/raid1/www/Hosts/bankrupt/TCR_Public/230516.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, May 16, 2023, Vol. 27, No. 135
Headlines
2 MONKEY TRADING: Unsecureds to Get Share of Income for 3 Years
942 PENN RR: Plan Administrator Taps Bast Amron as Legal Counsel
AEARO TECHNOLOGIES: Exclusivity Period Extended to June 26
ALLIED HEALTHCARE: Court OKs $4MM DIP Loan from Sterling
ALPINE 4 HOLDINGS: Incurs $12.87 Million Net Loss in 2022
AMERIMARK INTERACTIVE: $48MM DIP Loan from PNC Bank OK'd
AMERIMARK INTERACTIVE: Taps Cole Schotz as Litigation Counsel
AMG METALLURGICAL: S&P Alters Outlook to Pos., Affirms 'B+' ICR
ASLM INVESTMENTS: Seeks Cash Collateral Access
ATHENEX INC: Files Chapter 11 Petition to Facilitate Sale
AUDACY CAPITAL: $770M Bank Debt Trades at 43% Discount
AUGUST LILLY: Court OKs Interim Cash Collateral Access
AVENIR MEMORY: U.S. Trustee Unable to Appoint Committee
AYRO INC: Posts $5.5 Million Net Loss in First Quarter
BADGER FINANCE: S&P Downgrades ICR to 'CCC+', Outlook Negative
BED BATH & BEYOND: A&G Plans to Auction Hundreds of Leases
BEVERLY COMMUNITY: U.S. Trustee Appoints Creditors' Committee
BIO365 LLC: Seek to Hire Clark Hill as Bankruptcy Counsel
BIO365 LLC: Taps Kander as Financial Advisor, Robert Marcus as CRO
BITTREX INC: Files for Chapter 11 After Shutting US Operations
BLOCKFI INC: Customers Dispute $375-Mil Account Transfer Cutoff
BURRELL FARMS: Gets OK to Hire Jones Lang LaSalle as Realtor
CBC RESTAURANT: Court OKs $10.5MM DIP Loan from SSCP Restaurant
CENTURY ALUMINUM: Incurs $38.6 Million Net Loss in First Quarter
CHECKERS HOLDINGS: $192M Bank Debt Trades at 40% Discount
CHICAGO SOUTH LOOP: Court OKs Cash Collateral Access Thru May 31
CHRISHULSERSELLSHOMES: Seeks Cash Collateral Access
CHRISTMAS TREE SHOPS: $45MM DIP Loan from Eclipse Business OK'd
CHRISTMAS TREE SHOPS: Owes Unsecured Creditors $22.5 Million
CII PARENT: Motion to Enforce Automatic Stay Denied
CITIUS PHARMACEUTICALS: Closes $15M Registered Direct Offering
CORE SCIENTIFIC: Objects to $4.7-Mil. Admin. Claim of Celsius
CROWN FINANCE: $650M Bank Debt Trades at 84% Discount
DALLAS COUNTY WATER AND SEWER AUTHORITY, AL: S&P Cuts ICR to 'BB+'
DAWN ACQUISITIONS: $550M Bank Debt Trades at 46% Discount
DIEBOLD NIXDORF: Extends Exchange Offer Until May 19
DIEBOLD NIXDORF: Falls Short of NYSE Bid Price Requirement
DNP EATS: Court OKs Cash Collateral Access Thru Aug 4
EAST MISSION 8: Taps Law Offices of Michael Jay Berger as Counsel
ENVISION HEALTHCARE: Prepares for Chapter 11 Filing
EVERNEST HOLDINGS: Creditor Says Plan Not Filed in Good Faith
EYECARE PARTNERS: $300M Bank Debt Trades at 28% Discount
GARDA WORLD: Fitch Alters Outlook on 'B+' LongTerm IDR to Negative
GAUCHO GROUP: Projects Over $6 Million in Sales in 2023
GLOBAL FOOD: EUR245M Bank Debt Trades at 17% Discount
GREELEY LAND: Seeks Cash Collateral Access Thru June 30
GUARDIAN FUND: U.S. Trustee Appoints Creditors' Committee
HOLLEY INC: $100M Bank Debt Trades at 13% Discount
IGN 401 PROPERTIES: Seeks Cash Collateral Access
IMA FINANCIAL: Moody's Rates $200MM Senior Secured Term Loan 'B3'
INMET MINING: Court OKs $22MM DIP Loan from Black Mountain
INTEGRATED COOLING: Court OKs Final Cash Collateral Access
J.A.R. CONCRETE: Seeks to Hire Griffith Davison as Special Counsel
JLK CONSTRUCTION: U.S. Trustee Unable to Appoint Committee
KAISER GYPSUM: Insurer Takes Ch.11 Asbestos Fight to Supreme Court
KARAFIN SCHOOL: Seeks Cash Collateral Access
KEYSTONE GAS: Amends RCB Bank Secured Claims Pay Details
KOTAI INVESTMENTS: Taps Michael Jay Berger as Bankruptcy Counsel
LAKE DISTRICT: Wins Interim Cash Collateral Access
LAS VEGAS SANDS: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
LBM ACQUISITION: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
LTL MANAGEMENT: J&J Talc Plaintiffs Lose Move to End Ch.11
MAGIC DESIGNS: Unsecureds to Recover 3% in Subchapter V Plan
MATRIX PARENT: $160M Bank Debt Trades at 47% Discount
MAVENIR SYSTEMS: $145M Bank Debt Trades at 18% Discount
MAVENIR SYSTEMS: $585M Bank Debt Trades at 19% Discount
MED PARENTCO: $360M Bank Debt Trades at 18% Discount
MEDALLION MIDLAND: Fitch Affirms IDR at 'B+', Outlook Stable
MIRAGE INTERNATIONAL: Cash Collateral Access OK'd on Final Basis
MISSISSIPPI CENTER: Files Emergency Bid to Use Cash Collateral
MONEYGRAM INT'L: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
MONITRONICS INTERNATIONAL: Case Summary & 30 Unsecured Creditors
NATIONAL CINEMEDIA: Unsecureds Will Get .03% of Claims in Plan
NEW HAVEN TRUCK: Taps Law Offices of Neil Crane as Counsel
NIKOFAM INC: Court OKs Cash Collateral Access Thru June 15
NOBLE HEALTH: Seeks to Hire Joseph Baum of CFGI as CRO
P&P CONSTRUCTION: Court OKs Cash Collateral Access Thru May 22
PARADIGM MIDSTREAM: Moody's Withdraws 'B3' CFR on Debt Repayment
PARLEE CYCLES: Wins Interim Cash Collateral Access
PERATON CORP: S&P Downgrades ICR to 'B', Outlook Stable
PHOENIX SERVICES: June 21 Plan Confirmation Hearing Set
PILL CLUB PHARMACY: Seeks to Hire Winston & Strawn as Legal Counsel
PLUTO ACQUISITION I: $873M Bank Debt Trades at 22% Discount
PRA GROUP: Fitch Alters Outlook on 'BB+' LongTerm IDR to Negative
PRIMARY PRODUCTS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
PRIME HEALTHCARE: Fitch Affirms LongTerm IDR at B, Outlook Negative
PRIME HEALTHCARE: Moody's Cuts CFR to B3 & Alters Outlook to Stable
RICH'S FOOD: Court OKs Interim Cash Collateral Access
SCHAFFNER PUBLICATIONS: Wins Interim Cash Collateral Access
SCHARN INDUSTRIES: Court OKs Cash Collateral Access Thru June 7
SHOPS@BIRD & 89: Seeks to Hire Trustee Realty as Real Estate Agent
SILICON VALLEY BANK: CTI Says Collapse Caused Settlement Default
SINCLAIR TELEVISION: $750M Bank Debt Trades at 19% Discount
STORED SOLAR: New Hampshire Says Plan Patently Unconfirmable
TECHNICAL COMMUNICATIONS: Gets Contract to Secure Military Network
TECHNICAL COMMUNICATIONS: Incurs $629K Net Loss in First Quarter
TEHUM SERVICES: Deadline to File Claims Set for August 14
TEMPUR SEALY: Fitch Puts 'BB+' LongTerm IDR on Watch Negative
TRUCK DYNASTY: Court OKs Cash Collateral Access Thru May 31
TSV PLAZA: Plaza Grande Up for Sale on June 15
TURBO COMPONENTS: Seeks to Hire Distel Thiede as Financial Advisor
TURBO COMPONENTS: Seeks to Hire Keller & Almassian as Legal Counsel
U.S. AUTO FINANCE: Public Sale Auction Slated for May 23
VELOCIOUS DELIVERY: Gets OK to Hire Lane Law as Substitute Counsel
VENATOR MATERIALS: Files for Chapter 11 With Prepack Plan
VICE MEDIA: Case Summary & 30 Largest Unsecured Creditors
VIRGIN PULSE: $185M Bank Debt Trades at 22% Discount
VISIONARY LABELS: Court OKs Final Cash Collateral Access
VRC LLC: Seeks to Hire J. Zac Christman as Bankruptcy Attorney
WAYNE HEALTHCARE: Fitch Affirms 'BB+' IDR, Outlook Stable
WEWORK COS: S&P Upgrades ICR to 'CCC+', Outlook Stable
WYNN RESORTS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
Z NEWS SERVICE: Seeks to Hire The Rosner Law Group as Counsel
[*] Online Auction for Tallahassee Property Set for May 18
[^] Large Companies with Insolvent Balance Sheet
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2 MONKEY TRADING: Unsecureds to Get Share of Income for 3 Years
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2 Monkey Trading, LLC, and Lucky Shot USA, LLC, filed with the U.S.
Bankruptcy Court for the Middle District of Florida a First Amended
Joint Subchapter V Plan of Reorganization dated May 9, 2023.
2 Monkey and Lucky Shot were established in 2006 in Orlando,
Florida, and are family-owned business that design, craft and
market hand-made and made-to-order military memorabilia and
Americana.
2 Monkey and Lucky Shot are separate businesses. However, they have
identical ownership structures; the Debtors are both owned by
Douglas Ingalls and his wife, Lynne Ingalls as 98% owners, tenants
by the entirety, and the remaining 2% of the Debtors are owned by
their family trust.
The Plan provides for the orderly payment of Allowed Claims with
the Debtors' projected disposable income over the life of the Plan.
The Debtors will pay in full all Allowed Administrative Claims on
the Effective Date, unless otherwise agreed to by the holder of any
such claim.
Class 1 consists of the General Unsecured Claims of 2 Monkey. Class
1 is impaired under the Plan.
Class 7 consists of the General Unsecured Claims of Lucky Shot.
Class 7 is impaired under the Plan.
In the event the Plan is confirmed under Section 1191(b) of the
Bankruptcy Code, Holders of Allowed Unsecured Claims shall be
treated as described in this paragraph. Subject to the requirements
of the Plan, the Bankruptcy Code, or a Final Order, Holders of
Allowed Unsecured Claims shall receive annual payments of their Pro
Rata Share of the aggregate sum of the 2 Monkey Projected
Disposable Income and the Lucky Shot Projected Disposable Income
over a three-year period beginning on the Effective Date that is
remaining after payment in full of Allowed Secured Claims, Allowed
Administrative Expense Claims, Fee Claims and Allowed Priority Tax
Claims as required by the terms of the Plan, the Bankruptcy Code,
or a Final Order.
The Reorganized Debtors shall make equal annual payments of the
aggregate sum of the 2 Monkey Projected Disposable Income and the
Lucky Shot Projected Disposable Income over each twelve-month
period following the Effective Date to pay their obligations under
the Plan, including Allowed Administrative Expense Claims and Fee
Claims, which shall be paid in full prior to payment of Allowed
Unsecured Claims.
In addition, the Principals shall contribute a total amount of
$5,000.00 per year to the Plan, in addition to the Debtors'
obligations under the Plan. Payments under the Plan shall commence
on the last day of the twelve-month period following the Effective
Date and shall continue on an annual basis for a period of three
years, with the last payment due and payable on the date that is
three years after the Effective Date. In addition, the Debtors
shall release and waive any and all appellate rights with respect
to the final judgment held by Benshot, LLC.
Class 6 consists of the equity interests of the Equity Interest
Holders in 2 Monkey. Douglas Ingalls and Lynne Ingalls own 98% of 2
Monkey as tenants by the entirety and a family trust owns the
remaining 2% of 2 Monkey. Class 6 is unimpaired under the Plan. On
and after the Effective Date, the Equity Interest Holders shall
retain their combined full interests in 2 Monkey in the same
percentage and to the same degree as such interests were held
immediately prior to the Petition Date.
Class 9 consists of the equity interests in Lucky Shot. Douglas
Ingalls and Lynne Ingalls own 98% of Lucky Shot as tenants by the
entirety and a family trust owns the remaining 2% of Lucky Shot.
Class 9 in unimpaired under the Plan. On and after the Effective
Date, the Equity Interest Holders shall retain their combined full
interests in Lucky Shot in the same percentage and to the same
degree as such interests were held immediately prior to the
Petition Date.
The Plan contemplates that the Reorganized Debtors will continue to
operate the 2 Monkey and Lucky Shot businesses. The Reorganized
Debtors believe that the continued earnings through the operation
of 2 Monkey and Lucky Shot will be sufficient to fund the payments
required to be made under the Plan.
A full-text copy of the First Amended Plan dated May 9, 2023 is
available at https://bit.ly/42SAIYs from PacerMonitor.com at no
charge.
Counsel for the Debtors:
Jonathan M. Sykes, Esq.
Michael A. Nardella, Esq.
Nardella & Nardella, PLLC
135 W. Central Blvd., Suite 300
Orlando, FL 32801
Telephone: (407) 966-2680
Facsimile (407) 966-2681
Email: jsykes@nardellalaw.com
About 2 Monkey Trading
2 Monkey and Lucky Shot were established in 2006 in Orlando,
Florida, and are family-owned business that design, craft and
market hand-made and made-to-order military memorabilia and
Americana.
2 Monkey Trading, LLC, sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 22-04099) on
Nov. 17, 2022. In the petition signed by Douglas Ingalls, manager,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Judge Tiffany P. Geyer oversees the case.
Michael A. Nardella, Esq., at Nardella and Nardella, PLLC, is the
Debtor's counsel.
942 PENN RR: Plan Administrator Taps Bast Amron as Legal Counsel
----------------------------------------------------------------
Barry Mukamal, the plan administrator for 942 Penn RR, LLC,
received approval from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Bast Amron, LLP as legal counsel.
Bast Amron will receive payment of 90% of fees and 100% of costs on
a monthly basis pursuant to the court's March 28 order confirming
the Debtor's Chapter 11 plan of liquidation.
Scott Brown, Esq., a partner at Bast Amron, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Scott N. Brown, Esq.
Bast Amron, LLP
One Southeast Third Avenue, Suite 2410
Miami, FL 33131
Tel: (305) 379-7904
Fax: (305) 379-7905
Email: sbrown@bastamron.com
About 942 Penn RR
942 Penn RR, LLC, owns a short-term luxury apartment building
located at 942 Pennsylvania Ave., Miami Beach, Fla.
942 Penn RR filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-14038) on
May 23, 2022, with $1,617,630 in total assets and $27,179,541 in
total liabilities. Raziel Ofer, manager, signed the petition.
Judge Robert A. Mark oversees the case.
The Law Office of Mark S. Roher, PA is the Debtor's legal counsel.
On June 29, 2022, the court appointed Barry E. Mukamal as the
Debtor's Chapter 11 trustee. On March 28, 2023, the court confirmed
the Debtor's Chapter 11 plan of liquidation and appointed Mr.
Mukamal as the plan administrator. Mr. Mukamal is represented by
Bast Amron, LLP.
AEARO TECHNOLOGIES: Exclusivity Period Extended to June 26
----------------------------------------------------------
Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the
Southern District of Indiana extended Aearo Technologies and its
affiliates' exclusive periods to file a Chapter 11 plan and to
solicit acceptances thereof to June 26, 2023 and August 25, 2023,
respectively.
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.
ALLIED HEALTHCARE: Court OKs $4MM DIP Loan from Sterling
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The U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, authorized Allied Healthcare Products, Inc. to
use cash collateral and obtain secured postpetition financing from
Sterling Commercial Credit, LLC on an interim basis.
The Debtor is permitted to obtain postpetition financing in the
aggregate amount of $4 million.
Interest will accrue on all outstanding principal relating to
advances at 6.5% per annum above the Prime Rate from time to time
in effect, adjusted as of the date of any change in the Prime Rate,
but in no event less than 14% per annum.
The DIP Facility matures through the earlier of:
(a) the 120th after the Petition Date or, if such date is not
a Banking Business Day, the first Banking Business Day thereafter,
(b) any date on which Lender accelerates the maturity of the
Loan pursuant to Section 9.1 of the Loan Agreement and demands
payment in full of the Obligations,
(c) the date upon which the Bankruptcy Case will be converted
to a case under chapter 7 of the Bankruptcy Code or dismissed;
(d) the effective date of a plan of reorganization for
Borrower which has been confirmed by an order of the Bankruptcy
Court;
(e) the date upon which any Authorizing Order will be amended,
supplemented, vacated or otherwise modified without the prior
written consent of the Lender;
(f) the date upon which the automatic stay expires; or
(g) the date of any agreement for the sale of substantially
all the assets of Borrower, unless such sale is approved by the
Lender, in which event, the date of consummation of the sale.
The Debtor is required to comply with these milestones:
(a) No later than five Business Banking Days after the
Petition Date, the Borrower will file a motion in form and
substance satisfactory to Lender requesting approval from the
Bankruptcy Court to conduct the marketing and sale process for all
or substantially all of the assets of Borrower; and
(b) No later than 30 days after the filing of the motion
required under the foregoing subsection (a), the Bankruptcy Court
will have entered an order such motion.
Failure to to comply with any Milestone constitutes an Event of
Default.
As of the Petition Date, the Debtor admits that it is liable to the
Lender under a Loan and Security Agreement with the Lender, dated
effective February 27, 2017, as amended April 16, 2018, April 24,
2019, December 18, 2020 an October 7, 2021, June 13, 2022, January
30, 2023, February 19, 2023, March 8, 2023, and March 14, 2023 in
the aggregate principal amount of $2.5 million.
The Debtor requires the use of cash collateral and postpetition
financing to continue to operate its business in the ordinary
course.
As adequate protection, the Lender is granted:
a. a first priority, perfected senior security interest in
and lien upon all Post-Petition Collateral that is not otherwise
encumbered by a validly perfected security interest or lien on the
Petition Date;
b. a first priority, senior, priming, perfected security
interests in and lien upon all of the Debtor's right, title and
interest in, to and under the Post-Petition Collateral; and
c. a junior, perfected security interest in and lien upon all
Post-Petition Collateral which is already subject to a validly
perfected security interest or lien in existence as of the Petition
Date.
A final hearing on the matter is set for June 1 at 9:30 a.m.
A copy of the motion is available at https://bit.ly/3O4XtUT from
PacerMonitor.com.
A copy of the order is available at https://bit.ly/3WaFvm9 from
PacerMonitor.com.
About Allied Healthcare Products, Inc.
Allied Healthcare Products, Inc. is a manufacturer of AHP300
transport ventilator, carbon dioxide absorbent, suction regulators
& aspirators, ventilators, emergency products, and medical gas
systems.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Mo. Case No. 23-41607) on May 8, 2023.
In the petition signed by Akash Amin, president and chief
restructuring officer, the Debtor disclosed up to $50 million in
both assets and liabilities.
Judge Brian C. Walsh oversees the case.
Eric C. Peterson, Esq., at Spencer Fane LLP, represents the Debtor
as legal counsel.
ALPINE 4 HOLDINGS: Incurs $12.87 Million Net Loss in 2022
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Alpine 4 Holdings, Inc. has filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$12.87 million on $104.56 million of net revenues for the year
ended Dec. 31, 2022, compared to a net loss of $19.48 million on
$51.64 million of net revenues for the year ended Dec. 31, 2021.
As of Dec. 31, 2022, the Company had $145.63 million in total
assets, $75.64 million in total liabilities, and $69.99 million in
total stockholders' equity.
Phoenix, Arizona-based RSM US LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 5, 2023, citing that the Company has suffered recurring losses
from operations and recurring negative cash flows from operations.
This raises substantial doubt about the Company's ability to
continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1606698/000162828023016240/alpp-20221231.htm
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators.
AMERIMARK INTERACTIVE: $48MM DIP Loan from PNC Bank OK'd
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The U.S. Bankruptcy Court for the District of Delaware authorized
Amerimark Interactive, LLC and its affiliates to use cash
collateral on a final basis in accordance with the budget.
The DIP Lenders have agreed to provide up to $48 million of senior
secured debtor-in-possession financing and other financial
accommodations under the terms of a DIP Credit Agreement. Of that
amount, and upon entry of the Interim Order, the Debtors may
utilize up to $7.4 million during the Interim Period pursuant to
and in accordance with the terms and conditions set forth in the
DIP Facility.
PNC Bank, National Association is the Administrative Agent and
Swing Line Lender under the DIP Facility. The Maturity Date is May
30, 2023.
The Debtors have an immediate need to obtain funds from the DIP
Facility and authorization to use so-called Revolving Credit Cash
Collateral for limited purposes in order to, among other things,
(a) maintain business relationships; (b) permit the orderly sale(s)
of their assets; (c) make Adequate Protection Payments; (d) pay the
costs of administration of the Chapter 11 Cases and satisfy their
other working capital and general corporate purposes; (e) minimize
disruption of their limited business operations; and (f) manage and
preserve the assets of the Debtors' Estates in order to maximize
the value of such assets and the recoveries to creditors of the
Estates.
As previously reported by the Troubled Company Reporter, the
Debtors are required to comply with these milestones:
(a) Within one Business Days after the Petition Date file a
motion seeking among other things, approval of (A) bidding
procedures for a postpetition sale process of substantially all of
the Debtors' assets; and (B) approve any sale of all or
substantially all Accounts and Revolving Credit Priority Collateral
that results as a result of the sale process;
(b) Obtain court approval of the Bidding Procedures within 20
days of the Petition Date;
(c) Obtain court approval of the Final Order within 25 days of
the Petition Date;
(d) Commence an auction in accordance with the Bidding
Procedures no later than 43 days after the Petition Date, which
Auction will be completed with two days of commencement of the
Auction;
(e) File a notice of winning bid(s) with respect to the
Accounts and other Revolving Credit Priority Collateral with a
purchaser acceptable to the Administrative Agent within 46 days of
the Petition Date;
(f) Obtain court approval of a sale or sales of all or
substantially all Accounts and Revolving Collateral within 52 days
of the Petition Date; and
(g) Finalize and close one or more of the 363 Sales with
sufficient proceeds to indefeasibly and finally pay and satisfy the
Obligations (including for the avoidance of doubt, all Pre-Petition
Revolving Credit Loan Obligations) at the closing of such 363
Sales, no later than five from entry of the Sale Order.
These events constitute an "Event of Default":
(1) The occurrence of any Event of Default as defined and
under the DIP Credit Agreement;
(2) The failure of the Debtors to obtain entry of a Final
Order on or before May 10, 2023, unless otherwise agreed in writing
by the Pre-Petition Agent and the DIP Agent;
(3) The Debtors seeking approval of a sale of all or a portion
of the Debtors' property that is not acceptable to Pre-Petition
Agent and DIP Agent; or
(4) The sale of all or substantially all of the Debtors'
property without the order approving such sale providing for the
indefeasible payment and satisfaction in full in cash of the
Pre-Petition Revolving Credit Loan Obligations and the DIP
Obligations.
As of January 2023, the Debtors, on a consolidated book-value
basis, had total assets of approximately $220 million and total
liabilities of approximately $400 million.
In 2022, revenue and profitability decreased dramatically, based on
several factors, including, but not limited to, unanticipated
catalog printing delays and deficiencies by a key vendor
immediately following a change of ownership of the Debtors (a
current subject of litigation), fluctuations in the availability of
inventory through the supply chain, extreme fluctuations in demand
caused by the COVID-19 pandemic and its aftermath, inflationary
pressures, and rising interest rates. Despite a change in senior
management in late Summer 2022 and the Debtors' retention of
Riveron Management Services, LLC in Fall 2022, and positive
operational changes made by these groups working together, these
factors -- together with a prepetition sale process that did not
generate an acceptable going-concern offer for the Debtors'
businesses as a whole -- all ultimately culminated in the Debtors'
chapter 11 filing and the Debtors' determination, in an exercise of
their business judgment, to pursue a postpetition liquidation sale
of their assets.
Furthermore, upon entry of the Interim Order, the DIP Facility
includes a "creeping" roll-up, at the discretion of the DIP Agent,
of the Debtors' obligations under the Prepetition Revolving Credit
Loan Obligations and DIP Obligations on a dollar-for-dollar basis,
and upon entry of the Final Order, a roll-up of the remaining
amount of the Total Revolving Credit Outstanding.
The Debtors require immediate access to additional liquidity to
fund the Chapter 11 Cases, and proceed with the Sale Transactions,
in order to maximize the value of their estates.
As of the Petition Date, the Debtors' capital structure consists of
outstanding funded-debt obligations in the aggregate principal
amount of $241.9 million, including under the Pre-Petition
Financing Documents, associated Pre-Petition Revolving Credit
Facility and PrePetition Term Loan Facility, and the Pre-Petition
Subordinated Note.
Solely to the extent of any diminution in value of such interests,
and subject to the priority set forth in the Lien Priority Chart,
the Debtors will grant the Pre-Petition Agent, for itself and for
the benefit of the Pre-Petition Revolving Credit Lenders, valid and
perfected replacement security interests in, and liens on, the DIP
Collateral.
As further adequate protection, to the extent that the Revolving
Credit Adequate Protection Liens do not adequately protect the
diminution in value of the Pre-Petition Revolving Credit Secured
Parties' interests in the Pre-Petition Collateral, the Pre-Petition
Agent, for the benefit of the Pre-Petition Revolving Credit Secured
Parties, is granted, to the extent of such diminution in value, an
allowed superpriority administrative expense claim in the Chapter
11 Cases or an Successor Cases against the Debtors' Estates, which
will be consistent with the priority set forth in the Claims
Priority Chart, have priority over all other administrative expense
claims, priority claims, and unsecured claims against the Debtors
or their Estates.
As further adequate protection, to the extent that the Term Loan
Adequate Protection Liens do not adequately protect the diminution
in value of the Pre-Petition Term Secured Parties' interests in the
Pre-Petition Collateral, the Pre-Petition Term Secured Parties, are
granted an allowed superpriority administrative expense claim.
A copy of the order is available at https://bit.ly/3O0oUiL from
PacerMonitor.com.
About AmeriMark Interactive, LLC
AmeriMark Interactive, LLC and affiliates are a direct marketer of
women's apparel, shoes, name-brand cosmetics, fragrances, jewelry,
watches, accessories, and other related products.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10438) on April
11, 2023. The petition was signed by Stuart Noyes, their chief
restructuring officer. As of January 2023, the Debtors, on a
consolidated book-value basis, had total assets of approximately
$220 million and total liabilities of approximately $400 million.
Judge Thomas M. Horan oversees the case.
The Debtors tapped McDonald Hopkins LLC as general bankruptcy
counsel, Morris, Nichols, Arsht and Tunnell LLP as co-counsel,
Riveron Management Services, LLC as CRO services provider,
Consensus Advisory Services LLC and Consensus Securities LLC as
financial advisor and investment banker, and Stretto as notice,
claims and balloting agent.
AMERIMARK INTERACTIVE: Taps Cole Schotz as Litigation Counsel
-------------------------------------------------------------
Amerimark Interactive, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Cole Schotz P.C. as their special litigation counsel.
The firm will represent the Debtors in the Delaware Superior Court
action captioned AmeriMark Interactive, LLC v. AmeriMark Holdings,
et. al., Case No. N21C-12-175-MMJ-CCLD and in the Delaware Chancery
Court action captioned LSC Communications MCL LLC v. AmeriMark
Interactive, LLC, C.A. No. 2022-0899-LWW.
Cole Schotz's hourly rates are as follows:
Members $485 to $1,200
Special Counsel $575 to $730
Associates $325 to $685
Paralegals $245 to $410
Litigation Support Specialists $380 to $475
As disclosed in court filings, Cole Schotz neither represents nor
holds any interest adverse to the Debtors' estates.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Cole
Schotz disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm's rates for its pre-bankruptcy work on behalf of
AmeriMark were its regular hourly rates then in effect, which have
been adjusted in the ordinary course of business to reflect
economic and other conditions; and
-- the firm will work with the Debtors to approve a
prospective budget and staffing plan.
The firm can be reached through:
Seth Van Aalten, Esq.
Cole Schotz P.C.
1325 Avenue of the Americas, 19th Floor
New York, NY 10019
Phone: 212-752-8000
Fax: 212-752-8393
Email: svanaalten@coleschotz.com
About Amerimark Interactive
AmeriMark Interactive, LLC is a direct marketer of women's apparel,
shoes, name-brand cosmetics, fragrances, jewelry, watches,
accessories, and other related products. It is based in Cleveland,
Ohio.
AmeriMark Interactive and affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10438) on April 11, 2023. In the petition signed by its
chief restructuring officer, Stuart Noyes, AmeriMark Interactive
disclosed up to $50,000 in assets and $100 million to $500 million
in liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped McDonald Hopkins, LLC and Morris, Nichols, Arsht
and Tunnell, LLP as bankruptcy counsels; Riveron Management
Services, LLC as restructuring advisor; and Consensus Advisory
Services, LLC and Consensus Securities, LLC as investment bankers.
Stretto Inc. is the notice, claims and balloting agent and
administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Cheryl Santaniello, Esq., is the committee's attorney.
AMG METALLURGICAL: S&P Alters Outlook to Pos., Affirms 'B+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on AMG Metallurgical Group
N.V. to positive from stable and affirmed its ratings, including
the 'B+' issuer credit rating.
The positive outlook reflects S&P's expectation for strong earnings
momentum and improving business prospects over the next 12-24
months as the company benefits from robust lithium prices and its
expansion projects, such as its battery grade modules and spodumene
projection expansion.
AMG is experiencing record earnings because rising battery demand
and the shift to electric vehicles (EVs) has led to a sharp rise in
lithium carbonate and spodumene prices.
S&P said, "We anticipate the company will generate about $375
million to $425 million of EBITDA in 2023 and 2024 following the
strong expansion it reported in 2022 (when it more than tripled its
EBITDA to $370 million from $110 million in 2021). AMG's lithium
business has grown materially over the last 12 months and is now
the biggest source of its earnings. In 2022, AMG Brazil alone
accounted for $200 million of the company's EBITDA because
spodumene prices increased to $4,370 per metric ton (mt) from an
average price of $640/mt between 2018 and 2021. As such, the main
drivers of AMG's earnings and profitability have shifted toward its
lithium mining operations and away from its metals processing
business. However, in our view, this could lead to more volatility
in the company's earnings because lithium and spodumene prices can
swing dramatically, whereas its processing business generally
features stable gross margins and benefits from the pass through of
commodity costs. While we expect lithium prices will moderate over
the coming 12-24 months, future supply and demand imbalances will
likely continue to support elevated prices over the long term. We
also expect the volatility in lithium prices will continue because
prices are closely correlated to near-term EV demand trends in
China. Therefore, while we expect the company's earnings will
remain volatile, its low-cost lithium position--supported by its
tantalum byproducts--and fee-based structure in its spent catalyst
recycling facility will likely support its profitability amid
weaker price conditions."
AMG will increase its capital spending over the next several years
as it executes its lithium projects in Brazil and Europe.
S&P said, "In our view, the company will undergo a significant
transformation over the next couple of years as it undertakes the
next phase of its lithium strategy. While AMG could maintain its
robust earnings growth over the next 12-24 months, we see elevated
execution and price volatility risk as it undergoes this
transition. This next wave of investment projects are intended to
transform the company into a fully integrated lithium producer and
span its spodumene mining operations in Brazil through to its
battery-grade lithium hydroxide processing capacity in Germany.
This integration will potentially provide a material increase in
AMG's profitability because it will be able to fully capture the
premium provided by its lithium hydroxide processing. We see this
as potentially leading to a significant improvement in the
company's competitive position as it benefits from its low-cost
spodumene position, builds on its technical expertise, and becomes
one of the first producers to build a lithium hydroxide
battery-grade refinery in Europe. We anticipate AMG could spend
about $200 million on capital expenditure (capex) related to its
ongoing projects in each of the next two years, with the potential
for additional capex once it deploys the bulk of the Brazil
chemical plant spending in 2025. The company has experience with
large expansion projects and greenfield construction, most recently
with the completion of its $325 million Zanesville spent catalyst
recycling facility, which it completed on schedule and on budget."
The lithium carbonate chemical plant in Brazil will convert
spodumene into technical-grade lithium carbonate, which will
provide some of the feedstock for its refinery modules once
completed and operational in 2026. The German refinery will convert
technical-grade lithium carbonate to battery-grade lithium
hydroxide. The first refinery module will come online in the fourth
quarter of this year and has already largely contracted all of its
offtake capacity for the next several years. Customer interest
seems to support the construction of additional modules over the
next couple of years, which could involve increasing the plant's
potential capacity to 100,000 mt from 20,000 mt for module 1.
The positive outlook reflects AMG's strong earnings momentum and
improving business prospects over the next 12-24 months because it
will benefit from robust lithium prices and its expansion projects,
such as its battery grade modules and spodumene projection
expansion. S&P projects the company's debt to EBITDA will be below
2x over the next year.
S&P could revise its outlook on AMG to stable over the next year if
its leverage rises above 4x, which could occur due to:
-- Higher-than-anticipated metals price volatility that leads to
lower earnings, deteriorating profitability, and negative free
operating cash flow (FOCF) as the company undertakes its multi-year
expansion projects; or
-- The company taking on additional debt to fund its capex.
S&P could raise its ratings over the next 12 months if AMG
continues to generate positive FOCF, demonstrating improving
business prospects, while undertaking its investment projects and
maintains debt to EBITDA of comfortably below 3x amid softer or
volatile metals prices.
ESG credit indicators: E-2, S-2, G-2
S&P said, "ESG factors are an overall neutral consideration in our
credit rating analysis of AMG. The company produces engineered
specialty metals and mineral products, such as vanadium,
superalloys, tantalum, lithium, graphite, silicon, aluminum, and
antimony. These products and solutions are aimed at helping
customers reduce their CO2 emissions and manage the energy
transition with battery technology. We believe the increased focus
on environmental issues, such as CO2 reduction and fuel efficiency,
is a positive demand driver for AMG's products, solutions, and
overall strategy."
ASLM INVESTMENTS: Seeks Cash Collateral Access
----------------------------------------------
ASLM Investments Inc. asks the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, for authority
to use the cash collateral of its secured creditors Open Bank, AJ
Dudheker, and the City of Imperial.
The Debtor's first emergency motion for authority to use cash
collateral was denied without prejudice. This second motion
resolves the objections filed by Open Rank and KD
Consulting/Investments, Mukesh Desai, and Enstone Investments,
Inc., and proposes monthly adequate protection payments to Open
Bank, and gives additional clarity and disclosures to the Court and
creditors. Debtor proposed adequate protection payments to KD
Consulting/Investments, Mukesh Desai, and Enstone Investments will
be paid through related Debtor ASLM Gas, Inc.
The Debtor requires the use of cash collateral to pay reasonable
expenses during the ordinary course of its business in accordance
with the budget, with a 15% variance.
The Debtor has three related entities, also in Subchapter V
bankruptcy before the Court: (I) ASLM Gas, Inc.; (2) CA Techies,
Inc.; and (3) Highland Cargo Inc. The Debtor, ASLM Gas, CA Techies,
and Highland have several mutual creditors, most notably Diamond
Stone Capital.
The COVID-19 pandemic, and subsequent inflation and rising gasoline
prices, had a significant negative impact on the Debtor's related
businesses. Without income from its tenant-related entity ASLM Gas,
the Debtor had no income. In an effort to keep its businesses open,
the Debtor took out several loans, which the Debtor is now unable
to pay back. Due to the accumulating debts from weekly payments
owed to lenders.
The Debtor's operational expenses, and debts owed to the secured
creditors, the Debtor was unable to meet its debt service
obligations.
The City of Imperial has a tax lien on the Debtor's real property
in the amount of $50,000, for property taxes accrued in 2022. The
Debtor will pay the secured property taxes to the City of Imperial
through the Plan of Reorganization. No adequate protection payments
are currently being proposed to the City of Imperial.
In first position, the Debtor has a loan with Open Bank. The Open
Bank Loan is secured by the Debtor's assets by virtue of having
filed a UCC Financing Statement with the California Secretary of
State on or about December 2021. Pursuant to the terms of the loan
with Open Bank, the Debtor owes approximately $4.117 million. The
Open Bank loan is cross-collateralized with related debtor ASLM
Gas, Inc.
The Debtor's tenant, ASLM Gas Inc.'s pays rent in the amount to
$32,000 to the Debtor. The Debtor proposes to pay monthly APO
payments to Open Bank in the amount of $36,567 per month, which
amount was obtained from Open Bank's counsel. The first payment due
to Open Bank will be made within five business days from entry of
the order approving the motion and all subsequent payments will be
made by the of each month thereafter.
The following loans are cross-collateralized with related debtor
ASLM Gas, Inc. and adequate protection payments will be made by
related debtor ASLM Gas, Inc. as follows:
-- In second position, the Debtor has a loan with KD
Investments, Inc. KD-1 is secured by the Debtor's assets by virtue
of having filed a UCC Financing Statement with California Secretary
of State on or about February 17, 2022, owing approximately
$100,000. The Debtor's tenant, ASLM Gas Inc.'s proposes to make
adequate protection payments to KD-1 in that case in the amount of
$1,334 per month, which is the regular contractual payment pursuant
to the loan agreement.
-- In third position, the Debtor has a loan with Mukesh Desai,
which is secured by the Debtor's assets by virtue of having filed a
UCC Financing Statement with California Secretary of State on or
about February 24, 2022, owing approximately $550,000. The Debtor's
tenant, ASLM Gas Inc.'s proposes to make adequate protection
payments to Desai in the amount of $4,583per month in that case,
which is the regular contractual payment pursuant to the loan
agreement.
-- In fourth position, the Debtor has a second loan with KD
Investments, Inc. KD-2's second loan is secured by Debtor's assets
by virtue of having filed a UCC Financing Statement with California
Secretary of State on or about February 24, 2022, owing
approximately $100,000. The Debtor's tenant, ASLM Gas Inc.'s
proposes to make adequate protection payments to KD-2 in that case
in the amount of $1,334 per month, which is the regular contractual
payment pursuant to the loan agreement.
-- In fifth position, the Debtor has a loan with Enstone
Investments, Inc. Enstone's loan is secured by Debtor's assets by
virtue of having filed a UCC Financing Statement with California
Secretary of State on or about February 24, 2022, owing
approximately $300,000. Debtor's tenant, ASLM Gas Inc.'s proposes
to make adequate protection payments to Enstone-1 in the amount of
$3,500 in that case, which is the regular contractual payment
pursuant to the loan agreement.
-- In sixth position, the Debtor has a second loan with
Enstone Investments, Inc. Enstone's loan is secured by the Debtor's
assets by virtue of having filed a UCC Financing Statement with
California Secretary of State on March 2, 2022, owing approximately
$150,000. The Debtor's tenant, ASLM Gas Inc.'s proposes to make
adequate protection payments to Enstone-2 in the amount of $3,500
in that case, which is the regular contractual payment pursuant to
the loan agreement.
-- In seventh position, the Debtor has a loan with Bridge
Funding Cap LLC. Bridge Funding Cap LLC's loan is secured by
Debtor's assets by virtue of having filed a UCC Financing Statement
with California Secretary of State on or about January 25,2023
which is within the 90 day preference period and is an avoidable
lien. Since Bridge Funding Cap LLC is in seventh position, and
based on the valuation of Debtor's assets, Bridge Funding Cap LLC
is fully undersecured. Debtor is not proposing any adequate
protection payments to Bridge Funding Cap LLC in the Motion.
As adequate protection for the use of cash collateral, the Secured
Creditors: (1) Open Bank; (2) KD Consulting/Investments; (3) Mukesh
Desai; (4) KD Consulting/Investments; (5) Enstone Investments,
Inc.; (6) Enstone Investments, Inc.; (7) Bridge Funding Cap LLC;
and (8) City of Imperial shall have: (i) a replacement lien to the
same validity, priority, and extent as their valid liens existed as
of the petition date, to the extent cash collateral is used
post-petition.
A copy of the motion is available at https://bit.ly/3VXofAp from
PacerMonitor.com.
About ASLM Investments Inc.
ASLM Investments, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-11778) on March 24, 2023, with up to $10 million in both assets
and liabilities. Gregory Kent Jones has been appointed as
Subchapter V trustee.
Judge Barry Russell oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
is the Debtor's legal counsel.
ATHENEX INC: Files Chapter 11 Petition to Facilitate Sale
---------------------------------------------------------
Athenex, Inc., a global biopharmaceutical company dedicated to the
discovery, development, and commercialization of novel therapies
for the treatment of cancer and related conditions, on May 14
disclosed that, following an ongoing strategic review, it has
reached agreement with its lenders to move forward with an
expedited sales process of the Company's assets across its primary
businesses: Athenex Pharmaceutical Division ("APD"), Orascovery,
and Cell Therapy.
To best facilitate this process, Athenex and certain of its
subsidiaries filed voluntary proceedings under Chapter 11 of the
U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of Texas. This will enable the Company to divest its
assets and wind down the Athenex platform in an orderly fashion,
while seeking to maximize value for its stakeholders. The Company
anticipates concluding the expedited sales process by July 1, 2023,
with the Chapter 11 cases continuing thereafter to resolve claims.
Athenex has also reached an agreement with its secured lenders,
subject to court approval, for the consensual use of cash
collateral, which will enable the Company to, among other things,
satisfy certain obligations to its vendors for authorized goods
received and services rendered after the filing. Athenex Pharma
Solutions ("APS"), which includes the Company's manufacturing
facility in Clarence, New York, is expected to continue its
operations for at least the next 90 days, to provide commercial
supply of tirbanibulin ointment. In addition, APD is continuing to
operate in the ordinary course and fill customer orders with the
ample inventory it has on hand.
Dr. Johnson Lau, Chief Executive Officer of Athenex, on behalf of
the management team and the Athenex Board of Directors, said,
"Throughout our history, we have sought to become a leader in
bringing innovative cancer treatments to the market and improving
patient health outcomes. Our team was successful in bringing
tirbanibulin, through regulatory approvals, to the U.S. market and
a number of EU countries, as well as Taiwan. Unfortunately, our
oral paclitaxel product candidate received a complete response
letter from the U.S. Food and Drug Administration, and this
significant regulatory setback, coupled with challenging biotech
markets and the difficult economic environment, put tremendous
pressure on our ability to continue to fund our businesses.
"Over the past two years, we made considerable progress in
refocusing our business around our promising NKT cell therapy
platform, monetizing non-core assets to improve our balance sheet
and extending our cash runway, paying down $108 million of debt,
and undertaking a comprehensive review of strategic alternatives to
create value for our stakeholders. While we explored every viable
avenue to avoid this outcome, an orderly sales process represents
the best path forward at this time.
"Our goal remains to identify purchasers who will continue
development of the important drug candidates for which we have
established a good foundation, and to bring them to market on
behalf of medical practitioners and, most importantly, for
patients. We are incredibly thankful to our team for their
dedication to Athenex and will look to support our colleagues
through this transition period."
Additional information regarding Athenex's Chapter 11 filing is
available at https://dm.epiq11.com/athenex; by calling the
Company's claims agent, Epiq, at 888-601-3094 (toll-free) or +1
503-433-8501 (international); or by sending an email to
Athenex@epiqglobal.com.
Pachulski Stang Ziehl & Jones LLP is acting as Athenex's legal
counsel. MERU is serving as its financial advisor and Cassel
Salpeter & Co., LLC as its investment banker.
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell therapy
products for the treatment of cancer. The Company's mission is to
become a leader in bringing innovative cancer treatments to the
market and to improve patient health outcomes. In pursuit of this
mission, Athenex leverages years of experience in research and
development, clinical trials, regulatory standards, and
manufacturing. The Company is focused on its innovative Cell
Therapy platform, based on natural killer T ("NKT") cells.
AUDACY CAPITAL: $770M Bank Debt Trades at 43% Discount
------------------------------------------------------
Participations in a syndicated loan under which Audacy Capital Corp
is a borrower were trading in the secondary market around 56.8
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $770 million facility is a Term loan that is scheduled to
mature on November 17, 2024. About $630.5 million of the loan is
withdrawn and outstanding.
Audacy Capital Corp. owns and operates radio stations. The Company
focuses on sports, news, and music and entertainment. Audacy
Capital produces, co-produces, and co-promotes events across
markets, including concerts, multi-day musical festivals, speaker
series, trade shows, and sports-related events.
AUGUST LILLY: Court OKs Interim Cash Collateral Access
------------------------------------------------------
August Lilly, LLC d/b/a Smashburger, sought and obtained entry of
an order from the U.S. Bankruptcy Court for the Northern District
of Florida, Pensacola Division, to use cash collateral on an
interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to pay expenses
including payroll.
The Florida Department of Revenue has frozen approximately $5,986
in the Debtor's prepetition bank account at Hancock Whitney Bank
pursuant to a sales tax garnishment.
The Florida Department of Revenue claims an interest in the cash
collateral pursuant to past due sales taxes.
The U.S. Small Business Administration may claim an interest in the
cash collateral pursuant to a UCC-1 Financing Statement filed on
June 27, 2020.
Smashburger may claim an interest in the cash collateral pursuant
to a UCC-1 Financing Statement filed on May 16, 2022.
Regrub, LLC may claim an interest in the cash collateral pursuant
to a UCC-1 Financing Statement filed on January 29, 2020, but the
Debtor submits that Regrub's UCC-1 does not attach to the Debtor's
bank account.
The names of the other creditors that may claim an interest in the
cash collateral are: 1) True Advance Funding, Inc.; 2) Torro, LLC;
3) White Road Capital LLC, d/b/a GFE Holdings; and 4) Forward
Financing LLC. Upon information and belief, the Remaining Entities
have filed UCC-1 Financing Statements dated March 28, 2022, May 2,
2022, and November 2, 2022. However, the Debtor has not yet been
able to substantiate that the Remaining Entities are the Secured
Parties for which the UCC-1s have been filed.
The Debtor believes it owes the Florida Department of Revenue
approximately $57,357, and that the Florida Department of Revenue
has the first position security interest pursuant to the
prepetition sales tax garnishment.
The Debtor and the Florida Department of Revenue have agreed to
payments of $500per month in pre-confirmation adequate protection
payments beginning in May 2023.
The Court said the Debtor may use the cash collateral that the
Florida Department of Revenue has an interest in through the date
of the final hearing on the Motion, conditioned on the Debtor
paying the Florida Department of Revenue $500 per month, with the
first payment being due on May 25, 2023. The Florida Department of
Revenue will have a replacement lien and security interest in the
Debtor's assets to the same extent that the Florida Department of
Revenue held a prepetition security interest or lien in assets
immediately prior to the filing of the petition commencing the
case.
Hancock Whitney Bank is directed to release the garnished funds in
the amount of $5,986 immediately on entry of the Order.
A copy of the motion is available at https://bit.ly/41p6Lht from
PacerMonitor.com.
A copy of the order is available at https://bit.ly/44VpPaa from
PacerMonitor.com.
About August Lilly, LLC
August Lilly, LLC operates a Smashburger quick service restaurant
in Destin, Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30314) on May 5,
2023. In the petition signed by David Gershaw, owner, the Debtor
disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Jerry C. Oldshue Jr oversees the case.
W. Wright III, Esq., at Bruner Wright, P.A., represents the Debtor
as legal counsel.
AVENIR MEMORY: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for Region 14 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Avenir Memory Care @ Fayetteville, LP.
About Avenir Memory Care @ Fayetteville
Avenir Memory Care @ Fayetteville, LP operates a nursing care
facility in Scottsdale, riz. .
Avenir Memory Care @ Fayetteville filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 23-02640) on April 25, 2023, with $10 million to $50
million in both assets and liabilities. Judge Brenda Moody Whinery
presides over the case.
Philip R. Rudd, Esq., at Sacks Tierney, P.A. represents the Debtor
as counsel.
AYRO INC: Posts $5.5 Million Net Loss in First Quarter
------------------------------------------------------
Ayro, Inc. has filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $5.47
million on $113,084 of revenue for the three months ended March 31,
2023, compared to a net loss of $4.57 million on $1.03 million of
revenue for the three months ended March 31, 2022.
As of March 31, 2023, the Company had $49.31 million in total
assets, $2.46 million in total liabilities, and $46.85 million in
total stockholders' equity.
As of March 31, 2023, the Company had $31.99 million in cash, $9.76
million in marketable securities and working capital of $43.72
million. As of Dec. 31, 2022, the Company had $39.1 million in
cash, $9.85 million in marketable securities and working capital of
$49.67 million. The decrease in cash and working capital was
primarily a result of the Company's operating loss. The Company's
sources of cash since inception have been predominately from the
sale of equity and debt.
Ayro said, "Our business is capital-intensive, and future capital
requirements will depend on many factors, including our growth
rate, the timing and extent of spending to support development
efforts, the results of our strategic review, the expansion of our
sales and marketing teams, the timing of new product introductions
and the continuing market acceptance of our products and services.
We are working to control expenses and deploy our capital in the
most efficient manner.
"We are evaluating other options for the strategic deployment of
capital beyond our ongoing strategic initiatives, including
potentially entering other segments of the electric vehicle market.
We anticipate being opportunistic with our capital, and we intend
to explore potential partnerships and acquisitions that could be
synergistic with our competitive stance in the market.
"We are subject to a number of risks similar to those of earlier
stage commercial companies, including dependence on key individuals
and products, the difficulties inherent in the development of a
commercial market, the potential need to obtain additional capital,
and competition from larger companies, other technology companies
and other technologies. Based on the foregoing, management
believes that the existing cash at March 31, 2023, will be
sufficient to fund operations for at least the next twelve months
following the date of this report."
Management Commentary
"We have made significant recent progress with respect to
development of the AYRO Vanish, our low-speed electric vehicle, or
LSEV, with adaptable and reconfigurable payloads that will serve
the arena, campus, and last-mile delivery markets, both indoors and
out," commented AYRO CEO Tom Wittenschlaeger. "We just completed a
series of internal tests on the Vanish and will be entering the
homologation phase this week to obtain the necessary certifications
so that we can begin selling our vehicle in the next 90 days. In
parallel with the homologation phase, we plan to begin Low Rate
Initial Production, or LRIP, by early June to begin building the
first 50 Vanish units that will be used as demo models for our
signed dealers. Following LRIP, we plan to enter full-scale
production, where we will target building nine Vanish units per day
under a single-shift scenario. This pace equates to over 2,000
vehicles per year, although we believe demand could be strong
enough for us to consider moving to a double-shift operation as
fast as practically possible.
"Moving to our distribution strategy, we are pleased with our
results thus far but continue to look for additional dealers and
fleet partners that are excited about the Vanish and our vehicle
roadmap. We are already in discussions with dealers who in the
aggregate operate more locations than the number of Club Car
dealerships that ever sold even a single unit of the Club Car
Current, our legacy vehicle that is now in its sunset phase as we
switch our focus entirely to the Vanish. Negotiations continue
with additional potential dealers in available territories in North
America.
"Perhaps even more exciting than receiving indications of interest
from new, additional dealers is the potential for signing fleet
customers, which typically have numerous storefronts or facilities
in many locations that have the potential to purchase many
multiples of units for re-sale into their own customer bases.
Interest from potential fleet customers was significant at a recent
trade show where the Vanish was on display.
"Those who see the Vanish for the first time are seemingly drawn to
the quality craftsmanship, ergonomics, and assorted potential uses
its reconfigurable payloads offer. Many of these same factors are
what Frost & Sullivan and Red Dot likely recognized as well when
they awarded the Vanish with their respective prominent design
awards. Signing even a few fleet dealers could go a long way to
driving robust demand for our products, and we hope to have some
more news on this front in the near future.
"Revenue in the first quarter was in line with our qualitative
forecast from the last earnings call in late March. The Club Car
Current is in its sunset phase, and we have just a handful of those
finished units in inventory. Our focus is entirely on the Vanish
and bringing it to market, maximizing demand for it, and then
working feverishly to meet that demand. We still plan to introduce
our next products, the people mover called the Valet and the
next-generation golf cart called the Vapor, by year-end.
"Lastly, our cash balance at the end of the first quarter was
nearly $42 million, which we believe to be sufficient to reach
profitability based on our current forecast. Despite ramping
manufacturing and marketing activity as the Vanish heads down the
homestretch of its pre-launch phase, our net loss was approximately
the same as it had been in previous quarters. We continue to
exercise prudence in managing expenses as efficiently as possible.
"As always, we thank our shareholders for their continued support
as well as our employees for their hard work and ingenuity in
getting us this far. We look forward to capitalizing on these very
large opportunities that are within reach," concluded Mr.
Wittenschlaeger.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001086745/000149315223015858/form10-q.htm
About AYRO
Texas-based AYRO, Inc., formerly known as DropCar, Inc. --
http://www.ayro.com-- engineers and manufactures purpose-built
electric vehicles to enable sustainable fleets. AYRO's EVs are an
eco-friendly microdistribution alternative to gasoline vehicles.
Ayro, Inc. reported a net loss of $22.94 million in 2022, a net
loss of $33.08 million in 2021, a a net loss of $10.76 million in
2020, a net loss of $8.66 million in 2019, and a net loss of $18.75
million in 2018.
BADGER FINANCE: S&P Downgrades ICR to 'CCC+', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Badger Finance LLC to 'CCC+' from 'B-'. S&P also lowered its
issue-level rating on its senior secured term loan B to 'CCC+' from
'B-' and the recovery rating remains '3'.
The negative outlook reflects the possibility S&P could lower its
ratings on the company over the next few months if does not address
its upcoming 2024 maturities.
The downgrade reflects the risk around the company's ability to
refinance its upcoming debt maturities amid elevated leverage
levels and tight credit market conditions.
The company's $295 million term loan B matures in September 2024.
If the term loan maturity has not been extended, refinanced, or
repaid with an effective maturity on or after Dec. 28, 2027, its
asset-based lending (ABL) credit facility's maturity springs
forward to June 28, 2024, from Sept. 28, 2027. S&P believes it
could be challenging for the company to extend its maturities on
satisfactory terms, particularly with high leverage amid high
interest rates and a tight credit environment.
The company's operating performance continued deteriorating in the
second half of fiscal 2022 due to inflationary pressures and the
delayed execution of a large customer contract.
Badger's S&P Global Ratings'-adjusted EBITDA declined to about $21
million for the 12-months-ended Dec. 25, 2022, compared with $40
million for the 12-months-ended Dec. 26, 2021. S&P said, "We
estimate the company's S&P Global Ratings'-adjusted leverage
increased to 37x during fiscal 2022 (including our treatment of
preferred shares as debt), compared with about 18x for fiscal 2021.
Excluding the company's preferred shares as debt, we estimate
Badger's leverage increased to over 16x in 2022 from about 8x in
2021."
The company reported 14% year-over-year sales growth during fiscal
2022 but still did not keep up with costs. It implemented three
price increases during the year to offset rising costs for labor,
coffee, freight, packaging, and other materials. Delayed contract
execution and production ramp up for a large customer resulted in
reduced fixed cost absorption and profitability. The company's S&P
Global Ratings'-adjusted EBITDA margin fell to less than 8% during
the fiscal 2022 from about 17% during fiscal 2021. Badger increased
spending on headcount, training, advertising, e-commerce
promotions, travel, and entertainment, and invested in a new
distribution center, ahead of the anticipated production volume
increase.
In the second half of 2022, volumes declined for the company's
Trilliant Food & Nutrition division, which includes private-label
single-serve coffee pods and bagged coffee, because of lower foot
traffic at certain retailers. Performance at the Horseshoe Beverage
division was affected by the new contract execution delay, which
was expected to be closed in early 2022. In 2023, the company has
closed three large new contracts. It began ramping up production
related to those contracts in the first and second quarters of
2023. S&P said, "While we expect profitability will improve from
volume increases, price increases, and moderating inflation, the
annual accrual of at least $12 million in shareholder tax
distributions and 8% paid-in-kind preferred stock dividend will
keep the company's leverage elevated. We forecast S&P Global
Ratings'-adjusted leverage of about 20x in fiscal 2023, including
preferred shares, and about 9x excluding them."
Badger's free operating cash flow turned negative during fiscal
2022 and liquidity is tight.
The company's reported free operating cash use of about $16 million
during for the 12-months-ended Dec. 25, 2022, compared with free
operating cash flow of about $9 million for the same prior year
period. As of Dec. 25, 2022, Badger had negligible cash on hand and
about $38 million drawn on its ABL revolver, leaving it with about
$17 million of borrowing availability. In 2022, it invested heavily
in inventory due to longer supply chain lead times, shortage of
materials, and the anticipated volume pick up. S&P said, "While
lead times have come down, materials shortages have eased, and
commodity inflation has moderated, we anticipate the company will
need to continue to invest in inventory for new contracts.
Moreover, the company suffered a costly business disruption at one
of its production lines in the first quarter of fiscal 2023, though
it anticipates receiving insurance compensation for the related
losses. We believe the company's liquidity will remain tight."
The negative outlook reflects the possibility S&P could lower its
ratings on the company over the next few months if does not address
its upcoming 2024 maturities.
