/raid1/www/Hosts/bankrupt/TCR_Public/230720.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, July 20, 2023, Vol. 27, No. 200
Headlines
1376 CHURCH: Seeks to Hire Belvedere Legal as Bankruptcy Counsel
1ST CAPITAL: Seeks Court Approval to Hire Bankruptcy Counsel
5200 SAMPLE: Taps Moffa Sutton & Donnini as Special Counsel
ALLY CAR: Seeks to Hire Law Offices of Alla Kachan as Counsel
ALLY CAR: Seeks to Tap Wisdom Professional Services as Accountant
ARSENAL AIC: Fitch Assigns First Time 'BB-(EXP)' LongTerm IDR
ASPIRA WOMEN'S: Receives Noncompliance Notice From Nasdaq
AV RESIDENCE: Gets OK to Hire KW Advisors as Real Estate Broker
BANGL LLC: Fitch Assigns First Time 'B+' IDR, Outlook Stable
BASS MANAGEMENT: Taps Shan Shikarpuri & Associates as Accountant
BDC GROUP: Committee Taps Smith Gambrell & Russell as Legal Counsel
BITNILE METAVERSE: Incurs $87.4M Net Loss in FY Ended March 31
CENTERPOINT RADIATION: Seeks Approval to Hire Levene as Counsel
CHARLES & 20: Seeks to Hire L.A.D.C. Inc. as Real Estate Broker
CNBX PHARMACEUTICALS: Posts $155K Net Loss in Third Quarter
COIN CLOUD: Genesis Reaches Agreement to Acquire Certain Assets
CYXTERA TECHNOLOGIES: Seeks to Tap Hilco as Real Estate Consultant
DIEBOLD HOLDING: Seeks to Tap Jackson Walker as Co-Counsel
DIEBOLD NIXDORF: $1.25BB DIP Loan from GLAS USA Has Final OK
DIVERSIFIED POWER: Taps Davis Ermis & Roberts as Legal Counsel
DMG PRACTICE: S&P Downgrades ICR to 'B-', Outlook Negative
DOMTAR CORP: Fitch Affirms 'BB' Rating, Outlook Negative
DTC CABOOSE: Taps Maxsen Champion as Bankruptcy Attorney
ENVISION HEALTHCARE: Committee Seeks to Tap White & Case as Counsel
ENVISION HEALTHCARE: Committee Taps Force 10 as Financial Advisor
EYEWEAR SHOP: Seeks to Hire Tamarez CPA as Accountant
EYEWEAR SHOP: Taps Licenciado Carlos Alberto Ruiz as Legal Counsel
FIVE RIVERS: Seeks to Tap Winthrop Golubow Hollander as Counsel
GB SCIENCES: Incurs $4.1 Million Net Loss in FY Ended March 31
GENESIS CARE: Seeks to Tap Jackson Walker as Conflicts Counsel
GENESIS CARE: Taps Herbert Smith Freehills as Foreign Counsel
GLOBAL PREMIER: Taps Winthrop Golubow Hollander as Legal Counsel
GLOBAL PROCESSING: Taps G. DeWeese of DeWeese Consulting as CRO
GRS RESTAURANT: Seeks to Tap Belvedere Legal as Bankruptcy Counsel
GUR-MEAT INC: Gets OK to Hire Tamarez CPA as Accountant
INSTANT BRAND: Pioneer Fund Marks $334,469 Loan at 62% Off
IRONNET INC: Intends to Voluntarily Delist Securities from NYSE
JAGUAR HEALTH: John Fife, Fredrick Waid Report 9.99% Stake
JASON GROUP: Credit Suisse Marks $500,000 Loan at 16% Off
KARAFIN SCHOOL: Taps David Connelly of K3 Learning as CRO
LEONA TRANSPORTATION: Taps Law Offices of Alla Kachan as Counsel
LEXARIA BIOSCIENCE: Incurs $2.4 Million Net Loss in Third Quarter
MALLINCKRODT PLC: S&P Cuts ICR to 'SD' On Missed Interest Payments
MBLA LLC: Seeks to Hire Law Offices of Neil Crane as Counsel
MISEN INC: Seeks $4MM DIP Loan from Cedar Park
MOBIQUITY TECHNOLOGIES: To Present Plan to Regain Nasdaq Compliance
MVK INTERMEDIATE: S&P Lowers ICR To 'SD', Then Withdraws Rating
NABIEKIM ENTERPRISES: Taps Roos & McNabb as Accountant
NOVAN INC: Ligand Offers to Acquire Assets for $15 Million
OCEAN POWER: Paragon Technologies Has 4% Stake as of July 14
OMNIQ CORP: Gets $1.2M Follow-On Order for Data Collection Solution
PEAK TAHOE: Case Summary & 15 Unsecured Creditors
POLAR US: Credit Suisse Marks $841,000 Loan at 17% Off
QBS PARENT: Fitch Lowers LongTerm IDR to 'CCC+'
R&LS INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
RAPID P&P: Seeks to Hire Bond Law Office as Bankruptcy Counsel
RESOLUTE INVESTMENT: S&P Lowers ICR to 'CC' on Distressed Exchange
SEMILEDS CORP: Receives Noncompliance Notice; Director Quits
SONOMA PHARMACEUTICALS: Appoints John Dal Poggetto as Controller
THREE AMINOS: Taps Bradley Arant Boult Cummings as Legal Counsel
TWILIGHT HAVEN: Gets OK to Hire Wanger Jones Helsley as Counsel
TWILIGHT HAVEN: Taps Roos & McNabb as Accountant
USF FINANCIAL: Taps Law Offices of David Freydin as Counsel
VBI VACCINES: Closes Offering of Common Stock, Warrants
VECTOR UTILITIES: Files Emergency Bid to Use Cash Collateral
VENUS CONCEPT: Essex Woodlands Fund, 6 Others Report 50.7% Stake
VIEWRAY INC: Seeks $6MM New Money DIP Loan from MidCap
WASHINGTON MEDICAL: Taps Law Office of Marc S. Stern as Counsel
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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1376 CHURCH: Seeks to Hire Belvedere Legal as Bankruptcy Counsel
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1376 Church, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to employ Belvedere Legal, a
Professional Corporation.
The Debtor requires legal counsel to:
a. give advice and represent the Debtor in all proceedings
within its Chapter 11 case other than those particular areas that
may be assigned to special counsel;
b. assist, advise and represent the Debtor in any manner
relevant to a review of its debts, obligations, maximization of its
assets and, where appropriate, disposition thereof;
c. assist, advise and represent the Debtor in the operation,
reorganization or liquidation of its business, if appropriate;
d. assist, advise and represent the Debtor in the performance of
all of its duties and powers under the Bankruptcy Code and
Bankruptcy Rules, and in the performance of such other services as
are in the interests of the estate;
e. assist, advise and represent the Debtor in dealing with its
creditors and other constituencies, analyzing the claims in this
case and formulating and seeking approval of a plan of
reorganization;
f. prosecuting an adversary proceeding against the senior
lienholder, junior lienholder, and related parties, including but
not limited to the title company, concerning the 2022 refinance of
the Debtor's property and the failure to subordinate the junior
lien post-refinance;
g. organizing and implementing an effective reorganization
strategy;
h. proposing and filing a Chapter 11 plan of reorganization;
i. preparing and filing monthly operating reports with the help
of a bookkeeper, if necessary;
j. opposing any motions for relief from stay filed by creditors;
and
k. any additional matters necessary to the preservation of the
Debtor's bankruptcy estate.
Belvedere will be compensated at $595 per hour and will be
reimbursed for out-of-pocket expenses incurred.
The firm received a retainer in the amount of $30,000.
Matthew Metzger, Esq., a partner at Belvedere, 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:
Matthew D. Metzger, Esq.
Belvedere Legal, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Tel: (415) 513-5980
Fax: (415) 513-5985
Email: mmetzger@belvederelegal.com
About 1376 Church
1376 Church, LLC is a San Francisco, Calif.-based company engaged
in activities related to real estate.
1376 Church sought relief under Subchapter V of Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30379) on June
14, 2023, with $1 million to $10 million in both assets and
liabilities. Tony Garnicki, managing member, signed the petition.
Judge Hannah L. Blumenstiel oversees the case.
The Debtor tapped Matthew D. Metzger, Esq., at Belvedere Legal, PC
as bankruptcy counsel.
1ST CAPITAL: Seeks Court Approval to Hire Bankruptcy Counsel
------------------------------------------------------------
1st Capital Finance of South Carolina, Inc. seeks approval from the
U.S. Bankruptcy Court for the District of South Carolina to employ
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC to handle its
Chapter 11 case.
The firm received an initial retainer of $31,800 from Wesley
Harden, the Debtor's owner.
The Debtor will pay FIA a monthly fee of $7,500, plus an additional
$1,500 in the event of an in-person court hearing.
The firm's hourly billing rates are:
Jane H. Downey $495
Assistants $300
Law Clerks $280
Jane Downey, Esq., an attorney at Baker, Donelson, Bearman,
Caldwell & Berkowitz, disclosed in a court filing that her firm is
a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jane H. Downey, Esq.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
1501 Main St., Ste. 310
Columbia, SC 29201
Telephone: (803) 251-8814
Email: jdowney@bakerdonelson.com
About 1st Capital Finance
1st Capital Finance of South Carolina, Inc. offers commercial car
title loan, motorcycle title loan, semi-truck title loan and a box
truck title loan. It is based in Clover, S.C.
The Debtor filed Chapter 11 petition (Bankr. D. S.C. Case No.
23-01938) on June 30, 2023, with $4,025,187 in assets and $131,064
in liabilities. Christine Brimm, Esq., a practicing attorney in
Myrtle Beach, S.C., has been appointed as Subchapter V trustee.
Judge Helen E. Burris oversees the case.
Jane H. Downey, Esq., at Baker Donelson represents the Debtor as
counsel.
5200 SAMPLE: Taps Moffa Sutton & Donnini as Special Counsel
-----------------------------------------------------------
5200 Sample Road, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to employ The Law Firm of
Moffa Sutton & Donnini, P.A. as special counsel.
The Debtor needs the firm's legal assistance in connection with the
claim filed against it by the State of Florida Department of
Revenue.
The firm will be compensated at $425 per hour for the legal
services of Gerald Donnini, Esq., and $120 per hour for
administrative services.
Mr. Donnini, a partner at The Law Firm of Moffa Sutton & Donnini,
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:
Gerald J. Donnini, Esq.
The Law Firm of Moffa Sutton & Donnini, P.A.
3500 Financial Plaza, Suite 330
Tallahassee, FL 32312
Tel: (954) 761-3700
Fax: (954) 761-1004
About 5200 Sample Road
5200 Sample Road, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13723) on May
12, 2023, with $50,001 to $100,000 in assets and as much as $50,000
in liabilities. Judge Mindy A Mora presides over the case.
Craig I. Kelley, Esq., at Kelley Fulton Kaplan & Eller, P.L. and
The Law Firm of Moffa Sutton & Donnini, P.A. serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
ALLY CAR: Seeks to Hire Law Offices of Alla Kachan as Counsel
-------------------------------------------------------------
Ally Car Service, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ the Law Offices of
Alla Kachan, PC as its counsel.
The firm will render these services:
(a) assist the Debtor in administering this Chapter 11 case;
(b) make such motions or take such action as may be
appropriate or necessary under the Bankruptcy Code;
(c) represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions as the
Debtor deems appropriate;
(d) take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
(e) negotiate with the Debtor's creditors in formulating a
plan of reorganization for the Debtor in this case;
(f) draft and prosecute confirmation of the Debtor's plan of
reorganization; and
(g) render such additional services as the Debtor may require
in this case.
The hourly rates of the firm's counsel and staff are as follows:
Attorney $475
Clerks and Paraprofessionals $250
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor paid the firm an initial retainer of $15,000.
Alla Kachan, Esq., a member of Kachan Law Office, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Alla Kachan, Esq.
Law Offices of Alla Kachan, PC
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Ally Car Service
Ally Car Service LLC, doing business as Active Express Car and Limo
2, filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42044) on June 8,
2023, with as much as $1 million in both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, PC as bankruptcy
counsel and Wisdom Professional Services, Inc. as accountant.
ALLY CAR: Seeks to Tap Wisdom Professional Services as Accountant
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Ally Car Service, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Wisdom Professional
Services, Inc. as accountant.
The firm will render these services:
(a) gather and verify all pertinent information required to
compile and prepare monthly operating reports; and
(b) prepare monthly operating reports for the Debtor in this
bankruptcy case.
The firm will charge $200 per report. The expected estimate monthly
cost of services is $200.
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor paid the firm an initial retainer of $2,500.
Michael Shtarkman, CPA, a member of Wisdom Professional Services,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael Shtarkman, CPA
Wisdom Professional Services Inc.
626 Sheepshead Bay Road Suite 640
Brooklyn, NY 11224
Telephone: (718) 554-6672
About Ally Car Service
Ally Car Service LLC, doing business as Active Express Car and Limo
2, filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42044) on June 8,
2023, with as much as $1 million in both assets and liabilities.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, PC as bankruptcy
counsel and Wisdom Professional Services, Inc. as accountant.
ARSENAL AIC: Fitch Assigns First Time 'BB-(EXP)' LongTerm IDR
-------------------------------------------------------------
Fitch Ratings has assigned a first-time expected Long-Term Issuer
Default Rating (IDR) of 'BB-(EXP)' to Arsenal AIC Parent LLC
(Arsenal), an affiliate of funds managed by Apollo Global
Management, Inc. (APO; A/Stable) that will acquire Arconic
Corporation (ARNC, BB+/Rating Watch Negative). Fitch has also
assigned a 'BB+(EXP)'/'RR2' expected rating to Arsenal's proposed
Term Loan B (TLB). The Rating Outlook is Stable. Proceeds from the
term loan will be used to cover a portion of the acquisition costs
and refinance ARNC's existing debt.
Arsenal's 'BB-(EXP)' rating reflects the company's competitive
position in the aluminum fabricated product market, improved
end-market outlook, considerable operational/product flexibility to
accommodate demand shifts, favorable operational and cost
improvement initiatives, and elevated post-acquisition leverage
profile. Fitch's rating case forecasts EBITDA leverage and coverage
metrics both in the mid-3x range, a level commensurate with 'BB-'
rating. Fitch recognizes end-market improvements and execution of
its operational and cost initiatives could increase EBITDA and
improve metrics. However, the current ratings also consider the
uncertainty around the sponsor's medium-term financial policy and
capital allocation priorities, including the potential for M&A
transactions. The 'BB+(EXP)'/'RR2' rating, consistent with Fitch's
Corporates Recovery Ratings and Instrument Ratings Criteria,
reflects the company's competitive asset base and expected capital
structure, including an ABL facility.
The final ratings are contingent upon the receipt of final
documents conforming to the information already received. Upon
closing, Fitch will assign final ratings and expects to align
ARNC's IDR with that of Arsenal when the acquisition is completed.
KEY RATING DRIVERS
Apollo Acquisition: In May 2023, ARNC entered into a definitive
agreement to be acquired by funds managed by affiliates of Apollo,
or Arsenal, in an all-cash transaction at an enterprise value of
about $5 billion, financed through a combination of debt and
equity. Apollo has identified cost savings initiatives such as raw
material optimization, savings on public company costs and
productivity improvement, all of which will help grow margins over
the next few years. Arsenal is committed to allocate capital in
improving asset integrity in order to reduce operational outages
and optimize its facilities.
Mid-3x EBITDA Leverage Near-Term: Fitch views Arsenal's pro forma
credit profile as weaker than ARNC's pre-acquisition following the
debt-financed acquisition which adds around $1 billion of
incremental debt. Fitch forecasts EBITDA leverage will initially be
elevated at around 3.7x in FY23, but could decline below 3.0x over
the next three or four years depending on the company's operational
execution, end-market recovery, and financial policies and capital
deployment priorities.
Future financial policy, capital deployment decisions including
potential M&A transactions and commitment to deleverage over the
medium term could change its credit risk profile.
Secular Tailwinds Supporting Projected Performance: Fitch believes
the company will benefit over the next several years as both auto
and aerospace & defense original equipment manufacturers (OEMs)
shift to lightweight materials in production. Packaging will be
supported by steady volume and pricing growth in the North American
can sheet market, which is traditionally undersupplied. In the
longer term, environmental trends would also benefit the company as
the transition to electric vehicles could yield higher aluminum
content per vehicle and aluminum may be an increasingly preferred
method of packaging given its recyclability.
Fitch expects EBITDA to grow at mid- to -high single digits largely
supported by strong demand in the end-markets over the rating
horizon. Demand from aerospace end-market in particular, is
anticipated to steadily increase over the next few years despite
near-term recessionary fears given the ongoing recovery in air
traffic demand, airline operators taking a long-term view on fleet
planning, and also boosted by underinvestment during COVID.
Operational Flexibility: With an exception of assets deployed for
aerospace products, the company benefits from the adaptability of
their assets where they can switch their production lines in the
merit order to serve different end-markets depending on the market
demand dynamics. The company serves higher-margin, baseline
industrial products, including transportation and building
products/construction, and lower-margin but more stable packaging,
while leaving some capacity buffer to meet overall spot industrial
market demand.
Low-Double Digit Profitability Expected: Fitch views ARNC's
profitability as somewhat weaker than broader diversified
industrial peers. Fitch forecasts the company will generate high
single-digit, improving to low double-digit EBITDA margins and
low-single digit FCF margins (annual FCF of $100 million-$200
million) over the rating horizon. Fitch believes the company's
anticipated top-line growth and focus on operational efficiency
will likely support management in maintaining or improving the
margin over the long term. Fitch anticipates cost savings to come
from raw material optimization, less stringent reporting obligation
as a private company, procurement and productivity. ARNC also has
relatively low capital intensity, with capex representing around
2.5% of revenue on average and minimal working capital
requirements.
DERIVATION SUMMARY
ARNC has weaker profitability than similarly rated peers in the
diversified industrials sector. Fitch believes it compares well
with Kaiser Aluminum Corp. (BB-/Stable), a manufacturer of
semi-fabricated specialty aluminum mill products, in terms of
diversification and exposure to cyclical end-markets Fitch
considers ARNC's end markets to be relatively diversified and
expects the company's cash flow to gradually improve following
several cost-cutting measures, reduced environmental costs and
lower pension contributions.
KEY ASSUMPTIONS
Fitch's Key Assumptions within Fitch Rating Case for the Issuer
-- Relatively stable aluminum prices through 2025 with an average
price between $2,400 and $2,500 per tonne before declining to
around $2,200 per tonne in 2026;
-- Sales volume to recover to a normalized level after operational
outage, which was fully resolved in 1Q23, followed by low-single
digit increase in volumes throughout the forecasted period, led by
aerospace, transportation, and packaging;
-- Margins gradually increase and trend toward the low-double
digit range over the next few years;
-- Capex between 2% and 3% of revenue per year;
-- No dividend;
-- Pension contributions plus other post-employment benefit (OPEB)
payments around $125 million per year over the forecast;
-- No voluntary gross debt repayment or M&A.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Demonstrated commitment to a financial policy leading to
mid-cycle EBITDA leverage sustained below 3.25x;
-- Improved financial flexibility with EBITDA coverage sustained
above 4.0x;
-- EBITDA margin improvement toward low-double digits due to
successful cost saving initiatives or higher asset utilization
supported by strong end-market demand;
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Mid-cycle gross EBITDA leverage sustained around 4.0x;
-- Weakening financial flexibility with EBTIDA/FFO interest
coverage sustained below 3.0x or 2.5x respectively;
-- Contingent liabilities, pension contributions, or weaker
utilization result in significant impact to FCF margins reducing
financial flexibility.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Arsenal's liquidity is expected to be supported by a new $1.2
billion ABL facility. Fitch anticipates Arsenal will maintain
liquidity of between $1.0 billion and $1.5 billion on average over
the next several years between cash and its ABL facility, which
could be drawn upon during the year to cover short-term working
capital fluctuations but would likely be subsequently paid down.
ISSUER PROFILE
Arsenal is an affiliate of funds managed by Apollo, which is
acquiring Arconic Corp. Arconic is a provider of rolled aluminum
products, extrusions, and building products within the building and
construction, industrial, packaging, ground transportation, and
aerospace & defense end-markets.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
ASPIRA WOMEN'S: Receives Noncompliance Notice From Nasdaq
---------------------------------------------------------
Aspira Women's Health Inc. received written notice from the Listing
Qualifications Staff of the Nasdaq Stock Market, LLC on July 11,
2023, notifying the Company that for the last 30 consecutive
business days prior to the date of the Notice, the Company's
minimum Market Value of Listed Securities was below the minimum of
$35 million required for continued listing on the Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(b)(2). In accordance
with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has provided the
Company with 180 calendar days, or until Jan. 8, 2024, to regain
compliance with the MVLS Requirement. If the Company regains
compliance with the MVLS Requirement, Nasdaq will provide written
confirmation to the Company and close the matter.
The Notice does not result in the delisting of the Company's common
stock from the Nasdaq Capital Market. To regain compliance with
the MVLS Requirement, the market value of the Company's common
stock must meet or exceed $35.0 million for a minimum of 10
consecutive business days during the 180-day grace period ending on
the Compliance Date, unless the Staff exercises its discretion to
extend this ten consecutive business day period pursuant to Nasdaq
Listing Rule 5810(c)(3)(H). The Company is evaluating potential
actions to regain compliance with the MVLS Requirement and intends
to actively monitor the market value of its listed securities. The
Company may also, if appropriate, consider other options to regain
compliance with Nasdaq's continued listing standard such as by
increasing its stockholders' equity to at least $2.5 million.
In the event the Company does not regain compliance prior to the
Compliance Date, the Company will receive written notification that
its securities are subject to delisting, at which point the Company
may appeal the delisting determination.
There can be no assurance that the Company will be successful in
maintaining its listing of its common stock on the Nasdaq Capital
Market.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is transforming women's health with the
discovery, development and commercialization of innovative testing
options and bio-analytical solutions that help physicians assess
risk, optimize patient management and improve gynecologic health
outcomes for women. OVA1 plus combines its FDA-cleared products
OVA1 and OVERA to detect risk of ovarian malignancy in women with
adnexal masses. ASPiRA GenetiXSM testing offers both targeted and
comprehensive genetic testing options with a gynecologic focus.
With over 10 years of expertise in ovarian cancer risk assessment
ASPIRA has expertise in cutting-edge research to inform its next
generation of products. Its focus is on delivering products that
allow healthcare providers to stratify risk, facilitate early
detection and optimize treatment plans.
Aspira Women's reported a net loss of $27.17 million for the year
ended Dec. 31, 2022, compared to a net loss of $31.66 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$17.37 million in total assets, $10.64 million in total
liabilities, and $6.73 million in total stockholders' equity.
Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has suffered
recurring losses from operations and expects to continue to incur
substantial losses in the future, which raise substantial doubt
about its ability to continue as a going concern.
AV RESIDENCE: Gets OK to Hire KW Advisors as Real Estate Broker
---------------------------------------------------------------
AV Residence, LLC received approval from the U.S. Bankruptcy Court
for the Northern District of California to employ KW Advisors/Brown
Real Estate Group.
The Debtor requires the services of a real estate broker in
connection with the sale of its residential real property located
at 2741 Vallejo St., San Francisco, Calif.
The firm will get a commission of 5 percent of the purchase price.
As disclosed in court filings, KW Advisors is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Tim Brown
KW Advisors/Brown Real Estate Group
2207 Lombard St.
San Francisco, CA 94123
Tel: (415) 334-0100
About AV Residence
AV Residence, LLC owns real estate located at 2741 Vallejo St., San
Francisco, Calif.
