/raid1/www/Hosts/bankrupt/TCR_Public/230810.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, August 10, 2023, Vol. 27, No. 221
Headlines
1457 REALTY: Case Summary & Five Unsecured Creditors
20205WY-01 LLC: Unsecured Owed $8.8K to Get Remaining Proceeds
AEMETIS INC: Dependence on Lender Raises Going Concern Doubt
AEROCISION PARENT: $12.5MM Citizens Bank DIP Loan Has Interim OK
AEROFARMS INC: Second $10 Million Chapter 11 Loan Approved
AJC MEDICAL: Ordered to File Plan on or Before Oct. 26
ALPINE 4 HOLDINGS: Settles Litigation With Alan Martin
AMERICANN INC: Maturity of $4.5M Loan Extended to Dec. 2023
AMYRIS INC: Case Summary & 30 Largest Unsecured Creditors
ARTESIA SPRINGS: Taps Law Offices of William B. Kingman as Counsel
BED BATH & BEYOND: Sept. 12 Hearing on Plan and Disclosures
BISHOP OF OAKLAND: Committee Taps Burns Bair as Insurance Counsel
BITNILE METAVERSE: Jim Galla Quits as Chief Accounting Officer
BLOCKFI INC: Sept. 26 Hearing on Disclosures and Plan
BLUE STAR: Juan Carlos Dalto Resigns as Director
BURTS CONSTRUCTION: Court Confirms Liquidating Plan
CANDY CLUB: $2MM Industrial Funding DIP Loan Wins Interim OK
CANOO INC: Signs $28 Million Purchase Agreement With YA II PN
CELSIUS NETWORK: Alex Mashinsky to Face Civil Fraud Suit in N.Y.
CELSIUS NETWORK: Unsecureds Owed $50M to Get 37% to 68%
CHOYDA INC: Taps Law Offices of E. Vincent Wood as Counsel
CLEAR CHANNEL: S&P Rates New $500MM Senior Secured Notes 'B'
CNG HOLDINGS: Nears Debt Maturity Extension Deal
COOPER-STANDARD: Incurs $27.8 Million Net Loss in Second Quarter
CREATIVE REALITIES: Incurs $1.4 Million Net Loss in Second Quarter
CUSHMAN & WAKEFIELD: S&P Rates New $500MM Sr. Secured Notes 'BB'
DIEBOLD NIXDORF: CLO Leiken to Leave After Chapter 11 Exit
DIOCESE OF NORWICH: Chapter 11 Plan to Pursue Past Insurers
DURO LEGACY: Case Summary & 16 Unsecured Creditors
ENVISION HEALTHCARE: Court Approves AmSurg and EVPS Disclosures
ENVISION HEALTHCARE: Court OKs Plan Confirmation for September
ENVISION HEALTHCARE: Unsecureds Get $1.5M or 100% in AmSurg Plan
ENVISION HEALTHCARE: Unsecureds to Get Less Than 1% in EVPS Plan
FOUR SEASONS: S&P Upgrades ICR to 'BB+', Outlook Stable
FR BR HOLDINGS: S&P Lowers ICR to 'CCC-' on Refinancing Risk
G&S FAMILY: Michelle Steele Named Subchapter V Trustee
GENESIS GLOBAL: DGC Probe Probe Grows as NYAG Seeks Info
IBIO INC: Signs $10M Stock Purchase Agreement With Lincoln Park
IDEANOMICS INC: Raises Going Concern Doubt as Cash Crunch Looms
J & D RESTAURANT: Jody Corrales Named Subchapter V Trustee
JJB DC: Seeks $13.5MM DIP Loan from White Oak
LA FAMILIA PRIMARY: Seeks to Hire Slingshot LLC as Legal Counsel
MDWERKS INC: Posts $70K Net Loss in Second Quarter
METHANEX CORP: S&P Alters Outlook to Positive, Affirms 'BB' ICR
MID-KANSAS REAL: Taps Hinkle Law Firm as Bankruptcy Counsel
NATURE COAST: Seacoast Says Plan Patently Unconfirmable
NXT ENERGY: All Five Proposals Passed at Annual Meeting
ORLANDO RESERVOIR: Taps Buechler Law Office as Bankruptcy Counsel
