/raid1/www/Hosts/bankrupt/TCR_Public/230608.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, June 8, 2023, Vol. 27, No. 158
Headlines
1600 HICKS: Disclosure Statement Hearing Continued to June 28
1INMM CAPITAL: To Settle Claims Against Tyler Crookston
21ST CENTURY: Brian Shapiro Named Subchapter V Trustee
21ST CENTURY: Edward Burr Named Subchapter V Trustee for FCT-MM
21ST CENTURY: Nathan Smith Named Subchapter V Trustee for FCT-SM
246-18 REALTY: Court OKs Cash Collateral Access Thru June 28
3RD MILLENNIUM: Case Summary & Two Unsecured Creditors
4052 INVESTORS: Case Summary & Four Unsecured Creditors
77 VARET: Court OKs Cash Collateral Access Thru June 30
87 JACOBUS AVE: Case Summary & One Unsecured Creditor
AAA TREE SERVICE: Seeks Cash Collateral Access
ACCAM1 INC: Kathleen DiSanto Named Subchapter V Trustee
AEQUOR MGT: Exclusivity Period Extended to August 3
AGSPRING LLC: June 8 Deadline Set for Panel Questionnaires
ALLDRIN ORCHARDS: David Sousa Named Subchapter V Trustee
ALPINE 4 HOLDINGS: Appoints New Chief Financial Officer
AMSTERDAM HOUSE: Gets Court Approval for Aug. 23 Auction of Assets
ARAMARK: S&P Upgrades ICR to 'BB' on Improving Performance
ARIAN MOWLAVI: PCO Raises Concern Over Expired Medications
ASPIRA WOMEN'S: Board Appoints Winfred Parnell as Director
ASPIRA WOMEN'S: Regains Compliance With Nasdaq Listing Rule
AT HOME GROUP: S&P Upgrades ICR to 'CCC', Outlook Negative
BENEFYTT TECHNOLOGIES: Deadline to File Claims Set for July 10
BIONIK LABORATORIES: Posts Significant Rise in Rehab Patient Volume
BW HAMPTON: Case Summary & Three Unsecured Creditors
CANOPY GROWTH: Inks Second Amendment to Floating Share Arrangement
CARLYLE US 2023-1: Fitch Assigns 'BB-sf' Rating on Class E Notes
CARVANA CO: S&P Ups ICR to 'CCC' on Expiration of Exchange Offer
CARVANA CO: Terminates $1 Billion Private Exchange Offers
CASCADES INC: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
CEL-SCI CORP: All Six Proposals Passed at Annual Meeting
CINEWORLD GROUP: Court Extends Combined Hearing to June 28
CIRCOR INTERNATIONAL: KKR Transaction No Impact on Moody's B3 CFR
CSR WORLDWIDE: Case Summary & 20 Largest Unsecured Creditors
CSR-OK REAL ESTATE: Case Summary & One Unsecured Creditor
CYXTERA TECHNOLOGIES: S&P Lowers ICR to 'D' on Bankruptcy Filing
DAYBREAK OIL: Delays Filing of Form 10-K for FY Ended Feb. 28
DIEBOLD NIXDORF: Court OKs $1.25B DIP Loan from Glas USA
DIEBOLD NIXDORF: Moody's Lowers CFR to Ca on Bankruptcy Filing
DMCC 450 CHARLES: Aaron Cohen Named Subchapter V Trustee
DMCC 7347 RIDGE: Aaron Cohen Named Subchapter V Trustee
DMCC MANAGEMENT: Aaron Cohen Named Subchapter V Trustee
DTK PROPERTIES: Case Summary & Six Unsecured Creditors
EASTERN ILLINOIS UNIVERSITY: Moody's Affirms 'Ba1' Issuer Rating
EMD SERVICES: Ken Novak Named Subchapter V Trustee
FIELDWOOD ENERGY: Star Measurement’s Move to Dismiss Denied
FIVE RIVERS: Case Summary & Four Unsecured Creditors
FOOT LOCKER: Moody's Affirms Ba1 CFR & Alters Outlook to Negative
GATOR COURIER: Craig Geno Named Subchapter V Trustee
GENESIS CARE: Court OKs $800MM DIP Loan from Kroll Trustee
GFL ENVIRONMENTAL: S&P Alters Outlook to Positive, Affirms 'B+' ICR
GLENDALE INVESTMENT: M. Douglas Flahaut Named Subchapter V Trustee
GLOBAL FERTILITY: Case Summary & 20 Largest Unsecured Creditors
GLOBAL TEE: Thomas Richardson Named Subchapter V Trustee
GOLDEN Z LLC: Creditors to Be Paid in Full From Sale Plan
HERITAGE POWER: Seeks to Extend Plan Exclusivity to September 21
HTG MOLECULAR: Seeks Cash Collateral Access
HUB INTERNATIONAL: Moody's Alters Outlook on 'B3' CFR to Positive
IEH AUTO PARTS: Epicor Opts Out of Plan's Third-Party Releases
IEH AUTO PARTS: Failed Bidders Want Return of Deposit
IEH AUTO PARTS: Icon Opts Out of Plan's Third-Party Releases
IEH AUTO PARTS: Landlord Has Limited Objections to Plan
INFINERA CORP: SVP Worldwide Sales to Relocate to U.K.
INTERNAP HOLDING: Court OKs Final Cash Collateral Access
KEN FARRINGTON: L. Todd Budgen Named Subchapter V Trustee
KENNEDY-WILSON INC: Moody's Cuts CFR & Unsecured Debt Rating to B2
KOFAX CAYCO: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable
KW INTERNATIONAL: Case Summary & 30 Largest Unsecured Creditors
LOVE OF JESUS: Case Summary & One Unsecured Creditor
MILLIES PANCAKE: William Avellone Named Subchapter V Trustee
MOBIQUITY TECHNOLOGIES: Plans to Submit Hearing Request to Nasdaq
MODERN POTOMAC: Case Summary & Four Unsecured Creditors
MR. G'S PROPERTIES: Voluntary Chapter 11 Case Summary
MUSCLEPHARM CORP: Plan Deal Has Carve-Out for Unsecured Creditors
MUSCLEPHARM CORP: Seeks Approval of Disclosure Statement
NEPHROS INC: Three Proposals Passed at Annual Meeting
NEW MILLENNIUM MEDICAL: Court OKs Cash Access Thru June 14
NORTH SHORE: Seeks Extension Until July 12 of Plan Filing Deadline
OFFSHORE SPARS: Deborah Fish Named Subchapter V Trustee
OPULENT VACATIONS: Court OKs Final Cash Collateral Access
PANACEA LIFE: Board OKs Restricted Stock Agreements With Execs
PANCAKES OF HAWAII: Richard Emery Named Subchapter V Trustee
PG&E CORP: 9th Cir. Affirms Order Confirming Chapter 11 Plan
PHIO PHARMACEUTICALS: Closes $4M Common Stock Offerings
PHUNWARE INC: Appoints Troy Reisner as Chief Financial Officer
PLOURDE SAND: Seeks to Extend Plan Exclusivity to June 29
POINTCLICKCARE TECHNOLOGIES: Moody's Affirms B2 Corp Family Rating
POLARITYTE INC: Voluntary Chapter 11 Case Summary
POWER ON INC: Case Summary & 20 Largest Unsecured Creditors
PROTECH METALS: Court OKs Cash Collateral Access Thru June 16
REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility
REGIONAL HOUSING: No Decline in Patient Care at Gainesville
REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome
REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas
REGIONAL HOUSING: No Decline in Patient Care at Savannah
REGIONAL HOUSING: No Decline in Patient Care at Social Circle
REPLICEL LIFE: Incurs C$963K Net Loss in First Quarter
RIALTO BIOENERGY: Seeks $35MM DIP Loan from Legalist
ROCKING M MEDIA: Seeks to Extend Plan Exclusivity to Sept. 26
SAMSONITE INT'L: Moody's Rates New Secured First Lien Loans 'Ba1'
SANOTECH 360: Exclusivity Period Extended to September 29
SANTANDER BANK 2023-A: Moody's Assigns (P)B2 Rating to Cl. F Notes
SCF LLC: Court Extends Exclusivity Period to July 24
SCFT2 LLC: Voluntary Chapter 11 Case Summary
SIGNATURE BANK: July 17 Claims Filing Deadline Set
SILVER TRIDENT: Voluntary Chapter 11 Case Summary
SNOW MASS: Kathleen DiSanto Named Subchapter V Trustee
SOUTHEAST SUPPLY: Moody's Alters Outlook on 'B1' CFR to Stable
SYSTEM ENERGY: S&P Downgrades ICR to 'BB', Outlook Negative
TEXSTAR COUNTRY: Court Confirms Plan
TIMBER PHARMACEUTICALS: Adjourns Annual Meeting Until June 23
TK CLEANING: Court Confirms Plan as Modified
TROIKA MEDIA: CEO to Receive $750K Annual Salary Under New Contract
UBO-TECHNOLOGIES: Court OKs Final Cash Collateral Access
UPTOWN 240: Plan Contemplates Two Scenarios
VANGUARD WINES: Court Confirms Reorganization Plan
VENUE CHURCH: July 13 Hearing on Plan and Disclosures Set
VENUS CONCEPT: Receives Noncompliance Notice From Nasdaq
VIRGIN ORBIT: Representative Balks at Treatment of WARN Claims
WESCO AIRCRAFT: $300MM DIP Loan from Wilmington Savings OK'd
YIELD10 BIOSCIENCE: All Three Proposals Passed at Annual Meeting
ZIP MAILING: Wins Continued Cash Collateral Access Thru June 22
[] Claims Trading Report - May 2023
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1600 HICKS: Disclosure Statement Hearing Continued to June 28
-------------------------------------------------------------
Judge David D. Cleary, has entered an order that the hearing on the
adequacy of the Disclosure Statement of 1600 Hicks Road, LLC will
be held on June 28, 2023, at 10:30 a.m. in courtroom 644 at 219
South Dearborn Street, Chicago, and all participants must appear in
person.
In compliance with the requirements of Fed. R. Bankr. P. 2002,
Debtor must send out notice of the Disclosure Statement Hearing,
including a statement that it will be conducted in person, by the
close of business on May 26, 2023.
The Notice must also provide that objections to the Disclosure
Statement are due on or before June 20, 2023, and that any
responses to objections are due on or before June 23, 2023.
About 1600 Hicks Road
Rolling Meadows, Ill.-based 1600 Hicks Road, LLC, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
22-13205) on Nov. 14, 2022. Anam Qadri, partner, signed the
petition. At the time of the filing, the Debtor disclosed total
assets of $1,930,100 and total liabilities of $2,700,000.
Judge David D. Cleary oversees the case.
David P. Lloyd, Esq., at David P. Lloyd, Ltd., represents the
Debtor.
1INMM CAPITAL: To Settle Claims Against Tyler Crookston
-------------------------------------------------------
Michele Vives, the court-appointed receiver for 1inMM Capital LLC
as well as assets that are attributable to investor or client funds
or that were fraudulently transferred by 1inMM or Zachary J.
Horwitz, and certain plaintiffs who invested in 1inMM have reached
an agreement to settle all claims asserted or that could have been
asserted against Tyler Crookston arising out of or relating to
1inMM, the 1inMM Ponzi Scheme or JJMT Capital LLC ("settlement").
As part of the settlement, the receiver has asked the Court to
permanently enjoin any person or entity from commencing any legal
proceeding against Mr Crookston asserting any legal claim arising
out of, in connection with or relating in any way to, 1inMM, the
1inMM Ponzi Scheme, JJMT or Mr. Horwitz.
All 1inMM claims will be channeled into a receivership claims
process the Court will establish by separate order.
Complete copies of the settlement agreement, the proposed bar order
and other documents pertaining to the settlement are available on
the receiver's website at https://www.1inMMreceivership.com.
Interested parties may submit written questions or objections to
the settlement to the receiver by sending an email to
1inMM@douglaswilson.com by no later than 4:00 p.m. PDT on July 3,
2023.
1inMM Capital LLC is a California limited liability company formed
in September 2013. Its principal place of business is Zachary J.
Horwitz's home in Los Angeles, California.
21ST CENTURY: Brian Shapiro Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 17 appointed Brian Shapiro, Esq., at
the Law Office of Brian D. Shapiro, as Subchapter V trustee for
21st Century Communities, Inc.
Mr. Shapiro will be paid an hourly fee of $595 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Shapiro declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
About 21st Century Communities
21st Century Communities, Inc. is a Las Vegas-based company engaged
in activities related to real estate.
21st Century Communities sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-12047) on Aug. 23,
2022. In November 2022, an order dismissing the case was entered,
and in February 2023, the case was formally closed.
On May 19, 2023, 21st Century Communities and affiliates, FCT-MM,
LLC and FCT-SM, LLC, filed petitions under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 23-12047). At
the time of the filing, 21st Century Communities reported total
assets of $3,608,738 and total liabilities of $1,448,631.
The Debtors are represented by Matthew L. Johnson, Esq., at Johnson
& Gubler, P.C.
21ST CENTURY: Edward Burr Named Subchapter V Trustee for FCT-MM
---------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Edward Burr as Subchapter
V trustee for FCT-MM LLC, an affiliate of 21st Century Communities,
Inc.
Mr. Burr is the managing director at Mac Restructuring Advisors,
LLC. He will be paid an hourly fee of $505 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Burr declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Edward Burr
Mac Restructuring Advisors, LLC
10191 E. Shangri La Road
Scottsdale, AZ 85260
Phone: (602) 418-2906
Email: Ted@macrestructuring.com
About 21st Century Communities
21st Century Communities, Inc. is a Las Vegas-based company engaged
in activities related to real estate.
21st Century Communities sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-12047) on Aug. 23,
2022. In November 2022, an order dismissing the case was entered,
and in February 2023, the case was formally closed.
On May 19, 2023, 21st Century Communities and affiliates, FCT-MM,
LLC and FCT-SM, LLC, filed petitions under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 23-12047). At
the time of the filing, 21st Century Communities reported total
assets of $3,608,738 and total liabilities of $1,448,631.
The Debtors are represented by Matthew L. Johnson, Esq., at Johnson
& Gubler, P.C.
21ST CENTURY: Nathan Smith Named Subchapter V Trustee for FCT-SM
----------------------------------------------------------------
The U.S. Trustee for Region 17 appointed Nathan Smith, Esq., as
Subchapter V trustee for FCT-SM, LLC, an affiliate of 21st Century
Communities, Inc.
Mr. Smith is a partner at Malcolm & Cisneros. He will be paid an
hourly fee of $505 for his services as Subchapter V trustee and
will be reimbursed for work-related expenses incurred.
Mr. Smith declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Nathan F. Smith, Esq.
Malcolm & Cisneros
2112 Business Center Drive
Irvine, CA 92612
Phone: (949) 252-9400
Email: nathan@mclaw.org
About 21st Century Communities
21st Century Communities, Inc. is a Las Vegas-based company engaged
in activities related to real estate.
21st Century Communities sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-12047) on Aug. 23,
2022. In November 2022, an order dismissing the case was entered,
and in February 2023, the case was formally closed.
On May 19, 2023, 21st Century Communities and affiliates, FCT-MM,
LLC and FCT-SM, LLC, filed petitions under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 23-12047). At
the time of the filing, 21st Century Communities reported total
assets of $3,608,738 and total liabilities of $1,448,631.
The Debtors are represented by Matthew L. Johnson, Esq., at Johnson
& Gubler, P.C.
246-18 REALTY: Court OKs Cash Collateral Access Thru June 28
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized 246-18 Realty LLC to use cash collateral on an interim
basis in accordance with the budget, with a 10% variance through
June 28, 2023 or until such later time as the Court may permit.
The Debtor requires the use of cash collateral to pay for expenses
incurred by it in the ordinary course of business and in connection
with the Chapter 11 case.
244 246 W 18 SME LLC have, or may have, an interest on the Debtor's
cash collateral.
On October 30, 2020, the Debtor and Emerald Creek Capital 3, LLC,
as Administrative Agent, executed and entered into a Loan
Agreement, Amended, Restated, and Consolidated Note, Mortgage, and
Assignment of Leases and Rents and related documents.
As of the Petition Date, the Debtor believes the total amount owed
to SME is not less than $8 million.
SME asserts it holds a duly perfected security interest in and lien
upon the Debtor's real property and rents generated arising
therefrom.
As adequate protection, SME is granted a valid, perfected, and
enforceable, post-petition replacement lien on and security
interest in all of the Debtor's assets constituting SME's
Pre-Petition Collateral and the proceeds thereof. The SME
Replacement Lien will be subject to all other validly and properly
perfected pre-petition liens and security interests in favor of
third parties that were senior to and had priority over SME's
security interest and lien as of the Petition Date.
The Replacement Lien(s) granted are deemed perfected, without the
necessity of filing any documents or otherwise complying with
nonbankruptcy law in order to perfect security interests and record
liens, with such perfection being binding upon all parties.
To the extent that the Replacement Liens and other relief granted
do not provide SME with adequate protection of their respective
interests in the cash collateral, SME is granted super-priority
administrative expense claims in the order of their respective
priority under 11 U.S.C. Sec. 507(b).
The Replacement Liens and the Super-Priority Claims will be
subordinate only to the fees and expenses of the Clerk of the
Bankruptcy Court and the fees of the Office of the United States
Trustee pursuant to 28 U.S.C. Sec. 1930(a) plus applicable interest
on any such fees.
A final hearing on the matter is set for June 27 a 11 a.m.
A copy of the order https://urlcurt.com/u?l=jwSuGY from
PacerMonitor.com.
About 246-18 Realty LLC
246-18 Realty LLC owns real property located at 244-246 West 18th
Street, New York, New York. The Property is comprised of two real
estate parcels. The first parcel, located at 244 West 18th Street,
is a building comprised of single residential occupancy units and
is currently vacant. The second parcel is located at 246 West 18th
Street, New York, New York and is a multi-family residential
apartment building comprising of 14 residential apartments units.
Currently 13 of these units are rented.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10796) on May 19,
2023. In the petition signed by Joseph Nabavi, authorized signatory
for 244,246 Holdco LLC, managing member, the Debtor disclosed up to
$50 million in both assets and liabilities.
Judge Philip Bentley oversees the case.
Clifford A. Katz, Esq., at Platzer, Swergold, Goldberg, Katz and
Jaslow, LLP, represents the Debtor as legal counsel.
3RD MILLENNIUM: Case Summary & Two Unsecured Creditors
------------------------------------------------------
Debtor: 3rd Millennium Surgery Center, LLC
2 Vela St.
Esquire Bldg. PH-2
San Juan, PR 00918
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
The Debtor owns leasehold interest in
parcels E1 & E2 of the P.R. Convention
Center valued at $30 million.
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
District of Puerto Rico
Case No.: 23-01737
Debtor's Counsel: Rafael A. Gonzalez Valiente, Esq.
GODREAU & GONZALEZ LAW
Calle McCleary 1806
Suite 1-B
San Juan, PR 00902
Tel: (787) 726-0077
Email: rgv@g-glawpr.com
Total Assets: $30,000,000
Total Liabilities: $1,600,001
The petition was signed by Hector Lopez Quinones as authorized
representative of the Debtor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/SW6U7JQ/3rd_Millennium_Surgery_Center__prbke-23-01737__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Hector Lopez Pumarejo Money Loaned $1,600,000
P.O. Box 13923
San Juan, PR 00908
2. P.R. Convention $1
Center District Authorit
P.R. Convention Center
Third Floor
San Juan, PR 00907
4052 INVESTORS: Case Summary & Four Unsecured Creditors
-------------------------------------------------------
Debtor: 4052 Investors LLC
15700 Winchester Blvd
Los Gatos, CA 95030-3305
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The
Debtor owns property located at 150
Brookwood Rd, Woodside, CA valued at
$6.85 million.
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-50601
Debtor's Counsel: Lars Fuller, Esq.
THE FULLER LAW FIRM, PC
60 N Keeble Ave
San Jose, CA 95126-2723
Tel: (408) 295-5595
Email: admin@fullerlawfirm.net
Total Assets: $6,849,085
Total Liabilities: $5,674,792
The petition was signed by Dan Shaw as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/354V23I/4052_Investors_LLC__canbke-23-50601__0001.0.pdf?mcid=tGE4TAMA
77 VARET: Court OKs Cash Collateral Access Thru June 30
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 77 Varet Holding Corp., as Member Debtor, and 162-164
82nd St. LLC, as Property Debtor, to continue using cash collateral
on a final basis, through June 30, 2023, in accordance with their
agreement with East 82nd Holdco LLC, the assignee of Dime Community
Bank.
As previously reported by the Troubled Company Reporter, the
Debtors need access to funds through the use of cash collateral to
enable them to preserve and enhance the value of their assets for
the benefit of creditors.
Prior to the bankruptcy filing date, the Lender's
predecessor-in-interest, Dime Community Bank, made a loan to
162-164 82nd in the original maximum principal amount of $10.5
million, evidenced by the Consolidated and Restated Mortgage Note
dated as of June 15, 2017, executed by 162-164 82nd in favor of
Dime in the amount of $10.5 million.
The Parties acknowledge and agree that the Mortgage Loan is secured
by, among other things, the Consolidation, Modification and
Extension Agreement, dated as of June 15, 2017, executed by 162-164
82nd in favor of Dime and by other security instruments, if any,
specified in the Mortgage Loan Documents.
Prior to the Filing Date, Dime made a mezzanine loan to Varet in
the original maximum principal amount of $1.5 million, evidenced by
the Mezzanine Promissory Note dated as of June 15, 2017, executed
by the Borrower in favor of Dime in the amount of $1.5 million.
The Parties acknowledge and agree that the Mezzanine Loan is
secured by, among other things, the Pledge and Security Agreement,
dated as of June 15, 2017, executed by the Borrower in favor of
Dime and by other security instruments specified in the Mezzanine
Loan Documents.
Before the Filing Date, on June 29, 2021, Dime sold and assigned
the Prepetition Loan Documents to the Lender.
As of the Varet Filing Date, Varet was, and still is, indebted to
the Lender in the amount of not less than $2.058 million plus
accrued and unpaid costs and expenses.
As of the 162-164 82nd Filing Date, 162-164 82nd was, and still is,
indebted to the Lender in the amount of not less than $15.492
million, plus accrued and unpaid interest and costs and expenses.
To adequately protect the Lender for the cash collateral, the
Stipulation provides the Debtors will grant the Lender customary
protections including replacement liens and regular reporting.
A copy of the order is available at https://urlcurt.com/u?l=83Xpdz
from PacerMonitor.com.
About 77 Varet Holding Corp.
77 Varet Holding Corp. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42316) on Sept.
21, 2022. In the petition filed by David Goldwasser, as manager,
the Debtor reported assets between $10 million and $50 million and
liabilities between $1 million and $10 million.
Judge Nancy Hershey Lord oversees the case.
The Debtor is represented by Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein LLP, as counsel.
87 JACOBUS AVE: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: 87 Jacobus Ave LLC
534 Broadway
Bayonne, NJ 07002
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 23-14955
Judge: Hon. Stacey L. Meisel
Debtor's Counsel: Joseph L. Schwartz, Esq.
RIKER DANZIG LLP
Headquarters Plaza
One Speedwell Avenue
Morristown, NJ 07960
Tel: (973) 538-0800
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Lance Lucarelli, managing member of 87
Jacobus Ave Holdings LLC.
The Debtor listed Farnow, Inc. as its only unsecured creditor
holding a claim of $950,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/Q5KIGAI/87_Jacobus_Ave_LLC__njbke-23-14955__0001.0.pdf?mcid=tGE4TAMA
AAA TREE SERVICE: Seeks Cash Collateral Access
----------------------------------------------
AAA Tree Service LLC asks the U.S. Bankruptcy Court for the Central
District of California, Riverside Division, for authority to use
cash collateral on an interim basis.
The Debtor's business was thriving just two years ago, when the
Debtor's revenues were approximately $30 million. However, in 2022,
PG&E, the largest contractor/source of contracts, overspent by $150
million, which caused it to shut down projects, resulting in a
trickle down, industry-wide decrease in business. This caused the
prime contractors to use their own labor and resources to complete
jobs, instead of hiring subcontractors like the Debtor, even where
the Debtor's specialization was appropriate for the jobs.
Additionally, when PG&E pulled back in November 2022 on its fire
hazard abatement projects, this led to greater competition for work
from Edison, effectively squeezing subcontractors like Debtor
further out of the market. As a result of efforts to avoid subbing
out work, UTS sought to acquire the Debtor's employees to fulfill
its own contracts and increased labor demands.
To make matters worse, the Debtor had a controller who is now being
criminally investigated by the Riverside County Sheriff’s
Department, Southwest station, File Number SW231100028, for
accessing the Debtor's proprietary information, including bidding
and email information, without authorization, in an effort to open
a business to compete with the Debtor and destroy the Debtor's
business, among other things. Before this employee left the
Debtor's employment, she failed to submit invoices to UTS on major
projects, which has led UTS to dispute the duty to pay the same.
Additionally, this employee attempted to undermine the relationship
between the Debtor and Edison and PG&E by making false allegations
about the Debtor to its primary sources of income.
The Debtor has diligently been working to clarify the true facts to
Edison and PG&E, however the false complaints have disrupted the
Debtor's business and caused a significant degree of damage.
Due to the foregoing events out of the Debtor's control, which
started in the fourth quarter of 2022, and the resulting cascade of
negative effects, the Debtor has defaulted on certain obligations
secured by critical pieces of equipment and vehicles that the
Debtor requires to be able to operate, prompting the filing of the
Chapter 11 case.
The Debtor's secured creditors are mostly equipment lenders, many
of which hold liens exclusive to specific pieces of machinery and
some with liens on proceeds generated by their specific collateral.
Finance ERC West, Inc. is a lender that gave a loan against the
Debtor's ERC tax refund. The loan document pertaining to such loan
indicates the lender has a lien on all of the Debtor's assets, a
control agreement as to the Debtor's bank account, and a lien on
the actual tax refund. The UCC-1 financing statement filed
regarding this loan secures a lien solely on the anticipated tax
refund. The Debtor's expected ERCs total $2.113 million and the
alleged principal debt to Finance ERC is $900,375.
Additionally, the Debtor has two merchant loans in the principal
amount of $1 million each with Samson MCA LLC, and a factoring
agreement with Corporate Billing, LLC, which all purport to
represent sales of receivables and include bank account control
agreements.
Only Samson, Corporate Billing, and Finance ERC may allege an
interest in cash collateral consisting of the Debtor's cash on
hand.
The entities known by the Debtor with an alleged interest in the
cash collateral are Samson MCA LLC, Finance ERC West, Inc., or its
servicer Regulus Group, LLC, Corporate Billing, LLC, Deutsche
Leasing USA, Inc., PNC Equipment Finance LLC, Wells Fargo Vendor
Financial Services, LLC, Caterpillar Financial Services
Corporation, VFS US, LLC, Altec Capital Services, LLC, and
Signature Financial and Leasing LLC.
The Debtor contends its uninterrupted access to cash is critical to
maintaining operations, since the Debtor must operate to complete
its open contract with CalFire and maintain a skeletal staff that
enables it to follow through with pending bids and perform
contracts it attains and scale its operations accordingly, based on
the seasonality of its industry.
As adequate protection, any alleged holder of a lien on cash
collateral who the Court determines to in fact have an interest in
cash collateral will receive a replacement lien on its collateral
to the same extent it had any lien against such types of assets
pre-petition, and such lien will have the same priority and
validity that such lien had on the Petition Date.
A copy of the motion is available at https://urlcurt.com/u?l=ozQBuz
from PacerMonitor.com.
About AAA Tree Service LLC
AAA Tree Service LLC provides tree removals and trimming services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12229) on May 25,
2023. In the petition signed by Stacy Manqueros, CEO, the Debtor
disclosed up to $50 million in assets and up to $10 million in
liabilities.
Judge Magdalena Reyes Bordeaux oversees the case.
Robert P. Goe, Esq., at Goe Forsythe and Hodges LLP, represents the
Debtor as legal counsel.
ACCAM1 INC: Kathleen DiSanto Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at
Bush Ross, P.A., as Subchapter V trustee for Accam1, Inc.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About Accam1 Inc.
Accam1, Inc. filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00574) on May 23,
2023, with $1 million to $10 million in both assets and
liabilities. Accam1 President Al Mueller signed the petition.
Judge Caryl E. Delano oversees the case.
Jonathan Bierfeld, Esq., at Martin Law Firm, represents the Debtor
as legal counsel.
AEQUOR MGT: Exclusivity Period Extended to August 3
---------------------------------------------------
Judge Joshua P. Searcy of the U.S. Bankruptcy Court for the Eastern
District of Texas extended Aequor Mgt, LLC and its affiliates'
exclusivity period to file a Chapter 11 plan on August 3, 2023.
Absent the extension, the Debtors' exclusivity period to file a
plan was slated to end May 5, 2023. The extension is subject to any
party's right to seek to terminate or to further extend the
exclusivity period as may be otherwise appropriate.
As reported by the Troubled Company Reporter, the Debtors explained
that more time is required to analyze the Tacora assets and options
for selling them in order to pay creditors with respect to Aequor
Holdings.
The Debtors also noted that the Committee was recently appointed
and retained counsel yet more recently with respect to Aequor Mgt.
Aequor Mgt, LLC and Aequor Holdings, LLC are represented by:
Davor Rukavina, Esq.
Thomas D. Berghman, Esq.
MUNSCH HARDT KOPF & HARR, P.C.
3800 Ross Tower
500 N. Akard Street
Dallas, TX 75201-6659
Tel: (214) 855-7500
Email: drukavina@munsch.com
tberghman@munsch.com
About Aequor Mgt
Aequor Mgt, LLC -- https://BurroSand.com/ -- claims to be the
lowest cost producer of 100 Mesh frac sand in the Permian Basin
serving oil and gas producers. The company is based in Tyler,
Texas.
Aequor Mgt and Aequor Holdings, LLC filed petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Lead
Case No. 23-60010) on Jan. 5, 2023. Aequor Mgt scheduled $57.7
million in total assets against $90.7 million in total
liabilities.
Judge Joshua P. Searcy oversees the cases.
The Debtors are represented by Davor Rukavina, Esq., at Munsch
Hardt Kopf & Harr, P.C.
AGSPRING LLC: June 8 Deadline Set for Panel Questionnaires
----------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of Agspring, LLC, et
al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/mt3zjy9x return by email it to
Benjamin A. Hackman -- Benjamin.A.Hackman@usdoj.gov -- at the
Office of the United States Trustee so that it is received no later
than 4:00 p.m., on June 8, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Agspring, LLC
Agspring, LLC provide warehousing and storage services.
Agspring, LLC and five of its affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 23-10699) on May 31, 2023. The petitions were signed
by Kyle Sturgeon as chief restructuring
officer.
Agspring, LLC's estimated assets is $1 million to $10 million
against $50 million to $100 million in estimated liabilities.
Lawyers at Pachulski Stang Ziehl & Jones LLP and Dentons US LLP
serve as counsel to the Debtors.
ALLDRIN ORCHARDS: David Sousa Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 17 appointed David Sousa as Subchapter
V trustee for Alldrin Orchards, Inc.
Mr. Sousa will be paid an hourly fee of $415 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Sousa declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
David Sousa
P.O. Box 3167
Visalia, CA 93278-3167
Phone: (559) 242-2065
Email: Dave@fresnotrustee.com
About Alldrin Orchards
Alldrin Orchards Inc. sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No.
23-90224) on May 22, 2023, with $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. Lisa J. Alldrin,
secretary, signed the petition.
Judge Ronald H. Sargis oversees the case.
The Debtor is represented by David C. Johnston, Esq., a practicing
attorney in Oakdale, Calif.
ALPINE 4 HOLDINGS: Appoints New Chief Financial Officer
-------------------------------------------------------
Alpine 4 Holdings, Inc. announced its Board of Directors appointed
Christopher Meinerz to serve as chief financial officer of the
Company.
Prior to joining the Company, Mr. Meinerz has held the title of
chief financial officer, chief operating officer, and chief
compliance officer including recent appointments of chief financial
officer & chief operating officer for Nano Hearing Aids (November
2021 – May 2023), chief financial officer of Tallwave (March 2020
– April 2021, currently retained as an advisor to Board &
executive management), chief financial officer for Elite Roofing
Supply (August 2018 – December 2019), and Chief Financial Officer
for Mobivity Holdings Corp (2015-2018). In his various roles, Mr.
Meinerz has been involved with the raising of more than $1 billion
of capital and has successfully completed a significant number of
transactions, including initial public offerings, acquisitions, and
divestitures.
Mr. Meinerz, 56, is a graduate of the University of Wisconsin with
degrees in both accounting and finance. Mr. Meinerz is also an
active Certified Public Accountant with extensive SEC reporting and
compliance experience. He began his career in public accounting
with BDO in Chicago, Illinois, and Grant Thornton in Madison,
Wisconsin. Mr. Meinerz will serve as the principal financial
officer and principal accounting officer for the Company. Mr.
Meinerz will serve in this capacity at the pleasure of the Board.
Kent Wilson, CEO, had this to say: "After an exhaustive
two-month-long search, the board and I are pleased to announce the
addition of Chris Meinerz to our team! We reviewed over a dozen
highly qualified candidates, but at the end of the day, Chris's
experience, knowledge of technical accounting, and great
personality won the day. We are blessed to have him on our team
and look forward to him adding his knowledge and great character to
the A4 family of companies. Additionally, a huge thank you to
SaVonnah Osmanski for stepping in as interim CFO during this time.
Your dedication to the Alpine 4 team is greatly appreciated! Ms.
Osmanski will resume her position as VP / Corporate Controller."
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.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
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.
AMSTERDAM HOUSE: Gets Court Approval for Aug. 23 Auction of Assets
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved bidding procedures for the sale of certain assets of
Amsterdam House Continuing Care Retirement Community Inc. f/k/a The
Amsterdam at Harborside. Objections to the sale, if any, must be
filed no later than 12:00 p.m. (Prevailing Easter Time) on Aug. 25,
2023.
The following dates and deadlines regarding the transaction are
established, subject to the right of the Debtor to modify such
dates in accordance with the Bidding Procedures and the Order:
* Marketing Teaser Launched to Contact Parties: May 10, 2023
* Data Room is Made Available to Potential Bidders: May 10,
2023
* Stalking Horse Bid Deadline: July 12, 2023 at 4:00 p.m.
(prevailing Eastern Time)
* Deadline to Designate the Stalking Horse: July 17, 2023 at
4:00 p.m. (prevailing Eastern Time)
* Overbid Deadline: Aug. 17, 2023 at 4:00 p.m. (prevailing
Eastern Time)
* Auction (if applicable): Aug. 23, 2023 at 10:00 a.m.
prevailing Eastern Time)
* Deadline to File Results of Auction: Aug. 24, 2023 at 12:00
p.m. (prevailing Eastern Time)
* Sale and Cure Objection Deadlines: Aug. 25, 2023 at 12:00 p.m.
(prevailing Eastern Time)
* Sale Hearing (if applicable): Aug. 29, 2023 at 11:00 a.m.
(prevailing Eastern Time)
Subject to the procedures set forth in the Bidding Procedures and
in the Bidding Procedures Order, the Debtor is authorized, but not
obligated, in an exercise of its business judgement and following
consultation with the Consultation Parties, to
i) select a bidder to act as a stalking horse bidder in
connection with the Transaction ("Stalking Horse Bidder");
ii) enter into the applicable Stalking Horse Agreement; and
iii) in connection with the Stalking Horse Agreement with the
Stalking Horse Bidder, provide such Stalking Horse Bidder (a) a
breakup fee ("Break-Up Fee") of up to 3% of the proposed total cash
consideration offered in the Stalking Horse Agreement, which amount
may include the proposed purchase price and entrance fee refunds to
be paid at closing and calculated as of the last day of the month
preceding the Overbid Deadline and (b) an expense reimbursement of
actual, reasonable and documented fees and expenses incurred not to
exceed 1% of the Cash Consideration.
The availability of due diligence is governed by the Bidding
Procedures. Parties interested in conducting due diligence should
review the Bidding Procedures and contact the following parties:
a) Debtor, 300 East Overlook, Port Washington, New York 11050
(Attn: Brooke Navarre [bnavarre@theharborside.org]);
b) Proposed counsel to the Debtor, DLA Piper LLP (US), 1251
Avenue of the Americas, New York, New York 10020 (Attn.: Gregory M.
Juell, Esq. [gregory.juell@us.dlapiper.com]), 200 South Biscayne
Boulevard, Suite 2500, Miami, Florida 33131 (Attn.: Rachel Nanes,
Esq. [rachel.nanes@us.dlapiper.com]), and 1900 North Pearl Street,
Suite 2200, Dallas, Texas 75201 (Attn.: James P. Muenker, Esq.
[james.muenker@us.dlapiper.com]);
c) Debtor's Chief Restructuring Officer and financial advisor,
Ankura Consulting Group LLC, 15601 Dallas Parkway, Suite 200,
Dallas, Texas 75001 (Attn: Michael Morton
[michael.morton@ankura.com]); and
d) Debtor's real estate broker, Grandbridge Real Estate Capital,
401 East Jackson Street, Floor 19, Tampa, Florida 33602 (Attn:
David Kliewer [david.kliewer@grandbridge.com]).
About Amsterdam House Continuing Care
Amsterdam House Continuing Care Retirement Community, Inc., doing
business as The Amsterdam at Harborside, operates Nassau County's
first and only continuing care retirement community licensed under
Article 46 of the New York Public Health Law, which provides
residents with independent living units, enriched housing and
memory support services, comprehensive licensed skilled nursing
care, and related health, social, and quality of life programs and
services.
Amsterdam House Continuing Care Retirement Community filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 23-70989) on March 22, 2023. In the
petition signed by Brooke Navarre, president and chief executive
officer, the Debtor disclosed $100 million to $500 million in both
assets and liabilities.
Judge Alan S. Trust oversees the cases.
The Debtor tapped Gregory M. Juell, Esq., at DLA Piper LLP (US) as
bankruptcy counsel; and Ankura Consulting Group, LLC as
restructuring advisor. Michael W. Morton of Ankura Consulting Group
is the Debtor's chief restructuring officer.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Cooley LLP and GlassRatner Advisory & Capital Group, LLC, doing
business as B. Riley Advisory Services, serve as the committee's
legal counsel and financial advisor, respectively.
ARAMARK: S&P Upgrades ICR to 'BB' on Improving Performance
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
food concession and uniform services company Aramark to 'BB' from
'BB-'. S&P assigned its 'BBB-' issue-level rating to the proposed
term loan. The '1' recovery rating reflects its expectation for
very high (90%-100%; rounded estimate: 95%) recovery in the event
of default.
At the same time, S&P raised its rating on the company's senior
unsecured debt to 'BB-' from 'B+'. The '5' recovery rating is
unchanged.
The stable outlook reflects S&P's expectation that improving
operating performance will support stronger free operating cash
flow (FOCF) generation and deleveraging toward 4.5x this fiscal
year.
The upgrade reflects Aramark's continuing operating performance
gains and improving credit protection metrics. Aramark posted
significant growth during the fiscal second quarter (ended March
31, 2023), with revenue increasing 19% driven by net new business,
growing base business volume, and higher pricing. Its operating
income increased nearly 30% as reduced supply chain pressures and
other cost benefits lifted margins on the substantially higher
sales levels. S&P believes prospects remain good for continued
growth, although an uncertain and weaker macroeconomic backdrop
represents an underlying risk. For both domestic and international
food and support services, revenue exceeds prepandemic levels,
reflecting a return to out-of-home activity. It also reflects good
execution on net new business wins such as in the corrections
space. However, the business and industry segment continues to
lag.
Margins for both the domestic and international food segments lag
prepandemic levels as food- and wage-related inflation continues to
impair the company's cost structure. Aramark primarily utilizes
profit-and-loss contracts, which enable greater upside potential
but also expose the company to downside risk, including food cost
volatility and higher labor costs, compared with fixed fee
contracts. Approximately two-thirds of the company's food and
support services revenue was generated through profit-and-loss
contracts in fiscal 2022. S&P said, "We expect these cost pressures
to linger and weigh on margin improvement over the next year as the
company renegotiates contractual terms with some of its customers.
Still, prospects for deleveraging are good. We expect S&P Global
Ratings-adjusted leverage of about 4.5x at the end of fiscal 2023,
then improving further due to a continued focus on debt reduction
to meet the company's leverage target. Therefore, we revised our
financial risk profile score to aggressive from highly leveraged."
The current transaction partially refinances the company's B-3 term
loan, but Aramark has a significant maturity wall in 2025. The
proceeds from the proposed new term loan will partially pay down
the company's existing, remaining $1.1 billion term loan due 2025.
Aramark repaid $468 million of this loan in April 2023 using
proceeds from the divestiture of its 50% interest in AIM Services
Co. The company also recently repaid an additional $100 million
using proceeds from the partial sale of its minority ownership
stake in the San Antonio Spurs basketball franchise. Still, overall
Aramark had about $8 billion of debt at the end of the second
quarter of fiscal 2023, a large but manageable amount given the
scale of its business. A significant amount of this debt comes due
in the next several years, including about $2.4 billion of senior
unsecured notes in 2025 and additional maturities in 2026 and 2027.
Given higher rates, S&P believes the company's healthy cash flow
will somewhat reduce as it refinances its significant debt load
over time.
S&P said, "The uniform segment spinoff will reduce business scale
and diversity, but we expect deleveraging to remain on track.
Aramark has reiterated its plan (first announced on May 10, 2022)
to execute a tax-free spinoff of its uniform business this fiscal
year subject to market, regulatory, and other conditions. The
business represents about a quarter of total reported operating
income and has been performing well. We view the uniform business
as a helpful diversifying, higher-margin asset. However, we note
that Aramark's remaining food services business will still have
considerable size, benefit from long, tenured customer
relationships, and remain a leading player in its addressable
market." Still, the food and support services business faces tough
competition from large rivals, such as Compass Group PLC and Sodexo
SA, as well as smaller providers.
