumed in the United States cannot be
exported to China and other markets.
Moody's believes that Sycamore Buyer's operating profits could
remain depressed through the remainder of calendar 2023, resulting
in debt/LTM EBITDA approaching 3.0x, which is high for the Ba3
credit rating. The negative outlook factors in the uncertainty of
the length of the current poultry cycle and the likely impact on
Sycamore Buyer's credit metrics and free cash flow since EBITDA has
been negative in recent quarters.
However, Moody's affirmed the ratings because the company's
adequate liquidity provides capacity to manage through a down cycle
and some earnings volatility is expected in the rating for the
cyclical protein market. Moody's believes that the current poultry
cycle should begin to rebound by the fourth quarter of calendar
2023 because producers are taking steps to pull back supply and
input costs are moderating. As such, Sycamore's credit metrics
could begin to recover as early as the first half of calendar 2024.
Given the uncertainty of the length of the current poultry cycle
and the likely impact on Sycamore Buyer's credit metrics, Moody's
revised the company's outlook to negative from stable.
The following ratings/assessments are affected by the action:
Affirmations:
Issuer: Sycamore Buyer LLC
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed Ba3
Outlook Actions:
Issuer: Sycamore Buyer LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Sycamore Buyer LLC's Ba3 CFR reflects the July 2022 combination of
Wayne Farms and Sanderson Farms, which created the third largest
poultry producer in the US with pro forma revenues of approximately
$9 billion for the 12 months ended December 24, 2022. The
combination of these two companies created a much stronger
competitor behind Tyson Foods, Inc. (Baa2 stable) and Pilgrim's
Pride Corporation (Ba2 stable), the #1 and #2 poultry producers in
the US, respectively. The poultry market is highly cyclical due to
challenges matching supply with demand, shifts in consumer spending
on proteins and other foods, and volatility in input costs. The
business is also vulnerable to disease that affects the supply of
poultry, factors that can influence demand such as market
conditions poultry in alternative proteins, and significant costs
to mitigate the high environmental impact of protein cultivation
and processing.
In addition to synergy realization through the combination of Wayne
Farms and Sanderson Farms, Sycamore also benefits from its equity
owners, Cargill, Incorporated and Continental Grain Co., who each
have vast experience and knowledge in commodity businesses and
trading. These capabilities help manage the earnings volatility of
the poultry market. Through Sycamore's risk management committee,
comprised of members from Sycamore's management team, Cargill,
Incorporated, and Continental Grain Co., Sycamore is able to use
derivatives and insurance-based hedging products to minimize the
impact of feed volatility. Managing feed volatility is very
important for poultry producers, as corn, soybean meal, and other
feed ingredients can represent 50-60% of the costs of growing a
chicken and about 40% of costs of goods sold for most poultry
producers.
Sycamore also benefits by leveraging Wayne's product mix to enhance
Sanderson's operating margins. Historically, Sanderson has had a
large tray pack business for its medium birds, representing about
46% of its sales. The tray pack business tends to be lower margin
and did not benefit from higher poultry prices because of
longer-term pricing contracts that Sanderson had put in place prior
to the rise in poultry prices. Wayne on the other hand does not
trade pack its smaller birds and instead sells them into food
service. By utilizing Wayne's quick service restaurant (QSR) and
food service relationships, Sycamore should be able to expand the
operating margins of the business that it acquired from Sanderson.
Sycamore operates with adequate liquidity based on a cash balance
of $487 million as of December 24, 2022, an undrawn $750 million
senior secured revolving credit facility, and no meaningful debt
maturities through 2026 aside from approximately $40 million of
required term loan amortization in the first year following the
acquisition and $65 million annually thereafter. The main liquidity
risk is that the current poultry down cycle is leading to negative
free cash flow that Moody's expects to continue through Syacmore's
third quarter ended December 2023, and then turn positive in the
company's fourth quarter ended March 2024.
ESG considerations have a highly negative credit impact (CIS-4) on
Sycamore Buyer. Sycamore Buyer's credit impact score reflects
highly negative exposure to environmental, social, and governance
risks. The main environmental risk for Sycamore Buyer stems from
its significant reliance on water and natural capital (land,
chickens) in order to produce poultry products. Sycamore Buyer's
social risk is driven mainly by responsible production because the
company must cost-effectively raise and source chickens, and its
poultry must adhere to food safety and quality measures in order to
prevent recalls or contamination. The company's highly negative
governance risk stems from its aggressive financial policies, high
leverage, distributions to equity holders, and concentrated
control.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Sycamore's ratings could be upgraded if the company diversifies the
product profile, debt to EBITDA is sustained below 1.5x, and
liquidity sources (cash plus unused revolver commitment capacity)
are at least $1 billion.
Ratings could be downgraded if revenues decline, operating
performance weakens, free cash flow is low or deteriorates, debt to
EBITDA is sustained above 2.5x, or deteriorating liquidity such as
cash plus unused revolver commitment is below $400 million.
The principal methodology used in these ratings was Protein and
Agriculture published in November 2021.
