/raid1/www/Hosts/bankrupt/TCR_Public/230721.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, July 21, 2023, Vol. 27, No. 201
Headlines
14 EAST 52ND: Gets OK to Hire Goldberg as Legal Counsel
1500 NET-WORKS: Mixed-Use Building Property Up for Sale on Aug. 30
215 CHRYSTIE: Public Sale Auction Set for September 12
ACM CRE FUND: Foreclosure Sale of Property on Sept. 13
ADAVAN FITNESS: Seeks Cash Collateral Access
AETIUS COMPANIES: Case Summary & 30 Largest Unsecured Creditors
AFFORDABLE HOUSING: Seeks to Hire Marshack Hays as Legal Counsel
AGSPRING LLC: Seeks to Hire Pachulski as Legal Counsel
AGSPRING LLC: Taps Kyle Sturgeon of MERU LLC as CRO
AGWAY FARM: Seeks to Extend Plan Exclusivity to August 7
AIG FINANCIAL: Seeks to Extend Plan Exclusivity to November 9
AKORN INC: 75% Markdown for Credit Suisse Fund's $583,000 Loan
ALPHA METALLURGICAL: Moody's Hikes CFR to B1, Outlook Stable
AMERICAN AIRLINES: Fitch Ups IDR to 'B+' & Secured Debt to 'BB-'
AMERICORE HOLDINGS: Trustee Taps Kobre & Kim as Litigation Counsel
ANAGRAM HOLDINGS: Fitch Keeps 'CCC' IDR on Rating Watch Evolving
APEX NORTH: Case Summary & Two Unsecured Creditors
AR&K HOME: Case Summary & 20 Largest Unsecured Creditors
ARSENAL AIC: Moody's Assigns 'B1' CFR, Outlook Stable
ATLANTIC RADIO: Files Emergency Bid to Use Cash Collateral
ATLAS GLOBAL: Delays Filing of Financial Reports
BFR GRANITE: Case Summary & Seven Unsecured Creditors
BULLDOG PURCHASER: Credit Suisse Marks $959,000 Loan at 22% Off
CANOPY GROWTH: Fitch Ups IDR to 'CCC-'; Then Withdraws All Ratings
CARESTREAM HEALTH: Credit Suisse Fund Marks Loan at 28% Off
CARVANA CO: S&P Downgrades ICR to 'CC', Outlook Negative
CBS TRUCKING: Seeks to Tap Law Office of James J. Rufo as Counsel
COADVANTAGE INC: S&P Rates New Senior Secured Credit Facility 'B'
COTY INC: S&P Assigns 'BB' Rating on New $600MM Sr. Secured Notes
CUSTOM SPRAY: Unsecureds Will Get 30% of Claims in Plan
DIOCESE OF ALBANY: Tort Panel Taps Berkeley as Financial Advisor
DIOCESE OF OGDENSBURG: Seeks Cash Collateral Access
DITECH HOLDING: 94% Markdown for $123,000 Credit Suisse Fund Loan
DONNELLY GROUP: Creditors Approve CCAA Restructuring Plan
DYNACAST LLC: Credit Suisse Marks $898,000 Loan at 24% Off
EAGLE PROPERTIES: Taps Whiteford as Special Counsel
FARWELL VENTURES: Seeks to Hire Steinhilber Swanson as Counsel
FINASTRA USA: Credit Suisse Marks $3.01M Loan at 15% Off
FIRSTOX LABORATORIES: Case Summary & 20 Top Unsecured Creditors
FORTRESS INVESTMENT: Fitch Alters Outlook on 'BB' IDR to Stable
GENESIS CARE: Seeks to Hire Alvarez & Marsal as Financial Advisor
GENESIS CARE: Seeks to Hire Katten Muchin Rosenman as Counsel
GENESIS CARE: Seeks to Hire Kirkland & Ellis as Legal Counsel
GENESIS CARE: Seeks to Hire PJT Partners as Investment Banker
HANDPICKED INC: Seeks to Hire Penn Law Firm as Bankruptcy Counsel
HARVEY & DAUGHTERS: Gets OK to Hire Frost & Associates as Counsel
HEART OF TEXAS: Seeks to Hire Barron & Newburger as Legal Counsel
HORNBLOWER SUB: Credit Suisse Marks $787,000 Loan at 44% Off
INITALY LLC: Wins Cash Collateral Access on Final Basis
JASON GROUP: Credit Suisse Marks $500,000 Loan at 16% Off
KELHAM VINEYARD: Involuntary Chapter 11 Case Summary
LANTERN 18 LLC: Unsecureds Will Get 100% of Claims in Plan
LCM INVESTMENTS II: S&P Affirms 'BB-' ICR, Outlook Stable
LEEWARD RENEWABLE: Fitch Affirms BB- LongTerm IDR, Outlook Stable
LEGACY CARES: Gets OK to Tap Kevin Royal as Accountant
LOCKHART HOLDINGS: Case Summary & Three Unsecured Creditors
LUCKY BUCKS: Seeks to Hire Epiq as Administrative Advisor
LUCKY BUCKS: Seeks to Hire Evercore Group as Investment Banker
LUCKY BUCKS: Seeks to Hire Milbank LLP as Bankruptcy Counsel
LUCKY BUCKS: Seeks to Hire Richards Layton & Finger as Counsel
LUCKY BUCKS: Seeks to Tap M3 Advisory Partners as Financial Advisor
MAGENTA BUYER: BlackRock MSIT Marks $530,000 Loan at 25% Off
MAGENTA BUYER: BlackRock MSIT Marks $795,000 Loan at 16% Off
MEDASSETS SOFTWARE: Credit Suisse Fund Marks Loan at 28% Off
MID-KANSAS REAL: Voluntary Chapter 11 Case Summary
MLCJR LLC: Committee Taps Huron Consulting as Financial Advisor
MODERN MEN: Amends Bridgewell Capital Secured Claims Pay
MOSS CREEK: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable
NEW BEGINNING: Amends Plan to Include Several Secured Claims Pay
O'DAR GROUP: Unsecureds Will Get 100% in Liquidating Plan
ORLANDO RESERVOIR NO. 2: Case Summary & 17 Unsecured Creditors
OXBOW PROPERTIES: Seeks to Hire AR Law Partners as Legal Counsel
PARADOX RESOURCES: Taps Evercore Group as Investment Banker
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru Aug 18
PECF USS INTERMEDIATE: BlackRock MSIT Marks Loan at 18% Off
PES HOLDINGS: 97% Markdown for Credit Suisse Fund's $2.6M Loan
PGX HOLDINGS: Affiliate Taps Pachulski as Conflicts Counsel
PGX HOLDINGS: Gets OK to Hire 'Ordinary Course' Professionals
PGX HOLDINGS: Gets OK to Hire Alvarez & Marsal as Financial Advisor
PGX HOLDINGS: Gets OK to Hire Kurtzman as Administrative Agent
PGX HOLDINGS: Seeks to Hire Greenhill & Co. as Investment Banker
PGX HOLDINGS: Seeks to Hire Holland & Hart as Special Counsel
PGX HOLDINGS: Taps Kirkland & Ellis as Bankruptcy Counsel
PGX HOLDINGS: Taps Klehr Harrison Harvey Branzburg as Co-Counsel
PGX HOLDINGS: Taps Williams & Connolly as Litigation Counsel
PINK BOX: Taps Law Office of Rachel S. Blumenfeld as Counsel
PLUMBING TECHNOLOGIES: Taps RA Hauser & Associates as Controller
POLAR US: Credit Suisse Marks $841,000 Loan at 17% Off
PREMIER MEDICAL: Case Summary & 20 Largest Unsecured Creditors
PROTECH METALS: Bid to Use Cash Collateral Denied
PUG LLC: BlackRock MSIT Marks $120,000 Loan at 21% Off
QOURUM HEALTH: BlackRock MSIT Marks $279,000 Loan at 41% Off
R.B. DWYER: Taps Farris Capital Partners as Business Broker
RWDY INC: Taps Bradley Murchison Kelly & Shea as Special Counsel
SABRE GBL: BlackRock MSIT Marks $114,000 Loan at 23% Off
SAFFIRE VAPOR: Amends Truist & SouthState Bank Secured Claims Pay
SAS AB: Seeks to Hire Ernst & Young AB as Tax Advisor
SERTA SIMMONS: Credit Suisse Fund Marks $1.04M Loan at 40% Off
SILVER CREEK: Taps B. Riley as Financial Advisor
SORRENTO THERAPEUTICS: Bankruptcy Court OKs Scilex Stock Offering
SOURCEWATER INC: Seeks to Hire Eisner Advisory Group as Tax Advisor
SOUTHERN HERITAGE: Unsecureds to Get Nothing in Plan
STRATEGIC MATERIALS: 90% Markdown for $800,000 Credit Suisse Loan
SUGAR CREEK: Wins Cash Collateral Access on Final Basis
SUREFUNDING LLC: Seeks Cash Collateral Access
TAVERAS FAMILY: Files Emergency Bid to Use Cash Collateral
TREETOP DEVELOPMENT: Taps Jeffer Mangels Butler as Special Counsel
TRISTAR DRYWALL: Seeks to Hire Cohen & Cohen as Bankruptcy Counsel
TRISTAR DRYWALL: Taps McDaniel Consulting as Tax Services Provider
TRUGREEN LP: BlackRock MSIT Marks $201,000 Loan at 35% Off
TRUGREEN LP: First Trust Fund Marks $5.8M Loan at 32% Off
US RENAL: Moody's Lowers CFR to Caa3 & Alters Outlook to Negative
VIASAT INC: Fitch Puts 'BB-' LongTerm IDR on Rating Watch Negative
VIEWRAY INC: Files Chapter 11 to Facilitate Section 363 Sale
WCG INTERMEDIATE: Moody's Affirms 'B3' CFR, Outlook Remains Stable
WESCO AIRCRAFT: Seeks to Hire Haynes and Boone as Co-Counsel
WESCO AIRCRAFT: Seeks to Hire Milbank LLP as Bankruptcy Counsel
WESCO AIRCRAFT: Seeks to Hire PJT Partners as Investment Banker
WESCO AIRCRAFT: Taps Alvarez & Marsal as Restructuring Advisor
WESCO AIRCRAFT: Taps Quinn Emanuel Urquhart as Special Counsel
WEST DEPTFORD: S&P Affirms 'B-' Rating on Senior Secured Debt
WOOF HOLDINGS: Credit Suisse Fund Marks $1.5M Loan at 17% Off
WORKSITE LABS: Case Summary & 20 Largest Unsecured Creditors
YAK TIMBER: Wins Cash Collateral Access Thru Aug 30
Z NEWS SERVICE: Unsecureds Will Get 100% in Subchapter V Plan
ZAYO GROUP: BlackRock MSIT Marks $794,000 Loan at 19% Off
[*] Jefferies Finance Launches Direct Lending BDC
[*] Klotz Joins Brattle's Bankruptcy & Restructuring Practice
[*] Michael Jusczyk Appointed BBA Bankruptcy Law Section Co-Chair
[^] BOOK REVIEW: Dangerous Dreamers
*********
14 EAST 52ND: Gets OK to Hire Goldberg as Legal Counsel
-------------------------------------------------------
14 East 52nd Street Devco, LLC received approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire
Goldberg Weprin Finkel Goldstein, LLP as its counsel.
The Debtor requires legal counsel to:
a. provide all necessary representation to the Debtor in
connection with its Chapter 11 case as well as its responsibilities
under the Bankruptcy Code;
b. represent the Debtor in all proceedings before the court
and the Office of the U.S. Trustee;
c. review, prepare and file legal papers; and
d. render all other legal services required by the Debtor
toward the goal of closing on the sale contract between Inmoprisa,
USA, Inc., as seller, and Raciv Corp., as the
original buyer of the premises at 14 East 52nd St., N.Y.; and
taking title to the property.
Goldberg will be paid at these rates:
Partners $685 per hour
Associates $275 to $500 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Kevin Nash, Esq., a partner at Goldberg, 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:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein, LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Telephone: (212) 221-5700
Email: knash@gwfglaw.com
About 14 East 52nd Street
14 East 52nd Street Devco, LLC was organized in connection with the
intended acquisition of real property located at 14 East 52nd
Street, N.Y.
The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
23-41364) on April 20, 2023, with $10 million to $50 million in
both assets and liabilities. Tim Ziss, manager, signed the
petition.
Judge Elizabeth S. Stong oversees the case.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP is
the Debtor's counsel.
1500 NET-WORKS: Mixed-Use Building Property Up for Sale on Aug. 30
------------------------------------------------------------------
A public auction will take place on Aug. 30, 2023, at 11:00 a.m.
(Philadelphia Time) for sale of the 100% of the membership interest
in 1500 Net-Works Associates GP, and 100% of the partnership
interests in 1500 Net-Works Associates LP together with all related
rights and property. The sale will be conducted in person in the
offices of Duane Morris LLP, 30 S. 17th Street, Philadelphia,
Pennsylvania.
The principal asset of the Mortgage GP pledgor is a 0.5%
partnership interest in the mortgage borrower; the principal asset
of the mortgage borrower is the mixed-use building located at
1500-1530 Spring Garden Street, and 543-553 North 16th Street,
Philadelphia, Pennsylvania.
This sale is held to enforce the rights of TPG RE Finance 9 LLC as
secured party under (a) certain mezzanine loan agreement dated as
of March 31, 2022 between secured party and 1500 Spring Garden
Holdings LLP, and (b) that certain mezzanine pledged and security
agreement dated as of March 31, 2002, executed by Mezz Borrower and
Mortgage GP pledgor in favor of the secured party, both of which
(a) and (b) are currently held by secured party.
Interested parties who would like additional information regarding
the collateral, property visits, and the terms of the public sale
should execute the confidentiality agreement which can be reviewed
at the Web site at https://www.1500springgardenuccsale.com/ For
questions and inquiries, please contact Brett Rosenberg at Jones
Lang LaSalle Americas Inc., 3300 Madison Avenue, New York, New York
10017, Tel. No: (212) 812-5926, Email: brett.rosenberg@jll.com.
215 CHRYSTIE: Public Sale Auction Set for September 12
------------------------------------------------------
In accordance with the applicable provisions of the Uniform
Commercial Code of the States of Delaware and New York, VP Ostan
Holdings LLC ("secured party") will sell at public auction all
limited liability company interest held by 215 Chrystie Mezz LLC
("pledgor") in 215 Chrystie LLC.
The equity interests secured indebtedness owing by pledgor to
secured party in a principal amount of not less than $87,239,832.24
plus unpaid interest, attorney's fees and other charges including
the costs to sell the equity interests ("Debt").
Secured party's understanding, without making any representation or
warranty as to accuracy or completeness, is that the principal
asset of the pledged entity is the real property located at 215
Chrystie Street, New York, New York ("property").
The public auction sale will be held on Sept. 12, 2023, at 2:30
p.m. Eastern Time by virtual bidding via zoom and at secured
party's sole option, in-person at 601 Lexington Avenue, New York,
New York 10022. The URL address and password for the online video
conference will be provided to all confirmed participants that have
properly registered for the public sale.
The public sale will be conducted by auctioneer Matthew D. Mannion
of Mannion Auctions.
All bids must be for cash. In order for a prospective bidder to be
deemed qualified and eligible to bid at public sale, such
prospective bidder must provide an earnest money deposit in the
amount of at least $5,000,000, which may be in the form of a money
order, certified or cashier's check or wire transfer to an escrow
account.
Parties interested in bidding on the equity interests must contact
Alyssa Kidd and Scott Ellman, secured party's broker, Eastdil
Secured ("broker"), via email at akidd@eastdilsecured.com and
sellman@eastdilsecured.com.
Interested parties who do not contact the broker and register
before the public sale will not be permitted to participate in
bidding at the public sale. Additional information can be found at
https://esi.eastdilsecured.com/?utm_medium=email&utmcampaing=website&utm_source=sendgrid.com#7warrooms/warroomOverview?id=f3e3c1d6-ff06-4557-898a-091945ee372d.
ACM CRE FUND: Foreclosure Sale of Property on Sept. 13
------------------------------------------------------
Newmark & Company Real Estate Inc., on behalf of ACM CRE Seller 2
LLC, as successor to ACM CRE Fund 1-L LP ("secured creditor"),
offers for sale at a Uniform Commercial Code sale to be held on
Sept. 13, 2023, at 2:00 p.m. ET at the Offices of Ellis George
Cipollone O'Brien Annguey LLP, located at 152 W. 57th Street, 28th
Floor, New York, New York 10019, and via Zoom at
https://bit.ly/17W24UCC, 100% of the issued and outstanding limited
liability company interest of Griffon Monkey LLC ("mortgage
borrower") delivered by DS 17 West 24th Street Holdings LLC
("pledgor") to and for the benefit of secured creditor, along with
such other property of pledgor related to the interest more fully
describe in the pledged and security agreement available at
https://rimarketplace.com/listing/38890/ upon execution of a
confidentiality and non-disclosure agreement.
Mortgage borrower owns, leases, and controls a commercial property
located at 17 West 24th Street, New York, New York 10010.
Secured creditor made certain loans pursuant to an acquisition loan
agreement dated as of Oct. 4, 2019 by and between mortgage borrower
and secured creditor, as amended by, inter alia, that certain first
amendment to acquisition loan, omnibus amendment to loan documents
and satisfaction of project loan dated as of Oct. 4, 2022 by and
between mortgage borrower and secured creditor, that certain second
amendment to acquisition loan agreement dated as of March 28, 2023
by and between mortgage borrower and secured creditor which were
secured by, inter alia, the pledge agreement, by which pledgor
pledged the collateral to secured creditor, and granted to secured
creditor a first priority security interest in and to the
collateral.
Secured creditor is offering the collateral for sale in connection
with the foreclosure of the pledge of such collateral. The
property owned by the pledgor is and will remain subject to certain
mortgages and other more senior obligations and liabilities of
mortgage borrower record against the property. The sale of the
collateral will be subject to all applicable third party consents
and regulatory approvals, if any.
Newmark can be reached at:
Brock Cannon
Newmark & Company Real Estate Inc.
Tel: 212-372-2066
Email: brock.cannon@nmrk.com
ADAVAN FITNESS: Seeks Cash Collateral Access
--------------------------------------------
Adavan Fitness Melbourne LLC asks the U.S. Bankruptcy Court for the
Middle District of Florida, Orlando Division, for authority to use
cash collateral, retroactive to June 16, 2023.
The Debtor intends to use cash collateral, including cash, deposit
accounts, income, receivables, and proceeds from prepetition and
post-petition operations to continue operations, including paying
employees (including all associated tax liabilities), maintaining
insurance, paying rent, utilities, and all other necessary costs
and expenses to continue operating.
The Debtor's revenues come from membership fees and individual and
package class sales. Payments to the Debtor are made electronically
through the franchisor's payment systems, the franchisor's fees are
deducted, and the balance is deposited into the Debtor's Bank of
America deposit account ending 9328, which was improperly titled in
the name of Adavan Fitness Trinity LLC.
As of the Petition Date Debtor had $10,206 in the account where it
held its deposits. The Debtor did not have any actual accounts
receivable as of the Petition Date.
The U.S. Small Business Administration filed a UCC-1 Financing
Statement on November 9, 2020.
The SBA's financing statement secures a Covid EIDL loan with a
balance of $33,900.
Pursuant to the SBA's financing statement the SBA has an interest
in the Debtor's cash collateral.
Navitas Credit Corp. filed a UCC-1 Financing Statement on February
24, 2023.
Navitas's financing statement secures a disputed claim for
approximately $675,000.
Pursuant to Navitas's financing statement Navitas may claim an
interest in the Debtor's cash collateral, however, as of the
Petition Date Navitas's claim was wholly unsecured as defined by 11
U.S.C. section 506, including specifically with respect to cash
collateral, as the Debtor's cash collateral on the date of filing
was worth $10,206, and was subject to a senior lien in favor of the
SBA, partially securing a debt of $33,900.
Without waiving any defenses or disputes as to the validity or
extent of creditors' liens, Debtor offers to grant creditors a
replacement lien on future cash collateral as defined by 11 U.S.C.
363. The replacement liens proposed would have the same validity,
value, and priority as the prepetition liens.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=z8BGI7 from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$28,693 for July 2023;
$28,693 for August 2023;
$28,693 for September 2023;
$28,693 for October 2023;
$28,693 for November 2023; and
$28,693 for December 2023.
About Adavan Fitness
Adavan Fitness Melbourne, LLC operates an instructor-led,
music-driven stationary cycling studio under the CycleBar
franchise.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02367) on June 16,
2023, with as much as $50,000 in assets and $500,001 to $1 million
in liabilities.
Judge Tiffany P. Geyer oversees the case.
The Debtor is represented by Michael Faro, Esq., at Faro & Crowder.
AETIUS COMPANIES: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Twenty affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 under the Bankruptcy Code:
Debtor Case No.
------ --------
Aetius Companies, LLC 23-30470
6100 Fairview Road, Suite 1156
Charlotte, NC 28210
Aetius Franchising, LLC 23-30471
Aetius Intermediate Company, LLC 23-30472
Aetius Restaurant Group, LLC 23-30473
Aetius Restaurant Holdings, LLC 23-30474
Anderson Wings, LLC 23-30475
Bluffton Wings LLC 23-30476
Gastonia Wings, LLC 23-30477
Greenville WWC, LLC 23-30478
Jacksonville WWC, LLC 23-30479
North Charleston Wings LLC 23-30480
Raleigh Wings, LLC 23-30481
Rock Hill Wings, LLC 23-30482
Savannah WWC, LLC 23-30483
SW Charlotte, LLC 23-30484
Vista Wings LLC 23-30485
Wild Wings of Charlotte, LLC 23-30486
Wild Wings of McDonough, LLC 23-30487
Wilmington Wings, LLC 23-30488
Wings Over Spartanburg LLC 23-30489
Business Description: The Debtors operate a restaurant chain.
Chapter 11 Petition Date: July 19, 2023
Court: United States Bankruptcy Court
Wester District of North Carolina
Judge: Hon. J. Craig Whitley
Debtors' Counsel: Robert A. Cox, Jr., Esq.
HAMILTON STEPHENS STEELE + MARTIN, PLLC
525 North Tryon Street, Suite 1400
Charlotte, NC 28202
Tel: 704-344-1117
Email: rcox@lawhssm.com
Debtors'
Financial
Advisor: BLYSTONE & DONALDSON
Aetius Companies'
Estimated Assets: $10 million to $50 million
Aetius Companies'
Estimated Assets: $10 million to $50 million
Estimated Liabilities:
The petition was signed by Mark Cote as presient.
Full-text copies of three of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/3SPKWSY/Aetius_Companies_LLC__ncwbke-23-30470__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/YBATHGY/Aetius_Restaurant_Holdings_LLC__ncwbke-23-30474__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/2VFZRQQ/Vista_Wings_LLC__ncwbke-23-30485__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. ASCAP $145,208
Attn: Account Services
PO Box 331608
Nashville, TN
37203-7515
2. Beaufort County $184,511
Treasurer's Office
PO Box 105176,
Drawer 1228
Atlanta, GA
30348-5176
3. BMI - Broadcast Music Inc $128,362
PO Box 630893
Cincinnati, OH
45263-0893
4. Charleston County $115,544
Revenue Collections
4045 Bridge View
Drive, #B110
North Charleston,
SC 29405
5. CIGNA HealthCare $747,714
5476 Collections
Center Dr
Chicago, IL
60693-0547
6. Direct TV $368,230
PO Box 105249
Atlanta, GA
30348-5249
7. Lexington Insurance Company $257,711
99 High Street
Boston, MA 02110
8. NC Department of Revenue $904,705
PO Box 25000
Raleigh, NC 27640
9. NCR CORP. $111,500
864 Spring St NW
Atlanta, GA 30308
10. Old Forum LLC $145,642
9224 Kings Parade
Blvd, Suite 2101
Charlotte, NC 28273
11. Punchh Inc $224,336
PO Box 536257
Pittsburgh, PA 15253
12. Regency Centers Corporation $125,383
3715 Northside
Parkway NW, Suite 400
Atlanta, GA 30327
13. Regions Bank $166,956
1900 Fifth Avenue
North Birmingham, AL 35203
14. SC Department of Revenue $201,986
ATTN: ACS Collections
PO Box 125
Columbia, SC 29214
15. Segra Communications $251,106
PO Box 631140
Cincinnati, OH
45263-1140
16. Shiv Shakti Investments LLC $223,771
285 Country Club
Dr, Suite 100
Stockbridge, GA 30281
17. STORE Master $248,981
Funding VII, LLC
8377 E. Hartford Dr,
Ste 100
Scottsdale, AZ 85255
18. SYSCO Atlanta $103,945
Sysco Business Service
24500 Hwy 290
Cypress, TX 77429
19. Sysco Charlotte $600,497
ATTN: Accounts Recievable
4500 Corporate Dr NW
Concord, NC 28027
20. SYSCO Columbia LLC $2,751,073
PO Box 9224
Columbia, SC
29290-9224
21. FIS Global/ WorldPay $92,204
347 Riverside Avenue
Jacksonville, FL 32202
22. Cape Fear Commercial $60,082
102 Autumn Hall
Drive Suite 210
Wilmington, NC
28403
23. Georgia Department of Revenue $89,361
Taxpayer Services Division
PO Box 105499
Atlantam GA
30348-5499
24. Sandhill Center LLC $88,346
c/o Stiles Property Management
481 Town Center
Place, Suite 2
Columbia, SC 29229
25. MIMEO.COM,INC. $82,994
PO BOX 654018
Dallas, TX 75265
26. ADP, Inc. $80,810
One ADP Boulevard
Roseland, NJ 07068
27. RSM US LLP $73,500
300 S Tryon St
#1500
Charlotte, NC 28202
28. City of Savannah $71,340
PO Box 1027
2 East Bay Street
Savannah, GA 31401
29. Swift Curie McGhee $71,111
& Hiers LLP
1420 Peachtree St
NE #800
Atlanta, GA 30309
30. Main Street $59,641
Development II, LLC
189 S Converse
St Spartanburg, SC
29306
AFFORDABLE HOUSING: Seeks to Hire Marshack Hays as Legal Counsel
----------------------------------------------------------------
Affordable Housing Changemakers, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Marshack Hays, LLP as its counsel.
The firm's services include:
a. advising the Debtor of its rights, powers and duties
continuing to operate and manage its business and assets;
b. advising the Debtor concerning, and assisting in the
negotiation and documentation of, agreements, debt restructurings
and related transactions;
c. preparing legal documents and reviewing all financial
reports to be filed in the Debtor's Chapter 11 case;
d. advising the Debtor concerning, and preparing responses to,
legal papers that may be filed and served in its bankruptcy case;
e. counseling the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;
f. performing all other legal services necessary to administer
the case, including legal advice on debt restructuring, asset
dispositions and general business, finance, and litigation matters.
Marshack Hays will charge these hourly fees:
Partners $460 to $690
Of Counsels $590
Associates $340 to $430
Paralegals $260 to $290
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Marshack Hays received a pre-bankruptcy retainer of $10,000.
David Wood, Esq., a partner at Marshack Hays, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
Marshack Hays can be reached at:
David A. Wood, Esq.
Marshack Hays, LLP
870 Roosevelt
Irvine, CA 92620
Telephone: (949) 333-7777
Facsimile: (949) 333-7778
Email: dwood@marshackhays.com
About Affordable Housing Changemakers
Affordable Housing Changemakers, LLC owns real properties (e.g.
office building, homes and warehouse) located at 3643 and 3647
Whittier Blvd., Los Angeles, Calif., valued at $5.27 million.
Affordable Housing Changemakers filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif.
Case No. 23-13668) on June 13, 2023, with $5,275,000 in assets and
$2,898,291 in liabilities. Ana Morgan, member, signed the petition.
Judge Vincent P. Zurzolo oversees the case.
David A. Wood, Esq., at Marshack Hays, LLP represents the Debtor as
legal counsel.
AGSPRING LLC: Seeks to Hire Pachulski as Legal Counsel
------------------------------------------------------
Agspring, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Pachulski
Stang Ziehl & Jones, LLP as co-counsel with Dentons US, LLP.
The firm's services include:
a. providing legal advice regarding local rules, practices and
procedures;
b. reviewing and commenting on drafts of documents to ensure
compliance with local rules, practices and procedures;
c. filing documents as requested by Dentons;
d. preparing agenda letters, certificates of no objection,
certifications of counsel, and notices of fee applications and
hearings;
e. preparing hearing binders of documents and pleadings,
printing of documents and pleadings for hearings;
f. appearing in court and at any meeting of creditors on
behalf of the Debtors in its capacity as co-counsel with Dentons;
g. monitoring the docket for filings and coordinating with
Dentons on pending matters that need responses;
h. preparing and maintaining critical dates memorandum to
monitor pending applications, motions, hearing dates and other
matters, and distributing critical dates memorandum with Dentons
for review;
i. handling inquiries and calls from creditors and counsel to
interested parties; and
j. providing additional administrative support to Dentons, as
requested.
The hourly rates of the firm's counsel and staff are as follows:
Partners $995 - $1,995
Of Counsel $875 - $1,525
Associates $725 - $895
Paraprofessionals $495 - $545
In addition, the firm will seek reimbursement for expenses
incurred.
Laura Davis Jones, Esq., a partner at Pachulski Stang Ziehl &
Jones, 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:
Laura Davis Jones, Esq.
Pachulski Stang Ziehl & Jones LLP
919 North Market Street, 17th Floor
Wilmington, DE 19801
Telephone: 302-778-6401
Mobile: 302-547-3132
Email: ljones@pszjlaw.com
About Agspring LLC
Agspring, LLC is a provider of warehousing and storage services in
Leawood, Kansas.
Agspring and five of its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-10699) on May 31, 2023. At the time of the filing,
Agspring reported $1 million to $10 million in assets and $50
million to $100 million in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtor tapped Pachulski Stang Ziehl & Jones, LLP and Dentons
US, LLP as legal counsels, and Kyle Sturgeon of MERU, LLC as chief
restructuring officer.
AGSPRING LLC: Taps Kyle Sturgeon of MERU LLC as CRO
---------------------------------------------------
Agspring, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire MERU, LLC and
designate Kyle Sturgeon as their chief restructuring officer.
The CRO's services include:
a) leading the Debtors' assessment of restructuring options
and strategic alternatives and providing advice and recommendations
to the Board of Directors in its evaluation and decision regarding
restructuring plans or strategic alternatives for maximizing the
enterprise value of the Debtors' various businesses and assets;
b) working with the Debtors' counsel to identify and evaluate
the risks and mitigants associated with potential restructuring
plans and strategic alternatives, and providing advice and
recommendations regarding the same;
c) assisting the Debtors' counsel in assembling due diligence
materials and preparing necessary court filings;
d) advising, assisting or managing, as appropriate,
communications and negotiations with outside stakeholders; and
e) other restructuring advisory services.
The firm will be paid at these rates:
Partners/Managing Partners $700 - $850 per hour
Senior Directors/Principals $575 - $700 per hour
Vice Presidents/Directors $450 - $575 per hour
Analysts/Associates $300 - $450 per hour
Senior Advisors $400 - $850 per hour
For this engagement, Mr. Sturgeon's hourly rate will begin at
$850.
The retainer fee is $125,000.
In court papers, Mr. Sturgeon disclosed that his firm does not hold
any interest adverse to the Debtors' estates.
The firm can be reached through:
Kyle Sturgeon
MERU LLC
1372 Peachtree Road NE
Atlanta, GA 30309
Phone: (404) 452-5802
Email: kyle@wearemeru.com
About Agspring LLC
Agspring, LLC is a provider of warehousing and storage services in
Leawood, Kansas.
Agspring and five of its affiliates filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead
Case No. 23-10699) on May 31, 2023. At the time of the filing,
Agspring reported $1 million to $10 million in assets and $50
million to $100 million in liabilities.
Judge Craig T. Goldblatt oversees the cases.
The Debtor tapped Pachulski Stang Ziehl & Jones, LLP and Dentons
US, LLP as legal counsels, and Kyle Sturgeon of MERU, LLC as chief
restructuring officer.
AGWAY FARM: Seeks to Extend Plan Exclusivity to August 7
--------------------------------------------------------
Agway Farm & Home Supply LLC asks the U.S. Bankruptcy Court for
the District of Delaware to extend the period during which it
has the exclusive right to file a plan and to solicit acceptances
thereof to August 7, 2023 and October 6, 2023, respectively.
The Debtor stated that it is working collectively with the
official committee of unsecured creditors on a joint consensual
liquidating plan and also on the procedures for solicitation and
balloting. The Debtor further stated that they are making the
final revisions to all necessary documents and expect to file
the joint plan and motion to set solicitation procedures shortly.
This is the Debtor's seventh request for an extension of the
exclusive periods. Unless further extended, the Debtor's
exclusive periods to file a plan and solicit acceptances thereof
ends on July 7, 2023 and September 1, 2023, respectively. The
Debtor fully expects this will be its last request to extend the
exclusive periods.
Agway Farm & Home Supply LLC is represented by:
Jeffrey R. Waxman, Esq.
Brya M. Keilson, Esq.
MORRIS JAMES LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Email: jwaxman@morrisjames.com
bkeilson@morrisjames.com
- and -
Alan J. Friedman, Esq.
Melissa Davis Lowe, Esq.
Max Casal, Esq.
SHULMAN BASTIAN FRIEDMAN & BUI LLP
100 Spectrum Center Drive, Suite 600
Irvine, CA 92618
Telephone: (949) 340-3400
Email: afriedman@shulmanbastian.com
mlowe@shulmanbastian.com
mcasal@shulmanbastian.com
About Agway Farm & Home Supply
Agway Farm & Home Supply LLC -- https://www.agway.com/ -- is a
one-stop shop for lawn, garden, bird, pet and farm products. It
is based in Richmond, Va.
Agway Farm & Home Supply sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10602) on
July 6, 2022, listing $10 million to $50 million in both assets
and liabilities. Jay Quickel, president and chief executive
officer of Agway Farm & Home Supply, signed the petition.
Judge J. Kate Stickles oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP as lead
bankruptcy counsel; Morris James, LLP as local Delaware counsel;
Wilson Elser Moskowitz Edelman & Dicker LLP as special litigation
counsel; and Focus Management Group USA, Inc. as financial
advisor. Stretto, Inc. is the claims and noticing agent and
administrative advisor.
The official committee of unsecured creditors appointed in the
case selected Pachulski Stang Ziehl & Jones as legal counsel;
FTI Consulting, Inc. as financial advisor; and Hilco IP Services,
LLC as intellectual property marketing agent.
AIG FINANCIAL: Seeks to Extend Plan Exclusivity to November 9
-------------------------------------------------------------
AIG Financial Products Corp. asks the U.S. Bankruptcy Court for
the District of Delaware to extend its exclusive periods to file
a chapter 11 plan and solicit votes thereon to November 9, 2023
and January 8, 2024, respectively.
The Debtor explained that the plan is premised on its conclusion
that the parent loan constitutes debt and any claims the former
executives might have to payment under the compensation plans are
subordinated to all other obligations of the Debtor, including
the parent loan. The Debtor pointed out that because these are
the exact issues subject to the adversary proceeding, the plan
cannot be pursued until the issues raised by the Debtor in the
adversary proceeding are decided by the Court. The Debtor
asserted that a further extension of the exclusive periods is in
all parties' best interests, as competing plans would materially
distract the parties and likely hinder any real programs.
This is the Debtor's second request for extension. Its exclusive
filing period and exclusive solicitation period were first
extended to July 12, 2023 to September 10, 2023, respectively.
AIG Financial Products Corp. is represented by:
Michael R. Nestor, Esq.
Kara Hammond Coyle, Esq.
Shane M. Reil, Esq.
Catherine C. Lyons, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Email: mnestor@ycst.com
kcoyle@ycst.com
sreil@ycst.com
clyons@ycst.com
- and -
George A. Davis, Esq.
Keith A. Simon, Esq.
David Hammerman, Esq.
Annemarie V. Reilly, Esq.
Madeleine C. Parish, Esq.
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: (212) 906-1200
Email: george.davis@lw.com
keith.simon@lw.com
david.hammerman@lw.com
annemarie.reilly@lw.com
madeleine.parish@lw.com
About AIG Financial Products Corp.
AIG Financial Products Corp. is a wholly- owned, direct
subsidiary of American International Group, Inc. It is a Delaware
corporation founded in 1987 and based in Wilton, Conn., is a
financial products company. It was founded for the purpose of
trading in the capital markets and offering corporate finance,
structured finance, and financial risk management products,
including complex derivatives transactions.
AIG Financial Products filed a petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 22-11309) on Dec. 14,
2022, with $100 million to $500 million in assets and $10 billion
to $50 billion liabilities.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Latham
& Watkins, LLP as bankruptcy counsels; Debevoise & Plimpton, LLP
as special litigation counsel; and Alvarez & Marsal North
America, LLC as financial advisor. William C. Kosturos, managing
director at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Epiq Corporate Restructuring, LLC is the
claims and noticing agent.
AKORN INC: 75% Markdown for Credit Suisse Fund's $583,000 Loan
--------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $583,000 loan
extended to Akorn, Inc to market at $143,408 or 25% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in Credit Suisse's Form N-CSR report for the semi-annual
period ended April 30, 2023, filed with the Securities and Exchange
Commission.
Credit Suisse HYBF is a participant in a Bank Loan to Akorn, Inc.
The loan matures on October 1, 2025.
The loan is currently in default and non‑income producing,
according to the Fund.
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.
Akorn, Inc. (Nasdaq: AKRX) -- http://www.akorn.com/-- is a
specialty pharmaceutical company that develops, manufactures, and
markets generic and branded prescription pharmaceuticals, branded
as well as private-label over-the-counter consumer health products,
and animal health pharmaceuticals. Akorn is headquartered in Lake
Forest, Illinois, and maintains a global manufacturing presence,
with pharmaceutical manufacturing facilities located in Illinois,
New Jersey, New York, Switzerland, and India.
ALPHA METALLURGICAL: Moody's Hikes CFR to B1, Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Alpha Metallurgical Resources,
Inc.'s Corporate Family Rating to B1 from B2, and upgraded the
probability of default rating to B1-PD from B2-PD. The ABL facility
rating has been affirmed at B1. The company's Speculative Grade
Liquidity Rating ("SGL") of SGL-2 is unchanged. The rating outlook
has been revised to stable from positive.
"The CFR upgrade reflects the stability of Alpha's financial
performance over the past year with little to no unadjusted debt,
and as a result, improved ability to withstand future met coal
price cycles", said Sandeep Sama, Moody's Vice President – Senior
Analyst and lead analyst for Alpha Metallurgical Resources, Inc.,
adding "the affirmation of the ABL facility rating reflects a shift
in the relative proportions of various obligations in the capital
structure."
Upgrades:
Issuer: Alpha Metallurgical Resources, Inc.
Corporate Family Rating, Upgraded to B1 from B2
Probability of Default Rating, Upgraded to B1-PD from B2-PD
Affirmations:
Issuer: Alpha Metallurgical Resources, Inc.
Senior Secured ABL Revolving Credit Facility, Affirmed B1
Outlook Actions:
Issuer: Alpha Metallurgical Resources, Inc.
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
The B1 CFR is constrained by the inherent volatility in the
metallurgical coal industry, and a relatively higher cost structure
vs. met coal peers. The rating also reflects ongoing regulatory
pressures on the coal mining industry in the United States,
inherent geological and operational risks associated with mining,
and heightened environmental and social risks associated with the
coal industry – including meaningful legacy liabilities, such as
asset retirement obligations related to the impact of coal mining
on the environment, black lung liabilities related to negative
health impacts on mining employees, and adverse policy risks in the
context of national decarbonization objectives. The rating benefits
from moderate operating diversity, meaningful coal reserves, access
to multiple transportation options, good liquidity, and limited
balance sheet leverage following deleveraging over the past two
years. The rating recognizes the potential for strong earnings,
cash flow generation, and credit metrics when met coal prices are
above mid-cycle levels. Continued progress on reducing cash costs,
together with reduction of legacy liabilities creates the potential
for much better resilience in future commodity and/or economic
downturns. Alpha experienced substantial earnings compression and
erosion of liquidity following the global outbreak of Coronavirus
in early 2020.
Moody's expects Alpha's EBITDA and free cash flow to decline in
2023 from very strong levels seen in 2022 as met coal prices have
declined from their recent peaks and moderated. Nearly 53% of
Alpha's met coal output for 2023 was already contracted and priced
as of April, which provides some visibility into EBITDA and free
cash flow for 2023. However, the portfolio remains exposed to spot
price volatility in 2024 and beyond. While EBITDA and free cash
flow will decline in tune with any decline in met coal prices in
future years, Moody's expects credit metrics to remain stable due
to the deleveraging achieved over the past two years.
The SGL-2 rating reflects good liquidity to support operations over
the next 12-15 months, including expectations for positive free
cash flow generation in 2023. As of March 31, 2023, Alpha had $316
million of available liquidity, comprised of $223 million of
balance sheet cash and $93 million availability under a $155
million asset-based revolving credit facility. The ABL, which has a
December 2024 maturity date, is governed by a borrowing base and
has a springing fixed charge coverage ratio test.
The B1 rating on the company's senior secured asset-based revolving
credit facility reflects the first lien on substantially all assets
of the company and guarantees from all of Alpha's direct and
indirect subsidiaries.
Moody's believes that investor concerns about the coal industry's
ESG profile are still intensifying and coal producers will be
increasingly challenged by access to capital issues. An increasing
portion of the global investment community is reducing or
eliminating exposure to the coal industry with greater emphasis on
moving away from thermal coal. A clear shift toward metallurgical
coal, compared to a legacy position more focused on thermal coal,
is a positive development for Alpha from an ESG standpoint.
However, debt capital could become more expensive, especially if
investors do not differentiate meaningfully between thermal and met
coal, and other business requirements, such as surety bonds, which
together will lead to much more focus on individual coal producers'
ability to fund their operations and articulate clearly their
approach to addressing environmental, social, and governance
considerations.
The stable outlook reflects Moody's expectation for stable
operational performance, little to no unadjusted debt, a timely
extension of the revolver maturity, and positive free cash flow
generation under a range of met coal price scenarios.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade the rating with a sustained strength in met
coal pricing, and any material reduction in non-debt liabilities.
However, the magnitude of rating upside remains constrained by the
ESG and funding challenges faced by the sector over the long-run.
Moody's could downgrade the rating with expectations for adjusted
financial leverage above 2.0x, negative free cash flow, substantive
deterioration in liquidity, or further intensification of ESG
concerns that call into question the company's ability to handle
financing requirements or access capital markets on economic
terms.
Headquartered in Tennessee, USA, Alpha operates 21 metallurgical
coal mines, 1 thermal mine, and 8 coal preparation plants. The
company also owns 65% of Dominion Terminal Associates coal port in
Newport News, Virginia. Alpha's met coal production mix is
comprised of Low-Vol, Mid-Vol, High Vol A, and High Vol B coals.
