/raid1/www/Hosts/bankrupt/TCR_Public/230619.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, June 19, 2023, Vol. 27, No. 169
Headlines
12-16 S. PATTERSON: Case Summary & Two Unsecured Creditors
371 CALABASAS: Case Summary & One Unsecured Creditor
40 & HOLDING: Files Emergency Bid to Use Cash Collateral
ACCELERATED HEALTH: $875M Bank Debt Trades at 17% Discount
ALECTO HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
ALL FLORIDA SAFETY: Wins Interim Cash Collateral Access
ALLIANCE PARTNERS: Unscureds Will Get 100% of Claims in Plan
ALVOGEN PHARMA: $831.3M Bank Debt Trades at 23% Discount
ARS SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
ASP DREAM: $100M Bank Debt Trades at 16% Discount
ASP LS: $1.38B Bank Debt Trades at 19% Discount
ASSOCIATED ASPHALT: $350M Bank Debt Trades at 19% Discount
ATLAS CC HOLDING: S&P Alters Outlook to Negative, Affirms 'B-' ICR
ATLAS ONTARIO: Moody's Lowers CFR to B3 & Alters Outlook to Stable
AULT ALLIANCE: Signs $10M Stock Purchase Agreement With Ascendiant
BANYAN CAY: Unsecureds Will Get .6%-24% in Liquidating Plan
BDC GROUP: Seeks $700,000 DIP Loan from Keystone
BELK INC: $300M Bank Debt Trades at 19% Discount
BINACE HOLDINGS: Deal with SEC Avoids U.S. Asset Freeze
BITNILE METAVERSE: Settles Lawsuit With Deloitte Consulting
BITNILE METAVERSE: Signs $100M Stock Purchase Agreement With Arena
BRIAN DEVRIES: Robert Goe Named Subchapter V Trustee
BUCKHEAD PROPERTY: Robert Matson Named Subchapter V Trustee
CARTER & CO: Leon Jones Named Subchapter V Trustee
CARVANA CO: Releases Improved Q2 2023 Financial Outlook
CASINO REINVESTMENT: Moody's Affirms Ba2 Rating on Hotel Fee Bonds
CENTER FOR AUTISM: Unsecureds to Get Nothing in Sale Plan
CENTERPOINT RADIATION: Mark Sharf Named Subchapter V Trustee
CHESAPEAKE ENERGY: Moody's Hikes CFR to Ba1, Outlook Stable
CHIEF CORNERSTONE: Unsecureds to be Paid in Full over 5 Years
CIBT GLOBAL: $385M Bank Debt Trades at 26% Discount
CITRIN COOPERMAN: $147M Bank Debt Trades at 19% Discount
CITY BREWING: $850M Bank Debt Trades at 46% Discount
CLEAR CHOICE: Amy Denton Mayer Named Subchapter V Trustee
COATESVILLE AREA SD: Moody's Upgrades Issuer & GOLT Ratings to Ba2
CONTEMPORARY MANAGEMENT: Case Summary & 15 Unsecured Creditors
COTTLE CHRISTI: Case Summary & Four Unsecured Creditors
COTTLE LLC: Case Summary & Three Unsecured Creditors
CROSS COUNTRY: $175M Bank Debt Trades at 18% Discount
CROWN FINANCE: $3.33B Bank Debt Trades at 68% Discount
CROWN FINANCE: EUR607M Bank Debt Trades at 75% Discount
CYANCO INTERMEDIATE 2: Moody's Rates New 1st Lien Loans 'B2'
CYANCO INTERMEDIATE: S&P Assigns 'B' Rating on Secured Term Loan B
DELL INC: Egan-Jones Retains BB- Senior Unsecured Ratings
DESTINED PROPERTIES: Seeks to Hire Kirton McConkie as Counsel
DICOL TRUCKING: Michael Abelow Named Subchapter V Trustee
DIVISION SEVEN: Salvatore LaMonica Named Subchapter V Trustee
EAGLEVIEW TECHNOLOGY: Moody's Affirms 'B3' CFR, Outlook Stable
ELEMENT SOLUTIONS: Moody's Rates $150MM Term Loan Add-on 'Ba1'
EXELA TECHNOLOGIES: Commences Offer to Exchange Sr. Secured Notes
FIRSTENERGY TRANSMISSION: S&P Affirms 'BB+' Unsecured Debt Rating
FORTNA GROUP: $1.47B Bank Debt Trades at 17% Discount
FRANKLIN STREET: Moody's Cuts CFR & Senior Unsecured Bond to B3
GEORGE WESTON: Egan-Jones Retains BB+ Senior Unsecured Ratings
GLORY INTERVENTION: Katharine Clark Named Subchapter V Trustee
GORILLA CAR WASH: Scott Rever Named Subchapter V Trustee
HEALTHCHANNELS INTERMEDIATE: $385M Bank Debt Trades at 27% Off
HERITAGE GROCERS: S&P Affirms 'B' ICR, Outlook Stable
HIGHPEAK ENERGY: Fitch Hikes LongTerm IDR to 'B', Outlook Stable
HIGHPEAK ENERGY: Moody's Assigns First Time B2 Corp. Family Rating
HIGHWATER GROUP: Loses Access to Cash Collateral
HOSTESS BRANDS: Moody's Rates New $1.18-Bil. First Lien Loans 'B1'
IAMGOLD CORP: Egan-Jones Retains B+ Senior Unsecured Ratings
IDAHO ALLERGY: Has Deal on Cash Collateral Access Thru Oct 2023
INEOS ENTERPRISES II: Fitch Gives BB+(EXP) Rating on New Term Loans
INSTANT BRANDS: Moody's Lowers CFR to Caa3 Amid Chapter 11 Filing
IRON MOUNTAIN: Egan-Jones Retains BB Senior Unsecured Ratings
J&C MAY PROPERTIES: Seeks to Hire Wooley Auctioneers
JACK IN THE BOX: Egan-Jones Retains B- Senior Unsecured Ratings
JND PROPERTIES: Case Summary & 15 Unsecured Creditors
KCIBT HOLDINGS: Moody's Cuts CFR to Caa3, Outlook Stable
KDC AGRIBUSINESS: Case Summary & 20 Largest Unsecured Creditors
KEANE GROUP: Moody's Puts 'B2' CFR Under Review for Upgrade
KEITH STRANGE: Court OKs Cash Collateral Access on Final Basis
KIRBY CORP: Egan-Jones Retains BB Senior Unsecured Ratings
KNS MIDCO: $557M Bank Debt Trades at 18% Discount
LANNETT COMPANY: Exiting Chapter 11 Bankruptcy
LUCKY BUCKS: Moody's Lowers CFR to Ca & Alters Outlook to Stable
LUMEN TECHNOLOGIES: $5B Bank Debt Trades at 23% Discount
LUNYA COMPANY: Case Summary & 20 Largest Unsecured Creditors
MAGENTA BUYER: $3.18B Bank Debt Trades at 23% Discount
MAGENTA BUYER: $750M Bank Debt Trades at 30% Discount
MEGNA TEMECULA HACIENDA: Case Summary & One Unsecured Creditor
MEGNA TEMECULA: Case Summary & One Unsecured Creditor
MLCJR LLC: DIP Loan from BP Energy and ANB Wins Final OK
MOUNTAINEER MERGER: $200M Bank Debt Trades at 18% Discount
MYOMO INC: All Five Proposals Passed at Annual Meeting
NEXTIER OILFIELD: S&P Places 'B+' ICR on CreditWatch Positive
NEXTPLAY TECHNOLOGIES: Receives Notice of Noncompliance from Nasdaq
NIGHTMARE GRAPHICS: Unsecureds Will Get 6.2% in Subchapter V Plan
NOBILITY MANAGEMENT: Taps Levene Neale Bender Yoo as Counsel
NORTHERN CONTRACTORS: Cash Collateral Access OK'd Thru June 29
NORTHERN CONTRACTORS: Michael DeLeo Named Subchapter V Trustee
NORTHLAND POWER: S&P Rates 2023-A Green Subordinated Notes 'BB+'
NORTHWEST SENIOR: PCO Susan Goodman Submits Seventh Report
OECONNECTION LLC: $90M Bank Debt Trades at 17% Discount
PACKERS HOLDINGS: $1.24B Bank Debt Trades at 34% Discount
PADAGIS LLC: Moody's Cuts CFR & Sr. Secured First Lien Debt to B2
PALASOTA CONTRACTING: Wins Cash Collateral Access on Final Basis
PARADOX RESOURCES: Cash Collateral Access, $235,970 DIP Loan OK'd
PATTERSON-UTI ENERGY: S&P Places 'BB+' ICR on CreditWatch Positive
PEACHSTATE PEDALING: Tamara Miles Ogier Named Subchapter V Trustee
PENNYMAC FINANCIAL: Fitch Assigns BB- LongTerm IDR, Outlook Stable
PERSHARD INVESTMENTS: Seeks Cash Collateral Access
PICO INDUSTRIES: Court OKs Cash Collateral Access
PLAYPOWER: $400M Bank Debt Trades at 21% Discount
POLARIS NEWCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable
POPULUXE LLC: Court OKs Cash Collateral Access Thru July 18
POSEIDON MOVING: Wins Interim Cash Collateral Access
PRECISION FORGING: Has Deal on Cash Collateral Access
PRIME PLUMBING: Seeks Interim Cash Collateral Access
PROPPANT TECH: Files Emergency Bid to Use Cash Collateral
PROTECH FIRE: May Use Cash Collateral on Final Basis
QBS PARENT: $334M Bank Debt Trades at 16% Discount
QUORUM HEALTH: $732M Bank Debt Trades at 31% Discount
R L BURNS: Robert Altman Named Subchapter V Trustee
RAP OPERATING: Lucy Sikes Named Subchapter V Trustee
REDSTONE HOLDCO: $1.11B Bank Debt Trades at 17% Discount
RETAILING ENTERPRISES: Court OKs Interim Cash Collateral Access
ROCKPORT COMPANY: Case Summary & 20 Largest Unsecured Creditors
ROCKPORT COMPANY: June 22 Deadline Set for Panel Questionnaires
ROLPA TRUCKING: D. Parker Sweet Named Subchapter V Trustee
RUTHERFORD ENTERPRISES: Case Summary & Five Unsecured Creditors
SABRE GLBL: $644M Bank Debt Trades at 22% Discount
SABRE GLBL: $675M Bank Debt Trades at 21% Discount
SAFE ELECTRIC: L. Todd Budgen Named Subchapter V Trustee
SIGNAL PARENT: $550M Bank Debt Trades at 22% Discount
SIGYN THERAPEUTICS: Hikes Outstanding Common Shares to 44.2 Million
SILVER TRIDENT: Files Emergency Bid to Use Cash Collateral
SP PF BUYER: $744M Bank Debt Trades at 30% Discount
STULZ & STEPHAN: Case Summary & 11 Unsecured Creditors
TANNER CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
TEAM HEALTH: $1.59B Bank Debt Trades at 31% Discount
TELESAT LLC: $1.91B Bank Debt Trades at 38% Discount
TORI BELLE: Case Summary & 13 Unsecured Creditors
TRIMED HEALTHCARE: Voluntary Chapter 11 Case Summary
TURBO COMPONENTS: Unsecured Creditors to Split $25K Plan
VERITAS US: $1.70B Bank Debt Trades at 17% Discount
VIRGIN PULSE: $185M Bank Debt Trades at 16% Discount
WEX INC: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Stable
WHEEL PROS: $1.18B Bank Debt Trades at 33% Discount
WINDSOR HOLDINGS III: Moody's Rates New Senior Secured Notes 'B2'
WOOD DUCK INN: Case Summary & Four Unsecured Creditors
YAK ACCESS: $419M Bank Debt Trades at 17% Discount
[^] BOND PRICING: For the Week from June 12 to 16, 2023
*********
12-16 S. PATTERSON: Case Summary & Two Unsecured Creditors
----------------------------------------------------------
Debtor: 12-16 S. Patterson Park Avenue Development, LLC
c/o Patricia B. Jefferson, Chapter 11 Trustee
Miles & Stockbridge PC, 100 Light Street
Baltimore, MD 21202
Case No.: 23-14209
Business Description: Patterson Park owns nine undeveloped lots in
Baltimore City.
Chapter 11 Petition Date: June 15, 2023
Court: United States Bankruptcy Court
District of Maryland
Debtor's Counsel: Addison J. Chappell, Esq.
MILES & STOCKBRIDGE PC
100 Light Street
Baltimore MD 21202
Tel: 410-385-3481
Email: achappell@milesstockbridge.com
Total Assets: $563,500 + investigation results
Total Liabilities: $1,178,185
The petition was signed by Patricia B. Jefferson, Ch. 11 Trustee of
G.D. III, Inc., managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/LODHEIA/12-16_S_Patterson_Park_Avenue__mdbke-23-14209__0001.0.pdf?mcid=tGE4TAMA
12-16 S. Patterson Park Avenue Development, LLC and G.D. III, Inc.,
seek joint administration of their Chapter 11 cases under the G.D.
III bankruptcy case, Case No. 22-12393.
371 CALABASAS: Case Summary & One Unsecured Creditor
----------------------------------------------------
Debtor: 371 Calabasas, LLC
371 Calabasas Road
Watsonville, CA 95076
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-50652
Judge: Hon. Stephen L. Johnson
Debtor's Counsel: Michael W. Malter, Esq.
BINDER & MALTER, LLP
2775 Park Avenue
Santa Clara, CA 95050
Tel: (408) 295-1700
Fax: (408) 295-1531
Email: Michael@bindermalter.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Blume as managing member.
The Debtor listed the Franchise Tax Board as its sole unsecured
creditor holding a claim of $2,146.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/F5GSHXA/371_Calabasas_LLC__canbke-23-50652__0001.0.pdf?mcid=tGE4TAMA
40 & HOLDING: Files Emergency Bid to Use Cash Collateral
--------------------------------------------------------
40 & Holding LLC, d/b/a/ The London Bridge Pub, asks the U.S.
Bankruptcy Court for the Eastern District of North Carolina,
Raleigh Division, for authority to use cash collateral to make
payment of ordinary operating expenses.
A review of the North Carolina Secretary of State's UCC filings
reveals these financing statements which might perfect a lien on
cash collateral:
a. File # 20180090175E recorded August 30, 2018, in favor of
CresCom Bank, ATTN: Loan Processing, 220 Creekside Drive,
Washington, NC 27889;
b. File # 20200012154J recorded February 4, 2020, in favor of
U.S. Foods, Inc., 1500 NC Highway 39, Zebulon, NC 27597;
c. File # 20200050796B recorded May 6, 2020, in favor of U.S.
Small Business Administration, 2 North Street, Suite 320,
Birmingham, AL 35203;
d. File # 20220140275G recorded October 15, 2022, in favor of
Financial Agent Services, P.O. Box 2576, Springfield, IL 62708;
and
e. File # 20230068402J recorded against 40 & HOLDING LLC on
May 30, 2023, in favor of CT Corporation System, as representative,
330 N Brand Blvd, Suite 700, ATTN: SPRS, Glendale, CA 91203.
The Debtor proposes to give a replacement lien to secured creditors
for the cash collateral used if the motion is approved.
A copy of the motion is available at https://urlcurt.com/u?l=EscO2e
from PacerMonitor.com.
About 40 & Holding LLC
40 & Holding LLC is a pub serving food, beverages, and alcoholic
beverages, located in downtown Raleigh. London Bridge also hosts
special events in the pub, such as open mic nights, DJ
performances, karaoke, and broadcasts soccer games for its
clientele.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01637) on June 13,
2023. In the petition signed by Michael A. Ruiz, owner/member, the
Debtor disclosed up to $50,000 in assets and up to $1 million in
liabilities.
Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC,
represents the Debtor as legal counsel.
ACCELERATED HEALTH: $875M Bank Debt Trades at 17% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Accelerated Health
Systems LLC is a borrower were trading in the secondary market
around 82.8 cents-on-the-dollar during the week ended Friday, June
16, 2023, according to Bloomberg's Evaluated Pricing service data.
The $875 million facility is a Term loan that is scheduled to
mature on February 15, 2029. The amount is fully drawn and
outstanding.
Accelerated Health Systems, LLC provides healthcare services. The
Company offers athletic training, physical therapy, occupational
therapy, and fitness services to affiliations including high
schools, colleges, and many professional sports teams.
ALECTO HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Alecto Healthcare Services LLC
a Delaware limited liability company
101 N. Brand Boulevard
Suite 1920
Glendale CA 91203
Business Description: Alecto provides healthcare infrastructure
services. The Company offers healthcare
system and management services.
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
District of Delaware
Case No.: 23-10787
Judge: Hon. Kate Stickles
Debtor's Counsel: Scott J. Leonhardt, Esq.
THE ROSNER LAW GROUP LLC
824 North Market Street, Suite 810
Wilmington DE 19801
Tel: (302) 777-1111
Email: Leonhardt@teamrosner.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Laxman Reddy as president and chief
executive officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/HOPLANI/Alecto_Healthcare_Services_LLC__debke-23-10787__0001.0.pdf?mcid=tGE4TAMA
ALL FLORIDA SAFETY: Wins Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, authorized All Florida Safety Institute, LLC
to use cash collateral on an interim basis in accordance with the
budget.
The Debtor requires the use of cash collateral to continue
operating the business and pay salaries.
As of the Petition Date, the Debtor was indebted to the U.S. Small
Business Administration in the approximate amount of $2.066 million
and Westlake Funding Company, LLC in the approximate amount of
$500,000. The Debtor's obligation is evidenced by a Promissory
Note, Security Agreement, Financing Statement, and Chattel Mortgage
executed on May 27, 2020, to USA/SBA and July 21, 2021 to
Westlake.
The Debtor is permitted to pay only expenses necessary for the
operation of the business and not any pre-petition expenses,
officer salaries, professional fees, or insiders without further
court order.
As adequate protection to each Lender's interest and the estate's
interest in cash collateral, the Lender is granted a replacement
lien to the same nature, priority, and extent the Lender may have
had immediately prior to the date that the case was commenced nunc
pro tunc to the Petition Date. Further, the Lender is granted a
replacement lien and security interest on property of the
bankruptcy estate to the same extent and priority as that which
existed pre-petition on all of the cash accounts, accounts
receivable and other assets and property acquired by the Debtor's
estate or by the Debtor on or after the Petition. The replacement
lien will be deemed effective, valid and perfected as of the
Petition Date, without the necessity of filing with any entity of
any documents or instruments otherwise required to be filed under
applicable non-bankruptcy law.
The Debtor is directed to make adequate protection payments:
a. $6,164.40 per month to the U.S. Small Business
Administration commencing November 1, 2022 and on the 1st of the
month thereafter or further Court Order;
b. $0.00 per month to Westlake Funding Company, LLC. Stay to
be lifted upon Court Order;
c. All other UCC-1 receivable Lenders including NewCo Capital
Group, Samson, Cloudfund/Delta and IOU shall receive no adequate
protection at this time. This order is without prejudice to a later
finding that such Lenders may be secured by receivables, personal
property, inventory and/or equipment.
As additional adequate protection of the Lender's interest in the
cash collateral, the Debtor will (a) maintain all necessary
insurance coverage on the Lender's collateral and under no
circumstances will the Debtor allow its insurance coverage to
lapse, (b) continue to pay such monthly insurance payment in a
timely manner, and (c) within two days of the Lender's request, the
Debtor will provide to the Lender's counsel a written statement
supported by evidence of Debtor's compliance with the foregoing.
The Debtor's authority to use the cash collateral will terminate
immediately and upon the earlier of (a) a Court order; (b) the
conversion of the case to a Chapter 7 case or the appointment of a
Chapter 11 trustee without the consent of the Lender; (c) the entry
of an Order that alters the validity or priority of the replacement
liens granted to the Bank; (d) the Debtor ceasing to operate all or
substantially all of its business; (e) the entry of an order
granting relief from the automatic stay that allows any entity to
proceed against any material assets of the Debtor that constitute
cash collateral; (f) the entry of an Order authorizing a security
interest under 11 U.S.C. section 364(c) or 364(d) in the collateral
to secure any credit obtained or debt incurred that would be senior
to or equal to the replacement lien; or (g) the dismissal of the
Chapter 11 case.
A continued hearing on the matter is set for June 27, 2023 at 2
p.m.
A copy of the order is available at https://urlcurt.com/u?l=IOPe3K
from PacerMonitor.com.
About All Florida Safety Institute, LLC
All Florida Safety Institute, LLC offers driving lessons, driver's
license testing and traffic school. All Florida Safety sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
M.D. Fla. Case No. 22-01926) on September 22, 2022. In the petition
signed by Mark Allen, manager, the Debtor disclosed $2,200,185 in
assets and $5,618,570 in liabilities.
Judge Jacob A. Brown oversees the case.
Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler,
LLP, is the Debtor's counsel.
ALLIANCE PARTNERS: Unscureds Will Get 100% of Claims in Plan
------------------------------------------------------------
Alliance Partners, Ltd. filed with the U.S. Bankruptcy Court for
the Northern District of Illinois a Plan of Reorganization for
Small Business dated June 12, 2023.
The Debtor is an Illinois Corporation which was engaged in the
purchase of real property at scavenger sales conducted by Cook
County regarding unpaid real estate taxes and then re-selling the
said properties.
The Debtor currently owns three parcels of real estate; namely,
8809 S. State St., Chicago, IL ("State St."), 33 East 113th St.,
Chicago, IL ("13th St."), and 3007 East 100th St., Chicago, IL
("100th SSt.") (collectively, "Properties").
Subsequent to acquiring State St., a real estate tax scavenger sale
of the 2018 taxes was conducted and the real estate taxes were
purchased by Corona Investments, LLC. In order to stay Corona's
attempt to obtain a tax deed, the Debtor filed its voluntary
petition pursuant to Subchapter V of Chapter 11.
The Debtor's Plan proposes to sell the Properties and pay off all
creditos in full and, therefore, the Debtor's ability to make Plan
payments is wholly contingent upon the sale of the Properties.
There are no ongoing operations of the Debtor other than marketing
the Properties for sale.
The Plan proposes to sell the Properties within 120 days and if the
Properties do not sell within that time frame, the Debtor will
employ an auctioneer to conduct auction sales of the Properties to
generate funds necessary to pay the creditors in full.
This Plan of Liquidation proposes to pay creditors of the Debtor
from the cash received from the sale of the Properties.
Class 5 consists of non-priority general unsecured claims. This
Class consists of the allowed non-priority general unsecured claims
in the total amount of $50,837.19. This Class includes Corona's
unsecured claim and the unsecured claim of Wahlstrom. The unsecured
claims will be paid 100% of allowed claims, without interest, from
the net sales proceeds of the Properties.
In the event there are sufficient funds remaining, after clearing
title to the Properties, to pay interest on the allowed unsecured
claims, then interest will be paid at the Treasury rate as of the
date of filing of the Case. In the event there are insufficient
funds remaining, after clearing title to the Properties, to pay
unsecured claims in full, then the unsecured claims shall share,
pro rata, in the net sales proceeds.
Any net sales proceeds remaining after payment in full of
administrative claims and all classes of claims, will be shared
between the shareholders in the same proportion as their respective
stock ownership in the Debtor.
The Debtor will retain all f its assets and continue marketing for
sale the Properties. State St. is listed for the sales price of
$165,000 and 113th St. is listed for sale at $105,000. 100th St. is
not listed as that property is not worth more than the unpaid real
estate taxes owed on the property. The Debtor is attemptimg to find
a buyer who will simply pay a nominal sum in order to take title
out of the Debtor's name. The Plan will be implemented and funded
by a sale of the Properties within 120 days.
A full-text copy of the Plan of Reorganization dated June 12, 2023
is available at https://urlcurt.com/u?l=mGir8a from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Joel A. Schechter, Esq.
Law Offices of Joel A. Schechter
53 W. Jackson Blvd., Suite 1522
Chicago, IL 60604
Telephone: (312) 332-0267
Email: joel@jasbklaw.com
About Alliance Partners
Alliance Partners, Ltd. is an Illinois Corporation which was
engaged in the purchase of real property at scavenger sales
conducted by Cook County. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-00418) on Jan. 12, 2023, listing up to $500,000 in assets and up
to $100,000 in liabilities. Judge A. Benjamin Goldgar oversees the
case.
The Law Offices of Joel A. Schechter is the Debtor's counsel.
ALVOGEN PHARMA: $831.3M Bank Debt Trades at 23% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Alvogen Pharma US
Inc is a borrower were trading in the secondary market around 77.4
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $831.3 million facility is a Term loan that is scheduled to
mature on June 30, 2025. The amount is fully drawn and
outstanding.
Alvogen Pharma US, Inc. is a subsidiary of Alvogen Lux Holdings
S.a.r.l. Alvogen comprises the US generic pharmaceuticals and
contract manufacturing operations of LuxCo, which also has
international operations not included in the US credit group. For
the twelve months ended September 30, 2022, Alvogen reported
revenues of approximately $468 million. Alvogen is owned by a
consortium of private equity firms including CVC Capital and
Temasek. The company's CEO Robert Wessman also owns a significant
stake in the company.
ARS SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ARS Specialty Contractors LLC
dba ARS Auto Sales;
aka ARS Floor Systems;
aka ARS Concrete & Coatings;
aka Garren Construction
307 Lombrano Street
San Antonio TX 78207
Case No.: 23-50751
Business Description: The Debtor is a foundation, structure,
and building exterior contractor.
Chapter 11 Petition Date: June 15, 2023
Court: United States Bankruptcy Court
Western District of Texas
Judge: Hon. Craig A. Gargotta
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas TX 75202
Tel: (972) 503-4033
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Elizabeth Yetman Chavez 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/HGUGV5Q/ARS_Specialty_Contractors_LLC__txwbke-23-50751__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/G2GVYMA/ARS_Specialty_Contractors_LLC__txwbke-23-50751__0001.0.pdf?mcid=tGE4TAMA
ASP DREAM: $100M Bank Debt Trades at 16% Discount
-------------------------------------------------
Participations in a syndicated loan under which ASP Dream
Acquisition Co LLC is a borrower were trading in the secondary
market around 84.4 cents-on-the-dollar during the week ended
Friday, June 16, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $100 million facility is a Term loan that is scheduled to
mature on December 15, 2029. The amount is fully drawn and
outstanding.
ASP Dream Acquisition Co LLC, d/b/a FullBloom, is a Philadelphia,
Pennsylvania-based national provider of education and behavioral
health services for children with special needs and students
struggling academically in school.
ASP LS: $1.38B Bank Debt Trades at 19% Discount
-----------------------------------------------
Participations in a syndicated loan under which ASP LS Acquisition
Corp is a borrower were trading in the secondary market around 81.1
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.38 billion facility is a Term loan that is scheduled to
mature on May 7, 2028. The amount is fully drawn and outstanding.
ASP LS Acquisition Corp. was formed to effectuate the acquisition
of Laser Ship, Inc. by the private equity firm American Securities
LLC
ASSOCIATED ASPHALT: $350M Bank Debt Trades at 19% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Associated Asphalt
Partners LLC is a borrower were trading in the secondary market
around 80.8 cents-on-the-dollar during the week ended Friday, June
16, 2023, according to Bloomberg's Evaluated Pricing service data.
The $350 million facility is a Term loan that is scheduled to
mature on April 5, 2024. The amount is fully drawn and
outstanding.
Associated Asphalt Partners, LLC manufactures asphalt products. The
Company provides emulsions, polymer modified asphalt, and rubber
binder products.
ATLAS CC HOLDING: S&P Alters Outlook to Negative, Affirms 'B-' ICR
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S&P Global Ratings affirmed all its ratings, including the 'B-'
issuer credit rating on Atlas CC Holding LLC (Cubic Corp.), the
'B+' issue-level rating on its term loan C, and the 'B' issue-level
ratings on its revolver, letter of credit (LOC) facility, and
first-lien term loan. The recovery rating on the term loan C
remains '1' and the recovery rating on the revolver, LOC facility,
and first-lien term loan remains '2'.
The negative outlook reflects the risk that Cubic's debt
capitalization could become unsustainable if FOCF deficits are
sustained beyond 2024.
Supply chain delays, idle capacity, cost inflation, and rising
interest expense threaten to render Cubic's debt capitalization
unsustainable. Cubic has significantly underperformed our earnings
and cash flow growth expectations since the 2021 leveraged buyout
due to higher-than-expected wage costs, supply chain delays, higher
interest rates, and delayed realization against targeted
cost-savings synergies. Since the LBO, its trailing 12-month
revenues have declined by about 8%, and its credit agreement
defined adjusted EBITDA has declined by about 13% causing large
free operating cash flow deficits and S&P Global Ratings-adjusted
leverage to increase to about 15x as of March 31, 2023, from about
10x at transaction close.
S&P said, "Under our updated base-case forecast we project Cubic's
FOCF will remain weak for the 'B-' rating until 2025, and tolerance
for further underperformance and cost overruns that delay
improvement in projected reported free operating cash flow at the
'B-' rating is limited given Cubic's large debt burden of $2.6
billion on an S&P Global Ratings-adjusted basis.
"Our ratings reflect that Cubic's FOCF will likely turn positive in
fiscal year 2025. Weak earnings growth with higher interest costs
will drive free operating cash flow deficits in 2023 and 2024.
Nevertheless, we forecast Cubic will generate reported FOCF about
$35 million in 2025, and about $50 million in 2026 and 2027 as
interest rates decline and the company generates an incremental
$100 million of EBITDA through a decline in restructuring charges
and the realization of cost savings targeted at the LBO. While
Cubic's realization of targeted cost savings has been delayed, we
believe the savings will be mostly achieved by fiscal 2025 because
substantially all the savings have been actioned as of March 31,
2023.
"Furthermore, we expect four large legacy transportation segment
contracts to transition to their more profitable operations and
maintenance phase and release working capital in 2024 and 2025
driving improvement in reported earnings and cash flow. Our
assessment reflects Cubic's minimal near-term debt maturities,
large liquidity buffer, long-term contracts, incumbent
relationships with major customers including global transportation
agencies and the U.S. Department of Defense, and its interest rate
hedges, which will somewhat offset the impact of rising interest
rates on cash flow beginning in the third-quarter of fiscal 2023.
We forecast the hedges will fix 80% of floating rate debt at base
rates of 2% to 3% resulting in annual cash savings of about $20
million to $30 million.
"Cubic's healthy liquidity buffer of more than $300 million
supports our assessment. Following the execution of its real-estate
sale leaseback transaction in the second quarter of fiscal 2023,
the company's cash and revolving credit facility liquidity sources
increased to $315 million. Absent further asset sales we project
Cubic's liquidity will decline to about $200 million in 2024 before
improving in 2025. This is a level that we believe provides the
company adequate cushion to withstand modest underperformance to
our base-case forecast in the near term."
The negative outlook reflects the risk that Cubic's debt
capitalization could become unsustainable if FOCF deficits are
sustained beyond 2024.
ESG credit indicators: E2, S2, G3
Governance is a moderately negative consideration, as it is for
most rated entities owned by private-equity sponsors. S&P believes
Cubic's highly leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of controlling
owners. This also reflects private-equity sponsors' generally
finite holding periods and focus on maximizing shareholder
returns.
ATLAS ONTARIO: Moody's Lowers CFR to B3 & Alters Outlook to Stable
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Moody's Investors Service downgraded the corporate family rating
for Atlas Ontario LP ("Allied Universal") to B3 and the probability
of default rating to B3-PD. Concurrently, Moody's downgraded the
ratings of Allied Universal Holdco LLC's senior secured instruments
to B3 from B2 and the senior unsecured instruments to Caa2 from
Caa1. The outlook has been changed to stable. Allied Universal is
the world's largest security and related services company.
The ratings downgrade reflects persistently high leverage, Moody's
expectation of negative levered free cash flow for this year and
aggressive financial strategies that includes frequent debt funded
acquisitions. Moody's expects that despite solid revenue growth and
stable margins, the company will likely continue to execute on debt
funded acquisitions that will cause debt-to-EBITDA leverage to
remain above 7.0x over the next 12-18 months.
Issuer: Atlas Ontario LP
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Issuer: Allied Universal Holdco LLC
Senior Secured Bank Credit Facility, Downgraded to B3 from B2
Senior Secured Regular Bond/Debenture, Downgraded to B3 from B2
Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 from
Caa1
Outlook Actions:
Issuer: Allied Universal Holdco LLC
Outlook, Changed To Stable From Negative
Issuer: Atlas Ontario LP
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The B3 CFR reflects Allied Universal's very high leverage, Moody's
expectation of negative free cash flow and thin margins.
Debt-to-EBITDA was 8.5x (Moody's adjusted, as of March 2023, pro
forma for acquired EBITDA) and leverage has been persistently high
over the past year, as overall debt levels have been increasing
because of debt funded acquisitions. Moody's expects leverage to
decline over the next 12-18 months, however it will remain above
7.0x. Moody's also expects levered free cash flow to be negative
and a high interest expense burden and working capital usage
constrains cash flow and weighs on the credit, over the same time
period. Aggressive financial policies and debt-funded M&A, which
Moody's expects will be a feature of the business strategy weigh on
the company's credit profile. Margins have been pressured due to
unfavorable labor market conditions.
As a result of higher levels of attrition, Allied Universal has
been incurring higher costs to hire and train new employees. Labor
market conditions are improving; however, the company's
international segment lags the North America market and Moody's
expects gross margins to improve only marginally over the next
12-18 months. Allied Universal's EBITDA margins are low relative to
other essential business services companies and EBITDA margins are
projected to remain 8.5%-9% area.
Allied Universal benefits from its market position as the world's
largest security services company, the recession resistant nature
of the security services business, an ability to mostly pass on
higher wages to customers and a track record of successfully
integrating acquisitions and achieving targeted cost reductions.
All financial metrics cited reflect Moody's standard adjustments.
Moody's considers demand for security services to be stable through
economic cycles since customers generally view security as a
non-discretionary spending item. The overall security services
industry is relatively mature, with limited growth prospects.
Allied Universal is the largest security services provider in North
America and globally it has an estimated 12% market share
(according to the company) of the over $100 billion outsourced
manned guarding market. Within its largest markets Moody's believes
this scale brings benefits from both a revenue and a cost
perspective and provides a competitive advantage relative to
smaller regional companies, particularly for national accounts. The
company's largest competitors include Securitas AB (unrated) and
Garda World Security Corporation (B3 stable). The global security
services market is highly fragmented, with the top four companies
representing around a quarter of the market and the remaining
spread among thousands of local competitors. Historically, about
20% of Allied Universal's pro-forma revenue has been comprised of
national accounts, which typically benefit from longer contracts
and established relationships, as well as reportedly high customer
retention rates of over 95%. Allied Universal's financial
strategies are aggressive and opportunistic. Its track record of
debt-financed acquisitions and history of operating with high
financial leverage and limited free cash flow reflect its
opportunistic policies typical of financial sponsor ownership. The
board of directors is controlled by Warburg Pincus LLC and Caisse
de depot et placement du Quebec (CDPQ). Among Allied Universal's
expected near term capital allocation priorities are investing in
the business and completing acquisitions.
Moody's considers Allied Universal's liquidity profile as adequate.
Liquidity is supported by unrestricted cash on hand of
approximately $900 million as of the end of 1Q 2023 and
availability under the company's three revolvers. Moody's projects
free cash flow to be negative in 2023. The company extended most of
the senior secured first lien $300 million revolver that was due in
2024 to 2027 ($275 million was extended to November 2027 while $25
million of commitments retained the old maturity of July 2024).
Debt under this revolver has been paid down after the end of 1Q 23.
The EUR300 million senior secured revolver due 2026 and unrated
$1,500 million senior secured asset based revolving credit facility
("ABL") expiring 2026 had some availability as of the end of 1Q
2023. The $300 million and EUR300 million revolvers are subject to
a maximum first lien net leverage ratio when utilization exceeds
40% of total capacity. Moody's does not anticipate that the
covenant will be tested over the next year. If it were tested,
Moody's also believes that the company would remain compliant.
The ratings assigned to the individual instruments are based on the
probability of default of the company, reflected in the B3-PD PDR,
as well as a family recovery of 50% of debt obligations assumed at
default. The B3 ratings for the first lien credit facilities and
senior secured notes are at the same level as the company's CFR,
reflecting their position in the capital structure ahead of the
unsecured debt but junior to the unrated $1.5 billion ABL. The ABL
has a first lien on the US working capital assets of Allied
Universal, while the bank credit facilities and senior secured
notes have a first lien on all other assets.
The stable outlook incorporates Moody's expectations for low
single-digit revenue increases and EBITDA margins will be between
8.5% to 9%. Free cash flow to debt will likely be negative for 2023
– working capital will be a usage of cash and high interest costs
also put pressure on cash flow. The stable outlook also
incorporates the expectation for periodic debt-funded acquisitions
that could result in debt to EBITDA to rise.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's expects (1) revenue to
continue to grow on an organic and inorganic basis; (2)
debt-to-EBITDA leverage to remain below 7.0x; (3) profitability to
improve and to remain stable; and (4) free cash flow to debt to
remain above 3.0%.
The ratings could be downgraded if Moody's expects: 1) revenue
growth rates to decline toward break-even due to loss in customers
or market share; 2) debt-to-EBITDA leverage to increase from
current levels and to be sustained above 9x; 3) margins to decline;
or 4) liquidity to deteriorate.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Allied Universal, headquartered in Conshohocken, Pennsylvania and
Santa Ana, California and controlled by affiliates of private
equity sponsors Warburg Pincus and CDPQ, is one of the world's
largest security and related services company. Revenue for FY 2022
was around $19.4 billion.
AULT ALLIANCE: Signs $10M Stock Purchase Agreement With Ascendiant
------------------------------------------------------------------
Ault Alliance, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commisison it entered into an At-the-Market
Issuance Sales Agreement with Ascendiant Capital Markets, LLC, as
sales agent, to sell shares of its common stock, par value $0.001,
having an aggregate offering price of up to $10,000,000 from time
to time, through an "at the market offering" as defined in Rule 415
under the Securities Act of 1933, as amended. On June 9, 2023, the
Company filed a prospectus supplement with the Securities and
Exchange Commission relating to the offer and sale of up to
$10,000,000 of common stock in the ATM Offering.
The offer and sale of the Shares will be made pursuant to the
Company's effective "shelf" registration statement on Form S-3 and
an accompanying base prospectus contained therein (Registration
Statement No. 333-260618) filed with the SEC on Oct. 29, 2021 and
declared effective by the SEC on Nov. 12, 2021.
Subject to the terms and conditions of the Sales Agreement, the
Agent will use its commercially reasonable efforts to sell the
Shares, based upon the Company's instructions, consistent with its
normal trading and sales practices and applicable state and federal
laws, rules and regulations and rules of the NYSE American. The
Company will set the parameters for sales of the Shares, including
the number of Shares to be sold, the time period during which sales
are requested to be made, any limitation on the number of Shares
that may be sold in one trading day, and any minimum price below
which sales may not be made. Under the Sales Agreement, the Agent
may sell the Shares by any method permitted by law deemed to be an
"at the market offering," as defined in Rule 415 of the Securities
Act. The Company or the Agent may, upon written notice to the
other party in accordance with the terms of the Sales Agreement,
suspend offers and sales of the Shares. The Company and the Agent
each has the right, in its sole discretion, to terminate the Sales
Agreement at any time upon prior written notice pursuant to the
terms and subject to the conditions set forth in the Sales
Agreement.
About Ault Alliance Inc.
Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a
diversified holding company pursuing growth by acquiring
undervalued businesses and disruptive technologies with a global
impact. Through its wholly and majority-owned subsidiaries and
strategic investments, Ault Alliance owns and operates a data
center at which it mines Bitcoin and provides mission-critical
products that support a diverse range of industries, including oil
exploration, crane services, defense/aerospace, industrial,
automotive, medical/biopharma, consumer electronics, hotel
operations and textiles. In addition, Ault Alliance extends credit
to select entrepreneurial businesses through a licensed lending
subsidiary. Ault Alliance's headquarters are located at 11411
Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.Ault.com.
Ault Alliance reported a net loss of $189.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $23.04 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company
had $526.91 million in total assets, $336.56 million in total
liabilities, and $190.34 million in total stockholders' equity.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has a working capital
deficiency, has incurred net losses and needs to raise additional
funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
BANYAN CAY: Unsecureds Will Get .6%-24% in Liquidating Plan
-----------------------------------------------------------
Banyan Cay Resort & Golf, LLC, et al., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Disclosure
Statement for Joint Plan of Liquidation dated June 11, 2023.
The Debtors constitute a business enterprise that invests in, owns,
and operates an approximately 200-acre resort and golf complex in
West Palm Beach, Florida called Banyan Cay Resort & Golf Club,
along with the ownership of certain real property incidental
thereto and the provision of services related thereto (the
"Development").
The Debtors are comprised of six entities that collectively own and
operate the Banyan Cay Resort & Golf Club in West Palm Beach,
Florida. The Debtors first acquired the property upon which the
Development sits in August 2015 from Palm Tree Golf Management,
LLC.
On April 2, 2023, the Debtors filed that certain motion (the "Bid
Procedures and Sale Motion") seeking, inter alia, approval of
certain bid procedures, setting the date for an auction of the
majority of the property of the Debtors' estates, setting the date
for a hearing to approve of such sale, and approving Westside
Property Investment Company, Inc. as stalking horse bidder (the
"Stalking Horse Bidder") with a Bid of $102,100,000.00.
Additionally, on June 16, 2021, Debtor Banyan Cay Dev. LLC ("BC
Dev.") and an entity called Banyan Cay Estates, LLC ("BC Estates")
entered into that certain Agreement to Purchase and Sale of Real
Property (the "Original Agreement"), pursuant to which BC Dev.
agreed to sell and BC Estates agreed to purchase 49 single-family
estate lots (collectively, the "Estate Lots") owned by BC Dev.
