/raid1/www/Hosts/bankrupt/TCR_Public/230622.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, June 22, 2023, Vol. 27, No. 172
Headlines
139-58TH ST: Case Summary & Five Unsecured Creditors
152 WEST PICO: Bid to Use Cash Collateral Denied
1716 R STREET: Unsecureds Get Paid What's Left From Sale
2202 EAST: Seeks Cash Collateral Access
287 NEW BRUNSWICK: Involuntary Chapter 11 Case Summary
34 SUMNER: Court OKs Cash Collateral Access Thru July 11
4924 S MARTIN: Wins Cash Collateral Access Thru July 21
634 WILSON AVE: Deal on Cash Collateral Access Thru June 27 OK'd
ALIERA COMPANIES: August 14 Plan & Disclosure Hearing Set
AMERICAN ROCK: S&P Downgrades ICR to 'B-' on High Leverage
ATHENEX INC: Court OKs Cash Collateral Access on Final Basis
ATRIX TRUCKING: Court OKs Interim Cash Collateral Access
AYTU BIOPHARMA: Nantahala, 2 Others Report 19.7% Stake
AYTU BIOPHARMA: Stonepine Capital, 3 Others, Report 9.9% Stake
BETTER TRANSPORT: Files Emergency Bid to Use Cash Collateral
BIONIK LABORATORIES: Launches Convertible Promissory Notes Offering
BIONIK LABORATORIES: To Issue 1.5M Shares to Directors, Consultants
BLUE STAR: Effects 1-for-20 Reverse Common Stock Split
BODY TEK: July 11 Plan Confirmation Hearing Set
BRINKER INTERNATIONAL: Moody's Rates New Sr. Unsecured Notes 'B1'
BRINKER INTERNATIONAL: S&P Rates New $350MM Sr. Unsec. Notes 'BB-'
BURFORD CAPITAL: Moody's Alters Outlook on 'Ba2' CFR to Positive
BURFORD CAPITAL: S&P Rates Senior Unsecured Notes Due 2031 'BB-'
BURKE BRANDS: Court OKs Cash Collateral Access Thru July 21
C&L DINERS: Court OKs Interim Cash Collateral Access
CBAK ENERGY: Regains Compliance With Nasdaq Listing Rule
CENTER FOR AUTISM: Court OKs $18MM DIP Loan from Ares Capital
CFS BRANDS: Moody's Affirms Caa1 CFR & Rates $83MM Loan Add-on Caa1
CHRISTMAS TREE: Seeks Approval of Disclosure Statement
CHRISTMAS TREE: Unsecureds Owed $85M to Get 7% Under Plan
CIVITAS RESOURCES: Moody's Alters Outlook on 'Ba3' CFR to Positive
CIVITAS RESOURCES: S&P Places 'BB-' ICR on CreditWatch Positive
CLEAR CHOICE: Court OKs Cash Collateral Access Thru Aug 16
CLOVIS ONCOLOGY: Equity Committee Taps NDA Partners as Consultant
CLOVIS ONCOLOGY: Further Amends Liquidating Plan
CONFLUENCE TECHNOLOGIES: Moody's Cuts CFR to Caa1, Outlook Stable
CORPORATE HOUSING: Files Emergency Bid to Use Cash Collateral
CSR WORLDWIDE: Court OKs Cash Collateral Access Thru July 7
CUSTOM ALLOY: Trident Maritime Acquires Assets
DAHLIA MEDITERRANEAN: Case Summary & One Unsecured Creditor
DAMON CAPITAL: Junior Lender Rejects Proposed Treatment in Plan
DIEBOLD HOLDING: Capital Research, Hein Park Lead Ad Hoc Group
DIJ GROUP: Seeks Until July 10 to File Chapter 11 Plan
EAST BROADWAY: Bank Says Plan is Not Confirmable on its Face
EAST BROADWAY: New York City Says Plan Not Confirmable
ESJ TOWERS: Delays Disclosure Statement Hearing to Aug. 22
ESSY QUALITY: Wins Cash Collateral Access on Final Basis
EVERGLADES CITY: Unsecureds to Get Share of Income for 5 Years
EXELA TECHNOLOGIES: S&P Downgrades ICR to 'CC', Outlook Negative
FIRST REPUBLIC BANK: September 5 Claim Filing Deadline Set
GAMESTOP CORP: RC Ventures, Ryan Cohen Hold 12.1% of Class A Shares
GENESIS CARE: Creditors Committee Named, Taps Kramer Levin
GENESIS CARE: Term Lender Group Disclose Members, Claims
GIBSON'S ENERGY: Moody's Puts 'Ba2' CFR Under Review for Upgrade
GLOBAL AVIATION: Court OKs Cash Collateral Access on Final Basis
GOLDEN Z LLC: July 14 Hearing on Disclosure Statement Set
GRAFTECH GLOBAL: Moody's Rates New $450MM Sr. Secured Notes 'B1'
GRAFTECH GLOBAL: S&P Rates New Senior Secured Notes 'BB'
GREENIDGE GENERATION: Receives Noncompliance Notice From Nasdaq
GREIF INC: Moody's Withdraws 'Ba1' Corporate Family Rating
GWG HOLDINGS: Court Confirms 2nd Amended Plan
GWG HOLDINGS: Further Amends Bondholders-Backed Plan
HELIX GEN: Moody's Rates New $850MM Senior Secured Debt 'Ba3'
HICKORY HILLZ: Seeks to Use $34,000 of Cash Collateral
HIGHWATER GROUP: Cash Collateral Access Terminated
HUB DUB: Case Summary & 14 Unsecured Creditors
IDAHO ALLERGY: Court OKs Deal on Cash Collateral Access
INFINERA CORP: Repurchases Existing Notes, Issues Additional Notes
INSPIREMD INC: Craig Shore Has 8% Stake as of June 8
JEFFERSON LA BREA: Court OKs Cash Collateral Access Thru Oct 31
KIDDE-FENWAL INC: Taps Morris Nichols Arsht & Tunnell as Co-Counsel
KOVA 521 LLC: July 10 Assets Sale After Loan Default
LEGACY CARES: Court OKs $9MM DIP Loan From UMB Bank
LUCIRA HEALTH: Files Payout Plan After Sale to Pfizer
LUCIRA HEALTH: Seeks Approval of Disclosures on Interim Basis
MONOGRAM FOOD: Moody's Lowers CFR to 'B3', Outlook Stable
MOXI ENTERPRISES: Court OKs Cash Collateral Access Thru July 20
MRS BUSY BEE: Court OKs Cash Collateral Access Thru Aug 22
MUSCLEPHARM CORP: Amends Plan to Include Ryan Drexler Secured Claim
NERVIVE INC: Seeks to Hire Auction Advisors as Broker
NEW JERSEY VISION: Seeks Cash Collateral Access
NEW MILLENNIUM MEDICAL: Court OKs Cash Access on Final Basis
NIKOFAM INC: Court OKs Cash Collateral Access Thru Aug 16
NOB HILL INN: Gets OK to Hire Santino DeRose of Maven as Broker
NORTH SHORE: Deadline to File Plan Extended to July 12
OMNIQ CORP: "PERCS" to be Deployed at Mercy College, New York
ONEMAIN FINANCE: S&P Rates New $500MM Senior Unsecured Notes 'BB'
ONKAAR INC: Court OKs Cash Collateral Access Thru July 17
ONORATI CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
PARKWAY GENERATION: Moody's Cuts Rating on Sr. Secured Loans to B1
PERFECTLY PRISCILLA: Wins Interim Cash Collateral Access
PERIMETER ORTHOPAEDICS: Court OKs Interim Cash Collateral Access
PICO INDUSTRIES: Seeks Cash Collateral Access on Final Basis
PORTER'S PENINSULA: Court OKs Cash Collateral Use on Final Basis
PROFESSIONAL DIVERSITY: Registers 750K Shares Under 2023 Plan
PROSPERITAS LEADERSHIP: Case Summary & Three Unsecured Creditors
Q BIOMED: Incurs $722K Net Loss in First Quarter
QUALITY HEATING: Court OKs Cash Collateral Access Thru Aug 16
RAGING BULL: August 1 Disclosure Statement Hearing Set
RECONEXT: Moody's Affirms 'Caa2' CFR & Alters Outlook to Stable
RENNASENTIENT INC: Court OKs Interim Cash Collateral Access
RIBA FOODS: Case Summary & 20 Largest Unsecured Creditors
ROOSEVELT INN: August 24 Plan Confirmation Hearing Set
RTW CONSTRUCTION: Cash Collateral Access, $1MM DIP Loan OK'd
S2 ENERGY: Wins Interim Cash Collateral Access
SAFE ELECTRIC: Court OKs Cash Collateral Access Thru July 12
SAN ANTONIO ASPHALT: Seeks Cash Collateral Access
SC BEACH: Taps Hodges Ward Elliot as Broker
SHIFRIN & ASSOCIATES: Unsecureds to Get Share of Income for 5 Years
SIANA OIL: Voluntary Chapter 11 Case Summary
SILVER TRIDENT: Court OKs Cash Collateral Access Thru June 30
SKILLZ INC: Grant Thornton Replaces Ernst & Young as Auditor
SOLER & SOLER: Gets OK to Hire Dinnall Fyne & Co. as Accountant
STULTZ & STEPHAN: Seeks Cash Collateral Access
THREE AMINOS: Case Summary & 14 Unsecured Creditors
TJC SPARTECH: Moody's Lowers CFR to B3, Outlook Stable
TRANSOCEAN LTD: Registers 30 Million Shares Under 2015 LTIP
TRIMED HEALTHCARE: Seeks Cash Collateral Access
UPLAND SOFTWARE: Moody's Affirms 'B2' CFR, Outlook Remains Stable
US TELEPACIFIC: Moody's Lowers PDR to 'D-PD' on Distressed Exchange
VISIONARY LABELS: Court OKs Deal on Cash Collateral Access
WC BRAKER: Chapter 11 Trustee Taps John Mosely as Accountant
WESCO AIRCRAFT: PIMCO, Silver Point Disclose 1L, DIP Claims
WESTERN GLOBAL AIRLINES: S&P Withdraws 'CCC' Issuer Credit Rating
WESTERN GLOBAL: Moody's Withdraws 'Caa1' Corporate Family Rating
WEXFORD LABS: Case Summary & 20 Largest Unsecured Creditors
XPLORE INC: Moody's Affirms 'B3' CFR & Alters Outlook to Negative
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
139-58TH ST: Case Summary & Five Unsecured Creditors
----------------------------------------------------
Debtor: 139-58th St LLC
139 58th Street
Brooklyn, NY 11220
Business Description: The Debtor owns real property located at
139 58th Street, Brooklyn, New York valued
at $6 million (based on broker's opinion).
Chapter 11 Petition Date: June 20, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-42151
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Charles Wertman, Esq.
THE LAW OFFICES OF CHARLES WERTMAN
100 Merrick Road
Suite 304W
Rockville Centre, NY 11570
Tel: (516) 284-0900
Email: charles@cwertmanlaw.com
Total Assets: $6,060,000
Total Liabilities: $4,920,000
The petition was signed by Janet Rush as member.
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/AVE4IMA/139-58th_St_LLC__nyebke-23-42151__0001.0.pdf?mcid=tGE4TAMA
152 WEST PICO: Bid to Use Cash Collateral Denied
------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, denied as moot the motion to use cash
collateral filed by 152 West Pico, LLC for the reason as stated on
the record on the hearing held on June 14, 2023.
As previously reported by the Troubled Company Reporter, the Debtor
sought authority to use the cash collateral of its secured
creditors, Aspec Servicing, Inc. and North Star Lending, LLC.
The Debtor requires the use of cash collateral to pay the
reasonable expenses it incurs during the ordinary course of its
business.
The Debtor fell behind on its mortgage obligations to Aspec, the
first lien holder during the pandemic interest rate increased from
6.5% to 11.5% (default interest). The payments increased from
approximately $22,000 to $37,000 monthly plus fees and other
charges. The Debtor tried to make partial payments but the payments
were rejected, and the Debtor needed approximately $300,000 to
reinstate the loan. The property has been appraised for about $8.5
million. There is about $3 million worth of damages done by the
tenant making it challenging to get a fair price. The Debtor
intends to pursue legal action against the tenant for damages
soon.
A copy of the order is available at https://urlcurt.com/u?l=eUJxNZ
from PacerMonitor.com.
About 152 West Pico LLC
152 West Pico LLC owns a property located at 152 West Pico Blvd Los
Angeles, CA, valued at $8.52 million (based on comparable sales
valuation).
152 West Pico LLC filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11537) on March
17, 2023. In the petition filed by Payam Ebrahimian, as managing
member, the Debtor reported total assets of $8,519,000 and total
liabilities of $6,475,215.
Judge Sandra R. Klein oversees the case.
The Debtor is represented by Onyinye N. Anyama, Esq., at Anyama Law
Firm, A Professional Corp.
1716 R STREET: Unsecureds Get Paid What's Left From Sale
--------------------------------------------------------
1716 R Street Flats LLC and The Z Flats L.L.C. submitted an Amended
Disclosure Statement with respect to Third Amended Joint Plan of
Liquidation.
1716 R Street Flats LLC and The Z Flats L.L.C. are single asset
real estate limited liability companies organized under the laws of
the District of Columbia with a principal place of business located
in the District of Columbia. The sole significant tangible asset of
each Debtor is Debtor's real property located at:
For 1716 R Street Flats LLC, the 1716 R Street Property: that
certain real property located at 1716 R Street, SE, Washington DC
20020, Lot 0003, Square 5596, and all improvements thereon.
For The Z Flats L.L.C. Z Flats Property: that certain real property
located at 116 Emerson Street, NW Washington, DC 20011, Lot 0005,
Square 3401, and all improvements thereon.
The 1716 R Street Property is pledged to WCP Fund I LLC in its
Capacity as Servicer for SF NU, LLC its Capacity as Servicer for SF
NU, LLC ("WCP Fund") in the asserted amount of $531,413.88 plus
attorneys fees as of May 2, 2023, plus a second lien of
approximately $1,077,099.69 (the "WCP Second Lien").
The Z Flats Property is pledged to Trustar Bank, which has an
asserted balance owed as of the Petition Date of $1,439,611.55. WCP
also asserts the WCP Second Lien against the Z Flats Property.
The Plan proposes the sale of the Z Flats Property pursuant to the
Contract, subject to higher and better bids. Unless higher and
better bids are received, the sales proceeds will not exceed the
first lien of Trustar Bank, and administrative and general
unsecured creditors will receive a distribution of $4,000 (the "Z
Flats Reserve").
The Plan proposes to sell the 1716 R Street Property to WCP in
exchange for a $5,250.00 reserve, plus $250 in U.S. Trustee fees
(the "1716 R WCP Reserve").
The Plan will treat claims as follows:
* Class 1C – Unsecured Claims against The Z Flats, LLC. On
the Distribution Date, The Z Flats, LLC shall pay any amounts left
over from the Z Flats Reserve after payment of Administrative and
Priority Tax Claims, to holders of General Unsecured Claims in full
and complete satisfaction of General Unsecured Claims. The Class 1C
Claim is impaired. Holders of Allowed Class 1C Claims are entitled
to vote to accept or reject the Plan.
* Class 2C – Unsecured Claims against 1716 R Street LLC. On
the Distribution Date, 1716 R Street LLC shall pay any amounts left
over from the 1716 R WCP Reserve after payment of Administrative
and Priority Tax Claims, to holders of General Unsecured Claims in
full and complete satisfaction of General Unsecured Claims. The
Class 2C Claim is impaired. Holders of Allowed Class 2C Claims are
entitled to vote to accept or reject the Plan.
To generate sufficient funds to assist in consummating this Plan,
The Z Flats, L.L.C. will sell the Z Flats Property to Buyer within
60 days of confirmation free and clear of liens (the "Z Flats
Sale") pursuant to the contract. The sales price will be not less
than 1,360,000.00. The sale will be subject to higher bids,
including the right of Trustar Bank to credit bid, provided that
Trustar Bank agrees to pay the customary costs of sale excluding
realtors commissions, as well as US Trustee fees, and the Z Flats
Reserve, not to exceed $15,000. Any bids must be received within 10
days after the Confirmation Date, and provide for at least
$1,365,000.00 in consideration, and, for any bid other than a
credit bid, provide at least a $25,000 deposit. In the event a
higher and better bid is received, bidding will proceed in $5,000
increments at an auction to be conducted within 30 days of the
Confirmation Date. The Confirmation Order will authorize the sale
to Buyer. The tenants have no rights under the Tenant Opportunity
to Purchase Act ("TOPA") because this is a sale through a Chapter
11 bankruptcy process and plan. If the closing of the sale of the Z
Flats Property does not occur for any reason on or before 75 days
after the Confirmation Date, Trustar Bank shall have the absolute,
unrestricted right to complete a foreclosure of the Z Flats
Property and pursue any other available right or claims under the
Trustar Bank loan documents without regard to any injunction,
decree, or stay, automatic or otherwise, in this or any subsequent
bankruptcy case.
The Bankruptcy Court has scheduled the Plan confirmation hearing
for July 26, 2023, at 9:00 a.m. (prevailing Eastern time), at the
United States Bankruptcy Court for the District of Columbia,
Courtroom 1, U.S. Courthouse, 333 Constitution Avenue, Washington,
DC 20001. Objections, if any, to confirmation of the Plan must be
filed with the Clerk of the Bankruptcy Court and served so that
they are received on or before July 19, 2023.
Counsel for the Debtors:
Justin P. Fasano, Esq.
MCNAMEE HOSEA, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Tel: (301) 441-2420
Fax: (301) 982-9450
E-mail: jfasano@mhlawyers.com
A copy of the Amended Disclosure Statement dated June 7, 2023, is
available at bit.ly/3N2feC8 from PacerMonitor.com.
About 1716 R Street Flats
1716 R Street Flats, LLC, and affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.C. Lead Case No.
23-00017) on Jan. 16, 2023. In the petition signed by Richard
Cunningham, managing member, 1716 R Street Flats disclosed up to $1
million in assets and up to $10 million in liabilities.
Judge Elizabeth L. Gunn oversees the cases.
McNamee Hosea, PA, is the Debtor's legal counsel.
2202 EAST: Seeks Cash Collateral Access
---------------------------------------
Carolyn A. Dye, the Chapter 11 trustee for 2202 East Anderson Ave,
LLC, asks the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, for authority to use cash
collateral and provide adequate protection.
The trustee is seeking the use of cash collateral to allow her to
pay utilities and other immediately urgent expenses of the property
located at 2808-2850 South Santa Fe Avenue, Vernon, CA 90058,
inclusive of property taxes, and the bond with respect to her
service as trustee, pursuant to a budget attached to her supporting
declaration.
The Debtor has as its sole asset the commercial real property
located at 2808-2850 South Santa Fe Avenue, Vernon, CA 90058. There
are currently three tenants on the property, with one comparatively
small unit vacant. The within bankruptcy was filed on March 23,
2023, the day before the subject property was scheduled to be the
subject of a foreclosure sale conducted by its first position
secured lender, Pacific Premier Bank.
There also had been state court litigation pending since 2019
concerning disputed ownership of the Debtor. The case was filed
initially as a Subchapter V and Susan Seflin served as the
Subchapter V trustee, although it was ineligible for Subchapter V
because the Debtor was clearly a Single Asset Real Estate entity.
The present Trustee was appointed upon the striking of the
Subchapter V designation on May 23, 2023.
All of the money on-hand and coming into the estate from rents is
the cash collateral of Pacific Premier Bank, the first position
secured creditor with respect to the property. As of the beginning
of May, Pacific Premier Bank claimed to be owed $4.402 million. The
bank's claim does not include unpaid property taxes to Los Angeles
County which it has estimated in filings therein at $621,995 -- but
which the Debtor scheduled initially at $133,226 and in its Amended
Schedules at $461,649. The Debtor has scheduled a judgment lien in
favor of a party known as Emory Park, Inc. in the sum of $669,000
which the Trustee is investigating and which is junior to Pacific
Premier Bank. Lastly, a group of creditors describing themselves as
the "Stepen Family Members" are listed as having a disputed secured
claim for $430,000. The Trustee has investigated this claim which,
whatever its merits as an unsecured claim, is clearly not secured.
The Debtor has scheduled the property in its Amended Schedules as
having a value of $10 million (although its initial schedules said
$6.6 million). The Trustee's investigation estimates the value of
the property at $6.5 million to $7.3 million based on comparable
square foot pricing in the area. The trustee is not aware of a
claim by any party that the property is worth less than $6.5
million. In any event, it is the Trustee's intention to sell the
property and she expects to have a much better idea of what the
market for the property is in the months to come. Whatever happens,
since the property will be sold, there will not be a long delay in
payment to the secured creditors.
Pacific Premier Bank will be adequately protected because the value
of the property is estimated to be $6.8 million, whereas the
balance of the bank's loan is estimated to be no more than $5.1
million, inclusive of unpaid property taxes, leaving an adequate
protection cushion for the bank of at least $1.7 million. In any
event, any order entered therein is without prejudice to the
trustee or Pacific Premier Bank subsequently seeking an order for
adequate protection payments.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=y8phBq from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$6,500 for June 2023;
$7,800 for July 2023; and
$7,800 for August 2023.
About 2202 East Anderson Street
2202 East Anderson Street, LLC, a Los Angeles-based company, filed
a petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. C.D. Calif. Case No. 23-11695) on March 23, 2023, with $1
million to $10 million in both assets and liabilities. Susan K.
Seflin was appointed as Subchapter V trustee.
On May 22, 2023, the bankruptcy court issued an order striking 2202
East's designation as a Subchapter V debtor and on May 23, 2023,
the court ordered the U.S. Trustee for Region 16 to appoint a
Chapter 11 trustee.
Judge Neil W. Bason oversees the case.
The Debtor is represented by Raymond H. Aver, Esq., at the Law
Offices of Raymond H. Aver.
287 NEW BRUNSWICK: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: 287 New Brunswick Enterprises, LLC
1500 West Blancke Street
Linden NJ 07036
Involuntary Chapter
11 Petition Date: June 21, 2023
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 23-15354
Judge: Hon. Kathryn C. Ferguson
Petitioners' Counsel: Not Indicated
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ECHCN7Q/287_New_Brunswick_Enterprises__njbke-23-15354__0001.0.pdf?mcid=tGE4TAMA
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
1. Israel Meir Farkash Judgment $105,000
1909 New York Ave
Brooklyn NY 11210
34 SUMNER: Court OKs Cash Collateral Access Thru July 11
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Western Division, authorized 34 Sumner Realty LLC to continue using
cash collateral on an interim basis under the same terms and
conditions as the previous order through July 11, 2023, except that
with regard to a special condo assessment, the Debtor will remit
$7,305 to Sumner Place at Forest Park Condominiums during June
2023.
A hearing on the matter is set for July 11 at 10:30 a.m.
The Debtor is directed to file a reconciliation for the period
ending June 30, 2023 on or before July 7.
As previously reported by the Troubled Company Reporter, the Debtor
is attempting to operate its businesses and manage its affairs and
properties, although its efforts are being thwarted by the first
mortgagee on its properties, Mooring NC IV, LLC.
The first mortgage on the Debtor's property located in 34 Sumner
Avenue, Springfield, Massachusetts -- save perhaps one condominium
and certain parking places -- was originally held by Security
Mutual Insurance Company of New York, and was transferred to
Mooring in May or June 2022. Security Mutual took possession of
the 34 Sumner Avenue Property approximately three years ago, and
Mooring has continued to possess the property, receiving rents.
There is a second mortgage held by Belvidere Capital LLC.
The Debtor says it needs to use the cash collateral assets
generated by the rentals to continue paying condominium fees,
utilities, insurance, real estate taxes, maintenance, and related
items. The Debtor proposes to retain any balance in its
debtor-in-possession account.
These creditors assert security interests in the Debtors'
properties:
-- Mooring NC IV, LLC with a principal place of business at
100 Court street, P.O. Box 1625, Binghamton, New York, 13902.
Mooring claims a first mortgage on the real properties of the
Debtor, securing a loan of approximately $3,500,000; this loan was
a refinance of the original mortgage obligation incurred in the
purchase of the Debtor's real properties.
-- Belvidere Capital, LLC, 396 Andover Street, Lowell, MA
01852, claims a second mortgage on the real properties of the
Debtor, securing a loan of approximately $3,000,000. The Debtor did
not receive the benefits of this loan, but rather an affiliate of
the Debtor did.
As adequate protection to the Secured Creditors for the Debtor's
use of assets in which the Secured Creditors claim a security
interest, to the extent that the Debtor's use of cash collateral
results in a decrease in the value of the Secured Creditors'
interest in their collateral, the Secured Creditors are granted
replacement liens and security interests in all of the Debtor's
assets in which the Secured Creditors possess a security interest
as of the Petition Date, to the same extent, validity, priority and
enforceability of their perfected security interests that they
would have had in the absence of the bankruptcy filing.
A copy of the order is available at https://urlcurt.com/u?l=8aXeMm
from PacerMonitor.com.
About 34 Sumner Realty LLC
34 Sumner Realty LLC owns various condominium units, garage units,
retail unit, and storage unit, at 34 Sumner Avenue, Springfield,
MA, with an aggregate value of $4 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-30073) on March 2,
2023. In the petition signed by Louis Masaschi, as manager, the
Debtor disclosed $4,000,000 in assets and $7,000,000 in debts.
Judge Elizabeth D. Katz oversees the case.
The Law Offices of Louis S. Robin serves as counsel to the Debtor.
4924 S MARTIN: Wins Cash Collateral Access Thru July 21
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized 4924 S. Martin Luther King LLC to use
cash collateral on an interim basis in accordance with the budget,
through July 21, 2023.
As previously reported by the Troubled Company Reporter, the Debtor
requires the use of cash collateral to pay its expenses.
The Debtor believes there may be pre-petition liens on its real
estate property in favor of U.S. Bank in a sum that exceeds the
value of all assets at the time of the filing for relief pursuant
to a foreclosure action filed in the Circuit Court of Cook County,
Illinois.
As adequate protection, U.S. Bank is granted a lien on the proceeds
of the cash collateral subsequent to the filing of the Chapter 11
petition subject to the extent and validity of the lien.
The Debtor is also directed to make an adequate protection payment
to U.S. Bank on or before July 8 and each month thereafter.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=VOiQHn from PacerMonitor.com.
The Debtor projects $10,100 in net sales and $2,600 in total
expenses for one month.
About 4924 S. Martin Luther King LLC
4924 S. Martin Luther King LLC is a Single Asset Real Estate. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ill. Case No. 23-04726) on April 10, 2023. In the
petition signed by Faris Faycurry, president, the Debtor disclosed
up to $10 million in both assets and liabilities.
Judge Janet S. Baer oversees the case.
Paul M. Bach, Esq., at Bach Law Offices, Inc., represents the
Debtor as legal counsel.
634 WILSON AVE: Deal on Cash Collateral Access Thru June 27 OK'd
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized 634 Wilson Ave LLC and its affiliates to use cash
collateral on an interim basis in accordance with the budget and
its agreement with Fannie Mae, through June 27, 2023.
The Debtor requires the use of cash collateral to continue its
operations.
Fannie Mae has consented to the use by the Debtors of cash
collateral during the period from and including the Petition Date
to and including the Termination Date to pay the Debtors' ordinary
and necessary administrative expenses on the terms and subject to
the conditions contained in the Order.
On December 4, 2018, the Debtors each entered into an Amended and
Restated Multifamily Note with Greystone Servicing Corporation,
Inc.
In order to secure the obligations due to Fannie Mae under the
Amended Notes, the Debtors on December 4, 2018, each granted
Greystone a senior lien in its respective Property pursuant to a
Consolidation, Extension and Modification Agreement. As additional
security, on December 4, 2018, the Debtors each granted Greystone a
security interest in all of its non-real property assets pursuant
to a Multifamily Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing. Each ALR was duly recorded in the
Office of the City Register and perfected by the filing of UCC1
financing statements with the State of New York and the City of New
York.
The Debtors' obligations under the Loan Documents are secured by,
among other things, first priority liens on substantially all of
the Debtors' property.
On December 4, 2018, Greystone has assigned all of its right, title
and interest in and to the Loan Documents and the liens and
security interests conveyed thereunder to Fannie Mae, which
assignments have been memorialized by allonges and Assignments of
Mortgages.
Fannie Mae holds valid, binding, and perfected liens on and
security interests in all of the Collateral.
The Debtors are indebted to Fannie Mae in the aggregate amount of
$3.874 million.
Fannie Mae asserts that all rents, issues, or profits received from
each Property are property of Fannie Mae pursuant to the Loan
Documents.
The Debtors specifically dispute Fannie Mae's assertions that the
rents, issues, or profits received from each Property are property
of Fannie Mae, and the Debtors reserve their right to object to
same.
Before the Petition Date, the Debtors defaulted under their
respective Loan Documents, including by failing to pay monthly
installments of debt service commencing in April and May 2020, as
applicable. On August 10, 2021, Fannie Mae caused a Notice of
Default, Acceleration, and Demand for Payment to be delivered to
each Debtor.
Fannie Mae commenced actions against each of the Debtors in the
Supreme Court of the State of New York, Kings County, to foreclose
the CEMAs and related Loan Documents encumbering the Properties.
Receivers were appointed in the Debtors' foreclosure cases, who
took possession of the respective Properties and collected rents
therefrom.
These events constitute an "Event of Default":
(i) Use of cash collateral in excess of the permitted variance
of the Budget,
(ii) Failure to timely make any payment required by the
Stipulation and Order when due, including the Adequate Protection
Payments, real property taxes, or insurance premiums, or
(iii) Committing an Event of Default under the Loan Documents,
other than as modified by the Order or any existing pre-Petition
Date defaults.
Unless extended further with the written consent of Fannie Mae, the
authorization granted to each respective Debtor to use cash
collateral under the Order will terminate immediately upon the
earliest to occur of the following:
(i) Entry of an order by the Court confirming a chapter 11
plan or plans;
(ii) The entry of an order dismissing the respective the
Debtor's Bankruptcy Case;
(iii) The entry of an order converting the respective the
Debtor's Bankruptcy Case to a case under chapter 7;
(iv) The entry of an order appointing a chapter 11 trustee,
examiner, or other fiduciary with respect to the one of the
Debtor's bankruptcy estates or the Debtor's real property;
(v) Entry of an order granting relief from the automatic stay
provided under 11 U.S.C. section 362(a) entered on request of any
entity other than Fannie Mae holding a lien and security interest
in any of the Debtors' assets having an aggregate value in excess
of $10,000;
(vi) A Debtor's failure to timely cure an Event of Default;
(vii) The cessation of business by Debtors or if Debtors are
prevented from conducting business in the ordinary course;
(viii) Any of the financial information provided by Debtors to
Fannie Mae is materially inaccurate;
(ix) The failure by Debtors to deliver to Fannie Mae any of the
documents or other information required to be delivered pursuant to
the Order when due and the continuation of such failure for three
Business Days;
(x) The failure by the Debtors to maintain and preserve the
Collateral;
(xi) The failure by the Debtors to maintain adequate insurance
under the Loan Documents;
(xii) The failure by Debtors to observe or perform any of the
terms or provisions contained therein, and the continuation of such
failure for two Business Days; or
(xiii) Entry of an order reversing, vacating, or otherwise
amending, supplementing or modifying the Order to which Fannie Mae
has not consented.
As adequate protection, Fannie Mae is granted valid, perfected, and
enforceable first-priority security interests in and liens on all
of the following property, assets and rights of Debtors.
The Replacement Liens and security interests granted are
automatically deemed perfected upon entry of the Stipulation and
Order without the necessity of Fannie Mae having to take
possession, file financing statements, mortgages, or other typical
security documents.
As additional adequate protection for any Diminution, Fannie Mae
will have a superpriority administrative expense claim pursuant to
11 U.S.C. section 507(b), which claim will have priority over all
other administrative expenses allowable under the Bankruptcy Code.
The Replacement Liens and Super Priority Claim granted to Fannie
Mae will be subject to:
(i) United States Trustee fees due from each Debtor pursuant
to 28 U.S.C. section 1930 and interest pursuant to 31 U.S.C.
section 3717;
(ii) Professional Fees and disbursements incurred and to be
incurred by the retained professionals of the Debtors and any
Official Committee of Unsecured Creditors, less any retainers
received by such professionals, to the extent that such fees and
disbursements are allowed as administrative expenses by the Court
and in an amount not to exceed $25,000 for each Debtor's estate;
(iii) The payment of any claim of any subsequently appointed
Chapter 7 Trustee to the extent of $10,000 for each Debtor; and
(iv) Estate causes of action and the proceeds of any recoveries
of estate causes of action under Chapter 5 of the Bankruptcy Code.
A final hearing on the matter is set for June 27 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=EJRyV2
from PacerMonitor.com.
About 634 Wilson Ave LLC
634 Wilson Ave LLC, et al., own multi-family properties in
Brooklyn, New York.
634 Wilson Ave LLC, along with affiliates 221 Himrod ST LLC,
867-871 Knickerbocker LLC, 299 Throop Ave LLC, 1427 43 ST LLC,
sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No.
23-41156) on April 4, 2023. In the petition filed by Zalmen
Wagschal, as sole member, the Debtor reported assets and
liabilities between $1 million and $10 million each.
The Honorable Bankruptcy Judge Jil Mazer-Marino handles the cases.
The Debtors are represented by Erica Feynman Aisner, Esq. at Kirby
Aisner & Curley LLP.
ALIERA COMPANIES: August 14 Plan & Disclosure Hearing Set
---------------------------------------------------------
The Aliera Companies, Inc. d/b/a Aliera Healthcare, Inc., et al.,
and the Official Committee of Unsecured Creditors filed with the
U.S. Bankruptcy Court for the District of Delaware a motion for
entry of an order approving the Disclosure Statement.
On June 15, 2023, Judge Thomas M. Horan granted the motion and
ordered that:
* August 14, 2023 at 11:00 a.m. is the combined hearing on
final approval of the adequacy of the Disclosure Statement and
confirmation of the Plan.
* August 4, 2023 at 4:00 p.m. is the deadline to file
objections to the adequacy of the Disclosure Statement and
confirmation of the Plan.
* August 9, 2023 at 4:00 p.m. is the deadline for the Plan
Proponents to file the Voting Report.
* August 9, 2023 at 4:00 p.m. is the e Deadline for the Plan
Proponents (and other parties in support of the Plan) to file a
brief in support of confirmation of the Plan and/or a reply to any
objections to the final approval of the Disclosure Statement and
confirmation of the Plan.
* August 4, 2023 at 4:00 p.m. is the deadline to submit
Ballots to accept or reject the Plan.
A copy of the order dated June 15, 2023 is available at
https://urlcurt.com/u?l=Rw7gnI from Epiq Corporate Restructuring,
LLC, claims agent.
Counsel for the Debtors:
SCROGGINS & WILLIAMSON, P.C.
J. Robert Williamson
Ashley Reynolds Ray
4401 Northside Parkway
Suite 450
Atlanta, GA 30327
(404) 893-3880
- and -
MONZACK MERSKY AND BROWDER, P.A.
Rachel B. Mersky
1201 Orange Street, Suite 400
Wilmington, DE 19801
T: (302) 656-8162
F: (302) 656-2769
E: rmersky@monlaw.com
Counsel for the Official Committee of Unsecured Creditors:
GREENBERG TRAURIG, LLP
Dennis A. Meloro
222 Delaware Avenue, Suite 1600
Wilmington, DE 19801
T: (302) 661-7000
E: melorod@gtlaw.com
- and -
John D. Elrod
3333 Piedmont Road, NE, Suite 2500
Atlanta, GA 30305
T: (678) 553-2259
F: (678) 553-2269
E: elrodj@gtlaw.com
About Aliera Companies
The Aliera Companies Inc. is focused on providing a full spectrum
of revolutionary options and services to a multitude of industries
that fit every need and budget. The company provides services to
support its subsidiaries which focus on the unique aspects of the
health care industry.
Plaintiffs in a case -- docketed as Hanna Albina and Austin
Willard, individually and on behalf of others similarly situated,
Plaintiffs, v. The Aliera Companies, Inc., Trinity Healthshare,
Inc. and Oneshare Health, LLC Unity Healthshare, LLC, Case No.
20-CV-00496, (E.D. Ky., Dec. 11, 2020) -- filed an involuntary
petition under Chapter 11 of the Bankruptcy Code against Aliera
(Bankr. D. Del. Case No. 21-11548) on Dec. 5, 2021.
Joseph H. Huston, Jr., Esq., of Stevens & Lee, P.C., is the
petitioners and plaintiffs' counsel.
On Dec. 21, 2021, Aliera filed a voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 21-59493), disclosing assets of $1
million to $10 million and liabilities of $500 million to $1
billion. Advevo LLC and three other Aliera affiliates –
Ensurian Agency LLC, Tactic Edge Solutions LLC and USA Benefits &
Administrators LLC -- also filed voluntary Chapter 11 petitions on
Dec. 21, 2021.
On Jan. 25, 2022, the petitioning creditors obtained an order
granting their motion to transfer the voluntary Chapter 11 cases to
the Delaware Bankruptcy Court, which has been overseeing the
liquidation of Aliera's affiliated corporation, Trinity
Healthshare, Inc., now known as Sharity Ministries, Inc.
On Feb. 16, 2022, Judge John T. Dorsey of the Delaware Bankruptcy
Court ordered the consolidation of Aliera's voluntary Chapter 11
proceeding with the involuntary case filed by the petitioning
creditors (with Case No. 21-11548 being the surviving case number)
and terminated the company's voluntary proceeding.
Meanwhile, Judge Dorsey ordered the joint administration of the
involuntary proceeding and the four other voluntary cases filed by
the Aliera affiliates, with Case No. 21-11548 as the lead
bankruptcy case.
The Debtors tapped J. Robert Williamson, Esq., at Scroggins &
Williamson, P.C. and Monzack Mersky and Browder, PA as bankruptcy
counsels; SeatonHill Partners, LP as financial advisor; and Katie
Goodman, managing member of GGG Partners, LLC, as chief liquidation
officer. Epiq Corporate Restructuring, LLC is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Feb. 21, 2022. The committee is represented
by Greenberg Traurig, LLP.
AMERICAN ROCK: S&P Downgrades ICR to 'B-' on High Leverage
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Mount
Morris, N.Y.-based salt producer American Rock Salt Co. LLC to 'B-'
from 'B'.
S&P said, "Concurrently, we lowered our issue-level ratings on the
first-lien term loan to 'B-' from 'B' and on the second-lien term
loan to 'CCC' from 'CCC+'. The '3' and '6' recovery ratings,
respectively, are unchanged.
"The stable outlook reflects our view that earnings should improve
if better volumes take hold in fiscal 2024 in this cyclical
industry. In our base-case scenario, more stable market conditions
support higher profits and leverage holding at about 7x-8x, which
we believe should contribute to some marginally positive free cash
flow generation."
The downgrade reflects consistent periods of higher-than-expected
leverage, which is likely to continue over the next 12-24 months.
American Rock Salt's leverage could remain in the 8x-9x range in
fiscal 2023 given our projection of relatively flat to a marginal
decline in EBITDA. The company secured high-single-digit percentage
price increases during the 2022-2023 highway de-icing salt tender
season, compared to flat prices in the previous fiscal year. S&P
said, "Although the price increases could normally be enough to
offset inflationary pressures, we expect that a 10%-15% decline in
volumes following a milder-than-expected 2022-2023 winter season
will more than offset price increases. Since fiscal 2021, when
adjusted EBITDA declined about 8%, American Rock Salt's adjusted
EBITDA has not grown meaningfully due to several factors, including
higher inflation, volume declines, and competitive market
pressures. Meanwhile, its adjusted debt increased about 51% over
that same period following a refinancing of its capital structure
and debt-financed dividend distribution in 2021. We believe the
increased debt eroded the cushion in American Rock Salt's metrics
to absorb earnings volatility, leading to leverage consistently
above 7x the past two fiscal years. This could continue even if
volumes return to the last-five-years average. We anticipate
leverage could improve to the 7x-8x range in fiscal 2024 with our
expectation of a 5%-10% increase in volumes. That said, snow events
in American Rock Salt's markets have steadily declined over the
past five years, which remains a key risk in this weather-dependent
business."
American Rock Salt will continue to generate cash flow sufficient
to cover its capital expenditure (capex) and rising interest costs,
but not to meaningfully reduce debt. The company's first-lien ($476
million of principal outstanding) and second-lien term loans ($115
million) as of March 31, 2023, bear floating interest rates. S&P
said, "As a result, the company's interest expense rose
approximately 35% last fiscal year, and we expect it will increase
a further 30% in fiscal 2023 given the rise in federal fund rates
over the past 12 months. Still, we believe American Rock Salt will
generate cash flow sufficient to meet its interest obligations and
modest capex requirements. We expect EBITDA interest coverage will
deteriorate close to 1x in fiscal 2023 before improving close to
1.5x in fiscal 2024, assuming our expectation of a modest recovery
in EBITDA. We expect capex to remain elevated in the $12
million-$18 million range given its expansion and mine efficiency
initiatives. These include the Westward expansion, continuous
mining initiative, and replacement of certain equipment that should
support increased salt storage. Free operating cash flow (FOCF)
could likely remain positive but marginal given the high interest
expense. Although the company intends to suspend regular and tax
distributions this fiscal year, we do not expect significant
discretionary cash flow to be available to reduce debt."
Liquidity could deteriorate quickly if covenants get tested.
American Rock Salt is subject to a springing fixed-charge covenant
test when excess availability under its asset-based lending (ABL)
facility falls to less than 10%. S&P said, "Given our projection of
higher interest expense and relatively flat growth in EBITDA in
2023, we believe American Rock Salt could likely fall short of the
minimum fixed-charge covenant ratio test of 1.1x. However, given
the company's history of working capital management and drawings
under the facility, we do not anticipate the covenant being tested
over our forecast period. Furthermore, we believe there is
increased likelihood the company could not absorb high-impact,
low-probability adversities, even after factoring in potential
capital-spending cuts, reductions in shareholder distributions, and
asset sales (the company relies on one mine). Finally, we do not
believe American Rock Salt exercised prudent risk management or
took sufficient necessary steps to ensure continued adequate
liquidity, given its history of dividends. Specifically, the high
interest costs associated with the debt-financed distribution of
$207 million in 2021, constrained liquidity. Furthermore, the
company made some tax distributions last fiscal year when it posted
weaker-than-expected operating results. As result, we now assess
its liquidity as less than adequate."
S&P said, "The stable outlook reflects our expectation that
American Rock Salt could generate another year of leverage close to
9x in fiscal 2023 before improving to the 7x-8x range by the end of
fiscal 2024. We assume modest recovery in volumes and EBITDA.
Importantly, we estimate American Rock Salt could still generate
cash flows sufficient to finance its operations, including modest
capital requirements and rising interest costs.
"We could lower our ratings on American Rock Salt over the next 12
months if earnings significantly deteriorated due to an operational
disruption at its mine or sustained periods of mild winter weather
and/or weak pricing." In such a scenario, S&P would expect:
-- FOCF deficits;
-- Weak liquidity of sources less than 1.2x its uses or a breach
of its liquidity covenant;
-- EBITDA interest coverage ratio of about 1x or less; or
-- An unsustainable capital structure, including but not limited
to leverage that approaches double digits.
S&P could raise its ratings on American Rock Salt over the next 12
months if adjusted leverage trends lower toward 6x. This could
happen if the company:
-- Meaningfully reduces gross debt; or
-- Increases EBITDA about 40%-50%, backed by our belief that it
can sustain that.
ESG credit indicators: E-3, S-2, G-3
ATHENEX INC: Court OKs Cash Collateral Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Athenex, Inc. to use cash collateral
on a final basis, in accordance with the budget, with a 15%
variance.
The Debtor requires the use of cash collateral to, among other
things, (A) pay adequate protection payments; and (B) pay the costs
of administration of their estates, including the payment of
professional fees and expenses, and to satisfy other working
capital and general corporate needs of the Debtors.
Under the Credit Agreement and Guaranty, dated as of June 19, 2020,
among Athenex, Inc., Oaktree Fund Administration, LLC, as
Administrative Agent, the guarantors from time to time party
thereto and the lenders from time to time party thereto, the Debtor
borrowed loans thereunder consisting of term loans of up to $225
million in Commitments. As of the Petition Date, the Debtor was
indebted to the Prepetition Term Loan Secured Parties pursuant to
the Prepetition Term Loan Documents in the aggregate principal
amount of not less than $41.875 million plus interest and fees.
As adequate protection, the Prepetition Term Loan Administrative
Agent for the benefit of itself and the other Prepetition Term Loan
Secured Parties, is granted valid, binding, continuing,
enforceable, fully-perfected, nonavoidable, first-priority senior,
additional and replacement security interests in and liens on (i)
the Prepetition Collateral and (ii) all of the Debtors' now-owned
and hereafter-acquired real and personal property, assets and
rights.
As further adequate protection, and to the extent provided by
sections 503(b) and 507(b) of the Bankruptcy Code, the Debtors
granted on a final basis effective as of the Petition Date, to each
of the Prepetition Term Loan Administrative Agent, for the benefit
of itself and the Prepetition Term Loan Secured Parties, allowed
superpriority administrative expense claims in the Chapter 11 Cases
ahead of and senior to any and all other administrative expense
claims in the Chapter 11 Cases to the extent of any Diminution in
Value, junior only to the Carve Out.
The Carve-Out means the sum of:
(i) All fees required to be paid to the Clerk of the Court and
to the Office of the United States Trustee under 28 U.S.C. section
1930(a) plus interest at the statutory rate;
(ii) All reasonable fees and expenses up to $75,000 incurred by
a trustee under 11 U.S.C. section 726(b) of the Bankruptcy Code;
(iii) To the extent allowed at any time, whether by interim
order, procedural order, or otherwise, all unpaid fees and expenses
incurred by persons or firms retained by the Debtors or the
Committee at any time before delivery by the Prepetition Term Loan
Administrative Agent of a Carve Out Trigger Notice, whether allowed
by the Court prior to or after delivery of a Carve Out Trigger
Notice;
(iv) Allowed Professional Fees of Professional Persons in an
aggregate amount not to exceed $550,000 incurred after the first
business day following delivery by the Prepetition Term Loan
Administrative Agent of the Carve Out Trigger Notice, to the extent
allowed at any time, whether by interim order, procedural order, or
otherwise, less the amount of any prepetition retainers received by
any such Professional Persons and not previously returned or
applied to fees and expenses;
(v) Amounts payable by the Debtors under any Court-approved
key employee retention plan (but,for the avoidance of doubt, not
any amounts payable under any key employee incentive plan); and
(vi) Accrued and unpaid obligations of the Debtors for
postpetition payroll and employee-related taxes and benefits as of
the date of the delivery of the Carve-Out Trigger Notice to the
extent set forth in the Approved Budget.
The events that consist a "Termination Event" include:
(a) The violation of any material term of this Final Order by
the Debtors that is not cured within three business days of receipt
by the Debtors of notice from the Prepetition Term Loan
Administrative Agent of such default, violation or breach (which
may be provided to the Debtors by e-mail);
(b) Entry of any order modifying, reversing, revoking,
staying, rescinding, vacating, or amending the Final Order without
the express written consent of the Prepetition Term Loan
Administrative Agent; and
(c) The Chapter 11 Cases are dismissed or converted to cases
under chapter 7 of the Bankruptcy Code, or without the express
written consent of the Prepetition Term Loan Administrative Agent,
a trustee under chapter 11 of the Bankruptcy Code, an examiner with
expanded powers or a responsible officer or similar person is
appointed in the Chapter 11 Cases, or the Chapter 11 Cases is
transferred or there is a change of venue, or the Debtors file any
motion, pleading or proceedings seeking or consenting to the
granting of any of the foregoing relief, or any order is entered
granting any of the relief enumerated in subsection 7(c).
