/raid1/www/Hosts/bankrupt/TCR_Public/230615.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, June 15, 2023, Vol. 27, No. 165
Headlines
1376 CHURCH: Case Summary & Three Unsecured Creditors
1716 R STREET: Trustar Bank Objects to Plan Disclosures
77 VARET: June 15 Auction Set; Creditors to Recover 100%
93 THREE MILE: Gerard Luckman Named Subchapter V Trustee
AAA TREE SERVICE: Court OKs Interim Cash Collateral Access
ADJ PROPERTIES: Does Not Anticipate Distribution to Unsecureds
ADVANCED GAS: Unsecureds Owed $1.6M to Get 7% Under Plan
AGILE THERAPEUTICS: All Four Proposals Passed at Annual Meeting
AGS PRO: Seeks to Hire Benedon & Serlin as Appellate Counsel
AL NGPL: Moody's Affirms Ba3 CFR, Outlook Stable
ALL FOR ONE: Incurs $1.1 Million Net Loss in Second Quarter
ALPHARETTA LIFEHOPE: Unsecureds Unimpaired in Reorganization Plan
AMERICANAS SA: Ex-CEO Rial Becomes Defendant in CVM Probe
ANOINTED SECURITY: Taps Carmen Mercado Rosa as Office Administrator
APOLLO COMMERCIAL: Moody's Cuts Sr. Secured Credit Rating to Ba3
ARK LABORATORY: Court OKs Cash Collateral Use on Final Basis
ART OF MEDICINE: Aaron Cohen Named Subchapter V Trustee
ART OF MEDICINE: Court OKs Interim Cash Collateral Access
ASTRA ACQUISITION: S&P Downgrades ICR to 'CCC+', Outlook Negative
ATH SPORTS: Court OKs Final Cash Collateral Access
B GSE GROUP: Seeks to Hire Iron Horse as Auctioneer
BANYAN CAY: Affiliate Seeks to Extend Plan Exclusivity to July 27
BARTECH GROUP: Court OKs Cash Collateral Access Thru July 21
BLACKSTONE MORTGAGE: Moody's Cuts CFR & Senior Secured Debt to Ba3
BOY SCOUTS: Waukesha County Camp Sold to Potawatomi Tribe
BOY SCOUTS: White & Case Seeks $70.4-Mil. in Fees
BUSHWICK BEER: Court OKs Cash Collateral Access Thru June 30
CALERES INC: S&P Upgrades ICR to 'BB-' on Steady Performance
CAPITAL G INVESTMENTS: Taps Noble Law Firm as Bankruptcy Counsel
CAREVIEW COMMUNICATIONS: Incurs $1.35M Net Loss in First Quarter
CENTRAL NEW YORK: Michael Brummer Named Subchapter V Trustee
CHARLES LAU DDS: Taps Krekeler Law S.C. as Bankruptcy Counsel
CHUBBY'Z 2 D&D: Amy Denton Mayer Named Subchapter V Trustee
CLAROS MORTGAGE: Moody's Alters Outlook on 'Ba3' CFR to Negative
CLOVIS ONCOLOGY: Files Second Amended Plan
CLOVIS ONCOLOGY: Regulators, Shareholders Raise Objections to Plan
CLUBHOUSE MEDIA: Posts $2.2 Million Net Loss in First Quarter
CONNECTED FERTILITY: Bankr. Administrator Ordered to Appoint PCO
CYXTERA TECHNOLOGIES: Wins Approval of 1st Day Motions
DIXON TOWN HOMES: Voluntary Chapter 11 Case Summary
DOUBLE E: AG Twin Marks $3.04M Loan at 79% Off
EAST COAST: Ruling on Tax Case Despite Chapter 11
ELITE COMMERCIAL: Mark Weisbart Named Subchapter V Trustee
ENSIGN ENERGY: S&P Lowers ICR to 'CCC', Outlook Negative
EVANGELICAL RETIREMENT: Files Emergency Bid to Use Cash Collateral
FTX GROUP: NY Metropolitan Museum to Return $550K Donation
G.A.H. BAR-B-Q: Bid to Use Cash Collateral Denied as Moot
GARCIA GRAIN: Temporary Lease of Grain Elevators Okayed
GENCANNA GLOBAL: Can't Get Back $1.8M Payments in Contract Fight
GENEVER HOLDINGS: Taps Saxe Doernberger & Vita as Insurance Counsel
GRAYSON O CO: Gets OK to Tap Moon Wright & Houston as Legal Counsel
GRAYSON REAL: Gets Approval to Tap Moon Wright & Houston as Counsel
H2O INVESTMENT: Taps Luxe Forbes Global Properties as Realtor
HARAKI CORPORATION: Seeks to Hire Kirby Aisner & Curley as Counsel
HERITAGE GROCERS: Moody's Alters Outlook on 'B2' CFR to Negative
HIGGINS AG: No Objections Filed; Plan Confirmed
HOSTESS BRANDS: S&P Rates New Revolving Credit Facility 'BB'
I&A DEVELOPMENT: Asks for Aug. 28 Extension of Plan Filing Deadline
IKON WEAPONS: Taps Iron Horse Commercial Properties as Broker
INDUS ARCHITECTS: Ronald Friedman Named Subchapter V Trustee
INSTANT BRANDS: S&P Downgrades ICR to 'D' on Chapter 11 Filing
JOHNSON'S ALL-SCAPES: Taps RLC Lawyers & Consultants as Counsel
KREF HOLDINGS X: Moody's Cuts Rating on Senior Secured Debt to Ba3
LADDER CAPITAL: Moody's Affirms 'Ba1' CFR, Outlook Stable
LAURA'S ORIGINAL: Court OKs Cash Collateral Access Thru July 20
LHS BORROWER: Moody's Affirms B2 CFR & Alters Outlook to Negative
LTL MANAGEMENT: Talc Creditors Want to File Own Chapter 11 Plan
LUCKY BUCKS: Has $82MM DIP Loan from Wilmington Savings
MALLINCKRODT PLC: Lenders Start Opioid Payment Confidential Talks
MARINER HEALTH: PCO Reports Decline in Patient Care Quality
MDWERKS INC: Incurs $41K Net Loss in First Quarter
MILLION DOLLAR SMILE: July 26 Hearing on Disclosures and Plan
MONITRONICS INTERNATIONAL: $398MM DIP Loan from Alter Domus OK'd
MONTGOMERY REALTY: Unsecureds' Recovery to Depend on Cathay Suit
MORGAN TURF: Court Confirms Reorganization Plan
MOUROUX FAMILY: PCO Submits First Report
MRS BUSY BEE: Jerrett McConnell Named Subchapter V Trustee
MURPHY CREEK: Seeks June 16 Extension to File Plan Disclosures
MWEC MANAGEMENT: AG Twin's $1.9M Loan Has 94% Markdown
MY SISTER'S CLOSET: Rob Messerli Named Subchapter V Trustee
MY TRUE MILES: Linda Leali Named Subchapter V Trustee
NATURALSHRIMP INC: Signs Technology Licensing Deal With Niterra
NEFCO HOLDING: AG Twin Marks $3.04M Loan at 63%
NEFCO HOLDING: AG Twin Virtually Writes Off $2.1M Loan
NEONATOLOGIST ASSOCIATES: Taps Jose Toro-Mercado as Accountant
NEWAGE INC: Sues Officers and Directors in Chapter 11
NOVO HEALTH: Jerome Kerkman Named Subchapter V Trustee
NXT ENERGY: Receives US$1.2M First Tranche of US$2.3M Financing
OCEAN POWER: Terminates Offering Agreement With A.G.P/Alliance
OMAHA BEACH: Seeks to Extend Plan Exclusivity to August 27
ONE BRIDAL: G. Matt Barberich Jr. Named Subchapter V Trustee
PGX HOLDINGS: Files for Chapter 11 to Pursue Sale
PHOENIX TELECOM: Case Summary & 20 Largest Unsecured Creditors
PICO INDUSTRIES: Angela Shortall Named Subchapter V Trustee
PLYWEALTH INVESTMENT: Gets OK to Hire Tony Gu as Enrolled Agent
POLARIS PARENT: S&P Affirms 'B-' ICR on Increased Liquidity
PURDUE PHARMA: 2nd Circuit Approves Third-Party Bankruptcy Releases
QUALITY HEATING: Hearing Today on Cash Collateral Access
RENOVATION SYSTEMS: AG Twin's $1.9M Loan Has 89% Markdown
RM BAKERY: FS Lender and Mayrich Increase DIP Loan
SAN JORGE CHILDREN'S: Seeks 21-Day Extension to File Plan
SAS AB: U.S. Trustee Opposes Appointment of Norske to Committee
SCHILLER KNAPP: Eric Huebscher Named Subchapter V Trustee
SCREAMWORKS LLC: Seeks to Tap VerStandig Law Firm as Counsel
SNOWSHOE MILWORKS: Seeks to Hire Beacon Law Group as Counsel
SRPC PROPERTIES: Taps Markus Williams Young & Hunsicker as Counsel
STARWOOD PROPERTY: Moody's Affirms Ba2 CFR, Outlook Remains Stable
T4L INC: Michael Markham Named Subchapter V Trustee
TREASURE ISLAND: To Seek Plan Confirmation on July 12
TRUCK DYNASTY: Wins Cash Collateral Access on Final Basis
TRUGREEN LIMITED: Moody's Cuts CFR to Caa1 & Secured Loans to B3
UPSTREAM NEWCO: Moody's Cuts CFR to Caa1 & First Lien Debt to B3
US FOOT: AG Twin Marks $2.6M Loan at 76% Off
VINTAGE FOOD: Unsecureds Owed $253K to Get Excess Sale Proceeds
VIRGIN ORBIT: Junior Creditors Object to Bankruptcy Plan
VTV THERAPEUTICS: All Four Proposals Passed at Annual Meeting
W LOFTS DEVELOPMENT: Trustee Seeks to Tap Nicholson PC as Counsel
WINDSTREAM HOLDINGS: Bid for Majority Foreign Interest OK'd by FCC
ZHANG MEDICAL: U.S. Trustee Appoints David Crapo as PCO
[] Colorado Bankruptcy Filings Rose 23% in May 2023
[] Commercial Chapter 11 Filings in May Over Last Year
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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1376 CHURCH: Case Summary & Three Unsecured Creditors
-----------------------------------------------------
Debtor: 1376 Church LLC
1390 Market Street, Suite 200
San Francisco, CA 94102
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: June 14, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-30379
Debtor's Counsel: Matthew D. Metzger, Esq.
BELDEVERE LEGAL, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Tel: 415-513-5980
Fax: 415-513-5985
Email: info@belvederelegal.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tony Garnicki as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RYM2JRI/1376_Church_LLC__canbke-23-30379__0001.0.pdf?mcid=tGE4TAMA
1716 R STREET: Trustar Bank Objects to Plan Disclosures
-------------------------------------------------------
Trustar Bank filed a limited objection to the Disclosure Statement
with respect to 1716 R Street Flats and The Z Flats L.L.C.'s First
Amended Joint Plan of Liquidation.
Trustar Bank is a secured creditor of The Z Flats L.L.C. ("Z
Flats") and holds a loan secured by a first priority deed of trust
on the real property at 116 Emerson Street, NW, Washington, DC
20011 (the "Property") and an assignment of rents from the
Property.
Trustar Bank's objection to the adequacy of the Disclosure
Statement relates to the treatment of Trustar Bank's claim, Trustar
Bank's right to submit a credit bid for the sale of the Property,
and the consequences of a failure of a sale of the Property to
close within the time outlined in the Plan.
Trustar Bank points out that the Disclosure Statement describes the
Plan in Section V, including the treatment of the claim of Trustar
Bank, which has been designated as the Class 1A claim. The
description appears to have a typo, stating that "Further, on the
Distribution Date, The Z Flats, LLC will pay all of its remaining
case (not including the Z Flats Reserve to Trustar Bank."
Disclosure Statement, p. 8. It appears that this word should be
"cash" and Trustar Bank requests clarification from Z Flats that
was the intention and a correction to the Disclosure Statement and
Plan to correct the typo prior to solicitation.
Trustar Bank asserts that the Disclosure Statement does not contain
sufficient detail about the consequences of a failure of a sale of
the Property to close within the time outlined in the Plan (60 days
from confirmation for a say to the Buyer). Given that the Property
is the only asset of the Z Flats estate, Trustar Bank submits that
failure of the sale to close within a time certain should allow
Trustar Bank to foreclose on the Property.
Trustar Bank believes that Section VIII of the Disclosure Statement
discussing assumption and/or rejection of executory contracts and
unexpired leases should include clarifying language about cure
amounts (or the absence thereof) on the Assumption List to
correspond with the assumption and assignment provisions of the
Plan.
Although the certain of the issues raised here by Trustar Bank may
ultimately speak to the confirmability of the Plan under Section
1129 of the Bankruptcy Code, Trustar Bank believes that delay in
this case works against the best interest of creditors and the
estate.
Counsel for Trustar Bank:
Darrell W. Clark, Esq.
Tracey M. Ohm, Esq.
STINSON LLP
1775 Pennsylvania Ave., N.W., Suite 800
Washington, DC 20006
Tel: (202) 785-9100
Fax: (202) 572-9948
E-mail: darrell.clark@stinson.com
tracey.ohm@stinson.com
About 1716 R Street Flats
1716 R Street Flats, LLC, and affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No.
23-00017) on Jan. 16, 2023. In the petition signed by Richard
Cunningham, managing member, 1716 R Street Flats disclosed up to $1
million in assets and up to $10 million in liabilities.
Judge Elizabeth L. Gunn oversees the cases.
McNamee Hosea, PA, is the Debtor's legal counsel.
77 VARET: June 15 Auction Set; Creditors to Recover 100%
--------------------------------------------------------
77 Varet Holding Corp. and 162-164 82nd St. LLC submitted a Second
Amended Disclosure Statement in support of the Debtors' Joint Plan
of Reorganization.
The Plan is the product of extensive negotiations with the secured
creditor, East 82nd Holdco LLC (the "Lender"), resulting in an
agreement which originally provided for either a refinancing of the
total secured debt, or a sale of the Debtors' property under an
auction sale process (the "Alternate Sale Option"). While the
Debtors initially pursued a refinancing and/or sale of the Property
simultaneously so there would be no unnecessary delays, the Debtors
were unable to arrange for a refinancing prior to the April 1, 2023
deadline agreed to with the Lender. Accordingly, the Debtors are
now proceeding solely toward a sale of the Debtors' property at
auction under the Alternate Sale Option.
The auction is currently scheduled for June 15, 2023, and the net
proceeds of the sale will be used to fund the payments to creditors
under the Plan. Whether the Property is sold to a third-party
buyer or to the Lender based upon a credit bid, the Debtors project
that all creditors (except the Lender) will be paid in full,
subject to a newly discovery personal injury claim, which will
hopefully be covered by insurance.
The Plan is primarily designed to address outstanding mortgage debt
at the Property and mezzanine level. Pre-petition, the Lender's
claim totaled $17,550,741.22 on account of both loans, including
all principal, accrued interest, fees, and costs. As part of the
negotiations with the Lender, the Debtors sought and obtained the
Lender's consent to a reduced payoff if paid on or before April 1,
2023. The Debtors retained Rosewood Realty Group as broker so as to
pursue both a refinancing based on the reduced payoff and a
potential sale. In any event, as noted, since the Debtors did not
timely refinance the secured debt, the Plan is based solely on the
auction sale of the Property, subject to the Lender's credit bid
rights.
Under the Plan, the Lender will receive either (a) the net sale
proceeds if the Property is sold to a third party, after payment of
the Residual Plan Payments, consisting of allowed Administrative
Claims as capped pursuant to the Cash Collateral Stipulation, U.S.
Trustee fees and Priority Claims, plus payment of non-insider
General Unsecured Creditors from a $50,000 fund, or (b) title to
the Property if Lender makes a credit bid, whereupon the Lender
shall be responsible to pay the Residual Plan Payments. In either
event, the Debtors project that the Residual Plan Payments will be
sufficient to pay all creditors in full except the Lender, subject
to the personal injury claim.
Under the Plan, Class 4 consists of the allowed Unsecured Claims of
Non-Insider General Creditors, including all pre-petition vendors,
service providers, and insiders. On the Effective Date, each holder
of an Allowed Class 4 Unsecured Claim will be paid a pro-rata share
of $50,000 as part of the Residual Plan Payments. There are only 4
Class 4 creditors currently holding timely filed claims aggregating
$39,026.99. In the unlikely event of a shortfall, the balance, if
any, necessary to pay Allowed Class 4 Claims in full shall be paid
by the Debtors' equity interest holders under the Guaranty.
However, the Guaranty does not extend to any tort claims which may
be filed against the Debtors or their Estates pursuant to an
amended bar order to be sought with respect to the tort claim
alleged by Sari Rosenberg. Because of possible claims arising out
of the Sari Rosenberg litigation, Class 4 is potentially impaired.
Class 5 consists of the allowed claims of Insiders. There are 4
Insider creditors holding claims aggregating $1,660,207. Insiders
are waiving their right to immediate payment of their claims in
consideration for the concessions made by the Lender, including the
release of all guaranties given to the Lender upon consummation of
the Plan. Upon the sale of the Property, the allowed Class 5 claims
of Insiders as filed and scheduled shall be entitled to receive a
pro-rata payment of the residual sale proceeds, if any, as soon as
is practicable after all priority claims, administrative expenses,
and Class 1, 2, 3 and 4 claims are paid in full. Class 5 is
impaired.
The Plan shall be funded with residual cash available in the DIP
account, subject to the terms of the Cash Collateral Stipulation,
and by sale proceeds generated either from a third-party buyer or
the Lender's funding obligations under its credit bid.
The Bankruptcy Court has entered an Order approving this Disclosure
Statement and scheduling a hearing to consider confirmation of the
Plan on June 27, 2023 at 10:00 a.m., prevailing New York Time.
Attorneys for the Debtors and Debtors in Possession:
J. Ted Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
125 Park Avenue, 12th Floor
New York, NY 10017
A copy of the Second Amended Disclosure Statement dated June 2,
2023, is available at bit.ly/42mEqsS from PacerMonitor.com.
About 77 Varet Holding Corp.
77 Varet Holding Corp. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42316) on Sept.
21, 2022. In the petition filed by David Goldwasser, as manager,
the Debtor reported assets between $10 million and $50 million and
liabilities between $1 million and $10 million.
Judge Nancy Hershey Lord oversees the case.
The Debtor is represented by Kevin J. Nash, Esq., at Goldberg
Weprin Finkel Goldstein LLP, as counsel.
93 THREE MILE: Gerard Luckman Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at
Forchelli Deegan Terrana, LLP, as Subchapter V trustee for 93 Three
Mile Harbor, LLC.
Mr. Luckman will be paid an hourly fee of $650 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Luckman declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Gerard R. Luckman, Esq.
Forchelli Deegan Terrana, LLP
333 Earle Ovington Blvd., Suite 1010
Uniondale, NY 11553
Phone: 516-248-1700
Email: GLuckman@Forchellilaw.com
About 93 Three Mile
93 Three Mile Harbor, LLC is engaged in activities related to real
estate. The company is based in Remsenburg, N.Y.
93 Three Mile Harbor filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71954) on May
31, 2023, with $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Judge Robert E. Grossman oversees the
case.
Mark E. Cohen, Esq., at Pryor & Mandelup, LLP is the Debtor's legal
counsel.
AAA TREE SERVICE: Court OKs Interim Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, authorized AAA Tree Service LLC to use cash
collateral on an interim basis in accordance with the budget.
The entities known by the Debtor with an alleged interest in the
cash collateral are Samson MCA LLC, Finance ERC West, Inc., or its
servicer Regulus Group, LLC, Corporate Billing, LLC, Deutsche
Leasing USA, Inc., PNC Equipment Finance LLC, Wells Fargo Vendor
Financial Services, LLC, Caterpillar Financial Services
Corporation, VFS US, LLC, Altec Capital Services, LLC, and
Signature Financial and Leasing LLC.
As previously reported by the Troubled Company Reporter, the
Debtor's secured creditors are mostly equipment lenders, many of
which hold liens exclusive to specific pieces of machinery and some
with liens on proceeds generated by their specific collateral.
Finance ERC West, Inc. provided a loan against the Debtor's ERC tax
refund. The document pertaining to the loan indicates the lender
has a lien on all of the Debtor's assets, a control agreement as to
the Debtor's bank account, and a lien on the actual tax refund. The
UCC-1 financing statement filed regarding this loan secures a lien
solely on the anticipated tax refund. The Debtor's expected ERCs
total $2.113 million and the alleged principal debt to Finance ERC
is $900,375.
The Debtor has two merchant loans in the principal amount of $1
million each with Samson MCA LLC, and a factoring agreement with
Corporate Billing, LLC, which all purport to represent sales of
receivables and include bank account control agreements.
Only Samson, Corporate Billing, and Finance ERC may allege an
interest in cash collateral consisting of the Debtor's cash on
hand.
In its ruling, the Court said the Secured Creditors holding alleged
liens are granted replacement liens as of the Petition Date in all
of the Debtor's hereinafter acquired assets, but only to the same
extent the creditors already had liens against those same asset
types existing prepetition.
The replacement liens granted on such post-petition assets will
have only the same validity and priority as such liens held on the
date the Debtor's petition was filed in the case.
A copy of the order is available at https://urlcurt.com/u?l=15vJMh
from PacerMonitor.com.
About AAA Tree Service LLC
AAA Tree Service LLC provides tree removals and trimming services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12229) on May 25,
2023. In the petition signed by CEO Stacy Manqueros, the Debtor
disclosed up to $50 million in assets and up to $10 million in
liabilities.
Judge Magdalena Reyes Bordeaux oversees the case.
Robert P. Goe, Esq., at Goe Forsythe and Hodges LLP, represents the
Debtor as legal counsel.
ADJ PROPERTIES: Does Not Anticipate Distribution to Unsecureds
--------------------------------------------------------------
ADJ Properties, LLC, and ALJ Properties, LLC, submitted a First
Amended Combined Liquidating Plan and Disclosure Statement.
Both ADJ and ALJ are single-asset real estate entities ("SARE") and
Michigan limited liability companies organized under the laws of
the State of Michigan. ADJ owns property at 31816 Utica Road,
Fraser, Michigan ("31816 Utica Road"), consisting of a banquet hall
and adjoining parking lot. ALJ owns the adjacent property at 31490
Utica Road, Fraser, Michigan ("31490 Utica Road") consisting of a
wedding chapel to compliment the ADJ banquet facilities
(collectively, 31816 Utica Road and 31490 Utica Road shall be
referred to as the "Real Estate").
The Real Estate is leased to Vintage, a related entity operating a
full-service banquet, event, and catering business at the Real
Estate. Vintage contemporaneously filed its own voluntary Chapter
11, Subchapter V bankruptcy petition with this Court styled as In
Re: Vintage Food Services, Inc. (Case No. 22-48073-tjt). Anthony A.
Jekielek ("Jekielek") is the president and sole owner of Vintage,
and the sole member of both ADJ and ALJ.
The Debtors' sole source of income is generated from the rents
collected from its only tenant, Vintage.
The Debtors have received three offers to purchase the Real Estate
along with the business operations and operating assets of Vintage.
An offer of $1,800,000.00 paid at closing and an offer of
$4,000,000.00 paid over 36 months have been presented. HRG Capital
made an offer for $3,500,000.00 to be paid at closing (the "HRG
Offer"). The HRG Offer has been accepted as the highest and best
offer. The Debtors' principal has been marketing the Real Estate
and Vintage operations for approximately 18 months and has not
received a higher or better viable offer than the HRG Offer. The
Debtors anticipate filing a motion for approval of a private sale
based on the HRG Offer. The proceeds from the sale of the Real
Estate and the Vintage operations will fund the payments required
under the Plan.
Under the Plan, Class II consists of the allowed general Unsecured
Claims of creditors of the Debtors, other than claims of the
Insider, including trade creditors and any deficiency claim due to
Huntington Bank. The Class II claims of the general trade creditors
total approximately $2,119.49. The Class II claim of Huntington has
not been determined with certainty. The Debtors have estimated that
after a distribution to Huntington from the Vintage estate,
Huntington will have a deficiency claim of approximately $500,000.
The Debtors do not anticipate any distribution to Class II
creditors. The Class II claims shall be deemed impaired.
The Debtors propose to fund the Plan from the proceeds of the sale
of the Real Estate.
Attorneys for the Debtors:
Lynn M. Brimer, Esq.
Pamela S. Ritter, Esq.
STROBL PLLC
33 Bloomfield Hills Parkway, Suite 125
Bloomfield Hills, MI 48304-2376
Telephone: (248) 540-2300
Facsimile: (248) 645-2690
A copy of the Disclosure Statement dated May 31, 2023, is available
at bit.ly/3oHWsrI from PacerMonitor.com.
About ADJ Properties
ADJ Properties LLC and ALJ Properties, LLC are each a Single Asset
Real Estate (as defined in 11 U.S.C. Sec. 101(51B)).
ADJ Properties LLC and ALJ Properties filed for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 22-48074 and 22-48075) on Oct. 17, 2022. In the
petition filed by Anthony Jekielek, as member, ADJ reported assets
and liabilities between $1 million and $10 million. The Debtors are
represented by attorneys at Strobl Sharp PLLC.
ADVANCED GAS: Unsecureds Owed $1.6M to Get 7% Under Plan
--------------------------------------------------------
Advanced Gas Products Inc. submitted an Amended Plan of
Reorganization dated May 31, 2023.
This Plan of Reorganization under Chapter 11 of the Bankruptcy Code
proposes to pay creditors of Advanced Gas Products, Inc. from (a)
the Debtor's cash on hand on the Effective Date, (b) the net income
derived from the continued operation of the Debtor's business, and
(c) periodic capital infusions made by Debtor.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 7 cents on the dollar ($111,521.43/1,630,979;
Exhibits B and C respectively).
Under the Plan, Class 3 consists of all Allowed General Unsecured
Claims total $1,630,979 (ie., an Unsecured Claim that is not an
Administrative Expense Claim, Professional Compensation and
Reimbursement Claim, Priority Tax Claim, Priority Non-Tax Claim, or
Interest). Each holder of an Allowed Class 3 Claim will receive a
partial payment of its claim (estimated at 7%) in quarterly
installments over the duration of the Amended Plan in full and
complete satisfaction of such holder's Claim. The first payments to
holders of Class 3 Claims shall be made on the first Distribution
Date following the Effective Date. Interest holders in this Class
are impaired and are entitled to vote on the mended Plan.
A copy of the Amended Plan of Reorganization dated May 31, 2023, is
available at bit.ly/3NauoXs from PacerMonitor.com.
About Advanced Gas Products
Advanced Gas Products, Inc. is a locally owned and family-operated
packaged gas and welding supply dealer in Huntington Beach, Calif.
Advanced Gas Products filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-11918) on Nov. 9, 2022. At the time of filing, the Debtor
estimated $100,001 to $500,000 in assets and $1,000,001 to $10
million in liabilities.
Judge Theodor Albert presides over the case.
Angela A Schmidt, Esq., at the Law Office of Angela Schmidt,
represents the Debtor as counsel.
AGILE THERAPEUTICS: All Four Proposals Passed at Annual Meeting
---------------------------------------------------------------
At the 2023 annual meeting of stockholders of Agile Therapeutics,
Inc., the Company's stockholders:
(1) elected Sharon Barbari to serve as a Class III director
until the Company's 2026 annual meeting of stockholders and until
her successor is duly elected and qualified;
(2) approved, on a non-binding advisory basis, the 2022
compensation of the Company's named executive officers;
(3) approved the Agile Therapeutics, Inc. 2023 Equity Incentive
Plan; and
(4) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2023.
About Agile Therapeutics Inc.
Agile Therapeutics, Inc. is a women's healthcare company dedicated
to fulfilling the unmet health needs of today's women. The
Company's product and product candidates are designed to provide
women with contraceptive options that offer freedom from taking a
daily pill, without committing to a longer-acting method. Its
initial product, Twirla, (levonorgestrel and ethinyl estradiol), a
transdermal system, is a non-daily prescription contraceptive.
Agile reported a net loss of $25.41 million for the year ended Dec.
31, 2022, compared to a net loss of $71.07 million for the year
ended Dec. 31, 2021.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 22, 2023, citing that the Company has generated losses
since inception, used substantial cash in operations, anticipates
it will continue to incur net losses for the foreseeable future,
requires additional capital to fund its operating needs and has
stated that substantial doubt exists about the Company's ability to
continue as a going concern.
AGS PRO: Seeks to Hire Benedon & Serlin as Appellate Counsel
------------------------------------------------------------
AGS Pro, Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Benedon & Serlin, LLP as
special appellate counsel.
The Debtor needs a special counsel to assist it in filing and
prosecuting its appeals.
The hourly rates of the firm's attorneys and staff are as follows:
Senior Attorneys $700
Junior Attorneys $550
Law Clerk $250
In addition, the firm will be reimbursed for expenses incurred.
The Debtor proposes to pay the firm a retainer of $100,000.
Gerald Serlin, Esq., a partner at Benedon & Serlin, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gerald M. Serlin, Esq.
Benedon & Serlin, LLP
22708 Mariano Street
Woodland Hills, CA 91367
Telephone: (818) 340-1950
About AGS Pro
AGS Pro, Inc. provides security services throughout the United
States and internationally with strategic alliance partnerships.
Its services include commercial security, estate security and
special events. The Debtor's headquarters is located at 6133
Bristol Parkway, Suites 175 and 280, Culver City, Calif.
AGS Pro sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Calif. Case No. 23-12236) on April 13, 2023. In
the petition signed by its chief executive officer, Lee Andrews,
the Debtor disclosed $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Judge Deborah J. Saltzman oversees the case.
The Debtor tapped Aaron E. de Leest, Esq., at Danning, Gill, Israel
& Krasnoff, LLP as legal counsel; Gerald M. Serlin, Esq., at
Benedon & Serlin, LLP as special appellate counsel; and Weaver and
Tidwell, LLP as accountant.
AL NGPL: Moody's Affirms Ba3 CFR, Outlook Stable
------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to AL NGPL Holdings
LLC's (AL NGPL) proposed senior secured term loan B due April 2028,
and affirmed its existing ratings, including the Ba3 Corporate
Family Rating, Ba3-PD Probability of Default Rating and Ba3 rating
on its existing senior secured term loan due 2028. The affirmation
of the CFR follows the announcement by the company that it is
issuing a $235 million term loan to partially finance the purchase
of a 12.5 percent stake in NGPL PipeCo LLC (NGPL). The rating
outlook remains stable.
"The affirmation of AL NGPL's ratings reflects the balance of
equity and debt used to purchase an additional ownership stake in
NGPL PipeCo LLC," stated James Wilkins, Moody's Vice President.
"The additional debt does not materially change AL NGPL's leverage
and Moody's expect excess cash flow will reduce the term loan
balance as the company receives more distributions from NGPL going
forward."
The following summarizes the rating activity.
Affirmations:
Issuer: AL NGPL Holdings LLC
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Secured 1st Lien Term Loan B, Affirmed Ba3
Assignments:
Issuer: AL NGPL Holdings LLC
Senior Secured 1st Lien Term Loan B, Assigned Ba3
Outlook Actions:
Issuer: AL NGPL Holdings LLC
Outlook, Remains Stable
RATINGS RATIONALE
The additional AL NGPL debt used to partially finance an
acquisition will have minimal impact on its leverage and coverage
metrics. The company is acquiring an additional 12.5% stake in
NGPL, which will be partially financed with $235 million in
additional term loan debt and equity from its sponsor. Moody's
expects that AL NGPL's leverage and interest coverage credit
metrics, which have deteriorated due to the recent $90 million
addition to its existing term loan and higher interest rates in
2022-2023, will be little affected by the additional debt owing to
the additional distributions received from NGPL in line with its
additional equity ownership. NGPL's operations have outperformed
the original 2021 projections and Moody's expects AL NGPL's credit
metrics to improve through 2024 as excess cash flow is applied
towards debt reduction and NGPL's cash flow modestly grows.
AL NGPL's Ba3 CFR reflects NGPL PipeCo LLC's (NGPL, Baa3 stable)
credit profile offset by AL NGPL's leverage, structural
subordination and minority non-operating ownership interest. The
rating considers the additional -$700 million of debt placed at AL
NGPL that is structurally subordinated to NGPL's $1.9 billion of
balance sheet debt. NGPL's leverage, as measured by debt to EBITDA,
was 3.1x as of March 31, 2023. The company's debt has been
relatively stable over the past five years, while earnings have
grown. AL NGPL's pro forma leverage is higher at 6.5x as of
year-end 2022 (calculated using a 37.5 percent proportional share
of NGPL debt and EBITDA as well as the term loan debt at AL NGPL).
AL NGPL has no physical assets nor does it generate revenue or cash
flow. It is entirely dependent on distributions from NGPL to
service its term loan. Moody's expects NGPL to grow its cash flow
with incremental volumes from modest new projects. Further growth
spending will likely be funded with debt at NGPL or contributions
from the owners such that distributions are not cut to fund
investments. The rating further considers AL NGPL's governance
rights that ensure continued distributions from NGPL. AL NGPL has
one of five board seats, but implementation of many actions
including a change in the distribution policy requires an 85
percent supermajority that effectively requires AL NGPL's consent
to implement.
NGPL has a geographically extensive natural gas pipeline network
from West Texas and the US Gulf Coast up to the Chicago area
serving demand from local gas distribution companies, power plants,
and industrial users as well as LNG exporters on the US Gulf Coast.
NGPL has stable fee-based, primarily demand-pull cash flow that
has grown with expansion projects and improving credit metrics. The
company's natural gas transportation business has long-term,
take-or-pay contracts, that account for a high proportion of
revenue (90% of 2022 operating revenue). Around 80% of contracted
volumes are attributable to investment-grade counterparties.
AL NGPL's term loan is rated Ba3, the same level as the Ba3 CFR,
reflecting the lack of other material amounts of debt in the
liability structure. The term loan has a first priority senior
secured lien on all assets of AL NGPL, including the equity
interest in the entity that indirectly owns Natural Gas Pipe
Company of America LLC.
AL NGPL's existing credit facility will be amended for the $235
million of incremental term loan debt, which will be subject to the
same terms and covenants. The debt is secured by the equity
interest in NGPL and all membership interests issued by AL NGPL
Holdings LLC. The credit facility has provisions allowing for
additional debt provided that it is secured on a pari passu basis
plus a $10 million general basket. All existing and future direct
and indirect domestic wholly-owned subsidiaries of the borrower (AL
NGPL) are guarantors, but AL NGPL was established to hold and
finance a minority stake in NGPL, and there are no guarantors at
this time.
Moody's expects AL NGPL to have adequate liquidity through 2024.
The company will receive quarterly distributions from NGPL that
will be used to service its debt and minor operating expenses. It
also has a $30 million letter of credit facility used to fund a
debt service account to cover interest and amortization on the
senior secured term loan. The term loan, which is due in 2028, has
one financial covenant -- a minimum debt service coverage ratio of
1.10x. Moody's expects the company to comply with the covenant
through 2024. AL NGPL has no revolving credit facility or alternate
sources of liquidity.
The stable outlook reflects the stable outlook on NGPL's ratings
(supported by a strong contracted fee-based business) and Moody's
expectation that NGPL's steady cash flow will support consistent
distributions to AL NGPL sufficient to cover AL NGPL's debt service
requirements.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
AL NGPL's rating could be upgraded if NGPL PipeCo LLC's rating is
upgraded. AL NGPL's rating could be downgraded if NGPL PipeCo LLC's
rating is downgraded, distributions to AL NGPL decline or debt at
AL NGPL materially increases.
AL NGPL Holdings LLC is a holding company established in connection
with the March 2021 purchase by ArcLight of an initial 25 percent
stake in NGPL PipeCo LLC. NGPL PipeCo LLC is a holding company that
wholly owns Natural Gas Pipe Company of America LLC, an interstate
pipeline regulated by the Federal Energy Regulatory Commission
(FERC). NGPL is jointly owned by funds managed by Arc Light and
Brookfield Infrastructure Partners, LP, and Kinder Morgan, Inc.
(Baa2 stable), a large midstream energy company that operates
NGPL.
The principal methodology used in these ratings was Natural Gas
Pipelines published in July 2018.
ALL FOR ONE: Incurs $1.1 Million Net Loss in Second Quarter
-----------------------------------------------------------
All For One Media Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.12 million on $2,047 of revenues for the three months ended
March 31, 2023, compared to a net loss of $3.51 million on $1,170
of revenues for the three months ended March 31, 2022.
For the six months ended March 31, 2023, the Company reported a net
loss of $365,733 on $4,449 of revenues compared to net income of
$1.83 million on $3,483 of revenues for the six months ended March
31, 2022.
As of March 31, 2023, the Company had $37,213 in total assets,
$16.04 million in total liabilities, and a total stockholders'
deficit of $16.01 million.
"As reflected in the accompanying unaudited consolidated financial
statements, for the six months ended March 31, 2023 and 2022, the
Company had net (loss) income of $(365,733) and $1,835,253, and net
cash used in operations of $102,598 and $346,290, respectively.