Pursuant to the Original Agreement, on August 31, 2021, BC Dev. and
BC Estates closed on the sale and purchase of 21 of the Estate Lots
(the "L1 Lots"), as set forth in that certain Memorandum of Right
to Purchase, recorded at Page 26 of Book 32852 of the Official
Records of Palm Beach County, Florida, which further described BC
Estates' right to purchase the remaining 28 Estate Lots (the
"Contract L2 Lots") under the Original Agreement.
The Debtors and BC Estates entered into various amendments to the
Original Agreement, including a postpetition amendment, pursuant to
which, inter alia, BC Estates agreed to purchase certain remaining
L2 Estate Lots in exchange for an increase in the overall purchase
price under the Original Agreement. The Debtors filed a motion
seeking to assume the Original Agreement and the amendments
thereto, and the Court entered an order granting the same on April
28, 2023. The closing of the L2 Estate.
As of the date hereof, the Debtors estimate a General Unsecured
Claims pool of approximately $18,223,186.77, notwithstanding any
issues as to allocation of the Sale Proceeds.
Class 4 consists of any General Unsecured Claims against the
Debtors. Each Holder of an Allowed General Unsecured Claim shall
receive Cash in an amount equal to its Pro Rata share of the Cash
held in the GUC Reserve. Class 4 is Impaired under the Plan. This
Class will receive a distribution of .6% to 24% of their allowed
claims.
Class 5 consists of any EB-5 Claims. Each Holder of an Allowed
Class 5 Claim shall receive available Cash from the General Account
in an amount equal to its Allowed EB-5 Claim after the payment of
all Administrative Expense Claims, Priority Tax Claims, Other
Secured Claims, Priority Non-Tax Claims, Prepetition Secured Loan
Claims, and General Unsecured Claims in full.
Class 8 consists of all Intercompany Interests. Class 8 Interests
will be canceled, released, and extinguished as of the Effective
Date, and will be of no further force or effect, and each Holder of
a Class 8 Interest will not receive any distribution on account of
such Class 8 Interest.
The Debtors shall take all necessary steps, and perform all
necessary acts, to consummate the terms and conditions of this
Plan. The Confirmation Order shall contain appropriate provisions,
consistent with Section 1142 of the Bankruptcy Code, directing
Debtors and any other necessary party to perform any act, including
the satisfaction of any lien, or the avoidance, subordination, or
recharacterization of any Claim or Lien, that is necessary for the
consummation of this Plan.
Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule
9019, and in consideration for the classification, distributions,
releases, and other benefits provided under the Plan, upon the
Effective Date, the provisions of the Plan shall constitute a
good-faith compromise and settlement of all Claims, Interests,
Causes of Action, and controversies released, settled, compromised,
discharged, or otherwise resolved pursuant to the Plan. The entry
of the Confirmation Order shall constitute the Bankruptcy Court's
approval of such compromise and settlement under section 1123 of
the Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding
by the Bankruptcy Court that such settlement and compromise is
fair, equitable, reasonable, and in the best interests of the
Debtors and their Estates. Distributions made to Holders of Allowed
Claims in any Class are intended to be and shall be final.
The Debtors estimate that Holders of Allowed General Unsecured
Claims, shall receive distributions in the amount of approximately
.6% to 24% of such Allowed Claims or Interests, depending on a
variety of factors including, but not limited to, (i) the
resolution of any allocation disputes as to the Sale Proceeds and
(ii) the Debtors' or Wind-Down Debtor’s successful objection to
any Claims such that such Claim is deemed Disallowed under the
Plan.
A full-text copy of the Disclosure Statement dated June 11, 2023 is
available at https://urlcurt.com/u?l=6oIgML from PacerMonitor.com
at no charge.
Counsel to the Debtors:
PACK LAW
51 NE 24th Street, Suite 108
Miami, Florida 33137
Telephone: (305) 916-4500
Joseph A. Pack
Email: joe@packlaw.com
Jessey J. Krehl
Email: 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 Debtor disclosed up
to $500 million in both assets and liabilities.
Judge Mindy A. Mora oversees the case.
Gerard McHale of McHale, PA serves as CRO and CEO of the Debtors.
Joseph A. Pack, Esq., at Pack Law, represents the Debtor as legal
counsel. Keen-Summit Capital Partners LLC serves as marketing
agent and broker for the Debtors
BDC GROUP: Seeks $700,000 DIP Loan from Keystone
------------------------------------------------
BDC Group, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Iowa for authority to use cash collateral and obtain
postpetition financing in the amount of $700,000 from Keystone
Savings Bank.
The DIP Loan matures on October 12, 2023.
The Debtor has an immediate need for the Interim DIP Financing to,
among other things, (i) fund payroll for the Debtor's employees,
(ii) pay rent and utilities, (iii) pay vendors who are critical to
the Debtor's ordinary course operations, and (iv) pay
administrative expenses, including professionals' fees and United
States Trustee fees in accordance with the budget.
The Debtor is required to comply with these milestones:
(i) Not later than 75 days after the Petition Date, the Debtor
file with the Court a plan and disclosure statement, which will be
in form and substance reasonably acceptable to the DIP Lender; and
(ii) The repayment in full of the DIP obligations will occur on
the Maturity Date.
The Debtor has scaled back its operations significantly but needs
bankruptcy relief to complete this restructuring, finish
rightsizing its operations, and effectuate a reorganization plan.
The Debtor and Keystone Savings Bank are parties to the loan
agreements dated May 5, 2020 (through assignment), June 12, 2020
(through assignment), and April 25, 2022 and certain associated
promissory notes, security agreements, SBA guarantees, and other
related documents. KSB has a first priority lien on substantially
all of the Debtor's assets except for certain purchase money
security interests that attached to specific equipment and vehicle
collateral. The Debtor owes KSB in the approximate aggregate
amount of $2.9 million.
The Debtor is also party to loan agreements with various
payday-style lenders and factoring companies, including Marlin
Capital Solutions (nka PEAC Solutions), Breakout Capital, KYF
Global Partners, and Green Note Capital Partners SPV, LLC. The
Debtor incurred these debts while it was trying to operate its way
out of a hole.
KSB is a local, Cedar Rapids, Iowa-based lender that holds the
largest claim against the Debtor and the vast majority of the
Debtor's secured debt. KSB provided the Debtor prepetition with
access to secured lines of credit to fund its operations.
Accordingly, KSB is a natural party to fund postpetition operations
while the Debtor pursues confirmation of a plan.
As adequate protection, the DIP Lender will receive (i)
superpriority claim under 11 U.S.C. section 364(c)(1) subject to
the Carve-Out; (ii) priming liens under 11 U.S.C. section 364(d) on
the DIP Collateral, except for liens securing any Purchase Money
Security Interest Claims.
The DIP Loan will be subject to the Carve-Out for payments of Court
fees and U.S. Trustee fees.
A copy of the motion is available at https://urlcurt.com/u?l=yfvLWX
from PacerMonitor.com.
About BDC Group, Inc.
BDC Group, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Iowa Case No. 23-00484) on June 13,
2023. In the petition signed by Dennis Bruce, president, the Debtor
disclosed up to $50 million in both assets and liabilities.
Austin J. Peiffer, Esq., at AG & Business Legal Strategies,
represents the Debtor as legal counsel.
BELK INC: $300M Bank Debt Trades at 19% Discount
------------------------------------------------
Participations in a syndicated loan under which Belk Inc is a
borrower were trading in the secondary market around 81.2
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $300 million facility is a Term loan that is scheduled to
mature on July 31, 2025. The amount is fully drawn and
outstanding.
Belk, Inc. is an American department store chain founded in 1888 by
William Henry Belk in Monroe, North Carolina, with nearly 300
locations in 16 states. Belk stores and Belk.com offer apparel,
shoes, accessories, cosmetics, home furnishings, and wedding
registry.
BINACE HOLDINGS: Deal with SEC Avoids U.S. Asset Freeze
-------------------------------------------------------
The Securities and Exchange Commission on Saturday secured
emergency relief in which the all the defendants in its litigation
against Binance Holdings Limited, BAM Management US Holdings Inc.,
BAM Trading Services Inc., and Changpeng Zhao agreed to repatriate
to the United States assets held for the benefit of customers of
the Binance.US crypto trading platform. The order from the United
States District Court for the District of Columbia also prohibits
defendants BAM Trading Services Inc. and BAM Management US
Holdings, Inc. from spending corporate assets other than in the
ordinary course of business. The order helps ensure that Binance.US
customers are permitted to withdraw their assets from the platform
and that those assets that remain on the platform are protected and
remain in the United States through the resolution of the SEC's
pending litigation against Binance Holdings Ltd., BAM, and their
founder, Zhao.
"Given that Changpeng Zhao and Binance have control of the
platforms' customers' assets and have been able to commingle
customer assets or divert customer assets as they please, as we
have alleged, these prohibitions are essential to protecting
investor assets," said Gurbir S. Grewal, Director of the SEC's
Division of Enforcement. "Further, we ensured that U.S. customers
will be able to withdraw their assets from the platform while we
work to resolve the alleged underlying misconduct and hold Zhao and
the Binance entities accountable for their alleged securities law
violations."
Specifically, the order:
(1) requires all of the defendants to repatriate to the United
States assets held for the benefit of BAM's U.S. customers;
(2) requires BAM to maintain U.S. customer assets in the
United States for the duration of the litigation and to facilitate
customer withdrawals;
(3) expressly prohibits BAM from transferring any assets or
funds, or from providing control over such assets or funds, to
co-defendants Binance Holdings Limited, Changpeng Zhao, or their
affiliates;
(4) restricts BAM from spending assets or funds except for
ordinary course business expenses and requires BAM to provide the
SEC with oversight over such expenses;
(5) prohibits all of the defendants from destroying records;
(6) requires all of the defendants to submit expedited sworn
accountings of certain assets to the SEC; and
(7) requires all of the defendants to submit to expedited
discovery by the SEC on the custody and security of customer
assets.
The SEC on June 5 charged Binance; U.S.-based affiliate, BAM
Trading, which, together with Binance, operates the crypto asset
trading platform, Binance.US; and their founder, Zhao, with a
variety of securities law violations.
Among other things, the SEC alleges that, while Zhao and Binance
publicly claimed that U.S. customers were restricted from
transacting on Binance.com, Zhao and Binance in reality subverted
their own controls to secretly allow high-value U.S. customers to
continue trading on the Binance.com platform. Further, the SEC
alleges that, while Zhao and Binance publicly claimed that
Binance.US was created as a separate, independent trading platform
for U.S. investors, Zhao and Binance secretly controlled the
Binance.US platform's operations behind the scenes.
The SEC also alleges Zhao and Binance exercise control of the
platforms' customers' assets, permitting them to commingle customer
assets or divert customer assets as they please, including to an
entity Zhao owned and controlled called Sigma Chain. The SEC's
complaint further alleges BAM Trading and BAM Management US
Holdings, Inc. misled investors about non-existent trading controls
over the Binance.US platform, while Sigma Chain engaged in
manipulative trading that artificially inflated the platform's
trading volume. Further, the Complaint alleges that the defendants
concealed the fact it was commingling billions of dollars of
investor assets and sending them to a third party, Merit Peak
Limited, that is also owned by Zhao.
The Complaint also charges violations of critical
registration-related provisions of the federal securities laws:
Binance and BAM Trading with operating unregistered national
securities exchanges, broker-dealers, and clearing agencies;
Binance and BAM Trading with the unregistered offer and sale of
Binance's own crypto assets, including a so-called exchange token,
BNB, a so-called stablecoin, Binance USD (BUSD), certain
crypto-lending products, and a staking-as-a-service program; and
Zhao as a control person for Binance's and BAM Trading's operation
of unregistered national securities exchanges, broker-dealers, and
clearing agencies.
"Through thirteen charges, we allege that Zhao and Binance entities
engaged in an extensive web of deception, conflicts of interest,
lack of disclosure, and calculated evasion of the law," said SEC
Chair Gary Gensler. "As alleged, Zhao and Binance misled investors
about their risk controls and corrupted trading volumes while
actively concealing who was operating the platform, the
manipulative trading of its affiliated market maker, and even where
and with whom investor funds and crypto assets were custodied. They
attempted to evade U.S. securities laws by announcing sham controls
that they disregarded behind the scenes so that they could keep
high-value U.S. customers on their platforms. The public should
beware of investing any of their hard-earned assets with or on
these unlawful platforms."
"We allege that Zhao and the Binance entities not only knew the
rules of the road, but they also consciously chose to evade them
and put their customers and investors at risk -- all in an effort
to maximize their own profits," said Director Grewal. "By engaging
in multiple unregistered offerings and also failing to register
while at the same time combining the functions of exchanges,
brokers, dealers, and clearing agencies, the Binance platforms
under Zhao's control imposed outsized risks and conflicts of
interest on investors. Those risks and conflicts are only
heightened by the Binance platforms' lack of transparency, reliance
on related-party transactions, and lies about controls to prevent
manipulative trading. Despite their years-long efforts to not 'be
held accountable,' today's complaint begins the process of doing
so."
UNREGISTERED EXCHANGE, BROKER, AND CLEARING AGENCY
The SEC's complaint, filed in the U.S. District Court for the
District of Columbia, alleges that, since at least July 2017,
Binance.com and Binance.US, while controlled by Zhao, operated as
exchanges, brokers, dealers, and clearing agencies and earned at
least $11.6 billion in revenue from, among other things,
transaction fees from U.S. customers. The SEC's complaint alleges
that (1) with respect to Binance.com, Binance should have
registered as an exchange, broker-dealer, and clearing agency; (2)
with respect to Binance.US, Binance and BAM Trading should have
registered as an exchange and as clearing agencies; and (3) BAM
Trading should have registered as a broker-dealer. The SEC also
alleges that Zhao is liable as a control person for Binance's and
BAM Trading's respective registration violations.
UNREGISTERED OFFER AND SALE OF CRYPTO ASSETS
The SEC charged Binance for the unregistered offers and sales of
BNB, BUSD, and crypto-lending products known as "Simple Earn" and
"BNB Vault." Further, the SEC charged BAM Trading with the
unregistered offer and sale of Binance.US' staking-as-a-service
program. The complaint also notes that Binance secretly has control
over assets staked by U.S. customers in BAM's staking program.
FAILURE TO RESTRICT U.S. INVESTORS FROM ACCESSING BINANCE.COM
The SEC's complaint alleges that Zhao and Binance created BAM
Management and BAM Trading in September 2019 as part of an
elaborate scheme to evade U.S. federal securities laws by claiming
that BAM Trading operated the Binance.US platform independently and
that U.S. customers were not able to use the Binance.com platform.
The complaint alleges that, in reality, Zhao and Binance maintained
substantial involvement and control of the U.S. entity and that,
behind the scenes, Zhao directed Binance to allow and conceal many
high-value U.S. customers' continued access to Binance.com. In one
instance, the Binance chief compliance officer messaged a colleague
that, "[w]e are operating as a fking unlicensed securities exchange
in the USA bro."
MISLEADING INVESTORS
According to the SEC's complaint, BAM Trading and BAM Management
misled Binance.US customers and equity investors concerning the
existence and adequacy of market surveillance and controls to
detect and prevent manipulative trading on the Binance.US
platform's crypto asset trading volumes. The complaint further
alleges that the strategic and targeted wash trading largely
perpetrated by the Binance.US platform's primary undisclosed
"market making" trading firm Sigma Chain, also owned by Zhao,
demonstrates the falsity of statements BAM Trading made about its
market surveillance and controls.
The SEC's investigation into the violations with respect to the
Binance.US platform was conducted by Kathleen Hitchins, Ann
Rosenfield, and Colby Steele, with the assistance of Ainsley Kerr,
John Marino, and Donald Battle and the supervision of Paul Kim. The
investigation into the violations with respect to the Binance.com
platform was conducted by Michael Baker, Donna K. Norman, and
Martin Zerwitz, with the assistance of Sachin Verma and Alexander
Lefferts and the supervision of Deborah A. Tarasevich. Both matters
were overseen by Jorge G. Tenreiro and David Hirsch of the SEC's
Crypto Assets and Cyber Unit. The litigation is being led by
Matthew Scarlato, Jennifer Farer, and J. Emmett Murphy, with the
assistance of Hope Hall Augustini, and under the supervision of
David Nasse, Olivia Choe, and Mr. Tenreiro.
About Binance
Binance Holdings Ltd. operates the largest crypto asset trading
platform in the world, Binance.com.
BITNILE METAVERSE: Settles Lawsuit With Deloitte Consulting
-----------------------------------------------------------
Plaintiffs BitNile Metaverse Inc., formerly known as Ecoark
Holdings, Inc., and Zest Labs, Inc. and Defendant, Deloitte
Consulting, LLP filed a stipulation and order to dismiss Case No.
A-21-841379-B in the District Court of Clark County, Nevada with
prejudice.
As disclosed in a Form 8-K filed by the Company with the Securities
and Exchange Commission, the parties agreed to resolve their
differences amicably and the case has been dismissed.
About BitNile Metaverse
Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.)
owns 100% of BitNile.com, Inc., including the BITNILE.COM metaverse
platform. The Platform, which went live to the public on March 1,
2023, allows users to engage with a new social networking community
and purchase both digital and physical products while playing 3D
immersive games. In addition to BitNile.com, Inc., BitNile
Metaverse also owns three non-core subsidiaries either directly or
indirectly: approximately 66% of Wolf Energy Services Inc. (OTCQB:
WOEN) indirectly; 100% of Zest Labs, Inc. directly; and
approximately 89% of Agora Digital Holdings Inc. directly. BitNile
Metaverse also owns approximately 70% of White River Energy Corp
(OTCQB: WTRV).
The Company reported a net loss of $10.55 million for the year
ended March 31, 2022, a net loss of $20.89 million for the year
ended March 31, 2021, a net loss of $12.14 million for the year
ended March 31, 2020, and a net loss of $13.65 million for the year
ended March 31, 2019. As of Dec. 31, 2022, the Company had $50.07
million in total assets, $13.18 million in total liabilities, and
$36.88 million in total stockholders' equity.
BITNILE METAVERSE: Signs $100M Stock Purchase Agreement With Arena
------------------------------------------------------------------
BitNile Metaverse, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it entered into a purchase
agreement with Arena Business Results, LLC, which provides that,
upon the terms and subject to the conditions and limitations set
forth therein, the Company has the right to direct Arena to
purchase up to an aggregate of $100,000,000 of shares of its common
stock over the 36-month term of the ELOC Purchase Agreement. Under
the ELOC Purchase Agreement, after the satisfaction of certain
commencement conditions, including, without limitation, the
effectiveness of the Registration Statement, the Company has the
right to present Arena with an advance notice directing Arena to
purchase any amount up to the Maximum Advance Amount.
The Maximum Advance Amount shall be calculated as follows: (a) if
the Advance Notice is received by 8:30 a.m. Eastern Time, the lower
of: (i) an amount equal to forty percent of the average of the
Daily Value Traded (as defined in the ELOC Purchase Agreement) of
the Company's common stock on the ten Trading Days (as defined in
the ELOC Purchase Agreement) immediately preceding an Advance
Notice, or (ii) $20,000,000, and (b) if the Advance Notice is
received after 8:30 a.m. Eastern Time but prior to 10:30 a.m.
Eastern Time, the lower of (i) an amount equal to thirty percent of
the average of the Daily Value Traded of Common Shares on the 10
Trading Days immediately preceding an Advance Notice, or (ii)
$15,000,000.
The number of shares that the Company can issue to Arena from time
to time under the ELOC Purchase Agreement shall be subject to the
Ownership Limitation (as defined in the ELOC Purchase Agreement).
In addition, Arena will not be required to buy any shares of the
Company's common stock pursuant to an Advance Notice on any trading
day on which the closing trade price of the Company's common stock
is below $0.952. The Company will control the timing and amount of
sales of its common stock to Arena. Arena has no right to require
any sales by the Company, and is obligated to make purchases from
the Company as directed solely by the Company in accordance with
the ELOC Purchase Agreement. The ELOC Purchase Agreement provides
that the Company will not be required or permitted to issue, and
Arena will not be required to purchase, any shares under the ELOC
Purchase Agreement if such issuance would violate Nasdaq rules, and
the Company may, in its sole discretion, determine whether to
obtain stockholder approval to issue shares in excess of 19.99% of
the Company's outstanding shares of common stock if such issuance
would require stockholder approval under Nasdaq rules. Arena has
agreed that neither it nor any of its agents, representatives and
affiliates will engage in any direct or indirect short-selling or
hedging its common stock during any time prior to the termination
of the ELOC Purchase Agreement.
Pursuant to the ELOC Purchase Agreement, the Company agreed to
prepare and file with the Securities and Exchange Commission a
Registration Statement for the resale by Arena of Registrable
Securities (as defined in the ELOC Purchase Agreement) upon the
later of (i) within fifteen calendar days after the Company files
its Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2023 (or as such other date as provided in the Agreement),
(ii) such time as the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the Company
exceeds $5,000,000 or (iii) such later date determined by the
parties in writing, but in the case of clauses (i) and (ii) not
later than Sept. 30, 2023.
In consideration for Arena's execution the ELOC Purchase Agreement,
the Company is required to issue to Arena, as a commitment fee, a
number of common stock having an aggregate dollar value equal to
$4,000,000. Within one business day of the effectiveness of the
Registration Statement, the Company shall deliver irrevocable
instructions to its transfer agent to electronically transfer to
Arena that number of common stock having an aggregate dollar value
equal to $1,000,000 based on the per common stock price, which
price shall be equal to the simple average of the daily VWAP (as
defined in the ELOC Purchase Agreement) of the common stock during
the ten Trading Days immediately preceding the effectiveness of the
Registration Statement. The Company shall deliver irrevocable
instructions to its transfer agent to electronically transfer Arena
that number of common stock having an aggregate dollar value equal
$3,000,000 based on the per common stock price as follows: (i)
$1,000,000 worth of the Commitment Fee Shares on the three month
anniversary of the Initial Issuance based on the per common stock
price which price shall be equal to the simple average of the daily
VWAP of the common stock during the ten Trading Days immediately
preceding the three month anniversary, (ii) $1,000,000 worth of the
Commitment Fee Shares on the six month anniversary of the Initial
Issuance based on the per common stock price which price shall be
equal to the simple average of the daily VWAP of the common stock
during the ten Trading Days immediately preceding the six month
anniversary and (iii) $1,000,000 worth of the Commitment Fee Shares
on the nine month anniversary of the Initial Issuance based on the
per common stock price which price shall be equal to the simple
average of the daily VWAP of the common stock during the ten
Trading Days immediately preceding the nine month anniversary.
The ELOC Purchase Agreement may also be terminated by the Company
at any time after commencement, at its discretion; provided,
however, upon early termination the Company is required to issue
the outstanding Commitment Fee Shares to Arena. Further, the ELOC
Purchase Agreement will automatically terminate on the date that
the Company sells, and Arena purchases, the full $100,000,000
amount under the agreement or, if the full amount has not been
purchased, on the expiration of the 36-month term of the ELOC
Purchase Agreement.
About BitNile Metaverse
Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.)
owns 100% of BitNile.com, Inc., including the BITNILE.COM metaverse
platform. The Platform, which went live to the public on March 1,
2023, allows users to engage with a new social networking community
and purchase both digital and physical products while playing 3D
immersive games. In addition to BitNile.com, Inc., BitNile
Metaverse also owns three non-core subsidiaries either directly or
indirectly: approximately 66% of Wolf Energy Services Inc. (OTCQB:
WOEN) indirectly; 100% of Zest Labs, Inc. directly; and
approximately 89% of Agora Digital Holdings Inc. directly. BitNile
Metaverse also owns approximately 70% of White River Energy Corp
(OTCQB: WTRV).
The Company reported a net loss of $10.55 million for the year
ended March 31, 2022, a net loss of $20.89 million for the year
ended March 31, 2021, a net loss of $12.14 million for the year
ended March 31, 2020, and a net loss of $13.65 million for the year
ended March 31, 2019. As of Dec. 31, 2022, the Company had $50.07
million in total assets, $13.18 million in total liabilities, and
$36.88 million in total stockholders' equity.
BRIAN DEVRIES: Robert Goe Named Subchapter V Trustee
----------------------------------------------------
The U.S. Trustee for Region 16 appointed Robert Goe as Subchapter V
trustee for Brian DeVries Construction, Inc.
Mr. Goe will be paid an hourly fee of $545 for his services as
Subchapter V trustee while his case administrator, Arthur Johnston,
will be paid an hourly fee of $195. In addition, the Subchapter V
trustee will receive reimbursement for work-related expenses
incurred.
Mr. Goe declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert P. Goe
17701 Cowan
Building D, Suite 210
Irvine, California 92614
Email: bktrustee@goeforlaw.com
Telephone: (949) 798-2460
Facsimile: (949) 955-9437
About Brian DeVries
Brian DeVries Construction, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-11142) on June 2, 2023, with $500,001 to $1 million in both
assets and liabilities. Judge Scott C. Clarkson oversees the case.
The Debtor is represented by Jeffrey S. Shinbrot, Esq., at Jeffrey
S. Shinbrot, APLC.
BUCKHEAD PROPERTY: Robert Matson Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Robert Matson, Esq., at
Akin, Webster & Matson, PC, as Subchapter V trustee for Buckhead
Property Development, LLC.
Mr. Matson 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. Matson declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert M. Matson
P.O. Box 309
Macon, GA 31202
Phone: (478) 742-1889
Email: rmatson@akin-webster.com
About Buckhead Property
Buckhead Property Development, LLC filed a Chapter 11 petition
(Bankr. M.D. Ga. Case No. 23-50755) on June 5, 2023, with $1
million to $10 million in both assets and liabilities. Lloyd
Dominick, sole member, signed the petition.
Judge Austin E. Carter oversees the case.
William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC is
the Debtor's legal counsel.
CARTER & CO: Leon Jones Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 21 appointed Leon Jones, Esq., at Jones
& Walden, LLC, as Subchapter V Trustee for Carter & Co Holdings,
LLC.
Mr. Jones will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Jones declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Leon S. Jones, Esq.
Jones & Walden, LLC
699 Piedmont Ave. NE
Atlanta, Georgia 30308
Phone: (404) 564-9300
Email: ljones@joneswalden.com
About Carter & Co Holdings
Carter & Co Holdings, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-55229) on June 5, 2023, with $1 million to $10 million in both
assets and liabilities. The case was filed pro se.
Judge Paul W. Bonapfel oversees the case.
CARVANA CO: Releases Improved Q2 2023 Financial Outlook
-------------------------------------------------------
Carvana Co. announced an improved Q2 2023 outlook based on even
stronger anticipated results from its continued plan to drive
profitability:
* Company expects to achieve Adjusted EBITDA above $50 million
in second quarter 20231
* Non-GAAP total gross profit per unit ("GPU") expected to be
above $6,000, representing a new company record and an over 63%
improvement compared to second quarter 2022
* Loans sold or securitized quarter-to-date total approximately
$2 billion, compared to $1.3 billion sold or securitized
quarter-to-date as of May 4th, 2023
"Our record-breaking 2023 first quarter is evidence that our
strategy is working and our updated Q2 2023 outlook demonstrates
that our progress continues to positively impact the business even
faster than expected," says Ernie Garcia, Carvana founder and CEO.
"The team's persistent focus on driving profitability has resulted
in significant savings and efficiencies, and this work will persist
as we continue to execute our plan."
Carvana's continued focus on operational efficiencies drove
improvements in Q1 2023 financial results, one of the best
performing quarters in company history. Meaningful efforts
continue as Carvana's team drives its business to improve unit
economics in the form of a more robust GPU in Q2 2023 and to
positive free cash flow in the future.
About Carvana
Founded in 2012 and based in Tempe, Arizona, Carvana Co. --
http://www.carvana.com-- is an e-commerce platform for buying and
selling used cars.
Carvana Co. reported a net loss of $2.89 billion for the year ended
Dec. 31, 2022, compared to a net loss of $287 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.70
billion in total assets, $9.75 billion in total liabilities, and a
total stockholders' deficit of $1.05 billion.
* * *
As reported by TCR on June 8, 2023, S&P Global Ratings raised its
issuer credit rating on Carvana Co. to 'CCC' from 'CC'. S&P said,
"The rating action and 'CCC' rating reflects the expiration and
termination of the exchange offers as well as our view that
liquidity will continue to erode, creating the potential for
another distressed exchange over the next 12 months."
CASINO REINVESTMENT: Moody's Affirms Ba2 Rating on Hotel Fee Bonds
------------------------------------------------------------------
Moody's Investors Service has upgraded the Casino Reinvestment
Development Authority, NJ's (CRDA) Luxury Tax Revenue Bonds to Baa1
from Baa2; the outlook has been revised to stable from positive.
Moody's have also affirmed CRDA's Hotel Room Fee Revenue Bonds at
Ba2 with a stable outlook. Finally, Moody's have affirmed CRDA's
Parking Fee Revenue Bonds at Ba3 and revised the outlook to stable
from negative.
RATINGS RATIONALE
The upgrade of the luxury bond rating to Baa1 reflects the
security's materially strengthened tax revenues which have
rebounded since a pandemic-induced dip. The rating also takes into
account a cash funded debt service reserve fund and satisfactory
debt service coverage. The luxury tax levied on all city-wide hotel
rooms, alcohol by the drink, and entertainment provides the
broadest degree of coverage of the three bonds and produced the
largest coverage rebound post pandemic.
The affirmation of the Ba2 hotel bond rating reflects a narrow
security pledge with weak, albeit improved, trends and a more
limited security provided by a surety from Ambac Assurance
Corporation for the debt service reserve fund, which would be
needed under stressed projections. The tax levied on hotel rooms at
casinos is narrower than that of the luxury tax and, though it also
rebounded, coverage remains narrow.
The affirmation of the Ba3 parking bond rating also reflects a
narrow security pledge with a very weak revenue trend. Coverage was
below sum-sufficient in 2020, and continues to hover at just above
sum sufficient. The rating takes into account a cash-funded debt
service reserve fund, which could help to mitigate modest revenue
shortfalls through debt maturity in 2025. The tax levied on parking
at casinos was already pressured before the pandemic and remains so
even as the pandemic recovery continues.
RATING OUTLOOK
The stable outlook on the luxury tax bonds reflects their
demonstrated resilience and the expectation that coverage will
remain healthy.
The stable outlook on the hotel bonds reflects Moody's expectation
that the rebound in revenues will be sustained, leading to adequate
coverage.
The stable outlook on the parking bonds reflects Moody's
expectations that coverage will remain trim even under a positive
economic scenario.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Improved debt service coverage (all)
-- Increase in luxury tax revenues (Luxury)
-- Increase in hotel fee revenues (Hotel)
-- Increase in parking fee revenues (Parking)
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Deterioration in Atlantic City's tourism and casino economy
(all)
-- Further permanent casino or hotel closures (all)
-- Reduced debt service coverage (all)
-- Reduction in luxury tax revenues (Luxury)
-- Decrease in hotel fee revenues (Hotel)
-- Decrease in parking fee revenues (Parking)
-- Reliance on debt service reserve funds to pay debt service
(all)
LEGAL SECURITY
The luxury bonds are secured by a senior lien on gross revenues
from a luxury tax levied on three activities within Atlantic City:
hotel rooms, alcohol by the drink, and entertainment. There is a
debt service reserve fund, cash-funded, at the lesser of 10% of
principal, maximum annual debt service, or 125% of debt service.
The hotel bonds are secured by a senior lien on a $3 per diem fee
imposed on each occupied hotel room in Atlantic City casinos,
whether paid or complimentary. There is a debt service reserve
fund, surety-funded, at the lesser of 10% of principal, maximum
annual debt service, or 125% of debt service.
The parking bonds were secured by three streams of economically
related revenues, one of which has now expired: two separate
pledges of parking fees levied on vehicles at Atlantic City
casinos, and a now expired portion of a gross revenue tax levied on
the casinos (Investment Alternative Tax, or IAT). There is a debt
service reserve fund, cash-funded, at maximum annual debt service.
PROFILE
The Casino Reinvestment Development Authority is a component unit
of the State of New Jersey (A1 stable) established in 1984 to
collect and distribute certain taxes and fees paid by the then 12
Atlantic City Casinos for development projects in Atlantic City,
Southern, and Northern New Jersey. After 2011, all available
revenues and assets were directed by statute to be invested in the
Atlantic City tourism district. Gaming revenues in Atlantic City
declined by 54% between 2006 and 2015 but have been rebounding,
thanks in part to the legalization of sports betting. Four of the
city's 12 casinos closed in 2014 and another closed in 2016.
HardRock (the former Trump Taj Mahal) and Ocean (the former Revel)
opened in June 2018, bringing the number of casinos back up to 9.
METHODOLOGY
The principal methodology used in these ratings was US Public
Finance Special Tax Methodology published in January 2021.
CENTER FOR AUTISM: Unsecureds to Get Nothing in Sale Plan
---------------------------------------------------------
Center for Autism and Related Disorders, LLC and is Debtor
Affiliates (collectively, "CARD") filed with the U.S. Bankruptcy
Court for the Southern District of Texas a Disclosure Statement for
Joint Chapter 11 Plan dated June 12, 2023.
CARD primarily provides treatments through center-based services,
which are one-to-one ABA sessions for children, teens, and adults
that take place at a CARD treatment center rather than at a
patient's home.
On June 9, 2023, the Debtors executed an agreement (the "Stalking
Horse APA") with Pantogran LLC (the "Stalking Horse Bidder"), with
Dr. Doreen Granpeesheh, founder of CARD, and Sangam Pant acting as
guarantors. Execution of the Stalking Horse APA is the result of
arms'-length negotiations between the Debtors, their advisors, and
the Stalking Horse Bidder and its advisors.
As set forth in more detail in the Bidding Procedures Motion, the
Stalking Horse APA provides for a $25 million purchase price for a
going-concern acquisition of substantially all of the Debtors'
assets—setting the floor for bidders in the continued marketing
process postpetition. Notably, the Stalking Horse APA supports a
seamless transition of all patients and each of the approximately
130 treatment centers and preserves the majority, if not all, of
the Debtors' workforce.
With the capital provided by the DIP Facility, the Debtors intend
to utilize the chapter 11 process to bring their robust marketing
process to completion, to consummate one or more asset sales, and
to shed burdensome liabilities, while ensuring their top priority
their patients and workforce—are protected and provided for.
The key terms of the Debtors' restructuring are as follows:
* Marketing Process. The Debtors will continue their
prepetition marketing process after the Petition Date and conduct
an Auction to solicit bids for one or more Asset Sale(s) in
accordance with the terms and conditions of the Bidding Procedures.
The Debtors will seek to elicit one or more Asset Sale offers
pursuant to the process set forth in the Bidding Procedures.
* DIP Facility. The DIP Facility will provide new money in the
form of an $18 million superpriority senior secured term loan,
including $7.5 million to be made available upon entry of the
interim order approving the DIP Motion, as well as certain roll up
DIP loans, as further described in the DIP Motion. The DIP
facility's new money will provide the Debtors with the necessary
liquidity to continue operations and administer these chapter 11
cases while completing the ongoing sale process to maximize value.
Class 4 consists of General Unsecured Claims. On the Effective
Date, each General Unsecured Claim shall be discharged and
released, and each Holder of General Unsecured Claim shall not
receive or retain any distribution, property, or other value on
account of such General Unsecured Claim. The allowed unsecured
claims total $18,433,130. This Class will receive a distribution of
0% of their allowed claims.
Class 6 consists of Intercompany Interests. Subject to the
Restructuring Transactions Memorandum, each Intercompany Interest
shall be Reinstated, distributed, contributed, set off, settled,
cancelled and released, or otherwise addressed at the option of the
Wind-Down Debtors.
Class 7 consists of Existing Parent Interests. On the Effective
Date, and without the need for any further corporate or limited
liability company action or approval of any board of directors,
board of managers, members, shareholders, or officers of any Debtor
or Wind-Down Debtor, as applicable, all Existing Parent Interests
shall be cancelled, released, and extinguished without any
distribution, and will be of no further force or effect, and each
Holder of an Existing Parent Interest shall not receive or retain
any distribution, property, or other value on account of such
Existing Parent Interest.
The Debtors shall fund distributions under the Plan with, as
applicable: (a) Distributable Asset Sale Proceeds; (b) Cash on
hand; (c) Cash or non-Cash consideration received by the Debtors in
any consummated Asset Sale(s); and (d) the Wind-Down Proceeds.
The Debtors will continue their prepetition marketing process after
the Petition Date and conduct an Auction to solicit bids for Asset
Sale(s), in accordance with the terms and conditions of the Bidding
Procedures. The Debtors will seek to elicit Asset Sale offers, if
any, pursuant to the process set forth in the Bidding Procedures.
If the Debtors are able to secure a winning bid in accordance with
the Bidding Procedures, the Holders of certain Claims will receive
the Distributable Asset Sale Proceeds and the Asset Sale(s) will be
consummated in accordance with the terms to be set forth in the
Sale Order, Confirmation Order, and Plan Supplement, as applicable.
At any point, the Debtors may terminate pursuit of the Asset
Sale(s) in accordance with the terms of the Bidding Procedures.
A full-text copy of the Disclosure Statement dated June 12, 2023 is
available at https://urlcurt.com/u?l=aNkQ2l from PacerMonitor.com
at no charge.
Proposed Co-Counsel to the Debtors:
Christopher T. Greco, P.C.
Allyson B. Smith, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email:christopher.greco@kirkland.com
allyson.smith@kirkland.com
Proposed Co-Counsel to the Debtors:
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
J. Machir Stull, Esq.
Victoria N. Argeroplos, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, Texas 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
Email: mcavenaugh@jw.com
jwertz@jw.com
mstull@jw.com
vargeroplos@jw.com
About Center for Autism
Center for Autism and Related Disorders, LLC (together with its
affiliated debtors and debtors in possession) provides treatment
for individuals diagnosed with autism spectrum disorder (ASD). CARD
primarily provides treatments through "center-based services,"
which are one-to-one ABA sessions for children, teens, and adults
that take place at a CARD treatment center rather than at a
patient's home.
The Debtors filed Chapter 11 Petitions (Bankr. S.D. Tex. Lead Case
No. 23-90709) on June 11, 2023. Hon. David R. Jones oversees the
case. In the petitions signed by Jennifer Webster, the Debtors
disclosed $50 million to $100 million in assets and $100 million to
$500 million in liabilitie
CENTERPOINT RADIATION: Mark Sharf Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 16 appointed Mark Sharf, Esq., a
practicing attorney in Los Angeles, as Subchapter V trustee for
CenterPoint Radiation Oncology, LLC.
Mr. Sharf will charge $600 per hour for his services as Subchapter
V trustee and $150 per hour for his administrator's services. He
will also seek reimbursement for work-related expenses incurred.
Mr. Sharf 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. M. Sharf, Esq.
6080 Center Drive, 6th Floor
Los Angeles, CA 90045
Telephone: (323) 612-0202
Email: mark@sharflaw.com
About CenterPoint Radiation
CenterPoint Radiation Oncology, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 23-13448) on June 2, 2023, with $100,000 to $500,000 in assets
and $1 million to $10 million in liabilities. Dr. Rosalyn Morrell,
member, signed the petition.
Judge Sheri Bluebond oversees the case.
Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is
the Debtor's counsel.
CHESAPEAKE ENERGY: Moody's Hikes CFR to Ba1, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Chesapeake Energy Corporation's
Corporate Family Rating to Ba1 from Ba2, Probability of Default
Rating to Ba1-PD from Ba2-PD and senior unsecured notes to Ba2 from
Ba3. The Speculative Grade Liquidity (SGL) rating remains SGL-1.
The rating outlook was changed to stable from positive.
Chesapeake completed the divestiture of a considerable portion of
its Eagle Ford assets in two transactions that closed in March and
April of 2023. After repaying over $1 billion of outstanding
borrowings in the first quarter, the company's credit facility was
undrawn at March 31.
"Chesapeake's upgrade reflects its solid credit metrics and reduced
debt balances," commented Amol Joshi, Moody's Vice President and
Senior Credit Officer. "Over the last two years, Chesapeake has
sharpened its focus on high-return natural gas assets while
expanding its Haynesville and Marcellus Shale assets through
sizeable acquisitions."
Upgrades:
Issuer: Chesapeake Energy Corporation
Corporate Family Rating, Upgraded to Ba1 from Ba2
Probability of Default Rating, Upgraded to Ba1-PD
from Ba2-PD
Senior Unsecured Regular Bond/Debenture, Upgraded to
Ba2 from Ba3
Issuer: Vine Energy Holdings LLC
Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
from Ba3 (Assumed by Chesapeake Energy Corporation)
Outlook Actions:
Issuer: Chesapeake Energy Corporation
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Chesapeake's upgrade reflects the company's meaningful debt
reduction using a portion of asset sale proceeds. Chesapeake's size
and scale remain supportive pro forma for its completed asset sales
in 2023, while sharpening its focus on core natural gas assets in
the Haynesville and Marcellus Shale. These actions further reflect
the execution of Chesapeake's strategy and development of a track
record post emergence from bankruptcy in early 2021. The company's
stable outlook reflects Moody's expectation that Chesapeake's
credit metrics will remain solid into 2024 even as natural gas
prices likely remain weak and volatile.
Chesapeake's Ba1 CFR reflects its large, low-cost natural gas
positions in the Marcellus and Haynesville shale plays, relatively
low financial leverage and the ability to generate free cash flow
even at modest natural gas prices. After divesting most of its
Eagle Ford assets, Chesapeake's emphasis on natural gas marks a
strategic reversal following many years of attempting to transition
to a more oil and liquids-heavy production mix. While Chesapeake
now does not have any meaningful oil optionality in an environment
of supportive oil prices, the company reduced debt by over $1
billion utilizing a portion of its divestiture proceeds. Management
has stated its commitment to balance sheet strength through
targeting leverage of less than 1x net debt to EBITDA, while
pursuing shareholder returns including funding its variable
dividend strategy and opportunistic share repurchases.
