/raid1/www/Hosts/bankrupt/TCR_Public/230807.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, August 7, 2023, Vol. 27, No. 218
Headlines
246-18 REALTY: Seeks Approval to Hire Platzer as Legal Counsel
463 CLASSON: Taps Backenroth Frankel & Krinsky as Counsel
511 SEAWARD: Hires Berkshire Hathaway as Real Estate Broker
604Kennedy LLC: Hires Alex Cooper as Auctioneer
77 HERON LAKES: Unsecureds Will Get 100% of Claims in Plan
86-55 GRAND REALTY: Taps Bill Zou & Associates as Legal Counsel
A T MABRY: Amends Plan to Include Hanmi Bank Unsecured Claim
AAD CAPITAL: Exclusivity Period Extended to August 29
ADAMIS PHARMACEUTICALS: Closes Sale of Real Property, Other Assets
ADAVAN FITNESS: Hires Faro & Crowder as Counsel
AEMETIS INC: Closes Second $25M USDA-Guaranteed Term Loan
AERKOMM INC: Investor Agrees to Buy 800K Common Shares
AERKOMM INC: Signs Non-Binding LOI With Ejectt for Possible Merger
AEROCISION PARENT: Aug. 7 Deadline Set for Panel Questionnaires
AEROCISION PARENT: Unsecureds Unimpaired in Prepackaged Plan
AEROSPACE ENGINEERING: Hires Smith Knowles as Counsel
AJM MANAGEMENT: Taps MYC & Associates as Real Estate Broker
ALL FLORIDA SAFETY: Unsecureds Will Get 1% of Claims in 60 Months
ALPHA METALLURGICAL: S&P Upgrades ICR to 'B+', Outlook Stable
ASGN INC: Moody's Affirms 'Ba2' CFR & Rates New Secured Debt 'Ba1'
ATHENA MEDICAL: Trustee Taps Integrity as Business Accountant
ATHENEX INC: Unsecureds Owed $60M to Get 5% in Plan
ATHENEX INC: Unsecureds Will Get 5% of Claims in Liquidating Plan
ATLAS CUSTOM: Amends FDRE Inc. Secured Claims Pay Details
ATLAS PURCHASER: $610M Bank Debt Trades at 27% Discount
AVAYA INC: $810M Bank Debt Trades at 16% Discount
AYTU BIOPHARMA: Signs Exclusive Agreement With Medomie Pharma
BALROG ACQUISITION: S&P Affirms 'B-' ICR, Outlook Stable
BANDED HORN: Unsecureds Will Get 2.18% of Claims in Plan
BEAZER HOMES: S&P Upgrades ICR to 'B+' on Operating Momentum
BED BATH: Fine-Tunes Plan Documents
BELLE ISLE: Case Summary & 11 Unsecured Creditors
BLOCKFI INC: Amends Plan to Include Convenience Claims Pay Details
CALEXICO HOUSING: Moody's Cuts Rating on 1991 Revenue Bonds to Ba3
CHESTNUT RIDGE: Taps Marcus & Millichap as Real Estate Broker
CHRISTIAN HORIZONS: Fitch Cuts IDR & 2021A/B Bonds to 'CCC+'
CINEWORLD GROUP: Successfully Emerges from Chapter 11 Cases
CLOUD VENTURES 1: Ordered to File Plan by Oct. 23
CONFORMIS INC: Raises Going Concern Doubt Pending Merger
CORNHUSKER FUNDING 1: DBRS Confirms B Issuer Rating
COTTLE LLC: Hires Caldwell & Riffee PLLC as Legal Counsel
COX INDUSTRIAL: Unsecureds to Split $1.25M in Subchapter V Plan
CUMULUS MEDIA: $525M Bank Debt Trades at 21% Discount
DE LA REINA: Hires Wauson | King as Bankruptcy Counsel
DIFFUSION PHARMACEUTICALS: Board Appoints New Director
DVD FACTORY: Seeks to Tap Jennifer Liu of JMLIU as Accountant
ELIZABETH JANE: Amends Plan to Include Post-Petition Loan Claims
ENERGY ACQUISITION: $115M Bank Debt Trades at 22% Discount
EYECARE PARTNERS: $110M Bank Debt Trades at 20% Discount
FARADAY FUTURE: Appoints Lev Peker to Board of Directors
FGV FRESNO: Hearing of Disclosures Continued to Sept. 27
FORMING MACHINING: $260M Bank Debt Trades at 19% Discount
GEO REAL ESTATE: Gets OK to Hire First Colorado Land as Broker
GLOBAL MEDICAL: $1.94B Bank Debt Trades at 35% Discount
GLOBAL MEDICAL: $1.98B Bank Debt Trades at 35% Discount
GOLYAN ENTERPRISES: Creditors to Get Proceeds From Liquidation
GOOD HANDS MEDICAL: Hires The Lane Law Firm as Counsel
GRADE A HOME: Amends Toorak Capital Secured Claims Pay Details
GREENWAY HEALTH: $526M Bank Debt Trades at 18% Discount
GREYSTAR REAL ESTATE: S&P Rates New Senior Secured Notes 'BB-'
GUARDIAN BASEBALL: Case Summary & 20 Largest Unsecured Creditors
GUARDIAN FUND: Court OKs Appointment of Jeffrey Golden as Examiner
HALMAR LLC: Case Summary & Four Unsecured Creditors
HAWKEYE ENTERPRISES: Taps Carmody MacDonald as Bankruptcy Counsel
HDT HOLDCO: S&P Downgrades ICR to 'CCC' on Deteriorating Liquidity
HOLLOWAY CROSSING: Unsecureds Unimpaired in Plan
HOME POINT: Moody's Ups CFR to B1 Following Mr. Cooper Transaction
HTG MOLECULAR: C. Linscott Appointed as Chapter 11 Trustee
J.H.W. INC: Case Summary & 20 Largest Unsecured Creditors
KIDDE-FENWAL INC: Committee Taps Hogan McDaniel as Delaware Counsel
KINGS EMPIRE: Voluntary Chapter 11 Case Summary
KYMERA INTERNATIONAL: S&P Alters Outlook to Neg., Affirms 'B-' ICR
LIFESIZE INC: Committee Taps Dundon Advisers as Financial Advisor
LINDEN CENTER: Taps Howard Konicov of CFGI as Interim President
LOS ANGELES HOSTEL: Taps Law Office of Carolyn A. Dye as Counsel
LUCIRA HEALTH: Unsecureds Owed $10M to Get 9.4%-14.4% of Claims
LUCKY BUCKS: Unsecureds Unimpaired in Plan
M7VEN SUPPORTIVE: Gets OK to Hire Mark Spain as Real Estate Broker
MATCON CONSTRUCTION: Seeks to Hire Rivero Gordimer as Accountant
MEDIAMATH HOLDINGS: Hires FTI Consulting as Financial Advisor
MEDIAMATH HOLDINGS: Hires Houlihan as Investment Banker
MEDIAMATH: Hires Hilco as Receivables Servicer
METAL CHECK: Seeks to Hire Michael J. Rose as Bankruptcy Counsel
MLK BRYANT: Case Summary & Four Unsecured Creditors
NATEL ENGINEERING: $325M Bank Debt Trades at 22% Discount
NATURE COAST: Unsecureds Will be Repaid in Full in 12 Months
NEW BEGINNING: Amends Plan to Include City Electric Secured Claim
NEW JERSEY VISION: U.S. Trustee Appoints Virginia Plaza as PCO
NEWELL BRANDS: S&P Lowers ICR to 'BB' on Sustained Higher Leverage
NORTHRIVER MIDSTREAM: Moody's Rates New $850MM 1st Lien Loan 'Ba3'
NORWICH DIOCESAN: Unsecureds Will Get 100% of Claims in Plan
OSAIC HOLDINGS: S&P Rates New $1.65BB Senior Secured Term Loan 'B'
PALLADIUM CORRAL: Unsecureds to Get Share of Income for 3 Years
PEACE EQUIPMENT: Seeks to Hire David Davila CPA as Accountant
PECF USS INTERMEDIATE: $2B Bank Debt Trades at 19% Discount
PHASEBIO PHARMACEUTICALS: Responds to UST Disclosure Objections
PLASTIQ INC: Unsecureds to Recover 4.6% to 5.4% in Plan
PLX PHARMA: Unsecureds Owed $11.9M to Get 49% of Claims
PVP KREWSTON: Case Summary & Eight Unsecured Creditors
QUORUM HEALTH: $732.2M Bank Debt Trades at 30% Discount
R&G DEVELOPMENT: Gets OK to Tap Karr Tuttle as Bankruptcy Counsel
RADIATE HOLDCO: $3.42B Bank Debt Trades at 16% Discount
RANCHO CIELO: Seeks to Hire Toma and Company as Accountant
REPLIMUNE GROUP: $200M Bank Debt Trades at 17% Discount
RIALTO BIOENERGY: Committee Taps Brinkman Law Group PC as Counsel
RIVERBED TECHNOLOGY: $375M Bank Debt Trades at 40% Discount
RNB MERCHANDISE: Case Summary & 20 Largest Unsecured Creditors
ROCKPORT CO: Court OKs DIP Loans from Wells Fargo and Callodine
ROSAMOND 5: Unsecured Creditors Will Get 100% of Claims in Plan
ROSIE LABS: Taps Kirby Aisner & Curley as Legal Counsel
ROYAL CARIBBEAN: S&P Upgrades ICR to 'BB-', Outlook Stable
RWDY INC: Seeks to Extend Plan Exclusivity to October 17
S&W BLUE JAY: Case Summary & 18 Unsecured Creditors
SANDERSON HOLDINGS: Rental Income to Fund Plan Payments
SANUWAVE HEALTH: Names Andrew Walko as President
SARONA PROPERTY: Case Summary & Nine Unsecured Creditors
SARVER REALTY: Case Summary & Four Unsecured Creditors
SELAH MOUNTAIN: Amends Unsecureds & Kapitus Secured Claims Pay
SONICWALL HOLDINGS: Moody's Affirms B3 CFR, Outlook Remains Stable
STREAM TV: Seeks Approval to Hire Thomas Jung Ho Park as CFO
SUREFUNDING LLC: Unsecureds Will Get 100% of Claims in Plan
SUSTAINABLE SAN DIEGO: Available Cash & Sale Proceeds to Fund Plan
TECHNICAL ORDNANCE: Exclusivity Period Extended to August 14
THORCO INC: Business Income & Asset Sale Proceeds to Fund Plan
TRANSOCEAN LTD: Posts $165 Million Net Loss in Second Quarter
TRITEK INTERNATIONAL: Committee Taps Dechert LLP as Lead Counsel
TUPPERWARE BRANDS: Inks Debt Restructuring Deal with Wells Fargo
TUPPERWARE BRANDS: To Delay Filing of Q2 2023 Financial Report
URBAN ONE: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
US HEALTHVEST: $110M Bank Debt Trades at 16% Discount
VALCAL INC: Unsecureds to Split $18K If Plan Consensual
VECTOR UTILITIES: Hires Margaret M. McClure as Legal Counsel
VERDE BIO: Sadler Gibb Raises Going Concern Doubt Amid Losses
WICKAPOGUE 1: Taps Law Offices of Avrum J. Rosen as Counsel
WYE RIVER: Unsecureds Owed $20K+ to Get 15% of Claims in Plan
ZEP INC: $175M Bank Debt Trades at 29% Discount
ZHANG MEDICAL: Unsecureds Will Get 5% of Claims in 3 Years
[^] BOND PRICING: For the Week from July 1 to August 4, 2023
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246-18 REALTY: Seeks Approval to Hire Platzer as Legal Counsel
--------------------------------------------------------------
246-18 Realty LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ Platzer Swergold
Goldberg Katz & Jaslow, LLP as counsel.
The firm will provide these services:
a. assist and advise the Debtor regarding the administration
of its Chapter 11 case;
b. represent the Debtor before the court and advise the Debtor
of pending litigation, hearings, motions, and of the decisions of
the court;
c. assist and analyze all applications, orders and motions
filed with the court by third parties and advise the Debtor;
d. attend all hearings conducted pursuant to § 341(a) of the
Bankruptcy Code and represent the Debtor at all examinations;
e. communicate with creditors;
f. assist the Debtor in preparing applications and orders in
support of positions taken by the Debtor, as well as prepare
witnesses and review documents in this regard;
g. confer with any accountants, brokers and consultants
retained by the Debtor or any other party-in-interest;
h. assist the Debtor in its negotiations with creditors or
third parties concerning the terms of any proposed plan of
reorganization;
i. prepare and draft a plan of reorganization; and
j. assist the Debtor in performing such other services as may
be in the interest of the Debtor and perform all other services
required by the Debtor.
The firm will be paid at these rates:
Clifford A. Katz $645 per hour
Teresa Sadutto-Carley $525 per hour
Paralegals $225 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer in the amount of $31,738.
Clifford Katz, Esq., a partner at Platzer, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Clifford A. Katz, Esq.
Platzer, Swergold, Goldberg, Katz & Jaslow, LLP
475 Park Avenue South, 18th Floor
New York, NY 10016
Telephone: (212) 593-3000
Email: ckatz@platzerlaw.com
About 246-18 Realty
246-18 Realty LLC owns real property located at 244-246 West 18th
Street, New York, New York. The Property is comprised of two real
estate parcels. The first parcel, located at 244 West 18th Street,
is a building comprised of single residential occupancy units and
is currently vacant. The second parcel is located at 246 West 18th
Street, New York, New York and is a multi-family residential
apartment building comprising of 14 residential apartments units.
Currently 13 of these units are rented.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10796) on May 19,
2023. In the petition signed by Joseph Nabavi, authorized signatory
for 244,246 Holdco LLC, managing member, the Debtor disclosed up to
$50 million in both assets and liabilities.
Judge Philip Bentley oversees the case.
Clifford A. Katz, Esq., at Platzer, Swergold, Goldberg, Katz and
Jaslow, LLP, represents the Debtor as legal counsel.
463 CLASSON: Taps Backenroth Frankel & Krinsky as Counsel
---------------------------------------------------------
463 Classon Avenue HDFC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Backenroth
Frankel & Krinsky, LLP as general bankruptcy counsel.
The firm's services include:
a. providing the Debtor with legal counsel regarding its
powers and duties as a debtor-in possession in the continued
operation of its business and management of its property during the
Chapter 11 case;
b. preparing on behalf of the Debtor all necessary
applications, answers, orders, reports, and other legal documents
which may be required with the Chapter 11 case; providing the
Debtor with legal services regarding formulating and negotiating a
plan of reorganization with creditors; and
c. performing such other legal services for the Debtor as
required during the Chapter 11 case, including but not limited to,
the institution of actions against third parties, with exceptions
set forth below, objections to claims, and the defense of actions
which may be brought by third parties against the Debtor
The firm will be paid at these rates:
Paralegal time $125 per hour
Scott A. Krinsky $650 per hour
Mark A. Frankel $695 per hour
Abraham J. Backenroth $750 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer in the amount of $35,000.
Mark Frankel, Esq., a partner at Backenroth Frankel & Krinsky, LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Mark A. Frankel, Esq.
Backenroth Frankel & Krinsky, LLP
488 Madison Avenue,
New York, New York 10022
Tel: (212) 593-1100
Email: mfrankel@bfklaw.com
About 463 Classon Avenue HDFC
463 Classon Ave HDFC Block 1985/Lot 05, filed a Chapter 11
bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-41767_) on May 19,
2023, disclosing under $1 million in both assets and liabilities.
The Debtor tapped Backenroth Frankel & Krinsky, LLP as legal
counsel.
511 SEAWARD: Hires Berkshire Hathaway as Real Estate Broker
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511 Seaward, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Berkshire Hathaway
Home Services California Properties as its real estate broker.
The firm will market and sell the Debtor's property located at 511
Seaward Road, Corona del Mar, California 92625.
The broker will receive a commission equal to 5 percent from the
sales proceeds. If the broker represents both the Debtor and the
buyer, the total commission is reduced to 4 percent.
Clarence Yoshikane, agent with Berkshire, assured the court that he
and his firm are disinterested within the meaning of 11 U.S.C.
Secs. 327(a) and 101(14).
The firm can be reached through:
Clarence Yoshikane
Berkshire Hathaway Home Services
California Properties
12770 El Camino Real, Suite 100
San Diego, CA 92130
Phone: 888-995-7575
Email: Clarence.Yoshikane@gmail.com
About 511 Seaward
511 Seaward, LLC is engaged in activities related to real estate.
The company is based in Newport Beach, Calif. with as much as $1
million to $10 million in both assets and liabilities. Robert
Montgomery as managing member, signed the petition.
Golden Goodrich, LLP serves as the Debtor's legal counsel.
604Kennedy LLC: Hires Alex Cooper as Auctioneer
-----------------------------------------------
604Kennedy LLC seeks approval from the U.S. Bankruptcy Court for
the District of Columbia to employ Alex Cooper Auctioneers, Inc. as
auctioneer.
The firm will market and auction the Debtor's real property and
improvements located at 604 Kennedy Street NW, Washington, DC
20011.
The firm will be paid at the rate of 6 per cent commission on the
proceeds resulting from the Sale of the Property.
Matthew Cooper, a partner at Alex Cooper Auctioneers, Inc.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Matthew Cooper
Alex Cooper Auctioneers, Inc.
908 York Rd
Towson, MD 21204
Tel: (410) 828-4838
Email: matthew@alexcooper.com
About 604Kennedy LLC
The Debtor is engaged in activities related to real estate.
604Kennedy LLC in Reston, VA, filed its voluntary petition for
Chapter 11 protection (Bankr. D. Colo. Case No. 23-00181) on July
11, 2023, listing as much as $1 million to $10 million in both
assets and liabilities. Naveen Vavilala as managing member, signed
the petition.
Judge Elizabeth L. Gunn oversees the case.
Whiteford, Taylor & Preston, LLP serves as the Debtor's legal
counsel.
77 HERON LAKES: Unsecureds Will Get 100% of Claims in Plan
----------------------------------------------------------
77 Heron Lakes, Ltd., and 81 Villa Robles, Ltd. Filed with the U.S.
Bankruptcy Court for the Southern District of Texas a Combined
Disclosure Statement and Plan of Reorganization dated July 31,
2023.
77 Heron Lakes is a limited partnership organized for the purpose
of developing approximately 77 acres of land that was formerly
operated as a golf course in Houston, Texas.
This Debtor purchased its property for well below market value and
replated it for single-family residential property with significant
green space. Additionally, a strip facing on Beltway 8 was replated
for commercial use. The Debtor contracted with respected home
builders, Colina Homes and Gehan Homes, for the purchase of the
developed lots and laid the foundation of a management district to
fund infrastructure.
81 Villa Robles is a limited partnership organized for the purpose
of developing approximately 81 acres of land on Telge Road between
Grant Road and Spring-Cypress Road in Cypress, Texas.
This Debtor purchased its property with the significant
participation of the former land owner and replated it for single
family residential property. The Debtor contracted with respected
home builders, DRHI, Inc. a/k/a D.R. Horton, for the purchase of
the developed lots and laid the foundation of a management district
to fund infrastructure.
C2R sought to foreclose on the Debtors' property, and the property
was posted for foreclosure on May 2, 2023. Hopeful that the Debtors
could ultimately obtain financing to pay the debt due to C2R, the
Debtors sought bankruptcy protection.
From the Petition Date, the Debtors sought either DIP financing or
exit financing from lenders as the primary means of accomplishing
their reorganization. By June 26, 2023, the Debtors agreed to the
terms of a DIP Loan to be provided by Legalist. After a period of
due diligence, the Debtor filed Debtor's Expedited Motion for Entry
of Final Order Authorizing Debtor-in-Possession Financing.
Class 5 consists of General Unsecured Claims. All allowed general
unsecured claims will be paid in deferred cash payments from cash
on hand after all Allowed Claims in Classes 1 through 4 are paid in
full. All payments made to holders of Allowed Claims in Class 5
will be pro rata amounts until all Allowed Claims in Class 5 are
paid in full. Creditors in this class will receive 100 percent of
their Allowed Claims. The allowed unsecured claims total
$362,750.48. Class 5 is unimpaired.
Class 6 consists of those secured and unsecured claims of Insiders.
Except as specifically allowed by the DIP Lender as an approved
budget item and draw request under the DIP Loan, no insider
creditor, whether secured or unsecured, shall receive any
distribution from the Reorganized Debtors until all Allowed Claims
in Classes 1 through 5 are paid in full. Creditors in this class
will receive 100 percent of their Allowed Claims. Class 6 is
impaired.
The equity interests of the general partners and limited partners
shall remain unchanged as a result of confirmation of this Plan.
No partner, general or limited, shall receive any distribution from
the Reorganized Debtors until all Allowed Claims in Classes 1
through 6 are paid in full.
Prior to and immediately following the Confirmation Date, the
primary source of payments of allowed administrative expenses,
allowed priority tax claims, and allowed claims Classes 2 through 5
will be proceeds from the DIP Loan.
Additional proceeds from the DIP Loan will fund the completion of
the development of the Real Property and enable the Reorganized
Debtors to sell the developed lots to the homebuilders. The
revenues generated by the sales to homebuilders will enable the
Reorganized Debtors to pay the DIP Lender on, or prior to, the
Maturity of the DIP Loan.
A full-text copy of the Combined Disclosure Statement and Plan
dated July 31, 2023 is available at https://urlcurt.com/u?l=2buz7G
from PacerMonitor.com at no charge.
Counsel for Debtors:
Leonard H. Simon, Esq.
Pendergraft & Simon, LLP
2777 Allen Parkway, Suite 800,
Houston, TX 77019
Tel: (713) 528-8555
Fax: (713) 868-1267
About 77 Heron Lakes, LTD.,
77 Heron Lakes, Ltd. in Houston, TX, filed its voluntary petition
for Chapter 11 protection (Bankr. S.D. Tex. Case No. 23-31641) on
May 1, 2023, listing as much as $1 million to $10 million in both
assets and liabilities. Joe Fogarty as president and general
partner.
PENDERGRAFT & SIMON LLP serves as the Debtor's legal counsel.
86-55 GRAND REALTY: Taps Bill Zou & Associates as Legal Counsel
---------------------------------------------------------------
86-55 Grand Realty Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Bill Zou &
Associates PLLC as legal counsel.
The firm will provide these services:
a. give advice to the Debtor with respect to its powers and
duties as Debtor-in-Possession and the continued management of its
property and affairs;
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with the
creditors and other parties in interest;
c. prepare the necessary answers, orders, reports and other
legal papers required for the Debtor's protection from its
creditors under Chapter 11 of the Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential
refinancing of secured debt and any potential sale of the Debtor's
assets;
g. represent the Debtor in connection with obtaining
post-petition financing, if necessary;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
i. perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estate and to
promote the best interests of the Debtor, its creditors and the
estate.
The firm will be paid at these rates:
Attorneys $300 to $450 per hour
Paraprofessional $150 per hour
In addition, the firm will be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm received a retainer in the amount of $7,562.
William X Zou, Esq., a partner at Bill Zou & Associates PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
William X. Zou, Esq.
Bill Zou & Associates, PLLC
136-20 38th Avenue, Suite 10D,
Flushing NY 11354
Tel: (718) 661-9562
Email: xfzou@aol.com
About 86-55 Grand Realty Inc.
86-55 Grand Realty Inc. in Flushing NY, filed its voluntary
petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No.
23-40781) on March 8, 2023, listing as much as $10 million to $50
million in both assets and liabilities. Tu Kang Yang as CEO.,
signed the petition.
Judge Nancy Hershey Lord oversees the case.
Bill Zou & Associates PLLC serves as the Debtor's legal counsel.
A T MABRY: Amends Plan to Include Hanmi Bank Unsecured Claim
------------------------------------------------------------
A T Mabry Trucking, Inc. submitted a Third Modified Plan of
Reorganization for Small Business dated July 30, 2023.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of at least estimated average
graduated payments of $ 1,775.00 per month in Year 1, $2,800.00 per
month in Year 2, $3,300.00 in year 3, $3,500 per month in Year 4,
and $3,700 per month in Year 5.
Debtor will make monthly payments in amounts commensurate with
actual income for each month. So long as yearly payments equal an
amount that averages within 20% of the yearly estimated amounts, no
default in Plan payments will be deemed to have occurred. The final
Plan payment is expected to be paid on April 30, 2028.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations and sales proceeds of assets no
longer required to operate its business.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 3 consists of Unsecured Non-Priority Claims of Forward
Financing LLC, Headway Capital, LLC, Infusion Capital Group, LLC,
and Alternative Funding Group as well as the unsecured non-priority
claims of Fundamental Capital, LLC and The Fundworks, LLC
(perfection of UCC-1 instruments occurred within 90 days of
petition date). Class 3 claims will be paid 100% of their allowed
claims (without interest) in pro-rata installments after
administrative and Class 1 and 2 claims are paid. This Class is
impaired.
Class 4 consists of Unsecured Non-Priority Claim of Hanmi Bank.
Class 4 claims will be paid 100% of their allowed deficiency claims
(without interest) in pro-rata installments after administrative
and Class 1 and 2 claims are paid and concurrently with Class 3
Claims. This Class is impaired.
This Plan will be funded from monthly disposable income of the
Debtor and the sales proceeds of three 3 tractor/trucks owned by a
third party.
A full-text copy of the Third Modified Plan dated July 30, 2023 is
available at https://urlcurt.com/u?l=5HDO6Y from PacerMonitor.com
at no charge.
Debtor's Counsel:
Brett Alexander Zwerdling, Esq.
Zwerdling, Oppleman, Adams & Gayle
5020 Monument Avenue
Richmond, VA 23230
Phone: (804) 355-5719
Fax (804) 355-1597
Email: bzwerdling@zandolaw.com
About A T Mabry Inc.
A T Mabry, Inc., hauls municipal refuse using specialized trailers
as a subcontractor for businesses that have the primary contracts
with municipalities.
A T Mabry, Inc., sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Va. Case No. 22-33248) on Nov. 14,
2022, with $100,001 to $500,000 in both assets and liabilities.
Brett Alexander Zwerdling, Esq., at Zwerdling, Oppleman & Adams, is
the Debtor's counsel.
AAD CAPITAL: Exclusivity Period Extended to August 29
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Judge James R. Sacca of the U.S. Bankruptcy Court for the
Northern District of Georgia extended the exclusive period for
AAD Capital Partners LLC and Market Street Shreveport LLC to
file a plan of reorganizatino and solicit acceptances thereof to
August 29, 2023.
AAD Capital Partners LLC and Market Street Shreveport LLC are
represented by:
Ashley Reynolds Ray, Esq.
SCROGGINS & WILLIAMSON, P.C.
4401 Northside Parkway, Suite 450
Atlanta, GA 30327
Tel: (404) 893-3880
Email: aray@swlawfirm.com
- and -
Scott F. Gautier, Esq.
Maria J. Cho, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
1800 Century Park East, Suite 1500
Los Angeles, CA 90067
Tel: (310) 203-4000
Email: scott.gautier@faegredrinker.com
maria.cho@faegredrinker.com
- and -
Michael T. Gustafson, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
320 South Canal Street, Suite 3300
Chicago, IL 60606
Tel: (312) 569-1000
Email: mike.gustafson@faegredrinker.com
About AAD Capital Partners
AAD Capital Partners LLC, doing business as Peachtree Battle
Business Services, is a domestic limited liability company.
AAD Capital Partners LLC filed a petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
22-58223) on Oct. 12, 2022. In the petition filed by Edward
Chen, as managing member and owner, the Debtor reported assets
and liabilities between $10 million and $50 million.
The Debtor is represented by Ashley Reynolds Ray of Scroggins &
Williamson, P.C.
Judge James R. Sacca oversees the case.
Arena Limited SPV, LLC, as secured creditor is represented by
Eric W. Anderson, Esq. at Parker Hudson Rainer & Dobbs, LLP and
R. Joseph Naus, Esq.
ADAMIS PHARMACEUTICALS: Closes Sale of Real Property, Other Assets
------------------------------------------------------------------
The closing of the transactions contemplated by a purchase and sale
agreement occurred on July 25, 2023, and Adamis Pharmaceuticals
Corporation sold the building, real property, personal property,
equipment and related assets to FarmaKeio Pharmacy Network, LLC, a
Texas limited liability company, an unaffiliated third party.
The total aggregate consideration for the sale of the real property
and other assets was $2,000,000, before commissions, fees and
closing costs estimated at approximately $232,700. The Agreement
includes a number customary provisions addressing matters such as
title and title insurance, closing deliverables, representations
and warranties of the Company and the Purchaser, survival of the
Company's representations and warranties for a period of time after
the closing, indemnification by the Company of the Purchaser for
breach of the Company's representations, warranties and covenants
in the Agreement and relating to the property, liability
limitations, and other matters.
On July 19, 2023, Adamis entered into the Sale Agreement to sell
the building and real property located in Conway, Arkansas,
formerly utilized by the Company's discontinued compounding
pharmacy business, to FarmaKeio. The Company also entered into a
related agreement to sell to the Purchaser certain personal
property assets and equipment located at the building and real
property as well as certain related intellectual property assets.
About Adamis Pharmaceuticals
Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) --
http://www.adamispharmaceuticals.com-- is a specialty
biopharmaceutical company primarily focused on developing and
commercializing products in various therapeutic areas, including
allergy, opioid overdose, respiratory and inflammatory disease.
Adamis reported a net loss applicable to common stock of $26.48
million for the year ended Dec. 31, 2022, compared to a net loss
applicable to common stock of $45.83 million for the year ended
Dec. 31, 2021.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 16, 2023, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
ADAVAN FITNESS: Hires Faro & Crowder as Counsel
-----------------------------------------------
Adavan Fitness Melbourne LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ Faro
& Crowder, PA as counsel.
The firm's services include:
a. preparing and prosecuting all necessary motions, and
applications;
b. prosecuting and any causes of action on behalf of Debtor;
c. defending Debtor in any causes of action against Debtor;
d. assisting in formulation of a plan of reorganization; and
e. negotiating with creditors to obtain consent to a plan of
reorganization when possible.
The firm will be paid at these rates:
Attorney $350 per hour
Paralegal $175 per hour
The firm received a retainer in the amount of $ d $13,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Faro, Esq., a partner at Faro & Crowder, PA, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael Faro, Esq.
Faro & Crowder, PA
700 N. Wickham Rd, Suite 205
Melbourne, FL 32935
Telephone: (321) 784-8158
Email: mfaro@farolaw.com
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.
AEMETIS INC: Closes Second $25M USDA-Guaranteed Term Loan
---------------------------------------------------------
Aemetis, Inc. announced the closing of its second $25 million,
20-year term loan guaranteed by the U.S. Department of Agriculture
(USDA) for a total of $50 million of Aemetis Biogas project
financing arranged by Greater Commercial Lending (GCL) in the past
nine months.
The Aemetis Biogas Central Dairy RNG Project is now fully funded to
build biogas digesters and related assets for eight additional
dairies using the $9.4 million of equity financing already provided
by Aemetis and the $25 million of new debt financing guaranteed by
the USDA. Magnolia Bank of Elizabethtown, Kentucky provided the
primary funding for the $25 million loan to Aemetis Biogas 2, LLC
(AB-2), a wholly-owned subsidiary of Aemetis, Inc.
"The USDA Renewable Energy for America Program (REAP) provides long
term, 20-year financing that enables the construction of projects
that improve air quality and reduce carbon pollution such as the
Aemetis Biogas Central Dairy Digester Project," stated Eric McAfee,
Chairman and CEO of Aemetis. "We appreciate the good working
relationship that has been developed with the team at Greater
Commercial Lending and we are pleased to have Magnolia Bank as the
new primary lender for the AB-2 phase of the project."
Aemetis Biogas has built and is fully operating dairy biogas
digesters for seven dairies, a 40-mile biogas pipeline, the central
biogas-to-RNG production facility and the PG&E gas utility
interconnection unit. When completed, the biogas digesters for the
combined 15 dairies are designed to produce more than 400,000
MMBtu's per year of carbon negative renewable natural gas.
The long-term, 20-year project financing was guaranteed by the USDA
through the Rural Energy for America Program (REAP) and carries
approximately an 8.75% fixed interest rate for the first five
years. With two REAP loans closed and three more REAP loans in
process, Aemetis Biogas is currently arranging $125 million of
20-year debt funding for the development, construction and
operation of the Aemetis Central Dairy Digester project which has
already signed 37 dairies and plans to build digesters for 65
dairies within the next 60 months.
Aemetis Biogas is building passive solar anaerobic digesters at
dairies to capture biomethane from animal waste. After removal of
key contaminants and gas pressurization at the dairy, a biogas
pipeline connects the dairies to a central facility located at the
Keyes ethanol plant where the biogas is converted into below zero
carbon intensity RNG. The RNG is tested and odorized in an
interconnection unit, then injected into the Pacific Gas and
Electric (PG&E) gas pipeline for delivery to transportation fuel
customers throughout California. In addition to delivery of RNG
through third parties, Aemetis is building an onsite RNG fueling
station to fuel local trucks.
About 25% of the methane emissions in California are emitted from
dairy waste lagoons. When fully built, the Aemetis biogas project
plans to connect dairy digesters spanning more than 65 dairy farms,
producing more than 1,650,000 MMBtu of renewable natural gas from
captured dairy methane each year. The project is designed to
reduce greenhouse gas emissions equivalent to an estimated 6.8
million metric tonnes of carbon dioxide over ten years, equal to
removing the emissions from approximately 150,000 cars per year.
About Aemetis
Headquartered in Cupertino, California, Aemetis, Inc. --
http://www.aemetis.com-- is an international renewable natural
gas, renewable fuels and byproducts company focused on the
acquisition, development and commercialization of innovative
technologies that replace traditional petroleum-based products.
The Company operates in two reportable geographic segments: "North
America" and "India."
Aemetis reported a net loss of $107.76 million for the year ended
Dec. 31, 2022, compared to a net loss of $47.15 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$210.38 million in total assets, $103.63 million in total current
liabilities, $329.17 million in total long-term liabilities, and a
total stockholders' deficit of $222.42 million.
AERKOMM INC: Investor Agrees to Buy 800K Common Shares
------------------------------------------------------
Aerkomm Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on July 20, 2023, it entered into a
subscription agreement with one investor who agreed to purchase an
aggregate of 800,000 shares of the Company's common stock, $0.001
par value per share, at a price of $12.50 per share for an
aggregate purchase of $10,000,000.
The Shares were offered and sold by the Company in a private
placement offering under Regulation S promulgated under the
Securities Act of 1933, as amended. The investor represented in
its subscription agreement that it not a resident of the United
States or otherwise a "U.S. Person," as that term is defined in
Rule 501(a) of Regulation D promulgated under the Securities Act.
Pursuant to the terms of the subscription agreement, the parties
have agreed that if the Company has not met the following
conditions relating to the development of its new Full-Dominance
Glass Semiconductor Antenna by the end of business on June 30,
2024, the Subscriber shall have the right to sell the Shares back
to the Company for the full amount the Subscriber originally paid
for the Shares:
i. The Company shall have completed a "Design Release" meaning
that it shall have an engineering sample of the FGSA Antenna
publicly available and ready for sale;
ii. The Company shall have passed the "small batch market test"
meaning that it shall have sold 5,000 sample units of the designed
released FGSA Antenna; and
iii. The Company shall be ready for the "commercial release" of
the FGSA Antenna meaning that the Company shall be ready to take
orders for the mass production of the FGSA Antenna.
The Company and the Investor will separately agree on the timing of
the Investor's cash payments to the Company under the subscription
agreement and the related issuances upon payment of the Shares to
the Investor.
About Aerkomm
Headquartered in Nevada, USA, Aerkomm Inc. --
http://www.aerkomm.com-- is a full-service development stage
provider of in-flight entertainment and connectivity (IFEC)
solutions, intended to provide airline passengers with a broadband
in-flight experience that encompasses a wide range of service
options. Those options include Wi-Fi, cellular, movies, gaming,
live TV, and music. The Company plans to offer these core
services, which it is currently still developing, through both
built-in in-flight entertainment systems, such as a seat-back
display, as well as on passengers' own personal devices.
Aerkomm reported a net loss of $11.88 million in 2022, a net loss
of $9.38 million in 2021, a net loss of $9.11 million in 2020, a
net loss of $7.98 million in 2019, and a net loss of $8.15 million
in 2018.
AERKOMM INC: Signs Non-Binding LOI With Ejectt for Possible Merger
------------------------------------------------------------------
Aerkomm Inc., and Ejectt, Inc. a publicly traded Taiwan company,
signed a non-binding letter of intent with respect to a possible
merger between Aerkomm and Ejectt. A copy of the LOI is available
for free at:
https://www.sec.gov/Archives/edgar/data/1590496/000121390023061267/ea182634ex99-1_aerkomm.htm
About Aerkomm
Headquartered in Nevada, USA, Aerkomm Inc. --
http://www.aerkomm.com-- is a full-service development stage
provider of in-flight entertainment and connectivity (IFEC)
solutions, intended to provide airline passengers with a broadband
in-flight experience that encompasses a wide range of service
options. Those options include Wi-Fi, cellular, movies, gaming,
live TV, and music. The Company plans to offer these core
services, which it is currently still developing, through both
built-in in-flight entertainment systems, such as a seat-back
display, as well as on passengers' own personal devices.
Aerkomm reported a net loss of $11.88 million in 2022, a net loss
of $9.38 million in 2021, a net loss of $9.11 million in 2020, a
net loss of $7.98 million in 2019, and a net loss of $8.15 million
in 2018.
AEROCISION PARENT: Aug. 7 Deadline Set for Panel Questionnaires
---------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of AeroCision Parent,
LLC., et al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/2p9espy6 and return by email it to
Richard Schepacarter -- Richard.Schepacarter@usdoj.gov -- at the
Office of the United States Trustee so that it is received no later
than 4:00 p.m., on Aug. 7, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About AeroCision Parent
AeroCision Parent, LLC., et al. sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 23-11032)
on July 31, 2023. In the petition signed by JDavid Nolletti as
chief restructuring officer, the Debtor disclosed up to $100
million to $500 million in assets and $100 million to $500 million
in liabilities.
Hon. Karen B. Owens oversees the case.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel, Riveron Consulting, LLC as restructuring advisor,
Jefferies LLC as investment banker, and EPIQ Corporate
Restructuring, LLC as notice, claims, solicitation & balloting
agent and administrative advisor.
AEROCISION PARENT: Unsecureds Unimpaired in Prepackaged Plan
------------------------------------------------------------
AeroCision Parent, LLC and its Affiliated Debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a Disclosure
Statement for Joint Prepackaged Plan of Reorganization.
The Debtors are part of an organization known as Bromford Group
("Bromford"), a global manufacturing business in the aerospace,
defense, and power generation industry that was founded in the
United Kingdom in 1973.
AeroCision and Numet were each initially founded in 1984 and are
both Delaware limited liability companies. Numet and AeroCision's
business operations include engineering, manufacturing, and
assembling complex precision rings and casings made from super
alloys and other exotic materials.
The other Debtor, AeroCision Parent, was formed in 2018 in
connection with the acquisition of AeroCision and is also a
Delaware limited liability company. Debtor AeroCision Parent wholly
owns AeroCision and Numet and is wholly-owned by non-Debtor
Bromford Intermediate Holdings, Ltd. ("Bromford Intermediate"), a
Cayman Islands entity.
The Debtors are pleased to announce that the Plan provides for a
comprehensive restructuring of the Debtors (the "Restructuring"),
including:
Restructuring of Current Debt
The Debtors will restructure their current debt facilities with
three new exit facilities that, in the aggregate, will also provide
new funding, in addition to converting the DIP funding: (a) the New
Super Senior Lien Facility; (b) the New First Lien Facility; and
(c) the New Holdco Term Loan Facility to reduce the aggregate debt
at the Debtors after confirmation. The New Super Senior Lien
Facility, the New First Lien Facility, and the New Holdco Term Loan
Facility.
The Prepetition First Lien Lenders, in their capacity as DIP
Lenders, will provide the Debtors with $12,500,000 in DIP funding.
The balance owing under the DIP and the availability of any undrawn
portion of it will be converted to a New Super Senior Loan under
the New Super Senior Lien Facility on the effective date of the
Plan. Immediately upon conversion, the New Super Senior Loans, and
related guaranties, shall be secured by an all-asset, first
priority lien and pledge on all assets of the Reorganized Debtors,
substantially similar to the liens and pledges that were granted to
the Prepetition Superpriority Lien Lenders and the Prepetition
First Lien Lenders.
As more fully described in the Exit Facilities Term Sheet, on the
Effective Date (a) the Bridge Loan Claim (related to the bridge
loan financing provided by LHCP Fund I to the Debtors shortly
before the Petition Date) will be converted to a New Super Senior
Revolving Loan in the amount of $2,500,000 under the New Super
Senior Lien Facility; (b) LHCP Fund I and the other New Equity
Sponsors will provide $3,750,000 in additional new loans under the
New Super Senior Lien Facility (in addition to the new equity
capital), $8,750,000 in New Equity Financing Payment, and
$1,250,000 in the LH Incremental Equity; (c) the DIP Lenders will
provide $2,000,000 in new loans under the New Super Senior Lien
Facility (in addition to the rollover of the DIP Loans); and (d)
the Prepetition Second Lien Lenders will provide $2,000,000 in new
loans under the New Super Senior Lien Facility.
As more fully described in the Exit Facilities Term Sheet, on the
Effective Date, the Superpriority Lien Claims will be converted to
New First Lien Term Loans. Approximately $35,583,705.40 in
principal, plus pro rata interest, fees, and costs related thereto,
of the First Lien Claims will be converted to New First Lien Term
Loans and $2,625,000 in Second Lien Claims will be converted, and
shall be deemed converted, to a New First Lien Term Loan under the
New First Lien Term Facility to bring the aggregate principal
balance of the New First Lien Term Loan to not more than
$42,625,000.
As more fully described in the Exit Facilities Term Sheet, on the
Effective Date, 100% of the Second Lien Claims will be extinguished
and the Second Lien Lenders will receive the following treatment:
(i) $2,625,000 will be converted, and be deemed converted, to the
New First Lien Facility; (ii) $6,875,000 will be converted, and be
deemed converted, into the New Holdco Term Loan Facility; (iii) 4%
of the New Common Holdco Equity; and (iv) the right to contribute
$2,000,000 in principal amount of the New Super Senior Lien
Facility. This elimination of the Second Lien Obligations and the
conversion of a portion of the Prepetition First Lien Obligations
will reduce the debt at the Reorganized Debtors by approximately
$27,500,000.
The Restructuring is expected to eliminate a portion of the Second
Lien Claims, structurally subordinate a portion of the First Lien
Claims, and provide $32,750,000 in additional liquidity, inclusive
of the bridge loan financing. Each Debtor will, therefore, emerge
from the Chapter 11 Cases a stronger company, with a sustainable
capital structure that is better aligned with the Debtors' present
and future operating prospects.
Class 6 consists of all General Unsecured Claims against the
Debtors. Except to the extent previously paid during the Chapter 11
Cases or such Holder agrees to less favorable treatment, each
Holder of an Allowed Class 6 Claim shall receive, in full and final
satisfaction of and in exchange for each such Claim, (i) payment
equal to the Allowed amount of such Claim, in Cash, as and when
such Claim becomes due and payable in the ordinary course of the
Debtors' business (plus any interest accrued after the Petition
Date with respect to such Claim as may be required by law to render
such Claim Unimpaired, as determined by the Debtors) or (ii) be
otherwise rendered Unimpaired. Class 6 is Unimpaired under this
Plan.
On the Effective Date, 100% of the Interests in the Debtors shall
be cancelled. In exchange for the LH Incremental Equity and the New
Equity Financing Payment to New Holdco LLC, the New Equity Sponsors
shall receive 88% the New Common Holdco Equity. As set forth above,
Holders of Allowed Class 4 First Lien Claims shall receive their
pro rata share of 8% of the New Common Holdco Equity, and Holders
of Allowed Class 5 Second Lien Claims shall receive their pro rata
share of 4% of the New Common Holdco Equity.
In exchange for the contribution of the LH Incremental Equity and
the New Equity Financing Payment by New Holdco LLC through the
other New Holding Companies to Reorganized Parent, New Intermediate
LLC shall receive the New Parent Equity. The Confirmation Order
shall authorize the transfer of the New Parent Equity, as set forth
in this Plan, free and clear of all Liens, Claims, charges, or
other encumbrances under sections 105(a), 363, 1123(b)(4), 1145,
and 1146(a) of the Bankruptcy Code except to the extent otherwise
set forth in this Plan.
A full-text copy of the Disclosure Statement dated July 31, 2023 is
available at https://urlcurt.com/u?l=IrMKk3 from PacerMonitor.com
at no charge.
Debtors' Counsel:
Michael R. Nestor, Esq.
Andrew L. Magaziner, Esq.
Elizabeth S. Justison, Esq.
Shella Borovinskaya, Esq.
Joshua B. Brooks, Esq.
Emily C.S. Jones, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: mnestor@ycst.com
amagaziner@ycst.com
ejustison@ycst.com
sborovinskaya@ycst.com
jbrooks@ycst.com
ejones@ycst.com
About AeroCision LLC
AeroCision, LLC, and its affiliates are part of an organization
known as Bromford Group, a global manufacturing business in the
aerospace, defense, and power generation industry that was founded
in the United Kingdom in 1973. Bromford supplies turbine engine and
related components to all major OEM's (i.e., original equipment
manufacturers), including many of the industry's most prominent
manufacturers, like General Electric Aviation, Pratt & Whitney, and
Rolls Royce, among others. The manufacturers use Bromford's
components to manufacture engines for aircraft and other vehicles.
AeroCision Parent, LLC, and two affiliates, including AeroCision,
LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
23-11032) on July 31, 2023, with $100 million to $500 million in
assets and $100 million to $500 million in liabilities. David
Nolletti, chief restructuring officer, signed the petitions.
Judge Karen B. Owens oversees the case.
YOUNG CONAWAY STARGATT & TAYLOR, LLP is the Debtors' counsel.
RIVERON CONSULTING, LLC, is the restructuring advisor, and
JEFFERIES LLC is the investment banker. EPIQ CORPORATE
RESTRUCTURING, LLC, is the claims agent.
AEROSPACE ENGINEERING: Hires Smith Knowles as Counsel
-----------------------------------------------------
Aerospace Engineering & Support, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Utah to employ Smith Knowles,
P.C. as counsel.
The firm will provide these services:
a. advise it regarding matters of bankruptcy law;
b. represent it in this case and in any related contested
matters, adversary proceedings, or other litigation in this Court,
or in other federal or state courts;
c. prepare on its behalf such pleadings, motions,
applications, orders, and other legal papers as the Trustee may
request from time to time;
d. assist it from time to time with respect to corporate,
transactional, real estate, or other business law matters that may
be necessary or appropriate in this case; and
e. assist it in carrying out its duties under the Bankruptcy
Code.
The firm will be paid at the rate of $300 per hour, and will also
be reimbursed for reasonable out-of-pocket expenses incurred.
M. Darin Hammond, a partner at Smith Knowles, P.C., disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
M. Darin Hammond, Esq.
Smith Knowles, P.C.
2225 Washington Blvd., Suite 200
Ogden, UT 84401
Telephone: (801) 476-0303
Facsimile: (801) 476-0399
Email:dhammond@smithknowles.com
About Aerospace Engineering & Support
Aerospace Engineering & Support, Inc., sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No.
23-22868) on July 7, 2023. In the petition signed by Lacey Remkes,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Peggy Hunt oversees the case.
The Debtor is represented by M. Darin Hammond, Esq., at Smith
Knowles, P.C.
AJM MANAGEMENT: Taps MYC & Associates as Real Estate Broker
-----------------------------------------------------------
AJM Management, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ MYC & Associates,
Inc. as its real estate broker and auctioneer.
The firm will market and sell the Debtor's property located at 405
Rockaway Parkway, Brooklyn, New York 11212, Block: 4672, Lot: 37,
in the Borough of Brooklyn.
The broker will receive a commission equal to 5 percent of the
gross proceeds.
MYC's usual hourly rates are presently up to $325 per hour for Marc
P. Yaverbaum, $325 per hour for Victor M. Moneypenny, and $175 per
hour for associate time.
MYC does not have any interest materially adverse to the interest
of any class of creditors or equity security holders, by reason of
any direct or indirect relationship to, connection with or interest
in the Debtor, according to court filings.
The firm can be reached through:
Marc P. Yaverbaum
Victor M. Moneypenny
MYC & Associates, Inc.
1110 South Ave.
Staten Island, NY 10314
Phone: 347-273-1258
Cell: 917-648-8059
Fax: 347-273-1358
Email: my@myccorp.com
About AJM Management
AJM Management, LLC is the fee simple owner of real property
located at 405 Rockaway Parkway, Brooklyn, N.Y., valued at $3.9
million.
AJM Management filed it voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41664) on
May 12, 2023, with $4,117,194 in assets and $2,262,346 in
liabilities. Ray Jones, managing director, signed the petition.
Judge Nancy Hershey Lord oversees the case.
The Debtor tapped Avrum J. Rosen, Esq., at The Law Offices of Avrum
J. Rosen, PLLC as legal counsel and Hirsch & Hirsch Certified
Public Accountants, PLLC as accountant.
ALL FLORIDA SAFETY: Unsecureds Will Get 1% of Claims in 60 Months
-----------------------------------------------------------------
All Florida Safety Institute, LLC submitted an Amended Subchapter V
Plan of Reorganization dated July 31, 2023.
The Debtor is the operator of a driver education business which
operates throughout the State of Florida. The Debtor's business was
started in 2015 by Mark and Janette Allen and has continuously
operated since that time.
During 2020-2021 as a result of shutdowns of DMV and related
facilities due to COVID19 related issues, the Debtor's revenue
began to substantially decline. The Debtor began a series of
merchant cash advance loans secured by receivables and deducted on
a daily basis. This severely disrupted cash flow of the Debtor and
caused the Debtor to become delinquent to the unsecured creditors
in the amount of approximately $1,800,000.00.
As of August of 2022, the Debtor had defaulted on numerous MCA and
supplier loans. However, the Debtor felt that the income would
significantly increase in the short term and allow a successful
reorganization for all secured, priority and unsecured debts.
Multiple creditors filed suit in New York to collect on past due
obligations owed by the Debtor. This Chapter 11 followed in order
to restructure the existing secured debt, unsecured debt and other
priority claims.
The Debtor has obtained multiple cash collateral and officer salary
orders in order to continue the operations of the company while the
Chapter 11 plan was formulated. The Debtor has focused its business
operations on 5 core markets and restructured the business to serve
multiple areas from each location. That will significantly reduce
operating costs in the future due to decrease rental and other
overhead expenses.
Finally, the Debtor has provided the Internal Revenue Service all
required documentation in order to obtain approximately $107,000.00
in refunds owed to the Debtor for overpayment of payroll taxes. The
Plan proposed by the Debtor pays all priority and secured claims in
full within the plan period or contract period. The Plan also pays
any post-petition wages, receivables and any pre-petition wages in
full over the 60-month term of the Plan.
To the extent that unsecured claims are not paid in full at
confirmation, the Plan proposed utilizes the disposable income of
the Debtor from the business over a period of 60 months to repay
any allowed unsecured claims all disposable income. The Debtor has
attached an estimated 60-month budget to the Plan.
This Plan provides for 107 class(es) of secured claims, 3 Classes
of Priority Claims and 1 class of unsecured claims. Unsecured
creditors holding allowed claims will receive distributions which
the proponent of this Plan has valued at approximately 1 cents on
the dollar based upon current projections of disposable income.
This Plan also provides for the payment of administrative and
priority claims either upon the effective date of the Plan or as
allowed under the Bankruptcy Code.
Class 109 consists of All General Unsecured Claims. To the extent
that unsecured claims are filed and allowed, the Debtor shall pay
the total amount of unsecured claims at the rate of $500.00 during
months 1-60 of the plan of reorganization for 1% repayment of all
unsecured claims.
This Plan of Reorganization proposes to pay unsecured creditors of
the Debtor all disposable income during months 1-60 from future
income of the Debtor derived from income generated from the driver
education/car sales business that the Debtor owns in order to
obtain a discharge.
A full-text copy of the Amended Subchapter V Plan dated July 31,
2023 is available at https://urlcurt.com/u?l=lznEoI from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Bryan K. Mickler, Esq.
Law Offices Of Mickler & Mickler, LLP
5452 Arlington Expy.
Jacksonville, FL 32211
Tel: (904) 725-0822
Email: bkmickler@planlaw.com
About All Florida Safety Institute, LLC
All Florida Safety Institute, LLC offers driving lessons, driver's
license testing and traffic school. All Florida Safety sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
M.D. Fla. Case No. 22-01926) on September 22, 2022. In the petition
signed by Mark Allen, manager, the Debtor disclosed $2,200,185 in
assets and $5,618,570 in liabilities.
Judge Jacob A. Brown oversees the case.
Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler,
LLP, is the Debtor's counsel.
ALPHA METALLURGICAL: S&P Upgrades ICR to 'B+', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
met coal producer Alpha Metallurgical Resources Inc.'s (Alpha Met)
to 'B+' from 'B'.
The stable outlook reflects S&P's expectation for continued robust
credit metrics over the next 12 months.
Alpha Met has significant cushion in its credit metrics to absorb
volatility in earnings given its lower levels of adjusted debt. S&P
expects Alpha Met will maintain leverage well below 1x in 2023,
marking the second year in a row of such low leverage, despite its
expectation of a 45%-55% contraction in EBITDA due to moderating
commodity prices. The material reduction in debt levels has created
a strong cushion for the company's credit metrics to deal with the
inherent volatility associated with the met coal industry,
especially given the export-based nature of the business, which is
mostly based on spot prices. As of Dec. 31, 2022, Alpha Met had
reduced adjusted debt by about 71% to $329 million, from about $1.1
billion as of Dec. 31, 2020. The company completed the voluntary
prepayment of all funded debt in its capital structure in 2022. At
the same time, the company reduced nontraditional debt obligations
such as pensions and postretirement benefits, workers'
compensation, and contingent considerations by about $228 million
over the same period. The company plans to continue tackling these
nontraditional debt-like obligations, which could further
strengthen the company's balance sheet.
S&P said, "We expect Alpha Met will benefit from
higher-than-historical average met coal prices, supported by supply
constraints. S&P Global Ratings assumes met coal prices of $250 per
metric ton for the rest of 2023, after averaging between $300 and
$350 per metric ton last year. Despite the moderation, our current
price assumption is higher than the midcycle historical average of
$150 per metric ton, which supports our expectation of softer
earnings in 2023 that none-the-less will still benefit from prices
above long-term average. Part of the price decline is due to a
slower-than-expected economic rebound in China, a major producer of
steel. However, global supply of hard coking coal remains
constrained due to years of underinvestment in new mine capacity
and wet weather events in Australia in the first quarter of 2023,
which helps offset some of the effects of demand weakness.