Sycamore Buyer LLC ("Sycamore") headquartered in Oakwood, Georgia
is the third largest poultry producer in the US with pro-forma
revenues of $9 billion in the 12 month period ended December 24,
2022. The company was formed by the merger of Wayne Farms and
Sanderson Farms in July 2022 and is owned by Cargill, Incorporated
(50% ownership), Continental Grain Co. (38% ownership), and the
Healthcare of Ontario Pension Plan (12% ownership).
SYNDIGO LLC: Blackrock Capital Marks $4.6M Loan at 21% Off
----------------------------------------------------------
Blackrock Capital Investment Corporation has marked its $4,673,472
loan extended to Syndigo LLC to market at $3,692,043 or 79% of the
outstanding amount, as of March 31, 2023, according to a
disclosure contained in Blackrock Capital's Form 10-Q for the
quarterly period ended March 31, 2023, filed with the Securities
and Exchange Commission on May 1, 2023.
Blackrock Capital is a participant in a Second lien Term loan to
Syndigo LLC. The loan accrues interest at a rate of 13.21%
(LIBOR(S) + 8%, 0.75% Floor) per annum. The loan matures on
December 14, 2028.
Blackrock Capital Investment was organized as a Delaware
corporation on April 13, 2005 and was initially funded on July 25,
2005. The Company has elected to be regulated as a business
development company under the Investment Company Act of 1940. In
addition, for tax purposes the Company has qualified and has
elected to be treated as a regulated investment company under the
Internal Revenue Code of 1986.
Syndigo LLC operates as a marketing agency. The Company provides
brands and retailers with an integrated platform that enables the
efficient transfer of core and product attributes between brands
and their customers.
TALKING TADPOLES: Taps The Lane Law Firm as Bankruptcy Counsel
--------------------------------------------------------------
Talking Tadpoles, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to employ The Lane Law Firm,
PLLC as its counsel.
The Debtor requires legal counsel to:
(a) assist, advise, and represent the Debtor relative to the
administration of its Chapter 11 case;
(b) assist, advise, and represent the Debtor in analyzing its
assets and liabilities, investigate the extent and validity of lien
and claims, and participate in and review any proposed asset sales
or dispositions;
(c) attend meetings and negotiate with representatives of
secured creditors;
(d) assist the Debtor in the preparation, analysis, and
negotiation of any plan of reorganization and disclosure
statement;
(e) take all necessary action to protect and preserve the
interests of the Debtor;
(f) appear before the bankruptcy court, the appellate courts,
and other courts; and
(g) perform all other necessary legal services.
The hourly rates of the firm's attorneys and staff are as follows:
Robert C. Lane, Partner $550
Joshua Gordon, Partner $500
Associate Attorneys $375 - $425
Paralegals/Legal Assistants $150 - $190
The firm received payments totaling $40,000 for financial advice
and representation of the Debtor.
Robert Lane, Esq., a partner at The Lane Law Firm, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert C. Lane, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
About Talking Tadpoles
Talking Tadpoles, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-41165) on
April 26, 2023, with $100,001 to $500,000 in assets and $500,001 to
$1 million in liabilities. Areya Holder Aurzada, Esq., has been
appointed as Subchapter V trustee.
Judge Mark X. Mullin oversees the case.
The Debtor is represented by Robert Lane, Esq., at The Lane Law
Firm.
TEHUM CARE: Committee Taps Dundon Advisers as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Tehum Care
Services, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Dundon Advisers, LLC as
financial advisor.
The committee requires a financial advisor to:
a. assist in the investigation of the transactions whereby the
Debtor was purported to succeed to a material portion of the
liabilities, but substantially none of the assets, of certain
predecessors, including identification of any estate causes of
action which might arise;
b. assist in the analysis, review and monitoring of any proposed
asset sale or liquidation process, including, the assessment of
potential recoveries for general unsecured creditors;
c. assist in the review of financial information prepared by the
Debtor, and the economic analysis of proposed transactions for
which court approval is sought;
d. assist in the review of the Debtor's pre-bankruptcy financing
transactions, dividends, distributions, and debt retirements, and
associated events, including but not limited to, evaluating the
Debtor's capital structure, financing agreements, defaults under
any financing agreement and forbearances;
e. attend meetings and assist in discussions with the Debtor,
potential investors, banks, other secured lenders, the committee
and any other official committees organized in this bankruptcy
case, the U.S. Trustee, other parties in interest and professionals
hired by the same, as requested;
f. assist in the review of financial-related disclosures
required by the court, including schedules of assets and
liabilities, statement of financial affairs, and monthly operating
reports;
g. assist in the review of the assumption, assignment, or
rejection of various executory contracts and leases;
h. assist in the evaluation, analysis and forensic investigation
of avoidance actions, including fraudulent conveyances,
preferential transfers, and certain transactions between the Debtor
and affiliated entities;
i. assist in the prosecution of committee responses or
objections to the Debtor's motions, including attendance at
depositions and provision of expert reports or testimony on case
issues as required by the committee;
j. consult on general business issues and provide such other
assistance as the committee or its counsel may deem necessary that
are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
bankruptcy case;
k. assist and support in the evaluation of any transactions and
the treatment of claims and interests proposed in any plan of
reorganization or plan of liquidation propounded by a party other
than the committee, and in the preparation of a suitable plan of
reorganization or plan of liquidation should it fall to the
committee to propound a plan for the resolution of the bankruptcy
case; and
l. provide reports, exhibits, and testimony in connection with
any of the foregoing as requested.