The net income for the six months ended March 31, 2022 was
primarily a result of the non-cash net gain from derivative
liabilities of $2,504,451. Additionally, the Company had an
accumulated deficit of $26,071,733, a working capital deficit of
$15,871,018 and a stockholders' deficit of $16,008,518 as of March
31, 2023. As of March 31, 2023, the Company had $2,820,887 of
gross convertible notes and $2,509,019 of gross notes payable
outstanding. Additionally, as of March 31, 2023, the Company had
defaulted on certain convertible notes payable with aggregate
outstanding principal amount of $1,047,821. These matters raise
substantial doubt about the Company's ability to continue as a
going concern for twelve months from the issuance date of this
report. The ability to continue as a going concern is dependent
upon the Company generating profitable operations in the future
such as selling the completed Movie and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. The Company's
ability to raise additional capital through the future issuances of
common stock is unknown. The obtainment of additional financing,
the successful development of the Company's contemplated plan of
operations, and its transition, ultimately, to the attainment of
profitable operations are necessary for the Company to continue
operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1286459/000147793223004373/afom_10q.htm
About All For One Media
All for One Media Corp., incorporated in the State of Utah on March
2, 2004, is a media and entertainment company focused on creating,
launching and marketing original pop music groups commonly referred
to as "boy bands" and "girl groups." The Company's former
operations were in the business of acquiring, training, and
reselling horses with an emphasis in the purchase of thoroughbred
weanlings or yearlings that were resold as juveniles. All For One
is in the business of targeting the lucrative tween demographic
across a multitude of entertainment platforms. The Company expects
to generate revenues from movie receipts, sales, downloads and
streaming of original recorded music, videos, motion pictures,
music publishing, live performances, licensed merchandise and
corporate sponsorships.
Boca Raton, Florida-based Salberg & Company, P.A., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Dec. 29, 2022, citing that the Company has a net
income and cash used in operations of $1,835,497 and $496,569,
respectively, for the year ended September 30, 2022. The net income
was primarily the result of a gain from the extinguishment of debt
and gain on debt modification. Additionally, the Company had an
accumulated deficit, stockholders' deficit and working
capital deficit of $25,708,263, $15,725,345 and $15,587,845 as of
September 30, 2022. These matters raise substantial doubt about
the Company's ability to continue as a going concern.
ALPHARETTA LIFEHOPE: Unsecureds Unimpaired in Reorganization Plan
-----------------------------------------------------------------
Alpharetta Lifehope Land SPE, LLC, submitted an Amended Disclosure
Statement for an Amended Plan of Reorganization.
The Debtor is a Georgia-based company that owns 26.5 acres of
vacant land located on Old Milton Parkway in Alpharetta, Georgia
(the "Property"). Alpharetta Lifehope Land JV, LLC (the "Sole
Member") is the Sole Member and Manager of the Debtor. Alpharetta
Lifehope Land HPE, LLC is the Manager of the Sole Member (the "Sole
Member's Manager"). Scott Honan is the Manager of the Sole Member's
Manager.
The Debtor believes there is significant equity in the Property.
The Debtor's schedule A/B estimates that the value of the Property
is $17,270,000.00. Revere is owed approximately $11,270,461.30. The
second position secured lender, Serlyn Properties II, LLC
("Serlyn") is owed approximately $1,897,151.00.
On March 30, 2023, the Debtor, Revere, and Serlyn Properties II,
LLC entered into a Consent Order on Revere's Motion for Relief from
Stay. The terms of the Consent Order are fully incorporated herein.
Pursuant to the Consent Order, if Revere and Serlyn Properties II,
LLC are not paid in full by June 28, 2023, the Debtor will, within
7 days, file the requisite pleadings and related documents to
initiate a sale of the Property under 11 U.S.C. 363(f).
Under the Plan, Class 4 General Unsecured Claims are unimpaired.
The Debtor does not anticipate any General Unsecured Claims, and
none have been filed thus far. To the extent any General Unsecured
Claims exist, the Debtor proposes to pay General Unsecured Claims
with post-petition interest in full on the Effective Date.
The cash distributions contemplated by the Plan will be funded by
cash generated from Polyregen Biosciences Atlanta, LLC ("PBA")
Deal.
The Debtor has secured a Ground Lease Term Sheet with PBA whereby
PBA will purchase 6.55 acres of the Property (the "Purchased
Property") and lease the Purchased Property back to the Debtor via
a Ground Lease. The due diligence period under the Ground Lease
Term Sheet is 60 days and the Debtor anticipates that the
sale/leaseback will close within 75 days of the date of this
Disclosure Statement.
The Debtor has also secured a Loan Commitment Term Sheet with PBA
whereby PBA will provide a loan in exchange for a first-position
security interest in the remaining 20 acres of the Property (the
"Loan Collateral"). The Debtor also anticipates the loan closing
within 75 days of this disclosure statement. As the Loan
Commitment Term Sheet indicates, the Property has been appraised
three times in the past four years. The appraisals all show that
the Loan Collateral is valued at $13,000,000, thereby meeting the
20% loan-to-value ratio that PBA requested.
PBA plans to close the sale/leaseback and the loan at the same
time, which will generate $15,000,000, which will pay off both of
the secured lenders on the Property as well as any outstanding
property taxes.
Attorneys for the Debtor:
William A. Rountree, Esq.
Will Geer, Esq.
Elizabeth Childers, Esq.
ROUNTREE LEITMAN KLEIN & GEER, LLC
Century Plaza I, 2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Tel: (404) 584-1238
E-mail: wrountree@rlklglaw.com
wgeer@rlklglaw.com
echilders@rlkglaw.com
A copy of the Disclosure Statement dated May 31, 2023, is available
at bit.ly/45G9jLz from PacerMonitor.com.
About Alpharetta Lifehope Land SPE
Alpharetta Lifehope Land SPE, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Alpharetta Lifehope Land SPE filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga.
Case No. 22-59887) on Dec. 5, 2022. The petition was signed by
Scott Honan as manager. At the time of the filing, the Debtor
listed up to $50,000 in assets and $10 million to $50 million in
liabilities.
Judge Paul W. Bonapfel oversees the case.
Rountree Leitman Klein & Geer, LLC, represents the Debtor.
AMERICANAS SA: Ex-CEO Rial Becomes Defendant in CVM Probe
---------------------------------------------------------
Taís Fuoco of Bloomberg News reports that Brazilian securities
regulator known as CVM filed the first charge in one of several
cases involving Americanas. In the process, former CEO Sergio Rial
and Joao Guerra Duarte Neto, who replaced Rial on an interim basis
became defendants, said O Globo citing the decision.
The probe refers to the way Americanas communicated its 20 billion
reais accounting shortfall to the market, through a material fact
considered confusing and with a conference call to which many
investors did not have access.
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.
ANOINTED SECURITY: Taps Carmen Mercado Rosa as Office Administrator
-------------------------------------------------------------------
Anointed Security Services Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Carmen
Mercado Rosa, an individual based in Puerto Rico, as its office
administrator.
Ms. Mercado Rosa will render these services:
(a) actively manage the Debtor's office, payroll and the
operation of its business, and supervise the management of its
property;
(b) prepare all administrative matters necessary for a
security firm; and
(c) perform other administrative services.
Ms. Mercado Rosa will be compensated at ordinary rates of $1,000
per month, with payment of all obligatory tax and payroll
deductions.
Ms. Mercado Rosa disclosed in a court filing that she is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
About Anointed Security Services
Anointed Security Services, Inc. has been in the business of
providing security services to its clients since 2011.
Anointed Security Services sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-00365)
on Feb. 10, 2023, with $100,001 to $500,000 in both assets and
liabilities. Judge Mildred Caban Flores oversees the case.
Hector J. Figueroa Vincenty, Esq., at El Bufete Del Pueblo, PSC
represents the Debtor as counsel.
APOLLO COMMERCIAL: Moody's Cuts Sr. Secured Credit Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service has downgraded Apollo Commercial Real
Estate Finance, Inc.'s (ARI) long-term senior secured credit rating
to Ba3 from Ba2. Moody's has also affirmed ARI's Ba3 corporate
family rating. The outlook remains stable.
While the affirmation of the Ba3 long-term CFR resulted from
Moody's unchanged view of the company's standalone assessment, the
downgrade of the long-term senior secured rating to Ba3 from Ba2
reflects lower protection to senior creditors because of a
declining amount of junior debt. The amount outstanding on ARI's
convertible notes, which are subordinate to ARI's senior
obligations, has been declining following the redemption of 2017
notes last August and will decline further following the redemption
of the 2018 notes in October 2023.
RATINGS RATIONALE
The downgrade of the long-term senior secured rating to Ba3 from
Ba2 follows the declining balance of the convertible notes, which
no longer provide as much protection to senior secured creditors.
Last August, ARI redeemed its 2017 convertible notes which had a
$345 million balance and its $230 million convertible notes, which
were originally issued in 2018, had a balance of $222.9 million as
of March 31, 2023 and are set to mature on October 15, 2023.
Moody's expects ARI will use cash or its corporate revolver to
redeem the remaining amount of the notes since the capital markets
are unlikely to provide new financing at attractive rates.
The affirmation of ARI's Ba3 long-term CFR reflects the company's
strong capitalization and below peer exposure to office properties.
Moody's also view ARI's affiliation with its external manager,
Apollo Global Management, LLC (Apollo), as a credit strength
because it supports the sourcing, evaluation and risk management of
investments. At the same time, Moody's expects ARI's asset quality
will continue to be challenged by a deterioration in the operating
environment for non-bank commercial real estate (CRE) lenders
stemming from higher interest rates, tightening credit conditions,
and uncertainty surrounding the future of office properties. The
rating also considers ARI's concentration in CRE lending, its
exposure to the volatile hotel and retail sectors, and its high
reliance on confidence-sensitive secured funding that encumbers its
earnings assets and limits its access to the unsecured debt
markets.
ARI is well capitalized with a tangible common equity to tangible
managed assets (TCE/TMA) ratio of 24.7% as of March 31, 2023.
TCE/TMA grew slightly in the first quarter as loan payoffs exceeded
new commitments. Gross loans declined to $8.5 billion as of March
31, 2023 from $8.7 billion as of December 31, 2022, an 9%
annualized decline. We view the more cautious strategy favorably
since Moody's has a negative outlook on the sector and a shrinking
balance sheet should provide ARI with more financial flexibility.
Nevertheless, ARI's asset quality remains a challenge, although it
has shown steady improvement over the past five quarters. Loans
with a rating of '5', ARI's lowest internal risk rating, fell to
4.7% of gross loans as of March 31, 2023 from 7.9% as of December
31, 2021 as the company sold or restructured more of its problem
loans. As of March 31, 2023, ARI had five loans (out of 55 loans)
rated '4' or '5'. Positively, ARI has a below-peer-median office
portfolio (18% of total) and over half is located in Europe, which
has seen better return-to-office trends and lower vacancies than in
the US. ARI's asset-specific reserve was $133.5 million (157 bps of
gross loans) and its general reserve $35 million (41 bps) as of
March 31, 2023.
The company's reliance on secured funding weighs on the credit
profile. ARI's secured debt to gross tangible assets ratio rose to
71.2% as of March 31, 2023 from to 61.5% at the end of 2021.
Moody's views a high level of secured debt as credit negative
because it encumbers earning assets and limits financial
flexibility in challenging operating environments. Although ARI's
facilities are generally term matched, the company has significant
maturities in 2026, which Moody's expects it will address well
ahead of maturity.
The stable outlook reflects Moody's view that despite expected
weakening in asset quality and profitability, ARI's capital
position and funding profile will remain stable and supportive of
the company credit profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
ARI's ratings could be upgraded if the company: (1) continues to
show sustainable improvement in problem loans; (2) improves its
funding profile by reducing its reliance on confidence-sensitive
short-term funding while increasing creditor diversification; (3)
reduces debt maturity concentrations; and (4) continues to execute
its existing strategy with strong capital levels.
ARI's ratings could be downgraded if the company: (1) experiences a
material weakening in profitability as a result of higher problem
loans; (2) weakens its capital position; or (3) if its funding
position becomes more strained due to a higher reliance on secured
sources or challenges addressing debt maturities.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
ARK LABORATORY: Court OKs Cash Collateral Use on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, authorized Ark Laboratory, LLC to use cash
collateral on a final basis in accordance with the budget, with a
10% variance.
The Debtor requires the use of cash collateral to pay normal
operating expenses.
Comerica Bank asserts the Debtor owes it $6.7 million under a
Master Revolving Note executed by the Debtor on February 28, 2022.
The indebtedness under the Prepetition Revolving Note as of the
Petition Date includes principal of $6.4 million, interest of
$23,360, plus accrued and accruing interest, costs, fees and
expenses.
The Bank asserts the Prepetition Indebtedness is secured by all of
the Debtor's assets.
The Debtor is also obligated to The Peninsula Fund VII Limited
Partnership under a Note Purchase Agreement and other loan and
collateral documents. Under a Senior Subordination Agreement dated
January 19, 2021, the Bank's security interest in the Prepetition
Collateral is senior to Peninsula's security interest in the same.
Under a Merchant Cash Advance Agreement dated March 10, 2023,
Diesel Funding LLC advanced funds to the Debtor characterized as a
purchase from the Debtor of certain future receivables.
Auxo Investment Partners, LLC acquired by purchase and assignment
on June 2, 2023 as the successor in interest to the Prepetition
Indebtedness owed by the Debtor to (i) Comerica under the
Prepetition Loan Documents and (ii) Peninsula under the Subordinate
Loan Documents.
As adequate protection, the Bank is granted a continuing and
replacement security interest and lien to the same extent, validity
and priority as existed on the Petition Date in all of the property
of the Debtor.
To the extent of any diminution in the value of Peninsula's
interest in its collateral, the Subordinate Lender is granted a
continuing and replacement security interest and lien in all of the
Collateral to the same extent, validity and priority as existed on
the Petition Date; provided, however, the Subordinate Lender's lien
and interest in the Collateral under the Order is junior to the
Bank's liens and interests.
Objections regarding entry of the Interim Cash Collateral Order
were filed by the Official Committee of Unsecured Creditors, the
Office of the U.S. Trustee and McLaren Medical Laboratory. The
Budget provides that McLaren will receive a weekly payment of
$13,035 per week, which will be allocated as follows: (i) up to
$7,500 to be applied to current, weekly laboratory fees, which
weekly laboratory services shall not exceed fees of $7,500 per
week, and (ii) the balance will be applied to the accrued but
unpaid postpetition laboratory fees owed to McLaren. In the event
the Debtor determines that it needs to contract with McLaren for an
amount greater than $7,500 in any given week, the Debtor may do so,
provided that such additional amount is paid by the following week,
in addition to the presently weekly budgeted amount of $13,035. In
the event this budgeted amount does not satisfy the Debtor's
postpetition accrued administrative expenses to McLaren, Auxo
agrees to satisfy any unpaid amount, as if same were specifically
budgeted.
A copy of the order is available at https://urlcurt.com/u?l=fRxu4G
from PacerMonitor.com.
About Ark Laboratory, LLC
Ark Laboratory, LLC owns and operates a medical laboratory. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. Mich. Case No. 23-43403) on April 12, 2023. The
petition was signed by James Grossi, its principal. In its
schedules, the Debtor disclosed $11,096,191 in total assets and
$32,057,267 in total liabilities.
Judge Maria L. Oxholm oversees the case.
Robert N. Bassel, Esq., represents the Debtor as legal counsel.
ART OF MEDICINE: Aaron Cohen Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., as
Subchapter V trustee for Art of Medicine, P.A.
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
Tel: (904) 389-7277
Email: aaron@arcohenlaw.com
About Art of Medicine
Art of Medicine, P.A. is a Jacksonville, Fla.-based primary care
and internal medicine health care provider serving approximately
2,500 patients under the care of its founder and owner, Dr. Eduardo
Balbona.
Art of Medicine filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01270) on June 1,
2023, with $100,001 to $500,000 in assets and $1 million to $10
million in liabilities. Eduardo Jose Balbona, director, signed the
petition.
Judge Jacob A. Brown oversees the case.
William B. McDaniel, Esq., at Lansing Roy PA, represents the Debtor
as legal counsel.
ART OF MEDICINE: Court OKs Interim Cash Collateral Access
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized Art of Medicine, P.A. to use cash
collateral on an interim basis in accordance with the budget.
The Debtor requires the use of cash collateral to continue
operations.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the US
Trustee for quarterly fees; (b) the current and necessary expenses
set forth in the budget, plus an amount not to exceed 10% for each
line item; and (c) additional amounts as may be expressly approved
in writing by the U.S. Small Business Administration.
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.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditor.
A continued hearing on the matter is set for July 11, 2023 at 3
p.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=T2DOA8 from PacerMonitor.com.
The Debtor projects total operational expenses, on a monthly basis,
as follows:
$31,681 for June 2023;
$31,645 for July 2023;
$30,346 for August 2023;
$41,171 for September 2023; and
$33,831 for October 2023.
About Art of Medicine, P.A.
Art of Medicine, P.A. is a Jacksonville, Florida-based primary
care/internal medicine health care provider currently serving
approximately 2,500 patients under the care of the Debtor's founder
and owner, Dr. Eduardo Balbona.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01270) on June 1.
2023. In the petition signed by Eduardo Jose Balbona, director, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Jacob A. Brown oversees the case.
William B. McDaniel, Esq., at Lansing Roy PA, represents the Debtor
as legal counsel.
ASTRA ACQUISITION: S&P Downgrades ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Astra
Acquisition Corp.'s (doing business as Anthology) to 'CCC+' from
'B-'. At the same time, S&P lowered its issue-level rating on the
company's senior secured debt to 'B-' from 'B'.
The negative outlook reflects S&P's expectation that Anthology will
generate negative FOCF in fiscal year 2023 and fiscal 2024. The
negative outlook also incorporates the potential that the company
may struggle to improve its business fundamentals, reduce its
leverage, and improve cash flow metrics, thereby increasing the
risk of a default or distressed debt transaction.
S&P said, "We expect Anthology to report negative FOCF in fiscal
years 2023 and 2024. The company's performance remains challenged
since its acquisition of Blackboard in late 2021. Anthology
continues to generate negative FOCF due to a combination of
accelerated investment in Blackboard's products (to address tech
debt in its LMS portfolio), higher interest expenses, and weakening
revenue. We now expect the company will generate negative FOCF of
about $100 million in fiscal year 2023, though we note about $40
million of this FOCF usage will be for a one-time tax payment
related to its asset divestments." Anthology plans to generate
about $50 million of synergies from the integration of Blackboard,
which will likely cause its leverage to improve to the 13x area in
fiscal year 2024.
Absent revenue growth or additional cost cuts, the company's
capital structure appears unsustainable. S&P said, "Although we
expect Anthology will expand its EBITDA to about $90 million in
fiscal year 2024 (from under $50 million in fiscal year 2023)
through the realization of cost synergies and the roll-off of
one-time integration costs, we expect it will generated negative
FOCF of $35 million in fiscal year 2024. Without an equity
infusion, asset sale, or further improvement in its cost structure
(beyond our base-case assumptions), we believe its capital
structure will be unsustainable over the longer term."
S&P said, "The negative outlook reflects our expectation that
Anthology will generate negative FOCF in fiscal year 2023 and
fiscal 2024. The negative outlook also incorporates the potential
that the company may struggle to improve its business fundamentals,
reduce its leverage, and improve cash flow metrics, thereby
increasing the risk of a default or distressed debt transaction."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Anthology, as is the
case for most rated entities owned by private-equity sponsors. We
believe its highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of its
controlling owners. This also reflects private-equity owners'
generally finite holding periods and focus on maximizing
shareholder returns."
ATH SPORTS: Court OKs Final Cash Collateral Access
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii authorized ATH
Sports Nutrition LLC to use cash collateral on a final basis in
accordance with the budget.
The Debtor requires the use of cash collateral to continue
operating its business.
The Court said the Debtor's cash collateral budget will include
$1,500 per month for projected Subchapter V Trustee fees and
expenses from the petition date to and including the month of
confirmation of a Chapter 11 plan. The Debtor will deposit $1,500
every month, beginning on the first day of the month immediately
after the petition was filed on May 15, 2023, beginning on June 1,
2023, and continuing monthly thereafter on the first of the month,
until the date a confirmation order is entered, or the case is
dismissed or converted, into a separate debtor-in-possession bank
account designated specifically to fund the Subchapter V Trustee's
projected compensation.
The Debtor is also directed to pay up to $200 for the Trustee's
bond, upon request by the Subchapter V Trustee or the U.S. Trustee,
which amount will not be counted against the budget limits.
As previously reported by the Troubled Company Reporter, two
creditors are identified in the UCC Report: the Small Business
Administration and SellersFunding.
ATH proposed to provide adequate protection for the use of cash
collateral by providing the Prepetition Secured Lenders with:
a. Adequate Protection Payments to the SBA. The Debtor
proposed to continue to make full debt service payments to the SBA
in the amount of $2,501 per month.
b. Replacement Liens. The Debtor proposed to grant the
Prepetition Secured Creditor replacement liens in the estate's
postpetition assets, and the proceeds thereof, to the same extent
and priority as any lien held by the Prepetition Secured Creditor
in the Pre-Petition Collateral as of the Petition Date, limited to
the amount of Pre-Petition Collateral as of the Petition Date. The
Replacement Liens would thus be granted with the same validity and
priority and to the same extent and as the Prepetition Secured
Creditor's prepetition liens, and would be subject to the same
rights and challenges by or on behalf of ATH. The Replacement Liens
will be valid, perfected and enforceable against the Replacement
Collateral without further filing or recording of any document or
instrument or the taking of any further action.
A copy of the motion is available at https://urlcurt.com/u?l=wTYZYi
from PacerMonitor.com.
About ATH Sports Nutrition LLC
ATH Sports Nutrition LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 23-00362) on May
15, 2023. In the petition signed by Stuart Kanaloa Kam, member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Robert J. Faris oversees the case.
Allison A. Ito, Esq., at Choi & Ito, represents the Debtor as legal
counsel.
B GSE GROUP: Seeks to Hire Iron Horse as Auctioneer
---------------------------------------------------
B GSE Group, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of North Carolina to employ Iron Horse Auction
Co., Inc.
The Debtor needs an auctioneer to assist in the sale of tangible
personal property of the Debtor's bankruptcy estate.
Iron Horse shall be compensated as follows: a 15 percent commission
on property that brings $0 to $5,000; a 10 percent commission on
property that brings $5,000.01 to $15,000; and a 5 percent
commission on property that brings $15,000.01 or higher.
Iron Horse shall have the right to charge a buyer's premium of 15
percent on all property purchases, which shall be the property of
Iron Horse. All advertising and promotions will be conducted by
Auction Promotions Unlimited, the in-house advertising agency of
Iron Horse. The advertising budget should not exceed $5,000, which
is an expense of the Debtor to be paid from the auction proceeds.
William Lilly, Jr., a member at Iron Horse Auction, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
William B. Lilly, Jr.
Iron Horse Auction Co., Inc.
174 Airport Rd.
Rockingham, NC 28379
Telephone: (910) 997-2248
About B GSE Group
B GSE Group LLC, doing business as Bullerdick GSE LLC, delivers
turnkey system solutions to Military and Commercial airport
terminals, ramps, and hangars around the globe -- cutting capital
maintenance costs, saving time, and reducing fuel consumption.
B GSE Group LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
23-30013) on Jan. 6, 2023. In the petition filed by Mark Allen,
manager, the Debtor reported assets and liabilities between $1
million and $10 million. David Schilli has been appointed as
Subchapter V trustee.
Judge J. Craig Whitley oversees the case.
The Debtor is represented by Richard S. Wright, Esq., at Moon
Wright & Houston, PLLC. Rory D. Whelehan, Esq., at the Whelehan Law
Firm, LLC, is the chief restructuring officer.
BANYAN CAY: Affiliate Seeks to Extend Plan Exclusivity to July 27
-----------------------------------------------------------------
Banyan Cay Mezzanine Borrower, LLC asks the U.S. Bankruptcy Court
for the Southern District of Florida to extend the deadline within
which it has the exclusive right to file a chapter 11 plan to July
27, 2023, to confirm with the Jointly Administered Debtors.
The "Jointly Administered Debtors" are: (i) Banyan Cay Investment,
LLC; (ii) Banyan Cay Mezzanine Borrower, LLC; (iii) Banyan Cay
Resort & Golf LLC; (iv) Banyan Cay Dev. LLC; (v) Banyan Cay Villas,
LLC; and (vi) Banyan Cay Maintenance, LLC.
Banyan Cay Mezzanine's sole assets are its membership interests in
its subsidiaries, each a Jointly Administered Debtor, and therefore
its reorganization is entwined with that of the Jointly
Administered Debtors. Because substantially all of the Jointly
Administered Debtors' assets are held by the Debtor's subsidiaries,
the Debtor submits that the requisite cause exists for extending
its exclusivity period to conform with the Jointly Administered
Exclusivity Period.
Pursuant to section 1121(b) of the Bankruptcy Code, the time period
in which the Debtor has the exclusive right to file a Chapter 11
plan is set to expire on June 16, 2023.
The Debtor is represented by:
Joseph A. Pack, Esq.
Jessey J. Krehl, Esq.
PACK LAW
51 Northeast 24th Street, Suite 108
Miami, FL 33137
Telephone: (305) 916-4500
E-mail: joe@packlaw.com
jessey@packlaw.com
About Banyan Cay Resort & Golf
Banyan Cay Resort & Golf, LLC, and affiliates operate resorts and
golf clubs. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12386) on March
29, 2023. In the petition signed by Gerard A. McHale, McHale,
P.A., proposed chief restructuring officer, the Debtors disclosed
up to $500 million in both assets and liabilities.
Banyan Cay Mezzanine Borrower, LLC, filed a separate Chapter 11
petition (Bankr. S.D. Fla. Case No. 23-11281) on Feb. 17, 2023,
with $1 million to $10 million in both assets and liabilities. Kim
A. Pillar, manager, signed the petition.
Judge Erik P. Kimball oversees the cases.
The Debtors tapped Joseph A. Pack, Esq., at Pack Law, P.A. as
bankruptcy counsel and McHale, P.A. as restructuring advisor.
Gerard McHale, a partner at McHale, serves as the Debtors' chief
restructuring officer. Keen-Summit Capital Partners LLC serves as
marketing agent and broker for the Debtors.
On June 11, 2023, the Debtors filed a Chapter 11 Plan and
Disclosure Statement.
BARTECH GROUP: Court OKs Cash Collateral Access Thru July 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized the BarTech Group of Illinois, Inc. to
use cash collateral on a further interim basis through July 21,
2023, substantially in accordance with the budget.
BarTech is authorized to continue using cash collateral to pay all
expenses the Debtor incurred in the operation of their ongoing
business post-petition -- or if incurred pre-petition, those
expenditures authorized by a specific Court order -- pending the
final hearing on the Motion.
The final hearing on the matter is set for July 19 at 10 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=rdNhsU from PacerMonitor.com.
About The BarTech Group of Illinois Inc.
The BarTech Group of Illinois Inc. -- https://www.bartechgroup.biz
-- is an MBE- and DBE-certified electrical construction
contractor.
The BarTech Group of Illinois Inc. filed a petition for relief
under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case No. 22-10945) on Sept. 23, 2022. In the petition
filed by Dwayne Barlow, as president, the Debtor reported assets
between $500,000 and $1 million and estimated liabilities between
$1 million and $10 million.
William B. Avellone has been appointed as Subchapter V trustee.
Judge Timothy A. Barnes oversees the case.
Alan L. Braunstein, Esq., at Riemer Braunstein LLP is the Debtor's
counsel. Ringold Financial Management Services, Inc., is the
financial advisor.
BLACKSTONE MORTGAGE: Moody's Cuts CFR & Senior Secured Debt to Ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded Blackstone Mortgage Trust,
Inc.'s (BXMT) corporate family rating and senior secured credit
rating to Ba3 from Ba2. Following the rating action, the outlook
remains stable.
RATINGS RATIONALE
The downgrade of BXMT's ratings follows a sustained decline in the
company's capitalization and a significant concentration in
commercial real estate (CRE) loans secured by office properties,
which has contributed to the recent rise in non-accrual loans.
Moody's expects BXMT's asset quality to be challenged by a
deterioration in the operating environment for non-bank CRE lenders
stemming from higher interest rates, tightening credit conditions,
and uncertainty surrounding the future of office properties.
The company's use of secured funding has also steadily risen and
provides less financial flexibility in times of stress.
BXMT's capitalization, measured as tangible common equity to
tangible managed assets (TCE/TMA), has steadily declined over the
past two years and is currently the weakest of the rated non-bank
CRE lenders. The company's TCE/TMA ratio was 18% as of March 31,
2023, down from 20.3% as of December 31, 2021 and 23% as of
December 31, 2020. The decline in capitalization is largely
attributable to rapid loan growth, with TMA reaching $25.4 billion
as of March 31, 2023 from $17 billion as of December 31, 2020, a
49% increase. Over the same period, TCE grew to $4.6 billion from
$3.9 billion, only a 17% increase.
BXMT's asset quality has also deteriorated over the past few
quarters, with loans that have an internal risk rating of '5'
rising to 4.01% as of March 31, 2023 from 1.17% as of September 30,
2022. As of March 31, 2023, BXMT had 19 loans (out of 199 loans)
rated '4' or '5', led by office (9) and hospitality (5) loans.
Although BXMT has lowered its office-backed loans to 34% of total
loans as of March 31, 2023, the company still has the largest
concentration to this sector relative to peers. Moody's views the
combined office and hospitality (19%) concentration of 53% of total
loans as having elevated risk factors heading into an economic
downturn, especially due to declining office values and the
procyclicality of hospitality.
To prepare for this growing risk, BXMT increased its asset-specific
reserve to $197.3 million (79 bps of gross loans) and its general
reserve to $155.1 million (62 bps) as of March 31, 2023, from $54.4
million (22 bps) and $98.8 (40 bps), respectively, as of September
30, 2022. Management estimates that, on average, its most
challenged office loans now have reserves of approximately 20% of
their carrying value. BXMT's operating history, which is longer
than most peers and spans previous industry cycles, is credit
positive. Additional mitigants include the portfolio's low
loan-to-value ratios, BXMT's focus on Class A properties, and its
exposure to international markets that have shown stronger return
to office trends than the US. Approximately 9% of BXMT's total
loans are office loans are located internationally.
The company's reliance on secured funding also weighs on the credit
profile. BXMT's secured debt to gross tangible assets ratio rose to
75.9% as of March 31, 2023 from 70.2% at the end of 2020. Moody's
views a high level of secured debt as credit negative because it
encumbers earning assets and limits financial flexibility in
challenging operating environments.
BXMT's Ba3 long-term senior secured credit rating is reflective of
the notes' priority ranking in BXMT's capital structure.
The stable outlook reflects Moody's view that despite expected
weakening in asset quality and profitability, BXMT's capital
position and funding profile will remain stable and supportive of
the company credit profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
BXMT's ratings could be upgraded if the company: 1) strengthens its
capital position; 2) reduces its problem loans and exposure to
office properties without increasing portfolio risk; 3) reduces its
ratio of secured debt to total assets below 70%; and 4)
demonstrates predictable profitability and asset quality that
compare favorably with peers.
BXMT's ratings could be downgraded if the company: 1) experiences a
continued sizable deterioration in asset quality, leading to
outsized losses; 2) further weakens its capitalization; or 3)
shrinks the amount of funding available under secured borrowing
facilities, its primary liquidity source.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
BOY SCOUTS: Waukesha County Camp Sold to Potawatomi Tribe
---------------------------------------------------------
Tom Daykin of the Milwaukee Journal Sentinel reports that a
recently closed Boy Scout camp in Waukesha County has been sold to
the Forest County Potawatomi Community for $6.5 million.
The tribe doesn't yet have specific plans for the site, which
includes a Native American mound.
The 292.5-acre wooded property, at 37516 Forest Drive, Summit, is
the former Indian Mound Scout Reservation. It is just north of
Interstate 94 and is on Silver Lake's southern shore.
Indian Mound, founded in 1917, was operated by the Milwaukee-based
Three Harbors Council of Boy Scouts of America. It includes cabins,
camp sites, picnic shelter, fire bowl and a 250-seat dining hall,
according to the council's web site.
The camp closed after last year's season, with a gathering there in
August to "honor the camp that has meant so much to thousands of
Scouts and Scouters throughout its long history," the web site
said.
The council still operates Camp Oh-Da-Ko-Ta, near Burlington.
The difficult decision to close Indian Mound was driven by a need
to cut costs.
Three Harbors Council paid $3,685,000 to the BSA Settlement Trust
for survivors of abuse in Scouting, according to the website. That
trust was formed through BSA's Chapter 11 bankruptcy
reorganization.
With that payment looming, the council reviewed its two camps.
"In addition to the financial considerations of our contribution to
the BSA Settlement Trust for survivors of abuse, the board's
committee reviewed multiple factors including camp usage, programs,
facilities, and current and future Scouting membership trends," the
council web site said.
"The decision to sell the camp was a necessary and important step
as we support survivors of abuse in Scouting and continue our
important mission," said Andrew Hardin, Three Harbors Council
executive director, in a statement.
Three other Scout camps in Wisconsin, owned by other local councils
in Wisconsin and Illinois, have been sold to support payments to
the BSA Settlement Trust. Wisconsin and Michigan's Upper Peninsula
still have 13 Scout camps.
Indian Mound is named after the Native American mound near the
dining hall.
"While our reservation today is in Forest County, the Potawatomi
continue to have a strong connection to our treaty homelands in
southeast Wisconsin. Places like Waukesha, Oconomowoc, and Muskego
are all named after Potawatomi words, and all places our tribe
considers home," said Forest County Potawatomi Chairman James
Crawford, in a statement.
"We are excited about the opportunity to acquire this property and
enhance our presence on our treaty homelands," he said.
The camp also carries a lot of memories for people like Doug Reed,
who helped organize last August's gathering. Reed, of Milwaukee,
first went camping at Indian Mound at the age of 7.
"It gave us an opportunity to experience scouting, experience the
outdoors," Reed said. "It's difficult to say goodbye to places like
these."
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOY SCOUTS: White & Case Seeks $70.4-Mil. in Fees
-------------------------------------------------
Evan Ochsner of Bloomberg Law reports that White & Case LLP is
seeking court clearance to charge the Boy Scouts of America $70.4
million for representing the organization in its bankruptcy over
two and a half years, court records show.
The law firm, which has served as lead counsel to the youth
organization since September 2020, is also seeking to be reimbursed
$2.7 million in expenses, according to an application for
compensation filed Monday, June 5, 2023, in the US Bankruptcy Court
for the District of Delaware.
The firm said it spent more than 72,500 hours working on the
Chapter 11 case, which was filed in 2020 to resolve claims that Boy
Scout troop leaders sexually abused scouts.
Multiple lawyers at the firm billed more than $1,000 per hour for
the case. Blair Warner, an associate in the firm's restructuring
practice, charged the most overall of any lawyer at the firm,
billing $5.2 million for more than 5,000 hours.
Bankruptcy experts and victims advocates have been critical of fees
charged by law firms and other services, particularly in large tort
cases. They say money paid to those firms could instead be going to
survivors.
Sidley Austin, also representing BSA, asked the court to approve
$11.2 million in final fees for its work from February 2021 through
April 2023.
Firms representing abuse victims also stand to make millions.
Pachulski Stang Ziehl & Jones LLP asked the court to approve $38
million in fees for its work representing the primary victim group
in the bankruptcy from March 2020 through April 2023.
Brown Rudnick LLP, which served as co-counsel for the Coalition of
Abused Scouts for Justice, asked the court to approve $12.5 million
in fees. The firm is billing for its services provided to the
survivor group from July 2020 through October 2022.
The firm says it spent 11,753 hours working on the case. Partners
Eric Goodman and David Molton provided services worth more than $8
million combined, court filings show.
Financial services firm AlixPartners is asking the court to approve
$5.7 million in fees for services to the Unsecured Creditors
Committee. Kramer Levin Naftalis & Frankel LLP seeks $6.3 million
for its work on behalf of the Unsecured Creditors Committee.
Multiple firms tacked on additional fees for the time it took to
file their fee applications or respond to a court-appointed fee
examiner.
Pachulski added an additional $10,000 for fees "to be incurred in
responding to inquiries from the Fee Examiner and preparing for the
final fee hearing."
Brown Rudnick noted that it charged an additional $28,000 for the
36 hours it took to prepare its fee statement.
Rucki Fee Review, which was appointed by the court to be the fee
examiner in the BSA case, chopped hundreds of thousands of dollars
from some firms' fee requests. But, its services, too, come at a
price: $1.2 million.
That includes a "voluntary reduction" of $10,000, but also $4,648
for the time it took to prepare its own fee applications.
The case is Boy Scouts of America, Bankr. D. Del., Final Fee
Application, 20-10343, 6/5/23.
About Boy Scouts of America
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship, character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets and at least $500 million in liabilities as of
the bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
and Alvarez & Marsal North America, LLC, as financial advisor. Omni
Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP, while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BUSHWICK BEER: Court OKs Cash Collateral Access Thru June 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Bushwick Beer Garden LLC, d/b/a Rebel Cafe & Garden, to
use cash collateral on an interim basis in accordance with the
budget, through June 30, 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
As adequate protection, the Lenders are granted an administrative
claim against the Debtor and its estate under 11 U.S.C. sections
503(b), 507(a)(2) and 507(b) solely as to the extent of any
diminution in the value of the collateral during the case. The
Replacement Liens will constitute valid, binding, enforceable, and
duly perfected replacement security interests in and liens upon all
currently owned and hereafter acquired property and assets of the
Debtor.
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 a Court order 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 Court order; 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 non-compliance or default will 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 further hearing on the matter is set for June 28, 2023 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=BPye9m
from PacerMonitor.com.
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.
Judge Nancy Hershey Lord oversees the case.
Fred S. Kantrow, Esq., at The Kantrow Law Group, PLLC, represents
the Debtor as legal counsel.
CALERES INC: S&P Upgrades ICR to 'BB-' on Steady Performance
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on
Missouri-based footwear retailer and wholesaler Caleres Inc. to
'BB-' from 'B+' and revised its rating outlook on the company to
stable from positive.