Furthermore, Chinese demand could see a rebound in the second half
of 2023 following the introduction of government stimulus to
jumpstart the economy. We also expect improving crude steel
production rates in India after the completion of the monsoon
season, which typically lasts from July to September. Alpha exports
about 70% of its sales tonnage, with India accounting for 33% of
export tonnage over the past five years. We believe the expected
demand recovery in these key markets will support our current price
assumptions and bodes well for Alpha Met's earnings over the next
12-24 months.
"The stable outlook reflects our expectation of robust cash flow
generation despite moderating met coal prices. Alpha Met's
continued strong participation in the seaborne met coal market,
higher-than-historical met coal prices, and lower levels of
adjusted debt should support leverage well below 1x over the next
12 months.
"We could lower our ratings on Alpha Met within the next 12 months
if leverage approaches 4x. This could occur if the company deviates
from its conservative financial policy and takes on new debt. This
could also occur if its earnings declined materially due to
weaker-than-expected export markets.
"We could upgrade Alpha Met within the next 12 months if it
continues to strengthen its business profile by sustaining the
recent improvements in EBITDA margins and delivers on other
operational efficiency initiatives. Furthermore, we will require
clear and consistent messaging on its financial policy, including
its leverage targets."
ESG credit indicators: E-4, S-3, G-2
ASGN INC: Moody's Affirms 'Ba2' CFR & Rates New Secured Debt 'Ba1'
------------------------------------------------------------------
Moody's Investors Service affirmed ASGN Incorporated's corporate
family rating at Ba2 and probability of default rating at Ba2-PD.
Concurrently, Moody's assigned a Ba1 rating to the company's
proposed senior secured credit facilities, consisting of a $500
million revolver expiring 2028 and $500 million term loan due 2030.
Moody's also affirmed the company's $550 million senior unsecured
notes due 2028 at Ba3. The speculative-grade liquidity rating
("SGL") is maintained at SGL-1. The outlook was revised to stable
from positive. The Virginia-based company is a staffing and
consulting firm specializing in technology, engineering and life
sciences, and creative/digital services.
The proposed revolving credit facility will replace the company's
existing $460 million revolver due November 2024. The net proceeds
from the proposed term loan and cash will be used to repay in full
the $491 million senior secured term loan due 2025.
"The change in outlook to stable from positive reflects the
slowdown in the commercial staffing business and management's
opportunistic financial strategies around acquisitions and share
repurchases that suggest less upside potential for the company's
performance and credit metrics in the next 12 to 18 months," said
Andrew MacDonald, Moody's Vice President. "The extension of ASGN's
maturity profile is viewed positively with only a modest increase
in the company's cash interest burden and supports Moody's view of
a very good liquidity profile."
RATINGS RATIONALE
ASGN's Ba2 CFR reflects its leading position in the professional IT
consulting and staffing services sector, large operating scale with
revenue over $4.5 billion expected by Moody's in FY23, moderate
debt to EBITDA of 2.2x as of June 30, 2023 and strong free cash
flow, with nearly $300 million expected by Moody's in 2024. The
company operates in a highly competitive, cyclical, and fragmented
industry with a focus on a large and diverse commercial client base
and the US Federal Government. Modest EBITDA margins of less than
11% for the twelve months ended June 30, 2023 reflect keen
competition in the staffing and consulting service markets. Moody's
expects the company's consulting business will grow more rapidly
than assignment lines across the commercial and government sectors
that together were around 53% of total revenue for the twelve
months ended June 30, 2023.
All financial metrics cited reflect Moody's standard adjustments.
In 2023, Moody's anticipates declines in assignment segment
revenue, particularly in permanent placement, and creative digital
marketing revenue, and a slowdown IT consulting growth will lead to
modestly lower revenue and EBITDA in FY23 versus FY22, but debt to
EBITDA is expected to remain flat at 2.2x before improving to 2.0x
in FY24. Moody's anticipates profit margins will decline slightly
over the next 12 months from the change in revenue mix from lower
placement and creative digital marketing revenue with EBITDA
margins slightly below 11%. Revenue will decline around 2% in FY23
before returning to growth in the mid-single digits in FY24.
The credit profile is constrained by a debt-funded acquisition
strategy that has historically led to financial leverage increasing
to as high as 4.0x debt to EBITDA following a transaction. Moody's
expects that the company will prioritize the use of excess free
cash flow towards acquisitions and share repurchases.
The Ba1 ratings assigned to the proposed $500 million senior
secured revolving credit facility due 2028 and $500 million senior
secured term loan due 2030 reflect the Ba2-PD PDR and a loss given
default ("LGD") assessment of LGD2 and is supported by their
priority position in the capital structure that benefits from
first-loss absorption from the $550 million senior unsecured notes
due 2028. The senior notes were affirmed at Ba3 with an LGD5
assessment reflecting their contractual subordination to first lien
credit facilities.
As proposed, the new first lien credit agreement is expected to
provide covenant flexibility that if utilized could negatively
impact creditors. Notable terms include the incremental debt
capacity of up to the greater of $400 million and 75% of
consolidated EBITDA at the time of determination, plus unused
capacity reallocated from the general debt basket, plus additional
amounts subject to a 3.5x consolidated secured leverage test (if
pari passu secured). No portion of the incremental may be incurred
with an earlier maturity than the initial term loans. There are no
express "blocker" provisions which prohibit the transfer of
specified assets to unrestricted subsidiaries; such transfers are
permitted subject to carve-out capacity and other conditions.
Non-wholly-owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases.
There are no express protective provisions prohibiting an
up-tiering transaction. The above are proposed terms and the final
terms of the credit agreement may be materially different.
The SGL-1 liquidity rating reflects Moody's assessment of ASGN's
liquidity profile as very good, supported by its expectation for
free cash flow of around $300 million in 2024, the cash balance of
$93.8 million on June 30, 2023, and full availability (less $4
million of letters of credit outstanding) under its new $500
million revolving credit facility due 2028. The term loan has $5
million of annual mandatory amortization. The revolving credit
facility is subject to a maximum secured leverage covenant set at
3.75x to be tested when more than $20 million is utilized under the
revolver. The leverage test allows for an additional 0.5x of
leverage for three quarters following a permitted acquisition.
Moody's expects the company to maintain ample cushion under this
covenant requirement through maturity.
The stable outlook reflects Moody's expectation that adjusted debt
to EBITDA will remain close to 2.2x and retained cash flow-to-net
debt above 25%. Absent any debt-funded acquisitions, Moody's expect
liquidity will remain very good over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if company's revenue and earnings
growth remains strong such that debt to EBITDA is sustained and
Moody's expects it to remain below 2.5x and retained cash flow to
net debt above 30%, through the economic cycle. Demonstration of
balanced financial strategies as it pertains to leverage and
allocation of capital, as well as greater financial flexibility
through a predominantly unsecured debt capital structure, including
its bank credit facility, would also support a rating upgrade.
The ratings could be downgraded if company's revenue and earnings
decline, Moody's expects debt to EBITDA to remain above 3.5x,
retained cash flow to net debt falls below 20% and the company
adopts more aggressive including additional leveraging acquisitions
prior to debt reduction, or debt-financed dividends or share
repurchases.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Assignments:
Issuer: ASGN Incorporated
Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba1
Senior Secured 1st Lien Term Loan B, Assigned Ba1
Affirmations:
Issuer: ASGN Incorporated
Corporate Family Rating, Affirmed Ba2
Probability of Default Rating, Affirmed Ba2-PD
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3
Outlook Actions:
Issuer: ASGN Incorporated
Outlook, Changed To Stable From Positive
Headquartered in Glen Allen, Virginia, ASGN Incorporated (NYSE:
ASGN) is a consulting and professional staffing firm, specializing
in the technology, engineering and life sciences, and
creative/digital functions. The company generated $4.6 billion of
revenue for the twelve months ended June 30, 2023.
ATHENA MEDICAL: Trustee Taps Integrity as Business Accountant
-------------------------------------------------------------
James Cross, Subchapter V trustee for Athena Medical Group, LLC,
received approval from the U.S. Bankruptcy Court for the District
of Arizona to employ Integrity Business Systems, LLC as its
business accountant.
Deedra Hart, the owner of Integrity, will perform and/or oversee
the accounting services provided to the Estate. Integrity will also
continue to provide the bookkeeping services and accounts
receivable/accounts payable services that it provided prepetition
that assist the Estate's ordinary course operations.
Integrity has agreed to provide its professional services at a rate
of $85 per hour for Ms. Hart's time and $65 per hour for her
assistant's time.
Ms. Hart disclosed that Integrity is "disinterested" as that term
is defined in 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Deedra Hart
Integrity Business Systems, LLC
410 W Guadalupe Rd
Gilbert, AZ 85233
Phone: +1 480-497-0844
About Athena Medical Group
Athena Medical Group, LLC -- https://athenamedgroup.com/ --
provides primary care, transitional care, chronic care management,
remote patient monitoring, and telehealth services. The company is
based in Phoenix, Ariz.
Athena Medical Group filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
23-01635) on March 16, 2023, with total assets of $3,843,022 and
total liabilities of $12,707,798. James E. Cross has been appointed
as Subchapter V trustee.
Judge Brenda K. Martin oversees the case.
The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy
counsel; and Ball, Santin & McLeran and Simmons & Gottfried, PLLC
as special counsels.
ATHENEX INC: Unsecureds Owed $60M to Get 5% in Plan
---------------------------------------------------
Athenex, Inc., et al., submitted a Combined Disclosure Statement
and Plan of Liquidation under Chapter 11 of the Bankruptcy Code.
Prior to the Petition Date, the Debtors operated as a global
oncology-focused biopharmaceutical company dedicated to the
discovery, development and commercialization of novel therapies for
the treatment of cancer, aiming to develop safer and more
efficacious cancer medication. The Debtors commenced the bankruptcy
cases after conducting a strategic review and reaching an agreement
with their lenders to conduct an expedited, orderly sales process
of the Debtors' assets across the primary businesses: Athenex
Pharmaceutical Division, Orascovery, and Cell Therapy. During the
Chapter 11 Cases, the Debtors have sold, liquidated or otherwise
disposed of substantially all of their operating assets, and
pursuant to the proposed Plan, the Debtors will complete the
wind-down of their business, sell, liquidate or otherwise dispose
of their remaining assets, address pending claims, including
litigation claims, and make distributions to Creditors as
efficiently as possible through the liquidating Plan.
Pursuant to the Plan, the Prepetition Lenders will receive all
value available for distribution until their claims are paid in
full (including all fees, interest and other amounts due and owing
under the Prepetition Credit Agreement through the Effective Date)
following payment of all Allowed Administrative Claims, Priority
Tax Claims and Priority Non-Tax Claims, other than (i)
distributions on account of all Allowed Other Secured Claims and
(ii) distributions to be made to Holders of Allowed Unsecured
Claims pursuant to the settlement reached among the Debtors, the
Prepetition Lenders and the Committee (the "Committee Settlement"),
which provides for general unsecured creditors to share pro rata
from certain assets to be transferred to the Liquidating Trust,
comprised of (i) the GUC Fund, (ii) the Trust-Retained Actions,
(iii) the China Manufacturing Business Receivable, (iv) 50% of the
Cell Therapy Division Net Sale Proceeds, (v) 100% of the Orascovery
Milestone Payment to the extent triggered, and (vi) cash available
for distribution to the Liquidating Trust pursuant to the Excess
Proceeds Waterfall. The Committee Settlement also provides that the
Prepetition Lenders will waive the Prepetition Lenders Deficiency
Claim, if any, against the estates, and ensure appropriate
budgeting to make sure that all administrative and priority claims
are accounted for so that the assets of the Liquidating Trust will
be solely for the benefit of Holders of Allowed Unsecured Claims.
The Plan provides for the Post-Effective-Date Debtor(s) and a
Liquidating Trust, the latter of which is created solely for the
benefit of Holders of Allowed Unsecured Claims, to liquidate,
collect, sell, or otherwise dispose of the remaining assets of the
Debtors' estates (the "Estates") (including, without limitation,
certain causes of action), if and to the extent such assets were
not previously monetized to Cash or otherwise transferred or
disposed of by the Debtors prior to the Effective Date, and to
distribute all net proceeds to Creditors generally in accordance
with the priority scheme under the Bankruptcy Code and the Plan.
There will be no distributions to Holders of Interests. In a
Chapter 7 proceeding, absent the Prepetition Lenders' consent and
agreement, the Debtors believe that general unsecured creditors
would receive no distribution on account of their claims. The Plan
further provides for the limited substantive consolidation of the
Debtors' Estates solely for the purposes of voting on the Plan by
the Holders of Claims and making Distributions to Holders of
Claims.
Under the Plan, Class 4 Unsecured Claims total $60,000,000.
Holders of Class 4 Claims will receive a Pro Rata share of the
Liquidating Trust Interests in exchange for their Allowed Claims,
which entitle the Beneficiaries thereof to a Pro Rata share of any
net proceeds of the Liquidating Trust Assets. Unsecured Claims are
subject to all statutory, equitable, and contractual subordination
claims, rights, and grounds available to the Debtors, the Estates,
and pursuant to the Plan, except as may be expressly provided
otherwise, the Liquidating Trustee, which subordination claims,
rights, and grounds are fully enforceable prior to, on, and after
the Effective Date. Creditors will recover 5% of their claims.
Class 4 is impaired.
"Liquidating Trust Assets" means the assets held in the Liquidating
Trust comprised of (i) the GUC Fund, (ii) the Trust-Retained
Actions, (iii) the China Manufacturing Business Receivable, (iv)
50% of the Cell Therapy Division Net Sale Proceeds (if any), (v)
the Orascovery Milestone Payment (to the extent triggered), (vi)
Cash available for distribution to the Liquidating Trust pursuant
to the Excess Proceeds Waterfall, and (vii) Residual Estate
Assets.
On the Petition Date, the Debtors filed a motion for the approval
of certain bidding/auction and sale procedures and authority to
sell substantially all of their assets, other than the assets of
APS, which were not being marketed for sale at the time. In
accordance with approved procedures, the Debtors proceeded with
their marketing and sale process, and further extended the bid
deadline and auction after consultation with the applicable
Consultation Parties as defined in the Bid Procedures. The
Debtors' and their advisors' efforts culminated with:
(i) designation of a stalking horse bidder and approval of the
sale of the Debtors' Orascovery business to C-MER Specialty Group
Limited or its assignee Health Hope Pharma Limited (the "Orascovery
Stalking Horse Buyer"), free and clear of liens, claims and
encumbrances, for $2,500,000 subject to the provisions of the
parties' Stalking Horse Agreement, provided further that the
Debtors will receive a $5 million milestone payment (with such
payment being assigned and transferred to the Liquidating Trust
pursuant to the terms of the Plan) if Net Sales of Oraxol (as these
capitalized terms are defined in the motion) reach $10,000,000 (the
"Orascovery Sale");
(ii) after receipt of several Qualified Bids and an Auction that
lasted approximately eleven hours with several rounds of
overbidding, approval of the sale of substantially all of the
assets of APD (other than the Oaktree Purchased Assets) toSagent
Pharmaceuticals, free and clear of liens, claims and encumbrances,
for $14,000,000, subject to adjustment pursuant to the parties'
Asset Purchase Agreement with respect to inventory, plus assumption
of not less than $7,000,000 of cure liabilities, with a commitment
to cure $1,540,705 of section 503(b)(9) liabilities arising under
certain specified contracts (the "Sagent Sale"); and
(iii) approval of the sale of certain APD assets –all of APD's
accounts and notes receivable and all causes of action specifically
pertaining to the collection of the foregoing, and all credits,
claims for refunds, deposits for the benefit of third parties,
prepaid expenses, and rights of setoff, recoupment, reimbursement,
indemnity and contribution relating to the purchased assets (the
"Oaktree Purchased Assets") – for a credit bid of $20,000,000
subject to adjustment pursuant to the parties' Asset Purchase
Agreement (the "Oaktree Sale").
The Sagent Sale closed on June 30, 2023. The Orascovery Sale closed
on July 7, 2023. The Oaktree Sale has not yet closed.
The Debtors may seek a separate sale of their Cell Therapy
business, which purchase agreement, if any, will be put on file and
subject to further approval of the Bankruptcy Court.
Available Cash will be used by the Debtors and Post-Effective-Date
Debtor(s) to fund distributions to Creditors (including holders of
Allowed Administrative Claims, Priority Tax Claims, Priority
Non-Tax Claims, and Secured Claims), the GUC Fund, and other
payments to be made pursuant to or otherwise consistent with the
Plan. The GUC Fund may be used by the Liquidating Trustee to pay
for the expenses of the Liquidating Trust in accordance with the
Liquidating Trust Agreement. In the event that the
Post-Effective-Date Debtors have residual Distributable Assets on
hand after satisfaction of all obligations and distributions under
the Plan, including the payment of all Allowed Secured (including
Prepetition Lenders Secured Claims), Administrative, Priority
Claims, and winding down of the Debtors, such Distributable Assets,
including any net equity value of the Debtors' non-debtor
affiliates, shall be contributed to the Liquidating Trust and
become GUC Trust Assets (the "Residual Estate Assets").
On or as soon as practicable following the Effective Date, the
Liquidating Trust Assets Account will be opened by the Liquidating
Trustee and funded with the GUC Fund, which money will constitute a
Liquidating Trust Asset. Thereafter, from time to time, upon
receipt of any Liquidation Proceeds or any Litigation Recovery
relating to the Liquidating Trust Assets, the Liquidating Trustee
shall deposit such funds into the Liquidating Trust Assets Account,
and they will become part of the Liquidating Trust Assets for
funding distributions to Creditors.
The Solicitation Commences will be on August 4, 2023. The Deadline
to file Plan Supplement will be on August 25, 2023. The Voting
Deadline will be on September 1, 2023 at 4:00 p.m. The Combined
Plan and Disclosure Statement Objection Deadline will be on
September 1, 2023 at 4:00 p.m. The Deadline to File Voting
Tabulation Affidavit will be on September 6, 2023. The Deadline to
File Confirmation Brief and Other Evidence Supporting the Combined
Plan and Disclosure Statement will be on September 7, 2023 at 12:00
p.m. The Confirmation Hearing will be on September 8, 2023 at
__a.m./p.m.
Counsel for the Debtors:
Michael D. Warner, Esq.
Maxim B. Litvak, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
440 Louisiana Street, Suite 900
Houston, TX 77002
Telephone: (713) 691-9385
Facsimile: (713) 691-9407
E-mail: mwarner@pszjlaw.com
mlitvak@pszjlaw.com
- and -
Richard M. Pachulski, Esq.
Debra I. Grassgreen, Esq.
Shirley S. Cho, Esq.
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Telephone: (310) 277-6910
Facsimile: (310) 201-0760
E-mail: rpachulski@pszjlaw.com
dgrassgreen@pszjlaw.com
scho@pszjlaw.com
A copy of the Combined Disclosure Statement and Plan of Liquidation
dated July 26, 2023, is available at bit.ly/3Dz0Woi from Epiq11,
the claims agent.
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell therapy
products for the treatment of cancer. The Company's mission is to
become a leader in bringing innovative cancer treatments to the
market and to improve patient health outcomes. In pursuit of the
mission, Athenex leverages years of experience in research and
development, clinical trials, regulatory standards, and
manufacturing. The Company is focused on its innovative Cell
Therapy platform, based on natural killer T ("NKT") cells.
On May 14, 2023, Athenex, Inc. and five affiliated companies
initiated voluntary Chapter 11 proceedings (Bankr. S.D. Texas Lead
Case No. 23-90295). The Debtors' cases have been assigned to the
Honorable David R. Jones.
Athenex commenced these proceedings after conducting a strategic
review and reaching an agreement with its lenders to conduct an
expedited, orderly sales process of the Company's assets across its
primary businesses: Athenex Pharmaceutical Division, Orascovery,
and Cell Therapy.
In the petition filed by Nicholas K. Campbell, as chief
restructuring officer, Athenex reported assets and liabilities
between $100 million and $500 million.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel; MERU as financial advisor; and Cassel Salpeter & Co., LLC
as investment banker. Epiq 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 tapped Porzio, Bromberg & Newman, P.C. as lead bankruptcy
counsel; McKool Smith, PC as co-counsel with Porzio; and Emerald
Capital Advisors as financial advisor.
ATHENEX INC: Unsecureds Will Get 5% of Claims in Liquidating Plan
-----------------------------------------------------------------
Athenex, Inc., and its Affiliated Debtors filed with the U.S.
Bankruptcy Court for the Southern District of Texas a Combined
Disclosure Statement and Plan of Liquidation dated July 30, 2023.
Prior to the Petition Date, the Debtors operated as a global
oncology-focused biopharmaceutical company dedicated to the
discovery, development and commercialization of novel therapies for
the treatment of cancer.
The Debtors commenced the bankruptcy cases after conducting a
strategic review and reaching an agreement with their lenders to
conduct an expedited, orderly sales process of the Debtors' assets
across the primary businesses: Athenex Pharmaceutical Division,
Orascovery, and Cell Therapy.
During the Chapter 11 Cases, the Debtors have sold, liquidated or
otherwise disposed of substantially all of their operating assets,
and pursuant to the proposed Plan, the Debtors will complete the
wind-down of their business, sell, liquidate or otherwise dispose
of their remaining assets, address pending claims, including
litigation claims, and make distributions to Creditors as
efficiently as possible through the liquidating Plan. The Official
Committee of Unsecured Creditors appointed in the Chapter 11 Cases
supports the confirmation of the Plan.
Pursuant to the Plan, the Prepetition Lenders will receive all
value available for distribution until their claims are paid in
full following payment of all Allowed Administrative Claims,
Priority Tax Claims and Priority Non-Tax Claims, other than (i)
distributions on account of all Allowed Other Secured Claims and
(ii) distributions to be made to Holders of Allowed Unsecured
Claims pursuant to the settlement reached among the Debtors, the
Prepetition Lenders and the Committee (the "Committee Settlement"),
which provides for general unsecured creditors to share pro rata
from certain assets to be transferred to the Liquidating Trust,
comprised of (i) the GUC Fund, (ii) the Trust Retained Actions,
(iii) the China Manufacturing Business Receivable, (iv) 50% of the
Cell Therapy Division Net Sale Proceeds, (v) 100% of the Orascovery
Milestone Payment to the extent triggered, and (vi) cash available
for distribution to the Liquidating Trust pursuant to the Excess
Proceeds Waterfall.
The Committee Settlement also provides that the Prepetition Lenders
will waive the Prepetition Lenders Deficiency Claim, if any,
against the estates, and ensure appropriate budgeting to make sure
that all administrative and priority claims are accounted for so
that the assets of the Liquidating Trust will be solely for the
benefit of Holders of Allowed Unsecured Claims.
The Plan provides for the Post-Effective-Date Debtor(s) and a
Liquidating Trust, the latter of which is created solely for the
benefit of Holders of Allowed Unsecured Claims, to liquidate,
collect, sell, or otherwise dispose of the remaining assets of the
Debtors' estates (the "Estates") (including, without limitation,
certain causes of action), if and to the extent such assets were
not previously monetized to Cash or otherwise transferred or
disposed of by the Debtors prior to the Effective Date, and to
distribute all net proceeds to Creditors generally in accordance
with the priority scheme under the Bankruptcy Code and the Plan.
There will be no distributions to Holders of Interests.
Class 4 consists of Unsecured Claims. Holders of Class 4 Claims
shall receive a Pro Rata share of the Liquidating Trust Interests
in exchange for their Allowed Claims, which entitle the
Beneficiaries thereof to a Pro Rata share of any net proceeds of
the Liquidating Trust Assets. Unsecured Claims are subject to all
statutory, equitable, and contractual subordination claims, rights,
and grounds available to the Debtors, the Estates, and pursuant to
the Plan, except as may be expressly provided otherwise, the
Liquidating Trustee, which subordination claims, rights, and
grounds are fully enforceable prior to, on, and after the Effective
Date. The allowed unsecured claims total $60,000,000. This Class
will receive a distribution of 5.0% of their allowed claims.
There shall be no Distribution on account of Class 7 Interests.
Upon the Effective Date, all Interests will be deemed cancelled and
will cease to exist.
The Operating Agreements of Athenex Pharma Solutions, LLC, Athenex
Pharmaceutical Division, LLC, and Athenex R&D LLC shall be revised,
upon request of the Liquidating Trustee, to: (i) permit an
assignment or conveyance of the respective limited liability
interests in the LLCs to the Liquidating Trust or such other action
as necessary solely to convey standing to the Liquidating Trust to
pursue the Trust-Retained Actions, and/or (ii) allow Athenex Pharma
Solutions, LLC, Athenex Pharmaceutical Division, LLC, and/or
Athenex R&D LLC, at the direction and sole cost of the Liquidating
Trust, to pursue the Trust-Retained Actions.
On the Effective Date, the Liquidating Trust shall be established
pursuant to the Liquidating Trust Agreement for the purpose of,
inter alia, (a) administering the Liquidating Trust Assets, (b)
prosecuting and/or resolving all Disputed Unsecured Claims, (c)
investigating and pursuing any Causes of Action that constitute
Liquidating Trust Assets, and (d) making all Distributions to the
Beneficiaries provided for under the Plan.
Available Cash shall be used by the Debtors and Post-Effective Date
Debtor(s) to fund distributions to Creditors (including holders of
Allowed Administrative Claims, Priority Tax Claims, Priority
Non-Tax Claims, and Secured Claims), the GUC Fund, and other
payments to be made pursuant to or otherwise consistent with the
Plan. The GUC Fund may be used by the Liquidating Trustee to pay
for the expenses of the Liquidating Trust in accordance with the
Liquidating Trust Agreement.
A full-text copy of the Combined Disclosure Statement and Plan
dated July 30, 2023 is available at https://urlcurt.com/u?l=KCMaMT
from Epiq, claims agent.
Counsel for Debtors:
Pachulski Stang Ziehl & Jones LLP
Michael D. Warner, Esq.
Maxim B. Litvak, Esq.
440 Louisiana Street, Suite 900
Houston, TX 77002
Telephone: (713) 691-9385
Facsimile: (713) 691-9407
Email: mwarner@pszjlaw.com
Email: mlitvak@pszjlaw.com
-and-
Richard M. Pachulski, Esq.
Debra I. Grassgreen, Esq.
Shirley S. Cho, Esq.
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067-4003
Tel: (310) 277-6910
Fax: (310) 201-0760
Email: rpachulski@pszjlaw.com
dgrassgreen@pszjlaw.com
scho@pszjlaw.com
About Athenex Inc.
Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) --
http://www.athenex.com/-- is a clinical-stage biopharmaceutical
company dedicated to becoming a leader in the discovery,
development, and commercialization of next-generation cell therapy
products for the treatment of cancer. The Company's mission is to
become a leader in bringing innovative cancer treatments to the
market and to improve patient health outcomes. In pursuit of the
mission, Athenex leverages years of experience in research and
development, clinical trials, regulatory standards, and
manufacturing. The Company is focused on its innovative Cell
Therapy platform, based on natural killer T ("NKT") cells.
On May 14, 2023, Athenex, Inc. and five affiliated companies
initiated voluntary Chapter 11 proceedings (Bankr. S.D. Texas Lead
Case No. 23-90295). The Debtors' cases have been assigned to the
Honorable David R. Jones.
Athenex commenced these proceedings after conducting a strategic
review and reaching an agreement with its lenders to conduct an
expedited, orderly sales process of the Company's assets across its
primary businesses: Athenex Pharmaceutical Division, Orascovery,
and Cell Therapy.
In the petition filed by Nicholas K. Campbell, as chief
restructuring officer, Athenex reported assets and liabilities
between $100 million and $500 million.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel; MERU as financial advisor; and Cassel Salpeter & Co., LLC
as investment banker. Epiq 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 tapped Porzio, Bromberg & Newman, P.C. as lead bankruptcy
counsel; McKool Smith, PC as co-counsel with Porzio; and Emerald
Capital Advisors as financial advisor.
ATLAS CUSTOM: Amends FDRE Inc. Secured Claims Pay Details
---------------------------------------------------------
Atlas Custom Homes, Inc., submitted an Amended Plan of
Reorganization dated July 31, 2023.
The Plan proposes segregation of the Creditors and Equity Interest
Holders of the Debtor into 7 separate classes.
Class 5 consists of the Secured Claims of FDRE, Inc. The Claims of
FDRE are impaired and shall be satisfied as follows:
* Class 5-1. On or about October 1, 2021, Debtor executed that
certain Promissory Note in favor of FDRE, Inc. in the original
principal amount of up to $575,000 ("Note #1"). Pursuant to the
terms of Note #1, the Debtor was to use the funds advanced to
construct a home at 12716 Bella Sereno Ct, Fort Worth, Texas
("Property"). FDRE has filed a Proof of Claim on Note #1 in the
amount of $273,919.93. Debtor has listed the Property for sale and
seeks to obtain a Contract for Sale on the Property on or before
September 4, 2023 in an amount of net proceeds sufficient to pay
the FDRE secured claim on Note #1. In the event the Debtor does
provide a Contract for Sale on the Property, sufficient to pay the
taxes, the costs of sale and FDRE, Inc. in full, FDRE shall not
foreclose on the Property until the Contract for Sale is terminated
or closed, provided that the closing occurs prior to September 30,
2023, unless otherwise agreed by FDRE in writing. FDRE may continue
to post the Property for foreclosure at any time after September 1,
2023, for sales to occur at any time after October 1, 2023,
regardless of the existence of a Contract for Sale on the
Property.
* Class 5-2. On or about June 8, 2020, Debtor executed that
certain Promissory Note in favor of FDRE, Inc. in the original
principal amount of up to $500,000 ("Note #2"). Pursuant to the
terms of Note #2, the Debtor was to use the funds advanced to
construct a home at 405 Kolb, Aledo, Texas ("Property"). FDRE has
filed a Proof of Claim on Note #2 in the amount of $532,314.73.
Debtor has listed the Property for sale and has obtained a Contract
for Sale on the Property on or before September 4, 2023 in an
amount of net proceeds sufficient to pay the FDRE secured claim on
Note #2. In the event the Debtor does provide a Contract for Sale
on the Property, sufficient to pay the taxes, the costs of sale and
FDRE, Inc. in full, FDRE shall not foreclose on the Property until
the Contract for Sale is terminated or closed, provided that the
closing occurs prior to September 30, 2023, unless otherwise agreed
by FDRE in writing. FDRE may continue to post the Property for
foreclosure at any time after September 1, 2023, for sales to occur
at any time after October 1, 2023, regardless of the existence of a
Contract for Sale on the Property.
* Claim 5-3. On or about February 20, 2020, Debtor executed
that certain Promissory Note in favor of FDRE, Inc. in the original
principal amount of up to $300,000 ("Note #3"). Pursuant to the
terms of Note #3, the Debtor was to use the funds advanced to
construct a home at 7237 Tour Trial, Benbrook, Texas ("Property").
Debtor has listed the Property for sale and seeks obtain a Contract
for Sale on the Property on or before September 4, 2023 in an
amount of net proceeds sufficient to pay the FDRE secured claim on
Note #3. In the event the Debtor does provide a Contract for Sale
on the Property, sufficient to pay the taxes, the costs of sale and
FDRE, Inc. in full, FDRE shall not foreclose on the Property until
the Contract for Sale is terminated or closed, provided that the
closing occurs prior to September 30, 2023, unless otherwise agreed
by FDRE in writing. FDRE may continue to post the Property for
foreclosure at any time after September 1, 2023, for sales to occur
at any time after October 1, 2023, regardless of the existence of a
Contract for Sale on the Property.
* Claim 5-4. On or about August 1, 2021, Debtor executed that
certain Promissory Note in favor of FDRE, Inc. in the original
principal amount of up to $575,000 ("Note #4"). Pursuant to the
terms of Note #4, the Debtor was to use the funds advanced to
construct a home at 192 Top Flight, Weatherford, Texas
("Property"). FDRE has filed a Proof of Claim on Note #4 in the
amount of $419,009.98. In the event the Debtor does provide a
Contract for Sale on the Property, sufficient to pay the taxes, the
costs of sale and FDRE, Inc. in full, FDRE shall not foreclose on
the Property until the Contract for Sale is terminated or closed,
provided that the closing occurs prior to September 30, 2023,
unless otherwise agreed by FDRE in writing. FDRE may continue to
post the Property for foreclosure at any time after September 1,
2023, for sales to occur at any time after October 1, 2023,
regardless of the existence of a Contract for Sale on the Property.
* Claim 5-5. On or about April 9, 2021, Debtor executed that
certain Promissory Note in favor of FDRE, Inc. in the original
principal amount of up to $475,000 ("Note #5"). Pursuant to the
terms of Note #5, the Debtor was to use the funds advanced to
construct a home at 184 Top Flight, Weatherford, Texas
("Property"). FDRE has filed a Proof of Claim on Note #5 in the
amount of $346,070.24. In the event the Debtor does provide a
Contract for Sale on the Property, sufficient to pay the taxes, the
costs of sale and FDRE, Inc. in full, FDRE shall not foreclose on
the Property until the Contract for Sale is terminated or closed,
provided that the closing occurs prior to September 30, 2023,
unless otherwise agreed by FDRE in writing. FDRE may continue to
post the Property for foreclosure at any time after September 1,
2023, for sales to occur at any time after October 1, 2023,
regardless of the existence of a Contract for Sale on the
Property.
* Claim 5-6. On or about August 20, 2021, Debtor executed
that certain Promissory Note in favor of FDRE, Inc. in the original
principal amount of up to $450,000 ("Note #6"). Pursuant to the
terms of Note #6, the Debtor was to use the funds advanced to
construct a home at 109 Club House, Weatherford, Texas
("Property"). FDRE has filed a Proof of Claim on Note #6 in the
amount of $193,726.75. In the event the Debtor does provide a
Contract for Sale on the Property, sufficient to pay the taxes, the
costs of sale and FDRE, Inc. in full, FDRE shall not foreclose on
the Property until the Contract for Sale is terminated or closed,
provided that the closing occurs prior to September 30, 2023,
unless otherwise agreed by FDRE in writing. FDRE may continue to
post the Property for foreclosure at any time after September 1,
2023, for sales to occur at any time after October 1, 2023,
regardless of the existence of a Contract for Sale on the
Property.
Like in the prior iteration of the Plan, all unsecured creditors of
Debtor shall share pro rata in the unsecured creditors pool.
The Debtor's obligations under this Plan will be satisfied out of
the Debtor's sale of the properties.
A full-text copy of the Amended Plan of Reorganization dated July
31, 2023 is available at https://urlcurt.com/u?l=GjoH8l from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Eric A. Liepins, Esq.
Eric A. Liepins, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Atlas Custom Homes
Atlas Custom Homes, Inc., a company in Fort Worth, Texas, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 23-40023) on Jan. 3, 2023, with up
to $50,000 in assets and $1 million to $10 million in liabilities.
Douglas Haley, president of Atlas Custom Homes, signed the
petition.
Eric A. Liepins, Esq., at Eric A. Liepins, P.C., is the Debtor's
counsel.
ATLAS PURCHASER: $610M Bank Debt Trades at 27% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Atlas Purchaser Inc
is a borrower were trading in the secondary market around 73.1
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $610 million facility is a Term loan that is scheduled to
mature on May 18, 2028. The amount is fully drawn and
outstanding.
Atlas Purchaser, Inc., which does business as Alvaria, Inc.,
acquired the assets of Aspect Software in a leveraged buyout in
2021. Aspect is a provider of call center software and solutions.
AVAYA INC: $810M Bank Debt Trades at 16% Discount
-------------------------------------------------
Participations in a syndicated loan under which Avaya Inc is a
borrower were trading in the secondary market around 83.8
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $810 million facility is a payment-in-kind Term loan that is
scheduled to mature on August 1, 2028. The amount is fully drawn
and outstanding.
Avaya Inc. provides communication software and services. The
Company offers unified communications, as well as contact centers,
cloud, and collaboration services. Avaya serves clients worldwide.
AYTU BIOPHARMA: Signs Exclusive Agreement With Medomie Pharma
-------------------------------------------------------------
Aytu BioPharma, Inc. and Medomie Pharma Ltd, a privately owned
pharmaceutical company focused on distributing and selling
innovative branded medicines, biosimilars and niche generic
products for patients in Israel and the Palestinian Authority,
announced the signing of an exclusive collaboration, distribution
and supply agreement for Aytu's Adzenys XR-ODT and Cotempla XR-ODT
product lines.
Medomie will seek local regulatory approvals and marketing
authorizations for both Adzenys and Cotempla. This agreement
represents Aytu's first international commercial agreement for
Adzenys and Cotempla.
Josh Disbrow, CEO of Aytu BioPharma stated, "We look forward to
working with Medomie's dedicated team to help bring our novel
extended-release orally disintegrating tablet ADHD medicines to
clinicians and patients in both Israel and the Palestinian
Authority. ADHD patients are underserved in many areas of the
world, and we hope that by working together, Aytu and Medomie can
provide these markets with novel medications that enhance
therapeutic outcomes while also helping to improve patient
compliance and reduce potential therapy misuse."
Avi Revivo, founder and CEO of Medomie said, "This agreement ties
directly into our core strategy of working with high quality
partners and distributing their innovative, branded products for
patients in Israel and the Palestinian Authority. We look forward
to successfully building out and commercializing both the Adzenys
and Cotempla brands here while addressing the needs of the area's
ADHD patient population. We look forward to a successful
partnership with Aytu BioPharma."
About Aytu BioPharma
Englewood, Colorado-based Aytu BioPharma, Inc., formerly known as
Aytu BioScience, Inc. -- http://www.aytubio.com-- is a
pharmaceutical company commercializing a portfolio of commercial
prescription therapeutics and consumer health products. The
Company's prescription products include Adzenys XR-ODT
(amphetamine) extended-release orally disintegrating tablets and
Cotempla XR-ODT (methylphenidate) extended-release orally
disintegrating tablets for the treatment of attention deficit
hyperactivity disorder (ADHD), as well as Karbinal ER
(carbinoxamine maleate), an extended-release antihistamine
suspension indicated to treat numerous allergic conditions, and
Poly-Vi-Flor and Tri-Vi-Flor, two complementary fluoride-based
prescription vitamin product lines available in various
formulations for infants and children with fluoride deficiency.
Aytu's consumer health segment markets a range of over-the-counter
medicines, personal care products, and dietary supplements
addressing a range of common conditions including diabetes,
allergy, hair regrowth, and gastrointestinal conditions.
Aytu Biopharma reported a net loss of $110.17 million for the year
ended June 30, 2022, compared to a net loss of $58.29 million for
the year ended June 30, 2021. As of March 31, 2023, the Company
had $147.22 million in total assets, $106.30 million in total
liabilities, and $40.91 million in total stockholders' equity.
Denver, Colorado-based Plante & Moran, PLLC, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated Sept. 27, 2022, citing that the Company's operations have
historically consumed cash and are expected to continue to consume
cash, which raises substantial doubt about the Company's ability to
continue as a going concern.
BALROG ACQUISITION: S&P Affirms 'B-' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on Balrog
Acquisition Inc. (doing business as BakeMark), its 'B-' issue-level
rating on its $435 million first-lien term loan, and its 'CCC'
issue-level rating on its $145 million second-lien term loan.
S&P said, "Our '3' recovery rating on the company's $435 million
first-lien term loan is unchanged; however, we lowered our rounded
recovery estimate to 50% from 55% because of the increases in its
asset-based lending (ABL) facility and senior secured debt.
"The stable outlook reflects our expectation that BakeMark will
sustain the improvement in its operating performance and maintain
leverage of between 6.0x and 6.5x and EBITDA cash interest coverage
of near 2x over the next 12 months."
BakeMark's new $175 million first-lien term loan modestly increased
its pro forma leverage.
On June 21, 2023, the company closed on a new $175 million
first-lien term loan tranche due in 2028. It used the proceeds from
this term loan to repay about $135 million of outstanding
borrowings under its ABL facility, pay transaction fees, and
bolster its cash on hand. BakeMark had borrowed from the ABL
facility to finance several add-on acquisitions in recent months
and was seeking to term out those borrowings. The new $175 million
first-lien term loan ranks pari passu with the company's existing
$435 million first-lien term loan. Pro forma for the transaction,
we estimate BakeMark's S&P Global Ratings-adjusted leverage
increased modestly to about 7.0x, from about 6.7x previously, which
incorporates the EBITDA contributions from its recent
acquisitions.
While S&P expects BakeMark's operating performance will remain
stable, it believes its leverage may remain elevated due to
acquisitions.
The company reported a nearly 25% year-over-year increase in its
net sales during the first quarter of fiscal year 2023. This marked
BakeMark's ninth consecutive quarter of double-digit percent
expansion. The company's solid results reflect volume growth with
its new and existing customers, contributions from its
acquisitions, and the benefits from its pricing actions to offset
rising input, labor, and freight costs. BakeMark's net sales and
its S&P Global Ratings-adjusted EBITDA for the 12-months ended
March 31, 2023, represent historical highs. S&P said, "We estimate
the company deleveraged to approximately 6.7x on a pro forma basis
as of the 12-months ended March 31, 2023, which compares with about
9x following its September 2021 acquisition by financial-sponsor
Clearlake Capital. Nonetheless, we believe BakeMark's leverage may
remain above 6x because of its strategy to expand its geographic
footprint and distribution capabilities through acquisitions."
The company's business investments and higher working capital and
interest expense have resulted in negative free operating cash flow
(FOCF).
BakeMark has historically generated stable cash flow, requiring
only modest levels of working capital and maintenance capital
expenditure (capex) investment. Moreover, the company is able to
sustain its profitability by passing-through rising input and other
costs to its customers. Under its new ownership, BakeMark has
invested to expand its business, made several management hires,
increased its field sales force, improved its infrastructure,
expanded internationally, and completed 9 acquisitions, adding 10
new facilities to BakeMark's footprint. Additionally, the company
increased its working capital investment to support its expansion
amid the highly inflationary environment. BakeMark also faced the
current rising interest rate environment with significantly more
debt.
S&P said, "Due to these factors, we estimate the company generated
negative FOCF of about $40 million for the 12-months ended March
31, 2023. While we expect it will reduce its working capital usage
as inflation eases, we believe BakeMark's FOCF will remain below
historical levels--at around break-even in fiscal year
2023--primarily due to its higher interest expense.
"The stable outlook reflects our expectation that BakeMark will
sustain the improvement in its operating performance and maintain
leverage of between 6.0x and 6.5x and EBITDA cash interest coverage
of near 2x over the next 12 months."
S&P could lower its ratings on BakeMark if it sustains EBITDA cash
interest coverage of less than 1.5x or its capital structure
becomes unsustainable. This could occur if:
-- The company loses large customers due to changes in consumer
preferences or service issues;
-- Its FOCF remains negligible because of higher interest rates
and continued working capital outflows; or
-- The company adopts more-aggressive financial policies,
including large debt-financed acquisitions or dividends.
S&P could raise its ratings on BakeMark if it sustains S&P Global
Ratings-adjusted leverage of well below 7x and positive FOCF. This
could occur if:
-- It continues to expand its revenue on new customer wins,
sustains S&P Global Ratings-adjusted EBITDA margin of near 8%, and
reduces its working capital outflows; and
-- The company adopts more-conservative financial policies by
refraining from debt-financed acquisitions or shareholder
distributions.
ESG credit indicators: E-2, S-2, G-3
BANDED HORN: Unsecureds Will Get 2.18% of Claims in Plan
--------------------------------------------------------
Banded Horn Brewing Company, LLC, filed with the U.S. Bankruptcy
Court for the District of Maine a Plan of Reorganization for Small
Business.
The Debtor has been in the business of brewing beer and operating
taprooms in both Biddeford and Portland, Maine.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $78,976. This amount is in
addition to the $105,340.66 being held in trust by Debtor's counsel
from the State tax excise refund and an additional $9,638.75
payment by the Debtor prior to the beginning of distributions under
the Plan. The total amount paid pursuant to the Plan is $193,955.41
("Plan Cash").
The final Plan payment is expected to be paid on or before the date
that is 36 months after the Effective Date of this Plan.
Except as otherwise provided herein, the Debtor's plan provides for
annual distributions of Plan Cash to be funded primarily from the
Debtor's business operations.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 2.18% of the claim amount. This Plan also provides
for payment of administrative claims.
Class 5 claims of all remaining non-priority general unsecured
creditors are impaired. Holders of Allowed Unsecured Claims will
receive pro rata distributions from Plan Cash after payment of
Counsel Fees.
Class 6 claims of the interests of Equity Security Holders Ian A.
McDonnell and the other 21 investors in property of the Debtor's
estate and are unimpaired. The Equity Security Holders are not
taking a distribution under this Plan. Upon entry of the
Confirmation Order, all property of the Debtor's estate shall vest
in the Debtor, free and clear of all liens, claims and
encumbrances.
The Debtor shall have adequate means for implementation of this
Plan through the ongoing business operations of the Debtor and any
other funds generated or received by the Debtor and not allocated
or paid pursuant to this Plan that may become available. Upon entry
of the Confirmation Order, all property of the Debtor's estate
shall vest in the Debtor, free and clear of all liens, claims and
encumbrances.
A full-text copy of the Plan of Reorganization dated July 31, 2023
is available at https://urlcurt.com/u?l=FNfRtE from
PacerMonitor.com at no charge.
The firm can be reached through:
Tanya Sambatakos, Esq.
Molleur Law Office
190 Main Street, 3rd floor
Saco, ME 04072
Phone: (207) 283-3777
Email: tanya@molleurlaw.com
About Banded Horn Brewing Company LLC
Banded Horn Brewing Company LLC has been in the business of brewing
beer and operating taprooms in both Biddeford and Portland, Maine.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Maine Case No. 23-20091) on May 2, 2023.
In the petition signed by Ian McConnell, founding member, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Peter G. Cary oversees the case.
Tanya Sambatakos, Esq., at Molleur Law Firm, represents the Debtor
as legal counsel.
BEAZER HOMES: S&P Upgrades ICR to 'B+' on Operating Momentum
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Beazer Homes
USA Inc. (BZH) to 'B+' from 'B'. The outlook is stable. At the same
time, S&P raised its rating on its debt to 'B+' from 'B',
commensurate with the change in the issuer credit rating and
stronger recovery prospects.
The stable outlook reflects S&P's expectation that Beazer's
leverage at this point in the U.S. housing cycle provides a good
buffer to maintain debt to EBITDA of 3x-4x over the next 12 months,
even if market conditions deteriorate unexpectedly.
S&P said, "We expect demand to be stronger through the remainder of
Beazer's fiscal 2023, with a positive turn in macroeconomic trends.
Mortgage rates are stabilizing after the significant jump in 2022,
with buyers getting acclimatized to higher interest rates.
Additionally, S&P Global Ratings analysts expect housing starts of
about 1.4 million in 2023 and 1.3 million in 2024 (compared to the
1.2 million previously forecast), given the alleviation of
recessionary fears in the U.S. economy. Cancellation rates are also
normalizing, with homebuilders moderating their incentive programs.
Strong demand pick-up since the start of 2023 coupled with a
limited resale market will likely enable more sales and home
constructions in 2023. We expect the 30-year conventional
fixed-rate mortgage to be in the mid- to high-6% range for 2023,
before declining to the high-5% area for 2024.
"We believe BZH will maintain a debt-to-EBITDA ratio of 3x-4x over
the next few years. We forecast 4x debt to EBITDA at the end of
fiscal 2023 through the company's commitment to keep debt below $1
billion and ability to generate EBITDA of roughly $250 million-$260
million. In fiscal 2023, we expect poor operating performance
compared to fiscal 2022, yet BZH has retained the ability to
generate leverage commensurate with a 'B+' rating. We don't expect
the company to focus too heavily on debt repurchases as it has
brought total debt below $1 billion. But as macroeconomic
uncertainty subsides and demand for housing slowly increases, we
expect the company to improve operating performance, which will
decrease S&P Global Ratings-adjusted debt to EBITDA ratio to the
mid-3x range in fiscal years 2024 and 2025.
"As fiscal 2023 comes to a close, we anticipate BZH will finish
with just above 4,000 home closings. As the company has managed to
significantly decrease average construction cycle times, we expect
gross margins to fall slightly due to softened demand, resulting in
14% fewer homes closed than in fiscal 2022. We don't anticipate
significant increases in home prices, which when combined with the
reduction in closings, will reduce revenue 6%. As a result, we
expect S&P Global Ratings-adjusted EBITDA margin to decrease to the
11%-12% range in fiscal 2023 and adjusted EBITDA decreasing to
roughly $120 million. However, we expect demand and home prices to
increase going into fiscal 2024 along with improved cycle times,
improving both revenue and margins.
"The stable outlook reflects our view that moderating demand and a
modest supply of homes across Beazer's markets will allow it to
maintain debt to EBITDA below 4x."
S&P could lower the rating if:
-- Debt to EBITDA deteriorated to well above 4x, most likely
driven by debt-funded initiatives, operating setbacks, or weaker
earnings.
-- Beazer's operating ability deteriorated further than we
forecast over the next 12 months such that revenues and margin do
not rebound as expected.
S&P views an upgrade as unlikely over the next 12 months due to
Beazer's small revenue base relative to other 'BB-' rated
homebuilder peers and limited product and geographic diversity.
However, we could raise the rating if the company:
-- Exceeded S&P's growth expectations, such that its revenue base
was more in line with 'BB-' rated peers on an extended basis.
-- Debt to EBITDA fell below 3x on a sustained basis and S&P
anticipated management to commit to that leverage profile.
ESG credit indicators: E-3, S-2, G-2
S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Beazer Homes. The
company is subject to local, state, and federal statutes,
ordinances, rules, and regulations concerning health and
environmental protection. We view Beazer's ESG exposure as broadly
in line with that of industry peers."
BED BATH: Fine-Tunes Plan Documents
-----------------------------------
Bed Bath & Beyond Inc. and its Debtor Affiliates submitted an
Amended Joint Chapter 11 Plan dated July 31, 2023.
The Debtors believe that the Plan maximizes stakeholder recoveries
in these Chapter 11 Cases.
Although for purposes of administrative convenience and efficiency
the Plan has been filed as a joint plan for each of the Debtors and
presents together Classes of Claims against, and Interests in, the
Debtors, the Plan does not provide for the substantive
consolidation of any of the Debtors.
On the Effective Date, the Wind-Down Debtors shall establish and
fund the Professional Fee Escrow Account with Cash equal to the
Professional Fee Reserve Amount plus the amount of $600,000 for
payment of professional fees for the 2014 Senior Unsecured Notes
Trustee (the "2014 Notes Indenture Professional Fee Reserve
Amount"). The Professional Fee Escrow Account shall be maintained
in trust solely for the Professionals and the 2014 Notes Indenture
Professional Fee Reserve Amount shall be maintained in trust solely
for the professionals retained by the 2014 Senior Unsecured Notes
Trustee.
Such funds shall not be considered property of the Estates or the
Plan Administrator. The amount of Professional Fee Claims owing to
the Professionals shall be paid in Cash to such Professionals by
the Wind-Down Debtors as soon as reasonably practicable after such
Professional Fee Claims are Allowed. The amount of professional
fees paid to the professionals retained by the 2014 Senior
Unsecured Notes Trustee shall be paid in Cash to such professionals
by the Wind-Down Debtors as soon as reasonably practicable after
the Effective Date. When all Allowed amounts owing to the
Professionals and the professionals for the 2014 Senior Unsecured
Notes Trustee have been paid in full, any amount remaining in the
Professional Fee Escrow Account shall promptly be paid to the
Wind-Down Debtors for distribution in accordance with the Waterfall
Recovery without any further action or order of the Bankruptcy
Court.
Like in the prior iteration of the Plan, each Holder of an Allowed
General Unsecured Claim shall receive its Pro Rata share of (i) the
Shared Proceeds Pool, only if such proceeds are available after all
senior Claims (other than the DIP Claims and FILO Claims) are paid
in full and (ii) any remaining Distributable Proceeds available
after payment in full of all senior Claims.
On or after the Effective Date, the Debtors shall make
distributions on account of Allowed Claims using the Distributable
Proceeds.
In accordance with the Final DIP Order, (a) Distributable Proceeds
of Prepetition Collateral shall be paid to Holders of Allowed
Claims until paid in full from time to time in the following
priority: (i) first, on account of Allowed FILO Claims; (ii)
second, on account of DIP Claims; (iii) third, on account of
Allowed Administrative Claims (other than DIP Claims) and Priority
Tax Claims; (iv) fourth, on account of Allowed Other Secured
Claims; (v) fifth, on account of Allowed Other Priority Claims;
(vi) sixth, on account of any Allowed Junior Secured Claims; and
(vii) seventh, on account of any Allowed General Unsecured Claims;
and (b) Distributable Proceeds of DIP Collateral that does not
constitute Prepetition Collateral shall be paid to Holders of
Allowed Claims until paid in full from time to time in the
following priority: (i) first, on account of Allowed DIP Claims;
(ii) second, on account of Allowed FILO Claims; (iii) third, on
account of Allowed Administrative Claims (other than DIP Claims)
and Priority Tax Claims; (iv) fourth, on account of Allowed Other
Secured Claims; (v) fifth, on account of Allowed Other Priority
Claims; (vi) sixth, on account of any Allowed Junior Secured
Claims; and (vii) seventh, on account of any Allowed General
Unsecured Claims (collectively, the "Waterfall Recovery").
Any Asset Sale Transaction will be either (a) conducted pursuant to
the Bidding Procedures or Lease Sale Procedures, (b) approved by
the Bankruptcy Court prior to the Effective Date, or (c) otherwise
authorized by the Plan.
The Plan Administrator, subject to the Sharing Mechanism, will fund
distributions under the Plan from (a) the Combined Reserve; (b) the
WARN Reserve; and (c) Distributable Proceeds in accordance with the
Waterfall Recovery, unless, as it relates to each of the foregoing,
such distributions are provided for in the DIP Budget.
Distributable Proceeds will be created by, among other things, the
prosecution and monetization of Non-Released Claims.
Without limiting the foregoing, from and after the Effective Date,
any Entity (other than the DIP Agent, the DIP Lenders, the ABL
Agent, the FILO Lenders, or the FILO Agent) that is given the
opportunity to opt out of the releases and does not exercise such
opt out may not assert any claim or other Cause of Action against
any Released Party based on or relating to, or in any manner
arising from, in whole or in part, the Debtors. From and after the
Effective Date, any Entity (other than the DIP Agent, the DIP
Lenders, the ABL Agent, the FILO Lenders, or the FILO Agent) that
opted out of the releases may not assert any claim or other Cause
of Action against any Released Party for which it is asserted or
implied that such claim or Cause of Action is not subject to the
releases contained in the Plan without first obtaining a Final
Order from the Bankruptcy Court (a) determining, after notice and a
hearing, that such claim or Cause of Action is not subject to the
releases contained in the Plan and (b) specifically authorizing
such Person or Entity to bring such claim or Cause of Action
against any such Released Party.
For the avoidance of doubt, the terms of this paragraph shall not
apply to the Plan Administrator. The Bankruptcy Court will have
sole and exclusive jurisdiction to determine whether a claim or
Cause of Action constitutes a direct or derivative claim, is
colorable and, only to the extent legally permissible and as
provided for in the Plan, the Bankruptcy Court shall have
jurisdiction to adjudicate the underlying claim or Cause of
Action.