A copy of the order is available at https://urlcurt.com/u?l=7UBnIs
from Epiq, the claims agent.
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell therapy
products for the treatment of cancer. The Company's mission is to
become a leader in bringing innovative cancer treatments to the
market and to improve patient health outcomes. In pursuit of the
mission, Athenex leverages years of experience in research and
development, clinical trials, regulatory standards, and
manufacturing. The Company is focused on its innovative Cell
Therapy platform, based on natural killer T ("NKT") cells.
On May 14, 2023, Athenex, Inc. and five affiliated companies
initiated voluntary Chapter 11 proceedings (Bankr. S.D. Tex. Lead
Case No. 23-90295). The Company's cases have been assigned to the
Honorable David R. Jones.
Athenex commenced these proceedings after conducting a strategic
review and reaching an agreement with its lenders to conduct an
expedited, orderly sales process of the Company's assets across its
primary businesses: Athenex Pharmaceutical Division, Orascovery,
and Cell Therapy.
In the petition filed by Nicholas K. Campbell, as chief
restructuring officer, the Debtor reported assets and liabilities
between $100 million and $500 million.
Pachulski Stang Ziehl & Jones LLP is acting as Athenex's legal
counsel. MERU is serving as its financial advisor, and Cassel
Salpeter & Co., LLC as its investment banker. Epiq is the claims
agent.
ATRIX TRUCKING: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Atrix Trucking Corp. to use the cash collateral of
Synovus Bank, the U.S. Small Business Administration, and Energy
122 Trust, on an interim basis in accordance with the budget,
retroactive to April 25, 2023.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including monthly payments to
the Subchapter V trustee; (b) the current and necessary expenses
set forth in the budget, plus an amount not to exceed 10% for each
line item; and (c) additional amounts as may be expressly approved
in writing by the Secured Creditors.
The Secured Creditors will have perfected post-petition liens
against cash collateral to the same extent and with the same
validity and priority as their pre-petition liens, without the need
to file or execute any document as may otherwise be required under
applicable non bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with the Secured Creditors.
A continued hearing on the Debtor's cash collateral use is set for
August 8, 2023, at 10:30 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=xenD6C from PacerMonitor.com.
The Debtor projects $556,665 in gross profit and $1.5 million in
total expenses, for one year.
About Atrix Trucking Corp.
Atrix Trucking Corp., a company in Maitland, Fla., filed its
voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 23-01540) on April 25, 2023, with $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Charles E.
Joseph, president of Atrix Trucking, signed the petition.
Judge Grace E. Robson oversees the case.
Buddy D. Ford, P.A. serves as the Debtor's legal counsel.
AYTU BIOPHARMA: Nantahala, 2 Others Report 19.7% Stake
------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Nantahala Capital Management, LLC, Wilmot B. Harkey,
Daniel Mack reported that as of June 13, 2023, they beneficially
own 1,086,812 shares of common stock of Aytu Biopharma, Inc.,
representing 19.7 percent of the Shares outstanding.
The percentage is based upon a total of 5,523,874 shares of Common
Stock outstanding, which is the sum of (i) 3,780,179 shares of
Common Stock outstanding, which is the total number of shares of
Common Stock outstanding as of May 8, 2023, as reported in the
Issuer's 10-Q filed with the SEC on May 11, 2023, and (ii)
1,743,695 shares of Common Stock issued by the Issuer on June 13,
2023 in connection with the Offering.
Nantahala, as the investment adviser of the Nantahala Investors,
may be deemed to beneficially own the 1,086,812 shares of Common
Stock held by the Nantahala Investors. In addition, Mr. Harkey and
Mr. Mack, as principals of Nantahala, the investment adviser of the
Nantahala Investors, may also be deemed to beneficially own the
1,086,812 shares of Common Stock beneficially held by the Nantahala
Investors.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1385818/000110465923072336/tm2319020d1_sc13da.htm
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a
pharmaceutical company commercializing a portfolio of commercial
prescription therapeutics and consumer health products. The
Company's prescription products include Adzenys XR-ODT
(amphetamine) extended-release orally disintegrating tablets and
Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets for the treatment of attention deficit
hyperactivity disorder (ADHD), as well as Karbinal ER
(carbinoxamine maleate), an extended-release antihistamine
suspension indicated to treat numerous allergic conditions, and
Poly-Vi-Flor and Tri-Vi-Flor, two complementary fluoride-based
prescription vitamin product lines available in various
formulations for infants and children with fluoride deficiency.
Aytu's consumer health segment markets a range of over-the-counter
medicines, personal care products, and dietary supplements
addressing a range of common conditions including diabetes,
allergy, hair regrowth, and gastrointestinal conditions.
Aytu Biopharma reported a net loss of $110.17 million for the year
ended June 30, 2022, compared to a net loss of $58.29 million for
the year ended June 30, 2021. As of March 31, 2023, the Company
had $147.22 million in total assets, $106.30 million in total
liabilities, and $40.91 million in total stockholders' equity.
Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Sept. 27, 2022, citing that the Company's operations have
historically consumed cash and are expected to continue to consume
cash, which raises substantial doubt about the Company's ability to
continue as a going concern.
AYTU BIOPHARMA: Stonepine Capital, 3 Others, Report 9.9% Stake
--------------------------------------------------------------
Stonepine Capital Management, LLC, Stonepine Capital, L.P., Jon M.
Plexico, and Timothy P. Lynch disclosed in a Schedule 13G filed
with the Securities and Exchange Commission that as of June 9,
2023, they beneficially owned 563,842 shares of common stock of
Aytu BioPharma, Inc., representing 9.99 percent of the Shares
outstanding.
The shares of the Stock beneficially owned by the Filers reported
in this Schedule 13G consist of (1) 443,646 shares of the Stock,
(2) Prefunded Warrants to acquire 430,217 shares of the Stock, (3)
Tranche A Warrants to acquire 815,217 shares of the Stock and (4)
Tranche B Warrants to acquire 815,217 shares of the Stock. The
Prefunded Warrants, the Tranche A Warrants and the Tranche B
Warrants are each subject to a 9.99% beneficial ownership
limitation. The percentages reported in this Schedule 13G are
based on 5,523,874 shares of the Stock outstanding after the
offering of shares and warrants reported in the Prospectus filed by
the Issuer on June 12, 2023.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1385818/000093583623000462/aytu13g.htm
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a
pharmaceutical company commercializing a portfolio of commercial
prescription therapeutics and consumer health products. The
Company's prescription products include Adzenys XR-ODT
(amphetamine) extended-release orally disintegrating tablets and
Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets for the treatment of attention deficit
hyperactivity disorder (ADHD), as well as Karbinal ER
(carbinoxamine maleate), an extended-release antihistamine
suspension indicated to treat numerous allergic conditions, and
Poly-Vi-Flor and Tri-Vi-Flor, two complementary fluoride-based
prescription vitamin product lines available in various
formulations for infants and children with fluoride deficiency.
Aytu's consumer health segment markets a range of over-the-counter
medicines, personal care products, and dietary supplements
addressing a range of common conditions including diabetes,
allergy, hair regrowth, and gastrointestinal conditions.
Aytu Biopharma reported a net loss of $110.17 million for the year
ended June 30, 2022, compared to a net loss of $58.29 million for
the year ended June 30, 2021. As of March 31, 2023, the Company
had $147.22 million in total assets, $106.30 million in total
liabilities, and $40.91 million in total stockholders' equity.
Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Sept. 27, 2022, citing that the Company's operations have
historically consumed cash and are expected to continue to consume
cash, which raises substantial doubt about the Company's ability to
continue as a going concern.
BETTER TRANSPORT: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------
Better Transport Services, LLC asks the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, for authority to
use cash collateral to pay for:
-- expenses as set forth in the budget; and
-- any other unforeseeable expenses that may arise and pose a
threat to the Debtor's continued operations.
A search in the Texas Secretary of State shows that allegedly
secured positions are held by C T Corporation System (Unknown UCC
Filing 21-0028881959); Kalamata Capital Group, LLC and FundFi
Merchant Funding LLC.
The Debtor depends on the use of cash collateral for payroll and
general operating expenses. The Debtor contends it is critical to
the business operations and to its reorganization efforts that it
pay contractors and employees and expenses for transportation
services using cash collateral. Revenue is generated through the
Debtor's non-emergency medical transportation business that
transports individuals to and from medical appointments in rural
areas business.
The Debtor proposes that those revenue be deposited in its DIP
operating account pending entry of an order allowing use of cash
collateral.
A copy of the motion is available at https://urlcurt.com/u?l=mUNVGi
from PacerMonitor.com.
The Debtor projects $170,000 in cash receipts and $146,711 in cash
disbursements for a 30-day period. A copy of the budget is
available at https://urlcurt.com/u?l=Je6Apq from PacerMonitor.com.
About Better Transport Services, LLC
Better Transport Services, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32218) on
June 15, 2023. In the petition signed by Hana Almomani, president,
the Debtor disclosed up to $100,000 in assets and up to $500,000 in
liabilities.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
legal counsel.
BIONIK LABORATORIES: Launches Convertible Promissory Notes Offering
-------------------------------------------------------------------
Bionik Laboratories Corp. said in a Form 8-K filed with the
Securities and Exchange Commission it had launched a new private
offering of its convertible promissory notes of up to $2,000,000,
with an initial subscription of $220,000 from an affiliate of the
Company's Chairman, Andre-Jacques Auberton-Herve. The Holder
subscribed to the Note pursuant to a Subscription Agreement.
The Company intends to use the net proceeds from the Note for the
Company's working capital and general corporate purposes.
The Note bears interest at a fixed rate of 1% per month, computed
based on a 360-day year of twelve 30-day months and will be
payable, along with the principal amount, on June 1, 2024.
The Note will be convertible into equity of the Company upon the
following events on the following terms:
* On the Maturity Date without any action on the part of the
Holder, the outstanding principal and accrued and unpaid interest
under the Note will be converted into shares of common stock at a
conversion price equal to $0.60 per share.
* Upon the consummation of the next equity or equity linked
round of financing of the Company for cash proceeds, without any
action on the part of the Holder, the outstanding principal and
accrued and unpaid interest under the Note will be converted into
shares of common stock at a conversion price equal to the lesser of
(a) the issue price per share in the Qualified Financing and (b)
$0.60 per share.
The Note contains customary events of default, which, if uncured,
entitle the Holder to accelerate the due date of the unpaid
principal amount of, and all accrued and unpaid interest on, the
Note.
Director Notes
On June 14, 2023, Audrey Frederique Thevenon, and on June 16, 2023,
Joseph Martin, each a director of the Company, agreed to convert
$108,333 of accrued director fees due and owing to each of them,
into a promissory note.
Each Director Note bears interest at a fixed rate of 1% per month,
computed based on a 360-day year of twelve 30-day months and will
be payable, along with the principal amount, on the earlier of (a)
the 10-year anniversary of the issue date, (b) such date that the
Company generates at least $10 million in annual revenues and (c)
the consummation of an equity or equity linked round of financing
of the Company for cash proceeds of no less than $10 million. Each
Director Note may be prepaid by the Company in whole or in part,
without need for the consent of the holder.
Each Director Note contains customary events of default, which, if
uncured, entitle the holder to accelerate the due date of the
unpaid principal amount of, and all accrued and unpaid interest on,
the Director Note.
Each Director Note provides for a general release of the Company
with respect to the Accrued Director Fees, subject to the Company's
compliance with the terms of the Director Note and other
limitations.
About BIONIK Laboratories
Bionik Laboratories Corp. -- http://www.BIONIKlabs.com-- is a
robotics company focused on providing rehabilitation and mobility
solutions to individuals with neurological and mobility challenges
from hospital to home. The Company has a portfolio of products
focused on upper and lower extremity rehabilitation for stroke and
other mobility-impaired patients, including three products on the
market and three products in varying stages of development.
Bionik reported a net loss and comprehensive loss of $10.41 million
for the year ended March 31, 2022, compared to a net loss and
comprehensive loss of $13.62 million for the year ended March 31,
2021. As of Dec. 31, 2022, the Company had $3.68 million in total
assets, $4.21 million in total liabilities, and a total
stockholders' deficit of $521,906.
In its Quarterly Report for the three months ended Dec. 31, 2022,
Bionik Laboratories said, "There can be no assurance that necessary
debt or equity financing will be available, or will be available on
terms acceptable to us, in which case we may be unable to meet our
obligations or fully implement our business plan, if at all. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."
Toronto, Canada-based MNP LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 9,
2022, citing that the Company has experienced losses and has a
working capital deficiency and an accumulated deficit. These
conditions, along with other matters, raise substantial doubt about
Company's ability to continue as a going concern.
BIONIK LABORATORIES: To Issue 1.5M Shares to Directors, Consultants
-------------------------------------------------------------------
Bionik Laboratories Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission it directed the issuance, as of
May 31, 2023, of an aggregate of 1,518,725 shares of the Company's
common stock, as payment in full for all accrued and unpaid
directors fees and consulting fees, as the case may be, to each of
Remi Gaston-Dreyfus, Andre-Jacques Auberton-Herve, Charles Matine
and Michal Prywata, through May 31, 2023.
Such shares were issued in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended, and/or Regulation S under the Securities Act.
About BIONIK Laboratories
Bionik Laboratories Corp. -- http://www.BIONIKlabs.com-- is a
robotics company focused on providing rehabilitation and mobility
solutions to individuals with neurological and mobility challenges
from hospital to home. The Company has a portfolio of products
focused on upper and lower extremity rehabilitation for stroke and
other mobility-impaired patients, including three products on the
market and three products in varying stages of development.
Bionik reported a net loss and comprehensive loss of $10.41 million
for the year ended March 31, 2022, compared to a net loss and
comprehensive loss of $13.62 million for the year ended March 31,
2021. As of Dec. 31, 2022, the Company had $3.68 million in total
assets, $4.21 million in total liabilities, and a total
stockholders' deficit of $521,906.
In its Quarterly Report for the three months ended Dec. 31, 2022,
Bionik Laboratories said, "There can be no assurance that necessary
debt or equity financing will be available, or will be available on
terms acceptable to us, in which case we may be unable to meet our
obligations or fully implement our business plan, if at all. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern."
Toronto, Canada-based MNP LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated June 9,
2022, citing that the Company has experienced losses and has a
working capital deficiency and an accumulated deficit. These
conditions, along with other matters, raise substantial doubt about
Company's ability to continue as a going concern.
BLUE STAR: Effects 1-for-20 Reverse Common Stock Split
------------------------------------------------------
Blue Star Foods Corp. effectuated a 1-for-20 reverse stock split of
its outstanding common stock effective as of the commencement of
trading on June 21, 2023.
The Company's stockholders approved the Reverse Stock Split at the
special meeting of stockholders held on May 10, 2023, at a ratio
ranging from 1-for-2 to 1-for-50, with such ratio and the
implementation and timing of such Reverse Stock Split to be
determined by the Company's Board of Directors.
The principal purpose of the Reverse Stock Split is to decrease the
total number of shares of common stock outstanding and
proportionately increase the market price of the common stock in
order to meet the continued listing requirements of The Nasdaq
Capital Market. The Company's common stock will continue to trade
under the symbol "BSFC."
As a result of the Reverse Stock Split, every 20 shares of the
Company's common stock issued and outstanding will be automatically
reclassified into one new share of common stock. The Reverse Stock
Split will not modify any rights or preferences of the shares of
the Company's common stock. Proportionate adjustments will be made
to the exercise prices and the number of shares underlying the
Company's outstanding equity awards, convertible notes, and
warrants, as applicable. The common stock issued pursuant to the
Reverse Stock Split will remain fully paid and non-assessable. The
Reverse Stock Split will not affect the number of authorized shares
of common stock or the par value of the common stock nor will it
change the authorized shares of Preferred Stock or the relative
voting power of such holders of our outstanding common stock.
No fractional shares will be issued in connection with the Reverse
Stock Split. Stockholders who would otherwise be entitled to
receive fractional shares as a result of the Reverse Stock Split
will be entitled to a cash payment in lieu thereof after the sale
on the open market of the aggregated fractional shares by the
exchange agent for the reverse split.
VStock Transfer has been appointed by the Company to act as its
exchange agent for the Reverse Stock Split. Stockholders owning
pre-split shares via a bank, broker or other nominee will have
their positions automatically adjusted to reflect the Reverse Stock
Split and will not be required to take further action in connection
with the Reverse Stock Split, subject to brokers' particular
processes. Similarly, registered stockholders holding pre-split
shares of the Company's common stock electronically in book-entry
form are also not required to take further action in connection
with the Reverse Stock Split. Holders of certificated shares will
be contacted by the Company or its exchange agent with further
details about how to surrender old certificates.
About Blue Star Foods
Based in Miami, Florida, Blue Star Foods Corp.
--https://bluestarfoods.com -- is a seafood company with a focus on
Recirculatory Aquaculture Systems (RAS) that processes, packages
and sells high-value seafood products. The Company believes it
utilizes best-in-class technology, in both resource sustainability
management and traceability, and ecological packaging. The Company
also owns and operates the oldest continuously operating
Recirculating Aquaculture System (RAS) full grow-out salmon farm in
North America.
Blue Star reported a net loss of $13.19 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.61 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.68
million in total assets, $9.92 million in total liabilities, and a
total stockholders' deficit of $1.24 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
BODY TEK: July 11 Plan Confirmation Hearing Set
-----------------------------------------------
Judge Scott M. Grossman has entered an order conditionally
approving the Disclosure Statement of Body Tek Fitness, Inc.
The Court will conduct the Plan confirmation hearing and consider
final approval of the Disclosure Statement and any timely-filed fee
applications will be held on July 11, 2023 at 1:30 p.m. in U.S.
Courthouse, 299 E. Broward Blvd., Courtroom 308, Fort Lauderdale,
FL 33301.
The deadline for filing and serving fee applications will be on
June 16, 2023.
The deadline for filing and serving a notice summarizing all fee
applications will be on June 20, 2023.
The deadline for objections to claims will be on June 27, 2023.
The deadline for filing ballots accepting or rejecting the Plan
will be on July 5, 2023.
The deadline to file motions Under Fed. R. Civ. P. 43(a) will be on
July 5, 2023.
The deadline for objections to confirmation of the Plan and to
final approval of the Disclosure Statement will be on July 6,
2023.
The deadline for filing Proponent's report and confirmation
affidavit will be on July 6, 2023.
The deadline for Filing Exhibit Register and Uploading Any Exhibits
a party intends to introduce into evidence at Confirmation Hearing
will be on July 6, 2023.
About Body Tek Fitness
Body Tek Fitness Inc. is a Wilton Manors, Florida-based gym chain.
Body Tek Fitness, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (S.D. Fla. Case No. 23-10936) on Feb 3. 2023, with
up to $100,000 in assets and up to $1 million in liabilities. Judge
Scott M. Grossman oversees the case.
Susan D. Lasky P.A. is the Debtor's legal counsel.
BRINKER INTERNATIONAL: Moody's Rates New Sr. Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Brinker
International, Inc.'s proposed senior unsecured global notes. The
company's existing ratings and negative outlook are unchanged.
Proceeds from the new notes will be used to repay a portion of
outstanding indebtedness under Brinker's unrated secured revolving
credit facility due 2026, with any remaining net proceeds to be
used for general corporate purposes. As of June 13, 2023, Brinker
had around $536 million of revolver borrowing outstanding. The
ratings are subject to the transactions closing as proposed and
review of final documentation.
Assignments:
Issuer: Brinker International, Inc.
Senior Unsecured Global Notes, Assigned B1
RATINGS RATIONALE
Brinker's Ba3 CFR benefits from its high level of brand awareness
of its two brands Chili's and Maggiano's, meaningful scale, good
product pipeline and technology initiatives that are expected to
drive incremental traffic and mitigate inflationary pressures over
the longer term. The ratings are constrained by the earnings
concentration with Chili's, which requires this core brand to
generate profitable same restaurant sales trends on a consistent
basis. In addition, the uncertainty with regards to the ability and
willingness of consumers to maintain or increase their spend on
food away from home remains a concern as ongoing inflationary
pressures, while easing, negatively impact purchasing power.
Weaker-than-expected operating performance in calendar 2022 led to
a significant deterioration in credit metrics and negative free
cash flow, which have only recently begun to improve. As of March
29, 2023, Moody's adjusted debt-to-EBITDA was around 4.5 times, but
EBIT-to-interest remined weak at around 1.7 times.
Brinker's liquidity is adequate, reflecting Moody's expectation
that modest balance sheet cash, a return to positive free cash flow
and ample excess availability under its $900 million secured
revolving credit facility will be sufficient to support cash flow
needs over the next 12 -18 months. Moody's expects the company to
focus on debt reduction with excess free cash flow going forward,
and that it will refinance remaining debt maturities well in
advance including its remaining $350 million unsecured notes due in
October 2024.
The negative outlook reflects the risk that the increasingly
difficult operating environment could challenge Brinker's ability
to sustain improvement in performance and cash flows, reduce debt
and improve credit metrics, particularly interest coverage, over
the next 12-18 months.
The B1 rating assigned to the proposed $350 million senior
unsecured global notes reflects their junior position to the
company's existing $900 million secured revolving credit facility
due August 2026 (unrated). The new notes rank equally with
Brinker's existing $350 million senior unsecured notes due October
2024. The notes are guaranteed on a senior unsecured basis by each
existing and future domestic restricted subsidiary that are
guarantors or borrowers under Brinker's secured revolving credit
facility and 2024 notes.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Brinker's ratings could be downgraded if operating performance
improvement fails to materialize such that adjusted debt-to-EBITDA
remains above 4.75 times or EBIT coverage of interest below 2.0
times. A sustained deterioration in liquidity for any reason could
also result in a downward rating pressure, including free cash flow
remaining negative or failure to address looming debt maturities.
An upgrade of Brinker's ratings would require improved operating
performance and credit metrics while maintaining good liquidity,
including an extended longer term debt maturity profile and
positive free cash flow. Metrics include adjusted debt-to-EBITDA
sustained below 4.0 times and EBIT coverage of interest sustained
above 2.75 times.
Brinker International, Inc. owns, operates and franchises the
casual dining concepts Chili's Grill & Bar (Chili's) and Maggiano's
Little Italy. As of March 29, 2023, Brinker had about 1,184
company-owned restaurants and approximately 470 franchised
restaurants, and trailing twelve month revenue of approximately
$4.1 billion.
The principal methodology used in this rating was Restaurants
published in August 2021.
BRINKER INTERNATIONAL: S&P Rates New $350MM Sr. Unsec. Notes 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '4'
recovery rating to Brinker International Inc.'s proposed $350
million senior unsecured notes due 2030. The '4' recovery rating
indicates S&P's expectation for average recovery (30%-50%; rounded
estimate: 30%) in the event of a bankruptcy or payment default.
S&P said, "Our 'BB-' issue-level rating on Brinker's $350 million
senior unsecured notes due 2024 is unchanged, and we revised our
recovery rating to '4' from '3'. The '4' recovery rating indicates
our expectation for average recovery (30%-50%; rounded estimate:
30%) in the event of a bankruptcy or payment default.
"Our issuer credit rating on the company is unchanged. We expect
Brinker will use the proceeds from the proposed notes to pay down
outstanding borrowings under its revolving credit facility, which
it previously used to repay its $300 million senior unsecured notes
due May 15, 2023."
Brinker increased its earnings by 10.8% in the third quarter (ended
March 29, 2023) on 9.6% and 21.6% increases in its comparable
restaurant sales at Chili's and Maggiano's, respectively, due to
improved menu pricing and mix. The company's reported operating
income for the quarter also improved by 90 basis points to 5.9%
from 5.0% in 2022.
S&P said, "We expect Brinker's S&P Global Ratings-adjusted leverage
will be near the mid-4x area in fiscal year 2023 before improving
in fiscal year 2024. As of March 29, 2023, the company's S&P Global
Ratings-adjusted debt to EBITDA was 4.4x, up from 4.0x a year ago
due to inflationary pressures (though an improvement relative to
its 4.8x leverage as of the previous quarter ended December 2022).
We anticipate Brinker will generate improved earnings as it
realizes the benefits from its operating initiatives, particularly
those related to its menu pricing.
"The negative outlook reflects the elevated risk related to
Brinker's ability to balance maintaining its value proposition and
not alienating customers while also increasing its profitability.
We expect the company's leverage will remain in the mid-4x area in
fiscal year 2023 before improving to the high-3x area by the end of
fiscal year 2024 as it improves its earnings base and pays down
debt. Brinker has a stated leverage target of 2.0x-2.5x, which
compares with its S&P Global Ratings-reported debt to EBITDA of
2.8x as of the third quarter."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's recovery analysis assumes a simulated default occurring
in 2027. It believes a potential default scenario would involve a
material deterioration in the company's macroeconomic conditions,
weak consumer spending, and evaporating liquidity.
-- S&P has valued the company on a going-concern basis based on
our belief that it would maximize its value through a
reorganization, given its brand recognition and market presence.
-- S&P applies a 5x multiple, in line with the multiples it uses
for its peers, to its projected emergence-level EBITDA.
-- S&P assumes a revolver draw rate of 85% upon default with an
increased draw to fund operating losses and general liquidity.
Simulated default assumptions
-- Simulated year of default: 2027
-- EBITDA at emergence: $225 million
-- Implied enterprise value (EV) multiple: 5x
-- Estimated gross EV at emergence: $1.12 billion
Simplified waterfall
-- Net EV after 5% administrative costs: $1.07 billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Secured claims (revolving credit facility): $790 million
-- Residual value: $280 million
-- Unsecured claims (2023 and 2024 notes): $720 million
--Recovery expectations: 30%-50% (rounded estimate: 30%)
Note: All debts amounts include six months of prepetition
interest.
BURFORD CAPITAL: Moody's Alters Outlook on 'Ba2' CFR to Positive
----------------------------------------------------------------
Moody's Investors Service has affirmed Burford Capital Limited's
(Burford) Ba2 corporate family rating as well as the Ba2 backed
long-term senior unsecured ratings of subsidiaries Burford Capital
Finance LLC, Burford Capital PLC and Burford Capital Global Finance
LLC. Moody's has also assigned a Ba2 backed rating to the new
senior unsecured notes announced by Burford Capital Global Finance
LLC. Following the actions, Moody's revised the outlook for Burford
and its subsidiaries to positive from stable.
RATINGS RATIONALE
Moody's affirmed Burford's ratings on the basis of its record of
strong operating performance as a leading provider of litigation
finance, effective liquidity management given the timing
uncertainty associated with the realization of its litigation
finance investments, and its low debt-to-equity leverage.
Additionally, Moody's views as credit positive the company's recent
steps to conform its accounting practices, specifically with
respect to reporting investment fair values, to an approach that is
expected to satisfy the requirements of the Securities and Exchange
Commission (SEC) upon its review of the firm's financial reports.
The Ba2 backed rating assigned to the new senior unsecured notes
issued by Burford Capital Global Finance reflect their senior
priority in Burford's overall capital structure, which incorporates
the unconditional guarantees of ultimate parent Burford and
affiliates Burford Capital Finance LLC and Burford Capital PLC on a
senior unsecured basis.
Moody's revised Burford's outlook to positive from stable based on
expectations for the company's continued strong performance,
sector-leading competitive positioning and low leverage, which
combined will likely strengthen the company's credit profile over
the next 12-18 months. Burford's credit challenges include higher
earnings and cash flow volatility than most finance companies due
to the unique risk and return profile of its niche litigation
finance investments, its significant unfunded investment
commitments and the liquidity risks accompanying its
less-predictable cash flows.
Earlier this year, Burford announced that it revised its approach
to fair value accounting for its capital provision assets that
estimates fair value based on risk-adjusted future cash flows and a
discount rate that reflects the funding risk of deploying capital
for funding capital provision assets. In addition to applying the
revised valuation approach to its 2022 financial statements, the
company applied it retroactively to the prior three years to make
certain corrections to its capital provision assets and unrealized
gains. Burford's management believes that its revised accounting
practice addresses the SEC's comments contained in its open comment
letters to the company. In Moody's view, the revised accounting
approach moderately reduces the opacity and uncertainty of the
quality of the company's earnings, relating to the accretion of
investment values as litigation matters achieve certain
milestones.
Burford has a strong buffer for its inherent earnings and cash flow
volatility with a ratio of tangible common equity to tangible
managed assets of 37.6% at December 31, 2022, well above most other
specialty finance companies. Burford's liquidity strength reflects
its low leverage, distributed debt maturities, strong cash
balances, manageable unfunded commitments and the ability to retain
strong cash flows by reducing new investments in a downside
scenario. Burford-only cash and cash equivalents totaled $183
million (includes marketable securities) at March 31, 2023.
Burford reported first quarter 2023 total revenues of $381 million,
up 209% from $123 million in Q1 2022, driven by a higher level of
case activity and portfolio progression. Net income was $259
million, up 361% from $56.3 million in Q1 2022. The results also
included $192 million of fair value gains associated with the
company's YPF case, a long-running case with the potential for
outlier-level returns. Burford's group-wide portfolio increased to
$6.6 billion, including fair value gains and new deployments and
undrawn commitments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Burford's ratings if the company: 1)
demonstrates strong management of inherently volatile investment
income, including by maintaining a diverse investment portfolio and
low investment concentrations; 2) diversifies funding while
maintaining low leverage and strong liquidity; and 3) increases
alternate liquidity in the form of committed revolving credit
capacity.
Moody's could downgrade Burford's ratings if the company: 1)
increases expected earnings, cash flow and asset volatility by
increasing investment concentrations or through more aggressive
investment selection; 2) materially weakens liquidity, including by
reducing cash balances; or 3) materially increases leverage,
narrowing the cushion versus the company's leverage covenant.
LIST OF AFFECTED RATINGS
Issuer: Burford Capital Limited
Affirmations:
Corporate Family Rating, Affirmed Ba2
Outlook Actions:
Outlook, Changed To Positive From Stable
Issuer: Burford Capital Finance LLC
Affirmations:
Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba2
Outlook Actions:
Outlook, Changed To Positive From Stable
Issuer: Burford Capital Global Finance LLC
Affirmations:
Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba2
Assignments:
Backed Senior Unsecured Regular Bond/Debenture, Assigned Ba2
Outlook Actions:
Outlook, Changed To Positive From Stable
Issuer: Burford Capital PLC
Affirmations:
Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba2
Outlook Actions:
Outlook, Changed To Positive From Stable
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
BURFORD CAPITAL: S&P Rates Senior Unsecured Notes Due 2031 'BB-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' debt rating to Burford
Capital Global Finance LLC's proposed issuance of $400 million
senior unsecured notes due 2031. Burford Capital Global Finance LLC
is a financing subsidiary of Burford Capital Ltd. (BB-/Stable/--).
The company intends to use net proceeds for general corporate
purposes, including the potential repayment of existing debt. S&P
said, "Pro forma assuming no debt repayment, we expect leverage,
measured by debt to adjusted total equity (ATE), will be about 0.9x
versus 0.7x as of March 31, 2023. We do not include the $661
million of non-controlling interest in our calculation of ATE
because those are investments in Burford-managed funds from
third-party investors." Burford is unable to use those funds for
general corporate purposes like paying off debt.
S&P said, "The stable outlook reflects our expectation that as
Burford continues to grow its balance sheet and asset management
segment, successful investments will continue to provide
more-than-sufficient returns to offset the relatively high number
of failed investments because of their asymmetric return profile.
We also expect that the company will maintain leverage around 1.0x
over the next 12 months.
"We could lower our ratings on Burford if, in our view, its
investment performance weakens considerably, which could be
indicated by a decline in investment realizations over a six- to
12-month period, or by an increase in the ratio of cases that are
concluded with a return less than the invested principal. We could
also lower the ratings if leverage approaches 1.5x or if liquidity
becomes strained owing to higher draws on commitments or reduced
realizations.
"An upgrade is unlikely over the next 12 months. Over the longer
term, we could upgrade the company if its portfolio reaches a
maturity and diversification that would reduce potential lumpiness
of revenues and provide a more stable and predictable flow of
earnings while maintaining leverage below 1.5x."
BURKE BRANDS: Court OKs Cash Collateral Access Thru July 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the
Southern District of Florida, Miami Division, authorized Burke
Brands, LLC, dba Don Pablo Coffee, to use the cash collateral of
U.S. Century Bank on an interim basis through July 21, 2023.
The Debtor is permitted to use cash collateral, as defined in 11
U.S.C. section 363(a), including the cash or noncash proceeds of
assets that were not cash collateral on the Petition Date up to the
amounts shown in the Budget, with a 10% variance.
Additionally, on or before July 1, the Debtor is directed to
provide the Lender:
-- a comparison between its projected and actual budget;
-- a projected budget beyond July 21;
-- a list of receivables that have been redirected to its
Debtor-in-Possession account located at Wells Fargo Bank; and
-- a list of receivables expected to be re-directed from its
prepetition bank account to its DIP Account.
As adequate protection for the use of cash collateral, the Lender
is granted valid, perfected replacement liens upon, and security
interests in, the Pre-petition Collateral, to the same extent,
validity and priority as the Lender's existing prepetition liens on
any and all assets including but not limited to all cash generated
post-petition from the Lender's Pre-Petition Collateral.
In the event the Court ultimately determines Velocity Capital Group
or another Merchant Cash Advance company had a valid ownership or
security interest in the Debtor's receivables on December 29, 2022,
VCG or such other MCA will be granted a valid, perfected
replacement lien upon, and security interest in the Receivables, to
the same extent, validity and priority as any ownership interest or
liens of VCG or such other MCA determined by the Court to have
existed prepetition on the Receivables.
These events constitute an "Event of Default":
a. If a trustee is appointed in the Chapter 11 Case;
b. If the Debtor breaches any term or condition of the Order
or any of the Lender's loan documents, other than defaults existing
as of the Petition Date;
c. If the Case is converted to a case under Chapter 7 of the
Bankruptcy Code;
d. If the Case is dismissed; or
e. If any violation or breach of any provision of the Order
occurs.
A continued hearing on the matter is set for July 20 at 11 a.m. by
video conference.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=pkGTY6 from PacerMonitor.com.
The Debtor projects total operating disbursements, on a weekly
basis, as follows:
$166,154 for the week ending June 24, 2023;
$236,896 for the week ending July 1, 2023;
$197,664 for the week ending July 8, 2023;
$293,161 for the week ending July 15, 2023;
$293,161 for the week ending July 22, 2023; and
$293,161 for the week ending July 29, 2023.
About Burke Brands LLC
Burke Brands LLC -- https://www.burkebrands.com/ -- is a privately
owned coffee company. It does business as Don Pablo Coffee.
Burke Brands LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-19932) on Dec. 30, 2022. In the petition filed by Darron Burke,
as manager, the Debtor reported assets and liabilities between $1
million and $10 million.
Judge Robert A. Mark oversees the case.
Linda Marie Leali has been appointed as Subchapter V trustee.
The Debtor is represented by Aaron A Wernick, Esq., at Wernick Law,
PLLC.
C&L DINERS: Court OKs Interim Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut,
Bridgeport Division, authorized C & L Diners, LLC and its
debtor-affiliates to use cash collateral on an interim basis in
accordance with the budget, with a 20% variance.
As adequate protection, creditors McLane Foodservice Distribution,
Inc., and any other party that asserts a lien on the Debtor's cash
collateral are adequately protected, only to the extent of any
post-petition diminution in the value of the Secured Creditors'
interest in the cash collateral:
a. The Secured Creditor is granted replacement security
interests in and liens on all post-petition inventory and accounts
receivable acquired by Hartford that replaces any pre-petition
inventory and accounts receivable that was consumed or used
post-petition;
b. The Debtor, as additional adequate protection, will
maintain an inventory in an amount equal to the value at cost of
the food and beverage inventory that existed as of the Petition
Date; and
c. The Adequate Protection Liens granted will in each case be
to the same extent, validity and priority as the prepetition
security and liens that each of the Secured Creditors possessed in
and upon the prepetition collateral.
A continued hearing on the matter is set for July 25 at 1:30 p.m.
A copy of the Court's order is available at
https://urlcurt.com/u?l=LubSUn from PacerMonitor.com.
About C & L Diners, LLC
C & L Diners, LLC and affiliates sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Conn. Lead Case No.
22-50599) on November 8, 2022. In the petition filed by Herman Li,
operating member, the Debtors disclosed up to $10 million in both
assets and liabilities.
Judge Julie A. Manning oversees the case.
Ira S. Greene, Esq. and Tara L. Trifon, Esq., at Locke Lord LLP,
represent the Debtors as legal counsel.
CBAK ENERGY: Regains Compliance With Nasdaq Listing Rule
--------------------------------------------------------
CBAK Energy Technology, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission it received a letter from The
Nasdaq Stock Market on June 15, 2023, notifying the Company that it
had regained compliance with Nasdaq Listing Rule 5550(a)(2) because
for 10 consecutive business days, from June 1 through June 14,
2023, the closing bid price of the Company's common stock had been
at $1.00 per share or greater. Accordingly, the Company has
regained compliance with Nasdaq Listing Rule 5550(a)(2) and Nasdaq
considers this matter closed.
On April 24, 2023, CBAK Energy received a deficiency notice from
Nasdaq notifying the Company that its common stock failed to
maintain a minimum bid price of $1.00 over the previous 30
consecutive business days as required by Nasdaq Listing Rule
5550(a)(2).
About CBAK Energy
Liaoning Province, People's Republic of China-based CBAK Energy --
www.cbak.com.cn -- is a manufacturer of new energy high power
lithium batteries that are mainly used in light electric vehicles,
electric vehicles, electric tools, energy storage including but not
limited to uninterruptible power supply (UPS) application, and
other high-power applications. Its primary product offering
consists of new energy high power lithium batteries, but it is also
seeking to expand into the production and sale of light electric
vehicles.
CBAK Energy reported a net loss of $11.33 million for the year
ended Dec. 31, 2022, compared to net income of $61.56 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$244.03 million in total assets, $119.65 million in total
liabilities, and $124.38 million in total equity.
Hong Kong, China-based Centurion ZD CPA & Co., the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated April 14, 2023, citing that the Company has
accumulated deficit from recurring net losses and significant
short-term debt obligations maturing in less than one year as of
Dec. 31, 2022. All these factors raise substantial doubt about its
ability to continue as a going concern.
CENTER FOR AUTISM: Court OKs $18MM DIP Loan from Ares Capital
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Center for Autism and Related
Disorders, LLC and its debtor-affiliates to use cash collateral and
obtain postpetition financing, on an interim basis.
The Debtor has obtained senior secured priming and superpriority
postpetition financing, consisting of (a) a Roll Up and (b) a new
money delayed draw term loan facility in an aggregate principal
amount not to exceed $18 million, pursuant to the terms of the
Debtor-in-Possession Credit Agreement syndicated by Ares Capital
Corporation, as administrative agent and collateral agent.
The DIP Borrower is authorized to (x) use cash collateral and (y)
borrow and obtain letters of credit under the DIP Facility of up to
$7.5 million on an interim basis. Any borrowing will be made in a
single draw.
The Delayed Draw Term Loans and Roll-Up Loans mature through the
earliest to occur of:
(i) the 80th day following the Petition Date;
(ii) the consummation of a sale or sales of all or
substantially all of the assets of the Chapter 11 Debtors;
(iii) the substantial consummation of a plan of reorganization
filed in the Chapter 11 Cases that is confirmed pursuant to an
order entered by the Bankruptcy Court;
(iv) entry of an order by the Bankruptcy Court approving (A) a
motion seeking conversion or dismissal of any or all of the Chapter
11 Cases or (B) a motion seeking the appointment or election of a
trustee, a responsible officer or examiner with enlarged powers
relating to the operation of the Chapter 11 Debtors' business; and
(v) the date of acceleration of all or any portion of the
Delayed Draw Term Loans or Roll-Up Loans and the termination of the
commitments in respect thereof upon the occurrence of an Event of
Default;
provided, in each case, that if such date is not a Business Day,
then the applicable Maturity Date will be the next succeeding
Business Day.
Pursuant to a prepetition Credit Agreement, dated as of November
21, 2018, among (a) CARD Intermediate Holdings II, LLC, (b) CARD,
as Borrower, (c) the Guarantors party thereto from time to time,
(d) Ares Capital, as administrative and collateral agent, and (e)
the Lenders from time to time party thereto, the Prepetition First
Lien Secured Parties agreed to extend loans and other financial
accommodations to, and issue letters of credit for the account of,
the Borrower. As of the Petition Date, the applicable Debtors owed
the Prepetition First Lien Secured Parties, pursuant to the
Prepetition First Lien Loan Documents, an aggregate principal
amount of not less than $278.067 million.
The Debtors have an immediate and critical need to obtain the DIP
Facility and use cash collateral to, among other things, permit the
orderly continuation of the operation of their businesses, to
maintain business relationships with vendors, suppliers, and
customers, to make payroll, to make capital expenditures, to
satisfy other working capital and operational needs, to fund the
costs and expenses of the Cases.
In consideration for the use of the Prepetition First Lien
Collateral (including cash collateral) and the priming of the
Prepetition First Liens, Ares, for the benefit of the Prepetition
First Lien Secured Parties, will receive replacement Liens upon all
of the DIP Collateral. The Prepetition First Lien Secured Parties
are further granted allowed superpriority administrative claims
pursuant to 11 U.S.C. section 507(b), with priority over all
administrative expense claims and priority and other unsecured
claims against the Debtors or their estates.
A final hearing on the matter is set for July 7, 2023 at 9 a.m.
A copy of the order is available at https://urlcurt.com/u?l=pMy8zB
from PacerMonitor.com.
About Center for Autism and Related Disorders, LLC
Center for Autism and Related Disorders, LLC 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.
Center for Autism and Related Disorders LLC and its
debtor-affiliates sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90709) on June
11, 2023. In the petition signed by Jennifer Webster, the Debtors
disclosed up to $100 million in assets and up to $500 million in
liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis
International LLP as bankruptcy counse, Jackson Walker LLP as local
bankruptcy counsel, Triple P RTS, LLC as restructuring advisor,
Livingstone Partners LLC as financial advisor and investment
banker, and Stretto, Inc. as claims agent.
James Ktsanes, Esq., at Latham & Watkins LLP, and Timothy A. (Tad)
Davidson II, Esq., at Hunton Andrews Kurth LLP, serve as counsel to
the DIP Lender, Ares Capital Corp.
CFS BRANDS: Moody's Affirms Caa1 CFR & Rates $83MM Loan Add-on Caa1
-------------------------------------------------------------------
Moody's Investors Service affirmed CFS Brands, LLC Caa1 corporate
family rating and Caa1-PD probability of default rating.
Concurrently, Moody's downgraded the senior secured first lien term
loan rating to Caa1 from B3 and assigned a Caa1 rating to the
company's $83 million senior secured first lien term loan add-on.
Additionally, the outlook was changed to stable from positive.
The affirmation of the Caa1 CFR and change in the outlook to stable
reflects Moody's expectation that the company's revenue will grow
in 2023 by about 5% but financial leverage will remain very high
for the foreseeable future. However, recent price increases and
cost cutting initiatives have stabilized deterioration in both
revenue and margins. Furthermore, Moody's expect liquidity to
remain adequate.
The downgrade of the rating on the first lien term loan reflects
the change in the capital structure through the addition of
incremental first lien debt and repayment of second lien debt.
First lien senior secured debt now represents the preponderance of
the obligations in the capital structure and the loss absorption
that had been provided by the second lien term loan in a
liquidation scenario has been diminished.
Governance considerations were also a driver of the rating action
resulting in a change to CFS Brands' Credit Impact Score to CIS-5
from CIS-4. Moody's believes CFS Brands' sustained high debt
leverage, the resulting high interest cost, and the company's
revolver becoming current in December of 2023 have negative
implications for creditors as it relates to financial strategy and
risk management, especially considering the inherent cyclicality in
the foodservice industry.
Downgrades:
Issuer: CFS Brands, LLC
Senior Secured Bank Credit Facility, Downgraded to Caa1 from B3
Assignments:
Issuer: CFS Brands, LLC
Senior Secured Bank Credit Facility, Assigned Caa1
Affirmations:
Issuer: CFS Brands, LLC
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Outlook Actions:
Issuer: CFS Brands, LLC
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
CFS Brands' credit profile reflects the negative impact of the slow
recovery in the economy, increasing inflationary costs associated
with both labor and material costs. These factors have resulted in
a slower recovery for margins and profitability. The company
benefits from a solid position in the foodservice, healthcare and
janitorial & sanitation markets in which its products often command
leading positions. CFS Brands has implemented a number of cost
reduction initiatives, including eliminating unprofitable SKU's,
consolidating plants, transferring manufacturing to lower cost
regions and increasing e-commerce investments. However, due to a
lag in the timing for many of these initiatives to positively
contribute to operating performance, financial leverage remains
very high. Moody's expects that significant leverage reduction
remains 18 to 24 months off. As a result debt-to-EBITDA (Moody's
adjusted) is estimated to be about 8.0x at the end of fiscal 2023.
Liquidity is adequate, with about $32 million in cash and $48
million of revolver availability as of April 1, 2023. The revolver
expires on December of 2024. Moody's expects the company to
generate about $15 million in free cash flow over the next 12-18
months. However, the company's cash interest expense is estimated
to be about $48 million with an additional $4.8 million in
mandatory term loan amortization. The revolver is subject to a
springing first lien maximum net leverage ratio of 7.4x, tested
quarterly, if borrowings are 40% or more of committed amounts.
Moody's expect the company to maintain ample covenant headroom.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if liquidity improves, including
consistent positive free cash flow, with amounts applied to debt
reduction, ample revolver availability through the repayment of
amounts outstanding and extension of the expiration date. This
would be accompanied by sustained organic revenue growth while
improving margins, such that debt-to-EBITDA is expected to approach
6x.
The ratings could be downgraded if Moody's expects liquidity to
deteriorate, including lower than expected cash or free cash flow,
or covenant pressure. The ratings could also be downgraded with
expectations of weakening operating performance such that interest
coverage metrics worsen, including EBITA-to-interest sustained
below 1x or a lack of progress with meaningfully reducing
debt-to-EBITDA leverage towards 7x.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
CFS Brands, LLC, based in Oklahoma, designs and manufactures
commercial foodservice, janitorial and sanitation products focused
primarily on the U.S. market. The company, a subsidiary of direct
holding parent CFSP Acquisition Corp., provides tabletop dining
supplies, food preparation, storage and handling as well as
cleaning and sanitation products to commercial foodservice,
hospitality, healthcare and other customers. Revenue was about $455
million for the last twelve months ended April 1, 2023. CFS was
carved out of Carlisle Companies Inc. in 2018 and became a
portfolio company of private equity firm The Jordan Company, L.P.
CHRISTMAS TREE: Seeks Approval of Disclosure Statement
------------------------------------------------------
Christmas Tree Shops, LLC, et al. filed a motion for entry of an
order approving the Disclosure Statement, approving the
solicitation procedures, approving the form of ballots and notices
in connection therewith, establishing the plan confirmation
schedule, and granting related relief.
A hearing on the Debtors' Disclosure Statement is slated for July
7, 2023, at 10:00 AM at US Bankruptcy Court, 824 Market St., 5th
Fl., Courtroom #6, Wilmington, Delaware. Objections are due by
June 30, 2023.
