/raid1/www/Hosts/bankrupt/TCR_Public/230609.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, June 9, 2023, Vol. 27, No. 159
Headlines
225 BOWERY: Exclusivity Period Extended to August 22
344 SOUTH ST: Copabanana Seeks Chapter 11 to Stop Eviction
344 SOUTH STREET: Holly Miller Named Subchapter V Trustee
AD1 URBAN: Seeks to Extend Plan Exclusivity to October 19
AEROFARMS INC: Case Summary & 30 Largest Unsecured Creditors
AEROFARMS: Files Voluntary Chapter 11 Bankruptcy Petition
AMERICAN HVAC: Court OKs Deal on Cash Collateral Access
AMERICANAS SA: Bondholders Reject Recovery Plan, Sets New Meetings
ARAMARK SERVICES: New $750MM Loan No Impact on Moody's 'Ba3' CFR
AUGUST LILLY: Jerrett McConnell Named Subchapter V Trustee
AUTUMN WIND: District Judge Dismisses AWL's Amended Complaint
BJL EXPRESS: Gary Murphey Named Subchapter V Trustee
BOWLERO CORP: $150MM Term Loan Add-on No Impact on Moody's B1 CFR
BRBRSHY INVESTMENTS: Seeks Cash Collateral Access
BUSHWICK BEER: Seeks Cash Collateral Access Thru Aug 15
CARING HANDS: Mary Sieling Named Subchapter V Trustee
CENTER FOR ALTERNATIVE: Voluntary Chapter 11 Case Summary
CHENIERE ENERGY: Moody's Rates New Senior Unsecured Notes 'Ba1'
CHRISTMAS TREE SHOPS: Court OKs $45MM DIP Loan from Eclipse
COMSTOCK RESOURCES: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
CYXTERA DC: Moody's Lowers CFR to Caa3 on Bankruptcy Filing
CYXTERA TECHNOLOGIES: Seeks $200MM DIP Loan From Wilmington
DATABASEUSA.COM LLC: Authority Motion and Sanctions Order Dismissed
DAVID'S BRIDAL: Bridal Shops Give Discounts to Affected Brides
DFREH 1436 W NEDRO AVENUE: Files for Chapter 11 Bankruptcy
DGS REALTY: Seeks to Continue Using Cash Collateral Thru Aug 31
DIEBOLD NIXDORF: Davis Polk Advises Creditors on Chapter 11
DMCC 450 CHARLES COURT: Commences Subchapter V Bankruptcy Process
DMCC AMERICAS: Aaron Cohen Named Subchapter V Trustee
EMMANUEL HEALTH: Taps EEPB InnovaTax, Dannah as Tax Consultants
FKB LLC: Court OKs $800,000 DIP Loan from Hard Six
FTX TRADING: Emergent Fidelity Has Plan Exclusivity Until Nov. 30
GENESIS CARE: Hits Chapter 11 Bankruptcy Protection
GENESIS GLOBAL: Wants Mediation Talks Extension
GLOBAL TEE: Files for Chapter 11 Bankruptcy
GREAT WEST: July 18 Bid Deadline Set for Multifamily Dev't Parcel
GZC TRANSPORT: Voluntary Chapter 11 Case Summary
HAZOOR SELECT: Deadline to Submit Bids Set for June 26
HCC CATERERS: Taps Kirby Aisner & Curley as Legal Counsel
HIGHLAND CAPITAL: Denial of CLO Holdco's POC Amendment Affirmed
HUB INTERNATIONAL: S&P Rates $2.675BB Senior Notes 'B'
HYLIFE FOODS: Closes Windom Plant, Risks 1,000 Jobs
IAMGOLD CORP: Moody's Alters Outlook on 'B3' CFR to Stable
IDAHO HEALTH DATA EXCHANGE: Changes Leadership Amidst Chapter 11
INNERLINE ENGINEERING: Seeks Cash Collateral Access Thru Oct 31
INNOVATIVE CONCEPTS: Joseph Cotterman Named Subchapter V Trustee
LA BELLE FRANCE: Wins Interim Cash Collateral Access
LIFESIZE INC: U.S. Trustee Appoints Creditors' Committee
LINCOLN POWER: Sets June 26 Auction for Assets
LINDEN CENTER: Hits Chapter 11 Bankruptcy Protection
LTL MANAGEMENT: J&J Renews Suit vs. Doctor Over Asbestos Evidence
MALINKI SLONIK: U.S. Trustee Unable to Appoint Committee
MALLINCKRODT PLC: Cannot Get Out of Project Waste Lawsuit
MIGI ASSET: Seeks to Extend Plan Exclusivity to 60 Days
MOMENTUM BREWERY: Ruediger Mueller Named Subchapter V Trustee
MOMENTUM BREWERY: Seeks Cash Collateral Access
MONOTYPE IMAGING: S&P Ups ICR to 'B' on Sustained Deleveraging
MUSIC GETAWAYS: Court OKs Cash Collateral Access Thru July 11
NANTASKET MANAGEMENT: Bid to Use Cash Collateral Denied as Moot
NATIONAL CINEMEDIA: Deadline to File Claims Set for June 26
NEW CAL-NEVA: Court Grants Hall CA-NV's Motion in Limine
NIR LLC: Voluntary Chapter 11 Case Summary
NOAH WEBSTER: S&P Affirms 'BB' Long-Term Rating on Revenue Bonds
ONKAAR INC: Seeks Cash Collateral Access
PACKABLE HOLDINGS: Exclusivity Period Extended to July 21
PARADOX RESOURCES: Court OKs Interim Cash Collateral Access
PARAMOUNT RESTYLING: Seeks $2.25MM DIP Loan from Gemcap
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru June 21
PEACHSTATE PEDALING: Files Emergency Bid to Use Cash Collateral
PRODUCE DEPOT: June 29 Plan & Disclosure Hearing Set
PURDUE PHARMA: Massachusetts to Get $110M After Plan Ruling
R L BURNS: Seeks Cash Collateral Access
RP RUIZ: May Access Cash Collateral to Pay NewCo Capital
RYMAN HOSPITALITY: S&P Rates New $300MM Sr. Unsecured Notes 'B+'
SAFE ELECTRIC: Files Emergency Bid to Use Cash Collateral
SHEM OLAM: Seeks to Extend Plan Exclusivity to September 27
SOLER & SOLER: Court OKs Cash Collateral Access Thru June 30
SORRENTO THERAPEUTICS: Ends LA Times Owner's Drug Claims
SOUTHERN HERITAGE: Court OKs Final Cash Collateral Access
SPINE GROUP: Court OKs Cash Collateral Access
SUNEDISON INC: Trial Begins in Litigation Over $725MM DBSI Loan
SVB FINANCIAL: FDIC-R's Bid to Establish Tax Escrow Account Denied
SVB FINANCIAL: Gets Court Approval to Reject Executory Contracts
T-ROLL CONSTRUCTION: Lender Seeks to Prohibit Cash Access
TOMMY DEWAYNE DOBSON: Eligible to Proceed Under Subchapter V
US TELEPACIFIC: S&P Lowers ICR to 'SD'; Cuts Debt Rating to 'D'
VERITY HEALTH: Blue Cross Must Face Antitrust Claims
VG LIQUIDATION: $1.24-Mil Refund is Appropriate, Court Says
VICE GROUP: Fortress Group-Led Sale Process Approved
WEINBERG HOLDINGS: Seeks to Extend Plan Exclusivity to August 28
WESCO AIRCRAFT: Incora Gets Court Approval to Tap $110M Financing
WILDCAT MET: Mediation in Coal Lease Dispute on July 3
WINDSOR HOLDINGS: S&P Assigns 'B+' ICR, Outlook Stable
ZHALILOV INC: Matthew Brash Named Subchapter V Trustee
[*] Chambers USA 2023 Recognizes Dorsey Lawyers, Practices
[*] EPIQ: Commercial Chapter 11 Filings Up 85% in May 2023
[*] John Melaragno Named New Judge for W.D. Pa. Bankruptcy Court
*********
225 BOWERY: Exclusivity Period Extended to August 22
----------------------------------------------------
Judge Thomas M. Horan of the U.S. Bankruptcy Court for the District
of Delaware extended 225 Bowery LLC's exclusive periods to file its
plan of reorganization and disclosure statement, and solicit
acceptances thereof to August 22 and October 23, 2023,
respectively.
Absent an extension, the deadline set by the Court for the Debtor
to file its disclosure statement and Chapter 11 plan was May 24,
and the solicitation exclusive period on July 24.
The Debtor explained that it has been in Chapter 11 for
approximately four months. During this short period of time, the
Debtor and its advisors have devoted a significant amount of time
and effort to ensure a smooth transition into Chapter 11, and to
preserve and maximize the value of the Debtor's estate for the
benefit of all stakeholders. Accomplishing these tasks has been a
labor-intensive process, fully occupying the Debtor's
representatives and professionals since the petition date.
Moreover, the transfer of a mortgage loan from Bank Hapoalim B.M.
to the new lender has necessarily caused some delay in the
negotiation and finalization of the restructuring support agreement
or other construct for a consensual reorganization of the estate.
In light of these circumstances, the Debtor submits the requested
extensions are both appropriate and necessary to afford the Debtor
sufficient time to adequately solicit acceptance of, and eventually
confirm, a plan of reorganization.
The Debtor is represented by:
Michael R. Nestor, Esq.
Matthew B. Lunn, Esq.
Ryan M. Bartley, Esq.
Joshua B. Brooks, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: mnestor@ycst.com
mlunn@ycst.com
rbartley@ycst.com
jbrooks@ycst.com
- and -
Gerard S. Catalanello, Esq.
James J. Vincequerra, Esq.
Dylan S. Cassidy, Esq.
Kimberly J. Schiffman, Esq.
ALSTON & BIRD LLP
90 Park Avenue
New York, NY 10016
Telephone: (212) 210-9400
Facsimile: (212) 210-9444
Email: gerard.catalanello@alston.com
james.vincequerra@alston.com
dylan.cassidy@alston.com
kimberly.schiffman@alston.com
About 225 Bowery LLC
225 Bowery LLC owns a micro hotel in Manhattan's Lower East Side.
225 Bowery LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10094) on January 24,
2023. In the petition signed by Nat Wasserstein, chief
restructuring officer, the Debtor disclosed up to $100 million in
both assets and liabilities.
Judge Brendan L. Shannon oversees the case.
Alston & Bird LLP and Young Conaway Stargatt and Taylor, LLP,
represent the Debtor as legal counsel.
Bank Hapoalim B.M., as lender, is represented by Scott S. Balber,
Esq., at Herbert Smith Freehills New York LLP.
344 SOUTH ST: Copabanana Seeks Chapter 11 to Stop Eviction
----------------------------------------------------------
Emma Dooling of Philadelphia Business Journal reports that
Copabanana, a 45-year-old restaurant and bar on South Street, has
filed for Chapter 11 bankruptcy protection to stop legal action
being taken to evict the business after years of financial
struggles.
The entity that owns the restaurant, 344 South Street Corp., filed
the petition in the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania on May 26, 2023.
Part owner and operating manager Nick Ventura said the business
entity filed for bankruptcy to prevent one of the Copabanana's
landlords from evicting the restaurant from three of the five
buildings it leases space in. The landlord, which owns 344, 346 and
348 South St., is listed in Philadelphia property records as 344
SSI LLC and 344 HG South LLC and has a New York mailing address.
Copabanana's other landlord, according to Ventura, was more willing
to work with the business to find another way for it to stay open
on South Street.
Ventura said Copabanana has struggled to pay its rent due to the
negative impacts the Covid-19 pandemic, the 2020 riots in
Philadelphia following the murder of George Floyd and the mass
shooting on South Street have had on business.
"The Copa has been hit by every problem that the city has had, and
we have gotten no relief," he said. "We're looking for any kind of
help we can get."
This is third time 344 South Street Corp. has filed for bankruptcy
in nine years. The two previous filings in 2015 and 2019 have since
been closed, according to court records. Ventura said both of the
filings were related to taxes and other payments owed to the City
of Philadelphia and the IRS.
Currently, the Copabanana remains open and Ventura believes there
are two main options for the restaurant's future. It could move to
another location potentially in a new neighborhood, but Ventura
doesn't want to leave the concept's roots.
If the roughly 5,000-square-foot restaurant closed the doors to its
original location, Ventura believes it would "leave another black
hole on South Street" and would discourage visitation to the
business district, which has started to see an uptick in foot
traffic over the past month from the annual South Street Fest and
the busy Memorial Day weekend.
Instead of moving, the Copabanana could also downsize in its
current three-story space. Ventura suggested that the restaurant
could occupy just the first floor, and the second and third floors
could be made into apartments or a boutique hotel.
"Since the world has changed, we also have to change with it. We do
rent too much space, that is obvious, and we will have to cut back
on our space," he said.
The Copabanana, not related to the restaurant of the same name in
University City, did not receive any federal Covid-19 relief
funding. Ventura estimates the business lost around $1.7 million in
the first two years of the pandemic.
The mass shooting on South Street last June that killed three
people and wounded 11 was the business' "nail in the coffin,"
according to Ventura. In the weeks following, the Copabanana
dropped 70% in sales.
"Once the shootings happened, the street died," he said. "I mean,
for us, business the next day, once it hit the national news,
everyone canceled Philadelphia and South Street off of their
plans."
A fire at Jim's Steaks across the street in late July only worsened
the problem. The 47-year-old cheesesteak shop, which plans to
reopen on Labor Day weekend, drives a significant amount of
visitation to South Street.
With Copabanana unable to pay its $36,000 a month rent, the New
York landlord commenced eviction proceedings against the
corporation, Ventura said. The landlord could not be reached for
comment Wednesday, May 31, 2023.
Ventura started a GoFundMe for the Copabanana in early January with
a fundraising goal of $250,000, but the campaign hasn't taken off
like he had hoped, leading the owners to file for Chapter 11 less
than five months later. According to the campaign page, only $165
has been raised so far.
In addition to Ventura, the Copabanana is also owned by the founder
William Curry and its director, Joseph Cucolo. Ventura has the
majority ownership, with a 50% share of the business, while Curry
owns a 40% stake and Cucolo has a 10% share, according to the
bankruptcy filing.Curry and Cucolo both retired after the onset of
the pandemic, Ventura said.
About 344 South Street
344 South Street Corp. has operated as a restaurant, serving
Spanish and Mexican cuisine in Philadelphia's South Street
District. Recognizable for its bright blue exterior with green
accents, the Copabanana was opened on the corner of 4th and South
streets in 1978 by William Curry. The restaurant is most known for
its menu, which includes margaritas, burgers and fries, and its
live events and nightlife.
344 South Street Corp. has filed for bankruptcy three times in the
past nine years. The two previous filings in 2015 and 2019 have
since been closed. Both of the filings were related to taxes and
other payments owed to the City of Philadelphia and the IRS.
344 South Street again sought Chapter 11 protection (Bankr. E.D.
Penn. Case No. 23-bk-11548) on May 26, 2023.
344 SOUTH STREET: Holly Miller Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Holly Miller, Esq.,
at Gellert Scali Busenkell & Brown, LLC, as Subchapter V trustee
for 344 South Street Corporation.
Ms. Miller 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. Miller declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Holly S. Miller, Esq.
Gellert Scali Busenkell & Brown, LLC
1628 John F. Kennedy Boulevard, Suite 1901
Philadelphia, PA 19103
Phone: (215) 238-0012
Fax: (215) 238-0016
Email: hsmiller@gsbblaw.com
About 344 South Street
344 South Street Corporation filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
23-11548) on May 26, 2023, with as much as $50,000 in both assets
and liabilities. Judge Patricia M. Mayer oversees the case.
The Debtor is represented by Jeffrey S. Cianciulli, Esq., at Weir
Greenblatt Pierce.
AD1 URBAN: Seeks to Extend Plan Exclusivity to October 19
---------------------------------------------------------
AD1 Urban Palm Bay, LLC and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file a Chapter 11 plan of reorganization and to solicit
acceptances thereof to October 19 and December 18, 2023,
respectively.
Absent the extension, the Debtors' Plan filing exclusive period was
scheduled to expire May 22, and the solicitation exclusive period
is slated to expire July 21.
The Debtors explained that the requested extensions are both
appropriate and necessary to afford the Debtors with sufficient
time to adequately prepare a viable Chapter 11 plan or plans and
related disclosure statement(s), and to mitigate the time and
expense associated with incremental extension motions that
inevitably would be required absent the relief requested herein.
Additionally, since its voluntary petition for relief on January
22, 2023, the Debtors' representatives and professionals have been
focused on conducting a robust marketing and sale process, which
will remain highly active and ongoing for the next several months,
through the closings on the sales of each of the Debtors' eight
properties. Given the foregoing progress in a short period of time,
the complexity of the sale process and subsequent modifications
thereof, and the difficulty in formulating a Chapter 11 plan prior
to the conclusion of the sale process, the Debtors submit that
extension of the exclusive periods is warranted so that the Debtors
can continue focusing their efforts on consummating the sale of
each of the Debtors' properties.
The Debtors are represented by:
Ian J. Bambrick, Esq.
Katharina Earle, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
222 Delaware Ave., Suite 1410
Wilmington, DE 19801
Telephone: (302) 467-4200
Facsimile: (302) 467-4201
E-mail: ian.bambrick@faegredrinker.com
katharina.earle@faegredrinker.com
- and -
Scott F. Gautier, Esq.
Maria J. Cho, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
1800 Century Park East, Suite 1500
Los Angeles, CA 90067
Telephone: (310) 203-4000
Facsimile: (310) 229-1285
E-mail: scott.gautier@faegredrinker.com
maria.cho@faegredrinker.com
- and -
Michael T. Gustafson, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
320 South Canal Street, Suite 3300
Chicago, Ill 60606
Telephone: (312) 569-1000
Facsimile: (312) 569-3000
E-mail: mike.gustafson@faegredrinker.com
About AD1 Urban Palm Bay
AD1 Urban Palm Bay, LLC operates in the traveler accommodation
industry. The company is based in Hollywood, Fla.
AD1 Urban Palm Bay and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10074) on Jan. 22, 2023. In the petition signed by Alex
Fridzon, as responsible fiduciary, AD1 Urban Palm Bay disclosed
$10
million to $50 million in both assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Ian J. Bambrick, Esq., at Faegre Drinker Biddle
and Reath, LLP as legal counsel; RobertDouglas as investment
banker; CR3 Partners, LLC as financial advisor; and Stretto, Inc.
as claims and noticing agent and administrative advisor.
AEROFARMS INC: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: AeroFarms, Inc.
212 Rome Street
Newark NJ 07105
Business Description: AeroFarms is engaged in large-scale
commercial indoor vertical farming, using
proprietary aeroponic technology to grow
differentiated leafy greens products while
using up to 95% less water and zero
pesticides. AeroFarms operates two
commercial farms, which are located in
Danville, Virginia and Newark, New Jersey,
where they also have their Company
headquarters.
Chapter 11 Petition Date: June 8, 2023
Court: United States Bankruptcy Court
District of Delaware
Fifteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
AeroFarms, Inc. (Lead Case) 23-10737
VEGS1 QALICB, LLC 23-10738
Just Greens, LLC 23-10739
AeroFarms LLC 23-10740
VEGS1 Leveraged Lender, LLC 23-10741
AeroFarms 8, LLC 23-10742
AeroFarms International Holdings, LLC 23-10743
AeroFarms Danville, LLC 23-10744
VEGS2 QALICB, LLC 23-10745
Oasis Development, LLC 23-10746
AeroFarms Danville Real Estate, LLC 23-10747
Pentos, LLC 23-10748
AeroFarms Ferry, LLC 23-10749
AeroFarms Danville Leasing, LLC 23-10750
212 Rome Fund Manager LLC 23-10751
Judge: Hon. Mary F. Walrath
Debtors'
General
Bankruptcy
Counsel: Stuart M. Brown, Esq.
Kaitlin W. MacKenzie, Esq.
DLA Piper LLP (US)
1201 North Market Street, Suite 2100
Wilmington, Delaware 19801
Tel: (302) 468-5700
Fax: (302) 394-2341
Email: kaitlin.mackenzie@us.dlapiper.com
stuart.brown@us.dlapiper.com
- and -
Richard A. Chesley, Esq.
444 West Lake Street, Suite 900
Chicago, Illinois 60606
Tel: (312) 368-4000
Fax: (312) 236-7516
Email: richard.chesley@us.dlapiper.com
Debtors'
Investment
Banker: CLOUDPOINT CAPITAL LLC
Debtors'
Provider of
Communications
Consulting
Services: ICR, LLC
Debtors'
Notice &
Claims
Agent: OMNI AGENT SOLUTIONS
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Guy Blanchard as president & CEO.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/THL6QLA/AeroFarms_Inc__debke-23-10737__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Ultimation Industries LLC Trade $428,702
Attn: Richard Canny
15935 Sturgeon St
Roseville, MI 48066
Tel: 586-771-1881
Email: rcanny@ultimation.net
2. Morgan Mechanical Contractors, Inc Trade $267,190
Attn: Matthew Morgan
204 W Stadium Dr
Eden, NC 27288
Tel: 336-623-0841
Email: mattmorgan@morganmech.com
3. Turatti SRL Trade $149,080
Attn: Enrico Garibaudo
Via Regina Margherita, 52
Cavarzere, VE 30014
Italy
Tel: +39-0426-310731
Email: enrico.gribaudo@turatti.com
4. Cabot Industrial Trade $130,338
Value Fund VI OP, LP
Attn: Seppi Colloredo-Mansfeld
P.O. Box 829763
Philadelphia, PA 19182-9763
Tel: 978-478-8547
Email: seppi@cabotprop.com
5. Constellation NewEnergy, Inc Trade $120,215
P.O. Box 4640
Carol Stream, IL 60197-4640
Tel: 844-636-3749
6. Belmark Inc Trade $115,801
Attn: Robert Feldman
P.O. Box 8814
Carol Stream, IL 60197-8814
Tel: 920-336-2848
Email: robertf@belmark.com
7. CF Logistics, LLC Trade $110,917
Attn: Jim Rondini
P.O. Box 789681
Philadelphia, PA 19178-9681
Tel: 610-268-5147
Email: jrondini@cflogisticsllc.com
8. Workforce Unlimited, LLC Trade $110,864
Attn: Christy Oakes
5200 77 Center Dr, Ste 300
Charlotte, NC 28217
Tel: 434-251-0230
Email: coakes@wfunlimited.com
9. Industrial Fabricators Trade $105,281
of VA, Inc
Attn: Scott Childress
P.O. Box 518
Fishersville, VA 22939
Tel: 540-886-3837
Email: childresss@indfabofva.com
10. Watson Electrical Trade $103,890
Construction Co LLC
Attn: Justin Alexander
1305 S Park Dr
Kernersville, NC 27284
Tel: 336-516-3876
Email: jalexander@rankinmckenzie.com
11. City of Danville, Virginia Trade $101,136
Div of Central Collections, Utilities
Attn: Jason Grey
P.O. Box 3308
Danville, VA 24543-3308
Tel: 434-799-5270
Email: greyjc@danvilleva.gov
12. Shambaugh & Son LP Trade $100,581
Attn: Angie Perkey
7614 Opportunity Dr
P.O. Box 1287
Ft Wayne, IN 46801
Tel: 260-487-7915
Email: aperkey@shambaugh.com
13. ATL Transport Inc Trade $92,800
Attn: Matt Guler
1798 Montreal Circle, Ste 201
Tucker, GA 30084
Tel: 770-939-1527
Email: matt.guler@atltransport.net
14. Easypak, LLC Trade $92,159
Attn: Chris Seeback
30 Jytek Dr
Leominster, MA 01453
Tel: 201-214-3869
Email: chrisseeback@yahoo.com
15. Holland Bio Products Trade $81,970
Attn: Werner Huisman
Rondweg 27
Nijmegen, AR 6515
Netherland
Tel: 31613198031
Email: werner@hollandbioproducts.com
16. SGS North America Inc Trade $73,997
Attn: Jeffrey Nauseda
P.O. Box 2502
Carol Stream, IL 60132-2502
Tel: 303-906-8420
Email: jeffrey.nauseda2@sgs.com
17. Mathand Trade $73,030
Attn: Chad Lowery
103 Smokehill Ln, Ste 130
Woodstock, GA 30188
Tel: 678-861-0097
Email: clowery@mathand.net
18. Seeds By Design Trade $68,283
Attn: Robb Bauman
311 Butte St, Ste J
Willow, CA 95988
Tel: 801-608-0380
Email: robb@mvseeds.com
19. Mohammed Ayedh AlShahrani & Saad Trade $63,714
Mansour AlMansour Law Firm
Attn: Mohammed Ayed
Burj Plus - 5th Fl, King Abdullah Rd
P.O. Box 300002, Riyadh, 11372
Saudi Arabia
Tel: +966138139960
Email: muneeb.khan@shahranimansour.com
20. Ebm-Papst Inc Trade $61,490
Attn: Phil Volpe
P.O. Box 416381
Boston, MA 02241-6381
Tel: 609-213-9168
Email: phil.volpe@us.ebmpapst.com
21. Ductsox Corp Trade $59,445
Attn: Gerry Flores
8900 N Arbon Dr
Milwaukee, WI 53223
Email: GFlores@ductsox.com
22. Sunbelt Rentals, Inc Trade $58,235
Attn: Jeff Huddleston
P.O. Box 409211
Atlanta, GA 30384-9211
Tel: 434-221-9228
Email: jeff.huddleston@sunbeltrentals.com
23. BCG Management Trade $57,346
Resources (Aptean)
Attn: Donna Mancinelli
4325 Alexander Dr
Alpharetta, GA 30022
Tel: 201-724-6983
Email: donna.mancinelli@aptean.com
24. Montrose Molders Corp Trade $56,582
Attn: Brendan Wilson
25 Howard St
Piscataway, NJ 08854
Tel: 908-399-8461
Email: brwilson@montrosemolders.com
25. i.e. Smart Systems Trade $54,632
Attn: Matthew Key
23219 W Hardy Rd
Spring, TX 77373
Tel: 713-557-6205
Email: mkey@iesmartsystems.com
26. HUSPRF Newark LP Trade $54,358
Attn: Frank Saphire
345 Hudson St
New York, NY 10014
Tel: 646-701-5160
Email: frank.saphire@hines.com
27. Recipe Into Reality Inc Trade $50,000
dba Chicory
Attn: Jenna Smith
137 5th Ave, 5th Fl
New York, NY 10010
Tel: 217-415-7678
Email: jenna@chicory.co
28. DuBois Chemicals, Inc Trade $49,451
Attn: Steven Dombrowski
3630 E Kemper Rd
Cincinnati, OH 45241
Tel: 973-713-2538
Email: steven.dombrowski@duboischemicals.com
29. Instawork Trade $49,352
Attn: Jordan Petrocci
548 Market St
PMB 63152
San Francisco, CA 94104-5401
Tel: 315-535-6824
Email: jpetrocci@instawork.com
30. Turatti North America Trade $47,365
Attn: Tim Lopp
P.O. Box 1848
Salinas, CA 93902-9998
Tel: 831-383-9060
Email: Tlopp@turrati.com
AEROFARMS: Files Voluntary Chapter 11 Bankruptcy Petition
---------------------------------------------------------
AeroFarms(R), a global leader in indoor vertical farming, on June 8
disclosed that, after careful consideration by its board, it has
filed for voluntary protection under Chapter 11 of the U.S.
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware. In addition to the petition, the Company has
filed various "first day" motions with the bankruptcy court
requesting customary relief that will enable it to transition into
Chapter 11, with limited disruptions to its on-going core business
operations.
The company has also entered into an agreement with an existing
group of AeroFarms investors to provide $10 million in
debtor-in-possession ("DIP") financing, as part of a larger round
of financing that includes those investors. Approval of the DIP
financing is part of the first day motions filed with the
bankruptcy court. Upon approval by the Bankruptcy Court, the DIP
financing, together with cash generated from ongoing operations, is
expected to provide AeroFarms with the necessary liquidity to
support its operations during the bankruptcy process.
Prior to the filing of the Company's Chapter 11 case, the board of
directors and executive leadership evaluated a range of strategic
alternatives to maximize value for all stakeholders. With the
protections afforded in the bankruptcy process, the Company is
working with its DIP lender investor group on a transaction to
enable it to quickly emerge from Chapter 11. During this time the
Company will continue to explore other financing options so as to
maximize the value of the Company and recovery to creditors.
Coincident with the Filings, the Company also announces that David
Rosenberg, Co-Founder and Chief Executive Officer has decided to
step down from his CEO role and will work as a special advisor to
the Board. Chief Financial Officer Guy Blanchard will assume the
additional role of President of AeroFarms where he will be working
closely with a Special Committee of the Board of Directors
consisting of Jim Borel and Peter Lacy, both long-term AeroFarms
independent board members, to help guide the Company through the
bankruptcy process. Mr. Borel has more than 45 years of industry
experience as an executive at DuPont and as a member of the boards
of several agriculture and food companies. Mr. Lacy is Global
Sustainability Services Lead, Chief Responsibility Officer, and a
Global Management Committee Member at the consulting firm
Accenture.
While the vertical farming industry has recently faced significant
industry and capital market headwinds, AeroFarms' critical
Danville, Virginia farm continues to scale according to plan, and
AeroFarms microgreens have become the dominant market leader at
retail.* The primary focus of the investor group is to assure that
AeroFarms will operate as usual throughout the Chapter 11 filing,
servicing its growing customer base and key selling partners,
including additional retailer expansions planned for the remainder
of 2023.
"We are fortunate to have existing investors who continue to
believe in AeroFarms and are confident that we can hit our targeted
profitable operations for our Danville farm," said Guy Blanchard,
President and CFO of AeroFarms. "There is incredible consumer and
customer interest for our market-leading microgreens, and we are
excited to continue be able to build our business to meet that
demand."
AeroFarms is represented by DLA Piper as counsel, Cloudpoint
Capital as investment banker and ICR, Inc. as strategic
communications advisor.
For more information about AeroFarms' Chapter 11 case, please call
the reorganization information hotline at 888-480-9117 (US & Canada
toll free) and 747-263-0668 (International) or visit the following
website https://omniagentsolutions.com/AeroFarms.
About AeroFarms
Since 2004, AeroFarms has been leading the way for indoor vertical
farming and championing transformational innovation for
agriculture. AeroFarms is a Certified B Corporation. Named one of
the World's Most Innovative Companies by Fast Company two years in
a row and one of TIME's Best Inventions in Food, AeroFarms
patented, award-winning indoor vertical farming technology provides
the optimal conditions for healthy plants to thrive, taking
agriculture to a new level of precision, food safety, and
productivity while using up to 95% less water and no pesticides
versus traditional field farming. Its products can be found at
major selling partners like Ahold Delhaize, Amazon Fresh, Baldor
Specialty Food, Compass Group, Harris Teeter, H-E-B, Marcus BP,
Momofuku Noodle Bars, ShopRite, The Fresh Market, Walmart, and
Whole Foods Market. For additional information, visit:
https://aerofarms.com/
AMERICAN HVAC: Court OKs Deal on Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California,
San Jose Division, authorized American HVAC and Plumbing, Inc. to
use cash collateral on a final basis in accordance with its
agreement with Comerica Bank.
The parties agreed the Debtor has accounts receivable, inventory,
parts, tools and equipment, which are Comerica's cash collateral.
Comerica agrees the Debtor may use its Property to sustain
operations conditioned on the following:
a. The Debtor must pay $1,270 to Comerica the 12th day of each
and every month beginning June 12, 2023, continuing until the
earlier of confirmation, dismissal or conversion of the case.
b. The Debtor must not make any payments to James Hannigan,
CPA until he is employed by the Court.
The Debtor is authorized to pay for the normal operating expenses
of the business from cash collateral until the earlier of
confirmation, conversion or dismissal of the case.
As a condition to use the cash collateral, the Debtor grants
Comerica a replacement lien for the use of all pre-petition cash
collateral by granting it liens in post-petition receivables and
inventory in the same amount and in the same priority as Comerica
had pre-petition.
A copy of the stipulation is available at
https://urlcurt.com/u?l=bu625E from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=i2hJUX
from PacerMonitor.com.
About American HVAC and Plumbing, Inc.
American HVAC and Plumbing, Inc. is an HVAC contractor in Campbell,
California. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-50461) on April
28. 2023. In the petition signed by Cuinn F. Hamm, president, the
Debtor disclosed $115,224 in assets and $2,221,984 in liabilities.
Judge Stephen L. Johnson oversees the case.
Lars Fuller, Esq., at the Fuller Law Firm, PC, represents the
Debtor as legal counsel.
AMERICANAS SA: Bondholders Reject Recovery Plan, Sets New Meetings
------------------------------------------------------------------
Caio Rinaldi of Bloomberg Law reports that Americanas bondholders
of the 5th, 14th, 15th and 16th issuances disapproved the judicial
recovery plan presented by the company in meetings held on May 29
and 30, 2023, according to the minutes of the meetings.
The company's judicial recovery plan was the main theme of the
meetings.
"100% of the bondholders present and eligible for voting approved
the suspension of this item," says the minutes.
The proposal will be reopened in new meetings with bondholders of
the respective issuances scheduled for June 26 and 27, 2023.
About Americanas SA
Americanas was one of the largest diversified retail chains in
Brazil, with a wide platform of physical stores, robust
e-commerce,
fintech, and has just entered into the niche food retail. It is
listed on B3, being indirectly controlled by billionaire Jorge
Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles.
The retailer nosedived in January 2023 after becoming mired in an
accounting scandal. The firm filed for bankruptcy at a court in
Rio
de Janeiro on Jan. 19, 2023.
Americanas sought protection under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25,
2023. White & Case LLP, led by John K. Cunningham, is the U.S.
counsel.
ARAMARK SERVICES: New $750MM Loan No Impact on Moody's 'Ba3' CFR
----------------------------------------------------------------
Moody's Investors Service said that Aramark Services, Inc.'s
announced plan to issue a $750 million senior secured term loan due
2030 and use the net proceeds to repay a portion of its existing
debt due in 2025 is a positive liquidity and credit development
because after the transaction is completed the company will have
extended its debt maturity profile. However, since Aramark's credit
ratings, including the Ba3 corporate family rating, Ba2 senior
secured term loan ratings and B1 senior unsecured note ratings
already incorporated Moody's expectation that the company would
address its $3.5 billion of debt due in 2025 well in advance of
maturity, the ratings, as well as the stable outlook, remain
unchanged at this time. Moody's anticipates that Aramark could use
proceeds from the uniform services company debt,
internally-generated free cash flow and the proceeds of additional
debt sales to repay its remaining 2025 maturing debt.