Aramark has a company-defined 3.0x-3.5x net leverage target. At the
end of the second quarter of 2023, the company reported 4.9x under
this metric (pro forma for $530 million of debt paydown completed
in April 2023) and expects to reduce leverage to below 4x by fiscal
year end. S&P said, "We expect the company to reach its leverage
target in 2024 if it maintains its good operating performance
against the backdrop of an uncertain and weaker macroeconomic
environment. We do not believe the Uniform spinoff will delay
deleveraging because we expect Aramark to offset the EBITDA loss
with a one-time cash distribution from Uniform to pay down debt."
Aramark's good customer retention, contract stability, and seasonal
working capital inflows increase visibility for near-term debt
reduction. Aramark's business generates significant cash flow
during the fiscal fourth quarter, largely stemming from the
seasonal start-up and shut down of its higher education and leisure
businesses. S&P said, "We anticipate the company will use these
seasonal inflows to further reduce debt in the back half of the
year. We project FOCF of about $250 million this year, which
includes the impact of a $64 million deferred tax payment as well
as $100 million-$125 million of fees and expenses associated with
the uniform business spinoff. We expect FOCF to strengthen in
fiscal 2024, approaching $450 million, driven by expanding
operating profits and greater working capital efficiency."
The stable outlook on Aramark reflects ongoing solid top-line
performance, recovering margin levels, and the company's commitment
to repay debt along with its incremental steps to address upcoming
maturities. S&P expects it will improve its S&P Global
Ratings-adjusted leverage to about 4.5x as of Sept. 30, 2023, and
further improve to about 4x by Sept. 30, 2024.
S&P could lower its rating on Aramark if we expect the company to
sustain S&P Global Ratings-adjusted leverage above 5x, which could
occur if:
-- Operating performance deteriorates due to weakening economic
conditions, intensifying competition, or the inability to pass on
higher operating costs effectively; or
-- The company pursues a more aggressive financial policy.
S&P could raise its rating on Aramark if:
-- Operating performance improves, with net new business growth,
consistent client retention, and better cost management leading to
margin expansion;
-- Credit metrics strengthen, including S&P Global
Ratings-adjusted leverage improving to below 4x on a sustained
basis through EBITDA growth and debt reduction; and
-- S&P believes the company remains committed to its 3.0x-3.5x net
leverage target.
ESG credit indicators: E-2, S-2, G-2
ARIAN MOWLAVI: PCO Raises Concern Over Expired Medications
----------------------------------------------------------
Tamar Terzian, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Central District of
California a fifth interim report regarding the quality of patient
care provided at Dr. Arian Mowlavi's surgical center.
The report, which covers the period from Feb. 1 through June 1,
2023, was filed following the PCO's visit to the site. PCO
conducted an unannounced visit in February and PCO made certain
findings and immediately informed Debtor that certain medication
was expired and requested that Debtor discard expired medications
from the Surgical Center.
PCO observed and toured the pre-op care, surgical room and post-op
care of the L.A. Surgical Center. The Los Angeles location has
three offices with one operating room and a small recovery room.
While touring the L.A. Surgery Center, PCO found again that certain
medication is expired, particularly the crash cart located in the
recovery area.
PCO recommends that the L.A. Surgery Center update the crash cart
as well as update and remove all expired medication. PCO did not
inspect any patient files in the new location and was not able to
interview patients.
A copy of the fifth interim report is available for free at
https://urlcurt.com/u?l=bPoaN3 from PacerMonitor.com.
The ombudsman may be reached at:
Tamar Terzian, Esq.
Epps & Coulson, LLP
1230 Crenshaw Blvd.
Torrance, CA 90501
Telephone: (818) 242-1100
Facsimile: (818) 242-1012
Email: tterzian@eppscoulson.com
About Arian Mowlavi
Arian Mowlavi is a medical doctor specializing in reconstructive
and cosmetic surgery. Dr. Mowlavi conducts business through his
wholly owned medical corporation known as A.M. Cosmetic Surgery
Clinics, Inc., a California Corporation.
Dr. Mowlavi filed a voluntary petition for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 22-10296) on Feb. 21, 2022, with $1
million to $10 million in assets and $10 million to $50 million in
liabilities. Judge Scott C. Clarkson oversees the case.
The Debtor is represented by J. Scott Williams, Esq., a practicing
attorney in Irvine, Calif.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's Chapter 11 case.
ASPIRA WOMEN'S: Board Appoints Winfred Parnell as Director
----------------------------------------------------------
Aspira Women's Health Inc.'s Board of Directors appointed Dr.
Winfred Parnell as a director, effective immediately.
As disclosed in a Form 8-K filed with the Securities and Exchange
Commission, Dr. Parnell will serve as a director until the
Company's 2024 annual meeting of stockholders. Dr. Parnell was
also appointed to the Nominating and Corporate Governance Committee
of the Board. The Board has determined that Dr. Parnell meets the
independence requirements of the Nasdaq listing standards and
applicable Securities and Exchange Commission regulations.
Departure of Interim CFO
Effective May 31, 2023, Marlene McLennan's term as interim chief
financial officer of Aspira Women's Health Inc. has come to a
close, pursuant to her employment agreement with the Company. As
previously announced, Dr. Torsten Hombeck will begin his service as
the Company's chief financial officer on June 15, 2023.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women. OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses. ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products. Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.
Aspira Women's reported a net loss of $27.17 million for the year
ended Dec. 31, 2022, compared to a net loss of $31.66 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$17.37 million in total assets, $10.64 million in total
liabilities, and $6.73 million in total stockholders' equity.
Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has suffered
recurring losses from operations and expects to continue to incur
substantial losses in the future, which raise substantial doubt
about its ability to continue as a going concern.
ASPIRA WOMEN'S: Regains Compliance With Nasdaq Listing Rule
-----------------------------------------------------------
Aspira Women's Health Inc. received a written notice from the
Listing Qualifications Department of the Nasdaq Stock Market that
the Company has regained compliance with the minimum closing bid
price of $1.00 per share, as is required for continued listing on
The Nasdaq Capital Market pursuant to Nasdaq Listing Rule
5550(a)(2), based on achieving a closing bid price of $1.00 per
share or greater for 10 consecutive business days for the period
from May 12, 2023 to May 25, 2023. The Notice also indicated that
because the Company is now in compliance with the Bid Price
Requirement, Nasdaq considers the matter closed.
As the Company previously reported on that certain Current Report
on Form 8-K filed on June 2, 2022 with the U.S. Securities and
Exchange Commission, on June 1, 2022, the Company received a
deficiency letter from the Staff notifying the Company that, for
the preceding 30 consecutive business days, the Company had not
been in compliance with the Bid Price Requirement. On Nov. 29,
2022, the Company received a written notice from the Staff
notifying the Company that it had been granted an additional 180
calendar days, or until May 29, 2023, to regain compliance with the
Bid Price Requirement.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women. OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses. ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products. Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.
Aspira Women's reported a net loss of $27.17 million for the year
ended Dec. 31, 2022, compared to a net loss of $31.66 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$17.37 million in total assets, $10.64 million in total
liabilities, and $6.73 million in total stockholders' equity.
Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has suffered
recurring losses from operations and expects to continue to incur
substantial losses in the future, which raise substantial doubt
about its ability to continue as a going concern.
AT HOME GROUP: S&P Upgrades ICR to 'CCC', Outlook Negative
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
home decor retailer At Home Group Inc. to 'CCC' from 'SD'
(selective default). S&P also raised its issue-level rating on its
senior unsecured notes to 'CC' from 'D'. The '6' recovery rating
indicates its expectation for negligible (0%-10%; rounded estimate:
0%) recovery in a default scenario.
S&P said, "Concurrently, we lowered our issue-level ratings on the
existing $600 million first-lien term loan and $300 million senior
secured notes to 'CCC-' from 'CCC+' and resolved the CreditWatch
negative. We also revised the recovery ratings on the debt to '5'
(10%-30%; rounded estimate: 25%) from '4' (30%-50%; rounded
estimate: 40%) to reflect the higher number of secured claims in
the capital structure.
"At the same time, we assigned our 'CCC-' issue-level rating to the
cash/pay-in-kind (PIK) toggle senior secured notes due 2028 and new
$200 million senior secured notes due 2028. The recovery rating is
'5', indicating our expectation for modest (10%-30%; rounded
estimate: 25%) recovery in a default scenario."
The negative outlook reflects the risk At Home's performance
challenges persist, straining cash generation and increasing the
likelihood of further distressed exchanges.
At Home's capital structure remains unsustainable because of its
heavy debt load and operating performance challenges amid weaker
demand for home goods merchandise. At Home's ability to drive sales
growth and restore profitability and positive cash generation are
being challenged by weak consumer demand for home decor. S&P said,
"We forecast At Home's sales will decline approximately 7% this
year, following a nearly 6% decline in fiscal 2023 (ended Jan. 28,
2023). We attribute the persistent top-line pressures to a
higher-than-expected impact from the pull forward of demand during
the pandemic as well as a highly promotional retail environment
that has shrunk At Home's value proposition relative to
competitors. Sales have also been negatively affected by
merchandising missteps, primarily related to lean inventory
positioning in opening price point items. These products have been
experiencing stronger demand as customers seek value amid ongoing
inflationary pressures that have crimped discretionary income.
Moreover, we believe the liquidation of inventory at Bed Bath and
Beyond is temporarily weighing on traffic trends at At Home."
S&P said, "However, we project profitability will rebound year over
year, with S&P Global-Ratings-adjusted EBITDA margin increasing to
approximately 17% from about 8% in fiscal 2023 as freight headwinds
abate, the company makes progress restoring product margins to
historical levels, and inventory investments improve availability
of lower-priced merchandise. Notably, excess freight charges
accounted for a nearly 10 percentage point headwind to EBITDA
margin in fiscal 2023. Still, we project margins remaining nearly
700 basis points below the company's pre-pandemic level of
profitability given lower sales volumes and an intensely
promotional selling environment."
S&P Global Ratings-adjusted leverage was over 20x in fiscal 2023,
driven by a sharp drop in EBITDA and elevated asset-based lending
(ABL) revolving credit facility borrowings. At Home's debt burden
is significant, and its recent financing transactions have
increased non-ABL debt outstanding by about 12% to $1.6 billion.
S&P projects leverage remaining very high over the next 12 months
and believe At Home's onerous capital structure and debt servicing
costs will constrain its ability to invest in its business and
growth initiatives.
Recent financing transactions provide incremental liquidity, but
uncertainty remains as to whether operations will recover to a
level that supports the current capital structure. At Home, through
a financing subsidiary, recently issued $200 million of senior
secured notes, using the proceeds to partially pay down its
outstanding ABL borrowings, which was about $320 million at fiscal
year-end. S&P said, "Moreover, the 7.125%/8.625% cash/PIK toggle
senior secured notes could reduce the company's immediate cash
interest burden if the company elects to PIK interest, but we
believe At Home's ability to generate positive free cash over the
next 12 months will remain challenged because of lower demand for
home goods merchandise and soft economic conditions. Our
expectation for continued negative free operating cash flow (FOCF)
incorporates reduced capital spending as the company slows store
growth initiatives to preserve liquidity."
The negative outlook reflects the risk At Home's operating
performance fails to stabilize and cash burn accelerates,
heightening the risk of a payment default, debt restructuring, or
distressed exchange.
S&P said, "We could lower our rating on At Home if we anticipated
it facing a liquidity shortfall over the subsequent six months,
heightening the probability of additional distressed exchange
transactions or a conventional default.
"We could raise our rating on At Home if it sustained an
improvement in sales and profitability, leading to liquidity as the
company navigated challenging macroeconomic conditions."
ESG credit indicators: E-2, S-2, G-3
BENEFYTT TECHNOLOGIES: Deadline to File Claims Set for July 10
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas set
July 10, 2023, at 5:00 p.m. (Prevailing Central Time) as the
deadline for all persons and entities to file proofs of claim
against Benefytt Technologies Inc. and its debtor-affiliates.
The Court also set Nov. 20, 2023, at 5:00 p.m. (Prevailing Central
Time] as the deadline for governmental units to file their claims
against the Debtor(s).
Each proof of claim must be filed or submitted, including
supporting documentation, through any of these methods: (a)
electronic submission through PACER (Public Access to Court
Electronic Records at https://ecf.txsb.uscourts.gov/, (b)
electronic submission using the interface available 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, the governmental bar date, or any
other applicable bar date, as applicable at these address: if by
first-class mail hand delivery or overnight mail:
Benefytt Claims Processing Center
c/o Stretto
410 Exchange, Suite 100
Irvine, CA 92602
If you have any questions regarding the claims process and you wish
to obtain a copy of the bar date notice, a proof of claim form or
related documents you may do so by: (a) calling the Debtors'
restructuring hotline at (833) 693-3762 (Toll Free U.S.); or (720)
450-8180 (Non-U.S. Parties); and (b) visiting the Debtors'
restructuring website at https://cases.stretto.com/benefytt.
About Benefytt Technologies
Benefytt Technologies, Inc., et al., are a technology-driven
distributor of insurance products covering Medicare-related
insurance plans as well as other types of health insurance and
supplemental products that operate in 44 states including Texas,
New York, California, and Florida.
On May 23, 2023, Benefytt Technologies, Inc., and 17 affiliated
debtors, including American Service Insurance Agency LLC, filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90566).
Benefytt Technologies disclosed assets of $1 billion to $10 billion
and liabilities of $500 million to $1 billion as of the bankruptcy
filing.
The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; JACKSON WALKER LLP as local bankruptcy counsel; ANKURA
CONSULTING, LLC, as restructuring advisor; and JEFFERIES GROUP LLC
as financial advisor. STRETTO, INC., is the claims agent.
BIONIK LABORATORIES: Posts Significant Rise in Rehab Patient Volume
-------------------------------------------------------------------
Bionik Laboratories Corp. announced it has experienced a
significant increase in patient volume at its rehabilitation
center, Tower Physical Therapy & Rehab, in Clermont, FL.
During the first eight months since the acquisition of the center
was finalized, Bionik has more than doubled its patient count,
increased revenue, and has seen an increase in the amount of
patient hours logged on its InMotion robotic devices on-site at the
clinic, a new offering that has brought more patients in the door
for rehabilitation services.
Bionik's acquisition of the clinic was followed by a rebrand of the
facility as a neuro-specialized rehabilitation center that features
Bionik's InMotion technology and therapy for patients who have
suffered stroke, brain and spinal cord injuries. Bionik believes
that the increase in patient volume is evidence that the InMotion
technology is a welcome addition to the community where services
for stroke recovery care are needed.
Bionik's fleet of InMotion robots help patients to regain arm and
hand movement. Where conventional therapy alone allows patients to
complete 30-60 repetitive movements an hour, the InMotion devices
have patients completing 600 - 1,000 movements an hour. The
robotic device assists patients as needed while it measures the
position, speed and acceleration to adjust to the patient's needs
during that session. The increase in the number of patient hours
logged at Tower Physical Therapy & Rehab, further point to the
clinic's success with asset utilization for the newly installed
devices.
"Bionik's clinic in Florida is part of our long-term vision to
build a network of neuro recovery centers. We are committed to
providing more accessibility to InMotion therapy to a greater
population of patients and we are encouraged to see the growth in
both patient volume and patient use of the InMotion robots," said
Richard Russo Jr., Chief Executive Officer at Bionik Laboratories.
"We believe the success of our first neuro recovery center in
Clermont points to the long-term value for our shareholders as we
commence execution on a national roll-out of Bionik branded rehab
centers."
Bionik's neuro recovery center in Clermont is collecting a
significant amount of anonymized patient data that will allow the
Bionik team to further explore how the device is supporting the
recovery and care of patients while also providing a personalized
rehab experience. Through InMotion Connect, the company's
cloud-connected data analytics platform, clinicians are able to
directly monitor a patient's progress with customizable reports, as
well as ongoing support and training for the technology.
About BIONIK Laboratories
Bionik Laboratories Corp. -- http://www.BIONIKlabs.com-- is a
robotics company focused on providing rehabilitation and mobility
solutions to individuals with neurological and mobility challenges
from hospital to home. The Company has a portfolio of products
focused on upper and lower extremity rehabilitation for stroke and
other mobility-impaired patients, including three products on the
market and three products in varying stages of development.
Bionik reported a net loss and comprehensive loss of $10.41 million
for the year ended March 31, 2022, compared to a net loss and
comprehensive loss of $13.62 million for the year ended March 31,
2021. As of Dec. 31, 2022, the Company had $3.68 million in total
assets, $4.21 million in total liabilities, and a total
stockholders' deficit of $521,906.
In its Quarterly Report for the three months ended Dec. 31, 2022,
Bionik Laboratories said, "There can be no assurance that necessary
debt or equity financing will be available, or will be available on
terms acceptable to us, in which case we may be unable to meet our
obligations or fully implement our business plan, if at all. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."
Toronto, Canada-based MNP LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 9,
2022, citing that the Company has experienced losses and has a
working capital deficiency and an accumulated deficit. These
conditions, along with other matters, raise substantial doubt about
Company's ability to continue as a going concern.
BW HAMPTON: Case Summary & Three Unsecured Creditors
----------------------------------------------------
Debtor: The BW Hampton Group, Inc.
1210 South Brand Blvd.
Glendale, CA 91204
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101 (51B)).
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-13518
Judge: Hon. Sandra R. Klein
Debtor's Counsel: Kevin Ronk, Esq.
PORTILLO RONK LEGAL TEAM
5716 Corsa Avenue, Suite 207
Westlake Village, CA 91362
Tel: (805) 203-6123
Fax: (805) 830-1717
Email: Attorneys@portilloronk.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Corazon Oriel as secretary.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NHQG3TQ/The_BW_Hampton_Group_Inc__cacbke-23-13518__0001.0.pdf?mcid=tGE4TAMA
CANOPY GROWTH: Inks Second Amendment to Floating Share Arrangement
------------------------------------------------------------------
Canopy Growth Corporation, Canopy USA, LLC and Acreage Holdings,
Inc., have entered into a second amendment to the Floating Share
Arrangement Agreement. Pursuant to the terms of the Amendment, the
Company, Canopy USA, and Acreage agreed to amend the Exercise
Outside Date (as defined in the Floating Share Arrangement
Agreement) from May 31, 2023 to Aug. 31, 2023.
Canopy Growth previously disclosed in a Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission on Oct. 26,
2022 that it entered into an arrangement agreement dated Oct. 24,
2022, as amended on March 17, 2023, with Canopy USA, LLC and
Acreage Holdings, Inc., pursuant to which, subject to the terms and
conditions of the Floating Share Arrangement Agreement, including
all closing conditions contained in the arrangement agreement
between the Company and Acreage dated April 18, 2019, as amended on
May 15, 2019, Sept. 23, 2020 and Nov. 17, 2020, Canopy USA will
acquire all of the issued and outstanding Class D subordinate
voting shares of Acreage by way of a court-approved plan of
arrangement under the Business Corporations Act (British Columbia)
at a fixed exchange ratio of 0.45 of a common share of Canopy
Growth for each Floating Share held.
The completion of the Floating Share Arrangement is subject to
satisfaction or, if permitted, waiver of certain closing
conditions, including, among others, completion of the Canopy
Capital Reorganization (as defined in the Floating Share
Arrangement Agreement) on or prior to the Exercise Outside Date.
There can be no certainty, nor can the Company provide any
assurance, that all conditions precedent contained in the Floating
Share Arrangement Agreement and the Existing Arrangement Agreement
will be satisfied or waived, which may result in the acquisition of
Acreage not being completed.
About Canopy Growth
Canopy Growth Corporation -- www.canopygrowth.com -- is a cannabis
consumer packaged goods company which produces, distributes, and
sells a diverse range of cannabis, hemp, and CPG products.
Canopy reported a net loss of C$320.48 million for the year ended
March 31, 2022, a net loss of C$1.67 billion for the year ended
March 31, 2021, and a net loss of C$1.38 billion for the year
ended
March 31, 2020.
* * *
As reported by the TCR on Nov. 17, 2022, S&P Global Ratings lowered
its issuer credit rating on Canopy Growth Corp. (CGC) to 'SD'
(selective default) from 'CC'.
In July 2022, Fitch Ratings downgraded the Long-Term Issuer Default
Ratings (IDR) for Canopy Growth and 11065220 Canada Inc. to 'RD'
from 'C' on the completion of Canopy's exchange offer for a portion
of the convertible notes due July 2023.
CARLYLE US 2023-1: Fitch Assigns 'BB-sf' Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has assigned ratings and Rating Outlooks to Carlyle
US CLO 2023-1, Ltd.
Entity/Debt Rating Prior
----------- ------ -----
Carlyle US CLO
2023-1, Ltd.
A-1 LT AAAsf New Rating AAA(EXP)sf
A-2 LT AAAsf New Rating AAA(EXP)sf
B LT AAsf New Rating AA(EXP)sf
C LT Asf New Rating A(EXP)sf
D LT BBB-sf New Rating BBB-(EXP)sf
E LT BB-sf New Rating BB-(EXP)sf
Subordinated
Notes LT NRsf New Rating NR(EXP)sf
TRANSACTION SUMMARY
Carlyle US CLO 2023-1, Ltd., is an arbitrage cash flow
collateralized loan obligation (CLO) that will be managed by
Carlyle CLO Management L.L.C. Net proceeds from the issuance of the
secured and subordinated notes will provide financing on a
portfolio of approximately $500 million of primarily first lien
senior secured loans.
KEY RATING DRIVERS
Asset Credit Quality (Negative): The average credit quality of the
indicative portfolio is 'B/B-', which is in line with that of
recent CLOs. The weighted average rating factor (WARF) of the
indicative portfolio is 24.68, versus a maximum covenant, in
accordance with the initial expected matrix point of 27. Issuers
rated in the 'B' rating category denote a highly speculative credit
quality; however, the notes benefit from appropriate credit
enhancement and standard U.S. CLO structural features.
Asset Security (Positive): The indicative portfolio consists of
97.4% first-lien senior secured loans. The weighted average
recovery rate (WARR) of the indicative portfolio is 73.98% versus a
minimum covenant, in accordance with the initial expected matrix
point of 72.7%.
Portfolio Composition (Positive): The largest three industries may
comprise up to 37% of the portfolio balance in aggregate while the
top five obligors can represent up to 12.5% of the portfolio
balance in aggregate. The level of diversity resulting from the
industry, obligor and geographic concentrations is in line with
other recent CLOs.
Portfolio Management (Neutral): The transaction has a 5.1-year
reinvestment period and reinvestment criteria similar to other U.S.
CLOs. Fitch's analysis was based on a stressed portfolio created by
adjusting the indicative portfolio to reflect permissible
concentration limits and collateral quality tests.
Cash Flow Analysis (Positive): Fitch used a customized proprietary
cash flow model to replicate the principal and interest waterfalls
and assess the effectiveness of various structural features of the
transaction. In Fitch's stress scenarios, the rated notes can
withstand default and recovery assumptions consistent with their
assigned ratings.
The WAL used for the transaction stress portfolio and matrices
analysis is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period. In Fitch's opinion, these conditions would reduce the
effective risk horizon of the portfolio during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Variability in key model assumptions, such as decreases in recovery
rates and increases in default rates, could result in a downgrade.
Fitch evaluated the notes' sensitivity to potential changes in such
a metric. The results under these sensitivity scenarios are as
severe as between 'BBB+sf' and 'AA+sf' for class A-1, between
'BBBsf' and 'AA+sf' for class A-2, between 'BB+sf' and 'A+sf' for
class B, between 'Bsf' and 'BBB+sf' for class C, between 'less than
B-sf' and 'BB+sf' for class D; and between less than 'B-sf' and
'B+sf' for class E.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrade scenarios are not applicable to the class A-1 and A-2
notes, as these notes are in the highest rating category of
'AAAsf'. Variability in key model assumptions, such as increases in
recovery rates and decreases in default rates, could result in an
upgrade. Fitch evaluated the notes' sensitivity to potential
changes in such metrics; the minimum rating results under these
sensitivity scenarios are 'AAAsf' for class B, 'A+sf' for class C,
'Asf' for class D; and 'BBB+sf' for class E.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
CARVANA CO: S&P Ups ICR to 'CCC' on Expiration of Exchange Offer
----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Carvana Co.
to 'CCC' from 'CC'. S&P also raised the issue-level rating on the
senior unsecured notes to 'CCC-' from 'C'.
The negative outlook reflects S&P's view that liquidity will
continue to erode over the next 12 months with the potential for
another attempt at a distressed exchange or other type of capital
restructuring.
S&P said, "The rating action and 'CCC' rating reflects the
expiration and termination of the exchange offers as well as our
view that liquidity will continue to erode, creating the potential
for another distressed exchange over the next 12 months. While
Carvana has posted better-than-expected results in the first
quarter of 2023, and guided to stronger results in the second
quarter, EBITDA was still negative in the first quarter. Given
substantial interest expense of over $600 million over the next 12
months and necessary capital spending, we continue to expect
Carvana to generate significant cash outflows. The company has
guided to a total gross profit per unit (GPU) above $5,000 in the
second quarter, but we think this will not be sustainable longer
term, as the company is benefitting from a return of higher loan
sale volumes, and temporarily stronger used vehicle prices. Given
S&P Global's expectations for a mild recession in the back half of
2023, increasing interest rates, and a weakening consumer
environment, we think this could lead to ongoing volatility and
uncertainty in Carvana's sales and profits. While the company has
made some progress cutting its selling, general, and administrative
(SG&A) costs, the lower advertising spending may start to reduce
the company's sales and ability to quickly turn inventory. We also
think that workforce reductions and discontinuing consumer friendly
initiatives like free delivery could, over time, hurt Carvana's
brand and traffic to its e-commerce platform.
"We forecast Carvana's liquidity to continue to erode during the
next 12 months and that the potential exists for another attempt at
a distressed exchange or other type of capital restructuring.
Carvana had $488 million of cash and about $1 billion of
availability under short-term facilities, principally its existing
vehicle inventory floor plan. However, the floor plan facility
matures March 22, 2024, and will step down to $2 billion on Sept.
22, 2023. The floor plan facility also requires that at least 12.5%
of the total principal amount owed to the lender is held as
restricted cash. We forecast significant continued cash outflows
for the next 12 months and material deficit in liquidity, though we
do not include the real estate as a liquidity source. We therefore
think it is likely the company will attempt another distressed
exchange to address its eroding liquidity and high debt cost.
"The negative outlook reflects our view that liquidity will
continue to erode over the next 12 months with the potential for
another attempt at a distressed exchange or other type of capital
restructuring."
S&P could lower the ratings on Carvana if:
-- The company engages in a distressed debt restructuring that S&P
would view as tantamount to a default; or
-- Operating performance and liquidity deteriorates such that S&P
believe a default is imminent.
S&P does not believe an upgrade is a likely scenario for Carvana
within the next 12 months because it expects there will likely be a
distressed exchange to address the ongoing cash burn, principally
from the company's substantial interest expense. For an upgrade to
occur, the company would also need to increase the amount and
duration of its liquidity beyond 12 months.
ESG credit indicators:E-2, S-2, G-3
S&P said, "Environmental and social credit factors have no material
influence on our credit rating analysis, as increased demand for
electrified vehicles will not have a significant impact on its
business model as an online retailer of used vehicles. Carvana
sells vehicles through its platform regardless of the propulsion
system, and we do not expect the potential adoption of electric
vehicles (EV) (new and used) to have a significant impact on demand
for used internal combustion engine (ICE) vehicles for the next few
years.
"Governance factors are a moderately negative consideration for our
ratings analysis as we view the controlling ownership by its
founders as demonstrating corporate decision-making that
prioritizes the interests of the controlling owners over other
shareholders. This structure in our view could also limit the
effectiveness of the board of directors."
CARVANA CO: Terminates $1 Billion Private Exchange Offers
---------------------------------------------------------
Carvana Co. announced the expiration and termination of its offers
to exchange its outstanding existing notes for up to an aggregate
principal amount of $1,000,000,000 of new 9.0%/12.0% Cash/PIK
Toggle Senior Secured Second Lien Notes due 2028 issued by the
Company. The Exchange Offers expired at 5:00 p.m., New York City
time, on June 1, 2023. The Exchange Offers were made pursuant to
the terms and subject to the conditions set forth in the Exchange
Offer Memorandum, dated March 22, 2023 (as amended by the press
releases dated April 19, 2023, May 3, 2023 and May 17, 2023).
The Exchange Offers were conditioned upon, among other things, the
valid tender of a minimum of $500,000,000 aggregate principal
amount of Existing Notes.
Since the Minimum Participation Condition was not satisfied as of
the Expiration Time, the Company will not accept any Existing Notes
tendered for exchange, and all Existing Notes tendered pursuant to
the Exchange Offers will be promptly returned to their holders. No
consideration will be paid or become payable to holders of the
Existing Notes, who validly tendered their Existing Notes in the
Exchange Offers.
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars.
Carvana Co. reported a net loss of $2.89 billion for the year ended
Dec. 31, 2022, compared to a net loss of $287 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.70
billion in total assets, $9.75 billion in total liabilities, and a
total stockholders' deficit of $1.05 billion.
* * *
In March 2023, S&P Global Ratings lowered its issuer credit rating
on Carvana Co. to 'CC' from 'CCC+'. S&P said, "The negative
outlook reflects our expectation that we will lower our issuer
credit rating on the company to 'D' (default) upon the completion
of the proposed exchange offer. Shortly after restructuring, we
would raise the ratings to a level that reflects the ongoing risk
of a conventional default or future distressed restructurings."
As reported by the TCR on March 31, 2023, Moody's Investors Service
downgraded Carvana Co.'s corporate family rating to Ca from Caa1
and probability of default rating to Ca-PD from Caa1-PD. Moody's
said the downgrade reflects Carvana's proposed offer to exchange
some of the company's outstanding senior unsecured debt into $1
billion of new 2nd lien secured debt at a substantial discount to
face value.
CASCADES INC: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Cascades Inc.'s (Cascades) Ba2
corporate family rating, Ba2-PD probability of default rating, Baa3
senior secured bank credit facility, Ba3 senior unsecured (foreign)
notes, and Ba3 senior unsecured (domestic) notes. The speculative
grade liquidity rating (SGL) remains unchanged at SGL-2. The
ratings outlook for Cascades Inc. and Cascades USA Inc. is stable.
"The affirmation reflects Moody's expectation that the Bear Island
production ramp up, operational efficiencies and moderating input
costs will improve Cascades' cash flow and credit metrics." said
Aziz Al Sammarai, Moody's assistant vice president.
EBITDA growth from higher volumes and moderating cost inflation
will more than offset the decline in containerboard and tissue
prices. This combined with mandatory debt repayment will help bring
the company's financial leverage toward 4x in 2023 and 3.5x in
2024. Moody's expects containerboard prices will decline 9% and 8%
in 2023 and 2024, respectively, on the back of softer demand and
new capacity additions.
Affirmations:
Issuer: Cascades Inc.
Probability of Default Rating, Affirmed Ba2-PD
Corporate Family Rating, Affirmed Ba2
Senior Secured Bank Credit Facility, Affirmed Baa3
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3
Issuer: Cascades USA Inc.
Senior Secured Bank Credit Facility, Affirmed Baa3
Outlook Actions:
Issuer: Cascades Inc.
Outlook, Remains Stable
Issuer: Cascades USA Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Cascades' Ba2 CFR rating is supported by mid-level North American
market positions in recycled paper packaging and tissue products;
focus in two businesses that have relatively stable end market
demand; good liquidity; and Moody's expectation that adjusted
financial leverage will improve to 3.6x in 2024. The rating is
constrained by the weak operating margins in its tissue business;
lack of backward integration which exposes the company to volatile
fiber costs; and vulnerability to larger and financially stronger
competitors.
Cascades has good liquidity (SGL-2), with about CAD450 million of
liquidity sources to cover about CAD55 million of mandatory debt
repayment through June 2024. Liquidity consists of CAD64 million of
cash and CAD265 million available (as of March 2023, net of CAD14
million of letters of credit) under its CAD750 million revolving
credit facility that expires July 2026, and Moody's expectation of
about CAD120 million of positive free cash flow (after dividends
and principle lease payments). Although the company's assets are
encumbered, there is potential to raise liquidity from some
non-secured assets. The company is likely to remain within its
leverage and coverage covenants.
The stable rating outlook reflects Moody's view that Cascades will
maintain good liquidity and its financial and cash flow metrics
will improve over the next 12 to 18 months.
Cascades' CAD750 million senior secured credit facility and $260
million term loan, rated Baa3, are secured by accounts receivable
and inventory of the company and its subsidiaries in North America,
and by the PP&E of several of its primary mills. The unsecured
notes, rated Ba3, rank behind the company's secured bank facilities
and are rated one notch below the CFR due to subordination to the
senior secured debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if retained cash flow to adjusted
debt is sustained at or above 20%, total adjusted debt to EBITDA is
sustained at or below 3x and consolidated EBITDA margins maintained
at 16%.
The ratings could be downgraded if retained cash flow to adjusted
debt is sustained below 10%, total adjusted debt to EBITDA are
sustained above 4.5x and consolidated EBITDA margins sustained
below 10%.
Headquartered in Kingsey Falls, Quebec, Canada, Cascades Inc. is a
mid-level North American producer of recycled paper packaging and
tissue products.
The principal methodology used in these ratings was Paper and
Forest Products published in December 2021.
CEL-SCI CORP: All Six Proposals Passed at Annual Meeting
--------------------------------------------------------
At the annual meeting of shareholders of CEL-SCI Corporation, the
shareholders:
(1) elected Geert Kersten, Peter Young, Bruno Baillavoine,
Robert Watson, and Gail Naughton as directors for the upcoming
year;
(2) approved the adoption of CEL-SCI's 2023 Non-Qualified Stock
Option Plan;
(3) approved the adoption of CEL-SCI's 2023 Stock Bonus Plan;
(4) approved, on a non-binding advisory basis, the compensation
of CEL-SCI's executive officers;
(5) approved, on a non-binding advisory basis, a triennial
frequency of the advisory vote regarding the compensation of
CEL-SCI's executive officers; and
(6) ratified the appointment of BDO USA, LLP as CEL-SCI's
independent registered public accounting firm for the fiscal year
ending Sept. 30, 2023.
About CEL-SCI
CEL-SCI Corporation is a clinical-stage biotechnology company
focused on finding the best way to activate the immune system to
fight cancer and infectious diseases. Its lead investigational
therapy Multikine (Leukocyte Interleukin, Injection) completed a
pivotal Phase 3 clinical trial for patients who are newly diagnosed
with locally advanced (stage III and IV) primary (not yet treated)
squamous cell carcinoma of the head and neck (SCCHN). Multikine
has received Orphan Drug Status from the U.S. Food and Drug
Administration (FDA) for this indication.
Cel-SCI Corporation reported a net loss of $36.70 million for the
year ended Sept. 30, 2022, compared to a net loss of $36.36 million
for the year ended Sept. 30, 2021. As of Dec. 31, 2022, the Company
had $44.56 million in total assets, $17.96 million in total
liabilities, and $26.59 million in total stockholders' equity.
Potomac, Maryland-based BDO USA, LLP, the Company's auditor since
2005, issued a "going concern" qualification in its report dated
Dec. 27, 2022, citing that the Company has suffered recurring
losses from operations and has future liquidity needs that raise
substantial doubt about its ability to continue as a going concern.
CINEWORLD GROUP: Court Extends Combined Hearing to June 28
----------------------------------------------------------
Judge Marvin Isgur has entered an order that cause exists to extend
certain deadlines set forth in the Disclosure Statement Order for
debtor Cineworld Group PLC, et al.
.
The following dates are established:
* The combined hearing date will be set from June 12, 2023, at
8:00 a.m. to June 28, 2023, at 9:00 a.m.
* The Plan Supplement filing deadline will be set from May 26,
2023 to June 6, 2023.
* The deadline to file voting report will be set from June 11,
2023, at 12:00 p.m. to June 15, 2023, at 12:00 p.m.
About Cineworld Group
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the United States.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt. Judge Marvin
Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsels; PJT Partners, LP as investment banker;
AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP
as tax services provider. Kroll Restructuring Administration, LLC
is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23,
2022. The committee tapped Weil, Gotshal & Manges, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI
Consulting, Inc., as financial advisor; and Perella Weinberg
Partners, LP as investment banker.
CIRCOR INTERNATIONAL: KKR Transaction No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service said that CIRCOR International, Inc.'s
announcement that it has entered into a definitive agreement to be
acquired by funds managed by KKR for $1.6 billion is credit
negative. However, CIRCOR's ratings, including the B3 corporate
family rating, and negative outlook are unaffected at this time.
CIRCOR's board has approved the transaction, but it is still
subject to shareholder and regulatory approvals and is expected to
close in the fourth quarter of 2023. Upon completion of the deal,
CIRCOR will become a privately held company. The transaction will
be funded with a combination of equity and debt financing, with the
details on the new capital structure yet to be finalized.
Moody's views the transaction as credit negative because it will
likely increase CIRCOR's debt materially, while reducing interest
coverage and cash flow given the higher interest rate environment
and larger debt load. Additionally, the change to private equity
ownership will lead to a different financial policy and could
result in the pursuit of more aggressive strategic and financial
targets. Financial policy and governance along with resulting
credit metrics will be key focus areas for Moody's as details on
the final capital structure emerge. To the extent that CIRCOR's
current rated debt is repaid, Moody's would withdraw the ratings at
that time.
CIRCOR International, Inc. is a leading provider of mission
critical flow control products and services for the industrial and
aerospace & defense markets. The company provides flow and motion
control precision-engineered pumps, valves, fittings, switches,
sensors and flight components for use in extreme operating
environments (e.g. high pressure, high temperature, caustic fluids,
fluids with abrasives) within the industrial and aerospace &
defense markets. Net revenue for the twelve months ended April 2,
2023, was approximately $804 million.
CSR WORLDWIDE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CSR Worldwide OK, Inc.
473617 E 610 Rd
Watts, OK 74964-6512
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
Eastern District of Oklahoma
Case No.: 23-80391
Debtor's Counsel: Ron Brown, Esq.
R. Gavin Fouts, Esq.
BROWN LAW FIRM PC
715 S. Elgin Ave
Tulsa OK 74120
Tel: (918) 585-9500
Fax: (816) 552-4874
Email: ron@ronbrownlaw.com
gavin@ronbrownlaw.com
Total Assets as of June 5, 2023: $7,099,094
Total Liabilities as of June 5, 2023: $7,130,915
The petition was signed by Troy Don Burgess as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/LZFGPKA/CSR_Worldwide_OK_Inc__okebke-23-80391__0001.0.pdf?mcid=tGE4TAMA
CSR-OK REAL ESTATE: Case Summary & One Unsecured Creditor
---------------------------------------------------------
Debtor: CSR-OK Real Estate Holding Company, LLC
473617 E 610 rD
Watts, OK 74964
Business Description: The Debtor owns real estate located at
473617 E 610 Rd Watts, Oklahoma valued at
$3.7 million.
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
Eastern District of Oklahoma
Case No.: 23-80390
Debtor's Counsel: Ron Brown, Esq.
R. Gavin Fouts, Esq.
BROWN LAW FIRM PC
715 S. Elgin Ave
Tulsa OK 74120
Tel: (918) 585-9500
Fax: (866) 552-4874
Email: ron@ronbrownlaw.com
gavin@ronbrownlaw.com
Total Assets: $9,517,036
Total Liabilities: $12,767,298
The petition was signed by Troy Don Burgess as chief executive
officer.
The Debtor listed REI Subsidiary CDE 22, LLC as its only unsecured
creditor holding a claim of $3,406,353.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LL4EE4A/CSR-OK_Real_Estate_Holding_Company__okebke-23-80390__0001.0.pdf?mcid=tGE4TAMA
CYXTERA TECHNOLOGIES: S&P Lowers ICR to 'D' on Bankruptcy Filing
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
data center operator Cyxtera Technologies Inc. (CYXT) to 'D' from
'CCC-'. S&P also lowered its issue-level rating on the company's
revolver and first-lien term loan to 'D' from 'CCC'.
(CYXT) filed voluntary cases under Chapter 11 of the U.S.
Bankruptcy Code.
Cyxtera received a commitment for $200 million in
debtor-in-possession financing from certain of the term lenders,
which is convertible into an exit facility upon the company's
emergence from the court-supervised process.
The downgrade follows Cyxtera's Chapter 11 bankruptcy filing in the
U.S. The company said it secured a $200 million
debtor-in-possession financing facility from existing lenders,
which will likely help support the company's business operations
while it undertakes a proposed financial restructuring and
reorganization of the business.
S&P will withdraw its ratings on the company after 30 days.
DAYBREAK OIL: Delays Filing of Form 10-K for FY Ended Feb. 28
-------------------------------------------------------------
Daybreak Oil and Gas, Inc. said via Form 12b-25 filed with the
Securities and Exchange Commission it was unable to file, without
unreasonable effort and expense, its Annual Report on Form 10-K for
the fiscal year ended Feb. 28, 2023 because it needs additional
time to complete its final review of its financial statements and
other disclosures in the Form 10-K.
The Company currently expects to file the Form 10-K for the fiscal
period ended Feb. 28, 2023 within the 15-day extension period
provided under Rule 12b-25 of the Securities Exchange Act of 1934,
as amended.
About Daybreak Oil and Gas
Daybreak Oil and Gas, Inc. is an independent crude oil and natural
gas company currently engaged in the exploration, development and
production of onshore crude oil and natural gas in the United
States. The Company is headquartered in Spokane Valley, Washington
with an operations office in Friendswood, Texas. Daybreak owns a
3-D seismic survey that encompasses 20,000 acres over 32 square
miles with approximately 6,500 acres under lease in the San Joaquin
Valley of California. The Company operates production from 20 oil
wells in our East Slopes project area in Kern County, California.
Daybreak Oil reported a net loss of $398,450 for the 12 months
ended Feb. 28, 2022, compared to a net loss of $512,265 for the 12
months ended Feb. 28, 2021. As of Aug. 31, 2022, the Company had
$8.56 million in total assets, $3.83 million in total liabilities,
and $4.73 million in total stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2006, issued a "going concern" qualification in its report dated
June 15, 2022, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
DIEBOLD NIXDORF: Court OKs $1.25B DIP Loan from Glas USA
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Diebold Holding Company, LLC and
affiliates to use cash collateral and obtain postpetition
financing, on an interim basis.