AV Residence sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Calif. Case No. 23-30392) on June 19, 2023. In
the petition filed by its managing member, Hitesh Patel, the Debtor
reported total assets of $12,004,605 and total liabilities of
$10,159,017.
Judge Hannah L. Blumenstiel oversees the case.
The Debtor is represented by Brent D. Meyer, Esq., at Meyer Law
Group, LLP.
BANGL LLC: Fitch Assigns First Time 'B+' IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned BANGL, LLC a first-time Long-Term Issuer
Default Rating (IDR) of 'B+' and a 'BB'/'RR2' rating to the
proposed senior secured term loan. The Rating Outlook is Stable.
BANGL's rating are based on its strong position in the Permian
basin, where the company operates a natural gas liquids (NGL)
pipeline. The ratings also reflects BANGL's fixed-fee business
model and expected low leverage. The issuer does not take on direct
commodity price exposure in its operations; however, volumetric
risk exists given in its dedication (i.e. not take-or-pay)
contracts.
While no explicit rating linkage exists, Fitch views BANGL's
relationship with its owners WhiteWater (NR), MPLX LP (BBB/Stable),
WTG (NR) and Diamondback Energy, Inc. (FANG; BBB/Stable), some of
which also make up BANGL's largest customers, as supportive of its
credit quality.
The Stable Outlook reflects expectations for supportive production
economics in the Permian Basin, BANGL's expected EBITDA growth
driven by attractive expansion projects and a financial profile
that is strong for the rating category.
Fitch has reviewed preliminary terms for the proposed term loan;
the assigned ratings assume no material variations in the final
terms.
KEY RATING DRIVERS
Fixed-Fee, Volume Exposed: BANGL operates under contracts that are
entirely fixed-fee in nature. However, given the lack of minimum
volume commitments (MVC) within those contracts, the majority of
EBITDA generated comes from volume-exposed operations. BANGL has
plant dedication contracts where volumes produced on certain
dedicated acreage must be processed at certain plants and then sent
down the BANGL pipeline. The weighted average remaining life of
those contracts is currently 13 years.
A large percentage of the natural gas associated with these
dedicated processing plants are tied to an MVC contract on an
adjacent gas pipeline (Whistler and the Agua Blanca system, also
owned by WhiteWater), creating a structural incentive for these
plants to remain highly utilized.
Fitch expects volumes on the BANGL pipeline to rise with newly
built nitrogen rejection units (allowing for ethane capture) on
processing plants owned by WTG (one of BANGL's owners). Volumes on
BANGL are also supported by expectations for a continued robust
export market for propane and butane to international markets via
the Gulf Coast, as well as continued strong economics for producers
in the Permian basin. BANGL volumes are exposed, however, to ethane
rejection, should the price of ethane fall to an uneconomical
level, compared to the price of natural gas, inclusive of
processing and transportation costs.
Limited Size and Scale: BANGL is relatively small in size/scale
despite its status as one of the larger NGL pipelines in the
Permian basin. Fitch anticipates the company's EBITDA to remain
below $300 million throughout the forecast period, which is
consistent with a 'B' category IDR. Furthermore, the company
operates in the Permian basin only. The lack of operational,
geographic and geological diversity would expose BANGL to outsized
event and capital market access risks should production or
operations be disrupted.
The risk is partially mitigated by the Permian basin's position as
the premier oil producing region in North America, making it one of
the lowest break-even production regions and benefiting from above
average growth levels, compared to other basins. Fitch expects the
oil (and associated gas) production in the region to be more
resilient in the backdrop of macro headwinds including a
potentially longer-term low oil price environment.
Strong Financial Profile: BANGL's leverage is seen just below 5.5x
at transaction close and Fitch expects leverage to steadily decline
through 2025 to approximately 3.5x. BANGL's anticipated
deleveraging is supported by expected volume and EBITDA growth. The
company has a long-term target to keep leverage under 4.0x, on the
company's calculation. BANGL's sponsors have committed to not
taking distributions until the Gardendale to Sweeny (GtoS)
expansion is complete (expected in early 2025).
BANGL maintains adequate liquidity through its currently undrawn
$50 million revolver. The revolver matures in 2028 and the company
has no other debt maturities until 2030. Fitch expects BANGL's
owners to be supportive of future attractive growth projects,
through further distribution delays or incremental equity
contributions.
Near-Term Growth Opportunities: BANGL has three near-term, highly
visible opportunities to expand its annual EBITDA. In 2024 and
2025, the rates BANGL receives for its transportation services will
step up for some customers as initial lower 'teaser rates' expire.
Contract rate steps-ups range from 29% to 480% per gallon depending
on the producer. Additionally, once the GtoS pipeline project is
completed and put into service, BANGL will no longer need to lease
capacity on third-party pipelines to access Sweeney, equating to
roughly $40 million in annual savings.
In 2025, BANGL is expected to benefit from a reduction in
TSA-related expenses, which are currently being incurred as the
pipeline delivers volumes to destinations other than Sweeney, as
well as the associated swap expenses.
Supportive Ownership: Fitch views BANGL's ownership as supportive
of its credit quality, despite a lack of explicit rating linkages.
WhiteWater (45% ownership) is a private equity backed firm focusing
on the financing and construction of natural gas and NGL pipeline
transportation assets. WhiteWater previously, successfully
completed pipelines in the area including the Agua Blanca pipeline
in 2018 and the Whistler pipeline in 2022. Furthermore, MPLX (25%
ownership), WTG (20% ownership), and FANG (10% ownership) are all
customers of BANGL. MPLX has dedicated four (plus one partial
dedication) of its six processing plants (including one under
construction) to BANGL and WTG has dedicated three of its eight
processing plants to BANGL. Fitch views the integration of BANGL's
assets within its owner's larger value chain as supportive of
BANGL's credit profile.
Near-Term Execution Risk: BANGL faces some execution risk related
to its two primary near-term growth projects, the GtoS greenfield
expansion and the brownfield addition of pumps to expand the BANGL
mainline capacity. Fitch considers both projects to be relatively
low risk, given the use of existing technology on the brownfield
expansion and the fact that the greenfield expansion runs along an
existing right-of-way.
However, the successful on-time and on-budget completion of these
projects is a major factor supporting Fitch's expectations for
deleverage at BANGL. Fitch notes that Whitewater is experienced at
building pipelines in Texas and in a relative sense, Fitch
considers Texas to have fewer regulatory constrains versus other
states.
DERIVATION SUMMARY
BANGL operates a small (less than $300 million EBITDA) and fairly
concentrated business with all of its revenue coming from the
transportation of natural gas liquids (NGLs) in the Permian basin.
BANGL operates under contracts that are largely price certain
(fixed fee) but volume uncertain (no explicit minimum volume
commitments) and as such carries significant volume exposure.
However, the company operates in North America's premier crude oil
basin with globally competitive breakeven points and is supported
by plant dedication contracts with its largest customers. Fitch
expects BANGL's EBITDA leverage to decline from around 5.4x at
transaction close to approximately 3.5x by 2025.
Medallion Midland Acquisition, LP (Medallion; B+/Stable) is a small
crude oil gathering company operating in the Permian basin.
Medallion and BANGL are similar in that both have assets
exclusively in the Permian basin, both have annual EBITDA that is
less than $300 million and both have business models featuring high
levels of volumetric exposure. Medallion gathers crude oil where
BANGL transports NGLs. Medallion's Fitch defined leverage declined
to 4.2x in 2022 from 6.6x in 2019. Fitch anticipates that
Medallion's leverage will further drop to be at or below 4.0x by
2023. Due to the similar business and financial profiles, Fitch
rates BANGL and Medallion at the same IDR level.
M6 ETX Holdings II MidCo LLC (M6; B+/Stable) is another small
midstream issuer providing gathering, processing and treating
services to natural gas producers in the Haynesville basin. It also
provides long-haul natural gas transportation to the U.S. Gulf
Coast, serving LNG export facilities as well as meeting local
industrial and utility demand. M6 and BANGL are both limited in
scale with EBITDA below $300 million.
Similar to BANGL, M6 derives most of its volumes from fixed-fee,
volume exposed contracts; however, M6 generates roughly 20% of its
EBITDA under ship-or-pay contracts. M6 has leverage that is
expected to decline from 4.5x at present to below 3.5x over the
forecast period. With similar leverage expectations and roughly
similar business profiles including significant volume exposure,
Fitch rates both BANGL and M6 at the same IDR level.
KEY ASSUMPTIONS
-- Oil and natural gas production consistent with the Fitch Price
Deck. No significant ethane rejection over the forecast period;
-- Export markets for NGLs remain robust and BANGL volumes
increase year over year until peak processing capacity is
achieved;
-- Incremental EBITDA growth, beyond volume growth, due to
contract rate step-ups and lease expanse fallaway, as organic
growth projects come online;
-- Maintenance capex increases in 2025 due to new assets
(Gardendale to Sweeney pipeline) placed into service;
-- No further meaningful growth projects beyond those currently in
process;
-- BANGL does not pay distributions until the Bennedum to
Gardendale and Gardendale to Sweeney construction projects are
completed and in service;
-- Interest rates consistent with the Fitch Global Economic
Outlook.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- An upgrade is not expected in the near term given BANGL's
limited size and scale. However, a positive rating action/upgrade
could occur if BANGL's EBITDA were expected to be sustained at or
above approximately $300 million per annum with EBITDA leverage
expected to be below 5.0x on a sustained basis;
-- A significant increase in the percentage of EBITDA coming from
take-or-pay-type contracts.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Actual or forecast EBITDA leverage above 6.0x;
-- Significantly lower than expected volumes;
-- A significant increase in capex, targeted towards higher
business risk projects.
LIQUIDITY AND DEBT STRUCTURE
Adequate liquidity: As of Dec. 31, 2022, BANGL's Liquidity is
limited to the cash on the balance sheet and a $25 million
revolver, with $15 million in undrawn capacity maturing April 2024.
However, as a part of the issuance of Term Loan B, the company's
current revolver will be paid back and replaced with a $50
million-dollar super senior priority revolver. Currently there is
no plan to draw on the super priority revolver. BANGL is not facing
a maturity on its Term Loan B until July, 2030 and its revolver
maturity until July, 2028.
ISSUER PROFILE
BANGL, LLC is a single-asset pipeline company that transports
natural gas liquids from the Permian basin to US Gulf Coast
fractionation and purity markets. The company is a joint venture
between WhiteWater (45%), MPLX LP (25%), WTG (20%) and Diamondback
Energy, Inc. (10%).
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
BASS MANAGEMENT: Taps Shan Shikarpuri & Associates as Accountant
----------------------------------------------------------------
Bass Management Group, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Shan Shikarpuri
& Associates, PA as accountant.
The firm will render these services:
(a) prepare and file tax returns for tax years 2019 through
2022 and conduct tax research;
(b) perform normal accounting and other accounting services as
required by the Debtor; and
(c) prepare and/or assist the Debtor in preparing court
ordered reports.
The hourly rates of the firm's professionals are as follows:
Partner $495
Senior Accountants/Tax Manager $395
Accounting Staff $145 - $195
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a $10,000 retainer from the Debtor.
Michael Hicks, CPA, a member of Shan Shikarpuri & Associates,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Michael D. Hicks, CPA
Shan Shikarpuri & Associates, PA
2656 West Lake Road
Palm Harbor, FL 34684
Telephone: (727) 786-1800
Facsimile: (727) 786-7030
Email: info@bconsultants.net
About Bass Management Group
Bass Management Group, LLC, a company in Clearwater, Fla., sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
M.D. Fla. Case No. 23-01866) on May 8, 2023, with $30,840,000 in
total assets and $11,225,558 in total liabilities.
Judge Catherine Peek McEwen oversees the case.
The Debtor tapped Buddy D. Ford, PA as bankruptcy counsel and Shan
Shikarpuri & Associates, PA as accountant.
BDC GROUP: Committee Taps Smith Gambrell & Russell as Legal Counsel
-------------------------------------------------------------------
The official committee of unsecured creditors of BDC Group, Inc.
received approval from the U.S. Bankruptcy Court for the Northern
District of Iowa to hire Smith Gambrell & Russell, LLP as its legal
counsel.
The firm's services include:
a. advising the committee on all legal issues as they arise;
b. advising the committee on all motions and pleadings filed
by the Debtor and other parties involved in the Debtor's Chapter 11
case and responding to same;
c. representing and advising the committee regarding the terms
of any sale of assets or plan of reorganization or liquidation, and
assisting the committee in negotiations;
d. investigating the Debtor's assets and pre-bankruptcy
conduct;
e. analyzing the perfection and priority of the liens of the
Debtor's secured creditors;
f. preparing legal papers;
g. representing and advising the committee in all proceedings
in this case;
h. assisting and advising the committee in its administration;
and
i. providing other necessary services.
The firm's standard rates are as follows:
Partners $1,125 per hour
Associates $300 per hour
Paraprofessional $175 to $430 per hour
Shelly A. DeRousse (Partner) $595/hour
Elizabeth L. Janczak (Partner) $500/hour
Tonita M. Helton (Of Counsel) $500/hour
Morgan V. Manley (Associate) $425/hour
As disclosed in court filings, Smith Gambrell & Russell is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Shelly A. DeRousse, Esq.
Elizabeth L. Janczak, Esq.
Tonita M. Helton, Esq.
Smith Gambrell & Russell, LLP
311 South Wacker Drive, Suite 3000
Chicago, IL 60606
Tel: 312.360.6000
Fax: 312.360.6520
Email: sderousse@sgrlaw.com
ejanczak@sgrlaw.com
thelton@sgrlaw.com
About BDC Group Inc.
BDC Group, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Iowa Case No. 23-00484) on June 13,
2023, with $10 million to $50 million in both assets and
liabilities. Dennis Bruce, president, signed the petition.
Judge Thad J. Collins oversees the case.
The Debtor tapped Austin J. Peiffer, Esq., at AG & Business Legal
Strategies as legal counsel and BerganKDV, LLC as accountant.
Mary Jensen, Acting U.S. Trustee for Region 12, appointed an
official committee to represent unsecured creditors in the Debtor's
Chapter 11 case. The committee is represented by Smith Gambrell &
Russell, LLP.
BITNILE METAVERSE: Incurs $87.4M Net Loss in FY Ended March 31
--------------------------------------------------------------
BitNile Metaverse, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$87.36 million on zero revenue for the year ended March 31, 2023,
compared to a net loss of $10.55 million on $27,182 of revenues for
the year ended March 31, 2022.
As of March 31, 2023, the Company had $23.77 million in total
assets, $37.72 million in total liabilities, and a total
stockholders' deficit of $13.94 million.
New York, New York-based RBSM LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
July 14, 2023, citing that the Company has suffered recurring
losses from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001437491/000121390023057011/f10k2023_bitnilemet.htm
About BitNile Metaverse
Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.)
”) is a holding company, incorporated in the State of Nevada on
November 19, 2007. Through March 31, 2023, the Company’s former
wholly owned subsidiaries with the exception of Agora Digital
Holdings, Inc., a Nevada corporation (“Agora”) and Zest Labs,
Inc., a Nevada corporation (“Zest Labs”) have been treated for
accounting purposes as divested. The Company's principal
subsidiaries consisted of (a) BitNile.com, Inc., a Nevada
corporation, which includes the platform BitNile.com and that was
acquired by the Company on March 6, 2023, which transaction has
been reflected as an asset purchase, and (b) Ecoark, Inc., a
Delaware corporation that is the parent of Zest Labs and Agora.
CENTERPOINT RADIATION: Seeks Approval to Hire Levene as Counsel
---------------------------------------------------------------
CenterPoint Radiation Oncology, LLC and CenterPoint Radiation
Oncology, Inc. seek approval from the U.S. Bankruptcy Court for the
Central District of California to hire Levene, Neale, Bender, Yoo &
Golubchik, LLP as their bankruptcy counsel.
The firm's services include:
a. advising the Debtors with regard to the requirements of the
bankruptcy court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Debtors;
b. advising the Debtors with regard to certain rights and
remedies of their bankruptcy estate and the rights, claims, and
interests of creditors;
c. representing the Debtors in any proceeding or hearing in
the bankruptcy court involving their estate unless the Debtors are
represented in such proceeding or hearing by a special counsel;
d. conducting examinations of witnesses, claimants or adverse
parties and representing the Debtors in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of Levene's expertise or which is beyond its staffing
capabilities;
e. preparing or assisting the Debtors in the preparation of
reports and legal papers;
f. representing the Debtors with regard to obtaining use of
debtor-in-possession financing or cash collateral;
g. assisting the Debtors in any asset sale process;
h. assisting the Debtors in negotiation, formulation,
preparation and confirmation of a plan of reorganization; and
i. other necessary services related to the Debtors' Chapter 11
bankruptcy cases.
The firm's hourly rates are as follows:
Attorneys $450 to $690
Paraprofessionals $295
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtors agreed to pay the firm a retainer of $25,000.
John-Patrick Fritz, Esq., a partner at Levene, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John-Patrick M. Fritz, Esq.
Levene, Neale, Bender, Yoo & Brill, LLP
10250 Constellation Blvd., Ste. 1700
Los Angeles, CA 90067
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
Email: jpf@lnbyb.com
About CenterPoint Radiation
CenterPoint Radiation Oncology, LLC and CenterPoint Radiation
Oncology, Inc. filed petitions under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-13448) on
June 2, 2023. At the time of the filing, CenterPoint Radiation
Oncology, LLC reported $100,000 to $500,000 in assets and $1
million to $10 million in liabilities while CenterPoint Radiation
Oncology, Inc. reported as much as $50,000 in assets and $100,001
to $500,000 in liabilities.
Judge Sheri Bluebond oversees the cases.
John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo &
Golubchik, LLP is the Debtors' counsel.
CHARLES & 20: Seeks to Hire L.A.D.C. Inc. as Real Estate Broker
---------------------------------------------------------------
Charles & 20, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Maryland to employ L.A.D.C., Inc. as real estate
broker.
The Debtor needs a broker to market and sell its real property in
Baltimore City, Md.
The broker will receive a commission of 4.5 percent.
James Persechino, a real estate agent at L.A.D.C., disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James A. Persechino
L.A.D.C., Inc.
8187 Windward Key Dr.
Chesapeake Beach, MD 20732
Telephone: (301) 855-5717
About Charles & 20
Charles & 20, LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-14023) on June 8, 2023,
with $1 million to $10 million in both assets and liabilities.
Anthony C.Y. Cheng, member and owner, signed the petition.
Judge Nancy V. Alquist oversees the case.
Tydings & Rosenberg, LLP is the Debtor's legal counsel.
CNBX PHARMACEUTICALS: Posts $155K Net Loss in Third Quarter
-----------------------------------------------------------
CNBX Pharmaceuticals Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $154,690 on $310,165 of revenues for the three months ended May
31, 2023, compared to a net loss of $681,652 on $0 of revenues for
the three months ended May 31, 2022.
For the nine months ended May 31, 2023, the Company reported a net
loss of $3.14 million on $310,165 of revenues compared to a net
loss of $3.24 million on $0 of revenues for the same period in
2022.
As of May 31, 2023, the Company had $662,019 in total assets, $2.57
million in total current liabilities, and a total stockholders'
deficit of $1.91 million.
CNBX said, "While the Company has incurred a net loss of $3,136,680
for the nine months ended May 31st, 2023, it has incurred
cumulative losses since inception of $23,685,648. These conditions
raise substantial doubt about the ability of the Company to
continue as a going concern.
"The ability of the Company to continue as a going concern is
dependent upon its abilities to generate revenues, to continue to
raise investment capital, and develop and implement its business
plan. No assurance can be given that the Company will be
successful in these efforts."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1343009/000168316823004890/cnbx_i10q-053123.htm
About CNBX Pharmaceuticals
CNBX Pharmaceuticals Inc. is a clinical-stage company specializing
in the discovery, development and commercialization of novel
cannabinoid-based products and innovative technologies for the
treatment of cancer.
CNBX reported a net loss of $3.72 million for the year ended Aug.
31, 2022, compared to a net loss of $3.19 million for the year
ended Aug. 31, 2021. As of Nov. 30, 2022, the Company had $609,509
in total assets, $2.58 million in total current liabilities, and a
total stockholders' deficit of $1.97 million.
Tel - Aviv, Israel-based Weinstein International C.P.A., the
Company's auditor since 2019, issued a "going concern"
qualification in its report dated Nov. 29, 2022, citing that the
Company has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
COIN CLOUD: Genesis Reaches Agreement to Acquire Certain Assets
---------------------------------------------------------------
Genesis Coin Inc. on July 19, 2023, disclosed that it has reached a
definitive agreement to acquire certain assets from CoinCloud.
CoinCloud filed for Chapter 11 bankruptcy in February 2023. The
company's assets went on sale in June 2023. The final closing of
this transaction occurred on July, 17, 2023.
Genesis Coin will now add over 5,700 terminals to its existing base
of over 12,000 ATMs in over 11 countries as well as having
exclusive access to an additional 2,600 ATMs not yet deployed. As a
result of this transaction, Genesis Coin has widened its existing
lead as the largest Bitcoin ATM software platform world-wide.
"We continue to set the standard in our industry in providing the
most secure and feature-rich software platform and as a result have
gained the trust of the leading Bitcoin ATM deployers worldwide"
said Andrew Barnard, CEO of Genesis Coin. "Founded in 2013, Genesis
Coin pioneered the Bitcoin ATM industry. We continue to be bullish
on Bitcoin and have made substantial investments to enhance our
product offering through new features, implementing industry
leading security protocols as well as in consolidating Bitcoin ATM
software platforms in the industry".
"It's an incredibly exciting time to be building software products
in the digital asset industry. We are the only remaining US
headquartered Bitcoin ATM software platform. Other software
platforms outside the US have shut-down service offerings after
experiencing security breaches. They try to compete on price
instead of innovating. This causes them and their operators to cut
corners on security, innovation and compliance. Partnering with the
right operators has allowed us to invest where it counts so we can
provide stability for the best operators who demand the highest
standards. This is why the highest quality operators trust us"
commented Andrew Barnard, Genesis Coin's CEO.
"We look forward to working with our existing partners in bringing
over 8,000 new Bitcoin ATMs live under the Genesis Coin and Bitstop
Bitcoin ATM software platforms. CoinCloud invested in developing
very high-end terminals that include next generation cash recyclers
and other leading technologies. We are excited about the
applications and products we can build using these terminals to
give our partners an edge", concluded Doug Carillo, the company's
president and Chief Strategy Officer.
About Genesis Coin
Founded in 2013 by Evan Rose, Genesis Coin grew to be the largest
software platform for processing the sale of crypto currencies
through unattended ATMs. With an estimated market share of over 60%
of all the Bitcoin ATMs in North America and with presence in over
11 countries, the company is the undisputed world leader in its
industry.
Genesis Coin was acquired in January 2023 by crypto industry
veterans Andrew Barnard and Doug Carrillo, who also founded
Bitstop, a leading software SaaS platform in the Bitcoin aTM
industry. Both platforms conduct business today under a unified
brand, Bitcoinatm.com. www.bitcoinatm.com
About Cash Cloud
Coin Cloud Inc., doing business as Coin Cloud, operates automated
teller machines for buying and selling Bitcoin, Ethereum, Dogecoin,
and more than 40 other digital currencies with cash, card and
more.
Coin Cloud Inc. sought relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 23-10423) on Feb. 7, 2023. In the
petition filed by Chris McAlary, as president, the Debtor reported
assets between $50 million and $100 million and estimated
liabilities between $100 million and $500 million.
The case is overseen by Honorable Bankruptcy Judge Mike K.
Nakagawa.