Although Aramark will be a smaller and less diversified business
once it completes its previously-announced spin-off of its uniform
services business, Moody's expects revenue, profit and free cash
flow growth in the food and facility segments over the next 12 to
18 months, along with anticipated debt-repayments funded by debt
that will be issued by the new uniform company, should drive
improved credit and liquidity metrics by the time the spin occurs.
Aramark is a provider of food and related services to a broad range
of institutions and the second largest provider of uniform and
career apparel in the United States. In April, Aramark completed
the sale of its of its 50% joint venture ("JV") interest in
catering services provider AIM Services ("AIM") to JV partner
Mitsui & Co., Ltd. (A3 stable) and applied approximately $540
million of net proceeds to repay debt. In May 2022, Aramark
announced that it intends to divide into two separate, publicly
traded companies in a transaction which will effect a spin-off of
its uniform services business to shareholders. The company has
indicated that the spin-off of the uniform services business will
be effected on a tax-free basis and it expects to complete the
spin-off by the end of September 2023.
AUGUST LILLY: Jerrett McConnell Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Jerrett McConnell, Esq.,
at McConnell Law Group, P.A., as Subchapter V trustee for August
Lilly, LLC.
Mr. McConnell 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. McConnell declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerrett M. McConnell, Esq.
McConnell Law Group, P.A.
6100 Greenland Rd., Unit 603
Phone: (904) 570-9180
Email: trustee@mcconnelllawgroup.com
About August Lilly
August Lilly, LLC, doing business as Smashburger, filed a petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Fla. Case No. 23-30314) on May 5, 2023, with up to $50,000 in
assets and up to $1 million in liabilities. On May 26, 2023, the
Debtor amended its petition to elect to proceed under Subchapter
V.
Judge Jerry C. Oldshue, Jr. oversees the case.
Bruner Wright, PA serves as the Debtor's legal counsel.
AUTUMN WIND: District Judge Dismisses AWL's Amended Complaint
-------------------------------------------------------------
In the case captioned as AUTUMN WIND LENDING, LLC, Plaintiff, v.
JOHN J. SIEGEL, et al., Defendants, (W.D. Ky.), Judge Rebecca Grady
Jennings of the U.S. District Court for the Western District of
Kentucky grants the Defendants' Motion to Reconsider and dismisses
Autumn Wind Lending, LLC's Amended Complaint.
The Defendants Cecelia Financial Management LLC, Halas Energy LLC,
and Oasis Aviation LLC moved the Court to vacate portions of its
Memorandum Opinion & Order denying their motion to dismiss.
The Defendants make three arguments in support of their motion for
reconsideration: (1) John J. Siegel must be dismissed because he is
deceased, (2) Autumn Wind Lending, LLC's tortious interference
claims are barred res judicata because of an order in Insight
Terminal Solutions, LLC v. Cecelia Financial Management, LLC, et
al., Adv. No. 21-03013-jal (Bankr. W.D. Ky.) and (3) AWL's tortious
interference claims against the Defendants are barred by AWL's
proposed Chapter 11 Plan of Reorganization.
The Defendants filed Siegel's suggestion of death on April 18,
2022. On April 28, 2022, AWL filed an amended complaint naming John
Doe, as Executor or Personal Representative of the Estate of John
J. Siegel, as a defendant. Although parties may be substituted
under Rule 25, AWL chose to amend its complaint and add the
executor of Siegel's estate. Accordingly, the Court cannot dismiss
Count 1 because the Defendants could have, but did not, raise their
argument before the Court ruled on the motion to dismiss, "the
argument is barred."
AWL concedes that the Adversary Proceeding Judgment constitutes a
final decision on the merits, which satisfies the first element of
res judicata. In the Adversary Proceeding, ITS alleged claims
against Defendants, Siegel, and Bay Bridge. Although AWL was not a
party to the Adversary Proceeding, ITS is a wholly owned subsidiary
of AWL. AWL became the parent company of ITS upon confirmation of
the Plan. The Plan was confirmed on Nov. 3, 2020. However, the
Adversary Proceeding was not commenced until April 12, 2021.
Although AWL did not own ITS when the claim occurred, it did own
ITS when the adversary proceeding commenced. While AWL did not own
ITS when the alleged tort occurred, ITS could represent AWL's
interests when it initiated the Adversary Proceeding.
The Court concludes that AWL's "interests were adequately
represented" in the Adversary Proceeding because it owned ITS at
the time the action was commenced. Because the Adversary Proceeding
and this action involve the same parties and the same causes of
action, the Court finds that the Defendants have satisfied their
burden to prove privity.
Although AWL mistakenly represented that their claims in the
Adversary Proceeding were dismissed without prejudice, the
Adversary Proceeding Judgment and the Stipulation both indicate
that the claims were dismissed with prejudice. Therefore, the
Adversary Proceeding Judgment dismissing ITS' claims with prejudice
had "the same practical effect as a Rule 12(b)(6) dismissal on the
merits."
A full-text copy of the Memorandum Opinion and Order dated May 18,
2023, is available https://tinyurl.com/yc8rkdav from Leagle.com.
BJL EXPRESS: Gary Murphey Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 21 appointed Gary Murphey as Subchapter
V Trustee for BJL Express, LLC.
Mr. Murphey 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. Murphey declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gary Murphey
3330 Cumberland Blvd., Suite 500
Atlanta, GA 30330
Tel: 770-933-6855
Email: Murphey@RFSLimited.com
About BJL Express
BJL Express, LLC, a company in Jonesboro, Ga., operates in the
general freight trucking industry.
BJL Express filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-54963) on May 29,
2023, with $81,128 in assets and $1,004,297 in liabilities. Nenneh
Nyang, chief executive officer, signed the petition.
Judge Sage M. Sigler oversees the case.
Milton Jones, Esq., is the Debtor's legal counsel.
BOWLERO CORP: $150MM Term Loan Add-on No Impact on Moody's B1 CFR
-----------------------------------------------------------------
Moody's Investors Service says Bowlero Corp.'s proposed $150
million incremental add-on to its exiting $900 million first lien
term loan due February 2028 has no impact to the company's existing
ratings including the B1 Corporate Family Rating and stable
outlook. In addition, there is no impact to the company's B1-PD
Probability of Default Rating, the B1 rating for the existing first
lien bank credit facilities (revolver and term loan), or the SGL-2
Speculative Grade Liquidity (SGL) rating.
Bowlero will utilize proceeds from the add-on as well as balance
sheet cash to fund the acquisition of Lucky Strike as well as pay
down the revolver balance. As part of this transaction, the company
is upsizing its revolver expiring in December 2026 to $235 million
from $200 million. Pro forma for the new add-on and the Lucky
Strike acquisition, the company's Moody's adjusted debt-to-EBITDA
leverage will increase modestly from about 4.2x for the LTM period
ended March 31, 2023 to 4.4x. Bowlero has delivered strong
operating performance over the last year and especially in the most
recent quarter that resulted in leverage declining from a high 4x
level to a low 4x range. The company's long-term strategy to expand
its portfolio through acquisitions and some new builds has
delivered earnings growth and the company has a good track record
of integrating acquisitions and maximizing returns.
Although the debt add-on is credit negative because it results in a
modest increase in leverage, there is no effect on the B1 CFR or
stable outlook because pro forma leverage is still within the range
Moody's expects for the B1 CFR and the company maintains good
liquidity. Moody's views the Lucky Strike acquisition as
strategically sound as it will further increase Bowlero's scale and
geographic presence.
Moody's expects debt-to-EBITDA leverage will decline to below 4x
over the next year through earnings growth. However, over the
longer term, Moody's expects leverage will remain range bound range
due to the company's growth through acquisition strategy. Over the
next year, Moody's expects the company to have good liquidity with
about $113 million of cash at the close of the transaction, access
to an undrawn $235 million revolver expiring in December 2026 as
well as good free cash flow generation in excess of $80 million
annually. These liquidity sources will provide ample coverage for
the pro forma $10.5 million of required annual term loan
amortization assuming the incremental TLB add-on.
RATINGS RATIONALE
Bowlero's B1 CFR reflects its moderately high debt-to-EBITDA
leverage (about 4.4x pro forma for the transaction including
Moody's lease adjustments) that Moody's expects will decline to
below 4x by the fiscal year ended June 2024 driven by continued
earnings growth. Operating performance will continue to be driven
by revenue growth and cost saving initiatives as well as center
renovations and new locations. Revenue opportunities, expansion
activity, and consumer substitution for less expensive
entertainment offerings are likely to offset any recessionary
pressure that may impact overall consumer discretionary spending in
2023/2024. Bowling is a mature sport and significant competition
for leisure entertainment spending could also weaken center
volumes.
However, ratings are supported by management's good track record of
integrating acquisitions. Bowlero has realized substantial cost
savings over the past several years while increasing revenue.
Additionally, the company benefits from its scale (343 centers pro
forma of the Lucky Strike acquisition) as the largest bowling
center operator in the US and good geographic diversification that
will help mitigate the impact of any regional economic declines.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectations that
debt-to-EBITDA leverage will decline to below 4x over the next year
through earnings growth. The stable outlook also reflects Moody's
expectation for good liquidity over the next year with free cash
flow generation exceeding $80 million annually.
The ratings could be upgraded with continued strong operating
performance that leads to Moody's adjusted debt-to-EBITDA leverage
sustained below 3.5x along with maintenance of very good liquidity.
A financial policy consistent with the higher rating, including
funding renovations and acquisitions within internally generated
cash flow would also be required. The company would also need to
demonstrate that the improvement in earnings and free cash flow in
recent years is sustainable.
The ratings could be downgraded if operating performance
deteriorates from a decrease in volume, higher costs or other
factors that weaken per center performance. An inability or
unwillingness to reduce and sustain Moody's adjusted debt-to-EBITDA
leverage below 4.5x or a decline in liquidity could also lead to a
downgrade.
Bowlero Corp. (fka Bowlmor AMF Corp.) is the largest bowling center
operator in the US with additional locations in Canada and Mexico.
Pro forma for the Lucky Strike acquisition, Bowlero operates about
343 locations. The company completed a De-SPAC transaction in
December 2021 after the merger with ISOS Acquisition Corporation
and trades under the ticker symbol BOWL. Bowlero is a publicly
traded company, but Atairos Group, Inc. holds a substantial
ownership position. LTM revenue (ending April 2, 2023) was about
$1,087 million.
BRBRSHY INVESTMENTS: Seeks Cash Collateral Access
-------------------------------------------------
BRBRSHY Investments Inc. asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Newnan Division, for authority to use
cash collateral in accordance with the budget, with an 18%
variance.
The Debtor requires the use of cash collateral to pay operating
expenses of the business, including insurance, rent, taxes and
compensation for its work force.
Ty Stribling may assert a lien upon and security interest in the
Debtor's rents as more particularly described in the Assignment of
Lessor's Interest in Lease recorded in the records of the Clerk of
Superior Court, Troup County, Georgia, in Deed Book No. 02139,
Pages 0557-0620.
The Debtor also requests the Court to hold an expedited interim
hearing on the Motion on or before June 12, 2023, to prevent any
harm to the Debtor's ongoing business operations.
As adequate protection, Ty Stribling will be granted a security
interest in, and lien upon all of the post-petition cash collateral
to the same extent, validity, amount, and priority as Stribling's
pre-petition security interests and lien upon the cash collateral.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=YJmOJe from PacerMonitor.com.
The Debtor projects $106,000 in income and $15,067 in expenses for
one month.
About BRBRSHY Investments Inc.
BRBRSHY Investments Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-10654) on June 5,
2023. In the petition signed by Rick Bryan, president, the Debtor
disclosed up to $50 million in assets and up to $10 million in
liabilities.
Cameron M. McCord, Esq., at Jones & Walden, LLC, represents the
Debtor as legal counsel.
BUSHWICK BEER: Seeks Cash Collateral Access Thru Aug 15
-------------------------------------------------------
Bushwick Beer Garden LLC, d/b/a Rebel Cafe & Garden, asks the U.S.
Bankruptcy Court for the Eastern District of New York for authority
to use cash collateral on an interim basis through August 15,
2023.
The Debtor requires the use of cash collateral to make monthly
interest payments; pay for the daily business operations; provide
for maintenance and upkeep of its restaurant; pay its employees;
advertising budget; rent; insurance and utility payments.
The Debtor's assets consist of its inventory, restaurant equipment,
leasehold improvements, good will and cash generated from its
sales. The aggregate value of the assets is approximately $534,000.
The Debtor's secured debt is approximately $860,000.
Prior to the Petition Date, the Debtor obtained financing from
several lenders all of which are perfected in the Debtor's assets
by the filing of UCC-1 financing statements. These lenders are:
* U.S. Small Business Administration
* Exclusive Solutions LLC
* Redbow Capital LLC
* Gem Funding LLC
In addition, prior to the Petition Date, Six Consultants Inc.,
obtained a judgment and entered that judgment in Kings County such
that it has become a lien against the Debtor and its assets.
Prior to the Petition Date, pursuant to the loan agreement entered
into by and between the Debtor and the SBA, SBA provided a loan in
the amount of $500,000 to the Debtor.
The Debtor believes that the SBA is in a first priority petition as
to its lien against the Debtor's assets.
Prior to the Petition Date, pursuant to the loan agreement entered
into by and between the Debtor and Exclusive, the Debtor is a
guarantor of an obligation owed to Exclusive.
Prior to the Petition Date, pursuant to the loan agreement entered
into by and between the Debtor and Redbow, Redbow purchased
$140,400 of the Debtor's future receipts defined as all payments
made by cash, check, electronic transfer or other form of monetary
payment deposited into the Debtor's bank accounts until such time
as the Debtor satisfied the amount owed to Redbow. The Debtor was
obliged to, pursuant to the agreement with Redbow, to remit the sum
of $3,900 on a weekly basis. The Debtor believes Redbow is in a
third priority position subordinate to both the SBA and Exclusive.
Prior to the Petition Date, pursuant to the loan agreement entered
into by and between the Debtor and Gem, on October 25, 2022, the
Debtor became one of several entities providing an unconditional
guarantee of the obligations to Gem. The Debtor was not a "direct
borrower" in the financial transaction. The Debtor believes that
Gem is in a fourth priority position subordinate to the SBA,
Exclusive and Redbow.
The Debtor's financial difficulties are a result of numerous
factors, not the least of which were those problems that impacted
all industry and particularly the food service industry as a result
of the COVID-19 pandemic. Despite the pandemic, the Debtor remained
open and continued to operate its business. That being said, the
difficulties of meeting all of its expenses during the pandemic
resulted in difficulties with 2 Knickerbocker LLC, the Debtor's
landlord. The Landlord commenced a landlord/tenant proceeding and
the Debtor's inability to reach a consensual resolution with the
Landlord precipitated the Chapter 11 filing.
The Debtor seeks authorization to:
-- provide adequate protection for any diminution occurring
subsequent to June 2, 2023, in the value of the Lender's interest
in the pre-petition collateral including without limitation such
diminution as may be caused by the imposition of the automatic stay
under 11 U.S.C. section 362(a) and by the Debtor's use of the
pre-petition collateral and/or cash collateral.
-- grant the Lenders a post-petition claim together with the
pre-petition obligations against the Debtor's estate. The Debtor
seeks authorization, as security for the Adequate Protection Claim,
to grant the Lenders for ratable benefit of each Lender, a valid,
binding, enforceable and automatically perfected lien or other
security interest, and as so granted to the Lenders, in all of the
Debtor's presently owned or hereafter acquired property and assets,
whether such assets were acquired by the Debtor before or after the
Petition Date.
-- provide that the Adequate Protection Lien will be subject
to liens and other interests in the property of the Debtor's estate
existing as of the Petition Date that are (i) valid, enforceable
and not subject to avoidance by any trustee under the Bankruptcy
Code; and (ii) senior under applicable non-bankruptcy law to,
encumber assts not encumbered by the Lenders' lien in the
Pre-Petition Collateral as of the Petition Date.
These events constitute an "Event of Default":
(a) The Debtor ceases its operations or takes any material
action for the purpose of effecting the foregoing without the prior
written consent of the Lenders, except to the extent contemplated
by the Budget;
(b) The Interim Order is reversed, vacated, stayed, amended,
supplemented or otherwise modified in a manner which will
materially and adversely affect the rights of the Lenders
thereunder or will materially and adversely affect the priority of
any or all of the Obligations and the Lenders' Liens;
(c) The Debtor expends more than 110% of any line item in the
Budget or more than 105% of the entire Budget;
(d) The occurrence of a material adverse change subsequent to
the Petition Date, including, without limitation, any such
occurrence resulting from the entry of an order of this Court the
effect of which has not been stayed, in each case as reasonably
determined by the Lenders, in (1) the condition (financial or
otherwise), operations, assets, business of the Debtor taken as a
whole and with due regard to the Debtor's underlying business as
evidence by the Budget as the same may be amended from time to time
either with consent of the Lenders or by order of the Court; and/or
(2) the value of the Collateral;
(e) Any material and/or intentional misrepresentation by the
Debtor in the financial statements or certifications that may be
provided by the Debtor to the Lenders under the Loan Documents or
any Interim Order; and
(f) Non-compliance with or default by the Debtor with any of
the terms, provisions and conditions of any Interim Order,
provided, however, that said non-compliance or default shall not be
deemed an Event of Default if curable and cured by the Debtor
within five business days after notice of such noncompliance or
default is provided to the Debtor's counsel, in writing, and
actually received by The Kantrow Law Group, PLLC, 732 Smithtown
Bypass, Suite 101, Smithtown, New York 11787, by the Lenders.
A copy of the motion is available at https://urlcurt.com/u?l=7peOZA
from PacerMonitor.com.
A copy of the budget for June 2023 is available at
https://urlcurt.com/u?l=kTKOJq from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$5,700 for Week 1;
$5,700 for Week 2;
$5,700 for Week 3;
$5,700 for Week 4; and
$5,700 for Week 5.
About Bushwick Beer Garden LLC
Bushwick Beer Garden LLC, d/b/a Rebel Cafe & Garden operates as a
restaurant at 2 Knickerbocker Avenue, Brooklyn, New York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41980) on June 2,
2023. In the petition signed by Matthew Shendell, the Debtor
disclosed up to $1 million in both assets and liabilities.
Fred S. Kantrow, Esq., at The Kantrow Law Group, PLLC, represents
the Debtor as legal counsel.
CARING HANDS: Mary Sieling Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 12 appointed Mary Sieling, Esq., at
Manty & Associates, P.A., as Subchapter V trustee for Caring Hands
Home Care, Inc.
Ms. Sieling will be paid an hourly fee of $330 for her services as
Subchapter V trustee while paralegal time will be billed at $200 an
hour. In addition, Ms. Sieling will seek reimbursement for
out-of-pocket expenses incurred.
Ms. Sieling declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mary F. Sieling, Esq.
Manty & Associates, P.A.
150 South Fifth Street, Suite 3125
Minneapolis, MN 55402
Phone: 612.465.0901
Fax: 612.746.0310
Email: mary@mantylaw.com
About Caring Hands
Caring Hands Home Care, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Minn. Case No.
23-60214) on May 30, 2023, with $50,001 to $100,000 in assets and
$100,001 to $500,000 in liabilities. Judge Michael E. Ridgway
oversees the case.
The Debtor is represented by Erik A. Ahlgren, Esq., at Ahlgren Law
Office, PLLC.
CENTER FOR ALTERNATIVE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Center for Alternative Medicine, PLLC
2505 Kachina Drive
Pueblo CO 81008
Business Description: The Debtor specializes in the management and
treatment of disc lesions, overuse soft
tissue injuries, traumatic injuries, pain
management, and peripheral neuropathies.
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
District of Colorado
Case No.: 23-12482
Debtor's Counsel: Joshua B. Sheade, Esq.
SHEADE LAW OFFICE, LLC
4126 Shoshone Street
Denver CO 80211
Tel: (720) 389-9291
Email: joshua@sheadelaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Theodore Wilding Davis as managing
member.
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/AG6C3UA/Center_for_Alternative_Medicine__cobke-23-12482__0001.0.pdf?mcid=tGE4TAMA
CHENIERE ENERGY: Moody's Rates New Senior Unsecured Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the proposed
offering of new senior global notes issued by Cheniere Energy
Partners, L.P.'s ("CQP"). CQP's existing ratings, including its Ba1
corporate family rating, were not affected.
CQP's new notes will be issued to refinance notes of its
wholly-owned operating subsidiary, Sabine Pass Liquefaction, LLC
(SPL, Baa2 stable).
Assignments:
Issuer: Cheniere Energy Partners, L.P.
Senior Unsecured Regular Bond/Debenture, Assigned Ba1
RATINGS RATIONALE
CQP's new notes are rated Ba1, the same as its existing $4.2
billion senior unsecured notes. CQP's standalone capital structure
also includes $0.75 billion senior unsecured revolving credit
facility maturing in 2024. The notes are rated at the same level as
the Ba1 CFR since all the debt at the CQP entity level is senior
unsecured.
CQP's Ba1 CFR and ratings on its notes are supported by the
predictability and recurring nature of anticipated long-dated cash
flow from its wholly-owned operating subsidiaries. Cash flow and
distributions from these operating subsidiaries are CQP's primary
source of cash flow and debt repayment. These positives are
balanced by CQP's structurally subordinated position to SPL's
leveraged capital structure and significant ongoing distribution
requirements, typical for a MLP.
Moody's expects CQP to maintain its consolidated leverage at or
around 4x Debt/EBITDA, and below 1.5x on stand-alone basis,
following the refinancing. CQP's significant cash flow generation
is expected to be primarily distributed to unitholders.
CQP's stable outlook mirrors the stable outlook on SPL's ratings
and reflects CQP's heavy reliance on distributions from SPL along
with consistent cash flow from other unrated subsidiaries.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Given CQP's level of reliance on SPL cash flow, a rating upgrade or
downgrade at SPL would likely trigger a similar rating upgrade or
downgrade at CQP. CQP's ratings could be upgraded if its leverage
calculated on a consolidated basis is maintained well below 4x
Debt/EBITDA and it strengthens its distribution coverage. CQP's
ratings could be downgraded if its Debt/EBITDA leverage calculated
on a consolidated basis exceeds 4.5x.
CQP is a master limited partnership (MLP) that is approximately 51%
owned by CEI (~49% LP interest and 2% GP interest, wholly-owned by
Cheniere Energy, Inc.), and 49% by The Blackstone Group Inc.,
Brookfield Asset Management Inc. and public unitholders. CQP owns
Sabine Pass Liquefaction, LLC (SPL, Baa2 stable), a fully
operational liquefaction facility, a regasification terminal that
has been in operation since 2008; and Cheniere Creole Trail
Pipeline, L.P. (CTPL), a 94-mile long pipeline that provides
natural gas supply transportation to SPL.
The principal methodology used in this rating was Midstream Energy
published in February 2022.
CHRISTMAS TREE SHOPS: Court OKs $45MM DIP Loan from Eclipse
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Christmas Tree Shops, LLC and its debtor-affiliates to use cash
collateral and obtain senior secured superpriority postpetition
financing, on a final basis.
The Debtors obtained an aggregate principal amount of $45 million
in revolving commitments pursuant to a Senior Secured,
Super-Priority Debtor-in-Possession Revolving Credit Agreement the
Debtors entered into with Eclipse Business Capital LLC, as
administrative agent, Eclipse Business Capital SPV, LLC and ReStore
Capital, LLC, as lenders.
The DIP Facility matures on November 5, 2023.
The Debtors are required under the DIP Facility to comply with
these milestones:
1. Entry of the Interim DIP Order acceptable to the Required
DIP Lenders on May 9, 2023;
2. Filing of a proposed Disclosure Statement and Plan
acceptable to the Required DIP Lenders on June 2, 2023;
3. Entry of a Final DIP Order acceptable to the Required DIP
Lenders on June 2, 2023;
4. Entry of an Order approving the Store Closing Motion on
June 2, 2023;
5. Entry of the Order approving the motion to assume the
Consignment Agreement on a final basis on June 2, 2023;
6. Entry of an Order approving the Disclosure Statement and
solicitation of the Plan on July 7, 2023;
7. Entry of an Order approving extension of the section
365(d)(4) period to 210 days on July 7, 2023;
8. Entry of a Confirmation Order acceptable to the Required
DIP Lenders on August 16, 2023; and
9. Effective Date of a Plan on August 31, 2023.
Christmas Tree Shops, LLC and certain of its affiliates were
parties to a Credit Agreement, dated as of November 12, 2020, with
Pathlight Capital LP as agent; EBC as revolving agent, and each of
the lenders from time to time party thereto.
On February 16, 2023, the obligations under the Original
Prepetition Credit Agreement were restructured and refinanced
pursuant to which, among other things:
(A) the Revolving Agent and Revolving Lenders refinanced all
of the Revolving Obligations pursuant to the terms of the
Prepetition ABL Credit Agreement;
(B) the Loan Parties prepaid the principal amount of the Term
Loans outstanding as of February 16, 2023, with proceeds from the
Middleborough Property Sale in an amount equal to $84.2 million;
and
(C) the Original Prepetition Credit Agreement was amended and
restated pursuant to the Eighth Amendment to Credit Agreement, made
effective as of February 16, 2023 by the Prepetition A&R Term Loan
Agreement.
CTS and certain of its affiliates, EBC SPV and ReStore, as lenders,
and EBC, as administrative agent and collateral agent, are parties
to the Revolving Credit Agreement, dated as of February 16, 2023.
The Prepetition ABL Credit Agreement provided the Prepetition ABL
Obligors with an asset-based revolving credit facility in a maximum
principal amount of $100 million, subject to a borrowing base, as
set forth in the Prepetition ABL Credit Agreement. As of the
Petition Date, approximately $23.194 million in principal was
outstanding under the Prepetition ABL Facility in the form of
"Revolving Loans", plus an outstanding letter of credit in the
stated amount of $2.1 million, plus interest accrued and accruing
at the rates set forth in the Prepetition ABL Credit Agreement.
The Debtors and Christmas Tree Shops of Massachusetts, LLC, each
"Lender" from time to time party thereto, and Pathlight, as
administrative agent and collateral agent, are parties to the
Amended and Restated Credit Agreement, dated as of February 16,
2023. Pursuant to the Prepetition A&R Term Loan Agreement, the
Prepetition Term Loan Secured Parties are indebted to the
Prepetition Term Loan Lenders in respect of senior secured term
loans. As of the Petition Date, not less than $16.071 million in
principal was outstanding under the Prepetition A&R Term Loan
Agreement.
As adequate protection, the DIP Agent for the benefit of itself and
other DIP Secured Parties is granted superpriority administrative
expense claim status in respect of all DIP Obligations.
The DIP Secured Parties are granted valid, enforceable,
non-avoidable, automatically and fully perfected DIP Liens in all
DIP Collateral.
A copy of the order is available at https://urlcurt.com/u?l=KF1nxc
from PacerMonitor.com.
About Christmas Tree Shops, LLC
Christmas Tree Shops, LLC operates a chain of brick-and-mortar home
goods retail stores that specializes in year-round seasonal goods
at value pricing. CTS stores offer a variety of products including
home decor, bed and bath products, including home decor, bed and
bath products, and seasonal products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del Lead Case No. 23-10576) on May 5,
2023. In the petition signed by Marc Salkovitz, executive chairman,
the Debtor disclosed up to $100 million in assets and up to $500
million in liabilities.
Judge Thomas M. Horan oversees the case.
The Debtors tapped Troutman Pepper Hamilton Sanders LLP and Murphy
& King, PC as legal counsel; and Kurtzman Carson Consultants, LLC
as claims agent.
COMSTOCK RESOURCES: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Comstock Resources Inc.'s (Comstock)
Long-Term Issuer Default Rating at 'B+'. The Rating Outlook is
Stable.
Comstock's rating reflects the company's position as one of the
largest producers of natural gas in the Haynesville Shale Basin,
its industry leading operating and drilling cost structure, the
company's ability to generate positive FCF under base and strip
pricing assumptions, and relatively low differentials due to its
proximity to the Henry Hub and its deep drilling inventory.
The conversion of the preferred stock to common further improves
leverage but increases an already consolidated ownership structure.
This is offset by the company's modestly higher leverage and less
robust hedging program relative to its peers. The Stable Outlook
reflects Fitch's expectation of positive FCF over the forecast
horizon.
KEY RATING DRIVERS
Low Cost Operator: Comstock's cost structure supports the credit
rating. The company has one of the lowest operating cost structures
among its natural gas peers due to its low lease operating costs
and gathering and transportation costs. Comstock's total cash costs
per unit of production are just above $1/mcfe which is lower than
other Haynesville peers. The Haynesville shale basin is a
relatively expensive basin in which to operate as wells tend to be
deeper, higher pressure, and hotter than wells in other plays which
adds complexity and cost to the drilling process. The proximity of
Comstock's acreage to Henry Hub allows the company to achieve
minimal differentials for its natural gas.
Haynesville Scale: Comstock is one of the largest producers in the
Haynesville shale basin with strong positions in both Eastern and
Western parts of the play. The Eastern provides strong production
and the Western provides access to a more prospective part of the
play that has shown strong initial results and may provide
substantial production growth in the future. Comstock's scale
provides for significantly lower operating, gathering and
transportation, and drilling costs. Haynesville producers have been
putting down rigs in the current low-price environment but the
basin is expected to be a primary beneficiary of expected increases
in Gulf Coast natural gas liquefaction capacity which will provide
greater access to more attractive export markets.
Consistent FCF generation: In Fitch Base and Strip cases, a
reversion to slightly lower capex in years beyond 2023 allows for
consistent positive FCF generation throughout the remainder of the
forecast period. Comstock has been FCF positive since 2020. Using
the middle of Comstock's 4% to 13% production growth guidance for
2023 and the full $1.2 billion 2023 capital program results in
negative FCF. Fitch believes that in low-price scenarios Comstock
could cut capital spending back to levels more in line with
historical spending ($500 million to $600 million) with modest
declines in production.
Diminished Hedging Program: Fitch view Comstock's decreased hedging
level as a modest credit negative. Comstock has typically hedged
approximately 50%-60% of its forward 12-month gas production;
however only 35% of expected 2023 production is hedged at an
average price of $2.99/mcf. At present, the company has none of its
production hedged beyond 2023. The lower level of hedging leaves
Comstock more exposed to low price environments. Fitch expects
Comstock to extend hedging into 2024 in line with its historical
policy in the coming months.
Favorable Debt Paydown: Fitch views the paydown of $506 million in
debt during 2022 favorably. Comstock retired the remaining $244
million of 2025 unsecured notes and paid down the $235 million that
was outstanding on the revolver. In addition, the conversion of the
$175 million of preferred equity into common shares counts as
further debt reduction as this preferred stock was not given any
equity credit by Fitch. Post the debt paydown and preferred
conversion Comstock's Fitch calculated EBITDA leverage is 1.1x but
is forecast to increase to 1.8x in 2023.
DERIVATION SUMMARY
Fitch estimates Comstock's EBITDA leverage at 1.1x as Dec. 31, 2022
and remaining at or under 2.0x levered throughout the forecast
period. With leverage in the mid to high 1x level it is on the
higher end relative to single B gas-focused peers. This is offset
by solid liquidity, lack of near-term maturities and low-cost
structure relative to its peers as evidenced by its high EBITDA
margins.
Comstock's 2022 production of 1,373 mmcfe/d is higher than other
single B peers other than Ascent Resources Utica Holdings
(B/Positive; 2,115 mmcfe/d). With reserves totalling 6.7 Tcfe,
again Comstock is larger than all the single B gas-focused peers
except Asent (8.9 Tcfe). Comstock's 2022 Fitch calculated netback
of $5.15/mcfe was the highest among its peers, including Ascent
($4.93/mcfe), Aethon United BR LP (B/Stable; $4.33/mcfe), Gulfport
Resources (B+/Stable; $4.83/mcfe), and Encino Acquisition
Corporation (B/Stable; $5.10/mcfe).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case:
- West Texas Intermediate oil prices of $80/bbl in 2023, $70/bbl in
2024, $60/bbl in 2025 and $50/bbl in 2026;
- Henry Hub natural gas price of $3.50/mcf in 2023 and 2024, $3/mcf
in 2025 and $2.75/mcf in 2026;
- Production growth of 8% in 2023 and mid-single digit growth
throughout the forecast period;
- Capex of $1.2 billion in 2023 and decreasing to $1billion in
2024, $800 million in 2025 and $700 million in 2026;
- No incremental acquisitions, divestitures or equity issuance.
$139 million annual dividend and any FCF is assumed to be used to
reduce debt.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Material increase in production and reserves;
- Demonstrated commitment to stated conservative financial policy,
including hedging program;
- Midcycle EBITDA leverage sustained below 2.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Midcycle EBITDA leverage above 2.5x;
- A material reduction in liquidity through excessive borrowings or
a reduction in the borrowing base;
- A change in terms of financial policy that is debtholder
unfriendly.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: Comstock had $55 million of cash on hand and full
availability under its $1.5 billion revolver ($2 billion borrowing
base and $1.5 billion commitment) as of Dec. 31, 2022. The company
addressed its 2025 and 2026 maturities and extended its revolver
out to November 2027. In addition, Fitch anticipates modest
positive FCF throughout the forecast period. Comstock's next
maturity is the revolver in 2027 followed by the $1.2 billion
unsecured notes due in 2029 and the $965 million unsecured notes
due in 2030. The revolver has two financial covenants: a leverage
ratio of less than 3.5:1.0 and a current ratio of at least 1.0:1.0.
The company complied with both as of Dec. 31, 2022.
ISSUER PROFILE
Comstock Resources, Inc. (CRK) is an independent E&P company that
operates in the Haynesville Basin. The company has proved reserves
of 6.7 Tcfe and a PV-10 value of $12.6 billion as of Dec. 31, 2022.