S&P could lower its ratings if:
-- The company is unlikely to refinance its upcoming maturities
before they come current; or
-- Liquidity deteriorates due to higher working capital use or
large tax distributions to shareholders.
S&P could revise the outlook to stable if:
-- The company refinances its upcoming maturities before they
become current or recapitalizes; and
-- Earnings and cash flow generation improves due to new contract
volume ramp up.
ESG credit indicators:E-2, S-2, G-3
S&P said, "Even though founder Mr. Upchurch retains about 40% of
the company's equity and most of the decision-making rights,
governance factors are a moderately negative consideration in our
credit rating analysis of Badger, as it is for most rated entities
majority owned by private equity sponsors. We believe the company's
highly leveraged financial risk profile reflects corporate
decision-making that prioritizes the interests of the financial
sponsor. This also reflects the generally finite holding periods
and a focus on maximizing shareholder returns."
BED BATH & BEYOND: A&G Plans to Auction Hundreds of Leases
----------------------------------------------------------
A&G Real Estate Partners (A&G), in its capacity as real estate
advisor to Bed Bath & Beyond Inc. ("the Company") plans to auction
hundreds of Bed Bath & Beyond and buybuy BABY leases as part of the
Company's Chapter 11 cases, subject to Court approval of bid
procedures.
The omnichannel retailer announced on April 23, 2023, that it and
certain of its subsidiaries filed voluntary petitions for relief
under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the District of New Jersey to implement an
orderly wind down of its businesses, while conducting a limited
marketing and sale process to solicit interest in some or all of
the Company's assets.
Subject to Court approval, New York-based A&G plans to auction Bed
Bath & Beyond and buybuy BABY leases at well-located shopping
centers across the country. A&G and JLL Commercial Real Estate also
plan to market an owned North Carolina data center, as well as
leases for warehouses and distribution centers.
The Bed Bath & Beyond stores, located in 48 states and the District
of Columbia, range in size from 18,000 to 92,000 square feet.
The buybuy BABY stores, located in 37 states, range from 14,000 to
63,000 square feet.
"There are many desirable, strategically located stores with both
high visibility and traffic," said A&G Co-Founder Emilio Amendola.
"Moreover, these leases represent an incredible opportunity for an
array of operators nationwide, due in part to the tremendous
diversity of size ranges in play."
"With limited new construction, acquiring leases at auction is an
efficient way for junior anchor tenants to meet growth goals by
backfilling second-generation space," said A&G Senior Managing
Director Mike Matlat. "We anticipate very strong interest from
national, regional and local players."
"Landlords are among the likeliest bidders for these leases,"
Matlat continued. "They're looking forward to getting vacant spaces
back, either to backfill them with single large-format tenants or
subdivide them and re-lease them to multiple, smaller operators."
"Retailers and other operators across the country have had few
opportunities to acquire attractive leases at auction over the past
few years," noted A&G Senior Managing Director Todd Eyler. "It's
something they have been waiting for, especially the ability to bid
for leases in robust submarkets such as those that have long been
the focus of Bed Bath & Beyond."
The warehouse and data center locations range in size from 189,000
to more than one million square feet and are available in six
states: California, Georgia, Pennsylvania, Nevada, New Jersey, and
Texas.
"Several of these well-located facilities boast below-market,
fixed-rent leases with one or more renewal options," Matlat said.
"They represent a strong opportunity for users or investors who are
eager to capitalize on the existing rent spreads."
The Company-owned data center is located in Claremont, North
Carolina.
For additional details, including anticipated auction deadlines and
remaining lease terms for individual locations, contact Emilio
Amendola, (631) 465-9507, emilio@agrep.com; Mike Matlat, (631)
465-9508, mike@agrep.com; or Todd Eyler, (914) 325-1602,
todd@agrep.com
About Bed Bath & Beyond
Bed Bath & Beyond Inc., together with its subsidiaries, is an
omnichannel retailer selling a wide assortment of merchandise in
the Home, Baby, Beauty & Wellness markets and operates under the
names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face
Values. The Company also operates Decorist, an online interior
design platform that provides personalized home design services.
At its peak, Bed Bath & Beyond operated the largest home furnishing
retailer in the United States with over 970 stores across all 50
states, consistently at the forefront of major home and bath
trends. Operating stores spanning the United States, Canada,
Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from
bed linens to cookware to electric appliances, home organization,
baby care, and more.
Bed Bath & Beyond closed over 430 locations across the United
States and Canada before filing chapter 11 cases, implementing full
scale winddowns of their Canadian business and the Harmon branded
stores.
Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed
Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023,
each filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code to pursue a wind down of operations.
The cases are pending before the Honorable Vincent F. Papalia and
have requested joint administration of the cases under Bankr.
D.N.J. Lead Case No. 23-13359.
Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal
counsel, Lazard Frares & Co. LLC is serving as investment banker,
and AlixPartners LLP is serving as financial advisor. Bed Bath &
Beyond Inc. has retained Hilco Merchant Resources LLC to assist
with inventory sales. Kroll LLC is the claims agent.
BEVERLY COMMUNITY: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Beverly
Community Hospital Association.
The committee members are:
1. Advantis Medical Staffing, LLC
Attn: Todd Simpson, CFO
13155 Noel Rd., Suite 300
Dallas, TX 75240
Telephone: 214-435-6086
Email: tsimpson@advantismed.com
Counsel:
Akerman, LLP
601 West Fifth Street, Suite 300
Los Angeles, CA 90071
Telephone: 213-668-9500
Facsimile: 213-627-6342
Email: evelina.gentry@akerman,com
paul.musser@akerman.co
2. AHMC Healthcare Inc.
Attn: Jonathan Wu, President
55 S. Raymond Avenue, Suite 105
Alhambra, CA 91801
Telephone: 626-289-9004
Facsimile: 626-289-8952
Email: ariel.qi@ahmchealth.com
Counsel:
Maan-Huei Hung
500 E. Main Street, 5th Floor
Alhambra, CA 91801
Telephone: 626-248-3301
Facsimile: 626-248-3303
Email: Maanheui@admchealth.com
3. Axis Spine LLC
Attn: DD Mate, Managing Member
1812 W. Burbank Blvd., #5384
Burbank, CA 91506
Telephone: 323-333-8341
Email: dmate@axisspineco.com
4. Medline Industries, LP
Attn: Shane Reed, Director, AIR Services
3 Lakes Drive
Northfield, IL 60093
Telephone: 847-505-6935
Email: sreed@medline.com
Counsel:
Rob Hirsh
Lowenstein Sandler
1251 Avenue of the Americas
New York, NY 10020
Telephone: 212-419-5837
Email: rhirsh@lowenstein.com
5. Outset Medical
c/o Sara Scheuerlein, Assoc. Gen. Counsel
3052 Orchard Drive
San Jose, CA 95134
Telephone: 808-265-8546
Email: sscheuerlein@outsetmedical.com
Counsel:
Steven T. Gubner
BG Law LLP
21650 Oxnard Street, Suite 500
Woodland Hills, CA 91267
Telephone: 818-827-9118
Email: sgubner@bg.law
6. Sodexo, Inc. and Affiliates
Attn: Amelia Pandolfi
400 Airborne Parkway
Cheektowaga, NY 14225
Telephone: 716-343-4065
Email: amelia.davis@sodexo.com
Counsel:
Jami B. Nimeroff
Two Penn Center, Suite 610
1500 John F Kennedy Blvd.
Philadelphia, PA 19102
Telephone: 267-861-5336
Facsimile: 267-350-9050
Email: jnimeroff@bmnlawyers.com
7. UNAC/UHCP
955 Overland Court, Suite 150
San Dimas, CA 91773
Telephone: 909-451-0566
Facsimile: 909-599-8655
Email: joe.guzynski@unacuhop.org
Counsel:
David E. Ahdoot
Bush Gottlieb
801 North Brand Boulevard, Suite 950
Glendale, CA 91203
Telephone: 818-973-3200
Facsimile: 818-973-3201
Email: dahdoot@bushgottlieb.com
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 Beverly Community Hospital Association
Beverly Community Hospital Association and affiliates operate
general medical and surgical hospitals.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-12359) on April
19, 2023. In the petition signed by its chief executive officer,
Alice Cheng, Beverly Community disclosed $1 million to $10 million
in assets and $100 million to $500 million in liabilities.
Judge Sandra R. Klein oversees the case.
The Debtors tapped Sheppard, Mullin, Richter, and Hampton, LLP as
legal counsel.
BIO365 LLC: Seek to Hire Clark Hill as Bankruptcy Counsel
---------------------------------------------------------
Bio365 LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of California to hire Clark Hill, PLC as its
bankruptcy counsel.
The firm's services include:
(a) providing legal advice with respect to the Debtor's powers
and duties in the management of its assets;
(b) providing legal advice with respect to the Debtor's
obligations to its creditors, equity holders, taxing bodies and
other government agencies;
(c) negotiating with creditors and preparing responses to all
documents filed by creditors;
(d) pursuing confirmation of a Chapter 11 plan and approval of
a disclosure statement;
(e) preparing legal papers and representing the Debtor in
court hearings or proceedings; and
(g) other necessary legal services.
The firm will be paid at these rates:
Kevin H. Morse $615 per hour
Sander Zagzebski $750 per hour
Michell Pacheco $350 per hour
Kelly Webster (Paralegal) $300 per hour
Attorneys $235 - $995 per hour
Paralegals $140 - $350 per hour
Clark Hill received an advance payment retainer from the Debtor in
the amount of $100,000 for bankruptcy-related services.
As disclosed in court filings, Clark Hill is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Kevin H. Morse, Esq.
Clark Hill, PLC
130 E. Randolph Street, Suite 3900
Chicago, ILs 60601
Fax: (312) 517-7593
Tel: (312) 985-5556
Email: kmorse@clarkhill.com
About Bio365 LLC
Bio365, LLC produces biologically activated and nutrient dense
biochar soils for professional cultivation. The company is based in
Santa Rosa, Calif.
Bio365 filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-10180) on
April 12, 2023, with $1 million to $10 million in both assets and
liabilities. Robert Marcus, chief restructuring officer, signed the
petition.
Judge William J. Lafferty oversees the case.
The Debtor tapped Kevin Harvey Morse, Esq., at Clark Hill, PLC as
legal counsel and Kander, LLC as financial advisor. Robert Marcus,
managing director at Kander, LLC, serves as the Debtor's chief
restructuring officer.
BIO365 LLC: Taps Kander as Financial Advisor, Robert Marcus as CRO
------------------------------------------------------------------
Bio365, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of California to hire Kander, LLC as financial
advisor and Robert Marcus, the firm's managing director, as chief
restructuring officer.
The Debtor requires a financial advisor to:
(a) advise and assist in the operation of the Debtor's
business, evaluate and monitor the value of the assets and
liabilities outstanding, and help implement a restructuring and
asset monetization plan to maximize the financial recovery for
creditors and other parties with an economic interest in the
Debtor;
(b) assist the Debtor with any bankruptcy filing, including
but not limited to:
(i) developing forecasts and other information needed to
obtain court approval for the use of cash collateral.
(ii) assisting in conducting bankruptcy-related claims
management and reconciliation processes.
(iii) participating in formulating, developing,
negotiating and implementing a reorganization or liquidation plan.
(iv) assisting in communications and negotiating with
parties involved in the bankruptcy proceedings.
(v) testifying in and preparing for hearings requested
by the court or the Debtor.
Meanwhile, the Debtor requires a CRO to:
(a) oversee the day-to-day operations of the Debtor and
management of the restructuring process;
(b) negotiate, make, execute and deliver documents related to
the restructuring, reorganization or sale of the Debtor or its
assets;
(c) take actions to execute and deliver agreements,
certificates, instruments and other documents, and pay all
expenses, including filing fees.
Kander will charge these hourly fees:
Robert Marcus $495 per hour
Ken Nofziger $495 per hour
Kati Churchill $395 per hour
Natalia Sirju $100 per hour
The firm received the sum of $25,000 as an initial fee.
As disclosed in court filings, Kander is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert Marcus
Kander, LLC
PO Box 26630
Scottsdale, AZ 85255
Phone: (708) 359-9377
Email: rob@kanderllc.com
About Bio365 LLC
Bio365, LLC produces biologically activated and nutrient dense
biochar soils for professional cultivation. The company is based in
Santa Rosa, Calif.
Bio365 filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-10180) on
April 12, 2023, with $1 million to $10 million in both assets and
liabilities. Robert Marcus, chief restructuring officer, signed the
petition.
Judge William J. Lafferty oversees the case.
The Debtor tapped Kevin Harvey Morse, Esq., at Clark Hill, PLC as
legal counsel and Kander, LLC as financial advisor. Robert Marcus,
managing director at Kander, LLC, serves as the Debtor's chief
restructuring officer.
BITTREX INC: Files for Chapter 11 After Shutting US Operations
--------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Bittrex Inc. and several
affiliates went bankrupt after its US operations were shut down at
the end of April in response to a regulatory crackdown.
The bankruptcy, which the company said doesn't impact its non-US
operations, comes less than a month after the US Securities and
Exchange Commission accused the crypto platform of having flouted
securities rules for years.
Bittrex Global will continue operating as normal for customers
outside the US, the company said in a statement.
About Bittrex Inc.
Bittrex is a regulated digital assets exchange platform.
Desolation Holdings and three of its affiliates filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del., Lead Case No. 23-10597) on May 8, 2023. Desolation
Holdings' debtor-affiliates are Bittrex, Inc., Bittrex Malta
Holdings Ltd. and Bittrex Malta Ltd.
At the time of filing, the Debtors estimated consolidated assets
of
$500 million to $1 billion in assets and $500 million to $1
billion
in liabilities.
The Hon. Brendan Linehan Shannon presides over the cases.
Young Conaway Stargatt & Taylor, LLP, is the Debtors' counsel.
Berkeley Research Group, LLC is the Debtors' restructuring advisor.
BLOCKFI INC: Customers Dispute $375-Mil Account Transfer Cutoff
---------------------------------------------------------------
Rick Archer of Law360 reports that a group of BlockFi customers
told a New Jersey bankruptcy judge Monday, May 8, 2023, that $375
million more in cryptocurrency should count as customer property in
the platform's Chapter 11 case because it took eight days to shut
down its customer app after it suspended transactions.
A full-text copy of the article is available at
https://www.law360.com/bankruptcy/articles/1605475/blockfi-customers-dispute-account-transfer-cutoff
About BlockFi Inc.
BlockFi is building a bridge between digital assets and traditional
financial and wealth management products to advance the overall
digital asset ecosystem for individual and institutional
investors.
BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in
its early days had backing from influential Wall Street investors
like Mike Novogratz and, later on, Valar Ventures, a Peter
Thiel-backed venture fund as well as Winklevoss Capital, among
others. BlockFi made waves in 2019 when it began providing
interest-bearing accounts with returns paid in Bitcoin and Ether,
with its program attracting millions of dollars in deposits right
away.
BlockFi grew during the pandemic years and had offices in New York,
New Jersey, Singapore, Poland and Argentina.
BlockFi worked with FTX US after it took an $80 million hit from
the bad debt of crypto hedge fund Three Arrows Capital, which
imploded after the TerraUSD stablecoin wipeout in May 2022.
BlockFi had significant exposure to the companies founded by former
FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a
$400 million credit line from FTX US in an agreement that also gave
FTX the option to acquire BlockFi through a bailout orchestrated by
Bankman-Fried over the summer. BlockFi also had collateralized
loans to Alameda Research, the trading firm co-founded by
Bankman-Fried.
BlockFi is the latest crypto firm to seek bankruptcy amid a
prolonged slump in digital asset prices. Lenders Celsius Network
LLC and Voyager Digital Holdings Inc. also filed for court
protection this year. Kirkland & Ellis is also advising Celsius and
Voyager in their separate Chapter 11 cases.
BlockFi Inc. and eight affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on
Nov. 28, 2022. In the petitions signed by their chief executive
officer, Zachary Prince, the Debtors reported $1 billion to $10
billion in both assets and liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as
general bankruptcy counsels; Walkers (Bermuda) Limited as special
Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley
Research Group, LLC as financial advisor; Moelis & Company as
investment banker; and Street Advisory Group, LLC as strategic and
communications advisor. Kroll Restructuring Administration, LLC is
the notice and claims agent.
BURRELL FARMS: Gets OK to Hire Jones Lang LaSalle as Realtor
------------------------------------------------------------
Burrell Farms and Gardens, LLC received approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Jones Lang LaSalle, Inc. to sell or lease all of its real
properties.
Jones Lang LaSalle will be paid a fee of 6 percent.
As disclosed in court filings, Jones Lang LaSalle is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
Jones Lang LaSalle can be reached through:
Stan Myers
Jones Lang LaSalle, Inc.
6410 Poplar Ave, Suite 350
Memphis, TN 38119
Phone: +1 901 261 2618
Email: Stan.Myers@jll.com
About Burrell Farms and Gardens
Burrell Farms and Gardens, LLC owns a property located at 6263
Highway 54 West, Brownsville, Tenn., which is valued at $10
million.
Burrell Farms and Gardens filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tenn. Case No. 23-21037) on March 1, 2023, with $13.11 million in
assets and $3 million in liabilities. James E. Bailey, III has been
appointed as Subchapter V trustee.
Judge M. Ruthie Hagan oversees the case.
The Debtor is represented by the Law Offices of Toni Campbell
Parker.
CBC RESTAURANT: Court OKs $10.5MM DIP Loan from SSCP Restaurant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
CBC Restaurant Corp. and its debtor-affiliates to continue using
cash collateral and obtain postpetition financing, on a final
basis.
The Debtors obtained senior secured postpetition financing
consisting of a superpriority debtor-in-possession credit facility
pursuant to the terms and conditions of a debtor-in-possession
financing term sheet among the Borrowers, the Guarantors, and SSCP
Restaurant Investors LLC and which consists of a superpriority
priming line of credit and term loan facility with an aggregate
principal amount of up to $10.5 million from the Senior DIP Lender.
Specifically, the Senior DIP Loans consist of (X) A new-money line
of credit in an aggregate principal amount of up to $3.5 million;
and (Y) a term loan "roll up" which will refinance an equivalent
amount of $7 million of Prepetition Obligation under the Credit
Agreement.
On April 6, 2023, pursuant to the terms of the Interim Senior DIP
Order, the Senior DIP Lender caused the entire amount of the Senior
DIP New Money Term Financing ($3.5 million) to be funded to the
Debtors, who confirmed receipt of such funds on that date.
The provision of the Senior DIP Facility by the Senior DIP Lender
is contingent in all respects on the Debtors simultaneously
entering into and procuring a second, junior secured debtor in
possession financing facility from certain individuals, including,
but not limited to, Jay Pandya in the amount of not less than $1.5
million that is subordinate to the Senior DIP Facility, any liens
and claims arising from the Debtors' post-petition use of cash
collateral, and the Prepetition Loan Documents at all relevant
times in all respects.
The Debtors are permitted to borrow money pursuant to the Senior
DIP Loan Documents and request draws under the Senior DIP New Money
Term Financing in accordance with the terms of the Final Senior DIP
Order, the Senior DIP Loan Documents, and the Approved Budget,
which will be subject to Permitted Variances, in an aggregate
principal amount of up to $3.5 million; provided, however, that the
Senior DIP Lender will have no obligation to make loans or advances
except pursuant to the terms and conditions set forth in the order
and in the other Senior DIP Loan Documents.
Subject to the Roll-Up Challenge, the Senior DIP Term Refinancing
is deemed to refinance and repay the Prepetition Obligations in the
amount of the Senior DIP Term Refinancing ($7 million), and the
Senior DIP Term Refinancing constitutes Senior DIP Obligations.
The Senior DIP Facility will mature and be due and payable upon the
earliest to occur of (i) June 15, 2023, (ii) the closing date of
any Section 363 sale for all or substantially all of the Borrower's
assets and the authorization by the Bankruptcy Court to pay the
sale proceeds to the Senior DIP Lender, (iii) the Effective Date of
a plan of reorganization or liquidation filed in the Chapter 11
Cases that is confirmed pursuant to an order entered by the
Bankruptcy Court, and (iv) the date of acceleration of the Senior
DIP Loans.
The Events of Default include:
a. The failure to meet or satisfy any of the following
Milestones:
-- On or before April 3, 2023, the Debtors will have
filed motions seeking approval of: 1) the Senior DIP
Orders and 2) interim and final orders approving the
Junior DIP Facility, which will be in form and
substance acceptable to the Senior DIP Lender in all
respects;
-- On or before April 7, 2023, the Debtors will have
filed in the Bankruptcy Court a motion seeking
approval of bid procedures for the sale of all or
substantially all of the Debtors' assets; and a
hearing will be set for approval of the Bid
Procedures on or before April 19, 2023;
-- Not later than April 6, 2023, the Bankruptcy Court
will have entered: 1) the Interim Senior DIP Order
and 2) the Interim Junior DIP Order and the Interim
DIP Orders will be in full force and effect and will
not have been (A) vacated, reversed, or stayed, or
(B) amended or modified except as otherwise agreed
to in writing by the Senior DIP Lender;
-- Not later than April 19, 2023, the Bankruptcy Court
will have entered an order approving the Bid
Procedures Motion and such Bid Procedures Order will
be in full force and effect and will not have been
(A) vacated, reversed, or stayed, or (B) amended or
modified except as otherwise agreed to in writing by
the Senior DIP Lender;
-- Not later than May 5, 2023, the Bankruptcy Court
will have entered: 1) the Final Senior DIP Order
and 2) the Final Junior DIP Order, and such Final
DIP Orders will be in full force and effect and will
not have been (A) vacated, reversed, or stayed, or
(B) amended or modified except as otherwise agreed
to in writing by the Senior DIP Lender;
-- On or before May 31, 2023, an Auction will have
occurred concerning the sale of all or substantially
all of the Debtors' assets;
-- On or before June 2, 2023, the Bankruptcy Court will
have conducted a hearing to consider approval of the
sale of all or substantially all of the Debtors'
assets; and
-- Not later than June 14, 2023, the asset sale will
have closed.
b. Failure to pay principal or interest on the Senior DIP
Loans or any fees under the Senior DIP Facility when due;
c. Failure of any representation or warranty of any Loan Party
contained in any Senior DIP Loan Document to be true and correct in
all material respects when made;
d. Breach of any covenant;
e. Failure to comply with the Approved Budget;
f. The Senior DIP Lender will cease to have a valid and
perfected first-priority security interest in and lien on any
Senior DIP Collateral (other than upon a release by reason of a
transaction that is permitted under the Senior DIP Credit Agreement
(if such an agreement exists));
g. Any Loan Party will (i) contest the validity or
enforceability of any Senior DIP Loan Document in writing or deny
in writing that it has any further liability thereunder or (ii)
contest the validity or perfection of the liens and security
interests securing the Senior DIP Loans;
h. Any attempt by any Loan Party to invalidate or otherwise
impair the Senior DIP Loans or the liens granted to the Senior DIP
Lender with respect to the Senior DIP Loans; and
i. Gailure by any Debtor to comply in any material respect
with the Interim Senior DIP Order or the Final Senior DIP Order, as
applicable.
Prior to the Petition Date, CBC Restaurant Corp., Corner Bakery
Holding Company (f/k/a IFCB Holding Corporation), a Delaware
corporation, CBC Cardco Inc., and certain subsidiaries of CBC, as
Guarantors, Goldman Sachs Specialty Lending Group, L.P., and the
original lenders entered into the Credit Agreement, dated as of
November 10, 2017, the Pledge and Security Agreement dated November
10, 2017, the Pledge Supplement dated September 30, 2019, and the
Trademark Security Agreement, also dated as of November 10, 2017.
As of February 23, 2023, the Credit Parties were liable to the
Prepetition Lender pursuant to the Prepetition Loan Documents, for
an aggregate principal amount of not less than $42.326 million in
principal and accrued and unpaid interest.
The Pre-Petition Lender will receive adequate protection payments
equal to:
1) the amount of its reasonable professional fees incurred
and
2) interest payments on the Pre-Petition Obligations as
provided therein.
The Senior DIP Loan Documents will provide that the Prepetition
Lender will receive Adequate Protection Liens on all of the
Prepetition Collateral. The Prepetition Lender shall also be
entitled to superpriority administrative expense claims to the
extent of any diminution in the value of its Prepetition
Collateral, including Cash Collateral, with priority in payment
over any and all claims except (i) Senior DIP Obligations and (ii)
the Carve-Out.
Subject to the Carve-Out and the Senior DIP Liens, the extent and
priority of any Adequate Protection Liens granted to the
Prepetition Lender with respect to Postpetition Collateral will be
the same as existed as of the Petition Date with respect to its
Prepetition Collateral. For the avoidance of doubt, the Adequate
Protection Liens will be subject and subordinate to any and all
Permitted Liens to the extent (x) they are valid, perfected and
non-avoidable on the Petition Date; and (y) senior to the
Prepetition Lender's liens in the Collateral. To the extent the
Debtors have any property that is not subject to valid, perfected
liens on the Petition Date, the Adequate Protection Liens will be
first priority automatically perfected security interests in, and
liens on, such unencumbered property, subject to the Carve-Out and
the Senior DIP Liens.
A copy of the order is available at https://bit.ly/44JwO62 from
Kurtzman Carson Consultants, LLC, the claims agent.
About CBC Restaurant
CBC Restaurant Corp. and its affiliates operate and franchise
quick-casual eateries under the name Corner Bakery Cafe.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10245) on Feb. 22,
2023. In the petition signed by its chief executive officer and
chief operating officer, Jignesh Pandya, CBC Restaurant disclosed
$10 million to $50 million in both assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Mette H. Kurth, Esq., at Culhane Meadows PLLC as
legal counsel and Hilco Trading LLC d/b/a Hilco Global as financial
advisor and investment banker. Kurtzman Carson Consultants, LLC is
the Debtors' administrative advisor and claims agent.
On March 20, 2023, Andrew Vara, Acting U.S. Trustee for Regions 3
and 9, appointed an official committee of unsecured creditors in
these Chapter 11 cases. The committee appointed Tucker Ellis, LLP
as lead bankruptcy counsel; Potter Anderson & Corroon, LLP as local
counsel; and Berkeley Research Group, LLC as financial advisor.
CENTURY ALUMINUM: Incurs $38.6 Million Net Loss in First Quarter
----------------------------------------------------------------
Century Aluminum Company has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $38.6 million on $552.4 million of total net sales for the three
months ended March 31, 2023, compared to net income of $17.7
million on $753.6 million on $753.6 million of total net sales for
the three months ended March 31, 2022.
As of March 31, 2023, the Company had $1.40 billion in total
assets, $368.9 million in total current liabilities, $667.8 million
in total noncurrent liabilities, and $362.4 million in total
shareholders' equity.
Century Aluminum said, "We believe that cash provided from
operations and financing activities will be adequate to cover our
operations and business needs over the next twelve months. As of
March 31, 2023, we had cash and cash equivalents of approximately
$30.4 million and unused availability under our revolving credit
facilities of $210.6 million (including $90.0 million under the
Vlissingen Facility Agreement) resulting in a total liquidity
position of approximately $241.0 million."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000949157/000094915723000035/cenx-20230331.htm
About Century Aluminum Company
Chicago, Illinois-based Century Aluminum Company --
http://www.centuryaluminum.com-- is a global producer of primary
aluminum and operates aluminum reduction facilities, or "smelters,"
in the United States and Iceland.
Century Aluminum reported a net loss of $14.1 million in 2022, a
net loss of $167.1 million in 2021, a net loss of $123.3 million in
2020, a net loss of $80.8 million in 2019, and a net loss of $66.2
million in 2018. As of Sept. 30, 2022, the Company had $1.58
billion in total assets, $406.1 million in total current
liabilities, $660.9 million in total noncurrent liabilities, and
$516.6 million in total shareholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of Century
Aluminum Company until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
CHECKERS HOLDINGS: $192M Bank Debt Trades at 40% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Checkers Holdings
Inc is a borrower were trading in the secondary market around 59.8
cents-on-the-dollar during the week ended Friday, May 5, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $192.5 million facility is a Term loan that is scheduled to
mature on June 30, 2024. The amount is fully drawn and
outstanding.
Checkers Holdings, Inc. operates as a holding company. The Company,
through its subsidiaries, provides burgers, chicken wings, hot
dogs, fishes, and beverages. Checkers Holdings serves customers in
the United States.
CHICAGO SOUTH LOOP: Court OKs Cash Collateral Access Thru May 31
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Chicago South Loop Hotel Owner, LLC to
use cash collateral on an interim basis in accordance with the
budget, with a 10% variance, through May 31, 2023.
The Debtor sought to use cash collateral belonging to U.S. Bank
National Association, as Trustee for Morgan Stanley Bank of America
Merrill Lynch Trust 2013-C13, Commercial Mortgage Pass-Through
Certificates, Series 2013-C13 and specially serviced by Rialto
Capital Advisors, LLC as to the Debtor's Real Estate and Business
Assets.
The Debtor is authorized to use cash in its possession and will pay
certain expenses pursuant to the Budget except for any wages to the
Debtor's (or its parent company's) manager or other "insiders" as
the term is defined in the Bankruptcy Code, for the period that is
the earlier of (a) May 31, 2023, or (b) the occurrence of any
default under the Interim Order.
As adequate protection, the Lender will be granted replacement
liens upon the assets in Debtor's possession subsequent to the
filing of the Chapter 11 petition to the extent of the collateral
utilized, subject to verification of the extent and validity of the
liens.
The Debtor is authorized to provide adequate protection to the
Lender in the amount of $41,515 a month, retroactive to the
beginning of the bankruptcy case.
The Lender is further granted as adequate protection for any
diminution in the value of its prepetition collateral and the
proceeds thereof a valid, perfected and enforceable first-priority
security interest in and upon all of the categories and types of
collateral in which it held a security interest and lien as of the
Petition Date, including, without limitation, cash in the
possession of the Debtor or its parent company resulting from any
operations on the Property or at the hotel, and the proceeds
thereof, which Replacement Liens will be in addition to the
security interests of the Lender in the Prepetition Collateral, and
the proceeds thereof, and cash in the Debtor's possession, in the
same order of priority as such security interests existed on the
Petition Date.
The Replacement Liens will be subject and subordinate to the
amounts payable to the United States Trustee pursuant to 28 U.S.C.
section 1930(a).
A status hearing on the matter is set for May 18 at 9:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3LSg1Fj from PacerMonitor.com.
The Debtor projects $295,500 in total receipts and $201,932 in
total operating disbursements for May 2022.
About Chicago South Loop Hotel Owner
Chicago South Loop Hotel Owner, LLC operates public hotels and
motels.
Chicago South Loop Hotel Owner, LLC filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ill. Case No. 23-02595) on Feb. 27, 2023. The petition was signed
by Todd Hansen as manager. At the time of filing, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.
Judge Lashonda A. Hunt presides over the case.
Penelope N. Bach, Esq., at Bach Law Offices, Inc., represents the
Debtor as counsel.
CHRISHULSERSELLSHOMES: Seeks Cash Collateral Access
---------------------------------------------------
ChrisHulserSellsHomes, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Alabama, Northern Division, for authority to
use cash collateral.
The Debtor requires the use of cash collateral to successfully
reorganize ad continue to operate its business.
The creditors that may have an interest in the cash collateral are
Headway Capital, Navitas Credit Corp., and Rapid Finance.
A copy of the Debtor's motion and budget is available at
https://bit.ly/41uInej from PacerMonitor.com.
The Debtor projects total cash paid out, on a weekly basis, as
follows:
$23,563 for the week beginning May 19, 2023;
$11,497 for the week beginning May 26, 2023;
$6,755 for the week beginning June 2, 2023;
$32,211 for the week beginning June 9, 2023;
$21,627 for the week beginning June 16, 2023;
$14,436 for the week beginning June 23, 2023; and
$20,203 for the week beginning June 30, 2023.
About ChrisHulserSellsHomes, Inc.
ChrisHulserSellsHomes, Inc. is an Alabama corporation with its
principal place of business at 1896 Slaughter Road, Suite F,
Madison, AL 35758. ChrisHulserSellsHomes provides real estate
brokerage services in the North Alabama area.
ChrisHulserSellsHomes sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80858-CRJ11) on
May 10, 2023. In the petition signed by Christopher W. Hulser, its
president and owner, the Debtor disclosed up to $50,000 in assets
and up to $1 million in liabilities.
CHRISTMAS TREE SHOPS: $45MM DIP Loan from Eclipse Business OK'd
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Christmas Tree Shops, LLC and affiliates to use cash collateral and
obtain senior secured superpriority postpetition financing, on an
interim basis.
The Debtors obtained a senior secured super-priority asset-based
revolving credit facility on the terms and conditions of the Senior
Secured, Super-Priority Debtor-in-Possession Revolving Credit
Agreement, by and among the Borrowers and the Guarantors, Eclipse
Business Capital LLC, as administrative agent, Eclipse Business
Capital SPV, LLC and ReStore Capital, LLC, as Lenders, in an
aggregate principal amount of $45 million in revolving commitments
available for borrowing by the Borrowers.
The DIP Facility matures on November 5, 2023.
The Debtors are required to comply with theses milestones:
1. Entry of Interim DIP Order acceptable to Required DIP
Lenders on May 9, 2023;
2. Filing of proposed Disclosure Statement and Plan acceptable
to Required DIP Lenders on June 2, 2023;
3. Entry of Final DIP Order acceptable to Required DIP Lenders
on June 2, 2023;
4. Entry of Order approving the Store Closing Motion on June
2, 2023;
5. Entry of Order approving the motion to assume the
Consignment Agreement on a final basis on June 2, 2023;
6. Entry of an Order approving the Disclosure Statement and
solicitation of the Plan on July 7, 2023;
7. Entry of an Order approving extension of the section
365(d)(4) period to 210 days on July 7, 2023;
8. Entry of Confirmation Order acceptable to Required DIP
Lenders on August 16, 2023; and
9. Effective Date of Plan on August 31, 2023.
Christmas Tree Shops, LLC and certain of its affiliates and
"Guarantors", Pathlight, as "Agent", EBC, as the "Revolving Agent",
and each "Lender" from time to time party thereto, were parties to
a Credit Agreement, dated as of November 12, 2020. On February 16,
2023, the obligations under the Original Prepetition Credit
Agreement were restructured and refinanced pursuant to which, among
other things:
(A) the Revolving Agent and Revolving Lenders refinanced all
of the Revolving Obligations pursuant to the terms of the
Prepetition ABL Credit Agreement;
(B) the Loan Parties prepaid the principal amount of the Term
Loans outstanding as of February 16, 2023 with proceeds from the
Middleborough Property Sale in an amount equal to $84.2 million;
and
(C) the Original Prepetition Credit agreement was amended and
restated pursuant to the Eighth Amendment to Credit Agreement, made
effective as of February 16, 2023 by the Prepetition A&R Term Loan
Agreement.
CTS and certain of its affiliates, EBC SPV and ReStore, as lenders,
and EBC, as administrative agent and collateral agent are parties
to the Revolving Credit Agreement, dated as of February 16, 2023.
The Prepetition ABL Credit Agreement provided the Prepetition ABL
Obligors with an asset-based revolving credit facility in a maximum
principal amount of $100 million, subject to a borrowing base, as
set forth in the Prepetition ABL Credit Agreement. As of the
Petition Date, approximately $23.194 million in principal was
outstanding under the Prepetition ABL Facility in the form of
"Revolving Loans", plus an outstanding letter of credit in the
stated amount of $2.1 million, plus interest accrued and accruing
at the rates set forth in the Prepetition ABL Credit Agreement.
The Debtors and Christmas Tree Shops of Massachusetts, LLC, each
"Lender" from time to time party thereto, and Pathlight Capital LP,
as administrative agent and collateral agent, are parties to the
Amended and Restated Credit Agreement, dated as of February 16,
2023. Pursuant to the Prepetition A&R Term Loan Agreement, the
Prepetition Term Loan Secured Parties are indebted to the
Prepetition Term Loan Lenders in respect of senior secured term
loans. As of the Petition Date, not less than $16.071 million in
principal was outstanding under the Prepetition A&R Term Loan
Agreement.
The Debtors have an immediate need to obtain the postpetition
financing and use cash collateral, among other things, permit the
orderly conduct of their affairs and initiatives as contemplated in
the Cases, minimize the disruption of their relationships with
essential constituents as they undertake efforts and activities to
preserve and maximize the value of the assets of the Debtors'
Estates and, in turn, to maximize the recovery to all creditors of
the Estates.
As adequate protection, the DIP Agent for the benefit of itself
adnf other DIP Secured Parties is granted superpriority
administrative expense claim status in respect of all DIP
Obligations.
The DIP Secured Parties are granted valid, enforceable,
non-avoidable, automatically and fully perfected DIP Liens in all
DIP Collateral.
A final hearing on the matter is set for May 31, 2023 at 10 a.m.
A copy of the order is available at https://bit.ly/42OlMun from
PacerMonitor.com.
About Christmas Tree Shops, LLC
Christmas Tree Shops, LLC operates a chain of brick-and-mortar home
goods retail stores that specializes in year-round seasonal goods
at value pricing. CTS stores offer a variety of products including
home decor, bed and bath products, including home decor, bed and
bath products, and seasonal products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del Lead Case No. 23-10576) on May 5,
2023. In the petition signed by Marc Salkovitz, executive chairman,
the Debtor disclosed up to $100 million in assets and up to $500
million in liabilities.
Judge Thomas M. Horan oversees the case.
The Debtors tapped Troutman Pepper Hamilton Sanders LLP and Murphy
& King, Professioa Corporation as legal counsel and Kurtzman Carson
Consultants, LLC as claims agent.
CHRISTMAS TREE SHOPS: Owes Unsecured Creditors $22.5 Million
------------------------------------------------------------
Jennifer Marks of Home Textiles Today reports that more than 60% of
Christmas Tree Shops' top 30 unsecured creditors are merchandise
vendors, supplying the retailer with everything from pillows to
potato chips.
The seasonal decor retailer filed for Chapter 11 bankruptcy
protection on Friday, May 5, 2023 in the U.S. Bankruptcy Court in
the District of Delaware.
Christmas Tree listed its liabilities as between $100 million and
$500 million, with its assets listed between $50 million to $100
million. The estimated number of creditors falls between 200 to
999, according to the filing.
The 82-unit chain plans to close approximately 10 stores and
reportedly plans to emerge from bankruptcy in August 2023.
Within the home textiles world, Christmas Tree Shops is a Top 50
retail, ranking #39 with estimate soft home sales of $167 million
in 2021.
The company's top 30 unsecured creditors include:
* Pedone & Partners DBA Luxe Collective Group: $1.928 million
* Everstar Merchandise Co. Limited: $1.628 million
* Metropolitan Trucking Inc.: $1.148 million
* Pacific Supreme: $1.112 million
* The Commercial Traffic Company/CT Logistics: $1.054 million
* Taizhou Sunny Coast: $1.012 million
* 64 Leona Property Owner: $998K
* Workday Inc.: $916K
* Creative Converting: $848K
* Plus Mark Inc.: $842K
* Mainstream International: $840K
* PeopleReady Inc.: $823K
* Pacific Island Creations: $752K
* Utz Quality Foods: $683K
* Crown Lift Trucks: $628K
* Crown King Ent: $608K
* Samsonico USA: $601K
* Soloray DBA Swibco Inc.: $563K
* FTI Capital Advisors: $561K
* Create A Treat: $533K
* Olde Thompson Inc.: $489K
* Imperial Distributors: $482K
* Sino Agro Enterprise: $476K
* Prestige Patio Co.: $467K
* American Express: $463K
* Pillow Perfect Inc: $445K
* Ningbo Kosda: $422K
* Hostess Brands: $399K
* Zeta Global Corp: $398K
* Cardlytics Inc.: $389K
About Christmas Tree Shops
Christmas Tree Shops is a home-decor retailer that was spun off
from Bed Bath & Beyond in 2020. CTS operates a chain of
brick-and-mortar home goods retail stores that specializes in
year-round seasonal goods at value pricing. CTS stores offer a
variety of products including home decor, bed and bath products,
kitchen and dining products, furniture, food and seasonal
products.
Christmas Tree Shops LLC and four of its affiliates sought Chapter
11 bankruptcy protection (Bankr. D. Del., Lead Case No. 23-10576)
on May 5, 2023. The petitions were signed by Marc Salkovitz as
executive chairman. The Hon. Thomas M. Horan presides over the
Debtors' cases.
Christmas Tree listed $50 million to $100 million in assets and
$100 million to $500 million in liabilities.
Troutman Pepper Hamilton Sanders LLP and Murphy & King, P.C. serves
as bankruptcy counsel to the Debtors. Kurtzman Carson Consultants,
LLC serve as claims and noticing agent to the Debtors.
CII PARENT: Motion to Enforce Automatic Stay Denied
---------------------------------------------------
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware denies the Motion to Enforce the Automatic
Stay filed by Debtor CII Parent, Inc.
Before the Court is CII Parent, Inc.'s Motion to Enforce the
Automatic Stay and Twin Brook Capital Partner LLC's Motion to
Dismiss. Both motions implicate a corporate governance dispute over
the proper boards of CII's non-debtor direct and indirect
subsidiaries.
Prepetition, Community Investors, as borrower representative, and
CII Parent, Inc. and the Indirect Subsidiaries, as borrowers,
certain financial institutions ("Lenders") and Twin Brook Capital
Partner LLC, as Agent, executed that certain Credit Agreement dated
as of May 15, 2019. The Lenders' commitment under the Credit
Agreement included both a revolving loan and a term loan. In
addition to a guarantee of payment and performance of the Loan and
the grant of security interests and/or liens in identified property
as collateral, the Guarantee and Collateral Agreement contains an
immediate and irrevocable grant of voting rights to Twin Brook.
The parties agree that the Debtor's stock in Community Investors is
property of the estate. From there, they disagree. The Debtor
contends that the voting interest attendant to the stock is
property of the estate while Twin Brook contends that, as of the
petition date, it controlled the right to vote the stock.
The Debtor argues that Twin Brook's actions violate subsections
362(a)(3), (4) and (6) of the Code because (i) Twin Brook is
exercising control over property of the estate, (ii) Twin Brook is
blocking Debtor from exercising control over the boards of the
non-debtor companies and thus interfering with property of the
estate and (iii) Twin Brook is refusing to rescind its actions,
which is an act to collect or recover on its claim.
The Debtor argues that Twin Brook is refusing to stop collection
efforts because Twin Brook continues to exercise control over
Debtor's corporate governance rights in Community Investors and the
Indirect Subsidiaries and refuses to reverse its prepetition
actions and return control of corporate governance to Debtor. The
Debtor further argues that Twin Brook is required to take
affirmative action post-bankruptcy "to stop its collection efforts,
dismantle the Twin Brook Board and return control of the operating
subsidiaries to the Debtor."
Twin Brook counters that (i) all of its actions occurred
prepetition and the mere retention of the voting power and refusal
to rescind its prepetition acts are not affirmative acts in
violation of the stay and (ii) Debtor fails to identify a
post-petition act of Twin Brook that blocks Debtor from exercising
control over property of the estate and, in any event, (iii) the
voting rights associated with the stock in Community Investors are
not property of the estate.
While it is fair to say that Twin Brook's Actions were an attempt
to collect or recover on its Loan, the Court finds those actions
happened pre-bankruptcy. The Court points out that pre-bankruptcy,
the Debtor appointed Twin Brook as its attorney-in-fact and proxy
and the Proxy Notice solidified Twin Brook's ability to exercise
the proxy. The Debtor gave away its right to vote the Pledged
Equity, and with it the right to choose the directors of Community
Investors (and the Indirect Subsidiaries). Although Twin Brook
allowed the Debtor to vote the Pledged Equity while it was not in
default, the Proxy Notice, sent pre-bankruptcy, withdrew that
permission.
Upon finding that Twin Brook's actions were taken pre-bankruptcy,
not post-bankruptcy, the Court concludes that the status quo at the
time of the filing of the case is maintained by denying the Motion
to Enforce the Automatic Stay.
The outcome of these disputes turns on interpretation of specific
provisions in the prepetition loan documents. Having reviewed the
documents and entertained argument regarding the meaning of those
provisions and applicable case law, the Court concludes that the
proxies were properly exercised prepetition and that there is no
indication of postpetition lender action violative of the automatic
stay. Since the parties agreed to leave open the Contested Issues,
which include (at least) the equitable estoppel and turnover
arguments, the Court will hold in abeyance its ruling on the Motion
to Dismiss and will instead hold a status conference to discuss
with the parties the appropriate path forward.
A full-text copy of the Opinion dated April 12, 2023, is available
https://tinyurl.com/mr2pbk58 from Leagle.com.
About CII Parent
CII Parent, Inc., a software publisher in Boston, Mass., filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 22-11345) on Dec. 27, 2022, with $50 million top
$100 million in both assets and liabilities. Thomas Radford,
president of CII Parent, signed the petition.
Judge Laurie Selber Silverstein oversees the case.
The Debtor is represented by Glenn Agre Bergman & Fuentes, LLP and
Morris, Nichols, Arsht & Tunnell, LLP.
CITIUS PHARMACEUTICALS: Closes $15M Registered Direct Offering
--------------------------------------------------------------
Citius Pharmaceuticals Inc. announced registered direct offering
with certain healthcare-focused and institutional investors for the
purchase of an aggregate of 12,500,001 shares of its common stock
and accompanying warrants to purchase up to an aggregate of
12,500,001 shares of its common stock, at a purchase price of $1.20
per share and accompanying warrant.
H.C. Wainwright & Co. acted as the exclusive placement agent for
the offering.
The warrants have an exercise price of $1.50 per share, are
exercisable six months from the date of issuance, and will expire
five years from the date of issuance.
The aggregate gross proceeds to the Company from the offering were
approximately $15 million, before deducting the placement agent
fees and other offering expenses payable by the Company. Citius
currently intends to use the net proceeds from the offering for
general corporate purposes, including pre-clinical and clinical
development of its product candidates and working capital and
capital expenditures.
About Citius
Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com-- is a specialty pharmaceutical
company dedicated to the development and commercialization of
critical care products targeting unmet needs with a focus on
anti-infectives, cancer care and unique prescription products.
Citius Pharmaceuticals reported a net loss of $33.64 million for
the year ended Sept. 30, 2022, a net loss of $23.05 million on zero
revenue for the year ended Sept. 30, 2021, a net loss of $17.55
million for the year ended Sept. 30, 2020, a net loss of $15.56
million for the year ended Sept. 30, 2019, a net loss of $12.54
million for the year ended Sept. 30, 2018, and a net loss of $10.38
million for the year ended Sept. 30, 2017. As of Dec. 31, 2022,
the Company had $111.70 million in total assets, $10.67 million in
total liabilities, and $101.03 million in total equity.
CORE SCIENTIFIC: Objects to $4.7-Mil. Admin. Claim of Celsius
-------------------------------------------------------------
Bankrupt data center operator Core Scientific has objected to a
$4.7 million administrative claim filed by bankrupt creditor
Celsius Network, saying the parties are entangled in a complex
contractual dispute regarding data hosting agreements.
On the same day that it filed a proof of claim against Core for
over $300 million, Celsius Mining LLC f/k/a Celsius Core LLC filed
a motion seeking allowance and immediate payment of an alleged
administrative expense claim arising from payments it made under
the Hosting Agreements.
Core asserts that the Celsius Motion should be denied because
Celsius has not satisfied its burden of proving that it is entitled
to an administrative expense claim. Moreover, Celsius's request for
allowance and immediate payment of the Celsius Alleged Admin Claim
ignores that Core has substantial claims against Celsius, which
Core believes exceed the Celsius Alleged Admin Claim.
Even if the Court determines Celsius should have an allowed
administrative claim, Core asserts that the Court should exercise
its discretion to deny immediate payment in light of the Parties'
competing claims, the intertwined nature of those claims, as well
as equitable considerations.
"The Celsius Motion is but one piece of the larger Celsius-Core
dispute. In addition to competing motions filed by the Parties in
the Celsius Bankruptcy, which remain pending, including a motion by
Core for immediate payment of its own administrative expense claim
against Celsius (the “Core Admin Claim”), Core filed a proof of
claim in the Celsius Bankruptcy for its prepetition claims, Celsius
filed proofs of claim in these chapter 11 cases for its prepetition
claims, and Core filed an objection to Celsius’s proof of claim.
These disputed claims all relate to the Hosting Agreements. Adding
to the complexity is the fact that the Hosting Agreements expressly
limit any recovery Celsius may obtain from Core relating to those
agreements to one month’s fee, as well as limiting the types of
any damages that Celsius may recover. The Court will need to
consider how these contractual limitations impact the Parties'
prepetition and postpetition claims against one another," Core said
in court filings.
"Rather than litigating the complex Celsius-Core dispute in
piecemeal fashion, the Debtors submit that the entire dispute,
which arises from the same contract and the same facts, should be
heard together. Resolving the various claims each Party has against
the other simultaneously will avoid unnecessary payments from one
to the other, only for the other to then return the money, with the
potential for additional back and forth transfers if the Parties'
separate administrative expense claims are considered independently
from their prepetition 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.
About Core Scientific
Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S.
publicly-traded Bitcoin mining company in computing power. Core
Scientific, which was formed following a business combination in
July 2021 with blank check company XPDI, is a large-scale operator
of dedicated, purpose-built facilities for digital asset mining
colocation services and a provider of blockchain infrastructure,
software solutions and services. Core mines Bitcoin, Ethereum and
other digital assets for third-party hosting customers and for its
own account at its six fully operational data centers in North
Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core
was formed following a business combination in July 2021 with XPDI,
a blank check company.
In July 2022, one of the Company's largest customers, Celsius
Mining LLC, filed for Chapter 11 bankruptcy in New York. With low
Bitcoin prices depressing mining revenue to a record low, Core
Scientific first warned in October 2022 that it may have to file
for bankruptcy if the company can't find more funding to repay its
debt that amounts to over $1 billion. Core Scientific did not make
payments that came due in late October and early November 2022 with
respect to several of its equipment and other financings, including
its two bridge promissory notes.
Core Scientific and its affiliates filed petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific
had total assets of US$1.4 billion and total liabilities of US$1.3
billion.
Judge David R. Jones oversees the cases.
The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT
Partners, LP as investment banker; and AlixPartners, LLP as
financial advisor. Stretto is the claims agent.
A group of Core Scientific convertible bondholders is working with
restructuring lawyers at Paul Hastings.
B. Riley Commercial Capital, LLC, as administrative agent under the
Replacement DIP facility, is represented by Choate, Hall & Stewart,
LLP.
On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent unsecured creditors in the Debtors'
Chapter 11 cases. The committee tapped Willkie Farr & Gallagher,
LLP as legal counsel, and Ducera Partners, LLC, as investment
banker.
CROWN FINANCE: $650M Bank Debt Trades at 84% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 15.9
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $650 million facility is a Term loan that is scheduled to
mature on September 20, 2026. The amount is fully drawn and
outstanding.
Crown Finance US, Inc. operates as a movie theater.
DALLAS COUNTY WATER AND SEWER AUTHORITY, AL: S&P Cuts ICR to 'BB+'
------------------------------------------------------------------
S&P Global Ratings lowered its rating on Dallas County Water and
Sewer Authority, Ala.'s series 2020 revenue bonds to 'BB+' from
'BBB'.
"The downgrade reflects significant deterioration in liquidity
reserves, which resulted in a debt service coverage covenant
violation in fiscal 2022," says S&P Global Ratings credit analyst
Mallie Lange.
"Management is implementing rate increases to correct for the rate
covenant violations, which we believe could limit future
rate-setting flexibility. Historical financial volatility, with
respect to debt service coverage and liquidity, is inconsistent
with that of higher-rated peers and continues to pressure the
rating," she added.
The outlook is stable.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Social capital
-- Risk management, culture, and oversight
DAWN ACQUISITIONS: $550M Bank Debt Trades at 46% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Dawn Acquisitions
LLC is a borrower were trading in the secondary market around 54.3
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $550 million facility is a Term loan that is scheduled to
mature on December 31, 2025. The amount is fully drawn and
outstanding.
Dawn Acquisitions LLC, doing business as Evoque Data Center
Solutions, provides digital infrastructure and data center
solutions. The Company offers multi-generational infrastructure,
colocation, connectivity, build-to-suit, and cloud engineering
solutions.
DIEBOLD NIXDORF: Extends Exchange Offer Until May 19
----------------------------------------------------
Diebold Nixdorf, Incorporated said it has further extended its
previously announced public exchange offer with respect to the
Company's outstanding 8.50% Senior Notes due 2024 (144A CUSIP:
253651AA1; REG S CUSIP: U25316AA5; Registered CUSIP: 253651AC7).
Under the Exchange Offer, the Company is offering to exchange any
and all of the 2024 Senior Notes for units consisting of (i) new
8.50%/12.50% Senior Secured PIK Toggle Notes due 2026 to be issued
by the Company and (ii) warrants to purchase common shares, par
value $1.25 per share, of the Company.
The Exchange Offer, which was previously scheduled to expire at
5:00 p.m., New York City time, on May 5, 2023, has been extended
until 5:00 p.m., New York City time, on May 19, 2023, unless
earlier terminated or extended by the Company. Any 2024 Senior
Notes tendered may be withdrawn at any time prior to the Expiration
Time, but not thereafter.
Except for the extension of the Expiration Time and Withdrawal
Deadline, all other terms of the Exchange Offer remain unchanged.
In light of ongoing conversations with the Company's lending
partners to address short- and long-term liquidity needs, the
Company's capital structure and deleveraging its balance sheet, the
Company currently believes that it is unlikely that the Exchange
Offer will be consummated. While the Company currently expects
that these conversations are likely to result in a transaction or
other capital structure solution that would not include a
consummation of the Exchange Offer, there is no assurance as to the
outcome of these conversations.
As of 5:00 p.m., New York City time, on May 5, 2023, which was the
previous expiration time for the Exchange Offer, the aggregate
principal amount of the 2024 Senior Notes validly tendered and not
validly withdrawn, as advised by D.F. King & Co., Inc., the
Information and Exchange Agent for the Exchange Offer, was as set
forth in the table below:
Title of Notes to be Tendered: 8.50% Senior Notes due 2024
Outstanding Principal Amount: $72,112,000
Principal Amount Tendered: $10,520,000
Approximate Percentage of Notes Tendered: $14.59%
The terms and conditions of the Exchange Offer are described in the
preliminary prospectus, dated March 27, 2023. The completion of
the Exchange Offer is subject to the conditions described in the
Exchange Offer documents, which include, among others, the
effectiveness of the Registration Statement. The Exchange Offer is
not conditioned upon any minimum amount of 2024 Senior Notes being
tendered. Subject to applicable law, the Company may waive certain
other conditions applicable to the Exchange Offer or extend,
terminate or otherwise amend the Exchange Offer in its sole
discretion.
A registration statement on Form S-4, as amended by Amendment No.1
to the Original Registration Statement, relating to the New
Securities to be issued in the Exchange Offer, has been filed with
the Securities and Exchange Commission but has not yet become
effective. The New Securities being offered in the Exchange Offer
may not be sold nor may offers to exchange be accepted prior to the
time that the Registration Statement related to the Exchange Offer
becomes effective. If and when issued, the New Securities will be
registered under the Securities Act of 1933, as amended.
Holders with questions regarding the terms and conditions of the
Exchange Offer may contact J.P. Morgan Securities LLC, the sole
Dealer Manager for the Exchange Offer, at (866) 834-4666
(toll-free) or (212) 834-4087 (collect). Requests for copies of
the prospectus and related materials may be directed to J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, Attn:
Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717,
or by telephone: 1-866-803-9204 or D.F. King & Co., Inc. at (866)
388-7535 (U.S. toll free), +1(212) 269-5550 (collect), or
diebold@dfking.com (email). You may also contact your broker,
dealer, commercial bank, trust company or other nominee for
assistance concerning the Exchange Offer.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold the 2024 Senior Notes as
to when such intermediary would need to receive instructions from
such Holder in order for that Holder to be able to participate in,
or withdraw their instruction to participate in, the Exchange
Offer, before the deadlines specified herein and in the
Registration Statement. The deadlines set by any such intermediary
and The Depositary Trust Company for the submission and withdrawal
of tender instructions will also be earlier than the relevant
deadlines specified herein and in the Registration Statement.
About Diebold Nixdorf
Diebold Nixdorf, Incorporated -- http://www.DieboldNixdorf.com/--
automates, digitizes and transforms the way people bank and shop.
As a partner to the majority of the world's top 100 financial
institutions and top 25 global retailers, the Company's integrated
solutions connect digital and physical channels conveniently,
securely and efficiently for millions of consumers each day. The
Company has a presence in more than 100 countries with
approximately 21,000 employees worldwide.
Diebold Nixdorf reported a net loss of $585.6 million for the year
ended Dec. 31, 2022, a net loss of $78.1 million for the year ended
Dec. 31, 2021, a net loss of $267.8 million for the year ended Dec.
31, 2020, and a net loss of $344.6 million for the year ended Dec.
31, 2019. As of Dec. 31, 2022, the Company had $3.06 billion in
total assets, $1.60 billion in total current liabilities, $2.58
billion in long-term debt, $245.4 million in long-term liabilities,
and a total deficit of $1.37 billion.
Cleveland, Ohio-based KPMG LLP, the Company's auditor since 1965,
issued a "going concern" qualification in its report dated March
16, 2023, citing that the Company projects that it will not
generate sufficient cash from operations to meet its obligations
as
they become due over the next twelve months. The Company is also
required to raise equity capital to pay any outstanding principal
amount of 8.50% Senior Notes due 2024 in excess of $20 million.