The company also produces byproduct coal sold into thermal markets.
Alpha generated $3.9 billion of revenue for the twelve months ended
March 31, 2023.
The principal methodology used in these ratings was Mining
published in October 2021.
AMERICAN AIRLINES: Fitch Ups IDR to 'B+' & Secured Debt to 'BB-'
----------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) for
American Airlines Group, Inc. and its main operating subsidiary,
American Airlines, Inc. to 'B+' from 'B-'. The Rating Outlook is
Stable. Fitch has also upgraded American's senior secured debt to
'BB-'/'RR3' from 'B'/'RR3' and unsecured debt to 'B-'/'RR6' from
'CCC'/'RR6'.
The rating upgrade reflects the company's de-leveraging progress
and Fitch's expectations that improving profitability and FCF
provide a line of sight towards continued balance sheet
improvement. The ratings are supported by a healthy supply/demand
environment which will drive improved profitability and FCF.
American has reduced its total adjusted debt balance by more than
$5 billion as of March 31 compared to peak levels. Pension
liabilities are also down significantly. Fitch expects American to
end 2023 with adjusted leverage ratio in the mid-to-high 4x range,
trending towards the mid 3x range over the next two to three years.
Performance in line with expectations could support positive rating
momentum in the future. The Rating Outlook is Stable as Fitch will
look for American to continue to execute against its deleveraging
plan, and generate stable or improving margins and cash flows to
support further positive rating actions.
KEY RATING DRIVERS
De-leveraging Progress: Fitch believes that American has a solid
line-of-sight towards its de-leveraging goal of reducing total debt
by $15 billion by YE 2025. Fitch expects American to end 2023 with
less than $43 billion in total adjusted debt, down from a peak of
over $48 billion in 2021. Fitch expects that number to drop to the
low-to-mid $30 billion range by YE 2025. The company remains
committed to addressing its balance sheet, as shown by pre-paying a
term loan maturing at the end of 2023 and refinancing a 2025
maturity. Fitch calculates American's adjusted leverage at 5.3x as
of March 31, 2023, which remains high for the rating. Fitch expects
leverage to come down, ending the year around 4.7x and trending
lower thereafter.
American's 2025 debt tower remains a concern, however, Fitch
believes that the company will have sufficient cash flow and
attractive collateral such that refinancing risks are manageable.
Fitch expects American to generate nearly $6 billion in cumulative
FCF from 2023-2025. Fitch views American's financial flexibility as
improving as it pays down debt and frees up previously encumbered
collateral. American reports that the prepayment of its $1.2
billion 2023 maturity has increased its first lien borrowing
capacity to over $10 billion. Fitch expects borrowing capacity to
increase further as aircraft debt and the company's loyalty program
financings amortize. Debt maturities total $7.6 billion in 2025,
down from $9.3 billion following the refinancing of its 2013 term
loan.
Healthy Demand Outlook for 2023: Solid demand through the first
part of the year and reports of healthy forward bookings continue
to point to sustained traffic growth this year. Fitch is
forecasting a mild recession later in 2023 or in early 2024. Demand
may remain resilient in this scenario due to an increased priority
in consumer spending on experiences over goods coming out of the
pandemic. Growth is supported by a y-o-y increase in international
travel, which remained limited by the pandemic in 2022. Premium
leisure travel is offsetting managed corporate travel which remains
below pre-pandemic levels. Meanwhile, supply growth is set to
remain muted this year due to ongoing pilot shortages and delivery
delays from the aircraft manufacturers, which Fitch believes will
support pricing.
Improving Margins: Fitch expects American to generate significantly
improved margins for FY 2023 reflecting the first full year of
normalized operations coming out of the pandemic. Margins for the
year may approach or meet 2019 levels with steady demand and lower
jet fuel prices offsetting headwinds on the cost side. Lower jet
fuel crack spreads are a notable benefit with spot prices for Gulf
Coast jet fuel down more than 40% from a year ago. American is also
benefitting from improved operational performance, with flight
cancellations through the first several months of the year down
materially from the year prior.
Rising wages and sub-optimal levels of aircraft utilization present
some challenges. American recently reached a tentative agreement
with its pilot union, which remains subject to ratification. Like
the other airlines that have recently ratified contracts,
American's pilots are set to receive significant wage increases. As
increased costs are being borne across the industry, Fitch expects
them to be passed through to the consumer. However, higher cost
bases for the airlines present a risk in the case of a material
downturn in demand. Constrained utilization stemming from pilot
availability is also a headwind. However, Fitch expects the pilot
situation to ease over the next few years.
Capital Spending and Cash Flow: Limited capex spending over the
next few years will aid American's efforts pay to down debt.
Aircraft deliveries are manageable in 2023 and 2024, as American
largely completed its fleet renewal program prior to the pandemic.
The company has guided to full year aircraft capital spending of
only $1.5 billion in 2023, levels that are significantly lower than
its main peers who have heavier delivery schedules. Deliveries are
scheduled to increase in 2024 with American set to take more 737
MAXs and 787s, but total capital spending is expected to remain
manageable. Fitch expects American to be FCF positive through its
forecast period, marking a significant turn, as the company
generated negative FCF several years prior to the pandemic due to
heavy capital spending.
DERIVATION SUMMARY
Following the upgrade, American is rated in line with United
Airlines (B+/Stable). As American progresses through its
de-leveraging process, Fitch expects leverage profiles at American
and United to be similar in the near term. American has a higher
total debt load than United, but benefits from a significantly more
modest upcoming capital spending program which provides the company
with better de-leveraging prospects. United benefits from a higher
liquidity balance. United and American have similar business
profile risks, as both are large network airlines with strong
market positions in their respective hubs. American and United are
rated three notches below their network competitor Delta Air Lines
(BB+/Stable). The rating differential is largely driven by Delta's
more conservative balance sheet and its publicly stated targets of
achieving investment-grade quality metrics. Delta also benefits
from a superior pre-pandemic track record of generating above
average margins and FCF.
The 'B+' rating is in line with ultra-low cost competitor Spirit
Airlines. Spirit is more heavily leveraged than either United or
American, but benefits from its low-cost base and ability to
stimulate demand with low fares.
KEY ASSUMPTIONS
-- Continued modest traffic growth in 2023 as travel rebounds from
pandemic lows. Fitch's expectations incorporate a modest economic
recession in the U.S. in late 2023 or early 2024.
-- Unit revenues remaining relatively flat through the forecast
period reflecting potential weakness in demand from a slower
macroeconomic environment, offset by constrained seat supply.
-- Jet Fuel prices averaging around $2.70/gallon in 2023 and
moderating slightly thereafter.
-- Non-fuel unit costs up around 3% in 2023 and rising in the low
single digits thereafter.
-- Capital spending in line with the company's public forecasts.
-- Interest rates are presumed to be in line with the current
forward curve.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Continued progress towards American's stated goal to reduce
debt by $15 billion through 2025, bringing adjusted debt/EBITDAR
towards or below 4x;
-- EBITDAR/gross interest+rent trending towards 2.5x;
-- Sustained neutral FCF or higher;
-- Reduction in secured debt of $2 billion-$3 billion or more may
drive an upgrade to American's senior secured debt ratings to
'RR2'.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Adjusted debt/EBITDAR sustained above 5x or EBITDAR/Gross
interest+rent trending below 1.5x;
-- Total liquidity falling toward or below $8 billion absent a
corresponding decrease in outstanding debt;
-- EBITDAR margins deteriorating to the low double-digit range;
-- Persistently negative or negligible FCF.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Remains Solid:
As of March 31, 2023, American held $14.4 billion in liquidity,
consisting of $11 billion liquid short-term investments, $452
million in cash and cash equivalents, and full availability on
their $2.9 billion aggregate revolving credit facilities. Total
liquidity, including undrawn revolver capacity, is equivalent to
27.5% of LTM revenue. American's liquidity remains well above its
pre-pandemic target of $7 billion, and provides significant cushion
against near-term market weakness. The company has publicly stated
a medium-term liquidity target of $10 billion-$12 billion. Fitch
expects American to gradually reduce its total liquidity balance
over the longer term as it makes progress towards its de-leveraging
goals.
Scheduled debt principal payments are manageable in 2023 and 2024
and largely consist of scheduled amortization. American prepaid its
$1.25 billion term loan facility that was scheduled to mature in
December 2023, reducing scheduled principal payments to roughly
$2.6 billion for the remainder of the year.
American faces a maturity tower in 2025, when scheduled principal
payments spike to $7.6 billion. The company began addressing its
tower by refinancing an existing term loan earlier this year that
was scheduled to mature in 2025. The refinancing transaction
reduced maturities to $7.6 billion from $9.3 billion. Fitch
believes that the 2025 risk is addressable given that the loyalty
program, and slots, gate, and routes collateral underlying certain
maturities has proven to be readily financeable in the past,
providing the company with refinancing options. A portion of the
maturity wall will be addressed via improving FCF driven by an
improving operating environment and American's limited capital
spending. Fitch also expects American's base of unencumbered assets
to grow over the next two years, and expects its borrowing capacity
to grow as the company's loyalty program debt begins to amortize,
providing the company with options to address the maturity tower.
ISSUER PROFILE
American Airlines Group was formed out of the merger between
American Airlines and US Airways in December 2013. It represents
the world's largest airline by available seat miles (as of YE
2022).
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
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.
AMERICORE HOLDINGS: Trustee Taps Kobre & Kim as Litigation Counsel
------------------------------------------------------------------
Carol Fox, the Chapter 11 trustee for Americore Holdings, LLC and
its affiliates, seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Kentucky to employ Kobre & Kim, LLP.
The trustee requires the services of a special litigation counsel
in connection with the pending case in the bankruptcy court
captioned Carol Fox v. First Choice Laboratory, LLC et al.,
Adversary No. 22-06038, and the proceedings in the U.S. District
Court for the Western District of Pennsylvania captioned United
States v. Daniel Hurt, Case Nos. 2:22-cr-189, 2:22-cr-224 and
2:22-cr-231.
Kobre & Kim will charge these hourly fees:
Non-Lawyer Professionals $425 to $875
Lawyers $950 to $1,650
The firm received a retainer in the amount of $25,000.
Evelyn Sheehan, Esq., a partner at Kobre & Kim, disclosed in a
court filing that her firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
Kobre & Kim can be reached at:
Evelyn B. Sheehan, Esq.
Kobre & Kim, LLP
201 South Biscayne Blvd, Suite 1900
Miami, FL 33131
Tel: (212) 488-1200
Email: evelyn.sheehan@kobrekim.com
About Americore Holdings
Americore Holdings, LLC and its affiliates, including Americore
Health LLC, own and operate the Ellwood City Medical Center in
Pennsylvania, Southeastern Kentucky Medical Center (formerly
Pineville Community Hospital), Izard County Medical Center in
Arkansas; and St. Alexius Hospital in St. Louis.
Americore Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Lead Case
No.19-61608) on Dec. 31, 2019. At the time of the filing, Americore
Holdings reported as much as $50,000 in both assets and
liabilities.
Judge Gregory R. Schaaf oversees the cases.
Bingham Greenebaum Doll, LLP and Rose Grasch Camenisch Mains, PLLC
serve as the Debtors' bankruptcy counsel and special counsel,
respectively.
Baker & Hostetler, LLP represents Carol A. Fox, the Chapter 11
trustee appointed in the Debtors' cases while Saul Ewing Arnstein &
Lehr, LLP represents Suzanne Koeing, the patient care ombudsman.
ANAGRAM HOLDINGS: Fitch Keeps 'CCC' IDR on Rating Watch Evolving
----------------------------------------------------------------
Fitch Ratings maintains the ratings for Anagram Holdings, LLC and
Anagram International Inc. on Rating Watch Evolving (RWE) including
its 'CCC' Issuer Default Rating (IDR) and 'B'/'RR1' first lien
secured notes. Fitch has downgraded Anagram's second lien secured
notes to 'CC'/'RR6' from 'CCC'/'RR4' and maintained the notes on
RWE. Fitch has also withdrawn its ratings on Party City Holdco Inc.
(Party City) and its subsidiary Party City Holdings, Inc. given the
ongoing bankruptcy process.
Anagram's 'CCC' IDR reflects continued business pressure, high
leverage and growing refinancing risk, with its ABL revolver
maturing in May 2024 and its first and second lien notes maturing
in August 2025 and August 2026, respectively.
The RWE represents ongoing uncertainty related to the timing (and
the impact) of bankruptcy emergence of Anagram's parent, Party
City, as well as uncertainties around its capital structure given
upcoming maturities.
The withdrawal the ratings of Party City follows its filing for
bankruptcy. Accordingly, Fitch will no longer provide ratings or
analytical coverage for Party City.
KEY RATING DRIVERS
Small Scale, Concentrated Customer Base: Anagram's scale is
relatively small, with a helium shortage and operating pressures at
its main customer (Party City) leading to sales potentially
declining to the mid $100 million range in 2023. This compares to a
peak of over $200 million in 2021 when pandemic restrictions
resulted in more stay-at-home gatherings. In addition to its small
scale Anagram has customer concentration, with its parent company
(Party City) representing around 35%-40% of revenues.
Operating Challenges in 2023: A global helium shortage has reduced
demand for Anagram's products since 2022, leading to declining
sales and profitability. Anagram's EBITDA margins could be in the
low double-digit range in 2023 relative to the 20% range in 2020
and 2021, before improving to the mid to high teen range in 2024
and beyond in line with improving Helium supply which could support
increased demand. Fitch projects Anagram could generate negative
FCF in 2023 driven primarily by the decline in EBITDA, and the
company will likely need to rely on the limited capacity on its $15
million ABL revolver (which matures in May 2024) in order to
finance the liquidity shortfall.
High Leverage and Growing Refinancing Risk: Fitch expects Anagram's
EBITDA leverage could be around 15x in 2023 due to a continued
decline in EBITDA (from 2022 levels in the $30 million range)
before improving modesty to the low teen range in 2024, on some
EBITDA recovery. Anagram's ABL credit facility matures in May 2024,
with maturities of its first and second lien notes following in
2025 and 2026. Given the ongoing bankruptcy proceeding at Anagram's
parent which Fitch believes complicates the company's ability to
refinance its debts, and the rapidly approaching maturities at
Anagram, there is uncertainty around the structure of Anagram's
near-term and long-term capital structure. Fitch believes that
unless there is a material recovery in operations in the near term,
there is a high likelihood the company could engage in some form of
distressed exchange to address its maturities.
Parent Company in Bankruptcy: While a parent/subsidiary
relationship exists between Anagram and Party City, Anagram's IDR
currently benefits from a wider notching and is mainly based on its
standalone credit profile. The analytical overlay section of
Fitch's criteria allows for wider notching between parent and
subsidiary during extreme situations such as when a parent is in
bankruptcy and the subsidiary continues to operate without risk of
consolidated bankruptcy filing (which is the case for Anagram).
Once Party City emerges from bankruptcy Fitch will re-evaluate the
linkage considerations for Party City and Anagram to determine the
relationship between the two entities. Party City's successful
emergence from bankruptcy could result in increased cash flow due
to reduced interest expense enabling it to it to invest in growth.
While this could have a positive impact on Anagram, Party City's
operations have continued to face pressures in 2023.
DERIVATION SUMMARY
Anagram's 'CCC' Long-Term IDR reflects its high leverage and
growing refinancing risk, leading to increased potential that it
could engage in a distressed exchange like transaction to address
upcoming maturities. Anagram compares to similarly rated peer Rite
Aid Corporation (CCC), whose structure looks increasingly
unsustainable given ongoing operational challenges as the company
approaches its 2025 maturities. Unlike Anagram, Rite Aid's ample
liquidity of well over $1 billion under its revolver, rich asset
base of pharmaceutical inventory and prescription files, somewhat
mitigates the heightening refinancing risk.
KEY ASSUMPTIONS
-- Fitch expects revenue declines in the high teen to mid-to-low
20% range in 2023 towards the mid-$100 million range, with
inflationary pressures and high helium prices and shortages driving
the decline in demand. Fitch expects Anagram's revenue could grow
in the high single digit to low double-digit range in 2024 and
thereafter driven by improving helium supply.
-- Fitch expects EBITDA margins decline to the low double digit
range in 2023 as a result of higher costs and declining demand,
from around 16% in 2022. Margins could improve to the mid to high
teen range in 2024 and thereafter driven by top line growth and
improving input and supply chain costs.
-- Fitch expects FCF could be negative in 2023, driven primarily
by the decline in EBITDA. In 2024, FCF could be break-even, driven
by improving EBITDA.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- An upgrade for Anagram could occur if the company is able to
refinance its 2024-2026 maturities combined with sales and EBITDA
growth leading to sustained positive FCF generation.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- A downgrade would occur if the company is unable to refinance
or extend its upcoming maturities, engaged in a default-like
process or if the company is unable to fund ongoing operations
through internal and external liquidity sources.
LIQUIDITY AND DEBT STRUCTURE
Limited Liquidity: Anagram's liquidity is comprised of minimal cash
on hand, and limited availability on its $15 million ABL facility
that matures in May 2024. Fitch expects the company could generate
negative free cash flow in 2023, driven primarily by the decline in
EBITDA, which the company should be able to finance with liquidity
on hand. Anagram's debt is composed of drawings on its revolver,
around $125 million in first-lien secured notes due August 2025 and
around $103 million in second-lien secured notes due August 2026.
Fitch's recovery analysis for Anagram is based on a going concern
value of approximately $150 million, versus approximately $60
million from an orderly liquidation of assets, which is comprised
of receivables, inventory and manufacturing assets. Post default
EBITDA is estimated at around $30 million, which compares to
approximately $38 million in EBITDA on around $200 million of
revenue through as of the LTM ending Sept. 30, 2022 (based on Party
City's public filings).
The $30 million going concern EBITDA represents the scenario of a
loss of revenue from some of Anagram's largest retail and
distributor customers, yielding around $150 million in revenue,
offset by some expense management to generate 20% EBITDA margin (in
line with historical levels). Fitch assumes Anagram could fetch a
5x multiple, at the low end of the 5-7x exit multiples based on
Fitch's consumer products bankruptcy studies, recognizing the
business' strong market share and relatively stable category over
the long term, offset by its small scale and recent operating
challenges.
After deducting 10% for administrative claims, the remaining $135
million would lead to outstanding recovery prospects (91%-100%) for
the $15 million ABL (assumed $11 million drawn drawn) and
approximately $125 million first lien secured notes, the latter of
which is rated 'B'/'RR1'. The million second lien secured notes
(around $103 million outstanding) would be expected to have poor
recovery prospects (0%-10%), and is thus rated 'CC'/'RR6'.
ISSUER PROFILE
Anagram is a leader in the design and manufacturing of balloons and
party products. Anagram Holdings, LLC. is a wholly owned subsidiary
Party City Holdco, Inc. (the leading party-supply retailer in the
U.S), which generates around 40% of Anagram's revenues.
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.
APEX NORTH: Case Summary & Two Unsecured Creditors
--------------------------------------------------
Debtor: Apex North Broad LLC
112-122 North Broad Street
Elizabeth, NJ 07201
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 19, 2023
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 23-16137
Debtor's Counsel: Harry J. Giacometti, Esq.
FLASTER GREENBERG PC - Cherry Hill
1810 Chapel Ave West
Cherry Hill, NJ 08002
Tel: 856-661-1900
Email: harry.giacometti@flastergreenberg.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ephraim Diamond as chief restructuring
officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PY6RUBQ/Apex_North_Broad_LLC__njbke-23-16137__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Two Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. John M. Agnello $0
c/o Melissa Flax, Esquire
Carella Byrne
Cecchi Olstein
5 Becker Farm Road
Roseland, NJ 07068
2. State of New Jersey $0
20 West State Street
Trenton, NJ 08608
AR&K HOME: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: AR&K Home, LLC
52 Ashford Street
Brooklyn, NY 11207
Business Description: AR&K Home owns one lot with two houses
located at 52 Ashford Street, Brooklyn, NY
valued at $1.3 million.
Chapter 11 Petition Date: July 19, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-42522
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Heath S. Berger, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP
6901 Jericho Turnpike
Suite 230
Syosset, NY 11791
Email:
hberger@bfslawfirm.com/
gfischoff@bfslawfirm.com
Total Assets: $1,303,200
Total Liabilities: $1,004,516
The petition was signed by Satya Kaur as managing member.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LQ3CSUI/ARK_Home_LLC__nyebke-23-42522__0001.0.pdf?mcid=tGE4TAMA
ARSENAL AIC: Moody's Assigns 'B1' CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned the B1 corporate family rating
and B1-PD probability of default rating to Arsenal AIC Parent LLC.
Moody's also assigned a Ba3 rating to Arsenal's new 7-year senior
secured term loan B ("TLB"). The ratings outlook is stable.
Proceeds from the issuance of the TLB along with the proceeds from
other debt will be used to partially fund the acquisition of
Arconic Corporation and to pay for the related transaction fees and
expenses. The transaction is subject to the shareholder and
regulatory approvals. Once the transaction closes and Arconic's
debt is repaid, Moody's will withdraw the ratings assigned to
Arconic. Ratings are subject to the review of the final
documentation and any future changes to the capital structure could
have an impact on the ratings of the debt instruments.
Assignments:
Issuer: Arsenal AIC Parent LLC
Corporate Family Rating, Assigned B1
Probability of Default Rating, Assigned B1-PD
Backed Senior Secured Term Loan B, Assigned Ba3
Outlook Actions:
Issuer: Arsenal AIC Parent LLC
Outlook, Assigned Stable
RATINGS RATIONALE
Higher governance risk and, specifically, financial strategy & risk
management is a key driver of this rating action. The B1 corporate
family rating of Arsenal reflects a material increase in gross
debt, weaker credit metrics and the increased risk of a more
aggressive financial policy as a result of the leveraged buyout by
Apollo Global Management, Inc. ("Apollo") and Irenic Capital
Management (collectively, Apollo Consortium). The rating also
considers potential liabilities related to the Grenfell Tower
litigation and class action suit, although to the lesser extent
than previously given that Arconic reached settlements in numerous
legal lawsuits.
In May 2023, Arconic entered into a definitive agreement to be
acquired by funds managed by Apollo in combination with a minority
investment from funds managed by affiliates of Irenic Capital
Management (Irenic) for an enterprise value of about $5 billion
including Arconic's debt. Upon the completion of the deal, which is
expected to trigger the "Change of Control" provision under the
company's indentures, Arconic will become a privately held company.
The $5 billion transaction will be funded with $2.3 billion of
equity contribution and debt financing in the form of $725 million
of senior unsecured notes provided by the Apollo Consortium. The
rest will be financed by the new senior secured term loan B and
other debt. Pro forma for the acquisition, Moody's estimate that
Moody's-adjusted debt will increase to about $3.4 billion from
$2.36 billion as of March 31, 2023. Leverage, measured as
Moody's-adjusted debt to EBITDA for the twelve months ended March
31, 2023, will rise to 4.6x, while interest coverage and
(CFO-Dividends)/Debt will decline to about 1.5x and 14%,
respectively, given higher debt and interest expense.
The rating is supported by Arsenal's strong and leading market
positions in the downstream aluminum industry with a broad
operating footprint and diversified end market exposure that
provides both market and geographic diversity. The rating also
considers the company's long standing customer relationships with
many blue-chip customers, including Boeing, Airbus and Ford and
that a substantial portion of revenues is generated from long-term
agreements. The rating also benefits from the company's
margin-on-metal business construct that, combined with an effective
hedging strategy, mitigates most of the aluminum price volatility.
Moody's believe that the company's EBITDA, as adjusted by Moody's
could exceed $800 million in 2023 driven by the continued rebound
in the automotive and aerospace end-markets, incremental earnings
from the recently completed expansion projects and the resolution
of the outages at several facilities that impacted operating
performance in 2022. The EBITDA growth in 2024 and in the longer
term will depend on Apollo's and the company's ability to
successfully execute planned productivity, procurement, other
operating initiatives as well as incremental growth investments.
Moody's 2024 Moody's-adjusted EBITDA forecast of $840-870 million
partially incorporates the expected costs savings from these
initiatives. Moody's estimate that this EBITDA growth coupled with
the projected modest debt repayment could lead to leverage
improving to 3.8x by the end 2024.
CIS-4 indicates that the rating is lower than it would have been if
ESG exposure did not exist. The score is driven by the change in
financial policy as a result of the Arconic's acquisition by the
Apollo Consortium (G-4 IPS). Starting pro forma leverage is
consistent with a B rating category, the company is fully
controlled by the Apollo Consortium and will no longer be releasing
financials publicly. As a producer of flat-rolled aluminum
products, Arsenal faces environmental risks (E-3) related to air
emissions, wastewater discharges, site remediation amongst others.
Arsenal is subject to many environmental laws and regulations in
the regions in which it operates and the ongoing cost increases and
increasing regulations are expected to continue to impact the
company and the industry. These risks are balanced by its
geographically diverse operations which reduce the risk of
widespread operational disruptions, rising content of recycled
aluminum in the company's products and the growing role of aluminum
in clean energy transition. Arconic has exposure to social risks
(S-4) and specifically, responsible production risks related to the
ongoing Grenfell Tower litigation albeit to a lesser extent in
light of the recently reached settlements.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity up to the greater of 100% of LTM EBITDA
and the corresponding dollar amount as of the closing date, plus
unused capacity reallocated from the general debt basket (the
greater of 0.50x of LTM EBITDA and the corresponding dollar
amount), plus unlimited amounts subject to a 2.20x of Net First
Lien Leverage Ratio, for pari passu secured debt (ratio calculation
excludes the ABL Facility). Amounts up to the greater of 100% of
LTM EBITDA and the corresponding dollar amount on the closing date,
along with any refinancing indebtedness in an aggregate amount up
to 100% of LTM EBITDA and the corresponding dollar amount may be
incurred with an earlier maturity date than the initial term
loans.
The credit agreement is expected to permit the transfer of assets
to unrestricted subsidiaries, up to the carve-out capacities,
subject to "J. Crew" protective provision to be determined.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, subject to
Chewy protective provisions to be determined. Amounts up to an
aggregate amount of available restricted payments that could be
made by the company at the time of such incurrence may be
reallocated to incur additional debt.
The credit agreement is expected to provide some limitations on
up-tiering transactions, including "Serta" provisions to be
determined. The company has the express ability to repurchase
outstanding loans from any lender at individually negotiated
prices, in a non-pro rata manner. The above are proposed terms and
the final terms of the credit agreement may be materially
different.
The Ba3 rating on the senior secured TLB, one notch above the CFR,
reflect their secondary position in the capital structure behind
the unrated $1.2 billion asset-based revolver and their priority
position with respect to the proposed unrated senior unsecured
notes that will be held by the Apollo Consortium. The senior
secured TLB will have a first priority security interest in
substantially all material assets of the borrower and each
subsidiary guarantor (other than ABL priority collateral) and a
second priority security interest on the ABL priority collateral.
The immediate parent holding company ("Arsenal AIC Holdings II
LLC"," Holdings") will guarantee the TLB and the ABL on a limited
recourse basis. Additionally, TLB (first-priority basis) and the
ABL (second-priority basis) will be secured by all equity interests
in the borrower held by the Holdings.
The company is expected to have very good liquidity. Pro forma for
the transaction, the company will have $100 million of cash on hand
and full availability under the new five-year $1.2 billion ABL
facility. Moody's expect the company to remain free cash flow
positive in 2023-2024. The new TLB will have amortization payments
of 1% per year. They will not have any financial covenants. The ABL
will have a springing fixed charge covenant of 1x if availability
is less than the greater of 10% of the specified availability and
$90 million. Moody's expect the company to remain in compliance
with covenant. The majority of assets are encumbered by the secured
credit facilities with guarantors accounting for more than two
thirds of sales, EBITDA and assets.
RATING OUTLOOK
The stable ratings outlook reflects the view that Arsenal will
maintain a very good liquidity profile, that the anticipated
improvement in earnings and cash flows will support gross debt
reduction and that credit metrics will remain commensurate with a
B1 rating or better.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's will consider an upgrade of Arsenal's credit ratings if the
company reduces gross debt such that leverage (adjusted
debt/EBITDA) is maintained below 4x in an adverse market
environment, interest coverage (adjusted EBIT/Interest) increases
to above 2.5x and (CFO - Dividends) / Debt is sustained above 15%.
Expectations of sustainable positive Moody's adjusted free cash
generation is also a prerequisite for the ratings upgrade.
Arsenal's ratings could be downgraded if liquidity, measured as
cash plus revolver availability, evidences a material
deterioration, if the company undertakes a significant
debt-financed acquisition or dividend recapitalization.
Quantitatively, ratings could be downgraded if the adjusted EBIT
margin is expected to sustain below 4%, interest coverage (adjusted
EBIT/Interest) below 2x and leverage above 5x.
Headquartered in Pittsburgh, PA, Arsenal is a downstream aluminum
producer active in a number of diverse end markets including ground
transportation, aerospace, industrial, packaging and building &
construction. Revenues for the LTM ended March 31, 2023, were about
$8.7 billion.
The principal methodology used in these ratings was Steel published
in November 2021.
ATLANTIC RADIO: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Atlantic Radio Telephone, Inc. asks the U.S. Bankruptcy Court for
the Southern District of Florida, Miami Division, for authority to
use cash collateral in accordance with the budget to pay payroll,
rent, insurance and other costs related to its business operations.
The Debtor has a secured line of credit with Popular Bank in the
amount of $300,000. The line of credit is secured by a lien on
substantially all of the Debtor's assets, as well as a mortgage
lien against a building owned by C. Webber Enterprises, Inc., an
entity owned by Conrad J. Webber, Sr., and leased to the Debtor.
The Debtor also received an economic injury disaster loan, and a
loan under the paycheck protection program, with the Small Business
Administration. The Debtor is current on the EIDL Loan, and the PPP
Loan was forgiven.
There has been increased competition in the satellite business. The
Debtor fell behind with at least one large creditor, who provides
satellite service access to the Debtor. While the Debtor has been
able to reduce the amount of debt owed in arrears, the Debtor was
recently unable to satisfy the entire monthly obligation due.
Consequently, the creditor declared a default and threatened to
suspend service.
In order to avoid suspension of service, as well as to restructure
debt, the Debtor opted to file for relief under Chapter 11.
SBA appears to hold a first-priority lien against substantially all
of the Debtor's assets, while Popular Bank holds a second-priority
lien against substantially all of the Debtor's assets, including
accounts receivable and inventory.
The Debtor believes that adequate protection will be provided as a
result of any equity cushion in favor of SBA and Popular Bank and
by providing continuing and replacement liens proposed herein in
favor of SBA and Popular Bank.
As of May 31, 2023, excluding cash, the Debtor estimates the value
of its primary assets as follows: (a) Accounts Receivable: $1.6
million; (b) Equipment: $677,000; and (c) Inventory: $3.2 million.
While there is some variation between May 31, 2023 and July 13,
2023, the Debtor estimates the values remain similar.
The Debtor submits that SBA and Popular Bank are over-secured when
considering the value of the Debtor's accounts receivable,
equipment, and inventory. As the Debtor collects pre-petition
accounts receivable, and uses the proceeds towards operating
expenses, the Debtor will acquire new inventory and generate new
accounts receivable against which SBA and Popular Bank will be
afforded a replacement lien.
The Debtor believes that the continuing and replacement liens will
result in the interests of SBA and Popular Bank being adequately
protected.
During the 13-week cycle, the Debtor projects sales in the amount
of approximately $4.7 million and a net increase in cash of
approximately $175,000.
A copy of the motion is available at https://urlcurt.com/u?l=GIXMng
from PacerMonitor.com.
The Debtor projects total deductions, on a daily basis, as
follows:
$103,272 for July 17, 2023;
$797 for July 18, 2023;
$12,000 for July 19, 2023;
$1,696 for July 20, 2023;
$9,038 for July 21, 2023;
$1,522 for July 22, 2023; and
$3,000 for July 23, 2023.
About Atlantic Radio Telephone, Inc.
Atlantic Radio Telephone, Inc. provides communication and
navigation solutions to individuals and organizations who find
themselves "off the grid." With locations in Miami and Fort
Lauderdale, Florida, Atlantic Radio provides sales, support,
installation, integration and repair services to customers located
around the world in industries including: maritime, military, first
responders, utilities, aviation, education and research, travel and
tourism and more.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-15483) on July 13,
2023. In the petition signed by Conrad J. Webber, Jr., president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Laurel M. Isicoff oversees the case.
Michael D. Seese, Esq., at Seese, P.A., represents the Debtor as
legal counsel.
ATLAS GLOBAL: Delays Filing of Financial Reports
------------------------------------------------
Atlas Global Brands Inc. (CSE: ATL) on July 14 disclosed that it
anticipates a delay in the filing of its audited annual
consolidated financial statements and related management's
discussion and analysis and certifications for the financial year
ended March 31, 2023 within the specified timelines under
applicable Canadian securities laws (collectively, the "Required
Annual Filings"). As a result, the Company has made an application
to the Ontario Securities Commission, as principal regulator, under
National Policy 12-203 -- Management Cease Trade Orders ("NP
12-203") requesting a management cease trade order ("MCTO") in
respect of the anticipated late filing of the Required Annual
Filings.
The delay in filing the Required Annual Filings is primarily the
result of the complexity associated with the accounting (including
in particular the tax provision) of the tri-partite and
multi-jurisdictional reverse takeover of the Company completed on
December 30, 2022 (the "Transaction").
Also contributing to this delay is that since completing the
Transaction, the Company has begun to execute on its overall growth
strategy by entering into seven binding agreements for the
acquisition of a controlling interest in a trading house and six
additional pharmacies in Israel and, as announced on May 1, 2023,
completed the acquisition of GreenSeal Cannabis Company, Ltd. and
GreenSeal Nursery, Ltd. a licensed producer and nursery in
Stratford Ontario. Further, in an effort to simultaneously achieve
cost reductions and production efficiencies, as announced on June
2, 2023, and June 27, 2023, the Company made the decision to wind
down operations at its facility in Gunn, Alberta, liquidate the
assets of its Alberta subsidiaries under the Bankruptcy and
Insolvency Act (Canada) and to transition such operations to its
facilities in Ontario.
As a consequence of the delay in filing the Required Annual
Filings, the Company also anticipates a delay in the filing of its
interim financial report and related management's discussion and
analysis and certifications for the interim period ended June 30,
2023, and due August 29, 2023 (collectively, the "Required Interim
Filings" and together with the Required Annual Filings, the
"Required Filings"). The requested MCTO also applies to the late
filing of the Required Interim Filings.
Management is working diligently to complete the Required Annual
Filings on or prior to September 29, 2023, and the Required Interim
Filings on or prior to October 27, 2023.
The MCTO will restrict trading in and all acquisitions of the
securities of the Company by the chief executive officer and the
chief financial officer of the Company until such time as the
Required Filings are filed and the MCTO is no longer in effect.
During the MCTO, the general investing public will continue to be
able to trade in the Company's listed common shares.
Until the Company completes the Required Filings, the Company will
comply with the alternative information guidelines set out in NP
12-203 for issuers who have failed to comply with a specified
continuous disclosure requirement within the timelines prescribed
by applicable Canadian securities laws. The guidelines, among other
things, require the Company to issue bi-weekly default status
reports by way of a news release so long as the Required Filings
have not been filed.
About Atlas Global Brands
Atlas Global -- http://www.atlasglobalbrands.com/-- is a global
cannabis company operating in Canada and Israel with expertise
across the cannabis value chain, including cultivation,
manufacturing, marketing, distribution. Atlas currently distributes
to seven countries: Australia, Canada, Denmark, Germany, Israel,
Norway, and the United Kingdom. In addition to a differentiated
product mix, Atlas operates two licensed cannabis facilities: (1)
an EU-GMP facility in Chatham, ON, and; (2) a GACP and IMC-GAP
facility in Stratford, ON. Atlas also has a majority interest in 3
medical pharmacies in Israel and has entered into binding
agreements for the acquisition of a majority interest in a Trading
House and 6 additional medical cannabis pharmacies in Israel.
BFR GRANITE: Case Summary & Seven Unsecured Creditors
-----------------------------------------------------
Debtor: BFR Granite Boardwalk, LLC
5880 State Highway 121 Ste. 103B
Plano, TX 75024
Business Description: The Debtor is part of the food service
industry.
Chapter 11 Petition Date: July 18, 2023
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 23-41284
Judge: Hon. Brenda T. Rhoades
Debtor's Counsel: Robert T. DeMarco, Esq.
DEMARCO MITCHELL, PLLC
1255 West 15th St., 805
Plano, TX 75075
Tel: (972) 578-1400
Email: robert@demarcomitchell.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jason Graman as authorized
representative of the Debtor.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZXJ55HI/Robert_DeMarco__txebke-23-41284__0001.0.pdf?mcid=tGE4TAMA
BULLDOG PURCHASER: Credit Suisse Marks $959,000 Loan at 22% Off
---------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $959,000 loan
extended to Bulldog Purchaser, Inc to market at $750,897 or 69% of
the outstanding amount, as of April 30, 2023, according to a
disclosure contained in Credit Suisse's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
Credit Suisse HYBF is a participant in a Bank Loan (LIBOR 1M +
7.750%) to Bulldog Purchaser, Inc. The loan accrues interest at
12.832% per annum. The loan matures on September 4, 2026.
The loan carries CCC‑ rating from S&P and Caa3 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.
Bulldog Purchaser Inc. owns and operates fitness and recreational
centers. The Company offers its services in the United States.
CANOPY GROWTH: Fitch Ups IDR to 'CCC-'; Then Withdraws All Ratings
------------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDR) for Canopy Growth Corporation (Canopy) and 11065220 Canada to
'RD' from 'CCC-'. Fitch has also downgraded the senior secured term
loan facility for both entities to 'RD' from 'CCC+/RR2'. The
downgrade reflects the agreements with secured and unsecured
lenders. Subsequently, Fitch has reassessed and upgraded the IDRs
to 'CCC-' and the senior secured term loan facility to 'CCC+/RR2'
post completion of the exchange and has simultaneously withdrawn
all of the ratings.
Canopy's 'CCC-' IDR reflects its current liquidity position
including actions taken to reduce the high cash burn rates, the
exchange/redemption agreements that have reduced debt, recent
announced asset sales and the uncertain path to profitability due
to executional risks around its strategies and the challenges
within the operating environment.
Fitch has withdrawn Canopy's ratings because the ratings have been
taken private.
KEY RATING DRIVERS
Agreements Constitute a DDE: Canopy entered into privately
negotiated redemption agreements with certain noteholders that
repaid CAD193 million of the CAD225 million aggregate principal
amount of the convertible notes due July 15, 2023 for a cash
payment of CAD101million, the issuance of approximately 90.4 common
shares and the issuance of approximately CAD40.4 million of
debentures that are convertible into common shares. Canopy also
amended its credit agreement to make a payment of the U.S. dollar
equivalent of CAD93 million in cash to reduce the U.S. Dollar
equivalent of CAD100 million of principal indebtedness under the
term loan facility.
When considering whether the transaction should be classified as a
DDE, Fitch expects both of the following to apply: the transaction
imposes a material reduction in terms compared with the original
contractual terms; and it is conducted to avoid bankruptcy, similar
insolvency or intervention proceedings, or a traditional payment
default. Fitch believes the agreements with secured and unsecured
lenders satisfies both prongs of its test.
Constrained Liquidity: Canopy's cash and short-term investments
were CAD783 million at March 31, 2023. Following year-end close,
Fitch expects Canopy will have used more than CAD300 million in
cash to repay the term loan facility and convertible notes, issued
common shares in agreements with certain noteholders and issued
debt. The redemption agreements are to result in annualized
interest expense savings between CAD20 to CAD30 million.
While Canopy is expected to reduce operating FCF deficits given
announced cost reduction initiatives, including several measures to
reduce the cash burn related to brand building and operational
plans around BioSteel, operating deficits could remain material in
FY2024 at around CAD300 million. This compares with around CAD600
million annually the past three years.
Asset Sale Divestitures: Since April 1, 2023, Canopy has sold five
facilities having received proceeds of CAD81 million to date and
expects to realize up to CAD150 million in total proceeds from
facility divestitures by Sept. 30, 2023. Canopy agreed to
amendments of the term loan agreement that provide for, among other
things, 90% of the first CAD150 million in proceeds from certain
completed and contemplated divestitures to be used for making a
repayment of the term loan at $0.95 on the dollar and the
elimination of the minimum cash covenant of USD100 million,
following the one-time CAD93 million cash payment.
Canopy continues to assess additional strategic options to
supplement liquidity and reduce cash operating deficits. Canopy's
financial statements for year-end FY2023 contain a statement by its
auditors expressing uncertainty regarding the ability to continue
as a going concern.
Canadian Operations Challenged: Given the ongoing structural issues
within the Canadian cannabis marketplace, challenges with operating
strategies and uncertain path to profitability, Canopy announced
further restructurings in February 2023 to move to an asset-light,
third-party sourcing model that includes the closure of the Smiths
Falls cultivation facility and significant headcount reductions
across the business.
Cost initiatives including actions announced in April 2022 have
reduced expenses by a combined CAD125 million through the end of
FY2023. Canopy expects remaining initiatives could reduce annual
expenses between CAD240 to CAD310 million in total. Canopy
anticipates these actions will result in breakeven to positive
EBITDA in all businesses, with the exception of BioSteel by the end
of FY2024.
U.S. Transaction Subject to Risk: In October 2022, Canopy announced
the creation of a new U.S.-domiciled holding company, Canopy USA,
LLC (CUSA), that holds the company's conditional U.S. cannabis
investments. This could enable it to exercise rights to acquire
Acreage Holdings, Inc., Mountain High Products, LLC, Wana Wellness,
LLC and The Cima Group, LLC (Wana), and Lemurian, Inc. (Jetty).
Fitch believes the transaction, as proposed, is subject to material
execution risks including regulatory, shareholder and exchange
approval.
Canopy has filed a revised proxy statement as the previous CUSA
structure was not in compliance with NASDAQ's listing rules.
Presently, little clarity exists around Canopy's timeline to move
forward with this organizational structure, including the
successful completion of the proxy review and timing for the
shareholder vote.
As contemplated, Canopy would not directly own any of the U.S.
cannabis assets and would hold the non-voting and non-participating
shares in CUSA that are exchangeable into common shares of CUSA at
their discretion. CUSA will also need to maintain funding separate
from Canopy and could be reliant on other external avenues to fund
strategic initiatives. Fitch will continue to review Canopy's
corporate structure and exposure to U.S. assets including THC that
are federally illegal and whether that increases rating concerns.
Parent-Subsidiary Linkage: Canopy's ratings do not assume any
support from the strategic linkage between Constellation and the
company. In connection with the proposed transactions announced by
Canopy in October 2022, assuming approval and adoption of certain
amendment proposals, including the special resolution authorizing
an amendment to create a new class of non-voting Canopy
exchangeable shares, Constellation has expressed its current
intention to convert all of its common Canopy shares into
exchangeable shares.