Production for 2022 was 1,373 mmcfe/d, of which 99.9% was gas and
.1% was oil.
While public, 66% of the shares of the company are held by one
shareholder. This shareholder is not on the Board but does exert a
level of strategic control of the company.
ESG CONSIDERATIONS
The ESG credit relevance score for Governance Structure is a '4'
due to the consolidated ownership of the common shares with 66% of
the outstanding shares owned by one shareholder. This shareholder
does not sit on the Board but can exert a level of strategic
control. Unless otherwise disclosed in this section, the highest
level of ESG credit relevance is a score of '3'. This means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Comstock
Resources Inc. LT IDR B+ Affirmed B+
senior
unsecured LT BB- Affirmed RR3 BB-
senior secured LT BB+ Affirmed RR1 BB+
CYXTERA DC: Moody's Lowers CFR to Caa3 on Bankruptcy Filing
-----------------------------------------------------------
Moody's Investors Service downgraded Cyxtera DC Holdings, Inc.'s
probability of default rating to D-PD from Caa2-PD following the
announcement that the company filed a petition for relief under
Chapter 11 of the US Bankruptcy Code in the US Bankruptcy Court for
the District of New Jersey on June 4, 2023. Cyxtera's corporate
family rating was downgraded to Caa3 from Caa2. Moody's downgraded
the company's senior secured first lien credit facility, consisting
of a revolver and term loan, to Caa3 from Caa2. The speculative
grade liquidity (SGL) rating is unchanged at SGL-4. The outlook
remains negative.
The downgrades and negative outlook reflect, in part, Cyxtera's
governance weaknesses, including aggressive financial strategy and
risk management practices and an inconsistent track record as
evidenced by the company's protracted and unsuccessful efforts to
facilitate the refinancing of debt in advance of 2023 and 2024
maturities per Moody's prior expectations, resulting in the
necessity of a bankruptcy filing as a result. Cyxtera's CIS-5
reflects the risks arising from these governance factors.
Subsequent to the actions, Moody's will withdraw the below listed
ratings due to Cyxtera's bankruptcy filing.
Downgrades:
Issuer: Cyxtera DC Holdings, Inc.
Corporate Family Rating, Downgraded to Caa3 from Caa2
Probability of Default Rating, Downgraded to D-PD from Caa2-PD
Senior Secured First Lien Bank Credit Facility, Downgraded to Caa3
from Caa2
Outlook Actions:
Issuer: Cyxtera DC Holdings, Inc.
Outlook, Remains Negative
RATINGS RATIONALE
The downgrade of the PDR reflects Cyxtera's bankruptcy filing on
June 4, 2023 to implement agreed-upon terms for a pre-arranged
financial restructuring plan with certain lenders holding over
two-thirds of the company's outstanding term loan. The Caa3 CFR and
Caa3 senior secured ratings reflect Moody's view of above average
estimated recovery for the corporate family at default. Under this
financial restructuring plan Cyxtera is expected to meaningfully
reduce balance sheet debt and provide significant financial
flexibility to support continued investment in long term growth.
The company has also received commitments for a $200 million
debtor-in-possession (DIP) financing from certain of the term loan
lenders. Following court approvals Cyxtera's liquidity will total
around $210 million while in bankruptcy, comprised of approximately
$60 million of balance sheet cash and around $150 million
availability under the DIP facility. The DIP financing agreement
provides for the additional financing to convert to a revolving
exit facility upon emergence from bankruptcy.
Headquartered in Coral Gables, FL, Cyxtera DC Holdings, Inc.
consists of 60 carrier-neutral data centers providing colocation
services across 30 markets on three continents to over 2,300
leading enterprises, service providers and government agencies.
The principal methodology used in these ratings was Communications
Infrastructure published in February 2022.
CYXTERA TECHNOLOGIES: Seeks $200MM DIP Loan From Wilmington
-----------------------------------------------------------
At the behest of Cyxtera Technologies, Inc. and its
debtor-affiliates, the U.S. Bankruptcy Court for the District of
New Jersey entered an interim order granting the Debtors authority
to use cash collateral and obtain postpetition financing.
Cyxtera has 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. This new financing is
expected to provide sufficient liquidity to support Cyxtera during
this process and beyond.
As Cyxtera moves through the court-supervised process, it is
continuing to pursue a potential sale of the business or a
significant investment from a new investor.
$200-Mil. Facility
When they entered Chapter 11, the Debtors had $40.7 million in cash
on hand, which is insufficient to support their global operations
during the first 28 days of the cases. Without the DIP Facility,
the Debtors would risk being financially unable to meet their
obligations in the ordinary course. Accordingly, if approved, the
Debtors will use the proceeds of the DIP Facility to, among other
things, honor employee wages and benefits, meet lease obligations,
fund general and corporate operating needs and the administration
of the chapter 11 cases, and provide adequate protection to the
Debtors' prepetition credit facility lenders, all in accordance
with the initial DIP budget.
The proposed DIP Facility, if approved, will provide the Debtors
with $150 million of new liquidity for use during the pendency of
these chapter 11 cases, of which $40 million will be made available
following entry of the Interim Order, with the remaining $110
million to be made available for withdrawal following entry of the
Final Order.
Additionally, the proposed DIP Facility includes a "roll up"
component of $36 million of bridge financing term loans issued to
the Debtors shortly before the filing of the chapter 11 cases.
Finally, the Company will have access to $14 million of funds to be
released from escrow from the converted Bridge Facility.
Wilmington Savings Fund Society, FSB serves as the agent under the
DIP Facility.
Restructuring Support Deal
The Debtors commenced the Chapter 11 cases with a restructuring
support agreement that enjoys the support of approximately 64% of
the holders of first lien claims as well as the support of certain
holders of the Company's outstanding equity interests. The
Restructuring Support Agreement contemplates a dual-track process
whereby the Debtors can continue their prepetition marketing
process in-court, while simultaneously pursuing a debt-for-equity
plan that may result in the first lien lenders owning 100% of the
Debtors' reorganized equity.
In early May 2023, it became clear the Debtors required immediate
access to bridge financing to secure additional runway to
facilitate an organized Chapter 11 filing and support the
continuation of their Marketing Process. Certain of the Consenting
Lenders provided emergency bridge financing in the form of a $50
million new money term loan bridge facility, of which $36 million
was drawn by the Debtors before the Petition Date.
Following entry into the Restructuring Support Agreement, the
Debtors secured commitments from the ad hoc group of first lien
lenders represented by Gibson, Dunn & Crutcher LLP as legal counsel
and Houlihan Lokey, Inc. as financial advisor to provide a proposed
$200 million superpriority senior secured debtor-in-possession
financing facility.
The Debtors, with Guggenheim's assistance, solicited interest from
the market for other DIP financing proposals, but the available
alternatives were either not actionable, on less favorable terms,
or both.
DIP Loan Terms
Accordingly, the Debtors seek approval of the DIP Facility to fund
the administration of these chapter 11 cases and finalize their
already more than two-months-long Marketing Process. The Debtors
contend the DIP Facility provides invaluable certainty to the
Debtors and their stakeholders at the outset of the chapter 11
cases that they will have the liquidity necessary to finalize the
Marketing Process in a thorough, organized fashion, and to
ultimately effectuate a reorganization of the Debtors' estates in
an orderly and predictable manner.
The DIP Facility matures through the earliest of:
(i) The date that is 6 months after the Effective Date, as
such date may be extended;
(ii) The date on which all Loans are accelerated and all
unfunded Commitments (if any) have been terminated in accordance
with the Agreement, by operation of law or otherwise;
(iii) The date the Bankruptcy Court orders a conversion of the
Chapter 11 Cases to a chapter 7 liquidation or the dismissal or
termination of the chapter 11 case or the Canadian Recognition
Proceeding of any Debtor;
(iv) The closing of any sale of assets pursuant to 11 U.S.C.
Section 363, which when taken together with all other sales of
assets since the Effective Date, constitutes a sale of
substantially all of the assets of the Loan Parties;
(v) The Plan Consummation Date; and
(vi) Proceedings under or pursuant to the Bankruptcy and
Insolvency Act have been commenced in respect of the Canadian-based
affiliates of the Debtors, which serve as guarantors, unless
otherwise consented to in writing by the Required Lenders (which
consent may be communicated via an email from either of the
Specified Lender Advisors).
Solely in the event the RSA is terminated or expires, the Borrower
will, or will cause, the actions and events set forth in the RSA to
occur by the times and dates set forth therein as of the date the
RSA is terminated or expires, as such actions and events may be
waived, amended or modified at the Direction of the Required
Lenders.
The DIP Facility is the culmination of extensive prepetition
negotiations between the Debtors and the DIP Lenders and is the
only actionable proposal that the Debtors received. Access to the
proposed DIP Facility will:
(a) ensure that the Debtors have sufficient funding to
complete the Marketing Process and consummate the prearranged plan
contemplated by the Restructuring Support Agreement;
(b) provide the liquidity to operate uninterrupted during the
chapter 11 cases; and
(c) send a clear signal to the Debtors' stakeholders that the
Debtors' business is on the path to improved, sustainable results.
The Debtors will use proceeds of the DIP Facility and cash
collateral to:
(a) pay the principal, interest, fees, expenses and other
amounts payable and reimbursable under the DIP Documents or the
Interim Order as such become due, including, without limitation,
commitment fees and the fees and disbursements of the DIP Lender
Professionals;
(b) make permitted adequate protection payments;
(c) provide financing for working capital and other general
corporate purposes, including for bankruptcy-related costs and
expenses; and
(d) fund the Carve Out Reserves, all to the extent provided
in, and in accordance with, the Approved Budget, the Interim Order
and the DIP Documents.
As of the Petition Date, the Debtors have approximately $1.02
billion in aggregate outstanding principal and accrued interest for
funded debt obligations.
The Debtors propose to provide the Prepetition Priority Secured
Parties with a variety of adequate protection to protect against
the postpetition diminution in value of the cash collateral
resulting from the use, sale, or lease of the cash collateral by
the Debtors and the imposition of the automatic stay:
(a) Prepetition Priority Adequate Protection Liens. Solely to
the extent of any Diminution in Value of the Prepetition Priority
Secured Parties' interest in Prepetition Priority Collateral, the
Prepetition Priority Secured Parties will be granted the following
as adequate protection additional and replacement, valid, binding,
enforceable non-avoidable, and effective and automatically
perfected postpetition security interests in and liens on all DIP
Collateral upon entry of the Interim Order; and
(b) Prepetition First Lien Adequate Protection Liens. Solely
to the extent of any Diminution in Value of the Prepetition First
Lien Secured Parties' interest in Prepetition First Lien
Collateral, the Prepetition First Lien Secured Parties are granted
the following as adequate protection additional and replacement,
valid, binding, enforceable non-avoidable, and effective and
automatically perfected postpetition security interests in and
liens on all DIP Collateral upon entry of the Interim Order.
A copy of the motion is available at https://urlcurt.com/u?l=LO3hLy
from PacerMonitor.com.
About Cyxtera Technologies Inc.
Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. --
https://www.cyxtera.com -- is a global data center company
providing retail colocation and interconnection services. The
Company provides a suite of connected and automated infrastructure
and interconnection solutions to more than 2,300 enterprises,
service providers and government agencies around the world --
enabling them to scale faster, meet rising consumer expectations
and gain a competitive edge.
Cyxtera and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on
June 4, 2023. In the petition signed by Eric Koza, chief
restructuring officer, the Debtor disclosed up to $131 million in
assets and up to $2.679 billion in liabilities.
Judge John K. Sherwood oversees the case.
The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis
International LLP as general bankruptcy counsel, Cole Schotz P.C.
as co-bankruptcy counsel, Guggenheim Securities, LLC as investment
banker, AlixPartners LLP as restructuring advisor, and Kurtzman
Carson Consultants LLC as noticing and claims agent.
An ad hoc group of first lien lenders is represented by Gibson,
Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as
financial advisor.
DATABASEUSA.COM LLC: Authority Motion and Sanctions Order Dismissed
-------------------------------------------------------------------
In the appealed case captioned as In re: DATABASEUSA.COM LLC,
Debtor, INFOGROUP, INC., Appellant, v. DATABASEUSA.COM LLC; EVEREST
GROUP LLC, Appellees. In re: DATABASEUSA.COM LLC, Debtor,
DATABASEUSA.COM LLC, Appellant, v. INFOGROUP, INC., Appellee, and
EVEREST GROUP LLC, Defendant, Nos. 22-15734, 22-15856, (9th Cir.),
the U.S. Court of Appeals for the Ninth Circuit has dismissed the
cross-appeals of the district court's order as to the Authority
Motion and the sanctions orders for lack of jurisdiction under 28
U.S.C. Section 158(d)(1).
DatabaseUSA.com LLC filed for Chapter 11 bankruptcy. Infogroup,
Inc. a creditor, moved in the bankruptcy court for authority to
pursue avoidance claims on behalf of DatabaseUSA.com. The
bankruptcy court denied the motion, and Infogroup appealed. Despite
the bankruptcy court's order, Infogroup filed an adversary
complaint to preserve its claims before the limitations period
expired.
DatabaseUSA.com then moved for sanctions against Infogroup for
violating the bankruptcy court's order. The bankruptcy court
granted the sanctions motion and ordered Infogroup to dismiss its
adversary complaint and to pay attorney's fees to DatabaseUSA.com.
Infogroup appealed the sanctions.
The district court remanded the bankruptcy court's order denying
Infogroup's Authority Motion for further factfinding on a demand
futility issue and dismissed the appeal from the award of sanctions
for lack of jurisdiction. Infogroup and DatabaseUSA.com now
cross-appeal those rulings.
The Ninth Circuit determines that it lacks jurisdiction to review
the district court's order. The Court explains that a review of the
district court's remand of the Authority Motion would result in
piecemeal litigation and judicial inefficiency. Even if the Court
were to review the demand futility issue, it would still have to
remand for the bankruptcy court to decide the other elements in the
first instance. The Court further explains that the bankruptcy
court is better situated to decide demand futility and the
remaining elements in the first instance. Indeed, the bankruptcy
court held a four-day evidentiary hearing on the Authority Motion.
Thus, the bankruptcy court is better situated to determine the
issue.
Because the district court did not issue a final decision regarding
sanctions, the Ninth Circuit concludes that it lacked jurisdiction
on the appeal of the sanctions orders. The district court found
that it lacked jurisdiction over the sanctions appeals because they
concerned nonfinal orders of the bankruptcy court. Accordingly, the
Ninth Circuit has no decision from the district court to review.
And because the issue of sanctions may be affected by the
resolution of the Authority Motion, a decision on the merits of the
sanctions orders would be premature.
A full-text copy of the Memorandum dated May 18, 2023, is available
https://tinyurl.com/59bvyce6 from Leagle.com.
About DatabaseUSA.com LLC
DatabaseUSA.com LLC -- https://databaseusa.com/ -- provides
full-service database and email marketing solutions. It offers
customers a database of 15 million businesses.
DatabaseUSA.com sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 19-10001) on Jan. 1, 2019,
disclosing $10 million to $50 million in both assets and
liabilities. Fred Vakili, manager, signed the petition.
Judge Natalie M. Cox oversees the case.
Garman Turner Gordon, LLP and Dvorak Law Group, LLC, serve as the
Debtor's bankruptcy counsel.
DAVID'S BRIDAL: Bridal Shops Give Discounts to Affected Brides
--------------------------------------------------------------
Arianna Sergio of Whas 11 reports that Louisville bridal shops are
extending a helping hand to brides that have been affected by the
David's Bridal bankruptcy.
Adorn Bridal Shop, located in the heart of NuLu, is offering 10%
off of dresses, veils, and accessories to these brides.
"At Adorn Bridal, our goal is to become the most trusted bridal
store in Louisville, KY. We are committed to providing expert
bridal styling and guidance to every bride who walks through our
doors," Bethany Hogsett, store manager at Adorn Bridal, said.
According to a press release from Adorn Bridal, the shop aims to
ensure that every bride has the best opportunity to find their
"perfect dress" to confidently prepare for their big day.
The bridal shop offers an array of one-of-a-kind wedding dresses,
with prices starting at $1,200. Their collection caters to brides
with budgets between $1,200 and $2,000, the release said.
"We listen to your desires, concerns, and vision with honesty and
compassion, and we take pride in helping you find your perfect
wedding dress," Hogsett said.
Adorn Bridal said brides are encouraged to make an appointment
online beforehand.
USA Bridal on Hurstbourne Parkway and in Elizabethtown are also
offering deals to brides affected by the David's Bridal
bankruptcy.
The bridal shop is offering brides who had problems getting their
gowns up to $200 off their gown.
About David's Bridal
David's Bridal, based in Conshohocken, Pa., and its affiliated
entities are international bridal and special occasion retailers.
They sell a broad assortment of bridal gowns, bridesmaid dresses,
special occasion dresses and accessories.
Then with over 300 stores, David's Bridal, Inc., and its three
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 18-12635) on Nov. 19, 2018. The Hon. Laurie Selber Silverstein
was the case judge. Debevoise & Plimpton LLP served as the
Company's legal advisor, Evercore LLC was the financial advisor and
AlixPartners LLP was the restructuring advisor. In January 2019,
David's Bridal successfully emerged from Chapter 11 bankruptcy and
completed its financial restructuring.
With 294 stores across the United States, Canada, and United
Kingdom, David's Bridal, LLC, f/k/a David's Bridal, Inc., and five
affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J.
Case No. 23-13131) on April 16, 2023, listing $100 million to $500
million in both estimated assets and estimated liabilities.
The Hon. Christine M. Gravelle presides over the Debtors' new
Chapter 11 cases.
Joshua A. Sussberg, P.C., Christopher T. Greco, P.C., Rachael M.
Bentley, Esq., and Alexandra Schwarzman, P.C., at Kirkland & Ellis
LLP; and Michael D. Sirota, Esq., Felice R. Yudkin, Esq., and
Rebecca W. Hollander, Esq., at Cole Schotz P.C., serve as counsel
to the Debtors in the new Chapter 11 cases. The Debtors' financial
advisor is Berkeley Research Group, LLC; investment banker is
Houlihan Lokey Capital, Inc.; liquidation consultant is Gordon
Brothers Retail Partners, LLC; and claims and noticing agent is
Omni Agent Solutions.
DFREH 1436 W NEDRO AVENUE: Files for Chapter 11 Bankruptcy
----------------------------------------------------------
DFREH 1436 W Nedro Avenue LLC filed for chapter 11 protection in
the Eastern District of New York.
The Debtor is an indirect affiliate entity of American Regional
Capital Partners, LLC ("ARC"), a multi-asset investment firm.
ARC's real estate business often involves pursuing complex
distressed real estate opportunities.
Earl R. Davis is the CRO of the Debtor and the CEO of ARC. Earl
Rasheed Davis himself sought Chapter 11 protection (Bankr. E.D.N.Y.
Case No. 18-40766) in February 2018 but the case was closed in
February 2021.
The Debtor, DFREH 1436 W Nedro Avenue LLC, was first organized in
2020 to acquire a particular residential property in Philadelphia
and has since expanded the scope of its business operations to
become a holding company of fractionalized real estate interests
(ranging from 5% to 100%) in a group of properties many of which
are in Brooklyn, NY.
According to Mr. Davis, many of the Brooklyn Properties share a
common basic history in that the fractional interests were acquired
from the surviving heirs of original owners and were subject to
adverse title claims. At the time of the acquisition, at least 11
properties in Brooklyn were subject to title claims emanating from
fake, false-pretense, or forged deeds, some of which relate to a
fraudster named Kevin Walker, a/k/a Kevin L. Walker Sr., convicted
in 2011 for stealing nearly a dozen properties by forging the names
of rightful owners, some of whom were deceased at the time of the
alleged conveyances.
It is the Debtor's position that any subsequent lender or alleged
owner in the chain of title through Kevin Walker had record notice
of a potential title defect and can't legitimately be deemed a good
faith purchaser, rendering the Walker-associated title infirm and
inferior to that of the Debtor as the successor to the heirs of the
original and rightful owners.
The success of the Chapter 11 case will revolve around whether the
Debtor and its affiliates can efficiently establish that they
retain a superior interest in the Properties and whether the Debtor
can nullify the adverse claims against title in a consolidated
forum. The Debtor will proceed with the filing and prosecution of
the adversary proceeding shortly after the commencement of the
Chapter 11 case, with the goal of obtaining an expeditious
resolution of the outstanding adverse title caims so as to be in a
position to formulate a plan of reorganization.
About DFREH 1436 W Nedro Avenue
DFREH 1436 W Nedro Avenue LLC was first organized in 2020 to
acquire particular residential property in Philadelphia and has
since expanded the scope of its business operations to become a
holding company of fractionalized real interests (ranging from 5%
to 100%) in a group of properties many of which are in Brooklyn,
NY.
DFREH 1436 W Nedro Avenue LLC sought relief under Chapter 11 of the
U.S. Bankruptcy (Bankr. E.D.N.Y. Case No. 23-41819) on May 23,
2023.
In the petition filed by Earl R. Davis, as chief restructuring
officer, the Debtor reported assets and liabilities between $1
million and $10 million each. The petition states that funds will
be available to unsecured creditors.
The Debtor is represented by:
J Ted Donovan, Esq.
Goldberg Weprin Finkel Goldstein LLP
c/o American Regional Capital
295 Madison Avenue
New York, NY 10017-6434
DGS REALTY: Seeks to Continue Using Cash Collateral Thru Aug 31
---------------------------------------------------------------
DGS Realty, LLC asks the U.S. Bankruptcy Court for the District of
New Hampshire for authority to continue using cash collateral and
provide adequate protection to PHH Mortgage Services through August
31, 2023.
PHH Mortgage, as the cash collateral lien holder, is the servicer
for U.S. Bank National Trust Association, as Trustee for Lehman
Brothers Small Balance Commercial Mortgage Pass-Through
Certificates, Series 2006-3.
PHH Mortgage holds or claims to hold:
-- a blanket first priority mortgage of record on the real
estate at 74 Regional Drive, and 72 Regional Drive, both in
Concord, New Hampshire; and
-- a collateral assignment of the rents thereof.
The PHH Mortgage First Priority Mortgage and Rent Assignment secure
the payment of $2,078,589, which is evidenced by a promissory note
in the original principal amount of $862,500.
The Debtor proposes not to spend or use more than $10,192 per month
during the period between July 1 and August 31, 2023, without the
written consent of the secured lender, as appropriate.
The cash collateral will be used solely and exclusively for the
purpose of paying the mortgage and taxes of the Debtor in the
ordinary course of business to the extent provided for in the
Budget and such other costs and expenses as may be authorized in
writing by the Secured Lender, as appropriate.
The Debtor will provide PHH Mortgage with adequate protection for
any loss or diminution in value of the cash collateral securing
their claims to the extent such claims qualify as secured claims
under Bankruptcy Code Section 506 pending the further Court order
or orders.
PHH Mortgage is being paid $6,750 per month plus real estate tax
escrow in the amount of $3,066 each month as adequate protection
payments beginning on February 1, 2023, and on the same date of
each month thereafter during the Use Term. These are the Debtor's
normal monthly payments.
The Proposed Order includes a "winding down" proviso under which
the Court reserves the right to enter further orders as may be
necessary regarding the use of cash collateral to provide for
payment of any administrative claims for wage and trade creditors
who have supplied goods or services to the Debtor during the period
of operation under the order (and any stipulation) which remain
unpaid at the time of termination of authorized cash collateral
usage, and which goods or services have created additional
collateral for the secured claimant.
The Budget for July and August, 2023 includes the monthly payment
for the Debtor consisting of a $376 payment to the Small Business
Association representing the first payment for the secured loan
from the SBA. The Debtor obtained the loan prior to filing Chapter
11; however, the loan provided that payments were to commence
February 1, 2023.
A copy of the motion is available at https://urlcurt.com/u?l=KtzzAT
from PacerMonitor.com.
A copy of the budget is available at https://urlcurt.com/u?l=geQKCx
from PacerMonitor.com.
The Debtor projects $99,379 in total income and $10,192 in total
expenses for July 2023 and $89,187 in total income and $10,192 in
total expenses for August 2023.
About DGS Realty
Concord, New Hampshire-based DGS Realty, LLC, owns a parcel of land
with three buildings on the property known as 74 Regional Drive,
Concord, New Hampshire. Formed around May 10, 2017, the company is
owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A.
Booth, each having a 1/3 interest.
DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No.
22-10028) on January 24, 2022. In the petition signed by David H.
Booth, the manager, the Debtor estimated assets and debts between
$1 million and $10 million.
Judge Bruce A. Harwood oversees the 2022 case.
Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at
Victor W. Dahar Professional Association.
The company is an affiliate of Walter H. Booth Clause 4 Trust,
which sought bankruptcy protection (Bankr. D.N.H. Case No.
16-11598) on Nov. 16, 2016. DGS Realty previously filed a Chapter
11 petition (Bankr. D.N.H. Case No. 18-10024) on Jan. 11, 2018.
DIEBOLD NIXDORF: Davis Polk Advises Creditors on Chapter 11
-----------------------------------------------------------
Davis Polk is advising an ad hoc group of secured creditors in
connection with the chapter 11 restructuring of Diebold Nixdorf,
Incorporated and certain of its subsidiaries and the related
proceedings under the Dutch Act on Confirmation of Extrajudicial
Plans (Wet homologatie onderhands akkoord or WHOA). On June 1,
2023, Diebold filed voluntary chapter 11 petitions in the United
States Bankruptcy Court for the Southern District of Texas. Shortly
before the filing, the ad hoc group executed a restructuring
support agreement with Diebold, which, among other things,
contemplates a $1.25 billion DIP financing loan backstopped by
members of the ad hoc group.
The DIP financing, which was approved on an interim basis by the
Bankruptcy Court at Diebold's "first day" hearing held on June 2,
2023, will provide ongoing liquidity for Diebold's chapter 11 cases
and will be used to immediately refinance certain of Diebold's
existing indebtedness.
As of May 31, 2023, the ad hoc group held approximately 80% of
Diebold’s superpriority term loans, 78% of Diebold’s first-lien
term loans, 76% of Diebold’s first-lien notes and 59% of
Diebold’s second-lien notes.
Incorporated in Ohio, Diebold is a global leader in financial and
retail technology, with presence in over 100 countries. In addition
to producing hardware, such as ATMs, Diebold provides maintenance
services for its hardware and produces banking and retail
software.
The Davis Polk restructuring team includes partners Damian S.
Schaible and Adam L. Shpeen and associates Dylan A. Consla, Amber
Leary, Mariya Dekhtyar and Linyang Wu. The finance team includes
counsel Christian Fischer and Jason Palios and associates Alexander
K.B. Shimamura, Bryan Mendiola and Audrey Youn. Counsel Robert
(Bodie) Stewart is providing capital markets advice. Partner Lucy
W. Farr is providing tax advice. All members of the Davis Polk team
are located in the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
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.
DMCC 450 CHARLES COURT: Commences Subchapter V Bankruptcy Process
-----------------------------------------------------------------
DMCC 450 Charles Court LLC filed for chapter 11 protection in the
Middle District of Florida. The Debtor elected on its voluntary
petition to proceed under Subchapter V of chapter 11 of the
Bankruptcy Code.
According to court filings, DMCC 450 Charles Court LLC estimates
between $1 million and $10 million in debt owed to 1 to 49
creditors. The petition states that funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
June 26, 2023 at 12:00 p.m. in Room Telephonically on telephone
conference line:(877) 801-2055 (participant passcode: 8940738#).
About DMCC 450 Charles Court
DMCC 450 Charles Court LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 23-01977) on May 24, 2023. In the petition filed by
Pradeep Matharoo, as president, the Debtor reported assets and
liabilities between $1 million and $10 million each.
Aaron R. Cohen has been appointed as Subchapter V trustee.
The Debtor is represented by:
Justin M Luna, Esq.
Latham, Luna, Eden & Beaudine, LLP
234 N. Westmonte Drive, Suite 3000
Altamonte Springs, FL 32714
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
DMCC AMERICAS: 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 Americas, Inc.
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 Americas
DMCC Americas, Inc., a company in Altamonte Springs, Fla., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-01978) on May 23, 2023, with $10
million to $50 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.
EMMANUEL HEALTH: Taps EEPB InnovaTax, Dannah as Tax Consultants
---------------------------------------------------------------
Emmanuel Health Homecare, Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire EEPB
InnovaTax and Dannah Investment Group, LLC as tax consultants.
The Debtor requires a tax consultant to provide tax and financial
planning services for constituting the calculation of, filing for,
and organization of claims related to the employee retention tax
credit any other business services directly related to its Chapter
11 proceedings.
The firms charge a 20% fee of the employment retention tax credit
benefit identified for the Debtor, due only upon receipt of the
benefit, which includes all expenses relative to the completion of
the service or document.
As disclosed in court filings, both firms do not represent an
interest adverse to the Debtor and its estate.
The firms can be reached at:
T. Brett Mach
EEPB InnovaTax
2950 N. Loop West, Suite 1200
Houston, TX 77092
Phone: (713) 622-0016
Email: brett.mach@eepbinnovatax.com
Email: info@innovatax.com
-- and --
Richard Rodgers
Dannah Investment Group, LLC
1717 Main Street, Suite 5650
Dallas, TX 75201
Phone: (214) 614-2665
Email: team@dannahinvestments.com
About Emmanuel Health Homecare
Emmanuel Health Homecare, Inc., is a home health care services
provider in Houston, Texas. The company is a small business debtor
as defined in 11 U.S.C. Section 101(51D).
Emmanuel Health Homecare filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy (Bankr. S.D. Texas Case No.
22-33207) on Oct. 28, 2022, with $50,001 to $100,000 in assets and
$100,001 to $500,000 in liabilities. Joyce Jones, R.N., chief
executive officer, signed the petition.
Judge Christopher M. Lopez oversees the case.
The Debtor tapped Margaret Maxwell McClure, Esq., as bankruptcy
counsel and John F. Coggin, CPA as accountant.
FKB LLC: Court OKs $800,000 DIP Loan from Hard Six
--------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized FKB LLC to use cash collateral and obtain senior secured
priming post-petition financing on a final basis.
The Debtor obtained:
-- up to $550,000 -- plus the amounts of the Origination Fee,
the Initial Expense Reimbursement and the Carve-Out Escrow Top-Up
-- in post-petition debtor-in-possession financing on a senior
secured priming basis from Hard Six, LLC, a Pennsylvania limited
liability company; and
-- upon entry of the Final Order, a dollar-for-dollar roll-up
of $250,000 of the DIP Lender's prepetition loans.
As previously reported by the Troubled Company Reporter, the DIP
Lender is an affiliate of Aardvark Event Logistics, Inc., a current
customer of the Debtor. In the weeks preceding the bankruptcy
filing, the DIP Lender provided approximately $500,000 in new money
to enable the Debtor to continue operating and preserve the going
concern value of the business while the Debtor prepared for an
organized bankruptcy filing. In addition, the DIP Lender incurred
professional fees (of its counsel and investment banker) in the
amount of approximately $400,000 in working with the Debtor to
understand its financial position, conduct due diligence,
negotiation of the terms of the Stalking Horse APA, and negotiating
the terms of the bid procedures, bid procedures order, sale order,
and other sale related documents.
The use of DIP Facility proceeds is subject to an operating budget
setting forth the projected financial operations of the Debtor,
which budget will be in form and substance reasonably satisfactory
to the DIP Lender substantially in the form of the initial budget,
with a 25% variance.
The DIP Loans will mature upon the earliest to occur of:
(i) an outside date of June 30, 2023;
(ii) the acceleration of any of the DIP Loans and the
termination of the commitments to make the DIP Loans in accordance
with the terms of the Interim Order or Final Order, as applicable;
and
(iii) the date on which a sale to a party other than the DIP
Lender or its designee closes, which sale will give rise to a
mandatory prepayment.
These parties have asserted a security interest in the Debtor's
assets:
-- SBA
The Debtor is party to a Loan Authorization and Agreement
with the U.S. Small Business Administration, as well as a
Promissory Note and related documents, each dated as of June 18,
2020. The SBA loan has a principal amount of $150,000, bears
interest at a rate of 3.75% per annum, is payable in monthly
installments of $731, and matures on June 18, 2050. The loan is
secured by a security interest in substantially all of the Debtor's
assets. On July 8, 2020, the SBA filed a UCC-1 financing statement
with the Pennsylvania Department of State. According to the
Debtor's books and records, the Debtor owes the SBA approximately
$150,000.
-- Nu Direction
The Debtor is party to a Business Loan Agreement between
the Debtor and Credibility Capital, Inc., dated May 25, 2022,
which, upon information and belief, was assigned to Nu Direction
Lending, LLC. The loan has a principal amount of $500,000 and bears
interest at a rate of 10.99%, plus an origination fee of 2.99% of
the loan amount, for an APR of 12.616%. The loan is payable in
monthly installments of $12,920 and matures 48 months after the
closing date. The loan is secured by a lien on substantially all of
the Debtor's assets. In addition, the loan is guaranteed by the
three Members. On July 6, 2022, Nu Direction filed a UCC-1 filing
statement with the Pennsylvania Department of State. According to
the Debtor's books and records, the Debtor owes Nu Direction
approximately $412,746.
-- Citizens Bank
The Debtor is party to a Credit Agreement with Citizen
Bank, N.A., and a Term Note, each dated as of November 1, 2022. The
loan has a principal amount of $245,000, bears interest at a rate
of 8% per annum, is payable in monthly installments of $5,994, and
matures on November 1, 2026. The loan is secured by a security
interest in substantially all of the Debtor's assets. On November
2, 2022, Citizens Bank filed a UCC-1 financing statement with the
Pennsylvania Department of State. The Citizens Bank loan is
guaranteed by Member John Spetrino. According to the Debtor's books
and records, the Debtor owes Citizens Bank approximately $218,227.
-- Kevin Farrell
The Debtor is party to a Senior Secured Promissory Note
with Kevin F. Farrell, dated as of February 9, 2023. The loan has a
principal amount of $181,000, bears interest at a rate of 10% per
annum, and matures on July 9, 2023. The loan is secured by a
security interest in substantially all of the Debtor's assets. On
February 9, 2023, Farrell filed a UCC-1 financing statement with
the Pennsylvania Department of State. According to the Debtor's
books and records, the Debtor owes Farrell approximately $181,000.