To maximize value for the Debtors' stakeholders, including
minimizing the costs and expenses to the Debtors that are attendant
to the Chapter 11 process, the Debtors propose to confirm the Plan
in a timely and efficient manner. Specifically, the Plan
Confirmation Schedule proposed by this Motion is as follows:
The Proposed Disclosure Statement Objection Deadline will be on
June 30, 2023 at 4:00 p.m. (ET).
The Proposed Disclosure Statement Reply Deadline will be on July 5,
2023 at 10:00 a.m. (ET).
The Proposed Disclosure Statement Hearing will be on July 7, 2023
at 10:00 a.m. (ET).
In accordance with section 1125 of the Bankruptcy Code and
Bankruptcy Rule 3016, the Disclosure Statement provides "adequate
information" to allow holders of claims entitled to vote to cast
informed votes on the Plan.
The Debtors will continue to review the Disclosure Statement, and,
based upon their ongoing review and further developments in these
Chapter 11 Cases, may make additional changes and/or disclosures
prior to the hearing to consider the Disclosure Statement (the
"Disclosure Statement Hearing"). Any additional disclosures will
only increase the amount of information being provided to holders
of Claims and Equity Interests and likely enhance the adequacy of
information in the Disclosure Statement.
Confirmation Timeline
The Debtors intend to cause the Solicitation Packages to be
distributed by the Voting Agent by July 11, 2023 or as soon as
reasonably possible but in any event no later than July 12, 2023, a
date that is at least twenty-eight days prior to the Voting
Deadline and Plan Objection Deadline.
By July 14, 2023, the Debtors will provide notices to
counterparties of Executory Contracts and Unexpired Leases,
substantially in the form annexed as Exhibit 7 to the proposed
Disclosure Statement Order, regarding the potential assumption or
rejection of Executory Contracts or Unexpired Leases.
Any objection by a counterparty to an Executory Contract or
Unexpired Lease proposed to be assumed or the related Cure Claim
must be filed with the Bankruptcy Court, served, and actually
received by the Debtors on or before (a) 14 days after service of
the Contract Notice, and (ii) the Confirmation Hearing.
The Debtors plan to file the Plan Supplement and the Schedule of
Assumed Executory Contracts and Unexpired Leases on August 1,
2023.
The Debtors will file the Schedule of Assumed Executory Contracts
and Unexpired Leases on or before August 1, 2023 and serve such
schedule on the counterparties to the Executory Contracts and
Unexpired Leases listed thereon.
The Debtors request that the Bankruptcy Court establish August 8,
2023, at 4:00 p.m. (prevailing Eastern Time) as the Voting
Deadline, unless the Debtors extend such deadline in their
discretion.
The Debtors request that the Bankruptcy Court establish August 8,
2023 at 4:00 p.m. (prevailing Eastern Time) as the deadline by
which objections to confirmation of the Plan, if any, must be filed
and served in accordance with the Confirmation Hearing Notice.
On or before August 10, 2023, the Debtors will cause to be filed
with the Court a report tabulating the voting on the Plan, which
will, among other things, certify to the Bankruptcy Court the
amount and number of Claims of each Class accepting or rejecting
the Plan, and delineate the Ballots that do not conform to the
voting instructions or that contain any form of irregularity
including, but not limited to, those Ballots that are late or that
are illegible, unidentifiable, lacking signatures or lacking
necessary information, received via facsimile or electronic mail,
or damaged.
The Debtors propose that the Confirmation Brief Deadline be August
11, 2023 (prevailing Eastern Time).
The Court has scheduled a Confirmation Hearing on August 16, 2023,
at 2:00 p.m.
Proposed Attorneys for the Debtors:
Evelyn J. Meltzer, Esq.
Marcy J. McLaughlin Smith, Esq.
TROUTMAN PEPPER HAMILTON SANDERS LLP
1313 N. Market St., Suite 5100
Wilmington, DE 19801
Telephone: (302) 777-6500
Facsimile: (302) 421-8390
E-mail: evelyn.meltzer@troutman.com
marcy.smith@troutman.com
- and -
Harold B. Murphy, Esq.
Christopher M. Condon, Esq.
MURPHY& KING, PROFESSIONAL CORPORATION
28 State Street, Suite 3101
Boston, MA 02109
Telephone: (617) 423-0400
Facsimile: (617) 423-0498
E-mail: hmurphy@murphyking.com
ccondon@murphyking.com
About Christmas Tree Shops
Christmas Tree Shops, LLC, operates a chain of brick-and-mortar
home goods retail stores that specializes in year-round seasonal
goods at value pricing. CTS stores offer a variety of products
including home decor, bed and bath products, including home decor,
bed and bath products, and seasonal products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del Lead Case No. 23-10576) on May 5,
2023. In the petition signed by Marc Salkovitz, executive chairman,
the Debtor disclosed up to $100 million in assets and up to $500
million in liabilities.
Judge Thomas M. Horan oversees the case.
The Debtors tapped Troutman Pepper Hamilton Sanders LLP and Murphy
& King, PC as legal counsel; and Kurtzman Carson Consultants, LLC
as claims agent.
CHRISTMAS TREE: Unsecureds Owed $85M to Get 7% Under Plan
---------------------------------------------------------
Christmas Tree Shops, LLC, et al. submitted a Joint Plan of
Reorganization and a Disclosure Statement.
The Plan provides for the restructuring of the Debtors' debts and
the continued operation of CTS's business. A Plan Sponsor will be
identified to contribute cash, commitments, and other consideration
to fund the Plan and provide the Debtors with additional working
capital based upon a Plan Funding Agreement to be filed as part of
the Plan Supplement. In exchange, the Plan Sponsor will receive
100% of the equity interests in the Reorganized Debtors. The
holders of equity interests in the Plan Sponsor will be identified
in the Plan Funding Agreement. Marc and Pamela Salkovitz, who own
100% of the equity in Handil, maybe interest holders in the Plan
Sponsor.
The Plan classifies Claims, other than Administrative Expense
Claims (including DIP Loan Claims, Professional Fee Claims, and
Statutory Fees) and Priority Tax Claims, into 9 separate Classes.
Holders of priority and secured claims against the Debtors are
classified in Classes 1-7 and certain of such Classes will be paid
in full.
Under the Plan, the Debtors will pay all Administrative Expense
Claims that arose during the Bankruptcy Cases, including DIP Loan
Claims and claims for stub-rent for the period from the Petition
Date through May 31, 2023.
If you are a non-priority unsecured creditor with a Claim against
the Debtors in an amount equal to or less than $25,000, you are
classified as a holder of a Class 8 Claim under the Plan
(Convenience Class Claims) and will be entitled to receive a
one-time payment equal to the LESSER of: (a) a fixed amount equal
to 5% of the amount of your Allowed Claim, OR (b) $1,250.
Alternatively, you may elect on your Ballot treatment and payment
as a holder of a Class 9 Claim.
If you are a non-priority unsecured creditor with a Claim against
the Debtors in an amount greater than $25,000 or you hold a Class 8
Claim and elect on your Ballot treatment and payment as a holder of
a Class 9 Claim, you are classified as a holder of a Class 9 Claim
(General Unsecured Claims) under the Plan and will be entitled to
receive a Pro Rata share of the following payments that will be
made to the Creditors' Trust by the Reorganized Debtors:
* Either $583,250 or $1,000,000 as soon as is practicable after
the Effective Date of the Plan;
* $1,250,000 on or before December 31, 2024;
* $1,250,000 on or before December 31, 2025;
* $1,500,000 on or before December 31, 2026; and
* $1,500,000 on or before December 31, 2027
The amount of the Initial Payment to the Creditors' Trust depends
upon whether the Committee waives its rights to claims and defenses
against the Debtors' prepetition senior secured creditors. In
addition, on the Effective Date of the Plan, the Debtors shall be
deemed to have assigned certain Assigned Claims and Causes of
Action to the Creditors' Trust for the benefit of holders of Class
9 Claims (together with the foregoing payments and as defined in
the Plan, the "Creditors' Trust Contribution").
The Debtors estimate that the distribution to holders of Class 9
Claims will be equal to approximately 7% of their Allowed Claims,
which estimate does not include a recovery from the Assigned Claims
and Causes of Action. This dividend is an estimate only and is not
a guarantee. The dividend to holders of Class 9 Claims could be
lower than estimated.
Under the Plan the Creditors' Trust will be established and a
Creditors' Trustee appointed on the Effective Date to, among other
things, receive the Creditors' Trust Contribution; take assignment
of the Assigned Claims and Causes of Action; enforce, pursue,
prosecute, compromise, and/or settle the Assigned Claims and Causes
of Action; resolve all General Unsecured Claims assumed by the
Creditors' Trust; make distributions to holders of Allowed General
Unsecured Claims; and perform such other duties and have such other
powers, rights and responsibilities as may be set forth in any Plan
Supplement.
If a Plan Sponsor is not secured, the Plan will not be confirmed
and the Debtors' assets will likely need to be liquidated. In such
an event, the Debtors believe that the proceeds will be sufficient
to pay only the obligations owed to certain of their secured
creditors and priority creditors and non-priority general unsecured
creditors will not receive a recovery. In contrast, the Debtors
believe that the Plan, which provides for a distribution to all
holders of Allowed Claims against the Debtors, provides the highest
and best opportunity for recovery for all creditors. Accordingly,
the debtors urge all eligible creditors to vote in favor of the
plan.
Under the Plan, Class 9 General Unsecured Claims total $85,000,000.
Each Allowed General Unsecured Claim will receive a Pro Rata Share
of Creditors' Trust; expected recovery of an amount equal to
approximately 7% of the Allowed Claim. Class 9 is impaired.
The Plan and the Reorganized Debtors' operations will be funded by
the Plan Contribution, a new asset based lending facility to
replace the Revolving Credit Agreement, and the Debtors' continue
consignment arrangements. The Equity Interests in the Debtors will
be canceled on the Effective Date and new Equity Interests will be
issued to the Plan Sponsor in exchange for the Plan Contribution.
The Plan Sponsor and the Plan Contribution will be identified and
specified in the Plan Funding Agreement to be included in the Plan
Supplement. On the Effective Date or as soon as is practicable
thereafter, the Reorganized Debtors shall commence making payments
to creditors in accordance with the Plan including, but not limited
to, payments to the Creditors' Trust.
The Bankruptcy Court has scheduled a hearing on confirmation of the
Plan to commence on August 16, 2023, at 2:00 p.m., or as soon
thereafter as the parties can be heard. The Confirmation Hearing
will be held before the Honorable Thomas M. Horan, United States
Bankruptcy Judge for the District of Delaware, in the United States
Bankruptcy Court for the District of Delaware, 824 N. Market
Street, 3rd Floor, Courtroom No. 7, Wilmington, Delaware 19801.
The voting deadline to accept or reject the Plan is 4:00 p.m.
Eastern Time on August 8, 2023, unless extended by the Debtors. The
record date for determining which holders of Claims may vote on the
Plan is July 7, 2023.
Attorney for the Debtor:
Harold B. Murphy, Esq.
Christopher M. Condon, Esq.
MURPHY& KING, PROFESSIONAL CORPORATION
28 State Street, Suite 3101
Boston, MA 02109
Telephone: (617) 423-0400
Facsimile: (617) 423-0498
E-mail: hmurphy@murphyking.com
ccondon@murphyking.com
- and -
Evelyn J. Meltzer, Esq.
Marcy J. McLaughlin Smith, Esq.
TROUTMAN PEPPER HAMILTON SANDERS LLP
1313 N. Market St., Suite 5100
Wilmington, DE 19801
Telephone: (302) 777-6500
Facsimile: (302) 421-8390
E-mail: evelyn.meltzer@troutman.com
marcy.smith@troutman.com
A copy of the Disclosure Statement dated June 7, 2023, is available
at bit.ly/44e8IiT from PacerMonitor.com.
About Christmas Tree Shops
Christmas Tree Shops, LLC operates a chain of brick-and-mortar home
goods retail stores that specializes in year-round seasonal goods
at value pricing. CTS stores offer a variety of products including
home decor, bed and bath products, including home decor, bed and
bath products, and seasonal products.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del Lead Case No. 23-10576) on May 5,
2023. In the petition signed by Marc Salkovitz, executive chairman,
the Debtor disclosed up to $100 million in assets and up to $500
million in liabilities.
Judge Thomas M. Horan oversees the case.
The Debtors tapped Troutman Pepper Hamilton Sanders LLP and Murphy
& King, PC as legal counsel; and Kurtzman Carson Consultants, LLC
as claims agent.
CIVITAS RESOURCES: Moody's Alters Outlook on 'Ba3' CFR to Positive
------------------------------------------------------------------
Moody's Investors Service affirmed Civitas Resources, Inc.'s Ba3
Corporate Family Rating and B1 rating for the $400 million of
existing senior unsecured notes due 2026. Moody's assigned B1
ratings to Civitas' proposed $2.7 billion aggregate principal
amount of senior unsecured notes due 2028 and 2031. Moody's
downgraded the Speculative Grade Liquidity (SGL) rating to SGL-2
from SGL-1. The outlook was changed to positive from stable.
Civitas entered into agreements to acquire certain assets from
Hibernia Energy and Tap Rock Resources for a total purchase price
of $4.7 billion (split as $2.25 billion for Hibernia and $2.45
billion for Tap Rock), including $3.75 billion of cash and Civitas
common stock valued at $950 million. Sources of cash consideration
include net proceeds from the proposed senior notes, cash from the
balance sheet and borrowings on the revolver. Civitas expects the
acquisitions to close in the third quarter of 2023. The proposed
notes will have mandatory redemption provisions if either or both
of the acquisitions do not close by the end of October 2023.
"The change in Civitas' outlook to positive reflects the benefits
from significantly increased scale and diversification expected
from the acquisitions of assets in the Permian Basin, while
maintaining supportive credit metrics," commented Jonathan Teitel,
a Moody's senior analyst.
Assignments:
Issuer: Civitas Resources, Inc.
Senior Unsecured Regular Bond/Debenture, Assigned B1
Affirmations:
Issuer: Civitas Resources, Inc.
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Senior Unsecured Regular Bond/Debenture, Affirmed B1
Downgrades:
Issuer: Civitas Resources, Inc.
Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
SGL-1
Outlook Actions:
Issuer: Civitas Resources, Inc.
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
The positive outlook reflects the benefits to Civitas from
increased scale and diversification expected from the acquisition
of assets in the Permian Basin while maintaining supportive credit
metrics and solid liquidity.
Civitas' Ba3 CFR reflects benefits from the company's increasing
scale and asset diversification offset by the substantial amount of
debt that will be incurred to achieve this but with credit metrics
remaining supportive. The acquisitions of certain assets from
Hibernia Energy and Tap Rock Resources will significantly increase
production and drilling inventory. They will also diversify
production into the Permian Basin, a highly economic oil-producing
region, and enable the company to opportunistically allocate
capital across the combined asset base. The acquisition of assets
in the Permian Basin reduces Civitas' concentrated exposure to
risks related to the evolving regulatory environment for producers
in Colorado. Moody's expects Civitas will use free cash flow to
reduce debt through 2024 while continuing to return cash to
shareholders in a balanced manner that retains a strong balance
sheet and preserves liquidity. Civitas will not assume hedges
associated with the acquired assets and Moody's expects the company
to add new hedges, increasing visibility into cash flows and
mitigating commodity price volatility.
The SGL-2 rating reflects Moody's expectation for Civitas to
successfully close the acquisitions and to maintain good liquidity.
The company will fund the acquisitions in part with cash on the
balance sheet and with borrowings on its revolver. As of March 31,
2023, Civitas had $556 million of cash. It has an undrawn RBL
revolving credit facility due 2025 on which it will increase
elected commitments from $1 billion to $1.8 billion. The revolver's
financial covenants include a maximum net leverage ratio and a
minimum current ratio. Moody's expects the company to maintain
compliance with these covenants over the next twelve months.
Civitas' senior unsecured notes are rated B1, which is one notch
below the Ba3 CFR, reflecting their effective subordination to the
senior secured RBL revolving credit facility. All of Civitas' notes
will rank equally and share the same guarantors, which are expected
to include entities that become subsidiaries in the acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include completion of the
acquisitions in the Permian Basin as well as successful integration
and operation under Civitas; consistent positive free cash flow and
debt reduction while sustaining production levels and replacing
reserves; retained cash flow (RCF) to debt sustained above 40%; and
maintenance of solid liquidity and conservative financial
policies.
Factors that could lead to a downgrade include a meaningful decline
in production; RCF/debt below 25%; weakening liquidity; or
regulatory developments adverse to the company.
Civitas, headquartered in Denver, Colorado, is a publicly traded
independent exploration and production company currently operating
in the DJ Basin in Colorado.
The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.
CIVITAS RESOURCES: S&P Places 'BB-' ICR on CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit rating (ICR) on
Colorado-based oil and gas exploration and production (E&P) company
Civitas Resources Inc. on CreditWatch with positive implications
and affirmed its 'BB-' issue-level rating on its senior unsecured
rating as senior unsecured recovery is capped at '3' when the ICR
is in the BB-category.
S&P said, "At the same time, we assigned our 'BB-' issue-level
rating and '2' recovery rating to the new unsecured notes. These
ratings assume the transaction closes as expected and there are no
material changes to our assumptions. The '2' recovery rating
indicates our expectation for substantial (70%-90%; rounded
estimate: 85%) recovery in the event of a payment default.
"The CreditWatch placement reflects the likelihood that we will
raise our ICR on Civitas by one notch after the deals close,
assuming the transactions are completed as proposed and there are
no substantial changes to our operating or financing assumptions.
"The CreditWatch placement reflects the likelihood that we will
upgrade Civitas following the close of its Permian acquisitions,
which we anticipate will occur in the third quarter of 2023.
"The positive CreditWatch placement reflects the company's improved
scale and basin diversification away from Colorado's more-stringent
permitting processes for new drilling. We expect Civitas' pro forma
production will be about 280 thousand barrels of oil-equivalent per
day (48% oil), with about 40% from the Permian basin, and estimate
proved reserves of 750 million barrels of oil equivalent (65%
developed). The transactions remain subject to customary terms and
conditions.
"We also assigned our 'BB-' issue-level rating and a '2' recovery
rating to Civitas' proposed $2.7 billion of senior unsecured notes.
We expect the company to use the proceeds primarily to fund the
Permian asset acquisitions.
"The CreditWatch placement reflects the likelihood that we will
raise the ICR on Civitas by one notch after the acquisitions close,
assuming the transactions are completed as proposed and there are
no substantial changes to our operating or financing assumptions."
CLEAR CHOICE: Court OKs Cash Collateral Access Thru Aug 16
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Fort
Myers Division, authorized Clear Choice Shutters, Inc. to use cash
collateral on an interim basis in accordance with the budget,
through the date of the final hearing set for August 16, 2023, at
11 a.m.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the U.S.
Trustee for quarterly fees; (b) the current and necessary expenses
set forth in the budget, plus an amount not to exceed 10% for the
expenses.
During the interim period, First Horizon Bank will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as its respective prepetition
lien, without the need to file or execute any documents as may
otherwise be required under applicable non-bankruptcy law. The
replacement lien(s) granted herein will secure all obligations
owing from the Debtor to First Horizon Bank.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=qsa9BE from PacerMonitor.com.
The Debtor projects total selling and administrative costs, on a
weekly basis, as follows:
$38,765 for the week ending June 3, 2023;
$18,731 for the week ending June 10, 2023;
$37,826 for the week ending June 17, 2023;
$36,176 for the week ending June 24, 2023; and
$37,476 for the week ending July 1, 2023.
About Clear Choice Shutters, Inc.
Clear Choice Shutters, Inc. is a Florida corporation that was
formed in January 2006. CCS's corporate office is located in
Naples, Florida. CCS 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.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00638) on June 2,
2023. In the petition signed by Kenneth B. Pytlik, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Caryl E. Delano oversees the case.
R. Scott Shuker, Esq., at Shuker & Dorris, P.A., represents the
Debtor as legal counsel.
CLOVIS ONCOLOGY: Equity Committee Taps NDA Partners as Consultant
-----------------------------------------------------------------
The official committee of equity security holders of Clovis
Oncology, Inc. received approval from the U.S. Bankruptcy Court for
the District of Delaware to hire NDA Partners, LLC.
The equity committee requires the services of the firm in
connection with the Debtor's motion to disband the equity committee
and other matters arising in the Debtor's Chapter 11 case.
The firm's services include:
(a) expert consulting services and expert testimony;
(b) review of documents and pleadings filed in the case and
preparation of analysis with respect to the achievability of
certain milestone events;
(c) research into issues that serve to inform recommendations
to the equity committee;
(d) analysis of information provided by the equity committee
or obtained by third parties;
(e) participation in meetings or teleconference calls;
(f) assistance with the preparation of affidavits,
declarations, depositions, and briefing;
(g) preparation for deposition and court testimony; and
(h) other necessary consulting services
The current fee for David Savello, the principal consultant, is
$795 per hour. Non-productive travel time is invoiced at $398 per
hour.
Mr. Savello disclosed in a court filing that his firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
Mr. Savello can be reached at:
David R. Savello
NDA Partners, LLC
1129 20th St NW, Suite 600
Washington, DC 20036
Phone: 540-738-2550
Email: info@ndapartners.com
About Clovis Oncology
Clovis Oncology, Inc. is an American pharmaceutical company, which
mainly markets products for treatment in oncology. The company is
based in Boulder, Colo.
Clovis Oncology and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No.
22-11292) on Dec. 11, 2022. In the petition signed by Paul E.
Gross, executive vice president and general counsel, Clovis
Oncology disclosed $319,164,834 in assets and $754,564,457 in
liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and
Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners,
LLP as financial advisor; Perella Weinberg Partners, LP as
investment banker; and Ernst & Young, LLP as tax services provider.
Kroll Restructuring Administration, LLC is the claims, noticing and
solicitation agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee tapped
Morrison & Foerster, LLP as lead bankruptcy counsel; Potter
Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North
America, LLC as financial advisor; and Jefferies, LLC as investment
banker.
The U.S. Trustee also appointed an official committee to represent
the Debtors' equity security holders. Baker & McKenzie, LLP and
Chipman Brown Cicero & Cole, LLP serve as the equity committee's
bankruptcy counsel and Delaware counsel, respectively.
CLOVIS ONCOLOGY: Further Amends Liquidating Plan
------------------------------------------------
Clovis Oncology, Inc., et al., submitted a Third Amended Joint
Chapter 11 Plan of Liquidation.
Under the Plan, holders of Class 4 Unsecured Note Claims will
receive its Pro Rata Share (measured by reference to the aggregate
amount of Allowed Claims in Classes 4 and 5A) of the GUC CVRs.
Class 4 is impaired.
Holders of Class 5A U.S. General Unsecured Claims will receive the
Pro Rata Share (measured by reference to the aggregate amount of
Allowed Claims in Classes 4 and 5A) of the GUC CVRs; provided that
30% of any recoveries otherwise distributable on account of the
Allowed Prepetition Financing Deficiency Claims shall be deemed
waived by the holders of such Allowed Prepetition Financing
Deficiency Claims and shall instead be deemed a Liquidation Trust
Asset that shall be distributed to the other holders of the GUC
CVRs, other than the holders of Allowed Prepetition Financing
Deficiency Claims, or, if all Allowed Claims in Classes 1, 2, 3, 4,
and 5A are repaid in full, holders of the Interest CVRs. Class 5A
is impaired.
Holders of Class 5B U.K. General Unsecured Claims will not receive
or retain any distribution under the Plan on account of such U.K.
General Unsecured Claim. Class 5B is impaired.
Holders of Class 5C Ireland General Unsecured Claims will not
receive or retain any distribution under the Plan on account of
such Ireland General Unsecured Claim. Class 5C is impaired.
GUC CVR means the contingent value rights of holders of (i) Allowed
Unsecured Note Claims, and (ii) Allowed U.S. General Unsecured
Claims, in each case to receive contingent Cash payments pursuant
to this Plan and the GUC CVR Agreement.
GUC CVR Agreement means that certain Contingent Value Rights
Agreement, dated as of the Effective Date, governing the GUC CVRs,
in form and substance acceptable to the Creditors' Committee and
the Debtors, in consultation with the DIP Lenders, a form of which
shall be filed as part of the Plan Supplement, and which may be
included in the Liquidation Trust Agreement.
Distributions under the Plan will be funded from cash on hand and
the proceeds of the sales transactions that are received before,
on, or after the Effective Date.
On or before the Effective Date, the Liquidation Trust Agreement
shall be executed, and all other necessary steps shall be taken to
establish the Liquidation Trust to hold the Liquidation Trust
Assets, which shall be for the benefit of the Liquidation Trust
Beneficiaries. Section 6.4 of the Plan sets forth certain of the
rights, duties, and obligations of the Liquidation Trustee. In the
event of any conflict between the terms of Section 6.4 of the Plan
and the terms of the Liquidation Trust Agreement, unless otherwise
specified in the Plan, the terms of the Liquidation Trust Agreement
shall govern. The Liquidation Trust Agreement shall provide for the
appointment of a Liquidation Trust Board as of the Effective Date
to oversee the administration of the Liquidation Trust and the
actions of the Liquidation Trustee, among other things; provided,
that, the members of the Liquidation Trust Board shall not be
entitled to receive compensation for the services rendered on
behalf of the Liquidation Trust.
Attorneys for Debtors:
Rachel C. Strickland, Esq.
Andrew S. Mordkoff, Esq.
Erin C. Ryan, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, NY 10019
Telephone: 212-728-8000
Facsimile: 212-728-8111
- and -
Robert J. Dehney, Esq.
Andrew R. Remming, Esq.
Matthew O. Talmo, Esq.
MORRIS NICHOLS ARSHT & TUNNELL LLP
1201 North Market Street, 16th Floor, P.O. Box 1347
Wilmington, DE 19899-1347
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
A copy of the Third Amended Joint Chapter 11 Plan of Liquidation
dated June 3, 2023, is available at bit.ly/42vDhze from Kroll, the
claims agent.
About Clovis Oncology
Clovis Oncology, Inc. is an American pharmaceutical company, which
mainly markets products for treatment in oncology. The company is
based in Boulder, Colo.
Clovis Oncology and its affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bank. D. Del. Lead Case No.
22-11292) on Dec. 11, 2022. In the petition signed by Paul E.
Gross, executive vice president and general counsel, Clovis
Oncology disclosed $319,164,834 in assets and $754,564,457 in
liabilities.
Judge J. Kate Stickles oversees the cases.
The Debtors tapped Morris Nichols Arsht and Tunnell, LLLP and
Wilkie Farr & Gallagher, LLP as bankruptcy counsels; Alixpartners,
LLP as financial advisor; Perella Weinberg Partners, LP as
investment banker; and Ernst & Young, LLP as tax services provider.
Kroll Restructuring Administration, LLC is the claims, noticing and
solicitation agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtors' cases. The committee tapped
Morrison & Foerster, LLP as lead bankruptcy counsel; Potter
Anderson & Corroon, LLP as Delaware counsel; Alvarez & Marsal North
America, LLC as financial advisor; and Jefferies, LLC as investment
banker.
The U.S. Trustee also appointed an official committee to represent
the Debtors' equity security holders. The committee is represented
by Baker & McKenzie, LLP.
CONFLUENCE TECHNOLOGIES: Moody's Cuts CFR to Caa1, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service downgraded Confluence Technologies,
Inc.'s corporate family rating to Caa1 from B3 and its probability
of default rating to Caa1-PD from B3-PD. Concurrently, Moody's
downgraded its rating on Confluence's senior secured first lien
credit facility to B3 from B2, assigned a B3 to the company's new
incremental $75 million first lien term loan, and downgraded the
rating on the company's senior secured second lien term loan to
Caa3 from Caa2. The ratings outlook was revised to stable from
negative. The company, through a principally SaaS based sales
model, provides performance reporting, analytics, regulatory
reporting, risk, and data solutions to capital markets clients.
The ratings downgrade reflects Moody's concern that Confluence's
financial performance could remain challenged to meet Moody's
expectations over the next 12-18 months. Additionally, the
company's substantially increased interest expense burden has
driven the incurrence of free cash flow deficits which are likely
to persist during this period. The company's use of proceeds from
the incremental $75 million first lien term loan to fully repay its
revolver and increase its cash position lessens near term pressures
on liquidity. However, Confluence's willingness to continue to
increase its elevated debt levels heighten the risks associated
with a very highly levered capital structure under the current high
interest rate environment. In Moody's view, this evidences an
increase in the company's aggressive financial strategies,
reflected in the governance score change to G-5 from G-4.
Governance was a driver of the rating action.
Downgrades:
Issuer: Confluence Technologies, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3
from B2
Senior Secured 2nd Lien Bank Credit Facility, Downgraded to Caa3
from Caa2
Assignments:
Issuer: Confluence Technologies, Inc.
Senior Secured 1st Lien Term Loan, Assigned B3
Outlook Actions:
Issuer: Confluence Technologies, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Confluence's ratings are constrained by the company's elevated
leverage with a pro forma debt-to-EBITDA (Moody's adjusted) of
approximately 9.5x as of March 31, 2023, a concentrated equity
ownership structure, and tolerance for aggressive financial
strategies that could constrain leverage reduction efforts.
Confluence's credit profile is also negatively impacted by the
company's small revenue scale, as well as industry concentration in
a very competitive end market comprised primarily of software
providers for asset managers and servicers in the financial sector.
Moreover, the risks presented by macroeconomic uncertainty and
still rising interest rates may further pressure Confluence's
ability to reduce leverage. These concerns are partially mitigated
by Confluence's established market niche, large subscriber base,
including blue-chip asset managers and servicers, high customer
retention rates, and a predictable, recurring revenue model as a
provider of SaaS based (principally) solutions to the financial
services sector. The company's credit profile also benefits from
Confluence's strong profitability margins and modest capital
expenditure requirements, which present the potential for improving
free cash flow generation if meaningful revenue growth and
operating leverage can be realized.
Despite some enhancement related to the incremental $75 million
first lien term loan financing, Confluence's liquidity profile,
remains weak. Moody's expectation of free cash flow deficits which
are likely to persist over the coming 12-15 months could lead to a
gradual erosion of the company's $41.7 million cash balance (pro
forma as of March 31, 2023), prompting Confluence to revert to a
reliance upon the company's $55 million undrawn revolving credit
facility expiring 2026 for liquidity support. The company's term
loans are not subject to financial covenants, but the revolving
credit facility has a springing covenant based on a maximum net
first lien leverage ratio of 9x which the company should be in
compliance with over the next 12-15 months.
The instrument ratings reflect the Caa1-PD PDR and an average
overall recovery of approximately 50% in Moody's assumed default
scenario. The senior secured first lien bank debt facility is rated
B3 (LGD3), which is one notch above the Caa1 CFR given its senior
ranking in the capital structure relative to the company's senior
secured second lien term loan, which provides first loss support to
the senior secured first lien debts. The Caa3 (LGD5) rating for the
senior secured second lien term loan reflects its junior position
in the debt capital structure behind the senior secured first lien
debts.
The stable outlook reflects Moody's expectation for Confluence's
revenues and EBITDA to increase (on an organic basis) moderately
over the coming 12-18 months, resulting in a reduction of
debt-to-EBITDA towards the high 8x level by the end of 2024.
Elevated interest costs will likely continue to drive free cash
flow deficits, further pressuring the company's weak liquidity
profile.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating upgrade is unlikely in the near term. Over the longer
term, the ratings could be upgraded if Confluence maintains
consistent and high revenue and EBITDA growth while adopting and
adhering to a more conservative financial policy, which prioritizes
debt reduction such that debt-to-EBITDA (Moody's adjusted) is
sustained below 8x, the company is able to sustain positive free
cash flow, and improve its liquidity profile.
The ratings could be downgraded if Confluence experiences a
weakening competitive position or a deterioration in financial
performance resulting in further weakening of the company's
liquidity profile and a heightened risk that the capital structure
is unsustainable.
The principal methodology used in these ratings was Software
published in June 2022.
Confluence, which is principally owned by Clearlake Capital Group,
L.P.'s ("Clearlake") and TA Associates Management, L.P. ("TA"),
provides, primarily through a SaaS based sales model, performance
reporting, analytics, regulatory reporting, risk, and data
solutions to capital markets clients. Moody's expects that the
company will generate sales of approximately $225 million in 2023.
CORPORATE HOUSING: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Corporate Housing Solutions LLC asks the U.S. Bankruptcy Court for
the District of Kansas for authority to use cash collateral and
provide adequate protection, through December 31, 2023.
The Debtor requires the use of cash collateral for payment of the
normal and necessary expenses of its business.
At the time of the filing, the Debtor had a bank account balance of
approximately $455. The Debtor rents real estate and receives
payments periodically.
While the Debtor has not fully analyzed all of the Small Business
Administration's liens, the Debtor believes that the SBA hold duly
perfected liens on the Debtor's accounts receivables, inventory,
and accounts. The Debtor's cash generated from the collection of
pre-petition accounts receivable, accounts, and inventory is "cash
collateral" as defined by 11 U.S.C. section 363(a).
The SBA asserts a blanket lien pursuant to the EIDL loan program in
all tangible and intangible personal property.
The Debtor proposes, effective as of the Petition Date, that the
SBA is granted a replacement security interest in, and liens on,
all post-Petition Date acquired property of the Debtor and the
Debtor's bankruptcy estate that is the same type of property that
the SBA holds a pre-petition interest, lien or security interest to
the extent of the validity and priority of such interests, liens,
or security interests if any.
The amount of each of the Replacement Liens will be up to the
amount of any diminution of SBA's collateral positions from the
Petition Date.
The Debtor further proposes making adequate payments to the SBA
Administration in the amount of $422 per month beginning July 15,
and the 15th of each month thereafter until further Court order or
Chapter 11 plan confirmation.
A copy of the motion is available at https://urlcurt.com/u?l=xKyqzB
from PacerMonitor.com.
A copy of the budget is available at https://urlcurt.com/u?l=DXC7TE
from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$17,237 for June 2023;
$42,802 for July 2023;
$42,802 for August 2023;
$42,802 for September 2023; and
$42,802 for October 2023.
About Corporate Housing Solutions
Corporate Housing Solutions, a Delaware limited liability company
was formed on June 1, 2019 and markets and leases corporate housing
to its customers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 23-20660) on June 15,
2023. In the petition signed by Thierry Rignol, manager, the Debtor
disclosed up to $50,000 in both assets and liabilities.
Colin Gotham, Esq., at Evans & Mullinix, P.A., represents the
Debtor as legal counsel.
CSR WORLDWIDE: Court OKs Cash Collateral Access Thru July 7
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Oklahoma
authorized CSR Worldwide, Inc. to use cash collateral on an interim
basis in accordance with the budget and its agreement with Bank of
Hays, through July 7, 2023.
The Debtor stipulates that the Lender holds a valid, binding, and
first-priority leasehold mortgage and security interest in all of
the Debtor's real and personal property rights securing the
Debtor's obligations to the Lender, which obligations include
unpaid principal indebtedness of $5.3 million, unpaid interest
accrued through May 11, 2023 in the amount of $372,257, together
with all other amounts claimed to be due from the Debtor as set
forth in the Lender's Petition filed in Adair County District
Court case no. CJ2023-36.
The Lender is willing to allow the Debtor to sell Pre-Petition
Collateral consisting of 428,000 pounds of HD Reprocessed Pellets
for the net sales price of $85,600 and to use the Sales Proceeds to
pay the "Authorized Payments" listed on the budget.
As adequate protection, the Lender is granted a continuing, valid,
automatically perfected lien and security interest of a first
priority in and upon the Debtor's right, title and interest in and
to all of its property.
The post-petition security interests and liens granted to the
Lender are junior in priority to and subject to prior payment of
(a) fees payable to either the United States Trustee or to the
Clerk of the Bankruptcy Court, and (b) fees of the Subchapter V
Trustee appointed therein up to a maximum of $2,500.
Upon entry of the Order, the security interests and liens granted
to the Lender will be valid, perfected and enforceable against the
claims of all entities and parties, without regard to applicable
federal, state or local filing requirements or statutes calling for
filing or recording.
A copy of the order is available at https://urlcurt.com/u?l=wQylwq
from PacerMonitor.com.
About CSR Worldwide OK, Inc.
CSR Worldwide OK, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Okla. Case No. 23-80391) on June
6, 2023. In the petition signed by CEO Troy Don Burgess, the Debtor
disclosed $7,099,094 in assets and $7,130,915 in liabilities.
Judge Paul R. Thomas oversees the case.
Ron Brown, Esq. and R. Gavin Fouts, Esq., at Brown Law Firm PC,
represents the Debtor as legal counsel.
Bank of Hayes, as lender, is represented by:
Thomas A. Creekmore III, Esq.
Hall Estill Hardwick Gable Golden and Nelson PC
521 East 2nd St Suite 1200
Tulsa, Ok 74103-3706
Tel: (918) 594-0400
Fax: (918) 594-0505
Email: Tcreekmore@hallestill.com
CUSTOM ALLOY: Trident Maritime Acquires Assets
----------------------------------------------
Trident Maritime Systems, a leading maritime systems and solutions
provider and portfolio company of investment affiliates of J.F.
Lehman & Company ("JFLCO"), on June 20 disclosed that it has
acquired the assets of Custom Alloy Corporation ("CAC") through one
of its subsidiaries. CAC is a leading, vertically integrated
provider of highly specialized alloyed forgings, fittings, and pipe
to defense and industrial end users. With a strong reputation for
complexity, quality, and on-time delivery, CAC is a critical
supplier to the U.S. Navy on key programs, including nuclear
submarines and aircraft carriers. Trident was the prevailing bidder
in a Section 363 bankruptcy auction for the assets of CAC.
Tom Eccles, Chief Executive Officer of Trident, commented, "We are
very excited to welcome the Custom Alloy Corporation employees into
the Trident family. The success that the CAC team has achieved in
penetrating the U.S. Navy market is a testament to the quality of
their products and their deep technical expertise. We look forward
to integrating CAC's capabilities and services into the Trident
platform and delivering even more value to our customers."
"The acquisition of CAC expands our presence on key U.S. Navy
nuclear vessel programs, a critical element of our growth
strategy," said Alex Harman, Chairman of Trident and Partner at
JFLCO. "Trident's growing scale and breadth of offerings allow us
to more holistically partner with our shipbuilding customers to
efficiently deliver the solutions required by them and the U.S.
Navy."
Headquartered in Arlington, VA, Trident is a systems and solutions
provider to government and commercial shipbuilders and ship
operators across the globe with a comprehensive suite of complex,
integrated maritime systems and service offerings. The company
maintains operating locations strategically positioned near major
naval and commercial shipbuilders across the U.S. and
internationally.
Blank Rome and Keller Benvenutti Kim provided legal counsel to
Trident. SSG Capital Advisors served as financial advisor to CAC
and Rabinowitz, Lubetkin & Tully and Cole Schotz provided legal
counsel to CAC.
About J.F. Lehman & Company
Founded in 1992, J.F. Lehman & Company --
http://www.jflpartners.com/-- focuses exclusively on investing in
the aerospace, defense, maritime, government and environmental
industries. The firm has offices in New York and Washington, D.C.
About Custom Alloy Corporation
Custom Alloy Corporation is a manufacturer of specialty metals for
seamless and welded pipe fittings & forgings, predominantly for
customers requiring time-critical maintenance or repair.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 22-18143) on October 13,
2022. In the petition signed by Adam M. Ambielli, its CEO and
president, the Debtor disclosed up to $50 million in assets and up
to $100 million in liabilities.
Judge Michael B. Kaplan oversees the case.
Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC,
is the Debtor's counsel.
An official committee of unsecured creditors has retained Fox
Rothschild LLP as counsel.
DAHLIA MEDITERRANEAN: Case Summary & One Unsecured Creditor
-----------------------------------------------------------
Debtor: Dahlia Mediterranean, LLC
2300 N. Pershing Drive
Arlington, VA 22201
Chapter 11 Petition Date: June 21, 2023
Court: United States Bankruptcy Court
Eastern District of Virginia
Case No.: 23-11029
Debtor's Counsel: Richard O. Bolger, Esq.
BOLGER LAW FIRM, PLLC
10347 Democracy Lane
Fairfax, VA 22030-2505
Tel: (703) 383-9585
Fax: (703) 383-3116
Email: richard@bolgerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Abdalla Hashish as co-owner.
The Debtor listed Arlington County Treasurer as its sole unsecured
creditor holding a claim of $13,999.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4IS35CY/Dahlia_Mediterranean_LLC__vaebke-23-11029__0001.0.pdf?mcid=tGE4TAMA
DAMON CAPITAL: Junior Lender Rejects Proposed Treatment in Plan
---------------------------------------------------------------
Rey Properties LLC, Beau and Tia Budde, and David Hays
(collectively "Junior Lender") objects to the Disclosure Statement
filed Damon Capital Ltd.
Junior Lender holds a promissory note in the principal amount of
$250,000 executed by Debtor, which is secured by a second lien deed
of trust on the Debtor's single asset real estate in Georgetown,
Texas (the "Property").
In the Disclosure Statement, Debtor states that the Junior Lender's
claim totals $200,000. This amount is incorrect, as is demonstrated
by the promissory note in the amount of $250,000 attached to Junior
Lender's Proof of Claim No. 6. Counsel for Debtor indicated by
email to the undersigned that he will correct this error but has
not yet done so.
In addition, Junior Lender was owed past-due interest in the amount
of $6,249 as of the Petition Date. Therefore, Junior Lender makes
this limited objection to the treatment of Junior Lender's claim
because it does not propose to pay Junior Lender in full.
Junior Lender supports Debtor's plan to pay all claims in full with
the proceeds of the sale of real property owned by Debtor's
principal. However, the Disclosure Statement fails to supply
sufficient information regarding the proposed sale, including,
among other things, (a) the identity of the property, (b) the
ownership of the property, (c) the value of the property, (d) if
the property is under contract, (e) the amount of proposed sale,
(f) the terms of the contract, and (g) if the property is
encumbered.
Junior Lender supports Debtor's reorganization efforts and asks
that the Debtor be afforded the opportunity to amend the Disclosure
Statement and proceed with a plan of reorganization that pays all
creditors in full.
A full-text copy of Junior Lender's objection dated June 19, 2023
is available at https://urlcurt.com/u?l=pFohlg from
PacerMonitor.com at no charge.
Attorneys for Junio Lender:
Rhonda Mates
STREUSAND, LANDON, OZBURN & LEMMON, LLP
1801 S. MoPac Expressway, Suite 320
Austin, Texas 78746
(512) 236-9900 Telephone
(512) 236-9904 Facsimile
Email: mates@slollp.com
About Damon Capital Ltd.
Damon Capital, Ltd., is primarily engaged in renting and leasing
real estate properties.
Damon Capital sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10063) on Feb. 6,
2023. In the petition signed by Chris Damon, president, the Debtor
disclosed between #1 million and $10 million in both assets and
liabilities.
The case is overseen by the Honorable Bankruptcy Judge H.
Christopher Mott.
Stephen W. Sather, Esq., at Barron & Newburger, P.C., represents
the Debtor.
DIEBOLD HOLDING: Capital Research, Hein Park Lead Ad Hoc Group
--------------------------------------------------------------
In connection with the chapter 11 cases commenced by Diebold
Holding Company, LLC and its affiliates, Davis Polk & Wardwell LLP
and Porter Hedges LLP filed on June 7, 2023, a verified statement
pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure
with respect to their representation of the Ad Hoc Group.
As of May 31, 2023, the members of the Ad Hoc Group, collectively,
beneficially own or manage, or are the investment advisors or
managers for funds that beneficially own or manage, (i)
$322,276,181 in aggregate principal amount of the Prepetition
Superpriority Term Loans; (ii) $535,708,511 in aggregate principal
amount of the Prepetition 2025 First Lien Term Loans; (iii)
$559,257,000 in aggregate principal amount of the Prepetition First
Lien U.S. Notes; (iv) EUR224,936,206 in aggregate principal amount
of the Prepetition First Lien Euro Notes; (v) $196,976,235 in
aggregate principal amount of the Prepetition Second Lien Notes;
(vi) $5,033,065 in aggregate principal amount of the Prepetition
ABL Loans; and (vii) $58,850,000 in aggregate principal amount of
the Prepetition FILO Loans.
The names, addresses, nature and amounts of all disclosable
economic interests of each Member of the Ad Hoc Group are:
(1) ARENA CAPITAL ADVISORS LLC
12121 Wilshire Blvd, Suite 1010
Los Angeles, CA 90025
* $37,450,000 of 2025 First Lien Term Loan
* EUR58,386,000 of First Lien Euro Notes
(2) BEACH POINT CAPITAL MANAGEMENT LP
1620 26th Street, Suite 6000N
Santa Monica, CA 90404
* $39,740,242 of Superpriority Term Loans
* $7,237,240 of 2025 First Lien Term Loan
* $111,519,000 of First Lien U.S. Notes
* EUR39,843,000 of First Lien Euro Notes
* $9,653,540 of FILO Term Loans
(3) CAPITAL RESEARCH AND MANAGEMENT COMPANY
333 South Hope Street, 55th Floor
Los Angeles, CA 90071
* $97,834,534 of Superpriority Term Loans
* $183,192,660 of 2025 First Lien Term Loan
* $304,609,000 of First Lien U.S. Notes
* EUR30,559,000 of First Lien Euro Notes
* $145,187,149 of Second Lien Notes
* $32,733,440 of FILO Term Loans
(4) CELF Advisors LLP
1 St James's Market
London, UK SW1Y 4AH
* EUR9,190,000 of First Lien Euro Notes
(5) GLENDON CAPITAL MANAGEMENT L.P.
2425 Olympic Blvd, Suite 500E
Santa Monica, CA 90404
* $26,677,706 of Superpriority Term Loans
* $41,870,976 of 2025 First Lien Term Loan
* $2,680,372 of Second Lien Notes
(6) HEIN PARK CAPITAL MANAGEMENT LP
888 7th Ave, 41st Fl
New York, NY 10019
* $4,407,094 of Superpriority Term Loans
* $147,727,468 of 2025 First Lien Term Loan
* $24,306,000 of First Lien U.S. Notes
* $12,474,207 of Second Lien Notes
(7) INVESCO SENIOR SECURED MANAGEMENT, INC.
225 Liberty Street
New York, NY 10281
* $11,241,799 of Superpriority Term Loans
* $18,291,337 of 2025 First Lien Term Loan
(8) MILLSTREET CAPITAL MANAGEMENT LLC
545 Boylston Street, 8th Floor
Boston, MA 02116
* $68,322,246 of 2025 First Lien Term Loan
* $118,823,000 of First Lien U.S. Notes
* $36,634,507 of Second Lien Notes
(9) OAKTREE CAPITAL MANAGEMENT, L.P.
333 S Grand AVE, 28th Floor
Los Angeles, CA 90071
* $31,616,583 of 2025 First Lien Term Loan
(10) SILVER POINT CAPITAL, L.P.
Two Greenwich Plaza, 1st Floor.
Greenwich, CT 06830
* $142,374,806 of Superpriority Term Loans
* EUR86,958,206 of First Lien Euro Notes
* $5,033,064 of ABL Loans
* $16,463,020 of FILO Term Loans
Counsel to the Ad Hoc Group:
John F. Higgins, Esq.
M. Shane Johnson, Esq.
Megan Young-John, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, Texas 77002-6341
Telephone: (713) 226-6000
Facsimile: (713) 228-1331
E-mail: jhiggins@porterhedges.com
sjohnson@porterhedges.com
myoung-john@porterhedges.com
- and -
Damian S. Schaible, Esq.