A full-text copy of the Amended Joint Plan dated July 31, 2023 is
available at https://urlcurt.com/u?l=KjmO0d from Kroll LLC, the
claims agent.
Co-Counsel to the Debtors:
Joshua A. Sussberg, P.C.
Emily E. Geier, P.C.
Derek I. Hunter, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: joshua.sussberg@kirkland.com
emily.geier@kirkland.com
derek.hunter@kirkland.com
Co-Counsel to the Debtors:
Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
Felice R. Yudkin, Esq.
COLE SCHOTZ P.C.
Court Plaza North, 25 Main Street
Hackensack, New Jersey 07601
Tel: (201) 489-3000
Email: msirota@coleschotz.com
wusatine@coleschotz.com
fyudkin@coleschotz.com
About Bed Bath & Beyond
Bed Bath & Beyond Inc., together with its subsidiaries, is an
omnichannel retailer selling a wide assortment of merchandise in
the Home, Baby, Beauty & Wellness markets and operates under the
names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face
Values. The Company also operates Decorist, an online interior
design platform that provides personalized home design services.
At its peak, Bed Bath & Beyond operated the largest home furnishing
retailer in the United States with over 970 stores across all 50
states, consistently at the forefront of major home and bath
trends. Operating stores spanning the United States, Canada,
Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from
bed linens to cookware to electric appliances, home organization,
baby care, and more.
Bed Bath & Beyond closed over 430 locations across the United
States and Canada before filing chapter 11 cases, implementing full
scale winddowns of their Canadian business and the Harmon branded
stores.
Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed
Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023,
each filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code to pursue a wind down of operations.
The cases are pending before the Honorable Vincent F. Papalia and
have requested joint administration of the cases under Bankr.
D.N.J. Lead Case No. 23-13359.
Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal
counsel, Lazard Frares & Co. LLC is serving as investment banker,
and AlixPartners LLP is serving as financial advisor. Bed Bath &
Beyond Inc. has retained Hilco Merchant Resources LLC to assist
with inventory sales. Kroll LLC is the claims agent.
BELLE ISLE: Case Summary & 11 Unsecured Creditors
-------------------------------------------------
Debtor: Belle Isle Furniture, LLC
7219 Lake Drive
Orlando, FL 32809
Case No.: 23-02933
Chapter 11 Petition Date: July 24, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Judge: Hon. Tiffany P. Geyer
Debtor's Counsel: Daniel A. Velasquez, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: dvelasquez@lathamluna.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew Brannon as sole-managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/TRB44KY/Belle_Isle_Furniture_LLC__flmbke-23-02933__0001.0.pdf?mcid=tGE4TAMA
BLOCKFI INC: Amends Plan to Include Convenience Claims Pay Details
------------------------------------------------------------------
Blockfi Inc., et al., submitted a Revised Disclosure Statement
relating to Third Amended Joint Chapter 11 Plan dated July 31,
2023.
The Initial Plan contemplated either a sale of substantially all of
BlockFi's assets to a third-party or a self-liquidation transaction
wherein BlockFi would return Digital Assets and cash to creditors
(the "Self-Liquidation Transaction") followed, in each case, by a
Wind Down of the Debtors' Estates.
The ultimate recovery to Clients and other creditors will depend
heavily on the Debtors' success or failure in prosecuting and
defending against pending and future disputes with BlockFi's
commercial counterparties, including Alameda, FTX, Emergent, ED&F
Man Capital Markets, Inc. (now known as Marex Capital Markets
Inc.), 3AC, and Core Scientific, Inc.
Collectively, the success or failure of this litigation (the
"Litigation") will make a difference of in excess of $1 billion to
Clients. The Debtors thus believe that any action that may impair
the Debtors' ability to prosecute and defend against these claims
would be irresponsible, could be catastrophic for the Estates and
Clients, and is not advisable. Accordingly, to maximize recoveries
to Clients, it is critical that BlockFi put itself in a position
to:
* recover on the Emergent Pledge Agreement, which will likely
require active litigation in a forfeiture proceeding in the United
States District Court for the Southern District of New York and the
Bankruptcy Court, and potentially other proceeding(s). The amounts
at issue in litigation over the Emergent Pledge Agreement, based on
prevailing trading prices for certain of the assets at issue,
exceed $525 million;
* recharacterize or subordinate (contractually, equitably, or
otherwise) FTX's claim for $275 million based on the FTX Facility,
which FTX contends to be pari passu with Clients and ahead in the
priority line of other General Unsecured Creditors. If FTX's claims
succeed, they would reduce recoveries to Clients;
* defeat Alameda's claims, in which it alleges that, among
other things, BlockFi should return to Alameda's bankruptcy estate
approximately $150 million based on loan repayments made to BlockFi
within the 90 days preceding Alameda's bankruptcy filings,
approximately $1 billion in additional collateral posted in the 90
days preceding Alameda's bankruptcy to secure Alameda's borrowings
from BlockFi, and approximately $4 billion based on trading
activity on the FTX.com platform in the 90 days preceding Alameda's
bankruptcy filing;
* defeat 3AC's claim that BlockFi's foreclosure on nearly $1
billion of collateral posted to secure BlockFi's loans to 3AC was
improper, preferential, or both, a dispute that will be litigated
in the Bankruptcy Court and potentially places; and
* recover on BlockFi's affirmative claims for approximately
$142 million against the 3AC estate, which will take place in a
combination of foreign proceedings in the British Virgin Islands
("BVI") and the United States Bankruptcy Court for the Southern
District of New York.
Generally, the Plan contemplates the following treatment of Claims
and Interests:
* Holders of Secured Tax Claims and Other Priority Claims will
be rendered Unimpaired.
* Holders of Account Holder Claims that are not Convenience
Claims, either by amount or election, will receive their Pro Rata
share of (i) Digital Assets for any Distributions made during the
six (6) month period (or such later period as may be reasonably
determined by the Wind-Down Trustee) following the Effective Date
and (ii) Cash for any Distributions made following the expiration
of such 6 month period (or such later period as may be reasonably
determined by the Wind-Down Trustee).
* Holders of General Unsecured Claims that are not Convenience
Claims, either by amount or election, will receive their Pro Rata
share of Cash allocated to the respective Debtor entities.
* Holders of Convenience Claims, either by amount or by
election, will receive the Convenience Claim Recovery.
* FTX Facility Claims, if Allowed, will be recharacterized as
equity contributions, or, in the alternative, are contractually
subordinated to Account Holder Claims and equitably subordinated to
General Unsecured Claims and Intercompany Claims, and, in either
case, will not be entitled to a Distribution under the Plan.
* FTX Avoidable Transfer Claims, if allowed, will be equitably
subordinated to Account Holder Claims, General Unsecured Claims,
and Intercompany Claims and will not be entitled to a Distribution
under the Plan.
* Alameda Claims, if allowed, will be equitably subordinated
to Account Holder Claims, General Unsecured Claims, and
Intercompany Claims and will not be entitled to a Distribution
under the Plan.
* 3AC Claims, if allowed, will be equitably subordinated to
Account Holder Claims, General Unsecured Claims, and Intercompany
Claims and will not be entitled to a Distribution under the Plan.
* The Wind-Down Debtors will prosecute claims against third
parties, including claims against 3AC, FTX, Alameda, Emergent,
Marex, and Core Scientific, and Wind Down the Debtors' Estates.
Class 16 consists of Convenience Claims. Holders of Allowed
Convenience Claims, either by amount or election, shall receive a
one-time Cash payment of no greater than 50% of such Convenience
Claim in full and final satisfaction of such Convenience Claim.
Holders of Allowed Convenience Claims shall not be entitled to any
Additional Bankruptcy Distributions. The amount of claim in this
Class total $128.0 million.
On June 29, 2023, the Debtors filed the Application in Lieu of a
Motion in Support of Entry of an Order (I) Establishing That All
Withdrawals of Wallet Assets Are Final and (II) Granting Related
Relief, requesting that the Court enter an order clarifying that
the Terms of Service would apply to the upcoming withdrawals from
Client Wallet Accounts. On July 7, 2023, an ad hoc group of Clients
holding Client Wallet Accounts (the "Ad Hoc Wallet Group") filed
the Ad Hoc Group of Actual Wallet Holders' Objection Concerning the
Debtors' Application in Lieu of Motion (I) Establishing That All
Withdrawals of Wallet Assets Are Final and (II) Granting Related
Relief (the "Ad Hoc Wallet Group Objection"). The Debtors and the
Ad Hoc Wallet Group resolved the Ad Hoc Wallet Group Objection. On
July 14, 2023, the Court entered the Order (I) Establishing That
All Withdrawals of Wallet Assets Are Final and (II) Granting
Related Relief.
As of the date hereof, preparation for the withdrawal of Digital
Assets from Client Wallet Accounts is ongoing. This process,
however, will occur outside of the context of the Plan.
Nevertheless, by entering into the Committee Settlement, the
Debtors have secured the cooperation of certain key personnel
necessary to complete withdrawals under the Wallet Withdrawal Order
in a time- and cost-efficient manner and subject to the review and
approval of the Committee.
Pursuant to the Committee Settlement, potential preference Claims
under $250,000 or that result from transfers prior to November 2,
2022 will be released, which will enable additional Wallet
withdrawals.
The Wind-Down Debtors shall fund Distributions under the Plan with:
(a) Cash and (b) Digital Assets.
Under the Self-Liquidation Transaction, any Digital Assets to be
distributed to Holders of Claims at a Debtor will be in the form of
BTC and/or ETH, as determined by such Debtor, subject to any
applicable withdrawal fees incurred in connection with, or arising
out of, the Digital Assets distributed to Account Holders pursuant
to the Digital Asset Allocation. To the extent there are any
Digital Assets included in the Estate prior to such distributions
that are not BTC or ETH, such Digital Assets shall be sold for
cash, BTC and/or ETH pursuant to Section 4(a)(7) under the
Securities Act of 1933, as amended (the "Securities Act"), Rule 144
under the Securities Act or any other available exemption from
registration under the Securities Act.
A copy of the Revised Disclosure Statement dated July 31, 2023, is
available at https://urlcurt.com/u?l=fD1PE0 from Kroll, the claims
agent.
Attorneys for the Debtors:
Michael D. Sirota, Esq.
Warren A. Usatine, Esq.
COLE SCHOTZ P.C.
Court Plaza North, 25 Main Street
Hackensack, NJ 07601
Tel: (201) 489-3000
E-mail: msirota@coleschotz.com
wusatine@coleschotz.com
- and -
Joshua A. Sussberg, P.C.
Christine A. Okike, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
E-mail: jsussberg@kirkland.com
christine.okike@kirkland.com
- and -
Richard S. Kanowitz, Esq.
Kenric D. Kattner, Esq.
HAYNES AND BOONE, LLP
30 Rockefeller Plaza, 26th Floor
New York, NY 10112
Tel: (212) 659-7300
E-mail: richard.kanowitz@haynesboone.com
kenric.kattner@haynesboone.com
About BlockFi Inc.
BlockFi Inc. is building a bridge between digital assets and
traditional financial and wealth management products to advance the
overall digital asset ecosystem for individual and institutional
investors.
BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in
its early days had backing from influential Wall Street investors
like Mike Novogratz and, later on, Valar Ventures, a Peter
Thiel-backed venture fund as well as Winklevoss Capital, among
others. BlockFi made waves in 2019 when it began providing
interest-bearing accounts with returns paid in Bitcoin and Ether,
with its program attracting millions of dollars in deposits right
away.
BlockFi grew during the pandemic years and had offices in New York,
New Jersey, Singapore, Poland and Argentina.
BlockFi worked with FTX US after it took an $80 million hit from
the bad debt of crypto hedge fund Three Arrows Capital, which
imploded after the TerraUSD stablecoin wipeout in May 2022.
BlockFi had significant exposure to the companies founded by former
FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a
$400 million credit line from FTX US in an agreement that also gave
FTX the option to acquire BlockFi through a bailout orchestrated by
Bankman-Fried over the summer. BlockFi also had collateralized
loans to Alameda Research, the trading firm co-founded by
Bankman-Fried.
BlockFi is the latest crypto firm to seek bankruptcy amid a
prolonged slump in digital asset prices. Lenders Celsius Network
LLC and Voyager Digital Holdings Inc. also filed for court
protection this year. Kirkland & Ellis is also advising Celsius and
Voyager in their separate Chapter 11 cases.
BlockFi Inc. and eight affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on
Nov. 28, 2022. In the petitions signed by their chief executive
officer, Zachary Prince, the Debtors reported $1 billion to $10
billion in both assets and liabilities.
Judge Michael B. Kaplan oversees the cases.
The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as
general bankruptcy counsels; Walkers (Bermuda) Limited as special
Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley
Research Group, LLC as financial advisor; Moelis & Company as
investment banker; and Street Advisory Group, LLC as strategic and
communications advisor. Kroll Restructuring Administration, LLC is
the notice and claims agent.
CALEXICO HOUSING: Moody's Cuts Rating on 1991 Revenue Bonds to Ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the rating
on Calexico Housing Authority, CA, Mortgage Revenue Bonds (Calexico
Gardens Project) Series 1991 (the "Bonds"). The rating action
concludes the review, direction uncertain, initiated on May 16,
2023.
RATINGS RATIONALE
The rating action is based on the projected shortfall in funds
available to pay debt service on December 2027 and uncertainty
regarding external financial support moving forward. In July of
2023, the issuer placed approximately $13,500 into the deal which
has moved the projected cashflow break from June 2025 to December
2027.
RATING OUTLOOK
No outlook
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- An injection of eligible funds to cover project shortfall
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- No additional eligible funds added to the deal
LEGAL SECURITY
The principal of, premium, if any, and interest on the Bonds are
payable solely from the payments on the GNMA Mortgage Backed
Security and from any other moneys constituting a part of the Trust
Estate under the Indenture.
The principal methodology used in this rating was US Stand-alone
Housing Bond Programs Secured by Credit-Enhanced Mortgages
Methodology published in and July 2019.
CHESTNUT RIDGE: Taps Marcus & Millichap as Real Estate Broker
-------------------------------------------------------------
Chestnut Ridge Associates LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Marcus & Millichap as real estate broker.
The firm will market and sell the Debtor's real property located at
The Shoppes at Kingsgate 1113-1387 Kingwood Drive Kingwood, TX
77339.
The firm will be paid a commission of 1.25 per cent of the purchase
price of the Property.
In addition, the firm will be reimbursed for reasonable
out-of-pocket expenses incurred.
Chris Gainey, a partner at Marcus & Millichap, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Chris Gainey
Marcus & Millichap
3 Riverway, #800
Houston, TX 77056
Tel: (713) 452-4200
About Chestnut Ridge Associates
Chestnut Ridge Associates LLC is primarily engaged in renting and
leasing real estate properties. The Debtor sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.
23-90069) on Feb. 5, 2023. In the petition signed by Andrew
Schreer, managing member, the Debtor disclosed up to $50 million in
both assets and liabilities.
Judge David R. Jones oversees the case.
Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, is the Debtor's
legal counsel.
CHRISTIAN HORIZONS: Fitch Cuts IDR & 2021A/B Bonds to 'CCC+'
------------------------------------------------------------
Fitch Ratings has downgraded Christian Horizons, formerly known as
Christian Homes' (CH) Issuer Default Rating to 'CCC+' from 'BB'. In
addition, Fitch has downgraded approximately $24 million series
2021A and 2021B bonds and $66.690 million series 2016 and 2018
outstanding bonds previously issued through various authorities on
behalf of CH to 'CCC+' from 'BB'.
ENTITY/DEBT RATING PRIOR
----------- ------ -----
Christian Homes, Inc. (IL) LT IDR CCC+ Downgrade BB
Christian Homes, Inc.
(IL) /General LT CCC+ Downgrade BB
Revenues/1 LT
The five-notch downgrade to 'CCC+' reflects CH's significantly
deteriorated liquidity position, which has left CH without
financial cushion to weather additional operational headwinds.
Persistent operating losses drove balance sheet deterioration to
approximately $12.8 million in unrestricted liquidity on June 30,
2023 from approximately $15.5 million on May 31, 2023 and $28
million at FYE June 30, 2022. Given ongoing operating pressures,
Fitch expects further deterioration over the Outlook period.
The downgrade also reflects Fitch's expectation that CH will
violate its debt service coverage ratio (DSCR) and liquidity
covenants for FY 2023. In its unaudited FYE results, CH reported
negative .17x MADS coverage, unfavorable to the 1.2x minimum
requirement. In addition, reported cash deteriorated to 45 DCOH,
well below the 100 DCOH covenant required minimum to be tested on
June 30, 2023.
Management reported negative .17x MADS coverage without guaranteed
debt. This refers to CH's fully drawn $5 million line of credit
from Old National Bank (ONB). ONB will require $3 million in
principal amortization over the next 12 months on a quarterly
basis. Management expects to fund all but the first payment with
funds from outside the OG.
Management closed all 120 SNF beds on the Spring River campus in
Joplin, MO in March of 2023 and will close three SNF neighborhoods
on its Christian Village campus in September of 2023 as part of its
plan to reduce its sizeable SNF business line. Despite the closure,
system-wide operating losses persisted in the fourth quarter of FY
2023, indicating the breadth of operational challenges and
multi-year timeline to return to cash flow positive.
In an EMMA-posted consultant report dated February, 2023, CLA found
signs of dysfunction between local and home office associates
requiring improved communication. Management posted a response to
the report indicating partial agreement with prescribed
suggestions. While it is unclear if the situation has improved,
Fitch notes cooperation and communication between and among all
staff levels is essential to a turnaround.
SECURITY
The bonds are secured by a pledge of gross revenues, first lien
mortgage and security interest in the facilities, and a debt
service reserve fund.
KEY RATING DRIVERS
Revenue Defensibility - bb
Sizable Rural Multi-Campus Senior Living Provider
The weak revenue defensibility assessment reflects CH's limited
pricing flexibility as a predominantly SNF provider that has
experienced soft occupancy and high exposure to governmental
payors. Within the OG, CH has 355 IL units, 270 AL units, and 771
available skilled nursing beds and derives approximately 75% of its
SNF revenues from Medicare and Medicaid. Historically, demand has
been somewhat soft at CH, with IL occupancy generally below 88%
over the past several years. Other areas of care have softened from
averages in the mid-80% range pre-pandemic to the high 60% to low
70% since.
CH benefits somewhat from some scale and modest geographic
diversity with four LPCs in Illinois, two in Indiana, one in
Missouri and one in Iowa. However, these markets generally show
shrinking populations and median household incomes below state and
national averages.
Operating Risk - b
Persistent Operating Pressures
CH's operating performance has depended largely on SNF operations
given CH's unit mix is predominantly SNF beds. Even after closing
208 SNF beds, SNF still comprises 55% of CH's unit mix. The weak
operating risk assessment is based on Fitch's expectation that
management will be challenged to improve cost containment measures
given its high SNF reduction.
Labor pressures have compressed profitability margins across the
sector, and to a greater degree in communities with large SNF
components, because SNF is the most labor intensive of all areas of
care. These pressures are further exacerbated at CH as a primarily
rural provider where qualified employees can be difficult to find.
Furthermore, CH offers rental contracts in addition to entrance fee
contracts which has limited its net entrance fee receipts.
Before the coronavirus pandemic, CH exhibited good cost management
metrics with operating ratios around 92% and net operating margins
(NOM) above 10%. Core operating performance softened during the
pandemic, though recognition of approximately $13 million CARES Act
and State funding in 2020 and 2021 bolstered profitability margins
softened by lower skilled nursing and personal care occupancies.
Without including the approximately $9 million in forgiven PPP
loans in 2022, CH's operating ratio was 111%, NOM was negative 8.9%
and NOM-adjusted was negative 7.1%. Continued CARES Act support is
unlikely and persistent cash burn threatens CH's solvency.
Given operating stress, CH has suspended its expansion plans for
the Crown Point campus and capital expenditures are expected to
remain minimal. Average age of plant is soft for the midrange
assessment at 16 years.
CH's capital-related metrics have weakened precipitously, with
revenue-only maximum annual debt service (MADS) coverage of
negative .1 times for the eleven months ended May 31, 2023 and MADS
representing 6.4% of 2023 revenues. Debt-to-net available weakened
to 10.8x for 2022 from levels closer to 5x pre-pandemic.
Financial Profile - b
Operating Losses Weaken Liquidity
Given CH's weak revenue defensibility and weak operating risk
assessments, Fitch expects the organization's key leverage metrics
to deteriorate in its base case, providing a very low margin of
safety, with default a real possibility during the current economic
and business cycle. While management has alluded to certain
confidential strategies that could be accretive, Fitch has not
received any concrete information that would suggest a significant
operational improvement is realistic over the next five years. As
of YE 2023, CH had unrestricted cash and investments of
approximately $12.8 million (compared to an average of $54 million
from 2017 through 2021), resulting in cash-to-adjusted debt of 25%
(compared to an average of 68% from 2017 through 2021).
Asymmetric Additional Risk Considerations
CH has an asymmetric risk on Management and Governance as noted
under Fitch's concerns surrounding intercompany communication and
cooperation.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
-- Further deterioration in liquidity such that cash-to-adjusted
debt is sustained below 20%;
-- Failure to cure FY 2023 covenant violations before Dec. 31,
2023.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
-- Positive rating action is unlikely over the Outlook period.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
PROFILE
CH is a large senior living system that operates 10 facilities in
Illinois, Indiana, Iowa and Missouri. CH's parent company changed
the organization's brand name to Christian Horizons in January
2017. Fitch's analysis is based upon CH's obligated group, which
includes eight facilities with 355 ILUs, 270 ALUs and 771 SNF beds.
Total obligated group operating revenue equaled approximately $100
million in fiscal 2023.
Sources of Information
In addition to the sources of information identified in Fitch's
applicable criteria, this action was informed by information from
Lumesis.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
CINEWORLD GROUP: Successfully Emerges from Chapter 11 Cases
-----------------------------------------------------------
The reorganised Cineworld group, including its newly incorporated
parent company, on July 31, 2023, announces that Cineworld Group
plc and certain
subsidiaries within the Group have successfully completed their
financial restructuring process and have emerged from their Chapter
11 cases.
Stronger Financial Foundation
Through this process, the Chapter 11 Companies have successfully
reduced their funded indebtedness by approximately $4.53 billion,
raised approximately $800 million in new equity capital, and
secured new debt
financing in the aggregate amount of approximately $1.71 billion,
including a new revolving credit facility of $250 million. With
this strengthened and recapitalized balance sheet, the Group is
well-positioned to pursue
future strategic initiatives and continue providing leading
cinematic experiences for customers globally, including through
investments in new screen formats and enhancements to its flagship
theatres.
High-Quality Board of Directors
A new slate of directors has been appointed to the board of New
Cineworld to oversee the Group and its strategic direction. As
previously announced, the Board is led by Chairperson Eric Foss who
previously served as Chairman and CEO of Pepsi Bottling Group and
Aramark. Foss’s experience running
global, at-scale, consumer and service-centric businesses, and his
proven track record of growth, building high-performance teams and
creating sustainable shareholder value is well suited to guide the
Group through a competitive international cinema marketplace.
"With a transformed balance sheet and a right-sized capital
structure, Cineworld is ready and fully able to succeed in this
dynamic and constantly changing movie theatre industry," said Foss.
"I am truly excited to
introduce the impressive group of directors who will be joining our
new Board and whose expertise and leadership in various fields will
help us to grow Cineworld’s business and ensure that our theatres
continue
to be moviegoers’ first choice for memorable cinema
experiences."
Eduardo Acuna, New Cineworld’s Chief Executive Officer, joins
Foss on the Board. Acuna is an entertainment industry veteran whose
prior roles as President of Cinépolis Americas and Cinépolis Do
Brazil will be an asset for the Group with its network of theatres
around the world. Acuna has been lauded by the movie theatre
industry for his work in designing and executing successful
business strategies.
"I am honored to join Cineworld and work alongside the experienced
management team to unlock the company's great potential," said
Acuna. "With its talented group of employees, significant number
of distinguished business partners and devoted customers around the
world, Cineworld has what it needs to July 31, 2023 reach new
levels of success. We will continue to put our guests at the center
of everything we do and look forward to continuing to break new
ground in our industry."
Foss and Acuna are joined by additional new Board members,
appointed as of today, who will leverage their collective expertise
in finance, entertainment and corporate governance to work closely
with the
leadership team and drive New Cineworld’s strategy:
* Ann Sarnoff is the former Chair and CEO of Warner Bros., where
she was responsible for film and television production, marketing,
and distribution. Prior to that role, Sarnoff held senior executive
positions at BBC Studios and Viacom. Sarnoff’s entertainment
experience and industry relationships will prove invaluable for New
Cineworld as the Group deepens its relationships with studios and
content suppliers. Sarnoff also brings a honed sense of how to
engage and delight global audiences.
* Patrick J. Bartels is the Managing Member of Redan Advisors
LLC who brings deep strategic planning expertise along with his
more than 20 years of capital markets, M&A and investing experience
across a broad universe of industries to help shepherd the Group
into its new era post-emergence. Having guided U.S. and
international public and private companies, Bartels will also help
New Cineworld maximize its businesses around the world.
* Stephen (Steve) Joyce is the former CEO of Dine Brands Global,
the franchisor of IHOP and Applebee's Grill + Bar, as well as a
former executive at Marriott International. Joyce's background in
brand equity and hospitality as well as his deep knowledge of how
to engage customers will help the Group enhance its relationship
with moviegoers. In addition, Joyce's real estate experience will
assist New Cineworld in optimizing its footprint and theatre
location strategy.
* Stefano Malfitano is a Principal at Cyrus Capital Partners
whose experience managing investments in a variety of industries
and geographies will provide New Cineworld with leadership in
driving growth and positive financial results.
* Blythe J. McGarvie is the former CEO of LIF Group and former
CFO of Hannaford Bros., a Fortune 500 company. McGarvie's consumer
brand experience, as well as her prior term on the board of Pepsi
Bottling Group, Inc., will provide additional leadership depth to
oversee the Group’s
partnerships across its theatres.
Foss added: "Cineworld has a strong platform, and its brands –
including Regal, Cinema City, Picturehouse, and Planet – are some
of the most iconic in our industry. We are excited and energized by
the bright future
ahead of us and look forward to delivering a great guest experience
to our valued customers, filled with high-quality entertainment and
fun."
Cineworld Group plc and London Stock Exchange Update
The Chapter 11 Companies' emergence from their Chapter 11 cases
follows the announcement on 31 July 2023 that administrators have
been appointed in respect of Cineworld Group plc. As part of the
Chapter 11 Companies' emergence from their Chapter 11 cases,
Cineworld Group plc has ceased to hold any interest in the Group.
Cineworld continues to operate its global business and cinemas as
usual without interruption and this has not and will not be
affected by the entry of Cineworld Group plc into administration on
31 July 2023.
As announced then, the cancellation of Cineworld Group plc’s
listing on the premium listing segment of the Official List of the
Financial Conduct Authority and the admission to trading of its
shares on the London
July 31, 2023
Stock Exchange plc’s main market for listed securities is
expected to take place at 8:00 a.m. (London time) on 1 August 2023
About Cineworld Group
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the United States.
According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).
The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.
Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt. Judge Marvin
Isgur oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsels; PJT Partners, LP as investment banker;
AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP
as tax services provider. Kroll Restructuring Administration, LLC
is the claims agent.
The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23,
2022. The committee tapped Weil, Gotshal & Manges, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI
Consulting, Inc. as financial advisor; and Perella Weinberg
Partners, LP as investment banker.
CLOUD VENTURES 1: Ordered to File Plan by Oct. 23
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Judge Mark X. Mullin has entered an order that Cloud Ventures 1,
LLC d/b/a Pipeline Trenchers Group must file a Plan of
Reorganization and Disclosure Statement no later than October 23,
2023, and to confirm a Plan no later than December 7, 2023.
The deadlines established are without prejudice to the debtor's
request to extend the Deadline. Any motion to extend the Deadline
must be filed, an evidentiary hearing held, and an order entered
prior to the expiration of the deadline.
The Debtor will comply with all administrative requirements
including but not limited to the timely filing of operating reports
and providing proof of adequate insurance to the United States
Trustee.
Attorneys for the Debtor(s):
Craig D. Davis, Esq.
DAVIS, ERMIS & ROBERTS, P.C.
1521 N. Cooper, Suite 860
Arlington, TX 76011
Tel: (972) 263-5922
Fax: (972) 262-3264
E-mail: davisdavisandroberts@yahoo.com
Attorney for United States Trustee:
Elizabeth Ziegler Young, Esq.
1100 Commerce Street, Room 976
Dallas, TX 75242
Tel: (214) 767-1075
E-mail: elizabeth.a.young@usdoj.gov
About Cloud Ventures 1
Cloud Ventures 1, LLC, doing business as Pipeline Trenchers Group,
filed a Chapter 11 bankruptcy petition (Bankr. N.D. Texas Case No.
23-40228) on Jan. 26, 2023, with as much as $1 million in both
assets and liabilities. Judge Mark X. Mullin oversees the case.
The Debtor tapped Davis Ermis & Roberts, P.C. as legal counsel and
Hagen Sharp & Company, PLLC as accountant.
CONFORMIS INC: Raises Going Concern Doubt Pending Merger
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Conformis, Inc., reported in its Form 10-Q report for the quarterly
period ended June 30, 2023, that recurring losses and uncertainties
about the Company's ability to raise capital raise substantial
doubt about its ability to continue as a going concern within the
next 12 months.
Conformis explained that since its inception in June 2004, it has
financed its operations primarily through private placements of
preferred stock, its initial public offering in July 2015, other
equity financings, debt and convertible debt financings, equipment
purchase loans, patent licensing, and product revenue beginning in
2007. The Company has recurring losses and cash used in operating
activities for the three and six months ended June 30, 2023 and
2022. At June 30, 2023, the Company had an accumulated deficit of
$603.9 million and cash and cash equivalents of $26.2 million, and
$0.5 million in restricted cash allocated to a lease deposit.
In addition, the Company owed $21 million under its secured credit
agreement with MidCap Financial Trust as agent, and certain lender
parties thereto. The credit agreement provides for a five-year, $21
million secured term loan facility. However, if a proposed merger
transaction with restor3d, Inc., is not consummated, absent
Conformis raising additional capital, MidCap could allege that a
material adverse effect has occurred under the credit agreement,
which could permit MidCap to accelerate amounts due under the
agreement.
The Company plans to address matters that raise substantial doubt
about its ability to continue as a going concern through the
completion of the Merger Agreement with restor3d. However, if the
merger is not successful, the Company will require additional
capital in the near-term to support its business growth and
continued operations, and, based on the recent state of equity
capital markets and the Company's exploration of potential
financing alternatives, the Company and its board of directors
believe that it will be very challenging to obtain such financing
on terms that would preserve value for the Company's current
stockholders.
Absent the Company being able to obtain a sufficient level of new
capital in the near-term, the Company could need to file for
bankruptcy protection, which the Company and its board of directors
believe would likely result in current Company stockholders
receiving little, if any, value for their shares of Company common
stock (and, in any event, an amount substantially less than the
$2.27 per share of common stock provided for by the Merger
Agreement).
Merger Agreement with restor3d
On June 22, 2023, the Company entered into an Agreement and Plan of
Merger with restor3d and Cona Merger Sub Inc., a wholly owned
subsidiary of restor3d. Merger Sub will merge with and into the
Company, with the Company continuing as the surviving corporation
and a wholly owned subsidiary of restor3d. The Board also
unanimously resolved to recommend that the Company's stockholders
vote to adopt and approve the Merger Agreement and the Merger.
Upon the closing of the Merger, each outstanding share of Company
common stock, other than shares owned by the Company, restor3d or
Merger Sub (which will be cancelled) and shares with respect to
which appraisal rights are properly exercised and not withdrawn
under Delaware law, will automatically be converted into the right
to receive $2.27 in cash, without interest.
If the Merger is consummated, the Company's common stock will be
delisted from The Nasdaq Capital Market and deregistered under the
Securities Exchange Act of 1934.
In connection with the Merger, the vesting of each outstanding
restricted stock unit of the Company will accelerate, and the
holders of such units will receive an amount per unit equal to the
Merger Consideration. All stock options and warrants of the Company
that are currently outstanding have a strike price per share
greater than the Merger Consideration, and will be cancelled in
connection with the Merger without payment, unless exercised prior
to consummation of the Merger.
The consummation of the Merger is subject to certain customary
closing conditions, including (i) the adoption of the Merger
Agreement by the holders of a majority of the outstanding shares of
the Company's common stock, and (ii) no temporary restraining
order, preliminary or permanent injunction or other order is in
effect preventing the consummation of the Merger. Moreover, each
party's obligations to consummate the Merger are subject to certain
other conditions, including (a) the accuracy of the other party's
representations and warranties (subject to certain materiality
exceptions), (b) the other party's compliance in all material
respects with its obligations under the Merger Agreement, and (c)
in the case of restor3d and Merger Sub only, the absence of any
event, change, or effect that would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect
(as defined in the Merger Agreement).
A special meeting of the stockholders of the Company is scheduled
to be held on August 31, 2023 to vote on, among other things, a
proposal to adopt the Merger Agreement. Subject to the satisfaction
of the closing conditions, the parties anticipate that the Merger
will be consummated by the end of the third quarter of 2023.
The Merger Agreement contains representations and warranties and
covenants of the parties customary for a transaction of this
nature. Until the earlier of the termination of the Merger
Agreement and the closing of the Merger, the Company has agreed to
use its reasonable best efforts to conduct its business in all
material respects in the ordinary course of business and has agreed
to certain other operating covenants and to not take certain
specified actions prior to the consummation of the Merger, as set
forth more fully in the Merger Agreement. The Company has also
agreed to convene and hold a meeting of its stockholders for the
purpose of obtaining the Stockholder Approval. In addition, the
Merger Agreement requires that, subject to certain exceptions, the
Board recommend that the Company's stockholders approve the Merger
Agreement.
The Company has agreed not to initiate, solicit or knowingly
encourage takeover proposals from third parties. The Company has
also agreed not to provide non-public information to, or, subject
to certain exceptions, engage in discussions or negotiations with,
third parties regarding takeover proposals. Notwithstanding these
restrictions, prior to the receipt of the Stockholder Approval, the
Company may under certain circumstances provide non-public
information to and participate in discussions or negotiations with
third parties with respect to takeover proposals.
Prior to obtaining the Stockholder Approval, the Board may, among
other things, change its recommendation that the stockholders
approve the Merger Agreement in connection with a Superior Offer or
an Intervening Event (in each case, as defined in the Merger
Agreement), or terminate the Merger Agreement to enter into an
agreement providing for a Superior Offer, subject, in each case, to
complying with notice and other specified conditions, including
giving restor3d the opportunity to propose revisions to the terms
of the Merger Agreement during a period following notice.
The Merger Agreement contains certain termination rights for the
Company and restor3d, including, among others, the right of (1) the
Company to terminate the Merger Agreement in order to enter into an
agreement providing for a Superior Offer (subject to the Company's
compliance with certain obligations under the Merger Agreement
related to such Superior Offer and such termination) and (2)
restor3d to terminate the Merger Agreement if the Board changes its
recommendation with respect to the Merger Agreement. The Merger
Agreement also provides that under specified circumstances,
including in the event of termination by the Company to enter into
an agreement providing for a Superior Offer, the Company will be
required to pay restor3d a termination fee of $0.9 million and
provide restor3d with a non-exclusive license to the Company's
patents except with respect to certain knee and/or hip
applications.
About Conformis
Based in Billerica, Mass., Conformis, Inc. is a medical technology
company that uses its proprietary iFit Image-to-Implant technology
platform to develop, manufacture and sell joint replacement
implants that are individually sized and shaped, which the Company
refers to as personalized, individualized, or sometimes as
customized, to fit and conform to each patient's unique anatomy.
The Company also offers Identity Imprint, a new line of total knee
replacement products that utilizes a proprietary algorithm to
select the implant size that most closely meets the geometric and
anatomic requirements of the patient's knee. Conformis' sterile,
just-in-time, Surgery-in-a-Box delivery system is available with
all of its implants and personalized, single-use instruments. The
Company's proprietary iFit technology platform is potentially
applicable to all major joints.
As of June 30, 2023, the Company had $67.7 million in total assets
against $35.7 million in total liabilities.
CORNHUSKER FUNDING 1: DBRS Confirms B Issuer Rating
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DBRS, Inc. removed its provisional rating on the Class C Notes
issued by Cornhusker Funding 1C LLC (the Issuer) from Under Review
with Negative Implications and confirmed the provisional rating at
B (sf) pursuant to the terms of the Indenture dated as of April 22,
2022, between the Issuer and U.S. Bank Trust Company, National
Association:
The provisional ratings on the Class C Notes address the ultimate
payment of interest and ultimate payment of principal on or before
the Stated Maturity (as defined in the Indenture).
DBRS Morningstar's ratings on the Class C Notes are provisional.
The provisional ratings reflect the fact that the finalization of
the provisional ratings is subject to satisfaction of certain
conditions after the Closing Date, such as compliance with
Effective Date conditions (as defined in the Indenture).
The Class C Notes are collateralized primarily by a portfolio of
U.S. middle-market corporate loans. The Issuer is managed by Mount
Logan Management, LLC, which is a subsidiary of Mount Logan Capital
Inc. DBRS Morningstar considers Mount Logan Management, LLC an
acceptable collateralized loan obligation (CLO) manager. The
Reinvestment Period ends on April 8, 2030. The Stated Maturity Date
is September 15, 2036.
CREDIT RATING RATIONALE/DESCRIPTION
On April 21, 2023, DBRS Morningstar placed its rating on the Class
C Notes Under Review with Negative Implications as a result of the
Class C Notes' performance, including the failing Class C Interest
Coverage (IC) Test and the failing Diversity Score Test, as well as
a slower-than-expected ramp-up and reinvestment of principal
proceeds. The performance of the Class C Notes has since improved
to within DBRS Morningstar's expectations, and as of June 1, 2023,
the transaction is in compliance with the Class C IC Test.
In its analysis, DBRS Morningstar considered the following aspects
of the transaction:
(1) The transaction's capital structure and the form and
sufficiency of available credit enhancement.
(2) Relevant credit enhancement in the form of subordination and
excess spread.
(3) The ability of the Class C Notes to withstand projected
collateral loss rates under various cash flow stress scenarios.
(4) The credit quality of the underlying collateral and the ability
of the transaction to reinvest Principal Proceeds into new
Collateral Obligations, subject to the Eligibility Criteria, which
include testing the Concentration Limitations, Collateral Quality
Tests, and Coverage Tests.
(5) DBRS Morningstar's assessment of the origination, servicing,
and CLO management capabilities of Mount Logan Management, LLC as
the Collateral Manager.
(6) The legal structure as well as legal opinions addressing
certain matters of the Borrower and the consistency with the DBRS
Morningstar "Legal Criteria for U.S. Structured Finance"
methodology.
The transaction has a dynamic structural configuration that is used
to determine which of the row/column combinations (each a Matrix
Case) are applicable for the purpose of determining compliance with
the matrix, as set forth in the Indenture. Depending on a given
Diversity Score, DBRS Morningstar selects the following metrics
accordingly from the applicable row of the Collateral Quality
Matrix: DBRS Morningstar Risk Score and Weighted-Average Spread
Level. DBRS Morningstar analyzed each structural configuration as a
unique transaction, and all Matrix Cases passed the applicable DBRS
Morningstar rating stress levels. The Coverage Tests and triggers
as well as the Collateral Quality Tests that DBRS Morningstar
modeled in its base-case analysis are presented below.
Coverage Tests:
Class A Overcollateralization (OC) Ratio: 124.50%
Class B OC Ratio: 116.80%
Class C OC Ratio: 113.40%
Class A IC Ratio: 115.00%
Class B IC Ratio: 110.00%
Class C IC Ratio: 105.00%
Collateral Quality Tests:
Maximum Weighted-Average Life: 8 years
Maximum Diversity Score: 25
Maximum DBRS Morningstar Risk Score: 32.40%
Minimum Weighted-Average Spread: 4.70%
Some strengths of the transaction are (1) collateral quality that
consists of at least 95% senior-secured middle-market loans and (2)
the expected adequate diversification of the portfolio of
collateral obligations (matrix-driven Diversity Score).
Some challenges are (1) up to 5% of the portfolio pool may consist
of long-dated assets and (2) the underlying collateral portfolio
may be insufficient to redeem the Class C Notes in an Event of
Default.
DBRS Morningstar modeled the transaction using the DBRS Morningstar
CLO Asset model and its proprietary cash flow engine, which
incorporated assumptions regarding principal amortization, the
amount of interest generated, default timings, and recovery rates,
among other credit considerations referenced in the DBRS
Morningstar rating methodology "Cash Flow Assumptions for Corporate
Credit Securitizations."
To assess portfolio credit quality, DBRS Morningstar may provide a
credit estimate or internal assessment for each nonfinancial
corporate obligor in the portfolio that is not rated by DBRS
Morningstar. Credit estimates are not ratings; rather, they
represent an abbreviated analysis, including model-driven or
statistical components of default probability for each obligor that
is used in assigning a rating to a facility sufficient to assess
portfolio credit quality.
DBRS Morningstar's credit rating on the Class C Notes addresses the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the principal and interest of the Class C
Notes.
DBRS Morningstar's credit rating does not address non-payment risk
associated with contractual payment obligations contemplated in the
applicable transaction documents that are not financial
obligations.
DBRS Morningstar's long-term credit ratings provide opinions on
risk of default. DBRS Morningstar considers risk of default to be
the risk that an issuer will fail to satisfy the financial
obligations in accordance with the terms under which a long-term
obligation has been issued.
Notes: All figures are in U.S. dollars unless otherwise noted.
COTTLE LLC: Hires Caldwell & Riffee PLLC as Legal Counsel
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Cottle, LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of West Virginia to employ Caldwell & Riffee,
PLLC as legal counsel.
The firm will provide these services:
a. provide the Debtor legal advice with respect to its powers
and duties as a Debtor-in-Possession;
b. assist the Debtor on avoiding unfair loans on accounts
receivable;
c. participate at the first meeting of creditors;
d. negotiate, as necessary, any adequate protection
payments;
e. investigate causes of action, including the possibility of
fraudulent transfers to certain lenders; and
f. perform such other legal services as necessary to carry
out the forgoing. The terms of employment of counsel are subject to
the approval of this Court.
The firm will be paid at the rate of $375 per hour, and will also
be reimbursed for reasonable out-of-pocket expenses incurred.
Joseph W. Caldwell, Esq., disclosed in a court filing that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Joseph W. Caldwell, Esq.
Caldwell & Riffee, PLLC
P.O. Box 4427
Charleston, WV 25364
Tel: (304) 925-2100
Email: jcaldwell@caldwellandriffee.com
About Cottle LLC
Cottle, LLC filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00296) on June 16,
2023, with $1 million to $10 million in both assets and
liabilities. Larry D. Cottle, owner and managing member, signed the
petition.
Joseph W. Caldwell, Esq., at Caldwell & Riffee is the Debtor's
legal counsel.
COX INDUSTRIAL: Unsecureds to Split $1.25M in Subchapter V Plan
---------------------------------------------------------------
Cox Industrial Services, LLC, filed with the U.S. Bankruptcy Court
for the District of Arizona a Plan of Reorganization under
Subchapter V dated July 31, 2023.
Randy Cox founded the Debtor at the beginning of 2008. The Debtor
operates an agricultural engineering and fabrication business.
In 2010, it acquired the Yuma Property and its operations from its
previous owner, Bastien. Since then, the Debtor has been a leading
manufacturer and supplier of high-end commercial and industrial
refrigeration units for the Southwest agricultural sector.
With the decline in demand for its custom-built refrigeration
units, the Debtor lost almost all its revenue during the pandemic.
However, the Debtor still needed to service the substantial secured
debt owed to Bastien and Chase. The parties attempted to work out a
mutual resolution, but growing tension between the Debtor and
Bastien led to threats of foreclosure. Eventually, the Debtor filed
for relief under Chapter 11, Subchapter V in order to get the
breathing spell necessary to market and sell the Yuma Property and
reestablish its operations.
Prior to the Petition Date, the Debtor began the process of
shifting its operations from manufacturing custom-built
refrigeration units to servicing pre-existing units. Throughout the
reorganization, the Debtor has continued this shift. Additionally,
as the economy has begun to recover, it has received renewed
interest and requests for quotes for new units. The Debtor
anticipates reviving this component of its operations in the near
future while still focusing the bulk of its operations on continued
maintenance for existing units.
Pancrazi has been marketing the Yuma Property during the pendency
of reorganization and has been in communication with several
interested parties. While the Debtor has not received a firm offer
yet, the Debtor anticipates being able to sell the property within
the next several months. Once it completes downsizing and satisfies
its onerous secured debt, the Debtor anticipates being in an
optimal position to return to profitably sufficient to provide a
meaningful return to its unsecured creditors.
Class II consists of all Allowed Unsecured Claims against the
Debtor that are not entitled to classification in any other Class,
currently asserted in a total amount of $2,796,084.29. The Debtor
will investigate proofs of Claim filed in this Case for
objectionable issues and such objections must be filed in
accordance with this Plan.
The Debtor shall pay holders of Allowed Class II Claims their Pro
Rata share of $1,250,000. The Debtor shall make the following
annual payments beginning two years from the Effective Date and
continuing on the same day each year thereafter until it has made
all payments: (i) one annual payment of $200,000 followed by; (ii)
one annual payment of $250,000 followed by; (iii) one annual
payment of $350,000 followed by (iv) one final payment of $450,000.
Class II is impaired.
Class III consists of all Allowed Equity Interests arising by
virtue of a member's ownership interest in the Debtor. Class III
shall retain it Equity Interests in the Debtor to the same extent
and validity and upon the same terms as its prepetition Equity
Interest. Class III is not impaired.
Upon the Effective Date, the Debtor will begin making payments to
Creditors under the Plan. The Debtor projects that it will have
accumulated sufficient funds over the course of the reorganization
to pay the Administrative Claims of the Case Trustee and AJG and
the Case Trustee in full on the Effective Date. To the extent that
the Debtor does not have sufficient funds to pay AJG in full on the
Effective Date without posing a risk to further performance under
the Plan, AJG will work with the Debtor to determine a repayment
agreement outside of the Plan terms.
The Debtor's postconfirmation performance will generate sufficient
revenue to repay Priority Tax Debt within the statutorily required
period, maintain its pre-petition obligations to its equipment and
vehicle lenders, and make interest-only payments to the Creditors
secured by the Yuma Property. The Debtor anticipates that the sale
will generate sufficient funds to pay both Chase and Bastien in
full and potentially provided a return to the ADOR. The Debtor will
use its remaining projected disposable income to fund payments to
General Unsecured Creditors after satisfying these debts.
A full-text copy of the Plan of Reorganization dated July 31, 2023
is available at https://urlcurt.com/u?l=egMUMh from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Thomas H. Allen, Esq.
David B. Nelson, Esq.
Allen, Jones & Giles, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Phone: 602-256-6000
Fax: 602-252-4712
Email: tallen@bkfirmaz.com
About Cox Industrial Services
Cox Industrial Services, LLC operates an agricultural engineering
and fabrication business focusing on industrial refrigeration. It
is based in Yuma, Ariz.
Cox Industrial Services sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02866) on May 2,
2023, with $5,793,413 in assets and $4,238,957 in liabilities.
Randy Cox, owner, signed the petition.
Judge Scott H. Gan oversees the case.
Thomas H. Allen, Esq., at Allen, Jones & Giles, PLC, represents the
Debtor as legal counsel.
CUMULUS MEDIA: $525M Bank Debt Trades at 21% Discount
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Participations in a syndicated loan under which Cumulus Media New
Holdings Inc is a borrower were trading in the secondary market
around 79.1 cents-on-the-dollar during the week ended Friday,
August 4, 2023, according to Bloomberg's Evaluated Pricing service
data.
The $525 million facility is a Term loan that is scheduled to
mature on March 31, 2026. About $334.7 million of the loan is
withdrawn and outstanding.
Headquartered in Atlanta, Ga., Cumulus Media New Holdings Inc. is
the third largest radio broadcaster in the U.S. with 405 stations
in 86 markets, a nationwide network serving more than 9,500
broadcast affiliates, and numerous digital channels. In addition,
Cumulus has several digital businesses (including podcasting,
streaming, and marketing services), and live events. Cumulus
emerged from Chapter 11 bankruptcy protection in June 2018.
DE LA REINA: Hires Wauson | King as Bankruptcy Counsel
------------------------------------------------------
De La Reina Developments Corporation seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Wauson King as general bankruptcy counsel.
The firm's services include:
a. preparing and filing of any required initial pleadings such
as this application to employ, the disclosure of compensation,
petition, schedules, statement of financial affairs, and other
required pleadings and or filings;
b. notifying creditors regarding the filing of the chapter 11
proceeding;
c. rendering bankruptcy related legal advice to De la Reina
regarding its continued operation and management of property and
adequate protection;
d. preparing and filing of any amendments needed to the
Debtor's Chapter 11 schedules, statement of financial affairs, or
related initial pleadings;
e. representing De la Reina at the initial debtor interview
with the U.S. Trustee and Meeting(s) of Creditors and required
reports;
f. representing De la Reina in any and all matters related to
post-petition administrative matters or matters involving the
Debtor's assets and liabilities and financial affairs;
g. representing De la Reina in any and all matters related to
any refinance of property application(s) to employ professionals;
h. evaluating and is advisable, representing De la Reina with
respect to any adversary proceeding related to any prepetition
transfers by the Debtor, recovery of any preferences, turnover
actions, liens against property of the estate, and/or property of
the estate;
i. representing De la Reina with respect to negotiations for
the assumption or rejection of any unexpired leases of
nonresidential, real property or executory contracts and preparing
and filing any pleadings necessary to assume, accept, or reject any
such leases or contracts;
j. representing De la Reina with respect to preparing
disclosure(s) statement and plan(s) of reorganization on behalf of
De la Reina and assisting De la Reina in obtaining confirmation of
a plan of reorganization;
k. representing De la Reina with respect to objections to
proofs of claim and allowance or disallowance of claims against the
Debtor;
l. representing De la Reina with respect to consummation of
the plan of reorganization and other post-confirmation matters
necessary to the implementation of the plan of reorganization; and
m. representing De la Reina in other core and related to
matters.
The firm will be paid at these rates:
Anabel King $400 per hour
John Wesley Wauson $450 per hour
Sharon Dianiska $125 per hour
Lidia Bulnes $100 per hour
Jonathan Hernandez $50 per hour
The firm received a retainer in the amount of $9,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anabel King, Esq., a partner at Wauson King, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Anabel King, Esq.
52 Sugar Creek Center Blvd., Suite 325
Sugar Land, TX 77478
Tel: (281) 242-0303
Facsimile: (281) 242-0306
Email: aking@w-klaw.com
About De La Reina Developments Corporation
De La Reina Developments Corporation is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)). The Debtor owns
property 134 E. Bracebridge Circle, Spring Texas. The Debtor
believes the Property's current value is between $1.24 million and
$1.52 million.
De La Reina Developments Corporation sought relief under Subchapter
V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case
No. 23-32488) on July 3, 2023. In the petition filed by Juan Luis
Perez Soberon, as president and director, the Debtor reported total
assets of $1,520,000 and total liabilities of $1,607,799.
Sylvia Mayer has been appointed as Subchapter V Trustee.
The Debtor is represented by Anabel King, Esq. at Wauson King.
DIFFUSION PHARMACEUTICALS: Board Appoints New Director
------------------------------------------------------
The Board of Directors of Diffusion Pharmaceuticals Inc. appointed
Jill Davidson as a director of the Company effective July 26, 2023.
Upon Ms. Davidson's appointment as a director of the Company, the
size of the Board was expanded from six to seven members. No
decision has been made as to the Board standing committees upon
which Ms. Davidson will serve, if any.
Ms. Davidson, 66, currently serves as president of Fast Scripts
LLC, an early-stage medical service provider to individuals
recovering from opioid addiction, a position she has held since
March 2021; co-manager of SkiProp LLC, an owner of rental
properties, a position she has held since April 2015; and Manager
of Davidson LLC, an owner of various businesses and rental
properties, a position she has held since 1996. Previously, Ms.
Davidson served as Vice President of Omnicare, Inc., a
comprehensive pharmaceutical and chronic care service provider,
from 1997 to 1999, and as chief operating officer of Clasen Long
Term Care Pharmacy, a medical services provider, from 1989 until it
was acquired by Omnicare in 1997. Ms. Davidson has also previously
served as president of the Missouri-Illinois Gateway Hemophilia
Association, from 2002 to 2003, and Vice President of the National
Pharmacy Roundtable, from 1995 to 1996. Ms. Davidson received her
B.A. in Pharmacy from the University of Kentucky, College of
Pharmacy. There are no family relationships between Ms. Davidson
and any director or executive officer of the Company.
In connection with her appointment to the Board, Ms. Davidson and
the Company entered into the Company's standard form of director
indemnification agreement upon her appointment, and Ms. Davidson
will receive the compensation payable to the Company's non-employee
directors in accordance with the Company's policy regarding the
same, as in effect from time-to-time.
Ms. Davidson was appointed as a director of the Company in
accordance with the Company's obligations under the Settlement
Agreement, dated as of Dec. 15, 2022, by and among the Company,
Wasatch Peaks Capital Management Master Fund Ltd. (f/k/a LifeSci
Special Opportunities Master Fund Ltd.), LifeSci Special
Opportunities Partners L.P., LifeSci Special Opportunities Offshore
Fund, Ltd., LifeSci Special Opportunities Partners GP, LLC, LifeSci
Management Company LLC, Pirate Cove Capital Ltd. and David Dobkin.
Pursuant to the Settlement Agreement, Ms. Davidson's term will
expire upon the earlier of (i) the Company's annual meeting of
stockholders in 2023 and (ii) the LifeSci Group ceasing to
beneficially own an aggregate Net Long Position (as defined in the
Settlement Agreement) of at least 96,976 shares of the Company's
common stock.
On March 30, 2023, the Company entered into an Agreement and Plan
of Merger with EIP Pharma, Inc. and Dawn Merger Sub, Inc. pursuant
to which, among other things, and subject to the satisfaction or
waiver of certain conditions set forth therein, Merger Sub will
merge with and into EIP, with EIP continuing as the Company's
wholly-owned subsidiary. Pursuant to Section 6.19 of the Merger
Agreement, the Company is entitled to designate two of the seven
directors that will serve on the Company's post-transaction board
of directors in the event the Company's proposed Merger with EIP is
completed. Accordingly, in connection with Ms. Davidson's
appointment, the Board also determined, pursuant to Section 6.19(a)
of the Merger Agreement and solely to fulfill the Company's
obligations under the Settlement Agreement, that Ms. Davidson would
join Ms. Jane Hollingsworth as the two Company Designees.
It is the Company's expectation that, if the Merger is completed,
at or shortly following the effective time, the Company's
post-transaction board of directors will be expanded to include
Robert J. Cobuzzi, Jr. as the eighth director. However, any such
appointment will be subject to the discretion and approval of the
Company's board of directors at the time of such appointment.