The firm will be paid at these rates:
Principal $680 per hour
Managing Director $604 per hour
Senior Director $504 per hour
Director $420 per hour
Associate Director $400 per hour
Senior Associate $339 per hour
Associate $288 per hour
Matthew Dundon, a principal at Dundon Advisers, disclosed in a
court filing that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew Dundon
Dundon Advisers, LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Telephone: (917) 838-1930
Email: md@dundon.com
About 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.
Stinson, LLP and Dundon Advisers, LLC serve as the committee's
legal counsel and financial advisor, respectively.
TEMPUR SEALY: Moody's Puts 'Ba1' CFR Under Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Tempur Sealy
International Inc. under review for downgrade, including the
company's Ba1 Corporate Family Rating, the Ba1-PD Probability of
Default Rating, and the Ba2 senior unsecured notes ratings.
Tempur's Speculative Grade Liquidity Rating remains unchanged at
SGL-1.
On May 9, 2023, Tempur announced plans to acquire Mattress Firm
Group Inc for approximately $4.0 billion. Tempur plans to fund the
acquisition with approximately $2.7 billion in cash and $1.3
billion in Tempur stock ("Transaction")[1]. Mattress Firm is a
leading mattress retailer in the US with approximately $4.2 billion
in sales as of last twelve months ending March 31, 2023 and 2,300
retail locations. The Transaction is expected to close during the
second half of 2024 and is subject to customary closing conditions
including applicable regulatory approvals.
Moody's placed the ratings on review for downgrade because Tempur
is proposing a significant and leveraging acquisition at a time
when its leverage is already elevated for the rating, the economic
and housing market slowdown is contributing to weaker mattress
demand, there is uncertainty about the sustainable level of
mattress purchases following a very strong period of demand during
the pandemic, a key competitor could soon emerge from bankruptcy
with a more flexible capital structure that supports better
reinvestment, and cost inflation is pressuring the EBITDA margin.
In the review, Moody's will assess (1) the strategic operating
rationale and focus of management including the trajectory and
opportunities of the combined more vertically integrated mattress
business over the next 12-18 months, (2) prospective operating
performance taking into account the likelihood of prolonged
economic recession and weak US housing market in the face of high
interest rates; (3) the increase in operational risks involved with
owning a large number of "brick-and-mortar" store locations in a
market with increasing online sales penetration; and (4) the
company's new capital structure and free cash flow generation
potential including its ability to reign in financial leverage
within a reasonable period of time following the acquisition, while
also remaining disciplined with share repurchases and dividends.
Moody's will also consider Tempur's ability to reduce net
debt-to-EBITDA leverage to its 2-3x target range (based on the
company's calculation) following the acquisition, and whether the
regulatory review leads to business concessions to complete the
transaction that could adversely affect the company's market
position or profitability.
The following ratings/assessments are affected by the action:
On Review for Downgrade:
Issuer: Tempur Sealy International Inc.
Corporate Family Rating, Placed on Review for
Downgrade, currently Ba1
Probability of Default Rating, Placed on Review
for Downgrade, currently Ba1-PD
Senior Unsecured Regular Bond/Debenture, Placed
on Review for Downgrade, currently Ba2
Outlook Actions:
Issuer: Tempur Sealy International Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATING
Tempur Sealy's Ba1 CFR reflects the company's leading market
position, brand strength, product innovation, breadth of products
in varying pricing points, and diverse omni-channel distribution
approach. Tempur Sealy's good cash flow provides flexibility to
reinvest in growing the business including through acquisitions.
The company also maintains very good liquidity. The credit profile
is constrained by the discretionary nature of the company's
products, and sensitivity to changes in macroeconomic conditions
and consumer spending. Demand for Tempur Sealy's products are also
driven by the housing market, which is being negatively impacted by
rising interest rates. Tempur Sealy's focus on acquisitions and
shareholder distributions could weaken financial flexibility during
a downturn.
The likelihood of an upgrade is low since the ratings are on review
for downgrade. However, Tempur's ratings could be upgraded if its
operating performance materially improves and leverage remains at a
low level for a sustained period. Specifically, ratings could be
upgraded if Moody's-adjusted debt to EBITDA is sustained below 2.0x
and the company generates consistent strong free cash flow. The
company would also need to maintain financial policies that sustain
low leverage and a conservative approach to balance sheet
management and cash usage.
Ratings could be downgraded if liquidity deteriorates, the company
adopts a more aggressive financial policy, or operating performance
weakens. Additionally, the company could be downgraded if Moody's
expects financial leverage to remain high for a prolonged period of
time following the acquisition. A significant drop in consumer
confidence or any material disruption in the housing market
resulting in lower mattress demand could also lead to a downgrade.