S&P said, "The stable outlook reflects our expectation that the
company will maintain steady operating trends over the next 12
months despite top-line pressure from weakened consumer demand
trends, leading to S&P Global Ratings-adjusted leverage to remain
in the low- to mid-2x range.
"The upgrade reflects our view that the company's S&P Global
Ratings-adjusted leverage will sustain at about mid-2x this year,
moderating toward low-2x in 2024. We expect Caleres' adjusted
leverage to tick up modestly toward mid-2x in 2023, compared with
2.1x at year-end 2022 as EBITDA margins remain pressured from a
moderating yet still volatile operating environment. We project
adjusted EBITDA margins to contract toward low-13% in 2023
(compared to high-14% year over year) driven by item markdowns,
elevated cost pressures, and negative customer traffic trends in
the footwear space. However, improving freight costs and supply
chain headwinds, coupled with management initiatives to optimize
costs by streamlining cost efficiencies through its business
segments, should ease margin pressures going into 2024, leading to
adjusted EBITDA margin improvement toward high-13%. During its
first quarter ended April 29, 2023, Caleres paid down $16 million
under its ABL facility, reducing the amount outstanding to $292
million. We believe Caleres will likely use part of its cash
balance to prioritize paying down more debt, leading to adjusted
leverage improving toward low-2x in 2024. Given our expectation for
sustained credit protection measures and positive cash flow
generation, we revised our financial risk profile assessment to
intermediate from significant.
"We expect Caleres' sales growth to remain pressured through the
remainder of the year, although inventory levels have improved
following elevated clearance activity. During the first quarter,
Caleres' total revenues decreased 9.8%, consisting of an 11%
decline in its brand portfolio segment and a 9.2% decline in its
famous footwear segment. We attribute this to weaker customer
discretionary spending and lower demand from wholesale customers
amid an uncertain macroeconomic environment. We anticipate revenue
to decline modestly in the mid-single-digit percent area in 2023,
driven primarily by weak customer traffic trends in the footwear
space. However, we view Caleres' inventory levels more favorably
relative to peers, resulting in less reliance on promotional
activity or aggressive markdowns to reduce excess inventory."
Caleres' year-over-year inventory levels were down roughly 13% to
$560 million from $644 million as supply chain levels normalized
and the company reduced inventory purchases.
Caleres has adequate liquidity, attributable to positive free
operating cash flow (FOCF) generation, limited debt, and a moderate
financial policy. As of April 29, 2023, Caleres had $32 million of
cash and cash equivalents, with $198 million available under its
ABL facility after paying down $16 million during the quarter. S&P
said, "We project Caleres will generate positive FOCF of roughly
$30 million-$40 million after capital expenditure (capex) spending
of roughly $65 million for new store developments, remodels,
maintenance, and technology upgrades in the year. We expect
management to maintain dividend payments of $10 million-$15 million
annually but expect the company will limit share repurchases to
conserve cash through an uncertain operating environment. Caleres
operates with limited funded debt and has no immediate maturity,
with its $500 million ABL facility maturing in 2026. We continue to
apply a negative comparable rating analysis modifier, which is a
holistic view of the stand-alone credit profile, given inherent
industry volatility and Caleres' smaller operating scale relative
to larger rated peers in the retail sector."
The stable outlook reflects S&P's expectation that Caleres will
maintain steady operating trends over the next 12 months, despite
top-line pressure from weaker consumer demand trends, leading to
S&P Global Ratings-adjusted leverage of low- to mid-2x.
S&P could lower its ratings on Caleres if it expects adjusted
leverage to sustain at or above 3x. This could happen if:
-- The company sets a more aggressive financial policy, evidenced
by larger shareholder returns (via dividends and repurchases) or
large, debt-funded acquisitions; or
-- Profitability metrics deteriorate at least 200 basis points
below our base, leading to adjusted EBITDA margins of less than
11%.
S&P could raise its ratings on Caleres if the company meaningfully
increases scale, leading to improved operating and profitability
trends. Under this scenario, S&P would also expect:
-- An enhanced omnichannel presence that is less reliant on
brick-and-mortar stores;
-- A broader customer base and more diverse brand portfolio,
particularly within its top brands; and
-- S&P Global Ratings-adjusted leverage sustained below 3x.
ESG credit indicators: E-2, S-2, G-2
CAPITAL G INVESTMENTS: Taps Noble Law Firm as Bankruptcy Counsel
----------------------------------------------------------------
Capital G Investments, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Noble Law Firm
as its bankruptcy counsel.
The Debtor requires legal counsel to:
a. give advice with respect to the powers and duties of the
Debtor and the continued management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c. prepare legal documents;
d. protect the interest of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in the
preparation of a Chapter 11 plan.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
Kenneth Ray Noble, Esq., a partner at Noble Law Firm, disclosed in
a court filing that his firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kenneth Ray Noble, Esq.
Noble Law Firm, P.A.
6830 North Federal Hwy.
Boca Raton, FL 33487
Tel: (561) 353-9300
Email: ray@noblelawfirmpa.com
About Capital G Investments
Capital G Investments, LLC filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 23-14075) on May 24, 2023, with $100,001
to $500,000 in assets and liabilities. Judge Laurel M. Isicoff
oversees the case.
The Debtor tapped Noble Law Firm as its bankruptcy counsel.
CAREVIEW COMMUNICATIONS: Incurs $1.35M Net Loss in First Quarter
----------------------------------------------------------------
Careview Communications, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $1.35 million on $1.78 million of total revenue for the
three months ended March 31, 2023, compared to a net loss of $2.34
million on $2.32 million of total revenue for the three months
ended March 31, 2022.
As of March 31, 2023, the Company had $4.04 million in total
assets, $55.78 million in total liabilities, and a total
stockholders' deficit of $51.74 million.
Careview said, "Management continues to monitor the immediate and
future cash flows needs of the company in a variety of ways which
include forecasted net cash flows from operations, capital
expenditure control, new inventory orders, debt modifications,
increases in sales outreach, streamlining and controlling general
and administrative costs, competitive industry pricing, sale of
equities, debt conversions, new product or services offerings, and
new business partnerships.
"The Company's net losses, cash outflows, and working capital
deficit raise substantial doubt about the Company's ability to
continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1377149/000138713123007364/crvw-10q_033123.htm
About CareView Communications
Headquartered in Lewisville, Texas, CareView Communications, Inc.
-- http://www.care-view.com-- is a provider of products and
on-demand application services for the healthcare industry,
specializing in bedside video monitoring, software tools to improve
hospital communications and operations, and patient education and
entertainment packages.
Careview Communications reported a net loss of $6.04 million for
the year ended Dec. 31, 2022, compared to a net loss of $10.08
million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the
Company had $3.95 million in total assets, $80.61 million in total
liabilities, and a total stockholders' deficit of $76.66 million.
Somerset, New Jersey-based Rosenberg Rich Baker Berman P.A., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated May 19, 2023, citing that the
Company has suffered recurring losses from operations and has
accumulated losses since inception that raise substantial doubt
about its ability to continue as a going concern.
CENTRAL NEW YORK: Michael Brummer Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Michael Brummer as
Subchapter V trustee for Central New York Raceway Park, Inc.
Mr. Brummer will be paid an hourly fee of $225 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Brummer declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael Brummer
168 Farber Lane
Williamsville, New York 14221
Email: Mikebrummer18@gmail.com
Phone: (716) 479-7980
About Central New York
Central New York Raceway Park, Inc. is a privately-owned
corporation, with its principal place of business in Central
Squaret, N.Y., and its principal assets located in Oswego County.
Central New York Raceway Park filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
23-30367) on May 30, 2023, with $1 million to $10 million in assets
and $10 million to $50 million in liabilities. Glenn Donnelly,
president, signed the petition.
Judge Wendy A. Kinsella oversees the case.
Scott J. Bogucki, Esq., at Gleichenhaus, Marchese & Weishaar, P.C.
is the Debtor's legal counsel.
CHARLES LAU DDS: Taps Krekeler Law S.C. as Bankruptcy Counsel
-------------------------------------------------------------
Charles Lau DDS MSD, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Wisconsin to employ Krekeler Law,
S.C. as its legal counsel.
The firm's services include:
(a) consulting with the Debtor's professionals or
representatives about the administration of the Debtor's Chapter 11
case;
(b) preparing and reviewing pleadings, motions and
correspondence regarding the case;
(c) appearing at and being involved in the proceedings before
the court;
(d) advising the Debtor in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtor, the operation of the Debtor's business, and any other
matters relevant to the case;
(e) advising the Debtor of its rights, powers and duties;
(f) advising and assisting the Debtor in the negotiation and
documentation of financing agreements, debt restructurings, cash
collateral arrangements, and related transactions;
(g) reviewing the nature and validity of liens asserted
against the Debtor's property and advising the Debtor concerning
the enforceability of such liens;
(h) advising and assisting the Debtor concerning the actions
that it might take to collect and recover property for the benefit
of the Debtor's estate;
(i) preparing legal documents and reviewing all financial
reports to be filed in the case;
(j) advising the Debtor concerning responses to applications,
motions, pleadings, notices and other legal papers;
(k) counseling the Debtor in connection with any sales outside
the ordinary course of the Debtor's business;
(l) preparing any and all financial statements, balance sheets
and related document to assist the Debtor in preparing and filing
tax returns; and
(n) other necessary legal services.
The firm will be paid at these rates:
J. David Krekeler, Shareholder $408 per hour
Kristin J. Sederholm, Shareholder $275 per hour
John P. Driscoll, Associate Attorney $275 per hour
Associate Attorneys $175 to $275 per hour
Law Clerks $75 per hour
Cheryl Watson, Paralegal $115 per hour
Other Paralegals $115 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor paid the firm an advance payment of $11,604.35.
John Driscoll, Esq., an associate attorney at Krekeler Law,
disclosed in a court filing that his firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John P. Driscoll, Esq.
Krekeler Law, SC
26 Schroeder Court, Suite 300
Madison, WI 53711
Telephone: (608) 258-8555
Facsimile: (608) 258-8299
About Charles Lau DDS MSD
Charles Lau DDS MSD, LLC's business operations consist of a dental
practice, which is the primary source of its income. The company
conducts business under the name Wisconsin Dental Wellness.
Charles Lau DDS MSD sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wis. Case No. 23-10874) on May 25,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. William Wallo of Bakke Norman, S.C. has been
appointed as Subchapter V trustee.
Judge Catherine J. Furay oversees the case.
The Debtor tapped John P. Driscoll, Esq., at Krekeler Law, S.C. as
legal counsel and Lynette Eickhoff, CPA of LME Accounting, LLC as
accountant.
CHUBBY'Z 2 D&D: Amy Denton Mayer Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Amy Denton Mayer as
Subchapter V trustee for Chubby'z 2 D&D Corp. Inc.
Ms. Mayer will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Mayer declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Amy Denton Mayer
10 E. Madison Street, Suite 200
Tampa, FL 33602
Phone: (813)229-0144
Email: amayer@subvtrustee.com
About Chubby'z 2 D&D
Chubby'z 2 D&D Corp. Inc., a company in Port Charlotte, Fla., filed
a petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-00631) on June 1, 2023, with $36,000
in assets and $1,035,589 in liabilities. Daniel Lutinkski, owner,
signed the petition.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law is the Debtor's bankruptcy
counsel.
CLAROS MORTGAGE: Moody's Alters Outlook on 'Ba3' CFR to Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed Claros Mortgage Trust, Inc.
(CMTG) Ba3 corporate family rating and Ba3 senior secured credit
rating. CMTG's outlook has been changed to negative from stable.
RATINGS RATIONALE
CMTG's Ba3 long-term CFR reflects the benefits to creditors from
the company's strong capitalization and solid profitability. The
ratings also reflect the risks from CMTG's concentration in
commercial real estate (CRE) lending, its significant reliance on
confidence-sensitive secured funding, which encumbers certain of
its earning assets limiting its access to the unsecured debt
markets particularly during times of stress, and its limited
operating history through a full credit cycle given the company's
formation in 2015.
The change in outlook to negative reflects the recent deterioration
in CMTG's loan performance. The ratio of problem loans to gross
loans, which measures the proportion of portfolio loans on
non-accrual status, stood at 7.44% as of 31 March 2023, up from
5.58% as of December 31, 2022 and just 0.96% as of September 30,
2022. The rapid deterioration in this metric was driven by three
large loans which moved to non-accrual status in the fourth quarter
of 2022 and the first quarter of 2023. The firm's problem loan
ratio is among the highest in the non-bank CRE lenders peer group.
Moody's expects CMTG's asset quality to be challenged by a
deterioration in the operating environment for non-bank CRE lenders
stemming from higher interest rates, tightening credit conditions,
and uncertainty surrounding the future of office properties.
Nevertheless, a key credit mitigant is the firm's strong
capitalization – the ratio of tangible common equity to tangible
managed assets (TCE/TMA) was 28.8% as of March 31, 2023, which is
the highest among peers. In addition, the firm's ratio of reserves
to gross loans stood at 1.87% as of March 31, 2023, which is also
elevated compared to peers and provides an additional buffer to
absorb losses. The portfolio loan-to-value ratio was approximately
69% as of the same date, providing protection for CMTG in the event
certain borrowers default on their loan obligations.
The firm also maintains solid liquidity, with a cash balance of
$426 million at the end of the first quarter and total available
liquidity (which includes both cash and capacity on credit
facilities) of $555 million. The firm also had a total of $593.5
million in unencumbered assets, though its ability to raise
additional liquidity from the assets depends on lenders'
willingness to finance them.
The firm's refinancing risk is mitigated by a low level of
corporate debt maturities in the next 12-18 months. The largest
such maturity– a $753 million secured term loan – will mature
in 2026 (though with $1.9 million quarterly principal payments due
until maturity). Nevertheless, the firm is highly reliant on
various repurchase facilities with $4.1 billion outstanding as of
March 31, 2023. Finally, CMTG has a relatively low exposure to
office collateral (15% of the total portfolio), the CRE asset class
which has faced the most rapid deterioration as demand for office
space has declined since the onset of the COVID-19 pandemic.
The negative outlook reflects Moody's expectation that CMTG will
continue to experience challenges with respect to asset quality and
funding in the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given the negative outlook, an upgrade is unlikely at this time.
However, the outlook could return to stable if CMTG demonstrates
sustained asset quality improvement. Over time, CMTG's ratings
could be upgraded if the company: 1) improves its funding profile
by reducing its reliance on confidence-sensitive secured
borrowings, 2) increases its business diversification while
maintaining good asset quality, 3) demonstrates strong, predictable
profitability, and 4) maintains high capital levels and low
leverage that compare favorably to peers.
CMTG's ratings could be downgraded if the company: 1) experiences a
material deterioration in asset quality and profitability, or 2)
weakens its capital position significantly.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
CLOVIS ONCOLOGY: Files Second Amended Plan
------------------------------------------
Clovis Oncology, Inc., et al., filed a Second Amended Joint Chapter
11 Plan of Liquidation.
Under the Plan, holders of Class 4 Unsecured Note will receive its
Pro Rata Share (measured by reference to the aggregate amount of
Allowed Claims in Classes 4 and 5A) of the GUC CVRs. Class 4 is
impaired.
Holders of Class 5A U.S. General Unsecured Claims will receive the
Pro Rata Share (measured by reference to the aggregate amount of
Allowed Claims in Classes 4 and 5A) of the GUC CVRs such holder is
entitled to receive under the Liquidation Trust Agreement. Class 5A
is impaired.
Holders of Class 5B U.K. General Unsecured Claims will not receive
or retain any distribution under the Plan on account of such U.K.
General Unsecured Claim. Class 5B is impaired.
Holders of Class 5C Ireland General Unsecured Claims will not
receive or retain any distribution under the Plan on account of
such Ireland General Unsecured Claim. Class 5C is impaired.
GUC CVR means the contingent value rights of holders of (i) Allowed
Unsecured Note Claims, and (ii) Allowed U.S. General Unsecured
Claims, in each case to receive contingent Cash payments pursuant
to this Plan and the GUC CVR Agreement. Ireland General Unsecured
Claim means any General Unsecured Claim against Debtor Clovis
Oncology Ireland Limited. U.K. General Unsecured Claim means any
General Unsecured Claim against Debtor Clovis Oncology UK Limited.
Distributions under the Plan will be funded from cash on hand and
the proceeds of the sales transactions that are received before,
on, or after the Effective Date.
Attorneys for the Debtors:
Rachel C. Strickland, Esq.
Andrew S. Mordkoff, Esq.
Erin C. Ryan, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, NY 10019
Telephone: 212-728-8000
Facsimile: 212-728-8111
- and -
Robert J. Dehney, Esq.
Andrew R. Remming, Esq.
Matthew O. Talmo, Esq.
MORRIS NICHOLS ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor, P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
A copy of the Chapter 11 Plan of Liquidation dated May 31, 2023, is
available at bit.ly/3MGCW6O from Kroll, the claims agent.
About Clovis Oncology
Clovis Oncology, Inc., is an American pharmaceutical company, which
mainly markets products for treatment in oncology. The company is
based in Boulder, Colo.
Clovis Oncology and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No.
22-11292) on Dec. 11, 2022. In the petition signed by Paul E.
Gross, executive vice president and general counsel, Clovis
Oncology disclosed $319,164,834 in assets and $754,564,457 in
liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and
Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners,
LLP as financial advisor; Perella Weinberg Partners, LP as
investment banker; and Ernst & Young, LLP as tax services provider.
Kroll Restructuring Administration, LLC is the claims, noticing and
solicitation agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee tapped
Morrison & Foerster, LLP as lead bankruptcy counsel; Potter
Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North
America, LLC as financial advisor; and Jefferies, LLC as investment
banker.
CLOVIS ONCOLOGY: Regulators, Shareholders Raise Objections to Plan
------------------------------------------------------------------
Clovis Oncology Inc. shareholders and federal watchdogs urged a
Delaware bankruptcy judge to deny approval of the company's
proposed Chapter 11 liquidation plan, unless appropriate amendments
are made to the document.
The Official Committee of Equity Security Holders says parties in
interest have not been provided with adequate information, adequate
notice, or any meaningful opportunity to object to the Plan
Settlement.
"The Disclosure Statement and the Plan contain insufficient
information for Holders of Interests to understand the scope and
consequences of the proposed Plan Settlement. The fundamental
purpose of a disclosure statement is to provide stakeholders with
sufficient information to allow them to make an informed decision
on whether to vote for or against a proposed plan. In re
Indianapolis Downs, LLC, 486 B.R. 286, 293 (Bankr. D. Del. 2013).
The Plan now provides for settlement of the Creditors' Committee
Challenge and Claim Objection, but the Disclosure Statement and
Plan omit fundamental information regarding the nature and
justification for the proposed Plan Settlement that is required by
Bankruptcy Rule 9019," the Equity Holders said.
In its original objection, the Equity Committee took issue with the
Debtors seeking to grant broad "insider" releases of both estate
and third-party causes of action and prematurely foreclose,
forever, the possibility of any recovery by
equity holders in these Chapter 11 Cases.
"The backdrop against which the Debtors seek to grant these
releases, in exchange for no consideration, is critical. In the
last five (5) years the Debtors and certain of their current and
former officers and directors have been the subject of both an
action by the SEC (as defined herein) and a derivative shareholder
action for breach of fiduciary duties. The outcome of these
lawsuits was strongly indicative of the merits of the allegations,
as the settlement resulted over $20 million of liability and
court-imposed governance obligations, including that Clovis
maintain $50 million of coverage for directors' and officers'
insurance. Patrick Mahaffy, who was a defendant in both actions,
has been the CEO of Clovis for the duration of these Chapter 11
Cases, cases in which the SEC has been an active participant. The
Plan offers a clean slate for the Debtors' current and former
management team and board, for no consideration, while imposing an
onerous burden on equity holders to maintain their direct rights of
action. The releases proposed in the Plan are impermissible under
applicable law," the Equity Committee said.
The U.S. Securities and Exchange Commission said confirmation of
the First Amended Plan should be denied, or alternatively, the
Court should submit proposed findings of fact and conclusions of
law to the district court, for de novo review, in accordance with
28 U.S.C. Sec. 157(c)(1).
The SEC says it objects to confirmation of the First Amended Plan
because the Plan impermissibly releases and enjoins claims by
public shareholders (who cannot vote and are deemed to reject the
Plan) against numerous non-debtor persons and entities. According
to the SEC, the release and injunction provisions cannot be
approved by the Court for two reasons:
(1) a shareholder's failure to return an unsolicited form to
opt-out of the release is insufficient to relieve the Debtors from
satisfying the governing standard in this Circuit for third-party
releases, which the Debtors cannot do; and
(2) the Court lacks Constitutional authority to enter a final
order confirming the Plan because the release and enjoining of
state law and other non- bankruptcy claims is not integral to the
Debtors' restructuring.
Meanwhile, the U.S. Trustee raised these objections to the First
Amended Plan:
* The "opt-out" imposed on public shareholders, as a means of
extracting the Third-Party Release from them, is non-consensual; as
a non-consensual release, it fails to meet the exacting standards
for non-consensual releases under applicable caselaw;
* The releases in the First Amended Plan contain hidden,
non-consensual releases through the inclusion of vague language;
* The First Amended Plan impermissibly imposes the Third
Party-Release on a slew of Related Parties who have likely not
received notice of this case, nor the First Amended Plan;
* The First Amended Plan impermissibly treats the distributions
under the Plan as settlements and releases from the applicable
claimants, contrary to the applicable confirmation standards under
Section 1129 of the Code;
* The Exculpation Provision is overly broad;
* The Injunction Provisions is the functional equivalent of a
discharge under section 524(e) of the Code to which the Debtors are
not entitled; and
* The First Amended Plan's reporting and quarterly fee
provisions are insufficient to ensure compliance with 28 U.S.C.
Sec. 1930(a)(6).
About Clovis Oncology
Clovis Oncology, Inc. is an American pharmaceutical company, which
mainly markets products for treatment in oncology. The company is
based in Boulder, Colo.
Clovis Oncology and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No.
22-11292) on Dec. 11, 2022. In the petition signed by Paul E.
Gross, executive vice president and general counsel, Clovis
Oncology disclosed $319,164,834 in assets and $754,564,457 in
liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and
Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners,
LLP as financial advisor; Perella Weinberg Partners, LP as
investment banker; and Ernst & Young, LLP as tax services provider.
Kroll Restructuring Administration, LLC is the claims, noticing
and solicitation agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee tapped
Morrison & Foerster, LLP as lead bankruptcy counsel; Potter
Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North
America, LLC as financial advisor; and Jefferies, LLC as investment
banker.
CLUBHOUSE MEDIA: Posts $2.2 Million Net Loss in First Quarter
-------------------------------------------------------------
Clubhouse Media Group, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.22 million on $1.36 million of net total revenue for the
three months ended March 31, 2023, compared to a net loss of $3.50
million on $813,477 of net total revenue for the three months ended
March 31, 2022.
As of March 31, 2023, the Company had $1.41 million in total
assets, $10.94 million in total liabilities, and a total
stockholders' deficit of $9.53 million. The Company had negative
working capital of $(9,457,692) as of March 31, 2023.
Clubhouse Media said, "These factors among others raise substantial
doubt about the Company's ability to continue as a going concern.
While the Company is attempting to generate additional revenues,
the Company's cash position may not be significant enough to
support the Company's daily operations. Management intends to
raise additional funds by way of a public or private offering.
Management believes that the actions presently being taken to
further implement its business plan and generate revenues provide
the opportunity for the Company to continue as a going concern.
While the Company believes in the viability of its strategy to
generate revenues and in its ability to raise additional funds,
there can be no assurances to that effect. The ability of the
Company to continue as a going concern is dependent upon the
Company's ability to further implement its business plan and
generate revenues."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1389518/000149315223020573/form10-q.htm
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an
influencer-based social media firm and digital talent management
agency. The Company offers management, production and deal-making
services to its handpicked influencers. The Company's management
team consists of successful entrepreneurs with financial, legal,
marketing, and digital content creation expertise.
Clubhouse Media reported a net loss of $7.53 million for the year
ended Dec. 31, 2022, compared to a net loss of $22.24 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$1.24 million in total assets, $8.92 million in total liabilities,
and a total stockholders' deficit of $7.68 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 30, 2023, citing that the
Company has stockholder's deficit, net losses, and negative working
capital. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
CONNECTED FERTILITY: Bankr. Administrator Ordered to Appoint PCO
----------------------------------------------------------------
Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western
District of North Carolina directed the Bankruptcy Administrator to
appoint a patient care ombudsman for Connected Fertility
Monitoring, PLLC.
The bankruptcy judge finds that the provisions of Section 333(a)(1)
of the Bankruptcy Code for appointment of a patient care ombudsman
apply to Connected Fertility after having filed its bankruptcy
petition, indicating that it operates a health care business.
The bankruptcy judge set a June 27 hearing to consider objections
to the appointment.
About Connected Fertility Monitoring
Connected Fertility Monitoring, PLLC filed a Chapter 11 bankruptcy
petition (Bankr. W.D.N.C. Case No. 23-30287) on April 28, 2023,
with as much as $1 million in both assets and liabilities. Judge J.
Craig Whitley oversees the case.
The Debtor is represented by Moon Wright & Houston, PLLC.
CYXTERA TECHNOLOGIES: Wins Approval of 1st Day Motions
------------------------------------------------------
Cyxtera (NASDAQ: CYXT), a provider of data center colocation and
interconnection services, said June 6, 2023, that it has received
approvals from the U.S. Bankruptcy Court for the District of New
Jersey for its "First Day" motions related to the Company's
voluntary Chapter 11 petitions filed on June 4, 2023.
The Court granted interim approval to access up to $54 million of
the $200 million in debtor-in-possession financing from certain of
its term lenders. In addition, Cyxtera obtained interim and final
approvals from the Court for other First Day motions that enable
the Company to continue:
* Paying all employee wages, salaries and benefits;
* Paying vendors and suppliers in full for goods and services
provided on or after the filing date of June 4, 2023; and
* Operating its global platform of highly interconnected data
centers normally, without interruption.
Nelson Fonseca, Cyxtera's CEO, said, "These approvals ensure that
we can continue meeting our business obligations and providing our
customers with uninterrupted innovative services and the highest
levels of support. As we continue building on our recent business
momentum and high demand for our data center platform, we are
concurrently moving forward on our path to pursue new growth
opportunities. I thank our customers and business partners for
their continued support and all of our employees for their
unwavering focus on helping our customers around the world
transform and scale their businesses."
Two-Phase Toggle Approach
As of the Petition Date, the Debtors have approximately 1.020
billion in aggregate outstanding principal and accrued interest for
funded debt obligations:
* Bridge Facility with maturity of May 1, 2024: $50.5 million
* Revolving Credit Facility with maturity of April 2, 2024:
$98.3 million
* 2019 First Lien Term Facility with May 1, 2024 maturity: $97.0
million
* 2017 First Lien Term Facility with May 1, 2024 maturity:
$774.1 million
On May 4, 2023, after extensive, arm's-length negotiations, the
Debtors and the Ad Hoc Group of First Lien Lenders entered into a
Restructuring Support Agreement, by and between the Debtors, the
Consenting Lenders holding approximately 64 percent of the First
Lien Claims, and the Consenting Sponsors. The Restructuring
Support Agreement contemplates a two-phase toggle approach whereby
the Company would continue its out-of-court Marketing Process in
pursuit of a Sale Transaction or toggle to an in-court
restructuring (the "In-Court Restructuring"), pursuant to which the
Company will continue to pursue the Marketing Process or, if such
process does not maximize value for stakeholders, pursue a
standalone recapitalization of its balance sheet (the
"Recapitalization Transaction," and together with the Sale
Transaction, the "Restructuring Transactions").
In connection with the Marketing Process, which remains ongoing,
Guggenheim Securities has contacted seventy-five parties. As of
the Petition Date, the Company has executed thirty-seven
non-disclosure agreements with potential investors and has received
6 letters of intent from potential investors on a whole-company
basis.
Concurrently with entry into the Restructuring Support Agreement,
the Company entered into the Bridge Facility, which provided an
incremental $50 million in liquidity. The Bridge Facility offered
the Company necessary breathing room for the parties to progress
the Marketing Process while preparing for a possible in-court
Recapitalization Transaction. Without the critical funding
provided by the Bridge Facility, the Company would have been unable
to fulfill its interest payment obligations due on the 2017 First
Lien Term Facility, while funding its operations.
Following the execution of the Restructuring Support Agreement and
agreement on the foregoing restructuring terms, the Debtors also
reached an agreement with certain of the Consenting Lenders
regarding the financing that would be necessary to fund the
In-Court Restructuring. The Company seeks approval of a debtor in
possession financing in the form of a $200 million super priority
secured debtor in possession facility, which includes new money
components of up to $150 million in term loans, a "roll-up"
component of $36 million of previously-funded emergency prepetition
loans, and a conversion of $14 million in prepetition obligations
under the Bridge Facility (the "DIP Facility").
About Cyxtera Technologies
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, and AlixPartners LLP as restructuring advisor. Eric Koza,
a partner and managing director of AlixPartners, is the CRO of the
Debtors. Kurtzman Carson Consultants LLC is the noticing and
claims agent.
The ad hoc group of first lien lenders is represented by Gibson,
Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as
financial advisor.
DIXON TOWN HOMES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Dixon Town Homes LLC
2935 Fulton Avenue
Sacramento CA 95821
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 14, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-40682
Judge: Hon. William J. Lafferty
Debtor's Counsel: Lewis Phon, Esq.
LAW OFFICE OF LEWIS PHON
4040 Heaton Court
Antioch CA 94509
Tel: 925 570 8551
Email: lewisphon@att.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Waqar Khan as president.
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/F5LIDEI/Dixon_Town_Homes_LLC__canbke-23-40682__0001.0.pdf?mcid=tGE4TAMA
DOUBLE E: AG Twin Marks $3.04M Loan at 79% Off
----------------------------------------------
AG Twin Brook Capital Income Fund has marked its $3,044,000 loan
extended to Double E Company, LLC to market at $1,017,000 or 33% of
the outstanding amount, as of March 31, 2023, according to a
disclosure contained in AG Twin's Form 10-Q for the Quarterly
Period ended March 31, 2023, filed with the Securities and Exchange
Commission.
AG Twin is a participant in a First Lien Senior Secured Revolving
Loan to Double E Company, LLC. The loan accrues interest at a rate
of 11.04% (S + 6%) per annum. The loan matures on June 21, 2028.
AG Twin Brook Capital Income Fund is a Delaware statutory trust
which was formed on January 27, 2022. AGTB Fund Manager, LLC, a
wholly-owned subsidiary of Angelo, Gordon & Co L.P., serves as the
investment adviser of the Company. The Advisor is registered as an
investment adviser with the U.S. Securities and Exchange Commission
under the Investment Advisers Act of 1940. The Company has elected
to be regulated as a business development company under the
Investment Company Act of 1940. The Company intends to elect to be
treated for federal income tax purposes, and intends to qualify
annually thereafter, as a regulated investment company as defined
under Subchapter M of the Internal Revenue Code of 1986, as
amended.
Double E is a global supplier of high-performance web handling
equipment for the web converting, labeling, and packaging
industries. Founded in West Bridgewater, Massachusetts in 1972,
Double E quickly became recognized as an influential manufacturer
in the industry.
EAST COAST: Ruling on Tax Case Despite Chapter 11
-------------------------------------------------
Perry Cooper of Law360 reports that a restaurant operator is stuck
with an assessment of an additional $2.58 million in sales tax and
penalties after the California Office of Tax Appeals found the
company's bankruptcy doesn't pause the case.
East Coast Foods Inc., which operated four Roscoe's House of
Chicken'n Waffles restaurants in Los Angeles and Pasadena, filed
for Chapter 11 bankruptcy protection while its challenges to
California Department of Tax and Fee Administration tax bills were
pending.
A three-judge panel rejected the company's arguments that an
automatic bankruptcy stay applies to business before the office, in
a pending-precedential opinion released Monday, June 6, 2023.
About East Coast Foods
East Coast Foods Inc., a California corporation, is the owner and
operator of four Roscoe' Chicken N' Waffles restaurants in Los
Angeles area.
East Coast Foods sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on March 25,
2016. The petition was signed by Herbert Hudson, president. The
Debtor estimated assets of less than $50,000 and debt of $10
million to $50 million.
The case is assigned to Judge Sheri Bluebond.
The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law,
APC.
The Office of the U.S. Trustee on April 29, 2016, appointed five
creditors to serve on an official committee of unsecured creditors.
The committee hired Smiley Wang-Ekvall, LLP as counsel, and Force
Ten Partners, LLC as financial advisor.
Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's
estate on Sept. 28, 2016. Landegger Baron Law Group, ALC serves as
the Chapter 11 Trustee's labor and employment counsel. The Chapter
11 Trustee retained Swicker & Associates Accountancy Corporation as
his tax advisor. Greines, Martin, Stein & Richland LLP serves as
the Chapter 11 Trustee's special counsel.
ELITE COMMERCIAL: Mark Weisbart Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 6 appointed Mark Weisbart, Esq., at
Hayward PLLC, as Subchapter V trustee for Elite Commercial &
Residential Construction Group, LLP.
Mr. Weisbart will be paid an hourly fee of $515 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Weisbart declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark A. Weisbart, Esq.
Hayward PLLC
10501 N Central Expy, Suite 106
Dallas, TX 75231
Phone/Fax: (972) 755-7103
Email: MWeisbart@HaywardFirm.com
About Elite Commercial
Elite Commercial & Residential Construction Group, LLP filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. E.D. Texas Case No. 23-40932) on May 30, 2023, with as much
as $50,000 in assets and $100,001 to $500,000 in liabilities.
The Debtor is represented by Robert DeMarco, III, Esq., at
Demarco-Mitchell, PLLC.
ENSIGN ENERGY: S&P Lowers ICR to 'CCC', Outlook Negative
--------------------------------------------------------
S&P Global Ratings lowered its rating on Canada-based drilling
contractor Ensign Energy Services Inc. to 'CCC' from 'CCC+' and its
issue-level rating on the senior unsecured notes to 'CCC-' from
'CCC'. The recovery rating remains '5', which indicates modest
recovery in the event of a payment default.
The outlook is negative, reflecting Ensign's constrained liquidity,
heavy debt burden, and the risk that S&P could lower the rating if
the company is unable to refinance its notes, leading to a
restructuring or exchange it could view as distressed.
The downgrade reflects heightened refinancing risk associated with
the upcoming debt maturities. Ensign's C$565 million senior secured
notes mature on April 15, 2024, with the credit facility maturing
six months prior to the notes maturity (Oct. 15, 2023). The C$900
million credit facility is also almost fully drawn, about 95% as of
March 31, 2023. S&P said, "Given the challenging capital market
conditions and interest rate environment (current yields on the
2024 notes is 12.5%); we believe there is heightened refinancing
risk and the concern that the company could engage in a transaction
that we would consider to be distressed. Based on the impending
refinancing risk and management's inability to yet provide a
credible plan of refinancing, we have lowered the rating to
'CCC'."
S&P said, "We project meaningful positive free cash flow
generation, but it will not be sufficient to repay upcoming
maturities. Ensign's revenues rose by almost 60% in 2022, largely
spurred by higher drilling activity. We believe activity will
remain steady through 2023, underpinned by increased capital
spending guidance by exploration and production (E&P) companies.
This is also demonstrated by utilization and day rates across the
industry, which have continued to trend higher, especially on the
super-spec rigs, which remain in tight supply following years of
underinvestment and land rig fleet rationalization. Based on our
forecasts and Ensign's contractual book ($1.3 billion of contracted
revenue), we project the company to generate positive free
operating cash flows in the range of C$150 million to C$175 million
annually in 2023 and 2024." However, the internal generated cash
flows will not be sufficient to repay the material upcoming
maturities, necessitating the need to refinance.
The negative outlook reflects Ensign's sizeable upcoming maturities
and the risk it is unable to refinance its April 2024 notes within
the next few months, such that the C$900 million credit facility,
which is almost fully drawn, becomes due in October 2023.
S&P could lower the ratings if the company announced a debt
exchange or restructuring it viewed as distressed.
S&P would raise the rating if Ensign is able to successfully
refinance the unsecured notes and extend the maturity on its credit
facility.
ESG credit indicators: E-4, S-2, G-2
S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Ensign. As the energy transition
continues and the adoption of renewable energy sources accelerates,
we believe these factors will result in lower demand for drilling
and oil field services and are reflected in our assessment of
Ensign's business risk profile."
EVANGELICAL RETIREMENT: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------------
Evangelical Retirement Homes of Greater Chicago, Incorporated,
d/b/a Friendship Village of Schaumburg, asks the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division, for
authority to use cash collateral and provide adequate protection.
The Debtor seeks to spend a total of $3.44 million, which is the
amount of cash collateral necessary to avoid immediate and
irreparable harm to the estate pending the final hearing. These
emergency expenditures of cash collateral would be used consistent
with the Budget.
UMB Bank, N.A. is the bond trustee under a Bond Trust Indenture
dated as of December 1, 2017, by and between the Illinois Finance
Authority and the Debtor.
The Bond Trustee holds a perfected first priority security interest
on certain real and personal property owned by the Debtor.