The Debtor tapped Fox Rothschild, LLP as legal counsel, and
Province, LLC as financial advisor. Stretto is the claims agent.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. The committee
is represented by McDonald Carano, LLP and Seward & Kissel, LLP.
CYXTERA TECHNOLOGIES: Seeks to Tap Hilco as Real Estate Consultant
------------------------------------------------------------------
Cyxtera Technologies, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of New Jersey to employ
Hilco Real Estate, LLC as real estate consultant.
The firm will render these services:
(a) meet with the Debtors to ascertain their goals,
objectives, and financial parameters;
(b) review the Debtors' portfolio of leases;
(c) mutually agree with the Debtors with respect to a
strategic plan for restructuring, assigning, subleasing, or
terminating the leases;
(d) negotiate, on the Debtors' behalf, the terms of
restructuring, assignment, sublease, termination, term shortening,
and sale agreements with third parties and the landlords under the
leases, in accordance with the strategy;
(e) provide the Debtors with weekly lease status reports and
period written reports regarding the status of any negotiations;
(f) provide general real estate consulting and advisory
services with respect to the leases and the implementation of the
strategy; and
(g) assist the Debtors in closing the pertinent lease
restructuring, sale, and/or assignment, term shortening, and
termination agreements.
Hilco will be compensated as follows:
(a) Monthly consulting fee of $50,000;
(b) Restructured lease savings fee of 4.5 percent;
(c) Term Shortened Lease Fee equal to one month of gross rent
plus any other measurement of leasehold expense; and
(d) Designated sale and/or assignment lease fee.
In addition, the firm will seek reimbursement for reasonable
out-of-pocket expenses incurred.
Sarah Baker, a managing member of Hilco Real Estate, disclosed in a
court filing that her firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sarah Baker
Hilco Real Estate, LLC
5 Revere Dr., Suite 206
Northbrook, IL 60062
Telephone: (855) 755-2300
Email: sbaker@hilcoglobal.com
About Cyxtera Technologies
Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. --
https://www.cyxtera.com/ -- is a global data center company
providing retail colocation and interconnection services. The
Company provides a suite of connected and automated infrastructure
and interconnection solutions to more than 2,300 enterprises,
service providers and government agencies around the world --
enabling them to scale faster, meet rising consumer expectations
and gain a competitive edge.
Cyxtera and its affiliates sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on
June 4, 2023. In the petition signed by Eric Koza, chief
restructuring officer, the Debtor disclosed up to $131 million in
assets and up to $2.679 billion in liabilities.
Judge John K. Sherwood oversees the case.
The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis
International LLP as general bankruptcy counsel, Cole Schotz P.C.
as co-bankruptcy counsel, Guggenheim Securities, LLC, as investment
banker, and AlixPartners LLP as restructuring advisor. Eric Koza, a
partner and managing director of AlixPartners, is the CRO of the
Debtors. Kurtzman Carson Consultants LLC is the noticing and claims
agent.
The ad hoc group of first lien lenders is represented by Gibson,
Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc., as
financial advisor.
DIEBOLD HOLDING: Seeks to Tap Jackson Walker as Co-Counsel
----------------------------------------------------------
Diebold Holding Company, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Jackson Walker LLP as co-counsel and conflicts counsel.
The firm will render these services:
(a) provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
(b) provide certain services in connection with administration
of the Chapter 11 cases;
(c) review and comment on proposed drafts of pleadings to be
filed with the bankruptcy court;
(d) at the request of the Debtors, appear in court and at any
meeting with the United States Trustee, and any meeting of
creditors at any given time;
(e) perform all other services assigned by the Debtors to the
firm as bankruptcy local and conflicts co-counsel; and
(f) provide legal advice and services on any matter on which
Kirkland may have a conflict or as needed based on specialization.
The hourly rates of Jackson Walker's counsel and staff are as
follows:
Partners $750 - $1,075
Associates $475 - $750
Paraprofessionals $230 - $250
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtors paid an initial retainer to the firm in the amount of
$425,000 for services performed and to be performed in connection
with the filing of these Chapter 11 cases. Prior to the filing of
these cases, the firm received a payment in the aggregate amount of
$244,327.50 from the Debtors.
Jackson Walker provided the following in response to the request
for additional information set forth in Paragraph D.1 of the U.S.
Trustee Fee Guidelines.
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for this
engagement?
Answer: No. The firm and the Debtors have not agreed to any
variations from, or alternatives to, the firm's standard billing
arrangements for this engagement. The rate structure provided by
the firm is appropriate and is not significantly different from (a)
the rates that the Debtors charge for other non-bankruptcy
representatives or (b) the rates of other comparably skilled
professionals.
Question: Do any of the firm professionals in this engagement
vary their rate based on the geographical location of the Debtors'
Chapter 11 cases?
Answer: No. The hourly rates used by the firm in representing the
Debtors are consistent with the rates that the firm charges other
comparable Chapter 11 clients, regardless of the location of the
Chapter 11 case.
Question: If the firm has represented the Debtors in the 12
months prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: My hourly rate is $1,045.00. The rates of other
restructuring attorneys in the firm range from $475 to $1,075 an
hour and the paraprofessional rates range from $230 to $250 per
hour. The firm represented the Debtors during the weeks immediately
before the petition date using the foregoing hourly rates.
Question: Have the Debtors approved the firm's budget and
staffing plan, and if so, for what budget period?
Answer: The firm has not prepared a budget and staffing plan.
Matthew Cavenaugh, Esq., a partner at Jackson Walker, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew D. Cavenaugh, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
About Diebold
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 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. Texas Lead Case No. 23-90602. In the
petition signed by Jonathan B. Leiken, president, Diebold Holding
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 counsels; Ducera Partners LLC as investment banker; FTI
Consulting, Inc. as financial advisor; and Kroll Restructuring
Administration, LLC as claims and noticing agent.
DIEBOLD NIXDORF: $1.25BB DIP Loan from GLAS USA Has Final OK
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized Diebold Holding Company, LLC and its
debtor-affiliates to use cash collateral and obtain postpetition
financing, on a final basis, according to a Senior Secured
Superpriority Debtor-in-Possession Term Loan Credit Agreement with
several financial institutions or other entities and GLAS USA LLC,
as administrative agent and GLAS Americas LLC, as collateral
agent.
Diebold Nixdorf, Incorporated has obtained postpetition financing
pursuant to a superpriority, senior secured and priming
debtor-in-possession term loan credit facility in an aggregate
principal amount of $1.250 billion, consisting of:
(i) $760 million of new money term loans from the DIP Lenders
which will be used, in part, to repay the obligations outstanding
under the Prepetition ABL Credit Agreement; and
(ii) $490 million to effectuate a refinancing of the
obligations outstanding under a Prepetition Superpriority Credit
Agreement,
The DIP Loan is scheduled to mature on September 30, 2023.
Prepetition, the Debtors are parties to several loan documents:
$218,929,000 in Prepetition ABL Loans
Pursuant to the Asset-Based Revolving Credit and Guaranty
Agreement dated as of December 29, 2022, by and among
(1) the Company, as borrower, each of the debtor and
non-debtor guarantors from time to time party thereto,
(3) the Lenders om time to time party thereto, (4) the
Issuing Banks from time to time party thereto and
(5) JPMorgan Chase Bank, N.A., as administrative agent
and J.P. Morgan Chase Bank, N.A. as collateral agent and
GLAS Americas LLC, as European collateral agent, the
Prepetition ABL Secured Parties have extended loans and
other financial accommodations, for the benefit of the
Prepetition ABL Loan Parties. As of the Petition Date,
not less than $218.929 million is outstanding under the
Prepetition ABL Loans.
$400,631,000 in Prepetition Superpriority Term Loans
Pursuant to the Credit Agreement, dated as of December 29,
2022, by and among (1) non-debtor Diebold Nixdorf Holding
Germany GmbH, as borrower, (2) each of the debtor and
nondebtor guarantors from time to time party thereto,
(3) the Lenders from time to time party thereto,
(4) GLAS USA LLC, as administrative agent and (5) GLAS
Americas LLC, as collateral agent, the Prepetition
Superpriority Secured Parties have extended the
Prepetition Superpriority Term Loans, for the benefit of
the Prepetition Superpriority Loan Parties. As of the
Petition Date, not less than $400.631 million is
outstanding under the Prepetition Superpriority Term
Loans.
$631,100,000 in Prepetition 2025 First Lien Term Loans
Pursuant to the Credit Agreement, dated as of December 29,
2022, and other Loan Documents, by and among (1) the
Company, as borrower (2) each of the debtor and non-debtor
guarantors from time to time party thereto, (3) the Lenders
from time to time party thereto, (4) JPMorgan Chase Bank,
N.A., as administrative agent and (d) GLAS Americas LLC,
as collateral agent, the Prepetition 2025 First Lien Term
Loan Lenders provided the Dollar Term Loans and/or the
Euro Term Loans to the Prepetition 2025 First Lien Loan
Parties. As of the Petition Date, not less than $631.1
million is outstanding under the Prepetition 2025 First
Lien Term Loans.
$18,000,000 in Prepetition 2023 Term Loans
Pursuant to the Credit Agreement, dated as of November
23, 2015, by and among (1) the Company, as borrower,
(2) each of the guarantors from time to time party
thereto, (3) the Lenders from time to time party
thereto and GLAS Americas LLC, as successor collateral
agent, the Prepetition 2023 Term Loan Secured Parties
have extended the Prepetition 2023 Term Loans, for the
benefit of the Prepetition 2023 Loan Parties. As of
the Petition Date, not less than $18 million is
outstanding under the Prepetition 2023 Term Loans.
$718,137,000 in Prepetition First Lien U.S. Notes
Pursuant to the amended and restated senior secured notes
indenture for the U.S. dollar-denominated 9.375% senior
secured first lien notes due 2025, dated as of December 29,
2022, by and among (1) the Company, as issuer, (2) each of
the debtor and non-debtor guarantors from time to time
party thereto, (3) U.S. Bank Trust Company, National
Association, as trustee, and (4) GLAS Americas LLC, as
notes collateral agent, the Prepetition First Lien U.S.
Notes Issuer issued the Prepetition First Lien U.S. Notes
and the Prepetition First Lien U.S. Note Guarantors
guaranteed, on a joint and several basis, the obligations
of the Prepetition First Lien U.S. Notes Issuer under the
Prepetition First Lien U.S. Notes Indenture and the other
Prepetition First Lien U.S. Notes Documents. As of the
Petition Date, not less than $718.137 million is
outstanding under the Prepetition First Lien U.S. Notes.
$384,800,000 in Prepetition First Lien Euro Notes
Pursuant to the amended and restated senior secured notes
indenture for the Euro-denominated 9% senior secured first
lien notes due 2025, dated as of December 29, 2022, by and
among (1) Diebold Nixdorf Dutch Holding B.V., as issuer,
(2) the Company and each of the other debtor and non-debtor
guarantors from time to time party thereto, (3) U.S. Bank
Trust Company, National Association, as trustee, for the
benefit of the holders of the Prepetition First Lien Euro
Notes and (4) GLAS Americas LLC, as notes collateral agent,
the Prepetition First Lien Euro Notes Issuer issued the
Prepetition First Lien Euro Notes and the Prepetition First
Lien Euro Note Guarantors guaranteed, on a joint and
several basis, the obligations of the Prepetition First
Lien Euro Notes Issuer under the Prepetition First Lien
Euro Notes Indenture and the other Prepetition First Lien
Euro Notes Documents. Not less than $384.8 million is
outstanding under the Prepetition First Lien Euro Notes.
$333,700,000 in Prepetition Second Lien Notes
Pursuant to the indenture for the 8.50%/12.50% senior
secured second lien PIK toggle notes due 2026, dated as of
December 29, 2022, by and among (1) the Company, as issuer,
(b) each of the debtor and non-debtor guarantors from time
to time party thereto, (3) U.S. Bank Trust Company,
National Association, a national banking association, as
trustee for the benefit of the holders of Prepetition
Second Lien Notes, and (d) GLAS Americas LLC, as notes
collateral agent, the Prepetition Second Lien Notes Issuer
issued the Prepetition Second Lien Notes and the
Prepetition Second Lien Notes Guarantors guaranteed on a
joint and several basis the obligations of the Prepetition
Second Lien Notes Issuer under the Prepetition Second Lien
Notes Indenture and the other Prepetition Second Lien
Notes Documents. Not less than $333.7 million is
outstanding under the Prepetition Second Lien Notes.
The Debtors have an immediate and critical need to obtain the DIP
Financing and use the Prepetition Collateral to, among other
things, (a) permit the orderly continuation of the operation of
their business, (b) maintain business relationships with vendors,
suppliers and customers, (c) make payroll, (d) make capital
expenditures, (e) satisfy other working capital and operational
needs and (f) fund expenses of the Chapter 11 Cases.
The Prepetition Secured Parties will receive adequate protection to
protect against any diminution in value of their respective
interests in the Prepetition Collateral.
The Prepetition First Lien Secured Parties and the Prepetition
Second Lien Notes Secured Parties are granted a valid, perfected
replacement security interest in and lien upon all of the DIP
Collateral and an allowed superpriority administrative expense
claim as provided for in 11 U.S.C. section 507(b) in the amount of
the First Lien Adequate Protection Claims.
The Debtors will continue to maintain and insure the Prepetition
Collateral and DIP Collateral in amounts and for the risks, and by
the entities, as required under the Prepetition Debt Documents and
the DIP Documents.
Davis Polk & Wardwell LLP, Houlihan Lokey, Inc., Loyens Loeff N.A.,
and Porter Hedges LLP advise an ad hoc group of lenders. White &
Case LLP advise prepetition agents.
A copy of the Final DIP Order and the Debtor's budget is available
at https://urlcurt.com/u?l=ToVm9Y from PacerMonitor.com.
The Debtor projects total disbursements, on a weekly basis, as
follows:
$106,313,000 for the week ending July 9, 2023;
$80,375,000 for the week ending July 16, 2023;
$88,637,000 for the week ending July 23, 2023; and
$140,292,000 for the week ending July 30, 2023.
About Diebold Nixdorf
Diebold Nixdorf, Incorporated automates, digitizes and transforms
the way people bank and shop. As a partner to the majority of the
world's top 100 financial institutions and top 25 global retailers,
its integrated solutions connect digital and physical channels
conveniently, securely and efficiently for millions of consumers
each day.
Diebold Nixdorf Inc. and several affiliated entities sought
protection under Chapter 11 of the U.S. Bankruptcy Code on June 1,
2023. The cases are jointly administered under the case of Diebold
Holding Company, Inc., Bankr. S.D. Tex. Lead Case No. 23-90602. In
the petition signed by Jonathan B. Leiken, president, Diebold
disclosed $3.09 billion in assets and $2.57 billion in
liabilities.
Diebold Nixdorf Dutch Holding B.V. commenced voluntary
reorganization proceedings pursuant to the Wet Homologatie
Onderhands Akkoord under Netherlands law in the District Court of
Amsterdam. Diebold Netherlands sought recognition of the Dutch
Proceeding under Chapter 15 of the Bankruptcy Code.
Judge David R. Jones oversees the Chapter 11 cases.
The Chapter 11 Debtors tapped Jones Day and Jackson Walker LLP as
legal counsel, Ducera Partners LLC as financial advisor, FTI
Consulting, Inc., as investment banker, Kroll Restructuring
Administration, LLC as claims and noticing agent.
Carlin Adrianopoli is appointed as Foreign Representative for
thepurposes of any case commenced under Chapter 15.
DIVERSIFIED POWER: Taps Davis Ermis & Roberts as Legal Counsel
--------------------------------------------------------------
Diversified Power Systems, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to employ Davis
Ermis & Roberts, P.C. to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $475 per hour
Paralegals $120 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Craig Davis, Esq., a partner at Davis Ermis & Roberts, 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:
Craig D. Davis, Esq.
Davis Ermis & Roberts, P.C.
1521 N. Cooper, Suite 860
Arlington, TX 76011
Tel: (972) 263-5922
Fax: (972) 262-3264
About Diversified Power Systems
Diversified Power Systems, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No.
23-41834) on June 28, 2023, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities. Behrooz Vida, Esq., at the
Vida Law Firm, PLLC has been appointed as Subchapter V trustee.
Judge Mark X. Mullin oversees the case.
Craig Douglas Davis, Esq., at Davis, Ermis & Roberts, P.C. is the
Debtor's legal counsel.
DMG PRACTICE: S&P Downgrades ICR to 'B-', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its rating on DMG Practice Management
Solutions LLC's (together with its affiliates, Duly Health and
Care) to 'B-' from 'B'.
The negative outlook indicates risk to S&P's base case that DMG
will successfully manage its transition in business mix, allowing
it to generate modest positive free operating cash flow (FOCF)
beginning in 2024.
Despite substantial growth in revenue in 2022, EBITDA growth has
lagged. DMG's growth rate of about 46% in revenue is primarily due
to its expansion into capitated global risk contracts and the
full-year impact of acquisitions completed in 2021. The company's
ongoing shift to more global risk business has contributed to the
rapid increase in revenues but also increased medical claims
associated with the capitated plans, slowing EBITDA and free cash
flow. S&P said, "The company underperformed our expectations in
2022 with adjusted leverage of about 18x versus the expected 7.1x
and adjusted FOCF deficit of $40 million versus an expected inflow
of $58 million. In the first quarter of 2023, DMG implemented
cost-saving measures to address the increased pressure on cash flow
that we expect to benefit the second half of 2023. However, we
expect modest cash flow deficits in 2023 before they turn positive
in 2024."
DMG has significant uncertainty due to its change in business mix.
While S&P projects DMG's business transition to increase margins
and cash flow, its foray into Medicare Advantage Global Risk
introduces substantial uncertainty in the near term, given the
company's relatively short track record. DMG is yet to generate
positive cash flow from its new venture with cost of services in
the first quarter exceeding per member per month payments received.
S&P expects this to be a continuing trend as the company acquires
new members to generate growth.
S&P said, "We expect less than adequate liquidity due to debt and
deferred acquisition payments by the end of 2023. Duly obtained a
364-day securitization facility in the first quarter of 2023. Since
the business is cyclical with generally elevated accounts
receivable in the start of the year, we expect it to require the
securitization facility on an ongoing basis. The pressure on
liquidity is compounded by the $20 million deferred acquisition
payment due by the end of 2023. DMG's liquidity heavily depends on
its ability to continue to monetize its accounts receivables and
follow through on cost-saving measures implemented in the first
quarter. While we believe the company will extend this facility
beyond the original 364-day term, we believe it could be pressured
to fund operations into 2024 absent this source of liquidity.
"Our negative outlook reflects risk to our base case that DMG will
successfully manage its business transition and generate modest
positive FOCF beginning in 2024."
S&P could lower the rating if:
-- DMG's planned operational turnaround is unsuccessful or
delayed; or
-- The company cannot maintain access to liquidity during the
transition.
S&P could revise the outlook to stable if:
-- DMG generates positive FOCF such that it successfully
transitions its business; and
-- S&P becomes more confident it will maintain sufficient sources
of liquidity to fund its business on an ongoing basis.
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis. We view financial
sponsor-owned companies with aggressive or highly leveraged
financial risk profiles as demonstrating corporate decision-making
that prioritizes the interests of controlling owners, typically
with finite holding periods and a focus on maximizing shareholder
returns."
DOMTAR CORP: Fitch Affirms 'BB' Rating, Outlook Negative
--------------------------------------------------------
Fitch Ratings has affirmed Domtar Corporation at 'BB'. The Rating
Outlook is Negative. In addition, Fitch has assigned Domtar's Farm
Credit Term Loan A due 2030 and Farm Credit Term Loan B due 2028
'BB+'/'RR2' ratings.
The ratings reflect the increased scale and product diversification
the Resolute Forest Product's (RFP) acquisition brings to Domtar's
business profile, offset by higher cash flow volatility driven by
cyclical lumber pricing. The Negative Outlook reflects the
relatively high post-acquisition leverage, at the upper end of
Fitch's sensitivity range, at a time of increasing economic
headwinds and pressured commodity prices, which could delay
deleveraging. The ratings are bolstered by the company's adequate
liquidity.
KEY RATING DRIVERS
Diversified Forest Products Portfolio: Following the Resolute
acquisition, Domtar has a large-scale forest products portfolio
across North American paper, pulp, and containerboard, and benefits
from competitive cost positions and end market diversification.
Domtar's paper production is favorably positioned in the lower half
of the cost curve, which partly mitigates against a secular decline
in consumption. The paper market also benefits from an orderly
market structure, with major producers, including Domtar, regularly
reducing capacity to maintain a market supply/demand balance.
Domtar's growing containerboard segment benefits from long term
growth in e-commerce and box shipments via its recently completed
Kingsport facility. Pulp and fluff production is exposed to
long-term demand growth for sanitary products, especially in Asia.
The lumber business acquired with Resolute is the fifth largest in
North America, with high potential cash flow, and exposure to a
long-term housing deficit in the U.S.
Elevated Leverage: Fitch expects Domtar's YE 2023 leverage will be
approximately 3.9x, significantly above the YE 2022 level of 2.0x
as a result of the additional acquisition debt and the weaker
lumber and pulp prices materializing in 2023. Through the forecast
period, Fitch expect Domtar will still be able to slowly de-lever
toward its 2.5x Net Debt target, although the pace will remain
highly dependent upon variable commodities pricing.
Domtar completed its acquisition of RFP in March 2023, adding
incremental debt of approximately $1.2 billion and a $500 million
equity contribution from Domtar parent Paper Excellence, yielding
total funded debt of approximately $2.4 billion at 1Q23. The
pending sale of Domtar's Dryden and Resolute's Thunder Bay
facilities are expected to close during the 2H23, and combined
proceeds of $450 million will add to Domtar's cash liquidity,
providing an additional buffer against a more cyclical operating
profile following the Resolute acquisition.
Cyclical Weakness in Lumber and Pulp: While Domtar's acquisition of
Resolute roughly doubled the size of the company and added product
diversification, overall exposure to cyclical end markets increased
via the addition of RFPs large wood products business. RPF is one
of the largest softwood lumber producers in North America, with an
annual capacity of 2.9 billion board feet. RFP's lumber operations
have been highly variable over the past several years, generating
EBITDA ranging from a recent annual low of $28 million during 2019
to over $800 million through the 1H22.
Fitch forecasts a weaker demand environment in the next 12
months-18 months as new residential construction and repair and
remodel activity are projected to decline amid an uncertain
economic backdrop and continued housing affordability issues.
Subsequently, Fitch expect lumber prices to remain depressed, which
will keep Domtar's lumber business near breakeven EBITDA generation
levels through 2024. Fitch also note that pulp prices have been
trending lower in recent months and are likely to continue to
remain soft as inventories remain high, some new supply has entered
the global market, and demand is weakening in China and elsewhere
due to slowing economic activity.
Moderating Capex to Help Cash Flows: Domtar's $400 million
conversion of its Kingsport facility from uncoated paper to
containerboard was completed at the end of 2022, which will reduce
annual capex spending going forward to the $320 million-$350
million range, down from $440 million spent in 2022. Maintenance
capex is roughly $150 million per annum, with the balance expected
to be spent on strategic conversions, yet leaving some additional
room to cut spending should market conditions deteriorate further.
Fitch estimate that EBITDA will be in the $650 million range for
2023, which will yield roughly neutral FCF.
Sufficient Liquidity: Pro-forma for the sale of Dryden and Thunder
Bay, Domtar will have approximately $1 billion in liquidity,
comprised of $557 million of availability on its $1 billion ABL (as
of March 31, 2023), plus cash of approximately $500 million. Fitch
believe this represents a sufficient cushion to see Domtar through
several years of depressed pricing and minimal FCF generation.
Additionally, the company's maturity schedule is light, with most
of the capital structure coming due in 2028.