In addition, these two parties have asserted security interests in
certain specified pieces of equipment and filed UCC-1 financing
statements with the Pennsylvania Department of State:
-- First-Citizens
The Debtor is party to a Master EFA Agreement and Equipment
Schedule with CIT Bank, a division of First-Citizens Bank & Trust
Company, each dated as of September 20, 2022, with respect to a
Massivit 1800 3D demo unit -- 2PH large-scale 3D printer. The
Master EFA Agreement states that the Debtor is the owner of the
equipment. The agreement has a 72 month term and is payable in
monthly installments of $4,875. On September 22, 2022, Corporation
Services Company, as representative, filed a UCC-1 financing
statement with the Pennsylvania Department of State with respect to
the equipment. According to the Debtor's books and records, the
Debtor owes First-Citizens approximately $250,961. According to the
Debtor's books and records, the Massivit equipment has an estimated
value of approximately $500,000.
-- Mitsubishi
The Debtor is party to an Equipment Finance Agreement with
Mitsubishi HC Capital America, Inc., dated as of September 30,
2022, with respect to a 5-axis CNC Machine. The agreement has a
60-month term with monthly payments of $4,871 and total payments of
$292,260. On October 4, 2022, Mitsubishi filed a UCC-1 financing
statement with the Pennsylvania Department of State with respect to
the equipment. Two of the Members, Clifford James Barlow and John
Spetrino, guaranteed the debt. According to the Debtor's books and
records, the Debtor owes Mitsubishi approximately $205,601.
Subject to the senior first priority priming lien granted to the
DIP Lender by the DIP Facility, the prepetition secured parties
will retain their respective liens and claims in the priority in
which they existed as of the Petition Date. Under the Budget, the
Debtor currently projects it will generate approximately $349,000
in cash that will be available for distribution to secured
creditors upon closing on the proposed sale.
The Debtor is permitted to use the cash collateral through the date
that is the earliest of: (a) an Event of Default, (b) June 30,
2023, or (c) the occurrence of the effective date of any confirmed
plan of reorganization in the Case.
These events constitute an "Event of Default":
(a) The occurrence of any deviation from the Approved Budget
that is greater than the permitted variances;
(b) Failure of any of the Chapter 11 Milestones to be
satisfied;
(c) Failure by the Debtor to be in compliance in all respects
with any material provision of the Interim Order or Final Order;
(d) Failure to make any payment under the DIP Documents to the
DIP Lender as and when due;
(e) Reversal, modification, amendment, stay or vacatur of the
Interim Order or the Final Order, as entered by the Bankruptcy
Court, without the prior written consent of the DIP Lender;
(f) The filing with the Bankruptcy Court of a plan of
reorganization or liquidation in the Chapter 11 Case that does not
provide for indefeasible payment in full in cash to the DIP Lender
of the DIP Loan and all other amounts outstanding under the Interim
Order or the Final Order on the effective date of such plan;
(g) Failure of the Debtor to have the exclusive right to file
a plan in the Chapter 11 Case;
(h) The appointment in any of the Chapter 11 Case of a
trustee, receiver, examiner, or responsible officer with enlarged
powers relating to the operation of the business of the Debtor
other than the appointment of a Subchapter V Trustee;
(i) The expansion of the powers of the Subchapter V Trustee;
(j) The filing of a motion by the Debtor seeking dismissal of
the Chapter 11 Case or the conversion of the Chapter 11 Case to a
case under Chapter 7 of the Bankruptcy Code;
(k) The granting of relief from the automatic stay by the
Bankruptcy Court as to any material assets of the Debtor to any
other creditor or party in interest in the Chapter 11 Case;
(l) Failure of all amounts due and owing to the DIP Lender
under, in respect of or in connection with the DIP Facility to be
paid in full in cash on the Maturity Date; and
(m) A final determination by the Court that a material
violation or breach (other than by the DIP Lender), of any of the
provisions of the Interim Order or the Final Order has occurred.
A copy of the order is available at https://urlcurt.com/u?l=xfw7lz
from PacerMonitor.com.
About FKB LLC
FKB LLC is a full-service fabrication studio that creates
emotionally transformative experiences for brands, agencies,
communities and developers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-11371) on May 10,
2023. In the petition signed by Clifford James Barlow, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Patricia M. Mayer oversees the case.
Douglas G. Leney, Esq., at Archer & Greiner, PC, represents the
Debtor as legal counsel.
FTX TRADING: Emergent Fidelity Has Plan Exclusivity Until Nov. 30
-----------------------------------------------------------------
Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware extended the exclusive periods during which only
Emergent Fidelity Technologies Ltd. may file its plan and
disclosure statement and solicit acceptances thereof to November
30, 2023 and January 29, 2024, respectively.
Absent an extension, the deadline set by the Court for the Debtor
to file its disclosure statement and Chapter 11 plan was June 3,
2023 and the solicitation exclusive period on August 2.
Emergent Debtor explained that its Chapter 11 Case has required
coordination with many constituencies not only before the
Bankruptcy Court, but in several other Chapter 11 and foreign
insolvency proceedings as well. The pace of the Emergent Debtor's
progress is inevitably impacted by the need to coordinate with, and
be responsive to, governmental authorities. The Emergent Chapter 11
Case involves novel and complex legal issues, some of which may
need to be resolved prior to or in connection with a Chapter 11
plan. Accordingly, an extension of the exclusive periods is
appropriate given the uniqueness and complexity of the Emergent
Chapter 11 Case.
About Emergent Fidelity Technologies
Emergent Fidelity Technologies is a holding company owned by Sam
Bankman-Fried that is based in Antigua and Barbuda. Emergent
Fidelity owns 55 million shares of Robinhood Markets, Inc., and
$20.7 million cash, which is apparently proceeds from the sale of
additional such shares. Emergent is 90% owned by Sam
Bankman-Fried.
Emergent Fidelity Technologies sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10149) on Feb.
3, 2023. In its petition, the Debtor reported $500 million to $1
billion in assets and liabilities. The petition was signed by
Angela Barkhouse as Joint Provisional Liquidator of Emergent.
MORGAN, LEWIS & BOCKIUS LLP, led by Jody C. Barillare, is the
Debtor's counsel.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10 showing FTX had $13.86
billion in liabilities and $14.6 billion in assets. However, only
$900 million of those assets were liquid, leading to the cash
crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
GENESIS CARE: Hits Chapter 11 Bankruptcy Protection
---------------------------------------------------
Dave Sebastian of MarketWatch reports that cancer-care services
provider GenesisCare said it has filed for bankruptcy protection,
as the Australia-based company has been struggling under a debt
load partly stemming from a $1.5 billion acquisition of a
healthcare-service provider.
GenesisCare, backed by investment firm KKR, said early Thursday,
June 1, 2023, that it would separate its U.S. business from its
operations in Australia, Spain and the U.K. as part of the chapter
11 reorganization.
The company said it has secured so-called debtor-in-possession
financing of $200 million from existing lenders to support
operations, which it plans to continue without disruption to
patient care.
"The past three years have presented significant operational and
financial challenges, requiring a comprehensive restructuring of
the operations and balance sheet of the company," David Young, who
started as GenesisCare's chief executive in April 2023, said in a
statement.
The Wall Street Journal at the end of May that the company was
preparing to file for bankruptcy. It filed for chapter 11 in the
U.S. Bankruptcy Court for the Southern District of Texas.
GenesisCare, which started as a single cardiology clinic in 2005,
has more than 300 locations in four countries and above 5,500
employees.
The company in 2020 acquired healthcare-service provider 21st
Century Oncology, which had filed for bankruptcy in 2017 and
emerged from chapter 11 in 2019. S&P Global Ratings has also
downgraded GenesisCare's credit ratings, citing rising borrowing
costs, sluggish recovery in patient volumes and a slower recovery
in the U.S.
About GenesisCare
GenesisCare is a leading integrated cancer care provider in the
United States, Australia, Spain, and the United Kingdom. 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.
Australia-based Genesis Care Pty Limited and 52 affiliates,
including GenesisCare of Texas, LLC, sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023.
The Debtors estimated assets and debt of $1 billion to $10 billion
as of the bankruptcy filing.
The Hon. David R. Jones is the case judge.
The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; JACKSON WALKER LLP as co-bankruptcy counsel; PJT PARTNERS
LP as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC,
as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC
is the claims agent in the Chapter 11 cases. HERBERT SMITH
FREEHILLS LLP is the foreign legal counsel. TENEO is the
communications advisor.
GENESIS GLOBAL: Wants Mediation Talks Extension
-----------------------------------------------
Olga Kharif of Bloomberg News reports that bankrupt crypto lender
Genesis Global Holdco is asking for court-appointed mediation talks
with its creditors to be extended.
Genesis has proposed extending the mediation period to the end of
June 16, 2023, court papers filed Thursday, June 1, 2023, show.
Genesis, its parent company Digital Currency Group and creditors
including crypto exchange Gemini Trust were locked in
court-appointed mediation talks for 30 days. The parties previously
came to a settlement agreement in February 2023, but it was never
finalized.
About Genesis Global
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) provide lending and borrowing, spot trading, derivatives
and custody services for digital assets and fiat currency. Genesis
Global Holdco, LLC owns 100% of GGC and GAP.
Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are
pending before the Honorable Sean H. Lane.
At the time of the filing, Genesis Holdco reported $100 million to
$500 million in both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG and certain of the Holdco subsidiaries are not included in
the Chapter 11 filings. The non-debtor subsidiaries include Genesis
UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong
Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody
Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC and GSB 2022 I LLC.
The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC as investment banker. Kroll Restructuring Administration, LLC
is the Debtors' claims and noticing agent and administrative
advisor.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped White & Case, LLP as bankruptcy counsel;
Houlihan Lokey Capital, Inc. as investment banker; Berkeley
Research Group, LLC as financial advisor; and Kroll as information
agent.
GLOBAL TEE: Files for Chapter 11 Bankruptcy
-------------------------------------------
Abby Poirier of Crains Grand Rapids Business reports that Fitness
clothing e-commerce retailer files for Chapter 11 bankruptcy.
The Global Tee Co. LLC, a seller of motivational fitness apparel,
has filed for Chapter 11 bankruptcy protection, citing the effects
of the COVID-19 pandemic on the business.
The Cascade Township-based company, which does business as Fitness
Tee Co., filed for bankruptcy protection on May 25, 2023 in the
U.S. Bankruptcy Court for the Western District of Michigan. Global
Tee is pursuing Chapter 11 under Subchapter V of the U.S.
Bankruptcy Code, which allows small businesses to reorganize while
allowing owners to retain a stake in the company.
Owned by CEO Scott Sandberg and located at 4850 Kendrick St. SE,
Global Tee listed nearly $190,000 in assets, which include cash on
hand, equipment, and blank and finished clothing inventory,
according to court filings. That compares with $1.1 million in
liabilities, including nearly $658,000 in unsecured claims.
In the filing, the company said it "has fallen behind in payments
to its creditors, including taxing authorities" who have filed
levies on its bank accounts, "which has interrupted cash flow
necessary for continuation of (Global Tee's) business operations."
Creditors with some of the largest priority unsecured claims
include the city of Kentwood ($15,000), the Florida Department of
Revenue Taxpayer Services ($16,900), the Indiana Department of
Revenue ($6,400), the Michigan Department of Treasury ($6,400), the
State of Texas Comptroller of Public Accounts ($10,500) and the
Ohio Department of Taxation ($9,700).
Other unsecured non-priority creditors include Cascade
Township-based Applied Innovation ($5,000), Lowell-based GFL
Environmental ($3,300), Grand Rapids-based law firms Miller,
Johnson, Snell & Cummiskey PLC ($5,000) and McShane Bowie ($1,500),
Southfield-based 123Net ($11,510) and Donald Sandberg of Ada
($260,000).
According to the court filings, Scott Sandberg formed Global Tee in
2014 "from the floor of my residence." The company grew to employ
10 workers and ships globally, but has suffered poor ratings and
loss of revenue in the last three years.
From the company’s fitnesstee.com website, the retailer sells
various styles of workout shirts printed with motivational sayings
such as "Hot Mess," "Suck It Up Buttercup," "Works Out But Clearly
Loves Tacos," "The Sass Is Strong With This One," and "I Don't
Sweat I Drip Awesome Sauce."
Global Tee said it generated nearly $4.6 million in revenues in
2019, but sales dipped 27% in 2020 to about $3.3 million, and "has
been recovering" since then, according to the filing.
The Chapter 11 filing states that Global Tee is "taking action to
increase its revenues and reduce its operating expenses."
The company is represented in the case by Wyoming-based Dunn,
Schouten & Snoap PC. Neither Sandberg nor his attorney responded to
requests to comment at the time this report was published.
The falloff in sales for Global Tee during the pandemic occurred
despite growth of the broader athleisure sector. According to a
report from Grand View Research, the global athleisure sector, of
which North America is the largest market, is projected to have
reached nearly $331 billion as of 2022 and should expand at a
compound annual growth rate of 9.1% through 2030.
In a social media post from April 2020, at the onset of the
pandemic, Sandberg said he was fulfilling 5,000 to 7,000 orders
weekly and noted that lead times for print-on-demand shirts had
increased from two to five days to almost two weeks because of
worker shortages.
On March 1, 2021, the Michigan Attorney General's office issued a
cease and desist to the company, accusing it of unfair trade
practices in violation of the Michigan Consumer Protection Act.
The letter stated that several consumers had placed orders and were
charged for items they did not receive, while others received
products but were unhappy with the quality of apparel and were
unsuccessful in contacting the business for a refund.
The letter also noted that an investigator from the Attorney
General's office spoke by phone with Sandberg, who said he was
aware of the quality issues and that some consumers were not
receiving their orders.
"You attributed issues with your company's customer service to a
'switchover' in the third party customer service provider. You tied
many of the issues your business is experiencing to COVID-19 and
cutting back on staffing at the beginning of the pandemic," the
Attorney General's office wrote in the letter. "Although you
admitted that the issues surrounding Fitness Tees exist and not all
are remedied, you also stated that you had to continue taking
orders to pay for the business expenses. Fitness Tees is still
accepting orders when previous orders remain unfulfilled."
A spokesperson for the attorney general's office told Crain's Grand
Rapids Business that it resolved the matter with the company in
March 2021 via an Assurance of Voluntary Compliance, which required
the company to make payments to its dissatisfied customers, the
Michigan Office of Attorney General and the Better Business Bureau
of Western Michigan, which initiated the complaint.
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., is the
Debtor's legal counsel.
GREAT WEST: July 18 Bid Deadline Set for Multifamily Dev't Parcel
-----------------------------------------------------------------
Hilco Real Estate, LLC, announced July 18, 2023, as the bid
deadline for the bankruptcy sale of this prime multifamily
development parcel in Bastrop, Texas.
This fully entitled 49± acre tract of land, boasts over 1,000 FT
of Colorado River frontage, making it an unparalleled canvas for
creating a remarkable multifamily residential community. There is
potential to develop 426 duplex units or take a hybrid approach
that would include both 214 duplex units and 380 apartment units
over 14 buildings in order to maximize density. Proposed community
amenities include a dog run, children's play area and an idyllic
private orchard. Due to the rise in development within the
immediate area, plans are in the works to bring a city sewer line
along FM-969 to compliment the already-present electrical lines
present on the site. With its prime location immediately adjacent
to the highly anticipated XS Ranch Commercial Center and the
cutting-edge SpaceX and The Boring Company manufacturing
facilities, this development site offers an unrivaled blend of
natural beauty and convenience.
In recent years, the capital region of Texas has experienced a
remarkable surge in growth and economic development. Due to the
influx of new tech companies and a flourishing business ecosystem,
this area has become a hotspot for invention, attracting global
giants like Dell, Tesla, Samsung, SpaceX and The Boring Company.
Other noteworthy projects include the construction of the 552 film
studio in Bastrop, as well as the Hutto Megasite with the Samsung
facility spanning 200 acres in Taylor, bringing roughly 1,400+ of
permanent jobs to the area.
Situated 10 minutes northeast of downtown Bastrop, this parcel
benefits from excellent infrastructure -- offering convenient
access to major transportation arteries, including Highway 71,
Highway 95 and State Highway 21, as well as the Austin-Bergstrom
International Airport, just 19 miles to the west. Its proximity to
Austin and surrounding cities enhances its appeal and provides
ample opportunities for residents to connect with the thriving
metropolitan areas or commute to these new developments.
Terry Rochford, senior vice president of business development at
Hilco Real Estate, stated "This development parcel is already
located within one of the hottest markets in the nation. When
coupled together with the economic "shot in the arm" provided by
the neighboring SpaceX and The Boring Company sites and the
streamlined nature of the bankruptcy process, this sale represents
one of the most compelling multifamily development opportunities in
Central Texas and I have no doubt sophisticated investors and
developers that will want to get in on the action."
Steve Madura, senior vice president at Hilco Real Estate, added,
"Bastrop offers an exceptional quality of life, blending small-town
charm with modern conveniences." He continued, "The city's
commitment to community development, cultural enrichment and the
preservation of its historic heritage while at the same time being
open to new technologies make it an attractive place to live, work
and invest. By participating in this opportunity, buyers can help
contribute to the growth and vitality of a city on the rise, while
benefiting from the region's economic prospects."
The sale is being conducted by Order of the U.S. Bankruptcy Court
Western District of Texas (Austin) Bankruptcy Petition No.
1:23-bk-10140, In re: Great West Development, Inc. Bids must be
received on or before the deadline of July 18, 2023 at 5:00 p.m.
(CT)and must be submitted on the Purchase and Sale Agreement
available for review and download from Hilco Real Estate's
website.
Interested buyers should review the bid procedures for requirements
in order to participate in the bankruptcy sale process available on
Hilco Real Estate's website. For further information, please
contact Steve Madura at (847) 504-2478 or smadura@hilcoglobal.com,
Michael Kneifel at (847) 201-2322 or mkneifel@hilcoglobal.com and
Adam Zimmerman at (847) 504-2461 or azimmerman@hilcoglobal.com
For further information on the property, sale process and terms or
to obtain access to due diligence documents, please visit
HilcoRealEstate.com or call (855) 755-2300.
About Hilco Real Estate
Hilco Real Estate ("HRE"), a Hilco Global company
(HilcoGlobal.com), is headquartered in Northbrook, Illinois (USA).
HRE is a national provider of strategic real estate disposition
services. Acting as an agent or principal, HRE uses its experience
to advise and execute strategies to assist clients in deriving the
maximum value from their real estate assets. By leveraging
multi-faceted sales strategies and techniques, aggressive
repositioning and restructuring experience, a vast and motivated
network of buyers and sellers, and substantial access to capital,
HRE exceeds expectations even in the most complex transactions.
About Great West Development
Great West Development, Inc. filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
23-10140) on March 7, 2023, with $1 million to $10 million in both
assets and liabilities. Phillip R. William, president of Great West
Development, signed the petition.
Judge H. Christopher Mott oversees the case.
The Debtor tapped B. Weldon Ponder, Jr., Esq., as bankruptcy
counsel.
GZC TRANSPORT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: GZC Transport, LLC
1907 Concourse Dr.
San Jose, CA 95131
Chapter 11 Petition Date: June 7, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-50602
Debtor's Counsel: Arasto Farsad, Esq.
FARSAD LAW OFFICE, P.C.
1625 The Alameda, Suite 525
San Jose, CA 95126
Tel: 408-641-9966
Email: Farsadlaw1@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lin Dee Liu as managing member.
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/UK6ZMQA/GZC_Transport_LLC__canbke-23-50602__0001.0.pdf?mcid=tGE4TAMA
HAZOOR SELECT: Deadline to Submit Bids Set for June 26
------------------------------------------------------
Bids for the sale of all right, title and interest in and to 100%
of the limited partnership interest in Hazoor Select LP owned by
Andrew S. Townsend ("pledgor") pledged to Ocelot Tactical Income
Master Fund LP ("secured party") are due June 26, 2023, at 5:00
p.m. ET, followed by an auction on June 28, 2023, at 9:00 a.m. ET.
At the sale, the limited partnership interests will be offered as a
single block to a single purchaser, will not be split up or broken
down, and will be subject to transfer restrictions and certificate
legends to comply with applicable laws.
The sale will be conducted by the secured party.
A copy of the bidding requirements can be obtained by contacting
representatives of the secured party at hlipton@rockcreekfa.com or
cmoore@rockcreekfa.com.
HCC CATERERS: Taps Kirby Aisner & Curley as Legal Counsel
---------------------------------------------------------
HCC Caterers, Inc., and Ripe, Inc., seek approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Kirby Aisner & Curley, LLP as their legal counsel.
The Debtors require legal counsel to:
a. give advice with respect to the powers and duties of the
Debtors in the continued management of their property and affairs;
b. negotiate with creditors and work out a plan of
reorganization and take the necessary legal steps in order to
effectuate such a plan;
c. prepare legal papers;
d. appear before the bankruptcy court;
e. attend meetings and negotiate with representatives of
creditors and other parties involved in the Debtors' Chapter 11
case;
f. advise the Debtors in connection with any potential
refinancing of secured debt and any potential sale of their
business and assets;
g. represent the Debtors in connection with obtaining
post-petition financing;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
i. perform all other legal services.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
Attorneys $295 to $550
Paraprofessionals $150 per hour
In addition, the firm will seek reimbursement for work-related
expenses incurred.
Dawn Kirby, Esq., a partner at Kirby Aisner & Curley, disclosed in
a court filing that her firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Dawn Kirby, Esq.
Kirby Aisner & Curley, LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Phone: (914) 401-9500/(914) 401-9501
Email: dkirby@kacllp.com
About HCC Caterers and Ripe Inc.
HCC Caterers Inc. owns the X20 Xaviars on the Hudson in downtown
Yonkers, and Ripe Inc., owns the Restaurant X & Bully Boy Bar in
Congers, Rockland County, New York. The restaurants are owned by
restaurateur Peter X. Kelly.
The Debtors first sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23634) on Sept.
12, 2019. Both estimated assets of less than $50,000 and debts of
less than $10 million at the time of the filing.
HCC Caterers and Ripe Inc. again sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22341 and
23-22342) on May 5, 2023.
In the petition filed by Peter X. Kelly, as authorized
representative, both Debtors reported as much as $50,000 in assets
and between $1 million and $10 million in liabilities.
Judge Sean H. Lane oversees the cases.
The Debtors are represented by Dawn Kirby, Esq., at Kirby Aisner &
Curley, LLP.
HIGHLAND CAPITAL: Denial of CLO Holdco's POC Amendment Affirmed
---------------------------------------------------------------
In the appealed case captioned as In re: HIGHLAND CAPITAL
MANAGEMENT, L.P., Debtor. CLO HOLDCO, LTD., Appellant, v. MARC
KIRSCHNER Appellee, Civil Action No. 3:22-CV-2051-B, (N.D. Tex.),
Judge Jane J. Boyle of the U.S. District Court for the Northern
District of Texas affirms the bankruptcy court's Order Denying
Motion to Ratify Second Amended Proof of Claim and Expunging Claim.
This appeal concerns the propriety of amending a proof of claim. In
a motion to the bankruptcy court, the Appellant CLO Holdco, Ltd.
sought to amend its proof of claim following the confirmation of
the Debtor's reorganization plan. Following a hearing, the
bankruptcy court denied the motion. The key question before the
Court is whether the bankruptcy court abused its discretion in not
permitting CLO Holdco's amendment.
Judge Boyle finds that the bankruptcy court did not abuse its
discretion in denying the amendment. In denying the amendment, the
bankruptcy court expressed concerns regarding the timing of the
amendment, potential waiver or estoppel, gamesmanship, and the
futility of amendment. The bankruptcy court's conclusions were well
within its discretion.
In discussing the timing, the bankruptcy court recognized the
significance of a post-confirmation amendment and agreed with other
cases that the "circumstances ought to be compelling." But it also
noted more generally that "one year and nine months" had passed
since the bar date and "ten months" since the confirmation, which
constituted a significant delay.
The bankruptcy court also noted that CLO Holdco's statements
indicating it had no pending proof of claim and could withdraw its
zero-dollar claim "stepped at least almost in the lane of waiver
and estoppel. . . if not . . . precisely there." The bankruptcy
court did not need to find waiver or estoppel to properly recognize
and consider the effects of CLO Holdco's changing statements.
Similarly, the bankruptcy court expressed a concern of
"gamesmanship" by CLO Holdco in amending the proof of claim versus
simply withdrawing it. Nothing in the record suggests that the
bankruptcy court abused its discretion in coming to this
conclusion.
And finally, the bankruptcy court noted that, based on various
exhibits and documents, it "seemed pretty clear. . . that Highland
Capital's interest in the Crusader Funds was canceled as part of
the. . . settlement, and that meant CLO Holdco's participation and
tracking interests were canceled." Thus, the bankruptcy court
found, the debtor would be prejudiced if it had to litigate this
"frivolous theory so late in the case."
Accordingly, Judge Boyle finds that the bankruptcy court did not
abuse its discretion in determining Highland Capital would be
prejudiced by having to litigate this frivolous theory "so late in
the case."
A full-text copy of the Memorandum Opinion and Order dated May 18,
2023, is available https://tinyurl.com/4294zuj6 from Leagle.com.
About Highland Capital Management
Highland Capital Management, LP was founded by James Dondero and
Mark Okada in Dallas in 1993. Highland Capital is the world's
largest non-bank buyer of leveraged loans in 2007. It also manages
collateralized loan obligations. In March 2007, it raised $1
billion to buy distressed loans. Collateralized loan obligations
are created by bundling together loans and repackaging them into
new securities.
Highland Capital Management sought Chapter 11 protection (Bank. D.
Del. Case No. 19-12239) on Oct. 16, 2019. On Dec. 4, 2019, the case
was transferred to the U.S. Bankruptcy Court for the Northern
District of Texas and was assigned a new case number (Bank. N.D.
Tex. Case No. 19-34054). Judge Stacey G. Jernigan is the case
judge.
At the time of the filing, Highland had between $100 million and
$500 million in both assets and liabilities.
The Debtor tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy
counsel, Foley & Lardner LLP as special Texas counsel, and Teneo
Capital, LLC as litigation advisor. Kurtzman Carson Consultants,
LLC, is the claims and noticing agent.
The U.S. Trustee for Region 6 appointed a committee of unsecured
creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP
and Young Conaway Stargatt & Taylor LLP as bankruptcy counsel, and
FTI Consulting, Inc. as financial advisor.
HUB INTERNATIONAL: S&P Rates $2.675BB Senior Notes 'B'
------------------------------------------------------
S&P Global Ratings assigned its 'B' debt rating to Hub
International Ltd.'s $2.675 billion senior notes maturing in 2030.
The recovery rating is '3', indicating its expectation of
meaningful (50%) recovery of principal in the event of a default.
S&P said, "We expect the company to use the proceeds to refinance
existing term loan debt. The ratings on Hub and its core
subsidiaries--including our 'B' long-term issuer credit rating, 'B'
first-lien credit facility debt ratings, and 'B-' unsecured debt
rating--are unaffected by the new senior secured notes issuance.
Our 'B' long-term issuer credit rating on Hub continues to reflect
its fair business risk profile and highly leveraged financial risk
profile."
HYLIFE FOODS: Closes Windom Plant, Risks 1,000 Jobs
---------------------------------------------------
Hannah Yang of MPR News reports that the HyLife pork processing
plant in Windom will close on Friday, June 2, 2023 and all
employees will be laid off.
The Minnesota Department of Employment and Economic Development
revealed the news in a statement late Thursday, June 1, 2023.
HyLife filed for bankruptcy protection in April 2023 and since then
more than 1,000 employees have been unsure about the plant's
future.
Last week, just before the launch of an auction to sell the plant,
HyLife announced none of the authorized bidders were permitted to
accept the H2-B visas use to employ half the workforce.
Many are seeking to change their immigration status, although some
have already returned to their home countries.
A letter to employees obtained by The Globe in Worthington states:
"Despite efforts to avoid this outcome, the Company has determined
that none of our potential buyers intend to retain our employees at
the Windom Plant. As a result, your last day of employment with the
Company will be June 2, 2023. Your layoff is expected to be
permanent. The Company has no policy creating transfer, bumping, or
reassignment rights for employees laid off from the business," the
letter states.
The letter is signed "Tom Seigfreid, CFO & Senior Director of
Business Operations."
In its statement Thursday night, DEED said the agency's rapid
response team is working with HyLife staff affected by the closure.
This includes informational sessions with CareerForce Mankato.
The South Central Workforce Council will also be providing
assistance to laid-off workers.
Windom is about 30 miles northeast of Worthington in southwest
Minnesota.
About Hylife Foods Windom
Hylife Foods Windom is a pork processing plant in Windom,
Minnesota.
Hylife Foods Windowm sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10521) on April 27,
2023. In the petition filed by Grant Lazaruk, as chief executive
officer, the Debtor reports assets and liabilities between $100
million and $500 million.
The Debtor is represented by:
Jeremy William Ryan, Esq.
Potter Anderson & Corroon LLP
2850 Highway 60 E.
Windom, MN 56101
IAMGOLD CORP: Moody's Alters Outlook on 'B3' CFR to Stable
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of IAMGOLD
Corporation's senior unsecured notes to Caa2 from Caa1. Moody's
also affirmed IAMGOLD's B3 Corporate Family Rating and B3-PD
Probability of Default Rating and upgraded its speculative grade
liquidity rating (SGL) to SGL-3 from SGL-4. The outlook was changed
to stable from negative.
The downgrade of IAMGOLD's senior unsecured note ratings by one
notch reflects the changes in the company's capital structure
following the closing of its $400 million second-lien term loan
which matures in 2028 (unrated). The new secured debt in the
capital structure results in a higher loss absorption by the
unsecured debt, and is reflected in the lower rating.
The outlook change to stable reflects an improved liquidity
position achieved through assets sales and the closing of the new
term loan that provide IAMGOLD with sufficient funding to complete
its Cote Gold project.
Affirmations:
Issuer: IAMGOLD Corporation
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Upgrades:
Issuer: IAMGOLD Corporation
Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4
Downgrades:
Issuer: IAMGOLD Corporation
Senior Unsecured Notes, Downgraded to Caa2 from Caa1
Outlook Actions:
Issuer: IAMGOLD Corporation
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
IAMGOLD has completed several financing initiatives in order to
improve its liquidity and place the company in a position to fund
the remainder of the required $460 to $535 million cost to complete
the Cote Gold project through the remainder of 2023 based on its
60.3% ownership in the joint venture. The company sold its interest
in the Rosebel mine (Suriname) ($386.4 million received in the
first quarter 2023) and its West African exploration and
development assets ($282 million with $197.6 million of the sale
recieved on April 25, 2023) for proceeds of over $600 million. As
well the company's joint-venture partner on the Cote Gold project,
Sumitomo Metal Mining Co., Ltd., provided $250 million of IAMGOLD's
share of the funding for the project, which increased its share in
the JV to about 40% from 30%. IAMGOLD also issued a $400 million
second-lien term loan (unrated) and used a portion of the proceeds
to fully repay the outstanding borrowings under its $490 million
revolving credit facility.
IAMGOLD's B3 CFR is challenged by: 1) execution risk related to
completing and ramping up the Cote Gold project and production
reaching planned levels; 2) the company's high operating cash costs
($1094/ounce in the first quarter of 2023); 3) a concentration of
production and cash flows at its largest mine; 4) its moderate
scale (-700 thousand gold ounces expected once Cote Gold begins
producing); and 5) geopolitical risk (mine in Burkina Faso that
provides the majority of cash flow until Cote Gold is producing).
IAMGOLD is supported by: 1) its existing mining operations that
generate free cash flow; and 2) its growing exposure to Canada with
the development of the Cote Gold project.
IAMGOLD has adequate liquidity (SGL-3) with about $1.5 billion of
sources compared to $750 million of uses to December 2024. Sources
for IAMGOLD include about $1 billion in cash ($532 million at
Q1/23, about $200 million from its asset sale in April 2023, $200
million net proceeds from its Term Loan issuance and $60 million
from its Cote Gold JV partner) and $490 million available on its
committed facility (expiring Jan 2025). Uses are Moody's
expectation that the company will be free cash flow negative by
about $750 million to December 2024, as the company continues
spending on the Cote gold project. IAMGOLD's credit facility
includes financial covenants which Moody's believes the
company will remain in compliance with.
The Caa2 rating on the company's senior unsecured notes, is two
notches below the B3 CFR, reflecting the subordination of the
unsecured notes to the secured revolving credit facility and
second-lien secured term loan (unrated).
The stable outlook reflects that IAMGOLD has sufficient liquidity
in place to complete the Cote Gold project.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if there are challenges regarding
the Cote Gold project where there is a heightened risk the project
will be delayed or not completed. The rating could also be lowered
if Cote Gold experiences material operating issues that negatively
affect production or unit costs, or if debt to EBITDA remains above
5.5x.
The ratings could be upgraded if the company successfully completes
the Cote Gold project and is able to achieve commercial production
and generate sustained positive free cash flow. Quantitatively,
Moody's would consider an upgrade if the company were expected to
sustain debt to EBITDA below 3.5x.
Headquartered in Toronto, Canada, IAMGOLD Corporation owns and
operates two gold mines: Essakane (90% ownership, 432koz in 2022)
in Burkina Faso; and Westwood (100%, 67koz) in Canada. The company
also owns 60% of the Côté Gold project in Ontario (Sumitomo Metal
Mining owns 40%).
The principal methodology used in these ratings was Mining
published in October 2021.
IDAHO HEALTH DATA EXCHANGE: Changes Leadership Amidst Chapter 11
----------------------------------------------------------------
Hannah Nelson of EHR Intelligence reports that according to
reporting from The Idaho Capital Sun, Idaho's statewide health
information exchange (HIE) has changed leadership.
Hans Kastensmith, managing partner of consulting group Capitol
Health Associates, became executive director of the Idaho Health
Data Exchange in October 2019. Jesse Meldru, who had been serving
as director of finance, has replaced Kastensmith in that position,
according to court records.