PARAMETRIC SOLUTIONS: Files for Chapter 11 Bankruptcy
PARKCHESTER ORAL: Taps Weinberg Gross & Pergament as Legal Counsel
PARTY CITY: In Talks With Creditors on Splitting Balloon Business
PEAK SERUM: Sept. 26 Hearing on Disclosure Statement
PENNSYLVANIA REIT: Has Going Concern Doubt as Debt Maturities Loom
PENNSYLVANIA REIT: Incurs $45.6 Million Net Loss in Second Quarter
PURDUE PHARMA: Wants Chapter 11 Challenge Rejected
RANDAZZO'S CLAM: Unsecureds Owed $254K to Get $50K
RAPID METALS: Committee Seeks to Hire Bernstein-Burkley as Counsel
RUTHERFORD ENTERPRISES: Taps Sanders, Holloway & Ryan as Accountant
SANCHEZ ENERGY: Unsecured Creditors Got Majority Stake
SANTA CLARITA LLC: Sept. 19 Hearing on Disclosure Statement
SAVANNAH CAPITAL: Unsecureds Will be Paid 100% of Its Claims
SECURED COMMUNICATIONS: $550,000 DIP Loan Wins Interim OK
SERENE DISTRICT: Seeks to Hire Eric A. Liepins as Legal Counsel
SIANA OIL & GAS: Taps Baker & Associates as Legal Counsel
SILVERADO STREET: Unsecureds to Get 5.62% Under Plan
SOUND INPATIENT PHYSICIANS: Taps PJT Partners for Debt Advice
SOUTHEASTHEALTH, MO: S&P Affirms 'BB-' Long-Term Rev. Bond Rating
SRP CAPITAL: Taps Preferred Realty Services to Sell N.J. Property
SURGALIGN HOLDINGS: Seeks to Hire PwC as Tax Services Provider
SURGALIGN HOLDINGS: Taps Alvarez & Marsal as Investment Banker
SURGALIGN HOLDINGS: Taps Jackson Walker as Local Counsel
SURGALIGN HOLDINGS: Taps White & Case as Bankruptcy Counsel
SVB FINANCIAL: Fintech Clearco Loan Purchased by Venture Backers
TDS/US CELLULAR: S&P Places 'BB' ICR on CreditWatch Negative
TOLIAO IOROI: Mark Sharf Named Subchapter V Trustee
TPT GLOBAL: Has Deal to Acquire 100% Control of Fiber Optic Firm
ULTRA SEAL: UST Says Disclosures Inadequate
VANTAGE DRILLING: Appoints Rafael Blattner as CFO
WINC INC: Unsecureds Support Confirmation of Plan
YELLOW CORP: S&P Downgrades ICR to 'D' on Bankruptcy Filing
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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1457 REALTY: Case Summary & Five Unsecured Creditors
----------------------------------------------------
Debtor: 1457 Realty LLC
5808 13th Ave
Brooklyn, NY 11219
Case No.: 23-42852
Business Description: The Debtor owns real estate located at
1457 58th Street Brooklyn, NY valued at
$2.2 million.
Chapter 11 Petition Date: August 9, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Avrum J. Rosen, Esq.
LAW OFFICES OF AVRUM J. ROSEN, PLLC
38 New St
Huntington, NY 11743-3327
Tel: 631-423-8527
Fax: 631-423-4536
Email: arosen@ajrlawny.com
Total Assets: $2,204,475
Total Liabilities: $2,523,347
The petition was signed by Jacob Tauber as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/X44PQNY/1457_Realty_LLC__nyebke-23-42852__0001.0.pdf?mcid=tGE4TAMA
20205WY-01 LLC: Unsecured Owed $8.8K to Get Remaining Proceeds
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20205WY-01, LLC, submitted a Chapter 11 Plan of Liquidation dated
August 2, 2023.