About Diffusion Pharmaceuticals
Diffusion Pharmaceuticals Inc. is a biopharmaceutical company
developing novel therapies that enhance the body's ability to
deliver oxygen to the areas where it is needed most. The Company's
lead product candidate, TSC, is being developed to enhance the
diffusion of oxygen to tissues with low oxygen levels, also known
as hypoxia, a serious complication of many of medicine's most
intractable and difficult-to-treat conditions.
Diffusion reported a net loss of $15.59 million in 2022, a net loss
of $24.10 million in 2021, a net loss of $14.18 million in 2020,
and a net loss of $11.80 million in 2019.
DVD FACTORY: Seeks to Tap Jennifer Liu of JMLIU as Accountant
-------------------------------------------------------------
DVD Factory, Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Jennifer Liu, owner of
JMLIU CPA Accountancy Corp, as its accountant.
he accounting services to be rendered by Ms. Liu include preparing
monthly operating reports, setting up 20 Quickbooks account system,
providing data necessary for interim statements, and booking
services.
Ms. Liu received a retainer in the amount of $5,000.
The Debtor agrees to pay the accountant an hourly fee of $350.
Ms. Liu disclosed in a court filing that she does not have prior
connection with the Debtor and does not hold any pre-bankruptcy
claim.
Ms. Liu can be reached at:
Jennifer M. Liu, CPA, MBT
JMLIU, CPA, Accountancy Corp.
9454 Wilshire Blvd. Ste 628
Beverly Hills, CA 90212
Cell Phone: (310) 801-2479
Email: jmliucpa@gmail.com
About DVD Factory
DVD Factory, Inc., a company in Valencia, Calif., filed its
voluntary petition for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 23-11085) on Feb. 27, 2023, with $1,463,452 in assets and
$2,051,540 in liabilities. Daniel J. Quinn, president and chief
executive officer, signed the petition.
Judge Deborah J. Saltzman oversees the case.
The Law Offices of Michael Jay Berger serves as the Debtor's
bankruptcy counsel.
ELIZABETH JANE: Amends Plan to Include Post-Petition Loan Claims
----------------------------------------------------------------
Elizabeth Jane, Inc., submitted a Restated Subchapter V Plan of
Reorganization dated July 30, 2023.
The Debtor has identified a Proposed Dip Lender who is amenable to
loaning the Debtor $100,000, with interest at the rate of 12% per
annum.
By its nature, DIP Financing is typically costly financing due, in
part, to the inherent risk of making a loan to a debtor in a
bankruptcy proceeding. Notwithstanding, the Debtor's Plan relies on
the ability of the Debtor to acquire inventory in advance of the
holiday season. The Debtor is finalizing the terms of such
financing, which will be the subject of a motion seeking approval
of the Bankruptcy Court to obtain the DIP Financing.
Class 2 consists of the Secured Claim of Manufacturers and Traders
Trust Company in the amount of $152,053.28. Class 2 consists of the
Secured Claim of Manufacturers and Traders Trust Company ("M&T
Bank") on account of advanced to the Debtor (i) a Term Promissory
Note dated on or about July 3, 2019 in the original principal
amount of $200,000 (the "Term Note"); and a (ii) Business Line of
Credit Promissory Note dated on or about July 3, 2019 in the
original principal amount of $25,000 (the "LOC Note"), each
evidenced by proof of claims numbers 5 and 6 filed in the
Bankruptcy Court (the Term Note and LOC Note are referred to
collectively as the "Notes").
By the Plan, the Term Note shall be modified in the following
manner: the Term Note shall be amortized over a period of 10 years,
accruing interest at the fixed rate of 8% per annum, which shall be
prospective commencing on the Effective Date, provided, however,
all amounts due under the Term Note, including principal, interest,
fees and costs, if any, shall be due in a balloon payment on or
before August 3, 2032. During the term of the Plan, the Debtor
shall make monthly payments under the Term Note in the amount of
$1,534.98. M&T Bank shall retain its liens on account of the Term
Note to the same extent and priority such liens existed on the
Petition Date, until such time as the Term Note is paid in full.
Class 3 consists of Allowed General Unsecured Claims. In full and
complete satisfaction, discharge and release of Class 3 Claims, the
Debtor shall pay Holders of Allowed Class 3 Claims, without
interest, their pro-rata share of all projected disposable income
of the Debtor on November 15, 2023 and June 15, 2024, and on the
15th day of each January and June thereafter during the term of
this 60-month Plan. The sum of scheduled and filed Class 3
Unsecured Claims against the Debtor is approximately $813,705.00,
which includes the wholly under-secured secured claims of (i) the
Small Business Administration (EIDL loan) in the amount of
$150,000.00; (ii) Fresh Funding Solutions, Inc. in the amount of
$61,316.00; and (iii) Balboa Capital Corporation in the amount of
$98,001.00.
As set forth more fully in Appendices D-2 and Appendix D-4,
beginning on November 15, 2023 and June 15, 2024, and on the 15th
day of each January and June thereafter during the term of this
Plan, Holders of Class 3 General Unsecured Claims shall receive
distributions in the amount of approximately 15% of Allowed Class 3
Claims. Class 3 is Impaired.
Class 4 consists of Post-Petition Debtor-in-Possession Loan:5 The
Debtor intends to seek approval of Debtor-in-Possession Financing
("DIP Financing") in the amount of $100,000 (the "Proposed DIP
Loan"). The Proposed DIP Loan shall be used to purchase inventory
for the 2023 holiday season. Subject to Bankruptcy Court approval,
which the Debtor has or will bring by separate motion and notice of
motion, DLR White, LLC, or its assigns (the "Proposed DIP Lender")
has agreed to provide DIP Financing to the Debtor in the principal
amount of $100,000, with interest at the rate of 12% per annum. If
approved, the Proposed DIP Loan will be advanced to the Debtor on
or about September 1, 2023.
The Debtor shall make interest only payments to the Proposed DIP
Lender while the Proposed DIP Loan is outstanding. All amounts then
due and owing under the Proposed DIP Loan, including interest, fees
and costs, shall be repaid on or before December 31, 2023,
provided, however, that, except as otherwise consented to by M&T
Bank in writing, the value of M&T Bank's collateral on the date the
Proposed DIP Loan is repaid (i.e. after the Proposed DIP Loan is
repaid) shall not be less than $100,000.
During the term of this Plan, the Debtor shall pay all available
disposable income necessary for the performance of the Plan, which
disposable income shall be from revenues and, to the extent
applicable, the recovery of any avoidance actions.
The term of the Plan begins on the Effective Date and ends on the
60th month subsequent thereto.
A full-text copy of the Restated Plan dated July 30, 2023 is
available at https://urlcurt.com/u?l=IgDf4t from PacerMonitor.com
at no charge.
Counsel for Debtor:
Steven L. Goldberg, Esq.
McNamee Hosea, PA
6404 Ivy Lane, Suite 820
Greenbelt, MD 20770
Telephone: (301) 441-2420
Facsimile: (301) 982-9450
Email: goldberg@mhlawyers.com
About Elizabeth Jane
Elizabeth Jane, Inc., is a Maryland corporation formed in 2011. The
Debtor operates a retail store located in Ellicott City, Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-12802) on April 24,
2023. In the petition signed by Tamara Beideman, president, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge David E. Rice oversees the case.
Steven L. Goldberg, Esq., at McNamee Hosea, P.A., is the Debtor's
legal counsel.
ENERGY ACQUISITION: $115M Bank Debt Trades at 22% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Energy Acquisition
Co Inc is a borrower were trading in the secondary market around
78.2 cents-on-the-dollar during the week ended Friday, August 4,
2023, according to Bloomberg's Evaluated Pricing service data.
The $115 million facility is a Term loan that is scheduled to
mature on June 26, 2026. The amount is fully drawn and
outstanding.
Energy Acquisition Company, Inc. manufactures electronics
components.
EYECARE PARTNERS: $110M Bank Debt Trades at 20% Discount
--------------------------------------------------------
Participations in a syndicated loan under which EyeCare Partners
LLC is a borrower were trading in the secondary market around 80.1
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $110 million facility is a Delay-Draw Term loan that is
scheduled to mature on November 15, 2028.
EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a
medically focused eye care services provider. EyeCare Partners is
vertically integrated, providing optometry, ophthalmology and
retail products.
FARADAY FUTURE: Appoints Lev Peker to Board of Directors
--------------------------------------------------------
Faraday Future Intelligent Electric Inc. announced that the Board
of Directors of the Company unanimously appointed Lev Peker as a
member of the Board and as a member and the Chair of the Audit
Committee of the Board.
Mr. Peker is an automotive and retail experienced C-Suite executive
who has served in the CEO role as well as on the board of directors
at various public and private organizations. He has a
results-driven mindset and a strong track record of performance in
turnaround and high-paced organizations. Mr. Peker is currently
the CEO of PartsiD, a leading digital commerce platform for the
automotive aftermarket. Prior to that, Mr. Peker was the CEO of
CarLotz, a nationwide used car consignment retailer (which recently
merged with Shift Technologies). Prior to that role, Mr. Peker was
the CEO of CarParts.com from 2019-2022 where he oversaw a more than
doubling of annual revenue, a nearly fourfold improvement in EBITDA
and an increase in market capitalization of over 500%. He also led
the organization through a turnaround and strategic repositioning,
while creating a 3-year plan to increase operational efficiency,
maximize inventory, and improve the customer experience. Mr. Peker
has also held various executive roles at Adorama, Sears Holdings
Corporation and US Auto Parts in his career. Mr. Peker is a
Certified Public Accountant (CPA), has an MBA from The Anderson
School of Management at UCLA and a BS in Accounting from USC's
Marshall School of Business.
On July 31, 2023, Adam He provided a letter of resignation as
interim Board Chairman, member of the Board and member of the Audit
Committee, Compensation Committee, Nominating & Corporate
Governance Committee, and Selection Committee, effective
immediately. The Company thanks Mr. He for his valuable service as
a member of the Board.
"We are honored to have an automotive and retail industry veteran
like Mr. Peker join our team during this exciting and pivotal
period of the Company," said Xuefeng ("XF") Chen, global chief
executive officer of FF. "Mr. Peker will provide valuable
experience and leadership along with the rest of the Board that
will help guide us as we begin the deliveries of the FF 91 2.0
Futurist Alliance to our first group of users."
About Faraday Future
Gardena, CA-based Faraday Future (NASDAQ: FFIE) --
http://www.ff.com-- is a luxury electric vehicle company. The
Company has pioneered numerous innovations relating to its
products, technology, business model, and user ecosystem since
inception in 2014. Faraday Future aims to perpetually improve the
way people move by creating a forward-thinking mobility ecosystem
that integrates clean energy, AI, the Internet.
Faraday Future reported a net loss of $552.07 million for the year
ended Dec. 31, 2022, a net loss of $516.50 million for the year
ended Dec. 31, 2021, compared to a net loss of $147.08 million for
the year ended Dec. 31, 2020.
New York, NY-based Mazars USA LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 9, 2023, citing that the Company has incurred operating
losses since inception, has continued cash outflows from operating
activities, and has an accumulated deficit. These conditions raise
substantial doubt about its ability to continue as a going concern.
FGV FRESNO: Hearing of Disclosures Continued to Sept. 27
--------------------------------------------------------
Judge Scott C. Clarkson has entered an order that the Hearing on
FGV Fresno LP, a California limited Partnership's Disclosure
Statement is continued to September 27, 2023, at 1:30 p.m. and the
current hearing presently set for August 15, 2023, at 10:30 a.m. is
vacated.
The case status conference is also continued to September 27, 2023,
at 1:30 p.m., with a status report due 14 days in advance.
Attorneys for FGV Fresno LP, a California limited partnership:
Robert P. Goe, Esq.
Reem J. Bello, Esq.
GOE FORSYTHE & HODGES LLP
17701 Cowan, Suite 210
Irvine, CA 92614
Telephone: (949) 798-2460
Facsimile: (949) 955-9437
E-mail: RGoe@goeforlaw.com
RBello@goeforlaw.com
About FGV Fresno
FGV Fresno LP, a limited partnership in Irvine, Calif., is
primarily engaged in renting and leasing real estate properties.
FGV Fresno filed its voluntary petition for Chapter 11 protection
(Bankr. C.D. Calif. Case No. 23-10170) on Jan. 31, 2023, with $10
million to $50 million in assets and $1 million to $10 million in
liabilities. Judge Scott C. Clarkson oversees the case.
The Debtor tapped Robert P Goe, Esq., at Goe Forsythe & Hodges, LLP
as legal counsel.
FORMING MACHINING: $260M Bank Debt Trades at 19% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Forming Machining
Industries Holdings LLC is a borrower were trading in the secondary
market around 81.1 cents-on-the-dollar during the week ended
Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $260 million facility is a Term loan that is scheduled to
mature on October 9, 2025. The amount is fully drawn and
outstanding.
Forming Machining Industries Holdings, LLC is a supplier of
specialized components, primarily for the aerospace industry. The
Company specializes in large scale parts and complex subassemblies.
Its products include door, nacelle and wing structures.
GEO REAL ESTATE: Gets OK to Hire First Colorado Land as Broker
--------------------------------------------------------------
Geo Real Estate, LLC received approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Jeff Post and Laura
Ostrom of the First Colorado Land Office as its real estate
brokers.
The brokers will list and sell the Debtor's properties located at
20 Lariat Loop, T13 R76 S20 SE3
Western Union Ranch Filing 02 Lot 0114, Parcel ID R0031989, 2
acres, Hartsel, Colorado ("20 Lariat Loop") and 12 Lariat Loop, T13
R76 S20 SE4 Western Union Ranch Filing 02 Lot 0116, Parcel ID
R0031991, 2 acres, Hartsel, Colorado.
The firm will receive a commission equal to 5 percent of the gross
sales price. The broker will contribute 2.5 percent from the gross
commission to either a buyer's agent or transaction broker.
First Colorado Land Office does not hold or represent any interest
adverse to the Debtor or the Debtor's estate and is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Jeff Post
Laura Ostrom
First Colorado Land Office
7385 U.S. 50
Salida, CO 81201
Cell: (719) 539-8909
Office: (719) 539-6682 Ext. 20
Email: Post@FirstColorado.com
About Geo Real Estate
Geo Real Estate, LLC sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-12495) on June
13, 2023. At the time of filing, the Debtor estimated $1,000,001 to
$10 million in both assets and liabilities.
Judge Michael E Romero oversees the case.
Jeffrey Weinman, Esq. at Allen Vellone Wolf Helfrich & Factor P.C.
represents the Debtor as counsel.
GLOBAL MEDICAL: $1.94B Bank Debt Trades at 35% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Global Medical
Response Inc is a borrower were trading in the secondary market
around 64.9 cents-on-the-dollar during the week ended Friday,
August 4, 2023, according to Bloomberg's Evaluated Pricing service
data.
The $1.94 billion facility is a Term loan that is scheduled to
mature on March 14, 2025. About $1.85 billion of the loan is
withdrawn and outstanding.
Global Medical Response Inc and GMR Buyer Corp provide emergency
air medical services.
GLOBAL MEDICAL: $1.98B Bank Debt Trades at 35% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Global Medical
Response Inc is a borrower were trading in the secondary market
around 64.9 cents-on-the-dollar during the week ended Friday,
August 4, 2023, according to Bloomberg's Evaluated Pricing service
data.
The $1.98 billion facility is a Term loan that is scheduled to
mature on October 2, 2025. About $1.94 billion of the loan is
withdrawn and outstanding.
Global Medical Response Inc and GMR Buyer Corp provide emergency
air medical services.
GOLYAN ENTERPRISES: Creditors to Get Proceeds From Liquidation
--------------------------------------------------------------
Golyan Enterprises LLC filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Disclosure Statement describing Plan
of Liquidation dated July 31, 2023.
The Debtor is a limited liability company formed and existing under
the laws of the State of New York. The Debtor's principal asset is
the Premises located in Rego Park, New York and the Debtor
maintains an office in Great Neck, New York.
The Debtor is a real estate investment company formed in or around
2008 and its business involves the purchase, ownership, management,
and rental of real estate for profit. The Debtor's founding members
were Faraidoon Daniel Golyan ("Daniel"), Joseph Golyan ("Joseph")
and Bijan Golyan ("Bijan" and together with Daniel and Joseph, the
"Founding Members").
On July 26, 2019, a foreclosure action was commenced by 99-44 62nd
Ave NY LLC, as assignee of Popular Bank, by the filing of a summons
and complaint (the "Complaint") against the Debtor, the Founding
Members and other defendants in the Supreme Court of the State of
New York, Queens County, Index Number 701980/2020 (the "Foreclosure
Action").
The Plan is a liquidating plan as all assets of the Debtor will be
liquidated to pay Allowed Claims against the Estate. This will be
accomplished by both the sale of various assets, and the litigation
and monetization of causes of action.
As emphasized throughout the Plan, the Debtor's primary goal is to
market and sell the Debtor's real property commonly known as 99-44
62nd Avenue, Rego Park, New York 11374, in the Borough of Queens,
Block: 2107, Lot 24 (the "Premises"). The Premises is improved by a
six story elevatored residential apartment building containing 62
apartments and a parking garage. The Premises have been under the
control of the Receiver since at least September of 2020.
Class 1 shall consist of the Allowed RPL Secured Claim. RPL asserts
that as of the Petition Date it is owed not less than approximate
amount of $10,470,070.00 plus accrued interest, costs, and fees by
the Debtor. The Plan shall provide for payment of the Allowed
Secured Claim of RPL either in full or up to the amount of the Net
Sale Proceeds from the sale of the Premises less any "Carve Outs"
set forth in the Cash Collateral Order. RPL retains its right to
credit bid its Allowed Secured Claim at the Sale. This Class is
impaired and is entitled to vote on the Plan.
Class 2 shall consist of all Allowed General Unsecured Claims. The
Debtor anticipates that General Unsecured Claims, when and if to
the extent Allowed, shall receive a pro rata distribution of the
Net Sale Proceeds from the sale of the Premises after payment of
all Allowed Administrative, Priority and Secured Claims to be paid
by the Debtor within 60 days after the Effective Date, with
interest at the federal judgment rate in effect on the Confirmation
Date, if the Claims are paid in full. The last date for creditors
to file claims is August 11, 2023. Class 2 Claimants are impaired.
Class 3 shall consist of all Allowed Equity Interests. In the event
there are sufficient Sale Proceeds to pay all prior classes in
full, Class 3 Claimants shall retain all existing pre-petition
Equity Interests in the Debtor effective as of the Effective Date.
In the event that there are insufficient funds for same, Class 3
claimants shall not retain their interests and are deemed to reject
the Plan. If there are sufficient assets left after the payments of
the Sale Proceeds, Class 3 Claimants are unimpaired, are not
eligible to vote on the Plan and are deemed to have accepted the
Plan.
The Plan shall be funded through a combination of: (i) sale
proceeds from the sale of the Premises; (ii) rents and other
amounts that may be collected during the Bankruptcy Case, and (iii)
proceeds recovered from any causes of action.
A full-text copy of the Disclosure Statement dated July 31, 2023 is
available at https://urlcurt.com/u?l=zCOFBp from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Nico G. Pizzo, Esq.
Avrum J. Rosen, Esq.
The Law Offices of Avrum J. Rosen, PLLC
38 New Street
Huntington, NY 11743
Telephone: (631) 423-8527
Email: npizzo@ajrlawny.com
arosen@ajrlawny.com
About Golyan Enterprises
Golyan Enterprises, LLC owns a residential apartment building
located at 99-44 62nd Ave., Rego Park, N.Y. The property is valued
at $12 million.
Golyan Enterprises filed its voluntary petition for Chapter 11
protection (Bankr. E.D.N.Y. Case No. 23-41647) on May 11, 2023,
with $12,000,500 in assets and $10,472,736 in liabilities.
Faraidoon Golyan, co-managing member, signed the petition.
Judge Nancy Hershey Lord oversees the case.
The Law Offices of Avrum J. Rosen, PLLC, serves as the Debtor's
bankruptcy counsel.
GOOD HANDS MEDICAL: Hires The Lane Law Firm as Counsel
------------------------------------------------------
Good Hands Medical & Transportation, LLC seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
The Lane Law Firm, PLLC as counsel.
The firm will provide these services:
a. assist, advise and represent the Debtor relative to the
administration of the chapter 11 case;
b. assist, advise and represent the Debtor in analyzing the
Debtor's assets and liabilities, investigating the extent and
validity of lien and claims, and participating in and reviewing any
proposed asset sales or dispositions;
c. attend meetings and negotiate with the representatives of
the secured creditors;
d. assist the Debtor in the preparation, analysis and
negotiation of any plan of reorganization and disclosure statement
accompanying any plan of reorganization;
e. take all necessary action to protect and preserve the
interests of the Debtor;
f. appear, as appropriate, before this Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of Debtor before said Courts and the United
States Trustee; and
g. perform all other necessary legal services in these cases.
The firm will be paid at these rates:
Robert C. Lane $550 per hour
Joshua D. Gordon $500 per hour
Associate Attorneys $375 to $425 per hour
Bankruptcy paralegals/legal assistants $150 to $190 per hour
The firm received a retainer in the amount of $30,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert C Lane, Esq., a partner at The Lane Law Firm, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Robert C Lane, Esq.
The Lane Law Firm, PLLC
6200 Savoy, Suite 1150
Houston, Texas 77036
Tel: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
About Good Hands Medical & Transportation
Good Hands Medical Transportation, LLC provides non-emergency
medical transportation in Houston, Texas.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32634) on July 13,
2023, with $166,380 in assets and $2,326,632 in liabilities. Hazem
Anwar Bataineh, owner and director, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
Robert C. Lane, Esq., at The Lane Law Firm is the Debtor's legal
counsel.
GRADE A HOME: Amends Toorak Capital Secured Claims Pay Details
--------------------------------------------------------------
Grade A Home, LLC, submitted a Second Amended Subchapter V Plan
dated July 31, 2023.
The Debtor is a holding company that owns and manages two
residential properties (individually a "Property" and collectively,
the "Properties") in the Braes Bayou neighborhood of Houston,
Texas.
The Debtor successfully emerged from Chapter 11 bankruptcy on
January 27, 2021, but was forced to refile for bankruptcy relief on
March 6, 2023 due to unanticipated repair costs and diminished
rental income.
Class 1 shall consist of Allowed Claims secured by the Debtor's
real property located at 4130 N Braeswood Dr., Houston, Texas,
77025 and 4319 Woodvalley Dr., Houston, Texas, 77096 (collectively,
the "Properties"). Class 1 shall consist of secured claims held by
Toorak Capital Partners LLC.
Commencing the first day of the calendar month following the
Effective Day, the Reorganized Debtor shall pay Toorak monthly
payments in Cash of $6,675.00 to be applied on a Pro Rata basis as
to the two secured claims with interest bearing on the secured
claims, from the Effective Date, at the rate of 11.25% per annum
for a period of eighteen 18 months. By February 1, 2025, the
remaining secured claims shall be paid in full by the Reorganized
Debtor.
The Reorganized Debtor will pay holders of Claims in Class 1
monthly payments of $6,675.00 for a period of 18 months with the
remaining secured claims being paid with the remaining secured
claims being paid no later than February 1, 2025. Any failure of
the Reorganized Debtor to (i) timely make its required plan
payments to Toorak, (ii) comply with the marketing and sale
milestones, or (iii) act reasonably with respect to an offer
received for the Properties shall constitute an event of default
under the plan as to Toorak (a "Default"):
* Not later than August 31, 2023, the Reorganized Debtor will
list the Properties for sale at a price equal to or greater than
115% the outstanding balance of Toorak's outstanding secured claims
as of August 31, 2023.
* After the Properties have been listed for 45 calendar days,
if no sale contract is pending, the Reorganized Debtor will reduce
the listing price for the Properties by 5% and will continue to
reduce the listing price every 45 calendar days thereafter by 5%
until such time that there is a signed contract.
Upon Default, Toorak shall send a Notice of Default to the
Reorganized Debtor. If Default is not cured within 30 days of the
date of such notice, Toorak may proceed to collect all amounts owed
pursuant to state law without further recourse to the Bankruptcy
Court. Toorak is only required to send 2 Notices of Default, and
upon the third event of default, Toorak may proceed to collect all
amounts owed under state law without further notice. While Default
remains uncured, (a) the Reorganized Debtor is prohibited from
filing another case under any chapter of the Bankruptcy Code; and
(b) the Reorganized Debtor and its affiliates, owners, agents and
employees are prohibited from interfering with Toorak's rights to
the collateral securing its secured claims. Class 1 is impaired and
entitled to vote on the Plan.
Like in the prior iteration of the Plan, holders of claims in Class
3 Allowed General Unsecured Claims shall receive monthly Pro Rata
Cash payments of $250.00, reflecting the Debtor's Disposable Income
for a period of eighteen 18 months.
The payments contemplated in this Plan shall be funded from income
generated from long term rentals of the Properties and the sale of
the Properties. The Debtor is currently in the process of repairing
the Properties and will begin marketing the Properties for sale and
sell the Properties no later than eighteen 18 months from the
Effective Date.
A full-text copy of the Second Amended Subchapter V Plan dated July
31, 2023 is available at https://urlcurt.com/u?l=GNo1Jg from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Susan Tran Adams, Esq.
Tran Singh, LLP
2502 La Branch St.
Houston, TX 77004
Telephone: (832) 975-7300
Facsimile: (832) 975-7301
Email: stran@ts-llp.com
About Grade A Home
Grade A Home LLC is a holding company that owns and manages two
residential properties (individually a "Property" and collectively,
the "Properties") in the Braes Bayou neighborhood of Houston,
Texas. The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30798) on March 6,
2023. In the petition signed by Muhammad Amir Sharif, member, the
Debtor disclosed $1 million to $10 million in both assets and
liabilities.
Susan Tran Adams, Esq., at Tran Singh, LLP serves as the Debtor's
legal counsel.
GREENWAY HEALTH: $526M Bank Debt Trades at 18% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Greenway Health LLC
is a borrower were trading in the secondary market around 82.4
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $526 million facility is a Term loan that is scheduled to
mature on February 16, 2024. About $499.7 million of the loan is
withdrawn and outstanding.
Greenway Health provides ambulatory solutions and services for
electronic health records, practice management, electronic data
interchange, practice analytics, population health, and revenue
cycle management.
GREYSTAR REAL ESTATE: S&P Rates New Senior Secured Notes 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Greystar Real Estate Partners LLC's
(BB-/Positive/--) proposed $400 million senior secured notes. The
'3' recovery rating indicates its expectation for meaningful
(50%-70%; rounded estimate: 65%) recovery for lenders in the event
of a payment default.
The company plans to use the proceeds from the notes, along with
the previously announced $400 million senior secured term loan, to
refinance its existing $580 million senior secured debt, repay
borrowings on its revolving credit facility, and add cash to the
balance sheet.
S&P doesn't expect the proposed transaction to affect the company's
net leverage of 2x-3x. Its positive outlook on Greystar for the
next 12 months incorporates its expectations of debt to EBITDA
staying below 3.0x, EBITDA interest coverage staying above 6.0x,
and the company maintaining its leading market position in
multifamily property management services, despite ongoing
litigation and headwinds from high inflation and interest rates.
GUARDIAN BASEBALL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Guardian Baseball, LLC
3300 Ruckriegel Pkwy Ste 104
Louisville, KY 40299
Business Description: Guardian Baseball is a digital retailer that
supplies the largest selection of baseball
and softball gear at the best price in the
industry.
Chapter 11 Petition Date: August 3, 2023
Court: United States Bankruptcy Court
Western District of Kentucky
Case No.: 23-31813
Debtor's Counsel: Charity S. Bird, Esq.
KAPLAN JOHNSON ABATE & BIRD LLP
710 West Main Street
Fourth Floor
Louisville, KY 40202
Tel: (502) 540-8285
Fax: (502) 540-8282
Email: cbird@kaplanjohnsonlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zev Bernard as COO.
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/4JI3SPA/Guardian_Baseball_LLC__kywbke-23-31813__0001.0.pdf?mcid=tGE4TAMA
GUARDIAN FUND: Court OKs Appointment of Jeffrey Golden as Examiner
------------------------------------------------------------------
Judge Hilary Barnes of the U.S. Bankruptcy Court for the District
of Nevada approved the appointment by the U.S. Trustee for Region
17 of Jeffrey Golden, Esq., to serve as examiner in the Chapter 11
case of Guardian Fund, LLC.
Mr. Golden is a partner at Golden Goodrich, LLP, a law firm in
Costa Mesa, Calif.
Mr. Golden's disclosed in a court filing that he is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The examiner holds office at:
Jeffrey I. Golden, Esq.
Golden Goodrich, LLP
650 Town Center Drive, Suite 600
Costa Mesa, CA 92626
Tel: (714) 966-1000
Fax: (714) 966-1002
Email: jgolden@go2.law
About Guardian Fund
The WendellLa and Nancy King Family Trust and several other
creditors represented by Jeffrey L. Hartman filed a Chapter 7
involuntary petition (Bankr. D. Nev. Case No. 23-50117) against
Guardian Fund, LLC, a company in Reno, Nev., on March 17, 2023.
On April 11, 2023, Guardian Fund filed a Chapter 11 voluntary
petition (Bankr. D. Nev. Case No. 23-50233). At the time of the
filing, Guardian Fund reported $10 million to $50 million in assets
and $50 million to $100 million in liabilities.
On April 27, 2023, the Nevada bankruptcy court approved the
stipulation filed in both cases by Guardian Fund and the
petitioning creditors. The order directed the consolidation of the
two cases, with Case No. 23-50177 as the lead case, and set the
Chapter 11 petition date to March 17, 2023.
Judge Natalie M. Cox oversees the case.
Harris Law Practice, LLC serves as the Debtor's legal counsel.
On May 10, 2023, the U.S. Trustee for Region 17 appointed an
official committee to represent unsecured creditors in the Debtor's
Chapter 11 case. The committee is represented by its bankruptcy
attorney, Sallie B. Armstrong, Esq.
HALMAR LLC: Case Summary & Four Unsecured Creditors
---------------------------------------------------
Debtor: Halmar, LLC
10750 Wilshire Blvd., Suite 104
Los Angeles, CA 90024
Business Description: Halmar is a real estate development firm.
Chapter 11 Petition Date: August 5, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-15032
Judge: Hon. Barry Russell
Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
JEFFREY S. SHINBROT, APLC
15260 Ventura Blvd.
Suite 1200
Sherman Oaks, CA 91403
Tel: 310-659-5444
Fax: 310-878-8304
Email: jeffrey@shinbrotfirm.com
Total Assets as of August 4, 2023: $4,300,000
Total Debts as of August 4, 2023: $3,630,789
The petition was signed by Amir Sarbaz as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/XNA4VII/HALMAR_LLC__cacbke-23-15032__0001.0.pdf?mcid=tGE4TAMA
HAWKEYE ENTERPRISES: Taps Carmody MacDonald as Bankruptcy Counsel
-----------------------------------------------------------------
Hawkeye Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Missouri to hire Carmody
MacDonald P.C. as its bankruptcy counsel.
The firm's services include:
a. advising the Debtor with respect to its rights, power, and
duties in its Chapter 11 case;
b. assisting and advising the Debtor in its consultations with
any appointed committee related to the administration of its
bankruptcy case;
c. assisting the Debtor in analyzing the claims of creditors
and negotiating with such creditors;
d. assisting the Debtor in investigating its assets,
liabilities, financial condition and business;
e. advising the Debtor in connection with the sale of its
assets or business;
f. assisting the Debtor in its analysis of and negotiation
with any appointed committee or any third-party concerning matters
related to, among other things, the terms of a plan of
reorganization;
g. assisting and advising the Debtor with respect to any
communications with the general creditor body regarding significant
matters in its case;
h. commencing and prosecuting necessary and appropriate
actions or proceedings on behalf of the Debtor;
i. reviewing, analyzing or preparing legal documents;
j. representing the Debtor at all hearings and other
proceedings;
k. conferring with other professional advisors in providing
advice to the Debtor;
l. advising the Debtor regarding pending arbitration and
litigation matters in which it may be involved, including continued
prosecution or defense of actions and negotiations; and
m. performing all other necessary legal services.
The hourly rates of the firm's counsel and staff are as follows:
Partners $305 - $475
Associates $225 - $295
Paralegals/Law clerks $150 - $195
In addition, the firm will seek reimbursement for expenses
incurred.
The firm is currently holding the sum of $9,879 as a retainer.
Robert Eggmann, Esq., a partner at Carmody MacDonald, disclosed in
a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert E. Eggmann, Esq.
Thomas H. Riske, Esq.
Carmody MacDonald, PC
120 South Central Avenue, Suite 1800
St. Louis, MO 63105
Telephone: (314) 854-8600
Facsimile: (314) 854-8660
Email: ree@carmodymacdonald.com
thr@carmodymacdonald.com
About Hawkeye Enterprises
Hawkeye Enterprises, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No.
23-42494) on July 17, 2023. The petition was signed by Robert
Moellering as owner. At the time of filing, the Debtor estimated
$328,232 in assets and $1,488,755 in liabilities.
The Hon. Brian C. Walsh presides over the case.
Robert E. Eggmann, Esq., at Carmody MacDonald, PC represents the
Debtor as counsel.
HDT HOLDCO: S&P Downgrades ICR to 'CCC' on Deteriorating Liquidity
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on HDT Holdco
Inc. to 'CCC' from 'B' and its issue-level rating on its secured
first-lien term loan to 'CCC' from 'B'.
The negative outlook reflects S&P's expectation that the company's
liquidity will remain stressed until the demand for soft- and
hard-walled structures returns to 2022 levels and it ramps-up its
contracts with improved pricing.
The weak demand for hard- and soft-walled structures and HDT's
exposure to higher interest rates have weakened its liquidity
position. The company's financial performance has been constrained
over the past 12 months by a shift in U.S. Department of Defense
(DoD) spending away from hard and soft-walled structures, which led
to a material decline in its revenue. In addition, HDT's industry
has faced increased operating expenses due to supply chain and
inflationary pressures. Furthermore, the softer demand led to
slower inventory turnover, which has resulted in higher cash
absorption with respect to working capital. Interest expense has
been a significant drag on HDT's liquidity given its high exposure
to variable-rate debt. S&P said, "The company reported substantial
negative operating cash flow during fiscal year 2022 (ended June
30) and we forecast it will generate a deficit of between $5
million and $10 million in fiscal year 2023. We also forecast
modest capital expenditure (capex) of between $1.5 million and $3.0
million in 2023. We expect HDT will generate negative free
operating cash flow (FOCF) of between $7 million and $12 million
for fiscal year 2023, which will improve moderately in fiscal year
2024 to between a use of $5 million and an inflow of $2 million as
interest expense remains a material drag, given our expectation
that the Fed will not lower base rates until at least 2025."
S&P said, "We expect another year of material revenue declines
followed by a modest improvement in fiscal year 2024. The demand
across HDT's core end markets has been soft over the past two
years, which led its revenue to decline about 19% in fiscal year
2022. In addition, we anticipate its revenue will decline by
between 10% and 15% in fiscal year 2023. HDT's backlogs have
recently increased, which--along with the pricing improvements we
expect will take effect toward the end of the calendar year
supports our expectation its revenue will increase by between 3%
and 8% in fiscal year 2024. We anticipate HDT's EBITDA margins will
also decline for the second consecutive year, falling to between 3%
and 8% in 2023, due to labor and supply chain pressures. The
company has undertaken multiple cost-saving measures, which we
anticipate will improve its margins in the near term, though we
don't expect it will have as significant an impact as the
improvement in its pricing. We expect the company's EBITDA margins
will improve to between 5% and 10% in fiscal year 2024 but remain
below its 2021 high of 14%.
"We expect the company's liquidity will remain weak over the next
12 months. HDT currently has $13.4 million of balance sheet cash
and about $7 million of availability under its two revolving credit
facilities. The company's $40 million bank issued revolver, of
which $13.5 million has been drawn, is governed by a springing 6x
maximum leverage covenant, which is tested when the facility's
utilization reaches 35% (currently 32.5%). If HDT draws on the
facility such that it exceeds this level of utilization, we expect
it would fail the covenant test because its current leverage
exceeds 6x. At this time, the company can draw an additional $1
million from the bank revolving credit facility without triggering
the covenant. Additionally, HDT's sponsor has provided it with an a
$20 million revolving credit facility secured by inventory that
currently has about $6 million of availability. With these sources
of cash under consideration, we expect the company will face
challenges in satisfying its interest obligations that we expect
will exceed $30 million while also maintaining sufficient liquidity
to fund its operations while also satisfying debt amortization as
well as maintenance capital expenditures of between $1.5 million
and $3 million. HDT's debt amortization will decline to $7 million
in fiscal year 2024; however, its interest expense will remain a
concern given the possibility for additional rate hikes and its
exposure to variable-rate debt.
"The negative outlook on HDT reflects our expectation that the
company's liquidity will remain pressured by higher operating
costs, stemming from sustained supply chain bottlenecks and
elevated labor costs, and increased interest expense. We expect the
company will face some challenges in satisfying its debt
amortization and elevated interest obligations while maintaining
sufficient cash to cover its operations unless it realizes the
benefits from its pricing and operating improvements sooner than we
anticipate."
ESG credit indicators: E-2, S-2, G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of HDT, as is the case
for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of its controlling owners. This also reflects private-equity
owners' generally finite holding periods and focus on maximizing
shareholder returns."
HOLLOWAY CROSSING: Unsecureds Unimpaired in Plan
------------------------------------------------
Holloway Crossing, LLC, submitted an Amended and Restated Plan of
Reorganization dated July 26, 2023.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Under the Plan, Class 6 General Unsecured Claims are not impaired.
Debtor will pay the General Unsecured Creditors in full with
interest accruing at the annual rate of 4.25% on the Effective
Date. Debtor is not aware of any Holders of Class 6 Claims.
Nothing herein shall constitute an admission as to the nature,
validity, or amount of claim. Debtor reserves the right to object
to any and all claims.
The Plan provides that Debtor will sell or refinance its real
estate to pay the Class 4 and Class 5 claims under the Plan. Karen
Mullins has agreed to make herself obligated to Debtor to make
capital contributions to Debtor in the amounts necessary for Debtor
to pay claims other than Class 4 and 5 claims to the extent that
any come due under the Plan. Those capital contributions by Karen
Mullins to Debtor shall ensure Debtor's ability to make plan
payments other than the secured claims in Classes 4 and 5.
Attorneys for the Debtor:
Leon S. Jones, Esq.
JONES & WALDEN LLC
699 Piedmont Avenue, NE
Atlanta, GA 30308
Tel: (404) 564-9300
A copy of the Amended and Restated Plan of Reorganization dated
July 26, 2023, is available at bit.ly/456Bcv1 from
PacerMonitor.com.
About Holloway Crossing
Holloway Crossing LLC is a Single Asset Real Estate (as defined in
11 U.S.C. Sec. 101(51B)).
Holloway Crossing LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-56865) on Aug. 31,
2022. In the petition filed by Karen Mullins, as manager, the
Debtor reported assets between $1 million and $10 million and
liabilities between $100,000 and $500,000.
The Debtor is represented by Leon S. Jones of Jones & Walden, LLC.
HOME POINT: Moody's Ups CFR to B1 Following Mr. Cooper Transaction
------------------------------------------------------------------
Moody's Investors Service has upgraded Home Point Capital Inc.'s
corporate family rating to B1 from B3 and its senior unsecured
rating to B1 from Caa1 following Home Point's acquisition by Mr.
Cooper Group Inc. (B1 CFR) on August 1, 2023. Mr. Cooper Group Inc.
and its subsidiaries Nationstar Mortgage Holdings Inc. (B1 senior
unsecured) and Nationstar Mortgage LLC (B1 issuer rating) are
together known as Mr. Cooper. The rating action concluded the
review for upgrade of Home Point's ratings that was initiated on
May 11, 2023. Following the rating action, the outlook is stable.
Home Point's ratings and outlook are aligned with those of Mr.
Cooper.
"The upgrade reflects Home Point's stronger financial profile
following its acquisition by Mr. Cooper, which is better
capitalized, and has more liquidity and greater operating scale,"
said Stephen Lynch, Moody's Vice President.
Upgrades:
Issuer: Home Point Capital Inc.
Corporate Family Rating, Upgraded to B1 from B3
Senior Unsecured Global Notes, Upgraded to B1 from Caa1
Outlook Actions:
Issuer: Home Point Capital Inc.
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The upgrade of Home Point's ratings is the result of the
acquisition, in which the higher rated Mr. Cooper assumed all of
Home Point's assets and liabilities, including Home Point's $500
million 5% senior unsecured notes, which are due in February 2026.
Home Point's senior unsecured notes rank pari passu and have the
same corporate guarantee as Mr. Cooper's existing senior unsecured
notes. Following the action, Moody's will withdraw Home Point's
CFR.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade
As part of the Mr. Cooper corporate family, future rating movement
on Home Point's senior unsecured debt will be based on movement in
Mr. Cooper's ratings. The ratings on Mr. Cooper could be upgraded
if the company continues to demonstrate solid financial
performance, whereby long-term, through-the-cycle profitability as
measured by net income to average assets averages around 3.0%. In
addition, the company would need to maintain solid capital levels,
such as adjusted tangible common equity to adjusted tangible assets
of at least 17.5%, while preserving its servicing performance and
franchise value, and maintaining its current liquidity and funding
profile.
Factors that could lead to a downgrade
The ratings on Mr. Cooper could be downgraded if the company's
financial performance materially deteriorates, for example, if
capitalization falls and is expected to remain below 13.5% as
measured by adjusted tangible common equity to adjusted tangible
managed assets, or if through-the-cycle average net income to
assets falls is expected to be less than 1.5%, or if the company's
liquidity position deteriorates beyond an adequate buffer to its
debt covenants. In addition, the ratings could be downgraded in the
event of material negative regulatory actions that would impair Mr.
Cooper's franchise and ability to remain profitable. The long-term
senior unsecured debt and issuer ratings could be downgraded if the
company's ratio of secured debt to unsecured debt is expected to
remain above 14% for an extended period of time.
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
HTG MOLECULAR: C. Linscott Appointed as Chapter 11 Trustee
----------------------------------------------------------
Judge Kate Stickles of the U.S. Bankruptcy Court for the District
of Delaware approved the appointment of Christopher Linscott as
Chapter 11 trustee for HTG Molecular Diagnostics, Inc.
Mr. Linscott was appointed on July 25 by the U.S. Trustee for
Regions 3 and 9, the Justice Department's bankruptcy watchdog
overseeing HTG's Chapter 11 case.
Mr. Linscott is a certified public accountant and director at
Keegan Linscott & Associates, PC.
In court filings, Mr. Linscott disclosed that he is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
Mr. Linscott holds office at:
Christopher G. Linscott
Keegan Linscott & Associates, PC
3443 N. Campbell Ave., Suite 115
Tucson, AZ 85719-2328
Phone: 520-884-0176
Email: clinscott@keeganlinscott.com
About HTG Molecular Diagnostics
HTG Molecular Diagnostics, Inc. is a commercial-stage company that
develops and markets a technology platform to facilitate the
routine use of complex molecular profiling. The Tucson,
Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which
is comprised of instrumentation, consumables and software
analytics, automates the molecular profiling of genes and gene
activity.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023.
In the petition signed by Shaun McMeans, senior vice president and
chief financial officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Kate Sickles oversees the case.
Frederick B. Rosner, Esq., at The Rosner Law Group, LLC, is the
Debtor's legal counsel.
Silicon Valley Bank, as lender, is represented by Alex Rheaume,
Esq., at Morrison & Foerster LLP.
J.H.W. INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.H.W., Inc.
818 W. Union St.
Morganton, NC 28655
Chapter 11 Petition Date: August 4, 2023
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 23-40137
Judge: Hon. J. Craig Whitley
Debtor's Counsel: R. Keith Johnson, Esq.
LAW OFFICES OF R. KEITH JOHNSON, P.A.
1275 S. Hwy. 16
Stanley, NC 28164
Tel: 704-827-4200
Fax: 704-827-4477
Email: kjparalegal@bellsouth.net
Total Assets: $509,459
Total Liabilities: $2,023,601
The petition was signed by Wendell Fox as president/director.
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/EYNSOXI/JHW_Inc__ncwbke-23-40137__0001.0.pdf?mcid=tGE4TAMA
KIDDE-FENWAL INC: Committee Taps Hogan McDaniel as Delaware Counsel
-------------------------------------------------------------------
The official committee of unsecured creditors of Kidde-Fenwal Inc.
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Hogan McDaniel as its Delaware counsel.
The firm will render these services:
(a) advise the committee of its rights, powers and duties in
the Debtor's Chapter 11 case;
(b) assist and advise the committee in its consultations with
the Debtors relative to the administration of the case;
(c) review and analyze all applications, motions, orders,
statements of operations and schedules filed with the bankruptcy
court by the Debtor or third parties, advise the committee as to
their propriety, and, after consultation with the committee, take
appropriate action in furtherance of the committee's interests and
objectives;
(e) prepare on behalf of the committee any necessary motions,
applications, objections, answers, orders, reports and papers in
furtherance of the committee's interests and objectives;
(f) represent the committee at hearings held before the
Bankruptcy Court and communicate with the committee regarding the
issues raised, as well as the decisions of the Bankruptcy Court;
(g) assist the committee in analyzing the claims of the
Debtor's creditors and in negotiating with such creditors;
(h) assist with the committee's investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtors
and of the operation of the Debtors' businesses;
(i) assist the committee in its analysis of, and negotiations
with, the Debtor and/or its creditors concerning matters related
to, among other things, the terms of any plan or plans of
reorganization or liquidation or any section 363 sale; and
(j) perform all other necessary legal services as may be
required and are deemed to be in the interests of the committee in
connection with the Case, including advising the committee
regarding local practice and procedure.
The firm will charge these hourly fees:
Daniel K. Hogan $695
Garvan McDaniel $595
Daniel C. Kerrick $550
Paralegals $295
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Daniel Hogan, Esq., a member of the law firm of Hogan McDaniel,
disclosed in a court filing that his firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
Hogan McDaniel can be reached at:
Daniel K. Hogan, Esq.
Hogan McDaniel
1311 Delaware Avenue
Wilmington, DE 19806
Tel: (302) 656-7540
Email: dkhogan@dkhogan.com
About Kidde-Fenwal
Kidde-Fenwal Inc. -- https://www.kidde-fenwal.com/ -- manufactures
fire protection systems. It offers products such as fire control
systems, explosion aircraft protection, laser-based smoke detection
devices, electronic gas ignitions, and fire suppressions.
Kidde-Fenwal markets its products to mining, manufacturing,
education, and commercial sectors.
Kidde-Fenwal sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 23-10638) on May 14, 2023. In the
petition filed by its chief transformation officer, James
Mesterharm, the Debtor reported assets between $100 million and
$500 million and estimated liabilities between $1 billion and $10
billion.
The Debtor tapped Sullivan & Cromwell, LLP and Morris Nichols Arsht
& Tunnell, LLP as bankruptcy counsels; Covington & Burling, LLP as
special insurance counsel; and Guggenheim Securities, LLC as
investment banker. Stretto, Inc. is the claims and noticing agent
and administrative advisor.
The official committee of unsecured creditors appointed in the
Debtor's Chapter 11 case tapped Brown Rudnick, LLP and Stutzman,
Bromberg, Esserman & Plifka, A Professional Corporation as
bankruptcy counsels; Gilbert, LLP and KTBS Law, LLP as special
counsels; Province, LLC as financial advisor; and Houlihan Lokey
Capital, Inc. as investment banker.
KINGS EMPIRE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Kings Empire Group LLC
112-45 Roosevelt Avenue
Corona, NY 11368
Business Description: The Debtor owns a commerical building
in Roosevelt Avenue, Corona NY, valued at
$2.5 million.
Chapter 11 Petition Date: August 4, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-42787
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Richard S. Feinsilver, Esq.
RICHARD S FEINSILVER, ESQ.
One Old Country Road
Suite 347
Carle Place, NY 11514
Tel: 516-873-6330
Fax: 516-873-6183
Email: feinlawny@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Choy Ling Lam as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/GDFYWUQ/Kings_Empire_Group_LLC__nyebke-23-42787__0001.0.pdf?mcid=tGE4TAMA
KYMERA INTERNATIONAL: S&P Alters Outlook to Neg., Affirms 'B-' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'B-' issuer credit rating on Kymera International
LLC.
The negative outlook reflects the risk that S&P could lower the
rating if Kymera does not sustain an improvement in earnings over
the coming quarters.
S&P said, "While Kymera's earnings should improve over the next 12
months, we still see risk associated with the recovery and forecast
leverage will remain elevated. EBITDA will likely be boosted by
contributions from recent acquisitions, the recovery in aerospace
volumes, cost savings from closing its New Jersey plant, and the
ramp-up and capacity expansion at its North Carolina facility.
Demand in Kymera's end markets has improved, and the recovery in
the commercial aerospace market is going from strength to strength.
Taking this into account, we think EBITDA should continue to
improve over the next couple of quarters, and one-time impacts,
such as the fire at a major customer and an outage at the Reading,
Pa., facility will likely be alleviated. That being said, we still
view risk with the company's earnings recovery and the trajectory
of EBITDA growth, going to $90 million this year from $35 million
on a trailing basis as of June 30, 2023. At the same time, we
estimate Kymera's debt balance will also continue to grow, making
the path to more sustainable leverage take longer. Our adjusted
debt to EBITDA over the past 12 months remains over 15x and we see
risk leverage stays above 10x this year. This follows
underperformance in earnings over in the past two years as recovery
from the COVID pandemic has been slower than anticipated.
The company's liquidity position has tightened in recent quarters.
The company has spent $70 million in acquisitions over the past 12
months funded in part by its asset-based lending (ABL) capacity.
S&P said, "While we consider that these acquisitions should be
accretive to EBITDA in the future, we view the company's liquidity
position as tightening. As of June 30, 2023, the company had less
than $10 million of availability under its $85 million ABL facility
and about $30 million of cash on hand. We expect the company will
continue its acquisition growth strategy and see risk of another
year of negative free operating cash flow."
S&P said, "The negative outlook reflects the risk that we could
lower the rating if Kymera does not sustain an improvement in
earnings over the coming quarters, resulting in liquidity further
deteriorating.
"We could lower the rating if we view Kymera's capital structure as
unsustainable and the company as dependent on favorable business
conditions. This could result if the earnings do not recover as
anticipated, resulting in sustained negative free operating cash
flow and a tightening liquidity position.
"We could revise the outlook to stable if the company generates
sustained positive free operating cash flow, indicating significant
growth in earnings from realized contributions from acquisitions,
and more sustainable leverage levels, leading to a view of improved
refinancing prospects."
LIFESIZE INC: Committee Taps Dundon Advisers as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors of Lifesize Inc. and
its affiliates seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ Dundon Advisers LLC as
financial advisor.
The firm will provide these services:
a. assistance in the analysis, review and monitoring of the
presently-proposed and any subsequent asset sale or liquidation
process, including, but not limited to an assessment of potential
recoveries for general unsecured creditors;
b. assistance in the review of financial information prepared
by the Debtors, and the economic analysis of proposed transactions
for which Court approval is sought;
c. assistance in the review of the Debtors' prepetition
financing transactions, dividends, distributions, and debt
retirements, and associated events, including but not limited to,
evaluating the Debtors' capital structure, financing agreements,
defaults under any financing agreement and forbearances;
d. attendance at 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;
e. assistance in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs, and Monthly
Operating Reports;
f. assistance with the review of the assumption, assignment,
or rejection of various executory contracts and leases;
g. assistance in the evaluation, analysis and forensic
investigation of avoidance actions, including fraudulent
conveyances, preferential transfers, and certain transactions
between the Debtors and affiliated entities;
h. assistance in the prosecution of Committee
responses/objections to the Debtors' motions, including attendance
at depositions and provision of expert reports/testimony on case
issues as required by the Committee;
i. render such other general business consulting or such other
assistance as the Committee or its counsel may deem necessary that
are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in these
Cases;
j. assistance and support in the evaluation of any
transactions and the treatment of claims and interests proposed in
any plan of reorganization or plan of liquidation propounded by a
party other than the Committee, and in the preparation of a
suitable plan of reorganization or plan of liquidation should it
fall to the Committee to propound a plan for the resolution of the
Case; and
k. provide reports, exhibits, and testimony in connection with
any of the foregoing as requested.
From and after July 1, 2023, Dundon Advisers' regularly scheduled
annual fee revision date, Dundon Advisers' professionals will bill
as follows:
Principal $890 per hour
Managing Director and Senior Adviser $790 per hour
Senior Director $700 per hour
Director $650 per hour
Associate Director $550 per hour
Senior Associate $475 per hour
Associate $350 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Eric Reubel, managing director at Dundon Advisers, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric Reubel
Dundon Advisers LLC
Ten Bank Street, Suite 1100
White Plains, NY 10606
Telephone: (917) 838-1930
Email: ER@dundon.com
About Lifesize Inc.
Lifesize, Inc. is a cloud communications company in Laredo, Texas,
which offers contact center and video meeting solutions for
businesses.
Lifesize and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-50038) on
May 16, 2023. At the time of the filing, Lifesize reported $10
million to $50 million in assets and $100 million to $500 million
in liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal
counsel; FTI Consulting, Inc. as financial advisor; and Piper
Sandler & Co. as investment banker. Kurtzman Carson Consultants,
LLC is the claims, noticing and solicitation agent and
administrative advisor.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
McDermott Will & Emery, LLP and Dundon Advisers, LLC serve as the
committee's legal counsel and financial advisor, respectively.
LINDEN CENTER: Taps Howard Konicov of CFGI as Interim President
---------------------------------------------------------------
Linden Center LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire CFGI to additional
personnel and appoint Howard Konicov as its Interim President.
Mr. Konicov and CFGI will render these services:
a. Assist the Debtor in the preparation of short-term cash
budgets and the preparation of budget to actual results, if
required.
b. Assist the Debtor in the preparation of financial-related
disclosures required by the Bankruptcy Court, including monthly
operating reports.
c. Assist the Debtor with information and analyses required
pursuant to its cash collateral or DIP loan arrangements.
d. Prepare financial statements and other reports as may be
required by the Court or under the United States Trustee
Guidelines.
e. Assist the Debtor in communicating with and responding to
the advisors and other parties-in-interest.
f. As appropriate, actively communicate with the Office of the
United States Trustee for the Eastern District of New York, its
professionals, and the Court.
g. Assist in the preparation of the Debtor’s plan and
disclosure statement.
h. Prepare and provide expert reports and/or court testimony.
i. Render such other general services or other such assistance
as the Debtor may deem necessary or appropriate.
Before the bankruptcy filing, CFGI was paid $24,000 to cover the
services of the Interim President for a six (6) month period. This
fee contemplates and provides for the President and CFGI to incur a
maximum amount of 65 hours. In the event it is necessary, and the
Debtor requests the firm to incur greater than 65 hours, all such
hours will be billed at an hourly rate of $425.
As disclosed in court filings, CFGI is a disinterested person
pursuant to Section 101(14) of the Bankruptcy Code.