Adam L. Shpeen, Esq.
Dylan A. Consla, Esq.
Amber Leary, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
E-mail: damian.schaible@davispolk.com
adam.shpeen@davispolk.com
dylan.consla@davispolk.com
amber.leary@davispolk.com
About Diebold Nixdorf
Diebold Nixdorf, Incorporated, automates, digitizes and transforms
the way people bank and shop. As a partner to the majority of the
world's top 100 financial institutions and top 25 global retailers,
its integrated solutions connect digital and physical channels
conveniently, securely and efficiently for millions of consumers
each day.
Diebold Nixdorf Inc. and several affiliated entities sought
protection under Chapter 11 of the U.S. Bankruptcy Code on June 1,
2023. The cases are jointly administered under the case of Diebold
Holding Company, Inc., Bankr. S.D. Tex. Lead Case No. 23-90602. In
the petition signed by Jonathan B. Leiken, president, Diebold
disclosed $3.09 billion in assets and $2.57 billion in
liabilities.
Diebold Nixdorf Dutch Holding B.V. commenced voluntary
reorganization proceedings pursuant to the Wet Homologatie
Onderhands Akkoord under Netherlands law in the District Court of
Amsterdam. Diebold Netherlands sought recognition of the Dutch
Proceeding under Chapter 15 of the Bankruptcy Code.
Judge David R. Jones oversees the Chapter 11 cases.
The Chapter 11 Debtors tapped Jones Day and Jackson Walker LLP as
legal counsel, Ducera Partners LLC as financial advisor, FTI
Consulting, Inc., as investment banker, Kroll Restructuring
Administration, LLC as claims and noticing agent.
DIJ GROUP: Seeks Until July 10 to File Chapter 11 Plan
------------------------------------------------------
DIJ Group, Inc., asks the Bankruptcy Court to extend its time to
file a Chapter 11 Plan.
Section 1189 of Subchapter V of Title 11 provides that (a) only the
debtor may file a plan under this subchapter; and (b) the deadline
to file a plan is not later than 90 days after the Petition Date.
The deadline may be extended by the Court "if the need for the
extension is attributable to circumstances for which the debtor
should not justly be held accountable."
The Debtor is working on its Plan of Reorganization and has met all
deadlines in this case. Additional time would benefit the Debtor in
proposing a feasible plan. The Debtor is evaluating which vehicles
to retain on the basis of their condition, financing terms,
cross-collateralization with other loans and profitability. Through
this evaluation Debtor anticipates surrendering certain equipment
which will increase overall profitability for the company.
Furthermore, Debtor is also investigating LTL (Less Than Truckload)
consolidation on a test basis to increase profitability as well,
instead of only FTL (Full Truckload) shipments. Therefore, it is
reevaluating and reformulating its projections based upon a change
in structure with the reduced trucking fleet and a certain
percentage of LTL shipments.
The Debtor requests an additional 30 days to file a Plan – until
July 8, 2023 – but since July 8th, 2023 falls on a Saturday –
requests until Monday, July 10, 2023.
The Debtor has been working diligently toward reorganization. The
first two monthly reports in the case showed a slim budget,
however, the industry projections are pointing upwards and the
changes Debtor is making will have a positive impact and an
additional 30 days will allow Debtor to provide more accurate data
and projections to support their Plan of reorganization. Therefore,
just cause exists to extend the deadline to file a Plan by 30
days.
About DIJ Group
DIJ Group Inc. is a trucking company
DIJ Group filed a Chapter 11 case to reorganize its debts and
obligations in order to prevent the liquidation and closure of its
business. DIJ Group filed a Chapter 11 petition (Bankr N.D. Ill.
Case No. 23-03257) on March 10, 2023. The Debtor has chosen to
proceed under Subchapter V of Chapter 11 of the Bankruptcy Code.
Attorney for the Debtor:
Saulius Modestas, Esq.
MODESTAS LAW OFFICES, P.C.
401 S. Frontage Road, Ste. C
Burr Ridge, IL 60527
Tel: (312) 251-4460
EAST BROADWAY: Bank Says Plan is Not Confirmable on its Face
------------------------------------------------------------
Bank of Hope f/k/a BBCN Bank, a creditor of the debtor, East
Broadway Mall, objects to Debtor's amended Motion for an Order (i)
Approving Debtor's Disclosure Statement; (ii) Approving
Solicitation Procedures, Forms of Ballots, and Manner of Notice;
and (iii) Fixing the Deadline for Filing Objections to Confirmation
of the Plan and Scheduling Hearing on Plan Confirmation.
Bank of Hope points out that Debtor's Motion should be denied
because its plan is non-confirmable on its face without the consent
of Bank of Hope and the City of New York, and Debtor has not even
alleged, much less demonstrated, that such consent has been
obtained or is likely to be obtained. Moreover, even if such
consent were obtained, Debtor's plan provides insufficient
information as to how all the payments required under the plan
would be funded.
Bank of Hope further points out that for a full recitation of the
relevant background, Bank of Hope refers the Court to the BOH
Motion. As set forth therein, Debtor has repeatedly failed to
satisfy its obligations as tenant to the City as landlord under a
50-year lease of the premises currently designated as 88 East
Broadway, originally entered in 1985.
As more fully discussed in Bank of Hope's Third Amended Disclosure
Statement, on June 22, 2022, the City, BOH, and the Debtor entered
into a Stipulation and Order establishing a deadline for certain
actions by Debtor, the City, and BOH pertaining to Debtor's
interest in the lease. In part, Debtor along with the other parties
agreed therein to make reasonable efforts to meet and confer in
good faith to reach a settlement, and also agreed that if such a
settlement was not reached, then the Debtor's right, title and
interest in the lease would be assigned to an approved new tenant.
Bank of Hope asserts that debtor's Motion should fail because it
can never be confirmed. Voting Class 1 in Debtor's plan consists
only of Bank of Hope, and the plan proposes a payment of $2 million
to it. Bank of Hope intends to vote against this plan.
Bank of Hope complains that the proposed lease terms in Debtor's
plan fail to provide any greater benefit to the City or Bank of
Hope than they would receive under Bank of Hope's Third Amended
Plan.
According to Bank of Hope, debtor's plan fails to explain how any
of the proposed payments would be funded. Debtor's plan proposes
the formation of a new entity involving "individuals who
collectively have over 75 years of operating businesses" in the
local community, but two of these individuals are the Debtor's
principals, Kwok Ming Chan & Grace Chan. Nothing in Debtor's plan
or Motion explains how the City and Bank of Hope would be
adequately assured that this new entity would satisfy its
obligations to them.
Attorneys for Bank of Hope:
Robert J. Malatak, Esq.
James M. Sullivan, Esq.
WINDELS MARX LANE & MITTENDORF, LLP
156 West 56th Street
New York, NY 10019
Telephone: (212) 237-1000
E-mail: rmalatak@windelsmarx.com
jsullivan@windelsmarx.com
About East Broadway Mall
East Broadway Mall, Inc., operates a commercial mall located at 88
East Broadway in the City, County and State of New York. On March
1, 1985, Debtor entered into a 50-year lease commercial lease, with
the City through the New York City Department of General Services
for use of land beneath the Manhattan Bridge. Upon execution of the
Lease in 1985, the Debtor expended more than one million dollars to
construct a mall on the land.
East Broadway Mall, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12280) on July 12,
2019. In the petition signed by its president, Grace Chan, the
Debtor was estimated to have assets and debts of less than $50,000.
The Debtor hired Sferrazza & Keenan, PLLC, as counsel, and The
Carey Group LLC, as special counsel.
EAST BROADWAY: New York City Says Plan Not Confirmable
------------------------------------------------------
The City of New York, and its agency, the New York City Department
of Citywide Administrative Services ("DCAS"), filed a joinder in
the objection of the Bank of Hope ("BOH") to the East Broadway
Mall's amended motion for an order approving the Debtor's
disclosure statement and related relief and the objection of BOH to
the United States Trustee's motion to convert this Chapter 11 case
to a case under Chapter 7, or in the alternative, to dismiss this
case.
The City believes that the plan filed by the Debtor is not
confirmable, the proposed disclosure statement does not contain
adequate information, and the Debtor's Disclosure Approval Motion
is without merit, substantially for the reasons set forth in the
BOH Objection to the Debtor's motion, and joins in that objection.
The City respectfully requests that the Court deny the motion in
all respects, and grant to the City such other and further relief
as may be just.
In addition, because the City has determined to support the
transaction that is set forth in the proposed amended plan of
reorganization filed by BOH, the City does not believe that the
relief requested in the United States Trustee's Conversion motion
is necessary or appropriate at this time, substantially for the
reasons set forth in the BOH Objection to the Conversion Motion,
and joins in that objection. In connection therewith, the City
wishes to clarify that it has agreed to share equally with BOH, and
the proposed New Tenant, in meeting the costs of achieving
confirmation of the BOH plan. The City understands that one third
of such costs will be funded from the initial payment by the New
Tenant to the City under the plan.
Attorney for the City of New York and New York City Department of
Citywide Administrative Services:
Hon. Sylvia O. Hinds-Radix
Zachary B. Kass, Esq.
CORPORATION COUNSEL OF THE CITY OF NEW YORK
100 Church Street
New York, NY 10007
Tel: (212) 356-2113
E-mail: zkass@law.nyc.gov
About East Broadway Mall
East Broadway Mall, Inc., operates a commercial mall located at 88
East Broadway in the City, County and State of New York. On March
1, 1985, Debtor entered into a 50-year lease commercial lease, with
the City through the New York City Department of General Services
for use of land beneath the Manhattan Bridge. Upon execution of the
Lease in 1985, the Debtor expended more than one million dollars to
construct a mall on the land.
East Broadway Mall, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12280) on July 12,
2019. In the petition signed by its president, Grace Chan, the
Debtor was estimated to have assets and debts of less than $50,000.
The Debtor hired Sferrazza & Keenan, PLLC, as counsel, and The
Carey Group LLC, as special counsel.
ESJ TOWERS: Delays Disclosure Statement Hearing to Aug. 22
----------------------------------------------------------
Judge Enrique S. Lamoutte has entered an order granting the ESJ
Towers Inc.'s motion requesting a continuance of the hearing
scheduled for July 20, 2023.
The hearing on approval of the Disclosure Statement is rescheduled
to August 22, 2023 at 10:00 AM at the U.S. Bankruptcy Court, Jose
V. Toledo Post Office & Courthouse Bldg., Courtroom 2, Floor 2, 300
Recinto Sur, Old San Juan, Puerto Rico.
About ESJ Towers
ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury
apartments and condo units at ESJ Towers have direct access to Isla
Verde Beach, widely considered one of the best in Puerto Rico.
ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as
50 million in both assets and liabilities. ESJ President Keith St.
Clair signed the petition.
Judge Enrique S. Lamoutte Inclan oversees the case.
The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill,
PSC Law Offices as bankruptcy counsel; Ramon Luis Nieves, Esq., at
RL Legal Consulting Services, LLC and Luis Daniel Muniz, Esq., as
special counsels; Dage Consulting CPAS, PSC as financial advisor;
CPA Luis R. Carrasquillo & Co., P.S.C. as financial consultant; and
De Angel & Compania, PA, LLC as auditor.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 12, 2022. MRO Attorneys at Law, LLC
and Dage Consulting CPAS, PSC serve as the committee's legal
counsel and financial advisor, respectively.
ESSY QUALITY: Wins Cash Collateral Access on Final Basis
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, authorized Essy Quality Health Care, LLC to use
cash collateral on a final basis in accordance with the budget and
its agreement with the U.S. Small Business Administration and the
Internal Revenue Service.
The Debtor requires the use of cash collateral to continue its
operations.
The IRS asserts a security interest in all property of the Debtor
based upon pre-petition tax liens. The Small Business
Administration also asserts a perfected security interest in the
Debtor's property.
The IRS and the SBA may or may not have competing security
interests in the Debtor's assets and this order makes no ruling as
to the relative validity, priority or extent of any liens claimed
by the IRS or SBA.
Both the IRS and the SBA are granted a priority replacement lien on
all inventory and accounts receivable acquired by the Debtor since
the filing of the petition and their liens are ratified and
confirmed as perfected under applicable federal law and the
Bankruptcy Code until further Court order or confirmation of a Plan
of Reorganization to the extent necessary to preserve the IRS and
the SBA's statutory and contractual lien positions.
The Debtor will maintain insurance on all business assets and
provide written evidence of same to the IRS, the SBA and the U.S.
Trustee.
The Debtor will maintain at least $20,000 as total minimum balances
in its four bank accounts as a means of providing the IRS with
adequate protection.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=rdNkjb from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$178,250 for June 2023;
$180,925 for July 2023;
$180,521 for August 2023;
$181,845 for September 2023; and
$183,101 for October 2023.
About ESSY Quality Health Care, LLC
ESSY Quality Health Care, LLC is a home health care services
provider.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50442) on April 17,
2023. In the petition signed by Dozie Zogus Ony, managing member,
the Debtor disclosed up to $50,000 in assets and up to $10 million
in liabilities.
Judge Craig A. Gargotta oversees the case.
Michael J. O'Connor, Esq., at Michael J. O'Connor Law Office,
represents the Debtor as legal counsel.
EVERGLADES CITY: Unsecureds to Get Share of Income for 5 Years
--------------------------------------------------------------
Everglades City Express, LLC, filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Disclosure Statement
describing Chapter 11 Plan dated June 19, 2023.
The Debtor is a Florida limited liability company founded on June
24, 2016 by Mr. Odrey. Mr. Odrey is the Debtor's sole owner and
officer.
The Debtor owns real property and improvements thereon located at
947 Panther Lane, Everglades City, Florida 34114 (the "Property").
The Property constituted substantially all the Debtor's assets.
Prior to the Petition Date, the Debtor was preparing to operate a
rare surviving Vietnamera LCVP MK7 landing craft (the "Landing
Craft") at the Property, as the Property is uniquely qualified for
that purpose. However, the Debtor's efforts were stalled, and the
Debtor then faced foreclosure efforts by Hal and Susan Fetterman
(the "Fettermans"), who have a secured claim against the Property.
The Debtor initiated the Case to obtain sufficient breathing room
to acquire financing through Mr. Odrey, pay creditors in full, and
use the remaining funding to profitably operate the Landing Craft
and Property for the benefit of veterans and history aficionados
alike.
Class 3 consists of all the Debtor's allowed general unsecured
creditors. Class 3 is impaired by the Plan. Mr. Odrey is the sole
Holders of allowed Class 3 claims shall receive a pro rata
quarterly distribution collectively totaling the Debtor's
Disposable Income, commencing on the 1st Quarter of Year 2 of the
Plan. Holders of allowed Class 3 claims shall receive the remaining
unpaid portion of the claims not later than the last (4th) Quarter
of Year 5 of the Plan. Holders of allowed Class 3 claims shall be
paid until the 5th year anniversary of the Effective Date or their
allowed claim is paid in full, whichever is earlier.
Class 4 consists of the Debtor's Equity Security Holders. Mr. Odrey
is the Debtor's sole Equity Security Holder. Equity Security
Holders will retain ownership in the Debtor postconfirmation. No
distributions will be made to equity or on insider claims until
such time as all administrative expenses of the estate, and allowed
Class 1, Class 2, and Class 3 claims, are paid in full. Class 4 is
unimpaired under Bankruptcy Code section 1124, so holders of Class
4 interests are entitled to vote on the Plan.
The Plan provides for distributions to the Holders of Allowed
Claims from: (i) funds committed (the "Committed Funds") by the
Debtor's owner, Mr. William Odrey ("Mr. Odrey"); and (ii) revenue
generated by the Debtor for services provided once the Debtor is
operational ("Revenue").
A full-text copy of the Disclosure Statement dated June 19, 2023 is
available at https://urlcurt.com/u?l=BHyesl from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Michael R. Dal Lago, Esq.
Christian Garrett Haman, Esq.
Dal Lago Law
999 Vanderbilt Beach Road, Suite 200
Naples, FL 34108
Telephone: (239) 571-6877
Email: mike@dallagolaw.com
chaman@dallagolaw.com
About Everglades City Express
Everglades City Express, LLC, a company in Naples, Fla., filed a
petition under Chapter 11, Subchapter V of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 23-00356) on March 30, 2023, with as
much as $1 million to $10 million in both assets and liabilities.
Amy Denton Mayer has been appointed as Subchapter V trustee.
Judge Caryl E. Delano oversees the case.
Dal Lago Law serves as the Debtor's legal counsel.
EXELA TECHNOLOGIES: S&P Downgrades ICR to 'CC', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Exela Technologies Inc. to 'CC' from 'CCC-' and its issue-level
rating on its 2026 notes to 'CC' from 'CCC-'.
S&P said, "The negative outlook reflects that we expect to lower
our issuer credit rating on Exela to 'SD' and our issue-level
rating on its 2026 notes to 'D' after the transaction closes.
"The downgrade reflects our view that the proposed exchange is a
distressed debt restructuring that is tantamount to default. Under
the terms of the proposed exchange, participating noteholders would
receive $800 of new notes for each $1,000 in principal amount of
the old notes they exchange. In addition, the new noteholders will
receive payment-in-kind (PIK) interest for the interest payment due
in July 2023. Exela will pay at least 50% of the 2024 interest
payments with cash and will pay the remainder in cash to the extent
it has at least $15 million of unrestricted cash pro forma for the
payment. Otherwise, the company will pay the remaining portion in
kind. We view the transaction as tantamount to a default because
the noteholders would receive materially less than they were
originally promised."
As of Exela's announcement, the holders of about 54.1% of its
outstanding notes had entered into an RSA to tender all of their
notes. The exchange offer ends July 7, 2023. The offer is
contingent on the valid tender of at least 66.67% in aggregate
principal amount of the company's old notes.
The exchange will reduce Exela's cash interest burden, though it
still needs to address its approaching July debt maturities. As of
March 31, 2023, pro forma for the repayment of most of the BRCC
term loan, the company had the following outstanding debt due in
the next month:
-- $67.5 million outstanding on its first-lien term loan due July
12, 2023; and
-- $9.4 million of 10% senior notes due July 15, 2023;
-- If any of the term loan or 10% senior notes remain outstanding
as of July 12, the maturity of Exela's new notes will accelerate to
that date. Therefore, the company still needs to address the
first-lien maturities to avoid a near-term payment default.
S&P said, "The negative outlook reflects that we will lower our
issuer credit rating on Exela to 'SD' and our issue-level rating on
its 2026 notes to 'D' once the transaction closes. After the
transaction closes and the company address its July debt
maturities, we will raise our ratings to a level that reflects the
ongoing risk of a conventional default or future distressed
restructurings."
ESG credit indicators: E-2, S-2, G-3
FIRST REPUBLIC BANK: September 5 Claim Filing Deadline Set
----------------------------------------------------------
The California Department of Financial Protection and Innovations
closed First Republic Bank, San Francisco, California, ("Failed
Institution") and appointed the Federal Deposit Insurance
Corporation ("FDIC") as receiver.
All creditors having claims against the Failed Institution must
submit their claims in writing, together with proof of claims, to
the Receiver on or before Sept. 5, 2023. You must submit a proof
of claim from via our interface FDIC Claims Portal at
https://resolutions.fdic.gov/claimsportal/s/, or by calling
972-761-8677.
Claims may be submitted through FDIC claims portal, or mailed to:
FDIC as Receiver of
First Republic Bank
6000 Pearl Street, Suite 700
Dallas, TX 75201
Attention: Claim Agent 10543
The FDIC arranged for the transfer of all deposits -- including the
uninsured amounts -- at the Failed Institution to another insured
depository institution, JPMorgan Chase Bank N.A., Columbus, Ohio
43240. This arrangement should minimize any inconvenience from the
closing of the Failed Institution.
First Republic Bank was a commercial bank and provider of wealth
management services headquartered in San Francisco, California.
GAMESTOP CORP: RC Ventures, Ryan Cohen Hold 12.1% of Class A Shares
-------------------------------------------------------------------
RC Ventures LLC and Ryan Cohen disclosed in a Schedule 13D/A filed
with the Securities and Exchange Commission that as of June 9,
2023, they beneficially own 36,847,842 shares of Class A Common
Stock, $0.001 par value per share, of GameStop Corp., representing
12.1 percent of the shares outstanding.
The Shares beneficially owned by RC Ventures were purchased with
working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business). The
aggregate purchase price of the 36,847,842 Shares beneficially
owned by RC Ventures is approximately $96,076,057, excluding
brokerage commissions. Mr. Cohen, as the manager of RC Ventures,
may be deemed to beneficially own the 36,847,842 Shares owned by RC
Ventures.
The aggregate percentage of Shares reported owned by each person
named herein is based upon 304,751,243 Shares outstanding as of
June 1, 2023 as reported in the Issuer's Quarterly Report on Form
10-Q filed with the SEC on June 7, 2023.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1326380/000092189523001480/sc13da712128005_06132023.htm
About GameStop
Grapevine, Texas-based GameStop Corp. is a specialty retailer
offering games and entertainment products through its E-Commerce
platforms and thousands of stores.
GameStop reported a net loss of $313.1 million for the fiscal year
ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal
year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a
net loss of $470.9 million in 2019, and a net loss of $673 million
in 2018. As of April 29, 2023, the Company had $3.07 billion in
total assets, $1.79 billion in total liabilities, and $1.27 billion
in total stockholders' equity.
GENESIS CARE: Creditors Committee Named, Taps Kramer Levin
----------------------------------------------------------
Kramer Levin has been selected as counsel to the official committee
of unsecured creditors of GenesisCare. Burdened by more than $1.7
billion of debt, the company sought Chapter 11 protection in the
bankruptcy court in the Southern District of Texas, Houston
Division, on June 1, 2023.
The seven-member committee consists of Accuray Inc., ASD Specialty
Healthcare LLC (Amerisource Bergen), Block Imaging Parts & Service
LLC, Elekta, Cardinal Health 414 LLC, Centrex Revenue Solutions and
Boston Scientific Corp.
The Kramer Levin team, which includes leaders of the firm's Health
Care and Special Situations groups, is led by Bankruptcy and
Restructuring partners Rachael Ringer and Adam C. Rogoff and
includes senior attorney Elan Daniels and associates Megan Wasson,
Gabriel Eisenberger and Michael Blackmon.
Kramer Levin's Bankruptcy and Restructuring group has been actively
involved in most of the major bankruptcy cases in the United States
during the past 20 years. The group is chaired by Kenneth H.
Eckstein and Thomas Moers Mayer, both fellows of the American
College of Bankruptcy. Kramer Levin and its lawyers are
consistently recognized as leaders in the field of bankruptcy and
restructuring by Chambers USA, Legal 500 US, Best Lawyers, Super
Lawyers and other industry observers.
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
Genesis Care Pty Ltd. and its affiliated debtors sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90614) on June 1, 2023. In the petition signed by
Richard Briggs, as authorized signatory, Genesis Care disclosed up
to $10 billion in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsel; PJT Partners, LP as investment banker; Alvarez and Marsal
North America, LLC as restructuring advisor; Herbert Smith
Freehills, LLP as foreign legal counsel; and Teneo as
communications advisor. Kroll Restructuring Administration, LLC is
the notice and claims agent.
GENESIS CARE: Term Lender Group Disclose Members, Claims
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
certain unaffiliated lenders, and/or investment advisors to lenders
of Genesis Care Pty Ltd. and its affiliated debtors filed a
verified statement
Akin Gump Strauss Hauer & Feld LLP represents the Ad Hoc Term
Lender Group in connection with the Debtors' chapter 11 cases
Akin has been advised by the members of the Ad Hoc Term Lender
Group that each member either holds claims or manages funds and/or
accounts that hold claims against the Debtors' estates.
The names and the disclosable economic interests by each member of
the Ad Hoc Term Lender Group as of May 30, 2023, are as follows:
(1) AVENUE ASIA CAPITAL MANAGEMENT, L.P.
AVENUE EUROPE INTERNATIONAL MANAGEMENT, L.P.,
AVENUE CAPITAL MANAGEMENT II, L.P.,
11 West 42nd Street, 9th Floor
New York, New York 10036
* $2,861,163 of SFA Revolving Loans
* $184,870,603 of SFA Term Loans
(2) BAIN CAPITAL CREDIT, L.P.
200 Clarendon Street
Boston, Mass. 02116
* $2,861,163 of SFA Revolving Loans
* $195,773,887 of SFA Term Loans
(3) CANYON CAPITAL ADVISORS LLC
2728 N Harwood Street, Floor 2
Dallas, TX 75201
* $2,861,163 of SFA Revolving Loans
* $144,033,821 of SFA Term Loans
(4) CHALLENGER INVESTMENT PARTNERS LIMITED
Level 2, 5 Martin Place
Sydney NSW 2000
* $37,603,850 of SFA Term Loans
(5) OAKTREE CAPITAL MANAGEMENT, L.P.
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
* $2,861,163 of SFA Revolving Loans
* $242,717,310 of SFA Term Loans
Counsel for the Ad Hoc Term Lender Group
AKIN GUMP STRAUSS HAUER & FELD LLP
Lacy M. Lawrence
2300 N. Field Street, Suite 1800
Dallas, Texas 75201
Telephone: (214) 969-2800
Facsimile: (214) 969-4343
E-mail: llawrence@akingump.com
- and -
Scott L. Alberino
Alexander F. Antypas
2001 K Street, N.W.
Washington, DC 20006
Telephone: (202) 887-4000
Facsimile: (202) 887-4288
E-mail: salberino@akingump.com
aantypas@akingump.com
- and -
Abid Qureshi
One Bryant Park
New York, NY 10036
Telephone: (212) 872-1000
Facsimile: (212) 872-1002
E-mail: aqureshi@akingump.com
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
Genesis Care Pty Ltd. and its affiliated debtors sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90614) on June 1, 2023. In the petition signed by
Richard Briggs, as authorized signatory, Genesis Care disclosed up
to $10 billion in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsel; PJT Partners, LP as investment banker; Alvarez and Marsal
North America, LLC as restructuring advisor; Herbert Smith
Freehills, LLP as foreign legal counsel; and Teneo as
communications advisor. Kroll Restructuring Administration, LLC is
the notice and claims agent.
GIBSON'S ENERGY: Moody's Puts 'Ba2' CFR Under Review for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed Gibson's Energy, Inc.'s Ba2
corporate family rating, Ba2-PD probability of default rating and
Ba2 senior unsecured rating under review for upgrade. The SGL-3
speculative grade liquidity (SGL) remains unchanged. The outlook
was also changed to rating under review from stable.
On Review for Upgrade:
Issuer: Gibson Energy Inc.
-- Corporate Family Rating, Placed on Review for Upgrade,
currently Ba2
-- Probability of Default Rating, Placed on Review for Upgrade,
currently Ba2-PD
-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba2
Outlook Actions:
Issuer: Gibson Energy Inc.
-- Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review follows the June 14, 2023 announcement that Gibson
entered into an agreement to acquire South Texas Gateway Terminal
LLC. The facility is currently owned by Buckeye Partners, L.P. (Ba3
stable), Phillips 66 Partners LP (subsidiary of Phillips 66, A3
stable) and Marathon Petroleum Corporation (Baa2 stable) who own
50%, 25% and 25%, respectively.
Gibson has secured committed bridge financing totaling $1.1 billion
(C$1.485 billion) to finance the transaction. The company
subsequently plans to raise permanent financing consisting of C$350
million of equity and a combination of C$1,135 million in senior
unsecured notes and hybrid securities. Additionally, the company
will increase its revolving credit facility to C$1 billion from
C$750 million.
The transaction increases Gibson's exposure to take-or-pay
contracts, and diversifies the business by adding storage capacity
in the Gulf Coast that is strategically connected to pipeline and
export infrastructure. The terminal will have access to low-cost
crude and has very large crude carrier capabilities. The
acquisition lessens concentration risk and increases its size and
scale.
The review will focus on the final post-transaction capital
structure, final terms of the proposed hybrid and debt instruments,
Moody's assessment of execution risks, cash flow generation,
deleveraging and the trajectory of the company's financial
policies, including M&A strategy. Moody's expects to conclude the
review upon closure of the transaction following shareholder and
regulatory approvals expected in the third quarter of 2023.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
GLOBAL AVIATION: Court OKs Cash Collateral Access on Final Basis
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized
Global Aviation Technologies LLC to use cash collateral on a final
basis in accordance with the budget.
The Debtor requires the use of cash collateral to fund continued
operations.
Global Aviation Technologies began operating in 2002 and has
operated through many ebbs and flows of the aircraft industry
impacted by the U.S. economy. However, the changes to the U.S.
economy from the COVID-19 pandemic, including how the Federal
Aviation Authority administered its regulations, caused GAT's
operations to suffer significant cash-flow issues.
To address those cash-flow problems, GAT took full advantage of
government-backed loan programs that were made available in
connection with the Coronavirus Aid. Relief, and Economic Security
Act, including the Payroll Protection Program Loan and the Economic
Injury Disaster Loan.
Despite obtaining the relief through the CARES Act, GAT continued
to suffer cash-flow and other financial problems from a variety of
factors, including changes made by the United States Department of
Defense in the administration of certain programs for the
maintenance of aircraft and the manufacturing of aircraft parts for
the U.S. Government.
To address those cash-flow issues, GAT obtained several merchant
capital advance loans from various lenders, including Credibly of
Arizona, LLC, Front Capital, WebBank, OKD Capital, LLC, Payroll
Funding Company, LLC, and Wynwood Capital Group LLC.
Conway Bank and the U.S. Small Business Administration claim lien
in all assets owned by GAT. As of the Petition Date, Conway was
owed approximately $3.2 million by GAT on the notes associated with
Conway's lien, with approximately $2.7 million subject to a
guaranty from the SBA.
The SBA may claim a separate security interest in GAT's assets as a
result of the EIDL that GAT obtained in November 2021. The balance
due on the SBA's EIDL is approximately $2 million.
Fidelity Bank, N.A. claims a security interest in the balance of
GAT's Fidelity Account ending in 7374 on the Petition Date by
virtue of Fidelity's account agreement with GAT and perfected that
interest by maintaining control over GAT's Fidelity Account. The
balance of GAT's Fidelity Account on the Petition Dates was
$44,650. GAT owed Fidelity $65,714 on a revolving credit account.
Additionally, the MC Lenders claim liens on all GAT's assets and
specifically GAT's account receivables. On the Petition Date, the
MC Lenders are owed:
Lender Amount Owed
------ -----------
Credibly $273,906
Front $176,800
WebBank (2 loans) $191,980
OnDeck $292,632
PFC $138,370
Wynwood $127,765
-----------
Total $1,201,000
To the best of GAT's knowledge, there are no other lien claimants
who assert rights in cash collateral.
GAT intends to use Fidelity's cash collateral to pay expenses of
the operation of its business.
The events constitute an "Event of Default" include:
1) The failure to make any adequate protection payments to
Fidelity;
2) Expenditures in excess of the Budget with the variances as
specified in the Motion;
3) Expenditures not included in the Budget and not otherwise
approved by Fidelity in writing;
4) Incurrence after the Petition Date of credit or
indebtedness that is (i) secured by a security interest, mortgage,
or other lien on all or any portion of Fidelity's collateral which
is equal or senior to any security interest or other lien of
Fidelity, or (ii) entitled to priority administrative status which
is equal or senior to that granted to Fidelity;
5) Entry of a Court order, other than the Interim Cash
Collateral Order, granting relief from or modifying the automatic
stay 11 U.S.C. Section 362 (i) to allow any creditor to execute
upon or enforce a lien on or security interest in any cash
collateral, or (ii) with respect to any lien of or the granting of
any lien on any cash collateral to any state or local environmental
or regulatory agency or authority, which in either case would have
a material adverse effect on the business, operations, property,
assets, or condition, financial or otherwise, of GAT;
6) Dismissal of the case or conversion of the case to Chapter
7 case, or appointment of a Chapter 11 trustee or examiner with
enlarged powers or other responsible person;
7) Upon written notice from Fidelity of any material
misrepresentation of a material fact made after the Petition Date
by GAT about its financial condition, the nature, extent, location
or quality of any Collateral, or the disposition or use of any
Collateral, including cash collateral; and
8) The sale after the Petition Date of any portion of any of
GAT's assets outside the ordinary course of its business unless
otherwise approved by Fidelity in writing or by the Bankruptcy
Court.
GAT will pay Fidelity a monthly payment in the amount of $344.18
beginning May 31, 2023 and then on the 15th of every month
thereafter. This amount is meant to pay interest only on Fidelity's
claim to Fidelity's cash collateral until GAT is able to confirm a
Chapter 11 Plan.
In addition to the adequate protection payments specified in the
Budget of $344 a month, Fidelity will receive an additional and
replacement security interests interests and liens, in the same
priority as existed pre-petition, in and upon all of the
pre-petition collateral and all of the Debtor's now-owned and
after-acquired assets and rights of any kind or nature.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=8kxPGA from PacerMonitor.com.
About Global Aviation Technologies LLC
Global Aviation Technologies LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10111) on
February 20, 2023. In the petition signed by Candace Cottner,
managing member and director of finance, the Debtor disclosed up to
$500,000 in assets and up to $50 million in liabilities.
Judge Mitchell L. Herren oversees the case.
Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the
Debtor as legal counsel.
GOLDEN Z LLC: July 14 Hearing on Disclosure Statement Set
---------------------------------------------------------
The debtor, Golden Z, LLC, filed with the Bankruptcy Court a motion
pursuant to 11 USC section 1125 to approve the adequacy of the
debtor's Amended Disclosure Statement filed June 6, 2023.
A hearing on the Motion is set for July 14, 2023 at 9:30 AM at
Judge Dore's Courtroom, U.S. Courthouse, Room 8106. Responses are
due by July 7, 2023.
Attorney for the Debtors:
James E. Dickmeyer, Esq.
JAMES E. DICKMEYER, PC
520 Kirkland Way Suite 400, PO Box 2623
Kirkland, WA 98083-2623
Telephone: (425) 889-2324
Fax: (425) 827-8725
About Golden Z LLC
Golden Z, LLC, is a single asset real estate (as defined in 11
U.S.C. Section 101(51B)). The company owns a condo or coop located
at 213 4th Ct. S. #9 Kirkland, Wash., valued at $2.4 million.
Golden Z filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-10300) on Feb. 17,
2023, with $1 million to $10 million in both assets and
liabilities. Zhandos Belbayev, authorized representative of the
Debtor, signed the petition.
Judge Timothy W. Dore oversees the case.
The Debtor is represented by James E. Dickmeyer, PC.
GRAFTECH GLOBAL: Moody's Rates New $450MM Sr. Secured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to GrafTech Global
Enterprises Inc.'s proposed $450 million senior secured notes due
2028. GrafTech Finance, Inc.'s ("GrafTech") B1 Corporate Family
Rating, its B1-PD Probability of Default Rating, the B1 rating on
its senior secured notes and senior secured credit facilities, its
Speculative Grade Liquidity Rating ("SGL") of SGL-3 and its
negative outlook remain unchanged. The B1 rating assigned to
GrafTech Global Enterprises Inc.'s proposed senior notes is in line
with the B1 rating on GrafTech's Finance, Inc.'s existing $500
million senior secured notes since they will have equal and pari
passu guarantees and credit support.
GrafTech plans to use the proceeds from the note offering to pay
off the $434 million of borrowings on its Term Loan B facility and
to cover fees and expenses. The existing B1 rating on the Term Loan
B will be withdrawn when the refinancing is completed. This
refinancing will extend the company's debt maturities but will also
result in higher interest costs.
Assignments:
Issuer: GrafTech Global Enterprises Inc.
Backed Senior Secured Regular Bond/Debenture, Assigned B1
Outlook Actions:
Issuer: GrafTech Global Enterprises Inc.
Outlook, Assigned Negative
RATINGS RATIONALE
GrafTech's B1 corporate family rating reflects its strong market
position in the graphite electrode sector, its internal needle coke
supply and the continuing gradual shift to electric arc furnace
(EAF) steel production. The rating also incorporates its moderate
scale, reliance on one product for the majority of its revenues
that is sold to a highly cyclical sector, dependence on a single
facility for the majority of its needle coke and another for its
electrode pin supply, and the fact that its earnings and credit
metrics will materially weaken in the near term.
GrafTech's operating performance began to materially weaken in 2H
2022 due to softening end market demand, higher energy costs and
the impact of the suspension of its Mexican production facility. As
a result, it produced adjusted EBITDA of $541 million in 2022
versus $664 million in 2021 and only $81 million in Q4 2022 versus
$191 million in Q4 2021. Its operating results have deteriorated
further in 2023 with adjusted EBITDA of only $15 million in Q1, and
will be extremely weak this year since it curtailed its order
intake in late 2022 following the suspension of production at its
facility in Monterrey, Mexico. This is the only GrafTech facility
that currently produces pin stock for its electrodes. It will also
be negatively impacted this year as its high-priced long-term
agreements roll off and energy and other raw material costs remain
elevated.
Moody's anticipate adjusted EBITDA will decline substantially and
be less than $100 million in 2023. The significantly weaker
operating performance will result in credit metrics that are very
weak for the current rating with an adjusted leverage ratio
(debt/EBITDA) above 10.0x and interest coverage (EBITDA/Interest)
below 2.0x. However, Moody's anticipate the company's operating
results will materially improve in 2024 as it regains some lost
market share, rebuilds its inventory of pins as production is
ramped up in Mexico and adds pin production to its St. Mary's
facility in Pennsylvania, and benefits from the ongoing shift to
EAF steel production. If it fails to achieve a substantially
improved operating performance in 2024 then further ratings
downgrades are possible.
GrafTech has consistently generated strong free cash flow over the
past four years and has shifted to a more balanced capital
allocation policy from a focus on shareholder returns as
Brookfield's ownership position has declined to 25%. The company
repaid about $910 million of term loan debt in years 2020-2022
while repurchasing about $140 million of its common stock and
paying about $52 million in dividends. The company may not generate
free cash flow in 2023 based on the very weak operating performance
and the ongoing payment of about $10 million in annual dividends.
GrafTech's speculative grade liquidity rating of SGL-3 incorporates
its adequate liquidity profile. The company had $135 million of
cash and $327 million of availability on its $330 million revolving
credit facility as of March 2023, which had no outstanding
borrowings and $3 million of letters of credit issued. The revolver
has a springing maximum senior secured first-lien net leverage
ratio covenant of 4.0x at 35% utilization. Moody's do not expect
material revolver utilization but anticipate the company will
exceed a leverage ratio of 4.0x in 2023 which will reduce
availability to $115.5 million in the near term. GrafTech may not
generate positive free cash flow in 2023 but should maintain
adequate liquidity even if availability is reduced on its revolver
due to its sizeable cash balance and its expected to return to
positive cash generation in 2024.
The negative outlook incorporates Moody's expectation for
substantially weaker operating results and credit metrics in 2023
and the risk they don't improve to a level that supports the
current rating in 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings upside for GrafTech is limited by its reliance on a
single needle coke facility for the majority of its supply and its
focus on one product category that serves a highly cyclical sector.
However, an upgrade could be considered if the company sustains a
leverage ratio (Debt/EBITDA) below 3.5x, an interest coverage ratio
(EBITDA/Interest) above 3.5x and retained cash flow above 12% of
its outstanding debt.
Moody's could downgrade GrafTech's ratings if its adjusted
financial leverage is sustained above 5.0x, retained cash flow is
maintained below 8% of its outstanding debt, the company
consistently produces negative free cash flow or experiences a
substantive deterioration in liquidity.
Headquartered in Brooklyn Heights, Ohio, GrafTech International
Ltd. manufactures graphite electrodes and needle coke products. The
company has about 230,000 metric tons of electrode capacity
including its facility in St. Mary's, Pennsylvania. GrafTech
generated $1.1 billion in revenues for the twelve months ended
March 31, 2023. An affiliate of Brookfield Capital Partners Ltd
owns about 25% of the outstanding shares of GrafTech.
The principal methodology used in this rating was Chemicals
published in June 2022.
GRAFTECH GLOBAL: S&P Rates New Senior Secured Notes 'BB'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '2'
recovery rating to U.S.-based graphite electrode producer GrafTech
International's proposed $450 million senior secured notes.
GrafTech will use proceeds from the issuance to repay its
outstanding term loan B due 2025 ($434 million outstanding).
Key analytical factors
-- S&P assigns its 'BB' issue-level rating on GrafTech's proposed
$450 million senior secured notes due 2028.
-- GrafTech's existing $500 million senior secured notes due 2028
remain 'BB'.
-- S&P's '2' recovery rating on the company's senior secured notes
indicates its expectation of substantial (70%-90%; rounded
estimate: 85%) recovery in the event of a payment default.
-- S&P assesses the company's recovery prospects on the basis of a
gross reorganization value of about $1.1 billion, which reflects
about $208 million of emergence EBITDA and a 5.5x multiple.
-- The 5.5x multiple is in line with the multiples S&P uses for
other companies in the metals and mining downstream sector.
-- S&P's analysis also assumes that GrafTech's $330 million
revolving credit facility would be about 85% utilized (net of
letters of credit) at the time of a hypothetical bankruptcy.
Therefore, S&P estimates about $288 million in principal and
interest outstanding at default.
Simulated default assumptions
S&P said, "Our simulated default scenario contemplates a default
occurring in 2027 due to a substantial decline in operating
performance stemming from deteriorating demand for electrodes from
GrafTech's customers due to weak steel demand and increased
competition from imports pressuring customer production levels. We
assume that the demand and pricing for electrodes would then fall
to a level where the company's realized pricing declines, and it is
unable to meet its obligations as margins and cash flow are
constrained."
-- Year of default: 2027
-- Emergence EBITDA: $208 million
-- EBITDA multiple: 5.5x
-- Gross recovery value: $1.1 billion
Simplified waterfall
-- Net recovery value for waterfall after 5% administrative
expenses: $1.08 billion
-- Assumed obligor/nonobligor split: 27%/73%
-- Total value available for senior secured claims: $808 million
-- Estimated senior secured claims: $1.25 billion
--Recovery expectations: 70%-90% (rounded estimate: 85%)
Note: Estimated claim amounts generally include about six months of
accrued but unpaid interest.
ESG credit indicators: E-3, S-2, G-2
GREENIDGE GENERATION: Receives Noncompliance Notice From Nasdaq
---------------------------------------------------------------
Greenidge Generation Holdings Inc. said in a Form 8-K filed with
the Securities and Exchange Commission it received a written notice
from the Listing Qualifications Department of The Nasdaq Stock
Market LLC on June 15, 2023, stating that the Company failed to
maintain a minimum Market Value of Publicly Held Shares of $15
million for the prior 30 consecutive trading day period, as set
forth in Nasdaq Listing Rule 5450(b)(3)(C).
Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has a
compliance period of 180 calendar days, or until Dec. 12, 2023, to
regain compliance with the MVPHS Requirement. During this
compliance period, the Company's Class A common stock, par value
$0.0001 will continue to be traded on the Nasdaq Global Select
Market. To regain compliance with the MVPHS Requirement, the
Company's MVPHS must close at or above $15 million for a minimum of
ten consecutive business days at any time during the compliance
period, unless Nasdaq exercises its discretion to extend the
ten-day period pursuant to Nasdaq Rule 5810(c)(3)(H).
The Company's receipt of the Notice does not affect the Company's
business operations at this time or its reporting obligations with
the Securities and Exchange Commission.
The Company is actively exploring various alternatives to enable it
to regain compliance with the MVPHS Requirement. If the Company
does not regain compliance within the compliance period, of which
there can be no assurances, including during any extensions that
may be granted by Nasdaq based on any appeals by the Company, the
Common Stock will be subject to delisting.
About Greenidge Generation
Headquartered in Fairfield, CT, Greenidge Generation Holdings Inc.
(NASDAQ: GREE) -- www.greenidge.com -- is a vertically integrated
cryptocurrency datacenter and power generation company.
Greenidge reported a net loss of $271.07 million in 2022, compared
to a net loss of $44.48 million in 2021. As of March 31, 2023, the
Company had $94.99 million in total assets, $140.62 million in
total liabilities, and a total stockholders' deficit of $45.62
million.
Dallas, Texas-based Armanino LLP, the Company's auditor since 2021,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company incurred a loss from operations
and generated negative cash flows from operations during the year
ended Dec. 31, 2022. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
GREIF INC: Moody's Withdraws 'Ba1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service on May 24, 2023 withdrew Greif, Inc.'s
Ba1 corporate family rating and Ba1-PD Probability of Default
Rating.
RATINGS RATIONALE
Moody's withdrew the ratings for its own business reasons.
Due to an internal administrative error, an incorrect withdrawal
reason was previously displayed on Moody's websites.
Headquartered in Delaware, Ohio, Greif, Inc. is one of the leading
global industrial packaging products and services companies with a
diverse product portfolio that includes steel, plastic, fiber, and
corrugated and multi-wall containers for a wide range of
industries. The company generated about $6 billion of revenue for
the twelve months that ended January 2023.
GWG HOLDINGS: Court Confirms 2nd Amended Plan
---------------------------------------------
Judge Marvin Isgur entered findings of fact, conclusions of law,
and an order confirming the Further Modified Second Amended Joint
Chapter 11 Plan of GWG Holdings, Inc., and its affiliates.
A Plan confirmation hearing was held on June 15, 2023.
As described in the Voting Report, the holders of Claims in Class 3
(Bond Claims) and 4(a) (General Unsecured Claims) and holders of
Interests in Class 8 (Series 1 Preferred Interests) and Class 9
(Series 2 Preferred Interests) voted to accept the Plan in the
numbers and amounts required by Section 1126 of the Bankruptcy
Code, and holders of Interests in Class 10 (Existing Common
Interests) did not vote to accept the Plan in the numbers and
amounts required by Section 1126 of the Bankruptcy Code.
Notwithstanding the foregoing, Beneficient Capital Co LLC's Class
10 (Existing Common Interests) vote against the Plan shall be
deemed withdrawn such that Beneficient Capital Co LLC shall be
treated as if it abstained from voting; accordingly, Class 10
(Existing Common Interests) is deemed to have voted to accept the
Plan in the numbers and amounts required by Section 1126 of the
Bankruptcy Code.
The Plan is deemed to constitute a motion under Section 1123(b)(3)
of the Bankruptcy Code and Bankruptcy Rule 9019 with respect to all
settlements provided for therein, including but not limited to the
LBM Settlement and the resolution of the Compensation Motion
(collectively, the "Plan Settlements").
The Court ruled that the evidentiary record demonstrates that the
exit financing for Portfolio Co. (the "Exit Facility") is
reasonable and appropriate and sufficient to fully perform all of
the Debtors', Wind Down Debtors', Portfolio Co.'s, Wind Down
Trust's, and Litigation Trust's obligations under the Plan.
About GWG Holdings
Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH)
conducts its life insurance secondary market business through a
wholly-owned subsidiary, GWG Life, LLC, and GWG Life's wholly owned
subsidiaries.
GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy
protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20,
2022. In the petition filed by Murray Holland, president and chief
executive officer, GWG Holdings disclosed between $1 billion and
$10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Mayer Brown, LLP and Jackson Walker, LLP as
bankruptcy counsels; Tran Singh, LLP as special conflicts counsel;
FTI Consulting, Inc. as financial advisor; and PJT Partners, LP as
investment banker. Donlin Recano & Company is the Debtors' notice
and claims agent.
National Founders LP, a debtor-in-possession (DIP) lender, is
represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and
William E. Curtin, Esq., at Sidley Austin, LLP.