Moody's-adjusted Debt to EBITDA above 3.0x or free cash
flow-to-debt below 10% could result in a downgrade.
The principal methodology used in this rating was Consumer Durables
published in September 2021.
Tempur Sealy International Inc., headquartered in Lexington,
Kentucky, develops, manufactures, markets, and sells bedding
products, including mattresses, foundations and adjustable bases,
and other products such as pillows and accessories. The Company's
products are sold worldwide through third party retailers, its own
stores, and online. The company's portfolio of brands includes
Tempur-Pedic, Tempur, Stearns & Foster, and Sealy. Revenue
generation for the twelve months ending March 31, 2023 was
approximately $4.9 billion.
Mattress Firm, Inc. (B1), headquartered in Houston, Texas, is a
leading US mattress retailer offering mattresses and related
products through over 2,300 stores across the United States and its
website. Revenue for the twelve months ended March 31, 2023 were
around $4.2 billion. The company is owned by its former creditors
and Steinhoff International Holdings N.V.
TEXAS CORE: Seeks to Hire KD Capital Auctions as Auctioneer
-----------------------------------------------------------
Texas Core Energy, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ KD Capital
Auctions, LLC as auctioneer.
The Debtor needs an auctioneer to prepare, market, and conduct an
auction of its personal property assets and its real property
located in Kilgore, Texas.
KD Auctions will be entitled to a 5 percent commission on the
auction of the personal property assets and a reimbursement from
the auction proceeds for up to $20,000 to cover costs and expenses
associated with conducting the auction.
KD Auctions shall be entitled to a 15 percent buyer's premium from
auction purchasers on all personal property assets and 5 percent
buyer's premium on the real property. An additional 3 percent
buyer's premium will be charged to auction purchasers to cover the
cost of a third party online bidding platform in regard to the
machinery and equipment sale.
James Mills, a manager at KD Capital Auctions, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James Mills
KD Capital Auctions, LLC
7918 E. McClain Drive, #101
Scottsdale, AZ 85260
Telephone: (480) 455-3910
Email: james@kdcapital.com
About Texas Core Energy
Texas Core Energy, LLC is engaged in the design and fabrication of
API Tanks and ASME Vessels.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-50021) on Feb. 14,
2023. In the petition signed by Taha Habib, manager, the Debtor
disclosed up to $10 million in assets and up to $50 million in
liabilities.
Judge Robert L. Jones oversees the case.
Brad W. Odell, Esq., at Mullin Hoard & Brown, LLP, represents the
Debtor as legal counsel.
TEXAS MADE SPORTS: Unsecured Claims Under $2K to Recover 50%
------------------------------------------------------------
Texas Made Sports Development, Inc., d/b/a Chaparral Ice, submitted
a First Amended Disclosure Statement describing First Amended Plan
of Reorganization dated May 8, 2023.
By filing the bankruptcy, the Debtor sought to reorganize its
ongoing business operations, resolve the adversarial issues with
iSports and Washington Federal Bank, and streamline operations
through the single remaining operating facility leased and located
at 2525 West Anderson Lane, Suite 400, Austin, TX 78757 (the
"Northcross Facility").
As part of its Plan of Reorganization, the Debtor is assuming and
modifying its lease of the Northcross Facility. On January 18,
2023, the Debtor filed its Motion to Assume and Modify
Nonresidential Lease pursuant to which the Debtor sought permission
to assume that certain lease (the "Lease") related to 2525 West
Anderson Lane, Suite 400, Austin, TX 78757 as well as approval of
the Fourth Amendment to the Lease. On January 27, 2023, the Court
granted the Modification Motion.
Class 2 consists solely of CD5M, LLC's claim of $2,989,537.68. CD5M
is secured by certain of the Debtor's assets as a result of the
transfer of the liens and claims by Washington Federal Bank and
pursuant to the Order Approving Settlement date November 14, 2022.
CD5M has made a timely 1111(b) election and pursuant to 1111(b),
its claim shall be treated as fully secured. Notwithstanding such
1111(b) election, CD5M's Allowed Secured Claim will likely not be
paid in full under this Plan and the Debtor estimates a recovery of
approximately between 13-100%.
Class 4 consists of Allowed Convenience Claims. Convenience Class
are unsecured claims totaling less than $2,000.00. Within 30 days
of the Effective Date, the Debtor shall pay Allowed Convenience
Class Claims, as an administrative convenience class, 50% of their
Allowed Claims. Funds for payment of Class 4 shall come from
existing Debtor funds on hand and Debtor's operations. The amount
of claim in this Class total $6,874.56.
Class 5 consists of Allowed General Unsecured Claims. The allowed
unsecured claims total $7,889,848.06. Class 5 Allowed General
Unsecured Claims will be paid nothing under Class 5 but may opt in
for treatment under Class 4 by indication on voting ballot or by
notification in writing to the Debtor via its counsel. Under Class
4 treatment, Class 5 Allowed General Unsecured Claims elect to be
paid 50% of a $2,000.00 Claim. Class 5 Allowed General Unsecured
Claims are impaired and entitled to vote. However, Tamir Nitzan, as
an insider, may vote, but his vote may not be included or used to
provide an impaired accepting class for Debtor's Plan. The
creditors identified as potentially holding General Unsecured
Claims totaling more than $2,000.00.