The Indenture and the liens granted thereunder secure two separate
obligations:
a. Illinois Finance Authority Revenue Bonds, Series 2017
(Friendship Village of Schaumburg) in the aggregate principal
amount of $122.55 million pursuant to the Bond Indenture which on
April 30, 2023, had a principal balance of $115.18 million and
interest due of $5.59 million, totaling $120.77 million; and
b. Evangelical Retirement Homes of Greater Chicago,
Incorporated Direct Note Obligation, Series 2017 (UMB Bank,
National Association - Friendship Senior Options, NFP Guaranty), in
the original principal amount of $13.75 million and having as of
January 31, 2023, a current principal amount due of approximately
$10.11 million principal and $153,387 interest, totaling $10.27
million.
The bond debt secured by the liens and security interests of the
Bond Trustee totals $131.1 million.
As adequate protection, the Debtor will grant replacement liens to
the Bond Trustee on all pre- and post-petition Encumbered Assets to
secure any loss that the Bond Trustee may incur as a result of the
Debtor's use of cash collateral.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=DYrHCr from PacerMonitor.com.
The Debtor projects total operating disbursements, on a monthly
basis, as follows:
$4,587,139 for June 2023;
$4,024,943 for July 2023; and
$4,440,311 for August 2023.
* * *
A hearing on the matter was held June 13, 2023 at 1 p.m. The Court
continued to the hearing to July 5 at 11:00 a.m. The Court
directed the Debtor to submit a draft order by June 28.
About Evangelical Retirement Homes of Greater Chicago
Evangelical Retirement Homes of Greater Chicago sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case
No. 23-07541) on June 9, 2023. In the petition signed by Michael
Flynn, chief executive officer, the Debtor disclosed up to $50
million in assets and up to $500 million in liabilities.
Bruce C. Dopke, Esq., at Dopkelaw LLC, represents the Debtor as
legal counsel.
FTX GROUP: NY Metropolitan Museum to Return $550K Donation
----------------------------------------------------------
Yun Park of Bloomberg Law reports that New York's Metropolitan
Museum of Art is returning a $550,000 donation it received from FTX
Trading Ltd. prior to the crypto exchange's collapse.
The museum will fully pay back the amount -- given by FTX unit West
Realm Shires Services in two large donations last 2022 -- within 30
days after the court approves the return agreement, according to an
FTX court filing on June 2, 2023, at the US Bankruptcy Court for
the District of Delaware.
"The Met wishes to return the Donations to the FTX Debtors, and the
FTX Debtors and the Met have engaged in good faith, arm's length
negotiations concerning the return of the Donations," according to
the filing.
Once FTX receives the amount, the museum will be released from all
potential liabilities that could arise from the donations, the
filing said.
FTX, which filed for bankruptcy in November, 2022 and is now being
led by chief executive John J. Ray III, has been asking political
figures, political action funds, and other donation recipients to
return funds so that the company can repay creditors.
FTX and its affiliated debtors said they could start legal actions
against recipients in bankruptcy court if they don't voluntarily
return such payments.
About FTX Group
FTX is the world's second-largest cryptocurrency firm. FTX is a
cryptocurrency exchange built by traders, for traders. FTX offers
innovative products including industry-first derivatives, options,
volatility products and leveraged tokens.
Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that
FTX paused customer withdrawals after it was hit with roughly $5
billion worth of withdrawal requests.
Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell
itself to its giant rival Binance, but Binance walked away from the
deal amid reports on FTX regarding mishandled customer funds and
alleged US agency investigations.
At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step
aside, and restructuring vet John J. Ray III was quickly named new
CEO.
FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc.
(d/b/a FTX US), Alameda Research Ltd. and certain affiliated
companies then commenced Chapter 11 proceedings (Bankr. D. Del.
Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022.
Additional entities sought Chapter 11 protection on Nov. 14, 2022.
FTX Trading and its affiliates each listed $10 billion to $50
million in assets and liabilities, making FTX the biggest
bankruptcy filer in the US this year. According to Reuters, SBF
shared a document with investors on Nov. 10, 2022, showing FTX had
$13.86 billion in liabilities and $14.6 billion in assets.
However, only $900 million of those assets were liquid, leading to
the cash crunch that ended with the company filing for bankruptcy.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal
North America, LLC as financial advisor. Kroll is the claims agent,
maintaining the page https://cases.ra.kroll.com/FTX/Home-Index
The Official Committee of Unsecured Creditors tapped Paul Hastings
as counsel, FTI Consulting, Inc., as financial advisor, and
Jefferies LLC as the investment banker. Young Conaway Stargatt &
Taylor LLP is the Committee's Delaware and conflicts counsel.
Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory
T. Donilon, Edward L. Schnitzer, and David M. Banker, is
representing Sam Bankman-Fried in the Chapter 11 cases.
White-collar crime specialist Mark S. Cohen has reportedly been
hired to represent SBF in litigation. Lawyers at Paul Weiss
previously represented SBF but later renounced representing the
entrepreneur due to a conflict of interest.
G.A.H. BAR-B-Q: Bid to Use Cash Collateral Denied as Moot
---------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, denied the motion to use cash collateral filed by
G.A.H. Bar-B-Q, Inc. as the Debtor's Final Subchapter V Plan of
Reorganization has been confirmed.
A copy of the Court's order is available at
https://urlcurt.com/u?l=zKHGdhfrom PacerMonitor.com.
About G.A.H. Bar-B-Q, Inc.
G.A.H. Bar-B-Q, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00428) on February 3,
2023. In the petition signed by Gregory Helwig, sole shareholder,
the Debtor disclosed up to $10 million in assets and up to $500,000
in liabilities.
Judge Tiffany P. Geyer oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden and Beaudine LLP,
represents the Debtor as legal counsel.
GARCIA GRAIN: Temporary Lease of Grain Elevators Okayed
-------------------------------------------------------
Dina Arevalo of MyRGV.com reports that a federal bankruptcy judge
has given Garcia Grain Trading Corp. the greenlight to temporarily
lease two of its grain elevators ahead of what is expected to be a
bountiful summer harvest.
Chief U.S. Bankruptcy Judge Eduardo V. Rodriguez approved the
nine-month-long leases of Garcia Grain's Progreso and Santa Rosa
grain elevators during an emergency hearing held via Zoom on
Tuesday, June 6, 2023.
With the ruling, Garcia Grain has been allowed to lease the Santa
Rosa and Progreso elevators to a Harlingen-based company called
Texas Valley Grain LLC.
Under the agreement, Texas Valley Grain will attempt to move at
least 25,000 metric tons of grain at each facility between now and
Aug. 31, 2022.
Should Texas Valley Grain fail to process the 50,000 metric tons of
grain by the end of the summer, then the lease will terminate.
However, if the company does succeed, then the leases will continue
until Feb. 29, 2024, explained David R. Langston, the attorney
representing Garcia Grain.
All the proceeds from Texas Valley Grain’s operation of the
elevators will go toward paying down the principal debt owed to the
secured creditors who have liens on the facilities.
Vantage Bank has the first lien against the Santa Rosa elevator,
though the bank's own attorneys were unsure of the amount of debt
that has been collateralized.
"There's approximately $8.7 million owed to Vantage Bank… and we
don't know how much was secured, your honor," said Vicki M. Skaggs,
the attorney representing Vantage Bank.
That's due, in part, to at least one piece of property that Garcia
Grain has incorrectly listed in court filings as collateral in its
bankruptcy that is, instead, associated with another debt, Skaggs
explained.
"I wanted to clarify that because that does affect the security
position of the bank as to Garcia's notes," Skaggs said.
"We don't know if the bank is, in fact, over secured, under
secured, or what," Skaggs added a moment later to emphasize the
uncertainty.
Tuesday's, June 6, 2023, ruling came just hours before the
beleaguered grain storage company lost the insurance coverage
protecting the facilities, their equipment and whatever grain is
currently stored within.
Some months ago, Garcia Grain's insurance carriers notified the
company that they would not be renewing their policies, which were
set to expire as of June 1, 2023.
Though Garcia Grain hasn't been able to operate its facilities
itself since the Texas Department of Agriculture canceled its
operating licenses earlier this year, the insurance lapse meant
that any potential lessors wouldn't be able to use the facilities,
either.
Texas Valley Grain will be able to operate the facilities thanks to
the lien holders purchasing "force-placed" insurance.
Vantage Bank will be paying to insure the Santa Rosa facility,
while Falcon Bank will be paying to insure the Progreso grain
elevator, Langston said.
"We are moving forward, as well, your honor, on that lease and
making clear that the payments… will be going to Falcon Bank,
since it owns the first lien deed of trust. It will be paid to
Falcon Bank, who, in turn, will force place property insurance on
it," Langston said.
The question of which creditor has first claim to grain assets at
that facility, however, remains murkier.
"There have been, basically, three claims that have been filed. One
on behalf of StoneX, one on behalf of Grain Chain, one on behalf of
Vantage Bank," Langston said.
About Garcia Grain Trading Corp.
Garcia Grain Trading Corp.'s line of business includes buying or
marketing grain, dry beans, soybeans, and inedible beans. Garcia
Grain sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D. Tex. Case No. 23-70028) on Feb. 17, 2023. In the
petition signed by Octavio Garcia, its CEO and president, the
Debtor disclosed up to $50 million in both assets and liabilities.
Judge Eduardo V. Rodriguez oversees the case.
David R. Langston, Esq., at Mullin Hoard & Brown, LLP, represents
the Debtor as legal counsel.
GENCANNA GLOBAL: Can't Get Back $1.8M Payments in Contract Fight
----------------------------------------------------------------
Mike Curley of Law360 reports that the Sixth Circuit won't let
bankrupt hemp company GenCanna Global USA Inc. get back nearly $1.8
million in payments to an equipment manufacturer, finding that a
Kentucky bankruptcy court did not err in finding that GenCanna had
breached their agreement first by rejecting it as part of its
Chapter 11 proceedings.
About GenCanna Global USA
GenCanna Global USA, Inc. -- https://www.gencanna.com/ -- is a
vertically-integrated producer of hemp and hemp-derived cannabidiol
products with a focus on delivering social, economic and
environmental impact through seed-to-scale agricultural
production.
GenCanna Global USA was the subject of an involuntary Chapter 11
proceeding (Bankr. E.D. Ky. Case No. 20-50133) filed on Jan. 24,
2020. The involuntary petition was signed by alleged creditors
Pinnacle, Inc., Crawford Sales, Inc., and ntegrity/Architecture,
PLLC.
On Feb. 6, 2020, GenCanna Global USA consented to the involuntary
petition and on Feb. 5, 2020, two affiliates, GenCanna Global Inc.
and Hemp Kentucky LLC, filed their own voluntary Chapter 11
petitions.
Laura Day DelCotto, Esq., at DelCotto Law Group PLLC, represents
the petitioners.
The Debtors tapped Benesch Friedlander Coplan & Aronoff, LLP and
Dentons Bingham Greenebaum, LLP as legal counsel, Huron Consulting
Services, LLC, as operational advisor, and Jefferies, LLC, as
financial advisor. Epiq is the claims agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Feb. 18, 2020. The committee tapped Foley & Lardner
LLP as its bankruptcy counsel, DelCotto Law Group PLLC as local
counsel, and GlassRatner Advisory & Capital Group, LLC, as
financial advisor.
GENEVER HOLDINGS: Taps Saxe Doernberger & Vita as Insurance Counsel
-------------------------------------------------------------------
Genever Holdings LLC and Ho Wan Kwok seek approval from the U.S.
Bankruptcy Court for the District of Connecticut to employ Saxe
Doernberger & Vita, PC as special insurance coverage counsel.
The Debtors need a special counsel to represent its interest with
respect to insurance coverage disputes, including a litigation
recently commenced against American International Group, Inc. under
Adv. Proc. No. 23-5007.
The hourly rates of the firm's counsel and staff are as follows:
Partners $575 - $975
Associates $325 - $475
Paralegal $235
In addition, the firm will seek reimbursement for expenses
incurred.
The firm also provided the following in response to the request for
additional information set forth in Paragraph D.1 of the U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, its standard billing arrangements for this engagement?
Answer: No.
Question: Do any of the professionals in this engagement vary
their rate based on the geographic location of the bankruptcy
case?
Answer: No.
Question: If you represented the Debtors in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If its billing rates and material
financial terms have changed post-petition, explain the difference
and the reasons for the difference.
Answer: Not applicable. The firm has not previously represented
Genever (US).
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Answer: Not applicable.
Brian Clifford, Esq., a partner at Saxe Doernberger & Vita,
disclosed in a court filing that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Brian J. Clifford, Esq.
Saxe Doernberger & Vita, PC
35 Nutmeg Drive
Trumbull, CT 06611
Telephone: (203) 287-2100
Email: BClifford@sdvlaw.com
About Genever Holdings
Genever Holdings LLC, Ho Wan Kwok, and its affiliates filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022.
Judge Julie A. Manning oversees the cases.
The Debtors tapped Neubert Pepe & Monteith, PC as legal counsel and
Saxe Doernberger & Vita, PC as special insurance coverage counsel.
On July 8, 2022, Luc A. Despins was appointed as trustee in this
Chapter 11 case. Epiq Corporate Restructuring, LLC is the trustee's
claims and noticing agent.
GRAYSON O CO: Gets OK to Tap Moon Wright & Houston as Legal Counsel
-------------------------------------------------------------------
Grayson O Company received approval from the U.S. Bankruptcy Court
for the Western District of North Carolina to employ Moon Wright &
Houston, PLLC as its bankruptcy counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued operation of its business affairs and management of its
properties;
(b) negotiate, prepare, and pursue confirmation of a Chapter
11 plan and approval of a disclosure statement (if applicable), and
all related reorganization agreements and/or documents;
(c) prepare legal papers;
(d) represent the Debtor in litigation arising from or
relating to the bankruptcy estate;
(e) appear in court to protect the interests of the Debtor;
and
(f) perform all other legal services for the Debtor that may
be necessary and proper in the Chapter 11 proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Richard S. Wright $575
Andrew T. Houston $550
Caleb Brown $375
Shannon L. Myers, Paralegal $185
Jaime Schaedler, Assistant $150
In addition, the firm will seek reimbursement for expenses
incurred.
Richard Wright, Esq., an attorney at Moon Wright & Houston,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Richard S. Wright, Esq.
Moon Wright & Houston, PLLC
212 N. McDowell Street, Suite 200
Charlotte, NC 28204
Telephone: (704) 944-6560
Facsimile: (704) 944-0380
Email: rwright@mwhattorneys.com
About Grayson O Company
Grayson O Company sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50124) on May 15,
2023. In the petition signed by Jared Stamey, vice president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Laura T. Beyer oversees the case.
Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, represents
the Debtor as legal counsel.
GRAYSON REAL: Gets Approval to Tap Moon Wright & Houston as Counsel
-------------------------------------------------------------------
Grayson Real Estate, LLC received approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ Moon
Wright & Houston, PLLC as its bankruptcy counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued operation of its business affairs and management of its
properties;
(b) negotiate, prepare, and pursue confirmation of a Chapter
11 plan and approval of a disclosure statement (if applicable), and
all related reorganization agreements and/or documents;
(c) prepare legal papers;
(d) represent the Debtor in litigation arising from or
relating to the bankruptcy estate;
(e) appear in court to protect the interests of the Debtor;
and
(f) perform all other legal services for the Debtor that may
be necessary and proper in the Chapter 11 proceeding.
The hourly rates of the firm's counsel and staff are as follows:
Richard S. Wright $575
Andrew T. Houston $550
Caleb Brown $375
Shannon L. Myers, Paralegal $185
Jaime Schaedler, Assistant $150
In addition, the firm will seek reimbursement for expenses
incurred.
Richard Wright, Esq., an attorney at Moon Wright & Houston,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Richard S. Wright, Esq.
Moon Wright & Houston, PLLC
212 N. McDowell Street, Suite 200
Charlotte, NC 28204
Telephone: (704) 944-6560
Facsimile: (704) 944-0380
Email: rwright@mwhattorneys.com
About Grayson Real Estate
Grayson Real Estate, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50125) on May 15,
2023. In the petition signed by Van D. Stamey, manager, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Laura T. Beyer oversees the case.
Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, represents
the Debtor as legal counsel.
H2O INVESTMENT: Taps Luxe Forbes Global Properties as Realtor
-------------------------------------------------------------
H2O Investment Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Terry
Sprague, a real estate agent at Luxe Forbes Global Properties, as
realtor.
The Debtor needs a realtor to assist in the sale of real property
and improvements located at 909 SW Schaeffer Road, West Linn,
Oregon.
The firm will receive a brokerage fee in the amount of $5 percent
of the property's selling price or option exercise price.
Ms. Sprague disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Terry Sprague
Luxe Forbes Global Properties
159 A Ave.
Lake Oswego, OR 97034
Telephone: (503) 459-3987
Email: Terry@luxecir.com
About H2O Investment Properties
H2O Investment Properties LLC filed a petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla.
Case No. 23-00373) on April 3, 2023.
In the petition filed by Ronald G. Sapp, manager, the Debtor
reported assets and liabilities between $1 million and $10 million.
The petition states that funds will be available to unsecured
creditors. Michael C. Markham has been appointed as Subchapter V
trustee.
Judge Caryl E. Delano oversees the case.
Michael R. Dal Lago, Esq., at Dal Lago Law serves as the Debtor's
counsel.
HARAKI CORPORATION: Seeks to Hire Kirby Aisner & Curley as Counsel
------------------------------------------------------------------
Haraki Corporation, doing business as Pizza Haven, seeks approval
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Kirby Aisner & Curley LLP as its counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers, duties, and
responsibilities in the continued management of its property and
affairs;
(b) negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps to effectuate
such a plan;
(c) prepare legal papers;
(d) appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the court;
(e) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(f) advise the Debtor in connection with any potential
refinancing of secured debt, if necessary, and any potential sale
of its assets;
(g) represent the Debtor in connection with obtaining
post-petition financing, if necessary;
(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 for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Partners $450 - $550
Associates $295 - $325
Law Clerks $200 - $250
Paraprofessionals $150
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received third-party pre-petition retainer payments
totaling $26,738 in conjunction with the filing of this Chapter 11
case from an insider, Emmanuel Kazanas.
Erica Aisner, Esq., an attorney at Kirby Aisner & Curley, disclosed
in a court filing that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Erica R. Aisner, Esq.
Kirby Aisner & Curley LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Telephone: (914) 401-9500
Email: eaisner@kacllp.com
About Haraki Corporation
Haraki Corporation filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10840) on April
25, 2023. In the petition filed by Peter Kazanas, president, the
Debtor reported up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Philip Bentley oversees the case.
Erica R. Aisner, Esq., at Kirby Aisner & Curley LLP serves as the
Debtor's counsel.
HERITAGE GROCERS: Moody's Alters Outlook on 'B2' CFR to Negative
----------------------------------------------------------------
Moody's Investors Service changed Heritage Grocers Group, LLC's
outlook to negative from stable. At the same time, Moody's affirmed
Heritage Grocers' corporate family rating at B2 and its probability
of default rating at B2-PD. Moody's also affirmed the company's
existing $435 million senior secured term loan and senior secured
revolving credit facility at B2.
Heritage Grocers' term loan will be upsized by $460 million. The
increased term loan along with $51 million of balance sheet cash
and $232 million of equity, which includes $132 million of new
equity from Apollo Global Management, Inc. ("Apollo), will be used
to fund the acquisition of Mexico Foods Parent, LLC (dba "El
Rancho") and to pay for fees and expenses. As a part of the
transaction, Heritage Grocers will also upsize its revolving credit
facility to $125 million from $75 million.
The change in outlook to negative reflects governance
considerations particularly financial strategies which support
Heritage Grocers nearly doubling its debt level to finance the
acquisition of El Rancho. The negative outlook also reflects the
company's high financial leverage and weak interest coverage
following the acquisition. Moody's estimates pro-forma debt to
EBITDA at 5.7x, and EBITA to interest at about 1.4x.
The rating affirmation reflects that Moody's expects Heritage
Grocers' credit metrics to improve in 2024. The affirmation also
reflects Heritage Grocers' attractive market niche with a focus on
the Hispanic community and good operating performance within the
highly competitive grocery retail sector. The company continues to
generate good sales and earnings growth, although 2022 earnings
were slightly less than Moody's expectations. Heritage Grocers
also has very good liquidity, as demonstrated by about $100 million
of balance sheet cash, an undrawn $125 million revolver and good
free cash flow that Moody's estimates will amount to about $20-$30
million per annum.
Affirmations:
Issuer: Heritage Grocers Group, LLC
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Backed Senior Secured Term Loan, Affirmed B2
Backed Senior Secured Revolving Credit Facility, Affirmed B2
Outlook Actions:
Issuer: Heritage Grocers Group, LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Heritage Grocers' B2 corporate family rating reflects the company's
high leverage and weak coverage. Pro-forma for the acquisition of
El Rancho, debt to EBITDA will reach a high of 5.7x and EBITA to
interest will remain weak at 1.4x. Moody's estimates that the
combined company's leverage will improve to about 4.9x and EBITA to
interest to about 1.6x by 2024. Moody's expects organic sales
growth over the next 12 months in the low to mid-single digit range
as a result of moderate price increases related to inflation and
better productivity. Earnings will also benefit from a number of
strategic initiatives that management will undertake to improve
operating performance of the new company. Some of these will
include better workforce productivity, reducing shrink and better
merchandising. The rating also reflects the company's small scale
within the highly competitive grocery retail sector and geographic
concentration in the Southwest and Chicago area, as well as the
risk of aggressive financial policies inherent with ownership by a
financial sponsor.
The ratings are supported by Heritage Grocers' attractive market
niche with a focus on the Hispanic community, which is one of the
fastest growing demographics in the US. The company's high
perishable sales mix, which is at about 60% including dairy, makes
it less exposed to the sales volatility associated with pantry
loading when compared to other traditional grocery stores. With the
use of partners, such as Instacart, Grubhub and Uber Eats, Heritage
Grocers will continue delivery and curbside pickup at most of its
stores. The company also benefits from stronger operating margins
relative to many larger peers. Heritage Grocers' good free cash
flow and very good liquidity are also positive rating factors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Heritage Grocers' operating
performance deteriorates or if the company's liquidity and free
cash flow weakens. Aggressive financial policies, including debt
funded acquisitions or shareholder distributions could also prompt
a downgrade. Quantitatively, ratings could also be downgraded
should debt/EBITDA (including Moody's adjustments) rise above 5.0x
or EBITA/interest fall below 1.25x.
Ratings could be upgraded if operating performance improves such
that same store sales growth remains consistently positive
accompanied with margin expansion and good free cash flow. In
addition, an upgrade would require maintaining good liquidity.
Quantitatively, ratings could be upgraded should debt/EBITDA
(including Moody's adjustments) be sustained below 3.75x and
EBITA/interest be sustained above 2.0x.
The principal methodology used in these ratings was Retail
published in November 2021.
Headquartered in Ontario, California, Heritage Grocers Group, LLC
pro forma for the acquisition of El Rancho will operate 113 grocery
stores in six states in the Southwest and Chicago area. The company
is owned by Apollo and will generate about $2.9 billion in
pro-forma revenue.
HIGGINS AG: No Objections Filed; Plan Confirmed
-----------------------------------------------
The Bankruptcy Court has entered an order approving and confirming
the Amended Plan of Reorganization of Higgins AG, LLC.
No objections to the Plan were timely filed in this Bankruptcy
Case.
At least one class of claims that is impaired under the Plan has
accepted the Plan, without including any acceptance of the Plan by
any Insider, as required by 11 U.S.C. Section 1129(a)(10).
Specifically, Classes 1 and 2 set forth in Articles V and VII of
the Plan exclude insiders, are both Impaired, and have accepted the
Plan.
Amended Plan
Higgins AG's Amended Plan of Reorganization provides for a
restructuring of the Debtor's balance sheet and assets and payment
of the Debtor's creditors. The Plan was developed by the Debtor
and proposes, among other things, the means by which all Claims
against the Debtor will be finally resolved and treated for
distribution purposes, consistent with the provisions and
priorities mandated by the Bankruptcy Code. The Plan is essentially
a new contract between the Debtor and its Creditors, proposed by
the Debtor to its Creditors for approval. Creditors approve or
disapprove of the Plan by voting their Ballots on the Plan, if they
are in a Class entitled to vote, and, if appropriate, by objecting
to confirmation of the Plan. However, the Plan can be confirmed by
the Bankruptcy Court even if less than all Creditors or Classes
accept the Plan and, in such an instance, the Plan will still be
binding on those Creditors or Classes that reject the Plan.
Approval and consummation of the Plan will enable the Bankruptcy
Case to be finally concluded.
Under the Plan, Class 2 consists of all Allowed General Unsecured
Claims against Higgins AG totaling $5,360,313.02, includes $1.4
Million in claims of Insiders, which are being waived as part of
the settlement proposed in the Plan. Except to the extent that a
Holder of an Allowed General Unsecured Claim and Higgins AG or
Reorganized Higgins AG agree to less favorable treatment, each
Holder of an Allowed General Unsecured Claim will receive (1) its
Pro Rata share of the GUC Distribution Pool, in full and final
satisfaction of such claims, paid annually, starting on the date
that is one year following the Effective Date and ending on the
date which is 36 months following the Effective Date, and (ii) its
Pro Rata share of the Settlement Payment, provided, that any Holder
of an Allowed General Unsecured Claims who, on the Ballot, opts out
of the releases set forth in sections 8.4 and 12.7 of the Plan,
shall not receive its share of the Settlement Payment. The amount
of the Settlement Payment shall be reduced by the amounts that
would have been payable to those Holders had such Holders not opted
out. For the avoidance of doubt, The McLendon Company, Chase
McLendon, and Tri-State Theaters shall not receive any distribution
on account of their General Unsecured Claims against the Debtor.
Class 2 is impaired.
The Reorganized Debtor will lease equipment described as a
Forklift, Type LK 8M22, Serial Number LT 1276, Model Year 2000, to
generate income to fund payments to creditors under the Plan for a
period of 36 months. The Equipment Lease Agreement is projected to
generate income of $850.00 per month for the Debtor, for a total
amount of $30,600 over the course of the Plan repayment period.
The Debtor will employ Rosen Systems, Inc., as auctioneer to
facilitate the sale of the Debtor's small equipment and furniture
assets stored at the Greenville, Texas Shop and Container, as
listed in the Schedules. The proceeds from the sale of these assets
shall be used to pay creditors in accordance with the terms of the
Plan.
Counsel for the Debtor:
Jason P. Kathman, Esq.
Megan F. Clontz, Esq.
Lindsay Doman, Esq.
SPENCER FANE LLP
5700 Granite Parkway, Suite 650
Plano, TX 75024
Tel: (972) 324-0300
Fax: (972) 324-0301
E-mail: jkathman@spencerfane.com
mclontz@spencerfane.com
ldoman@spencerfane.com
A copy of the Order dated May 31, 2023, is available at
bit.ly/3IRoeJ0 from PacerMonitor.com.
About Higgins AG
Higgins AG, LLC, is a Dallas-based company, which operates in the
construction industry.
Higgins AG filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-30032) on Jan.
3, 2023, with up to $50,000 in assets and $1 million to $10 million
in liabilities. Chase McLendon, manager, signed the petition.
Judge Stacey G. Jernigan oversees the case.
Jason P. Kathman, Esq., at Spencer Fane, LLP, represents the
Debtor.
HOSTESS BRANDS: S&P Rates New Revolving Credit Facility 'BB'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to Hostess
Brands Inc.'s proposed $200 million revolving credit facility due
June 2028 and $985 million term loan A facility due June 2030. The
'2' recovery rating indicates its expectation for substantial
(70%-90%; rounded estimate: 75%) recovery in the event of a payment
default.
S&P said, "Our 'BB-' issuer credit rating on Hostess is unaffected
by this transaction, which we expect will be net leverage neutral.
We will withdraw our ratings on the company's existing first-lien
facilities once they are repaid."
The company intends to use the net proceeds from this transaction
to repay its $1.1 billion ($983 million outstanding) first-lien
term loan facility due August 2025. The company also intends to
replace its existing $100 million revolving credit facility with a
new $200 million revolver. The proposed revolver and term loan are
secured by a perfected first-priority security interest on
substantially all assets of the borrower and each subsidiary
guarantor, subject to certain exceptions, whether owned on the
closing date or acquired thereafter. The term loan will amortize at
1% annually until maturity and is not subject to any financial
maintenance covenants. The revolver will be governed by a 5.25x
maximum net leverage covenant that goes into effect when borrowings
(excluding letters of credit) exceed 30% of the commitment. This
compares to a 7.3x springing maximum net first-lien leverage ratio
under the current revolving credit facility. S&P bases its ratings
on the preliminary terms of the proposed issuance and they are
subject to review upon our receipt of final documentation.
S&P said, "Our ratings on Hostess reflect its participation in the
fragmented and highly competitive snack cake category (which is
susceptible to changes in consumer preferences as well as potential
consumer health and wellness concerns), its narrow business and
product focus, and its customer, brand, and geographic
concentration. We recognize the favorable indulgent snacking trends
that benefit the sweet baked goods categories and Hostess'
bolstered competitive position as a result of larger scale and
improved product offerings. Although the company has maintained
leverage at or below 4.0x for the last seven quarters, mergers and
acquisitions (M&A) are a key part of its strategy. We expect
Hostess will seek mostly tuck-in acquisitions, similar to the
Voortman acquisition in 2020, to bolster its portfolio in adjacent
product categories. We expect net leverage will remain at about
3.5x at the end of fiscal 2023, absent sizeable acquisitions. Our
forecast includes about $150 million of share repurchases in 2023.
In our leverage calculations for Hostess, we include its tax
receivable agreement obligations, which raises by leverage about
0.5x."
Issue Ratings--Recovery
Key analytical factors
The company's capital structure (pro forma for the proposed
transaction) consists of a $200 million cash flow revolver due in
June 2028 and a $985 million first-lien term loan due in June
2030.
Hostess Brands LLC will be the borrower of the senior secured
credit facilities. The revolver and term loan will be secured by a
perfected first-priority security interest on substantially all
assets of the borrower and each subsidiary guarantor, subject to
certain exceptions, whether owned on the closing date or acquired
thereafter.
Hostess is a U.S.-based company, and substantially all of its
assets and operations are located in the U.S. In the event of a
payment default, S&P believes it would file for bankruptcy
protection under the administration of the U.S. bankruptcy court
system, while entities abroad, if any, remain out of any insolvency
proceedings with respect to its local jurisdiction.
S&P's simulated default scenario contemplates a default occurring
in the first half of 2027 due to a loss of market share from
increased competition or an inability to maintain profitability
because of higher costs. Weak overall growth in the snack cake
segment exacerbates these factors, leading to substantial declines
in the company's revenue, cash flow, and earnings.
Simulated default assumptions
-- Simulated year of default: 2027
-- Debt service assumption: $73 million (assumed default-year
interest and amortization)
-- Minimum capex assumption: $21 million
-- Preliminary emergence EBITDA: $94 million
-- Operational adjustment: 70% (about $66 million). The
operational adjustment reflects our view that Hostess has
relatively low-cost debt and low maintenance capex requirements,
leading to significantly lower fixed charges compared with the
EBITDA S&P believes it would generate upon emerging from a
hypothetical bankruptcy.
-- EBITDA at emergence: $160 million
-- EBITDA multiple: 6x
Simplified waterfall
-- Net enterprise value at default (after 5% administrative
expenses): $910 million
-- Valuation split (obligor/nonobligor): 100%/0%
-- Collateral value available to secured creditors: $910 million
-- First-lien secured debt claims: $1.15 billion
-- Recovery expectations for senior secured debt: 70%-90% (rounded
estimate: 75%)
Note: All debt amounts include six months of prepetition interest.
I&A DEVELOPMENT: Asks for Aug. 28 Extension of Plan Filing Deadline
-------------------------------------------------------------------
I&A Development LLC et al. filed a motion to extend its time to
file a Chapter 11 Plan of Reorganization and Disclosure Statement.
On March 27, 2023, the Court entered an Order extending the
Debtor's time period to file a chapter 11 plan of reorganization
and disclosure statement through and including June 27, 2023, and
the Debtor's time to obtain acceptance of timely filed plan of
reorganization through and including August 28, 2023.
The Debtors request for an additional extension of the time period
to file a Plan of Reorganization and Disclosure Statement (as
hereinafter defined) through and including August 28, 2023, and the
time to obtain acceptance of timely filed plan of reorganization
through and including October 25, 2023, pursuant to section 1121(d)
of the Bankruptcy Code, without prejudice to the Debtor's right to
seek an additional extensions of such periods.
This second extension is not made for the purpose of delay. The
second requested extension of the time period to file a plan is
necessary due to the fact, that the time to file a plan is set to
expire on June 27, 2023, and the Debtors need an additional time to
procced with the sale under the section 363 of Bankruptcy Code.
subject to the higher and better offer. Additional time is required
to approve a bidding procedure, secure a stalking horse offer and
complete a sale under section 363 of Bankruptcy Code subject to the
higher and better offer.
Attorney for the Debtor:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
About I&A Development
I&A Development, LLC, a company in Staten Island, N.Y., filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 22-42953) on Nov. 29, 2022, with $1 million to
$10 million in both assets and liabilities. Greg Fleyshmakher,
president of I&A Development, signed the petition.
Judge Jil Mazer-Marino oversees the case.
Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and
Wisdom Professional Services, Inc. serve as the Debtor's legal
counsel and accountant, respectively.
IKON WEAPONS: Taps Iron Horse Commercial Properties as Broker
-------------------------------------------------------------
Ikon Weapons, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of North Carolina to employ Iron Horse
Commercial Properties, LLC as its real estate broker.
The firm will render these services:
(a) advise in preparing the properties to be sold and assist
the Debtor in preparing the real property for sale;
(b) assist the Debtor in listing the real property for sale
and coordinate showings of the same;
(c) provide and post signs;
(d) provide and distribute any sale brochures;
(e) communicate any offers to purchase the real property to
the Debtor;
(f) assist the Debtor in negotiating terms of any offer to
purchase;
(g) deal with other brokers in relation to the real property;
(h) assist the Debtor in dealing with prospective purchasers
through the closing of a sale;
(i) assist with any closing of the sale;
(j) provide the Debtor with all marketing materials; and
(k) perform such other services.
The firm will be paid a commission of 8 percent of the real
property's gross sales price.
In addition, the firm will seek reimbursement of up to $3,000 in
advertising expenses.
William Lilly, Jr., a member at Iron Horse Commercial Properties,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
William B. Lilly, Jr.
Iron Horse Commercial Properties, LLC
174 Airport Rd.
Rockingham, NC 28379
Telephone: (704) 985-9300
Facsimile: (910) 895-1530
Email: will@ironhorseauction.com
About Ikon Weapons
Ikon Weapons, LLC operates as weapon manufacturer, purchaser, and
importer. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-10507) on Sept. 2,
2022. In the petition signed by Suliban Deaza, member and manager,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Benjamin A. Kahn oversees the case.
John C. Woodman, Esq., at Essex Richards, P.A. is the Debtor's
counsel.
INDUS ARCHITECTS: Ronald Friedman Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Ronald Friedman, Esq., at
SilvermanAcampora, LLP, as Subchapter V trustee for Indus
Architects, PLLC.
Mr. Friedman will be paid an hourly fee of $750 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Friedman declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ronald J. Friedman, Esq.
SilvermanAcampora, LLP
100 Jericho Quadrangle
Ste. 300
Jericho, NY 11753
Phone: 516 479-6300
Email: RFriedman@SilvermanAcampora.com
About Indus Architects
Indus Architects, PLLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-71961) on June 1, 2023, with $500,001 to $1 million in both
assets and liabilities. Sharon Lobo, managing member, signed the
petition.
Judge Robert E. Grossman oversees the case.
Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler &
Goodman, LLP represents the Debtor as legal counsel.
INSTANT BRANDS: S&P Downgrades ICR to 'D' on Chapter 11 Filing
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Instant Brands Holdings Inc. to 'D' from 'CCC-'. Concurrently, S&P
lowered its issue-level rating on the company's $450 million
first-lien term loan due in 2028 to 'D' from 'CCC-'. The recovery
rating on the term loan is unchanged at '3'.
Instant Brands filed for bankruptcy protection to address its
unsustainable capital structure. The company has filed customary
motions seeking court approval to continue to support its
operations during the court-supervised process. Instant Brands
received a commitment for $132.5 million in new
debtor-in-possession financing from its existing lenders to support
the business during the court-supervised process.
Instant Brands designs, manufactures, markets, and distributes home
appliances (pressure cookers), cookware, bakeware, dinnerware,
cutlery, and storage products. Its three largest brands include
Instant Brands, Corelle, and Pyrex. The company sells primarily
through wholesale channels and e-commerce platforms. It was
acquired by financial sponsor Cornell Capital in 2017.
ESG credit indicators: E-2, S-2, G-3
JOHNSON'S ALL-SCAPES: Taps RLC Lawyers & Consultants as Counsel
---------------------------------------------------------------
Johnson's All-scapes, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ RLC Lawyers &
Consultants, LLC as its counsel.
The firm will render these services:
(a) advise the Debtor in connection with the case and the
continued possession and management of its property;
(b) prepare the Debtor's Statement of Financial Affairs,
Schedules, and other statements, schedules, and filings required by
the Bankruptcy Code, Bankruptcy Rules and/or Local Bankruptcy
Rules;
(c) represent the Debtor in connection with any proceedings in
this case;
(d) represent the Debtor at any meetings of creditors convened
pursuant to Section 341 of the Bankruptcy Code and at any court
hearings on legal papers and assist in preparing, filing and
prosecuting responses thereto when necessary and if appropriate;
(e) represent the Debtor in collateral litigation before the
Bankruptcy Court as necessary and if appropriate; and
(f) perform other legal services for the Debtor, which may be
necessary herein.