"Hans came to (the Idaho Health Data Exchange) during a period of
rapid innovation in the underlying technology of the exchange,
which is his specific area of expertise and the primary focus of
his consulting business," Meldru wrote in an email to the news
outlet.
About Idaho Health Data Exchange
Idaho Health Data Exchange Inc. -- https://idahohde.org/ -- is a
secure statewide internet-based health information exchange with
the goal of improving the quality and coordination of health care
in Idaho.
Idaho Health Data Exchange filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho
Case No. 22-00355) on Aug. 12, 2022, listing as much as $10 million
in both assets and liabilities. Matthew W. Grimshaw, Esq., at
Grimshaw Law Group, P.C. serves as Subchapter V trustee.
Judge Joseph M. Meier oversees the case.
Matthew Todd Christensen, Esq., at Johnson May, PLLC, is the
Debtor's counsel.
INNERLINE ENGINEERING: Seeks Cash Collateral Access Thru Oct 31
---------------------------------------------------------------
Innerline Engineering, Inc. asks the U.S. Bankruptcy Court for the
Central District of California, Riverside Division, for authority
to use cash collateral on an interim basis for the period from July
1 to October 31, 2023.
The Debtor requires the use of cash collateral to pay ordinary and
necessary operating expenses.
The creditors with liens on the cash collateral are HOP Capital,
Danny Song, Dig Vac, LLC, APS Environmental Inc., the U.S. Small
Business Administration, and the Internal Revenue Service.
Prepetition, the Debtor entered into a merchant cash agreement with
HOP Capital. The debt purports to arise from an agreement wherein
the Debtor "sold" "future receivable" to the lender, but the Debtor
is investigating whether the agreement is a loan in disguise or in
fact true merchant cash agreement.
Danny Song holds a judgment lien, which was recorded on November
19, 2019. He is unrelated to the Debtor or its insiders.
Dig Vac holds a judgment against the Debtor, which was recorded on
April 2, 2019.
APS holds a judgment against the Debtor, which was recorded on
April 2, 2019.
Prepetition, on May 10, 2020, the Debtor executed an SBA Note,
pursuant to which the Debtor obtained a $150,000 loan. The terms of
the Note require the Debtor to pay principal and interest payments
of $731 every month beginning 12 months from the date of the Note
over the 30-year term of the SBA Loan. The SBA Loan has an annual
rate of interest of 3.75% and may be prepaid at any time without
notice of penalty.
The IRS asserts it holds a claim of approximately $282,700 for the
Debtor's employment tax liabilities for the periods ending March
31, 2017, through December 31, 2017, that is secured by lien(s)
against all of the Debtor's right, title and interest to property
pursuant to 26 U.S.C. section 6321, including but not limited to,
cash collateral.
Inner Asset, LLC filed its Proof of Claim No. 25 on August 22,
2022, asserting a security interest in all of the Debtor's assets
in the amount of $1,252,024.
The Debtor believes the Secured Creditors are adequately protected
by the continued and uninterrupted operation of the business.
Notwithstanding, the Debtor will continue to make adequate
protection payments to HOP Capital, Danny Song, SBA and the IRS
during the period.
The Debtor will give the Secured Creditors a replacement lien to
the extent the automatic stay, pursuant to 11 U.S.C. section 362,
as well as the use, sale, lease or grant results in a decrease in
the value of the Secured Creditors' interest in the cash collateral
on a postpetition basis retroactive to the Petition Date. The
Debtor believes the replacement lien is valid, perfected and
enforceable and will not be subject to dispute, avoidance, or
subordination, and this replacement lien need not be subject to
additional recording.
The Debtor will continue to make adequate protection payments as
follows:
Creditor Amount
-------- ------
HOP Capital $3,000
Danny Song $1,000
SBA $731
IRS $5,207
A further hearing on the matter is set for June 27, 2023 at 1 p.m.
A copy of the motion and the Debtor's budget for the period from
March to June, 2023 is available at https://urlcurt.com/u?l=HkGuJE
from PacerMonitor.com.
The budget provides for total operating expenses, on a monthly
basis as follows:
$137,619 for July 2023;
$114,755 for August 2023;
$132,148 for September 2023; and
$115,015 for October 2023.
About Innerline Engineering
Corona, Cal.-based Innerline Engineering, Inc. --
http://www.innerlineengineering.com/-- offers a variety of
services to municipalities, utility owners, industrial facilities
and commercial property owners for the maintenance of their
underground utilities.
Innerline Engineering filed a petition for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 21-14305) on Aug. 9, 2021, listing as
much as $10 million in both assets and liabilities. Thomas J.C.
Yeh, chief financial officer, signed the petition.
Judge Wayne E. Johnson oversees the case.
Resnik Hayes Moradi LLP serves as the Debtor's bankruptcy counsel.
INNOVATIVE CONCEPTS: Joseph Cotterman Named Subchapter V Trustee
----------------------------------------------------------------
The U.S. Trustee for Region 14 appointed Joseph Cotterman as
Subchapter V trustee for Innovative Concepts Empire, LLC and its
affiliates, Central Hospitality Group, Inc. and Squared Up
Hospitality, Inc.
Mr. Cotterman will be paid an hourly fee of $500 for his services
as Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Cotterman declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joseph E. Cotterman
5232 W. Oraibi Drive
Glendale, AZ 85308
Email: cottermail@cox.ne
Telephone: 480-353-0540
About Innovative Concepts
Innovative Concepts Empire, LLC and its affiliates, Central
Hospitality Group, Inc. and Squared Up Hospitality, Inc. filed
petitions under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Ariz. Lead Case No. 23-03538) on May 27, 2023.
At the time of the filing, Innovative Concepts Empire and Central
Hospitality Group reported as much as $50,000 in assets and
$100,001 to $500,000 in liabilities while Squared Up Hospitality
reported as much as $50,000 in assets and $500,001 to $1 million in
liabilities.
Judge Brenda Moody Whinery oversees the cases.
The Debtors are represented by Ronald J. Ellett, Esq., at Ellett
Law Offices, P.C.
LA BELLE FRANCE: Wins Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized La Belle France, LLC, to use cash collateral on an
interim basis in accordance with the budget, with a 15% variance.
The Debtor is authorized to use cash collateral to pay
post-petition operating expenses including future payroll and
related taxes subject to the following provisions:
As previously reported by the Troubled Company Reporter, based on a
UCC search performed on March 3, 2023, the Debtor has identified
six secured creditors with a potential interest in cash collateral.
Based on the dates of the UCC-1 filings, the Debtor believes Banner
Bank is in first position as to collateral followed by the U.S.
Small Business Administration. The Debtor believes there is not
sufficient collateral to secure the other claims as referenced.
As adequate protection, the Court grants the parties with an
interest in the cash collateral replacement liens in the Debtor's
post-petition cash, accounts receivable and inventory, and the
proceeds of each of the foregoing, to the same extent and priority
as any duly perfected and unavoidable liens in cash collateral held
by the secured creditors as of the petition date, to the extent
that any cash collateral of the secured creditors are actually used
by the Debtor.
The Debtor's authority to use cash collateral will terminate on the
date when one or more of these conditions has occurred or has been
met:
a. August 31, 2023;
b. The Court enters an order converting this case under
Chapter 7 of the Bankruptcy Code, or the Debtor has filed a motion
or has not timely opposed a motion seeking such relief;
c. The Court enters an order appointing or electing a trustee,
examiner or any other similar entity with expanded powers.
d. The Court enters an order dismissing this case, or the
Debtor has filed a motion or has not timely opposed a motion
seeking such relief;
e. The Court enters any order that stays, modifies, or
reverses the Final Order.
A copy of the order is available at https://urlcurt.com/u?l=jGHi3I
from PacerMonitor.com.
About La Belle France, LLC
La Belle France, LLC manufactures organic skin care and body care
products to wholesale customers, including independent stores,
boutiques, and large retailers. La Belle France also sells its
products direct to retail customers online, via its website.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-10781) on April 28,
2023. In the petition signed by Philip Grimes, managing member, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge Marc Barreca oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., represents
the Debtor as legal counsel.
LIFESIZE INC: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Lifesize,
Inc. and its affiliates.
The committee members are:
1. Calabrio, Inc.
241 N. 5th Ave., Suite 1200
Minneapolis, MN 55401
Susan Grassel
Phone: (763) 795-7830
Email: susan.grassel@calabrio.com
Email: legal@calabrio.com
2. Shareholders Representative Services LLC
950 17th Street, Suite 1400
Denver, CO 80202
Janelle Dixon
Phone: (303) 829-5637
Email: jdixon@srsacquiom.com
3. Craig Malloy
2766 Greenlee Dr.
Austin, TX 78703
Phone: (512) 431-6896
Email: craigbmalloy@gmail.com
4. Michael Helmbrecht
6203 Shadow Mountain Drive
Austin, TX 78731
Phone: (512) 767-2500
Email: mhelmbrecht@gmail.com
5. Thomas Cameron
8412 Chalk Knoll Dr.
Austin, TX 78735
Phone: (415) 271-3355
Email: tomcameron@me.com
6. Clayton Reed
9 Falling Oaks Trail
The Hills, TX 78738-1330
Phone: (512) 626-5143
Email: cargonefishing@gmail.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Lifesize Inc.
Lifesize, Inc. is a cloud communications company in Laredo, Texas,
which offers contact center and video meeting solutions for
businesses.
Lifesize and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-50038) on
May 16, 2023. At the time of the filing, Lifesize reported $10
million to $50 million in assets and $100 million to $500 million
in liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel and FTI Consulting, Inc. as financial advisor. Kurtzman
Carson Consultants, LLC is the claims, noticing and solicitation
agent and administrative advisor.
LINCOLN POWER: Sets June 26 Auction for Assets
----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved the
bidding procedures for the sale of substantially all of the assets
of Lincoln Power LLC and its debtor-affiliates.
The deadline to submit a qualified bid is June 20, 2023, at 4:00
p.m. (Prevailing Eastern Time), followed by an auction on June 26,
2023, at 10:00 a.m. (Prevailing Eastern Time), at the offices of
Latham & Watkins LLP, 1271 Avenue of the Americas, New York, New
York 10020.
A hearing to confirm the sale will be held as part of the hearing
to confirm the Debtor's Chapter 11 plan of reorganization on July
26, 2023, at 10:00 a.m. (Prevailing Eastern Time). Objections, if
any, must be filed no later than 12:00 p.m. (Prevailing Eastern
Time) on July 21, 2023.
The Debtors said they commenced these Chapter 11 cases with a
restructuring support agreement ("RSA") that, to maximize the value
of the Debtors' estates, preserves for the Debtors the ability to
pursue either a restructuring centered around a debt-to-equity swap
or a Sale of their Assets. The Debtors added they have determined,
in consultation with their advisors and the parties to the RSA,
that the Sale of their Assets is the best available method for
maximizing the value of those Assets for the benefit of their
estates and all stakeholders. Accordingly, the Debtors have
commenced a marketing process to ascertain whether there are any
buyers willing to purchase the Assets.
In January 2023, the Debtors engaged Guggenheim Securities LLC
("Guggenheim Securities") to serve as their investment banker in
connection with developing, and advising the Debtors with respect
to, various strategic alternatives. Upon the commencement of these
Chapter 11 Cases and in accordance with the terms of the RSA, the
Debtors -- with the assistance of Guggenheim Securities --= began a
marketing process of the Debtors' assets. The Debtors' marketing
efforts included targeted mailings and calls to both potential
strategic and financial entities that the Debtors, in consultation
with their advisors, believed might be interested
in discussing a potential purchase of the Assets. During this
process, the Debtors contacted and sent form confidentiality
agreements to 27 potential buyers inviting them to execute the
confidentiality agreements and obtain additional marketing
materials regarding the Assets. As of the date hereof, in response
to the initial outreach, the Debtors have executed confidentiality
agreements with 11 prospective buyers of the Assets, each of which
received a Confidential Information Memorandum.
The Debtors believe that a prompt sale of the Assets through a
competitive sale process represents the best option available to
maximize value for all stakeholders in these Chapter 11 Cases. A
number of factors have destabilized the Debtors' business and
threaten to further deteriorate the value of the Assets. In light
of these challenges, the Debtors are focused on pursuing a
value-maximizing path through a sale transaction that should allow
the business to emerge from the chapter 11 process with the New
Owner(s) and the issues related to the Winter Storm Elliott
Penalties squarely in the rear-view mirror.
About Lincoln Power
Headquartered in Charlotte, N.C., Lincoln Power, L.L.C. is a power
company that owns two gas-fired power-generation facilities one of
which is located in Elgin, Illinois, and the other of which is
located in East Dundee, Illinois.
Lincoln Power, LLC and seven affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-10382) on March 31, 2023. In the petition signed by Justin D.
Pugh, chief restructuring officer, the Debtor disclosed up to $500
million in both assets and liabilities.
The Hon. Laurie Selber Silverstein oversees the cases.
Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
represents the Debtor.
Lawyers at Latham & Watkins LLP and Young Conaway Stargatt &
Taylor, LLP serve as the Debtors' bankruptcy counsel. Guggenheim
Securities, LLC, is the Debtors' financial advisor and investment
banker. Omni Agent Solutions serves as the Debtors' claims and
noticing agent.
LINDEN CENTER: Hits Chapter 11 Bankruptcy Protection
----------------------------------------------------
Linden Center LLC filed for chapter 11 protection in the Eastern
District of New York.
The Debtor is the owner of a certain real property located at 33-37
Farrington Street (a/k/a 34-20 Linden Place), Flushing, New York,
11354 (Block 4950 and Lot 18). The Premises was acquired in 2017
for $21 million from a bankruptcy estate.
The Premises is a multi-story commercial retail building that may
currently be occupied by multiple commercial tenants, including
dining establishments, a day care and a doctor's office. Under the
various leases, the Tenants are to pay the Debtor approximately
$206,000 in monthly rental payments.
Debt to Parties
In connection with the acquisition of the Premises, the Debtor, as
borrower, and Dime Bank, as lender, entered into certain loan
documents dated as of Nov. 17, 2017, pursuant to which Dime Bank
loaned to the Debtor the principal amount of $12.975 million.
The loan is secured by a certain mortgage on the Premises. Ching
Lam a/k/a Henry Lam and Choy Ling Lam a/k/a Rita Lam are guarantors
of this debt obligation. The Lams did not make mortgage payments
and that, as a result, the loan is in default.
Sioni Capital LLC, on April 20, 2022, acquired the loan from Dime
Bank via an assignment, with such assignment being recorded in the
Office of the Queens County Register on July 19, 2022. Sioni, upon
acquisition of the debt from Dime Bank, began charging the Debtor
default interest under the loan documents. As of January of this
year, Sioni asserts that the amount owing under the loan is
approximately $16.15 million.
Prior to the Petition Date, the Debtor secured funding to enable it
to retain professionals to commence this case. The Debtor owes
approximately $75,000 to Yong Chun Guo pursuant to a Secured
Promissory Note. That obligation is secured by the Debtor's
non-real estate
asset
Pending Litigation
On Dec. 17, 2019, the Debtor commenced an action against a former
tenant and certain guarantors in the New York Supreme Court, County
of Queens, titled Linden Center LLC v. Bao Kang Adult Day Care
Center, Inc., et al., Index No. 721031/2019. The nature of the
action is a breach of the lease agreement based on failure to pay
rent.
On Feb. 6, 2023, Sioni commenced a foreclosure action against the
Debtor and other parties in the New York Supreme Court, County of
Queens, titled Sioni Capital LLC v. Linden Center LLC, et al.,
Index No. 702668/2023.
On May 2, 2023, Sioni moved for an appointment of a receiver over
the Premises. The return date of such request is May 24, 2023.
On March 13, 2023, the City of New York commenced an action against
the Debtor and other parties in the New York Supreme Court, County
of Queens, titled The City of New York v. Linden Center LLC, et
al., Index No. 705286/2023. The nature of the case is an
enforcement action by the City of New York.
The Chapter 11 Filing
The Debtor filed this chapter 11 case to right the ship, to permit
it to level set under my oversight and restructure and / or satisfy
its debt obligations. In connection with such, the Debtor
anticipates exploring strategic alternatives in an effort to
maximize creditor recovery in short order. One such strategic
alternative is a sale of the Premises. The Debtor believes that one
of the best ways to maximize creditor recovery, and preserve equity
value to its members, is to commence a robust marketing and sale
process conducted by reputable real estate professionals, which the
Debtor is in the process of retaining. The alternative is to
permit Sioni to foreclose on the Premises -- which would result in
nothing more than a fire sale and a loss of what may be millions in
equity value in the Premises. Such is certainly not beneficial to
the Debtor's estate.
A teleconference meeting of creditors under 11 U.S.C. Section
341(a) is slated for June 26, 2022 at 12:00 p.m.
About Linden Center
Linden Center LLC is the owner of a certain real property located
at 33-37 Farrington Street (a/k/a 34-20 Linden Place), Flushing,
New York, 11354 (Block 4950 and Lot 18). The Premises was acquired
in 2017 for approximately $21 million from a bankruptcy estate. The
Premises is a multi-story commercial retail building that may
currently be occupied by multiple commercial tenants, including
dining establishments, a day care, and a doctor's office.
Linden Center LLC filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41820) on May 24,
2023. In the petition filed by Mark Allen, as manager, the Debtor
reported assets and liabilities between $1 million and $10
million.
Honorable Bankruptcy Judge Elizabeth S. Stong oversees the case.
The Debtor is represented by:
Eric H Horn, Esq.
A.Y. Strauss LLC
33-37 Farrington Street
Flushing, NY 11354
Tel: 973-287-5006
Fax: 973-226-4104
Email: ehorn@aystrauss.com
LTL MANAGEMENT: J&J Renews Suit vs. Doctor Over Asbestos Evidence
-----------------------------------------------------------------
Steven Church of Bloomberg News reports that a bankrupt Johnson &
Johnson unit, LTL Management, has renewed a suit against a
prominent doctor accusing her of concealing alternative asbestos
exposure evidence and disparaging J&J's baby powder and other talc
products.
Jacqueline Moline's 2019 published study saying 33 people who used
talc powder developed the asbestos-related cancer mesothelioma but
had no other potential asbestos exposure was knowingly false, LTL
Management LLC said in the complaint filed Wednesday in New Jersey
federal district court.
The lawsuit comes almost two months after LTL entered Chapter 11
for a second time aiming to settle tens of thousands of claims that
its talc-based products.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On Jan. 30, 2023, a panel of the Third Circuit issued an opinion
directing the Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an
order denying LTL's stay motion on March 31, 2023, and, on the dame
day, issued its mandate directing the Bankruptcy Court to dismiss
the 2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
MALINKI SLONIK: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Malinki Slonik, LLC, according to court dockets.
About Malinki Slonik
Malinki Slonik, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13235) on April 27,
2023, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. Judge Laurel M. Isicoff oversees the case.
Joel M. Aresty, PA is the Debtor's legal counsel.
MALLINCKRODT PLC: Cannot Get Out of Project Waste Lawsuit
---------------------------------------------------------
Bonnie Eslinger of Law360 reports that a Delaware bankruptcy judge
on Wednesday, May 31, 2023, denied drugmaker Mallinckrodt's request
to be released from a lawsuit over nuclear waste it produced 80
years ago as a contractor on the Manhattan Project, saying the suit
does not violate a provision in the company's Chapter 11 plan.
About Mallinckrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case
No. 20-12522) to seek approval of a restructuring that would reduce
total debt by $1.3 billion and resolve opioid-related claims
against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Richards, Layton &
Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes &
Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel;
Guggenheim Securities, LLC as investment banker; and AlixPartners,
LLP as restructuring advisor. Prime Clerk, LLC is the claims
agent.
The official committee of unsecured creditors retained Cooley, LLP,
as its legal counsel; Robinson & Cole, LLP as co-counsel; and
Dundon Advisers, LLC as financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid-related claimants. The OCC tapped
Akin Gump Strauss Hauer & Feld, LLP as its lead counsel; Cole
Schotz as Delaware co-counsel; Province, Inc. as financial advisor;
and Jefferies, LLC as investment banker.
* * *
Mallinckrodt plc on June 16, 2022, announced that it has
successfully completed its reorganization process, emerged from
Chapter 11 and completed the Irish Examinership proceedings.
Implementing the Plan and the Scheme strengthens the Company's
balance sheet, reduces its total debt by approximately $1.3 billion
and enables it to move forward with more than $250 million in cash
and cash equivalents on hand. The Plan and Scheme include key
legal settlements that resolve opioid claims brought against the
Company and litigation matters involving Acthar Gel, among other
claims, and provides for significant equitization of the Company's
guaranteed unsecured notes.
MIGI ASSET: Seeks to Extend Plan Exclusivity to 60 Days
-------------------------------------------------------
Migi Asset Acquisition, LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to extend its exclusive periods to
file and solicit votes on a Chapter 11 plan to 60 days.
Absent an extension, the Debtor's exclusive periods to file and
solicit plan votes will expire on June 9 and August 8, 2023,
respectively.
The Debtor explained that its representatives have been in contact
with representatives of its secured lender, Pride Funding, LLC,
regarding the status and value of the Debtor's primary asset which
is a residential real property project located at 98 Washington
Avenue, Pleasantville, New York, and its potential disposition.
Those discussions are ongoing, and the Debtor believes any
potential agreement with Pride, who recently obtained an appraisal
of the property, may serve as the focal point of a Chapter 11 plan.
Therefore, to allow those discussions to continue without the
Debtor's exclusive periods expiring, it is necessary to extend
those periods for a brief period.
The Debtor is represented by:
Kenneth L. Baum, Esq.
LAW OFFICES OF KENNETH L. BAUM LLC
201 W. Passaic Street, Suite 104
Rochelle Park, NJ 07662
Telephone: (201) 853-3030
Facsimile: (201) 584-0297
E-mail: kbaum@kenbaumdebtsolutions.com
About Migi Asset Acquisition, LLC
Migi Asset Acquisition, LLC is a single asset real estate as
defined in 11 U.S.C. Section 101(51B). The company is based in
Albany, N.Y.
Migi Asset Acquisition filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
23-21110) on Feb. 9, 2023, with up to $50,000 in assets and $1
million to $10 million in liabilities.
Kenneth L. Baum, Esq., at the Law Offices of Kenneth L. Baum, LLC
represents the Debtor as counsel.
MOMENTUM BREWERY: Ruediger Mueller Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Ruediger Mueller as
Subchapter V trustee for Momentum Brewery, LLC.
Mr. Mueller 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. Mueller declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ruediger Mueller
1112 Watson Court
Reunion, FL 34747
Email: truste@tcmius.com
About Momentum Brewery
Momentum Brewery, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02177) on
May 26, 2023, with $100,001 to $500,000 in assets and $50,001 to
$100,000 in liabilities. Judge Catherine Peek McEwen oversees the
case.
The Debtor is represented by James W. Elliott, Esq., at McIntyre
Thanasides Bringgold Elliott Grimaldi Guito & Matthews, P.A.
MOMENTUM BREWERY: Seeks Cash Collateral Access
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Momentum Brewery, Inc. asks the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, for authority to use
cash collateral and provide adequate protection.
The Debtor proposes to use cash collateral for the continued
operation of the business and for the care, maintenance and
preservation of the Debtor's assets.
The Debtor believes Toast Capital Inc. may claim perfected and
enforceable security interest and lien on, among other assets, the
Debtor's accounts, proceeds and accounts receivables which
constitute the Secured Creditor's cash collateral pursuant to UCC-1
financing statements 202203594839 and 202201217125 filed with the
Florida Department of State's Secured Transaction Registry.
The Debtor intends to provide the Secured Creditors with
replacement liens to the same extent and validity as held by
Secured Creditors Pre-Petition and other terms as set forth in the
proposed Interim Order Authorizing Use of Cash Collateral.
The Debtor will maintain insurance coverage for its real and
personal property in accordance with its obligations under any loan
and security documents with any secured creditors.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=wNU98s from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$22,238 for June 2023;
$23,768 for July 2023; and
$23,768 for August 2023.
About Momentum Brewery, Inc.
Momentum Brewery, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02177) on May
26, 2023. In the petition signed by Luis Armas, president, the
Debtor disclosed up to $500,000 in assets and up to $100,000 in
liabilities.
James W. Elliott, Esq., at McIntyre Thanasides Bringgold Elliott,
et al, represents the Debtor as legal counsel.
MONOTYPE IMAGING: S&P Ups ICR to 'B' on Sustained Deleveraging
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on font software
licensing provider Monotype Imaging Holdings Inc. to 'B' from 'B-'.
At the same time, S&P raised its issue-level rating on its senior
secured first-lien credit facilities to 'B' from 'B-'.
The stable outlook reflects S&P's expectation that the company will
continue to reduce its leverage by increasing its EBITDA, primarily
supported by the strong performance of its Enterprise segment. S&P
forecasts Monotype's leverage will be in the low-3x area and expect
free cash flow to debt of between 15% and 20% through 2024.
S&P said, "The upgrade reflects the company's significantly lower
leverage due to the continued outperformance of its Enterprise
segment. Monotype outperformed our base-case expectations for 2022
and increased its total revenue by about 22%, primarily due to
strong new term licensing revenue from new customers, strong
license renewal rates with existing customers in its Enterprise
segment, as well as the large perpetual deals it signed in recent
quarters. We believe the accelerated trend toward digitalization
stemming from the coronavirus pandemic led to increasing demand for
licensed fonts. We also believe the company's Enterprise-licensing
platform, Monotype Fonts, is resonating with customers because it
provides greater flexibility and more tools than the named-font
licenses that were the industry standard for many years.
Monotype's Enterprise sales force and market intelligence team,
which it roughly doubled during 2022, allows it to identify and
build strategic relationships with new and under-monetized
customers and demonstrate the value of its platform. The company
also uses font usage and other data gathered by the team to
identify trends in design preferences. S&P said, "We expect
Monotype will expand its top-line revenue by the mid-teens percent
area again in 2023 as it continues to capitalize on its Enterprise
sales force and industry-leading position to improve its market
penetration and transition smaller customers to the Monotype Fonts
platform. This increase in the company's revenue, coupled with the
improvement in its operating leverage and cost discipline, will
support S&P Global Ratings-adjusted EBITDA margins in the low-50%
range. We expect these trends will likely more-than offset the
pressures facing its Printer segment as companies continue
migrating toward digital media. In addition, we expect the declines
in this segment will be modest and gradual because its medium-term
contracts with printer manufacturers are mostly based on fixed fees
rather than unit sales."
Monotype may face headwinds amid a prolonged economic downturn. S&P
said, "Our economists forecast a very shallow U.S. recession during
2023, due to high prices and increased interest rates, which will
likely lead companies to seek cost and headcount reductions.
Therefore, we now expect weaker discretionary consumer spending in
2023, which could delay the roll-out of major rebranding or new
advertising campaigns and thus push out new Enterprise bookings. We
saw similar, albeit more severe, dynamics during the pandemic,
which contributed to a 10% decline in Monotype's revenue in 2020.
Moreover, the company typically generates over one-third of its
annual revenue and EBITDA in the fourth quarter of the year.
Further, the predictability of its quarterly sales is somewhat
limited, which can lead to volatility in its cash flows. Therefore,
we continue to view the company's seasonality as a moderate risk."
That said, S&P believes the company's strong historical retention
rate of over 90% with its enterprise customers will mitigate some
of the risk from the forecast downturn. Monotype's strong retention
rates are supported by its high switching costs because switching
font providers would require a company to rebrand across all of its
digital media. In addition, the favorable shift in the company's
sales mix toward its Enterprise segment (68% of 2022 revenue,
compared with 44% in 2020) has reduced its exposure to solutions
that are more sensitive to consumer discretionary spending, such as
its Digital Commerce segment (15% of 2022 revenue, compared with
21% in 2020). While some customers in this segment may opt to use
free front designs--in lieu of Monotype's paid licenses--to cut
costs if macroeconomic pressures intensify, free fonts are
typically not a reasonable alternative for large enterprises and
there are no font foundries with similar scale and breadth.
S&P said, "Our rating is limited by the company's financial sponsor
ownership, despite its favorable credit metrics relative to those
of its peers. Monotype reduced its leverage to about 4.0x in 2022
on its strong revenue growth and operating leverage. We forecast
these trends will continue, enabling it to reduce its debt leverage
to the low-3x area in 2023. We also forecast its free operating
cash flow (FOCF) to debt will improve to the 15%-20% range through
2024. While these credit metrics are more favorable than those of
most other companies we rate 'B', Monotype's financial-sponsor
ownership limits its ratings upside because of the risk of
leveraging transactions. Although we do not incorporate any
transactions of this type in our forecast due to the uncertainty
around their timing, we expect its owner, HGGC Capital, will
monetize its investment in the short- to medium-term, given the
typical investment cycle for private equity-owned portfolio
companies. HGGC purchased Monotype in 2019.
"The stable outlook reflects our expectation that Monotype will
continue to reduce its leverage by expanding its EBITDA, primarily
due the strong performance of its Enterprise segment. We forecast
leverage in the low-3x area and free cash flow to debt of between
15% and 20% through 2024."
S&P could lower its rating on Monotype if:
-- Lower renewals/bookings due to a weaker performance or
operational issues materially reduce its profitability relative to
S&P's base-case expectations; or
-- The company shifts to a more-aggressive financial policy that
involves large debt-funded acquisitions or dividends, causing its
leverage to approach 6.5x.
S&P said, "We could consider raising our rating if Monotype
significantly reduces or eliminates its financial-sponsor ownership
or we believe its sponsor is committed to operating the firm with
leverage of less than 5x over the long term, after incorporating
dividends and other leveraging transactions. We could also consider
a higher rating if the company considerably improves its scale
while maintaining stable profitability throughout the economic
cycle."
ESG credit indicators: E-2, S-2, G-3
MUSIC GETAWAYS: Court OKs Cash Collateral Access Thru July 11
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The U.S. Bankruptcy Court for the District of California, Northern
Division, authorized Music Getaways LLC to use cash collateral on
an interim basis in accordance with the budget through July 11,
2023, except that no adequate protection payment is to be made to
Alternative Funding Group Corp.
The Court said Alternative Funding Group Corp. and Wynwood Capital
are granted replacement liens to the same extent, validity and
priority as each of these parties held on the petition date.
A continued hearing on the matter is set for July 30, 2023 at 2
p.m.
A copy of the order is available at https://urlcurt.com/u?l=uBh7If
from PacerMonitor.com.
About Music Getaways LLC
Music Getaways LLC arranges and schedules music events. It was
formed in 2019. The majority of the Company's events were held at
Hard Rock Hotels, and the Company received a contract with Hard
Rock Hotels to produce shows for their time share customers.
Music Getaways sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10256) on April 6,
2023. In the petition signed by Warren D. Hill, managing member,
the Debtor disclosed up to $100,000 in assets and up to $10 million
in liabilities.
Judge Ronald A. Clifford III oversees the case.
The Law Offices of Michael Jay Berger represents the Debtor as
legal counsel.
NANTASKET MANAGEMENT: Bid to Use Cash Collateral Denied as Moot
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The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, denied as moot the motion for authority to use
cash collateral filed by Nantasket Management, LLC as the case has
been dismissed.
The Court said the hearing set for June 14, 2023 is canceled.
As previously reported by the Troubled Company Reporter, prior to
the Petition Date, the Debtor had acquired eight former U.S. Coast
Guard housing homes in Hull, Mass. The Debtor was the winning
bidder in an auction for eight Hull properties. The Debtor's
manager, Michael Kim, is an engineer who has experience in bidding
for and acquiring former U.S. government-owned properties and then
selling them for profit. At the time of the bankruptcy filing, the
Debtor had six remaining properties located on Nantasket Avenue in
Hull.
The Debtor sought Chapter 11 protection to stave off foreclosures
notwithstanding efforts made to negotiate alternatives.
US Bank National Association, as Trustee for Velocity Commercial
Capital Loan Trust 2019-2, holds liens of the Debtor's assets,
which are recorded at the Plymouth County Registry of Deeds in the
Commonwealth of Massachusetts.
A copy of the order is available at https://urlcurt.com/u?l=KilD9a
from PacerMonitor.com.
About Nantasket Management
Nantasket Management, LLC filed its voluntary petition for Chapter
11 protection (Bankr. D. Mass. Case No. 22-11772) on Dec. 6, 2022.
In the petition signed by its manager, Michael Kim, the Debtor
listed up to $10 million in both assets and liabilities.
Judge Janet E. Bostwick oversees the case.
The Law Offices of John F. Sommerstein serves as the Debtor's
bankruptcy counsel.
NATIONAL CINEMEDIA: Deadline to File Claims Set for June 26
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The U.S. Bankruptcy Court for the Southern District of Texas set
June 26, 2023, at 5:00 p.m. (Prevailing Central Time) as the
deadline for all persons and entities of National CineMedia LLC to
file proofs of claim against the Debtor.
The Court also set Oct. 10, 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, including supporting
documentation, by either (i) electronic submission through PACER
(Public Access to Court Electronic Records at
https://exf.txsb.uscourts.gov), (ii) electronic submission using
the interface available on the claims and noticing agent's website
at https://omniagentsolutions.com/NCM, or (iii) if submitted
through non-electronic means, by U.S. mail of other hand delivery
system, so as to be actually received by the claims and noticing
agent on or before the general bard ate or the governmental bar
date, or any other applicable bar date, at these addresses: if by
first-class mail, hand delivery, or overnight mail:
National CineMedia LLC Claims Processing
c/o Omni Agent Solutions
5955 De Soto Ave., Suite 100
Woodland Hills, CA 91367
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. Tex. 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.
NEW CAL-NEVA: Court Grants Hall CA-NV's Motion in Limine
--------------------------------------------------------
In the case captioned as HALL CA-NV, LLC, a Texas Limited Liability
Company Plaintiff, v. LADERA DEVELOPMENT, LLC, a Nevada Limited
Liability Company, et al. Defendant, Case No.
3:18-CV-00124-RCJ-CSD, (D. Nev.), Judge Robert C. Jones of the U.S.
District Court for the District of Nevada grants the Motion in
Limine filed by Hall CA-NV, LLC.
Hall CA-NV seeks to exclude any evidence, arguments, or assertions
of fact that run counter to the Court's Order finding that Ladera
Development, LLC's breached the Intercreditor Agreement.