Diebold Nixdorf, Incorporated has obtained postpetition financing
pursuant to a superpriority, senior secured and priming
debtor-in-possession term loan credit facility in an aggregate
principal amount of $1.250 billion, consisting of:
(i) $760 million of new money term loans from the DIP
Lenders which will be used, in part, to repay the
obligations outstanding under the Prepetition ABL
Credit Agreement; and
(ii) $490 million to effectuate a refinancing of the
obligations outstanding under a Prepetition
Superpriority Credit Agreement,
each of which will be available immediately upon entry of the
Interim Order, subject to the terms and conditions set forth in the
Senior Secured Superpriority Debtor-in-Possession Term Loan Credit
Agreement, by and among the DIP Borrower, the DIP Guarantors, as
guarantors, the several financial institutions or other entities
from time to time party thereto as "Lenders," GLAS USA LLC, as
administrative agent and GLAS Americas LLC, as collateral agent.
The DIP Loan is scheduled to mature on September 30, 2023.
Prepetition, the Debtors are parties to several loan documents:
$218,929,000 in Prepetition ABL Loans
Pursuant to the Asset-Based Revolving Credit and Guaranty
Agreement dated as of December 29, 2022, by and among
(1) the Company, as borrower, each of the debtor and
non-debtor guarantors from time to time party thereto,
(3) the Lenders om time to time party thereto, (4) the
Issuing Banks from time to time party thereto and
(5) JPMorgan Chase Bank, N.A., as administrative agent
and J.P. Morgan Chase Bank, N.A. as collateral agent and
GLAS Americas LLC, as European collateral agent, the
Prepetition ABL Secured Parties have extended loans and
other financial accommodations, for the benefit of the
Prepetition ABL Loan Parties. As of the Petition Date,
not less than $218.929 million is outstanding under the
Prepetition ABL Loans.
$400,631,000 in Prepetition Superpriority Term Loans
Pursuant to the Credit Agreement, dated as of December 29,
2022, by and among (1) non-debtor Diebold Nixdorf Holding
Germany GmbH, as borrower, (2) each of the debtor and
nondebtor guarantors from time to time party thereto,
(3) the Lenders from time to time party thereto,
(4) GLAS USA LLC, as administrative agent and (5) GLAS
Americas LLC, as collateral agent, the Prepetition
Superpriority Secured Parties have extended the
Prepetition Superpriority Term Loans, for the benefit of
the Prepetition Superpriority Loan Parties. As of the
Petition Date, not less than $400.631 million is
outstanding under the Prepetition Superpriority Term
Loans.
$631,100,000 in Prepetition 2025 First Lien Term Loans
Pursuant to the Credit Agreement, dated as of December 29,
2022, and other Loan Documents, by and among (1) the
Company, as borrower (2) each of the debtor and non-debtor
guarantors from time to time party thereto, (3) the Lenders
from time to time party thereto, (4) JPMorgan Chase Bank,
N.A., as administrative agent and (d) GLAS Americas LLC,
as collateral agent, the Prepetition 2025 First Lien Term
Loan Lenders provided the Dollar Term Loans and/or the
Euro Term Loans to the Prepetition 2025 First Lien Loan
Parties. As of the Petition Date, not less than $631.1
million is outstanding under the Prepetition 2025 First
Lien Term Loans.
$18,000,000 in Prepetition 2023 Term Loans
Pursuant to the Credit Agreement, dated as of November
23, 2015, by and among (1) the Company, as borrower,
(2) each of the guarantors from time to time party
thereto, (3) the Lenders from time to time party
thereto and GLAS Americas LLC, as successor collateral
agent, the Prepetition 2023 Term Loan Secured Parties
have extended the Prepetition 2023 Term Loans, for the
benefit of the Prepetition 2023 Loan Parties. As of
the Petition Date, not less than $18 million is
outstanding under the Prepetition 2023 Term Loans.
$718,137,000 in Prepetition First Lien U.S. Notes
Pursuant to the amended and restated senior secured notes
indenture for the U.S. dollar-denominated 9.375% senior
secured first lien notes due 2025, dated as of December 29,
2022, by and among (1) the Company, as issuer, (2) each of
the debtor and non-debtor guarantors from time to time
party thereto, (3) U.S. Bank Trust Company, National
Association, as trustee, and (4) GLAS Americas LLC, as
notes collateral agent, the Prepetition First Lien U.S.
Notes Issuer issued the Prepetition First Lien U.S. Notes
and the Prepetition First Lien U.S. Note Guarantors
guaranteed, on a joint and several basis, the obligations
of the Prepetition First Lien U.S. Notes Issuer under the
Prepetition First Lien U.S. Notes Indenture and the other
Prepetition First Lien U.S. Notes Documents. As of the
Petition Date, not less than $718.137 million is
outstanding under the Prepetition First Lien U.S. Notes.
$384,800,000 in Prepetition First Lien Euro Notes
Pursuant to the amended and restated senior secured notes
indenture for the Euro-denominated 9% senior secured first
lien notes due 2025, dated as of December 29, 2022, by and
among (1) Diebold Nixdorf Dutch Holding B.V., as issuer,
(2) the Company and each of the other debtor and non-debtor
guarantors from time to time party thereto, (3) U.S. Bank
Trust Company, National Association, as trustee, for the
benefit of the holders of the Prepetition First Lien Euro
Notes and (4) GLAS Americas LLC, as notes collateral agent,
the Prepetition First Lien Euro Notes Issuer issued the
Prepetition First Lien Euro Notes and the Prepetition First
Lien Euro Note Guarantors guaranteed, on a joint and
several basis, the obligations of the Prepetition First
Lien Euro Notes Issuer under the Prepetition First Lien
Euro Notes Indenture and the other Prepetition First Lien
Euro Notes Documents. Not less than $384.8 million is
outstanding under the Prepetition First Lien Euro Notes.
$333,700,000 in Prepetition Second Lien Notes
Pursuant to the indenture for the 8.50%/12.50% senior
secured second lien PIK toggle notes due 2026, dated as of
December 29, 2022, by and among (1) the Company, as issuer,
(b) each of the debtor and non-debtor guarantors from time
to time party thereto, (3) U.S. Bank Trust Company,
National Association, a national banking association, as
trustee for the benefit of the holders of Prepetition
Second Lien Notes, and (d) GLAS Americas LLC, as notes
collateral agent, the Prepetition Second Lien Notes Issuer
issued the Prepetition Second Lien Notes and the
Prepetition Second Lien Notes Guarantors guaranteed on a
joint and several basis the obligations of the Prepetition
Second Lien Notes Issuer under the Prepetition Second Lien
Notes Indenture and the other Prepetition Second Lien
Notes Documents. Not less than $333.7 million is
outstanding under the Prepetition Second Lien Notes.
The Debtors have an immediate and critical need to obtain the DIP
Financing and use the Prepetition Collateral to, among other
things, (a) permit the orderly continuation of the operation of
their business, (b) maintain business relationships with vendors,
suppliers and customers, (c) make payroll, (d) make capital
expenditures, (e) satisfy other working capital and operational
needs and (f) fund expenses of the Chapter 11 Cases.
The Prepetition Secured Parties will receive adequate protection to
protect against any diminution in value of their respective
interests in the Prepetition Collateral.
The Prepetition First Lien Secured Parties and the Prepetition
Second Lien Notes Secured Parties are granted a valid, perfected
replacement security interest in and lien upon all of the DIP
Collateral and an allowed superpriority administrative expense
claim as provided for in 11 U.S.C. section 507(b) in the amount of
the First Lien Adequate Protection Claims.
The DIP Loan Parties will continue to maintain and insure the
Prepetition Collateral and DIP Collateral in amounts and for the
risks, and by the entities, as required under the Prepetition Debt
Documents and the DIP Documents.
A final hearing on the matter is set for July 12, 2023 at 2:30
p.m.
A copy of the Interim DIP Order is available at
https://urlcurt.com/u?l=F4pwjg from PacerMonitor.com.
About Diebold Nixdorf
Diebold Nixdorf, Incorporated 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,
its integrated solutions connect digital and physical channels
conveniently, securely and efficiently for millions of consumers
each day.
Diebold Nixdorf Inc. and several affiliated entities sought
protection under Chapter 11 of the U.S. Bankruptcy Code on June 1,
2023. The cases are jointly administered under the case of Diebold
Holding Company, Inc., Bankr. S.D. Tex. Lead Case No. 23-90602. In
the petition signed by Jonathan B. Leiken, president, Diebold
disclosed $3.09 billion in assets and $2.57 billion in
liabilities.
Diebold Nixdorf Dutch Holding B.V. commenced voluntary
reorganization proceedings pursuant to the Wet Homologatie
Onderhands Akkoord under Netherlands law in the District Court of
Amsterdam. Diebold Netherlands sought recognition of the Dutch
Proceeding under Chapter 15 of the Bankruptcy Code.
Judge David R. Jones oversees the Chapter 11 cases.
The Chapter 11 Debtors tapped Jones Day and Jackson Walker LLP as
legal counsel, Ducera Partners LLC as financial advisor, FTI
Consulting, Inc., as investment banker, Kroll Restructuring
Administration, LLC as claims and noticing agent.
Carlin Adrianopoli is appointed as Foreign Representative for the
purposes of any case commenced under Chapter 15.
DIEBOLD NIXDORF: Moody's Lowers CFR to Ca on Bankruptcy Filing
--------------------------------------------------------------
Moody's Investors Service downgraded Diebold Nixdorf, Inc.'s
("Diebold") probability of default rating to D-PD from Caa2-PD
following the company's filing of a petition for relief under
Chapter 11 of the US Bankruptcy Code on June 1, 2023. Diebold's
corporate family rating was downgraded to Ca from Caa2. Diebold's
speculative grade liquidity rating (SGL) remains SGL-4. The outlook
changed to stable from negative.
Subsequent to the actions, Moody's will withdraw the ratings due to
Diebold's bankruptcy filing.
Downgrades:
Issuer: Diebold Nixdorf, Inc.
Corporate Family Rating, Downgraded to Ca from Caa2
Probability of Default Rating, Downgraded to D-PD from Caa2-PD
Senior Secured First Lien Bank Credit Facility, Downgraded to Ca
from Caa3
Senior Secured First Lien Bank Credit Facility, Downgraded to Ca
from Caa2
Senior Secured Second Lien Regular Bond/Debenture, Downgraded to C
from Ca
Senior Secured Regular Bond/Debenture, Downgraded to Ca from Caa2
Senior Unsecured Regular Bond/Debenture, Downgraded to C from Ca
Issuer: Diebold Nixdorf Dutch Holding B.V.
Backed Senior Secured Regular Bond/Debenture, Downgraded to Ca
from Caa2
Affirmations:
Issuer: Diebold Nixdorf Holding Germany GmbH
Backed Senior Secured First Lien Bank Credit Facility, Affirmed
B3
Outlook Actions:
Issuer: Diebold Nixdorf, Inc.
Outlook, Changed to Stable from Negative
Issuer: Diebold Nixdorf Dutch Holding B.V.
Outlook, Changed to Stable from Negative
Issuer: Diebold Nixdorf Holding Germany GmbH
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
The downgrade of the PDR and CFR reflects Diebold's bankruptcy
filing on June 1, 2023. The ratings of the rated debt instruments
reflect the expected recovery under the prepacked plan of
reorganization. The plan includes a $1.25 billion
debtor-in-possession (DIP) term loan facility which will be used to
repay in full the outstanding borrowing amounts under the company's
asset-based-lending facility (ABL), with about $240 million
outstanding inclusive of the $55 FILO tranche, and the company's
$400 million super-priority term loan due 2025, issued by Diebold
Nixdorf Holding Germany GmbH. The DIP facility will be provided by
certain existing first lien lenders and will roll into an exit
facility upon emergence from Chapter 11.
The first lien lenders, which include USD and EURO term loans as
well as senior secured notes, will receive a pro rata share of 98%
of the reorganized company's new common equity interests. The
second lien lenders will receive a pro rata share of 2% of the new
common equity interests, while the holders of the 2024 senior notes
(with about $72 million outstanding) will receive an amount in cash
representing the same recovery rate as the second lien notes. The
equity will be subject to some dilution based on new issuance of
stock for a new management incentive plan and to compensate lenders
who will participate in the DIP facility.
Governance is a key driver of the rating action, reflecting
heightened risks related to the company's financial strategy and
risk management and the inability to meet its debt obligations as
originally planned. Hence, the CIS-5 reflects the risks arising
from these governance factors.
Headquartered in Hudson, OH, Diebold Nixdorf, Inc. is a leading
global provider of ATM and POS equipment, services and software to
financial institutions and enterprise retailers. Banking revenue
represented approximately 70% of 2022 revenue, with the remainder
representing sales to retail customers. Diebold acquired Wincor
Nixdorf AG in 2016. Revenues in 2022 were approximately $3.5
billion.
The principal methodology used in these ratings was Diversified
Technology published in February 2022.
DMCC 450 CHARLES: Aaron Cohen Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., as
Subchapter V trustee for DMCC 450 Charles Court, LLC.
Mr. Cohen will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Phone: (904) 389-7277
Email: aaron@arcohenlaw.com
About DMCC 450 Charles
DMCC 450 Charles Court, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-01977) on May 23, 2023, with $1 million to $10 million in both
assets and liabilities. DMCC President Pradeep Matharoo signed the
petition.
Judge Grace E. Robson oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP is the
Debtor's legal counsel.
DMCC 7347 RIDGE: Aaron Cohen Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for DMCC 7347 Ridge Road, LLC.
Mr. Cohen will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen
P.O. Box 4218
Jacksonville, FL 32201
Telephone Number: (904) 389-7277
Email: aaron@arcohenlaw.com
About DMCC 7347 Ridge
DMCC 7347 Ridge Road, LLC, a company in Altamonte Springs, Fla.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 23-01979) on May 23, 2023, with $1
million to $10 million in both assets and liabilities. Pradeep
Matharoo, president, signed the petition.
Judge Grace E. Robson oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP is the
Debtor's legal counsel.
DMCC MANAGEMENT: Aaron Cohen Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a
practicing attorney in Jacksonville, Fla., as Subchapter V trustee
for DMCC Management 1, LLC.
Mr. Cohen will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cohen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Aaron R. Cohen, Esq.
P.O. Box 4218
Jacksonville, FL 32201
Telephone Number: (904) 389-7277
Email: aaron@arcohenlaw.com
About DMCC Management
DMCC Management 1, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-01980) on May 23, 2023, with as much as $50,000 in assets and $1
million to $10 million in liabilities. Pradeep Matharoo, president,
signed the petition.
Judge Grace E. Robson oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine, LLP is the
Debtor's legal counsel.
DTK PROPERTIES: Case Summary & Six Unsecured Creditors
------------------------------------------------------
Debtor: DTK Properties, LLC
617 Bellevue Avenue
Dublin, GA 31021
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
Southern District of Georgia
Case No.: 23-30080
Judge: Hon. Susan D. Barrett
Debtor's Counsel: Christopher W. Terry, Esq.
BOYER TERRY LLC
348 Cotton Avenue, Suite 200
Macon, GA 31201
Tel: (478) 742-6481
Fax: (770) 200-9230
Email: Chris@boyerterry.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Daniel M. King Jr. as sole member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/55RXCQQ/DTK_Properties_LLC__gasbke-23-30080__0001.0.pdf?mcid=tGE4TAMA
EASTERN ILLINOIS UNIVERSITY: Moody's Affirms 'Ba1' Issuer Rating
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating of Eastern
Illinois University's issuer and Auxiliary Facilities System (AFS)
Revenue Bonds and the Ba2 rating on its Certificates of
Participation Securities (COPs). At the same time the outlook has
been revised to positive from stable. Total outstanding direct debt
at the university in fiscal 2022 was $67.9 million.
RATINGS RATIONALE
Revision of the outlook to positive reflects Moody's expectations
for sustained strong operating support and on behalf payments from
the State of Illinois (A3 stable), which has recently improved
after years of significant state credit challenges, coupled with
generally stabilizing enrollment and balanced operations in fiscal
2023 and beyond. A proposed budgeted increase in state
appropriations and monetary assistance program (MAP) funding offers
prospects for greater budget predictability and improved operating
performance in fiscal 2024. After having averaged relatively thin
8% to 9% operating cash margins between fiscal years 2019 to 2021,
the university's EBIDA margin increased to 14.1% in fiscal 2022 on
operating revenue of $190.6 million. Net tuition revenue grew in
fiscal years 2021 and 2022 following years of significant
enrollment declines. Despite a very difficult and highly
competitive Midwest student market, EIU's brand and strategic
position has strengthened modestly as the university has expanded
strategic partnerships throughout the state and adjusted its
academic offerings to increase potential enrollment growth. The
university's leverage is manageable and debt is all fixed rate and
regularly amortizing. Other credit factors considered include sound
debt service coverage, modest liquidity and an elevated age of
plant.
The Ba1 rating on the AFS Revenue Bonds incorporates the stability
of system reserves, the relatively broad nature of the pledge, as
well as the broader general credit characteristics incorporated
into the Ba1 issuer rating.
The Ba2 certificates of participation are rated one notch below the
issuer level rating due to the available funds pledge of the
obligations.
RATING OUTLOOK
The positive outlook reflects Moody's expectations for sustained
strong operating support and on behalf payments from the State of
Illinois (A3 stable). It also incorporates expectations of
generally stable enrollment and at least breakeven operations with
no material weakening of the university's leverage profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Continued improvements in the state's fiscal
condition over multiple years, resulting in further
strengthening of EIU's operating environment
-- Improvement in market position, reflected in growing
enrollment leading to increased net tuition revenue
and decreased reliance on state funding for
operations
-- Sustained strengthening of university-wide operating
performance
-- Further gains in total cash and investments
mitigating the university's exposure to state credit
challenges
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Weakening of the State of Illinois' fiscal condition
resulting in uncertainty surrounding direct operating
support and on-behalf payments
-- Material weakening of liquidity or inability to
maintain sound debt service coverage
-- Sustained declines in enrollment and student related
revenue
LEGAL SECURITY
The AFS bonds are secured by the net revenue of the Auxiliary
Facilities System, as well as pledged student fees and tuition
revenue, subject to the prior payment of operating and maintenance
expenses of the Auxiliary Facilities System, but only to the extent
necessary. There is a rate covenant to provide 2x coverage of
maximum annual debt service from pledged revenue, as well as an
additional bonds test. There is no debt service reserve fund. The
AFS system is "closed" so surplus funds stay in the system. In
fiscal 2022, MADS coverage from total funds available for debt
service was a strengthening 51x.
The COPs are unsecured but payable from legally available
non-appropriated funds of the university, including tuition and
fees. The obligations may be terminated under certain circumstances
in the event that the university does not receive sufficient state
appropriations and does not have other legally available funds.
PROFILE
Eastern Illinois University, founded in 1895, is a regional public
university located in Charleston, approximately 50 miles south of
Champaign. EIU offers baccalaureate and master's degrees in
education, business, arts, sciences, and humanities. It reported
FTE enrollment of nearly 6,000 students for fall 2022.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
EMD SERVICES: Ken Novak Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 11 appointed Ken Novak as Subchapter V
trustee for EMD Services, Inc.
Mr. Novak is a certified public accountant and president of Ken
Novak & Associates, Inc.
Mr. Novak will be paid an hourly fee of $329 for his services as
Subchapter V trustee while his professional assistant will be paid
an hourly fee of $169. In addition, Mr. Novak will receive
reimbursement for work-related expenses incurred.
In court papers, Mr. Novak declared that he is a disinterested
person according to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ken Novak, CPA
Ken Novak & Associates, Inc.
3356 Lake Knoll Drive
Northbrook, IL 60062
Tel. (847) 291-7718
Fax: (847) 291-7719
Email: knovak@kennovakinc.com
About EMD Services
EMD Services, Inc. filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06798) on May
23, 2023, with as much as $50,000 in both assets and liabilities.
Saulius Modestas, Esq., at Modestas Law Offices, P.C. is the
Debtor's legal counsel.
FIELDWOOD ENERGY: Star Measurement’s Move to Dismiss Denied
-------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas denied the motion to dismiss filed by Star
Measurement Sales and Service, Inc. in the adversary case captioned
as IN RE: FIELDWOOD ENERGY LLC, et al., CHAPTER 11, Debtors.
FIELDWOOD ENERGY III LLC, Plaintiff, v. STAR MEASUREMENT SALES AND
SERVICE, INC., Defendant, Case No. 20-33948, Adversary No. 22-3251,
(Bankr. S.D. Tex.).
Star Measurement spends much of its motion to dismiss (i) alleging
facts not referenced in the complaint and (ii) arguing legal
theories based upon those new facts. Star Measurement's sole
argument potentially appropriate for consideration on a motion to
dismiss is that "the complaint fails to plead facts sufficient to
meet plaintiff's burden to plead that the payment was made for
delivery of equipment, which at the time of delivery -- Jan. 2,
2020 -- was subject to a fully secured vendor's lien and
privilege." Judge Isgur finds this reasoning employs “facts
outside the complaint, which does not mention when any equipment
was delivered or what happened to the equipment once it was
delivered. Whether payment should have been made for delivery of
the equipment and whether Star Measurement has a vendor's lien are
similarly outside the complaint.” At most, the complaint alleges
that Fieldwood was obligated to pay for the "goods and/or services
identified in this Complaint and in the Agreements." The complaint
does not state whether Fieldwood agreed to pay for delivery. Hence,
the Court finds it improper to consider these arguments on a motion
to dismiss.
The motion to dismiss does not otherwise explain how Fieldwood's
claims fail as a matter of law despite its introduction of new
facts. The Court agrees with Fieldwood's contention that "even were
these alleged facts somehow appropriate to consider on a motion to
dismiss, they do little to answer the question as to why
Fieldwood's complaint fails to state a claim for which relief can
be granted."
Fieldwood Energy LLC and its affiliates filed for chapter 11
bankruptcy in August 2020. The Court confirmed Fieldwood's chapter
11 Plan on June 25, 2021. Subsequently, Fieldwood Energy III LLC
began this adversary proceeding to avoid and recover $25,137 that
Fieldwood Energy LLC transferred to Star Measurement on May 29,
2020.
Fieldwood alleges that this $25,137 payment was a preferential
transfer under the Bankruptcy Code. Star Measurement is "a vendor
or creditor that provided gas and liquid measurement equipment to
or for the Debtors." Fieldwood alleges that "the Defendant and one
or more of the Debtors entered into agreements, which are evidenced
by invoices, communications and other documents. The Agreements
concerned and related to the goods and/or services provided by the
Defendant to one or more of the Debtors. . . within 90 days of the
petition date and on account of antecedent debt."
A full-text copy of the Memorandum Opinion dated May 16, 2023, is
available https://tinyurl.com/mryxctxv from Leagle.com.
About Fieldwood Energy
Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region. It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over two million
gross acres with 1,000 wells and 750 employees.
Fieldwood Energy and its 13 affiliates previously sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage $3.286 billion
of funded by $1.626 billion.
On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed
voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No.
20-33948). Mike Dane, senior vice president and chief financial
officer, signed the petitions.
At the time of the filing, the Debtors disclosed $1 billion to $10
billion in both assets and liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Houlihan Lokey Capital, Inc. as investment banker, and
AlixPartners, LLP as financial advisor. Prime Clerk LLC is the
claims, noticing, and solicitation agent.
The first-lien group employed O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL lenders employed Willkie Farr & Gallagher LLP as their
legal counsel and RPA Advisors, LLC as their financial advisor.
Meanwhile, the cross-holder group tapped Davis Polk & Wardwell LLP
and PJT Partners LP as its legal counsel and financial advisor,
respectively.
On Aug. 18, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. Stroock & Stroock & Lavan, LLP
and Conway MacKenzie, LLC, serve as the committee's legal counsel
and financial advisor, respectively.
FIVE RIVERS: Case Summary & Four Unsecured Creditors
----------------------------------------------------
Debtor: Five Rivers Land Company LLC
2901 W. Coast Highway, Suite 200
Newport Beach, CA 92663-4045
Business Description: The Debtor is engaged in fruit and tree nut
farming.
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-11167
Judge: Hon. Theodor Albert
Debtor's Counsel: Garrick A. Hollander, Esq.
WINTHROP GOLUBOW HOLLANDER, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Tel: 949-720-4100
Fax: 949-720-4111
Email: ghollander@wghlawyers.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Victoria Nino, Manager, Coast to Coast
Packing Group, LLC, the Manager of Five Rivers Land Company.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/GQ7JYNQ/Five_Rivers_Land_Company_LLC__cacbke-23-11167__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Four Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Madera County Gov Center Taxes $144,011
Attn: Corp Officer
200 4th Street
Madera, CA 93637
Albert Altro
Email: albertaltro@traversellc.com
2. Aanonson Sprinkler Company Trade Debt $0
Attn: Corp Officer
PO Box 148
Chowchilla, CA 93610
Albert Altro
Email: albertaltro@traversellc.com
3. California Nut Trade Debt $0
Growers, LLC
Attn: Corp Officer
17725 Rd 24
Madera, CA 93638
Albert Altro
Email: albertaltro@traversellc.com
4. Golden Valley Ag, LLC Trade Debt $0
Attn: Corp Officer
17725 Rd 24
Madera, CA 93638
Albert Altro
Email: albertaltro@traversellc.com
FOOT LOCKER: Moody's Affirms Ba1 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service changed Foot Locker, Inc.'s outlook to
negative from stable. At the same time, Moody's affirmed the
company's Ba1 corporate family rating, Ba1-PD probability of
default rating and Ba2 senior unsecured notes rating. The
speculative grade liquidity rating was downgraded to SGL-2 from
SGL-1.
The change in outlook to negative from stable reflects the risk
that Foot Locker's operating performance may remain pressured for
an extended period, leading to weak profit margins and cash flow
generation. In Q1 2023, comparable sales declined approximately 9%
and Moody's-adjusted EBITDA (excluding standard adjustments) was
down 39%, driven by reduced allocation of premium NIKE, Inc.
product and significant discounting. Weaker consumer discretionary
spending among Foot Locker's demographic and excess supply of
athletic footwear in the market are expected to drive continued
promotional activity in 2023, leading to further sales and margin
deterioration. Moody's projects EBITDA to decline roughly 60% in
2023, before recovering in 2024 as promotions moderate and the
company's cost savings and strategic initiatives produce more
significant benefits.
The affirmation of the CFR, PDR and unsecured notes rating reflects
the potential for material recovery in earnings as the promotional
environment normalizes and the company executes the strategic plan
outlined in its 2023 Investor Day.
The downgrade of the speculative grade liquidity rating to SGL-2
from SGL-1 reflects that, while Foot Locker's liquidity has been
reduced by the expectation for negative free cash flow in 2023,
liquidity remains good. Foot Locker's liquidity is supported by its
balance sheet cash and undrawn $600 million revolving credit
facility.
Moody's took the following rating actions for Foot Locker, Inc.:
- Corporate Family Rating, Affirmed Ba1
- Probability of Default Rating, Affirmed Ba1-PD
- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2
- Speculative Grade Liquidity Rating, Downgraded to SGL-2
from SGL-1
- Outlook, Changed to Negative from Stable
RATINGS RATIONALE
Foot Locker's Ba1 CFR benefits from the well-recognized Foot Locker
brand, which has meaningful scale and a differentiated market
position in the premium athletic footwear market. The rating also
incorporates governance considerations, including the company's
financial strategy, which balances the maintenance of low leverage
with shareholder returns. Foot Locker has a track record of
maintaining a low level of funded debt relative to earnings and
balance sheet cash, and has a good liquidity profile over the next
12-18 months. Moody's expects credit metrics to remain solid
despite the expected 2023 earnings decline, with Moody's-adjusted
debt/EBITDA increasing to 2.8x from 2.3x, and EBIT/interest expense
declining to 2.7x from 4.3x as of the twelve months ended April 29,
2023.
The rating is constrained by Foot Locker's operations in the
intensely competitive, fragmented and fashion-sensitive footwear
sector, as well as Foot Locker's exposure to declining mall traffic
and vendor concentration, which elevates the impact of adverse
changes in vendor relationships. The credit profile is also limited
by the execution risk associated with transitioning the assortment
mix to a greater allocation of non-NIKE sneakers and repositioning
Champs Sports. In Moody's view, Foot Locker's differentiated value
proposition, particularly with the key "sneakerhead" demographic,
is predicated on its ability to continue offering high demand
product despite the reduction in NIKE product allocation, and to
become a more effective omnichannel retailer.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade is unlikely over the near term given the negative
outlook. An upgrade would require reduced vendor concentration,
improved product diversification, clearly articulated financial
policies that would be consistent with an investment-grade rating,
and a commitment to maintaining an investment-grade capital
structure. In addition, an upgrade would require the company to
maintain consistent operating performance, including profit margins
in line with or above retail peers, as well as Moody's-adjusted
debt/EBITDA below 3 times.
The ratings could be downgraded if the company's transformation
plan does not gain significant traction, or if there is no clear
path to earnings recovery and operating margin expansion towards at
least 2022 levels and solid positive free cash flow outside of
working capital fluctuations. Weaker liquidity or more aggressive
financial strategies, including debt-financed share repurchases or
acquisitions could also result in a downgrade. An adverse change in
the company's operating environment could also pressure the
ratings, including a deterioration in operating margins or its
relationship with its key vendors, or through a significant and
lasting shift in consumer preference away from premium athletic
shoes, which represent an important and high-margin part of the
business. Quantitatively, the ratings could be downgraded if
Moody's-adjusted debt/EBITDA is sustained above 3.5 times or
EBIT/interest expense falls below 3.5 times.
Headquartered in New York, NY, Foot Locker, Inc. is a specialty
retailer that sells primarily athletic footwear, apparel, and
accessories through over 2,500 stores globally, as well as its
websites and mobile apps. Banners include Foot Locker, Kids Foot
Locker, Champs Sports, WSS and atmos. Revenue for the twelve months
ended April 29, 2023 was around $8.5 billion.
The principal methodology used in these ratings was Retail
published in November 2021.
GATOR COURIER: Craig Geno Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 8 appointed Craig Geno, Esq., as
Subchapter V trustee for Gator Courier, Inc.
Mr. Geno will be paid an hourly fee of $250 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Geno declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Craig M. Geno, Esq.
587 Highland Colony Parkway
Ridgeland, MS 39157
Phone: (601) 427-0048
Email: cmgeno@cmgenolaw.com
About Gator Courier
Gator Courier, Inc. is a courier service provider in Rossville,
Tenn.
Gator Courier filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-22453) on May
22, 2023, with $1,094,000 in assets and $1,816,507 in liabilities.
Mark Allen, manager, signed the petition.
Judge Jennie D. Latta oversees the case.
The Debtor is represented by the Law Office of Toni Campbell
Parker.
GENESIS CARE: Court OKs $800MM DIP Loan from Kroll Trustee
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Genesis Care Pty. Ltd. and affiliates
to use cash collateral and obtain postpetition financing, on an
interim basis.
Genesis Specialist Care Finance UK Limited and Genesis Care USA
Holdings, Inc. is permitted to obtain a priming, senior secured,
superpriority debtor-in-possession term loan facility in the
aggregate principal amount of $800 million under a Senior Secured
Superpriority Debtor-In-Possession Credit Agreement by and among
the Borrowers, the Guarantors, and the DIP Secured Parties,
comprised of:
a. a "new money" multiple draw term loan facility in an
aggregate principal amount (exclusive of capitalized DIP Fees and
interest) of $200 million, of which (A) an initial draw amount of
$90 million will be made available to be drawn in a single drawing
upon entry of the Interim Order and satisfaction of the other
applicable conditions to any Initial Term Loans set forth in the
DIP Credit Agreement, and (B) an additional amount of $110 million
will be made available to be drawn in a single drawing upon entry
of the Final Order and satisfaction of the other applicable
conditions to any Delayed Draw Term Loans set forth in the DIP
Credit Agreement; plus
b. "roll-up" term loans in an aggregate principal amount
(exclusive of capitalized interest) of up to $600 million,
consisting of (A) upon entry of the Interim Order and funding of
the Initial Draw, up to $270 million which will be drawn down and
immediately applied in repayment of an equivalent principal amount
of Prepetition SFA Loans held by certain Prepetition Lenders,
representing a 3:1 ratio of Prepetition SFA Loans to New Money DIP
Term Loans as of the date of such draw down, subject to the
limitations contained in the Interim Order, and (B) upon entry of
the Final Order and funding of the Subsequent Draw, consistent with
the Roll-Up Ratio, up to $330 million which will be drawn down and
immediately applied in repayment of an equivalent principal amount
of Prepetition SFA Loans held by the Prepetition Lenders or their
affiliates or related funds, in each case on a cashless basis.
The DIP Loans will be funded by certain Prepetition SFA Lenders or
their affiliates or related funds, in their capacities as
postpetition financing lenders pursuant to the terms and conditions
set forth in (i) the DIP Credit Agreement, (ii) the DIP Term Sheet,
(iii) the Senior Secured Superpriority Debtor-in-Possession Credit
Facility Commitment Letter executed by the Prepetition SFA Secured
Parties, and the Borrowers, and (iv) all agreements, documents, and
instruments delivered or executed in connection with the DIP Credit
Agreement, in each case, satisfactory in form and substance to the
Debtors, Kroll Agency Services Limited, as administrative agent and
escrow agent, and Kroll Trustee Services Limited, as collateral
agent, and the DIP Lenders holding at least 50.1% of the
outstanding commitments and/or exposure under the DIP Term.
The Debtors are immediately authorized to borrow up to an aggregate
principal amount of $90 million of New Money DIP Term Loans
pursuant to the Initial Draw, to repay Prepetition SFA Obligations
using amounts borrowed by way of Roll Up Loans in an aggregate
principal amount of $270 million pursuant to the Roll-Up Ratio on a
cashless basis (effective upon the Initial Draw) pursuant to the
terms and provisions of the DIP Credit Agreement, the other DIP
Term Loan Documents, and the Interim Order, and to incur and pay
the principal, interest, premium, fees (including the DIP Fees),
indemnities, expenses and other amounts provided for in the DIP
Credit Agreement, the other DIP Term Loan Documents and the Interim
Order.
Pursuant to the Senior Facilities Agreement, dated October 23,
2018, among Genesis Care Finance Pty Ltd, a company incorporated
under the laws of Victoria, Australia, as borrowers, the guarantors
from time to time party thereto, the lenders from time to time
party thereto, Kroll Agency Services Limited (formerly known as to
Lucid Agency Services Limited), as Facility Agent, and Kroll
Trustee Services Limited, as Security Agent, the Prepetition
Lenders provided secured term loans and secured revolving loans to
certain of the Debtors.
The Company is party to hedging agreements with various
counterparties pursuant to which the Company has entered into
cross-currency interest rate swaps. The purpose of the Hedges is to
hedge foreign exchange and interest rate risk arising in connection
with the Term Loan B Facilities by exchanging EUR funds borrowed
under the Term Loan B Facilities and effectively converting the
interest payment obligations thereunder into AUD, USD, GBP to match
the currency requirements in each of the regions in which the
Company operates based on the Company's EBITDA mix by region.
As of the Petition Date, the Company has Hedges outstanding that
effectively convert a total of EUR 187.0 million into AUD 299.9
million, a total of EUR 75.0 million into GBP 64.7 million, and a
total of EUR 408 million into USD 457.1 million. As a result of the
Company’s strained liquidity situation and to preserve critical
cash in the lead-up to a chapter 11 filing, the Company did not
make certain payments that were due under Hedges with Bank of
America, Morgan Stanley, and Bank of China on May 25, 2023.
As of the Petition Date, the Debtors are a party to Hedging
Agreements with Bank of America, Morgan Stanley and Bank of China.
All Hedges with HSBC were terminated prior to the Petition Date.
The approximate mark-to-market value to the Company of all Hedges
as of April 30, 2023 (including those with HSBC that have been
terminated) was approximately negative USD 10.9 million.
As of the Petition Date, certain of the Debtors were indebted to
the Prepetition SFA Secured Parties under the Prepetition SFA and
the Finance Documents in the aggregate amount of not less than
$1.618 million of principal and accrued interest as of the Petition
Date, and all other obligations (including Hedging Obligations) of
whatever nature owing.
As adequate protection, the Prepetition Secured Parties are granted
valid, binding, enforceable, non-avoidable, effective, and
automatically perfected additional and replacement liens on, and
security interest in, the DIP Collateral.
As further adequate protection, the Prepetition Secured Parties are
granted an allowed Administrative Expense Claim in the Chapter 11
Cases of each of the Debtors to the extent of any postpetition
Diminution in Value.
A final hearing on the matter is set for June 27, 2023 at 10:30
a.m.
A copy of the interim order is available at
https://urlcurt.com/u?l=OARImv from PacerMonitor.com.
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June
1, 2023. In the petition signed by Richard Briggs, as authorized
signatory, the Debtor disclosed up to $10 billion in both assets
and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis
International LLP as general bankruptcy counsel, Jackson Walker LLP
as co-bankruptcy counsel, PJT Partners LP as investment banker,
Alvarez and Marsal North America, LLC as restructuring advisor,
Kroll Restructuring Administration LLC as notice and claims agent,
Herbert Smith Freehills LLP as foreign legal counsel, and Teneo as
communications advisor.
GFL ENVIRONMENTAL: S&P Alters Outlook to Positive, Affirms 'B+' ICR
-------------------------------------------------------------------
S&P Global Ratings revised the outlook on GFL Environmental Inc. to
positive from stable and affirmed its 'B+' issuer credit rating on
the company.
S&P's positive outlook reflects the increased likelihood of an
upgrade within the next 12 months if credit measures trend about in
line with our expectations.
Recent divestitures accelerate GFL's deleveraging and increase the
likelihood of an upgrade. On June 5, 2023, GFL announced that it
had divested of its solid waste operations in Colorado, New Mexico,
and the city of Nashville, and that it is scheduled to close on the
sale of its operations in Pennsylvania, Maryland, and Delaware by
the end of the month. S&P said, "We expect these transactions will
generate gross proceeds of about C$1.6 billion in cash by the end
of the second quarter and facilitate meaningful deleveraging. We
believe the net proceeds would be used for debt reduction,
including paying down a portion of the amount outstanding under
GFL's floating-rate term loan and revolving credit facility. The
reduction in net debt that we anticipate would more than offset the
lost annual EBITDA contribution that we assume was about C$120
million (or about 6% of 2023 forecast EBITDA) from these
divestitures. Robust growth in S&P Global Ratings-adjusted EBITDA
of 10%-15% in 2023 (including mid-to-high, single-digit organic
growth) should further contribute to deleveraging in our opinion.
As a result, we expect S&P Global Ratings-adjusted debt to EBITDA
will approach 5x at year-end 2023 and further decline in subsequent
years from about 7x at year-end 2022."
S&P said, "Our view of GFL's financial policies support further
deleveraging. Our base-case assumptions incorporate our view of
GFL's less aggressive financial policy following reduced private
equity (PE) ownership and deleveraging targets. The company has
indicated that it plans to reduce acquisition spending this year
and focus on reducing debt with a target net leverage (as defined
by GFL) of less than 4x by the end of this year. We believe
acquisition spending is likely to pick up in subsequent years, but
not to the extent that would take leverage well above 6x as it had
in the past. This incorporates our view that GFL is likely to
follow a less aggressive financial policy and that its scale and
free operating cash flow prospects makes it less sensitive to
acquisitions than it had been historically. GFL's two notable PE
investors, BC Partners and Ontario Teachers Pension Plan, sold a
portion of their respective shares in May 2023 through a secondary
offering. Following that transaction, the aggregate economic
ownership stake of the two PE firms now sits at about 35%, down
from just over 40% previously. We believe the PE firms now have
less strategic influence and control than in the past given the
higher public ownership in the company."
The company's resilient demand and robust pricing environment
should help spur earnings growth despite economic headwinds and
divestitures. In S&P Global Ratings' view, the environmental
services industry has low-risk characteristics stemming from the
essential nature of its solid waste services. GFL benefits from
high revenue visibility due to multiyear service contracts and high
renewal rates across a diversified customer base. Demand in the
company's solid waste collection business, which represents over
55% of total revenue, is stable and less dependent on economic
activity. S&P said, "We believe this should help the company
maintain steady earnings and cash flow generation in weaker
economic conditions. Furthermore, GFL's pricing environment remains
robust, in our view. In 2022, when input costs were driven up by
the effect of high inflation on material and labor, the company was
relatively successful at passing on these costs and managed to
increase earnings. We believe this is indicative of GFL's pricing
power due to the company's essential services and sizable scale in
North America, as well as the effective pricing mechanisms within
the company's contracts to mitigate a portion of its cost
inflation. We assume the company will remain able to pass on the
higher input costs and that demand in the less-economically
sensitive business remains stable. In our view, this positions GFL
to generate steady organic earnings and operating cash flow growth
over the next few years, despite our assumption of slower economic
growth in North America."
S&P said, "We expect GFL will temper its acquisition spending in
2023 as it focuses on integrating recently added businesses and
reducing leverage. We assume the company will then ramp up
acquisition spending in subsequent years while maintaining leverage
well below historical levels. We expect GFL's acquisition spending
beyond 2023 would be lower than the levels seen in 2021 and 2022,
but higher than 2023. The company's acquisition strategy typically
involves acquiring regional operators to enter new markets followed
by tuck-in acquisitions in that region to build scale and reach.
Post these acquisitions, GFL focuses on increasing margin expansion
by increasing route density and by leveraging its scalable
infrastructure and centralized administrative capabilities. In our
view, this has contributed to the consistent improvement in
adjusted EBITDA margins to about 25% in 2022 from about 20% in
2019.
"We expect recent and future acquisitions to be key drivers of
GFL's earnings and operating cash flow growth over the next several
years. We estimate adjusted EBITDA generation of more than C$1.8
billion in 2023, which represents 10%-15% growth year over year
despite the loss of EBITDA from the asset sales (about 6% of 2023
forecast EBITDA). GFL's growth in 2023 is spurred by our view of
the company's robust pricing environment in GFL's solid waste
business and continued strong growth in environmental services.