Negative Outlook: The Negative Outlook reflects Domtar's elevated
leverage which is at upper end of Fitch's sensitivity range at the
beginning of a period of potentially prolonged market weakness. The
outlook also reflects the possibility of additional modestly sized
tuck in acquisitions, which if partially debt funded, could push
out the horizon for deleveraging towards management's 2.5x net debt
target.
DERIVATION SUMMARY
Domtar is among the leading freesheet paper businesses in the
consolidated North American market, and holds market positioning
comparable to that of Berry, Sealed Air and Crown which compete in
the more fragmented packaging market. Packaging peers' end markets,
however, are significantly more robust, driven by stable consumer
nondiscretionary food and beverage end markets, while Domtar's
freesheet paper segment is in secular volume decline, a process
which may accelerate with the work-from-home trend.
Domtar's approximately $725 million in annual EBITDA is
considerably smaller than forest products peers International Paper
($3 billion in annual EBITDA) and Packaging Corporation of America
($1.3 billion in annual EBITDA), as well as packaging peers
including Berry (EBITDA of $2.4 billion) and Silgan (EBITDA of $750
million). Compared to other peers that are publicly listed, Domtar
is privately owned by Paper Excellence and its strategy is less
transparent than peers.
Domtar's standalone EBITDA margins have historically ranged between
11%-14% and are lower than Klabin's 30%-40% typical margins due to
the latter's leading scale and low-cost position in commodity pulp
products. Domtar's margins are in the same low-mid teens area as
Crown and Sealed Air, and slightly lower than Berry, although
Domtar's margin volatility is somewhat higher than packaging peers
due to its exposure to cyclical pulp prices.
Fitch also notes while maintenance capex requirements are low,
Domtar could face capital investment needs over coming years to
convert freesheet capacity pulp and containerboard production, a
demand which exceeds that of peer packaging companies which
typically face capital investment requirements below 5% of sales of
a more discretionary nature.
Domtar's leverage, post-acquisition, is expected to remain lower
than packaging peers, in the 3.5x area through the forecast period,
as compared with Berry which is expected to maintain total leverage
in the 3.5x-4x area, Silgan in the 4.0x total leverage area, and
Crown Holdings in the high 4x area. Domtar's gross leverage is
higher than International Paper's 2020 level of 2.5x and Packaging
Corporation of America's 2.1x 2020 level.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Resolute Forest Products acquisition completed and funded March
2023;
-- Lumber prices remain subdued during forecast period reflecting
cooling U.S. housing market;
-- Generally supportive paper, and containerboard markets; pulp
prices in downcycle;
-- Annual $95 million pension contribution post Resolute
acquisition;
-- $450 million in asset sale proceeds in 2023.
Fitch's Key Assumptions Within Fitch Stress Case for the Issuer
-- Incrementally weaker lumber pricing through the forecast period
reflecting a more pronounced downturn in U.S. housing market.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- EBITDA Leverage consistently below 2.5x;
-- Maintenance of adequate liquidity commensurate with a more
highly cyclical business profile;
-- Adherence to credit conscious capital allocation policies.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- EBITDA Leverage consistently above 3.5x;
-- Failure to maintain adequate liquidity in support of a more
highly cyclical business profile;
-- Weakening in leverage targeting or credit policies, including
those involving shareholder payments or related party
transactions;
- Any change in policies or actions which erode the standalone
management of Domtar's financial policies.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: As of March 31, 2023, Domtar had cash on hand
of $91 million and $557 million available on their $1 billion ABL
revolving facility (outstanding borrowings consisting of $260
million in borrowings and $183 million in LOCs). Cash flow
generation is expected to be mostly positive after the acquisition.
Fitch expects Domtar to have adequate liquidity to meet its
financial commitments over the forecast period.
Manageable Debt Maturities: The majority of Domtar's debt,
including Farm Term Loan B, the First Lien Term Loan, Senior
Secured Bonds, and the ABL come due in 2028. $266 million of
Domtar's 2042 and 2044 Senior Unsecured Notes remain in the capital
structure following a tender process.
ISSUER PROFILE
Domtar Corporation manufactures uncoated freesheet paper, pulp
fluff and specialty pulp, as well as lumber products.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
DTC CABOOSE: Taps Maxsen Champion as Bankruptcy Attorney
--------------------------------------------------------
DTC Caboose Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of New York to employ Maxsen Champion, Esq.,
a practicing attorney in Fayetteville, N.Y., to handle its Chapter
11 case.
Mr. Champion will be compensated at $250 per hour for his services
and will be reimbursed for out-of-pocket expenses incurred.
The attorney received from the Debtor a pre-bankruptcy retainer in
the amount of $5,000.
Mr. Champion disclosed in a court filing that he does not represent
any interest adverse to the Debtor and its estate.
Mr. Champion can be reached at:
Maxsen D. Champion, Esq.
8578 East Genesee Street
Fayetteville, NY 13066
Tel: (315) 664-2550
Email: max2040@live.com
About DTC Caboose
DTC Caboose, Inc. is a New York State corporation formed on March
17, 2004.
DTC Caboose filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60330) on May 11,
2023, with as much as $50,000 in assets and $100,001 to $500,000 in
liabilities. Francis Brennan, Esq., at Nolan Heller Kauffman, LLP
has been appointed as Subchapter V trustee.
Judge Patrick G. Radel oversees the case.
The Debtor is represented by Maxsen D. Champion, Esq., a practicing
attorney in Fayetteville, N.Y.
ENVISION HEALTHCARE: Committee Seeks to Tap White & Case as Counsel
-------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Envision Healthcare Corporation and affiliates
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ White & Case, LLP as its counsel.
The firm will render these services:
(a) advise the committee regarding its rights, powers, and
duties under the Bankruptcy Code and in connection with these
Chapter 11 cases;
(b) assist and advise the committee in its consultations and
negotiations with the Debtors concerning the administration of
these Chapter 11 cases;
(c) assist and advise the committee in its examination,
investigation, and analysis of the acts, conduct, assets,
liabilities, and financial condition of the Debtors;
(d) assist the committee in the formulation, review, analysis,
and negotiation of any chapter 11 plan(s) that have been or may be
filed and assist the committee in the formulation, review,
analysis, and negotiation of the disclosure statement accompanying
any Chapter 11 plan(s);
(e) take all necessary action to protect and preserve the
interests of the committee and creditors holding general unsecured
claims against the Debtors' estates;
(f) review and analyze motions, applications, orders,
statements of operations, and schedules filed with the Bankruptcy
Court and advise the committee as to their propriety;
(g) prepare on behalf of the committee all necessary
pleadings, applications, memoranda, orders, reports, and other
papers, in support of positions taken by the committee;
(h) represent the committee at all court hearings, statutory
meetings of creditors, and other proceedings before this court;
(i) assist the committee in the review, analysis, and
negotiation of any prepetition and exit financing agreements and
sale processes;
(j) assist and advise the committee as to its communications
with its constituents regarding significant matters in these
Chapter 11 cases; and
(k) perform such other legal services as required or otherwise
deemed to be in the interests of the committee in connection with
these Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,370 - $2,100
Counsel $1,310
Associates $740 - $1,270
Paraprofessionals $215 - $640
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
Harrison Denman, Esq., a partner at White & Case, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Harrison Denman, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
Email: hdenman@whitecase.com
About Envision Healthcare Corporation
Envision Healthcare Corporation -- http://www.EnvisionHealth.com/
-- is a national medical group that delivers physician and advanced
practice provider services, primarily in the areas of emergency and
hospitalist medicine, anesthesiology, radiology, teleradiology and
neonatology. As a leader in ambulatory surgical care, AMSURG holds
ownership in more than 250 surgery centers in 41 states and the
District of Columbia, with medical specialties ranging from
gastroenterology to ophthalmology and orthopedics. In total, the
medical group offers a differentiated suite of clinical solutions
on a national scale with a local understanding of communities,
creating value for health systems, payers, providers and patients.
On May 15, 2023, Envision and affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 23-90342). Envision reported $1 billion to $10
billion in both assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsels; Jackson Walker, LLP as
conflict counsel and co-counsel with Kirkland & Ellis; Alvarez &
Marsal North America, LLC as restructuring advisor; PJT Partners,
LP as investment banker; and KPMG, LLP as tax consultant. Kroll
Restructuring Administration, LLC is the claims, noticing and
solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped White & Case, LLP as legal counsel and Force Ten
Partners, LLC as financial advisor.
ENVISION HEALTHCARE: Committee Taps Force 10 as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Envision Healthcare Corporation and affiliates
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Force Ten Partners, LLC as financial
advisor.
The firm will render these services:
(a) become familiar with and analyze the Debtors' cash
collateral budgets, assets and liabilities, and overall financial
condition;
(b) review financial and operational information furnished by
the Debtors;
(c) analyze current litigation and impact of same on
creditors' recoveries;
(d) scrutinize the economic terms of various agreements;
(e) analyze the Debtors' proposed restructuring support
agreements and develop alternative scenarios, if necessary;
(f) assess the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
(g) prepare, or review as applicable, avoidance action and
claim analyses;
(h) assist the committee in reviewing the Debtors' financial
reports;
(i) assess any pre-petition and post-petition marketing
processes, advise the Committee thereof in conjunction with any to
be hired investment banking firm, and assist in supplementing any
post-petition marketing processes;
(j) advise the committee on the current state of these Chapter
11 cases;
(k) advise the committee in negotiations with the Debtors and
third parties as necessary;
(l) if necessary, participate as a witness in hearings before
the court with respect to matters upon which Force 10 has provided
advice; and
(m) other activities as are approved by the committee, its
counsel, and as agreed to by Force 10.
The hourly rates of the firm's counsel and staff are as follows:
Partners $795 - $950
Directors/Managing Directors $550 - $695
Associates/VPs $425 - $550
Analysts $255 - $395
In addition, the firm will seek reimbursement for out-of-pocket
expenses incurred.
Edward Kim, Esq., a partner at Force Ten Partners, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Edward Kim, Esq.
Force Ten Partners, LLC
5271 California Ave., Suite 270
Irvine, CA 92617
Telephone: (949) 357-2360
Email: ekim@force10partners.com
About Envision Healthcare Corporation
Envision Healthcare Corporation -- http://www.EnvisionHealth.com/
-- is a national medical group that delivers physician and advanced
practice provider services, primarily in the areas of emergency and
hospitalist medicine, anesthesiology, radiology, teleradiology and
neonatology. As a leader in ambulatory surgical care, AMSURG holds
ownership in more than 250 surgery centers in 41 states and the
District of Columbia, with medical specialties ranging from
gastroenterology to ophthalmology and orthopedics. In total, the
medical group offers a differentiated suite of clinical solutions
on a national scale with a local understanding of communities,
creating value for health systems, payers, providers and patients.
On May 15, 2023, Envision and affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 23-90342). Envision reported $1 billion to $10
billion in both assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsels; Jackson Walker, LLP as
conflict counsel and co-counsel with Kirkland & Ellis; Alvarez &
Marsal North America, LLC as restructuring advisor; PJT Partners,
LP as investment banker; and KPMG, LLP as tax consultant. Kroll
Restructuring Administration, LLC is the claims, noticing and
solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped White & Case, LLP as legal counsel and Force Ten
Partners, LLC as financial advisor.
EYEWEAR SHOP: Seeks to Hire Tamarez CPA as Accountant
-----------------------------------------------------
Eyewear Shop LLC seeks approval from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ Tamarez CPA, LLC as
accountant.
The firm will render these services:
(a) reconcile financial information to assist the Debtor in
the preparation of monthly operating reports;
(b) assist in the reconciliation and clarification of proof of
claims filed and amount due to creditors;
(c) provide general accounting and tax services by maintaining
the books and records under general accepted accounting principles
(GAAP);
(d) prepare quarterly tax returns for the Puerto Rico
Department of Treasury, Internal Revenue Services and Puerto Rico
Department of Labor and Human Resources;
(e) prepare employees' annual withholding statements, annual
informative returns, and related year-end reconciliation reports;
(f) assist in the monthly filing of sales and use taxes and
payroll taxes deposits;
(g) prepare annual returns, income taxes, annual report,
personal property return, volume business declaration, workmen's
compensation declaration and federal unemployment; and
(h) assist the Debtor and its counsel in the preparation of
the supporting documents for the Chapter 11 reorganization plan.
Tamarez CPA will charge a fixed monthly rate of $600 per reconciled
month, plus reimbursement of expenses incurred.
The firm received a retainer of $3,000.
Albert Tamarez Vasquez, CPA, owner of Tamarez CPA, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Albert Tamarez Vasquez, CPA
Tamarez CPA, LLC
1519 Ave. Ponce De Leon, Suite 412
San Juan, PR 00909
Telephone: (787) 795-2855
Facsimile: (787) 200-7912
Email: atamarez@tamarezcpa.com
About Eyewear Shop
Eyewear Shop, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.P.R. Case No. 23-01967) on June 28, 2023,
with as much as $1 million in both assets and liabilities.
The Debtor tapped Carlos A. Ruiz Rodriguez, Esq., at Licenciado
Carlos Alberto Ruiz, LLC as bankruptcy counsel and Albert Tamarez
Vasquez, CPA, at Tamarez CPA, LLC as accountant.
EYEWEAR SHOP: Taps Licenciado Carlos Alberto Ruiz as Legal Counsel
------------------------------------------------------------------
Eyewear Shop, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Puerto Rico to employ Licenciado Carlos Alberto
Ruiz, LLC to handle its Chapter 11 case.
The firm will be paid at its hourly rate of $275, plus actual and
necessary expenses.
Carlos Ruiz Rodriguez, Esq., an attorney at Licenciado Carlos
Alberto Ruiz, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Carlos A. Ruiz Rodriguez, Esq.
Licenciado Carlos Alberto Ruiz, LLC
P.O. Box 1298
Caguas, PR 00726
Telephone: (787) 286-9775
Email: carlosalbertoruizquiebras@gmail.com
About Eyewear Shop
Eyewear Shop, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.P.R. Case No. 23-01967) on June 28, 2023,
with as much as $1 million in both assets and liabilities.
The Debtor tapped Carlos A. Ruiz Rodriguez, Esq., at Licenciado
Carlos Alberto Ruiz, LLC as bankruptcy counsel and Albert Tamarez
Vasquez, CPA, at Tamarez CPA, LLC as accountant.
FIVE RIVERS: Seeks to Tap Winthrop Golubow Hollander as Counsel
---------------------------------------------------------------
Five Rivers Land Company, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Winthrop Golubow Hollander, LLP as its legal counsel.
The firm will render these legal services:
(a) advise and assist the Debtor with respect to compliance
with the requirements of the Office of the U.S. Trustee;
(b) advise the Debtor regarding matters of bankruptcy law;
(c) represent the Debtor in any proceedings or hearings in
this court and in any proceedings in any other court where the
Debtor's rights may be litigated or affected;
(d) conduct examinations of witnesses, claimants or adverse
parties and prepare legal papers;
(e) advise the Debtor concerning the requirements of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the
Local Bankruptcy Rules;
(f) file any motions, applications or other pleadings
appropriate to effectuate the Debtor's reorganization;
(g) review claims filed in the Debtor's case, and, if
appropriate, to prepare and file objections to disputed claims;
(h) assist the Debtor in the negotiation, formulation,
confirmation, and implementation of its Chapter 11 plan;
(i) take such other action and perform such other services as
the Debtor may require of the firm in connection with its case;
and
(j) address any other bankruptcy-related issues that may arise
in the Debtor's case.
The firm received a retainer of $25,000.
The hourly rates of the firm's counsel and staff are as follows:
Marc J. Winthrop $895
Robert E. Opera $895
Sean A. O'Keefe $895
Richard H. Golubow $795
Garrick A. Hollander $795
Peter W. Lianides $795
Matthew J. Stockl $525
Jeannie Martinez $275
Garrick Hollander, Esq., a partner at Winthrop Golubow Hollander,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Garrick A. Hollander, Esq.
Matthew J. Stockl, Esq.
Winthrop Golubow Hollander, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
Email: ghollander@wghlawyers.com
mstockl@wghlawyers.com
About Five Rivers Land Company
Five Rivers Land Company, LLC is engaged in fruit and tree nut
farming in Newport Beach, Calif.
Five Rivers Land Company filed Chapter 11 petition (Bankr. C.D.
Calif. Case No. 23-11167) on June 6, 2023, with $10 million to $50
million in both assets and liabilities. Judge Theodor Albert
oversees the case.
Garrick A. Hollander, Esq., at Winthrop Golubow Hollander, LLP is
the Debtor's legal counsel.
GB SCIENCES: Incurs $4.1 Million Net Loss in FY Ended March 31
--------------------------------------------------------------
GB Sciences, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $4.13
million on $0 of sales revenue for the year ended March 31, 2023,
compared to a net loss of $530,873 on $0 of sales revenue for the
year ended March 31, 2022.
As of March 31, 2023, the Company had $352,323 in total assets,
$4.76 million in total liabilities, and a total stockholders'
deficit of $4.41 million.
Margate, Florida-based Assurance Dimensions, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated July 14, 2023, citing that the Company incurred a net loss of
$4,125,194 and cash used in operations of $1,526,861 for the year
ended March 31, 2023. In addition, the Company had an accumulated
deficit of $108,705,315 and working capital deficit of $4,450,202
at March 31, 2023. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001165320/000143774923019964/gblx20230331_10k.htm
About GB Sciences
Headquartered in Las Vegas, Nevada, GB Sciences, Inc. is a
plant-inspired, biopharmaceutical research and development company
creating patented, disease-targeted formulations of cannabis- and
other plant-inspired therapeutic mixtures for the prescription drug
market through its wholly owned Canadian subsidiary, GbS Global
Biopharma, Inc.
GENESIS CARE: Seeks to Tap Jackson Walker as Conflicts Counsel
--------------------------------------------------------------
Genesis Care Pty Limited and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Jackson Walker, LLP as co-counsel and conflicts counsel.
The firm will render these services:
(a) provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
(b) provide certain services in connection with administration
of the Chapter 11 cases;
(c) review and comment on proposed drafts of pleadings to be
filed with the bankruptcy court;
(d) at the request of the Debtors, appear in court and at any
meeting with the United States Trustee, and any meeting of
creditors at any given time;
(e) perform all other services assigned by the Debtors to the
firm as bankruptcy local and conflicts co-counsel; and
(f) provide legal advice and services on any matter on which
Kirkland may have a conflict or as needed based on specialization.
The hourly rates of Jackson Walker's counsel and staff are as
follows:
Partners $750 - $1,075
Associates $475 - $750
Paraprofessionals $230 - $250
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtors paid an initial retainer to the firm in the amount of
$295,000 for services performed and to be performed in connection
with the filing of these Chapter 11 cases. Prior to the filing of
these cases, the firm received a payment in the aggregate amount of
$198,646.50 from the Debtors.
Jackson Walker provided the following in response to the request
for additional information set forth in Paragraph D.1 of the U.S.
Trustee Fee Guidelines.
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for this
engagement?
Answer: No. The firm and the Debtors have not agreed to any
variations from, or alternatives to, the firm's standard billing
arrangements for this engagement. The rate structure provided by
the firm is appropriate and is not significantly different from (a)
the rates that the Debtors charge for other non-bankruptcy
representatives or (b) the rates of other comparably skilled
professionals.
Question: Do any of the firm professionals in this engagement
vary their rate based on the geographical location of the Debtors'
Chapter 11 cases?
Answer: No. The hourly rates used by the firm in representing the
Debtors are consistent with the rates that the firm charges other
comparable Chapter 11 clients, regardless of the location of the
Chapter 11 case.
Question: If the firm has represented the Debtors in the 12
months prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: My hourly rate is $1,045.00. The rates of other
restructuring attorneys in the firm range from $475 to $1,075 an
hour and the paraprofessional rates range from $230 to $250 per
hour. The firm represented the Debtors during the weeks immediately
before the petition date using the foregoing hourly rates.
Question: Have the Debtors approved the firm's budget and
staffing plan, and if so, for what budget period?
Answer: The firm has not prepared a budget and staffing plan.
Matthew Cavenaugh, a partner at Jackson Walker, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew D. Cavenaugh, Esq.
Jackson Walker, LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June
1, 2023. In the petition signed by Richard Briggs, as authorized
signatory, the Debtor disclosed up to $10 billion in both assets
and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsels; 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.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Kramer Levin serves as the committee's legal counsel.
GENESIS CARE: Taps Herbert Smith Freehills as Foreign Counsel
-------------------------------------------------------------
Genesis Care Pty Limited and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Herbert Smith Freehills as special foreign counsel.
The firm will render these services:
(a) directors' duties, insolvent trading, and similar issues
applicable to the Australian debtor entities (or where applicable
their Australian subsidiaries);
(b) general restructuring strategy;
(c) formal insolvency filing options for the Australian Debtor
entities in Australia (or where applicable their Australian
subsidiaries);
(d) Australian legal issues including in respect of the
Debtors' regulatory requirements in Australia (or where applicable
their subsidiaries);
(e) local creditor enforcement steps in Australia;
(f) cross-border insolvency recognition and assistance in
Australia;
(g) funding and related security in Australia;
(h) due diligence in connection with restructuring options;
(i) Australian law aspects of any restructuring;
(j) restructuring implementation under Australian law;
(k) evaluating Australian law claims by and against the group
or claims against Australian Debtors (or where applicable their
Australian subsidiaries);
(l) other Australian law matters arising in connection with
the ongoing trading of the Australian Debtors through their Chapter
11 cases;
(m) advice in respect of the sale of CRO;
(n) various matters engaged by certain of the Debtors prior to
the petition date as set out in Schedule III of the Engagement
Letter; and
(o) performing all other necessary legal services in
connection therewith.
The firm received payments and advances in the aggregate amount of
A$1,607,830.46.
From July 1, the firm's standard hourly rates are as follows:
Partners and Counsel A$880 - A$1,320
Associates and Solicitors A$418 - A$935
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtors paid an initial retainer to the firm in the amount of
$295,000 for services performed and to be performed in connection
with the filing of these Chapter 11 cases. Prior to the filing of
these cases, the firm received a payment in the aggregate amount of
$198,646.50 from the Debtors.
Herbert Smith Freehills provided the following in response to the
request for additional information set forth in Paragraph D.1 of
the U.S. Trustee Fee Guidelines.
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals in this engagement vary
their rate based on the geographical location of the bankruptcy
case?
Answer: No.
Question: If the firm has represented the Debtors in the 12
months prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: The firm represented some of the Debtors in various
matters ("Matters") in the 12 months prior to the petition date.
Each of the Matters were subject to the firm's standard hourly
rates at the relevant time but with a client discount rate of 10%
which applied in relation to all legal services provided by the
firm to the relevant Debtors. For the 12 months commencing on July
1, 2022, the firm's standard AUS hourly rates were A$814 - A$1,210
(inclusive of GST) for partners and counsel, and A$396 - A$869
(inclusive of GST) for associates and solicitors (i.e. with the 10%
discount, the firm's standard AUS hourly rates were A$733
-A$1,089(inclusive of GST) for partners and counsel, and A$356.00 -
A$782.00 (inclusive of GST) for associates and solicitors). From 1
July 2023, the firm's standard AUS hourly rates were A$880 -
A$1,320 (inclusive of GST) for partners and counsel, and A$418 -
A$935 (inclusive of GST) for associates and solicitors. The firm's
billing rates increased on July 1, 2023 in accordance with its
standard annual rate increase. The firm does not apply client
discount rates to insolvency and restructuring engagements and
therefore the 10% discount is not being applied to this Chapter 11
engagement.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Answer: The firm is developing a prospective budget and staffing
plan for these Chapter 11 cases. The firm and the Debtors will
review such budget following the close of the budget period to
determine a budget for the following period.