This dispute arises from many previous disputes that the parties
engaged in over a loan that Hall and Ladera made for a renovation
of the Cal-Neva Lodge. Hall brought this action alleging that
Ladera breached the Intercreditor Agreement.
The Court already ruled on the issue of whether Ladera breached the
Intercreditor Agreement and Ladera's attempts to relitigate that
issue under a motion for reconsideration were unsuccessful.
However, as discussed at the hearing on the Motion in Limine, Hall
needs to show causation to receive damages in the upcoming trial.
Ladera can use evidence to refute any attempts that Hall may make
to show causation. The Court recognizes that some of that evidence
may include evidence that is related to whether Ladera breached the
Intercreditor Agreement. For that reason, Ladera can introduce and
use that evidence in the upcoming trial, but only for the purpose
of showing that causation does not exist.
If Ladera wanted to further that litigate that issue it should take
it up with the Circuit Court. The Court will not hear any evidence,
arguments, or assertions of fact that run counter to the Court's
ruling that Ladera breached the Intercreditor Agreement.
A full-text copy of the Order dated May 17, 2023, is available
https://tinyurl.com/ypcjcfka from Leagle.com.
About New Cal-Neva Lodge
New Cal-Neva Lodge, LLC, based in Saint Helena, California, filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July
28, 2016. In its petition, New Cal-Neva estimated $50 million to
$100 million in assets and $10 million to $50 million in
liabilities. The petition was signed by Robert Radovan, president
and secretary.
Judge Thomas E. Carlson presides over the case. Keller &
Benvenutti LLP serves as bankruptcy counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 13, 2016. The committee hired
Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province,
Inc., as financial advisor; and Fennemore Craig P.C. as Nevada
counsel.
New Cal-Neva filed a Chapter 11 plan of reorganization for the
company and its parent Cal Neva Lodge, LLC.
On Jan. 6, 2017, Leslie P. Busick and several other creditors
proposed a Chapter 11 plan of reorganization for New Cal-Neva. The
group is represented by the Law Offices of Alan R. Smith.
On March 21, 2017, Ladera Development, LLC, filed a Chapter 11 plan
of reorganization for New Cal-Neva and its parent.
NIR LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: NIR, LLC
74 Roseclair Street, Apt. 1
Boston, MA 02125
Chapter 11 Petition Date: June 8, 2023
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 23-10906
Judge: Hon. Janet E. Bostwick
Debtor's Counsel: Gary W. Cruickshank, Esq.
GARY W. CRUICKSHANK
21 Custom House Street
Suite 920
Boston, MA 02110
Tel: 917-330-1960
Email: gwc@cruickshank-law.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Cecilia Vien as manager.
The Debtor failed to include in the petitiona 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/IYURQ5A/NIR_LLC__mabke-23-10906__0001.0.pdf?mcid=tGE4TAMA
NOAH WEBSTER: S&P Affirms 'BB' Long-Term Rating on Revenue Bonds
----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'BB' long-term rating on the Pima County Industrial
Development Authority, Ariz.'s charter school revenue and revenue
refunding bonds, issued for Noah Webster Basic Schools Inc. (Noah
Webster or NWS).
"The outlook revision reflects our view of Noah Webster's weakening
demand profile given four years of consecutive material enrollment
declines," said S&P Global Ratings credit analyst Kimberly Barrett,
"and uncertainty whether enrollment will stabilize within the
outlook period, although we will monitor management's efforts to
stabilize enrollment longer-term through recent authorizer approval
of additional grade levels beginning in fall 2024."
The rating applies only to the series 2014 and 2015 bonds and not
to Noah Webster as an organization. A lien on state payments
received for Noah Webster Schools' Mesa campus (NWS-Mesa), also
known as the obligated group, secures the series 2015 bonds, which
are on parity with the unrated series 2011 bonds. Revenue of
NWS-Pima and a series 2014 guarantee secure the series 2014 bonds;
the guarantee pledges NWS-Mesa revenue to the 2014 bonds in the
event NWS-Pima's revenue is insufficient.
S&P said, "We assessed Noah Webster's enterprise profile as
adequate, characterized by four years of consecutive enrollment
declines above 10%, offset by its longstanding charter and
operating history. We assessed Noah Webster's financial profile as
vulnerable, characterized by a high debt burden and below-average
liquidity as measured by days cash on hand, offset by continued
positive operating results. These credit factors, combined, lead to
an anchor of 'bb' and a final rating of 'BB'.
"The negative outlook reflects our view that there is at least a
one-in-three chance that we could lower the rating within the
outlook period if enrollment declines persist, particularly to the
extent that weakening demand begins to impact historically solid
financial performance."
ONKAAR INC: Seeks Cash Collateral Access
----------------------------------------
Onkaar Inc. asks the U.S. Bankruptcy Court for the Eastern District
of California, Sacramento Division, to use cash collateral and
provide adequate protection.
The Debtor requires the use of cash collateral to pay operating
expenses.
Umpqua Bank, Cross Petroleum and the U.S. Small Business
Administration may assert a lien against the Debtor's cash
collateral.
Umpqua Bank holds a Promissory Note with a principal balance amount
as of the Petition Date of $557,623. The Note is secured by a UCC-1
financing statement recorded on May 14, 2013 against all of the
Debtor's personal property as well as a deed of trust against the
Debtor's commercial property located at 481 East Avenue, Chico,
California 95926. The Note calls for monthly principal and interest
payments of $5,999. The Note was obtained at the acquisition of the
Debtor's business back in 2013 and is guaranteed by the SBA.
Cross Petroleum holds a second priority security interest secured
by a UCC-1 financing statement recorded on August 18, 2020 against
all of the personal property assets utilized in the Debtor's
business. The Debtor believes Cross Petroleum does not have a
balance owing as of Petition Date.
The SBA holds a third priority security interest secured by a UCC-1
financing statement recorded on July 20, 2021 against all of the
personal property assets utilized in the Debtor's business. The
Debtor applied and received the loan under the program for Economic
Injury Disaster Loan for the COVID-19 pandemic. The SBA loan is
still in its forbearance period and does not require monthly
payments until October 2023.
The Debtor expects to move quickly in proposing a plan of
reorganization, but cannot determine with certainty the timetable
for filing a plan. The Debtor seeks authorization to use cash
collateral from April 24 through October 31, 2023. However, to
avoid immediate and irreparable harm, pending a final hearing on
the Motion, the Debtor requests interim authorization to use up to
$100,710 of cash collateral from April 24 through June 13, with a
15% variance.
The Debtor has been operating without cash collateral consent and
has racked up $80,167 in expenses. The Debtor did make its normal
monthly payment to Umpqua Bank on May 11 for $5,999. Further, the
Debtor segregated the SBA proceeds into a separate Debtor in
Possession bank account held at US Bank, account ending in 3317 and
7769, which is currently holding $125,826 and $4,900.
The Debtor will provide Umpqua Bank, Cross Petroleum and the SBA
with adequate protection by:
a. granting replacement liens on post-petition cash collateral
(other than avoidance actions) and other property generated by the
Debtor of the same type and nature as existed when the Debtor filed
its case; and
b. making adequate protection payments to the Secured
Creditors starting in May 2023.
A copy of the motion is available at https://urlcurt.com/u?l=Bwwgg2
from PacerMonitor.com.
About Onkaar Inc.
Onkaar Inc., doing business as Chico Super Food Mart, owns gasoline
stations in Chico, Calif.
Onkaar filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-21315) on April 24,
2023, with as much as $50,000 in assets and $1 million to $10
million in liabilities. Walter Dahl, Esq., a partner at Dahl Law,
has been appointed as Subchapter V trustee.
Judge Christopher D. Jaime oversees the case.
Gabriel E. Liberman, Esq., at the Law Offices of Gabriel Liberman,
APC is the Debtor's counsel.
PACKABLE HOLDINGS: Exclusivity Period Extended to July 21
---------------------------------------------------------
Judge Craig T. Goldbatt of the U.S. Bankruptcy Court for the
District of Delaware extended Packable Holdings and its affiliates'
exclusive periods to file its Chapter 11 plan and disclosure
statement and to solicit acceptances thereof to July 21 and
September 22, 2023, respectively.
Absent an extension, the deadline set by the Court for the Debtor's
exclusive filing period was May 22 and exclusive solicitation
period is July 24.
As reported by the Troubled Company Reporter, the Debtors stated
that they have made significant progress in moving their Chapter 11
cases to a successful completion, including:
(a) liquidating the bulk of the Debtors' assets, including
through various asset sales;
(b) rejecting leases and abandoning personal property to
eliminate burdensome expenses for the Debtors' estates;
(c) preparing and filing the schedules of assets and
liabilities and statements of financial affairs;
(d) resolving various contested matters; and
(e) commencing drafting of a chapter 11 plan.
The Debtors also stated that allowing the expiration of the
exclusive periods at this critical stage would serve only to
interfere with the progress of their Chapter 11 cases.
"Now that the Debtors have sold substantially all of their assets
and are winding down, the Debtors require additional time to
complete any remaining asset dispositions and to engage in
discussions with key stakeholders before filing and prosecuting a
plan of liquidation," explained the Debtors.
The Debtors are represented by:
Christopher M. Samis, Esq.
L. Katherine Good, Esq.
Aaron H. Stulman, Esq.
Katelin A. Morales, Esq.
POTTER ANDERSON & CORROON LLP
1313 North Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
E-mail: csamis@potteranderson.com
kgood@potteranderson.com
astulman@potteranderson.com
kmorales@potteranderson.com
- and -
Michael Klein, Esq.
Erica Richards, Esq.
COOLEY LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 479-6000
Facsimile: (212) 479-6275
E-mail: mklein@cooley.com
erichards@cooley.com
- and -
Cullen Drescher Speckhart, Esq.
COOLEY LLP
1299 Pennsylvania Avenue, NW Suite 700
Washington, DC 20004
Telephone: (202) 842-7800
Facsimile: (202) 842-7899
E-mail: cspeckhart@cooley.com
About Packable Holdings
Packable Holdings, LLC, now known as Pack Liquidating, LLC, is a
multi-marketplace e-commerce enablement platform.
Packable Holdings and five affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
22-10797) on Aug. 29, 2022. In the petition filed by Maria Harris,
chief legal officer, Packable Holdings reported between $100
million and $500 million in both assets and liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtors tapped Cooley LLP and Potter Anderson & Corroon, LLP as
legal counsels; Alvarez and Marsal North America, LLC as financial
advisor; and Hilco Merchant Resources, LLC as liquidation agent.
Epiq Corporate Restructuring, LLC is the claims agent.
On Sept. 13, 2022, the U.S. Trustee for Region 3 appointed the
official committee of unsecured creditors in the Debtors' cases.
The committee selected Kelley Drye & Warren, LLP and A.M. Saccullo
Legal, LLC as bankruptcy counsels; ASK, LLP as special litigation
counsel; and Dundon Advisers, LLC as financial advisor.
JPMorgan Chase Bank, N.A., as administrative agent, is represented
by Richards, Layton & Finger, P.A. and Morgan, Lewis & Bockius LLP.
PARADOX RESOURCES: Court OKs Interim Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Paradox Resources, LLC to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to continue its
ordinary course business operations and to maintain the value of
the bankruptcy estates.
To the extent of any diminution in value, each secured lender is
granted valid, automatically perfected and enforceable additional
adequate protection replacement liens, in accordance with the
priority of the applicable Secured Lender and subject to the
Carve-Out and only in collateral of the same type as the Secured
Lender has a valid prepetition lien.
The Replacement Liens will at all times be senior to any security
interest, assignment, or lien of any creditor or other
party-in-interest in this Chapter 11 Case other than the Carve-Out,
and except for any liens, security interests, or setoff rights
existing on the Petition Date that are valid, properly perfected,
unavoidable, and senior to any prepetition liens of the respective
Secured Lenders, in which case the Replacement Liens will be
immediately junior in priority to such preexisting senior
interests.
Subject to the Carve-Out, and to the extent of any Diminution in
Value, the Secured Lenders are further granted an allowed
superpriority administrative expense claim, as provided and to the
full extent allowed by 11 U.S.C. sections 503(b) and 507(b), with
priority over all administrative expense claims and unsecured
claims against the Debtor and its estate, now existing or hereafter
arising, of any kind or nature whatsoever.
The Carve-Out means: (a) quarterly fees required to be paid
pursuant to 28 U.S.C. section 1930(a)(6); and any fees payable to
the Clerk of the Bankruptcy Court; (b) actually incurred expenses
included in the Budget but unpaid as of the termination of the
Debtors' right to use cash collateral under the Interim Order; and
(c) the aggregate amount of any fees and expenses of any estate
professionals included in the Budget which are actually incurred,
but unpaid as of the termination of the Debtors' right to use cash
collateral under the Interim Order, but only to the extent incurred
and unpaid, such fees and expenses have been previously or
subsequently are approved by the Court and only to the extent such
incurred and unpaid fees and expenses exceed any retainer held by
any such Professional at the time of termination.
A final hearing on the matter is set for June 15, 2023 at 10:30
a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=NvRHF4 from PacerMonitor.com.
The Debtor projects total operating disbursements, on a weekly
basis, as follows:
$91,900 for the week ending May 28, 2023;
$348,757 for the week ending June 4, 2023;
$231,376 for the week ending June 11, 2023; and
$673,139 for the week ending June 18, 2023.
About Paradox Resources, LLC
Paradox Resources, LLC is an integrated energy company that now
owns multiple producing oil and gas fields.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90558) on May
22, 2023.
In the petition signed by Todd A. Brooks, CEO, the Debtor disclosed
up to $100 million in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtor tapped Okin Adams Bartlett Curry LLP as legal counsel,
Stout Risius Ross, LLC as restructuring advisor, and Donlin, Recano
& Co., Inc. as notice, claims and balloting agent.
PARAMOUNT RESTYLING: Seeks $2.25MM DIP Loan from Gemcap
-------------------------------------------------------
Paramount Restyling Automotive Inc. asks the U.S. Bankruptcy Court
for the Central District of California, Riverside Division, for
authority to use cash collateral and obtain postpetition
financing.
GemCap is the Debtor's pre-petition working capital lender. GemCap
is also expected to provide exit financing in connection with the
Debtor's plan of reorganization.
GemCap has advised the Debtor it will not consent to the Debtor's
use of cash collateral beyond July 9 outside of a DIP financing
arrangement with an order approving that financing entered before
July 9.
Given GemCap's position as to use of cash collateral, GemCap's
agreement to provide exit financing, and other factors including
the current stage of the case, the Debtor has determined that the
least risky, disruptive and expensive path is for the Debtor to
obtain DIP financing from GemCap. The DIP Loan will provide the
borrowers with a revolving line of credit up to $2.250 million with
advances based on pre-petition borrowing base formulas, and extend
the maturity date to October 31, 2025.
The salient terms of the proposed DIP Loan include:
(a) Maximum Credit: up to $2.250 million.
(b) Postpetition Lien; Adequate Protection Lien; Priority lien
and security interest in and on all assets of Paramount as a
postpetition lien pursuant to 11 U.S.C. section 364(c)(1) which
will be first and senior in priority to all other interests and
liens; except for liens and interests existing as of the Petition
Date that were senior in priority to GemCap's prepetition liens and
only to the extent that such liens and interests are and continue
to be senior in priority and not otherwise avoided. The SBA and
GemCap will also receive Adequate Protection Liens.
(c) Superpriority Claim and 11 U.S.C. Section 507(b) Priority:
The DIP Loan will also constitute a superpriority administrative
expense priority claim with senior priority in payment afforded by
11 U.S.C. section 364(c)(1) and a priority unsecured claim pursuant
to 11 U.S.C. section 507(b).
(d) Maturity Date: earlier of (i) October 31, 2025, (ii) date
GemCap is entitled to exercise and is not otherwise stayed from
exercising any of its remedies pursuant to the terms thereof, and
(iii) the date the Agreement is terminated.
The Debtor's affiliated business, known as Warner Science
Applications, also filed a voluntary Chapter 11 petition, and
elected to conduct its case under Subchapter V as a "small business
debtor." The Trustee is also the subchapter V trustee of the Warner
bankruptcy estate.
Paramount has two secured creditors:
(1) GemCap, which was owed approximately $2,123,029 as of the
Petition Date, and (2) the SBA, which is owed approximately
$502,923 as of the Petition Date. As set forth in the UCC Report
Paramount obtained, together with the UCC-1 Financing Statements
filed against Paramount and attached to the UCC Report, and based
on the SBA's subordination of its lien to that of GemCap pursuant
to a subordination agreement: (1) GemCap's claim is secured by
first priority liens on substantially all of Paramount's assets and
on the assets of Paramount's and Warner's affiliates -- Crius
Automotive, Inc., Raptor Automotive Inc., Selket Automotive, Inc.,
and Shanxi Warner Ecommerce Warehousing, Inc. -- which were
co-borrowers on the pre-petition loans from GemCap, and, second
priority liens on substantially all of Warner's assets, and
(2) the SBA's claim is secured by a second priority lien on
substantially all of Paramount's assets. In addition to the
foregoing alleged secured claims, there are approximately $4.346
million of non-insider, general unsecured claims against Paramount.
Warner has two secured creditors:
(1) Amazon Capital Services, Inc., which was owed
approximately $806,790as of the Petition Date; and
(2) GemCap, which was owed approximately $2.123 million and
which claim is co-extensive with GemCap's claim against Paramount
and the Affiliates as a co-obligor.
As set forth in the Paramount UCC Report and the UCC Report Warner
obtained, together with the UCC-1 Financing Statements filed
against Warner and attached to the UCC Report, (1) Amazon's claim
is secured by a first priority lien on substantially all of
Warner's assets and (2) GemCap's claim is secured by first priority
liens on substantially all of Paramount's and the Affiliates'
assets and a second priority lien on substantially all of Warner's
assets. In addition to the alleged secured claims, there are
approximately $287,483 of non-insider, general unsecured claims
against Warner.
The Debtors and the Affiliates are co-borrowers under a Loan and
Security Agreement, Loan and Security Agreement Schedule, and all
agreements related thereto, dated November 16, 2021, with
Industrial Funding Group, Inc., the predecessor-in-interest to
GemCap. IFG and GemCap entered into a Commercial Loan Purchase
Agreement on November 17, 2021 by which GemCap acquired all rights,
claims and interests in and to the Prepetition Loan Documents.
Under the Prepetition Loan Documents, the Debtors and the
Affiliates received a secured revolving line of credit up to a
maximum loan amount of $4 million. As of the Petition Date, the
indebtedness to GemCap was $2.123 million.
The Debtor submits the value of the creditors' interests in the
cash collateral will be adequately protected by, among other
things, an equity cushion and the continued operation and
maintenance of the Debtor's business which, has a current value of
approximately $7.4 Million while the SBA and GemCap are
collectively owed approximately $2.6 Million as of the Petition
Date. This equates to an equity cushion of more than 100%.
As reflected in the Budget, the payment of the expenses necessary
for the Debtor to continue operating its business will adequately
protect the SBA and GemCap because by doing so, the Debtor will
continue to generate revenue and will be able to preserve the
going-concern value of the Debtor's business while the Debtor
pursues its reorganization.
The SBA and GemCap are further adequately protected by the Adequate
Protection Liens, as provided for in the proposed order.
A hearing on the matter is set for June 27, 2023 at 1 p.m.
A copy of the motion is available at https://urlcurt.com/u?l=SYX8XC
from PacerMonitor.com.
About Paramount Restyling Automotive Inc.
Paramount Restyling Automotive Inc. is a manufacturer of automotive
parts, accessories, and tires.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10069) on January 9,
2023. In the petition signed by Samson Yang, vice president and
authorized signatory, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Wayne Johnson oversees the case.
David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik,
LLP, represents the Debtor as legal counsel.
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru June 21
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
McAllen Division, authorized Peace Equipment LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance, through June 21, 2023.
The Court said Commercial Credit Group, Inc. and Crestmark TPG, LLC
are granted postpetition liens against the same types of property
of the Debtor, to the same validity, extent and priority, as
existed as of the Petition Date, wherever located, effective nunc
pro tunc as of the Petition Date. The liens will be deemed for all
purposes to have been properly perfected, without filing, as of the
Petition Date.
The Debtor will, at all times, maintain insurance on the Equipment
Collateral as is required under the loan agreements for each
Secured Creditor with one or more insurance companies and will name
the Secured Lenders for each of the Equipment Collateral as
additional insured and loss payee on the insurance policies.
To the extent the Replacement Liens previously provided to CCG and
TBK prove inadequate to protect CCG and TBK from a demonstrated
diminution in the value of its collateral from the Petition Date,
then CCG and TBK are granted an administrative expense claim under
11 U.S.C. section 503(b) with priority in payment under 11 U.S.C.
section 507(b).
These events constitute an "Event of Default":
(i) The Debtor violates or fails to timely satisfy,
post-petition, any term or condition of the Agreed Order;
(ii) A Chapter 11 trustee or examiner is appointed without the
consent of any Secured Creditor (except for the subpart V
trustee);
(iii) The Debtor sells or encumbers any item of property subject
to the Secured Creditors liens (including, without limitation, the
cash collateral), without the prior written consent of such Secured
Creditors or court authorization, except for those accounts
receivable sold to Phoenix;
(iv) The Debtor's Chapter 11 proceeding is converted to a
Chapter 7 proceeding or dismissed; or
(v) Insurance required under the loan agreements is allowed to
lapse by the Debtor, or is otherwise terminated.
A further hearing on the matter is set for June 21, at 10:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=4BCLeM from PacerMonitor.com.
The Debtor projects $460,000 in total revenue and $439,534 in total
expenses for 30 days.
About Peace Equipment, LLC
Peace Equipment, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24,
2023. In the petition signed by Alejandro G. Mascorro, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Reese W. Baker, Esq., at Baker and Associates, represents the
Debtor as legal counsel.
PEACHSTATE PEDALING: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------------
Peachstate Pedaling, LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, for authority to
use cash collateral on an emergency basis to continue its
operations in accordance with the proposed budget.
The Debtor suffered throughout the COVID-19 pandemic and struggled
to catch up when sales slowed. The Debtor was forced to resort to
high-interest lenders that withdraw money either daily or weekly
from the Debtor's bank accounts at exorbitant interest rates.
The Debtor is a borrower with Yamaha Motor Finance Corporation,
U.S.A. Yamaha asserts a security interest in the Debtor's tangible
and intangible personal property pursuant to the Loan Agreement and
UCC Financing Statement No. 044-2020-000906 filed with the Coweta
County, Georgia Clerk of Superior Court on February 26, 2020. The
Debtor asserts the balance owed to Yamaha is approximately
$18,000.
The Debtor is also a borrower under an EIDL loan in the original
principal amount of $350,000 as evidenced by the Note with the
United States Small Business Administration and a current balance
of $336,500. The SBA asserts a security interest in the Debtor's
tangible and intangible personal property pursuant to that UCC
Financing Statement No. 038- 2022-014896 filed with the Coweta
County, Georgia Clerk of Superior Court on April 27, 2022.
The Debtor also has three other creditors that may assert an
interest in cash collateral, including Rapid Financial Services,
LLC, Arsenal Funding, LLC, and Capital Assist, LLC. The Debtor has
approximately $23,000 in inventory and approximately $9,500 in
funds sitting in its operating accounts.
To the extent any interest that the Lenders may have in the cash
collateral is diminished, the Debtor proposes to grant the Lenders
a replacement lien in post-petition collateral of the same kind,
extent, and priority as the liens existing pre-petition, except
that the Adequate Protection Lien will not extend to the proceeds
of any avoidance actions received by the Debtor or the estate
pursuant to chapter 5 of the Bankruptcy Code.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=hcmUkX from PacerMonitor.com.
The Debtor projects $98,000 in sales revenue and $90,295 for four
weeks.
About Peachstate Pedaling, LLC
Peachstate Pedaling, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-55307-jwc) on
June 6, 2023. In the petition signed by Eric Hunger, owner, the
Debtor disclosed up to $100,000 in assets and up to $10 million in
liabilities.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC,
represents the Debtor as legal counsel.
PRODUCE DEPOT: June 29 Plan & Disclosure Hearing Set
----------------------------------------------------
On May 24, 2023, Produce Depot USA LLC filed with the U.S.
Bankruptcy Court for the District of New Jersey a Third Amended
Small Business Disclosure Statement.
On June 1, 2023, Judge Vincent F. Papalia conditionally approved
the Disclosure Statement and ordered that:
* June 22, 2023 is fixed as the last day for filing and
serving written objections to the Disclosure Statement and
confirmation of the Plan.
* June 22, 2023 is fixed as the last day for filing written
acceptances or rejections of the Plan.
* June 29, 2023 at 11:00am at the United States Bankruptcy
Court, District of New Jersey, 50 Walnut Street, Newark, NJ 07102,
in Courtroom 3B is the hearing for final approval of the Disclosure
Statement (if a written objection has been timely filed) and for
confirmation of the Plan.
A copy of the order dated June 1, 2023 is available at
https://urlcurt.com/u?l=NP1TKH from PacerMonitor.com at no charge.
Attorney for the Debtor Produce Depot USA LLC:
Alla Kachan, Esq.
2799 Coney Island Ave., Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-315
E-mail: alla@kachanlaw.com
About Produce Depot USA
Produce Depot, LLC, is a merchant wholesaler of grocery and related
products in Brooklyn, N.Y.
Produce Depot sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 22-40412) on March 2, 2022, listing $1,660,488 in
liabilities. On June 9, 2022, the case was transferred to the U.S.
Bankruptcy Court for the District of New Jersey (Bankr. D.N.J. Case
No. 22-14771).
Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C., is the
Debtor's counsel.
PURDUE PHARMA: Massachusetts to Get $110M After Plan Ruling
-----------------------------------------------------------
WCVB 5 ABC reports that a recent court ruling clears the way for
OxyContin maker Purdue Pharma to begin payouts worth hundreds of
millions of dollars in connection with lawsuits over that company's
role in the opioid crisis.
Massachusetts, which stands to gain $110 million from the
agreement, became the first state in the nation to sue the
executives and directors of Purdue Pharma in 2018.
In 2021, the lawsuit was settled in an agreement that required tens
of millions of documents to be made public and billions of dollars
to be paid to communities across the country.
"The opioid crisis has been devastating for communities across the
Commonwealth. Yesterday's, May 30, 2023, decision from the Second
Circuit affirmed the bankruptcy court's approval of the Purdue
Pharma bankruptcy plan, bringing us closer to returning $110
million of much-needed funds to Massachusetts communities for
prevention, harm reduction, treatment and recovery efforts," said
Massachusetts Attorney General Andrea Campbell. "We will continue
to support our families impacted by this crisis and work to ensure
that Purdue and the Sackler family are finally held accountable for
their roles in perpetuating it."
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP as
legal counsels; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk, LLC, is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
In early March 2022, Purdue Pharma reached a nationwide settlement
over its role in the opioid crisis, with the Sackler family members
boosting their cash contribution to as much as $6 billion. The
settlement was hammered out with attorneys general from the eight
states -- California, Connecticut, Delaware, Maryland, Oregon,
Rhode Island, Vermont and Washington -- and D.C. who had opposed
the previous settlement.
R L BURNS: Seeks Cash Collateral Access
---------------------------------------
R L Burns, Inc. asks the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, for authority to use cash
collateral and provide adequate protection to:
-- the U.S. Small Business Administration; and
-- the extent necessary, the inferior interests who may assert
a lien or security interest in the Debtor's cash collateral: Truist
Bank, NA and Guarantee Company of North America USA.
The Debtor requires the use of cash collateral to successfully
reorganize.
The Debtor's business has been adversely affected by the covid
pandemic, supply chain difficulties, and issues finding labor and
workers for construction jobs; and the Debtor's cash flow has been
adversely impacted by nonpaying clients, as the Debtor's accounts
receivable exceed $2,000,000 (more than 90 days old). The Debtor
desires to use the relief provided by Subchapter V to restructure
and downsize its business, so that it is better able to satisfy its
ongoing obligations and be profitable going forward.
As of the Petition Date, the Debtor has approximately $431,385 of
cash in deposit accounts; and the Debtor is owed approximately
$112,827 in accounts receivable less than 90 days old, and
$2,030,036 in accounts receivable more than 90 days old. The
Debtor's other personal property is valued at approximately
$207,205. The Debtor's earnings going forward may arguably be
subject to creditors' alleged liens, and to the extent that future
earnings may be deemed to be cash collateral, the Debtor seeks
authority to use same.
The Debtor owes approximately $2 million to the U.S. Small Business
Administration that is secured by a UCC Financing Statement filed
on July 4, 2020.
UCC Filing Statements have also been filed by Truist Bank, N.A.
(owed approximately $911,461); and Guarantee Company of North
America USA, with Atlantic Specialty Insurance Company as an
additional insured (owed an unknown and unliquidated amount). The
Inferior Interests are wholly unsecured pursuant to 11 U.S.C.
section 506.
A copy of the motion is available at https://urlcurt.com/u?l=Opc2ph
from PacerMonitor.com.
About R L Burns, Inc.
R L Burns, Inc. is a full-service general contractor headquartered
in Downtown Orlando, that has provided quality construction
solutions in the greater Central Florida area for more than 29
years. Its project history includes a wide variety of construction
projects, including community centers, parks, medical facilities,
education facilities, office buildings, and transportation
facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02186) on June 2,
2023. In the petition signed by CEO Robert L. Burns Sr., the Debtor
disclosed $751,416 in assets and $3,997,262 in liabilities.
Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, represents the
Debtor as legal counsel.
RP RUIZ: May Access Cash Collateral to Pay NewCo Capital
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Santa Barbara Division, authorized R. P. Ruiz, Corporation to use
cash collateral on an interim basis.
The Debtor is permitted to use cash collateral to pay NewCo Capital
Group VI LLC additional sums -- in addition to the monies
authorized in the April 26, 2023 Order Granting Debtor's Third
Supplement to Motion to Use Cash Collateral on an Interim and Final
Basis -- as additional adequate protection payments, and as agreed
among the parties in conjunction with the Supplement:
$150 in connection with the Debtor's May 2023 adequate
protection payment to NewCo;
$100 in connection with the June 2023 adequate protection
payment to NewCo; and
$50 in connection with the July 2023 adequate protection
payment to NewCo.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to avoid immediate and
irreparable harm.
The Debtor has identified entities asserting interests in the cash
collateral, including Commercial Credit Group and NewCo Financial.
As adequate protection, the Secured Creditors are granted
replacement lien in all post-petition assets of the Debtor, other
than avoidance power actions and recoveries. The replacement liens
will have the same validity, extent and priority as the Secured
Creditors liens held in prepetition collateral.
A copy of the order is available at https://urlcurt.com/u?l=dIaEwl
from PacerMonitor.com.
About R. P. Ruiz, Corporation
R. P. Ruiz, Corporation is a concrete subcontractor. The Debtor
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 22-10501) on July 5, 2022. In the
petition signed by Richard Ruiz, Jr., president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Ronald A. Clifford III oversees the case.
Steven R. Fox, Esq., at The Fox Law Corporation, Inc. is the
Debtor's counsel.
RYMAN HOSPITALITY: S&P Rates New $300MM Sr. Unsecured Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '2'
recovery rating to the proposed $300 million senior unsecured notes
due 2028 issued by Ryman Hospitality Properties Inc.'s subsidiaries
RHP Hotel Properties L.P. and RHP Finance Corp. The '2' recovery
rating indicates our expectation for substantial (70%-90%; rounded
estimate: 85%) recovery for noteholders in the event of a default.
The company will use the proceeds from these proposed notes, along
with the proceeds from its previously announced equity issuance and
some cash from its balance sheet, to acquire the JW Marriot Hill
Country in San Antonio, Texas for a total purchase price of about
$800 million. Following the acquisition, the JW Marriot Hill County
hotel will become an unencumbered asset of Ryman that would be
shared pari passu among its secured and unsecured lenders in a
recovery scenario.
S&P said, "Incorporating the proposed notes and acquisition, we
expect Ryman's pro forma S&P Global Ratings-adjusted total gross
leverage will be in the low-5x area in 2023, and potentially below
5x in 2024, which is in line with our previous base-case forecast.
Our recovery analysis assumes the company issues the $300 million
senior unsecured notes as proposed, though we note a $100 million
increase in the offering amount would only modestly increase our
leverage expectations and slightly decrease our recovery
expectations for the senior unsecured lenders. Our '2' recovery
rating would also remain unchanged if Ryman upsized the issuance to
$400 million."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P said, "The '1' recovery rating on Ryman's senior secured
revolving credit facility and senior secured term loan B indicates
our expectation for very high (90%-100%; rounded estimate: 95%)
recovery for investors in the event of a default. We rate this debt
'BB-'. Our '1' recovery rating on the secured debt is unchanged
because there will continue to be substantial asset coverage
provided by the Gaylord Opryland and Gaylord Texan subsidiary
equity pledges." In addition, there is a negative pledge provision
in the credit facility agreement that limits Ryman's ability to
place liens or otherwise encumber the Gaylord Opryland and Gaylord
Texan.
-- S&P said, "Our '2' recovery rating on Ryman's senior unsecured
notes indicates our expectation for substantial (70%-90%; rounded
estimate: 85%) recovery for investors in the event of a default. We
rate this debt 'B+'. Our '2' recovery rating on the unsecured debt
remains unchanged because of the substantial asset coverage under
our recovery assumptions." The new unencumbered JW Marriot hotel
adds substantial value that would be shared pari passu among the
secured and unsecured lenders in a recovery scenario.
-- S&P said, "We cap our recovery rating on Ryman's senior
unsecured notes at '2'. We generally cap our recovery ratings on
the unsecured debt issued by companies we rate in the 'B' category
at '2' to account for the greater risk that their recovery
prospects will be impaired by the issuance of additional secured or
pari passu debt before default."
Simulated default assumptions
-- S&P's simulated default scenario contemplates a default
occurring in 2026, which incorporates a significant reduction in
the company's property values because of prolonged economic
weakness and deteriorating cash flows in its hotel business.
-- S&P's default scenario also assumes there is negligible
residual value from the Gaylord Rockies available for the secured
and unsecured lenders after repaying the Rockies non-recourse
property-level debt.