Other factors contributing to EBITDA growth this year include
annualized earnings of acquisitions completed in 2022 and resulting
synergies, in addition to efficiency gains from the first
large-scale renewable gas plant coming online. We expect adjusted
EBITDA margins will gradually expand to more than 27% by 2025 from
about 24% in 2022.
"Our positive outlook on GFL reflects the increased likelihood of
an upgrade within the next 12 months if credit measures trend
roughly in line with our expectations. These include adjusted debt
to EBITDA approaching 5x at the end of 2023 with further
deleveraging in subsequent years.
"We could revise the outlook to stable if, over the next 12 months,
GFL's adjusted debt to EBITDA remains above 5x, with poor prospects
for material improvement. We believe this could occur if the
company pursues a large debt-funded acquisition or its prospective
earnings meaningfully weaken from our current estimates,
potentially from slowing demand, heightened competition, and/or
sustained cost pressure.
"We could upgrade GFL over the next 12 months, if credit measures
trend roughly in line with our expectations, including adjusted
debt to EBITDA approaching 5x with further subsequent deleveraging.
In this scenario, we expect continued growth in earnings, led by
resilient demand and a favorable pricing environment in the
company's key solid waste segment operations. The possible
conversion of GFL preferred shares (which we consider as debt) to
common equity, could reduce leverage below what we have forecast
and accelerate the timeline of a potential upgrade."
Environmental, Social, And Governance
ESG credit indicators: To E-2, S-2, G-2; From E-2, S-2, G-3
S&P said, "Governance factors are now a neutral consideration
(compared with our previous assessment of moderately negative) in
our credit rating analysis. In our view, the strategic influence of
PE firms on GFL's decision making has diminished following a
secondary offering completed in May 2023 and increased
representation of independent members on GFL's board of
directors."
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Governance structure
GLENDALE INVESTMENT: M. Douglas Flahaut Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 16 appointed M. Douglas Flahau, Esq., a
partner at ArentFox Schiff, as Subchapter V trustee for Glendale
Investment Alliance, LLC.
Mr. Flahaut will be paid an hourly fee of $680 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Flahaut declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
M. Douglas Flahaut, Esq.
ArentFox Schiff
555 West Fifth Street, 48th Floor
Los Angeles, CA 90013
Telephone: (213) 443-7559
Facsimile: (213) 629-7401
Email: douglas.flahaut@afslaw.com
About Glendale Investment
Glendale Investment Alliance, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 23-13125) on May 19, 2023, with $100,001 to $500,000 in both
assets and liabilities. Judge Julia W. Brand oversees the case.
The Debtor is represented by Giovanni Orantes, Esq., at The Orantes
Law Firm, A.P.C.
GLOBAL FERTILITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Global Fertility & Genetics, New York, LLC
115 East 57th Street
Suites 420 & 430
New York, NY 10022
Business Description: The Debtor is a reproductive endocrinology
and fertility center in New York.
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-10905
Judge: Hon. Philip Bentley
Debtor's Counsel: Michael J. Kasen, Esq.
KASEN & KASEN, P.C.
115 Broadway
5th Floor
New York, NY 10006
Tel: 646-397-6226
Fax: 646-786-3611
Email: mkasen@kasenlaw.com
Total Assets: $289,407
Total Liabilities: $1,123,740
The petition was signed by Jun Jing Liu a/k/a Annie Liu as
director.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RIC4Z6I/Global_Fertility__Genetics_New__nysbke-23-10905__0001.0.pdf?mcid=tGE4TAMA
GLOBAL TEE: Thomas Richardson Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Thomas Richardson as
Subchapter V trustee for The Global Tee Company, LLC.
Mr. Richardson will be paid an hourly fee of $315 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Richardson declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Thomas C. Richardson
P.O. Box 51067
Kalamazoo, MI 49005-1067
269-349-7415
Email: Thomasrichardson2@earthlink.net
About The Global Tee Company
The Global Tee Company, LLC is a manufacturer of women's fitness
wearing apparel, which markets the sale of its products through an
online marketing program. The company is based in Grand Rapids,
Mich.
Global Tee Company sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-01205) on May 25,
2023, with $100,001 to $500,000 in assets and $1 million to $10
million in liabilities. Scott Sandberg, member, signed the
petition.
Judge James W. Boyd oversees the case.
Perry Pastula, Esq., at Dunn, Schouten & Snoap, P.C., represents
the Debtor as legal counsel.
GOLDEN Z LLC: Creditors to Be Paid in Full From Sale Plan
---------------------------------------------------------
Golden Z, LLC, submitted a Chapter 11 Plan and a Disclosure
Statement.
Golden Z is a Washington limited liability company that was formed
in January 2017 by Zhandos Belbayev for the purpose of acquiring
real estate for investment purposes. Golden Z bought a condominium
in Kirkland, King County, Washington located at 213 4th Ct. S., #9
in February 2017 for $1,407,000 tax parcel # 082505-9014-03 (the
"Property").
At the commencement of the Chapter 11 case, Golden Z owns the
Property which it acquired in 2017 for $1,407,000. Golden Z valued
the Property in the bankruptcy schedules at $2,400,000. Golden Z
listed the Property for sale and is currently asking $2,285,000.
Wilmington is owed approximately $1,800,000 and 401 State Street
Townhomes Condominium Association is owed approximately $2400. The
Property has substantial equity. The Property currently generates
no income. It is occupied by Mr. Belbayev and family members.
Golden Z owns no other real estate or tangible personal property
and has no employees and no bank account.
Golden Z will remain in title to the Property and shall continue to
list the Property for sale. The Property will be listed for sale
though Mr. Belbayev, a licensed real estate agent. Mr. Belbayev
will waive the listing agent's share of commission at closing. The
automatic stay of 11 USC §362 shall remain in effect until January
31, 2024. In the event the Property is not sold by that date, the
automatic stay of 11 USC §362 shall terminate and secured
creditors may thereafter utilize remedies to collect on their debt
and/or foreclose on their collateral. On the Effective Date of the
Plan the membership interest of Golden Z shall be held by Zhandos
Belbayev.
The sale of the Property is expressly contemplated by the Plan and
the Confirmation Order shall so state. Upon sale of the Property,
after payment of costs of sale, administrative expenses and capital
gains tax, the remainder will be paid first to Wilmington in full
satisfaction of its claim and second to 401 State Street Townhomes
Condominium Association in full satisfaction of its claim. On sale
of the Property, all secured creditors will be paid in full. The
sale will be a sale pursuant to a chapter 11 plan and not subject
to excise tax as permitted by WAC 458-61A-207.
Golden Z will continue listing the Property for sale and may adjust
the list price as market conditions warrant. The sale of the
Property shall not require approval of the Court unless the
bankruptcy case is open and/or Golden Z requires an order of sale
free and clear of liens. Golden Z will be permitted to pay at
closing the secured claims against the Property, costs of sale,
escrow fees, the commission due the selling agent, and remit the
balance of the net proceeds to Golden Z.
Under the Plan, Class 1 shall include all Unsecured Tax Claims of
Governmental Entities entitled to priority under Section 507(a)(2)
through (a)(9) of the Code will be paid in full by the Effective
Date. With respect to Class 2, Wilmington Fund Society FSB, as
trustee, will retain its lien on the Property and its claim will be
paid in full upon sale of the Property. With respect to the Class
3 claim of 401 State Street Townhomes Condominium Association,
which holds a secured claim in the amount of $2,400, the creditor
shall retain its lien on the Property and its claim shall be paid
in full upon sale of the Property.
In the event the Property is not sold by January 31, 2024, the
automatic stay of 11 USC §362 shall terminate and the Class 2 and
Class 3 creditors shall be entitled to utilize its state law
remedies to collect on its debt. Zhandos Belbayev, the sole member
of Golden Z, shall receive no distribution on account of such
interest but shall retain his interest in Golden Z.
Counsel for the Debtor:
James E. Dickmeyer, Esq.
520 Kirkland Way Suite 400, PO Box 2623
Kirkland, WA 98083-2623
Tel: (425) 889-2324
A copy of the Disclosure Statement dated May 26, 2023, is available
at bit.ly/3C3ZDwK from PacerMonitor.com.
About Golden Z LLC
Golden Z, LLC, is a single asset real estate (as defined in 11
U.S.C. Section 101(51B)). The company owns a condo or coop located
at 213 4th Ct. S. #9 Kirkland, Wash., valued at $2.4 million.
Golden Z filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-10300) on Feb. 17,
2023, with $1 million to $10 million in both assets and
liabilities. Zhandos Belbayev, authorized representative of the
Debtor, signed the petition.
Judge Timothy W. Dore oversees the case.
The Debtor is represented by James E. Dickmeyer, PC.
HERITAGE POWER: Seeks to Extend Plan Exclusivity to September 21
----------------------------------------------------------------
Heritage Power, LLC and its affiliates ask the U.S. Bankruptcy
Court for the Southern District of Texas to further extend their
exclusive periods to file a Chapter 11 plan of reorganization and
to solicit acceptances thereof to September 21 and November 21,
2023, respectively.
Absent an extension, the Debtors' Plan filing exclusive period was
scheduled to expire May 24, and the solicitation exclusive period
is slated to expire July 24.
The Debtors explained that their Chapter 11 Cases consist of 19
separate Debtor entities. The Debtors' prepetition indebtedness was
approximately $518 million (plus accrued and unpaid interest and
other expenses) consisting of the prepetition term loan facility
and the prepetition revolving loan facility but excluding
approximately $56 million in issued but undrawn letters of credit
and potential hedging liabilities approaching $100 million. The
Debtors' operations span multiple states with 16 power generation
plants that are subject to extensive federal and state laws and
regulations, and market rules. All of the plants are located in the
Pennsylvania-New Jersey-Maryland regional transmission
organization, PJM Interconnection LLC. The size and complexity of
these Chapter 11 Cases, as well as the breadth and depth of
financial and legal issues involved therein, warrant the requested
extension of the exclusive periods.
The Debtors are working with parties that have signed on a
Restructuring Support Agreement to address certain regulatory
issues to facilitate a change of Plant ownership under the Plan.
Accordingly, the Debtors should be permitted the opportunity to
obtain confirmation of the Plan and otherwise advance their
reorganization without such disruption to these Chapter 11 Cases.
Moreover, the Debtors are working towards a potential resolution of
PJM's claims, which is an unresolved contingency that weighs in
favor of extending the exclusive periods. PJM asserted claims for
alleged penalties against certain of the Debtors arising from
Winter Storm Elliott, which the Debtors dispute.
The Debtors are represented by:
Charles A. Beckham, Jr., Esq.
Kelli S. Norfleet, Esq.
Arsalan Muhammad, Esq.
Kourtney Lyda, Esq.
David Trausch, Esq.
HAYNES AND BOONE, LLP
1221 McKinney Street, Suite 4000
Houston, TX 77010
Telephone: (713) 547-2000
Facsimile: (713) 547-2600
E-mail: charles.beckham@haynesboone.com
kelli.norfleet@haynesboone.com
arsalan.muhammad@haynesboone.com
kourtney.lyda@haynesboone.com
david.trausch@haynesboone.com
- and -
Kenric D. Kattner, Esq.
HAYNES AND BOONE, LLP
30 Rockefeller Plaza, 26th Floor
New York, NY 10112
Telephone: (212) 659-7300
Facsimile: (212) 918-8989
E-mail: kenric.kattner@haynesboone.com
About Heritage Power
Heritage Power, LLC and affiliates are a power company with a focus
on power generation activities in Pennsylvania, New Jersey and
Ohio. They own or operate 16 power generation assets with 13 in
Pennsylvania, two in New Jersey and one in Ohio.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90032) on Jan.
24, 2023, with $50 million to $100 million in assets. The Debtors
said prepetition indebtedness was about $518 million. David
Freysinger, president of Heritage Power, signed the petitions.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Haynes and Boone, LLP as bankruptcy counsel;
Munsch Hardt Kopf & Harr, P.C. as special conflicts counsel;
Alvarez and Marsal North America, LLC as restructuring and
financial advisor; and Epiq Corporate Restructuring, LLC as notice,
claims and solicitation agent.
Counsel for the ad hoc group of pre-bankruptcy lenders is Milbank,
LLP. The ad hoc group of pre-bankruptcy lenders also retained
Porter Hedges, LLP, Ross Aronstam & Moritz, LLP and Ducera
Partners, LLC as advisors.
Jefferies Finance, LLC, as administrative agent, is represented by
Latham & Watkins, LLP.
MUFG, collateral agent, is represented by Thompson Hine, LLP.
J. Aron & Company, LLC, counterparty under an ISDA master
agreement, is represented by Cleary Gottlieb Steen & Hamilton, LLP.
HTG MOLECULAR: Seeks Cash Collateral Access
-------------------------------------------
HTG Molecular Diagnostics, Inc. asks the U.S. Bankruptcy Court for
the District of Delaware for authority to use cash collateral to
continue its operations and successfully reorganize.
In 2022, the Debtor generated $6,366,220 in revenue.
On June 24, 2020, the Debtor entered into the Term Loan and
Security Agreement with Silicon Valley Bank for 10 million. The
Term Loan was secured by certain of the Debtor's personal
property.
On July 7, 2022, the Debtor and SVB entered into a First Amendment
to the Term Loan, whereby the Debtor made a pre-payment of $2.5
million.
On September 8, 2022, the Debtor and SVB entered into a Second
Amendment to the Term Loan whereby SVB agreed to proportionately
reduce each of the Debtor's subsequent Term Loan payments.
HTG's only secured debt consists of a secured term loan from
Silicon Valley Bank with a current balance of $2.687 million, which
includes an $800,000 final fee premium. After the failure of SVB,
the Debtor is advised that First Citizens Bank owns the loan. The
loan is secured by all of the company assets with the exception of
the company's intellectual property.
HTG's assets consist principally of (a) cash and cash equivalents
in the amount of $2.779 million, (b) inventory with a net value of
$792,383, (d) accounts receivable from customers and others in the
amount of $273,586, (e) prepaid expenses and vendor deposits in the
amount of $1.5 million, (f) operating lease right-of-use assets in
the amount of $892,685, and (g) property and equipment in the
amount of $488,241. In addition, its valuable intellectual property
rights are impossible to precisely value.
The Debtor estimates that its outstanding unsecured debt totals
approximately $6.5 million.
In consideration of the Debtor's use of cash collateral, the Debtor
would offer SVB as adequate protection:
a. Post-petition liens of the same validity and priority as
SVB possessed on the petition date; provided, however, such
replacement liens (i) do not attach any unencumbered assets, (ii)
are subject to an investigation period in accordance with Local
Rule 4001-2(a)(i)(Q) and (iii) do not attach to avoidance actions
or any proceeds thereof pending entry of a final order;
b. The Debtor's compliance with the Budget;
c. In addition to the Debtor's reporting as required by the
Bankruptcy Code, the Bankruptcy Rules, and the directives of the
United States Trustee, the Debtor's reasonable cooperation with
information requests from SVB; and
d. All parties reserve its rights pending a final hearing.
A copy of the motion is available at https://urlcurt.com/u?l=xXoEPp
from PacerMonitor.com.
About HTG Molecular Diagnostics, Inc.
HTG Molecular Diagnostics, Inc. is a commercial-stage company that
develops and markets a technology platform to facilitate the
routine use of complex molecular profiling. The Tucson,
Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which
is comprised of instrumentation, consumables and software
analytics, automates the molecular profiling of genes and gene
activity.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023.
In the petition signed by Shaun McMeans, senior vice president and
chief financial officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Frederick B. Rosner, Esq., at The Rosner Law Group, LLC, represents
the Debtor as legal counsel.
HUB INTERNATIONAL: Moody's Alters Outlook on 'B3' CFR to Positive
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Hub International
Limited (together with its subsidiaries, Hub) following the
company's announcement of plans to issue a $4.25 billion seven-year
senior secured term loan (rating assigned at B2) to refinance a
portion of its senior secured term loans maturing in April 2025,
repay existing revolver borrowing, help fund acquisitions, pay
related fees and expenses. The company also expects to offer other
senior secured debt alongside the proposed term loan. The rating
agency has also affirmed the B2 ratings on Hub's senior secured
credit facilities and the Caa2 rating on its senior unsecured
notes. Moody's has changed Hub's rating outlook to positive from
stable based on the company's steady growth in revenue and strong
EBITDA margin, along with Moody's expectation that Hub will
maintain financial leverage toward the low end of its historical
range.
IEH AUTO PARTS: Epicor Opts Out of Plan's Third-Party Releases
--------------------------------------------------------------
Epicor Software Corporation files this Limited Objection to the
First Amended Combined Disclosure Statement and Joint Plan of
Liquidation of IEH Auto Parts Holding LLC and Its Debtor Affiliates
Pursuant to Chapter 11 of the Bankruptcy Code.
Epicor files this Limited Objection for the sole purpose of opting
out of the Third Party Releases contained in the First Amended
Combined Disclosure Statement and Joint Plan of Liquidation of IEH
Auto Parts Holding LLC and Its Debtor Affiliates Pursuant to
Chapter 11 of the Bankruptcy Code and elects to not grant the
Third-Party Releases contained in the Plan.
Attorneys for Epicor Software Corporation:
Duane J. Brescia, Esq.
CLARK HILL PLC
720 Brazos, Suite 700
Austin, TX 78701
Tel: (512) 499-3647
Fax: (512) 499-3660
E-mail: dbrescia@clarkhill.com
- and -
Audrey L. Hornisher, Esq.
CLARK HILL PLC
901 Main Street, Suite 6000
Dallas, TX 75202-3794
Tel: (214) 651-4300
Fax: (214) 651-4330
E-mail: ahornisher@clarkhill.com
About IEH Auto Parts Holding
IEH Auto Parts Holding LLC -- https://autoplusap.com/ --
distributes automotive products. The Company offers equipment,
tools, accessories, paint, and related products in the automotive
aftermarket. Auto Plus serves customers in the United States.
IEH Auto Parts Holding LLC and its affiliates filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 23-90054) on Feb. 1, 2023. In the petition filed by John
Michael Neyrey, as chief executive officer, the Debtor reported
assets and liabilities between $100 million and $500 million.
The case is overseen by Honorable Bankruptcy Judge Christopher M
Lopez.
The Debtor is represented by:
Veronica Ann Polnick, Esq.
Jackson Walker, LLP
112 Townpark Drive NW
Suite 300
Kennesaw, GA 30144
IEH AUTO PARTS: Failed Bidders Want Return of Deposit
-----------------------------------------------------
Clutch Acquisition, LLC, KPAE Holdco Inc. and Parts Authority, LLC
(collectively the "Limited Objectors") file this Limited Objection
and Reservation of Rights to First Amended Combined Disclosure
Statement and Joint Plan of Liquidation of IEH Auto Parts Holding
LLC and its Debtor Affiliates pursuant to Chapter 11 of the
Bankruptcy Code.
On March 10, 2023, the Court entered the Order Approving the Bid
Procedures and Granting Related Relief, which approved procedures
for Debtors to sell all or substantially all the Debtors' assets.
Pursuant to the Bid Procedures, the Limited Objectors submitted a
bid and deposited not less than $1,731,244 with the Debtors.
On May 18, 2023, Debtors notified the Limited Objectors that the
Debtors had determined that the Limited Objectors were not a
qualified bidder.
As of this date, Debtors have not returned the Deposit.
The Limited Objectors' rights are not specifically addressed in the
Debtor's First Amended Combined Disclosure Statement and Joint Plan
of Liquidation of IEH Auto Parts Holding LLC and Its Debtor
Affiliates Pursuant to Chapter 11 of the Bankruptcy Code and
certain proposed Plan provisions may purport to affect the Limited
Objectors' rights, such as the release provisions contained
therein. Thus, the Limited Objectors object to the Plan, including,
without limitation, the release provisions contained therein.
Counsel for Clutch Acquisition, LLC, KPAE Holdco Inc., and Parts
Authority, LLC:
Michael Small, Esq.
FOLEY & LARDNER LLP
321 North Clark Street, Suite 3000
Chicago, Illinois 60654-4762
Tel: (312) 832-4500
Fax: (312) 832-4700
E-mail: msmall@foley.com
About IEH Auto Parts Holding
IEH Auto Parts Holding LLC -- https://autoplusap.com/ --
distributes automotive products. The Company offers equipment,
tools, accessories, paint, and related products in the automotive
aftermarket. Auto Plus serves customers in the United States.
IEH Auto Parts Holding LLC and its affiliates filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 23-90054) on Feb. 1, 2023. In the petition filed by John
Michael Neyrey, as chief executive officer, the Debtor reported
assets and liabilities between $100 million and $500 million.
The case is overseen by Honorable Bankruptcy Judge Christopher M
Lopez.
The Debtor is represented by:
Veronica Ann Polnick, Esq.
Jackson Walker, LLP
112 Townpark Drive NW
Suite 300
Kennesaw, GA 30144
IEH AUTO PARTS: Icon Opts Out of Plan's Third-Party Releases
------------------------------------------------------------
Icon Management I LLC filed a Limited Objection to the First
Amended Combined Disclosure Statement and Joint Plan of Liquidation
of IEH Auto Parts Holding LLC and its Debtor Affiliates pursuant to
Chapter 11 of the Bankruptcy Code.
Icon files this Limited Objection for the sole purpose of opting
out of the Third-Party Releases contained in the First Amended
Combined Disclosure Statement and Joint Plan of Liquidation of IEH
Auto Parts Holding LLC and Its Debtor Affiliates Pursuant to
Chapter 11 of the Bankruptcy Code and elects to not grant the
Third-Party Releases contained in the Plan.
Attorneys for Icon Management I LLC:
Robert P. Franke, Esq.
Audrey L. Hornisher, Esq.
CLARK HILL PLC
901 Main Street, Suite 6000
Dallas, TX 75202-3794
Tel: (214) 651-4300
Fax: (214) 651-4330
E-mail: bfranke@clarkhill.com
ahornisher@clarkhill.com
About IEH Auto Parts Holding
IEH Auto Parts Holding LLC -- https://autoplusap.com/ --
distributes automotive products. The Company offers equipment,
tools, accessories, paint, and related products in the automotive
aftermarket. Auto Plus serves customers in the United States.
IEH Auto Parts Holding LLC and its affiliates filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 23-90054) on Feb. 1, 2023. In the petition filed by John
Michael Neyrey, as chief executive officer, the Debtor reported
assets and liabilities between $100 million and $500 million.
The case is overseen by Honorable Bankruptcy Judge Christopher M
Lopez.
The Debtor is represented by:
Veronica Ann Polnick, Esq.
Jackson Walker, LLP
112 Townpark Drive NW
Suite 300
Kennesaw, GA 30144
IEH AUTO PARTS: Landlord Has Limited Objections to Plan
-------------------------------------------------------
GKI Infill Philadelphia, LLC ("GKI" or "Landlord") files this
Limited Objection to the First Amended Combined Disclosure
Statement and Joint Plan of Liquidation of IEH Auto Parts Holding
LLC and its Debtor Affiliates Pursuant to Chapter 11 of the
Bankruptcy Code.
GKI and Debtor IEH Auto Parts LLC are parties to a lease for
nonresidential real property located at 165 East 9th Avenue,
Rummemede, NJ 08078. GKI and Debtor IEH Auto Parts LLC are also
parties to a lease for nonresidential real property located at 858
Lenola Road, Moorestown, NJ 08057.
GKI filed Proofs of Claim Nos. 22 and 23.
GKI files this limited Objection to preserve its right to seek
payment of amounts owed as set out in the Proofs of Claim,
Objection to Cure Amount and Objection to Notice of Assumption and
Assignment.
GKI also files this limited Objection to the release provisions in
Article VIII of the Plan to the extent that it would interfere with
GKI's rights and remedies with respect to the 858 Lenola Lease and
165 Ninth Ave. Lease in this bankruptcy.
Attorneys for GKI Infill Phiadelphia, LLC:
Brian D. Womac, Esq.
Stacey L. Kremling, Esq.
WOMAC LAW
8301 Katy Freeway
Houston, TX 77024
Tel: (713) 751-9200
Fax: (713) 751-0808
E-mail: brian@womaclaw.com
stacey@womaclaw.com
About IEH Auto Parts Holding
IEH Auto Parts Holding LLC -- https://autoplusap.com/ --
distributes automotive products. The Company offers equipment,
tools, accessories, paint, and related products in the automotive
aftermarket. Auto Plus serves customers in the United States.
IEH Auto Parts Holding LLC and its affiliates filed a petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Case No. 23-90054) on Feb. 1, 2023. In the petition filed by John
Michael Neyrey, as chief executive officer, the Debtor reported
assets and liabilities between $100 million and $500 million.
The case is overseen by Honorable Bankruptcy Judge Christopher M
Lopez.
The Debtor is represented by:
Veronica Ann Polnick, Esq.
Jackson Walker, LLP
112 Townpark Drive NW
Suite 300
Kennesaw, GA 30144
INFINERA CORP: SVP Worldwide Sales to Relocate to U.K.
------------------------------------------------------
Infinera Limited, a wholly owned subsidiary of Infinera
Corporation, and Nicholas Walden, the Company's senior vice
president, Worldwide Sales, entered into an Employment Agreement in
connection with Mr. Walden's relocation to the United Kingdom.
Initially employed by Infinera Limited, Mr. Walden served as senior
vice president, EMEA Sales from September 2015 to February 2019
based in the United Kingdom. Subsequently, he relocated to the
United States and served as the Company's senior vice president,
Strategic Accounts from February 2019 to December 2019. Mr. Walden
has been in his current role since January 2020. The Relocation is
expected to strengthen the Company's strategic focus on improving
global sales coverage in key markets outside North America.
Pursuant to the Agreement, the current terms of Mr. Walden's
employment will continue unchanged, including a base salary
equivalent to $430,000 and an annual target incentive bonus of
100%. To assist Mr. Walden with the Relocation, he will be eligible
to receive up to $238,000 in relocation benefits. Mr. Walden will
also continue to be a party to a change of control agreement with
the Company. This change of control agreement is described in the
Company's proxy statement for its 2023 annual meeting of
stockholders, which was filed with the Securities and Exchange
Commission.
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services. The Company's
portfolio of solutions includes optical transport platforms,
converged packet-optical transport platforms, compact modular
platforms, optical line systems, coherent optical engines and
subsystems, a suite of networking and automation software
offerings, and support and professional services.
Infinera Corporation reported a net loss of $76.04 million for the
year ended Dec. 31, 2022, a net loss of $170.78 million for the
year ended Dec. 25, 2021, a net loss of $206.72 million for the
year ended Dec. 26, 2020, and a net loss of $386.62 million for the
year ended Dec. 28, 2019.
INTERNAP HOLDING: Court OKs Final Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Internap Holding LLC and its debtor-affiliates to use cash
collateral on a final basis in accordance with the budget.
In connection with its emergence from the 2020 Chapter 11 Cases, on
May 8, 2020, INAP entered into (i) a Senior Secured Term Loan
Credit Agreement by and among INAP, the domestic subsidiaries of
INAP party thereto as guarantors, the lenders party thereto, and
Wilmington Trust, National Association as administrative agent and
collateral agent which initially memorialized the loans in the
aggregate principal amount of $75.1 million, and (ii) the Second
Out Term Loan Credit Agreement by and among INAP, the domestic
subsidiaries of INAP party thereto as guarantors, the lenders party
thereto, and Wilmington Trust, National Association as
administrative agent and collateral agent, which initially
memorialized the loans in the aggregate principal amount of $225
million.
As of the Petition Date, the Debtors were indebted to the Agent and
the SOTL Lenders pursuant to the SOTL Credit Agreement and the
other SOTL Credit Documents in the aggregate p4rincipal amount of
not less than approximately $125.7 million on account of
outstanding Prepetition Loans.
The SOTL Lenders are granted, as applicable, the following as
adequate protection:
1. Adequate Protection Liens. Solely to the extent of any
Diminution in Value, the SOTL Lenders are granted valid, binding,
enforceable, non-avoidable, and fully and automatically perfected
first priority senior postpetition additional and replacement
security interests in and liens on (i) the Prepetition Collateral
and (ii) all of each the Debtor's other presently owned or
hereafter acquired property and assets.
2. Adequate Protection Superpriority Claims. To the extent of
any Diminution in Value of the interests of the SOTL Secured
Parties in the Prepetition Collateral, the Agent, on behalf of
itself and the SOTL Lenders, shall be granted an allowed
superpriority administrative expense claim.
The Events of Default include:
(a) The failure to obtain a Final Order in form and substance
acceptable to the Required Consenting Lenders within 35 days after
the Petition Date;
(b) The Debtors will have (i) filed a motion seeking to
create, or (ii) created, incurred, or suffered to exist, any
postpetition liens or security interests, other than those granted
or permitted pursuant to this Interim Order without the consent of
the Required Consenting Lenders; and
(c) The Debtors will have filed a disclosure statement or
chapter 11 plan that is not reasonably acceptable to the Required
Consenting Lenders.
A copy of the order is available at https://urlcurt.com/u?l=tNQAKK
from PacerMonitor.com.
About Internap Holding LLC
Internap Holding LLC and its affiliates provide compute resources
(i.e., an IT industry term referring to the ability to process
data) and storage services on demand via an integrated platform.
Their services include: (a) bare metal which are dedicated,
single-tenant servers utilizing Intel and AMD processors enabling
high-performance compute with rapid deployment, increased control,
enhanced security, and flexible configurations); (b) hosted private
cloud environments; (c) cloud computing backup services; and (d)
managed security to keep customer data secure and in alignment
with compliance requirements.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10529) on April
28, 2023. In the petition signed by Michael T. Sicoli, chief
executive officer, the Debtor disclosed up to $500 million in both
assets and liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Saul Ewing LLP and Jenner and Block LLP, as
legal counsel, FTI Consulting as financial advisor, and Stretto,
Inc. as claims and noticing agent.
KEN FARRINGTON: L. Todd Budgen Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., a
practicing attorney in Longwood, Fla., as Subchapter V trustee for
Ken Farrington Tractor & Landclearing, Inc.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Tel: (407) 232-9118
Email: Todd@C11Trustee.com
About Ken Farrington
Ken Farrington Tractor & Landclearing, Inc. filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Banker M.D. Fla.
Case No. 23-01935) on May 22, 2023, with as much as $500,000 in
assets and up to $1 million in liabilities.
Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine, LLP,
represents the Debtor as legal counsel.
KENNEDY-WILSON INC: Moody's Cuts CFR & Unsecured Debt Rating to B2
------------------------------------------------------------------
Moody's Investors Service has downgraded Kennedy-Wilson, Inc.'s
[NYSE: KW] ("KW" or "Kennedy Wilson") corporate family rating and
senior unsecured debt ratings to B2 from B1. The rating outlook is
stable. In the same rating action, the speculative grade liquidity
rating (SGL) was downgraded to SGL-3 from SGL-2. Kennedy-Wilson,
Inc. is a wholly-owned subsidiary of Kennedy-Wilson Holdings, Inc.,
which is not rated by Moody's.
The ratings downgrades reflect deterioration in KW's credit
metrics, including high leverage and weak fixed charge coverage,
due to the current environment for commercial real estate. In the
downgrades, Moody's also considered the challenges KW faces as it
seeks to execute on non-core asset sales to deleverage and fund
ongoing capital needs amid constrained transaction markets and
lower property valuations for commercial real estate.
The stable outlook reflects the solid operating performance of KW's
stabilized, income and investment portfolio, as well as its
historical track record of executing on asset sales and harvesting
meaningful gains from its investment activities.
Downgrades:
Issuer: Kennedy-Wilson, Inc.
Corporate Family Rating, Downgraded to B2 from B1
Backed Senior Unsecured Regular Bond/Debenture, Downgraded to B2
from B1
Senior Unsecured Regular Bond/Debenture, Downgraded to B2 from B1
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Outlook Actions:
Issuer: Kennedy-Wilson, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The B2 unsecured debt rating reflects Kennedy-Wilson, Inc.'s heavy
debt burden and high leverage for the rating category with a
significant amount of secured debt, encumbering the company's
investment portfolio. KW's earnings have been more volatile in
recent quarters due to a slowdown in investment activity, lower
capital gains on asset sales, and a material decline in fair value
income from its co-investment portfolio. This is due to lower
marked to market property valuations, despite solid operating
performance and NOI growth in its stabilized, income-producing
portfolio. Credit metrics, particularly leverage and fixed charge
coverage, have deteriorated and will remain pressured over the next
12 to 18 months given the difficult macroeconomic environment and
constrained investment markets. KW maintains a high reliance on
non-core asset dispositions to support EBITDA through capital gains
as well as property level financings to fund capital needs and
growth, including the remaining costs under its development
pipeline. In Moody's view, deleveraging will be difficult should
the company be unable to execute on sufficient asset sales amid
still constrained real estate investment markets underpinned by
cautious investor appetite, low transaction volumes and substantial
discounts. Positively, Moody's expects some level of additional
recurring cash and NOI over the next 24 months from the company's
development and lease up portfolio as well as growth in its
investment management platform, though execution risk remains.
Kennedy Wilson's SGL-3 speculative grade liquidity rating reflects
the company's reliance on external capital as Moody's considers its
funding needs over the next 12-18 months. As of March, 31, 2023,
liquidity is supported by approximately $329 million of
unrestricted cash, and $250 million in availability under its $500
million revolver expiring in March 2024 (excluding a one-year
extension option). KW will need to address the expiration and
outstanding balance under its revolver, $515 million euro bond due
in 2025 as well as its share of remaining, in-process development
costs. With a secured bank lending market that remains functional,
near-term non-recourse mortgage maturities are manageable, with
$156M and $186M due in 2023 and 2024, respectively. Management
expects to fund remaining near-term capital needs, including
development, acquisitions, investment management activity and
dividends through cash on hand, non-core asset sales, and
property-level financings. Further, KW maintains a low level of
unencumbered assets, which limits external liquidity and financial
flexibility in the event of adverse market conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A ratings upgrade will require a clear strategy related to upcoming
maturities, including the refinancing of its revolver expiring in
early 2024 and its Euro bond due in 2025. Additionally, the company
will need to successfully execute and lease-up its development
pipeline. Further, net debt to EBITDA would need to improve closer
to 10x and fixed charge coverage meaningfully above 1.5x, all on a
sustained basis.
A ratings downgrade would result from poor execution on the
refinancing of its revolver or other near-term maturities and/or a
material decline in liquidity, as measured by cash and revolver
capacity as compared to upcoming funding needs. A longer-term
decline in operating performance related to its consolidated or
co-investment portfolio would also result in a ratings downgrade.
Kennedy-Wilson Holding, Inc. is a global real estate investment
company that owns, operates, and invests in real estate on its own
and through its investment management platform with a focus on
multifamily and commercial properties located in the Western U.S.,
U.K., and Ireland. With approximately $23 billion in assets under
management (AUM), Kennedy-Wilson and its equity partners have an
ownership interest in a diverse set of real estate investments
around the world, including multifamily, office, retail,
industrial, hotels and commercial property.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2022.
KOFAX CAYCO: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDR) for Snow Borrower Inc. and Snow TopCo Ltd. to 'B-' from 'B'.
At the same time, the IDRs have been withdrawn. The rating for Snow
Borrower's first-lien term loan has been downgraded to 'B+' from
'BB-' while the recovery rating remains 'RR2'. The second-lien term
loan is downgraded to 'CCC' from 'CCC+' and the recovery rating
remains 'RR6'. The downgrade of the instrument ratings reflect the
one notch downgrade of the IDR. At the same time, the rating for
the first-lien and second-lien term loans are being withdrawn.
These entities were reorganized by the private equity sponsors.
Fitch has assigned Kofax CayCo, Ltd. and Project Leopard Holdings,
Inc. a 'B-' Long-Term IDR. These entities are the parent and
borrower for its wholly owned subsidiary which operates dba Kofax.
Fitch has also assigned Project Leopard's first-lien term loan and
revolver a 'B+'/'RR2' rating. The second-lien term loan has been
assigned a 'CCC'/'RR6'. The Rating Outlook is Stable.
Collectively, Kofax CayCo, Project Leopard, Snow Borrower and Snow
TopCo are referred to as "Kofax".
The downgrade of the IDR reflects Fitch's concerns about the
company's revenues, lower expectations for EBITDA margins, high
leverage and negative FCF. At the same time, the credit profile
benefits from Kofax's highly diverse customer base, recurring
revenues and expectations that FCF should be positive in 2024. As a
private equity owned entity, financial leverage is likely to remain
elevated as shareholders prioritize ROE optimization rather than
debt reduction. Fitch expects Kofax to delever modestly primarily
through EBITDA growth and maintain a level of leverage that is
consistent with 'B-' rated software peers.
Fitch is withdrawing the ratings of Snow Borrower Inc. and Snow
TopCo Ltd. as they underwent a reorganization/no longer exists.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for Snow Borrower Inc. and Snow TopCo Ltd.
KEY RATING DRIVERS
Downgrade to 'B-': Kofax's IDR has been lowered one notch to
reflect Fitch's concern about the company's revenues and margins
which have been somewhat weaker than previously expected. Fitch now
expects leverage to remain in the range of 8x-9x over the next two
years. Fitch forecasts leverage to be around 9.0x at the end of
2023 and if the company is successful with expanding margins in the
following quarters, leverage could fall to below 8.0x by the end of
2024. The company's large debt burden will also pressure Kofax's
interest coverage metrics, which Fitch forecasts to be below 1.5x.
Fitch assumes Kofax will prioritize spending for growth over debt
reduction as evidenced by two acquisitions in the last year or so.
EBITDA Margins/FCF Negative: On a pro forma basis, Fitch calculates
Kofax had 35.4% EBITDA margins in 2022 partially reflecting the
challenges that come with transitioning customers to recurring
licenses from perpetual ones. Importantly, FCF was negative in 2022
and is expected to remain negative during 2023. Fitch forecasts
positive FCF in 2024 and beyond as the company should have stronger
EBITDA margins provided that Kofax can successfully execute its
plans to improve profits and capex is expected to remain low.
However, cash flows will be much lower than historical FCF due to
the interest expense burden.
Reduced Perpetual License Revenues: In July 2021, Kofax's board
authorized a plan to grow its term and SaaS contracts rather than
perpetual licenses. These types of pivots can temporarily disrupt
the business, but provide more stable cash flows for the longer
term. During the transition, expenses may increase causing
temporary EBITDA margin compression and longer term, higher
recurring revenues should help expand EBITDA margins. Fitch notes
that the company has made significant progress with moving revenues
to recurring revenues already. In 4Q21, revenues from perpetual
licenses accounted for 25% of total revenues and in 4Q22, only 15%
of revenues came from perpetual licenses.
Recurring Licenses/Retention: Recurring license revenues have been
increasing over time and accounted for 34% of revenues in 4Q22
versus 23% in the prior year period as the company's perpetual
license revenues have been declining. The company's current
sponsors have successfully implemented a similar strategy with
numerous portfolio companies. These factors along with the
company's strong retention rate and the sticky nature of the
products, should provide the company with fairly stable cash flows
beginning in 2024 if the company is successful with executing its
strategy.
Diverse Customers and End Markets: The company offers its products
to a large number of customers globally, and its end markets are
diverse. Kofax has successfully secured several global banks as
clients, some Fortune 100 companies and as well as some of the
Forbes Global 2000.
Kofax has a leading Intelligent Automation (IA) platform that
allows its customers to automate high volume manual processes,
allowing companies to significantly improve efficiencies. IA
accounted for 71% of revenues, while print automation accounted for
29% in 2021, the latest year this data was available for Fitch.
Growth in IA is forecast to more than offset print automation,
which is expected to experience very modest contraction. Its
largest end markets include financial institutions, manufacturing,
retail, healthcare and government organizations.
DERIVATION SUMMARY
Kofax's 'B-' rating reflects its strong position in IA and print
automation. It also reflects the company's healthy EBITDA margins
along with its high leverage. The company provides customers of
varying scale the means to improve the speed and efficiency of
intense workflows. Kofax does this with a product suite helping
businesses manage and automate processes. Kofax's operating profile
is also strengthened by its high retention rate and recurring
revenues which is a focus for the company and expected to expand.
Limitations to Kofax's rating include its financial leverage, which
is expected to remain elevated.
Fitch expects Kofax to maintain some level of financial leverage as
a private equity owned company, as equity owners optimize capital
structure to maximize ROE. Kofax's market position, revenue scale
and visibility, as well as its leverage profile, are consistent
with the 'B-' rating category.
The IDRs for Kofax CayCo and Project Leopard Holding are rated on a
consolidated basis, using the weak parent/strong subsidiary
approach and open access and control factors, based on the entities
operating as a single enterprise with strong legal and operational
ties.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- Revenues are relatively flat over the forecast
horizon;
- Fitch assumes Kofax directs cash toward acquisitions
for growth rather than debt reduction;
- EBITDA margins are in the mid to high 30's;
- To calculate interest expense, Fitch assumes that the
average floating rate in 2023 and in each of the
following years is as follows: 4.0%, 3.2%, 3.1%, and
3.1%. Fitch notes that a portion of the interest
expense is hedged.
- No dividends are assumed.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Kofax would be reorganized as a
going concern in bankruptcy rather than liquidated. Fitch assumes a
10% administrative claim.
Going-Concern (GC) Approach
- Fitch assumes Kofax enters a distressed scenario as a result of
the company's failure to shift customers to its recurring license
offerings and customers move to alternative solutions for IA. Fitch
assumes that Kofax's GC EBITDA is unchanged from Fitch's last
Rating Recovery analysis.
An enterprise value (EV) multiple of 7x EBITDA is applied to the GC
EBITDA to calculate a post-reorganization EV. The choice of this
multiple considered the following factors: The historical
bankruptcy case study exit multiples for technology peer companies
ranged from 2.6x-10.8x. Of these companies, only three were in the
Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect
Software Parent, Inc., which received recovery multiples of 8.4x,
8.1x, and 5.5x, respectively. Kofax's growing and resilient
recurring sales profile, mission critical nature of the product,
brand recognition, leadership position in the revenue operations
management industry, and cash generative qualities supports the
7.0x recovery multiple.