These conditions raise substantial doubt about its ability to
continue as a going concern.
* * *
As reported by the TCR on March 24, 2023, S&P Global Ratings
lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CCC'
from 'CCC+' and placed all of the ratings on CreditWatch with
negative implications. S&P said the negative CreditWatch reflects
the uncertainty around the company's ability to address its
upcoming debt maturities in 2024, the sustainability of its capital
structure over the longer term, and its belief that a debt
restructuring is likely.
DIEBOLD NIXDORF: Falls Short of NYSE Bid Price Requirement
----------------------------------------------------------
Diebold Nixdorf, Incorporated announced it received a notice from
the New York Stock Exchange that it was not in compliance with the
NYSE's continued listing standards because the average closing
price of the Company's common shares was less than $1.00 per share
over a consecutive 30 trading-day period.
The Listing Standard Notice has no immediate impact on the listing
of the Common Shares on the NYSE, subject to the Company's
compliance with the NYSE's other continued listing requirements.
The Company intends to respond to the NYSE within ten business days
of receipt of the Listing Standard Notice affirming its intent to
cure the deficiency, subject to the Company's compliance with the
NYSE's other continued listing requirements. Pursuant to the
NYSE's rules, the Company has a six-month period following receipt
of the Listing Standard Notice to regain compliance with the NYSE's
minimum share price requirement. The Company can regain compliance
with the minimum share price requirement at any time during the
six-month cure period if, on the last trading day of any calendar
month during the cure period or on the last day of the cure period,
the Company has (i) a closing share price of at least $1.00, and
(ii) an average closing share price of at least $1.00 over the 30
trading-day periods ending on the last trading day of that month.
As previously announced, the Company continues to have ongoing
conversations with its lending partners to address short- and
long-term liquidity needs, the Company's capital structure and
deleveraging its balance sheet. While the Company expects these
conversations to bear on its ability to comply with NYSE's
continued listing requirements, the outcome of these conversations
remains uncertain. The receipt of the Listing Standard Notice does
not affect the Company's business, operations or reporting
requirements with the Securities and Exchange Commission.
About Diebold Nixdorf
Diebold Nixdorf, Incorporated -- http://www.DieboldNixdorf.com/--
automates, digitizes and transforms the way people bank and shop.
As a partner to the majority of the world's top 100 financial
institutions and top 25 global retailers, the Company's integrated
solutions connect digital and physical channels conveniently,
securely and efficiently for millions of consumers each day. The
Company has a presence in more than 100 countries with
approximately 21,000 employees worldwide.
Diebold Nixdorf reported a net loss of $585.6 million for the year
ended Dec. 31, 2022, a net loss of $78.1 million for the year ended
Dec. 31, 2021, a net loss of $267.8 million for the year ended Dec.
31, 2020, and a net loss of $344.6 million for the year ended Dec.
31, 2019. As of Dec. 31, 2022, the Company had $3.06 billion in
total assets, $1.60 billion in total current liabilities, $2.58
billion in long-term debt, $245.4 million in long-term liabilities,
and a total deficit of $1.37 billion.
Cleveland, Ohio-based KPMG LLP, the Company's auditor since 1965,
issued a "going concern" qualification in its report dated March
16, 2023, citing that the Company projects that it will not
generate sufficient cash from operations to meet its obligations
as
they become due over the next twelve months. The Company is also
required to raise equity capital to pay any outstanding principal
amount of 8.50% Senior Notes due 2024 in excess of $20 million.
These conditions raise substantial doubt about its ability to
continue as a going concern.
* * *
As reported by the TCR on March 24, 2023, S&P Global Ratings
lowered its issuer credit rating on Diebold Nixdorf Inc. to 'CCC'
from 'CCC+' and placed all of the ratings on CreditWatch with
negative implications. S&P said the negative CreditWatch reflects
the uncertainty around the company's ability to address its
upcoming debt maturities in 2024, the sustainability of its capital
structure over the longer term, and its belief that a debt
restructuring is likely.
DNP EATS: Court OKs Cash Collateral Access Thru Aug 4
-----------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized DNP Eats, LLC to use cash
collateral on an interim basis in accordance with its agreement
with the U.S. Small Business Administration, through August 4,
2023.
As previously reported by the Troubled Company Reporter, the Debtor
and the SBA reached an agreement on the Debtor's consensual use of
the SBA's cash collateral by providing the SBA with adequate
protection. Specifically, the Debtor agreed to pay the SBA $2,575
per month and provide replacement liens on the assets in which the
SBA had a prepetition security interest or lien. The SBA asserts a
$514,679 secured claim.
The Debtor requires the use of cash collateral for the payment of
certain operating expenses of its business.
Pre-petition, on March 11, 2022, the Debtor executed a U.S. Small
Business Administration Note, pursuant to which the Debtor obtained
a $500,000 COVID-19 Economic Injury Disaster Loan. The terms of the
Note require the Debtor to pay principal and interest payments of
$2,575 every month beginning 24 months from the date of the Note
over the 30-year term of the SBA Loan, with a maturity date of
March 11, 2052. The SBA Loan has an annual rate of interest of
3.75% and may be prepaid at any time without notice or penalty. As
of the Petition Date, the amount due on the SBA Loan was $514,679.
As evidenced by a Security Agreement executed on March 11, 2022,
and a valid UCC-1 filing on March 25, 2022 as Filing Number
U220178291736, the SBA Loan is secured by all tangible and
intangible personal property.
A continued hearing on the matter is set for July 27 at 11:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3nZKkBW from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$18,286 for the week ending May 19, 2023;
$18,286 for the week ending May 26, 2023;
$18,286 for the week ending June 2, 2023; and
$18,286 for the week ending June 9, 2023.
About DNP Eats, LLC
DNP Eats, LLC is part of the food service industry. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 23-12093) on April 6, 2023. In the
petition signed by Dan Pham, managing member, the Debtor disclosed
up to $500,000 in assets and up to $10 million in liabilities.
Judge Deborah J. Saltzman oversees the case.
Blake J. Lindemann, Esq., at Lindemann Law, APC, represents the
Debtor as legal counsel.
EAST MISSION 8: Taps Law Offices of Michael Jay Berger as Counsel
-----------------------------------------------------------------
East Mission 8 Investment, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire the
Law Offices of Michael Jay Berger as its bankruptcy counsel.
The Debtor requires legal counsel to:
(a) communicate with creditors;
(b) review the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
(c) advise the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
(d) work to bring the Debtor into full compliance with the
reporting requirements of the Office of the U.S. Trustee;
(e) prepare status reports as required by the court;
(f) respond to any motions filed in the Debtor's bankruptcy
proceeding; and
(g) respond to creditor inquiries;
(h) review proofs of claim filed in the Debtor's bankruptcy
and object to inappropriate claims;
(i) prepare notices of automatic stay in all state court
proceedings in which the Debtor is sued; and
(j) if appropriate, prepare a Chapter 11 plan of
reorganization for the Debtor.
The hourly rates of the firm's attorneys and staff are as follows:
Michael Jay Berger, Esq. $595
Sofya Davtyan, Senior Associate Attorney $545
Carolyn M. Afari, Mid-level Associate Attorney $435
Robert Poteete, Mid-level Associate Attorney $435
Angeline Smirnoff, Associate Attorney $395
Senior Paralegals and Law Clerks $250
Bankruptcy Paralegals $200
The firm received a retainer in the amount of $20,000.
Michael Jay Berger, Esq., the sole owner of the Law Offices of
Michael Jay Berger, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Blvd., 6th Floor
Beverly Hills, CA 90212-2929
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About East Mission 8 Investment
East Mission 8 Investment, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-12240) on April 13, 2023, with up to $50,000 in assets and $1
million to $10 million in liabilities. Mark M. Sharf has been
appointed as Subchapter V trustee.
Judge Deborah J. Saltzman presides over the case.
The Debtor is represented by Michael Jay Berger, Esq., at the Law
Offices of Michael Jay Berger.
ENVISION HEALTHCARE: Prepares for Chapter 11 Filing
---------------------------------------------------
Rachel Butt and Davide Scigliuzzo of Bloomberg News report that
Envision Healthcare Corp., a hospital staffing company owned by KKR
& Co., is preparing a potential bankruptcy filing after crumbling
under the weight of a $7 billion debt load it accumulated as part
of its 2018 buyout, according to people with knowledge of the
matter.
The Nashville, Tennessee-based company could file for Chapter 11
protection over the coming days, said the people, who asked not to
be identified because the deliberations are private. Talks aren’t
final and plans could change. The Wall Street Journal first
reported about the plans.
Representatives for KKR and Envision declined to comment.
Based in Nashville, Tennessee, Envision Healthcare is a healthcare
company and national hospital-based physician group. Founded by
health insurance experts with over 50 years of experience, Envision
Healthcare has quickly become a leader in the development and
implementation of consumer driven healthcare products. These
affordable and comprehensive healthcare plans are the solution to
"managed care", and allow you to structure the benefits the way you
want them at a price you can afford.
EVERNEST HOLDINGS: Creditor Says Plan Not Filed in Good Faith
-------------------------------------------------------------
Creditor Mediterranea (Miami) Condominium Association, Inc.,
objects to confirmation of the Plan of Reorganization filed by
Evernest Holdings, LLC.
Creditor filed its Proof of Claim No. 2-1 on January 24, 2023
providing for a total secured debt due of $34,754.90 based upon
condominium documents and a pre-petition perfected lien for
condominium maintenance and related charges.
On April 6, 2023 Debtor filed its Amended Chapter 11 Plan of
Reorganization which proposes to treat Creditor's secured claim as
wholly unsecured.
Creditor asserts that the Plan is not fair and equitable. Creditor
objects to its proposed treatment under the Plan. Pursuant to
Section 506(a) of the Bankruptcy Code, Creditor's claim is secured
pursuant to the terms of its condominium documents and perfected
lien against the Property, therefore the Plan is not fair and
equitable and cannot be confirmed under Section 1129(b)(2)(A) of
the Bankruptcy Code.
Creditor further asserts that the Plan is not feasible. With the
entry of orders granting relief from stay to Creditors holding
final judgments of foreclosure on two of the Debtor's three parcels
of income property, any financial projections based upon historic
operations are no longer viable and therefore the plan does not
satisfy the requirements of Section 1129(a)(11) of the Bankruptcy
Code.
Creditor claims that the plan is not proposed in good faith. Debtor
has no employees, few or no unsecured Creditors - and will soon be
left with one asset making this essentially a two-party dispute.
Under the following circumstances, this case should either be
converted to Chapter 7 or dismissed.
A full-text copy of the Creditor's objection dated May 9, 2023 is
available at https://bit.ly/41D708I from PacerMonitor.com at no
charge.
Attorney for Creditor Mediterranea (Miami):
Stuart M. Gold, Esq.
SAX, WILLINGER & GOLD
600 S. Andrews Avenue
Suite 401
Fort Lauderdale, FL 33301
(305) 591-1040
E-Mail: sgold@swglawyers.com
About Evernest Holdings
Evernest Holdings, LLC, owns real properties located in Miami-Dade
County, Fla.
Evernest Holdings sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18951) on Nov. 21,
2022. In the petition signed by its manager, Eddrian Burciaga, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Judge Robert A. Mark oversees the case.
Richard Siegmeister, Esq., at Richard Siegmeister, PA, is the
Debtor's legal counsel.
EYECARE PARTNERS: $300M Bank Debt Trades at 28% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Eyecare Partners
LLC is a borrower were trading in the secondary market around 72.4
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $300 million facility is a Term loan that is scheduled to
mature on November 15, 2029. The amount is fully drawn and
outstanding.
EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a
medically focused eye care services provider. EyeCare Partners is
vertically integrated, providing optometry, ophthalmology and
retail products.
GARDA WORLD: Fitch Alters Outlook on 'B+' LongTerm IDR to Negative
------------------------------------------------------------------
Fitch Ratings has affirmed Garda World Security Corporations' (GW)
Issuer Default Rating (IDR) at 'B+' and the senior unsecured notes
at 'B-'/'RR6'. Fitch has also downgraded the senior secured credit
facilities and notes to 'BB'/'RR2' from 'BB+'/'RR1'. The Rating
Outlook has been revised to Negative from Stable.
The Negative Outlook reflects capital deployment policies driving
EBITDA leverage above 6.5x. Fitch-calculated FCF is also expected
to be mildly negative in 2024, but could improve with lower
non-operating cash costs. Fitch forecasts EBITDA interest coverage
to decline to 2.0x before improving in 2025. Persistence of GW's
heavily debt-financed financial policies would likely lead to a
one-notch downgrade while a commitment and demonstrated effort to
deleverage could stabilize the Outlook.
The ratings also reflect its highly-recurring revenue model across
businesses, flexible cost structure and established market
position. The downgrade of senior secured debt reflects the
relatively high utilization of secured financing to pursue
acquisition and recent transaction multiples.
KEY RATING DRIVERS
Negative Rating Outlook: Despite the solid organic revenue growth
and EBITDA margin performance, the company's financial policies
have allowed leverage to drift higher. The revised Negative Outlook
reflects GW's recent history of operating with elevated leverage,
exceeding Fitch's 6.5x rating threshold. This resulted from capital
deployment priorities for a high level of M&A activity in the
context of largely negative FCF generation and a likelihood that GW
will continue to prioritize M&A over deleveraging. All else equal,
Fitch would consider downgrading GW's ratings one notch in the next
12 months-18 months without committed and demonstrated progress in
managing lower leverage.
Leverage Elevated at 7x: Fitch expects EBITDA leverage around
7.2x-7.4x in FY2024 and in the mid-to-high 6.0x range in FY2025,
depending on the level of M&A contributions. The expectation
assumes continually solid operating performance and the usage of
its currently high cash balance and improving FCF profile to
support M&A. EBITDAR leverage is expected to be similar in the
mid-7.0x to high 6.0x range over the next two years.
FCF Potentially Positive: Fitch calculated FCF, which reduces
reported cash from operating activities by capex, cash interest
costs and Fitch's calculation of leases costs, has been
consistently negative over the last four years, in part due to high
extraordinary costs as well as working capital investment to
support high growth and capex initiatives. Fitch forecasts FCF
turning positive in 2025, assuming much of the one-time costs
normalize. Success in turning FCF durably positive would add to
GW's financial flexibility and could better support M&A activity.
Financial Flexibility: Rising interest rates on GW's floating rate
debt will reduce EBITDA coverage by about 0.5x in FY2024 to 2.0x, a
level that is low for the 'B+' rating, even when considering the
expected stability in GW's operating profit. Fitch forecasts an
improvement in coverage over the subsequent two years to the
mid-to-high 2.0x, assuming rates follow the forward curve; however,
SOFR rates sustained at current levels of approximately 5% would
maintain EBITDA coverage in the low-2.0x range. GW had a
comfortable liquidity position at FYE2023, with an undrawn revolver
and CAD403 million of cash.
Recurring Revenue Services: GW's ratings benefit from the stable,
recurring nature of its security and cash management services.
Security services, which make up the largest proportion of revenue,
are fairly insulated against customer activity levels and more
dependent on locations open. Contract lengths can vary, though are
particularly long-dated for government-related customers overseas.
The cash management segment benefits from multi-year contracts,
again with revenues more tied to services stops and monthly fees
instead of monetary value of cash-in-transit. The global balance of
cash in circulation continues to rise, despite proliferation of
non-cash payments methods, and in periods of economic weakness cash
balances tend to grow more quickly.
Good Competitive and Market Position: GW typically holds a top
three position in its geographic markets with particular strength
in Canada. The security services market is fragmented and with low
barriers to entry, though the ability to manage a large workforce
that can service large, multi-location customers has supported GW's
market position. GW's high customer retention rates, reported to be
generally in the mid-90% or higher, indicate a good degree of
market strength.
Consistent Operating Performance: Organic revenue growth has been
consistently positive over the last four years, with the exception
of neutral growth in FY2021, aligning with the pandemic. Adjusted
EBITDA margins have also remained stable and are expected to
modestly improve in FY2024. The results reflect a good demand
environment for GW's services, including share gains in security
services as competitors faced intense staffing challenges, and new
business wins in the cash management side. GW has also shown
pricing strength, which has supported its ability to maintain
margins in the face of rising inflation and incurring elevated
over-time costs.
DERIVATION SUMMARY
Fitch compares GW with cash management peer The Brink's Company
(BCO; BB+/Negative) and other transportation companies such as
Reception Mezzanine Holdings (dba STG Logistics; STG; B+/Stable)
and GFL Environmental (GFL; NR). GW, as well as BCO and GFL benefit
from relatively stable demand fundamentals associated with
recurring revenue bases in security services, cash management and
municipal solid waste management, whereas STG is more susceptible
to variability as an intermodal freight company. GW, BCO, and GFL
pursue an acquisitive growth strategy though BCO's and GFL's FCF
profile are be more supportive. GFL's FCF profile is strengthening
following solid success in integrating numerous M&A transactions
over the last few years. STG is carrying the highest leverage in
the mid-6x to low-7x range while BCO could remain in the low-to-mid
4x range, similar to that of GFL. STG's EBITDAR leverage is
expected to rise to the low-5x range in 2023 with a turn in the
freight cycle.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
Key assumptions of the Fitch Base Case include:
- Revenue growth reaching about 20% in FY2024 before moderating to
the mid-single digits. Growth in the near term is led by completed
M&A, while organic growth is solid in the mid-single digits,
largely reflecting solid pricing strength. Foreign currency impacts
are also favorable to revenue in FY2024;
- Fitch-calculated EBITDA margins improve to 13% in FY2024-2025
from 12% in FY2023 as the company continues to manage cost
inflation and improves over-time costs;
- Extraordinary costs moderate in FY2024 and remain under CAD100
million per year;
- A moderate level of M&A is assumed over the next few years and is
primarily funded with GW's currently high cash balance and cash
flow;
- SOFR in the 4%-5% range through FY2025 followed by 3% levels
thereafter.
RECOVERY ANALYSIS
The recovery analysis assumes that GW would be reorganized as a
going concern in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim.
Fitch estimates a GC EBITDA of CAD650 million, reflecting pro form
adjustments for acquisitions. The GC EBITDA estimate reflects
Fitch's view of a sustainable, post-reorganization EBITDA level,
upon which Fitch bases the enterprise valuation. This estimate
reflects a potential weakening in cash services market and an
increased competitiveness in the security services market. It also
reflects corrective measures taken in reorganization to offset the
adverse conditions that triggered default such as cost-cutting,
contract repricing and industry recovery.
Fitch assumes a GC recovery multiple of 6.0x. The multiple reflects
GW's valuation when BC Partners invested in FY2020 at about 10x
EBITDA, publicly traded peers around 10x and acquisition multiples
ranging from under 5.0x to about 10x across the security services
and cash management space.
Fitch's recovery analysis assumes first-lien debt of USD392 million
(translated to about CAD522 million) under a fully drawn revolver,
CAD2.8 billion to term loan borrowings and CAD749 million of senior
secured notes. The analysis results in a 'RR2' Recovery Rating for
the first-lien debt, corresponding within superior recovery
prospects, and 'RR6' for the CAD2.0 billion of senior unsecured
notes, reflecting poor recovery prospects.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action:
- A change in financial and capital allocation policy that supports
EBITDA leverage sustained below 5.5x;
- Improved cash flow generation supports FCF margin sustained above
the low-single digits.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action:
- Fitch-calculated EBITDA leverage sustained above 6.5x;
- Fitch-calculated EBITDA interest coverage sustained below 2.0x;
- An inability to generate FCF that heightens liquidity and
refinancing risks.
LIQUIDITY AND DEBT STRUCTURE
Comfortable Liquidity: GW's liquidity at FYE 2023 (Jan. 31, 2023)
consisted of CAD418 million of cash and CAD341 million of
availability under its CAD392 million revolving credit facility.
The term loan amortizes at 1% per year and the USD570 million
senior secured notes mature first in 2027. In April 2023, CAD258
million of its revolver commitments were extended to 2028, CAD100
million was extended to 2026 and CAD40 million terminates in
October 2024.
Preferred Shares Assigned 50% EC: Fitch has assigned 50% equity
credit to GW's CAD300 million of preferred stock. Fitch views the
preferred stock as a hybrid instrument as it is issued within the
rated entity by Garda World Security Corp., subordinated to the
senior debt and has a cash-pay cumulative dividend. There are no
event of default or cross-default provisions between the preferred
stock and GW's debt
ISSUER PROFILE
GW is a privately held cash logistics and private security firm
based in Canada. It has a global scale of operations that is
supported by over 120,000 employees.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Garda World
Security
Corporation LT IDR B+ Affirmed B+
senior
unsecured LT B- Affirmed RR6 B-
senior secured LT BB Downgrade RR2 BB+
GAUCHO GROUP: Projects Over $6 Million in Sales in 2023
-------------------------------------------------------
Gaucho Group Holdings, Inc. announced in a letter to stockholders
its revenue projections of more than $6 million in sales in 2023,
with the primary driver being its vineyard estate lots at Algodon
Wine Estates in San Rafael, Mendoza, Argentina. Algodon Wine
Estates has already sold roughly 10% of its total lots, with more
than 450 lots still for sale, worth what the Company anticipates
could be an additional $90 million of potential sales in the coming
years.
In the letter to stockholders, Scott Mathis, founder, chief
executive officer, and Chairman of the Board of Directors of Gaucho
Group Holdings, spoke of Algodon Wine Estates' robust sales of its
vineyard lots, primarily due, the Company believes, to investors
seeking to invest outside the US dollar amid rising interest rates,
inflationary pressure, and other global and geo-political
uncertainties. Algodon Wine Estates offers a tangible investment
opportunity outside the US dollar, with a proven real estate market
in Argentina, known for producing some of the world's best wines.
The estate also provides an idyllic escape from the pressures of
modern life, offering a tranquil retreat where one can unwind and
enjoy the simple pleasures of life, such as incredible food,
outstanding wines, and an abundance of outdoor activities.
The Company also announced that its wine sales are also increasing
via ecommerce channels in the USA and Argentina, as well as direct
to consumer channels in Argentina. One of the main factors that
differentiates Gaucho Holdings' wine brands is the implementation
of the microvinification process for their premium Malbecs and
Malbec blends of Algodon Fine Wines. The Company believes that
producing small batches of unique and high-quality wines positions
Algodon better to stand out in a competitive wine market and create
a loyal following among wine enthusiasts.
Furthermore, Gaucho Holdings' leather goods and accessories brand,
Gaucho - Buenos Aires (gaucho.com), is also experiencing increasing
sales quarter-by-quarter. The Company believes that the brand's
leather goods and accessories are an enticing opportunity due to
its online storefront paired with its brick-and-mortar presence in
Miami's celebrated Design District. Gaucho's unique and authentic
Argentinean style sets it apart from competitors, making it a
potential strong player in the fashion industry. The Company's
goal is to become the LVMH of South America and beyond by becoming
a global luxury goods and experiences company, and it feels Gaucho
balances its portfolio in a unique and exciting way.
"We believe that Argentina is poised for positive change. After
experiencing decades of hyperinflation and rapid peso devaluation,
the country's mood seems to be shifting," said Scott L. Mathis,
founder, chief executive officer, and Chairman of the Board of
Directors of Gaucho Group Holdings. "We are optimistic and
doubling down on our desire to develop more real estate and
acquisitions for cash flow producing properties, which can be
acquired at a fraction of what they cost globally. We do not
expect a parabolic change from a bad economy to greatness, but
rather a move from bad to less than bad, which can have a dramatic
effect on the values and global appetite for Argentine assets. We
do believe, however, that Argentina represents one of the best
contrarian opportunities for investment on the globe today."
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss of $21.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.39 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $18.69 million in total assets, $7.90 million in total
liabilities, and $10.79 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
GLOBAL FOOD: EUR245M Bank Debt Trades at 17% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Global Food
Solutions Sarl is a borrower were trading in the secondary market
around 83.4 cents-on-the-dollar during the week ended Friday, May
12, 2023, according to Bloomberg's Evaluated Pricing service data.
The EUR245 million facility is a Term loan that is scheduled to
mature on February 11, 2028.
Global Food Solutions is a progressive food service partner,
uniquely positioned to create affordable and inspired foods.
GREELEY LAND: Seeks Cash Collateral Access Thru June 30
-------------------------------------------------------
Greeley Land, LLC asks the U.S. Bankruptcy Court for the District
of Colorado for authority to use cash collateral on an interim
basis for the period from May 1 to June 30, 2023.
The Debtor requires the use of cash collateral for the continued
operations of its student housing complex and professional fees in
accordance with the budget, with a 15% variance.
The Debtor understands that Pathfinder 501, LLC objects to the
Debtor's payment of professional fees using cash collateral, but
Pathfinder agrees to the remainder of the line items in the budget,
as reflected in the proposed interim budget. Additionally, the
Debtor is still waiting to hear the amount of the premium for its
insurance for the period running from June 2023 through May 2024.
Pathfinder 501 asserts a senior security interest in all the
Debtor's assets pursuant to a Deed of Trust, Assignment of Rents,
and Security Agreement. The Stipulated Motion for Authority to Use
Cash Collateral from January 1, 2023 Through January 31, 2023
provides more detail on Pathfinder 501's security interest.
Pathfinder Crismon, LLC also asserts an interest in the cash
collateral that is junior to Pathfinder 501's interest pursuant to
a Deed of Trust, Assignment of Rents, and Security Agreement. The
January Cash Collateral Motion provides more detail on Crismon's
security interest.
The Debtor understands that Pathfinder 501 and Crismon both
consider the rents and receipts that the Debtor generates from the
Property to be their cash collateral within the meaning of 11
U.S.C. section 363.
The Debtor submits that payment of the costs associated with its
professional fees is appropriate because (i) Pathfinder is
adequately protected by the value of the Property due to its
oversecured status; and (ii) such fees are necessary and beneficial
for the estate.. The total amount of Pathfinder's secured claims is
$14,700 according to the proofs of claim on file, notwithstanding
that the Debtor scheduled these claims as disputed on its
schedules. The Debtor asserts that its Property is worth $20.3
million. As such, the value of the Property securing Pathfinder's
claims is in excess of those claims, and Pathfinder is adequately
protected. Moreover, because the Property is not declining in
value, the Debtor believes it is entitled to spend the rents and
receipts as it prefers.
A copy of the motion is available at https://bit.ly/42sp9HC from
PacerMonitor.com.
About Greeley Land, LLC
Greeley Land, LLC, an apartment building operator, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 22-14864) on Dec. 13, 2022, listing
$10 million to $50 million in both assets and liabilities.
Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Amalia Y. Sax-Bolder, Esq., at
Brownstein Hyatt Farber Schreck, LLP are the Debtor's bankruptcy
attorneys.
GUARDIAN FUND: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Guardian
Fund, LLC.
The committee members are:
1. Roger and Sherry Iveson
Trustees of the 1982 Iveson Trust
Attn: Roger Iveson
4270 Honeywood Ct.
Reno, NV 89509
Phone: (775) 827-6037
Email: roiveson@icloud.com
2. Kirk and Roberta Johnson
Trustees of The Kiro Family Trust
Attn: Kirk C. Johnson, Esq.
50 West Liberty Street, Suite 600
Reno, NV 89511
Phone: (775) 329-5600
Email: kirk@nvlawyers.com
3. The Amp'd Group, LLC
Attn: Justin Trimble & Lebo Newman
3705 Barron Way
Reno, NV 89511
Phone: (775) 745-3791
Email: lebo@libertyonly.com
Counsel:
Jeff Hartman
Hartman & Hartman
510 West Plumb Lane, Suite B
Reno, NV 89509
Phone: (775) 324-2800
Email: jlh@bankruptcyreno.com
4. Kathy Gibson, Horizon Trust FBO
Attn: Kathryn Ann Gibson
14372 Rain Dr.
New Caney, TX 77357
Phone: (832) 654-0129
Email: kagkag1950@gmail.com
5. Andronico Family Partnership, L.P.
Attn: Paul Andronico
774 Mays Blvd., Suite 10-602
Incline Village, NV 89451
Phone: (415) 297-1602
Email: paul@andronico.com
Counsel:
Amy Tirre
Law Office of Amy N. Tirre, P.C.
3715 Lakeside Drive, Suite A
Reno, NV 89509
Phone: (775) 828-0909
Email: amy@amytirrelaw.com
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 Guardian Fund
The WendellLa and Nancy King Family Trust and several other
creditors represented by Jeffrey L. Hartman filed a Chapter 7
involuntary petition (Bankr. D. Nev. Case No. 23-50117) against
Guardian Fund, LLC, a company in Reno, Nev., on March 17, 2023.
On April 11, 2023, Guardian Fund filed a Chapter 11 voluntary
petition (Bankr. D. Nev. Case No. 23-50233). At the time of the
filing, Guardian Fund reported $10 million to $50 million in assets
and $50 million to $100 million in liabilities.
On April 27, 2023, the Nevada bankruptcy court approved the
stipulation filed in both cases by Guardian Fund and the
petitioning creditors. The order directed the consolidation of the
two cases, with Case No. 23-50177 as the lead case, and set the
Chapter 11 petition date to March 17, 2023.
Judge Natalie M. Cox oversees the case.
Harris Law Practice, LLC serves as the Debtor's legal counsel.
HOLLEY INC: $100M Bank Debt Trades at 13% Discount
--------------------------------------------------
Participations in a syndicated loan under which Holley Inc is a
borrower were trading in the secondary market around 87.0
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $100 million facility is a Delay-Draw Term loan that is
scheduled to mature on November 18, 2028. About $28.8 million of
the loan is withdrawn and outstanding.
Holley Inc. operates as an automobile company. The Company designs,
manufactures, and distributes carburetors, fuel pumps, fuel
injection and nitrous oxide injection systems, superchargers,
exhaust headers, mufflers, ignition components, engine tuners, and
automotive performance plumbing products for car and truck
enthusiasts.
IGN 401 PROPERTIES: Seeks Cash Collateral Access
------------------------------------------------
IGN 401 Properties, Inc. asks the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, for authority to use
the cash collateral of Residential Asset Sub, LLC, Wilmington
Savings Fund Society, FSB, and U.S. Bank National Association and
to set adequate protection payments.
The Debtor requires the use of cash collateral to funds its
day-to-day business operations.
The Debtor's financial difficulties arose shortly after the start
of the COVID-19 pandemic in March 2020, at which time its tenants
started paying rents sporadically or not at all. A moratorium on
evictions handcuffed the Debtor's ability to enforce rental
agreements. As a result, the Debtor was unable to stay current with
its Secured Lenders and defaulted sometime in mid-2021.
Since that time, the Debtor has continued to rent and maintain the
Real Estate and has attempted to negotiate with the Secured Lenders
in an effort to cure the defaults on the loans without success. At
the time of filing, each of the properties was subject to a pending
foreclosure in Cuyahoga County. A sheriff sale was scheduled in one
of the cases, Cuyahoga County Case No. CV-22-963064, for March 27,
2023, which precipitated the filing of the present case.
On December 19, 2019, the Debtor obtained a $129,500 loan from
LendingOne, LLC to refinance 7101-7103 Franklin Blvd., Cleveland,
OH 44102. The loan was subsequently transferred to US Bank, N.A.
The Loan is guaranteed by the Debtor's owner, Mark Bolenski.
To secure its obligation under the US Bank Loan, the Debtor granted
US Bank a mortgage against Franklin Blvd., and an assignment of
leases and rents for rents generated from Franklin Blvd.
On September 19, 2019, the Debtor obtained two loans from
LendingOne, which were subsequently transferred to Residential
Asset Sub, LLC. The Debtor obtained a loan for $92,400 for the
purchase of 3803 Woodway Avenue, Parma, OH 44134 and a loan for the
refinance of 3903 Woodway Avenue, Parma, OH 44135. The RAS Loans
are also guaranteed by Bolenski.
To secure its obligation under the RAS Loan 1, the Debtor granted
RAS a mortgage against 3803 Woodway, and an assignment of leases
and rents for rents generated from 3803 Woodway. To secure its
obligation under the RAS Loan 2, the Debtor granted RAS a mortgage
against 3903 Woodway, and an assignment of leases and rents for
rents generated from 3903 Woodway.
On August 4, 2020, the Debtor obtained a loan from LendingOne, LLC
for the sum of $54,600, for the refinance of 4516 Pearl Road,
Cleveland, OH 44109, which loan was subsequently transferred to
Wilmington Savings Fund Society, FSB. The Loan is guaranteed by
Bolenski.
The Debtor granted Wilmington Savings a mortgage against Pearl Road
and an assignment of leases and rents for rents generated from
Pearl Road.
As to US Bank, the Debtor proposes the following adequate
protection as and for its use of US Bank's cash collateral:
(a) The Debtor will commence making payments to US Bank in the
monthly amount of $697.
(b) Notwithstanding the provisions of 11 U.S.C. section
552(a), and in addition to any security interests preserved by 11
U.S.C. section 552(b), and to the extent the stay or the Debtor's
use, sale, or lease of US Bank's collateral results in a decrease
in the value of US Bank's interest in its Collateral, US Bank will
be granted a postpetition perfected security interest to the same
extent and with the same priority as US Bank held on a prepetition
basis in the Debtor's property. The Replacement Lien will be deemed
to be perfected immediately upon the entry of the Court of an
Interim Order by the Court without the need for filing any further
documentation.
As to RAS, the Debtor proposes the following adequate protection as
and for its use of RAS's Cash Collateral:
(a) The Debtor will commence making payments on the RAS Loans
to RAS in the monthly amounts of $503 and $567, respectively.
(b) Notwithstanding the provisions of 11 U.S.C. section
552(a), and in addition to any security interests preserved by 11
U.S.C. section 552(b), and to the extent the stay or the Debtor's
use, sale, or lease of RAS's collateral results in a decrease in
the value of RAS’s interest in its Collateral, RAS will be
granted a post-petition perfected security interest to the same
extent and with the same priority as RAS held on a prepetition
basis in the Debtor's property). The RAS Replacement Liens will be
deemed to be perfected immediately upon the entry of the Court of
an Interim Order by the Court without the need for filing any
further documentation.
As to Wilmington Savings, the Debtor proposes the following
adequate protection as and for its use of Wilmington Savings' cash
collateral:
(a) The Debtor will commence making payments to Wilmington
Savings in the monthly amount of $327.
(b) Notwithstanding the provisions of 11 U.S.C. section
552(a), and in addition to any security interests preserved by 11
U.S.C. section 552(b), and to the extent the stay or the Debtor's
use, sale, or lease of Wilmington Savings' collateral results in a
decrease in the value of Wilmington Savings' interest in its
Collateral, Wilmington Savings will be granted a post-petition
perfected security interest to the same extent and with the same
priority as Wilmington Savings held on a prepetition basis in the
Debtor's property. The Wilmington Savings Replacement Lien that the
Debtor proposes to grant to Wilmington Savings will be deemed to be
perfected immediately upon the entry of the Court of an Interim
Order by the Court without the need for filing any further
documentation.
The US Bank Replacement Lien, the RAS Replacement Liens and the
Wilmington Savings Replacement Lien will have the same relative
priority as the Pre-petition Liens held by such creditors in the
Debtor's property as of the Petition Date.
A copy of the motion is available at https://bit.ly/3VVlRKE from
PacerMonitor.com.
A copy of the budget is available at https://bit.ly/44RMap9 from
PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$6,806 for May 2023;
$6,106 for June 2023; and
$6,036 for July 2023.
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.
3-50410) 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.
IMA FINANCIAL: Moody's Rates $200MM Senior Secured Term Loan 'B3'
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to a $200
million senior secured term loan being issued by IMA Financial
Group, Inc. (IMA, corporate family B3) following the company's
announcement of the incremental term loan under its existing senior
secured credit agreement. IMA intends to use net proceeds from the
issuance to repay existing revolver borrowings and help fund
acquisitions. The rating outlook for IMA is unchanged at stable.
RATINGS RATIONALE
According to Moody's, IMA's ratings reflect its good regional
presence as a middle market insurance broker offering property and
casualty insurance and employee benefits products and services
mainly in the western and southwestern US. IMA has good
diversification across clients, producers, and insurance carriers
and has expertise in sectors such as real estate, construction, and
energy. The company has generated good organic growth over the past
three years and is focused on building scale and improving adjusted
EBITDA margins. IMA attributes its strong client retention to its
distinct sales and service model. Employee ownership of the company
is a key factor in the company's low producer turnover.
These strengths are offset by IMA's high financial leverage, low
interest coverage, and integration risk associated with
acquisitions. Other challenges include IMA's modest scale relative
to other rated insurance brokers, and its geographic concentration
where the top four states account for a majority of revenue. The
company's acquisition strategy leads to sizable contingent earnout
liabilities, which will consume a portion of free cash flow. Like
other brokers, IMA also faces potential liabilities arising from
errors and omissions in the delivery of professional services.
In May 2023, IMA acquired ECM Solutions, a large independent
insurance agency based in Charlotte, North Carolina, which will
help IMA expand beyond its core western footprint. Giving effect to
the proposed debt issuance, IMA will have pro forma debt-to-EBITDA
in the range of 6.5x-7x, (EBITDA - capex) interest coverage in the
low single digits and free-cash-flow-to-debt in the low single
digits, according to Moody's estimates. These pro forma metrics
reflect Moody's accounting adjustments for operating leases and
run-rate EBITDA from acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to an upgrade of IMA's ratings include: (i)
increased scale and geographic diversification, (ii) debt-to-EBITDA
ratio below 5.5x, (iii) (EBITDA - capex) coverage of interest
consistently exceeding 2.0x, and (iv) free-cash flow-to-debt ratio
exceeding 5%.
Factors that could lead to a ratings downgrade include: (i)
disruptions to existing or newly acquired operations, (ii)
debt-to-EBITDA ratio consistently above 7x, (iii) (EBITDA - capex)
coverage of interest below 1.2x, or (iv) free-cash-flow-to-debt
ratio below 2%.
Moody's has assigned the following rating:
$200 million senior secured term loan maturing in November 2028 at
B3.
The rating outlook for IMA is unchanged at stable.
The principal methodology used in this rating was Insurance Brokers
and Service Companies published in June 2018.
Based in Denver, CO, IMA ranks as the 22nd-largest US insurance
broker based on 2021 revenues, according to Business Insurance. The
company distributes commercial and personal P&C insurance, employee
benefits and retirement products to mid-sized and large businesses
and individuals. In 2022, IMA generated total revenues of $498
million.
INMET MINING: Court OKs $22MM DIP Loan from Black Mountain
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District to Kentucky
authorized Inmet Mining, LLC to use cash collateral and obtain
postpetition financing, on an interim basis.
The Debtor obtained postpetition financing on a priming and senior
secured superpriority basis consisting of:
-- a new money multiple draw senior term loan facility in an
aggregate principal amount of up to $46.2 million, of which (x)
$11.2 million will be available to the Debtor, in a single draw on
the Closing Date; and (y) up to an additional $35 million will be
available to the Debtor, in multiple draws following entry of the
Final Order; and
-- a roll-up facility in an aggregate amount equal to, upon
entry of the Final Order, $40 million of the amounts owing under
prepetition prepayment documents, which in each case, will
automatically be deemed to be substituted and exchanged for DIP
Loans will be exchanged and substituted for, and will be deemed
advanced and rolled-up, on a dollar for dollar basis, into the DIP
Facility and will be considered DIP Loans,
in each case, pursuant to the terms and conditions of the Interim
Order and the Debtor in Possession Secured MultiDraw Term
Promissory Note, among the Debtor and Black Mountain Marketing and
Sales LP, as lender.
Black Mountain Marketing and Sales LP and the Debtor are party to
(1) the Master Coal Purchase and Sale Agreement, dated September
18, 2019, between BMMS and INMET, as amended by, among other
things, the Amendment to Master Coal Purchase and Sale Agreement,
dated as of September 18, 2019, between BMMS and INMET; and (2) the
Coal Marketing Agreement, dated September 18, 2019, between BMMS
and INMET.
BMMS and the Debtor are party to:
(1) the Prepaid Purchase Agreement Confirmation dated as of
September 18, 2019, between BMMS and INMET;
(2) the Purchase and Sale Confirmation dated as of July 31,
2020 between BMMS and INMET;
(3) the Purchase and Sale Confirmation dated as of July 19,
2021 (with trade date of March 29, 2021) between BMMS and INMET;
(4) the Purchase and Sale Confirmation dated as of June 16,
2021 (with trade date of September 23, 2020) between BMMS and
INMET;
(5) the Purchase and Sale Confirmation dated as of October 12,
2021 (with trade date of September 16, 2021) between BMMS and
INMET;
(6) the First Amended and Restated Purchase and Sale
Confirmation dated as of May 17, 2021 between BMMS and INMET; and
(7) the Purchase and Sale Confirmation dated as of April 4,
2022 (with trade date of February 25, 2022) between BMMS and
INMET.
As of the Petition Date, the Debtor was indebted to BMMS in the
aggregate principal amount of not less than $29.754 million plus
any other amounts due and payable under the Prepetition Working
Capital Documents as of prior to the Petition Date.
As of the Petition Date, the Debtor was liable and indebted to the
Prepetition BMMS Secured Parties, in the aggregate principal amount
of not less than $74.689 million plus any other amounts due and
payable under the Prepetition Prepayment Documents as of prior to
the Petition Date.
The Debtor has an immediate need to obtain the DIP Loans and other
financial accommodations and continue to use the Prepetition
Collateral to, among other things:
(i) avoid the liquidation of its estate,
(ii) permit the orderly continuation of the operation of its
businesses,
(iii) maintain business relationships with customers, vendors
and suppliers,
(iv) make payroll, (v) satisfy other working capital, capital
improvement and operational needs,
(vi) pay professional fees and expenses benefitting from the
Carve-Out, and
(vii) pay costs, fees, and expenses associated with or payable
under the DIP Facility, in each case, subject to the terms of the
Interim Order and the DIP Loan Documents.
The Debtor is authorized to borrow and incur all of the DIP
Obligations, up to an aggregate principal amount of $22.2 million
in DIP Loans under the New Money DIP Facility, together with
applicable interest, in each case, subject to the terms and
conditions set forth in the Interim Order and the DIP Loan
Documents.
The DIP Note is amended as follows:
(i) $11 million will be available to the Debtor in multiple
draws following entry of the Second Interim Order and up to $24
million will be available to the Debtor in multiple draws following
entry of the Final Order;
(ii) a condition to the Second Interim Borrowing will be entry
of an order of the Court, in a form and substance acceptable to the
DIP Lender, establishing bidding procedures in connection with the
Sale Motion;
(iii) the Milestones will be amended by (x) extending the
deadline for entry of the Bidding Procedures Order by the Court to
May 10, 2023 and requiring such Bidding Procedures Order to be in
form and substance acceptable to the DIP Lender and (y) extending
the deadline for entry of the Final Order by the Court to May 25,
2023;
(iv) the required liquidity is amended from $2 million to $1
million, and
(v) modifying the definition of "Maturity Date" by replacing
"30" with "41".
As adequate protection, the Prepetition BMMS Secured Parties are
granted a valid, binding, enforceable and automatically perfected
postpetition lien on all DIP Collateral, to the extent of any
Diminution in Value of the Prepetition BMMS Secured Parties'
interests in the Prepetition Collateral. The Adequate Protection
Liens will (x) rank junior to the Carve-Out, the DIP Liens and the
Permitted Prior Senior Liens; and (y) otherwise rank senior to any
and all other liens or security interests in the DIP Collateral.
The Prepetition BMMS Secured Parties are granted allowed
superpriority administrative expense claims, to the extent of any
Diminution in Value of the Prepetition BMMS Secured Parties'
interests in the Prepetition Collateral.
A final hearing on the matter is set for May 24, 2023 at 1 p.m.
A copy of the order is available at https://bit.ly/3nVsWyf from
PacerMonitor.com.
About Inmet Mining
Inmet Mining, LLC is a company in Knoxville, Tenn., which operates
in the coal mining industry.
Inmet Mining sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Ky. Case No. 23-70113) on April 5, 2023, with $50
million to $100 million in assets and $100 million to $500 million
in liabilities. Jeffrey Strobel, chief restructuring officer,
signed the petition.
Judge Gregory R. Schaaf oversees the case.
Jeffrey Phillips, Esq., at Steptoe & Johnson, PLLC is the Debtor's
legal counsel.
INTEGRATED COOLING: Court OKs Final Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida,
Pensacola Division, authorized Integrated Cooling Experts, Inc. to
use cash collateral in accordance with the budget, on a final
basis.
The Debtor is authorized to utilize the cash collateral that United
Refrigeration, Inc. has an interest in through the date of the
final hearing on the Motion, conditioned on the Debtor paying
United $500 per month until confirmation of a Chapter 11 plan.
As adequate protection, United will have a replacement lien and
security interest in the Debtor's assets to the same extent United
held a properly perfected prepetition security interest or lien in
assets immediately prior to the bankruptcy filing.
A copy of the order is available at https://bit.ly/3nMRJoe from
PacerMonitor.com.
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, its
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.
Byron W. Wright III, Esq., at Bruner Wright, P.A., represents the
Debtor as legal counsel.
J.A.R. CONCRETE: Seeks to Hire Griffith Davison as Special Counsel
------------------------------------------------------------------
J.A.R. Concrete, Inc. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ Griffith Davison, P.C.
to handle matters related to its bonded construction projects.
Scott Griffith, Esq., president of Griffith Davison, will bill 650
per hour for his services, and $380 per hour for Erin Fry, Esq.
The retainer fee is $10,000.
As disclosed in court filings, Griffith Davison does not hold any
interest adverse to the Debtor or the estate.
The firm can be reached through:
Scott Griffith, Esq.
Griffith Davison, P.C.
Galleria North Tower I
13737 Noel Road, Suite 850
Dallas, TX 75240
Phone: 972-392-8900
Email: sgriffith@griffithdavison.com
About J.A.R. Concrete
J.A.R. Concrete, Inc., a company in El Paso, Texas, filed its
voluntary petition for Chapter 11 protection (Bankr. W.D. Texas
Case No. 23-30242) on March 14, 2023, with as much as $1 million to
$10 million in both assets and liabilities. Joe A. Rosales, Jr.,
president, director and shareholder of J.A.R. Concrete, signed the
petition.
Judge: H Christopher Mott oversees the case.
E.P. Bud Kirk, Esq., a practicing attorney in El Paso, Texas, and
Griffith Davison, P.C. serve as the Debtor's bankruptcy counsel and
special counsel, respectively.
JLK CONSTRUCTION: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
The U.S. Trustee for Region 13 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of JLK Construction, LLC.
About JLK Construction
JLK Construction, LLC is an excavation services provider in Saint
Joseph, Mo.
JLK Construction sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on Feb. 13,
2023. In the petition signed by its managing member, Jesse L.
Kagarice, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Brian T. Fenimore oversees the case.
The Debtor tapped Colin N. Gotham, Esq., at Evans and Mullinix,
P.A., and Steven R. Fox, Esq., at The Fox Law Corp., Inc., as
bankruptcy attorneys; and Lucove, Say & Co. as accountant.
KAISER GYPSUM: Insurer Takes Ch.11 Asbestos Fight to Supreme Court
------------------------------------------------------------------
Hope Patti of Law360 reports that Truck Insurance Exchange urged
the U.S. Supreme Court to review a Fourth Circuit decision that
declared the insurer wasn't a "party in interest" with standing to
challenge insured Kaiser Gypsum's Chapter 11 reorganization plan,
which established a trust for asbestos injury claims.
As previously reported, the appeals court ruled that the insurance
company, which is potentially on the hook for millions of dollars
in asbestos-related injury claims, never had the right to challenge
Kaiser Gypsum's bankruptcy plan because the plan did not change the
insurer's rights or responsibilities.
Truck Insurance Exchange's rights and obligations were left
untouched by Kaiser Gypsum's Chapter 11 plan, meaning it had no
standing to oppose the plan in bankruptcy court, the US Court of
Appeals for the Fourth Circuit ruled Tuesday, February 13, 2023.
The Fourth Circuit's ruling affirmed federal district and
bankruptcy courts' prior decisions rejecting Truck' efforts to
prevent Kaiser Gypsum's plan.
About Kaiser Gypsum
Kaiser Gypsum Company, Inc.'s principal business consisted of
manufacturing and marketing gypsum plaster, gypsum lath and gypsum
wallboard. It has no current business operations other than
managing its legacy asbestos-related and environmental liabilities.
Kaiser Gypsum has no material tangible assets.
Hanson Permanente Cement, Inc.'s primary business was the
manufacture and sale of Portland cement products. It is a
wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson,
Inc.
HPCI is the direct parent of Kaiser Gypsum as well as non-debtor
Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente
Cement of Guam, Inc., the operating subsidiaries. Non-debtor
Permanente Cement Company, which has no assets or operations, is
also a wholly-owned subsidiary of HPCI.
Kaiser Gypsum and HPCI sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414)
on Sept. 30, 2016. Charles E. McChesney, II, vice president and
secretary, signed the petitions.
The Debtors tapped Rayburn Cooper & Durham P.A. and Jones Day as
their bankruptcy counsel, NERA Economic Consulting as consultant,
and PricewaterhouseCoopers LLP as financial advisor. Cook Law Firm
P.C., K&L Gates LLP and Miller Nash Graham & Dunn LLP serve as
special counsel.
At the time of the bankruptcy filing, the Debtors estimated their
assets and liabilities at $100 million to $500 million.
The U.S. Bankruptcy Administrator for the Western District of North
Carolina appointed an official committee of unsecured creditors.
The creditors' committee hired Blank Rome LLP and Moon Wright &
Houston, PLLC as bankruptcy counsel.
The official committee representing asbestos personal injury
claimants retained Caplin & Drysdale, Chartered as its legal
counsel.
Lawrence Fitzpatrick, the future claimants' representative, tapped
Young Conaway Stargatt & Taylor, LLP as his bankruptcy counsel,
Alexander Ricks PLLC as local counsel, and Ankura Consulting Group,
LLC as claims evaluation consultant.
KARAFIN SCHOOL: Seeks Cash Collateral Access
--------------------------------------------
Karafin School, Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to use cash collateral
and provide adequate protection.
The Debtor requires the use of cash collateral to fund its business
operations, including payment of wages and rent.
Th Debtor's assets are valued at $156,760 and consist of (i) $2,451
in the Debtor's bank accounts, (ii) accounts receivable of
$144,309, and (iii) office furniture valued at $10,000.
The IRS filed tax liens against the Debtor in the Office of the New
York Secretary of State on:
(i) April 16, 2021, in the amount of $129,470 for Form 940 and
Form 941 taxes due for 2020, and
(ii) May 14, 2021, in the amount of $50,267 for Form 941 taxes
for the period ending December 31, 2020.
Pursuant to 26 U.S.C. section 6321, the IRS Liens attach to all
property and rights to property, whether real or personal,
belonging to Debtor. The property subject to the IRS Liens includes
bank accounts, accounts receivables, general intangibles,
furniture, fixtures and equipment, and the proceeds, products,
offsprings, rents, and profits therefrom.
The Debtor has entered into a Stipulation and Order Providing
Adequate Protection and Related Relief with Respect to Secured
Claim of Internal Revenue Service, dated May 1 and 2, 2023, subject
to Court approval.
The IRS Stipulation provides, inter alia, that:
(i) The Debtor has tax liabilities to the IRS in the amount of
$212,535, of which $198,004 is secured by the IRS Liens;
(ii) The IRS consents to the Debtor's use of cash collateral
without the requirement of a budget;
(iii) The Debtor will provide the IRS with adequate protection
for its interest in the cash collateral consisting of (a) monthly
payments in the amount of $4,155 commencing August 18, 2023 and
continuing for a total of 56 months and (b) a valid, enforceable,
fully-perfected, security interest, effective as of the Filing
Date, to the extent of, and as security for any decrease in the
value of the IRS' interest in the cash collateral since the Filing
Date, in, to and upon all existing and hereafter acquired property
of Debtor of any kind or nature, in the same validity, order and
priority as the prepetition IRS Liens, subordinate only to United
States Trustee fees, pursuant to 28 U.S.C. section 1930 and any
interest thereon, and will not extend to estate causes of action
and the proceeds of any recoveries of estate causes of action under
Chapter 5 of the Bankruptcy Code;
(iv) The IRS reserves its right to assert a superpriority claim
pursuant to 11 U.S.C. section 507(b), and Debtor reserves its
defenses to such a claim;
(v) The Debtor will remain current with all post-Filing Date
tax liabilities, timely file all required post-Filing Date tax
returns, file all past due tax returns within 45 days of the entry
of the IRS Stipulation, and timely make all required tax deposits,
and serve notice of all tax deposits on the IRS;
(vi) A "Default" will occur if the Debtor fails to remain
current on its Post-Filing Date tax liabilities and if such Default
is not cured within five business days after written notice to the
Debtor, the Debtor's attorneys, the United States Trustee, and the
Subchapter V Trustee, and any official committee of unsecured
creditors, the Default will serve as an appropriate basis for the
case to be dismissed or converted to Chapter 7 on motion of the
IRS; and
(vii) The Debtor's right to use cash collateral under the IRS
Stipulation will terminate immediately upon the occurrence of any
of the following:
(1) entry of an order converting or dismissing the
Debtor's Chapter 11 case,
(2) entry of an order confirming a Chapter 11 plan in
the Debtor's case,
(3) a Default by the Debtor under the IRS Stipulation
that is not cured within five business days after
written notice,
(4) amendment, supplementation, waiver or modification
of all or a part of the IRS Stipulation without
the IRS having been given at least 72 hours
advance, written notice, of any hearing with
respect thereto, and
(5) the termination of all or substantially all of the
operations of the Debtor.
In April 2022, the Debtor obtained a $90,000 business loan from
Small Business Financial Solutions, LLC. Pursuant to a Business
Loan and Security Agreement, dated April 5, 2022, between the
parties, the loan was secured by a blanket security interest in the
Debtor's assets. The security interest provided for in the Security
Agreement was perfected by the filing of a UCC-1 Financing
Statement, filed on May 26, 2020, in the Office of the New York
Secretary of State. The SBFS Lien is subordinate to the IRS Liens.
As of the Filing Date, the Debtor owed SBFS approximately $107,042.
Based on the value of Debtor's assets as of the Filing Date
($156,760) and the amount of the IRS secured claim ($198,004), the
Debtor asserts SBFS is totally unsecured, has no rights in the
Debtor's cash collateral, and is not entitled to adequate
protection.
A copy of the motion is available at https://bit.ly/41pkhlp from
PacerMonitor.com.
About The Karafin School, Inc.
The Karafin School, Inc. is a special education school in Mount
Kisco, New York. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-22281) on
April 18, 2023. In the petition signed by Renee Donow, president,
the Debtor disclosed $90,000 in total assets and $2,595,369 in
total liabilities.
A. Scott Mandelup, Esq., at Pryor and Mandelup, LLP, represents the
Debtor as legal counsel.
KEYSTONE GAS: Amends RCB Bank Secured Claims Pay Details
--------------------------------------------------------
Keystone Gas Corporation submitted an Amended Disclosure Statement
in support of Plan of Reorganization dated May 9, 2023.
The primary purpose of the Plan is to facilitate the resolution and
treatment of the Debtor's outstanding Claims, Liens and Equity
Interests. The Plan contemplates a number of Restructuring
Transactions, which will provide the basis and consideration for
Claims against the Debtor.
Under the Plan, claims against and Equity Interests in the Debtor
are placed in Classes. Certain Claims, including Priority Claims
and Administrative Claim are not classified and, if not paid prior
to Confirmation, will receive payment in full in Cash on the
distribution date set forth in the Plan.
Class 5 consists of the Secured Claims of RCB Bank. RCB Bank shall
have an Allowed Secured Claim in the amount of $45,165.21 (the "RCB
Allowed Claim"). In full accord, satisfaction, and discharge of the
RCB Allowed Claim, RCB Bank shall be paid Cash in the amount of
$45,165.21 on or before the date that is 30 days after the
Effective Date.
Like in the prior iteration of the Plan, Class 9 consists of all
other Allowed Unsecured Claim not placed in any other Class under
the Plan. Each holder of an Allowed General Unsecured Claim shall
receive in full and final satisfaction of such claim, on or before
the one-year anniversary of the Effective Date, its Pro Rata share
(taking into account the total amount of Allowed Claims in Classes
8 and 9) of the GUC Cash. This Class will receive a distribution of
13% of their allowed claims.
On or before the Effective Date, the Debtor shall effect the
following Restructuring Transactions and execute all agreements,
instruments, and other documents necessary to complete such
transactions in the order:
* On or prior to the Effective Date, Navitas and Southern
Kentucky shall form and capitalize Pipeline ParentCo. The capital
structure of Pipeline ParentCo shall include and require the
following:
-- Navitas shall contribute (i) the Navitas Prepetition Loan,
and (ii) $50,000.00 cash to Pipeline ParentCo in exchange for 50%
of the equity interests in Pipeline ParentCo; and
-- Southern Kentucky shall contribute $150,000.00 cash to the
Pipeline ParentCo in exchange for 50% of the equity interests in
Pipeline ParentCo.
* On or prior to the Effective Date, Navitas and Southern
Kentucky shall form and capitalize ProcessingCo The capital
structure of ProcessingCo shall include and require the following:
-- Navitas shall contribute $300,000.00 cash to ProcessingCo
in exchange for 50% of the equity interests in ProcessingCo; and
-- Southern Kentucky shall contribute (i) the Post-Petition DIP
Loan and (ii) $200,000.00 cash to ProcessingCo in exchange 50% of
the equity interests in ProcessingCo.