-- S&P assumes Ryman's assets would be sold to other hotel
investors. Therefore, S&P uses a discrete asset approach to value
the company on a property by property basis. The first-lien debt is
secured by the Gaylord Opryland and Gaylord Texan subsidiary equity
pledges and the value of the remaining properties would be shared
on a pari passu basis among the secured and unsecured lenders.
-- S&P applies a 30% stress to the company's net operating income
and use a 9.9% capitalization rate to arrive at its gross discrete
asset value.
Simplified waterfall
-- Net discrete asset value (after 5% property-level sales and
marketing expenses and 5% bankruptcy administrative expenses): $3
billion
-- Total collateral value: $2.9 billion
-- Estimated secured first-lien debt: $1.1 billion
-- Value secured for first-lien claims: $1.6 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured debt: $1.6 billion
-- Value available for unsecured claims: $1.8 billion
--Recovery expectations: 70%-90% (rounded estimate: 85%)
Note: All debt amounts include six months of prepetition interest.
SAFE ELECTRIC: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
Safe Electric, LLC asks the U.S. Bankruptcy Court for the Middle
District of Florida, Orlando Division, for authority to use cash
collateral on an interim basis and provide adequate protection to
Regions Bank.
The Debtor says the bank may hold a security interest in the
Debtor's cash and cash equivalents.
The cash collateral the Debtor seeks to use is comprised of cash on
hand and funds to be received during normal operations which may be
encumbered by lien of Regions.
The Debtor requires the use of cash collateral to continue
operating its business for the next six weeks, and, depending on
the month, a greater or lesser amount will be required each
comparable period thereafter. The Debtor will use the cash
collateral to make payroll, pay suppliers and vendors, and pay
other ordinary course expenses to maintain its business, which may
be subject to the Regions' security interest.
Prior to the Petition Date, the Debtor obtained financing from
Regions, which is purportedly secured by a lien on the Debtor's
cash and cash equivalents. Regions may assert a first priority
security interest in the Debtor's cash and cash equivalents by
virtue of a UCC-1 Financing Statement filed with the State of
Florida on February 8, 2018. In addition, there may be other
parties that assert their interest on the Debtor's cash
equivalents, which interests are inferior to Regions.
As adequate protection for the use of cash collateral, the Debtor
proposes to grant Regions a replacement lien on its post-petition
cash collateral to the same extent, priority, and validity as its
pre-petition liens, to the extent its use of cash collateral
results in a decrease in value of the Regions' interest in the cash
collateral.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=IQU6kN from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$44,914 for the week of June 4, 2023;
$2,300 for the week of June 11, 2023;
$2,300 for the week of June 18, 2023;
$2,300 for the week of June 25, 2023;
$2,300 for the week of July 2, 2023; and
$57,867 for the week of July 9, 2023.
About Safe Electric, LLC
Safe Electric, LLC is an electrical contractor serving commercial
and residential clients.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02185) on June 2,
2023. In the petition signed by Jesus A. Castro, sole managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
SHEM OLAM: Seeks to Extend Plan Exclusivity to September 27
-----------------------------------------------------------
Shem Olam LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to extend their exclusive periods to file a
Chapter 11 plan of reorganization and solicit acceptances thereof
to September 27 and November 23, 2023, respectively.
Absent an extension, the Debtors' Plan filing exclusive period was
scheduled to expire March 27, 2023 and the solicitation exclusive
period expired May 23.
Although the Debtor filed a proposed plan in January 2023, prior to
the expiration of the exclusivity period, as the Debtor is not
currently proceeding with that proposed plan, in the exercise of
caution, the Debtor seeks to extend plan exclusivity to maintain
the status quo.
The Debtor explained that it should be granted an extension of the
exclusive periods so it can continue the present adversary
proceeding litigation involving the ownership of its property. The
Debtor owns the real property located at 82 Highview Road, Suffern,
New York and 105 Carlton Road, Suffern, New York. The Property is
currently improperly occupied by third parties, including Rabbi
Mayer Zaks.
Prior to the Petition Date, Rabbi Mayer Zaks, purportedly
representing Plaintiffs YCC and 82 Highview, commenced an action in
the Supreme Court of the State of New York, Rockland Country, under
Index No. 036879/2021, to (i) quiet title to the Property in favor
of 82 Highview LLC, (ii) invalidate the sale of the Property to
Shem Olam and set aside the deed from 82 Highview LLC to Shem Olam,
and (iii) preliminarily enjoin Rabbi Aryeh Zaks and Shem Olam from
taking any further action with regard to the Property. The Debtor
removed the State Court Action to the Bankruptcy Court and
Plaintiffs filed a motion for abstention, remand and to lift the
automatic stay. By order dated March 9, 2023, the Court denied the
Motion to Remand.
Plaintiffs filed two motions to dismiss the bankruptcy case, both
of which were denied.
The Debtor said it will also need time to prepare to market its
Property for sale and propose a plan upon a successful conclusion
to the same. The Debtor believes the additional time is necessary
due to the ongoing litigation between the parties, which needs to
be either settled or resolved before seeking to sell the Property
under a proposed plan.
The Debtor is represented by:
Steven B. Eichel, Esq.
LEECH TISHMAN ROBINSON BROG, PLLC
875 Third Avenue, 9th Floor
New York, NY 10022
Telephone: (212) 603-6300
About Shem Olam
Shem Olam, LLC, a company in Monsey, N.Y., sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-22493) on July 27, 2022. Shem Olam owns the real property
located at 82 Highview Road, Suffern, New York and 105 Carlton
Road, Suffern, New York. In the petition filed by its manager,
Rabbi Aryeh Zaks, the Debtor listed between $1 million and $10
million in both assets and liabilities.
Judge Sean H. Lane oversees the case.
Leech Tishman Robinson Brog, PLLC is the Debtor's legal counsel.
SOLER & SOLER: Court OKs Cash Collateral Access Thru June 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, authorized Soler & Soler Hauling, Inc. to use cash
collateral on an interim basis in accordance with the budget, with
a 10% variance, through June 30, 2023.
The Debtor requires the use of cash collateral for the continued
operation of its business in the ordinary course.
As previously reported by the Troubled Company Reporter, the
Debtor's primary assets consist of a food trailer, transportation
equipment, industrial fans, and various commercial vehicles, which
are leased. The Debtor also had three bank accounts on the Petition
Date, with a total balance of $98,736.
The Debtor is indebted to FFE Services LLC, FC Marketplace, LLC and
the U.S. Small Business Administration.
The Court ruled that each creditor with a security interest in cash
collateral will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as the prepetition lien, without the need to file or
execute any document as may otherwise be required under applicable
non bankruptcy law. In addition, the Debtor will maintain insurance
coverage for its property in accordance with the obligations under
the loan and security documents with the Secured Lenders.
A final hearing on the matter is set for June 26, 2023 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=ELtmbo
from PacerMonitor.com.
Soler & Soler Hauling, Inc.
Soler & Soler Hauling, Inc. is a family-owned cargo hauling company
that operates interstate in 48 states. Cargo hauled by the company
includes fresh produce, general freight, metal sheet, building
materials, grain feed hay, coal, meat, refrigerated food,
beverages, and paper products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11917) on March 10,
2023. In the petition signed by Edisley Soler Negrin, its
president, the Debtor disclosed $1,187,949 in assets and $5,946,472
in liabilities.
Judge Laurel M. Isicoff oversees the case.
Timothy S. Kingcade, Esq., at Kingcade, Garcia, and McMaken, P.A.,
represents the Debtor as legal counsel.
SORRENTO THERAPEUTICS: Ends LA Times Owner's Drug Claims
--------------------------------------------------------
Gina Kim of Law360 reports that a California judge said Thursday,
June 1, 2023, he'll grant Sorrento Therapeutics' request to scrap
billionaire bioscientist and businessman Dr. Patrick Soon-Shiong's
cross-claims over a $90 million transaction involving Sorrento's
cancer drug, but allowed leave to amend, noting that since "half of
this case went to arbitration," the judge didn't know if the claims
were barred by collateral estoppel.
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors
("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones oversees the cases.
The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel;
Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts
counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin
Y. Meghji, managing partner at M3, serves as the Debtors' chief
restructuring officer. Stretto Inc. is the claims, noticing and
solicitation agent.
Norton Rose Fulbright US, LLP and Milbank, LLP represent the
official committee of unsecured creditors appointed in the Debtors'
Chapter 11 cases.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders.
SOUTHERN HERITAGE: Court OKs Final Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama,
Northern Division, authorized Southern Heritage Timber Co LLC to
use cash collateral on a final basis in accordance with the
budget.
As previously reported by the Troubled Company Reporter, these
entities acquired or may have acquired security interests in, among
possibly other property, the Debtor's cash and cash equivalents:
a. Peoples Exchange UCC-1 Filed September 20, 2021
b. Century Bank UCC-1 Filed December 14, 2021
c. John Deere UCC-1 Filed May 9, 2022
d. John Deere UCC-1 Filed June 23, 2022
e. John Deere UCC-1 Filed July 25, 2022
f. S & P Financial UCC-1 Filed December 10, 2022
As adequate protection, the secured creditors are granted a
replacement lien to the extent the value of each secured creditor's
lien is decreased by the Debtor's use of the cash collateral,
pursuant to 11 U.S.C. section 361(2).
A copy of the final order is available at
https://urlcurt.com/u?l=W3iDDw from PacerMonitor.com.
About Southern Heritage Timber Co LLC
Southern Heritage Timber Co LLC operates a timber harvesting or
logging business in Monroeville, Alabama.
The Debtor sought protection from Chapter 11 of the U.S. Bankruptcy
Code (Bankr. M.D. Ala. Case No. 23-30734) on April 14, 2023. In the
petition signed by Cory Willis, its member, the Debtor disclosed up
to $1 million in assets and up to $10 million in liabilities.
Judge Bess M. Parrish Creswell oversees the case.
Anthony Bush, Esq., at The Bush Law Firm, LLC, represents the
Debtor as legal counsel.
SPINE GROUP: Court OKs Cash Collateral Access
---------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, authorized The Spine Group, PLLC to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to continue its
ongoing operations.
The Debtor has an immediate need to use the cash collateral of
Frost Bank, CRT Capital Partners 1, LTD, Frederick Duval, The LCF
Group, Inc., and Cloudfund, LLC, the Debtor's secured creditors
claiming liens on the Debtor's personal property including cash and
accounts.
As adequate protection for the diminution in value of the Secured
Creditors' interests, the Secured Creditors are granted, on an
interim basis, replacement liens and security interests, in
accordance with 11 U.S.C. sections 361, 363, 364(c)(2), 364(e), and
552, co-extensive with their pre-petition liens. The replacement
liens granted to the Secured Creditors are automatically perfected
without the need for filing of a UCC-1 financing statement with the
Secretary of State's Office or any other such act of perfection.
A final hearing on the matter is set for June 15 at 10:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=5LZpZE from PacerMonitor.com.
The Debtor projects $80,000 in income and $75,318 in expenses for
one month.
About The Spine Group, PLLC
The Spine Group, PLLC is an interventional pain management practice
located throughout Texas in Kyle, Floresville, San Antonio, La
Vernia, and Gonzales, Texas. The interventional pain management
practice specializes in treating numerous pain conditions such as
back and neck pain, sciatica, and facet arthritis.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50554) on May 2,
2023. In the petition signed by Eric Miller, M.D., president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge Craig A. Gargotta oversees the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
represents the Debtor as legal counsel.
SUNEDISON INC: Trial Begins in Litigation Over $725MM DBSI Loan
---------------------------------------------------------------
Trial began this week in the litigation stemming from a $725
million second lien loan secured in 2016 by a group of lenders to
now-bankrupt SunEdison, Inc., before the Superior Court of
California, County of San Francisco.
The Court has denied Deutsche Bank Securities, Inc.'s motion for
summary judgment in its entirety, sending its dispute against SESL
Recovery, LLC to trial, scheduled to begin on June 5, 2023.
In December 2018, SESL commenced litigation in California state
court against DBSI for fraudulent inducement, aiding and abetting
fraudulent inducement, conspiracy, and negligent misrepresentation.
SESL defeated DBSI's efforts to remove the case to federal court in
February 2020 and defeated DBSI's demurrer in July 2020.
SunEdison, Inc., once the world's largest renewable energy company,
collapsed into bankruptcy just three months after the $725 million
loan was secured. The second lien lenders and their successors then
assigned their litigation rights over to SESL.
In the fall of 2015, SunEdison engaged DBSI, its primary and
longstanding investment banker, to act as lead arranger of the loan
and market SunEdison and the second lien loan to prospective
investors. On January 11, 2016, relying on DBSI and SunEdison's
representations on SunEdison's financial performance and the value
of the collateral securing the second lien financing, a group of
lenders loaned $725 million to SunEdison pursuant to the Second
Lien Credit Agreement.
On April 21, 2016, SunEdison filed for Chapter 11 bankruptcy. The
Lenders accepted SunEdison's chapter 11 plan, which cancelled the
loan for less than the $725 million that SunEdison owed them and
preserved the Lenders' right to pursue claims against
third-parties, such as DBSI. Certain Lenders and/or their
successors formed SESL to consolidate and prosecute claims and to
recover damages for their injuries.
On May 24, 2023, the Court ruled that California law -- not New
York law, as asserted by DBSI -- applies.
Among others, DBSI asserts damages suffered by fronted Lenders and
damages that cannot be traced to a specific Lender should be
precluded. The Court said DBSI's arguments may have merit; however,
these arguments are premature at this stage of the litigation and
are more appropriate when determining damages at trial or in a
pre-trial motion. The Court declines to decide these issues at this
juncture.
SESL is represented by lawyers at Glenn Agre Bergman & Fuentes LLP,
led by the firm's managing partner Andrew Glenn. The team also
includes partners Trevor Welch, Olga Lucia Fuentes-Skinner, and
Marissa Miller.
About SunEdison, Inc.
SunEdison, Inc. is a developer and seller of photovoltaic energy
solutions, an owner and operator of clean power generation assets,
and a global leader in the development, manufacture and sale of
silicon wafers to the semiconductor industry.
On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017). Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.
The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent. The Debtors employed
PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as
their auditor and tax consultant.
Sullivan & Cromwell LLP served as counsel to TerraForm Power, Inc.,
and TerraForm Global, Inc.
The official committee of unsecured creditors tapped Weil, Gotshal
& Manges LLP as its general bankruptcy counsel and Morrison &
Foerster LLP as special counsel. Togut, Segal & Segal LLP and
Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North
America, LLC, served as the Committee's financial advisors.
Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement were Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.
Counsel to the administrative agent under the postpetition DIP
financing facility were Scott Greissman, Esq., and Elizabeth Feld,
Esq., at White & Case LLP.
Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
were Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.
Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement was Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.
The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, was represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.
Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes was White & Case LLP's Tom Lauria, Esq.
* * *
On March 28, 2017, the Debtors filed their Plan of Reorganization
and related Disclosure Statement. The Disclosure Statement was
approved on June 13, 2017. Judge Stuart Bernstein subsequently
confirmed the Debtors' Second Amended Joint Plan of Reorganization
on July 28, 2017.
SVB FINANCIAL: FDIC-R's Bid to Establish Tax Escrow Account Denied
------------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York denies the Motion to Establish Tax Escrow
Account filed by the Federal Deposit Insurance Corporation as
Receiver.
FDIC-R was asking the Court for entry of an order to establish an
escrow account to hold tax refunds and other monies payable to the
consolidated tax group. The consolidated tax group includes the
Debtor of the above-captioned case, Silicon Valley Bank, and other
affiliates. The FDIC-R contends that, pursuant to a tax sharing
agreement and by operation of the receivership, these funds
substantially or entirely belong to the FDIC-R.
The Court finds that FDIC-R's request that the Tax Refunds be
placed in an escrow account overrides the terms of the Agreement --
the same Agreement that FDIC-R relies on to assert its ownership
rights.
Although both parties spend significant time discussing ownership
and right to possession, whether the FDIC-R is the proper owner of
a portion of, or the entirety of, the Court points out that the Tax
Refund is not actually the disputed issue here -- rather, it is the
process by which the FDIC-R is to receive those funds that the
Debtor challenges.
To the extent the mail and associated checks belong to the Debtor's
estate, the Court holds that FDIC-R interfered with property of the
estate by instructing First Citizen's Bank not to forward the
Debtor's mail. The Court points out that FDIC-R cannot justify
allegedly opening mail clearly addressed to the Debtor (or
instructing First Citizens Bank to do so), and then withholding
checks that were payable to the Debtor and should have been
received by the Debtor under the Agreement. The Court, therefore
concludes that FDIC-R -- "a governmental agency violates the
automatic stay when it 'holds' or 'freezes' payments the debtor is
otherwise entitled to receive."
The Court determines that FDIC-R is entitled to file a claim
against the Debtor for any portion of the refunds it is entitled to
receive under the Agreement. But neither the Agreement nor the
Bankruptcy Code entitle the FDIC-R to withhold checks payable to
the Debtor and its subsidiaries on the theory that the monies
ultimately belong to the FDIC-R, nor do they weigh in favor of
establishing an escrow account when it is not clear yet whether the
Debtor disputes the amount owed to the FDIC-R in the first
instance. The FDIC-R and First Citizens Bank are directed to turn
over tax refunds checks made payable to SVB Financial Group.
Likewise, the Debtor is allowed to proceed with the allocation and
distribution of Tax Refunds pursuant to the process provided in the
Agreement.
A full-text copy of the Memorandum Opinion dated May 17, 2023, is
available https://tinyurl.com/yu3zzntd from Leagle.com.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy
counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co.,
LLC as investment banker; and Berkeley Research Group, LLC as
financial advisor.
SVB FINANCIAL: Gets Court Approval to Reject Executory Contracts
----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorizes SVB Financial Group to reject
executory contracts.
SVB Financial Group seeks authorization from the Court to reject
certain executory contracts and unexpired leases of nonresidential
real property. Particularly, the Debtor seeks that the Leases and
Contracts be deemed rejected as of the date the Motion was filed
(April 28, 2023) rather than the date of the hearing on the Motion
(May 17, 2023).
The Debtor has articulated a sound business justification for
rejecting the Leases and Contracts. As to the Leases, neither the
Debtor nor First Citizens Bancshares, Inc. (as successor in
interest to the relevant businesses of SVB), has any use for the
Leases and rejecting the Leases will save the Debtor millions of
dollars in rent. As to the Contracts, since no employees are
eligible for the benefits provided pursuant to the contract, it is
sound exercise of the Debtor's business judgment to reject these
contracts and save the Debtor the unnecessary expenses.
The Court defers to the Debtor's business judgment since the Debtor
has demonstrated that the rejection will be beneficial to the
Estate in reducing potential administrative costs and will not be
burdensome to the Estate since the Debtor has already surrendered
the Leases and also because the Contracts provide no benefit to the
Debtor's employees.
A full-text copy of the Memorandum Opinion dated May 17, 2023, is
available https://tinyurl.com/yj8t5u8z from Leagle.com.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy
counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co.,
LLC as investment banker; and Berkeley Research Group, LLC as
financial advisor.
T-ROLL CONSTRUCTION: Lender Seeks to Prohibit Cash Access
---------------------------------------------------------
Commercial Credit Group Inc. asks the U.S. Bankruptcy Court for the
District of Colorado to prohibit T-Roll Construction, Inc. from
using cash collateral.
CCG has been clear to the Debtor that it does not have its consent
to use any of its cash collateral and that it is concerned the
Debtor has been using cash collateral to operate its business
post-petition. CCG's concerns are supported by the Debtor's
admission at the section 341 meeting that proceeds from an account
receivable are not actually paid to the Debtor until approximately
60 days after they are generated.
When the Debtor asserted at the hearing held May 2, 2023, that it
would not need cash collateral to operate its business and instead
rely upon proceeds from post-petition accounts receivable not
subject to CCG's liens, it does not seem realistic or possible for
the Debtor operate in chapter 11 due to the 60-day lag in receiving
payment of post-petition accounts receivable. Furthermore, looking
at the Debtor's budget, the Debtor had (presumably has) significant
ongoing monthly expenses that must be paid, e.g., insurance, wages,
taxes, etc., which need to be timely paid for the continued
operation of the business. If the Debtor is not using cash
collateral to operate and pay ongoing monthly expenses, then it
would not be able to pay the expenses or continue operating.
Accordingly, CCG remains deeply concerned -- as it has routinely
expressed to the Debtor -- that the Debtor is improperly using its
cash collateral which happens to be received post-petition to
operate its business.
CCG is further concerned about the nature and extent of its cash
collateral because: (a) the Debtor entered chapter 11 with more
than $370,000 of prepetition accounts receivable, and (b) has,
purportedly, only deposited $10,300 of prepetition accounts
receivable in the US Bank account which is presumably serving as
the Cash Collateral Account. These concerns are deepened by the
fact the Debtor has not filed a single monthly operating report
since it entered chapter 11 on March 23, 2023. Thus, CCG has no way
of knowing whether the Debtor is depositing all cash collateral
into a Cash Collateral Account as ordered by Judge Elizabeth Brown.
CCG still does not consent to the Debtor's use of its cash
collateral and requests that its cash collateral be deposited into
the Cash Collateral Account and otherwise be accounted for in the
event any cash collateral has been spent. CCG further requests that
the Court order the Debtor to provide regular updates as to the
extent of its cash collateral being deposited into the Cash
Collateral Account or to file monthly operating reports which
detail the extent of the Debtor's use of cash received
post-petition.
The Debtor is indebted to CCG under:
(a) Negotiable Promissory Note and Security Agreement dated
July 26, 2021, as amended from time to time, in the face amount of
$810,450;
(b) Negotiable Promissory Note and Security Agreement dated
June 29, 2022, as amended from time to time, in the face amount of
$74,328; and
(c) Negotiable Promissory Note and Security Agreement dated
November 16, 2022, in the face amount of $649,964. As of the
Petition Date, the Obligations were in an amount not less than
$1.151 million.
To secure the Obligations, the Debtor granted CCG a security
interest in and continuing lien in the "Collateral" consisting of
substantially all of the Debtor's assets.
CCG perfected its security interest in its Collateral when it filed
its UCC-1s with the Colorado Secretary of State.
Counsel for Commercial Credit Group Inc.:
Timothy M. Swanson, Esq.
MOYE WHITE LLP
1400 16th Street, Suite 600
Denver, CO 80202
Tel: (303) 292-2900
Fax: (303) 292-4510
E-mail: Tim.swanson@moyewhite.com
A copy of the motion is available at https://urlcurt.com/u?l=ZepGAR
from PacerMonitor.com.
About T-Roll Construction, Inc.
T-Roll Construction, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-11154) on March
24, 2023. In the petition signed by Seth Cvancara, owner and chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Elizabeth E. Brown oversees the case.
Stephen Berken, Esq., at Berken Cloyes, PC, represents the Debtor
as legal counsel.
TOMMY DEWAYNE DOBSON: Eligible to Proceed Under Subchapter V
------------------------------------------------------------
Judge Rebecca B. Connelly of the U.S. Bankruptcy Court for the
Western District of Virginia, through her Memorandum Opinion
overrules the U.S. Trustee's objection for Tommy Dewayne Dobson and
Anne Christine Dobson to proceed under subchapter V.
Tommy Dewayne Dobson and Anne Christine Dobson filed a joint
voluntary petition for relief under chapter 11 of the Bankruptcy
Code. On their petition, the Debtors elected to proceed under
subchapter V. Dobson Homes, Inc. -- an affiliate of Mr. Dobson --
filed a chapter 7 petition on the day after Mr. and Mrs. Dobson
filed their petition.
The next month, John P. Fitzgerald, III, Acting U.S. Trustee for
Region Four held and concluded the meeting of creditors.
Subsequently, the U.S. Trustee filed an objection to the debtors'
subchapter V election. Specifically, the U.S. Trustee asks the
Court to "require the Debtors to affirmatively establish their
eligibility to proceed under Subchapter V."
According to Mr. and Mrs. Dobson, DHI's filing did not change their
eligibility to continue under subchapter V. But the U.S. Trustee
argues that DHI's filing changed everything. It is undisputed that
if DHI's debts are added to Mr. and Mrs. Dobson's debts, the
combined amount exceeds the statutory cap for subchapter V of
chapter 11.
The issue in this contested matter is whether Tommy Dobson
qualifies as a Debtor who may proceed under subchapter V of chapter
11 of the Bankruptcy Code. Determining the eligibility of a Debtor
to proceed under a chapter or subchapter of the Bankruptcy Code
requires interpreting and applying the provisions of the Bankruptcy
Code, or in other words, is a core bankruptcy matter over which
this Court has authority to hear and issue a final order.
In essence, the U.S. Trustee asks the Court to find that the
correct statement on the petition becomes an incorrect statement if
an objecting party can show that based on some later event, the
statement is no longer true as of a later date. Unfortunately, the
U.S. Trustee did not convince the Court of harm to creditors from
the subchapter V election in this case. The Court finds that the
Debtors have established eligibility to proceed under subchapter V
of chapter 11.
The Court determines that throughout this case, Mr. and Mrs. Dobson
have asserted that they do not have the resources to cover the cost
of a chapter 11 case unless the case is under subchapter V. Their
statement has not been challenged or disputed. Not only that, the
process to obtain confirmation of a plan and exit chapter 11 is
appreciably shorter than if the case is not under subchapter V.
More importantly, if the filing of the case under subchapter V was
in bad faith or an abuse of the provisions of the Code, such basis
is better suited for a motion to dismiss for cause under section
1112 of the Code.
The U.S. Trustee further asks the Court to consider the strategic
decision by DHI to not file a bankruptcy petition until after its
sole shareholder filed his petition as if the professional planning
is by itself an abuse or an indication of harm. The U.S. Trustee
has failed to show how professional advice and deliberate planning
of the timing of a bankruptcy petition is unlawful or abusive.
Further, as already stated, the Court concludes the debtors'
eligibility in this case is determined as of the petition date.
Thus, the Court will not count the debts of an affiliate not in a
case under title 11 at that time, even if the affiliate was
planning to file a case under title 11.
A full-text copy of the Memorandum Opinion dated May 17, 2023, is
available https://tinyurl.com/4rwmbjhh from Leagle.com.
Tommy Dewayne Dobson and Anne Christine Dobson filed voluntary
Chapter 11 petition (Bankr. W.D. Va. Case No. 23-60148) on February
7, 2023.
US TELEPACIFIC: S&P Lowers ICR to 'SD'; Cuts Debt Rating to 'D'
---------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on U.S.-based
competitive telecommunications and cloud provider U.S. TelePacific
Holdings Corp. (d/b/a TPx Communications) to 'SD' (selective
default) from 'CCC-'. S&P also lowered its issue-level rating on
the company's senior secured debt to 'D' from 'CCC-'.
S&P will reassess the ratings on the new debt as soon as
practicable.
S&P lowered the ratings on TPx following completion of the
company's debt restructuring. S&P views the transaction as
distressed and tantamount to a default because:
-- S&P believes there was a high likelihood of a conventional
default without the transaction, given the likelihood that TPx
would breach its maximum leverage covenant over the next couple of
quarters, rising leverage due to lower earnings, and ongoing free
operating cash flow deficits;
-- The term loan was trading at a distressed 25-30 cents on the
dollar;
-- The company had less than adequate liquidity; and
-- Secured creditors receive less than originally promised, only
40 cents on the dollar from Siris Capital as part of the
transaction. The remaining amount will be up-tiered, and the debt
purchased by Siris will become a second-lien facility due in
November 2026 with payment-in-kind interest of SOFR plus 600 basis
points.
S&P said, "We plan to reevaluate the issuer credit rating soon
based on our conventional assessment of default risk. Our review
will focus on the long-term viability of TPx's capital structure
and liquidity position pro forma for the equity infusion and reset
covenants as it continues to transition its business. In addition
to buying back 50% of the prior holdings, as part of this
transaction Siris Capital provides $65 million of additional
second-lien debt. We expect it will continue contributing equity to
support TPx's minimum liquidity covenant."
VERITY HEALTH: Blue Cross Must Face Antitrust Claims
----------------------------------------------------
In a June 5, 2023 Order, only made available on the public docket
late June 6, 2023, the Honorable Evelio Grillo of the Alameda
Superior Court, in VHS Liquidating Trust, et al. v. Blue Cross Blue
Shield Association, et al., Case Number RG21106600, issued a
comprehensive Order resoundingly rejecting the Defendant Blues'
second attempt to dismiss the Plaintiffs' claims.
Plaintiffs' central allegations are that the Blues violated the
antitrust laws of California and other states by entering into
unlawful agreements to divide territories. While purporting to be
separate entities in competition with one another, the Blues agreed
with each other to allocate the United States into separate
geographic service areas in which only one Blue, or an agreed and
limited number of Blues, could sell health insurance, administer
employee benefit plans, or contract with healthcare providers.
These unlawful agreements both reduced the reimbursements they paid
to healthcare providers, including Plaintiffs, and simultaneously
forced Plaintiffs and other subscribers to pay them more to provide
health insurance to their employees. Bartko is already
investigating bringing similar claims on behalf of other providers
similarly injured by the misconduct of the Blues in California and
in other states.
The Blues lost an earlier demurrer in June of last year as to all
but one of Plaintiffs' claims (which the Court granted leave to
amend) (read the 2022 WL 2073533 Order here), and a motion to
strike where Defendants failed to limit the scope of damages (read
the 2022 WL 2073534 Order here). Nonetheless, the Blues took
another shot to try and knockout Plaintiffs' per se and rule of
reason claims alleging an illegal boycott and a per se price-fixing
claim under California's Cartwright Act. The Blues also targeted
Plaintiffs' claims for the unlawful exchange of information, claims
under California's Unfair Competition Law, and claims under the
antitrust laws of nine other states. In addition, the Blues moved
to strike Plaintiffs' allegations as to the claims subject to their
demurrer.
The Court wholly rejected the Blues' second demurrer and motion to
strike, upholding all of Plaintiffs' claims, and leaving the case
entirely intact. This is yet the latest in a series of decisive
victories for Plaintiffs in their action against the Blues.
"We believe that hospitals across the country have been harmed by
the Blues anticompetitive conduct in the billions of dollars," said
Patrick M. Ryan, lead trial counsel for the Plaintiffs. "The order
we just obtained represents a massive victory for hospital
Plaintiffs, who were robbed of precious resources, while the Blues
reaped massive profits on the backs of providers. This victory is a
clarion call for all hospitals across the country considering
seeking relief against the Blues for their anticompetitive
conduct," he said. "This powerful order, combined with the Court's
prior orders, paves the way for our hospital clients, and others,
to vindicate all of their rights and seek the maximum possible
damages for illegal conduct, in light of the Court's prior tolling
ruling, dating back all the way to 2008."
Previously, Defendant Blue Cross Blue Shield Association ("BCBSA")
also sought to remove this litigation to federal bankruptcy court,
and to transfer it to a proceeding involving similar claims pending
in a federal court in Alabama. The Bankruptcy Court rebuked BCBSA,
holding: "Absent some cogent analysis regarding how these other
asset categories create a bona fide dispute that requires this
court to 'interpret' the Plan, Blue Shield/Blue Cross's argument
leaves this court wanting. The court should not find 'related-to
jurisdiction' on a speculative assessment regarding how state law
litigation may unwind. Accordingly, Plaintiffs' motion to remand is
granted." VHS Liquidating Trust v. Blue Cross of California, et al.
2021 WL 11134503 (N.D. Cal. Bank. Nov. 22, 2021) (emphasis added).
A pdf copy of this Order can be read here.
Plaintiffs are represented by Bartko Zankel Bunzel & Miller, and
the team -- led by Patrick M. Ryan -- includes Chad E. DeVeaux,
Marisa C. Livesay, Brittany N. DeJong, John "Jack" McLean, Sean R.
McTigue, and Steve Vieux. Howard Grobstein, of Grobstein Teeple
LLP, is serving as the liquidating trustee for VHS, the second
largest healthcare bankruptcy in recent memory.
The Blue Cross Blue Shield Association and additional Defendants
are represented by Cravath, Swaine & Moore LLP, including Evan R.
Chesler, Karin A. Demasi, Helam Gebremariam, David K. Korn, Lauren
R. Kennedy, Katherine A. Dubois, Silvie Saltzman, and Christopher
J. Kelly of Mayer Brown LLP, which filed both of the failed
demurrers and motions to strike. Defendant Anthem, Inc. and a
number of additional Blues were represented by E. Desmond Hogan of
Hogan Lovells US LLP. Defendants Health Care Service Corporation,
Highmark Inc., and a number of additional Blues were represented by
Jennifer B. Fisher of Goodwin Procter, LLP and Jeffrey J. Zeiger,
P.C. of Kirkland & Ellis LLP.
About Verity Health System
Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care. Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles. In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health. Verity Health also includes Verity Medical
Foundation.
With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.
Verity Health System of California, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition
signed by CEO Richard Adcock, Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.
Judge Ernest M. Robles oversees the cases.
The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC, as financial advisor; Cain Brothers
as investment banker; and Kurtzman Carson Consultants as claims
agent.
The official committee of unsecured creditors formed in the case
retained Milbank, Tweed, Hadley & McCloy LLP as counsel.
The Debtors, the Official Committee of Unsecured Creditors, and the
Debtors' Prepetition Secured Creditors proposed a Modified Second
Amended Joint Chapter 11 Plan (Dated July 2, 2020). On August 14,
2020, the Court entered an order confirming the Plan.
VG LIQUIDATION: $1.24-Mil Refund is Appropriate, Court Says
-----------------------------------------------------------
Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware denies the motion to dismiss filed by the U.S. Trustee
for Region 3, the Acting Director of the U.S. Trustee Program, and
the U.S. Trustee Program in the adversary proceeding captioned as
In re VG Liquidation, Inc., et al., Chapter 11, Debtors. THOMAS A.
PITTA, Liquidating Trustee of the VG Liquidating Trust, Plaintiff,
v. ANDREW R. VARA, in his official capacity as the United States
Trustee for Region 3; RAMONA D. ELLIOT, in her official capacity as
Acting Director of The United States Trustee Program; and THE
UNITED STATES TRUSTEE PROGRAM, Defendants, Case No. 18-11120 (JTD)
Jointly Administered, Adv. Pro. No. 22-50416 (JTD), (Bankr. D.