The Plan is a liquidating plan. Allowed claims will be paid in
full through the sale of the Debtor's single asset, a piece of real
property located at 743 Hilldale Avenue, Berkeley, California 94705
("Property"). The sale proceeds will be distributed in accordance
with the priority scheme set forth in the Bankruptcy Code.
The effective date of the Plan will be the later of: (1) the close
of the sale of the Property, or (2) the first Business Day that is
at least 15 days after the entry of an order confirming the Plan,
provided there has been no order staying the effectiveness of the
Plan Confirmation Order.
Under the Plan, Class 5 General Unsecured Claims total $8,832. To
the extent there are funds available from the sale of the Property,
the Class 5 Claims will be paid in full on the Effective Date.
Alternatively, the Class 5 Claims will receive, in full and final
satisfaction of such claim, a pro rata share of the remaining
proceeds. The Debtor believes that the sale proceeds will be
sufficient to pay the Class 5 Claims. Class 5 is impaired.
The distributions required to be made under the Plan will be funded
by the sale of the Property. The Debtor's broker has estimated
that the Property is worth approximately $1,400,000 "as is" and
$1,650,000 once completed. It is currently being marketed at
$1,500,000. If sold at $1,500,000, after closing costs, the Debtor
should have $1,380,000 in proceeds and thus will have sufficient
funds to pay all Allowed Claims in full and there will be a surplus
for interest holders.
The hearing where the Court will determine whether to confirm the
Plan will take place on Sept. 6, 2023, at 10:30 a.m., before the
Honorable William Lafferty, United States Bankruptcy Judge for the
Northern District of California, in Courtroom 220, located at 1300
Clay Street, Oakland, California 94612 or via Zoom. Objections to
the confirmation of the Plan must be filed with the Court and
served upon counsel for the Debtor so as to be received on Aug. 30,
2023. The ballot must be received by Aug. 30, 2023, PST, or it
will not be counted.
Attorneys for the Debtor:
David M. Goodrich, Esq.
Beth E. Gaschen, Esq.
GOLDEN GOODRICH LLP
650 Town Center Drive, Suite 600
Costa Mesa, CA 92626
Telephone: (714) 966-1000
Facsimile: (714) 966-1002
E-mail: dgoodrich@go2.law
bgaschen@go2.law
A copy of the Disclosure Statement dated August 2, 2023, is
available at bit.ly/3DNMdWt from PacerMonitor.com.
About 20205WY-01, LLC
20205WY-01, LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). It owns in fee simple title a property
located at 743 Hilldale Avenue Berkeley, California valued at $1.6
million.
20205WY-01, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
24-40185) on Feb. 20, 2023. The petition was signed by Victoria
Haas as member. At the time of filing, the Debtor estimated
$1,600,065 in assets and $1,103,433 in liabilities.
David M. Goodrich, Esq., at GOLDEN GOODRICH LLP, represents the
Debtor.
AEMETIS INC: Dependence on Lender Raises Going Concern Doubt
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Aemetis, Inc., disclosed in a Form 10-Q Report filed with the
Securities and Exchange Commission for the quarterly period ended
June 30, 2023, that the Company's dependence on its senior lender
raises substantial doubt about its ability to continue as a going
concern.
Aemetis explained that as a result of negative capital, negative
market conditions resulting in prolonged idling of its Keyes Plant,
negative operating results, and collateralization of substantially
all of the company assets, the Company has been reliant on its
senior secured lender to provide additional funding and has been
required to remit substantially all excess cash from operations to
the senior secured lender. In order to meet its obligations during
the next 12 months, the Company will need to either refinance its
debt or receive the continued cooperation of its senior lender.
The Company plans to pursue these strategies to improve the course
of the business.