Paul Apathy, Esq., a partner at Herbert Smith Freehills, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul Apathy, Esq.
Herbert Smith Freehills
ANZ Tower 161 Castlereagh Street
Sydney, NSW 2000
Telephone: +61 2 9225-5097
Email: paul.apathy@hsf.com
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June
1, 2023. In the petition signed by Richard Briggs, as authorized
signatory, the Debtor disclosed up to $10 billion in both assets
and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsels; 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.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Kramer Levin serves as the committee's legal counsel.
GLOBAL PREMIER: Taps Winthrop Golubow Hollander as Legal Counsel
----------------------------------------------------------------
Global Premier Regency Palms Palmdale, LP seeks approval from the
U.S. Bankruptcy Court for the Central District of California to
employ Winthrop Golubow Hollander, LLP as its legal counsel.
The Debtor requires legal counsel to:
(a) give advice and help the Debtor comply with the
requirements of the Office of the U.S. Trustee;
(b) advise the Debtor regarding matters of bankruptcy law;
(c) represent the Debtor in any proceedings or hearings in the
bankruptcy court or in other courts where the Debtor's rights may
be litigated or affected;
(d) conduct examinations of witnesses, claimants or adverse
parties, and prepare legal papers;
(e) advise the Debtor concerning the requirements of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the
Local Bankruptcy Rules;
(f) file legal documents necessary to effectuate the Debtor's
reorganization;
(g) review claims filed in the Debtor's Chapter 11 case, and,
if appropriate, prepare and file objections to disputed claims;
(h) assist the Debtor in the negotiation, formulation,
confirmation and implementation of its Chapter 11 plan;
(i) address any other bankruptcy-related issues that may arise
in the Debtor's case; and
(j) take such other actions and perform such other services as
the Debtor may require of the firm in connection with its case.
The firm will be paid at these rates:
Marc J. Winthrop $895 per hour
Robert E. Opera $895 per hour
Sean A. O'Keefe $895 per hour
Richard H. Golubow $795 per hour
Garrick A. Hollander $795 per hour
Peter W. Lianides $795 per hour
Matthew J. Stockl $525 per hour
Jeannie Martinez $225 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm held a retainer of $27,000 as of the petition date.
Garrick Hollander, Esq., a partner at Winthrop, 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:
Garrick A. Hollander, Esq.
Matthew J. Stockl, Esq.
Winthrop Golubow Hollander, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Telephone: (949) 720-4100
Facsimile: (949) 720-4111
Email: ghollander@wghlawyers.com
mstockl@wghlawyers.com
About Global Premier Regency Palms Palmdale
Global Premier Regency Palms Palmdale, LP filed its voluntary
petition for Chapter 11 protection (Bankr. C.D. Calif. Case No.
23-10454) on June 2, 2023, with $10 million to $50 million in both
assets and liabilities. Judge Barry Russell oversees the case.
Winthrop Golubow Hollander, LLP serves as the Debtor's legal
counsel.
GLOBAL PROCESSING: Taps G. DeWeese of DeWeese Consulting as CRO
---------------------------------------------------------------
Global Processing, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Iowa to employ Gregory DeWeese
of DeWeese Consulting, LLC as its chief restructuring officer.
The Debtor requires a CRO to manage all aspects of its business.
Mr. DeWeese will be paid at the hourly rate of $450 for its
services and an hourly rate of $225 for travel time.
The initial retainer paid to Mr. DeWeese is $30,000.
Mr. DeWeese disclosed in a court filing that he is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The CRO can be reached at:
Gregory DeWeese
DeWeese Consulting, LLC
4875 Linden Cove Ln.
Savage, MN 55378
Phone: 860.693.3988
Email: Deweesecc@Gmail.com
About Global Processing Inc.
Global Processing, Inc. -- http://www.globalprocessing.org/--
supplies customers around the world with value-added, quality,
farm-grown food products. The company is based in Kanawha, Iowa.
Global Processing filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00669) on Oct.
24, 2022, with $10 million to $50 million in both assets and
liabilities. David M. Wilcox, president of Global Processing,
signed the petition.
Judge Thad J. Collins oversees the case.
The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC
as bankruptcy counsel; Nyemaster Goode, P.C. Law Firm as special
litigation counsel; and Gregory DeWeese of DeWeese Consulting, LLC
as chief restructuring officer.
Mary Jensen, Acting U.S. Trustee for Region 12, appointed an
official committee of unsecured creditors on Dec. 1, 2022. The
committee tapped Gislason & Hunter, LLP as its counsel.
GRS RESTAURANT: Seeks to Tap Belvedere Legal as Bankruptcy Counsel
------------------------------------------------------------------
GRS Restaurant Group, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to employ Belvedere
Legal, PC as its counsel.
The firm will render these services:
(a) advise and represent the Debtor to all matters and
proceedings within this Chapter 11 case, other than those
particular areas that may be assigned to special counsel;
(b) assist, advise, and represent the Debtor in any manner
relevant to a review of its debts, obligations, maximization of its
assets and where appropriate, disposition thereof;
(c) assist, advise, and represent the Debtor in the operation,
reorganization, and/or liquidation of its business, if
appropriate;
(d) assist, advise, and represent the Debtor in the
performance of all of its duties and powers under the Bankruptcy
Code and Bankruptcy Rules, and in the performance of such other
services as are in the interests of the estate; and
(e) assist, advise, and represent the Debtor in dealing with
its creditors and other constituencies, analyzing the claims in
this case and formulating and seeking approval of a Plan of
Reorganization.
The Debtor paid a total pre-petition retainer of $20,000.
The firm will be paid at its hourly rate of $595, plus expenses.
Matthew Metzger, Esq., an attorney at Belvedere Legal, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew D. Metzger, Esq.
Belvedere Legal, PC
1777 Borel Place, Suite 314
San Mateo, CA 94402
Telephone: (415) 513-5980
Facsimile: (415) 513-5985
Email: mmetzger@belvederelegal.com
About GRS Restaurant
GRS Restaurant Group, Inc., doing business as Stacks, operates in
the restaurant industry. It is based in Burlingame, Calif.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-30430) on June 30, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Gina Klump, Esq., at the
Law Office of Gina R. Klump, has been appointed as Subchapter V
trustee.
Judge Hannah L. Blumenstiel oversees the case.
Matthew D. Metzger, Esq., at Belvedere Legal, PC represents the
Debtor as counsel.
GUR-MEAT INC: Gets OK to Hire Tamarez CPA as Accountant
-------------------------------------------------------
Gur-Meat, Inc. received approval from the U.S. Bankruptcy Court for
the District of Puerto Rico to hire Tamarez CPA, LLC.
The Debtor requires an accountant to:
a) reconcile financial information to assist the Debtor in the
preparation of monthly operating reports;
b) assist in the reconciliation and clarification of proofs of
claim filed and amount due to creditors;
c) provide general accounting and tax services to prepare
quarterly and year-end reports and income tax; and
d) assist in the preparation of the supporting documents for
the Chapter 11 reorganization plan, including negotiation with
creditors.
Tamarez CPA will charge these hourly fees:
Albert Tamarez-Vasquez, CPA, CIRA $165 per hour
CPA Supervisor $110 per hour
Senior Accountant $90 per hour
Staff Accountant $70 per hour
The firm received a post-petition retainer in the amount of
$5,000.
As disclosed in court filings, Tamarez CPA is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Albert Tamarez-Vasquez, CPA, CIRA
Tamarez CPA, LLC
First Federal Saving Building, 1519 Ave.
Ponce De Leon Suite 412
San Juan, PR 00909-1713
Phone: (787) 795-2855
Fax: (787) 200-7912
Email: atamarez@tamarezcpa.com
About Gur-Meat Inc.
Gur-Meat Inc. is engaged in the business of processing meat
products and the selling of pre-packaged food products to fast food
restaurants and other constituents of the food industry since March
2009. The company is based in Garrochales, P.R.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-01914) on June 23,
2023. In the petition signed by Mariely Ramos Rojas, president, the
Debtor disclosed $292,906 in assets and $3,598,904 in liabilities.
Judge Maria De Los Angeles Gonzalez oversees the case.
Javier Vilarino, Esq., at Villarino and Associates, represents the
Debtor as legal counsel.
INSTANT BRAND: Pioneer Fund Marks $334,469 Loan at 62% Off
----------------------------------------------------------
Pioneer Diversified High Income Fund, Inc has marked its $334,469
loan extended to Instant Brands Holdings, Inc to market at $128,352
or 38% of the outstanding amount, as of April 30, 2023, according
to a disclosure contained in Pioneer Fund's Form N-CSR for the
Fiscal year ended April 30, 2023, filed with the Securities and
Exchange Commission.
Pioneer Fund is a participant in an Initial Loan (LIBOR + 500 bps)
to Instant Brands Holdings, Inc. The loan accrues interest at
9.953% per annum. The loan matures on April 12, 2028.
Pioneer Diversified High Income Fund, Inc. is organized as a
Maryland corporation. Prior to April 21, 2021, the Fund was
organized as a Delaware statutory trust. On April 21, 2021, the
Fund redomiciled to a Maryland corporation through a statutory
merger of the predecessor Delaware statutory trust with and into a
newly established Maryland corporation formed for the purpose of
effecting the redomiciling. The Fund was originally organized on
January 30, 2007. Prior to commencing operations on May 30, 2007,
the Fund had no operations other than matters relating to its
organization and registration as a diversified, closed-end
management investment company under the Investment Company Act of
1940, as amended. The investment objective of the Fund is to seek a
high level of current income and the Fund may, as a secondary
objective, also seek capital appreciation to the extent that it is
consistent with its investment objective.
Instant Brands Holdings Inc. designs, manufactures and markets
kitchen products. The Company offers bakeware, dinnerware, kitchen,
and household tools for storage and cutlery.
IRONNET INC: Intends to Voluntarily Delist Securities from NYSE
---------------------------------------------------------------
IronNet, Inc. (together with its subsidiaries, "IronNet", "we",
"us" or the "Company") (NYSE: IRNT) on July 17 announced its
intention to voluntarily delist from the New York Stock Exchange
("NYSE").
This announcement follows the Company's receipt of notice from the
NYSE that the Company is not in compliance with the NYSE's
continued listing standards. The Company has been evaluating its
options with respect to its NYSE listing. After discussions and
deliberations on these matters, the Company's board of directors
has approved a resolution authorizing the Company to voluntarily
delist from the NYSE.
On July 17, 2023, the Company notified NYSE of its intent to
voluntarily delist its securities from NYSE. The Company currently
anticipates that it will file a Form 25 with the Securities and
Exchange Commission (the "SEC") relating to the delisting on or
about July 27, 2023, and anticipates that the delisting of its
securities will become effective on or about August 6, 2023.
Following delisting, the Company expects that its common stock will
be traded on over-the-counter markets.
The Company does not expect that the delisting will have any
adverse effects on its business operations, and the Company will
remain subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended.
About IronNet, Inc.
Founded in 2014 by GEN (Ret.) Keith Alexander, IronNet, Inc. (NYSE:
IRNT) is a global cybersecurity leader that is transforming how
organizations secure their networks by delivering the first-ever
collective defense platform operating at scale. Employing a number
of former NSA cybersecurity operators with offensive and defensive
cyber experience, IronNet integrates deep tradecraft knowledge into
its industry-leading products to solve the most challenging cyber
problems facing the world today.
JAGUAR HEALTH: John Fife, Fredrick Waid Report 9.99% Stake
----------------------------------------------------------
John Fife and Fredrick Waid disclosed in a Schedule 13G filed with
the Securities and Exchange Commission that as of May 8, 2023, they
beneficially owned 19,086 shares of common stock of Jaguar Health,
Inc., on behalf of John M. Fife, and 1,889,565 on behalf of
Fredrick Waid, representing 9.99 percent of the shares outstanding.
The percentage was calculated based on 19,105,622 shares
outstanding as of May 19, 2023, as reported by the Issuer in its
Annual Report to Security Holders filed with the SEC on June 1,
2023.
The 1,908,651 shares referenced in this Schedule 13G are issued
into the name of Uptown Capital, LLC, a Utah limited liability
company. Uptown is wholly-owned by Andersonville Capital, LLC, a
Delaware limited liability company. Andersonville is 99%
beneficially owned by the Van Sicklen Road Trust and 1%
beneficially owned by John M. Fife. The Trust is managed by
Fredrick Waid, who serves as its trustee. Fife has sole voting
power of Andersonville.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1407316/000156761923006586/doc1.htm
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial
stage pharmaceuticals company focused on developing novel,
sustainably derived gastrointestinal products on a global basis.
The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc.,
focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Its Mytesi
(crofelemer) product is approved by the U.S. FDA for the
symptomatic relief of noninfectious diarrhea in adults with
HIV/AIDS on antiretroviral therapy.
Jaguar Health reported a net loss of $48.39 million for the year
ended Dec. 31, 2022, compared to a net loss of $52.60 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$47.45 million in total assets, $48.81 million in total
liabilities, and a total stockholders' deficit of $1.35 million.
Larkspur, California-based RBSM, LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 24, 2023, citing that the Company has an accumulated deficit,
recurring losses, and expects continuing future losses. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
JASON GROUP: Credit Suisse Marks $500,000 Loan at 16% Off
---------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $500,000 loan
extended to Jason Group, Inc to market at $418,923 or 84% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in Credit Suisse's Form N-CSR for the Fiscal year ended
April 30, 2023, filed with the Securities and Exchange Commission.
Credit Suisse HYBF is a participant in a Bank Loan (LIBOR 1M +
2.000% Cash, 4.000% Payment in Kind) to Jason Group, Inc. The loan
accrues interest at 10.84% per annum. The loan matures on August
28, 2025.
Credit Suisse High Yield Bond Fund is a business trust organized
under the laws of the State of Delaware on April 30, 1998. The Fund
is registered as a non diversified, closed end management
investment company under the Investment Company Act of 1940, as
amended.
Jason Group Inc. is an industrial manufacturer serving diverse end
markets. Its products generally fall into two categories: the
industrial segment (industrial brushes, buffing wheels and
compounds) and engineered products (static and suspension seating
for motorcycle, construction, agricultural, lawn and turf-care
equipment). The company is owned by pre-petition creditors
including Credit Suisse Asset Management, Monomoy Capital Partners,
and Angel Island Capital.
KARAFIN SCHOOL: Taps David Connelly of K3 Learning as CRO
---------------------------------------------------------
The Karafin School, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ David
Connelly, a partner at K3 Learning, Inc., as chief restructuring
officer.
The Debtor requires a CRO to:
1. manage bookkeeping (original books of entry, daily bank
entries, and bank reconciliations);
2. manage all required accounting, journal entries, and account
reconciliations on a go-forward basis;
3. endeavor to remediate prior accounting errors, with an eye
toward improving the reimbursable cost base of the Debtor;
4. provide setup for secure shared file management and virtual
QuickBooks record-keeping software and related accounting and
check-writing activities;
5. supervise payroll processing and the funding thereof from the
DIP operating account;
6. oversee cash management, transfers between DIP accounts, and
cash forecasting and planning;
7. provide vendor management support;
8. oversee budgeting in accordance with bankruptcy and court
law, rules and regulations;
9. prepare additional management and analytical reports as
necessary;
10. oversee cash and budget forecasting and planning;
11. develop the "Turnaround" strategy as well as monitor progress
on all stated goals with site-based executives and administrative
personnel;
12. oversee creditor management/payment scheduling and
processing;
13. oversee bill payment processing, check writing and
facilitation;
14. provide banking management support;
15. interface with, supervise and support outside auditors to
prepare financial audits required to be submitted to the New York
State Department of Education and the Office of the State
Controller;
16. support and guide regarding past due and future filing of New
York State Consolidated Fiscal Reports;
17. interface with outside tax accountants;
18. set and monitor student enrollment targets;
19. set and monitor cost containment activities and efforts;
20. guide hiring and firing for both compliance, budget and
organizational purposes;
21. train and direct new senior administrative coordinator;
22. co-manage, train and coach the Debtor's new Education
Director;
23. oversee general human resource management advisory activities
and coaching including guidance and review on payroll, benefits,
handbooks and other general communication as well as direct staff
communication, with an eye toward avoidance of labor disputes and
legal issues;
24. run semi-weekly administrative, finance and revenue
meetings;
25. develop alternative revenue generation plans and activities;
26. facilitate the exploration of new rental space for the
Debtor;
27. develop fundraising ideas and efforts;
28. provide general and strategic consulting services;
29. cause the Debtor to take steps to increase its engagement in
allowed profit activities;
30. develop post-petition financing opportunities for bridge
financing;
31. support and work hand in hand with the Debtor's bankruptcy
counsel;
32. provide bankruptcy support;
33. assist in negotiations with the Debtor's landlord and other
creditors;
34. assist in finding alternative locations and structuring lease
alternatives that improve the school's future opportunities, with
improved economics;
35. assist with the formulation of a plan of reorganization;
36. oversee the correct use of cash collateral;
37. attend court proceedings, initial debtor interview and
Section 341 meetings;
38. provide testimony on behalf of the Debtor as required in
connection with its Chapter 11 case;
39. perform other restructuring advisory services.
K3 Learning will be paid at these rates:
David Connelly $375 per hour
Stephen Garritano $250 per hour
Cristian Aricapa Franco $175 per hour
Jennifer Senterre $125 per hour
Mr. Connelly disclosed in a court filing that his firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
Mr. Connelly can be reached at:
David Connelly
K3 Learning, Inc.
80 Broad St.
New York, NY 10004
Tel: (212) 785-9400
About The Karafin School
The Karafin School, Inc. is a special education school in Mount
Kisco, N.Y.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-22281) on April 18,
2023, with $90,000 in total assets and $2,595,369 in total
liabilities. Renee Donow, president of Karafin School, signed the
petition.
Judge Sean H. Lane oversees the case.
The Debtor tapped A. Scott Mandelup, Esq., at Pryor & Mandelup, LLP
as legal counsel and David Connelly, a partner at K3 Learning,
Inc., as chief restructuring officer.
LEONA TRANSPORTATION: Taps Law Offices of Alla Kachan as Counsel
----------------------------------------------------------------
Leona Transportation Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ the Law
Offices of Alla Kachan, P.C.
The Debtor requires legal counsel to:
a. assist in administering the Debtor's Chapter 11 case;
b. making such motions or taking such actions as may be
appropriate or necessary under the Bankruptcy Code;
c. represent the Debtor in prosecuting adversary proceedings to
collect assets of the estate;
d. take steps to marshal and protect the estate's assets;
e. negotiate with creditors in formulating a plan of
reorganization for the Debtor;
f. draft and prosecute the confirmation of the Debtor's plan of
reorganization; and
g. render such additional services as the Debtor may require in
this case.
The firm will be paid at these rates:
Attorney $475 per hour
Clerks/Paraprofessional $250 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received an initial retainer in the amount of $15,000.
Alla Kachan, Esq., a partner at the Law Offices of Alla Kachan,
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:
Alla Kachan, Esq.
Law Offices of Alla Kachan
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Leona Transportation
Leona Transportation, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 23-41546) on May 3, 2023, with as much as
$1 million in both assets and liabilities. Judge Elizabeth S. Stong
oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, P.C. as
bankruptcy counsel and Wisdom Professional Services, Inc. as
accountant.
LEXARIA BIOSCIENCE: Incurs $2.4 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Lexaria Bioscience Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.38 million on $93,150 of revenue for the three months ended
May 31, 2023, compared to a net loss of $2.42 million on $99,717 of
revenue for the three months ended May 31, 2022.
For the nine months ended May 31, 2023, the Company reported a net
loss of $5.46 million on $229,641 of revenue compared to a net loss
of $5.87 million on $144,247 of revenue for the same period in
2022.
As of May 31, 2023, the Company had $5.24 million in total assets,
$1.20 million in total liabilities, and $4.04 million in total
stockholders' equity.
Lexaria said, "Since inception, the Company has incurred
significant operating and net losses. Annual losses attributable
to shareholders were $7.4 million (2022), $4.2 million (2021) and
$4.1 million (2020). As of May 31, 2023, we had an accumulated
deficit of $44.5 million. We expect to continue to incur
significant operational expenses and net losses in the upcoming 12
months. Our net losses may fluctuate significantly from quarter to
quarter and year to year, depending on the stage and complexity of
our R&D studies and corporate expenditures, additional revenues
received from the licensing of our technology, if any, and the
receipt of payments under any current or future collaborations we
may enter into. The recurring losses and negative cash flows from
operations raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not
contain any adjustments that might result for this uncertainty."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001348362/000164033423001286/lxrp_10q.htm
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECH drug delivery technology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria Bioscience reported a net loss and comprehensive loss of
$7.38 million for the year ended Aug. 31, 2022, a net loss and
comprehensive loss of $4.19 million for the year ended Aug. 31,
2021, a net loss and comprehensive loss of $4.08 million for the
year ended Aug. 31, 2020, and a net loss and comprehensive loss of
$4.16 million for the year ended Aug. 31, 2019. As of Feb. 28,
2023, the Company had $4.85 million in total assets, $223,131 in
total liabilities, and $4.63 million in total stockholders'
equity.
Lexaria Bioscience received a letter from the listing
qualifications department staff of The Nasdaq Stock Market on June
22, 2023, indicating that the Company is not in compliance with the
$1.00 minimum bid price requirement set forth in Nasdaq Listing
Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.
MALLINCKRODT PLC: S&P Cuts ICR to 'SD' On Missed Interest Payments
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Mallinckrodt
PLC to 'SD' (selective default) from 'CCC'. At the same time, S&P
lowered its issue-level rating on the affected 2028 secured notes
to 'D' from 'CCC+' and its issue-level rating on the 2029 secured
notes to 'D' from 'CC'.
S&P expects to review its issuer credit rating on Mallinckrodt in
the next month when it receives additional information about its
intentions to meet these and other financial obligations. This
could occur on or about Aug. 15, 2023, when the forbearance
agreements and extension from the Opioid Master Trust expire.
Mallinckrodt recently disclosed that it did not make the interest
payments due on its 11.5% first-lien senior secured notes maturing
2028 and 10% second-lien senior secured notes maturing 2029 in
their 30-day grace periods. However, the company remains current on
its other debt obligations.
The downgrade follows Mallinckrodt's non-payment of the interest
due on its first-lien 2028 secured notes and second-lien 2029
secured notes in their 30-day grace periods. The company also
failed to make a $200 million payment to the Opioid Master Trust,
which was originally due June 15, 2023, but is now due Aug. 15,
2023.
S&P's ratings on Mallinckrodt's other debt obligations are not
affected. The company remains current on its term loan, first-lien
senior secured notes due 2025, and second-lien senior secured notes
due 2025. Mallinckrodt also remains in compliance with the terms of
its settlement with the Department of Justice and Centers for
Medicare and Medicaid Services.
S&P said, "We expect to review our issuer credit rating on the
company in the next month. Mallinckrodt continues to explore
alternatives to paying the $200 million due to the Opioid Master
Trust, including filing for bankruptcy protection. We will update
our issuer credit rating on the company and our issue-level ratings
on the affected debt to an appropriate level when we receive
additional information regarding management's next steps."
MBLA LLC: Seeks to Hire Law Offices of Neil Crane as Counsel
------------------------------------------------------------
MBLA, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Connecticut to hire the Law Offices of Neil Crane,
LLC.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor;
(b) represent the Debtor before the bankruptcy court at all
hearings and in all matters pertaining to its affairs;
(c) advise and assist the Debtor in the preparation of a plan
of reorganization and negotiation with its creditors;
(d) prepare legal papers; and
(e) perform other necessary legal services for the Debtor in
connection with its Chapter 11 case.