The broker can be reached through:
Howard Konicov
CFGI
263 One Stamford Plaza
263 Tresser Blvd. 9th Floor
Stamford CT 06901
Phone: (201) 306-4664
Email: hkonicov@cfgi.com
About Linden Center
Linden Center, LLC is the owner of a certain real property located
at 33-37 Farrington St. (also known as 34-20 Linden Place), in
Flushing, N.Y. The property was acquired in 2017 for approximately
$21 million from a bankruptcy estate. The property is a multi-story
commercial retail building that may currently be occupied by
multiple commercial tenants, including dining establishments, a day
care, and a doctor's office.
Linden Center filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41820) on May 24,
2023, with $1 million to $10 million in both assets and
liabilities. Mark Allen, manager, signed the petition.
Judge Elizabeth S. Stong oversees the case.
The Debtor is represented by Eric H. Horn, Esq., at A.Y. Strauss,
LLC.
LOS ANGELES HOSTEL: Taps Law Office of Carolyn A. Dye as Counsel
----------------------------------------------------------------
Los Angeles Hostel, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Law Office
of Carolyn A. Dye as counsel.
The firm will provide these services:
a. provide agreements with creditors, including current
tenants;
b. negotiate the validity with creditors, including current
tenants;
c. investigate, and if appropriate, commence litigation to
avoid transfers of property fraudulently conveyed;
d. investigate the validity of any asserted liens against
estate assets;
e. investigate, and if appropriate, commence litigation to
avoid transfers of property fraudulently conveyed;
f. analyze collectability of accounts receivable and to pursue
collection through litigation where necessary and cost effective;
g. assist in the preparation of such other applications,
pleadings, claims objections and orders as are required for the
orderly administration of this estate;
h. assist debtor in resolving any disputed claims, if
necessary; and
i. assist with other matters as necessary to ensure the
Debtor's actions in her administration of the estate comply with
the U.S. Trustee Guidelines and Bankruptcy Code and other
applicable law.
The firm will be paid at these rates:
Carolyn A. Dye $565 per hour
Karissa De La Trinidad $125 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $15,000.
Carolyn A. Dye, Esq., a partner at Law Office of Carolyn A. Dye,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Carolyn A. Dye, Esq.
Law Office of Carolyn A. Dye
15030 Ventura Blvd., Suite 527
Sherman Oaks, CA 91403
Tel: (818) 287-7003
Facsimile: (323) 987-5763
Email: trustee@cadye.com
About Los Angeles Hostel
The Debtor owns real estate located at 1231 W. 8th Street, Los
Angeles, CA valued at $2.35 million.
Los Angeles Hostel, LLC, in Los Angeles, Calif., filed its
voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case
No. 23-13800) on June 19, 2023, listing $2,406,500 in assets and
$2,373,455 in liabilities. Jamal Yuldashev as manager/member,
signed the petition.
Judge Deborah J. Saltzman oversees the case.
The Law Office of Carolyn A. Dye serves as the Debtor's counsel.
LUCIRA HEALTH: Unsecureds Owed $10M to Get 9.4%-14.4% of Claims
---------------------------------------------------------------
Lucira Health, Inc., submitted a Disclosure Statement for the
Chapter 11 Plan of Liquidation.
The Debtor filed for chapter 11 bankruptcy protection on February
22, 2023. The Debtor has sold substantially all of its assets in
the Chapter 11 Case. The next phase of this Chapter 11 Case is the
confirmation and consummation of the Plan, pursuant to which the
Debtor will establish a Liquidating Trust to distribute the
remaining Cash of the Debtor and proceeds of the Liquidating Trust
Assets and to appoint the Liquidating Trustee pursuant to the
mechanics as set forth in the Plan.
As set forth in the Plan, the assets being transferred to the
Liquidating Trust include: (a) the Trust Funding to be used solely
by the Liquidating Trustee to (i) perform its duties and
obligations under the Plan; (ii) administer the Liquidating Trust
Assets for the benefit of holders of all Allowed Claims; and (iii)
pay any expenses of the Trust, in accordance with the terms of the
Liquidating Trust Agreement; (b) the remaining Cash of the Debtor
or the Estate after (i) paying the Allowed Administrative Claims,
Allowed Priority Tax Claims, Allowed Secured Claims, and Allowed
Other Priority Claims, as set forth in Article III.B of the Plan;
(ii) the payment of Allowed Professional Fee Claims, including from
the Professional Fee Reserve; and (iii) funding the Trust Funding;
(c) the Retained Causes of Action and the proceeds thereof; and (d)
any other Excluded Assets.
The Debtor was an emerging growth company. On February 9, 2021, it
closed its initial public offering of 10,350,000 shares of common
stock at a price to the public of $17.00 per share, which generated
net proceeds of $159.9 million. Prior to the closing of the initial
public offering, the Debtor financed its operations principally
from sales of preferred stock, issuances of convertible debt, and
common stock issuances.
The Debtor generated $244.4 million of net revenue from the sales
of its test kits since their respective launch dates through
September 30, 2022. The Debtor had net sales totaling $34.4 million
for the third quarter of 2022, an increase of $19.4 million over
the third quarter for the previous year.
The Debtor had net income of $13.1 million for the three months
ended March 31, 2022, which was the first period it achieved net
income since its inception in 2013. The Debtor incurred recurring
losses and negative cash flow from all other periods of its
operating activities. For the nine months ended September 30, 2022
and September 30, 2021, the Debtor had net losses of $135.5 million
and $57.0 million, respectively. A significant portion of its
losses for the three months ended September 30, 2022 was
attributable to a recorded charge for excess inventory, which
primarily resulted from the unanticipated delay in the FDA's
approval of the Combined Test Kit and a decline in COVID-19 test
kit demand.
In the ordinary course of business, the Debtor incurred unsecured
indebtedness to various suppliers, trade vendors, landlords,
utility providers, and service providers, among others. As of the
Petition Date, the Debtor's estimated outstanding unsecured
indebtedness, including trade payables, was approximately $65.0
million.
The Debtor's marketing process for a sale of the Assets continued
postpetition both prior to, and following entry of, the Bidding
Procedures Order. The Debtor, through its financial and sale
advisor, Armanino, contacted approximately 100 new parties and
approximately 29 of those parties executed non-disclosure
agreements to receive access to due diligence materials and the
Debtor's management. In total, 277 parties were contacted by
Armanino or made in-bound contact, and 64 of those parties executed
non-disclosure agreements.
Following entry of the Bidding Procedures Order, the Debtor served
the Sale Notice on the Sale Notice Parties (as defined in the
Bidding Procedures Order) and published the Sale Notice in both the
Alameda Times-Star and the national edition of the New York Times.
Following entry of the Bidding Procedures Order, the Debtor
received two timely written offers for substantially all of the
Assets, and one written offer for a subset of the Assets. After
consultation with the Consultation Parties, as defined in the
Bidding Procedures Motion, the Debtor determined that only the two
written offers for substantially all of the Assets were Qualified
Bids. The Qualified Bids were submitted by Pfizer Inc. ("Pfizer")
and Pearsanta, Inc. ("Pearsanta").
To allow parties additional time to prepare for the Auction, the
Debtor, in consultation with the Consultation Parties, rescheduled
the Auction to April 6, 2023, pursuant to the authority granted to
it under the Bidding Procedures Order.
The Auction commenced at 10:00 a.m. (prevailing Eastern Time) on
April 6, 2023. On the record at the Auction, the Debtor notified
Pearsanta and Pfizer that it had determined, in consultation with
the Consultation Parties, that Pearsanta's Qualified Bid would
constitute the opening bid at the Auction. Following two rounds of
bidding, on the record at the Auction, Pfizer was determined to
have submitted the best bid, and Pearsanta was determined to have
submitted the next-best bid with respect to the Assets.
On April 6, 2023, the Debtor filed the Notice of Auction Results in
Connection with the Sale of the Debtor's Assets (the "Notice of
Auction Results") announcing that the Debtor selected, in the
exercise of its business judgment and in consultation with the
Consultation Parties, Pfizer as the successful bidder for the
Assets, and providing notice that the Debtor also selected, in the
exercise of its business judgment and in consultation with the
Committee, Pearsanta as the next-highest bidder for the Assets. The
Notice of Auction Results provided further notice of the Sale
Hearing scheduled for April 13, 2023 and the April 11, 2023
deadline to object to the (i) conduct of the Auction, (ii) identity
of the successful bidder, and (iii) ability of the successful
bidder to provide adequate assurance of future performance.
On April 12, 2023, the Debtor filed the Declaration of Jeffrey
Nerland in Support of the Sale of the Debtor's Assets. On that same
date, sale objections were filed by Pearsanta and equity holders
Seraph and Jacob Erwin.
On April 13, 2023, the Court held the Sale Hearing to consider
approval of the Debtor's sale of the Assets to Pfizer and the
objections by Pearsanta, Seraph, and Mr. Erwin. At the Sale
Hearing, Mr. Nerland, the Debtor's financial advisor from Armanino,
provided testimony in support of the Debtor's selection of Pfizer
as the successful bidder and the Debtor's determination that
Pearsanta had not provided sufficient evidence of the ability to
close on a sale of the Assets in the amount of the topping Bid that
Pearsanta submitted at the Auction (the "Pearsanta Bid"). At the
Sale Hearing, counsel to Pearsanta requested the opportunity to
provide evidence of Pearsanta's ability to close. The Court granted
Pearsanta's request and adjourned the Sale Hearing to April 14,
2023.
On April 14, 2023, the Sale Hearing resumed and the Court heard
testimony from the CEO of Pearsanta's parent company on Pearsanta's
ability to close on a sale of the Assets in the amount of the
Pearsanta Bid. Following testimony, the Court reopened the Auction,
designated the Pearsanta Bid as the starting bid, and invited
Pfizer to submit a topping bid. Following two rounds of further
bidding on the record at the Sale Hearing, the Debtor selected, in
the exercise of its business judgment and in consultation with the
Consultation Parties, Pfizer as the successful bidder for the
Assets at a purchase price of approximately $36.4 million, and the
Court approved the sale of the Assets to Pfizer, including the
Debtor's entry into the APA.
The APA, provides for, among other things, the following
consideration:
(i) a cash payment equal to $5,000,000; plus
(ii) the payment of Cure costs in respect of the contracts
assigned to Pfizer (the "Assigned Contracts") set forth on Schedule
1.1(e) to the APA, other than Cure costs for certain of the
Debtor's contracts with Jabil Inc. and Jabil Circuit (Shanghai) Co.
Ltd. (the "Jabil Contracts"), which were paid by Pfizer pursuant to
the paragraph below; plus
(iii) an additional cash payment of $7,000,000 less the aggregate
amount of paid Cure costs associated with (x) the Jabil Contracts
in the fixed amount of $6,500,000 and (y) any additional contracts
(the "Transition Contracts") to be assumed and assigned to Pfizer
as designated by Pfizer within 60 days of the closing of the Sale;
plus
(iv) an additional cash payment of $10,400,000 less the aggregate
amount of Cure costs paid, satisfied, or resolved by Pfizer
(provided, however, if a lesser amount were agreed to, the
remaining amount of any claim were to be waived and not treated as
an unsecured claim against the Debtor's estate) in connection with
(x) any Transition Contracts which were assumed and assigned to
Pfizer as designated by Pfizer (and without duplication to any
additional Transition Contracts), and (y) any other additional
contracts (excluding Assigned Contracts and Transition Contracts)
which were designated by Pfizer and assumed and assigned to
Pfizer.
The Debtor and Pfizer closed the Sale pursuant to the APA on April
20, 2023.
Following the closing, Jabil Circuit (Shanghai) Co. Ltd. and Nypro
DR, LLC, claimants and contract counterparties under certain
prepetition contracts with the Debtor, withdrew their respective
General Unsecured Claims filed against the Debtor that had asserted
General Unsecured Claims in the aggregate amount of approximately
$51.1 million.
On June 16, 2023, in accordance with the APA, Pfizer provided the
Transition Contracts list to the Debtor. The list designated 11
Transition Contracts for assumption and assignment and 13
additional contracts that were not on the original Transition
Contracts list, thus satisfying or resolving over $11.5 million of
Cure costs. On the same day, the Debtor submitted orders to the
Bankruptcy Court approving stipulations providing for assumption
and assignment of the Transition Contracts ("Stipulations") and
filed a notice of assumption and assignment of the additional
contracts. On June 20, 2023, the Bankruptcy Court entered orders
approving the Stipulations. Counterparties to the additional
contracts to be assumed and assigned had until July 3, 2023 (unless
agreed otherwise), to object in writing to the assumption and
assignment of their respective contracts or Pfizer's ability to
provide adequate assurance of future performance. No formal
objections were filed on the docket, and all informal comments have
either been resolved or are in the process of being resolved.
Under the Plan, Class 3 General Unsecured Claims total $10,000,000.
Each Holder thereof will receive its pro rata right to recovery
from the Liquidating Trust. Creditors will recover 9.4%-14.4% of
their claims. Class 3 is impaired.
Subject in all respects to the provisions of the Plan concerning
the Professional Fee Reserve, the Debtor or the Liquidating Trustee
(as applicable) will fund distributions under the Plan with Cash on
hand on the Effective Date and all other Liquidating Trust Assets.
The Confirmation Hearing will commence on September 19, 2023, at
10:30 a.m. (prevailing Eastern Time), before the Honorable Mary F.
Walrath, United States Bankruptcy Judge, at the United States
Bankruptcy Court for the District of Delaware, 824 N. Market St,
Fifth Floor, Courtroom 4, Wilmington, Delaware 19801.
The deadline to file objections to the Confirmation of the Plan or
final approval of the adequacy of the disclosures contained in the
Disclosure Statement, if any is September 12, 2023, at 4:00 p.m.
(prevailing Eastern Time).
To be counted, the ballot or ballots must be received by 4:00 p.m.,
prevailing Eastern Time, on September 8, 2023.
Co-Counsel for the Debtor:
Sean M. Beach
Ashley E. Jacobs
Joshua B. Brooks
Timothy R. Powell
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 N. King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
E-mails: sbeach@ycst.com
ajacobs@ycst.com
jbrooks@ycst.com
tpowell@ycst.com
Counsel for the Debtor:
Robert L. Eisenbach III, Esq.
COOLEY LLP
3 Embarcadero Center, 20th Floor
San Francisco, CA 94111-4004
Telephone: (415) 693-2000
E-mail: reisenbach@cooley.com
- and -
Cullen D. Speckhart, Esq.
Olya Antle, Esq.
Jeremiah P. Ledwidge, Esq.
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004-2400
Telephone: (202) 842-7800
E-mails: cspeckhart@cooley.com
oantle@cooley.com
jledwidge@cooley.com
A copy of the Disclosure Statement dated July 26, 2023, is
available at bit.ly/43KnUn5 from Donlinrecano, the claims agent.
About Lucira Health
Founded in 2013, Lucira is a medical technology company focused on
the development and commercialization of transformative and
innovative infectious disease test kits.
Lucira Health filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on
Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets
of $145,897,301 and total debt of $84,720,814.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley,
LLP as legal counsels; Armanino, LLP as financial advisor; and
Donlin, Recano & Company, Inc. as claims and noticing agent and
administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtor's Chapter
11 case. The committee is represented by Brya Michele Keilson, Esq.
LUCKY BUCKS: Unsecureds Unimpaired in Plan
------------------------------------------
Lucky Bucks, LLC, et al. submitted a First Amended Joint Chapter 11
Plan.
Lucky Bucks, LLC and Lucky Bucks HoldCo, LLC (the "OpCo Debtors")
shall pursue confirmation of the OpCo Plan and, if one or more
Qualified Bidders are designated in accordance with the Bidding
Procedures (to the extent filed), pursue the Sale Transaction(s) on
a parallel path and implement such Sale Transaction(s) in
connection with Confirmation and Consummation of the OpCo Plan. If
one or more Successful Bidders is not designated pursuant to the
Bidding Procedures and no Sale Transaction(s) are consummated by
the applicable Sale Milestone or are otherwise terminated, not
consummated, or not capable of being consummated, in each case, by
the applicable outside sale date in accordance with the terms of
the applicable Sale Transaction Documents, then the OpCo Debtors
and the Required Consenting Lenders (in consultation with the
Consenting RC Ad Hoc Group Lenders) shall seek to consummate the
OpCo Plan without a Sale Transaction. If the Sale Transaction(s)
are consummated, the Sale Proceeds shall be distributed in
accordance with the OpCo Plan.
This OpCo Plan is consistent with the Restructuring Support
Agreement, and all Consenting Parties are bound to support the OpCo
Plan in accordance with the Restructuring Support Agreement.
Under the Plan, holders of Class 4B OpCo General Unsecured Claims
will be paid in full in Cash (A) if its Allowed OpCo General
Unsecured Claim is due and payable before or on the OpCo Plan
Effective Date, on the OpCo Plan Effective Date, and (B) if such
Allowed General OpCo Unsecured Claim is not due and payable before
or on the OpCo Plan Effective Date, in the ordinary course and in
accordance with the terms of the applicable contract or other
arrangement. Class 4B is unimpaired.
In a Sale Scenario, to the extent there is at least one Wind-Down
OpCo Debtor on the OpCo Plan Effective Date, then such Wind-Down
OpCo Debtor(s) shall continue in existence after the OpCo Plan
Effective Date for purposes of: (a) winding down the OpCo Debtors'
businesses and affairs as expeditiously as reasonably possible and
liquidating any assets held by the Wind-Down OpCo Debtor(s) after
the OpCo Plan Effective Date; (b) performing the OpCo Debtors'
remaining obligations under any Sale Transaction Documents, if any;
(c) resolving any Disputed Claims against the OpCo Debtors; (d)
making distributions on account of Allowed Claims against the OpCo
Debtors in accordance with the OpCo Plan to the extent not made on
the OpCo Plan Effective Date; (e) filing appropriate tax returns,
if any; and (f) administering the OpCo Plan in an efficient manner.
The Wind-Down OpCo Debtor(s) shall be deemed to be substituted as
the partyin- lieu of the OpCo Debtors in all matters, including (x)
motions, contested matters, and adversary proceedings pending in
the Bankruptcy Court, and (y) all matters pending in any courts,
tribunals, forums, or administrative proceedings outside of the
Bankruptcy Court, in each case without the need or requirement for
the OpCo Plan Administrator to file motions or substitutions of
parties or counsel in each such matter.
On the OpCo Plan Effective Date, any assets of the OpCo Debtors'
Estates remaining after the closing of the Sale Transaction(s)
shall vest in the Wind-Down OpCo Debtor(s) for the purpose of
liquidating the OpCo Debtors' Estates and Consummation of the OpCo
Plan. Such assets shall be held free and clear of all Liens,
Claims, Interests, charges or other encumbrances, except as
otherwise provided in the OpCo Plan. Any distributions to be made
under the OpCo Plan from such assets shall be made by the OpCo Plan
Administrator or its designee. The Wind-Down OpCo Debtor(s) and the
OpCo Plan Administrator shall be deemed to be fully bound by the
terms of the OpCo Plan and the Confirmation Order.
Any contrary provision hereof notwithstanding, following the
occurrence of the OpCo Plan Effective Date and the making of
distributions on the OpCo Plan Effective Date pursuant hereto, (i)
any of the OpCo Debtors' Cash held by the Wind-Down OpCo Debtor(s)
in excess of the Wind- Down Amount and (ii) the proceeds of any
non-Cash assets of the OpCo Debtors' Estates vested in the
Wind-Down OpCo Debtor(s), shall be payable to Holders of OpCo DIP
Claims and Prepetition OpCo First Lien Claims until such claims are
indefeasibly paid in full. The OpCo Plan Administrator shall make
such distributions in Cash in accordance with Article III hereof.
The Reorganized OpCo Debtors, as applicable, shall fund
distributions under the OpCo Plan with the New Reorganized OpCo
Debtor Equity, Cash on hand, Cash generated from operations, and
proceeds of the OpCo Exit Facility, and proceeds of any retained
Causes of Action not settled, released, discharged, enjoined, or
exculpated on or prior to the OpCo Plan Effective Date.
Proposed Co-Counsel to the Debtors and Debtors in Possession:
Dennis F. Dunne, Esq.
Tyson Lomazow, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Tel: (212) 530-5000
Fax: (212) 530-5219
E-mail: DDunne@milbank.com
TLomazow@milbank.com
- and -
Russell C. Silberglied, Esq.
David T. Queroli, Esq.
Matthew P. Milana, Esq.
RICHARDS LAYTON & FINGER, P.A.
One Rodney Square, 920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: silberglied@rlf.com
queroli@rlf.com
A copy of the First Amended Joint Chapter 11 Plan dated July 22,
2023, is available at bit.ly/3DyunXr from PacerMonitor.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.
M7VEN SUPPORTIVE: Gets OK to Hire Mark Spain as Real Estate Broker
------------------------------------------------------------------
M7ven Supportive Housing & Development Group, Inc. received
approval from the U.S. Bankruptcy Court for the Northern District
of Georgia to employ Higher Tech Realty, LLC, doing business as
Mark Spain Real Estate, as its seller's agent.
Mark Spain will market and sell the Debtor's property located at
3225 Lamar Circle, Smyrna, GA 30082.
The firm will receive a commission equal to 5 percent of the sales
price. Mark Spain agrees to pay cooperating broker 3 percent of the
sales price.
Mark Spain does not represent any interest adverse to the Estate
and is a disinterested person as that term is defined 11 U.S.C.
Sec. 101 (14).
The firm can be reached through:
Stella Whitaker
Mark Spain Real Estate
12600 Deerfield Pkwy, Ste 450
Alpharetta, GA 30004
Phone: 770-886-9000
About M7ven Supportive Housing &
Development Group
M7ven Supportive Housing & Development Group, Inc., a company in
Kennesaw, Ga., filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Ga. Case No. 23-53192) on April 4, 2023,
with as much as $50,000 in assets and $1 million to $10 million in
liabilities. Beverly Creagh, M7ven's executive director, signed the
petition.
Theodore N. Stapleton, P.C. serves as the Debtor's legal counsel.
MATCON CONSTRUCTION: Seeks to Hire Rivero Gordimer as Accountant
----------------------------------------------------------------
Matcon Construction Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Michael E. Helton, CPA and Rivero, Gordimer & Company, P.A. to
prepare its 2022 taxes.
The firm will charge an hourly rate of $425 for work performed by
Mr. Helton, CPA and hourly rates range between $100 to $285 for
other professionals.
The firm will begin work with a retainer of $2,500.
Rivero neither represents nor holds any interest adverse to the
Debtor and its estate or creditors, according to court filings.
The firm can be reached through:
Michael E. Helton, CPA
Christina Hornsby
201 North Franklin Street, Suite 2600
Tampa, FL 33602
Phone: 813-875-7774
E-mail: mhelton@rgcocpa.com
chornsby@rgcocpa.com
info@rgcocpa.com
About Matcon Construction Services
Matcon Construction Services, Inc. provides general contracting,
solar solutions and development services. The company is based in
Tampa, Fla.
Matcon Construction Services sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215) on
Jan. 20, 2023. In the petition signed by Derek Mateos, president,
the Debtor disclosed up to $10 million in assets and up to $50
million in liabilities.
Judge Roberta A. Colton oversees the case.
The Debtor tapped Scott Underwood, Esq., at Underwood Murray, P.A.
as bankruptcy counsel; MGS Law, P.A. as special counsel; and Small
Business CFO as accountant.
MEDIAMATH HOLDINGS: Hires FTI Consulting as Financial Advisor
-------------------------------------------------------------
Mediamath Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ FTI Consulting, Inc.,
as financial advisor.
The firm will provide these services:
a. assistance with preparation of cash and liquidity
forecasts, including a rolling 13-week cash flow forecast, cash
receipts and disbursement analyses, and budget vs. actual
reporting;
b. assistance with daily cash management and support
management with strategies to conserve cash, preserve optionality
and extend liquidity runway;
c. assistance with business plan projections and scenarios as
needed to support management and the Company's advisors with
developing strategic and operational alternatives, realizing the
value of the Company's assets, and negotiations with lenders and/or
new investors.
d. assistance with contingency planning, including
preparation of associated required financial and operating
information, assistance with operational readiness and due
diligence support for any new financing in connection with such
contingency plans;
e. assistance with the development of creditor, customer and
employee communication plans; and
d. provision of such other advisory services as may be agreed
upon by FTI and the Company.
In addition, the Engagement Letter provides that if a case under
the Bankruptcy Code is commenced, and FTI's retention is approved,
FTI's role will include serving as principal bankruptcy financial
advisors to the Debtors. To this end, those services include but
are not limited to the following:
a. assistance with the preparation of financial related
disclosures required by the Court, including the Schedules of
Assets and Liabilities, the Statement of Financial Affairs and
Monthly Operating Reports;
b. assistance with the identification and implementation of
short-term cash management procedures;
c. assistance and advice with respect to the identification
of core business assets and the disposition of assets or
liquidation of unprofitable operations;
d. assistance to the Debtor in the preparation of financial
related disclosures required by the Court, including the Schedules
of Assets and Liabilities, the Statement of Financial Affairs and
Monthly Operating Reports;
e. assistance with the identification of executory contracts
and leases and performance of cost/benefit evaluations with respect
to the affirmation or rejection of each;
f. 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;
g. attendance at meetings and assistance in discussions with
potential investors, banks, the Debtor's prepetition debt holders,
the Committee and any other official committee appointed in this
Chapter 11 Case, the U.S. Trustee, and other parties in interest
and professionals hired by the same, as requested;
h. analysis of creditor claims by type, entity and individual
claim, including assistance with development of databases, as
necessary, to track such claims;
i. assistance in the preparation of information and analysis
necessary for the confirmation of a plan in this Chapter 11 Case;
and
j. such other general business consulting or other assistance
as Debtor's management or counsel may deem necessary that are
consistent with the role of a financial advisor and not duplicative
of services provided by other professionals in this Chapter 11
Case.
The firm will be paid at these rates:
Senior Managing Directors
Directors / Senior Directors $1045 to 1,495 per hour
Managing Directors $785 to 1,055 per hour
Consultants/Senior Consultants $435 to 750 per hour
Administrative / Paraprofessionals $175 to 325 per hour
The firm will be paid a retainer in the amount of $300,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael Katzenstein, a partner at FTI Consulting, Inc., disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael Katzenstein
FTI Consulting, Inc.,
Senior Managing Director
Leader of Interim Management
FTI CONSULTING INC.
Tel: (212) 651-7169
Fax: (212) 841-9350
Email: mike.katzenstein@fticonsulting.com
About MediaMath Holdings
MediaMath Holdings, Inc. develops and delivers digital advertising
media and data management technology solutions to advertisers. The
company is based in New York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30,
2023. In the petition signed by Neil Nguyen, chief executive
officer, the Debtor disclosed up to $500 million in both assets and
liabilities. As of the petition date, the Debtor had about $95
million of first lien funded debt.
Judge Laurie Selber Silverstein oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; FTI Consulting, Inc. as financial advisor; and Epiq
Corporate Restructuring, LLC as claims and noticing agent and
administrative advisor.
MEDIAMATH HOLDINGS: Hires Houlihan as Investment Banker
-------------------------------------------------------
Mediamath Holdings, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Houlihan Lokey
Capital, Inc. as investment banker.
The firm's services include:
a. assisting the Debtors in the development and distribution
of selected information, documents and other materials, including,
if appropriate, advising the Debtors in the preparation of an
offering memorandum (it being expressly understood that the Company
will remain solely responsible for such materials and all of the
information contained therein);
b. assisting the Debtors in evaluating indications of interest
and proposals regarding any Restructuring Transaction or Sale
Transaction,5 (each, a "Transaction" or, cumulatively
"Transaction(s)") from current and/or potential lenders, equity
investors, acquirers and/or strategic partners;
c. assisting the Debtors with the negotiation of any
Transaction(s), including participating in negotiations with
creditors and other parties involved in any Transaction(s);
d. providing expert advice and testimony regarding financial
matters related to any Transaction(s), if necessary;
e. attending meetings of the Debtors' Board of Directors,
creditor groups, official constituencies and other interested
parties, as the Debtors and Houlihan Lokey mutually agree; and
f. providing such other investment banking services as may be
agreed upon by Houlihan Lokey and the Debtors.
The firm will be paid at these rates:
a. Monthly Fees: In addition to the other fees provided for
herein, upon the Amendment Effective Date and on every monthly
anniversary of the Amendment Effective Date during the term of this
Agreement, the Company shall pay Houlihan Lokey in advance, without
notice or invoice, a nonrefundable cash fee of $75,000 (the
"Monthly Fee").
b. Transaction Fee(s): In addition to the other fees provided
for herein, the Company shall pay or cause to be paid Houlihan
Lokey the following transaction fees, as applicable:
a. Sale Transaction Fee. Upon the closing of the Sale
Transaction (as defined below), Houlihan Lokey shall earn, and the
Company shall thereupon pay or cause to be paid to Houlihan Lokey
immediately and directly from the gross proceeds of such
Sale Transaction, as a cost of such Sale Transaction, a cash fee
("Sale Transaction Fee") based upon Aggregate Gross Consideration
("AGC"), calculated as follows:
i. For AGC up to $10 million: $7.5%; plus
ii. For AGC above $10 million: 10% of such incremental AGC
in excess of $10 million
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ryan Sandahl, a managing director at Houlihan Lokey Capital, Inc.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Ryan Sandahl
Houlihan Lokey Capital, Inc.
245 Park Avenue, 20th Floor
New York, NY 10167
Tel: (212) 497-4100
Fax: (212) 661-3070
About Mediamath Holdings
MediaMath Holdings, Inc. develops and delivers digital advertising
media and data management technology solutions to advertisers. The
company is based in New York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30,
2023. In the petition signed by Neil Nguyen, chief executive
officer, the Debtor disclosed up to $500 million in both assets and
liabilities. As of the petition date, the Debtor had about $95
million of first lien funded debt.
Judge Laurie Selber Silverstein oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; FTI Consulting, Inc. as financial advisor; and Epiq
Corporate Restructuring, LLC as claims and noticing agent and
administrative advisor.
MEDIAMATH: Hires Hilco as Receivables Servicer
----------------------------------------------
Mediamath Holdings, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ Hilco
Receivables, LLC as receivables servicer.
The firm's services include:
a. implementing a collection plan for the applicable
Accounts;
b. managing the collection of the applicable Accounts and
facilitating payments to the Debtors;
c. handling collection disputes on behalf of the Debtors
pursuant to settlement authority established by the Debtors; and
d. providing periodic electronic reports to the Debtors,
specifying the actions taken by Hilco, the results obtained as of
the relevant date, and the current status of the Accounts.
The firm will be paid at these rates:
a. 2.3 per cent of Gross Cash Receipts (as that term is
defined in the Engagement Agreement) up to $30 million, plus
b. 2.8 per cent of Gross Cash Receipts in excess of $30
million, but less than $50 million, plus
c. 3.5 per cent of Gross Cash Receipts in excess of $50
million, but less than $70 million, plus (b) 3.7% of Gross Cash
Receipts in excess of $70 million. Except in the limited
circumstances set forth in the Engagement Agreement, Hilco shall
bear all costs and expenses associated with this engagement.
Eric Kaup, executive vice president at Hilco Receivables, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Eric Kaup
Hilco Receivables, LLC
5 Revere Drive, Suite 420
Northbrook, IL 60062
Tel: (855) 204-8067
About MediaMath Holdings
MediaMath Holdings, Inc. develops and delivers digital advertising
media and data management technology solutions to advertisers. The
company is based in New York.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30,
2023. In the petition signed by Neil Nguyen, chief executive
officer, the Debtor disclosed up to $500 million in both assets and
liabilities. As of the petition date, the Debtor had about $95
million of first lien funded debt.
Judge Laurie Selber Silverstein oversees the case.
The Debtor tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; FTI Consulting, Inc. as financial advisor; and Epiq
Corporate Restructuring, LLC as claims and noticing agent and
administrative advisor.
METAL CHECK: Seeks to Hire Michael J. Rose as Bankruptcy Counsel
----------------------------------------------------------------
Metal Check, Inc. filed an amended application seeking approval
from the U.S. Bankruptcy Court for the Western District of Oklahoma
to employ Mike Rose, Esq, of Michael J Rose PC as its attorney.
The Debtor has been advised that its present counsel. Christopher
Wood, Esq., of Christopher A. Wood & Associates, P.C., will be
unable to continue his representation of Debtor, and that a new
attorney must be hired to represent Debtor in the instant case.
Mr. Rose's services will encompass filing all documents necessary
in the present case, advising Debtor regarding its rights and
duties, providing legal advice to Debtor, obtaining confirmation of
a plan of reorganization, and any other necessary legal work.
Michael Rose, Esq., will charge an hourly fee of $350 for his
services.
Mr. Rose disclosed in a court filing that he does not have any
connection with the Debtor or any of its creditors.
Mr. Rose can be reached at:
Mike Rose, Esq.
MICHAEL J ROSE PC
4101 Perimeter Center Drive, Suite 120
Oklahoma City, OK 73112
Tel: (405) 605-3757
Fax: (405) 605-3758
Email: mrose@coxinet.net
About Metal Check
Metal Check, Inc., a company in Oklahoma City, filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.
Okla. Case No. 23-11279) on May 16, 2023, with $841,675 in assets
and $2,033,069 in liabilities. Stephen Moriarty, Esq., at Fellers
Snider Blankenship Bailey & Tippens, PC has been appointed as
Subchapter V trustee.
Judge Janice D. Loyd oversees the case.
The Debtor tapped Christopher Wood, Esq., at Christopher A. Wood &
Associates, P.C. as legal counsel and Mark D. Cain P.C. as
accountant. Mike Rose, Esq, of Michael J Rose PC wil replace Mr.
Woods and Christopher A. Wood & Associates, P.C.
MLK BRYANT: Case Summary & Four Unsecured Creditors
---------------------------------------------------
Debtor: MLK Bryant, LLC
6931 NE MLK Jr. Blvd.
Portland, OR 97211
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: August 4, 2023
Court: United States Bankruptcy Court
District of Oregon
Case No.: 23-31719
Judge: Hon. Peter C Mckittrick
Debtor's Counsel: Nicholas J. Henderson, Esq.
MOTSCHENBACHER & BLATTNER, LLP
117 SW Taylor St., Suite 300
Portland, OR 97204
Tel: (503) 417-0500
Fax: (503) 417-0501
Total Assets: $2,100,000
Total Liabilities: $1,531,685
The petition was signed by Meron Alemseghed as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/ZROEFMY/MLK_Bryant_LLC__orbke-23-31719__0001.0.pdf?mcid=tGE4TAMA
NATEL ENGINEERING: $325M Bank Debt Trades at 22% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Natel Engineering
Co Inc is a borrower were trading in the secondary market around
77.8 cents-on-the-dollar during the week ended Friday, August 4,
2023, according to Bloomberg's Evaluated Pricing service data.
The $325 million facility is a Term loan that is scheduled to
mature on April 30, 2026. About $312 million of the loan is
withdrawn and outstanding.
Natel, headquartered in Chatsworth, California, is a specialty EMS
provider with manufacturing and engineering locations across the
United States, Mexico and China, serving customers in the aerospace
and defense, industrial, and medical industries.
NATURE COAST: Unsecureds Will be Repaid in Full in 12 Months
------------------------------------------------------------
Nature Coast Development Group, LLC, submitted an Amended Plan of
Reorganization.
Under the Plan, Class 4 General Unsecured Creditors will be repaid
in full based on equal monthly payments over 12 months. Payments
will commence on the Effective Date. Class 4 is impaired.
The Plan contemplates the Debtor will begin operations
approximately 18 months after the Effective Date. The Debtor has
engaged Blankenship Consulting, LLC to complete construction of the
Hotel. Once the Hotel is completed, Debtor will generate funds from
its guest rooms, restaurants, wedding venue, and other amenities.
Debtor plans to obtain both DIP financing to fund construction of
the Hotel and exit financing to payoff the DIP financer and Classes
1-4. It is anticipated that Debtor's operations will be sufficient
to make payments to the exit financing company and for general
hotel operations.
Counsel for the Debtor:
Justin M. Luna, Esq.
Benjamin R. Taylor, Esq.
LATHAM, LUNA, EDEN & BEAUDINE, LLP
201 South Orange Ave., Suite 1400
Orlando, FL 32801
A copy of the Amended Plan of Reorganization dated July 26, 2023,
is available at bit.ly/3Y9PrNq from PacerMonitor.com.
About Nature Coast Development Group
Nature Coast Development Group, LLC, a company in Fanning Springs,
Fla., filed a petition for relief under Subchapter V of Chapter 11
of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 22-10200) on Dec.
14, 2022. In the petition filed by its managing member, Marites
Padot, the Debtor reported assets between $10 million and $50
million and liabilities between $1 million and $10 million. Jodi D.
Dubose has been appointed as Subchapter V trustee.
Judge Karen K Specie oversees the case.
The Debtor is represented by Latham, Shuker, Eden, & Beaudine, LLP.
NEW BEGINNING: Amends Plan to Include City Electric Secured Claim
-----------------------------------------------------------------
New Beginning Missionary Baptist Church, Inc., submitted a Second
Amended Disclosure Statement describing Second Amended Plan of
Reorganization dated July 31, 2023.
Since filing this case, the Debtor 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.
The Debtor earns monthly revenues through donations by the Church's
Elders and congregants that averages approximately $10,000 per
month. The 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 $821,131.18 in secured
mortgages, liens and encumbrances on the Property.
Like in the prior iteration of the Plan, the Unsecured Claim of
Quigar Electric in the total sum of $8,929.58 shall be paid $248.03
per month with no interest for 36 months.
Class 7 consists of the Secured Claim of City Electric Supply
Company which filed no proof of claim in this case but holds a
timely recorded default final judgment dated June 19, 2009, against
the Debtor in the principal sum of $4,247.47 plus Florida state
statutory interest of $3,376.09 calculated quarterly pursuant to
the Florida Office of the Chief Financial Officer interest rates
beginning on June 20, 2009, through and including March 13, 2023,
the date of commencement of this case.
On the Effective Date, the Debtor shall commence making payments in
the sum of $491.92 including statutory interest at quarterly
interest rates varying from 8.00% on the judgment date to 5.52% on
the date of commencement of this case. Class 7 is impaired under
the Plan.
Therefore, the Debtor's total monthly plan payments of all classes
including projected U.S. Trustee fees of $250.00 per quarter for 35
months will be $7,799.63. The final Plan payment in month 36
including U.S. Trustee fees of .08% of the final sum due is
projected to be $1,411,953.41.
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.
The hearing to consider confirmation of the Plan and any timely
objections to confirmation will be held on August 29, 2023, at 1:30
P.M. before the Honorable Robert A. Mark, United States Bankruptcy
Judge.
The deadline to file an objection to confirmation of the Debtor's
Plan is August 24, 2023, AT 4:00 P.M. In order to be counted,
ballots must be actually received on or before August 22, 2023, at
4:00 P.M.
A full-text copy of the Second Amended Disclosure Statement dated
July 31, 2023 is available at https://urlcurt.com/u?l=cpOGC7 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.
NEW JERSEY VISION: U.S. Trustee Appoints Virginia Plaza as PCO
--------------------------------------------------------------
Andrew Vara, U.S. Trustee for Regions 3 and 9, appointed Virginia
Plaza as patient care ombudsman for New Jersey Vision Associates,
P.C.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the District of New Jersey on July 6.
The PCO may seek to retain counsel to assist her in the performance
of her duties and responsibilities except for her reporting
obligations as set forth in Section 333(b)(2) of the Bankruptcy
Code.
Ms. Plaza disclosed in a court filing that she is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
About New Jersey Vision
New Jersey Vision Associates, P.C. provides comprehensive eye care
services including routine eye examinations, screenings for eye
problems related to diabetes, high blood pressure, and thyroid
disease, as well as eye disorders such as cataract, glaucoma, and
macular degeneration.
New Jersey Vision Associates filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 23-15043) on June 9, 2023, with $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
Mitchell Vogel, MD, president, signed the petition.
Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is
the Debtor's legal counsel.
NEWELL BRANDS: S&P Lowers ICR to 'BB' on Sustained Higher Leverage
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.S.-based Newell Brands Inc. to 'BB' from 'BB+'. S&P also lowered
its issue-level rating on the company's unsecured notes to 'BB'
from 'BB+' and affirmed its '3' (30%-50%; rounded estimate: 55%)
recovery rating and 'B' commercial paper rating. The outlook
remains negative.
The negative outlook reflects S&P's expectation for leverage over
5x and a tight covenant cushion over the next 12 months.
S&P said, "The rating action reflects our expectation for credit
metrics to be weaker than expected over the next 12 months.
Newell's operating performance for the first half of fiscal 2023 is
below our prior expectations due to larger sales decline, inflation
in costs of goods sold, and restructuring charges. Leverage
increased to 7x for the last twelve months (LTM) ended June 30,
2023 (compared to 3.6x for the same period last year). Our forecast
is still heavily weighted for a rebound in the second half of 2023,
but it will not be enough to reduce leverage below 5x over the next
12 months. Sales declined 13% in the second quarter, and we now
forecast sales declining about 12% for the year due to weaker
demand and the impact of the Buy,Buy,Baby bankruptcy. EBITDA
margins fell to 9.8% for the second quarter of 2023 from 14.9% for
the same time last year, though we forecast a rebound in 2024 as
Newell recognizes cost-savings from its several restructuring
projects. The company's ability to reduce inventory is a large
driver of our base case. Free operating cash flow (FOCF) turned
positive for the six months ended June 30, 2023, and our forecast
is for $582 million by the end of fiscal year 2023 as inventory
reduces. We project leverage of about 5.5x-6.0x for fiscal year
2023 improving to below 5x in 2024, which is above its leverage of
4.6x in fiscal 2022.
"Newell has made credit positive capital allocation decisions. In
early 2023, Newell reduced the size of its dividend to free up cash
flow to repay debt. The dividend cut will reduce its previous $400
million annual dividend to about $120 million and free up about
$280 million of cash flow that it can use to reduce its $597
million short-term debt balance of as of June 2023. Given this
change, Newell was able to repay $255 million of short-term debt in
the second quarter of 2023. This will put the company in a better
position to address its upcoming debt maturities of $200 million of
4% senior unsecured notes due in 2024 and $500 million of 4.875%
senior unsecured notes due in 2025. Given the policy change, we
project $800 million of discretionary cash flow generation (after
dividends and capital expenditures [capex]) over the two-year
period. We expect the company to largely repay these smaller
maturities and continue to permanently reduce its debt burden and
improve its credit ratios. However, if Newell chooses to refinance
these maturities or borrow to repay them its likely to increase its
interest burden, which could put pressure on its ability to meet
its interest coverage covenant.
"Newell has a publicly stated 2.5x net leverage financial policy
target, but its capital allocation decisions, combined with weaker
demand for its products from a challenging macroeconomic backdrop,
have increased its debt burden over the last year. These dynamics
raised leverage higher than our previous expectations and may
potentially keep it elevated through 2024. We expect all
discretionary cash flow to be applied to debt reduction until the
company gets back in its target range, which will take some time."
Newell's new management announced a new strategy focused on
restoring profitability. Given recent underperformance, Newell's
newer management team has shifted its strategy to focus on
investing in its largest and most profitable brands (discontinuing
some of the smallest), expanding distribution in its fastest
growing channels and healthy retailers, and disproportionately
investing in mid and high price point products with a focus on the
U.S. and its top 10 markets and younger consumers. Currently 25 of
the company's 80 brands account for 90% of its sales and profits,
with two-thirds holding leading positions in the home market.
Newell will invest in consumer insights and marketing to create
products for the younger demographic that spends more on Newell's
major categories. Whether this strategy will be successful remains
to be seen. At this time, it is unclear if it will result in
further restructurings which hindered the company's EBITDA. Despite
weak performance, management plans to invest in capability building
and brand support to accelerate the goals of this new strategy. The
strategy continues to focus on simplification of its manufacturing
footprint (distribution center reduction to 20 from 30) and
leveraging its scale to drive improvements in profitability
resulting in 3%-4% of cost of goods sold savings per year and 50
basis points margin improvement on low-single-digit revenue growth.
If the company can achieve these savings, it could help mitigate
volatility during weaker economic cycles.
S&P said, "Newell's discretionary product portfolio will continue
to experience volatility over economic cycles. We believe Newell's
recent volatile performance stems partly from the discretionary
nature of its product portfolio. However, if weak demand for its
brands persists outside of economic cycles and we expect its
portfolio to be less resilient, we could reassess our view of the
business. The company has a long history of restructuring charges.
Nevertheless, prior to its recent earnings degradation, Newell
streamlined its operations, renewed the market positioning of its
core brands, improved its supplier and customer relationships,
increased its operational efficiency, and expanded the synergies
between its various divisions. We previously believed the cleaner
portfolio would make it easier for management to better plan for
demand, manage inventory, and reduce excess and obsolete inventory.
However, in 2022, a combination of inflation, supply chain
challenges, and inventory realignment at U.S. retailers kept
management from making these improvements.
"The negative outlook reflects that we could lower our ratings over
the next 12 months if leverage does not improve to below 5x and the
cushion under its interest coverage covenant does not improve."
S&P could lower its rating on Newell if it views the business less
favorably due to lower growth expectations, operational missteps,
or smaller scale given fluctuating demand for its products. S&P
could also lower the rating if leverage is sustained above 5x. This
could occur if:
-- Newell's operating performance suffers further due to a
pullback in orders from key retailers amid tough macroeconomic
conditions;
-- An extended period of high inflation or sharper-than-expected
drop in consumer spending hinders its ability to recover
operationally and sustain current credit metrics;
-- Newell prioritizes shareholder returns over debt reduction or
continues to spend on restructuring costs leading to less cash flow
available for debt repayment; or
-- Rising interest costs and deteriorating EBITDA leads to a
tighter covenant cushion or a breach of its interest coverage
covenant.
S&P could revise the outlook to stable if improving operating
performance and prudent financial policies enable Newell to sustain
leverage well below 5x. This could occur if:
-- Its sales and earnings prospects improve because consumer
demand improves, and the company successfully creates and innovates
products to appeal to consumer preferences; and
-- The company generates at least $500 million of FOCF and uses it
to reduce debt.
ESG credit indicators: E-2, S-2, G-2
NORTHRIVER MIDSTREAM: Moody's Rates New $850MM 1st Lien Loan 'Ba3'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior secured rating to
NorthRiver Midstream Finance LP's proposed $850 million first lien
term loan due 2030. NorthRiver's Ba3 corporate family rating,
Ba3-PD probability of default rating, Ba3 senior secured notes
rating are unchanged. The outlook is positive.
Proceeds will be used to partially refinance the company's $955
million term loan due 2025.
Assignments:
Issuer: NorthRiver Midstream Finance LP
Senior Secured 1st Lien Bank Credit Facility, Assigned Ba3
RATINGS RATIONALE
NorthRiver's rating is supported by: (1) take-or-pay contracts
constituting over 80% of revenue; (2) a diversified customer base
underpinned by strong counterparties holding long-term contracted
take-or-pay volumes; (3) extensive natural gas pipeline and
processing footprint concentrated in the central and northern
Montney with differentiating sour gas processing capacity; and (4)
a track record of steady EBITDA generation.
NorthRiver's rating is constrained by: (1) a portion of revenue
(about 15%) exposed to market demand (renewals and interruptible),
involving market price and volume risks; (2) dependence on the
continued development of economic liquids-rich gas to grow EBITDA
and volumes over time; and (3) ownership by private equity
(Brookfield Infrastructure), which could pursue more aggressive
financial policies than a normal public company, but is less
aggressive than typical private equity firms.
NorthRiver's liquidity is good. At Q1 2023, NorthRiver had about
C$35 million of cash and close to C$392 million available (after
LCs) under its C$400 million revolver expiring in 2028. Moody's
also forecast around C$95 million in free cash flow through year
end 2024. NorthRiver will maintain compliance with its leverage
covenant. NorthRiver has limited alternate sources of liquidity as
it has pledged all of its assets to secured lenders.
NorthRiver's first lien senior secured notes and term loan B are
both rated Ba3, the same as the CFR. Including the revolver, the
three tranches are secured on a pari passu basis and these
instruments represent the preponderance of liabilities in the
capital structure. If the Term Loan B is fully repaid or refinanced
with unsecured debt, first lien security for the notes falls away
and the rating on the notes could change depending on the capital
structure at that time.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include incremental debt capacity that
could push leverage in excess of 5.25x and certain collateral
leakage to unrestricted subsidiaries.
The positive outlook reflects Moody's expectation that NorthRiver's
deleveraging trend will continue, with debt to EBITDA settling
under 5x in 2023 while generating positive free cash flow.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if NorthRiver continues to grow
EBITDA while keeping debt to EBITDA below 5x.
The ratings could be downgraded if EBITDA declines, debt to EBITDA
rises above 6.5x or financial policy becomes more aggressive.
NorthRiver Midstream Finance LP, based in Calgary, Alberta, is a
privately-held midstream company that gathers and processes natural
gas in northeastern British Columbia and west central Alberta.
The principal methodology used in this rating was Midstream Energy
published in February 2022.
NORWICH DIOCESAN: Unsecureds Will Get 100% of Claims in Plan
------------------------------------------------------------
The Norwich Roman Catholic Diocesan Corp. and the Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court for the District of Connecticut a Joint Disclosure Statement
for Plan of Reorganization dated July 31, 2023.
The Diocese, through its central administrative offices, provides
operational support to certain of the Parishes and provides
services for several charitable organizations.
The Diocese filed a voluntary chapter 11 petition to address fully
and fairly through the bankruptcy reorganization process the claims
of sexual abuse made against it and certain other related parties,
while enabling the Diocese to continue to fulfill its Catholic
mission and support its ministries.
On July 29, 2021, the United States Trustee for Region 2 appointed
the Committee to represent the Diocese's unsecured creditors under
Section 1102(a)(1) of the Bankruptcy Code. The Committee consists
of five individuals who hold claims against the Debtor based upon
the sexual abuse they suffered as children inflicted upon them by
perpetrators for whom the Diocese is allegedly responsible.
Since its appointment, the Committee and its professionals have
conducted an extensive examination and analysis of the Diocese and
its assets and liabilities, including insurance coverage and
available causes of action against certain other parties. The
Committee and the Diocese sought to resolve this bankruptcy case in
a manner that would provide meaningful financial compensation to
the survivors of child sexual abuse and some measure of
accountability to those allegedly responsible parties while still
permitting the Diocese to reorganize and pursue its religious,
charitable, and educational mission.
The Plan provides the means for settling and paying all Claims
asserted against the Debtor while providing for the Diocese's
emergence from bankruptcy. The Plan requires the Diocese, Catholic
Mutual and the Participating Parties, including the Parishes, Mount
St. John, Oceania, Xavier, Mercy and St. Bernard—to make fair and
reasonable settlement payments, and/or substantial and meaningful
contributions to fund Distributions to Abuse Claimants. The Plan
also appropriately treats other Claimants of the Diocese. The
Debtor and the Committee estimate that the funding provided for in
the Plan shall ultimately exceed $32 million.
Excluding duplicative claims, individuals have filed Abuse Claims
against the Debtor classified in Class 4, including Late Filed
Abuse Claims and Barred Child Sexual Abuse Claims. Such Abuse
Claims resulted or arose, in whole or in part, directly or
indirectly, from Abuse, and seek monetary damages or any other
relief, under any theory of liability, including vicarious
liability, any negligence-based theory, contribution, indemnity, or
any other theory based on any acts or failures to act by the
Debtor. Abuse Claims also include Claims against a Participating
Party for which the Debtor's conduct is a legal cause or a legally
relevant factor.
On the Effective Date, under the terms of the Plan and the Trust
Documents, the Trust shall be created for the benefit of all Class
4 Claims. The Trust will be funded by the Debtor and the
Reorganized Debtor with the following:
* $1.22 million of cash;
* $500,000 on account of reserved amounts held for Epiq or
amounts disgorged by Epiq;
* $2.5 million realized from a real estate transaction with
Xavier;
* $6.55 million realized from the sale of real estate used by
St. Bernard;
* $800,000 evidenced by a promissory note granted by the
Diocese to the Trust due and payable in one year from the Effective
Date of the Plan;
* The Transferred Real Estate owned by the Diocese, or their
Net Proceeds; and
* The Transferred Insurance Interests related to the Non
Settling Insurers including the Insurance Claims against and
Insurance Recoveries due from such NonSettling Insurers.
Claims against the Debtor that are not Abuse Claims are identified
and described in this Disclosure Statement. They will be treated as
follows under the Plan:
* Other Priority Claims in Class 1 is unimpaired under the
Plan and shall receive 100% recovery.
* The Citizens Secured Guaranty Claim in Class 2 is impaired
and upon the closing of the Middletown Property Sale, Citizens
shall fully, finally and completely release the Diocese.
* The M&T Secured Revolving Loan Claim and M&T Secured
Guaranty Claim in Class 3 are impaired and shall retain its Claims
against the Reorganized Debtor and the Liens securing such Claims
under the Plan.
* General Unsecured Claims in Class 6 are unimpaired under the
Plan and shall receive 100% recovery.
* Abuse Related Contribution Claims in Class 7 are impaired
under the Plan and shall receive no recovery.
* The Claims held by the Catholic Entities (which include
Mercy, St. Bernard and Mount St. John), Xavier and Oceania
classified in Class 8 are impaired under the Plan and the Catholic
Entities, Xavier and Oceania have, as part of their settlement with
the Diocese reflected in the Plan, waived the right to receive any
Distribution under the Plan.
Class 6 consists of General Unsecured Claims. Except to the extent
that a Class 6 Claimant agrees to less favorable treatment of their
Class 6 Claim, in exchange for full and final satisfaction of such
Allowed General Unsecured Claim, at the sole option of the
Reorganized Debtor: (a) each Class 6 Claimant shall receive payment
in Cash in an amount equal to such Allowed General Unsecured Claim,
payable on or as soon as reasonably practicable after the last to
occur of (i) the Effective Date, (ii) the date on which such
General Unsecured Claim becomes an Allowed General Unsecured Claim,
and (iii) the date on which the Class 6 Claimant and the Diocese or
Reorganized Debtor, as applicable, shall otherwise agree in
writing; or (b) satisfaction of such Allowed General Unsecured
Claim in any other manner that renders the Allowed General
Unsecured Claim Unimpaired, including Reinstatement. Class 6 is
Unimpaired. This Class will receive a distribution of 100% of their
allowed claims.
On the Effective Date, the Trust shall be established under the
Trust Documents and the Unknown Abuse Claims Trust shall be
established under the Unknown Abuse Claims Trust Documents. The
Trust Documents and Unknown Abuse Claims Trust Documents, including
the Trust Agreement and Unknown Abuse Claims Trust Agreement.
The Debtor, the Participating Parties and Settled Insurers shall
make cash contributions to the Trustee for the benefit of the
Trust, by delivering the following amounts to the Effective Date
Escrow Agent (collectively, the "Cash Contributions"). The Cash
Contributions shall be delivered to the Effective Date Escrow Agent
within 30 calendar days of the Confirmation Order becoming a
Non-Appealable Order.