The U.S. Trustee for Region 7 appointed an official committee to
represent bondholders in the Debtors' cases. The committee tapped
Akin Gump Strauss Hauer & Feld, LLP and Porter Hedges, LLP as legal
counsels; Piper Sandler & Co. as investment banker; and
AlixPartners, LLP as financial advisor.
GWG HOLDINGS: Further Amends Bondholders-Backed Plan
----------------------------------------------------
GWG Holdings, Inc., et al., submitted a further Modified Second
Amended Joint Chapter 11 Plan, proposed by the Debtors, the
Official Committee of Bondholders, And L Bond Management, LLC as
co-proponents.
The Plan is supported by the Bondholder Committee and LBM. The
Plan, if consummated, will effectuate the terms of the Mediated
Settlement (as reflected in the Mediation Agreement).
The Plan is the result of extensive good-faith negotiations among
the Debtors and key parties in interest, including, but not limited
to, the Bondholder Committee, LBM, and the Ad Hoc Committee of
Broker/Dealers (the "AHC"), and members of the Independent
Committees. Further, the Debtors, the Independent Committees, the
Bondholder Committee, LBM, and AHC3 participated in arm's length
and good faith mediation, overseen by and under the guidance of the
Court-appointed judicial mediator, Judge David R. Jones.
Following multiple mediation sessions with the Mediator, the
Debtors, the Independent Committees, the Bondholder Committee, and
LBM executed the Mediation Settlement Term Sheet dated March 9,
2023. The Mediation Agreement set forth the general terms and
provisions of a chapter 11 liquidating plan that were ultimately
reflected in the filed version of the Plan.
The Debtors, the Independent Committees, the Bondholder Committee,
and LBM continued to mediate open plan issues through June 8, 2023,
including pursuant to the Court order, and have resolved the
primary open Plan issues. In addition to the Mediation Agreement,
the Debtors, the Investigations Committee, the Bondholder
Committee, L Bond Management and Beneficient resolved the
compensation motion, pursuant to the stipulation. As set forth in
the Compensation Stipulation, all of the aforementioned parties
agreed to increase to the compensation of independent committee
members Jeffrey S. Stein and Anthonty Horton in light of their
increased roles following the resignation of the Debtors’
previous management and board.
The Debtors own four main categories of assets: (a) economic
interests in The Beneficient Company Group, L.P. (now known as
Beneficient, a Nevada Corporation) ("BCG") and in its subsidiary
Beneficient Company Holdings, L.P. (“BCH” and, together with
BCG and their affiliates, "Beneficient"); (b) economic interests in
Foxo Technologies, Inc. ("Foxo"); (c) a portfolio of life insurance
policies purchased on the secondary market (the "Policy
Portfolio"); and (d) certain litigation claims, including claims
against Beneficient and related parties.
The Plan, as contemplated by the Mediation Agreement, provides for
the orderly wind-down of the Debtors and liquidation of the
Debtors’ assets through the creation of two separate trusts to
receive the foregoing assets and monetize such assets over time. On
the Effective Date, the first trust (the “Wind Down Trust”)
will be vested on the Effective Date with assets including cash,
the Debtors' interests in Beneficient and Foxo, and 100% of the
equity interests in a new entity that will created to hold the
Policy Portfolio, which assets will vest in the Wind Down Trust
free and clear of all liens, claims, encumbrances, and other
interests, including the liens of the Indenture Trustee, except
that the Policy Portfolio will be encumbered by liens securing exit
financing to be provided by the Debtors' existing DIP financing
lender. The second trust (the Litigation Trust) will be vested with
the "Retained Causes of Action" identified in the Plan Supplement,
as well as the Debtors’ interests in the D&O Liability Insurance
Policies and certain other assets. Under the Plan, the Wind Down
Trustee will distribute proceeds from both the Litigation Trust and
Wind Down Trust to certain of the Debtors' existing creditors and
equityholders in a manner consistent with the Plan.
The Special Committee was directly involved in negotiating,
analyzing, and assessing the terms and conditions of the Plan. The
Special Committee concluded that the Plan is in the best interests
of the Debtors' estates, maximizes the value of the Debtors'
assets, and represents the best available option for completing the
Chapter 11 Cases with the highest or maximum recovery for the
Debtors' creditors and other stakeholders.
Unsecured Claims
Under the Plan, holders of Class 4(a) General Unsecured Claims will
receive its pro rata share of the New Series B WDT Interests. The
New Series B WDT Interests may be redeemed at any time without
penalty at stated value and, pending any such redemption, shall be
entitled to Cash distributions, but only pursuant to the priority
of payment waterfalls. Class 4(a) is impaired.
Holders of Class 4(b) GUC Convenience Claims will receive, and the
option of the applicable Debtor, either: (i) payment in full in
Cash of the due and unpaid portion of its Allowed GUC Convenience
Claim on the later of (x) the Effective Date (or as soon thereafter
as reasonably practicable), or (y) as soon as practicable after the
date such Claim becomes due and payable; or (ii) such other
treatment rendering its Allowed GUC Convenience Claim Unimpaired.
Class 4(b) is unimpaired.
"GUC Convenience Claim" means an Allowed Claim in an amount greater
than $0.01 but less than or equal to $2,750.00, that would
otherwise qualify as a General Unsecured Claim; provided, that any
Holder of an Allowed General Unsecured Claim may elect to have such
Claim reduced to $2,750.00 and treated as an Allowed GUC
Convenience Claim for purposes of this Plan; provided, further,
that, notwithstanding the foregoing, the total GUC Convenience
Claims shall not exceed $150,000 in the aggregate.
Holders of Class 5 DLP Entity General Unsecured Claims will receive
payment in full in Cash. Class 5 is unimpaired.
Vida Exit Financing Facility
On the Effective Date, the Debtors (or the Wind Down Debtors, as
applicable) shall obtain a Financing Facility from an affiliate of
Vida Capital, the terms of which will be set forth in the Vida Exit
Financing Facility Documents.
The proceeds from the Vida Exit Financing the Vida Exit Facility
shall be used to refinance the Vida DIP Financing Facility.
Confirmation of this Plan shall be deemed approval of the Vida Exit
Financing Facility and the Vida Exit Financing Facility Documents,
as applicable, and all transactions contemplated thereby, and all
actions to be taken, undertakings to be made, and obligations to be
incurred by the Portfolio Co. in connection therewith, including
the payment of all fees, indemnities, expenses, and other payments
provided for therein and authorization of the Portfolio Co. to
enter into and execute the Vida Exit Financing Facility Documents
and such other documents as may be required to effectuate the
treatment afforded by the Vida Exit Financing Facility. The
proceeds from the Vida DIP Financing Facility and Vida Exit
Financing Facility, as applicable, shall be used to fund, among
other things, the Portfolio Proceeds Amount, the Initial Litigation
Trust Funding Amount, and the Wind Down Amount.
New WDT Interests
On the Effective Date, the Wind Down Trust shall issue the New WDT
Interests directly or indirectly to Holders of Claims and Interests
to the extent provided in this Plan as follows:
(a) New Series A1 WDT Interests: The Wind Down Trust shall issue
the New Series A1 WDT Interests in an amount equal to the
outstanding amount of the Allowed Class 3 Bond Claims (less any LBM
Subordinated Claims) after taking into consideration the Cash
payment(s) made on account of such Claims on the Effective Date in
connection with Article III.B.3 of this Plan. The New Series A1
WDT Interests shall be satisfied, redeemed, and cancelled in full
in accordance with the terms and provisions of the New WDT
Documents prior to any distributions on account of any subsequent
series of New WDT Interests. Any New Series A1 WDT Interests, if
any, issued to the Indenture Trustee on account of any outstanding
Indenture Fee and Expense Claims shall be expressly senior in all
respects to any New Series A1 WDT Interests issued to other Holders
on account of their respective Allowed Class 3 Bond Claims.
(b) New Series A2 WDT Interests: The Wind Down Trust shall issue
the New Series A2 WDT Interests in an amount equal to the aggregate
amount of Allowed LBM Subordinated Claims in Class 3. The New
Series A2 WDT Interests shall be satisfied, redeemed, and cancelled
in full in accordance with the terms and provisions of the New WDT
Documents prior to any distributions on account of any subsequent
series of New WDT Interests. The New Series A2 WDT Interests shall
not receive any distributions prior to the satisfaction,
redemption, and cancellation of the New Series A1 WDT Interests.
(c) New Series B WDT Interests: The Wind Down Trust shall issue
the New Series B WDT Interests in an amount equal to the aggregate
amount of Class 4(a) Allowed General Unsecured Claims. The New
Series B WDT Interests shall be satisfied, redeemed, and cancelled
in full in accordance with the terms and provisions of the New WDT
Documents prior to any distributions on account of any subsequent
series of New WDT Interests. The New Series B WDT Interests shall
not receive any distributions prior to the satisfaction,
redemption, and cancellation of the New Series A1 WDT Interests and
the New Series A2 WDT Interests.
(d) New Series C WDT Interests: The Wind Down Trust shall issue
New Series C WDT Interests in an amount equal to the aggregate
amount of Allowed Class 8 Series 1 Preferred Interests (based on
each Series 1 Preferred Interest having an initial stated value of
$1,000 per share). The New Series C WDT Interests shall receive
distributions on a pari passu basis with the New Series D WDT
Interests, and the New Series C WDT Interests shall be satisfied,
redeemed, and cancelled in full in accordance with the terms and
provisions of the New WDT Documents prior to any distributions on
account of the New Series E WDT Interests. The New Series C WDT
Interests shall not receive any distributions prior to the
satisfaction, redemption, and cancellation of the New Series A1 WDT
Interests, the New Series A2 WDT Interests, and the New Series B
WDT Interests.
(e) New Series D WDT Interests: The Wind Down Trust shall issue
the New Series D WDT Interests in an amount equal to the aggregate
amount of Allowed Class 9 Series 2 Preferred Interests (based on
each Series 2 Preferred Interest having an initial stated value of
$1,000 per share). The New Series D WDT Interests shall receive
distributions on a pari passu basis with the New Series C WDT
Interests, and the New Series D WDT Interests shall be satisfied,
redeemed, and cancelled in full in accordance with the terms and
provisions of the New WDT Documents prior to any distributions on
account of the New Series E WDT Interests. The New Series D WDT
Interests shall not receive any distributions prior to the
satisfaction, redemption and cancellation of the New Series A1 WDT
Interests, the New Series A2 WDT Interests, and the New Series B
WDT Interests.
(f) New Series E WDT Interests: The Wind Down Trust shall issue
the New Series E WDT Interests in a number equal to the aggregate
number of Allowed Class 10 Common Stock. Holders of New Series E
WDT Interests shall receive distributions as authorized by the Wind
Down Trustee; provided, that (a) holders of New Series E WDT
Interests shall not be entitled to receive any distributions until
all other series of New WDT Interests have been satisfied,
cancelled, and redeemed in accordance with the terms and provisions
of the New WDT Documents, and (b) nothing herein requires the Wind
Down Trustee to authorize any distributions to holders of New
Series E WDT Interests.
The issuance of the New WDT Interests shall be authorized without
the need for any further corporate action and without any further
action by any party. The terms of the New WDT Interests shall be
governed by the New WDT Documents, the terms of which shall be set
forth in the Plan Supplement.
Co-Counsel for the Debtors:
Kristhy M. Peguero, Esq.
Matthew D. Cavenaugh, Esq.
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
E-mail: kpeguero@jw.com
mcavenaugh@jw.com
Counsel for the Debtors:
Charles S. Kelley, Esq.
MAYER BROWN LLP
700 Louisiana Street, Suite 3400
Houston, TX 77002-2730
Telephone: (713) 238-3000
E-mail: ckelley@mayerbrown.com
- and -
Thomas S. Kiriakos, Esq.
Louis S. Chiappetta, Esq.
Jamie R. Netznik, Esq.
Lisa Holl Chang, Esq.
Joshua R. Gross, Esq.
Jade Edwards, Esq.
71 S. Wacker Drive
Chicago, IL 60606
Telephone: (312) 782-0600
E-mail: tkiriakos@mayerbrown.com
lchiappetta@mayerbrown.com
jnetznik@mayerbrown.com
lhollchang@mayerbrown.com
jgross@mayerbrown.com
jmedwards@mayerbrown.com
- and -
Adam C. Paul, Esq.
Lucy F. Kweskin, Esq.
Ashley Anglade, Esq.
1221 Avenue of the Americas
New York, NY 10020-1001
Telephone: (212) 506-2500
E-mail: apaul@mayerbrown.com
lkweskin@mayerbrown.com
aanglade@mayerbrown.com
A copy of the Disclosure Statement dated June 14, 2023, is
available at https://tinyurl.ph/CxtqH from PacerMonitor.com.
About GWG Holdings
Headquartered in Dallas Texas, GWG Holdings, Inc. (NASDAQ: GWGH)
conducts its life insurance secondary market business through a
wholly-owned subsidiary, GWG Life, LLC, and GWG Life's wholly owned
subsidiaries.
GWG Holdings Inc. and affiliates sought Chapter 11 bankruptcy
protection (Bankr. S.D. Texas Lead Case No. 22-90032) on April 20,
2022. In the petition filed by Murray Holland, president and chief
executive officer, GWG Holdings disclosed between $1 billion and
$10 billion in both assets and liabilities.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Mayer Brown, LLP and Jackson Walker, LLP as
bankruptcy counsels; Tran Singh, LLP as special conflicts counsel;
FTI Consulting, Inc. as financial advisor; and PJT Partners, LP as
investment banker. Donlin Recano & Company is the Debtors' notice
and claims agent.
National Founders LP, a debtor-in-possession (DIP) lender, is
represented by Michael Fishel, Esq., Matthew A. Clemente, Esq., and
William E. Curtin, Esq., at Sidley Austin, LLP.
The U.S. Trustee for Region 7 appointed an official committee to
represent bondholders in the Debtors' cases. The committee tapped
Akin Gump Strauss Hauer & Feld, LLP and Porter Hedges, LLP as legal
counsels; Piper Sandler & Co. as investment banker; and
AlixPartners, LLP as financial advisor.
HELIX GEN: Moody's Rates New $850MM Senior Secured Debt 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Helix Gen
Funding, LLC's proposed $850 million senior secured credit
facilities consisting of a $700 million senior secured term loan B
facility due December 2027 and a $150 million senior secured
revolving credit facility due September 2027. Concurrently, Moody's
affirmed the Ba3 rating assigned to Helix's existing term loan due
June 2024 (CUSIP: 42330EAB8) and revolving credit facility due
March 2024 (collectively, the "existing credit facilities"). The
rating outlook is stable.
Proceeds from the new term loan B and cash on balance sheet will be
used to repay Helix's existing term loan and revolver borrowings
and pay transaction related fees and expenses. Moody's intends to
withdraw the Ba3 rating on the existing credit facilities upon the
closing of Helix's new credit facilities.
RATINGS RATIONALE
The Ba3 rating considers an improved capacity pricing environment
and Helix's position as the largest energy asset within New York
City Zone J (Zone J). The rating, however, is limited by Helix's
reliance on revenue from the sale of capacity and the diminished
operating and competitive profile of Units 10-30, which achieved
commercial operations in the 1960's and are dispatched at single
digit capacity factors. All four units are highly competitive in
the capacity market.
Capacity prices for the summer 2023 capability period auction
cleared at $17.75/kW-month Zone J, up more than threefold from
$5.16/kW-month in the summer of 2022. Spot auction market prices
for May-2023 and June-2023 both cleared at $18.58/kW-month; the
July-2023 monthly auction cleared above $19/kw-month. The
substantial year-over-year increase in capacity price levels was
largely driven by the onset of stricter limits on NOx emissions
from simple-cycle combustion turbines that led to asset retirements
in Zone J. Moody's note that moderate changes to supply or demand
within Zone J can create large swings to capacity prices. Zone J
capacity prices are expected to remain elevated through at least
early 2026, allowing Helix to achieve strong financial performance
over the next several years and meaningful debt reduction.
Specifically, Moody's calculate Helix's key financial metrics
including project cash from operations (CFO) to adjusted debt and
debt service coverage ratio (DSCR) to average annually
approximately 20% and more than 2.5 times, respectively, during the
three-year period 2024-2026 leading to more than $260 million
reduction in the term loan balance. Combined, these financial
parameters suggest a strong positioning at the Ba3 rating level.
Starting in 2026, however, major transmission and offshore wind
generation projects are scheduled to come online, which may balance
the capacity loss driven by stringent NOx emission limits, and
consequently put downward pressure on capacity prices. On the
transmission side, the 339-mile Champlain Hudson Power Express
(CHPE) transmission line will have the capability to deliver 1,250
MW of summer only hydroelectric power generated by Hydro-Quebec to
New York City beginning the second half of 2026. On the generation
front, about nine GW of offshore wind power capacity is scheduled
to be installed by 2035. That said, building new electric
infrastructure in a highly congested area of the country poses
challenges and some delay from this schedule remain a possibility.
In light of the possibility of new capacity entrants to Zone J in
2026 and beyond, Moody's medium-term capacity pricing forecast
assumes a decline in pricing levels beginning late 2026. Assuming
capacity prices that are more in line with historical averages,
Moody's forecast suggests a material decline in Helix's financial
performance from the anticipated 2023-2025 levels and more moderate
future debt reduction to approximately $400 million of debt
outstanding at maturity.
OUTLOOK
The stable outlook is supported by an expectation that summer and
winter capacity prices will remain in excess of $15 kW-month and $7
kW-month, respectively, over the next 18 months leading to strong
financial metrics for the rating category.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded should there be indication that
capacity prices will not decline materially beginning in 2026
allowing Helix to generate project CFO to adjusted debt in excess
of 20% while continuing to meaningfully reduce debt.
The rating could be downgraded should Helix not be able to achieve
the level of debt reduction cited above and its ratio of project
CFO to adjusted debt is at 10% or less.
Helix owns the approximate 2,000 megawatt Ravenswood Generating
Station (Ravenswood) in New York City. The main generating plant
are three conventional boiler steam turbine units (Units 10-30)
totaling approximately 1,740 megawatts of generating capacity that
are typically dispatch during periods of peak power demand. Unit 40
is a 260 megawatt combined cycle unit that has operated at a high
capacity factor.
Helix is a majority owned subsidiary of Rise Light & Power, LLC.
The principal methodology used in these ratings was Power
Generation Projects Methodology published in January 2022.
HICKORY HILLZ: Seeks to Use $34,000 of Cash Collateral
------------------------------------------------------
Hickory Hillz BBQ, LLC asks the U.S. Bankruptcy Court for the
Southern District of Indiana, Indianapolis Division, for authority
to use cash collateral in accordance with the budget and provide
adequate protection.
The Debtor expects to use $34,000 of cash collateral in the interim
period of approximately 14 days. The Debtor urgently needs working
capital to continue its ordinary course business operations.
The Debtor began operations immediately before COVID-19 hit which
created issues with operating cash flow and when that proved
insufficient it turned to more volatile sources of operating cash
using internet lenders. Despite the fundamentally unmanageable cash
flow those credit facilities present, the Debtor has a core
operating profitability that will allow it to reorganize, and that
profitability is what drives its ability to leverage cash
collateral for the benefit of all of its creditors.
Prior to the bankruptcy filing date, the Debtor's liquidity needs
were met primarily through the daily operation of the business of
the Debtor and various financing options offered by trade vendors,
personal cash and internet lenders. The Debtor believes that Sysco
is the superior properly perfected secured creditor having an
interest in substantially all of its assets but further believes
additional creditors may claim an interest in cash collateral by
virtue of UCC-1 financing statements on file.
The Debtor believes the value of its cash collateral, which
comprises substantially all of the value of its assets, is greater
than the Sysco claim but less than the amount owed to the SBA so
that all subordinate creditors have no interest in cash collateral.
A copy of the order is available at https://urlcurt.com/u?l=4Nv0a7
from PacerMonitor.com.
About Hickory Hillz BBQ, LLC
Hickory Hillz BBQ, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02554) on June
14, 2023. In the petition signed by Chad Smock, president, the
Debtor disclosed up to $100,000 in assets and up to $1 million in
liabilities.
KC Cohen, Esq., at KC Cohen, Lawyer, PC, represents the Debtor as
legal counsel.
HIGHWATER GROUP: Cash Collateral Access Terminated
--------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Northern Division, entered an order terminating Highwater Group
LLC's authorization to use cash collateral.
The court said the Debtor will sequester any cash in its possession
or received after entry of the Order for the benefit of Creditor.
As previously reported by the Troubled Company Reporter, California
Coastal Rural Development Corp. asserted that the Debtor has
defaulted on the terms of the cash collateral order by failing to
provide a monthly profit and loss statement for its business
operations. The Debtor also is no longer operating its business
and therefore has no further need for the use of cash collateral.
In the most recent Updated Subchapter V Status Report filed on June
1, 2023, "[the] Debtor is shutting down its operations and is
considering liquidation." The Debtor's request for authorization to
use cash collateral was premised on the need "to pay the reasonable
expenses it incurs during ordinary course of its business."
A copy of the order is available at https://urlcurt.com/u?l=KmDZYi
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.
HUB DUB: Case Summary & 14 Unsecured Creditors
----------------------------------------------
Debtor: Hub Dub, Ltd.
3959 Bur Wood Drive
Suite 200
Waukegan, IL 60085
Business Description: Hub Dub is a full-service eCommerce brand
management & warehousing solution. The
Company offers its customers the importing,
warehousing, brand enforcement and
distribution of products through diverse
online global sales channels.
Chapter 11 Petition Date: June 20, 2023
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 23-08058
Judge: Hon. A. Benjamin Goldgar
Debtor's Counsel: Joel Schechter, Esq.
LAW OFFICES OF JOEL A. SCHECHTER
53 West Jackson Blvd
Suite 1522
Chicago, IL 60604
Tel: (312) 332-0267
Email: joelschechter1953@gmail.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Edward Levine as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ISWXGRQ/Hub_Dub_Ltd__ilnbke-23-08058__0001.0.pdf?mcid=tGE4TAMA
IDAHO ALLERGY: Court OKs Deal on Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Idaho Allergy, LLC to use cash
collateral on an interim basis in accordance with its agreement
with JP Morgan Chase N.A, through October 2023.
As previously reported by the Troubled Company Reporter, 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 guaranty is approximately $1.8
million.
The parties agreed Chase has an interest in all of the Debtor's
assets.
Chase consented 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 of the Replacement
Lien is limited to the amount (if any) that the cash collateral
diminishes post-petition because of the 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 Court order regarding interim and/or
final use of cash 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 order is available at https://urlcurt.com/u?l=JlmkEo
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.
INFINERA CORP: Repurchases Existing Notes, Issues Additional Notes
------------------------------------------------------------------
Infinera Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on June 16, 2023, it
consummated its previously announced, privately negotiated
transactions with certain qualified investors to (i) repurchase
$83.9 million in aggregate principal amount of its 2.125%
Convertible Senior Notes due 2024 and (ii) issue $100.0 million in
additional aggregate principal amount of its currently outstanding
3.75% Convertible Senior Notes due 2028 in a private placement made
pursuant to the exemption provided by Section 4(a)(2) of the
Securities Act of 1933. The Company relied on this exemption from
registration based in part on representations made by the
investors. Following the consummation of the repurchase of the
repurchased 2024 notes, approximately $18.7 million in aggregate
principal amount of the 2.125% Convertible Senior Notes due 2024
remain outstanding.
HudsonWest LLC acted as sole placement agent in connection with the
private placement of the additional notes.
The net proceeds from the sale of the additional notes, after
deducting the repurchase price for the repurchased 2024 notes and
estimated offering expenses and fees, was approximately $12.5
million. The Company intends to use the net proceeds from this
offering for general corporate purposes, including working capital
and to fund growth and potential strategic projects.
The additional notes were issued under an indenture dated as of
Aug. 8, 2022, by and between the Company and U.S. Bank Trust
Company, National Association, as trustee. The additional notes
will constitute a further issuance of, and form a single series
with, the Company's outstanding 3.75% Convertible Senior Notes due
2028 issued on Aug. 8, 2022 in the aggregate principal amount of
$373.75 million. The additional notes have substantially identical
terms to the existing notes (except that they will be issued with a
separate restricted CUSIP number) and will be fungible with the
existing notes for U.S. federal income tax purposes but will not
initially be fungible with the existing notes for U.S. securities
law purposes.
The notes are general, unsecured obligations of the Company, and
interest will be payable semiannually in arrears at a rate of 3.75%
per year. The notes will mature on Aug. 1, 2028, unless
repurchased, redeemed or converted prior to such date.
The current conversion rate of the notes is 147.1183 shares of the
Company's Common Stock, par value $0.001 per share, per $1,000
principal amount of notes (which is equivalent to an initial
conversion price of approximately $6.80 per share). The conversion
rate will be subject to adjustment upon the occurrence of certain
specified events but will not be adjusted for accrued and unpaid
interest. In addition, upon the occurrence of a make-whole
fundamental change (as defined in the Indenture) or a notice of
redemption, the Company will, in certain circumstances, increase
the conversion rate by a number of additional shares for a holder
that elects to convert its Notes in connection with such make-whole
fundamental change or notice of redemption.
Prior to the close of business on the business day immediately
preceding May 1, 2028, the notes will be convertible only under the
following circumstances: (1) during any fiscal quarter commencing
after the fiscal quarter ending on Sept. 24, 2022 (and only during
such fiscal quarter), if the last reported sale price of the Common
Stock for at least 20 trading days (whether or not consecutive)
during the 30 consecutive trading day period ending on the last
trading day of the immediately preceding fiscal quarter is greater
than or equal to 130% of the conversion price on each applicable
trading day; (2) during the five business day period after any five
consecutive trading day period in which, for each trading day of
that period, the trading price per $1,000 principal amount of notes
for such trading day was less than 98% of the product of the last
reported sale price of the Common Stock and the conversion rate on
each such trading day; (3) with respect to any note called for
redemption, at any time prior to the close of business on the
scheduled trading day immediately preceding the redemption date; or
(4) upon the occurrence of specified corporate events. On or after
May 1, 2028, until the close of business on the second scheduled
trading day immediately preceding the maturity date, holders of the
notes may convert all or a portion of their notes at any time,
regardless of the foregoing circumstances. Upon conversion, the
Company will pay cash up to the aggregate principal amount of the
notes being converted and cash, shares of Common Stock or any
combination thereof, at the Company's option, in respect of the
remainder, if any, of the conversion obligation in excess of the
aggregate principal amount of the notes being converted.
The Company may not redeem the notes prior to Aug. 5, 2025. The
Company may redeem for cash all or any part of the notes, at its
option, on or after Aug. 5, 2025, if the last reported sale price
of the Common Stock has been at least 130% of the conversion price
for the notes then in effect for at least 20 trading days (whether
or not consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which
the Company provides notice of redemption at a redemption price
equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest to, but excluding, the redemption
date. No sinking fund is provided for the notes.
Upon the occurrence of a fundamental change (as defined in the
Indenture) prior to the maturity date, holders may require the
Company to repurchase all or a portion of the notes for cash at a
price equal to 100% of the principal amount of the notes to be
repurchased, plus any accrued and unpaid interest to, but
excluding, the fundamental change repurchase date.
The following events are considered "events of default" with
respect to the notes, which may result in the acceleration of the
maturity of the notes:
(1) the Company defaults in any payment of interest on the notes
when due and payable and the default continues for a period of 30
days;
(2) the Company defaults in the payment of principal on the
notes when due and payable at the stated maturity, upon
redemptions, upon any required repurchase, upon declaration of
acceleration or otherwise;
(3) failure by the Company to comply with its obligation to
convert the notes in accordance with the Indenture upon exercise of
a holder's conversion right and such failure continues for a period
of five business days;
(4) failure by the Company to give a fundamental change notice
or notice of a specified corporate transaction when due with
respect to the notes;
(5) failure by the Company to comply with its obligations under
the Indenture with respect to consolidation, merger and sale of
assets of the Company;
(6) failure by the Company to comply with any of its other
agreements contained in the notes or the Indenture, for a period 60
days after written notice from the Trustee or the holders of at
least 25% in principal amount of the notes then outstanding has
been received;
(7) default by the Company or any of its significant
subsidiaries (as defined in the Indenture) with respect to any
mortgage, agreement or other instrument under which there may be
outstanding, or by which there may be secured or evidenced, any
indebtedness for money borrowed in excess of $25,000,000 (or its
foreign currency equivalent) in the aggregate of the Company and/or
any such subsidiary, whether such indebtedness now exists or shall
hereafter be created (i) resulting in such indebtedness becoming or
being declared due and payable or (ii) constituting a failure to
pay the principal of any such indebtedness when due and payable at
its stated maturity, upon required repurchase, upon declaration of
acceleration or otherwise, and, in the case of clauses (i) and
(ii), such default is not cured or waived, such acceleration is not
rescinded or such indebtedness is not paid or discharged, as the
case may be, within 30 days after notice to the Company by the
Trustee or to the Company and the Trustee by holders of at least
25% in aggregate principal amount of notes then outstanding in
accordance with the Indenture; and
(8) certain events of bankruptcy, insolvency or reorganization
of the Company or any of its significant subsidiaries (as defined
in the Indenture).
If such an event of default, other than an event of default
described in clause (8) above with respect to the Company, occurs
and is continuing, the Trustee by notice to the Company, or the
holders of at least 25% in principal amount of the outstanding
notes by notice to the Company and the Trustee, may, and the
Trustee at the request of such holders shall, declare 100% of the
principal of, and accrued and unpaid interest, if any, on, all the
notes to be due and payable. In case of certain events of
bankruptcy, insolvency or reorganization involving the Company,
100% of the principal of, and accrued and unpaid interest on, the
notes will automatically become due and payable.
Upon such a declaration of acceleration, such principal and accrued
and unpaid interest on the notes, if any, will be due and payable
immediately.
Registration Rights Agreement
In connection with the issuance of the additional notes, the
Company entered into a Registration Rights Agreement dated as of
June 16, 2023 for the benefit of the holders of the additional
notes. Under the Registration Rights Agreement, the Company has
agreed to, among other things, use its reasonable efforts to cause
to become effective a registration statement relating to the offer
and resale of the additional notes, and the shares of Common Stock
into which the additional notes are convertible, by no later than
Aug. 23, 2023. The Company has also agreed to use its commercially
reasonable efforts to keep the shelf registration statement
continuously effective, subject to certain exceptions, until the
earliest of (1) one year from the last date of original issuance of
the additional notes, (2) the date when all registrable securities
shall have been registered under the Securities Act and disposed
of, (3) the date on which all registrable securities held by
non-affiliates are eligible to be sold to the public pursuant to
Rule 144 under the Securities Act, and (4) the date on which the
registrable securities cease to be outstanding. Additional
interest will accrue on the additional notes if the shelf
registration statement has not become effective by the Registration
Deadline, or if after the shelf registration statement has become
effective, such shelf registration statement ceases to be effective
(without being succeeded immediately by an effective replacement
shelf registration statement), or the shelf registration statement
or prospectus contained therein ceases to be usable in connection
with the resales of additional notes and any common stock issuable
upon the conversion of the additional notes, in accordance with and
during the periods specified in the registration rights agreement.
About Infinera Corp.
Headquartered in Sunnyvale, Calif., Infinera Corp. --
www.infinera.com -- is a semiconductor manufacturer and global
supplier of networking solutions comprised of networking equipment,
optical semiconductors, software and services. The Company's
portfolio of solutions includes optical transport platforms,
converged packet-optical transport platforms, compact modular
platforms, optical line systems, coherent optical engines and
subsystems, a suite of networking and automation software
offerings, and support and professional services.
Infinera Corporation reported a net loss of $76.04 million for the
year ended Dec. 31, 2022, a net loss of $170.78 million for the
year ended Dec. 25, 2021, a net loss of $206.72 million for the
year ended Dec. 26, 2020, and a net loss of $386.62 million for the
year ended Dec. 28, 2019.
INSPIREMD INC: Craig Shore Has 8% Stake as of June 8
----------------------------------------------------
Craig Shore disclosed in a Schedule 13D filed with the Securities
and Exchange Commission that as of June 8, 2023, he beneficially
owned 1,700,159 shares of common stock of InspireMD, Inc.,
representing 8.01 percent based upon 21,192,204 Shares issued and
outstanding as of the reporting date, which amount was provided to
the Reporting Person by the Issuer.
On May 17, 2023, Mr. Shore received a grant of 522,580 restricted
Shares and option to purchase 174,190 Shares pursuant to the 2021
Plan. The restricted Shares and options may not be transferred or
exercised, respectively, until they have vested. The restricted
Shares and options vest in three equal installments, with 1/3
vesting on each of May 17, 2024, May 17, 2025 and May 17, 2026,
subject to the Reporting Person's continued service. The Reporting
Person owns other Shares and option to purchase Shares that have
been granted to the Reporting Person pursuant to the Plans. Those
Shares are not subject to the Proxy Agreements and the Reporting
Person has the sole power to vote and dispose of those Shares. The
Reporting Person did not pay any cash consideration for the
restricted Shares option to purchase Shares or other grants
pursuant to the Plans.
Mr. Shore is serving as the chief financial officer, chief
administrative officer, secretary and treasurer of the Issuer.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1433607/000149315223021668/formsc13d.htm
About InspireMD
Headquartered in Tel Aviv, Israel, InspireMD, Inc. --
http://www.inspiremd.com-- is a medical device company focusing
on
the development and commercialization of its proprietary MicroNet
stent platform technology for the treatment of complex vascular and
coronary disease. A stent is an expandable "scaffold-like" device,
usually constructed of a metallic material, that is inserted into
an artery to expand the inside passage and improve blood flow. Its
MicroNet, a micron mesh sleeve, is wrapped over a stent to provide
embolic protection in stenting procedures.
InspireMD reported a net loss of $18.49 million for the year ended
Dec. 31, 2022, compared to a net loss of $14.92 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$24.65 million in total assets, $7.26 million in total liabilities,
and $17.39 million in total equity.
Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has suffered
recurring losses from operations and cash outflows from operating
activities that raise substantial doubt about its ability to
continue as a going concern.
JEFFERSON LA BREA: Court OKs Cash Collateral Access Thru Oct 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Jefferson La Brea D&J Properties
LLC to use cash collateral on a final basis in accordance with the
budget, with a 20% variance, through October 31, 2023.
As previously reported by the Troubled Company Reporter, the cash
collateral consists of rents collected by the Debtor from leasing a
commercial property located at 5112-5118 W. Jefferson Blvd., and
3409-3421 S. La Brea Avenue, in Los Angeles. The entities that have
recorded deeds of trust on the Real Property and may assert a
security interest in the rents are Mega Bank, JBM Family Trust, and
Tony Lewis.
The Debtor requires the use of cash collateral for the operating
expenses of the Real Property and other administrative expenses of
the Debtor. The Debtor is informed the Real Property is worth
approximately $12 million.
The Court said each secured creditor of record will receive, as
adequate protection, a replacement lien on postpetition collateral
for any diminution in the secured creditor's collateral as of the
Petition Date arising from the Debtor's use of such collateral but
only to the same extent, priority, applicability and validity as
the prepetition lien held by the secured creditor.
A copy of the order is available at https://urlcurt.com/u?l=S18Pg2
from PacerMonitor.com.
About Jefferson La Brea D&J Properties LLC
Jefferson La Brea D&J Properties LLC leases a commercial property
located at 5112-5118 W. Jefferson Blvd., and 3409-3421 S. La Brea
Avenue, in Los Angeles.
Jefferson La Brea D&J Properties LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
22-14481) on August 17, 2022. The Debtor considers itself a Single
Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)).
In the petition filed by Jason E. Upchurch, as manager, the Debtor
estimated assets between $10 million and $50 million and estimated
liabilities between $1 million and $10 million.
Judge Vincent P. Zurzolo oversees the case.
The Debtor is represented by David B. Shemano, Esq., at
ShemanoLaw.
KIDDE-FENWAL INC: Taps Morris Nichols Arsht & Tunnell as Co-Counsel
-------------------------------------------------------------------
Kidde-Fenwal Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Morris, Nichols, Arsht & Tunnell,
LLP as co-counsel with Sullivan & Cromwell, LLP.
The firm's services include:
a. providing the Debtor with legal advice, representing the
Debtor, and preparing necessary documents in the areas of
restructuring and bankruptcy;
b. taking all necessary actions to protect and preserve the
Debtor's estate during its Chapter 11 case, including the
prosecution of actions by the Debtor, the defense of any actions
commenced against the Debtor, negotiations concerning litigation in
which the Debtor is involved, and objecting to claims filed against
the estate;
c. preparing legal papers;
d. advising the Debtor with regard to its rights and
obligations;
e. coordinating with other bankruptcy professionals in
representing the Debtor in the Chapter 11 case; and
f. other necessary legal services.
The firm will charge these hourly fees:
Partners $825 - 1,595
Associates and Special Counsel $505 - 915
Paraprofessionals $375 - 395
Case Clerks $195
Morris holds a retainer in the sum of $300,303.35.
In accordance with Appendix B-Guidelines for reviewing applications
for compensation and reimbursement of expenses filed by attorneys
in larger Chapter 11 cases, Morris Nichols disclosed that:
-- the firm did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
-- no professional at the firm varied his rate based on the
geographic location of the bankruptcy case;
-- for work performed for the Debtor in 2023, Morris' hourly
rates are as follows:
Partners $825 - 1,595
Associates and Special Counsel $505 - 915
Paraprofessionals $375 - 395
Case Clerks $195
-- the firm and the Debtor are working on a budget and
staffing plan for the Chapter 11 case.
Derek Abbott, Esq., a partner at Morris, disclosed in a court
filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Derek C. Abbott, Esq.
Andrew R. Remming, Esq.
Daniel B. Butz, Esq.
Tamara K. Mann, Esq.
Scott D. Jones, Esq.
Morris, Nichols, Arsht & Tunnell, LLP
1201 Market Street, 16th Floor
Wilmington, DE 19801
Telephone: (302) 658-9200
Facsimile: (302) 658-3989
Email: dabbott@morrisnichols.com
aremming@morrisnichols.com
dbutz@morrisnichols.com
tmann@morrisnichols.com
sjones@morrisnichols.com
About Kidde-Fenwal
Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures
fire protection systems. It offers products such as fire control
systems, explosion aircraft protection, laser-based smoke detection
devices, electronic gas ignitions, and fire suppressions.
Kidde-Fenwal markets its products to mining, manufacturing,
education, and commercial sectors.
Kidde-Fenwal sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the
petition filed by its chief transformation officer, James
Mesterharm, the Debtor reported assets between $100 million and
$500 million and estimated liabilities between $1 billion and $10
billion.
The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht
& Tunnell, LLP as legal counsels; and Guggenheim Securities, LLC as
investment banker. Stretto, Inc. is the claims and noticing agent
and administrative advisor.
KOVA 521 LLC: July 10 Assets Sale After Loan Default
----------------------------------------------------
Newmark on behalf of 541 W 21 SME LLC ("secured party") will offer
for sale at public auction 100% of the limited liability company
interests held by 541 W 21 SME LLC in Kova 521 LLC ("pledged
entity"), as set forth in the membership pledge and security
agreement made as of Nov. 19, 2021, together with certain rights
and property representing, relating to, or arising from the
membership interests ("collateral").
The sale will take place on July 10, 2023, at 9:30 a.m. Eastern
Time by Matthew D. Mannion and William Mannion of Mannion Auctions
LLC. The sale will be conducted virtually online video conference
and in person at the offices of Duane Morris LLP, 1540 Broadway,
New York, New York 10036. The URL address and password will be
provided to all registered participants.
Based upon information provided by Gold Mezz LLC ("borrower"), it
is the understanding of secured party that (i) the membership
interests constitute the principal asset of borrower, (ii) pledged
entity owns the limited liability company interests in ERBO
Properties LLC ("mortgage borrower"), (iii) mortgage borrower owns
a commercial building located at 541 West 21st Street, New York,
New York ("property"), and (iv) borrower is debtor under a
mezzanine loan in the original principal amount of $4,750,000
("mezzanine loan"), which is in default.
Any interested bidders must contact John Daniels at (312) 224-3260
or john.daniels@nmrk.com no less than hours prior to the auction in
order to receive instructions on how to register as a qualified
bidder and how to place the required deposit. Only qualified
bidders who fund the required deposit will be entitle to bid at the
sale.
LEGACY CARES: Court OKs $9MM DIP Loan From UMB Bank
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona authorized
Legacy Cares, Inc. to use cash collateral and obtain postpetition
financing, on a final basis.
Legacy Cares obtained authority to enter into a
debtor-in-possession financing in the amount of up to $9 million
with UMB Bank, N.A., as trustee. About $1.6 million was made
available upon emergency financing approval.
The DIP Facility will mature on the earlier of (a) September 30,
2023, (b) the closing date of any restructuring or sale of
substantially all of Cares' assets pursuant to an order entered by
the Bankruptcy Court, and (c) the confirmation of a plan of
reorganization or liquidation for the Debtor in the Chapter 11
Case, subject to acceleration in the event of default.
Cares is obligated to UMB as trustee for certain holders of
municipal bonds issued to fund the development of the Legacy Park
sports park facility and entertainment complex. As of the Petition
Date, the Debtor owes the bondholders $310.3 million. These
obligations, in turn, are secured by a perfected, first-position
lien on (a) Cares' leasehold interest under its Ground Lease with
Pacific Proving; (b) the structures and other improvements at the
Park; (c) the revenues generated by the Park; and (d) Cares'
personal property.
Pursuant to the Indenture of Trust, dated as of August 1, 2020, by
and between the Arizona Industrial Development Authority and UMB
Bank, N.A., as trustee, the IDA issued Economic Development Revenue
Bonds Tax-Exempt Series 2020A, Economic Development Revenue Bonds,
Taxable Series 2020B, and Economic Development Revenue Bonds,
Tax-Exempt Turbo Redemption Series 2020C, to make a loan to Cares
to finance the cost of the acquisition, construction, improvement
or equipping of the Park.
The Debtor is in default under the Prepetition Credit Agreements.
The Trustee's records document that the aggregate of the Debtor's
obligations under the Loan Agreement is approximately $301
million.
Prior to the Petition Date the Trustee has provided advances to or
for the benefit of Debtor from funds held pursuant to the Indenture
in the approximate amount of $9.260 million.
The Court held that, to secure the obligations evidenced by the DIP
Credit Facility on a final basis, UMB is granted continuing, valid,
binding, enforceable, non-avoidable and automatically and properly
perfected postpetition security interests and liens on (i) all
property of the estate with the same priority as UMB's liens had on
the Petition Date, and (ii) junior liens on all property of the
estate, and (iii) senior liens on all property of the estate that
was unencumbered on the Petition Date.
To adequately protect UMB with respect to the Debtor's use of cash
collateral, all liens of UMB will attach to collateral acquired by
Debtor after the bankruptcy filing to the extent that, and in the
priority of, UMB's liens on the Petition Date.
A copy of the order is available at https://urlcurt.com/u?l=8LGGcX
from Epiq Corporate Restructuring, LLC, the claims agent.
About Legacy Cares
Legacy Cares, Inc. is a 501c3 non-profit organization dedicated to
providing athletes and non-athletes of all ages, economic
backgrounds and levels of athletic proficiency the opportunity to
participate in sports and e-sports while fostering the enjoyment
and camaraderie of teamwork and perseverance, key components in
athletic competition and lifetime success. The organization is
based in Mesa, Ariz.
Legacy Cares sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023,
with $242,329,104 in assets and $366,719,676 in liabilities.
Douglas Moss, president of Legacy Cares, signed the petition.
Judge Daniel P. Collins oversees the case.
The Debtor tapped Henk Taylor, Esq., at Warner Angle Hallam Jackson
Formanek, PLC as bankruptcy counsel; Papetti Samuels Weiss
McKirgan, LLP and Slania Law, PLLC as special counsels; and Miller
Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co.,
Inc., as investment banker. Epiq Corporate Restructuring, LLC is
the noticing, claims and balloting agent.
The U.S. Trustee for Region 14 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Pachulski Stang Ziehl & Jones, LLP and AlixPartners, LLP serve as
the committee's legal counsel and financial advisor, respectively.
LUCIRA HEALTH: Files Payout Plan After Sale to Pfizer
-----------------------------------------------------
Lucira Health, Inc., submitted a Chapter 11 Plan of Liquidation and
a Disclosure Statement.
The Debtor's marketing process for its assets continued
postpetition. The Debtor received two timely written offers for
substantially all of the assets, and one written offer for a subset
of the assets. After consultation, the Debtor determined that only
the two written offers for substantially all of the Assets were
qualified bids. The qualified bids were submitted by Pfizer Inc.
and Pearsanta, Inc.
The auction commenced at 10:00 a.m. (prevailing Eastern Time) on
April 6, 2023. Following two rounds of bidding, Pfizer was
determined to have submitted the best bid.
Sale objections were filed by Pearsanta and equity holders Seraph
and Jacob Erwin.
On April 13, 2023, the Court held sale hearing to consider approval
of the Debtor's sale of the Assets to Pfizer and the objections by
Pearsanta, Seraph, and Mr. Erwin. At the Sale Hearing, Mr. Nerland,
the Debtor's financial advisor from Armanino, provided testimony in
support of the Debtor's selection of Pfizer as the successful
bidder and the Debtor's determination that Pearsanta had not
provided sufficient evidence of the ability to close on a sale of
the Assets in the amount of the topping Bid that Pearsanta
submitted at the Auction. At the Sale Hearing, counsel to Pearsanta
requested the opportunity to provide evidence of Pearsanta's
ability to close. The Court granted Pearsanta's request and
adjourned the Sale Hearing to April 14, 2023.
On April 14, 2023, the sale hearing resumed and the Court heard
testimony from the CEO of Pearsanta's parent company on Pearsanta's
ability to close on a sale of the Assets in the amount of the
Pearsanta Bid. Following testimony, the Court reopened the
Auction, designated the Pearsanta Bid as the starting bid, and
invited Pfizer to submit a topping bid. Following two rounds of
further bidding on the record at the Sale Hearing, the Debtor
selected, in the exercise of its business judgment and in
consultation with the Consultation Parties, Pfizer as the
successful bidder for the Assets at a purchase price of
approximately $36.4 million, and the Court approved the sale of the
Assets to Pfizer, including the Debtor's entry into the APA.
The APA, provides for, among other things, the following
consideration:
(i) a cash payment equal to $5,000,000; plus
(ii) the payment of Cure costs in respect of the contracts
assigned to Pfizer (the "Assigned Contracts") set forth on Schedule
1.1(e) to the APA, other than Cure costs for certain of the
Debtor's contracts with Jabil Inc. and Jabil Circuit (Shanghai) Co.
Ltd. (the "Jabil Contracts"), which were paid by Pfizer pursuant to
the paragraph below; plus
(iii) an additional cash payment of $7,000,000 less the aggregate
amount of paid Cure costs associated with (x) the Jabil Contracts
in the fixed amount of $6,500,000 and (y) any additional contracts
(the "Transition Contracts") to be assumed and assigned to Pfizer
as designated by Pfizer within 60 days of the closing of the Sale;
plus
(iv) an additional cash payment of $10,400,000 less the aggregate
amount of Cure costs paid, satisfied, or resolved by Pfizer
(provided, however, if a lesser amount were agreed to, the
remaining amount of any claim were to be waived and not treated as
an unsecured claim against the Debtor's estate) in connection with
(x) any Transition Contracts which were assumed and assigned to
Pfizer as designated by Pfizer (and without duplication to any
additional Transition Contracts), and (y) any other additional
contracts (excluding Assigned Contracts and Transition Contracts)
which were designated by Pfizer and assumed and assigned to Pfizer.