The Law Offices of Neil Crane received a retainer of $15,000, plus
the filing fee of $1,738.
Stuart Caplan, principal at the Law Offices of Neil Crane, declared
in a court filing that his firm is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The law firm can be reached at:
Stuart H. Caplan, Esq.
Law Offices of Neil Crane, LLC
2679 Whitney Avenue
Hamden, CT 06518
Tel: (203) 230-2233
Email: stuart@neilcranelaw.com
About MBLA LLC
MBLA, LLC is a privately held company engaged in activities related
to real estate. The company is based in New Haven, Conn.
MBLA sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Conn. Case No. 23-30455) on June 23, 2023. At the time
of the filing, the Debtor disclosed assets of between $1 million
and $10 million and liabilities of the same range.
The Debtor is represented by The Law Offices of Neil Crane, LLC.
MISEN INC: Seeks $4MM DIP Loan from Cedar Park
----------------------------------------------
Misen Inc. asks the U.S. Bankruptcy Court for the Northern District
of California, San Jose Division, for authority to use cash
collateral and obtain postpetition financing to adequately protect,
preserve and maximize the value of its estate.
The Debtor does not have sufficient liquidity to make its regularly
scheduled payroll on July 24, 2023, and submit critical purchase
orders for inventory for the upcoming holiday season.
The Debtor seeks to obtain postpetition financing aggregate
principal amount of up to $4 million to be available as term loans
according to the terms and conditions of a Secured
Debtor-in-Possession Loan Agreement to be entered into by and among
the Debtor, Cedar Park Ventures LLC and certain other lenders party
thereto, and Cedar Park as administrative agent for the Lenders.
About $1 million of the term loan will be advanced upon entry of
the Interim DIP Order. A portion of the $3 million called "draw
loans" will be advanced in accordance with the budget, with the
remainder advanced upon entry of the Final DIP Order.
The DIP facility is due and payable through a maximum of 60 days if
prior to the effective date of a Chapter 11-exit plan.
The Plan Effective Date means the date on which all conditions to
effectiveness of the Chapter 11 Plan have been satisfied (or
waived) and the Chapter 11 Plan becomes effective.
After the Plan Effective Date:
Term Loan: Either 6 months or 1 year at the Debtor's
discretion.
Draw Loans: To be converted into Preferred Stock upon the
effective date of the Plan if confirmation of the Plan is within 60
days; otherwise, upon an Event of Default.
These events constitute an "Event of Default":
(i) Failure to pay amounts due under the Loan Documents;
(ii) Breaches of covenant, subject to a 5 business day notice;
(iii) Conversion of the Bankruptcy Case;
(iv) Entry of order dismissing the Bankruptcy Case;
(v) Stay, reversal, vacation, or modification of the DIP
Order;
(vi) Priming the DIP Liens without DIP Agent's consent;
(vii) Failure to confirm the Plan of Reorganization within 60
days;
(viii) Missing receipts by 10% or more, missing disbursements by
10% or more,
(ix) the existence of any event or condition that, with the
giving of any notice required thereunder, or the passage of time,
or both, would be an Event of Default; and
(x) The failure of the Borrower to provide DIP Agent with an
executed Deposit Account Control Agreement in form and substance
satisfactory to the Administrative Agent within 30 days of the
Petition Date.
As of the Petition Date, the total amount of the Debtor's aggregate
noncontingent, liquidated debt, is approximately $5.8 million. This
consists primarily of approximately $1.7 million owed to Merchant
Financial Corporation, approximately $200,000 owed to warehouse
services provider Saddle Creek Logistics, and approximately $4
million owed to general unsecured creditors and priority claimants;
this latter amount relates to activities from the second quarter of
2022.
Additionally, pursuant to the Note Purchase Agreement dated as of
September 17, 2021, as amended by the Amended and Restated Note
Purchase Agreement dated as of September 28, 2021, as further
amended by the Amendment to Convertible Notes dated as of May 19,
2023, the Debtor has issued convertible notes in the aggregate
amount of approximately $4.7 million to 22 noteholders.
Between 2020 and early 2022, the Debtor suffered lower revenues and
higher costs due to an overestimate in projected sales, higher
shipping costs, inflation, and negative changes to its marketing
channels. Despite cutting its staff by nearly 75% and its marketing
costs by over 80% and further reducing its expenses overall, the
Debtor continues to face a budget shortfall and is in default of
the Prepetition Loan from MFC.
MFC and Saddle Creek assert an interest in the Debtor's cash
collateral. Substantially all of the Debtor's property is subject
to a prepetition lien in favor of MFC.
Saddle Creek asserts it is secured by a warehouse lien against the
Debtor's inventory stored at its facility.
A copy of the Debtor's motion is available at
https://urlcurt.com/u?l=Y3OqMU from PacerMonitor.com.
About Misen Inc.
Misen Inc. manufactures and sells cookwares. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Cal. Case No. 23-50767) on July 17, 2023. In the petition
signed by Matthew J. Luckett, authorized officer, the Debtor
disclosed $6,208,000 in assets and $10,855,000 in liabilities.
Ori Katz, Esq., at Sheppard Mullin Richter and Hampton LLP
represents the Debtor as legal counsel.
MOBIQUITY TECHNOLOGIES: To Present Plan to Regain Nasdaq Compliance
-------------------------------------------------------------------
Mobiquity Technologies, Inc. received on July 13, 2023, a letter
from the Nasdaq Stock Market that the Company's failure to meet the
minimum bid price will be considered at its upcoming hearing at
which time the Company will present a plan to both meet the minimum
bid price and to meet the minimum $2.5 million stockholders' equity
requirement for continued listing. In the interim, the Company's
common stock will continue to trade on Nasdaq under the symbol
"MOBQ" and its common stock purchase warrants will continue to
trade on Nasdaq under the symbol "MOBQW" at least pending the
ultimate conclusion of the hearing process.
The Company said there can be no assurance that its plan will be
accepted by the Panel or that, if it is, the Company will be able
to regain compliance with the applicable Nasdaq listing
requirements. If the Company's common stock is delisted, it could
be more difficult to buy or sell the Company's common stock or to
obtain accurate quotations, and the price of the Company's common
stock could suffer a material decline. Delisting could also impair
the Company's ability to raise capital.
Mobiquity received on Jan. 13, 2023, a letter from Nasdaq stating
that the Company was not in compliance with Nasdaq Listing Rule
5550(a)(2) because the closing bid price of the Company's common
stock was below $1.00 per share for 30 consecutive business days.
The notice had no immediate impact on the Company's listing.
Pursuant to Nasdaq's Listing Rules, the Company had a 180-day grace
period, until July 12, 2023, during which the Company may regain
compliance if the bid price of its common stock closes at $1.00 per
share or more for a minimum of ten consecutive business days.
As previously disclosed in a Form 8-K dated June 1, 2023, the
Company has filed a hearing request to the Nasdaq Hearings Panel,
which request will stay any delisting action by the staff until the
hearing process concludes and any extension granted by the panel
expires.
About Mobiquity Technologies Inc.
Headquartered in Shoreham, NY, Mobiquity Technologies, Inc.,
together with its operating subsidiaries, is a next generation
location data intelligence company. The Company provides precise
unique, at-scale location data and insights on consumer's
real-world behavior and trends for use in marketing and research.
Mobiquity reported a net loss of $8.06 million in 2022, compared to
a net loss of $18.33 million in 2021. As of Dec. 31, 2022, the
Company had $2.63 million in total assets, $2.65 million in total
liabilities, and a total stockholders' deficit of $10,830.
Palm Beach Gardens, FL-based D. Brooks & Associates, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated March 31, 2023, citing that the Company has incurred
operating losses, has incurred negative cash flows from operations
and has an accumulated deficit. These and other factors raise
substantial doubt about the Company's ability to continue as a
going concern.
MVK INTERMEDIATE: S&P Lowers ICR To 'SD', Then Withdraws Rating
---------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on peach grower
MVK Intermediate Holdings LLC to 'SD' from 'CCC-', and its
issue-level rating on its senior secured credit facility to 'D'
from 'CCC-'.
S&P subsequently withdrew all its ratings on MVK due to lack of
sufficient information.
The downgrade to 'SD' follows S&P Global Ratings receiving
information that the company deferred its interest payment on its
senior secured credit facility and converted it to payment in kind,
which S&P views akin to a breach of imputed promise.
S&P subsequently withdrew all its ratings on MVK due to lack of
sufficient information needed to maintain our surveillance.
NABIEKIM ENTERPRISES: Taps Roos & McNabb as Accountant
------------------------------------------------------
Nabiekim Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to employ Roos &
McNabb CPA's, PC.
The Debtor requires an accountant to:
a. install accounting system or program and basic training;
b. record all income and expenses in QuickBooks;
c. reconcile all bank accounts and check registers to the bank
statements each month for proper account balance, and identify any
errors;
d. reconcile credit card accounts to statements each month for
proper account balance and reflection of interest expense;
e. review and reconcile payroll records and corresponding tax
returns;
f. review, analyze and reconcile general ledger accounts for
accuracy;
g. prepare and record all necessary journal entries to reflect
correct accounting records;
h. prepare and present financial statements monthly or
quarterly; and
i. review sales journal and prepare sales tax returns.
Roos & McNabb will be paid at the flat rate of $595 per month. For
services outside the scope, the firm's accountants, Gary Ohanian
and Tyler McNabb, will charge $195 per hour and $245 per hour,
respectively.
As disclosed in court filings, Roos & McNabb is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Gary Ohanian
Tyler McNabb
Roos & McNabb CPA's PC
4384 E Ashlan Ave #107
Fresno, CA 93726
Tel: 559-226-2209
Fax: 559-226-2219
About Nabiekim Enterprises
Nabiekim Enterprises, Inc. operates a Korean Fusion restaurant in
Fresno, Calif.
NabieKim filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10571) on March 24,
2023, with $50,000 to $100,000 in assets and $1 million to $10
million in liabilities. David Sousa has been appointed as
Subchapter V trustee.
Judge Jennifer E. Niemann oversees the case.
The Debtor tapped Fear Waddell, P.C. as legal counsel and Roos &
McNabb CPA's, PC as accountant.
NOVAN INC: Ligand Offers to Acquire Assets for $15 Million
----------------------------------------------------------
Ligand Pharmaceuticals Incorporated (NASDAQ: LGND) on July 17,
2023, disclosed that it has made an offer to acquire the assets of
Novan, Inc. ("Novan") for $15 million in cash and provide up to $15
million in DIP financing to Novan inclusive of a $3 million bridge
loan already funded. Novan announced earlier today that it has
filed for Chapter 11 reorganization and its entry into a stalking
horse acquisition offer with Ligand. The transaction is designed to
preserve and maximize the value of Novan's commercial business and
berdazimer gel development assets. Berdazimer gel is in development
for molluscum contagiosum infection, which has a filed new drug
application ("NDA") with the Food and Drug Administration ("FDA")
with an assigned PDUFA goal date of January 5, 2024. Ligand
acquired milestone and royalty rights to berdazimer gel in 2019. If
Ligand's bid is the successful bid in the anticipated bankruptcy
sale and auction process, Ligand will acquire the Novan assets and
consistent with Ligand's business model, will seek to out license
or sell the existing development programs and commercial business
assets of Novan.
The terms of the proposed transaction are outlined below:
-- Ligand has submitted a $15 million bid to acquire all the
assets of Novan, including berdazimer gel, all other programs in
development, the NITRICIL(TM) drug delivery technology, and the
commercial assets of its EPI health business.
-- Subject to court approval, Novan will be able to draw down
from the $15 million secured DIP loan during the bankruptcy cases
(which includes a $3 million bridge financing loan previously
extended by Ligand) and will be repaid through the sale of Novan's
assets.
-- The $15 million DIP loan will accrue interest at 12% interest
annually and will be subject to a 6% increase in interest should
Novan default on its loan agreement.
-- Should the court accept a bid for the assets of Novan from
another party, Ligand's DIP loan will be repaid, and Ligand expects
that its milestone and royalty rights will be preserved.
-- The transaction is expected to close in the third quarter of
2023. "In the first half of the year we have focused on fortifying
our business team, including a sharpening of our capabilities and
expertise in credit, reorganization and operations. We are well
positioned to take advantage of opportunities such as the proposed
acquisition of Novan's assets," said Todd Davis, CEO of Ligand.
"Ligand has a proven track record of finding and investing in
attractive assets that are in special situations and maximizing
value -- both for the assets and for shareholders."
Matt Korenberg, President and COO of Ligand, added, "We remain
confident in the potential of berdazimer gel to be approved, and
become an important treatment for molluscum contagiosum. There are
currently no FDA-approved prescription drug treatment options for
this commonly acquired, highly contagious viral skin disease, and,
if approved by the FDA, berdazimer gel would be the first
self-application topical treatment for this indication."
Birch Lake is acting as financial advisor and Morgan Lewis is
acting as legal advisor to Ligand for this transaction.
About Ligand Pharmaceuticals
Ligand -- http://www.ligand.com-- is a biopharmaceutical company
enabling scientific advancement through supporting the clinical
development of high-value medicines. Ligand does this by providing
financing, licensing its platform technologies or both. Its
business model generates value for stockholders by creating a
diversified portfolio of biotech and pharmaceutical product revenue
streams that are supported by an efficient and low corporate cost
structure. It has two primary platform technologies that are
available for outlicense -- Captisol and Pelican. It has
established multiple alliances, licenses and other business
relationships with the world's leading pharmaceutical companies
including Amgen, Merck, Pfizer, Jazz, Takeda, Gilead Sciences and
Baxter International.
About Novan Inc.
Based in Morrisville, North Carolina, Novan Inc. (Nasdaq: NOVN) --
http://www.novan.com/-- is a clinical development-stage
biotechnology company focused on leveraging nitric oxide's
naturally occurring anti-viral, anti-bacterial, anti-fungal and
immunomodulatory mechanisms of action to treat a range of diseases
with significant unmet needs. Nitric oxide plays a vital role in
the natural immune system response against microbial pathogens and
is a critical regulator of inflammation.
OCEAN POWER: Paragon Technologies Has 4% Stake as of July 14
------------------------------------------------------------
Paragon Technologies, Inc. disclosed in a Schedule 13D/A filed with
the Securities and Exchange Commission that as of July 14, 2023, it
beneficially owns 2,229,443 shares of common stock of Ocean Power
Technologies, Inc., representing 4 percent of the shares
outstanding.
The total cost for purchasing the Common Stock reported as owned by
the Reporting Person, including brokerage commissions, was
approximately $1,194,981. The source of funds was the Reporting
Person's working capital. The percentage ownership of shares of
Common Stock is based on the 56,263,728 shares of Common Stock
reported by the Company as outstanding as of April 30, 2023 in the
Company's earnings release for the fourth quarter and fiscal year
ended April 30, 2023, dated July 12, 2023. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/90045/000110465923080982/tm2321300d1_sc13da.htm
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com--
provides ocean data collection and reporting, marine power,
offshore communications, and Maritime Domain Awareness ("MDA")
products and consulting services. The Company offers its products
and services to a wide-range of customers, including those in
government and offshore energy, oil and gas, construction, wind
power and other industries. The Company is involved in the entire
life cycle of product development, from product design through
manufacturing, testing, deployment, maintenance and upgrades,
working closely with partners across its supply chain.
Ocean Power reported a net loss of $18.87 million for the 12 months
ended April 30, 2022, a net loss of $14.76 million for the 12
months ended April 30, 2021, a net loss of $10.35 million for the
12 months ended April 30, 2020, and a net loss of $12.25 million
for the 12 months ended April 30, 2019. As of Jan. 31, 2023, the
Company had $59.04 million in total assets, $6.10 million in total
liabilities, and $52.94 million in total shareholders' equity.
OMNIQ CORP: Gets $1.2M Follow-On Order for Data Collection Solution
-------------------------------------------------------------------
OMNIQ Corp. announced that it has received a follow-on order for
$1.2 million from a leading freight transportation and logistics
company.
The purchase order is for rugged mobile computers (IoT) used in
automation of processes, digital monitoring, control and
efficiencies through the supply chain level.
OMNIQ's suite of supply chain mobility solutions, which includes
rugged handheld mobile computers, 2D Scanners and barcode printers
with fast and dependable wireless connection, enable quick and
accurate data collection, tracking and processing for critical
supermarket functions, such as shipping and receiving and inventory
and warehouse management. These devices provide a more
"contactless" approach to the customer's retail and logistics
operations.
"We are excited to provide the technology and hardware to support
our large customer's supply chain operations" said Shai Lustgarten,
CEO of OMNIQ. "Our touchless solutions continue to receive
increased demand across many industries, including healthcare,
retail, transportation and logistics, and parking management, as
organizations maintain both safety measures and a focus on
maximizing efficiencies throughout their businesses."
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.
PEAK TAHOE: Case Summary & 15 Unsecured Creditors
-------------------------------------------------
Debtor: Peak Tahoe LLC
323 Tramway Drive
#101
Stateline, NV 89449
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: July 18, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-50483
Debtor's Counsel: Stephen R. Harris, Esq.
HARRIS LAW PRACTICE LLC
850 E. Patriot Blvd.
Suite F
Reno, NV 89511
Tel: 775-786-7600
Fax: 775-786-7764
Email: steve@harrislawreno.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jonathan Mougharbel, as trustee,
managing member of Sheba Development, LLC, member of Peak Tahoe,
L.L.C.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/E3Z4ADY/PEAK_TAHOE_LLC__nvbke-23-50483__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 15 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. California Mantle Goods/Services $3,840
PO Box 340037
Sacramento, CA 95864
2. Cheek Construction Goods/Services $571
3303 Reno Highway
Fallon, NV 89406
3. DSS Development Solutions Goods/Services $1,857
8915 S. Pecos Road
#20A
Henderson, NV 89074
4. High Sierra Fire Goods/Services $38,131
3250 Retail Drive
Suite 120-24
Carson City, NV 89706
5. Justin Wilson Goods/Services $90,165
Construction
PO Box 3886
Carson City, NV 89702
6. Keenan Hopkins Suder & Goods/Services $198,155
Stowell Contractors, Inc.
dba KHS&S Contractors
5109 E. La Palma Ave
Suite A
Anaheim, CA 92807
7. Kemper Masonry Goods/Services $3,750
PO Box 417
Zephyr Cove, NV
89448
8. Otis Elevator Goods/Services $6,957
725 Trademark Dr.
Suite 102
Reno, NV 89521
9. Providence Electric Inc. Goods/Services $72,055
390 Freeport Blvd. #11
Sparks, NV 89431
10. Sierra Pacific Wind Goods/Services $123,096
PO Box 9489
Red Bluff, CA 96080
11. Sierra Single Ply, Inc. Goods/Services $85,708
1812 Main Street
#130
Sacramento, CA 95838
12. Slobogin Steel & Goods/Services $30,629
Construction LLC
PO Box 455
Minden, NV 89423
13. Universal Engineering Goods/Services $9,178
695 Edison Way
Reno, NV 89502
14. Vertical Iron Works Goods/Services $58,074
307 Morrill Ave.
Reno, NV 89512
15. Western Water Features Goods/Services $1,487
5088 Hillsdale Circle
El Dorado Hills, CA 95762
POLAR US: Credit Suisse Marks $841,000 Loan at 17% Off
------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $841,000 loan
extended to Polar U.S. Borrower LLC to market at $695,411 or 83% of
the outstanding amount, as of April 30, 2023, according to a
disclosure contained in Credit Suisse's Form N-CSR for the Fiscal
year ended April 30, 2023, filed with the Securities and Exchange
Commission.
Credit Suisse HYBF is a participant in a Bank Loan (SOFR 3M +
4.750%) to Polar U.S. Borrower LLC. The loan accrues interest at
9.721 – 9.727% per annum. The loan matures on October 15, 2025.
The loan carries CCC+ rating from S&P and B3 rating from Moody's.
Credit Suisse High Yield Bond Fund is a business trust organized
under the laws of the State of Delaware on April 30, 1998. The Fund
is registered as a non diversified, closed end management
investment company under the Investment Company Act of 1940, as
amended.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Blue Holdings, LP, an affiliate of private investment
firm, SK Capital Partners. SI Group manufactures performance
additives for use in polymer, rubber, lubricants, fuels, adhesives
applications, surfactants in addition to some specialty chemicals.
QBS PARENT: Fitch Lowers LongTerm IDR to 'CCC+'
-----------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDR) for QBS Parent, Inc. (Quorum) to 'CCC+' from 'B-'. Fitch has
also downgraded Quorum's first-lien secured revolver and term loan
to 'B-'/'RR3' from 'B+'/'RR2'.
The 'CCC+' rating reflects concerns about the company's negative
FCF generation in 2022 and Fitch's forecast for negative FCF to
continue. The rating also reflects Quorum's limited liquidity and
upcoming term loan maturities. While the company's renewal rates
and ability to modestly increase prices should help revenues, it
would need to significantly expand EBITDA margins beyond the
mid-20's to reverse the negative FCF trend.
KEY RATING DRIVERS
Negative FCF: Quorum's EBITDA in 2022 was lower than Fitch
previously anticipated and resulted in negative FCF in conjunction
with higher interest rates. Fitch forecasts an increase in EBITDA
in 2023 versus 2022. However, due to higher interest expenses in
2023, Fitch now expects negative FCF to continue in 2023 and 2024.
Quorum benefits from having mission critical software as reflected
in its renewal rates, but the company has not increased revenues as
Fitch previously projected, and costs have been running much higher
than Fitch forecasted earlier. Fitch assumes that Quorum can
refinance the 1L term loan in 2025 and the 2L term loan in 2026
albeit at higher rates, which is one of the drivers of negative FCF
in the forecast horizon. Due to Quorum's limited liquidity, Fitch
assumes that the company may need to find additional capital.
Liquidity Limited: Fitch views the company's total liquidity as
limited. It has access to a $35 million RCF through Dec. 21, 2024
(or earlier if it trips the springing maturity date provision), and
Quorum is particularly reliant on that access as it is generating
negative FCF. In September 2025, just under $340 million will come
due on the 1L term loan. Fitch estimates that the current yield on
the term loan is just over 18%, indicating that Quorum has limited
access to the debt capital markets.
High Retention/Recurring Revenues: In 2022, renewal bookings for
software license, maintenance and SaaS contracts rose approximately
10%. The retention rate for software renewal bookings was in the
low to mid 90s in 2022, and it increased to just above the mid-90s
in 1Q23, indicating that Quorum's software solutions remain mission
critical. In addition, software license, maintenance and support
revenues were up mid-single digits in 2022 and the recurring
revenue mix rose to approximately 70% of total revenues.
Professional services revenue declined modestly while field
services had a very modest increase. Total revenues were up low
single digits over the prior year but still below revenue generated
in 2020 and 2019 due to lower non-recurring services revenue.
Diversified Customer Base: Quorum serves a diverse set of
customers, with no significant customer concentration. Its top 10
recurring customers accounted for 20% of revenues. While industry
structure could vary over time, Quorum's exposure to a large part
of the value chain could enable the company to maintain relatively
more diversity in its customer base. Its revenues remain highly
concentrated in the U.S. with 95% coming from the U.S and 5% from
Canada in both 2021 and 2022.
Exposure to Energy Industry Cyclicality: Fitch considers Quorum's
software products generally mission critical and resilient through
the energy industry cycles; however, its services segment is more
susceptible to industry cyclicality. During the 2015- 2016 energy
industry down cycle, Quorum's software subscription revenue and
support revenue continued to grow at a steady pace; however, total
revenue declined as services revenue contracted. The operating
leverage of the software products enabled the company to limit
downside to its EBITDA margins during the down cycle.