Fitch assumes a full draw on the $150 million revolver and the
resulting recovery for the first-lien debt is 'RR2' which notches
the instrument rating up two from the IDR to 'B+'. For the
second-lien term loan, the recovery rating is 'RR6' which results
in the instrument being notched down two from the IDR to 'CCC'.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- EBITDA Leverage below 7.5x on a sustained basis;
- (CFO-Capex)/Debt above 2.5% on a sustained basis;
- EBITDA Interest Coverage above 1.5x on a
sustained basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- (CFO-Capex)/Debt trending toward 0% or negative on a
sustained basis;
- EBITDA Interest Coverage below 1.2x on a sustained
basis;
- Organic revenue growth sustaining near or below 0%.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of Dec. 31, 2022, Kofax had cash on the
balance sheet of $45.9 million, down from $71.8 million as of Sept.
30, 2022. At the end of 2022, $110 million was undrawn on the $150
million revolver. In 2022, FCF was negative and it is expected to
be modestly negative in 2023 before becoming FCF positive again.
Near term, the company's liquidity appears sufficient and there are
no near-term maturities.
All of the company's debt is floating rate debt and the exposure to
floating rates is partially hedged. To calculate interest expense,
Fitch assumes that the average floating rate in 2023 and in each of
the following years as follows: 4.0%, 3.2%, 3.1%, and 3.1%.
Debt Structure: Kofax issued a $1.346 billion first lien term loan
due 2029 and then it issued an incremental $50 million term loan in
March 2023. In addition, the company has a $348 million secured
second lien term loan due 2030. The $150 million first lien
revolver is due in 2026.
ISSUER PROFILE
Kofax is a privately held company that offers its customer
Intelligent Automation (IA) solutions which allow its customers to
automate high volume manual processes, allowing companies to
significantly improve efficiencies. In addition, it also offers
print automation solutions. Its products are offered to more than
25,000 customers throughout the globe.
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
----------- ------ --------
Snow Topco, Ltd. LT IDR B- Downgrade
LT IDR WD Withdrawn
Snow Borrower
Inc. LT IDR B- Downgrade
LT IDR WD Withdrawn
senior secured LT WD Withdrawn
senior secured LT B+ Downgrade RR2
Senior Secured
2nd Lien LT WD Withdrawn
Senior Secured
2nd Lien LT CCC Downgrade RR6
Kofax CayCo, Ltd. LT IDR B- New Rating
Project Leopard
Holdings, Inc. LT IDR B- New Rating
senior secured LT B+ New Rating RR2
Senior Secured
2nd Lien LT CCC New Rating RR6
KW INTERNATIONAL: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: KW International, LLC
10880 Alcott Drive, Suite B
Houston, TX 77043
Business Description: KW International provides production
equipment and measurement services. It
offers oil & gas production equipment, gas
processing & treatment packages,
measurement & automation systems, parts &
field service, and startup &
troubleshooting.
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-90708
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: J. Robert Forshey, Esq.
FORSHEY & PROSTOK, LLP
777 Main Street, Suite 1550
Fort Worth TX 76102
Tel: 817-877-8855
Email: bforshey@forsheyprostok.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jeff Wagner as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SS2N3BA/KW_International_LLC__txsbke-23-90708__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Winsupply of East Job Materials $1,151,637
Houston, TX dba MSI S
PO BOX 24279
Houston, TX 77229
Tel: 713-733-5500
Email: morgan@msisuppy.com
2. Absolute Metal Products, LLC Job Materials $1,132,296
PO Box 4356 Dept 625
Houston, TX 77210-4356
Tel: 832-672-8878
Email: ndartez@absolutemetalusa.com
3. 3-C Valve & Equipment Job Materials $846,010
P.O. Box 5345
Kingwood, TX 77325-5345
Tel: 713-804-3283
Email: layne.smith@3cve.com
4. American Alloy Steel, Inc. Job Materials $732,490
P.O. Box 40469
Houston, TX 77240-0469
Tel: 713-462-8081
Email: jamesc@aasteel.com
5. PSS Industrial Group Corp Job Materials $610,454
10507 Ella Blvd, Suite 1
Houston, TX 77038
Tel: 806-274-1202
Email: max.whisenhunt@pssigroup.com
6. ABB Inc. Job Materials $539,583
P.O. Box 88868
Chicago, IL 60695-1868
Email: suzan.gilstrap@us.abb.com
7. Jatco, Inc. Job Materials $506,680
244 NW 111th
Oklahoma City, OK 73114
Tel: 405-755-4100
Email: krista@jatcoinc.com
8. Sepco Process, Inc. Job Materials $468,820
3290 Avenue M Ext.
Conroe, TX 77301
Tel: 281-583-1800
Email: info@sepcoprocess.com
9. Luke Industries, LLC Job Materials $297,698
Corporate Billing, LLC
Dept. 100
PO Box 8364
Birmingham, AL 35283
Tel: 877-584-3600
Email: admin@lukeindustries.com
10. Trinity Heads, Inc. Job Materials $297,539
P.O. Box 732666
Dallas, TX 75373-2666
Tel: 936-825-6581
Email: Julianna.Rivera@trin.net
11. ProFire Energy Inc. Job Materials $217,311
321 South 1250 West
Suite 1
Lindon, UT 84042
Tel: 801-796-5127
Email: lori.hayden@pflame.com
12. Flow-Zone, LLC Job Materials $212,590
Dept 248 P.O. Box 6762
Dallas, TX 75267
Tel: 281-997-8899
Email: jjhernandez@reynco.com
13. Canalta USA Corp Job Materials $211,063
1210 Duncan St, Blgd 5
Ste 2
Denton, TX 76205
Tel: 403-342-4494 X275
Email: tpicketts@canaltacontrols.com
14. Daniel OpCo, LLC Job Materials $176,933
FKA Micro Motion
975 W Sam Houston
Pkwy N, Ste 1
Houston, TX 77064
Tel: 713-827-3379
Email: dlunan@daniel.com
15. TTS, LLC Shipping $173,905
P.O. Box 654168
Dallas, TX 75265
Tel: 214-778-0800
Email: lauren.nguyen@modeglobal.com
16. Vallen Distribution, Inc Shop Supplies $173,389
P.O. Box 404753
Atlanta, GA 30384
17. Acuren Inspection Inc. Shop Services/ $160,046
2040 Trade Drive Inspection
Midland, TX 79706
Tel: 432-682-6600
Email: kristin.thompson@acuren.com
18. Distribution Now Job Materials $158,112
P.O. Box 200822
Dallas, TX 75320-0822
Tel: 281-832-4081
Email: kendra.allison@dnow.com
19. Gulf Coast Business Shipping $154,570
Credit
3009 Hohl St
Houston, TX 77093
Tel: 713-900-6517
Email: vbernabe@ramrodtrucking.com
20. TRALTO Management Co, LLC Columbus Plant $144,457
fka, 200 Texas LLC Landlord
8827 W. Sam Houston
Pkwy. N, Ste 2
Houston, TX 77040
Tel: 713-840-8200
21. Consolidated P and S Inc. Shop Supplies- $121,646
19823 Skycountry Lane Paint
Houston, TX 77094
Tel: 713-882-9848
Email: seanm@consolidatedps.com
22. Stark Solutions LLC Job Materials $114,377
10816 Northridge Drive
Conroe, TX 77303
Tel: 936-539-2386
Email: accounting@starksolutions.com
23. M G Insulation Shop Services/ $111,416
2115 Marshall St. Insulation
Pasadena, TX 77506
Tel: 713-204-6644
Email: martin@mginsulation.com
24. Eads Distribution, LLC Job Materials $110,919
P.O. Box 712465
Cincinnati, OH 45271
Tel: 614-253-1996
Email: collections@fcxperformance.com
25. Mako Oilfield Services, LLC Job Materials $105,068
12633 Reed Road
Sugarland, TX 77448
Tel: 832-680-1300
Email: lshirley@makoind.com
26. Chase Controls LP Job Materials $105,004
702 South Persimmon Suite 1C
Tomball, TX 77375
Tel: 281-397-7099
Email: etucker@chasecontroles.com
27. Precise Steel Job Materials $100,252
International, LLC
909 Marcella St.
Houston, TX 77091
Tel: 713-691-6573
Email: Jimmy@precisesteelinc.com
28. Endress + Hauser, Inc. Job Materials $98,511
Dept 78795
P.O. Box 78
Detroit, MI 48278-0795
Tel: 317-530-1968
Email: jody.spate@endress.com
29. Kinetic Engineering Job Materials $96,399
Corporation
16810 Barker Springs Road
Ste. 218
Houston, TX77084
Tel: 713-686-2200
Email: alina@kineticengineering.com
30. Evolution Metal Tech LLC Job Materials $94,200
7108 East Fwy
Baytown, TX 77521
Tel: 713-815-8008
Email: Accounting@evolutionmetaltech.net
LOVE OF JESUS: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: Love of Jesus Family Church - Union, Inc.
5520 Jefferson St
West New York, NJ 07093-4640
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-14960
Debtor's Counsel: Daniel E. Straffi, Jr., Esq.
STRAFFI & STRAFFI
670 Commons Way
Toms River, NJ 08755-6431
Tel: (732) 341-3800
Fax: (732) 341-3548
Email: bkclient@straffilaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Tania T. Fuentes as president.
The Debtor listed Town of West New York - Tax Collector as its only
unsecured creditor holding a claim of $77,482.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/TEKCG4Q/Love_of_Jesus_Family_Church_-__njbke-23-14960__0001.0.pdf?mcid=tGE4TAMA
MILLIES PANCAKE: William Avellone Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 11 appointed William Avellone as
Subchapter V trustee for Millies Pancake Shoppe II, Inc.
Mr. Avellone will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Avellone declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
William B. Avellone
10 South Riverside Plaza, Suite 875
Chicago, IL 60606
Tel. (312) 273-4004
Email: bill.avellone@charteredmgt.com
About Millies Pancake Shoppe II
Millies Pancake Shoppe II, Inc. operates a breakfast and lunch
restaurant located in Addison, Ill.
Due to a pending lawsuit with one of its lenders and guaranties of
debt for related restaurants that are no longer operating, the
Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06836) on May 24,
2023. In its petition, the Debtor disclosed up to $100,000 in
assets and up to $1 million in liabilities.
Judge David D. Cleary oversees the case.
Joshua D. Greene, Esq., is the Debtor's bankruptcy attorney.
MOBIQUITY TECHNOLOGIES: Plans to Submit Hearing Request to Nasdaq
-----------------------------------------------------------------
Mobiquity Technologies, Inc. received on June 1, 2023, a delist
determination letter from the Staff of The Nasdaq Stock Market LLC
advising the Company that the Staff had determined that the Company
did not meet the terms of the extension to comply with Nasdaq
listing requirement.
As previously disclosed, on Nov. 22, 2022, Nasdaq notified
Mobiquity that it did not comply with the minimum $2,500,000
stockholders' equity requirement for continued listing set forth in
Nasdaq Listing Rule 5550(b); however, the Staff based on their
review and materials submitted on Jan. 6, 2023, granted the
Company's request for an extension until May 30, 2023, to comply
with this requirement.
The Company intends to submit a hearing request to the Nasdaq
Hearings Panel, which request will stay any delisting action by the
Staff at least until the hearing process concludes and any
extension granted by the Panel expires.
At the Panel hearing, the Company intends to present a plan to
regain compliance with the minimum stockholders' equity
requirement. In the interim, the Company's common stock will
continue to trade on Nasdaq under the symbol "MOBQ" and its common
stock purchase warrants will continue to trade on Nasdaq under the
symbol "MOBQW" at least pending the ultimate conclusion of the
hearing process.
Mobiquity said, "There can be no assurance that the Company's plan
will be accepted by the Panel or that, if it is, the Company will
be able to regain compliance with the applicable Nasdaq listing
requirements. If the Company's common stock is delisted, it could
be more difficult to buy or sell the Company's common stock or to
obtain accurate quotations, and the price of the Company's common
stock could suffer a material decline. Delisting could also impair
the Company's ability to raise capital."
About Mobiquity Technologies Inc.
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc.,
together with its operating subsidiaries, is a next generation
location data intelligence company. The Company provides precise
unique, at-scale location data and insights on consumer's
real-world behavior and trends for use in marketing and research.
Mobiquity reported a net loss of $8.06 million in 2022, compared to
a net loss of $18.33 million in 2021. As of Dec. 31, 2022, the
Company had $2.63 million in total assets, $2.65 million in total
liabilities, and a total stockholders' deficit of $10,830.
Palm Beach Gardens, FL-based D. Brooks & Associates, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has incurred
operating losses, has incurred negative cash flows from operations
and has an accumulated deficit. These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MODERN POTOMAC: Case Summary & Four Unsecured Creditors
-------------------------------------------------------
Debtor: Modern Potomac, LLC
5641 Burke Centre Parkway Suite 250
Burke, VA 22015
Business Description: Modern Potomac owns two real properties
located in Stafford, Va. valued at $1.2
million.
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
Eastern District of Virginia
Case No.: 23-10944
Debtor's Counsel: Richard G. Hall Esq.
RICHARD G. HALL
601 King Street
Suite 301
Alexandria, VA 22314
Tel: 703-256-7159
Fax: 703-941-0262
Email: Richard.Hall33@verizon.net
Total Assets: $1,200,000
Total Liabilities: $1,030,500
The petition was signed by David Guglielmi sa managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/F6DVDDI/Modern_Potomac_LLC__vaebke-23-10944__0001.0.pdf?mcid=tGE4TAMA
MR. G'S PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Mr. G's Properties, LLC
53 Clearwater Avenue
Massapequa, NY 11758
Business Description: The Debtor owns one family house located at
53 Clearwater Avenue, Massapequa, NY 11758
valued at $1.4 million.
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-72052
Judge: Hon. Louis A. Scarcella
Debtor's Counsel: Heath S. Berger, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP
6901 Jericho Turnpike
Suite 230
Syosset, NY 11791
Tel: 516-747-1136
Email: hberger@bfslawfirm.com/
gfischoff@bfslawfirm.com
Total Assets: $1,400,000
Total Liabilities: $1,307,002
The petition was signed by Shannon Gerardi as managing member.
The Debtor stated it has no creditors holding unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/5DKRXYY/Mr_Gs_Properties_LLC__nyebke-23-72052__0001.0.pdf?mcid=tGE4TAMA
MUSCLEPHARM CORP: Plan Deal Has Carve-Out for Unsecured Creditors
-----------------------------------------------------------------
Musclepharm Corporation submitted a Plan of Reorganization and a
Disclosure Statement.
The Plan is the culmination of months-long negotiations between the
Debtor and its main creditor constituencies in its Chapter 11 Case,
namely the Committee, Empery, and White Winston. After several
months of contentious disputes among the parties that jeopardized
the Debtor's ability to monetize its assets and file a chapter 11
plan, the Debtor, the Committee, Empery and White Winston reached a
global settlement among them resulting in compromises of millions
of dollars of claims that eliminate the major stumbling blocks the
Debtor confronted to move its Chapter 11 Case forward.
On May 18, 2023, the Debtor, the Committee, Empery, and White
Winston entered into that certain Plan Support Agreement, which
provides the framework for the Plan.
Pursuant to the Plan Support Agreement, the Debtor's largest
secured creditor, Empery, as agent for MP Collateral, agreed to cap
its prepetition secured claim for the Empery Loans at $18 million
and carveout any recovery above $12 million for the benefit of
general unsecured creditors, which proceeds will be used in part to
establish a litigation trust to pursue the estate's claims against
the Debtor's current and former directors and officers, including
Ryan Drexler. Moreover, if Empery purchases the Debtor's assets
pursuant to a credit bid, general unsecured creditors will receive
20.0% of the equity in the purchaser entity.
Under the terms of the Plan Support Agreement, White Winston has
filed a proof of claim for in excess of $8 million, has agreed to
forgo any distribution from the proceeds from the sale of the
Debtor's assets, and in turn, will receive 100% of the equity
interests in the Reorganized Debtor, which will be vested with
certain of the estate's causes of action against the Debtor's
directors and officers that arose on or before December 31, 2018.
General unsecured creditors will receive 30 percent of any net
recoveries obtained by White Winston from such causes of action.
In summary, the Plan Support Agreement and the global settlement
contained therein provide for the sale of the Debtor's assets and
an agreed upon distribution waterfall of sale proceeds. It also
facilitates the filing of the Plan to provide an exit from the
bankruptcy process.
The Debtor will be conducting an auction and sale of its Assets to
the highest and best bidder in order to maximize the value of its
estate. In parallel to the sale process, the Debtor will seek
confirmation of the Plan to distribute the proceeds from the sale
of assets. The proceeds will be distributed in accordance with the
terms of the Plan, whereby Empery will be contributing a
significant portion of its pro rata portion of the proceeds to the
general unsecured creditors. White Winston, in turn, will not
receive any proceeds from the sale on account of its claim (thus
removing over $8 million in claims from the pool of general
unsecured creditors), but will instead receive 100% of the equity
interests in the Reorganized Debtor, which shall be vested with the
White Winston D&O Claims. The Debtor understands that White
Winston will also take all appropriate and reasonable steps
necessary to preserve the Debtor's prepetition net operating
losses.
Under the Plan, Class 5 General Unsecured Claims total $24,025,970.
Class 5 shall consist of all allowed Non-Priority General
Unsecured Claims. None of the Empery Parties, any defendants in the
WW Adversary Proceeding or White Winston Parties (nor any of their
affiliates or any of the individual noteholders) shall have a Class
5 Claim. The Litigation Trust reserves all rights, claims, and
defenses with respect to Class 5 Claims, including all rights to
seek subordination of such claims pursuant to section 510 of the
Bankruptcy Code and to enforce any applicable subordination
agreements pursuant to section 510(a) of the Bankruptcy Code. Each
holder of an Allowed General Unsecured Claim shall receive its pro
rata share of a beneficial interest in the Litigation Trust. Class
5 is impaired.
Class 6 White Winston Claims total $8,630,261. Subject to the
occurrence of the Plan Effective Date (or, if both the Effective
Date has not occurred and the Empery Payoff Amount is paid in full
from the Net Sale Proceeds on or before August 31, 2023, upon entry
of the Confirmation Order) the WW Settlement Agreement shall be
deemed an executory contract that the Debtor shall reject under the
Plan pursuant to section 365 of the Bankruptcy Code. White Winston
shall have an allowed unsecured claim of $8,630,261.00. The allowed
unsecured claim shall be treated as follows:
a. 100% (or such other amount as White Winston in its sole
discretion determines) of the New Equity Interests, or, at White
Winston's election, the prepetition equity interests in the
Reorganized Debtor, shall be issued to White Winston in full and
final satisfaction of the claim in the amount of $4,630,261.00. The
rights and powers of holders of New Equity Interests shall be as
set forth in the Plan or in related documents by White Winston. It
is the intention of the Plan Proponents that the rights and powers
of holders of New Equity Interests be determined by White Winston
in connection with the "change of ownership" rules of section 382
of the IRS Tax Code, including the exceptions to the ordinary
"change of ownership" rules found in sections 382(l)(5) and (6) of
the IRS Tax Code. All provisions of the Plan shall operate to
effectuate this intention unless otherwise agreed to by White
Winston.
b. The remaining $4,000,000 of the claim (the "White Winston
Retained Claim") shall not be discharged and shall remain as a
liability of the post-confirmation Reorganized Debtor. For the
avoidance of doubt, White Winston shall not have a claim against
the Litigation Trust. Class 6 is impaired.
Prior to, on or after the Effective Date, and pursuant to the Plan,
the Debtor and the Reorganized Debtor may enter into the
restructuring transactions that are not inconsistent with the Plan
Support Agreement (each, a "Restructuring Transaction"), and may
take any actions as may be necessary or appropriate to affect a
restructuring of its business or the overall organizational
structure of the Reorganized Debtor. Provided they are consistent
with the Plan Support Agreement, the Restructuring Transactions may
include one or more sales, mergers, consolidations, restructurings,
conversions, dissolutions, transfers or liquidations as may be
determined by the Debtor or the Reorganized Debtor to be necessary
or appropriate. As of the date hereof, the actions to effect the
Restructuring Transaction may include:
* the execution and delivery of appropriate instruments of
sale, transfer, assignment, assumption or delegation of any asset,
property, right, liability, debt or obligation on terms consistent
with the terms of the Plan and having other terms for which the
applicable parties agree;
* the filing of appropriate certificates or articles of
formation, reformation, merger, consolidation, conversion or
dissolution pursuant to applicable state law; and
* all other actions that the applicable Entities determine to
be necessary or appropriate, including making filings or recordings
that may be required by applicable state law in connection with the
Restructuring Transactions and the Plan.
Attorneys for the Debtor:
Samuel A. Schwartz, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Telephone: (702) 385-5544
Facsimile: (702) 385-2741
E-mail: saschwartz@nvfirm.com
A copy of the Disclosure Statement dated May 26, 2023, is available
at bit.ly/3OLwQ7W from PacerMonitor.com.
About Musclepharm Corporation
Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:
MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- is a lifestyle company that
develops, manufactures, markets and distributes branded nutritional
supplements. It offers a broad range of performance powders,
capsules, tablets, gels and on-the-go ready to eat snacks that
satisfy the needs of enthusiasts and professionals alike.
MusclePharm filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
22-14422) on Dec. 15, 2022. In the petition filed by its chief
executive officer, Ryan Drexler, the Debtor reported assets and
liabilities between $10 million and $50 million.
The Honorable Natalie M. Cox is the case judge.
The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC
as legal counsel; Foley & Lardner, LLP as special securities
counsel; and Portage Point Partners, LLC as restructuring advisor.
Jeffrey Gasbarra of Portage Point Partners serves as the Debtor's
chief restructuring officer.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. Pachulski Stang
Ziehl & Jones, LLP and Larson &Zirzow, LLC serve as the committee's
bankruptcy counsel and Nevada counsel, respectively.
MUSCLEPHARM CORP: Seeks Approval of Disclosure Statement
--------------------------------------------------------
MusclePharm Corporation filed a motion for the entry of an order
approving the Disclosure Statement, approving the form of ballots
and proposed solicitation and tabulation procedures for the
Debtor's Plan of Reorganization, fixing the voting deadline for the
Plan, prescribing the form and manner of notice thereof, fixing the
last day for filing objections to the Plan, scheduling a hearing to
consider the confirmation of the Plan pursuant to 11 U.S.C. Sec.
1128(a) and approving Stretto, Inc. as the Debtor's solicitation
and tabulation agent.
A hearing on the Motion si scheduled for June 22, 2023, at 9:30
AM.
The Disclosure Statement contains the required adequate information
and, therefore, should be approved. In addition, the Disclosure
Statement presently contains certain information that may have to
be updated, supplemented, or modified and accordingly, the
Disclosure Statement will be supplemented as necessary prior to the
effectiveness of an order approving this Motion.
The Debtor will be using Stretto for purposes of distributing
Solicitation Packages and tabulating votes on the Plan. Stretto is
the entity that will be responsible for the distribution of
Solicitation Packages to, and tabulation of Ballots received from,
all entities. In addition, Stretto will field all inquiries on the
Plan, the Disclosure Statement, and the Voting Procedures.
The Debtor submits that the Ballot substantially complies with
Official Form No. 14 but has been modified in order to provide
clear instructions to the Debtor's creditors who are otherwise
eligible to vote on Debtor's Plan as to voting procedures, the vote
tabulation process and the effects of casting a particular Ballot.
Highlighting this important information by placing it on the
Ballots will facilitate the voting process for the Debtor's
creditors who are otherwise eligible to vote on Debtor's Plan. The
Debtor submits that these slight modifications are required in
order to ensure the accuracy, completeness and timeliness of voting
on the Plan.
Attorneys for the Debtor:
Samuel A. Schwartz, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Telephone: (702) 385-5544
Facsimile: (702) 442-9887
E-mail: saschwartz@nvfirm.com
About Musclepharm Corporation
Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:
MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- is a lifestyle company that
develops, manufactures, markets and distributes branded nutritional
supplements. It offers a broad range of performance powders,
capsules, tablets, gels and on-the-go ready to eat snacks that
satisfy the needs of enthusiasts and professionals alike.
MusclePharm filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
22-14422) on Dec. 15, 2022. In the petition filed by its chief
executive officer, Ryan Drexler, the Debtor reported assets and
liabilities between $10 million and $50 million.
The Honorable Natalie M. Cox is the case judge.
The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC
as legal counsel; Foley & Lardner, LLP as special securities
counsel; and Portage Point Partners, LLC as restructuring advisor.
Jeffrey Gasbarra of Portage Point Partners serves as the Debtor's
chief restructuring officer.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. Pachulski Stang
Ziehl & Jones, LLP and Larson &Zirzow, LLC serve as the committee's
bankruptcy counsel and Nevada counsel, respectively.
NEPHROS INC: Three Proposals Passed at Annual Meeting
-----------------------------------------------------
Nephros, Inc. held its 2023 Annual Meeting of the Stockholders on
June 1, 2023, at which the stockholders:
1. elected to the Company's Board of Directors one nominee,
Joseph Harris, to serve a three-year term expiring in 2026;
2. ratified the appointment of Baker Tilly US, LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2023; and
3. approved the compensation of the Company's named executive
officers on an advisory (non-binding) basis.
About Nephros
South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com --
provides innovative water filtration products and services, along
with water-quality education, as part of an integrated approach to
water safety.
Nephros Inc. reported a net loss of $7.11 million for the year
ended Dec. 31, 2022, a net loss of $3.87 million for the year
ended
Dec. 31, 2021, a net loss of $4.53 million for the year ended Dec.
31, 2020, a net loss of $3.18 million for the year ended Dec. 31,
2019, and a net loss of $3.32 million for the year ended Dec. 31,
2018. As of Dec. 31, 2022, the Company had $11 million in total
assets, $2.12 million in total liabilities, and $8.88 million in
total stockholders' equity.
NEW MILLENNIUM MEDICAL: Court OKs Cash Access Thru June 14
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Western Division, authorized New Millennium Medical Ltd. to use
cash collateral on an interim basis in accordance with the budget,
through June 14, 2023.
Midland States Bank has a senior valid blanket lien upon the
Debtor's assets as of the bankruptcy filing date and the cash
proceeds thereof. The Prepetition Secured Lender holds a senior
security interest in all of the Debtor's assets by way of a valid
lien duly filed of which the amount due and owing totals no less
than $210,000.
As adequate protection, the Prepetition Secured Party will be
secured by a lien to the same extent, priority and validity as
existed prior to the Petition date; that the Prepetition Secured
Party will receive a security interest in and replacement lien upon
all of the Debtor's now existing or hereafter acquired property.
In further return for the Debtor's continued interim use of cash
collateral, the Prepetition Secured Lender is granted a replacement
lien in substantially all of the Debtor's assets.
The Debtor must maintain and pay premiums for insurance to cover
the Collateral from fire, theft and water damage, and the
Prepetition Secured Lender consents to the payment of such premiums
from its cash collateral.
A copy of the Court's order and the Debtor's budget available at
https://urlcurt.com/u?l=vRT0zx from PacerMonitor.com.
The Debtor projects $49,000 in total revenue and $18,491 in total
expenses.
About New Millennium Medical Ltd.
New Millennium Medical Ltd. operates a Chiropractic practice from
its leased premises in Belvidere, IL.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-80634) on May 25,
2023. In the petition signed by Christopher Parrett, president, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Thomas M. Lynch oversees the case.
Richard G Larsen, Esq., at SpringerLarsenGreene, LLC, represents
the Debtor as legal counsel.
NORTH SHORE: Seeks Extension Until July 12 of Plan Filing Deadline
------------------------------------------------------------------
North Shore Associates, LLP moves the Court for entry of order
extending the time by which the Debtor is required to file its Plan
of Reorganization and Disclosure Statement by 37 days.
Pursuant to 11 U.S.C. s 362(d)(3), the automatic stay is applicable
to a creditor secured by the Debtor's real property terminates
unless "not later than the date that is 90 days after the entry of
the order for relief (or such later date as the court may determine
for cause. . . )" the debtor files a plan of reorganization or has
commenced monthly payments of nondefault interest. The 90th day
is June 5, 2023.
Pre-petition, J. Robert Wilson was the acting manager of the Debtor
through November 2023. Post-petition, Mr. Wilson has asserted that
he was never removed as manager of the Debtor, and has further
asserted that the Debtor did not have the corporate authority to
file its Chapter 11 case.
As a result, Mr. Wilson filed a Motion to Dismiss Case as Ultra
Vires Filing ("Motion to Dismiss") on May 2, 2023. The Debtor
timely filed its Objection on May 24, 2023.
The Motion to Dismiss involves significant contested factual issues
and will determine how the Debtor is able to proceed in this case.
If the Motion to Dismiss is granted, then there is no purpose to be
served by filing a Plan of Reorganization.
If the Motion to Dismiss is not granted, then the Debtor can
proceed with its reorganization efforts.
If a Plan of Reorganization is filed on June 5, 2023, the
confirmation process will be delayed because of the litigation over
the Motion to Dismiss, and the Plan will likely face an objection
based on the same issues raised in the Motion to Dismiss.
Accordingly, the Debtor requests the Court extend the date by which
the Debtor is required to file its Chapter 11 Plan of
Reorganization by 37 days, through and including July 12, 2023.
Counsel for the Debtor:
Keri L. Riley, Esq.
KUTNER BRINEN DICKEY RILEY, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: (303) 832-2400
E-mail: klr@kutnerlaw.com
About North Shore Associates
North Shore Associates, LLP is a single asset real estate as
defined in 11 U.S.C. Section 101(51B). It is based in Loveland,
Colo.
North Shore Associates filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
23-10808) on March 6, 2023, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The Debtor
stated it has no creditors holding unsecured claims.
Judge Joseph G Rosania Jr. oversees the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC and Eisner
Advisory Group, LLC are the Debtor's legal counsel and accountant,
respectively.
OFFSHORE SPARS: Deborah Fish Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Deborah Fish, Esq.,
managing partner at Allard & Fish, P.C., as Subchapter V trustee
for Offshore Spars Co.
Ms. Fish will be paid an hourly fee of $400 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Fish declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Deborah L. Fish, Esq.
Allard & Fish, P.C.
1001 Woodward Ave., Ste. 850
Detroit, MI 48226
Phone: (313) 961-6141
Email: dfish@allardfishpc.com
About Offshore Spars Co.
Offshore Spars Co. was established in 1976 and its primary business
is designing and manufacturing carbon fiber and composite masts and
booms for the global superyacht market. It has additional lines of
business including replacement and service of standing and running
rigging for yachts, e-commerce, and carbon fiber manufacturing for
other industries, including the aerospace and automotive
industries.
Offshore Spars filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-44657) on May
23, 2023, with as much as $50,000 in assets and $1 million to $10
million in liabilities. Offshore Spars President Eric Graczyk
signed the petition.
Judge Thomas J. Tucker oversees the case.
Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C. represents
the Debtor as legal counsel.
OPULENT VACATIONS: Court OKs Final Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah, Central
Division, authorized Opulent Vacations, Inc. to use cash collateral
on a final basis in accordance with its stipulation with the United
States Small Business Administration.
The Debtor requires funds to continue to manage and preserve its
business for the benefit of the SBA and other creditors and in
order to continue to operate as a going concern.
The Court held a hearing on the interim relief requested in the
Motion on May 18, 2023. At the interim hearing on the Motion, the
counsel for the Debtor made an oral modifications to the Motion,
(i) seeking to afford certain relief to the Utah State Tax
Commission based on the USTC's asserted interest in cash
collateral, and (ii) requiring the Debtor to include the United
States Trustee on service of the reports referenced in the motion.
The Court granted the Debtor's oral modifications at the hearing.
The SBA claims a lien and security interest in the Collateral, as
provided in the Financing Statement, and asserts that its lien
constitutes a valid, properly perfected, and enforceable lien and
security interest in the Collateral, including a perfected secured
lien on all products, proceeds, and collections generated by the
Collateral. The Debtor has consented to the validity and perfection
of the SBA's asserted lien in cash collateral.
The USTC claims an interest in the Debtor's cash collateral. To the
extent the USTC has an interest in the Debtor's cash collateral,
the USTC is adequately protected by the replacement liens and other
adequate protection rights granted thereunder.
To the extent the USTC has a valid, properly perfected, and
enforceable lien and security interest in cash collateral, the USTC
will be granted a replacement lien on all postpetition tangible and
intangible property that constitutes its cash collateral (excepting
any claims under Chapter 5 of the Bankruptcy Code, including
proceeds and products thereof, solely to the extent the Debtor's
use of cash collateral results in a diminution in the amount or
value of the USTC's secured claim (if any). This lien will be
limited to the assets which are acquired from the petition date
through the term of the agreement.
The Debtor is permitted to use cash collateral to pay current
operating expenses including payroll, rent, retainers for
professionals and fees accrued by the Subchapter V Trustee as may
be approved by the Court, and other necessary expenses incurred in
its business and as necessary for the Debtor's bankruptcy case.
A copy of the order is available at https://urlcurt.com/u?l=zoUJQM
from PacerMonitor.com.
About Opulent Vacations, Inc.
Opulent Vacations, Inc. offers high-end luxury vacation homes in
scenic destinations like Park City, Lake Tahoe, Palm Springs, San
Diego, and more.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Utah Case No. 23-21941) on May 15, 2023.
In the petition signed by Jeff Jenson, chief executive officer, the
Debtor disclosed up to $10 million in assets and liabilities.
Judge Joel T. Marker oversees the case.
Jeffrey L. Trousdale, Esq., at Cohne Kinghorn, PC, represents the
Debtor as legal counsel.
PANACEA LIFE: Board OKs Restricted Stock Agreements With Execs
--------------------------------------------------------------
The board of directors of Panacea Life Sciences Holdings, Inc.
approved the Company's entry into Restricted Stock Agreements under
the Company's Amended and Restated 2021 Equity Incentive Plan with
Leslie Buttorff, the Company's chief executive officer and member
of the Board, Lawrence J. Wert, Board member, Nick Cavarra, the
Company's president, and Nathan Berman, the Company's controller.
Pursuant to the Restricted Stock Agreements, the Company will issue
760,000 shares of the Company's common stock, par value $0.0001 to
Ms. Buttorff in lieu of her annual salary for 2023, 150,000 shares
of Common Stock to Mr. Wert in lieu of cash compensation for his
service on the Board in 2022 and 2023, 150,000 shares of Common
Stock to Mr. Cavarra in lieu of sales commissions earned in 2022,
and 50,000 shares of Common Stock to Mr. Berman in lieu of salary
increase. Fifty percent of the Common Stock issued pursuant to the
Restricted Stock Agreements will be subject to vesting
restrictions, and will vest on the one-year anniversary of the
grant date.
About Panacea
Panacea Life Sciences Holdings, Inc. formerly known as Exactus Inc.
(OTCQB:EXDI) -- http://www.exactusinc.com-- is a seed to sale
cannabinoid and nutraceutical manufacturer and research company
that produces purposeful, natural pharmaceutical alternatives for
consumers and pets. The Company manufactures and sells softgels,
gummies, tinctures, sublingual tablets, cosmetics, and other
topicals. The Company operates through its wholly-owned subsidiary,
Panacea Life Sciences, Inc., which the Company acquired in a
reverse merger in June 2021.
Panacea Life reported a net loss of $9.14 million for the year
ended Dec. 31, 2022, compared to a net loss of $4.78 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$19.49 million in total assets, $21.63 million in total
liabilities, and a total stockholders' deficit of $2.14 million.
Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 29, 2023, citing that the Company has suffered recurring
losses from operations that raises substantial doubt about its
ability to continue as a going concern.
PANCAKES OF HAWAII: Richard Emery Named Subchapter V Trustee
------------------------------------------------------------
Tiffany Carroll, Acting U.S. Trustee for Region 15, appointed
Richard Emery as Subchapter V trustee for Pancakes of Hawaii, Inc.
Mr. Emery will be paid an hourly fee of $300 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Emery declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Richard Emery
4162 Kaimanahila Street
Honolulu, HI 96816
Email: randrhawaii@gmail.com
Phone: (808) 282-8051
About Pancakes of Hawaii
Pancakes of Hawaii, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Hawaii Case No.
23-00386) on May 24, 2023, with $500,001 to $1 million in both
assets and liabilities. Judge Robert J. Faris oversees the case.
The Debtor is represented by Chuck C. Choi, Esq., at Choi & Ito.
PG&E CORP: 9th Cir. Affirms Order Confirming Chapter 11 Plan
------------------------------------------------------------
In the case captioned as In the Matter of PG&E CORPORATION; PACIFIC
GAS & ELECTRIC COMPANY, Debtors. PUBLIC EMPLOYEES RETIREMENT
ASSOCIATION OF NEW MEXICO; YORK COUNTY ON BEHALF OF THE COUNTY OF
YORK RETIREMENT FUND; CITY OF WARREN POLICE AND FIRE RETIREMENT
SYSTEM; MID-JERSEY TRUCKING INDUSTRY & LOCAL NO. 701 PENSION FUND,
Appellants, v. PG&E CORPORATION; PACIFIC GAS AND ELECTRIC COMPANY;
OFFICIAL COMMITTEE OF TORT CLAIMANTS; OFFICIAL COMMITTEE OF
UNSECURED CREDITORS, Appellees, Case No. 21-16507, (9th Cir.), the
U.S. Court of Appeals for the Ninth Circuit affirms the district
court's affirmance of the bankruptcy court's order confirming the
Chapter 11 Reorganization Plan for PG&E Corporation and Pacific Gas
and Electric Company.
On appeal, the Public Employees Retirement Association of New
Mexico, York County on Behalf of the County of York Retirement
Fund, City of Warren Police and Fire Retirement System, and
Mid-Jersey Trucking Industry & Local No. 701 Pension Fund
(collectively "PERA") challenges only the part of the Confirmation
Order approving an Insurance Deduction for Class 10A-II. PG&E and
the Official Committee of Tort Claimants oppose the appeal.
The Ninth Circuit determines that the TCC has failed to meet its
burden for dismissal under the doctrine of equitable mootness. The
Court reasons that: "First, although PERA failed to seek a stay of
the confirmation order, this fact does not require dismissal
because the court can still fashion effective relief. Second, the
Plan has been substantially consummated, which weighs in favor of
equitable relief. Third, the TCC has failed to show how innocent
third parties would be unduly affected by the appeal."
The Court explains that the relief requested would not change
PERA's or Fire Victims' ability to pursue PG&E's Side B Insurance
Coverage outside of bankruptcy, and the TCC's argument that the
relief would affect the dilution of Fire Victims' stock is
speculative. Finally, and most importantly, the Ninth Circuit finds
that the requested relief -- a modification of the Insurance
Deduction affecting only Class 10A-II -- would not require
unwinding "complex or difficult" transactions on which other
parties are entitled to rely.
The Ninth Circuit concludes that the bankruptcy court did not err
in concluding that the Insurance Deduction is consistent with
Ivanhoe Bldg. & Loan Ass'n of Newark, N.J. v. Orr, 295 U.S. 243
(1935). The Court finds that the bankruptcy court plausibly
concluded that the Insurance Deduction is necessary to prevent
double recovery. That is, recovery in excess of the full value of a
creditor's claim, because Class 10A-II claimants would be "paid in
full in shares" under the Plan, so a claimant who received money
from a third party on account of his claim "can't get the full
payment of shares." The Court explains that the reasonable
inference that the bankruptcy court drew from these facts is that
Section 1.109 sets forth a conversion formula that fully
compensates a Class 10A-II claimant for their Allowed Claim, and
PERA agreed to this conversion formula. Under Ivanhoe, if Class
10A-II will be fully compensated under the Plan, it follows that
the Insurance Deduction is necessary to ensure that Class 10A-II
will not receive more than that for which they bargained.
A full-text copy of the Memorandum dated May 16, 2023, is available
https://tinyurl.com/2d7xa24x from Leagle.com.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, faced extraordinary challenges relating to a
series of catastrophic wildfires that occurred in Northern
California in 2017 and 2018. The utility faced an estimated $30
billion in potential liability damages from California's deadliest
wildfires of 2017 and 2018.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept.
30, 2018, the Debtors, on a consolidated basis, had reported $71.4
billion in assets on a book value basis and $51.7 billion in
liabilities on a book value basis.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served
as PG&E's legal counsel, Lazard as its investment banker and
AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk
LLC is the claims and noticing agent.
PG&E has appointed James A. Mesterharm, a managing director at
AlixPartners, LLP, and an authorized representative of AP Services,
LLC, to serve as Chief Restructuring Officer. In addition, PG&E
appointed John Boken also a Managing Director at AlixPartners and
an authorized representative of APS, to serve as Deputy Chief
Restructuring Officer.
Morrison & Foerster LLP served as the Debtors' special regulatory
counsel. Munger Tolles & Olson LLP also served as special
counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
* * *
PG&E Corporation and Pacific Gas and Electric Company announced
July 1, 2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization ("Plan") that was confirmed by the United States
Bankruptcy Court on June 20, 2020.
For the benefit of fire victims, the Plan provided for a Fire
Victim Trust, which was funded with an oft-stated value of $13.5
billion, to be half in cash and half in new company PG&E common
stock. The $6.75 billion in cash was paid. With respect to the
stock consideration, 478 million shares of PG&E stock were
delivered to the Fire Victim Trust in accordance with an agreed-to
formula under the Plan.
PHIO PHARMACEUTICALS: Closes $4M Common Stock Offerings
-------------------------------------------------------
Phio Pharmaceuticals Corp. announced the closing of its registered
direct offering of 233,646 shares of common stock, at a purchase
price of $4.28 per share.
In a concurrent private placement, Phio also issued 700,935 shares
of common stock (or common stock equivalents in lieu thereof), at a
purchase price of $4.28 per share. In addition, the Company issued
in the registered direct offering and in the concurrent private
placement unregistered Series A warrants to purchase up to an
aggregate of 934,581 shares of common stock and unregistered Series
B warrants to purchase up to an aggregate of 934,581 shares of
common stock. The registered direct offering and the private
placement were priced at-the-market under Nasdaq rules.
H.C. Wainwright & Co. acted as the exclusive placement agent for
the concurrent offerings.
Each series of warrants has an exercise price of $4.03 per share
and is exercisable immediately. The Series A warrants have a term
of five and one-half years from the date of issuance and the Series
B warrants have a term of eighteen months from the date of
issuance.