The hourly rates of the firm's counsel and staff are as follows:
Senior Attorney $525
Associate Attorney $475
Paralegal $175 - $275
The firm also received a retainer in the amount of $10,934.25 from
the Debtor.
George Roles, Esq., an attorney at RLC Lawyers & Consultants,
disclosed in a court filing that he is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
George R. Roles, Esq.
RLC Lawyers & Consultants, LLC
8737 Brooks Dr., Ste. 107
Easton, MD 21601
Telephone: (410) 505-4150
Facsimile: (800) 833-5692
Telephone: george@rlcfirm.com
About Johnson's All-scapes
Johnson's All-scapes, LLC builds pools and patios. It also offers
landscaping and fencing services.
Johnson's All-scapes filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. D. Md. Case No. 23-13911) on June
2, 2023. In the petition signed by Thomas E. Johnson, Jr., managing
member, the Debtor disclosed $1 million to $10 million in both
assets and liabilities.
George R. Roles, Esq., at RLC Lawyers & Consultants, LLC serves as
the Debtor's counsel.
KREF HOLDINGS X: Moody's Cuts Rating on Senior Secured Debt to Ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded KREF Holdings X LLC's
senior secured credit rating to Ba3 from Ba2. Moody's has also
affirmed KKR Real Estate Finance Trust Inc.'s (KREF) Ba3 corporate
family rating. The outlook remains stable.
While the affirmation of the Ba3 long-term CFR resulted from
Moody's unchanged view of the company's standalone assessment, the
downgrade of the long-term senior secured rating to Ba3 from Ba2
reflects lower protection to senior creditors because of an
increasing amount of senior debt relative to unsecured debt.
RATINGS RATIONALE
The downgrade of the long-term senior secured rating to Ba3 from
Ba2 follows increased borrowing on secured lending facilities
relative to unsecured obligations. The declining proportion of
unsecured debt in the capital structure no longer provides as much
protection to senior secured creditors.
The affirmation of KREF's Ba3 long-term CFR reflects the company's
adequate capitalization and the strength of its competitive
position resulting from its affiliation with KKR & Co. Inc. (KKR).
KREF's commercial real estate (CRE) portfolio composition is
oriented towards senior secured loans on multifamily properties
owned by institutional sponsors which Moody's expects will perform
better than other property types in an adverse economic
environment. At the same time, Moody's expects KREF's asset quality
will continue to be challenged by a deterioration in the operating
environment for non-bank CRE lenders stemming from higher interest
rates, tightening credit conditions, and uncertainty surrounding
the future of office properties. Credit challenges also include
KREF's shorter operating history compared to peers and high
reliance on secured funding that encumbers its earning assets.
KREF's asset quality has deteriorated over the past five quarters,
driven by loans secured by office properties. KREF has 14 office
loans which represent 23% of KREF's total loan balance, in line
with the median for peers. Loans with the weakest internal risk
rating of '5' rose to 4.54% as of March 31, 2023 from 0.08% one
year earlier. As of March 31, 2023, KREF had 7 loans (out of 75
loans) rated '4' or '5' which consisted of office (6) and
multifamily (1) loans.
As a result, KREF increased its reserves to $171.6 million (224 bps
of gross loans) as of March 31, 2023 from $22.5 million (33 bps) as
of March 31, 2022. KREF has increased its reserves more quickly
than peers over the past three quarters, which could be indicative
of a more conservative approach to managing problem loans. However,
KREF has grown rapidly over the past two years, which Moody's views
as credit negative because it may suggest weaker underwriting to
support growth targets. Total assets grew to $7.9 billion as of
March 31, 2023 from just under $5.0 billion at the end of 2020, a
58.6% increase.
KREF's capitalization ratio, measured as tangible common equity to
tangible managed assets (TCE/TMA), declined to 19.2% as of March
31, 2023 from 20.3% as of December 31, 2021. Moody's views the
current level of capitalization as adequate relative to the
composition of the loan portfolio. Multifamily loans represent 46%
of KREF's total loan balance, which is the highest among its CRE
lending peers. Moody's views the underlying fundamentals of the
multifamily market favorably and expects there will be industry
capital available to refinance maturing.
The company's reliance on secured funding weighs on the credit
profile. KREF's secured debt to gross tangible assets ratio rose to
74.1% as of March 31, 2023 from 69.8% one year earlier. Moody's
views a high level of secured debt as credit negative because it
encumbers earning assets and limits financial flexibility in
challenging operating environments. Positively, KREF has a
diversified mix of funding sources including securitizations, term
lending agreements, and repurchase agreements. KREF has significant
maturities in 2026, which Moody's expects it will address well
ahead of maturity.
The stable outlook reflects Moody's view that despite expected
weakening in asset quality and profitability, KREF's capital
position and funding profile will remain stable and supportive of
the company credit profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
KREF's ratings could be upgraded if the company 1) shows
sustainable improvement in problem loans; 2) strengthen its capital
position; 3) reduces its reliance on secured debt financing and
increases unencumbered assets; and 4) demonstrates a track record
of profitability that compares well with peers.
KREF's ratings could be downgraded if the company: 1) experiences
further deterioration in asset quality; 2) weakens its capital
position; or 3) shrinks the amount of its availability under
secured borrowing facilities.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
LADDER CAPITAL: Moody's Affirms 'Ba1' CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 corporate family
rating of Ladder Capital Corp and the Ba2 senior unsecured ratings
of Ladder Capital Finance Holdings LLLP (collectively referred to
as Ladder). The outlook is stable.
RATINGS RATIONALE
The affirmation of Ladder's Ba1 long-term CFR reflects the
company's strong and consistent financial performance, including
its high-quality commercial real estate (CRE) assets, moderate
leverage and better-than-peer funding diversification. Ladder has
demonstrated strong credit results, having recorded minimal credit
losses in its loan portfolio since inception. At the same time,
Moody's expects Ladder's asset quality will be challenged by a
deterioration in the operating environment for non-bank CRE lenders
stemming from higher interest rates, tightening credit conditions,
and uncertainty surrounding the future of office properties.
Ladder's ratings also take into consideration the company's
business concentration in the CRE sector and the elevated
proportion of secured funding in its debt capital structure.
Ladder's asset quality has also shown steady improvement over the
past two years. Non-accruals fell to 1.4% as of March 31, 2023 from
2.1% one year earlier and 6.5% as of March 31, 2021. As of March
31, 2023, Ladder reported two loans on non-accrual status, although
Moody's expect problem loans to increase across the sector as
operating conditions weaken. Ladder increased its general reserve
to $23.5 million (62 bps of gross loans) as of March 31, 2023 from
$12.9 million (33 bps) one year earlier. Its asset-specific reserve
fell to $2.7 million (7 bps) from $20.2 million (52 bps) over the
same period.
Ladder's capitalization, measured as tangible common equity to
tangible managed assets (TCE/TMA), rose modestly to 26.1% as of
March 31, 2023 from 25.25% one year earlier, and is the second
highest TCE/TMA ratio in the non-bank CRE lenders peer group. The
company has reported solid core profitability over the last two
years and has grown its balance sheet at a less rapid pace than
peers. Total assets were $5.86 billion as of March 31, 2023,
broadly unchanged from $5.88 billion as of December 31, 2020.
Although lower than peers, the company's reliance on secured
funding is a constraint on Ladder's credit profile. The company's
secured debt to gross tangible assets ratio was 41.6% as of March
31, 2023, up slightly from to 39.2% as of March 31, 2022. Moody's
views an elevated level of secured debt as credit negative because
it encumbers earning assets and limits financial flexibility in
challenging operating environments. Positively, Ladder has no
significant near-term maturities.
Ladder's Ba2 long-term senior unsecured bond rating reflects the
bonds' priority ranking in Ladder's capital structure.
The stable outlook reflects Moody's view that although there may be
weakening in asset quality, Ladder's capital position and funding
profile will remain stable over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ladder's ratings could be upgraded if the company: 1) improves its
funding diversification, reducing further its reliance on secured
debt, as evidenced by a secured debt to gross tangible assets ratio
of 30% or lower; 2) improves its liquidity runway by further
lengthening its debt maturities; 3) continues to demonstrate
predictable earnings and asset quality over a sustained period; and
4) further solidifies its franchise positioning.
Ladder's ratings could be downgraded if the company: 1) experiences
a material deterioration in asset quality; 2) weakens its capital
position; 3) encounters liquidity challenges; 4) demonstrates a
material decline in profitability; or 5) increases its reliance on
secured debt, as evidenced by a secured debt to gross tangible
assets ratio of 45% or higher on a sustained basis.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
LAURA'S ORIGINAL: Court OKs Cash Collateral Access Thru July 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized Laura's Original Boston Brownies, Inc. to continue using
the cash collateral of Comerica Bank on an interim basis through
July 20, 2023.
The Debtor is permitted to use cash collateral to pay its
reasonable, ordinary, and necessary expenses in accordance with the
budget, with a 15% variance.
To provide the lender adequate protection, Comerica is granted a
full replacement lien on and security interest in all tangible and
intangible personal property of the Debtor acquired post-petition.
A continued hearing on the matter is set for July 17 at 1:30 p.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=MHYzSC from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$184,370 for June 2023;
$184,270 for July 2023; and
$184,270 for August 2023.
About Laura's Original Boston Brownies, Inc.
Laura's Original Boston Brownies, Inc. offers low sugar, high
fiber, and clean label products. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No.
23-00656) on March 13, 2023. In the petition signed by Laura
Katleman, chief executive officer, the Debtor disclosed $6,651,309
in assets and $6,498,970 in liabilities.
Judge Christopher B. Latham oversees the case.
Paul Leeds, Esq., at Franklin Soto Leeds LLP, represents the Debtor
as legal counsel.
LHS BORROWER: Moody's Affirms B2 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed LHS Borrower, LLC's B2 corporate
family rating, B2-PD probability of default rating, and the B1
rating on the company's senior secured credit facility. The outlook
has been changed to negative from stable.
The negative outlook reflects elevated execution risk in
successfully adapting business operations to a materially slower
growth market environment in the company's core business and
producing sustained improvement in credit metrics.
"LHS faces the challenge of successfully executing credit metric
improvement through operating efficiencies, cost reduction
initiatives, and business vertical expansion, while growth rates in
its core business, LeafFilter Gutter Protection, have materially
fallen," said Scott Manduca, Vice President at Moody's.
Affirmations:
Issuer: LHS Borrower, LLC
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Backed Senior Secured 1st Lien Term Loan B, Affirmed B1
Backed Senior Secured 1st Lien Revolving Credit Facility, Affirmed
B1
Outlook Actions:
Issuer: LHS Borrower, LLC
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The B2 CFR is supported by LHS's asset-lite business model and
future organic growth through white space opportunities in the US
and Canada. The company's direct-to-consumer business model (DTC)
provides the opportunity to generate robust free cash flow (before
dividends), as working capital needs and capital expenditures are
minimal. To expand its product offering, LHS has applied its DTC
business model to verticals beyond LeafFilter Gutter Protection
that are gaining traction, like Leaf Home Safety Solutions, Leaf
Home Enhancements, and Leaf Home Water Solutions. The B2 CFR
reflects past aggressive financial policy actions by private equity
ownership in the form of debt funded dividends, which, in addition
to slower growth levels, have contributed to elevated leverage
metrics of just under 7.0x debt/EBITDA for the last twelve months
ending March 31, 2023. Execution risk is elevated to restore credit
metrics and margins, as the company strives to efficiently
implement cost reduction initiatives and operational improvement
strategies. Furthermore, while LHS shifts its business profile into
various verticals, a material portion of revenue continues to be
derived from one product, LeafFilter Gutter Protection.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a downgrade if debt-to-EBITDA is above 5.5x,
EBITA-to-interest expense is below 2.0x, and liquidity
deteriorates.
Moody's could consider an upgrade if debt-to-EBITDA is below 4.5x,
EBITA-to-interest expense is above 3.0x, and there is less revenue
concentration from the core business, LeafFilter Gutter
Protection.
LHS Borrower, LLC, a wholly-owned subsidiary of Leaf Home, LLC, is
a direct-to-consumer home solutions platform serving underserved
markets with innovative home safety and improvement solutions
throughout the United States and Canada. Leaf Home, LLC was
purchased through an LBO by Gridiron Capital in 2016.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
LTL MANAGEMENT: Talc Creditors Want to File Own Chapter 11 Plan
---------------------------------------------------------------
James Nani of Bloomberg Law reports that a cancer victim group
seeking compensation from Johnson & Johnson has asked to file its
own version of a reorganization plan for J&J's bankrupt spinoff LTL
Management that would allow the possibility of pursuing claims in
non-bankruptcy courts.
Johnson & Johnson created its LTL unit to handle claims from people
who say they developed cancer from using the healthcare giant's
talc products. To limit damages, J&J put LTL into bankruptcy,
turning talc claimants essentially into its creditors.
LTL has filed its reorganization plan in May 2023, premised on
paying $8.9 billion to settle talc claims.
About LTL Management
LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J),
which was formed to manage and defend thousands of talc-related
claims and oversee the operations of Royalty A&M. Royalty A&M owns
a portfolio of royalty revenue streams, including royalty revenue
streams based on third-party sales of LACTAID, MYLANTA/MYLICON and
ROGAINE products.
LTL Management filed a petition for Chapter 11 protection (Bankr.
W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On January 30, 2023, a panel of the Third Circuit issued an opinion
directing 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.
LUCKY BUCKS: Has $82MM DIP Loan from Wilmington Savings
-------------------------------------------------------
Lucky Bucks, LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to use cash
collateral and obtain postpetition financing.
The DIP Facility is a key component of the holistic restructuring
the Debtors have negotiated prepetition with ad hoc groups and that
is reflected in a Restructuring Support Agreement and a prepackaged
Plan.
The DIP Facility provides the Debtors with $20.5 million in new
funded capital that is necessary to fund the Debtors' Chapter 11
Cases and their reorganized businesses. This facility is
backstopped by the members of an ad hoc group of term lenders and
an ad hoc group of revolving loan lenders under the Prepetition
First Lien Credit Agreement, but will be made available to all
Prepetition First Lien Lenders on a pro rata basis.
Additionally, the DIP Facility provides for the roll-up of $61.5
million of existing obligations under the Prepetition First Lien
Credit Agreement. Finally, the DIP Facility provides that its
entire principal balance can be converted, in accordance with the
provisions of the Plan, into the Exit Facility, which will help
provide the reorganized Debtors with the liquidity they need
post-emergence.
Wilmington Savings Fund Society, FSB, or an agent reasonably
acceptable to Lucky Bucks and the Required Backstop Lenders will be
the sole administrative agent and collateral agent for the DIP
Facility.
The DIP Loans will mature and be due and payable on the earliest to
occur of:
(i) 120 calendar days after the Petition Date; provided that
the Initial Maturity Date may be extended with the prior written
consent of the Required DIP Lenders in their sole discretion for up
to 1 additional 30-day period;
(ii) the date of substantial consummation of a plan of
reorganization filed in the Chapter 11 Cases that is confirmed
pursuant to an order entered by the Bankruptcy Court;
(iii) the date the Bankruptcy Court orders the conversion of the
bankruptcy case of any of the Debtors to a liquidation pursuant to
chapter 7 of the Bankruptcy Code; and
(iv) the date of acceleration of all or any portion of the DIP
Loans and the termination of the DIP Commitments upon the
occurrence of an Event of Default.
The events that constitute an "Event of Default" includes:
(i) the entry of a final order with respect the DIP Facility,
granting final approval of the DIP Facility and DIP Facility
Documents in form or substance that is not acceptable to the
Required DIP Lenders in their sole discretion;
(ii) failure by any OpCo Debtor to be in compliance with
provisions of the DIP Term Sheet (subject to applicable grace
periods as set forth in any DIP Facility Document or any DIP Order,
including a one Business Day grace period for delivery of the
Approved DIP Budgets, cash flow forecasts and Weekly Variance
Reports; it being understood and agreed that a failure to comply
with item (vii) (with respect to maintenance of existence and
material licenses) or (ix) (with respect to the loss of any
material license or the taking or failure to take any action that
could reasonably be expected to result in the loss of any material
license) of the section titled "Affirmative Covenants" will result
in an immediate Event of Default); and
(iii) any request made to the Bankruptcy Court by any Debtor
for the reversal, modification, amendment, stay, reconsideration or
vacatur of any DIP Order, as entered by the Bankruptcy Court.
The Debtors are required to comply with these milestones:
(i) The Debtor must file with the Bankruptcy Court a Plan and
Disclosure Statement on the Petition Date;
(ii) No later than six calendar days after the Petition Date,
the Bankruptcy Court will have entered the Interim DIP Order;
(iii) No later than seven calendar days after the Petition Date,
the independent director of the Board of Directors of Holdings will
deliver to the Lender Advisors an interim update of his findings in
respect of contract renewal churn;
(iv) No later than 14-calendar days after the Petition Date,
the independent director of the Board of Directors of Holdings will
deliver to the Lender Advisors a further interim update of his
findings in respect of contract renewal churn;
(v) No later than 35 calendar days after the Petition Date,
the Bankruptcy Court will have entered the Final DIP Order;
(vi) No later than 60 calendar days after the Petition Date,
the Bankruptcy Court will have entered the Confirmation Order (as
defined in the Restructuring Support Agreement) with respect to the
Plan; and
(vii) No later than five calendar days after the later of (a)
the receipt of any required approvals of the GLC or as otherwise
may be required under the rules of the GLC or any other applicable
COAM Law in connection with the Stand-Alone Restructuring
Transactions and the occurrence of the Plan Effective Date and (b)
the entry of the Confirmation Order, the Plan Effective Date will
have occurred.
As of the Petition Date, the Debtors have outstanding funded debt
obligations in the aggregate principal amount of $610 million,
consisting of (i) $554 million of secured debt under the TL
Facility, plus applicable interest, premiums (if any), costs, fees,
expenses and other obligations and (ii) $56 million of secured debt
under a RC Facility, plus applicable interest, premiums (if any),
costs, fees, expenses and other obligations, each pursuant to the
Prepetition First Lien Credit Agreement.
As adequate protection, the Prepetition First Lien Agent, for the
benefit of itself and the other Prepetition Secured Parties, will
be granted, as security for and solely to the extent of any
Diminution in Value, additional and replacement valid, binding,
enforceable, non-avoidable, effective and automatically perfected
liens on, and security interest in the DIP Collateral, excluding,
for the avoidance of doubt, the Avoidance Actions, but including
the Avoidance Proceeds, without the necessity of the execution,
recordation or other filing of any security agreements, control
agreements, pledge agreements, financing statements, mortgages, or
other similar documents. The Adequate Protection Liens will be
subject and junior only to the DIP Liens, the Prepetition Permitted
Liens and the Carve Out.
As further adequate protection, and to the extent provided by 11
U.S.C. section 503(b) and 507(b), the Adequate Protection Parties
will be granted, as of the Petition Date, allowed administrative
expense claims in each of the Chapter 11 Cases to the extent of any
Diminution in Value.
A copy of the motion is available at https://urlcurt.com/u?l=jQdjFp
from PacerMonitor.com.
About Lucky Bucks, LLC
Headquartered in Norcross, Georgia, Lucky Bucks, LLC and affiliates
are digital skill-based coin-operated amusement machine route
operators based in and incorporated under the laws of the state of
Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10758) on June 9, 2023.
In the petition signed by James Boyden, executive vice president,
the Debtor disclosed up to $500 million in assets and up to $1
billion in liabilities. As of the Petition Date, the Debtors have
outstanding funded debt obligations in the aggregate principal
amount of $610 million.
Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and
Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A.,
represent the Debtor as legal counsel. Evercore Group L.L.C. serves
as the Debtors' investment banker. M3 Advisory Partners, L.P.
serves as the Debtors' financial advisor. Epiq Corporate
Restructuring, LLC serves as the Debtors' claims and noticing
agent.
MALLINCKRODT PLC: Lenders Start Opioid Payment Confidential Talks
-----------------------------------------------------------------
Reshmi Basu of Bloomberg News reports that Mallinckrodt Plc has
started confidential talks with some of its lenders to discuss how
to tackle a $200 million settlement payment tied to the drugmaker's
role in the opioid epidemic, according to people familiar with the
situation.
The payment, which is due June 16 and was earmarked for an opioid
trust, is supposed to be Mallinckrodt's first since exiting
bankruptcy a year ago. Various debtholder groups have formed ahead
of the opioid payment, as some lenders want Mallinckrodt to skip or
renegotiate it because they're concerned the payout could strain
the company's finances.
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.
MARINER HEALTH: PCO Reports Decline in Patient Care Quality
-----------------------------------------------------------
Blanca Castro, patient care ombudsman for Mariner Health Central,
Inc. and its affiliates, filed with the U.S. Bankruptcy Court for
the Northern District of California a report regarding the quality
of patient care provided at Parkview Healthcare Center.
The PCO stated that she remains concerned about the low staffing
and poor quality of care, and the type of complaints that are
persistent at Parkview, which seem to indicate the staff is not
properly trained on the level of care needed by some residents.
This has resulted in residents suffering from skin ulcers due to
nonmovement, which is the responsibility of Parkview staff. In
addition, residents are left unattended by staff even while
requiring assistance with bathroom needs, skin ulcers, and
assistance with toileting.
The PCO said they were assured during the sale of Parkview that the
quality of care would not decline, however, they continue to see
the same problems they brought up in their first report to the
bankruptcy court and that the Corrective Action Plan has not been
implemented.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=zKNq5B
About Mariner Health Central
Atlanta-based Mariner Health Central, Inc. provides administrative,
clinic and operational support services to skilled nursing
facilities, including the 121-bed facility operated by Parkview
Operating Company, LP.
Mariner and its affiliates, Parkview Operating Company and Parkview
Holding Company GP, LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The
cases were transferred to the U.S. Bankruptcy Court for the
Northern District of California (Bankr. D. Del. Lead Case No. 22
41079) on Oct. 25, 2022.
The Debtors estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million as of the bankruptcy
filing.
Judge William J. Lafferty oversees the cases.
The Debtors tapped Raines Feldman, LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware
counsel; and SierraConstellation Partners, LLC as restructuring
advisor. Lawrence Perkins, chief executive officer of
SierraConstellation, serves as the Debtors' chief restructuring
officer. Kurtzman Carson Consultants, LLC is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Robinson & Cole, LLP.
Blanca E. Castro is the patient care ombudsman appointed in the
Debtors' bankruptcy case.
MDWERKS INC: Incurs $41K Net Loss in First Quarter
--------------------------------------------------
MDwerks, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $41,451 for
the three months ended March 31, 2023, compared to a net loss of
$5,494 for the three months ended March 31, 2022.
As of March 31, 2023, the Company had $41,228 in total assets,
$112,048 in total liabilities, and a total stockholders' deficit of
$70,820.
The Company had an accumulated deficit of $489,167 as of and for
the three months ended March 31, 2023.
"Although management believes that it will be able to successfully
execute a Business Combination, which includes third party
financing and the raising of capital to meet the Company's future
liquidity needs, there can be no assurances in this regard. These
matters raise substantial doubt about the Company's ability to
continue as a going concern," MDWerks said in the SEC filing.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1295514/000149315223020562/form10-q.htm
About MDWerks
MDwerks, Inc. is a public shell company seeking to create value for
its shareholders by merging with another entity with experienced
management and opportunities for growth in return for shares of its
common stock.
MDwerks reported a net loss of $136,721 for the year ended Dec. 31,
2022, compared to net income of $37,976 for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had zero asset, $128,075 in
total liabilities, and a total stockholders' deficit of $128,075.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 27, 2023, citing that the Company has suffered net losses
from operations and a deficit in equity, which raises substantial
doubt about its ability to continue as a going concern.
MILLION DOLLAR SMILE: July 26 Hearing on Disclosures and Plan
-------------------------------------------------------------
Judge Margaret Mann has entered an order conditionally approving
the Disclosure Statement of Million Dollar Smile, LLC.
The Court to consider confirmation of the proposed Plan and to
consider approval of the Disclosure Statement on a final basis on
July 26, 2023, at 10:00 a.m. The hearing will be in person though
parties may request approval to appear by Zoom.gov pursuant to the
rules and process of the Court.
The last day for the Debtor to file a proof of service of its
solicitation package will be June 28, 2023.
The last day for creditors to cast ballots and to object to
confirmation of the Debtor's proposed Plan will be July 5, 2023.
Any objection must be served on counsel for the Debtor and on the
U.S. Trustee.
The last day for the Debtor to reply to any objection to
confirmation will be July 12, 2023.
The Debtor must file a summary of ballots cast and a memorandum or
motion to support the confirmation of its proposed Plan on or
before July 12, 2023.
The Debtor is authorized to serve a solicitation package consisting
of the Disclosure Statement, the Plan, a voting ballot, a notice,
and a letter from the Debtor concerning the balloting, not later
than June 5, 2023.
Attorney for the Debtor:
Steven R. Fox, Esq.
THE FOX LAW CORPORATION, INC.
17835 Ventura Blvd., Ste 306
Encino, CA 91316
Tel: (818) 774-3545
Fax: (818) 774-3707
E-mail: srfox@foxlaw.com
About Million Dollar Smile
Million Dollar Smile, LLC, offers oral hygiene and beauty products.
Million Dollar Smile sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-00001) on Jan. 2,
2023. In the petition signed by Angelo De Simone, managing member,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Judge Margaret Mann oversees the case.
Steven R. Fox, Esq., at The Fox Law Corporation, Inc., is the
Debtor's legal counsel.
MONITRONICS INTERNATIONAL: $398MM DIP Loan from Alter Domus OK'd
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Monitronics International, Inc. and
its debtor-affiliates to use cash collateral and obtain
postpetition financing, on a final basis.
The Debtor obtained a senior secured, superpriority and priming
debtor-in-possession term loan credit facility consisting of new
money term loans in an aggregate principal amount of approximately
$398.6 million subject to the terms and conditions set forth in the
Superpriority Secured Debtor-in-Possession Credit Agreement by and
among the Borrower, the several financial institutions or other
entities from time to time party thereto as "Lenders", and Alter
Domus (US) LLC, as administrative agent and collateral agent.
The DIP Facility matures through the earliest of (a) the Interim
Facility Maturity Date, if the Final DIP Order has not been entered
by the Bankruptcy Court on or prior to such date, (b) the date that
is six months after the Petition Date, (c) the Approved Plan
Effective Date or the effective date of any other plan of
reorganization or liquidation in any of the Cases, (d) the filing
of a motion by the Loan Parties seeking dismissal of any Cases, the
dismissal of any of the Cases, the filing of a motion by the Loan
Parties seeking to convert any of the Cases to a case under chapter
7 of the Bankruptcy Code or the conversion of any of the Cases to a
case under chapter 7 of the Bankruptcy Code, (e) the date a sale of
all or substantially all of the Loan Parties' assets is consummated
under 11 U.S.C. section 363, (f) the acceleration of the
Obligations under the Facilities following the occurrence of an
Event of Default under the Loan Documents, and (g) the appointment
of a chapter 11 trustee.
The Debtors are required to comply with these milestones:
1. No later than June 26, 2023, which is 42 days after the
Petition Date, the Bankruptcy Court will have entered the Final DIP
Order, the Backstop and the Confirmation Order; and
2. No later than June 30, 2023, the Approved Plan Effective
Date will have occurred.
The DIP Credit Agreement provides for customary events of default,
including:
(i) nonpayment,
(ii) failure to comply with certain covenants,
(iii) the inaccuracy of a representation or warranty,
(iv) certain cross-defaults,
(v) the entry of certain judgments exceeding $10 million,
(vi) a change of control,
(vii) the entry of an order appointing a chapter 11 trustee or
an examiner with enlarged powers,
(viii) the filing of a motion by the Loan Parties seeking
dismissal or conversion of these chapter 11 cases,
(ix) the failure to abide by the milestones in the DIP Credit
Agreement or any of the provisions in the DIP Orders, and
(x) the termination of the Debtors' exclusivity, among other
things.
Pursuant to the senior secured credit agreement, dated as of August
30, 2019, by and among (a) the Company, as borrower, (b) the other
Debtors party thereto as guarantors, (c) Encina Private Credit SPV,
LLC, as administrative agent and collateral agent and (d) the
lenders party thereto from time to time, the 2019 Exit Facility
Lenders extended loans and other financial accommodations to and
for the benefit of the 2019 Exit Facility Loan Parties, and the
2019 Exit Facility Guarantors guaranteed on a joint and several
basis the 2019 Exit Facility Debt. The 2019 Exit Facility was
indefeasibly discharged on May 18, 2023 pursuant to the 2019 Exit
Facility Refinancing.
Pursuant to the loan agreement, dated as of August 30, 2019, by and
among (a) the Company, as borrower, (b) the other Debtors party
thereto as guarantors, (c) Cortland Capital Market Services LLC, as
administrative agent and collateral agent, and (d) the lenders
party thereto from time to time, the 2019 Takeback Facility Lenders
provided term loans and other financial accommodations to and for
the benefit of the 2019 Takeback Facility Loan Parties, and the
2019 Takeback Facility Guarantors guaranteed on a joint and several
basis the 2019 Takeback Facility Debt.
Pursuant to the Intercreditor and Collateral Agency Agreement,
dated as of August 30, 2019, by and among the Company, the other
grantors from time to time party thereto, and the Prepetition
Agents, the parties thereto agreed, among other things, to (a) be
bound by the waterfall and turnover provisions contained therein
with respect to the Shared Collateral, pursuant to which proceeds
thereof are to be applied, first, to the 2019 Exit Facility Debt
and, second, to the 2019 Takeback Facility Debt, (b) consent to, or
not oppose, certain actions taken, or rights asserted, by the
Applicable Authorized Representative, and (c) refrain from taking
certain actions with respect to the Shared Collateral.
The 2019 Exit Facility Loan Parties were indebted to the 2019 Exit
Facility Secured Parties in the aggregate principal amount of not
less than $294.4 million as of the Petition Date. The 2019 Exit
Facility Debt was indefeasibly discharged on May 18, 2023 pursuant
to the 2019 Exit Facility Refinancing.
The 2019 Takeback Facility Loan Parties were indebted to the 2019
Takeback Facility Secured Parties in the aggregate principal amount
of not less than $793.7 million as of the Petition Date.
The Debtors have a critical need to obtain the DIP Financing and
use Prepetition Collateral to, among other things, consummate the
2019 Exit Facility Refinancing, to continue the orderly operation
of their businesses, to maintain business relationships with
vendors, suppliers and customers, to make payroll, to make capital
expenditures, to satisfy other working capital and operational
needs and to fund expenses of the Chapter 11 Cases.
As adequate protection, the 2019 Takeback Facility Secured Parties
are granted adequate protection for any diminution in value of
their prepetition collateral:
(i) replacement liens on the DIP Collateral, senior to all
other liens other than the Permitted Prior Liens, the Carve-Out,
and the DIP Liens;
(ii) superpriority administrative claims, subject only to the
Carve-Out and the DIP Superpriority Claims;
(iii) current cash payments of the prepetition and postpetition
fees and expenses of the 2019 Takeback Term Loan Agent, the Ad Hoc
Lender Group, and their respective advisors; and
(iv) information rights.
A copy of the final order is available at
https://urlcurt.com/u?l=gcNhoC from PacerMonitor.com.
About Monitronics International
Farmers Branch, Texas-based Monitronics International, Inc. (doing
business as Brinks Home) is an American company that offers home
security systems. It is primarily engaged in the business of
providing residential and commercial customers with monitored home
and business security systems, as well as interactive and home
automation services.
After reaching a deal with lenders on a restructuring plan,
Monitronics International and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 23-90332) on May 15,
2023.
In the petitions signed by CEO William E. Niles, Monitronics
International disclosed $1 billion to $10 billion in assets and
liabilities. The Debtors have approximately $1.1 billion in total
funded debt obligations.
The Hon. Christopher M. Lopez oversees the cases.
The Debtors tapped HUNTON ANDREWS KURTH LLP and LATHAM & WATKINS
LLP as counsel; ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial
advisor; PJT PARTNERS LP as investment banker; and KROLL
RESTRUCTURING ADMINISTRATION, LLC as claims agent.
MONTGOMERY REALTY: Unsecureds' Recovery to Depend on Cathay Suit
----------------------------------------------------------------
Montgomery Realty Group, LLC, submitted a Disclosure Statement to
accompany the Plan of Reorganization dated May 31, 2023.
The Debtor's sole material asset is the ownership of a retail
building in a shopping center located at 1675 Willow Pass Road,
Concord, California (the "Property"). When the Debtor refinanced
the Property with Cathay Bank in 2018, it was appraised at $25
million. Under Cathay Bank's recent appraisal, which the Debtor
does not contest, the Property is only worth $8 million. The Debtor
believes that real estate values in the Bay Area rise and fall over
time and that the value of the Property will likely increase over
time, but there can be no assurance of its future value.
The Plan provides for a restructuring of secured and unsecured
debts. Secured Claims are paid to the extent legally required.
Unsecured Claims are paid only if there is success in the
prosecution of the Claims Against Cathay Bank. Cash flow generated
by post-bankruptcy operations are dedicated (a) to legally or
operationally required post-bankruptcy payments (b) to providing
funding for necessary post-confirmation litigation expenses,
principally respecting the Claims Against Cathay Bank, and (c) to
the extent practicable, to providing some payment on account of
post-bankruptcy, pre-confirmation litigation expenses
("administrative claims"), which would otherwise be entitled to
prompt payment in full.
Unsecured creditors are entitled to the residue of the bankruptcy
estate before equity. In this case, there is no prospect of a
meaningful recovery to unsecured creditors unless there is success
in the prosecution of the claims Against Cathay Bank.
Cathay Bank has requested permission to foreclose ("relief from
stay") or to dismiss the bankruptcy case or to convert it to a
Chapter 7 case. All of those alternatives would evade prosecution
of the Claims Against Cathay Bank and result in no distribution to
general creditors. Likewise, confirmation of a Cram Down Plan alone
would have substantially the same effect: at face, Cathay Bank's
Class CB-UNS constitutes about 92.8% of the unsecured claims, and
would therefore receive the lion's share of any funds available for
distribution.
The Plan acknowledges objective reality and provides that every
resource will be dedicated to prosecuting the Claims Against Cathay
Bank, since it represents the only prospect of a recovery to
general unsecured creditors… and for justice.
The Plan provides that no creditor will have any claim to the cash
on hand or future positive cash flow. Cathay Bank's ability during
the pendency of the Chapter 11 case to assert "cash collateral"
rights in all cash has made prosecuting the Claims Against Cathay
Bank impracticable prior to confirmation of the Plan.
Under the Plan, cash on hand and generated by operations will be
expended in the following order of priority:
1. Legal and operational requirements, including
post-Confirmation insurance, utilities, maintenance, real property
tax payments and monthly payments to Contra Costa Properties;
2. Required Plan payments on the Tax Claim, to Cathay Bank, to
Contra Costa Properties and on administrative claims other than
Admin-Prof claims;
3. Post-confirmation litigation fees or costs relating to
prosecuting the Claims Against Cathay Bank, the eviction against
Bins and the Roofing Litigation; and
4. To the extent that there are sufficient excess funds in the
Reorganized Debtor's view, as ratable distributions on allowed
Admin-Prof claims.
Counsel for Montgomery Realty Group:
Michael St. James, Esq.
ST. JAMES LAW, P.C.
22 Battery Street, Suite 810
San Francisco, CA 94111
Tel: (415) 391-7566
Fax: (415) 391-7568
E-mail: michael@stjames-law.com
A copy of the Disclosure Statement dated May 31, 2023, is available
at bit.ly/3oALaWh from PacerMonitor.com.
About Montgomery Realty Group
Montgomery Realty Group, LLC, is the owner of the commercial real
property located at 1675 Willow Pass Road, Concord, California.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 22-41290) on December
20, 2022. In the petition signed by Raj Maniar, manager, the Debtor
disclosed up to $50 million in both assets and liabilities.
Judge William J. Lafferty, III oversees the case.
Michael St. James, Esq., at St. James Law, P.C, is the Debtor's
legal counsel.
MORGAN TURF: Court Confirms Reorganization Plan
-----------------------------------------------
Judge Catherine Peek McEwen has entered an order finally approving
the Disclosure Statement of Morgan Turf, LLC.
The Plan of Reorganization filed on March 28, 2023 is confirmed
pursuant to Section 1129(a) of the Bankruptcy Code.
The Court will conduct a Status Conference in this cause on June
29, 2023 at 2:30 p.m. in Courtroom 8-B, Sam Gibbons United States
Courthouse, 801 N. Florida Avenue, Tampa, Florida.
Changes made on the record in Open Court:
A. That Section 11 of the Plan shall be amended to state that
the Debtor can only withdraw or revoke the Plan prior to the
confirmation hearing.
B. That the distribution to unsecured creditors provided by the
Plan shall be a pro rata distribution of the Debtor's actual net
income after payment of all operating expenses, payment to secured
creditors, attorney's fees and costs of this proceeding, but not
less than 50% of allowed Unsecured Claims.
C. The Debtor will make no distributions or payments based upon
equity interests or ownership during the pendency of the Plan.
The minimum payment to Unsecured Creditors is reflected in Exhibit
"A" attached hereto and by reference made a part hereof will be
deemed finalized and binding as to the Unsecured Creditors thirty
days after entry of this order, absent any pending objections.
Nothing in this order prohibits the Debtor's right to seek payment
changes through the Court, specifically including there calculation
of the amount of distributions for General Unsecured Creditors.