As part of this conversion, all commercial agreements between
Canopy and Constellation would be terminated, Constellation will no
longer have board rights or approval rights over certain
transactions, and any restrictive covenants previously agreed upon
between the parties will terminate. Across Canopy's corporate
structure between the parent and subsidiary, Fitch equalizes the
IDRs.
DERIVATION SUMMARY
Canopy was rated lower than Legends Hospitality Holding Company,
LLC (B-/Stable) and GPS Hospitality Holding Company LLC. (CCC+).
Legends' 'B-'/Stable rating reflects its modest scale, high
adjusted leverage in the 7x area and minimal FCF. The rating is
supported by the company's strong liquidity and unique position as
a fully integrated provider of hospitality services for
professional and college sports teams, live entertainment venues,
and attractions. While the pandemic substantially disrupted the
company's operations, new business has driven strong growth in
revenues, which significantly exceed pre-pandemic levels.
EBITDA margins remain depressed due to high inflation and the
lower-margin nature of contracts Legends has recently entered into;
however, Fitch expects continued margin recovery and new contract
wins will support EBITDA growth over the longer term.
GPS Hospitality's 'CCC+' rating reflects Fitch's view of a
stabilization in sales and improved operating performance following
an extended period of sales decline and margin contraction, driven
by wage and commodity inflation, notably at the primary brand
Burger King. The improvement in earnings is supported by increased
core capabilities through new kitchen equipment, outdoor digital
menus, new menu offerings, as well as enhanced recruiting platforms
that have helped alleviate staffing challenges. The rating is
constrained by the company's small scale with expected revenues and
EBITDA of $690 million and $35 million in 2023, respectively,
resulting in high leverage of around 9x.
KEY ASSUMPTIONS
-- Revenue declining in the low single digits in FY2024, assuming
Canadian cannabis quarterly run rate of around CAD40 million and
mid-single digit decline in consumer products revenues with
declines in BioSteel reflecting recent actions to reposition the
brand in North America offset partially by growth in Storz and
Bickel. Revenue growth in low double digits in FY2025, reflecting
Canadian cannabis quarterly run rate of around CAD50 million;
-- EBITDA deficit in the mid-to-upper CAD100 million range in
FY2024 versus negative CAD353 million in FY2023, reflecting cost
take-out initiatives. In FY2025, EBITDA deficit decreasing to
around breakeven driven by cost savings and strategic operating
initiatives;
-- Cash interest costs in the low CAD100 million range in FY2024,
decreasing to around the CAD80 million range in FY2025. Interest
rate assumption based on SFOR forward curve;
-- Capital spending of about 12 million in FY2024 and FY2025;
-- FCF deficit around CAD300 million in FY2024, decreasing to the
CAD100 million range in FY2025.
RATING SENSITIVITIES
Rating sensitivities are no longer relevant given Fitch's ratings
withdrawal.
LIQUIDITY AND DEBT STRUCTURE
On-going Cash Burn, Weakening Liquidity: The ongoing cash burn
combined with market conditions have eroded Canopy's liquidity
position and hamper its ability to access additional capital. Cash,
cash equivalents and unrestricted short-term investments totaled
CAD783 million at year-end 2023. This compares with approximately
CAD1.4 billion and CAD2.3 billion for FY2022 and FY2021,
respectively. In October 2021, Canopy agreed to acquire Wana for a
cash payment of USD297.5 million.
To supplement liquidity during 2023, Canopy entered into an
agreement during February 2023 with an institutional investor to
purchase up to USD150 million aggregate principal amount of senior
unsecured convertible debentures with USD100 million sold on Feb.
21, 2023.
In April 2023, Canopy refinanced CAD100 million of the 4.25%
unsecured notes due in July 2023 held by Greenstar Canada
Investment Limited Partnership, a wholly-owned subsidiary of
Constellation Brands, Inc. that extended the maturity date to Dec.
31, 2024.
Recent Agreement Constitutes a DDE: On June 30, 2023, Canopy
announced that it entered into privately negotiated exchange
agreements with certain noteholders that canceled CAD12.5 million
of the convertible notes due July 15, 2023 in exchange for cash,
including accrued and unpaid interest owing under the notes, and
the issuance of approximately 24.3 million Canopy common shares.
Fitch viewed the execution of this transaction as a DDE under its
criteria.
Capital Structure: Canopy's USD750 million senior secured term loan
facility matures in 2026. Canopy announced an agreement with
certain lenders under its term loan credit agreement in October
2022 to tender for USD187.5 million of the principal amount
outstanding at a discounted price of USD930 per USD1,000 or
USD174.375 million. Canopy completed the second repayment in April
2023.
In July 2023, Canopy agreed to amendments of the term loan
agreement that provide for, among other things, 90% of the first
CAD150 million in proceeds from certain completed and contemplated
divestitures to be used for making a repayment of the term loan at
$0.95 on the dollar and the elimination of the minimum cash
covenant of USD100 million, following the one-time CAD93 million
cash payment.
Recovery Considerations
For issuers with 'B+' IDRs and below, Fitch performs a recovery
analysis for each class of obligations. Issue ratings are derived
from the IDR and the relevant Recovery Rating (RR) and notching
based on expected recoveries in a distressed scenario. Fitch takes
the higher of liquidation value or enterprise value (EV, based
multiple applied to the stressed EBITDA) to determine the waterfall
recoveries.
The 5.0x for Canopy considers historical bankruptcy exit multiples
for CPG companies ranging from 4.0x to 10.0x, with a median
reorganization multiple of 6.3x. The multiple for Canopy also
considers Canopy's brands. Fitch considers the value accorded to
the agreements to purchase interests for Wana, Jetty Extracts, and
Acreage Holdings, which has been stressed from current levels.
In deriving a liquidation value of the assets, Fitch considered the
liquidation value of inventory, receivables, and net property,
plant and equipment and applied various advance rates. Fitch also
considered liquidation values for Storz & Bickel, BioSteel, and
thisworks, and valuations for Wana Brands, Jetty Extracts, Acreage,
TerrAscend, and other assets. Fitch determined the liquidation
value to be more than CAD600 million. Thus, the recovery for Canopy
is based on liquidation value of the assets rather than a going
concern enterprise value.
The initial USD750 million term loan has been reduced by USD187.5
million pursuant to the October 24, 2022 agreement with lenders.
Following a 10% reduction for administrative claims, the recovery
analysis for the term loan results in a recovery corresponding to
'CCC+'/'RR2'
ISSUER PROFILE
Canopy is a leading global diversified cannabis and hemp company
based in Canada that primarily produces, distributes and sells
recreational and medical cannabis and hemp-based products. Canopy
offers a large portfolio of branded cannabis product offerings,
cannabis vaporizers and non-cannabis consumer packaged goods.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch adjusted the fair value of debt to reflect debt amount
payable on maturity, stock-based compensation, transactions
expenses, impairments and restructuring costs.
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.
CARESTREAM HEALTH: Credit Suisse Fund Marks Loan at 28% Off
-----------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $799,000 loan
extended to Carestream Health, Inc to market at $577,753 or 72% of
the outstanding amount, as of April 30, 2023, according to a
disclosure contained in Credit Suisse's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
Credit Suisse HYBF is a participant in a Bank Loan (SOFR 3M+7.500%)
to Carestream Health, Inc. The loan accrues interest at 12.408% per
annum. The loan matures on September 30, 2027.
The loan carries B‑ 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.
Carestream Health, Inc., headquartered in Rochester, New York, is a
supplier of imaging and IT systems to the medical and dental
communities and to other markets.
CARVANA CO: S&P Downgrades ICR to 'CC', Outlook Negative
--------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Carvana Co.
to 'CC' from 'CCC'. At the same time, S&P lowered the issue-level
rating on the senior unsecured notes to 'C' from 'CCC-'.
S&P said, "The negative outlook reflects our expectation that we
will lower our issuer credit rating to 'D' (default) upon
completion of the proposed exchange. Shortly after restructuring,
we would raise the ratings to a level that reflects the ongoing
risk of a conventional default or future distressed
restructurings."
On July 19, 2023, Carvana Co. announced that it entered into a
transaction support agreement to exchange its outstanding notes for
up to an aggregate principal amount of $4.3 billion of senior
secured notes in three tranches.
S&P views the proposed transaction as distressed and, if completed,
tantamount to default because lenders will receive less than
originally promised.
S&P said, "We view the proposed exchange as distressed and
tantamount to default.The downgrade follows Carvana's announcement
that it entered into a transaction support agreement with a group
of noteholders representing over 90% of the aggregate principal
amount outstanding of the company's senior unsecured notes. The
exchange is for up to $4.376 billion of the existing unsecured
notes for three tranches due in 2028, 2030, and 2031, all with
payment-in-kind (PIK) features in the first couple of years.
Substantially all Carvana and ADESA Inc. assets will secure the new
notes and guarantees, with first-priority liens on assets not
securing their floorplan facility and a second-priority lien on all
assets securing the floorplan facility. The new notes and
guarantees will be effectively senior to all existing and future
unsecured debt.
"The proposed transaction will somewhat extend Carvana's maturities
and offer significant cash interest cost savings due to the PIK
option. However, we view the offer as tantamount to default because
we believe lenders will receive less than originally promised. The
principal amount of the new securities offered is less than the
original par amount, the new maturities extend beyond the original
dates, and the timing of payments will be slower by adding a PIK
feature. In addition, debtholders are essentially being primed by
the senior position of the new notes. In our view, Carvana is
pursuing this transaction because its capital structure is
unsustainable and the company has limited options to reduce its
debt burden and improve its cash flow organically.
"The negative outlook reflects our expectation that we will lower
the issuer credit rating on Carvana to 'D' when the proposed
exchange is completed.
"We will likely lower the issuer credit rating to 'D' when the
exchange offer is completed. Shortly after restructuring, we would
raise the ratings to a level that reflects the ongoing risk of a
conventional default or future distressed restructurings.
"While unlikely, we could raise the rating if Carvana does not
complete the proposed exchange and establishes a clear plan to
avoid any future debt restructuring."
ESG credit indicators: E-2, S-2, G-3
CBS TRUCKING: Seeks to Tap Law Office of James J. Rufo as Counsel
-----------------------------------------------------------------
CBS Trucking, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire The Law Office of
James J. Rufo as its counsel.
The firm's services include:
(a) advising the Debtor concerning the administration of its
Chapter 11 bankruptcy case;
(b) preparing all necessary applications and motions as
required under the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, and Local Bankruptcy Rules;
(c) preparing a disclosure statement and plan of
reorganization; and
(d) other legal services that are necessary for the
administration of the Debtor's bankruptcy case.
The firm will be paid at these rates:
James J. Rufo, Esq. $400 per hour
Paralegals $200 per hour
The Debtor paid the firm a retainer of $11,738.
James Rufo, Esq., a partner at The Law Office of James J. Rufo,
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:
James J. Rufo, Esq.
The Law Office of James J. Rufo
1133 Westchester Avenues, Suite N-202
White Plains, NY 10604
Tel: (914) 600-7161
Email: jrufo@jamesrufolaw.com
About CBS Trucking
CBS Trucking, Inc. operates in the general freight trucking
industry. The company is based in Newburgh, N.Y.
CBS Trucking sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35547) on June 30,
2023, with $448,619 in assets and $1.236 million in liabilities.
Sokol Bala, president, signed the petition.
Judge Cecelia G. Morris oversees the case.
The Debtor tapped the Law Office of James J. Rufo as bankruptcy
counsel and the Law Office of Charles A. Higgs as special
litigation counsel.
COADVANTAGE INC: S&P Rates New Senior Secured Credit Facility 'B'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level and '3' recovery
rating to AQ Carver Buyer Inc.'s (doing business as CoAdvantage)
proposed senior secured credit facility, including a $550 million
senior secured term loan due 2029 and a $50 million revolving
credit facility due 2028. The '3' recovery rating indicates its
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery for lenders in the event of a payment default.
CoAdvantage will use the proceeds to repay its outstanding debt and
to fund an $85 million dividend to its financial sponsor owner.
S&P said, "Our 'B' issuer credit rating on CoAdvantage and our
stable outlook are unchanged. however, the proposed $85 million
dividend would increase pro forma leverage and reduce the company's
cushion at the 'B' rating level. We now expect S&P Global
Ratings-adjusted leverage in the low- to mid-6x area for 2023 and
2024, which is about 1x higher than previous forecasts. Still, we
expect S&P Global Ratings-adjusted leverage will remain at least
0.5x below our 7.0x downgrade threshold for the rating. Risks to
the downside include a weaker-than-expected macroeconomic
environment or increased competition that could reduce
CoAdvantage's worksite employee volumes. Additionally, aggressive
financial policy choices, including additional debt-financed
shareholder distributions or large debt-financed acquisitions,
could increase leverage above our downside threshold."
CoAdvantage operates as a professional employer organization that
provides integrated human resource solutions for small and
medium-sized businesses in the United States. The company was
founded in 1990 and is based in Bradenton, Florida.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- The company's proposed debt capitalization consists of a $50
million revolving credit facility due 2028 (undrawn) and a $550
million senior secured term loan due 2029.
-- AQ Carver Buyer Inc. is the borrower under the facility. The
facility benefits from guarantees from all material subsidiaries.
-- S&P's simulated default scenario considers a default in 2026
and involves an economic downturn that produces both a spike in
small business failures in the U.S. and a rapid increase in the
volume and severity of health and workers compensation claims,
financial strain from high debt service requirements, operational
missteps around the integration of acquisitions, regulatory changes
socializing the U.S. health care model, or a reputation-damaging
information technology security breach that significantly reduces
cash flow due to customer attrition.
-- S&P values CoAdvantage on a going-concern basis, using a 6x
multiple of its projected emergence EBITDA of about $55 million,
given the company's large amount of fee-based recurring revenue,
favorable industry trends, and proprietary technological platform.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: About $55 million
-- EBITDA multiple: 6x
-- Revolving credit facility: 85% drawn at default
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): About
$310 million
-- Valuation split (obligors/nonobligors): 100%/0%
-- Estimated secured debt claims: About $605 million
--Recovery expectations: 50%-70% (rounded estimate: 50%)
-- Estimated claim amounts include about six months accrued but
unpaid interest.
COTY INC: S&P Assigns 'BB' Rating on New $600MM Sr. Secured Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '2'
recovery rating to Coty Inc.'s proposed [$600] million senior
secured notes due 2030. The '2' recovery rating indicates its
expectation for substantial (70%-90%; rounded estimate: 80%)
recovery in the event of a payment default.
S&P said, "At the same time, we assigned our 'BB' issue-level
rating and '2' recovery rating to the company's new $2 billion
revolver due July 2028, which includes a $1,670 million tranche and
a EUR300 million tranche.
"We expect Coty will use the net proceeds from the proposed notes
to repay a portion of its outstanding term loan due April 2025.
Therefore, we view the transaction as leverage neutral. The company
had about $4.3 billion of total debt outstanding as of March 31,
2023.
"All of our existing ratings on Coty are unchanged. The company has
continued to deliver on its strategic initiatives, including its
brand repositioning, portfolio premiumization, product innovations
across both prestige and consumer beauty, and digital developments.
Coty recently raised its revenue and EBITDA guidance for fiscal
year 2023 and we now expect its S&P Global Ratings-adjusted
leverage will be in the mid-4x area and its EBITDA interest
coverage will be in the low-4x area by the end of fiscal year 2023.
We expect Coty to maintain a disciplined approach to asset sales
and debt reduction while continuing to look for opportunities for
potential asset dispositions to further streamline its portfolio."
CUSTOM SPRAY: Unsecureds Will Get 30% of Claims in Plan
-------------------------------------------------------
Custom Spray Systems, Inc., filed with the U.S. Bankruptcy Court
for the Eastern District of California a Plan of Reorganization for
Small Business dated July 17, 2023.
The Debtor was formed as a California corporation on June 27, 1991.
Its primary business was applying fireproofing material to large
commercial structures.
The Debtor had two shareholders, Danny Ray Harris (65%) who managed
the crews on the job actually spraying the fireproofing material,
and Ronnie Flake (35%), who handled the office functions. The COVID
pandemic of 2020 caused a drop in income. Unfortunately, in
September, 2022, Mr. Flake, who had been working remotely from his
home in Calaveras County, California, passed away.
Immediately after the Chapter 11 petition was filed, the Debtor
opened its Debtor in Possession ("DIP") bank account and
transferred all funds to the DIP account. As the Debtor has
collected accounts receivable, such funds have been deposited to
the DIP account. Also, Mr. Harris, pre-petition, had sold surplus
equipment to an unrelated third party and had received $46,000.
Post-petition, Mr. Harris deposited such funds in the DIP account.
The Plan of Reorganization proposes to pay creditors of the Debtor
from cash from liquidation of assets over a nine-month period.
The Plan provides for full payment of administrative and priority
claims. The Plan also provides that holders of non-insider general
unsecured claim will receive dividends of at least 30 cents on the
dollar.
Class 2 consists of Non-priority unsecured claims held by
non-insiders. The holders of claims in this class will collectively
receive all remaining proceeds after all other claims are paid, but
in no event less than 30% of allowed claims, no later than June 30,
2024. This class is impaired.
Class 3 consists of Non-priority unsecured claims held by insiders.
The holders of claims in this class will receive nothing. This
class is impaired.
Class 4 consists of Equity interests in the Debtor. The present
shareholders will retain their shares in the Debtor. This class is
not impaired.
The Debtor intends to distribute funds on hand to creditors upon
confirmation of the Plan, and to continue to collect and pass
through to creditors all sums due to the Debtor. To the extent
there are insufficient funds to perform the terms of this Plan,
Danny Ray Harris, a shareholder, will contribute additional funds
to meet the shortfall.
A full-text copy of the Chapter 11 Plan dated July 17, 2023 is
available at https://urlcurt.com/u?l=ThcNOv from PacerMonitor.com
at no charge.
Attorney for Debtor:
David C. Johnston, Esq.
David C. Johnston, Attorney at Law
1600 G Street, Suite 102
Modesto, CA 95354
Tel: (209) 579-1150
Fax: (209) 579-9420
Email: david@johnstonbusinesslaw.com
About Custom Spray
Custom Spray Systems, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No.
23-90166) on April 18, 2023, with $50,001 to $100,000 in assets and
$100,001 to $500,000 in liabilities. David Sousa serves as
Subchapter V trustee.
Judge Ronald H. Sargis oversees the case.
The Debtor is represented by David C. Johnston, Esq.
DIOCESE OF ALBANY: Tort Panel Taps Berkeley as Financial Advisor
----------------------------------------------------------------
The official committee of tort claimants appointed in the Chapter
11 case of the Roman Catholic Diocese of Albany, New York seeks
approval from the U.S. Bankruptcy Court for the Northern District
of New York to employ Berkeley Research Group, LLC as financial
advisor.
The firm will render these services:
(a) assist the committee in investigating the assets,
liabilities, and financial condition of the Debtor or its
operations;
(b) assist the committee in the review of financial related
disclosures required by the court and/or Bankruptcy Code;
(c) analyze the Debtor's accounting reports and financial
statements;
(d) review transfers of the Debtor's assets;
(e) assist the committee in evaluating the Debtor's ownership
interests of property alleged to be held in trust by the Debtor for
the benefit of third parties and/or property alleged to be owned by
non-debtor entities;
(f) assist the committee in reviewing and evaluating any
proposed asset sales and/or and other asset dispositions;
(g) assist the committee in evaluating the Debtor's cash
management system;
(h) assist the committee in the review of financial
information that the Debtor may distribute to the committee and
others, and analyze proposed transactions for which court approval
is sought;
(i) assist in the review and/or preparation of information and
analyses necessary for the confirmation of a plan, or for the
objection to any plan filed in this case which the committee
opposes;
(j) assist the committee with the evaluation and analysis of
claims, and on any litigation matters; and
(k) analyze the flow of funds in and out of accounts the
Debtor contends contain assets held in trust for others, to
determine whether the funds were commingled with non-trust funds
and lost their character as trust funds, under applicable legal and
accounting principles.
The hourly rates of the firm's counsel and staff are as follows:
Managing Director $725 - $1,130
Director & Associate Director $450 - $725
Professional Staff $225 - $450
Support Staff $150 - $225
In addition, the firm will seek reimbursement for expenses
incurred.
Matthew Babcock, director at Berkeley Research Group, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew K. Babcock
Berkeley Research Group, LLC
201 South Main Street, Suite 450
Salt Lake City, UT 84111
Telephone: (801) 321-0076
Facsimile: (801) 355-9926
Email: mbabcock@thinkbrg.com
About The Roman Catholic Diocese of Albany, New York
The Roman Catholic Diocese of Albany is a religious organization in
Albany, N.Y. It covers 13 counties in Eastern New York, including a
portion of the 14th county. Its Mother Church is the Cathedral of
the Immaculate Conception in the city of Albany.
New York's Child Victims Act, which took effect in August 2019,
temporarily sets aside the usual statute of limitations for
lawsuits to give victims of childhood sexual abuse a year to pursue
even decades-old claims. Hundreds of new lawsuits have been filed
against churches and other institutions since the law took effect
on Aug. 14, 2019.
Facing the financial weight of new sexual misconduct lawsuits, at
least four of the eight Roman Catholic dioceses in the state, has
already sought Chapter 11 protection. The dioceses that have
declared bankruptcy include the Diocese of Rochester and the
Diocese of Rockville Centre on Long Island.
The Catholic Diocese of Albany sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on
March 15, 2023. In the petition filed by Fr. Robert P. Longobucco,
the Debtor estimated assets between $10 million and $50 million and
liabilities between $50 million and $100 million.
Judge Robert E. Littlefield, Jr. oversees the case.
The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel;
Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott
& Associates, PC as financial advisor; and Bonadio & Co., LLP as
accountant. Donlin, Recano & Company, Inc. is the claims and
noticing agent.
On April 17, 2023, the U.S. Trustee for Region 2 appointed two
separate committees to represent unsecured creditors and tort
claimants in the Debtor's Chapter 11 case. Lemery Greisler, LLC
represents the unsecured creditors' committee while Stinson, LLP
represents the tort committee. OneDigital Investment Advisors, LLC
is the committees' special investment consultant.
DIOCESE OF OGDENSBURG: Seeks Cash Collateral Access
---------------------------------------------------
The Roman Catholic Diocese of Ogdensburg, New York asks the U.S.
Bankruptcy Court for the Northern District of New York for
authority to use cash collateral and provide adequate protection,
on an interim basis, through August 15, 2023.
The Debtor requires the use of cash collateral to pay employee
wages and other operating and administrative expenses incurred in
the Chapter 11 Case, as well as other payments as may be authorized
by the Court by separate order.
NBT Bank, National Association, asserts an interest in the cash
collateral.
As of the Petition Date, the Diocese is indebted to NBT pursuant to
these transactions and documents:
(i) Letter of Credit Application and Agreement, together dated
as of November 9, 2020, pursuant to which NBT made available to the
Diocese a $1.95 million Letter of Credit issued by NBT to the New
York State Worker's Compensation Board to secure the Diocese's
obligations under its self-insured worker’s compensation program;
and
(ii) Specific Security Agreement (Pledged Account) dated as of
November 9, 2020, pursuant to which the Diocese pledged all of its
property in the possession of, or subject to the control of NBT
including, without limitation, its interest in approximately $2.3
million of securities held in a blocked investment account at NBT,
to secure its obligations to repay NBT for any amounts drawn on the
NBT Letter of Credit.
In order to adequately protect any interest NBT may have in the
cash collateral, the Diocese proposes to grant NBT, to the extent
of any diminution in the value of its interest in the Prepetition
Collateral, and effective as of the Petition Date, perfected
replacement security interests in, and valid, binding, enforceable
and perfected liens, on all of the Diocese's cash, deposit
accounts, and investment property and related proceeds. However,
the Postpetition Collateral will not include, and the NBT Rollover
Liens will not attach to, any funds or property held by the Diocese
(i) for the purpose of administering its insurance programs, (ii)
in trust for the benefit of parishes or other Catholic entities
within the Diocese, (iii) which represent trust fund taxes or
employee payroll deductions, or (iv) which are endowed funds or
subject to donor restrictions on use.
Because the value of the Blocked NBT Account is already in excess
of NBT's potential exposure under the NBT Letter of Credit, and
because the Worker's Compensation Board has not drawn on the NBT
Letter of Credit, nor is there any reason for the WCB to do so, the
Diocese submits that the proposed NBT Rollover Liens more than
adequately protect NBT's interest in the cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=T7iVi6
from PacerMonitor.com.
About The Roman Catholic Diocese of Ogdensburg
The Roman Catholic Diocese of Ogdensburg is a religious
organization in Ogdensburg, New York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60507) on July 17,
2023. In the petition signed by Mark Mashaw, diocesan fiscal
officer, the Debtor disclosed up to $50 million in both assets and
liabilities.
Judge Patrick G. Radel oversees the case.
Charles J. Sullivan, Esq., at Bond, Schoeneck and King, PLLC,
represents the Debtor as legal counsel. Stretto, Inc. is the
Debtor's noticing and claims agent.
DITECH HOLDING: 94% Markdown for $123,000 Credit Suisse Fund Loan
-----------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $123,000 loan
extended to Ditech Holding Corporation to market at $7,404 or 6% of
the outstanding amount, as of April 30, 2023, according to a
disclosure contained in Credit Suisse's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
Credit Suisse HYBF is a participant in a Bank Loan to Ditech
Holding Corporation. The loan was scheduled to mature in June last
year.
The loan is currently in default and is non‑income producing,
according to the Fund.
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.
Ditech Holding Corporation (formerly Walter Investment Management
Corp.) is an independent originator and servicer of mortgage loans
and servicer of reverse mortgage loans.
DONNELLY GROUP: Creditors Approve CCAA Restructuring Plan
---------------------------------------------------------
Donnelly Group on July 18 disclosed that Affected Creditors have
approved the Plan of Arrangement (the "Plan") under the Companies'
Creditors Arrangement Act (the "CCAA") at a meeting held yesterday
by videoconference in accordance with the amended order granted by
the Supreme Court of British Columbia (the "Court") on June 2,
2023.
The Plan was approved unanimously with all votes in favour and no
votes against despite the highly distressed nature of the Canadian
hospitality sector. Donnelly Group believes that this support is a
testament to its determination to survive the financially crippling
effects of the pandemic, as well as the strength of its
relationships with vendors, suppliers and its communities.
"We're elated to receive the needed votes at the CCAA creditors
meeting and are now on track to do exactly what we set out to do in
financially restructuring with the aim of ensuring a sustained
future and rooted legacy" says Donnelly Group founder Jeff
Donnelly. "We so greatly appreciate the commitment and resilience
of our employees, and unwavering support from our suppliers and
communities."
Donnelly Group is seeking a Court order sanction of the amended
Plan of Arrangement at a July 26, 2023 hearing after which it is
prepared to carry out the Plan with the same resolve it committed
to when commencing the CCAA.
Donnelly Group is a hospitality management company born of publican
DNA that operates a diverse portfolio of brands. Each unique, but
with a shared culture driven by a collective affinity for
meaningful, thought and conversation provoking topics influenced by
design, music, art, sports, and travel.
Its core portfolio consists of Freehouse Collective, a group of
iconic public houses, cocktail clubs and restaurants in Vancouver
and Toronto, Barber & Co barber shops and products, and Bomber
Brewing.
DYNACAST LLC: Credit Suisse Marks $898,000 Loan at 24% Off
----------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $898,000 loan
extended to Dynacast International LLC to market at $684,504 or 76%
of the outstanding amount, as of April 30, 2023, according to a
disclosure contained in Credit Suisse's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
Credit Suisse HYBF is a participant in a Bank Loan to Dynacast
International LLC. The loan matures on October 22, 2025.
The loan carries CCC rating from S&P and Caa2 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.
Dynacast, headquartered in Charlotte, North Carolina, is a global
manufacturer of small engineered precision die cast components.
EAGLE PROPERTIES: Taps Whiteford as Special Counsel
---------------------------------------------------
Eagle Properties and Investments, LLC seeks approval from U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Whiteford, Taylor & Preston LLP as its special counsel.
The firm's services include the investigation of various
pre-bankruptcy claims and causes of action relating to the Debtor's
business operations.
Whiteford agreed to charge hourly rates at a discount of 10 percent
off standard rates for the professionals designated to represent
the Debtor and will be capped at the following amounts:
Partners and counsel $550
Associates $375
Paralegals $250
Christopher Jones, Esq., managing partner at Whiteford, 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:
Christopher A. Jones, Esq.
Whiteford, Taylor & Preston, LLP
3190 Fairview Park Drive, Suite 800
Falls Church, VA 22042-4510
Tel: 703-280-9263
Fax: 703-280-8942
Email: cajones@whitefordlaw.com
About Eagle Properties and Investments
Eagle Properties and Investments, LLC, is a Vienna Va.-based
company engaged in leasing real estate properties. It owns 26
properties valued at $9.37 million.
Eagle Properties and Investments filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Case No. 23-10566) on April 6, 2023, with $9,429,800 in total
assets and $14,716,136 in liabilities. Amit Jain, manager, signed
the petition.
The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC.
as bankruptcy counsels; Whiteford, Taylor & Preston, LLP as special
counsel; and SC&H Group, Inc. as financial advisor and accountant.
FARWELL VENTURES: Seeks to Hire Steinhilber Swanson as Counsel
--------------------------------------------------------------
Farwell Ventures, Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of Wisconsin to hire Steinhilber
Swanson, LLP as its legal counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties
and the continued management and operation of its businesses and
properties;
(b) assisting with the commencement of debtor-in-possession
operations, including the initial debtor interview, Section 341
meeting of creditors and monthly reporting requirements;
(c) advising the Debtor and taking all necessary action to
protect and preserve its estate, including prosecuting actions on
behalf of the Debtor, defending any action commenced against the
Debtor, and representing the Debtor's interests in negotiations
concerning litigation in which it is involved;
(d) preparing bankruptcy schedules, statements of financial
affairs and all related documents;
(e) assisting in the negotiation and preparation of a disclosure
statement and Chapter 11 plan of reorganization;
(f) preparing pleadings;
(g) analyzing executory contracts and unexpired leases and the
potential assumption, assignment or rejection of such contracts and
leases;
(h) advising the Debtor in connection with any potential sale of
its assets;
(i) appearing at and being involved in various proceedings
before the court; and
(j) analyzing claims and prosecuting claim objections.
The hourly rates charged by the firm's attorneys and paralegal are
as follows:
Michael P. Richman, Partner $675
Claire Ann Richman, Partner $575
Eliza M. Reyes, Associate $450
David R. Fowle, Paralegal $195
The firm received from the Debtor a retainer of $50,000.
Paul Swanson, Esq., a member of Steinhilber, 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:
Claire Ann Richman, Esq.
Steinhilber Swanson, LLP
122 W. Washington Street, Suite 850
Madison, WI 53703
Tel: 608-630-8990
Fax: 608-630-8991
Email: crichman@steinhilberswanson.com
About Farwell Ventures
Farwell Ventures, Inc. is a golf simulator lounge where it provides
the gloves, the clubs, and the balls. Based in Madison, Wisc.,
Farwell Ventures conducts business under the names Hook & Fade and
SimGym.
Farwell Ventures filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11125) on June
30, 2023, with $1 million to $10 million in assets and liabilities.
Jerome Kerkman of Kerkman & Dunn has been appointed as Subchapter V
trustee.
Claire Ann Richman, Esq., at Steinhilber Swanson, LLP represents
the Debtor as counsel.
FINASTRA USA: Credit Suisse Marks $3.01M Loan at 15% Off
--------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $3,011,000 loan
extended to Finastra USA Inc to market at $2,560,810 or 85% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in Credit Suisse's Form N-CSR report for the semi-annual
period ended April 30, 2023, filed with the Securities and Exchange
Commission.
Credit Suisse HYBF is a participant in a Bank Loan (LIBOR 3M +
7.250%) to Finastra USA Inc. The loan accrues interest at 12.405%
per annum. The loan matures on June 13, 2025.
The loan carries CCC‑ rating from S&P and Caa3 rating from
Moody's.
The Fund also extended a $680,000 loan to Finastra (LIBOR 3M +
3.500%). The Fund says this loan has a value of $650,171 as of
April 30. This 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.
Finastra USA, Inc. provides financial software solutions. The
Company specializes in retail and transaction banking, lending, and
treasury and capital markets. Finastra USA serves customers in the
United States.
FIRSTOX LABORATORIES: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Firstox Laboratories, LLC
4850 Plaza Drive
Irving, TX 75063
Chapter 11 Petition Date: July 20, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-42095
Judge: Hon. Edward L. Morris
Debtor's Counsel: Joshua N. Eppich, Esq.
BONDS ELLIS EPPICH SCHAFER JONES LLP
420 Throckmorton Street, Suite 1000
Fort Worth, TX 76102
Tel: 817-405-6900
Email: Joshua@bondsellis.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Michael Cataldi as manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7QPRJSI/Firstox_Laboratories_LLC__txnbke-23-42095__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NXLMJRA/Firstox_Laboratories_LLC__txnbke-23-42095__0001.0.pdf?mcid=tGE4TAMA
FORTRESS INVESTMENT: Fitch Alters Outlook on 'BB' IDR to Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Foundation Holdco LP, the parent company and successor to
Fortress Investment Group LLC, and its rated subsidiaries
(collectively Fortress) at 'BB'. Fitch has also affirmed FinCo I
LLC's senior secured debt rating at 'BB' and Fortress' Short-Term
IDR at 'B'. The Rating Outlook is revised to Stable from Positive.
The rating actions follow Fortress' announcement that it has
upsized its term loan facility by $100 million, to $800 million,
and extended the maturity date on its term loan and revolving
credit facility to June 2028 and December 2027, respectively.
KEY RATING DRIVERS
The revision of the Outlook to Stable reflects Fitch's expectation
that, given the term loan upsize, leverage is no longer expected to
approach 4.0x by the end of the Outlook horizon, set at the time of
the revision to Positive.
Pro forma for the incremental debt, Fitch estimates leverage,
debt/fee-related EBITDA (FEBITDA), to be between 5.7x and 8.9x on a
TTM basis (assuming a FEBITDA margin between 25%-35%), which
compares to Fitch's 'bb' category benchmark range of 4.0x-6.0x for
alternative investment managers (IMs). Fitch can only approximate
Fortress' FEBITDA margin as, unlike peers, it does not explicitly
assign separate compensation loads to fees and incentive income.
While the historical FEBITDA margin before Logan Circle was
acquired approximated 35%, Fitch believes the FEBITDA margin may be
lower at present given the exit from managing higher margin
permanent capital vehicles (PCVs).
Still, Fitch believes leverage and the FEBITDA margin should
improve over time as a result of growth in fee-earning assets under
management (FAUM) and deployment of capital not yet generating
fees.
Fitch views the maturity extension of the term loan and revolving
credit facility favorably. Fitch believes Fortress maintains an
adequate liquidity profile, consisting of $579 million of cash and
$88.1 million of availability under its revolving loan facility at
March 31, 2023.
The ratings affirmation reflects Fortress' established position as
a global alternative IM, experienced management team, stable cash
flow generation, and moderate management fee exposure to net asset
value (NAV) movements.
Rating constraints include limited revenue diversity relative to
more highly rated peers, increased AUM concentration in credit
funds and a fully secured funding profile. Additionally, Fitch
believes, in the near term, FEBITDA will be negatively impacted by
the loss of Fortress' largest remaining permanent capital vehicle
(PCV), New Residential Investment Corp. (New Residential), but will
improve over time as additional capital is deployed in the credit
funds.
Fitch also notes the more challenging current economic conditions,
including rising interest rates, inflationary pressures, declining
market valuations and elevated recession risk, all of which may
pressure investment performance and fundraising.
Rating constraints for alternative IMs include key person risk,
which is institutionalized throughout many limited partnership
agreements; reputational risk, which can impact the company's
ability to raise future funds; and legal and regulatory risk.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
-- A sustained increase in adjusted leverage above 6.0x;
-- A material decline in the FEBITDA margin, approaching 10%;
-- A decline in interest coverage below 2.0x; and
-- A weaker liquidity profile, which could include a significant
reduction in balance sheet cash or Fortress' contingent liquidity
facility;
-- Inability of Mubadala Investment Company to acquire the equity
of Fortress from SoftBank Group (SBG); and deterioration in the
credit profile of SBG combined with inadequate limitations on SBG's
ability to extract liquidity from Fortress to the detriment of its
debt holders, could also pressure Fortress' ratings, although this
is not anticipated under the firm's current distribution policy.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
-- Sustained maintenance of adjusted leverage near 4.0x;
-- Consistent FAUM growth;
-- Enhanced FAUM and revenue diversity;
-- Improved funding flexibility as demonstrated through access to
unsecured debt and/or more diversified funding sources; and
-- Maintenance of solid liquidity levels.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
A Long-Term IDR of 'BB' corresponds to a 'B' Short-Term IDR
according to Fitch's "Non-Bank Financial Institutions Rating
Criteria" dated May 5, 2023.
The Short-Term IDR is primarily sensitive to the Long-Term IDR and
would be expected to move in tandem. At higher rating levels for
the Long-Term IDR, the Short-Term IDR would also become sensitive
to Fitch's assessment of Fortress' funding, liquidity and
coverage.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The secured debt rating is equalized with the Long-Term IDR,
reflecting Fitch's expectation of average recovery prospects for
the debt class in a stress scenario.
The secured debt rating is expected to move in tandem with the
Long-Term IDR.
SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES
The IDRs of FIG Parent, LLC, FinCo I LLC, FinCo I Intermediate
HoldCo LLC and Fortress Investment Group LLC are equalized with the
IDRs of Foundation Holdco LP and are, therefore, expected to move
in tandem.
ADJUSTMENTS
The 'bb' assessed SCP of Fortress is below its 'bbb-' implied SCP
due to the following adjustment reason: [Weakest Link -
Capitalization and Leverage (negative).
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
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.
GENESIS CARE: Seeks to Hire Alvarez & Marsal as Financial Advisor
-----------------------------------------------------------------
Genesis Care Pty Limited and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Alvarez & Marsal North America, LLC as their financial advisor.
The firm's services include:
(a) assistance to the Debtors in the preparation of
financial-related disclosures required by the court, including the
Debtors' schedules of assets and liabilities, statements of
financial affairs, and monthly operating reports;
(b) assistance to the Debtors with information and analyses
required pursuant to the debtor-in-possession (DIP) financing;
(c) assistance with the identification and implementation of
short-term cash management procedures;
(d) assistance in the development and management of a 13-week
cash flow forecast;
(e) advisory assistance in connection with the development and
implementation of key employee compensation and other critical
employee benefit programs;
(f) assistance with the identification of executory contracts
and leases and performance of cost/benefit evaluations with respect
to the affirmation or rejection of each;
(g) assistance to Debtors' management team, investment bankers
and counsel focused on the coordination of resources related to the
ongoing reorganization effort;
(h) assistance in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which court
approval is sought;
(i) attendance at meetings and assistance in discussions with
potential investors, banks, and other secured lenders, any official
committee(s) appointed in these chapter 11 cases, the United States
Trustee, other parties in interest and professionals hired by same,
as requested;
(j) analysis of creditor claims by type, entity, and
individual claim, including assistance with development of
databases, as necessary, to track such claims;
(k) assistance in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization in these
chapter 11 cases, including information contained in the disclosure
statement;
(l) assistance in evaluation of the the Debtors' current
business plan and in preparation of a revised operation plan and
cash flow forecast;
(m) assistance in identification of cost reduction and
operations improvement opportunities;
(n) assistance in the analysis and preparation of information
necessary to assess the tax attributes related to the confirmation
of a plan of reorganization in these chapter 11 cases, including
the analysis of the related tax consequences contained in the
disclosure statement;
(o) assistance with respect to the marketing process for the
US operations and certain de minimis assets, as requested by PJT
and counsel; and,
(p) rendering such other general business consulting or such
other assistance as Debtors' management or counsel may deem
necessary consistent with the role of a financial advisor to the
extent that it would not be duplicative of services provided by
other professionals in this proceeding.
The firm will charge these hourly fees:
Managing Directors $1,025 - 1,375
Directors $750 - 975
Analysts / Associates $425 - 775
Brian Fox, managing director at Alvarez & Marsal North America,
disclosed in court filings that his firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Anthony Tillman
Alvarez & Marsal North America, LLC
600 Madison Avenue,8th Floor
New York, NY 10022
Phone: +1 212 328 8610
Email: bfox@alvarezandmarsal.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: Seeks to Hire Katten Muchin Rosenman as Counsel
-------------------------------------------------------------
Genesis Care Pty Limited and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Katten Muchin Rosenman, LLP.
Katten's work will be limited to legal services rendered on behalf
of and at the sole direction of Jonathan Foster with respect to his
duties as a member of the Debtors' Board of Directors and member of
the Board's special committee, and all other actions necessary for
the independent director to fulfill his fiduciary duties in the
Debtors' Chapter 11 cases.
The firm will charge these hourly fees:
Partners $945 - $1,985
Of Counsel $965 - $1,600
Associates $625 - $1,000
Paraprofessionals $310 - $720
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Katten
disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm has not represented the Debtor in the 12 months
prepetition; and
-- Katten, in conjunction with the independent director, has
developed a budget and staffing plan for these Chapter 11 cases for
the period from June 9 to Oct. 31, 2023.
Steven Reisman, a partner at Katten, 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:
Steven J. Reisman, Esq.
Katten Muchin Rosenman, LLP
50 Rockefeller Plaza
New York, NY 10020-1605
Office: +1 212-940-8700
Mobile: +1 212-961-6688
Email: sreisman@katten.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: Seeks to Hire Kirkland & Ellis as Legal Counsel
-------------------------------------------------------------
Genesis Care Pty Limited and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as
their legal counsel
The firms' services include:
a. advising the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
b. advising and consulting on the conduct of the Debtors'
bankruptcy cases, including all of the legal and administrative
requirements of operating in Chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties involved in the Debtors' cases;
d. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which they are involved, including objections to claims filed
against the estates;
e. preparing pleadings;
f. representing the Debtors in connection with obtaining
authority to continue using cash collateral and post-petition
financing;
g. advising the Debtors in connection with any potential sale of
their assets;
h. appearing before the bankruptcy court and any appellate
courts;
i. advising the Debtors regarding tax matters;
j. taking any necessary action to negotiate, prepare and obtain
approval of a disclosure statement and confirmation of a Chapter 11
plan and all documents related thereto; and
k. other necessary legal services.
The firms will be paid at these rates:
Partners $1,195 to $2,245 per hour
Of Counsel $820 to $2,125 per hour
Associates $685 to $1,395 per hour
Paraprofessionals $295 to $575 per hour
In addition, the firms will receive reimbursement for out-of-pocket
expenses incurred.
The firms received retainer fees in the amount of $7,250,000.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, the
firms disclosed the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: The firms' current hourly rates for services rendered
on behalf of the Debtors range as follows: partners, $1,195 to
$2,245; of counsel, $820 to $2,125; associates, $685 to $1,395; and
paraprofessionals, $295 to $575. The firms represented the Debtors
from May 1, 2022 to Dec. 31, 2022, using these hourly rates:
partners, $1,135 to $1,995; of counsel, $805 to $1,845; associates,
$650 to $1,245; and paraprofessionals, $265 to $495.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Yes, for the period from May 2 to June 30, 2023.