Gross proceeds to the Company from the concurrent offerings are
approximately $4.0 million, before deducting the placement agent's
fees and other offering expenses payable by Phio. Phio intends to
use the net proceeds from the offering for the development of its
immuno-oncology programs, working capital and general corporate
purposes.
The shares of common stock offered in the registered direct
offering (but excluding the securities offered in the private
placement and the shares of common stock underlying the
unregistered warrants issued in the registered direct offering)
were offered and sold by the Company pursuant to a "shelf"
registration statement on Form S-3 (Registration No. 333-256100),
including a base prospectus, previously filed with the Securities
and Exchange Commission (SEC) on May 13, 2021 and declared
effective by the SEC on May 21, 2021. A final prospectus
supplement and an accompanying base prospectus relating to the
shares of common stock offered in the registered direct offering
were filed with the SEC and are available on the SEC's website
located at http://www.sec.gov. Electronic copies of the final
prospectus supplement and accompanying base prospectus may also be
obtained by contacting H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711
or e-mail at placements@hcwco.com.
The securities in the concurrent private placement described above
were offered in a transaction not involving a public offering and
have not been registered under Section 4(a)(2) of the Securities
Act of 1933, as amended and/or Rule 506(b) of Regulation D
promulgated thereunder and, along with the shares of common stock
underlying the unregistered warrants in the concurrent private
placement, have not been registered under the Securities Act or
applicable state securities laws. Accordingly, the securities in
the concurrent private placement and the shares of common stock
underlying the unregistered warrants in the concurrent private
placement may not be reoffered or resold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act and such applicable state securities laws.
Phio has agreed to file an initial registration statement with the
SEC covering the resale of the securities to be issued in the
private placement no later than 10 days following May 31, 2023 and
to use its best efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than 70 days after May 31, 2023 in the event of a "full
review" by the SEC.
About Phio Pharmaceuticals
Marlborough, Massachusetts-based Phio Pharmaceuticals Corp. --
http://www.phiopharma.com-- is a clinical stage biotechnology
company whose proprietary INTASYL RNAi technology makes immune
cells more effective in killing tumor cells. INTASYL is the only
self-delivering RNAi technology focused on immuno-oncology
therapeutics. INTASYL drugs precisely target specific proteins that
reduce the body's ability to fight cancer, without the need for
specialized formulations or drug delivery systems.
Phio reported a net loss of $11.48 million in 2022, a net loss of
$13.29 million in 2021, a net loss of $8.79 million in 2020, and a
net loss of $8.91 million in 2019. As of Sept. 30, 2022, the
Company had $15.79 million in total assets, $2.26 million in total
liabilities, and $13.53 million in total stockholders' equity.
In its Quarterly Report filed on May 11, 2023, Phio said, "The
Company has limited cash resources, has reported recurring losses
from operations since inception and has not yet received product
revenues. These factors raise substantial doubt regarding the
Company's ability to continue as a going concern, and the Company's
current cash resources may not provide sufficient capital to fund
operations for at least the next 12 months from the date of the
release of these financial statements."
PHUNWARE INC: Appoints Troy Reisner as Chief Financial Officer
--------------------------------------------------------------
Phunware, Inc. has appointed Troy Reisner as chief financial
officer, effective June 2, 2023.
Mr. Reisner will succeed Matt Aune and will become a member of the
Company's executive management team, reporting to Russ Buyse, the
Company's chief executive officer. Matt Aune will fully transition
into his role as an advisor and continue to support the Company
through Dec. 31, 2023.
Mr. Reisner is a seasoned executive with over 30 years of global
financial and operational experience. Most recently, he served as
CFO of Keystone Tower Systems where he managed the finance division
for nearly four years. Prior to that, Mr. Reisner was a Partner at
Deloitte & Touche for over 16 years where he strategically advised
clients on different financing structures, provided counsel to
Audit Committee members on corporate governance matters, worked
closely with senior leaders to interpret and manage complex areas
of accounting and SEC rules related to financial statement risk,
and more. Mr. Reisner has a Bachelor of Science (B.S.) Accounting
from Southern Illinois University Edwardsville.
"On behalf of Phunware, I'm delighted to welcome Troy as our new
CFO," said Mr. Buyse. "Troy brings a mix of strategic finance,
deal-making, and operational experience that will power Phunware
into the future. His ability to provide high-quality guidance and
counsel, especially within the financial realm, will be extremely
beneficial for our organization as we are looking to optimize costs
and maximize our working capital. We look forward to benefiting
from his insight as Phunware advances towards the next chapter of
its corporate journey."
"I am very excited to join the Phunware team as they are striving
to take mobile engagement to the next level," said Troy Reisner.
"I look forward to working with Russ and each talented person at
Phunware to help drive us forward for the benefit of our people,
our shareholders and our customers."
Mr. Buyse added: "I would also like to thank Matt for his
decade-long service to the Company. He led our finance team
through several phases of Phunware's life, from its early custom
development days to becoming a public company in 2018 to pivoting
to our Location Based SaaS Platform and acquiring Lyte. Matt was a
respected member of our executive team and will always be a friend
to the company."
In connection with his appointment, the Company entered into a
Confidential Executive Employment Agreement with Mr. Reisner, also
effective as of the Transition Date. The Employment Agreement has
an indefinite term, subject to termination by either party. The
Company may terminate the Employment Agreement at any time with or
without cause, while Mr. Reisner may terminate the Employment
Agreement by providing at least 30 days' written notice to the
Company. The Employment Agreement includes non-competition
covenants during Mr. Reisner's employment and non-solicitation
covenants applicable during and for the 24-month period following
Mr. Reisner's employment. The Employment Agreement provides for an
annual base salary of $350,000, a target annual cash bonus to be
between 20% and 150% of the base salary, with the actual award
value to be determined by the Company or the board of directors of
the Company in its sole discretion based on factors including the
strength of Mr. Reisner's performance and the performance of the
Company.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $50.89 million for the year ended
Dec. 31, 2022, compared to a net loss of $53.52 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$45.46 million in total assets, $23.55 million in total
liabilities, and $21.90 million in total stockholders' equity.
Houston, Texas-based Marcum LLP, Phunware Inc.'s auditor since
2018, issued a "going concern" qualification in its report dated
March 31, 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.
PLOURDE SAND: Seeks to Extend Plan Exclusivity to June 29
---------------------------------------------------------
Plourde Sand & Gravel Co., Inc. asks the U.S. Bankruptcy Court for
the District of New Hampshire to further extend its exclusive
period to file a Chapter 11 plan of reorganization to June 29,
2023.
The motion came after the Debtor's exclusive right to file a plan
and disclosure statement ended May 30, 2023.
The Debtor explained that it encountered a number of challenges
early in this case. The Debtor had to find, negotiate and purchase
policies of property damage and general liability insurance on an
expedited basis. The lack of liability insurance limited the
ability of the Debtor to deliver products to customers and as a
result, the Debtor lost sales.
The Debtor also believed that the public accounting firm of Hession
& Pare would assist the Debtor if the Debtor could pay for its
services going forward. The Declaration of General Manager Dawn
Plourde explains her belief that HP CPA would assist the Debtor
until the Debtor's Counsel telephoned Thomas Pare, of HP CPA, on
April 20, 2023. In that conversation, Mr. Pare told Debtor's
Counsel that HP CPA would not provide any services to the Debtor
due to staffing shortages and other commitments.
Further, the Debtor could not evaluate the possibility of a
bootstrap reorganization plan without accounting assistance. On May
9, 2023, the Court approved the employment of Elisa M. Sartori,
CPA, CIRA and Greenridge Financial Services LLC as the Debtor's
Business and Financial Consultant. Ms. Sartori has a business and
financial projection originally done by HP CPA that must be revised
substantially. Although the Debtor received pre-petition an offer
for one property, has sent a Term Sheet to a highly qualified
potential buyer of the Green Lake loan and expressions of interest
from others, it needs time to talk with the offerors.
The Debtor is represented by:
William S. Ganon, Esq.
WILLIAM S. GANNON PLLC
740 Chestnut Street
Manchester, NH 03104
Telephone: (603) 621-0833
Facsimile: (603) 621-0830
E-mail: bgannon@gannonlawfirm.com
About Plourde Sand & Gravel Co., Inc.
Plourde Sand & Gravel Co., Inc. owns eight properties located in
New Hampshire having an aggregate total value of $5.34 million.
Plourde Sand filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 23-10039) on Jan. 30, 2023. In the petition signed
by Daniel O. Plourde, sole shareholder and vice president, the
Debtor disclosed $9,192,623 in assets and $8,072,411 in
liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLC, is the Debtor's legal counsel.
POINTCLICKCARE TECHNOLOGIES: Moody's Affirms B2 Corp Family Rating
------------------------------------------------------------------
Moody's Investors Service affirmed PointClickCare Technologies
Inc.'s (PCC) corporate family rating at B2, its probability of
default rating at B2-PD and its backed senior secured first lien
credit facility at B2. Moody's also changed the outlook to stable
from negative.
In the same rating action, Moody's reassigned the CFR and PDR, as
well as the stable outlook, to PointClickCare Corp. (PCC Corp) from
PCC because the financial statements for the corporate family are
issued at PCC Corp. As such, Moody's assigned a B2 CFR, B2-PD PDR
and stable outlook to PCC' Corp, and Moody's will withdraw the CFR
and PDR at PCC. The rating of the backed senior first lien credit
facility remains assigned to PCC.
"The outlook stabilization reflects PointClickCare deleveraging
since its acquisition of Audacious Inquiry in 2021," said Moody's
Vice President Jason Mercer. "It also reflects Moody's expectation
that the company will maintain debt to EBITDA below 6x and remain
free cash flow positive for the next 12 to 18 months."
Assignments:
Issuer: PointClickCare Corp.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Affirmations:
Issuer: PointClickCare Technologies Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Backed Senior Secured 1st Lien Bank Credit Facility, Affirmed B2
Outlook Actions:
Issuer: PointClickCare Corp.
Outlook, Assigned Stable
Issuer: PointClickCare Technologies Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
PCC's rating is supported by: (1) favorable nursing and care home
demographics that support revenue and EBITDA growth; (2) a
subscription-based fee model (over 90% of revenues) that add
stability to PCC's revenue; and (3) very good liquidity, with the
asset light nature of the company's business model supporting its
ability to generate free cash flow. The company's rating is
constrained by: (1) high leverage, with debt-to-EBITDA expected to
be above 5x and interest coverage (defined as (EBITDA – Capex) /
Interest expense) around 2x through to 2024; (2) aggressive
financial policies highlighted by PCC's willingness to engage in
materially leveraging transactions; and (3) its small size and
narrow focus on the niche end market of software for skilled
nursing facilities and long-term care homes.
PCC has very good liquidity, with sources of cash around $380
million over the next four quarters compared to uses of around $9
million. PCC's sources of liquidity are $246 million in cash as of
January 31, 2023, full availability under the company's $100
million revolving credit facility (expiring 2025), and free cash
flow in excess of $35 million over the next four quarters. Uses of
cash are comprised of around $9 million of mandatory amortization
payments on the company's first lien term loan debt. The revolver
has a springing net first lien leverage ratio of 6.25x which
springs when the revolver is 35% drawn. Moody's expect PCC would be
in compliance with the covenant if tested. The next nearest
maturities are the first-lien term loans due December 2027 and the
revolving credit facility expires in December 2025.
PCC's first-lien term loans and first-lien revolver are rated B2,
in line with PCC Corp.'s CFR, because they are the only debt in the
capital structure. The revolver and term loans are pari-passu and
are secured by a first-lien pledge on substantially all the assets
of PCC Corp. and its domestic subsidiaries.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if it continues to grow its revenue
base, if its debt-to-EBITDA is sustained below 5x (over 5x expected
through to 2024) and interest coverage is sustained above 2.5x, and
if free cash flow (FCF)-to-debt is sustained above 10%.
The ratings could be downgraded if the pace of revenue and EBITDA
growth slows dramatically as a result of soft industry conditions,
if its debt-to-EBITDA is sustained above 7x (over 5x expected
through to 2024) and interest coverage trends below 1.5x, or if the
company's liquidity profile deteriorates.
Headquartered in Mississauga, Ontario, PointClickCare Corp.
provides Software as a service (SaaS) platforms that integrate
electronic health records within the critical business functions of
skilled nursing facilities in the US and Canada. The company is
privately owned by a group controlled by the company's initial
founders.
The principal methodology used in these ratings was Software
published in June 2022.
POLARITYTE INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
PolarityTE, Inc., a Delaware corporation 23-22358
1960 S. 4250 W.
Salt Lake City UT 84104
PolarityTE MD, Inc. and PolarityTE, Inc. 23-22360
1960 S. 4250 W.
Salt Lake City, UT 84104
PolarityTE, Inc., (a Nevada Corporation) 23-22361
1960 S. 4250 W.
Salt Lake City UT 84104
Business Description: PolarityTE is focused on developing
regenerative treatments for some of the most
complex wounds -- where disease burden on
patients and families is immense and current
therapeutic options are often limited or do
not exist.
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
District of Utah
Judge: Hon. Kevin R. Anderson (23-22358)
Hon. Joel T Marker (23-22360)
Hon. Peggy Hunt (23-22361)
Debtors' Counsel: Brian M. Rothschild, Esq.
PARSONS BEHLE AND LATIMER
201 S. Main Street Suite 1800
Salt Lake City UT 84111
Tel: 801-532-1234
Email: BRothschild@parsonsbehle.com
- and -
Darren Neilson, Esq.
PARSONS BEHLE AND LATIMER
201 S. Main Street Suite 1800
Salt Lake City UT 84111
Tel: 801-532-1234
Email: dneilson@parsonsbehele.com
Debtors' Equity
Noticing and
Solicitation
Agent: KURTZMAN CARSON CONSULTANTS, LLC
Debtors'
Accounting
and Financial
Advisor: ROCKY MOUNTAIN ADVISORY, LLC
PolarityTE, Inc.'s
Estimated Assets: $500,000 to $1 million
PolarityTE, Inc.'s
Estimated Liabilities: $0 to $50,000
PolarityTE MD, Inc.'s
Estimated Assets: $1 million to $10 million
PolarityTE MD, Inc.'s
Estimated Liabilities: $0 to $50,000
PolarityTE, Inc.,
(a Nevada Corporation)'s
Estimated Assets: $0 to $50,000
PolarityTE, Inc.,
(a Nevada Corporation)'s
Estimated Liabilities: $0 to $50,000
The petitions were signed by Richard Hague as CEO and president.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/TMF2AJA/PolarityTE_Inc__utbke-23-22358__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/QQQAVEA/PolarityTE_MD_Inc_and_PolarityTE__utbke-23-22360__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ROKA4XY/PolarityTE_Inc_a_Nevada_Corporation__utbke-23-22361__0001.0.pdf?mcid=tGE4TAMA
POWER ON INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Power On, Inc.
1001 N Highway 183
Liberty Hill, TX 78642
Business Description: Power On is a residential electrical
contractor focusing on solar and power
backup systems.
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-10404
Judge: Hon. Shad Robinson
Debtor's Counsel: Robert C Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Email: notifications@lanelaw.com
Total Assets: $413,618
Total Debts: $1,637,468
The petition was signed by Richard Scardino as director.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/PLBY6SQ/Power_On_Inc__txwbke-23-10404__0001.0.pdf?mcid=tGE4TAMA
PROTECH METALS: Court OKs Cash Collateral Access Thru June 16
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, Greensboro Division, authorized Protech Metals, LLC to
use cash collateral on an interim basis in accordance with the
budget, with a 10% variance, through June 16, 2023.
The Debtor has indicated it is dependent upon the use of the cash
collateral to pay on-going costs of operating the business and
insuring, preserving, repairing and protecting all of its tangible
assets.
The Debtor's bank accounts are subject to:
-- a lien by NowAccount Network Corporation based on a UCC-1
financing statement filed on July 28, 2022.
-- a lien by Carolina Business XChange d/b/a Sunbelt Business
Brokers of Durham based on filed UCC-1 financing statement filed on
August 1, 2022.
-- a lien by CT Corporation System based on filed UCC-1
financing statement filed on September 12, 2022.
-- a lien by CT Corporation System based on filed UCC-1
financing statement filed on September 22, 2022.
-- a lien by Corporation Service Company based on filed UCC-1
financing statement filed on December 13, 2022.
NowAccount Network Corporation, Carolina Business XChange d/b/a
Sunbelt Business Brokers of Durham, CT Corporation System, and
Corporation Service Company assert a secured interest in the
deposit accounts, which would constitute "Cash Collateral" as that
term is defined in the Bankruptcy Code.
Pursuant to the Court order, the Debtor is authorized to make
payroll payments to the extent as provided in the Budget; provided
however, the Debtor is not authorized to make any payroll payments
to William R. Hall or Dr. Myra Hall in the form of wages, rents, or
other compensation.
As listed on the Budget, the Debtor is directed to make a payment
of $4,500 by June 12, 2023 to the Trust Account of Bell Davis &
Pitt P.A., which will be available for payment of the Subchapter V
Trustee's fees as may subsequently be approved in the case, or as
may be applied without approval from the Court in the event the
case is dismissed for cause prior to the review and approval of
such fees.
As adequate protection for the Secured Parties' interest in the
cash collateral, the Secured Creditors are granted a perfected
replacement lien in all postpetition assets of the Debtor of to the
same extent and priority as existed prepetition to the extent of
diminution in value of the Secured Parties' collateral occasioned
by the Debtors' use of cash collateral.
The Order will remain in full force and effect until the earlier of
(a) entry of an Order by the Court modifying the terms of the
Order, (b) entry of an Order by the Court terminating the right to
use cash collateral, (c) the effective date of any confirmed plan,
(d) a sale of substantially all assets of the estate, (e)
conversion to Chapter 7, and (f) dismissal of the case.
A further hearing on the matter is set for June 13 at 9:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=WO219e from PacerMonitor.com.
The Debtor projects $32,000 in total revenue ad $17,770 in total
expenses for the period from May 16 to June 15, 2023.
About Protech Metal Finishing
Protech Metal Finishing, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D.N.C. Case No. 23-80078) on April
27, 2023. In the petition signed by William Rickey Hall,
member-manager, the Debtor disclosed up to $50,000 in assets and up
to $500,000 in liabilities.
Judge Benjamin A. Kahn oversees the case.
Erik M. Harvey, Esq., at Bennett Guthrie PLLC, represents the
Debtor as legal counsel.
REGIONAL HOUSING: No Decline in Patient Care at Columbus Facility
-----------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her 10th
report regarding the quality of patient care provided at The
Landings of Columbus, which is operated by RHCSC Columbus AL
Holdings LLC, an affiliate of Regional Housing & Community Services
Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Landings of Columbus in
Georgia.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited the facility
on May 16. The ombudsman representative did not receive any
complaints from residents during this visit.
Residents expressed satisfaction with their care team and the care
received. They were well groomed and appropriately dressed and were
comfortable engaging with staff, the ombudsman representative
observed during the site visit. Moreover, the ombudsman
representative received no concerns about food supplies and
medications or medication security.
The patient care ombudsman is not aware of any significant change
in facility conditions or decline in resident care for this
personal care home since the last visit.
A copy of the 10th ombudsman report is available for free at
https://urlcurt.com/u?l=J2vIIC from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Gainesville
-----------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her 10th
report regarding the quality of patient care provided at The
Landings of Gainesville, which is operated by RHCSC Gainesville AL
Holdings LLC, an affiliate of Regional Housing & Community Services
Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Landings of Gainesville in
Georgia.
In her 10th ombudsman report, Ms. McNeil noted no decline in
resident care at The Landings of Gainesville since the last visit.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited the facility
on April 27. The ombudsman representative did not receive any
complaints. The quality of care appeared to be good. The ombudsman
representative observed that the new Executive Director appears to
be very involved, friendly, and approachable.
A copy of the 10th ombudsman report is available for free at
https://urlcurt.com/u?l=4tBvsZ from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Gardens of Rome
---------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her 10th
report regarding the quality of patient care provided at The
Gardens of Rome, which is operated by RHCSC Rome AL Holdings LLC,
an affiliate of Regional Housing & Community Services Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Gardens of Rome in Georgia.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited The Gardens of
Rome facility on May 16. The ombudsman representative did not
receive any complaints on this visit. The quality of care appeared
to be good and residents expressed that they feel comfortable
addressing concerns with management, according to the ombudsman
representative.
The patient care ombudsman is not aware of any significant change
in facility conditions or decline in resident care for this
personal care home since the last visit.
A copy of the 10th ombudsman report is available for free at
https://urlcurt.com/u?l=WlFlQo from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Landings of Douglas
-------------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her
tenth report regarding the quality of patient care provided at The
Landings of Douglas, which is operated by RHCSC Douglas AL
Holdings, LLC, an affiliate of Regional Housing & Community
Services Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Landings of Douglas in Georgia.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited The Landings
of Douglas facility on May 10.
The ombudsman representative reported no decline in resident care
since the last visit. The building seemed to be in good repair;
food and supplies were adequate; and staffing is stable, the
ombudsman representative noted during the site visit.
A copy of the 10th ombudsman report is available for free at
https://urlcurt.com/u?l=YU0cpD from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Savannah
--------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her
tenth report regarding the quality of patient care provided at The
Gardens of Savannah, which is operated by RHCSC Savannah AL
Holdings LLC, an affiliate of Regional Housing & Community Services
Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Gardens of Savannah in Georgia.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited the Gardens of
Savannah on May 19. Residents were happy with the care and
caregivers; facility appeared clean; and med cart was staffed,
according to the ombudsman representative.
The patient care ombudsman is not aware of any significant change
in facility conditions or decline in resident care for this
personal care home since the last visit.
A copy of the 10th ombudsman report is available for free at
https://urlcurt.com/u?l=puUdA8 from PacerMonitor.com.
The ombudsman may be reached at:
Melanie S. McNeil, Esq.
2 Peachtree Street NW, 33rd Floor
Atlanta, GA 30303
Telephone: 404-657-5327(O)
404-416-0211 (Cell)
Facsimile: 404-463-8384
Email: Melanie.McNeil@osltco.ga.gov
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REGIONAL HOUSING: No Decline in Patient Care at Social Circle
-------------------------------------------------------------
Melanie McNeil, Esq., the patient care ombudsman, filed with the
U.S. Bankruptcy Court for the Northern District of Georgia her 10th
report regarding the quality of patient care provided at The
Gardens of Social Circle, which is operated by RHCSC Social Circle
AL Holdings LLC, an affiliate of Regional Housing & Community
Services Corp.
Regional Housing & Community Services is the governing body for six
personal care homes, including The Gardens of Social Circle.
The report was filed after an ombudsman representative for the
Office of the State Long-Term Care Ombudsman visited the facility
on April 11. The ombudsman representative did not receive any
complaints.
When the ombudsman representative visited in Building I, four
residents reported that they are happy with the food, but sometimes
the food truck is late, and they run out of things. The residents
mentioned that the interim Executive Director will go to the store
and get items they need until the food truck comes. One resident
reported that the resident had a concern and addressed it with the
Executive Director. The Executive Director corrected the problem.
The patient care ombudsman reported no decline in resident care
since the last visit. The residents stated to the ombudsman
representative that they like the staff and the facility, which is
clean and tidy.
A copy of the 10th ombudsman report is available for free at
https://urlcurt.com/u?l=X2CsRl from PacerMonitor.com.
About Regional Housing & Community Services
Regional Housing & Community Services Corp. and its affiliates
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-41034) on Aug.
26, 2021. At the time of the filing, Regional Housing & Community
Services listed as much as $100,000 in both assets and
liabilities.
Judge Paul W. Bonapfel oversees the cases.
The Debtors tapped Scroggins & Williamson, P.C. as legal counsel;
GGG Partners, LLC as interim management services provider; and SLIB
II, Inc., doing business as Senior Living Investment Brokerage, as
investment banker. Kurtzman Carson Consultants, LLC is the claims,
noticing and balloting agent.
Greenberg Traurig, LLP serves as counsel for indenture trustee, UMB
Bank, N.A.
Melanie S. McNeil, Esq., at Melanie S. McNeil is the patient care
ombudsman appointed in the Debtors' cases.
REPLICEL LIFE: Incurs C$963K Net Loss in First Quarter
------------------------------------------------------
Replicel Life Sciences Inc. reported a net and comprehensive loss
of C$963,370 on C$88,434 of revenue for the three months ended
March 31, 2023, compared to a net and comprehensive loss of
C$787,331 on C$88,434 of revenue for the three months ended March
31, 2022.
As of March 31, 2023, the Company had C$1.08 million in total
assets, C$6.55 million in total liabilities, and a total
shareholders' deficiency of $5.47 million.
At March 31, 2023, the Company is in the research stage, has
accumulated losses of $43,938,240 since its inception and expects
to incur further losses in the development of its business. The
Company incurred a consolidated net loss of $963,370 during the
three-month period ended March 31, 2023. The Company will require
additional funding to continue its research and development
activities which may not be available, or available on acceptable
terms. This will result in material uncertainties which casts
substantial doubt about the Company's ability to continue as a
going concern.
Replicel said, "The Company's ability to continue as a going
concern is dependent upon its ability to generate future profitable
operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. Management has a plan in place to
address this concern and intends to obtain additional funds by
equity financing to the extent there is a shortfall from
operations. While the Company is continuing its best efforts to
achieve the above plans, there is no assurance that any such
activity will generate funds for operations."
A full-text copy of the Quarterly Report is available for free at:
https://www.sec.gov/Archives/edgar/data/1205059/000106299323012460/exhibit99-1.htm
About Replicel
RepliCel Life Sciences Inc. is a regenerative medicine company
focused on developing autologous cell therapies that treat
functional cellular deficits. The diseases currently being
addressed are chronic tendinosis, skin aging, and androgenetic
alopecia (pattern baldness).
Vancouver, Canada-based Mao & Ying LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 1, 2023, citing that the Company has accumulated losses of
$42,974,870 since its inception and incurred a loss of $743,288
during the year ended Dec. 31, 2022. These events or conditions,
along with other matters, indicate that a material uncertainty
exists that may cast substantial doubt about its ability to
continue as a going concern.
RIALTO BIOENERGY: Seeks $35MM DIP Loan from Legalist
----------------------------------------------------
Rialto Bioenergy Facility, LLC asks the U.S. Bankruptcy Court for
the Southern District of California for authority to use cash
collateral and obtain post-petition financing on a senior lien
basis, through August 18, 2023.
The Debtor seeks to obtain post-petition financing pursuant to a
Credit Agreement with Legalist, Inc. The Agreement provides the
Debtor with DIP Loans in an aggregate maximum amount of $35
million.
The Debtor seeks to use $3.5 million in DIP loans on an emergency,
interim basis unless the Court authorizes the use of cash
collateral, in which case the Debtor will not need to borrow money
on an emergency basis.
The DIP Agreement is scheduled to mature through the earliest to
occur of (a) 18 months after the Effective Date, subject to two
three-month extensions so long as no Event of Default is then
continuing with an additional 2% per year interest accruing during
such extensions, (b) the Debtor's exit from bankruptcy, (w)
repayment in full of all outstanding DIP Loans, (c) the
acceleration of the DIP Loans following an Event of Default, and
(d) the Debtor's termination of the DIP Commitment pursuant to
Section 2.09 of the Credit Agreement.
The Debtor is required to comply with certain milestones.
Specifically, the Debtor must either:
(1) Not later than either (a) three months prior to the
then-scheduled Maturity Date or (b) a later date as may be approved
by the Bankruptcy Court in a motion to extend exclusivity, file a
plan of reorganization and related disclosure statement with the
Bankruptcy Court that provides for repayment of the DIP Loans in
full; or
(2) Not later than 30 days prior to the then-scheduled
Maturity Date, file a motion with the Bankruptcy Court seeking the
Bankruptcy Court's approval of any transaction that would result in
repayment of the DIP Loans in full by the time of the occurrence of
the Maturity Date.
UMB Bank, N.A., as trustee, is the Debtor's sole secured creditor
under the Indenture dated January 1, 2019, by and between the
California Pollution Control Financing Authority and the Bond
Trustee, relating to the issuance and delivery of $117.2 million
aggregate principal amount of California Pollution Control
Financing Authority Solid Waste Disposal Revenue Bonds (Rialto
Bioenergy Facility, LLC Project) Series 2019 (AMT) (Green Bonds).
The Debtor's multi-feedstock bioenergy facility became operational
around January 2021. However, the COVID-19 pandemic caused a number
of significant financial issues for the Debtor:
-- The Debtor experienced cost overruns and delays with
respect to the construction, improvement, maintenance and
operations of its facility.
-- The closure and decline of sales by businesses caused by
the pandemic including restaurants and other food related
businesses led to a significant decline in organics waste volumes
that are necessary to producing renewable natural gas.
-- The timing of the construction and commencement of
operations of the facility was designed to be aligned with the
timeframe originally envisioned by SB 13838 and RecycLA -- a
commercial and multifamily waste collection franchise established
by the City of Los Angeles -- for the implementation and
enforcement by jurisdictions such as the City of Los Angeles of
regulations requiring businesses to divert organic waste to
facilities such as the Debtor.
However, as a result of the pandemic, the implementation and
subsequent enforcement of SB 1383 was delayed. The Debtor
originally anticipated that the City of Los Angeles would pass an
ordinance implementing the mandates of SB 1383 in 2021, but as a
result of the closure of and other negative impacts experienced by
businesses due to the pandemic, an ordinance was not passed until
December 2022, notices of non-compliance were not provided to waste
generators until March 2023, and penalties for noncompliance by
waste generators will not be enforced until January 2024.
The acquisition, construction, rehabilitation, renovation,
installation, improvement and equipping of the Debtor's
state-of-the-art facility was financed by a combination of the
Debtor contributions totaling approximately $10 million, grants
totaling approximately $35 million from various State and Federal
agencies, and the Bonds issued by the Authority, which is a
political subdivision and public instrumentality of the State of
California, in the principal amount of $117.2 million.
Given the financial challenges caused by the pandemic and the
delayed enforcement of law by the City of Los Angeles, the Debtor
has been operating at a loss. The Debtor's members have
collectively contributed an additional $55 million to continue to
fund the Debtor's operations and fulfill the Debtor's debt service
obligations, however, the members are no longer in a position to
provide additional funds to the Debtor, and without additional
funding and reorganization, the Debtor is unable to continue to
service its debts, including to its bondholders which would result
in default and exercise of harsh remedies by the bondholders.
To assist the Debtor to find solutions to its financial issues,
pre-petition, the Debtor hired B. Riley Securities, Inc. as its
financial advisors, which has played a key role in preparing a
valuation of the Debtor's facility, and locating suitable
financing. As set forth in the Declaration of Craig Jacobson filed
concurrently herewith and the Valuation Analysis attached thereto,
B. Riley Advisory Services (an affiliate of B. Riley) has
determined that the Debtor's facility has a current value of $196.6
million. The Debtor also has cash of approximately $15.7 million.
The Debtor requires the use of cash collateral and DIP financing to
continue to operate its business.
As adequate protection for the Debtor's use of cash collateral, the
Debtor proposes to provide to UMB the Adequate Protection Liens.
A copy of the motion is available at https://urlcurt.com/u?l=rYcOuM
from PacerMonitor.com.
About Rialto Bioenergy Facility, LLC
Rialto Bioenergy Facility, LLC owns and operates an extremely
valuable, state-of-the-art, multi-feedstock bioenergy facility in
Rialto, California, that converts organic waste, such as food
waste, yard waste, and biosolids into carbon-negative renewable
natural gas, with capability to also generate renewable electricity
and soil amendment/fertilizer. The facility, the largest in North
America and valued at $196.6 million, utilizes anaerobic digestion
technology to convert the organic waste received from waste haulers
into renewable natural gas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-01467) on May 25,
2023. In the petition signed by Yaniv Scherson, vice president, the
Debtor disclosed up to $500 million in both assets and
liabilities.
Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchik LLP,
represents the Debtor as legal counsel. B. Riley Securities, Inc.
serves as the Debtor's financial advisor.
UMB Bank, N.A. as Indenture Trustee is represented by:
Nahal Zarnighian, Esq.
Ballard Spahr LLP
2029 Century Park East, Suite 1400
Los Angeles, CA 90067-2915
ROCKING M MEDIA: Seeks to Extend Plan Exclusivity to Sept. 26
-------------------------------------------------------------
Rocking M Media, LLC and its affiliates ask the U.S. Bankruptcy
Court for the District of Kansas to further extend their exclusive
periods to file a Chapter 11 plan of reorganization and to solicit
acceptances thereof to September 26 and November 24, 2023,
respectively.
This the Debtors' fourth motion to extend exclusivity period. On
April 28, 2023, the Bankruptcy Court entered an Order extending the
exclusivity periods of 11 U.S.C. Section 1121(b) and (c) to June 7
and September 5, 2023, respectively.
The Debtors explained that the facts and circumstances in the case
demonstrate more than sufficient cause to extend the exclusivity
period:
a. Since the Petition Date, the Debtors have been diligently
working toward rehabilitating their business and negotiating and
developing a plan;
b. The Debtors are paying their undisputed bills as they
become due. Since the Petition Date, the Debtors have paid their
vendors in the ordinary course of business. As such, the requested
extension of the Exclusivity Periods will not jeopardize the rights
of Debtors’ creditors during the Chapter 11 cases;
c. The Debtors have made progress in their negotiations with
creditors, and they are not seeking to pressure creditors. On the
contrary, Debtors are requesting an extension of the Exclusivity
Periods to allow the restructuring process to continue unhindered
by competing plans. Distributions will likely be greater if the
debtors have more time to negotiate;
d. The Debtors have made considerable progress and continue to
work diligently toward their timely emergence from Chapter 11; and
e. The Debtors are working to resolve objections and finalize
the closing of the sold stations.
The Debtors are represented by:
Sharon L. Stolte, Esq.
SANDBERG PHOENIX & VON GONTARD P.C.
4600 Madison Avenue, Suite 1000
Kansas City, MO 64112
Telephone: (816) 627-5543
Facsimile: (816) 627-5532
E-mail: sstolte@sandbergphoenix.com
About Rocking M Media
Rocking M Media, LLC and its affiliates own and operate radio
stations, radio networks, and digital media platforms that provide
music, news, sports, and weather to its listeners and viewers.
Rocking M Media supports local, regional, and national businesses
and organizations across the State of Kansas as well as Nebraska,
Colorado, Oklahoma, and Texas.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 22-20242) on March 26,
2022. In the petition signed by Monte M. Miller, chief executive
officer, the Debtors disclosed up to $1 million in assets and up to
10 million in liabilities.
Judge Dale L. Somers oversees the cases.
The Debtors tapped Sharon L. Stolte, Esq., at Sandberg Phoenix &
von Gontard PC as legal counsel and AdamsBrown, LLC as accountant.
Creditors Kansas State Bank of Manhattan, Belate LLC, and Farmers
and Merchants Bank of Colby are represented by Stinson LLP, Spencer
Fane LLP, and Hite, Fanning & Honeyman LLP, respectively.
The U.S. Trustee for Region 20 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on July 7,
2022. Loeb & Loeb, LLP and Dundon Advisers, LLC serve as the
committee's legal counsel and financial advisor, respectively.
SAMSONITE INT'L: Moody's Rates New Secured First Lien Loans 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Samsonite
International S.A.'s ("Samsonite") proposed senior secured first
lien revolving credit facility and Ba1 ratings to Samsonite IP
Holdings S.ar.l's proposed new senior secured first lien term loan
credit facility ratings. Samsonite existing ratings including the
company's Ba2 Corporate Family Rating, SGL-1 speculative grade
liquidity rating and stable outlook are not affected.
The transaction that is expected to close in June will see
Samsonite issue a new $800 million senior secured term loan A (TLA)
that matures in 2028 and a $600 million senior secured term loan B
(TLB) that matures in 2030. The company will also put in place a
new $850 senior secured revolving credit facility (RCF) that
expires in 2028 to replace the existing $850 million RCF expiring
in 2025. The company will use proceeds from the new term loans,
$78.0 million of cash, and a $100.0 million revolver draw to repay
the debt outstanding on the existing $570 million term loan A,
$533.3 million term loan B, and $461.8 incremental term loan B as
well as an anticipated $13 million in financing costs. The new
revolver and term loans will have largely the same guarantees and
collateral as the existing loans and there are multiple permitted
borrowers under the revolver.
Moody's considers the transaction a credit positive because it will
reduce debt by approximately $65 million and extend the maturity
profile without materially increasing cash interest expense. These
factors improve liquidity and reduce leverage. The SGL-1 rating
reflects Moody's expectation that the company will maintain very
good liquidity including roughly $493 million of cash on hand and
roughly $750 million of availability on the new revolver at close.
Moody's anticipates the company will use the roughly $130-$140
million of projected free cash flow to repay the revolver balance.
Moody's expects debt-to-EBITDA will decline to 2.9x by year-end
2023 (Moody's adjusted) from 3.8x for the 12 months ended March 31,
2023 due to the debt repayment and earnings growth.
There is no effect on the Ba2 CFR or stable outlook because the
projected decline in leverage was anticipated in the May 31, 2023
rating affirmation, and the company remains vulnerable to cyclical
shifts in discretionary consumer spending.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity up to the greater of $600 million and
100% of adjusted EBITDA, plus unused capacity reallocated from the
general debt basket, plus unlimited amounts subject pro forma first
lien net leverage less than or equal to 3.75x (if pari passu
secured). No portion of the incremental may be incurred with an
earlier maturity than the initial term loans.
The credit agreement permits the transfer of assets to unrestricted
subsidiaries, up to the carve-out capacities, subject to "blocker"
provisions which include restrictions on the disposition (whether
pursuant to a sale, exclusive license, transfer, investment,
restricted payment or otherwise) of intellectual property that is
material to the business of Samsonite and its restricted
subsidiaries, taken as a whole, to unrestricted subsidiaries.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases.
There are no express protective provisions prohibiting an
up-tiering transaction.
Assignments:
Issuer: Samsonite International S.A.
Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba1
Issuer: Samsonite IP Holdings S.ar.l
Senior Secured 1st Lien Term Loan, Assigned Ba1
RATINGS RATIONALE
Samsonite's Ba2 CFR reflects the company's market leading position
in luggage, brand strength and geographic diversification.
Operating performance is nearing pre-pandemic levels coinciding
with the lifting of travel restrictions and increased demand for
consumer and business travel and luggage. Samsonite's focus on
reducing fixed costs including streamlining the retail store base
to lower lease expense has translated to Moody's adjusted EBITDA
margin recovering above 2019 levels in 2022. While leverage remains
high, Moody's anticipates debt-to-EBITDA will decline to 2.9x by
year-end 2023 (Moody's adjusted) from 3.8x for the twelve months
ended March 31, 2023 fueled by debt repayment and a recovery in
international and business travel including China lifting travel
restrictions.
Nevertheless, Samsonite's products are discretionary and sensitive
to declines in the economic cycle as consumers reduce spending when
household income falls. Samsonite's focus on maintaining ample
liquidity to navigate market slowdowns supports the credit profile
though it does not mitigate earnings and leverage volatility.
Financial policy is supportive of maintaining sufficient liquidity
to manage through cycles as evidenced by the company suspending its
cash distribution to shareholders during the pandemic and the
company's 2.0x net leverage target (based on the company's
calculation; 2.53x as of March 31, 2023) that indicates a continued
focus on reducing leverage. Moody's would expect leverage to
temporarily increase above these levels following an acquisition.
Moody's expects solid adjusted free cash flow (after cash
distributions to shareholders and treating lease principal payments
as an outflow from capital expenditure) at around $130-$140 million
annually should management reinstate cash distributions to
shareholders in 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Samsonite's
operating performance will continue to improve over the next 12-18
months as sales return to prepandemic levels on a net basis in 2023
(up mid-teens on an organic basis relative to 2019) supported by
global growth in travel, particularly Asia due to the lifting of
China's lock-down policies and travel restrictions. The stable
outlook also reflects the company's very good liquidity and at
least $130 million of free cash after cash distributions to
shareholders that will likely be reinstated in 2024.
Moody's could upgrade the rating if the travel sector returns to a
period of long-term stability. An upgrade would also require a
stable EBITDA margin, strong and consistent free cash flow,
debt/EBITDA below 3.0x and very good liquidity. Greater clarity
that the company can withstand downturns in the travel cycle
without material deterioration in revenue, EBITDA margin, and
leverage is also necessary for an upgrade.
The ratings may be downgraded if there is a material decline in
profitability or operating performance such that free cash flow
falls below $80 million on a sustained basis as a result of lower
discretionary consumer spending, rising costs or increased
competition. The rating may also be downgraded if there is a
deterioration in liquidity or debt/EBITDA is sustained above 4.0x.
ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS
Samsonite International S.A.'s Credit Impact Score (CIS-3)
indicates that ESG considerations have a limited impact on the
current credit rating with potential for greater impact over time.
As with most consumer durables companies, Samsonite faces
environmental risks related to carbon transition, waste and
pollution, and natural capital reliance mostly through the use of
energy and raw materials in the production process and due to
capital needs related to the disposal of its end products. The
company is also exposed to social risks related to health and
safety and responsible production. The company's moderate
governance practices in the context of the company's business
profile positions it below average and reflects risks related to
balancing capital requirements across acquisitions, cash
distributions to shareholders, and debt repayment, as applicable.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Samsonite is a designer, manufacturer and distributor of luggage,
travel accessories and bags worldwide. Samsonite offers luggage,
business, computer, outdoor and casual bags and travel accessories.
Major brands include Samsonite, American Tourister and Tumi.
Consolidated net sales for the twelve months ended March 31, 2023
were $3.2 billion. Before the negative impact of the pandemic, the
company had sales of $3.6 billion for the year-ended December 31,
2019. Samsonite is a widely held public company with listing in
Hong Kong.
SANOTECH 360: Exclusivity Period Extended to September 29
---------------------------------------------------------
Judge Edward L. Morris of the U.S. Bankruptcy Court for the
Northern District of Texas extended SanoTech 360, LLC's exclusive
periods to file its plan of reorganization and disclosure
statement, and to solicit acceptances thereof to September 29 and
November 30, 2023, respectively.
The Debtor's exclusive filing period was slated to expire May 30,
2023, and its exclusive solicitation period is set to expire on
July 28.