Additionally, the payments listed in the Payment Schedule or in the
promissory notes to be issued to the General Unsecured Creditors
may be changed based upon the Debtor's net income after payment of
operating expenses, plan payments, secured creditor payments in
accordance with the provisions of the Plan as confirmed by the
Court. Further, these amounts may be changed modified, altered, or
forgiven through mutual consent of both parties at issue. Creditors
may forgive payments due to them pursuant to the Confirmed Plan
without requiring further consent of the Debtor or this Court; such
forgiveness shall have no effect on any other creditor or any other
payments due under the Confirmed Plan.
About Morgan Turf LLC
Morgan Turf LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D.
Fla. Case No. 22-04620) on Nov. 18, 2022. Judge Catherine Peek
McEwen is assigned the case. The Debtor is represented by Pierce J
Guard, Jr, Esq. at The Guard Law Group, PLLC.
MOUROUX FAMILY: PCO Submits First Report
----------------------------------------
Tamar Terzian, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Northern District of
California a report regarding the quality of patient care provided
by Mouroux Family Chiropractic, Inc.
Mouroux provides treatment for arthritis, IV therapy, knee pain,
headaches and migraines, and neuropathy at its health care facility
in California.
The PCO conducted a visit to the facility and noted that there are
no changes in terms of the quality of care. Mouroux has sufficient
equipment, supplies and staff to continue to provide patients the
required standard of care, according to the PCO's first interim
report, which covers the period April 11 to June 11, 2023.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=7xkNH3 from PacerMonitor.com.
About Mouroux Family Chiropractic
Mouroux Family Chiropractic, Inc. offers "one-stop" chiropractic
and medical services in the greater San Jose, California area.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-50186) on Feb. 24,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. Judge Stephen L. Johnson oversees the case.
Steven E. Cowen, Esq., at S.E. Cowen Law represents the Debtor as
legal counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's bankruptcy case.
MRS BUSY BEE: 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 Mrs. Busy
Bee Air Conditioning and Heating, 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 Road, Unit 603
Jacksonville, Florida 32258
Phone: (904) 570-9180
Email: trustee@mcconnelllawgroup.com
About Mrs. Busy Bee
Mrs. Busy Bee Air Conditioning and Heating, LLC provides
residential and commercial HVAC services in Orlando, Fla., and the
surrounding areas.
Mrs. Busy Bee filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02139) on May 31,
2023, with $50,001 to $100,000 in assets and $100,001 to $500,000
in liabilities. Esther M. De La Torre, managing member, signed the
petition.
Judge Tiffany P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, represents the
Debtor as legal counsel.
MURPHY CREEK: Seeks June 16 Extension to File Plan Disclosures
--------------------------------------------------------------
Murphy Creek Estates, LLC, filed its Third Motion for Extension of
Time to File Disclosure Statement.
On April 6, 2023, the Debtor entered into a Stipulation with
Secured Creditors Murphy Creek Estates Funding, LLC, Tom Clyde
Lawrence Wellman and Barbara Aanonson to resolve their Motion to
Designate the Proceeding a Single Asset Real Estate Case. In the
Stipulation, the parties agreed the deadline for the Debtor to file
a plan of reorganization that has a reasonable probability of being
confirmed within a reasonable time is May 19, 2023.
The Debtor and Lennar are diligently working to finalize the
Purchase and Sale Agreement. The terms of the Purchase and Sale
Agreement are material information to be disclosed in the Debtor's
Disclosure Statement. The Debtor has provided its final edits to
Lennar and is awaiting its response and finalization of the
Agreement.
On May 19, 2023 the Debtor filed its Motion for Extension of Time
to File Disclosure Statement seeking an extension through May 31,
2023 to file its Disclosure Statement as the Debtor anticipated the
Purchase and Sale Agreement would be finalized by May 31, 2023. The
Court granted the Motion for Extension of Time. On May 31, 2023,
the Debtor filed its Second Motion for Extension of Time to File
Disclosure Statement seeking an extension through June 7, 2023,
which was granted.
While the Debtor and Lennar are close to finalizing the Purchase
and Sale Agreement, it is not yet finalized. The Debtor requests a
third extension through June 16, 2023 to file the Disclosure
Statement to enable the parties to finalize the Purchase and Sale
Agreement.
Attorney for the Debtor:
Bonnie Bell Bond, Esq.
LAW OFFICE OF BONNIE BELL BOND, LLC
8400 E. Prentice Avenue, Suite 1040
Greenwood Village, CO 80111
Tel: (303) 770-0926
Fax: (303) 770-0965
E-mail: bonnie@bellbondlaw.com
About Murphy Creek Estates
Murphy Creek Estates, LLC, a company in Greenwood Village, Colo.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Colo. Case No. 22-13594) on Sept. 19, 2022, with up to
$10 million in both assets and liabilities. Judge Kimberley H.
Tyson oversees the case.
The Debtor tapped Bonnie Bell Bond, Esq., at the Law Office of
Bonnie Bell Bond as bankruptcy counsel and Montgomery Little &
Soran, P.C. as special counsel.
MWEC MANAGEMENT: AG Twin's $1.9M Loan Has 94% Markdown
------------------------------------------------------
AG Twin Brook Capital Income Fund has marked its $1,924,000 loan
extended to MWEC Management, LLC to market at $109,000 or 6% of the
outstanding amount, as of March 31, 2023, according to a disclosure
contained in AG Twin's Form 10-Q for the Quarterly Period ended
March 31, 2023, filed with the Securities and Exchange Commission.
AG Twin is a participant in a First Lien Senior Secured Revolving
Loan to MWEC Management, LLC. The loan accrues interest at a rate
of 11.89% (S + 6.50%) per annum. The loan matures on February 14,
2028.
AG Twin Brook Capital Income Fund is a Delaware statutory trust
which was formed on January 27, 2022. AGTB Fund Manager, LLC, a
wholly-owned subsidiary of Angelo, Gordon & Co L.P., serves as the
investment adviser of the Company. The Advisor is registered as an
investment adviser with the U.S. Securities and Exchange Commission
under the Investment Advisers Act of 1940. The Company has elected
to be regulated as a business development company under the
Investment Company Act of 1940. The Company intends to elect to be
treated for federal income tax purposes, and intends to qualify
annually thereafter, as a regulated investment company as defined
under Subchapter M of the Internal Revenue Code of 1986, as
amended.
MY SISTER'S CLOSET: Rob Messerli Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 14 appointed Rob Messerli of Gunrock
Venture Partners as Subchapter V trustee for My Sister's Closet,
LLC.
Mr. Messerli will be paid an hourly fee of $225 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Messerli declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Rob Messerli
6917 Tomahawk Road
P.O. Box 8686
Prairie Village, KS 66208-2618
Phone: 913-662-3524
Email: rob.messerli@gunrockvp.com
About My Sister's Closet
My Sister's Closet, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Kan. Case No.
23-20604) on May 31, 2023, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities. Judge Dale L. Somers
oversees the case.
The Debtor is represented by Ryan A. Blay, Esq., at Wagoner
Bankruptcy Group, P.C.
MY TRUE MILES: Linda Leali Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as
Subchapter V trustee for My True Miles, LLC.
Ms. Leali will be paid an hourly fee of $450 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Leali declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Linda M. Leali
Linda M. Leali, P.A.
2525 Ponce De Leon Blvd., Suite 300
Coral Gables, FL 33134
Phone: (305) 341-0671, ext. 1
Fax: (786) 294-6671
Email: leali@lealilaw.com
About My True Miles
My True Miles, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14354) on June
2, 2023, with as much as $50,000 in assets and $500,001 to $1
million in liabilities. Judge Erik P. Kimball oversees the case.
The Debtor is represented by Stephen C. Breuer, Esq., at Breuer
Law, PLLC.
NATURALSHRIMP INC: Signs Technology Licensing Deal With Niterra
---------------------------------------------------------------
NaturalShrimp, Inc. has signed a licensing agreement with Niterra
Co., Ltd. (formerly NGK SPARK PLUG, CO., LTD.). The agreement
allows for the trial use of NaturalShrimp's patented shrimp growing
technologies.
Niterra is a world leading maker of spark plugs for virtually every
automotive, motorcycle, marine and small engine application.
Niterra Ventures Company, a division of Niterra Co., Ltd. actively
explores opportunities to generate new revenue streams within
various business sectors, including mobility, food, medical, energy
and environment. The group fosters growth through partnerships,
investments, internal developments and collaborations. Within
Niterra Ventures Company, an important endeavor is the development
of sensor-enabled RAS. In line with this commitment, Niterra also
possesses and operates a research facility dedicated to advancing
the techniques and practices of shrimp cultivation.
Under the terms of the agreement, NaturalShrimp will provide
Niterra access to its proprietary Electrocoagulation (EC) and
Hydrogas technologies to test the suitability and viability of the
patented technology in shrimp cultivation within small-scale,
locally owned aquacultural farms. Both companies have recognized
that the trial serves as a foundation for potential future
collaborations, joint business relationships and ventures,
transactions, or other business combinations.
The trial period is expected to take up to six months from the
deployment of the required equipment at the chosen trial location.
This equipment includes Electrocoagulation equipment, Hydrogas and
water dosing equipment, assorted connectors and other necessary
components. Upon successful completion of this initial trial,
Niterra will consider conducting further studies and trials to
evaluate the efficacy of NaturalShrimp technologies on additional
aquatic species, under separate agreements.
"Niterra Ventures Company's mission to pursue innovative solutions
and tackle tomorrow's challenges makes them an ideal partner for
our technologies," said Gerald Easterling, CEO of NaturalShrimp.
"Niterra is the first company in Asia to license our technology,
expanding our opportunity to provide fresh, naturally grown shrimp
in one of the world's largest seafood markets. We expect a
successful initial trial that will lay the groundwork for
additional agreements with different species. We look forward to
building a strong collaborative relationship with Niterra as they
explore how our easily controlled technologies electronically
remove ammonia and nitrites, reduce the bacteria load, and improve
the overall health of animals within an aquaculture system."
Dirk Schapeler, president of Niterra Ventures Company, added,
"Land-based food production plays an increasingly important role to
provide healthy food to the world's growing population and this
requires water quality management. We currently have a team
working on a land-based aquaculture system that detects changes in
ammonia levels to stabilize the environment for healthy shrimp
growth and production. We believe the use of NaturalShrimp's
proprietary technologies will further advance our capabilities to
produce premium quality shrimp using a high degree of automation
within an indoor environment."
About NaturalShrimp
NaturalShrimp, Inc. is a publicly traded aqua-tech Company,
headquartered in Dallas, with production facilities located near
San Antonio, Texas. The Company has developed a commercially
viable system for growing shrimp in enclosed, salt-water systems,
using patented technology to produce fresh, never frozen, naturally
grown shrimp, without the use of antibiotics or toxic chemicals.
NaturalShrimp systems can be located anywhere in the world to
produce gourmet-grade Pacific white shrimp.
Naturalshrimp reported a net loss of $86.30 million for the year
ended March 31, 2022, a net loss of $3.59 million for the year
ended March 31, 2021, and a net loss of $4.81 million for the year
ended March 31, 2020. As of June 30, 2022, the Company had $35.45
million in total assets, $24.71 million in total liabilities, $2.02
million in series E redeemable convertible preferred stock, $43.61
million in series F redeemable convertible preferred stock, and a
total stockholders' deficit of $34.89 million.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor, issued a "going concern" qualification in its report dated
June 29, 2022, citing that the Company has suffered significant
losses from inception and has a significant working capital
deficit. These conditions raise substantial doubt about its
ability to continue as a going concern.
NEFCO HOLDING: AG Twin Marks $3.04M Loan at 63%
-----------------------------------------------
AG Twin Brook Capital Income Fund has marked its $3,045,000 loan
extended to NEFCO Holding Company, LLC to market at $1,113,000 or
37% of the outstanding amount, as of March 31, 2023, according to a
disclosure contained in AG Twin's Form 10-Q for the Quarterly
Period ended March 31, 2023, filed with the Securities and Exchange
Commission.
AG Twin is a participant in a First Lien Senior Secured Revolving
Loan to NEFCO Holding Company, LLC. The loan accrues interest at a
rate of 13% (P + 5.50%) per annum. The loan matures on August 5,
2028.
AG Twin Brook Capital Income Fund is a Delaware statutory trust
which was formed on January 27, 2022. AGTB Fund Manager, LLC, a
wholly-owned subsidiary of Angelo, Gordon & Co L.P., serves as the
investment adviser of the Company. The Advisor is registered as an
investment adviser with the U.S. Securities and Exchange Commission
under the Investment Advisers Act of 1940. The Company has elected
to be regulated as a business development company under the
Investment Company Act of 1940. The Company intends to elect to be
treated for federal income tax purposes, and intends to qualify
annually thereafter, as a regulated investment company as defined
under Subchapter M of the Internal Revenue Code of 1986, as
amended.
NEFCO is a family owned and operated construction Supply Company
providing a broad range of products and services to a large variety
of professional contractors.
NEFCO HOLDING: AG Twin Virtually Writes Off $2.1M Loan
------------------------------------------------------
AG Twin Brook Capital Income Fund has marked its $2,192,000 loan
extended to NEFCO Holding Company, LLC to market at $26,000 or
1.19% of the outstanding amount, as of March 31, 2023, according to
a disclosure contained in AG Twin's Form 10-Q for the Quarterly
Period ended March 31, 2023, filed with the Securities and Exchange
Commission.
AG Twin is a participant in a First Lien Senior Secured Delayed
Draw Term Loan to NEFCO Holding Company, LLC. The loan accrues
interest at a rate of 11.55% (S + 6.50%) per annum. The loan
matures on August 5, 2024.
AG Twin Brook Capital Income Fund is a Delaware statutory trust
which was formed on January 27, 2022. AGTB Fund Manager, LLC, a
wholly-owned subsidiary of Angelo, Gordon & Co L.P., serves as the
investment adviser of the Company. The Advisor is registered as an
investment adviser with the U.S. Securities and Exchange Commission
under the Investment Advisers Act of 1940. The Company has elected
to be regulated as a business development company under the
Investment Company Act of 1940. The Company intends to elect to be
treated for federal income tax purposes, and intends to qualify
annually thereafter, as a regulated investment company as defined
under Subchapter M of the Internal Revenue Code of 1986, as
amended.
NEFCO is a family owned and operated construction Supply Company
providing a broad range of products and services to a large variety
of professional contractors.
NEONATOLOGIST ASSOCIATES: Taps Jose Toro-Mercado as Accountant
--------------------------------------------------------------
Neonatologist Associates, PSC seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Jose
Toro-Mercado, CPA as its accountant.
The Debtor requires an accountant to:
(a) supervise the accounting affairs of the Debtor and its
operations;
(b) prepare and review the Debtor's monthly operating reports
and any other accounting reports necessary for the proper
administration of the estate;
(c) prepare and review state and federal income tax and property
tax return, as required by law; and
(d) prepare the projection and all other analysis required for
the proposal and confirmation of a Chapter 11 plan.
The accountant will be paid an hourly fee of $175 per hour.
As disclosed in court filings, Mr. Toro-Mercado is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
Mr. Toro-Mercado can be reached at:
Jose A. Toro-Mercado, CPA, CVA
95 Mendez Vigo Street West
Cond. Las Nereidas, Suite 2A
Mayaguez, Puerto Rico 00682
Tel: (787) 834-3100
Email: cpajtoro@gmail.com
About Neonatologist Associates
Neonatologist Associates, PSC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 23-01393) on May
9, 2023, with as much as $1 million in both assets and liabilities.
Miguel A. Suarez Villamil, president of Neonatologist Associates,
signed the petition.
Judge Maria De Los Angeles Gonzalez oversees the case.
The Debtor tapped Jaime Rodriguez-Perez, Esq., at Hatillo Law
Office, PSC as legal counsel and Jose A. Toro-Mercado, CPA, CVA as
accountant.
NEWAGE INC: Sues Officers and Directors in Chapter 11
-----------------------------------------------------
Jeff Montgomery of Law360 reports that a liquidating trustee for
bankrupt network marketing venture NewAge Inc. has filed a 111-page
adversary complaint in the U. S. Bankruptcy Court for Delaware,
naming 20 individuals and six companies tied to "financial
devastation" wrought on the one-time global business prior to its
retreat into Chapter 11 in August 2022.
The case is NAI Liquidation Trust v. Frederick W. Cooper et al.,
Adv. Pro. Case No. 1:23-ap-50393, In re NewAge, Inc. (Bankr. D.
Del. Lead Case No. 1:22-bk-10819). The complaint was filed May 31,
2023, by NAI Liquidation Trust, by and through its Liquidation
Trustee, Steven Balasiano against Frederick W. Cooper, Mark Wilson,
Brent Willis, Timothy Haas, Reginald Kapteyn, Alicia Syrett,
Gregory Gould, Chuck Ence, Carl Aure, Kevin Manion, Ed Brennan, Amy
Kuzdowicz, Greg Fea, Craig Thibodeau, Kwikclick, Inc., Jeffrey
Yates, Riley Timmer, Cooper Family Investments, LP, Yates Family
Investments, LLLP, Wilson Family Holdings, LLC, Timmer Family
Investments, LLLP, Chandler Family Investments 2.0, LLC, Ian
Chandler, Brady Cooper, Wenhan Zhang, and Tyler B. Jones.
About NewAge Inc.
NewAge Inc. (Nasdaq: NBEV) -- http://www.NewAgeGroup.com/-- a
Utah-based company, commercializes a portfolio of organic and
healthy products worldwide primarily through a direct-to-consumer
(D2C) route to market distribution system across more than 50
countries. The company competes in three major category platforms
including health and wellness, inner and outer beauty, and
nutritional performance and weight management.
NewAge Inc. and certain of its subsidiaries, Ariix LLC, Morinda
Holdings, Inc., and Morinda, Inc., sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
22-10819) on August 30, 2022.
NewAge reported total assets of $310,902,000 against total
liabilities of $149,447,000 as of the bankruptcy filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Greenberg Traurig, LLP as bankruptcy counsel and
SierraConstellation Partners, LLC as financial advisor. Houlihan
Lokey Capital, Inc. conducted the pre-bankruptcy marketing process
for the Debtors. Stretto is the claims agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 14,
2022. Cole Schotz P.C. and Dundon Advisers LLC serve as the
committee's legal counsel and financial advisor, respectively.
On Nov. 30, 2022, the Debtors filed a combined disclosure statement
and joint Chapter 11 plan of liquidation. The Plan was confirmed
on March 1, 2023.
NOVO HEALTH: Jerome Kerkman Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 11 appointed Jerome Kerkman of Kerkman
& Dunn as Subchapter V trustee for NOVO Health Technology Group,
LLC.
Mr. Kerkman will be paid an hourly fee of $525 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Kerkman declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jerome R. Kerkman
Kerkman & Dunn
839 N. Jefferson Street, #400A
Milwaukee, WI 53202-3744
Phone: 414-277-8200
Fax: 414-277-0100
Email: jkerkman@kerkmandunn.com
About Novo Health Technology Group
Focus Solutions, LLC and two other creditors filed a Chapter 11
involuntary petition (Bankr. E.D. Wis. Case No. 23-21460) against
NOVO Health Technology Group, LLC on April 4, 2023. The creditors
are represented by James P. O'Neil, Esq.
Judge Beth E. Hanan oversees the case.
Steinhilber Swanson, LLP serves as the Debtor's legal counsel.
NXT ENERGY: Receives US$1.2M First Tranche of US$2.3M Financing
---------------------------------------------------------------
NXT Energy Solutions Inc. announced it has received US$1.2 million
of the previously announced US$2.3 million convertible debenture
from Ataraxia Capital, an affiliate of Synergy E&P Technologies
Limited.
Ataraxia intends to advance the remaining amount in the near
future.
New Board Member
The Company also announced that Mr. Theodore Patsellis is joining
the Board of Directors as the representative for Ataraxia as per
the terms of the convertible debenture. Mr. Patsellis is a Greek
attorney admitted to the Athens Bar Association in 1996, a Greek
Ministry of Justice certified Mediator, and the Owner of a Law firm
since 2013. He holds a Bachelor Degree from the Athens
Capodistrian Law University and an LL.M. degree from the
Ludwig-Maximilian University of Munich. Having worked for many
years with Ernst & Young, Hill International Inc. and other
renowned law firms, Mr. Patsellis has acquired extensive experience
working in diversified environments and a variety of business
cultures. With a strong German background and the experience of
having lived and worked in Germany, Greece, Serbia and Romania as a
lawyer and tax professional, he was able to lead a team of
professionals involved in large business transactions in the
South-East European region. His expertise comprises M&A, Corporate,
Transaction Law, Local and International taxation, Corporate
Governance and Compliance. His industry knowledge ranges from the
Telecommunications and Energy sectors to the Retail, Hospitality
and Consumer Products, Pharmaceuticals, and Real Estate. He is
currently sitting on the Board of Directors of PANA Holdings in
Mauritius and Vivid Living Co. S.A. in Greece.
NXT's Annual Meeting
NXT has rescheduled its annual meeting of shareholders to Aug. 2,
2023 to allow shareholders to approve the Company's new auditor,
MNP LLP. The meeting will be held in Calgary, Alberta and the new
record date is June 28, 2023.
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
NXT Energy a net loss and comprehensive loss of C$6.73 million in
2022, a net loss and comprehensive loss of C$3.12 million in 2021,
a net loss and comprehensive loss of $6.03 million in 2020.
Calgary, Canada-based KPMG LLP, the Company's auditor since 2006,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company's current and forecasted cash and
cash equivalents and short-term investments position are not
expected to be sufficient to meet its obligations which raises
substantial doubt about its ability to continue as a going concern.
OCEAN POWER: Terminates Offering Agreement With A.G.P/Alliance
--------------------------------------------------------------
Ocean Power Technologies, Inc. terminated its At the Market
Offering Agreement with A.G.P/Alliance Global Partners dated Nov.
20, 2020, according to a Form 8-K filed by the Company with the
Securities and Exchange Commission.
Under the AGP Agreement, the Company had sold and issued an
aggregate of 17,179,883 shares of its common stock with an
aggregate market value of $50.0 million at an average price of
$2.91 per share and paid AGP a sales commission of approximately
$1.6 million related to those shares. There were no penalties
associated with the termination.
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com--
provides intelligent maritime solutions and services that enable
safer, cleaner, and more productive ocean operations for the
defense and security, oil and gas, science and research, and
offshore wind markets. Its PowerBuoy platforms provide clean and
reliable electric power and real-time data communications for
remote maritime and subsea applications. The Company also provides
WAM-V autonomous surface vessels (ASV) and marine robotics services
through its wholly owned subsidiary Marine Advanced Robotics and
strategic consulting services including simulation engineering,
software engineering, concept design and motion analysis through
its wholly owned subsidiary 3Dent.
Ocean Power reported a net loss of $18.87 million for the 12 months
ended April 30, 2022, a net loss of $14.76 million for the 12
months ended April 30, 2021, a net loss of $10.35 million for the
12 months ended April 30, 2020, and a net loss of $12.25 million
for the 12 months ended April 30, 2019. As of Jan. 31, 2023, the
Company had $59.04 million in total assets, $6.10 million in total
liabilities, and $52.94 million in total shareholders' equity.
OMAHA BEACH: Seeks to Extend Plan Exclusivity to August 27
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Omaha Beach 3017, LLC (DE) asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend its exclusive periods within
which to file a Chapter 11 plan and to solicit acceptances thereof
to August 27 and October 27, 2023, respectively.
Absent an extension, the Debtor's exclusive Plan filing period was
scheduled to expire May 27.
The Debtor explained that more time is needed to resolve issues in
this case due to litigation and adversary proceeding.
The Debtor is represented by:
Joel M. Aresty, Esq.
JOEL M. ARESTY, P.A.
309 1st Ave S
Tierra Verde, FL 33715
Telephone: (305) 904-1903
Facsimile: (800) 559-1870
E-mail: Aresty@Mac.com
About Omaha Beach 3017
Omaha Beach 3017, LLC (DE) sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-10666) on Jan. 27, 2023, listing $100,001 to $500,000 in assets
and $500,001 to $1 million in liabilities.
Judge Laurel M Isicoff presides over the case.
Joel M. Aresty, Esq., at Joel M. Aresty, P.A. represents the Debtor
as counsel.
ONE BRIDAL: G. Matt Barberich Jr. Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 14 appointed G. Matt Barberich, Jr. of
B. Riley Advisory Services as Subchapter V trustee for The One
Bridal, LLC.
Mr. Barberich 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. Barberich declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
G. Matt Barberich, Jr.
B. Riley Advisory Services
7101 College Boulevard, Suite 730
Overland Park, KS 66210
Phone: 913-389-9270
Email: mbarberich@brileyfin.com
About The One Bridal
The One Bridal, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Kan. Case No. 23-20605) on May
31, 2023, with $500,001 to $1 million in both assets and
liabilities. Judge Robert D. Berger oversees the case.
The Debtor is represented by Ryan A. Blay, Esq., at Wagoner
Bankruptcy Group, P.C.
PGX HOLDINGS: Files for Chapter 11 to Pursue Sale
-------------------------------------------------
PGX Holdings filed for Chapter 11 bankruptcy protection to complete
a sale of the assets within three months
PGX is a technology and services company that specializes in credit
report repair services and consumer credit education. Today, the
Debtors provide their products and services to their 130,000
current customers who seek options to understand and improve their
credit profile. The Debtors' customers, on average, see five
negative items removed from their credit reports in just six
months.
PGX owns the consumer-facing brands and trademarks "Lexington Law,"
"CreditRepair.com," and "Credit.com." The Lexington Law brand is
licensed to debtor John C. Heath, Attorney at Law P.C. ("Lexington
Law Firm"), an independently-owned Utah professional corporation
that provides credit repair legal services directly to its clients.
Road to Bankruptcy
Notwithstanding significant growth of the Debtors' businesses in
the period leading up to 2016, since that time, these businesses
have faced an increasingly challenging operational environment,
ongoing litigation with the Consumer Financial Protection Bureau
(the "CFPB"), and, ultimately, severe liquidity constraints.
On May 2, 2019, the CFPB filed a complaint against several PGX
entities and Lexington Law Firm in the case styled Bureau of
Consumer Financial Protection v. Progrexion Marketing, Inc., et
al., Case No. 2:19-CV-00298-BSJ (the "CFPB Litigation"), currently
pending in the United States District Court for the District of
Utah (the "District Court"). The CFPB Litigation alleges the
following under five counts: (a) certain violations of 16 C.F.R.
Sec. 310.4(a)(2), which is the advance fee provision of the
Telemarketing Services Rule (the "TSR"), under Count I, and (b)
various unlawful deceptive acts or practices, under Counts II˗V.
Under Count I of the complaint, the CFPB alleges that the TSR makes
it unlawful for the Debtors to bill for credit repair services
until (a) the time frame represented for the delivery of all such
services has expired and (b) the seller has provided the customer
with a credit report demonstrating promised results issued more
than six months after such results were achieved. Under Counts
II˗V, the CFPB alleges, among other things, that various
unaffiliated third parties that refer customers to the Debtors have
made misleading statements to such customers about the efficacy of
the Debtors' services.
The Debtors deny the allegations in the CFPB Litigation and for
years have vigorously defended the lawsuit.
On March 10, 2023, the District Court granted a partial summary
judgment against the Debtors on Count I of the CFPB Litigation. In
response to the ruling and upon the expiration of an administrative
stay following the ruling, the Debtors shut down approximately 80%
of their business, including their call center, and laid off
approximately 900 employees, for the purpose of bringing the
business into compliance with the interpretation of the TSR
reflected in the District Court's ruling. Although the District
Court has not yet made a determination on the remedies resulting
from its ruling on Count I, the CFPB has demanded nearly $3 billion
in restitution or refunds and other monetary relief and has
requested certain injunctive relief.
In 2022, the Debtors had combined annual revenues of $388 million.
As of the Petition Date, the Debtors have $4 million in cash on
hand. PGX has $423.5 million of funded debt, consisting of:
* approximately $243.5 million under a first lien credit
facility secured by substantially all the assets of PGX; and
* approximately $180.0 million under a second lien credit
facility secured by the same collateral.
Lexington Law Firm has no prepetition funded debt but it is a
defendant to Count I in the CFPB Litigation. John C. Heath, the
directing attorney at Lexington Law Firm, owns 99% of its equity,
with the other 1% being owned by another attorney licensed in
Utah.
Chapter 11 Filing
The adverse ruling on Count I of the CFPB Litigation and the
resulting shuttering of a significant portion of the Debtors'
businesses immediately put severe stress on the Debtors'
operations. Accordingly, the Debtors retained Kirkland & Ellis LLP
("K&E"), Klehr Harrison Harvey Branzburg LLP, A&M, and Greenhill to
assist with contingency planning for potential chapter 11
proceedings.
Additionally, both PGX and Lexington Law Firm have appointed
independent directors (in the case of Lexington Law Firm, a
licensed attorney) to their respective boards and have hired Landis
Rath & Cobb LLP ("Landis") and Pachulski Stang Ziehl & Jones LLP
("Pachulski") as conflicts counsel, respectively. The Debtors also
retained a consumer privacy expert, Frejka PLLC, to address privacy
issues and concerns related to potential business transactions. In
particular, Frejka PLLC is reviewing the Debtors' privacy policies,
terms and conditions, and related data collection and marketing
practices, and interfacing with potential third parties regarding
the collection and permitted uses of personally identifiable
information.
The Debtors also immediately began engaging with the secured
lenders regarding a holistic restructuring transaction to be
effectuated through a chapter 11 process, which would include a
potential debtor-in-possession financing facility and one or more
stalking horse bids for substantially all the assets of PGX.
To that end, shortly before the Petition Date, the Debtors entered
into the following prepetition transactions to facilitate these
chapter 11 cases:
* DIP Facility. A commitment for a $19.925 million new money
super-priority debtor-in-possession financing facility (the "DIP
Facility"), including $12 million on an interim basis, to be
provided by Blue Torch and Prospect, incurred on a joint and
several basis by all Debtors, and secured by a priming lien on
substantially all of their assets. The DIP Facility will also
feature a roll-up of prepetition debt in the amount (a) $2.9
million, which corresponds to the amount of the emergency bridge
financing provided the week before the Petition Date, subject to
entry of the Interim Order, and (b) $39.85 million, subject to
entry of the Final Order. The DIP Facility matures 105 days after
the Petition Date.
* Stalking Horse Bids. The Debtors have negotiated and will
enter into two asset purchase agreements (together, the “APAs”)
for each of PGX and Lexington Law Firm. Under the APAs, a new
entity to be formed by the secured lenders will purchase
substantially all the assets of PGX and a new entity to be formed
by the current equity holders of Lexington Law will purchase
substantially all the assets of Lexington Law Firm, subject in each
case to a court-approved overbidding process.
* Restructuring Support Agreement. The Debtors also entered
into a restructuring support agreement with the secured lenders and
equity holders pursuant to which they agreed to contribute certain
proceeds of the sale in order to effectuate an orderly wind-down of
the Debtors' estates and support a liquidating chapter 11 plan if
the Debtors determine that a liquidating chapter 11 plan is in the
best interests of the estates.
Milestones
The DIP Facility, the APAs, and the Restructuring Support Agreement
contain the following milestones, among others, for a sale process
for substantially all the assets of the Debtors under section 363
of the Bankruptcy Code:
* No later than two calendar days after the Petition Date, the
Debtors shall file an appropriate motion with the Bankruptcy Court
for the sale of any of the Debtors' assets pursuant to Section 363
of the Bankruptcy Code and the bid procedures (the "Bid
Procedures") that establishes a date that is no later than 60
calendar days after the Petition Date as the deadline for the
submission of binding bids with respect to their assets;
* No later than four Business Days after the Petition Date, the
Bankruptcy Court shall have entered the Interim DIP Order;
* No later than 25 calendar days after the Petition Date, the
Bankruptcy Court shall have entered the Final DIP Order, subject to
the availability of the Bankruptcy Court to conduct the final
hearing on the DIP Facility;
* No later than 30 calendar days after the Petition Date,
obtain entry by the Bankruptcy Court of an order approving the Bid
Procedures, which order shall be in form and substance acceptable
to the DIP Agent at the direction of the Required DIP Lenders;
* No later than 65 calendar days after the Petition Date, the
Debtors shall commence an auction for the Acquired Assets, in
accordance with the Bid Procedures Order; provided that if there is
no higher or better offer submitted in comparison to the stalking
horse bid(s), no auction shall be held;
* No later than 70 calendar days after the Petition Date, the
Bankruptcy Court shall have entered one or more sale order(s)
(which shall be in form and substance acceptable to Required DIP
Lenders) approving each of the winning bid(s) resulting from such
sale(s); and
* Consummation of the sale and transactions contemplated
thereby shall occur no later than the date that is 105 calendar
days after the Petition Date.
Pursuant to this sale process, the Debtors intend to seek court
approval of a sale of substantially all of their assets free and
clear of all claims, interests, and encumbrances, including
obligations stemming from the CFPB Litigation. Time is of the
essence in consummating the sale. The Debtors' businesses, which
have been significantly downsized, are rapidly burning cash and
cannot afford an extended stay in chapter 11. The Debtors
vigorously negotiated for the largest postpetition financing
commitment and longest maturity possible to afford enough time to
market their assets, but ultimately were unable to obtain a larger
committed amount, longer maturity, or longer milestones than those
contained in the DIP Facility.
"Absent consummation of a sale on the timeline contemplated by the
DIP Facility, I believe the Debtors' businesses would be at
significant risk of liquidating, which would cost jobs, erode
recoveries for creditors, and prevent hard-working customers from
receiving these vital services," Chad Wallace, the CEO and
President of PGX Holdings, explains in court filings.
"Against that backdrop, the Debtors ultimately commenced these
chapter 11 cases to fully and fairly resolve their liabilities in
an effective, efficient, expeditious, and centralized forum under
the Bankruptcy Code. The Debtors are singularly focused on
preserving value for stakeholders enterprise-wide, preserving jobs,
and maintaining the ability to deliver best-in-class credit repair
services to enable their customers to maximize their participation
in society."
The Debtors believe that commencing a sale process as expeditiously
as possible and allowing potential purchasers, including the
stalking horse bidder, to implement a refreshed strategy for a new
business based on the updated interpretation of the law advanced by
the CFPB through consummation of one or more in-court restructuring
transactions and utilizing the tools of the Bankruptcy Code will
maximize the value of the Debtors' estates.
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
Kirkland and Ellis LLP, is the Debtors' bankruptcy counsel, Klehr
Harrison Harvey Branzburg LLP is the local bankruptcy counsel, and
Landis Rath and Cobb is the conflicts counsel. Alvarez & Marsal
North America, LLC is the financial advisor, and Greenhill and Co.,
LLC, is the investment banker. Kurtzman Carson Consultants LLC as
notice and claims agent.
PHOENIX TELECOM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Phoenix Telecom, Inc.
2991 S. Hwy. 29
Cantonment, FL 32533
Chapter 11 Petition Date: June 14, 2023
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 23-30408
Debtor's Counsel: Jodi Daniel Dubose, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
41 N. Jefferson St., Suite 111
Pensacola, FL 32502
Tel: 850-637-1836
Email: jdubose@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jesus V. Delgado as president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/IE2EXGI/Phoenix_Telecom_Inc__flnbke-23-30408__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/L63ZHWA/Phoenix_Telecom_Inc__flnbke-23-30408__0001.0.pdf?mcid=tGE4TAMA
PICO INDUSTRIES: Angela Shortall Named Subchapter V Trustee
-----------------------------------------------------------
John Fitzgerald, III, Acting U.S. Trustee for Region 4, appointed
Angela Shortall of 3Cubed Advisory Services, LLC as Subchapter V
trustee for PICO Industries, Inc.
Ms. Shortall will be paid an hourly fee of $500 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Shortall declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Angela L. Shortall
3Cubed Advisory Services, LLC
111 S. Calvert Street, Suite 1400
Baltimore, MD 21202
Phone: (410) 783-6385
Email: ashortall@3cubed-as.com
About PICO Industries
PICO Industries, Inc. offers ornamental railings and stairs for the
residential and commercial markets in and around Washington. The
company is based in Gaithersburg, Md.
PICO Industries filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Md. Case No. 23-13867) on June 1,
2023, with $336,247 in assets and $3,687,097 in liabilities.
Stephen Levin, director, signed the petition.
Michael Coyle, Esq., at The Coyle Law Group, LLC is the Debtor's
counsel.
PLYWEALTH INVESTMENT: Gets OK to Hire Tony Gu as Enrolled Agent
---------------------------------------------------------------
Plywealth Investment Group, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Tony Gu, a professional based in California, as its enrolled
agent.
Mr. Gu will assist the Debtor in the preparation of tax returns
and, if needed, to act as its tax advisor in discussion with all
taxing authorities.
Mr. Gu will be paid at an hourly rate of $300.
The enrolled agent disclosed in a court filing that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
Mr. Gu can be reached at:
Tony Gu
Clement Tax Services
912 Clement St.
San Francisco, CA 94118
Telephone: (415) 668-1682
About Plywealth Investment Group
Plywealth Investment Group, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The company is based in
Oakland, California.
Plywealth Investment Group filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
23-40479) on Apr. 26, 2023, with $1 million to $10 million in
assets and liabilities. Peter Choy, managing member, signed the
petition.
Judge Charles Novack oversees the case.
The Debtor tapped E. Vincent Wood, Esq., at The Law Offices of E.
Vincent Wood, as bankruptcy counsel and Tony Gu as enrolled agent.
POLARIS PARENT: S&P Affirms 'B-' ICR on Increased Liquidity
-----------------------------------------------------------
S&P Global Ratings affirmed all ratings on Polaris Parent LLC
(doing business as Solera), including its 'B-' issuer credit
rating.