This rating action reflects sustained improvement in Chesapeake's
credit profile supported by largely contiguous assets in prolific
basins and the ability to generate consistent free cash flow, which
will enhance its resilience and bolster its capacity to withstand
negative credit impacts from carbon transition risks. While the
financial performance of Chesapeake will continue to be influenced
by industry cycles, compared to historical experience, Moody's
expects future profitability and cash flow in this sector to be
less robust at the cycle peak and worse at the cycle trough because
global initiatives to limit adverse impacts of climate change will
constrain the use of hydrocarbons and accelerate the shift to less
environmentally damaging energy sources.
Chesapeake's senior unsecured notes are rated Ba2, one notch
beneath the company's Ba1 CFR, reflecting the notes' junior
priority claim on assets to borrowings under the secured revolving
credit facility. The Vine Energy Holdings LLC notes are pari passu
with Chesapeake's outstanding notes.
Chesapeake's very good liquidity is reflected by its SGL-1 rating.
At March 31, Chesapeake had $130 million of balance sheet cash,
excluding $67 million of restricted cash. After completing its
second Eagle Ford divestiture transaction in April, the company had
approximately $1.2 billion of cash on hand at April 30.
Chesapeake's revolving credit facility has a borrowing base of $3.5
billion and aggregate commitments of $2 billion. The revolver
matures in December 2027 and was undrawn at March 31. The credit
facility is subject to financial covenants including a maximum net
leverage ratio covenant of 3.5x and minimum current ratio of 1x.
Moody's expects Chesapeake to comfortably comply with these
covenants through mid-2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company generates consistent
free cash flow after sufficiently reinvesting in the business to
deliver modest production and reserves growth, balances shareholder
distributions and debtholders' interests in this more challenging
natural gas price environment, and continues to develop its
operating and financial policy track record. For an upgrade, the
company should sustain retained cash flow (RCF) to debt above 50%
and leveraged full-cycle ratio (LFCR) around 2x at mid-cycle
natural gas prices. Ratings could be downgraded if the company
generates meaningful negative free cash flow, LFCR approaches 1x,
or RCF to debt falls below 30%. Significant debt funded
acquisitions or shareholder payouts could pressure the ratings.
Oklahoma City, OK-based Chesapeake Energy Corporation is a large
independent exploration and production company that is primarily
focused on natural gas production from the Marcellus and
Haynesville shale basins.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
CHIEF CORNERSTONE: Unsecureds to be Paid in Full over 5 Years
-------------------------------------------------------------
Chief Cornerstone Builders, LLC, filed with the U.S. Bankruptcy
Court for the District of Nevada a Disclosure Statement with
accompanying Plan of Reorganization for a Small Business dated June
12, 2023.
The Debtor is a Nevada Limited Liability company. It was organized
on December 28, 2015. It is a company that holds real estate.
This is the second bankruptcy. The case was filed on March 16,
2023. This was to stop a foreclosure on the 1627 Gabriel Drive, Las
Vegas, Nevada 89119. The foreclosure was based upon a balloon
payment and limited ability to get financing due to the increase of
interest rates. This property was not in default under the first
bankruptcy.
The Debtor has two properties in which they rent out to the
affiliated company that are Home Health Care Providers. The first
one is 1627 Gabriel Drive, Las Vegas, Nevada 89119. Zillow lists
the property at $539,00. The Debtor second property is located at
5319 Stampa Avenue, Las Vegas, Nevada 89146. Zillow lists the
property at $385,500.
The income by the property is based upon an agreement with the two
entities that are using the property. They will pay about
$20,000.00 each month to pay for the expenses of the Plan.
The Plan Proponent's financial projections show thyat the Debtor
will have projected disposable income of $311,110.00 over 5 years.
The final Plan payment is expected to be paid on June 1, 2028.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 consists of non-priority unsecured claims of Republic
Services in the amount of $3,384.44 and Nevada Power in the amount
of $5,520.27. They will be paid in full. They will receive
quarterly payments over five years. Commencing on the effective
date. The Debtor reserves the right to pay in full after one year.
This Class is impaired.
Since all parties are being paid in full, the Equity holder will
retain its interest.
The Debtor will be funded by the continued operations of the
Debtor.
A full-text copy of the Disclosure Statement dated June 12, 2023 is
available at https://urlcurt.com/u?l=UtBJHa from PacerMonitor.com
at no charge.
The Debtor is represented by:
David J. Winterton Esq.
David J. Winterton & Assoc., Ltd.
7881 W. Charleston Blvd., Suite 220
Las Vegas, NV 89117
Tel: (702) 363-0317
Fax: (702) 363-1630
Email: david@davidwinterton.com
About Chief Cornerstone Builders
Chief Cornerstone Builders, LLC, a Las Vegas-based company, filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. D. Nev. Case No. 23-11008) on March 16, 2023, with
$1,079,800 in assets and $885,000 in liabilities. Edward Burr has
been appointed as Subchapter V trustee.
Judge Natalie M. Cox oversees the case.
The Debtor is represented by David J. Winterton & Assoc., Ltd.
CIBT GLOBAL: $385M Bank Debt Trades at 26% Discount
---------------------------------------------------
Participations in a syndicated loan under which CIBT Global Inc is
a borrower were trading in the secondary market around 74.5
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $385 million facility is a Term loan that is scheduled to
mature on June 1, 2025. The amount is fully drawn and
outstanding.
CIBT Global, Inc. provides travel documents services. The Company
offers travel visas, passports, and additional document creation
support services including digital photo, document legalization,
and authentications.
CITRIN COOPERMAN: $147M Bank Debt Trades at 19% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Citrin Cooperman
Advisors LLC is a borrower were trading in the secondary market
around 81.1 cents-on-the-dollar during the week ended Friday, June
16, 2023, according to Bloomberg's Evaluated Pricing service data.
The $147 million facility is a Term loan that is scheduled to
mature on November 13, 2027. About $35.0 million of the loan is
withdrawn and outstanding.
Citrin Cooperman is a professional services firms, helping
companies and high net worth individuals find smart solutions.
CITY BREWING: $850M Bank Debt Trades at 46% Discount
----------------------------------------------------
Participations in a syndicated loan under which City Brewing Co LLC
is a borrower were trading in the secondary market around 54.3
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $850 million facility is a Term loan that is scheduled to
mature on April 5, 2028. The amount is fully drawn and
outstanding.
City Brewing Company, LLC operates as a brewery company. The
Company produces beverages by contract, including beer, malts,
teas, and energy drinks.
CLEAR CHOICE: Amy Denton Mayer Named Subchapter V Trustee
---------------------------------------------------------
The U.S. Trustee for Region 21 appointed Amy Denton Mayer as
Subchapter V trustee for Clear Choice Shutters, Inc. and Clear
Choice Installations, 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, Florida 33602
(813)229-0144
Email: amayer@subvtrustee.com
About Clear Choice
Clear Choice Shutters, Inc. is a Florida corporation that was
formed in January 2006. Its corporate office is located in Naples,
Fla. The company supplies and installs a wide variety of shutters,
doors, and hurricane-protection building supplies to the Southwest
Florida community for all types of structures, including single
family homes, high-rise condominiums, and commercial buildings.
Clear Choice Shutters and its affiliate, Clear Choice
Installations, Inc., filed petitions under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 23-00638) on
June 2, 2023, with $1 million to $10 million in both assets and
liabilities. Kenneth B. Pytlik, president, signed the petitions.
R. Scott Shuker, Esq., at Shuker & Dorris, P.A., represents the
Debtors as legal counsel.
COATESVILLE AREA SD: Moody's Upgrades Issuer & GOLT Ratings to Ba2
------------------------------------------------------------------
Moody's Investors Service has upgraded Coatesville Area School
District (Chester County), PA's issuer rating, general obligation
limited tax (GOLT) rating, and GOLT-backed non-contingent lease
rating to Ba2 from B1. The outlook has been revised to stable from
negative. The A1 fiscal agent enhanced rating is unaffected. At the
end of the 2022 fiscal year, the district had $185.1 million in net
direct debt outstanding.
RATINGS RATIONALE
The upgrade of the district's issuer rating to Ba2 reflects its
materially improved reserve position following
stronger-than-anticipated local revenue growth, an influx of
federal coronavirus aid, and reduced debt service requirements due
to a refunding of debt in 2020. The district's reserve position
turned positive in fiscal 2022 after two consecutive years of
negative available fund balance. Still, notable structural issues
including outsized competition from charter schools and significant
special education expenditures continue to weigh on the district's
operating flexibility.
The Ba2 issuer rating further reflects the district's above average
resident income, satisfactory resident wealth, and historical trend
of declining enrollment. Leverage, while manageable, is poised to
increase markedly over the next three years.
The lack of distinction between the district's issuer rating and
the Ba2 rating on the district's GOLT and GOLT-backed
non-contingent lease debt is based on the GOLT's general obligation
full faith and credit pledge. The GOLT rating also reflects
Pennsylvania school districts' ability to apply for exceptions to
the cap on property tax increases in order to cover debt service
and the Commonwealth's history of granting such exceptions.
The A1 enhanced rating reflects Moody's current assessment of the
Pennsylvania School District Intercept Program, which provides that
state aid will be allocated to bondholders in the event that the
school district cannot meet its scheduled debt service payments.
The A1 enhanced rating reflects the presence of language in the
bond documents that requires the paying agent to trigger the state
aid intercept prior to default. The Series A, B, C, and D of 2020
issuances carry a direct-pay agreement, in which the district has
directed the treasurer of the commonwealth to automatically
appropriate its state aid to the fiscal agent for the benefit of
bondholders without any further notice required. As of audited 2022
financial statements, Coatesville Area School District's state aid
revenue provides more than sum sufficient debt service coverage.
RATING OUTLOOK
The stable outlook on the district's underlying ratings reflects
Moody's expectation that, while the district's reserve position
will further improve in fiscal 2023, pressures related to charter
schools and special education will continue to weigh on the
district's credit quality.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Continued improvement in reserves and liquidity
-- Significantly improved enrollment trend/reduced charter school
competition
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Sustained draws on reserves
-- Significant additional borrowing beyond current expectations
that leads to outsized leverage relative to revenue
LEGAL SECURITY
All of the district's debt is backed by its general obligation
limited tax (GOLT) pledge, which is subject to the limitations of
Pennsylvania's Act 1 index.
The district's debt is further enhanced by the Pennsylvania School
District Intercept Program. The intercept program is not a general
obligation guarantee of the Commonwealth, and in fact, there have
been times when the state has not distributed any aid to school
districts, as was the case during the 2016 state budget impasse.
However, with implementation of Act 85 in 2016, the state has
ensured that intercept payments, for the benefit of bond debt
service, will be made even in the absence of an appropriation
budget.
PROFILE
Coatesville Area School District (Chester County) is located in
Chester County (Aaa stable) in southeastern Pennsylvania (Aa3
stable), approximately 35 miles west of Philadelphia (A1 stable).
In 2022, enrollment was 5,397.
METHODOLOGY
The principal methodology used in these ratings was US K-12 Public
School Districts Methodology published in January 2021.
CONTEMPORARY MANAGEMENT: Case Summary & 15 Unsecured Creditors
--------------------------------------------------------------
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
Contemporary Management Services, LLC (Lead Case) 23-22459
1075 Central Park Ave. Suite 402
Scarsdale, NY 10583
Refined Dental Laboratory LLC 23-22460
Dale D. Goldschlag, D.D.S., P.C. 23-22461
Total Dental Implant Solutions LLC 23-22462
CDIC Holdings, LLC 23-22464
Business Description: Debtor Contemporary Management Services
("CMS") is a management company that
provides management services to certain of
the other Debtors, including Dale D.
Goldschlag D.D.S. P.C. ("DDG PC") and
various non-debtor entities, including non-
debtor affiliate Manhattan Dental Implant
Solutions P.C. ("MDIS PC"). CMS manages the
back-office, non-doctor staff, call centers,
equipment and other supplies, scheduling of
patients, marketing and all of the non
-clinical work of the dental practices.
DDG PC, which operates under the trade name
Contemporary Dental Implant Centre, is a
professional corporation through which a New
York based dental practice is operated.
Refined Dental Laboratory LLC fabricated the
crowns used by the professional corporations
when servicing patients. It owns certain
inventory and finances certain equipment all
presently housed at the laboratory facility
in Valley Stream, NY.
Total Dental Implant Solutions LLC, which
did business as Genicore, is a medical
device company specializing in dental
implants.
CDIC Holdings, LLC is a real estate entity
and exists as the counterparty to a majority
of the leases from which each dental office
operates.
Chapter 11 Petition Date: June 15, 2023
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. Sean H. Lane
Debtors' Counsel: Robert L. Rattet, Esq.
Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON, LLP
605 Third Avenue
34th Floor
New York, NY 10158
Tel: 212 557 7200
Fax: 212 286 1884
Email: rlr@dhclegal.com
Lead Debtor's Total Assets: $4,444
Lead Debtor's Total Liabilities: $781,268
The petitions were signed by Dale Goldschlag as manager.
Full-text copies of the Debtors' petitions are available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/Z47HZAI/Contemporary_Management_Services__nysbke-23-22459__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/ZYTNU2A/Contemporary_Management_Services__nysbke-23-22460__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6HLLKXY/Contemporary_Management_Services__nysbke-23-22461__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6CS6XGQ/Contemporary_Management_Services__nysbke-23-22462__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6M5FSJA/Contemporary_Management_Services__nysbke-23-22464__0001.0.pdf?mcid=tGE4TAMA
List of Lead Debtor's 15 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Alliance Funding Group Equipment Unknown
17542 17th Street
#200
Tustin, CA 92780
2. American Express $60,783
World Financial Center
200 Vesey Street
New York, NY 10285
3. Barton Associates $0
300 Jubilee Drive
Peabody, MA 01960
4. Consult Write $0
5. Darby Dental $25,463
300 Jericho
Quadrangle
Jericho, NY 11753
6. Google $152,800
1600 Amphitheatre Pkwy
Mountain View, CA
94043
7. Henry Schien $2,617
345 E 24th St #6
New York, NY 10010
8. Kattenbach $5,447
16052 Beach Blvd.
Suite 221
Huntington Beach,
CA 92647
9. Komet USA $3,106
3042 Southcross
Blvd. Ste. 101
Rock Hill, SC 29730
10. North Mill Credit Equipment Unknown
Trust
601 Merritt 7, Suite 5
Norwalk, CT 06851
11. North Mill Credit Trust Equipment Unknown
601 Merritt 7, Suite 5
Norwalk, CT 06851
12. Rite Smile $70,000
5302 68th Street
Maspeth, NY 11378
13. Salesforce $641
415 Mission Street,
3rd Floor
San Francisco, CA
94105
14. Small Business PPP Loan $311,409
Administration
409 Third St. SW
Suite 8200
Washington, DC
20416
15. Small Business Administration EIDL Loan $149,000
409 Third St. SW
Suite 8200
Washington, DC
20416
COTTLE CHRISTI: Case Summary & Four Unsecured Creditors
-------------------------------------------------------
Debtor: Cottle Christi L, LLC
16 Morgan LN
Berkeley Springs, WV 25411
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Northern District of West Virginia
Case No.: 23-00295
Debtor's Counsel: Joseph W. Caldwell, Esq.
CALDWELL & RIFFEE
3818 MacCorkle Ave. S.E. Suite 101
Post Office Box 4427
Charleston, WV 25364-4427
Tel: (304) 925-2100
Email: jcaldwell@caldwellandriffee.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christi L. Walls as owner/managing
member.
A copy of the Debtor's list of four unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/LQVV76A/Cottle_Christi_L_LLC__wvnbke-23-00295__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/LUKGBUY/Cottle_Christi_L_LLC__wvnbke-23-00295__0001.0.pdf?mcid=tGE4TAMA
COTTLE LLC: Case Summary & Three Unsecured Creditors
----------------------------------------------------
Debtor: Cottle, LLC
1010 Lindsay Lane
Hagerstown, MD 21742
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Northern District of West Virginia
Case No.: 23-00296
Debtor's Counsel: Joseph W. Caldwell, Esq.
CALDWELL & RIFFEE
3818 MacCorkle Ave. S.E. Suite 101
Post Office Box 4427
Charleston, WV 25364-4427
Tel: (304) 925-2100
Email: jcaldwell@caldwellandriffee.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Larry D. Cottle as owner/member
manager.
A copy of the Debtor's list of three unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OOLQORY/Cottle_LLC__wvnbke-23-00296__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/OARTJWA/Cottle_LLC__wvnbke-23-00296__0001.0.pdf?mcid=tGE4TAMA
CROSS COUNTRY: $175M Bank Debt Trades at 18% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Cross Country
Healthcare Inc is a borrower were trading in the secondary market
around 82.1 cents-on-the-dollar during the week ended Friday, June
16, 2023, according to Bloomberg's Evaluated Pricing service data.
The $175 million facility is a Term loan that is scheduled to
mature on June 8, 2027. About $73.9 million of the loan is
withdrawn and outstanding.
Cross Country Healthcare provides healthcare staffing services in
the United States. The Company offers travel nurse and allied
health, per diem nurse, and clinical research trials staffing.
Cross Country Healthcare provides placement of allied healthcare
professionals such as radiology technicians and rehabilitation
therapists.
CROWN FINANCE: $3.33B Bank Debt Trades at 68% Discount
------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 32.5
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $3.33 billion facility is a Term loan that is scheduled to
mature on February 28, 2025. About $2.63 billion of the loan is
withdrawn and outstanding.
Crown Finance US, Inc. operates as a movie theater.
CROWN FINANCE: EUR607M Bank Debt Trades at 75% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Crown Finance US
Inc is a borrower were trading in the secondary market around 24.6
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The EUR607.6 million facility is a Term loan that is scheduled to
mature on February 28, 2025. About EUR176.9 million of the loan is
withdrawn and outstanding.
Crown Finance US, Inc. operates as a movie theater.
CYANCO INTERMEDIATE 2: Moody's Rates New 1st Lien Loans 'B2'
------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Cyanco
Intermediate 2 Corp.'s new $50 million senior secured first-lien
revolving credit facility (RCF) and the new $420 million senior
secured first-lien term loan B (TLB) due 2028. All other ratings,
including the B2 corporate family rating remain unchanged. The
proceeds from the new TLB will be used to repay the existing TLB
maturing in 2025 and for the related transaction fees and expenses.
Moody's views the refinancing as effectively leverage neutral
despite slightly higher gross debt on a proforma basis.
Assignments:
Issuer: Cyanco Intermediate 2 Corp.
Backed Senior Secured First Lien Term Loan, Assigned B2
Backed Senior Secured First Lien Revolving Credit Facility,
Assigned B2
RATINGS RATIONALE
Cyanco's B2 CFR reflects modest size as measured by revenues of
about $350 million, elevated leverage, single commodity product
focus, concentrated customer base, limited number of facilities and
market applications. The rating is supported by Cyanco's solid
market position in producing and selling sodium cyanide (NaCN), a
key input in processing of gold and silver ores with low
substitution risk, its ability to pass through raw materials and
transportation costs to its customers and high EBITDA margins
despite the commodity nature of the product. The rating also
considers the company's strong cash generating capabilities that
support interest payments and gross debt reduction. The rating is
constrained by the company's elevated tolerance for maintaining a
leveraged capital structure, given the private equity ownership.
After mixed 2021 results that were constrained by reduced
availability of raw materials at Alvin facility in Texas and the
plant outage following the February 2021 freeze, Cyanco delivered
improved operating and financial results in 2022. Modest volume
decline (-1% y-o-y) driven by lower sales of solid sodium cyanide
in international markets were offset by the contractual price
increases to pass through rising costs and margin improvement,
leading to a 27% y-o-y growth in revenues and 24% increase in
Moody's-adjusted EBITDA from $64 million in 2021 to $79 million in
2022. This earnings growth and positive free cash flow generation
enabled a meaningful debt repayment in 2021-2022. As a result,
Cyanco's leverage, as adjusted by Moody's, declined to 5.2x in
2022, the level commensurate with a B2 rating, from 7.2x in 2020
and 6.8x in 2021.
Cyanco's operating and financial performance remained solid in Q1
2023 supported by marginally higher volumes and the timing lag
between cyanide prices and falling raw materials costs. Assuming
modestly higher volumes in 2023, continued full-year production
from the expanded Nevada plant and higher y-o-y cyanide prices,
Moody's estimates that Cyanco's leverage will remain around 5x in
2023 and that credit metrics will remain appropriate for a B2
rating.
The stable outlook reflects Moody's expectation that Cyanco will
maintain high profit margins, good liquidity profile, remain free
cash flow positive and continue to incrementally reduce leverage.
Cyanco will have a good liquidity pro forma the transaction,
primarily supported by $42 million in cash and cash equivalents on
the balance sheet, projected positive free cash flow in 2023 and
the undrawn (net of letters of credits) $50 million revolving
credit facility due. Cyanco typically has moderate working capital
needs and low maintenance capex requirement of about $10-15 million
per year. The new revolving credit facility is subject to a
springing first lien net leverage covenant at 7.25x. The first lien
net leverage will be tested once the drawn amount exceeds 35% of
the revolver commitment. Moody's do not expect the covenant to be
triggered in the next 12-18 months. The revolver and the term loan
are rated B2 in line with the B2 Corporate Family Rating, given
their predominant share in the capital structure. The first-lien
term loan will have no financial covenants.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity up to the greater of $85 million and 100%
of Consolidated EBITDA, plus unlimited amounts subject to 4.50x
Consolidated Total First Lien Net Debt (if pari passu secured). No
portion of the incremental may be incurred with an earlier maturity
than the initial term loans. The credit agreement permits the
transfer of assets to unrestricted subsidiaries, up to the
carve-out capacities, subject to "blocker" provisions which
prohibit, subject to certain exceptions: (i) the transfer by the
company of material intellectual property, which is necessary for
the operation of the business, taken as a whole, to any
unrestricted subsidiary; and (ii) the designation of a restricted
subsidiary that owns or exclusively licenses material intellectual
property as an unrestricted subsidiary. Non-wholly-owned
subsidiaries are not required to provide guarantees; dividends or
transfers resulting in partial ownership of subsidiary guarantors
could jeopardize guarantees subject to "Chewy" protective
provisions (TBD) for the release of subsidiary guarantors which
cease to be wholly-owned restricted subsidiary of the company.
The credit agreement provides some limitations on up-tiering
transactions, including the requirement that each lender directly
and adversely affected must consent to any amendment or
modification permitting any payment and/or lien subordination of
the obligations or the liens under the facilities, other than in
connection with any DIP financing or any other financing with
respect to which each relevant lender has been offered a bona fide
opportunity pursuant to a written offer to provide its pro rata
share of such financing on the same terms. The aggregate amount
available for restricted payments under the restricted payment
covenant can be reallocated to incur debt. The builder basket
includes an accumulated credit of 50% of CNI, accumulating from the
original 2018 closing date. The above are proposed terms and the
final terms of the credit agreement may be materially different.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
There is a limited upside to the rating at this time given still
relatively elevated leverage, narrow business profile, modest free
cash flow generation and private equity ownership. Moody's would
only contemplate a positive ratings action if RCF/Debt rises above
10% and leverage declines below 4.0x on a sustainable basis.
Moody's would consider a downgrade, if Cyanco's leverage remains
above 6.0x for an extended period of time or there is debt-financed
shareholder remuneration or dividend payment that will lead to an
elevated leverage profile. A disruption to operations, economic
downturn, or weakness to the price and volume that turns its free
cash flow negative beyond a one year time horizon could also result
in a downgrade.
Cyanco Intermediate 2 Corporation is a producer of a single
product, sodium cyanide, sold to the mining industry to extract
gold and silver from ore. The company has two manufacturing sites,
a NaCN facility in Winnemucca, Nevada that services customers in
the US and Canada; and a solid NaCN plant in Houston, Texas that
services non-U.S. markets, which is co-located with an
acrylonitrile (AN) facility that produces HCN as a byproduct.
Cyanco generated revenues of about $350 million for the last twelve
months ended March 31, 2023.
The principal methodology used in these ratings was Chemicals
published in June 2022.
CYANCO INTERMEDIATE: S&P Assigns 'B' Rating on Secured Term Loan B
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to Cyanco Intermediate 2 Corp.'s proposed $420
million first-lien senior secured term loan B due 5 years from the
closing date. The company is issuing the proposed term loan as part
of its announced refinancing transaction. Its issue-level rating
and recovery rating on Cyanco's existing revolving credit facility
will remain unchanged.
The company will use the proceeds from the proposed term loan to
refinance its existing term loan due March 2025. Cyanco is also
extending the maturity of its $50 million senior secured revolving
credit facility to within 91 days of the maturity date of the
proposed term loan. Once the transaction closes and the company
repays the existing term loan, S&P expects to withdraw its ratings
on the debt.
All of S&P's existing ratings on Cyanco Intermediate 2 Corp.,
including the 'B' issuer credit rating, are unchanged.
DELL INC: Egan-Jones Retains BB- Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on May 15, 2023, maintained its 'BB-'
foreign currency and local currency senior unsecured ratings on
debt issued by Dell Inc. EJR withdrew its 'A2' rating on commercial
paper issued by the Company.
Headquartered in Round Rock, Texas, Dell Inc. provides computer
products.
DESTINED PROPERTIES: Seeks to Hire Kirton McConkie as Counsel
-------------------------------------------------------------
Destined Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Utah to hire Kirton McConkie, P.C. as its
legal counsel in connection with its Chapter 11 case.
Kirton McConkie will give legal advice regarding the Debtor's
duties under the Bankruptcy Code, assist in determining the
validity of claims filed by creditors, and prepare a plan of
reorganization.
Jeremy Sink, Esq., and Ryan Cadwallader, Esq., the attorneys
expected to represent the Debtor, will charge $400 per hour and
$350 per hour, respectively. The hourly fees of associates range
from $195 to $275.
Kirton received an initial retainer from the Debtor in the amount
of $20,000.
Mr. Sink disclosed in a court filing that her firm is
"disinterested" and has no connection with the Debtor or any of its
creditors.
The firm can be reached through:
Jeremy C. Sink, Esq.
Ryan Cadwallader, Esq.
Kirton McConkie, P.C.
50 East South Temple, Suite 400
Salt Lake City, UT 84111
Tel: 801-321-4837
Fax: 801-321-4893
Email: jsink@kmclaw.com
Email: rcadwallader@kmclaw.com
About Destined Properties
Destined Properties, LLC, a company in Cedar City, Utah, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Utah Case No. 23-22264) on May 31, 2023, with $1
million to $10 million in both assets and liabilities. James L.
Haslem, authorized representative of the Debtor, signed the
petition.
Judge William T. Thurman presides over the case.
Kirton McConkie, P.C. represents the Debtor as counsel.
DICOL TRUCKING: Michael Abelow Named Subchapter V Trustee
---------------------------------------------------------
The Acting U.S. Trustee for Region 8 appointed Michael Abelow,
Esq., at Sherrard Roe Voigt & Harbison, PLC, as Subchapter V
trustee for Dicol Trucking, LLC.
Mr. Abelow will be paid an hourly fee of $425 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Abelow 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 G. Abelow, Esq.
Sherrard Roe Voigt & Harbison, PLC
150 3rd Ave. South, Suite 1100
Nashville TN 37201
(615) 742-4532
Email: mabelow@srvhlaw.com
About Dicol Trucking
Dicol Trucking, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-01913) on May
31, 2023, with $50,001 to $100,000 in assets and $100,001 to
$500,000 in liabilities. Judge Marian Harrison oversees the case.
The Debtor is represented by Steven L. Lefkovitz, Esq., at
Lefkovitz & Lefkovitz.
DIVISION SEVEN: Salvatore LaMonica Named Subchapter V Trustee
-------------------------------------------------------------
The U.S. Trustee for Region 2 appointed Salvatore LaMonica, Esq.,
at LaMonica Herbst & Maniscalco, LLP, as Subchapter V trustee for
Division Seven Contracting, Inc.
Mr. LaMonica will be paid an hourly fee of $675 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. LaMonica declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Salvatore LaMonica, Esq.
LaMonica Herbst & Maniscalco, LLP
3305 Jerusalem Avenue
Suite 201
Wantagh, NY 11793
Phone: 516-826-6500
Email: sl@lhmlawfirm.com
About Division Seven
Division Seven Contracting, Inc. is a foundation, structure, and
building exterior contractor in Ridge, N.Y.
Division Seven Contracting filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y Case No.
23-71998) on June 5, 2023, with $500,000 to $1 million in assets
and $1 million to $10 million in liabilities. John Lima, president,
signed the petition.
Judge Louis A. Scarcella oversees the case.
Robert J. Spence, Esq., at Spence Law Office, P.C. is the Debtor's
counsel.
EAGLEVIEW TECHNOLOGY: Moody's Affirms 'B3' CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed EagleView Technology
Corporation's B3 corporate family rating and B3-PD Probability of
Default Rating. At the same time, Moody's affirmed the B2 ratings
on the $85 million senior secured first lien revolving credit
facility and $610 million outstanding senior secured first lien
term loan, and the Caa2 rating on the $172 million outstanding
senior secured second lien term loan. The outlook remains stable.
Moody's took the following rating actions:
Affirmations:
Issuer: EagleView Technology Corporation
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured First Lien Bank Credit Facility, Affirmed B2
Senior Secured Second Lien Bank Credit Facility, Affirmed Caa2
Outlook Actions:
Issuer: EagleView Technology Corporation
Outlook, Remains Stable
RATINGS RATIONALE
The affirmation of the B3 CFR reflects EagleView's small revenue
base, elevated financial leverage and ongoing investments in areas
such as new product development and camera equipment upgrades that
have contributed to negative free cash flow generation. However,
the credit profile is supported by EagleView's position as a
leading provider of high-resolution aerial imagery and 3D
measurement software solutions to various verticals, an extensive
image library that creates high entry barriers, long-standing
customer relationships characterized by high retention rates, and
visible revenue streams supported by multi-year contracts in the
government business and an increasing portion of minimum volume
contracts in the insurance segment.
Leverage has remained elevated due to the company's investments in
research and development, sales and marketing, headcount and
corporate infrastructure to support key growth initiatives.
EagleView's total debt to EBITDA (Moody's adjusted) was 7.3x as of
last twelve months ended March 2023, impacted by project deliveries
that shifted to Q2 from Q1 in the government vertical. Moody's
expects leverage to improve to the mid-to-high 6x by the end of
2023 based on revenue growth of high single digits and flattish
Moody's adjusted EBITDA margin in the low 40% range supported by
growing adoption of new products such as Walls, Windows and Doors,
EagleView Cloud launched in 2022, cross selling opportunities and
selective price increases.
Moody's expects free cash flow in 2023 to improve but remain
moderately negative due to the high interest burden and significant
capital expenditures. The company has interest rate swaps that
mature in November 2023 and as such interest expense will likely
increase in 2024.
Moody's considers EagleView's liquidity to be adequate over the
next year. The negative free cash flow generation, only $10 million
of availability on the revolving credit facility and limited cash
balance as of March 2023 provides the company with limited
financial flexibility. However, given the high level of spending on
initiatives to produce revenue growth, Moody's believes the company
can scale back spending materially if this growth doesn't
materialize or liquidity pressures emerge. The business is exposed
to seasonal revenue variation from government customers and high
image capture season in the beginning of the year resulting in free
cash flow that is weakest in Q1 and Q4 and strongest in Q2. Over
the past 24 months, the revolver balance has increased from $28
million in Q1 2021, to $54 million in Q1 2022 and to $75 million in
Q1 2023. The revolver contains a springing maximum first-lien net
leverage ratio threshold of 7.75x (amended from 8.20x when the
facility was extended) that applies when the facility is more than
40% drawn. As of March 2023, the company was subject to the
springing covenant as $75 million, equivalent to 88% was drawn
under the revolver. The company met the test with a ratio of 5.75x.
Moody's expect EagleView to maintain EBITDA covenant headroom of at
least 35% over the next 12-18 months.
EagleView does not have any maturities until its revolving credit
facility expires in May 2025, first lien term loan matures in
August 2025 and second lien term loan in August 2026.
ESG considerations are material to the ratings of EagleView as
reflected by its Credit Impact Score of CIS-4, which is driven by
governance risks arising from the company's concentrated ownership,
high financial leverage, and the lack of an independent board of
directors.
The B2 rating assigned to the first lien senior secured credit
facilities is one notch above the CFR, reflecting debt cushion from
the Caa2 rated second-lien term loan in a default scenario.
The stable outlook reflects Moody's view that EagleView's earnings
will grow, and cash flow will improve based on the increasing
demand and adoption of its digital 3D aerial imagery and
measurement products from clients in various verticals. Moody's
expects the company to modestly de-lever to mid-to-high 6x total
debt to EBITDA (Moody's adjusted) by the end of 2023 and towards 6x
in 2024 barring future re-leveraging events, while steadily
improving its liquidity profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if EagleView's revenue growth and
EBITDA margin expansion leads to consistent and increasing positive
free cash flow generation and sustained reduction in Moody's
adjusted total debt to EBITDA leverage below 5.5x. An upgrade would
also be supported by an improving liquidity position and
conservative financial policies.
The ratings could be downgraded if strong revenue and earnings
growth fails to materialize such that financial leverage as
measured by Moody's adjusted total debt to EBITDA is not on track
to decrease to below 6.5x or if EagleView does not refinance its
senior secured first lien credit facilities well ahead of
maturities.
EagleView Technology Corporation is a leading provider of aerial
images and 3D aerial measurement services to the government,
insurance, construction utilities and solar markets. EagleView is
owned by Vista Equity Partners and Clearlake Capital Group, L.P.
Revenue totaled approximately $250-$300 million as of last twelve
months ended March 2023.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ELEMENT SOLUTIONS: Moody's Rates $150MM Term Loan Add-on 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Element
Solutions Inc's $150 million incremental senior secured first lien
term loan A. Proceeds from the incremental term loan and cash from
the balance sheet will be used to fund the $185 million, net of
estimated cash tax benefits, termination of their distribution
agreement with Entegris Inc. for ViaForm(R) electrochemical
deposition products. Element Solutions' Ba2 Corporate Family
Rating, Ba2-PD Probability of Default Rating, Ba1 senior secured
term loan B and B1 senior unsecured notes ratings are unchanged.
The Speculative Grade Liquidity (SGL) rating of SGL-1 remains
unchanged. The outlook is stable.
"The termination of the distribution agreement with Entegris will
provide improved efficiencies with further potential upside despite
the upfront cost and additional debt," said Domenick R. Fumai,
Moody's Vice President and lead analyst for Element Solutions,
Inc.
Assignments:
Issuer: Element Solutions Inc
Senior Secured First Lien Bank Credit Facility, Assigned Ba1
RATINGS RATIONALE
Moody's views the decision to terminate the distribution agreement
as credit positive despite the incremental debt. Element Solutions
will have complete control over the distribution process, leading
to greater efficiencies and additional EBITDA generation. It also
allows the company to deal directly with the end customers, which
are several of the largest semiconductor fabricators, and may lead
to cross-selling opportunities. Moody's believes that the market
for electrochemical disposition products should continue to grow as
semiconductor complexity increases. Element Solutions also
announced the bolt-on acquisition of Kuprion, Inc., a developer of
next-generation nano-copper technology to the semiconductor,
circuit board and electronics assembly markets. Moody's now
projects pro forma financial leverage of 3.8x in FY 2023 to be
slightly above previous expectations.
Element Solutions' Ba2 rating considers its strong liquidity,
attractive margins, variable cost structure and asset-light
business model that enables the company to consistently generate
healthy free cash flow. Element Solutions also benefits from high
barriers to entry given its technical expertise and extensive
qualification testing required by customers. The credit profile
further incorporates its solid, globally diversified business with
leading positions in niche segments and exposure to favorable
long-term trends in 5G technology, semiconductors, increased
electronic content in automobiles, electric vehicles and the
Internet of Things (IoT). Cash balances are expected to continue to
be prudently managed.
The rating is constrained by Element Solutions' significant
exposure to the cyclical automotive and electronics industries. The
company has demonstrated sufficient progress in adhering to its
financial policy following the sale of Arysta and subsequent
recapitalization. The commitment to maintain net leverage below
3.5x according to management's calculation, is tempered by
expectations that future free cash flow generation will be used for
share repurchases, dividends and bolt-on M&A, rather than
additional debt reduction. Upside to the credit profile is limited
by financial leverage that exceeds Moody's threshold, but is
expected to return to more appropriate levels for the Ba2 rating in
FY 2024.
The stable outlook reflects expectations that credit metrics will
remain appropriate for the rating and that the company will
continue to maintain a strong liquidity profile with a good balance
between shareholder-friendly actions and M&A.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
An upgrade would be contingent on financial leverage, including
Moody's standard adjustments, sustained below 2.5x, maintaining
retained cash flow-to-debt (RCF/Debt) above 25%, continued
adherence to financial policies that balance the interests of
shareholders and creditors and the demonstrated ability to generate
a sustained growth trend in sales and earnings through a
combination of bolt-on acquisitions and organic growth without the
need for a larger transaction.
Moody's would likely consider a downgrade if leverage is sustained
above 3.5x, free cash flow is negative for a sustained period, or
the company makes a large debt-financed acquisition or
extraordinary dividend payment.
LIQUIDITY ANALYSIS
The SGL-1 rating reflects Element Solutions very good liquidity
profile, which Moody's expect the company to maintain over the next
12 months. Element Solutions has available cash on the balance
sheet of approximately $259 million pro forma for the cash deployed
to terminate the supply agreement with Entegris and $369 million of
availability, including $6 million in letters of credit, under its
$375 million revolving credit facility as of March 31, 2023.
STRUCTURAL CONSIDERATIONS
The Ba1 rating assigned to the incremental term loan A and the
existing senior secured credit facilities reflects their priority
ranking in the capital structure. The first lien term loans are
secured by a first lien on the assets of the borrower and
guarantors, which include domestic subsidiaries. The term loan does
not have any additional financial maintenance covenants beyond the
cross protection of the revolver covenant. The revolver has a
springing first lien net leverage ratio covenant of 5.0x if it is
more than 30% drawn, which Moody's expect the company to remain in
compliance with over the next 12 months given the significant
cushion. The credit facilities allow for issuance of incremental
debt not to exceed the greater of $460 million or 1.0x consolidated
EBITDA plus an unlimited amount up to 3.5x first lien net leverage
or 5.0x senior secured net leverage or 2.0x fixed charge coverage
ratio for the unsecured debt. The B1 rating on the senior unsecured
debt, two notches below the CFR, reflects their effective
subordination to the secured debt in the capital structure and
relatively sizable amount of secured debt, which would limit
recovery in a default scenario.
The principal methodology used in this rating was Chemicals
published in June 2022.
Headquartered in Fort Lauderdale, FL, Element Solutions Inc
produces a wide array of specialty chemicals and materials
primarily sold into the automotive, electronics and industrial
markets with leading positions in a number of niche markets. The
company operates in two business segments :Electronics and
Industrial & Specialty. Element Solutions had sales of
approximately $2.4 billion for the last twelve months ended March
31, 2023.
EXELA TECHNOLOGIES: Commences Offer to Exchange Sr. Secured Notes
-----------------------------------------------------------------
Exela Technologies, Inc. announced that certain of its subsidiaries
have commenced an offer to exchange any and all of their
outstanding 11.500% First-Priority Senior Secured Notes due 2026
issued by Exela Intermediate LLC and Exela Finance Inc. into new
11.500% First-Priority Senior Secured Notes due 2026 issued by the
same Issuers.
This Offer is being made upon the terms and conditions set forth in
the Confidential Offering Memorandum and Consent Solicitation
Statement dated June 8, 2023. The offer will expire at 11:59 p.m.,
New York City time, on July 7, 2023, subject to being amended or
extended. Tendered Old Notes may be validly withdrawn at any time
prior to 5:00 p.m., New York City time, on June 22, 2023, but not
thereafter.
For each $1,000 principal amount of Old Notes validly tendered
prior to 5:00 pm, New York City time, on June 22, 2023, holders
will be eligible to receive $800 principal amount of New Notes.
Holders who tender Old Notes after the Early Tender Time will only
be eligible to receive $750 principal amount of New Notes per
$1,000 principal amount of Old Notes.
The New Notes will have a coupon of 11.500% and will mature on
April 15, 2026, provided that if any of the Issuers’ existing
notes due in 2023 or term loans due in 2023 remain outstanding on
July 12, 2023, then the New Notes will also mature on July 12,
2023.
The New Notes will be fully and unconditionally guaranteed by the
same guarantors that guarantee the Old Notes (other than certain
guarantors that have ceased to have operations or assets) and by
certain affiliates of the Issuers. The New Notes and related
guarantees will be secured by a first-priority secured interest in
substantially all of the existing and future assets of the Issuers
and the subsidiary guarantors, which is the same collateral
currently securing the Old Notes, as well as the assets of and
equity interests in certain affiliates of the Issuers.
The consummation of the offer is conditioned upon, among other
things, the valid tender, and not valid withdrawal, of at least
66.67% in aggregate principal amount of outstanding Old Notes
(excluding Old Notes held by the Issuers or any of their respective
affiliates). The Minimum Tender Condition may not be waived by the
Issuers. If at least 66.67% of the Old Notes are tendered, the
provisions containing the restrictive covenants and events of
default for the Old Notes will be eliminated and the Collateral for
the Old Notes will be released. Accordingly, upon closing and
settlement of the offer, all New Notes will be structurally senior
to the Old Notes with respect to the Collateral. Therefore, claims
with respect to the Old Notes will be effectively subordinated to
claims with respect to the New Notes and the Senior Facilities (as
defined in the Offering Memorandum) to the extent of the value of
the Collateral and, in the event of a bankruptcy, liquidation or
insolvency, there would be fewer assets remaining from which the
claims of the Old Notes could be satisfied.