The Debtor and Pfizer closed the Sale pursuant to the APA on April
20, 2023.
Following the closing, Jabil Circuit (Shanghai) Co. Ltd. and Nypro
DR, LLC, claimants and contract counterparties under certain
prepetition contracts with the Debtor, withdrew their respective
General Unsecured Claims filed against the Debtor that had asserted
General Unsecured Claims in the aggregate amount of approximately
$51.1 million.
Under the Plan Class 3 General Unsecured Claims, on the Effective
Date, or as soon as reasonably practicable thereafter, except to
the extent that a Holder of an Allowed General Unsecured Claim and
the Debtor or the Liquidating Trustee, as applicable, agree to less
favorable treatment for such Holder, each Holder thereof will
receive its pro rata right to recovery from the Liquidating Trust.
Class 3 is impaired.
As of the Petition Date, the Debtor's estimated outstanding
unsecured indebtedness, including trade payables, was approximately
$65 million.
Co-Counsel for the Debtor:
Sean M. Beach, Esq.
Ashley E. Jacobs, Esq.
Joshua B. Brooks, Esq.
Timothy R. Powell, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 N. King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
E-mails: sbeach@ycst.com
ajacobs@ycst.com
jbrooks@ycst.com
tpowell@ycst.com
- and -
Robert L. Eisenbach III, Esq.
COOLEY LLP
3 Embarcadero Center, 20th Floor
San Francisco, CA 94111-4004
Telephone: (415) 693-2000
E-mail: reisenbach@cooley.com
- and -
Cullen D. Speckhart, Esq.
Olya Antle, Esq.
Jeremiah P. Ledwidge, Esq.
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004-2400
Telephone: (202) 842-7800
E-mails: cspeckhart@cooley.com
oantle@cooley.com
jledwidge@cooley.com
A copy of the Disclosure Statement dated June 7, 2023, is available
at bit.ly/3oT9jr7 from PacerMonitor.com.
About Lucira Health
Founded in 2013, Lucira is a medical technology company focused on
the development and commercialization of transformative and
innovative infectious disease test kits.
Lucira Health filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on
Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets
of $145,897,301 and total debt of $84,720,814.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as legal counsels; Armanino, LLP as financial advisor; and
Donlin, Recano & Company, Inc. as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Brya Michele Keilson,
Esq.
LUCIRA HEALTH: Seeks Approval of Disclosures on Interim Basis
-------------------------------------------------------------
Lucira Health, Inc., filed a Motion for entry of an order approving
the Disclosure Statement on an interim basis, establishing
solicitation and tabulation procedures, approving the form of
ballot and solicitation materials, establishing the voting record
date, fixing the date, time, and place for the combined hearing and
the deadline for filing objections and granting related relief. In
further support of this Motion, the Debtor respectfully states as
follows:
A hearing on the Motion is scheduled for June 28, 2023, at 10:30 AM
at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4,
Wilmington, Delaware. Objections are due by June 21, 2023.
As discussed in the First Day Declaration, prior to the Petition
Date, the Debtor engaged Armanino LLP as a consultant to identify
potential purchasers of the Debtor's business and assist with a
process to sell all or substantially all of the Debtor's assets
(the "Sale"). In furtherance of the Sale process, on February 22,
2023, the Debtor filed a motion seeking entry of an order
approving, among other things, bidding procedures in connection
with the Sale of the Debtor's assets.
On March 27, 2023, the Court entered an order approving the bidding
procedures, and the Debtor conducted a postpetition marketing
process in accordance with the bidding procedures.
On April 6, 2023, the Debtor held an auction (the "Auction"), which
was continued in open court on April 14, 2023. At the conclusion of
the Auction, Pfizer Inc. was designated as the successful bidder.
On April 19, 2023, the Bankruptcy Court entered an order
authorizing and approving the sale to Pfizer. The sale closed on
April 20, 2023.
Concurrently with the Motion, the Debtor filed the Disclosure
Statement and the Plan. The Plan provides for, among other things:
(i) the appointment of a Liquidating Trustee that will, among other
things, administer and liquidate all assets, object to and settle
Claims, and prosecute Retained Causes of Action; (ii) the
cancellation of all Interests in the Debtor; (iii) the Debtor's
release of claims and Causes of Action against certain specified
parties; (iv) the release of claims and Causes of Action against
certain specified third parties by certain Holders of Claims; and
(v) the dissolution of the Debtor.
The key dates proposed to be established by the Proposed
Solicitation Procedures Order, subject to the Court's availability,
is set forth below:
* June 28, 2023 as the record date for purposes of determining
which holders of Claims are entitled to receive a Ballot to vote to
accept or reject the Plan.
* No later than July 13, 2023 at 4:00 p.m. (prevailing Eastern
Time) as the deadline for a creditor to file a motion for an order
temporarily allowing its claim in a different amount or
classification for purposes of voting to accept or reject the
Disclosure Statement and the Plan,
* No later than 4:00 p.m. (prevailing Eastern Time) on August
11, 2023, as the deadline to submit ballots.
* No later than 4:00 p.m. (prevailing Eastern Time) on August
11, 2023 as the deadline for objections to confirmation of the Plan
or final approval of the adequacy of the disclosures contained in
the Disclosure Statement.
* August 23, 2023, at 10:30 a.m. (prevailing Eastern Time) as
the combined hearing to consider confirmation of the Plan, and
final approval of the adequacy of the disclosures in the Disclosure
Statement.
Co-Counsel for the Debtor:
Sean M. Beach, Esq.
Ashley E. Jacobs, Esq.
Joshua B. Brooks, Esq.
Timothy R. Powell, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 N. King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
E-mails: sbeach@ycst.com
ajacobs@ycst.com
jbrooks@ycst.com
tpowell@ycst.com
- and -
Robert L. Eisenbach III, Esq.
COOLEY LLP
3 Embarcadero Center, 20th Floor
San Francisco, CA 94111-4004
Telephone: (415) 693-2000
E-mail: reisenbach@cooley.com
- and -
Cullen D. Speckhart, Esq.
Olya Antle, Esq.
Jeremiah P. Ledwidge, Esq.
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004-2400
Telephone: (202) 842-7800
E-mails: cspeckhart@cooley.com
oantle@cooley.com
jledwidge@cooley.com
About Lucira Health
Founded in 2013, Lucira is a medical technology company focused on
the development and commercialization of transformative and
innovative infectious disease test kits.
Lucira Health filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on
Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets
of $145,897,301 and total debt of $84,720,814.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as legal counsels; Armanino, LLP as financial advisor; and
Donlin, Recano & Company, Inc. as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Brya Michele Keilson,
Esq.
MONOGRAM FOOD: Moody's Lowers CFR to 'B3', Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Monogram Food Solutions, LLC's
Corporate Family Rating to B3 from B2 and Probability of Default
Rating to B3-PD from B2-PD. In addition, Moody's also downgraded
Monogram's senior secured first lien revolving credit facility and
senior secured first lien term loan ratings to B3 from B2. The
outlook is stable.
The downgrade reflects Moody's expectation that Monogram's debt to
EBITDA (on a Moody's adjusted basis) will remain above 7x in the
next 12 to 18 months despite projected improvement in earnings
related to capacity expansion and improved supply chain execution.
The downgrade also reflects Moody's expectation that Monogram's
free cash flow will remain meaningfully negative in the next 12 to
18 months as management invests in building out its manufacturing
capacity, earnings remain below levels expected at the time of 2021
leverage buyout, and the company absorbs higher cash interest
costs. Considering the company's negative free cash flow,
management has financed its manufacturing capacity growth through
equipment financing and a sale lease back transaction in December
2022. These factors combined with weak fiscal 2022 EBITDA caused
Moody's adjusted debt to EBITDA to increase to 8.8x on a last 12
month basis as of April 1, 2023. Moody's anticipates that the
company will deplete cash and begin to utilize the revolver to fund
the cash flow deficits.
Moody's believes Monogram's revenues and EBITDA should grow in the
next 12 to 18 months as current expansion projects come on-line,
and the company implements strategies to counteract headwinds such
as inflation, labor cost increases, and supply chain
inefficiencies. The company is implementing price hikes to
counteract higher costs including wage increases that has improved
staffing levels and plant performance. The company is nevertheless
still experiencing weak operating results in its Snacking Division.
High beef prices caused a decline in consumer demand for beef
jerky, which is a large contributor to Monogram's Snacking
Division's EBITDA. As a result of these factors, Moody's believes
Monogram's debt to EBITDA will decline but remain above 7x in the
next 12 to 18 months.
The following ratings/assessments are affected by the action:
Downgrades:
Issuer: Monogram Food Solutions, LLC
- Corporate Family Rating, Downgraded to B3 from B2
- Probability of Default Rating, Downgraded to B3-PD from B2-PD
- Senior Secured 1st Lien Term Loan B, Downgraded to B3 from B2
- Senior Secured 1st Lien Revolving Credit Facility,
Downgraded to B3 from B2
Outlook Actions:
Issuer: Monogram Food Solutions, LLC
- Outlook, Changed to Stable from Negative
RATINGS RATIONALE
Monogram's B3 CFR reflects its high financial leverage, small scale
relative to other larger and well capitalized peers, customer
concentration, lower profitability compared with branded
manufacturers, and negative free cash flow as the company invests
in plant expansion projects, attempts to overcome supply chain and
operating challenges, and absorbs higher interest costs. Revenue
has grown meaningfully since the August 2021 leveraged buyout due
to new business wins and price increases, but EBITDA is lower and
free cash flow has been consistently negative. The rating also
reflects event risk associated with additional leveraging
investments and potential for shareholder distributions given the
company's investment firm ownership, though Moody's does not
expected dividends to be paid over the next 12-18 months given the
company's current focus on re-investment in its business. At the
same time, the rating incorporates Monogram's good channel
diversification, the relative stability of the package food sector,
the increasing trends by branded companies towards third party
manufacturers and growth in private label brands. Additionally, the
company benefits from established customer relationships and its
ability to pass through commodity cost fluctuations on the majority
of their contracts.
Moody's expects Monogram to operate with adequate liquidity based
on $21 million in cash as of April 1, 2023 and full availability
under the $100 million first lien revolver due August 2026. The
company will likely deplete the cash, utilize sale leaseback
proceeds, and begin drawing on the revolver to fund the projected
free cash flow deficit, which is likely to be in a -$60 to -$70
million range in 2023 with a moderation to -$5 to -$10 million in
2024. There are no meaningful maturities through 2025 aside from
approximately $4.35 million of required annual term loan B
amortization and approximately $5 million of required annual debt
amortization for the unsecured seller notes that were part of
Monogram's financing for its acquisition of Quality Food
Processors, LLC in 2021.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects that the company's adequate liquidity
provides some flexibility to fund growth investments including
capacity expansion, as well as execute plans to improve factory
performance that was hampered by supply chain issues and high
staffing turnover. This should allow the company to grow EBITDA and
reduce leverage.
Ratings could be upgraded if the company improves operating
performance, generates sustained and comfortably positive free cash
flow, and reduces financial leverage such that debt to EBITDA is
sustained below 6x. Monogram would also need to maintain EBITDA
less capital spending-to-interest of at least 1.2x to be considered
for an upgrade.
Ratings could be downgraded if operating performance does not
improve, financial policy turns more aggressive, or liquidity
deteriorates. Ratings could also be downgraded if EBITDA less
capital spending-to-interest remains below 1.0x, or the company
does not generate positive free cash flow.
Monogram's CIS-4 credit impact score indicates the company's rating
is lower than it would have been if ESG exposure did not exist.
Governance risk is the primary driver as a result of an aggressive
financial policy and concentrated control under private equity
ownership (PPC Investment Partners LP), including high leverage and
debt financed acquisitions. PPC Investment Partners LP has the
largest ownership position and is an investment firm owned by the
Pritzker family. Concentrated decision making under private equity
ownership also creates the potential for event risk and decisions
that favor shareholders over creditors.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
Headquartered in Memphis, Tennessee and founded in 2004 initially
with assets from Sara Lee, Monogram Food Solutions, LLC is a
manufacturer and marketer of meat products, snacks and appetizers
including corn dogs, protein snacks, sandwiches, and bacon.
Monogram operates 13 manufacturing facilities across 7 states and
has around 3,700 employees nationwide. PPC Investment Partners LP
led a leveraged buyout of the company in August 2021. The
investment firm has the largest ownership position, with the
remainder of the company owned by other new investors, management
and other rollover investors. Monogram generates annual sales of
approximately $1 billion as of the 12 months ending April 1, 2023.
MOXI ENTERPRISES: Court OKs Cash Collateral Access Thru July 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, authorized Moxi Enterprises, LLC, f/d/b/a Moxi Holdings
Group, LLC to use cash collateral on an interim basis pending a
further hearing set for July 20, 2023 at 10:30 a.m.
The Debtor is permitted to use cash collateral to fund its
operating expenses and the costs of administering the Chapter 11
case in accordance with the budget, with a 10% variance.
The Debtor's primary secured creditor is Bank of Tampa in
connection with a line of credit with a principal balance of $2.5
million. The Debtor and its affiliates, Prius Healthcare USA, LLC
and Comfort Care Holdings, LLC, are the borrowers of the LOC and
the amount that is attributable to the Debtor is approximately
$302,844. BOT filed a UCC financing statement asserting a security
interest in, among other things, all inventory, equipment, accounts
and accounts receivable. The Debtor's principals, Regis Farrell,
Kevin Farrell and Richard Sorrento, Jr., all personally guaranteed
the indebtedness owed to BOT.
BOT also holds a $167,791 second secured claim in connection with a
term loan. BOT filed a UCC financing statement asserting a security
interest in, among other things, all inventory, equipment, accounts
and accounts receivable.
As of the Petition Date, the Debtor's cash on hand and accounts
receivable totaled approximately $206,381.
As adequate protection with respect to BOT's interests in the cash
collateral, BOT is granted a replacement lien in and upon all of
the categories and types of collateral in which they held a
security interest and lien as of the Petition Date to the same
extent, validity and priority that they held as of the Petition
Date.
The Debtor will maintain insurance coverage for the collateral in
accordance with the obligations under the loan and security
documents.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=oVdvRB from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$31,893 for June 2023;
$48,199 for July 2023;
$33,068 for August 2023; and
$113,159 for September 2023.
About Moxi Enterprises, LLC
Moxi Enterprises, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02420) on June
12, 2023. In the petition signed by Kevin P Farrell, CEO, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
Judge Caryl E. Delano oversees the case.
Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel and
Burns, LLP, represents the Debtor as legal counsel.
MRS BUSY BEE: Court OKs Cash Collateral Access Thru Aug 22
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Mrs. Busy Bee Air Conditioning and
Heating, LLC to use cash collateral on an interim basis in
accordance with the budget, through August 22, 2023.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; (b) the current and necessary
expenses set forth in the budget; and (c) additional amounts as may
be expressly approved in writing by within 48 hours of the Debtor's
request.
As previously reported by the Troubled Company Reporter, as of the
Petition Date, the Debtor has approximately $8,098 of cash in
deposit accounts and a prepayment of rent deposit with the landlord
of $1,681; and the Debtor is owed approximately $887 in accounts
receivable. The Debtor's other personal property subject to the
alleged lien of Flash Funding LLC and the Inferior Interests
(consisting of office equipment and supplies) is valued at about
$6,658. The Debtor's earnings going forward may arguably be subject
to the creditors' alleged liens, and to the extent future earnings
may be deemed to be cash collateral, the Debtor seeks authority to
use same.
The Debtor owes about $87,230 to Flash Funding that is allegedly
secured by a UCC Financing Statement filed on May 16, 2022.
However, Flash does not have a deposit control agreement with the
Debtor or the Debtor's bank, and therefore its lien on the Debtor's
deposit accounts is unenforceable. Accordingly, pursuant to 11
U.S.C. section 506, Flash has a $9,698 secured claim; however, the
secured claim may be subject to further objection.
On September 16, 2022, a UCC Statement was filed by EBF Holding,
LLC, d/b/a Everest Business Funding. It appears this lien is wholly
unsecured pursuant to 11 U.S.C. section 506.
The Debtor's personal property is subject to Flash's prior lien,
and therefore there is no value to support Everest's lien. Everest
is wholly unsecured.
On December 5, 2022, a UCC Statement was filed by Maison Capital
Group, Inc. (Filing number: 202203814517). Maison asserts a $32,195
claim. It appears this lien is wholly unsecured pursuant to 11
U.S.C. section 506. Because the Debtor's personal property is
subject to Flash's prior lien, there is no value to support
Maison's lien. Maison is wholly unsecured.
On December 27, 2023, a UCC Statement (Filing number: 202204026807)
was filed by Creditor Ram Payment LLC d/b/a Reliant Account
Management, which asserts a $12,000 claim. It appears this lien is
wholly unsecured pursuant to 11 U.S.C. section 506 as the Debtor's
personal property is subject to Flash's prior lien.
Pursuant to the Court order, the Secured Creditor and the Inferior
Interests will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as their pre-petition lien, if any, without the need to
file or execute any documents as may otherwise be required under
applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with Secured Creditor and the Inferior Interests.
A continued hearing on the matter is set for August 22 at 11 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=olX4a3 from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$20,800 for June 2023;
$21,400 for July 2023;
$21,350 for August 2023;
$20,850 for September 2023;
$19,250 for October 2023; and
$17,750 for November 2023.
About Mrs. Busy Bee Air Conditioning and Heating, LLC
Mrs. Busy Bee Air Conditioning and Heating, LLC provides
residential and commercial HVAC services in Orlando, Florida, and
the surrounding areas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02139) on May 31,
2023. In the petition signed by Esther M. De La Torre, managing
member, the Debtor disclosed up to $100,000 in assets and up to
$500,000 in liabilities.
Judge Tiffay P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, represents the
Debtor as legal counsel.
MUSCLEPHARM CORP: Amends Plan to Include Ryan Drexler Secured Claim
-------------------------------------------------------------------
Musclepharm Corporation submitted a First Amended Disclosure
Statement for the First Amended Plan dated June 19, 2023.
On May 18, 2023, the Debtor, the Committee, Empery, and White
Winston entered into that certain Plan Support Agreement (the "Plan
Support Agreement"), which provides the framework for the Plan.
Pursuant to the Plan Support Agreement, the Debtor's largest
secured creditor, Empery, as agent for MP Collateral, agreed to cap
its prepetition secured claim for the Empery Loans at $18 million
and carveout any recovery above $12 million for the benefit of
general unsecured creditors, which proceeds will be used in part to
establish a litigation trust to pursue the estate's claims against
the Debtor's current and former directors and officers, including
Ryan Drexler. Moreover, if Empery purchases the Debtor's assets
pursuant to a credit bid, general unsecured creditors will receive
20.0% of the equity in the purchaser entity.
Since its appointment, the Official Committee of Unsecured
Creditors has investigated potential claims and causes of action
against the Debtor's current and former directors and officers,
including Ryan Drexler. The Committee has concluded that colorable
estate claims for, among other things, breach of fiduciary duty,
exist against certain of the Debtor's current and former officers,
including Ryan Drexler. Moreover, the Committee believes that such
claims represent a valuable source of recovery for general
unsecured creditors. In order to preserve such claims, and the
applicable insurance policies covering such claims, the Committee
sent a "Notice of Circumstances Letter" to the Debtor on June 16,
2023.
For the avoidance of doubt, the Plan vests all of the Debtor's
causes of action (other than the White Winston D&O Claims),
including the claims identified by the Committee in the Notice of
Circumstances Letter, in the Litigation Trust.
The Debtor will be conducting an auction and sale of its Assets to
the highest and best bidder in order to maximize the value of its
estate. In parallel to the sale process, the Debtor will seek
confirmation of the Plan to distribute the proceeds from the sale
of Assets.
Class 1 shall consist of the secured claims of Ryan Drexler against
the Debtor's Estate which are based on and subject to that certain
Drexler Intercreditor Agreement (the "Drexler Prepetition Secured
Claim"). The holder of the Drexler Prepetition Secured Claim will
be paid in cash the value of its collateral, unless otherwise
agreed by such holder, and subject to any subordination agreements
enforceable pursuant to section 510(a) of the Bankruptcy Code.
For the avoidance of doubt, the holder of the Drexler Prepetition
Secured Claim shall receive, in accordance with the Drexler
Intercreditor Agreement and the Prestige Intercreditor Agreement,
the proceeds of the Net Sale Proceeds after payment in full of the
Allowed Empery Secured Claim and the Allowed Prestige Secured
Claim.
Class 7 consists of Other Secured Claims. On or as soon as
practicable following the Plan Effective Date, each holder of an
allowed Other Secured Claim will be paid in full in cash or
otherwise realize the value of its collateral, unless otherwise
agreed by such holder, and subject to any subordination agreements
enforceable pursuant to section 510(a) of the Bankruptcy Code.
Class 7 will include separate sub-classes for each applicable
secured creditor. For the avoidance of doubt, this class does not
include any secured claims of Drexler, Empery and Prestige.
Like in the prior iteration of the Plan, each holder of an Allowed
General Unsecured Claim shall receive its pro rata share of a
beneficial interest in the Litigation Trust.
On the Plan Effective Date, the Litigation Trust shall be vested
with all assets of the Debtor not sold to the Purchaser, nor paid
to MP Collateral, and not transferred to, or vested in, the
Reorganized Debtor. The assets transferred to the Litigation Trust
shall include all unsold claims, causes of action, and interests of
the Debtor, including all rights, claims, and causes of action
relating to insurance policies, other than the White Winston D&O
Claims.
After the Plan Effective Date, the Reorganized Debtor shall pay the
Litigation Trust an amount equal to 30% of the Net Collected
Proceeds of the White Winston D&O Claims. "Net Collected Proceeds"
means the gross collected proceeds actually collected by the
Reorganized Debtor on account of the White Winston D&O Claims less
any fees and expenses incurred by the Reorganized Debtor to recover
such proceeds.
On the Plan Effective Date, the Litigation Trust shall receive all
cash held by the estate, including the Net Sale Proceeds less the
Empery Payoff Amount less amounts due to the Holders of Class 4
Claims pursuant to the Plan (the "Litigation Trust Cash Balance").
For the avoidance of doubt, any remaining funds in the Wind-Down
Budget shall vest in the Litigation Trust. To the extent the
Litigation Trust Cash Balance is less than $500,000 on a net basis
after deducting anticipated accrued and unpaid administrative and
priority claims (including professional fees), Empery shall fund
the difference to the Litigation Trust (the "Empery Litigation
Trust Loan"). The Empery Litigation Trust Loan shall be repaid from
the proceeds of the Litigation Trust Assets ahead of any
distributions to holders of Allowed Class 5 Claims.
A full-text copy of the First Amended Disclosure Statement dated
June 19, 2023 is available at https://urlcurt.com/u?l=c7wvSH from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Samuel A. Schwartz, Esq.
SCHWARTZ LAW, PLLC
601 East Bridger Avenue
Las Vegas, NV 89101
Telephone: (702) 385-5544
Facsimile: (702) 385-2741
E-mail: saschwartz@nvfirm.com
About Musclepharm Corporation
Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:
MSLP) - http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- is a lifestyle company that
develops, manufactures, markets and distributes branded nutritional
supplements. It offers a broad range of performance powders,
capsules, tablets, gels and on-the-go ready to eat snacks that
satisfy the needs of enthusiasts and professionals alike.
MusclePharm filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
22-14422) on Dec. 15, 2022. In the petition filed by its chief
executive officer, Ryan Drexler, the Debtor reported assets and
liabilities between $10 million and $50 million.
The Honorable Natalie M. Cox is the case judge.
The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC
as legal counsel; Foley & Lardner, LLP as special securities
counsel; and Portage Point Partners, LLC as restructuring advisor.
Jeffrey Gasbarra of Portage Point Partners serves as the Debtor's
chief restructuring officer.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. Pachulski Stang
Ziehl & Jones, LLP and Larson &Zirzow, LLC serve as the committee's
bankruptcy counsel and Nevada counsel, respectively.
NERVIVE INC: Seeks to Hire Auction Advisors as Broker
-----------------------------------------------------
Nervive Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to employ Auction Advisors, LLC as
intellectual property broker.
The firm will provide these services:
a. work with the Debtor to create and implement a strategy for
the sale of its intellectual property, including the preparation of
marketing materials; and
b. present all bona fide offers to the Debtor and assist the
Debtor in negotiating counteroffers until a sale agreement is
signed and all contingencies are satisfied or waived.
The firm will be paid a commission of 5 percent of the sale price.
Oren Klein, a partner at Auction Advisors, disclosed in a court
filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Oren Klein
Auction Advisors, LLC
1350 Avenue of Americas, 2nd Floor
New York, NY 10019
Tel: (800) 862-4348
About Nervive Inc.
Nervive Inc. -- https://nervive.com/ -- is a medical clinic that
offers emergency treatment for strokes. It is a for-profit C-Corp
incorporated in Delaware in December 2013, with headquarters in
North East, Ohio. The company has invested over $10 million in
research and development to date, mostly in the form of
non-dilutive research grants.
Nervive's Vitalflow(TM) is a novel platform technology that
stimulates the facial nerve using non-invasive pulsed magnetic
energy, resulting in increased blood flow to the brain. The
VitalFlow is expected to improve the effectiveness of existing
emergency stroke treatments, increasing the delivery of tPA and
other clot-busting drugs to the site of arterial obstruction and
facilitating the navigation of clot-retrieval catheters through the
dilated arteries of the brain.
The Debtor filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
23-10009) on Jan. 8, 2023, with $1 million to $10 million in both
assets and liabilities. Jami B. Nimeroff has been appointed as
Subchapter V trustee.
Judge Thomas M. Horan oversees the case.
Michael Busenkell, Esq., at Gellert Scali Busenkell & Brown, LLC
serves as the Debtor's counsel.
NEW JERSEY VISION: Seeks Cash Collateral Access
-----------------------------------------------
New Jersey Vision Associates, PC, asks the U.S. Bankruptcy Court
for the District of New Jersey for authority to use cash collateral
and provide adequate protection.
The Debtor requires the use of cash collateral to fund payroll and
payroll taxes, to maintain its relations with vendors and
suppliers, to satisfy its working capital needs, and to pay taxes,
inventory, supplies, overhead, insurance and other necessary
expenses.
The alleged secured creditors, with liens against the Debtor's
assets are Wells Fargo, Bankers Healthcare Group, US Small Business
Administration, The Business Backer, Loan Building, Kabbage from
American Express, Cloudfund, and Amerifund Group, LLC.
The Debtor's primary asset are accounts receivable, whose book
value is approximately $125,713, equipment owned by the Debtor in
the amount of $215,930 and general intangibles and good will, such
as patient records, in an amount to be valued by the Debtor. The
total value of assets is at least $341,643.
The value of the Debtor's assets would satisfy the obligations of
Wells Fargo, Bankers Healthcare Group, and the U.S. Small Business
Adm inistration, depending upon the value of the general
intangibles and good will. However, those creditors junior to those
creditors, although having an asserted fully perfected lien on
substantially all of the Debtor's assets, are fully unsecured.
The Debtor's unsecured debts total approximately $930,026.
The Debtor anticipates being able to satisfy its ordinary course
operating expenses with the use of cash collateral, while the cash
collateral position of the secured creditors does not decline.
Thus, the Debtor submits a replacement lien on its assets, and a
superpriority administrative expense claim pursuant to 11 U.S.C.
section 507(b) to the extent of any diminution in the value of the
Protected Creditors' collateral, excluding avoidance actions,
sufficiently provides the Protected Creditors with adequate
protection.
Because, based on the value of its assets, the Debtor believes all
other alleged secured creditors are wholly unsecured, the Debtor
does not believe adequate protection is required vis-à-vis those
other creditors in connection with the use of cash collateral.
Nevertheless, to the extent of any diminution in the value of their
collateral, the Debtor is prepared to provide the alleged secured
creditors with junior priority replacement liens on their assets as
adequate protection and junior priority superpriority
administrative expense claims pursuant to 11 U.S.C. section 507(b),
to the extent of any diminution in value of their collateral, all
excluding avoidance actions, which the Debtor submits sufficiently
provides such creditors with adequate protection.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=wCfgac from PacerMonitor.com.
The Debtor projects total operating disbursements, on a weekly
basis, as follows:
$7,439 for the week ending June 23, 2023;
$23,570 for the week ending June 30, 2023;
$18,214 for the week ending July 7, 2023;
$14,727 for the week ending July 14, 2023
$8,684 for the week ending July 21, 2023; and
$22, 127 for the week ending July 28, 2023.
About New Jersey Vision Associates, P.C.
New Jersey Vision Associates, P.C. provides comprehensive eye care
services including routine eye examinations, screenings for eye
problems related to diabetes, high blood pressure, and thyroid
disease, as well as eye disorders such as cataract, glaucoma, and
macular degeneration.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 23-15043) on June 9, 2023.
In the petition signed by Mitchell Vogel, president, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin, and Tully, LLC,
represents the Debtor as legal counsel.
NEW MILLENNIUM MEDICAL: Court OKs Cash Access on Final Basis
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Western Division, authorized New Millennium Medical Ltd. to use
cash collateral on a final basis in accordance with the budget.
Midland States Bank has a senior valid blanket lien upon the
Debtor's assets as of the bankruptcy filing date and the cash
proceeds thereof. The Prepetition Secured Lender holds a senior
security interest in all of the Debtor's assets by way of a valid
lien duly filed of which the amount due and owing totals no less
than $210,000.
As adequate protection, the Prepetition Secured Party will be
secured by a lien to the same extent, priority and validity as
existed prior to the Petition date; that the Prepetition Secured
Party will receive a security interest in and replacement lien upon
all of the Debtor's now existing or hereafter acquired property.
In addition, the Debtor will make adequate protection payments to
the Prepetititon Secured Lender in the sum of $1,500 per month
commencing June 21, 2023 and on the 21st of each month until plan
confirmation.
The Debtor must maintain and pay premiums for insurance to cover
the Collateral from fire, theft and water damage, and the
Prepetition Secured Lender consents to the payment of such premiums
from its cash collateral.
A copy of the Court's order and the Debtor's budget available at
https://urlcurt.com/u?l=YJ3TBS from PacerMonitor.com.
The Debtor projects $49,000 in total revenue and $44,532 in total
expenses.
About New Millennium Medical Ltd.
New Millennium Medical Ltd. operates a chiropractic practice from
its leased premises in Belvidere, Ill.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-80634) on May 25,
2023. In the petition signed by Christopher Parrett, its president,
the Debtor disclosed up to $500,000 in assets and up to $1 million
in liabilities.
Judge Thomas M. Lynch oversees the case.
Richard G Larsen, Esq., at SpringerLarsenGreene, LLC, represents
the Debtor as legal counsel.
NIKOFAM INC: Court OKs Cash Collateral Access Thru Aug 16
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, authorized Nikofam, Inc. to use cash collateral
on an interim basis in accordance with the budget, through June 16,
2023.
As previously reported by the Troubled Company Reporter, the
Massachusetts Department of Revenue is the Debtor's only secured
creditor. The MDOR is owed approximately $240,000 in unpaid meals
taxes dating back to approximately June 2020.
On April 19, 2023, the MDOR levied upon an execution for unpaid
meals taxes and seized the Debtor's assets, including its
restaurant equipment, food inventory, cash and cash registers. The
Debtor has been locked out if its East Weymouth storefront since
the date of the Tax Seizure.
Prior to the Tax Seizure, the MDOR also seized funds from the
Debtor's operating account on at least two occasions.
The MDOR's enforcement actions precipitated the Debtor's Chapter 11
case.
The Debtor asserted that any cash collateral accessed will be used
solely to maintain business operations, and thus reduce the chance
of any possible diminution in value of the assets. The Debtor
proposed to grant to the MDOR the following as additional adequate
protection:
a. The Debtor will grant to the MDOR a continuing replacement
lien and security interest in the post-petition accounts receivable
generated from operations to the same validity, extent and priority
that it would have had in the absence of the bankruptcy filing;
b. The Debtor will remain within its Budget, within an overall
margin of 10%; and
c. The Debtor will make weekly adequate protection payments to
the MDOR in the amount of $1,500. This amount is intended to
represent principal and interest payments that would be due over 60
months to repay the MDOR, although the allocation of such payments
is reserved for further Court order.
A further hearing on the matter is set for August 15 at 10:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=npKQMN
from PacerMonitor.com.
About Nikofam, Inc.
Nikofam, Inc. owns and operates the Athens Pizza pizzeria. Since
2005 the Restaurant has operated out of its leased storefront in
East Weymouth, Massachusetts.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Mass. Case No. 23-10719) on May 5, 2023.
In the petition signed by Kiriaki Nikolaidis, president, the Debtor
disclosed up to $500,000 in both assets and liabilities.
Judge Janet E. Bostwick oversees the case.
David B. Madoff, Esq., at Madoff & Khoury LLP, represents the
Debtor as legal counsel.
NOB HILL INN: Gets OK to Hire Santino DeRose of Maven as Broker
---------------------------------------------------------------
Nob Hill Inn City Plan Owners Association received approval from
the U.S. Bankruptcy Court for the Northern District of California
to hire Maven Commercial, Inc., as its real estate broker.
The Debtor requires the services of a real estate broker in
connection with the sale of Nob Hill Inn, a 21-unit hotel located
at 1000 Pine St., San Francisco, Calif. The listing price for the
property is $8.25 million.
Maven will get a 4 percent commission, of which 2 percent will be
shared with a buyer's broker.
As disclosed in court filings, Maven does not represent any
interest adverse to the Debtor's estate.
The firm can be reached at:
Santino DeRose
Maven Commercial, Inc.
466 Green St., Suite #203
San Francisco, CA 94133
Tel: (415) 336-0151
Email: Sd@mavenproperties.com
About Nob Hill Inn City Plan
Owners Association
Nob Hill Inn City Plan Owners Association is the owner of Nob Hill
Inn, a 21-unit hotel located at 1000 Pine St., San Francisco,
Calif.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30368) on June 10,
2023, with $8,537,769 in assets and $222,858 in liabilities. Mark
M. Sharf has been appointed as Subchapter V trustee.
Judge Dennis Montali oversees the case.
Michael St. James, Esq., at St. James Law, P.C., is the Debtor's
legal counsel.
NORTH SHORE: Deadline to File Plan Extended to July 12
------------------------------------------------------
Judge Joseph G. Rosania, Jr. has entered an order granting the
debtor's motion for an extension of time to file a Plan of
Reorganization and a Disclosure Statement. According to the order,
the date by which North Shore Associates, LLP, is required to file
a Plan of Reorganization without termination of the automatic stay
pursuant to 11 U.S.C. Section 362(d)(3) is extended through and
including July 12, 2023.
About North Shore Associates
North Shore Associates, LLP is a single asset real estate as
defined in 11 U.S.C. Section 101(51B). It is based in Loveland,
Colo.
North Shore Associates filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
23-10808) on March 6, 2023, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The Debtor
stated it has no creditors holding unsecured claims.
Judge Joseph G Rosania Jr. oversees the case.
Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC and Eisner
Advisory Group, LLC are the Debtor's legal counsel and accountant,
respectively.
OMNIQ CORP: "PERCS" to be Deployed at Mercy College, New York
-------------------------------------------------------------
OMNIQ Corp. announced that the Company is deploying its AI enhanced
SaaS parking and security solution, "PERCS" at Mercy College in
Dobbs Ferry, New York.
The omniQ PERCS system is a cloud-based software and hardware
solution designed to revolutionize parking management. By
leveraging omniQ's AI based Machine Vision Vehicle Recognition
System (VRS), PERCS transforms a vehicle's license plate and other
attributes like make and color into a convenient virtual parking
permit. With PERCS, the hassle of hang tags and stickers becomes a
thing of the past.
This cutting-edge system provides a comprehensive virtual permit
system that empowers parking administrators to manage their
operations seamlessly from any location. PERCS enables efficient
user management, citation and appeals processing, parking group and
lot management, as well as invoice generation. Additionally, it
offers advanced features like payment tracking, system audits, and
a wide range of pre-designed and customizable reports.
CEO Shai Lustgarten stated "We are delighted to announce that Mercy
College has chosen to implement our total solution for their
parking management operations. By adopting our cloud-based SaaS
offering, Mercy will gain complete control over permit issuance,
automated citation processes, and revenue collection. Our system
also ensures secure access control, streamlines entry and exit
procedures, and incorporates cutting-edge kiosks that facilitate
customer communication with the parking administration.
"As we continue to serve the growing parking community, it has
become evident that our technology and services significantly
enhance customer satisfaction and optimize parking administration
operations."
This announcement follows the recent news that omniQ has deployed
its Machine Vision AI based patented propriety technology to its
60th airport in the US. The list includes JFK, EWR, MIA, DFW, LAX
and many other large international airports.
omniQ's system is based on Neural Network algorithm developed by
omniQ's scientists and selected time after time to serve strategic
missions for public security, increasing automation and improving
quality of life in the most sensitive areas of transportation. The
company has its system deployed at the borders in the most
sensitive areas across the world including the US and the Middle
East.
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic and parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq Corp reported a net loss of $13.61 million for the year ended
Dec. 31, 2022, compared to a net loss of $13.14 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$68.47 million in total assets, $81.31 million in total
liabilities, and a total stockholders' deficit of $12.84 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
ONEMAIN FINANCE: S&P Rates New $500MM Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' rating to OneMain Finance
Corp.'s (OMFC) proposed $500 million senior unsecured notes due
2029. OMFC is a direct, wholly owned subsidiary of OneMain Holdings
Inc. (OneMain). The notes will be guaranteed on an unsecured basis
by OneMain. The company intends to use the net proceeds for general
corporate purposes, which may include debt repurchases and
repayments.
S&P said, "Proforma for this issuance and the $825 million
securitization transaction in May 2023, we expect leverage to
modestly rise above 6.0x from the first quarter's leverage of
5.5x-6.0x, which could be offset by growth in equity during the
second quarter. We expect OneMain will continue to operate with
leverage within our expected range of 4.5x-6.0x.
"For the rolling 12 months ended March 31, 2023, OMF's net
charge-offs increased to 6.7% from 6.1% at year-end 2022, and 4.2%
in 2021, owing to credit normalizing from historical lows during
the pandemic as government stimulus faded and consumer repayment
behavior changed because of higher inflation. On a sequential
basis, OMF's 30+ delinquency ratio improved to 5.29% for personal
loans (5.80% at YE 2022) and 12.57% for credit cards (13.08% at YE
2022). For 2023, OneMain expects credit quality to further
deteriorate, and net charge-offs will rise to 7.0%-7.5%. OneMain
expects net charge-offs to be above the range in the first half of
the year, reflecting elevated delinquencies from 2022, and
second-half charge-offs will normalize owing to seasonal trends and
a growing share of receivables from tighter credit underwriting. We
remain cautious about rising levels of net charge-offs and will
continue to monitor for any earnings erosion from credit
deterioration.
"The stable outlook on OneMain Holdings Inc. indicates S&P Global
Ratings' expectation that over the next 12 months—despite a
challenging macroeconomy--the company will keep its competitive
position in nonprime consumer lending and operate with leverage of
4.5x-6.0x on a sustained basis. We expect the company to maintain
adequate liquidity and retain its existing funding mix.
"We could lower our ratings over the next 12 months if debt to
adjusted total equity (ATE) rises above 6.5x or if net charge-offs
substantially rise and erode earnings. We could also lower the
ratings if regulatory actions impede the company's business, the
company takes on large debt-funded initiatives, or if competition
increases in the nonprime consumer lending industry such that
risk-adjusted yields decline and weaken earnings.
"An upgrade is unlikely over the next 12 months. Over time, we
could raise the ratings if leverage remains below 4.5x, the net
charge-off ratio remains around 6%, and the firm keeps its
well-diversified funding mix and better-than-peer liquidity."
ONKAAR INC: Court OKs Cash Collateral Access Thru July 17
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California,
Sacramento Division, authorized Onkaar Inc. to use cash collateral
on an interim basis in accordance with the budget, with a 15%
variance, retroactive to the Chapter 11 filing date through July
17, 2023.
In consideration for the use of cash collateral, Umpqua Bank, Cross
Petroleum and Small Business Administration are granted a
replacement security interest and lien in the prepetition and
postpetition assets of the Debtor to the same extent and priority
granted the Secured Creditors pursuant to the Prepetition Loan
Documents. The Adequate Protection Replacement Lien will be
automatically perfected without the need for any additional filings
or notices.
The Debtor will pay the Creditors starting June 13, 2023, monthly
payments of:
Umpqua Bank - $5,999
SBA - $500
As further adequate protection for any use or diminution in the
value of the prepetition lender's interest in the prepetition
collateral, the Debtor will comply with the Budget and will not
make any disbursements other than those set forth in the Budget,
subject to the Permitted Variance.
A final hearing on the matter is set for July 17, 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=wZKyBL from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$198,465 for June 2023;
$200,449 for July 2023;
$202,454 for August 2023;
$204,479 for September 2023; and
$206,524 for October 2023.
About Onkaar Inc.
Onkaar Inc., doing business as Chico Super Food Mart, owns gasoline
stations in Chico, Calif.
Onkaar filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-21315) on April 24,
2023, with as much as $50,000 in assets and $1 million to $10
million in liabilities. Walter Dahl, Esq., a partner at Dahl Law,
has been appointed as Subchapter V trustee.
Judge Christopher D. Jaime oversees the case.
Gabriel E. Liberman, Esq., at the Law Offices of Gabriel Liberman,
APC is the Debtor's counsel.
ONORATI CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Onorati Construction Co., Inc.
111 Cornelia Street
Boonton, NJ 07005
Business Description: Onorati specializes in paving construction
of commercial and residential properties.
Chapter 11 Petition Date: June 21, 2023
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 23-15349
Debtor's Counsel: Anthony Sodono, III, Esq.
MCMANIMON, SCOTLAND & BAUMANN, LLC
75 Livingston Avenue
Second Floor
Roseland, NJ 07068
Tel: 973-622-1800
Fax: 973-622-7333
Email: asodono@msbnj.com
Total Assets: $2,088,273
Total Liabilities: $4,542,351
The petition was signed by Paul S. Onorati as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/2RMSAQQ/Onorati_Construction_Co_Inc__njbke-23-15349__0001.0.pdf?mcid=tGE4TAMA
PARKWAY GENERATION: Moody's Cuts Rating on Sr. Secured Loans to B1
------------------------------------------------------------------
Moody's Investors Service downgraded Parkway Generation, LLC's
("Parkway" or "Project") senior secured credit facilities to B1
from Ba3. Senior secured credit facilities consist of a $1.075
billion Term Loan B due in 2029, a $140 million Term Loan C due in
2029 and a $100 million Revolving Credit facility due in 2027. The
outlook has been changed to stable from ratings under review. This
rating action concludes the rating review initiated on March 17,
2023.
Downgrades:
Issuer: Parkway Generation, LLC
Senior Secured Bank Credit Facility, Downgraded to B1 from Ba3
Outlook Actions:
Issuer: Parkway Generation, LLC
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The ratings action reflects weaker-than-anticipated financial
performance in 2023 and 2024 owing to significant capacity
performance (CP) penalties prompted by Parkway's fleet partial
unavailability during the unprecedented winter storm that hit much
of PJM's service territory from December 23 to December 26, 2022
(Winter Storm Elliott). During April 2023, Parkway received a final
invoice from PJM, which indicated $141 million of net CP penalty
payments ($151 million in CP penalty payments offset by $10 million
in bonus awards), higher than management's initial assessment of
$100 million penalty payment. The latter amount assumes certain
penalty reliefs, as Parkway has filed two separate claims with FERC
against PJM appealing the penalty. Parkway expects to fully pay its
net CP penalties throughout 2023. As of May 31, 2023, Parkway had
paid approximately $32.7 million and $34 million has been withheld
by PJM from its revenue, as collateral, to be applied against the
last penalty payments.
Parkway has been using its liquidity resources including internal
cash generation, cash on the balance sheet and its $100 million
revolving credit facility to satisfy the CP penalty obligation. As
of May 31, 2023, Parkway's unrestricted liquidity was $109 million
($39 million of unrestricted cash and $70 million of revolver
availability) down from $148 million ($48 million of unrestricted
cash and $100 million revolver availability) on March 31, 2023.
Additionally, Parkway expects to receive approximately $62.5
million of cash proceeds following the sale of 17.6 acres of excess
land located at the Kearny generation site. Parkway signed the
purchase and sale agreement to sell the land in late March and
expects to receive the proceeds in early 2024, which will help the
project to reduce anticipated borrowings under Parkway's revolving
credit facility. While the cash proceeds expected from the Kearny
land sale, when completed, will help replenish Parkway's liquidity
position, the rating action considers the incremental debt burden
that the payment of these obligations will have on total
indebtedness and overall debt reduction owing to the relative size
of the CP penalty.
Moody's expectation for weaker financial performance in 2023 and
2024 is also supported by power market fundamentals, including
lower natural gas and power prices, and lower known capacity
revenues in both years following the recent capacity auction
results for the EMAAC zone, which reached $49.49/MW-day for the
2023/24 and $54.95/MW-day for the 2024/25 capacity year, down from
$97.86/MW-day for 2022/23. Moody's understand that Parkway has been
able to lock-in approximately $79 million and $40 million of energy
margins for Q2-Q4 2023 and 2024, respectively, which helps to
mitigate Parkway's exposure to cash flow volatility. However,
Parkway's major maintenance capex in 2023 and 2024 remains elevated
. As a result, Moody's expect Parkway's credit metrics in 2023 and
2024 to be significantly lower than Moody's original base case.
Moody's expectation of weak financial performance also increases
refinancing risk at Parkway, which currently has a higher debt
quantum owing to the $75 million Term Loan B upsizing executed in
November 2022 that helped fund a $175 million sponsor dividend
payment. Parkway also paid $40 million of permitted tax
distribution in 2022. In light of the magnitude Parkway's net CP
penalties, compressed spark spreads, lower capacity revenues, and
elevated capital expenditures, Moody's do not expect any
appreciable incremental debt payment in 2023 and 2024 other than
the mandatory amortization.
Rating Outlook
The stable outlook reflects Moody's view that Parkway has
sufficient liquidity available to pay for its net CP penalties
amount through 2023, and that proceeds from the Kearny land sale,
when completed, should help to replenish Parkway's liquidity
profile. The stable outlook also considers Moody's expectation that
Parkway should generate consolidated financial metrics of CFO to
debt of around 5% and debt service coverage ratio 1.3x, in 2024
following a very weak financial performance in 2023 owing to the
significant cash outlay to pay Parkway's net CP penalties to PJM.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
Parkway's ratings could be upgraded if the Project demonstrates an
ability to pay down incremental debt, leading to a Moody's DSCR
that is towards the upper end of the 1.5x-2.0 range and Project CFO
to Debt of around 10% on a sustained basis.
Factors that could lead to a downgrade
Parkway's rating could face downward pressure should Moody's
anticipate future financial metrics to not exceed 1.3x DSCR and
Project CFO to debt of 5% on a sustained basis, or if liquidity
prospects weaken further owing to an unplanned outage as the
project repays its CP obligation to PJM.
Profile
Parkway is a holding company created to hold 100% interests of
eight gas-fired power generation facilities totaling 4.8 GW of
installed capacity, located in New Jersey and Maryland, within the
PJM Interconnection. Parkway is majority owned by ArcLight Energy
Partners Fund VII, an ArcLight fund.
The principal methodology used in these ratings was Power
Generation Projects Methodology published in January 2022.