A full-text copy of the Joint Disclosure Statement dated July 31,
2023 is available at https://urlcurt.com/u?l=zhs5FF from
PacerMonitor.com at no charge.
Attorneys for the Official Committee of Unsecured Creditors:
Stephen M. Kindseth, Esq.
Eric A. Henzy, Esq.
Daniel A. Byrd, Esq.
Zeisler & Zeisler, PC
10 Middle Street, 15th Floor
Bridgeport, CT 06604
Telephone: (203) 368-4234
Email: skindseth@zeislaw.com
Attorneys for the Debtor:
Patrick M. Birney, Esq.
Andrew A. DePeau, Esq.
Annecca H. Smith, Esq.
Robinson & Cole LLP
280 Trumbull Street
Hartford, CT 06103
Tel: (860) 275-8275
Fax: (860) 275-8299
Email: pbirney@rc.com
adepeau@rc.com
asmith@rc.com
- and -
Louis DeLucia, Esq.
Alyson M. Fiedler, Esq.
Ice Miller LLP
1500 Broadway, Suite 2900
New York, NY 10036
Tel: (215) 377-5007
Fax: (215) 377-5008
Email: louis.delucia@icemiller.com
alyson.fiedler@icemiller.com
About The Norwich Roman Catholic
Diocesan Corporation
The Norwich Roman Catholic Diocesan Corporation is a nonprofit
corporation that gives endowments to parishes, schools, and other
organizations in the Diocese of Norwich, a Latin Church
ecclesiastical territory or diocese of the Catholic Church in
Connecticut and a small part of New York.
The Norwich Roman Catholic Diocesan Corporation sought Chapter 11
protection (Bankr. D. Conn. Case No. 21-20687) on July 15, 2021,
with $10 million to $50 million in assets against liabilities of
more than $50 million. Judge James J. Tancredi oversees the case.
The Debtor tapped Ice Miller, LLP, Robinson & Cole, LLP and Gellert
Scali Busenkell & Brown, LLC as bankruptcy counsel, Connecticut
counsel and special counsel, respectively. Epiq Corporate
Restructuring, LLC is the claims and noticing agent.
On July 29, 2021, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors in the Chapter 11 case.
The committee tapped Zeisler & Zeisler, PC as its legal counsel.
The Debtor filed its proposed Chapter 11 plan of reorganization and
disclosure statement on Jan. 17, 2023.
OSAIC HOLDINGS: S&P Rates New $1.65BB Senior Secured Term Loan 'B'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating to Osaic Holdings
Inc.'s (B/Stable/--) proposed $1.65 billion senior secured
five-year term loan. The proceeds of the new loan will be used to
repay fully the existing $1.448 billion term bank loan (maturing
May 2026) with the remainder to be spent on general corporate
purposes, including bolt-on acquisitions.
S&P said, "The net new additional debt of about $200 million,
resulting from this transaction, will have no rating impact because
we don't expect it to materially erode the company's leverage or
debt service coverage metrics. Even with this additional debt, we
expect adjusted debt to EBITDA to remain below 5.5x in 2023, in
line with our 'B' rating assessment and current stable outlook.
This is mainly because cash sweep revenue continues to benefit from
the rapid increase in short-term interest rates.
"In our view, the debt service coverage ratio of just above 2.0x
will continue to constrain our rating on Osaic, with no material
additional negative impact from this transaction."
PALLADIUM CORRAL: Unsecureds to Get Share of Income for 3 Years
---------------------------------------------------------------
Palladium Corral, LLC filed with the U.S. Bankruptcy Court for the
Western District of Texas a Plan of Reorganization dated July 31,
2023.
The Debtor was formed in 2019 as a limited liability corporation in
the State of Texas and operates a Golden Corral restaurant located
at 9111 W. Loop 1604, Helotes, Texas.
The Debtor acquired the land and building and the Golden Corral
from GSFG Texas, LLC and Hill Country Golden Corral, LLC fro the
sum of $2,795,000.00. GSFG owner financed the acquisition and the
Debtor executed a promissory note in the amount of $2,775,000. This
occurred on February 28, 2020.
Almost immediately after the acquisition, COVID swept through the
U.S. Even after restaurants were allowed to reopen, it was not
until July 2021 before restaurants were operated at full capacity.
In February, the Debtor was unable to make the monthly payment to
GSFG and GSFG posted the property for foreclosure. Negotiations
ensued to reach an agreement which was not successful and this
bankruptcy was filed on May 2, 2023.
Class 3 claims are general unsecured claims that are not secured by
property of the estate. These are the known unsecured claims:
* Capybara Capital, LLC in the amount of $40,228.75. This
claim is disputed.
* Coca-Cola in the amount of $2,854.56. This claim is
undisputed.
* AMEX in the amount of $80,974.42. This claim is undisputed.
* SAWS in the amount of $32,951.84. This claim is undisputed.
* IRS in the amount of $10,280.11. This claim is disputed,
* Apex Funding in the amount of $269,000. This claim is
disputed.
* US Foods in the amount of $39,599.12. This claim is
disputed.
* CPS in the amount of $46,671.47. This claim maybe disputed.
The Debtor shall set aside the cumulative amounts identified as
"Yearly Disposable Income Calculation" during the period of time
which is 36 months from the effective date of the Plan, which shall
be known as the "General Unsecured Creditor Fund". The Debtor shall
make the annual payment due to this fund on or before the 12th,
24th and 26th months following the effective date of the Plan. All
Creditors holding Allowed Unsecured Claims shall be paid a Pro Rata
share of funds deposited in the General Unsecured Creditor Fund on
an annual basis, with each payment being due on the yearly
anniversary of the effective date. Class 3 is impaired.
All existing equity interests in the Debtor shall be retained.
This Plan is based upon distributions to Creditors by the Debtor,
at its option, by means of one or more of the following: (a) cash
presently held by the Debtor and cash to be acquired through the
operation of its business including cash generated from the
operations of its restaurant; (b) collection of its accounts
receivables; (c) monies received from any lawsuit the Debtor may
bring against creditors and sale of the business.
A full-text copy of the Plan of Reorganization dated July 31, 2023
is available at https://urlcurt.com/u?l=D0eC5Q from
PacerMonitor.com at no charge.
Attorney for Debtor:
Dean W. Greer, Esq.
West & West Attorneys at Law, P.C.
2929 Mossrock, Ste. 204
San Antonio, TX 78230
Tel: (210) 342-7100
Fax: (210) 342-3633
Email: dean@dwgreerlaw.com
About Palladium Corral
Palladium Corral, LLC, was formed in 2019 as a limited liability
corporation in the State of Texas and operates a Golden Corral
restaurant located at 9111 W. Loop 1604, Helotes, Texas.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50546) on May
2, 2023. The petition was signed by Brian J. Smith as managing
member. At the time of filing, the Debtor estimated $1 million to
$10 million in both assets and liabilities.
Judge Michael M. Parker presides over the case.
Dean W. Greer, Esq., at West & West Attorneys at Law, P.C.,
represents the Debtor as counsel.
PEACE EQUIPMENT: Seeks to Hire David Davila CPA as Accountant
-------------------------------------------------------------
Peace Equipment LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire David Davila, CPA, a tax
preparer in Mcallen, Texas, as its accountant.
Mr. Davila will provide accounting services, financial and tax
preparation services for the Debtor.
The Debtor has agreed to compensate Mr. Davila on a monthly fee
basis. The monthly fee for Davila is $1,350. For such fee, Mr.
Davila will also prepare the monthly operating report.
Mr. Davila assured the court that he is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
Mr. Davila can be reached at:
Davila David CPA
5525 N McColl Rd
McAllen, TX 78504
Phone: +1 956-687-2070
About Peace Equipment
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: $2B Bank Debt Trades at 19% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which PECF USS
Intermediate Holding III Corp is a borrower were trading in the
secondary market around 81.1 cents-on-the-dollar during the week
ended Friday, August 4, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $2 billion facility is a Term loan that is scheduled to mature
on December 15, 2028. About $1.97 billion of the loan is withdrawn
and outstanding.
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.
PHASEBIO PHARMACEUTICALS: Responds to UST Disclosure Objections
---------------------------------------------------------------
PhaseBio Pharmaceuticals, Inc., filed a reply to the objection
filed by the Office of the United States Trustee for the District
of Delaware on July 24, 2023 to the motion of the Debtor for entry
of an order conditionally Approving the Combined Disclosure
Statement and Plan for Solicitation Purposes Only.
Following the sale of substantially all of the Debtor's bentracimab
assets pursuant to the SFJ Settlement Agreement, and its
non-bentracimab assets pursuant to the Non-Bentracimab Asset Sales
(as more fully set forth in the Motion), the Debtor, in
consultation with its professionals and advisors, has been focused
on administering its remaining assets and identifying the value
maximizing path forward for winding down its estate and making
distributions to the Holders of Allowed Claims and, if applicable,
Equity Interests.
To that end, on July 7, 2023 the Debtor filed the Debtor's Combined
Disclosure Statement and Chapter 11 Plan and the Motion, seeking,
inter alia, approval of the adequacy of the Combined Disclosure
Statement and Plan on an interim basis and for solicitation
purposes only and procedures for the solicitation and tabulation of
votes to accept or reject the Combined Disclosure Statement and
Plan.
The Debtor intends to seek votes on the Combined Disclosure
Statement and Plan as the Debtor believes that the Combined
Disclosure Statement and Plan represents the best path forward in
this Chapter 11 Case.
The U.S. Trustee is the only party to file an objection (i.e. the
Objection) to conditional approval of the Combined Disclosure
Statement and Plan, and the issues raised in the Objection relate
to the opt-out mechanics of the Combined Disclosure Statement and
Plan's third-party releases set forth in Article XIV.C (the
"Third-Party Releases"). Specifically, the Combined Disclosure
Statement and Plan, and related Ballots, provides for three
scenarios related to voting creditors. Such creditors in Class 3
may choose to either: (i) vote to accept the entire Plan, including
the Third-Party Releases, (ii) vote to reject the Plan, in which
case such creditor may opt out of the Third-Party Releases, or
(iii) abstain from voting on the Plan, in which case such creditor
may opt out of the Third-Party Releases. The Objection at this time
only goes to the propriety of the first of these three options for
creditors in Class 3 – those who vote to accept the entirety of
the Plan including the Third-Party Releases. The U. S. Trustee
believes such creditors must be given the right to vote to accept
the Plan and, at the same time, choose to opt out of one of the
material provisions of the Plan (i.e., the Third-Party Releases).
The Objection goes to the propriety of the opt-out procedures and
is inherently a plan confirmation issue that should be addressed at
the hearing on confirmation of the Combined Disclosure Statement
and Plan. Nevertheless, the Debtor asserts that the opt-out
procedures set forth in the Motion are reasonable. According to
the Debtor, the Objection should be overruled, or adjourned until
the Confirmation Hearing, and the Combined Disclosure Statement and
Plan should be approved for solicitation purposes only as requested
in the Motion.
Counsel for the Debtor:
Daniel J. DeFranceschi, Esq.
Michael J. Merchant, Esq.
Brendan J. Schlauch, Esq.
Sarah E. Silveira, Esq.
James F. McCauley, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, 920 N. King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
E-mail: defranceschi@rlf.com
merchant@rlf.com
schlauch@rlf.com
silveira@rlf.com
mccauley@rlf.com
- and -
Cullen Drescher Speckhart, Esq.
Olya Antle, Esq.
COOLEY LLP
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004
Telephone: (202) 842-7800
Facsimile: (202) 842-7899
E-mail: cspeckhart@cooley.com
oantle@cooley.com
- and -
Robert L. Eisenbach III, Esq.
COOLEY LLP
3 Embarcadero Center, 20th Floor
San Francisco, CA 94111
Telephone: (415) 693-2000
Facsimile: (415) 693-2222
E-mail: reisenbach@cooley.com
About Phasebio Pharmaceuticals
PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is
focused on the development and commercialization of novel therapies
to treat orphan diseases, with an initial focus on cardiopulmonary
indications. It is based in Malvern, Pa.
PhaseBio Pharmaceuticals filed a petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on
Oct. 24, 2022. In the petition filed by its chief executive
officer, Jonathan Mow, the Debtor reported $17,970,000 in assets
and $21,320,000 in debt as of Aug. 31, 2022.
Judge Laurie Selber Silverstein oversees the case.
The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards,
Layton & Finger, PA, as Delaware bankruptcy counsel;
SierraConstellation Partners, LLC as financial advisor; KPMG, LLP
as tax consultant; and Miller Buckfire & Co. as investment banker.
Omni Agent Solutions is the claims, noticing and administrative
agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors in the Debtor's case on Nov. 3, 2022. McDermott
Will & Emery, LLP and FTI Consulting, Inc., serve as the
Committee's legal counsel and financial advisor, respectively.
PLASTIQ INC: Unsecureds to Recover 4.6% to 5.4% in Plan
-------------------------------------------------------
Plastiq Inc., and its Affiliated Debtors filed with the U.S.
Bankruptcy Court for the District of Delaware a Combined Disclosure
Statement and Chapter 11 Plan dated July 31, 2023.
Plastiq Inc. is at the forefront of digital transformation of the
small and medium business economy.
The Debtors provide a leading software platform for business-to
business payment automation that powers all aspects of accounts
payables and accounts receivables operations for small and medium
businesses ("SMBs").
The Debtors' services solve two primary needs of SMBs: (i)
automation at an affordable price; and (ii) assisting with healthy
cash flow. In addition to the services aimed towards SMBs, the
Debtors facilitate one-time or recurring payments for individuals
for bills such as rent, mortgage, utilities, day care, homeowners
association fees, and other expenses. To that end, the Debtors
operate through five business lines: Plastiq Pay, Plastiq Accept,
Plastiq Connect, Plastiq Credit, and in 2023, the Debtors plan to
launch Plastiq SmartPay.
After carefully considering, among other things, the Debtors' cash
position, feedback received through the prepetition marketing
process and the LOI diligence, the increasing pressure from the
Debtors' vendor base, threatened litigation related to the
Colonnade Agreement, and the recommendation of the Special
Committee, the members of the Board determined that the only viable
path to preserving and maximizing the value of the Debtors'
assets was to commence these Chapter 11 Cases. Around the same
time, the Board determined that it was in the Debtors' best
interest to sell some or substantially all of their assets through
a Court-approved marketing and sale process (the "Sale Process").
On May 23, 2023, the Debtors and the Stalking Horse Bidder agreed
on the terms of a stalking horse bid, and executed the Stalking
Horse Agreement. The Stalking Horse Agreement provides that the
Stalking Horse Bidder will provide the following consideration to
acquire substantially all of Debtors' Assets, in addition to the
assumption by Stalking Horse Bidder of certain assumed
liabilities:
* a cash payment to the Debtors equal to $27.5 million;
* pay to Blue Torch the consideration as described in the
Exchange Agreement Terms attached to the Stalking Horse Agreement,
in accordance with the terms and conditions of the Exchange
Agreement; and
* pay to Colonnade the consideration as described in the
Letter Agreement Terms attached so the Stalking Horse Agreement, in
accordance with the terms and conditions of the Letter Agreement.
The Stalking Horse Agreement served as the baseline for all
prospective bidders to negotiate from and be subject to higher or
otherwise better bids for the Assets in accordance with the Bidding
Procedures. The Debtors' entry into the Stalking Horse Agreement,
together with the liquidity provided under the DIP Facility and
consensual use of cash collateral, permitted the Debtors to conduct
a value-maximizing Sale Process that was backstopped by the
Stalking Horse Bidder.
On July 31, 2023, the Bankruptcy Court entered the Sale Order
approving the Sale to the Stalking Horse Bidder.
Class 4 consists of General Unsecured Claims. Unless the Holder
agrees to a different treatment, each Holder of a General Unsecured
Claim shall receive such Holder's pro rata share of the liquidated
value of the Litigation Trust Assets. The allowed unsecured claims
total $27,729,998. This Class will receive a distribution of 4.6%
to 5.4% of their allowed claims.
On the Effective Date, all Interests shall be extinguished as of
the Effective Date, and owners thereof shall receive no
Distribution on account of such Interests.
The Plan will be implemented by, among other things, the
establishment of the Litigation Trust, the vesting in and transfer
to the Litigation Trust of the Litigation Trust Assets, and the
making of Distributions by the Litigation Trust in accordance with
the Plan, Litigation Trust Agreement, and the Litigation Trust
Budget.
All Allowed Administrative Claims and U.S. Trustee Fees shall be
paid from the Debtors' Cash or Litigation Trust Assets. With
respect to Professional Fee Claims, prior to the Effective Date,
the Debtors shall establish and fund the Professional Fee Escrow
Account with Cash equal to the Professional Fee Reserve Amount. The
Professional Fee Escrow Account shall be maintained in trust for
the Professionals (other than professionals retained pursuant to
the OCP Order). Each Holder of an Allowed Professional Fee Claim
will be paid by the Debtors or the Litigation Trust in Cash from
the Professional Fee Escrow Account. All amounts remaining in the
Professional Fee Escrow Account after all Allowed Professional Fee
Claims have been paid in full shall vest in the Litigation Trust.
If the Professional Fee Escrow Account is insufficient to pay the
full amount of all Allowed Professional Fee Claims, remaining
unpaid Allowed Professional Fee Claims shall be promptly paid by
the Litigation Trust from the Litigation Trust Assets.
A full-text copy of the Combined Disclosure Statement and Plan
dated July 31, 2023 is available at https://urlcurt.com/u?l=vaBQBf
from Kurtzman Carson Consultants, LLC, claims agent.
Counsel for Debtors:
Michael R. Nestor, Esq.
Matthew B. Lunn, Esq.
Joseph M. Mulvihill, Esq.
Jared W. Kochenash, Esq.
Young Conaway Stargatt & Taylor, LLP
1000 North King Street
Rodney Square
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: mnestor@ycst.com
mlunn@ycst.com
jmulvihill@ycst.com
jkochenash@ycst.com
About Plastiq Inc.
Founded in 2012, Plastiq Inc. is a B2B payments company for SMBs.
It has helped tens of thousands of businesses improve cash flow
with instant access to working capital while automating and
enabling control over all aspects of accounts payable and
receivable. Plastiq provides growing finance teams with technology
and know-how once reserved for only large enterprises.
The flagship product, Plastiq Pay, pioneered a way for businesses
to pay suppliers by credit card regardless of acceptance as an
alternative to expensive, scarce bank loan options. Plastiq Accept
offers an alternative to expensive merchant services, enabling
businesses to accept credit cards with no merchant fees and get
paid across any customer touch point, including a website, invoice,
checkout process, and in person via QR code.
Plastiq Inc. and affiliates sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10671) on May 24,
2023. In the petition filed by its chief restructuring officer,
Vladimir Kasparov, Plastiq Inc. reported $50 million to $100
million in both assets and liabilities.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Young, Conaway, Stargatt & Taylor, LLP as
counsel; and Portage Point Partners, LLC as restructuring advisor.
Vladimir Kasparov of Portage Point Partners serves as the Debtors'
chief restructuring officer. Kurtzman Carson Consultants, LLC is
the claims agent and administrative advisor.
PLX PHARMA: Unsecureds Owed $11.9M to Get 49% of Claims
-------------------------------------------------------
The Debtors, PLx Pharma Winddown Corp., f/k/a PLx Pharma Inc., and
PLx Opco Winddown Corp., f/k/a PLx Opco Inc., jointly propose the
following First Amended Combined Disclosure Statement and Plan for
the liquidation of the Debtors' Assets and distribution of the
proceeds of the Assets to the Holders of Allowed Claims as set
forth herein. Each Debtor is a proponent of the Plan within the
meaning of section 1129 of the Bankruptcy Code.
On April 12, 2023, the Debtors and the Stalking Horse Bidder
entered into the Stalking Horse APA. As more fully described in the
Bidding Procedures Motion, upon its execution, the Stalking Horse
APA provided for the sale of substantially all of the Debtors'
assets (the "Sale") and the following principal terms, as more
fully set forth and defined in the Stalking Horse APA:
* Purchase Price:
(A) Pursuant to section 363(k) of the Bankruptcy Code, an initial
credit bid of a portion of the Stalking Horse Bidder's secured
claims in the amount of $3,000,000, which shall offset the Debtors'
liability to the Stalking Horse Bidder on a dollar-for-dollar
basis, plus
(B) $100,000 in Cash, plus
(C) assumption of the Assumed Liabilities.
* Assignment and Assumption of Certain Liabilities: Subject to the
terms and conditions set forth in the Stalking Horse APA, the
Stalking Horse Bidder shall assume from the Debtors and thereafter
be responsible for the payment, performance or discharge of the
Assumed Liabilities and obligations of the Debtors as more fully
described in Sections 1.1, 2.3 and 2.6 of the Stalking Horse APA;
and without duplication, all obligations of the Seller that first
arise after the Closing under the Assumed Contracts.
* Assets Subject to Stalking Horse APA: All the Debtors' Assets and
all properties, assets and rights used in or held for use by the
Debtors in connection with, or related to the Debtors' business, or
arising out of the Debtors' business as more fully described in
Section 1.1 of the Stalking Horse APA, except for Excluded
Assets—including the Debtors' cash on hand projected to provide a
meaningful recovery to creditors.
* Release of Escrows to Certain Retailers in Respect of
Discontinued VAZALORE Product: In accordance with the Stalking
Horse APA, prior to the Petition Date, the Debtors escrowed
$900,000 for the benefit of the Stalking Horse Bidder to pay
certain retailers on account of discontinued VAZALORE product. Such
payments, once reconciled, shall reduce the Debtors' liability to
the Stalking Horse Bidder on a dollar-for-dollar basis.
On May 10, 2023, in accordance with the Bid Procedures Order, the
Debtors filed and served the Notice of Auction, Sale Hearing and
Certain Related Deadlines [D.I. 102] (the "Sale Notice"). The Sale
Notice identified certain deadlines, which were approved by the Bid
Procedures Order (the "Sale Deadlines"). Among others, the Sale
Deadlines included a May 19, 2023 bid deadline, a May 22, 2023
auction date (as necessary) and a May 25, 2023 sale hearing.
Notwithstanding the Debtors' robust pre- and post-petition sale
process, no parties except for the Stalking Horse Bidder provided a
bid and, in accordance with the Bid Procedures Order, the auction
was cancelled.
However, in consideration of comments made by the Bankruptcy Court
at the hearing to consider the Bid Procedures Order, the Debtors
and the Stalking Horse Bidder amended the Stalking Horse APA to,
among other things, provide clarity that certain assets would
remain with the Debtors, including an approximate $69,000 tax
refund due and owing from the State of Delaware and to allow for
the reconciliation of the MPG Claim. The amendment was filed with
the Bankruptcy Court on May 23, 2023.
On May 25, 2023, the Bankruptcy Court conducted a hearing to
consider the Sale to the Stalking Horse Bidder under the Stalking
Horse APA, as amended, on an uncontested basis. At the conclusion
of the hearing, the Bankruptcy Court entered the Sale Order,
thereby approving the Sale.
In addition to approving the Sale, among other things, the Sale
Order (i) fixed the Allowed General Unsecured Claim of the MPG
Group at $1.7 million (as described above); (iii) authorized the
Debtors to change their names upon consummation of the Sale as
required by the Stalking Horse APA; and (iii) provided for certain
releases between the Debtors and the Stalking Horse Bidder.
Also, Section 2.1 of the Stalking Horse APA provides the list of
assets purchased by the Stalking Horse Bidder (subject to the later
filed amendment) and includes the purchase of all "Acquired
Claims," which are defined as:
all causes of action, lawsuits, judgments, Claims, refunds, rights
of recovery, rights of setoff, counterclaims, defenses, demands,
remedies, warranty claims, rights to indemnification, contribution,
advancement of expenses or reimbursement, or similar rights
(whether choate or inchoate, known or unknown, contingent or
noncontingent) available to Sellers or their estates as of the time
of Closing against (a) Buyer or any of its Affiliates (other than
Claims pursuant to this Agreement or arising out of the
Transactions contemplated hereby), (b) any person who at any time
at or prior to Closing served or may serve as a director, officer,
manager, employee or advisor of any Seller and any shareholder or
Related Party of any Seller, (c) any customer, supplier,
manufacturer, distributor, broker, or vendor of any Seller or any
other Person with whom any Seller has an ordinary course commercial
relationship, and (d) any other third party.
In turn, the Stalking Horse Bidder released the Acquired Claims (as
defined in the Stalking Horse APA) as and to the extent provided
for in Paragraph 30 of the Sale Order, which provides:
Effective upon the Closing Date, the Stalking Horse Bidder shall
forever and irrevocably be deemed to have released, discharged, and
acquitted the Debtors and their estates and each of their former,
current, and future officers, employees, directors, agents,
representatives, owners, members, shareholders, partners, financial
and other advisors, investors and consultants, legal advisors,
shareholders, managers, consultants, accountants, attorneys,
affiliates, and predecessors and successors in interest from any
and all claims, demands, liabilities, responsibilities, disputes,
remedies, causes of action, indebtedness and obligations, rights,
assertions, allegations, actions, suits, controversies,
proceedings, losses, damages, injuries, reasonable attorneys' fees,
costs, expenses, or judgments of every type, whether known,
unknown, asserted, unasserted, suspected, unsuspected, accrued,
unaccrued, fixed, contingent, pending or threatened, including all
legal and equitable theories of recovery, arising under common law,
statute or regulation or by contract, of every nature and
description; provided, however, nothing herein shall release any
rights, claims and defenses of the Stalking Horse Bidder with
respect to the Remaining Stalking Horse Bidder Claim or any claims
or causes of action that the Stalking Horse Bidder may have to
enforce the terms of the Stalking Horse APA and this Sale Order.
As set forth in the Notice of Sale Closing, Change of Debtors'
Names, and Assumed and Assigned Agreements dated May 26, 2023, the
Sale closed on May 26, 2023.
Following the closing of the Sale, the Debtors have been focused
principally on efficiently winding down their businesses and
preserving Cash held in the Estates. That included eliminating
virtually all operating expenses, including terminating all
employees and closing the Debtors' office by June 30, 2023.
In addition, as part of those wind down efforts, the Debtors filed
(i) the Motion for Entry of an Order, Pursuant to Sections 105(a)
and 365(a) of the Bankruptcy Code, Authorizing the Debtors to
Reject Certain Contracts Effective as of June 6, 2023, (ii) the
Debtors' Motion for Entry of an Order (I) Authorizing the Debtors
to, Effective as of June 30, 2023, (A) Abandon Certain Property and
(B) Reject Any Executory Contracts Associated Therewith, and (II)
Granting Related Relief, and (iii) the Debtors' Motion for Order,
Pursuant to Sections 105(a), 365(a), and 554 of the Bankruptcy Code
and Bankruptcy Rule 6004, Authorizing (I) Rejection of (A) Certain
Unexpired Leases of Non-Residential Real Property and (B) a Certain
Executory Contract, Effective as of the Rejection Date, and (II)
Abandonment of any Remaining Property Located at the Premises
Covered By the Unexpired Leases, pursuant to which the Debtors have
sought, as applicable, to reject certain executory contracts and
unexpired leases and abandon certain personal property of de
minimis or no value to their Estates. The Debtors expect to seek
the rejection of other contracts and leases.
This Combined Disclosure Statement and Plan provides for the Assets
to be liquidated over time and the proceeds thereof to be
distributed to Holders of Allowed Claims in accordance with the
terms of the Plan and the treatment of Allowed Claims described
more fully herein. The Plan Administrator will effect such
liquidation and Distributions. The Debtors will be dissolved as
soon as practicable after the Effective Date.
Under the Plan, Class 3 General Unsecured Claims total $11,907,000.
Each Holder of an Allowed Class 3 Claim, in full satisfaction of
such Allowed Class 3 Claim, will receive (i) its Pro Rata share of
the General Unsecured Claim Distribution, or (ii) such other less
favorable treatment as to which such Holder and the Post-Effective
Date Debtors shall have agreed upon in writing. Creditors will
recover 49% of their claims. Class 3 is impaired.
General Unsecured Claim Distribution: The aggregate amount of Cash
or proceeds realized from the Assets of the Estates, including,
without limitation, the proceeds of any Retained Causes of Action,
available for Distribution Pro Rata to Holders of Allowed General
Unsecured Claims, after the payment, or appropriate reserves have
been established, in full satisfaction of wind-down costs,
including fees payable pursuant to section 1930 of title 28 of the
United States Code, Allowed Unclassified Claims, Allowed Secured
Claims and Allowed Priority Non-Tax Claims.
The Plan will be implemented by, among other things, the
appointment of the Plan Administrator and the making of
Distributions from the Assets, including, without limitation, all
Cash and the proceeds, if any, from the Retained Causes of Action,
by the Post-Effective Date Debtors in accordance with the Plan and
the Plan Administrator Agreement. Except as otherwise provided in
the Plan, on and after the Effective Date, all Assets of the
Estate, including all claims, rights, Retained Causes of Action and
any property acquired by the Debtors under or in connection with
the Plan, shall vest in the Post-Effective Date Debtors, free and
clear of all Claims, Liens, charges, other encumbrances and
Interests.
The Confirmation Hearing has been scheduled for September 13, 2023
at 2:00 p.m. (prevailing Eastern Time) at the Bankruptcy Court, 824
North Market Street, 5th Floor, Courtroom 4, Wilmington, Delaware
19801 to consider (a) final approval of the Disclosure Statement as
providing adequate information pursuant to section 1125 of the
Bankruptcy Code and (b) confirmation of the Plan pursuant to
section 1129 of the Bankruptcy Code.
Any objection to final approval of the Disclosure Statement as
providing adequate information pursuant to section 1125 of the
Bankruptcy Code or confirmation of the Plan must be made in writing
and filed and served by no later than September 1, 2023 at 4:00
p.m. (prevailing Eastern Time).
Co-Counsel to the Debtors:
Robert S. Brady, Esq.
Robert F. Poppiti, Jr., Esq.
Shane M. Reil, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: rbrady@ycst.com
rpoppiti@ycst.com
sreil@ycst.com
- and -
Adam H. Friedman, Esq.
Jonathan T. Koevary, Esq.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, NY 10019
Telephone: (212) 451-2300
E-mail: afriedman@olshanlaw.com
jkoevary@olshanlaw.com
A copy of the First Amended Combined Disclosure Statement and Joint
Chapter 11 Plan of Liquidation dated July 26, 2023, is available at
bit.ly/45njLH5 from PacerMonitor.com.
About PLx Pharma
PLx Pharma Inc. and PLx Opco Inc. are a commercial-stage drug
delivery platform technology company, focused on improving how and
where active pharmaceutical ingredients are absorbed in the
gastrointestinal tract, via its clinically-validated and
patent-protected PLxGuard technology.
PLx Pharma Inc. and PLx Opco filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 23-10456) on April 13, 2023. The petitions were signed by
Lawrence Perkins as chief restructuring officer. The Hon. Mary F.
Walrath oversees the cases.
As of Dec. 31, 2022, the company had $21,750,000 in total assets
against $12,285,000 in total liabilities.
Lawyers at Olshan Frome Wolosky LLP and Young Conaway Stargatt &
Taylor LLP serve as counsel to the Debtors; SierraConstellation
Partners serves as CRO Provider; Donlin, Recano & Company serves as
notice, claims, solicitation & balloting agent.
PVP KREWSTON: Case Summary & Eight Unsecured Creditors
------------------------------------------------------
Debtor: PVP Krewstown LLC
c/o Allerand Capital, LLC
675 W. Indiantown Road
Jupiter FL 33458
Chapter 11 Petition Date: August 4, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 23-16198
Debtor's Counsel: Thomas M. Messana, Esq.
UNDERWOOD MURRAY, P.A.
401 E. Las Olas Blvd., Suite 1400
Ft. Lauderdale FL 33301
Tel: 954-712-7400
Email: tmessana@underwoodmurray.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Richard Sabella as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/6D2PYJA/PVP_Krewstown_LLC__flsbke-23-16198__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Eight Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Allerand Realty Holdings, LLC $372,318
675 W. Indiantown Road
Suite 103
Jupiter, FL, 33458
2. RA Philadelphia Krewstown $100,000
Remainderco,
LLC its successors and assignes
c/o Cogency Global
850 New Burton Rd., Ste. 201
Dover, DE, 19904
3. Hill Wallack $40,361
1000 Floral Vale Blvd
Suite 300
Morrisville, PA, 19067
4. Varnum LLP c/o Bradley Defoe $6,762
480 Pierce Street
Suite 300
Birmingham, MI, 48009
5. Croessmann & Westberg, P.C., $337
c/o Glenn W.D. Golding
8000 Towers Crescent Drive
Suite 1575
Vienna, VA, 22182
6. Law Office of Michael D. Moccia, PA
$0
1200 N. Federal Highway
Suite 200
Boca Raton, FL, 33432-2813
7. Cross and Simon LLC $0
1105 N. Market St
Wilmington, DE, 19801-1216
8. Stoel Rives LLP c/o Crystal Chase $0
760 SW North Ave.
Suite 3000
Portland, OR, 97205
QUORUM HEALTH: $732.2M Bank Debt Trades at 30% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Quorum Health Corp
is a borrower were trading in the secondary market around 70.2
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $732.2 million facility is a Term loan that is scheduled to
mature on April 29, 2025. About $618.3 million of the loan is
withdrawn and outstanding.
Quorum Health Corporation is an operator and manager of hospitals
and outpatient services in non-urban areas of the US.
R&G DEVELOPMENT: Gets OK to Tap Karr Tuttle as Bankruptcy Counsel
-----------------------------------------------------------------
R&G Development Group, LLC received approval from the U.S.
Bankruptcy Court for the Western District of Washington to employ
Karr Tuttle Campbell P.S. as its bankruptcy counsel.
The firm's services include:
a. giving the Debtor legal advice with the respect to its
powers and duties as debtor-in possession in the continued
operation of its businesses and management of its property;
b. preparing on behalf of the Debtor all necessary
applications, answers, orders, reports, and other legal papers;
advising the Debtor with respect to all processes surrounding the
Chapter 11 case including the formulation of a Chapter 11 plan;
c. assisting the Debtor in review of all claims and in
determination of all issues associated with distribution on allowed
claims;
d. taking necessary action to avoid any liens subject to the
Debtor's avoidance; and
e. performing any and all other legal services for the Debtor
as may be necessary in this bankruptcy case.
The hourly billing rate for professionals and other support
personnel ranges from $255 to $650.
Karr Tuttle Campbell represents no other entity in connection with
this case, is not a creditor of the Debtor, and is "disinterested"
as that term is defined in 11 U.S.C. Sec. 101(14), according to
court filings.
The firm can be reached at:
Michael M. Feinberg, Esq.
Karr Tuttle Campbell P.S.
701 Fifth Avenue, Suite 3300
Seattle, WA 98104
Phone: (206) 223 1313
Fax: (206) 682 7100
Email: mfeinberg@karrtuttle.com
About R&G Development Group
The Debtor owns land and partially constructed apartment building
located at 2090 Wheaton Way, Bremerton, WA valued at $5.3 million.
R&G Development Group, LLC in Bremerton, WA, filed its voluntary
petition for Chapter 11 protection (Bankr. W.D. Wash. Case No.
23-10817) on May 4, 2023, listing $5,430,876 in assets and
$4,784,404 in liabilities. Willie Gilbert as managing member,
signed the petition.
Karr Tuttle Campbell P.S. serves as the Debtor's legal counsel.
RADIATE HOLDCO: $3.42B Bank Debt Trades at 16% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Radiate Holdco LLC
is a borrower were trading in the secondary market around 83.7
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $3.42 billion facility is a Term loan that is scheduled to
mature on September 25, 2026. About $3.36 billion of the loan is
withdrawn and outstanding.
Radiate Holdco LLC, also known as Astound Broadband, and backed by
StonePeak, is a broadband communications services provider and
cable operator doing business via regional providers RCN, Grande
Communications, Wave Broadband and enTouch Systems.
RANCHO CIELO: Seeks to Hire Toma and Company as Accountant
----------------------------------------------------------
Rancho Cielo Estates, Ltd., seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Toma and Company Accountancy Corporation.
The firm will assist the Debtor in preparation of tax related
documents, monthly operating reports and documents that may be
required regarding the Debtor's sale of assets.
The Debtor proposes to proposes to pay TOMA a retainer in the
amount of $8,500.
TOMA shall seek compensation at the hourly rate of $300 for Ronald
Toma's services; $125 - $300 per hour for the staff accountants in
his employ.
As disclosed in the court filings, TOMA is a disinterested person
and does not hold an interest adverse to the Debtor and the
Debtor's estate with respect to the matter for which they are to be
employed.
The firm can be reached through:
Ronald Toma, CPA
Toma and Company Accountancy Corporation
357 Van Ness Way, Suite 200
TORRANCE, CA 90501
Tel: (310) 532-7145
Email: accounting@tomaandcompany.com
About Rancho Cielo Estates
Rancho Cielo Estates, LTD, based in Gardena, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-12306) on Feb. 29, 2020. In
the petition signed by Peter Fagrell, president, the Debtor
disclosed $3,207,977 in assets and $142,576,987 in liabilities. The
Hon. Sheri Bluebond oversees the case. Jeffrey S. Shinbrot, Esq.,
at Jeffrey S. Shinbrot, APLC, serves as bankruptcy counsel to the
Debtor.
REPLIMUNE GROUP: $200M Bank Debt Trades at 17% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Replimune Group Inc
is a borrower were trading in the secondary market around 83.4
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $200 million facility is a Delay-Draw Pik Term loan that is
scheduled to mature on October 1, 2027. About $32.1 million of the
loan is withdrawn and outstanding.
Replimune Group, Inc. operates as a clinical-stage bio-technology
company. The Company discovers and develops oncolytic immunotherapy
for the treatment of patients with cancer diseases. Replimune Group
serves customers in the United States.
RIALTO BIOENERGY: Committee Taps Brinkman Law Group PC as Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Rialto Bioenergy
Facility, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of California to employ Brinkman Law Group, PC as
counsel.
The firm will provide these services:
a. assist, advise and represent the Committee in its
consultation with the Debtor relative to the administration of this
Chapter 11 case;
b. assist, advise and represent the Committee in analyzing the
Debtor's assets and liabilities, investigating the extent and
validity of liens and participating in and reviewing any proposed
asset sales or dispositions;
c. attend meetings and negotiate with representatives of the
Debtor and secured creditors;
d. assist and advise the Committee in its examination,
analysis and prosecution of the meritorious claims related to the
conduct of the Debtor's affairs, including relationships and
transactions with affiliates and insiders;
e. assist the Committee in the review, analysis and
negotiation of any plan(s) of reorganization that may be filed and
to assist the Committee in the review, analysis and negotiation of
the disclosure statement accompanying any plan(s) of
reorganization;
f. assist the Committee in its examination, analysis and
prosecution of any claims arising under Chapter 5 of the Bankruptcy
Code;
g. assist the Committee in the review, analysis and negotiation
of any financing or funding agreements;
h. take all necessary actions to protect and preserve the
interests of the Committee, including, without limitation, the
prosecution of actions on its behalf, negotiations concerning all
litigation in which the Debtor is involved, and review and analyze
all claims filed against the Debtor's estate;
i. generally prepare on behalf of the Committee all necessary
motions, applications, answers, orders, reports, and papers in
support of positions taken by the Committee;
j. appear, as appropriate, before the Court, the Appellate
Courts, and other Courts in which matters may be heard and to
protect the interests of the Committee before said Courts and the
Office of the United States Trustee; and
k. perform all other necessary legal services in this case.
The firm will be paid at these rates:
Daren R. Brinkman $750 per hour
Jory Cook $495 per hour
Paralegals $275 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Daren R. Brinkman, Esq., a partner at Brinkman Law Group, PC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Daren R. Brinkman, Esq.
Brinkman Law Group, PC
543 Country Club Drive, Suite B
Wood Ranch, CA 93065
Telephone: (818) 597-2992
Facsimile: (818) 597-2998
Email: firm@brinkmanlaw.com
About Rialto Bioenergy Facility
Rialto Bioenergy Facility, LLC owns and operates a multi-feedstock
bioenergy facility in Rialto, Calif., which converts organic waste,
such as food waste, yard waste, and biosolids into carbon-negative
renewable natural gas, with capability to also generate renewable
electricity and soil amendment/fertilizer. The facility, the
largest in North America and valued at $196.6 million, utilizes
anaerobic digestion technology to convert the organic waste
received from waste haulers into renewable natural gas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Calif. Case No. 23-01467) on May 25,
2023, with $100 million to $500 million in both assets and
liabilities. Yaniv Scherson, vice president, signed the petition.
Judge Christopher B. Latham oversees the case.
The Debtor tapped Ron Bender, Esq., at Levene, Neale, Bender, Yoo
and Golubchik, LLP as bankruptcy counsel; B. Riley Securities, Inc.
as financial advisor; and GlassRatner Advisory & Capital Group, LLC
as valuation consultant.
UMB Bank, N.A. as Indenture Trustee is represented by Nahal
Zarnighian, Esq., at Ballard Spahr, LLP.
The U.S. Trustee for Region 15 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Brinkman Law Group, PC.
RIVERBED TECHNOLOGY: $375M Bank Debt Trades at 40% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Riverbed Technology
Inc is a borrower were trading in the secondary market around 60.5
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $375 million facility is a payment-in-kind Term loan that is
scheduled to mature on July 1, 2028. The amount is fully drawn and
outstanding.
Riverbed Technology, Inc. provides application performance
monitoring, cloud migration, network performance monitoring, and
security solutions. Riverbed Technology serves customers globally.
RNB MERCHANDISE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RNB Merchandise, LLC
d/b/a A & H Supply
107 South Chase Blvd.
Suite A
Fountain Inn, SC 29644
Business Description: RNB is an internet marketing service
provider in South Carolina.
Chapter 11 Petition Date: August 3, 2023
Court: United States Bankruptcy Court
District of South Carolina
Case No.: 23-02298
Debtor's Counsel: Robert Pohl, Esq.
POHL, P.A.
P.O. Box 27290
Greenville, SC 29616
Tel: 864-233-6294
Fax: 864-558-5291
Email: Robert@POHLPA.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brandon Ruder as sole member.
A full-text copy of the Debtor's 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/3RFI2AQ/RNB_Merchandise_LLC__scbke-23-02298__0001.0.pdf?mcid=tGE4TAMA
ROCKPORT CO: Court OKs DIP Loans from Wells Fargo and Callodine
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Rockport Company, LLC, CB Marathon Midco, LLC, Rockport IP
Holdings, LLC and CB Footwear Services, LLC to use cash collateral
and obtain post-petition financing on a final basis.
Rockport U.S. and Rockport International Limited obtained a
multi-draw senior secured super-priority post-petition term loan
facility on a final basis from a consortium of lenders and Wells
Fargo Bank, National Association, as administrative agent and
collateral agent.
Rockport U.S., Rockport International and Rockport IP obtained a
multi-draw senior secured super-priority post-petition term loan
facility on a final basis from the DIP Lenders and Callodine
Commercial Finance, LLC, in its capacity as agent.
The DIP ABL Facility is due and payable through the earliest to
occur of:
(a) September 30, 2023;
(b) 45 days after entry of the Interim Order (or such later
date as Administrative Agent may approve in writing in its sole
discretion);
(c) the substantial consummation of a plan of reorganization
filed in the Cases that is confirmed pursuant to an order entered
by the Bankruptcy Court;
(d) the consummation of a sale of all or substantially all of
the assets of the Loan Parties; and
(e) the acceleration of the Loans and the termination of the
Commitment in accordance with the Revolving Loan DIP Credit
Agreement.
The Debtors are required to comply with several milestones
including:
(a) Not later than June 16, 2023, the US Borrower will have
delivered a fully executed stalking horse asset purchase agreement
to Administrative Agent, acceptable to Administrative Agent, in its
permitted discretion providing for among other things, the payment
of net sale proceeds, in a minimum amount sufficient to fully repay
the Obligations in cash upon the closing of such sale;
(b) Not later than two Business Days after the Petition Date,
the Debtors will file a motion or pleading, in each case in form
and substance satisfactory to Administrative Agent, (i) seeking
approval of bidding procedures for the sale of all or substantially
all of the Debtors' assets in accordance with 11 U.S.C. Section
363; and (ii) providing that all cash proceeds generated by such
Sale(s), less reasonable out of pocket fees, costs and expenses
directly arising from, and required to be paid by the Loan Parties
in connection with, such Sale(s); and
(c) Not later than June 23, 2023, the Debtors will obtain the
entry of an order of the Bankruptcy Court, in form and substance
satisfactory to Administrative Agent, approving bid procedures,
including, without limitation, an acceptable form of asset purchase
agreement to be used for the Sale.
In May 2018, Rockport's previous owners filed for bankruptcy. The
current ownership group acquired the assets of Rockport in a sale
for approximately $170 million. Despite efforts to reposition
itself in the market, Rockport struggled with high costs and
weakened demand, worsened by the COVID-19 pandemic. In 2022,
Rockport faced financial challenges and increased inventory
purchases in anticipation of higher sales, which did not
materialize. In September 2022, the Debtors engaged an investment
banker to explore strategic transactions, but no agreement was
reached. The Debtors' economic condition continued to deteriorate,
leading to defaults and forbearance agreements. Despite interest
from multiple parties, the Debtors were unable to close a sale
transaction, resulting in further defaults and the initiation of
chapter 11 bankruptcy proceedings.
The Debtors believe the best option to maximize value for all
stakeholders is to pursue a sale process. They need immediate
access to additional funds to support their ongoing operations and
address concerns raised by employees, customers, partners, and
vendors.
The anticipated sale process, the DIP Facility, and the consensual
use of cash collateral provide the Debtors with a smooth landing
into these chapter 11 cases and a viable path forward that will
maximize the value of the Debtors' assets for the benefit of all
creditors.
As of the Petition Date, Debtors Holdings and Rockport U.S.,
together with certain of their Debtor and non-Debtor subsidiaries,
are obligors with respect to approximately $99.71 million in funded
debt obligations.
-- Prepetition ABL Facility
Debtor Rockport U.S., Debtor Holdings, Debtor Rockport IP, Debtor
Rockport UK, and non-Debtor Rockport International are obligors
under a senior secured revolving credit facility called the
Prepetition ABL Facility. This facility is governed by a Credit and
Guaranty Agreement entered into on August 2, 2018, by the
Prepetition ABL Obligors, Wells Fargo Bank, National Association,
and Wells Fargo Bank, National Association (London Branch). The
Prepetition ABL Facility has an aggregate commitment of $45 million
and the availability of advances is subject to a borrowing base
lending formula. Interest on the loans accrues at a non-default
rate and is payable in arrears. The facility is secured by liens on
the assets of the Prepetition ABL Obligors, with a first lien on
certain specified collateral. The facility has been amended 14
times between August 2, and December 2, 2022, including the
arrangement of a Sponsor Letter of Credit and a letter of credit
for the benefit of the Prepetition ABL Obligors' custom bond
provider.
-- Prepetition Term Facility
Debtor Rockport U.S., Debtor Holdings, Debtor Rockport IP, Debtor
Rockport UK, and non-Debtor Rockport International are obligors
under a senior secured term loan facility. The facility is governed
by the Prepetition Term Facility Agreement entered into on August
2, 2018. The Prepetition Term Facility matures on August 2, 2023,
with approximately $36.15 million in outstanding principal. The
facility is secured by liens on the Prepetition Term Obligors'
assets, with a first lien on all prepetition collateral except for
the Prepetition ABL Priority Collateral. The Prepetition Term Loan
Facility has been amended 12 times between August 2, and December
2, 2022.
-- Rockport Prepetition Subnotes
Debtor Rockport U.S., Debtor Holdings, Debtor Rockport IP, Debtor
Rockport UK, and non-Debtor Rockport International are parties to a
Subordinated Promissory Note. The note agent is Charlesbank Equity
Fund IX, Limited Partnership. Rockport U.S. has issued
approximately $35.6 million in Prepetition Rockport Subnotes. The
holders of the subnotes are Charlesbank Equity Fund IX, Limited
Partnership; Charlesbank Executives Fund IX, Limited Partnership;
Charlesbank Associates Fund IX, Limited Partnership; and Footwear.
Interest accrues at a rate of 15% per annum and is added to the
principal amount on a monthly basis. The subnotes mature on
February 2, 2024. The outstanding principal amount is at least
$35.6 million, with an additional $13.3 million in PIK interest.
Debtor CB Footwear holds $22.5 million in subnotes, while
Charlesbank Equity Fund IX, Limited Partnership; and Charlesbank
Associates Fund IX, Limited Partnership hold $8.6 million in
subnotes.
-- Intercreditor Agreements
The Prepetition ABL Agent, the Prepetition Term Agent and the
Prepetition Term Lenders are parties to an intercreditor agreement
dated as of August 2, 2018, which establishes the lien priority
under the Prepetition ABL Facility and the Prepetition Term
Facility with respect to the Rockport Prepetition Collateral.
Prepetition ABL Secured Parties are entitled to a first priority
security interest in the ABL Priority Collateral, and a second
priority security interest in the Term Priority Collateral. The
Prepetition Term Loan Secured Parties are entitled to a first
priority security interest in the Term Priority Collateral and a
second priority interest in the ABL Priority Collateral.
The Prepetition ABL Agent, Prepetition Term Agent, and Prepetition
Rockport Subnote Agent are parties to the Subordination and
Intercreditor Agreement dated as of March 9, 2020, which provides
that the payment and lien priority of the Prepetition Rockport
Subnotes are subject and subordinate to the liens, claims,
obligations and indebtedness owed under the Prepetition Senior
Facilities.
-- Prepetition Footwear Notes
Debtor CB Footwear, as issuer, the purchasers party thereto, and
Charlesbank Equity Fund IX, Limited Partnership, as note agent for
certain purchasers, are party to a Second Amended and Restated
Promissory Notes dated as of May 4, 2021.
As of the Petition Date, CB Footwear issued a total of $20 million
in Prepetition Footwear Notes. The purchasers under the Prepetition
Footwear Notes are CB Offshore IX Marathon Blocker, Inc.,
Charlesbank Equity Fund IX, Limited Partnership; Charlesbank
Executives Fund IX, Limited Partnership; and Charlesbank Associates
Fund IX, Limited Partnership.
The Prepetition Footwear Notes mature on February 2, 2024. As of
the Petition Date, an aggregate principal amount of not less than
$20 million was outstanding in Prepetition Footwear Notes.
-- Unsecured Claims
As of the Petition Date, the Debtors' liabilities primarily consist
of (i) approximately $72 million for trade and other third-party
accounts payable; (ii) rent-related obligations under Rockport's
leases for the corporate headquarters in West Newton,
Massachusetts; (iii) approximately $3 million in intercompany
obligations to non-debtors; and (iv) approximately $6.5 million in
intercompany obligations from Rockport to CB Footwear.
The Revolving Loan Agent and Revolving Loan Secured Parties worked
constructively with the Debtors through the prepetition process
indicating that they would be willing to enter into the Revolving
Loan DIP Credit Agreement under economic terms more favorable than
the Pre-petition Revolving Loan Documents. Ultimately, the Debtors,
the Revolving Loan Agent, and the Revolving Loan Secured Parties
agreed to a set of terms that provide the Debtors with necessary
access to liquidity during the pendency of these chapter 11 cases
on economic terms superior to the terms proposed by competing
financing providers.
Simultaneously with the negotiation of the Revolving DIP Loans, the
Debtors and the DIP Term Loan Secured Parties engaged in
arm's-length negotiations regarding the Term Loan DIP Credit
Agreement. Following continued negotiations, the Debtors and the
DIP Term Loan Secured Parties were only willing to move forward
under the terms of the Term Loan DIP Credit Agreement. The DIP Term
Loan Secured Parties were only willing to provide new money in the
amount of $8.8 million if it included the roll-up in the amount of
approximately $34 million of the Pre-Petition Term Loan Obligations
into Term DIP Obligations.
The Debtors do not have sufficient available sources of working
capital, including cash collateral, to operate their businesses in
the ordinary course of their business without the financing.
TL Borrowers are authorized to immediately borrow and obtain the
DIP Term Loans and to incur indebtedness and obligations owing to
the DIP Term Loan Agent and the DIP Term Loan Lenders pursuant to
the terms and conditions of the Final Financing Order, the Term
Loan DIP Credit Agreement, and the other Term DIP Loan Documents up
to the aggregate sum of $9 million.
Upon entry of the Interim Financing Order, the Debtors were
authorized, and are now authorized and directed on a final basis,
to roll up and convert $36 million of the Pre-Petition Term Loan
Obligations into Term DIP Obligations.
A copy of the motion is available at https://urlcurt.com/u?l=pORHGz
from PacerMonitor.com.
A copy of the order is available at https://urlcurt.com/u?l=HDFMyQ
from PacerMonitor.com.
About Rockport Co. LLC
Rockport Co. LLC -- https://www.rockport.com/ -- is a company that
offers a collection of men's and women's brands that provide
comfortable shoes for every occasion. The Rockport Company and its
subsidiaries are global designers, distributors, and retailers of
comfort footwear in more than 50 markets worldwide.
The Rockport Company, et al., first sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018. The
business was taken out of bankruptcy after the Court approved the
sale of substantially all of The Rockport Company's assets to an
affiliate of Charlesbank Equity Fund IX, LP.
In the prior Chapter 11 cases, the Debtors tapped Richards, Layton
& Finger, P.A. as bankruptcy counsel; Borden Ladner Gervais LLP as
Canadian counsel; Houlihan Lokey Capital, Inc., as investment
banker; and Alvarez & Marsal North America LLC, as restructuring
advisor. The official committee of unsecured creditors tapped
Cooley LLP, and Whiteford, Taylor & Preston LLC as counsel.
Pachulski Stang Ziehl & Jones LLP represented the Prepetition
Noteholders and DIP Note Purchasers. Goodwin Procter LLP and
Pepper Hamilton LLP advised CB Marathon Opco, LLC, an affiliate of
Charlesbank Equity Fund IX, Limited Partnership, the bidder.
Rockport Co. LLC and affiliates again sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10774)
on June 15, 2023. In the petition filed by Joseph Marchese, as
chief restructuring officer, the Debtor reported assets and
liabilities between $50 million and $100 million each.
In the new Chapter 11 cases, the Debtors tapped POTTER ANDERSON &
CORROON LLP as counsel; STIFEL FINANCIAL CORP. as investment
banker; and PKF CLEAR THINKING as personnel provider. EPIQ
CORPORATE RESRUCTURING, LLC, is the claims agent.
ROSAMOND 5: Unsecured Creditors Will Get 100% of Claims in Plan
---------------------------------------------------------------
Rosamond 5 Properties, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of California a Disclosure Statement
describing Plan of Reorganization for Small Business dated July 31,
2023.
Debtor has been in the business of constructing multifamily and
commercial properties since 2013. Prior to that date Debtor was
also in business but under a different entity.
The Debtor, through Patrick Kealy, the only insider, entered into a
series of loans that were cross collateralized by three properties.
Due to problems with obtaining permits and various legal problems
of other entities, Debtor became unable to meet its payments or
refinance the loans within a time frame required by the lender.