Tendered Old Notes will not receive a cash payment for the accrued
and unpaid interest in cash from the last applicable interest
payment date to the settlement date. Instead, such accrued and
unpaid interest will be carried over to the New Notes, which will
accrue interest from Jan. 15, 2023 (the last interest payment date
for the Old Notes).
Holders may not tender their Old Notes pursuant to the Exchange
Offer without delivering a consent with respect to such Old Notes
tendered pursuant to the Consent Solicitation, and holders may not
deliver their consents pursuant to the Consent Solicitation without
tendering the related Old Notes pursuant to the Exchange Offer. No
consideration will be paid for consents in the Consent
Solicitation.
The Offer is subject to customary closing conditions described in
the Offering Memorandum, including, among other things, the Minimum
Tender Condition.
Pursuant to a support agreement entered into with several eligible
holders of Old Notes which, together with certain of their
respective affiliated funds, hold approximately 54.1% of the
outstanding principal amount of the Old Notes (excluding Old Notes
held by the Issuers or any of their respective affiliates), such
holders have agreed to tender all of their Old Notes in the offer.
All Old Notes held by the Company and its Affiliates will be
tendered in the offer.
About Exela Technologies LLC
Headquartered in Irving, Texas, Exela Technologies --
www.exelatech.com -- is a global provider of transaction processing
solutions, enterprise information management, document management
and digital business process services.
Exela reported a net loss of $415.58 million in 2022, a net loss of
$142.39 million in 2021, and a net loss of $178.53 million in 2020.
As of Dec. 31, 2022, the Company had $721.91 million in total
assets, $1.53 billion in total liabilities, and a total
stockholders' deficit of $807.59 million.
Detroit, Michigan-based KPMG LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April 3,
2023, citing that the Company has a history of net losses, net
operating cash outflows, working capital deficits, significant cash
payments for interest on long-term debt, and significant current
maturities of long-term debt that raise substantial doubt about its
ability to continue as a going concern.
FIRSTENERGY TRANSMISSION: S&P Affirms 'BB+' Unsecured Debt Rating
-----------------------------------------------------------------
S&P Global Ratings affirmed its ratings on FirstEnergy Transmission
LLC (FET), including its 'BBB-' issuer credit rating, and 'BB+'
senior unsecured debt rating.
The positive outlook on FET reflects the positive outlook on parent
FirstEnergy Corp.
S&P assesses FET's business risk profile as excellent. Underpinning
the company's business risk profile is its low-risk, rate-regulated
electric transmission operations and effective management of
regulatory risk under the Federal Energy Regulatory Commission's
(FERC) highly supportive regulatory rate construct. This is
exemplified by FET's ability to earn a cash return on construction
work in progress, recover abandoned plant costs for certain
projects, and have rates set prospectively with annual true-ups.
S&P said, "We revised our assessment of FET's financial risk
profile downward to significant from intermediate. This reflects
our expectation of modestly weaker financial measures primarily due
to robust capital spending. We now expect funds from operations
(FFO) to debt of about 12%-13%, reflecting the higher end of the
range of financial risk profile category. As such, we now ascribe a
positive comparable rating analysis modifier to the rating.
"We continue to evaluate the company's financial measures using our
low-volatility benchmark table, which primarily reflects the
company's low-risk electric transmission utility operations and
effective management of regulatory risk. Under our base case, we
assume capital spending of about $1 billion annually, continued use
of existing regulatory mechanisms, negative discretionary cash
flow, dividends in-line with company's current capital structure,
and the refinancing of all debt maturities.
"Our fair management and governance (M&G) assessment on FirstEnergy
and its subsidiaries, including FET, reflects the significant steps
FirstEnergy has taken to remediate the material weakness identified
in its internal controls. Since FirstEnergy announced the
termination of three executives in October 2020 following the
determination that they violated company policies and its code of
conduct, it has enhanced its internal controls and remediated the
material weaknesses its investigation identified. In addition, its
deferred prosecution agreement (DPA) with the Department of Justice
(DOJ) reduces risk for FirstEnergy. The DOJ will dismiss its
charges against FirstEnergy if FirstEnergy fully meets its
obligations under the agreement that ends in 2024, reducing risk
for FirstEnergy and its subsidiaries. Our M&G assessment lowers
FET's SACP by one notch.
"Under our group rating methodology, we assess FET as a
strategically important subsidiary of FirstEnergy.This reflects
FirstEnergy's previous sale of a 19.9% stake in FET to Brookfield
Super-Core Infrastructure Partners (Brookfield) as well as the
current sale outstanding to Brookfield for another 30% stake. While
we expect Brookfield to have certain rights related to its minority
stake, we expect FirstEnergy will continue to be the majority owner
of FET upon close of the additional 30% stake sale. As such, we
continue to view FET to be part of the FirstEnergy group. While FET
and its subsidiaries are successful utility operators, benefit from
a long-term commitment from FET, and are important to the company's
long-term strategy, we do not view FET as highly unlikely to be
sold, which precludes its group status from being more than
strategically important. Furthermore, we currently cap FET's rating
at 'bbb-', the group credit profile (GCP) on FirstEnergy, because
we do not believe there are sufficient insulating measures in place
that would allow us to rate FET higher than FirstEnergy's GCP."
The positive outlook on FET reflects the positive outlook on parent
FirstEnergy.
S&P could affirm the ratings on FET and revise the outlook to
stable over the next 12-24 months if it does the same to
FirstEnergy.
S&P could raise the ratings on FET over the next 12-24 months if we
do the same on FirstEnergy.
ESG credit indicators: E-2, S-2, G-4
S&P said, "Governance factors are a negative consideration in our
credit rating analysis of FET. Our assessment of the company's
governance primarily reflects our assessment of FE's governance,
which reflects its termination of its CEO, Chuck Jones, and other
executives for violating company policies and its code of conduct."
The company's lack of effective internal controls to proactively
identify such gross violations of its code of conduct demonstrates
a deficiency in its governance.
FORTNA GROUP: $1.47B Bank Debt Trades at 17% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Fortna Group Inc is
a borrower were trading in the secondary market around 83.3
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.47 billion facility is a Term loan that is scheduled to
mature on November 1, 2029. The amount is fully drawn and
outstanding.
Fortna Group, Inc., headquartered in Atlanta, Georgia, is the
parent company for Fortna and Deliver Buyer, also known as Material
Handling Systems. Fortna provides design services and
cost-effective solutions, powered by Fortna Warehouse Execution
Software (WES), that optimize distribution and fulfillment for
speed and accuracy. MHS designs, engineers, manufactures, and
installs turnkey material handling automation solutions for parcel,
distribution & fulfillment, eCommerce, manufacturing and other
industries.
FRANKLIN STREET: Moody's Cuts CFR & Senior Unsecured Bond to B3
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and senior unsecured rating of Franklin Street Properties Corp. to
B3 from Ba3. In the same rating action, Moody's downgraded Franklin
Street's Speculative Grade Liquidity rating to SGL-4 from SGL-3.
The outlook remains negative.
The downgrades reflect the REIT's strained liquidity position with
significant debt maturities ($316 million including outstandings on
the unsecured revolver) coming due in 4Q 2024. The company's high
reliance on asset sales to repay upcoming debt is also challenging
amid a slower transaction market, particularly for non-trophy, or
older office buildings with leasing challenges. High office vacancy
rates in Franklin Street's primary operating markets and higher
interest rates are contributing to negative free cash flow and
pressuring property prices.
Governance risk is a key factor in the rating action reflecting the
execution and financing risks as the company's liquidity position
is highly reliant on asset sales to repay debt amid a difficult
transaction environment. As a result, Moody's revised Franklin
Street's governance sub-factor score for financial strategy and
risk management to 4 from 3, the governance issuer profile score to
G-4 from G-3, and the credit impact score to CIS-4 from CIS-3.
Moody's took the following rating actions:
Downgrades:
Issuer: Franklin Street Properties Corp.
Corporate Family Rating, Downgraded to B3 from Ba3
Senior Unsecured Regular Bond/Debenture, Downgraded to B3 from
Ba3
Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-3
Outlook Actions:
Issuer: Franklin Street Properties Corp.
Outlook, Remains Negative
RATINGS RATIONALE
Franklin Street's B3 CFR reflects the REIT's limited scale with
$1.6 billion in gross assets as of March 31, 2023, rising office
vacancy rates in key markets, weak free cash flow and high reliance
on asset sales to address liquidity pressure from 2024 debt
maturities. The rating also reflects the company's conservative
leverage on an effective leverage and net debt to EBITDA basis, and
a fully unencumbered portfolio that provides some flexibility to
issue secured debt to help address operating needs and maturities.
Credit challenges include the company's weak occupancy trends,
which are declining and been below 80% since 1Q 2022. The portfolio
was approximately 73.9% leased as of March 31, 2023, down from
77.3% leased the same period a year ago. The operating environment
for office remains challenging as hybrid work continues to have an
impact on office demand. Moody's expects Franklin Street's
portfolio lease rate to continue to be pressured over the next
year, with any improvements due to new leasing activity offset by
management's disposition strategy that could entail selling better
leased assets in the portfolio.
The downgrade to SGL-4 from SGL-3 rating reflects negative free
cash flow and the REIT's reliance on external sources of
uncommitted capital to cover its debt maturities over the next 18
months. With the recent amendment of its unsecured credit facility,
the maturity date was extended to October 2024 from January 2024.
As of March 31, 2023, the outstandings on the revolver was $75
million. The REIT also amended its $165 million BMO Term loan,
which now matures on October 1, 2024. There was $125 million
outstanding on the term loan as of 1Q23. Franklin Street also has
$116 million of Senior A notes due on December 20, 2024. Franklin
Street had $10 million of cash as of March 31, 2023 and is reliant
on asset sales or access to new capital to address the maturities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects the current dislocation in the
capital markets for non-premium office properties and the
refinancing risks when considering Franklin Street Properties' debt
maturities and portfolio trends. The negative outlook also reflects
that liquidity pressure will increase as the debt maturities
approach if the company is not making substantive progress to
address the maturities.
A ratings upgrade would require stabilization and improvement in
occupancy and lease rates such that operating cash flow is
increasing. The company would also need to address maturities at a
manageable cash interest costs such that it maintains good
liquidity with a well-laddered debt maturity schedule.
A rating downgrade could occur if the company is unable to
stabilize occupancy rates or lease rates decline relative to
operating costs. A further deterioration in liquidity such as
challenges relating to addressing the 2024 debt maturities or
increased risk of a distressed exchange or other default could also
lead to a downgrade.
The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in September 2022.
Franklin Street Properties [NYSE: FSP] is a REIT headquartered in
Wakefield, MA. As of March 31, 2023, the REIT owned a portfolio of
real estate consisting of 20 office properties with the largest
clusters in Dallas-Fort Worth, Houston, Denver and Minneapolis.
GEORGE WESTON: Egan-Jones Retains BB+ Senior Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company, on May 23, 2023, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by George Weston Limited.
Headquartered in Toronto, Ontario, Canada, George Weston Limited,
often referred to as Weston or Weston's, is a Canadian holding
company.
GLORY INTERVENTION: Katharine Clark Named Subchapter V Trustee
--------------------------------------------------------------
The U.S. Trustee for Region 6 appointed Katharine Battaia Clark,
Esq., a partner at Thompson Coburn, LLP, as Subchapter V trustee
for Glory Intervention Center, Inc.
Ms. Clark will be paid an hourly fee of $495 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Clark declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Katharine Battaia Clark, Esq.
Thompson Coburn, LLP
2100 Ross Avenue, Ste. 3200
Dallas, TX 75201
972-629-7100
972-629-7171-fax
214-557-9180-mobile
Email: kclark@thompsoncoburn.com
About Glory Intervention
Glory Intervention Center, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No.
23-31038) on May 25, 2023, with $500,001 to $1 million in both
assets and liabilities.
The Debtor is represented by Eric A. Liepins, Esq., at Eric A.
Liepins, PC.
GORILLA CAR WASH: Scott Rever Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Scott Rever, Esq.,
at Genova Burns, LLC, as Subchapter V trustee for Gorilla Car Wash,
LLC.
Mr. Rever will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Rever declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Scott S. Rever, Esq.
Genova Burns, LLC
110 Allen Rd., Suite 304
Basking Ridge, NJ 07920
Phone: (973) 387-7801
Email: SRever@genovaburns.com
About Gorilla Car Wash
Gorilla Car Wash, LLC filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-14644) on May
30, 2023, with as much as $50,000 in assets and $1 million to $10
million in liabilities. Radames Luberza, managing member, signed
the petition.
Jenee Ciccarelli, Esq., at Ciccarelli Law, PC is the Debtor's
counsel.
HEALTHCHANNELS INTERMEDIATE: $385M Bank Debt Trades at 27% Off
--------------------------------------------------------------
Participations in a syndicated loan under which Healthchannels
Intermediate Holdco LLC is a borrower were trading in the secondary
market around 72.9 cents-on-the-dollar during the week ended
Friday, June 16, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $385 million facility is a Term loan that is scheduled to
mature on April 3, 2025. About $357 million of the loan is
withdrawn and outstanding.
Headquartered in Fort Lauderdale, Fla., HealthChannels provides
medical scribing services to hospitals and physician staffing
companies. HealthChannels is majority-owned by private equity firm
Vesey Street Capital Partners, LLC.
HERITAGE GROCERS: S&P Affirms 'B' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating to
Heritage Grocers Group LLC (HGG). At the same time, S&P affirmed
its 'B' issue-level rating and '3' recovery rating to the proposed
debt facilities. The '3' indicates its expectation for meaningful
(50%-70%; rounded estimate: 60%) recovery in the event of a payment
default.
S&P said, "The stable outlook reflects our view that the company
will maintain adequate liquidity as it invests in operational
improvements and store integration. We expect S&P Global
Ratings-adjusted debt to EBITDA of low-6x over the next 12
months."
HGG's acquisition of El Rancho complements the company's
Hispanic-focused specialty grocery business, although operations
will remain regionally concentrated. El Rancho is a Texas-based,
specialty grocery retailer. Its merchandising strategy and product
mix is comparable to HGG with a focus on the Hispanic demographic.
El Rancho currently operates 28 stores predominantly in Texas. S&P
expects the acquisition to close in fiscal 2023 and add about $915
million in annual revenue and about $82 million in annual reported
EBITDA. HGG will finance the transaction with a $460 million
addition to the term loan, an upsized revolver to $125 million, and
an additional $232 million in equity.
The combined company will operate 113 stores tailored to Hispanic
customers and offering products unavailable at larger supermarket
chains. S&P said, "We expect this strategy will drive foot traffic
in stores, given the increasing Hispanic population in the regions
HGG operates in. However, HGG's revenue base and geographic
footprint still lags peers such as Kroger, SEG Holdings, and
Walmart, which have a larger scale that allows them to capture
price advantages unavailable to smaller competitors such as HGG.
However, HGG's specialized product mix is unique to its customer
base and differentiates it from larger peers in the industry. That
said, we believe there are significant opportunities for HGG to
grow its store fleet given the increasing Hispanic population
within its regional footprint."
S&P said, "We expect profitability to improve over the next 18-24
months as the company integrates El Rancho. We forecast the
combined company will generate close to $3 billion in annual
revenue with S&P Global Ratings-adjusted EBITDA margin of mid-7%
for 2023. In addition, we believe profitability will improve by
around 60-80 basis points (bps) during 2024 as the company
leverages benefits from synergies and acquisition costs roll off.
That said, increased spending to cater a larger store base is
likely to modestly offset some margin expansion.
"We expect the company will expand its store fleet with new store
openings in the mid-single-digit percent range year over year. As a
result, we expect capital expenditures (capex) to rise to about
$100 million in 2024, which will suppress free operating cash flow
(FOCF). However, we still expect modestly positive FOCF in 2023 and
2024. We believe HGG will maintain adequate liquidity with support
from cash on hand and the recently upsized $125 million revolving
credit facility.
"We expect S&P Global Ratings-adjusted leverage of low-6x for 2023
given the issuance of additional term debt. We expect HGG to lower
leverage over time as acquisition costs roll off and it realizes
synergies. Absent further acquisitions, we forecast leverage
declining to low-5x in 2024. Furthermore, we expect interest
coverage of around 1.7x on an adjusted basis for 2023 and 2024. In
our view, the current inflationary environment will continue to
benefit the company's top-line revenue while its ability to pass on
cost increases to customers mitigates pressure on margins.
"We also view the company's majority ownership by private-equity
firm Apollo Global Management as a risk given our belief that
financial sponsors tend to employ debt to fund shareholder returns,
which could result in elevated leverage over the long term.
"Our stable outlook reflects our view that the combined company
will maintain adequate liquidity as it invests in operational
improvements and store integration. Furthermore, we expect S&P
Global Ratings-adjusted debt to EBITDA of low-6x over the next 12
months as the company integrates El Rancho.
"We could lower our rating if we expect FOCF will decline
meaningfully and S&P Global Ratings-adjusted debt to EBITDA will be
sustained above 6x after the acquisition."
S&P could raise its rating on the company if:
-- The company develops a positive earnings record,
including meaningfully positive FOCF generation while
growing its store fleet; and
-- S&P expects leverage sustained below 5x.
ESG credit indicators: E-2, S-2, G-3
HIGHPEAK ENERGY: Fitch Hikes LongTerm IDR to 'B', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded HighPeak Energy Inc.'s Long-Term Issuer
Default Rating (IDR) to 'B' from 'B-'. Fitch has also upgraded
HighPeak's senior secured reserve-based lending facility to
'BB'/'RR1' from 'BB-'/'RR1' and assigned 'B+'/'RR3' on its proposed
senior unsecured notes. The Rating Outlook is Stable.
HighPeak's rating reflects their Permian asset base with high
liquids exposure and high netbacks, solid drilling inventory of
economic locations, increased size and scale, leverage is forecast
to remain below 1.0x through the cycle based on the Fitch price
deck and have addressed the 2024 maturity wall. These factors are
partially offset by the company's small but increasing production
size and reserve replacement, continued utilization of its RBL
facility and its low 12-month hedge coverage, which leaves FCF
susceptible to market price fluctuations.
The Stable Outlook reflects Fitch's expectation of positive FCF
going forward which is expected to be used to reduce RBL drawings.
KEY RATING DRIVERS
Small but Increased Size: HighPeak's ratings reflect the company's
small but increased production size concentrated in the Northern
Midland basin. The company's asset base (approximately 113,600 net
acres) is in the Northern Midland basin in two large contiguous
blocks (approximately 63,200 and approximately 50,400 in Flat Top
and Signal Peak, respectively), with opportunity for 12,000+ foot
laterals. The assets are liquids-oriented with 37.2 thousand
barrels of oil equivalent per day (mboepd) at 1Q23 production with
approximately 94% liquids and approximately 85% oil. Management has
identified approximately 2,500 total locations at 4Q22, and
estimates 61.3 MMboe total proved developed reserves at FYE 2022.
Minimal legacy development allows HighPeak to utilize industry
learning to optimize development patterning and completion across
their delineated formations. Much of the Midland basin is
well-developed, particularly the Lower Spraberry and Wolfcamp A and
B zones, which supports expected well results. Fitch believes
HighPeak Energy's acreage is less de-risked than other companies,
and well results could vary across the region.
Execution Risk Around Growth Strategy: Fitch believes there are
execution risks associated with HighPeak's growth strategy albeit
slightly reduced as production is currently in the 40 mboepd range.
HighPeak has front loaded its 2023 capex in 1Q23 and plans to
reduce the rig count to two rigs from five rigs in June and have
reduced frac crews to two from four in April for the remainder of
2023 which is expected to result in quarter-on-quarter positive FCF
from 3Q23 forward. Exit production at 4Q22 was 39.9 mboepd, and
managements 2023 production guidance is between 45 mboepd and 51
mboepd.
HighPeak operates in Flat Top, which is in Northeastern Howard
County, and Signal Peak, which is in Southeastern Howard County.
These areas are less developed than Western Howard County; however,
performance to date has been strong driven primarily by HighPeak's
high liquids mix (94% liquids, 85% oil) which has been higher than
other counties in the Midland basin. Additionally, the Fitch
calculated netbacks of $69.91 at 4Q22 is higher than its peer
group. Fitch believes the current growth plan continues to be
aggressive, and an extended weakened pricing environment could
force HighPeak to pull back on its capital spending and
significantly slow down production growth.
Refinancing Risk Reduced with Near-Term Transition to Positive FCF:
Fitch believes the proposed refinancing of the 2024 notes and
partial repayment of the RBL facility is positive and reduces
near-term refinancing risk. Following the refinancing, HighPeak
will have approximately $435 million drawn under the increased
elected committed $660 million RBL facility. The expected
transition to positive FCF in 3Q23 going forward will assist in
debt reduction and further improve liquidity. Fitch notes that the
company is working through its strategic alternatives evaluation to
maximize shareholder value including a potential sale of the
company.
Overall, Fitch forecasts HighPeak to outspend cash flows in 2023
given the expected elevated capex levels. Fitch expects the company
will generate positive FCF in 2024 at Fitch's $70/bbl WTI price
assumption, which should allow for further repayment of the RBL
borrowing. Given the short-term nature of the company's rig
contracts, management could scale back its rig count to preserve
liquidity in a weakened oil price environment.
Limited Near-Term Hedge Book: Fitch believes HighPeak's current
hedge coverage leaves the company susceptible to weakening
commodity prices, especially given the current drawings under the
RBL facility. HighPeak's hedge program covers approximately 20% of
oil production for 2023, which decreases to approximately 15% of
oil production hedged for 2024.
The current notes require a minimum hedging for oil of 10 mbopd for
2023 and 10 mbopd for January-to-September 2024, which is in place.
HighPeak has used swaps and deferred premium puts as its hedging
strategy for 2023 and 2024 hedges.
Sub-1.0x Leverage Profile: Fitch forecasts HighPeak's leverage to
be approximately 1.0x in 2023 and remain under 0.7x for the
remainder of the forecasts. While the company is relatively new,
management has stated its priorities are balance sheet protection
and conservative financial policy, reinforced by equity
contributions to-date of approximately $760 million. Fitch expects
further deleveraging over time as the production profile grows, and
reduce outstanding borrowing under the RBL in the near term.
DERIVATION SUMMARY
HighPeak Energy is a relatively small, growth-oriented operator
with average daily production of approximately 37.2 mboepd in 1Q23
(2023 average production guidance range of 45-51 mboepd), which is
smaller than its Permian peers, Matador Resources Company
(BB-/Stable; 106.7 mboepd in 1Q23), Callon Petroleum
Company(B/Rating Watch Positive - following the announcement of the
Eagle Ford divestitures, equity issuance and Percussion Petroleum
II acquisition; pre-announcement 100.0 mboepd in 1Q23), Crownrock,
L.P. (BB-/Stable; 140.0 mboepd in 3Q22), SM Energy Company
(BB-/Stable; 146.4 mboepd in 1Q23) and Ranger Oil Corporation
(B-/RWP; 48.7 mboepd in 1Q23).
In terms of cost structure at FYE 2022, HighPeak's Fitch-calculated
unhedged cash netback of $69.91 per barrel of oil equivalent (boe;
82% margin) is stronger than its peers, Matador ($56.03/boe; 76%
margin), Callon Petroleum ($46.12/boe; 64% margin), SM Energy
($47.04/boe; 74% margin), CrownRock ($52.08/boe; 81% margin) and
Ranger Oil ($51.41/boe; 71% margin).
The company's forecast sub-1.0x leverage which is similar to its
peer group in terms of leverage.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- WTI oil price of $80/bbl in 2023, $70/bbl in 2024, $60/bbl in
2025 and $50/bbl thereafter;
- Henry Hub natural gas price of $3.50/mcf in 2023 and 2024,
$3.00/mcf in 2025 and $2.75/mcf thereafter;
- Continued above average production through organic growth over
the forecast period;
- Refinancing of the 2024 $475 million senior unsecured notes and
extension of the RBL to 2025 as planned;
- Annual capex of $1.05 billion in 2023 reducing towards $900
million in 2026;
- Near-term negative FCF funded with the RBL borrowings;
- Moderate opex efficiencies as production size increases, tempered
by increasing service cost environment from recent lows.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that HighPeak Energy would be
reorganized as a going-concern in bankruptcy rather than
liquidated.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
- Fitch assumed a bankruptcy scenario exit EBITDA of $370 million.
This GC EBITDA reflects Fitch's projections under a stressed case
price deck with a prolonged commodity price downturn ($65/WTI and
$2.00/mcf gas in 2023, decreasing to $32/bbl WTI and $2.25/mcf gas
in 2025).
- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch base the
enterprise valuation, which reflects the decline from current
pricing levels to stressed levels and then a partial recovery
coming out of a troughed pricing environment. Fitch believes that a
lower-for-longer price environment combined with continued
aggressive growth and consequent RBL-funded capital outspend and
liquidity erosion could pose a plausible bankruptcy scenario for
HighPeak.
- An EV multiple of 3.0x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
- The historical bankruptcy case study exit multiples for peer
companies ranged from 2.8x to 7.0x, with an average of 5.2x and a
median of 5.4x;
- The lower multiple takes into consideration HighPeak's
oil-weighted Midland Permian asset base, which has increased risk
since it is less developed.
Liquidation Approach
- The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors;
- Fitch considers valuations such as SEC PV-10 and M&A transactions
for each basin including multiples for production per flowing
barrel, proved reserves valuation, value per acre and value per
drilling location;
- The RBL is assumed to be 90% drawn upon default, with the
expectation that commitments would be reduced during a
redetermination. The RBL is senior to the senior unsecured notes in
the waterfall;
- The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' for the senior secured RBL facility
and 'RR3' for the proposed senior unsecured notes, which is
consistent with Fitch's Notching and Recovery Rating Criteria.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Consistent track record of reserve replacement and total
production above 70 mboepd;
- Transition to positive FCF generation that allows for reduced RBL
drawings and/or gross debt reduction;
- Proactive management of the capital structure that shows
sustained access to the capital markets and reduces refinancing
risks;
- Mid-cycle EBITDA leverage sustained below 2.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- Material reduction in liquidity and/or delay in transition to
positive FCF generation which limits the ability to repay gross
debt;
- Failure to extend the RBL in a timely manner;
- Failure to realize production growth resulting in production
sustained below 30 mboepd;
- Mid-cycle EBITDA leverage sustained above 3.0x.
LIQUIDITY AND DEBT STRUCTURE
Improving Liquidity: Fitch notes the improving liquidity following
the repayment of the $475 million senior unsecured notes and RBL
reduction with the proposed five-year $575 million senior unsecured
note. This extends the 2024 near-term notes maturity wall to 2028
along with reducing the drawings on the RBL facility. Fitch
believes the company's capital structure is appropriate given the
ramp up in size and scale, the expected positive FCF from 3Q23
onwards and the availability under the RBL facility.
Proforma the increase in borrowing base to $750 million with the
elected amount increasing to $660 under the RBL facility, and the
refinancing of the 2024 notes, HighPeak's liquidity consists of $48
million of cash on its balance sheet and expected availability of
approximately $225 million under the elected $660 million RBL
facility. The RBL is subject to a semi-annual borrowing base
redetermination and the Borrowing Base will increase to $750
million from 700 million and the elected amount will increase to
$660 million from $575 million following the refinancing. The
maturity will be extended until July 1, 2025. Overall, Fitch
believes the company will have the ability to reduce the RBL from
2H23 as the company shifts to positive FCF, continues to increase
in size and expand its reserve base through its development
program.
ISSUER PROFILE
HighPeak is an independent energy exploration and production
company operating in Howard County in the Northern Midland Basin of
the Permian in west Texas. Its assets consist of approximately
63,200 net acres in Flat Top and 50,400 acres at Signal Peak.
ESG CONSIDERATIONS
HighPeak has an ESG Relevance Score of '4' for energy management
that reflects the company's cost competitiveness and financial and
operational flexibility due to scale, business mix, and
diversification. These factors have a negative impact on the credit
profile and are relevant to the rating in conjunction with other
factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
HighPeak Energy
Inc. LT IDR B Upgrade B-
senior
unsecured LT B+ New Rating RR3
USD 575 mln
bond/note
31-May-2028 LT B+ New Rating RR3
senior
unsecured LT B+ Upgrade RR3 B
USD 225 mln
10% bond/note
15-Feb-2024
43114QAB1 LT B+ Upgrade RR3 B
USD 250 mln
10.625% bond/
note 15-Nov-2024
43114QAD7 LT B+ Upgrade RR3 B
senior secured LT BB Upgrade RR1 BB-
USD 700 mln
3.25% ABL
01-Oct-2025 LT BB Upgrade RR1 BB-
HIGHPEAK ENERGY: Moody's Assigns First Time B2 Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to HighPeak
Energy, Inc., including a B2 Corporate Family Rating, a B2-PD
Probability of Default Rating, a SGL-3 Speculative Grade Liquidity
Rating, and a B3 rating to its proposed $575 million 5-year senior
unsecured notes. The outlook is stable.
HighPeak is a publicly listed independent exploration and
production (E&P) company headquartered in Fort Worth, Texas. The
company holds over 113 thousand net acres in the Northern Midland
part of the Permian Basin in West Texas and produced approximately
37 thousand barrels of oil equivalent per day (boe/d) (85% oil) in
the first quarter of 2023. HighPeak intends to use the proceeds of
the proposed senior unsecured notes to repay outstanding
indebtedness and for general corporate purposes.
"The high oil content of HighPeak's production and a competitive
cost structure with a high degree of operational control drives
high cash margins and good capital efficiency" commented Thomas Le
Guay, a Moody's Senior Analyst. "However, the credit profile is
constrained by volatile cash flow, highly concentrated operations
and has high capital investment requirements".
Assignments:
Issuer: HighPeak Energy, Inc.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Speculative Grade Liquidity Rating, Assigned SGL-3
Senior Unsecured Global Notes, Assigned B3
Outlook Actions:
Issuer: HighPeak Energy, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
HighPeak's B2 CFR is supported by its production and reserve base
in the Permian's Midland Basin that benefits from high oil content
and a competitive cost structure, as well as a high degree of
operational control which underpins high cash margins and good
capital efficiency. The company's credit profile is constrained by
its high debt burden relative to production volume, geographically
concentrated operations in a less developed area of the Midland
basin and high volatility of the cash flow. HighPeak's strategy
entails significant capital spending to develop acreage and grow
oil production. The company will need to maintain a disciplined
approach to capital spending to meet its objective of generating
free cash flow in the second half of 2023.
The stable outlook reflects Moody's expectation that the company
will execute its development program while keeping operating costs
and capital spending under control and will start generating free
cash flow in the second half of 2023.
HighPeak has adequate liquidity, reflected in its SGL-3 rating. The
company will rely on its revolving credit facility to cover its
significant capital spending program in 2023. HighPeak's credit
facility matures in July 2025 and has a $750 million borrowing base
and $660 million of elected commitment. The company will utilize
around 30% of the committed availability through 2023. Financial
covenants include maximum total debt to EBITDAX of 3.0x and current
ratio of at least 1.0x. Moody's expects the company to have good
headroom under its covenants through 2024.
HighPeak's $575 million senior unsecured notes are rated B3, one
notch below the B2 CFR, given the significant size of the $660
million senior revolving credit facility, which is secured by a
first lien security interest on substantially all assets of the
company and its restricted subsidiaries in priority to the
unsecured notes. The notes are fully and unconditionally guaranteed
on a senior unsecured basis by all of HighPeak's subsidiaries that
are borrowers or guarantors under the secured revolving credit
facility. Moody's notes that if the committed borrowing capacity of
the revolver is increased or if the revolver is more heavily
utilized than anticipated, then the senior notes could be
downgraded.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following: Incremental debt
capacity subject to 2.0x fixed charge coverage ratio and 1.75x net
leverage. The credit agreement permits the designation of
unrestricted subsidiaries, up to the carve-out capacities. The
above are proposed terms and the final terms of the credit
agreement may be materially different.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS
CIS-4: Indicates the rating is lower than it would have been if ESG
risk exposures did not exist. HighPeak's high governance risk is
primarily driven by financial policy allowing for its elevated
leverage. There is a potential for carbon transition and
demographic & societal trend risk factors to cause greater future
negative credit impact over time, but there is limited credit
impact to date.
E-5: HighPeak's exposure to environmental risks is primarily driven
by very high carbon transition risk. Upstream companies will face
increasing pressure over time, particularly oil producers, as
decarbonization efforts and the transition towards cleaner energy
sources continue. The company also has highly negative exposure to
water management, given the water intensity of fracking operations,
and natural capital and waste and pollution risks that are in line
with Moody's view of the sector's exposure.
S-5: HighPeak's exposure to social risks reflects mounting
demographic and societal pressures. Growing public concern around
climate change, including air and water quality could lead to
stricter future regulations and higher costs. However, the
company's location in Texas, an energy-friendly state, minimize the
likelihood of a sudden and material increase in social and
regulatory pressures.
G-4: HighPeak's exposure to governance risks is primarily driven by
financial policy, with some risk related to leverage. The company's
financial policies, including debt financed acquisitions, have led
to a relatively high debt load which can lead to higher debt
burdens during periods of commodity price volatility. The company
remains exposed to risks related to its concentrated ownership by
the company's Chairman and CEO.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade would require consistent positive free cash flow
generation, growth in scale and reduction of debt, such that E&P
Debt / Average Daily Production declines below $10,000, as well as
maintaining adequate liquidity.
HighPeak could be downgraded should production volumes decline
materially, RCF/debt fall below 25%, or if liquidity deteriorates
significantly.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
HighPeak is a publicly listed independent exploration and
production (E&P) company headquartered in Fort Worth, Texas. The
company holds over 113 thousand net acres in the Northern Midland
part of the Permian Basin in West Texas and produced approximately
37 thousand barrels of oil equivalent per day (boe/d) (85% oil) in
the first quarter of 2023. HighPeak is beneficially owned at 81% by
its Chairman and CEO Jack Hightower.
HIGHWATER GROUP: Loses Access to Cash Collateral
------------------------------------------------
Highwater Group LLC and California Coastal Rural Development Corp.
advised the U.S. Bankruptcy Court for the Central District of
California, Northern Division, that they have reached an agreement
to terminate the Debtor's authorization to use cash collateral and
now desire to memorialize the terms of this agreement into an
agreed order.
In connection with the stipulation, the Debtor acknowledges and
agrees that:
1) The Debtor has defaulted on the terms of the prior court
order authorizing cash collateral access by failing to provide the
Creditor with a monthly profit and loss statement for its business
operations; and
2) The Debtor is no longer operating its business and
therefore has no further need for the use of cash collateral.
A copy of the stipulation is available at
https://urlcurt.com/u?l=PPde15 from PacerMonitor.com.
About Highwater Group
Highwater Group LLC filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Calif. Case No. 23-10245) on Jan. 30, 2023, with as much as
$500,000 in assets and $500,001 to $1 million in liabilities.
Judge Ronald A. Clifford, III oversees the case.
The Debtor tapped the Law Offices of Michael Jay Berger as
bankruptcy counsel.
California Coastal Rural Development Corp., as creditor, is
represented by Ralph P. Guenther, Esq., at Guenther Law Group.
HOSTESS BRANDS: Moody's Rates New $1.18-Bil. First Lien Loans 'B1'
------------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Hostess Brands,
LLC's proposed new $200 million first lien senior secured revolver
that expires in 2028 and new $985 million first lien senior secured
term loan due 2030. The company's existing ratings including the B1
Corporate Family Rating, B1-PD Probability of Default Rating, B1
ratings for its first lien senior secured credit facilities
(revolver and term loan) and positive outlook are not affected.
Proceeds from the new first lien term loan will be used to repay
the remaining $983 million balance on the existing first lien term
loan due 2025 as well as add $2 million of cash to the balance
sheet. The new $200 million revolver will replace the existing $100
million revolver due 2024. Moody's expects to withdraw the B1
rating on the existing revolver and term loan at the close of the
refinancing transaction if they are retired as anticipated.
The refinancing transaction is credit positive because it extends
the company's maturity profile with the next maturity being the new
revolver expiry in 2028. Hostess' liquidity will also be stronger
due to the revolver upsize. While Moody's doesn't expect the
company to utilize the revolver over the next 12-18 months, the
larger commitment provides more operational flexibility.
Moody's recently affirmed the B1 CFR and changed the outlook to
positive from stable on May 24, 2023. The B1 CFR and positive
outlook are not affected by the proposed transaction because there
is high event risk related to acquisitions and execution risk
related to further deleveraging in an increasingly challenging
macro environment. Hostess remains interested in expanding its
portfolio through acquisitions that would increase leverage,
involve integration risk and could alter business risk. The
potential drag on earnings from cost inflation and weaker consumer
demand related to a US economic slowdown could also lead to modest
upward pressure on leverage in 2023 though Hostess has thus far
executed well in the face of similar pressures during 2022 and
1Q23. Because Hostess is currently operating at the bottom end of
its 3-4x net leverage ratio target (based on the company's
calculation; 3.0x as of March 2023), Moody's anticipates that
leverage will ultimately move higher. If Hostess were to make an
acquisition similar to the size of Voortman, roughly $350 million,
Moody's estimates debt/EBITDA leverage (on a Moody's adjusted
basis) could go up to 4.5x assuming a similar pre-synergy
transaction multiple as historical transactions. This would be
nearly a full turn increase in leverage from the 3.5x debt/EBITDA
leverage for the last 12 month (LTM) period ended March 31, 2023.
Hostess has generated solid top line growth over the last few
years, with 12% revenue growth in 2021 followed by 19% revenue
growth in 2022. The company's revenue growth over this period was
driven by a combination of pricing and volume, supported by
positive indulgent snacking trends in the sweet baked goods
category and good execution on innovation and distribution. Revenue
growth slowed in the first quarter ended March 31, 2023 to 4%
compared to the prior year, with volumes declining 11%. The volume
decline largely reflected tough comps as the company benefitted
last year from supply chain disruption at competitors (volumes
increased 15% in 1Q22 compared to 1Q21). Moody's expects the
company's revenue to grow roughly 5% in 2023, driven by
pricing/mix, as volume growth will likely be flat. Moody's projects
the company's EBITDA (on a Moody's adjusted basis) to grow at a
high single digit rate in 2023. Inflationary and supply chain
challenges have negatively impacted the EBITDA margin since
mid-2021, but EBITDA (on a Moody's adjusted basis) still grew at a
12% CAGR from 2020 to the LTM period ended March 31, 2023 (compared
to 14% revenue CAGR), reflecting benefits of pricing actions,
volume growth, and productivity initiatives.
Moody's took the following rating actions:
Assignments:
Issuer: Hostess Brands, LLC
Senior Secured 1st Lien Bank Credit Facility, Assigned B1
As proposed, the new first lien credit facilities are expected to
provide covenant flexibility that if utilized could negatively
impact creditors. Notable terms include the following:
Incremental first lien debt capacity up to the greater of $300
million and 1.0x the LTM EBITDA, plus unlimited amounts subject to
pro forma first lien net leverage less than or equal to 4.25x (if
pari passu secured) with amounts incurred under the earlier
maturity sublimit excluded from such ratio calculation, providing
additional incremental capacity. Amounts up to the greater of $300
million and 1.0x the LTM EBITDA may be incurred with an earlier
maturity date than the initial term loan.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees subject to
protective provisions that do not permit a guarantor to be
automatically released solely as a result of the applicable
restricted subsidiary ceasing to be a wholly-owned subsidiary to
the extent (x) the applicable transfer of equity interests was to
an affiliate of the Borrower and (y) such transfer was not for a
bona fide business purpose; provided that, a bona fide business
purpose shall be conclusively established if 10% or more of the
equity interests of such subsidiary are transferred to a person
that is not an affiliate of the Borrower.
The credit agreement permits the transfer of assets to unrestricted
subsidiaries, up to the carve-out capacities, subject to "blocker"
provisions which restrict the transfer of the "Twinkies" trademark
and certain associated registrations and applications from any
Borrower or Guarantor to an unrestricted subsidiary and/or the
designation of any restricted subsidiary owning such IP as an
unrestricted subsidiary.
The credit agreement provides some limitations on up-tiering
transactions, including a prohibition on any amendment to the
senior facilities documentation to contractually subordinate the
obligations under the Facilities in right of payment or the liens
securing the obligations, subject to exceptions for (a) expressly
permitted debt, (b) DIP facilities (c) other indebtedness for
borrowed money so long as the opportunity to participate in such
indebtedness is offered ratably (on substantially the same terms,
other than bona fide backstop, arrangement or similar fees and
reimbursement of counsel fees and other expenses in connection with
the negotiation of the terms of such transaction) to each directly
and adversely affected Lender, or (d) indebtedness not incurred in
exchange for, or to refinance, any loans under the Facilities.
The proposed terms and the final terms of the credit agreement can
be materially different.
RATINGS RATIONALE
Hostess' B1 CFR reflects its moderate scale among consumer goods
companies, product concentration in the packaged sweet baked goods
category, and its strategy of growing through acquisitions that has
historically led to periodic increases in leverage. While the
company's net debt-to-EBITDA leverage target of 3.0x-4.0x (based on
the company's definition) creates some discipline around its
capital allocation strategy, Hostess typically increases leverage
above that range when acquiring companies, with the intent of
deleveraging back to its target thereafter. The company benefits
from well-known snack cake brands, high profit margins, very good
liquidity and solid free cash flow. Absent any material
acquisitions, Moody's expects the company to distribute cash to
shareholders in the form of share repurchases while reducing
debt/EBITDA leverage (on a Moody's adjusted basis) to 3.0x-3.5x
over the next 12 months, relatively in line with debt/EBITDA of
3.5x for the LTM period ended March 31, 2023. Because Hostess'
leverage is currently at the bottom end of the company's target
range (3.0x as of March 2023 based on the company's definition),
Moody's expects leverage to increase over the next few years
through acquisitions or other corporate actions.