S&P said, "The stable outlook reflects our expectation that Solera
can achieve more consistent organic growth of 6% in fiscal 2024,
supported by good growth of transactional volumes in international
markets as well as robust growth for its fleet solutions. We expect
the realization of cost savings to support EBITDA expansion to
about 41% and although we view limited prospects for significant
debt reduction, this will support adjusted leverage of low-8x and
improved free cash flow generation from business growth before the
effect of the PIK of at least $100 million."
Solera's decision to convert its second lien from cash to PIK for
two quarters increases its liquidity buffer. S&P said, "This will
help manage temporary headwinds from elevated cash calls, such as
earn-out payments and other one-time cash expenses that we expect
to end by the first quarter of fiscal 2024. Furthermore, we did not
envision a payment default scenario or conventional insolvency
within the next few quarters if the transaction had not occurred
given our expectation that Solera had sufficient liquidity and did
not have upcoming maturities on its debt. The short-term nature of
the PIK and our forecast for decent free cash flow without the
deferred payments support our expectation that Solera could have
managed with the cash outflows while maintaining adequate
liquidity."
S&P said, "We expect the company to save roughly $144 million in
interest in fiscal 2024, which will translate into free operating
cash flow (FOCF) of $220 million (around 3% of debt). While the
interest expense savings from this conversion will increase
Solera's buffer and provide it with some near-term cushion as it
continues to realize the synergies from its acquired businesses,
Solera will be burdened by higher principal on its second-lien term
loan as well as higher cash interest expense going forward.
"We believe that this step up in margin from LIBOR plus 800 bps is
adequate compensation for second-lien lenders that agree to defer
interest payments, as it also offers a PIK at a higher rate of SOFR
plus 925 bps. While we believe that Solera is taking advantage of
an opportunistic transaction and the company's liquidity position
is adequate, Solera continues to face a high degree of execution
and operational risks as it attempts to grow its EBITDA base.
"The stable outlook on Solera reflects our view that as Solera
continues to digest and integrate its large acquisitions and
establish a more unified and established sales motion, we expect it
can achieve more consistent organic growth of 6% in fiscal 2024,
supported by good growth of transactional volumes in international
markets as well as robust growth for its fleet solutions. We expect
the realization of cost savings to support EBITDA expansion to
about 41% and although we view limited prospects for significant
debt reduction, this will support adjusted leverage of low-8x and
improved free cash flow generation from business growth before the
effect of the PIK of at least $100 million."
S&P could lower its rating on Solera if:
-- Shortfalls or deviation in operating performance in the near
term lead us to believe that the company will struggle in its
efforts to grow its EBITDA base; or
-- S&P believes one-time costs will persist or further
restructuring efforts burden profit and FOCF expansion over the
coming year, slowing the pace of synergy realization.
While unlikely over the next year given elevated leverage, S&P
could raise the rating if:
-- The company establishes a less aggressive financial policy
including leverage targets and debt-funded mergers and acquisitions
(M&A); and
-- Steady business growth and margin improvement from cost synergy
realization such that leverage remains lower than 8x and
-- FOCF to debt is consistently above 5%.
ESG credit indicators: E-2, S-2, G-3
Governance factors are a modestly negative consideration in S&P's
credit rating analysis of Solera. S&P believes Solera's highly
leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. This also reflects the generally finite holding periods and
a focus on maximizing shareholder returns.
PURDUE PHARMA: 2nd Circuit Approves Third-Party Bankruptcy Releases
-------------------------------------------------------------------
Alan B. Morrison of Law.com reports that the Second Circuit had a
tough call to make in the Purdue Pharmacy bankruptcy appeal: what
to do about the release given to the Sackler families who had
agreed to contribute $5.5 to $6 billion to Purdue's reorganization
plan but were not themselves in bankruptcy. By the time that the
Second Circuit heard the appeal from the district court’s
rejection of the release, all of the objections had been withdrawn,
except those of the U.S. trustee, a Justice Department official who
does not represent any creditors, and some Canadian municipalities.
The release issue was all that was holding up the distribution of
billions of dollars to the claimants that include municipalities,
hospitals and individuals and families who suffered serious harms
from Purdue's over promotion of OxyContin, which many claimants
believe was due to the unlawful acts of the Sackers, who took out
$11 billion from the company and are now living outside the United
States.
The legality of third-party releases is an important issue that has
divided the courts of appeals, with the Second Circuit having
approved some in contexts different from this case. There is much
to debate about whether the very detailed Bankruptcy Code allows
releases of the kind that the Sacklers insist that they be given as
a condition of making their contribution, but I will pass on that
question now and instead focus on the Second Circuit’s obvious
concern that releases not be given as a matter of course. To set up
that guardrail, the court announced a seven-factor test that must
be applied to determine whether a release is authorized.
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.
QUALITY HEATING: Hearing Today on Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is slated to
hold a hearing today, June 15 at 2:30 p.m., to consider Quality
Heating and Air Conditioning Company, Inc.'s continued access to
cash collateral.
The Court previously authorized Quality Heating to use cash
collateral, on an interim basis, in accordance with the budget,
through June 16.
The Debtor acknowledges and agrees that as of the Petition Date,
the claims and liens of Wilmington Savings Fund Society, FSB: (a)
were valid, binding, enforceable, non-avoidable, and properly
perfected and were granted to, or for the benefit of, Wilmington
Savings Fund for fair consideration and reasonably equivalent
value; (b) were senior in priority over any and all other liens on
its prepetition collateral; (c) were enforceable in accordance with
the terms of the prepetition loan documents; and (d) constitute
allowed, secured claims within the meaning of 11 U.S.C sections 502
and 506.
As adequate protection, Wilmington Savings Fund is granted adequate
protection, replacement security interests in and replacement liens
in post-petition assets acquired using the cash collateral to the
same extent and priority as existed pre-petition in accordance with
section 361. The replacement liens and security interests granted
to Wilmington Savings Fund are automatically deemed perfected upon
entry of the Order without the necessity of the lender taking
possession, filing financing statements, mortgages or other
documents.
As further adequate protection, the Debtor will make regular
monthly payments to WSFS as required under the WSFS loan documents,
in the amounts set forth in the regular monthly statements issued
by WSFS with such initial payments to be made on or before April 3,
2023 and the Debtor will pay, in addition thereto, $15,000 from the
unencumbered proceeds, which will include funds not allocated to
payment for work or supplies of vendors, who will continue to be
paid in accordance with 6 Del. C. section 3501 et seq., or similar
statute as may be applicable, received in the Fifth Interim Period.
WSFS will apply the Fifth Interim Period Adequate Protection to the
balance of the obligations owed to WSFS including reasonable
post-petition legal fees and expenses.
The Small Business Administration is granted, as assurance of
adequate protection, replacement liens in postpetition assets to
the same extent and priority as existed pre-petition in accordance
with section 361.
A copy of the Court's prior order is available at
https://urlcurt.com/u?l=WDH4qf from Epiq Corporate Restructuring,
LLC, the claims agent.
About Quality Heating and Air Conditioning
Headquartered in Newport, Delaware, Quality Heating and Air
Conditioning provides HVAC and sheet metal services across the
Delaware, Maryland, Pennsylvania, New Jersey and Virginia areas.
Quality Heating specializes in the construction and commercial
industries and was founded over 50 years ago. It is capable of all
phases of sheet metal work and has worked on an extensive variety
of projects including new construction, industrial, pharmaceutical,
medical, educational, remodels and design-build. It has over 40,000
square feet of space dedicated to custom fabrication.
Quality Heating sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10354) on March 27,
2023. In the petition signed by Horace Adam Wahl, III, president,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Judg Karen B. Owens oversees the case.
The Debtor tapped Gellert Scali Busenkell & Brown, LLC as legal
counsel and SC&H Group, Inc. as investment banker. Epiq Corporate
Restructuring, LLC is the claims and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Morris James, LLP.
RENOVATION SYSTEMS: AG Twin's $1.9M Loan Has 89% Markdown
---------------------------------------------------------
AG Twin Brook Capital Income Fund has marked its $1,965,000 loan
extended to Renovation Systems, LLC to market at $189,000 or 9.6%
of the outstanding amount, as of March 31, 2023, according to a
disclosure contained in AG Twin's Form 10-Q for the Quarterly
Period ended March 31, 2023, filed with the Securities and Exchange
Commission.
AG Twin is a participant in a First Lien Senior Secured Revolving
Loan to Renovation Systems, LLC. The loan accrues interest at a
rate of 11.16% (S + 6%) per annum. The loan matures on January 23,
2028.
AG Twin Brook Capital Income Fund is a Delaware statutory trust
which was formed on January 27, 2022. AGTB Fund Manager, LLC, a
wholly-owned subsidiary of Angelo, Gordon & Co L.P., serves as the
investment adviser of the Company. The Advisor is registered as an
investment adviser with the U.S. Securities and Exchange Commission
under the Investment Advisers Act of 1940. The Company has elected
to be regulated as a business development company under the
Investment Company Act of 1940. The Company intends to elect to be
treated for federal income tax purposes, and intends to qualify
annually thereafter, as a regulated investment company as defined
under Subchapter M of the Internal Revenue Code of 1986, as
amended.
Renovation Systems, LLC offers floor covering, carpet cleaning,
interior enhancements, refinishing and restoration products and
services for the residential property management industry.
RM BAKERY: FS Lender and Mayrich Increase DIP Loan
--------------------------------------------------
RM Bakery LLC and BKD Group LLC ask the U.S. Bankruptcy Court for
the Southern District of New York to approve amendments to the
Final DIP Financing Order to provide for an increase in the funding
commitments on the existing first-priority secured, priming and
super-priority basis.
The DIP lenders have agreed to increase the loan up to an
additional aggregate amount of $500,000 (inclusive of $56,000
authorized in the Interim DIP Amendment Order), thereby increasing
the total amount available from $1 million. The Debtors do not
anticipate making any changes to the financing documents themselves
or to the terms and conditions of the post-petition financing.
A hearing on the matter is set for June 26, 2023 at 2 p.m.
Pursuant to the DIP Financing Final Order, the Court approved a DIP
Facility on July 16, 2020. The DIP Facility provided for
post-petition financing on a first-priority secured, priming and
super-priority basis up to the aggregate amount of $1 million.
FS Lender 2015 LLC and Mayrich Capital LLC are the lenders under
the DIP Facility.
The DIP Facility matures through the earlier of:
(i) the date on which a plan of reorganization for either of
the Debtors confirmed by the Bankruptcy Court becomes effective;
(ii) the day on which the DIP Obligations become immediately
due and payable pursuant to the terms of this Agreement, or by
Court order; and
(iii) the date that substantially all of the assets of RM Bakery
are sold, transferred or alienated in any way.
As of the date of the DIP Amendment Motion, the DIP Lender has
fully funded the DIP Facility and the Debtors have fully drawn on
the funds.
Following the Debtor's entry into the DIP Facility, the Debtors
have continued to work to maximize the value of their assets, and
negotiated with the various secured creditors over formulation of a
plan of reorganization.
At the time the Chapter 11 Cases were filed, management expected
COVID-19 to last a few months and could not possibly have foreseen
the material adverse impact it would have, and continues to have,
on the Debtors' business. Accordingly, the DIP financing was
negotiated with the belief the Debtors would be out of Chapter 11
within a year. As a result, the Debtors and the DIP Lender
structured the DIP Facility with that duration of the Chapter 11
Cases and a much shorter pandemic in mind. Unfortunately, a year
into the case when the Debtors expected to be out of Chapter 11,
the country and the Debtors remained in the grip of COVID, which
continues to adversely affect business to this day. The Debtors
have been severely underfinanced through the duration of these
Chapter 11 Cases. While the DIP Lender was willing to increase the
line of credit, the Debtors and their secured creditors were
reluctant to increase the line of credit unless and until a plan
was in prospect, which it finally is. Consequently, the DIP
facility was completely exhausted long before the Debtors'
emergence from chapter 11.
The DIP Amendment will ensure the Debtors have access to the
necessary funding to pay their cost of operations and past-due
administrative obligations until the exit financing becomes
available at confirmation.
A copy of the motion is available at https://urlcurt.com/u?l=VsuTtD
from Epiq Corporate Restructuring, LLC, the claims agent.
About RM Bakery and BKD Group
RM Bakery, LLC, owner of a bakery business in Bronx, N.Y., and BKD
Group, LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case
No. 20-11422) on June 15, 2020.
At the time of filing, RM Bakery listed as much as $10 million in
both assets and liabilities. Meanwhile, BKD Group listed up to
$50,000 in assets and up to $10 million in liabilities.
Judge Martin Glenn presides over the cases.
The Debtors tapped Mayerson & Hartheimer, PLLC as legal counsel and
Vernon Consulting Inc. as financial advisor and accountant. Epiq
Corporate Restructuring, LLC is the claims and noticing agent.
FS Lender 2015 LLC, the DIP Lender, is represented by:
Dov R. Kleiner, Esq.
Kleinberg Kaplan
500 5th Avenue
New York, NY 10110
E-mail: DKleiner@kkwc.com
SAN JORGE CHILDREN'S: Seeks 21-Day Extension to File Plan
---------------------------------------------------------
San Jorge Children's Hospital, Inc., filed a motion for entry of an
order extending by 21 days the time for Debtor to file its
Disclosure Statement and Plan of Reorganization.
On March 21, 2023, the Debtor requested an extension to file its
Disclosure Statement and Plan of Reorganization until May 31,
2023.
Through this motion, the Debtor seeks an extension of 21 days for
the time to file its Disclosure Statement and Plan of
Reorganization.
Since December 2022, the Debtor has been entertaining offers of
unrelated third parties, sharing documents, and assessing whether
the same are feasible under the circumstances of the case at bar.
The Debtor has identified what appears to be the best offer
received at the moment. As such, efforts are being focused on
advancing the development of a conditional asset purchase agreement
and bidding procedures that are intended to be submitted to the
Court and parties in interest. Additional offers continue to be
evaluated as they come, and Debtor continues to share due diligence
information with additional potential prospects.
At this time, Debtor's draft of the Disclosure Statement and the
Plan of Reorganization are practically completed.
Notwithstanding, such documents have been recently shared with
management and the secured creditor for review, comments and
negotiations, if proper.
The Debtor deems neccessary to provide each a reasonable time to
review the documents intended to be filed as they are complex in
content and length.
The above will provide a more complete scope of the reorganization
process and provide comprehensive detail to parties in interest in
how the Debtor intends to move forward with its reorganization and
make any adjustments beforehand.
Attorney for the Debtor:
Wigberto Lugo Mender, Esq.
Alexis A. Betancourt Vincenty, Esq.
LUGO MENDER GROUP, LLC
100 Carr 165 Suite 501
Guaynabo, P.R. 00968-8052
Tel: (787) 707-0404
Fax: (787) 707-0412
E-mail: wlugo@lugomender.com
a_betancourt@lugomender.com
About San Jorge Children's Hospital
San Jorge Children's Hospital, Inc., operates a hospital
specializing in pediatrics in San Juan, P.R.
San Jorge Children's Hospital filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case
No. 22-02630) on Sept. 1, 2022, with between $10 million and $50
million in both assets and liabilities. Edward P. Smith, chief
operating officer, signed the petition.
Judge Maria De Los Angeles Gonzalez presides over the case.
The Debtor tapped Wigberto Lugo Mender, Esq., at Lugo Mender Group,
LLC as bankruptcy counsel and Galindez, LLC as external auditor.
Cardona Jimenez Law Offices, P.S.C. represents the official
committee of unsecured creditors appointed in the Debtor's case.
* * *
The Debtor's exclusive period to propose a Chapter 11 Plan expired
on March 21, 2023.
SAS AB: U.S. Trustee Opposes Appointment of Norske to Committee
---------------------------------------------------------------
The U.S. Trustee for Region 2 asked the U.S. Bankruptcy Court for
the Southern District of New York to deny Norske SAS-flygeres
Forening's motion to be appointed to the official committee of
unsecured creditors in the Chapter 11 case of SAS AB.
Greg Zipes, attorney for the U.S. Trustee, argued the Court has no
statutory authority to direct the U.S. Trustee to appoint a
particular creditor to the committee.
Citing Section 1102(a) of the Bankruptcy Code, the attorney argued
the decision as to who to place on the committee rests solely with
the U.S. Trustee.
"After notice and hearing, the court may direct the U.S. Trustee to
change the membership of a committee, if the court determines the
change is necessary to ensure adequate representation of the
creditors," Mr. Zipes said in court papers.
According to the attorney, Norske has failed to prove that the
committee, as currently formed, does not represent the interest of
creditors or that the committee is unable to fulfill its fiduciary
duties to creditors.
"That Norske, which has served on the committee as an ex officio
member of the committee since November 2022, desires to be on the
committee is not a basis for granting the motion," Mr. Zipes said.
About Scandinavian Airlines
SAS SAB -- https://www.sasgroup.net -- Scandinavia's leading
airline, with main hubs in Copenhagen, Oslo and Stockholm, is
flying to destinations in Europe, USA and Asia. In addition to
flight operations, SAS offers ground handling services, technical
maintenance and air cargo services. SAS is a founder member of the
Star Alliance, and together with its partner airlines offers a wide
network worldwide.
SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5,
2022. In the petition filed by Erno Hilden, as authorized
representative, SAS AB estimated assets between $10 billion and $50
billion and liabilities between $1 billion and $10 billion.
Judge Michael E Wiles oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc. as financial advisor; and Seabury Securities,
LLC and Skandinaviska Enskilda Banken AB as investment bankers.
Seabury is also serving as restructuring advisor. Kroll
Restructuring Administration, LLC is the claims agent and
administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Willkie Farr & Gallagher, LLP.
SCHILLER KNAPP: Eric Huebscher Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 2 appointed Eric Huebscher of Eric
Huebscher Consulting as Subchapter V trustee for Schiller, Knapp,
Lefkowitz & Hertzel, LLP.
Mr. Huebscher 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. Huebscher declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Eric Huebscher
Eric Huebscher Consulting
301 E 87th St.
New York, NY 10128
Phone: 646-584-3141
Email: ehuebscher@huebscherconsulting.com
About Schiller, Knapp, Lefkowitz & Hertzel
Schiller, Knapp, Lefkowitz & Hertzel, LLP calls itself "a cradle
to-grave" default servicing and creditor's rights law firm in New
York, New Jersey, Pennsylvania and Vermont.
Schiller, Knapp, Lefkowitz, & Hertzel filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y.
Case No. 23-10558) on May 31, 2023, with $100,001 to $500,000 in
assets and $1 million to $10 million in liabilities. Gary
Lefkowitz, Esq., a partner at Schiller, signed the petition.
Michael Boyle, Esq., at Boyle Legal, LLC, represents the Debtor as
bankruptcy counsel.
SCREAMWORKS LLC: Seeks to Tap VerStandig Law Firm as Counsel
------------------------------------------------------------
Screamworks, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ VerStandig Law Firm,
LLC, doing business as The Belmont Firm, as bankruptcy counsel.
The firm will render these services:
(a) prepare and file all necessary pleadings, motions, and
other court papers, on behalf of the Debtor;
(b) negotiate with creditors, equity holders, and other
interested parties;
(c) represent the Debtor in any adversary proceedings,
contested matters, and other proceedings before this honorable
court;
(d) prepare a plan of reorganization on behalf of the Debtor;
and
(e) tend to such other and further matters as are necessary
and appropriate in the prism of this case.
The hourly rates of the firm's counsel and staff are as follows:
Partner $450
Associate $200
Paralegal $100
Maurice VerStandig, Esq., an attorney at VerStandig Law Firm,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Maurice B. VerStandig, Esq.
The Belmont Firm
1050 Connecticut Avenue, NW, Suite 500
Washington, DC 20036
Telephone: (202) 991-1101
Facsimile: (301) 444-4600
Email: mac@dcbankruptcy.com
About Screamworks LLC
Screamworks, LLC designs, builds, and operates specialty events and
fundraisers, specializing in haunted attractions.
Screamworks sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 23-10899) on May 30,
2023. In the petition signed by Jennifer Lassiter, managing member,
the Debtor disclosed $223,592 in total assets and $1,101,562 in
total liabilities.
Maurice B. VerStandig, Esq., at VerStandig Law Firm, LLC, doing
business as The Belmont Firm, serves as the Debtor's counsel.
SNOWSHOE MILWORKS: Seeks to Hire Beacon Law Group as Counsel
------------------------------------------------------------
Snowshoe Milworks LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Beacon Law Group, LLC
as its counsel.
(a) analyze the Debtor's financial situation;
(b) prepare schedules, statements, and other documents
required by the court; and
(c) represent at the meeting of creditors, at any meeting with
personnel from the Office of the U.S. Trustee, and at any court
hearings;
(d) advise with respect to preparation of a proposed plan of
reorganization;
(e) advise with respect to the sale of any asset of the
Debtor;
(f) advise with respect to avoidance actions or claims against
third parties, and any other matters relevant to the case;
(g) prepare legal papers; and
(h) perform all other legal services for the Debtor.
The firm will be paid at its usual hourly rates and will be
reimbursed for expenses incurred.
Adam Ruttenberg, Esq., an attorney at Beacon Law Group, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Adam Ruttenberg, Esq.
Beacon Law Group, LLC
935 Great Plain Avenue No 116
Needham, MA 02492
Telephone: (617) 964-9833
Email: ARuttenberg@BeaconLawGroup.com
About Snowshoe Milworks
Snowshoe Milworks LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10887) on
June 5, 2023. In the petition signed by Sheila Coffin Harshman,
sole manager and member, the Debtor disclosed $1 million to $10
million in both assets and liabilities.
Judge Janet E. Bostwick oversees the case.
Adam Ruttenberg, Esq., at Beacon Law Group, LLC serves as the
Debtor's counsel.
SRPC PROPERTIES: Taps Markus Williams Young & Hunsicker as Counsel
------------------------------------------------------------------
SRPC Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Wyoming to employ Markus Williams Young &
Hunsicker, LLC as its legal counsel.
The Debtor requires legal counsel to:
a. assist in the preparation of the Debtor's Chapter 11 plan of
reorganization and seek confirmation of the plan;
b. prepare legal papers;
c. represent the Debtor in adversary proceedings and contested
matters related to the Debtor's Chapter 11 bankruptcy case;
d. provide legal advice with respect to the Debtor's rights,
powers, obligations and duties in the continued operation of its
business and the administration of the estate; and
e. provide other necessary legal services.
The firm will be paid at these rates:
Attorneys $395 to $425 per hour
Paralegals $150 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $85,379.50.
As disclosed in court filings, Markus is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Bradley T. Hunsicker, Esq.
Markus Williams Young & Hunsicker, LLC
2120 Carey Avenue, Suite 101
Cheyenne, WY 82001
Tel: (307) 778-8178
Fax: (307) 638-1975
Email: bhunsicker@MarkusWilliams.com
About SRPC Properties
SRPC Properties, LLC owns four properties in Colorado and Texas,
with current value of $2.56 million in the aggregate. The company
is based in Cheyenne, Wyo.
SRPC Properties filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Wyo. Case No. 23-20180) on May 25,
2023, with $2,694,635 in assets and $1,725,437 in liabilities. Mark
Dennis has been appointed as Subchapter V trustee.
Bradley T. Hunsicker, Esq., at Markus Williams Young & Hunsicker,
LLC, serves as the Debtor's legal counsel.
STARWOOD PROPERTY: Moody's Affirms Ba2 CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 corporate family
rating and Ba3 long-term senior unsecured rating of Starwood
Property Trust, Inc. as well as the Ba2 senior secured rating of
subsidiary Starwood Property Mortgage, LLC (collectively referred
to as Starwood). The outlook remains stable.
RATINGS RATIONALE
The affirmation of Starwood's Ba2 long-term CFR reflects the
company's stable operating performance and strong asset quality,
prominent competitive positioning in multiple commercial real
estate (CRE) businesses that provide greater revenue diversity
compared to non-bank CRE lender peers, diversified funding sources
and its affiliation with Starwood Capital Group, the
well-established CRE investment and asset management firm. At the
same time, Moody's expects Starwood's asset quality will be
challenged by a deterioration in the operating environment for
non-bank CRE lenders stemming from higher interest rates,
tightening credit conditions, and uncertainty surrounding the
future of office properties. Starwood's ratings are constrained by
its reliance on secured debt funding, as well as by the company's
business concentration in the CRE sector.
Starwood's asset quality has shown steady improvement over the past
year, although Moody's expects problem loans to increase across the
sector as operating conditions weaken. Loans that are delinquent or
credit deteriorated fell to 1.94% as of March 31, 2023 from 2.61%
one year earlier. As of March 31, 2023, Starwood reported ten loans
in its commercial portfolio (out of 181 loans) rated '4' or '5'.
Starwood increased its CECL reserve to $134.4 million (62 bps of
gross loans) as of March 31, 2023 from $68.3 million (36 bps) one
year earlier. The three largest sector exposures in Starwood's
commercial loan portfolio are multifamily (34%), office (23%) and
hotel (17%). Starwood's office exposure as a percentage of its
commercial loan portfolio is in line with the median for its
non-bank CRE lender peers, although it is much lower (13%) if taken
as a percentage of Starwood's total assets.
Moody's views Starwood's capitalization, which is in line with the
median for non-bank CRE lender peers, as supportive of the
company's credit profile. Nonetheless, Starwood's capitalization,
measured as tangible common equity to tangible managed assets
(TCE/TMA), fell to 22.7% as of March 31, 2023 from 25.5% one year
earlier. The decline in this ratio was largely attributable to TMA
growing 14% to $28.2 billion over the last year.
Like peers, the company's reliance on secured funding weighs on the
credit profile. Starwood's secured debt to gross tangible assets
ratio rose to 65.3% as of March 31, 2023 from to 61.6% a year
earlier. Moody's views a high level of secured debt as credit
negative because it encumbers earning assets and limits financial
flexibility in challenging operating environment.
Moody's Ba2 rating of Starwood Property Mortgage, LLC's senior
secured term loan B reflects the term loans' illiquid, albeit
nominally sizeable, collateral base, which is comprised mainly of
equity interests in asset-holding subsidiaries, the creditors of
which have higher priority, senior secured claims on the
subsidiaries' loans and other earning assets. The Ba3 rating
assigned to Starwood's senior unsecured debt reflects its
effectively subordinated, lower priority of claim on Starwood's
earning assets compared to secured lenders. A material increase in
recourse secured indebtedness would put downward pressure on
Starwood's Ba3 long-term senior unsecured rating.
The stable outlook reflects Moody's view that although there may be
weakening in asset quality, Starwood's capital position and funding
profile will remain stable over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Starwood's ratings if the company: (1)
further diversifies its funding sources to include additional
senior unsecured debt and lower reliance on market-sensitive
repurchase facilities; (2) maintains strong, stable profitability
and low credit losses; and (3) maintains a strong capital
position.
Starwood's ratings could be downgraded if the company: (1)
experiences a material deterioration in asset quality; (2) weakens
its capital position; (3) increases exposure to volatile funding
sources or otherwise encounters material liquidity challenges; (4)
rapidly accelerates growth; or (5) suffers a sustained decline in
profitability.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
T4L INC: Michael Markham Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 21 appointed Michael Markham, Esq., at
Johnson Pope Bokor Ruppel & Burns, LLP, as Subchapter V trustee for
T4L, Inc.
Mr. Markham 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. Markham declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michael C. Markham, Esq.
Johnson Pope Bokor Ruppel & Burns, LLP
401 E. Jackson Street, Suite 1300
Tampa, FL 33602
Phone: (727) 480-5118
Email: mikem@jpfirm.com
About T4L Inc.
T4L, Inc. filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00637) on June 2,
2023, with as much as $50,000 in assets and $1 million to $10
million in liabilities. Allen Witter, chief executive officer,
signed the petition.
Judge Caryl E. Delano oversees the case.
Jonathan Bierfeld, Esq., at Martin Law Firm is the Debtor's
bankruptcy counsel.
TREASURE ISLAND: To Seek Plan Confirmation on July 12
-----------------------------------------------------
Treasure Island Yacht and Tennis Club of Pinellas County, LLC,
submitted a Plan of Reorganization and a Disclosure Statement.
The following is an overview of certain material terms of the
Plan:
a. The Debtor anticipates that it will be reorganized pursuant
to the Plan and will continue in operation, achieving the
objectives of Chapter 11 for the benefit of its creditors,
customers, suppliers, members, and employees. The Plan contemplates
that the Debtor may establish the value of its assets, and thus its
post-confirmation debt structure, through a Bankruptcy Court
determination and/or exposure to the market. The Plan also
contemplates alternatives that involve the transfer of the Debtor's
Assets to third parties.
b. Generally, each Holder of an Allowed Priority Claim shall
receive, in full satisfaction, settlement, release and discharge
thereof, Cash in an amount equal to the unpaid portion of such
Allowed Priority Claim on the later of: (i) the Effective Date; or
(ii) the date upon which there is a Final Order allowing such Claim
as an Allowed Priority Claim or any other date specified in such
Final Order, or (iii) as soon thereafter as is practicable, unless
the holder of an Allowed Priority Claim and the Debtor agree to a
less favorable treatment thereof.
c. Generally, the OZK Claim shall be bifurcated pursuant to
Bankruptcy Code section 506(c) in a manner consistent with the
result in the Valuation Contested Matter, and shall be separated
into the "Secured OZK Claim" and the "OZK Deficiency Claim" for
purposes of treatment under the Plan. The Secured OZK Claim shall
be allowed in a manner consistent with the result in the Valuation
Contested Matter. In accordance with the result in the Valuation
Contested Matter, the OZK Deficiency Claim shall be treated as a
General Unsecured Claim for all purposes under the Plan.
d. Generally, the Capri Claim shall be Allowed in its full
Amount, subject to bifurcation pursuant to Bankruptcy Code section
506(c) in a manner consistent with the result in the Valuation
Contested Matter. If the Capri Claim is adjudicated to be
bifurcated, it shall be separated into the "Secured Capri Claim"
and the "Capri Deficiency Claim" for purposes of treatment under
the Plan. No further action will be required for Capri to retain
its Liens as they presently exist. However, if the Capri Claim is
adjudicated to be fully Unsecured, then no portion will be treated
as the Secured Capri Claim.
e. Generally, Claims asserted by the Pinellas County Tax
Collector for the present amount of ad valorem property taxes and
tangible personal property taxes, for 2022, will be treated with
the understanding that they will not be paid by the current
deadline of May 31, 2023, and that will therefore constitute a Lien
upon the Facility. Because tax claims are a senior lien on the
subject property, valuation is subject to these liens; however,
because the Plan contemplates repayment separately, certain
exhibits to the Disclosure Statement do not account for Secured tax
liability, even though that might otherwise impact the Valuation
Contested Matter.
f. Generally, the SBA Claim shall be Allowed in its full Amount,
but shall be bifurcated into the "Secured SBA Claim" in the Amount
of $30,000 and the "SBA Deficiency Claim" in the Amount of $120,000
for purposes of treatment under the Plan. No further action will be
required for SBA to retain its Liens as they presently exist.
g. The Debtor shall pay the Trade Creditors Claims in full in
connection with the Lot Sale from proceeds not allocated for OZK.
To the extent that any Trade Creditor objects to the Amount of its
Claim as Scheduled, the Debtor shall reserve the right to fund the
balance of the Trade Creditors' Claims and not to reserve funds
from Lot Sale proceeds. If such an objection occurs, the Debtor
shall have a right to dispute the Claim as Scheduled, even though
all Claims of Trade Creditors are being deemed undisputed, fixed,
and liquidated for purposes of the Plan.
h. Based upon the adjudication and computation of deficiency
Claims elsewhere in the Plan, and all such additional General
Unsecured Claims as are filed in this Reorganization, a pool of
Creditors shall be created for purposes of Pro Rata participation
in the Unsecured Claims Pool.
i. Edwards shall retain the Equity interest in the Debtor
post-Confirmation. As of the Effective Date, the Debtor's
management will no longer be debtor-in-possession, and Edwards
rights as management of the Debtor will be subject to the Plan, the
Confirmation Order, and the Business Judgment Rule, but shall not
be subject to Bankruptcy Code sections 1107 or 1108.
Under the Plan, Class 7 General Unsecured Claims are impaired.
This Class includes, among other Creditors, the OZK Deficiency
Claim, the Capri Deficiency Claim, the SBA Deficiency Claim, and
any other General Unsecured Claims that are not Claims of Trade
Creditors. Based upon the adjudication and computation of
deficiency Claims elsewhere in the Plan, and all such additional
General Unsecured Claims as are filed in this Reorganization, a
pool of Creditors will be created for purposes of Pro Rata
participation in the Unsecured Claims Pool. The Unsecured Claims
Pool will be maintained by the Escrow Agent, with full access to
account information by Mr. Edwards, the Debtor, OZK, Capri, and the
SBA, as to Amount at any given time. The Unsecured Claims Pool
will receive (a) all proceeds from the sale or refinance of the
Facility after payment of Secured Claims in the manner described
above, (b) all proceeds from the City Litigation Damage Claim, and
(c) any other recoveries not expressly pledged as Collateral in
favor of Creditors specifically identified above. Notwithstanding
any other term or condition, the Unsecured Claims Pool will be in
an amount of not less than $5,000,000 and not more than
$8,000,000.
Under the Plan, the Debtor may enter into such transactions and may
take such actions as may be necessary or appropriate, in accordance
with any applicable state law to effect a corporate or operational
restructuring of its business, to otherwise simplify the overall
corporate or operational structure of the Debtor, to achieve
corporate or operational efficiencies, or to otherwise improve
financial results; provided, however, that such transactions or
actions are not otherwise inconsistent with the Plan, the
distributions to be made under the Plan, the new Restated Corporate
Documents. Such transactions or actions may include such mergers,
consolidations, restructurings, dispositions, liquidations,
refinancing, or dissolutions, as may be determined by the Debtor to
be necessary or appropriate.
The hearing at which the Court will determine whether to confirm
the Plan will take place on July 12, 2023 at 2:00 p.m., in
Courtroom 9A, Sam M. Gibbons United States Courthouse, 801 North
Florida Avenue, Tampa, Florida. The objections to confirmation of
the Plan must be filed with the Bankruptcy Court and properly
served on or before July 5, 2023.
Attorneys for the Debtor:
John A. Anthony, Esq.
Stephenie Biernacki Anthony, Esq.
Cameryn R. Lackey, Esq.
ANTHONY & PARTNERS, LLC
100 South Ashley Drive, Suite 1600
Tampa, FL 33602
Telephone: 813/273-5616
Telecopier: 813/221-4113
E-mail: janthony@anthonyandpartners.com
santhony@anthonyandpartners.com
clackey@anthonyandpartners.com
A copy of the Disclosure Statement dated May 31, 2023, is available
at bit.ly/3WNkOg3 from PacerMonitor.com.
About Treasure Island Yacht
Treasure Island Yacht and Tennis Club of Pinellas County, LLC filed
its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-05052) on Dec. 22,
2022. In the petition signed by William L. Edwards, member, the
Debtor estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
Judge Caryl E. Delano oversees the case.
The Debtor tapped Stephenie Biernacki Anthony, Esq., at Anthony &
Partners, LLC as bankruptcy counsel and Kathryn J. Sole, Esq., at
Sole Law, PLLC as special counsel.
TRUCK DYNASTY: Wins Cash Collateral Access on Final Basis
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
authorized Truck Dynasty Transportation, Inc. to, among other
things, use cash collateral on a final basis in accordance with the
budget.
The Debtor requires the use of cash collateral to fund its
operations.
Prior to the Petition Date, the Debtor and TBS Factoring Service
LLC entered into the Accounts Receivable Purchase and Security
Agreement Terms and Conditions, pursuant to which TBS holds a valid
and perfected security interest in various assets of the Debtor by
virtue of a filed UCC-1 filed of record on September 12, 2017. The
Debtor is indebted to TBS in the approximate amount of $209,634.
TBS holds a security interest in all the Debtor's accounts,
accounts receivable, rents and various invoices on all account
receivables.
As of the Petition Date, the approximate value of Accounts
generated by the Debtor from its trucking operations was $243,704.
The Debtor and TBS entered into a Prepetition Factoring Agreement
dated June 15, 2020, pursuant to which the Original Lender agreed
to purchase certain account receivables on which the Debtor owes an
aggregate principal amount of $243,704 to fund the Debtor's
operating costs. To evidence the loan, the Debtor executed an
Accounts Receivable Purchase and Security Agreement and UCC-1 filed
June 28, 2019, in order to secure the Debtor's obligations.
The Debtor filed for Chapter 11 on April 14, 2023, but TBS did not
receive notice of filing until April 20. Between the Petition Date
and April 20, TBS continued to purchase Accounts from the Debtor
pursuant to the Pre-Petition Factoring Agreement and collect
Accounts that it had purchased and apply the proceed of the
Accounts to the Debtor's obligations to TBS under the Prepetition
Factoring Agreement. Once TBS learned of the filing it ceased
purchasing Accounts from the Debtor and has held all collections it
received after April 20 in suspense. TBS purchased Accounts from
the Debtor in good faith and collected itself in a reasonable
manner in providing factoring services to the Debtor. TBS and the
Debtor are asking for retroactive relief from the Court, effective
upon the Petition Date, as if this had been in place at the
inception of the Case.
The Debtor asserts there may be secondary liens on cash collateral,
but the liens are filed after the TBS lien and will be subordinate
liens. The Creditors are believed to be Auxillor Capital Products,
Inc. and the U.S. Small Business Administration.
As adequate protection, TBS is granted a replacement lien upon all
post-petition assets of the Debtor's estate, to the extent that
said lien was valid, perfected and enforceable as of the Petition
Date.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=NCRqJR from PacerMonitor.com.
The Debtor projects $254,150 in total revenue for June 2023.
About Truck Dynasty Transportation Inc.