* On the Effective Date, Pipeline ParentCo shall purchase the
New Common Shares and the Octagon System in exchange for
forgiveness of the Navitas Prepetition Loan and the
Recapitalization Cash. The Debtor or Reorganized Debtor, as
applicable, is authorized to issue all Plan-related securities and
documents, including, without limitation, the New Common Shares,
without the need for any further corporate, partnership, or limited
liability action.
* ProcessingCo shall purchase the Processing Assets from the
Debtor (the "Sale Transaction") in exchange for forgiveness of the
Post-Petition DIP Loan and the Sale Transaction Cash.
A full-text copy of the Amended Disclosure Statement dated May 9,
2023 is available at https://bit.ly/3M45Mh1 from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Courtney D. Powell, Esq.
SPENCER FANE LLP
9400 N. Broadway Extension, Suite 600
Oklahoma City, OK 73114
Telephone: (405) 844-9900
Facsimile: (405) 844-9958
Email: cpowell@spencerfane.com
- and -
Jason P. Kathman, Esq.
Megan F. Clontz, Esq.
SPENCER FANE LLP
5700 Granite Parkway, Suite 650
Plano, TX 75024
Telephone: (972) 324-0300
Facsimile: (972) 324-0301
Email: jkathman@spencerfane.com
mclontz@spencerfane.com
About Keystone Gas Corporation
Keystone Gas Corporation, a utility service provider in Drumright,
Okla., sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. W.D. Okla. Case No. 22-12088) on Sept. 14, 2022. At
the time of the filing, the Debtor reported $1 million to $10
million in both assets and liabilities.
Judge Sarah A. Hall oversees the case.
The Debtor tapped Spencer Fane, LLP as legal counsel and HBC CPAs &
Advisors as accountant.
KOTAI INVESTMENTS: Taps Michael Jay Berger as Bankruptcy Counsel
----------------------------------------------------------------
Kotai Investments, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire the Law
Offices of Michael Jay Berger as its bankruptcy counsel.
The Debtor requires legal counsel to:
(a) communicate with creditors;
(b) review the Debtor's Chapter 11 bankruptcy petition and all
supporting schedules;
(c) advise the Debtor of its legal rights and obligations in a
bankruptcy proceeding;
(d) work to bring the Debtor into full compliance with
reporting requirements of the Office of the U.S. Trustee;
(e) prepare status reports as required by the court;
(f) respond to any motions filed in the Debtor's bankruptcy
proceeding;
(g) respond to creditor inquiries;
(h) review proofs of claim filed in the Debtor's bankruptcy
and object to inappropriate claims;
(i) prepare notices of automatic stay in all state court
proceedings in which the Debtor is sued; and
(j) if appropriate, prepare a Chapter 11 plan of
reorganization for the Debtor.
The hourly rates of the firm's attorneys and staff are as follows:
Michael Jay Berger, Esq. $595
Sofya Davtyan, Senior Associate Attorney $545
Carolyn M. Afari, Mid-level Associate Attorney $435
Robert Poteete, Mid-level Associate Attorney $435
Angeline Smirnoff, Associate Attorney $395
Senior Paralegals and Law Clerks $250
Bankruptcy Paralegals $200
The firm received a $20,000 retainer.
Michael Jay Berger, Esq., the sole owner of the Law Offices of
Michael Jay Berger, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Blvd., 6th Floor
Beverly Hills, CA 90212-2929
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: michael.berger@bankruptcypower.com
About Kotai Investments
Kotai Investments, Inc. filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Calif. Case No. 23-12242) on April 13, 2023, with $1 million to $10
million in both assets and liabilities. Mark M. Sharf has been
appointed as Subchapter V trustee.
Judge Deborah J. Saltzman oversees the case.
The Debtor is represented by the Law Offices of Michael Jay Berger.
LAKE DISTRICT: Wins Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee,
Western Division, authorized Lake District, LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance.
The Court said the Debtor is permitted to continue to operate and
maintain its property and business in accordance with the Budget
and the Interim Order.
All of the liens and security interests of TIG Romspen US Master
Mortgage LP encumbering the Debtor's cash collateral as of the
petition date will continue to encumber the Debtor's cash
collateral after the petition date with the same validity,
priority, and extent as existed as of the petition date; and
Romspen will have a valid and duly perfected post-petition lien,
pursuant to 11 U.S.C. sections 361, 363, and 552, in all
post-petition cash collateral.
A final hearing on the matter is set for May 18, 2023 at 12 p.m.
A copy of the order is available at https://bit.ly/3M1HUus from
PacerMonitor.com.
About The Lake District LLC
Lake District LLC is a retail and residential development in
Lakeland, Tenn.
Lake District LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21496) on March 24,
2023. In the petition filed by Yehuda Netanel, as manager, the
Debtor listed total assets of $80,244,507 and total liabilities of
$47,247,115.
The case is overseen by Honorable Bankruptcy Judge Jennie D.
Latta.
The Debtor is represented by Michael P. Coury, Esq., at GLANKLER
BROWN PLLC.
LAS VEGAS SANDS: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Las Vegas Sands
Corp. (LVS)to positive from negative. At the same time, S&P
affirmed its 'BB+' issuer credit ratings on LVS and its
subsidiaries, including Sands China Ltd. (SCL), and affirmed all
issue-level ratings.
S&P said, "The positive outlook reflects our expectation that
faster-than-anticipated cash flow recovery in Macao coupled with
healthy Singapore cash flow will support adjusted leverage
improving to about 3x by the end of 2023 (a year earlier than we
previously expected) and possibly below 2.5x in 2024, assuming no
material changes in the company's development spending plans."
A more rapid recovery in Macao's gross gaming revenue should
support faster improvement in LVS' Macao revenue and cash flow and
support more rapid deleveraging.
S&P said, "Following the relaxation of COVID-19 control measures
and travel restrictions, Macao's gaming revenue has been
experiencing a more robust recovery than we previously anticipated.
In the first quarter of 2023, market-wide mass GGR recovered to 67%
of first quarter 2019 levels and VIP recovered to 23% of first
quarter 2019 levels. The recovery outpaced our previous expectation
that mass GGR in the first quarter of 2023 would be roughly 35%-40%
of 2019 levels and would accelerate in the second half of the year
and recover to 60%-70% of 2019 levels in 2023. As a result, we are
revising upward our full-year Macao GGR forecast. We now expect
mass GGR to recover to 75%-85% of 2019 levels this year and to
fully recover in 2024. We assume VIP GGR in 2023 remains at about
20%-25% of 2019 levels.
"In the first quarter of 2023, LVS' revenue recovered to about 55%
of first quarter 2019 levels and EBITDA recovered to about 45%.
While the revenue recovery was modestly lower than our previous
full year forecast of 60%-70%, EBITDA outperformed our full year
expectation because of stronger-than-expected margins. We had
previously assumed full year margins in the 20%-25% range. LVS'
revenue and EBTIDA recovery in the first quarter was hampered
somewhat by staffing challenges that resulted in about 31% of its
total rooms out of service in the first quarter. The company has
been ramping up hiring and training and expects to have 10,700
rooms available on average during the second quarter compared with
7,700 in the first quarter. It expects to have its approximately
12,400 rooms available in the third quarter in time for peak summer
travel season. This, along with our revised Macao GGR, should
support an accelerating revenue and EBITDA recovery for LVS' Macao
portfolio. As a result, we have revised upward our base case
forecast for Sands China and now expect revenue in 2023 to be
75%-85% of 2019 levels and 95%-100% in 2024. We expect Macao
segment margins to be in the low-30% area in 2023 and 32%-35% in
2024. This would result in Macao EBITDA recovering to 60%-70% of
2019 levels. As a result of improved cash flow in Macao, we now
expect LVS' leverage to improve to about 3x in 2023, about a year
earlier than we previously expected, compared with about 4.5x
previously. We believe this level of leverage may represent an
adequate cushion relative to our upgrade threshold to support a
one-notch higher rating and provide the company flexibility to
pursue additional large scale development projects."
Investments under its Macao concession should be manageable given
the expected cash flow recovery.
Under the terms of its new concession granted in December 2022, SCL
agreed to invest about $3.8 billion (approximately 92% non-gaming
focused) through 2032, with an incremental $700 million commitment
if Macao market GGR levels reach $22.5 billion. SCL has indicated
that its investment will be approximately $1.1 billion in operating
expenses and up to $3.4 billion in capital expenditures (capex) and
operating expenses to support nongaming amenities and events. S&P
believes this level of investment will be manageable for SCL as
Macao's GGR is recovering. In addition, we expect that large-scale
capex projects will likely require design planning and government
approvals before beginning. As a result, the company has outlined a
relatively modest investment this year, ramping up to $200
million-$300 million in annual capex over the next few years.
S&P believes the company's financial policy supports the rating and
the company will prioritize restoring credit measures before
resuming any level of dividends.
LVS operated with relatively modest leverage in the years before
the pandemic and entered it with S&P Global Ratings-adjusted net
leverage at 1.8x as of Dec. 31, 2019. The company took steps early
on in the pandemic to preserve its strong liquidity and protect its
balance sheet, including suspending its quarterly dividend program
in the U.S. and not paying a final dividend for 2019 from SCL due
to the COVID-19 pandemic. S&P viewed this as a prudent decision
because it preserved the company's liquidity, which provided it
with financial flexibility to navigate the significant
deterioration in its operating performance in 2020. In addition,
the dividend suspension enabled LVS to continue its ongoing
development projects, particularly in Macao, which we believe will
strengthen its portfolio over the longer term.
S&P said, "We believe LVS will be prudent in its decisions
regarding when to resume paying dividends from SCL and to restart
its U.S. parent dividend program. We do not expect LVS and SCL to
resume paying dividends until there is a sustained and significant
recovery in its cash flow and credit measures. As a result, we have
assumed in our base case that the company does not restart
dividends before 2024 given our forecast for its cash flow recovery
and leverage this year. Before resuming dividends, we believe the
company will focus on significantly reducing leverage and
rebuilding its sizable cash balances, especially in Macao, which
were somewhat depleted as a result of the pandemic. Furthermore, we
believe LVS will prioritize investing in the quality of its asset
base over restarting its dividends until credit measures have
substantially improved."
Development projects, depending on their timing, could slow the
pace of deleveraging .
LVS plans to expand its Singapore integrated resort to add a new
hotel tower, additional group and meeting space, an arena, and
additional retail. The company previously indicated it expected
this expansion would cost $3.3 billion, including $1 billion
already spent in 2019 on the land lease agreement for the
expansion. The company has indicated that the budget and timing of
the MBS expansion are subject to revision based on the impact of
the COVID-19 pandemic and other factors. In addition, it expects
project costs to meaningfully exceed the initial $3.3 billion
estimates, including land, that were made in 2019, due to
inflation, the impact of the COVID-19 pandemic, higher labor and
material costs, and other factors.
In addition, LVS is pursuing a possible large-scale integrated
resort development in Long Island, N.Y. S&P said, "The company has
not publicly outlined its planned investment but we expect it would
likely be a multi-billion dollar project, including a $500 million
license fee. We believe New York is unlikely to award licenses
until 2024 and that construction would occur over several years.
While a larger investment for its Singapore expansion and a
large-scale development in New York could slow the company's
leverage improvement, we believe Macao's cash flow recovery and
continued healthy cash flow in Singapore may allow the company to
build in enough leverage cushion to be able to absorb both of these
developments and stay within our leverage threshold at a one notch
higher 'BBB-' issuer credit rating."
S&P said, "The positive outlook reflects our expectation that
faster-than-anticipated cash flow recovery in Macao coupled with
healthy Singapore cash flow will support adjusted leverage
improving to about 3x by the end of 2023 (a year earlier than we
previously expected) and possibly below 2.5x in 2024, assuming no
material changes in the company's development spending plans.
"We could raise the rating if we expected the company's leverage
would improve under 3x. Although we generally expect LVS to sustain
leverage under 3x based on its financial policy, we would tolerate
a spike up to the high-3x area to fund investments or development
projects, including a potential large scale integrated resort
development in New York, that we believe would strengthen or
preserve its business risk profile. We believe ample cushion and
lower development spending over the next two years could support a
higher rating because it gives the company significant flexibility
to fund future development projects without increasing leverage
above the high-3x area.
"We could revise the outlook to stable if the company's cash flow
recovery stalled or it undertook more material development spending
sooner than we expected such that we no longer expected leverage
could be sustained below 3x. While less likely given our forecast
GGR recovery and the expected improvement in credit measures this
year, we could revise the outlook to negative or lower the ratings
if we expected LVS would sustain our measure of net debt to EBITDA
above 4.5x. This would most likely result from a combination of
significantly weaker-than-expected operating performance in both
Macao and Singapore, as well as financial policy decisions with
respect to capital expenditures, new developments, shareholder
returns, and/or acquisitions that added leverage."
ESG credit indicators: To E-2, S-3, G-2; From E-2, S-4, G-2
S&P said, "Health and safety factors have improved in our view and
are now a moderately negative consideration in our credit analysis.
As a result, we revised our social credit indicator to S-3 from
S-4. China's zero-COVID-19 policy severely depressed LVS' cash flow
in Macao for nearly three years. However, following the relaxation
of those policies earlier this year, visitation to the market and
revenue have been recovering faster than we previously expected. As
a result, we revised upward our Macao gross gaming revenue
forecast. We now expect mass GGR to improve to 75%-85% of 2019
levels this year (from 60%-70% previously) and believe it will
fully recover next year. As a result, LVS' cash flow recovery and
leverage improvement will accelerate. In addition, following the
reopening of Singapore's borders and the relaxation of COVID-19
restrictions last year, improved visitation drove a strong recovery
in revenue and cash flow in that market. Nevertheless, while we
view the pandemic as a rare and extreme disruption that is unlikely
to recur at the same magnitude, health and safety scares are an
ongoing risk factor." In addition to health and safety scares,
increased regulations to address social risks can also periodically
introduce volatility in gaming revenue and profitability. For
instance, concerns over the proliferation of gaming, rapid GGR
growth, and perceived corruption led the Chinese central government
to impose visa restrictions, increase scrutiny on the movement of
money into and out of Macao, and increase enforcement of marketing
restrictions. These types of regulatory changes contributed to a
34% decline in Macao's GGR in 2015, for example. The government's
commitment to diversify revenue can also lead to higher capital
spending to develop non-gaming amenities.
LVS is highly regulated as a gaming operator, and appropriate
governance plays a key role in regulators' licensing decisions.
Compliance with gaming and other regulations and the company's
ability to meet regulators' suitability requirements are critical
to its ability to continue operating in its key markets. LVS could
incur fines or other penalties or face license revocation, in
severe instances, if it failed to comply with required regulations
in its markets.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Health and safety
LBM ACQUISITION: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed LBM Acquisition, LLC's Long-term Issuer
Default Rating (IDR) at 'B' and BCPE Ulysses Intermediate, Inc.'s
(BCPE) Long-Term IDR at 'B-'. In addition, Fitch has affirmed all
of the long-term ratings on LBM's outstanding debt and the holdco
PIK note issued by BCPE. The Rating Outlook is Stable.
LBM's IDR reflects its strong market position within the building
products distribution sector, partially offset by the company's
weaker competitive position and operating margins relative to
higher-rated products manufacturers. LBM's 'B' IDR also reflects
the high cyclicality of its end markets and the sponsor's
aggressive capital allocation strategy. The Stable Rating Outlook
is supported by the company's current low leverage, which provides
sufficient rating headroom amid a continued weak demand environment
in the next 12-18 months.
KEY RATING DRIVERS
Meaningful Rating Headroom Expected to Shrink: LBM has a strong
balance sheet and solid credit metrics, which provide significant
rating headroom relative to the negative rating sensitivities for
its 'B' IDR, including EBITDA leverage above 6.5x and EBITDA
interest coverage below 2.0x. Opco leverage (EBITDA leverage
excluding BCPE PIK notes) was 3.0x at year-end 2022, while EBITDA
interest coverage was 5.7x.
Consolidated leverage (EBITDA leverage including BCPE PIK notes)
was 3.3x at year-end 2022. Fitch expects opco leverage will settle
between 5.0x-5.5x and consolidated leverage will sustain between
5.5x-6.0x in 2023 and 2024. Fitch forecasts EBITDA interest
coverage to be between 2.5x-3.5x during the next few years. These
credit metrics support LBM's and BCPE's 'B'/'B-' IDRs.
Weaker Operating Environment: Fitch forecasts a weaker demand
environment in the next 12-18 months as new residential
construction and repair and remodel (R&R) activity are projected to
decline amid an uncertain economic backdrop and continued housing
affordability issues. Fitch's rating case forecast assumes that
comparable sales volume declines 12%-14% in 2023 and for lumber
prices to settle at an average range of $400-$450 per thousand
board feet, leading to revenues falling 28%-30% this year
(including the effect of its recently completed acquisitions and
divestitures).
Fitch's forecast assumes organic revenues fall low-single-digits in
2024 due to continued weakness in new residential construction
through at least the first half of 2024.
Relatively Low EBITDA Margins: Fitch expects EBITDA margins will be
meaningfully lower in 2023 and 2024, but will be higher compared to
pre-pandemic levels, driven by stronger operating leverage and
earnings synergies from acquisitions completed in 2021-2022. Fitch
expects EBITDA margins will settle between 8%-9% in the next few
years. Fitch-adjusted EBITDA margins were unsustainably high in
2021 and 2022 due to strong operating leverage from higher selling
prices, particularly elevated lumber prices. EBITDA margins were
10.1% in 2021 and 13.2% in 2022, compared with 6.5%-7.5% in 2019
and 2020.
LBM's profitability metrics are commensurate with a 'B'-category
building products issuer and are roughly in line with large
distributor peers. The company's highly variable cost structure and
ability to wind down working capital should help preserve positive
FCF and liquidity through a modest construction downturn, but
material declines in EBITDA margins could lead to unsustainable
long-term leverage levels.
Aggressive Capital Allocation Strategy: Fitch expects ownership
under Bain Capital to manage LBM's balance sheet aggressively
through further debt-financed M&A activity. Fitch believes
ownership has a high leverage tolerance as evidenced by the high
leverage multiple at the close of the acquisition in December 2020
and its willingness to issue holdco PIK notes for shareholder
remuneration shortly after the completion of the acquisition. LBM
completed $2.1 billion in acquisitions in 2021, which were financed
via $1.9 billion in debt issuance and $200 million of cash on
hand.
The company completed $609 million in acquisitions in 2022 and also
paid out a $650 million dividend to Bain, which was funded with FCF
and $300 million of incremental debt. Fitch expects the company to
continue to consolidate the building products distribution sector
during the rating horizon, which will increase debt. Fitch's rating
case forecast does not assume dividend payments during the forecast
period.
Competitive Position: LBM has strengthened its competitive position
in the pro building products sector over the past several years.
Fitch estimates LBM is the third largest pro building products
distributor in the U.S. by total revenues. Fitch believes the
company's growth and synergy realization with its portfolio of
acquired companies will allow it to maintain structurally higher
margins compared to when first purchased by Bain in 2020. The
company's competitive position is weaker than investment-grade
building product manufacturer peers, due to the highly fragmented
nature of the distribution industry and the company's exposure to
commoditized product offerings.
Broad Product Offering: LBM offers a comprehensive suite of
products for homebuilders and other construction professionals,
including structural, interior and exterior products. LBM also
offers installation services and light manufacturing capacity,
enabling the company to be a one-stop shop for residential and
commercial construction needs. This product breadth enhances
customer relationships, provides some competitive advantage over
smaller distributors and diversifies the company's supplier base.
About a third of the company's sales in 2022 were generated from
wood products, which can cause revenue and gross margin volatility
due to their sensitivity to lumber prices.
Highly Cyclical End Markets: The majority of LBM's sales are
directed to highly cyclical end markets and its substantial
exposure to new construction weighs negatively on the credit
profile compared with other building products suppliers with more
stable end-market exposure. The company estimates that about 73% of
2022 sales were to new home construction, while 14% were directed
to commercial new construction and other end markets.
The remaining 13% of sales are exposed to the residential and
commercial repair and remodel end markets, which Fitch views as
less cyclical than new construction activity. Fitch expects the
company's high exposure to the new residential construction market
and lumber sales to result in more volatile earnings and credit
metrics.
DERIVATION SUMMARY
LBM's overall scale is a credit strength relative to other 'B'
category building products peers, such as Park River Holdings, Inc.
(B/Negative) and Chariot Buyer LLC (dba Chamberlain Group;
B-/Stable). LBM has generally weaker profitability metrics but
lower leverage metrics than these peers. LBM has higher exposure to
the more cyclical new construction market relative to these peers.
Overall financial flexibility among these peers is comparable, with
no material debt maturities in the near- to intermediate-term.
Fitch applies its "Parent and Subsidiary Linkage Rating Criteria"
to derive the IDRs for LBM and BCPE. Fitch considers LBM's credit
profile stronger than parent (BCPE) due to LBM's unrestricted
access to operating cash flows, compared to BCPE's qualified access
to cash flows through permitted upstreaming of dividends from LBM
to BCPE. These are the only cash flows supporting BCPE's capacity
to service or repay its debt.
Following the 'Stronger Subsidiary Path', Fitch determines that
legal ring fencing is porous, due to covenants on LBM's relatively
short-dated debt, which could restrict cash flows between the
entities. Fitch also considers 'Access & Control' as porous, as LBM
manages most of its funding needs. This consideration is partially
offset by BCPE's full indirect ownership of LBM.
Fitch views the group's consolidated credit profile as a 'B' risk.
Fitch also considers LBM's standalone credit profile (SCP) a 'B'
IDR, as both opco leverage and consolidated leverage are
commensurate with this rating level. LBM's IDR is capped at its 'B'
SCP. Fitch rates BCPE's IDR one notch lower than the consolidated
credit profile to reflect the risk that the parent's access to
subsidiary cash could be constrained by covenants in place on LBM's
debt, particularly during a stress scenario.
KEY ASSUMPTIONS
- Organic revenues decline 26%-28% in 2023 and 1%-3% in 2024;
- Lumber prices average between $400-$450 per thousand board feet
in 2023 and 2024;
- EBITDA margins of 8%-9% in 2023 and 2024;
- Net proceeds from divestitures used primarily for debt
reduction;
- FCF margin of 1.5%-2.5% in 2023 and 2.5%-3.5% in 2024;
- Opco EBITDA leverage of 5.0x-5.5x and consolidated leverage of
5.5x-6.0x in 2023 and 2024;
- $500 million of acquisitions in 2024, funded in part by debt.
Recovery Analysis Assumptions
The recovery analysis assumes that LBM would be considered a going
concern (GC) in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim and a 3% concession payment from LBM's secured
lenders to LBM's unsecured bondholders in the analysis.
Fitch's GC EBITDA estimate of $500 million estimates a
post-restructuring sustainable EBITDA. The GC EBITDA is based on
Fitch's assumption that distress would arise from weakening in the
housing market combined with losses of certain customers. Fitch
estimates that annual revenues, which are about 15% below
Fitch-forecasted 2023 levels, and Fitch-adjusted EBITDA margins of
about 7.5%-8.0% would capture the lower revenue base of the company
after emerging from a housing downturn, plus a sustainable margin
profile after right sizing. This results in Fitch's $500 million GC
EBITDA assumption.
Fitch assumed a 6.0x enterprise value (EV) multiple to calculate
the GC EV in a recovery scenario. The 6.0x multiple is comparable
to the multiple used for Park River Holdings, Inc. (B/Negative),
which has higher margins but is considerably smaller than LBM. The
6.0x multiple is higher than the 5.5x multiple utilized for New AMI
I (B/Stable) and Doman Building Materials (B/Stable). These peers
are smaller in scale and have more narrow product offerings than
LBM. LBM's GC EBITDA multiple is lower than Chariot Holdings, LLC
(dba Chamberlain Group; B-/Stable) at 6.5x due to Chamberlain's
leading market position and meaningfully stronger profitability
metrics through the cycle when compared to LBM.
Fitch assumes the ABL revolver has $1.2 billion outstanding at the
time of recovery, which accounts for potential shrinkage in the
available borrowing base during a period of deflating lumber prices
and contracting volumes that causes a default, and is assumed to
have priority ranking claims to the term loan in the recovery
analysis. The analysis results in a recovery corresponding to an
'RR1' for the $1.75 billion ABL and an 'RR3' for LBM's $2.8 billion
in cumulative term loan borrowings. LBM and BCPE's unsecured debt
receive recoveries corresponding to an 'RR6'.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
LBM
- Fitch's expectation that LBM's standalone EBITDA leverage (opco
leverage) will be sustained below 5.0x;
- The company lowers its end-market exposure to the new home
construction market to less than 50% of sales in order to reduce
earnings cyclicality and credit metric volatility through the
housing cycle;
- LBM maintains a strong liquidity position, with no material
short-term debt obligations.
BCPE
- Improvement in the consolidated credit profile of the group, as
evidenced by total consolidated EBITDA leverage (consolidated
leverage) sustaining below 5.0x (which includes holdco PIK toggle
notes as debt).
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
LBM
- Fitch's expectation that standalone EBITDA leverage (opco
leverage) will be sustained above 6.5x or that standalone EBITDA
net leverage will be sustained above 6.3x;
- Escalation of shareholder friendly activity; this may include
additional debt at the holdco, such that Fitch deems the
probability of default materially increasing at LBM, or dividends
decisions at LBM aimed at supporting the holdco;
- EBITDA interest coverage falls below 2.0x;
- Fitch's expectation that FCF will approach neutral or fall to
negative.
BCPE
- Deterioration in the consolidated credit profile of the group, as
evidenced by total consolidated EBITDA leverage (consolidated
leverage) sustaining above 6.5x or consolidated EBITDA net leverage
sustaining above 6.3x.
LIQUIDITY AND DEBT STRUCTURE
Strong Financial Flexibility: The company has a strong liquidity
position as of Dec. 31, 2022, supported by $1.14 billion of
borrowing availability under its $1.75 billion ABL revolver that
matures in May 2027. Following the completion of the divestiture of
three of its operating divisions, LBM used the proceeds to pay down
the full balance under its ABL facility. However, Fitch anticipates
the borrowing base availability under the ABL was also reduced by
the divestiture of these divisions.
The company's near-term debt maturities are limited to 1% term loan
amortization per year until BCPE's PIK toggle notes come due in
April 2027 and LBM's term loans come due in December 2027. The
company's interest rate hedging for a combined $2.7 billion
notional amount should allow it to maintain appropriate EBITDA
interest coverage levels over the intermediate-term, during what
Fitch anticipates to be an elevated interest rate environment.
Fitch expects EBITDA interest coverage will be sustained between
2.5x-3.5x over the intermediate-term.
ISSUER PROFILE
LBM is one of the largest U.S. pro building products distributors
by annual revenues in the highly fragmented distribution industry.
The company offers a broad suite of product offerings to
homebuilders, commercial construction customers, and repair and
remodel professionals.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch considers the holdco PIK toggle notes not debt of the rated
entity (LBM). Fitch deducts upstreamed dividends to the holdco from
LBM's FFO due to the fixed recurring nature of the payment and the
interest-like qualities of the dividend, as it is being used to
service required interest payments on the holdco's debt. Fitch also
adds back nonrecurring transaction expenses, stock-based
compensation and inventory step-up charges to EBITDA.
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 managed by
the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
LBM Acquisition,
LLC LT IDR B Affirmed B
senior
unsecured LT CCC+ Affirmed RR6 CCC+
senior secured LT B+ Affirmed RR3 B+
senior secured LT BB Affirmed RR1 BB
BCPE Ulysses
Intermediate,
Inc. LT IDR B- Affirmed B-
senior
unsecured LT CCC Affirmed RR6 CCC
LTL MANAGEMENT: J&J Talc Plaintiffs Lose Move to End Ch.11
----------------------------------------------------------
James Nani of Bloomberg reports that a cancer victim group suing
Johnson & Johnson over its talc products failed in their long-shot
bid to skip lower courts and have the Third Circuit shut down a J&J
subsidiary's bankruptcy.
The Chapter 11 proceedings of the J&J subsidiary, LTL Management
LLC, will continue on an expedited basis in a bankruptcy court in
New Jersey, Judge Thomas Ambro of the US Appeals Court for the
Third Circuit said Tuesday, May 9, 2023.
A committee representing talc claimants asked the Third Circuit
recently to consider the case directly, arguing that LTL's case is
an abuse of the bankruptcy system.
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.
MAGIC DESIGNS: Unsecureds to Recover 3% in Subchapter V Plan
------------------------------------------------------------
Magic Designs Inc. filed with the U.S. Bankruptcy Court for the
Central District of California an Amended Subchapter V Plan of
Reorganization dated May 9, 2023.
The Debtor is in the textile business and manufactures special
occasion dresses and other goods. The Debtor operates from one
location 1808 Peotrero Avenue, South El Monte, CA 91733 (the
"Lease") and currently has sixteen employees.
The Debtor filed this case to prevent incurring attorney fees in
state court matters, preserve/rehabilitate the business and
reorganized its financial affairs.
Class 1 consists of the Secured Claim of the Internal Revenue
Service in the amount of $197,465.59. The Debtor asserts that it is
entitled to an Employee Retention Credit of $144,941.33. The Debtor
represents that it filed Forms 941X with the IRS claiming said
credit. This Class shall be paid in full, with interest at the rate
in effect as of the month in which the plan is confirmed, per
Section 511 of the Bankruptcy Code (7% as of January 1, 2023)
within seventy-two months from the effective date. Debtor shall not
receive discharge under 1192 of the IRS debt until all plan
payments to the IRS are made in full.
Class 2 consists of the U.S. Small Business Administration Claim.
This Class includes the unsecured portions of the claims of SBA.
Based on a UCC search conducted by the Debtor, the IRS's liens
supersede SBA's lien, making the SBA lien unsecured. The SBA lien
shall be retained and maintained unless and until all plan payments
are made in full. Upon the Debtor's completion of all Plan payments
to the SBA, the SBA lien shall be deemed to be permanently
stripped-off of the Debtor's personal property assets.
Class 3 consists of General Unsecured Claims. The Debtor estimates
that general unsecured debts total approximately $722,897.76. This
amount includes IRS in the amount of $108,326.88; SBA in the amount
of $157,126.39; and EDD in the amount of $9,744.13. This is
estimated to pay approximately 3% of each claim for a total amount
of $21,636.93. The Debtor will pay this amount in 60-monthly
installments of $361.45, starting on the first day of the first
month following the effective date.
The Debtor will fund the Plan from the operation of its business
and the funds that it has/will have accumulated in its Debtor In
Possession bank accounts. The Debtor has reduced its operating
expenses to the bare minimum and continues to manufacture to make
ends meet.
A full-text copy of the Amended Subchapter V Plan dated May 9, 2023
is available at https://bit.ly/3pFKOO2 from PacerMonitor.com at no
charge.
Bankruptcy Counsel for the Debtor:
Tamar Terzian, Esq.
Terzian Law Group
315 W. Arden Avenue Suite 28
Glendale, CA 91203
Phone: 818-242-1100
E-mail: terzbklaw@gmail.com
About Magic Designs
Magic Designs, Inc. is a clothing manufacturer. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Case No. 22-13987) on July 23, 2022. In the petition
signed by Xanlhyl Zuleika Nuno Aquiono, president, the Debtor
disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Neil W. Bason oversees the case.
Tamar Terzian, Esq., at Epps and Coulson, LLP is the Debtor's
counsel.
MATRIX PARENT: $160M Bank Debt Trades at 47% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Matrix Parent Inc
is a borrower were trading in the secondary market around 52.9
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $160 million facility is a Term loan that is scheduled to
mature on March 1, 2030. The amount is fully drawn and
outstanding.
Matrix Parent, Inc. does business as Mobileum. Matrix operates
across four main businesses ranked as following in descending order
by revenue contribution: Roaming and Network Services; Fraud,
Security and Business Assurance; Testing and Service Assurance; and
Engagement and Experience. Matrix pioneered the development of
mobile roaming steering software used broadly among telecom
operators.
MAVENIR SYSTEMS: $145M Bank Debt Trades at 18% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Mavenir Systems Inc
is a borrower were trading in the secondary market around 81.6
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $145 million facility is a Term loan that is scheduled to
mature on August 18, 2028. About $144.1 million of the loan is
withdrawn and outstanding.
Mavenir Systems, Inc. provides software-based networking solutions.
The Company offers internet protocol based voice, videos,
communication, and messaging services, as well as multimedia
subsystem, evolved packet core, and session border controller.
MAVENIR SYSTEMS: $585M Bank Debt Trades at 19% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Mavenir Systems Inc
is a borrower were trading in the secondary market around 80.9
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $585 million facility is a Term loan that is scheduled to
mature on August 18, 2028. About $576.2 million of the loan is
withdrawn and outstanding.
Mavenir Systems, Inc. provides software-based networking solutions.
The Company offers internet protocol based voice, videos,
communication, and messaging services, as well as multimedia
subsystem, evolved packet core, and session border controller.
MED PARENTCO: $360M Bank Debt Trades at 18% Discount
----------------------------------------------------
Participations in a syndicated loan under which MED ParentCo LP is
a borrower were trading in the secondary market around 82.3
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $360 million facility is a Term loan that is scheduled to
mature on August 30, 2027. The amount is fully drawn and
outstanding.
MED ParentCo LP. (MyEyeDr) provides management services to
MyEyeDr.O.D. optometrists and their practices. MyEyeDr practices
offer vision care services, prescription eyeglasses and sunglasses,
and contact lenses. MyEyeDr has been controlled by affiliates of
Goldman Sachs Merchant Banking Division since August 2019.
MEDALLION MIDLAND: Fitch Affirms IDR at 'B+', Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating for Medallion
Midland Acquisition, LP and Medallion Gathering & Processing, LLC
(collectively, Medallion) at 'B+' with a Stable Rating Outlook. The
senior secured term loan due 2028 was issued by Medallion Midland
Acquisition, LP and is upgraded to 'BB'/'RR2' from 'BB-'/'RR3'.
The rating reflects Medallion's volumetric risk and limited size.
The rating also considers its strong footprint in the Midland
Basin. Medallion's sustained positive trend of volume growth and
low leverage position it strongly for the rating category.
The term loan rating upgrade is based on the continuous debt
reduction and an increase in Medallion's going-concern EBITDA
assumption, reflecting a stronger operational profile.
KEY RATING DRIVERS
Deleveraging Trend: Medallion sustained its double-digit growth in
adjusted EBITDA for the fifth consecutive year and achieved its
target leverage ratio of 4.0x by the end of 2022, exceeding Fitch's
expectations. In addition to an 8.3% volume increase, a surge in
marketing revenues helped boost the EBITDA in 2022. The high
inflation in 2022 had a modest impact on Medallion as it continued
to hedge its main operating costs and managed to share the
inflation impact with its major vendors. The Partnership's interest
rate exposure is largely hedged. Medallion also initiated a modest
distribution to its sponsor for the first time in 2022 without
posting a negative FCF.
Fitch defined leverage declined to 4.2x in 2022 from 6.6x in 2019.
Fitch anticipates that the leverage will further drop to be at or
below 4.0x by 2023, supported by the stable volume growth and
moderate self-funding capital expenditure. Fitch forecasts
Medallion to post positive FCF going forward and use discretionary
cash for incremental growth opportunities and distributions.
Limited Size and Scale: Medallion is relatively small in size
despite the fact that it operates one of the largest oil gathering
and transportation networks in Midland basin. Fitch anticipates the
company's adjusted EBITDA to remain under $200 million by 2024. The
limited size and scale, in Fitch's view, subjects Medallion to
outsized event risk and capital market access risks should there be
a prolonged slowdown in Midland Basin production.
The risk is partially offset by Medallion's operational focus
within the Midland basin where Medallion derives over 95% of its
volumes. Midland basin is one of the lowest break-even production
regions in the Permian and benefits from above-the-average growth
levels compared to other basins. Fitch expects the oil production
in the region to be more resilient in the backdrop of macro
headwinds in a low oil price environment. Fitch anticipates that
Medallion will continue to benefit from the tailwind of 2022 in the
near term and leverage its well-connected crude transportation
network to explore further growth opportunities.
Volumetric Risk: Medallion's revenues are fully supported by
fixed-fee contracts with no direct commodity price exposure. Around
25%-35% of the volumes are derived from private companies which
have increased production at a greater pace than their public
peers. Fitch expects to see a larger pull back from these private
producers should the commodity prices decline significantly.
Medallion is subject to volumetric risk as its contracts contain
minimal volume protection.
Medallion historical volume growth was generally in line with the
system growth in Midland and demonstrated resilience during the
short-term disruptions. The volumetric risk is partially mitigated
by Medallion's commodity focus and footprint, as well as its
producers' adoption of hedging strategy to manage the short-term
oil price volatility.
Concentrated Counterparty Exposure: Over half of Medallion's
volumes are expected to be contributed by its top three investment
grade customers. The capital discipline or production delays from
these customers may have a sizable impact on the Partnership's
volume growth. A mitigating factor is the increasing number of
customers in the portfolio which exhibit considerable variety in
pace and phasing of growth. The overall credit profile of the
customer base continues to improve as the customers consolidated
and grew in size.
Competitive Risks: Medallion is located in and around a significant
amount of existing gathering infrastructure, including the flexible
service of trucks, which could provide a significant amount of
competition with respect to Medallion adding dedicated acreage. The
gathering sub-sector has low barriers to entry, relative to most
other midstream sub-sectors. Offsetting the competitive risks is an
increase in acres dedicated by producer counterparties to
Medallion's operations. Medallion's dedicated acreage has increased
by about 66% since October 2017. No material acreage dedication
contracts are set to expire in Fitch's forecast period.
Medallion continues to gain competitive advantages and expand its
market share. Since 2017, it has substantially expanded its
pipeline capacity, crude storage and market hub outlets.
Supportive Sponsor: The ratings recognize that Medallion benefits
from a supportive sponsor, Global Infrastructure Partners (GIP),
which has invested a significant amount of equity into Medallion.
Fitch anticipates GIP will continue to support accretive growth
projects and to maintain a long-term leverage target of 4.0x.
DERIVATION SUMMARY
Oryx: Medallion's closest peer is Oryx Midstream Services Permian
Basin LLC (Oryx; BB-/Stable). Oryx is a holdco owning a 35% stake
in a joint venture (JV) with Plains All American Pipeline L.P.
(BBB-/Stable). Oryx is slightly larger in size considering the
annual distribution (in lieu of EBITDA) from JV.
Oryx has a much larger asset base with its footprint in both
Delaware and Midland sub-basins. Its customers are more diversified
and no single customer accounts for over 16% of its volume.
Medallion has a higher counterparty concentration risk as over 50%
of its volume are from top three producers.
Oryx's leverage is currently at around 6.0x and Fitch expects the
leverage to decline to below 5.0x by 2024, compared with
Medallion's forecasted leverage of below 4.0x in the same period.
The JV structure also constraints Oryx' ability to exercise
unilateral control over JV's financial policy.
Blue Racer: Another peer is Blue Racer Midstream, LLC (B+/Stable).
Blue Racer is a single-basin natural gas gatherer and transporter
in Appalachian Basin. Both companies have high volumetric risk
although Medallion's commodity focus and strategic location may
partially mitigate the volatility in its volumes. Medallion also
has less counterparty risk as the majority of Blue Racer's
customers are high-yield credit quality producers. Medallion's
leverage is expected to be slightly lower.
M6: M6 ETX Holdings II MidCo LLC's (M6) (B+/Stable) provides
natural gas gathering, processing and transportation services in
the East Texas portion of the Haynesville Basin. 20%-25% of M6's
EBITDA comes from take-or-pay contracts, offering higher volume
protection. However, M6 has a 10%-15% of direct commodity price
exposure compared to Medallion's fully fixed-fee business model.
Another offsetting factor is the stronger volume growth experienced
by Medallion in recent years given its footprint in Midland Basin.
Both companies have identical leverage.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within its Rating Case for the Issuer
Include:
- Fitch's price deck of WTI price deck of $81/bbl in 2023, $62/bbl
in 2024, and $50bbl thereafter;
- A mid-single digit growth in volumes in 2023 and declining growth
rates in out years;
- 2023 capex forecasted to be $100 million;
- Interest expense reflects the Fitch Global Economic Outlook,
except that increases are tempered by the existence of a derivative
hedging part of the exposure.
Recovery Rating Assumption
For the Recovery Rating, Fitch estimates the company's
going-concern value was greater than the liquidation value. The
going-concern multiple used was a 6.0x EBITDA multiple, which is in
the range of most multiples seen in recent reorganizations in the
energy sector. There have been a limited number of bankruptcies
within the midstream sector.
Two recent gathering and processing bankruptcies of companies
indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best
estimates. In its recent Bankruptcy Case Study Report, "Energy,
Power and Commodities Bankruptcies Enterprise Value and Creditor
Recoveries", published in September 2021, the median enterprise
valuation exit multiple for the 51 energy cases with sufficient
data to estimate was 5.3x, with a wide range of multiples
observed.
Fitch assumed a mid-cycle going-concern EBITDA of approximately
$120 million, higher than the previous assumption of $101 million.
This is driven by the continuous debt repayment as well as the
consistent trend of improving operating profile and enhanced
customer base. Fitch calculated administrative claims to be 10%,
and fully drew down the revolving credit facility, which are the
standard assumptions.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- An upgrade is not expected in the near term given Medallion's
limited size and scale. However, a positive rating action / upgrade
can occur if Medallion's EBITDA sustains at approximately $300
million per annum in Fitch's forecast horizon.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Actual or forecast leverage, total debt with equity
credit/adjusted EBITDA, is above 6.0x on a sustained basis;
- Significantly lower than expected volume growth;
- Debt-financed capital spending or dividend distributions;
- A significant increase in capex, targeted towards higher business
risk projects.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch expects Medallion's liquidity to remain
adequate. Liquidity, as of Dec. 31, 2022, consisted of full
availability under its $100 million super senior secured revolving
credit facility, which is effectively senior to its term loan, and
$6.9 million of cash. The credit facility matures in October 2026.
The term loan requires 1% per annum amortizations and requires the
company to maintain a debt service coverage ratio (DSCR), as
defined in the agreement, of above 1.1x. The DSCR was 3.25x at YE
2022, well above the covenant. The revolving credit facility
contains restrictions on debt to capital, leverage, and debt
service coverage ratios. Medallion was in compliance with its
financial covenants as of Dec. 31, 2022 and Fitch expects it to
remain so throughout the forecast period.
ISSUER PROFILE
Medallion Midstream is a Permian Basin focused midstream services
company, with assets located largely in the Midland basin. The
company provides crude oil gathering and intra-state transportation
services in Texas.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Medallion
Gathering &
Processing, LLC LT IDR B+ Affirmed B+
MEDALLION MIDLAND
ACQUISITION, L.P. LT IDR B+ Affirmed B+
senior secured LT BB Upgrade RR2 BB-
MIRAGE INTERNATIONAL: Cash Collateral Access OK'd on Final Basis
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
authorized Mirage International, Inc. to use cash collateral on a
final basis. The Debtor requires the use of cash collateral to pay
current expenses.
The Court said the cash collateral may only be used to fund the
types and corresponding amounts of itemized expenditures contained
in the submitted budget and only to the extent needed to prevent
immediate and irreparable harm; provided, however, the Debtor may
use Cash Collateral in excess of the amount designated for a
particular line-item so long as the percentage of deviation of each
line item during any rolling four-week period does not exceed 10%
in aggregate.
The Oklahoma Tax Commission and Internal Revenue Service are
entitled to a validly perfected first priority lien on and security
interests in the Debtor's post-petition Collateral subject to
existing valid, perfected and superior liens in the Collateral held
by other creditors, if any. The post-petition security interests
and liens granted will be valid, perfected and enforceable and will
be deemed effective and automatically perfected as of the Petition
Date without the necessity of the Secured Creditors taking any
further action.
In the event of, and only in the case of Diminution of Value of the
Secured Creditors' interests in the Collateral, the Secured
Creditors will be entitled to a superpriority claim that will have
priority in the Debtor's bankruptcy case over all priority claims
and unsecured claims against the Debtor and its estate. This
super-priority claim will be subject and subordinate only to the
Carve-Out and not to any other unsecured claim (having
administrative priority or otherwise).
The Carve-Out will include any feed and expenses incurred by the
Debtor's professionals and the Subchapter V Trustee and approved by
the Court.
The Debtor will make post-petition monthly payments to OTC in the
amount of $800. The Debtor will make the said payment on or before
the 20th day of each month as adequate protection payments until
such time the Debtor's plan of reorganization is confirmed, or
until the case is either converted or dismissed.
The Debtor projects these expenses:
$39,678 for May 2023;
$36,054 for June 2023; and
$29,429 for July 2023
A copy of the order is available at https://bit.ly/3BmfiYb from
PacerMonitor.com.
About Mirage International, Inc.
Mirage International, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-10499) on
March 6, 2023. In the petition signed by Charles Michael Laws,
president, the Debtor disclosed up to $100,000 in assets and up to
$1 million in liabilities.
Judge Janice D. Loyd oversees the case.
Gary D. Hammond, Esq., at Hammond Law Firm, represents the Debtor
as legal counsel.
MISSISSIPPI CENTER: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------------
Mississippi Center for Advanced Medicine, P.C. asks the U.S.
Bankruptcy Court for the Southern District of Mississippi for
authority to use cash collateral.
The Debtor seeks to use cash collateral to continue essential
operations.
The Debtor's operating budget for the 2023 fiscal year is
approximately $60 million and encompasses about 100 employees.
Over a year after MCAM opened its doors, University of Mississippi
Medical Center filed a lawsuit on July 14, 2017, in the Circuit
Court of Hinds County, Mississippi, Cause No. 17-410, against MCAM,
Dr. Sullivan, and Dr. Nina Washington who was an employee of MCAM
that MCAM recruited from UMMC. Nearly two years later -- and
almost three years after MCAM began -- UMMC filed a second lawsuit
on June 28, 2019, in the United States District Court for the
Southern District of Mississippi, Case No. 3:19-cv-459, against
MCAM and Dr. Sullivan, along with former UMMC employees Linnea
McMillan, Sue Stevens, and Rachel Henderson Harris. Years later,
these lawsuits remain pending and MCAM continues to vigorously
defend itself.
The claims in the two lawsuits largely overlap and center around
UMMC's allegation that Dr. Sullivan, for various reasons, did not
open MCAM properly and that he and Dr. Washington were
contractually prohibited from practicing medicine near UMMC after
leaving there. Since the filing of the federal action, the
litigation has focused on UMMC's federal trademark claims and a
spreadsheet identifying 168 hemophilia patients who received care
at UMMC. UMMC contends that this Patient List was a trade secret
and that it was improperly taken so MCAM could use it to solicit
these patients to transfer their clinical care and pharmacy orders
from UMMC to MCAM after Dr. Sullivan left.
Although MCAM denies the Patient List is a trade secret and
maintains that Dr. Sullivan had the right and need to use patient
information for purposes of patient care and guaranteeing a smooth
transition for patients once he left UMMC, the federal court has
ruled that UMMC has prevailed on the question of trade secret
liability. Despite MCAM's defenses to UMMC's claims that taking a
copy of the Patient List was improper, a default judgment has been
entered against MCAM and the individual defendants in UMMC's
federal lawsuit due to instances of discovery misconduct.
In the federal litigation, UMMC is not seeking any lost profits.
UMMC's damages claim is based solely on an unjust-enrichment theory
claiming that MCAM should be disgorged from any profits related to
pharmacy charges tor the patients on the Patient List even if UMMC
did not lose any profits as a result. UMMC seeks to disgorge MCAM
of all of these profits since opening nearly six years ago, in the
amount of close to $30 million. In addition, UMMC seeks punitive
damages against MCAM in an amount that could total close to $90
million, plus UMMC's attorneys' fees. UMMC's damages theory posits
that it should receive, in perpetuity, MCAM's pharmacy profits
flowing from the hemophilia patients who continued their care with
Dr. Sullivan at MCAM.
BankPlus is the Debtor's principal secured lender and it asserts
various interests in some of the Debtor's personal property
including, without limitation. The Debtor's accounts receivable.
McKesson Corporation also asserts interests in personal property of
the Debtor. Further, the Bank and McKesson assert interests in cash
collateral including, without limitation, that the cash constitutes
proceeds of the Collateral and, therefore, constitutes cash
collateral within the meaning of 11 U.S.C. section 363(a).
The Debtor proposes to continue its Cash Management System with the
Bank.
Further, the Debtor moves the Court for an order granting the use
of Cash Collateral on a permanent basis for the expenses listed in
the budget for the time period from June 1 through August 31, 2023,
unless specifically prohibited by Court order.
As adequate protection, the Bank and McKesson will be granted
replacement security interests in, and liens on, all post-Petition
Date acquired property of the Debtor and the Debtor's bankruptcy
estates that is the same type of property that the Bank and
McKesson hold pre-petition interests, liens or security interests
to the extent of the validity and priority of such interests,
liens, or security interests, if any. The amount of each of the
Replacement Liens will be up to the amount of any diminution in
value of the Bank's and McKesson's collateral positions from the
Petition Date. The priority of the Replacement Liens will be in the
same priority as the Bank's and McKesson's pre-petition interests,
liens and security interests in similar property.
Any Replacement Lien granted will be effective and perfected upon
the date of entry of the order granting the Motion without
necessity for the execution or recordation of filings of deeds of
trust, mortgages, security agreements, control agreements, pledge
agreements, financing statements or similar documents, in the
possession or control by the Bank or McKesson of, or over, any
property subject to the Replacement Liens.
The Debtor will continue to maintain adequate and sufficient
insurance on all its property and assets.
A copy of the Debtor's motion and budget is available at
https://bit.ly/42vP1lV from PacerMonitor.com.
The Debtor projects $5,330,439 in gross profit and $5,136,528 in
total expenses for the period from June 1 to August 31, 2023.
About Mississippi Center for Advanced Medicine
Mississippi Center for Advanced Medicine, P.C. is a healthcare
organization in Mississippi that integrates subspecialty care,
clinical pharmacy services, and care coordination for patients with
pediatric, congenital, and maternal fetal disorders.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21,
2023. In the petition signed by Jordan Robinson, vice president and
chief operating officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Jamie A. Wilson oversees the case.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC,
represents the Debtor as legal counsel.
MONEYGRAM INT'L: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating to MoneyGram International, Inc. of 'B'. The Rating Outlook
is Stable. Fitch has also assigned 'B+'/'RR3' ratings to the
company's revolver, term loan and other 1L secured debt. The
ratings impact $1 billion of debt, not including the undrawn
revolver of $150 million.
KEY RATING DRIVERS
Stable Performance Despite Recent Headwinds: MoneyGram's revenues
contracted in 2019 and 2020 due to the pandemic and the loss of
their exclusive agreement with Walmart. However, in FY21 the
company's revenue grew by 5.5%, and it ended 2022 with revenue
growth just above 2%. Most of this growth is attributable to the
company's digital business. Improved digital performance is
trending across the fintech sector; consumers were quick to adopt
digital money transfer offerings during the pandemic's onset and
have proven sticky even as walk-in locations have re-opened.
Digital business accounts for almost half of MoneyGram's
money-transfer transactions and over 30% of its 2022 revenue. The
company projects this segment will continue delivering double-digit
growth for the next several years, which will also provide margin
expansion.
Technology Risk: New money transfer technologies and tech-focused
platforms such as Venmo, Xoom, Remitly and Wise are challenging
MoneyGram's business in developed markets but are having a slower
impact on its traditional remittance services to developing
countries. Fitch believes the lag in international markets speaks
to the competitive advantage of having a large agent network with
the ability to send/receive in cash. MoneyGram has been slow to
adapt, which has allowed the newer entrants to rapidly grow their
market share. However, MoneyGram is improving and is directing
resources to grow its digital footprint by expanding its services
through mobile wallets and online/mobile deposits.
DoJ and FTC Issues Resolved: The end of the regulatory
investigation by the U.S. Department of Justice (DOJ) is materially
credit positive for MoneyGram, both in terms of reduced liquidity
pressures and reduced event risk. The company was involved in a
deferred prosecution agreement with the DOJ since 2012 that
significantly increased compliance costs in addition to large
settlement payments meant to reimburse victims of consumer fraud.
MoneyGram was required to employ an independent compliance monitor
through May 2021, provide regular reporting to the DOJ, and hire an
external consulting firm to ensure the company met its legal
obligations. While the investigation's conclusion does not
completely eliminate all fraud and litigation risk, Fitch believes
MoneyGram now has the ability to manage the risk effectively.
Take Private LBO: The company has approved a take-private
transaction by Madison Dearborn Partners with an enterprise value
of ~$1.8 billion. Gross leverage is 4.9x on a pro-forma basis,
which is conservative relative to other LBOs in the sector. The
interest burden will increase slightly, dipping below 3.0x for 2023
and 2024, but Fitch expects it to be above 3.5x in 2025. The
sponsor has identified over $30 million of costs savings, which
also seems reasonable. Having investors that are pushing management
for consistent focus on their digital transformation may benefit
the bottom line.
Reduced Partner Concentration: MoneyGram previously had an
exclusive partnership with Walmart that included a white label
service (Walmart2World, powered by MoneyGram) that enabled
customers to send money from any U.S. Walmart to any non-U.S.
MoneyGram location globally. Fitch viewed the relationship in a
mixed light, since the meaningful volume flow was a positive but
the volume was partially offset by pricing/margin pressures.
Western Union was introduced in early 2021 as a Walmart partner,
and other banking services are also available. This shift in the
relationship resulted in significant loss of revenue for MoneyGram,
but that contraction is now in the past. The company projects that
revenue from the Walmart relationship may contract slightly in the
coming years, but it is now a much less material source. This
reduced partner concentration is a credit positive.
Foreign Currency Exposure: The vast majority of MoneyGram's
operations involve at least one party outside the U.S., which
creates FX exposure as an ordinary course of its business. The
greatest exposure is with settlements, and this is largely
eliminated by forward contracts and by the majority of money
transfer transactions being paid the next day with agent
settlements typically occurring within a few days. MoneyGram hedges
revenue to provide cash flow predictability, which only partly
offsets the revenue impact but has a much greater offsetting impact
to profits. Additionally, there are natural hedges in the cost
structure (e.g., commissions paid in local currencies) that protect
profitability.
DERIVATION SUMMARY
MoneyGram is smaller than the investment-grade issuers in this
sector, such as PayPal, Western Union and Euronet. MoneyGram is
also less diversified with more than 90% of its revenue coming from
money transfer services. These factors will continue to constrain
the rating unless the company diversifies its revenue base.
MoneyGram has good brand recognition and sufficient scale to
provide credit protection. Key metrics of scale, EBITDA margin and
leverage position the company below its investment-grade peers.
Most of the company's operating metrics are solid with FCF as a
notable exception. Fitch expects the money transfer sector to grow
over the next several years, and MoneyGram should be able to
capture some of this growth.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Modest revenue growth for 2023 and 2024 of 3% and 4%,
respectively;
- Any impact of a recession will likely not reduce money transfers
in 2023;
(Fitch estimates are below consensus and below management
forecasts.)
- EBITDA expansion due to cost savings program and growing impact
of higher-margin digital revenue;
- Cash flow projections (cash taxes, CapEx) are from MoneyGram
management;
- FCF constrained in 2023 due to the LBO and cash signing bonuses
to partners.
KEY RECOVERY RATING ASSUMPTIONS
- The recovery analysis assumes that MoneyGram would be reorganized
as a going-concern in bankruptcy rather than liquidated.
- Fitch has assumed a 10% administrative claim and that the
revolver is drawn in full.
Going-Concern (GC) Approach
- Moneygram's GC EBITDA of $125 million compares with Moneygram's
EBITDA for 2021 and 2022, which was in the range of $165 million to
$170 million; this GC level of $125 million is an output of the
analysis, not an input.
- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
enterprise valuation. More and more of the remittance business
moves online, and MoneyGram is unable to successfully convert
customers to their online offerings, losing market share. Revenue
and margin suffer as a result. Fitch estimates that a revenue
decline in the range of 25%-30% with a slight margin erosion
results in an EBITDA of $125 million.
- An EV multiple of 5.5x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
- The historical bankruptcy case study exit multiples for
Technology, Media and Telecom companies ranged primarily from
4.0x-7.0x with a median of 5.9x and a median of 5.1x in a small
sample of Technology sector bankruptcies.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Demonstration of material diversification by achieving scale in
one or more of the company's adjacent financial products as well as
continued strong growth from the company's online offerings
- Gross leverage sustained below 4.0x
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Any revenue contraction or erosion of operating performance,
leading to margin contraction or negative FCF;
- Gross leverage sustained above 5.0x;
- Any material fraud or related litigation and regulatory actions.
LIQUIDITY AND DEBT STRUCTURE
Strong Liquidity: MoneyGram ended 2022 with $172 million cash, and
the company expects to add $23 million to the balance sheet as part
of the LBO. In addition, the company will put a new $150 million
revolving credit facility in place. If MoneyGram can materially
reduce its cash signing bonuses as projected, FCF will grow
materially. With no near-term maturities, Fitch projects the
company has a strong liquidity position through the forecast
horizon.
ISSUER PROFILE
MoneyGram is the second largest global provider of money
transfer/remittance services. It primarily targets unbanked or
underbanked consumers who may not be fully served by other
financial institutions. Customers who use traditional banking
services may also use MoneyGram's services based on convenience,
cost or to make urgent transactions.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Moneygram
International, Inc. LT IDR B New Rating WD
senior secured LT B+ New Rating RR3
MONITRONICS INTERNATIONAL: Case Summary & 30 Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Monitronics International, Inc.