Del.).
The Plaintiff, Thomas A. Pitta, the Liquidating Trustee of the VG
Liquidating Trust commenced this adversary proceeding seeking a
refund of at least $1.24 million in excess statutory fees paid to
the Office of the U.S. Trustee pursuant to a 2017 amendment to 28
U.S.C. section 1930(a).
The Defendants -- U.S. Trustee for Region 3, the Acting Director of
the U.S. Trustee Program, and the U.S. Trustee Program -- seek to
have this case dismissed on the grounds that the remedy that the
Plaintiff seeks (a refund of the Excess Fees) is not available as a
matter of law. Specifically, the Defendants argue that a
retrospective decrease in fees is not the appropriate remedy for
the lack of uniformity created by the 2017 Amendment.
In 2020, Congress amended Section 1930 to replace the word "may"
with the word "shall." With that revision, the statute now provides
that "the Judicial Conference of the United States shall require
the debtor in a case under chapter 11 of title 11 to pay fees equal
to those imposed by paragraph (6) of this subsection."
Subsequently, the Supreme Court held in the case of Siegel v.
Fitzgerald, 142 S.Ct. 1770 (2022), that the 2017 Amendment was
unconstitutional because it violated the uniformity requirement of
the Bankruptcy Clause of the Constitution.
The Court explains that the crux of the issue is what Congress did:
"Congress passed a statute that allowed for non-uniform fees. That
unconstitutional statute -- not the actions of the Judicial
Conference -- is what the Supreme Court identified as the source of
the constitutional injury." In Siegel, the Su[reme Court rejected
the argument that any uniformity violation should be attributed to
the Judicial Conference and not to Congress because the fee statute
did not require the Judicial Conference to impose an equivalent
increase and it is that congressional decision that led to the
disparities at issue here. Any non-uniform fees paid as a result of
that statute are a constitutional injury suffered by the Trustee.
This is just as true for the overpayments in the first three
quarters of 2018 as it is for the remainder of the overpayments.
The Court, therefore, denies the Defendants' Motion to Dismiss
consistent with the rulings of the courts that have considered the
issue thus far. The Court further holds that a refund is the
appropriate relief in the case at bar.
A full-text copy of the Memorandum Opinion and Order dated May 18,
2023, is available https://tinyurl.com/msmvapwc from Leagle.com.
About VG Liquidation
VG Liquidation, formerly known as Videology, Inc., is a
privately-held, venture-backed company specializing in television
and video advertising. It was founded in 2007 by Scott Ferber and
is headquartered in Baltimore.
VG Liquidation and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120)
on May 10, 2018. In the petitions signed by CEO Scott A. Ferber,
the Debtors estimated assets of $10 million to $50 million and
liabilities of $100 million to $500 million.
Judge Brendan Linehan Shannon presides over the cases.
The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan
Lovells US LLP and Hogan Lovells International LLP as special
corporate counsel; and Berkeley Research Group as financial
advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on May 17, 2018. The Committee tapped Cooley
LLP as its lead counsel; Whiteford, Taylor & Preston LLC as its
Delaware counsel; and Gavin/Solmonese LLC as its financial
advisor.
VICE GROUP: Fortress Group-Led Sale Process Approved
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the bidding procedures for the sale of substantially all
assets of Vice Group Holding Inc. and its debtor-affiliates.
The Debtors said that they have entered into an assets and equity
purchase agreement dated May 19, 2023, with Vice Acquisition HoldCo
LLC ("stalking horse bidder") for the sale of all of their assets
free and clear of any and all liens, encumbrances claims, and other
interests.
The stalking horse bidder has committed to provide aggregate
consideration consisting of:
i) a credit bid of $225 million pursuant to Section 363(k) of
the title 11 of
the United States Code against certain obligations owed by
the Debtor under
the pre-petition senior secured credit agreement and the DIP
credit agreement
as of the closing, with the credit bid allocated first, to
payment of any
such obligations under the DIP credit agreement until paid in
full, and
second, to payment of any such obligations under the
pre-petition senior
secured credit agreement as of the closing of the sale
process;
ii) the assumption of the assumed liabilities; and
iii) the payment of the cure costs.
The Debtors will consider bids that are made for either:
a) VICE Media Group - a diversified content powerhouse comprised
of all of the VICE business segments and all VICE assets;
b) on or more of these business segments:
i) VICE Publishing - an award-winning global digital
content business, which publishes content through
its portfolio of brands;
ii) Refinery29 Inc. - a digital media and entertainment
company focused on a female audience; or
iii) Any combination of assets or business segments that
comprise VICE Media Group.
On May 15, 2023, VICE Media Group agreed to an asset purchase
agreement ("APA") with a consortium led by Fortress Investment
Group ("Fortress") and including collectively with Soros Fund
Management and Monroe Capital, ("Fortress Consortium"). Pursuant
to which the Fortress Consortium will serve as the "stalking horse
bidder" in a court-supervised sales process intended to maximize
value for the Company and its stakeholders.
VICE has obtained commitments for debtor-in-possession ("DIP")
financing from the Lender Consortium, as well as consent to use
more than $20 million of cash that constitutes the cash collateral
of the Lender Consortium. VICE anticipates that this financing, as
well as the cash generated from ongoing operations, will be more
than sufficient to fund its business throughout the sale process.
To facilitate the sale process, VICE has filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code in
the U.S. Bankruptcy Court for the Southern District of New York.
This action is expected to provide for an orderly sale of VICE
under Section 363 of the Bankruptcy Code. It is anticipated that
VICE will emerge from the Chapter 11 process within two to three
months.
Throughout the sale process, all of VMG's media brands, including
VICE Studios, VICE TV, Virtue, VICE.com, Refinery29 and i-D, will
continue to produce and deliver award-winning content across
platforms.
The Company will pay vendors and suppliers in full under normal
terms for goods and services provided on or after the date of the
bankruptcy filing.
The proposed transaction with the Fortress Consortium is being
completed pursuant to Section 363 of the U.S. Bankruptcy Code and
is subject to, among other things, higher and otherwise better
offers to purchase any or substantially all of VICE's assets, Court
approval, antitrust approval, any other such approvals as may be
required by law, and other customary conditions. Given these
conditions, there can be no assurance that the proposed transaction
will be consummated.
Copies of the motion, the bidding procedures order, bidding
procedures, and the sale notice may be obtained free of charge at
Case Website, located at https://cases.stretto.com/vice/.
About Vice Group Holding
Vice is a global, multi-platform media company with a collection of
powerful brands, producing premium award-winning content for a
highly engaged global youth audience. It creates thousands of
pieces of content each week globally, including editorial, digital
and social video, experiential events, commercials, music videos,
scripted and unscripted television, feature documentaries, and
movies.
Vice Group Holding, Inc. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
23-10738) on May 15, 2023. At the time of the filing, the Debtors
reported $500 million to $1 billion in both assets and liabilities.
Judge John P. Mastando III oversees the cases.
The Debtors tapped Togut, Segal & Segal, LLP as bankruptcy counsel;
Shearman & Sterling, LLP as special counsel; PJT Partners, Inc. and
Liontree Advisors, LLC as financial advisors; and AP Services, LLC
as restructuring advisor. Stretto, Inc. is the claims and noticing
agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Vice Group
Holding, Inc. and its affiliates.
WEINBERG HOLDINGS: Seeks to Extend Plan Exclusivity to August 28
----------------------------------------------------------------
Weinberg Holdings, LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to extend its exclusivity periods to
file a Chapter 11 plan and solicit acceptances thereof to August
28, 2023.
Absent an extension, the deadline set by the Court for the Debtor
to file a Chapter 11 plan and solicit acceptances was May 29,
2023.
The Debtor explained that its Chapter 11 case is sufficiently large
and complex to warrant an extension of the exclusivity periods.
Indeed, the claim of Ruru & Associates, LLC, the Debtor's landlord,
alone alleges payment of over $700,000. This case is further
complicated by the fact the Debtor now anticipates appealing the
Appellate Term's May 1, 2023 ruling in favor of Ruru and against
the Debtor. As such, the outcome of any further appeal (if leave is
granted) will determine whether the Debtor has a lease to
assume/assume and assign, or not.
Further, the Debtor's request for an extension of the exclusivity
periods is not a negotiating tactic but instead a reflection of the
fact that this case is not ripe for the formulation and
confirmation of a viable plan of reorganization. The Debtor is also
making its post-petition rent payments to Ruru as they become due
and owing.
The Debtor is represented by:
Avrum J. Rosen, Esq.
Alex E. Tsionis, Esq.
LAW OFFICES OF AVRUM J. ROSEN, PLLC
38 New Street
Huntington, NY 11743
Telephone: (631) 423-8527
E-mail: arosen@ajrlawny.com
atsionis@ajrlawny.com
About Weinberg Holdings
Weinberg Holdings, LLC is a New York-based company, which conducts
business under the names The Boiler Room Bar and The Watering
Hole.
Weinberg Holdings sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 22-11444) on Oct. 31, 2022, listing under $1
million in both assets and liabilities. Neil Weinberg, managing
member, signed the petition.
Judge Philip Bentley oversees the case.
The Law Offices of Avrum J. Rosen, PLLC serves as the Debtor's
counsel.
WESCO AIRCRAFT: Incora Gets Court Approval to Tap $110M Financing
-----------------------------------------------------------------
Jeremy Hill of Bloomberg News reports that Platinum Equity's Wesco
Aircraft Holdings Inc., which does business as Incora, won access
to $110 million of fresh cash to help fund its bankruptcy over the
objections of some creditors.
US Bankruptcy Judge David R. Jones in a Thursday, June 1, 2023,
hearing said he would allow the aerospace supply company to borrow
$110 million from Pacific Investment Management Co. and Silver
Point Capital on an interim basis. Jones overruled some Incora
noteholders who said the new debt's terms are unfair to them.
The objections primarily came from creditors holding notes due 2024
and 2026 who are suing Incora owner Platinum Equity.
About Incora
Incora -- http://www.incora.com/-- is the trade name for the
group
of companies formed by Wesco Aircraft and Pattonair, a leading
provider of comprehensive supply chain management services to the
global aerospace and other industries. Beginning with a strong
foundation in aerospace and defense, Incora also utilizes its
supply chain expertise to serve industrial manufacturing, marine,
pharmaceutical and beyond. Incora incorporates itself into
customers' businesses, managing all aspects of supply chain from
procurement and inventory management to logistics and on-site
customer services. The company is headquartered in Fort Worth,
Texas, with a global footprint that includes 68 locations in 17
countries and more than 3,800 employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead
Case
No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped MILBANK LLP as general bankruptcy counsel;
HAYNES AND BOONE, LLP, as local bankruptcy counsel; PJT PARTNERS,
INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA,
LLC, as financial advisor. QUINN EMANUEL URQUHART & SULLIVAN,
LLP,
is the special litigation counsel. KURTZMAN CARSON CONSULTANTS
LLC
is the claims agent.
WILDCAT MET: Mediation in Coal Lease Dispute on July 3
------------------------------------------------------
Judge B. McKay Mignault of the U.S. Bankruptcy Court for the
Southern District of West Virginia entered an Order granting a
motion for mediation in the Chapter 11 bankruptcy case of Wildcat
Met Mining, Inc.
At the June 5 hearing on the matter, Wildcat Met Mining was
represented by counsel, Joseph W. Caldwell, Esq.; Creditors TCH
Construction, LLC and Met Coal Mining, Inc., by counsel, Howard
Sammons, Esq.; and Creditor J.N. Investments 56, LLC by counsel,
Steven Thomas of Kay, Casto & Chaney, Esq.
The parties agreed on Robert W. Trumble, Magistrate, United States
District Court for the Northern District of West Virginia, as
mediator. The previously selected mediator, Stephen Thompson Esq.,
disclosed a conflict of interest. The Honorable Robert Trumble has
agreed to come to Charleston, West Virginia, to conduct the
mediation on July 3.
As reported by the Troubled Company Reporter on April 3, 2023,
Wildcat Met Mining sought the court's approval to extend the
120-day exclusivity period to 180 days until such time as mediation
has occurred.
The Debtor explained, "The bankruptcy estate is involved in a
dispute regarding the validity of a Coal Lease and the Court
previously scheduled an evidentiary hearing on that dispute. The
parties have now jointly agreed to proceed to mediation and until
such time as mediation has occurred, the filing of a Disclosure
Statement and Plan would be speculative."
On April 10, the Court ruled that the time in which the Debtor may
file a Plan may be extended to 180 days after the date of the Order
for relief.
On May 22, 2023, the parties jointly represented to the Court that
referring the matters in dispute to mediation would be in the best
interest of the bankruptcy estate. At issue in this case is the
validity of a Coal Lease covering minerals in McDowell County.
Pre-petition the Lessor purported to terminate the Lease. After the
filing of the bankruptcy case, the Debtor asserted that the
termination was improper and the Debtor disputes that good cause
existed to terminate the Lease. After review of the representation
of counsel, and taking into consideration the interrelationship
between legal issues and the factual analysis of the feasibility of
coal production, the Court agreed to send the matter to mediation.
About Wildcat Met Mining
Wildcat Met Mining, Inc., a company in Princeton, W.Va., filed its
voluntary petition for Chapter 11 protection (Bankr. S.D. W.Va.
Case No. 22-10080) on Dec. 3, 2022, with $4 million in total assets
and $415,000 in total liabilities. James Trent, president of
Wildcat Met Mining, signed the petition.
Judge B. Mckay Mignault oversees the case.
Joseph W. Caldwell, Esq., at Caldwell & Riffee, PLLC and Lorie
Smith Meadows, PLLC serve as the Debtor's legal counsel and
accountant, respectively.
WINDSOR HOLDINGS: S&P Assigns 'B+' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Windsor Holdings III LLC and its 'B+' issue-level rating on the
secured debt. All ratings are based on proposed terms and
conditions.
S&P said, "The stable outlook reflects our view that Univar's good
operational execution, synergy realization, and appropriate
financial policies will allow it to maintain appropriate credit
measures for the ratings despite potentially tepid global
macroeconomic conditions in the next year. Specifically, we expect
them to sustain S&P Global Ratings-adjusted debt to EBITDA no
greater than 6.5x on a run-rate basis."
Windsor Holdings III LLC, the parent of global chemicals and
ingredients distributor Univar Solutions Inc. (BB+/WatchNeg/--), is
issuing secured debt as part of the company's leveraged buyout
(LBO) by affiliates of financial-sponsor Apollo Global Management
Inc.
The transaction involves a heavy debt burden and weakens Univar's
credit quality.
At roughly $8.4 billion (including the equity purchase price,
refinancing of existing debt, fees, and $100 million of cash to the
balance sheet) this is one of the largest transactions in the U.S.
chemicals space in recent years. The new owners are contributing
roughly $3.8 billion in equity, which is considerable. S&P said,
"However, the debt portion of the financing package will likely be
more substantial, with $500 million of drawn borrowings under the
unrated $1.4 billion asset-based lending (ABL) facility due 2028;
$1.75 billion U.S. dollar-denominated senior secured term loan B
and $550 million equivalent in Euro-denominated senior secured term
loan B tranches both due 2030; and our estimate of $1.8 billion of
incremental secured debt to be issued later. We project that the
additional debt incurred from the transaction will double Univar's
S&P Global Ratings-adjusted debt to over $5 billion as of March 31,
2023, compared with less than $2.5 billion at Dec. 31, 2022. Our
adjusted debt figure includes over $500 million of debt-like
obligations pertaining to operating and financial leases,
postretirement obligations, and environmental liabilities."
The negative effect of the additional debt is exacerbated by the
recent hikes in interest rates and anticipated pricing on the new
instruments, which hurts credit measures and raises credit risk.
S&P now sees Univar's adjusted EBITDA to interest coverage dipping
to 3.1x in 2023 and 2.6x in 2024 compared with the robust 9.5x it
achieved in 2022. Other credit measures will also suffer, with the
funds from operations (FFO) to debt dropping to the 9%-10% and
adjusted debt to EBITDA hovering in the 5.2x area during the next
two years; this is much weaker than the respective 33% and 2.2x
from 2022.
Financial policies remain a key risk factor.
Univar will be acquired with funds managed by affiliates of Apollo
Global Management, a financial sponsor. There will also be a
minority equity investment from a wholly owned subsidiary of the
Abu Dhabi Investment Authority.
S&P said, "We view Apollo's financial policies as aggressive for
most of its portfolio companies that we rate. Higher interest costs
may be prompting private-equity firms to employ less debt leverage
and to refrain from taking dividends in the near-term, but this
behavior could be temporary. We are unsure if Apollo will stay with
less-aggressive policies over the intermediate term to lower
Univar's leverage if monetary policy conditions and market demand
become less restrictive. We note that the company has operated
under financial-sponsor ownership before, as it had been a
portfolio company of CVC Capital Partners from 2007 until its 2015
initial public offering (IPO).
"We expect tuck-in acquisitions in adjacent geographies or product
lines to continue to contribute to Univar's growth, and our
forecast incorporates some outlays for those." A recent example is
its recent EUR125 million purchase of Kale Kimya, an Istanbul-based
specialty chemicals distributor serving the beauty, personal care,
and industrial cleaning segments.
Cost control will be important to Univar's operating performance.
Univar has made good progress in boosting its operating margins in
recent periods. Adjusted EBITDA margin reached 9.6% in 2022 from
8.0% the prior year, contributing to record free cash flow
generation. However, S&P sees some retrenchment in 2023 because
weaker demand hurt first-half results. The company may also give
back some of the price gains that it enjoyed last year. To that
extent, the company has targeted $40 million of cost savings to be
realized this year and has identified $75 million of incremental
cost savings above the $40 million target. Much of the savings will
come from streamlining administrative costs, optimizing the
logistics and procurement areas with continued new supplier
authorizations, and enhancing sales productivity. Costs to achieve
synergies will be roughly $50 million and the effort will take
12-18 months to fully realize.
Univar's business strengths will allow it to weather weak demand
trends in the near term for chemicals and ingredients.
The company benefits from a variety of operational strengths. These
include its good operational scale with the leading market position
in chemicals distribution in the U.S. and the second leading
position in Europe (Brenntag SE); long-standing solid customer
relationships with low concentration risk; a comprehensive product
portfolio; capital investments in digital tools to enhance
customers' search and self-serve capabilities; security of supply;
and technical services. These strengths help the company gain
market share and allow it to continue to capitalize on the secular
trend of manufacturers outsourcing their chemical supply needs to
distributors instead of purchasing direct from producers. S&P sees
Univar as less likely to undergo deep capitulations on pricing
relative to smaller competitors, though it does not see it as
totally immune to downward trends.
S&P said, "The stable outlook reflects our expectation that despite
the additional fixed-charge burden and greater debt leverage
resulting from the LBO, Univar's credit measures and liquidity will
remain appropriate for the current rating, including
weighted-average FFO to debt of 7%-12%. We expect the company's
revenues to contract 5% in 2023 due to the onset of a mild global
recession hurting volumes while the company gives back some of its
previous price gains. However, we see the company bouncing back
with 5%-6% growth in 2024. Global GDP and industrial production, as
well as continued gradual outsourcing to chemical distributors,
will continue to support order volumes. Some of the already
realized and identified cost savings opportunities (administrative,
logistics, procurement) will help buoy earnings and cash flow. S&P
Global Ratings-adjusted EBITDA margins may average 8.5%-9% over the
next two years. Our base case assumes the company will generate
over $450 million of adjusted free operating cash flow (FOCF) in
2023, then dip to just over $300 million in 2024 as the interest
burden rises. We expect the company will use free cash flow for
debt reduction and bolt-on acquisitions."
S&P could consider lowering the rating within the next 12 months
if:
-- The anticipated recession is deeper and longer than S&P
currently expects. If this occurs, its adjusted EBITDA margins
could decline more than 250 basis points (bps), deteriorating its
weighted-average FFO to debt to a mid-single-digit percent for a
sustained period; or
-- Unexpected cash outlays or more-aggressive financial policies
significantly reduce the company's liquidity or strain its
financial profile.
S&P believes raising the ratings during the next year is unlikely,
given its view of economic conditions along with its uncertainty as
to whether financial-sponsor Apollo will be willing to abide by
more conservative financial policies. S&P could consider raising
the rating within the next 12 months if:
-- Univar continues increasing its EBITDA and FOCF generation
further than S&P's base-case expectation, likely by growing volume
and expanding its margin amid the backdrop of chemicals buyers
outsourcing to distributors; and
-- The company's financial policies strengthen enough to support
weighted-average FFO to debt of 12%-20%, even after factoring in
growth initiatives and shareholder rewards.
ESG credit indicators: E-2, S-2, G-3
S&P said, "ESG credit factors have no material influence on our
rating analysis on Univar. As a distributor, Univar is not
materially involved in producing chemicals. Therefore, it is less
exposed to the type of environmental risks facing chemical
producers that operate large, complex chemical reactors. However,
we view financial sponsor-owned companies with aggressive or highly
leveraged financial risk profiles as demonstrating corporate
decision-making that prioritizes the interests of the controlling
owners, typically with finite holding periods and a focus on
maximizing shareholder returns."
ZHALILOV INC: Matthew Brash Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 11 appointed Matthew Brash of Newpoint
Advisors Corporation as Subchapter V trustee for Zhalilov Inc.
Mr. Brash will be paid an hourly fee of $395 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Brash declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Matthew Brash
Newpoint Advisors Corporation
655 Deerfield Road, Suite 100-311
Deerfield, IL 60015
Tel: (847) 404-7845
Email: mbrash@newpointadvisors.us
About Zhalilov Inc.
Zhalilov, Inc. is a Chicago-based company, which conducts business
under the name Zipper Freight.
Zhalilov filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06799) on May 23,
2023, with $397,114 in assets and $1,285,103 in liabilities. Erlan
Zhalilov, president, signed the petition.
Judge Deborah L. Thorne oversees the case.
Joel A. Schechter, Esq., at the Law Offices of Joel A. Schechter is
the Debtor's bankruptcy counsel.
[*] Chambers USA 2023 Recognizes Dorsey Lawyers, Practices
----------------------------------------------------------
International law firm Dorsey & Whitney LLP on June 1 disclosed
that 32 of its practices and 79 of its lawyers across nine of its
U.S. offices were ranked by Chambers and Partners in its annual
survey, Chambers USA: America's Leading Lawyers for Business 2023.
In addition to the practices ranked at the state level, the Firm's
Cannabis Law, Corporate/M&A, ERISA Litigation, International Trade:
Export Controls & Economics Sanctions, Mining & Metals, and Native
American Law practices were ranked on the national level.
The following Dorsey lawyers were ranked individually by Chambers
in its latest guide:
National
Kimberley Anderson – Mining & Metals
Christopher Doerksen – Mining & Metals
Skip Durocher – Native American Law
Andrew Holly – ERISA Litigation
Justin Huff – International Trade: CFIUS Experts
Stephen Lucke – ERISA Litigation
Wells Parker – Mining & Metals
Sativa Rasmussen – Cannabis Law: Western United States
Richard Silberberg – International Arbitration: Arbitrators
Mary Streitz – Native American Law
Lawrence Ward – International Trade: CFIUS Experts
Anchorage
Michael Mills – Corporate/M&A; Bankruptcy/Restructuring
Boise
Richard Hall – Natural Resources & Environment
Nick Taylor – Corporate/Commercial
Denver
Charlene Krogh – Intellectual Property
Lee Osman – Intellectual Property
Greg Tamkin – Intellectual Property
Des Moines
William Miller – Litigation: General Commercial
Kirk Schuler – Litigation: General Commercial
Minneapolis
Rebecca Bernhard – Immigration
Theresa Bevilacqua – Litigation: General Commercial
Michelle Grant – Litigation: General Commercial
Mark Hamel – Real Estate
Cam Hoang – Capital Markets: Debt & Equity
Kathryn Johnson – Construction
Jocelyn Knoll – Construction
James Langdon – Litigation: General Commercial
Jay Lindgren – Real Estate: Zoning/Land Use
Michael Lindsay – Antitrust
Edward Magarian – Litigation: White-Collar Crime & Government
Investigation
John Marsalek – Corporate/M&A
John Marti – Litigation: White-Collar Crime & Government
Investigation
David Meyer – Real Estate
Ryan Mick – Labor & Employment
Marcus Mollison – Real Estate
Robert Olson – Real Estate
F. Matthew Ralph – Antitrust
Melissa Raphan – Labor & Employment
Robert Rosenbaum – Corporate/M&A
Eric Ruzicka – Construction
Jaime Stilson – Antitrust
Alyson Van Dyk – Real Estate
Jonathan Van Horn – Corporate/M&A
Steve Wells – Litigation: General Commercial
RJ Zayed – Litigation: White-Collar Crime & Government
Investigation
Missoula
Steve Bell – Litigation: General Commercial
Courtney Ellis – Corporate/M&A
Erin McCrady – Corporate/M&A
Dan Semmens – Corporate/M&A
New York
Bruce Ewing – Intellectual Property: Trademark, Copyright & Trade
Secrets
Nicholas Pappas – Labor & Employment
Salt Lake City
Aaron Barker – Intellectual Property
Alan Bell – Corporate/M&A
Bryon Benevento – Litigation: General Commercial
Matthew Bethards – Intellectual Property
Mark Burghardt – Natural Resources & Environment
Matthew Durham – Labor & Employment
Brett Foster – Intellectual Property
L. Grant Foster – Intellectual Property
Richard Hall – Natural Resources & Environment
Megan Houdeshel – Natural Resources & Environment
Catherine Parrish Lake – Intellectual Property
Benjamin Machlis – Natural Resources & Environment
Milo Steven Marsden – Litigation: General Commercial
Chris Martinez – Litigation: General Commercial
David Marx – Corporate/M&A
Mark Miller – Intellectual Property
Wells Parker – Natural Resources & Environment
Bryan Pratt – Intellectual Property
Marcus Simon – Intellectual Property
Layne Smith – Corporate/M&A
Nolan Taylor – Corporate/M&A
Seattle
Christopher Barry – Corporate/M&A
Michael Droke – Labor & Employment
Kimton Eng – Intellectual Property
Kendall Fisher – Tax
Aaron Goldstein – Labor & Employment
Mike Grace – Construction
John Hollinrake – Tax
Shawn Larsen-Bright – Litigation: General Commercial
Paul Meiklejohn – Intellectual Property
The following Dorsey practices were ranked by Chambers in its
latest guide:
Nationwide
Cannabis Law
Corporate/M&A: Highly Regarded
ERISA Litigation
International Trade: Export Controls & Economic Sanctions: Highly
Regarded
Mining & Metals
Native American Law
Anchorage
Corporate/M&A
Denver
Intellectual Property
Des Moines
Litigation: General Commercial
Minneapolis
Antitrust
Capital Markets: Debt & Equity
Construction
Corporate/M&A
Immigration
Intellectual Property
Labor & Employment
Litigation: General Commercial
Litigation: White-Collar Crime & Government Investigations
Real Estate
Missoula
Corporate/M&A
Litigation: General Commercial
Natural Resources & Environment
New York
Corporate/M&A: Highly Regarded
Intellectual Property: Trademark, Copyright & Trade Secrets
Salt Lake City
Corporate/M&A
Intellectual Property
Litigation: General Commercial
Natural Resources & Environment
Seattle
Construction
Corporate/M&A
Intellectual Property
Tax
Chambers surveys and interviews clients and lawyers across the
United States to determine which firms and attorneys are considered
leaders in their field. Rankings assess key qualities in the legal
field, including technical legal ability, professional conduct,
client service, commercial astuteness, diligence, and commitment.
In February 2023, Dorsey announced that Chambers Global 2023 ranked
Dorsey attorneys including Christopher Doerksen (Energy: Mining &
Metals (Transactional) in USA), Wells Parker (Energy: Mining &
Metals (Transactional) in USA), Christopher Barry (Canada:
Corporate/M&A – Expertise Based Abroad; USA; USA: Corporate/M&A,
Foreign Expert, Canada), Catherine Pan-Giordano (USA:
Corporate/M&A, Foreign Expert, China), Richard Silberberg
(International Arbitration: Arbitrators), and Justin Huff
(International Trade: CFIUS Experts).
About Dorsey & Whitney LLP
Clients have relied on Dorsey as a valued business partner since
1912. With locations across the United States and in Canada,
Europe, and the Asia-Pacific region, Dorsey provides
results-oriented, grounded counsel for its clients' legal and
business needs. Dorsey represents a number of the world's most
successful companies from a wide range of industries, including
banking & financial institutions; development & infrastructure;
energy & natural resources; food, beverage & agribusiness;
healthcare & life sciences; and technology.
[*] EPIQ: Commercial Chapter 11 Filings Up 85% in May 2023
----------------------------------------------------------
Commercial Chapter 11 filings increased 105 percent in May 2023 to
680 versus the 332 filings in May 2022, according to data provided
by Epiq Bankruptcy, the leading provider of U.S. bankruptcy filing
data. Nearly half of the Chapter 11 filings were made by corporate
subsidiaries.
Overall commercial filings increased 31 percent in May 2023 to
2,324 versus the 1,771 registered in May 2022. Small business
filings, captured as subchapter V elections within Chapter 11,
registered a 31 percent increase to 149 in May 2023 versus 114 in
May 2022.
Total and individual bankruptcies also continue to increase from
the reduced volumes experienced during the three years of the
COVID-19 pandemic. The 38,669 total filings in May 2023 represented
a 23 percent increase from the May 2022 total of 31,330. Individual
bankruptcy filings totaled 36,345 in May 2023, also registering a
23 percent increase from the May 2022 individual total of 29,559.
Individual Chapter 13 filings increased 25 percent to 14,644 and
individual Chapter 7 filings increased 22 percent to 21,625 from
May 2022.
“Rising interest rates, inflation and elevated costs of borrowing
can represent a daunting economic challenge to struggling families
and businesses,” said ABI Executive Director Amy Quackenboss.
“Amid these sustained economic pressures, bankruptcy provides
financially distressed companies and households with access to a
release valve.”
May's total bankruptcy filings represented a nine percent increase
over the 35,485 total filings recorded the previous month. May's
commercial Chapter 11 filings increased 76 percent from the 387
filings in April 2023. The total commercial filing represented a 27
percent increase over the April 2023 commercial filing total of
1,835. All Chapter 11 subchapter V elections increased 12 percent
from the 158 filed in April 2023. Total May individual filings
represented an eight percent increase from the April 2023
individual filing total of 33,650.
"We have been diligently monitoring the ongoing trend of monthly
new filings versus cases closed and it serves as another indicator
for the direction of the bankruptcy market," said Gregg Morin, Vice
President of Business Development and Revenue for Epiq Bankruptcy.
"After 35 consecutive months (April 2020 – February 2023) of more
closed cases than new filings each month, the market had two
consecutive months (March and April) of more new filings than
closed cases. However, once again in May, 413 more cases closed
than opened and year-to-date there are still 5,014 more closed
cases than new filings."
About Epiq
Epiq, a global technology-enabled services leader to the legal
industry and corporations, takes on large-scale, increasingly
complex tasks for corporate counsel, law firms, and business
professionals with efficiency, clarity, and confidence. Clients
rely on Epiq to streamline the administration of business
operations, class action, and mass tort, court reporting,
eDiscovery, regulatory, compliance, restructuring, and bankruptcy
matters. Epiq subject-matter experts and technologies create
efficiency through expertise and deliver confidence to
high-performing clients around the world. Learn more at
www.epiqglobal.com.
About ABI
ABI is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency. ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues. The ABI
membership includes nearly 10,000 attorneys, accountants, bankers,
judges, professors, lenders, turnaround specialists and other
bankruptcy professionals, providing a forum for the exchange of
ideas and information. For additional information on ABI, visit
www.abi.org.
[*] John Melaragno Named New Judge for W.D. Pa. Bankruptcy Court
----------------------------------------------------------------
Attorney John C. Melaragno has been named the new judge for the
Erie Division of U.S. Bankruptcy Court for the Western District of
Pennsylvania. Melaragno succeeds Thomas P. Agresti, who retired in
February of 2023 after 19 years as the federal bankruptcy judge for
Erie.
Melaragno, after graduating from the Case Western Reserve
University School of Law, started practicing in Erie in 1997. He
has handled thousands of bankruptcy cases as a chapter 7 trustee
and has represented debtors and creditors in hundreds of cases. He
will be located at the federal courthouse in Erie and will hear
cases from Erie and Pittsburgh, where the Western District of
Pennsylvania is based.
"I am looking forward to serving the residents of northwestern
Pennsylvania as Erie's next bankruptcy judge," said Melaragno. "I
know that I have big shoes to fill following in the footsteps of
Judge Agresti and Judge Bentz and I hope to continue the excellent
work that they have done and continue the well-established legacy
of the Erie Bankruptcy Court."
Melaragno's appointment was made official after he passed the
required FBI background check. He will be sworn in on June 12 in
the bankruptcy courtroom at the federal courthouse complex on Perry
Square in Erie.
Bankruptcy judges serve renewable 14-year terms with no mandatory
retirement age.
Melaragno's private practice at Melaragno, Placidi & Parini focused
on representing clients in U.S. Bankruptcy Court, and since 2004 he
had been on a panel of trustees who oversee the administration of
Chapter 7 bankruptcy cases in the Western District of Pennsylvania.
Debtors who file under Chapter 7 must liquidate their assets to pay
creditors.
As a Chapter 7 trustee, Melaragno interviewed debtors and
liquidated their assets, with final approval coming from the
bankruptcy judges. He acted as a Chapter 7 trustee in an estimated
6,000 cases. He was also appointed as a trustee in three Chapter 11
cases, in which debtors reorganize to pay creditors over time.
"Melaragno is an excellent choice," said Agresti. "He will serve
the people of the Erie Division and the Western District of
Pennsylvania with honor and distinction."
Melaragno, Placidi & Parini will now be known as Placidi, Parini,
Grasinger & Page with the departure of Melaragno from the firm and
addition of new partners. They wish him all the best in his new
role as bankruptcy judge in the Western District of Pennsylvania.
For decades, the attorneys at Placidi, Parini, Grasinger & Page
have been serving their communities, representing individuals and
families who have been injured or lost loved ones as a result of
carelessness or negligence. They have over 70 years of combined
legal experience.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***