As disclosed in court filings, the firms are "disinterested"
pursuant to Section 101(14) of the Bankruptcy Code.
The firms can be reached at:
Steven N. Serajeddini, Esq.
Nicole L. Greenblatt, P.C.
Kirkland & Ellis, LLP
Kirkland & Ellis International, LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: nicole.greenblatt@kirkland.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: Seeks to Hire PJT Partners as Investment Banker
-------------------------------------------------------------
Genesis Care Pty Limited and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
PJT Partners, LP.
The Debtors require an investment banker to:
a. assist in the evaluation of the Debtors' businesses and
prospects;
b. assist in the development of the Debtors' long-term
business plan and related financial projections;
c. assist in the development of financial data and
presentations to the Boards, various creditors, and other third
parties;
d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;
e. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those stakeholders
impacted by the Restructuring;
f. provide strategic advice with regard to restructuring or
refinancing the Debtors' obligations;
g. evaluate the Debtors' debt capacity and alternative capital
structures;
h. participate in negotiations among the Debtors and their
creditors, suppliers, lessors, and other interested parties;
i. value securities offered by the Debtors in connection with
a Restructuring;
j. assist in arranging financing for the Debtors, as
requested;
k. provide expert witness testimony concerning any of the
subjects encompassed by the other investment banking services;
l. assist the Debtors in preparing marketing materials in
conjunction with a possible transaction;
m. assist the Debtors in identifying potential buyers or
parties in interest to a transaction and assist in the due
diligence process;
n. assist and advise the Debtors concerning the terms,
conditions, and impact of any proposed transaction; and
o. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of a
transaction similar to a potential transaction, Restructuring,
and/or Capital Raise, as requested and mutually agreed.
The firm will be compensated as follows:
a. Monthly Fee. The Debtors shall pay PJT a monthly advisory
fee of $175,000 per month. Fifty percent (50 percent) of all
monthly fees paid to PJT after the sixth monthly fee has been paid
(i.e., after $1,050,000 has been paid) and until the twelfth
monthly fee has been paid (i.e., until $2,010,000 has been paid)
shall be credited, only once and without duplication, against any
transaction Fee and/or Restructuring Fee payable under the
Engagement Letter, up to a maximum aggregate credit against any
transaction Fee and/or Restructuring Fee of $525,000; provided
that, any such credit of monthly fee shall apply only in the event
that all fees earned by PJT pursuant to the Engagement Letter are
approved in their entirety by the Court pursuant to a final order
not subject to appeal and which order is acceptable in all respects
to PJT;
b. Capital Raising Fee. The Debtors shall pay PJT a capital
raising fee for any financing arranged by PJT, earned and payable
upon the earlier of the receipt of a binding commitment letter and
the closing of such financing.
If access to the financing is limited by orders of this Court, a
proportionate fee shall be payable with respect to each available
commitment (irrespective of availability blocks, borrowing base, or
other similar restrictions). The capital raising fee will be
calculated as:
-- Senior Debt. 1.0 percent of the total issuance/commitment
size for senior debt financing excluding senior debt financing that
is or may (or is anticipated in the future to) constitute a
Structured Financing;
-- Structured Financing. 1.50 percent of the total issuance
and/or committed amount of Structured Financing;
-- Junior Debt/Unsecured Debt Financing. 2.50 percent of the
total issuance and/or committed amount of (A) junior debt
financing, or (B) unsecured debt financing (including, without
limitation, financing that is junior in right of payment, second
lien, subordinated (structurally or otherwise) and unsecured
debt);
-- Equity Financing. 3.50 percent of the issuance and/or
committed amount of equity financing; in each case, including by
means of a back-stop commitment; provided that: (i) the capital
raising fee in respect of any DIP Financing shall be 1.0 percent of
the aggregate amount of any DIP financing issued and/or committed,
(ii) if financing arranged by PJT (and use of proceeds generated
from such financing) is the only restructuring undertaken, PJT, in
its sole discretion, may choose to be paid either the capital
raising fee or the restructuring fee, but not both, and (iii) if
any portion of the debt or equity financing is raised from Kohlberg
Kravis Roberts & Co. L.P. or its affiliates (collectively "KKR") or
from China Resources (Holdings) Co. Ltd. or its affiliates
(collectively "CRC", and together with KKR, the "Equityholders") or
any of the Debtors' existing lenders (or their respective
affiliates) as of Feb 8, 2023 ("Existing Lenders"), PJT shall be
entitled to receive 50 percent of the capital raising fee to which
it otherwise would have been entitled in respect of any debt or
equity financing raised from any of the Equityholders and/or
Existing Lenders.
c. Restructuring Fee. The Debtors shall pay PJT a
restructuring fee equal to $11,000,000, earned and payable upon
consummation of a restructuring, including the consummation of a
chapter 11 plan or any other restructuring pursuant to an order of
the Court or any other court.
d. Transaction Fee. The Debtors shall pay PJT a transaction
fee, payable in cash at the closing of such transaction directly
out of the gross proceeds of the transaction calculated as 1.50
percent of the transaction value.
Upon consummation of a transaction in which all or substantially
all of the assets of the Company are sold, PJT Partners, in its
sole discretion, shall be entitled to either a transaction fee in
respect of such transaction or the restructuring Fee, but not
both.
e. Expense Reimbursements. In addition to the fees, the
Debtors agree to reimburse PJT for all reasonable and documented
out-of-pocket expenses incurred during the engagement.
John Singh, a partner at PJT Partners, disclosed in a court filing
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John Singh
PJT Partners, LP
280 Park Avenue
New York, NY 10017
Tel: (212) 364-7800
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.
HANDPICKED INC: Seeks to Hire Penn Law Firm as Bankruptcy Counsel
-----------------------------------------------------------------
HandPicked, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of South Carolina to employ Penn Law Firm, LLC as its
counsel.
The firm will render these services:
(a) advise the Debtor of its rights, powers, and duties;
(b) attend meetings with Debtor and hearings before the
court;
(c) assist other professionals retained by the Debtor in the
investigation of the acts, conduct, assets, liabilities, and
financial condition of the Debtor, and any other matters relevant
to the case or to the formulation of a plan of reorganization or
liquidation;
(d) investigate the validity, extent, and priority of secured
claims against the Debtor's estate, and investigate the acts and
conduct of such secured creditors and other parties to determine
whether any causes of action may exist;
(e) advise the Debtor with regard to the preparation and
filing of all necessary and appropriate legal documents, and review
all financial and other reports to be filed in these matters;
(f) advise the Debtor with regard to the preparation and
filing of responses to applications, motions, pleadings, notices,
and other papers that may be filed and served in these Chapter 11
cases by other parties; and
(g) perform other necessary legal services for and on behalf
of the Debtor that may be necessary or appropriate in the
administration of these Chapter 11 cases.
The hourly rates of the firm's counsel and staff are below:
Attorneys $250 - $400
Bankruptcy Paralegals and Assistants $100 - $175
In addition, the firm will seek reimbursement for expenses
incurred.
Pre-petition, the firm received retainers aggregating $15,000 from
the Debtor.
W. Harrison Penn, Esq., a member at Penn Law Firm, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
W. Harrison Penn, Esq.
Penn Law Firm, LLC
P.O. Box 11332
Columbia, SC 29211
Telephone: (803) 771-8836
Email: hpenn@mccarthy-lawfirm.com
About HandPicked Inc.
HandPicked, Inc. filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. D.S.C. Case No. 23-01923) on June 30,
2023, listing up to $1 million in assets and up to $10 million in
liabilities.
Judge Elisabetta Gm Gasparini oversees the case.
W. Harrison Penn, Esq., at Penn Law Firm serves as the Debtor's
bankruptcy counsel.
HARVEY & DAUGHTERS: Gets OK to Hire Frost & Associates as Counsel
-----------------------------------------------------------------
Harvey & Daughters, Inc. received approval from the U.S. Bankruptcy
Court for the District of Maryland to hire Frost & Associates, LLC
as their bankruptcy counsel.
The Debtor requires legal counsel to:
a. prepare bankruptcy schedules and financial statements;
b. provide the Debtor with legal advice with respect to its
powers and duties pursuant to the Bankruptcy Code;
c. prepare legal papers;
d. assist in the analyses and provide representations with
respect to lawsuits, which the Debtor is or may be party to;
e. negotiate, prepare, file and seek approval of a plan of
reorganization;
f. represent the Debtor at the meetings of creditors, hearings
and other proceedings; and
g. perform other necessary legal services.
The firm will be paid at these rates:
Daniel A. Staeven $545 per hour
Rebecca Sheppard $525 per hour
Glen Frost $645 per hour
Attorneys $525 to $645 per hour
Paralegals $100 to $265 per hour
The Debtor paid the firm an advance retainer of $50,000.
As disclosed in court filings, Frost & Associates is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Daniel Alan Staeven, Esq.
Frost & Associates, LLC
839 Bestgate Rd. Ste. 400
Annapolis, MD 21401
Phone: 410-497-5947
Email: daniel.staeven@frosttaxlaw.com
About Harvey & Daughters
Harvey & Daughters, Inc. (also known as The Harvey Agency) is a
branding and design firm providing clients with breakthrough
creative and a comprehensive list of services including web design
and development, packaging design, and print. The company is based
in Baltimore, Md.
Harvey & Daughters filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-14616)
on June 30, 2023, with $162,862 in assets and $1,204,075 in
liabilities. Matthew McDermott, president, signed the petition.
Judge David E. Rice oversees the case.
Daniel Staeven, Esq., at Frost & Associates, LLC represents the
Debtor as counsel.
HEART OF TEXAS: Seeks to Hire Barron & Newburger as Legal Counsel
-----------------------------------------------------------------
Heart of Texas Shooting Center, LLC and HOTSC Holdings, LLC seek
approval from the U.S. Bankruptcy Court for the Western District of
Texas to employ Barron & Newburger, PC as their counsel.
The firm will render these services:
(a) advise the Debtors of their rights, powers, and duties in
the continued management of their assets;
(b) review the nature and validity of claims asserted against
the property of the Debtors and advise concerning the
enforceability of such claims;
(c) prepare on behalf of the Debtors, all necessary and
appropriate legal documents and review all financial and other
reports to be filed in the Chapter 11 cases;
(d) advise the Debtors concerning and prepare responses to,
legal papers which may be filed in the Chapter 11 cases;
(e) counsel the Debtors in connection with the formulation,
negotiation, and promulgation of a plan of reorganization and
related documents;
(f) perform all other legal services for and on behalf of the
Debtors which may be necessary and appropriate in the
administration of the Chapter 11 cases and their business; and
(g) work with professionals retained by other parties in
interest in these cases to attempt to obtain approval of a
consensual plan of reorganization for the Debtors.
The hourly rates of the firm's counsel and staff are as follows:
Stephen Sather, Esq. $550
Other Attorneys $175 - $475
Legal Assistants $40 - $100
The firm will also seek reimbursement for expenses incurred.
The firm received a retainer in the amount of $12,000 for both
cases.
Stephen Sather, Esq., an attorney at Barron & Newburger, 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:
Stephen W. Sather, Esq.
Barron & Newburger PC
7320 N. MoPac Expy., Ste. 400
Austin, TX 78731
Telephone: (512) 476-9103
Facsimile: (512) 279-0310
Email: ssather@bn-lawyers.com
About Heart of Texas Shooting Center
Heart of Texas Shooting Center, LLC provides an indoor shooting
range and associated services and goods to its customers.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Texas Case No. 23-60263) on June 2,
2023. In the petition signed by Eric Nutt, manager, the Debtor
disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Stephen W. Sather, Esq., at Barron & Newburger, PC represents the
Debtor as legal counsel.
HORNBLOWER SUB: Credit Suisse Marks $787,000 Loan at 44% Off
------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $787,000 loan
extended to Hornblower Sub, LLC to market at $437,386 or 56% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in Credit Suisse's Form N-CSR report for the semi-annual
period ended April 30, 2023, filed with the Securities and Exchange
Commission.
Credit Suisse HYBF is a participant in a Bank Loan (LIBOR 3M +
4.500%) to Hornblower Sub LLC. The loan accrues interest at
7.96%-8.09% per annum. The loan matures on April 27, 2025.
The loan carries CCC‑ rating from S&P and Caa2 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.
Hornblower Sub, LLC is a charter yacht and public dining cruise
operator.
INITALY LLC: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division, authorized Initaly, LLC to use cash
collateral on a final basis in accordance with the budget, with a
10% variance, through September 30, 2023.
Flagship Enterprise Center, Inc. d/b/a Bankable, is granted
replacement liens on: (i) any additional cash collateral generated
post-petition, (ii) all cash collateral, and (iii) any and all
post-petition assets of the Debtor. The replacement liens is
effective to the same extent and priority as Bankable enjoyed prior
to the Petition Date.
The use of cash collateral will be terminated by (i) the expiration
of the Interim Order; (ii) the conversion or dismissal of the case;
(iii) the removal of the debtor-in-possession pursuant to 11 U.S.C.
section 1185; or (iv) the entry of an order restricting or
prohibiting further use of cash collateral.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=6KbsNi from PacerMonitor.com.
The Debtor projects total expenses, on a weekly basis, as follows:
$18,613 for Week 1 of August 2023;
$6,577 for Week 2 of August 2023;
$18,840 for Week 3 of August 2023; and
$5,103 for Week 4 of August 2023.
About Initaly, LLC
Initaly, LLC is an owner and operator of an Italian restaurant.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02259) on May 26,
2023. In the petition filed by Catello Avagnale, member, the Debtor
disclosed $157,552 in assets and $1,206,156 in liabilities.
Judge Robyn L. Moberly oversees the case.
Jeffrey Hester, Esq., at Hester Baker Krebs LLC, represents the
Debtor as legal counsel.
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 report for the semi-annual
period 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.
KELHAM VINEYARD: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtor: Kelham Vineyard & Winery, LLC
360 Zinfadel Lane
St. Helena CA 94574
Business Description: The Debtor is a family owned and operated
vineyard.
Involuntary Chapter
11 Petition Date: July 20, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-10384
Judge: Hon. William J. Lafferty
Petitioner's Counsel: Rebekah Parker, Esq.
4225-H Oceanside Boulevard #369
Oceanside CA 92056-3472
Tel: 213-268-2918
Email: AttorneyRParker@gmail.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/PUDXSKY/Kelham_Vineyard__Winery_LLC__canbke-23-10384__0001.0.pdf?mcid=tGE4TAMA
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
Main Street Cottage, LLC Real Property Rent $107,500
PO Box 60
Oakville, CA 94562
LANTERN 18 LLC: Unsecureds Will Get 100% of Claims in Plan
----------------------------------------------------------
Lantern 18, LLC, filed with the U.S. Bankruptcy Court for the
District of Massachusetts a Plan of Reorganization for Small
Business dated July 17, 2023.
The Debtor is a Massachusetts Limited Liability Corporation. The
Debtor has been in business 9 years and is a Merry Maids franchise
that the Debtor purchased from LeFort Enterprises, Inc. in 2015.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $72,714.00 of which
$58,000.00 will be distributed to the allowed administrative claims
prior to the sale of the franchise with Merry Maids, LLC.
The final Plan payment is expected to be paid on or about February
or March 2025. It is anticipated that the final plan payment will
pay all creditors as well as all administrative expenses in full.
Class 1 is unimpaired by this Plan, and each holder of a Class 1
Priority Claim will be paid in full at the end of the Plan.
Class 3 consists of Non-priority unsecured creditors. Allowed
claims of unsecured creditors will be paid in full 100% at the
completion of the plan.
The Debtor shall make quarterly distributions of 80% its profits
post tax to the allowed administrative claims. Based upon the
projected profits over the next four quarters, beginning October 1,
2023, the total amount of profits to be distributed to the allowed
administrative claims will be approximately $58,000.00.
A full-text copy of the Plan of Reorganization dated July 17, 2023
is available at https://urlcurt.com/u?l=UDdOBX from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Carl D. Aframe, Esq.
Aframe & Barnhill, P.A.
390 Main Street, Suite 901
Worcester, MA 01608
Tel: (508) 756-6940
Fax: (508) 753-8219
Email: aframe@aframebarnhill.net
About Lantern 18
Lantern 18, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10592) on April
18, 2023, with $100,001 to $500,000 in both assets and liabilities.
Stephen Darr, Esq., a partner at Huron Consulting Group has been
appointed as Subchapter V trustee.
Judge Janet E. Bostwick oversees the case.
The Debtor is represented by Carl D. Aframe, Esq., at Arame &
Barnhill, P.A.
LCM INVESTMENTS II: S&P Affirms 'BB-' ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on LCM
Investments Holdings II LLC (d/b/a Morgan Automotive Group) and
assigned a 'B+' issue-level rating and '5' recovery rating
(10%-30%; rounded estimate: 15%) to the pari passu senior unsecured
note tranche due in 2031.
S&P said, "We lowered our rating on its senior unsecured debt to
'B+' from 'BB-' because of the higher debt quantum in our
hypothetical default scenario and revised the recovery rating to
'5' from '4', reflecting our view of modest (10%-30%; rounded
estimate: 15%) recovery prospects.
"The stable outlook reflects our expectation that Morgan Auto will
continue to generate good cash flow, above average adjusted EBITDA
margins, and debt to EBITDA below 4x, albeit elevated in 2023
because of the recapitalization and cash no longer netted due to
our financial sponsor treatment."
Morgan Automotive plans to issue $500 million of senior unsecured
notes to recapitalize its balance sheet.
Morgan Auto's financial performance has remained stable, allowing
credit metrics to absorb the pace of its bolt-on merger and
acquisition (M&A) strategy and incremental debt issuance. Though
our prior base-case forecast anticipated debt to EBITDA of 3.5x-4x,
the latest projection is higher at 4.4x due to the incremental debt
and cash no longer netted in our adjusted debt calculation based on
its view of financial sponsor ownership by Redwood Holdings, LLC.
While S&P projects leverage will be slightly higher than 4x this
year, it will gradually return to the 3.5x-4x range during
subsequent periods as U.S. new car sales recover and the company
integrates recent acquisitions.
Pro forma for the recapitalization, S&P expects Morgan Auto's
liquidity sources will increase as it regains revolving credit
availability. During recent quarters, Morgan Auto has used
revolving lines of credit to finance M&A, tax distributions to
shareholders, and other general corporate purposes that consumed
most of its liquidity sources. The recapitalization should allow
Morgan Auto to reset its sources of liquidity and better manage
bolt-on M&A in subsequent periods because it has a new $400 million
revolver dedicated to this.
Higher debt reduces recovery prospects for Morgan Auto's senior
unsecured creditors. The revised rounded recovery estimate and
recovery rating on the unsecured debt reflects the greater
proportion of total borrowings in the pro forma capital structure.
The $500 million note issuance combined with upsized senior secured
credit facilities is a marked increase, representing about
two-thirds of funded debt. In S&P's view, the increase in both
secured and unsecured debt overtakes the increased enterprise value
from recent acquisitions in its recovery analysis. This leaves
lower recovery prospects for creditors in a default scenario.
S&P said, "The stable outlook reflects our expectation that Morgan
Auto will continue to generate good cash flow, above average
adjusted EBITDA margins, and debt to EBITDA below 4x, albeit
elevated in 2023 because of the recapitalization and cash no longer
netted due to our financial sponsor treatment.
"We could lower our rating if debt to EBITDA were to increase
meaningfully above 4x. This could occur if we foresee a decline in
new and used vehicle demand resulting from weaker consumer
confidence or macroeconomic conditions stemming from the effects of
higher inflation and a slowing economy.
"Though unlikely over the next 12 months, for a higher rating we
would expect debt to EBITDA to decline below 3x on a sustainable
basis. This could occur through EBITDA growth from higher sales or
its financial sponsor being supportive of deploying excess cash
flow to pay down debt."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Environmental and social factors have an overall neutral
influence on our credit rating analysis of Morgan Auto. As an auto
retailer that generates most of its profit and cash flow from
parts, service, and financing, we believe the business model will
remain resilient for the near future. Over the next few decades, we
expect the types of components for repair will shift. Batteries,
battery coolant, power units, and electrically operated engine
components and accessories will gradually replace the repair work
made to internal combustion engine vehicles. Governance is a
moderately negative consideration in our assessment of Morgan Auto
because of its financial sponsor ownership that reflects its
pursuit of aggressive policies, such as debt-financed
acquisitions."
LEEWARD RENEWABLE: Fitch Affirms BB- LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Leeward Renewable Energy Operations,
LLC's (LREO) Long-Term Issuer Default Rating (IDR) at 'BB-'. Fitch
has also affirmed LREO's senior unsecured rating at 'BB-'/'RR4'.
The Rating Outlook is Stable.
The ratings reflect LREO's long-term contracted cash flows from a
reasonably diversified portfolio of primarily wind projects in U.S.
and the projected holdco-only FFO leverage of 3.0x-3.7x in
2023-2026. Key credit weaknesses include LREO's concentration in
wind assets and its limited size, which constrain the rating.
KEY RATING DRIVERS
Long-Term Contracted Portfolio: LREO owns and operates a long-term
contracted portfolio of 24 wind projects and one solar project
totaling 2.5 GW gross capacity predominantly in the Midwest, West
and Texas markets. Approximately 80% of the cashflows are
contracted with investment grade offtakers over Fitch's forecast
period. Weighted average remaining contract life is nine years,
modestly below average among industry peers, which is a longer-term
credit concern. At the same time management has been proactive in
re-contracting existing assets as they repower older projects
extending the portfolio contract tenor.
Project distributions are less diversified with top five projects
contributing approximately 59% of distributions in 2022. Over time,
Fitch expects that older projects will be repowered and new
developed projects contributed to LREO, which should mitigate any
PPA cliff concerns. Market for renewable resources, including wind
repowering, has been strong, and management expects to repower a
substantial portion of older wind resources in the next several
years.
Wind Concentration a Key Risk: Wind technologies are simple to
construct and operate with minimal technological complexity and
ongoing capex requirements. However, LREO's asset portfolio of
older wind projects is subject to higher resource variabilities,
impeding stability, a key weakness. Geographic diversity lowers
some of the risk associated with weaker wind resources in any one
region. Operationally, turbine availability has been around 95% on
average over the past couple of years, a positive. LREO also has
minimum availability service guarantees from service and
maintenance providers, which minimizes availability risk.
Most of the growth beyond repowering completed this year is
expected to come from solar projects in the development pipeline,
which should provide some diversity, as wind cash flow contribution
is projected to decline to closer around 78% by 2026. Solar
resource availability is typically stable and predictable.
Improving Credit Metrics: Fitch calculates LREO's credit metrics on
a deconsolidated basis, as its operating assets are largely
financed with tax equity and nonrecourse project debt. LREO's
Holdco FFO leverage improved to 3.7x in 2022 from 5.7x in 2021, due
to higher merchant prices and additional projects added to the
operating portfolio including Crescent Ridge, Aragonne and
Panorama. Fitch expects credit metrices to improve to around 3.0x
by 2026, which is strong for the rating. The projected improvement
in credit metrics assumes contribution of solar and wind projects
to LREO in a form of equity without any cash outlay and additional
holdco debt issuance.
Financial Policy Flexibility: Management's target leverage ratio
for LREO, corporate debt to cash flow available for debt service,
is between 3.5x to 4.0x. Management also targets a $110 million
liquidity goal at holdco level including $10 million available cash
and $100 million cash borrowing sublimit under its $200 million
revolving credit facility (RCF). A clear financial target is credit
positive. After LREO satisfies its financial covenants and credit
metrics target, it contributes all the excess cash to its parent,
Leeward Renewable Energy, LLC (LRE), to reinvest in development
activities at Leeward Renewable Energy Development, LLC (Leeward
Development). Once assets are operational, they are expected, but
not required, to be transferred to LREO.
Growth Visibility Through 2026: Fitch expects LREO's near-term
growth will come primarily from solar projects developed by Leeward
Development. Fitch's projections assume 1.7 GW across eleven wind,
solar and battery projects if operations are added to LREO by 2026,
including repowering of one existing project. All repowered and new
projects are expected tohave long-term PPAs, with investment-grade
counterparties. In addition, LREO expects to continue expanding its
footprint and adding new projects in the medium term. All solar
projects have executed module purchase orders with First Solar and
have no anticircumvention or tariff risk. Leeward Development is
separated from LREO, as LREO holds assets that are in commercial
operation. The separation removes most of the construction risks
from LREO.
Parent Subsidiary Linkage: Fitch rates LREO on a standalone basis.
Consistent with Fitch's approach, it views OMERS (AAA/Stable) as
financial investors and does not apply PSL linkage. OMERS, one of
the largest Canadian pension funds, acquired Leeward in 2018. LREO
has its own credit facilities and does not depend on Leeward and
affiliates for liquidity. While no explicit rating linkage exists,
Fitch views LREO's relationship with OMERS as supportive of its
credit quality.
DERIVATION SUMMARY
Fitch rates LREO on a deconsolidated basis because its portfolio
comprises assets financed using non-recourse project debt or with
tax equity. Fitch applies a similar approach to Atlantica
Sustainable Infrastructure plc (Atlantica; BB+/Stable), NextEra
Energy Partners (NEP; BB+/Stable), and Terraform Power Operating
LLC. (TERPO; BB-/Stable), all of which own and operate portfolios
of nonrecourse projects.
Fitch views LREO's portfolio of assets as less favorably positioned
due to the asset type compared to Atlantica, NEP and TERP, due to
LREO's almost 100% wind generation assets, which exhibit more
resource variability. Comparatively, Atlantica's solar generation
accounts for approximately 68% of power generation capacity and 89%
of renewable generation. TERP's portfolio consists of 41% solar and
59% wind projects. NEP's portfolio consists of 58% of wind
projects.
LREO's operating scale in terms of generation capacity of around
2.5 GW is similar to Atlantica (which also has other non-generation
projects), but much smaller than NEP and TERPO. LREO's portfolio is
less diversified than its peers with only 24 projects in the U.S.,
compared with 165 projects at TERPO, 43 at NEP and 44 at Atlantica.
In addition, its distributions are highly concentrated versus
peers.
Fitch views LREO's and NEP's geographic exposure in the U.S. and
Canada (100%) favorably, compared to TERPO's (69%) and Atlantica
(30%). Both Atlantica and TERPO have exposure to the Spanish
regulatory framework for renewable assets, which has been recently
modified due to high power prices in Europe, a credit concern. In
terms of total MW, approximately 33% of Atlantica's power
generation portfolio is in Spain compared with 26% for TERPO.
Atlantica's long-term contracted fleet has a remaining contracted
life of 14 years, same as and NEP's at around 14 years. LREO's
remaining contract life is lower at nine years.
LREO's credit metrics are comparable with Atlantica, but better
than NEP and TERPO. Fitch forecasts LREO's holdco FFO only leverage
at around 3.5x-3.7x in 2023-2024, compared with 3.5-3.8x for
Atlantica, 4.0x for NEP, and mid-5.0x for TERPO.
LREO, like TERPO and NEP has strong parent support. Fitch believes
NEP is best positioned due to NEP's association with NextEra, which
is the largest renewable developer in the world. TERPO benefits
from having Brookfield Asset Management as an 100% owner. LREO
benefits from having OMERS as a sponsor.
LREO's private ownership is overall more advantageous than publicly
held yieldcos. It removes the pressure for aggressive growth in
unitholder distribution, but will likely impair transparency in
financial reporting and operational activities, a negative.
Additionally, strong private sponsors provide a more predictable
funding source. Fitch views OMERS' indirect ownership of LREO
positively given its large scale and track record as a diversified
long-term investor.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch Rating Case for the Issuer:
-- Assumes contribution of 1,284 MW of solar assets from the
Leeward Development by 2026; All projects back-levered by
non-recourse project debt and tax equity and contributed with no
expected cash outlay by LREO;
-- Oak Trail solar power project (100MW), Chapparal Springs solar
power project (174MW) and Big Plain solar power project (196MW)
contributing to cash flows in 2023;
-- GSG wind power (80MW) is repowered by the end of 2023;
-- New wind project-Blackford Wind (200MW) contributing to cash
flows in 2026;
-- Assumes all remaining cash post HoldCo debt service is
upstreamed to Leeward;
-- No overhead/SG&A assumed at rated entity as they are allocated
at the project level and project distributions are post those
allocations;
-- Assumes no additional debt is issued at the HoldCo level over
the forecast period and outstanding revolver averages around $25
million.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Holding company FFO leverage below 3.5x on a sustained basis;
-- A track record of adhering to the financial policies under
OMERS' ownership;
-- Increase in solar generation in the overall portfolio such that
it comprises approximately 40% of the total.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Holding company FFO leverage ratio exceeding 4.5x on a
sustained basis;
-- Underperformance in the underlying assets that lends material
variability or shortfall to expected project distributions on a
sustained basis;
-- Change or deviation from the stated financial policies.
LIQUIDITY AND DEBT STRUCTURE
Adequate liquidity: Fitch views LREO's liquidity position as
adequate with around $28 million readily available cash at
consolidated level and $100 million secured revolver available at
end-2022. LREO has increased its RCF to $200 million with a
five-year maturity in 1H23. The RCF includes a $100 million cash
drawn sublimit and a $150 million posting LC sublimit. The LREO
also increased its senior unsecured LC facility, which carries the
guarantee Export Development Canada (EDC), to $450 million from
$275 million in 1H23. Fitch believes this will improve its
liquidity profile. There are no material debt maturities until
2029.
ISSUER PROFILE
LREO is a renewable energy company owning a portfolio of 24
renewable energy facilities across nine states in U.S. with around
2,500 MW of installed capacity at end 2022.
REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING
The principal sources of information used in the analysis are
described in the Applicable Criteria.
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.
LEGACY CARES: Gets OK to Tap Kevin Royal as Accountant
------------------------------------------------------
Legacy Cares, Inc. received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Kevin Royal, executive vice
president of Zovio Inc., as its accounting and finance
professional.
Mr. Royal will render these services:
(a) perform all accounting functions;
(b) work directly with the Legacy Park manager's accounting
team to address accounting matters for Legacy Park and the transfer
of the related financial data to the Debtor;
(c) work with the Debtor's management and its legal counsel to
prepare and submit the monthly Debtor financial statements to the
Electronic Municipal Market Access (EMMA) website for public
disclosure;
(d) interface directly with the Debtor's vendors and services
providers as needed;
(e) review and approve vendor invoices and submit the same for
payment;
(f) prepare a rolling 13-week cash flow schedules for the
Debtor, budgets, and track budget vs. actual results;
(g) assist in the sale process of Legacy Park including
responding to due diligence requests, gathering information and
other related tasks;
(h) coordinate the preparation and completion of annual tax
return filings including 2022;
(i) work with the Debtor's management and board of directors
to ensure the Debtor maintains its 501(c)(3) non-profit status;
(j) work directly with the Debtor's management or
representatives of its management; and
(k) perform any other accounting or finance-related task as
requested by the Debtor or its representatives.
Mr. Royal will bill his time at the hourly rate of $150.
In a court filing, Mr. Royal disclosed that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The professional can be reached at:
Kevin S. Royal
Rancho Santa Fe, CA
Telephone: (858) 336-2438
Email: kroyal1@yahoo.com
About Legacy Cares
Legacy Cares, Inc. is a 501c3 non-profit organization dedicated to
providing athletes and non-athletes of all ages, economic
backgrounds and levels of athletic proficiency the opportunity to
participate in sports and e-sports while fostering the enjoyment
and camaraderie of teamwork and perseverance, key components in
athletic competition and lifetime success. The organization is
based in Mesa, Ariz.
Legacy Cares sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02832) on May 1, 2023,
with $242,329,104 in assets and $366,719,676 in liabilities.
Douglas Moss, president of Legacy Cares, signed the petition.
Judge Daniel P. Collins oversees the case.
The Debtor tapped Henk Taylor, Esq., at Warner Angle Hallam Jackson
Formanek, PLC as bankruptcy counsel; Papetti Samuels Weiss
McKirgan, LLP and Slania Law, PLLC as special counsels; and Miller
Buckfire & Co., LLC and its affiliate, Stifel, Nicolaus & Co.,
Inc., as investment banker. Epiq Corporate Restructuring, LLC is
the noticing, claims and balloting agent.
The U.S. Trustee for Region 14 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Pachulski Stang Ziehl & Jones, LLP and AlixPartners, LLP serve as
the committee's legal counsel and financial advisor, respectively.
LOCKHART HOLDINGS: Case Summary & Three Unsecured Creditors
-----------------------------------------------------------
Debtor: Lockhart Holdings, LLC
340 Adams Street NE
#102
Washington DC 20002
Chapter 11 Petition Date: July 19, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00197
Debtor's Counsel: Steven H. Greenfeld, Esq.
LAW OFFICES OF STEVEN H. GREENFELD, LLC
325 Ellington Blvd., Box 610
Gaithersburg MD 20878
Tel: (301) 881-8300
Email: steveng@cohenbaldinger.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dabrielle Goodwin as managing member.
A copy of the Debtor's list of three unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WR2TNLI/Lockhart_Holdings_LLC__dcbke-23-00197__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WVPMJ5I/Lockhart_Holdings_LLC__dcbke-23-00197__0001.0.pdf?mcid=tGE4TAMA
LUCKY BUCKS: Seeks to Hire Epiq as Administrative Advisor
---------------------------------------------------------
Lucky Bucks, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Epiq
Corporate Restructuring, LLC as administrative advisor.
Epiq will render these services:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a Chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting,
and other administrative services.
The hourly rates of Epiq's professionals are as follows:
IT/Programming $65 – $85
Project Managers/Consultants/Directors $85 – $175
Solicitation Consultant $180
Executive Vice President, Solicitation $190
In addition, Epiq will seek reimbursement for expenses incurred.
Prior to the petition date, the Debtors provided Epiq a retainer in
the amount of $25,000.
Kate Mailloux, a senior director at Epiq, disclosed in a court
filing that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kate Mailloux
Epiq Corporate Restructuring, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Telephone: (917) 359-4553
Email: kmailloux@epiqglobal.com
About Lucky Bucks
Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital
skill-based COAM operator based in and incorporated under the laws
of the State of Georgia in the U.S. Its team has a combined 45
years of experience in the Georgia COAM industry.
After reaching a deal for a plan to equitize substantially all of
Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 23-10758) on June 9, 2023.
In the petition signed by James Boyden, executive vice president,
Lucky Bucks disclosed up to $500 million in assets and up to $1
billion in liabilities. As of the petition date, the Debtors have
outstanding funded debt obligations in the aggregate principal
amount of $610 million.
Judge Karen B. Owens oversees the case.
Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and
Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A.,
serve as the Debtors' legal counsel. Evercore Group L.L.C. is the
Debtors' investment banker while M3 Advisory Partners, L.P. is the
financial advisor. Epiq Corporate Restructuring, LLC, serves as the
Debtors' claims and noticing agent.
LUCKY BUCKS: Seeks to Hire Evercore Group as Investment Banker
--------------------------------------------------------------
Lucky Bucks, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Evercore
Group LLC as investment banker.
Evercore will provide these services:
(a) review and analyze the Debtors' businesses, operations,
and financial projections;
(b) assist management in evaluating strategic and financing
alternatives;
(c) facilitate extensive diligence for various parties in
interest;
(d) conduct meetings and extensive negotiations with various
parties in interest;
(e) solicit financing proposals from various parties in
interest and third parties;
(f) assist the Debtors in evaluating, negotiating, and
executing various financing transactions;
(g) advise the Debtors on restructuring strategies;
(h) assist in identifying potential acquirers, negotiating
with interested parties, and structuring a sale transaction;
(i) assist in evaluating, raising, and negotiating prepetition
and debtor-in-possession financing; and
(j) provide additional financial advice and investment banking
services in preparation for the filing of these Chapter 11 cases.
Evercore will be billed as follows:
(a) a monthly fee of $175,000;
(b) an amendment fee of $1,750,000 payable upon the
consummation of an amendment;
(c) a liability management fee, payable upon the consummation
of any Liability Management Transaction;
(d) a financing fee, payable upon consummation of any
financing and incremental to any amendment fee, liability
management fee, restructuring fee, and/or sale fee;
(e) a restructuring fee of $5,250,000;
(f) a fee upon closing of a sale; and
(g) reimbursement for expenses incurred.
Gregory Berube, a senior managing director at Evercore Group,
disclosed in a court filing that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Gregory Berube
Evercore Group LLC
55 East 52nd Street
New York, NY 10055
Telephone: (212) 857-3100
About Lucky Bucks
Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital
skill-based COAM operator based in and incorporated under the laws
of the State of Georgia in the U.S. Its team has a combined 45
years of experience in the Georgia COAM industry.
After reaching a deal for a plan to equitize substantially all of
Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 23-10758) on June 9, 2023.
In the petition signed by James Boyden, executive vice president,
Lucky Bucks disclosed up to $500 million in assets and up to $1
billion in liabilities. As of the petition date, the Debtors have
outstanding funded debt obligations in the aggregate principal
amount of $610 million.
Judge Karen B. Owens oversees the case.
Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and
Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A.,
serve as the Debtors' legal counsel. Evercore Group L.L.C. is the
Debtors' investment banker while M3 Advisory Partners, L.P. is the
financial advisor. Epiq Corporate Restructuring, LLC, serves as the
Debtors' claims and noticing agent.
LUCKY BUCKS: Seeks to Hire Milbank LLP as Bankruptcy Counsel
------------------------------------------------------------
Lucky Bucks, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Milbank LLP
as their counsel.
The firm will render these services:
(a) advise the Debtors with respect to their rights, powers,
and duties in the continued operation of their businesses and the
management of their properties;
(b) advise the Debtors in connection with a restructuring of
their financial obligations;
(c) advise and consult on the conduct of the Chapter 11
cases;
(d) advise the Debtors and take all necessary or appropriate
actions at the Debtors' direction with respect to protecting and
preserving their estates;
(e) provide advice, represent, and prepare necessary
documentation and pleadings and take all necessary or appropriate
actions in connection with litigation and claims against and by the
Debtors;
(f) represent the Debtors in obtaining authority to continue
using cash collateral and post-petition financing;
(g) advise the Debtors in connection with a possible sale of
all or substantially all or a subset of the Debtors' assets in
Chapter 11 and similar or related transactions;
(h) draft all necessary or appropriate pleadings necessary or
otherwise beneficial to the administration of the Debtors'
estates;
(i) advise the Debtors concerning the assumption, assignment,
and rejection of executory contracts and unexpired leases;
(j) appear before the court and any appellate courts to
represent the interests of the Debtors' estates;
(k) advise the Debtors regarding tax matters;
(l) take all necessary actions on behalf of the Debtors to
obtain approval of the disclosure statement and confirmation of the
plan;
(m) take all necessary or appropriate actions as may be
required in connection with the administration of the Debtors'
estates; and
(n) perform all other legal services in connection with these
cases as may be requested by the Debtors.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,495 - $2,045
Counsel $1,425 - $1,625
Associates $575 - $1,300
Paraprofessionals $300 - $450
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, Milbank has received payment from the
Debtors of approximately $7.75 million on account of invoices for
legal services.
Milbank also provided the following in response to the request for
additional information set forth in Paragraph D.1 of the U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, its standard billing arrangements for this engagement?
Answer: Milbank did not agree to a variation of its standard or
customary billing arrangements for this engagement.
Question: Do any of the professionals in this engagement vary
their rate based on the geographic location of the bankruptcy
case?
Answer: None of Milbank's professionals included in this
engagement have varied their rate based on the geographic location
of the Chapter 11 cases.
Question: If you represented the Debtors in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If its billing rates and material
financial terms have changed post-petition, explain the difference
and the reasons for the difference.
Answer: Milbank represented the Debtors in the one month prior to
the petition date. The billing rates and material financial terms
in connection with such representation have not changed
post-petition and will not change other than due to annual and
customary firm-wide adjustments to Milbank's hourly rates in the
ordinary course of Milbank's business.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Answer: Milbank is preparing a prospective budget and staffing
plan for its engagement which it intends to share with the Debtors.
Consistent with the U.S. Trustee Guidelines, the budget may be
amended as necessary to reflect changed or unanticipated
developments.
Tyson Lomazow, a partner in the Financial Restructuring Group of
Milbank LLP, disclosed in a court filing that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Tyson Lomazow, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Email: TLomazow@Milbank.com
About Lucky Bucks
Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital
skill-based COAM operator based in and incorporated under the laws
of the State of Georgia in the U.S. Its team has a combined 45
years of experience in the Georgia COAM industry.
After reaching a deal for a plan to equitize substantially all of
Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 23-10758) on June 9, 2023.
In the petition signed by James Boyden, executive vice president,
Lucky Bucks disclosed up to $500 million in assets and up to $1
billion in liabilities. As of the petition date, the Debtors have
outstanding funded debt obligations in the aggregate principal
amount of $610 million.
Judge Karen B. Owens oversees the case.
Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and
Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A.,
serve as the Debtors' legal counsel. Evercore Group L.L.C. is the
Debtors' investment banker while M3 Advisory Partners, L.P. is the
financial advisor. Epiq Corporate Restructuring, LLC, serves as the
Debtors' claims and noticing agent.
LUCKY BUCKS: Seeks to Hire Richards Layton & Finger as Counsel
--------------------------------------------------------------
Lucky Bucks, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards,
Layton & Finger, PA as co-counsel with Milbank, LLP.
The firm will render these services:
(a) assist in preparing necessary legal papers necessary to
commence these Chapter 11 cases;
(b) advise the Debtors of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
(c) take all necessary actions to protect and preserve the
Debtors' estates;
(d) assist with any sale or sales of assets;
(e) assist in preparing the Debtors' disclosure statement and
any related motions, pleadings, or others documents necessary to
solicit votes on any plan of reorganization;
(f) assist in preparing the Debtors' Chapter 11 plan;
(g) prosecute on behalf of the Debtors any proposed plan and
seek approval of all transactions contemplated therein and in any
amendments thereto; and
(h) perform all other necessary legal services in connection
with the prosecution of these Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Directors $995 - $1,325
Counsel $850 - $875
Associates $495 - $775
Paraprofessionals $375
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, the Debtors made total retainer
payments to the firm in the amount of $350,000.
The firm also provided the following in response to the request for
additional information set forth in Paragraph D.1 of the U.S.
Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives
to, its standard billing arrangements for this engagement?
Answer: The firm did not agree to a variation of its standard or
customary billing arrangements for this engagement.
Question: Do any of the professionals in this engagement vary
their rate based on the geographic location of the bankruptcy
case?
Answer: None of the firms' professionals, included in this
engagement, have varied their rate based on geographic location for
these Chapter 11 cases.
Question: If you represented the Debtors in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If its billing rates and material
financial terms have changed post-petition, explain the difference
and the reasons for the difference.