Hostess' very good liquidity is supported by $194 million of
availability (net of $6 million outstanding letters of credit) on
its revolving credit facility and $103 million of cash on the
balance sheet as of March 31, 2023, pro forma for the upsize of the
revolving credit facility to $200 million and the refinancing
transaction. Given Moody's expectation of positive free cash flow
over the next twelve months, the company's revolving credit
facility is likely to remain undrawn over the next year. Moody's
projects free cash flow in 2023 to be lower than the $138 million
and $118 million that Hostess generated in 2021 and 2022,
respectively. Specifically, Moody's projects free cash flow of
$50-$100 million in 2023 due to a step up in capital spending
primarily related to the Arkadelphia, Arkansas capacity expansion
project. Also, 2022 free cash flow benefitted from $33 million of
insurance proceeds related to the Voortman acquisition. The
company's free cash flow should improve to greater than $150
million in 2024 as capital spending begins to normalize as the
Arkadelphia, Arkansas project is expected to be completed in the
second half of 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The positive outlook reflects that financial leverage has steadily
declined since the Voortman acquisition in 1Q20 when debt/EBITDA
leverage increased to roughly 5.5x (on a Moody's adjusted basis).
Debt/EBITDA has fallen to 3.5x for the LTM period ended March 31,
2023, with the deleveraging largely driven by earnings growth.
Deleveraging was further supported by the company's $100 million
prepayment of its existing term loan in 4Q22. The positive outlook
also reflects Moody's expectation that the company will continue to
generate earnings growth to further reduce leverage to 3.0x-3.5x
over the next 12 months absent acquisitions and refinance upcoming
maturities at an interest cost that will not materially reduce free
cash flow.
A rating downgrade could occur if operating performance
deteriorates, liquidity weakens, or the financial policy becomes
more aggressive. Quantitatively, a downgrade could also occur if
debt/EBITDA is not sustained below 5.5x.
A rating upgrade could occur if Hostess is able to sustain good
operating performance, successfully ramp up production in the
Arkadelphia bakery, and continue to grow scale and improve earnings
diversity. Hostess would also need to sustain debt/EBITDA below
4.0x and continue to generate meaningful annual free cash flow.
ESG CONSIDERATIONS
Hostess' CIS-4 indicates the rating is lower than it would have
been if ESG risk exposures did not exist. This reflects the weight
placed on Hostess' governance, including its high leverage for its
business profile, and its strategy of growing through acquisitions
that has historically led to periodic increases in leverage.
Environmental and social risks are present and are scored similarly
to other companies across the Packaged Food sector but overall are
lesser factors than the governance risks driving the CIS-4.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
COMPANY PROFILE
Headquartered in Lenexa, Kansas, Hostess develops, manufactures,
markets, and sells sweet snacks in the US under the Hostess brands
and in North America under the Voortman brands. Products include
snack cakes, donuts, sweet rolls, breakfast pastries, snack pies,
cookies, wafers, and related products. Well-known brands include
Hostess CupCakes, Twinkies, Ding Dongs, Zingers, Ho Hos, Coffee
Cakes, and Donettes, as well as a variety of Voortman branded
cookies and wafers. Revenue for the publicly-traded company was
approximately $1.4 billion for the twelve months ended March 31,
2023.
IAMGOLD CORP: Egan-Jones Retains B+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on May 17, 2023, maintained its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by IAMGOLD Corporation. EJR also withdrew its 'A3'
rating on commercial paper issued by the Company.
Headquartered in Toronto, Canada, IAMGOLD Corporation is a mid-tier
gold mining company.
IDAHO ALLERGY: Has Deal on Cash Collateral Access Thru Oct 2023
---------------------------------------------------------------
Idaho Allergy, LLC and JP Morgan Chase N.A. advised the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, that they have reached an agreement regarding the
Debtor's use of cash collateral and now desire to memorialize the
terms of this agreement into an agreed order.
The Debtor executed a Continuing Guaranty of seven loans of
Columbia Asthma & Allergy Clinic I. PC, to Chase. The Guaranty is
secured by all of the Debtor's assets under a Continuing Security
Agreement from Idaho Allergy LLC.
The Security interest was perfected by a UCC 1 Financing Statement
filed with the Office of the Idaho Secretary of State on March 6,
2020. The outstanding amount of the 27 guaranty is approximately
$1.8 million.
The parties agree that Chase has an interest in all of the Debtor's
assets.
Chase consents to the Debtor's continued use of cash collateral
through and including October 21, 2023, on the terms set forth
therein to pay for the necessary expenses outlined in the Debtor's
cash collateral budget.
As adequate protection, Chase will receive a replacement lien(s)
that is deemed valid, binding, enforceable, non-avoidable, and
automatically perfected, on all post-petition revenues of the
Debtor to the same extent, priority, and validity that its lien
attached to Chase's cash collateral. The scope ofthe Replacement
Lien is limited to the amount (if any) that the cash collateral
diminishes post-petition because ofthe Debtor's post-petition use
of the cash collateral.
The Debtor will remit adequate protection payments to Chase in the
amount of $1,000 per month, to be paid on or before July 1, 2023,
and continuing until further order of the Court regarding interim
and/or final use ofcash collateral, or the entry of an order
confirming the Debtor's plan of reorganization, whichever occurs
earlier:
a. The Debtor grants Creditor a valid, enforceable, fully
perfected, and unavoidable replacement lien on all of the Debtor's
assets or interests in assets acquired on or after the Petition
Date of the same types and categories that the Creditor had a lien
on or security interest in as of the Petition Date, including all
post-petition cash collateral;
b. The Debtor will continue to maintain business errors and
omissions operating insurance, and casualty insurance in the
amounts currently in place to protect the assets;
c. The Debtor will permit Chase Bank to inspect and conduct an
appraisal of its collateral upon reasonable notice. Chase may, in
its sole discretion, file such financing statements, notices of
liens or similar instruments to perfect said security interest and
are hereby relieved from the automatic stay to do so;
d. If the Debtor defaults in any of the conditions of adequate
protection, Creditor may provide the Debtor with written notice of
such default. The notice will also be filed with the Court and
served upon the U.S. Trustee, and any person requesting special
notice in the case. If the default has not been cured within 10
days after notice of default is mailed, the Debtor's right to use
the cash collateral will terminate.
A copy of the stipulation is available at
https://urlcurt.com/u?l=jvauLq from PacerMonitor.com.
About Idaho Allergy, LLC
Idaho Allergy, LLC applies the latest scientific and medical
advances to provide patient care and treatment for allergies,
asthma, and COPD. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12146) on
April 10, 2023. In the petition signed by Sanjeev Jain, chief
executive officer, the Debtor disclosed up to $50,000 in assets and
up to $10 million in liabilities.
Judge Deborah J. Saltzman oversees the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
represents the Debtor as legal counsel.
INEOS ENTERPRISES II: Fitch Gives BB+(EXP) Rating on New Term Loans
-------------------------------------------------------------------
Fitch Ratings has assigned INEOS Enterprises Holdings II Limited's
and INEOS Enterprises Holdings US Finco LLC's proposed seven-years
term loans B (TLB) expected senior secured ratings of 'BB+(EXP)'.
The facilities will be guaranteed by the same guarantors as
existing senior secured term loans, which includes the parent INEOS
Enterprises Holdings Limited (IE, BB-/Stable). The Recovery Ratings
on the instruments are 'RR2'.
The EUR650 million expected proceeds will mainly be used to
refinance all or a portion of the existing US dollar-denominated
TLB due in August 2026, to pay fees related to the transactions,
and to fund working capital and other general corporate purposes,
including acquisitions, repayment of the drawn portion of the
securitisation facility and repayment of existing indebtedness.
Fitch expects IE's EBITDA net leverage to remain between 2x and 3x
in 2023-2026 based on resilient earnings due to its
diversification, despite the challenging macro environment and
exposure to volatile energy prices in Europe. However, Fitch
believes that the expected increase in liquidity provided by the
contemplated transaction may lead to acquisitions that may affect
the group's business and credit profiles.
Fitch will assigns final ratings to the issuance upon receipt of
final documentation conforming to information already received.
KEY RATING DRIVERS
Diversification Supports Resilient Earnings: Strong performance in
pigments and composites continue to support IE's earnings in 2023
amid broad-based destocking in the chemical sector. This mitigates
weakness in solvents and chemical intermediates, which faced
volatile energy costs in Europe and increased competition from
lower-cost regions. Fitch expects EBITDA to fall to EUR410 million
in 2023 from EUR435 million in 2022, despite the consolidation of
INEOS KOH, due to declining earnings per ton from peak levels in
2022. The 17% like-for-like EBITDA decline is lower than its
expectation for most commodity chemical producers.
Leverage Peak in 2023: Fitch expect EBITDA net leverage to rise
slightly to 2.9x in 2023 due to EBITDA softening and steady net
debt given its expectation of slightly positive free cash flow
(FCF). While Fitch expects leverage to progressively decline to
2.3x in 2026 on EBITDA growth, Fitch believes that the company may
seize external growth opportunities that may impact leverage
metrics but also the group's business profile. The contemplated
transaction will provide extra liquidity but will also reduce
EBITDA interest coverage, which Fitch forecasts at about 3.8x on
average in 2023-2026.
Margin Disparity Across Portfolio: Fitch forecasts IE's pigments
and composites EBITDA margin to remain at the high levels of the
past three years, at about 28% and 19%, respectively. This
contrasts with lower and more volatile EBITDA margins in solvents,
which fluctuates between 6% and 20% over the years, and chemical
intermediates in low teens. INEOS KOH will reinforce the
contribution of higher-margin business of the pigments value
chain.
Moderate Scale, Niche Segments: IE's operations are dispersed
across small- to medium-scale plants with limited integration or
intra-group operational overlaps. With moderate albeit expanding
scale due to M&A-driven growth, the group holds leading positions
in certain niche markets, including among the top-two titanium
dioxide (TiO2) producers in the US and top-three global niche
positions in its composites business. It also has strong regional
leadership in most products.
Cyclical Exposure: Pigments, composites, solvents and intermediates
offer diversification across regions and markets. Diversification
provides earnings stability as medical and personal hygiene of
solvents offset pressures in the construction and automotive
markets of pigments and composites. While the group's markets are
diverse, Fitch identifies concentration, particularly in pigments
and composites, which jointly contribute roughly two-thirds of
consolidated EBITDA and are exposed to the construction market.
DERIVATION SUMMARY
IE, Ineos Group Holdings S.A. (IGH, BB+/Stable) and Ineos Quattro
Holdings Limited (BB/Stable) are independently managed subsidiaries
of INEOS Limited. All three companies have good operational,
regional and product diversification. Unlike IGH and Ineos Quattro,
IE has smaller scale and is only a regional leader in niche
chemical markets, but with modestly higher margins.
IE's direct pigments peer is US-based Kronos Worldwide, Inc.
(B+/Stable), which is twice as large in pigments by capacity but
with weaker margins and product concentration. Closest peers in
specialty chemicals are W. R. Grace Holdings LLC (B+/Negative),
H.B. Fuller Company (BB/Stable), and Ingevity Corporation
(BB/Stable), all medium-sized specialty producers with market
leadership in niche segments.
In the remaining two commoditised segments, IE's peers either
include much larger OCI N.V. (BBB-/Stable) with good regional and
product diversification, or similar-scale but single-site
petrochemical manufacturer, Petkim Petrokimya Holdings A.S.
(B/Negative).
IE's profitability during normal economic conditions combines an
EBITDA margin of 25% in TiO2, high teens in composites and low
teens in other areas, leading to an overall 14%-16% margin. This is
above that of H.B. Fuller, Petkim and Kronos, but lags other
chemical peers'.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
- Revenues declining by 11% in 2023, recovering to about EUR3
billion by 2026
- EBITDA in 2023 decreasing to slightly below 2021 levels, and
rebounding towards EUR500 million by 2025
- Capex averaging EUR123 million per year over 2023-2026
- Stable shareholder distributions to 2026, in line with previous
years'
RATING SENSITIVITIES
Factors That Could, Individually Or Collectively, Lead To Positive
Rating Action/Upgrade
- Significant improvement in scale or a record of more
conservative financial policies underpinning EBITDA net
leverage at below 2.0x on a sustained basis
Factors That Could, Individually Or Collectively, Lead To Negative
Rating Action/Downgrade
- Aggressive M&A or shareholder distributions leading to
EBITDA net leverage above 3.0x on a sustained basis
- Protracted market pressure translating into EBITDA
margins at below 14% on a sustained basis
LIQUIDITY AND DEBT STRUCTURE
Comfortable Liquidity: As of 31 March 2023, IE's cash balance stood
at EUR313 million. It has no revolving credit facility but
consistently maintains cash balances in excess of EUR250 million.
The contemplated transaction would provide additional liquidity to
seize external growth opportunities in a quick manner, and would
spread out maturities, which are currently concentrated in 2026.
ISSUER PROFILE
IE is a chemicals company that operates under the following
business segments: pigments, composites, solvents as well as
chemical intermediates. The company is an independently managed
subsidiary of INEOS Limited.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch excludes EUR81.5 million lease liabilities from financial
debt and reclassify EUR21.3 million amortisation of right of use
assets and EUR2.8 million lease-related interest expense as cash
operating costs.
Fitch excludes EUR276.8 million shareholder loan from financial
debt and reclassified the EUR100 million repayment of shareholder
loan to common dividend payment.
Fitch excludes EUR9.4 million non-recurring costs for the
calculation of EBIT and EBITDA.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating Recovery
----------- ------ --------
INEOS Enterprises
Holdings US
Finco LLC
senior secured LT BB+(EXP) Expected Rating RR2
INEOS Enterprises
Holdings II
Limited
senior secured LT BB+(EXP) Expected Rating RR2
INSTANT BRANDS: Moody's Lowers CFR to Caa3 Amid Chapter 11 Filing
-----------------------------------------------------------------
Moody's Investors Service downgraded Instant Brands Holdings Inc.'s
Probability of Default Rating to D-PD from Caa2-PD following the
company's announcement that it has filed for protection under
Chapter 11 of the US Bankruptcy Code[1] on June 12, 2023. At the
same time Moody's downgraded Instant Brands' Corporate Family
Rating to Caa3 from Caa2 and the company's senior secured first
lien term loan to Ca from Caa3. The outlook remains negative.
Downgrades:
Issuer: Instant Brands Holdings Inc.
Corporate Family Rating, Downgraded to Caa3 from Caa2
Probability of Default Rating, Downgraded to D-PD from Caa2-PD
Senior Secured 1st Lien Term Loan, Downgraded to Ca from Caa3
Outlook Actions:
Issuer: Instant Brands Holdings Inc.
Outlook, Remains Negative
RATINGS RATIONALE
Instant Brands has an unsustainable capital structure that left the
company with limited financial flexibility amid a challenging
operating environment with ongoing demand headwinds and constrained
liquidity. The company's Chapter 11 filing resulted in the
downgrade of Instant Brands' PDR to D-PD. The CFR and the rating on
the company's senior secured first lien term loan were downgraded
to reflect the default with the rating levels based on Moody's view
on potential recoveries. Subsequent to the rating action, Moody's
will withdraw all the ratings of Instant Brands Holdings Inc.
The negative outlook reflects that recovery values could weaken if
the company is unable to stabilize operating performance.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
Headquartered in Downers Grove, IL, Instant Brands Holdings Inc.
manufactures, designs and markets dinnerware, bakeware, kitchen
tools, range-top cookware, storage, and cutlery products. In March
2019, the company acquired Instant Brands, manufacturer of the
Instant Pot line of products. The company's most notable brands
include Corelle, Pyrex, Corningware, Snapware, Visions, Chicago
Cutlery, and Instant. The company markets its products primarily in
the US, Canada, and Asia-Pacific region and sells into several
channels including mass merchants, department stores, specialty
retailers and the Internet, among others. Instant Brands was
acquired by Cornell Capital in May 2017. Annual revenue is under $1
billion.
IRON MOUNTAIN: Egan-Jones Retains BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on May 23, 2023, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Iron Mountain Incorporated. EJR also withdrew its
'A2' rating on commercial paper issued by the Company.
Headquartered in Boston, Massachusetts, Iron Mountain Incorporated
is a storage and information management company.
J&C MAY PROPERTIES: Seeks to Hire Wooley Auctioneers
----------------------------------------------------
J&C May Properties LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Arkansas to employ Wooley
Auctioneers to sell its vehicles and trailers.
The firm will receive a 10 percent commission to be paid as a
buyer's premium and not out of the sales proceeds.
Brad Wooley of Wooley Auctioneers 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 at:
Brad Wooley
Wooley Auctioneers
8504 McArthur Dr.
North Little Rock, AR 72118
Tel: (501) 868-4877
About J&C May Properties
J&C May Properties, LLC is a dealer of building materials and
supplies in Mountain Vide, Ark.
J&C sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D. Ark. Case No. 22-12804) on Oct. 11, 2022, with between
$1 million and $10 million in both assets and liabilities. Contessa
May, a member of J&C, signed the petition.
Judge Richard D. Taylor oversees the case.
The Debtor is represented by Kevin P. Keech, Esq., at Keech Law
Firm, PA.
JACK IN THE BOX: Egan-Jones Retains B- Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company, on May 18, 2023, maintained its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by Jack in the Box Inc. EJR also withdrew its 'B'
rating on commercial paper issued by the Company.
Headquartered in San Diego, California, Jack in the Box Inc.
operates a chain of restaurants.
JND PROPERTIES: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------
Debtor: JND Properties, LLC
3625 Washington Pike
Bridgeville, PA 15017
Case No.: 23-21298
Business Description: JND is a developer of multi-family homes.
Chapter 11 Petition Date: June 15, 2023
Court: United States Bankruptcy Court
Western District of Pennsylvania
Debtor's Counsel: David Z. Valencik, Esq.
CALAIARO VALENCIK
938 Penn Avenue, 5th Fl.
Suite 501
Pittsburgh, PA 15222
Tel: 412-232-0930
Email: dvalencik@c-vlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph DeNardo as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/PUBU7QQ/JND_Properties_LLC__pawbke-23-21298__0001.0.pdf?mcid=tGE4TAMA
KCIBT HOLDINGS: Moody's Cuts CFR to Caa3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service downgraded KCIBT Holdings, L.P.'s
("CIBT") probability of default rating to D-PD from Caa2-PD,
following the company's latest amendment to its first and second
lien credit agreements. The amendments will extend the company's
debt maturities to 2026 from 2025, as well as extend its
amortization holiday and PIK period. The borrower of the company's
debt instruments is CIBT Global, Inc. CIBT is a Virginia-based
provider of third-party travel visa, passport, and immigration
logistics services for corporate clients worldwide.
Moody's considers the extensions a distress exchange and a default
under Moody's definition. The D-PD rating will be a temporary
assignment and the PDR will be changed to Caa3-PD after three
business days. Concurrently, Moody's downgraded the company's
corporate family rating to Caa3 from Caa2 based on the elevated
risk of default in the next 12-18 months. As part of this rating
action, Moody's assigned Caa2 ratings to the company's new first
lien debt instruments, including the $425 million term loan and $65
million revolving credit facility. Moody's also assigned a Ca
rating to the company's new $177 million senior secured second lien
term loan and $5 million term loan Last-Out. The outlook is
stable.
Governance risks including an aggressive financial policy and a
shareholder-friendly distressed exchange have negatively impacted
CIBT's credit profile and are a key consideration to the ratings.
Downgrades:
Issuer: KCIBT Holdings, L.P.
Corporate Family Rating, Downgraded to Caa3 from Caa2
Probability of Default Rating, Downgraded to D-PD from Caa2-PD
Assignments:
Issuer: CIBT Global, Inc.
Backed Senior Secured 1st Lien Term Loan, Assigned Caa2
Backed Senior Secured 1st Lien Revolving Credit Facility,
Assigned Caa2
Backed Senior Secured 1st Lien Term Loan, Last Out, Assigned Ca
Backed Senior Secured 2nd Lien Term Loan, Assigned Ca
Outlook Actions:
Issuer: CIBT Global, Inc.
Outlook, Remains Stable
Issuer: KCIBT Holdings, L.P.
Outlook, Remains Stable
RATINGS RATIONALE
On May 26, 2023, CIBT completed an amendment and extension of its
$425 million first lien term loan, $65 million first lien revolving
credit facility, $5 million first lien term loan last-out, and $177
million second lien term loan, substantially the entire capital
structure. The amendment also extended the amortization holiday and
the PIK period for five additional quarters through Q2 2024. Also
included in the first lien amendment is the revolving credit
facility springing covenant, now scheduled to restart in Q4 2024.
CIBT also amended its second lien term loan, extending its interest
waiver period through at least March 2025 and maturity to 2026 from
2025. Although the company was able to extend its debt maturity
profile, Moody's views the current capital structure as being
unsustainable, which may result in additional distress exchanges.
For fiscal year 2022, Moody's expects revenues to be approximately
60% of pre-COVID levels, underpinned by lower-than-expected visa
volumes and the delayed opening of large travel lanes, such as
Russia and China. Furthermore, the company's margins have being
negatively impacted by wage inflation, employee turnover, and the
ramp up in hiring and training in advance of higher volumes
expectation.
The company's Caa3 CFR reflects its very high and unsustainable
leverage, minimal cash flow generation, compressing margins, and
likelihood of additional distress exchanges. The rating also
reflects the company's very small revenue scale and acquisition
growth strategy in the travel and immigration services. Moreover,
CIBT's credit profile is constrained by the cyclicality of the
business travel market, which has been severely impacted following
the COVID pandemic. Enhancing its credit profile is the company's
strong market position, demonstrated by its proven ability of
managing complex document application and procurement processes in
the immigration and international travel segment. The company also
benefits from its longstanding customer relationships and very high
retention rates.
The Caa2 rating assigned to CIBT's senior secured first lien credit
facilities reflects the Caa3-PD PDR (changed from D-PD after three
business days) and considers the bank debt's priority claim on the
collateral and senior ranking in the capital structure relative to
CIBT's senior secured second lien debt.
The first lien term loan due May 2026 has no amortization through
Q2 2024. The maturities of the revolver and first lien term loan
have been extended to May 2026 as a result of the amendment.
The senior secured second lien credit facility, also extended to
December 2026, is rated Ca reflecting its subordinate lien on the
collateral. The company's $5 million term loan Last-Out is also
rated Ca reflecting its subordination towards the first lien debt.
The rated debts are guaranteed by CIBT Global, Inc.'s material
domestic subsidiaries and KCIBT Intermediate II, Inc., which is the
direct parent of CIBT Global, Inc.
CIBT's liquidity is considered weak marked by Moody's expectations
of low cash balances and minimal revolver availability. The
company's $65 million revolver due May 2026 was mostly drawn as of
the end of March 2023 ($58.5 million drawn). Moody's expects
minimal free cash flow generation in 2023. Liquidity is supported
by the highly PIK nature of the first and second lien term loans.
In addition, the company is not required to make scheduled
amortization payments on the first lien term loan through Q2 2024.
Given the business is not capital intensive, capital expenditures
are minimal and have been scaled back.
The stable outlook reflects Moody's expectations of slow progress
within the company's operations given the challenging environment
in the highly competitive and fragmented market for travel and
immigration services. The stable outlook also reflects Moody's
expectation of minimal free cash flow generation in the next 12-18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company's liquidity profile
was to improve, underpinned by sustained free cash generation and
good revolver availability. The ratings could also be upgraded if
the company's revenues normalize and debt-to-EBITDA to decrease to
sustainable levels.
The ratings could be downgraded if the company's revenue remains at
depressed levels, further deterioration of liquidity, and
likelihood of default became more imminent.
Headquartered in McLean, Virginia and controlled by affiliates of
private equity sponsor Kohlberg & Company, CIBT is a provider of
third-party travel visa, passport, and immigration logistics
services for corporate clients worldwide. The company operates in
two segments: travel services and immigration. Immigration
services, while smaller, now accounts for a much greater portion of
the revenue mix due to growth and it being less impacted by the
pandemic than travel visa has been. Revenue for the LTM December
2022 period is expected to approach approximately $140 million.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
KDC AGRIBUSINESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
KDC Agribusiness LLC (Lead Case) 23-10786
1545 US Highway 206
Suite 100
Bedminster NJ 07921
Do Good Chicken LLC 23-10788
Do Good Foods Facility Management LLC 23-10789
Do Good Foods Fort Wayne LLC 23-10790
Do Good Foods Managed Services LLC 23-10792
Do Good Foods Selma LLC 23-10793
KDC Agribusiness Fairless Hills LLC 23-10794
Do Good Foods LLC 23-10791
Business Description: KDC is a food waste recycler company.
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Craig T. Goldblatt
Debtors' Counsel: John H. Knight, Esq.
RICHARDS, LAYTON & FINGER, P.A.
920 North King Street
Wilmington DE 19801
Tel:(302) 651-7700
Email: knight@rlf.com
Debtors'
Financial
Restructuring
Advisor: ALIXPARTNERS, LLP
Debtors'
Investment
Banker: JEFFERIES LLC
Debtors'
Claims &
Noticing
Agent and
Administrative
Advisor: KURTZMAN CARSON CONSULTANTS LLC
Estimated Assets
(on a consolidated basis): $100 million to $500 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by David Buffa as general counsel and
corporate secretary.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/HDD2HKI/KDC_Agribusiness_LLC__debke-23-10786__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. California Safe Soil Litigation Contingent
4700 Lang Avenue Unliquidated
McClellan, CA 95652 and Disputed
Attn.: Dan Morash
Phone: (916) 539-5458
Email: dan.morash@calsafesoil.com
2. Foley & Lardner Professional $5,340,403
Washington Harbour Services
Washington, DC
20007‐5109
Attn.: Paul Monsees
Phone: (202) 672-5342
Email: pmonsees@foley.com
3. Torcon Inc Trade Debt $3,196,523
328 Newman Springs Road
Red Bank, NJ 07701
Attn.: Steven Franco
Phone: (732) 704‐9800 x219
Email: sfranco@torcon.com
4. Piper Sandler Professional $2,057,459
1144 15th St Services
Denver, CO 80202
Attn.: Matthew Rademacher
Email: Matthew.Rademacher@psc.com
5. Amentum Commercial Trade Debt $1,921,705
Operations, Inc.
20501 Seneca Meadows
Pkwy #300
Germantown, MD 20876
Attn.: Thomas Lumen
Phone: (321) 693‐4000
Email: thomas.luman@amentum.com
6. J.B. Hunt Transport, Inc Trade Debt $1,712,487
PO Box 98545
Chicago, IL 60693‐8545
Attn.: Graham Smith / Rodrick Reynolds
Phone: (484) 379-7268
Email: rodrick.o.reynolds@jbhunt.com
7. Allen Harim Foods LLC Trade Debt $614,321
29984 Pinnacle Way
Millsboro, DE 19966
Attn.: Brian Hildreth
Phone: (302) 628-6082
Email: brian.hildreth@allenharimllc.com
8. KPMG Professional $261,135
PO Box 120511, Dep Services
0511
Dallas, TX 75312
Attn.: Robert Chase
Phone: (401) 228-2238
Email: rchase@kpmg.com
9. Idaho Steel Products, Inc. Trade Debt $225,506
255 E. Anderson Street
Idaho Falls, ID 83401
Attn.: Shanna Huskinson
Phone: 208-522-1275
Email: shanna@idahosteel.com
10. Holland and Knight LLP Professional $148,284
PO Box 936937 Services
Atlanta, GA 31193
Attn.: Jennifer C. Whalen-Dennis
Phone: (813) 901-4180
Email account.services@hklaw.com
11. Faegre Drinker & Reath LLP Professional $119,636
600 E. 96th Street, Suite 600 Services
Indianapolis, IN 46240
ttn.: David Sifford
Email: RemittanceAdvice@faegredrinker.co
12. Tank Holding Corp/Bonar Trade Debt $79,360
Plastics
6940 O Street, Suite 100
Lincoln, NE 68510
Attn.: R Darnill
Phone: (402) 467-5221
Email: accounts_receivable@snydernet.com
13. Waste Management Utilities $76,287
PO BOX 4648
Carol Stream, IL
60197‐4648
Phone: (800) 642-8850
Email: RMCbankruptcy@wm.com
14. RSM Trade Debt $75,261
5155 Paysphere Circle
Chicago, IL 60674
Phone: (415) 848-5300
Email: remittanceadvice@rsmus.com
15. Chesapeake Trade Debt $72,619
Environmental Services LLC
29631 Foskey Lane
Delmar, MD 21875
Attn.: Amy Butler, Office Manager
Phone: (410) 742-2718
Email: amy@cesvac.com
16. Miller Environmental Trade Debt $70,092
Group Inc.
538 Edwards Avenue
Calverton, NY 11933
Phone: 877-253-5902
Email: AR@millerenv.com
17. 360 Public Relations Trade Debt $69,331
200 State St S6
Boston, MA 02109
Attn.: Josiana de Carvalho
Phone: (617) 585-5770
Email: JdeCarvalho@360pr.plus
18. Ample LLC Trade Debt $49,012
8 East 4th Street 2nd Floor
Cincinnati, OH 45202
Attn.: Becky Blank, CEO
Phone: (513) 315-8138
Email: invoices@helloample.com
19. Ameriblasts LLC Trade Debt $46,300
1010-1014 Branagan
Drive
Tullytown, PA 19007
Attn.: Joe Wagner
Phone: (215) 946-3762
Email: joe@ameriblasts.com
20. Fortnight Collective Trade Debt $45,000
1727 15th Street, Suite 200
Boulder, CO 80302
Attn.: Jen Jaffe
Email: jen.jaffe@fortnightcollective.com
KEANE GROUP: Moody's Puts 'B2' CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed Keane Group Holdings, LLC (a
subsidiary of NexTier Oilfield Solutions Inc., NexTier)'s ratings
on review for upgrade following the agreement reached to merge with
Patterson-UTI Energy, Inc. (Baa3 stable, Patterson-UTI). The
NexTier ratings on review include its B2 Corporate Family Rating,
B2-PD Probability of Default Rating, and B3 senior secured term
loan B rating. The outlook was also changed to rating under review
from stable.
NexTier Oilfield Solutions Inc. and Patterson-UTI reached an
agreement to combine in a merger of equals. The combined company
will have an enterprise value of approximately $5.4 billion. The
transaction is expected to close in the fourth quarter of 2023,
subject to regulatory approval and customary closing conditions.
"The combination is positive for NexTier given Patterson-UTI's much
stronger credit profile. NexTier's assets are complementary to
Patterson-UTI's and will help create a strong integrated drilling
and completions services company." said Thomas Le Guay, Moody's
Vice President and Senior Analyst.
On Review for Upgrade:
Issuer: Keane Group Holdings, LLC
Corporate Family Rating, Placed on Review for Upgrade,
currently B2
Probability of Default Rating, Placed on Review for Upgrade,
currently B2-PD
Senior Secured Bank Credit Facility, Placed on Review for
Upgrade, currently B3
Outlook Actions:
Issuer: Keane Group Holdings, LLC
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
NexTier's ratings were placed on review for upgrade based on its
owner NexTier Oilfield Solutions Inc.'s likely combination with
Patterson-UTI, which has a stronger credit profile and greater
financial resources.
Moody's expects NexTier's term loan to be fully paid off at
closing. Moody's will likely withdraw all of NexTier's ratings upon
full extinguishment of the company's rated debt. NexTier had
approximately $358 million of reported balance sheet debt
outstanding at March 31, 2023.
Keane Group Holdings, LLC (a wholly owned subsidiary of publicly
traded NexTier Oilfield Solutions Inc.), headquartered in Houston,
Texas, is a provider of oilfield services, primarily pressure
pumping, to oil and gas producers. Patterson-UTI, headquartered in
Houston, Texas, is an oilfield services company that primarily owns
and operates a large fleet of land-based drilling rigs in the
United States and a fleet of pressure pumping equipment.
The principal methodology used in these ratings was Oilfield
Services published in January 2023.
KEITH STRANGE: Court OKs Cash Collateral Access on Final Basis
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Arkansas,
Central Division, authorized Keith Strange LLC to use cash
collateral on a final basis in accordance with the budget.
The Debtor requires the use of cash collateral to meet its working
capital and business operation needs so it may continue to
operate.
On November 14, 2016, for value received, the Debtor executed and
delivered to Bayfirst Financial f/k/a First Home Bank a Note and
Security Agreement whereby the Debtor granted Bayfirst a security
interest in and to, inter alia, all of the Debtor's accounts and
accounts receivable.
On November 4, 2016, Bayfirst filed a UCC Financing Statement to
perfect its security interest in and to the Collateral, and on
September 15, 2021, Bayfirst filed a UCC Financing Statement
Amendment for the purpose of continuing its original UCC Financing
Statement.
The Court said in addition to the lump sum adequate protection
payment in the amount of $12,718 that Debtor paid to Bayfirst on
June 9, 2023, the Debtor will provide Bayfirst ongoing monthly
payments in the amount of $3,101 to be paid on the 1st day of each
month until the earliest of the confirmation of a proposed plan of
reorganization or liquidation, conversion of the case to a case
under Chapter 7, or dismissal of the case; provided, however, all
payments made by the Debtor to Bayfirst will be applied towards the
reduction of Bayfirst's claim against the Debtor.
A copy of the order is available at https://urlcurt.com/u?l=j1mSQa
from PacerMonitor.com.
About Keith Strange LLC
Keith Strange LLC provides storage and virtualization consulting
services for large customers throughout the US. It sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
E.D. Ark. Case No. 23-10357) on February 9, 2023. In the petition
signed by Keith Strange, manager, the Debtor disclosed up to
$50,000 in assets and up to $1 million in liabilities.
Judge Richard D. Taylor oversees the case.
Frank H. Falkner, Esq., at Dilks Law Firm, represents the Debtor as
legal counsel.
KIRBY CORP: Egan-Jones Retains BB Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on May 24, 2023, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Kirby Corporation. EJR also withdrew its 'A2' rating
on commercial paper issued by the Company.
Headquartered in Houston, Texas, Kirby Corporation operates a fleet
of inland tank barges.
KNS MIDCO: $557M Bank Debt Trades at 18% Discount
-------------------------------------------------
Participations in a syndicated loan under which KNS Midco Corp is a
borrower were trading in the secondary market around 82.5
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $557.0 million facility is a Term loan that is scheduled to
mature on April 21, 2027. About $532.6 million of the loan is
withdrawn and outstanding.
The Company's country of domicile is the United States.
LANNETT COMPANY: Exiting Chapter 11 Bankruptcy
----------------------------------------------
Lannett Company, Inc. is anticipated to emerge from bankruptcy
protection today, June 16, thus completing its Chapter 11
restructuring in about 45 days.
The U.S. Bankruptcy Court for the District of Delaware on June 8
entered Findings of Fact, Conclusions of Law, and Order (I)
Approving the Disclosure Statement for, and Confirming, the Amended
Joint Prepackaged Chapter 11 Plan of Reorganization of Lannett and
its debtor-affiliates. The Debtors expect that the effective date
of the Plan will occur once all conditions precedent to the Plan
have been satisfied. The Debtors added they expect to emerge from
bankruptcy no later than June 16.
The Plan provides that, among other things, on the Effective Date:
* holders of notes outstanding under the First Lien Indenture
will receive their pro rata share of 97% of both the common equity
interests of reorganized LCI and the financing facility -- Takeback
Exit Facility -- to be entered into by the reorganized debtors;
* lenders of the loans issued pursuant to the Second Lien Term
Loan Agreement will receive their pro rata share of 3% of both the
New Common Stock and the Takeback Exit Facility, as well as their
pro rata share of the Second Lien New Warrant Recovery;
* holders of an allowed General Unsecured Claim will either be
(a) reinstated or (b) paid in full in cash on the later of (i) the
Effective Date and (ii) the date on which such payment would
otherwise be due in the ordinary course of business in accordance
with the terms and conditions of the particular transaction giving
rise to such allowed General Unsecured Claim;
* holders of notes outstanding under the Convertible Notes
Indenture will receive their pro rata share of the New Warrants to
purchase up to 1.25% (pre-dilution) of the New Common Stock on same
terms as proposed for others under the Plan; and
* holders of existing equity interests and warrants will
receive no distribution.
As of April 28, 2023, the Company had 10,780,187 shares of common
stock issued and outstanding. On the Effective Date or the date on
which distributions are made pursuant to the Plan (whichever is
later), all outstanding equity interests in the Company will be
cancelled and holders of the common stock will not receive a
distribution on account of their equity interests.
About Lannett Co. Inc.
Founded in 1942, Lannett Company, Inc. -- http://www.lannett.com/
-- develops, manufactures, packages, markets and distributes
generic pharmaceutical products for a wide range of medical
indications.
Lannett Co. Inc. and certain affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10559) on May 3, 2023, before the Hon. Janet Kathleen
Stickles.
Lannett disclosed total assets of $334,624,000 and total
liabilities of $746,883,000 as of March 31, 2023.
The Debtor tapped KIRKLAND & ELLIS INTERNATIONAL LLP as bankruptcy
counsel; FOX ROTHSCHILD LLP as local counsel; FTI CONSULTING, INC.,
as financial advisor; and GUGGENHEIM SECURITIES, INC., as
investment banker. OMNI AGENT SOLUTIONS is the claims agent. C
STREET ADVISORY GROUP is the communications advisor.
The secured creditors are being advised by Sullivan & Cromwell LLP
as legal counsel and Houlihan Lokey Inc. as financial advisor.
LUCKY BUCKS: Moody's Lowers CFR to Ca & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service downgraded Lucky Bucks, LLC's probability
of default rating to D-PD from Caa3-PD. Lucky Bucks' corporate
family rating was downgraded to Ca from Caa3, and senior secured
revolver and term loan were each downgraded to Ca from Caa3. The
outlook was changed to stable from negative.
These actions follow the company's filing of a petition for relief
under Chapter 11 of the US Bankruptcy Code on June 8, 2023[1].
Subsequent to the actions, Moody's will withdraw Lucky Bucks'
ratings because of the company's bankruptcy filing.
Governance was considered a key driver of the rating action, as
ineffective risk controls and mitigants relating to the use of the
company's machines by location owners in a regulatory-compliant
manner severely constrained Lucky Bucks' ability to meet its debt
obligations as originally planned.
Downgrades:
Issuer: Lucky Bucks, LLC
-- Corporate Family Rating, Downgraded to Ca from Caa3
-- Probability of Default Rating, Downgraded to D-PD from Caa3-PD
-- Senior Secured 1st Lien Bank Credit Facility, Downgraded to
Ca from Caa3
Outlook Actions:
Issuer: Lucky Bucks, LLC
-- Outlook, Changed To Stable From Negative
RATINGS RATIONALE
The downgrade of the PDR to D-PD reflects the company's bankruptcy
filing. The Ca CFR and Ca senior secured ratings reflect Moody's
expectation that the majority of the company's secured debt will be
equitized as part of a recapitalization transaction.
Lucky Bucks, LLC is a Coin Operated Amusement Machine (COAM)
operator in the state of Georgia. COAMs are placed in high traffic
sites, such as convenience stores and gas stations, and provide
patrons with a slot-machine type gaming experience. Reported net
revenue for the 12 months ended September 30, 2022 was $90
million.
The principal methodology used in these ratings was Gaming
published in June 2021.
LUMEN TECHNOLOGIES: $5B Bank Debt Trades at 23% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Lumen Technologies
Inc is a borrower were trading in the secondary market around 76.6
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $5 billion facility is a Term loan that is scheduled to mature
on March 15, 2027. About $3.93 billion of the loan is withdrawn
and outstanding.
Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an
integrated communications company that provides an array of
communications services to large enterprise, mid-market enterprise,
government and wholesale customers in its larger Business segment.
The company's smaller Mass Markets segment primarily provides
broadband services to its residential and small business customer
base.
LUNYA COMPANY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lunya Company
1032 Broadway
Santa Monica CA 90401
Business Description: Lunya is a Los Angeles based brand selling
sleepwear through its own ecommerce site
(Lunya.co), 7 own-branded retail stores,
and certain select wholesale partners.
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
District of Delaware
Case No.: 23-10783
Judge: Hon. Brendan Linehan Shannon
Debtor's Counsel: Joseph C. Barsalona II, Esq.
PASHMAN STEIN WALDER HAYDEN, P.C.
1007 North Orange Street, 4th Floor, Suite #183
Wilmington DE 19801
Tel: 302-592-6497
Email: jbarsalona@pashmanstein.com
Debtor's
Claims &
Noticing
Agent: STRETTO, INC.
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Blair Lawson as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/KFDO7UQ/Lunya_Company__debke-23-10783__0001.0.pdf?mcid=tGE4TAMA
MAGENTA BUYER: $3.18B Bank Debt Trades at 23% Discount
------------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 77.5
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $3.18 billion facility is a Term loan that is scheduled to
mature on July 27, 2028. The amount is fully drawn and
outstanding.
Magenta Buyer LLC is a provider of cyber security software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MAGENTA BUYER: $750M Bank Debt Trades at 30% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Magenta Buyer LLC
is a borrower were trading in the secondary market around 70.1
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $750 million facility is a Term loan that is scheduled to
mature on July 27, 2029. The amount is fully drawn and
outstanding.
Magenta Buyer LLC is a provider of cyber security software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MEGNA TEMECULA HACIENDA: Case Summary & One Unsecured Creditor
--------------------------------------------------------------
Debtor: Megna Temecula Hacienda De Endar Inn, Inc.
8740 Winnetka Ave
Northridge, CA 91324
Business Description: The Debtor owns a single family residence
located at 35438 De Portola Road, Temecula,
Calif. valued at $3.3 million.