PERFECTLY PRISCILLA: Wins Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia,
Valdosta Division, authorized Perfectly Priscilla, LLC to use cash
collateral on an interim basis in accordance with the budget,
pending the final hearing set for June 28, 2023 at 10:30 a.m.
As of the Petition Date, Shopify Capital, Inc., asserts that it is
owed $165,736 by the Debtor. On April 6, 2020, Shopify filed UCC
No. 038-2020-006693.
The U.S. Small Business Administration asserts it is owed $498,160
by the Debtor under a Small Business Administration Economic Impact
Disaster Loan. The SBA filed the UCC Financing Statement No.
038-2020-009435 on May 8, 2020.
FC Market Place, LLC d/b/a Funding Circle, asserts it is owed
$219,549 by the Debtor. Funding Circle may assert that its claim is
secured by, among other things, "cash collateral" in the form of
"inventory and accounts receivable" and proceeds of such
collateral, as reflected on UCC Financing Statement No.
38-2022-003738, as amended by Amendment dated April 14, 2023 No.
038-2023-008302.
The Debtor is directed to adequately protect the Respondents via
the following, as may be applicable:
(a) paying all post-petition property taxes on any collateral
held by Respondents as and when they become due;
(b) continuing to maintain and, as necessary, replace the
Respondents' collateral;
(c) providing the replacement liens, or adequate protection
payments to the extent required by the Bankruptcy Code, required
to avoid economic depreciation on the Respondents' collateral while
the Case is pending, ordered by the Court, and/or agreed on between
the Debtor and any one or more of the Respondents;
(d) continuing to maintain, as necessary, adequate insurance
on the Respondents' collateral; and
(e) continuing to operate the business in substantial
compliance with the Budget.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=W9sGPH from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$161,717 for June 2023;
$161,717 for July 2023;
$153,467 for August 2023; and
$161,717 for September 2023.
About Perfectly Priscilla, LLC
Perfectly Priscilla, LLC operates an in-store and online plus size
women's clothing boutique. Headquartered in Valdosta, Georgia,
Perfectly Priscilla provides a full suite of women's clothing and
accessories.
Perfectly Priscilla sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-70575) on June 9,
2023. In the petition filed by Thomas Thompson, managing member,
the Debtor disclosed up to $1 million in assets and up to $10
million in liabilities.
Judge John T. Laney, III oversees the case.
G. Daniel Taylor, Esq., at Stone & Baxter, LLP, represents the
Debtor as legal counsel.
PERIMETER ORTHOPAEDICS: Court OKs Interim Cash Collateral Access
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, authorized Perimeter Orthopaedics, P.C. and
affiliates to use cash collateral on an interim basis in accordance
with the budget.
The Debtors require the use of cash collateral to fund critical
operations.
Perimeter Orthopaedics began over 30 years ago in 1991. Founder Dr.
Spiegl has grown the Practice over many years, adding patients,
physicians, and offices. In 2004, Perimeter Orthopaedics obtained
approval for and began its outpatient surgical center. The
outpatient surgical center is owned through an affiliate, Perimeter
Outpatient Surgical Associates, Inc. In the following years,
Perimeter Orthopaedics and the Surgery Center were able to grow
significantly.
Unfortunately, several factors within recent years have led to a
decline in the profitability of Perimeter Orthopaedics and the
Surgery Center. Both have increasingly been unable to negotiate
contracts having high enough reimbursement rates to keep up with
growing expenses. Second, the two employed physicians were hired
during the initial stages of the COVID-19 pandemic at the same time
that patient volumes were declining. Perimeter Orthopaedics also
experienced significant challenges with those personnel responsible
for billing and reimbursement, which problems resulted in claims
not being submitted or not being properly submitted. The Debtors
have filed the Chapter 11 cases to effectuate an orderly
reorganization.
Truist Bank assert a first priority lien on Perimeter Orthopaedics'
cash collateral pursuant to UCC Financing Statement No.
0602012-10598, as subsequently continued and amended.
McKesson Corporation asserts a first priority lien on all of the
Surgery Center's tangible and intangible assets pursuant to UCC
Financing Statement No. 038-2021-025981.
As adequate protection, the Lenders are granted a valid and
properly perfected replacement lien on all property acquired by the
Debtors after the Petition Date that is the same or similar nature,
kind, or character as the Lenders' respective pre-petition
collateral, except that no such replacement lien will attach to the
proceeds of any avoidance actions under Chapter 5 of the Bankruptcy
Code. The Adequate Protection Lien will be deemed automatically
valid and perfected upon entry of the Order.
A final hearing on the matter is set for June 22, 2023 at 10:30
a.m.
A copy of the motion is available at https://urlcurt.com/u?l=NH0Bc7
from PacerMonitor.com.
A copy of the Court's order is available at
https://urlcurt.com/u?l=UiXthR from PacerMonitor.com.
About Perimeter Orthopaedics
Perimeter Orthopaedics, P.C. and Perimeter Outpatient Surgery
Associates, Inc. are a physician practice that specializes in
orthopedics.
The Debtors filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 23-20555) on May 17,
2023. At the time of filing, Perimeter Orthopaedics reported as
much as $50,000 in assets and $1 million to $10 million in
liabilities. Perimeter Outpatient reported as much as $50,000 in
assets and $500,001 to $1 million in liabilities.
Judge James R. Sacca oversees the case.
The Debtors are represented by William A. Rountree, Esq., at
Rountree Leitman Klein & Geer, LLC.
PICO INDUSTRIES: Seeks Cash Collateral Access on Final Basis
------------------------------------------------------------
PICO Industries, Inc. asks the U.S. Bankruptcy Court for the
District of Maryland, Greenbelt Division, to alter or amend the
Order dated June 13, 2023, to provide that:
(1) the Debtor may use cash collateral on an interim basis
pending the disposition of the second Motion to Use Cash Collateral
on a final basis;
(2) nothing is binding on the US Small Business Administration
or any other party that might have an interest in the Debtor's cash
collateral; and
(3) all parties' rights to object to the Debtor's use of cash
collateral on an final basis are preserved.
The June 13th Order permitted the use of the cash collateral of
Eagle Bank on a final basis.
Subsequent to the entry of the Order, in discussions with Angela
Shortall, the Subchapter V Trustee in this case, and Lisa Stevens,
the attorney for the United States Trustee assigned to the case,
concerns were raised as to whether the SBA has a cash collateral
interest as a result of a UCC-1 filed in response to an Economic
Injury Disaster Loan.
The Debtor will be filing a second Motion to Use Cash Collateral on
a Final Basis that addresses both EagleBank and the SBA.
PICO acknowledges that, being a construction industry case, there
is the potential that other parties may assert an interest as well.
A copy of the motion is available at https://urlcurt.com/u?l=BAfHMv
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.
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.
PORTER'S PENINSULA: Court OKs Cash Collateral Use on Final Basis
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan,
Northern Division, authorized Porter's Peninsula Logging LLC to use
cash collateral on a final basis in accordance with the budget.
The Debtor requires the use of cash collateral to pay its
continuing obligations incurred in the ordinary course of its
business.
B2B Financing, LLC is the only creditor holding a lien in the cash
collateral.
The Debtor is directed to keep the cash collateral party insured
against loss or damage resulting from fire, flood or other hazards,
casualties and contingencies.
The Cash Collateral Party will have a post-petition lien in the
cash collateral to the same extent and priority as they possessed
on the Petition Date.
The Debtor will retain its level of accounts receivable, inventory
and cash an amount of at least as much as the value of cash
collateral on the day of filing. Cash collateral owned by the
Debtor at the Petition Date is $15,500.
Commencing July 1, 2023 and continuing on the first of each month
until further Court order, the Debtor shall pay $500 per month to
the Cash Collateral party.
A copy of the order is available at https://urlcurt.com/u?l=WaFY4d
from PacerMonitor.com.
About Porter's Peninsula Logging LLC
Porter's Peninsula Logging LLC operates a logging business. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. Mich. Case No. 23-20563) on May 19, 2023. In the
petition signed by Todd M. Porter, sole member, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Daniel S. Opperman oversees the case.
Rozanne M. Giunta, Esq., at Warner Norcross & Judd, LLP, represents
the Debtor as legal counsel.
PROFESSIONAL DIVERSITY: Registers 750K Shares Under 2023 Plan
-------------------------------------------------------------
Professional Diversity Network, Inc. filed a Form S-8 registration
statement with the Securities and Exchange Commission for the
purpose of registering 750,000 shares of common stock, $0.01 par
value of Professional Diversity Network that may be issued to
eligible employees, officers, directors or consultants pursuant to
the Professional Diversity Network, Inc. 2023 Equity Compensation
Plan.
Outstanding awards granted under the Professional Diversity
Network, Inc. 2013 Equity Compensation Plan will remain in effect
and be administered thereunder, but no new awards may be granted
under the 2013 Plan. A full-text copy of the prospectus is
available for free at:
https://www.sec.gov/Archives/edgar/data/1546296/000149315223021567/forms-8.htm
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse individuals. Through the Company's online platforms and
partnerships, the Company provides hiring employers a means to
identify and acquire diverse talent and assist them with DEI
efforts.
Professional Diversity reported a net loss attributable to the
company of $2.60 million for the year ended Dec. 31, 2022,
compared
to a net loss attributable to the company of $2.75 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$6.83 million in total assets, $4.70 million in total liabilities,
and $2.12 million in total stockholders' equity.
Oak Brook, Illinois-based Sasetti LLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has incurred recurring
operating losses, has a significant accumulated deficit, and will
need to raise additional funds to meet its obligations and the
costs of its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
PROSPERITAS LEADERSHIP: Case Summary & Three Unsecured Creditors
----------------------------------------------------------------
Debtor: Prosperitas Leadership Academy, Inc.
2140 W Washington St.
Orlando, FL 32805-1268
Business Description: The Debtor is a public charter school for
residents of Orange County.
Chapter 11 Petition Date: June 21, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-02443
Debtor's Counsel: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
1501 E. Concord Street
Orlando, FL 32803
Tel: 407-894-6834
Fax: 407 894 8559
Email: jeff@bransonlaw.com
Total Assets: $2,009,763
Total Liabilities: $2,533,820
The petition was signed by Michael Spence as Board president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/32OSDEA/Prosperitas_Leadership_Academy__flmbke-23-02443__0001.0.pdf?mcid=tGE4TAMA
Q BIOMED: Incurs $722K Net Loss in First Quarter
------------------------------------------------
Q BioMed Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $721,612 on
$0 of net sales for the three months ended Feb. 28, 2023, compared
to a net loss of $2.29 million on $75,059 of net sales for the
three months ended Feb. 28, 2022.
As of Feb. 28, 2023, the Company had $3.46 million in total assets,
$9.90 million in total liabilities, and a total stockholders'
deficit of $6.44 million.
Q BioMed said, "The Company has and is expected to incur net losses
and cash outflows from operations in pursuit of extracting value
from its acquired intellectual property. These matters, amongst
others, raise substantial doubt about the Company's ability to
continue as a going concern.
"Management anticipates that the Company will have to raise
additional funds and/or generate revenue from drug sales within
twelve months to continue operations. Additional funding will be
needed to implement the Company's business plan that includes
various expenses such as fulfilling our obligations under licensing
agreements, legal, operational set-up, general and administrative,
marketing, employee salaries and other related start-up expenses.
Obtaining additional funding will be subject to a number of
factors, including general market conditions, investor acceptance
of our business plan and initial results from our business
operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. If the Company
is unable to raise sufficient funds, management will be forced to
further scale back the Company's operations or cease its
operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1596062/000141057823001445/tmb-20230228x10q.htm
About Q BioMed Inc.
Q BioMed Inc. -- http://www.QBioMed.com-- is a biotech
acceleration and commercial stage company. The Company is focused
on licensing and acquiring undervalued biomedical assets in the
healthcare sector. Q BioMed is dedicated to providing these target
assets the strategic resources, developmental support, and
expansion capital needed to ensure they meet their developmental
potential, enabling them to provide products to patients in need.
Q BioMed reported a net loss of $2.05 million for the year ended
Nov. 30, 2022, compared to a net loss of $8.24 million for the
year ended Nov. 30, 2021.
QUALITY HEATING: Court OKs Cash Collateral Access Thru Aug 16
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Quality Heating and Air Conditioning Company, Inc. to continue
using access to cash collateral, on a final basis in accordance
with the budget, through August 16, 2023.
As previously reported by the Troubled Company Reporter, the Debtor
acknowledges and agrees that as of the Petition Date, the claims
and liens of Wilmington Savings Fund Society, FSB: (a) were valid,
binding, enforceable, non-avoidable, and properly perfected and
were granted to, or for the benefit of, Wilmington Savings Fund for
fair consideration and reasonably equivalent value; (b) were senior
in priority over any and all other liens on its prepetition
collateral; (c) were enforceable in accordance with the terms of
the prepetition loan documents; and (d) constitute allowed, secured
claims within the meaning of 11 U.S.C sections 502 and 506.
As adequate protection, Wilmington Savings Fund is granted adequate
protection, replacement security interests in and replacement liens
in post-petition assets acquired using the cash collateral to the
same extent and priority as existed pre-petition in accordance with
section 361. The replacement liens and security interests granted
to Wilmington Savings Fund are automatically deemed perfected upon
entry of the Order without the necessity of the lender taking
possession, filing financing statements, mortgages or other
documents.
As further adequate protection, the Debtor will make regular
monthly payments to WSFS as required under the WSFS loan documents,
in the amounts set forth in the regular monthly statements issued
by WSFS.
The Small Business Administration is granted, as assurance of
adequate protection, replacement liens in postpetition assets to
the same extent and priority as existed pre-petition in accordance
with section 361.
A copy of the Court's prior order is available at
https://urlcurt.com/u?l=BrOqTb from Epiq Corporate Restructuring,
LLC, the claims agent.
The Debtor projects total expenses, on a weekly basis, as follows:
$86,256 for Week 1;
$79,158 for Week 2;
$62,962 for Week 3;
$57,864 for Week 4;
$19,518 for Week 5;
$19,518 for Week 6;
$19,518 for Week 7; and
$19,481 for Week 8.
About Quality Heating and Air Conditioning
Headquartered in Newport, Delaware, Quality Heating and Air
Conditioning provides HVAC and sheet metal services across the
Delaware, Maryland, Pennsylvania, New Jersey and Virginia areas.
Quality Heating specializes in the construction and commercial
industries and was founded over 50 years ago. It is capable of all
phases of sheet metal work and has worked on an extensive variety
of projects including new construction, industrial, pharmaceutical,
medical, educational, remodels and design-build. It has over 40,000
square feet of space dedicated to custom fabrication.
Quality Heating sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10354) on March 27,
2023. In the petition signed by Horace Adam Wahl, III, president,
the Debtor disclosed up to $50 million in both assets and
liabilities.
Judg Karen B. Owens oversees the case.
The Debtor tapped Gellert Scali Busenkell & Brown, LLC as legal
counsel and SC&H Group, Inc. as investment banker. Epiq Corporate
Restructuring, LLC is the claims and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Morris James, LLP.
RAGING BULL: August 1 Disclosure Statement Hearing Set
------------------------------------------------------
Judge Mindy A. Mora has entered an order within which August 1,
2023 at 1515 N. Flagler Drive, 8th Floor, Courtroom A, West Palm
Beach, FL 33401 is the hearing to consider approval of the
disclosure statement of Raging Bull Investments Limited.
Judge Mora further ordered that July 25, 2023 is the deadline for
filing objections to disclosure statement.
A copy of the order dated June 15, 2023 is available at
https://urlcurt.com/u?l=pf0wez from PacerMonitor.com at no charge.
About Raging Bull Investments Limited
Raging Bull Investments Limited is a limited partnership organized
under the laws of the State of Florida that owns a 1.5% working
interest in and to an oil & gas lease in Loving County, Texas. The
Debtor filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-17916) on October 12,
2022. In the petition filed by Mark S. Croft, as manager and
partner, the Debtor reported assets between $500,000 and $1 million
and liabilities between $10 million and $50 million.
The Debtor is represented by Craig I Kelley of Kelley, Fulton &
Kaplan, P.L.
RECONEXT: Moody's Affirms 'Caa2' CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service affirmed 4L Holdings Corporation's
("Reconext") Corporate Family Rating of Caa2. Concurrently, Moody's
affirmed the senior secured bank credit facility of Caa2 and
assigned a Caa2 rating to the company's amended term loan due June
2025. Moody's affirmed and appended a limited default ("/LD")
designation to Reconext's Caa2-PD Probability of Default Rating.
The outlook changed to stable from negative.
On May 5, 2023 Reconext entered into a second amendment to their
existing loan agreement to establish a new class of term loans with
a June 2025 maturity. Approximately $75 million of the existing
term loan was extended, and allows for interest to be paid-in-kind
(PIK). The /LD designation to the PDR reflects that Moody's views
this transaction as a distressed exchange (DE) given creditors
converted their original debt into an obligation with a maturity
date later than previously agreed to with the addition of a PIK
feature.
Assignments:
Issuer: 4L Holdings Corporation
Senior Secured 1st Lien Term Loan due 2025, Assigned Caa2
Affirmations:
Issuer: 4L Holdings Corporation
Corporate Family Rating, Affirmed Caa2
Probability of Default Rating, Affirmed Caa2-PD /LD (/LD
appended)
Senior Secured 1st Lien Term Loan due 2024, Affirmed Caa2
Outlook Actions:
Issuer: 4L Holdings Corporation
Outlook, Changed to Stable from Negative
RATINGS RATIONALE
Reconext's ratings are constrained by high refinancing risk with
the approaching maturities of the company's remaining February 2024
term debt and June 2025 term debt. The credit profile is also
pressured by weak EBITDA margins and declining sales; thin free
cash flow (FCF) generation, with negative FCF in the past two
years; weak quality of earnings reliant on significant one-time add
backs; shifting demand and product life-cycles for aftermarket
electronics that results in earnings volatility; and the challenges
of operating within a highly competitive market with modest
customer concentration, with the largest and top ten customers
accounting for roughly 10% and 50% of revenue, respectively.
The ratings are supported by Reconext's deleveraging efforts; the
company's diverse geographic footprint and improved diversification
of services and customers; and potential for FCF generation in the
next 12-24 months as one-time restructuring costs abate.
Reconext has adequate liquidity supported by around $12 million in
cash and a $30 million ABL. The company's liquidity profile is
constrained by negative FCF generation and approaching term loan
maturities of around $6 million in February 2024 and $75 million in
June 2025.
The Credit Impact Score of CIS-5 reflects governance concerns
regarding the company's distressed exchange, approaching debt
maturities, a prior bankruptcy, and controlled ownership.
The change in outlook to stable from negative reflects the
extension of a large portion of Reconext's maturities to June 2025
from February 2024, somewhat reducing refinancing and DE risks.
However, the company still faces high refinancing risks with debt
maturities in 2024 and 2025. Over the next 12-18 months, Reconext
will need to manage a difficult macroeconomic environment as
topline, earnings, and cash flow growth are challenged by consumer
volumes and pricing pressures. Operational improvement will rely on
output volume and the ability to control costs with pricing
actions. Cash flow generation will be pressured by a higher
interest rate environment, and will rely on inventory management,
collections timing, and PIK versus cash interest payments.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a rating upgrade if Reconext refinances its
maturities on terms that improve the sustainability of the capital
structure. Downward rating pressure could develop if liquidity
becomes constrained with less than $10 million of total liquidity
available.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
4L Holdings Corporation ("Reconext") is a provider of end-to-end
aftermarket life-cycle services for electronics. The Company serves
manufacturers, operators, retailers, data centers, and large
corporations within the consumer electronics, customer premises
equipment, enterprise network and data storage, IoT, mobile, and
point of sale equipment industries. Services include returns
management and fulfillment, testing and grading, repair and
refurbishment, asset recovery, and trade-in. The company has an
operational footprint of roughly 2.5 million square feet across 18
manufacturing and distribution facilities in the Americas, APAC,
and Europe. Reconext emerged from bankruptcy in February 2020 under
the ownership of a lender group comprised of the company's previous
secured creditors and private equity firm Vector Capital. Revenue
for the twelve months ending March 31, 2022 was under $400 million.
RENNASENTIENT INC: Court OKs Interim Cash Collateral Access
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Raleigh Division, authorized Rennasentient, Inc. to use
cash collateral on an interim basis in accordance with the budget,
with a 10% variance.
The Debtor requires the use of cash collateral to pay its ordinary
operating expenses. The Debtor has argued that cash collateral
access is necessary to avoid irreparable harm to its rehabilitation
under the Bankruptcy Code.
Wells Fargo Bank and the U.S. Small Business Administration assert
an interest in the Debtor's cash collateral. Wells Fargo is owed
$839,037 and the SBA $163,130.
As adequate protection, the Secured Creditors are granted a lien in
after-acquired revenue to the same extent and priority as they had
prior to the filing of the case.
Wells Fargo is entitled to additional adequate protection in the
form of payment of $5,000 during the second interim period, to be
delivered no later than June 16, 2023.
The Debtor will remain current in the payment of all post-petition
federal, state, and local tax liabilities, including but not
limited to accruing ad valorem property taxes, sales taxes, payroll
taxes and income taxes.
A further hearing on the matter is set for July 18, 2023 at 11
a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=BBzfhC from PacerMonitor.com.
The Debtor projects $90,000 in revenue and $90,580 in total
expenses for the period June 21 to July 20, 2023.
About Rennasentient, Inc.
Rennasentient, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00485) on February 21,
2023. In the petition signed by Eric Webb, president, the Debtor
disclosed up to $1 million in assets and up to $10 million in
liabilities.
Judge David M. Warren oversees the case.
Philip M. Sasser, Esq., at Sasser Law Firm, represents the Debtor
as legal counsel.
Attorney for Wells Fargo Bank:
Poyner Spruill, LLP
Matthew P. Weiner, Esq.
301 Fayetteville Street, Suite 1900
Raleigh, NC 27601
RIBA FOODS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Riba Foods, Inc.
aka Riba Foods
3701 Arc Street
Houston TX 77063
Business Description: Riba Foods manufactures and markets a
variety of salsas, dips and quesos under
the Arriba! Salsa and Texas Pepper Works
brand names.
Chapter 11 Petition Date: June 21, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-60028
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: Richard Lee Fuqua II, Esq.
FUQUA & ASSOCIATES, P.C.
8558 Katy Freeway
Suite 119
Houston TX 77024
Tel: (713) 960-0277
Fax: (713) 960-1064
Email: RLFuqua@FuquaLegal.com
Total Assets: $3,665,293
Total Liabilities: $9,476,352
The petition was signed by Miguel A. Barrios as CEO.
A copy of the Debtor's lis of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/VLLC5JI/Riba_Foods_Inc__txsbke-23-60028__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/OCJHJ3Q/Riba_Foods_Inc__txsbke-23-60028__0001.0.pdf?mcid=tGE4TAMA
ROOSEVELT INN: August 24 Plan Confirmation Hearing Set
------------------------------------------------------
Roosevelt Inn, LLC, and Roosevelt Motor Inn, Inc., filed with the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania a
motion for entry of an order approving the Disclosure Statement.
On June 15, 2023, Judge Ashely M. Chan granted the motion and
ordered that:
* The Disclosure Statement is approved as containing adequate
information within the meaning of section 1125(a) of the Bankruptcy
Code.
* The Confirmation Hearing shall be held on August 24, 2023,
at 10:00 a.m.
* August 1, 2023 at 4:00 p.m. is the Voting Deadline.
* August 4, 2023 at 4:00 p.m. is fixed as the last day to file
objections to Plan confirmation.
* Debtors' Counsel in these Chapter 11 Cases shall process and
tabulate Ballots in accordance with the Solicitation Procedures and
file the Voting Report no later than the Voting Report deadline of
August 7, 2023.
* The Debtors or other parties in interest may file and serve
a reply or replies to any objections or responses to confirmation
of the Plan on or before the Confirmation Brief/Plan Reply Deadline
of August 15, 2023.
A copy of the order dated June 15, 2023 is available at
https://urlcurt.com/u?l=aiKcmw from PacerMonitor.com at no charge.
Attorneys for the Debtors:
Aris J. Karalis, Esq.
Robert W. Seitzer, Esq.
Robert M. Greenbaum, Esq.
KARALIS PC
1900 Spruce Street
Philadelphia, PA 19103
Tel: (215) 546-4500
About Roosevelt Inn
Roosevelt Inn, LLC, is a Philadelphia-based company that operates
in the traveler accommodation industry.
Roosevelt Inn and its affiliate, Roosevelt Motor Inn, Inc., filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Lead Case No. 21-11697) on June 16, 2021,
listing as much as $10 million in both assets and liabilities.
Anthony Uzzo, manager, signed the petitions.
Judge Ashely M. Chan presides over the cases.
The Debtors tapped Karalis, PC as bankruptcy counsel; Asterion,
Inc., as financial advisor; A. Uzzo & Company, CPA's PC as
bookkeeper; and Blank Rome, LLP and Reed Smith, LLP as special
counsel.
RTW CONSTRUCTION: Cash Collateral Access, $1MM DIP Loan OK'd
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey authorized
RTW Construction, Inc. on an interim basis, to continue using cash
collateral and obtain post-petition financing from Change Capital
Holdings I, LLC as set forth in the budget.
As previously reported by the Troubled Company Reporter, Change
Capital is providing a credit revolver that will allow the Debtor
to obtain funds, repay, and obtain more funds up to the maximum
principal amount of $1 million with a maximum outstanding amount
during the initial 13-week period of not more than $250,000.
The Debtor acknowledges that separate and apart from its
negotiations with the DIP Lender, the Debtor has assured First
Indemnity of America Insurance Company that proceeds of each of the
Debtor's contracts for which FIA issued a surety bond will be
deposited into a segregated bank account and used first to pay:
(a) beneficiaries of the New Jersey Trust Fund Act (NJ Rev.
Stat section 2A:44-148) associated with a particular Bonded
Contract who are unpaid at the time of the Debtor's receipt of the
funds; or
(b) FIA directly to the extent FIA pays the claims (e.g.,
claims to subcontractors and material suppliers for a particular
Bonded Contract).
The security interest and lien granted post-petition by the Debtor
to the DIP Lender pursuant to the DIP Loan Documents is approved
and granted on a first priority basis on all assets of the Debtor,
subject to (i) valid and properly perfected pre-petition liens and
(ii) the Trust Fund Act.
The Order will be sufficient evidence of the DIP Lender's perfected
post-petition lien and security interest in all of the Debtor's
assets and will be binding, enforceable, and perfected upon the
entry of the Order.
As adequate protection for the Debtor's continued use of the DIP
Lender's cash collateral, to the extent of any diminution in the
value of its collateral, the DIP Lender continues to be granted a
replacement lien in all of the Debtor's presently owned or
hereafter acquired property and assets.
The DIP Lender is also granted, to the extent of any diminution in
the value of its collateral, an allowed super priority
administrative claim as provided in 11 U.S.C. section 507(b) of the
Debtor's estate which will have priority in payment over any other
indebtedness and/or obligations now in existence or incurred
thereafter by the Debtor and over all administrative expenses or
charges against property arising in the Debtor's Chapter 11 case or
any superseding Chapter 7 case.
The events that constitute an "Event of Default" include:
(a) The Court enters an order authorizing the sale of all or
substantially all assets of the Debtor that does not provide for
the payment in full to the DIP Lender of its claims in cash upon
the closing of the sale, unless otherwise agreed by the DIP Lender
in its sole and absolute discretion;
(b) The Court enters an order granting relief from the
automatic stay with respect to assets of the Debtor's estate to (i)
a secured party, (ii) any landlord of the Debtor, (iii) any other
third party if the affected assets of the Debtor total more than
$10,000;
(c) The Debtor ceases operations of its present business or
takes any material action for the purpose of effecting the
foregoing without the prior written consent of the DIP Lender,
except to the extent contemplated by the Budget;
(d) The Debtor's bankruptcy case is either dismissed or
converted to a Chapter 7 case, pursuant to an order of the Court,
the effect of which has not been stayed; and
(e) A Chapter 11 trustee, an examiner, or any other
responsible person or officer of the Court with similar powers is
appointed by order of the Court, the effect of which has not been
stayed.
A copy of the order and the Debtor's budget is available at
https://urlcurt.com/u?l=anzjTt from PacerMonitor.com.
The budget provides for total operating expenses, on a weekly
basis, as follows:
$32,885 for the week ending June 2, 2023;
$28,850 for the week ending June 9, 2023;
$18,000 for the week ending June 16, 2023; and
$18,000 for the week ending June 23, 2023.
About RTW Construction, Inc.
RTW Construction, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 21-18595) on November
4, 2021. In the petition signed by Randy Worrell, chief executive
officer, the Debtor disclosed $1,376,365 in assets and $3,032,627
in liabilities.
Judge Christine M. Gravelle oversees the case.
Vincent Roldan, Esq., at Mandelbaum and Salsburg PC is the Debtor's
counsel.
Change Capital Holdings I, LLC, the DIP lender, is represented by
Henry G. Swergold, Esq., at Platzer, Swergold, Goldberg, Katz &
Jaslow, LLP.
S2 ENERGY: Wins Interim Cash Collateral Access
----------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorized S2 Energy Operating, LLC; Krewe Energy, LLC; S2 Energy
1, LP; and Krewe-TBay, LLC to use cash collateral on an interim
basis in accordance with the budget, with a 20% variance.
The Debtors' secured creditors consist of CRC Krewe Energy AIV, LLC
(in the case of Krewe) and various creditors who assert a lien
against certain assets of a Debtor pursuant to the Louisiana
Oilfield Well Lien Act.
To protect against any diminution in value of cash collateral, to
the extent that the Secured Creditors are legally entitled to such
protection under the Bankruptcy Code, the Secured Creditors will
have a super-priority administrative expense claim in the case in
which they possess a secured claim in the amount of such diminution
in the value of their collateral and for the Debtors use of the UCC
collateral as provided in and to the extent required by sections
503(b) and 507(b) of the Bankruptcy Code, subject and subordinate
only to the Carve-Out.
As additional adequate protection for any diminution in value of
cash collateral, the Secured Creditors are granted, effective
immediately, subject to the entry of the Final Order, and without
the necessity of the execution by the Debtors of financing
statements, mortgages, security agreements, or otherwise,
replacement and continued security interests in and liens on the
post-petition Date assets of a Debtor and its estate on which and
to the extent that the Secured Creditors held valid and perfected
liens as of the Petition Date and all proceeds, rents and products
of all of the foregoing and all distributions thereon with the same
validity, perfection, priority, and extent which existed prior to
the Petition Date, and subject to (a) the Carve-Out and (b) valid,
perfected, enforceable and nonavoidable liens and security
interests granted by law or by the Debtors to any person or entity
that were superior in priority to the prepetition security
interests and liens held by the Secured Creditors, and only to the
extent such prepetition senior liens are not otherwise subject to
avoidance or subordination, which Adequate Protection Liens are
granted to secure the amount (if any) of any Super-priority Claim.
The Adequate Protection Liens and Super-priority Claims granted to
the Secured Creditors and any other lender claiming an interest in
the Debtors' cash which may constitute cash collateral or for the
use of UCC Collateral is subject to the right of payment of unpaid
fees, expenses and costs, of the following:
(a) Court costs and U.S. Trustee's fees; and
(b) $100,000 for all professionals retained by the Debtors and
any official committee of unsecured creditors or other similar
committee appointed by the Bankruptcy Court.
A further hearing on the matter is set for August 15, 2023 at 11
a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=QA1xSK from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$90,000 for the week starting June 18, 2023;
$163,085 for the week starting June 25, 2023;
$0 for the week starting July 2, 2023;
$90,000 for the week starting July 9, 2023;
$608,368 for the week starting July 16, 2023;
About S2 Energy Operating LLC
S2 Energy Operating LLC is engaged in the acquisition, exploitation
and development of creative business ventures within the shallow
waters of the Gulf of Mexico and onshore south Louisiana.
S2 Energy Operating, LLC, along with affiliates Krewe Energy, LLC,
S2 Energy 1, LP, and Krewe-TBay, LLC, sought Chapter 11 bankruptcy
protection (Bankr. E.D. La. Lead Case No. 23-10066) on Jan. 17,
2023. In the petition filed by Barry R. Salsbury, as manager, S2
Energy Operating reported assets and liabilities between $1 million
and $10 million.
Judge Meredith S. Grabill oversees the case.
The Debtors are represented by Douglas S. Draper, Esq., at Heller,
Draper & Horn L.L.C.
SAFE ELECTRIC: Court OKs Cash Collateral Access Thru July 12
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Safe Electric, LLC to use cash
collateral on an interim basis in accordance with the budget,
through July 12, 2023.
As previously reported by the Troubled Company Reporter, prior to
the Petition Date, the Debtor obtained financing from Regions Bank,
which is purportedly secured by a lien on the Debtor's cash and
cash equivalents. Regions may assert a first priority security
interest in the Debtor's cash and cash equivalents by virtue of a
UCC-1 Financing Statement filed with the State of Florida on
February 8, 2018. In addition, there may be other parties that
assert their interest on the Debtor's cash equivalents, which
interests are inferior to Regions.
The Debtor is permitted to use cash collateral to pay:
(a) amounts expressly authorized by the Court, including
payments to the Subchapter V Trustee and payroll obligations
incurred post-petition in the ordinary course of business;
(b) the current and necessary expenses set forth in the
budget, plus an amount not to exceed 10% for each line item; and
(c) additional amounts as may be expressly approved in writing
by Regions Bank.
The Court said Regions Bank and those creditors retaining inferior
security interests with respect to the Debtor's cash and cash
equivalents will have a perfected post-petition lien against cash
collateral to the same extent and with the same validity and
priority as the prepetition lien, without the need to file or
execute any documents as may otherwise be required under applicable
non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under all applicable loan and
security documents.
A continued hearing on the matter is set for July 12 at 10 a.m.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=mCOAqz from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$44,914 for the week of June 4, 2023;
$2,300 for the week of June 11, 2023;
$2,300 for the week of June 18, 2023;
$2,300 for the week of June 25, 2023;
$2,300 for the week of July 2, 2023; and
$57,867 for the week of July 9, 2023.
About Safe Electric, LLC
Safe Electric, LLC is an electrical contractor serving commercial
and residential clients.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02185) on June 2,
2023. In the petition signed by Jesus A. Castro, sole managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Tiffany P. Geyer oversees the case.
Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
SAN ANTONIO ASPHALT: Seeks Cash Collateral Access
-------------------------------------------------
San Antonio Asphalt & Maintenance, LLC asks the U.S. Bankruptcy
Court for the Western District of Texas, San Antonio Division, for
authority to use cash collateral to pay employees, to purchase
supplies, to pay service providers, to pay administrative expenses
incurred by the Debtor's Bankruptcy Estate, and pay other ongoing
usual and necessary expenses incurred in the day-to-day operation
of the practice.
As of the Petition Date, the creditors holding security interests
in the Debtor's assets that constitute cash collateral, include the
Small Business Administration and BK Sealer and Coating Mix P.C.,
to the extent the value of the Debtor's assets exceed the SBA's
security interest.
Other unsecured debt is estimated to be approximately $417,709.
In April 2020, the Debtor obtained a $150,000 loan from the SBA.
The parties' Loan and Security Agreement granted the lender a
security interest in all of the Debtor's assets. The SBA holds a
first-priority security interest in the Collateral.
As adequate protection, the SBA will be granted a replacement lien
in all post-petition property of the Debtor, of the same nature, to
the same extent, and with the same priority as the lien existing as
of the Petition Date. In addition, the Debtor proposes to make
monthly payments, at the contract rate, to the SBA, plus a monthly
principal payment in the amount of $730.
A copy of the motion is available at https://urlcurt.com/u?l=7vgEdy
from PacerMonitor.com.
About San Antonio Asphalt & Maintenance, LLC
San Antonio Asphalt & Maintenance, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No.
23-50646-cag) on May 31, 2023.
In the petition signed by David Singh, owner, the Debtor disclosed
up to $500,000 in both assets and liabilities.
Heidi McLeod, Esq., at Heidi McLeod Law Office, PLLC, represents
the Debtor as legal counsel.
SC BEACH: Taps Hodges Ward Elliot as Broker
-------------------------------------------
SC Beach Partnership, LLC seeks approval from the U.S. Bankruptcy
Court for the District of South Carolina to employ Hodges Ward
Elliot, LLC.
The Debtor requires the services of a real estate broker in
connection with the sale of 159 condominium units in which it owns
tenant in common interests. The properties are located at 1304 N.
Ocean Boulevard, Myrtle Beach, S.C.
The firm will get 1.75 percent of the gross sale price of the
condominium units, plus 5 percent of the amount of the sale price
over $15 million. In addition to the fee, the firm will receive
expense reimbursement of up to $3,000 from the sale proceeds.
William Hodges, a partner at Hodges Ward Elliot, 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:
William M. Hodges, Esq.
Hodges Ward Elliot, LLC
The Sovereighn Building, 25th Floor
3344 Peachtree Road, N.E.
Atlanta, GA 30326
Tel: (404) 233-6000
About SC Beach Partnership
SC Beach Partnership, LLC, doing business as Edisto Vacay, owns
fractional tenant in common ownership interest in 159 apartment
units of The Yachtsman Resort (Horizontal Property Regime) located
at 1304 N. Ocean Blvd., in Myrtle Beach, S.C. The value of the
Debtor's interest is $993,343.
SC Beach Partnership filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 22-03258)
on Nov. 29, 2022, with $1,098,058 in assets and $2,902,370 in
liabilities. Alexander Krakovsky, manager, signed the petition.
Judge Elisabetta Gm Gasparini presides over the case.
Julio E. Mendoza, Jr., Esq., at Nexsen Pruet, LLC serves as the
Debtor's legal counsel.
SHIFRIN & ASSOCIATES: Unsecureds to Get Share of Income for 5 Years
-------------------------------------------------------------------
Shifrin & Associates filed with the U.S. Bankruptcy Court for the
Eastern District of Missouri a First Subchapter V Plan of
Reorganization dated June 15, 2023.
The Debtor operates an environmental consulting company
specializing in due diligence and site assessments for construction
projects.
Following the Covid pandemic and consequential business slowdown,
Debtor struggled to remain current on its secured debt and tax
obligations. After assessing its financial situation, Debtor filed
its bankruptcy case on March 17, 2023. Debtor is now addressing its
financial situation as a whole and Debtor felt that a Subchapter V
Chapter 11 reorganization was the best business decision for its
long-term future. Debtor believes that its present income supports
the Plan.
Pursuant to the Plan, Debtor proposes to pay its Creditors, after
confirmation and the Effective Date of the Plan, from a combination
of monies that Debtor has accumulated during this Chapter 11 Case
and future disposable income received by Debtor for 5 years
following the Effective Date of the Plan.
Class 4 consists of General Unsecured Claims. The holders of
Allowed General Unsecured Claims will receive their Pro Rata share
of Excess Monthly Income quarterly for 5 years or until the holders
of Allowed Class 4 Claims are paid in full, whichever is shorter.
General Unsecured Claims in Class 4 are Impaired, and the holders
thereof are entitled to vote to accept or reject the Plan.
Class 5 consists of all Allowed Interests in Debtor. All Class 5
Allowed Interests will be retained on the Effective Date and
therefore are unimpaired under the Plan. Class 5 is deemed to have
accepted the Plan, and therefore is not entitled to vote.
All of Debtor's Excess Monthly Income and cash accumulated since
the Petition Date will be used to fund the Plan.
A full-text copy of the Subchapter V Plan dated June 15, 2023 is
available at https://urlcurt.com/u?l=87kPHB from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Robert E. Eggmann, Esq.
Thomas H. Riske, Esq.
Carmody MacDonald, PC
120 South Central Avenue, Suite 1800
St. Louis, MO 63105
Telephone: (314) 854-8600
Facsimile: (314) 854-8660
Email: ree@carmodymacdonald.com
thr@carmodymacdonald.com
About Shifrin & Associates
Shifrin & Associates operates an environmental consulting company
specializing in due diligence and site assessments for construction
projects.
Shifrin & Associates sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 23-40921) on March
17, 2023, with up to $50,000 in assets and $100,001 to $500,000 in
liabilities.
Judge Brian C. Walsh oversees the case.
Robert E. Eggmann, Esq., at Carmody MacDonald P.C., is the Debtor's
legal counsel.
SIANA OIL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Siana Oil & Gas Co., LLC
PO Box 2246
Conroe, TX 77305-2246
Chapter 11 Petition Date: June 21, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 23-32279
Debtor's Counsel: Reese Baker, Esq.
BAKER & ASSOCIATES
950 Echo Ln Ste 300
Houston TX 77024-2824
Email: courtdocs@bakerassociates.net
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Tom M. Ragsdale as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WQL6F6Q/Siana_Oil__Gas_Co_LLC__txsbke-23-32279__0001.0.pdf?mcid=tGE4TAMA
SILVER TRIDENT: Court OKs Cash Collateral Access Thru June 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Silver Trident Distributions LLC d/b/a
C & B Chemical to use cash collateral on an interim basis in
accordance with the budget, through June 30, 2023.
As previously reported by the Troubled Company Reporter, 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 final hearing on the matter is set for June 29 at 9:30 a.m.
A copy of the order is available at https://urlcurt.com/u?l=teaqRi
from PacerMonitor.com.
A copy of the Debtor's budget is available at
https://urlcurt.com/u?l=teaqRi from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$18,156 for the week ending June 23, 2023;
$2,145 for the week ending June 30, 2023; and
$22,057 for the week ending July 7, 2023.
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.
SKILLZ INC: Grant Thornton Replaces Ernst & Young as Auditor
------------------------------------------------------------
Effective June 16, 2023, the Audit Committee of the Board of
Directors of Skillz Inc. dismissed Ernst & Young LLP as the
Company's independent registered public accounting firm, according
to a Form 8-K filed by the Company with the Securities and Exchange
Commission.
The Company said the audit reports of EY on the Company's
consolidated financial statements for the fiscal years ended Dec.
31, 2022 and Dec. 31, 2021, did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except the Dec.
31, 2022 EY report included an explanatory paragraph related to the
restatement of the 2021 and 2020 financial statements.
During the fiscal years ended Dec. 31, 2022 and Dec. 31, 2021, and
the subsequent interim period through the Dismissal Date, there
were no disagreements (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) between the Company
and EY on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of EY,
would have caused it to make reference thereto in its audit reports
on the financial statements of the Company for such years.
During the fiscal years ended Dec. 31, 2022 and Dec. 31, 2021, and
through June 16, 2023, there were no "reportable events" as defined
under Item 304(a)(1)(v) of Regulation S-K, except with respect to
(1) the disclosure of material weaknesses in internal control over
financial reporting, which all remain unremediated as of Dec. 31,
2022, related to (i) risk assessment, in which the Company's risk
management process: (a) did not adequately identify financial
statement risks related to the Company's exposure to indirect taxes
that impacted the indirect tax liability in the Company's
consolidated balance sheets and resulted in a restatement of its
previously issued consolidated financial statements, and (b) did
not timely identify third party service organizations on which the
Company relies that were not planning to issue System Organization
Controls ("SOC") reports, or issued SOC reports with qualified
opinions, (ii) information technology general controls, in which
the Company did not maintain sufficient: (a) user access controls
to ensure appropriate segregation of duties and adequately restrict
user and privileged access to financial applications, programs, and
data to appropriate Company personnel, and (b) program change
management controls to ensure that information technology program
and data changes affecting financial information technology
applications and underlying records are identified, tested,
authorized, and implemented appropriately, and (iii) internal
control over accounting processes, in which our controls designed
to properly evaluate certain accounting processes, including where
management review was involved, did not operate effectively due to
the lack of sufficient documentation or evidence retained to
demonstrate management's review, and (2) the Company's: (i)
restatement of its Consolidated Balance Sheet as of Dec. 31, 2021,
and the related Consolidated Statements of Operations and
Comprehensive Loss, Changes in Stockholders' Equity, and
Consolidated Statements of Cash Flows for the year ended Dec. 31,
2021, (ii) restatement of its Unaudited Quarterly Financial Data
for the three quarters of the year ended Dec. 31, 2022, (iii)
restatement of its Unaudited Quarterly Financial Data for each
quarter of the year ended Dec. 31, 2021, and (iv) amendment of its
Management's Discussion and Analysis of Financial Condition and
Results of Operations for the year ended Dec. 31, 2021, all of
which restatements and amendments have been included in the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2022. The above reportable events were discussed between the Audit
Committee and EY, and EY has been authorized by the Company to
respond fully to inquiries by Grant Thornton LLP, the successor
registered public accounting firm of the Company, concerning the
reportable events.
Also on June 16, 2023, the Audit Committee, based on management's
recommendation, approved the selection of GT, effective
immediately, as the Company's new independent registered public
accounting firm for the Company's fiscal year ending Dec. 31,
2023.
During the fiscal years ended Dec. 31, 2022 and Dec. 31, 2021, and
through June 16, 2023, neither the Company, nor anyone on its
behalf, consulted GT regarding either (i) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on
the financial statements of the Company and neither a written
report nor oral advice was provided to the Company that GT
concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing, or financial
reporting issue; or (ii) any matter that was the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) or a reportable event (as defined in
Item 304(a)(1)(v) of Regulation S-K).
About Skillz Inc.
Headquartered in San Francisco, California, Skillz --
www.skillz.com -- is a mobile games platform dedicated to bringing
out the best in everyone through competition. The Skillz platform
helps developers create multi-million dollar franchises by enabling
social competition in their games. Leveraging its patented
technology, Skillz hosts billions of casual eSports tournaments for
millions of mobile players worldwide, with the goal of building the
home of competition for all.
Skillz reported a net loss of $438.87 million in 2022, a net loss
of $187.92 million in 2021, and a net loss of $149.08 million in
2020. As of March 31, 2023, the Company had $612.16 million in
total assets, $357.77 million in total liabilities, and $254.38
million in total stockholders' equity.
* * *
As reported by the TCR on April 28, 2023, Moody's Investors Service
downgraded Skillz Inc.'s corporate family rating to Caa2 from Caa1
following the company's recent repurchase of more than 50% of its
outstanding debt at sizable discount to par, reducing available
liquidity to fund projected cash flow deficits.
Also in April 2023, S&P Global Ratings raised its issuer credit
rating to 'CCC+' from 'SD' (selective default). The negative
outlook reflects uncertainty around the company's ability to turn
its substantially negative cash flow positive over the next three
years given ongoing challenges in right-sizing its operations and
its unproven business model.
SOLER & SOLER: Gets OK to Hire Dinnall Fyne & Co. as Accountant
---------------------------------------------------------------
Soler & Soler Hauling, Inc., received approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Dinnall Fyne & Company, Inc. as its accountant.
The Debtor requires an accountant to provide tax advice and assist
in the preparation of its monthly operating reports, tax returns,
and projections for its Chapter 11 plan of reorganization.
The hourly rates charged by the firm for its services are as
follows:
Alan Fyne $300 per hour
Senior Accountants $175 per hour
Staff Members $75 per hour
Mr. Fyne, a partner at Dinnall Fyne & Company, disclosed in a court
filing that he is a "disinterested person" pursuant to Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Alan Fyne
Dinnall Fyne & Company Inc.
1515 N. University Drive, Suite 101
Coral Springs, FL 33071
Phone: +1 954-340-5696
About Soler & Soler Hauling
Soler & Soler is a family-owned cargo hauling company that operates
interstate in 48 states. It is based in Miami, Fla.