Acquisitions Halted: Historically, Quorum had been very active with
acquisitions and completed the most recent one in October 2020.
Past acquisitions expanded its product platform, and the largest
one in recent history was Coastal Flow Measurement in 2019. Fitch
does not anticipate any acquisitions in the near term given
Quorum's high leverage and limited liquidity.
DERIVATION SUMMARY
Quorum's 'CCC+' rating reflects the company's limited liquidity,
high leverage and upcoming debt maturities. The company benefits
from a strong renewal rate that was north of 95% in 1Q23, which
reflects its mission critical software. The company's EBITDA
margins and negative FCF are in line with other similarly rated
issuers in Fitch's software universe. The company has less
financial flexibility than other peers in the technology sector.
Quorum has relied upon the revolver for funding from time to time,
and it will be current in December 2023. Like other private equity
owned issuers, Fitch believes that the company's focus is
ultimately ROE rather than debt reduction, and furthermore, Fitch
projects that Quorum may need to access additional capital to help
with the company's liquidity.
KEY ASSUMPTIONS
-- Fitch assumes that revenues grow mid-single digits in 2023 and
low single digits beyond that;
-- EBITDA margins are in the mid-20's, which is fairly in line
with Fitch adjusted EBITDA margins of 24.7% for 2022 and 23.9% for
the LTM ending March 31, 2023;
-- Interest coverage is close to 1.0x in 2023 and improves just
slightly after that due to lower assumptions for floating interest
expenses;
-- Fitch assumes that with negative FCF, the company will need
access to additional capital;
-- Fitch assumes that Quorum can successfully extend the $35
million revolver beyond the Dec. 21, 2024 maturity date;
-- The rating case assumes the 1L term loan is refinanced in 2025
and the 2L term loan is refinanced in 2026;
-- No assumptions are made for dividends or acquisitions.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Quorum would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch have
assumed a 10% administrative claim and a small concession payment.
Going-Concern (GC) Approach
In estimating a distress enterprise value (EV) for Quorum, Fitch
assumes a going concern EBITDA of $40 million, reflecting lower
revenues from upstream and midstream projects in a less favorable
commodity environment. To a lesser extent, it also reflects lower
recurring revenues as a result of some customers not renewing their
contracts upon renewal. The current GC EBITDA is modestly lower
than $47 million previously used, reflecting Fitch's lowered EBITDA
margins expected over the ratings horizon.
Fitch assumes a 6.5x EV multiple in Fitch recovery analysis. In the
21st edition of Fitch's Bankruptcy Enterprise Values and Creditor
Recoveries case studies, Fitch notes nine past reorganizations in
the Technology sector with recovery multiples ranging from 2.6x to
10.8x. Of these companies, only three were in the Software sector,
Allen Systems Group, Inc., Avaya, Inc. and Aspect Software Parent,
Inc. and received recovery multiples of 8.4x, 8.1x and 5.5x,
respectively. Fitch believes Quorum's strong position in software
solution for the energy sector and highly visible revenue outlook
support a recovery multiple in the middle of this range.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Extension of the revolver and term loan before maturity;
-- Positive FCF generation on a sustained basis;
-- EBITDA interest coverage over 1.2x on a sustained basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Failure to refinance the revolver and term loan ahead of
maturity;
-- Accelerating negative FCF;
-- Lack of liquidity from the capital markets and the sponsor,
which could hamper the company's ability to conduct operations.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Limited: Fitch views the company's liquidity as limited.
Quorum has access to a $35 million RCF through Dec. 21, 2024 (or
earlier if it trips the springing maturity date provision) and the
company is reliant on its access to that particularly while it
generates negative FCF. In September 2025, just under $340 million
comes due on the 1L term loan.
ISSUER PROFILE
QBS Parent, Inc. (dba Quorum Software) is a provider of mission
critical software to energy companies in the upstream and midstream
sectors, effectively digitalizing operations and transactions
through the energy value chain.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
R&LS INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: R&LS Investments, Inc.
DBA 270 Commercial
DBA Aria Properties
DBA DA Nationwide
DBA DA Nationwide Group
DBA Escrow Advisors, a non-independent broker escrow
DBA Keller Williams
DBA Keller Williams Luxury
DBA Keller Williams Luxury International
DBA Keller Williams Pacific Palisades
DBA Keller Williams Palisades
DBA Keller Williams Realty Pacific Palisades
DBA Keller Williams Realty Santa Monica
DBA Keller Williams Santa Monica
DBA Keller Williams Santa Monica | Palisades
DBA Keller Williams Topanga
DBA KW
DBA KW Advisors
DBA KW Advisors - Brentwood
DBA KW Advisors - Inglewood
DBA KW Advisors - Marina Del Rey
DBA KW Advisors - Pacific Palisades
DBA KW Advisors - Santa Monica
DBA KW Commercial
DBA KW Commercial Santa Monica
DBA KW Keller Williams
DBA KW Luxury
DBA KW Luxury Homes
DBA KW Luxury International
DBA KW Malibu
DBA KW Pacific Palisades
DBA KW Palisades
DBA KW Palisades|Malibu
DBA KW Santa Monica
DBA KWSanta Monica | Palisades
DBA KW Santa Monica, Palisades & Malibu
DBA KW Santa Monica-Referral
DBA KWSM
DBA KWSM-Referral
DBA KW Topanga
DBA MVP Commercial
DBA Resolution Escrow, a non-independent broker escrow
DBA Smart Property Group
2701 Ocean Park Blvd., Suite 140
Santa Monica, CA 90405
Chapter 11 Petition Date: July 18, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-14467
Judge: Hon. Julia W. Brand
Debtor's Counsel: John-Patrick M. Fritz, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
Email: jpf@lnbyg.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard Cunningham as operating
principal.
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/COJIBUI/RLS_Investments_Inc__cacbke-23-14467__0001.0.pdf?mcid=tGE4TAMA
RAPID P&P: Seeks to Hire Bond Law Office as Bankruptcy Counsel
--------------------------------------------------------------
Rapid P&P, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Arkansas to hire Bond Law Office to handle
its Chapter 11 case.
The firm will be paid at the rate of $350 per hour for attorneys
and $100 per hour for paraprofessionals.
The firm received a retainer of $10,263, and $1,738 for the filing
fee.
Stanley Bond, Esq., an attorney at Bond Law Office, disclosed in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Stanley V. Bond, Esq.
Bond Law Office
P.O. Box 1893
Fayetteville, AR 72702-1893
Telephone: (479) 444-0255
Facsimile: (479) 235-2827
Email: attybond@me.com
About Rapid P&P
Rapid P&P, LLC, doing business as Rapid Prototypes, is a
Bentonville-based packaging services company founded in 2003. It
builds corrugated packaging and display prototypes for retail
suppliers, which are abundant in Northwest Arkansas.
Rapid P&P filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-70907) on June 30,
2023, with $3,097,943 in assets and $6,399,344 in liabilities.
Donald Brady, Esq., at Brady Law Firm has been appointed as
Subchapter V trustee.
Judge Bianca M. Rucker oversees the case.
Stanley V. Bond, Esq., at Bond Law Office is the Debtor's counsel.
RESOLUTE INVESTMENT: S&P Lowers ICR to 'CC' on Distressed Exchange
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Resolute
Investment Managers Inc. to 'CC' from 'B-', the issue-level rating
on the company's first-lien secured debt to 'CC' from 'B-', and the
issue level rating on its second-lien secured debt to 'C' from
'CCC'.
The negative outlook reflects the expectation that S&P will lower
its issuer credit rating on Resolute to 'SD' (selective default)
upon the completion of the proposed exchange because we consider it
to be distressed. S&P will then also lower its issue-level ratings
on the debt being exchanged (first and second-lien secured) to
'D'.
On July 17, 2023, Resolute announced a partial debt-for-equity
exchange and restructuring of its $538 million first-lien term loan
due April 2024, and a full debt-for-equity exchange of its $89
million second lien term loan due April 2025.
The downgrades follow the announcement of a partial debt-for-equity
exchange and restructuring of the company's first-lien term loan,
and full debt-for-equity exchange for its second-lien term loan;
both of which S&P views as distressed and tantamount to default.
The company announced that it intends to exchange its $538 million
first-lien term loan due April 2024 for a new first-lien of $350
million due in April 2027, and 86.5% common equity interest in
Resolute. At the same time, the company announced that it intends
to exchange 100% of the outstanding balance of its second-lien term
loan into the remaining common equity interest (13.5%) in Resolute
post exchange.
S&P said, "We view both of these offers as providing less than the
promise of the original securities due to the lower principal
balance and extended maturity date of the new first-lien term loan
and the junior ranking of the common equity being offered relative
to both the first and second-lien loans. We view the transaction as
distressed because Resolute did not have adequate liquidity to
address either loan maturity.
"In addition, the 'C' issue level rating on the second-lien secured
debt, relative to the 'CC' issue level rating on the first-lien
secured debt, indicates our view that the intended exchange of the
second-lien loan offers less value to debtholders than the
first-lien exchange. Additionally, we continue to expect a lower
recovery estimate (0%) on the second-lien secured debt (in contrast
to a 50% recovery expectation for the first-lien loan) prior to the
proposed exchange taking place.
"We plan to reassess the issuer credit rating and the issue level
rating on both the first and second-lien loans, as well as the
respective recovery ratings, when the exchange is completed.
"The negative outlook reflects the expectation that we will lower
our issuer credit rating on Resolute to 'SD' (selective default)
upon the completion of the proposed exchange because we consider it
to be distressed. Simultaneously, we will also lower our
issue-level ratings on the debt being exchanged (first-lien term
loan and second-lien term loan) to 'D'."
Environmental, Social, and Governance
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Resolute Investment
Managers Inc., as they are for most rated entities owned by
private-equity sponsors. We believe the company's aggressive
financial risk profile points to corporate decision-making that
prioritizes the interests of controlling owners. This also reflects
private-equity sponsors' generally finite holding periods and focus
on maximizing shareholder returns."
SEMILEDS CORP: Receives Noncompliance Notice; Director Quits
------------------------------------------------------------
Roger Lee resigned from the Board of Directors of SemiLEDs
Corporation effective July 10, 2023, due to personal reason,
according to a Form 8-K filed by the Company with the Securities
and Exchange Commission.
On July 11, 2023, the Company received a notice from The NASDAQ
Stock Market indicating that the Company no longer complies with
the audit committee requirements as set forth in Listing Rule 5605
and confirming the Company's opportunity to regain compliance
within the cure period provided in Listing Rule 5605(c)(4), which
is the earlier of the Company's next annual meeting of stockholders
or July 10, 2024, or if the next annual stockholders' meeting is
held before Jan. 8, 2024, then the Company must evidence compliance
no later than Jan. 8, 2024.
On July 11, 2023, the Company received a separate notice from The
NASDAQ Stock Market indicating that the Company does not meet the
minimum of $2,500,000 in stockholders' equity required by Listing
Rule 5550(b)(1) for continued listing. The Company also does not
meet the alternatives of market value of listed securities or net
income from continuing operations. Under the listing rule, the
Company has 45 calendar days to submit a plan to regain compliance.
If the plan is accepted by The NASDAQ Stock Market, an extension of
up to 180 calendar days from July 11, 2023 will be granted.
About SemiLEDs
Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs --
http://www.semileds.com-- develops and manufactures LED chips and
LED components for general lighting applications, including street
lights and commercial, industrial, system and residential lighting,
along with specialty industrial applications such as ultraviolet
(UV) curing, medical/cosmetic, counterfeit detection, horticulture,
architectural lighting and entertainment lighting.
SemiLEDs reported a net loss of $2.73 million for the year ended
Aug. 31, 2022, compared to a net loss of $2.86 million for the year
ended Aug. 31, 2021. As of May 31, 2023, the Company had $14.58
million in total assets, $12.55 million in total liabilities, and
$2.03 million in total equity.
Diamond Bar, California-based KCCW Accountancy Corp., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Nov. 7, 2022, citing that the Company incurred
recurring losses from operations and has an accumulated deficit,
which raises substantial doubt about its ability to continue as a
going concern.
SONOMA PHARMACEUTICALS: Appoints John Dal Poggetto as Controller
----------------------------------------------------------------
Sonoma Pharmaceuticals, Inc.'s Board of Directors appointed John
Dal Poggetto as the Company's controller effective July 17, 2023.
Mr. Dal Poggetto, 52, served as the Company's chief financial
officer from 2019 to 2020 and as executive vice president of
Finance from 2017 to 2019. Prior to that, he was the Company's
Controller since 2002. He has extensive knowledge of the Company's
business and operations.
Mr. Dal Poggetto will be employed at-will on a part-time basis.
The Company agreed to compensate Mr. Dal Poggetto $100,000 per
year. Mr. Dal Poggetto is eligible for a bonus up to 20% of his
annual salary, prorated the first year based on a fiscal year end
of March 31 and dependent upon meeting specified performance goals.
Upon commencement of his employment, Mr. Dal Poggetto will receive
options to purchase up to 5,000 shares of our common stock. The
options will vest in three tranches over three years and vesting
will accelerate in the event of a change of control. He is also
eligible for additional equity grants within the normal employee
equity programs and for benefits, such as vacation, and the
Company's medical, dental, vision and retirement plans.
On July 14, 2023, the Company entered into a new consulting
agreement with Jerome Dvonch Consulting, LLC, pursuant to which
Jerome Dvonch will continue to serve as the Company's interim chief
financial officer. Pursuant to the new consulting agreement,
effective Aug. 15, 2023, the Company agreed to compensate Jerome
Dvonch Consulting, LLC at a rate of $20,000 per month. Mr. Dvonch
will not be eligible for benefits. For each month of continuous
service under the consulting agreement, Mr. Dvonch's outstanding
and vested equity awards shall remain exercisable for an additional
month following their current expiration date of Sept. 18, 2024,
subject to the provisions of the Company's equity incentive plans.
About Sonoma Pharmaceuticals
Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a
global healthcare company developing and producing stabilized
hypochlorous acid, or HOCl, products for a wide range of
applications, including wound care, eye care, oral care,
dermatological conditions, podiatry, animal health care and
non-toxic disinfectants. The Company's products reduce infections,
itch, pain, scarring and harmful inflammatory responses in a safe
and effective manner. In-vitro and clinical studies of HOCl show
it to have impressive antipruritic, antimicrobial, antiviral and
anti-inflammatory properties. The Company's stabilized HOCl
immediately relieves itch and pain, kills pathogens and breaks down
biofilm, does not sting or irritate skin and oxygenates the cells
in the area treated, assisting the body in its natural healing
process. The Company sells its products either directly or via
partners in 55 countries worldwide.
Sonoma Pharmaceuticals reported a net loss of $5.15 million for the
year ended March 31, 2023, compared to a net loss of $5.08 million
for the year ended March 31, 2022. As of March 31, 2023, the
Company had $16.23 million in total assets, $8.25 million in total
liabilities, and $7.98 million in total stockholders' equity.
Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated June 21, 2023, citing that the Company has incurred
significant losses and negative operating cash flows and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
THREE AMINOS: Taps Bradley Arant Boult Cummings as Legal Counsel
----------------------------------------------------------------
Three Aminos, LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Tennessee to employ Bradley Arant Boult
Cummings, LLP as bankruptcy counsel.
The firm's services include:
a. preparing pleadings and applications for filing and
conducting examinations incidental to any related proceedings or to
the administration of the Debtor's Chapter 11 case;
b. advising the Debtor of its rights, duties and obligations
under Chapter 11 of the Bankruptcy Code;
c. taking all necessary actions incident to the proper
preservation and administration of the case, including the sale of
the Debtor's assets;
d. advising and assisting the Debtor in the preparation and
confirmation of a plan pursuant to Chapter 11 of the Bankruptcy
Code, the disclosure statement, and other documents related
thereto; and
e. other necessary legal services.
The firm will be paid at these rates:
William L. Norton, III $670 per hour
Erin Malone-Smolla $445 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor an advance payment of $51,738.
After deducting fees and expenses for filing the petition, the
remaining balance of $44,923 is held as retainer of the firm.
Austin McMullen, Esq., a partner at Bradley, 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:
Austin L. McMullen, Esq.
Bradley Arant Boult Cummings, LLP
1600 Division St., Suite 700
Nashville, TN 37203
Tel: (615) 252-2307
Email: AMcMullen@Bradley.com
About Three Aminos
Three Aminos, LLC, a company in Franklin, Tenn., filed Chapter 11
petition (Bankr. M.D. Tenn. Case No. 23-02202) on June 21, 2023,
with $100,000 to $500,000 in assets and $1 million to $10 million
in liabilities. Laura Lile, authorized representative, signed the
petition.
Judge Charles M. Walker oversees the case.
Austin L. McMullen, Esq., at Bradley Arant Boult Cummings, LLP is
the Debtor's counsel.
TWILIGHT HAVEN: Gets OK to Hire Wanger Jones Helsley as Counsel
---------------------------------------------------------------
Twilight Haven received approval from the U.S. Bankruptcy Court for
the Eastern District of California to employ Wanger Jones Helsley
as its legal counsel.
The Debtor requires legal counsel to:
a. take all necessary actions to protect, preserve and represent
the Debtor, including, if required by the facts and circumstances,
the prosecution of actions on the Debtor's behalf, the defense of
any actions against the Debtor, negotiations concerning all
disputes and litigation in which the Debtor is involved, and, where
appropriate, the filing and prosecution of objections to claims
filed against the Debtor;
b. prepare legal papers;
c. develop, negotiate and promulgate a Chapter 11 plan; and
d. perform other legal services as requested.
The firm will be paid at these rates:
Attorneys $185 to $595 per hour
Paralegals $125 to $185 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Prior to the filing of the petition, the Debtor paid a retainer to
the firm. After deducting fees and expenses in filing the petition,
the remaining balance of the retainer in the amount of $3,246 was
placed in the firm's trust account.
Riley Walter, Esq., a partner at Wanger Jones Helsley, 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:
Riley C. Walter, Esq.
Danielle J. Bethel, Esq.
Wanger Jones Helsley
265 E. River Park Circle, Suite 310
Fresno, CA 93720
Tel: (559) 490-0949
Email: rwalter@wjhattorneys.com
dbethel@wjhattorneys.com
About Twilight Haven
Twilight Haven, a California non-profit corporation, operates as a
non-profit corporation offering affordable independent senior
apartments, assisted living apartments as well as skilled nursing
services within its 10-acre campus. It is based in Fresno, Calif.
Twilight Haven filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-11332) on June
22, 2023, with $12,592,133 in assets and $3,005,377 in liabilities.
Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif.,
has been appointed as Subchapter V trustee.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley as
legal counsel and Roos & McNabb as accountant.
TWILIGHT HAVEN: Taps Roos & McNabb as Accountant
------------------------------------------------
Twilight Haven, a California non-profit corporation, received
approval from the U.S. Bankruptcy Court for the Eastern District of
California to hire the accounting firm of Roos & McNabb.
The Debtor requires an accountant to:
a. prepare adjusting entries, working papers and depreciation
calculations in connection with preparing, reporting on, or
estimating financial statements, financial reports, federal income
and state tax returns or tax liabilities, and federal income and
state tax deposits, including monthly operating reports;
b. review correspondence received, prepare correspondence in
response to and represent the Debtor before federal, state and
county taxing authorities; and
c. provide tax advice.
The firm's rates range from $245 to $265 per hour for partners.
As disclosed in court filings, Roos & McNabb does not hold any
interest adverse to the Debtor.
The firm can be reached through:
Roland Roos
Roos & McNabb CPA's PC
4384 E Ashlan Ave, Suite #107
Fresno, CA 93726
Phone: 559-226-2209
Fax: 559-226-2219
About Twilight Haven
Twilight Haven, a California non-profit corporation, operates as a
non-profit corporation offering affordable independent senior
apartments, assisted living apartments as well as skilled nursing
services within its 10-acre campus. It is based in Fresno, Calif.
Twilight Haven filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-11332) on June
22, 2023, with $12,592,133 in assets and $3,005,377 in liabilities.
Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif.,
has been appointed as Subchapter V trustee.
Judge Rene Lastreto II oversees the case.
The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley as
legal counsel and Roos & McNabb as accountant.
USF FINANCIAL: Taps Law Offices of David Freydin as Counsel
-----------------------------------------------------------
USF Financial Group, LLC received approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ the Law
Offices of David Freydin, PC to handle its Chapter 11 case.
The firm will be paid at these rates:
David Freydin $350 per hour
Jan Michael Hulstedt $325 per hour
Dustin Allen $325 per hour
Jeremy Nevel $325 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
David Freydin, Esq., a partner at the Law Offices of David Freydin,
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:
David Freydin, Esq.
Law Offices of David Freydin
8707 Skokie Blvd, Suite 312
Skokie, IL 60077
Tel: (847) 972-6157
Fax: (866) 897-7577
Email: david.freydin@freydinlaw.com
About USF Financial Group
USF Financial Group, LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 23-06284) on May 11, 2023, with $1
million to $10 million in both assets and liabilities. Judge Janet
S. Baer oversees the case.
The Law Offices of David Freydin, PC is the Debtor's bankruptcy
counsel.
VBI VACCINES: Closes Offering of Common Stock, Warrants
-------------------------------------------------------
VBI Vaccines Inc. announced the closing of an underwritten public
offering of 10,909,091 common shares of the Company, no par value
per share, and accompanying common warrants to purchase up to
10,909,091 Common Shares, including the warrants to purchase up to
1,636,363 Common Shares (the "Warrant Option").
As previously disclosed, on July 6, 2023, VBI Vaccines entered into
an underwriting agreement with Raymond James & Associates, Inc., as
representative of the several underwriters named therein, relating
to the Underwritten Offering. The Company also granted the
Underwriters a 30-day option to purchase up to an additional
1,636,363 Underwritten Shares and/or Underwritten Warrants to
purchase up to 1,636,363 Common Shares offered in the Underwritten
Offering.
Stock Purchase Agreement
As previously disclosed, on July 5, 2023, the Company entered into
a Stock Purchase Agreement with Brii Biosciences Limited, an
exempted company organized under the laws of the Cayman Islands, in
connection with the Company's registered direct offering (the "RD
Offering"), issuance and sale of 1,818,182 Common Shares and
accompanying common warrants to purchase up to 1,818,182 Common
Shares. The RD Offering closed simultaneously with the
Underwritten Offering on the Closing Date.
Immediately following the Closing Date, after giving effect to the
Underwritten Offering (including the exercise of the Warrant
Option) and the RD Offering, the number of outstanding Common
Shares of the Company is 21,335,812.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles ("VLPs"), including a proprietary enveloped
VLP ("eVLP") platform technology, VBI develops vaccine candidates
that mimic the natural presentation of viruses, designed to elicit
the innate power of the human immune system. VBI is committed to
targeting and overcoming significant infectious diseases, including
hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as
aggressive cancers including glioblastoma (GBM). VBI is
headquartered in Cambridge, Massachusetts, with research operations
in Ottawa, Canada, and a research and manufacturing site in
Rehovot, Israel.
VBI Vaccines reported a net loss of $113.30 million for the year
ended Dec. 31, 2022, compared to a net loss of $69.75 million for
the year ended Dec. 31, 2021.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated March 13, 2023, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with the
development and commercialization of its products. The Company has
an accumulated deficit as of December 31, 2022 and cash outflows
from operating activities for the year-ended December 31, 2022 and,
as such, will require significant additional funds to conduct
clinical and non-clinical trials, commercially launch its products,
and achieve regulatory approvals that raise substantial doubt about
its ability to continue as a going concern.