This caused the properties secured by the loan to go into default
and there was a risk of foreclosure.
The Plan Proponent's financial projections show that the Debtor
will refinance the existing loan to obtain permanent financing
after the confirmation of the plan. No payments are due until
refinancing.
The final Plan payment is expected to be paid on February 1, 2024
when the loan is to be refinance.
This Plan of Reorganization proposes to pay creditors of the Debtor
from refinancing upon obtaining permanent financing by February 1,
2024.
Non-priority unsecured creditors holding allowed claims will
receive distributions equal to 100% of their claim. This Plan also
provides for the payment of administrative and priority claims.
Class 1 consists of the Secured Claim of Legalist. No ongoing
payments to be made. Project will be refinanced and payment in full
made through refinance.
Class 2 consists of Non-priority unsecured creditors. Unsecured
creditors will be paid $500 a month with a balloon payment of
16,000 at the time of refinance. This Class is impaired.
Debtor has already obtain funds to move the project to completion.
Also, Debtor is starting to look for permanent funding once the
project is to a point where such funding is able to be obtained.
A full-text copy of the Disclosure Statement dated July 31, 2023 is
available at https://urlcurt.com/u?l=Zh4UuN from PacerMonitor.com
at no charge.
Attorney for the Plan Proponent:
Michael R. Totaro, Esq.
Totaro & Shanahan
Pacific Palisades, CA 90272
Tel: (888) 425 2889
Email: ocbkatty@aol.com
About Rosamond 5 Properties
Rosamond 5 Properties, LLC, a California-based company, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Calif. Case No. 22-02483) on Sept. 25, 2022, with between $1
million and $10 million in both assets and liabilities. Patrick
Kealy, managing member, signed the petition.
Judge Christopher B. Latham oversees the case.
The Debtor is represented by Michael R. Totaro, Esq., at Totaro &
Shanahan.
ROSIE LABS: Taps Kirby Aisner & Curley as Legal Counsel
-------------------------------------------------------
Rosie Labs LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ Kirby Aisner & Curley,
LLP as legal counsel.
The firm will provide these services:
a. give advice to the Debtor with respect to its powers and
duties as a Debtor-in-Possession and the continued management of
its property and affairs;
b. negotiate with creditors of the Debtor and work out a plan
of reorganization and take the necessary legal steps in order to
effectuate such a plan including, if need be, negotiations with the
creditors and other parties in interest;
c. prepare the necessary legal papers required for Debtor who
seeks protection from its creditors under Chapter 11 of the
Bankruptcy Code;
d. appear before the Bankruptcy Court to protect the interest
of the Debtor and to represent the Debtor in all matters pending
before the Court;
e. attend meetings and negotiate with representatives of
creditors and other parties in interest;
f. advise the Debtor in connection with any potential
refinancing of secured debt and any potential sale of the business
and its assets;
g. represent the Debtor in connection with obtaining
post-petition financing;
h. take any necessary action to obtain approval of a
disclosure statement and confirmation of a plan of reorganization;
and
i. perform all other legal services for the Debtor which may
be necessary for the preservation of the Debtor's estate and to
promote the best interests of the Debtor, its creditors and its
estate.
The firm will be paid at the rates of $450 to $550 per hour for
partners, $295 per hour for associates, $200 per hour for law
clerks, and $150 per hour for paraprofessionals.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Debtor paid a portion of the pre-petition retainer in the
amount of $10,500.00 on May 4, 2023, and $10,000.00 on May 10,
2023. On May 10, 2023, the Debtor paid the firm the balance of the
pre-petition retainer in the amount of $12,500. After application
of the pre-petition retainer to contemporaneous billings from over
the prior 30 days in the amount of $2,237.66, there remained a net
pre-petition retainer as of the Petition Date in the amount of
$32,762.34.
Dawn Kirby, Esq., a partner at Kirby Aisner & Curley, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Dawn Kirby, Esq.
Kirby Aisner & Curley, LLP
700 Post Road, Suite 237
Scarsdale, NY 10583
Tel: (914) 401-9500
Email: Dkirby@kacllp.com
About Rosie Labs LLC
Rosie Labs LLC is an international collective of start up mavens,
rebels with a cause, and risk takers hailing from the corporate
world. Its goal is to efficiently deliver big ideas and
unprecedented results in an agile environment.
Rosie Labs LLC in New York, NY, filed its voluntary petition for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-10780) on May
15, 2023, listing $0 to $50,000 in assets and $1 million to $10
million in liabilities. David Song as CEO, signed the petition.
Judge Martin Glenn oversees the case.
Kirby Aisner & Curley, LLP serves as the Debtor's legal counsel.
ROYAL CARIBBEAN: S&P Upgrades ICR to 'BB-', Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised Royal Caribbean Cruises Ltd.'s issuer
credit rating by two notches to 'BB-' from 'B'. S&P also raised all
issue-level ratings by one or two notches, in conjunction with
raising the issuer credit rating.
The stable outlook reflects S&P's forecast for significant
improvement in credit measures in 2023, despite incremental debt
from ship deliveries, driven by anticipated revenue and EBITDA
growth as Royal operates under normal operating conditions and
occupancy levels recover to pre-pandemic levels in the second half
of 2023.
Royal's 2023 booked position and strong pricing will support
faster-than-expected improvement in leverage this year. Royal
raised its full-year, constant currency net yield guidance for the
second time this year. The midpoint of its current guidance is 450
basis points higher than the guidance it provided on its first
quarter earnings call in May. The company made this adjustment
based on strong ticket pricing and onboard revenue and higher
booking volumes. The company noted that only about 15% of the
increase resulted from strong second-quarter results, with the
majority due to a better business outlook for the second half of
the year. Royal reported that booking volumes in the second quarter
remained significantly higher than the same period in 2019 and at
record pricing, since demand for 2023 sailings has exceeded
expectations. Demand from North American consumers (who comprised
75% of Royal's 2022 passenger ticket revenue) has remained strong,
and booking volumes from European consumers have accelerated. The
increased yield guidance is also supported by strong onboard
revenue, which continues to exceed pre-pandemic levels, and
pre-cruise purchases for onboard experiences (which provide some
predictability of future onboard revenue), which exceed previous
years because of a combination of higher participation in
prebooking from customers and higher pricing for these products and
services.
The company's current booked position and pricing provide
significant revenue and cash flow predictability for the second
half of 2023 and some predictability for 2024. S&P said, "Based on
the company's updated guidance, we now expect 2023 revenue to be
20%-25% higher than 2019 compared with our previous 15%-20%
forecast. In addition, we now expect EBITDA to significantly exceed
2019 levels by 20%-25%. This compares to 3%-5% previously. The
improved EBITDA is largely the result of very high flow through
from incremental revenue because the incremental revenue is
principally the result of higher pricing and higher onboard
spending. As a result, we expect Royals' 2023 leverage (including
debt for new ships delivered in the fourth quarter that will
contribute minimally to EBITDA this year) will improve to
approximately 5.4x, compared with our previous forecast of 7x. (We
estimate debt for fourth-quarter ship deliveries adds roughly 0.5x
to our measure of Royal's adjusted leverage.) This level of
leverage is significantly below our 6.5x upgrade threshold for
Royal and at about our 5.5x threshold for a 'BB-' issuer credit
rating for Royal."
Furthermore, while it is still early, Royal reported that bookings
for 2024 sailings are up significantly compared with previous
years, at record prices. S&P said, "We expect Royal's increased
capacity in 2024 from the benefit of fourth-quarter ship
deliveries, a recovery in occupancy to historical levels for
full-year 2024, and a modest improvement in pricing will support
further growth in cash flow and leverage improvement, such that
Royal's leverage could plausibly improve to about 4.5x. This
provides good cushion relative to our 5.5x leverage threshold for
Royal at a 'BB-' issuer credit rating."
Royal's strong forward bookings and higher pricing have driven
significant growth in customer deposits, enabling accelerated debt
reduction. Royal's customer deposit balance reached a record high
of $5.7 billion as of June 30, 2023, as a result of strong booking
volumes at higher prices, increased capacity, and increased
pre-cruise onboard revenue sales. This represented an increase of
$400 million in the second quarter of 2023 and was a contributor to
its cash flow generation in the second quarter. Royal generated
about $1.4 billion of operating cash flow in the second quarter of
2023 and used its cash flow and excess cash to repay approximately
$1.6 billion of debt. While the majority of this debt repayment
related to scheduled maturities, amortization payments, and
revolver paydown, Royal also prepaid $392 million of its 11.5%
senior secured notes due June 2025, and further redeemed an
additional $300 million of its 11.5% senior secured notes in July.
The debt Royal opportunistically prepaid carries one of the higher
interest rates in its capital structure. The prepayment will reduce
annual interest expense in 2024 by about $80 million, further
improving cash flow and supporting additional debt repayment.
Royal's capital structure is also approximately 86% fixed-rate debt
(net of interest swap agreements), which is a benefit in a rising
interest rate environment and provides greater cash flow
predictability. In addition, S&P believes Royal's financial policy
will support debt reduction because the company's strategic plan
includes a goal to reduce leverage to 3.5x by the end of 2025.
Royal's growing cash flow base compared with before the pandemic
should allow it to absorb new ship deliveries and the associated
incremental ship debt while reducing leverage. The industry's high
capital intensity and the need to take delivery of ships regardless
of the operating environment could slow Royal's ability to reduce
leverage given its current ship delivery schedule. Cruise operators
generally must commit to new ship deliveries several years in
advance. Operators typically obtain financing commitments for the
ships before delivery (often at the same time as they contract for
the ship's delivery). This provides them with some liquidity
support if their cash flow declines. However, the incremental debt
to finance their ship deliveries can lead to a significant
deterioration in their credit measure during periods of operating
weakness because their debt balances are increasing while their
EBITDA declines.
Royal's overall ship delivery schedule, especially in 2024 and
2026, should allow for leverage reduction despite incremental ship
debt. Royal's planned ship orders in 2023, which include two large
ships and one small ship costing $3.7 billion partly funded with
approximately $2.8 billion in incremental debt, are incorporated
into S&P's base case. In 2024, Royal will take delivery of two
ships, one of which is a smaller Silversea ship. In 2025, Royal has
two large ship deliveries and only one in 2026.
Given the significant disruptions stemming from the COVID-19
pandemic and the extraordinary amount of debt operators incurred to
survive the long period of associated cash burn, S&P believes
cruise companies may be more measured in exercising their future
ship options and committing to additional ship orders as they try
to repair their highly leveraged balance sheets. Royal has not
resumed ordering ships since the pandemic but S&P assumes it will
likely target one to two ship deliveries a year once it resumes
ordering ships. Royal's growing cash flow base should allow it to
generate good cash flow for leverage reduction over the next few
years, despite expected incremental debt to finance new deliveries.
Before the pandemic, Royal had the ability to fund at least two
large ships annually with operating cash flow.
Macroeconomic risks, inflation, and high fuel costs could impair
Royal's cash flow recovery compared with our current base case
assumptions. Despite 500 basis points of official rate hikes in
just over a year, the U.S. economy continues to run too hot with a
tight labor market and too-high inflation. The necessary slowdown
in activity means policy rates will likely need to go higher and
stay there for longer, with a growth slowdown rather than a
recession in store. Consumer spending and nonresidential
construction will drive the slowdown, with unemployment drifting
up. Although recession is no longer our base case, the forecast
slowdown in the second half of 2023 and into 2024 presents risks to
consumer discretionary spending and the leisure sector. Given the
shift in consumer spending toward experiences and the propensity of
consumers to travel in the U.S. and Europe, a slowing economy may
just slow down growth rates rather than lead to declines in revenue
and profitability. However, the leisure sector mostly relies on
discretionary spending, so the risk of an overheated U.S. economy
and higher-for-longer rates could increase downside risks once the
economy lands.
S&P said, "Although our baseline forecast no longer includes a
recession, if economic conditions weaken, cruise operators might
lower their prices to fill ships. If operators discount prices, it
could slow their cash flow recovery and leverage improvement
following years of very depressed cash flow and extraordinarily
high leverage, especially if fuel and other costs remain elevated
because of geopolitical events and inflation. Despite this risk,
the currently wider-than-usual gap between the price of a cruise
vacation and the price of a land-based vacation may alter the need
to discount in a weakening economy. In addition, Royal's booked
position provides good revenue predictability because it typically
has about 50% of its next 12 months booked at any given time, and
the industry doesn't usually see significant spikes in
cancellations if the economy weakens modestly.
"Fuel costs historically are about 10% of cruise operators' total
operating expenses. We expect this to increase given significantly
higher fuel prices compared with 2019, which is negatively
affecting EBITDA and margin. Royal's hedging program could reduce
the impact of fuel price volatility this year and next. The company
currently hedges 54% of its forecast consumption for the remainder
of 2023 and 60% for 2024. Nevertheless, fuel costs will still be
much higher than before the pandemic.
"The stable outlook reflects our forecast for significant
improvement in credit measures in 2023, despite incremental debt
from ship deliveries, driven by anticipated revenue and EBITDA
growth as Royal operates under more normal operating conditions and
occupancy levels recover to pre-pandemic levels in the second half
of 2023. We expect Royal's adjusted debt to EBITDA to improve to
about 5.4x in 2023 and to the mid-4x area in 2024. We forecast FFO
to debt to increase to about 11% by the end of 2023 and to about
15% in 2024.
"We could lower our rating on Royal if operating performance in
2023 were weaker than we expected or forward bookings deteriorated,
such that we believed debt to EBITDA would be sustained above 5.5x
and FFO to debt below 12%.
"We could raise the rating to 'BB' if we expected Royal's operating
performance would improve in a manner that would sustain adjusted
debt to EBITDA below 5x and FFO to debt above 15%."
ESG credit indicators: E-3, S-4, G-2
Royal's improving occupancy and forward booked position suggest
COVID-19 restrictions and consumer fears around cruising will be
less of an overhang this year and next year. Nevertheless, health
and safety factors remain a negative consideration in S&P's credit
rating analysis of Royal, reflecting the leverage overhang from
incremental debt issued during the pandemic to finance a long
period of significant cash burn during the industry's suspension
and slow recovery. Royal also faces health and safety risks such as
accidents that could impair earnings and brand perception.
Environmental factors are a moderately negative consideration
because of the company's heavy use of fuel, which creates
greenhouse gas emissions, as well as its exposure to waste and
pollution risks and increasing environmental regulations. These
risks could lead to an increase in its required investment spending
or fines if not properly managed.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Health and safety
RWDY INC: Seeks to Extend Plan Exclusivity to October 17
--------------------------------------------------------
RWDY Inc. asks the U.S. Bankruptcy Court for the Western District
of Louisiana to further extend its exclusive period under which
it may file a plan of reorganization and in which to confirm a
plan to October 17, 2023 and December 16, 2023, respectively.
This is the Debtor's second request for extension. It was
previously granted an extension of its plan exclusivity period to
July 19, 2023 and its exclusive solicitation period to September
18, 2023.
The Debtor explained that it is unable to proceed with the
Bankruptcy Code section 502(c) claims estimation process until
there is compliance with the orders entered by the Court on May
20, 2023 against each of the Merchant Cash Advance Lenders (the
"MCA Lenders") pursuant to Bankruptcy Rule 2004.
The Debtor's First Motion to Extend identified the following
MCA Lenders: Canon Advance, LLC, GOAT Advance, LLC, Spin Capital,
LLC, Reliance Financial, MYNT Advance, Reserve Capital
Management, and Slate Advance that have asserted claims in this
case.
RWDY Inc. is represented by:
Robert W. Raley, Esq.
ROBERT W. RALEY ESQ.
290 Benton Spur Road
Bossier City, LA 71111
Tel: 318-747-2230
Email: bankruptcy@robertraleylaw.com
- and -
Curtis R. Shelton, Esq.
AYRES, SHELTON, WILLIAMS, BENSON & PAINE, LLC
Suite 1400, Regions Tower
333 Texas Street
(71101) P.O. Box 1764
Shreveport, LA 71166-1764
Tel: (318) 227-3500
Email: curtisshelton@arklatexlaw.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.
S&W BLUE JAY: Case Summary & 18 Unsecured Creditors
---------------------------------------------------
Debtor: S&W Blue Jay Way, LLC
29138 Pacific Coast Hwy
#775
Malibu CA 90265
Business Description: The Debtor is a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: August 4, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-10672
Judge: Hon. Ronald A. Clifford III
Debtor's Counsel: Roye Zur, Esq.
ELKINS KALT WEINTRAUB RUEBEN GARTSIDE LLP
10345 W. Olympic Blvd.
Los Angeles CA 90064
Tel: (310) 746-4495
Fax: (310) 746-4499
Email: rzur@elkinskalt.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lisa Strickland as authorized signatory
on behalf of 1966 BJW, LLC, as managing member of S&W Blue Jay Way,
LLC.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/JDQMYGQ/SW_Blue_Jay_Way_LLC__cacbke-23-10672__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 18 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Los Angeles County Tax Unpaid Taxes $322,070
Collector
500 W Temple Street,
Los Angeles, CA 90012
2. 180 PCH, LLC Loan $80,419
6320 Canoga Ave., Ste 1700
Woodland Hills, CA 91367
3. Green Acres, LLC Loan $32,500
29138 Pacific Coast Hwy
#775
Malibu, CA 90265
4. City of Los Angeles Grading Bond $595,526
200 N. Main St., Room 1240
Los Angeles, CA 90012
5. City of Los Angeles Lateral Support $107,000
200 N. Main St., Room 1240 Bond
Los Angeles, CA 90012
6. City of Los Angeles Import/Export $775,000
200 N. Main St., Room 1240 Payment Bond
Los Angeles, CA 90012
7. Cohen Willims LLP Legal Services $28,530
724 S. Spring St., 9th Floor
Los Angeles, CA 90014
8. Ecamsecure Services $3,958
3400 E. Airport Way
Long Beach, CA 90806
9. Golden Seven Trucking, Inc. Services $33,000
33014 Malinta Ave.
Acton, CA 93510
10. Grover-Hollingsworth & Services $20,000
Associates, Inc.
31129 Via Colinas, Ste. 707
Westlake Village, CA 91362
11. WREG LLC Expense $4,208
PO Box 6528 Reimbursement
Malibu, CA 90264
12. Harrison Design Services $18,299
6430 W. Sunset Blvd.
Suite 1506
Los Angeles, CA 90028
13. HUB International Insurance $5,967
Insurance Services Inc.
3660 Wilshire Blvd, #424
Los Angeles, CA 90010
14. John Labib Structural Services $2,225
Engineers LLP
319 Main St.
El Segundo, CA 90245
15. Leon Krous Drilling Inc. Services $25,000
9300 Borden Avenue
Sun Valley, CA 91352
16. Peak Surveys Services $2,070
2488 Townsgate Rd. #D
Westlake Village, CA 91361
17. Sami Hayek LLC Services $20,654
9663 Santa Monica Blvd. #909
Beverly Hills, CA 90210
18. SPF Architects Services $59,844
8609 Washington Blvd
Culver City, CA 90232
SANDERSON HOLDINGS: Rental Income to Fund Plan Payments
-------------------------------------------------------
Sanderson Holdings, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Alabama a Plan of Reorganization for Small
Business dated July 31, 2023.
The Debtor is in the business of renting a commercial building and
warehouse to tenants.
The Debtor is a holding company that owns 3 parcels of real estate.
Rental income is its sole source of revenue. The Debtor has
operated its current business operations for approximately 8
years.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $1,017.81. The final Plan
payment is expected to be paid on April 1, 2028.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from its operations.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 100 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 1 consists of the Secured claim of Trustmark National Bank.
Trustmark filed Claim #1 in the total amount of $444,781.46 secured
by Debtor's real property located at 119-121 W. Main Street,
Prattville, AL 36067. The Debtor shall continue to make direct
payments on the claim each month in the contract amount until the
note is paid in full. There are arrears owed on the note for past
due payments, fees and costs in the amount of $51,500.00. Within 10
days from the effective date of the plan the Debtor will remit the
sum of $51,500.00 directly to Trustmark.
Class 2 consists of Non-priority unsecured creditors. Claim #3
filed on behalf of AIG Property Casualty is an unliquidated claim
based on an executory contract for monthly insurance premiums. The
Debtor will continue to remit premium payments as they come due.
The Debtor will fund its Plan from the rental income derived from
its business operations. The Debtor's financial projections and
budget show its ability to fund its plan of reorganization.
A full-text copy of the Plan of Reorganization dated July 31, 2023
is available at is https://urlcurt.com/u?l=Vo9ogc from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
C. Taylor Crockett, Esq.
C. Taylor Crockett, PC
2067 Columbiana Road
Birmingham, AL 35216
Tel: (205) 978-3550
Email: taylor@taylorcrockett.com
About Sanderson Holdings
Sanderson Holdings, LLC is in the business of renting a commercial
building and warehouse to tenants.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 22-02967) on Dec. 7,
2022, with as much as $1 million in both assets and liabilities.
John M. Caraway has been appointed as Subchapter V trustee.
The Debtor is represented by C. Taylor Crockett, PC.
SANUWAVE HEALTH: Names Andrew Walko as President
------------------------------------------------
SANUWAVE Health, Inc. announced the hiring of Andrew Walko as its
new president.
Walko brings deep experience in contract manufacturing, supply
chain management, medical device production, and logistics from his
previous roles at Biomerics, Minnetronix Medical, and Integer
Holdings. Prior to this, he served as operations and logistics
manager for U.S. Army operations/special ops both at home and
overseas. He earned his MBA from the University of Minnesota.
"We are pleased to welcome Andrew to SANUWAVE at this pivotal time
in our growth plans," said CEO Morgan Frank. "His experience,
energy, and attitude are going to be a strong addition to our team
and provide us with the skills and talent we need to take the next
steps forward in expanding our manufacturing capabilities and
becoming a leader in the wound care space."
"I can't be more thrilled to join SANUWAVE at this exciting time in
its journey. We have a great opportunity in front of us to deliver
critical therapy to patients and provide them with the best
products and care available," said Walko. "I look forward to
contributing to the future growth of this important technology."
In connection with his appointment as president, the Company and
Mr. Walko entered into an offer letter, dated July 20, 2023.
Pursuant to the Offer Letter, Mr. Walko will (i) receive an annual
base salary of $230,000, (ii) be eligible to earn an annual bonus
of 25% of his base salary, based on the achievement of performance
goals established by the Company, and (iii) receive an option grant
to purchase 22.5 million shares of the Company's common stock
during the quarter his employment commences, which option grant
will vest in three equal tranches at each of 12, 24 and 36 months
of employment. The option grant will vest in full upon a change of
control or other similar events.
About SANUWAVE Health
Headquartered in Suwanee, Georgia, SANUWAVE Health, Inc.
(OTCQB:SNWV) -- http://www.SANUWAVE.com-- is focused on the
research, development, and commercialization of its patented,
non-invasive and biological response-activating medical systems for
the repair and regeneration of skin, musculoskeletal tissue, and
vascular structures. SANUWAVE's end-to-end wound care portfolio of
regenerative medicine products and product candidates help restore
the body's normal healing processes. SANUWAVE applies and
researches its patented energy transfer technologies in wound
healing, orthopedic/spine, aesthetic/cosmetic, and
cardiac/endovascular conditions.
SANUWAVE reported a net loss of $10.29 million for the year ended
Dec. 31, 2022, compared to a net loss of $27.26 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$19.87 million in total assets, $60.88 million in total
liabilities, and a total stockholders' deficit of $41.01 million.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has incurred recurring losses and
needs to raise additional funds to meet its obligations and sustain
its operations and the occurrence of the events of default on the
Company's debt. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SARONA PROPERTY: Case Summary & Nine Unsecured Creditors
--------------------------------------------------------
Debtor: The Sarona Property Land Trust UAD April 10, 2017
850-860 NW 11th Ave. and 1042 Foster Rd.
Hallandale Beach, FL 33009
Business Description: The Debtor owns three properties in
Hallandale Beach, Florida valued at $2.12
million.
Chapter 11 Petition Date: August 4, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 23-16184
Judge: Hon. Peter D. Russin
Debtor's Counsel: Adam I. Skolnik, Esq.
LAW OFFICE OF ADAM I. SKOLNIK, PA
1761 West Hillsboro Boulevard
Suite 207
Deerfield Beach, FL 33442
Tel: 561-265-1120
Email: askolnik@skolniklawpa.com
Total Assets: $2,122,653
Total Liabilities: $7,831,879
The petition was signed by Nazy Ben Amram as trustee.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/WZCE4VY/The_Sarona_Property_Land_Trust__flsbke-23-16184__0001.0.pdf?mcid=tGE4TAMA
SARVER REALTY: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: Sarver Realty Regent Square LLC
8035 McKnight Road, Suite 302
Pittsburgh, PA 15237
Chapter 11 Petition Date: August 4, 2023
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 23-21646
Debtor's Counsel: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
938 Penn Avenue, 5th Fl.
Suite 501
Pittsburgh, PA 15222
Tel: 412-232-0930
Fax: 412-232-3858
Email: dcalaiaro@c-vlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Matthew H. Moraitis as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/XHAV77A/Sarver_Realty_Regent_Square_LLC__pawbke-23-21646__0001.0.pdf?mcid=tGE4TAMA
SELAH MOUNTAIN: Amends Unsecureds & Kapitus Secured Claims Pay
--------------------------------------------------------------
Selah Mountain Pharmacy, LLC submitted an Amended Plan of
Reorganization for Small Business under Subchapter V.
The Debtor firmly believes that the Plan represents the best
alternative for providing the maximum value for creditors. The Plan
provides creditors with a distribution on their Claims in an amount
greater than any other potential known option available to the
Debtor.
The Debtor listed collectible receivables in the amount of
$233,829.30 as of the Petition Date. As of the Petition Date, the
Debtor had total receivables in the amount of $620,376.75, which
amount includes uncollectible receivables in the amount of
$386,547.45. Such amount is uncollectible as a result of either
Medicare/Medicaid setoffs or are legacy accounts that Funds owed to
the Debtor were intercepted on a pre- and post-Petition Date basis,
and the Debtor is working to reconcile the information with its
books and records to determine the amount that was intercepted on a
pre- and post-Petition Date basis.
Because of the interception of funds, the Debtor believes that
there are claims arising related to the pre- and post-petition
redirection of funds from the Debtor to Fox Capital Group and/or
Lieberman and Klestzick, LLP. The Debtor is investigating the full
scope of the claims against the Fox Capital Group, and intends to
pursue the claims for the benefit of the estate.
The Class 2 Secured Claim consist of the Allowed Secured Claim of
Kapitus, LLC in the amount of $194,762.58 as of the Petition Date.
The Class 2 Secured Claim is based on an agreement that purports to
purchase future receivables of the Debtor and secured by a lien on
substantially all of the Debtor's assets pursuant to a security
agreement executed in connection with the loan documents. The Class
2 Claim is impaired by the Plan, and will be treated and paid as
follows:
* The principal amount of the Class 2 Claim will be allowed in
the amount of $194,762.58;
* The Class 2 Claim shall bear interest at a rate of: (i) 10%
per annum commencing on the Effective Date of the Plan; or (ii) if
the Class 2 Claimant objects to such rate in writing and serves a
copy of such objection on the Debtor at least 15 days prior to the
commencement of the confirmation hearing, such rate will be
determined by the Court as necessary to satisfy the requirements of
Section 1129(b) of the Code;
* or (iii) such other rate as agreed by the Debtor and the
Class 2 Claimant;
* The Class 2 Claimant will retain all liens that secured its
Claim as of the Petition Date. The Class 2 Claim shall be secured,
post-confirmation, by the same assets described in Kapitus' UCC
Financing Statement No. 20212093436, filed on September 24, 2021,
with the Colorado Secretary of State ("Kapitus Financing
Statement"). The security interest shall be perfected as of the
date of entry of the Order of Confirmation without the need to file
or execute any document as may otherwise be required under
applicable non-bankruptcy law;
* Notwithstanding anything in the Plan or Order of
Confirmation to the contrary, with respect to Kapitus only, all
terms of the guaranty of John Kutzko, and any other existing
guaranties, shall remain in full force and effect and shall be
binding upon and enforceable against the guarantors to the fullest
extent under applicable law upon an Event of Default that remains
uncured pursuant to Paragraph (f).
* Kapitus is authorized, but not required, to file a new
post-confirmation UCC financing statement to continue the
perfection of the prepetition security interest described in the
Kapitus Financing Statement;
* Debtor will take all actions, execute, and deliver any and
all documents reasonably necessary to carry out the intent of its
agreement for the treatment of Kapitus' secured claim as set forth
in the Plan and/or Order of Confirmation, including, without
limitation, to maintain the perfection of Kapitus' security
interests described in Kapitus' filed Proof of Claim (No. 3) and
with respect to the obligations under the Agreement, the existing
guaranty (or guaranties), the Plan, and the Order of Confirmation;
* The Class 2 Secured Claim shall be amortized and paid in
equal monthly installments over a five-year period beginning the
first full month following the Effective Date;
* The Debtor shall be entitled to prepay the Class 2 Claim
without premium or penalty; and
* Based upon the interest rate and amortization period, the
Class 2 monthly payment will be approximately $4,138.13.
Class 6 consists of those unsecured creditors of the Debtor who
hold Allowed Claims that were either scheduled by the Debtor as
undisputed, or subject to timely filed proofs of claim to which the
Debtor does not successfully object. Class 6 claimants shall
receive payment of their Allowed Claims as follows:
* Class 6 shall receive a pro-rata distribution equal to 100%
of the Debtor's Net Cashflow less amounts necessary to pay
administrative expense or priority claims until the earlier of: 1)
the date on which unsecured creditors are paid in full, or 2) the
five-year anniversary of the Effective Date of the Plan;
* Commencing on the first month following the Effective Date
of the Plan, the Debtor shall, at the conclusion of each month, set
aside in a segregated account an amount equal to 100% of the prior
month's Net Cashflow.
* The first distribution to creditors shall be made on the
first day of the first full calendar quarter following the
Effective Date of the Plan. Distributions to Class 6 creditors
shall continue on the first day of each calendar quarter
thereafter.
* Based on the Debtor's projections, the Debtor estimates
Class 6 Creditors will be paid in full in the third year following
the Effective Date of the Plan. Upon request by any party in
interest, the Debtor shall provide a quarterly financial statement,
including amounts disbursed to creditors in accordance with the
Plan.
* In addition to the amounts set forth, unsecured creditors
shall receive 50% of the amounts recovered for claims arising under
Chapter 5 after payment of attorney fees, cost of litigation, and
cost of recovery.
The Debtor's Plan is feasible based upon the Debtor's prepared
projections, which reflect a prediction of the Debtor's operations
during the term of the Plan. As evidenced by the projections, the
Debtor anticipates that its income will be positive each year of
the Plan, and will generate sufficient revenue to meet its
obligations under the Plan.
On the Effective Date of the Plan, John Kutzko shall be appointed
for the purpose of carrying out the terms of the Plan, and taking
all actions deemed necessary or convenient to consummating the
terms of the Plan. Mr. Kutzko and Mrs. Kutzko shall receive a
salary of $60,000 each for the first year of the Plan, after which
their salaries shall be adjusted to a competitive market rate not
to exceed $120,000 per year, per person. The Debtor retains the
discretion to lower Mr. and Mrs. Kutzko's salaries depending on the
Debtor's cash flow needs.
A full-text copy of the Amended Plan dated July 31, 2023 is
available at https://urlcurt.com/u?l=QKuZRo from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Keri L. Riley, Esq.
Kutner Brinen Dickey Riley, P.C.
1660 Lincoln Street, Suite 1720
Denver, CO 80264
Tel: (303) 832-2400
Email: klr@kutnerlaw.com
About Selah Mountain Pharmacy
Selah Mountain Pharmacy, LLC, is a Colorado limited liability
company formed in 2019 by John and Linda Kutzko that owns and
operates a pharmacy. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-10375) on
February 3, 2023. In the petition signed by John D. Kutzko,
managing member, the Debtor disclosed up to $500,000 in assets and
up to $1 million in liabilities.
Judge Joseph G. Rosania, Jr., oversees the case.
Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley, P.C., is
the Debtor's legal counsel.
SONICWALL HOLDINGS: Moody's Affirms B3 CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service affirmed SonicWall Holdings Limited's
("SonicWall") existing ratings, including the B3 Corporate Family
Rating and B3-PD Probability of Default Rating. Moody's also
assigned a B3 rating to SonicWall US Holdings Inc.'s (a debt
issuing subsidiary of SonicWall) extended senior secured first lien
revolving credit facility and term loan. Concurrently, Moody's
affirmed SonicWall US Holdings Inc.'s Caa2 debt rating on the
second lien credit facility. The outlook for both SonicWall and
SonicWall US Holdings Inc. remains stable.
The rating affirmation follows SonicWall's proposed issuance of
incremental first lien term loan to pay off a portion of second
lien term loan. Moody's views the transaction as credit positive as
it extends the maturity of SonicWall's revolving credit facility
from February 2025 to February 2028 and first lien term loan from
May 2025 to May 2028. Pro forma for the transaction, Moody's
expects closing debt/EBITDA leverage to be approximately mid 7x
(Moody's adjusted) or mid 6x (Moody's adjusted) when viewed on a
cash EBITDA basis by adding back the change in deferred revenue to
EBITDA.
Affirmations:
Issuer: SonicWall Holdings Limited
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Issuer: SonicWall US Holdings Inc.
Senior Secured Second Lien Term Loan, Affirmed Caa2
Assignments:
Issuer: SonicWall US Holdings Inc.
Senior Secured First Lien Revolving Credit Facility, Assigned B3
Senior Secured First Lien Term Loan, Assigned B3
Outlook Actions:
Issuer: SonicWall Holdings Limited
Outlook, Remains Stable
Issuer: SonicWall US Holdings Inc.
Outlook, Remains Stable
RATINGS RATIONALE
SonicWall's CFR reflects high pro forma debt/EBITDA leverage of mid
7x (Moody's adjusted), or cash debt/EBITDA leverage of mid 6x
(including the change in deferred revenue) and aggressive financial
policies, underpinned by two debt funded dividends since May 2018.
SonicWall operates in a highly competitive unified threat
management ("UTM") and firewall market comprising of larger and
well capitalized enterprise firewall providers such as Fortinet,
Inc., Palo Alto Networks Inc, Check Point, and Cisco Systems, Inc.
The company's small size relative to competitors may make it more
vulnerable to slowing macroeconomic conditions and limit its
flexibility to address potential mishaps. However, SonicWall
benefits from its geographically diversified installed base and
recurring revenue streams with approximately 71% of the company's
LTM April 2023 revenue being derived from subscription and support
services. Moody's expects the recurring nature of SonicWall's
revenues and its solid market position with small to mid-sized
businesses to provide revenue stability over the next 12 to 18
months and partially mitigate global economic challenges.
SonicWall has taken steps to refresh its entire product portfolio
and added cloud offerings which remains vital for the company's
ability to gain market share. The company has been making a
concerted effort to support upgrades for approximately 75% of the
existing installed base which is yet to transition to Gen 7 model.
The renewal upgrades remain critical for SonicWall's organic growth
in the near term as they increase subscription service attachment
rate per customer and provide new capabilities for cloud security
not supported by legacy firewalls. Moody's expects that the
company's Gen 7 products and additional new channel partners and
MSSPs will lead to low single digit organic growth over the next 12
to 18 months.
Moody's considers SonicWall's liquidity position to be adequate
driven by $79 million of unrestricted cash at close and the
expectation for free cash flow to debt of around 2% over the next
12-18 months. The company's $50 million revolver due February 2028
will be fully available at close and Moody's does not anticipate
SonicWall to utilize the revolver over the next 12 to 18 months.
Access to the revolver is governed by a first lien net leverage
ratio covenant of 9x which is only tested when 40%+ ($20+ million)
is drawn. The company's first lien net leverage ratio is expected
to be approximately 5.4x at close, and Moody's does not anticipate
this financial covenant will impede access to the full $50
commitment over the next 12 to 18 months. The company does not have
material debt maturities over the next 24 months outside of the
mandatory pro forma annual amortization of approximately $7
million.
The stable outlook reflects Moody's expectation of low single digit
revenue growth, which along with improving EBITDA margins, will
result in leverage approaching below 7x debt/EBITDA (Moody's
adjusted) over the next 12 to 18 months. Moody's expects SonicWall
to maintain an adequate liquidity profile and generate FCF/debt of
around 2% over the outlook period.
The B3 rating on the senior secured first lien revolving credit
facility and term loan reflects the debt's relative size of the
capital structure and lower cushion provided by a smaller amount of
2nd lien term loan.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if SonicWall is able to maintain high
single-digit organic revenue growth, drive debt/Cash EBITDA below
6.5x, and sustain FCF/Debt above 5%.
Ratings could be downgraded if performance were to deteriorate such
that debt/Cash EBITDA exceeds 8x or free cash flow generation turns
negative on a more than temporary basis. Furthermore, ratings could
be negatively impacted if Moody's anticipates the company's ability
to reduce actual debt/EBITDA is impeded by aggressive financial
policies.
SonicWall Holdings Limited is a provider of unified threat
management and related security software and appliances. The
company, headquartered in Milpitas, CA had adjusted revenues of
approximately $400 million for the twelve months ending April 30,
2023. SonicWall is owned by private equity firms Francisco Partners
and Elliot Management. The company was spun off from Seahawk
Holdings in May 2018. Francisco and Elliot acquired Seahawk from
Dell in November 2016.
The principal methodology used in these ratings was Software
published in June 2022.
STREAM TV: Seeks Approval to Hire Thomas Jung Ho Park as CFO
------------------------------------------------------------
Stream TV Networks, Inc., and Technovative Media, Inc. seek
approval from the U.S. Bankruptcy Court for the Eatern District of
Pennsylvania to hire Thomas Jung Ho Park as their chief financial
officer.
Mr. Park's services include:
a. interacting with investors, including fundraising;
b. ensuring proper and timely financial and tax accounting;
c. overseeing annual audits on time and with minimal or no
adjustments;
d. developing and maintaining systems of internal controls to
safeguard assets;
e. directing the overall financial plans and accounting
practice;
f. managing the financial performance by developing forecasts
and monitoring ongoing performance against plan;
g. assuming fiduciary responsibility for the financial health
of the organization;
h. providing strong, forward-looking analytical leadership;
i. partnering with senior leaders to push the boundaries of
current and future departmental goals and strategies. Clearly
articulating the key drivers of the business;
j. leading the Accounting and Finance teams to ensure that
both excellence in day-to-day service delivery and future needs;
k. bringing creativity and passion to the organization and its
services and possessing a broad institutional perspective while
embracing change and innovation;
l. demonstrating proven ability in developing models and
conducting analyses that identify critical trends, support
strategic decision making and create forward visibility;
m. driving change within the organization through robust
financial analysis and strong business partnership;
n. developing the forecast, budget, and long-range plan,
ensuring alignment of proper resource allocation;
o. managing the production of reporting tools (bridges,
scorecards, etc.) and key performance metrics to provide management
insight into revenue and operating expense trends, tracking project
spending, headcount, and potential risks/opportunities to forecast
or plan;
p. overseeing the monthly variance analysis of actual
operating, capital, and project spending vs. plan, forecast, and
prior year; including responsibility for driving cost control;
q. identifying staffing and training needs, evaluating
employee performance, and coaching Accounting and Finance staff;
and
r. performing other duties as assigned.
The CFO will be compensated as follows:
i. Pre-Confirmation of the Debtors' Plan of Reorganization --
(1) $3,250 per week; and (2) weekly accrual of 1,750 shares of
common stock in the reorganized Debtors;
ii. Post-Confirmation through Plan Effective Date -- (1) $4,000
per week; and (2) weekly accrual of 1,000 shares of common stock in
the reorganized Debtors; and
iii. Post-Effective Date of Plan -- (1) $5,000 per week; and (2)
one-time bonus of 1,000,000 shares of common stock in the
reorganized Debtors.
Mr. Park shall be entitled to additional equity for investors
introduced by and investments secured by Mr. Park, namely shares of
common stock in the reorganized company equal to (a) 3 percent of
the equity issued to the investor if the investor share price is
greater than $1 per share, or (b) 3 shares per every $1000 invested
by the investor if the investor share price is equal to or less
than $1 per share.
Mr. Park assured the court that he does not hold or represent an
interest adverse to the Debtors' estates and is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
Mr. Park can be reached at:
Thomas Jung Ho Park
175 Buckelew Avenue, Building 2-6
Jamesburg, NJ 08831
Phone: 732-402-2175
Email: tomjhpark@gmail.com
About Stream TV Networks
Stream TV Networks Inc. develops technology intended to display
three-dimensional content without the use of 3D glasses.
Stream TV Networks sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-10763) on March 15,
2023. In the petition filed by Mathu Rajan, as director, the Debtor
reported assets between $500 million and $1 billion and estimated
liabilities between $10 million and $50 million.
The case is overseen by Honorable Bankruptcy Judge Magdeline D.
Coleman.
The Debtor is represented by Rafael X. Zahralddin-Aravena, Esq., at
Lewis Brisbois Bisgaard & Smith.
SUREFUNDING LLC: Unsecureds Will Get 100% of Claims in Plan
-----------------------------------------------------------
SureFunding, LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware a Combined Disclosure Statement and Plan of
Liquidation dated July 31, 2023.
SureFunding was originally established as a mechanism by which its
founders, brothers Jason and Justin Abernathy, would invest their
own capital. Starting in 2015, SureFunding began accepting funding
from third parties through the issuance of notes.
Surefunding was marketed to investors as a private debt strategy to
achieve fixed income-like returns while generating current yield.
Using notes to raise money, SureFunding invested or participated in
small business loans, asset purchases, trade receivable purchases
and advances, and credit facilities with multiple funding platform
partners. SureFunding portfolios were comprised of assets that were
intended to be short-term and high yield.
On May 1, 2023, the Debtor and Plaintiff-Noteholders attended
mediation in-person before Judge Shannon. At the conclusion of the
May 1, 2023 mediation, the parties reached a tentative settlement,
subject to the resolution of certain issues, including the
classification and treatment of Noteholders' Claims, the mediated
selection of the Liquidating Trustee, a limit to the amount of
Professional Fees of the Debtor through April 30, 2023, a budget
for fees and expense between May 1, 2023 and the Effective Date,
the agreed-upon use of cash collateral (to the extent applicable)
for payment of Professional Fees, and the dismissal of the
Noteholder Adversary Proceeding. Each of these terms necessitated
amending the March 27 Plan.
Prior to and subsequent to the May 1, 2023 mediation, the
Abernathys raised issues with respect to the March 27 Plan. Most
specifically, the Abernathys stated that the May 27 Plan did not
accurately reflect the underlying facts of the case, and the
Abernathys have specifically denied any liability to the estate,
including any breach of fiduciary duty.
By and through this Plan, Debtor has revised the March 27 Plan to
reflect the terms of the mediated settlement with the Plaintiff
Noteholders, and to reflect certain factual changes requested by
the Abernathys. In considering whether to vote to accept or reject
the Plan, all Creditors should rely upon this Plan, rather than the
March 27 Plan.
A total of 48 proofs of claim, totaling $37,287,015.52 were filed
in the Debtor's Chapter 11 case. In addition to the filed proofs of
claim, the Debtor estimates that, as of July 1, 2023, the Debtor
was liable for administrative expenses totaling approximately
$2,900,000. The majority of such administrative expenses are
subject to allowance by the Bankruptcy Court, and such amounts may
be further reduced by any retainers received by professionals.
Furthermore, as of March 25, 2023, proofs of claims asserting
unsecured claims of approximately $3,100,000 of unsecured Claims,
and approximately $805,200 of priority Claims. Further, proofs of
claim were filed by Noteholders asserting secured claims
aggregating approximately $33,400,000, of which the majority are
claims of Plaintiff-Noteholders.
The Debtor anticipates that, other than with respect to the Sand
Pharmacy Portfolio (which was already fully liquidated), and Music
Royalty Portfolio (and Conversion Labs warrants which were sold by
the receiver), the Estate could realize value in the Net Collection
Interest Proceeds sufficient to pay all creditors in full. There
are, however, significant issues with respect to the collectability
of Net Collection Interest Proceeds, particularly any collection to
be received on account of the Debtor's largest investment: the
Tradepay Investments. The Net Collection Interest Proceeds may be
subject to a security interest by the Noteholders.
Class 2 consists of General Unsecured Trade Claims. Each Holder of
an Allowed General Unsecured Claim shall receive in full and final
satisfaction, settlement, and release of and in exchange for such
Allowed General Unsecured Claims a pro rata distribution from the
Unsecured Distribution Assets. Additionally, and solely to the
extent that the Unsecured Distribution Assets is insufficient to
pay all Allowed General Unsecured Claims in full, including
interest, and all Allowed Noteholder Claims are paid in full,
including interest, Holders of Allowed General Unsecured Claims
shall receive proceeds from the Net Collection Interest Proceeds on
a pro rata basis until such Allowed General Unsecured Claims are
paid in full. The allowed unsecured claims total $625,000. This
Class will receive a distribution of 100% of their allowed claims.
Class 3 consists of Noteholder Claims. Each Holder of an Allowed
Noteholder Claim shall receive in full and final satisfaction,
settlement, and release of and in exchange for such Allowed Class 3
Claim, a pro rata distribution from the Net Collection Interest
Proceeds Additionally, and solely to the extent that the Net
Collection Interest Proceeds is insufficient to pay all Allowed
Noteholder Claims in full, including interest, and all Allowed
General Unsecured Claims are paid in full, including interest,
Holders of Allowed Noteholder Claims shall receive proceeds from
the Unsecured Litigation Distribution Fund on a pro rata basis
until such Allowed Noteholder Claims are paid in full.
Notwithstanding the foregoing, any Plaintiff-Noteholder that
received reimbursement of attorney fees from the Receiver, which is
subject to the Nevada District Court's disgorgement Order shall
either be responsible for (i) return of the money, including
applicable interest, or (ii) under the Amended Plan, shall have
their distribution reduced on a dollar-for-dollar basis, including
applicable interest. Further, any amounts reimbursed to Blank Rome
will be divided pro rata and reimbursed by the Plaintiff
Noteholders. The amount of claim in this Class total $39,800,000.
Class 4 consists of Equity Interests. On or after the Effective
Date, all Equity Interests shall receive all remaining funds after
all Allowed Claims in Classes 1 through 3, including interest, have
been paid in full.
On the Effective Date the Debtor will transfer all of its Assets to
the Liquidation Trust for Distribution in accordance herewith. The
Confirmation Order shall be deemed to, pursuant to sections 363 and
1123 of the Bankruptcy Code, authorize, among other things, all
actions as may be necessary or appropriate to effect any
transaction described in, approved by, contemplated by, or
necessary to effectuate the Plan. Following the Effective Date, the
Liquidation Trustee shall take all actions reasonably necessary to
dissolve the Debtor under any applicable laws.
Pursuant to the terms of the Mediated Settlement, the Debtor and
the Noteholders will jointly select the Liquidation Trustee, and
the Liquidation Trustee's duties shall commence as of the Effective
Date. The Liquidation Trustee shall administer the Liquidation
Trust and shall serve as a representative of the Estate under
section 1123(b) of the Bankruptcy Code for the purpose of enforcing
Causes of Action belonging to the Estate.
A full-text copy of the Combined Disclosure Statement and Plan
dated July 31, 2023 is available at https://urlcurt.com/u?l=pawaw4
from PacerMonitor.com at no charge.
Counsel to the Debtor:
Carl N. Kunz, III, Esq.
Jeffrey R. Waxman, Esq.
Tara C. Pakrouh, Esq.
Morris James, LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
Email: ckunz@morrisjames.com
jwaxman@morrisjames.com
tpakrouh@morrisjames.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.
SUSTAINABLE SAN DIEGO: Available Cash & Sale Proceeds to Fund Plan
------------------------------------------------------------------
Sustainable San Diego, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of California a Plan of Reorganization
for Small Business.
Since 2019, the Debtor has been in the business of selling health
products and obtaining rental income from tenants.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $1,105. 0 The final Plan
payment is expected to be paid on either the date of the sale of
the Property or by pay-off of the entire liens within 9 months of
the effective date.
There are no unsecured claims. This Plan provides for the payment
of administrative and priority claims.
All claims except the claim of the first Deed of Trust and the Deed
of Trust held by Joshua Young will be paid in full on the effective
date.
Class 2 Secured Claims:
* Joseph E. Balogh Trustee of the BMF Trust u/d/t dated October
1, 2002 (the Trust)
-- On the effective date, Joshua Young will pay the balance in
full to the following creditors: IRS ($400.00); County of San Diego
the full amount of the claim which is anticipated to be $50,186.79;
Landmark (BRNCIC) $10,000; Penny Fox $15,000; and Sub-V Trustee
$5,000.
-- Debtor is to continue making post-petition plan payments to
the Trust of $2,895.85 commencing March 1, 2023 to the date of any
sale.
* Brncic, Inc., will be paid in full on the effective date. This
class is not impaired and not entitled to vote. Upon payment of
this claim Creditor must release its lien upon written notice.
* The Debtor will pay the full amount owed to County of San
Diego Tax Collector on the effective date which is anticipated to
tbe August 15, 2023 which is anticipated to be $50,186.79. Any
arrears amount not paid will continue to accrue interest at the
statutory rate of 18%.
* Capital A Investments has sold its interest to Joshua Young.
The interest rate will accrue at the rate of 12% with no payment
due until the time of sale.
The Commercial Lease Agreement ("Lease") is made and effective
December 1, 2022 by and between Sustainable San Diego ("Landlord")
and D.T. Johnston R.E. ("Tenant").
Landlord is the owner of land and improvements commonly known and
numbered as 4862 Voltaire and legally described as follows (the
"Building").
According to the Stipulation with the first lien holder, the
property is to be sold no later than 9 months from the effective
date. Cash on hand as of June 30, 2023 total $23,479.74 with
$14,523.00 in checks outstanding for Mortgage payments March
through July.
A full-text copy of the Plan of Reorganization dated July 30, 2023
is available at https://urlcurt.com/u?l=wno46K from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
Michael R. Totaro, Esq.
Maureen J. Shanahan & Associates
dba Totaro & Shanahan
Pacific Palisades, CA 90272
Phone: +1 310-573-2107
Email: ocbkatty@aol.com
About Sustainable San Diego
Sustainable San Diego, Inc. owns in fee simple title a commercial
building with yoga studio located at 4862 St. San Diego, Calif.,
valued at $1.65 million.
Sustainable San Diego sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-02982) on Nov.
19, 2022. In the petition signed by Dustin T. Johnston, president,
the Debtor disclosed $1,661,000 in total assets and $931,322 in
total liabilities.
Judge Laura S. Taylor oversees the case.
Michael R. Totaro, Esq., at Totaro & Shanahan, serves as the
Debtor's counsel.
TECHNICAL ORDNANCE: Exclusivity Period Extended to August 14
------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida extended the exclusive period of the Debtors
Technical Ordnance Solutions, LLC, Atomic Machine and EDM, Inc.,
and Energy Technical Systems, Inc. to file a plan of
reorganization and disclosure statement and solicit acceptances
thereof to August 14, 2023.
About Technical Ordnance Solutions LLC
Technical Ordnance Solutions LLC is engaged in the business of
ordnance accessories manufacturing. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla.
Case No. 23-00125) on February 5, 2023. In the petition signed by
Clyde William Colburn, III, its owner, the Debtor disclosed up to
$100,000 in assets and up to $10 million in liabilities.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law, represents the Debtor as
legal counsel.
THORCO INC: Business Income & Asset Sale Proceeds to Fund Plan
--------------------------------------------------------------
Thorco, Inc., filed with the U.S. Bankruptcy Court for the District
of Montana a Disclosure Statement describing Amended Chapter 11
Plan dated July 31, 2023.
The Thomtons formed Thorco almost 30 years ago as a logging and
land development company. Thorco regularly purchased large tracts
of land was sufficient timber to harvest, which could lead to the
development of land and produce income.
Thorco also purchased very large timber sales, state and federal,
along with an including other governmental contracts, to the extent
that, Thorco was regularly bonded for more than $20 million. In the
process, Thorco regularly borrowed money. Until Thorco's dealings
with Whitefish Credit Union, Thorco had no problems paying its
debts. Thorco payments were made "as agreed."
The appraised value of the land before the loan commenced was
$8,775,000. After two years of additional work on the project, WCU
obtained an appraisal of the property from Lloyd Barrie, Barrie
Appraisal and Consulting that appraised the property at
$2,353,000.00.
WCU instituted foreclosure proceedings DV-12-174B. Thorco
counterclaimed 60 million dollars. That was for breach of contract,
negligence, and predatory lending among their causes of action. In
that matter, the District Court granted a partial summary judgement
of foreclosure. Thorco Inc. appealed to the Montana Supreme as it
was an interlocutory order.
The Plan is an operating plan; the Debtor will continue its
business enterprise and it will liquidate certain property. All
income to be received during the period of this Plan will come from
the operation of its business or from the liquidation of assets.
All payments to be made under this Plan will come from those
sources.
The Class VI Creditors hold general unsecured claims of $1,000.00
or more. The members of this class are are Breckenridge Surveying &
Mapping, Cogburn Enterprises LLC, Nicholas Ramlow and Ramlow
Construction, Stand for Liberty, Dennis & Donna Thornton, Estate of
Don Garberg, Evergreen International Inc., Jeff Cameron d.b.a.
Smith Valley Shale & Excavating, John Sheldon, Valley Crest, Wells
Fargo and Whitefish Credit Union.
Except for Whitefish Credit Union as well as Dennis Thornton and
Donna Thornton, these allowed claims will be paid in full through
the harvesting of timber on the 80-acre tract of land at Boon Road,
Somers Montana. The Debtor submits that there is approximately
650,000 in harvestable timber. The cost to harvest will be
approximately $150,000.00. The net harvest proceeds of $500,000
will pay all unsecured creditors, other than Whitefish Credit
Union, Dennis Thornton and Donna Thornton. The remaining Class VI
claims total of $497,543.30. The timber harvest will take
approximately 6 months after the confirmation of the Plan. The
timber sales shall generate approximately 84,000 each month for six
months which shall be distributed amongst this class of creditors
until the creditors are paid in full.
Whitefish Credit Union, Dennis Thornton, and Donna Thornton will be
paid from the proceeds of the sale of the 200 acre and 300 acre
tracts ofland located on Boon Road, Somers Montana for
$49,000,000.00 or the sale of the tax loss which should generate
$19,600,000.00. The DIP estimates that the litigation cost to
finally determine ownership of the real property will cost $10,000
which would be paid from net monthly earnings.
The Debtor shall receive income from the operation of its business
enterprise, Thorco Inc., and from the proceeds of the sale of
certain assets; the profits from the operation of Thorco Inc., and
the proceeds from the sale of certain assets will be the source of
funds to pay the Allowed Claims in order of priority.
A full-text copy of the Disclosure Statement dated July 31, 2023 is
available at https://urlcurt.com/u?l=BeeYfq from PacerMonitor.com
at no charge.
Attorney for Debtor:
Michael Klinkhammer, Esq.
Klinkhammer Law Offices
P.O. Box 9137
Kalispell, MT 59901
Tel: 406-257-7277
Fax: 888-414-1015
About Thorco Inc.