The Company said, "For the Keyes Plant, we restarted the plant
during the second quarter after completing an extended maintenance
cycle and accelerating the implementation of several important
ethanol plant energy efficiency upgrades. We plan to operate the
plant and continue to improve its financial performance by
completing the existing upgrades and adopting new technologies or
process changes that allow for energy efficiency, cost reduction or
revenue enhancements, as well as, executing upon awarded grants
that improve energy and operational efficiencies resulting in lower
cost, lower carbon demands and overall margin improvement."
"For Aemetis Biogas we plan to operate the biogas digesters to
capture and monetize biogas as well as continue to build new dairy
digesters and extend the existing pipeline in order to capture the
higher carbon credits available in California. Funding for
continued construction is based upon obtaining government
guaranteed loans and executing on existing and new state grant
programs.
"For the Riverbank project, we plan to raise the funds necessary to
construct and operate the Carbon Zero plant in Riverbank, CA using
loan guarantees and public financings based upon the licensed
technology that generate federal and state carbon credits available
for ultra-low carbon fuels utilizing lower cost, non-food advanced
feedstocks to significantly increase margins.
"For all facilities in the United States, we plan to utilize the
provision of the Inflation Reduction Act of 2022 by qualifying for
renewable energy credits, whether in the form of an Investment Tax
Credit, Producers Tax Credit or other credits and monetize the
credits using the provisions of this congressional act.
"For the Kakinada Plant, we plan to continue to develop sales
channels for domestic products as the costs of feedstock normalize
against the price of diesel, as recently announced governmental
incentives take effect to promote the blending of biodiesel, and as
feedstocks such as refined animal tallow are used domestically and
exported. Additionally, we are in the process of obtaining approval
to export refined animal tallow and biodiesel produced using animal
tallow into international markets as the use of refined animal
tallow received approval from the Pollution Control Board of India
for production of biodiesel. The repatriation of funds from India
to the parent company in the U.S. is reliant on favorable
governmental approvals."
The Company also disclosed that it plans to continue to locate
funding for existing and new business opportunities through a
combination of working with its senior lender, restructuring
existing loan agreements, selling bonds in the taxable and
tax-exempt markets, selling equity through the ATM and otherwise,
selling the current EB-5 Phase II offering, or by vendor financing
arrangements.
On July 1, 2023, the maturity date of the Company's Subordinated
Notes with two accredited investors was extended to the earlier of
(i) December 31, 2023; (ii) completion of an equity financing by
AAFK or Aemetis in an amount of not less than $25.0 million; or
(iii) after the occurrence of an Event of Default (as defined in
the Note and Warrant Purchase Agreements), including failure to pay
interest or principal when due and breaches of note covenants. A
10% cash extension fee was paid previously in connection with
extending the maturity date of Subordinated Notes by adding the fee
to the balance of the new note and granting warrants to purchase
113,000 shares of common stock were granted with a term of two
years and an exercise price of $0.01 per share.
On July 28, 2023, the Company entered into a Construction and Term
Loan Agreement with Magnolia Bank, Incorporated. Pursuant to the
AB2 Loan, the lender has made available an aggregate principal
amount not to exceed $25 million. The loan is secured by all
personal property collateral and real property collateral of the
Aemetis Biogas 2 LLC. The loan bears interest at a rate of 8.75%
per annum, to be adjusted every five years thereafter to equal the
five-year Treasury Constant Maturity Rate, as published by the
Board of Governors of the Federal Reserve System as of the
adjustment date, plus 5.00%. Other material terms of the Loan
include: (i) payments of interest only to be paid in monthly
installments beginning August 15, 2023, (ii) payments of equal
combined monthly installments of principal and interest beginning
on August 15, 2025, and (iii) a maturity date of July 28, 2043, at
which time the entire unpaid principal amount, together with
accrued and unpaid interest thereon, shall become due and payable.