Unless any one of Classes 2 through 5 fails to accept the Plan,
Class 6 Equity Interest Holders will retain their equity in the
Debtor and are not entitled to vote; except however, if any one of
Classes 2 through 5 fails to accept the Plan, Equity Interest
Holders' equity shall be extinguished, and the Reorganized Debtor
shall issue 100% of its equity to CD5M in exchange for a $25,000.00
reduction on the total amount of CD5M's Allowed Secured Claim in
partial satisfaction of CD5M’s Allowed Secured Claim.
The Plan is low risk to the creditors. The Debtor's operations have
improved while it has been in bankruptcy and the Debtor has
compiled a sufficient amount of cash on hand for funding the Plan
in addition to net income from Debtor's operations.
The Bankruptcy Court will hold hearing on June 21, 2023, at 10:00
a.m. to consider whether the Plan of Reorganization should be
confirmed.
The Bankruptcy Court has directed that, in order to be counted for
voting purposes, the Debtor must receive ballots by no later than
June 12, 2023 ("Voting Deadline").
A full-text copy of the First Amended Disclosure Statement dated
May 8, 2023 is available at https://bit.ly/42jr2X7 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Jamie Kirk, Esq.
HAYWARD, PLLC
10501 N. Central Expy. Ste. 106
Dallas, TX 75231
Tel: (972) 755-7101
E-mail: JKirk@HaywardFirm.com
About Texas Made Sports Development
Texas Made Sports Development, Inc. owns and operates an ice
facility in Austin, Texas, for figure skaters, hockey fans, and
kids' camps. It conducts business under the name Chaparral Ice.
Texas Made Sports Development filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
22-10172) on March 18, 2022, with up to $50 million in assets and
up to $10 million in liabilities. Ryan Raya, president of Texas
Made Sports Development, signed the petition.
Judge H. Christopher Mott oversees the case.
The Debtor tapped Hayward, PLLC as legal counsel; Pittenger CPA, PC
as bookkeeper and accountant; and Venice Gamble, an investment
banker, as consultant.
TIBCO SOFTWARE: Ares Capital Marks $85.3M Loan at 20% Off
---------------------------------------------------------
Ares Capital Corporation has marked its $85.3 million loan extended
to TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc.,
Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P to
market at $68.2 million or 80% of the outstanding amount, as of
March 31, 2023, according to a disclosure contained in Ares
Capital's Form 10-Q for the quarterly period ended March 31, 2023,
filed with the Securities and Exchange Commission.
Ares Capital is a participant in a Second lien senior secured loan
to TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc.,
Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P. The
loan accrues interest at a rate of 9% (SOFR (Q) + 7%) per annum.
The loan matures in September 2029.
Ares Capital is a specialty finance company that is a closed-end,
non-diversified management investment company incorporated in
Maryland. Ares Capital has elected to be regulated as a business
development company (BDC) under the Investment Company Act of 1940,
as amended. Ares Capital has elected to be treated as a regulated
investment company (RIC) under the Internal Revenue Code of 1986,
as amended, and operates in a manner so as to qualify for the tax
treatment applicable to RICs.
TibCo Software Inc., Picard Parent, Inc., Picard MidCo, Inc.,
Picard HoldCo, LLC and Elliott Alto Co-Investor Aggregator L.P
provide server, application and desktop virtualization, networking,
software as a service, and cloud computing technologies.
TUESDAY MORNING: Creditors Want Shut Down of Stores Investigated
----------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that a group of Tuesday Morning
Corp. creditors moved to investigate events surrounding the failed
retailer's second trip into bankruptcy that resulted in store
liquidation. The discount retailer, now undergoing liquidation
sales at its remaining stores, should be compelled to produce
information regarding what happened after it emerged from a 2020
Chapter 11 case with fresh financing, an official committee of
unsecured creditors said in a filing Thursday with the US
Bankruptcy Court for the Northern District of Texas.
"To date, the Debtors have yet to conduct a comprehensive
investigation into the existence or viability of any prepetition
causes of action that could return substantial benefit to the
creditors of the estates. Irrespective of the reasoning behind this
delay, the Committee can neither sit idly by nor effectively
discharge its duty without lifting the proverbial curtain on the
Debtors' financial decisions and condition," the Committee said in
court filings.
"There are several areas that require an in-depth investigation by
the Committee, including, but not limited to, the Debtors'
prepetition debt structure, transfers to and from insiders, and its
financial deterioration over the past two years since emergence
from its 2020 Chapter 11 Cases. Moreover, given the tumultuous
start to these Chapter 11 Cases, the Debtors' prepetition and
post-petition conduct must also be objectively evaluated, as
several
decisions (or the lack thereof) may have caused material harm to
the estate."