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-10842
Judge: Hon. Martin R. Barash
Debtor's Counsel: Mark T. Young, Esq.
DONAHOE YOUNG & WILLIAMS LLP
25152 Springfield Court, Ste. 345
Valencia, CA 91355-1081
Tel: 661-259-9000
Fax: 661-554-7088
Email: myoung@dywlaw.com
Total Assets: $3,302,843
Total Liabilities: $6,617,238
The petition was signed by Mahmund Ulkarim as president.
The Debtor listed Center Street Lending VIII SPE, LLC as its sole
unsecured creditor holding a claim of $3,317,238.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HKRUGEQ/Megna_Temecula_Hacienda_De_Endar__cacbke-23-10842__0001.0.pdf?mcid=tGE4TAMA
MEGNA TEMECULA: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: Megna Temecula Country Inn, Inc.
8740 Winnetka Ave
Northridge, CA 91324
Business Description: The Debtor owns a single-family residence
located at 41300 Berkswell Lane, Temecula,
Calif. valued at $3.1 million.
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-10843
Judge: Hon. Victoria S. Kaufman
Debtor's Counsel: Mark T. Young, Esq.
DONAHOE YOUNG & WILLIAMS LLP
25152 Springfield Court, Ste. 345
Valencia, CA 91355-1081
Tel: 661-259-9000
Fax: 661-554-7088
Email: myoung@dywlaw.com
Total Assets: $3,102,827
Total Liabilities: $6,636,973
The petition was signed by Mahmud Ulkarim as president.
The Debtor listed Center Street Lending VIII SPE, LLC as its sole
unsecured creditor holding a claim of $3,536,973.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HTJBBVY/Megna_Temecula_Country_Inn_Inc__cacbke-23-10843__0001.0.pdf?mcid=tGE4TAMA
MLCJR LLC: DIP Loan from BP Energy and ANB Wins Final OK
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized MLCJR LLC and its debtor-affiliates to
use cash collateral and obtain postpetition financing, on a final
basis.
In connection with the Chapter 11 filing, the Company has obtained
a commitment for $75 million of new money financing to fund ongoing
operations. Specifically, MLCJR obtained secured postpetition
financing in a principal amount not to exceed $345.2 million
consisting of:
(i) a new money term loan facility in the aggregate principal
amount of $75 million, $20 million of which was available upon
entry of the First Interim Order, an additional $30 million which
was available upon entry of the Second Interim Order, and the
remaining $25 million available upon entry of the Final Order;
(ii) subject to entry of the Final Order, a First Lien First
Out refinancing facility in the aggregate principal amount of up to
$220.2 million consisting of the Prepetition Swap Obligations and a
portion of the Prepetition Loan Obligations; and
(iii) subject to entry of the Final Order, a First Lien Second
Out refinancing facility in the aggregate principal amount of $50
million consisting of any remaining Prepetition Loan Obligations
that are not refinanced under the FLFO Refinancing Facility.
BP Energy Company and Amarillo National Bank are the lenders under
the DIP Facility. ANB serves as administrative agent and collateral
agent.
The DIP Facility matures through the earliest of (i) six months
after the Petition Date, (ii) the effective date of the Approved
Plan of Reorganization, (iii) the consummation of the Approved
Sale, (iv) the date of acceleration of the DIP Loans and
termination of the DIP Commitments upon and during the continuance
of an event of default under the DIP Facility, (v) 30 days after
the Petition Date, unless the Final DIP Order has been entered by
the Bankruptcy Court on or prior to such date, and (vi) the
Conditions Precedent to Closing are not satisfied on or before the
date that is 14 days after the Petition Date.
The DIP Documents will require compliance with milestones,
including without limitation:
(i) No later than the date that is five days after the
Petition Date, the Interim DIP Order will have been entered by the
Bankruptcy Court;
(ii) No later than the date that is seven days after the
Petition Date, the Debtors will have filed a motion, in form and
substance reasonably acceptable to the DIP Lenders, seeking final
approval of procedures governing the sale and marketing process for
substantially all of the Debtors' assets;
(iii) No later than the date that is seven days after the
Petition Date, the Debtors will have filed a motion seeking to
dismiss or transfer venue of the involuntary bankruptcy case (Case
No. 23-10734) filed against Cox Operating, L.L.C. in the United
States Bankruptcy Court for the Eastern District of Louisiana and
will have requested emergency consideration thereof by the
Louisiana Court;
(iv) No later than the date that is 14 days after the Petition
Date, the Closing Date will have occurred; and
(v) No later than the date that is 14 days after the Petition
Date, the Debtors will have obtained an order from the Louisiana
Court granting the Venue Motion, provided that in the event the
Louisiana Court does not consider the Venue Motion within 14 days
after the Petition Date, this Milestone will be deemed
automatically extended until the date that the Louisiana Court
considers and rules on the Venue Motion.
Pursuant to the ISDA Agreement, MLCJR and BPEC entered into one or
more transactions thereunder in connection with the Debtors'
offshore oil and gas exploration and production operations and the
Debtors' hedging of commodity prices in connection therewith. Prior
to the Petition Date, BPEC notified MLCJR of the occurrence of one
or more Events of Default and designated April 28, 2023 as the
Early Termination Date with respect to the Transactions. As of the
bankruptcy filing date, the Borrower and the guarantors under the
relevant Prepetition Intercreditor Agreement were indebted and
liable to the Prepetition Swap Party in the aggregate principal
Close-out Amount of not less than $157.9 million and Unpaid Amounts
of $32.336 million in accordance with the terms of the ISDA
Agreement and the Prepetition Intercreditor Agreement.
MLCJR and ANB, among others, are party to the Prepetition Loan
Agreement, pursuant to which ANB provided to MLCJR a revolving loan
facility with $80 million of maximum aggregate availability to the
borrower thereunder. As of the Petition Date, the Borrower and the
Prepetition Guarantors were indebted and liable to the Prepetition
Lender in the aggregate principal amount of not less than $80
million.
As adequate protection, the Prepetition Collateral Agent is granted
a valid, perfected replacement security interest in and lien upon
all of the DIP Collateral.
To the extent of the aggregate diminution in value of their
respective interests in the Prepetition Collateral from and after
the Petition Date, the Prepetition Collateral Agent is granted an
allowed superpriority administrative expense claim.
A copy of the order is available at https://urlcurt.com/u?l=KTJ6kQ
from PacerMonitor.com.
About MLCJR LLC,
Cox Operating et al.
Cox Operating L.L.C. -- https://coxoperating.com/ -- and several
affiliated entities including Cox Oil Offshore, L.L.C., Energy XXI
GOM, LLC, Energy XXI Gulf Coast, LLC, EPL Oil & Gas, LLC, M21K,
LLC, and MLCJR, LLC, a group of affiliated companies whose business
involves the extraction of offshore oil and gas in the Gulf of
Mexico. They are privately held entities indirectly owned by Cox
Investment Partners, LP, through Phoenix Petro Services LLC.
On May 12, 2023, certain trade creditors filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Cox
Operating (Bankr. E.D. La. Case No. 23-10734). The petitioning
creditors -- Keystone Chemical, LLC, et al. -- are represented by
the Slyvester Law Firm.
Cox Operating and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90328) on
May 14, 2023. The cases are jointly administered under In re MLCJR
LLC (Bankr. S.D. Tex. Lead Case No. 23-90324).
In the petitions signed by Craig Sanders, authorized person, the
Debtors disclosed up to $500 million in estimated assets and in
liabilities.
Judge Christopher Lopez oversees the Debtors' cases.
Lawyers at Latham & Watkins LLP and Jackson Walker LLP represent
the Debtor as legal counsel. Moelis & Company LLC, led by Bassam
J. Latif, its Managing Director, serves as the Debtors' investment
banker. Alvarez & Marsal North America, LLC, serves as financial
advisor, providing a chief restructuring officer to the Debtors.
Kroll Restructuring serves as claims and noticing agent.
Kelly Hart & Pitre LLP and Underwood Law Firm, P.C., serve as
counsel to Amarillo National Bank as Prepetition Lender and
Prepetition Collateral Agent.
Haynes and Boone LLP serves as counsel to BP Energy Company as
Prepetition Swap Party, and Houlihan Lokey, Inc. as its financial
advisor, and Looper Goodwine P.C. as its regulatory counsel.
MOUNTAINEER MERGER: $200M Bank Debt Trades at 18% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Mountaineer Merger
Corp is a borrower were trading in the secondary market around 82.4
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $200 million facility is a Term loan that is scheduled to
mature on October 22, 2028. About $0.0 million of the loan is
withdrawn and outstanding.
Mountaineer Merger Corporation, dba Gabe's, owns and operates
departmental stores.
MYOMO INC: All Five Proposals Passed at Annual Meeting
------------------------------------------------------
Myomo, Inc. held its Annual Meeting of Stockholders at which the
stockholders:
(1) elected Paul R. Gudonis and Thomas F. Kirk as Class III
directors of the Company to serve for a three-year term expiring at
the Company's annual meeting of stockholders in 2026 and until
their successors have been elected and qualified;
(2) approved in an advisory (non-binding) vote, the compensation
of the Company's named executive officers;
(3) approved the triennial frequency of advisory (non-binding)
votes on the compensation of the Company's named executive
officers;
(4) ratified the appointment of Marcum LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2023; and
(5) approved the adoption of Amendment No. 2 to the Myomo 2018
Stock Option and Incentive Plan which increases the shares
available to grant under the Amended 2018 Plan by 1,100,000.
On June 7, 2023, the Board of Directors adopted the recommendation
of stockholders to hold advisory (non-binding) votes on the
compensation of the Company's named executive officers every three
years. The next such vote will be held in conjunction with the
Company 2026 Annual Meeting of Stockholders.
About Myomo
Headquartered in Cambridge, Massachusetts, Myomo, Inc. --
http://www.myomo.com-- is a wearable medical robotics company that
offers expanded mobility for those suffering from
neurologicaldisorders and upper limb paralysis. Myomo develops and
markets the MyoPro product line. MyoPro is a powered upper limb
orthosis designed to support the arm and restore function to the
weakened or paralyzed arms of patients suffering from CVA stroke,
brachial plexus injury, traumatic brain or spinal cord injury, ALS
or other neuromuscular disease or injury.
Myomo reported a net loss of $10.72 million for the year ended Dec.
31, 2022, compared to a net loss of $10.37 million for the year
ended Dec. 31, 2021. As of March 31, 2023, the Company had $13.74
million in total assets, $4.10 million in total liabilities, and
$9.63 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated March
13, 2023, citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
NEXTIER OILFIELD: S&P Places 'B+' ICR on CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings placing all of its ratings on Houston-based
oilfield service providers NexTier Oilfield Solutions Inc.,
including its 'B+' issuer and 'BB' issue-level ratings, on
CreditWatch with positive implications to reflect the likelihood of
an upgrade following the close of the merger, which S&P expects to
be in the fourth quarter of 2023.
NexTier Oilfield and Patterson-UTI Energy Inc. announced they plan
to combine in an all-stock merger of equals.
S&P said, "The CreditWatch positive placement reflects the
likelihood that we will raise our ratings on NexTier to equalize
them with higher-rated Patterson-UTI, which will be the surviving
entity. We anticipate NexTier's existing debt, a $333 million term
loan due in 2025, will be repaid at or around the time of the deal
close.
The merger is an all-stock transaction that will result in a
combined company enterprise value of about $5.4 billion, as of the
time of the deal announcement. Existing NexTier shareholders will
own about 45% of the combined company, while Patterson-UTI
shareholders will own about 55%. The company will be the
second-largest North American pressure-pumping provider based on
the horsepower of the combined fleet.
The transaction has been approved by each company's board of
directors and remains subject to regulatory and shareholder
approvals.
Assuming the transaction is completed as proposed and there are no
material changes to our current operating assumptions or outlook,
S&P will raise the ratings on NexTier to equalize them with the
ratings on Patterson-UTI when the deal closes, which it expects to
occur in the fourth quarter of 2023.
NEXTPLAY TECHNOLOGIES: Receives Notice of Noncompliance from Nasdaq
-------------------------------------------------------------------
NextPlay Technologies, Inc. announced it received a notification
letter from the Listing Qualifications Department of The Nasdaq
Stock Market LLC stating the Company was not in compliance with
Nasdaq Listing Rule 5250(c)(1), as a result of not having timely
filed its Annual Report on Form 10-K for the fiscal year ended Feb.
28, 2023.
The Nasdaq notification letter has no immediate effect on the
listing of the Company's common stock on The Nasdaq Capital Market.
The Nasdaq notification letter provides the Company 60 calendar
days from the date of the notification, or until Aug. 7, 2023, to
submit a plan to Nasdaq to regain compliance with Nasdaq Listing
Rule 5250(c)(1). If the plan is accepted, Nasdaq may grant an
exception of up to 180 calendar days, or until Nov. 27, 2023, for
the Company to regain compliance. If the Company does not regain
compliance within the allotted compliance period, including any
exception period that may be granted by Nasdaq after submission of
a plan to regain compliance, if applicable, Nasdaq will provide
notice that the Company's common stock will be subject to
delisting. The Company would then be entitled to appeal that
determination to a Nasdaq hearings panel under Nasdaq Listing Rule
5815(a).
There can be no assurance that the Company will regain compliance
with Nasdaq Listing Rule 5250(c)(1), secure an exception of 180
calendar days from the Annual Report on Form 10-K's due date to
regain compliance, or maintain compliance with other Nasdaq listing
requirements.
About NextPlay Technologies
NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.)
-- nextplaytechnologies.com -- is a technology solutions company
offering games, in-game advertising, crypto-banking, connected TV
and travel booking services to consumers and corporations within a
growing worldwide digital ecosystem. NextPlay's engaging products
and services utilize innovative AdTech, Artificial Intelligence and
Fintech solutions to leverage the strengths and channels of its
existing and acquired technologies.
NextPlay reported a net loss of $40.41 million for the year ended
Feb. 28, 2022, compared to a net loss of $1.63 million for the
period from March 6, 2020 to February 28, 2021. As of Nov. 30,
2022, the Company had $103.85 million in total assets, $57.90
million in total liabilities, and $45.95 million in total
stockholders' equity.
Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated June 17, 2022, citing that the Company has suffered recurring
losses from operations and has stockholders' deficit that raise
substantial doubt about its ability to continue as a going concern.
NIGHTMARE GRAPHICS: Unsecureds Will Get 6.2% in Subchapter V Plan
-----------------------------------------------------------------
Nightmare Graphics, Inc. filed with the U.S. Bankruptcy Court for
the District of Maryland a Subchapter V Plan dated June 12, 2023.
The Debtor is a Maryland corporation that provides a one stop shop
for all of its client's apparel decoration, promotional products
and signage needs.
COVID-19 caused a severe curtailing in Nightmare Graphics'
business, especially with the Debtor's government clients. Because
of this decrease in the Debtor's business, it was forced to take
out several merchant loans. The payments on those loans were
crippling the Debtor's business, which is what precipitated the
filing of the present Chapter 11 case.
Beginning in January 2023, the Debtor's business began to increase
and continued to increase to the point where its April 2023 revenue
was essentially at pre-Covid levels. This increase was caused both
by customers, especially the Debtor's government clients,
returning, and the development of several new client relationships
that have placed significant orders.
The Debtor anticipates that this increase in its business will
continue through the term of the Plan.
Class 9 consists of General Unsecured Creditors. The General
Unsecured Creditors consist of the IRS ($4,241.91), ML Factor, Fox
Business Solutions, Advance Business Systems & Supply Company,
American Express, Bank of America, Broadview Networks, CAP America,
CCP Industries, Convergent, Cutter & Buck, On Deck Capital, and
Xpres LLC. After payments of Classes 1-7, Class 8 will receive a
prorata share of all actual disposable income of the Debtor. The
allowed unsecured claims total $196,000. This Class will receive a
distribution of 6.2% of their allowed claims.
The sole source of funds for the Plan will be revenue from the
Debtor's business.
Beginning thirty days after the Effective Date and during the term
of this Plan, the Debtor shall submit the disposable income (or
value of such disposable income) necessary for the performance of
this plan to the creditors (the "Creditors") directly and shall pay
the Creditors the sums set forth herein. Should the plan not be
confirmed as a consensual plan ("Nonconsensual"), the Debtor shall
submit its disposable income to the Subchapter V Trustee (the
"Trustee") and shall pay the Trustee the sums set forth herein and
the Trustee will make quarterly distributions to creditors.
The Effective Date of this this Plan begins on the date of
Confirmation and the term of the Plan ends on the 60th month
subsequent to that date.
A full-text copy of the Subchapter V Plan dated June 12, 2023 is
available at https://urlcurt.com/u?l=MB2EgI from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Michael P. Coyle, Esq.
The Coyle Law Group
7061 Deepage Drive, Ste. 101B
Telephone: (443) 545-1215
Email: mcoyle@thecoylelawgroup.com
About Nightmare Graphics, Inc.
Nightmare Graphics, Inc. is a Maryland corporation that provides a
one stop shop for all of its client’s apparel decoration,
promotional products and signage needs. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Md. Case No. 23-11647) on March 12, 2023. In the petition signed by
Robert Andelman, owner, the Debtor disclosed up to $500,000 in
assets and up to $10 million in liabilities.
Judge Michelle M. Harner oversees the case.
Michael Coyle, Esq., at Coyle Law Group LLC, represents the Debtor
as legal counsel.
NOBILITY MANAGEMENT: Taps Levene Neale Bender Yoo as Counsel
------------------------------------------------------------
Nobility Management, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Levene, Neale,
Bender, Yoo & Golubchik, LLP as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor with regard to the requirements of the
bankruptcy court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Debtor;
b. advising the Debtor with regard to certain rights and
remedies of its bankruptcy estate and the rights, claims, and
interests of creditors;
c. representing the Debtor in any proceeding or hearing in the
bankruptcy court involving its estate unless the Debtor is
represented in such proceeding or hearing by a special counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtor in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of Levene's expertise or which is beyond its staffing
capabilities;
e. preparing or assisting the Debtor in the preparation of
reports and legal papers;
f. representing the Debtor with regard to obtaining use of
debtor-in-possession financing or cash collateral;
g. assisting the Debtor in any asset sale process;
h. assisting the Debtor in negotiation, formulation,
preparation and confirmation of a plan of reorganization; and
i. performing other services related to the Debtor's Chapter 11
bankruptcy case.
The firm's hourly rates are as follows:
Attorneys $350 to $690
Paraprofessionals $295
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtors agreed to pay the firm a retainer of $100,000.
David Golubchik, Esq., a partner at Levene, disclosed in a court
filing that her firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David B. Golubchik, Esq.
Levene, Neale, Bender, Yoo & Brill, LLP
10250 Constellation Blvd., Ste. 1700
Los Angeles, CA 90067
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
Email: dbg@lnbyb.com
About Nobility Management
Nobility Management, LLC, a company in Calabasas, Calif., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 23-10657) on May 15, 2023, with $1
million to $10 million in both assets and liabilities. Judge Martin
R. Barash oversees the case.
David B. Golubchick, Esq., at Levene, Neale, Bender, Yoo &
Golubchik, LLP is the Debtor's legal counsel.
NORTHERN CONTRACTORS: Cash Collateral Access OK'd Thru June 29
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized Northern Contractors, LLC to use cash collateral on an
interim basis in accordance with the budget, with a 15% variance,
through June 29, 2023.
The Debtor is authorized to use cash for the purposes of satisfying
pre-petition payroll obligations and associated payroll taxes and
insurance for the Debtor's employees due June 16, 2023 for the
period of May 29 through June 5, which are wage claims entitled to
priority under 11 U.S.C. section 507(a)(4) and that payment is
necessary to avoid irreparable harm to the estate.
As adequate protection for the Debtor's use of the cash collateral
on an interim basis, the Court grants Itria Ventures, Inc, and
Prosperum Capital, LLC/Arsenal Funding replacement liens in the
Debtor's postpetition cash, accounts receivable and inventory, and
the proceeds of each of the foregoing, to the same extent and
priority as any duly perfected and unavoidable liens in cash
collateral held by the secured creditors as of the petition date,
to the extent that any cash collateral of the Secured Creditors are
actually used by the Debtor.
A final hearing on the matter is set for June 29 at 9:30 p.m.
A copy of the order is available at https://urlcurt.com/u?l=LNaePD
from PacerMonitor.com.
About Northern Contractors, LLC
Northern Contractors, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11047) on June
5, 2023.
In the petition signed by Rory Butler, managing member, the Debtor
disclosed up to $1 million in both assets and liabilities.
Judge Christopher M. Alston oversees the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., from
PacerMonitor.com.
NORTHERN CONTRACTORS: Michael DeLeo Named Subchapter V Trustee
--------------------------------------------------------------
The Acting U.S. Trustee for Region 18 appointed Michael DeLeo,
Esq., a partner at Peterson Russell Kelly Livengood, PLLC, as
Subchapter V trustee for Northern Contractors, LLC.
Mr. DeLeo will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. DeLeo 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 S. DeLeo
10900 NE 4th Street, Suite 1850
Bellevue, WA 98004
Phone: 425.462.4700
Email: Msdeleo-trustee@prklaw.com
About Northern Contractors
Northern Contractors, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash. Case No.
23-11047) on June 5, 2023, with $500,001 to $1 million in both
assets and liabilities. Judge Christopher M. Alston oversees the
case.
The Debtor is represented by Thomas D. Neeleman, Esq., at Neeleman
Law Group.
NORTHLAND POWER: S&P Rates 2023-A Green Subordinated Notes 'BB+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to
Northland Power Inc.'s (Northland) C$500 million, 9.25%
fixed-to-fixed rate green subordinated notes series 2023-A due June
30, 2083. The company will use the net proceeds from the offering
to fund various projects in its development pipeline.
S&P classifies the series 2023-A notes as having intermediate
equity content because of their subordination (will rank junior to
all existing and future senior indebtedness, including nonrecourse
debt at subsidiaries), permanence (60 years to maturity with no
ability to call before June 30, 2028, except under rating or tax
events), and optional deferability features (interest is deferable
for up to five consecutive years, with no limit on the number of
times deferral periods occur over the life of the instrument).
Consequently, when calculating Northland's credit ratios, we will
treat the issuance as 50% equity.
Although the green subordinated notes are due in 60 years, the
interest margin on them will increase by 25 basis points (bps) on
June 30, 2033 (year 10) and by 75 bps on June 30, 2048 (year 25).
S&P considers the cumulative 100-bp increase in 2048 as a material
step-up, which, in its opinion, could provide an incentive for
Northland to redeem the instrument at or after that time.
Therefore, S&P considers June 30, 2048, to be the effective
maturity date of the instrument.
In line with S&P's hybrid criteria, it will no longer recognize the
securities as having intermediate equity content after June 30,
2028, because the remaining term until their effective maturity
will be less than 20 years.
The 'BBB' long-term issuer credit rating and stable outlook on the
company are unchanged.
NORTHWEST SENIOR: PCO Susan Goodman Submits Seventh Report
----------------------------------------------------------
Susan Goodman, the patient care ombudsman, filed with the U.S.
Bankruptcy Court for the Northern District of Texas a seventh
interim report regarding the quality of patient care provided at
The Plaza Locations at Edgemere, a health care facility operated by
Northwest Senior Housing Corp.
In this interim reporting cycle, PCO remained engaged with clinical
and administrative site and resident council leadership, continued
to monitor monthly quality assurance/process improvement (QAPI)
data as it became available, and engaged in an introductory call
with operational leadership of the incoming management company.
The PCO did not schedule an additional site visit in this interim
reporting cycle in anticipation of the May 31 sale effective date.
While QAPI raw occurrence data varied slightly over the past
quarter, the PCO would describe the overall data trends as
consistent through the April 2023 data availability.
Compared to the PCO's last site visit, the reported census for the
third-floor nursing and skilled unit has been lower. While
anecdotal, leadership attributed some of the lower census to the
continued delays in exiting Chapter 11. Position turnover was also
noted as a contributing factor.
The PCO was satisfied that the incoming management company was
keenly aware of the preferred methods of patient/resident
electronic health record (EHR) data transfer to ensure care
continuity and minimize the necessity for manual process backstops.
Operationally, getting to the sale effective date is the trigger to
fully implement EHR transitions along with many other data
intensive pieces that touch on resident care.
At this report filing, the PCO's understanding is that an effective
date is anticipated mid-June. Based on her phone engagement with
leadership and resident council, the PCO will abstain from an
additional site visit unless the effective date slips
dramatically.
A copy of the seventh interim ombudsman report is available for
free at https://urlcurt.com/u?l=TdeuAY from Kurtzman Carson
Consultants, LLC, claims agent.
The Ombudsman may be reached at:
Susan N. Goodman, Esq.
Pivot Health Law, LLC
PO Box 69734
Oro Valley, AZ 85737
Tel: (520) 744-7061
Email: sgoodman@pivothealthaz.com
About Northwest Senior Housing Corp.
Northwest Senior Housing Corporation, doing business as Edgemere,
is a Texas non-profit corporation and is exempt from federal income
taxation as a charitable organization described under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended.
Northwest Senior Housing Corporation was formed for the purpose of
developing, owning and operating a senior living community now
known as Edgemere.
Northwest Senior Housing Corporation and its affiliates sought
Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No.
22-30659) on April 14, 2022. The petitions were signed by Nick
Harshfield, treasurer. At the time of the filing, Northwest Senior
Housing listed $100 million to $500 million in both assets and
liabilities.
Judge Michelle V. Larson oversees the cases.
Polsinelli, PC and FTI Consulting Inc. serve as the Debtors' legal
counsel and business advisor, respectively. Kurtzman Carson
Consultants, LLC, is the Debtors' notice, claims and balloting
agent and administrative advisor.
The official committee of unsecured creditors tapped Foley &
Lardner, LLP as legal counsel, and Ankura Consulting Group, LLC as
financial advisor.
Susan Goodman, Esq., at Pivot Health Law, LLC is the patient care
ombudsman appointed in the Debtor's case.
OECONNECTION LLC: $90M Bank Debt Trades at 17% Discount
-------------------------------------------------------
Participations in a syndicated loan under which OEConnection LLC is
a borrower were trading in the secondary market around 83.4
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $90 million facility is a Delay-Draw Term loan that is
scheduled to mature on September 25, 2026. About $50.6 million of
the loan is withdrawn and outstanding.
OEConnection LLC, controlled by affiliates of private equity
sponsor Genstar Capital, provides cloud-based SaaS software
solutions to automotive dealers, OEMs and auto repair/collision
shops, that allow them to efficiently identify, locate, and price
OE parts for the completion of repair services. OEC's product suite
also offers tools that facilitate the certification process for
dealers and repair shops that seek to become part of an OEM
network. The company generates the majority of its revenue in North
America and also operates in the United Kingdom.
PACKERS HOLDINGS: $1.24B Bank Debt Trades at 34% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Packers Holdings
LLC is a borrower were trading in the secondary market around 66.4
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.24 billion facility is a Term loan that is scheduled to
mature on March 9, 2028. The amount is fully drawn and
outstanding.
Packers Holdings, LLC, known as "PSSI", founded in 1972 and
headquartered in Kieler, Wisconsin, is a provider of contract
sanitation services to the food processing industry in the U.S. and
Canada.
PADAGIS LLC: Moody's Cuts CFR & Sr. Secured First Lien Debt to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Padagis LLC
including the corporate family rating to B2 from B1 and the
probability of default rating to B2-PD from B1-PD. Concurrently,
Moody's downgraded the ratings on the company's senior secured
first lien debt to B2 from B1. The outlook remains stable.
The ratings downgrade reflects meaningful deterioration in Padagis'
credit metrics, including debt/EBITDA increasing to above 6.0
times, on Moody's adjusted basis. The decrease in Padagis' topline
and profitability are largely the result of ongoing competitive
pricing pressure on the company's existing portfolio of products as
well as internal and external supply challenges. The company also
has elevated capital expenditures related to establishing
stand-alone operations from Perrigo.
Social and governance risk factors are material to the rating
action. Among social risk considerations are human capital and
demographic and societal trends, as reflected in internal and
external supply challenges faced by Padagis including labor
availability in the Minnesota manufacturing facility as well as
operational disruptions caused by delays in components delivery and
product shipments. Padagis' governance risks are driven by the
company's aggressive financial policies vis-à-vis very high
financial leverage, and recent track record of missing budget
forecasts, following separation from Perrigo.
Downgrades:
Issuer: Padagis LLC
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD
from B1-PD
Senior Secured 1st Lien Term Loan B, Downgraded to B2
from B1
Senior Secured 1st Lien Revolving Credit Facility,
Downgraded to B2 from B1
Outlook Actions:
Issuer: Padagis LLC
Outlook, Remains Stable
RATINGS RATIONALE
Padagis' B2 CFR reflects its high financial leverage of 6.2x for
the twelve months ended March 31, 2023, on Moody's-adjusted basis.
The rating is constrained by the company's modest absolute scale in
the highly competitive generic drug industry. Earnings
stabilization and deleveraging will be highly dependent on Padagis'
ability to resolve supply chain issues, and offset the price
erosion of existing products with commercial success from its
pipeline. Padagis benefits from its focus on smaller niche
products, which reduces its exposure to the earnings volatility of
a competitive generic pharmaceutical market. The company also
benefits from its position as one of the largest US manufacturers
of extended topicals, and good liquidity profile.
Moody's expects Padagis' liquidity will remain good over the next
12 months. Padagis' liquidity is supported by modest cash balance
of approximately $15 million at March 31, 2023. Moody's estimates
that the company will be modestly free cash flow positive over the
next 12 months, as the capital expenditures will remain elevated at
roughly $35 million. Padagis' liquidity profile is further
supported by a $100 million revolving credit facility due July
2026, which was undrawn as of March 31, 2023. Alternative sources
of liquidity are limited as substantially all assets are pledged.
Padagis' CIS-4 indicates the rating is lower than it would have
been if ESG risk exposures did not exist. This primarily reflects
governance risk (G-4) factors including those related to management
track record, and financial strategy and risk management, driven by
the company's aggressive financial policies vis-a-vis high
financial leverage and operating as a standalone entity after the
spinoff from Perrigo in 2021. It also reflects social risk (S-4)
exposures associated with demographic and societal trends arising
from the highly competitive generic drug industry and pressures on
reducing the cost of drugs as well as supply chain challenges.
The stable outlook reflects Moody's expectation that despite
operational headwinds and high financial leverage, resolution of
supply chain issues along with near-term product launches and costs
saving initiatives will lead to improvement in credit metrics over
the next 12 to 18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if Padagis' is unable to offset
base portfolio erosion, and operating results are weaker than
Moody's anticipates. Specifically, if debt/EBITDA is sustained
above 6.0x, or if the liquidity deteriorates, ratings could be
downgraded.
The ratings could be upgraded if Padagis can demonstrate a path to
achieving a sustainable base of earnings to support its debt and a
return to earnings growth. Additionally, Padagis would need to
sustain debt/EBITDA below 5.0x and maintain at least good liquidity
highlighted by consistently positive free cash flows, for the
ratings to be upgraded.
The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.
Padagis LLC, headquartered in Allegan, Michigan, is a manufacturer
of generic prescription drugs, with operations primarily in the US
and Israel as well. About 15% of sales are generated in Israel. For
the twelve months ended March 31, 2023, Padagis reported revenues
of approximately $796 million. Padagis is a portfolio company of
private equity firm Altaris Capital.
PALASOTA CONTRACTING: Wins Cash Collateral Access on Final Basis
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Palasota Contracting, LLC to use cash
collateral on a final basis, in accordance with the budget.
The Debtor requires the use of cash collateral to continue to
operate its business.
The Debtor is directed to make the authorized adequate protection
payment to Encore Bank, N.A. due for April in the amount of $18,000
and the authorized adequate protection due for May in the amount of
$18,000 by the earlier of: (1) within five business days of receipt
of the funds outstanding on the April 2023 draw for services
rendered to the City of Cameron; or July 15, 2023, and a subsequent
$18,000 adequate protection payment being due on the 30th or last
business day of each successive month beginning with June 30, 2023,
through the pendency of the Order unless an alternate payment date
is agreed upon by the parties.
The Debtor will make the authorized adequate protection payment to
Commercial Credit Group Inc. due May 30, 2023, by the earlier of:
(1) five business days of receipt of the funds outstanding on the
April 2023 draw for services rendered to the City of Cameron or (2)
July 15, 2023 with a subsequent $15,000 adequate protection payment
being due and on the 30th or last business day of each successive
month beginning with June 30, 2023 through the pendency of the
Order unless an alternate payment date is agreed upon by the
parties.
Encore Bank will be granted a senior post-petition replacement lien
on all new accounts, contract rights, and general intangibles from
and after the date of filing of the case, as further security for
the use of cash collateral, but only to the extent of the Debtor's
post-Petition use of the cash collateral. All liens and security
interests granted pursuant are deemed effective, valid, and
perfected as of the Petition Date -- to the extent the original
security interests of Encore Bank. were valid and perfected as of
the Petition Date -- without the necessity of filing or recording
by or with any entity of any documents or instruments otherwise
required to be filed or recorded under applicable non-bankruptcy
law.
To the extent of any diminution in value of the cash collateral,
Encore Bank will have an administrative expense pursuant to 11
U.S.C. section 507(b) in the Debtor's Chapter 11 Case and against
the Debtor's bankruptcy estates for the Debtor's use of cash
collateral to the extent of any diminution in the value of the cash
collateral and the administrative claims will have priority over
and above all other costs and expenses.
Commercial Credit Group will be granted a post-petition replacement
lien junior to Encore Bank on all new accounts, contract rights,
and general intangibles from and after the date of filing of the
case, as further security for the use of cash collateral, but only
to the extent of the Debtor's post-Petition use of the cash
collateral.
To the extent of any diminution in value of the cash collateral
securing said creditor, Commercial Credit Group will have an
administrative expense junior to Encore Bank.
Richard Lessner, as a secured party that is currently owed no debt
and otherwise junior in priority and time to the secured claims of
Encore Bank and Commercial Credit Group will be granted a
post-petition replacement lien junior to Encore Bank and Commercial
Credit Group, respectively, on all new accounts, contract rights,
and general intangibles from and after the date of filing of the
case.
These events constitute an "Event of Default":
(a) The Debtor's Chapter 11 Case is converted to a case under
Chapter 7 of the Bankruptcy Code or is dismissed or Encore Bank,
N.A. is granted relief from the automatic stay;
(b) The Court removes the Debtor as debtor-in-possession under
11 U.S.C. section 1181(a);
(c) Failure of Debtor to timely make any adequate protection
payment required under the Final Order without notice of any kind;
(d) Any default under, breach of or failure to comply with,
any provisions of the Final Order, which breach is not cured within
five business days after the Debtor's receipt of written notice
thereof.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=ga19c2 from PacerMonitor.com.
The Debtor projects $410,564 in total deposits and $318,300 in
total expenses for one month.
About Palasota Contracting, LLC
Palasota Contracting, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-31447) on April
24, 2023. In the petition signed by Ricky Palasota, Jr., president,
the Debtor disclosed up to $50,000 in assets and up to $50 million
in liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Kimberly A. Bartley, Esq., at Waldron and Schneider, LLP,
represents the Debtor as legal counsel.
Encore Banker, N.A., as lender, is represented by:
Michael Menton, Esq.
Settlepou
3333 Lee Parkway, Eighth Floor
Dallas, TX 75219
Telephone: 214-520-3300
Email: mmenton@settlepou.com
Commercial Credit Group, as lender, is represented by:
Patrick L. Hughes, Esq.
Re'Necia Sherald, Esq.
Haynes and Boone, LLP
1221 McKinney Street, Suite 4000
Houston, TX 77010
Telephone: (713) 547-2000
Email: patrick.hughes@haynesboone.com
Email: renecia.sherald@haynesboone.com
PARADOX RESOURCES: Cash Collateral Access, $235,970 DIP Loan OK'd
-----------------------------------------------------------------
Paradox Resources, LLC, et al sought and obtained entry of an order
from the U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, for authority to use cash collateral and secure a
second protective advance loan from Washington Federal Bank, N.A.
The Debtors continue to make good faith progress toward obtaining
post-petition financing. However, the Court's Utilities Order
requires the Debtors to deposit the Adequate Assurance Deposit in
an Adequate Assurance Account on or before June 14, 2023.
Given the Debtors' current cash position, there is an emergency
need to borrow funds sufficient to fund the Adequate Assurance
Deposit as approved by the Court. The Debtors' prepetition lender,
Washington Federal Bank, has agreed to make a protective advance to
fund the Adequate Assurance Account.
The Debtors is permitted to obtain $235,970 of senior secured,
postpetition financing on a superpriority basis from Washington
Federal Bank to fund the Adequate Assurance Deposit into the
Adequate Assurance Account.
The Debtors' DIP Obligations to the DIP Lender must be repaid in
full upon the earliest to occur of:
(i) the Debtors' obtaining subsequent post-petition financing
which primes the liens and secured claims of Washington;
(ii) the closing of a sale of substantially all of the Debtors'
assets; or
(iii) the effective date of a plan of reorganization in the
Chapter 11 Case.
Washington Federal Bank has agreed to the continued use of cash
collateral in accordance with the terms of the Court's Second
Interim Cash Collateral Order and the amended budget.
As adequate protection, the DIP Lender is granted automatically and
fully perfected security interests and first-priority liens.
The DIP Lender will also be granted an allowed superpriority
administrative expense claim pursuant to 11 U.S.C. section 364(c),
having priority over all administrative expenses specified in or
ordered pursuant to the Bankruptcy Code.
The final hearing on the matter is set for June 22, 2023 at 4 p.m.
A copy of the motion is available at https://urlcurt.com/u?l=bVbfMU
from PacerMonitor.com.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=vCiH2e from PacerMonitor.com.
The Debtor projects $516,248 in total receipts and $835,086 in
total operating disbursements for the two-week period ending June
25, 2023.
About Paradox Resources, LLC
Paradox Resources, LLC is an integrated energy company that now
owns multiple producing oil and gas fields.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90558) on May
22, 2023.
In the petition signed by CEO Todd A. Brooks, the Debtor disclosed
up to $100 million in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtor tapped Okin Adams Bartlett Curry LLP as legal counsel,
Stout Risius Ross, LLC as restructuring advisor, and Donlin, Recano
& Co., Inc. as notice, claims and balloting agent.
PATTERSON-UTI ENERGY: S&P Places 'BB+' ICR on CreditWatch Positive
------------------------------------------------------------------
S&P Global Ratings placed the 'BB+' issuer credit rating and senior
unsecured debt ratings on U.S.-based oilfield services company
Patterson-UTI Energy Inc. on CreditWatch with positive
implications.
S&P said, "The CreditWatch positive placement reflects the
likelihood that we will raise the ratings on Patterson one notch at
or about the close of the merger, which we expect in the fourth
quarter of 2023, assuming the transaction is completed as proposed
and there are no material changes to our operating assumptions."
On June 15, 2023, U.S.-based oilfield services company
Patterson-UTI Energy Inc. announced an all-stock merger with
NexTier Oilfield Solutions Inc.
S&P Global Ratings placed its ratings, including the 'BB+' issuer
credit rating, on Patterson on CreditWatch positive following the
announcement of its all-stock merger with NexTier. The transaction
will be completed via a merger of equals with NexTier shareholders
receiving 0.752 shares of Patterson common stock for each share of
NexTier common stock. Upon closing, Patterson's shareholders will
own about 55% of the combined company and NexTier's shareholders
the remaining 45%.
S&P expects to raise the issuer credit and senior unsecured debt
ratings one notch if the transaction closes as expected.
The transaction will strengthen Patterson's position as a leading
North American drilling and completions services provider, with
operations in the most active major U.S. basins, broadening its
scope, and increasing its market share in the highly competitive
pressure pumping sector. In addition to its 172 super-spec drilling
rigs (70% of which are tier 1), the combined entity will have 45
hydraulic fracturing fleets (up from 12currently), with 3.3 million
horsepower, of which nearly two-thirds are dual fuel capable.
However, pro forma for the transaction, Patterson will derive about
70% of its revenue from the more volatile pressure pumping segment,
historically characterized by large swings in demand and
overbuilding of equipment.
The combined company expects to realize annual cost savings and
operational synergies of about $200 million within 18 months of the
transaction close through operations integration, supply chain
management, and general and administrative expenses. The company
expects to incur a one-time charge of $80 million associated with
the transaction.
S&P expects the company's free cash flow profile to strengthen,
which along with debt reduction will improve its credit metrics.
S&P said, "On a pro forma basis, we estimate that Patterson's funds
from operations to debt will remain well above 100% and debt to
EBITDA to remain well below 1x for the next two years. We expect
the company to use its cash on hand and short-term borrowing on its
credit facility to repay NexTier's 2025 term loan ($333 million
outstanding as of March 31, 2023). We also anticipate that
Patterson's discretionary cash flow to debt will exceed 25% in both
2023 and 2024."
S&P expects Patterson to maintain a disciplined financial policy.
The combined company intends to continue distributing at least 50%
of free cash flow to shareholders through dividends and share
repurchases. While S&P anticipates higher shareholder rewards given
stronger cash flow on a combined basis, it believes distribution
will remain within free cash flow.
S&P said, "The positive CreditWatch reflects the likelihood that we
will raise the ratings on Patterson by one notch at or about the
close of the merger, assuming the transaction is completed as
proposed and there are no material changes to our operating
assumptions. We expect the transaction to close in the fourth
quarter of 2023, subject to regulatory and shareholder approvals."
PEACHSTATE PEDALING: Tamara Miles Ogier Named Subchapter V Trustee
------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Tamara Miles Ogier, Esq.,
at Ogier, Rothschild & Rosenfeld, PC, as Subchapter V trustee for
Peachstate Pedaling, LLC.
Ms. Ogier 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. Ogier declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Tamara Miles Ogier, Esq.