Answer: The firm has advised the Debtors in connection with their
restructuring efforts and in contemplation of these Chapter 11
cases since on or about March 27, 2023. The billing rates, except
for the firm's standard and customary periodic rate adjustments as
set forth above, and material financial terms have not changed
post-petition from the prepetition arrangement.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Answer: The firm, in conjunction with the Debtors, is developing
a prospective budget and staffing plan for these Chapter 11 cases.
Russell C. Silberglied, Esq., a director at Richards, Layton &
Finger, disclosed in a court filing that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Russell C. Silberglied, Esq.
David T. Queroli, Esq.
Matthew P. Milana, Esq.
Huiqi Liu, Esq.
Richards, Layton & Finger, PA
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: silberglied@rlf.com
queroli@rlf.com
milana@rlf.com
liu@rlf.com
About Lucky Bucks
Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital
skill-based COAM operator based in and incorporated under the laws
of the State of Georgia in the U.S. Its team has a combined 45
years of experience in the Georgia COAM industry.
After reaching a deal for a plan to equitize substantially all of
Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 23-10758) on June 9, 2023.
In the petition signed by James Boyden, executive vice president,
Lucky Bucks disclosed up to $500 million in assets and up to $1
billion in liabilities. As of the petition date, the Debtors have
outstanding funded debt obligations in the aggregate principal
amount of $610 million.
Judge Karen B. Owens oversees the case.
Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and
Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A.,
serve as the Debtors' legal counsel. Evercore Group L.L.C. is the
Debtors' investment banker while M3 Advisory Partners, L.P. is the
financial advisor. Epiq Corporate Restructuring, LLC, serves as the
Debtors' claims and noticing agent.
LUCKY BUCKS: Seeks to Tap M3 Advisory Partners as Financial Advisor
-------------------------------------------------------------------
Lucky Bucks, LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ M3 Advisory
Partners, LP as their financial advisor.
The firm will provide these services:
(a) supervise, and if necessary, assist the Debtors in the
development and administration of its short-term cash flow
forecasting and related methodologies, as well as its cash
management planning;
(b) provide such assistance as reasonably may be required by
management of the Debtors in connection with (i) development of its
business plan, (ii) any restructuring plans and strategic
alternatives intended to maximize enterprise value, and (iii) any
related forecasts that may be required by creditor constituencies
in connection with negotiations or by the Debtors for other
corporate purposes;
(c) supervise, and if necessary, assist the professionals who
are representing the Debtors in the reorganization process or who
are working for their various stakeholders to coordinate their
effort and individual work product to be consistent with their
overall restructuring goals;
(d) assist, if required, the Debtors in communications and
negotiations with their outside constituents;
(e) assist the Debtors in obtaining and presenting such
information as may be required by the parties in interest to the
Chapter 11 cases and bankruptcy processes that may be initiated by
the Debtors;
(f) provide such other services as are reasonable and
customary for a financial advisor in connection with the
administration and prosecution of a bankruptcy proceeding;
(g) provide such other services as are described in the
Engagement Letter; and
(h) provide such additional services as M3 and the Debtors
shall otherwise agree in writing.
The firm's professionals will be billed as follows:
Managing Partner $1,285
Senior Managing Director $1,155
Managing Director $970 - $1,100
Director $790 - $895
Vice President $710
Senior Associate $605
Associate $520
Analyst $415
In addition, the firm will seek reimbursement for expenses
incurred.
Prior to the petition date, M3 has received payment from the
Debtors of approximately $4,565,391.92 on account of invoices for
financial advisory services performed and expenses incurred.
Keshav Lall, a managing director at M3 Advisory Partners, disclosed
in a court filing that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Keshav Lall
M3 Advisory Partners, LP
1700 Broadway, 19th Floor
New York, NY 10019
Telephone: (212) 202-2200
Email: klall@m3-partners.com
About Lucky Bucks
Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital
skill-based COAM operator based in and incorporated under the laws
of the State of Georgia in the U.S. Its team has a combined 45
years of experience in the Georgia COAM industry.
After reaching a deal for a plan to equitize substantially all of
Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 23-10758) on June 9, 2023.
In the petition signed by James Boyden, executive vice president,
Lucky Bucks disclosed up to $500 million in assets and up to $1
billion in liabilities. As of the petition date, the Debtors have
outstanding funded debt obligations in the aggregate principal
amount of $610 million.
Judge Karen B. Owens oversees the case.
Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and
Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A.,
serve as the Debtors' legal counsel. Evercore Group L.L.C. is the
Debtors' investment banker while M3 Advisory Partners, L.P. is the
financial advisor. Epiq Corporate Restructuring, LLC, serves as the
Debtors' claims and noticing agent.
MAGENTA BUYER: BlackRock MSIT Marks $530,000 Loan at 25% Off
------------------------------------------------------------
BlackRock Multi-Sector Income Trust has marked its $530,000 loan
extended to Magenta Buyer LLC to market at $398,825 or 75% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in the BlackRock Trust's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
The BlackRock Trust is a participant in a 2021 USD Second Lien Term
Loan (3-mo. LIBOR US at 0.75% Floor + 8.25%) to Magenta Buyer LLC.
The loan accrues interest at 13.53% per annum. The loan matures on
July 27, 2029.
BlackRock Multi-Sector Income Trust (BIT) is registered under the
Investment Company Act of 1940, as amended. The Trust is registered
as a diversified, closed end management investment company. The
Trust is organized as a Delaware statutory trust.
Magenta Buyer LLC is a provider of cyber security software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MAGENTA BUYER: BlackRock MSIT Marks $795,000 Loan at 16% Off
------------------------------------------------------------
BlackRock Multi-Sector Income Trust has marked its $795,000 loan
extended to Magenta Buyer LLC to market at $667,489 or 84% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in the BlackRock Trust's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
The BlackRock Trust is a participant in a 2021 USD First Lien Term
Loan, (3-mo. LIBOR US at 0.75% Floor + 4.75%) to Magenta Buyer LLC.
The loan accrues interest at 10.03% per annum. The loan matures on
July 27, 2028.
BlackRock Multi-Sector Income Trust (BIT) is registered under the
Investment Company Act of 1940, as amended. The Trust is registered
as a diversified, closed end management investment company. The
Trust is organized as a Delaware statutory trust.
Magenta Buyer LLC is a provider of cyber security software that
derives revenue from the sale of security products, subscriptions,
SaaS, support and maintenance, and professional services.
MEDASSETS SOFTWARE: Credit Suisse Fund Marks Loan at 28% Off
------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $1,230,000 loan
extended to MedAssets Software Intermediate Holdings, Inc to market
at $880,129 or 72% of the outstanding amount, as of April 30, 2023,
according to a disclosure contained in Credit Suisse's Form N-CSR
report for the semi-annual period ended April 30, 2023, filed with
the Securities and Exchange Commission.
Credit Suisse HYBF is a participant in a Bank Loan (LIBOR 1M +
6.750%) to MedAssets Software Intermediate Holdings, Inc. The loan
accrues interest at 11.775% per annum. The loan matures on December
17, 2029.
The loan carries CCC‑ rating from S&P and Caa2 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.
Headquartered in Alpharetta, GA, MedAssets Software Intermediate
Holdings, Inc. (dba nThrive) provides healthcare revenue cycle
management software-as-a-service (Saas) solutions, including
patient access, charge integrity, claims management, contract
management, analytics and education.
MID-KANSAS REAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Mid-Kansas Real Estate Holdings L.C.
439 N McLean Blvd., Ste 208
Wichita, KS 67203
Business Description: The Debtor is a lessor of real estate.
Chapter 11 Petition Date: July 19, 2023
Court: United States Bankruptcy Court
District of Kansas
Case No.: 23-10709
Judge: Hon. Mitchell L. Herren
Debtor's Counsel: Nicholas R. Grillot, Esq.
HINKLE LAW FIRM LLC
1617 N. Waterfront Parkway, Suite 400
Wichita, KS 67206
Tel: 316-267-2000
Fax: 316-264-1518
Email: ngrillot@hinklaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rickey E. Hodge Jr. as manager.
The Debtor stated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VUK7XWQ/Mid-Kansas_Real_Estate_Holdings__ksbke-23-10709__0001.0.pdf?mcid=tGE4TAMA
MLCJR LLC: Committee Taps Huron Consulting as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of MLCJR LLC and its affiliates seeks approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Huron Consulting, LLC as financial advisor.
The firm will render these services:
(a) assist in the review of financial related disclosures
required by the court;
(b) assist with the assessment and monitoring of the Debtors'
short-term cash flow, liquidity, and operating results;
(c) assist with the review of the Debtors' proposed key
employee retention and other employee benefit programs;
(d) assist with the review of the Debtors' cost/benefit
analysis with respect to the affirmation or rejection of various
executory contracts and leases;
(e) assist with the review of the Debtors' identification of
potential cost savings;
(f) assist with review of any tax issues associated with, but
not limited to, claims/stock trading, preservation of net operating
losses, refunds due to the Debtors, plans of reorganization, and
asset sales;
(g) assist in the review of the claims reconciliation and
estimation process;
(h) assist in the review of other financial information
prepared by the Debtors;
(i) assist in the review of proposed controls and protocols,
with regard to intercompany activities;
(j) analyze intercompany account balances and transactions;
(k) attend meetings and assistance in discussions with the
Debtors, potential investors, banks, other secured lenders, the
committee, and any other official committees organized in these
Chapter 11 proceedings, the U.S. Trustee, other parties in interest
and professionals hired by the same, as requested;
(l) assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan and related
disclosure statement in these Chapter 11 proceedings;
(m) assist in the evaluation and analysis of avoidance
actions; and
(n) render such other general business consulting or such
other assistance as the committee or its counsel may deem
necessary.
The hourly rates of the firm's professionals are as follows:
Managing Director $975 - $1,315
Senior Director $950 - $950
Director $700 - $800
Manager $600 - $600
Associate $500 - $500
Analyst $325 - $500
In addition, the firm will seek reimbursement for expenses
incurred.
Ryan Bouley, a managing director at Huron Consulting, 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:
Ryan Bouley
Huron Consulting LLC
550 W. Van Buren St., #1700
Chicago, IL 60607
Telephone: (646) 675-7065
Email: rbouley@hcg.com
About MLCJR LLC,
Cox Operating et al.
Cox Operating L.L.C. -- https://coxoperating.com/ -- and several
affiliated entities including Cox Oil Offshore, L.L.C., Energy XXI
GOM, LLC, Energy XXI Gulf Coast, LLC, EPL Oil & Gas, LLC, M21K,
LLC, and MLCJR, LLC, a group of affiliated companies whose business
involves the extraction of offshore oil and gas in the Gulf of
Mexico. They are privately held entities indirectly owned by Cox
Investment Partners, LP, through Phoenix Petro Services LLC.
On May 12, 2023, certain trade creditors filed an involuntary
petition under Chapter 7 of the Bankruptcy Code against Cox
Operating (Bankr. E.D. La. Case No. 23-10734). The petitioning
creditors -- Keystone Chemical, LLC, et al. -- are represented by
the Slyvester Law Firm.
Cox Operating and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90328) on
May 14, 2023. The cases are jointly administered under In re MLCJR
LLC (Bankr. S.D. Tex. Lead Case No. 23-90324).
In the petitions signed by Craig Sanders, authorized person, the
Debtors disclosed up to $500 million in estimated assets and in
liabilities.
Judge Christopher Lopez oversees the Debtors' cases.
Lawyers at Latham & Watkins, LLP and Jackson Walker LLP represent
the Debtors as legal counsel. Moelis & Debtor LLC, led by its
managing director Bassam J. Latif, is the Debtors' investment
banker while Ryan Omohundro, a partner at Alvarez & Marsal North
America, LLC, serves as the Debtors' chief restructuring officer.
Kroll Restructuring is the claims and noticing agent.
Kelly Hart & Pitre LLP and Underwood Law Firm, P.C., serve as
counsel to Amarillo National Bank as Prepetition Lender and
Prepetition Collateral Agent.
Haynes and Boone LLP serves as counsel to BP Energy Debtor as
Prepetition Swap Party, and Houlihan Lokey, Inc. as its financial
advisor, and Looper Goodwine P.C. as its regulatory counsel.
On May 26, 2023, the Office of the United States Trustee appointed
an official committee of unsecured creditors. The committee tapped
White & Case as counsel and Huron Consulting LLC as its financial
advisor.
MODERN MEN: Amends Bridgewell Capital Secured Claims Pay
--------------------------------------------------------
Modern Men Developers LLC submitted an Amended Disclosure Statement
in conjunction with its Amended Plan of Reorganization dated July
17, 2023.
This Plan provides for distributions to the holders of allowed
claims from the sale of Real Estate commonly known as 7532 S.
Champlain Avenue, Chicago, Illinois 60619 ("The Champlain
Property").
The Debtor's Plan of Liquidation provides that Debtor shall list
the Champlain Property for sale with an agent approved by the
bankruptcy court within 30-days of the filing of this Plan of
Liquidation. All creditors will be paid from the proceeds of sale.
In general, the Debtor will pay Administrative Claims (One Class),
Impaired Secured Creditor (1 Claim), Impaired General Unsecured
Creditors (5 Claims). It is believed that all creditors shall
receive 100% of their allowed claim.
Class 1 consists of the claim of Bridgewell Capital LLC. Bridgewell
holds the perfected first mortgage on the real estate commonly
known as 7532 S. Champlain Avenue, Chicago, IL 60619 in the amount
of $195,763.88.
Debtor has listed the Champlain Property for sale with David Ali of
Hunter's Realty, Inc as approved by the bankruptcy court on July
12, 2023. Upon the Court's approval of a Motion to Sell the
Champlain Property, the secured claim of Bridgewell shall be paid
100% of its claim at the real estate closing of the Champlain
Property.
If the property does not sell on or before October 31, 2023, the
The Debtor shall offer, via a public auction the Champlain
property, free and clear of existing liens and security interests
to the extent provided for in section 363 of the Bankruptcy Code.
It is the Debtor's belief the property should sell at auction for
an amount greater than the Bridgewell's claim. If for any reason
the amount at auction is less than the secured claim of Bridgewell,
Bridgewell shall be allowed to credit bid to secure its
collateral.
Like in the prior iteration of the Plan, Class 2 General Unsecured
Claims total $43,183.40. The claims consisting of City of Chicago
Department of Law $1,037.17; City of Chicago Department of Law -
$12,817.40; T Mobile USA Inc. - $3,605.95; Peoples Gas Light and
Coke Company - $19,322.88; and Village of Maywood - $6,400.00 shall
be paid Pro Rata at closing on the Champlain Property subject to
the First Mortgage and unpaid administrative expenses. (Debtor
predicts all unsecured creditors shall be paid 100% of their
allowed claims). Class 2 is impaired.
The Debtor will make all payments upon the liquidation of the
Champlain Property.
A full-text copy of the Amended Disclosure Statement dated July 17,
2023 is available at https://urlcurt.com/u?l=Y8BqlZ from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Paul M. Bach, Esq.
Penelope N. Bach, Esq.
BACH LAW OFFICES, INC.
P.O. Box 1285
Northbrook, IL 60062
Tel: (847) 564-0808
About Modern Men Developers
Modern Men Developers LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 23-00147) on Jan. 5, 2023. The Debtor
is represented by Bach Law Offices, Inc.
MOSS CREEK: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) at 'B' for Moss Creek Resources Holdings, Inc. and Moss
Creek Resources, LLC. In addition, Fitch has affirmed Moss Creek
Resources, LLC's senior secured reserve-based lending facility at
'BB'/'RR1' and Moss Creek Resources Holdings, Inc.'s unsecured
notes at 'B'/'RR4'. The Rating Outlook is Stable.
The ratings reflect Moss Creek's Permian Basin asset base with high
liquids exposure, forecast positive FCF and improved liquidity,
which should result in mid-cycle gross leverage remaining below
1.5x. These factors are partially offset by the company's
relatively small production size, adequate 12-month hedge coverage,
and low proved developed producing (PDP) reserves.
KEY RATING DRIVERS
Permian Asset Base: Fitch believes Moss Creek's northern assets in
Borden County have some development and execution risk as the
acreage is less de-risked and well results could vary across the
region. Moss Creek's asset base consists of approximately 113,500
net acres in the Howard and Borden Counties of the Midland basin,
with opportunity for 11,000-plus laterals, given the blocky nature
of the acreage. The assets are liquids-oriented with production of
approximately 58 thousand barrels of oil equivalent per day
(mboepd), including roughly 74% liquids, in 1Q23. The company
assembled the assets through investments over the past eight years,
including one small tuck-in acquisition in 2023 and another small
acquisition in 2022 that were both funded through cash-on-hand.
Minimal legacy development on some of the acreage provides Moss
Creek the ability to utilize industry learnings to optimize
development patterning and completion across the delineated
formations. The Midland basin is well-developed, particularly the
Lower Spraberry and Wolfcamp A, which bodes well for expected well
results.
Smaller Producer: At YE 2022, Moss Creek has 297.4 million boe of
proved reserves and 1Q23 production of approximately 58mboepd. On
both a reserve and production basis, Moss Creek's size is
consistent with the 'B' rating category. Moss Creek's production
level is more important to its overall IDR, as smaller producers
typically have less resilience during weaker points in the
commodity cycle to maintain development plans and access to
capital.
Positive FCF and Improved Liquidity: Fitch believes Moss Creek will
generate positive FCF throughout the base case. The company is
forecast to generate $60 million in FCF in 2023 at Fitch's $75 WTI
price, which declines toward $30 million at Fitch long-term
mid-cycle price of $57 WTI. This positive FCF is expected to
support annual drill bit production growth in the low-to-mid single
digits. Management has the ability to scale back its rig count to
preserve liquidity in a weakened oil price environment given the
short-term nature of the company's rig contracts.
Moss Creek used positive FCF to repay approximately $424 million of
outstanding debt in 2022, which was primarily used to repay the
outstanding balance under the reserve-based lending (RBL) facility
and partly reduce the outstanding notes. The availability under the
RBL along with cash-on-hand of approximately $218 million at 1Q23
provides Moss Creek with liquidity of $1.1 billion. The bond
maturities are not until 2026 and 2027, providing the company with
extensive runway. This should further bolster liquidity since Fitch
expects Moss Creek to generate positive FCF over the forecast
period.
Adequate Near-Term Hedge Book: Fitch believes Moss Creek has
adequate hedge coverage, which partially protects the company in a
weakened commodity price environment in the near term. The company
has hedged approximately 40% of its expected 2023 oil production at
an average price of approximately $74 per bbl and approximately 30%
of its expected 2024 oil production at an average of approximately
$71/bbl. Moss Creek's credit agreement requires it to hedge 50% of
its projected oil production from PDP reserves for each of the
first three quarters of 2023 and then maintain a rolling hedge
requirement of 50% of its projected oil PDP for 24 months. The
company's hedge coverage is expected to increase in the near term.
Sub-1.5x Leverage Profile: Fitch forecasts Moss Creek's leverage to
be approximately 1.3x in 2023 at its $75 per barrel (bbl) West
Texas Intermediate (WTI) price assumption and remain under this
level for the remainder of the forecast. This is aligned with
management's target to maintain a conservative leverage profile
with ample RBL availability. Moss Creek reduced total debt in 2022
to approximately $1.1 billion from $1.6 billion with repayment on
its RBL facility and partial repayment of the notes.
DERIVATION SUMMARY
Moss Creek is a relatively small, growth-oriented operator with
average daily production of approximately 58.0 mboepd in 1Q23. The
company is larger than Howard County peer HighPeak Energy, Inc.
(B/Stable; 37.2 mboepd in 1Q23) but smaller than Permian peer
Matador Resources Company (BB-/Stable; 106.7 mboepd), Earthstone
Energy, Inc. (B+/Stable; 104.4 mboepd), and Callon Petroleum
Company (B+/Stable; 99.8 mboepd).
Moss Creek's 1Q23 Fitch-calculated unhedged cash netback of
$40.70/boe is higher than that of Callon, Earthstone, Matador and
CrownRock, but below HighPeak's unhedged cash netback of
$44.50/boe. Moss Creek's unhedged cash netbacks level is partially
offset by higher than average operating costs of $15.10/boe, which
is among the highest of the peer group.
The company's leverage remains consistent with the Permian peer
average in 1Q23, with Fitch forecast EBITDA leverage of less than
1.5x at Fitch's long-term price assumptions.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
Include
-- WTI prices of $75/bbl in 2023, $70/bbl in 2024, $65/bbl in
2025, $60/bbl in 2026 and $57/bbl thereafter;
-- Henry Hub natural gas prices of $3.00/mcf in 2023, $3.50/mcf in
2024, $3.00/mcf in 2025, and $2.75/mcf thereafter;
-- Average production of 56.3 Mboepd in 2023 followed by low to
mid-single digit growth thereafter;
-- Capex of $680 million in 2023 reducing to $550 million in the
outer years of the forecast;
-- No additional M&A following the small tuck-in acquisition in
1Q23;
-- Excess cash used for debt repayments.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Moss Creek would be reorganized
as a going concern in bankruptcy rather than liquidated.
Fitch has assumed a 10% administrative claim and 100% draw on the
RBL facility ($935 million).
Going-Concern (GC) Approach
-- Moss Creek's GC EBITDA assumption reflects Fitch's projections
under a stressed case price deck, which assumes WTI oil prices of
$65/bbl in 2023, $47/bbl in 2024, $32/bbl in 2025, $42/bbl in 2026
and $45/bbl in 2027.
-- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level on which it bases the enterprise
valuation, which reflects the decline from current pricing levels
to stressed levels, and then a partial recovery in 2026-2027 after
coming out of a troughed pricing environment. Fitch believes that a
lower-for-longer price environment combined with continued
aggressive growth and consequent RBL-funded capital outspend and
liquidity erosion could pose a plausible bankruptcy scenario for
Moss Creek.
-- An EV multiple of 3.25x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
-- The historical bankruptcy case study exit multiples for peer
companies ranged from 2.8x to 7.0x, with an average of 5.2x and a
median of 5.4x;
-- Although the Permian basin assets are considered valuable,
there is a perceived increased risk some of the acreage is less
developed.
Liquidation Approach
The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
process conducted during a bankruptcy or insolvency proceeding and
distributed to creditors.
Fitch considers valuations such as SEC PV-10 and M&A transactions
for each basin, including multiples for production per flowing
barrel, proved reserves valuation, value per acre and value per
drilling location. Fitch assumed the lower production per flowing
barrel-based valuation estimate to be the most conservative.
RBL is assumed to be fully drawn upon default, given the company's
hedge position as well as Fitch's expectation that production
growth would likely offset the risk of price-linked borrowing base
reduction. The RBL is senior to the unsecured notes in the
waterfall.
The allocation of value in the liability waterfall results in
recovery corresponding to 'RR1' for the senior secured RBL facility
of $935 million and 'RR4' for the senior unsecured notes of
approximately $1.1 billion, which is consistent with Fitch's
Corporates Recovery Ratings and Instrument Ratings Criteria.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Organic and/or M&A growth leading to production sustained over
70Mboped while maintaining unit costs;
-- Continued de-risking and operational momentum in the Permian
that results in a maintenance of economic drilling inventory and
proved reserves;
-- Mid-cycle EBITDA leverage sustained below 2.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A shift to negative FCF contributing to diminished liquidity or
significant utilization of revolver;
-- Loss of operational momentum resulting in annual production
sustained below 40Mboepd or materially increasing production
costs;
-- Mid-cycle EBITDA leverage sustained above 3.0x.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Moss Creek maintains a conservative financial
policy and consistently keeps unrestricted cash on the balance
sheet. At 1Q23, liquidity consisted of $218.4 million of cash on
its balance sheet and full availability of borrowing capacity under
the $935 million RBL facility less $15.1 million of outstanding
letters of credit. With these characteristics and consistently
positive FCF, Fitch expects Moss Creek will maintain adequate
liquidity throughout the rating case.
Simple Debt Structure and Long-Dated Maturities: As of 1Q23, the
company's debt consisted of a senior secured RBL facility, a $680
million, 7.5% unsecured note that matures in January 2026 and a
$451 million, 10.5% unsecured note that matures in May 2027. Both
unsecured notes have a bullet repayment at maturity. It has no
near-term maturities; the RBL maturity is in October 2025.
The floating rate RBL facility has a borrowing base subject to
semi-annual redeterminations. At the most recent redetermination in
April 2023, the company borrowing base was reduced to $1.5 billion
from $1.75 billion and elected to keep the facility at $935
million. At 1Q23, only $15.1 million of letters of credit was
outstanding.
ISSUER PROFILE
Moss Creek is an independent energy exploration and production
company operating in the Midland Basin of the Permian in west
Texas. Its assets consist of approximately 113,500 largely
contiguous net acres in Howard and Borden counties with an average
working interest of 75%.
ESG CONSIDERATIONS
Moss Creek has an ESG Relevance Score of '4' for energy management
that reflects the company's cost competitiveness and financial and
operational flexibility due to scale, business mix, and
diversification. This factor has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - 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.
NEW BEGINNING: Amends Plan to Include Several Secured Claims Pay
----------------------------------------------------------------
New Beginning Missionary Baptist Church, Inc., submitted an Amended
Disclosure Statement describing Amended Plan of Reorganization
dated July 17, 2023.
Since filing this case, the Debtor's has continued to operate its
business and manage its financial affairs.
The Debtor's filed this current Chapter 11 case to restructure the
mortgage and lien encumbering the Debtor's sole property with a
mailing address of located at 2125 Northwest 155 Street, Miami
Gardens, Florida 33054 (the "Property" or "Church") which consists
of 3 contiguous improved parcels.
Monthly operating reports for March 2023 through May 2023 show the
Debtor's ability to fund the contemplated Plan payments after
deductions for the carrying costs of the Church. The Debtor
currently estimate that it owes $820,834.99 in secured mortgages,
liens and encumbrances on the Property. There is only one allowed
unsecured claim filed by Quigar Electric, Inc. for $8,929.58.
Class 3 consists of the Secured Claim of the Miami-DadeTax
Collector in the sum of $93.64 plus statutory interest at 18%
secured by a statutory lien under Florida state law. On the
Effective Date, the Debtor shall commence making payments in the
sum of $16.90 per month including principal and interest for 36
months. Class 3 is impaired under the Plan.
Class 4 consists ofthe Secured Claim of Quality Holdings of America
in the sum of $150.11 plus statutory interest at 14.75% secured by
a tax certificate. On the Effective Date, the Debtor shall commence
making payments in the sum of $22.30 per month including principal
and interest for 36 months. Class 4 is impaired under the Plan.
Class 5 consists of the Secured Claim of Benjamin Fleck in the sum
of $145.63 plus statutory interest at 18% secured by a tax
certificate. On the Effective Date, the Debtors shall commence
making payments in the sum of $26.28 per month including principal
and interest for 36 months. Class 5 is impaired under the Plan.
Like in the prior iteration of the Plan, Debtor shall commence
making payments for Class 6 Unsecured Claim of Quigar Electric in
the sum of $248.03 per month with no interest for 36 months.
The Plan payments will be made from the Debtor's disposable income
over the 3-year Plan life as calculated from the Debtor's projected
income and expenses.
A full-text copy of the Amended Disclosure Statement dated July 17,
2023 is available at https://urlcurt.com/u?l=540KTV from
PacerMonitor.com at no charge.
Attorney for Debtor:
Peter Spindel, Esq.
Peter Spindel, Esq., PA
5775 Blue Lagoon Dr., Ste. 300
Miami, FL 33126
Telephone: (786) 355-4631
Email: peterspindel@gmail.com
About New Beginning Missionary Baptist Church
New Beginning Missionary Baptist Church, Inc., a religious
organization in Miami Gardens, Fla., sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-11933) on March 13, 2023. In the petition signed by its chief
executive officer, Eric Readon, the Debtor disclosed up to $10
million in assets and up to $1 million in liabilities.
Judge Robert A. Mark oversees the case.
Peter Spindel, Esq., at Peter Spindel, Esq., PA, serves as the
Debtor's counsel.
O'DAR GROUP: Unsecureds Will Get 100% in Liquidating Plan
---------------------------------------------------------
O'Dar Group, LLC, filed with the U.S. Bankruptcy Court for the
Western District of New York a Small Business Plan of Liquidation
dated July 17, 2023.
The Debtor is a privately-owned limited liability company, with its
principal place of business in Derby, New York and its principal
assets located in Erie County. The Debtor is in the business of
owning and developing real property.
On May, 2019 the Debtor acquired 6873 Delamater Road, Derby, New
York ("Delamater Road") for purposes of rehabilitating the subject
revenue-generating property and quickly reselling it for profit
(hereinafter referred to as "house flipping"). Said property was
acquired with the assistance of financing from Lima One Capital,
LLC, a lender well versed in short-term lending for house flipping
purposes.
The primary purpose of filing the case was to seek the assistance
of the United States Bankruptcy Court to allow the Debtor an
opportunity to complete renovations, list the property for sale,
realize the full market value of the Property, and payoff all
creditors, including Lima, in full.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the anticipated sale of Delamater Road (the "Closing").
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar (i.e., 100% of their
Claim). Although such claim(s) are not contemplated, this Plan also
provides for the payment of administrative and priority claims to
the extent necessary.
Class 2 consists of Unsecured claims. The holders of Allowed Class
2 Unsecured Claims shall receive, in full and final satisfaction,
100% of their allowed claim upon, or within 30 days, of the
Closing. The allowed unsecured claims total $500-1,000. This Class
will receive a distribution of 100% of their allowed claims. The
Class 2 is Impaired by the Plan.
Class 3 consists of Lima One Capital, LLC, Erie County Real
Property, and any other claims secured by Delamater Road that are
identified prior to Closing. The holders of Allowed Class 3 Claims
shall receive, in full and final satisfaction, 100% of their
allowed claim upon, or within 30 days, of the Closing. The Class 3
is Impaired by the Plan.
Class 4 consists of Equity security holders of the Debtor. Class 4
is unimpaired by this Plan, and each holder of a Class 4 Equity
Security interest will retain said interest; said interest will
vest upon the Effective Date.
Throughout the pendency of the bankruptcy, the Debtor has continued
to rehabilitate the Property and the majority of the Debtors
efforts have been on brokering the sale of the 6873 Delamater Road
Derby, New York. The Debtor is in the process of vetting real
estate agents and anticipates engage a professional to assist in
the marketing/sale of real property. The undersigned anticipates an
offer for the purchase of the aforementioned property for $250,000
with a projected closing date on or before December 31, 2023.
A full-text copy of the Liquidating Plan dated July 17, 2023 is
available at https://urlcurt.com/u?l=psOatA from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Michael A. Weishaar, Esq.
Gleichenhaus, Marchese & Weishaar, P.C.
43 Court Street 930 Convention Tower
Buffalo, NY 14202
Phone: 716-845-6446
Email: rbg_gmf@hotmail.com
About O'Dar Group
O'Dar Group, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 23-10349) on April
18, 2023, with $100,001 to $500,000 in both assets and
liabilities.
Judge Carl L. Bucki oversees the case.
Michael A. Weishaar, Esq., at Gleichenhaus, Marchese & Weishaar,
P.C., represents the Debtor as counsel.
ORLANDO RESERVOIR NO. 2: Case Summary & 17 Unsecured Creditors
--------------------------------------------------------------
Debtor: The Orlando Reservoir No. 2 Company, LLC
999 18th Street, Suite 3000
Denver, CO 80202
Chapter 11 Petition Date: July 19, 2023
Court: United States Bankruptcy Court
District of Colorado
Case No.: 23-13178
Debtor's Counsel: K. Jamie Buechler, Esq.
BUECHLER LAW OFFICE, LLC
999 18th Street, Suite 1230
Denver, CO 80202
Tel: 720-381-0045
Email: jamie@kjblawoffice.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Greg Harrington as CEO/interim CFO.
A copy of the Debtor's list of 17 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZOWWNDA/The_Orlando_Reservoir_No_2_Company__cobke-23-13178__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZGTLU5Y/The_Orlando_Reservoir_No_2_Company__cobke-23-13178__0001.0.pdf?mcid=tGE4TAMA
OXBOW PROPERTIES: Seeks to Hire AR Law Partners as Legal Counsel
----------------------------------------------------------------
Oxbow Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Arkansas to employ as AR Law Partners,
PLLC as bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the organization and management of its property;
(b) prepare legal papers; and
(c) perform all other necessary legal services for the
Debtor.
The hourly rates of the firm's counsel and staff are below:
Vanessa Cash Adams $310
Support Staff $85
The firm also requires a retainer of $6,300.
Vanessa Cash Adams, Esq., an attorney at AR Law Partners, 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:
Vanessa Cash Adams, Esq.
AR Law Partners, PLLC
Plaza West Building
415 N. McKinley Street, Suite 830
Little Rock, AR 72205
Telephone: (501) 710.6500
Facsimile: (501) 710.6336
Email: vanessa@arlawpartners.com
About Oxbow Properties
Oxbow Properties LLC -- https://oxbowlakevillage.com/ -- owns
equitable interest in a property located at 4589 HWY 82, Lake
Village, AR 71653, also known as The Osbow. The current value of
the Debtor's interest is $1.2 million.
Oxbow Properties LLC sought relief under Subchapter V of the U.S.
Bankruptcy Code (Bankr. E.D. Ark. Case No. 23-11932) on June 25,
2023. In the petition filed by William Shelton, as member, the
Debtor reports total assets of $1,240,950 and total liabilities of
$10,499.
Judge Phyllis M. Jones oversees the case.
Vanessa Cash Adams, Esq., at AR Law Partners, PLLC represents the
Debtor as counsel.
PARADOX RESOURCES: Taps Evercore Group as Investment Banker
-----------------------------------------------------------
Paradox Resources, LLC and its affiliates received approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Evercore Group, LLC as their investment banker.
The firm's services include:
(a) reviewing and analyzing the Debtors' business, operations
and financial projections;
(b) assisting in the development, preparation and
implementation of a marketing plan;
(c) advising and assisting the Debtors in a sale transaction
if the Debtors determine to undertake such a transaction;
(d) if the Debtors pursue a sales transaction, assisting the
Debtors in:
(i) structuring and effecting a sale transaction;
(ii) identifying and, at the Debtors' request, contacting
interested parties or potential acquirors; and
(iii) negotiating with interested parties or potential
acquirors and aiding in the consummation of a sale transaction.
(e) performing other investment banking services.
The firm will be compensated as follows:
a) A retainer fee of $50,000 due monthly or the payment of an
aggregate retainer fee of $150,000.
b) A fee payable upon consummation of any sale transaction
equal to 1.5 percent of aggregate consideration, provided that in
no event will the sale fee be in an amount less than $750,000.
Robert Pacha, senior managing director at Evercore, 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:
Robert A. Pacha
Evercore Group, LLC
2 Houston Center at 909 Fannin
Houston, TX 77010
Tel: +1 713-403-2440
About Paradox Resources
Paradox Resources, LLC is a Houston-based integrated energy company
that now owns multiple producing oil and gas fields.
Paradox Resources sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texsa Lead Case No. 23-90558) on May
22, 2023. In the petition signed by its chief executive officer,
Todd A. Brooks, the Debtor disclosed $50 million to $100 million
in
both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtor tapped Okin Adams Bartlett Curry, LLP as legal counsel;
Stout Risius Ross, LLC as restructuring advisor; and Evercore
Group, LLC as investment banker. Donlin, Recano & Co., Inc. is the
notice, claims and balloting agent.
PEACE EQUIPMENT: Court OKs Cash Collateral Access Thru Aug 18
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
McAllen Division, authorized Peace Equipment LLC to use cash
collateral on an interim basis in accordance with the budget, with
a 5% variance, through August 18, 2023.
The Debtor requires the use of cash collateral to meet the ordinary
cash needs.
Commercial Credit Group, Corporate Service Corp., Pathward
Financial, Inc. f/k/a Crestmark TPG, LLC, CT Corporate System,
Mulligan Funding (Corporate Service Corp.), Northeast Bank, Vox
Funding (Corporate Service Corp), TBK, Paccar Financial,
TransLease, Inc., Balboa Capital and BMO Harris Bank, N.A. have
UCC-1 financing statements filed against the Debtor.
As of the Petition Date, the Debtor owed funds to the Secured
Lenders for various loans.
The Debtor has changed its lender for its post-petition accounts to
Gulf Coast Bank & Trust Company d/b/a Phoenix Capital Group.
Pursuant to the terms of the DIP Factoring Agreement, Phoenix is
purchasing accounts and making advances to the Debtor.
The Debtor is directed pay to each of these adequate protection
payments:
a. TBK Bank, SSB
The Debtor will pay to TBK Bank, FSB on or before July 31,
2023, the amount of $4,750 relative to one 2021 Kenworth W990
tractor, one 2021 Kenworth T680 tractor, two 2021 Utility
Refrigerated Trailers with Carrier Units and three 2022 Utility
Refrigerated Trailers with Carrier Units.
b. Commercial Credit Group
The Debtor will pay to Commercial Credit Group the amount
of $7,595 on or before July 31, 2023, for one 2018 Utility VS2RA
refrigerated trailer with Carrier unit; three 2019 Utility VS2RA
refrigerated trailers with Carrier units; one 2020 Utility
refrigerated trailer with Carrier unit; one 2022 Utility
Refrigerated Trailer with Carrier unit; one 2017 Kenworth T660
sleeper tractor; three2019 Kenworth T680 sleeper tractors; one 2020
Kenworth T680 sleeper tractor; and one 2019 Kenworth W900 sleeper
tractor.
c. Paccar Financial
The Debtor will pay to Paccar Financial the amount of
$3,495 on or before July 31, 2023, for one Kenworth 2020 T680
tractor, one 2021 Kenworth W990 tractor and for one 2023 Kenworth
T680 tractor.
d. TransLease
The Debtor will pay to TransLease the amount of $1,170 on
or before July 31, 2023 for one 2022 Kenworth T680 tractor.
The Secured Lenders are granted postpetition liens against the same
types of property of the Debtor, to the same validity, extent and
priority, as existed as of the Petition Date, wherever located,
effective nunc pro tunc as of the Petition Date. The liens will be
deemed for all purposes to have been properly perfected, without
filing, as of the Petition Date.
These events constitute an "Event of Default":
(i) The Debtor violates or fails to timely satisfy,
post-petition, any term or condition of the Agreed Order;
(ii) A Chapter 11 trustee or examiner is appointed without the
consent of any Secured Creditor (except for the subpart V
trustee);
(iii) The Debtor sells or encumbers any item of property subject
to the Secured Creditors liens (including, without limitation, the
cash collateral), without the prior written consent of such Secured
Creditors or court authorization, except for those accounts
receivable sold to Phoenix;
(iv) The Debtor's Chapter 11 proceeding is converted to a
Chapter 7 proceeding or dismissed; or
(v) Insurance required under the loan agreements is allowed
tolapse by the Debtor, or is otherwise terminated.
The Debtor will, at all times, maintain insurance on the Equipment
Collateral as is required under the loan agreements for each
Secured Creditor with one or more insurance companies and will name
the Secured Lenders for each of the Equipment Collateral as
additional insured and loss payee on the insurance policies.
To the extent the Replacement Liens previously provided to CCG and
TBK prove inadequate to protect CCG and TBK from a demonstrated
diminution in the value of its collateral from the Petition Date,
then CCG and TBK are granted an administrative expense claim under
11 U.S.C. section 503(b) with priority in payment under 11 U.S.C.
section 507(b).
A further hearing on the matter is set for August 18, at 10 a.m.
A copy of the Court's order is available at
https://urlcurt.com/u?l=zzi8HR from PacerMonitor.com.
A copy of the budget is available at https://urlcurt.com/u?l=AH7SYs
from PacerMonitor.com.
The Debtor projects $482,400 in total revenue and $457,834 in total
expenses for 30 days.
About Peace Equipment, LLC
Peace Equipment, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24,
2023. In the petition signed by Alejandro G. Mascorro, president,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Eduardo V. Rodriguez oversees the case.
Reese W. Baker, Esq., at Baker and Associates, represents the
Debtor as legal counsel.
PECF USS INTERMEDIATE: BlackRock MSIT Marks Loan at 18% Off
-----------------------------------------------------------
BlackRock Multi-Sector Income Trust has marked its $606,000 loan
extended to PECF USS Intermediate Holding III Corp to market at
$496,436 or 82% of the outstanding amount, as of April 30, 2023,
according to a disclosure contained in the BlackRock Trust's Form
N-CSR report for the semi-annual period ended April 30, 2023, filed
with the Securities and Exchange Commission.
The BlackRock Trust is a participant in a Term Loan B (3‑mo.
LIBOR US at 0.50% Floor + 4.25%) to PECF USS Intermediate Holding
III Corp. The loan accrues interest at 9.54% per annum. The loan
matures on December 15, 2028.
BlackRock Multi-Sector Income Trust (BIT) is registered under the
Investment Company Act of 1940, as amended. The Trust is registered
as a diversified, closed end management investment company. The
Trust is organized as a Delaware statutory trust.
PECF USS Intermediate Holding III Corporation is the issuing entity
for a debt extended to United Site Services Inc., a provider of
portable sanitation and related site services.
PES HOLDINGS: 97% Markdown for Credit Suisse Fund's $2.6M Loan
--------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $2,683,000 loan
extended to PES Holdings, LLC to market at $78,826 or 3% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in Credit Suisse's Form N-CSR report for the semi-annual
period ended April 30, 2023, filed with the Securities and Exchange
Commission.
Credit Suisse HYBF is a participant in a Bank Loan (3.000% Payment
In Kind) to PES Holdings, LLC. The loan accrues interest at 3% per
annum. The loan matures on December 31, 2024.
"Bond is currently in default," Credit Suisse HYBF disclosed.
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.
Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex. The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia.
PGX HOLDINGS: Affiliate Taps Pachulski as Conflicts Counsel
-----------------------------------------------------------
PGX Holdings, Inc., and affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Pachulski
Stang Ziehl & Jones, LLP.
Pachulski will serve as conflicts counsel for John C. Heath,
Attorney at Law, PC, one of the debtor-affiliates.
The firm's services include:
a. advising John C. Heath in connection with any matters where
the firm may be adverse to the other Debtors;
b. appearing in court;
c. monitoring the docket for filings and consulting John C.
Heath on pending matters that need responses; and
d. working with the Debtors' other professionals to prevent
duplication of efforts in the course of advising John C. Heath as
conflicts counsel.
Pachulski will be paid at these rates:
Partners $995 to $1,995 per hour
Of Counsel $875 to $1,525 per hour
Associates $725 to $895 per hour
Paraprofessionals $495 to $545 per hour
In response to the request for additional information set forth in
Paragraph D.1 of the Fee Guidelines, Pachulski provided the
following information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments or
discounts offered during the 12 months prepetition. If your billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Response: The material financial terms for the pre-bankruptcy
engagement remained the same as the engagement was hourly-based
subject to economic adjustment. The billing rates and material
financial terms for the post-petition period remain the same as the
pre-bankruptcy period subject to an annual economic adjustment. The
standard hourly rates of Pachulski are subject to periodic
adjustment in accordance with the firm's practice.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: The Debtors and Pachulski expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional disclosures,
recognizing that in the course of these large Chapter 11 cases,
there may be unforeseeable fees and expenses that will need to be
addressed by the Debtors and PSZ&J.