As reported by the Troubled Company Reporter, the Debtor asserted
that the extension of the exclusive periods is warranted to allow
it time to continue to market its assets and negotiate a sale that
may be incorporated into a viable plan.
About SanoTech 360, LLC
SanoTech 360, LLC manufactures high-quality, advanced electrostatic
sprayers designed to apply disinfectant more efficiently than
conventional methods.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40261) on January 29,
2023. In the petition signed by George R. Robertson, chief
executive officer, the Debtor disclosed up to $50 million in both
assets and liabilities.
J. Robert Forshey, Esq., at Forshey & Prostok, LLP, represents the
Debtor as legal counsel.
SANTANDER BANK 2023-A: Moody's Assigns (P)B2 Rating to Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to the
Santander Bank Auto Credit-Linked Notes, Series 2023-A (SBCLN
2023-A) notes to be issued by Santander Bank, N.A. (SBNA).
SBCLN 2023-A is the first credit linked notes transaction issued by
SBNA in 2023 to transfer credit risk to noteholders through a
hypothetical tranched financial guaranty on a reference pool of
auto loans.
The complete rating actions are as follows:
Issuer: Santander Bank, N.A.
Series: Santander Bank Auto Credit-Linked Notes, Series 2023-A
Class A-2 Notes, Assigned (P)Aaa (sf)
Class B Notes, Assigned (P)Aa2 (sf)
Class C Notes, Assigned (P)A2 (sf)
Class D Notes, Assigned (P)Baa2 (sf)
Class E Notes, Assigned (P)Ba2 (sf)
Class F Notes, Assigned (P)B2 (sf)
RATINGS RATIONALE
The rated notes are fixed-rate obligations secured by a cash
collateral account. There is also a letter of credit in place to
cover up to five months of interest in case of a failure to pay by
Santander Bank, N.A. or as a result of a FDIC conservator or
receivership. This deal is unique in that the source of principal
payments for the notes will be a cash collateral account held by a
third party with a rating of A2 or P-1 by Moody's. SBNA will pay
principal in the unlikely event that the cash collateral account
does not have enough funds. The transaction also benefits from a
Letter of Credit provided by a third party with a rating of A2 or
P-1 by Moody's. As a result, the rated notes are not capped by the
LT Issuer rating of Santander Bank, N.A. (Baa1).
The credit risk exposure of the notes depends on the actual
realized losses incurred by the reference pool. This transaction
has a pro-rata structure, which is more beneficial to the
subordinate bondholders than the typical sequential-pay structure
for US auto loan transactions. However, the subordinate bondholders
will not receive any principal unless performance tests are
satisfied.
The ratings are based on the quality of the underlying collateral
and its expected performance, the strength of the capital
structure, and the experience and expertise of Santander Consumer
USA Inc. as the servicer.
Moody's median cumulative net loss expectation for the 2023-A
reference pool is 2.25% and a loss at a Aaa stress of 8.50%. The
median cumulative net loss at 2.25% for 2023-A is 0.25% higher than
that assigned for 2022-C and the loss at a Aaa stress at 8.50% for
2023-A is 0.50% higher than that assigned for 2022-C, the last
transaction Moody's rated. Moody's based its cumulative net loss
expectation on an analysis of the credit quality of the underlying
collateral; the historical performance of similar collateral,
including securitization performance and managed portfolio
performance; the ability of Santander Consumer USA Inc. to perform
the servicing functions; and current expectations for the
macroeconomic environment during the life of the transaction.
At closing, the Class A-2, B notes, Class C notes, Class D notes,
Class E notes and Class F notes benefit 12.00%, 8.15%, 6.95%,
5.45%, 4.50%, and 2.75% of hard credit enhancement, respectively.
Hard credit enhancement for the notes consists of subordination.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
November 2022.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Moody's could upgrade the Class B, Class C, Class D, Class E, and
Class F notes if levels of credit enhancement are higher than
necessary to protect investors against current expectations of
portfolio losses. Losses could decline from Moody's original
expectations as a result of a lower number of obligor defaults or
appreciation in the value of the vehicles securing an obligor's
promise of payment. Portfolio losses also depend greatly on the US
job market and the market for used vehicles. Other reasons for
better-than-expected performance include changes to servicing
practices that enhance collections or refinancing opportunities
that result in prepayments.
Down
Moody's could downgrade the notes if given current expectations of
portfolio losses, levels of credit enhancement are consistent with
lower ratings. Credit enhancement could decline if realized losses
reduce available subordination. Moody's expectation of pool losses
could rise as a result of a higher number of obligor defaults or
deterioration in the value of the vehicles securing an obligor's
promise of payment. Portfolio losses also depend greatly on the US
job market, the market for used vehicles, and poor servicing. Other
reasons for worse-than-expected performance include error on the
part of transaction parties, inadequate transaction governance, and
fraud.
SCF LLC: Court Extends Exclusivity Period to July 24
----------------------------------------------------
Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western
District of Tennessee extended SCF, LLC's exclusive periods to file
its chapter 11 plan and solicit votes thereon to July 24 and August
24, 2023, respectively.
This is the Debtor's third request for extension. Absent an
extension, the Debtor's exclusive filing period was slated to
expire April 24, 2023.
As reported by the Troubled Company Reporter, the Debtor explained
that it obtained authority to sell its assets to Johnson-Lancaster
and Associates, Inc., the same company currently operating at the
Debtor's business location pursuant to a management agreement.
However, the Debtor stated the sale is still pending and is
currently delayed due to certain issues related to the sale of its
business location (not owned by the Debtor). The Debtor explained
that the closing of the real estate is dependent on the closing of
the asset sale and vice versa.
The Debtor also added that plan proposal is further delayed by
certain adversary proceedings including an interpleader adversary
proceeding in which there is a motion for summary judgment
pending.
SCF, LLC is represented by:
Steven N. Douglass, Esq.
HARRIS SHELTON HANOVER WALSH, PLLC
40 S. Main Street, Suite 2210
Memphis, TN 38103-2555
Tel: (901) 525-1455
About SCF LLC
SCF, LLC provides integrated logistics and barge transportation
services on the U.S. The company is based in Adamsville, Tenn.
SCF sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. W.D. Tenn. Case No. 22-10809) on July 27, 2022. In the
petition filed by its chief financial officer, Doug Blaylock, the
Debtor listed $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Judge Jimmy L. Croom oversees the case.
Steven N. Douglass, Esq., at Harris Shelton Hanover & Walsh, PLLC
is the Debtor's counsel.
EmergeLaw, PLLC represents the official committee of unsecured
creditors appointed in the Debtor's Chapter 11 case.
SCFT2 LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: SCFT2 LLC
330 Spring Street
New York NY 10013
Business Description: The Debtor owns real property located at Lot
42, Tract 24481, City of Beverly Hills,
County of Los Angeles, California 90210
which property is commonly known as 515
Arkell Drive, Beverly Hills, California
90210.
Chapter 11 Petition Date: June 6, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-10904
Judge: Hon. Lisa G. Beckerman
Debtor's Counsel: Gabriel Del Virginia, Esq.
LAW OFFICE OF GABRIEL DEL VIRGINIA
30 Wall Street 12th Floor
New York NY 10005
Tel: 212-371-5478
Email: gabriel.delvirginia@verizon.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ron Curtis as manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MTKC73Y/SCFT2_LLC__nysbke-23-10904__0001.0.pdf?mcid=tGE4TAMA
SIGNATURE BANK: July 17 Claims Filing Deadline Set
--------------------------------------------------
The Signature Bank, New York, NY, closed Signature Bank, New York,
New York, ("Failed Institution") and appointed the Federal Deposit
Insurance Corporation ("FDIC") as receiver to handle all matters
relating to the failed institution.
All creditors having claims against the Failed Institution must
submit their claims in writing, together with proof of claims, to
the Receiver on or before July 17, 2023. You must submit a proof
of claim from via our interface FDIC Claims Portal at
https://resolutions.fdic.gov/claimsportal/s/, the FDIC website at
https://www.fdic.gov/resources/forms/deposit-claims-and-asset-sales/index.html,
or by calling 972-761-8677.
Claims may be submitted through FDIC claims portal, or mailed to:
FDIC as Receiver of
Silicon Valley Bank N.A.
6000 Pearl Street, Suite 700
Dallas, TX 75201
Attention: Claim Agent 10540
SILVER TRIDENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Silver Trident Distributions LLC
2453 N Pinewood Ln
Conroe, TX 77306-5551
Business Description: The Debtor owns a one-stop shop for all
auto detailing chemicals including waxes,
polishes, and sealants.
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-32141
Judge: Hon. Jeffrey P. Norman
Debtor's Counsel: Michael L. Hardwick, Esq.
MICHAEL HARDWICK LAW, PLLC
2200 North Loop West Ste 345
Houston TX 77018-1757
Tel: (832) 930-9090
Email: michael@michaelhardwicklaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Virendra A. Patel as owner.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/W2NDKZY/Silver_Trident_Distributions_LLC__txsbke-23-32141__0001.0.pdf?mcid=tGE4TAMA
SNOW MASS: Kathleen DiSanto Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen L. DiSanto, Esq.,
at Bush Ross, P.A., as Subchapter V trustee for Snow Mass Property,
LLC.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About Snow Mass
Snow Mass Property, LLC, a company in Fort Myers, Fla., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-00575) on May 23, 2023. In the
petition signed by its managing member, Al Mueller, the Debtor
disclosed $1 million to $10 million in both assets and
liabilities.
Judge Caryl E. Delano oversees the case.
Jonathan Bierfeld, Esq., at Martin Law Firm is the Debtor's
counsel.
SOUTHEAST SUPPLY: Moody's Alters Outlook on 'B1' CFR to Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Southeast
Supply Header, LLC (SESH) including its B1 corporate family rating,
its B1-PD probability of default, and its B1 senior unsecured
rating. Concurrently, the speculative grade liquidity (SGL) rating
was downgraded to SGL-4 from SGL-2. The outlook is revised to
stable from negative.
SESH is a pipeline joint venture owned 50% by a subsidiary of
Enbridge Inc. (Baa1 stable) and 50% by Energy Transfer LP (Baa3
positive).
Affirmations:
Issuer: Southeast Supply Header, LLC
Corporate Family Rating, Affirmed B1
Probability of Default Rating, Affirmed B1-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B1
Downgrades:
Issuer: Southeast Supply Header, LLC
Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-2
Outlook Actions:
Issuer: Southeast Supply Header, LLC
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
"The stable outlook reflects Moody's view that Southeast Supply
Header's refinancing risk has been marginally reduced by an
improvement in its contracted capacity and financial position,"
stated Edna Marinelarena, Assistant Vice President. "This should
help make the pipeline, which has had difficulty extending
contracts in recent years, more viable to its two owners, who must
address next year's $400 million debt maturity on June 15, 2024",
added Marinelarena. The pipeline itself does not have the resources
or capability on its own to meet this debt maturity.
The pipeline's contracted capacity improved to about 85% at the end
of 2022 and was at about 90% contracted as of the end of Q1 2023,
based on executed contracts. This improvement drove an increase in
revenue and cash flow, resulting in stronger credit metrics
including a funds from operation (FFO) to debt ratio of about 15%
as of the last twelve months ending March 31, 2023. The represents
an improvement from the weak 6.2% exhibited at the end of 2021 when
its contracted capacity was about 65%. Moody's expect SESH's
financial performance to remain steady over the near term,
including an FFO to debt ratio ranging between 12% and 15% over the
next 12 to 18 months because the pipeline is expected to be fully
contracted for 2023.
Although the contracted capacity has improved, some new contracts
are for shorter tenors and have expiration dates in Q3 2023 through
Q4 2024 as the pipeline approaches its $400 million debt maturity
in Q2 2024. Based on executed contracts at Q1 2023, SESH's
contracted capacity for 2024 is about 68% but could rise to over
80% if the pipeline continues to see successful recontracting with
its shippers.
The B1 CFR reflects the ongoing recontracting risk because of the
shorter tenor nature of SESH's most recent contracts. Moody's
expect these shorter contract tenors to be sustained over the
medium term because shippers have shown an inclination towards
shorter term contracts in recent years. SESH's weighted average
contract life is about 4.5 years as of Q1 2023.
The downgraded of SESH's SGL to SGL-4 reflects the weak liquidity
position as the pipeline approaches its sizeable $400 million debt
maturity one year from now. The pipeline has neither the internal
cash flow or external cash sources to meet this debt obligation.
Absent parent company support to either refinance or pay off its
debt, which is not guaranteed by either parent, the pipeline would
be unable to pay off the debt and its ability to refinance the debt
on its own is highly uncertain. The pipeline does not have access
to a credit facility.
SESH's position as an intermediate pipeline has always made it more
vulnerable to competition. That said, it does have some advantages.
SESH is the primary land-based source of gas for Gulfstream Natural
Gas System L.L.C, (Gulfstream, Baa2 stable), a fully contracted
Florida gas pipeline with long-term contracts extending through
2040. Although Gulfstream has connectivity with two other
pipelines, SESH is the only connection with ability to pull supply
from the northeast, an intrinsic value to the southeast region.
This is particularly the case for the high demand Florida market,
which is dependent on Gulf Coast supply that is highly exposed to
hurricane risk.
Additionally, natural gas prices in Florida have remained elevated
when compared to the Henry Hub prices, primarily because of an
increase in liquified natural gas (LNG) exports, thereby
constraining supply. These market dynamics have benefitted SESH's
competitive position over the last two years and driven the need
for Florida utility shippers to secure diverse upstream natural gas
supply. SESH's contracts are primarily with Florida utilities
including Florida Power & Light Company (A1 stable), Duke Energy
Florida, LLC. (A3 stable) and The Southern Company (Baa2 stable).
The largest utilities in the state of Florida have largely
transitioned their fleet from coal to natural gas fired generation,
driving the high need for natural gas in the state.
Outlook
The stable outlook reflects Moody's view that SESH's recently
improved contracted capacity and financial profile has increased
likelihood that the pipeline's two parent companies will either pay
off or refinance next year's $400 million debt maturity. The
outlook further incorporates Moody's expectation that SESH will
continue to experience a steady trend of contract renewals with its
shippers due to a high need for diverse natural gas supply among
Florida and other southeast utilities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
An upgrade is unlikely while there is considerable uncertainty over
how next year's debt maturity will be addressed. SESH's rating
could be upgraded if its parent companies successfully repay or
refinance this debt. Assuming this occurs, an upgrade could also
be considered if contracts are renewed such that the pipeline
achieves a contracted capacity above 80% and sustains an FFO to
debt ratio above 13%.
Factors that could lead to a downgrade
A rating downgrade could occur if the parent companies do not act
to pay off or refinance next year's debt maturity on a timely
basis, or if the pipeline is unable to renew contracts at favorable
terms leading to a decline in revenue and cash flow that would
result in FFO to debt ratio falling below 10%.
SESH is a 287-mile header system with approximately 1.1 Bcf/d
transportation capacity extending from northern Louisiana, through
Mississippi and into Alabama where it interconnects with the
Gulfstream Natural Gas System L.L.C. (Baa2 stable). SESH is a joint
venture owned 50% by a wholly owned subsidiary of Enbridge Inc.
(Baa1 stable) and 50% by affiliates of Energy Transfer LP (Baa3
positive).
The principal methodology used in these ratings was Natural Gas
Pipelines published in July 2018.
SYSTEM ENERGY: S&P Downgrades ICR to 'BB', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on System
Energy Resources Inc. (SERI) to 'BB' from 'BBB+' and its
issue-level rating on its senior secured debt to 'BBB' from 'A'.
The negative outlook reflects S&P's view that it could downgrade
SERI by one or more notches within the next 12 months if it faces
further adverse FERC orders that weaken its financial performance,
increase its business risk, stress its liquidity, or further weaken
its assessment of Entergy's group support.
SERI recently disagreed with the administrative law judge's (ALJ)
initial decision regarding accumulated deferred income taxes (ADIT)
and cash working capital issues related to complaints filed with
the Federal Energy Regulatory Commission(FERC). Additionally, the
company's parent Entergy Corp. announced that it will continue to
evaluate SERI's financial viability in light of SERI's exposure to
ongoing litigation at the FERC.
S&P said, "We revised our assessment of SERI's group status to
moderately strategic from core. Our reassessment of group support
follows Entergy's public comments that it is continuing to evaluate
SERI's financial viability in light of SERI's litigation exposure
to ongoing complaints at the FERC. We view this statement as
significantly limiting Energy's group support for SERI and now
expect that SERI would only receive extraordinary support from
Entergy under some foreseeable circumstances."
S&P lowered its stand-alone credit profile (SACP) on SERI to 'bb-'
from 'bbb'. Over the past decade, the Louisiana Public Service
Commission (LPSC), the New Orleans City Council (NOCC), the
Arkansas Public Service Commission (APSC), and the Mississippi
Public Service Commission (MPSC) filed multiple complaints against
SERI with the FERC to request ratepayer refunds because of alleged
overbilling. In November 2022, the FERC approved a settlement that
resolved many of the complaints; however, only the MPSC agreed to
join the settlement. Based on the FERC's settlement, SERI recorded
a regulatory liability of $588 million.
In December 2022, the FERC ordered that SERI refund customers
related to SERI's sale and leaseback treatment and ADIT. SERI
determined that the customer refunds associated with the sale and
leasebacks totaled $104 million and $0 for the ADIT. Subsequently,
the LPSC, NOCC, and APSC disputed SERI's ADIT calculation,
estimating their share at about $600 million. In May 2023, the ALJ
issued its initial decision regarding a second ADIT dispute. While
SERI calculates the ALJ's initial decision as resulting in about
$250 million of customer refunds, SERI disagreed with the ALJ's
initial decision. In addition to the aforementioned litigations,
there is also a significant prudence complaint against the company
that remains outstanding.
S&P said, "Based on the many pending litigations against SERI, and
the increasing likelihood that they could result in exceptionally
high customer refunds, we revised our assessment of SERI's business
risk profile to satisfactory from strong. This reflects our view of
SERI's weakening ability to effectively manage its regulatory risk,
which could lead to significantly adverse regulatory outcomes
relative to its peers. Furthermore, Entergy's public comments that
it will evaluate SERI's financial viability is a deviation from our
prior expectation and may indicate a higher leverage tolerance
relative to our base-case forecast. To incorporate the increasing
event risk associated with the litigations and management's
potentially rising leverage tolerance, we revised our financial
policy modifier to negative from stable. Overall, the increasing
credit risks facing the company led us to lower our SACP to 'bb-'.
"The negative outlook reflects our view that we could downgrade
SERI by one or more notches within the next 12 months if it faces
further adverse FERC orders that weaken its financial performance,
increase its business risk, stress its liquidity, or further weaken
our assessment of Entergy's group support. We expect SERI's
stand-alone funds from operations to debt will be about 25% over
the next three years.
"We could lower our rating on SERI within the next 12 months if it
faces further adverse FERC orders such that we believe its customer
refunds will exceed the $588 million already recorded as a
regulatory liability. We could also lower our rating if the
company's business risk increases or we reassess downward its group
support.
"We could revise our outlook on SERI to stable and affirm our
ratings if its customer refunds are generally in line with its $588
million regulatory liability and there are no further increases in
its business risk."
ESG credit indicators: E-4, S-3, G-2
TEXSTAR COUNTRY: Court Confirms Plan
------------------------------------
The Bankruptcy Court has entered an order confirming the Plan of
Texstar Country Store, LLC in all respects pursuant to Section
1129(a) of the Bankruptcy Code.
The Plan is modified, without limitation, as follows:
a. Section 4, as it relates solely to the treatment of the Class
3A – Non-priority unsecured claims is deleted and replaced with
the following:
Class 3A consists of Allowed Claims against Debtor,
(including Claims arising from the rejection of executory contracts
and/or unexpired leases) other than: (i) Administrative Claims;
(ii) Priority Tax Claims; or (iii) Claims included within any other
Class designated in this Plan. Class 3A shall be deemed to include
those Creditor(s) holding an alleged Secured Claim against Debtor,
for which: (y) no collateral exists to secure the alleged Secured
Claim; and/or (z) liens, security interests, or other encumbrances
that are senior in priority to the alleged Secured Claim exceed the
fair market value of the collateral securing such alleged Secured
Claims as of the Petition Date.
Quarterly Payments. Each holder of an Allowed Unsecured Claim
in Class 3A shall be paid by Reorganized Debtor from an Unsecured
Creditor Pool, which pool shall be funded from the following two
sources:
1. Payment from Operations. The Reorganized Debtor shall fund
the Unsecured Creditor Pool at the rate of $350 per month from
business operations. Payments from the unsecured creditor pool
shall be paid quarterly, for a period not to exceed 42 months (14
quarterly payments) and the first quarterly payment will be due on
the 20th day of the 19th full calendar month following the last day
of the first quarter after the Effective Date.
2. Payment from Insurance Proceeds. The Reorganized Debtor
shall fund the Unsecured Creditor Pool at the rate of $400 per
month from the settlement proceeds (discussed supra) until either:
(1) all remaining holders of Allowed Class 3A Claims are paid in
full, or (2) the sum of $22,500 is paid into the Unsecured Creditor
Pool, whichever occurs first.
Estimation of Amount. Debtor estimates the aggregate of all
Allowed Class 3A Claims is less than $27,000 based upon Debtor's
review of the Court's claim register, Debtor's bankruptcy
schedules, adjustments stemming from this Court's Order re:
Critical Vendors, and anticipated Claim objections.
b. The Reorganized Debtor, as set forth in section 3.4 of the
Plan, shall pay any and all claims of a kind specified in paragraph
(2) or (3) of section 507(a) of the Bankruptcy Code the Allowed
amount of such claim in equal monthly installments during the Plan
Term commencing on the Effective Date or upon such other terms as
may be agreed upon by the holder of the claim and the Reorganized
Debtor.
c. The Reorganized Debtor shall file a report with the
Subchapter V Trustee evidencing disbursements made to the holders
of Allowed Claims semi-annually during the tenure of this
bankruptcy estate.
All objections, if any, if not withdrawn, waived, or settled at or
prior to the hearing are overruled on the merits.
Amended Plan
Texstar Country Store submitted a First Amended Plan of
Reorganization.
The Plan provides for a reorganization and restructuring of the
Debtor's financial obligations. The Plan provides for a
distribution to Creditors in accordance with the terms of the Plan
from the Debtor over the course of 5 years from the Debtor's
continued business operations.
Under the Plan, Class 3A Non-priority Unsecured Claims are
impaired. Class 3A consists of Allowed Claims against Debtor,
(including Claims arising from the rejection of executory contracts
and/or unexpired leases) other than: (i) Administrative Claims;
(ii) Priority Tax Claims; or (iii) Claims included within any other
Class designated in this Plan. Class 3A shall be deemed to include
those Creditor(s) holding an alleged Secured Claim against Debtor,
for which: (y) no collateral exists to secure the alleged Secured
Claim; and/or (z) liens, security interests, or other encumbrances
that are senior in priority to the alleged Secured Claim exceed the
fair market value of the collateral securing such alleged Secured
Claims as of the Petition Date.
Each holder of an Allowed Unsecured Claim in Class 3A shall be paid
by Reorganized Debtor from an Unsecured Creditor Pool, which pool
shall be funded from the following two sources:
1. Payment from Operations. The Reorganized Debtor shall fund
the Unsecured Creditor Pool at the rate of $350 per month from
business operations. Payments from the unsecured creditor pool
shall be paid quarterly, for a period not to exceed 42 months (14
quarterly payments) and the first quarterly payment will be due on
the 20th day of the nineteenth (19th) full calendar month following
the last day of the first quarter.
2. Payment from Insurance Proceeds. The Reorganized Debtor shall
fund the Unsecured Creditor Pool at the rate of $400 per month from
the settlement proceeds (discussed supra) until either: (1) all
remaining holders of Allowed Class 3A Claims are paid in full, or
(2) the sum of $22,500 is paid into the Unsecured Creditor Pool,
whichever occurs first.
The Debtor estimates the aggregate of all Allowed Class 3A Claims
is less than $27,0001 based upon Debtor's review of the Court's
claim register, Debtor's bankruptcy schedules, adjustments stemming
from this Court's Order re: Critical Vendors, and anticipated Claim
objections.
Class 3B Non-priority Unsecured Claim of Maverick's Country
Kitchen, LLC is unimpaired. Class 3B consists of the Allowed
Unsecured Claim of Maverick's Country Kitchen, LLC ("MCK")
respecting the loan arising from asset purchase agreement entered
into by and between Maverick's Country Kitchen, LLC, and the Debtor
and Debtor's principal, Jan Dombach, which obligation is personally
guaranteed by Mr. Dombach.
Jan Dombach, in lieu of the Reorganized Debtor, shall make all
required payments due to the holder of the Allowed Class 3B Claim.
Neither the Plan nor the Confirmation Order shall modify the terms
of the Debtor's obligation to Maverick's Country Kitchen, LLC.
The unpaid balance of such Claim shall be as reflected on the books
and records of MKC as of the Effective Date.
The Debtor estimates the amount of the Allowed Class 3B Claim is
$80,900.00 based upon the Debtor's records as reflected in its
bankruptcy schedules.
Attorneys for the Debtor:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
1255 W. 15th Street, 805
Plano, TX 75075
Tel: (972) 578-1400
Fax: (972) 346-6791
E-mail: robert@demarcomitchell.com
mike@demarcomitchell.com
A copy of the Order dated May 26, 2023, is available at
bit.ly/3ouwPut from PacerMonitor.com.
About Texstar Country Store
Texstar Country Store, LLC operates a country store in Palestine,
Texas, offering a full restaurant menu, convenience items,
groceries, and fuel. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 22-32114)
on Nov. 8, 2022. In the petition signed by its managing member, Jan
Dombach, the Debtor disclosed up to $500,000 in both assets and
liabilities.
Judge Michelle V. Larson oversees the case.
DeMarco Mitchell, PLLC and Chad T. Wilson Law Firm, PLLC serve as
the Debtor's bankruptcy counsel and special litigation counsel,
respectively.
TIMBER PHARMACEUTICALS: Adjourns Annual Meeting Until June 23
-------------------------------------------------------------
Timber Pharmaceuticals, Inc. convened and then adjourned its 2023
Annual Meeting of Stockholders being held to consider and vote on,
among other things, the election of five directors to the Board, an
amendment to the Company's 2020 Omnibus Equity Incentive Plan to
increase the number of shares of common stock authorized for
issuance thereunder from 263,179 to 449,223, and the ratification
of KPMG LLP as the Company's independent registered public
accounting firm for the year ending Dec. 31, 2023.
Present at the Annual Meeting, in person or by proxy, were holders
of 1,046,892 shares of the Company's common stock, representing
approximately 34.38% of the voting power of the holders of the
Company's issued and outstanding shares of common stock as of April
20, 2023, which constituted a quorum for the transaction of
business. Pursuant to the Company's amended and restated bylaws,
the Company's stockholders approved an adjournment of the Annual
Meeting to 1:00 p.m. Eastern Time on June 23, 2023, to allow
additional time for stockholders to vote on the proposals.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber reported a net loss and comprehensive loss of $19.38 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $10.64 million for the year ended Dec. 31,
2021. As of March 31, 2023, the Company had $6.27 million in total
assets, $4.96 million in total liabilities, and $1.31 million in
total stockholders' equity.
Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
TK CLEANING: Court Confirms Plan as Modified
--------------------------------------------
The court has entered an order confirming the Plan of TK Cleaning &
Lawn Service, LLC, as modified.
The debtor must file with the Court, pursuant to Fed. R. Bankr. P.
2015(a) and SC LBR 2015-3, until the case is closed, monthly
operating reports in a form approved by the United States trustee.
The reports must include any action taken toward cthe onsummation
of the plan.
The case must stay open until the debtor's assets are sold, as
provided in the plan, after which the debtor must file an
application for final decree, a report of substantial consummation
(no later than 14 days following the actual substantial
consummation of the plan), and a final report.
The debtor must seek court approval for the sale of its assets
outside the ordinary course of business, in accordance with the
plan.
The debtor must file objections to proofs of claim or interests
against the debtor's estate within 90 days after the entry of this
Order. Any motion requesting an extension of the 90-day period must
be filed before this period expires.
About TK Cleaning and Lawn Service
TK Cleaning and Lawn Service, LLC offers land clearing, screened
topsoil, mulch, snow removal, tree removal, lawn maintenance,
hardscaping, storm cleanup, and other landscape services.
TK Cleaning and Lawn Service filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D.S.C. Case No.
22-03485) on Dec. 19, 2022, with $1 million to $10 million in both
assets and liabilities. Troy Kelley, owner, signed the petition.
The Debtor tapped Jane H. Downey, Esq., at Moore Bradley Myers Law
Firm, PA as legal counsel; Newpoint Advisors Corporation as
financial advisor; and BNA CPAs & Advisors as accountant.
TROIKA MEDIA: CEO to Receive $750K Annual Salary Under New Contract
-------------------------------------------------------------------
Troika Media Group, Inc. and Sadiq (Sid) Toama, the Company's chief
executive officer, entered into a new employment agreement and a
new restrictive covenant agreement. The New Agreements supersede
Mr. Toama's prior Executive Employment Agreement with the Company
effective March 21, 2022, as the same was amended on Feb. 13,
2023.
Pursuant to the New Agreements, Mr. Toama will initially be
entitled to an annual base salary of $750,000 (which will be
subject to review on an annual basis) and will be eligible to
receive an annual bonus based on the achievement of annual Company
objectives and individual performance objectives, with a target
annual bonus equal to 200% of his base salary. In addition,
pursuant to the New Agreements, Mr. Toama will be entitled to a
one-time cash retention bonus in an amount equal to $2,000,000,
which will be paid on the first regularly scheduled payroll date of
the Company following May 26, 2023. The Retention Bonus is subject
to clawback if Mr. Toama's employment with the Company terminates
prior to a "Triggering Event" for any reason other than (i) a
termination by the Company without Cause (as defined in the New
Agreements), (ii) a resignation by Mr. Toama for Good Reason (as
defined in the New Agreements), or (iii) due to Mr. Toama's death
or Disability (as defined in the New Agreements).
A "Triggering Event" is defined in the New Agreements as the
earliest to occur of (x) the consummation of a Change of Control
(as defined in the New Agreements), (y) the consummation of a
refinancing, refunding or restructuring of the Company's existing
debt, and (z) February 10, 2024. The Retention Bonus is in lieu of
Mr. Toama's annual bonus for the portion of the 2023 calendar year
prior to the Triggering Event.
In the event that Mr. Toama's employment is terminated by the
Company without Cause (other than by reason of his death or
Disability), or he resigns for Good Reason, subject to his
execution and non-revocation of a release in favor of the Company,
Mr. Toama will be entitled to: (i) continued payment of his
then-current base salary until the later of (x) the date that is 12
months following such termination, and (y) Jan. 1, 2027, (ii) a
pro-rated annual bonus for the calendar year of termination, (iii)
reimbursement of COBRA premiums for up to 18 months following such
termination, (iv) immediate vesting of all then-outstanding and
unvested options, restricted shares, restricted stock units, and
any other equity awards, and (v) reasonable outplacement services
for up to 90 days. In the event that Mr. Toama's employment
terminates on account of his death or Disability, subject to his
execution and non-revocation of a release in favor of the Company,
Mr. Toama will be entitled to: (i) a pro-rated annual bonus for the
calendar year of termination, (ii) 24-months of additional vesting
of any then-outstanding and unvested options, restricted shares,
restricted stock units, or other equity awards, and (iii) continued
participation in the Company's group health insurance plans at
active employee rates for up to 18 months following such
termination.
In the event that a Change of Control occurs during Mr. Toama's
employment, all of his then-outstanding and unvested options,
restricted shares, restricted stock units, and any other equity
awards will immediately vest. In the event that his employment is
terminated by the Company without Cause or he resigns for Good
Reason, in either case, within 12 months following a Change of
Control, in addition to his severance entitlements described above,
he will be entitled to an amount equal to his target annual bonus
for the year of his termination and any other cash-based
performance awards outstanding on the date of his termination.
Pursuant to the New Agreements, Mr. Toama has agreed to customary
confidentiality and inventions assignment covenants and to be
subject to noncompete, nonsolicit and non-interference covenants
that apply during his employment and for a period of 18 months
thereafter (unless the Company fails to pay any severance benefits
when due following a termination by the Company without Cause or a
resignation by Mr. Toama for Good Reason). Further, Mr. Toama has
agreed not to make disparaging or defamatory comments about the
Company and its subsidiaries and the Company has agreed to instruct
its officers and directors not to make disparaging or defamatory
comments about Mr. Toama.
About Troika
Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com
-- is a professional services company that architects and builds
enterprise value in consumer facing brands to generate scalable
performance driven revenue growth. The Company delivers three
solutions pillars that: CREATE brands and experiences and CONNECT
consumers through emerging technology products and ecosystems to
deliver PERFORMANCE based measurable business outcomes.
Troika Media reported a net loss of $9.58 million for the six
months ended Dec. 31, 2022. Troika Media reported a net loss of
$38.69 million for the year ended June 30, 2022, a net loss of $16
million for the year ended June 30, 2021, and a net loss of $14.45
million for the year ended June 30, 2020.
UBO-TECHNOLOGIES: Court OKs Final Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Dade Division, authorized Ubo-Technologies, LLC to use cash
collateral on a final basis in accordance with the budget, with a
10% variance.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to continue its manufacturing
of ultraviolet purifying water bottles.
The Debtor's personal property is valued at $345,066.
These entities have filed UCC-1 in order of priority:
1. The U.S. Small Business Administration, UCC-1 #202003483088
filed on July 17, 2020. The SBA's claim for $124,200 is fully
secured;
2. Yardline Capital, UCC-1 #20210697610X filed on May 5, 2021.
However, Yardline has been paid in full and this UCC-1 needs to be
terminated;
3. Ouiby d/b/a Kickfurther, UCC-1 #202203041767 filed on
September 19, 2022, for a loan in the amount of $145,962. Ouiby's
claim, if the amount remains unchanged, is secured by specific
inventory as outlined in the Ouiby UCC-1 and is partially secured
in the amount of $83,648 and unsecured as to the balance of
$62,314;
4. Pay Pal Business, UCC-1 #202203068223 filed on September
21, 2022, is fully secured to the amount of $55,465;
5. Business Backer filed its UCC-1 #20230014489X on January
17, 2023, which is in the 90-day preference period prior to the
date the Debtor filed the Chapter 11 bankruptcy. The Debtor asserts
that the BB debt is unperfected, and is a voidable preference under
11 U.S.C. Section 547(b), resulting in its claim of $129,042 being
unsecured;
6. Forward Financing, LLC, filed its UCC-1 #202300316798 on
March 3, 2023, which is in the 90-day preference period prior to
the date the Debtor filed the Chapter 11 bankruptcy.
The Debtor asserts the Forward debt is unperfected, and is a
voidable preference under 11 U.S.C. Section 547(b), resulting in
its claim of $40,707 being unsecured.
The Court ruled that pursuant to 11 U.S.C. Section 361, the Debtor
will provide adequate protection payments on a monthly basis as
follows:
a. $617 per month to the SBA; and
b. $1,186 per month to Ouiby d/b/a Kickfurther; and
c. $451 per month to Pay Pal Business.
The Adequate Protection Payments will commence upon the entry of
the order and are due and payable on the same day each month
thereafter.
The Debtor will maintain insurance on the collateral, where and
when appropriate including, and in accordance with the obligations
under the loan and security documents with the Lenders, and will
provide proof of such insurance to each lender, its counsel, and
the U.S. Trustee.
The Lenders' collateral is subject to a carve-out for fees due the
U.S. Trustee and clerk of court pursuant to 28 U.S.C. section
1930.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=D4AB2g from PacerMonitor.com.
The Debtor projects $86,975 in gross income and $78,835 in total
expenses.
About Ubo-Technologies, LLC
Ubo-Technologies, LLC manufactures water bottles. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Fla. Case No. 23-12848) on April 13, 2023. In the petition
signed by Rakesh Guduru, founder and CEO, the Debtor disclosed
$327,181 in assets and $2,521,279 in liabilities.
The Hon. Bankruptcy Judge Laurel M. Isicoff oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group, P.A., represents the
Debtor as legal counsel.
UPTOWN 240: Plan Contemplates Two Scenarios
-------------------------------------------
Uptown 240 LLC submitted a Plan of Reorganization and a Disclosure
Statement.
Under the Plan, Class 7 consists of Allowed Claims of Buyers.
Class 7 is comprised of the claims of Buyers. "Buyers" is defined
under the Plan as a creditor holding a claim arising from an
unexpired, unterminated Sale Contract with the Debtor as of the
Petition Date, which generally encompasses each party to a Sale
Contract with the Debtor as of the Petition Date. Buyers are
separately classified under the Plan for the purposes of explaining
the treatment for the Buyers under Plan. The Plan contemplates two
Scenarios. Scenario 1 contemplates a partial refinance of the
Debtor with the closing of a Bridge Loan and the completion of the
construction with a subsequent construction loan. Under Scenario 2,
the Property will be sold and the proceeds distributed to creditors
in the order of priority under the Plan.
Assuming that the Debtor is proceeding under Scenario 1, Buyers may
elect to have their Sale Contract assumed by the Debtor or to
reject the Sale Contract. If the Sale Contract is assumed by the
Debtor, all terms remain in place in the Sale Contract, including
the final purchase price of the unit and any concessions or
amenities previously offered by the Debtor, such as pre-payment of
HOA dues, or any other specific terms. Rejection of the Sale
Contract terminates the Sale Contract and entitles the Buyer to
file a claim for any damages that will be treated as a Class 8
General Unsecured Claim.
The election for assumption the respective Sale Contract must be
made at the time of voting to accept the Plan. Electing for
assumption of a Sale Contract does not constitute a vote to accept
the Plan unless such vote is made in conjunction with the election.
Electing for rejection of a Sale Contract will not constitute
rejection of the Plan unless such a vote is in conjunction with the
election. If no election is made, the Sale Contract will be deemed
assumed.
If the election for assumption is made, the electing Buyer thereby
agrees that:
1. No monetary cure is due in connection with the assumption of
the Sale Contract;
2. The Debtor has provided adequate assurance of future
performance;
3. The Electing Buyer will remain bound by the terms of the Sale
Contract and will remit final payment for the purchased unit upon
issuance of a Certificate of Occupancy or as otherwise provided in
the Sale Contract;
4. The Debtor will remain bound by the terms of the Sale
Contract, including the price of the sold unit and the amenities
contemplated therewith, including prepayment of certain HOA dues as
applicable in the subject contract; and
5. The Electing Buyer is waiving any right to further payment
under the Plan.
If the Debtor is proceeding under Scenario 2, either because it is
unable to close on the Bridge Loan or is proceeding with a
pre-confirmation sale, all elections shall be null and void, all
Sale Contracts shall be deemed rejected, and all Class 7 Claimants
shall be treated as Class 8 General Unsecured Creditors. Class 7 is
impaired.
Under the Plan, Class 8 Allowed Unsecured Claims of General
Unsecured Claims total approximately $10,452,244, which amount
includes the claims of certain Buyers who have filed a Proof of
Claim as well as disputed Claims. Assuming the Debtor prevails on
two claim objections it has already identified, the Debtor
anticipates the Class 8 Claims will be reduced to $4,889,924. The
actual amount of Class 8 Claims will depend on: 1) whether the
Debtor is proceeding under Scenario 1 or 2; and 2) if the Debtor is
proceeding under Scenario 1, what Buyers elect to have their
contracts assumed. If all of the Buyers elect to have their
contracts assumed, the amount of Class 8 Claims is anticipated to
be $558,027.57. If all Buyers elect to have their contracts
rejected, the amount of Class 8 Claims is anticipated to be
approximately $6.6 million.
Scenario 1 – Refinance
If the Debtor is proceeding with a refinance through a closing the
Bridge Loan, beginning on the earlier of: 1) the eighteen month
anniversary of the Effective Date of the Plan, or 2) the date on
which the Debtor completes its first unit, the Debtor will, at the
end of each month set aside 50% of its Net Revenue into a
segregated account ("Unsecured Creditor Account"). Each time three
deposits have been deposited into the Unsecured Creditor Account,
the Debtor shall make distributions to Class 8 Creditors on a pro
rata basis. Distributions shall continue until Class 8 Creditors
are paid in full.
Assuming that the Debtor completes the first unit through the
issuance of a Certificate of Occupancy approximately eighteen
months after the Effective Date of the Plan, the Debtor anticipates
that Class 8 Claims shall be paid in full approximately 6 months
thereafter if all of the Buyers elect to have their Sale Contracts
assumed. If the Buyers reject their Sale Contracts, payment of the
Class 8 Claims will likely take longer than six months, but are
anticipated to be paid in full no later than three (3) years after
the Effective Date of the Plan.
Scenario 2 – Sale of Property
If the Debtor is proceeding with a sale of the Property, the Debtor
shall work with professionals to maximize the value of the
Property. Upon sale of the Property, the Proceeds shall be used
first to satisfy the Class 1 through 6 Claims and any
Administrative Expense Claims, and any remaining amount shall be
distributed on a pro rata basis to Class 8 Creditors.
In addition to the distributions set forth above, Class 8 shall be
entitled to receive the proceeds whether obtained by litigation or
settlement, net of attorney fees, expert fees, costs, obtained from
any Causes of Action pursued by the Debtor.
Creditors shall receive pro rata distribution of 50% of net revenue
from the final sale of condominium units starting on the earlier
of: 1) eighteen months from the Effective Date of the Plan, or 2)
final sale of the first condo unit. If the Debtor proceeds under a
sale, pro rata distribution of the sale proceeds after payment of
secured claims and administrative expense claims. Class 8 is
impaired.
Bridge Loan or Sale
Scenario 1 - Refinancing of the Debtor.