VECTOR UTILITIES: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------
Vector Utilities, LLC asks the U.S. Bankruptcy Court for the
Southern District of Texas, Victoria Division, for authority to use
cash collateral and provide adequate protection.
The motion is being filed as an emergency motion since the Debtor
cannot spend any money until the motion is heard and granted and
the Debtor requests that a hearing be set within a reasonable
period of time. Payroll is set to be distributed on Friday, July
21, 2023.
The Debtor has no alternative borrowing source and to remain in
business must be allowed to use its funds collected from normal
business operations to pay its payroll, office and administrative
expenses, and insurance.
The Debtor is indebted to the Small Business Administration and has
two lawsuits from MW GRP CAP and Balboa Capital Corporation which
requires the emergency motion.
The cash collateral at issue is income from the Debtor's regular
business. The Debtor is requesting authorization to use cash
collateral for 14 days in the amount of $38,000. The Debtor
consents to giving the Small Business Administration a replacement
lien.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=oWO8ji from PacerMonitor.com.
The Debtor projects $53,190 in total income and $37,750 in total
expenses for two weeks.
About Vector Utilities, LLC
Vector Utilities, LLC's business is the installation and
maintenance of telecommunications and fiber optics.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60040) on July 16,
2023.
In the petition signed by Griselda C. Gaytan, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Margaret M. McClure, Esq., at Law Office of Margaret M. McClure,
represents the Debtor as legal counsel.
VENUS CONCEPT: Essex Woodlands Fund, 6 Others Report 50.7% Stake
----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Venus Concept, Inc. as of July 12, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
EW Healthcare Partners, L.P. 4,322,090 49.5%
EW Healthcare Partners-A, L.P. 173,715 3.1%
Essex Woodlands Fund IX-GP, L.P. 4,495,805 50.7%
Essex Woodlands IX, LLC 4,495,805 50.7%
Martin P. Sutter 4,495,805 50.7%
R. Scott Barry 4,495,805 50.7%
Ronald Eastman 4,495,805 50.7%
Steve Wiggins 4,495,805 50.7%
Petri Vainio 4,495,805 50.7%
According to Issuer's Quarterly Report for the Quarter ended March
31, 2023, filed on May 15, 2023, the number of shares of the
Company's Common Stock outstanding on May 9, 2023 was 5,454,742
shares, which total reflects a 1 for 15 reverse stock split in the
Company's Common Stock that was effective May 11, 2023. In
calculating the total outstanding shares and ownership percentages
of the Reporting Persons in the Issuer's securities, additional
shares of Common Stock of the Company are included that may be
acquired by the Reporting Persons upon conversion of the Junior
Voting Convertible Preferred Stock issued in the 2022 Private
Placement and the Senior Preferred Stock issued in connection with
the 2023 Private Placement. Additionally, each of EWHP and EWHP-A
owns warrants to acquire shares of Common Stock of the Issuer and
additional shares of Common Stock may be acquired by R. Scott
Barry, one of the Managers of EWHP and EWHP-A and a director of the
Issuer.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1409269/000119312523187210/d512167dsc13da.htm
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas.
Venus Concept reported a net loss of $43.58 million in 2022
compared to a net loss of $22.14 million in 2021. As of Dec. 31,
2022, the Company had $125.38 million in total assets, $116.64
million in total liabilities, and $8.74 million in stockholders'
equity.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
27, 2023, citing that the Company has reported recurring net losses
and negative cash flows from operations, that raise substantial
doubt about its ability to continue as a going concern.
VIEWRAY INC: Seeks $6MM New Money DIP Loan from MidCap
------------------------------------------------------
ViewRay, Inc. and its affiliate ViewRay Technologies, Inc. ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to, among other things, use cash collateral and obtain senior
secured superpriority postpetition financing.
The Debtors seek to obtain a multiple-draw secured term loan
facility in the maximum principal amount of up to $6 million.
The lenders under the proposed DIP Facility are MidCap Financial
Trust, Silicon Valley Bank, a division of First-Citizens Bank and
Trust Company, MidCap Financial Investment Corporation, and such
other affiliates of MidCap Financial Trust who elect to participate
in the DIP Facility.
MidCap Financial Trust is the DIP agent and MidCap Financial
Services is the servicer.
Subject to, and effective upon, entry of the Final Order, there
will be a roll-up of $18 million of the Prepetition Secured
Obligations to the Borrowers prior to the Petition Date, plus all
accrued but unpaid interest, fees, expenses and other obligations
outstanding thereon.
The DIP loans are due and payable through the earliest of:
(i) the Scheduled Maturity Date, which is September 27, 2023;
(ii) the occurrence of an Event of Default; and
(iii) the consummation of a sale of the Borrowers' assets
pursuant to 11 U.S.C. section 363.
The DIP Loans will bear interest at a fixed rate equal to 15% per
annum based on a 360-day year on the outstanding principal amount
of all outstanding obligations under the DIP Facility, compounded
monthly. All interest will accrue on the DIP Loans and except with
respect to interest accruing on the Roll-Up Amount, will be paid in
cash monthly on the first day of each monthly following the Initial
Borrowing. All accrued and unpaid interest (including with respect
to the Roll-Up Amount) will be paid on the Maturity Date. Interest
accruing after the Maturity Date will be payable in cash, upon
demand by the DIP Lenders.
During the continuance of an Event of Default, any amounts
outstanding under the DIP Facility will bear interest at an
additional 3% per annum.
The events that constitute an "Event of Default" includes:
1. The Borrowers' failure to timely meet any Milestone unless
extended in writing by the DIP Lenders and the Prepetition Secured
Parties, in their sole discretion;
2. The Borrowers' failure to make any payment to the DIP
Lenders or the Prepetition Secured Parties when due under the terms
of the Operative Documents;
3. The Borrowers noncompliance with the Budget Covenant;
4. The Borrowers' noncompliance with the other covenants, or
breaches of representations and warranties, in the Operative
Documents or the Stalking Horse Purchase Agreement or the
Alternative Purchase Agreement, or the other documents related
thereto; and
5. The termination of the Stalking Horse Purchase Agreement or
Alternative Purchase Agreement, as applicable.
The Debtors are required to comply with these milestones:
1. On or before the date that is three business days after the
Petition Date, the Interim Order authorizing and approving on an
interim basis the DIP Facility and the transactions contemplated
thereby, in form and substance satisfactory to the DIP Lenders and
the Prepetition Secured Parties will have been entered by the
Bankruptcy Court;
2. On or before the date that is 28 days after the Petition
Date, the Final Order authorizing and approving the DIP Facility
and the transactions contemplated thereby, in form and substance
satisfactory to the DIP Lenders and the Prepetition Secured Parties
shall have been entered by the Bankruptcy Court;
3. In addition to the foregoing, Borrowers will have achieved
or satisfied several sales milestones, as determined by the DIP
Lenders and the Prepetition Secured Parties in their sole
discretion.
The sales milestones include:
a. The Debtors must file a motion to approve bidding
procedures for the sale of all or substantially all of the
Borrowers' assets, in form and substance satisfactory to DIP
Lenders and the Prepetition Secured Parties, within four days after
the Petition Date;
b. The Debtors must obtain entry of an order approving the
Bidding Procedures Motion in form and substance satisfactory to DIP
Lenders and the Prepetition Secured Parties within 28 days after
the Petition Date;
c. The Debtors must execute a Stalking Horse Purchase
Agreement within 35 days after the Petition Date;
d. The Debtors must conduct an Auction on or before September
14, 2023; and
e. The Debtors must obtain entry of one or more orders
approving the sale(s) of all or substantially all the Borrowers'
assets, acceptable to the DIP Lenders and the Prepetition Secured
Parties in each instance on or before September 19, 2023.
On November 14, 2022, the Debtors, as borrowers, entered into the
Credit, Security and Guaranty Agreement with MidCap Funding IV
Trust, as agent, MidCap Financial Trust, as term loan servicer, and
the financial institutions and other entities from time to time
parties thereto as lenders, which provided the Debtors with a
credit facility comprising (i) a $75 million tranche I term loan;
(ii) a $25 million tranche II term loan;5 and (iii) a $15 million
revolving loan. The Prepetition Credit Agreement and the other
Security Documents provide continuing, legal, valid, binding,
properly perfected, enforceable, nonavoidable first priority liens
on and security interests in the Debtors' right, title, and
interest in, to and under the "Collateral" and all other collateral
or assets of the Borrowers subject to any other Security Document.
The Prepetition Agent, the Term Loan Servicer, the Prepetition
Lenders, and Silicon Valley Bank, a division of First-Citizens
Bank, in its capacity as a provider of bank services, also entered
into Intercreditor Agreement, dated as of November 14, 2022, which
governs certain rights, interests, obligations, priorities and
positions as between the Prepetition Secured Parties and SVB with
respect to the assets and properties of the Debtors.
As of May 2, 2023, multiple events of default had occurred and were
continuing under the Prepetition Credit Agreement. On May 10, 2023,
the Prepetition Secured Parties agreed to enter into the Standstill
Agreement with the Debtors, whereby the Prepetition Secured Parties
agreed to forbear from exercising certain of their rights and
remedies against the Debtors with respect to the continuing events
of default under the Prepetition Credit Agreement. As of June 30,
2023, there had occurred multiple Standstill Defaults giving the
Prepetition Secured Parties the right to terminate the Standstill
Period.
As of the Petition Date, the principal amounts outstanding under
the Prepetition Term Loan and Prepetition Revolver are $57.5
million and $0, respectively, plus accrued and unpaid interest with
respect thereto and any additional fees, costs, and expenses owing
under or in connection Prepetition Credit Agreement.
As adequate protection against any diminution in value of the
Prepetition Collateral, including cash collateral, effective as of
the Petition Date and perfected without the need for execution by
the Borrowers or the recordation or other filing by the Prepetition
Secured Parties.
The Adequate Protection Liens will be junior only to the DIP Liens,
the Carve-Out and any Permitted Encumbrance. The Adequate
Protection Liens will otherwise be senior to all other security
interests in, liens on, or claims against any of the Adequate
Protection Collateral.
The Adequate Protection Amount due to the Prepetition Secured
Parties will constitute allowed superpriority administrative
expense claims against the Borrowers and their estates in the
amount of any diminution in value of the Prepetition Collateral,
including Cash Collateral, with priority in payment over any and
all claims and administrative expense claims (except amounts due
under the DIP Facility and the Carve-Out) against the Borrowers,
now existing or hereafter arising, of any kind or nature
whatsoever.
A copy of the motion is available at https://urlcurt.com/u?l=vdsqId
from PacerMonitor.com.
About ViewRay, Inc.
ViewRay, Inc. designs, manufactures, and markets the MRIdian
MRI-guided Radiation Therapy System. MRIdian is built upon a
proprietary high-definition magnetic resonance imaging system
designed from the ground up to address the unique challenges, and
clinical workflow for advanced radiation oncology. The MRIdian
MRI-guided Radiation Therapy System integrates diagnostic-quality
MR imaging with radiation therapy delivery to enable on-table
adaptive treatments with real-time tissue tracking and automatic
beam gating.
ViewRay, Inc. and its affiliate ViewRay Technologies, Inc. sought
protection under the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10935) on July 16, 2023. In the petition signed by Paul
Zieglerm chief executive officer, the Debtors disclosed $233
million assets and $75 million in liabilities.
The Debtors tapped Cravath, Swane and Moore LLP as special
corporate counsel, Berkeley Research Group, LLC as restructuring
advisor, and B. Riley Securities, Inc. as investment banker.
Stretto, Inc. is the notice, claims, balloting and administrative
agent.
WASHINGTON MEDICAL: Taps Law Office of Marc S. Stern as Counsel
---------------------------------------------------------------
Washington Medical Supplies, Inc. received approval from the U.S.
Bankruptcy Court for the Eastern District of Washington to hire The
Law Office of Marc S. Stern to handle its Chapter 11 case.
The firm's services will include the preparation of bankruptcy
schedules; analysis of financial affairs of the Debtor; preparation
of motions for and negotiation of a Chapter 11 plan and the use of
cash collateral; review of executory contracts and other legal
services necessary to administer the Debtor's Chapter 11 case.
The Law Office of Marc S. Stern will charge these hourly fees:
Marc S. Stern, Esq. $425
Latife Neu , Esq. $400
Paralegal time $130
As disclosed in court filings, the Law Office of Marc S. Stern does
not have any connection representing an adverse interest to the
Debtor and its estate.
The firm can be reached through:
Marc S. Stern, Esq.
Law Office of Marc S. Stern
1825 NW 65th St
Seattle, WA 98117-5532
Tel: (206) 448-7996
Email: marc@hutzbah.com
About Washington Medical Supplies
Washington Medical Supplies, Inc. filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Wash. Case No.
23-00734) on June 16, 2023, with $100,001 to $500,000 in both
assets and liabilities. Judge Whitman L. Holt oversees the case.
The Debtor is represented by Marc S. Stern, Esq., at the Law Office
of Marc S. Stern.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Christopher Michael Miller
Bankr. E.D. Cal. Case No. 23-22268
Chapter 11 Petition filed July 10, 2023
represented by: Gabriel E. Liberman, Esq.
In re Lynne AI Bui
Bankr. M.D. Fla. Case No. 23-02914
Chapter 11 Petition filed July 10, 2023
In re Ace Linen & Dust, L.L.C.
Bankr. M.D. Ala. Case No. 23-31336
Chapter 11 Petition filed July 11, 2023
See
https://www.pacermonitor.com/view/OFTEAAQ/Ace_Linen__Dust_LLC__almbke-23-31336__0001.0.pdf?mcid=tGE4TAMA
represented by: Anthony Bush, Esq.
THE BUSH LAW FIRM, LLC
E-mail: abush@bushlegalfirm.com
In re Maria Eugenia de la Parra-Arko
Bankr. C.D. Cal. Case No. 23-14319
Chapter 11 Petition filed July 11, 2023
represented by: Derrick Talerico, Esq.
In re Ivcinya Company LLC
Bankr. C.D. Cal. Case No. 23-14313
Chapter 11 Petition filed July 11, 2023
See
https://www.pacermonitor.com/view/3QMYWBQ/IVCINYA_COMPANY_LLC__cacbke-23-14313__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew D. Resik, Esq.
RHM LAW, LLP
E-mail: matt@rhmfirm.com
In re MLand Maintenance, LLC
Bankr. D. Del. Case No. 23-10924
Chapter 11 Petition filed July 11, 2023
See
https://www.pacermonitor.com/view/AN3IFPI/MLand_Maintenance_LLC__debke-23-10924__0001.0.pdf?mcid=tGE4TAMA
represented by: Adam Hiller, Esq.
HILLER LAW LLC
E-mail: ahiller@adamhillerlaw.com
In re Alberto Pescatore
Bankr. S.D. Fla. Case No. 23-15405
Chapter 11 Petition filed July 11, 2023
represented by: Richard Robles, Esq.
In re Passero LLC
Bankr. N.D. Ill. Case No. 23-09011
Chapter 11 Petition filed July 11, 2023
See
https://www.pacermonitor.com/view/45N3LCQ/Passero_LLC__ilnbke-23-09011__0001.0.pdf?mcid=tGE4TAMA
represented by: Joel Schechter, Esq.
LAW OFFICES OF JOEL A. SCHECHTER
E-mail: joelschechter1953@gmail.com
In re Vegan T'ease
Bankr. N.D. Ill. Case No. 23-08996
Chapter 11 Petition filed July 11, 2023
See
https://www.pacermonitor.com/view/3CVVVDI/Vegan_Tease__ilnbke-23-08996__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Kelly, Esq.
KELLY & BRACEY LAW OFFICES
E-mail: mkelly@kellybraceylaw.com
In re 494 E 96 Street Inc.
Bankr. E.D.N.Y. Case No. 23-42426
Chapter 11 Petition filed July 11, 2023
See
https://www.pacermonitor.com/view/3E76KAA/494_E_96_Street_Inc__nyebke-23-42426__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Paul Edwin Kleinschmidt
Bankr. E.D.N.C. Case No. 23-01924
Chapter 11 Petition filed July 11, 2023
represented by: Danny Bradford, Esq.
In re Katana Electronics, LLC
Bankr. D. Utah Case No. 23-22919
Chapter 11 Petition filed July 11, 2023
See
https://www.pacermonitor.com/view/3E6OZNA/Katana_Electronics_LLC__utbke-23-22919__0001.0.pdf?mcid=tGE4TAMA
represented by: Ted F. Stokes, Esq.
STOKES LAW PLLC
E-mail: ted@stokeslawpllc.com
In re Yasi Wang
Bankr. C.D. Cal. Case No. 23-14355
Chapter 11 Petition filed July 12, 2023
In re Zabeth Clear LLC
Bankr. C.D. Cal. Case No. 23-14354
Chapter 11 Petition filed July 12, 2023
See
https://www.pacermonitor.com/view/JBU26DY/Zabeth_Clear_LLC__cacbke-23-14354__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew Abbasi, Esq.
ABBASI LAW CORPORATION
E-mail: matthew@malawgroup.com
In re Daryl R. Schnelten and Andrea R. Schnelten
Bankr. C.D. Ill. Case No. 23-70558
Chapter 11 Petition filed July 12, 2023
In re Nantasket Management, LLC
Bankr. D. Mass. Case No. 23-11114
Chapter 11 Petition filed July 12, 2023
See
https://www.pacermonitor.com/view/54JYZ4Q/Nantasket_Management_LLC__mabke-23-11114__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Brian Wolfson
Bankr. D.N.J. Case No. 23-15941
Chapter 11 Petition filed July 12, 2023
represented by: Allen Gorski, Esq.
GORSKI & KNOWLTON PC
In re Rosemarie Lopa
Bankr. E.D.N.Y. Case No. 23-42457
Chapter 11 Petition filed July 12, 2023
represented by: Alla Kachan, Esq.
In re Taveras Family Investments Corp
Bankr. S.D. Tex. Case No. 23-32627
Chapter 11 Petition filed July 12, 2023
See
https://www.pacermonitor.com/view/54DG7AI/Taveras_Family_Investments_Corp__txsbke-23-32627__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas F Jones III, Esq.
LAW OFFICE OF THOMAS F JONES III
E-mail: tfjonesiii@gmail.com
In re Juan Manuel Bernal
Bankr. C.D. Cal. Case No. 23-11421
Chapter 11 Petition filed July 13, 2023
represented by: Robert Goe, Esq.
In re Peter Sharp
Bankr. D.D.C. Case No. 23-00184
Chapter 11 Petition filed July 13, 2023
represented by: Daniel A. Staeven, Esq.
In re Dermot Martin Cawley
Bankr. M.D. Fla. Case No. 23-02795
Chapter 11 Petition filed July 13, 2023
represented by: Jeffrey Ainsworth, Esq.
In re Rockhaven Financial, LLC
Bankr. D.N.H. Case No. 23-10372
Chapter 11 Petition filed July 13, 2023
See
https://www.pacermonitor.com/view/JEHMLRQ/Rockhaven_Financial_LLC__nhbke-23-10372__0001.0.pdf?mcid=tGE4TAMA
represented by: Peter N. Tamposi, Esq.
THE TAMPOSI LAW GROUP, P.C.
E-mail: peter@thetamposilawgroup.com
In re Waycross Vista, Inc.
Bankr. E.D.N.Y. Case No. 23-42468
Chapter 11 Petition filed July 13, 2023
See
https://www.pacermonitor.com/view/W3NIESA/Waycross_Vista_INC__nyebke-23-42468__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Astrid Marzovilla and Nicola Marzovilla
Bankr. S.D.N.Y. Case No. 23-11101
Chapter 11 Petition filed July 13, 2023
represented by: Douglas Pick, Esq.
In re Jareca T. Sumter
Bankr. D.S.C. Case No. 23-02060
Chapter 11 Petition filed July 13, 2023
represented by: T. Diamond, Esq.
In re Dashon Goldson Enterprises LLC
Bankr. C.D. Cal. Case No. 23-13099
Chapter 11 Petition filed July 14, 2023
See
https://www.pacermonitor.com/view/ZN5LVAA/Dashon_Goldson_Enterprises_LLC__cacbke-23-13099__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas B. Ure, Esq.
URE LAW FIRM
E-mail: tom@urelawfirm.com
In re ONH 1601 CS Investors LLC
Bankr. D. Del. Case No. 23-10932
Chapter 11 Petition filed July 14, 2023
See
https://www.pacermonitor.com/view/XK7OPTQ/ONH_1601_CS_Investors_LLC__debke-23-10932__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew B. McGuire, Esq.
LANDIS RATH & COBB LLP
E-mail: mcguire@lrclaw.com
In re ONH AFC CS Investors LLC
Bankr. D. Del. Case No. 23-10931
Chapter 11 Petition filed July 14, 2023
See
https://www.pacermonitor.com/view/XP5X7XQ/ONH_AFC_CS_Investors_LLC__debke-23-10931__0001.0.pdf?mcid=tGE4TAMA
represented by: Matthew B. McGuire, Esq.
LANDIS RATH & COBB LLP
E-mail: mcguire@lrclaw.com
In re Ruel T. Stoessel
Bankr. S.D. Fla. Case No. 23-15514
Chapter 11 Petition filed July 14, 2023
represented by: Aaron Wernick, Esq.
In re James A Little and Jan R Little
Bankr. D. Idaho Case No. 23-00352
Chapter 11 Petition filed July 14, 2023
represented by: Matthew T. Christensen, Esq.
JOHNSON MAY
In re Chimichurri Chiken of Carle Place Inc.
Bankr. E.D.N.Y. Case No. 23-42489
Chapter 11 Petition filed July 14, 2023
See
https://www.pacermonitor.com/view/33T2YOA/Chimichurri_Chiken_of_Carle_Place__nyebke-23-42489__0001.0.pdf?mcid=tGE4TAMA
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re Gary Nabitovsky
Bankr. E.D.N.Y. Case No. 23-42483
Chapter 11 Petition filed July 14, 2023
represented by: Alla Kachan, Esq.
In re 217 North Washington Street LLC
Bankr. N.D.N.Y. Case No. 23-60503
Chapter 11 Petition filed July 14, 2023
See
https://www.pacermonitor.com/view/PLPS2XI/217_North_Washington_Street_LLC__nynbke-23-60503__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Boyle, Esq.
BOYLE LEGAL LLC
E-mail: mike@boylebankruptcy.com
In re Drunken Donkey Private Club
Bankr. E.D. Tex. Case No. 23-41260
Chapter 11 Petition filed July 14, 2023
See
https://www.pacermonitor.com/view/5PHDIGQ/Drunken_Donkey_Private_Club__txebke-23-41260__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re 7th Wes Tech, LLC
Bankr. N.D. Tex. Case No. 23-42026
Chapter 11 Petition filed July 14, 2023
See
https://www.pacermonitor.com/view/YWG2DTI/7th_Wes_Tech_LLC__txnbke-23-42026__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re Envy Me
Bankr. S.D. Tex. Case No. 23-32655
Chapter 11 Petition filed July 14, 2023
See
https://www.pacermonitor.com/view/S5GHJQY/Envy_Me__txsbke-23-32655__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Kush Alumni
Bankr. D. Colo. Case No. 23-13126
Chapter 11 Petition filed July 17, 2023
See
https://www.pacermonitor.com/view/2L3THCA/Kush_Alumni__cobke-23-13126__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 11764 Miller Place Corp
Bankr. E.D.N.Y. Case No. 23-72569
Chapter 11 Petition filed July 17, 2023
See
https://www.pacermonitor.com/view/NUGSWKA/11764_Miller_Place_Corp__nyebke-23-72569__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Richard Patton Deeds, Jr
Bankr. E.D. Va. Case No. 23-11138
Chapter 11 Petition filed July 17, 2023
represented by: Elizabeth Douglass, Esq.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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