Laura Davis Jones, Esq., a partner at Pachulski, disclosed in a
court filing that her firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Laura Davis Jones, Esq.
Pachulski Stang Ziehl & Jones LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PGX HOLDINGS: Gets OK to Hire 'Ordinary Course' Professionals
-------------------------------------------------------------
PGX Holdings, Inc. and affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire professionals
utilized in the ordinary course of business.
The "ordinary course" professionals include:
-- Alexander, Borovicka & O'Shea Govt Solutions
Lobbyist - Illinois legislation re. credit repair policy
-- CBIZ MHM, LLC
Accounting Services - Tax preparer
-- Christensen & Jensen PC
Legal Services - Local counsel for CFPB litigation
-- Emergent DC LLC
Lobbyist - Federal legislation & credit repair policy
-- Foley & Lardner, LLP
Legal Services - Email, privacy, and phone compliance &
litigation
-- Kegler Brown Hill & Ritter
Legal Services - State legislation issues & credit repair
policy
-- Littlefield & Peterson
Legal Service - Employment immigration counsel
-- MacMurray & Shuster LLP
Legal Services - Regulatory practice counsel & litigation
re. credit repair organization act
-- Miller Friel, PLLC
Legal Service - Insurance coverage counsel
-- Seyfarth Shaw LLP
Legal Services - Employment policy, litigation, & ERISA
counsel
-- Traveller & Company
Accounting Services - 401K Plan Auditors
-- Troutman Sanders LLP
Legal Services - Compliance counsel, telephone related
litigation
-- Wallace Tax Services, LLC
Accounting Services - Tax
-- Weil, Gotshal & Manges, LLP
Legal Services - Minority shareholder and records request
claims counsel
-- Workman Nydegger
Legal Services - Intellectual Property, Patients, TM
registration, litigation, and defense
-- BKD, LLP
Accounting Services - Tax preparer
-- Emergent DC LLC
Lobbyist - Federal legislation & credit repair policy
-- Foley & Lardner, LLP
Legal Services - Email, privacy, and phone compliance &
litigation
-- Kegler Brown Hill & Ritter
Legal Services - State legislation issues & credit repair
policy
-- Kipp & Christian PC
Legal Service - Utah rules of professional
responsibilities
-- Seyfarth Shaw LLP
Legal Services - Employment policy, litigation, & ERISA
counsel
-- Traveller & Company
Accounting Services - 401K Plan Auditors
-- Troutman Sanders LLP
Legal Services - Compliance counsel, telephone related
litigation
The fee cap (excluding costs and disbursements) for each OCP is
$80,000 per month.
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PGX HOLDINGS: Gets OK to Hire Alvarez & Marsal as Financial Advisor
-------------------------------------------------------------------
PGX Holdings, Inc. and affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Alvarez &
Marsal North America, LLC as their financial advisor.
The firm's services include:
(a) assistance in evaluation of the Debtors' current business
plan and in preparation of a revised operating plan and cash flow
forecast and presentation of such plan and forecast to the Debtors'
Board of Directors and its creditors;
(b) assistance in identification of cost reduction and
operations improvement opportunities;
(c) assistance in the development and management of a 13-week
cash flow forecast;
(d) assistance in financing issues including assistance in
preparation of reports and liaison with creditors;
(e) report to the Board as desired or directed by the
responsible officer;
(f) assistance to the Debtors in the preparation of
financial-related disclosures required by the court, including the
Debtors' schedules of assets and liabilities, statements of
financial affairs and monthly operating reports;
(g) assistance to the Debtors with information and analyses
required pursuant to the Debtors' debtor-in-possession financing;
(h) assistance with the identification and implementation of
short-term cash management procedures;
(i) advisory assistance in connection with the development and
implementation of key employee compensation and other critical
employee benefit programs;
(j) assistance with the identification of executory contracts
and leases and performance of cost/benefit evaluations with respect
to the affirmation or rejection of each;
(k) assistance to Debtors' management team and counsel focused
on the coordination of resources related to the ongoing
reorganization effort;
(l) assistance in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, analysis of various asset and liability
accounts, and analysis of proposed transactions for which court
approval is sought;
(m) attendance at meetings and assistance in discussions with
potential investors, banks, and other secured lenders, any official
committee(s) appointed in these Chapter 11 cases, the Office of the
United States Trustee, other parties in interest and professionals
hired by same, as requested;
(n) analysis of creditor claims by type, entity, and
individual claim, including assistance with development of
databases, as necessary, to track such claims;
(o) assistance in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization in these
Chapter 11 Cases, including information contained in the disclosure
statement;
(p) assistance in the evaluation and analysis of avoidance
actions, including fraudulent conveyances and preferential
transfers;
(q) assistance in the analysis or preparation of information
necessary to assess the tax attributes related to the confirmation
of a plan of reorganization in these Chapter 11 Cases, including
the development of the related tax consequences contained in the
disclosure statement;
(r) litigation advisory services with respect to accounting
and tax matters, along with expert witness testimony on case
related issues as required by the Debtors; and
(s) rendering such other general business consulting or such
other assistance as Debtors' management or counsel may deem
necessary consistent with the role of a financial advisor to the
extent that it would not be duplicative of services provided by
other professionals in this proceeding.
Alvarez & Marsal will charge these hourly fees:
Managing Directors $1,025 - $1,375
Directors $775 - $975
Analysts/Associates $425 - $775
The firm received $250,000 as a retainer.
Matthew Henry, managing director at Alvarez & Marsal, 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:
Matthew Henry
Alvarez & Marsal Holdings, LLC
2029 Century Park East,Suite 2060
Los Angeles, CA 90067
Phone: ++1 310 975 2684
Fax: +1 310 975 2601
Email: mhenry@alvarezandmarsal.com
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PGX HOLDINGS: Gets OK to Hire Kurtzman as Administrative Agent
--------------------------------------------------------------
PGX Holdings, Inc., and affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Kurtzman
Carson Consultants, LLC as their administrative agent.
The Debtors require an administrative agent to:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and preparation of any related reports in
support of confirmation of a Chapter 11 plan, and process requests
for documents;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide other processing, solicitation, balloting, and
administrative services.
The firm will be paid a retainer in the amount of $50,000.
Evan Gershbein of Kurtzman 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:
Evan Gershbein
Kurtzman Carson Consultants LLC
222 N. Pacific Coast Highway, 3rd Floor
El Segundo, CA 90245
Tel: (310) 823-9000
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PGX HOLDINGS: Seeks to Hire Greenhill & Co. as Investment Banker
----------------------------------------------------------------
PGX Holdings, Inc., and affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Greenhill &
Co., LLC.
The Debtors require an investment banker to:
a. review and analyze the Debtors' assets and the historical
financial performance of the Debtors, including their liquidity;
b. analyze the Debtors' financial results and key operating
performance indicators;
c. review and analyze the business plan and financial
projections prepared by the Debtors;
d. evaluate the Debtors' potential debt capacity in light of
their projected cash flows;
e. assist in the determination of an appropriate capital
structure for the Debtors and their affiliates;
f. assist in the determination of a range of values for the
Debtors as a going concern;
g. assist the Debtors in raising, structuring and effecting
new debt, equity or other securities, including, but not limited
to, bridge, debtor-in-possession or exit financing;
h. assist in evaluating strategic alternatives of the Debtors
and develop transaction frameworks;
i. provide advice and coordinate with management and counsel
to develop a strategy for any transaction and other transactions,
as applicable and mutually agreed by the Debtors and Greenhill;
j. provide financial advice and assistance to the Debtors in
structuring any new securities, other consideration or instruments
to be offered or issued in connection with a transaction;
k. assist the Debtors and their other professionals in
reviewing the terms of any proposed transaction;
l. advise the Debtors on the financial risks and benefits of
considering a Transaction with respect to the Debtors' intermediate
and long-term business prospects and strategic alternatives to
maximize the business enterprise value of the Debtors;
m. assist or participate in negotiations with the parties in
interest, including, without limitation, any current or prospective
creditors of the Debtors or their respective representatives in
connection with a Transaction;
n. advise the Debtors with respect to, and attend, meetings of
the Debtors' senior management, board of directors, audit
committees (as necessary), creditor groups and other interested
parties, as necessary, with respect to matters on which Greenhill
has been engaged to advise hereunder;
o. assist the Debtors in executing the financial aspects of
any asset sale process pursuant to Section 363 of the Bankruptcy
Code, including assisting in developing marketing materials,
creating and maintaining a data room and contact log, and
initiating contact and coordinating diligence requests with
potential acquirers, capital providers, investors, and/or other
interested parties with respect to process, evaluating and
negotiating any offers received during such process, and/or
conducting an auction; provided, however, that with respect to any
sale process of Heath assets, Greenhill shall review but not
develop the contact log;
p. in the event the Debtors determine to commence a Bankruptcy
Case, and if requested by the Debtors, participate in hearings
either before the United States Bankruptcy Court in which such
cases are pending (the "Bankruptcy Court") and provide relevant
testimony with respect to Greenhill's services and the matters
described herein, as well as issues arising in connection with any
proposed Plan in Greenhill's area of expertise concerning a
Transaction; and
q. provide such other general advisory services and investment
banking services as are customary for similar transactions and as
may be mutually agreed upon by any of the Debtors and Greenhill.
The firm will be compensated as follows:
a. Monthly Advisory Fee. Commencing as of the date of this
Agreement, a nonrefundable financial advisory fee of $150,000 per
month (the "Monthly Advisory Fee"), which shall be due and paid
promptly by the Debtors' on a monthly basis in advance. The initial
Monthly Advisory Fee shall be payable upon the execution of this
Agreement, and thereafter the Monthly Advisory Fees shall be
payable in advance on the first date of each month.
b. Completion Fee. If, at any time during the Fee Period, any
of the Debtors consummates a Restructuring Transaction, Greenhill
shall be entitled to receive a fee equal to $3,750,000 (the
"Completion Fee") payable upon the consummation of a Restructuring
Transaction; provided however, notwithstanding the date upon which
a Completion Fee becomes payable, such Completion Fee will be
earned upon the earlier of (x) the consummation of a Restructuring
Transaction and (y) the confirmation, sanction or approval of a
Plan;
Notwithstanding anything to the contrary in this Agreement, in
connection with any Restructuring Transaction that is effected, in
whole or in part, as a prepackaged plan of reorganization
anticipated to involve the solicitation of acceptances of such plan
in compliance with the Bankruptcy Code, by or on behalf of the
Debtors, from holders of any class of the Debtors' securities,
indebtedness or obligations (a "Prepackaged Plan"), the Completion
Fee shall be earned and payable (x) 50 percent upon (1) receipt of
votes or binding commitments from the Debtors' creditors necessary
to confirm such Prepackaged Plan and (y) the balance not previously
paid shall be payable upon consummation of such Restructuring
Transaction.
c. M&A Transaction Fee. If, at any time during the Fee Period,
any of the Debtors consummates an M&A Transaction, Greenhill shall
be entitled to receive a fee equal to the greater of: (i) 1.5
percent of Transaction Value and (ii) $3,000,000 (the "M&A
Transaction Fee"); provided further that in the event a transaction
or series of transactions otherwise qualifies as a Restructuring
Transaction and is an M&A Transaction, Greenhill shall be paid the
greater of: (i) the Completion Fee and (ii) the M&A Transaction
Fee.
d. New Capital Fee. If at any time during the Fee Period, any
of the Debtors raises new capital (a "New Capital Transaction"),
Greenhill shall be entitled to receive a new capital or financing
fee (a "New Capital Fee") equal to:
(i) 1.0 percent of the face amount of any secured debt
raised, including, without limitation, any debtor in possession
financing raised;
(ii) 3.0 percent of the face amount of any unsecured debt
raised;
(iii) 4.0 percent of any hybrid capital raised; and
(iv) 5.0 percent of any equity capital or capital
convertible into equity raised, including, without limitation,
equity underlying any warrants, purchase rights or similar
contingent equity securities.
e. Credit. Greenhill shall credit against any M&A Transaction
Fee or Completion Fee 50 percent of the Monthly Advisory Fees paid
in cash in excess of $450,000, provided that such M&A Transaction
Fee or Completion Fee is paid in full and not subject to discount,
and provided further that the sum of the foregoing credits shall
not exceed the M&A Transaction Fee or Completion Fee.
Greenhill shall credit against any M&A Transaction Fee or
Completion Fee 50 percent of any New Capital Fee(s), other than any
Discounted New Capital Fee(s), provided that such M&A Transaction
Fee or Completion Fee is paid in full and not subject to discount,
and provided further that the sum of the foregoing credits shall
not exceed the net amount of (i) the aggregate M&A Transaction Fee
or Completion Fee less (ii) the crediting of Monthly Advisory Fees.
Greenhill & Co will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Neil A. Augustine, Vice Chairman and Co-Head of Financing Advisory
and Restructuring for North America at Greenhill & Co., disclosed
in a court filing that the firm is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
Greenhill & Co can be reached at:
Neil A. Augustine
Greenhill & Co., LLC
300 Park Avenue
New York, NY 10022
Tel: (212) 389-1539
Fax: (212) 389-1539
Email: Neil.Augustine@greenhill.com
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PGX HOLDINGS: Seeks to Hire Holland & Hart as Special Counsel
-------------------------------------------------------------
PGX Holdings, Inc., and affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Holland &
Hart LLP as their special counsel.
The firm will render these services:
(a) advise the Debtors on general employment matters,
including but not limited to, employees' layoffs; and,
(b) represent the Debtors in WARN Act class actions in federal
court in Utah and related adversary proceeding styled, Hansen vs
PGX Holdings, Inc., et al., AP No. 23-50396-CTG filed on June 5,
2023.
The firm's current hourly rates are:
Partners $435 to $1,140
Counsel $290 to $1,065
Associates $295 to $645
Paralegals $175 to $395
Holland & Hart received a retainer in the amount of $10,000.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Holland
& Hart disclosed that:
-- It has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement.
-- None of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case.
-- Holland & Hart represented the Debtors during the
three-month period before the petition date using the hourly rates
effective Jan. 1, 2023. Commensurate with its annual rate increases
effective Jan. 1, 2023, Holland & Hart represented the Debtors
using the rates: $435 to $1,140 per hour for partners, $290 to
$1,065 per hour for counsel, $295 to $645 per hour for associates,
and $175 to $395 for paralegals.
-- The Debtor has approved the budget and staffing plan.
Bryan Benard, Esq., a partner at Holland & Hart, 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:
Bryan Benard, Esq.
Holland & Hart, LLP
222 South Main Street, Suite 2200
Salt Lake City, UT 84101
Tel: 801-799-5833
Email: bbenard@hollandhart.com
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PGX HOLDINGS: Taps Kirkland & Ellis as Bankruptcy Counsel
---------------------------------------------------------
PGX Holdings, Inc. and affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Kirkland &
Ellis, LLP and Kirkland & Ellis International, LLP as their
attorneys.
The firms' services include:
a. advising the Debtors with respect to their powers and
duties in the continued management and operation of their
businesses and properties;
b. advising and consulting on the conduct of the Debtors'
Chapter 11 cases, including all of the legal and administrative
requirements of operating in Chapter 11;
c. attending meetings and negotiating with representatives of
creditors and other parties involved in the Debtors' Chapter 11
cases;
d. taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which they are involved, including objections to claims filed
against the estates;
e. preparing pleadings;
f. representing the Debtors in connection with obtaining
authority to continue using cash collateral and post-petition
financing;
g. advising the Debtors in connection with any potential sale
of assets;
h. appearing before the bankruptcy court and any appellate
courts;
i. advising the Debtors regarding tax matters;
j. taking any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan and all documents related
thereto; and
k. performing all other necessary legal services for the
Debtors in connection with the prosecution of these Chapter 11
cases, including (i) analyzing the Debtors' leases and contracts
and the assumption and assignment or rejection thereof; (ii)
analyzing the validity of liens against the Debtors' assets; and
(iii) advising the Debtors on corporate and litigation matters.
The firm will be paid at these rates:
Partners $1,195 to $2,245 per hour
Of Counsel $820 to $2,125 per hour
Associates $685 to $1,395 per hour
Paraprofessionals $295 to $575 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtors an advanced retainer in the
amount of $40,000.
Spencer Winters, Esq., a partner of Kirkland & Ellis, disclosed in
court filings that the firms are "disinterested" pursuant to
Section 101(14) of the Bankruptcy Code.
Kirkland & Ellis also disclosed the following in accordance with
Appendix B-Guidelines for reviewing fee applications:
Question: Did Kirkland agree to any variations from, or
alternatives to, Kirkland's standard billing arrangements for this
engagement?
Response: No.
Question: Do any of the Kirkland professionals in this
engagement vary their rate based on the geographic location of the
Debtors' Chapter 11 cases?
Response: No.
Question: If Kirkland has represented the Debtors in the 12
months prepetition, disclose Kirkland's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Kirkland's
billing rates and material financial terms have changed
postpetition, explain the difference and the reasons for the
difference.
Response: Kirkland's current hourly rates for services rendered
on behalf of the Debtors range as follows: Partners, $1,195 to
$2,245 per hour; Of Counsel, $820 to $2,125 per hour; Associates
$685 to $1,395 per hour; Paraprofessionals $295 to $575 per hour.
Question: Have the Debtors approved Kirkland's budget and
staffing plan, and, if so, for what budget period?
Response: Yes, for the period from June 4, 2023 through August
31, 2023.
The firms can be reached through:
Spencer A. Winters, Esq.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Phone: +1 312 862 3800
Email: spencer.winters@kirkland.com
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PGX HOLDINGS: Taps Klehr Harrison Harvey Branzburg as Co-Counsel
----------------------------------------------------------------
PGX Holdings, Inc. and affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Klehr
Harrison Harvey Branzburg, LLP as co-counsel with Kirkland &
Ellis.
The firm's services include:
(a) providing legal advice regarding local rules, practices,
precedent, regulations, and procedures and providing substantive
and strategic advice on how to accomplish the Debtor's goals in
connection with the prosecution of these Chapter 11 cases;
(b) appearing in court, depositions, and at any meeting with
the U.S. Trustee for the District of Delaware and any meeting of
creditors;
(c) attending meetings and negotiating with representatives of
creditors and other parties in interest in its capacity as
co-counsel;
(d) reviewing, commenting and preparing drafts of documents
and discovery materials, and ensuring compliance with the local
rules to be filed with the court;
(e) advising and assisting the Debtors with respect to the
reporting requirements of the Office of the U.S. Trustee;
(f) taking all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors'
behalf, defending any action commenced against the Debtors, and
representing the Debtors in negotiations concerning litigation in
which the Debtors are involved, including objections to claims
filed against the Debtors' estates;
(g) performing various services in connection with the
administration of these cases.
Klehr Harrison's current hourly rates are:
Partners $470 to $1,035
Counsel $445 to $565
Associates $340 to $495
Paralegals $270 to $350
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Klehr
disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- Klehr represented the Debtors during the three-month period
before the petition date using the hourly rates effective Jan. 1,
2023. Commensurate with its annual rate increases effective Jan. 1,
2023, Klehr represented the Debtors using these rates:
Partners $470 to $1,035
Counsel $445 to $565
Associates $340 to $495
Paralegals $270 to $350
-- the Debtor has approved the budget and staffing plan,
Domenic Pacitti, Esq., a partner at Klehr, 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:
Domenic E. Pacitti, Esq.
Klehr Harrison Harvey Branzburg LLP
919 N. Market Street, Suite 1000
Wilmington, DE 19801-3062
Tel: 302-426-1189
Fax: 302-426-9193
Email: dpacitti@klehr.com
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PGX HOLDINGS: Taps Williams & Connolly as Litigation Counsel
------------------------------------------------------------
PGX Holdings, Inc., and affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Williams &
Connolly, LLP as special litigation counsel.
The Debtors require legal assistance in connection with the
litigation involving Consumer Financial Protection Bureau.
The firm's hourly rates range from $1,350 to $2,250 for partners,
$1,150 to $1,210 for counsel, $720 to 1,210 for associates, and
$320 to $510 for paralegals.
As disclosed in court filings, Williams & Connolly is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Edward J. Bennett, Esq.
Williams & Connolly LLP
680 Maine Avenue SW
Washington, DC 20024
Phone: 202-434-5083
Email: ebennett@wc.com
About PGX Holdings
PGX Holdings, Inc., and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings helps consumers access and understand
the information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
PGX Holdings, Inc., and its affiliates, including John C. Heath,
Attorney At Law PC, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey
Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as
investment banker; and Alvarez & Marsal North America, LLC as
financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP,
Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP
serve as the Debtors' special counsels. Kurtzman Carson
Consultants, LLC is the claims, noticing and administrative agent.
PINK BOX: Taps Law Office of Rachel S. Blumenfeld as Counsel
------------------------------------------------------------
Pink Box Accessories, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire The Law Office
of Rachel S. Blumenfeld, PLLC.
The Debtor requires legal counsel to:
a. give advice with respect to the powers and duties of the
Debtor and the continued management of its property and affairs;
b. negotiate with creditors, work out a plan of
reorganization, and take the necessary legal steps in order to
effectuate such a plan;
c. prepare legal papers;
d. appear before the bankruptcy court and represent the Debtor
in all matters pending before the court, including dischargeability
actions, judicial lien avoidance, relief from stay actions, or any
other adversary proceedings;
e. represent the Debtor, if need be, in connection with
obtaining post-petition financing;
f. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
g. perform other legal services.
The firm will be paid at the rate of $525 per hour and will be
reimbursed for out-of-pocket expenses incurred.
The retainer fee is $5,000.
Rachel Blumenfeld, Esq., disclosed in a court filing that her firm
is a "disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Rachel S. Blumenfeld
Law Office of Rachel S. Blumenfeld
26 Court Street, Suite 2220
Brooklyn, NY 11242
Tel: (718) 858-9600
Fax: 718-858-9601
About Pink Box Accessories
Pink Box Accessories, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-41176) on April 5, 2023, with $500,001 to $1 million in both
assets and liabilities. Judge Elizabeth S Stong presides over the
case.
Rachel S. Blumenfeld, Esq., at the Law Office of Rachel S.
Blumenfeld represents the Debtor as bankruptcy counsel.
PLUMBING TECHNOLOGIES: Taps RA Hauser & Associates as Controller
----------------------------------------------------------------
Plumbing Technologies, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ RA Hauser &
Associates, LLC as its controller and bookkeeper.
The firm's services include:
a. reviewing and analyzing proposed transactions for which the
Debtor may seek court approval;
b. reviewing, analyzing and making recommendations regarding
any proposed dispositions of assets;
c. providing financial analysis of any business plan, the plan
of reorganization, liquidation analysis, and disclosure statement;
d. assisting in the analysis of historical and projected
financial statements;
e. bookkeeping services, bill payments, weekly submission of
sales and shipping documentation to secured creditor for funding;
f. providing monthly reconciliation, adjustment and closure of
books, preparation of 1099 forms and vendor documentation, budget
preparation and providing support to CPA firm for tax preparation;
g. assisting the Debtor in the preparation of monthly
operating reports and ensuring compliance of same with the U.S.
trustee's operating guidelines;
h. preparing monthly, quarterly and year-end financial
statements; and
i. assisting in any other internal accounting matter if
appropriate.
The firm will charge $70 per hour for bookkeeping services and $175
per hour for controller and chief financial officer services.
As disclosed in court filings, RA Hauser & Associates is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Richard Hauser
RA Hauser & Associates, LLC
285 Bloomfield Ave Ste 202
Caldwell, NJ, 07006-5144
About Plumbing Technologies
Plumbing Technologies, LLC designs, engineers, manufactures,
markets, and sells toilet seats. The company is based in Sparks,
Nev.
Plumbing Technologies filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35478) on
June 12, 2023, with $2,169,310 in assets and $2,364,227 in
liabilities. Heidi Sorvino, Esq., at White and Williams, LLP has
been appointed as Subchapter V trustee.
Judge Cecelia G. Morris oversees the case.
The Debtor tapped Michelle L. Trier, Esq., at Genova, Malin and
Trier, LLP as legal counsel and RA Hauser & Associates, LLC as
controller and bookkeeper.
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 report for the
semi-annual period 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.
PREMIER MEDICAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Premier Medical, Inc.
6000 Pelham Road, Suite A
Greenville, SC 29615
Chapter 11 Petition Date: July 20, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-42096
Judge: Hon. Mark X. Mullin
Debtor's Counsel: Joshua N. Eppich, Esq.
BONDS ELLIS EPPICH SCHAFER JONES LLP
420 Throckmorton Street, Suite 1000
Fort Worth, TX 76102
Tel: 817-405-6900
Email: Joshua@bondsellis.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by John Michael Cataldi as president.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7Z6VJ5Y/Premier_Medical_Inc__txnbke-23-42096__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Clear Health Pass $5,000,000
Holdings, LLC
Tribal Agent of Blue
Lake Rancheria EDC
c/o The Native
American Venture Fund
30 Wall Street, 8th Floor
New York, NY 10005
2. CloudFund LLC Merchant Loan $270,000
400 Rekka Blvd.,
Ste. 165-101
Suffern, NY 10901
3. Diversified Property $129,987
Ventures, LLC
c/o Cushman & Wakefield
PO Box 5160
Glen Allen, VA 23058
4. Experian Health Inc. $128,316
PO Box 846133
Los Angeles, CA 90084
5. Fisher Healthcare $73,433
Attn: 001686
Atlanta, GA 30384
6. Greenville County $214,424
Tax Assessor
301 University
Ridge, Suite 700
Greenville, SC 29601
7. Illumina Inc $333,444
12864 Collection
Center Dr
Chicago, IL 60693
8. Jant Pharmacal Corp $107,773
16530 Ventura Blvd
#512
Encino, CA 91436
9. Kudzu Staffing Inc $105,199
PO Box 51627
Powdersville, SC
29673
10. Lab Logistics LLC $112,784
PO Box 84938
Chicago, IL
60689-4000
11. Legacy Capital 26, LLC $1,167,250
290 Harbor Drive
Stamford, CT 06902
12. Life Technologies Corp. $204,586
12088 Collection
Center Drive
Chicago, IL 60693
13. Myhommelabs $90,000
6366 College Blvd
Overland Park, KS
66211
14. Pulse Consulting $110,000
2400 Veterans Mem
Blvd 510
Kenner, LA 70062
15. Quest Diagnostics Atl $151,339
PO Box 74736
Atlanta, GA 30374
16. Radla Capital LLC $329,868
161-10A Unition
Street, 2nd Floor
Flushing, NY 11366
17. Roche Diagnostics Corp $120,000
Mail Code 5508
Charlotte, NC 28272
18. UPS $124,793
PO Box 7247-0244
Philadelphia, PA
19170
19. Vessell Medical $6,923,182
6000 A Pelham Road
Greenville, SC 29615
20. Vox Funding SPV1, LLC $1,456,000
14 E 44th Street, 4th Floor
New York, NY 10017
PROTECH METALS: Bid to Use Cash Collateral Denied
-------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, Durham Division, denied the motion to use cash collateral
filed by Protech Metals, LLC, without prejudice to any party who
later may assert an interest in cash collateral, or to the Debtor
seeking additional authority to use cash collateral, if
applicable.
The Court held that the authority to use cash collateral is no
longer necessary, as there are no creditors that hold an interest
in the Debtor's accounts.
A copy of the order is available at https://urlcurt.com/u?l=G8GgfP
from PacerMonitor.com.
About Protech Metal
Protech Metal, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 23-80078) on April 27,
2023. In the petition signed by William Rickey Hall,
member-manager, the Debtor disclosed up to $50,000 in assets and up
to $500,000 in liabilities.
Judge Benjamin A. Kahn oversees the case.
Erik M. Harvey, Esq., at Bennett Guthrie PLLC, represents the
Debtor as legal counsel.
PUG LLC: BlackRock MSIT Marks $120,000 Loan at 21% Off
------------------------------------------------------
BlackRock Multi-Sector Income Trust has marked its $1,090,725 loan
extended to Pug LLC to market at $94,510 or 79% of the outstanding
amount, as of April 30, 2023, according to a disclosure contained
in the BlackRock Trust's Form N-CSR report for the semi-annual
period ended April 30, 2023, filed with the Securities and Exchange
Commission.
The BlackRock Trust is a participant in a USD Term Loan (1-mo LIBOR
US + 3.50%) to Pug LLC. The loan accrues interest at 8.52% per
annum. The loan matures on December 27, 2027.
BlackRock Multi-Sector Income Trust (BIT) is registered under the
Investment Company Act of 1940, as amended. The Trust is registered
as a diversified, closed end management investment company. The
Trust is organized as a Delaware statutory trust.
PUG LLC provides an online marketplace for secondary tickets along
with payment support, logistics, and customer service. It acquired
the StubHub business of eBay Inc.
QOURUM HEALTH: BlackRock MSIT Marks $279,000 Loan at 41% Off
------------------------------------------------------------
BlackRock Multi-Sector Income Trust has marked its $279,000 loan
extended to Quorum Health Corp to market at $163,746 or 59% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in the BlackRock Trust's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
The BlackRock Trust is a participant in a 2020 Term Loan, (3-mo.
LIBOR US at 1.00% Floor + 8.25%) to Quorum Health Corp. The loan
accrues interest at 13.24% per annum. The loan matures on April 29,
2025.
BlackRock Multi-Sector Income Trust (BIT) is registered under the
Investment Company Act of 1940, as amended. The Trust is registered
as a diversified, closed end management investment company. The
Trust is organized as a Delaware statutory trust.
Quorum Health Corporation is an operator and manager of hospitals
and outpatient services in non urban areas of the US.
R.B. DWYER: Taps Farris Capital Partners as Business Broker
-----------------------------------------------------------
R.B. Dwyer Co., Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Farris Capital Partners.
The Debtors require a business broker to market their assets or
businesses for sale.
As compensation, the broker will get 5 percent of the first million
dollars of transaction value; 4 percent of the second million
dollars of transaction value; 3 percent of the third million
dollars of transaction value; 2 percent of the fourth million in
transaction value; and 1.25 percent of the remaining transaction
value, which is in excess of $4 million. If the transaction value
is $50 million or greater, the compensation is 1 percent of that
value, payable at closing.
Jack Farris, principal at Farris Capital Partners, 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:
Jack R. Farris
Farris Capital Partners, LLC
6013 Paper Shell Way
Fort Worth, TX 76179
Phone: 817-312-7908
Email: info@farriscapitalpartners.com
About R.B. Dwyer Co. Inc.
R.B. Dwyer Co. Inc. and its affiliates, Ideal Sleeve International,
LLC and Color Craft Flexible Packaging, LLC, filed petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa.
Lead Case No. 23-01420) on June 26, 2023. In the petition filed by
its managing member, James B. Dwyer, R.B. Dwyer disclosed $1
million to $10 million in both assets and liabilities.
Judge Mark J. Conway oversees the cases.
Hoegen & Associates, P.C. and Kurtzman | Steady, LLC serve as the
Debtors' bankruptcy counsels.
RWDY INC: Taps Bradley Murchison Kelly & Shea as Special Counsel
----------------------------------------------------------------
RWDY, Inc. seeks approval from the U.S. Bankruptcy Court for the
Western District of Louisiana to employ Bradley Murchison Kelly &
Shea LLC as its special counsel.
The Debtor desires to hire the firm to provide legal representation
in connection with the collection of receivables and certain
potential employment and related litigation issues.
Leland Horton, Esq., the primary attorney in this representation,
will be billed at an hourly rate of $330.
Mr. Horton, a member at Bradley Murchison Kelly & Shea, disclosed
in a court filing that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Leland G. Horton, Esq.
Bradley Murchison Kelly & Shea LLC
401 Edwards St., Suite 1000
Shreveport, LA 71101
Telephone: (318) 227-1131
Facsimile: (318) 227-1141
Email: lhorton@bradleyfirm.com
About RWDY Inc.
RWDY Inc. -- https://www.rwdyinc.com/ -- is an oil and energy
company based out of 1302 Dekort St, Copperas Cove, Texas.
RWDY filed a petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 22-11308) on Dec. 21, 2022, with $10
million to $50 million in both assets and liabilities. Mark Allen,
manager, signed the petition.
Judge John S. Hodge oversees the case.
The Debtor tapped Robert W. Raley, Esq., at Ayres, Shelton,
Williams, Benson & Paine, LLC as legal counsel; Leland G. Horton,
Esq., at Bradley Murchison Kelly & Shea LLC as special counsel; and
Postlethwaite & Netterville, APAC as accountant.
SABRE GBL: BlackRock MSIT Marks $114,000 Loan at 23% Off
--------------------------------------------------------
BlackRock Multi-Sector Income Trust has marked its $114,000 loan
extended to Sabre GLBL Inc to market at $87,902 or 77% of the
outstanding amount, as of April 30, 2023, according to a disclosure
contained in the BlackRock Trust's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
The BlackRock Trust is a participant in a 2021 Term Loan B2, (1-mo.
LIBOR US at 0.50% Floor + 3.50%) to Sabre GLBL Inc. The loan
accrues interest at 8.52% per annum. The loan matures on December
17, 2027.
BlackRock Multi-Sector Income Trust (BIT) is registered under the
Investment Company Act of 1940, as amended. The Trust is registered
as a diversified, closed end management investment company. The
Trust is organized as a Delaware statutory trust.
Sabre GLBL Inc. provides information technology services. The
Company offers technology solutions including data-driven business
intelligence, mobile, distribution, and Software as a Service
(SaaS) solutions. Sabre GLBL serves customers worldwide.
SAFFIRE VAPOR: Amends Truist & SouthState Bank Secured Claims Pay
-----------------------------------------------------------------
Saffire Vapor Retail, LLC, and its affiliates submitted a First
Amended Plan of Reorganization dated July 17, 2023.
This Plan is the Debtors' comprehensive proposal to close certain
underperforming locations, reorganize the business around 11 go
forward locations, and pay creditors as much as the business can
reasonably support.
Class 3 consists of the Secured Claim of Truist Financial
Corporation. The Class 3 Claim shall be Allowed in the amount of
$33,765.69 and shall be paid in 36 equal monthly installments of
$1,027.22, which includes interest at 6%. The first payment shall
be due on the 20th day of the next month following the Effective
Date, and subsequent payments shall be due on the 20th day of each
successive month until paid in full. Truist shall retain its liens
on the Class 3 Collateral. Truist's Deficiency Claims shall be
treated as Unsecured Claims of the appropriate Debtors.
Class 4 consists of the Secured Claim of SouthState Bank as
successor-in interest to Atlantic Capital Bank, N.A. The Class 4
Claim shall be Allowed in the amount of $129,613.35 and shall be
paid in 36 equal monthly installments of $3,943.09, which includes
interest at 6%. The first payment shall be due on the 20th day of
the next month following the Effective Date, and subsequent
payments shall be due on the 20th day of each successive month
until paid in full. Additionally, property that is to be abandoned
by the Debtors and not necessary for the reorganization shall be
surrendered to SouthState on or before the Effective Date.
SouthState shall retain its liens on the Class 4 Collateral.
SouthState's Deficiency Claims shall be treated as Unsecured Claims
of the appropriate Debtors.
The Debtors shall use proceeds from operations to pay all required
payments on the Effective Date and all payments due under the Plan
on an on-going basis.
On the Confirmation Date, all property shall vest in the
Reorganized Debtors, free and clear of all Liens, Claims, and
encumbrances except for those Liens expressly created or preserved
under this Plan.
A full-text copy of the First Amended Plan dated July 17, 2023 is
available at https://urlcurt.com/u?l=LVcP0e from PacerMonitor.com
at no charge.
Attorneys for Debtors:
Robert J. Gonzales, Esq.
Nancy B. King, Esq.
EmergeLaw, PLC
4235 Hillsboro Pike, Suite 350
Nashville, Tennessee 37215
(615) 815-1535
About Saffire Vapor
Saffire Vapor Retail, LLC, filed Chapter 11 Petition (Bankr. M.D.
Tenn. Case No. 23-02264) on June 26, 2023. Hon. Randal S. Mashburn
oversees the case. The Debtor is represented by Robert James
Gonzales of Emergelaw, PLLC. At the time of filing, the Debtor
disclosed $100,001 to $500,000 in assets and $1,000,001 to $10
million in liabilities.
SAS AB: Seeks to Hire Ernst & Young AB as Tax Advisor
-----------------------------------------------------
SAS AB and its affiliates seek approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Ernst & Young
AB as tax advisor.
The firm will render these services:
(a) advise on tax issues relating to the Debtors'
post-emergence corporate structure;
(b) advise on various tax implications of lease amendments or
restatements;
(c) advise on the impact of restructuring on the Debtors' tax
attributes and prepare calculations of such impacts on any carry
forward tax losses;
(d) provide advisory services in connection with withholding
taxes on debt and equity, the deductibility or utilization of
financing costs, the related impacts of guarantees, and the
extraction of profits and servicing of debt;
(e) advise on the tax implications of the Debtors' emergence
from these Chapter 11 cases; and
(f) review overall tax efficiency of the SAS group.
The hourly rates of the firm's professionals are as follows:
Partner $317 – $466
Senior Manager $242 – $447
Manager $219 – $298
Senior Consultant $145 – $233
Consultant $112 – $186
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received $9,600 from the Debtors as a retainer for future
services.
Per Holstad, a partner at Ernst & Young, 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:
Per Holstad
Ernst & Young AB
Hamngatan 26
Stockholm Box 7850, 111 47
Telephone: +46 8 520 590 00
About Scandinavian Airlines
SAS SAB -- https://www.sasgroup.net -- Scandinavia's leading
airline, with main hubs in Copenhagen, Oslo and Stockholm, is
flying to destinations in Europe, USA and Asia. In addition to
flight operations, SAS offers ground handling services, technical
maintenance, and air cargo services. SAS is a founder member of the
Star Alliance, and together with its partner airlines offers a wide
network worldwide.
SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5,
2022. In the petition filed by Erno Hilden, authorized
representative, SAS AB estimated assets between $10 billion and $50
billion and liabilities between $1 billion and $10 billion.
Judge Michael E. Wiles oversees the cases.
The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc. as financial advisor; Ernst & Young AB as tax
advisor; and Seabury Securities, LLC and Skandinaviska Enskilda
Banken AB as investment bankers. Seabury is also serving as
restructuring advisor. Kroll Restructuring Administration, LLC is
the claims agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Willkie Farr & Gallagher, LLP.
SERTA SIMMONS: Credit Suisse Fund Marks $1.04M Loan at 40% Off
--------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $1,046,000 loan
extended to Serta Simmons Bedding, LLC to market at $626,539 or 60%
of the outstanding amount, as of April 30, 2023, according to a
disclosure contained in Credit Suisse's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
Credit Suisse HYBF is a participant in a Second Out Term Loan to
Serta Simmons Bedding, LLC. The loan matures on August 10, 2023.
Meanwhile, Credit Suisse HYBF has marked its $1,726,000 First Out
Term loan extended to Serta Simmons to market at $1,732,005, as of
April 30, 2023.
Both loans are currently in default and non‑income producing, the
Fund said.
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.
Serta Simmons Bedding, LLC manufactures bedding products. The
Company offers blankets, sheets, bed frames, mattress protectors,
and accessories.
SILVER CREEK: Taps B. Riley as Financial Advisor
------------------------------------------------
Silver Creek Industries, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
B. Riley Financial Advisory Services.
The Debtor requires a financial advisor to:
1. assist with the preparation or review of various
post-petition bankruptcy compliance forms required by the Office of
the U.S. Trustee;
2. provide analysis or expert reports, declarations and live
testimony, which may be needed to accomplish the Debtor's goals of
effecting a sale of its business through the bankruptcy process;
and
3. provide due diligence support for the Debtor in the sale of
its assets.
The firm will bill these hourly fees:
Mike Issa, Principal $575
Wen Tan $375
Other Staff $300 to $575
The retainer fee is $122,410.
J. Michael Issa, a senior managing director at B. Riley Securities,
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:
J. Michael Issa
B. Riley Securities, Inc.
19800 MacArthur Boulevard, Suite 820
Irvine, CA 92612
Telephone: (310) 966-1444
Email: missa@brileyfin.com
About Silver Creek Industries
Silver Creek Industries, LLC is a modular construction company
headquartered in California.
Silver Creek Industries sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11677) on
April 24, 2023. In the petition signed by its managing member,
James McGeever, the Debtor disclosed $10 million to $50 million in
assets and $50 million to $100 million in liabilities.
Judge Scott H. Yun oversees the case.
The Debtor tapped Robert E. Opera, Esq., at Winthrop Golubow
Hollander, LLP as legal counsel and B. Riley Financial Advisory
Services as financial advisor.
The U.S. Trustee for Region 16 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Tucker Ellis, LLP.
SORRENTO THERAPEUTICS: Bankruptcy Court OKs Scilex Stock Offering
-----------------------------------------------------------------
Sorrento Therapeutics, Inc. (OTC: SRNEQ, "Sorrento"), a
biopharmaceutical company dedicated to the development of
life-saving therapeutics to treat cancer, intractable pain, and
infectious disease, on July 20 disclosed that, in connection with
its ongoing chapter 11 case, the U.S. Bankruptcy Court for the
Southern District of Texas (the "Bankruptcy Court") entered an
order (the "Order") approving an offering of a portion of
Sorrento's common stock in its non-debtor public subsidiary, Scilex
Holding Company (Nasdaq: SCLX, "Scilex") (the "Offering"). Dividend
Short Holders may elect to participate in the Offering.
The Offering will provide parties who hold short interests in
restricted Scilex stock (the "Dividend Short Holders") the
exclusive opportunity to purchase restricted Scilex stock for the
sole purpose of covering their short positions and to the extent
applicable, delivering the borrowed shares to the lenders thereof.
The Dividend Short Holders can purchase the Scilex stock either in
open market purchases or in private, secondary transactions with
Sorrento at a price to be determined by Sorrento's Chief
Restructuring Officer, in consultation with the Official Committee
of Unsecured Creditors and the Official Committee of Sorrento
Equity Securities Holders (the "Equity Committee") in Sorrento's
chapter 11 case.
In addition, the Order directs record holders of short positions in
Restricted Scilex Stock (the "Record Holders") to provide notice of
the Offering to their customers who are Dividend Short Holders.
These Record Holders will direct all inquiries from their customers
about the Offering to certain representatives designated by
Sorrento and the Equity Committee.
The Offering was negotiated by Sorrento and the Equity Committee in
Sorrento's chapter 11 case. The Equity Committee was appointed in
the case to act as a fiduciary for, and to represent the interests
of, all Sorrento stockholders.
The Offering of the Restricted Scilex Stock by Sorrento would be
made pursuant to a Registration Statement on Form S-1 (Registration
No. 333-268603) previously filed and declared effective by the
Securities and Exchange Commission ("SEC") and the related
prospectus. These documents can be accessed for free through the
SEC's website at www.sec.gov. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, any shares of Restricted Scilex Stock.