1990 Wittington Place
Farmers Branch Texas 75234
Business Description: The Debtors are primarily engaged in the
business of providing residential and
commercial customers with monitored home and
business security systems, as well as
interactive and home automation services.
Chapter 11 Petition Date: May 15, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Ten affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Monitronics International, Inc. (Lead Case) 23-90332
Monitronics Corporation 23-90331
Security Networks, LLC 23-90338
MIBU Servicer, Inc. 23-90335
LiveWatch Security, LLC 23-90333
Platinum Security Solutions, Inc. 23-90337
Monitronics Canada, Inc. 23-90336
MI Servicer LP, LLC 23-90334
Monitronics Security, LP 23-90340
Monitronics Funding, LP 23-90339
Judge: Hon. Christopher M. Lopez
Debtors' Counsel: Timothy A. ("Tad") Davidson II, Esq.
Ashley L. Harper, Esq.
Brandon Bell, Esq.
HUNTON ANDREWS KURTH LLP
600 Travis Street, Suite 4200
Houston, TX 77002
Tel: 713-220-4200
Email: TadDavidson@HuntonAK.com
AshleyHarper@HuntonAK.com
BBell@HuntonAK.com
- and -
David A. Hammerman, Esq.
Annemarie V. Reilly, Esq.
Christopher Beaucage, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, New York 10020
Tel: 212-906-1200
Email: david.hammerman@lw.com
annemarie.reilly@lw.com
chris.beaucage@lw.com
-and-
Helena Tseregounis, Esq.
Deniz A. Irgi, Esq.
LATHAM & WATKINS LLP
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071-1560
Tel: 213-485-1234
Email: helena.tseregounis@lw.com
deniz.irgi@lw.com
Debtors'
Financial
Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC
Debtors'
Investment
Banker: PJT PARTNERS LP
Debtors'
Solicitation &
Subscription
Agent: KROLL RESTRUCTURING ADMINISTRATION, LLC
Estimated Assets: $1 billion to $10 billion
Estimated Liabilities: $1 billion to $10 billion
The petitions were signed by William E. Niles as chief executive
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/K6BEJ6A/Monitronics_International_Inc__txsbke-23-90332__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Cortland Capital Markets Credit Facility Undetermined
Services LLC
Attn: Kaleigh Rowe
225 W. Washington Street
9th Floor
Chicago, IL 60606
Phone: (312) 564-5100
Email: legal@cortlandglobal.com
2. Encina Private Credit SPV, LLC Credit Facility Undetermined
Attn: John Ryan, CEO
401 Merritt 7
Suite PH
Norwalk, CT 06851
Phone: (203) 653-8610
Email: jryan@encinacapital.com
3. Sunnova Energy Corporation Trade Undetermined
Attn: Michael Grasso
EVP, Chief Marketing and Growth Officer
20 Greenway Plaza
Suite 475
Houston, TX 77046
Email: michael.grasso@sunnova.com
4. Alarm.com Trade $21,378,849
Attn: Adam Green
Director, Corporate Accounts
8281 Greensboro Drive
Suite 100
Tysons, VA 22101
Phone: (703) 798-5162
Email: agreen@alarm.com
5. Skyline Security Purchase $8,871,242
Management, Inc. Agreement
Attn: Edwin Arroyave
CEO & Founder
10642 Downey Ave
Suite 205
Downey, CA 90241
Phone: (562) 622-7114
Email: ea@skylinesecurity.com
6. Qolsys Trade $2,416,756
Attn: Ken McMaster, CFO
1900 The Alameda
Suite 420
San Jose, CA 95126
Phone: (855) 476-5797
Email: ken.mcmaster@qolsys.com
7. Protect America Purchase $2,083,425
Attn: Scott Fleming, CEO Agreement
3800 Quick Hill Road
Building 1-100
Austin, TX 78728
Phone: (800) 951-5111
8. Select Security Purchase $2,031,863
Attn: Benjamin J. Nale Agreement
Vice President
2001 Ross Ave Suite 2800
Dallas, TX 75201
Phone: (972) 368-5350
Email: ben.nale@gs.com
9. AllianceOne Receivables Trade $1,706,421
Management Inc.
Attn: Harry Neerenberg, CFO
3043 Walton Road
Suite 201
Plymouth Meeting, PA 19462
Phone: (215) 354-5500
Email: hneerenberg@allianceoneinc.com
10. Telus Corporation Purchase $1,501,402
Attn: Darren Goldstein Agreement
Corporate Development
25 York Street, Floor 29
Toronto, ON M5J 2V5
Canada
Email: darren.goldstein@telus.com
11. AlarmNet Trade $933,324
Attn: Preston Coffer
National Account Manager
1801 Bayberry Court
Richmond, VA 23226
Phone: (954) 296-4129
12. The Brinks Company Trade $777,569
Attn: Ronald J. Domanico
Executive VP & CFO
298 S. Akard Street
Dallas, TX 75202
Phone: (804) 289-9600
Email: corporate.relations@brinksinc.com
13. CG Infinity Inc Trade $440,521
Attn: Bhopi Dhall
CEO & Founder
9079 Telegraph Rd
Pico Rivera, CA 90660
Bhopi Dhall
Phone: (469) 916-7730
Email: bhopi.dhall@cygrp.com
14. AT&T Digital Life Purchase $391,209
Attn: Brooks McCorcle Agreement
President
298 S. Akard Street
Dallas, TX 75202
Phone: (210) 821-4105
Email: brooks.mccorcle@att.com
15. Advanced Integration Trade $345,803
Management LLC
Attn: Ed Chalupa, CEO
9079 Telegraph Rd
Pico Rivera, CA 90660
Phone: (972) 423-8354
16. Anixter Trade $282,208
Attn: Robert Eck, CEO
2301 Patriot Boulevard
Glenview, IL 60026
Phone: (224) 521-8000
Email: Robert.Eck@anixter.com
17. Google LLC Trade $260,128
1600 Amphitheatre Parkway
Mountain View, CA 94043
Phone: (650) 253-0000
Email: collections@google.com
18. Allied Security LLC Trade $244,910
Attn: Michael Pittman
Executive
507 N Sam Houston Pkwy E
Suite 400
Houston, TX 77060
Phone: (866) 255-4338
Email: mpittman@alliedhomesecurity.net
19. Telular Corporation Trade $241,098
Attn: Jenny Colt, CEO
200 South Wacker Drive
Suite 1800
Chicago, IL 60606
Phone: (800) 835-8527
Email: jennycolt@telular.com
20. CSG Systems Inc Trade $200,406
Attn: Brian Shepherd
CEO & President
Po Box 850461
Minneapolis, MN 55485-0461
Phone: (303) 200-2000
Email: Brian.Shepherd@csgi.com
21. Nest Labs, Inc. Trade $195,565
Attn: Dillpreet Dhillon, CFO
Dept 34948 Po Box 884948
Los Angeles, CA 90088-4948
Phone: (855) 469-6378
Email: dillpreet@nest.com
22. The Alarm Company, LLC Trade $168,827
Attn: Susan Brady, Owner
8602 Farmington Blvd, Suite 5
Germantown, TN 38139
Phone: (877) 594-2737
Email: sbrady@alarmservicesgroup.com
23. Securenet Technologies, LLC Trade $166,333
Attn: Andrew Wilson, CEO
1135 TownPark Ave
Suite 2155
Lake Mary, FL 32746
Phone: (407) 965-1655
Email: andrew.wilson@securenettech.com
24. ADI Global Distribution Trade $156,755
Attn: Rob Aarnes, CEO
25429 Network Place
Chicago, IL 60673-1254
Phone: (585) 239-6057
Email: rob.aarnes@adiglobal.com
25. Voziq Trade $150,000
Attn: Vasudeva Akula
Co-Founder
22685 Cricket Hill Court
Ashburn, VA 20148
Phone: (203) 852-6800
Email: vakula@voziq.com
26. CenturyLink Trade $124,709
Attn: Kate Johnson, CEO
100 CenturyLink Drive
Monroe, LA 71203
Phone: (318) 388-9000
Email: Kate.Johnson@centurylink.com
27. True Protection LLC Trade $122,586
Attn: Mathew True, CEO
6391 Dezavala Rd Ste 111
San Antonio, TX 78249
Phone: (210) 660-6804
Email: info@truehomeprotection.com
28. CRS Services Limited Trade $117,036
Attn: Steve Boyer
Managing Member
2501 N Green Valley Parkway
Suite 130
Henderson, NV 89014
Phone: (702) 434-8443
29. Synergy Security LLC Trade $113,494
Attn: Daniel Hiatt
Administration
1607 E. Windmill Lane #400
Las Vegas, NV 89123
Phone: (702) 817-9578
Email: customercare@synergyalarms.net
30. Oracle America Inc. Trade $110,940
Attn: Safra Catz, CEO
15612 Collections Center Drive
Chicago, IL 60693
Phone: (737) 867-1000
Email: safra.catz@oracle.com
NATIONAL CINEMEDIA: Unsecureds Will Get .03% of Claims in Plan
--------------------------------------------------------------
National CineMedia, LLC, submitted an Amended Disclosure Statement
for First Amended Plan of Reorganization dated May 9, 2023.
Pursuant to the Restructuring Support Agreement, the Plan is
currently supported by the Debtor, Holders of approximately 79% in
principal amount of the Secured Debt Claims, Holders of not less
than 64% in principal amount of the Unsecured Funded Debt Claims,
and National CineMedia, Inc.
The Plan implements a pre-negotiated restructuring agreed by and
among the Debtor and certain of the Debtor's major stakeholders,
including Holders of approximately 79% in principal amount of the
Secured Debt Claims and Holders of not less than 64% of the
Unsecured Funded Debt Claims, which will result in a significant
deleveraging of the Debtor's capital structure.
Class 3 Secured Debt Claims consist of the Secured portion of the
Term Loan Claims, the Revolving Loan Claims, and the Secured Note
Claims. The Secured Debt Claims shall be deemed Allowed Secured
Claims in the aggregate amount of no less than $471.3 million,
representing the Secured portion of the aggregate principal amount
outstanding under the applicable Prepetition Documents any accrued
and unpaid interest, and make whole premiums, plus all other
accrued and unpaid fees and other expenses payable under the
applicable Prepetition Documents.
On the Effective Date or as soon as reasonably practicable
thereafter, in full and final satisfaction, compromise, settlement,
release, and discharge of, and in exchange for, such Allowed
Secured Debt Claims, each Holder of a Secured Debt Claim shall
receive its Pro Rata share of 100% New NCM Common Units subject to
(a) dilution by the equity issued pursuant to (i) the
Post-Emergence Management Incentive Plan and (ii) New NCM Common
Units issued after the Effective Date to the counterparties to the
ESAs pursuant to the CUAA, if any; and (b) (i) reallocation
pursuant to NCMI 9019 Settlement and (ii) the Structuring
Considerations. The amount of claim in this Class total $957.6
million. This Class will receive a distribution of 42.7% of their
allowed claims.
Class 4 consists of General Unsecured Claims. For the avoidance of
doubt, General Unsecured Claims include Unsecured Funded Debt
Claims, which shall be Allowed in the aggregate amount of the
Unsecured Funded Debt Claim Allowed Amount. On the Effective Date
or as soon as reasonably practicable thereafter, in full and final
satisfaction, compromise, settlement, release, and discharge of,
and in exchange for, such Allowed General Unsecured Claims, each
Holder of an Allowed General Unsecured Claim shall receive its Pro
Rata share of the GUC Cash Pool. The allowed unsecured claims total
$729.8 million. This Class will receive a distribution of 0.03% of
their allowed claims.
Class 5 consists of General Unsecured Convenience Claims. Each
Holder of an Allowed General Unsecured Convenience Claim shall
receive, in full and final satisfaction of such Claim payment in
full in Cash on (A) the Effective Date or (B) the date due in the
ordinary course of business in accordance with the terms and
conditions of the particular transaction giving rise to such
Allowed General Unsecured Convenience Claim. The amount of claim in
this Class total $48,000. This Class will receive a distribution of
100% of their allowed claims.
The Debtor shall fund distributions under the Plan, with: (a) Cash
on hand, including Cash from operations; (b) the proceeds of the
Exit Facility and the loans thereunder, if any; and (c) the NCMI
9019 Capital Contribution to be issued. Cash payments to be made
pursuant to the Plan will be made by the Reorganized Debtor.
A full-text copy of the Amended Disclosure Statement dated May 9,
2023 is available at https://bit.ly/3W6bO5l from Omni Agent
Solutions, notice, claims and balloting agent.
Proposed Counsel for the Debtor:
Paul M. Basta, Esq.
Kyle J. Kimpler, Esq.
Sarah Harnett, Esq.
Shafaq Hasan, Esq.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Telephone: (212) 373-3023
Facsimile: (212) 492-0023
E-mail: pbasta@paulweiss.com
kkimpler@paulweiss.com
sharnett@paulweiss.com
shasan@paulweiss.com
John F. Higgins, Esq.
Eric M. English, Esq.
M. Shane Johnson, Esq.
Megan Young-John, Esq.
Bryan L. Rochelle, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, TX 77002
Telephone: (713) 226-6000
Facsimile: (713) 228-1331
E-mail: jhiggins@porterhedges.com
eenglish@porterhedges.com
sjohnson@porterhedges.com
myoung-john@porterhedges.com
brochelle@porterhedges.com
About National CineMedia
National CineMedia, LLC, based in Centennial, Colo., owns the
largest cinema-advertising network in North America. NCM derives
its revenue principally from the sale of advertising to national,
regional, and local businesses, which is displayed on a national
and regional digital network of movie theaters.
National CineMedia, LLC, filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 23-90291) on April 11, 2023, listing $500 million to
$1 billion in estimated assets; and $1 billion to $10 billion in
estimated liabilities. The petition was signed by Ronnie Ng, chief
financial officer of National CineMedia, Inc.
The Hon. David R. Jones presides over the case.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, led by Paul M. Basta,
Esq., Kyle J. Kimpler, Esq., Sarah Harnett, Esq., and Shafaq Hasan,
Esq., serves as counsel to the Debtor. John F. Higgins, Esq., at
Porter Hedges LLP, serves as the Debtor's local counsel.
The Debtor tapped Latham & Watkins LLP as special corporate &
litigation counsel; Lazard Freres & Co., as investment banker; FTI
Consulting, Inc., as restructuring advisor; and Omni Agent
Solutions as notice, claims and balloting agent.
NEW HAVEN TRUCK: Taps Law Offices of Neil Crane as Counsel
----------------------------------------------------------
New Haven Truck and Auto Body, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Connecticut to hire the Law
Offices of Neil Crane, LLC as its counsel.
The Debtor requires the law firm to:
(a) provide legal advice with respect to the powers and duties
of the Debtor;
(b) represent the Debtor before the bankruptcy court at all
hearings, and in all matters pertaining to its affairs;
(c) advise and assist the Debtor in the preparation and
negotiation of a plan of reorganization with its creditors;
(d) prepare legal papers; and
(e) perform other necessary legal services for the Debtor.
The Law Offices of Neil Crane received a retainer of $15,000, plus
the filing fee of $1,738.
Stuart Caplan, principal at the Law Offices of Neil Crane, declared
in a court filing that his firm is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The law firm can be reached at:
Stuart H. Caplan, Esq.
Law Offices of Neil Crane, LLC
2679 Whitney Avenue
Hamden, CT 06518
Tel: (203) 230-2233
Email: stuart@neilcranelaw.com
About New Haven Truck and Auto Body
New Haven Truck and Auto Body, Inc. is a complete vehicle collision
and body repair shop in East Haven, Conn.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Conn. Case No. 23-30298) on April 28,
2023, with up to $10 million in both assets and liabilities.
William S. Snow, Jr., president of New Haven Truck, signed the
petition.
Judge Ann M. Nevins oversees the case.
Stuart H. Caplan, Esq., at the Law Offices of Neil Crane, LLC,
represents the Debtor as legal counsel.
NIKOFAM INC: Court OKs Cash Collateral Access Thru June 15
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, authorized Nikofam, Inc. to use cash collateral
on an interim basis in accordance with the budget, through June 15,
2023.
As previously reported by the Troubled Company Reporter, the
Massachusetts Department of Revenue is the Debtor's only secured
creditor. The MDOR is owed approximately $240,000 in unpaid meals
taxes dating back to approximately June 2020.
On April 19, 2023, the MDOR levied upon an execution for the unpaid
meals taxes and seized the Debtor's assets, including its
restaurant equipment, food inventory, cash and cash registers. The
Debtor has been locked out if its East Weymouth storefront since
the date of the Tax Seizure.
Prior to the Tax Seizure, the MDOR also seized funds from the
Debtor's operating account on at least two occasions.
The MDOR's enforcement actions precipitated the Chapter 11 case.
The Debtor asserted that any cash collateral accessed will be used
solely to maintain business operations, and thus reduce the chance
of any possible diminution in value of the assets. The Debtor
proposed to grant to the MDOR the following as additional adequate
protection:
a. The Debtor will grant to the MDOR a continuing replacement
lien and security interest in the post-petition accounts receivable
generated from operations to the same validity, extent and priority
that it would have had in the absence of the bankruptcy filing;
b. The Debtor will remain within its Budget, within an overall
margin of 10 percent; and
c. The Debtor will make weekly adequate protection payments to
the MDOR in the amount of $1,500. This amount is intended to
represent principal and interest payments that would be due over 60
months to repay the MDOR, although the allocation of such payments
is reserved for further Court order.
A further hearing on the matter is set for June 14 at 10 a.m.
A copy of the order is available at https://bit.ly/42xSoJ9 from
PacerMonitor.com.
About Nikofam, Inc.
Nikofam, Inc. owns and operates the Athens Pizza pizzeria. Since
2005 the Restaurant has operated out of its leased storefront in
East Weymouth, Massachusetts.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-10719) on May 5, 2023.
In the petition signed by Kiriaki Nikolaidis, president, the Debtor
disclosed up to $500,000 in both assets and liabilities.
Judge Janet E. Bostwick oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, represents the
Debtor as legal counsel.
NOBLE HEALTH: Seeks to Hire Joseph Baum of CFGI as CRO
------------------------------------------------------
Noble Health Real Estate II, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Missouri to employ
CFGI and Joseph Baum, a partner at CFGI, to serve as its chief
restructuring officer.
The Debtor requires a restructuring advisor to.
a. explore, identify and facilitate implementation of the
Debtor's Chapter 11 restructuring options and strategic
alternatives;
b. assist the Debtor in the preparation of short and long-term
projections (balance sheet, profit and loss, and cashflows), and
the preparation of budget to actual results;
c. assist the Debtor in the preparation of financial-related
disclosures required by the bankruptcy court, including monthly
operating reports;
d. assist the Debtor with information and analyses required
pursuant to its cash collateral or debtor-in-possession (DIP) loan
arrangements;
e. prepare financial statements and other reports as may be
required by the court or under the United States Trustee
Guidelines;
f. assist the Debtor in communicating with and responding to
advisors to the creditors' committee, any other official committees
that may be formed, individual creditors and creditor groups, and
other parties in interest;
g. prepare or review cash flow projections;
h. as appropriate, actively communicate with the court and the
Office of the U.S. Trustee and its professionals;
i. assist in the preparation of the Debtor's Chapter 11 plan
and disclosure statement;
j. assist the Debtor with its Federal and State tax filings
and implementation of tax strategies;
k. prepare and provide expert reports and court testimony;
and
l. render such other general services consulting or other such
assistance as the Debtor or its counsel may deem necessary.
m. work with the Debtor and its counsel to fulfill ongoing
filing requirements and to prepare a bankruptcy plan and disclosure
statement;
n. work with and oversee the Debtor's officers and
professionals on the compiling and formatting of data and analyses
necessary for the Debtor's Chapter 11 case;
o. oversee and coordinate various activities related to the
case;
p. as appropriate, actively communicate with creditors and
other parties in interest;
q. execute affidavits and provide testimony in court
proceedings as required; and
r. perform other necessary legal services.
The firm will charge these hourly fees:
CRO $690
Director/Managing Director $490
Senior Manager $400
Manager $325
Consultant $275
Mr. Baum disclosed in a court filing that he and his firm have no
connections with the Debtor, creditors or any other party in
interest.
The CRO can be reached at:
Joseph C. Baum
CFGI
1 Lincoln Street, Suite 1301
Boston, MA 02111
Phone: (646) 360-2850
Email: jbaum@cfgi.com
About Noble Health Real Estate II
Noble Health Real Estate II, LLC is engaged in activities related
to real estate. The Debtor is based in Fulton, Mo.
Noble Health Real Estate II filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No.
23-20100) on March 3, 2023. In the petition signed by Zev M.
Reisman, general manager and corporate secretary, the Debtor
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Dennis R. Dow presides over the case.
The Debtor tapped Berman, DeLeve, Kuchan & Chapman, LLC as
bankruptcy counsel and CFGI as restructuring advisor. Joseph Baum,
a partner at CFGI, serves as the Debtor's chief restructuring
officer.
P&P CONSTRUCTION: Court OKs Cash Collateral Access Thru May 22
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized P&P Construction Group, LLC and
affiliates to use cash collateral on an interim basis in accordance
with the budget, with a 10% variance, pending the final hearing set
for May 22, 2023.
The Debtors require the use of cash collateral to pay their direct
operating expenses and obtain goods and services needed to carry on
their businesses.
The Debtors are alleged to be party to a Loan and Security, dated
December 31, 2021, between Debtor BRH-Garver Construction, LLC, as
borrower, Debtor P&P Construction Group, LLC, as guarantor, and
Community Bank of Texas, N.A., as lender, pursuant to which the
Prepetition Lender made available to Garver a term loan facility in
the original principal amount of $18 million and a revolving credit
facility up to $3 million or such lesser amount determined by the
borrowing base provisions under the Prepetition Loan Agreement.
As of the Petition Date, the outstanding principal balance due
under the Term Loan was alleged to be approximately $12.1 million,
and the outstanding principal balance due under the Revolver was
alleged to be $4 million, in each case plus accrued interest, fees,
and other charges due and payable under the Prepetition Loan
Agreement.
The Prepetition Loans are alleged to be secured by first priority
liens on and security interests in substantially all of Garver's
assets, including the Garver's accounts receivable and equipment.
P&P Construction Group, LLC, guaranteed repayment of the Term Loan
on the terms set forth in the Guaranty Agreement executed by P&P
Construction Group, LLC, in favor of the Prepetition Lender
contemporaneously with the Prepetition Loan Agreement.
As adequate protection, the Prepetition Lender is granted valid,
perfected liens and enforceable post-petition replacement security
interests in all property of the Debtors.
The Replacement Lien will be in addition to all other rights of the
Prepetition Lender, including the Prepetition Lender's existing
prepetition liens on and security interests in property of the
Debtors.
As further adequate protection, the Prepetition Lender is granted
pursuant to 11 U.S.C. section 507(b) a superpriority claim in such
amount if and to the extent the Replacement Lien is insufficient to
provide adequate protection against the diminution, if any, in
value of the Prepetition Lender's interest in any collateral
resulting from the use of cash collateral. The priority of the
Superpriority Claim will be senior in priority of payment over the
Debtors' intercompany administrative claims and any and all
administrative expenses of the kinds specified or ordered pursuant
to any provision of the Bankruptcy Code.
The Prepetition Liens and the interests of the Sureties, if any, in
cash collateral, including Bonded Contract Proceeds, are subject
and subordinate in all respects to a carve-out in an amount equal
to the sum of (i) all fees required to be paid to the Clerk of the
Court and to the Office of the United States Trustee under 28
U.S.C. section 1930(a) plus interest at the statutory rate pursuant
to 31 U.S.C. section 3717; (ii) all reasonable fees, costs, and
expenses up to $100,000 incurred by a trustee under section 726(b);
(iii) to the extent allowed by the Court on an interim or final
basis at any time, all unpaid fees, costs, and expenses of the
Debtors (up to $100,000) or any statutory committee (up to $50,000)
earned, accrued, or incurred by persons or firms retained by the
Debtors.
The Debtors' access to cash collateral will terminate upon earliest
to occur of any of the following:
(a) May 22, 2023;
(b) The Debtors' chapter 11 cases are dismissed or converted
to cases under chapter 7 of the Bankruptcy Code;
(c) Either (i) the Court enters an order appointing a trustee
or an examiner with enlarged powers (beyond those set forth in
sections 1104(c) and 1106(a)(3) and (4)) for the Debtors; or (ii)
the Debtors file a motion, application, or other pleading
consenting to or acquiescing in any such appointment;
(d) The Court suspends these chapter 11 cases under section
305;
(e) A transaction is consummated that results in the sale or
disposition of all or substantially all of the assets of the
Debtors and their estates;
(f) The Interim Order becomes stayed, reversed, vacated,
amended, or otherwise modified in any respect without the prior
written consent of Prepetition Lender;
(g) The occurrence of any Event of Default under the terms of
the Interim Order which remains uncured for five business days
after the written notice of such Event of Default is filed with the
Court and served upon counsel for the Debtors; and
(h) With respect to the Sureties, any Bonded Contract is
terminated by the Debtors or by further Court order, but only as to
the Bonded Contract Proceeds relating to such Bonded Contract.
These events constitute an "Event of Default":
(a) The Debtors fail to timely and punctually perform any of
their obligations in accordance with the terms hereof or otherwise
defaults hereunder or breaches any provision thereof;
(b) Any representation or warranty made in any certificate,
report, expense statement, other financial statement, or other
document delivered to the Prepetition Lender or the Sureties after
the Petition Date proves to have been false or misleading in any
material respect as of the time when made or given;
(c) Any other person or entity obtains an order permitting the
use of cash collateral without the written consent of the
Prepetition Lender; and
(d) The Replacement Liens granted to the Prepetition Lender
ceases to convey, subject to the Carve-Out, a valid and perfected
first priority lien on and security interest in the property of the
Debtors.
A final hearing on the matter is set for May 22 at 1 p.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3M7EGqx from PacerMonitor.com.
The Debtor projects total net cash flow, on a weekly basis, as
follows:
$710,433 for the week starting May 12, 2023;
$901,052 for the week starting May 19, 2023;
$1,051,790 for the week starting May 26, 2023; and
$1,127,869 for the week starting June 2, 2023.
About P&P Construction Group, LLC
P&P Construction Group, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90292) on
April 12, 2023. In the petition signed by Jeffrey Anapolsky, its
chief executive officer, the Debtor disclosed up to $10 million in
assets and up to $50 million in liabilities.
Judge Christopher Lopez oversees the case.
Michael P. Cooley, Esq., at Reed Smith, LLP, represents the Debtor
as legal counsel.
PARADIGM MIDSTREAM: Moody's Withdraws 'B3' CFR on Debt Repayment
----------------------------------------------------------------
Moody's Investors Service withdrew all of Paradigm Midstream LLC's
ratings, including its B3 Corporate Family Rating, B3-PD
Probability of Default Rating, and B3 senior secured term loan
facility rating. The outlook was changed to rating withdrawn from
stable. These withdrawals follow the repayment of its outstanding
revolver and term loan debt in conjunction with the closing of the
acquisition of Paradigm by Harvest Midstream I, L.P. (Harvest, Ba3
stable).
Withdrawals:
Issuer: Paradigm Midstream, LLC
Corporate Family Rating, Withdrawn, previously rated B3
Probability of Default Rating, Withdrawn, previously rated B3-PD
Senior Secured Term Loan B, Withdrawn, previously rated B3
Outlook Actions:
Issuer: Paradigm Midstream, LLC
Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
Paradigm has fully repaid its outstanding senior secured revolver
and term loan debt in conjunction with the closing of the
acquisition of Paradigm by Harvest. All of Paradigm's ratings have
been withdrawn since its rated debt is no longer outstanding.
Paradigm Midstream, LLC is a wholly owned subsidiary of Harvest
Midstream. The company's principal operations include gathering,
transportation, and storage of crude oil, natural gas and produced
water in the Williston Basin in North Dakota and the Eagle Ford
Shale in Texas.
PARLEE CYCLES: Wins Interim Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, authorized Parlee Cycles, Inc. to continue using
cash collateral on a final basis.
The Debtor is permitted to collect and use those prepetition assets
in which Bank Gloucester, Mass Growth Capital Corp. and the U.S.
Small Business Administration claim a security interests, including
any proceeds of prepetition accounts receivable and cash on hand,
for the purposes and on the terms proposed in the Motion in the
operation of its business as debtor-in-possession.
As adequate protection, Bank Gloucester, MGCC and the SBA are
granted continuing replacement liens and security interests to the
same validity, extent and priority that each would have had in the
absence of the bankruptcy filing.
The Debtor will make monthly adequate protection payments on
account of its obligations to Bank Gloucester in the amount of
$7,309, MGCC in the amounts of $533 for the June 2023 payment and
$516 for the July 2023 payment and the SBA in the amount of $3,372
in accordance with the terms of the Budget.
A further hearing on the matter is set for July 27, 2023 at 10:30
a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3LNTCsx from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$16,182 for the week ending May 12, 2023;
$41,922 for the week ending May 19, 2023;
$28,242 for the week ending May 26, 2023;
$42,180 for the week ending June 2, 2023; and
$12,386 for the week ending June 9, 2023.
About Parlee Cycles, Inc.
Parlee Cycles, Inc. was founded in 2000 by its principal, Bob
Parlee. Parlee Cycles, a manufacturer of high-performance bikes
located in Beverly, Massachusetts, pioneered a unique process to
create the first fully customizable carbon-fiber road racing
frames. Parlee prides itself on leading the industry with
breakthrough designs and innovations to improve the ride quality
and performance of road bicycles.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Banker. D. Mass. Case No. 23-10161) on February 6,
2023. In the petition signed by Robert K. Parlee, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Christopher J. Panos oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, represents the
Debtor as legal counsel.
PERATON CORP: S&P Downgrades ICR to 'B', Outlook Stable
-------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on Peraton
Corp. to 'B' from 'B+'. S&P also lowered the issue-level rating on
the company's first-lien term loan to 'B' from 'B+'. S&P does not
rate the second-lien term loans.
The stable outlook reflects S&P's expectation that S&P Global
Ratings-adjusted EBITDA margins will remain relatively stable as
revenue grows from continued government spending on defense
initiatives.
S&P expects Peraton's leverage will be in excess of 7.5x in fiscal
2023.
Peraton's S&P Global Ratings-adjusted leverage for fiscal 2022 was
8.4x. Leverage has not improved to the 7.5x threshold needed for
the 'B+' rating, which was established in May 2021 after Peraton's
acquisition of Perspecta. S&P said, "We previously believed a path
to this threshold existed in 2023, though we assigned a negative
outlook in January 2023. Given our expectations at that time
surrounding Peraton's 2023 FOCF, we believed it could lower
leverage to the threshold. However, it would require using
essentially all the company's cash in excess of $300 million, which
is its preferred minimum operating balance, to repay debt. The
negative outlook captured the uncertainty of the company's uses of
cash, a lack of a firm committed financial policy to prioritize
debt repayment, and the possibility of EBITDA not growing
sufficiently to improve leverage to levels consistent with the
rating. We expect Peraton's cash interest will increase around $100
million compared to 2022. We now expect FOCF to be around $65
million-$70 million in 2023 with ending cash balances of about $545
million. We view the lower FOCF expectations as no longer providing
sufficient resources to repay debt, despite expected 2023 revenue
growth and S&P Global Ratings-adjusted margins being mostly in line
with our prior forecast from January."
S&P expects revenue growth will be in line with industry peers in
2023.
S&P said, "We expect organic revenue growth to be around 3%-4%,
which is typical for government IT service providers. A strong
backlog with over 3 times annual revenue coverage coupled with the
10% increase in the U.S. 2023 National Defense Authorization Act
(NDAA) passed in December 2022 (which is significantly larger than
normal years) could enable 2023 revenue growth in excess of our
current forecast. We expect the 2024 NDAA budget growth to be back
in line with historical years, with the Biden administration having
already submitted a proposal for a 3% increase to the budget.
"We continue to expect Peraton will maintain above average industry
S&P Global Ratings-adjusted EBITDA margins in 2023 of around
15%-16%. Peraton incurred about $105 million in overall integration
and restructuring costs in 2022. The integrations have been mostly
completed within the past two years since its Perspecta
acquisition. We anticipate these costs will decline substantially
in 2023 by around $85 million, which will be essential for Peraton
to achieve our EBITDA margin forecast in 2023. We note there may be
risk of these costs not rolling off as the sponsor could look to
further optimize business operations.
"The stable outlook reflects our expectation that S&P Global
Ratings-adjusted EBITDA margins will remain relatively stable with
revenue growing from continued government spending on defense
initiatives.
"We could lower the ratings on Peraton if revenues and margins
decline at high rates from sustained contract losses causing
significantly reduced scale, and we view the business risk profile
less favorably.
"We could raise the ratings on Peraton if the company grows revenue
while maintaining stable margins, and uses its cash balances and
excess FOCF to prioritize debt repayment such that we believe
leverage can be sustained below 7.5x."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Peraton, as is the
case for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns."
PHOENIX SERVICES: June 21 Plan Confirmation Hearing Set
-------------------------------------------------------
Phoenix Services Topco, LLC, and its Debtor Affiliates filed with
the U.S. Bankruptcy Court for the District of Delaware a motion for
entry of an order approving the Disclosure Statement for Joint
Chapter 11 Plan of Reorganization.
On May 9, 2023, Judge Mary F. Walrath granted the motion and
ordered that:
* The Disclosure Statement contains adequate information in
accordance with section 1125 of the Bankruptcy Code and is
approved.
* June 9, 2023 at 4:00 p.m. is fixed as the last day to
execute and deliver ballots to be counted as votes.
* June 21, 2023 at 10:30 a.m. is the Confirmation Hearing.
* June 9, 2023 at 4:00 p.m. is the deadline to object or
respond to confirmation of the Proposed Plan.
* June 19, 2023 at 12:00 p.m. is fixed as the last day for the
Debtor to file and serve replies or an omnibus reply to any such
objections along with their brief in support of confirmation of the
Proposed Plan.
A copy of the order dated May 9, 2023 is available at
https://bit.ly/3MsYNQe from Stretto, Inc., claims and noticing
agent.
Attorneys for Debtor:
Jeffrey D. Saferstein, Esq.
Garrett Fail, Esq.
Ray C. Schrock. P.C.
Weil Gotshal & Manges, LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: ray.schrock@weil.com
jeffrey.saferstein@weil.com
garrett.fail@weil.com
- and -
Daniel DeFranceschi, Esq.
Richards, Layton & Finger, P.A.
One Rodney Square, 920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7816
Email: defranceschi@rlf.com
About Phoenix Services Topco
Phoenix Services Topco, LLC provides services to global
steel-producing companies, including the removal, handling, and
processing of molten slag at customer sites, and the preparation
and transportation of metal scraps, raw materials, and finished
products.
Phoenix Services Topco and eight affiliates, including Phoenix
Services Holdings Corp., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10906) on
Sept. 27, 2022. In the petitions signed by its chief financial
officer, Robert A. Richard, Phoenix Services Topco disclosed $500
million to $1 billion in both assets and liabilities.
Judge Mary J. Walrath oversees the cases.
The Debtors tapped Weil, Gotshal, and Manges, LLP and Richards
Layton & Finger, P.A. as legal counsels; AlixPartners, LLP as
financial advisor; PJT Partners, Inc. as investment banker; and
Stretto, Inc. as claims and noticing agent and administrative
advisor.
Barclays Bank PLC, as DIP and First Lien Group lender, is
represented by Gibson, Dunn & Crutcher LLP while Credit Suisse Loan
Funding LLC, as DIP lender, is represented by Pachulski Stang Ziehl
& Jones, LLP.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee of unsecured creditors in the Debtors' Chapter 11 cases
on Oct. 11, 2022. Squire Patton Boggs (US), LLP, Cole Schotz, P.C.
and FTI Consulting, Inc. serve as the committee's lead bankruptcy
counsel, Delaware counsel and financial advisor, respectively.
PILL CLUB PHARMACY: Seeks to Hire Winston & Strawn as Legal Counsel
-------------------------------------------------------------------
The Pill Club Pharmacy Holdings, LLC and affiliates seek approval
from the U.S. Bankruptcy Court for the Northern District of Texas
to hire Winston & Strawn, LLP as their legal counsel.
The firm's services include:
a. advising the Debtors with respect to their powers and
duties in the continued management and operation of their
businesses and properties;
b. advising and consulting on the Debtors' conduct during
these Chapter 11 cases, including all of the legal and
administrative requirements of operating in Chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;
e. preparing pleadings;
f. representing the Debtors in connection with obtaining
authority to continue using cash collateral and any post-petition
financing, if applicable;
g. advising the Debtors in connection with any potential sale
of assets;
h. appearing before the bankruptcy court and any appellate
courts;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to
negotiate, prepare and obtain approval of any disclosure statement
and confirmation of any Chapter 11 plan and all documents related
thereto; and
k. performing all other necessary legal services for the
Debtors in connection with the prosecution of the cases, including:
(i) analyzing the Debtors' leases and contracts and the assumption
and assignment or rejection thereof; (ii) analyzing the validity of
liens against the Debtors; and (iii) advising the Debtors on
corporate and litigation matters.
The hourly rates charged by the firm's attorneys and staff are as
follows:
Partners $1,095 - $2,040
Of Counsel $800 - $1,645
Associates $695 - $1,140
Paralegals $320 - $415
Practice Support $170 - $995
Meanwhile, the hourly rates for Winston's electronic discovery team
are as follows:
Review Attorney $185 - $295
Non-attorney Support Staff $165 to $985
As disclosed in court filings, Winston & Strawn is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Winston
& Strawn disclosed that:
-- The firm has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
-- None of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case.
-- The firm has represented one or more of the Debtors in
other capacities since March 29 2023. Since then, Winston & Strawn,
LLP has not adjusted its rates.
-- Although the Debtors and Winston & Strawn have not prepared
a formal budget and staffing plan, the firm provided the Debtors
with a good faith estimate of its fees in connection with these
Chapter 11 cases, which is reflected in the line item for
"Restructuring Professional Fees" in the Debtors' interim budget.
The firm can be reached through:
Timothy W. Walsh, Esq.
Emma Fleming, Esq.
Winston & Strawn, LLP
200 Park Avenue
New York, NY 10166-4193
Tel: (212) 294-6700
Fax: (212) 294-4700
Email: twwalsh@winston.com
Email: efleming@winston.com
-- and --
Katherine A. Preston, Esq.
Winston & Strawn, LLP
800 Capitol Street, Suite 2400
Houston, TX 77002
Tel: (713) 651-2600
Fax: (713) 651-2700
Email: kpreston@winston.com
About The Pill Club Pharmacy Holdings
The Pill Club Pharmacy Holdings, LLC is a digital healthcare
platform. The company says it is "on a mission to empower women
and people who menstruate to lead their healthiest lives." It
combines telemedicine and direct-to-consumer pharmacy.
Pill Club Pharmacy Holdings and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas
Lead Case No. 23-41090) on April 18, 2023. In the petition signed
by Elizabeth Meyerdirk, chief executive officer, the Debtors
disclosed up to $50,000 in assets and up to $50 million in
liabilities.
Judge Edward L. Morris oversees the cases.
The Debtors tapped Katherine A. Preston, Esq., at Winston and
Strawn, LLP as general bankruptcy counsel; Accordion Partners, LLC
as financial advisor; and BMC Group, Inc. as claims, noticing,
solicitation and administrative agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Akerman, LLP and Buchalter, A
Professional Corporation.
PLUTO ACQUISITION I: $873M Bank Debt Trades at 22% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Pluto Acquisition I
Inc is a borrower were trading in the secondary market around 77.6
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $873.4 million facility is a Term loan that is scheduled to
mature on June 20, 2026. About $855.8 million of the loan is
withdrawn and outstanding.
Pluto Acquisition I, Inc. provides health care services. The
Company operates in the United States.
PRA GROUP: Fitch Alters Outlook on 'BB+' LongTerm IDR to Negative
-----------------------------------------------------------------
Fitch Ratings has affirmed PRA Group Inc.'s (PRA) Long-Term Issuer
Default Rating (IDR) and senior unsecured debt ratings at 'BB+'.
The Rating Outlook has been revised to Negative from Stable.
KEY RATING DRIVERS
IDR and Senior Debt
The Negative Outlook reflects the increase in PRA's leverage (gross
debt-to-adjusted EBITDA) in 1Q23 above Fitch's downgrade trigger of
2.5x given slowing collection activities in a more challenging
operating environment. Failure to reduce leverage to 2.5x or below
within the Rating Outlook horizon could result in a one-notch
rating downgrade.
PRA's ratings remain supported by its leading global franchise
within the debt purchasing sector, with a dominant market position
in the U.S. and a strong presence across 18 countries in Europe,
the Americas and APAC.
The ratings remain constrained by PRA's monoline business model,
primarily servicing charged-off consumer debt, continued lack of
meaningful portfolio growth opportunities, and limited contingent
liquidity resources. Additional constraints include the potential
for heightened regulatory scrutiny of the consumer collections
businesses (as evidenced by the recent CFPB settlement).
PRA reported a net operating loss of $34 million for 1Q23, compared
with net operating income of $72 million in 1Q22 driven mainly by a
write-down in expected future cash collections for select U.S.
portfolio vintages and to a lesser degree non-recurring cost items
(including severance expenses related to the recent change in the
CEO and other workforce reductions as well as certain case-specific
litigation expenses). The negative operating income resulted in a
breach of PRA's profitability covenant in its revolving credit
facilities, which was subsequently waived by its lenders. Fitch
views covenant breaches negatively as this could create increased
uncertainty with respect to funding flexibility.
Adjusted EBITDA was $233 million in 1Q23, or $1.0 billion for the
trailing 12 months (TTM) ended 1Q23; down from record levels
delivered in recent years. The EBITDA margin (adjusted for
portfolio amortization) declined to 59.7% for the TTM ended 1Q23,
compared with a 63.2% average from 2019-2022. Fitch anticipates
earnings to remain under pressure over the short-to-medium term as
the collection experience normalizes against record levels seen in
2020 and 2021; however, profitability metrics should remain
appropriate relative to the assigned rating category.
PRA's leverage was 2.9x for the TTM ended 1Q23 (versus 2.3x in
2022). Proforma for the planned paydown of the $345 million
convertible notes in June 2023, leverage would be approximately
2.6x. Leverage could remain above the 2.5x negative sensitivity
threshold given continued pressure on adjusted EBITDA amidst a
challenging collection environment as well as future spend on
portfolio purchases. The pace of deleveraging remains subject to an
improvement in collections as a result of portfolio purchases made
in recent quarters.
Fitch also considers gross debt-to-tangible equity as a
complimentary leverage metric, which was 3.5x as of 1Q23, proforma
for the planned debt paydown in June and below Fitch's 5x downgrade
trigger.
PRA's long-term funding consists of secured revolving credit
facilities, a term loan, and unsecured notes (totaled $2.6 billion
on a proforma basis). The unsecured funding mix was approximately
40% of total debt as of March 31, 2023, consistent with a year ago.
However, Fitch expects the unsecured funding mix to trend
incrementally lower in the near term should PRA fund portfolio
growth with available capacity from secured credit facilities.
Near-term liquidity is supported by cash on the balance sheet of
$116 million and undrawn and available revolving credit capacity of
approximately $437 million at end-1Q23. Fitch views PRA's liquidity
position as adequate as the company also has the flexibility to
moderate the pace of portfolio purchases vis a vis collections and
to conserve liquidity.
The unsecured debt rating is equalized with PRA's Long-Term IDR,
reflecting Fitch's expectation of average recovery prospects in a
stressed scenario as the negative impact from the presence of
significant secured funding in a priority position is offset by
lower total leverage.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Failure to sustainably reduce debt/adjusted EBITDA below 2.5x due
to a sustained reduction in earnings and adjusted EBITDA generation
and/or outsized debt-funded portfolio acquisitions;
- An increase in debt/tangible equity above 5x;
- A shift to a largely secured balance sheet funding model with the
unsecured mix below 20%;
- A weakening in asset quality, as reflected in acquired debt
portfolios significantly underperforming anticipated returns or
repeated material write-downs in expected recoveries;
- An adverse operational event or significant disruption in
business activities (for example arising from additional regulatory
intervention in key markets adversely impacting collection
activities), thereby undermining franchise strength and business
model resilience.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
A revision in the Rating Outlook to Stable would be dependent on
improved operating performance that contributes to a sustained
reduction in cash flow leverage below 2.5x over the next 12 to 18
months.
Beyond that, positive rating action could result from:
- Unsecured debt greater than 40% of total debt on a sustained
basis;
- Leverage maintained consistently below 2.0x through the cycle on
a debt/adjusted EBITDA basis and below 4.0x on a debt/tangible
equity basis;
- Demonstrated franchise strength and earnings resilience through
the current economic cycle.
PRA's senior unsecured debt rating is primarily sensitive to
changes in the group's Long Term IDR and secondarily to the
funding mix and recovery prospects on the unsecured debt. A
material increase in the proportion of secured debt, which weakens
recovery prospects for unsecured debtholders in a stressed scenario
could result in the unsecured debt rating being notched down below
the IDR.
ESG CONSIDERATIONS
PRA Group, Inc. has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the
importance of fair collection practices and consumer interactions
and the regulatory focus on them, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.
PRA Group, Inc. has an ESG Relevance Score of '4' for Financial
Transparency due to the significance of internal modelling to
portfolio valuations and associated metrics such as estimated
remaining collections, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors. These are features of the debt purchasing sector as a
whole, and not specific to the company.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Prior
----------- ------ -----
PRA Group, Inc. LT IDR BB+ Affirmed BB+
senior
unsecured LT BB+ Affirmed BB+
PRIMARY PRODUCTS: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Primary Products Finance
LLC (Primary Products), including the company's Long-Term Issuer
Default Rating (IDR) at 'BB'. Fitch has assigned a Long-Term IDR to
Primary Products Investments LLC of 'BB'. The Rating Outlook is
Stable.
The ratings consider Primary Products' strong market position in
the mature corn-derived products industry, ample liquidity
supported by good FCF expectations, and Fitch-calculated leverage
of low-to-mid-3x during the forecast horizon. This is offset by
narrow diversification and limited scale with operating EBITDA
estimated in the upper-$200 million range in FY 2023.
Fitch estimates FCF of around $30 million in FY 2023, increasing to
around $100 million thereafter, which could provide Primary
Products with financial flexibility to invest in organic growth and
return of capital to shareholders.
Fitch has affirmed and withdrawn the Long-Term IDR for Primary
Products Holdings LLC as it is no longer considered relevant to
Fitch's coverage given it is not a financial filer or issuer of
debt.
KEY RATING DRIVERS
Major Player in Mature Corn-Derived Products Industry: In July
2021, KPS Capital Partners, LP entered into an agreement to
purchase a controlling 50.1% stake in Primary Products, formerly
Tate & Lyle PLC's Primary Products Segment, which serves the
Americas and generated $2.4 billion in revenue for fiscal 2022
(ended March). Tate & Lyle completed the sale on April 1, 2022.
Primary Products' main segments include sweeteners (42% of fiscal
2021 net revenue), industrial starches (12%), acidulants (8%), and
other co-products of the corn wet-milling process.
Fitch views the corn-derived products industry as relatively stable
and mature with Primary Products positioned as one of four top U.S.
players. Fitch's base case does not contemplate any major new
entrants or new competition; instead, large incumbents have been
diversifying capacity away from corn-derived products.
Structural Decline in High Fructose Corn Syrup (HFCS): Primary
Products is solely focused on corn-derived bulk ingredients, while
other peers such as Ingredion Incorporated (BBB/Stable) and Tate &
Lyle have pivoted toward higher growth specialty ingredients
markets with a heavier focus on innovation.
Fitch expects industry demand for HFCS, which generated around 28%
of fiscal 2021 net revenue, will experience structural declines in
the low-to-mid single digits annually. However, growth in demand
for Primary Products' other sweeteners such as dextrose, and other
corn-derived products such as industrial starches, is projected to
offset the decline in HFCS, driving longer- term revenue growth in
the low single digits.
HFCS Critical for Major Customers: HFCS is a critical input for
major customers, as switching costs toward other sweetener
alternatives are high given the inherent risk with altering
formulations of packaged food products, particularly those with
historic brands, flavors and mouthfeel. Industry capacity
utilization for HFCS has remained at approximately 75% over the
last 20 years, and no new capacity has been added in the last 15
years. Consequently, the industry has rationalized marginal
facilities and reallocated production capacity to alternative and
growing uses.
While high industry utilization rates benefit Primary Products over
the medium term, the long-term reduction in capacity signals a
mature HFCS market that is in structural decline, one that other
competitors continue to exit in search of higher growth, higher
margined products.
Fitch views the partnership with Tate & Lyle, which is one of
Primary Products' largest customers, as key for the company due to
long-term contractual volume commitments that supports more steady
demand to maintain higher utilization rates. Fitch believes Primary
Products maintains good flexibility to optimize its grind mix among
different products and could allocate a growing portion to Tate and
Lyle's specialty ingredients over time that offsets HFCS declines.
As such, Fitch views the relationship with Tate & Lyle as
supporting a stable profitability stream with Primary Products
effectively receiving a tolling margin and distribution charge for
its services.
Consistent EBITDA through Commodity Cycles: Primary Products is
relatively insulated from volatile commodity prices as
approximately 75% of volumes are produced under tolling contracts,
which effectively allows the company to earn a spread, or fixed
processing fee, regardless of the price of corn. The remaining 25%
are flat price contracts, against which Primary Products has
historically entered into hedging programs to help mitigate price
risk. Co-products revenue can also serve as a natural hedge to
offset volatility. Primary Products' EBITDA has historically shown
resiliency through commodity cycles.
Primary Products has successfully passed along higher prices
following contractual discussions with customers, which, along with
operational improvements, should help support improved gross profit
though the forecast period. Plans for material on-going maintenance
and modernization of existing operations are expected to remain a
near-term drag on margins and production capacity.
Modestly Levered, Good FCF: Leverage (total debt/EBITDA after
affiliate distributions) in the mid-3x in FY 2023 is expected to
decline over the forecast period to the low-3x range. Fitch's
forecast assumes low-to-mid single digit EBITDA growth. The company
paid down close to $150 million in debt in first-half FY 2023.
Fitch assumes FCF, projected to increase to around $100 million
annually starting in FY 2024, could be used towards organic growth,
return of capital to shareholders and acquisitions over the medium
to long-term. Primary Products' capital allocation policy for the
near term is expected to prioritize growth of the business, through
organic growth as well as preventative maintenance and
modernization of the operations.
Parent Subsidiary Linkage: Fitch's analysis includes a weak
parent/strong subsidiary approach between the parent, Primary
Products Investments LLC and its subsidiary. Fitch assesses the
quality of the overall linkage as high, which results in an
equalization of IDRs across the corporate structure.
DERIVATION SUMMARY
Primary Products' 'BB'/Stable rating reflects the strong market
position in the mature corn-derived products industry for the food
and industrial markets, ample liquidity supported by good FCF
expectations, and moderate Fitch-calculated leverage in the
mid-to-lower 3x over the forecast period. These factors are offset
by narrow product diversification and limited scale.
Ingredion Incorporated's 'BBB'/Stable rating benefits from its
globally diverse product portfolio and stable underlying business
model focused on starches and sweeteners, with increasing exposure
to higher value, higher margin on-trend specialty ingredients.
These have supported relatively resilient operations during the
coronavirus pandemic. Ingredion took several actions to address
operating pressures over the last few years related to secular
changes in its core businesses, combined with further efficiency
and process initiatives that Fitch expects should reduce earnings
volatility and assist more predictable long-term earnings growth.
Fitch expects Ingredion will continue to demonstrate good financial
discipline, including consistent capital allocation polices around
growth investments, bolt-on M&A and shareholder return initiatives
that support leverage expectations in the mid-2x range over the
forecast period.
Darling Ingredients, Inc.'s 'BB+'/Stable rating reflects the
company's leading market position as a globally diversified
ingredient processor that has benefited from higher profitability
due to increasing demand for low-carbon fuels, which supports
higher fat prices. Fitch's forecast assumes these strong tailwinds
will moderate over the medium term, but remain structurally higher,
supported by renewable diesel demand pull.
Fitch's forecast assumes Darling will manage leverage to
approximately 3.0x or less. Leverage could edge above 3.0x to
consummate transactions and deleveraging largely through a
combination of EBITDA growth, Diamond Green Diesel dividend
contribution and debt reduction. Upward rating momentum considers
increased clarity and/or track record regarding financial policy,
including leverage sustained below 3.0x, DGD dividend contribution
and progress on acquisition integration.
KEY ASSUMPTIONS
- Revenues increase by roughly 16% to around $2.8 billion in FY2023
(ending March) driven largely by the rise in corn commodity prices
and continued strong demand. In FY 2024, revenues increase as corn
prices are expected to continue to increase by over 10% as per the
USDA, combined with recent contractual price increases. Fitch
assumptions also include continued low-to-mid-single declines in
the HFCS segment offset by growth in other categories including
other sweeteners including dextrose and corn syrup.
- Fitch-calculated operational EBTIDA is expected in the upper $200
million in FY2023 given inflationary pressures and rising costs. In
FY2024, Fitch expects EBITDA in the $300 million range driven
mostly by recent price increases.
- Fitch expects FCF of around $30 million in FY2024, rising to
around the $100 million range annually absent considerations from
commodity volatility. Fitch forecasts capex of approximately $100
million in FY2023 to fund modernization and efficiency investments
in the existing operations. The forecast does not contemplate any
dividends paid by Primary Products to KPS (50.1% owner) or Tate &
Lyle (49.9% owner).
- Primary Products' capital allocation policy is expected to
prioritize growth of the business through organic growth. To the
extent that there remains FCF after investing into future growth,
the company could consider distributions to shareholders as well as
M&A.
- Fitch-calculated leverage is projected to around the mid-3x in
FY2023 and is expected to decline to the low-3x over the forecast
period.
- The company took steps to reduce variable interest rate exposure
via the use of $600 million in interest rate swaps, which
effectively establishes half of its total $1.1 billion in debt
outstanding at a fixed interest rate. Interest rate assumptions,
using SOFR benchmarks, is estimated at around 5% in FY2024,
declining to just below 3% in FY2026.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA growth to over $400 million based on increased product
diversification away from corn derived products and/or geographic
diversification, while committing to maintain leverage below 3.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Leverage sustained above 4.0x as a result of financial
performance below Fitch's expectations, and/or as a result of large
M&A debt funded transaction, or leveraging capital returns.
LIQUIDITY AND DEBT STRUCTURE
Sufficient liquidity: As of Dec. 31, 2022, the company had $23
million in cash and cash equivalents, $219 million of borrowing
availability on its ABL and $100 million available on its undrawn
revolver.
The company's debt structure includes an ABL of $400 million ($219
million available, which reflected the $60 million of borrowings
outstanding under the ABL and $41 million of outstanding letters of
credit), $100 million in RCF (undrawn) and a $1.06 billion term
loan, which calls for principal re-payments of 1% per year. The ABL
and RCF have maturities of April 1, 2027 and the TL maturity is
April 1, 2029.
The ABL agreement includes a springing fixed charge coverage ratio
(FCCR) of 1.0x if excess availability is less than the greater of
$22.5 million and 10% of the line cap. The first lien cash flow
revolver and term loan include an excess cash flow sweep provision
at 50% with a step down to 25% at 2.25x net first lien leverage.
The cash flow revolver is subject to a springing net first lien
leverage test at 5.25x, when 35% of the facility is drawn.
ISSUER PROFILE
Primary Products is a leading provider of corn-derived products,
including sweeteners, industrial starches, acidulants, and other
co-products of the corn wet-milling process, including fuel ethanol
and corn derivatives used for animal feed and corn oil.
SUMMARY OF FINANCIAL ADJUSTMENTS
Stock-based compensation, leverage metrics adjusted for JV
dividends, and other one-time adjustments related to the
transaction.
ESG CONSIDERATIONS
Primary Products has an ESG Relevance Score of '4' for Exposure to
Social Impacts due to shifting consumer preferences with reducing
sugar consumption, and more acutely reducing HFCS, which has
affected demand for certain packaged foods and beverages with
higher levels of sugars or sweeteners. Fitch expects demand for
HFCS to structurally decline in the low-to-mid single digits
annually. These trends have caused large CPG companies, including
Primary Products' major customers such as The Coca-Cola Company and
PepsiCo Inc. to modify and extend portfolios by reformulation of
brands to adapt to changing consumer behaviors. This 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 Prior
----------- ------ -------- -----
Primary Products
Holdings LLC LT IDR BB Affirmed BB
LT IDR WD Withdrawn BB
Primary Products
Investments LLC LT IDR BB New Rating
Primary Products
Finance LLC LT IDR BB Affirmed BB
senior secured LT BBB- Affirmed RR1 BBB-
senior secured LT BB+ Affirmed RR2 BB+
PRIME HEALTHCARE: Fitch Affirms LongTerm IDR at B, Outlook Negative
-------------------------------------------------------------------
Fitch Ratings has affirmed Prime Healthcare Services, Inc.'s (PHSI)
ratings, including its Long-Term Issuer Default Rating (IDR) at 'B'
and instrument/recovery ratings on its ABL at 'BB'/'RR1' and senior
secured notes at 'B'/'RR4'. The Rating Outlook remains Negative.
The 'B' IDR and Negative Outlook reflect a business that has
benefitted in recent years from moderate leverage and ample FCF
prior to a sharp 2022 EBITDAR decline boosting rent-adjusted
leverage well over Fitch's negative rating sensitivity level of
5.0x. Fitch expects EBITDAR to rebound in 2023-2024 driven by the
likely resolution of several idiosyncratic challenges and other
favorable developments.