Thorco, Inc., is classified under heavy and civil engineering
construction and has been in business for more than 10 years. It is
located in Kalispell, Mont.
Thorco filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Mont. Case No. 22-90119) on July 29,
2022, with as much as $50,000 in both assets and liabilities.
Christy L. Brandon serves as Subchapter V trustee.
Judge Joseph M. Meier oversees the case.
The Debtor tapped Klinkhammer Law Offices as bankruptcy counsel;
Kris A. McLean Law Firm, PLLC as special counsel; and Andrew
Johnson CPA, PLLC as accountant.
TRANSOCEAN LTD: Posts $165 Million Net Loss in Second Quarter
-------------------------------------------------------------
Transocean Ltd. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $165
million on $729 million of contract drilling revenues for the three
months ended June 30, 2023, compared to a net loss of $68 million
on $692 million of contract drilling revenues for the three months
ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $630 million on $1.38 billion of contract drilling revenues
compared to a net loss of $243 million on $1.28 billion of contract
drilling revenues for the six months ended June 30, 2022.
As of June 30, 2023, the Company had $20.21 billion in total
assets, $1.14 billion in total current liabilities, $8.66 billion
in total long-term liabilities, and $10.40 billion in total
equity.
At June 30, 2023, the Company had $821 million in unrestricted cash
and cash equivalents and $213 million in restricted cash and cash
equivalents. In the six months ended June 30, 2023, its primary
sources of cash were net cash proceeds from issuance of debt and
net cash provided by operating activities. Its primary uses of
cash were debt repayments and capital expenditures.
"During the second quarter, we continued to benefit from increased
demand for our fleet of high-specification floaters. As of our
latest fleet status report, we secured an additional $1.2 billion
of backlog at a weighted average dayrate of approximately
$456,000," said Chief Executive Officer, Jeremy Thigpen. "As
evidenced by our customers contracting rigs well in advance of
their programs and committing to long-term contracts, the outlook
for our high-specification assets and services remains robust."
Thigpen concluded, "In addition to securing contracts at
market-leading rates, our focus remains on the flawless execution
of our offshore operations to maximize the value of our $9.2
billion backlog for our shareholders."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1451505/000145150523000098/rig-20230630x10q.htm
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes
in technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services.
Transocean Ltd. reported a net loss of $621 million for the year
ended Dec. 31, 2022, compared to a net loss of $591 million for the
year ended Dec. 31, 2021, a net loss of $568 million for the year
ended Dec. 31, 2020 and a net loss of $1.25 billion for the year
ended Dec. 31, 2019. As of March 31, 2023, the Company had $20.19
billion in total assets, $1.05 billion in total current
liabilities, $8.81 million in total long-term liabilities, and
$10.32 billion in total equity.
* * *
As reported by the TCR on Oct. 18, 2022, S&P Global Ratings raised
the issuer credit rating on Switzerland-domiciled offshore drilling
contractor Transocean Ltd. to 'CCC' from 'SD'. The upgrade reflects
Transocean's enhanced liquidity runway.
TRITEK INTERNATIONAL: Committee Taps Dechert LLP as Lead Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Tritek
International Inc. and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Dechert LLP
as its lead counsel.
The Committee requires Dechert LLP to:
a) participate in in-person and telephonic meetings of the
Committee and subcommittees formed thereby, and otherwise advise
the Committee with respect to its rights, powers and duties in
these Chapter 11 Cases;
b) assist and advise the Committee in its meetings and
negotiations with the Debtors and other parties in interest
regarding the administration of these Chapter 11 Cases;
c) assist the Committee in analyzing claims asserted against,
and interests in, the Debtors, and in negotiating with the holders
of such claims and interests and bringing, or participating in,
objections or estimation proceedings with respect to such claims
and interests;
d) assist with the Committee's review of the Debtors'
Schedules of Assets and Liabilities, Statement of Financial Affairs
and other financial reports prepared by the Debtors, and the
Committee's investigation of the acts, conduct, assets, liabilities
and financial condition of the Debtors and their insiders and of
the historic and ongoing operation of their businesses;
e) assist the Committee in its analysis of, and negotiations
with the Debtors or any third party related to, financing, asset
disposition transactions, compromises of controversies, assumption
and rejection of executory contracts and unexpired leases;
f) assist the Committee in its analysis of, and negotiations
with the Debtors or any third party related to, the formulation,
confirmation and implementation of a chapter 11 plan(s) and all
documentation related thereto;
g) assist and advise the Committee with respect to its
communications with the general creditor body regarding significant
matters in these cases;
h) respond to inquiries from individual creditors as to the
status of, and developments in, these Chapter 11 Cases;
i) represent the Committee at hearings and other proceedings
before the Court and such other courts or tribunals, as
appropriate;
j) review and analyze complaints, motions, applications,
orders and other pleadings filed with the Court, and advise the
Committee with respect to its positions thereon and the filing of
any responses thereto;
k) assist the Committee in its review and analysis of, and
negotiations with the Debtors and non-Debtor affiliates related to,
intercompany transactions and claims;
l) review and analyze third party analyses or reports prepared
in connection with potential claims of the Debtors, advise the
Committee with respect to its positions thereon, and perform such
other diligence and independent analysis as may be requested by the
Committee;
m) assist the Committee in preparing pleadings and
applications, and pursuing or participating in adversary
proceedings, contested matters and administrative proceedings as
may be necessary or appropriate in furtherance of the Committee's
duties, interests, and objectives;
n) assist and advise the Committee with respect to applicable
foreign proceedings that may arise in the course of these Chapter
11 Cases; and
o) perform such other legal services as may be necessary or as
may be requested by the Committee in accordance with the
Committee's powers and duties as set forth in the Bankruptcy Code.
The hourly rates charged by Dechert are:
Partners $1,175 - $2,000
Counsel $1,175 - $1,375
Associates $680 - $1,210
Paraprofessionals $240 - $525
Douglas Mannal, partner of the law firm Dechert LLP, attests that
the firm is a "disinterested person" as that term is defined in
Bankruptcy Code section 101(14), and neither represents nor holds
an interest adverse to the interests of the Committee, the Debtors,
or their estates with respect to the matters on which it is to be
employed.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mr.
Mannal 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 Committee in the 12 months
prepetition; and
-- Dechert expects to work with the Committee to develop a
prospective budget and staffing plan.
The counsel can be reached through:
Douglas Mannal, Esq.
DECHERT LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
Phone: +1 212 698 3832
Fax: +1 212 698 3599
Email: douglas.mannal@dechert.com
About Tritek International Inc.
Tritek International Inc., HyLife Foods Windom, LLC, Canwin Farms,
LLC are three entities that are part of the HyLife vertically
integrated operation for the raising, production and sale of pork
products. Their operations involve all aspects and stages of the
pork production process, including the farming and sourcing of
hogs, the and packaging of pork at their processing facility, and
the marketing and sale of such products throughout premium domestic
and international end markets, primarily in the United States,
Canada, Japan, Korea, and China.
Tritek International and two affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case No. 23-10520) on April
27, 2023. The petitions were signed by Grant Lazaruk as chief
executive officer.
The Hon. Thomas M. Horan presides over the Debtors' cases.
Tritek International Inc. listed $0 to $50,000 in both estimated
assets and estimated liabilities.
HyLife Foods Windom listed $0 to $50,000 in both estimated assets
and estimated liabilities.
Canwin Farms listed $1 million to $10 million in both estimated
assets and estimated liabilities.
Katten Muchin Rosenman LLP serves as general bankruptcy counsel to
the Debtors, while Potter Anderson & Corroon LLP serves as general
bankruptcy co-counsel.
The Debtors' financial advisor is PricewaterhouseCoopers LLP;
investment banker is Intrepid Investment Bankers; and claims and
noticing agent is Donlin Recano & Company Inc.
TUPPERWARE BRANDS: Inks Debt Restructuring Deal with Wells Fargo
----------------------------------------------------------------
Tupperware Brands Corporation has finalized an agreement with its
lenders to restructure its existing debt obligations, improving the
Company's overall financial position by amending certain credit
obligations and extending the maturity of certain debt facilities
to allow it to continue with its turnaround efforts.
The agreement is a comprehensive restructuring and reallocation of
the Company's debt and provides for, among other things:
* The reduction / reallocation of approximately $150 million
of cash interest and fees,
* The extension of the stated maturity of approximately $348
million of principal and reallocated interest and fees to fiscal
year 2027 with PIK interest,
* The reduction of amortization payments required to be paid
through fiscal year 2025 by approximately $55 million, and
* Immediate access to revolving borrowing capacity of
approximately $21 million.
"I am confident that this agreement provides us with the financial
flexibility to continue executing on our near-term turnaround
efforts as well as our long-term strategy to create a global
omni-channel consumer brand. We are committed to making ongoing
progress in improving liquidity and strengthening our capital
structure. We appreciate the support of our lenders, who share in
our strategy, as we move forward," said Mariela Matute, Chief
Financial Officer of Tupperware Brands Corporation.
Specifically, Tupperware Brands Corp, Swiss subsidiary borrower
Tupperware Products AG and certain other subsidiaries of the
Company on August 2 entered into a Debt Restructuring Agreement,
which among other things, waives certain events of default existing
under, and restructures the credit facilities documented by the
Credit Agreement dated as of November 23, 2021 -- as amended by a
First Amendment to Credit Agreement dated as of August 1, 2022, the
Second Amendment to Credit Agreement dated as of December 21, 2022,
the Third Amendment to Credit Agreement, dated as of February 22,
2023, and the Fourth Amendment to Credit Agreement and Limited
Waiver of Borrowing Conditions, dated as of May 5 -- by and among,
among others, the Borrowers, Wells Fargo Bank, National
Association, as administrative agent and the lenders party
thereto.
The Debt Restructuring Agreement, among other things, provides for
the reallocation and restructuring of all Global Tranche Revolving
Loans, USD Term Loans, USD Term-2 Loans, and EUR Term Loans
outstanding under the Existing Credit Agreement, together with all
accrued and unpaid interest thereon and certain other fees and
amounts outstanding thereunder, such that, after giving effect to
such reallocation and restructuring, the credit facilities
evidenced by the Amended Credit Agreement consist of:
$38,375,527 in Global Tranche Revolving Commitments, which
includes a sub-facility for letter of credit
issuances in the amount of $22,327,163.13;
$425,000,000 in USD Term A Loans;
$156,412,093 in USD Term C Loans; and
EUR173,425,559 in EUR Term D Loans
The Global Tranche Revolving Loans and the USD Term A Loans will
mature on July 31, 2025. These Loans will bear interest at
(depending on the Company's election from time to time) either (a)
the Adjusted Term SOFR, Adjusted Eurocurrency Rate, or Daily Simple
SONIA plus 6.00% per annum or (b) the Base Rate plus 5.00% per
annum (in each case, subject to increase), and the unfunded portion
of the Global Tranche Revolving Commitments will accrue a
commitment fee at a per annum rate of 0.925%. The interest accruing
on the 2025 Maturity Date Loans is payable in cash.
The USD Term C Loans and the EUR Term D Loans will mature on July
31, 2027. These Loans will bear interest at a per annum rate of
14.00%. The interest accruing on the 2027 Maturity Date Loans is
payable in kind, and thus capitalized thereon and increasing the
principal balance thereof, on a quarterly basis.
The Company must make mandatory amortization payments in respect of
the USD Term A Loans in an amount equal to:
$1,750,000 on the last day of each calendar quarter during
calendar year 2024; and
$3,500,000 on the last day of each of the first two calendar
quarters during calendar year 2025.
The Company must make mandatory amortization payments of:
$1,750,000 with respect to the USD Term C Loans; and
EUR1,581,993 with respect to the EUR Term D Loans
in each case, on the last day of each calendar quarter, commencing
December 31, 2025.
In connection with the Debt Restructuring Agreement, the Company
issued to the Lenders (or affiliates thereof) warrants to purchase
shares of common stock of the Company at an exercise price of $0.01
per share pursuant to a warrant purchase agreement. The Warrants
were issued on August 2, 2023 and are exercisable for 2,548,874
shares of common stock, representing approximately 4.99% of the
total issued and outstanding shares of common stock of the Company
in the aggregate (calculated on a fully-diluted basis).
The Warrants are exercisable for five years from the date on which
they are eligible to be exercised, with Warrants representing 2.99%
of the total issued and outstanding shares of common stock of the
Company in the aggregate (calculated on a fully-diluted basis)
immediately exercisable and the remainder of the Warrants
exercisable upon the occurrence of certain events related to
Repayment Incentive Milestones.
The members of the lending consortium and, at the same time,
participants in the Warrant Purchase Agreement are:
Number of Warrant Shares
------------------------
Wells Fargo 502,570
c/o Constantin E. Chepurny
EVP
E-mail: connie.chepurny@wellsfargo.com
BMO Harris 354,075
Dearborn Street
Holdings LLC - Series 42
c/o Suzy Rose
Managing Director
E-mail: suzy.rose@bmo.com
Truist Bank 354,075
c/o Amanda Parks
SVP
E-mail: amanda.parks@truist.com
Fifth Third 354,075
c/o Terick R. Hinze
VP
E-mail: terick.hinze@53.com
HSBC USA 254,059
c/0 John G. Tierney
SVP
E-mail: john.tierney@us.hsbc.com
KeyBank 215,387
c/o Peter Szafran
SVP
E-mail: peter_szafran@keybank.com
US Bank 224,414
c/o Mark Hattling
VP
E-mail: mark.hattling1@usbank.com
TD Bank 149,609
c/o Benjamin Jenkins, III
VP, Commercial Workout Office
E-mail: benjamin.jenkins@td.com
Associated Bank 74,805
c/o Michael Stevens
SVP
E-mail: michael.stevens@associatedbank.com
Synovus Bank 74,805
c/o Katie Schear
Special Assets Officer, Sr.
E-mail: katieschear@synovus.com
In connection with the issuance of the Warrants, the Company
entered into a registration rights agreement that requires the
Company to register the Warrants and the Warrant Shares for resale
within 30 days of becoming current in its reporting obligations
with the U.S. Securities and Exchange Commission.
The Debt Restructuring Agreement also provides that the Borrowers
are required to pay:
(i) an approximately $16,250,000 restructuring fee, which will
become due and payable upon the earlier of (a) the occurrence of a
payment or bankruptcy event of default, the acceleration of the
loans under the Amended Credit Agreement, or the repayment in full
of the obligations outstanding under the Amended Credit Agreement
and (b) July 31, 2025; and
(ii) a $10,000,000 facility fee, which will become due and
payable upon the earlier of (a) the occurrence of a payment or
bankruptcy event of default, the acceleration of the loans under
the Amended Credit Agreement, or the repayment in full of the
obligations outstanding under the Amended Credit Agreement and (b)
July 31, 2027,
but all or portions of which will be waived if the USD Term A Loans
are repaid in these aggregate, cumulative amounts by these dates:
(a) if $40,000,000 of the USD Term A Loans are repaid on or
before January 31, 2024, $2,000,000 of the Facility Fee will be
waived;
(b) if $80,000,000 of the USD Term A Loans are repaid on or
before July 31, 2024, $2,000,000 of the Facility Fee will be
waived;
(c) if $160,000,000 of the USD Term A Loans are repaid on or
before January 31, 2025, $2,000,000 of the Facility Fee will be
waived; and
(d) if $425,000,000 of the USD Term A Loans is repaid on or
before July 31, 2025, $4,000,000 of the Facility Fee will be
waived.
The Borrowers may also achieve, on each Repayment Incentive
Milestone Date, a partial waiver of the amount of the Facility Fee
contemplated to be waived on such date on a pro rata basis in
certain increments if the Borrowers fail to fully satisfy the
Repayment Incentive Milestone on such Repayment Incentive Milestone
Date. If the Borrowers fail to satisfy any Repayment Incentive
Milestone on any Repayment Incentive Milestone Date:
(i) the interest rates for the 2025 Maturity Date Loans will
be increased by 0.50% per annum on the date immediately following
such Repayment Incentive Milestone Date; provided that if the
Borrowers thereafter satisfy a Repayment Incentive Milestone, such
interest rates will be automatically reduced, on the date
immediately following such Repayment Incentive Milestone Date, by
the aggregate amount of increases thereto effectuated pursuant to
the failure to satisfy any Repayment Incentive Milestone (and that
are still in effect); and
(ii) certain of the Warrants issued to the Lenders (or
affiliates thereof) would become exercisable on the date
immediately following each such Repayment Incentive Milestone Date
for a fixed number of shares of common stock of the Company
representing in total an aggregate of approximately 2.00% of the
total issued and outstanding shares of common stock of the
Company.
The Debt Restructuring Agreement also:
(i) requires the Company to comply with additional reporting
requirements, including, among other things, delivering regular
13-week cash flow projections for the Company and its U.S.
subsidiaries, and extends the delivery dates for certain annual and
quarterly financial statement deliverables;
(ii) requires the Company to comply with the aggregate receipt
and disbursement line items set forth in the U.S. Cash Flow
Forecast, which compliance is tested every two weeks on a
cumulative, trailing four-week basis and is subject to certain
permitted variances and exclusions;
(iii) requires the Board to elect an additional director with
restructuring and turnaround experience and the Company to continue
to retain a chief restructuring officer for at least 18 months;
(iv) includes additional conditions on borrowings of Global
Tranche Revolving Loans, including (x) a requirement that the
Company and the U.S. Loan Parties have no more than $7,000,000 of
unrestricted cash and cash equivalents on hand immediately after
giving effect to such borrowing and the use of proceeds thereof and
(y) a condition limiting borrowings, during any trailing four-week
period, to an amount equal to 115% of the amount forecasted to be
borrowed during such period pursuant to the U.S. Cash Flow
Forecast;
(v) requires the Company to comply with the following
financial covenants: (a) a maximum Consolidated Net Leverage Ratio
(which excludes the 2027 Maturity Date Loans), which is tested on a
quarterly basis, commencing with the fiscal quarter ending on or
about March 31, 2024, (b) a minimum Consolidated Interest Coverage
Ratio (which excludes the interest accruing on the 2027 Maturity
Date Loans, the Restructuring Fee, and the Facility Fee), which is
tested on a quarterly basis, commencing with the fiscal quarter
ending on or about March 31, 2024, (c) a $15 million minimum
liquidity covenant, which is tested on a weekly basis and
calculated solely with respect to the U.S. Loan Parties and
inclusive of unfunded Global Tranche Revolving Commitments, (d) a
$31 million maximum capital expenditure covenant, tested each
fiscal year, and (e) a minimum Consolidated EBITDA covenant ranging
between $87 million and $128 million, which varies each fiscal
quarter and is tested on a quarterly, trailing twelve-month basis,
commencing with the fiscal quarter ending on or about March 31,
2024;
(vi) requires the Company to make additional mandatory
prepayments with the net cash proceeds from certain equity
issuances and extraordinary receipts in excess of $2,500,000 and
from certain tax refunds in excess of $3,000,000, in each case, in
the aggregate during any fiscal year;
(vii) incorporates a weekly mandatory prepayment applied solely
to the Global Tranche Revolving Loans with unrestricted cash and
cash equivalents of the Company and the Company's U.S. subsidiaries
that are guarantors -- U.S. Loan Parties -- in excess of
$7,000,000; and
(viii) provides that any unrestricted cash and cash equivalents
held by the Company's subsidiaries that are not U.S. Loan Parties
in excess of (a) for the calendar months ending September 30, 2023
through February 28, 2024, $55,000,000, (b) for the calendar months
ending March 31, 2024 through August 31, 2024, $50,000,000, and (c)
for the calendar month ending September 30, 2024 and each calendar
month thereafter, $45,000,000, must be transferred, distributed,
and/or repatriated to the U.S. Loan Parties, subject to certain
exceptions.
A copy of the Debt Restructuring Agreement is available at
https://tinyurl.com/yr7newy6
A copy of the Warrant Purchase Agreement is available at
https://tinyurl.com/muysfvdk
A copy of the Registration Rights Agreement is available at
https://tinyurl.com/5bekrwsv
About Tupperware Brands
Orlando, Fla-based Tupperware Brands Corporation (NYSE: TUP) --
https://www.Tupperwarebrands.com/ -- is a global consumer products
company that designs innovative, functional and environmentally
responsible products that people love and trust. Founded in 1946,
Tupperware's signature container created the modern food storage
category that revolutionized the way the world stores, serves and
prepares food. The company distributes its products into nearly 70
countries, primarily through independent representatives around the
world.
Tupperware tapped Kirkland & Ellis LLP as legal counsel, Alvarez &
Marsal as restructuring advisors, and Moelis & Company as financial
advisors with respect to its August 2023 debt restructuring
agreement.
Wells Fargo, as administrative agent to the lenders, is represented
by:
Trey Rayburn, Esq.
MCGUIREWOODS LLP
201 N. Tryon Street, Suite 3000
Charlotte, NC 28202
TUPPERWARE BRANDS: To Delay Filing of Q2 2023 Financial Report
--------------------------------------------------------------
Tupperware Brands Corporation informed the Securities and Exchange
Commission on Thursday that it is unable to file its Quarterly
Report on Form 10-Q for the quarter ended July 1, 2023 by the
prescribed due date, citing the time and effort required to
complete the consolidated financial statements for the Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
and the Quarterly Report on Form 10-Q for the quarter ended April
1, 2023.
The Company will be unable, without unreasonable effort or expense,
to complete and file the Q2 Form 10-Q within the prescribed time
period, Mariela Matute, Tupperware's Chief Financial Officer,
said.
The Company is continuing its restatement of previously issued
financial statements and the financial statement close process for
the year ended December 31, 2022. Since the Form 8-K filing, the
Company has identified additional prior period misstatements and
additional material weaknesses in internal control over financial
reporting. The Form 8-K also disclosed the Company's conclusion
that there is substantial doubt about its ability to continue as a
going concern.
While the Company is still completing its second quarter 2023
financial close process, it expects that its Q2 Form 10-Q will
reflect a material decline in revenues for the quarter ended July
1, 2023 as compared to the quarter ended June 25, 2022. The Company
believes its preliminary estimated revenue results for the quarter
ended July 1, 2023 will be within the range of $260 - $270 million.
Tupperware last delivered a financial report to the SEC was on Nov.
2, 2022, for the 13 weeks ended Sept. 24, 2022. As of Sept. 24,
the Company had $1.05 billion in total assets against $1.23 billion
in total liabilities.
About Tupperware Brands
Orlando, Fla-based Tupperware Brands Corporation (NYSE: TUP) --
https://www.Tupperwarebrands.com/ -- is a global consumer products
company that designs innovative, functional and environmentally
responsible products that people love and trust. Founded in 1946,
Tupperware's signature container created the modern food storage
category that revolutionized the way the world stores, serves and
prepares food. The company distributes its products into nearly 70
countries, primarily through independent representatives around the
world.
Tupperware has finalized an agreement with its lenders to
restructure its existing debt obligations, improving the Company's
overall financial position by amending certain credit obligations
and extending the maturity of certain debt facilities to allow it
to continue with its turnaround efforts. Tupperware tapped
Kirkland & Ellis LLP as legal counsel, Alvarez & Marsal as
restructuring advisors, and Moelis & Company as financial advisors
with respect to its August 2023 debt restructuring agreement.
Wells Fargo, as administrative agent to the lenders, is represented
by McGuireWoods LLP.
URBAN ONE: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating and B3 senior
secured notes rating. The speculative grade liquidity rating was
upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The
outlook was changed to stable from positive.
The affirmation of the CFR and stable outlook reflect Urban One's
relatively high pro forma leverage (4.9x as of Q4 2022 pro forma
for sale of the company's minority ownership position in MGM
National Harbor, LLC (National Harbor) and including Moody's
standard adjustments) as well as Moody's expectations that
operating performance will decline in 2023 due to lower political
advertising revenue in a non-election year and from lower cable TV
revenue. Cable TV was a source of strength during the pandemic, but
is likely to be pressured from lower ratings and a decline in
subscribers as consumers continue to migrate to streaming services
from cable TV. Social considerations were a key driver of the
rating action as Moody's expects the negative secular pressures in
the cable TV division to increase as media consumption continues to
migrate to streaming services.
Affirmations:
Issuer: Urban One, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured Regular Bond/Debenture, Affirmed B3
Upgrades:
Issuer: Urban One, Inc.
Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2
Outlook Actions:
Issuer: Urban One, Inc.
Outlook, Changed To Stable From Positive
RATINGS RATIONALE
Urban One's B3 CFR reflects relatively high leverage (4.9x pro
forma as of Q4 2022 including Moody's standard adjustments) and
Moody's expectation that EBITDA will decline in the high teens
percentage range in 2023 due to lower political advertising revenue
and a decline in results in the cable TV division. The cable TV
division is supported by carriage fees from cable and satellite
companies but the division faces challenges from reduced
advertising revenue due to lower ratings and the transition of
media consumption to video streaming services which has led to a
decline in the subscriber base. The radio industry is being
negatively affected by the shift of advertising dollars to digital
mobile and social media as well as heightened competition for
listeners from a number of digital music providers. The radio and
cable TV division will also be sensitive to any weakness in the
economy.
Urban One benefits from diversified operations in radio, cable TV,
syndicated programming, and digital media that primarily targets
African American and urban consumers. Urban One has diversified
operations over the past several years through investments in Reach
Media, digital services, and TV One, completing the company's
transition from a pure play radio operator to a more diversified
media company. Performance will receive support from advertiser
interest in reaching Urban One's core customer base. While Urban
One has used free cash flow (FCF) to reduce outstanding debt, the
company is also pursuing strategic investments including a new
casino joint venture in Virginia and the acquisition of the BET and
VH1 cable channels that could substantially impact the financial
profile.
Urban One's SGL-1 rating reflects very good liquidity with a pro
forma cash balance of approximately $235 million and access to an
undrawn $50 million ABL facility due 2026 (unrated). The free cash
flow to debt percentage ratio was 8% LTM Q4 2022 and is likely to
remain in this range in 2023. The company received $137 million in
April 2023 from the sale of its minority stake in National Harbor,
but approximately $80 million may be used to help fund Urban One's
portion of an equity investment in a new casino if approved by
votors in November 2023. Urban One has also entered into an
agreement to acquire radio stations in Houston for a net amount of
about $17.5 million. In addition to the possible casino investment,
Urban One will consider additional acquisitions that are
substantial in scale. Excess cash may also be used for debt
repayment as the company has reduced outstanding debt by $100
million since the secured note was issued in January 2021. Urban
One received approximately $8.8 million in distributions from the
National Harbor investment in 2022, but will not receive
distributions following the sale of the position.
Urban One's senior secured notes due 2028 are not subject to
financial covenants, but the ABL facility is subject to a fixed
coverage test.
Urban One's 2022 audited financial statements were not released
until June 30, 2023 due to material weaknesses in internal controls
over financial reporting. The Q1 2023 quarterly financials have not
been released to date, but are expected to be reported prior to the
end of September.
Urban One's ESG Credit Impact Score is CIS-4 reflecting the
company's somewhat aggressive financial policies and demographic
and societal trends that are negatively pressuring the company's
radio and cable operations. Urban One has reduced debt, but
leverage remains high and will continue to be subject to the
secular pressures in the radio and cable TV division. The company
will also pursue additional acquisitions and investments including
those outside the credit group that could pressure leverage levels,
although Moody's expects the company to target lower leverage
levels over the long term. A significant percentage of the
company's revenue and profitability are generated from radio
broadcasting and cable TV which faces risk from demographical and
societal trends as competition for listeners from digital music
services and viewers from streaming services has increased and
advertising dollars have shifted to digital and social media
advertising.
The stable outlook reflects Moody's expectation that leverage will
increase to the mid to high 5x range in 2023 due to declines in
operating performance from lower political advertising revenue and
from the cable TV division. However, political ad revenue and
efforts to increase performance in the cable division will support
improved results in 2024. While a significant portion of the cash
on the balance sheet may be used for investments outside the credit
group, we expect some of the cash will be used for acquisitions
within the credit group or for additional debt reduction that will
lead to lower leverage levels in 2024. The acquisition and
investment strategy of the company has the potential to
substantially impact leverage levels going forward.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Urban One's ratings could be upgraded if Moody's expects
debt-to-EBITDA to be sustained below 5.5x pro forma for any
acquisitions or investments (including the potential Virginia
casino project), with positive organic growth in the radio and
cable network operations. A good liquidity position, including a
mid-single digit percentage free cash flow-to-debt ratio would also
be required.
Urban One's ratings could be downgraded if acquisitions or weak
operating performance led to debt-to-EBITDA sustained above 7x. A
weakened liquidity position could also lead to a downgrade.
Urban One, Inc., formerly known as Radio One, Inc., headquartered
in Silver Spring, MD, is an urban oriented multi-media company that
operates or owns interests in radio broadcasting stations (32% of
revenue as of LTM Q4 2022) generated by 66 stations in 13 markets,
cable television networks (43% of revenue), an 80% ownership in
Reach Media (9% of revenue), and ownership of Interactive One, its
digital platform, as well as other internet based properties (16%
of revenue), largely targeting an African-American and urban
audience. The Chairperson, Catherine L. Hughes, and President,
Alfred C. Liggins III (Chairperson's son), maintain voting control
and hold a significant ownership position. The company reported
consolidated revenue of $485 million as of LTM Q4 2022.
The principal methodology used in these ratings was Media published
in June 2021.
US HEALTHVEST: $110M Bank Debt Trades at 16% Discount
-----------------------------------------------------
Participations in a syndicated loan under which US HealthVest LLC
is a borrower were trading in the secondary market around 84.3
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $110 million facility is a Term loan that is scheduled to
mature on July 2, 2024. The amount is fully drawn and
outstanding.
US HealthVest, LLC provides behavioral healthcare services. The
Company offers psychiatric care, including substance abuse
treatment through a broad range of inpatient and outpatient
programs. US HealthVest serves patients in the United States.
VALCAL INC: Unsecureds to Split $18K If Plan Consensual
-------------------------------------------------------
Valcal Inc., filed with the U.S. Bankruptcy Court for the Middle
District of Florida a Plan of Reorganization dated July 31, 2023.
Debtor is a Florida profit corporation organized by Articles of
Incorporation filed with the Florida Secretary of State on June 25,
2020. The Debtor manages and operates 2 delivery routes for FedEx
Ground.
Class 24 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
Consensual Plan Treatment:
* The liquidation value or amount that unsecured creditors
would receive in a hypothetical chapter 7 case is approximately
$0.00. Accordingly, the Debtor proposes to pay unsecured creditors
a pro rata portion of $18,000. Payments will be made in equal
quarterly payments totaling $1,500.00. Payments shall commence on
the fifteenth day of the month, on the first month that begins more
than ninety days after the Effective Date and shall continue
quarterly for eleven additional quarters. Pursuant to Section 1191
of the Bankruptcy Code, the value to be distributed to unsecured
creditors is greater than the Debtor's projected disposable income
to be received in the 3-year period beginning on the date that the
first payment is due under the plan.
* If the Debtor defaults in making a quarterly payment and
fails to cure the payment default before the following quarter's
payment is due, then the Debtor shall liquidate nonexempt assets to
pay the holders of allowed unsecured claims.
Nonconsensual Plan Treatment:
* The liquidation value or amount that unsecured creditors
would receive in a hypothetical chapter 7 case is approximately
$0.00. Accordingly, the Debtor proposes to pay unsecured creditors
a pro rata portion of its Disposable Income. If the Debtor remains
in possession, plan payments shall include the Subchapter V
Trustee's administrative fee which will be billed hourly at the
Subchapter V Trustee's then current allowable blended rate, which
shall not exceed the Disposable Income. Plan Payments shall
commence on the fifteenth day of the month, on the first month that
is ninety days after the Effective Date and shall continue
quarterly for eleven additional quarters. The initial estimated
quarterly payment shall be $0.00.
* If the Debtor defaults in making a quarterly payment and
fails to cure the payment default before the following quarter’s
payment is due, then the Debtor shall liquidate nonexempt assets to
pay the holders of allowed unsecured claims.
Holders of a Class 23 interests shall retain their full equity
interest in the same amounts, percentages, manner and structure as
existed on the Petition Date.
The Debtor shall continue to exist as the Reorganized Debtor, doing
business under the name Valcal, Inc.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor's business. Except as explicitly set forth in
this Plan, all cash in excess of operating expenses generated from
operation until the Effective Date will be used for Plan Payments
or Plan implementation, cash on hand as of Confirmation shall be
available for Administrative Expenses.
A full-text copy of the Plan of Reorganization dated July 31, 2023
is available at https://urlcurt.com/u?l=O7dfft from
PacerMonitor.com at no charge.
Attorney for Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
Flentke Legal Consulting, PLLC, Of Counsel
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Valcal Inc.
Valcal Inc. manages and operates two delivery routes for FedEx
Ground. One of the routes is in Jacksonville, Florida; and the
other is near Ocoee, Florida.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01675) on May 2,
2023. In the petition signed by Giovanni Martinez, president, the
Debtor disclosed $970,720 in assets and $2,055,075 in liabilities.
Judge Tiffany P. Geyer oversees the case.
Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, represents the
Debtor as legal counsel.
VECTOR UTILITIES: Hires Margaret M. McClure as Legal Counsel
------------------------------------------------------------
Vector Utilities, LLC seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Margaret McClure, Esq.,
an attorney practicing in Houston, Texas, to handle its Chapter 11
case.
The attorney will be paid at her hourly rate of $400 while
paralegals will be paid at hourly rate of $150, plus reimbursement
of expenses incurred.
Ms. McClure received a retainer of $25,000 from the Debtor.
Ms. McClure disclosed in a court filing that she is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The attorney can be reached at:
Margaret McClure, Esq.
909 Fannin, Suite 3810
Houston, TX 77010
Telephone: (713) 659-1333
Facsimile: (713) 658-0334
Email: margaret@mmmcclurelaw.com
About Vector Utilities
Vector Utilities, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-60040) on July
16, 2023. In the petition signed by Griselda C. Gaytan, managing
member, the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge David R. Jones oversees the case.
Margaret M. McClure, Esq., at Law Office of Margaret M. McClure,
represents the Debtor as legal counsel.
VERDE BIO: Sadler Gibb Raises Going Concern Doubt Amid Losses
-------------------------------------------------------------
Sadler, Gibb & Associates, LLC, said Verde Bio Holdings, Inc., has
suffered recurring losses from operations and has negative cash
flows from operations that raise substantial doubt about its
ability to continue as a going concern. Draper, Utah-based Sadler
Gibb has served as the Company's auditor since 2012.
The Company has not attained profitable operations and is dependent
upon obtaining financing to pursue any extensive acquisitions and
activities. During the year ended April 30, 2023, the Company
incurred a net loss of $1,774,179 and used cash of $872,226 for
operating activities. As at April 30, 2023, the Company had a
working capital deficit of $1,741,434 and an accumulated deficit of
$16,033,070.
The Company posted a net loss of $1,774,179 for the fiscal year
ended April 30, 2023, down from a net loss of $3,422,146 for the
fiscal year ended April 30, 2022.
Based in Frisco, Texas, Verde Bio Holdings, Inc. is engaged in the
acquisition and development of high-probability, lower risk onshore
oil and gas properties within the major oil and gas plays in the
U.S. The Company does not drill wells nor operates wells. The
acquisitions are structured primarily as acquisitions of leases,
real property interests and mineral rights and royalties and are
generally not regarded as the acquisition of securities, but rather
real property interests. As a royalty owner, the Company has the
right to receive a portion of the production from the leased
acreage (or of the proceeds of the sale thereof), but generally is
not required to pay any portion of the costs of drilling or
operating the wells on the leased acreage.
As of April 30, 2023, the Company had $4,160,238 in total assets
against $1,839,182 in total liabilities. Its oil and gas
properties totaled $1,318,506.
WICKAPOGUE 1: Taps Law Offices of Avrum J. Rosen as Counsel
-----------------------------------------------------------
Wickapogue 1, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to employ The Law Offices of Avrum
J. Rosen, PLLC as its special conflicts counsel.
The firm will represent the Debtor in any matter posing an actual
or potential conflict of interest that might otherwise disqualify
it as Debtor’s counsel.
The firm will be paid at these rates:
Partners $670 per hour
Associates $395 to $570 per hour
Paralegals $150 to $200 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
As disclosed in court filings, The Law Offices of Avrum J. Rosen is
a "disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Avrum J. Rosen, Esq.
The Law Offices of Avrum J. Rosen, PLLC
38 New Street
Huntington, NY 11743
Telephone: (631) 423-8527
Email: arosen@ajrlawny.com
About Wickapogue 1
Wickapogue 1, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-71048) on March 28, 2023, with $10 million to $50 million in
both assets and liabilities. David Goldwasser, chief restructuring
officer of Wickapogue 1, signed the petition.
Judge Robert E. Grossman oversees the case.
Jason A. Nagi, Esq., at Offit Kurman, P.A. represents the Debtor as
counsel.
WYE RIVER: Unsecureds Owed $20K+ to Get 15% of Claims in Plan
-------------------------------------------------------------
Wye River Food Products, LLC, filed with the U.S. Bankruptcy Court
for the District of Maryland a Disclosure Statement for Plan of
Reorganization dated July 31, 2023.
The Debtor is a limited liability company organized and operating
in the State of Maryland.
Its initial products were crab soups & crab seasonings, and it
later added its Crabber crackers to its menu. Shortly thereafter,
the Debtor's Oyster Stew was authorized by Walmart to be shipped to
42 of their distribution centers.
The Debtor pivoted and concentrated on other items such as its Crab
Seasoned Crabber Cracker but a single run cost $40,000. In order to
remain viable, the Debtor took out merchant cash advance loans. At
first, the Debtor was able to service these loans, but then the
Debtor was faced with trying to operate during the COVID-19. The
wide gaps between the receipt of inventory shipments required the
Debtor to obtain additional funding to carry it through.
Since filing Chapter 11, the Debtor gradually rebuilt its customer
base, and has increased its concentration on its snack items. The
snack items can be run in smaller batches with shorter lead times,
thus decreasing the Debtor's need for large amounts of capital.
In order to stay increased collection activity from its creditors,
and provide it the ability to propose an orderly treatment of its
outstanding debt, the Debtor sought protection under the Bankruptcy
Code by filing a Voluntary Petition for Relief under Chapter 11 of
the Bankruptcy Code on October 6, 2022 (the "Petition Date").
The Plan is based upon the belief that the reorganization of the
Debtor, through its continuing operations will generate more funds
for repayment of creditors than if the bankruptcy case were
converted to a Chapter 7 liquidation.
Class 3 consists of all general unsecured claims less than $20,000.
The holders of Class 3 Allowed Claims, shall receive, in full and
final satisfaction of their claims against the Estate, a lump sum
payment equal to 8% of their Allowed Claim. Such payment shall be
made on the Effective Date. Class 3 is an impaired class under the
Plan.
Class 4 consists of all general unsecured claims which exceed
$20,000. The holders of Class 3 Allowed Claims, shall receive, in
full and final satisfaction of their claims against the Estate, a
pro-rata share of $60,000 paid in 5 semi-annual payments commencing
on the six-month anniversary of the Effective Date and continuing
semi-annually thereafter. The Debtor believes that such a
distribution will result in a payment of approximately 15% of the
Allowed Claims of this Class. shall be made on the Effective Date.
Class 4 is an impaired class under the Plan.
Class 5 claims consist of the equity interests of members. At the
time of the commencement of this case, all of the outstanding
membership interests in the Debtor were owned by Martha Yellin and
Joseph Bernard (jointly referred to as the "Members"). These
Members shall retain any and all such interests in the same
proportion as such were owned at the Petition Date and shall make
no new value contribution to the Debtor. These interests shall
constitute 100% of the issued and outstanding interests of the
Debtor upon the entry of a final, nonappealable Order of
Confirmation herein.
The funds necessary to implement the Plan shall be generated from
continuing operations of the Debtor's business as a going concern.
The Debtor believes that it is adequately funded to continue its
operations and generate sufficient funds to satisfy the
requirements of the Plan.
A full-text copy of the Disclosure Statement dated July 31, 2023 is
available at https://urlcurt.com/u?l=KBSNmL from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Steven H. Greenfeld, Esq.
Law Offices of Steven H. Greenfeld, LLC
325 Ellington Boulevard, #610
Gaithersburg, MD 20878
Telephone: (301) 881-8300
Email: steveng@cohenbaldinger.com
About Wye River Foods Products
Wye River Foods Products LLC is a limited liability company
organized and operating in the State of Maryland.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 22 15641) on Oct. 12, 2022,
listing as much as $1 million on both assets and liabilities.
Steven H. Greenfeld, Esq., at the Law Offices of Steven H.
Greenfeld, LLC, represents the Debtor.
ZEP INC: $175M Bank Debt Trades at 29% Discount
-----------------------------------------------
Participations in a syndicated loan under which Zep Inc is a
borrower were trading in the secondary market around 71.4
cents-on-the-dollar during the week ended Friday, August 4, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $175 million facility is a Term loan that is scheduled to
mature on August 11, 2025. The amount is fully drawn and
outstanding.
Zep, Inc. is an Atlanta, Georgia-based cleaning products
manufacturer. It specializes in cleaning and maintenance products
for industrial, institutional, food and beverage, vehicle care, and
retail customers.
ZHANG MEDICAL: Unsecureds Will Get 5% of Claims in 3 Years
----------------------------------------------------------
Zhang Medical P.C. d/b/a New Hope Fertility Center filed with the
U.S. Bankruptcy Court for the Southern District of New York a Small
Business Subchapter V Plan of Reorganization dated July 31, 2023.
The Debtor operates a medical office that renders fertility related
services to its patients. The Debtor has established its stellar
reputation in its field as a result of, among other things, the
medical advancements developed by its sole shareholder and medical
director Dr. John Zhang.
The Debtor's bankruptcy filing was caused by a business decision it
made prior to the business shut-down imposed by the City of New
York that resulted from COVID-19 that adversely impacted its
operations. The Covid Shut-Down changed, in some respects, the
manner in which the Debtor conducts its business. Since this shift
in the manner in which the Debtor delivers medical services, the
Debtor can not utilize the two additional floors it agreed to
occupy in the Lease and no longer fully utilizes the two floors of
the Building it has occupied for over ten years.
The Debtor has been forced to reject the Lease with its Landlord
BVK Columbus Circle LLC (the "Landlord") because it simply can not
continue to rent four floors of the Building when it is utilizing
solely two floors. The Bankruptcy Court entered an order
authorizing the Debtor to reject the Lease as of July 20, 2023. The
Debtor has identified two other locations that will enable it to
continue to provide its patients with the same high-quality medical
services it is known for.
Although the Debtor would prefer to enter into an agreement that
permits it to remain in the Building, the Plan is based upon the
current court-authorized rejection of the Lease and the Debtor's
need to relocate its business. As set forth in the analysis, the
Debtor estimates that its relocation will result in moving costs of
approximately $750,000.00, a loss in revenue during the relocation,
and a loss in patients and employees during the relocation of its
business.
Class 1 shall consist of Allowed Non-Tax Priority Claims. The
Allowed Class 2 Claims shall be paid in full, in Cash, in equal
quarterly installments beginning on the Effective Date and
continuing for 3 years. The holders of the Allowed Class 1 Claims
are impaired.
Class 2 shall consist of Allowed General Unsecured Claims. Holders
of Allowed Class 2 General Unsecured Claims shall receive up to 5%
of their Allowed Class 2 Claims, without interest, from the
remaining balance of the Plan Funds, after payment in full of all
Unclassified Claims, Allowed Professional Fee Claims, the Allowed
Secured Claims of Classes 1 and 2. Payments to the Allowed Class 2
Claims shall commence on the Effective Date and shall continue in
consecutive equal quarterly installments for 3 years. The holders
of the Allowed Class 2 Claims are impaired.
Class 3 shall consist of the Debtor's Interest Holder. The Debtor's
Interest Holder will retain his interest in the Debtor. The Class 3
Interest Holder is impaired.
The Plan shall be funded from the Debtor's Cash on hand and
disposable income over the 3-year period following the Effective
Date.
A full-text copy of the Subchapter V Plan dated July 31, 2023 is
available at https://urlcurt.com/u?l=EXzklS from PacerMonitor.com
at no charge.
Proposed Counsel to the Debtor:
Joseph D. Nohavicka, Esq.
Pardalis & Nohavicka, LLP
950 Third Avenue, 11th Floor
New York, NY 10022
Tel:(718) 777-0400
Email: jdn@pnlawyers.com
About Zhang Medical
New York-based Zhang Medical P.C. specializes in low and no-drug
infertility solutions that help women conceive with minimal
invasiveness. It conducts business under the name New Hope
Fertility Clinic.
Zhang Medical filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April
30, 2023, with $1 million to $10 million in both assets and
liabilities. Eric Huebscher has been appointed as Subchapter V
trustee.
Judge Philip Bentley oversees the case.
Joseph D. Nohavicka, Esq., at Pardalis & Nohavicka, LLP is the
Debtor's counsel.
[^] BOND PRICING: For the Week from July 1 to August 4, 2023
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
99 Escrow Issuer Inc NDN 7.500 39.282 1/15/2026
99 Escrow Issuer Inc NDN 7.500 39.336 1/15/2026
99 Escrow Issuer Inc NDN 7.500 39.373 1/15/2026
AMC Entertainment
Holdings Inc AMC 5.750 58.233 6/15/2025
Acorda Therapeutics Inc ACOR 6.000 64.709 12/1/2024
Air Methods Corp AIRM 8.000 1.080 5/15/2025
Air Methods Corp AIRM 8.000 1.276 5/15/2025
AmTrust Financial
Services Inc AFSI 6.125 98.659 8/15/2023
Amyris Inc AMRS 1.500 17.250 11/15/2026
Audacy Capital Corp CBSR 6.750 1.840 3/31/2029
Audacy Capital Corp CBSR 6.500 1.263 5/1/2027
Audacy Capital Corp CBSR 6.750 1.921 3/31/2029
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bank of America Corp BAC 6.680 99.361 8/15/2023
Bed Bath & Beyond Inc BBBY 5.165 1.260 8/1/2044
Bed Bath & Beyond Inc BBBY 4.915 1.000 8/1/2034
Biora Therapeutics Inc BIOR 7.250 54.909 12/1/2025
Boingo Wireless Inc WIFI 1.000 93.125 10/1/2023
Brixmor LLC BRX 6.900 9.875 2/15/2028
CalAtlantic Group LLC CAA 5.875 99.356 11/15/2024
Citigroup Global
Markets Holdings
Inc/United State C 6.050 95.462 9/28/2023
Citigroup Inc C 4.069 97.420 8/30/2023
Clovis Oncology Inc CLVS 1.250 11.256 5/1/2025
Clovis Oncology Inc CLVS 4.500 12.023 8/1/2024
Clovis Oncology Inc CLVS 4.500 10.086 8/1/2024
Curo Group Holdings Corp CURO 7.500 32.344 8/1/2028
Curo Group Holdings Corp CURO 7.500 22.907 8/1/2028
Diamond Sports
Group LLC / Diamond
Sports Finance DSPORT 6.625 3.000 8/15/2027
Diamond Sports
Group LLC / Diamond
Sports Finance DSPORT 5.375 3.750 8/15/2026
Diamond Sports
Group LLC / Diamond
Sports Finance DSPORT 5.375 2.852 8/15/2026
Diamond Sports
Group LLC / Diamond
Sports Finance DSPORT 6.625 2.000 8/15/2027
Diamond Sports
Group LLC / Diamond
Sports Finance DSPORT 5.375 2.931 8/15/2026
Diamond Sports
Group LLC / Diamond
Sports Finance DSPORT 5.375 2.852 8/15/2026
Diamond Sports
Group LLC / Diamond
Sports Finance DSPORT 5.375 2.563 8/15/2026
Diebold Nixdorf Inc DBD 9.375 18.750 7/15/2025
Diebold Nixdorf Inc DBD 8.500 2.125 10/15/2026
Diebold Nixdorf Inc DBD 9.375 19.000 7/15/2025
Diebold Nixdorf Inc DBD 8.500 3.750 10/15/2026
Diebold Nixdorf Inc DBD 9.375 18.505 7/15/2025
Diebold Nixdorf Inc DBD 9.375 18.505 7/15/2025
Diebold Nixdorf Inc DBD 8.500 1.606 10/15/2026
Diebold Nixdorf Inc DBD 9.375 18.905 7/15/2025
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 5.000 1/15/2023
Energy Conversion
Devices Inc ENER 3.000 0.551 6/15/2013
Envision Healthcare Corp EVHC 8.750 3.000 10/15/2026
Envision Healthcare Corp EVHC 8.750 2.808 10/15/2026
Esperion Therapeutics Inc ESPR 4.000 59.000 11/15/2025
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 10.647 7/15/2026
Exela Intermediate
LLC / Exela
Finance Inc EXLINT 11.500 11.833 7/15/2026
Federal Farm Credit
Banks Funding Corp FFCB 3.125 99.783 8/8/2023
Federal Farm Credit
Banks Funding Corp FFCB 3.150 99.643 8/8/2023
Federal Home Loan
Mortgage Corp FHLMC 5.000 99.370 8/8/2025
First Republic Bank/CA FRCB 4.375 0.338 8/1/2046
First Republic Bank/CA FRCB 4.625 0.993 2/13/2047
GNC Holdings Inc GNC 1.500 0.418 8/15/2020
Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022
Groupon Inc GRPN 1.125 40.250 3/15/2026
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 39.663 6/1/2026
H-Food Holdings LLC /
Hearthside
Finance Co Inc HEFOSO 8.500 39.530 6/1/2026
Hallmark Financial
Services Inc HALL 6.250 23.388 8/15/2029
Inseego Corp INSG 3.250 41.250 5/1/2025
Invacare Corp IVC 4.250 3.993 3/15/2026
JPMorgan Chase & Co JPM 2.000 87.411 8/20/2031
JPMorgan Chase & Co JPM 4.087 96.778 8/30/2023
JPMorgan Chase & Co JPM 5.000 98.465 8/18/2023
JPMorgan Chase Bank NA JPM 2.000 82.507 9/10/2031
Lannett Co Inc LCIN 7.750 5.500 4/15/2026
Lannett Co Inc LCIN 4.500 1.298 10/1/2026
Lannett Co Inc LCIN 7.750 5.375 4/15/2026
Lightning eMotors Inc ZEV 7.500 52.735 5/15/2024
MBIA Insurance Corp MBI 16.830 3.000 1/15/2033
MBIA Insurance Corp MBI 16.892 3.000 1/15/2033
Macquarie
Infrastructure
Holdings LLC MIC 2.000 97.506 10/1/2023
Macy's Retail Holdings M 6.900 86.336 1/15/2032
Macy's Retail Holdings M 7.875 95.595 3/1/2030
Macy's Retail Holdings M 7.875 95.595 3/1/2030
Mashantucket Western
Pequot Tribe MASHTU 7.350 41.250 7/1/2026
Morgan Stanley MS 6.930 99.317 8/12/2023
Morgan Stanley MS 1.800 72.007 8/27/2036
Morgan Stanley Finance MS 12.100 21.210 11/24/2023
NOA Bancorp Inc NOABAN 6.700 93.070 11/1/2028
NOA Bancorp Inc NOABAN 6.700 93.070 11/1/2028
National CineMedia LLC NATCIN 5.875 28.750 4/15/2028
National CineMedia LLC NATCIN 5.750 4.750 8/15/2026
National CineMedia LLC NATCIN 5.875 34.395 4/15/2028
OMX Timber Finance
Investments II LLC OMX 5.540 0.850 1/29/2020
Party City Holdings Inc PRTY 8.750 14.750 2/15/2026
Party City Holdings Inc PRTY 10.821 13.711 7/15/2025
Party City Holdings Inc PRTY 6.625 0.722 8/1/2026
Party City Holdings Inc PRTY 8.750 14.500 2/15/2026
Party City Holdings Inc PRTY 6.625 0.722 8/1/2026
Party City Holdings Inc PRTY 10.821 13.711 7/15/2025
PeoplesBancorp MHC PEOPBC 5.375 89.914 11/15/2028
PeoplesBancorp MHC PEOPBC 5.375 89.914 11/15/2028
Photo Holdings
Merger Sub Inc SFLY 8.500 46.000 10/1/2026
Photo Holdings
Merger Sub Inc SFLY 8.500 47.782 10/1/2026
Rackspace Technology
Global Inc RAX 5.375 27.499 12/1/2028
Radiology Partners Inc RADPAR 9.250 37.246 2/1/2028
Radiology Partners Inc RADPAR 9.250 38.696 2/1/2028
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Rite Aid Corp RAD 7.500 57.608 7/1/2025
Rite Aid Corp RAD 7.500 57.922 7/1/2025
Rite Aid Corp RAD 6.875 20.358 12/15/2028
Rite Aid Corp RAD 7.700 22.822 2/15/2027
Rite Aid Corp RAD 6.875 20.358 12/15/2028
RumbleON Inc RMBL 6.750 44.184 1/1/2025
SBL Holdings Inc SECBEN 7.000 66.400 N/A
SBL Holdings Inc SECBEN 7.000 62.625 N/A
SVB Financial Group SIVB 4.100 6.001 N/A
SVB Financial Group SIVB 4.000 6.813 N/A
SVB Financial Group SIVB 4.700 6.003 N/A
SVB Financial Group SIVB 4.250 7.000 N/A
Shift Technologies Inc SFT 4.750 10.125 5/15/2026
Signature
Bank/New York NY SBNY 4.000 2.000 10/15/2030
Signature
Bank/New York NY SBNY 4.125 1.500 11/1/2029
Talen Energy Supply LLC TLN 6.500 30.715 6/1/2025
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 6.500 26.875 9/15/2024
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 6.500 26.875 9/15/2024
Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026
Talen Energy Supply LLC TLN 7.000 26.875 10/15/2027
Team Health Holdings Inc TMH 6.375 50.592 2/1/2025
Team Health Holdings Inc TMH 6.375 50.746 2/1/2025
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Tricida Inc TCDA 3.500 10.800 5/15/2027
US Renal Care Inc USRENA 10.625 34.991 7/15/2027
US Renal Care Inc USRENA 10.625 25.575 7/15/2027
UpHealth Inc UPH 6.250 37.054 6/15/2026
WeWork Cos Inc WEWORK 7.875 33.907 5/1/2025
WeWork Cos Inc WEWORK 7.875 33.435 5/1/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 40.500 7/10/2025
WeWork Cos LLC /
WW Co-Obligor Inc WEWORK 5.000 40.250 7/10/2025
Wesco Aircraft Holdings WAIR 9.000 9.500 11/15/2026
Wesco Aircraft Holdings WAIR 13.125 7.750 11/15/2027
Wesco Aircraft Holdings WAIR 8.500 4.000 11/15/2024
Wesco Aircraft Holdings WAIR 13.125 4.517 11/15/2027
Wesco Aircraft Holdings WAIR 9.000 10.609 11/15/2026
Wesco Aircraft Holdings WAIR 8.500 5.786 11/15/2024
Zions Bancorp NA ZION 7.200 84.000 N/A
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
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
publication in any form (including e-mail forwarding, electronic
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
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
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