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors ("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones oversees the cases.
The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel;
Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts
counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin
Y. Meghji, managing partner at M3, serves as the Debtors' chief
restructuring officer. Stretto Inc. is the claims, noticing and
solicitation agent.
Norton Rose Fulbright US, LLP and Milbank, LLP represent the
official committee of unsecured creditors appointed in the Debtors'
Chapter 11 cases.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig,
LLP serve as the equity committee's bankruptcy counsels.
SOURCEWATER INC: Seeks to Hire Eisner Advisory Group as Tax Advisor
-------------------------------------------------------------------
Sourcewater, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Eisner Advisory Group, LLC
as its tax advisor.
The firm's services include:
(i) preparation of federal, state and local tax returns,
including obtaining extensions of time to file, if required, for
the year ended December 31, 2022; and
(ii) general tax advice, including but not limited to, analysis
and implementation of tax regulations and accounting method;
consultations and research related to specific issues and
transactions; tax projections and planning; responding to notices
and letters from tax authorities; representing the Debtor in tax
examinations, if necessary; and estimated tax calculations and
vouchers.
Eisner will be paid at these rates:
Chen, Weijian (Eugene) Senior $378 per hour
Forster, Miri Partner $672 per hour
Li, Shiyi (Kevin) Senior $183.75 per hour
Listrovoy, Evgeny Senior Manager $509.25 per hour
Rankins, Tim Director $588 per hour
Verello, Victoria Executive Assistant $179.55 per hour
Zefi, Jon Partner $761.25 per hour
Nguyen, Mimi Senior $409.50 per hour
As disclosed in court filings, Eisner is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Miri Forster
Eisner Advisory Group LLC
111 Wood Avenue South
Iselin, NJ 08830-2700
Tel: 732-243-7000
About Sourcewater Inc.
Sourcewater, Inc. is a Houston-based company that gathers, analyzes
and visualizes surface and subsurface energy and water activity. It
conducts business under the name Sourcenergy.
Sourcewater sought protection under Subchapter V of Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No.23-30960) on
March 17, 2023, with up to $1 million in assets and up to $10
million in liabilities. Thomas A. Howley has been appointed as
Subchapter V trustee.
Judge Jeffrey P. Norman oversees the case.
Jarrod B. Martin, Esq., at Chamberlain, Hrdlicka, White, Williams,
& Aughtry, P.C. is the Debtor's legal counsel while Eisner Advisory
Group, LLC serves as tax advisor.
SOUTHERN HERITAGE: Unsecureds to Get Nothing in Plan
----------------------------------------------------
Southern Heritage Timber Co LLC filed with the U.S. Bankruptcy
Court for the Middle District of Alabama a Plan of Reorganization
for Small Business dated July 17, 2023.
The Debtor is an entity that was organized in Butler County,
Alabama on August 17, 2021. The Debtor operates a timber harvesting
and/or logging business.
Throughout the last 12 to 18 months, the Debtor has suffered
financial problems related, at least in part, to the negative
economic impacts of the shutdown caused by the COVID Pandemic. The
Debtor experienced that the decrease in the demand for pulpwood
caused the pulpwood mills to reduce the amount of timber that was
accepted from logging and/or timber harvesting companies such as
the Debtor, with the effect being a reduction in the Debtor's
revenue during such period.
As a result, the Debtor defaulted on certain secured obligations
which prompted the filing of this bankruptcy case. The Debtor
believes that it can successfully reorganize and/or restructure its
debts and liabilities such that it can continue to operate as a
viable business concern.
This Plan proposes to pay certain creditors of the Debtor from cash
flow from future earnings. The Debtor intends to keep all assets as
disclosed within its bankruptcy schedules. The Debtor does not
intend to liquidate or dispose of any property; however, if
disposition or liquidation of property becomes necessary for a
successful reorganization, the Debtor will undertake such necessary
disposition or liquidation.
As set forth in this Plan, a secured creditor's claim will be
treated as secured to the extent of the value of the creditor's
interest in the estate's interest in the subject property and as
unsecured to the extent that the value of the creditor's interest
is less than the amount of the allowed claim. A secured creditor
will receive payment on its secured claim, as set forth in this
Plan, out of the Debtor's future earnings with appropriate and
specified rates of interest.
Class 8 consists of Non-priority unsecured creditors. These claims
are not secured by property of the estate. The unsecured creditors
will receive no distribution under this plan. The allowed unsecured
claims total $434,009.92.
The Debtor will retain all of its personal property, subject to the
encumbrances and liens thereon, which will allow the Debtor to
operate its business and pay its creditors from the future earnings
derived from such operations. As applicable and necessary, the
Debtor will submit, to the supervision and control of the Trustee,
all or such required portion of its future earnings or other future
income as is necessary to effectuate execution of this Plan. The
Debtor's monthly operating reports demonstrate and support
feasibility.
A full-text copy of the Plan of Reorganization dated July 17, 2023
is available at https://urlcurt.com/u?l=KEKMRl from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Anthony B. Bush, Esq.
THE BUSH LAW FIRM, LLC
Parliament Place Professional Center
3198 Parliament Circle 302
Montgomery, Alabama 36116
Facsimile: (334) 832-4390
Email: anthonybbush@yahoo.com
abush@bushlegalfirm.com
About Southern Heritage Timber Co LLC
Southern Heritage Timber Co LLC operates a timber harvesting or
logging business in Monroeville, Alabama.
The Debtor sought protection from Chapter 11 of the U.S. Bankruptcy
Code (Bankr. M.D. Ala. Case No. 23-30734) on April 14, 2023. In the
petition signed by Cory Willis, its member, the Debtor disclosed up
to $1 million in assets and up to $10 million in liabilities.
Judge Bess M. Parrish Creswell oversees the case.
Anthony Bush, Esq., at The Bush Law Firm, LLC, represents the
Debtor as legal counsel.
STRATEGIC MATERIALS: 90% Markdown for $800,000 Credit Suisse Loan
-----------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $800,000 loan
extended to Strategic Materials, Inc to market at $76,000 or 9.5%
of the outstanding amount, as of April 30, 2023, according to a
disclosure contained in Credit Suisse's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
Credit Suisse HYBF is a participant in a Bank Loan (LIBOR + 3M +
7.750%) to Strategic Materials, Inc. The loan accrues interest at
12.564% per annum. The loan matures on October 31, 2025.
The loan carries CC rating from S&P and C 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.
Strategic Materials, Inc. (SMI) -- https://www.smi.com/ -- is North
America's largest and most comprehensive glass recycler, with over
50 locations.
SUGAR CREEK: Wins Cash Collateral Access on Final Basis
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, authorized Sugar Greek Acquisition, LLC to use
cash collateral on a final basis through September 15, 2023 or
payment of the Lender's Pre-Petition Indebtedness, whichever will
occur first.
The Debtor's only secured creditor is Midwest Regional Bank. As of
the Petition Date, Debtor was indebted to Lender as follows:
a. Promissory Note dated July 25, 2014 in the principal amount
of $5 million plus interest and other charges from Borrower payable
to Midwest Regional Bank designated by Loan Number 10208129. The
approximate outstanding balance of the Note is $4.665 million.
b. The Note is also executed by Salt Creek Holdings, LLC. Salt
Creek has pledged the real estate it owns at 45 Progress Parkway,
Maryland Heights, Missouri 63043.
c. The Note is guaranteed by Sugar Creek Acquisition, LLC
(MO), James Gorczyca and Debbie Gorczyca.
d. The Note further secured by a deed of trust in the amount
of $770,326 on the Gorczcya’s principal residence located at 1800
W. Adams, Kirkwood, Missouri 63122.
e. The Note is further secured by valid, perfected,
enforceable, first-priority lien and security interest upon and in
the assets of the Debtor located at 45 Progress Parkway, Maryland
Heights, Missouri 63043 including all equipment, inventory,
receivables, accounts, accounts receivable and the proceeds of the
foregoing.
The Lender alleges and the Debtor does not contest that the
Pre-Petition Indebtedness is secured by valid, perfected,
enforceable, first-priority lien and security interest upon and in
the assets of the Debtor including Real Estate and cash
collateral.
All terms of the Interim Order will remain in full force and
effect.
A copy of the order is available at https://urlcurt.com/u?l=edvvR5
from PacerMonitor.com.
About Sugar Creek Acquisition
Sugar Creek Acquisition LLC is a regional craft brewery located in
St. Louis, Missouri.
Sugar Creek Acquisition sought relief under Subchapter V of Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Miss. Case No.
23-42041) on June 12, 2023. In the petition filed by James
Gorczyca, as manager, the Debtor reported $4.183 million in assets
against $10.96 million in liabilities as of April 30, 2023.
Judge Kathy A. Surratt-States oversees the case.
Stephen D. Coffin has been appointed as Subchapter V trustee.
Spencer P. Desai, Esq. at the Desai Law Firm, LLC represents the
Debtor as legal counsel.
SUREFUNDING LLC: Seeks Cash Collateral Access
---------------------------------------------
Surefunding, LLC asks the U.S. Bankruptcy Court for the District of
Delaware for authority to use cash collateral.
The Debtor and certain of the noteholders have been engaged in
significant litigation prior to and since the filing of the
Debtor's voluntary petition. On May 1, 2023, the Debtor and the
Plaintiff-Noteholders commenced mediation before Judge Shannon. The
parties were ultimately able to reach a resolution which included
terms which serve as the core of a plan of liquidation, which was
filed on July 13, 2023. Also, on July 13, 2023, the Debtor filed a
Motion for an Order (I) Approving on an Interim Basis the Adequacy
of Disclosures in the Combined Disclosure Statement and Plan of
Liquidation (II) Scheduling the Confirmation Hearing and Deadline
for Filing Objections, (III) Establishing Procedures for
Solicitation and Tabulation of Votes to Accept or Reject the
Combined Plan and Disclosure Statement, and Approving the Form of
Ballot and Solicitation Package, and (IV) Approving the Notice
Provisions.
Additionally, as part of the mediated resolution, certain of the
Debtor's professionals, including Gavin/Solmonese LLC and Morris
James LLP, agreed to cap their fees incurred on and prior to April
30, 2023, at $1.5 million. In exchange for the cap on fees, the
Plaintiff-Noteholders agreed to allow the use of cash collateral
for the use of payment of G/S' fees through April 30, 2023 in the
amount of $501,692 and the payment of fees of Tamerack Associates,
Inc. through April 20, 2023 in the amount of $162,758.
The Debtor believes that the requirements of section 363(c)(2)
permitting the use of cash collateral have been met under section
363(c)(1)(A) because the overwhelming majority of the noteholders,
who may have an interest in the cash collateral have consented to
its use.
A copy of the motion is available at https://urlcurt.com/u?l=YIO00U
from PacerMonitor.com.
About SureFunding LLC
Las Vegas-based SureFunding, LLC was founded by Jason and Justin
Abernathy in 2014 as a private investment vehicle. It opened in
2015 to outside investors, many of which were family, friends and
business acquaintances. Its investments are in short-term,
high-yield assets.
SureFunding sought Chapter 11 protection (Bankr. D. Del. Case No.
20-10953) on April 14, 2020, with $10 million to $50 million in
both assets and liabilities.
Judge Laurie Selber Silverstein oversees the case.
The Debtor tapped Carl N. Kunz, III, Esq., and Jeffrey R. Waxman,
Esq., at Morris James, LLP as bankruptcy attorneys; Carlyon Cica
Chtd. as special litigation counsel; and Ted Gavin of
Gavin/Solmonese, LLC as chief restructuring and liquidation
officer.
Bayard, P.A. represents the ad hoc committee of SureFunding
noteholders.
TAVERAS FAMILY: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
Taveras Family Investments Corp. asks the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, for authority to
use cash collateral, on an interim basis.
The Debtor requests permission to utilize the income and cash
assets during the period subsequent to the interim period and
before confirmation of a plan to continue to operate its
restaurant.
As adequate protection for the use of cash collateral, the Debtor
will agree, with Court approval, that any liens of US Foods, Inc.
and E Advance Services will attach to property acquired after the
petition date in the same extent, validity, and priority, as
existed on the petition date.
The adequate protection payment will be applied to the amount owed
the creditor. Any payments made in excess of a creditor's approved
claim or to an unsecured party may be subject to turnover in the
future under 11 U.S.C. section 549(a)(2)(A).
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=DVcrun from PacerMonitor.com.
The Debtor projects total income, on a weekly basis, as follows:
$3,250 for the week ending July 23, 2023; and
$3,250 for the week ending July 30, 2023.
About Taveras Family Investments
Taveras Family Investments sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32627) on
July 12, 2023. In the petition signed by Oneida M. Taveras,
president, the Debtor disclosed up to $50,000 in both assets and
liabilities.
Thomas F Jones III, Esq, at Law Office of Thomas F Jones III,
represents the Debtor as legal counsel.
TREETOP DEVELOPMENT: Taps Jeffer Mangels Butler as Special Counsel
------------------------------------------------------------------
Treetop Development, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Jeffer Mangels
Butler & Mitchell, LLP as its special counsel.
The firm's services include:
(a) advising the Debtor with respect to land use and
development issues, including as to local, state and federal land
use and development regulations, ordinances, codes, and other legal
requirements to which the Debtor's property is subject;
(b) liaising with local, state, and federal authorities and
regulators, including agencies of the City of Los Angeles and the
State of California, with respect to the property's past, present,
and future permits, entitlements, or other authorizations needed in
connection with the property or its development; and
(c) advising the Debtor with respect to building permitting
issues and requirements to preserve the existing and necessary
future building and related permits for the property.
The firm will be paid at these rates:
Partners & Counsel $695 - $1,150 per hour
Associates $465 - $695 per hour
Paraprofessionals $355 - $465 per hour
As disclosed in court filings, Jeffer is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Benjamin M. Reznik, Esq.
Jeffer Mangels Butler & Mitchell LLP
1900 Avenue of the Stars, 7th Floor
Los Angeles, CA 90067
Direct: 310-201-3572
Fax: 310-712-8572
Email: BReznik@jmbm.com
About Treetop Development
Mohamed Anwar Hadid is a Jordanian-American real estate developer.
He is known for building luxury hotels and mansions, mainly in the
Bel Air neighborhood of Los Angeles and the city of Beverly Hills,
Calif.
Hadid's 901 Strada, LLC, based in Los Angeles, Calif, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-23962) on Nov.
27, 2019. Strada was entity formed for the purpose of developing
and ultimately selling the real property perched on a hillside, and
with views to the ocean, located at 901 Strada Vecchia Road, Bel
Air, California. 901 Strada sought bankruptcy after the City of
Los Angeles revoked the building permits and a court ordered the
partially finished structures to be towrn down.
Hadid's Coldwater Development, LLC, and Lydda Lud, LLC, filed for
Chapter 11 bankruptcy in January 2021 (Bankr. C.D. Cal. Lead Case
No. 21-10335). Coldwater and Lydda Lud owned six highly prized,
vacant, residential estate lots, totaling 65.63 acres located in
the Santa Monica Mountains above Beverly Hills, California. The
debtors said the property was worth $130 million but was embroiled
in a dispute with the activist group "Friends of the Hastain
Trail", which has pushed for a recreational trail easement through
the property. The cases have since been converted to Chapter 7
liquidation and the property sold by the bankruptcy trustee for
just $1.7 million in April 2022.
Hadid's Treetop Development LLC, owner of a 9650 Cedarbrook Drive
in Beverly Hills, California, which is a planned 78,000-square-foot
home that's currently on the market for $250 million, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
C.D. Cal. Case No. 22-14165) on August 2, 2022. In the petition
filed by its manager, Mr. Hadid, the Debtor reported assets between
$100 million and $500 million and liabilities between $10million
and $50 million.
Judge Sheri Bluebond oversees the Debtor's Chapter 11 case.
The Debtor tapped Bryan Cave Leighton Paisner, LLP as bankruptcy
counsel and Jeffer Mangels Butler & Mitchell, LLP as special
counsel.
TRISTAR DRYWALL: Seeks to Hire Cohen & Cohen as Bankruptcy Counsel
------------------------------------------------------------------
TriStar Drywall, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ the Cohen & Cohen, PC as
bankruptcy counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties;
(b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare legal documents necessary in the administration of
the case;
(d) protect the interests of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiating with its creditors to
prepare a plan of reorganization or other exit plan.
The hourly rates of the firm's counsel and staff are as follows:
Roberston Cohen $450
Katharine Sender $325
Associates $195 - $380
Paralegal $175
In addition, the firm will seek reimbursement for expenses
incurred.
Pre-petition, the firm received $25,500 from the Debtor.
Katharine Sender, Esq., an attorney at Cohen & Cohen, 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:
Katharine S. Sender, Esq.
Cohen & Cohen, PC
1720 S. Bellaire St., Ste 205
Denver, CO 80222
Telephone: (303) 933-4529
Facsimile: (866) 230-8268
Email: ksender@cohenlawyers.com
About TriStar Drywall
TriStar Drywall Inc. -- https://tristardw.com/ -- is a Colorado
based drywall contractor.
Tristar Drywall Inc. sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-12920) on
July 2, 2023. In the petition filed by Daniel Haltom, president,
the Debtor reports total assets of $3,416,659 and total liabilities
of $2,613,910.
Joli A. Lofstedt has been appointed as Subchapter V trustee.
The Debtor tapped Cohen & Cohen, PC as counsel and McDaniel
Consulting Group, LLC as provider of tax and accounting services.
TRISTAR DRYWALL: Taps McDaniel Consulting as Tax Services Provider
------------------------------------------------------------------
TriStar Drywall, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ McDaniel Consulting Group,
LLC.
The Debtor needs the firm's services related to any tax issue
regarding this estate including, but not limited to, filing all
necessary state and federal tax returns on behalf of the estate.
The firm will be billed at an hourly rate of $85.
Gayle McDaniel, a member at McDaniel Consulting Group, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Gayle McDaniel
McDaniel Consulting Group, LLC
102 Rutherford Street
Summerville, SC 29483
Telephone: (843) 708-5466
Email: gmcdaniel4444@gmail.com
About TriStar Drywall
TriStar Drywall Inc. -- https://tristardw.com/ -- is a Colorado
based drywall contractor.
Tristar Drywall Inc. sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-12920) on
July 2, 2023. In the petition filed by Daniel Haltom, president,
the Debtor reports total assets of $3,416,659 and total liabilities
of $2,613,910.
Joli A. Lofstedt has been appointed as Subchapter V trustee.
The Debtor tapped Cohen & Cohen, PC as counsel and McDaniel
Consulting Group, LLC as provider of tax and accounting services.
TRUGREEN LP: BlackRock MSIT Marks $201,000 Loan at 35% Off
----------------------------------------------------------
BlackRock Multi-Sector Income Trust has marked its $201,000 loan
extended to TruGreen Limited Partnership to market at $130,650 or
65% of the outstanding amount, as of April 30, 2023, according to a
disclosure contained in the BlackRock Trust's Form N-CSR report for
the semi-annual period ended April 30, 2023, filed with the
Securities and Exchange Commission.
The BlackRock Trust is a participant in a 2020 Second Lien Term
Loan (3-mo. LIBOR US at 0.75% Floor + 8.50%) to TruGreen. The loan
accrues interest at 13.77% per annum. The loan matures on November
2, 2028.
BlackRock Multi-Sector Income Trust (BIT) is registered under the
Investment Company Act of 1940, as amended. The Trust is registered
as a diversified, closed end management investment company. The
Trust is organized as a Delaware statutory trust.
TruGreen provides lawn care services. The Company offers healthy
lawn analysis, fertilization, tree and shrub care, weed control,
insect control, and other related services.
TRUGREEN LP: First Trust Fund Marks $5.8M Loan at 32% Off
---------------------------------------------------------
First Trust High Income Long/Short Fund has marked its $5,800,000
loan extended to TruGreen Limited Partnership to market at
$3,915,000 or 68% of the outstanding amount, as of April 30, 2023,
according to a disclosure contained in First Trust's Form N-CSR for
the Fiscal year ended April 30, 2023, filed with the Securities and
Exchange Commission.
First Trust is a participant in a Second Lien Initial Term Loan (1
Mo. LIBOR + 8.50%, 0.75% Floor) to TruGreen. The loan accrues
interest at 13.33% per annum. The loan matures on November 11,
2028.
First Trust High Income Long/Short Fund is a diversified;
closed-end management Investment Company organized as a
Massachusetts business trust on June 18, 2010, and is registered
with the Securities and Exchange Commission (SEC) under the
Investment Company Act of 1940, as amended. The Fund trades under
the ticker symbol FSD on the New York Stock Exchange (NYSE).
TruGreen provides lawn care services. The Company offers healthy
lawn analysis, fertilization, tree and shrub care, weed control,
insect control, and other related services.
US RENAL: Moody's Lowers CFR to Caa3 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded U.S. Renal Care, Inc's
Corporate Family Rating to Caa3 from Caa1 and the Probability of
Default Rating to Caa3-PD from Caa1-PD. Moody's also downgraded the
senior secured rating to Caa3 from B3 and the senior unsecured
rating to C from Caa3. The outlook was changed to negative from
stable.
The downgrade reflects the very high likelihood of a restructuring
of U.S. Renal's capital structure due to high debt burden relative
to the company's earnings capacity. This also reflects headwinds
currently faced by U.S. Renal including challenges to grow earnings
caused by on-going labor cost inflation and a slow recovery from
lower treatment volumes during the pandemic. As a result, Moody's
expects leverage to remain very high, above 10x over the next 12-18
months. In addition, Moody's expects liquidity, currently adequate,
will deteriorate due to on-going cash burn, absent a significant
recovery in earnings. However, liquidity was boosted by recent
issuance of $328 million of new super piority first lien debt
(unrated), which increased cash balances to close to $400 million.
Governance considerations are material to the rating action
reflecting very aggressive financial policies in particular with
regard to leverage and expansion which has led to a deterioration
in liquidity and sustained negative free cash flow. Furthermore,
the recent debt issuance resulted in a weakening of the position of
existing lenders in addition to increasing the debt burden.
Downgrades:
Issuer: U.S. Renal Care, Inc
Corporate Family Rating, Downgraded to Caa3 from Caa1
Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD
Backed Senior Secured Term Loan, Downgraded to Caa3 from B3
Backed Senior Secured 1st Lien Term Loan, Downgraded to Caa3 from
B3
Backed Senior Secured Revolving Credit Facility, Downgraded to
Caa3 from B3
Senior Unsecured Notes, Downgraded to C from Caa3
Outlook Actions:
Issuer: U.S. Renal Care, Inc
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
U.S. Renal's Caa3 Corporate Family Rating reflects very high
financial leverage and weak operating performance. Moody's expects
that the company's leverage will remain very high with debt/EBITDA
above 10 times over the next 12 to 18 months. The rating is also
constrained by the company's modest scale relative to other players
in the sector. Moody's also expects dialysis providers, such as
U.S. Renal, to face increasing shift towards lower reimbursed
government programs and rising risk of legislative efforts that
will reduce industry profitability. There is a significant
differential in reimbursement for commercial patients versus
Medicare patients, and dialysis service providers rely on
commercial patients for the bulk of their profits. Moody's believes
this raises longer-term risk around payment rates and
profitability. U.S. Renal's credit profile is supported by stable
and recurring revenue reflecting the essential nature of dialysis
and adequate liquidity in the short term.
The negative outlook reflects Moody's expectation that credit
metrics will remain weak and that the company's capital structure
is unsustainable absent a material recovery in earnings which
increases the risk of future distressed exchange transactions or a
default.
Moody's expects U.S. Renal's liquidity to be adequate. The
company's very high interest expense burden will lead to
significant negative free cash flow. As a result, Moody's expects
that cash balances will gradually decrease but will remain above
$230 million by the end of fiscal year 2024. Liquidity is further
supported by a $150 million first lien revolving credit facility
(currently undrawn), which is due in June 2024. However, this
facility has a leverage covenant set at 7.3x (if more than 35%
drawn) and might not be fully available due to US Renal's very high
leverage.
The Caa3 ratings on the senior secured credit facility is in line
with the Corporate Family Rating and reflect the presence of the
super priority first lien new debt (NR). The C rating on the
unsecured notes reflects Moody's view of a minimal recovery rate in
the event of default.
U.S. Renal's CIS-5 score indicates that the rating is materially
lower than it would have been if ESG exposures did not exist. The
company has significant exposure to governance risk considerations
(G-5) reflecting an aggressive financial policy, including an
appetite for very high leverage. Turning to social risk (S-4), US
Renal Care's exposure stems from responsible production and
customer relations as a provider of dialysis services. The company
faces social risk exposures around reimbursement rates with a
significant disparity between the reimbursement it receives for
treating commercially insured patients and the amount it receives
for treating patients insured by Medicare. The company is also
exposed to both labor shortages and wage inflation given its large
workforce of both skilled and unskilled employees.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although unlikely in the near term, an upgrade would require a
reduction in the likelihood of default and sustained improvement in
operating performance and liquidity such that it would allow the
company to reduce leverage, Moody's-adjusted debt/EBITDA, to a more
sustainable level.
The ratings could be downgraded if the company defaults or if the
prospects for recovery further decline.
U.S. Renal Care, Inc provides dialysis services to patients who
suffer from chronic kidney failure. U.S. Renal Care, Inc provides
dialysis services through 400 outpatient facilities in 33 states
and the territory of Guam. It also provides acute dialysis services
through contractual relationships with hospitals and home dialysis
services. Revenues are approximately $1.3 billion. U.S. Renal Care
Inc. is owned by private equity firms Bain Capital, Summit
Partners, and Revelstoke Capital Partners, along with other
investors and management.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
VIASAT INC: Fitch Puts 'BB-' LongTerm IDR on Rating Watch Negative
------------------------------------------------------------------
Fitch Ratings has placed the 'BB-' Long-Term Issuer Default Ratings
(IDRs) of Viasat, Inc. and Viasat Technologies Limited on Rating
Watch Negative (RWN). Fitch has also placed the 'BB-' IDRs of
Connect BidCo Limited, and co-borrowers -- Connect Finco SARL and
Connect U.S. Finco LLC -- on RWN. All issue ratings have also been
placed on RWN.
The rating action follows the announcement of an unexpected event
resulting from a problem in reflector deployment of the recently
launched Viasat-3 Americas satellite. The company is investigating
the issue, however, there is a potential of total loss of the first
satellite (subject to recovery under insurance claims) and delay in
launch of the second Viasat-3 satellite as it uses the same
reflector. While the existing customers, coverage and capacity are
not affected, Fitch believes there could be a potential impact on
future revenue growth especially in U.S. Fixed Broadband segment.
KEY RATING DRIVERS
Ratings on Watch Negative: Fitch's RWN action takes into account a
potential significant impact on forecast from a possible loss on
first Viasat-3 satellite and delay in launch of second Viasat-3
satellite that is higher than Fitch's current revised forecast that
assumes significant reduction in revenue growth and EBITDA margins.
Fitch still expects Viasat to deleverage to below Fitch current
sensitivity of 5x within Fitch rating horizon of 18 months-24
months. The company is expected to provide details on impact on its
earnings call on August 9.
Fitch estimates the cost of Viasat-3 Americas at approximately $800
million and believes the company will recover $425 million through
insurance claims if there is a total loss. Fitch expects entire
proceeds to be utilized for the company's capex. Fitch believes the
company will manage capacity for its impacted U.S. fixed broadband
segment by redeploying its existing/ in construction satellites or
leasing the Ka-band capacity.
Inmarsat Merger: Viasat completed merger with Connect Topco Limited
(Inmarsat) in a cash and stock transaction, following receipt of
pending regulatory approvals from EC, the U.K. Competition &
Markets Authority and U.S. FCC. The merger provides scale and
growth opportunities in mobility and government end-markets as well
as helps diversify Viasat's revenue geographically, also increasing
the proportion of recurring revenue in the combined revenue mix.
Fitch believes Viasat's merger with Inmarsat is neutral to its
credit profile. Fitch estimates the transaction will cause gross
leverage to rise temporarily to over 5x (before impact from
satellite loss), however increased scale, revenue growth
opportunities with the capacity boost from subsequent satellite
launches (assuming loss on first satellite and slight delay on
launch of second and third satellites) and increased EBITDA margins
due to inclusion of Inmarsat's higher margin business combined with
synergies provides for opportunity to rapidly deleverage over the
rating horizon.
Leverage Expectations: Fitch estimates Viasat's EBITDA leverage
will approximate 5.4x at FYE 2025 (net EBITDA leverage of 4.6x),
with net EBITDA leverage much lower, reflecting the proceeds from
the sale of the tactical data link business (TDL or Link 16)
received in early 2023 and $425 million of assumed insurance
proceeds in 2H23. Fitch expects the company to carry high cash
balances at least until 2025 when the company is expected to use a
portion of cash to repay $700 million of unsecured notes on
maturity. Proforma gross leverage (PF for Inmarsat acquisition and
synergies) at YE 2023 was 5.1x.
Solid EBITDA Growth: Viasat's revenues from continuing operations
(on a standalone basis) grew 6% for fiscal 2023 (ending March 2023)
due the continuing recovery of the satellite services business,
growth due to acquisitions, and higher commercial networks revenue.
In fiscal 2023, satellite services revenues grew roughly 2%,
compared with the 37% growth in fiscal 2022. Growth has been slower
as the company has been shifting capacity away from fixed broadband
to the inflight connectivity (IFC) service in anticipation of
capacity needs in early calendar 2023, and as it continues to add
aircraft using its service.
Inmarsat's YE 2022 revenue increased in high single digits driven
by strong growth mobility markets (esp. aviation), while its 1Q23
revenue registered a mid-teens revenue growth with strong
performance across segments. Inmarsat's EBITDA margins are
significantly higher than standalone Viasat's as the company was
less vertically integrated and did not have high development costs
as Viasat has, and due to absence of lower margin fixed broadband
business.
FCF Deficits from High Capex: Viasat is in the midst of a high
capex period, as it is building three third-generation,
high-throughput satellites at a total cost of $2 billion or more.
The first, Viasat-3 (Americas), was launched in April 2023, but
there remains an uncertainty on its usability due to the recent
reflector issue. Capex is expected to remain high as Viasat-3
(EMEA) and ViaSat-3 (APAC) are launched. ViaSat-3 (EMEA) is
expected to launch about six months later than the first Viasat-3
satellite's launch, however, Fitch estimates a delay in its launch
until the company identifies the root cause of failure of reflector
deployment on the first. Viasat-3 (APAC) is expected to follow six
to nine months after the launch of EMEA satellite. Fitch now
expects the company to be FCF positive starting FY27.
Execution Risk: Viasat is in the construction phase of a
three-satellite constellation (two remaining) that will require the
company to execute on the construction phase of the remaining
satellites, as well as on growth strategies once the satellites are
in service to sustain EBITDA and cash flow growth. The company is
expected to benefit from a strong revenue backlog, as well as the
additional global markets opened up by the Viasat-3 satellites.
Revenue Backlog: Viasat had a $1.7 billion backlog from continuing
operations at March 31, 2023 (up 2% over the prior year). The
company does not include amounts in backlog if the company does not
have purchase orders. The backlog does not include anticipated
purchase orders for commercial aircraft IFC systems or service
revenues under agreements.
As of March 31, 2023, Viasat provides in-flight internet services
to 2,270 active commercial aircraft. In addition, the company
anticipates another 1,310 aircraft would be put into service under
existing agreements. A majority of the company's IFC contracts are
for a period of five to 10 years, with varying levels of penalties
associated with a termination for convenience.
High Industry Competition: Fitch expects Viasat to face significant
competition in satellite services from low-earth orbit (LEO)
satellite networks in development. Viasat is expected to have a
material advantage in cost/ bit of capacity and leveraging its
existing business platform, while being disadvantaged in terms of
latency.
Viasat benefits from vertical integration, which drives cost
efficiencies. The company operates from a strong competitive
position within certain business segments, primarily the satellite
services segment where existing competitors may have weaker
financial profiles or technology positions. Its share in the North
American narrow-body market has grown significantly over the past
several years. With Inmarsat, the company is expected to increase
its share in mobility (IFC and maritime) significantly and reduce
highly competitive fixed broadband revenue share in the total mix.
In the government systems and commercial networks segments, Viasat
has a relatively strong competitive position with its product
portfolio, but faces competition from higher rated companies with
stronger and more diversified businesses.
Parent Subsidiary Linkage: Fitch believes there are high strategic
and operational incentives given the substantial size and scale of
Inmarsat such that avoidance costs will be substantial. The
combined entity will be managed by the parent's leadership team
with fully integrated management decisions. Both companies operate
in Ka-band providing for integrated network opportunities. However,
the absence of guarantees result in moderately weaker legal ties.
Fitch equalizes ratings of Viasat and Inmarsat based on high
strategic and operational incentives but weak legal linkages.
DERIVATION SUMMARY
In the Government Systems and Commercial Systems segments, Viasat
competes against higher rated companies that have access to much
greater resources. In the Government Systems segment, there are
numerous competitors, but major competitors in the manufacture of
defense electronic against which Viasat competes include BAE
Systems plc (BBB+/Stable) and Collins Aerospace.
In the Commercial Networks segment, the company also competes
against much larger companies, including Airbus SE (A-/Stable),
General Dynamics, L3Harris Technologies (BBB+/Negative) and MAXAR
Technologies.
In the satellite services business, as a provider of communications
infrastructure, comparable businesses to Viasat would include
Intelsat Jackson Holdings S.A. (B+/Positive) and several companies
unrated by Fitch, such as Telesat Canada and SBA Communications.
Unlike some of these companies, Viasat provides services directly
to consumers in its satellite services segment. SpaceX is also
providing services directly to consumers. Given Viasat's vertically
integrated strategy, which not only includes satellite services,
but the development and manufacture of equipment, its EBITDA
margins are lower than the pure service providers. Fitch believes
the company's vertical integration provides a competitive advantage
over pure services providers.
In the in-flight connectivity segment, Viasat competes against
Intelsat, which acquired GoGo Inc., Anuvu (formerly Global Eagle
Entertainment), Panasonic Avionic Corporation, SpaceX and others.
KEY ASSUMPTIONS
-- Revenue just below $4 billion for FY 2024 following Inmarsat
acquisition close on May 30, 2023 and sale of Link 16 business in
January 2023. For FY 2024, Fitch has revised the revenue growth
down such that it expects revenue to approximate $4.4 billion;
-- Adjusted EBITDA margins for the combined business are assumed
in 31%-32% range for FY 2024 and expected to increase to 33%-34%
range over the forecast as acquisition synergies are realized;
-- Capex in FY24 is expected in $1.2 billion-$1.3 billion range,
and expected to peak in FY25 to approx. $1.5 billion;
-- Fitch has assumed a loss of the first ViaSat-3 satellite and a
slight delay in the launch of the second satellite; Fitch assumes
the pacing of the third satellite in line with the company's
guidance;
-- Fitch has assumed $425 million of proceeds from insurance
claims on loss of Viasat-3 Americas satellite.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
-- EBITDA leverage sustained below 4.0x;
-- Sustained positive FCF generation such that (CFO-Capex)/Debt
approaches 7.5%.
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
-- EBITDA leverage sustained above 5.0x;
-- Material delays or issues with respect to anticipated satellite
launches, or delays in achieving revenue and EBITDA growth from
future satellites due to business or competitive reasons.
The Rating Watch could be resolved when Fitch has better clarity on
the financial impact and the pacing of the Viasat-3 satellites
launches and how delays will impact the company's long-term growth
and financial profile.
LIQUIDITY AND DEBT STRUCTURE
Liquidity: Viasat's liquidity is relatively strong given its cash
balances and availability on its revolver, and is partly offset by
FCF deficits. At March 31, 2023, cash and cash equivalents amounted
to approx. $1.3 billion, including the receipt of $1.8 billion in
net proceeds from the January 2023 sale of the Link 16 business.
At March 31, 2023, Viasat had approximately $657 million of
capacity on its $700 million revolver, after $42.6 million in
letters of credit. The company used a portion of the proceeds from
the sale of the Link 16 business to repay all-then outstanding
borrowings on the revolver, thus increasing availability on the
revolver to $657 million.
Fitch expects Viasat to maintain cash and utilise liquidity to meet
2025 maturity of $700 million unsecured notes. In addition, Fitch
expects the capex to peak in FY 2025 (CY 2024) as the company
completes the construction of the remaining two Visat-2 satellites.
Fitch expects Viasat to start generating positive FCF in FY 2026,
as capex intensity subsides.
Viasat completed the acquisition of Inmarsat using the $1.6 billion
of financing commitments it had in place in connection with the
pending acquisition. The company intends to use the proceeds from
the new term loan B due 2030 for the Inmarsat Transaction,
including related fees and expenses, and for general corporate
purposes. The net proceeds from the senior unsecured notes offering
will be applied in full, together with cash on hand, to the amounts
outstanding under the unsecured bridge.
Viasat also assumed approx. $3.8 billion of Inmarsat's debt.
Inmarsat debt was entirely senior secured, comprising of $700
million revolver due 2024 (undrawn as of March 31, 2023), $1.7
billion of term loan due 2026 and $2.1 billion of senior secured
notes due 2026. Viasat does not guarantee Inmarsat's debt. Fitch
expects Viasat will maintain, at least for the time being, two
separate debt silos - Viasat credit group and Inmarsat credit
group. There are no cross guarantees between the two debt silos.
Viasat also had $59 million outstanding under an Ex-Im credit
facility, a senior secured direct loan facility put in place
primarily to fund the construction, launch and insurance of the
ViaSat-2 satellite.
The company is required by the terms of its senior secured credit
facilities to have insurance on 75% of the net book value of
certain covered satellites. The company has in-orbit insurance on
the Viasat-2, Viasat-1, WildBlue-1 and the Anik F2 satellites.
ISSUER PROFILE
Viasat, Inc. is a vertically integrated technology provider, with
an end-to-end platform of high-capacity satellites, ground
infrastructure and user terminals. By being vertically integrated,
the company can provide cost effective and high-speed broadband
solutions through a broad market consisting of enterprise,
government and consumer users. On May 30, 2023, Viasat completed
acquisition of Connect Top Co Limited (Inmarsat), becoming one of
the largest satellite companies globally.
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.
VIEWRAY INC: Files Chapter 11 to Facilitate Section 363 Sale
------------------------------------------------------------
ViewRay, Inc. on July 17 disclosed that it and certain of its
subsidiaries (collectively, "the Company") filed voluntary
petitions for relief (the "Petitions") under Chapter 11 of Title 11
the U.S. Bankruptcy Code ("Chapter 11") in the United States
Bankruptcy Court for the District of Delaware (the "Court"). The
Company further disclosed that it intends to pursue a sale of its
business under Section 363 of the Bankruptcy Code, including a sale
of all or a portion of the Company's assets, while continuing to
support its customers during the Chapter 11 process.
To facilitate this process, in addition to having the use of its
sufficient existing cash reserves, the Company has received a
commitment of approximately $6 million in debtor-in-possession
financing from MidCap Financial Services, LLC. Following court
approval, the Company expects this financing to provide the
necessary liquidity to support operations during the Chapter 11
process.
Alongside these efforts, the Company is strategically managing
inventory to maintain MRIdian MRI-guided radiation therapy systems
at customer sites across the globe. The Company has filed a variety
of "first day" motions containing customary relief intended to
assure the Company's ability to continue its ordinary course
operations, such as continuing to service its customers and honor
its obligations to its remaining employees, following an additional
reduction in force, as the Company begins its efforts to effectuate
the sale of its assets.
On July 15, 2023, prior to filing the Petitions, Phillip M. Spencer
and Gail Wilensky, Ph.D., advised the Board of Directors (the
"Board") of the Company of their resignations from the Board.
Subsequently, on July 15, 2023, Scott Drake ceased to serve as the
Chief Executive Officer of the Company, and transitioned to a
continuing role as a director of the Company.
The Company has appointed Paul Ziegler as Chief Executive Officer
of the Company, effective July 15, 2023. Mr. Ziegler, who had been
the Chief Commercial Officer of the Company, has also been
appointed to the Board as a director. The Board also decreased the
size of the Board from nine to seven directors. In addition, the
Company has appointed Sanket Shah as Senior Vice President, General
Counsel of the Company, effective as July 15, 2023. Mr. Shah has
been at the Company since 2019, most recently acting as Vice
President, Deputy General Counsel.
"Despite the operating challenges, MRIdian has facilitated real
societal value and remains critically important for a broad
population of cancer patients, including those who were previously
considered untreatable," said Mr. Ziegler. "We deeply appreciate
our teammates, customers, partners, and patients that we serve. We
will continue to work diligently to maximize value for the benefit
of all stakeholders."
Court filings and information about the Chapter 11 case can be
found at a website maintained by the Company's claims agent Stretto
at https://cases.stretto.com/ViewRay. Faegre Drinker Biddle & Reath
LLP is serving as legal counsel, B. Riley Securities, Inc. is
serving as investment banker, and Berkeley Research Group is
serving as financial advisor.
About ViewRay
ViewRay, Inc. (Nasdaq: VRAY) designs, manufactures, and markets the
MRIdian(R) MRI-Guided Radiation Therapy System. MRIdian is built
upon a proprietary high-definition MR imaging system designed from
the ground up to address the unique challenges and clinical
workflow for advanced radiation oncology. Unlike MR systems used in
diagnostic radiology, MRIdian's high-definition MR was
purpose-built to address specific challenges, including beam
distortion, skin toxicity, and other concerns that potentially may
arise when high magnetic fields interact with radiation beams.
ViewRay and MRIdian are registered trademarks of ViewRay, Inc.
WCG INTERMEDIATE: Moody's Affirms 'B3' CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of WCG Intermediate
Corp., including the B3 Corporate Family Rating and B3-PD
Probability of Default Rating. Moody's also affirmed the B2 rating
on the company's senior secured first lien bank credit facility,
consisting of a $250 million revolving credit facility expiring in
2026 and a $1,470 million term loan due in 2027. WCG's ratings
outlook remains stable.
The rating affirmation reflects Moody's view that WCG will maintain
its strong market position within the Institutional Review Board
(IRB) market supported by favorable long-term industry tailwinds
that Moody's expects will drive both top and bottom-line growth.
Despite WCG's high financial leverage and a decline in COVID-19
clinical trial related activity, Moody's expects the company's
debt-to-EBITDA to decline to the mid-7 times range over the next 12
to 18 months, absent any material debt-funded acquisitions.
Affirmations:
Issuer: WCG Intermediate Corp.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Backed Senior Secured 1st Lien Term Loan, Affirmed B2
Backed Senior Secured 1st Lien Revolver Credit Facility, Affirmed
B2
Outlook Actions:
Issuer: WCG Intermediate Corp.
Outlook, Remains Stable
RATINGS RATIONALE
WCG's B3 CFR is constrained by the company's high financial
leverage and modest size relative to its peers. Moody's estimates
WCG's LTM adjusted debt/EBITDA for the period ended March 31, 2023,
to be approximately 7.9 times, inclusive of significant EBITDA
addbacks particularly related to restructuring and integration
costs. Moody's expects debt/EBITDA to improve to the mid-7 times
range over the next 12 to 18 months, assuming no significant
debt-funded acquisitions. Although the company has not made an
acquisition since mid-2021, the company has a history of being
acquisitive, with approximately 30 acquisitions over the past
decade. The rating is also constrained by the moderately high
concentration among WCG's top customers.