Extraordinary increases in staffing costs reduced 2022 EBITDAR by
nearly $150 million amid pandemic-driven disruption of the hospital
industry labor market that peaked in 1Q22 and has subsided steadily
and materially since. At PHSI's Reno-based St. Mary's Regional
Medical Center, surgical cases declined nearly 30% in 4Q22 due in
large part to a leading ortho practice opening a specialty ASC and
urgent care center two blocks away in late 2021 and peer UHS
(BB+/Stable) opening a new 170-bed replacement hospital only eight
miles away in early 2022. St. Mary's is now seeing material
improvement, offering significant upside to depressed 2022 EBITDAR
levels.
At PHSI's NJ hospitals, elective cases declined sharply driven by
the implementation of state COVID-19 restrictions in 1Q22 (since
withdrawn) and due to challenging contract negotiations with a
major national payor leading PHSI to exit its network, a dispute
resolved in 2H 2022 with recurring upside to legacy economics. 2023
EBITDAR should also benefit by nearly $40 million from CA Medicaid
payment increases.
CY 2022 did have its bright spots, including PHSI right-sizing
reported non-labor costs by 5%, redeeming over $50 million of its
bonds and purchasing nine formerly-leased hospitals, enhancing the
collateralization of its bonds with $25 million in recurring
benefits to FCF. While execution risk is a factor, Fitch sees
EBITDAR leverage declining from 11.0x at YE 2022 to below 6.0x at
YE 2023 and below 5.0x at YE 2024.
KEY RATING DRIVERS
Durable Business Recovering from Labor Market Disruption: Like
other for-profit healthcare providers, PHSI has historically
exhibited more durable revenue and operating margins than the
typical corporate issuer due to demand characteristics that are
generally less discretionary and economically cyclical. Cash flow
has also been more predictable, with high-quality receivable
counterparties and good visibility on moderate capex needs.
However, in 2022, the COVID-19 pandemic constrained key elective
procedure volumes, elevated labor demand and pressured labor supply
industry-wide, leading PHSI as a lower-margin hospital operator to
experience severe margin pressures.
Fitch expects PHSI can cut labor costs sufficiently to deleverage
below 5.0x EBITDAR and restore FCF to positive levels consistent
with its 'B' IDR by YE 2024 and nearly a year prior to the Nov.
2025 maturity of its bonds. Fitch also expects PHSI to restore
EBITDAR margins to double-digit levels within a year by: (1)
leveraging internal and external human resources assets to use
temporary staff more efficiently and recruit and retain full-time
labor more effectively; (2) refining staffing/care models to reduce
reliance on higher-cost labor; (3) renegotiating higher
reimbursement from commercial payors (and receiving
inflation-indexed rate updates from Medicare); and (4) reducing
full-time employee wage supplements as declining severity and
frequency of COVID infections better align labor demand and supply.
While PHSI absorbed nearly $150 million of staffing cost increases
in 2022, PHSI's utilization and overall cost of temporary staffing
has been subsiding steadily and materially. Fitch thus expects 2023
EBITDAR to rise materially as PHSI reduces the incremental labor
costs incurred in 2022.
Concentration Risk and Smaller Scale Entail Higher Volatility:
Fitch continues to expect PHSI to exhibit higher volatility in
EBITDAR and cash flow through the cycle than its for-profit health
system peers due to its smaller scale, higher mix of ED care and
lower operating margins. Fitch also continues to see mixed
implications from PHSI's distinct concentration on ED care. While
demand for ED care is less-discretionary than that for other
service lines and less susceptible to outpatient migration,
favorably suggesting more durable volumes, its skew toward Medicaid
and Medicare, which reimburse ED care at rates below those paid by
commercial health insurers, is likely to constrain margins.
PHSI's credit profile also entails higher concentration risk
whether based on geography (about 70% of 2022 revenue was generated
in CA, NV and NJ, with over 40% of revenue from CA alone), service
line (ED accounts for over 85% of admissions) and Medicaid
reimbursement exposure, including its reliance on CA's Hospital
Quality Assurance Fee (QAF) program. While Fitch expects PHSI to
maintain material cash flow from CA's QAF program and an
anticipated increase in funding is likely to boost EBITDAR in 2023,
Medicaid could be a target to the extent budget pressures mount
with potential for cuts that could pressure PHSI's financial
results materially.
While there is also potential for enrollment cuts in 2023 and 2024
(more likely the latter) as part of the recently-initiated Medicaid
eligibility redetermination process, Fitch believes that the
availability of heavily-subsidized ACA exchange health insurance
coverage is likely to mitigate the negative impact.
Historically Conservative Financial Policy: With leverage well over
historical levels in 2022 but likely much less elevated in
2023-2024, Fitch's long-term forecast reflects a continuing
expectation that PHSI will look to operate with rent-adjusted
leverage of 4.0x-5.0x, which is about average relative to its
for-profit health system peers. While debt-financed acquisitions
could pressure PHSI's ratings if rent-adjusted debt were expected
to exceed 5.0x EBITDAR beyond 2023-2024, Fitch does not expect M&A
to entail risk of a material leveraging event.
Growth via Acquisitions and Operational Improvements: While PHSI
assembled its hospital portfolio over the last two decades via
lease- and debt-financed acquisitions, its purchase of St. Francis
Medical Center (Lynwood, CA) in 2020 marked its only acquisition
since 2016. Its growth strategy focuses on acquiring and improving
results at underperforming ED-focused hospitals, and PHSI's
quality-of-care statistics, historical cost reductions and (to a
lesser extent) revenue improvements suggest its strategy has been
largely successful.
Having said that, Fitch has limited visibility on the degree to
which case mix has improved due to appropriate changes in billing
practices (e.g. reducing avoidable claim denials) rather than
practices that are harder to justify (e.g. as alleged in past legal
disputes). Also, while Fitch expects PHSI to focus on reducing
labor costs to improve margins, its higher-risk turnaround-oriented
acquisition strategy renders execution paramount.
Corporate Governance Increases Risk: Privately-held PHSI has a
complex corporate structure and concentrated ownership that has
potential to influence its managerial judgment and board oversight,
which has potential to complicate evaluation of its financial
performance and the prudence of related party transactions. PHSI
notably manages 14 of 15 hospitals that it previously donated to
related not-for-profit Prime Healthcare Foundation (PHF). However,
Fitch notes that bondholders recently benefitted from related
parties of PHSI issuing unsecured junior debt to fund nearly 70% of
its $366 million acquisition of nine previously-leased hospitals in
2022.
Fitch also notes that PHSI has a history of litigation, having paid
$34 million in 2021 and $62 million in 2018 to settle DOJ False
Claims Act allegations including fraudulent billing and kickbacks,
which follows its resolution of nearly a decade of litigation with
Kaiser Permanente in 2015. There is also risk of PHSI potentially
acting to benefit its private owners in a default or restructuring
to the potential detriment of creditor recoveries.
DERIVATION SUMMARY
Relative to its for-profit health system peers, PHSI (B/Negative)
is smaller in terms of revenue and more geographically
concentrated, which increases potential volatility in EBITDAR and
FCF. Its hospitals rely more on Medicaid ED cases and less on
elective treatments for commercially-insured patients, which
provides some durability to revenue but at lower margins given
Medicaid's lower payment rates and the lower acuity mix of ED
volumes generally. This is evident in its lower levels of revenue
and EBITDAR relative to peer Universal Health Services (UHS;
BB+/Stable) despite their similar number of hospitals.
PHSI has historically offset some of the aforementioned risks by
operating with EBITDAR Leverage in the middle of the range typical
of its publicly-traded health system peers. UHS and Tenet
Healthcare (B+/Stable) have recently maintained EBITDA Leverage of
2.0x-3.0x and 5.0x-6.0x, respectively, and Community Health Systems
(B-/Negative) is currently leveraged well over 8.0x albeit
targeting sub-6.0x levels.
PHSI entails higher group transparency and governance risks than
its for-profit health system peers due to concentrated private
ownership and extensive relationships with related parties, among
them PHF (BBB/Positive), to whom it donated 15 hospitals of which
it now manages 14 in exchange for fees paid by PHF. While this
management arrangement creates some operational overlap between
PHSI and PHF, Fitch does not consider there to be a
parent/subsidiary relationship between them as they are independent
entities, PHSI is not owned by PHF, and PHF is not owned by PHSI or
its parent, Prime Healthcare Holdings, Inc. Moreover, neither
guarantees of debt nor cross-default risk exists between them, and
Fitch does not expect PHSI would provide support to PHF
financially.
KEY ASSUMPTIONS
- Low single-digit organic revenue growth, primarily driven by low
single-digit patient volume growth;
- EBITDAR margins improve to 10% in 2023 and to 11% thereafter,
assuming stabilization in contract labor utilization;
- CAPEX of about $75-$80 million annually in 2023-2024 and about
$95 million-$100 million annually thereafter;
- Repayment of $23 million of Medicare Advances in 2023;
- Positive FCF of about $90 million in 2023 and about $150
million-$200 million annually thereafter, assuming $10 million of
dividends paid annually to PHSI's founder;
- Repurchase the sale-leaseback obligations due in Jun. 2023 for
about $100 million and $150 million of acquisitions annually in
2024-2026 financed with FCF;
- EBITDAR Leverage sustained at or above 5.0x in 2023-2024,
declining gradually thereafter to about 4.0x by 2026; and
- No allocation of FCF to voluntary debt repayments.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Improving operating results expected to sustainably reduce
EBITDAR Leverage below 4.0x;
- PHSI diversifying service mix away from ED services, better
aligning it with secular trends; and
- Evidence of improvement in corporate governance to levels no
longer adversely affecting its ratings.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Deteriorating operating results expected to sustainably increase
EBITDAR Leverage over 5.0x;
- FCF declining from "durably positive" levels and expected to be
sustained at negative levels; and
- Evidence of weak corporate governance independently warranting
lower ratings under Fitch's Criteria.
LIQUIDITY AND DEBT STRUCTURE
Improving Liquidity Profile: Liquidity included $68 million of ABL
revolver availability and $148 million in cash as of YE 2022. Fitch
expects PHSI to generate positive FCF averaging about $150 million
annually over the forecast period, assuming repayment of $23
million of Medicare Advances in 2023 and $10 million of dividend
payments annually to PHSI's founder. Fitch expects PHSI to have
financial flexibility to pursue acquisitions potentially resuming
in the near term, and to repurchase/refinance sale-leaseback
obligations due in 2023 and 2025.
Debt Structure: As of December 2022, debt consists of $287 million
drawn on its $450 million ABL revolver and $874 million of senior
secured notes (plus $245 million of related party unsecured debt),
which have an equity interest in hospitals collateral securing
related lease liabilities of $608 million.
Derivation of Recovery Ratings and Debt-Level Ratings: The
'BB'/'RR1' rating on the ABL revolver and the 'B'/'RR4' rating on
the senior secured bonds reflect Fitch's estimated recoveries in a
restructuring scenario of 91%-100% for the ABL and 31%-50% for the
bonds and Fitch's notching of instrument ratings from the 'B' IDR,
both based on a bespoke recovery analysis. This assumes that PHSI
would be reorganized in bankruptcy as a going concern, rather than
liquidated, to maximize the value distributable to claims.
Fitch assumes PHSI would likely default and/or restructure if
EBITDAR were to decline below $300 million, which would likely
entail elevated refinancing risk with leverage well above
acquisition multiples for its hospitals and PHSI burning cash
unsustainably. This scenario could involve material cuts to
Medicaid and/or Medicare reimbursement, adverse changes to Medicaid
provider fee programs and/or reductions to, or the elimination of,
management fees PHSI receives from related not-for-profit PHF.
Fitch believes that any upside in restructuring from corrective
measures would likely be immaterial amid limited potential cost
offsets to a unilateral reduction in government reimbursement,
especially as PHSI has long focused on improving the financial and
operating results of its acquired hospitals, including eliminating
redundancies. Fitch expects PHSI would likely lose the fees it
earns today from managing 14 hospitals owned by PHF, given the
latter has strong financial incentives and contractual rights that
are likely to conflict with those of PHSI's creditors, with EBITDAR
thus likely declining to about $222 million, a going-concern (GC)
level well below PHSI's EBITDAR upon entering bankruptcy.
Fitch also assumes that the senior secured lenders, were they to
enforce their first-lien security interest in PHSI's owned
hospitals, would benefit only from the EBITDA generated by PHSI's
owned hospitals, without the benefit of any equity value in the
hospitals leased by PHSI, due to the likely rejection or amendment
of those leases leaving minimal (if any) equity value.
Fitch thus estimates that the aggregate collateral securing the ABL
revolver and senior secured notes could be valued at $746 million
reflecting two inputs: the first derived by applying a 6.25x EBITDA
multiple (discussed further below) on $100 million of GC EBITDA,
based on Fitch's estimate of the share of PHSI's total GC EBITDAR
that its owned hospitals would generate; the other comprising $121
million of Additional Value based on Fitch's estimate of
receivables generated by leased hospitals collateralizing its ABL
revolver, in addition to those generated by the owned hospitals and
captured above. The sum of these amounts is reduced by 10% to cover
assumed administrative claims in a restructuring, netting
distributable proceeds of $671 million.
Fitch's assumption of a 6.25x EV/EBITDA multiple reflects
historical bankruptcy exit multiples for peer companies with a
median value of 6.00x-6.50x, acquisition multiples for hospitals
acquired by PHSI and trading multiples of its publicly-traded
for-profit health system peers, which have generally ranged from
6.50-9.50x since 2011. In applying distributable proceeds of $671
million, Fitch assumes PHSI's $450 million ABL revolver is drawn in
the amount of $355 million and that outstanding senior secured
notes total $874 million.
Fitch does not assume any material collateral leakage via
dispositions, contributions, restricted payments, etc. ahead of a
restructuring, but notes the possibility thereof, particularly via
restricted payments as defined under PHSI's debt agreements. The
assumed scenario and calculation of certain assumptions including
EBITDAR at time of restructuring, GC EBITDAR and related valuation
multiples are unchanged from prior reviews. Other assumptions such
as debt balances or contribution mix between leased and owned
assets have changed from prior reviews due to factual changes.
Fitch is also describing the assumptions differently than in prior
rating action commentaries by focusing on collateral supporting the
ABL and the bonds.
ISSUER PROFILE
Privately-held Prime Healthcare Services, Inc. (PHSI) operates 31
urban acute care hospitals having above-average concentration in
payor mix and case mix (skewing toward Medicaid-funded ED care) and
geography. PHSI also manages 14 acute care hospitals owned by Prime
Healthcare Foundation (PHF), a related-party charity established by
PHSI's founder.
ESG CONSIDERATIONS
PHSI has ESG Relevance Score of '4' for Exposure to Social Impacts,
due to pressure to contain healthcare spending growth, the highly
sensitive political environment, and social pressure to contain
costs or restrict pricing.
PHSI has ESG Relevance Score of '4' for Governance Structure, due
to the significant control the Reddy family has via its ownership,
role within senior management and ability to influence the
composition of PHSI's board of directors (the expertise and
oversight of which is unclear due to limited disclosure).
PHSI has ESG Relevance Score of '4' for Group Structure, due to the
occurrence of related party transactions where benefits to its
private owners have been greater than those to creditors. For
example, PHSI's donation of 15 hospitals (about 1/3 of its
portfolio at the time) to related not-for-profit, PHF, created tax
advantages for its owners but reduced bondholder collateral value,
which Fitch views as a net negative for the credit, despite PHSI
retaining much of their cash flows via fees received from PHF for
continuing to manage and operate 14 of these facilities.
These ESG Relevance Scores are negatives within the credit profile
and relevant to the ratings alongside 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 Prior
----------- ------ -------- -----
Prime Healthcare
Services, Inc. LT IDR B Affirmed B
senior secured LT B Affirmed RR4 B
senior secured LT BB Affirmed RR1 BB
PRIME HEALTHCARE: Moody's Cuts CFR to B3 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service downgraded Prime Healthcare Services,
Inc.'s Corporate Family Rating to B3 from B2 and its Probability of
Default Rating to B3-PD from B2-PD. Moody's also affirmed the B3
rating of the company's senior secured first lien notes and revised
the outlook to stable from negative.
The downgrade of Prime Healthcare's ratings reflects weak liquidity
and Moody's expectation of elevated financial leverage in the next
few quarters. The company's debt/EBITDA rose to approximately 9.7
times at the end of December 2022 from high-3.0 times a year ago.
The primary drivers for the spike in financial leverage were a
surge in operating expenses and one-off events that pressured the
profitability of the company's hospitals in New Jersey and Nevada.
Increased contract labor costs contributed to the increase in
operating expenses. As temporary labor utilization and costs come
down, the company's financial leverage will decline going forward.
However, Moody's expects that debt/EBITDA will still remain very
high, above 6.0 times, in the next 12-18 months. In addition, Prime
Healthcare's liquidity is weak reflecting limited internal cash
sources and heavy utilization of the company's asset-based lending
(ABL) revolver. The ABL revolver expires in August 2024 and the
company's cushion for the fixed charge ratio financial covenant, if
tested, is minimal.
The outlook is stable. Moody's expects that the company's operating
and financial performance will gradually improve in the next 12
months. The improvement will come from a combination of lower
contract labor costs and utilization, as well as the absence of the
one-off events that happened in 2022.
Social and governance risk considerations are material to the
rating action. From governance perspective, the company's
substantial underperformance in 2022, partly because of loss on
equity investment, reflects weak financial policies and risk
management. Social risk considerations include the company's
reliance on highly specialized clinical labor, which makes it
vulnerable to worsening supply-demand imbalance of such labor and
the resultant spike in labor costs. This social risk became more
pronounced after the COVID pandemic, which triggered increased
retirement and a shift from permanent positions to temporary
staffing, especially for nurse professionals.
Downgrades:
Issuer: Prime Healthcare Services, Inc.
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Affirmations:
Issuer: Prime Healthcare Services, Inc.
Backed Senior Secured 1st Lien Notes, Affirmed at B3
Outlook Actions:
Issuer: Prime Healthcare Services, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Prime Healthcare's B3 Corporate Family Rating reflects Moody's
expectation that the company will operate with modest organic
growth, very high financial leverage and limited free cash flow.
The ratings are also constrained, in part, by geographic
concentration with California and Nevada comprising around half of
the revenues and EBITDA as a result of the company's clustering
strategy for its hospital operations. Additionally, the company
derives a significant proportion of revenues from government
payors, which typically pay less than commercial payors.
The B3 Corporate Family Rating is supported by Prime Healthcare's
good scale as one of the largest for-profit hospital operators in
the US and the company's track record for being able to turn around
underperforming or distressed hospital assets.
Moody's views Prime Healthcare's liquidity as weak. The company had
$148 million in cash at the end of December 31, 2022 after drawing
approximately $287 million ($61 million available) from its $450
million ABL (unrated) revolver. The ABL revolver expires in August
2024 and the company's cushion for ABL's fixed charge ratio
financial covenant, if tested, is minimal. Moody's expects that the
company will generate positive $20-$30 million free cash flow in
2023 assuming that the dividend distribution remains comparable to
2022 (-$10 million).
The B3 rating on the senior secured first lien notes is at the same
level as the company's B3 Corporate Family Rating. This reflects
the senior secured notes' subordinated position to the company's
ABL facility, offset by a sizeable first-loss cushion from the
unsecured debt in its capital structure.
Prime Healthcare's CIS-4 score indicates that the rating is lower
than it would have been if ESG risk exposures did not exist. The
CIS-4 score reflects substantial underperformance attributable to
weak risk management and management credibility. The company's S-4
score reflects exposure to the potential impact of demographic and
societal trends in its businesses. The company is particularly
exposed to changes in reimbursement rates from government payors
because of its strategy to focus on the population insured by
government payors. The company is also exposed to human capital as
it relies on highly specialized labor to provide its services. As a
healthcare provider, Prime Healthcare is also exposed to
responsible production, which considers the company's potential
liability related to patient care. Prime Healthcare's G-4 score
considers management credibility and track record demonstrated by
the management's decision which resulted in losses on the company's
investment. In addition, the company is exposed to regulatory and
litigation risks. Prime Healthcare has been investigated by the US
Department of Justice in the past for alleged irregularities with
physician referrals and improper billing practices. Prime
Healthcare is owned by three family trusts connected to the
company's founder. The company files its taxes as an S corporation,
and as such, does not pay federal taxes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company's liquidity further
weakens, including due to inability to refinance the ABL, or its
operating performance deteriorates. The ratings may come under
pressure if Prime Healthcare undertakes significant debt-funded
acquisitions or shareholder initiatives. A downgrade could also
ensue if the company faces increased litigation risk.
The ratings could be upgraded if Prime Healthcare improves its
operating performance and liquidity. Further, the ratings could be
upgraded if Prime Healthcare improves its free cash flow and
reduces financial leverage. Quantitatively, ratings could be
upgraded if debt/EBITDA was sustained below 6.0 times. The
company's ability to remain in compliance with the terms of its
corporate integrity agreement with the government would be needed
for a rating upgrade.
Prime Healthcare Services, Inc., headquartered in Ontario, CA, is
an owner and operator of acute care hospitals. As of December 31,
2022, the company owned/operated 31 hospitals with 6,538 licensed
beds in 11 states. Prime Healthcare Services, Inc. also managed the
operations of 13 additional hospitals for Prime Healthcare
Foundation, a not-for-profit public charity. The company's revenue
for the fiscal year 2022 was approximately $4.1 billion.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
RICH'S FOOD: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Rich's Food and Liquors, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance, through June 7, 2023.
As adequate protection for any use or diminution in the value of
the Internal Revenue Service's interests in the Debtor's
pre-petition assets, including the cash collateral, the IRS is
granted, retroactive to the petition date, and without the
necessity of any additional documentation and filings (i)
replacement liens in all post-petition property of the Debtor,
including all cash collateral, to the same extent, validity, and
priority as the IRS had pre-petition in such property, (ii) an
adequate protection payment to the IRS in the amount of $1,000 each
month to be made in collected funds on or before the 15th day of
each month with the first such payment due May 15,2023, and (iii) a
priority claim pursuant for the diminution in value, if any, of the
IRS' interest in the pre-petition collateral.
The Debtor will maintain and pay premiums for insurance to cover
all of its assets from fire, theft, water damage, and any other
casualty events to the same extent and with the same coverage as
such were maintained and paid prepetition.
A final hearing on the matter is set for June 6 at 1:30 p.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3O2u6mm from PacerMonitor.com.
The Debtor projects $431,832 in total income and $17,445 in total
expenses for May 2023.
About Rich's Deli
Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors,
Inc. are family-owned and operated specialty European grocery
stores. Both stores feature mostly European and Polish products.
Rich's Food store is located at 4747 N Harlem Ave., Harwood
Heights, Ill., while Rich's Deli store is located at 857 N Western
Ave., Chicago, Ill.
Rich's Food & Liquors, Inc., and Rich's Delicatessen & Liquors Inc.
filed separate petitions for relief under Subchapter V of Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13563 and
22-13693) on Nov. 28, 2022. In the petitions filed by their
manager, Mark Allen, Rich's Food disclosed $1 million to $10
million in both assets and liabilities while Rich's Deli reported
$100,000 to $500,000 in assets and $500,000 to $1 million in
liabilities.
Judge Jacqueline P. Cox oversees the cases.
The Debtors are represented by David R. Herzog, Esq., at the Law
Office of David R. Herzog, LLC.
SCHAFFNER PUBLICATIONS: Wins Interim Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
authorized Schaffner Publications Inc. to use cash collateral on an
interim basis in accordance with the budget, with a 20% variance.
The Debtor requires the use of cash collateral to continue its
business operations.
The entities that may hold an interest in the Debtor's property,
including an interest in cash collateral as that term is defined
under 11 U.S.C. section 363 are:
Croghan Colonial Bank;
United States Small Business Administration;
Ogden News Publishing of Ohio, Inc.;
OnDeck;
Kalamata Capital Group; and
Rapid Finance.
As adequate protection to Croghan:
(a) The Debtor will continue to make to Croghan payment in the
monthly amount of $500, or such other amount as required under the
Croghan Loan Documents.
(b) In addition to any security interests preserved by section
552(b) of the Bankruptcy Code and, to the extent the stay or the
Debtor's use, sale, or lease of Croghan's collateral results in a
decrease in the value of Croghan's interest in its collateral,
Croghan will be granted a post-petition perfected security interest
under section 361(2) to the same extent and with the same priority
as Croghan held on a prepetition basis in the Debtor's property.
As adequate protection to the SBA:
(a) The Debtor will continue to make to the SBA the SBA
Payment in the monthly amount of $448.
(b) In addition to any security interests preserved by section
552(b) and, to the extent the stay or the Debtor's use, sale, or
lease of the SBA's collateral results in a decrease in the value of
the SBA's interest in its Collateral, the SBA will be granted a
post-petition perfected security interest under section 361(2) to
the same extent and with the same priority as the SBA held on a
prepetition basis in the Debtor's property.
As adequate protection to Ogden:
(a) The Debtor will continue to make to Ogden the Ogden
Payment in the monthly amount of $2,500, or such other amount as
required under the Ogden Loan Documents.
(b) In addition to any security interests preserved by Section
552(b) and, to the extent the stay or the Debtor's use, sale, or
lease of Ogden collateral results in a decrease in the value of
Ogden's interest in its Collateral, Ogden will be granted a
post-petition perfected security interest under section 361(2) to
the same extent and with the same priority as Ogden held on a
prepetition basis in the Debtor's property.
OnDeck, Kalamata and Rapid Finance are granted a postpetition
perfected security interest under section 361(2) to the same extent
and with the same priority as such creditors held on a prepetition
basis in the Debtor's property.
The Debtor will maintain insurance on all its Property in an amount
which is customarily appropriate for the nature of the Property.
The Debtor is use of cash collateral will terminate upon the
earlier of:
(a) the confirmation, conversion or dismissal of the Chapter
11 case;
(b) the Debtor's unauthorized use of the cash collateral;
(c) the Debtor ceasing operation of its business as a
Debtor-In-Possession under the Bankruptcy Code;
(d) the date of entry of a Court Order terminating the Order
for cause;
(e) entry of an order granting to either Croghan, the SBA or
Ogden relief from the automatic stay;
(f) a specific order of the Court terminating the Order and/or
the entry of a court order superseding the Order, including a final
order entered by the Court; or
(g) July 31, 2023.
A further hearing on the matter is set for July 11 at 1:30 p.m.
A copy of the Court's order and the Debtor's 90-day budget is
available at https://bit.ly/3LXIERA from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$34,958 for Month 1;
$35,158 for Month 2; and
$33,959 for Month 3.
About Schaffner Publications Inc.
Schaffner Publications Inc. is the publisher of a local newspaper,
The Beacon. The Beacon began publishing in February of 1983.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-30489) on March 27,
2023. In the petition signed by John Schaffner, president, the
Debtor disclosed up to $10 million in assets and up to $500 in
liabilities.
Judge Mary Ann Whipple oversees the case.
Eric Neuman, Esq., at Diller and Rice, LLC, represents the Debtor
as legal counsel.
SCHARN INDUSTRIES: Court OKs Cash Collateral Access Thru June 7
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Massachusetts
authorized Scharn Industries, LLC to use cash collateral through
June 7, 2023, on the same terms and conditions as set forth in the
Order dated April 5, 2023.
As previously reported by the Troubled Company Reporter, Diverse
Capital and Cloud Fund, LLC, through its servicing agent Delta
Bridge Funding LLC, assert an interest in the Debtor's cash
collateral.
As adequate protection for the use of cash collateral, Diverse and
Delta were granted replacement liens in the same types of
post-petition assets of the Debtor against which they held liens as
of the filing, but (i) only to the extent their prepetition liens
were valid, perfected and enforceable, and (ii) only to the extent
of any diminution in value of their collateral as a result of the
use of cash collateral.
A further hearing on the matter is set for June 6, 2023 at 10 a.m.
A copy of the order is available at https://bit.ly/3NYklFt from
PacerMonitor.com.
About Scharn Industries
Scharn Industries, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-10298) on Feb.
28, 2023. In the petition signed by Scott Scharn, manager, the
Debtor disclosed up to $100,000 in assets and up to $1 million in
liabilities.
Judge Janet E. Bostwick oversees the case.
The Debtor tapped Gary W. Cruickshank, Esq., at Cruickshank Law as
legal counsel and Robert S. Widell as accountant.
SHOPS@BIRD & 89: Seeks to Hire Trustee Realty as Real Estate Agent
------------------------------------------------------------------
Shops@Bird & 89, LLC received interim approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Trustee Realty, Inc. to market and sell its property located at
8934 SW 40the St., Miami, Fla.
The firm will receive a commission equal to 2.5 percent of the
purchase price.
Jason Welt, a real estate agent at Trustee Realty, disclosed in a
court filing that his firm is a "disinterested person" as required
by Section 327(a) of the Bankruptcy Code.
Trustee Realty can be reached through:
Jason A. Welt
Trustee Realty, Inc.
401 E Las Olas Blvd Suite 1400
Fort Lauderdale, FL 33301
Phone: 954-803-0790
Email: jw@jweltpa.com
About Shops@Bird & 89
Shops@Bird & 89, LLC, a Miami-based company, filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla.
Case No. 23 13358) on April 28, 2023, with $10,093,000 in assets
and $5,577,772 in liabilities. Tarek Kiem has been appointed as
Subchapter V trustee.
Judge Robert A. Mark oversees the case.
Robert C. Meyer, Esq., at Robert C. Meyer, P.A. is the Debtor's
legal counsel.
SILICON VALLEY BANK: CTI Says Collapse Caused Settlement Default
----------------------------------------------------------------
Rick Archer of Law360 reports that a Connecticut medical device
distributor is asking a federal judge not to hit it with a $3
million judgment for defaulting on a $2.5 million settlement of a
breach of contract suit, saying the first settlement payment was
delayed by the collapse of Silicon Valley Bank.
But Plaintiff GEOMC Co., Ltd., says it is entitled to relief
against defendant Calmare Therapeutics Incorporated because it is
undisputed that: (1) the parties voluntarily entered into the
Settlement Agreement; (2) the Settlement Agreement required CTI to
pay GEOMC $250,000 by March 15, 2023, with a ten day grace period
that expired March 25, 2023; (3) CTI never made any payment to
GEOMC pursuant to the Settlement Agreement; (4) the Settlement
Agreement contains default provisions that entitle GEOMC to the
relief it seeks in GEOMC’s Motion.
"Here, CTI cannot demonstrate that the collapse of Silicon Valley
Bank rendered its obligation to make the first payment to GEOMC
under Settlement Agreement impracticable. CTI has not even
established with competent evidence that it maintained a bank
account at SVB. Moreover, even assuming that CTI maintained a bank
account at SVB, the Federal Deposit Insurance Corporation issued a
March 12, 2023 press release confirming that "[a]ll insured
depositor will have full access to their insured deposits no later
than Monday morning, March 13, 2023." Therefore, if CTI had
$250,000 available in a bank account at SVB, the collapse of SVB
would not have prevented CTI from making the first $250,000 payment
due to GEOMC under the Settlement Agreement. Therefore, CTI's
failure to perform is not excusable under the doctrine of
impracticability," GEOMC said in court filings.
The case is GEOMC Co, Ltd. v. Competitive Technologies, Inc., D.
Conn., Case No. 3:14-cv-01222
About Silicon Valley Bank
Silicon Valley Bank was the nation's 16th largest bank and the
biggest to fail since the 2008 financial meltdown.
During the week of March 6, 2023, Silicon Valley Bank, Santa Clara,
CA, experienced a severe "run-on-the-bank." On the morning of
March 10, 2023, the California Department of Financial Protection
and Innovation seized SVB and placed it under the receivership of
the Federal Deposit Insurance Corporation (FDIC).
The FDIC on March 13, 2023, disclosed that it transferred all
deposits -- both insured and uninsured -- and substantially all
assets of the former Silicon Valley Bank of Santa Clara,
California, to a newly created, full-service FDIC-operated "bridge
bank" in an action designed to protect all depositors of Silicon
Valley Bank.
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Hon. Martin
Glenn is the bankruptcy judge. The Debtor had assets of
$19,679,000,000 and liabilities of $3,675,000,000 as of Dec. 31,
2022.
Centerview Partners LLC is proposed financial advisor, Sullivan &
Cromwell LLP proposed legal counsel and Alvarez & Marsal proposed
restructuring advisor to SVB Financial Group as
debtor-in-possession. Kroll is the claims agent.
SINCLAIR TELEVISION: $750M Bank Debt Trades at 19% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Sinclair Television
Group Inc is a borrower were trading in the secondary market around
81.2 cents-on-the-dollar during the week ended Friday, May 12,
2023, according to Bloomberg's Evaluated Pricing service data.
The $750 million facility is a Term loan that is scheduled to
mature on April 21, 2029. About $744.3 million of the loan is
withdrawn and outstanding.
Sinclair Television Group, Inc. provides media broadcasting
services. The Company offers television broadcasting and
programming services.
STORED SOLAR: New Hampshire Says Plan Patently Unconfirmable
------------------------------------------------------------
The State of New Hampshire, acting through its Department of
Revenue Administration ("DRA") and Department of Environmental
Services ("DES" and, together with DRA, the "State"), object to the
Disclosure Statement with Respect to the Chapter 11 Plan for Stored
Solar Enterprises, Series LLC Prepared by the Official Committee of
Unsecured Creditors and Chapter 11 Trustee.
The State contends that the Plan is patently unconfirmable for the
simple reason that it does not provide for payments of
administrative expenses in the manner required under section
1129(a)(9) of title 11 of the United States Code. The State's
pending administrative expense claim was filed on an official proof
of claim form, as required under this Court's local rules, and is
listed as Claim 91 on the Claims Register in this Case. However,
based on the Disclosure Statement, it does not appear that the
estate has the ability to pay this or any Allowed Administrative
Expense on the Effective Date or within a reasonable time
thereafter (to which the State might agree). Thus, the Plan cannot
be confirmed.
The State claims that the Disclosure Statement fails to provide
adequate information about certain assets of the estates—namely,
Causes of Action (as defined in the Plan). As the Plan is currently
drafted, Causes of Action are the primary source of recovery for
Holders of Allowed Administrative Expenses. However, the Disclosure
Statement does not provide adequate information about Causes of
Action other than a passing nod to possible preference recoveries
under section 547 of the Bankruptcy Code.
In light of this, further disclosure is warranted regarding the
specific Causes of Action, their viability, the extent of available
insurance to provide payment, who will prosecute them, the manner
of compensation for such prosecution, etc. Additional disclosure is
also needed to explain who will be responsible for supervising
professionals charged with liquidating Causes of Action.
The State asserts that the Disclosure Statement is essentially
devoid of meaningful information to demonstrate compliance with the
disclosure obligations concerning the "bests interests test" and a
"liquidation analysis." There is simply no information from which
the State can evaluate whether it is better off in a hypothetical
liquidation. There is also no meaningful information that the State
can use to evaluate whether the Plan is feasible insofar as it
relates to payment of Allowed Administrative Expenses or Allowed
Priority Tax Claims.
The State further asserts that the Plan Proponents' statement that
"[t]he Plan provides certainty for creditors about what they will
receive and when they will receive it, and it entails much less
risk for all creditors" is simply untrue. Disclosure Statement, p.
17. There is no certainty to the Holders of Allowed Administrative
Expenses or Allowed Priority Tax Claims.
A full-text copy of the State's objection dated May 9, 2023 is
available at https://bit.ly/4506hBu from PacerMonitor.com at no
charge.
Counsel to the State of New Hampshire:
Andrew C. Helman
Kyle D. Smith
DENTONS BINGHAM GREENEBAUM LLP
254 Commercial Street, Suite 245
Portland, Maine 04101
(207) 619-0919
Email: andrew.helman@dentons.com
kyle.d.smith@dentons.com
About Stored Solar Enterprises
Stored Solar Enterprises, Series, LLC owns and operates seven
biomass-fueled, renewable energy generating facilities located in
Maine, Massachusetts and New Hampshire. The plants produce
electric energy, which is transmitted into, and earns payments
from, the ISO New England power grid. Stored Solar has 87
employees.
Stored Solar sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Me. Case No. 22-10191) on Sept. 14,
2022. In the petition signed by its manager, William Harrington,
the Debtor disclosed $50 million to $100 million in assets and $10
million to $50 million in liabilities.
Judge Michael A. Fagone oversees the case.
The Debtor tapped George J. Marcus, Esq., at Marcus Clegg as its
legal counsel and Spinglass Management Group, LLC as its
restructuring advisor.
Anthony J. Manhart, the Chapter 11 trustee appointed in the
Debtor's case, tapped Preti Flaherty, LLP as legal counsel and
Bradley Woods & Co. Ltd. as financial advisor.
TECHNICAL COMMUNICATIONS: Gets Contract to Secure Military Network
------------------------------------------------------------------
Technical Communications announced that it received a $1.580
million contract from a major North African country for the
company's CX7211 IP Data Encryption systems, KEYNET Management
Systems, on-site training and support. Delivery of the equipment
and training services is expected to be completed in the period
July through December 2023. This is the first order in a potential
multi-order procurement that is expected to extend thru CY2025.
Carl H. Guild Jr., president and CEO of Technical Communications
Corporation, commented, "We are pleased that our customer has
selected TCC's state-of-art IP Data Encryption systems to secure
its military communications network. We believe the combination of
our quality systems, commitment to meeting unique requirements, and
full lifecycle services have fostered this longstanding
relationship. We also expect follow-on sales as our customer
continues to expand its network."
The CX7211 IP Data Encryption System is a member of TCC's network
encryption family. It provides strategic-level security for data
signals in demanding environments and covers a broad range of
network interfaces. Critical satellite communications networks and
command and control networks are protected today by the CX7211 IP
Data Encryption System.
About Technical Communications
Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com-- specializes in secure communications
systems and customized solutions to protect highly sensitive voice,
data and video transmitted over a wide range of networks, serving
government entities, military agencies, and corporate enterprises.
As of Dec. 24, 2022, the Company had $1.91 million in total assets,
$4.68 million in total liabilities, and a total stockholders'
deficit of $2.77 million.
Westborough, Massachusetts-based Stowe & Degon LLC, Technical
Communications Corporation's auditor since 2019, issued a "going
concern" qualification in its report dated Dec. 22, 2022, citing
that the Company has an accumulated deficit, has suffered
significant net losses and negative cash flows from operations and
has limited working capital that raise substantial doubt about its
ability to continue as a going concern.
TECHNICAL COMMUNICATIONS: Incurs $629K Net Loss in First Quarter
----------------------------------------------------------------
Technical Communications Corporation has filed with the Securities
and Exchange Commission its Quarterly Report on Form 10-Q
disclosing a net loss of $629,027 on $27,784 of net revenue for the
three months ended March 25, 2023, compared to a net loss of
$522,283 on $565,112 of net revenue for the three months ended
March 26, 2022.
Carl H. Guild Jr., president, CEO and Acting CFO, of Technical
Communications Corporation, commented, "The adverse impacts of the
COVID pandemic are beginning to abate however the procurement
delays continue to have negative effects on the financial condition
of the Company. We continue to work closely with our customers in
order to be able to move quickly once they are in a position to
initiate programs. TCC continues to closely monitor expenses and
is actively pursuing additional sources of liquidity."
As of March 25, 2023, the Company had $1.66 million in total
assets, $5.05 million in total liabilities, and a total
stockholders' deficit of $3.38 million.
The Company stated, "In order to have sufficient capital resources
to fund operations, the Company has been working diligently to
secure several large orders with new and existing customers. The
receipt of these orders has been significantly delayed and will
continue to be difficult to predict due to the impact of the
COVID-19 pandemic on our customers as a result of their operations
being reduced or shut down. TCC has been able to maintain its
operations during this sustained period of disruption, but a
continuation of the disruption in either our customers' operations
or those of the Company will continue to have a material adverse
impact on sales activity and revenue.
"The Company is working diligently to secure additional capital
through equity or debt arrangements in addition to the recent
funding received from the SBA's Economic Injury Disaster Loan
program and Mr. Guild. The Company is actively working with equity
investors as well as debt investors, such as the SBA and Mr. Guild
to secure additional funding, although we cannot provide assurances
we will be able to secure such new funding, especially in light of
the tightening of the credit markets and continuing volatility of
the capital markets as a result of the coronavirus. Moreover, the
Company's common stock was delisted from the Nasdaq Capital Market
effective January 25, 2021; while the common stock is quoted on the
OTC Bulletin Board, the change in listing may have a negative
impact on the liquidity of the stock and the Company's ability to
raise capital through offerings of its equity securities.
"Should the Company be unsuccessful in these efforts, it would be
forced to implement headcount reductions, additional employee
furloughs and/or reduced hours for certain employees, or cease
operations completely."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000096699/000117184323003071/tcco20230325_10q.htm
About Technical Communications
Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com-- specializes in secure communications
systems and customized solutions to protect highly sensitive voice,
data and video transmitted over a wide range of networks, serving
government entities, military agencies, and corporate enterprises.
As of Dec. 24, 2022, the Company had $1.91 million in total assets,
$4.68 million in total liabilities, and a total stockholders'
deficit of $2.77 million.
Westborough, Massachusetts-based Stowe & Degon LLC, Technical
Communications Corporation's auditor since 2019, issued a "going
concern" qualification in its report dated Dec. 22, 2022, citing
that the Company has an accumulated deficit, has suffered
significant net losses and negative cash flows from operations and
has limited working capital that raise substantial doubt about its
ability to continue as a going concern.
TEHUM SERVICES: Deadline to File Claims Set for August 14
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas set
Aug. 14, 2023, as the last date for all entities including
governmental units, individuals, partnerships, estates, and trusts
to file their claims against Tehum Care Services Inc.
Each proof of claim must be filed including supporting
documentation, by either (i) electronic submission through PACEr
(Public Access to Court Electronic Records at
https://ecf.txsb.uscourts.gov, (ii) electronic submission using the
interface available on the claims and noticing agent's website at
http://www.kccllc.net/tehumor (iii) if submitted through
non-electronic means, by U.S. Mail or other hand delivery system,
so as to be actually received by the claims and noticing agent on
or before the claims bar date or any applicable bar date, at these
addresses:
a) if by first-class mail:
Tehum Care Services Inc. Claims Processing Center
c/o KCC
222 N Pacific Coast Highway, Suite 300
El Segundo, CA 90245
b) if by hand delivery or overnight mail:
Tehum Care Services Inc.
c/o KCC
222 N Pacific Coast Highway, Suite 300
El Segundo, CA 90245
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: Fitch Puts 'BB+' LongTerm IDR on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed the ratings for Tempur Sealy
International, Inc. (TPX) and Tempur-Pedic Management, LLC,
including the Long-Term Issuer Default Ratings (IDR) at 'BB+', on
Rating Watch Negative (RWN).
On May 9, 2023, TPX signed a definitive agreement to acquire
Mattress Firm Group Inc. in a cash and stock transaction valued at
approximately $4 billion reflecting a multiple of 9.3x absent any
synergy considerations (or 7.5x with projected synergies) based on
TPX assumptions. The transaction is anticipated to close in the
second half of 2024, subject to customary closing conditions,
including regulatory approval.
The RWN reflects the potential for leverage to be sustained above
ratings sensitivities, 12 to 24 months post the close of the
transaction which could lead to a negative outlook or negative
rating outcome. Nevertheless, Fitch could affirm the ratings on
increased visibility for EBITDA and EBITDAR leverage to return to
under 3x and low 4x respectively within 12 to 24 months. The
resolution of the Rating Watch could exceed six months.
KEY RATING DRIVERS
Transformative Acquisition, Regulatory Risk: TPX's definitive
agreement to acquire Mattress Firm, a leading U.S. mattress
specialty retailer with an approximate 8% share of the North
American bedding industry, could be a transformative vertical
acquisition that meaningfully increases scale and accelerates TPX's
omnichannel retail strategy with direct sales channel expansion.
Mattress Firm's LTM (March 28, 2023 ending) revenue and EBITDA
totaled $4.2 billion and $432 million respectively on a base of
over 2,300 stores. The transaction would increase TPX's North
America direct channel distribution to around 65% from 13%
pre-acquisition.
The company estimates supply chain synergy opportunities at $100
million run-rate by year four that targets product lifecycle
management, logistics and sourcing. Fitch views regulatory risk as
high with a potential long review window of at least 12 months to
18 months before regulatory clarity emerges. Other material
transaction risks include current macro-economic environment, a
complete shift in business mix and cultural risk integrating the
two companies.
Operating Strategy Supports Competitive Position: TPX's strong
operating momentum between 2019 and 2021 was driven by broad-based
growth due to expanded distribution including existing and new
retailers and channels, build-out of company-owned stores, M&A,
share gains for the higher margin Tempur-Pedic brand and previously
untapped markets and increased pricing, and likely due to some
benefit from pandemic-related behavior. During 2021, TPX also
acquired Dreams, a leading specialty bed retailer in the United
Kingdom.
TPX experienced strong market share gains supported by operating
initiatives that expanded TPX's omni-channel presence, enhanced the
brand/product portfolio and improved manufacturing capabilities.
TPX also re-entered into supply agreements to reintroduce its
product lines across Mattress Firm stores beginning 4Q19. Fitch
believes this has led to a sustainable competitive advantage with a
significant portion of the market share gains coming at the expense
of TPX's main competitor, Serta Simmons Bedding, LLC (Serta).
2023/2024 EBITDA Expectations: Given increasing macro-economic
uncertainties and shifts in consumer behavior, the mattress
industry is experiencing a demand pullback with unit volume
declines in excess of 20% in 2022 according to industry data from
International Sleep Products Association. TPX's North American
operations outperformed the broader industry with an overall
revenue decline of approximately 5%. EBITDA (including affiliate
dividends) was $869 million in 2022 compared to $1.068 billion in
2021 reflecting pressures from commodity inflation with lagging
price increases, supply chain investments, productivity challenges
and foreign exchange headwinds.
In 2023, Fitch projects revenue could be roughly flat with EBITDA
(including affiliate dividends) potentially around the mid-$800
million area before recovering towards the mid-$900 million area in
2024 on revenue growth in the mid-single digits supported by volume
recovery, market share gains, gross margin benefits from moderating
commodity costs, and efficiency and productivity improvements.
Competitive Industry Environment: The mattress industry has been
susceptible to periods of irrational pricing, secular shifts in
consumer preferences and bankruptcies including Mattress Firm in
the supplier and distribution side. Over the past several years,
TPX faced intense competition from the e-commerce/"bed-in-a-box"
space (i.e. Casper, Amazon and other mattress e-tailers). In
addition to convenience, attractively-priced e-commerce mattresses
have fueled price competition. Nevertheless, certain mattress
industry peers have experienced increasing financial and operating
challenges including Serta Simmons with some rationalization of
industry capacity.
TPX maintains a strong innovation pipeline with product line
supported by significant investments in marketing and promotion to
sustain its competitive position with several new launches planned
in 2023. TPX is also viewed as a fast-follower to industry changes
and responded by selling "bed-in-a-box" alternatives across several
price points, expanding offerings on its e-commerce platform and
acquiring a private label and OEM bedding manufacturer.
Elevated Leverage: EBITDAR and EBITDA leverage ending 2022 was 4.0x
and 3.2x respectively. This compares to EBITDAR and EBITDA leverage
of 2.8x and 2.1x in 2021. The higher leverage reflects EBITDA
pressures in 2022 and increased debt due to higher capex, share
repurchases and elevated working capital levels. Fitch projects
EBITDAR and EBITDA leverage could be in the high-3x and 2x in 2023
before moderating toward the mid-3x and 2x in 2024 absent any
considerations for the Mattress Firm acquisition.
TPX has a publicly stated leverage target of net debt/EBITDA
leverage of 2.0x-3.0x. TPX's net leverage calculation is roughly
comparable to Fitch's EBITDA leverage, assuming cash levels of
around $50 million-$75 million. TPX is targeting returning to
leverage of 2x-3x within 12 months of close supported by EBITDA
growth and debt repayment given expectations for strong FCF
generation. Depending on timing of Mattress Firm transaction
closing and regulatory approval combined with the current
macro-economic environment and mattress industry outlook that
pressure operating trends, leverage could also be elevated and vary
materially.
Parent Subsidiary Linkage: Fitch's analysis includes a weak
parent/strong subsidiary approach between the parent, TPX and its
subsidiary. Fitch assesses the quality of the overall linkage as
high, which results in an equalization of IDRs across the corporate
structure.
DERIVATION SUMMARY
TPX's (BB+/RWN) rating reflects the scale of operations and strong
global market position with a portfolio of well-known, established
brands with a wide variety of price points, anchored by the
Tempur-Pedic brand. The acquisition of Dreams, a leading vertically
integrated specialty bed retailer in the UK, increased TPX's
geographic diversification by nearly doubling its international
revenues with sales in markets outside of North America to over $1
billion.
While near-term pressures to operating results are expected to
persist into 2023 given ongoing shifts in consumer behavior and
global macroeconomic uncertainty, Fitch believes TPX's strong
competitive position, brand/product portfolio and operational
strategy supports TPX's ability to maintain stand-alone EBITDA
above $900 million range in 2024 as volumes recover with good FCF
generation.
The RWN reflects the potential increase in leverage for TPX, pro
forma for the Mattress Firm transaction. TPX has a stronger
financial profile than its main competitor, Serta. Serta has
experienced material operating and financial stress reflected by a
highly leveraged capital structure. Similarly rated credits in
Fitch's consumer portfolio include Levi Strauss & Co (BB+/Stable),
ACCO Brands Corporation (BB/Stable) and Mattel, Inc
(BB+/Positive).
TPX and Levi Strauss & Co. share similar distribution strategies
across specialty retailers and department stores along with
self-distribution through company-operated stores and ecommerce
with Levi having similar scale in revenues and reliance on
self-distribution.
Levi's 'BB+'/Stable ratings consider the company's good execution
both from a topline and a margin standpoint, which support Fitch's
longer-term expectations of low-single digit revenue and EBITDA
growth. Although there could be some near-term pressure to
operating results given ongoing shifts in consumer behavior,
difficult comparisons, and global macroeconomic uncertainty, Fitch
expects that Levi will be able to maintain EBITDAR leverage
(adjusted debt/EBITDAR, capitalizing leases at 8x) below 3.5x over
time.
Mattel, Inc.'s 'BB+' Long-Term IDR and Positive Outlook reflect the
company's strong portfolio of owned brands such as Barbie, Hot
Wheels and Fisher Price, which the company has focused on
revitalizing and re-energizing over the last few years. Together
with cost-cutting initiatives, this has supported strong top-line
and EBITDA growth and significantly improved credit metrics.
ACCO Brands Corporation's 'BB' rating and Stable Outlook reflect
the company's historically consistent FCF and reasonable gross
leverage, which trended at approximately 3.0x prior to operating
challenges in 2020 related to the coronavirus pandemic. The rating
and Outlook are constrained by secular challenges in the office
products industry and channel shifts within the company's customer
mix. ACCO's earnings have been pressured by supply chain
challenges, inflation and a stronger dollar, which lifted leverage
into the 4x range in 2022, above Fitch's negative sensitivity.
Fitch expects margin recovery combined with debt paydown to drive
leverage back toward 4.0x in 2023, but a prolonged downturn could
be a rating concern.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer:
- The below assumptions consider TPX on a stand-alone basis;
- In 2023, Fitch projects revenue could be roughly flat with EBITDA
(including affiliate dividends) potentially around the mid-$800
million area before recovering towards the mid-$900 million range
in 2024 on revenue growth in the mid-single digits supported by
volume recovery, market share gains, gross margin benefits from
moderating commodity costs, and efficiency and productivity
improvements;
- EBITDAR and EBITDA leverage could be in the high-3x and 2x
respectively in 2023 before moderating toward the mid-3x and 2x
respectively in 2024. With an expected moderation in capital
spending closer to the mid-$100 million range and lower working
capital usage, Fitch expects FCF of around $300 million in 2023,
increasing to around $400 million in 2024;
- The company's revolving credit facility and term loan is floating
rate debt. Pricing is LIBOR plus 137.5 basis points applicable
margin. Pricing for the accounts receivable securitization is
one-month SOFR plus 85 basis points applicable margin plus 10 basis
points credit spread adjustment. The senior notes are fixed-rate
debt;
- Given the lack of clarity due to the regulatory review period
with timing and approval for potential closing of the transaction,
forecast expectations for leverage could vary materially with
EBITDA and EBITDAR leverage elevated above rating sensitivities.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Assuming the transaction does not close, Fitch could consider an
upgrade with demonstrated ability to sustain EBITDA well above $1.0
billion supported by increased geographic diversification,
mid-single digit revenue growth, sustained market share gains,
demonstrated operating resiliency through shifts in the competitive
environment and economic cycles with sustained EBITDA leverage
under 2.5x and EBITDAR leverage below 3.5x. This would require the
company to commit to maintaining TPX's long-term net leverage
(similar to Fitch EBITDA leverage calculation) target at less than
2.5x or less versus its current publicly stated leverage net target
of 2.0x to 3.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Fitch anticipates resolving the RWN following the conclusion of
the regulatory review process. The transaction could lead to a
one-notch downgrade of TPX in the event Fitch projects EBITDA
leverage could sustain above 3.0x and EBITDAR leverage could
sustain above the low 4.0x beyond a 12 to 24-month window following
transaction close. Final ratings will depend on several factors
including whether the transaction receives regulatory approval, an
assessment of macro-environment conditions and mattress industry
outlook at closing, operating trends at both TPX and Mattress Firm,
capital allocation priorities, any potential regulatory remedies
and expectations for leverage.
- Assuming the transaction does not close, EBITDA levels trending
below $800 million caused by sales and/or margin declines,
debt-funded shareholder-friendly policies and/or debt-financed
acquisitions leading to EBITDA leverage sustained above 3.0x and
EBITDAR leverage above 4.0x.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Tempur-Pedic
Management, LLC LT IDR BB+ Rating Watch On BB+
senior secured LT BBB- Rating Watch On RR1 BBB-
Tempur Sealy
International,
Inc. LT IDR BB+ Rating Watch On BB+
senior
unsecured LT BB+ Rating Watch On RR4 BB+
senior secured LT BBB- Rating Watch On RR1 BBB-
TRUCK DYNASTY: Court OKs Cash Collateral Access Thru May 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
authorized Truck Dynasty Transportation, Inc. to, among other
things, use cash collateral on an interim basis in accordance with
the budget, with a 10% variance, through May 31, 2023.
The Debtor requires the use of cash collateral to fund its
operations.
Prior to the Petition Date, the Debtor and TBS Factoring Service
LLC entered into the Accounts Receivable Purchase and Security
Agreement Terms and Conditions, pursuant to which TBS holds a valid
and perfected security interest in various assets of the Debtor by
virtue of a filed UCC-1 filed of record on September 12, 2017. The
Debtor is indebted to TBS in the approximate amount of $209,634.
TBS holds a security interest in all the Debtor's accounts,
accounts receivable, rents and various invoices on all account
receivables.
The Debtor and TBS entered into the Prepetition Factoring Agreement
dated June 15, 2020 pursuant to which the Original Lender agreed to
purchase certain account receivables on which the Debtor owes an
aggregate principal amount of $243,704 to fund the operating costs
of the Debtor. To evidence the loan, the Debtor executed an
Accounts Receivable Purchase and Security Agreement and UCC-1 filed
June 28, 2019 in order to secure the obligations of the Debtor.
The Debtor filed on April 14, 2023, but TBS did not receive notice
of filing until April 20 and between the Petition Date and April
20, TBS continued to purchase Accounts from the Debtor pursuant to
the Pre-Petition Factoring Agreement and collect Accounts that it
had purchased and apply the proceed of the Accounts to the Debtor's
obligations to TBS under the Prepetition Factoring Agreement. Once
TBS learned of filing it ceased purchasing Accounts from the Debtor
and has held all collections it received after April 20, 2023, in
suspense. TBS purchased Accounts from the Debtor in good faith and
collected itself in a reasonable manner in providing factoring
services to the Debtor. TBS and the Debtor are asking for
retroactive relief from the Court, effective upon the Petition
Date, as if this had been in place at the inception of the Case.
The Debtor asserts there may be secondary liens on cash collateral,
but such liens are filed after the TBS lien and will be subordinate
liens. The Creditors are believed to be Auxillor Capital Products,
Inc. and the U.S. Small Business Administration.
As adequate protection, TBS is granted a replacement lien upon all
post-petition assets of the Debtor's estate, to the extent that
said lien was valid, perfected and enforceable as of the Petition
Date.
A further hearing on the matter is set for May 24 at 10:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/42keHSH from PacerMonitor.com.
The Debtor projects $247,250 in total revenue and $38,084 in total
expenses for one month.
About Truck Dynasty Transportation Inc.
Truck Dynasty Transportation Inc. operates a
trucking/transportation company. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No.
23-11142) on April 14, 2023. In the petition signed by Bradley
Little, its president, the Debtor disclosed up to $50,000 in assets
and up to $10 million in liabilities.
Judge Jason D. Woodard oversees the case.
Toni Campbell Parker, Esq., at the Law Firm of Toni Campbell
Parker, represents the Debtor as legal counsel.