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.
VECTO INC: Gets OK to Hire Gutnicki LLP as Bankruptcy Counsel
-------------------------------------------------------------
VECTO, Inc. received approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to employ Gutnicki, LLP as
bankruptcy counsel.
The firm's services include:
(a) negotiation with creditors;
(b) preparation of a Chapter 11 plan;
(c) examination and resolution of claims filed against the
estate;
(d) preparation and prosecution of adversary proceedings, if
any;
(e) preparation of pleadings;
(f) interaction with the trustee appointed in the Debtor's
Chapter 11 case;
(g) attendance at court hearings; and
(h) representation in matters before the court.
The firm will be paid at these rates:
Miriam Stein $400 per hour
Kara Allen $350 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Miriam Stein Granek, Esq., a partner at Gutnicki, disclosed in a
court filing that her firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Miriam Stein Granek, Esq.
Gutnicki, LLP
4711 Golf Road Suite 200
Skokie, IL 60076
Tel: (847) 745-6592
Email: mstein@gutnicki.com
About VECTO Inc.
Vecto Inc., a truck rental company in Illinois, filed a petition
for relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 23-04456) on April 2, 2023, with total
assets of $1,207,500 and total liabilities of $3,342,453. William
B Avellone has been appointed as Subchapter V trustee.
Judge Donald R. Cassling oversees the case.
Miriam Stein Granek, Esq., at Gutnicki, LLP and the Law Offices of
David Freydin serve as the Debtor's bankruptcy counsel and
corporate counsel, respectively.
VECTO INC: Taps Law Offices of David Freydin as Corporate Counsel
-----------------------------------------------------------------
VECTO, Inc. received approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to employ the Law Offices of
David Freydin as its corporate counsel.
The firm will represent the Debtor in matters concerning
negotiation with creditors, preparation of a plan, corporate
restructuring, and analysis of claims and potential causes of
action.
The firm will be paid at these rates:
David Freydin $350 per hour
Jan Michael Hulstedt $325 per hour
Dustin Allen $325 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received an advance retainer of $10,000.
David Freydin, Esq., an attorney at the Law Offices of David
Freydin, 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:
David Freydin, Esq.
Law Offices of David Freydin, PC
8707 Skokie Blvd, Suite 312
Skokie, IL 60077
Phone: 847-972-6157
Fax: 866-897-7577 fax
Email: david.freydin@freydinlaw.com
About VECTO Inc.
Vecto Inc., a truck rental company in Illinois, filed a petition
for relief under Subchapter V of Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 23-04456) on April 2, 2023, with total
assets of $1,207,500 and total liabilities of $3,342,453. William
B Avellone has been appointed as Subchapter V trustee.
Judge Donald R. Cassling oversees the case.
Miriam Stein Granek, Esq., at Gutnicki, LLP and the Law Offices of
David Freydin serve as the Debtor's bankruptcy counsel and
corporate counsel, respectively.
VMR CONTRACTORS: Unsecureds to Get 80 Cents on Dollar in Plan
-------------------------------------------------------------
VMR Contractors Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Illinois a Plan of Reorganization dated May 8,
2023.
Since it began operating in 2014, the Debtor has been in the
business of supplying and installing rebar for road construction
projects, and it has MBE and DBE certifications.
The Debtor's financial projections show that the Debtor will have
projected disposable income over the next seven years of
$4,271,881.50. The final Plan payment is expected to be paid on
July 30, 2030.
This plan of reorganization proposes to pay the Debtor's creditors
from cash flow from operations.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the Debtor has valued at approximately
80 cents on the dollar. This Plan also provides for the payment of
administrative and priority claims over one and seven years,
respectively.
Class 6 consists of General Unsecured Creditors. For distribution
purposes, each Holder of an allowed Class 6 claim shall be a
Unsecured Creditor Account Beneficiary and, as such, shall receive
a pro rata share of the funds in the Unsecured Creditor Account at
the same time and at the same percentage as the other Unsecured
Creditor Account Beneficiaries until the 28th Quarterly Payment
Date after the Plan's effective date, at which time the Debtor's
Plan will conclude.
Any Holder of an allowed claim may agree to less favorable
treatment than is provided for that Holder in this Plan. That less
favorable treatment will then superseded the Plan's treatment of
the Holder described above. The obligations of the Debtor or the
Reorganized Debtor under this Plan may be prepaid in full or in
part without penalty.
The Holders of Class 7 interests will retain those interests.
After the Plan's effective date, the Reorganized Debtor shall
establish and administer a separate bank account that shall be
designated the "Unsecured Creditor Account" on the books and
records of the Reorganized Debtor. Only Holders of Class 6 claims
(the "Unsecured Creditor Account Beneficiaries"), and not the
Reorganized Debtor or any other person—has any interest in the
property held in the Unsecured Creditor Account and such property
will be segregated from any other property owned by the Reorganized
Debtor and held solely for the benefit of the Unsecured Creditor
Account Beneficiaries.