Truck Dynasty Transportation Inc. operates a
trucking/transportation company. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No.
23-11142) on April 14, 2023. In the petition signed by Bradley
Little, its president, the Debtor disclosed up to $50,000 in assets
and up to $10 million in liabilities.
Judge Jason D. Woodard oversees the case.
Toni Campbell Parker, Esq., at the Law Firm of Toni Campbell
Parker, represents the Debtor as legal counsel.
TRUGREEN LIMITED: Moody's Cuts CFR to Caa1 & Secured Loans to B3
----------------------------------------------------------------
Moody's Investors Service downgraded TruGreen Limited Partnership's
corporate family rating to Caa1 from B3 and probability of default
rating to Caa1-PD from B3-PD. Moody's also downgraded TruGreen's
secured bank credit facility rating to B3 from B2 and second lien
term loan rating to Caa3 from Caa2. The outlook remains stable.
"The downgrade reflects Moody's expectation for weak consumer
demand to persist through 2024 amidst a challenging macro-economic
environment," says Justin Remsen, Moody's Assistant Vice
President.
"Despite moderating fertilizer cost and cost cutting measures,
Moody's no longer believe TruGreen will generate positive free cash
flow or maintain leverage under 7.0x over the next two years," adds
Remsen.
Governance considerations under Moody's ESG framework—including
financial strategy & risk management - were a key driver of the
rating action. Moody's has revised TruGreen's governance issuer
profile score (IPS) to G-5 from G-4, and its credit impact score
(CIS) to CIS-5 from CIS-4 given the company's weakness in financial
risk management.
Downgrades:
Issuer: TruGreen Limited Partnership
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Backed Senior Secured First Lien Bank Credit Facilities,
Downgraded to B3 from B2
Backed Senior Secured Second Lien Bank Credit Facility, Downgraded
to Caa3 from Caa2
Outlook Actions:
Issuer: TruGreen Limited Partnership
Outlook, Remains Stable
RATINGS RATIONALE
TruGreen's Caa1 CFR reflects the company's limited growth, low
EBITDA margins, and elevated leverage stemming from an aggressive
financial policy. Leverage is expected to remain well above 7x as
weak consumer demand outpaces moderating costs. At the same time,
TruGreen has a solid market position as the leading lawn care
service provider for the residential market in the US. With
significant market share in a highly fragmented industry, TruGreen
competes predominantly against smaller independent local providers.
The company is also supported by high levels of recurring revenues
and a diversified customer base.
TruGreen has an adequate liquidity profile, which Moody's expects
to be maintained over the next 12 to 18 months. The company's
liquidity profile is supported by about $29 million in cash at
April 1, 2023 and $136 million in availability under the company's
revolving credit facility. Moody's projects a $25 million and $15
million free cash flow burn in 2023 and 2024. Modestly lower
profitability, higher interest rates, and capital lease payments
are key drivers of weaker free cash flow in 2023. Moody's forecast
assumes the company will remain drawn on the revolver, but rarely
above the company's springing covenant test of 35% drawn.
The stable outlook reflects Moody's expectations that TruGreen's
leverage will decline in 2024 and liquidity will remain adequate
over the next 12-18 months.
ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS
Governance factors Moody's consider for TruGreen include the
aggressive financial strategy of its sponsor with respect to the
company's high debt leverage and frequent debt funded
distributions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company improves operating
margin and EBITA/Interest is consistently above 1.0x. An
expectation for debt to EBITDA to be below 7x and positive free
cash flow could also result in an upgrade.
The ratings could be downgraded if liquidity deteriorates further,
including increased reliance on the revolver, decline in operating
margin, or an increase in the likelihood of a restructuring,
resulting in a reduction in recovery prospects for creditors or a
default.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Headquartered in Memphis, Tennessee, TruGreen Limited Partnership
is a lawn care service provider in North America controlled by
affiliates of Clayton, Dubilier & Rice. For the last twelve months
ended April 1, 2023 the company generated about $1.5 billion in
revenue.
UPSTREAM NEWCO: Moody's Cuts CFR to Caa1 & First Lien Debt to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Upstream Newco, Inc.'s
ratings, including the Corporate Family Rating to Caa1 from B3, the
Probability of Default Rating to Caa1-PD from B3-PD, rating on the
first lien senior secured credit facility to B3 from B2, and rating
on the second lien term loan to Caa3 from Caa2. The outlook remains
stable.
The ratings downgrade reflects weak liquidity and a slower pace of
deleveraging. Cash flows have been weak, with notable cash burn in
the fourth quarter. This was largely due to weaker operating
cashflows and continued investments to open new clinics, but also
minority interest buybacks. To shore up liquidity, Upstream
received an incremental equity investment from existing investors
in the fourth quarter of 2022. Upstream started 2023 with
sequentially stronger performance in the first quarter. However,
Moody's expects pressure on cashflows to persist over the next
12-18 months, with slightly positive free cashflow. Leverage was
8.1x at March 31, 2023. Moody's expects leverage to trend lower at
a moderate pace, but remain above 7.0x over the next 12-18 months.
Governance risk considerations are material to the ratings action,
reflecting Upstream's aggressive financial policy, including its
debt funded growth strategy which has contributed to high financial
leverage and weak liquidity.
Downgrades:
Issuer: Upstream Newco, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Backed Senior Secured First Lien Revolving Credit Facility,
Downgraded to B3 from B2
Backed Senior Secured First Lien Term Loan, Downgraded to B3
from B2
Backed Senior Secured Second Lien Term Loan, Downgraded to Caa3
from Caa2
Outlook Actions:
Issuer: Upstream Newco, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Upstream's Caa1 Corporate Family Rating reflects its high financial
leverage at 8.1x for the twelve months ended March 31, 2023, and
weak liquidity. The rating also reflects the company's rapid
expansion strategy as it grows predominantly through new clinic
openings. The rating is constrained by the low barriers to entry in
the physical therapy business and the risk of market oversaturation
given the rapid expansion of Upstream and many of its competitors.
The rating is supported by Upstream's track record of same store
sales growth and management of new clinic expansions and
acquisitions. Moody's expects that the demand for physical therapy
will continue to grow given it is relatively low-cost and relative
advantage to more expensive treatments or opioid pain management.
The outlook is stable. Moody's expects Upstream's earnings and cash
flow will improve over the next 12 to 18 months but leverage will
remain above 7.0x.
Moody's expects Upstream will have weak liquidity over the next
12-18 months. Moody's expects Upstream to generate a small amount
of positive free cash flow in 2023 and 2024. The company had
approximately $4 million of cash as of March 31, 2023, and $35
million of availability on its $50 million revolving credit
facility. The revolving credit facility, which Moody's expects the
company will continue to rely on, expires in November 2024.
The first lien revolver and term loan are rated B3, one notch above
the Caa1 CFR. This reflects the first lien credit facility's
priority positions compared to the senior secured second lien term
loan (rated Caa3), which would absorb the first losses in a
default.
ESG CONSIDERATIONS
Upstream's CIS-5 (previously CIS-4) indicates that the rating is
lower than it would have been if ESG risk exposures did not exist
and that the negative impact is more pronounced than for issuers
scored CIS-4. Upstream' has exposure to both social risks (S-4) and
governance considerations (G-5, previously G-4). The social risk
stems from the company's skilled workforce and exposure to labor
shortages and wage inflation. Upstream's exposure to governance
considerations reflects its aggressive financial policy, including
high financial leverage and history of debt-funded new clinic
openings and clinic acquisitions under private equity ownership.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if operating performance and liquidity
improve demonstrated by sustained positive free cashflow
generation. Quantitatively, adjusted debt/EBITDA sustained below
7.5 times could support an upgrade. In addition, the rating could
be upgraded if Upstream demonstrates stable organic growth at the
same time it effectively executes on its expansion strategy.
Ratings could be downgraded if the company's liquidity or operating
performance weakens or if the company fails to effectively manage
its rapid growth or the company pursues more aggressive financial
policies. Ratings could be downgraded if Moody's sees the capital
structure becoming unsustainable which increases the likelihood of
a default.
Upstream Newco, Inc., headquartered in Birmingham, Alabama, is a
provider of outpatient rehabilitation services - primarily physical
therapy. Through its subsidiaries, Upstream Newco, Inc. operates
about 1,241 clinics in 28 states, with a strong presence in the
Southeast. Upstream Newco, Inc. is owned by Revelstoke Capital
Partners, LLC, a Denver-based private equity firm. The company's
revenue for the twelve months ended March 31, 2023 is approximately
$695 million.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
US FOOT: AG Twin Marks $2.6M Loan at 76% Off
--------------------------------------------
AG Twin Brook Capital Income Fund has marked its $2,699,000 loan
extended to US Foot and Ankle Specialists, LLC to market at
$637,000 or 24% of the outstanding amount, as of March 31, 2023,
according to US Foot and Ankle Specialists a disclosure contained
in AG Twin's Form 10-Q for the Quarterly Period ended March 31,
2023, filed with the Securities and Exchange Commission.
AG Twin is a participant in a First Lien Senior Secured Revolving
Loan to US Foot and Ankle Specialists, LLC. The loan accrues
interest at a rate of 10.42% (S + 5.50%) per annum. The loan
matures on September 15, 2026.
AG Twin Brook Capital Income Fund is a Delaware statutory trust
which was formed on January 27, 2022. AGTB Fund Manager, LLC, a
wholly-owned subsidiary of Angelo, Gordon & Co L.P., serves as the
investment adviser of the Company. The Advisor is registered as an
investment adviser with the U.S. Securities and Exchange Commission
under the Investment Advisers Act of 1940. The Company has elected
to be regulated as a business development company under the
Investment Company Act of 1940. The Company intends to elect to be
treated for federal income tax purposes, and intends to qualify
annually thereafter, as a regulated investment company as defined
under Subchapter M of the Internal Revenue Code of 1986, as
amended.
USFAS is a provider of podiatric services providing a full range of
specialty services for the advanced treatment of foot and lower
extremity conditions.
VINTAGE FOOD: Unsecureds Owed $253K to Get Excess Sale Proceeds
---------------------------------------------------------------
Vintage Food Services, Inc., submitted a First Amended Liquidating
Plan.
This Liquidating Plan proposes to pay the Debtor's creditors from
the revenue generated from the sale of Debtor's assets and
operations and the Related Real Estate. The Plan provides for the
payment of creditors from the proceeds of the sale of the Debtor's
assets. The Debtor does not anticipate there will be proceeds
available for a distribution to Debtor's unsecured creditors. The
Debtor's Insiders and equity security holders will receive no
recovery under this Plan. Debtor's sole shareholder shall retain
his equity interest for the limited purpose of closing on the sale
and will surrender his equity at closing.
Under the Plan, Class III consists of the Allowed General Unsecured
Claims of Creditors of the Debtor, other than the claims of the
Debtor's insiders, to the extent such exist, including the Debtor's
trade creditors. On the Petition Date, Debtor's general unsecured
claims totaled approximately $253,542. In addition, the Department
of Treasury has a Class III unsecured claim for the unsecured
penalties associated with the priority sales tax claims.
In the event there are excess proceeds from the sale of the
Debtor's assets, the Debtor will distribute such excess proceeds to
the allowed general unsecured claims on a pro rata basis. The
Debtor does not anticipate that there will be a distribution to the
Class III creditors. Any Class III General Unsecured Claim that
was identified as disputed, unliquidated, or contingent in the
Debtor's Schedules shall be deemed disallowed unless such Creditor
holding a claim identified as disputed, unliquidated, or contingent
has timely filed a Proof of Claim. Class III is impaired.
Payments to be made pursuant to this Plan shall be from funds
generated through the operation of the Debtor's business and in the
event of the sale of Debtor's assets and the ADJ and ALJ real
estate, the proceeds therefrom.
The Debtor will not make any payments and will not incur any debts
that impair the Debtor's ability to comply with the terms and
conditions of this Plan.
A hearing on confirmation of the Plan is scheduled for July 12,
2023, at 11:00 a.m. The hearing will be on the record and will be
conducted telephonically.
The objection deadline will be on July 5, 2023. The ballot stating
how you are voting on the Plan must be returned by July 5, 2023.
Attorneys for the Debtor:
Lynn M. Brimer, Esq.
Pamela S. Ritter, Esq.
Anthony M. Cimini, Esq.
STROBL PLLC
33 Bloomfield Hills Parkway, Ste. 125
Bloomfield Hills, MI 48304
Telephone: (248) 540-2300
Facsimile: (248) 645-2690
E-mail: lbrimer@strobllaw.com
pritter@strobllaw.com
acimini@strobllaw.com
A copy of the First Amended Liquidating Plan dated May 31, 2023, is
available at bit.ly/3WK0RXA from PacerMonitor.com.
About Vintage Food Services
Based in Fraser, Mich., Vintage Food Services, doing business as
Vintage House, offers a complete suite of catering services for
weddings, showers, corporate events, fundraisers, reunions, funeral
luncheons, sports banquets, and bar/bat mitzvahz.
Vintage Food Services sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 22-48073) on Oct.
16, 2022, with between $500,000 and $1 million in assets and
between $1 million and $10 million in liabilities. Anthony
Jekielek, president of Vintage Food Services, signed the petition.
Judge Thomas J. Tucker oversees the case.
Lynn M. Brimer, Esq., at Strobl Sharp, PLLC, serves as Vintage Food
Services' legal counsel.
Huntington Bank, secured creditor of Vintage Food Services, is
represented by Lisa A. Hall, Esq., at Plunkett Cooney.
VIRGIN ORBIT: Junior Creditors Object to Bankruptcy Plan
--------------------------------------------------------
James Nani of Bloomberg Law reports that Virgin Orbit Holdings
Inc.'s junior creditors have objected to sending to a vote a
proposed bankruptcy plan they say pays them only $200,000 against
the $106 million they're owed, but grants Richard
Branson-affiliated businesses valuable legal protections.
The bankrupt space-launch company's restructuring proposal would
grant "broad and unjustified" liability releases to lender Virgin
Investments Limited and its affiliates, an unsecured creditors
committee told the US Bankruptcy Court for the District of Delaware
on Friday, June 2, 2023.
The creditor group said it's investigating potential claims against
Virgin Orbit, its owners, and Virgin Investments.
About Virgin Orbit
Virgin Orbit Holdings, Inc (OTCMKTS: VORBQ) --
http://www.virginorbit.com/-- operates one of the most flexible
and responsive space launch systems ever built. Founded by Sir
Richard Branson in 2017, the Company began commercial service in
2021, and has already delivered commercial, civil, national
security, and international satellites into orbit. Virgin Orbit's
LauncherOne rockets are designed and manufactured in Long Beach,
California, and are air-launched from a modified 747-400 carrier
aircraft that allows Virgin Orbit Holdings, Inc., to operate from
locations all over the world in order to best serve each
customer's
needs.
Virgin Orbit Holdings, Inc., and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10405) on April 4, 2023.
In the petition filed by Daniel M. Hart, as chief executive
officer, Virgin Orbit reported total assets of $242,978,000 and
total debt of $153,491,000 as of Sept. 30, 2022.
The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM
& WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker
and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as
restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is
the claims agent.
The Debtors' indirect parent entity, Virgin Investments Limited, in
its role as Lender and Administrative Agent and Collateral Agent,
has retained Davis Polk & Wardwell LLP, FTI Consulting, Inc., and
Morris, Nichols, Arsht & Tunnell LLP as advisors.
VTV THERAPEUTICS: All Four Proposals Passed at Annual Meeting
-------------------------------------------------------------
vTv Therapeutics Inc. held its 2023 Annual Meeting of Stockholders
at which the stockholders:
(1) elected John A. Fry, Chandresh Harjivan, Keith Harris,
Jonathan Isaacsohn, Hersh Kozlov, Fahed Al Marzooqi, Richard S.
Nelson, Paul Sekhri, and Howard L. Weiner to serve as directors for
a term to expire at the Company's 2024 annual meeting of
stockholders or until their successors are duly elected and
qualified;
(2) approved on a nonbinding advisory basis the compensation
paid to the Company's named executive officers;
(3) set the frequency of future nonbinding advisory votes on the
compensation paid to the Company's named executive officers as
every three years; and
(4) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2023.
Based upon the results of the voting, and consistent with the
recommendation of the Board of Directors with regard to this
proposal as set forth in the proxy materials for the Annual
Meeting, the Company intends to conduct a non-binding advisory vote
on the compensation of its named executive officers every three
years until the next required vote regarding the frequency of
advisory votes regarding the compensation of the company's named
executive officers.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company
focused on developing oral small molecule drug candidates. vTv has
a pipeline of clinical drug candidates led by programs for the
treatment of type 1 diabetes, Alzheimer's disease, and inflammatory
disorders. vTv's development partners are pursuing additional
indications in type 2 diabetes, chronic obstructive pulmonary
disease (COPD), and genetic mitochondrial diseases.
vTv Therapeutics reported a net loss attributable to the Company of
$19.16 million for the year ended Dec. 31, 2022, compared to a net
loss attributable to the Company of $12.98 million for the year
ended Dec. 31, 2021. As of March 31, 2023, the Company had $28.83
million in total assets, $28.42 million in total liabilities,
$19.60 million in redeemable noncontrolling interest, and a total
stockholders' deficit of $19.19 million.
Raleigh, North Carolina-based Ernst & Young LLP, the Company's
auditor since 2000, issued a "going concern" qualification in its
report dated March 6, 2023, citing that the Company has not
generated any product revenue, has not achieved profitable
operations, has insufficient liquidity to sustain operations and
has stated that substantial doubt exists about the Company's
ability to continue as a going concern.
W LOFTS DEVELOPMENT: Trustee Seeks to Tap Nicholson PC as Counsel
-----------------------------------------------------------------
John Desmond, the trustee appointed in the Chapter 11 case of W
Lofts Development, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Nicholson PC as
his counsel.
The firm will render these services:
(a) prepare and file such pleadings as necessary or
appropriate to further the Debtor's Chapter 11 proceeding;
(b) prepare and file any pleadings, petitions, schedules, and
statements as may be deemed necessary or appropriate in connection
with the bankruptcy case;
(c) assist the trustee in the collection and administration of
assets of the estate;
(d) litigate, if necessary, any claims which the trustee
determines to be disputed, unenforceable or otherwise merits
disposition by the court;
(e) prepare and file, if necessary, the legal documents to
conduct a public auction and/or private sale of the Debtor's assets
and to attend any hearing in connection therewith; and
(f) perform any and all other bankruptcy related legal
services for the benefit of the trustee and the estate.
The hourly rates of the firm's counsel and staff are as follows:
Shareholders $400
Associates $210
Paraprofessionals $120
Kate Nicholson, Esq., a sole shareholder of Nicholson PC, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kate E. Nicholson, Esq.
Nicholson PC
21 Bishop Allen Dr.
Cambridge, MA 02139
Telephone: (857) 600-0508
Email: knicholson@nicholsonpc.com
About W Lofts Development
W Lofts Development, LLC filed an involuntary petition under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No.
23-40157) on Mar. 1, 2023. Judge Christopher J. Panos oversees the
case. The Law Office of Neil Kreuzer serves as the Debtor's
counsel.
On May 25, 2023, John O. Desmond, was duly appointed as Chapter 11
trustee of the Debtor's estate. Kate E. Nicholson, Esq., at
Nicholson PC serves as his counsel.
WINDSTREAM HOLDINGS: Bid for Majority Foreign Interest OK'd by FCC
------------------------------------------------------------------
Fierce Telecom reports that Windstream will walk away from its
Chapter 11 bankruptcy for good following a decision from the
Federal Communications Commission (FCC) to waive a rule that
prohibits U.S. telecommunications carriers from having more than
25% ownership by foreign companies.
According to the report, the FCC waiver is the final stamp of
approval for Windstream's plan of reorganization, for which the
Bankruptcy Court gave the go ahead in June 2020. Windstream was
forced to file for bankruptcy the year prior after losing a legal
battle with New York hedge fund Aurelius Capital Management over
whether the company had defaulted on bonds.
Fierce Telecom relates that as part of the restructuring,
Windstream negotiated a proposal with hedge fund manager Elliott
International and other investors to buy most of the company's
equity out of bankruptcy, while also removing a large chunk of its
debt. In the end Windstream was able to shed more than $4 billion
in debt and gain approximately $2 billion in hand to fuel new
growth as a privately held company.
According to Fierce Telecom, at the time the FCC granted a
temporary waiver for its foreign ownership rules to enable
Windstream's "prompt emergence from bankruptcy," but reserved the
right to review and rule on the proposed foreign ownership
interests following the company's successful emergence from
bankruptcy.
Under the proposal, Windstream will have a total foreign equity
interest of about 66.29%, according to the FCC's order. U.S.-based
Nexus Aggregator would have a 49.27% interest in the reorganized
Windstream. But Elliott International, which is almost entirely
owned by a Cayman Islands entity, is not U.S.-based and owns about
69.57% of Nexus.
With guidance from the National Telecommunications and Information
Administration (NTIA), the FCC said that public interest "would not
be served by prohibiting foreign ownership of Windstream, the
controlling U.S. parent," in excess of the usual benchmark of 25%.
Windstream's petition also included proposed ownership by Pacific
Investment Management Company (PIMCO), which ultimately is owned
and controlled by Allianz SE, a corporation based in Germany.
Despite PIMCO only holding a minority interest, the management
company's involvement with Windstream was subject to review by the
FCC because Allianz Global Investors (AGI), a subsidiary of
Allianz, recently entered a $1 billion settlement with the
Securities and Exchange Commission (SEC) establishing that AGI had
committed securities fraud.
However, the FCC said based on an evaluation that AGI's misconduct
does "not disqualify PIMCO from holding an ownership interest in
Windstream," as AGI is not a part of PIMCO's upstream ownership
structure.
The FCC said approval of foreign ownership is contingent upon
Windstream and its subsidiaries' "affirmative duty to monitor their
foreign equity and voting interests." The company in April filed a
letter stating that it commits to monitor its ownership and file an
annual certification that it is in compliance with the Commission's
foreign ownership rules.
A failure to comply with any of the FCC's conditions could result
in a reversal of the ruling, financial sanctions or other
enforcement action by the Commission.
About Windstream Holdings
Windstream Holdings, Inc., and its subsidiaries provide advanced
network communications and technology solutions for businesses
across the United States. They also offer broadband, entertainment
and security solutions to consumers and small businesses primarily
in rural areas in 18 states.
Windstream Holding Inc. and its subsidiaries filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 19-22312) on Feb. 25,
2019.
The Debtors had total assets of $13,126,435,000 and total debt of
$11,199,070,000 as of Jan. 31, 2019.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as counsel; PJT Partners LP as financial advisor
and investment banker; Alvarez & Marsal North America LLC as
restructuring advisor; and Kurtzman Carson Consultants as notice
and claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on March 12, 2019. The committee tapped
Morrison & Foerster LLP as its legal counsel, AlixPartners, LLP, as
its financial advisor, and Perella Weinberg Partners LP as
investment banker.
ZHANG MEDICAL: U.S. Trustee Appoints David Crapo as PCO
-------------------------------------------------------
William Harrington, U.S. Trustee for Region 2, appointed David
Crapo, Esq., as patient care ombudsman for Zhang Medical P.C.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Southern District of New York on May 30.
The PCO may seek to retain counsel to assist him in the performance
of his duties and responsibilities except for his reporting
obligations as set forth in Section 333(b)(2) of the Bankruptcy
Code.
Mr. Crapo, an attorney at Gibbons P.C., disclosed in a court filing
that he is a "disinterested person" pursuant to Section 101(14) of
the Bankruptcy Code.
The ombudsman may be reached at:
David N. Crapo, Esq.,
Gibbons P.C.
One Gateway Center
Newark, NJ 07102-5310
Phone: (973) 596-4523
Fax: (973) 639-6244
Email: dcrapo@gibbonslaw.com
About Zhang Medical
New York-based Zhang Medical P.C. specializes in low and no-drug
infertility solutions that help women conceive with minimal
invasiveness. It conducts business under the name New Hope
Fertility Clinic.
Zhang Medical filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April
30, 2023, with $1 million to $10 million in both assets and
liabilities. Eric Huebscher has been appointed as Subchapter V
trustee.
Judge Philip Bentley oversees the case.
Joseph D. Nohavicka, Esq., at Pardalis & Nohavicka, LLP is the
Debtor's counsel.
[] Colorado Bankruptcy Filings Rose 23% in May 2023
---------------------------------------------------
Christopher Wood of BizWest reports that Colorado bankruptcy
filings climbed 23% in May compared with the prior year, continuing
a trend of increases dating back to December 2022.
May filings increased in Boulder, Larimer and Weld counties, with
Broomfield's numbers declining, according to a BizWest analysis of
U.S. Bankruptcy Court data.
Numbers cited include all new filings, including open, closed and
dismissed cases. Colorado recorded 548 bankruptcy filings in May
2023, compared with 446 in May 2022. Colorado recorded 520
bankruptcy filings in April 2023.
Year-to-date filings increased 22% statewide, to 2,390 from 1,960
through May 2022. Individual bankruptcies increased 22.4%
year-to-date, while business filings decreased 2.5%.
Among counties in the Boulder Valley and Northern Colorado:
* Boulder County recorded 22 bankruptcy filings in May, up from
13 in May 2022, a 69% increase. The county has recorded 99 filings
year-to-date, up from 68 a year ago, an increase of 45.6%. Boulder
County recorded 25 filings in April.
* Broomfield recorded seven bankruptcy filings in May, down from
nine in May 2022, a decrease of 22%. Year-to-date filings total 17,
down from 26 in 2022, a 34.6% decrease. Broomfield recorded two
filings in April.
* Larimer County filings totaled 38 in May, compared with 27 a
year ago, an increase of 41%. Year-to-date filings total 157, up
33% from 118 a year ago. Larimer County recorded 30 bankruptcy
filings in April.
* Weld County bankruptcy filings totaled 49 in May, up from 32
recorded a year ago, an increase of 53%. Year-to-date filings total
205, up 38.5% from 148 through May 2022. Weld County recorded 38
bankruptcy filings in April 2023.
[] Commercial Chapter 11 Filings in May Over Last Year
------------------------------------------------------
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."
Total bankruptcy filings in May 2023 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."
ABI has partnered with Epiq Bankruptcy to provide the most current
bankruptcy filing data for analysts, researchers, and members of
the news media. Epiq Bankruptcy is the leading provider of data,
technology, and services for companies operating in the business of
bankruptcy. Its new Bankruptcy Analytics subscription service
provides on-demand access to the industry's most dynamic bankruptcy
data, updated daily. Learn more at
https://bankruptcy.epiqglobal.com/analytics.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re JDC Development Group, LLC
Bankr. N.D. Ga. Case No. 23-55280
Chapter 11 Petition filed June 6, 2023
Case Opened
In re 2671 Linnwood Drive, LLC
Bankr. N.D. Ga. Case No. 23-55291
Chapter 11 Petition filed June 6, 2023
Case Opened
In re Briarwood Hills Corp.
Bankr. N.D. Ga. Case No. 23-55294
Chapter 11 Petition filed June 6, 2023
Case Opened
In re Congregation Coffee, LLC
Bankr. E.D. La. Case No. 23-10879
Chapter 11 Petition filed June 6, 2023
See
https://www.pacermonitor.com/view/RTCXKKY/Congregation_Coffee_LLC__laebke-23-10879__0001.0.pdf?mcid=tGE4TAMA
represented by: Stewart F. Peck, Esq.
LUGENBUHL, WHEATON, PECK, RANKIN &
HUBBARD
In re 79 Nick Trail LLC
Bankr. D. Mass. Case No. 23-10893
Chapter 11 Petition filed June 6, 2023
See
https://www.pacermonitor.com/view/7O25P7Y/79_Nick_Trail_LLC__mabke-23-10893__0001.0.pdf?mcid=tGE4TAMA
represented by: Peter M. Daigle, Esq.
DAIGLE LAW OFFICE
E-mail: pmdaigleesq@yahoo.com
In re Noah Sapir
Bankr. D.N.M. Case No. 23-10443
Chapter 11 Petition filed June 6, 2023
represented by: Daniel White, Esq.
ASKEW & WHITE, LLC
In re Norbert Mehl
Bankr. S.D.N.Y. Case No. 23-22429
Chapter 11 Petition filed June 6, 2023
represented by: Ana Vargas, Esq.
In re 555 Argentinos, LLC
Bankr. N.D. Tex. Case No. 23-41660
Chapter 11 Petition filed June 6, 2023
See
https://www.pacermonitor.com/view/7FAEOKY/555_Argentinos_LLC__txnbke-23-41660__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re Allstate Realty Group, Inc
Bankr. C.D. Cal. Case No. 23-13519
Chapter 11 Petition filed June 7, 2023
See
https://www.pacermonitor.com/view/NB75OZY/Allstate_Realty_Group_Inc__cacbke-23-13519__0001.0.pdf?mcid=tGE4TAMA
represented by: Onyinye N. Anyama, Esq.
ANYAMA LAW FIRM, A PROFESSIONAL
CORPORATION
E-mail: info@anyamalaw.com
In re 109 Ave Holding Corp
Bankr. E.D.N.Y. Case No. 23-72059
Chapter 11 Petition filed June 7, 2023
See
https://www.pacermonitor.com/view/65SX5AI/109_Ave_Holding_Corp__nyebke-23-72059__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Craig A May
Bankr. E.D.N.Y. Case No. 23-72060
Chapter 11 Petition filed June 7, 2023
represented by: Avrum Rosen, Esq.
In re La Nueva Sabrosura Restaurant Inc.
Bankr. S.D.N.Y. Case No. 23-10911
Chapter 11 Petition filed June 7, 2023
See
https://www.pacermonitor.com/view/LII6GLQ/La_Nueva_Sabrosura_Restaurant__nysbke-23-10911__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Miller Bell LLC
Bankr. S.D.N.Y. Case No. 23-22433
Chapter 11 Petition filed June 7, 2023
See
https://www.pacermonitor.com/view/JABUICQ/Miller_Bell_LLC__nysbke-23-22433__0001.0.pdf?mcid=tGE4TAMA
represented by: Allen A Kolber, Esq.
ALLEN KOLBER
E-mail: akolber@kolberlegal.com
In re Samuel O. Aguocha
Bankr. S.D. Tex. Case No. 23-32147
Chapter 11 Petition filed June 7, 2023
represented by: Samuel Aguocha, Esq.
In re DHUD Investments, A CA Corporation
Bankr. C.D. Cal. Case No. 23-13542
Chapter 11 Petition filed June 8, 2023
See
https://www.pacermonitor.com/view/NYJPMNA/DHUD_Investments_A_CA_Corporation__cacbke-23-13542__0001.0.pdf?mcid=tGE4TAMA
represented by: Ilbert Phillips, Esq.
LAW OFFICES OF ILBERT PHILLIPS
E-mail: gregphi@aol.com
In re Skyreach Construction, LLC
Bankr. N.D. Fla. Case No. 23-30395
Chapter 11 Petition filed June 8, 2023
See
https://www.pacermonitor.com/view/UQATYCQ/Skyreach_Construction_LLC__flnbke-23-30395__0001.0.pdf?mcid=tGE4TAMA
represented by: Byron W. Wright III, Esq.
BRUNER WRIGHT, P.A.
E-mail: twright@brunerwright.com
In re John H. Hajjar
Bankr. D.N.J. Case No. 23-14988
Chapter 11 Petition filed June 8, 2023
represented by: Anthony Sodono, Esq.
MCMANIMON, SCOTLAND & BUAMANN, LLP
In re Jose Tobar Valle
Bankr. D.N.J. Case No. 23-15001
Chapter 11 Petition filed June 8, 2023
represented by: Christopher Martone, Esq.
In re 451 Hancock LLC
Bankr. E.D.N.Y. Case No. 23-42032
Chapter 11 Petition filed June 8, 2023
See
https://www.pacermonitor.com/view/ZABLGWQ/451_Hancock_LLC__nyebke-23-42032__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 451 Hancock LLC
Bankr. E.D.N.Y. Case No. 23-72066
Chapter 11 Petition filed June 8, 2023
See
https://www.pacermonitor.com/view/ZROWH3I/451_Hancock_LLC__nyebke-23-72066__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 931 Lincoln Place Corp
Bankr. E.D.N.Y. Case No. 23-42033
Chapter 11 Petition filed June 8, 2023
See
https://www.pacermonitor.com/view/Z5LQKVQ/931_Lincoln_Place_Corp__nyebke-23-42033__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Ally Car Service LLC
Bankr. E.D.N.Y. Case No. 23-42044
Chapter 11 Petition filed June 8, 2023
See
https://www.pacermonitor.com/view/4O4I52I/Ally_Car_Service_LLC__nyebke-23-42044__0001.0.pdf?mcid=tGE4TAMA
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re Harutyun Arto Bicakci
Bankr. C.D. Cal. Case No. 23-13605
Chapter 11 Petition filed June 9, 2023
represented by: Aurora Talavera, Esq.
In re Peter Szanto
Bankr. C.D. Cal. Case No. 23-11187
Chapter 11 Petition filed June 9, 2023
In re Tahoe Lake Love
Bankr. E.D. Cal. Case No. 23-21903
Chapter 11 Petition filed June 9, 2023
See
https://www.pacermonitor.com/view/K2TPLZY/Tahoe_Lake_Love__caebke-23-21903__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
E-mail:
michael.berger@bankruptcypower.com
In re Alap P Shah
Bankr. M.D. Ga. Case No. 23-40357
Chapter 11 Petition filed June 9, 2023
In re Narendra T Sharma
Bankr. W.D. Mo. Case No. 23-40779
Chapter 11 Petition filed June 9, 2023
represented by: Esperanza Cervantes, Esq.
In re Azar Boujaran-Ghomi DDS P.C.
Bankr. E.D.N.Y. Case No. 23-42065
Chapter 11 Petition filed June 9, 2023
See
https://www.pacermonitor.com/view/DOXSM6I/Azar_Boujaran-Ghomi_DDS_PC__nyebke-23-42065__0001.0.pdf?mcid=tGE4TAMA
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re GAI Vape LLC
Bankr. E.D. Wisc. Case No. 23-22644
Chapter 11 Petition filed June 9, 2023
See
https://www.pacermonitor.com/view/JUVPFJQ/GAI_Vape_LLC__wiebke-23-22644__0001.0.pdf?mcid=tGE4TAMA
represented by: Nicholas W. Kerkman, Esq.
KERKMAN & DUNN
E-mail: nkerkman@kerkmandunn.com
In re Hunter G. Arms and William R. Gehrke
Bankr. E.D. Wisc. Case No. 23-22645
Chapter 11 Petition filed June 9, 2023
represented by: Nicholas Kerkman, Esq.
KERKMAN & DUNN
In re 48 Hennessy Dr. LLC
Bankr. E.D.N.Y. Case No. 23-72091
Chapter 11 Petition filed June 11, 2023
See
https://www.pacermonitor.com/view/HJ5AAAQ/48_Hennessy_Dr_LLC__nyebke-23-72091__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re AR Landscaping, LLC
Bankr. D. Ariz. Case No. 23-03901
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/LCT3HBQ/AR_LANDSCAPING_LLC__azbke-23-03901__0001.0.pdf?mcid=tGE4TAMA
represented by: M. Preston Gardner, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
E-mail: azbankruptcy@davismiles.com
In re Alfred O. Awani
Bankr. C.D. Cal. Case No. 23-10810
Chapter 11 Petition filed June 12, 2023
represented by: Stella Havkin, Esq.
In re Robert Holbrook Lund
Bankr. C.D. Cal. Case No. 23-10820
Chapter 11 Petition filed June 12, 2023
represented by: Thomas Ure, Esq.
In re Christopher Newman Persson
Bankr. D. Conn. Case No. 23-50346
Chapter 11 Petition filed June 12, 2023
Filed Pro Se
In re 65 Team LLC
Bankr. S.D. Fla. Case No. 23-14547
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/V7PIZFY/65_Team_LLC__flsbke-23-14547__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Pershard Clipper, LLC
Bankr. S.D. Fla. Case No. 23-14553
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/H7HNWEQ/Pershard_Clipper_LLC__flsbke-23-14553__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian K. McMahon, Esq.
BRIAN K. MCMAHON, PA
E-mail: briankmcmahon@gmail.com
In re Pershard Investments, LLC
Bankr. S.D. Fla. Case No. 23-14552
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/IML5E3Y/Pershard_Investments_LLC__flsbke-23-14552__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian K. McMahon, Esq.
BRIAN K. MCMAHON, PA
E-mail: briankmcmahon@gmail.com
In re VEGASNAP, LLC
Bankr. D. Nev. Case No. 23-12371
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/AZTB2RA/VEGASNAP_LLC__nvbke-23-12371__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew C. Zirzow, Esq.
LARSON & ZIRZOW, LLC
E-mail: mzirzow@lzlawnv.com
In re 252 Jericho Turnpike LLC
Bankr. E.D.N.Y. Case No. 23-72100
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/H74FVRA/252_Jericho_Turnpike_LLC__nyebke-23-72100__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Ray's Auto Restoration, LLC
Bankr. E.D. Pa. Case No. 23-11716
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/M2GQUWA/Rays_Auto_Restoration_LLC__paebke-23-11716__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin Kercher, Esq.
LAW OFFICE OF KEVIN K. KERCHER, ESQ, PC
E-mail: kevin@kercherlaw.com
In re Geotel Investments, LLC
Bankr. E.D. Tex. Case No. 23-41032
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/JKNK43A/Investments_LLC_Geotel__txebke-23-41032__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert H. Holmes, Esq.
HOLMES LAWYER, PLLC
E-mail: rhholmes@swbell.net
*********
Monday's edition of the TCR delivers a list of indicative prices
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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.
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