TSV PLAZA: Plaza Grande Up for Sale on June 15
----------------------------------------------
Newmark, on behalf of 100 Mile Plaza Grande LLC ("secured party"),
is offering for sale at a public auction on June 15, 2023, at 9:00
a.m. (Eastern Time) at the Offices of Cole Schotz P.C., 25 Main
Street, Court Plaza North, Hackensack, New Jersey 07601, and also
being broadcast for remote participation via virtual
videoconference, in connection with the a Uniform Commercial Code
sale, 100% of the limited liability company membership interests in
TSV Plaza Grande LLC ("borrower"), which is the sole owner of the
property commonly known as The Plaza Grande at Garden State
Condominium located in Cherry Hill, New Jersey.
The interests are currently owned by TSV/TGA-Garden State Park
Company LLC ("pledgor").
The secured party, as lender, made a loan to the pledgor. In
connection with the loan, the pledgor granted to the secured party
a first priority lien on the interests pursuant to that certain
pledge and security agreement dated as of Aug. 23, 2021. The
secured party is offering the interests for sale in connection with
the foreclosure on the pledge of such interests.
All bids must be for cash and the successful bidder must be
prepared to deliver immediately available good funds within 10 days
after the sale and otherwise comply with the bidding requirements.
Further information concerning the interests, the data room, the
requirements for bidding on the interests, and the terms of sale
can be found at Revere Data Site or by contacting Newmark at:
Attn: Jessica Merritt
Tel: 212-850-5452
Email: jessica.merritt@nmrk.com
TURBO COMPONENTS: Seeks to Hire Distel Thiede as Financial Advisor
------------------------------------------------------------------
Turbo Components, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Distel Thiede
Advisory Services, LLC as its financial advisor.
The firm's services include:
a. compiling data and analysis information necessary to meet
the reporting requirements that will be mandated by the bankruptcy
process, and to meet the requests of various parties related to the
Debtor's restructuring, reorganization and related sale process;
b. compiling and preparing operational and financial data and
analysis to assist in developing a plan of reorganization and
related documents; and
c. other financial advisory services that are required and
mutually agreed upon.
Distel will bill these hourly fees:
Sr. Managing Director $300
Managing Director $250
Sr. Associate $210
Associate $180
Administration $125
The firm holds a retainer in the amount of $13,964.92.
Matthew Thiede, managing director at Distel Thiede, declared in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew Thiede
Distel Thiede Advisory Services, LLC
1500East Beltline Ave Se - Ste 10
Grand Rapids, MI 40506
Phone: (248) 807-1164
About Turbo Components
Turbo Components, Inc. is a producer and supplier of casted and
machined aluminum parts. The company is based in Fruitport, Mich.
Turbo Components sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-01005) on April 28,
2023, with $2,420,069 in assets and $4,647,278 in liabilities. Brad
Fortenbacher, president of Turbo Components, signed the petition.
Judge James W. Boyd oversees the case.
A. Todd Almassian, Esq., at Keller and Almassian, PLC and Distel
Thiede Advisory Services, LLC serve as the Debtor's legal counsel
and financial advisor, respectively.
TURBO COMPONENTS: Seeks to Hire Keller & Almassian as Legal Counsel
-------------------------------------------------------------------
Turbo Components, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Michigan to hire Keller &
Almassian, PLC as its legal counsel.
The Debtor requires legal counsel to:
a. give advice with respect to the rights, powers and duties
of the Debtor in the continued management and operation of its
financial affairs and property;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest;
c. advise and consult the Debtor regarding the conduct of its
Chapter 11 case, including all of the legal and administrative
requirements of operating in Chapter 11;
d. advise the Debtor on matters relating to the evaluation of
the assumption, rejection or assignment of unexpired leases and
executory contracts;
e. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on its
behalf, the defense of any actions commenced against the estate,
negotiations concerning all litigation in which the Debtor may be
involved and objections to claims filed against the estate;
f. assist in formulating and prosecuting a plan of
reorganization and disclosure statement and take any necessary
action to obtain confirmation of a plan of reorganization;
g. appear before the bankruptcy court and the Office of the
United States Trustee; and
h. perform all other necessary legal services.
The firm will be paid at these rates:
A. Todd Almassian $485 per hour
Nicholas S. Laue $400 per hour
Greg J. Ekdahl $450 per hour
Associate Attorney $300 per hour
Paralegals $225 per hour
A. Todd Almassian, Esq., a partner at Keller & Almassian, disclosed
in a court filing that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
A. Todd Almassian, Esq.
Greg J. Ekdahl, Esq.
Keller & Almassian, PLC
230 East Fulton Street
Grand Rapids, MI 49503
Phone: (616) 364-2100
Email: talmassian@kalawgr.com
gekdahl@kalawgr.com
About Turbo Components
Turbo Components, Inc. is a producer and supplier of casted and
machined aluminum parts. The company is based in Fruitport, Mich.
Turbo Components sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-01005) on April 28,
2023, with $2,420,069 in assets and $4,647,278 in liabilities. Brad
Fortenbacher, president of Turbo Components, signed the petition.
Judge James W. Boyd oversees the case.
A. Todd Almassian, Esq., at Keller and Almassian, PLC and Distel
Thiede Advisory Services, LLC serve as the Debtor's legal counsel
and financial advisor, respectively.
U.S. AUTO FINANCE: Public Sale Auction Slated for May 23
--------------------------------------------------------
Pursuant to (i) Section 9-610 of the New York Uniform Commercial
Code and (ii) that certain amended and restated loan security
agreement dated March 24, 2021 by and between MidCap Financial
Trust ("secured party") and U.S. Auto Finance Inc., U.S. Auto Sales
Inc., and USASF Servicing LLC ("Borrowers"), (iii) that certain
pledge agreement dated April 17, 2019, by and between Secured party
and U.S. Auto Finance Inc., USASF LLC, and USASF Nation Corp.
("pledge agreement"), and (iv) that certain trademark security
agreement dated April 17, 2019, by and between secured party and
U.S. Auto Sales Inc. as grantor ("trademark agreement"), will sell
all or substantially all of the tangible and intangible assets of
the Borrowers, pledged equity collateral, and trademark collateral
to the highest and otherwise best qualified bidder at a public
disposition to be conducted on May 23, 2023, at 10:00 a.m. Eastern
Daylight Time, at the offices of Chapman and Cutler LLP, 1270
Avenue of the Americas, 30th Floor, New York, New York 10020.
Purchase price for any successful bid must be paid to the secured
party by 12:00 p.m. Eastern Time on the first business day after
the acceptance of any such bid.
For further information about how to attend the public sale either
in person or via remote link, contact:
David Audley
Chapman and Cutler LLP
1270 Avenue of the Americas
New York, New York 10020
- or -
320 South Canal Street
Chicago, Illinois 60606
Tel: 312-845-2971
Email: audley@chapman.com
VELOCIOUS DELIVERY: Gets OK to Hire Lane Law as Substitute Counsel
------------------------------------------------------------------
Velocious Delivery LLC received approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ The Lane Law
Firm, PLLC to substitute for The Milledge Law Firm, PLLC.
The firm's services include:
(a) assisting, advising and representing the Debtor relative
to the administration of its Chapter 11 case;
(b) assisting, advising and representing the Debtor in
analyzing its assets and liabilities, investigating the extent and
validity of lien and claims, and participating in and reviewing any
proposed asset sales or dispositions;
(c) attending meetings and negotiating with representatives of
secured creditors;
(d) assisting the Debtor in the preparation, analysis and
negotiation of any Chapter 11 plan of reorganization and disclosure
statement;
(e) taking all necessary action to protect and preserve the
interests of the Debtor;
(f) appearing, as appropriate, before the bankruptcy court,
the appellate courts and other courts in which matters may be
heard; and
(g) other necessary legal services.
The hourly rates of the firm's counsel and staff are as follows:
Robert C. Lane, Partner $550
Joshua Gordon, Partner $500
Associate Attorneys $350 - $400
Paralegals/Legal Assistants $125 - $175
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.
Joshua D. Gordon, 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
Joshua.gordon@lanelaw.com
About Velocious Delivery
Velocious Delivery LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No.
22-33690) on Dec. 9, 2022, with up to $100,000 in assets and up to
$500,000 in liabilities. Jarrod B. Martin has been appointed as
Subchapter V trustee.
Judge Jeffrey P. Norman oversees the case.
The Lane Law Firm, PLLC represents the Debtor as counsel.
VENATOR MATERIALS: Files for Chapter 11 With Prepack Plan
---------------------------------------------------------
Venator Materials PLC, a global manufacturer and marketer of
chemical products, on May 15 disclosed that it has reached an
agreement with the overwhelming majority of its lenders and
noteholders on the terms of a comprehensive recapitalization plan.
The agreement will equitize nearly all of the Company's funded
debt, strengthen its balance sheet and facilitate an infusion of
new capital, which will position the Company for future growth and
success.
The recapitalization will be implemented through a prepackaged
Chapter 11 process in the United States and will be financed by a
debtor-in-possession ("DIP") financing facility, which includes a
commitment for $275 million in new-money financing from the
Company's supporting creditors. Following approval by the Court,
the DIP financing, together with cash on hand and cash generated
from ongoing operations, is expected to provide substantial
liquidity to support Venator throughout the recapitalization
process and beyond.
Venator's businesses are expected to continue to operate as normal
for the duration of the process, and Venator expects to continue to
pay wages and benefits to its global workforce, and to pay all
trade partners in the ordinary course. Throughout the
court-supervised Chapter 11 process, Venator will remain in
possession and control of its assets, retain its existing
management team and board of directors, and gain access to the
array of tools available under Chapter 11 to position the company
for long-term sustainable growth.
Simon Turner, President and Chief Executive Officer of Venator,
said: "The agreement we have reached with our lenders on a
recapitalization plan will significantly reduce Venator's debt
burden and place the Company on a sound financial footing, which
will enable us to deliver on our strategy and capitalize on future
growth opportunities. We have faced unprecedented economic
headwinds, including significantly lower product demand and higher
raw material and energy costs in the second half of 2022, but
Venator's management, alongside our advisors, has worked tirelessly
to assess all viable options available to us to ensure the
long-term sustainable success of the Company."
Venator commenced solicitation for votes on its prepackaged Chapter
11 plan, and expects to complete its Chapter 11 process within
approximately two months.
Venator expects to be delisted by the New York Stock Exchange in
accordance with its rules. Venator common shares will, however,
continue to trade in the over-the-counter marketplace throughout
the duration of the Chapter 11 process. The shares are proposed to
be cancelled as part of Venator's restructuring.
About Venator
Venator (NYSE: VNTR) is a global manufacturer and marketer of
chemical products that comprise a broad range of pigments and
additives that bring color and vibrancy to buildings, protect and
extend product life, and reduce energy consumption. We market our
products globally to a diversified group of industrial customers
through two segments: Titanium Dioxide, which consists of our TiO2
business, and Performance Additives, which consists of our
functional additives, color pigments and timber treatment
businesses. Based in Wynyard, U.K., Venator employs approximately
2,800 associates and sells its products in more than 106
countries.
On May 14, 2023, Venator Materials PLC, and 23 affiliated companies
filed petitions seeking relief under chapter 11 of the United
States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. Case No.
23-90301).
The Debtors' cases have been assigned to Judge David R Jones.
In connection with the prepackaged Chapter 11 and recapitalization
process, Venator is assisted by Moelis & Company and Kirkland &
Ellis as respective financial and legal advisors, in addition to
Alvarez & Marsal as operational advisor. Epiq Corporate
Restructuring, LLC, is the claims, noticing, and solicitation agent
and maintains the page https://dm.epiq11.com/venator
VICE MEDIA: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Vice Group Holding Inc.
49 South 2nd Street
Brooklyn NY 11249
Business Description: VICE is a global, multi-platform media
company with a collection of powerful
brands, producing premium award-winning
content for a highly engaged global youth
audience. VICE creates thousands of pieces
of content each week globally, including
editorial, digital and social video,
experiential events, commercials, music
videos, scripted and unscripted television,
feature documentaries, and movies
Chapter 11 Petition Date: May 15, 2023
Court: United States Bankruptcy Court
Southern District of New York
Thirty-two affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Vice Group Holding Inc. (Lead Case) 23-10738
Vice Impact Inc. 23-10736
Vice Media LLC 23-10737
Villain LLC 23-10739
Boy Who Cried Author LLC 23-10740
Carrot Operations LLC 23-10741
Carrot Creative LLC 23-10742
Channel 271 Productions LLC 23-10743
Clifford Benski Inc. 23-10744
Dana Made LLC 23-10745
Inverness Collective LLC 23-10746
JT Leroy Holding LLC 23-10747
PLDM Films LLC 23-10748
Project Change LLC 23-10749
R29 Pride, LLC 23-10750
R29 Productions, LLC 23-10751
Refinery 29 Inc. 23-10752
Valvi LLC 23-10753
Vice Content Development, LLC 23-10754
Vice Distribution LLC 23-10755
Vice Europe Holding Limited 23-10756
Vice Europe Pulse Holding Limited 23-10757
Vice Food LLC 23-10758
Vice Holding Inc. 23-10759
Vice International Holding, Inc. 23-10760
Vice Music Publishing LLC 23-10761
Vice Payroll LLC 23-10762
Vice Productions LLC 23-10763
Vice Project Services LLC 23-10764
Virtue Worldwide, LLC 23-10765
Visur LLC 23-10766
VTV Productions, LLC 23-10767
Debtors'
General
Bankruptcy
Counsel: Albert Togut, Esq.
Kyle J. Ortiz, Esq.
Brian F. Moore, Esq.
TOGUT, SEGAL & SEGAL LLP
One Penn Plaza, Suite 3335
New York, NY 10119
Tel: (212) 594-5000
Email: altogut@teamtogut.com
kortiz@teamtogut.com
bmoore@teamtogut.com
Debtors'
Special
Corporate
Counsel: Fredric Sosnick, Esq.
William S. Holste, Esq.
Jacob S. Mezei, Esq.
SHEARMAN & STERLING LLP
599 Lexington Avenue
New York, NY 10022
Tel: (212) 848-4000
Email: fsosnick@shearman.com
william.holste@shearman.com
jacob.mezei@shearman.com
- and -
Ian E. Roberts, Esq.
SHEARMAN & STERLING LLP
2601 Olive Street, 17th Floor
Dallas, TX 75201
Tel: (214) 271-5777
Email: ian.roberts@shearman.com
Debtors'
Co-Financial
Advisors: PJT PARTNERS INC.
- AND -
LIONTREE ADVISORS LLC
Debtors'
Restructuring
Advisor: AP SERVICES, LLC
Debtors'
Claims,
Noticing
Agent and
Administrative
Advisor: STRETTO, INC.
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $500 million to $1 billion
The petitions were signed by Hozefa Lokhandwala as chief strategy
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YLNFBPI/Vice_Group_Holding_Inc__nysbke-23-10738__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Wipro LLC Arbitration $9,905,086
2 Tower Centre Blvd, Suite 2200 Award
East Brunswick, NJ 08816
Email: farhan.sheckhani@wipro.com
2. CNN Productions Third Party $3,798,333
One CNN Center Production
Atlanta, GA 30303
Email: rebecca.conners@warnermedia.com
3. Antenna TV S.A. Consultancy $3,795,400
10-12 Kifisias Ave Services
Maroussi Greece Agreement
Email: Jochem.dekoning@antenna-group.com
4. Antenna TV S.A. Trade Debts $2,750,000
10-12 Kifisias Ave
Maroussi Greece
Email: Jochem.dekoning@antenna-group.com
5. Ernst & Young US Professional $2,137,298
PO Box 640382 Services
Pittsburgh, PA 15264
United States
Email: Jochem.dekoning@antenna-group.com
6. Horizon Media Inc. Ad Serving Fees $2,121,962
75 Varick St, 16th Floor
New York, NY 10013
United States
Email: sfried@horizonmedia.com
7. Home Box Office Licensing $1,763,157
1100 Avenue of the Americas
New York City, NY 10036
Email: jeannette.francis@hbo.com
8. FTI Consulting, Inc. Professional $1,392,441
350 South Grand Avenue Services
Suite 3000
Los Angeles, CA 90071
9. Vice Television Network LLC Trade Debts $1,350,666
235 E. 45th Street
New York City, NY 10017
Email: aeremitinfo-intl@
aenetworks.com
10. Workday Inc. Software $1,251,939
6230 Stoneridge Mall Road
Pleasanton, CA 94588
Email: legal@workday.com
11. Adobe Systems Incorporated Software $1,216,376
345 Park Avenue
San lose, CA 95110
Email: bhunting@adobe.com
12. Ranker Inc. Software $1,062,863
6420 Wilshire Blvd Suite 500
Los Angeles, CA 90048
United States
Email: YING@RANKER.com
13. Getty Images Inc. Digital, Images, $1,015,154
PO Box 953604 Video
St. Louis, MO 63195-3604
Email: arprocessing@gettyimages.com
14. Two Twenty Five Rent $952,679
Broadway Company
160 Broadway 1st Fl
New York, NY 10038
Email: david@braunre.com
15. A&E Television Trade Debts $937,500
Networks, LLC
235 E 45th Street
New York, NY 10036
Email: aeremitinfo-intl@aenetworks.com
16. Amazon Web Services, Inc. Information $820,287
P.O. Box 84023 Security
Seattle, WA 98124
United States
aws-receivables@amazon.com
17. Web Holdings LLC Rent $824,649
49 South 2nd Street
Brooklyn, NY 11249
United States
Email: pinny@ctadigital.com
18. Piano Software Inc. Market Research $630,702
111 S Independence Mall
East, Suite 950
Philadelphia, PA 19106
Email: receivable@piano.io
19. XWP.Co Pty Ltd Technology $583,900
664 Collins Street, Level 13 Consulting
Docklands, VIC 3008
Australia
Email: billing@xwp.co
20. Bailey Duquette P.C. Legal Services $571,692
104 Charlton Street, 1W
New York, NY 10014
United States
Email: marc@baileyduquette.com
21. Con Edison Utilities $539,732
PO Box 1702
New York, NY 10016-1702
United States
Email: corpcom@coned.com
22. Justin Stefano R29 Put Holding $521,596
525 University Avenue Palo
Alto, California 94301
United States
Email: joseph.yaffe@skadden.com
23. Salesforce.com Inc. Software $515,927
Landmark One Market
Steet Suite 300
San Francisco, CA 94105
United States
Email: payment@salesforce.com
24. Paul Hastings Europe LLP Legal Services $499,339
515 S Flower Street, Suite 2500
Los Angeles, CA 90071
United States
Email: matthewpoxon@paulhastings.com
25. Asana, Inc. Software $469,423
1550 Bryant St Ste 800
San Francisco, CA 94103
United States
Email: ar@asana.com
26. Wolftech Broadcast Solutions Software $420,875
Agnes Mowinckels Gate 6
5008 Berger
Norway
Tel: 47 901 22 462
Email: ab@woftech.no
27. Oracle America Inc. Software $416,953
500 Oracle Parkway
Redwood City CA 94065
United States
Email: peter.fernan@oracle.com
28. JPMorgan Chase NA Purchasing Cards $399,438
P.O. Box 15918
Mall Suite DE1-1404
Wilmington, DE 19850
United States
Email: patrick.j.minick@jpmorgan.com
29. Presidio Networked Software $385,444
Solutions Group, LLC
12120 Sunset Hills, Suite 202
Reston, VA 20190
United States
Email: PNSGremittanceAdvices@presidio.com
30. Davis Wright Tremaine LLP Legal Services $364,116
920 5th Ave, Suite 3300
Seattle, WA 98104-1610
United States
Email: achpaymentnotification@dwt.com
VIRGIN PULSE: $185M Bank Debt Trades at 22% Discount
----------------------------------------------------
Participations in a syndicated loan under which Virgin Pulse Inc is
a borrower were trading in the secondary market around 78.2
cents-on-the-dollar during the week ended Friday, May 12, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $185 million facility is a Term loan that is scheduled to
mature on April 6, 2029. The amount is fully drawn and
outstanding.
Virgin Pulse, Inc. operates as a digital health, well being, and
engagement company. The Company focuses on engaging users every day
in building and sustaining healthy behaviors and driving measurable
outcomes for employees, employers, and health plans.
VISIONARY LABELS: Court OKs Final Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, authorized Visionary Labels and Packaging LLC
to use cash collateral on a final basis.
As previously reported by the Troubled Company Reporter, on August
3, 2021, the Debtor executed an SBA note, pursuant to which the
Debtor obtained a COVID Economic Injury Disaster Loan in the amount
of $500,000. The terms of the Note require the Debtor to pay
principal and interest payments of $2,505 every month beginning 18
months from the date of the Note over the 30-year term of the SBA
Loan, with a maturity date of August 3, 2051. The SBA Loan has an
annual rate of interest of 3.75% and may be prepaid at any time
without notice or penalty. As of the Petition Date, the amount due
on the SBA Loan was $530,000.
As evidenced by a Security Agreement executed on August 3, 2021 and
a valid UCC-1 filing on August 17, 2021 as Filing Number
U210076078227, the SBA Loan is secured by all tangible and
intangible personal property.
A copy of the order is available at https://bit.ly/42iVIb4
fromPacerMonito.com.
About Visionary Labels and Packaging, LLC
Visionary Labels and Packaging, LLC is in the business of labeling
and providing labeled cans to beer brewers and other makers of
canned beverages.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11032) on March 17,
2023. In the petition signed by Frank Sanchez, chief executive
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Magdalena Reyes Bordeaux oversees the case.
Giovanni Orantes, Esq., at The Orantes Law Firm, A.P.C., represents
the Debtor as legal counsel.
VRC LLC: Seeks to Hire J. Zac Christman as Bankruptcy Attorney
--------------------------------------------------------------
VRC, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Pennsylvania to hire J. Zac Christman, Esq., a
practicing attorney in Stroudsburg, Pa., to handle its Chapter 11
case.
Mr. Christman will be paid at the rate of $300 per hour and
reimbursed for out-of-pocket expenses incurred. The attorney
received from the Debtor a retainer in the amount of $2,500.
Mr. Christman disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The attorney can be reached at:
J. Zac Christman, Esq.
556 Main Street, Suite 12
Stroudsburg, PA 18360
Tel: (570) 234-3960
Fax: (570) 234-3975
Email: zac@fisherchristman.com
About VRC LLC
VRC, LLC is engaged in activities related to real estate. The
company is based in Cresco, Pa.
VRC filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00926) on April 26,
2023, with $2,673,610 in assets and $1,429,964 in liabilities.
Svetlana Hanover, owner and member, signed the petition.
Judge Mark J. Conway oversees the case.
J. Zac Christman, Esq. represents the Debtor as counsel.
WAYNE HEALTHCARE: Fitch Affirms 'BB+' IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Wayne Healthcare's (WH) Issuer Default
Rating (IDR) at 'BB+' and the series 2019A hospital revenue bonds
issued by Darke County (OH) on behalf of WH at 'BB+'.
The Rating Outlook is Stable.
Entity/Debt Rating Prior
----------- ------ -----
Wayne Healthcare (OH) LT IDR BB+ Affirmed BB+
Wayne Healthcare
(OH) /General
Revenues/1 LT LT BB+ Affirmed BB+
The affirmation of the 'BB+' and Stable Outlook reflect WH's
manageable leverage, strong liquidity, and adequate MADS coverage
despite materially weaker operating performance in FY2022. WH had
materially lower revenues in FY 2022 reflecting the absence of
provider relief funding, staffing related suspension of WH's
surgical services for more than a month early in the year,
physician turnover, and clinical staffing related pressures leading
to a limited inpatient census for a period of time.
WH continues to experience a slow, but improving, post-pandemic
rebound of patient volumes. Inflationary pressures on labor and
supply costs further constrained operations contributing to fiscal
2022 operating and operating EBITDA deficits. However, robust
liquidity, despite unrealized losses, provided for sufficient
non-operating income to produce adequate coverage of MADS and
comfortable headroom above WH's debt service coverage covenant.
In Fitch's view, WH wisely insulated itself against increasing
interest rates and enhanced debt service coverage capacity by
paying off series 2019B variable rate bonds last August. WH remains
challenged by inflationary pressures and volumes that have been
slow to rebound. However, Fitch expects WH's recent accretive
clinical and service line additions along with closing its
unprofitable geriatric behavioral health service line to support
improved operating performance in fiscal 2023 and beyond. Margins
are likely to remain constrained over the next two to three fiscal
years when compared with WH's past performance.
SECURITY
The bonds are secured by a pledge of security interest on the gross
receipts of the obligated group, a mortgage lien on the hospital
and a debt service reserve fund.
KEY RATING DRIVERS
Revenue Defensibility - 'bb'
Competitive and Narrow Market; Constrained Payor Mix
WH has a weak revenue defensibility due to a relatively competitive
market and a weak payor mix. Despite a leading PSA market position
of almost 33% in 2022, WH faces competition from other hospitals in
its broader service area, with four similarly sized hospitals and
two larger hospitals operating within 40 miles. WH also has a weak
payor mix, with a high but modestly improving concentration of
government payors and Medicaid and self-pay totaling an elevated
31% of 2022 gross revenues.
Operating Risk - 'bb'
Revenue and Inflation Pressures
WH's operating risk assessment has weakened from both revenue and
expense pressures. Its revenues declined to $64 million in FY 2022
from $76 million in FY 2021 due to the absence of provider relief
funding, clinical staff turnover, the staffing-related suspension
of some services, and a limit placed on inpatient census or a
period of time. WH also incurred almost $4 million of excess
staffing expense over budget from having to utilize expensive
contract labor and the need to increase hourly compensation to
incentivize staff, particularly to attract staff to fill less
desirable shifts. For 2022 salaries, wages, and benefits costs
increased to 64% of revenues, up from 55% in 2021. Supply costs
also remain elevated, increasing to 13.8% of total revenues,
compared with 13% in 2022 and 12%-13% historically.
Fiscal 2022 operating EBITDA and EBITDA were (6.2%) and 7.1%
respectively. In 2022 WH closed its geriatric behavorial health
unit service line. It is ramping up its pain management group, has
hired a cardiologist, and has increased capacity within its
orthopedic service line. WH management expects these initiatives to
drive additional revenues in 2023 and beyond. The closing of the
geri-psych unit eliminated a service line that was a drain on
operating performance.
With inflationary pressures on the expense base likely to be
sustained for the next two to three years, Fitch expects operating
EBTDA and EBITDA margins to remain pressured over the near term.
Operating EBITDA and EBITDA margins are expected to remain under 6%
and 9% respectively over the next two to three fiscal years, well
below FY 2020 and FY 2021 levels.
Nevertheless, Fitch expects that moderating inflation over-time and
organic revenue growth will help WH restore operating EBITDA
margins to between 6% and 8% over the next three or four fiscal
years. Its modest capital spending plans should support this
outcome, provided clinical initiatives prove successful and patient
volumes continue to rebound. Planned capital spending will be
mostly routine over the next few years, except for IT-related
spending to upgrade WH's existing EHR, supply chain, and PACS
software.
Financial Profile - 'bbb'
Manageable Leverage and Adequate Liquidity
WH is expected to maintain solid balance sheet metrics throughout
Fitch's forward-looking analysis despite expectations for near-term
margin compression and market volatility due to current economic
conditions. WH's financial position has weakened somewhat due to
unrealized investment losses, but liquidity remains sound and
leverage manageable, particularly following the payoff of its $14
million variable rate series 2019B.
WH used unrestricted reserves to pay off its $14 million bank
direct placement in August 2022. Along with market volatility, this
reduced Fitch-calculated days cash to 453 from 605 days. However,
it also left FY 2022 cash-to-adjusted debt of over 183%, which
remains fully in-line with the 'bbb' financial profile assessment.
After last year's payoff of directly placed bank debt, WH has $47
million of outstanding fixed rate debt.
In addition to the payoff of the variable rate series 2019 bonds,
WH also terminated its fixed payor swap in 2022. Following the debt
payoff WH's MADS declined to $2.91 million from $3.91 million,
providing for adequate 1.8x MADS coverage at FYE 2022, compared
with WH's 1.2x coverage covenant. Fitch's stress case scenario
suggests that MADS coverage compliance could be pressured in FY2023
or FY2024 if management's revenue and expense expectations are not
met, particularly if volatile market conditions return. However,
under Fitch's base case scenario debt service coverage should
remain at 1.5x or stronger over the next five years.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A significant decline in liquidity due to either an increase in
incremental debt or high capital spending without commensurate
growth in cash flow that leads to cash-to-adjusted debt that is
sustained below 100%;
- Sustained operating EBITDA margins below 6%-7% beyond the
expected constrained operating performance during FY 2023 and FY
2024.
- Although not expected, WH could face negative rating pressure if
economic conditions materially weaken relative to Fitch's current
outlook or should other factors materially constrain financial
performance resulting in a materially more tepid recovery during
the next few years.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Sustained operating EBITDA margins at or above 8% over time,
inclusive of expected near-term financial performance, and a
demonstrated period of reduced operating volatility;
- Cash-to-adjusted debt that is sustained above 200% which, while
elevated relative to the minimum metric to achieve an
investment-grade rating, incorporates WH's size, payor mix,
competitive position and narrow market.
PROFILE
Wayne Hospital d/b/a as Wayne Healthcare is a 104 licensed bed (67
staffed) acute care hospital located in Greenville, OH,
approximately 50 miles northwest of Dayton, OH. In fiscal 2022, WH
had total operating revenues of approximately $64 million down from
$76 million in FY 2021. The obligated group consists WH and a
professional services group, WHC Professional Services LLC.
Non-obligated affiliates are included within WH's consolidated
financial statements and are not material.
As of April 2017, WH and Premier Health (A-/Negative) signed an
affiliation agreement for the purposes of collaboration between the
two entities. The intent of the collaboration is to enhance
development of resources for new facilities and programs, maintain
and provide medical services for the underserved, and to further
collaboration and integration between WH and Premier Health.
As part of the agreement, Premier Health purchased a 33.3%
ownership position in WH for $13 million and has the right to
appoint six of the 18 members on WH's board of directors. Premier
Health does not collect yearly earnings from WH. The affiliation
term was extended in 2020 and runs through April 2029. It allows WH
three options at the end of the term: become a party to Premier
Health's joint operating agreement; pursue another agreement with
Premier Health; or terminate the affiliation, which would include a
fair market value buyout price to Premier Health. Premier Health is
not obligated on WH's debt and does not provide a guarantee of the
debt.
A termination by WH of its affiliation agreement with Premier
Health at the end of the current agreement in 2029 would result in
a repayment to Premier Health, but Fitch does not view it as an
asymmetric risk at this time. If WH elects to end their affiliation
with Premier Health a buyout price will be negotiated based on a
determined fair market value.
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.
WEWORK COS: S&P Upgrades ICR to 'CCC+', Outlook Stable
------------------------------------------------------
S&P Global Ratings raised its issuer credit rating to 'CCC+' from
'SD' on New York City-based flexible space provider WeWork Cos.
LLC.
S&P said, "We raised our issue-level rating on the 7.875% unsecured
notes to 'CCC' from 'D'. The recovery rating is revised to '5' from
'4'. We also assigned our 'B-' issue-level ratings to the $525
million first-lien notes and 'CCC' issue-level ratings to the $687
million second-lien exchange notes. The recovery ratings are '2'
and '5', respectively."
The stable outlook reflects that the company will have sufficient
liquidity to service its debt obligations over the next 12 months
despite weak cash flow.
WeWork completed its distressed exchange, resulting in the
equitization of $1.25 billion of debt. It also exchanged $1.05
billion in aggregate principal amount of its outstanding notes for
new notes and stock at an average discount of approximately 10%.
WeWork's capital structure remains unsustainable due to negative
free cash flow and high leverage.
WeWork completed its debt-for-equity swap, equitizing $1,256
million of its senior unsecured notes for class A common stock.
Additionally, the company exchanged $1.05 billion in aggregate
principal amount of its outstanding notes including $505 million of
its 7.875% senior unsecured notes and $541 million of its 5% senior
unsecured notes for new notes and common stock. Although S&P viewed
the exchanges as a default because the company is distressed and
lenders received less than they were originally promised, the
impact of these exchanges is marginally positive and will reduce
the company's cash interest costs by roughly $90 million per year.
In addition, subject to acceptable amendments, Softbank Vision Fund
II shall continue to provide credit support under the existing
letter of credit (LC) facility until Aug. 15, 2027, to reimburse
existing LCs. S&P expects WeWork to work with bank lenders to
extend the March 2025 maturity dates for the LC facility some point
this year. The restructuring moved the maturity wall to 2027 from
2025. WeWork has about $897 million of total liquidity, which
includes $422 million of cash on the balance sheet, and an undrawn
delayed draw notes facility of $475 million as of March 31, 2023,
pro forma for the transaction.
However, WeWork maintains a heavy debt load with roughly $2.4
billion in reported debt pro forma for the recent exchanges. Much
of this debt bears high interest rates, which will likely lead to
total S&P adjusted interest costs of over $500 million in 2023.
While the cash interest component is lower (about $270 million),
the payment-in-kind (PIK) feature will cause total debt to increase
over the next few years, despite near-term liquidity benefits. As a
result, S&P believes the company's capital structure is still
unsustainable, and it is reliant on favorable economic and business
conditions to meet its debt obligations over the next few years.
S&P expects WeWork's earnings growth to slow amidst macroeconomic
uncertainty.
WeWork has meaningfully increased its occupancy levels in the last
12 months as the demand for flexible office space has grown. As of
the first-quarter of 2023, physical occupancy reached 73% (up from
67% a year ago). It's All-Access membership solution (an on-demand,
pay-as-you-go, or monthly subscription) grew to 75,000
subscribers(from 55,000 year-over-year), which allows the business
to leverage its desk capacity beyond its physical occupancy
metrics.
However, occupancy declined from 75% as of year ended Dec. 31,
2022, in part due to enterprise churn. S&P said, "While the company
remains optimistic on enterprise customer growth, we believe this
growth could slow given the macroeconomic backdrop. S&P Global
economists forecast a shallow recession in 2023 with U.S. GDP to
decline by 0.3 percentage points from its peak in the first quarter
of 2023 to its trough in the third quarter of 2023. As such, we
expect occupancy growth to be limited to 300 basis points (bps)-500
bps (76%-78% area by year-end 2023), compared to the near 1,200 bps
growth in 2022. We expect average revenue per member (ARPM) to grow
in the low- to mid-single-digit percent area through price
increases and the roll-off of discounted months. We think this,
combined with its cost rationalization (run-rate selling, general,
and administrative costs between $600 million-$650 million in 2023
compared to nearly $800 million in 2021), will allow WeWork to
continue on its path toward positive EBITDA. Still, we expect
reported free cash flow deficits of nearly $750 million-$850
million for fiscal year 2023. We forecast WeWork will not generate
positive free cash flow until at least the fourth quarter of
2024."
S&P believes enterprise customers increasingly desire the
flexibility that WeWork provides.
WeWork's momentum in gaining large enterprise clients over the past
years (to 46% of total members as of the year ended 2022) indicates
a changing preference from corporate customers managing their
real-estate footprint. Once it became clear during the pandemic
that hybrid work environments would become the standard, many
companies downsized their real estate footprints but wanted to
maintain flexibility to accommodate workers who desired physical
office space. In addition, companies began hiring workers in other
cities due to a tight labor market.
For companies to have physical office space without having to
commit to a traditional long-term lease is also beneficial during
times of economic uncertainty. This allows more flexibility to
manage headcount and control costs.
S&P said, "Although flex space penetration as a percentage of
office real estate accelerated through the pandemic (estimated to
be at about 2%) and will likely continue to grow, we believe flex
space is likely to remain a modest (5%-15%) percentage of an
enterprises' office footprint in the long term. Enterprise
customers who select WeWork as their landlord typically have terms
ranging from 12–24 months. The decision to renew these contracts
will be a key signal confirming that the recent occupancy growth
represented more of a structural change in customer preferences,
rather than an interim choice based on economic uncertainty to
delay a longer-term decision on its permanent footprint.
"We believe the future state of office footprints for many large
enterprises will likely be a combination of private office space in
large cities, where headcount may be concentrated, combined with an
allocation to flex space providers in additional cities. WeWork
remains uniquely positioned to take advantage of this trend given
its competitive solution and well-recognized brand name as a flex
space operator.
"The stable outlook reflects that the company will have sufficient
liquidity to service its debt obligations over the next 12 months
despite weak cash flow."
S&P could lower the rating if:
-- Occupancy metrics underperform S&P's base-case expectations
such that WeWork's cash burn does not steadily improve and it
becomes concerned about its liquidity position over the next 12
months; or
-- The company pursues a subpar debt exchange or any other form of
debt restructuring.
S&P said, "While unlikely over the next 12 months, we could raise
our ratings on WeWork if the company demonstrates
better-than-expected financial performance leading to better
membership and occupancy rates through the expansion of its more
stable enterprise customers and actioned cost savings contribute to
a more efficient cost structure. In such a scenario we would expect
sustained positive free cash flow generation."
ESG credit indicators: E-2, S-3, G-3
S&P said, "Governance factors are a moderately negative
consideration in our rating analysis on WeWork. While the company's
management team has gone through recent changes to address concerns
about the effectiveness and independence of the board, as well as
to carry out its oversight responsibility, the business has yet to
generate a track record under the new leadership. Social factors
are a moderately negative consideration in our analysis, reflecting
the impact from social-distancing measures, which drove down
capacity-utilization metrics during the pandemic, as well as
changes in demand for office space."
WYNN RESORTS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Wynn Resorts Ltd.
to positive from negative. At the same time, S&P also affirmed its
'B+' issuer credit ratings on Wynn Resorts and its subsidiaries,
and affirmed all issue-level ratings.
The positive outlook reflects S&P' expectation that Wynn's faster
than anticipated cash flow recovery in Macao coupled with healthy
U.S. cash flow will support adjusted leverage improving to high-5x
by the end of 2023, modestly below its 6x upgrade threshold, and
possibly about 5x in 2024. This assumes no material changes in the
company's development spending plans.
A more rapid recovery in Macao's GGR should support faster
improvement in Wynn's revenue and cash flow in the region and more
rapid deleveraging.
S&P said, "Following the relaxation of COVID-19 control measures
and travel restrictions, Macao's GGR has recovered more robustly
than we previously anticipated. In the first quarter of 2023,
marketwide mass GGR recovered to 67% of first quarter 2019 levels
and VIP revenue recovered to 23%. The recovery outpaced our prior
expectation that mass GGR in the first quarter of 2023 would be
roughly 35%-40% of 2019 levels and would accelerate in the second
half of the year and recover to 60%-70% of 2019 levels in 2023. As
a result, we revised upward our full-year Macao GGR forecast. We
now expect mass GGR to recover to 75%-85% of 2019 levels this year
and to fully recover in 2024. We assume VIP GGR in 2023 remains
about 20%-25% of 2019 levels.
"In the first quarter of 2023, Wynn Macau Ltd.'s (WML) revenue
recovered to about 50% of first quarter 2019 levels and EBITDA
recovered to about 40%. This was in line with our previous
full-year assumption, which incorporated an acceleration in the
market's recovery in the second half. As a result, we revised
upward our WML full-year forecast. Wynn relies heavily on a
recovery in Macao because the region accounted for approximately
two-thirds of the company's property-level EBITDA pro forma for a
full-year contribution of Encore Boston Harbor (which opened in
June 2019) and using 2019 EBITDA for WML.
"We now expect revenue in 2023 to be about 65% of 2019 levels and
85% in 2024. We assume Macao property EBITDA margins in the mid- to
high-20% range in 2023 and in the 30% area in 2024. This would
result in 2023 EBITDA recovering to 55%-60% of 2019 and 80%-85% in
2024. As a result of improved cash flow in Macao, we now expect
Wynn's leverage to improve to the high-5x area in 2023, about a
year earlier than we expected, compared with mid-7x previously.
Wynn's leverage could improve closer to 5x in 2024. We believe this
could represent an adequate cushion relative to our 6x upgrade
threshold to support a one-notch higher rating and provide the
company flexibility to pursue additional large-scale development
projects, including expected investments in Macao, the United Arab
Emirates, and possibly New York."
Investments under Wynn's Macao concession should be manageable
given the expected cash flow recovery.
Under the terms of its new concession granted in December 2022, WML
committed to investing $2.2 billion over 10 years to develop
certain nongaming and gaming projects, of which it will use about
$2.05 billion for nongaming capital projects and event programming.
These investment commitments will include a mixture of capital
expenditure (capex) and operating expenses to support nongaming
amenities and events. S&P said, "We believe this will be manageable
for WML as Macao's GGR recovers. In addition, we expect that
large-scale capex projects will likely require design planning and
government approvals before beginning. The company has publicly
indicated it expects investments related to the new concession will
total $50 million-$220 million in 2023. We believe investments may
ramp up in future years and, depending on the timing and pace of
spending, could slow improvement in cash flow and credit
measures."
Macroeconomic factors that could impede discretionary spending are
rising and pose risks to Wynn's strong U.S. cash flow, but
convention and group recovery in Las Vegas may be an offset.
Rising prices and interest rates will likely eat away at household
purchasing power in 2023, and U.S. economic weakness will soften
the job market later this year. While the most anticipated
recession in recent years has yet to emerge, the collapse of
Silicon Valley Bank on March 10 has increased chances a hard
landing is now at the U.S. economy's door. Current conditions so
far indicate a resilient economy, despite challenges. S&P's U.S.
GDP growth forecast still calls for a shallow recession. But
increased credit tightening stemming from recent events may lead to
a far worse outcome. Although the shift in spending toward
experiences and away from goods may continue, weakening
macroeconomic conditions and lower accumulated savings could
eventually cause consumers to pull back on gaming, travel, and
entertainment spending. Acceleration in convention and group
business in Las Vegas in 2023 could partly replace a moderation in
leisure demand, but a weakening macroeconomic environment could
slow the pace of recovery if corporate travel budgets fall.
Destination markets such as Las Vegas tend to be more volatile in a
downturn than regional gaming markets. But continued group and
convention recovery, the return of international travel, and
investment in new attractions, including the opening of Allegiant
Stadium (2020) and the MSG Sphere (slated to open in 2023) should
continue to support recovery in visitation to Las Vegas. In
addition, supply growth in the market is modest and much lower than
in 2008-2010. As a result, S&P expects the impacts of a shallow
recession on Las Vegas in 2023 would be less dramatic than during
the financial crisis. In addition, Wynn's first quarter of 2023
benefitted from an easy comparison with the first quarter of 2022
due to the negative impact the COVID-19 omicron variant had on
travel and hotel demand in Las Vegas, especially the group and
convention segment and the Consumer Electronics Show (CES) show
held every January. Attendance rose to 115,000 this year,
approximately 33% below 2020 attendance, from 44,000 in 2022. The
market also benefitted in the first quarter from the return of
CONEXPO-CON/AGG, a construction trade show held every three years
that attracted record attendance this year of 139,000 compared to
just under 130,000 in March 2017. A favorable event calendar in
2023 should also help. Formula 1's Las Vegas Grand Prix auto race
in November 2023 expects to attract significant visitation and
spending during what is normally a slower period for the market.
Additional development projects, depending on their timing, could
slow the pace of Wynn's deleveraging.
S&P Said, "Wynn has several development projects outside of Macao
that we expect will require capital commitments over the next few
years, including its expansion at Encore Boston Harbor and an
integrated resort development in the UAE. While these projects
could slow deleveraging, we believe Wynn has ample liquidity,
including remaining proceeds from the sale of the land and real
estate of Encore Boston Harbor last year, as well as expected cash
flow generation. We expect Encore Boston Harbor will likely be a
$300 million-$400 million project, with spending from 2023-2025. We
also expect Wynn will begin making equity contributions to its
integrated resort development in the UAE with partners Marjan and
RAK Hospitality Holding. Wynn has indicated it expects the
development will cost an estimated $3.9 billion, and open in the
first quarter of 2027. Based on the assumption that it will be 50%
funded with equity with contributions from all the equity owners
and Wynn's 40% equity ownership, we expect these contributions will
total $780 million. Wynn anticipates its equity contributions will
be funded over the construction timeline, but the equity funding
schedule has yet to be negotiated with financing partners. Wynn has
also partnered with developer Related Companies on a bid for a New
York casino development in Hudson Yards. The company has not
disclosed the size of the project or its potential contribution
should the partnership secure a license. We do not expect New York
to select licensees until 2024.
"The positive outlook reflects our expectation that faster than
anticipated cash flow recovery in Macao coupled with healthy U.S.
cash flow will support adjusted leverage improving to high-5x by
the end of 2023, modestly below our 6x upgrade threshold, and
possibly about 5x in 2024, assuming no material changes in the
company's development spending plans."
S&P could revise the outlook to stable if:
-- S&P no longer expected the company's cash flow recovery in
Macao and strong cash flow in the U.S. to support leverage
improving below 6x;
-- The company undertook additional development spending or made
additional shareholder returns that kept leverage above 6x.
S&P said, "While less likely given our forecast cash flow recovery,
we could revise the outlook to negative or lower ratings if we
expected Wynn to sustain leverage above 7x. This would most likely
result from a combination of significantly weaker than expected
operating performance in both Macao and the U.S., as well as
financial policy decisions regarding capex, new developments,
shareholder returns, and/or acquisitions that added leverage.
"We could raise the rating if we expected the company to sustain
leverage below 6x, incorporating possible operating volatility,
increased development spending, and shareholder returns."
ESG credit indicators: E-2, S-3 (revised from S-4), G-3
S&P said, "Health and safety factors have improved in our view and
are now a moderately negative consideration in our credit analysis.
As a result, we revised our social credit indicator to S-3 from
S-4. China's zeo-COVID-19 policy severely depressed Wynn's cash
flow in Macao for nearly three years. However, following the
relaxation of those policies earlier this year, visitation to the
market and revenue have been recovering faster than we previously
expected. As a result, we revised upward our Macao GGR forecast. We
now expect mass GGR to improve to 75%-85% of 2019 levels this year
(from 60%-70%) and believe it will fully recover next year. As a
result, Wynn's cash flow recovery and leverage improvement will
accelerate. In addition, despite property closures, operating and
capacity restrictions, a slower recovery in conventions and group
meetings and limited international visitation to Las Vegas, the
company's U.S. revenue and cash flow recovered strongly. Strong
leisure demand for Las Vegas and regional gaming supports this.
Nevertheless, while we view the pandemic as a rare and extreme
disruption that is unlikely to recur at the same magnitude, health
and safety scares are an ongoing risk factor." Increased
regulations to address social risks can also periodically introduce
volatility in gaming revenue and profitability. For instance,
concerns over the proliferation of gaming, rapid GGR growth, and
perceived corruption led the Chinese central government to impose
visa restrictions, increase scrutiny on the movement of money into
and out of Macao, and increase enforcement of marketing
restrictions. These types of regulatory changes contributed to a
34% decline in Macao's GGR in 2015, for example. The government's
commitment to diversify revenue can also lead to higher capital
spending to develop non-gaming amenities.
Governance factors are, on a net basis, a moderately negative
consideration. Wynn is subject to ongoing oversight from an
independent monitor that reviews and evaluates its adherence to
policies. This was a condition of maintaining its Massachusetts
gaming license following regulatory investigations into allegations
of sexual assault against founder Steve Wynn.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Health and safety
Z NEWS SERVICE: Seeks to Hire The Rosner Law Group as Counsel
-------------------------------------------------------------
Z News Service, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire The Rosner Law Group LLC as
its legal counsel.
The firm's services include:
a. providing legal advice regarding local rules, practices and
procedures, and providing substantive and strategic advice on how
to accomplish the Debtor's goals in connection with the prosecution
of its Subchapter V case;
b. preparing legal papers;
c. taking all necessary actions in connection with any Chapter
11 plan and all related documents and such further actions as may
be required in connection with the administration of the Debtor's
estate;
d. appearing in court and at any meeting with the U.S.
Trustee and creditors;
e. taking all necessary action to protect and preserve the
value of the Debtor's estate, including all related matters; and
f. other necessary legal services assigned by the Debtor.
The firm's hourly rates are as follows:
Frederick B. Rosner, Esq. $425
Scott J. Leonhardt, Esq. $400
Jason A. Gibson, Esq. $375
Zhao (Ruby) Liu, Esq. $350
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $25,000.
Frederick Rosner, Esq., a partner at The Rosner Law Group,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Frederick B. Rosner, Esq.
The Rosner Law Group LLC
824 N. Market St.
Wilmington, DE 19801
Tel: (302) 777-1111/(302) 319-6300
Email: rosner@teamrosner.com
About Z News Service
Z News Service, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10470) on
April 17, 2023, with as much as $50,000 in assets and $500,001 to
$1 million in liabilities. David Klauder, Esq., has been appointed
as Subchapter V trustee.
Judge Brendan Linehan Shannon oversees the case.
The Debtor is represented by The Rosner Law Group, LLC.