Soler & Soler Hauling filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-11917) on March 10, 2023, with $1,187,949 in assets and
$5,946,472 in liabilities. Edisley Soler Negrin, president, signed
the petition.
Judge Laurel M. Isicoff oversees the case.
Timothy S. Kingcade, Esq., at Kingcade, Garcia & McMaken, P.A. and
Zach B. Shelomith, Esq., at Leiderman Shelomith + Somodevilla, PLLC
serve as the Debtor's legal counsels. Dinnall Fyne & Company, Inc.
is the Debtor's accountant.
STULTZ & STEPHAN: Seeks Cash Collateral Access
----------------------------------------------
Stultz & Stephan, Ltd. asks the U.S. Bankruptcy Court for the
Southern District of Ohio, Eastern Division, for authority to use
cash collateral and provide adequate protection.
The Debtor has experienced financial hardship due to multiple
factors, primarily the loss of key personnel and the rising cost of
debt service.
The Debtor is seeking to restructure through the filing of the
Chapter 11 proceeding and intends to submit a plan of
reorganization.
The Debtor's use of cash collateral will provide working capital to
the Debtor for use its operations in accordance with the Budget.
The Huntington National Bank has or may claim to have security
interests in the Debtor's cash collateral.
On April 22, 2016, the Debtor, through the U.S. Small Business
Administration, entered into a business loan agreement with HNB for
a loan in the principal amount of $1.746 million. On the same date,
the Debtor entered into a line of credit with HNB in the principal
amount of $100,000.
The Debtor believes HNB is secured by two assets that constitute
"cash collateral" under section 363 of the Bankruptcy Code: the
Debtor's accounts receivable, with an estimated value of $16,170 as
of the Petition Date, as well as the cash in the Debtor's checking
account with maintained at HNB, with a balance of approximately
$310 as of the Petition Date.
In addition to the HNB Account, the Debtor maintained deposit
accounts at Croghan Colonial Bank and First Foundation Bank. The
Debtor also maintains an IOLTA account at Croghan Colonial Bank
which the Debtor believes is not property of the estate under
section 541 of the Bankruptcy Code because the Debtor does not own
an equitable interest in those funds.
The Debtor asserts the Secured Creditor is adequately protected
because its lien will be regranted in and to the post-petition
assets to the extent of the validity and priority of its
pre-petition lien, if any, and the value of the Debtor's cash
collateral will be maintained at current levels, if not enhanced,
over the period of the proposed Budget.
Adequate protection is also provided to the Secured Creditor by and
through the Debtor only spending cash collateral in accordance with
the line items of expense categories set forth in the Budget, and
by the reporting that the Debtor will make to the Secured
Creditor.
A copy of the motion is available at https://urlcurt.com/u?l=ChqLlj
from PacerMonitor.com.
About Stultz & Stephan, Ltd.
Stultz & Stephan, Ltd. is an Ohio limited liability company which
operates a law firm with offices located in Tiffin and Columbus,
Ohio.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-52039) on June 16,
2023. In the petition signed by Michael D. Stultz, member, the
Debtor disclosed up to $1 million in assets and up to $10 million
in liabilities.
John W. Kennedy, Esq., at Strip Hoppers Leithart McGrath & Terlecky
Co., LPA, represents the Debtor as legal counsel.
THREE AMINOS: Case Summary & 14 Unsecured Creditors
---------------------------------------------------
Debtor: Three Aminos, LLC
120 S. Third Avenue
Franklin, TN 37064
Chapter 11 Petition Date: June 21, 2023
Court: United States Bankruptcy Court
Middle District of Tennessee
Case No.: 23-02202
Judge: Hon. Charles M. Walker
Debtor's Counsel: Austin L. McMullen, Esq.
BRADLEY ARANT BOULT CUMMINGS LLP
1600 Division Street, Suite 700
Nashville, TN 37203-2754
Tel: 615-252-2307
Email: amcmullen@bradley.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Laura Lile as authorized
representative.
A copy of the Debtor's list of 14 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/BFZSFBA/Three_Aminos_LLC__tnmbke-23-02202__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/A7TPWCA/Three_Aminos_LLC__tnmbke-23-02202__0001.0.pdf?mcid=tGE4TAMA
TJC SPARTECH: Moody's Lowers CFR to B3, Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded TJC Spartech Acquisition
Corp.'s (Spartech) corporate family rating to B3 from B2,
probability of default rating to B3-PD from B2-PD, and senior
secured credit facilities to B3 from B2. The outlook is stable.
"Destocking and consumer behavior have negatively affected volumes
sold from Spartech's diverse specialty product portfolio, which
materially consists of items serving discretionary end markets.
Uncertainty of the timing around a return to normalized volume
levels, and resulting improvement in credit metrics, is elevated
due to the discretionary nature of these end markets," said Scott
Manduca, Vice President at Moody's.
Cadence uncertainty of volume recovery, along with the impact of
higher interest rates on Spartech's floating rate capital
structure, are expected to continue to weigh on interest coverage
and debt leverage (Moody's adjusted) in 2023, which Moody's
forecast to be around 1.4x and 7.0x, respectively.
Downgrades:
Issuer: TJC Spartech Acquisition Corp.
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD
from B2-PD
Backed Senior Secured 1st Lien Bank Credit Facility,
Downgraded to B3 from B2
Outlook Actions:
Issuer: TJC Spartech Acquisition Corp.
Outlook, Remains Stable
RATINGS RATIONALE
Spartech's B3 CFR reflects the company's small revenue base (scale)
against competition from larger players in its end markets served
and high leverage. The company has material exposure to cyclical
end markets, which in addition to exposure to discretionary
consumer demand for a number of its products, results in a lack of
revenue visibility. Investment in R&D is necessary to differentiate
its product offering and create high switching costs for its
customers, resulting in more stable revenues.
Spartech has a good liquidity profile with cash on the balance
sheet and full availability under its $60 million revolving credit
facility expiring in 2026. There are no near-term maturities, with
its term loan maturing in 2028. In addition, Spartech's capital
expenditure requirements are less than 5% of revenue, which allows
for the company to consistently generate free cash flow that can be
used for absolute debt reduction or to finance bolt on acquisitions
in more stable end markets.
The stable outlook reflects the company's ability to generate free
cash flow given minimal capital expenditures, and an expectation of
better demand trends once destocking subsides.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade would require sustainable improvement in credit metrics,
including EBITDA margin in the mid-teens area and maintaining a
good liquidity position. More specifically, debt-to-EBITDA
(Moody's adjusted) would need to be below 6.0x, EBITDA-to-interest
above 3.0x, and free cash flow-to-debt above 3.5%. A downgrade may
occur if debt-to-EBITDA (Moody's adjusted) is above 7.0x,
EBITDA-to-interest is below 2.0x, and free cash flow-to-debt is
negative.
Headquartered in Maryland Heights, MO, Spartech converts base
polymers or resins into extruded plastic sheet, rollstock,
thermoformed packaging, specialty film laminates, and cast acrylic.
Revenue for the last twelve months ended March 31, 2023 was $465
million. Spartech is a portfolio company of The Jordan Company,
L.P.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.
TRANSOCEAN LTD: Registers 30 Million Shares Under 2015 LTIP
-----------------------------------------------------------
Transocean Ltd. filed a Form S-8 registration statement with the
Securities and Exchange Commission pursuant to General Instruction
E of Form S-8 under the Securities Act of 1933, as amended, to
register an additional 30,000,000 registered shares pursuant to the
Amended and Restated Transocean Ltd. 2015 Long-Term Incentive
Plan.
The Board of Directors of the Company recommended for approval and,
on May 11, 2023, the shareholders of the Company approved an
amendment of the Plan that increased the number of shares
authorized for issuance under the Plan from 85,861,451 to
115,861,451 shares.
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes
in technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services.
Transocean Ltd. reported a net loss of $621 million for the year
ended Dec. 31, 2022, compared to a net loss of $591 million for the
year ended Dec. 31, 2021, a net loss of $568 million for the year
ended Dec. 31, 2020 and a net loss of $1.25 billion for the year
ended Dec. 31, 2019. As of March 31, 2023, the Company had $20.19
billion in total assets, $1.05 billion in total current
liabilities, $8.81 million in total long-term liabilities, and
$10.32 billion in total equity.
* * *
As reported by the TCR on Oct. 18, 2022, S&P Global Ratings raised
the issuer credit rating on Switzerland-domiciled offshore drilling
contractor Transocean Ltd. to 'CCC' from 'SD'. The upgrade
reflects Transocean's enhanced liquidity runway.
TRIMED HEALTHCARE: Seeks Cash Collateral Access
-----------------------------------------------
Trimed Healthcare, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for authority to use cash
collateral in accordance with the budget, with a 10% variance and
provide adequate protection.
The Debtor requires the use of cash collateral to pay essential
operating costs and capital expenditures.
To fund its operations during the COVID-19 emergency, the Debtor
obtained an Economic Injury Disaster Loan credit facility from the
United States Small Business Administration, which is a term loan
in the principal amount of $500,000. The Credit Facility is
evidenced by the Loan and Security Agreement, dated December 17,
2021 by and among the Debtor, as borrowers, and the SBA, as lender.
Amounts outstanding under the Credit Facility are secured by a
perfected UCC-1 security interest in all of the Debtor's business
assets. As of the Petition Date, an aggregate amount of
approximately $400,000 was outstanding under the Credit Facility.
As adequate protection, the Debtor proposes that the SBA receive
post-petition replacement liens to the same extent, validity,
priority, and nature as its pre-petition liens, to the extent that
it is ultimately determined to hold valid liens on the Debtor's
assets.
A copy of the motion and the budget is available at
https://urlcurt.com/u?l=xcA9Xf from PacerMonitor.com.
The Debtor projects total operating expenses, on a weekly basis, as
follows:
$43,748 for the week ending June 21, 2023;
$43,748 for the week ending June 29, 2023;
$44,323 for the week ending July 6, 2023;
$44,323 for the week ending July 14, 2023;
$44,323 for the week ending July 21, 2023; and
$44,323 for the week ending July 28, 2023.
About TriMED Healthcare
TriMED Healthcare LLC -- https://www.trimedhealthcare.net --
provides an array of home care services for those who have
disabilities or simply require a companion. Its services include
personal care, respite care, friendly reassurance, and intermittent
chore assistance.
TriMED Healthcare LLC filed a petition for relief under Subchapter
V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
23-10847) on March 24, 2023. In the petition filed by Beverley
George-Jordan, as president, the Debtor reported assets and
liabilities between $1 million and $10 million each.
The Honorable Bankruptcy Judge Patricia M Mayer oversees the case.
Leona Mogavero, Esq., has been appointed as Subchapter V trustee.
The Debtor is represented by Frank S. Marinas, Esq. at Maschmeyer
Marinas P.C.
UPLAND SOFTWARE: Moody's Affirms 'B2' CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed Upland Software, Inc.'s B2
corporate family rating, B2-PD probability of default rating, and
B2 senior secured first lien credit facility. The outlook is
stable.
The affirmation reflects Moody's expectation that Upland will
continue to generate good free cash flow and maintain ample
liquidity position. This will provide meaningful financial
flexibility as Upland executes its strategic growth plan, leading
to normalized credit metrics following a period of investment and
sunsetting of non-core products.
Affirmations:
Issuer: Upland Software, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured First Lien Bank Credit Facility, Affirmed B2
Assignments:
Issuer: Upland Software, Inc.
Speculative Grade Liquidity Rating, Assigned SGL-1
Outlook Actions:
Issuer: Upland Software, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
The B2 CFR reflects Upland's high leverage as a result of the
company's planned growth investment to realize its strategic plan
as well as lower revenues due to sunsetting of non-core products,
reducing the company's already limited scale. For the LTM period
ended March 31, 2023, adjusted leverage was 6.1x on a Moody's cash
adjusted basis. The rating considers the execution risk inherent in
Upland's growth plan, particularly given the company's prior
unsuccessful effort launched in 2020 to increase cross sell to its
largest customers, thwarted in part by the pandemic. Additionally,
the credit profile incorporates the less indispensable nature of
Upland's products relative to other enterprise software and revenue
retention rates, while solid, are correspondingly lower.
Upland benefits from its diversified product suite in cloud-based
enterprise work management solutions, broad base of large
enterprise customers, geographic and end market diversification,
and recurring revenue representing 94% of the revenue base as of
December 31, 2022. Upland also produces solid free cash flow
afforded by low capital intensity, fixed interest expense as a
result of fully hedging its term debt, and low cash taxes owing to
NOLs, in addition to maintaining an ample cash position.
The stable outlook reflects Moody's expectation that Upland's
revenue will stabilize, and leverage will improve over the next
12-18 months as the company sunsets products as part of its growth
strategy while maintaining solid mid- to high-single digit free
cash flow to debt and sufficient cash balances to fund
investments.
Upland's Speculative Grade Liquidity (SGL) rating of SGL-1 reflects
the company's very good liquidity. Upland had approximately $260
million of cash at March 31, 2023. Moody's expects Upland will
generate between $30 million and $40 million free cash flow over
the next year. The company's undrawn $60 million revolver
terminates in August 2024, weighing on Moody's view of Upland's
external sources. However, the company's cash position and expected
free cash flow generation are sufficient to meet obligations over
the next twelve months in the absence of external sources.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given Upland's high leverage as a result of its strategic
transition, a ratings upgrade is not anticipated over the near
term. The ratings could be upgraded if Upland were to meaningfully
increase revenue scale and free cash flow to debt and materially
reduce leverage. The ratings could be downgraded if Upland's
strategy does not lead to organic growth, or the company pursues
aggressive financial policies, such that leverage exceeds 6.5x (on
a cash-adjusted basis) and free cash flow to debt declines to low
single digits on a sustained basis.
Austin, Texas based Upland is a provider of cloud-based enterprise
work management software and generated revenue of $316 million in
the LTM period ended March 31, 2023. Upland provides software
applications that enhance customers' operational productivity and
support revenue growth initiatives in the areas of project and IT
management, workflow automation, and digital customer engagement.
The principal methodology used in these ratings was Software
published in June 2022.
US TELEPACIFIC: Moody's Lowers PDR to 'D-PD' on Distressed Exchange
-------------------------------------------------------------------
Moody's Investors Service downgraded U.S. Telepacific Corp.'s (TPx)
corporate family rating to Caa2 from Caa1 following the company's
recent closing of a debt amendment and exchange offer (Exchange
Transaction). The outlook remains negative. Concurrently, TPx's
probability of default was downgraded to D-PD as Moody's views the
Exchange Transaction as a distressed exchange (DE). Also
concurrently, Moody's downgraded the rating on the company's
previously outstanding super priority senior secured first lien
credit facilities (Prior Secured Facilities), comprised of a $24.9
million super priority senior secured first lien revolving credit
facility due November 2025 (2025 Revolver) and a $639 million super
priority senior secured first lien term loan due May 2026, to Ca
from Caa1, but these ratings will be withdrawn in the near term as
a consequence of the Exchange Transaction. While approximately $19
million of the $24 million drawn under the 2025 Revolver was
exchanged in the Exchange Transaction, the $5 million that was not
exchanged will remain unrated and outstanding as a first lien
instrument equal in priority ranking to the company's new amended
first lien senior secured term loan due May 2026 (New 1L TL), but
with no covenants given Exchange Transaction amendments. TPx will
not have any other revolving credit facility going forward and is
expected to rely solely on its equity sponsor for liquidity and to
maintain compliance under a $20 million minimum liquidity covenant
in the New 1L TL.
In a few business days, Moody's will upgrade TPx's D-PDR to
Caa2-PD, consistent with the probability of default expectation
embedded in the Caa2 CFR. Moody's assigned a B2 to TPx's $331.52
million New 1L TL and a Ca rating to a $33.15 million third lien
senior secured term loan (New 3L TL) due May 2027 -- both are new
debt instruments issued under the Exchange Transaction.
TPx's private equity sponsor, Siris Capital Group, LLC (Siris),
purchased approximately 50% of the outstanding debt of the
company's Prior Secured Facilities at distressed price levels and
exchanged that debt on an approximate $332 million par value basis
plus an additional cash contribution, under terms of the Exchange
Transaction, into approximately $397 million of a second lien
senior secured term loan due November 2026 (unrated), with a
mandatory pay in kind (PIK) interest feature through maturity. The
amendment under the Exchange Transaction also provided for interest
payment on the New 1L TL to be in the form of a mandatory cash pay
plus PIK format in year one, with optional PIK elections in years
two and three through maturity in May 2026; the New 3L TL pays no
interest through maturity in May 2027.
The downgrades and negative outlook reflect, in part, TPx's
governance weaknesses, including an aggressive financial strategy
and risk management practices as evidenced by very high and still
rising debt leverage (Moody's adjusted) and two distressed DEs in
the span of around 15 months beginning in early 2022. Under private
ownership by Siris, TPx continues to face very high execution risks
associated with its service delivery platform modernization and
technology update programs to improve competitive positioning and
reverse persistent revenue and margin pressures.
Downgrades:
Issuer: U.S. TelePacific Corp.
Corporate Family Rating, Downgraded to Caa2 from Caa1
Probability of Default Rating, Downgraded to D-PD from Caa1-PD
Senior Secured Bank Credit Facility, Downgraded to Ca from Caa1
Assignments:
Issuer: U.S. TelePacific Corp.
Backed Senior Secured Third Lien Term Loan, Assigned Ca
Backed Senior Secured First Lien Term Loan, Assigned B2
Outlook Actions:
Issuer: U.S. TelePacific Corp.
Outlook, Remains Negative
RATINGS RATIONALE
TPx's Caa2 CFR reflects the company's very high leverage, expected
to be well above 10x on a Moody's adjusted basis over the next two
years, after adjusting for one-off costs associated with the
transformational cost rationalization the company expects to
complete within the next two years. Moody's expects leverage to
increase and remain elevated through 2024 when these one-off costs
begin to abate. The company has benefited historically from the
solid support of its equity sponsor, Siris, which has included
equity investments and an ongoing commitment to support minimum
liquidity, likely with additional purchases of second lien debt if
necessary.
Through new and amended facilities, the recent Exchange Transaction
provides the company with enhanced liquidity in the form of
contracted and optional PIK interest payments. These features can
help extend the execution and liquidity runway for the company as
it seeks to better harness growth in the faster growing end markets
of SD-WAN, security and UCaaS over the flat to declining trends in
its legacy, traditional access end markets.
TPx's liquidity is weak as it relies heavily on continued support
by Siris throughout the next several years. The company is expected
to continue to generate negative free cash flow over at least the
next three years, although at a declining rate pending steady and
solid new and existing customer growth while it still incurs costs
associated with its transition to an asset-light model. The company
no longer operates with any active revolving credit facility, but
it does have a liquidity covenant under the New 1L TL that will
require it to maintain at least $20 million of available liquidity
(tested monthly) going forward. Compliance with the minimum
liquidity covenant is entirely dependent upon Siris's support. A
first lien net debt leverage covenant under the New 1L TL is
suspended until the third quarter ending September 30, 2024, at
which time it becomes effective at a defined ratio of 7x. While the
company expects to have cushion under this covenant exceeding 40%,
visibility into TPx's operational progress is limited.
The company's new amended first lien senior secured term loan is
rated B2, three notches above the Caa2 CFR, given the loss
absorption provided by the junior debt in the capital structure,
primarily the unrated second lien senior secured term loan held
entirely by the company's sponsor. The one notch differential
between the B2 first lien senior secured term loan rating and the
LGD model implied rating reflects Moody's expectations of recovery
in a default scenario. The third lien senior secured term loan is
rated Ca, two notches below the Caa2 CFR due to its junior position
in the capital structure below both the B2-rated first lien senior
secured term loan and the unrated second lien senior secured term
loan.
TPx's Credit Impact Score of CIS-5 reflects mostly governance
factors, such as the private ownership of the company by Siris
Capital Group, LLC and a resulting financial policy which allows
for very elevated leverage levels under a protracted and difficult
transformation strategy. Prior to its early June 2023 DE, the
company under Siris ownership completed its first debt exchange
transaction deemed a DE by Moody's in March 2022.
The negative outlook reflects Moody's expectations that TPx will
operate with very high debt leverage (Moody's adjusted) over the
next 2-3 years and face high business execution risks and very
limited financial flexibility without continued financial support
from the sponsor.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Given continuing weak metrics expected over the next 12 to 18
months, positive pressure on the ratings is currently very limited.
The ratings could be upgraded should the company's business
transformation prove both successful and sustainable, leading to
improvement in performance such that Moody's adjusted debt to
EBITDA were to trend towards 6x. An upgrade would also require the
company's standalone liquidity to improve meaningfully.
The ratings could be downgraded further should the company's
business transformation remain prolonged in nature or yield lower
EBITDA growth than expected such that leverage were to remain
exceedingly high leading to increasing concerns over the
sustainability of the capital structure. Any weakening of TPx's
liquidity profile could also lead to a downgrade.
U.S. TelePacific Corp. provides telecommunication, managed network,
IT and security services and cloud-based communications to
approximately 15,000 small and medium-sized business (SMB)
customers in markets across California, Nevada, Texas and New
England. Growth in the company's UCaaS and managed IT services for
SD-WAN, endpoint security and network management are critical to
offsetting revenue contraction and high churn in legacy access
services, which include low bandwidth legacy internet, voice and
wholesale services. TPx generated approximately $517 million of
revenue for the fiscal year ended December 31, 2022.
The principal methodology used in these ratings was
Telecommunications Service Providers published in September 2022.
VISIONARY LABELS: Court OKs Deal on Cash Collateral Access
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Riverside Division, authorized Visionary Labels and Packaging LLC
to use cash collateral on an interim basis in accordance with its
agreement with the U.S. Small Business Administration.
As previously reported by the Troubled Company Reporter, the
Parties agree that portions of the Personal Property Collateral
constitute the SBA cash collateral, pursuant to 11 U.S.C. sections
361. 362, 363(a), (c)(2), and (e). The SBA consents to the Debtor's
continued use of cash collateral until further Court order
regarding use of cash collateral, or the entry of an order
confirming the Debtor's plan of reorganization entry for payment of
the ordinary and necessary expenses as set forth in the budget.
As adequate protection, the SBA will receive a replacement lien(s)
that is deemed valid, binding, enforceable, non-avoidable, and
automatically perfected, effective as of the Petition Date, on all
post-petition revenues of the Debtor to the same extent, priority
and validity that its lien attached to the Personal Property
Collateral. The scope of the Replacement Lien is limited to the
amount (if any) that the cash collateral diminishes post-petition
as a result of the Debtor's post-petition use of the cash
collateral.
The Debtor will continue to remit adequate protection payments to
the SBA before the third of each month in the amount of $2,505, and
continuing until further Court order regarding use of cash
collateral, or the entry of an order confirming the Debtor's plan
of reorganization, whichever occurs earlier.
The SBA will be entitled to a super-priority claim over the life of
the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections
503(b), 507(a)(2) and 507(b), which claim will be limited to any
diminution in the value of the SBA's collateral, pursuant to the
SBA Loan, as a result of the Debtor's use of cash collateral on a
post-petition basis.
The Debtor will use its best efforts to diligently seek
confirmation of a Chapter 11 plan of reorganization. The SBA
reserves its right to object to the Debtor's proposed Chapter 11
plan of reorganization, and does not waive any rights, claims or
interests in the Chapter 11 bankruptcy case. The Parties agree that
as and for additional adequate protection, the Debtor agrees it
will not propose any Plan of Reorganization that pays the SBA less
than $2,505 per month on account of its claim.
The Debtor agrees to maintain insurance on the Personal Property
Collateral and designate the SBA as a loss payee or additional
insured in accordance with the SBA Loan and related loan documents
and agrees to provide proof of insurance within seven days' upon
the SBA's written request.
A copy of the order is available at https://urlcurt.com/u?l=6N0FpZ
from PacerMonitor.com.
About Visionary Labels and Packaging, LLC
Visionary Labels and Packaging, LLC is in the business of labeling
and providing labeled cans to beer brewers and other makers of
canned beverages.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11032) on March 17,
2023. In the petition signed by Frank Sanchez, chief executive
officer, the Debtor disclosed up to $500,000 in assets and up to
$10 million in liabilities.
Judge Magdalena Reyes Bordeaux oversees the case.
Giovanni Orantes, Esq., at The Orantes Law Firm, A.P.C., represents
the Debtor as legal counsel.
WC BRAKER: Chapter 11 Trustee Taps John Mosely as Accountant
------------------------------------------------------------
John Patrick Lowe, the Chapter 11 trustee for WC Braker Portfolio
B, LLC, seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to employ John Mosely, a practicing
accountant in Austin, Texas.
The trustee requires an accountant to give advice regarding tax
matters affecting the Debtor's estate and to prepare income tax
returns and reports.
Mr. Mosely will be compensated at $200 per hour.
In court papers, Mr. Mosley disclosed that he is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
Mr. Mosley can be reached at:
John Mosley
3834 Spicewood Springs Road, Suite 202
Austin, TX 78759
Tel: (512) 327-7777
Fax: (512) 852-4777
About WC Braker Portfolio B
WC Braker Portfolio B, LLC, a company in Austin, Texas, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Texas Case No. 22-10628) on Sept. 29, 2022, with up to $500
million in assets and up to $50 million in liabilities. Judge H.
Christopher Mott oversees the case.
The Debtor is represented by Todd Headden, Esq., at Hayward, PLLC.
John Patrick Lowe, the Debtor's Chapter 11 trustee, tapped Graves
Dougherty Hearon & Moody, PC as legal counsel and John Mosely as
accountant.
WESCO AIRCRAFT: PIMCO, Silver Point Disclose 1L, DIP Claims
-----------------------------------------------------------
In connection with the chapter 11 cases commenced by Wesco Aircraft
Holdings, Inc. and its affiliated debtors, Davis Polk & Wardwell
LLP and Porter Hedges LLP filed a verified statement pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure with respect
to their representation of the First Lien Noteholder Group.
The First Lien Noteholder Group was formed by certain holders, or
investment advisers or managers of holders of 10.50% Senior Secured
First Lien PIK Notes Due 2026 issued pursuant to the Indenture,
dated as of March 28, 2022, by and among Wesco Holdings, as issuer,
the guarantors from time to time party thereto and Wilmington
Savings Fund Society, FSB as trustee and collateral agent, for the
benefit of the holders of the 1L Notes.
The Members of the First Lien Noteholder Group, collectively,
beneficially own or manage, or are the investment advisors or
managers for funds that beneficially own or manage, (i)
$1,295,947,988 in aggregate principal amount of the 1L Notes; and
(ii) $2,779,851 in aggregate principal amount of the 9.00% Senior
Notes Due 2026 (the "2026 Unsecured Notes") issued pursuant to that
the Indenture, dated as of November 27, 2019.
The Members of the First Lien Noteholder Group are also the
purchasers of the "DIP Notes", in an aggregate principal amount of
$300 million.
In February 2022, the First Lien Noteholder Group engaged Davis
Polk to represent it in connection with potential transactions with
or any restructuring of the Debtors. In March 2023, the First Lien
Noteholder Group engaged Porter Hedges to act as co-counsel in the
Chapter 11 Cases.
In accordance with Bankruptcy Rule 2019, the names, addresses,
nature and amounts of all disclosable economic interests of each
Member as of June 3, 2023, are:
(1) PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
650 Newport Center Drive
Newport Beach, California 92660
* $769,273,537 of the 1L Notes
* $239,851 of the 2026 Unsecured Notes
(2) SILVER POINT CAPITAL, L.P.
Two Greenwich Plaza, 1st Floor
Greenwich, Connecticut 06830
* $526,674,451 of the 1L Notes
* $2,540,000 of the 2026 Unsecured Notes
Counsel for the First Lien Noteholder Group and DIP Purchasers:
John F. Higgins, Esq.
M. Shane Johnson, Esq.
Megan Young-John, Esq.
Bryan L. Rochelle, Esq.
PORTER HEDGES LLP
1000 Main Street, 36th Floor
Houston, TX 77002-6341
Telephone: (713) 226-6000
Facsimile: (713) 228-1331
E-mail: jhiggins@porterhedges.com
sjohnson@porterhedges.com
myoung-john@porterhedges.com
brochelle@porterhedges.com
- and -
Damian S. Schaible, Esq.
Angela Libby, Esq.
Stephanie Massman, Esq.
DAVIS POLK & WARDWELL LLP
450 Lexington Avenue
New York, NY 10017
Telephone: (212) 450-4000
Facsimile: (212) 701-5800
E-mail: damian.schaible@davispolk.com
angela.libby@davispolk.com
stephanie.massman@davispolk.com
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP as general bankruptcy counsel;
Haynes and Boone, LLP as local bankruptcy counsel; PJT Partners,
Inc. as investment banker; Alvarez & Marsal North America, LLC as
financial advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as
special litigation counsel. Kurtzman Carson Consultants, LLC is
the claims agent.
WESTERN GLOBAL AIRLINES: S&P Withdraws 'CCC' Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on Estero,
Fla.-based air cargo operator Western Global Airlines Inc.,
including the 'CCC' issuer credit rating, due to a lack of
sufficient information. At the time of the withdrawal, its outlook
on the company was negative.
WESTERN GLOBAL: Moody's Withdraws 'Caa1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa1 corporate family
rating and Caa2 senior unsecured rating of Western Global Airlines,
Inc. The ratings are no longer on review for downgrade and the
outlook of ratings under review has been withdrawn.
RATINGS RATIONALE
Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the ratings.
WEXFORD LABS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wexford Labs, Inc.
d/b/a Wexford Innovations
KB Pods
1300 W. 3rd Street #2-F
Granite City, IL 62040
Business Description: Wexford formulates and manufactures broad-
spectrum antimicrobial solutions for
healthcare facilities, dental offices,
hospitality and food service businesses,
educational institutions and public service
agencies, pharmaceutical facilities,
agricultural businesses and more.
Chapter 11 Petition Date: June 20, 2023
Court: United States Bankruptcy Court
Southern District of Illinois
Case No.: 23-30420
Judge: Hon. Laura K. Grandy
Debtor's Counsel: Robert E. Eggmann, Esq.
CARMODY MACDONALD P.C.
120 S. Central Ave., Suite 1800
Saint Louis, MO 63105
Tel: 314-854-8600
Email: ree@carmodymacdonald.com
Total Assets: $1,386,692
Total Liabilities: $4,782,608
The petition was signed by Jeffrey Singer 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/SASPZQQ/Wexford_Labs_Inc__ilsbke-23-30420__0001.0.pdf?mcid=tGE4TAMA
XPLORE INC: Moody's Affirms 'B3' CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service changed Xplore Inc.'s outlook to negative
from stable and affirmed the company's B3 corporate family rating,
B3-PD probability of default rating, B2 ratings on its senior
secured first lien revolving credit facility and senior secured
first lien term loan, and Caa2 rating on its senior secured second
lien term loan.
"The outlook change reflects the company's continued weak operating
performance, which has led to elevated financial leverage and weak
interest coverage", said Peter Adu, Moody's Vice President and
Senior Credit Officer.
Affirmations:
Issuer: Xplore Inc.
- 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: Xplore Inc.
- Outlook, Changed To Negative From Stable
RATINGS RATIONALE
Xplore's B3 CFR is constrained by: (1) high financial leverage
(Debt/EBITDA of 9.2x for LTM Q1/2023) and challenges reducing the
metric below 7.5x by the end of 2024; (2) declining subscribers as
satellite capacity constraint limits its ability to offer faster
speeds and large data plans that customers want; (3) ongoing
negative free cash flow generation due to network capital
expenditures (capex) to support future growth; (4) competitive
pressures; and (5) small scale relative to peers. The rating
benefits from: (1) a leading position in its rural/remote Canada
target market, with good long term growth prospects as there are
about 2.8 million households in its target market that do not have
high speed internet; (2) government subsidies; which have sped up
investment in fiber and fixed wireless technologies; (3) a
regulatory framework that favors facilities-based competition and
provides it with favorable bidding conditions for wireless spectrum
auctions; (4) stronger margins relative to larger peers; and (5) a
private owner that has been supportive with liquidity injection.
Xplore has two classes of debt - (1) B2-rated senior secured first
lien bank credit facilities - C$160 million revolving credit
facility, with C$52.5 million expiring in June 2025 and C$107.5
million expiring in October 2026, and $987.5 million (face value)
term loan due in October 2028, and (2) Caa2-rated $200 million
(face value) second lien term loan due in October 2029. The first
lien facilities are rated B2, one notch above the B3 CFR to reflect
their higher ranking and loss absorption provided by the second
lien term loan. The second lien term loan is rated two notches
below the CFR to reflect its junior ranking and the sizable amount
of debt ahead of it in the capital structure.
Xplore has adequate liquidity through the next twelve months to
June 30, 2024. Sources approximate C$265 million versus uses of
about C$212 million in this time frame. Sources include C$60
million of cash at March 31, 2023 and C$205 million of proceeds
from spectrum monetization. Uses include about C$200 million of
negative free cash flow due to network capex and about C$12 million
of term loan amortization. Moody's expects Xplore to fund a portion
of the network capex with an Ontario government subsidy and a loan
from the Canada Infrastructure Bank. The company's C$160 million
revolving credit facility is fully utilized (C$148 million drawn
and C$11.5 million for letters of credit). Xplore is subject to a
first lien net leverage covenant and Moody's expects cushion to
exceed 15% through the next twelve months. Xplore has limited
flexibility to generate liquidity from asset sales.
The outlook is negative because of declining subscribers and
EBITDA, which has led to elevated financial leverage that puts
downward pressure on the company's ratings if it does not record
meaningful EBITDA growth in the second half of 2023 and into 2024.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Xplore generates positive free
cash flow and sustains Debt/EBITDA below 6x.
The ratings could be downgraded if Xplore's liquidity becomes weak,
if subscriber and EBITDA declines accelerate or if it sustains
Debt/EBITDA above 7.5x or EBITDA/Interest below 1.5x.
Xplore Inc., headquartered in Woodstock, New Brunswick and owned by
Stonepeak Infrastructure Partners, offers broadband internet to
residential and commercial customers in rural areas in Canada using
fiber, fixed wireless and satellite technology platforms. Xplore
also provides home phone services across Canada.
The principal methodology used in these ratings was
Telecommunications Service Providers published in September 2022.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re 66FGP LLC
Bankr. E.D.N.Y. Case No. 23-42077
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/JFWVXUQ/66FGP_LLC__nyebke-23-42077__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Mickeys Sports Bar and Grill, LLC
Bankr. N.D. Tex. Case No. 23-31228
Chapter 11 Petition filed June 12, 2023
See
https://www.pacermonitor.com/view/J62UM6A/Mickeys_Sports_Bar_and_Grill_LLC__txnbke-23-31228__0001.0.pdf?mcid=tGE4TAMA
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Ivy Capital Group, LLC
Bankr. S.D. Ala. Case No. 23-11339
Chapter 11 Petition filed June 13, 2023
See
https://www.pacermonitor.com/view/TMIHDUY/Ivy_Capital_Group_LLC__alsbke-23-11339__0001.0.pdf?mcid=tGE4TAMA
represented by: Alexandra K. Garrett, Esq.
SILVER, VOIT & GARRETT
E-mail: agarrett@silvervoit.com
In re Kristen R Steiner and Jason Steiner
Bankr. C.D. Cal. Case No. 23-12550
Chapter 11 Petition filed June 13, 2023
In re Villa Bianca Association, Inc.
Bankr. S.D. Fla. Case No. 23-14578
Chapter 11 Petition filed June 13, 2023
See
https://www.pacermonitor.com/view/PPALHUQ/Villa_Bianca_Association_Inc__flsbke-23-14578__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael S. Hoffman, Esq.
HOFFMAN, LARIN & AGNETTI, P.A.
E-mail: mshoffman@hlalaw.com
In re Grape and Vine LLC
Bankr. N.D. Ga. Case No. 23-55562
Chapter 11 Petition filed June 13, 2023
See
https://www.pacermonitor.com/view/PDXM3QA/Grape_and_Vine_LLC__ganbke-23-55562__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Lifod Home Healthcare, LLC
Bankr. D. Mass. Case No. 23-40476
Chapter 11 Petition filed June 13, 2023
See
https://www.pacermonitor.com/view/LCOBKXY/Lifod_Home_Healthcare_LLC__mabke-23-40476__0001.0.pdf?mcid=tGE4TAMA
represented by: S. James Boumil, Esq.
BOUMIL LAW OFFICES
E-mail: SJBoumil@Boumil-law.com
In re Oh So Jazzy LLC
Bankr. S.D.N.Y. Case No. 23-22451
Chapter 11 Petition filed June 13, 2023
See
https://www.pacermonitor.com/view/G4XVA5Y/Oh_So_Jazzy_LLC__nysbke-23-22451__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 40 & Holding LLC
Bankr. E.D.N.C. Case No. 23-01637
Chapter 11 Petition filed June 13, 2023
See
https://www.pacermonitor.com/view/SMJXVXA/40__Holding_LLC__ncebke-23-01637__0001.0.pdf?mcid=tGE4TAMA
represented by: Kathleen O'Malley, Esq.
STEVENS MARTIN VAUGHN & TADYCH, PLLC
E-mail: komalley@smvt.com
In re Stacy Benton Lewis, Jr.
Bankr. E.D.N.C. Case No. 23-01631
Chapter 11 Petition filed June 13, 2023
represented by: Jason L. Hendren, Esq.
Rebecca F. Redwine, Esq.
Benjamin E.F.B. Waller, Esq.
HENDREN, REDWINE & MALONE, PLLC
In re Mohr Ave Trust
Bankr. M.D. Fla. Case No. 23-02461
Chapter 11 Petition filed June 14, 2023
See
https://www.pacermonitor.com/view/5I5JWRI/Mohr_Ave_Trust__flmbke-23-02461__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Furth Road Corp.
Bankr. E.D.N.Y. Case No. 23-72129
Chapter 11 Petition filed June 14, 2023
See
https://www.pacermonitor.com/view/W5NZ6KY/Furth_Road_Corp__nyebke-23-72129__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Lilly Hue Vu
Bankr. N.D. Cal. Case No. 23-50629
Chapter 11 Petition filed June 14, 2023
represented by: Arasto Farsad, Esq.
In re Hickory Hillz BBQ, LLC
Bankr. S.D. Ind. Case No. 23-02554
Chapter 11 Petition filed June 14, 2023
See
https://www.pacermonitor.com/view/BMIDSBY/Hickory_Hillz_BBQ_LLC__insbke-23-02554__0001.0.pdf?mcid=tGE4TAMA
represented by: KC Cohen, Esq.
KC COHEN, LAWYER, PC
E-mail: kc@esoft-legal.com
In re 532 Beach LLC
Bankr. E.D.N.Y. Case No. 23-42101
Chapter 11 Petition filed June 14, 2023
See
https://www.pacermonitor.com/view/RAHF7ZQ/532_Beach_LLC__nyebke-23-42101__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re ZAP Realty Corp
Bankr. E.D.N.Y. Case No. 23-42106
Chapter 11 Petition filed June 14, 2023
See
https://www.pacermonitor.com/view/RRYYBMA/ZAP_Realty_Corp__nyebke-23-42106__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael L. Walker, Esq.
THE LAW OFFICE OF MICHAEL L. WALKER,
ESQ., PLLC
E-mail: mwalker@michaelwalkerlaw.com
In re David Lee Guglielmi
Bankr. W.D. Va. Case No. 23-10985
Chapter 11 Petition filed June 14, 2023
represented by: Richard Hall, Esq.
In re R&R Plastering, Inc.
Bankr. C.D. Cal. Case No. 23-13739
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/QZYZNQQ/RR_Plastering_Inc__cacbke-23-13739__0001.0.pdf?mcid=tGE4TAMA
represented by: Anthony O. Egbase, Esq.
A.O.E. LAW & ASSOCIATES, APC
E-mail: info@aoelaw.com
In re East Bay Development, LLC
Bankr. N.D. Cal. Case No. 23-40694
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/WZJTN3I/East_Bay_Development_LLC__canbke-23-40694__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Lincoln Portis
Bankr. N.D. Fla. Case No. 23-10110
Chapter 11 Petition filed June 15, 2023
represented by: Jeffrey M. Siskind, Esq.
In re Pro Fit 26 LLC
Bankr. S.D. Fla. Case No. 23-14630
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/PV7YIUA/Pro_Fit_26_LLC__flsbke-23-14630__0001.0.pdf?mcid=tGE4TAMA
represented by: Mark S. Roher, Esq.
LAW OFFICE OF MARK S. ROHER, P.A.
E-mail: mroher@markroherlaw.com
In re Adventure Attraction Associates, Inc.
Bankr. N.D. Ill. Case No. 23-07810
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/OYK2MTQ/Adventure_Attraction_Associates__ilnbke-23-07810__0001.0.pdf?mcid=tGE4TAMA
represented by: David P. Lloyd, Esq.
DAVID P. LLOYD, LTD.
E-mail: courtdocs@davidlloydlaw.com
In re XTrade Sales
Bankr. N.D. Ill. Case No. 23-07841
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/2HTNLPA/XTrade_Sales__ilnbke-23-07841__0001.0.pdf?mcid=tGE4TAMA
represented by: Alexander Tynkov, Esq.
ZALUTSKY & PINSKI, LTD
E-mail: admin@ZAPLawFirm.com
In re Corporate Housing Solutions LLC
Bankr. D. Kan. Case No. 23-20660
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/N4UN4XA/Corporate_Housing_Solutions_LLC__ksbke-23-20660__0001.0.pdf?mcid=tGE4TAMA
represented by: Colin Gotham, Esq.
EVANS & MULLINIX, P.A.
E-mail: cgotham@emlawkc.com
In re Pirk Smith LLC
Bankr. E.D.N.Y. Case No. 23-42124
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/HG3SP3I/Pirk_Smith_LLC__nyebke-23-42124__0001.0.pdf?mcid=tGE4TAMA
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM PLLC
E-mail: lmorrison@m-t-law.com
In re Better Transport Services, LLC
Bankr. S.D. Tex. Case No. 23-32218
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/BGDOHKI/BETTER_TRANSPORT_SERVICES_LLC__txsbke-23-32218__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert C. Lane, Esq.
THE LANE LAW FIRM
E-mail: notifications@lanelaw.com
In re LSL Griffin Group, LLC
Bankr. D. Rhode Island Case No. 23-10405
Chapter 11 Petition filed June 15, 2023
See
https://www.pacermonitor.com/view/W47HH2A/LSL_Griffin_Group_LLC__ribke-23-10405__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Gary R. Clasby and Kathleen D. Clasby
Bankr. D. Colo. Case No. 23-12658
Chapter 11 Petition filed June 16, 2023
represented by: David Warner, Esq.
In re Adavan Fitness Melbourne LLC
Bankr. M.D. Fla. Case No. 23-02367
Chapter 11 Petition filed June 16, 2023
See
https://www.pacermonitor.com/view/P4XOTJI/Adavan_Fitness_Melbourne_LLC__flmbke-23-02367__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Faro, Esq.
FARO & CROWDER
E-mail: ahinkley@farolaw.com
In re Southern Motel Inc.
Bankr. N.D. Miss. Case No. 23-11815
Chapter 11 Petition filed June 16, 2023
See
https://www.pacermonitor.com/view/3SRKUUQ/Southern_Motel_Inc__msnbke-23-11815__0001.0.pdf?mcid=tGE4TAMA
represented by: J. Walter Newman IV, Esq.
NEWMAN & NEWMAN
E-mail: wnewman95@msn.com
In re CBHTW Corp.
Bankr. E.D.N.Y. Case No. 23-42139
Chapter 11 Petition filed June 16, 2023
See
https://www.pacermonitor.com/view/EEBEPWI/CBHTW_Corp__nyebke-23-42139__0001.0.pdf?mcid=tGE4TAMA
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM PLLC
E-mail: lmorrison@m-t-law.com
In re Valery Maximov
Bankr. E.D.N.Y. Case No. 23-42137
Chapter 11 Petition filed June 16, 2023
represented by: Rachel Blumenfeld, Esq.
In re CSC 1 LLC
Bankr. S.D.N.Y. Case No. 23-10943
Chapter 11 Petition filed June 16, 2023
See
https://www.pacermonitor.com/view/IJ5VBJA/CSC_1_LLC__nysbke-23-10943__0001.0.pdf?mcid=tGE4TAMA
represented by: H Bruce Bronson, Esq.
BRONSON LAW OFFICE, P.C.
E-mail: hbbronson@bronsonlaw.net
In re CSC 2, LLC
Bankr. S.D.N.Y. Case No. 23-10941
Chapter 11 Petition filed June 16, 2023
See
https://www.pacermonitor.com/view/EFO3GLI/CSC_2_LLC__nysbke-23-10941__0001.0.pdf?mcid=tGE4TAMA
represented by: H Bruce Bronson, Esq.
BRONSON LAW OFFICE, P.C.
E-mail: hbbronson@bronsonlaw.net
In re Int. Assoc. of Sheet Metal, Air, Rail & Transportation,
Workers, Transportation Div., Local 1594
Bankr. E.D. Pa. Case No. 23-11777
Chapter 11 Petition filed June 16, 2023
See
https://www.pacermonitor.com/view/FEZFZQQ/Int_Assoc_of_Sheet_Metal_Air_Rail__paebke-23-11777__0001.0.pdf?mcid=tGE4TAMA
represented by: Holly S. Miller, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
E-mail: hsmiller@gsbblaw.com
In re Lyla Lee, LLC
Bankr. W.D. Wash. Case No. 23-11126
Chapter 11 Petition filed June 16, 2023
See
https://www.pacermonitor.com/view/D3AGT3Q/Lyla_Lee_LLC__wawbke-23-11126__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas D. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
E-mail: courtmail@expresslaw.com
In re Washington Medical Supplies, Inc.
Bankr. E.D. Wash. Case No. 23-00734
Chapter 11 Petition filed June 16, 2023
See
https://www.pacermonitor.com/view/HRARQSY/Washington_Medical_Supplies_Inc__waebke-23-00734__0001.0.pdf?mcid=tGE4TAMA
represented by: Marc Stern, Esq.
LAW OFFICE OF MARC S. STERN
In re Charisma Marble LLC
Bankr. S.D. Fla. Case No. 23-14749
Chapter 11 Petition filed June 19, 2023
See
https://www.pacermonitor.com/view/LPLW7AY/Charisma_Marble_LLC__flsbke-23-14749__0001.0.pdf?mcid=tGE4TAMA
represented by: Joel Aresty, Esq.
JOEL M. ARESTY PA
E-mail: aresty@icloud.com
In re McConnell Sand and Stone LLC
Bankr. W.D. Mich. Case No. 23-90058
Chapter 11 Petition filed June 19, 2023
See
https://www.pacermonitor.com/view/WDHXQRA/McConnell_Sand_and_Stone_LLC__miwbke-23-90058__0001.0.pdf?mcid=tGE4TAMA
represented by: George E. Jacobs, Esq.
BANKRUPTCY LAW OFFICES
E-mail: george@bklawoffice.com
In re Stewart Bounce, Inc.
Bankr. W.D. Pa. Case No. 23-21313
Chapter 11 Petition filed June 19, 2023
See
https://www.pacermonitor.com/view/2BBI2WI/Stewart_Bounce_Inc__pawbke-23-21313__0001.0.pdf?mcid=tGE4TAMA
represented by: Christopher M. Frye, Esq.
STEIDL & STEINBERG, P.C.
E-mail: chris.frye@steidl-steinberg.com
*********
Monday's edition of the TCR delivers a list of indicative prices
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however, be complete or accurate. The Monday Bond Pricing table
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