Within 5 business of the Confirmation Date or such later date as
may be set by the Court, the Debtor will be required to close a
Bridge Loan in an amount of not less than $15.7 million in funding
to the Debtor, including any holdbacks or escrowed amounts. The
amount of the new loan is subject to the amount of funds agreed to
be advanced by the new lender and the Debtor will file a notice of
the final loan amount at least (3) days prior to any hearing on
Confirmation of the Plan. The Proceeds of the Bridge Loan will be
distributed in accordance with the terms of the Plan. The Debtor
has received a Commitment Letter from Fairchild that is attached
hereto as Exhibit C. The commitment letter remains subject to
confirmation of the Plan and completion of final loan documents,
and upon closing, will provide the Debtor with a loan in the amount
of $15.7 million for a partial refinance. The proposed loan has a
variable interest rate based on the 1 month Secured Overnight
Financing Rate plus 8.81 base percental points. The proposed loan
further has an origination fee in the amount of approximately
$628,000, and includes an interest and escrow reserved that will
provide for payments of interest on the loan and other amounts,
including property taxes.
Pre- and post-Petition Date, the Debtor has met with a number of
other prospective lenders and as of the date of filing this
Disclosure Statement, has not received a better offer from any
other prospective lender. Fairchild has also provided a Conditional
Commitment Letter for a subsequent construction loan. The Debtor
therefore believes that proceeding with the proposed loan from
Fairchild will most efficiently allow it to fund the Plan and
proceed with a partial refinance and completion of the construction
as contemplated in Scenario 1. The Debtor reserves the right to
proceed with a different lender if it receives a better offer. If
the Debtor is unable to close on a Bridge Loan within 5 business
days of the Confirmation Date, then the Debtor shall immediately
proceed with Scenario 2.
Scenario 2 - Sale of the Property.
In consultation with the Committee and Secured Creditors, the
Debtor may sell the Property pursuant to 11 U.S.C. 363 prior to
confirmation of this Plan. While the Debtor shall consult with the
Committee and Secured Creditors, the Debtor retains sole discretion
to determine whether to proceed with a sale ahead of confirmation
of the Plan. Alternatively, if the Debtor does not proceed with a
pre-Confirmation Date sale and is not able to close on the Bridge
Loan within 5 days of the Confirmation Date, the Debtor shall
immediately engage a commercial real estate broker in consultation
with the Committee. For any post-confirmation sale, the Debtor will
have authority to sell the Property free and clear of liens,
claims, and encumbrances pursuant to 11 U.S.C. section 363(f), with
any liens attaching to Proceeds to the extent not paid at closing,
the listing price for the Property shall be determined by the
Debtor in its sole discretion in consultation with retained
professionals. Proceeds from any sale of the Property will be
distributed in accordance with the Plan.
The Debtor has met with Hilco Real Estate about acting as a broker
for the Property. As of the date of filing this Disclosure
Statement, no broker has been engaged by the Debtor. If a broker is
engaged pre-confirmation, an application to employ will be filed
with the Bankruptcy Court.
The Debtor's Plan is feasible based upon the Debtor's ability to
achieve the various components of the Plan. The Debtors' Plan is
contingent on the occurrence of certain events, and will not become
effective until: 1) an Order is entered confirming the Debtors'
Plan and the Order becomes final; 2) the Confirmation Date has
occurred; 3) no request for revocation of the Confirmation Order
under Bankruptcy Code section 1144 shall have been made, or if
made, remain pending; 4) and either the closing on the Bridge Loan
shall have occurred OR, if the Debtor sells the Property prior to
confirmation or the Debtor is unable to close on a Bridge Loan
within 5 days of the Confirmation Date of the Plan, the Debtor
retains a licensed broker to commence a sale process.
Assuming that the Debtor is proceeding with Scenario 1, the
feasibility of the Plan is further supported by the commitment
letter from Fairchild which would provide the Bridge Loan, and the
conditional commitment letter for the Construction Loan in the
amount of $49,200,000. As set forth on the Debtor's pro forma,
attached hereto as Exhibit B, the total cost to complete
construction on the Property, including estimated interest for the
Construction Loan is anticipated to be $58,771,192 comprised
primarily of construction costs in the estimated amount of
approximately $30 million. Funding will come primarily from the
Construction Loan, with a portion to come from the sale of a Tax
Increment Financing Bond. If the Debtor is unable to sell the Bond,
or there are cost overruns, additional funds will be available from
the sale of additional condo units.
Pre-petition, the Debtor sold approximately 40 condo units and
received $6 million in funds from the deposits for the units.
Deposits typically represented 10-20% of the final purchase price,
although some deposits were higher. Based on the increase in
property values in Summit County, the Debtor anticipates that the
sale price of subsequent units will be higher than those units
previously sold, resulting in higher deposits, and more available
funds for any construction cost overruns. Furthermore, total value
of the units upon completion is anticipated to be $69 and $73
million depending on the market when the units are sold. There will
therefore be sufficient value to pay all debts in full, including
the Bridge Loan and Construction Loan, even without a sale of the
commercial space.
In the alternative, if the Debtor is not proceeding under Scenario
1 and is instead proceeding under Scenario 2, then the Plan is
feasible as the Debtor will be retaining a broker for the purpose
of marketing and selling the Property. The sale price will
ultimately depend on the market, but given the location and the
demand for real property in the area, the Debtor anticipates that a
sale could be effectuated within four months following the
retention of a licensed broker and commencement of a sale process.
Counsel to the Debtor and Debtor in Possession:
Keri L. Riley, Esq.
KUTNER BRINEN DICKEY RILEY, P.C.
1660 Lincoln St., Suite 1720
Denver, CO 80264
Telephone: (303) 832-2400
E-mail: klr@kutnerlaw.com
A copy of the Disclosure Statement dated May 26, 2023, is available
at bit.ly/45OcAIW from PacerMonitor.com.
About Uptown 240
Uptown 240, LLC owns and operates a condominium complex in Dillon,
Colo. The residences are an exclusive collection of 80-luxury
mountain and lakeview condominiums.
Uptown 240 filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10617) on Feb.
23, 2023, with $10 million to $50 million in both assets and
liabilities. Danilo A. Ottoborgo, president of Uptown 240, signed
the petition.
Judge Thomas B. Mcnamara presides over the case.
The Debtor tapped Keri L. Riley, Esq., at Kutner Brinen Dickey
Riley, PC as legal counsel and Eide Bailly, LLP as accountant.
On April 21, 2023, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in this Chapter 11 case.
Onsager Fletcher Johnson Palmer, LLC serves as the committee's
counsel.
VANGUARD WINES: Court Confirms Reorganization Plan
--------------------------------------------------
Judge Alan M. Koschik has entered an order confirming Vanguard
Wines, LLC's First Amended Plan of Reorganization, as supplemented
and modified, is confirmed pursuant to 11 U.S.C. Sec. 1191(a).
The Debtor shall (i) no later than 14 days after the Plan's
substantial consummation file the notice required under section
1183(c)(2), and (ii) as soon as practicable after the Plan's
substantial consummation, file a motion for the case to be closed,
for the debtor's discharge, and for a final decree.
According to the First Amended Plan of Reorganization, the Debtor
intends to continue to operate its business, and represent its
brands, subsequent to confirmation of this Plan in a manner
designed to maximize its profitability while at the same time
enhancing its distribution reputation in the Ohio, Indiana and
Kentucky markets.
On a post-confirmation basis, the Debtor will fund its Plan
payments primarily through revenues derived from the sale of its
inventory, augmented by liquidity realized from draws on its
post-petition credit facility which will be, essentially, a
continuation of the DIP Facility previously approved by the Court.
Mr. Stewart will continue to manage the Debtor.
The Debtor calculates that there are $2,800,000 in Class 3 General
Unsecured Claims.
Holders of Allowed Claims in Class 3 will receive their pro-rata
share of $180,000 (the "Class 3 Distribution"). The Debtor will
make a monthly deposit of $5,000 (the "Class 3 Monthly Deposit")
into a segregated interest-bearing bank account maintained by the
Debtor (or, if the Trustee is the disbursing agent under the Plan,
to the Trustee) (the "Class 3 Escrow Account'). The Debtor (or the
Trustee) will make 6 semi-annual distributions, each in the amount
of $30,000, commencing 6 months after the Effective Date to holders
of Allowed Claims in Class 3 from the Class 3 Escrow Account and
continuing every 6 months thereafter until the end of the Plan
term. The proposed Class 3 Distribution will be the same regardless
of whether the Plan is confirmed on a consensual or nonconsensual
basis. For the purpose of clarity, a distribution under this class
treatment will be timely made provided that it is mailed by the
last day of each 6-month period within the Plan commitment period.
This treatment will pay a total of $180,000 to unsecured creditors
over the three-year commitment period. The Debtor estimates this
will result in a distribution of approximately 6.4%. No interest
will be paid on Class 3 Claims. Class 3 is impaired.
Counsel for the Debtor:
Thomas R. Allen, Esq.
Richard K. Stovall, Esq.
James A. Coutinho, Esq.
ALLEN STOVALL NEUMAN & ASHTON LLP
10 West Broad Street, Suite 2400
Columbus, OH 43215
Tel: (614) 221-8500
Fax: (614) 221-5988
E-mail: allen@asnalaw.com; stovall@asnalaw.com;
coutinho@asnalaw.com
A copy of the Order dated May 26, 2023, is available at
bit.ly/3qmbP9t from PacerMonitor.com.
About Vanguard Wines
Vanguard Wines, LLC, is an independently owned importer and
distributor of fine wines and spirits in Ohio, Kentucky and
Indiana. Vanguard operates primarily from its leased warehouse
facility in Columbus, Ohio, as well as smaller facilities in
Indianapolis, Indiana and Louisville, Kentucky. On a company-wide
basis, Vanguard has 26 employees as of the filing of its chapter 11
case.
Vanguard Wines sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 22-51200) on October 10,
2022. In the petition signed by Eric Stewart, president, the Debtor
disclosed $1,408,580 in total assets and $5,063,797 in total
liabilities.
Judge Alan M. Koschik oversees the case.
Richard K. Stoval, Esq., at Allen Stovall Neuman & Ashton LLP, is
the Debtor's counsel.
VENUE CHURCH: July 13 Hearing on Plan and Disclosures Set
---------------------------------------------------------
Judge Shelley D. Rucker has entered an order conditionally
approving the Disclosure Statement of The Venue Church, Inc.
The hearing to consider final approval of the Disclosure Statement
will be on July 13, 2023 at 10:30 A.M. in Historic U.S. Courthouse
31 E. 11th Street Chattanooga, TN 37402.
The last day for filing written acceptances or rejections of the
Plan will be on July 7, 2023.
No later than July 10, 2023, counsel for the debtor shall file a
summary of the ballots timely received, with copies of the ballots
attached to the summary.
The last date to file and serve written objections to the
Disclosure Statement and confirmation of the Plan will be on July
7, 2023.
About Venue Church Inc.
Venue Church Inc., a megachurch in Tennessee, sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn.
Case No. 22-11829) on Aug. 23, 2022. In its petition, it listed
assets of less than $5 million and more than $3 million in
mortgage, auto loan, and credit card debt.
The case is overseen by Judge Shelley D. Rucker.
The Debtor is represented by Law Office of W. Thomas Bible, Jr.
VENUS CONCEPT: Receives Noncompliance Notice From Nasdaq
--------------------------------------------------------
Venus Concept Inc. received a notice from the Listing
Qualifications Department of the Nasdaq Stock Market stating that
the Company's stockholders' equity as reported in the Company's
Form 10-Q for the period ended March 31, 2023 was below the minimum
$2,500,000 required for continued listing under Listing Rule
5550(b)(1).
The Notice has no immediate effect on the listing of the Company's
common stock. In accordance with the Nasdaq Listing Rules, the
Company has 45 calendar days to submit a plan to regain compliance
with the Minimum Equity Requirement. If the plan is accepted,
Nasdaq can grant an extension of up to 180 calendar days from May
31, 2023 for the Company to regain compliance.
The Company intends to take all reasonable measures available to
regain compliance under the Nasdaq Listing Rules and remain listed
on Nasdaq. The Company is currently evaluating its available
options to resolve the deficiency and intends to submit a plan to
regain compliance with Minimum Equity Requirement by the Nasdaq
deadline.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $43.58 million in 2022
compared to a net loss of $22.14 million in 2021. As of Dec. 31,
2022, the Company had $125.38 million in total assets, $116.64
million in total liabilities, and $8.74 million in stockholders'
equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has reported recurring net losses
and negative cash flows from operations, that raise substantial
doubt about its ability to continue as a going concern.
VIRGIN ORBIT: Representative Balks at Treatment of WARN Claims
--------------------------------------------------------------
Vladimir Boyko, on behalf of himself and all others similarly
situated (the "Representative Claimant"), submitted an objection to
Disclosure Statement for Joint Chapter 11 Plan of Virgin Orbit
Holdings, Inc. and Its Debtor Affiliates Under Chapter 11 of the
Bankruptcy Code.
On April 4, 2023, the Representative Claimant commenced an
adversary proceeding against the Defendant in this Court (the
"Adversary Proceeding"), arising out of his termination of
employment and that of about 675 other similarly situated former
employees on or about April 3, 2023 without 60 days' notice as
required by the Worker Adjustment and Retraining Notification Act,
29 U.S.C. § 2101 et seq. and the California Labor Code section
1400 et. seq. (together, the "WARN Acts"). The Adversary Proceeding
Complaint asserts claims against Defendant for alleged violation of
the WARN Acts.
The Representative Claimant does not object to approval of the
Disclosure Statement except insofar as the Disclosure Statement
mischaracterizes the priority status of the WARN claims as general
unsecured claims. The WARN claims are entitled to wage priority
status under 11 U.S.C. sections 507(a)(4) and (a)(5) because they
are wage and benefit claims arising within 180 days of the Debtors'
bankruptcy filings.
In the Disclosure Statement, the definition of "General Unsecured
Claim" includes the Representative Claimant's WARN Act Claims.
Specifically, the relevant definitions are as follows:
"General Unsecured Claim" means any unsecured Claim (other than
an Administrative Claim, a Priority Tax Claim, an Other Priority
Claim, an Intercompany Claim, or a Subordinated Claim), including
without limitation, (a) Claims arising from the rejection of
Unexpired Leases or Executory Contracts, (b) Claims arising from
any litigation or other court, administrative or regulatory
proceeding, including damages or judgments entered against, or
settlement amounts owing by, a Debtor in connection therewith, (c)
Claims on account of the outstanding balance under the Yorkville
Unsecured Notes, and (d) the WARN Act Claims.
"WARN Act Claim" means a Claim or any portion of a Claim that
seeks damages under the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. section 2101, et seq.
Attorneys for the Plaintiff and the Putative Class:
Christopher D. Loizides, Esq.
LOIZIDES, P.A.
1225 King Street, Suite 800
Wilmington, DE 19801
Telephone: (302) 654-0248
Facsimile: (302) 654-0728
E-mail: loizides@loizides.com
Jack A. Raisner, Esq.
Rene S. Roupinian, Esq.
RAISNER ROUPINIAN LLP
270 Madison Avenue, Suite 1801
New York, NY 10016
Telephone: (212) 221-1747
Facsimile: (212) 221-1747
E-mail: rsr@raisnerroupinian.com
jar@raisnerroupinian.com
About Virgin Orbit
Virgin Orbit Holdings, Inc (OTCMKTS: VORBQ) --
http://www.virginorbit.com/-- operates one of the most flexible
and responsive space launch systems ever built. Founded by Sir
Richard Branson in 2017, the Company began commercial service in
2021, and has already delivered commercial, civil, national
security, and international satellites into orbit. Virgin Orbit's
LauncherOne rockets are designed and manufactured in Long Beach,
California, and are air-launched from a modified 747-400 carrier
aircraft that allows Virgin Orbit Holdings, Inc., to operate from
locations all over the world in order to best serve each customer's
needs.
Virgin Orbit Holdings, Inc., and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10405) on April 4, 2023.
In the petition filed by Daniel M. Hart, as chief executive
officer, Virgin Orbit reported total assets of $242,978,000 and
total debt of $153,491,000 as of Sept. 30, 2022.
The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM
& WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker
and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as
restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is
the claims agent.
The Debtors' indirect parent entity, Virgin Investments Limited, in
its role as Lender and Administrative Agent and Collateral Agent,
has retained Davis Polk & Wardwell LLP, FTI Consulting, Inc., and
Morris, Nichols, Arsht & Tunnell LLP as advisors.
WESCO AIRCRAFT: $300MM DIP Loan from Wilmington Savings OK'd
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Wesco Aircraft Holdings, Inc. and its
debtor-affiliates to use cash collateral and obtain postpetition
financing, on an interim basis.
The Debtors obtained postpetition financing pursuant to a senior
secured, superpriority and priming debtor-in-possession note
purchase agreement, consisting of new money notes in an aggregate
principal amount of $300 million, of which $100 million will be
available immediately upon entry of the Interim Order, and the
remainder to be available subject to and upon the date of entry of
the Final Order. The DIP loan is subject to the terms and
conditions set forth in the Senior Secured Superpriority
Debtor-in-Possession Note Purchase Agreement, by and among the
Issuer, Wolverine Intermediate Holding Corporation, the several
financial institutions or other entities from time to time party
thereto, and Wilmington Savings Fund Society, FSB as notes agent
and collateral agent.
The DIP loan is scheduled to mature March 1, 2024.
$1,318,739,792 in Prepetition 1L Notes
Pursuant to the indenture for the 10.50% senior secured
first lien PIK notes due 2026, dated as of March 28, 2022,
by and among (A) the Company, as issuer, (B) Wolverine
Intermediate Holding II Corporation, (C) the Guarantors,
including the U.K. Guarantors, from time to time party
thereto, and (D) WSFS, as indenture trustee and notes
collateral agent for the benefit of the holders of the
Prepetition 1L Notes, the Prepetition 1L Notes Issuer
issued the Prepetition 1L Notes to the Prepetition 1L
Noteholders and the Prepetition 1L Notes Guarantors
guaranteed on a joint and several basis the obligations of
the Prepetition 1L Notes Issuer under the Prepetition 1L
Notes Indenture and the other Prepetition 1L Notes
Documents. Not less than $1.319 billion is owed under
the Prepetition 1L Notes.
$499,955,412 in Prepetition 1.25L Notes
Pursuant to the indenture for the 13.125% senior secured
1.25 lien PIK notes due 2027, dated as of March 28, 2022,
by and among (A) the Company, as issuer, (B) Holdings II,
(C) the Guarantors, including the U.K. Guarantors, from
time to time party thereto, and (D) WSFS, as indenture
trustee and collateral agent for the benefit of the holders
of the Prepetition 1.25L Notes, the Prepetition 1.25L Notes
Issuer issued the Prepetition 1.25L Notes to the
Prepetition 1.25L Noteholders and the Prepetition 1.25L
Notes Guarantors guaranteed on a joint and several basis
the obligations of the Prepetition 1.25L Notes Issuer
under the Prepetition 1.25L Notes Indenture and the other
Prepetition 1.25L Notes Documents. Not less than
$499.955 million is owed under the Prepetition 1.25L Notes.
$420,981,782.90 in Revolving Loans
Pursuant to the Revolving Credit Agreement, dated as of
January 9, 2020, among (A) the Company and the other
Debtors party thereto, as borrowers, (B) Holdings II, (C)
Bank of America, N.A., as administrative agent and
collateral agent, and (D) the lenders party thereto, the
Prepetition ABL Lenders provided revolving credit and other
financial accommodations to the Prepetition ABL Borrowers
pursuant to the Prepetition ABL Credit Documents, and the
Debtors that are guarantors under the Prepetition ABL
Credit Documents have guaranteed on a joint and several
basis the "Obligations" under the Prepetition ABL Credit
Agreement and the other Prepetition ABL Credit Documents.
Not less than $420.8 million is outstanding under the
Prepetition Revolving Loans and not less than $1.7
million is outstanding in letters of credit.
The Prepetition Secured Parties are entitled to adequate protection
of their respective interests in the Prepetition Collateral.
Each Prepetition Secured Notes Trustee and the Prepetition ABL
Agent, as applicable, and for the benefit of the applicable
Prepetition Secured Parties, is granted the following as Adequate
Protection on account of their Adequate Protection Claims, and as
an inducement to the Prepetition Secured Parties to consent to the
priming of the Prepetition Liens and use of the Prepetition
Collateral.
The Prepetition Secured Parties are granted a valid, perfected
replacement security interest in and lien upon all of the DIP
Collateral and an allowed superpriority administrative expense
claim.
A final hearing on the matter is set for June 29, 2023 at 9 a.m.
A copy of the order is available at https://urlcurt.com/u?l=H9y6r0
from PacerMonitor.co.
About Wesco Aircraft Holdings, Inc.
Wesco Aircraft Holdings, Inc. and affiliates are providers of
supply chain management services in several industries and the
largest independent distribution and supply chain services provider
in the global civilian and military aerospace industry. In their
distribution business, Wesco and its affiliates offer aerospace
hardware and parts, electronic products, chemicals, and tooling
products, which they procure, track and provide to customers from
service centers around the world.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90611) on June
1, 2023. In the petition signed by Raymond Carney, chief financial
officer, the Debtor disclosed up to $10 billion in both assets and
liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Milbank LLP as general bankruptcy counsel,
Haynes and Boone, LLP as local bankruptcy counsel, PJT Partners,
Inc. as investment banker, Alvarez and Marsal North America, LLC as
financial advisor, Kurtzman Carson Consultants, LLC as notice and
claims agent, and Quinn Emanuel Urquhart & Sullivan, LLP as special
litigation counsel.
Davis Polk & Wardwell LLP and Porter Hedges LLP serve as counsel to
the First Lien Noteholder Group, an ad hoc group formed by certain
holders, or investment advisers or managers of holders of 10.50%
Senior Secured First Lien PIK Notes Due 2026. The Members of the
First Lien Noteholder Group, collectively, beneficially own or
manage, or are the investment advisors or managers for funds that
beneficially own or manage, (i) $1.295 billion in aggregate
principal amount of the 1L Notes; and (ii) $2.779 million in
aggregate principal amount of the 9.00% Senior Notes Due 2026.
They are also the purchasers of "DIP Notes" under the DIP note
purchase agreement in an aggregate principal amount of $300
million.
YIELD10 BIOSCIENCE: All Three Proposals Passed at Annual Meeting
----------------------------------------------------------------
Yield10 Bioscience, Inc. held its 2023 annual meeting of
stockholders at which the stockholders:
(1) reelected Oliver P. Peoples and Willie Loh as Class II
directors of the Company to hold office until the annual meeting of
stockholders in 2026 and until their successors are elected and
qualified, subject to their earlier death, resignation or removal;
(2) approved an amendment to the Company's 2018 Plan to add
500,000 shares of common stock for issuance under the 2018 Plan;
(3) ratified the selection of RSM US LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2023.
About Yield10
Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an
agricultural bioscience company that is using its differentiated
trait gene discovery platform, the "Trait Factory", to develop
improved Camelina varieties for the production of proprietary seed
products, and to discover high value genetic traits for the
agriculture and food industries.
Yield10 Bioscience reported a net loss of $13.57 million for the
year ended Dec. 31, 2022, compared to a net loss of $11.03 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $8.08 million in total assets, $3.68 million in total
liabilities, and $4.40 million in total stockholders' equity.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
March 14, 2023, citing that the Company has suffered recurring
losses from operations and does not have sufficient liquidity to
meet forecasted costs. This raises substantial doubt about the
Company's ability to continue as a going concern.
ZIP MAILING: Wins Continued Cash Collateral Access Thru June 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division, entered a second interim order authorizing Zip Mailing
Services, Inc. to use cash collateral, for the reasons stated on
the record at a hearing held on June 7, 2023.
A hearing on the matter will be held June 22, 2023 at 12 p.m. in
courtroom 3-C.
The U.S. Trustee and creditor Breakout Capital, LLC objected.
Eberle Communication Group, Inc. filed a response.
The Court previously authorized Zip Mailing to use cash collateral
through June 6.
The Debtor requires the use of cash collateral to meet its ordinary
and necessary expenses.
Newco Capital Group VI, LLC asserts a claim for $169,328, against
the Debtor, evidenced by, among other things, a Revenue Purchase
Agreement and Security Agreement and Guaranty of Performance, dated
November 22, 2022. On December 19, 2022, NCG filed a UCC-1
Financing Statement with the Maryland State Department of
Assessments and Taxation, asserting a first-priority lien on and
against certain assets of the Debtor, including, inter alia, the
Debtor's accounts.
The Debtor's expenses included:
a. Payroll: $11,673
b. Newco Capital Group, LLC: $980
c. Payroll Expense: $1,175
d. Office Rent: $8,832
e. Office Utilities (Pepco/Wash. Gas): $2,787
f. Copiers paper and envelopes: $4,740
g. Auto Maint/Gas: $500.
The Court's first interim order provided that, to the extent the
Cash Collateral is used by the Debtor and the use results in a
diminution of the value of the cash collateral, NCG is entitled a
replacement lien in the Debtor's accounts receivable, and the
proceeds of the foregoing, to the same extent and with the same
priority as NCG's interest in the Pre-Petition Collateral.
The liens and security interests granted are duly perfected without
the necessity for the execution, filing or recording of financing
statements, security agreements and other documents which might
otherwise be required pursuant to applicable non-bankruptcy law for
the creation or perfection of such liens and security interests.
About Zip Mailing Services, Inc.
Zip Mailing Services, Inc. operates a commercial mailing service
out of Landover, Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-13736) on May 26, 2023.
In the petition signed by Darryl Jackson, Jr., its president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Christopher L. Hamlin, Esq., at McNamee Hosea, P.A., represents the
Debtor as legal counsel.
[] Claims Trading Report - May 2023
-----------------------------------
There were at least 180 claims that changed hands in Chapter 11
corporate cases in May 2023:
No. of Claims
Debtor Transferred
------ -----------
Life Partners Holdings, Inc. 30
FTX Trading Ltd. 16
BlockFi Inc. 15
Celsius Network LLC 12
Olympia Sports Acquisitions, LLC 10
Sorrento Therapeutics, Inc. 10
E-Box, LLC 8
Hamon Holdings Corporation 7
Apex Sierra Hermosa TX, LP 6
ASTECH Engineered Products, Inc. 6
Lehman Brothers Holdings Inc. 6
Matheson Flight Extenders, Inc. 6
Voyager Digital Holdings, Inc. 5
Maxus Energy Corporation 4
Alfred Miller Contracting Company 3
Genesis Global Holdco, LLC 3
225 Bowery LLC 2
Akron Rebar Company 2
Allena Pharmaceuticals, Inc. 2
Party City Holdco Inc. 2
QHC Facilities, LLC 2
Roman Catholic Diocese of Harrisburg 2
Tricida, Inc. 2
Tuesday Morning Partners, Ltd. 2
1325 Atlantic Realty LLC 1
Alcaraz Catering, Inc 1
BORREGO COMMUNITY HEALTH FOUNDATION 1
Brown Industries, Inc 1
CAC Michigan, LLC 1
Custom Alloy Corporation 1
Diffendal-Welliver, Inc 1
Fox Subacute at South Philadelphia, LLC 1
HeartBrand Holdings, Inc., et al. 1
Integrated Nano-Technologies, Inc. 1
Invacare Corporation 1
Linn Energy, LLC 1
Loyalty Ventures, Inc. 1
MIGO IQ INC 1
Northwest Senior Housing Corporation 1
Randolph Hospital, Inc. 1
Seaside Investment Inc. 1
Talen Energy Supply, LLC, et al. 1
TEXAS BOOT INC 1
The Marcuse Companies, Inc. 1
Notable claim purchasers for the month of May 2023 are:
DCP Master Investments XVI LLC
55 Hudson Yards, Suite 29B
New York, NY 10001
Phone: 212-655-1419
E-mail: srao@diametercap.com
Cherokee Debt Acquisition, LLC
Attn: Vladimir Jelisavcic
Email: vjel@cherokeeacq.com
1384 Broadway, Suite 906
New York, NY 10018
Contrarian Funds, LLC
411 WEST PUTNAM AVE., SUITE 425
GREENWICH, CT 06830
Attn: Alpa Jimenez
Tel: 203-862-8259
Fax: 203-485-5910
Email: tradeclaimsgroup@contrariancapital.com
Fair Harbor Capital, LLC
Ansonia Finance Station
PO Box 237037
New York, NY 10023
Tel: (212) 967-4035
NovaWulf Digital Master Fund, L.P.
Attn: Michael Abbate
9 Federal Street
Easton, MD 21601
SHZ Aviation LLC
Jan van Galenstraat 3H
1051 KE Amsterdam
The Netherlands
3 Columbus Circle
New York, NY 10019
zikislav@gmail.com
TR Capital Management LLC
TRC MASTER FUND LLC
Attn: Terrel Ross
PO Box 633
Woodmere, NY 11598
Tel: (516) 255-1801
VonWin Capital Management, L.P.
80 West 40th Street, 3rd Floor
New York, NY 10018
Tel: (212) 889-1354
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Sherrie Wentworth
Bankr. M.D. Fla. Case No. 23-02071
Chapter 11 Petition filed May 30, 2023
represented by: Robert Zipperer, Esq.
In re Caring Hands Home Care, Inc
Bankr. D. Minn. Case No. 23-60214
Chapter 11 Petition filed May 30, 2023
See
https://www.pacermonitor.com/view/XV6N2YI/Caring_Hands_Home_Care_Inc__mnbke-23-60214__0001.0.pdf?mcid=tGE4TAMA
represented by: Ahlgren, Erik, Esq.
AHLGREN LAW OFFICE, PLLC
In re 65 Phipps Ave, LLC
Bankr. E.D.N.Y. Case No. 23-71905
Chapter 11 Petition filed May 30, 2023
See
https://www.pacermonitor.com/view/U5LZLFA/65_Phipps_Ave_LLC__nyebke-23-71905__0001.0.pdf?mcid=tGE4TAMA
represented by: Heath S. Berger, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER &
GOODMN, LLP
E-mail: hberger@bfslawfirm.com/
gfischoff@bfslawfirm.com
In re 150 Pennsylvania Ave LLC
Bankr. E.D.N.Y. Case No. 23-41894
Chapter 11 Petition filed May 30, 2023
See
https://www.pacermonitor.com/view/CJ4YXYI/150_Pennsylvania_Ave_LLC__nyebke-23-41894__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Pilar Lopez
Bankr. S.D.N.Y. Case No. 23-22416
Chapter 11 Petition filed May 30, 2023
represented by: Julie Curley, Esq.
In re East Pointe Holdings, Inc.
Bankr. E.D. Tex. Case No. 23-60260
Chapter 11 Petition filed May 30, 2023
See
https://www.pacermonitor.com/view/SYXO4SI/East_Pointe_Holdings_Inc__txebke-23-60260__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re Elite Commercial & Residential Construction Group LLP
Bankr. E.D. Tex. Case No. 23-40932
Chapter 11 Petition filed May 30, 2023
See
https://www.pacermonitor.com/view/K2UY76I/ELITE_COMMERCIAL__RESIDENTIAL__txebke-23-40932__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert T DeMarco, Esq.
DEMARCO MITCHELL, PLLC
E-mail: robert@demarcomitchell.com
In re Mrs. Busy Bee Air Conditioning and Heatiing LLC
Bankr. M.D. Fla. Case No. 23-02139
Chapter 11 Petition filed May 31, 2023
See
https://www.pacermonitor.com/view/OFCG7WI/Mrs_Busy_Bee_Air_Conditioning__flmbke-23-02139__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
E-mail: jeff@bransonlaw.com
In re SPD II Makaiwa Resort Development, LLC
Bankr. N.D. Ill. Case No. 23-07153
Chapter 11 Petition filed May 31, 2023
See
https://www.pacermonitor.com/view/L42KEQY/SPD_II_Makaiwa_Resort_Development__ilnbke-23-07153__0001.0.pdf?mcid=tGE4TAMA
represented by: Laxmi P. Sarathy, Esq.
WHITESTONE, P.C.
E-mail: lsarathy@whitestonelawgroup.com
In re Symmetry Tower/Chicago Project Owner, LLC
Bankr. N.D. Ill. Case No. 23-07151
Chapter 11 Petition filed May 31, 2023
See
https://www.pacermonitor.com/view/AORKCPY/Symmetry_TowerChicago_Project__ilnbke-23-07151__0001.0.pdf?mcid=tGE4TAMA
represented by: Laxmi P. Sarathy, Esq.
WHITESTONE, P.C.
E-mail: lsarathy@whitestonelawgroup.com
In re 106 Forbell St BR 2019 Inc.
Bankr. E.D.N.Y. Case No. 23-41932
Chapter 11 Petition filed May 31, 2023
See
https://www.pacermonitor.com/view/6TWAOCI/106_Forbell_St_BR_2019_INC__nyebke-23-41932__0001.0.pdf?mcid=tGE4TAMA
represented by: Joshua Bronstein, Esq.
THE LAW OFFICES OF JOSHUA BRONSTEIN &
ASSOCIATES, PLLC
E-mail: jbrons5@yahoo.com
In re Paula Janez Rice
Bankr. S.D.N.Y. Case No. 23-10881
Chapter 11 Petition filed May 31, 2023
represented by: Leo Fox, Esq.
In re Dicol Trucking, LLC
Bankr. M.D. Tenn. Case No. 23-01913
Chapter 11 Petition filed May 31, 2023
See
https://www.pacermonitor.com/view/HRPEVUA/Dicol_Trucking_LLC__tnmbke-23-01913__0001.0.pdf?mcid=tGE4TAMA
represented by: Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re San Antonio Asphalt & Maintenance, LLC
Bankr. W.D. Tex. Case No. 23-50646
Chapter 11 Petition filed May 31, 2023
See
https://www.pacermonitor.com/view/OS2Q7HY/San_Antonio_Asphalt__Maintenance__txwbke-23-50646__0001.0.pdf?mcid=tGE4TAMA
represented by: Heidi McLeod, Esq.
HEIDI MCLEOD LAW OFFICE, PLLC
E-mail: heidimcleodlaw@gmail.com
In re Engineered Investments LLC
Bankr. N.D. Ga. Case No. 23-55094
Chapter 11 Petition filed June 1, 2023
See
https://www.pacermonitor.com/view/BRX6SFY/ENGINEERED_INVESTMENTS_LLC__ganbke-23-55094__0001.0.pdf?mcid=tGE4TAMA
represented by: Kenneth Mitchell, Esq.
GIDDENS, MITCHELL & ASSOCIATES P.C.
E-mail: GMAPCLAW1@GMAIL.COM
In re Brighton 2934A Inc.
Bankr. E.D.N.Y. Case No. 23-41944
Chapter 11 Petition filed June 1, 2023
See
https://www.pacermonitor.com/view/YFGGFCQ/Brighton_2934A_Inc__nyebke-23-41944__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Indus Architects, PLLC
Bankr. E.D.N.Y. Case No. 23-71961
Chapter 11 Petition filed June 1, 2023
See
https://www.pacermonitor.com/view/ZFSN7FQ/Indus_Architects_PLLC__nyebke-23-71961__0001.0.pdf?mcid=tGE4TAMA
represented by: Heath S. Berger, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER &
GOODMAN, LLP
E-mail: hberger@bfslawfirm.com/
gfischoff@bfslawfirm.com
In re John Adrian Beyer, Jr.
Bankr. W.D. Wash. Case No. 23-11017
Chapter 11 Petition filed June 1, 2023
In re David Winton Thompson, IV
Bankr. W.D. Wash. Case No. 23-11024
Chapter 11 Petition filed June 1, 2023
In re Brian DeVries Construction Inc.
Bankr. C.D. Cal. Case No. 23-11142
Chapter 11 Petition filed June 2, 2023
See
https://www.pacermonitor.com/view/NOKSOKY/Brian_DeVries_Construction_Inc__cacbke-23-11142__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeffrey S. Shinbrot, Esq.
JEFFREY S. SHINBROT, APLC
E-mail: jeffrey@shinbrotfirm.com
In re CenterPoint Radiation Oncology, Inc.
Bankr. C.D. Cal. Case No. 23-13450
Chapter 11 Petition filed June 2, 2023
See
https://www.pacermonitor.com/view/DN2ST2Y/CenterPoint_Radiation_Oncology__cacbke-23-13450__0001.0.pdf?mcid=tGE4TAMA
represented by: Ron Bender, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHICK
LLP
E-mail: rb@lnbyg.com
In re Rajendra Dinesh Maniar
Bankr. N.D. Cal. Case No. 23-50588
Chapter 11 Petition filed June 2, 2023
represented by: Chris Kuhner, Esq.
In re William R. Giusti
Bankr. D. Conn. Case No. 23-50323
Chapter 11 Petition filed June 2, 2023
represented by: Ronald Chorches, Esq.
In re My True Miles LLC
Bankr. S.D. Fla. Case No. 23-14354
Chapter 11 Petition filed June 2, 2023
See
https://www.pacermonitor.com/view/OUTHZGY/My_True_Miles_LLC__flsbke-23-14354__0001.0.pdf?mcid=tGE4TAMA
represented by: Stephen Breuer, Esq.
BREUER LAW, PLLC
E-mail: stephen@breuer.law
In re Victor Alejandro Soriano
Bankr. D. Nev. Case No. 23-12257
Chapter 11 Petition filed June 2, 2023
represented by: Seth D. Ballstaedt, Esq.
In re Bushwick Beer Garden LLC
Bankr. E.D.N.Y. Case No. 23-41980
Chapter 11 Petition filed June 2, 2023
See
https://www.pacermonitor.com/view/TCZLQDY/Bushwick_Beer_Garden_LLC__nyebke-23-41980__0001.0.pdf?mcid=tGE4TAMA
represented by: Fred S. Kantrow, Esq.
THE KANTROW LAW GROUP, PLLC
E-mail: fkantrow@thekantrowlawgroup.com
In re Desi Davis
Bankr. N.D. Tex. Case No. 23-31138
Chapter 11 Petition filed June 2, 2023
represented by: Kevin Wiley, Esq.
In re Cold Fire Lending, LLC
Bankr. S.D. Tex. Case No. 23-32045
Chapter 11 Petition filed June 2, 2023
See
https://www.pacermonitor.com/view/EK52VQQ/Cold_Fire_Lending_LLC__txsbke-23-32045__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Tiffany & Janell Realty, LLC
Bankr. D. Conn. Case No. 23-20439
Chapter 11 Petition filed June 5, 2023
See
https://www.pacermonitor.com/view/266UTDA/Tiffany__Janell_Realty_LLC__ctbke-23-20439__0001.0.pdf?mcid=tGE4TAMA
represented by: Stuart H. Caplan, Esq.
LAW OFFICES OF NEIL CRANE, LLC
E-mail: stuart@neilcranelaw.com
In re Finesse Aesthetics, LLC
Bankr. M.D. Fla. Case No. 23-02203
Chapter 11 Petition filed June 5, 2023
See
https://www.pacermonitor.com/view/JUCC62Q/Finesse_Aesthetics_LLC__flmbke-23-02203__0001.0.pdf?mcid=tGE4TAMA
represented by: Owei Z Belleh, Esq.
THE BELLEH LAW GROUP, PLLC
E-mail: bankruptcy@bellehlaw.com
In re Carter & Co Holdings, LLC
Bankr. N.D. Ga. Case No. 23-55229
Chapter 11 Petition filed June 5, 2023
See
https://www.pacermonitor.com/view/BREB22A/Carter__Co_Holdings_LLC__ganbke-23-55229__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Richard Walker
Bankr. N.D. Ga. Case No. 23-55183
Chapter 11 Petition filed June 5, 2023
In re 127 Depot Rd LLC
Bankr. E.D.N.Y. Case No. 23-71996
Chapter 11 Petition filed June 5, 2023
See
https://www.pacermonitor.com/view/3OMMYDI/127_Depot_Rd_LLC__nyebke-23-71996__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re NashFit LLC
Bankr. E.D.N.Y. Case No. 23-41999
Chapter 11 Petition filed June 5, 2023
See
https://www.pacermonitor.com/view/TGCCD2A/NashFit_LLC__nyebke-23-41999__0001.0.pdf?mcid=tGE4TAMA
represented by: Fred S. Kantrow, Esq.
THE KANTROW LAW GROUP, PLLC
E-mail: fkantrow@thekantrowlawgroup.com
In re Mary Kate Bistrian
Bankr. S.D.N.Y. Case No. 23-22427
Chapter 11 Petition filed June 5, 2023
represented by: Lawrence Morrison, Esq.
In re Ponce Bakery, Inc.
Bankr. D.P.R. Case No. 23-01719
Chapter 11 Petition filed June 5, 2023
See
https://www.pacermonitor.com/view/NJGW52Y/PONCE_BAKERY_INC__prbke-23-01719__0001.0.pdf?mcid=tGE4TAMA
represented by: Modesto Bigas-Mendez, Esq.
MODESTO BIGAS LAW OFFICE
E-mail: modestobigas@yahoo.com
In re Golden Harbor Ventures, LP
Bankr. E.D. Tex. Case No. 23-40977
Chapter 11 Petition filed June 5, 2023
See
https://www.pacermonitor.com/view/DMHEQ6Y/Golden_Harbor_Ventures_LP__txebke-23-40977__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re John Edmond McClung, III
Bankr. N.D. Tex. Case No. 23-31179
Chapter 11 Petition filed June 5, 2023
represented by: Patrick Schurr, Esq.
In re Ricky McMinn
Bankr. W.D. Tex. Case No. 23-10394
Chapter 11 Petition filed June 5, 2023
represented by: Eric A Liepins, Esq.
In re James E. Johnson
Bankr. W.D. Tex. Case No. 23-50704
Chapter 11 Petition filed June 5, 2023
represented by: Kevin Wiley, Esq.
In re Northern Contractors, LLC
Bankr. W.D. Wash. Case No. 23-11047
Chapter 11 Petition filed June 5, 2023
See
https://www.pacermonitor.com/view/CE7OB4Y/Northern_Contractors_LLC__wawbke-23-11047__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas D. Neeleman, Esq.
NEELEMAN LAW GROUP Group, P.C.
E-mail: courtmail@expresslaw.com
In re Florissant Holdings, LLC
Bankr. D. Nev. Case No. 23-12275
Chapter 11 Petition filed June 6, 2023
See
https://www.pacermonitor.com/view/PFPYZXI/FLORISSANT_HOLDINGS_LLC__nvbke-23-12275__0001.0.pdf?mcid=tGE4TAMA
represented by: Gregory L. Wilde, Esq.
WILDE & ASSOCIATES, LLC
*********
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