After the Plan's effective date, the Reorganized Debtor shall make
the contributions to the Unsecured Creditor Account set forth
herein. The Unsecured Creditor Account will be funded by the
Debtor's Quarterly Cash Flow until the 28th Quarterly Payment Date
after the Plan's effective date, after which time the Reorganized
Debtor will no longer have any obligation to the Unsecured Creditor
Account Beneficiaries. On the 15th day after the quarter that
encompasses the Effective Date, and on the 15th day after each
subsequent calendar quarter, (collectively, the "Unsecured
Contribution Dates") the Debtor shall contribute the requisite
funds to the Unsecured Creditor Account.
A full-text copy of the Plan of Reorganization dated May 8, 2023 is
available at https://bit.ly/3I2Xq8t from PacerMonitor.com at no
charge.
Counsel for the Debtor:
William J. Factor
Jeffrey K. Paulsen
FACTORLAW
105 W. Madison, Suite 1500
Chicago, IL 60602
Tel: (312) 878-0969
Fax: (847) 574-8233
Email: wfactor@wfactorlaw.com
jpaulsen@wfactorlaw.com
About VMR Contractors
VMR Contractors supplies and installs rebar for road construction
projects. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14211) on Dec. 8,
2022. In the petition signed by Vincent Roberson, its president,
the Debtor disclosed up to $1 million in assets and up to $10
million in liabilities.
Judge Benjamin Goldgar oversees the case.
William J. Factor, Esq., at Factor Law, is the Debtor's legal
counsel.
VOYAGER DIGITAL: To Liquidate After Binance Deal Ends
-----------------------------------------------------
Steven Church of Bloomberg News reports that Voyager Digital
Holdings Ltd. will liquidate and repay customers about 36% of what
they are owed, the company announced, less than two weeks after
Binance.US terminated an agreement to purchase the bankrupt crypto
broker.
The company has only about $630 million to satisfy $1.8 billion in
account claims, according to court documents filed Friday, May 5,
2023. Should the company win a court fight with another bankrupt
crytpo firm, FTX Trading, creditors could get back more than 60% of
what they are owed.
The move came after months of wrangling and the intervention of
multiple federal and state regulators over the Binance.US deal .
About Voyager Digital Holdings
Based in Toronto, Canada, Voyager Digital Holdings Inc. --
https://www.investvoyager.com/ -- runs a cryptocurrency platform.
Voyager claims to offer a secure way to trade over 100 different
crypto assets using its easy-to-use mobile application. Through
its subsidiary Coinify ApS, Voyager provides crypto payment
solutions for both consumers and merchants around the globe.
Voyager Digital Holdings Inc. and two affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 22-10943) on July 5, 2022. In the petition filed by
Stephen Ehrlich, chief executive officer, the Debtors estimated
assets and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP as general bankruptcy
counsel; Berkeley Research Group, LLC as financial advisor; Moelis
& Company as investment banker; Consello Group as strategic
financial advisor; Deloitte Tax, LLP as tax services provider; and
Deloitte & Touche, LLP as accounting advisor. Stretto, Inc., is
the claims agent.
On July 19, 2022, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in these Chapter 11
cases. The committee tapped McDermott Will & Emery, LLP as
bankruptcy counsel; FTI Consulting, Inc. as financial advisor;
Cassels Brock & Blackwell, LLP as Canadian counsel; and Epiq
Corporate Restructuring, LLC as noticing and information agent.
The committee also tapped the services of Harney Westwood &
Riegels, LP, in connection with Three Arrows Capital Ltd.'s
liquidation proceedings in British Virgin Islands.
On July 6, 2022, the Debtors filed a joint Chapter 11 plan of
reorganization.
* * *
Following an auction process, the Debtors in September 2022
selected the bid submitted by FTX US' West Realm Shires Inc. as the
winning bid for the assets. But after a series of events, FTX
collapsed in November 2022, before the sale could be completed.
After reopening bidding, Voyager Digital selected the offer from
U.S. exchange BAM Trading Services Inc. (doing business as
"Binance.US") as the highest and best bid for its assets.
Binance's bid was valued at $1.022 billion.
In April 2023, Binance.US called off its deal to buy assets of
bankrupt crypto lender Voyager Digital, citing a "hostile and
uncertain regulatory climate."
WBS CAPITAL: Seeks to Tap Tarter Krinsky & Drogin as Legal Counsel
------------------------------------------------------------------
WBS Capital Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ Tarter Krinsky & Drogin
LLP as general bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued operation of its business and management of its
property;
(b) negotiate with creditors of the Debtor in working out a
plan of reorganization, and to take necessary legal steps in order
to confirm said plan of reorganization;
(c) prepare legal papers;
(d) appear before the bankruptcy judge and represent the
Debtor in all matters pending in the Chapter 11 proceeding; and
(e) perform all other legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Partners $555 - $800
Counsel $510 - $745
Associates $360 - $525
Paralegals $265 - $380
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received an initial retainer of $50,000.
Scott Markowitz, Esq., a partner at Tarter Krinsky & Drogin,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Scott S. Markowitz, Esq.