The B3 rating is supported by the company's leading position within
the niche IRB services market. Although the industry has few legal
barriers to entry, WCG's strong market share and solid reputation
provide the company with a highly defensible position. This is
demonstrated by the company's high-90% customer retention rate. The
company's IRB business does not face significant disintermediation
risk as IRBs effectively regulate clinical trials, requiring IRB
customers to outsource this service. Moody's views the IRB market
favorably because of its relatively low cost compared to the
overall cost of clinical trials, the limited number of market
participants, and the long-term growth prospects, particularly with
a significant patent cliff for certain large pharmaceutical
companies approaching within a few years. Moody's also views WCG's
Clinical Research Solutions business as complimentary to its IRB
business. As WCG continues to integrate its Research Solutions
acquisitions, Moody's expects that the company's data sets and
insights from its IRB business will support further Research
Solutions growth with cross-selling opportunities.
Moody's expects WCG to maintain good liquidity over the next 12 to
18 months. As of March 31, 2023, the company had approximately $86
million of cash on hand and access to an undrawn $250 million
revolving credit facility. Moody's expects the company to generate
roughly breakeven free cash flow over the next 12 to 18 months,
which includes mandatory first lien term loan amortization of
approximately $15 million.
WCG's senior secured first lien credit facility, comprised of a
$250 million revolving credit facility expiring in July 2026 and
$1,470 million first lien term loan maturing January 2027, is rated
B2, one notch above the B3 CFR. This reflects the benefit of a
layer of loss absorption provided by the $345 million senior
secured second lien term loan (unrated) that matures in January
2028.
The outlook is stable. Despite WCG's high financial leverage,
Moody's expects that favorable dynamics in the sector will drive
further growth for the company, aiding in deleveraging to the mid-7
times range over the next 12 to 18 months.
ESG CONSIDERATIONS
WCG Intermediate's ESG credit impact score is CIS-4 indicating that
the rating is lower than it would have been if ESG risk exposures
did not exist. WCG Intermediate has high exposure to governance
risk considerations, most notably with aggressive financial
policies under private equity ownership (G-4). The company has a
track record of incurring additional debt to fund acquisitions to
supplement organic growth, resulting in high levels of debt and
financial leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if WCG exhibits sustained revenue and
earnings growth. Ratings could also be upgraded if the company
effectively manages its integration strategy while achieving
greater scale. Ratings could be upgraded if the company
demonstrates consistent and robust positive free cash flow
generation. Quantitatively, ratings could be upgraded if
debt/EBITDA is sustained below 6 times on Moody's basis.
The ratings could be downgraded if the company experiences material
weakness in revenues or profitability. Ratings could also be
downgraded if there was a deterioration in liquidity including
sustained negative free cash flow. Lastly, ratings could be
downgraded if the company undertakes material debt-funded
acquisitions or shareholder initiatives.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Based in Princeton, NJ, WCG Intermediate Corp. is a leading
provider of clinical trial solutions, including study planning,
study review, site optimization, enrollment and retention, clinical
endpoints, as well as benchmarking, analytics and consulting. WCG's
customers include pharmaceutical companies, biotechnology, contract
research organizations (CROs) and institutions (primarily academic
medical centers). The company is majority owned by financial
sponsor Leonard Green & Partners. For the twelve months ended March
31, 2023, WCG Intermediate Corp. generated revenues of
approximately $617 million.
WESCO AIRCRAFT: Seeks to Hire Haynes and Boone as Co-Counsel
------------------------------------------------------------
Wesco Aircraft Holdings Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Haynes and Boone, LLP as co-counsel with Milbank, LLP.
The firm's services include:
a. performing all legal services for and on behalf of the
Debtors that may be necessary or appropriate in the administration
of these Chapter 11 cases, including, without limitation, preparing
agendas, hearing notices, witness and exhibit lists, and hearing
binders of documents and pleadings;
b. providing legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit case law;
c. reviewing and commenting on proposed drafts of pleadings to
be filed with the court;
d. at the Debtors' request, appearing in court and at any
meetings with the U.S. Trustee and creditors;
e. performing all other services assigned by the Debtors to
the firm; and
f. providing legal advice and services on any matter as needed
based on specialization.
The firm will be paid at these hourly rates:
Partners $650 - $1,650
Counsel $575 - $1,500
Associates $340 - $925
Paraprofessionals $450 - $525
Haynes and Boone received retainers totaling $210,000 from the
Debtors prior to the petition date.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Haynes
and Boone disclosed the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The firm has represented the Debtors in the five-week
period preceding the Petition Date. Haynes and Boone used the the
same current hourly rates for prepetition services: partners, $650
to $1,650; counsel, $575 to $1,500; associates, $340 to $925; and
paraprofessionals, $450 to $525 per hour.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Haynes and Boone in coordination with other
professionals intends to provide a prospective budget and staffing
plan for these Chapter 11 Cases in a reasonable effort to comply
with the U.S. Trustee's request for information and additional
disclosures.
Charles Beckham, Jr., Esq., a partner at Haynes and Boone,
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:
Charles A. Beckham, Jr.
Haynes and Boone, LLP
1221 McKinney Street, Suite 4000
Houston, TX 77010
Tel: +1 713.547.2243/+1 212.659.7300
Fax: +1 713.236.5638
Email: charles.beckham@haynesboone.com
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The
company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP and
Morrison Foerster, LLP.
WESCO AIRCRAFT: Seeks to Hire Milbank LLP as Bankruptcy Counsel
---------------------------------------------------------------
Wesco Aircraft Holdings Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Milbank, LLP as their bankruptcy counsel.
The firm's services include:
a. advising the Debtors with respect to their rights, powers,
and duties in the operation of their business and the management of
their assets;
b. advising and consulting on the conduct of the Chapter 11
cases, including all of the legal and administrative requirements
of operating in chapter 11;
c. advising the Debtors and taking all necessary or
appropriate actions at the Debtors' direction with respect to
protecting and preserving the Debtors' estates, including the
defense of any actions commenced against the Debtors, the
negotiation of disputes in which the Debtors are involved, and the
preparation of objections to claims filed against the Debtors'
estates, attending meetings and negotiating with representatives of
creditors and other parties in interest, including governmental
authorities, as necessary;
d. drafting legal papers;
e. representing the Debtors in connection with obtaining
authority to continue using cash collateral and post-petition
financing;
f. advising the Debtors concerning executory contract and
unexpired lease assumption, assignment and rejection;
g. appearing before the bankruptcy court and any appellate
courts to represent the interests of the Debtors' estates;
h. advising the Debtors regarding tax matters;
i. taking all necessary or appropriate actions in connection
with a Chapter 11 plan and related disclosure statement, and such
further actions as may be required in connection with the
administration of the estates;
j. representing the Debtors in matters arising under UK law in
connection with the administration of their estates, including any
ancillary proceedings that the Debtors may file in the United
Kingdom in their capacity as foreign representatives; and
k. performing all other legal services in connection with
these Chapter 11 cases, including, without limitation, any general
corporate legal services.
The firm will charge these hourly fees:
Partners $1,495 - $2,045
Counsel $1,425 - $1,625
Associates $575 - $1,300
Legal Assistants $300 - $450
Milbank received payments from the Debtors totaling $6.75 million
in the form of retainer funding.
Milbank provided the following in response to the request for
additional information set forth in Appendix B, Paragraph D.1 of
the U.S. Trustee Guidelines:
a. Question: Did Milbank agree to any variations from, or
alternatives to, Milbank's standard billing arrangements for this
engagement?
Answer: Milbank did not agree to a variation of its
standard or customary billing arrangements for this engagement.
b. Question: Do any of the Milbank professionals in this
engagement vary their rate based on the geographic location of
these Chapter 11 Cases?
Answer: None of Milbank's professionals included in this
engagement have varied their rate based on the geographic location
of these cases.
c. Question: If Milbank has represented the Debtors in the 12
months prepetition, disclose Milbank's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Milbank's billing
rates and material financial terms have changed postpetition,
explain the difference and the reasons for the difference.
Answer: Milbank represented the Debtors in the 12 months
prior to the petition date. Milbank adjusts its billing rates
annually, effective January 1 of each year. Milbank's rates for its
prepetition engagement from June 1 to December 31, 2022, were:
$1,350 to $1,895 for partners, $1,320 to $1,550 for counsel, $525
to $1,180 for associates, and $270 to $410 for legal assistances.
The billing rates and material financial terms in connection with
such representation have not changed postpetition.
d. Question: Have the Debtors approved Milbank's budget and
staffing plan, and, if so, for what budget period?
Answer: Have the Debtors and Milbank intend to develop a
prospective budget and staffing plan in a reasonable effort to
comply with the U.S. Trustee's requests for information and
additional disclosures. Consistent with the U.S. Trustee
Guidelines, the budget may be amended as necessary to reflect
changed or unanticipated developments.
Matthew Brod, Esq., a partner at Milbank, disclosed in court
filings that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Dennis F. Dunne, Esq.
Andrew M. Leblanc, Esq.
Michael W. Price, Esq.
Lauren C. Doyle, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5460
Facsimile: (212) 822-5460
Email: mbrod@milbank.com
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The
company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP and
Morrison Foerster, LLP.
WESCO AIRCRAFT: Seeks to Hire PJT Partners as Investment Banker
---------------------------------------------------------------
Wesco Aircraft Holdings Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire PJT Partners, LP.
The Debtors require an investment banker to:
a. assist in the evaluation of the Debtors' businesses and
prospects;
b. assist in the development of the Debtors' long-term
business plan and related financial projections;
c. assist in the development of financial data and
presentations to the Debtors' Boards, various creditors, and other
third parties;
d. analyze the Debtors' financial liquidity and evaluate
alternatives to improve such liquidity;
e. analyze various restructuring scenarios and the potential
impact of these scenarios on the recoveries of those stakeholders
impacted by the Restructuring;
f. provide strategic advice with regard to restructuring or
refinancing the Debtors' Obligations;
g. evaluate the Debtors' debt capacity and alternative capital
structures;
h. participate in negotiations among the Debtors and their
creditors, suppliers, lessors, and other interested parties;
i. value securities offered by the Debtors in connection with
a Restructuring;
j. assist in arranging financing for the Debtors, as
requested;
k. provide expert witness testimony concerning any of the
subjects encompassed by the other investment banking services; and
l. provide such other advisory services as are customarily
provided in connection with the analysis and negotiation of a
transaction similar to a potential Restructuring, as requested and
mutually agreed.
The firm will be compensated as follows:
a. Monthly Fee
The Debtors shall pay PJT a monthly advisory fee in the
amount of $200,000 per month. 50 percent of any Monthly Fees paid
to PJT after the sixth (6th) full Monthly Fee has been paid (i.e.,
after $1,200,000 in Monthly Fees have been paid to PJT) through the
payment of the twelfth (12th) Monthly Fee shall be credited against
any Restructuring Fee up to a maximum total credit against the
Restructuring Fee of $600,000; provided that, any such credit of
fees shall apply only in the event that all fees earned by PJT
pursuant to the Engagement Letter are approved in their entirety by
the Court pursuant to a final order not subject to appeal and which
order is acceptable in all respects to PJT.
b. Capital Raising Fee
The Debtors shall pay a capital raising fee (the "Capital
Raising Fee") for any Capital Raise, earned and payable upon the
earlier of the receipt of a binding commitment letter and the
closing of such Capital Raise. If access to the financing is
limited by orders of the Court, a proportionate fee shall be
payable with respect to each available commitment (irrespective of
availability blocks, borrowing base, or other similar
restrictions). The Capital Raising Fee will be calculated as:
(i) 1.5 percent of the total issuance and/or committed
amount of senior debt financing (i.e., first lien or priming debt),
(ii) 3 percent of the total issuance and/or committed
amount of junior debt financing or unsecured debt financing
(including, without limitation, financing that is junior in right
of payment, second lien, subordinated (structurally or otherwise)
and unsecured debt), and
(iii) 5 percent of the issuance and/or committed amount
of equity or equity-linked financing, in each case, including by
means of a back-stop commitment.
Notwithstanding the foregoing, to the extent that any financing is
provided by an existing noteholder of or lender to the Company as
of December 16, 2022 (i.e., the effective date of the Engagement
Letter), and/or their respective affiliates, (collectively,
"Existing Lenders"), the Capital Raising Fee in respect of such
portion of the financing provided by Existing Lenders shall be
calculated as 1.0 percent of the total issuance and/or committed
amount of such portion of senior debt financing, 2.0 percent of the
total issuance and/or committed amount of such portion of junior
debt financing or unsecured debt financing, and 3.75 percent of the
issuance and/or committed amount of equity or equity-linked
financing, in each case, including by means of back-stop
commitment. Further, to the extent that any portion of the debt or
equity financing is provided by Platinum Equity or an affiliate
thereof (collectively "Platinum"), then no Capital Raising Fee
shall be payable in respect of such portion of the financing or
capital raised from Platinum, unless (1) the Company requests that
PJT engage in any activity or support in respect of soliciting
and/or negotiating financing from non-Platinum parties and (2) the
process referred to in clause (1) results in a bona fide good faith
written offer to provide financing from a non-Platinum party, in
which case PJT shall be entitled to 50 percent of the Capital
Raising Fee to which it would otherwise be entitled with respect to
financing provided by Platinum. For the avoidance of doubt, only
one Capital Raising Fee shall be paid for the financing of debt
that subsequently converts to another security (e.g., but not
limited to, double fees for debtor-in-possession financing that
later converts to an exit facility, debtor-in-possession financing
that is "rolled up" into post-petition financing, or "take-back"
paper) so long as the same lenders and no additional lenders hold
the debt post-conversion as held the debt pre-conversion.
c. Restructuring Fee
The Debtors shall pay an additional fee (the "Restructuring
Fee") equal to $11,000,000, earned and payable upon the
consummation of a Chapter 11 plan or any other Restructuring
pursuant to an order of the Court or other applicable court.
d. Expense Reimbursements
The Debtors agree to the reimbursement of all actual,
reasonable, and documented out-of-pocket expenses incurred in
connection with PJT's services.
As disclosed in the court filings, PJT is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Peter Laurinaitis
PJT Partners LP
280 Park Avenue
New York, NY 10017
Phone: +1 212-364-7800
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The
company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP and
Morrison Foerster, LLP.
WESCO AIRCRAFT: Taps Alvarez & Marsal as Restructuring Advisor
--------------------------------------------------------------
Wesco Aircraft Holdings Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Alvarez & Marsal North America, LLC, as their restructuring
advisor.
The firm's services include:
a. assistance in the development and management of a 13-week
cash flow forecast, including ongoing variance reports and
discussion with the Debtors' stakeholders regarding such;
b. assistance in evaluation of the Debtors' current business
plan and in preparation of a revised operating plan and cash flow
forecast and presentation of such plan and forecast to the Debtors'
Board and its creditors;
c. support identifying and implementing opportunities to
improve the overall cash flow position of the Debtors;
d. reviewing and making recommendations regarding management
compensation programs, including potential retention, severance and
other compensation arrangements;
e. assistance in financing issues including the preparation of
debtor in possession budgets and assistance in preparation of
reports and liaison with creditors;
f. assisting the Debtors with internal and third-party
information requests, including assistance in preparation of
reports and liaison with creditors and advisors as deemed
necessary;
g. assistance in an assessment of the Debtors' executory
contracts and unexpired leases and existing counterparties and
opportunities;
h. assistance with all aspects of contingency planning (and,
if necessary, execution of such plans) in connection with ongoing
chapter 11 proceedings, including continued preparation of
pleadings and supporting materials and supplying testimony for
court hearings, as well as other court matters; and
i. other activities requested by management or the Board of
Directors and agreed to by Alvarez & Marsal.
The firm will be paid at these hourly rates:
Managing Directors $1,025 - $1,375
Directors $775 - $975
Analysts/Associates $425 - $775
During the 90-day period prior to the petition date, Alvarez &
Marsal received payments from the Debtors totaling $9,384,914
(including funding of the retainer).
Brian Cejka, managing director at Alvarez & Marsal, 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:
Brian Cejka
Alvarez & Marsal Holdings, LLC
2100 Ross Avenue,21st Floor
Dallas, TX 75201
Phone: +1 214 438 8446
Email: bcejka@alvarezandmarsal.com
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The
company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP and
Morrison Foerster, LLP.
WESCO AIRCRAFT: Taps Quinn Emanuel Urquhart as Special Counsel
--------------------------------------------------------------
Wesco Aircraft Holdings, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
hire Quinn Emanuel Urquhart & Sullivan, LLP as their special
litigation and conflicts counsel.
Quinn is expected to provide various legal services with respect to
the Debtors' Chapter 11 cases, including, without limitation,
defending or prosecuting claims related to the lawsuits filed in
the Supreme Court of the State of New York by noteholders, which
seek to nullify a March 2022 financing and debt transaction between
the Debtors and the holders of a majority of the Debtors'
pre-existing secured notes. The firm is also expected to represent
the Debtors in other matters for which conflicts counsel is needed.
The hourly rates of the firm's attorneys and staff are as follows:
Partners $1,385 - $2,130
Associates and Of Counsel $830 - $2,130
Paralegal $480 - $670
Quinn agreed to apply a 10 percent discount on its standard billing
rates.
During the 90 days immediately preceding the petition date, the
firm received payment from the Debtors in the amount of
$2,608,144.28.
In accordance with Section D.1 of the U.S. Trustee Guidelines,
Quinn provided the following information:
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for this
engagement?
Answer: Yes. Quinn agreed to provide a 10 percent discount to its
standard billing rates, which standard rates are not different from
(a) the rates that Quinn charges for most other non-bankruptcy
representations or (b) the rates of other comparably skilled
professionals.
Question: Did any of the firm's professionals in this engagement
vary their rate based on the geographical location of the Debtors'
Chapter 11 cases?
Answer: No.
Question: If the firm has represented the company 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: Quinn was retained by the Debtors on Nov. 15, 2022.
Quinn's fees are determined on the basis of time billed at hourly
rates, subject to a 10% discount to its standard billing rates. The
firm's hourly rates vary with the experience and seniority of its
attorneys and paralegals and are adjusted on Sept. 1 of each year.
Question: Have the Debtors approved the firm's budget and
staffing plan, and if so, for what budget period?
Answer: The Debtors periodically review the firm's staffing and
invoices. The Debtors have not yet requested a budget and staffing
plan for this engagement.
Susheel Kirpalani, Esq., a partner at Quinn, 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:
Susheel Kirpalani, Esq.
Quinn Emanuel Urquhart & Sullivan, LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
Tel: +1 212-849-7200
Fax: +1 212-849-7100
Email: susheelkirpalani@quinnemanuel.com
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The
company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP and
Morrison Foerster, LLP.
WEST DEPTFORD: S&P Affirms 'B-' Rating on Senior Secured Debt
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' rating on West Deptford Energy
Holdings LLC's (WDE or the project) senior secured debt. S&P
revised the recovery rating to '3' (50%-70%; rounded estimate: 60%)
from '2', which indicates its expectation of meaningful recovery in
an event of default. The change in recovery rating is a result of
its downward revision of the plant's value at the time of default.
S&P said, "The negative outlook reflects the possibility that the
project could become vulnerable to unfavorable business, financial,
and economic conditions. Although we project that WDE will be able
to meet its debt service obligations through the term loan B (TLB)
maturity, any further deterioration in market conditions or the
project's financial performance will negatively affect its ability
to refinance the debt. We could lower our rating if we view WDE's
liquidity as becoming constrained."
WDE is a 744-megawatt (MW) combined-cycle natural gas-fired power
plant in Gloucester County, N.J. It dispatches into the Eastern
Mid-Atlantic Area Council (EMAAC) zone of the PJM Interconnection
(PJM). The project is owned by LS Power Group (17.8%), Marubeni
Corp. (17.5%), Kansai Electric Power Co. Inc. (17.5%), ULLICO Group
(14.5%), Arctic Slope Regional Corp. (11.6%), Prudential & Lincoln
(11.1%), and Sumitomo Corp. (10%).
Key strengths
-- The project benefits from higher capacity pricing in the EMAAC
region of the PJM, compared with the rest of the regional
transmission organization.
-- Efficient combined-cycle gas turbine with expected heat rate of
about 7,000-7,200 British thermal units per kilowatt hour
(Btu/kWh).
Key risks
-- When the project sells its power into the merchant market, it
is exposed to uncertain power prices that are affected by demand,
supply, and commodity prices.
-- The single-asset project results in limited scale, scope, and
geographic diversification, and concentrates the risk of unforeseen
operational outages.
S&P said, "We project a higher TLB balance at maturity, given weak
energy margins and depressed capacity prices. We now project a TLB
balance of about $385 million at maturity in 2026, compared with
our previous expectation of about $325 million-$350 million. This
is largely spurred by our revised expectation of cash sweep against
the TLB. For example, the project was unable to materially benefit
from high power prices in 2022, as its total generation was
lagging. Its average capacity factor was about 28%, which is low
for an efficient facility. As a result, the project swept only $11
million compared with our expectation of $15 million-$20 million.
In addition, the latest capacity auctions results, which cleared at
$49.49 per megawatt per day (/MW-day) for 2024-2025 for EMAAC, were
much lower than expected."
WDE is exposed to other factors that affect its profitability. The
project's competitiveness was hurt by rising Regional Green House
Gas Initiative (RGGI) cost in two ways. RGGI has a direct financial
impact on the project's cash flow because it represents emission
cost per megawatt-hour (MWh) of energy generated and sold. In
addition, given the location of the plant and its proximity to
Pennsylvania--which is one of the largest states in the U.S. in
terms of energy production and export--WDE is also exposed to RGGI
leakage risk. This implies loss of generation (for generators in
New Jersey such as WDE) due to an inability to compete with
non-RGGI-compliant generators in Pennsylvania.
S&P said, "We view WDE's liquidity as adequate given our one-year
horizon. The project was assigned penalties from PJM due to a
capacity resources event on Dec. 23-24, 2022. We view the project
as having sufficient liquidity to pay the penalty in 2023 due to
its projected cash flows of about $35 million, its cash balance of
$14 million, and availability on the revolving credit facility
(RCF) of about $15 million. This should cover projected debt
service of about $34 million and PJM's penalties. At the same time,
we expect that this will negatively affect WDE's projected sweep in
2023.
"WDE's RCF matures in August 2024. We assume that the facility will
be extended beyond this date. We could revise our assessment of
WDE's liquidity as becoming more constrained if the project is
unable to extend beyond that date."
Refinancing could be more difficult due to higher debt. The
eventual refinancing when the TLB matures could be more difficult
because of the higher projected debt balance. S&P said, "We now
forecast a lower minimum debt service coverage ratio (DSCR) of
0.59x in the post-refinancing period, which is below our previous
expectation of 1.0x. At the same time, we view WDE's projected
financial performance as very sensitive to our modeling
assumptions. Projected DSCRs are higher in the pre-refinancing
period, at about 0.9x-1.1x."
S&P said, "In our base-case scenario, we expect normalized energy
margins, spurred by average spark spreads of about $13/MWh-$15/MWh
and capacity factors of about 40%-45%, in line with recent
performance. We do not expect a material expansion in capacity
prices, with PJM-EMAC prices only modestly increasing. At the same
time, we view capacity prices as difficult to predict, due to
evolving market rules and changing dynamics, and acknowledge that
they could be subject to revisions.
"The negative outlook reflects the possibility that we could lower
the rating if WDE becomes vulnerable to unfavorable business,
financial, and economic conditions in meeting its financial
commitments. Although we believe that the project will be able to
meet its debt service obligations through TLB maturity, any further
deterioration in market conditions or the project's financial
performance will negatively affect its ability to refinance."
WDE's liquidity could also become more constrained, if the project
is unable to extend its RCF past its maturity in August 2024. If
the project is not able to extend the RCF, this could affect our
assessment of WDE's liquidity and lead to further negative rating
actions.
S&P said, "We could lower our rating if WDE becomes vulnerable to
unfavorable business, financial, and economic conditions, which
would limit its ability to meet its financial commitments. This
could occur if market fundamentals deteriorate materially from our
base-case assumptions such that expected DSCRs fall below 1.0x
during the TLB period. We could also lower the rating if we view
the project as having constrained liquidity or it violates its
financial covenants.
"Although unlikely in the near term, we could revise the outlook to
stable if the minimum DSCR increases to above 1.15x through the
life of the debt, including the refinancing period, and we believe
that the project's refinancing prospects have improved. This could
occur due to higher-than-expected capacity payments during
uncleared periods or materially higher performance in terms of cash
flow sweep due to better energy margins."
WOOF HOLDINGS: Credit Suisse Fund Marks $1.5M Loan at 17% Off
-------------------------------------------------------------
Credit Suisse High Yield Bond Fund has marked its $1,500,000 loan
extended to Woof Holdings, Inc to market at $1,237,500 or 83% of
the outstanding amount, as of April 30, 2023, according to a
disclosure contained in Credit Suisse's Form N-CSR report for the
semi-annual period ended April 30, 2023, filed with the Securities
and Exchange Commission.
Credit Suisse HYBF is a participant in a Bank Loan (LIBOR +
3M+7.250%) to Woof Holdings, Inc. The loan accrues interest at
12.421% per annum. The loan matures on December 21, 2028.
The loan carries CCC rating from S&P and Caa2 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.
Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc.,
through its acquisition of The Wellness Pet Food Holdings Company,
Inc., is a manufacturer of premium pet food and treats, mainly in
North America.
WORKSITE LABS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Worksite Labs, Inc., a Delaware corporation
3777 Long Beach Blvd. Suite 260
Long Beach, CA 90807
Chapter 11 Petition Date: July 20, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-14539
Judge: Hon. Vincent P. Zurzolo
Debtor's Counsel: David B. Golubchik, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Avenue
Los Angeles, CA 90034
Tel: (310) 229-1234
Debtor's
Corporate
Counsel: RELIANCE GROUP LLP
Debtor's
Healthcare
Regulatory
Counsel: CARLSON & JAYAKUMAR LLP
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gary Frazier as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WJPYDGQ/Worksite_Labs_Inc_a_Delaware_corporation__cacbke-23-14539__0001.0.pdf?mcid=tGE4TAMA
YAK TIMBER: Wins Cash Collateral Access Thru Aug 30
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska authorized Yak
Timber, Inc. to use cash collateral on an interim basis in
accordance with the budget, with a 20% variance, through the next
interim hearing set for August 30, 2023, at 1:30 p.m.
The Debtor is currently indebted to AgWest Farm Credit PCA for
several loans.
Farm Credit has consented to the Debtor's use of its cash
collateral until the later of August 30, or the conclusion of the
Court's next hearing to consider authorization for further interim
use of cash collateral, subject to a reservation of Farm Credit's
rights arising under 11 U.S.C. section 507(b).
As partial adequate protection for the diminution of any interest
that Farm Credit holds in prepetition Collateral as a result of the
Debtor's use of cash collateral, Farm Credit is granted replacement
liens in the Debtor's postpetition assets. To the extent of any
diminution in value of Farm Credit's interest in the Prepetition
Collateral due to cash collateral use, which is not otherwise
protected by the Postpetition Lien granted, Farm Credit will retain
its rights under 11 U.S.C. section 507(b). The Postpetition Lien
and retention of constitute partial adequate protection of Farm
Credit's interest in the Prepetition Collateral during the term of
the Interim Order but will not prejudice the rights of Farm Credit
to request additional adequate protection at any time.
As additional adequate protection to Farm Credit, the Debtor will
provide evidence of insurance on all of the Debtor's assets.
During the interim cash collateral period, the Debtor will pay to
Farm Credit interest-only payments at the non-default rate
designated in the applicable Loan documents, for the months of
June, July, and August 2023 in the amount of $63,768.
A copy of the Court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=x7FwG9 from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$531,083 for May 2023;
$522,731 for June 2023;
$586,499 for July 2023; and
$586,499 for August 2023.
About Yak Timber
Yak Timber Inc., a timber company in Yakutat, Alaska, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Alaska Case No. 23-00080) on May 11, 2023. In the petition signed
by its chief executive officer, Marvin Adams, the Debtor disclosed
up to $50 million in both assets and liabilities.
Judge Gary Spraker oversees the case.
Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's
legal counsel.
Z NEWS SERVICE: Unsecureds Will Get 100% in Subchapter V Plan
-------------------------------------------------------------
Z News Service, Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware a Subchapter V Plan of Reorganization dated
July 17, 2023.
The Debtor is a start-up Delaware corporation formed in 2018 that
operates a subscription newswire service. The Debtor historically
financed its operations and software development through equity
raises and business operations.
Zenger has three other avenues to generate revenue: (a) content
subscription packages (customers pay a set monthly fee to receive
content from Zenger), (b) advertising payments (advertisers pay
Zenger for ads appearing on the Zenger.news website) and (c)
affiliate fees (i.e., origination fees paid by the Amazon
Associates program).
During the reorganization, Zenger aggressively trimmed costs.
Zenger continues to reduce its debt, software development, and
other overhead costs and sell additional subscription services to
boost revenue. The proposed Plan will make Zenger a viable company
by reducing and discharging debt, especially claims that are
disputed and claims asserted by statutory and non-statutory
insiders. Additionally, discharging debt will make Zenger more
attractive to investors.
Zenger intends to reorganize around increased sales, subscription
revenues and post-Effective Date equity raises. To increase sales,
Zenger hired 5 salespersons who began work in June 2023.
Class 2a consists of General Unsecured Claims, Excluding Indrivo
SRL, Insiders and Subordinated 510(c) Claims. Except to the extent
that a Holder of an Allowed General Unsecured Class 2a Claim agrees
to less favorable treatment of its Allowed Claim, in full and final
satisfaction, settlement, release and discharge of and in exchange
for each Allowed General Unsecured Claim, each Holder of an Allowed
General Unsecured Class 2a Claim shall receive payment in full on
the Effective Date.
The Debtor estimates that Holders of Allowed Class 2a Claims will
receive 100 % of their Allowed Claims. The allowed unsecured claims
total $80,000. This Class is impaired.
Class 2b consists of General Unsecured Claim of Indrivo SRL. The
single Holder of an Allowed General Unsecured Class 2b Claim, in
full and final satisfaction, settlement, release and discharge of
such Allowed General Unsecured Claim, shall receive payment in full
of such claim as follows: $2,000/month for 30 months, with no
penalty for early repayment. The Debtor estimates that the single
Holder of an Allowed Class 2b Claims will receive 100% of its
Allowed Claim 30 months after the Effective Date. The allowed
unsecured claims total $60,000.00.
All Holders of equity interests that are not subject to any Causes
of Action shall maintain their existing Equity Interests.
The Plan will be funded with funds that are not for the payment of
expenditures necessary for the continuation, preservation, or
operation of the business of the Debtor.
The Debtor intends to reorganize with the following avenues to
generate revenue: (a) content subscription packages (customers pay
a set monthly fee to receive content from Zenger), (b) advertising
payments (advertisers pay Zenger based on how many of their ads are
seen by Zenger readers), (c) associate revenues (i.e., Amazon links
in stories), and (d) equity raises. Zenger is implementing video
ads and newsletters to increase revenue.
A full-text copy of the Subchapter V Plan dated July 17, 2023 is
available at https://urlcurt.com/u?l=X3iAzo from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Frederick B. Rosner, Esq.
The Rosner Law Group, LLC
824 N. Market St.
Wilmington, DE 19801
Tel: (302) 777-1111/(302) 319-6300
Email: rosner@teamrosner.com
About Z News Service
Z News Service, Inc. is a start-up Delaware corporation formed in
2018 that operates a subscription newswire service.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Del. Case No. 23-10470) on April 17,
2023, with as much as $50,000 in assets and $500,001 to $1 million
in liabilities. David Klauder, Esq., has been appointed as
Subchapter V trustee.
Judge Brendan Linehan Shannon oversees the case.
The Debtor is represented by The Rosner Law Group, LLC.
ZAYO GROUP: BlackRock MSIT Marks $794,000 Loan at 19% Off
---------------------------------------------------------
BlackRock Multi-Sector Income Trust has marked its $794,000 loan
extended to Zayo Group Holdings, Inc to market at $643,000 or 81%
of the outstanding amount, as of April 30, 2023, according to a
disclosure contained in the BlackRock Trust's Form N-CSR report for
the semi-annual period ended April 30, 2023, filed with the
Securities and Exchange Commission.
The BlackRock Trust is a participant in a USD Term Loan, (1-mo.
LIBOR US + 3.00%) to Zayo Group Holdings, Inc. The loan accrues
interest at 8.02% per annum. The loan matures on March 9, 2027.
BlackRock Multi-Sector Income Trust (BIT) is registered under the
Investment Company Act of 1940, as amended. The Trust is registered
as a diversified, closed end management investment company. The
Trust is organized as a Delaware statutory trust.
Zayo Group is a privately held company headquartered in Boulder,
Colorado, with European headquarters in London, England. The
company provides communications infrastructure services.
[*] Jefferies Finance Launches Direct Lending BDC
-------------------------------------------------
Jefferies Credit Partners, a leading private credit manager and the
asset management arm of Jefferies Finance LLC, on July 19 announced
the intention to launch a private placement of a business
development company ("BDC") to further enhance its lending capacity
in the private credit space. Jefferies Finance is a joint venture
of Jefferies Financial Group Inc. (NYSE: JEF) and Massachusetts
Mutual Life Insurance Company ("MassMutual").
The newly formed BDC will focus on first lien senior secured loans
to private equity sponsored U.S. companies. Investments will target
upper middle market borrowers that have greater than $75 million of
EBITDA and often benefit from established track records, seasoned
management and operational scale.
A wholly owned subsidiary of the Abu Dhabi Investment Authority
("ADIA") has committed to invest $625 million of equity in the BDC
in order to anchor the BDC launch. The BDC expects to launch with
approximately $1.7 billion of investable capital and aims to take
advantage of strong private credit market conditions while
leveraging Jefferies’ unique position serving sponsors.
Thomas Brady, President of Jefferies Finance, said, "This agreement
with ADIA to seed our first BDC comes as the tailwinds in the
private credit market have never been stronger. We value the trust
ADIA has shown in us and look forward to a long and successful
relationship."
Hamad Shahwan AlDhaheri, Executive Director of the Private Equities
Department at ADIA, commented, "This independently run platform
will benefit from a unique origination engine due to its
partnership with Jefferies’ leading investment banking franchise,
driving exclusive access to differentiated investment
opportunities."
[*] Klotz Joins Brattle's Bankruptcy & Restructuring Practice
-------------------------------------------------------------
The Brattle Group has welcomed Rafael Klotz to its Boston office as
a Principal in the firm's Bankruptcy & Restructuring practice. Mr.
Klotz brings nearly three decades of experience orchestrating major
transactions around the globe.
Specializing in structuring and leading principal investments,
divestments, financings, and restructurings, Mr. Klotz has executed
transactions in more than 40 countries worldwide. He has worked
with a wide range of industries, spanning the retail, commercial,
and industrial sectors.
"Brattle is thrilled to welcome Rafa, a superlative team leader and
dealmaker," Brattle Interim President & Principal David J.
Hutchings. "His impressive global experience and wide-ranging
commercial and insolvency knowledge will augment our capabilities
across a number of practices."
A former practicing attorney and expert in cross-border insolvency,
Mr. Klotz has led numerous acquisitions in US Chapter 11
proceedings and in insolvency administrations outside of the US,
secured debt financings, debtor-in-possession (DIP) financings,
sale-leasebacks of plants and machinery, raw material and supply
chain financing, and inventory supply financings. In intellectual
property (IP) related transactions, Mr. Klotz is a recognized
global expert in converting consumer brands into asset-light
licensing vehicles, and in the valuation of consumer brands,
particularly in the context of asset-based lending and distress
M&A.
"I look forward to transitioning into consulting alongside the
esteemed experts at The Brattle Group," said Mr. Klotz. "I'm
excited to leverage my experience working in multiple business
lines and geographies to assist clients and expand Brattle's global
presence as a market leader in insolvency and IP matters."
Prior to joining Brattle, Mr. Klotz was a Senior Managing Director
in the International Division of Gordon Brothers Group. He
previously practiced law at leading corporate law firms,
specializing in bankruptcy, cross-border insolvency, and distressed
M&A transactions.
About Brattle
The Brattle Group answers complex economic, finance, and regulatory
questions for corporations, law firms, and governments around the
world. Brattle has 500 talented professionals across four
continents. For more information, please visit brattle.com.
[*] Michael Jusczyk Appointed BBA Bankruptcy Law Section Co-Chair
-----------------------------------------------------------------
Michael E. Jusczyk, of counsel in the Boston Litigation Practice of
global law firm Greenberg Traurig, LLP, was selected by incoming
Boston Bar Association (BBA) President Hannah Kilson to serve as
co-chair of the organization's Bankruptcy Law Section. Mr. Jusczyk
will begin his two-year term on Sept. 1.
The BBA's Bankruptcy Law Section gathers legal practitioners from
the consumer and business bankruptcy worlds to connect, share
experiences, and explore evolving legal issues, according to its
website. The Section sponsors the annual Bankruptcy Bench Meets Bar
Conference and a variety of community service opportunities
throughout the year. As co-chair, Mr. Jusczyk will be actively
involved in developing the Section's events and educational
programs as well as the annual conference it sponsors, making sure
to align with current or evolving bankruptcy and financial
matters.
Based in the firm's Boston office, Mr. Jusczyk represents national
financial institutions in escalated defensive litigation, including
foreclosure-related and bankruptcy matters, and defends against
complaints alleging violations of state and federal financial
regulation and consumer protection statutes. He appears on clients'
behalf in state and federal trial and appellate courts for
proceedings at all states of litigation and guides them through the
mediation and arbitration processes when appropriate.
Mr. Jusczyk advises national banks on compliance with federal and
state regulations related to loan servicing, mortgage foreclosure,
and loss mitigation. He also defends companies and educational
institutions in FTC investigations and employment matters,
including class-action suits and business-to-business contractual
disputes and product liability claims. Additionally, he advises
clients regarding insurance coverage questions and product and food
labeling requirements.
About Greenberg Traurig's Boston Office
Established in 1999, Greenberg Traurig's Boston office is home to
more than 85 attorneys practicing in the areas of banking and
finance, corporate, emerging technology, energy, environmental,
gaming, governmental affairs, intellectual property, labor and
employment, life sciences and medical technology, litigation,
public finance, real estate, restructuring and bankruptcy, tax,and
white collar defense and investigations. An important contributor
to the firm's international platform, the Boston office includes a
team of nationally recognized attorneys with both public and
private sector experience. The team offers clients the value of
decades of helping clients in complex legal matters and hands-on
knowledge of the local business community, supported by the firm's
vast network of global resources.
About Greenberg Traurig
Greenberg Traurig, LLP -- http://www.gtlaw.com-- has more than
2650 attorneys in 45 locations in the United States, Europe and the
Middle East, Latin America, and Asia. The firm is a 2022 BTI
"Highly Recommended Law Firm" for superior client service and is
consistently among the top firms on the Am Law Global 100 and NLJ
250. Greenberg Traurig is Mansfield Rule 5.0 Certified Plus by The
Diversity Lab. The firm is recognized for powering its U.S. offices
with 100% renewable energy as certified by the Center for Resource
Solutions Green-e(R) Energy program and is a member of the U.S.
EPA's Green Power Partnership Program. The firm is known for its
philanthropic giving, innovation, diversity, and pro bono.
[^] BOOK REVIEW: Dangerous Dreamers
-----------------------------------
Dangerous Dreamers: The Financial Innovators from Charles Merrill
to Michael Milken
Author: Robert Sobel
Publisher: Beard Books
Softcover: 271 pages
List Price: $34.95
Order your own personal copy at
http://www.beardbooks.com/beardbooks/dangerous_dreamers.html
"For the rest of his life, Milken will be accused of crimes for
which he was not charged and to which he did not plead guilty."
Milken is -- as anyone familiar with junk bonds and the scandals
surrounding them in the 1980s knows -- Michael Milken of the Drexel
Burnham banking and investment firm. In this book, noted business
writer Robert Sobel analyzes the Milken criminal case and the many
other phenomena of the period that lay the basis for the modern-day
financial industry. However, the author's perspective is broader
than the sensationalistic excesses and purported crimes of Milken
and his like. Sobel is interested in the individuals and businesses
that introduced and developed financial concepts, vehicles, and
transactions that increased the wealth of millions of average
persons.
Sobel's examination of the byplay between financial chicanery and
economic revitalization extends back to the Gilded Age of the
latter 1800s and early 1900s. This was a time when Jim Fisk, Jay
Gould, and others were making fortunes through skulduggery and
manipulation of the financial markets, while Cornelius Vanderbilt
and others were building the "world's finest railroad system."
Later, in the "Junk Decade of the 1980s," as Ivan Boesky and others
were reaping fortunes from "dubious" transactions, financial firms
such as Forstmann Little and Kohlberg Kravis Roberts "played major
positive roles in the largest restructuring of American industry
since the turn of the century."
While Sobel does not try to defend the excesses and illegalities of
individuals and companies, he basically sees the Milkens of the
world as "vehicles through which the phenomena of junk finance and
leveraged buyouts played themselves out." This was the
"Conglomerate Era." Mergers and acquisitions were at the center of
financial and economic activity, and CEOs at major corporations
were in competition to grow their corporations. Milken, Boesky, and
others provided the means for this end. However, it is important to
note that they did not originate the mergers and acquisition
phenomenon.
At first, Milken et al. were much appreciated by major corporations
and the financial industry. However, when mergers and acquisition
excesses began to bear sour fruit, Milken and his company Drexel
Burnham took the brunt of public indignation. The government's
search for villains then began.
Sobel examines the ripple effects of financial innovators who
became financial pariahs. Milken's journey, for example, cannot be
unraveled from that of a company such as Beatrice. Starting in
1960, the food company Beatrice started making large-scale
acquisitions. CEO Williams Karnes, who "ran a tight, lean ship,
with a small office staff," was succeeded by corporate heads who
brought in corporate jets and limousines, greatly increased staff,
and moved into regal office space. James Dutt of Beatrice is
singled out as symptomatic of the heedless mindset that crept into
corporate America in the 1980s.
Sobol's tale of the complexities and ambivalence of this
transitional period is bolstered by memorable portraits of key
players and companies. In so doing, he demonstrates once more why
he has long been recognized as one of the country's most important
business writers.
About the Author
Robert Sobel was born in 1931 and died in 1999. He was a prolific
historian of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles. He was a
professor of business at Hofstra University for 43 years and held a
Ph.D. from New York University. Besides producing books, articles,
book reviews, scripts for television and audiotapes, he was a
weekly columnist for Newsday from 1972 to 1988. At the time of his
death he was a contributing editor to Barron's Magazine.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
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are $25 each. For subscription information, contact Peter A.
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*** End of Transmission ***