Ogier, Rothschild & Rosenfeld, PC
P.O. Box 1547
Decatur, GA 30031
Phone: (404) 525-4000
Email: tmo@orratl.com
About Peachstate Pedaling
Peachstate Pedaling, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-55307) on June 6, 2023, with $50,001 to $100,000 in assets and
$1 million to $10 million in liabilities. Eric Hunger, owner,
signed the petition.
Judge Jeffery W. Cavender oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC,
represents the Debtor as legal counsel.
PENNYMAC FINANCIAL: Fitch Assigns BB- LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned PennyMac Financial Services Inc (PFSI) a
'BB-' Long-Term Issuer Default Rating (IDR). The Rating Outlook is
Stable. Fitch has also rated PFSI's unsecured debt rating 'BB-'.
KEY RATING DRIVERS
PFSI's ratings are supported by its solid franchise and historical
track record in the U.S. nonbank residential mortgage space,
experienced senior management team with extensive industry
background, and a sufficiently robust and integrated technology
platform. Fitch views PFSI's multichannel approach favorably and
believes its servicing-retained business model with high recapture
rates serves as a natural hedge, although not a full offset to the
cyclicality of the mortgage origination business.
Ratings are constrained by PFSI's elevated exposure to Ginnie Mae
loans with higher advancing needs and potentially higher regulatory
scrutiny, reliance on short-term, uncommitted funding, and a
complex group structure given elevated related party transactions
with PennyMac Mortgage Investment Trust (PMT), which invests in
mortgage-related assets, and other affiliates.
PFSI is not subject to material asset quality risks, as nearly all
originated loans are government or agency eligible and sold shortly
after origination. However, it has exposure to repurchase or
indemnification claims from third parties under certain warranty
provisions. Delinquencies of 60 days or more in the owned servicing
portfolio declined to 3.1% at 1Q23 compared to an average of 5.7%
from 2019-2022, reflecting the post-pandemic recovery and
government mandated forbearance. Fitch expects asset quality
metrics to normalize from here with macroeconomic deterioration.
Annualized pre-tax returns on average assets (ROAA) was 1.1% in
1Q23, down from 6.9% a year ago and below the average of 9.3% from
2019-2022, illustrating the cyclicality inherent in the mortgage
origination business and the challenging current conditions. Fitch
expects operating performance will remain pressured in 2023 given
the continued impact of higher rates on origination volumes and the
impact of industry competition on gain on sale margins, as well as
reductions in the fair value on mortgage servicing rights (MSRs)
given credit spread widening.
PFSI's leverage (gross debt-to-tangible equity) was 3.1x at 1Q23,
up from 2.0x a year ago, given an increase in short-term borrowings
to fund originations. Fitch expects leverage will increase further
through YE23, as originations increase during the summer home
purchase season, but remain in line with current levels over the
Outlook horizon. Corporate leverage, which excludes balances under
warehouse lines of credit and repurchase agreements, was 1.2x at
1Q23, up from 0.9x a year ago, which was relatively comparable to
peers.
Consistent with other mortgage companies, PFSI utilizes short-term
wholesale funding for its operations and secured debt represented
83% of total debt at 1Q23, comprised mainly of warehouse
facilities, repurchase agreements, and bank lines secured by MSRs.
As of the same date, approximately 36.7% of PFSI's facilities were
committed, which compares favorably to peers, but is a weakness
compared with other finance and leasing companies. Fitch believes
the short tenor of the funding profile exposes the firm to
liquidity and refinancing risks and would view a further extension
of the firm's funding duration and an increase in unsecured and
committed funding capacity favorably.
Fitch views PFSI's liquidity profile as solid. Liquidity resources
include approximately $1.5 billion of cash and equivalents and
undrawn warehouse capacity to fund originations. The next unsecured
debt maturity is Oct. 15, 2025, when $650 million senior unsecured
debt comes due. Fitch views PFSI's liquidity position to be
sufficient to address potential margin calls and servicing advance
needs.
The Stable Rating Outlook reflects Fitch's expectation that PFSI
will continue to generate consistent operating cash flow and
maintain sufficient liquidity and reserves for potential margin
calls and indemnification activity, leverage at-or-below current
levels, and adequate cash coverage of interest expenses.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Negative rating action could be driven by sustained
profitability challenges that erode tangible equity and the
firm's market position;
- Gross leverage sustained above 5.0x and corporate leverage
sustained above 1.5x;
- Decrease in aggregate liquidity resources that constrain the
company's funding flexibility; and or increased utilization
of secured funding that reduces the unsecured funding mix
below 10%.
- Regulatory scrutiny resulting in PFSI incurring substantial
fines that negatively impact its franchise or operating
performance, could also drive negative rating momentum.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Improvement in the funding profile, including an extension
of funding duration, an increase in committed funding and
the maintenance of unsecured debt above 25% of total debt;
- Leverage maintained at or below 3.0x and corporate leverage
maintained below at-or-below 1.0x;
- Growth of the business that enhances the franchise and
platform scale;
- Improved earnings consistency and a stronger liquidity
profile, as evidenced by a meaningful increase in the
percentage of available liquidity resources (cash and
available borrowing capacity) to total debt, could also
positively influence the rating.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The senior unsecured debt is equalized with PFSI's Long-Term IDR,
reflecting the funding mix and average recovery prospects in a
stressed scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The unsecured debt rating is primarily sensitive to changes in
PFSI's Long-Term IDR and would be expected to move in tandem.
However, a meaningful increase in the proportion of secured debt
could result in the unsecured debt being notched down from the
IDR.
ADJUSTMENTS
The Standalone Credit Profile (SCP) has been assigned in line with
the implied SCP.
Business Profile has been assigned below the implied score due to
the following adjustment reasons: Organizational Structure
(negative).
Earnings and Profitability has been assigned below the implied
score due to the following adjustment reasons: Earnings Stability
(negative), Historical and future metrics (negative).
Capitalization and Leverage has been assigned below the implied
score due to the following adjustment reasons: Profitability,
pay-outs and growth (negative).
Funding, Liquidity and Coverage has been assigned below the implied
score due to the following adjustment reasons: Funding flexibility
(negative).
ESG CONSIDERATIONS
PFSI has an ESG Relevance Score of '4' for Customer Welfare —
Fair Messaging, Privacy and Data Security, due to its exposure to
compliance risks that include fair lending practices, debt
collection practices and consumer data protection, which have a
negative impact on the credit profile and are relevant to the
rating in conjunction with other factors.
PFSI has an ESG Relevance Score of '4' for Governance Structure due
to board effectiveness as it relates to protection of creditor and
shareholder rights and related party transactions between PMT, its
externally managed REIT, and other affiliates. An ESG Relevance
Score of '4' means Governance Structure is relevant to PFSI's
rating but not a key rating driver. However, it does have an impact
to the rating in combination with other factors.
Except for the matters discussed above, the highest level of ESG
credit relevance is a score of '3'. This means ESG issues are
credit neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
Entity/Debt Rating
----------- ------
PennyMac Financial
Services, Inc.
LT IDR BB- New Rating
senior
unsecured LT BB- New Rating
PERSHARD INVESTMENTS: Seeks Cash Collateral Access
--------------------------------------------------
Pershard Investments, LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, for
authority to use cash collateral in accordance with the budget.
The Debtor requires the use of cash collateral to continue to
maintain the business.
Wells Fargo holds a security interest in all of the Debtor's assets
including all accounts, receivables, future, fixtures, equipment,
etc.
Navitas holds a security interest in all of the Debtor's assets
including all accounts, receivables, future, fixtures, equipment,
etc. at the 143-1/2 N Congress Ave, Ste 22 location.
The estimated value of the secured assets at the time of the filing
of the case was approximately $6,000.
The Debtor was experiencing a reduction in sales and entered into
loan agreements with lenders that provided capital but required
daily payments which the Debtor was unable to afford.
The automatic stay has allowed the Debtor to cease making these
daily payments and to better manage its affairs. The Debtor is
hopeful that all creditors can be paid in full with a
reorganization.
Currently, the Debtor generates about $57,600 per month in income.
The necessary expenses total about $52,404.
In connection with the Debtor's proposed use of cash collateral,
Wells Fargo, will have, nunc pro tunc as of the commencement of the
Chapter 11 cases, a replacement lien pursuant to 11 U.S.C. section
361(2) on and in all property of the Debtor acquired or generated
after the Petition Date.
Wells Fargo and Navitas will not have or be granted a Replacement
Lien on or against any claims or causes of action arising under
Sections 542 through 550 of the Bankruptcy Code or on or against
the proceeds of the Avoidance Actions.
The Replacement Liens will be subject and subordinate to any and
all fees payable to the Subchapter V Trustee, the United States
Trustee or the Clerk of the Bankruptcy Court.
A copy of the motion is available at https://urlcurt.com/u?l=Ria5nq
from PacerMonitor.com.
A copy of the budget is available at https://urlcurt.com/u?l=fa8dDU
from PacerMonitor.com.
The Debtor projects $30,328 in gross profit and $25,132 in total
expenses for one month.
About Pershard Investments, LLC
Pershard Investments, LLC owns and operates two Great Clip
franchise locations.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14552) on June 12,
2023. In the petition signed by Raam K. Pershard, managing member,
the Debtor disclosed up to $50,000 in assets and up to $500,000 in
liabilities.
Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the
Debtor as legal counsel.
PICO INDUSTRIES: Court OKs Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Greenbelt
Division, authorized PICO Industries, Inc. to use cash collateral
in the ordinary course of its business, in accordance with the
budget, with a 10% variance.
The Debtor requires continued authority to use cash collateral to
continue its operations.
As previously reported by the Troubled Company Reporter, the Debtor
on March 30, 2012, obtained a $750,000 loan from EagleBank.
Subsequently, the parties executed several forbearance agreements
with the latest executed in February 2023.
The indebtedness and obligations owed by the Debtor to Eagle under
the Loan are secured by first-priority duly perfected liens and
security interests in, to and against, among other things, the
Debtor's cash as well as accounts receivables.
The UCC filing provides for the assignment of all future
receivables and accounts of the Debtor.
The current balance of the Eagle Loan is approximately $217,034.
The Court said EagleBank will retain its liens securing its
interests and will maintain the same secured status and position as
held on the Petition Date until further Court order. As additional
adequate protection of the Secured Creditors' interests and
notwithstanding 11 U.S.C. section 552, EagleBank is granted valid
and perfected replacement security interests in, and liens on the
same type of post-petition assets in which the Secured Creditors
held valid and perfected liens upon prior to the Petition Date and
all cash or other proceeds generated post-petition by such
pre-petition collateral to the same extent, validity and priority
as existed against such prepetition Collateral.
As adequate protection for EagleBank's consent to the Debtor's use
of cash collateral, the Debtor will render regular payments to
EagleBank on the 1st day of each calendar month in the amount of
$1908 beginning on July 1, 2023, which payments will be applied by
EagleBank in whatever manner it deems fit.
The Debtor's right to use cash collateral will automatically expire
upon the confirmation of a Chapter 11 Plan.
A copy of the motion is available at https://urlcurt.com/u?l=4krp5M
from PacerMonitor.com.
About PICO Industries, Inc.
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.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-13867) on June 1, 2023.
In the petition signed by Stephen Levin, its director, the Debtor
disclosed $336,247 in assets and $3,687,097 in liabilities.
Judge Lori S. Simpson oversees the case.
Angela L. Shortall of 3Cubed Advisory Services, LLC has been
appointed as Subchapter V Trustee.
Michael Coyle, Esq., at The Coyle Law Group, LLC is the Debtor's
counsel.
PLAYPOWER: $400M Bank Debt Trades at 21% Discount
-------------------------------------------------
Participations in a syndicated loan under which PlayPower Inc is a
borrower were trading in the secondary market around 79.2
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $400 million facility is a Term loan that is scheduled to
mature on May 10, 2026. The amount is fully drawn and
outstanding.
PlayPower, Inc. based in Huntersville, North Carolina, primarily
manufactures commercial playground equipment used in parks and
schools throughout North America and Europe.
POLARIS NEWCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable
---------------------------------------------------------------
Moody's Investors Service affirmed Polaris Newco, LLC's B3
corporate family rating and its B3-PD probability of default
rating. At the same time, Moody's also appended a limited default
designation ("/LD") to the PDR. Concurrently, Moody's affirmed the
Ba3 rating on Polaris' superpriority senior secured revolver rating
and the B2 rating on the company's multicurrency first lien senior
secured term loans. The outlook is stable.
The "/LD" designation follows the change in terms under the
company's recently amended second lien term loan (unrated) that
allows for interest payments to be paid-in-kind ("PIK") through
August of 2023. The "/LD" designation reflects Moody's view that
the conversion of cash interest payments represents a default
because the payments were not made on the original due dates.
Moody's will remove the "/LD" designation from the company's PDR in
approximately three business days.
The affirmation reflects Moody's belief that the cash savings on
PIKing the second lien term loan for two quarters, provided ample
cash to substantially eliminate its future contingent earnout
payments, thus improving liquidity going forward. However, from a
corporate governance perspective, the PIK event was the result of
an aggressive acquisition strategy and a financial policy that
allowed for significant leverage. Moody's estimates that Polaris
will produce free cash flow of over $100 million in 2024, more than
sufficient to cover its remaining contingent payments of about $10
million over the next 12 months.
The stable outlook reflects the expectation that revenue will grow
in the mid-single digits over the next 12 months, as the company
benefits from transactional volumes related to stable auto claims
and recent pricing increases. It's further expected that cost
reduction initiatives will help to improve liquidity and EBITDA
margin in fiscal 2024.
Affirmations:
Issuer: Polaris Newco, LLC
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD /LD (/LD appended)
Senior Secured First Lien Term Loan B, Affirmed B2
Senior Secured Multi Currency Revolving Credit Facility, Affirmed
Ba3
Outlook Actions:
Issuer: Polaris Newco, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Polaris' credit profile reflects the company's very high financial
leverage following the combination of Solera, Omnitracs and
DealerSocket last year. Further, the company benefits from its
large revenue scale and limited cyclical exposure, with over 85% of
its $2.3 billion in annual revenue generated from recurring
subscriptions. Polaris has a diversified geographic footprint, with
presence in over 90 countries that helps offset regional economic
downturns. Additionally, the company's proprietary databases create
barriers to entry, especially in less penetrated markets outside of
the US where Polaris is a leading provider. The company's leverage
is still very high with Moody's adjusted debt-to-LTM EBITDA of
10.3x at December 31, 2022. Moody's believes the company will
delever over the next 12 months to about 7.5x times, yet leverage
will remain very higher due to the accumulation of incremental debt
from to the PIK interest on the second lien term loan.
Liquidity is adequate given Polaris' $215 million in cash as of
Mar. 31, 2023 and approximately $75 million of available capacity
under its $500 million revolving credit facility due 2026.
Furthermore, the company's remaining performance earnout on
previous acquisitions has been reduced to no more than $30 million
over the next two years. Free cash flow is expected to be about
$100 million over the next 12 months. The revolver is subject to a
maximum springing first lien net total leverage ratio of 7.0x,
which is applicable if the drawn amount exceeds 35% of the
revolving capacity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if the company demonstrates a sustained
improvement in operating performance. An upgrade would require the
company to maintain debt-to-EBITDA below 7.0 times and EBIT to
interest expense above 1.5 times. In addition, a higher rating
would require good liquidity, including positive free cash flow and
increased revolver availability.
The ratings could be downgraded if debt-to-EBITDA is expected to be
sustained above 8.0x, Additionally, ratings could also be
downgraded should liquidity weaken, including free cash flow
remaining negative.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Polaris Newco, LLC is a global provider of information services and
software to the automotive and fleet industries. Customers include
automobile and property insurance companies, collision repair and
maintenance service facilities, auto dealers, fleet operators and
others. The company was formed in July of 2021 from the combination
of Solera, LLC, Omnitracs, LLC and DealerSocket LLC. Private equity
sponsor Vista Equity Partners ("Vista") is the majority owner of
the combined entity. Vista acquired Solera, LLC in 2016, Omnitracs,
LLC in 2013 and DealerSocket LLC in 2014. The company operates in
four different segments: Vehicle Solutions, Vehicle Claims, Vehicle
Repair and Fleet Solutions. Revenue for the LTM period ended
December 31, 2022 was $2.3 billion.
POPULUXE LLC: Court OKs Cash Collateral Access Thru July 18
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Populuxe, LLC to use cash collateral
on an interim basis in accordance with the budget, with a 10%
variance, for the period from June 12 to July 18, 2023.
The Debtor is permitted to use cash collateral to pay amounts
expressly authorized by the Court, including payments to the
Subchapter V Trustee and the current and necessary expenses as set
forth in the Budget and additional amounts as may be expressly
approved in writing by Amazon.com Services, LLC. Amazon does not
consent to the Debtor's use of any funds in the Amazon Store Seller
Account and the Order does not authorize the Debtor to use the
funds until further Court order or agreement of the parties.
As previously reported by the Troubled Company Reporter, prior to
the Petition Date, the Debtor obtained financing from Amazon which
is purportedly secured by a lien on the Debtor's cash or cash
equivalents. Amazon may assert a first priority security interest
in the Debtor's cash and cash equivalents by virtue of a UCC-1
Financing Statement filed with the State of Florida on April 12,
2018. The outstanding balance owed to Amazon in connection with a
line of credit is approximately $70,000. In addition, the U.S.
Small Business Administration and CHTD Company may assert interest
on the Debtor's cash equivalents, which interests may be inferior
to Amazon.
According to the Court, Amazon and the Debtor are authorized to
continue to perform under a Business Solutions Agreement, which
governs the Debtor's ability to sell product on the Amazon Store,
in the ordinary course. In furtherance of the Debtor and Amazon's
performance under the BSA, Amazon acknowledges Mrs. Vanessa Cain as
the authorized representative of the Debtor who will have authority
to manage the Debtor's Amazon Seller Account and performance under
the BSA. Amazon is further authorized to continue netting fees,
expenses, and reimbursements from the Debtor's sales proceeds.
As adequate protection for the Debtor's continued use of cash
collateral, upon entry of the Order, Amazon will be entitled to
apply $20,000 from the Debtor's Amazon Seller Account toward the
outstanding principal amount of Amazon's allowed secured claim of
$55,520. The balance of Amazon's secured claim after application of
the $20,000 payment will bear interest at 8% per annum through plan
confirmation. The balance remaining in the Debtor's Amazon Seller
Account (approximately $23,711.89), plus any accrued post-petition
revenues, will be disbursed to the Debtor's debtor-in-possession
bank account or bank account as designated in the Amazon seller
central system as the case may be upon entry of a final order
confirming Debtor's Subchapter V Plan of Reorganization.
Amazon is also granted valid, attached, choate, enforceable,
perfected, and continuing security interests in, and liens upon,
all post-petition assets of the Debtor of the same character and
type, to the same nature, extent, and validity as the items and
encumbrances of Amazon attached to the Debtor's assets prior to the
petition date. Amazon's security interests in, and liens upon, the
PostPetition collateral will have the same validity as existed
between Amazon, the Debtor, and all other creditors or claimants
against the Debtor's estate on the Petition Date.
Amazon will hold allowed administrative claims under 11 U.S.C.
sections 507(b) with respect to the adequate protection obligations
of the Debtor to the extent that the replacement liens on
Post-Petition Collateral do not adequately protect the diminution
in value of the interests of Amazon in its pre-petition collateral.
Such administrative claims will be junior and subordinate only to
any superpriority claim of the kind ordered by the Court and
specified in 11 U.S.C. Section 364, and will be subject to Court
approval upon the filing of an application with the Court for the
allowance of an administrative expense claim, which application
will be served on the Debtor and its bankruptcy counsel.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A final hearing on the matter is set for July 18, 2023, at 2 p.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=0SpXi0 from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$3,822 for the week starting June 18, 2023;
$4,000 for the week starting June 25, 2023;
$4,550 for the week starting July 2, 2023;
$4,050 for the week starting July 9, 2023;
$2,822 for the week starting July 16, 2023; and
$2,000 for the week starting July 23, 2023.
About Populuxe LLC
Populuxe, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00842) on March
8, 2023, with as much as $1 million in both assets and liabilities.
Aaron R. Cohen has been appointed as Subchapter V trustee.
Judge Grace E. Robson oversees the case.
The Debtor is represented by Daniel A. Velasquez, Esq., at Latham
Luna Eden & Beaudine, LLP.
POSEIDON MOVING: Wins Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
authorized Poseidon Moving, Inc. to use cash collateral on a
continuing, interim basis in accordance with the budget, nunc pro
tunc to April 18, 2023.
The Debtor requires the use of cash collateral to continue its
operations.
IOU Central, Inc., d/b/a IOU Financial, claims a security interest
with respect to the Debtor's assets.
The Court order grants IOU Financial a continuing lien on the
Debtor's postpetition cash collateral, but only to the same degree,
extent of perfection, and validity as the original security
interest of IOU Financial in the Debtor's pre-petition assets as of
the date of the commencement of the bankruptcy case on January 12,
2023, and only to the extent that such security interest is not
otherwise avoidable.
Further, the post-petition liens will only secure the amount of any
diminution in the value of IOU Financial's prepetition collateral
constituting cash collateral resulting from the Debtor's use
thereof in the operation of the Debtor's business in the
postpetition period.
A continued telephonic hearing on the matter is set for June 29,
2023 at 10 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=UY2v5K from PacerMonitor.com.
The Debtor projects $402,000 in gross revenue and $312,859 in total
expenses.
About Poseidon Moving
Poseidon Moving, Inc. provides moving and temporary storage
services to its customers. The majority of its business revenues
come from payments from retail and consumer customers.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 23-10031) on Jan. 12,
2023, listing $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities.
Judge Christopher J Panos presides over the case.
Richard N. Gottlieb, Esq., at the Law Offices of Richard N.
Gottlieb and TicTax, LLC serve as the Debtor's legal counsel and
accountant, respectively.
PRECISION FORGING: Has Deal on Cash Collateral Access
-----------------------------------------------------
Precision Forging Dies, Inc. and Umpqua Bank advised the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, that they have reached an agreement regarding the
Debtor's use of cash collateral and now desire to memorialize the
terms of this agreement into an agreed order.
On August 4, 2011, the Debtor, for valuable consideration, made and
executed a U.S. Small Business Administration Note with a 12-year
repayment term in favor of Commerce National Bank in the principal
amount of $932,000, together with interest on the unpaid principal
at the variable annual percentage rate equal to Wall Street Journal
Prime rate plus 2.75% percent. The Note matures in August 2023, at
which point the entire amount owing under the Note will be fully
due.
Pursuant to the terms of a Commercial Security Agreement between
the Parties, the Debtor granted Commerce National Bank a broad,
"blanket" security interest its assets, including a purchase money
security in specific equipment.
On August 4, 2011, Dan Kloss gave an Unconditional Guarantee
personally guaranteeing the $932,000 financed pursuant to the
Note.
Subsequently, pursuant to a Landlord's Agreement and Consent to
Assignment of Lease dated August 4, 2011: (a) the Debtor assigned
its rights under the Lease of the commercial real property located
at 10710 Sessler Street South Gate, CA 90280 as partial security
for its obligations under the Note to Commerce National Bank; and
(b) the Landlords, Kloss and Joanna Kloss, consented to Commerce
National Bank's security interest in the Collateral and to
subordinate all of their interests, liens and claims to Creditor's
interest, lien, or claim in the Collateral.
Commerce National Bank duly perfected its security interest in the
Collateral by filing and recording UCC Financing Statements and
Amendments.
Effective October 1, 2013, Commerce National Bank merged with and
into Sterling Savings Bank.
Effective April 18, 2014, Sterling Savings Bank merged with and
into Creditor.
On November 23, 2020, Creditor, Debtor and Kloss entered into a
Change in Terms Agreement to defer and re-amortize certain payments
into the existing loan balance, with no change in the original loan
maturity date of August 1, 2023.
The parties agree that the Debtor may use cash collateral
consistent with the terms of the Budget.
As adequate protection, the Creditor will be granted post-petition
replacement liens on the Collateral, to the same extent and
priority as any duly perfected and unavoidable liens in cash
collateral held by Creditor as of the Petition Date.
Commencing July 1, 2023, the Debtor will tender monthly adequate
protection payments of $5,000 to the Creditor. Adequate Protection
Payments will continue on the first day of each month thereafter
until the earlier of: (i) termination of the automatic stay; (ii)
confirmation of a Chapter 11 Plan; (iii) the parties stipulate
otherwise; (iv) the court orders otherwise; or (v) dismissal of the
case.
A copy of the motion is available at https://urlcurt.com/u?l=xe9hfm
from PacerMonitor.com.
About Precision Forging Dies, Inc.
Precision Forging Dies, Inc. specializes in precision manufacturing
and servicing of structural components, tooling, and turbines for
military, commercial and space industries.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-12015) on April 3,
2023. In the petition signed by Dan Kloss, chief executive officer,
chief financial officer, the Debtor disclosed up to $50 million in
assets and up to $10 million in liabilities.
Judge Julia W. Brand oversees the case.
Robert P. Goe, Esq., at Goe Forsythe and Hodges LLP, represents the
Debtor as legal counsel.
PRIME PLUMBING: Seeks Interim Cash Collateral Access
----------------------------------------------------
Prime Plumbing Services, LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Gainesville Division, for authority
to use the cash collateral of TVT Capital, LLC and Alternative
Funding Group Corp.
The Debtor requires the use of cash collateral to maintain its
business operations and protect its ability to reorganize in
accordance with Chapter 11 of the Bankruptcy Code.
Prior to the commencement of the case, the Debtor entered into
Factoring Agreements with TVT Capital and Alternative Funding.
Pursuant to the Secured Loans, TVT and AFG lent money to the
Debtor, subject to and upon the terms and conditions contained
therein.
To secure payment of the debt owing to TVT and AFG pursuant to the
Secured Loans, the Debtor granted TVT and AFG a security interest
in and to its accounts receivable and inventory located in Hall
County, Georgia, by virtue of two separate UCC filings: by Lien
Solutions on behalf of TVT on June 6, 2022, and by Corporation
Service Company on behalf of AFG on December 27, 2022.
In an effort to adequately protect the interests of TVT and AFG in
the Prepetition Collateral for the Debtor's use of cash collateral
as requested in the Motion, the Debtor is offering to provide TVT
and AFG with replacement liens pursuant to and in accordance with
11 U.S.C. section 361(2), in and to all property of the estate of
the kind presently securing the indebtedness owing to TVT and AFG
purchased or acquired with the cash collateral of TVT and AFG.
The Debtor also proposes to pay:
-- TVT adequate protection in the amount of $5,000 per month;
and
-- AFG in the amount of $2,000 per month.
A copy of the motion is available at https://urlcurt.com/u?l=9q47Q7
from PacerMonitor.com.
About Prime Plumbing Services, LLC
Prime Plumbing Services, LLC is a building equipment contractor.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20661) on June 13,
2023. In the petition filed by James Coberly, sole member, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge James R. Sacca oversees the case.
Douglas Jacobson, Esq., at the Law Offices of Douglas Jacobson,
LLC, represents the Debtor as legal counsel.
PROPPANT TECH: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
Proppant Tech Services, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, for authority to use the cash collateral of I.M.
Investments, LLC and provide adequate protection.
The Debtors seek to use cash collateral as working capital to fund
the operation of its business.
Proppant leases an existing silica frac sand pit (quarry) located
on approximately 179.04 acres from NA Land Investments, LLC. The
sand lease, which commenced on September 1, 2021, is set to
continue for five years with a one-year option at the mutual
agreement of Proppant and NA Land.
In exchange for unrestricted access to the Property, Proppant has
agreed to pay NA Land a royalty equal to $1.50 per ton, for every
ton of sand that is sold from the property.
Proppant and NA Land share common ownership, with each business
owned by the same three members. The members, which include Murray
Moran, Anirban Haldar, and Ignacio Martinez, all own 33% of
Proppant and NA Land.
Due to irreconcilable disagreements between the Members, Martinez
engaged in prepetition efforts to takeover Proppant and NA Land by
virtue of Martinez's decision to purchase the Debtors' bank debt
and then declare a default. Martinez's actions, which involve
various breaches of fiduciary duty, have rendered the Debtors
unable to operate their businesses outside the protections of the
Bankruptcy Code.
Prior to the Petition Date, Amarillo National Bank, as lender, and
Proppant, as borrower, entered into, the Promissory Note (Equipment
Loan) in the amount of $2.641 million dated January 18, 2023, the
Promissory Note (Affiliate Refinance Loan) in the amount of $1.431
million dated January 18, 2023, and that Promissory Note (Affiliate
Payoff Loan) in the amount of $2.875 million. The Notes were
guaranteed by Moran and Haldar.
The Notes are allegedly secured by all of the Debtors' real estate,
accounts receivables, inventory, instruments, equipment,
intangibles, accounts, chattel paper, good will, specific property
and all property of the Debtors pursuant to the Security Agreement
date January 18, 2023.
Martinez, through his business I.M., purchased from ANB the debt
owed by Proppant in connection with the Notes sometime in May
2023.
As of the Petition Date, Proppant allegedly owes I.M. approximately
$8.8 million on behalf of the Notes. I.M. allegedly filed a UCC-1
Financing Statement against Proppant regarding the Notes
Pre-Petition Collateral. As result, I.M. alleges that pursuant to
the Notes, he has a first priority lien on all assets of Proppant.
As adequate protection for any diminution in value incurred by I.M.
through the Debtors' use of cash collateral, the Debtors will (i)
maintain the value of its business as a going-concern, (ii) provide
to I.M. replacement liens on now owned and after-acquired cash
derived from I.M.'s Collateral, and (iii) provide superpriority
administrative claims to I.M. equal to any diminution in value of
I.M.'s Collateral.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=ETCcrC from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$125,355 for Week 1;
$124,555 for Week 2;
$123,192 for Week 3;
$122,942 for Week 4; and
$127,177 for Week 5.
About Proppant Tech Services, LLC
Proppant Tech Services, LLC is a sand mining business in San
Antonio that produces and sells special silica sands, otherwise
known as "frac sand." The frac sand, which is produced through the
wet sand method, is sold to oil and gas businesses engaged in
hydraulic fracturing, or "fracking."
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50734) on June 11,
2023. In the petition signed by Anirban Haldar, member, the Debtor
disclosed $8,622,400 in assets and $8,770,018 in liabilities.
Brandon J. Tittle, Esq., at Glast, Phillips and Murray, PC,
represents the Debtor as legal counsel.
PROTECH FIRE: May Use Cash Collateral on Final Basis
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Protech Fire & Security, LLC to use
cash collateral on a final basis in accordance with the budget.
On the bankruptcy filing date, the Debtor held only $431,415 in
cash collateral which included uncollectible accounts receivable.
Itria Ventures, LLC and the U.S. Small Business Administration
assert claims against the cash collateral but have agreed to the
use of cash collateral in the amount and categories listed on the
budget.
The Court said the SBA will have valid, post-petition replacement
liens equal in validity and priority to those held pre-petition.
Itria will have valid, post-petition replacement liens equal in
validity and priority to those held pre-petition, if any, provided
that (a) the Debtor reserves the right to challenge the validity,
extent, priority, and procurement of the underlying debt and any
associated liens; (b) Itria reserves the right to argue that it
owns all of the Debtor's accounts receivable and that such accounts
receivable do not constitute property of the Debtor's estate.
The prepetition liens and the replacement liens will be subject and
subordinate to payment of a carve-out consisting of:
(a) statutory fees required to be paid pursuant to 28 U.S.C.
section 1930(a)(6) plus interest at the statutory rate pursuant to
31 U.S.C. section 3717; and
(b) the aggregate monthly amount of any fees and expenses of
any estate professionals, but only to the extent such fees and
expenses have been approved by the Court.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=ZjtivU from PacerMonitor.com.
The Debtor projects $84,000 in income and $83,037 in expenses for
one month.
About ProTech Fire & Security, LLC
ProTech Fire & Security, LLC installs, monitors and maintains fire
and security alarms, surveillance systems, access control, voice
and data solutions, bi-directional antenna BDA and a host of other
ancillary products and services for general contractors,
architects, property managers and end users in the State of Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-31839) on May 19,
2023. In the petition signed by Garrett Steiger, president, the
Debtor disclosed $453,929 in assets and $1,896,142 in liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Julie M. Koenig, Esq., at Cooper & Scully, PC, represents the
Debtor as legal counsel.
Itria Ventures, LLC, as lender, is represented by Kasowitz Benson
Torres LLP.
QBS PARENT: $334M Bank Debt Trades at 16% Discount
--------------------------------------------------
Participations in a syndicated loan under which QBS Parent Inc is a
borrower were trading in the secondary market around 84.4
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $334.4 million facility is a Term loan that is scheduled to
mature on September 21, 2025. About $320.2 million of the loan is
withdrawn and outstanding.
QBS Parent is a provider of mission critical business process
software to energy companies in the upstream (oil and gas
production) and midstream sectors (gathering and processing as well
as pipelines), effectively digitalizing operations and transactions
through the energy value chain.
QUORUM HEALTH: $732M Bank Debt Trades at 31% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Quorum Health Corp
is a borrower were trading in the secondary market around 69.0
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $732.2 million facility is a Term loan that is scheduled to
mature on April 29, 2025. About $620.2 million of the loan is
withdrawn and outstanding.
Quorum Health Corporation is an operator and manager of hospitals
and outpatient services in non-urban areas of the US.
R L BURNS: Robert Altman Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 21 appointed Robert Altman as
Subchapter V trustee for R L Burns, Inc.
Mr. Altman will be paid an hourly fee of $275 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Altman declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Robert Altman
P.O. Box 922
Palatka, FL 32178- 0922
Phone: 386-325-4691
Email: robertaltman@bellsouth.net
About R L Burns
R L Burns, Inc. is a full-service general contractor headquartered
in Downtown Orlando, that has provided quality construction
solutions in the greater Central Florida area for more than 29
years. Its project history includes a wide variety of construction
projects, including community centers, parks, medical facilities,
education facilities, office buildings, and transportation
facilities.
R L Burns sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. M.D. Fla. Case No. 23-02186) on June 2, 2023. In the
petition signed by its chief executive officer, Robert L. Burns
Sr., the Debtor disclosed $751,416 in assets and $3,997,262 in
liabilities.
Judge Grace E. Robson oversees the case.
Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, represents the
Debtor as legal counsel.
RAP OPERATING: Lucy Sikes Named Subchapter V Trustee
----------------------------------------------------
The Acting U.S. Trustee for Region 5 appointed Lucy Sikes as
Subchapter V trustee for Rap Operating, LLC.
Ms. Sikes will be paid an hourly fee of $365 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Sikes declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Lucy G. Sikes
P.O. Box 52545
Lafayette, LA 70505-2545
Telephone: 337-366-0214
Facsimile: 337-628-1319
Email: lucygsikes1@gmail.com
About Rap Operating
Rap Operating, LLC, a company in Jena, La., filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. La.
Case No. 23-80316) on June 2, 2023, with $98,300 in assets and
$1,609,309 in liabilities. James E. Robbins, managing member,
signed the petition.
Judge Stephen D. Wheelis oversees the case.
Thomas R. Willson, Esq., represents the Debtor as legal counsel.
REDSTONE HOLDCO: $1.11B Bank Debt Trades at 17% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Redstone Holdco 2
LP is a borrower were trading in the secondary market around 83.2
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.11 billion facility is a Term loan that is scheduled to
mature on April 27, 2028. The amount is fully drawn and
outstanding.
Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of
the buyout of the RSA Security business from Dell Inc.
RETAILING ENTERPRISES: Court OKs Interim Cash Collateral Access
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, authorized Retailing Enterprises, LLC to
use the cash collateral of City National Bank of Florida on an
interim basis in accordance with the budget.
The Debtor asserted it has a pressing need to continue using cash
collateral to continue operating as a going concern -- including
funding its day-to-day operations which includes payroll, rent,
vendors, and the purchase of inventory -- minimize disruption, and
stabilize business operations in connection with the Chapter 11
Case.
As of the bankruptcy filing date, the Debtor owed CNB Florida about
$7.6 million. The Indebtedness is comprised of a line of credit and
two term loans which are secured by, inter alia, a Promissory
Note, Commercial Security Agreement, and Guaranties of Payment and
Performance executed by Retailing Enterprises PR, Inc., Newport
Venture Limited, The Watch Brand Company, LLC, and Mauricio
Krantzberg.
The Pre-Petition Secured Indebtedness is secured by valid,
enforceable, properly perfected, first priority, and unavoidable
liens on and security interests on and encumbering substantially
all of the tangible and intangible assets of the Debtor pursuant to
the terms of the loan agreements, promissory notes, security
agreements, pledge agreements, guaranties, UCC-1 financing
statements and other related agreements.
As adequate protection, the Lender is granted a continuing and
perfected replacement security interest in, and lien on all of the
Debtor's and the Debtor's estate's right, title and interest in and
to the following property of the Debtor: (a) all Pre-Petition
Collateral of the Lender, and (b) all property acquired by the
Debtor after the Petition Date, which is of the same nature, kind,
and character as the PrePetition Collateral, and all proceeds,
profits, rents, and products thereof. The Replacement Liens will
have the same priority, validity, force, extent, and effect as the
liens that they replace, effective as of the Petition Date without
the necessity of the Lender taking any further action, provided
however that such Replacement Liens will be junior only to the
Carve-Out.
As additional adequate protection, in the event that the adequate
protection provided in the Interim Order is insufficient to protect
the interests of the Lender or from a diminution in value of the
Pre-Petition Collateral arising from and after the Petition Date,
subject to the Carve Out, the Lender's claim in the Chapter 11 Case
for such adequate protection and/or diminution will have priority
over any and all administrative expenses and all other claims
against the Debtor.
A further hearing on the matter is set for June 27, 2023 at 9:30
a.m.
A copy of the order is available at https://urlcurt.com/u?l=ENItra
from PacerMonitor.com.
About Retailing Enterprises, LLC
Retailing Enterprises, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14169) on
May 30, 2023. In the petition signed by Mauricio Krantzberg,
president, the Debtor disclosed up to $50 million in assets and up
to $100 million in liabilities.
Judge Scott M. Grossman oversees the case.
Aaron A. Wernick, Esq., at Wernick Law, PLLC, represents the Debtor
as legal counsel.
ROCKPORT COMPANY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Five affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
The Rockport Company, LLC (Lead Case) 23-10774
1220 Washington Street
West Newton, MA 02465
CB Marathon Midco, LLC 23-10775
Rockport IP Holdings, LLC 23-10776
CB Footwear Services, LLC 23-10777
Rockport UK Holdings Ltd. 23-10778
Business Description: The Debtors, together with their non-Debtor
subsidiaries, are global designers,
distributors, and retailers of comfort
footwear. The Rockport Group's classic,
non-seasonal, and timeless multi-branded
portfolio includes Rockport, Cobb Hill, and
Dunham products, and well-known product
lines such as Prowalker and Total Motion.
Chapter 11 Petition Date: June 14, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: TBA
Debtors' Counsel: M. Blake Cleary, Esq.
L. Katherine Good, Esq.
Katelin A. Morales, Esq.
POTTER ANDERSON & CORROON LLP
1313 North Market Street, 6th Floor
Wilmington, Delaware 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: bcleary@potteranderson.com
kgood@potteranderson.com
kmorales@potteranderson.com
Debtors'
Investment
Banker: STIFEL FINANCIAL CORP.
Debtors'
Additional
Personnel
Provider
to Suppor CRO: PKF CLEAR THINKING
Debtors'
Claims,
Noticing Agent &
Administrative
Advisor: EPIQ CORPORATE RESRUCTURING, LLC
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petitions were signed by Joseph Marchese as chief restructuring
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/OOGSRGA/The_Rockport_Company_LLC__debke-23-10774__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Stella Intl Trading Trade Payable $24,074,036
(Macao Commerce)
26-54B Avenida De Marciano
Baptista
Macau 528244
China
Tel: +852 29561339
Fax: +852 29561383
Email: accounts.receivable@stella.com.hk
2. Maersk Warehousing and Trade Payable $10,860,382
Distribution
2240 E Maple Ave
El Segundo, CA 90245-6507
Tel: 562-741-1300
Fax: 310-221-0217
Email: ar-remittance@performanceteam.net
3. East Mount Shoes Ltd Trade Payable $6,918,510
F202 Huifun International
Dongguan 190 528000
China
Tel: 201-270-4600
Fax: 201-226-0870
Email: hebe@china.eastmountshoes.com/tw
4. Farida Shoes Pvt Ltd Trade Payable $2,563,681
17, 290/7E/1, Jalal Road
Ambur 22 635802
India
Contact: Irshad Ahmed Mecca, Managing
Director
Tel: +91-4174 244301
Fax: +91-4174 244303
Email: espl_invoice@farida.co.in
5. Aston Shoes Pvt. Ltd Trade Payable $2,554,933
S.F. No.8/2, M.C. Road
Ambur 22 635802
India
Tel: +91-4174 244 660
Fax: +91-4174-244 303
Email: astonexports@farida.in
6. HK Longtop Limited Trade Payable $2,510,406
Flat C, 23/F, Lucky Plaza
Hong Kong 999077
Hong Kong
Tel: +852 6170 9851
Email: owen@longtophk.com
7. Chung JYE Shoes Holdings Trade Payable $1,887,601
Limited
No. 628, Sec. 4, Chung Chin Road
Taichung 000
Taiwan
Tel: +886-4-25661116
Fax: +886-4-25680836
8. Expolanka USA, LLC Trade Payable $1,749,504
230-79 International
Airport Center
Suite 800
Springfield Gardens, NY 11413-4115
Tel: 305-330-6853
Fax: 305-436-7700
Email: usa-jfk-accounts@efl.global
9. Intune Logistics Trade Payable $1,468,407
208 Adley Way
Greenville, SC 29607-6511
Tel: 864-558-8014
Email: finance@intunelogistics.com
10. Industria De Calcados Trade Payable $1,389,222
Kissol Ltda
Rua Irmaos Antunes 813
Franca 14405-445
Brazil
Tel: +55 16 3713 5288
11. Meta Platforms, Inc. Trade Payable $1,214,058
1601 Willow Road
Menlo Park, CA 94025-1452
Tel: 650-308-7300
Fax: 650-560-6293
Email: ar@fb.com
12. Industria De Calcados Trade Payable $1,183,493
Karlitos Ltda
Rua Benedito Merlino
Franca, SP 14405-448
Brazil
Tel: +55 16 3713-6800
Fax: +55 16 3724-5310
Email: exportacao@karlitos.com.br
13. BSF Consulting LLC Trade Payable $1,085,495
50 Cedar Crest Ln
Suffield, CT 06078-1248
Contact: Brian S. Finnigan,
President
Tel: 802-660-9393
Email: brian@bsfconsult.com
14. Callidus Shoemakers Pvt Ltd. Trade Payable $796,342
No.2.2A M C Road Kulithigai Village
Ambur Taluk 22 635804
India
Tel: +94 70944 87447
Email: annamalai@callidusshoes.com
15. Springbok Designs Limited Trade Payable $598,588
The Third Floor, NOB Building
Dongguan 190 523170
China
Email: tariq@greatfortunes.cn
16. Virtustream Group Holdings, Trade Payable $527,424
Inc.