Tarter Krinsky & Drogin LLP
1350 Broadway, 11th Floor
New York, NY 10018
Telephone: (212) 216-8000
Email: smarkowitz@tarterkrinsky.com
About WBS Capital
WBS Capital Inc. is the fee simple owner of a property located at
1405 - 1447 Saint Paul Street, Rochester, NY 14621 valued at $35
million.
WBS Capital Inc. filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40939) on March
22, 2023. In the petition filed by Xiaomei Lu, president, the
Debtor reported total assets of $37,002,023 and total liabilities
of $11,259,653.
Judge Elizabeth S. Stong oversees the case.
Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP serves as
the Debtor's counsel.
[] U.S. Senators Investigate KPMG's Relation With 3 Failed Banks
----------------------------------------------------------------
David Hood of Bloomberg Law reports that two senators are looking
into KPMG's relationship with three recently failed banks, asking
the firm for a wide range of documents for their initial inquiry.
Sens. Richard Blumenthal (D-Conn.) and Ron Johnson (R-Wis.) sent a
letter to KPMG CEO Paul Knopp Wednesday asking for "all
communications," records "referring or relating to" the firm's
audits and advisory work, and a "complete list of all advisory
work" between KPMG and Silicon Valley Bank, Signature Bank, and
First Republic Bank.
The senators said in the letter they're asking for the trove of
documents under their authority to review "matters relating to
auditing and risk management standards for financial institutions"
as the top leaders of the Homeland Security and Governmental
Affairs Committee's Permanent Subcommittee on Investigations.
The inquiry is the latest obstacle facing KPMG, as crisis after
crisis hit the firmand other Big Four accounting firms EY, PwC, and
Deloitte over audit quality, the role of consulting and auditors'
integrity.
KPMG drew an added layer of scrutiny for issuing clean audits of
all three banks shortly before they collapsed.
"KPMG also appears to have had longstanding relationships with all
three banks, having served as SVB's auditor for nearly 30 years and
Signature’s auditor for over 20 years prior to their failures,"
the senators wrote.
As a result, the pair also asked KPMG for "all documentation"
detailing the firm's policies and practices for any non-audit
services, as well as "a complete list" of the firm's employees,
contractors, and subcontractors that were employed by any of the
banks after their affiliation with KPMG.
They requested that the firm send the documents as they become
available instead of one big batch to "expedite the subcommittee's
review."
A KPMG representative did not immediately provide a comment.
[^] BOOK REVIEW: Bendix-Martin Marietta Takeover War
----------------------------------------------------
MERGER: The Exclusive Inside Story of the Bendix-Martin Marietta
Takeover War
Author: Peter F. Hartz
Publisher: Beard Books
Soft cover: 418 pages
List Price: $34.95
Review by Gail Owens Hoelscher
http://www.beardbooks.com/beardbooks/merger.html
William Agee, the youngest man ever to head one of the top 100
American corporations, seemed unstoppable. In 1977, at the age of
39, he took over Bendix Corporation, an aerospace, automotive, and
industrial firm, determined to diversify the company out of the
automotive industry. In his words, "Automobile brakes are in the
winter of their life and so is the entire automobile industry." He
sold off a few Bendix units, got some cash together, and began to
look for acquisitions.
Then Agee's relationship with Mary Cunningham burst into the news.
Agee had promoted Cunningham from his executive assistant to vice
president, to the outrage of other Bendix employees. Their affair,
replete with power, brains, youth, good looks, charm, denial, and
deceit, fascinated the American public. Cunningham was forced to
leave Bendix to work for Seagrams, with the entire country
wondering just how well she would do. The two divorced their
respective spouses and married soon thereafter. To the chagrin of
many, Cunningham continued to play a pivotal role in Bendix
affairs.
Eager to regain his standing, Agee turned to acquisition as soon as
the gossip died down. A failed attempt to acquire RCA left him more
determined than ever. He then set his sights on Martin-Marietta, an
undervalued gem in the 1982 stock market slump.
Thus began an all-out war of tenders and countertenders, egoism and
conceit, half-truths and dissimulation, and sudden alliances and
last-minute court decisions.
This is a very exciting account of the war's scuffles, skirmishes,
and battles. The author, son of a long-time Bendix director, was
able to interview some of the major participants who most likely
would have refused the requests of other authors. Some gave him
access to personal notes from the various proceedings. The author
thoroughly researched the documents involved in the takeover war,
as well as news reports and press releases. He explains the
complicated legal maneuverings very clearly, all the while keeping
the reader entertained with the personal lives and thoughts of the
players.
People love this book. The New York Times Book Review said
"Aggression and treachery, hairbreadth escapes and last-minute
reversals, "white knights" and "shark repellants" -- all of these
and more can be found in the true-life adventure of the
Bendix-Martin Marietta merger war." The Wall Street Journal said
"Merger brims with tension, authentic-sounding dialogue and insider
detail."
Peter F. Hartz was born in Toronto, Canada, in 1953, and moved to
the U.S. as a child. He holds degrees from Colgate University and
Brown University. He lives in Toluca Lake, California.
*********
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,
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