[*] Online Auction for Tallahassee Property Set for May 18
----------------------------------------------------------
Francis D. Santos of Fisher Auction Company will hold an online
auction on May 18, 2023, at 11:00 a.m., for the sale of a 45,298
+/- square feet Office Building on 1.81 +/- Acres in Tallahassee,
Florida. Mr. Santo can be reached at Tel: 754-220-4116. Broker
participation is 2%. The auction is subject to terms of sale.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
4D MOLECULAR THE FDMT US 244.0 (343.2) 204.8
ABSOLUTE SOFTWRE ABST US 533.6 (8.8) (62.8)
ABSOLUTE SOFTWRE OU1 GR 533.6 (8.8) (62.8)
ABSOLUTE SOFTWRE ABST CN 533.6 (8.8) (62.8)
ABSOLUTE SOFTWRE ABT2EUR EU 533.6 (8.8) (62.8)
ABSOLUTE SOFTWRE OU1 GZ 533.6 (8.8) (62.8)
ACCELERATE DIAGN AXDX* MM 51.0 (38.7) (25.3)
AIR CANADA AC CN 29,507.0 (1,555.0) 312.0
AIR CANADA ADH2 GR 29,507.0 (1,555.0) 312.0
AIR CANADA ACEUR EU 29,507.0 (1,555.0) 312.0
AIR CANADA ADH2 TH 29,507.0 (1,555.0) 312.0
AIR CANADA ACDVF US 29,507.0 (1,555.0) 312.0
AIR CANADA ADH2 QT 29,507.0 (1,555.0) 312.0
AIR CANADA ACEUR EZ 29,507.0 (1,555.0) 312.0
AIR CANADA ADH2 GZ 29,507.0 (1,555.0) 312.0
ALNYLAM PHARMACE ALNY US 3,391.9 (259.2) 1,867.6
ALNYLAM PHARMACE DUL GR 3,391.9 (259.2) 1,867.6
ALNYLAM PHARMACE DUL QT 3,391.9 (259.2) 1,867.6
ALNYLAM PHARMACE ALNYEUR EU 3,391.9 (259.2) 1,867.6
ALNYLAM PHARMACE DUL TH 3,391.9 (259.2) 1,867.6
ALNYLAM PHARMACE DUL SW 3,391.9 (259.2) 1,867.6
ALNYLAM PHARMACE ALNY* MM 3,391.9 (259.2) 1,867.6
ALNYLAM PHARMACE DUL GZ 3,391.9 (259.2) 1,867.6
ALNYLAM PHARMACE ALNYEUR EZ 3,391.9 (259.2) 1,867.6
ALPHATEC HOLDING L1Z1 GR 513.4 (13.1) 116.8
ALPHATEC HOLDING ATEC US 513.4 (13.1) 116.8
ALPHATEC HOLDING ATECEUR EU 513.4 (13.1) 116.8
ALPHATEC HOLDING L1Z1 GZ 513.4 (13.1) 116.8
ALTICE USA INC-A ATUS* MM 31,986.8 (480.7) (1,527.3)
ALTICE USA INC-A ATUS-RM RM 31,986.8 (480.7) (1,527.3)
ALTIRA GP-CEDEAR MOC AR 36,826.0 (3,826.0) (1,994.0)
ALTIRA GP-CEDEAR MOD AR 36,826.0 (3,826.0) (1,994.0)
ALTIRA GP-CEDEAR MO AR 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 GR 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO* MM 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO US 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO SW 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MOEUR EU 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO TE 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 TH 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO CI 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 QT 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MOUSD SW 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 GZ 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC 0R31 LI 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC ALTR AV 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MOEUR EZ 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC MO-RM RM 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7 BU 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7D EB 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7D IX 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP INC PHM7D I2 36,826.0 (3,826.0) (1,994.0)
ALTRIA GROUP-BDR MOOO34 BZ 36,826.0 (3,826.0) (1,994.0)
AMC ENTERTAINMEN AMC US 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 GR 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AMC4EUR EU 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 TH 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 QT 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AMC* MM 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 GZ 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AMC-RM RM 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN A2MC34 BZ 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN APE* MM 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AH9 BU 8,847.6 (2,590.3) (971.8)
AMC ENTERTAINMEN AMCE AV 8,847.6 (2,590.3) (971.8)
AMERICAN AIR-BDR AALL34 BZ 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL US 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G GR 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL* MM 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G TH 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G QT 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G GZ 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL11EUR EU 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL AV 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL TE 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE A1G SW 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE 0HE6 LI 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL11EUR EZ 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL-RM RM 66,786.0 (5,771.0) (6,938.0)
AMERICAN AIRLINE AAL_KZ KZ 66,786.0 (5,771.0) (6,938.0)
AMYRIS INC AMRS* MM 679.7 (648.1) (227.1)
AMYRIS INC A2MR34 BZ 679.7 (648.1) (227.1)
ARBOR METALS COR ABR CN 0.2 (0.5) (0.0)
ATLAS TECHNICAL ATCX US 487.4 (126.4) 102.2
AUTOZONE INC AZO US 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 TH 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 GR 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZOEUR EU 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 QT 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZO AV 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 TE 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZO* MM 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZOEUR EZ 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZ5 GZ 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC AZO-RM RM 15,545.1 (4,184.2) (1,819.8)
AUTOZONE INC-BDR AZOI34 BZ 15,545.1 (4,184.2) (1,819.8)
AVALON ACQUISI-A AVAC US 216.6 (9.8) (1.2)
AVALON ACQUISI-A 6YL GR 216.6 (9.8) (1.2)
AVALON ACQUISI-A AVACEUR EU 216.6 (9.8) (1.2)
AVALON ACQUISITI AVACU US 216.6 (9.8) (1.2)
AVID TECHNOLOGY AVID US 273.9 (118.7) (20.7)
AVID TECHNOLOGY AVD GR 273.9 (118.7) (20.7)
AVID TECHNOLOGY AVD TH 273.9 (118.7) (20.7)
AVID TECHNOLOGY AVD GZ 273.9 (118.7) (20.7)
AVIS BUD-CEDEAR CAR AR 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CUCA GR 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CAR US 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CUCA QT 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CAR2EUR EU 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CAR* MM 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CAR2EUR EZ 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CUCA TH 25,927.0 (700.0) (688.0)
AVIS BUDGET GROU CUCA GZ 25,927.0 (700.0) (688.0)
BABCOCK & WILCOX BW US 968.4 (10.2) 175.1
BABCOCK & WILCOX UBW1 GR 968.4 (10.2) 175.1
BABCOCK & WILCOX BWEUR EU 968.4 (10.2) 175.1
BATH & BODY WORK LTD0 GR 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LTD0 TH 5,494.0 (2,205.0) 887.0
BATH & BODY WORK BBWI US 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LBEUR EU 5,494.0 (2,205.0) 887.0
BATH & BODY WORK BBWI* MM 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LTD0 QT 5,494.0 (2,205.0) 887.0
BATH & BODY WORK BBWI AV 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LBEUR EZ 5,494.0 (2,205.0) 887.0
BATH & BODY WORK LTD0 GZ 5,494.0 (2,205.0) 887.0
BATH & BODY WORK BBWI-RM RM 5,494.0 (2,205.0) 887.0
BELLRING BRANDS BRBR US 735.0 (370.3) 304.9
BELLRING BRANDS D51 TH 735.0 (370.3) 304.9
BELLRING BRANDS BRBR2EUR EU 735.0 (370.3) 304.9
BELLRING BRANDS D51 GR 735.0 (370.3) 304.9
BELLRING BRANDS D51 QT 735.0 (370.3) 304.9
BEYOND MEAT INC BYND US 986.6 (253.1) 487.1
BEYOND MEAT INC 0Q3 GR 986.6 (253.1) 487.1
BEYOND MEAT INC 0Q3 GZ 986.6 (253.1) 487.1
BEYOND MEAT INC BYNDEUR EU 986.6 (253.1) 487.1
BEYOND MEAT INC 0Q3 TH 986.6 (253.1) 487.1
BEYOND MEAT INC 0Q3 QT 986.6 (253.1) 487.1
BEYOND MEAT INC BYND AV 986.6 (253.1) 487.1
BEYOND MEAT INC 0Q3 SW 986.6 (253.1) 487.1
BEYOND MEAT INC 0A20 LI 986.6 (253.1) 487.1
BEYOND MEAT INC BYNDEUR EZ 986.6 (253.1) 487.1
BEYOND MEAT INC 0Q3 TE 986.6 (253.1) 487.1
BEYOND MEAT INC BYND* MM 986.6 (253.1) 487.1
BEYOND MEAT INC BYND-RM RM 986.6 (253.1) 487.1
BIOCRYST PHARM BO1 TH 550.0 (294.6) 411.0
BIOCRYST PHARM BCRX US 550.0 (294.6) 411.0
BIOCRYST PHARM BO1 GR 550.0 (294.6) 411.0
BIOCRYST PHARM BO1 QT 550.0 (294.6) 411.0
BIOCRYST PHARM BCRXEUR EU 550.0 (294.6) 411.0
BIOCRYST PHARM BCRX* MM 550.0 (294.6) 411.0
BIOCRYST PHARM BCRXEUR EZ 550.0 (294.6) 411.0
BIOTE CORP-A BTMD US 119.1 (83.8) 87.6
BLUE BIRD CORP BLBD US 351.6 (9.2) (26.4)
BLUE BIRD CORP 4RB GR 351.6 (9.2) (26.4)
BLUE BIRD CORP 4RB GZ 351.6 (9.2) (26.4)
BLUE BIRD CORP BLBDEUR EU 351.6 (9.2) (26.4)
BLUE BIRD CORP BLBDEUR EZ 351.6 (9.2) (26.4)
BLUE BIRD CORP 4RB TH 351.6 (9.2) (26.4)
BLUE BIRD CORP 4RB QT 351.6 (9.2) (26.4)
BOEING CO-BDR BOEI34 BZ 136,347.0 (15,484.0) 15,301.0
BOEING CO-CED BA AR 136,347.0 (15,484.0) 15,301.0
BOEING CO-CED BAD AR 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA EU 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCO GR 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BAEUR EU 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA TE 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA* MM 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA SW 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BOEI BB 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA US 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCO TH 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA PE 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BOE LN 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA CI 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCO QT 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BAUSD SW 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCO GZ 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA AV 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA-RM RM 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BAEUR EZ 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA EZ 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BACL CI 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BA_KZ KZ 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCOD EB 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCOD IX 136,347.0 (15,484.0) 15,301.0
BOEING CO/THE BCOD I2 136,347.0 (15,484.0) 15,301.0
BOMBARDIER INC-A BBD/A CN 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-A BDRAF US 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-A BBD GR 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-A BBD/AEUR EU 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-A BBD GZ 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBD/B CN 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDC GR 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BDRBF US 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDC TH 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDBN MM 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBD/BEUR EU 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDC GZ 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBD/BEUR EZ 12,441.0 (2,448.0) (196.0)
BOMBARDIER INC-B BBDC QT 12,441.0 (2,448.0) (196.0)
BOX INC- CLASS A BOX US 1,207.2 (33.9) 90.9
BOX INC- CLASS A 3BX GR 1,207.2 (33.9) 90.9
BOX INC- CLASS A 3BX TH 1,207.2 (33.9) 90.9
BOX INC- CLASS A 3BX QT 1,207.2 (33.9) 90.9
BOX INC- CLASS A BOXEUR EU 1,207.2 (33.9) 90.9
BOX INC- CLASS A BOXEUR EZ 1,207.2 (33.9) 90.9
BOX INC- CLASS A 3BX GZ 1,207.2 (33.9) 90.9
BOX INC- CLASS A BOX-RM RM 1,207.2 (33.9) 90.9
BRIDGEBIO PHARMA BBIO US 625.7 (1,213.6) 456.1
BRIDGEBIO PHARMA 2CL GR 625.7 (1,213.6) 456.1
BRIDGEBIO PHARMA 2CL GZ 625.7 (1,213.6) 456.1
BRIDGEBIO PHARMA BBIOEUR EU 625.7 (1,213.6) 456.1
BRIDGEBIO PHARMA 2CL TH 625.7 (1,213.6) 456.1
BRIGHTSPHERE INV BSIG US 546.0 (8.3) -
BRIGHTSPHERE INV 2B9 GR 546.0 (8.3) -
BRIGHTSPHERE INV BSIGEUR EU 546.0 (8.3) -
BRIGHTSPHERE INV 2B9 GZ 546.0 (8.3) -
BRINKER INTL EAT US 2,478.1 (210.3) (372.3)
BRINKER INTL BKJ GR 2,478.1 (210.3) (372.3)
BRINKER INTL BKJ QT 2,478.1 (210.3) (372.3)
BRINKER INTL EAT2EUR EU 2,478.1 (210.3) (372.3)
BRINKER INTL BKJ TH 2,478.1 (210.3) (372.3)
BROOKFIELD INF-A BIPC CN 10,178.0 (361.0) (3,066.0)
BROOKFIELD INF-A BIPC US 10,178.0 (361.0) (3,066.0)
CALUMET SPECIALT CLMT US 2,741.8 (287.7) (531.7)
CARDINAL HEA BDR C1AH34 BZ 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CAH US 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CLH GR 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CLH TH 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CLH QT 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CAHEUR EU 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CLH GZ 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CAH* MM 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CAHEUR EZ 43,377.0 (2,218.0) 994.0
CARDINAL HEALTH CAH-RM RM 43,377.0 (2,218.0) 994.0
CARDINAL-CEDEAR CAH AR 43,377.0 (2,218.0) 994.0
CARDINAL-CEDEAR CAHC AR 43,377.0 (2,218.0) 994.0
CARDINAL-CEDEAR CAHD AR 43,377.0 (2,218.0) 994.0
CARVANA CO CVNA US 8,646.0 (1,322.0) 1,766.0
CARVANA CO CV0 TH 8,646.0 (1,322.0) 1,766.0
CARVANA CO CV0 QT 8,646.0 (1,322.0) 1,766.0
CARVANA CO CVNAEUR EU 8,646.0 (1,322.0) 1,766.0
CARVANA CO CV0 GR 8,646.0 (1,322.0) 1,766.0
CARVANA CO CV0 GZ 8,646.0 (1,322.0) 1,766.0
CARVANA CO CVNAEUR EZ 8,646.0 (1,322.0) 1,766.0
CARVANA CO CVNA* MM 8,646.0 (1,322.0) 1,766.0
CARVANA CO CVNA-RM RM 8,646.0 (1,322.0) 1,766.0
CEDAR FAIR LP FUN US 2,209.7 (793.2) (227.4)
CENTRUS ENERGY-A LEU US 689.0 (44.5) 192.4
CENTRUS ENERGY-A 4CU TH 689.0 (44.5) 192.4
CENTRUS ENERGY-A 4CU GR 689.0 (44.5) 192.4
CENTRUS ENERGY-A LEUEUR EU 689.0 (44.5) 192.4
CENTRUS ENERGY-A 4CU GZ 689.0 (44.5) 192.4
CENTRUS ENERGY-A 4CU QT 689.0 (44.5) 192.4
CHENIERE ENERGY CQP US 18,817.0 (950.0) 585.0
CINEPLEX INC CGX CN 2,150.5 (211.8) (310.3)
CINEPLEX INC CX0 GR 2,150.5 (211.8) (310.3)
CINEPLEX INC CPXGF US 2,150.5 (211.8) (310.3)
CINEPLEX INC CX0 TH 2,150.5 (211.8) (310.3)
CINEPLEX INC CGXEUR EU 2,150.5 (211.8) (310.3)
CINEPLEX INC CGXN MM 2,150.5 (211.8) (310.3)
CINEPLEX INC CX0 GZ 2,150.5 (211.8) (310.3)
COGENT COMMUNICA CCOI US 998.4 (548.5) 201.4
COGENT COMMUNICA OGM1 GR 998.4 (548.5) 201.4
COGENT COMMUNICA CCOIEUR EU 998.4 (548.5) 201.4
COGENT COMMUNICA CCOI* MM 998.4 (548.5) 201.4
COHERUS BIOSCIEN CHRS US 402.4 (196.5) 192.5
COHERUS BIOSCIEN 8C5 GR 402.4 (196.5) 192.5
COHERUS BIOSCIEN 8C5 TH 402.4 (196.5) 192.5
COHERUS BIOSCIEN CHRSEUR EU 402.4 (196.5) 192.5
COHERUS BIOSCIEN 8C5 QT 402.4 (196.5) 192.5
COHERUS BIOSCIEN CHRSEUR EZ 402.4 (196.5) 192.5
COHERUS BIOSCIEN 8C5 GZ 402.4 (196.5) 192.5
COMMSCOPE HOLDIN COMM US 11,337.0 (415.0) 1,707.5
COMMSCOPE HOLDIN CM9 GR 11,337.0 (415.0) 1,707.5
COMMSCOPE HOLDIN COMMEUR EU 11,337.0 (415.0) 1,707.5
COMMSCOPE HOLDIN CM9 TH 11,337.0 (415.0) 1,707.5
COMMUNITY HEALTH CYH US 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CG5 GR 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CG5 TH 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CG5 QT 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CYH1EUR EU 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CYH1EUR EZ 14,623.0 (791.0) 982.0
COMMUNITY HEALTH CG5 GZ 14,623.0 (791.0) 982.0
COMPOSECURE INC CMPO US 185.8 (291.2) 58.1
CONSENSUS CLOUD CCSI US 663.3 (240.7) 70.1
CONTANGO ORE INC CTGO US 23.3 (0.8) 8.4
COOPER-STANDARD CPS US 1,943.1 (26.8) 207.5
COOPER-STANDARD C31 GR 1,943.1 (26.8) 207.5
COOPER-STANDARD CPSEUR EU 1,943.1 (26.8) 207.5
COOPER-STANDARD C31 GZ 1,943.1 (26.8) 207.5
CPI CARD GROUP I PMTS US 296.7 (82.1) 99.6
CPI CARD GROUP I CPB1 GR 296.7 (82.1) 99.6
CPI CARD GROUP I PMTSEUR EU 296.7 (82.1) 99.6
CRINETICS PHARMA CRNX US 314.0 (485.2) -
CRINETICS PHARMA 6Z4 TH 314.0 (485.2) -
CRINETICS PHARMA 6Z4 GR 314.0 (485.2) -
CRINETICS PHARMA 6Z4 GZ 314.0 (485.2) -
CRINETICS PHARMA CRNXEUR EU 314.0 (485.2) -
CTI BIOPHARMA CO CEPS QT 123.5 (16.8) 77.6
CTI BIOPHARMA CO CTIC US 123.5 (16.8) 77.6
CTI BIOPHARMA CO CEPS GR 123.5 (16.8) 77.6
CTI BIOPHARMA CO CTIC1EUR EZ 123.5 (16.8) 77.6
CTI BIOPHARMA CO CTIC1EUR EU 123.5 (16.8) 77.6
CTI BIOPHARMA CO CEPS TH 123.5 (16.8) 77.6
CUTERA INC TJ9 GR 499.8 (39.0) 309.7
CUTERA INC CUTR US 499.8 (39.0) 309.7
CUTERA INC TJ9 TH 499.8 (39.0) 309.7
CUTERA INC CUTREUR EU 499.8 (39.0) 309.7
CUTERA INC TJ9 QT 499.8 (39.0) 309.7
CUTERA INC CUTREUR EZ 499.8 (39.0) 309.7
CYTOKINETICS INC CYTK US 889.8 (229.0) 605.4
CYTOKINETICS INC KK3A GR 889.8 (229.0) 605.4
CYTOKINETICS INC KK3A QT 889.8 (229.0) 605.4
CYTOKINETICS INC CYTKEUR EU 889.8 (229.0) 605.4
CYTOKINETICS INC KK3A TH 889.8 (229.0) 605.4
CYTOKINETICS INC KK3A SW 889.8 (229.0) 605.4
CYTOKINETICS INC CYTKEUR EZ 889.8 (229.0) 605.4
DELEK LOGISTICS DKL US 1,691.6 (117.4) (1.0)
DELL TECHN-C DELL US 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C 12DA TH 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C 12DA GR 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C 12DA GZ 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELL1EUR EU 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELLC* MM 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C 12DA QT 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELL AV 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELL1EUR EZ 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C DELL-RM RM 89,611.0 (3,025.0) (9,303.0)
DELL TECHN-C-BDR D1EL34 BZ 89,611.0 (3,025.0) (9,303.0)
DENNY'S CORP DE8 GR 480.4 (45.0) (34.6)
DENNY'S CORP DENN US 480.4 (45.0) (34.6)
DENNY'S CORP DENNEUR EU 480.4 (45.0) (34.6)
DENNY'S CORP DE8 TH 480.4 (45.0) (34.6)
DENNY'S CORP DE8 GZ 480.4 (45.0) (34.6)
DIEBOLD NIXDORF DBD SW 3,090.7 (1,473.6) 66.3
DIGITALOCEAN HOL DOCN US 1,584.4 (217.7) 512.5
DIGITALOCEAN HOL 0SU GR 1,584.4 (217.7) 512.5
DIGITALOCEAN HOL 0SU TH 1,584.4 (217.7) 512.5
DIGITALOCEAN HOL DOCNEUR EU 1,584.4 (217.7) 512.5
DIGITALOCEAN HOL 0SU GZ 1,584.4 (217.7) 512.5
DIGITALOCEAN HOL 0SU QT 1,584.4 (217.7) 512.5
DINE BRANDS GLOB DIN US 1,758.1 (288.7) (56.8)
DINE BRANDS GLOB IHP GR 1,758.1 (288.7) (56.8)
DINE BRANDS GLOB IHP TH 1,758.1 (288.7) (56.8)
DINE BRANDS GLOB IHP GZ 1,758.1 (288.7) (56.8)
DIVERSIFIED ENER DEC LN - - -
DIVERSIFIED ENER DGOCGBX EU - - -
DIVERSIFIED ENER DECL PO - - -
DIVERSIFIED ENER DECL L3 - - -
DIVERSIFIED ENER DECL B3 - - -
DIVERSIFIED ENER DECL TQ - - -
DIVERSIFIED ENER DGOCGBX EP - - -
DIVERSIFIED ENER DGOCGBX EZ - - -
DIVERSIFIED ENER DECL IX - - -
DIVERSIFIED ENER DECL EB - - -
DIVERSIFIED ENER DECL QX - - -
DIVERSIFIED ENER DECL BQ - - -
DIVERSIFIED ENER DECL S1 - - -
DOMINO'S P - BDR D2PZ34 BZ 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA EZV TH 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA EZV GR 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZ US 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA EZV QT 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZEUR EU 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZ AV 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZ* MM 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA EZV GZ 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZEUR EZ 1,641.4 (4,151.8) 271.4
DOMINO'S PIZZA DPZ-RM RM 1,641.4 (4,151.8) 271.4
DOMO INC- CL B DOMO US 242.1 (146.4) (79.8)
DOMO INC- CL B 1ON GR 242.1 (146.4) (79.8)
DOMO INC- CL B 1ON GZ 242.1 (146.4) (79.8)
DOMO INC- CL B DOMOEUR EU 242.1 (146.4) (79.8)
DOMO INC- CL B 1ON TH 242.1 (146.4) (79.8)
DOMO INC- CL B 1ON QT 242.1 (146.4) (79.8)
DROPBOX INC-A DBX US 2,993.7 (365.2) 247.2
DROPBOX INC-A 1Q5 GR 2,993.7 (365.2) 247.2
DROPBOX INC-A 1Q5 SW 2,993.7 (365.2) 247.2
DROPBOX INC-A 1Q5 TH 2,993.7 (365.2) 247.2
DROPBOX INC-A 1Q5 QT 2,993.7 (365.2) 247.2
DROPBOX INC-A DBXEUR EU 2,993.7 (365.2) 247.2
DROPBOX INC-A DBX AV 2,993.7 (365.2) 247.2
DROPBOX INC-A DBX* MM 2,993.7 (365.2) 247.2
DROPBOX INC-A DBXEUR EZ 2,993.7 (365.2) 247.2
DROPBOX INC-A 1Q5 GZ 2,993.7 (365.2) 247.2
DROPBOX INC-A DBX-RM RM 2,993.7 (365.2) 247.2
EF HUTTON ACQUIS EFHT US 118.0 (3.5) 0.0
EMBECTA CORP EMBC US 1,210.0 (822.6) 398.6
EMBECTA CORP EMBC* MM 1,210.0 (822.6) 398.6
EMBECTA CORP JX7 GR 1,210.0 (822.6) 398.6
EMBECTA CORP JX7 QT 1,210.0 (822.6) 398.6
EMBECTA CORP EMBC1EUR EZ 1,210.0 (822.6) 398.6
EMBECTA CORP EMBC1EUR EU 1,210.0 (822.6) 398.6
EMBECTA CORP JX7 GZ 1,210.0 (822.6) 398.6
EMBECTA CORP JX7 TH 1,210.0 (822.6) 398.6
ETSY INC ETSY US 2,500.5 (540.2) 845.8
ETSY INC 3E2 GR 2,500.5 (540.2) 845.8
ETSY INC 3E2 TH 2,500.5 (540.2) 845.8
ETSY INC 3E2 QT 2,500.5 (540.2) 845.8
ETSY INC 2E2 GZ 2,500.5 (540.2) 845.8
ETSY INC 300 SW 2,500.5 (540.2) 845.8
ETSY INC ETSY AV 2,500.5 (540.2) 845.8
ETSY INC ETSYEUR EZ 2,500.5 (540.2) 845.8
ETSY INC ETSY* MM 2,500.5 (540.2) 845.8
ETSY INC ETSY-RM RM 2,500.5 (540.2) 845.8
ETSY INC - BDR E2TS34 BZ 2,500.5 (540.2) 845.8
ETSY INC - CEDEA ETSY AR 2,500.5 (540.2) 845.8
FAIR ISAAC - BDR F2IC34 BZ 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FRI GR 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FICO US 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FICOEUR EU 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FRI QT 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FICOEUR EZ 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FICO1* MM 1,502.4 (770.8) 148.0
FAIR ISAAC CORP FRI GZ 1,502.4 (770.8) 148.0
FENNEC PHARMACEU FRX CN 26.9 (2.6) 22.1
FENNEC PHARMACEU FENC US 26.9 (2.6) 22.1
FENNEC PHARMACEU RV41 GR 26.9 (2.6) 22.1
FENNEC PHARMACEU FRXEUR EU 26.9 (2.6) 22.1
FENNEC PHARMACEU RV41 GZ 26.9 (2.6) 22.1
FERRELLGAS PAR-B FGPRB US 1,641.0 (221.8) 201.1
FERRELLGAS-LP FGPR US 1,641.0 (221.8) 201.1
FIBROGEN INC FGEN US 538.5 (28.9) 175.8
FIBROGEN INC 1FG GR 538.5 (28.9) 175.8
FIBROGEN INC FGEN* MM 538.5 (28.9) 175.8
FIBROGEN INC 1FG TH 538.5 (28.9) 175.8
FIBROGEN INC 1FG QT 538.5 (28.9) 175.8
FIBROGEN INC FGENEUR EU 538.5 (28.9) 175.8
FIBROGEN INC FGENEUR EZ 538.5 (28.9) 175.8
FIBROGEN INC FGEN-RM RM 538.5 (28.9) 175.8
FOGHORN THERAPEU FHTX US 372.9 (24.6) 264.9
GCM GROSVENOR-A GCMG US 488.9 (94.0) 133.5
GENELUX CORP GNLX US 10.2 (36.5) (21.3)
GODADDY INC-A GDDY US 7,092.3 (355.5) (869.2)
GODADDY INC-A 38D GR 7,092.3 (355.5) (869.2)
GODADDY INC-A 38D QT 7,092.3 (355.5) (869.2)
GODADDY INC-A GDDY* MM 7,092.3 (355.5) (869.2)
GODADDY INC-A 38D TH 7,092.3 (355.5) (869.2)
GODADDY INC-A 38D GZ 7,092.3 (355.5) (869.2)
GOGO INC GOGO US 759.2 (88.1) 262.1
GOGO INC G0G GR 759.2 (88.1) 262.1
GOGO INC G0G QT 759.2 (88.1) 262.1
GOGO INC GOGOEUR EU 759.2 (88.1) 262.1
GOGO INC G0G TH 759.2 (88.1) 262.1
GOGO INC G0G GZ 759.2 (88.1) 262.1
GOOSEHEAD INSU-A GSHD US 321.6 (26.0) 18.6
GOOSEHEAD INSU-A 2OX GR 321.6 (26.0) 18.6
GOOSEHEAD INSU-A GSHDEUR EU 321.6 (26.0) 18.6
GOOSEHEAD INSU-A 2OX TH 321.6 (26.0) 18.6
GOOSEHEAD INSU-A 2OX QT 321.6 (26.0) 18.6
GREEN PLAINS PAR GPP US 137.8 (0.1) 6.2
GUARDANT HEALTH GH US 1,511.6 (44.6) 900.3
GUARDANT HEALTH GH* MM 1,511.6 (44.6) 900.3
GUARDANT HEALTH 5GH TH 1,511.6 (44.6) 900.3
GUARDANT HEALTH 5GH GR 1,511.6 (44.6) 900.3
GUARDANT HEALTH GHGBPEUR EU 1,511.6 (44.6) 900.3
GUARDANT HEALTH 5GH GZ 1,511.6 (44.6) 900.3
GUARDANT HEALTH 5GH QT 1,511.6 (44.6) 900.3
H&R BLOCK - BDR H1RB34 BZ 3,157.9 (36.4) 187.2
H&R BLOCK INC HRB US 3,157.9 (36.4) 187.2
H&R BLOCK INC HRB GR 3,157.9 (36.4) 187.2
H&R BLOCK INC HRB TH 3,157.9 (36.4) 187.2
H&R BLOCK INC HRB QT 3,157.9 (36.4) 187.2
H&R BLOCK INC HRBEUR EU 3,157.9 (36.4) 187.2
H&R BLOCK INC HRBEUR EZ 3,157.9 (36.4) 187.2
H&R BLOCK INC HRB GZ 3,157.9 (36.4) 187.2
H&R BLOCK INC HRB-RM RM 3,157.9 (36.4) 187.2
HERBALIFE LTD HOO GR 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HLF US 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HLFEUR EU 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HOO QT 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HOO GZ 2,687.6 (1,222.8) 95.0
HERBALIFE LTD HOO TH 2,687.6 (1,222.8) 95.0
HEWLETT-CEDEAR HPQD AR 36,148.0 (3,730.0) (7,748.0)
HEWLETT-CEDEAR HPQC AR 36,148.0 (3,730.0) (7,748.0)
HEWLETT-CEDEAR HPQ AR 36,148.0 (3,730.0) (7,748.0)
HILTON WORLD-BDR H1LT34 BZ 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLT US 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 TH 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 GR 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 QT 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLTEUR EU 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLT* MM 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 TE 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLTEUR EZ 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLTW AV 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HI91 GZ 15,211.0 (1,413.0) (829.0)
HILTON WORLDWIDE HLT-RM RM 15,211.0 (1,413.0) (829.0)
HP COMPANY-BDR HPQB34 BZ 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ* MM 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ US 36,148.0 (3,730.0) (7,748.0)
HP INC 7HP TH 36,148.0 (3,730.0) (7,748.0)
HP INC 7HP GR 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ TE 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ CI 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ SW 36,148.0 (3,730.0) (7,748.0)
HP INC 7HP QT 36,148.0 (3,730.0) (7,748.0)
HP INC HPQUSD SW 36,148.0 (3,730.0) (7,748.0)
HP INC HPQEUR EU 36,148.0 (3,730.0) (7,748.0)
HP INC 7HP GZ 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ AV 36,148.0 (3,730.0) (7,748.0)
HP INC HPQEUR EZ 36,148.0 (3,730.0) (7,748.0)
HP INC HPQ-RM RM 36,148.0 (3,730.0) (7,748.0)
HP INC 7HPD EB 36,148.0 (3,730.0) (7,748.0)
HP INC 7HPD IX 36,148.0 (3,730.0) (7,748.0)
HP INC 7HPD I2 36,148.0 (3,730.0) (7,748.0)
INSEEGO CORP INSG-RM RM 157.7 (72.7) 18.6
INSMED INC INSM US 1,517.7 (44.7) 941.1
INSMED INC IM8N GR 1,517.7 (44.7) 941.1
INSMED INC IM8N TH 1,517.7 (44.7) 941.1
INSMED INC INSMEUR EU 1,517.7 (44.7) 941.1
INSMED INC INSM* MM 1,517.7 (44.7) 941.1
INSPIRATO INC ISPO* MM 430.4 (75.0) (161.2)
INSPIRED ENTERTA INSE US 309.4 (57.7) 53.9
INSPIRED ENTERTA 4U8 GR 309.4 (57.7) 53.9
INSPIRED ENTERTA INSEEUR EU 309.4 (57.7) 53.9
INVITAE CORP NVTA* MM 1,691.7 (36.7) 314.1
INVITAE CORP NVTA-RM RM 1,691.7 (36.7) 314.1
J. JILL INC JILL US 466.4 (0.2) 33.8
J. JILL INC 1MJ1 GR 466.4 (0.2) 33.8
J. JILL INC JILLEUR EU 466.4 (0.2) 33.8
J. JILL INC 1MJ1 GZ 466.4 (0.2) 33.8
JACK IN THE BOX JBX GR 2,907.0 (703.1) (197.0)
JACK IN THE BOX JACK US 2,907.0 (703.1) (197.0)
JACK IN THE BOX JACK1EUR EU 2,907.0 (703.1) (197.0)
JACK IN THE BOX JBX GZ 2,907.0 (703.1) (197.0)
JACK IN THE BOX JBX QT 2,907.0 (703.1) (197.0)
JAWS MUSTANG A-A JWSM US 22.7 (0.5) (3.8)
JAWS MUSTANG ACQ JWSM/U US 22.7 (0.5) (3.8)
KLX ENERGY SERVI KLXE US 465.9 (15.8) 100.3
KLX ENERGY SERVI KX4A GR 465.9 (15.8) 100.3
KLX ENERGY SERVI KLXEEUR EU 465.9 (15.8) 100.3
KLX ENERGY SERVI KX4A TH 465.9 (15.8) 100.3
KLX ENERGY SERVI KX4A GZ 465.9 (15.8) 100.3
KLX ENERGY SERVI KX4A QT 465.9 (15.8) 100.3
L BRANDS INC-BDR B1BW34 BZ 5,494.0 (2,205.0) 887.0
LAMF GLOBAL VENT LGVCU US 265.5 (10.2) (0.4)
LAMF GLOBAL VENT LGVC US 265.5 (10.2) (0.4)
LENNOX INTL INC LXI GR 2,770.4 (125.9) 145.2
LENNOX INTL INC LII US 2,770.4 (125.9) 145.2
LENNOX INTL INC LII1EUR EU 2,770.4 (125.9) 145.2
LENNOX INTL INC LXI TH 2,770.4 (125.9) 145.2
LENNOX INTL INC LII* MM 2,770.4 (125.9) 145.2
LESLIE'S INC LESL US 1,163.2 (255.0) 299.3
LESLIE'S INC LE3 GR 1,163.2 (255.0) 299.3
LESLIE'S INC LESLEUR EU 1,163.2 (255.0) 299.3
LESLIE'S INC LE3 QT 1,163.2 (255.0) 299.3
LINDBLAD EXPEDIT LIND US 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LI4 GR 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LINDEUR EU 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LI4 TH 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LI4 QT 788.0 (85.6) (157.8)
LINDBLAD EXPEDIT LI4 GZ 788.0 (85.6) (157.8)
LIQUIDIA CORP LQDA US 128.9 (362.3) 94.4
LIQUIDIA CORP LT4 TH 128.9 (362.3) 94.4
LIQUIDIA CORP LT4 GR 128.9 (362.3) 94.4
LIQUIDIA CORP LT4 GZ 128.9 (362.3) 94.4
LIQUIDIA CORP LQDA1EUR EU 128.9 (362.3) 94.4
LOWE'S COS INC LWE GR 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOW US 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LWE TH 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LWE QT 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOWEUR EU 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LWE GZ 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOW* MM 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LWE TE 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOWE AV 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOWEUR EZ 43,708.0 (14,254.0) 1,931.0
LOWE'S COS INC LOW-RM RM 43,708.0 (14,254.0) 1,931.0
LOWE'S COS-BDR LOWC34 BZ 43,708.0 (14,254.0) 1,931.0
LUMINAR TECHNOLO LAZR US 658.4 (82.3) 393.9
LUMINAR TECHNOLO LAZR* MM 658.4 (82.3) 393.9
LUMINAR TECHNOLO LAZR-RM RM 658.4 (82.3) 393.9
LUMINAR TECHNOLO 9FS GR 658.4 (82.3) 393.9
LUMINAR TECHNOLO LAZREUR EU 658.4 (82.3) 393.9
LUMINAR TECHNOLO 9FS TH 658.4 (82.3) 393.9
LUMINAR TECHNOLO 9FS GZ 658.4 (82.3) 393.9
LUMINAR TECHNOLO 9FS QT 658.4 (82.3) 393.9
LUMINAR TECHNOLO L2AZ34 BZ 658.4 (82.3) 393.9
MADISON SQUARE G MSGS US 1,363.3 (333.0) (248.6)
MADISON SQUARE G MS8 GR 1,363.3 (333.0) (248.6)
MADISON SQUARE G MSG1EUR EU 1,363.3 (333.0) (248.6)
MADISON SQUARE G MS8 TH 1,363.3 (333.0) (248.6)
MADISON SQUARE G MS8 QT 1,363.3 (333.0) (248.6)
MADISON SQUARE G MS8 GZ 1,363.3 (333.0) (248.6)
MANNKIND CORP NNFN GR 298.1 (255.4) 141.4
MANNKIND CORP MNKD US 298.1 (255.4) 141.4
MANNKIND CORP NNFN TH 298.1 (255.4) 141.4
MANNKIND CORP NNFN QT 298.1 (255.4) 141.4
MANNKIND CORP MNKDEUR EU 298.1 (255.4) 141.4
MANNKIND CORP MNKDEUR EZ 298.1 (255.4) 141.4
MANNKIND CORP NNFN GZ 298.1 (255.4) 141.4
MARKETWISE INC MKTW* MM 442.5 (298.4) (106.3)
MASCO CORP MAS US 5,430.0 (120.0) 1,130.0
MASCO CORP MSQ GR 5,430.0 (120.0) 1,130.0
MASCO CORP MSQ TH 5,430.0 (120.0) 1,130.0
MASCO CORP MAS* MM 5,430.0 (120.0) 1,130.0
MASCO CORP MSQ QT 5,430.0 (120.0) 1,130.0
MASCO CORP MAS1EUR EU 5,430.0 (120.0) 1,130.0
MASCO CORP MSQ GZ 5,430.0 (120.0) 1,130.0
MASCO CORP MAS1EUR EZ 5,430.0 (120.0) 1,130.0
MASCO CORP MAS-RM RM 5,430.0 (120.0) 1,130.0
MASCO CORP-BDR M1AS34 BZ 5,430.0 (120.0) 1,130.0
MATCH GROUP -BDR M1TC34 BZ 4,203.9 (334.5) 398.6
MATCH GROUP INC 0JZ7 LI 4,203.9 (334.5) 398.6
MATCH GROUP INC MTCH US 4,203.9 (334.5) 398.6
MATCH GROUP INC MTCH1* MM 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN TH 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN GR 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN QT 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN SW 4,203.9 (334.5) 398.6
MATCH GROUP INC MTC2 AV 4,203.9 (334.5) 398.6
MATCH GROUP INC 4MGN GZ 4,203.9 (334.5) 398.6
MATCH GROUP INC MTCH-RM RM 4,203.9 (334.5) 398.6
MBIA INC MBI US 3,317.0 (899.0) -
MBIA INC MBJ GR 3,317.0 (899.0) -
MBIA INC MBJ TH 3,317.0 (899.0) -
MBIA INC MBJ QT 3,317.0 (899.0) -
MBIA INC MBI1EUR EU 3,317.0 (899.0) -
MBIA INC MBJ GZ 3,317.0 (899.0) -
MCDONALD'S - CDR MCDS CN 52,014.4 (5,776.1) 2,174.0
MCDONALD'S - CDR MDO0 GR 52,014.4 (5,776.1) 2,174.0
MCDONALD'S CORP MDOD EB 52,014.4 (5,776.1) 2,174.0
MCDONALD'S CORP MDOD IX 52,014.4 (5,776.1) 2,174.0
MCDONALD'S CORP MDOD I2 52,014.4 (5,776.1) 2,174.0
MCDONALDS - BDR MCDC34 BZ 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MDO TH 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD TE 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MDO GR 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD* MM 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD US 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD SW 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD CI 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MDO QT 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCDUSD SW 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCDEUR EU 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MDO GZ 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD AV 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCDEUR EZ 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP 0R16 LN 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCD-RM RM 52,014.4 (5,776.1) 2,174.0
MCDONALDS CORP MCDCL CI 52,014.4 (5,776.1) 2,174.0
MCDONALDS-CEDEAR MCDD AR 52,014.4 (5,776.1) 2,174.0
MCDONALDS-CEDEAR MCDC AR 52,014.4 (5,776.1) 2,174.0
MCDONALDS-CEDEAR MCD AR 52,014.4 (5,776.1) 2,174.0
MCKESSON CORP MCK* MM 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK GR 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK US 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK TH 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK1EUR EU 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK QT 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK GZ 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK1EUR EZ 62,690.0 (2,089.0) (3,349.0)
MCKESSON CORP MCK-RM RM 62,690.0 (2,089.0) (3,349.0)
MCKESSON-BDR M1CK34 BZ 62,690.0 (2,089.0) (3,349.0)
MEDIAALPHA INC-A MAX US 170.1 (86.1) 3.5
METTLER-TOLEDO MTD US 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTO GR 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTO QT 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTO GZ 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTO TH 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTDEUR EU 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTD* MM 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTDEUR EZ 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTD AV 3,409.9 (24.5) 282.5
METTLER-TOLEDO MTD-RM RM 3,409.9 (24.5) 282.5
MONEYGRAM INTERN MGI US 4,135.5 (143.4) (8.0)
MONEYGRAM INTERN 9M1N GR 4,135.5 (143.4) (8.0)
MONEYGRAM INTERN 9M1N QT 4,135.5 (143.4) (8.0)
MONEYGRAM INTERN 9M1N TH 4,135.5 (143.4) (8.0)
MONEYGRAM INTERN MGIEUR EU 4,135.5 (143.4) (8.0)
MSCI INC 3HM GR 5,058.7 (901.4) 602.0
MSCI INC MSCI US 5,058.7 (901.4) 602.0
MSCI INC 3HM QT 5,058.7 (901.4) 602.0
MSCI INC 3HM SW 5,058.7 (901.4) 602.0
MSCI INC MSCI* MM 5,058.7 (901.4) 602.0
MSCI INC MSCIEUR EZ 5,058.7 (901.4) 602.0
MSCI INC 3HM GZ 5,058.7 (901.4) 602.0
MSCI INC 3HM TH 5,058.7 (901.4) 602.0
MSCI INC MSCI AV 5,058.7 (901.4) 602.0
MSCI INC MSCI-RM RM 5,058.7 (901.4) 602.0
MSCI INC-BDR M1SC34 BZ 5,058.7 (901.4) 602.0
NATHANS FAMOUS NATH US 81.8 (46.0) 58.4
NATHANS FAMOUS NFA GR 81.8 (46.0) 58.4
NATHANS FAMOUS NATHEUR EU 81.8 (46.0) 58.4
NEW ENG RLTY-LP NEN US 391.8 (59.9) -
NORWEGIAN CR-BDR N1CL34 BZ 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLH US 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC GR 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLHN MM 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLHEUR EU 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC TH 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC QT 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLH AV 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC SW 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE NCLHEUR EZ 18,350.7 (99.5) (4,054.9)
NORWEGIAN CRUISE 1NC GZ 18,350.7 (99.5) (4,054.9)
NOVAVAX INC NVV1 GR 1,542.7 (895.6) (947.8)
NOVAVAX INC NVAX US 1,542.7 (895.6) (947.8)
NOVAVAX INC NVV1 TH 1,542.7 (895.6) (947.8)
NOVAVAX INC NVV1 QT 1,542.7 (895.6) (947.8)
NOVAVAX INC NVAXEUR EU 1,542.7 (895.6) (947.8)
NOVAVAX INC NVV1 GZ 1,542.7 (895.6) (947.8)
NOVAVAX INC NVV1 SW 1,542.7 (895.6) (947.8)
NOVAVAX INC NVAX* MM 1,542.7 (895.6) (947.8)
NOVAVAX INC 0A3S LI 1,542.7 (895.6) (947.8)
NOVAVAX INC NVV1 BU 1,542.7 (895.6) (947.8)
NUTANIX INC - A NTNX US 2,357.4 (791.0) 524.3
NUTANIX INC - A 0NU GR 2,357.4 (791.0) 524.3
NUTANIX INC - A NTNXEUR EU 2,357.4 (791.0) 524.3
NUTANIX INC - A 0NU TH 2,357.4 (791.0) 524.3
NUTANIX INC - A 0NU QT 2,357.4 (791.0) 524.3
NUTANIX INC - A 0NU GZ 2,357.4 (791.0) 524.3
NUTANIX INC - A NTNX-RM RM 2,357.4 (791.0) 524.3
O'REILLY AUT-BDR ORLY34 BZ 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT OM6 GR 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY US 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT OM6 TH 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY SW 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT OM6 QT 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY* MM 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLYEUR EU 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT OM6 GZ 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY AV 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLYEUR EZ 12,972.8 (1,625.0) (2,168.3)
O'REILLY AUTOMOT ORLY-RM RM 12,972.8 (1,625.0) (2,168.3)
OAK STREET HEALT OSH US 2,321.4 (266.7) 418.3
ORACLE BDR ORCL34 BZ 131,620.0 (1,912.0) (4,184.0)
ORACLE CO-CEDEAR ORCLC AR 131,620.0 (1,912.0) (4,184.0)
ORACLE CO-CEDEAR ORCL AR 131,620.0 (1,912.0) (4,184.0)
ORACLE CO-CEDEAR ORCLD AR 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL US 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORC GR 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL* MM 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL TE 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORC TH 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL CI 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL SW 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCLEUR EU 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORC QT 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCLUSD SW 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORC GZ 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP 0R1Z LN 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL AV 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCLEUR EZ 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCLCL CI 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCL-RM RM 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCD EB 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCD I2 131,620.0 (1,912.0) (4,184.0)
ORACLE CORP ORCD IX 131,620.0 (1,912.0) (4,184.0)
ORGANON & CO OGN US 10,955.0 (892.0) 1,419.0
ORGANON & CO 7XP TH 10,955.0 (892.0) 1,419.0
ORGANON & CO OGN-WEUR EU 10,955.0 (892.0) 1,419.0
ORGANON & CO 7XP GR 10,955.0 (892.0) 1,419.0
ORGANON & CO OGN* MM 10,955.0 (892.0) 1,419.0
ORGANON & CO 7XP GZ 10,955.0 (892.0) 1,419.0
ORGANON & CO 7XP QT 10,955.0 (892.0) 1,419.0
ORGANON & CO OGN-RM RM 10,955.0 (892.0) 1,419.0
OTIS WORLDWI OTIS US 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI 4PG GR 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI 4PG GZ 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTISEUR EZ 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTISEUR EU 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTIS* MM 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI 4PG TH 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI 4PG QT 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTIS AV 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI OTIS-RM RM 9,845.0 (4,638.0) (670.0)
OTIS WORLDWI-BDR O1TI34 BZ 9,845.0 (4,638.0) (670.0)
PAPA JOHN'S INTL PZZA US 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PP1 GR 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PZZAEUR EU 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PP1 GZ 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PP1 TH 864.9 (474.1) (26.0)
PAPA JOHN'S INTL PP1 QT 864.9 (474.1) (26.0)
PELOTON INTERA-A PTON US 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON GR 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON GZ 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTONEUR EZ 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTONEUR EU 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON QT 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON TH 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTON* MM 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 0A46 LI 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTON AV 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A 2ON SW 3,016.3 (127.0) 1,004.4
PELOTON INTERA-A PTON-RM RM 3,016.3 (127.0) 1,004.4
PETRO USA INC PBAJ US - (0.1) (0.1)
PHATHOM PHARMACE PHAT US 144.0 (74.8) 134.3
PHILIP MORRI-BDR PHMO34 BZ 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1EUR EU 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PMI SW 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1 TE 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 4I1 TH 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1CHF EU 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 4I1 GR 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM US 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PMIZ IX 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PMIZ EB 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 4I1 QT 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 4I1 GZ 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN 0M8V LN 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PMOR AV 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM* MM 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1CHF EZ 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM1EUR EZ 62,060.0 (7,053.0) (3,414.0)
PHILIP MORRIS IN PM-RM RM 62,060.0 (7,053.0) (3,414.0)
PLANET FITNESS I P2LN34 BZ 2,905.6 (158.6) 338.5
PLANET FITNESS I PLNT* MM 2,905.6 (158.6) 338.5
PLANET FITNESS-A PLNT US 2,905.6 (158.6) 338.5
PLANET FITNESS-A 3PL TH 2,905.6 (158.6) 338.5
PLANET FITNESS-A 3PL GR 2,905.6 (158.6) 338.5
PLANET FITNESS-A 3PL QT 2,905.6 (158.6) 338.5
PLANET FITNESS-A PLNT1EUR EU 2,905.6 (158.6) 338.5
PLANET FITNESS-A PLNT1EUR EZ 2,905.6 (158.6) 338.5
PLANET FITNESS-A 3PL GZ 2,905.6 (158.6) 338.5
PRESTO AUTOMATIO PRST US 61.2 (12.2) 30.8
PREVENTION INS.C PVNC US 0.0 (0.2) (0.2)
PROS HOLDINGS IN PH2 GR 437.6 (48.0) 95.9
PROS HOLDINGS IN PRO US 437.6 (48.0) 95.9
PROS HOLDINGS IN PRO1EUR EU 437.6 (48.0) 95.9
PTC THERAPEUTICS PTCT US 1,608.8 (457.6) 171.8
PTC THERAPEUTICS BH3 GR 1,608.8 (457.6) 171.8
PTC THERAPEUTICS P91 TH 1,608.8 (457.6) 171.8
PTC THERAPEUTICS P91 QT 1,608.8 (457.6) 171.8
PULSE BIOSCIENCE PLSE US 77.9 (2.2) 56.2
PULSE BIOSCIENCE 6L8 GZ 77.9 (2.2) 56.2
RAPID7 INC RPD US 1,329.5 (110.2) (39.1)
RAPID7 INC R7D GR 1,329.5 (110.2) (39.1)
RAPID7 INC RPDEUR EU 1,329.5 (110.2) (39.1)
RAPID7 INC R7D TH 1,329.5 (110.2) (39.1)
RAPID7 INC RPD* MM 1,329.5 (110.2) (39.1)
RAPID7 INC R7D GZ 1,329.5 (110.2) (39.1)
RAPID7 INC R7D QT 1,329.5 (110.2) (39.1)
REATA PHARMACE-A RETA US 514.5 (65.7) 338.8
REATA PHARMACE-A 2R3 GR 514.5 (65.7) 338.8
REATA PHARMACE-A RETAEUR EU 514.5 (65.7) 338.8
REATA PHARMACE-A 2R3 GZ 514.5 (65.7) 338.8
REATA PHARMACE-A 2R3 TH 514.5 (65.7) 338.8
REATA PHARMACE-A 2R3 QT 514.5 (65.7) 338.8
REVANCE THERAPEU RVNC US 547.8 (26.7) 245.0
REVANCE THERAPEU RTI GR 547.8 (26.7) 245.0
REVANCE THERAPEU RTI QT 547.8 (26.7) 245.0
REVANCE THERAPEU RVNCEUR EU 547.8 (26.7) 245.0
REVANCE THERAPEU RTI TH 547.8 (26.7) 245.0
REVANCE THERAPEU RTI GZ 547.8 (26.7) 245.0
RIMINI STREET IN RMNI US 368.1 (70.1) (67.8)
RIMINI STREET IN 0QH GR 368.1 (70.1) (67.8)
RIMINI STREET IN RMNIEUR EU 368.1 (70.1) (67.8)
RIMINI STREET IN 0QH QT 368.1 (70.1) (67.8)
RINGCENTRAL IN-A RNG US 2,046.4 (272.5) 259.8
RINGCENTRAL IN-A 3RCA GR 2,046.4 (272.5) 259.8
RINGCENTRAL IN-A RNGEUR EU 2,046.4 (272.5) 259.8
RINGCENTRAL IN-A 3RCA TH 2,046.4 (272.5) 259.8
RINGCENTRAL IN-A 3RCA QT 2,046.4 (272.5) 259.8
RINGCENTRAL IN-A RNGEUR EZ 2,046.4 (272.5) 259.8
RINGCENTRAL IN-A RNG* MM 2,046.4 (272.5) 259.8
RINGCENTRAL IN-A 3RCA GZ 2,046.4 (272.5) 259.8
RINGCENTRAL-BDR R2NG34 BZ 2,046.4 (272.5) 259.8
SABRE CORP SABR US 5,026.0 (949.0) 578.7
SABRE CORP 19S TH 5,026.0 (949.0) 578.7
SABRE CORP 19S QT 5,026.0 (949.0) 578.7
SABRE CORP SABREUR EZ 5,026.0 (949.0) 578.7
SBA COMM CORP 4SB GR 10,541.5 (5,231.0) (167.2)
SBA COMM CORP SBAC US 10,541.5 (5,231.0) (167.2)
SBA COMM CORP 4SB TH 10,541.5 (5,231.0) (167.2)
SBA COMM CORP 4SB QT 10,541.5 (5,231.0) (167.2)
SBA COMM CORP SBACEUR EU 10,541.5 (5,231.0) (167.2)
SBA COMM CORP 4SB GZ 10,541.5 (5,231.0) (167.2)
SBA COMM CORP SBAC* MM 10,541.5 (5,231.0) (167.2)
SBA COMM CORP SBACEUR EZ 10,541.5 (5,231.0) (167.2)
SEAGATE TECHNOLO S1TX34 BZ 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STXN MM 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STX US 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO 847 GR 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO 847 GZ 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STX4EUR EU 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO 847 TH 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STXH AV 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO 847 QT 7,967.0 (1,004.0) (42.0)
SEAGATE TECHNOLO STH TE 7,967.0 (1,004.0) (42.0)
SEAWORLD ENTERTA SEAS US 2,353.9 (454.7) (239.2)
SEAWORLD ENTERTA W2L GR 2,353.9 (454.7) (239.2)
SEAWORLD ENTERTA W2L TH 2,353.9 (454.7) (239.2)
SEAWORLD ENTERTA SEASEUR EU 2,353.9 (454.7) (239.2)
SEAWORLD ENTERTA W2L QT 2,353.9 (454.7) (239.2)
SEAWORLD ENTERTA W2L GZ 2,353.9 (454.7) (239.2)
SERES THERAPEUTI MCRB US 270.2 (47.9) 52.3
SERES THERAPEUTI 1S9 GR 270.2 (47.9) 52.3
SERES THERAPEUTI MCRB1EUR EU 270.2 (47.9) 52.3
SERES THERAPEUTI 1S9 TH 270.2 (47.9) 52.3
SILVER SPIKE-A SPKC/U CN 6.2 (6.5) (6.5)
SIRIUS XM HOLDIN SIRI US 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN RDO TH 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN RDO GR 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN RDO QT 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN RDO GZ 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN SIRI AV 10,023.0 (3,259.0) (1,816.0)
SIRIUS XM HOLDIN SIRIEUR EZ 10,023.0 (3,259.0) (1,816.0)
SIX FLAGS ENTERT SIX US 2,658.2 (495.3) (278.8)
SIX FLAGS ENTERT 6FE GR 2,658.2 (495.3) (278.8)
SIX FLAGS ENTERT SIXEUR EU 2,658.2 (495.3) (278.8)
SIX FLAGS ENTERT 6FE TH 2,658.2 (495.3) (278.8)
SIX FLAGS ENTERT 6FE QT 2,658.2 (495.3) (278.8)
SLEEP NUMBER COR SNBR US 962.8 (425.0) (717.3)
SLEEP NUMBER COR SL2 GR 962.8 (425.0) (717.3)
SLEEP NUMBER COR SNBREUR EU 962.8 (425.0) (717.3)
SLEEP NUMBER COR SL2 TH 962.8 (425.0) (717.3)
SLEEP NUMBER COR SL2 QT 962.8 (425.0) (717.3)
SLEEP NUMBER COR SL2 GZ 962.8 (425.0) (717.3)
SMILEDIRECTCLUB SDC* MM 597.1 (385.2) 180.6
SONDER HOLDINGS SOND* MM 1,573.6 (19.9) 62.3
SPIRIT AEROSYS-A S9Q GR 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A SPR US 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A S9Q TH 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A SPREUR EU 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A S9Q QT 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A SPREUR EZ 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A S9Q GZ 6,574.7 (444.6) 1,192.0
SPIRIT AEROSYS-A SPR-RM RM 6,574.7 (444.6) 1,192.0
SPLUNK INC SPLK US 6,343.9 (110.5) 835.0
SPLUNK INC S0U GR 6,343.9 (110.5) 835.0
SPLUNK INC S0U TH 6,343.9 (110.5) 835.0
SPLUNK INC S0U QT 6,343.9 (110.5) 835.0
SPLUNK INC SPLK SW 6,343.9 (110.5) 835.0
SPLUNK INC SPLKEUR EU 6,343.9 (110.5) 835.0
SPLUNK INC SPLK* MM 6,343.9 (110.5) 835.0
SPLUNK INC SPLKEUR EZ 6,343.9 (110.5) 835.0
SPLUNK INC S0U GZ 6,343.9 (110.5) 835.0
SPLUNK INC SPLK-RM RM 6,343.9 (110.5) 835.0
SPLUNK INC - BDR S1PL34 BZ 6,343.9 (110.5) 835.0
SQUARESPACE -BDR S2QS34 BZ 730.5 (303.0) (110.3)
SQUARESPACE IN-A SQSP US 730.5 (303.0) (110.3)
SQUARESPACE IN-A 8DT GR 730.5 (303.0) (110.3)
SQUARESPACE IN-A 8DT GZ 730.5 (303.0) (110.3)
SQUARESPACE IN-A SQSPEUR EU 730.5 (303.0) (110.3)
SQUARESPACE IN-A 8DT TH 730.5 (303.0) (110.3)
SQUARESPACE IN-A 8DT QT 730.5 (303.0) (110.3)
STARBUCKS CORP SBUX US 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX* MM 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRB TH 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRB GR 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX CI 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX SW 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRB QT 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX PE 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUXUSD SW 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRB GZ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX AV 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX TE 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUXEUR EU 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP 1SBUX IM 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUXEUR EZ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP 0QZH LI 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX-RM RM 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUXCL CI 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SBUX_KZ KZ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRBD EB 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRBD IX 28,609.0 (8,499.4) (2,075.6)
STARBUCKS CORP SRBD I2 28,609.0 (8,499.4) (2,075.6)
STARBUCKS-BDR SBUB34 BZ 28,609.0 (8,499.4) (2,075.6)
STARBUCKS-CEDEAR SBUX AR 28,609.0 (8,499.4) (2,075.6)
STARBUCKS-CEDEAR SBUXD AR 28,609.0 (8,499.4) (2,075.6)
TABULA RASA HEAL TRHC US 355.6 (70.9) 56.6
TORRID HOLDINGS CURV US 527.3 (230.2) (51.2)
TRANSDIGM - BDR T1DG34 BZ 20,008.0 (2,893.0) 4,934.0
TRANSDIGM GROUP T7D GR 20,008.0 (2,893.0) 4,934.0
TRANSDIGM GROUP TDG US 20,008.0 (2,893.0) 4,934.0
TRANSDIGM GROUP T7D QT 20,008.0 (2,893.0) 4,934.0
TRANSDIGM GROUP TDGEUR EU 20,008.0 (2,893.0) 4,934.0
TRANSDIGM GROUP T7D TH 20,008.0 (2,893.0) 4,934.0
TRANSDIGM GROUP TDG* MM 20,008.0 (2,893.0) 4,934.0
TRANSDIGM GROUP TDGEUR EZ 20,008.0 (2,893.0) 4,934.0
TRANSDIGM GROUP TDG-RM RM 20,008.0 (2,893.0) 4,934.0
TRAVEL + LEISURE WD5A GR 6,477.0 (975.0) 616.0
TRAVEL + LEISURE TNL US 6,477.0 (975.0) 616.0
TRAVEL + LEISURE WD5A TH 6,477.0 (975.0) 616.0
TRAVEL + LEISURE WD5A QT 6,477.0 (975.0) 616.0
TRAVEL + LEISURE WYNEUR EU 6,477.0 (975.0) 616.0
TRAVEL + LEISURE 0M1K LI 6,477.0 (975.0) 616.0
TRAVEL + LEISURE WD5A GZ 6,477.0 (975.0) 616.0
TRAVEL + LEISURE TNL* MM 6,477.0 (975.0) 616.0
TRIUMPH GROUP TG7 GR 1,597.3 (688.1) 453.2
TRIUMPH GROUP TGI US 1,597.3 (688.1) 453.2
TRIUMPH GROUP TGIEUR EU 1,597.3 (688.1) 453.2
TRIUMPH GROUP TG7 TH 1,597.3 (688.1) 453.2
UBIQUITI INC 3UB GR 1,375.2 (184.5) 790.0
UBIQUITI INC UI US 1,375.2 (184.5) 790.0
UBIQUITI INC UBNTEUR EU 1,375.2 (184.5) 790.0
UBIQUITI INC 3UB TH 1,375.2 (184.5) 790.0
UNITED INSURANCE UIHC US 2,837.5 (182.0) -
UNITED INSURANCE 0UI GR 2,837.5 (182.0) -
UNITED INSURANCE UIHCEUR EU 2,837.5 (182.0) -
UNITI GROUP INC UNIT US 4,988.2 (2,324.2) -
UNITI GROUP INC 8XC GR 4,988.2 (2,324.2) -
UNITI GROUP INC 8XC TH 4,988.2 (2,324.2) -
UNITI GROUP INC 8XC GZ 4,988.2 (2,324.2) -
UROGEN PHARMA LT URGN US 113.0 (116.6) (154.3)
UROGEN PHARMA LT UR8 GR 113.0 (116.6) (154.3)
UROGEN PHARMA LT URGNEUR EU 113.0 (116.6) (154.3)
US GOLDMINING IN USGO US 0.3 (2.1) (1.9)
US GOLDMINING IN Q0G GR 0.3 (2.1) (1.9)
US GOLDMINING IN USGOEUR EU 0.3 (2.1) (1.9)
VECTOR GROUP LTD VGR GR 955.9 (805.8) 301.2
VECTOR GROUP LTD VGR US 955.9 (805.8) 301.2
VECTOR GROUP LTD VGR QT 955.9 (805.8) 301.2
VECTOR GROUP LTD VGREUR EU 955.9 (805.8) 301.2
VECTOR GROUP LTD VGREUR EZ 955.9 (805.8) 301.2
VECTOR GROUP LTD VGR TH 955.9 (805.8) 301.2
VECTOR GROUP LTD VGR GZ 955.9 (805.8) 301.2
VERISIGN INC VRS TH 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRS GR 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSN US 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRS QT 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSNEUR EU 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRS GZ 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSN* MM 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSNEUR EZ 1,757.0 (1,593.8) (98.3)
VERISIGN INC VRSN-RM RM 1,757.0 (1,593.8) (98.3)
VERISIGN INC-BDR VRSN34 BZ 1,757.0 (1,593.8) (98.3)
VERISIGN-CEDEAR VRSN AR 1,757.0 (1,593.8) (98.3)
WAVE LIFE SCIENC WVE US 146.4 (37.2) 27.0
WAVE LIFE SCIENC WVEEUR EU 146.4 (37.2) 27.0
WAVE LIFE SCIENC 1U5 GR 146.4 (37.2) 27.0
WAVE LIFE SCIENC 1U5 TH 146.4 (37.2) 27.0
WAVE LIFE SCIENC 1U5 GZ 146.4 (37.2) 27.0
WAYFAIR INC- A W US 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A 1WF GR 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A 1WF TH 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A WEUR EU 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A 1WF QT 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A WEUR EZ 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A 1WF GZ 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- A W* MM 3,212.0 (2,745.0) (302.0)
WAYFAIR INC- BDR W2YF34 BZ 3,212.0 (2,745.0) (302.0)
WEWORK INC-CL A WE* MM 16,949.0 (3,786.0) (1,437.0)
WINGSTOP INC WING US 451.3 (379.8) 170.1
WINGSTOP INC EWG GR 451.3 (379.8) 170.1
WINGSTOP INC WING1EUR EU 451.3 (379.8) 170.1
WINGSTOP INC EWG GZ 451.3 (379.8) 170.1
WINMARK CORP WINA US 39.7 (54.0) 14.4
WINMARK CORP GBZ GR 39.7 (54.0) 14.4
WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3)
WW INTERNATIONAL WW US 973.7 (802.3) (31.6)
WW INTERNATIONAL WW6 GR 973.7 (802.3) (31.6)
WW INTERNATIONAL WW6 TH 973.7 (802.3) (31.6)
WW INTERNATIONAL WTWEUR EU 973.7 (802.3) (31.6)
WW INTERNATIONAL WW6 QT 973.7 (802.3) (31.6)
WW INTERNATIONAL WW6 GZ 973.7 (802.3) (31.6)
WW INTERNATIONAL WTW AV 973.7 (802.3) (31.6)
WW INTERNATIONAL WTWEUR EZ 973.7 (802.3) (31.6)
WW INTERNATIONAL WW-RM RM 973.7 (802.3) (31.6)
WYNN RESORTS LTD WYR GR 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYNN* MM 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYNN US 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYR TH 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYNN SW 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYR QT 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYNNEUR EU 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYR GZ 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYNNEUR EZ 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS LTD WYNN-RM RM 13,724.0 (1,616.4) 2,882.4
WYNN RESORTS-BDR W1YN34 BZ 13,724.0 (1,616.4) 2,882.4
YUM! BRANDS -BDR YUMR34 BZ 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM US 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC TGR GR 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC TGR TH 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUMEUR EU 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC TGR QT 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM SW 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUMUSD SW 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC TGR GZ 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM* MM 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM AV 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUMEUR EZ 5,749.0 (8,774.0) (9.0)
YUM! BRANDS INC YUM-RM RM 5,749.0 (8,774.0) (9.0)
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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***