8444 Westpark Drive Suite 900
Mc Lean, VA 22102-5125
Tel: 703-970-5008
Email: vsfinance@virtustream.com
17. RJ Consulting, Inc. Trade Payable $516,320
1215 N 48th St
Seattle, WA 98103-6625
Contact: Richard S Yu, Owner
Tel: 201-435-7152
Email: richyu88@hotmail.com
18. Maersk Customs Services Trade Payable $423,222
USA Inc.
180 Park Avenu
Florham Park, NJ 07932-1054
Tel: 617-737-5100
Fax: 305-553-0806
Email: payments.mcsi.nam@maersk.com
19. 30 West Consulting, LLC Trade Payable $421,172
81 Broad Street
Wethersfield, CT 06109-3104
Contact: Peter Hill
Email: peter@30westconsulting.com
20. Greenfield Shoes Co., Ltd. Trade Payable $367,881
5/F, Building 18
Xiamen 150 361002
China
Tel: 8615392424788
Email: katherine.zh@greenfieldshoes.com
ROCKPORT COMPANY: June 22 Deadline Set for Panel Questionnaires
---------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy cases of The Rockport
Company, LLC, et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/4suetdxw and return by email it to
Linda Casey -- Linda.Casey@usdoj.gov -- at the Office of the United
States Trustee so that it is received no later than 4:00 p.m., on
June 22, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About The Rockport Company
The Rockport Company, LLC, and its subsidiaries are global
designers, distributors, and retailers of comfort footwear in more
than 50 markets worldwide.
The Rockport Company, et al., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018,
estimating under $100 million to $500 million in assets and
liabilities.
The Chapter 11 petitions were signed by Paul Kosturos, the Debtors'
interim chief financial officer.
Debtor Rockport Canada ULC is the operating entity for the Debtors'
business in Canada. Rockport Canada is a wholly-owned subsidiary
of Rockport, and all material decisions regarding Rockport Canada
and its operations are made by Rockport personnel in the United
States. Accordingly, the center of main interests for Rockport
Canada is located in the United States. On May 16, 2018, the
Debtors commenced an ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario,
Canada before the Ontario Superior Court of Justice (Commercial
List).
The Debtor's counsel are Mark D. Collins, Esq., Michael J.
Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq.,
and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The
Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP;
their investment banker is Houlihan Lokey Capital, Inc.; and their
restructuring and interim management advisor is Alvarez & Marsal
North America LLC. Prime Clerk serves as the Debtors' claims,
noticing agent and administrative advisor. Deloitte Tax LLP, as tax
service provider.
Counsel to the Prepetition Noteholders and DIP Note Purchasers are
My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise &
Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP.
Counsel to the Collateral Agent and DIP Notes Agent are Joshua
Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler,
Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP.
Counsel to the ABL Administrative Agent and DIP ABL Agent are
Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff,
Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and
Gregory A. Taylor, Esq., at Ashby & Geddes, P.A.
Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank
Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are
Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William
Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq.,
and Evelyn Meltzer, Esq., at Pepper Hamilton LLP.
The U.S. Trustee for Region 3 on May 23, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of The Rockport Company LLC. The Committee
taps Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes,
Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York;
and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron
H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in
Wilmington, Delaware.
ROLPA TRUCKING: D. Parker Sweet Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Bankruptcy Administrator for the Southern District of
Alabama appointed D. Parker Sweet as Subchapter V Trustee for Rolpa
Trucking, LLC.
About Rolpa Trucking
Rolpa Trucking, LLC operates in the general freight trucking
industry. The company is based in Grand Bay, Ala.
Rolpa Trucking filed a Chapter 11 petition (Bankr. S.D. Ala. Case
No. 23-11268) on June 5, 2023, with $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Roland J.
Collins, president, signed the petition.
Judge Henry A. Callaway oversees the case.
Kevin M. Ryan, Esq., at Ryan Legal Services, Inc., is the Debtor's
legal counsel.
RUTHERFORD ENTERPRISES: Case Summary & Five Unsecured Creditors
---------------------------------------------------------------
Debtor: Rutherford Enterprises 1, LLC
DBA Marco's Piza
7870 Jared Way
Tallahassee, FL 32309
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 23-40217
Debtor's Counsel: Byron W. Wright III, Esq.
BRUNER WRIGHT, P.A.
2810 Remington Green Circle
Tallahassee, FL 32308
Tel: (850) 385-0342
Fax: (850) 270-2441
Email: twright@brunerwright.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles M Rutherford, Sr. as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/TJ56NQI/Rutherford_Enterprises_1_LLC__flnbke-23-40217__0001.0.pdf?mcid=tGE4TAMA
SABRE GLBL: $644M Bank Debt Trades at 22% Discount
--------------------------------------------------
Participations in a syndicated loan under which Sabre GLBL Inc is a
borrower were trading in the secondary market around 78.5
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $644 million facility is a Term loan that is scheduled to
mature on December 17, 2027. About $632.7 million of the loan is
withdrawn and outstanding.
Sabre GLBL Inc. provides information technology services. The
Company offers technology solutions including data-driven business
intelligence, mobile, distribution, and Software as a Service
(SaaS) solutions. Sabre GLBL serves customers worldwide.
SABRE GLBL: $675M Bank Debt Trades at 21% Discount
--------------------------------------------------
Participations in a syndicated loan under which Sabre GLBL Inc is a
borrower were trading in the secondary market around 79
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $675 million facility is a Term loan that is scheduled to
mature on June 30, 2028. About $671.6 million of the loan is
withdrawn and outstanding.
Sabre GLBL Inc. provides information technology services. The
Company offers technology solutions including data-driven business
intelligence, mobile, distribution, and Software as a Service
(SaaS) solutions. Sabre GLBL serves customers worldwide.
SAFE ELECTRIC: L. Todd Budgen Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq. as
Subchapter V trustee for Safe Electric, LLC.
Mr. Budgen will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Budgen declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
L. Todd Budgen, Esq.
P.O. Box 520546
Longwood, FL 32752
Telephone Number: (407) 232-9118
Email: Todd@C11Trustee.com
About Safe Electric
Safe Electric, LLC is an electrical contractor in Kissimmee, Fla.,
which serves commercial and residential clients.
Safe Electric filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02185) on June 2,
2023, with $1 million to $10 million in both assets and
liabilities. Jesus A. Castro, sole managing member, signed the
petition.
Judge Tiffany P. Geyer oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP,
represents the Debtor as legal counsel.
SIGNAL PARENT: $550M Bank Debt Trades at 22% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Signal Parent Inc
is a borrower were trading in the secondary market around 77.9
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $550 million facility is a Term loan that is scheduled to
mature on April 1, 2028. About $540.4 million of the loan is
withdrawn and outstanding.
Signal Parent, Inc. provides interior design services.
SIGYN THERAPEUTICS: Hikes Outstanding Common Shares to 44.2 Million
-------------------------------------------------------------------
Sigyn Therapeutics, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that as a result of certain
issuances, the number of outstanding shares of the Company has
increased from 42,981,659 to 44,224,659.
Sigyn Therapeutics, on July 15, 2022, entered into an Original
Issue Discount Senior Convertible Debenture due July 15, 2023 in
the amount of $16,500 with an investor with a conversion price of
$.50 per share. On June 2, 2023 the holder of this debenture
converted it into 33,000 shares of Common Stock at the contractual
exercise price of $.50 per share.
During the three months ended March 31, 2023, the Company entered
into Original Issue Discount Senior Convertible Debentures totaling
$970,200 aggregate principal amount of Note due in various dates in
January through March 2024. The conversion price for the principal
in connection with voluntary conversions by the holders of these
convertible debentures is $0.15 per share.
On June 2, 2023, the holder of $181,500 of these Debentures were
converted at the contractual exercise price of $0.15 resulting in
the issuance of 1,210,000 shares of Common Stock to the holder.
About Sigyn
Sigyn Therapeutics, Inc. is a development-stage company focused on
the creation of therapeutic solutions that address unmet needs in
global health. Sigyn Therapy, the Company's lead product
candidate, is a broad-spectrum blood purification technology
designed to treat pathogen-associated inflammatory disorders that
are not addressed with approved drug therapies.
Sigyn Therapeutics reported a net loss of $2.93 million for the
year ended Dec. 31, 2022, compared to a net loss of $3 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company
had $660,447 in total assets, $3.01 million in total liabilities,
and a total stockholders' deficit of $2.35 million.
New York, NY-based Kreit & Chiu CPA LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 31, 2023, citing that the Company has suffered
recurring losses from operations, has a net capital deficiency, and
negative cash flows from operating activities, therefore, the
Company has stated that substantial doubt exists about its ability
to continue as a going concern.
SILVER TRIDENT: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Silver Trident Distributions LLC d/b/a C & B Chemical, asks the
U.S. Bankruptcy Court for the Southern District of Texas, Houston
Division, for authority to use cash collateral to continue
operating its business.
The lenders believed to be asserting liens on the cash collateral
are Live Oak Bank, On Deck Capital, Inc., Rapid Finance, and IOU
Financial.
As adequate protection, the Lenders will be granted a replacement
lien on the accounts receivables of the Debtor as is expressly
contemplated by 11 U.S.C. section 361(2) when the liens are
diminished by the Debtor's use of the collateral. The Lenders will
also be granted monthly adequate protection payments.
The Debtor retained cash reserves and bank account balances
totaling $4,714 at the time of filing, and immediate outstanding
receivables of approximately $130,581. The Debtor also has new
receivables scheduled to be received in the immediate future.
A copy of the motion is available at https://urlcurt.com/u?l=MdAVUj
from PacerMonitor.com.
About Silver Trident Distributions LLC
Silver Trident Distributions LLC owns a one-stop shop for all auto
detailing chemicals including waxes, polishes, and sealants.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32141) on June 7,
2023. In the petition signed by Virendra A. Patel, owner, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Jeffrey P. Norman oversees the case.
Michael L. Hardwick, Esq., at Michael Hardwick Law, PLLC,
represents the Debtor as legal counsel.
SP PF BUYER: $744M Bank Debt Trades at 30% Discount
---------------------------------------------------
Participations in a syndicated loan under which SP PF Buyer LLC is
a borrower were trading in the secondary market around 70.3
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $744.4 million facility is a Term loan that is scheduled to
mature on December 21, 2025. About $744.4 million of the loan is
withdrawn and outstanding.
SP PF Buyer LLC does business as Pure Fishing, a Columbia, South
Carolina-based company that primarily designs, manufactures and
sells fishing equipment, including rods, reels, lures, artificial
bait, and related fishing tackle, across the globe.
STULZ & STEPHAN: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: Stultz & Stephan, Ltd.
106 East Market St.
Tiffin, OH 44883
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Southern District of Ohio
Case No.: 23-52039
Judge: Hon. C. Kathryn Preston
Debtor's Counsel: John W. Kennedy, Esq.
STRIP HOPPERS LEITHART MCGRATH & TERLECKY
CO., LPA
575 S. Third St
Columbus, OH 43215
Tel: 614-228-6345
Fax: 614-228-6369
Total Assets: $520,638
Total Liabilities: $1,234,301
The petition was signed by Michael D. Stultz as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/LA5IOJA/Stultz__Stephan_Ltd__ohsbke-23-52039__0001.0.pdf?mcid=tGE4TAMA
TANNER CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Tanner Construction Group, LLC
DBA Tanner Construction Group
16407 NW 174th Dr
Ste D
Alachua, FL 32615-0001
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Northern District of Florida
Case No.: 23-10112
Debtor's Counsel: Lisa C. Cohen, Esq.
RUFF & COHEN, P.A.
4010 W Newberry Rd Ste G
Gainesville, FL 32607-2368
Tel: (904) 720-0070
Email: lisacohen@bellsouth.net
Total Assets: $510,198
Total Liabilities: $1,859,277
The petition was signed by Christopher M. Tanner as managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/S2Y4XBA/Tanner_Construction_Group_LLC__flnbke-23-10112__0001.0.pdf?mcid=tGE4TAMA
TEAM HEALTH: $1.59B Bank Debt Trades at 31% Discount
----------------------------------------------------
Participations in a syndicated loan under which Team Health
Holdings Inc is a borrower were trading in the secondary market
around 68.9 cents-on-the-dollar during the week ended Friday, June
16, 2023, according to Bloomberg's Evaluated Pricing service data.
The $1.59 billion facility is a Term loan that is scheduled to
mature on February 2, 2027. The amount is fully drawn and
outstanding.
Team Health Holdings, Inc. is a provider of physician staffing and
administrative services to hospitals and other healthcare providers
in the U.S.
TELESAT LLC: $1.91B Bank Debt Trades at 38% Discount
----------------------------------------------------
Participations in a syndicated loan under which Telesat LLC is a
borrower were trading in the secondary market around 61.6
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.91 billion facility is a Term loan that is scheduled to
mature on December 6, 2026. About $1.54 billion of the loan is
withdrawn and outstanding.
Telesat LLC operates as a satellite operator. The Company offers
satellite delivered communications solutions to broadcast, telecom,
corporate, and government customers, as well as provides technical
consultancy services. Telesat serves clients worldwide.
TORI BELLE: Case Summary & 13 Unsecured Creditors
-------------------------------------------------
Debtor: Tori Belle Cosmetics LLC
14241 NE Woodinville Duvall Rd.
Suite 486
Woodinville WA 98072
Business Description: The Debtor offers cosmetic products.
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 23-11122
Judge: Hon. Marc Barreca
Debtor's Counsel: James E. Dickmeyer, Esq.
LAW OFFICE OF JAMES E. DICKMEYER, PC
520 Kirkland Way Suite 400
PO Box 2623
Kirkland WA 98083-2623
Tel: 425-889-2324
Email: jim@jdlaw.net
Total Assets as of April 30, 2023: $4,687,380
Total Liabilities as of April 30, 2023: $2,751,998
The petition was signed by Robert Kitzberger as president and
authorized officer, authorized representative of Tori Belle
Cosmetics LLC.
A copy of the Debtor's list of 13 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DKDEQLY/Tori_Belle_Cosmetics_LLC__wawbke-23-11122__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/DOLMCCQ/Tori_Belle_Cosmetics_LLC__wawbke-23-11122__0001.0.pdf?mcid=tGE4TAMA
TRIMED HEALTHCARE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: TriMED Healthcare, LLC
5 Neshaminy Interplex
Suite 307
Feasterville Trevose, PA 19053
Case No.: 23-11755
Business Description: TriMED is a provider of non-medical home
care services to consumers who are in need
of assistance in their own homes and
communities. Non-Medical homecare services
assist older people by helping them with the
tasks of everyday living.
Chapter 11 Petition Date: June 15, 2023
Court: United States Bankruptcy Court
Eastern District of Pennsylvania
Judge: Hon. Patricia M. Mayer
Debtor's Counsel: Allen B. Dubroff, Esq.
ALLEN B. DUBROFF ESQ & ASSOCIATES, LLC
1500 JFK Boulevard
Suite 1020
Philadelphia, PA 19102
Tel: 215-568-2700
Email: allen@dubrofflawllc.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Beverley George-Jordan as sole managing
member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NWARBII/TriMED_Healthcare_LLC__paebke-23-11755__0001.0.pdf?mcid=tGE4TAMA
TURBO COMPONENTS: Unsecured Creditors to Split $25K Plan
--------------------------------------------------------
Turbo Components, Inc., filed with the U.S. Bankruptcy Court for
the Western District of Michigan a Chapter 11 Combined Disclosure
Statement and Plan dated June 12, 2023.
The Debtor was founded in 2005 to produce aftermarket/performance
components for US Turbo, LLC of Indianapolis, Indiana.
Debtor employs 42 full-time employees and operates out of two
facilities:
* The Machine Shop – 14680 Apple Drive, Fruitport, Michigan,
49415. The Debtor owns this real property, subject the secured
obligations described in this Motion.
* The Foundry – 16960 148th Avenue, Spring Lake, Michigan,
49456. The Debtor does not have an interest in the real estate at
the Foundry location. Debtor pays monthly rent to its landlord,
TNB, L.L.C., in the amount of $3,000.00 per month for the Foundry
location. TNB, L.L.C. is a non-debtor entity that is solely owned
by Brad Fortenbacher, who is the President of the Debtor. The
Debtor has never had an ownership interest in the real property on
which the Foundry is located.
Notwithstanding its efforts to decrease costs and increase profit,
and efforts to permit the Debtor to continue as a going concern,
the Debtor's cash position remains severely distressed.
Accordingly, in advance of the filing of the chapter 11 proceeding,
the Debtor explored and initiated a sale process which would
transition the company to a new owner while maintaining the
business as a going concern, paying creditors as much as possible
under the circumstances, and retaining the employees. Debtor's
President identified a desire to transition the business through a
sale process well in advance of the bankruptcy filing.
Through significant efforts on behalf of the Debtor's financial
advisor, Matt Thiede, along with the assistance of Turbo's
bankruptcy counsel and the cooperation of interested parties, the
Debtor has been able to execute an Asset Purchase Agreement (the
"APA"), a Real Estate Asset Purchase Agreement for the Machine Shop
(the "Machine Shop REPA"), and a Real Estate Asset Purchase
Agreement for the non-Debtor owned Foundry (the "Foundry REPA"),
for the sale of all assets for approximately $2,089,725.40
(including non-debtor real estate), with proposed buyer: P&THE
Manufacturing Michigan, LLC (the "Buyer").
Through continuing efforts to maximize the value to the estate, the
Debtor and its professionals have subsequently been able to reach
agreement with the Buyer to increase the total sale amount under
the terms of the APA. The Buyer has increased the purchase price by
an additional $150,000.00, for a total sale price of $2,089.725.40.
For clarification purposes, of the total sale price amount,
$487,500.00 is to be allocated for the purchase of the non-Debtor
owned Foundry real estate. Although the Foundry is not owned by the
Debtor, the funds will reduce the total claims owed to Debtor's
lenders.
This is a liquidating Plan. The Plan will be funded from the
proceeds generated by a sale of substantially all of the Debtor's
assets.
Class 3 consists of General Unsecured Claims. Class 3 claims are
impaired and are entitled to vote. At the time of filing its
bankruptcy petition, Debtor estimates that claims in this class
total approximately $3,045,419.65, which does not include the
unsecured insider obligation owed to Brad Fortenbacher
($559,250.00), but does include scheduled and claimed general
unsecured debts ($961,198.54), the anticipated unsecured deficiency
balances owed to Grow Michigan ($788,087.22), BorgWarner
($863,381.05), the IRS ($351,290.99), and the State of Michigan
($81,461.85). This total does not include unsecured claim amounts
attributed to potential chapter 5 recovery parties.
Class 3 claims will be paid a pro rata share of $25,000.00, which
shall result from the sale of the Debtor's assets.
Class 4 consists of all allowed interests in the Debtor and consist
of the equity interests of Patsy Fortenbacher and Mark Sweany. All
interests in the Debtor shall be retained. Class 4 interests are
unimpaired and are conclusively deemed to have accepted this plan.
Therefore, Class 4 interests are not entitled to vote.
Pursuant to the terms of the Asset Purchase Agreement, the Debtor
shall close the sale (the "Sale") and purchase of its assets within
14 days of the entry of the Confirmation Order approving the sale.
Upon such closing, the Debtor shall effectuate the sale
transactions (the "Sale Transactions") contemplated pursuant to the
Asset Purchase Agreement and, among other things, the Debtor's
assets shall be sold and transferred to and vest in Buyer free and
clear of all Liens, Claims, Interests and Encumbrances pursuant to
sections 363(f), 1123(a)(5)(D) and 1141(c) of the Bankruptcy Code
and in accordance with the terms of the Confirmation Order, the
Plan, and the Asset Purchase Agreement and the Real Estate Asset
Purchase Agreement, each as applicable.
The Plan shall be funded from the Sale proceeds and any other
assets of the bankruptcy estate excluded from the Sale, except as
expressly set forth herein.
A full-text copy of the Disclosure Statement dated June 12, 2023 is
available at https://urlcurt.com/u?l=GcDzKy from PacerMonitor.com
at no charge.
Attorney for Debtor:
A. Todd Almassian, Esq.
Greg J. Ekdahl, Esq.
Keller & Almassian, PLC
230 East Fulton Street
Grand Rapids, MI 49503
Phone: (616) 364-2100
Email: talmassian@kalawgr.com
gekdahl@kalawgr.com
About Turbo Components
Turbo Components, Inc. is a producer and supplier of casted and
machined aluminum parts. The company is based in Fruitport, Mich.
Turbo Components sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-01005) on April 28,
2023, with $2,420,069 in assets and $4,647,278 in liabilities. Brad
Fortenbacher, president of Turbo Components, signed the petition.
Judge James W. Boyd oversees the case.
A. Todd Almassian, Esq., at Keller and Almassian, PLC and Distel
Thiede Advisory Services, LLC serve as the Debtor's legal counsel
and financial advisor, respectively.
VERITAS US: $1.70B Bank Debt Trades at 17% Discount
---------------------------------------------------
Participations in a syndicated loan under which Veritas US Inc is a
borrower were trading in the secondary market around 83.1
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.70 billion facility is a Term loan that is scheduled to
mature on September 1, 2025. The amount is fully drawn and
outstanding.
Veritas US Inc. designs and develops enterprise software
solutions.
VIRGIN PULSE: $185M Bank Debt Trades at 16% Discount
----------------------------------------------------
Participations in a syndicated loan under which Virgin Pulse Inc is
a borrower were trading in the secondary market around 83.6
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $185 million facility is a Term loan that is scheduled to
mature on April 6, 2029. The amount is fully drawn and
outstanding.
Virgin Pulse, Inc. operates as a digital health, well being, and
engagement company. The Company focuses on engaging users every day
in building and sustaining healthy behaviors and driving measurable
outcomes for employees, employers, and health plans.
WEX INC: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on WEX
Inc. The outlook remains stable. At the same time, S&P affirmed its
'BB-' issue rating on the company's senior secured debt.
The Portland, Maine based payment processing and information
management services company operates across three business
segments--mobility (approximately 61% of revenue), corporate
payments (17%), and benefits (21%)--and generates 88% of its
revenue within the U.S. and 12% across other regions, including
Asia-Pacific and Europe. As of March 31, 2023, its gross debt was
$7.9 billion, up $1.6 billion from March 31, 2022, largely because
of an increase in HSA deposit liabilities.
When calculating leverage, S&P includes in its measure of adjusted
debt short- and long-term debt and deposits, lease liabilities,
contingent considerations, and deferred consideration and earnouts,
less the portion of cash and short-term investments that it views
as highly liquid and readily accessible.
While WEX's HSA deposit liabilities nearly doubled to $2.6 billion
over the 12 months ended March 31, 2023, the company reported that
the weighted average cost of HSA deposits was just 11 basis points
as of that date. The company generates robust net interest income
because it has used a significant portion of these low-cost
deposits to fund its short-term investment portfolio, which grew to
$2.5 billion from $978 million during the 12 months ended March 31,
2023. As a result, S&P expects WEX to maintain EBITDA interest
coverage above 6.0x over the next 12 months.
For the rolling 12 months ended March 31, 2023, WEX's adjusted
EBITDA was $1.2 billion, up $282.6 million, or 31%, year over year.
While S&P expects strong growth to continue in the corporate
payments and benefits segments over the next 12 months, it thinks
the mobility segment will take a hit from lower fuel prices
throughout 2023. As a result, S&P expects revenue and adjusted
EBITDA growth to be in the high-single-digit to low-double-digit
range through the next 12 months.
WHEEL PROS: $1.18B Bank Debt Trades at 33% Discount
---------------------------------------------------
Participations in a syndicated loan under which Wheel Pros Inc is a
borrower were trading in the secondary market around 66.8
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $1.18 billion facility is a Term loan that is scheduled to
mature on May 11, 2028. The amount is fully drawn and
outstanding.
Wheel Pros, Inc. manufactures vehicle wheels. The Company
distributes wheels, tires, suspension, and accessories for
vehicles. Wheel Pros serves customers in the United States and
Canada.
WINDSOR HOLDINGS III: Moody's Rates New Senior Secured Notes 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
senior secured notes to be issued by Windsor Holdings III, LLC. The
ratings outlook is stable. Proceeds of the debt issuance will be
used to partially fund the acquisition of Univar Solutions, Inc. by
Apollo Global Management, Inc. The transaction was approved by the
shareholders on June 6 and is subject to regulatory approvals. Once
the transaction closes and Univar's debt is repaid, Moody's will
withdraw the ratings assigned to Univar Solutions, Inc.
Assignments:
Issuer: Windsor Holdings III, LLC
Senior Secured Regular Bond/Debenture, Assigned B2
RATINGS RATIONALE
The B1 corporate family rating of Windsor Holdings III, LLC (Univar
Solutions) reflects nearly doubling of balance sheet debt as a
result of the leveraged buyout by Apollo and a wholly owned
subsidiary of Abu Dhabi Investment Authority and the resultant
weakening of credit metrics. Pro forma for the acquisition, Moody's
adjusted debt to EBITDA in the twelve months ended March 31, 2023
rises to 4.9x (including previously announced bolt-on acquisitions
and expected new synergies) from 3.1x, EBITDA to Interest will
decline to about 2.5x from 6.7x and Retained Cash Flow to Debt will
fall to around 10% from 24%.
The rating also reflects narrow margins (EBITDA margin of 8.4% in
the twelve months ended March 31, 2023) that are inherent in the
distribution industry and acquisition-driven growth strategy, given
the fragmented nature of the industry. Moody's expect management to
continue this strategy under Apollo's ownership. Increasing
interest expense will limit the company's ability to repay debt or
fund acquisitions through free cash flow. In addition, Moody's
believes the company's earnings will decline from peak 2022 levels
this year as a result of destocking and lower economic activity and
demand. The debt-funded acquisition by Apollo increases the
financial risk of the business and Moody's expect Moody's adjusted
leverage to remain around 5x in 2024.
The credit profile of Windsor Holdings III is supported by its
leading market share in North America chemical and ingredient
distribution, the second largest market share in Europe and third
largest in Latin America. The credit profile benefits from the
company's broad distribution network and diverse product offerings
servicing broad array of end markets that provide a strong
competitive position in the distribution sector and provide some
stability during the economic slowdown. The credit profile benefits
from low capital expenditure requirements, however, the operations
are subject to working capital swings.
CIS-4 indicates that the rating is lower than it would have been if
ESG exposure did not exist. The rating is driven by the change in
financial policy as a result of the company's acquisition by
Apollo. Starting pro forma leverage is consistent with a B rating
category, the company is fully controlled by Apollo and a wholly
owned subsidiary of Abu Dhabi Investment Authority and will no
longer be releasing financials publicly.
As proposed, the new term credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. The agreement allows the company to incur incremental
debt in the amount not to exceed 1.0x of LTM EBITDA plus amounts
reallocated from general debt basket (0.5x of LTM EBITDA). The
company can incur additional senior secured debt as long as first
lien net debt leverage ratio does not exceed 5.0x or 5.5x for the
additional junior secured debt. The company can incur additional
unsecured debt subject to either FCCR>= 2.0x or total net
leverage ratio of 5.5x. Incremental debt not to exceed 1.0x of LTM
EBITDA may be incurred with an earlier maturity than the initial
term loans. The restricted payment covenant allows for (i)
distributions of 0.5x of LTM EBITDA, (ii) distributions based on
the greater of 50% of CNI and cumulative retained ECF and (iii)
unlimited distributions subject to pro forma compliance with 4.25x
total net leverage ratio.
The credit agreement permits the borrower to designate any existing
or subsequently acquired or organized subsidiary as an
"unrestricted subsidiary", which could result in collateral
"leakage" to unrestricted subsidiaries.
The B2 rating on the senior secured term credit facilities, one
notch below CFR, reflect their secondary position in the capital
structure behind the unrated $1.4 billion asset-based revolver. The
senior secured credit facilities have a first priority security
interest in all equity interests of the borrower and substantially
all material assets of the borrower and each subsidiary guarantor
(other than ABL priority collateral) and a second priority security
interest on the ABL priority collateral.
RATING OUTLOOK
The stable ratings outlook reflects a projected decline in earnings
in 2023, but expected release of working capital that will be used
to lower balance sheet debt and maintain leverage around 5x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Moody's would consider an upgrade if the company lowers balance
sheet debt and reduces leverage sustainably below 4.0x, increases
interest coverage above 2.5x and consistently generates retained
cash flow to debt above 10%.
Moody's would consider a downgrade if leverage remains above 5.0x
on a consistent basis; EBITDA to interest expense falls below 2.0x;
and retained cash flow to debt falls below 7%.
The company is expected to have good liquidity. Pro forma for the
transaction, the company will have $100 million of cash on hand and
$900 million of availability under the proposed $1.4 billion
five-year revolver. There are no near-term maturities and
amortization payments of 1% per year. The revolver has a springing
fixed charge covenant of 1x if availability is less than 10% of the
commitment or $105 million. The proposed term loans will have no
covenants. Moody's expect the company to remain in compliance with
covenants. The majority of assets are encumbered by the secured
credit facilities with guarantors accounting for approximately two
thirds of sales, EBITDA and assets.
Windsor Holdings III, LLC (Univar Solutions) is one of the largest
global chemical and ingredient distributors and providers of
related services, operating hundreds of distribution facilities to
service a diverse set of customers end markets in the US, Canada,
Europe, the Middle East, Latin America and the Asia Pacific region.
Univar Solutions' top 10 customers account for roughly 6% of sales,
while its top 10 suppliers represent roughly 41% of its total
chemical expenditures. For the 12 months ended March 31, 2023, the
company generated approximately $11.3 billion in revenue.
The principal methodology used in this rating was Chemicals
published in June 2022.
WOOD DUCK INN: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: Wood Duck Inn II LLC
21490 Dogwood Harbor Road
Tilghman, MD 21671
Business Description: The Debtor owns real estate property located
at 21490 Dogwood Harbor Road, Tilghman
Island, MD valued at $300,000.
Chapter 11 Petition Date: June 16, 2023
Court: United States Bankruptcy Court
District of Maryland
Case No.: 23-14274
Debtor's Counsel: Tate M. Russack, Esq.
RLC, PA
7999 North Federal Highway
Suite 102
Boca Raton, FL 33487
Tel: (410) 505-4150
Fax: (800) 883-5692
Email: Tate@russack.net
Total Assets: $300,000
Total Liabilities: $1,344,952
The petition was signed by Alexander Chase Doty as 100% owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6DPUOFA/Wood_Duck_Inn_II_LLC__mdbke-23-14274__0001.0.pdf?mcid=tGE4TAMA
YAK ACCESS: $419M Bank Debt Trades at 17% Discount
--------------------------------------------------
Participations in a syndicated loan under which Yak Access LLC is a
borrower were trading in the secondary market around 82.6
cents-on-the-dollar during the week ended Friday, June 16, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $419.1 million facility is a Term loan that is scheduled to
mature on March 10, 2028. The amount is fully drawn and
outstanding.
Yak Access LLC provides construction services. The Company offers
matting solutions, installation and removal of temporary roads,
construction of permanent access roads, and civil services.
[^] BOND PRICING: For the Week from June 12 to 16, 2023
-------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
99 Escrow Issuer Inc NDN 7.500 37.750 1/15/2026
99 Escrow Issuer Inc NDN 7.500 37.574 1/15/2026
99 Escrow Issuer Inc NDN 7.500 37.574 1/15/2026
Acorda Therapeutics Inc ACOR 6.000 62.104 12/1/2024
Air Methods Corp AIRM 8.000 4.058 5/15/2025
Air Methods Corp AIRM 8.000 4.894 5/15/2025
Amyris Inc AMRS 1.500 23.625 11/15/2026
Applied Optoelectronics AAOI 5.000 78.296 3/15/2024
Audacy Capital Corp CBSR 6.750 3.865 3/31/2029
Audacy Capital Corp CBSR 6.500 2.038 5/1/2027
Audacy Capital Corp CBSR 6.750 3.851 3/31/2029
BCB Bancorp Inc BCBP 5.625 95.152 8/1/2028
BCB Bancorp Inc BCBP 5.625 95.152 8/1/2028
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bed Bath & Beyond Inc BBBY 5.165 3.188 8/1/2044
Bed Bath & Beyond Inc BBBY 3.749 2.800 8/1/2024
Bed Bath & Beyond Inc BBBY 4.915 3.000 8/1/2034
Brixmor LLC BRX 6.900 9.875 2/15/2028
Citizens Financial Group CFG 6.000 88.210 N/A
Clovis Oncology Inc CLVS 1.250 12.120 5/1/2025
Clovis Oncology Inc CLVS 4.500 11.919 8/1/2024
Clovis Oncology Inc CLVS 4.500 12.250 8/1/2024
Curo Group Holdings Corp CURO 7.500 21.678 8/1/2028
Curo Group Holdings Corp CURO 7.500 22.465 8/1/2028
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.688 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 3.188 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.837 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.750 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 2.448 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.837 8/15/2026
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 5.375 3.652 8/15/2026
Diebold Nixdorf Inc DBD 9.375 17.313 7/15/2025
Diebold Nixdorf Inc DBD 8.500 1.000 10/15/2026
Diebold Nixdorf Inc DBD 9.375 16.500 7/15/2025
Diebold Nixdorf Inc DBD 9.375 17.073 7/15/2025
Diebold Nixdorf Inc DBD 8.500 3.750 10/15/2026
Diebold Nixdorf Inc DBD 9.375 17.073 7/15/2025
Diebold Nixdorf Inc DBD 9.375 17.020 7/15/2025
Diebold Nixdorf Inc DBD 8.500 0.839 10/15/2026
Discover Bank DFS 4.682 91.049 8/9/2028
EQT Corp EQT 5.678 98.664 10/1/2025
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Energy Conversion
Devices Inc ENER 3.000 0.551 6/15/2013
Envision Healthcare Corp EVHC 8.750 1.500 10/15/2026
Envision Healthcare Corp EVHC 8.750 0.971 10/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 9.638 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 9.641 7/15/2026
Federal Farm Credit
Banks Funding Corp FFCB 4.150 99.895 6/21/2023
Federal Farm Credit
Banks Funding Corp FFCB 1.450 99.731 6/21/2023
Federal Farm Credit
Banks Funding Corp FFCB 4.650 99.903 6/21/2023
Federal Home Loan Banks FHLB 2.280 99.320 6/23/2023
Federal Home Loan Banks FHLB 2.240 99.337 6/23/2023
Federal Home Loan Banks FHLB 2.250 99.698 6/23/2023
First Citizens
Bancshares Inc/TX FIRCTZ 6.000 89.805 9/1/2028
First Citizens
Bancshares Inc/TX FIRCTZ 6.000 89.805 9/1/2028
First Republic Bank/CA FRCB 4.375 1.301 8/1/2046
First Republic Bank/CA FRCB 4.625 1.203 2/13/2047
GNC Holdings Inc GNC 1.500 0.418 8/15/2020
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
Gossamer Bio Inc GOSS 5.000 31.250 6/1/2027
Groupon Inc GRPN 1.125 36.750 3/15/2026
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 40.362 6/1/2026
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 41.058 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 19.366 8/15/2029
HighPeak Energy Inc HPK 10.625 101.165 11/15/2024
HighPeak Energy Inc HPK 10.625 101.165 11/15/2024
HighPeak Energy Inc HPK 10.625 101.165 11/15/2024
Inseego Corp INSG 3.250 41.250 5/1/2025
Invacare Corp IVC 4.250 4.868 3/15/2026
Invacare Corp IVC 5.000 1.625 11/15/2024
JPMorgan Chase & Co JPM 2.000 85.700 8/20/2031
JPMorgan Chase Bank NA JPM 2.000 82.621 9/10/2031
Lannett Co Inc LCIN 7.750 5.500 4/15/2026
Lannett Co Inc LCIN 4.500 1.654 10/1/2026
Lannett Co Inc LCIN 7.750 5.739 4/15/2026
Lightning eMotors Inc ZEV 7.500 54.454 5/15/2024
MBIA Insurance Corp MBI 16.520 5.500 1/15/2033
MBIA Insurance Corp MBI 16.770 2.000 1/15/2033
Macquarie
Infrastructure
Holdings LLC MIC 2.000 97.499 10/1/2023
Macy's Retail Holdings M 7.875 96.269 3/1/2030
Macy's Retail Holdings M 7.875 96.269 3/1/2030
Marvell Technology Inc MRVL 4.200 99.672 6/22/2023
Marvell Technology Inc MRVL 4.200 99.615 6/22/2023
Mashantucket Western
Pequot Tribe MASHTU 7.350 41.250 7/1/2026
Morgan Stanley MS 1.800 72.312 8/27/2036
NBC Bancshares in
Pawhuska Inc NBCBNC 6.950 93.590 9/1/2028
NBC Bancshares in
Pawhuska Inc NBCBNC 6.950 93.590 9/1/2028
National CineMedia LLC NATCIN 5.750 0.375 8/15/2026
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 1/29/2020
Old Second Bancorp Inc OSBC 9.009 99.133 12/31/2026
Party City Holdings Inc PRTY 8.750 14.875 2/15/2026
Party City Holdings Inc PRTY 10.130 14.500 7/15/2025
Party City Holdings Inc PRTY 8.750 15.000 2/15/2026
Party City Holdings Inc PRTY 6.625 1.000 8/1/2026
Party City Holdings Inc PRTY 6.625 0.750 8/1/2026
Party City Holdings Inc PRTY 10.130 11.358 7/15/2025
Photo Holdings
Merger Sub Inc SFLY 8.500 46.157 10/1/2026
Photo Holdings
Merger Sub Inc SFLY 8.500 45.761 10/1/2026
Precigen Inc PGEN 3.500 99.563 7/1/2023
Radiology Partners Inc RADPAR 9.250 37.677 2/1/2028
Radiology Partners Inc RADPAR 9.250 36.936 2/1/2028
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 7.700 30.553 2/15/2027
Rite Aid Corp RAD 6.875 24.883 12/15/2028
Rite Aid Corp RAD 6.875 24.883 12/15/2028
RumbleON Inc RMBL 6.750 41.250 1/1/2025
SBL Holdings Inc SECBEN 7.000 66.400 N/A
SBL Holdings Inc SECBEN 7.000 60.000 N/A
SVB Financial Group SIVB 4.000 7.950 N/A
SVB Financial Group SIVB 4.100 7.005 N/A
SVB Financial Group SIVB 4.700 7.004 N/A
SVB Financial Group SIVB 4.250 7.005 N/A
Shift Technologies Inc SFT 4.750 10.460 5/15/2026
Signature
Bank/New York NY SBNY 4.000 0.750 10/15/2030
Signature
Bank/New York NY SBNY 4.125 1.266 11/1/2029
Talen Energy Supply LLC TLN 10.500 31.125 1/15/2026
Talen Energy Supply LLC TLN 6.500 30.875 6/1/2025
Talen Energy Supply LLC TLN 7.000 23.500 10/15/2027
Talen Energy Supply LLC TLN 9.500 23.467 7/15/2022
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 6.500 43.750 9/15/2024
Talen Energy Supply LLC TLN 6.500 23.500 9/15/2024
Talen Energy Supply LLC TLN 9.500 23.467 7/15/2022
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Team Health Holdings Inc TMH 6.375 50.525 2/1/2025
Team Health Holdings Inc TMH 6.375 49.319 2/1/2025
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 10.800 5/15/2027
US Renal Care Inc USRENA 10.625 27.365 7/15/2027
US Renal Care Inc USRENA 10.625 28.190 7/15/2027
UpHealth Inc UPH 6.250 31.081 6/15/2026
WeWork Cos Inc WEWORK 7.875 42.866 5/1/2025
WeWork Cos Inc WEWORK 7.875 41.798 5/1/2025
Wesco Aircraft Holdings WAIR 9.000 9.500 11/15/2026
Wesco Aircraft Holdings WAIR 8.500 4.500 11/15/2024
Wesco Aircraft Holdings WAIR 13.125 7.750 11/15/2027
Wesco Aircraft Holdings WAIR 13.125 7.241 11/15/2027
Wesco Aircraft Holdings WAIR 9.000 10.634 11/15/2026
Wesco Aircraft Holdings WAIR 8.500 5.352 11/15/2024
Western Global
Airlines LLC WGALLC 10.375 7.407 8/15/2025
Western Global
Airlines LLC WGALLC 10.375 7.469 8/15/2025
Zions Bancorp NA ZION 7.200 84.000 N/A
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
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Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
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the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***