The AB2 Term Loan contains certain financial covenants to be
measured as of the last day of each fiscal year beginning fiscal
year end 2024, and annually for the term of the loan. The AB2 Loan
Agreement also contains other affirmative and negative covenants,
representations and warranties and events of default customary for
loan agreements of this nature.
On August 1, 2023, Third Eye Capital agreed to the Amendment and
Waiver No. 2 to Credit Agreement to: (i) approve a special advance
of $2.3 million, which will constitute an overadvance, in order to
pay and satisfy outstanding fees and obligations under the Credit
Agreement; provided, that, such overadvance and prior outstanding
overadvances under the Credit Agreement are repaid by the earlier
of August 31, 2023 and an occurrence of certain mandatory repayment
event; (ii) waive certain interest payment and fee violations under
the Credit Agreement; and (iii) waive certain working capital
violations and amend the related financial covenants in the Credit
Agreement. As a consideration for such consents and waivers, the
borrowers agreed to pay Third Eye Capital an amendment and waiver
fee of $100,000.
For the three months ended June 30, 2023, the Company reported a
net loss of $25,279,000 compared to a net loss of $209,000 for the
same period in 2022. For the six months ended June 30, 2023, the
Company posted $51,689,000 in net loss compared to a net loss of
$18,503,000 for the first half of 2022.
About Aemetis, Inc.
Cupertino, Calif.-based Aemetis, Inc., is an international
renewable natural gas and renewable fuels company focused on the
acquisition, development and commercialization of innovative
negative carbon intensity products and technologies that replace
traditional petroleum-based products.
At June 30, 2023, the Company had $212,585,000 in total assets and
$451,522,000 in total liabilities.
AEROCISION PARENT: $12.5MM Citizens Bank DIP Loan Has Interim OK
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AeroCision Parent, LLC and affiliates to use cash collateral and
obtain postpetition financing, on an interim basis.
The DIP financing consists of a non-amortizing super-priority
senior secured delayed-draw term loan facility in an aggregate
principal amount not to exceed $12.5 million to be provided by a
lending consortium led by Citizens Bank, N.A. as administrative
agent. The lenders are Ally Bank, Citizens Bank, N.A., Channel
Funding, LLC, and Siemens Financial Services, Inc.
The Debtors are permitted to obtain an aggregate principal amount
of $8.5 million at any one time outstanding. The remaining balance
will be available upon entry of the Final Order.
The DIP loan is due and payable through the earlier to occur of (a)
September 25, 2023, the date that is 60 days after the Petition
Date, as such date may be extended (no more than one time) pursuant
to and in accordance with Section 2.17 of the DIP Credit Agreement
and (b) the Termination Date for any reason whatsoever.
The "Termination Date" means the earliest of:
(a) the date that is 30 days after the date upon which the
Proposed Interim Order is entered, unless the Final Order Entry
Date has occurred on or prior to such date;
(b) the date of consummation of any transaction pursuant to
which all or substantially all of the Loan Parties' property and
assets are sold, transferred or otherwise disposed of (including
pursuant to 11 U.S.C. section 363);
(c) the Chapter 11 Plan Effective Date;
(d) the dismissal of any Chapter 11 Case or the conversion of
any Chapter 11 Case from a case under chapter 11 of the Bankruptcy
Code to a case under chapter 7 of the Bankruptcy Code;
(e) the date on which (x) is so elected by the Administrative
Agent (by written notice to the Loan Party Representative) as a
result of the occurrence and during the continuance of an Event of
Default or (y) the Obligations are accelerated or otherwise
declared (or become) due and payable in accordance with the terms
of the Agreement (whether automatically, or upon any Event of
Default or as otherwise provided thereunder) or the Financing
Order;
(f) the appointment of any Statutory Committee; or
(g) the Maturity Date will occur.
The Debtors are required to comply with these milestones:
a. On or before the date that is three days after the Petition
Date, the Bankruptcy Court will have entered the Interim Financing
Order;
b. On or before the date that is three days after the Petition
Date, the Loan Parties will have filed the Acceptable Chapter 11
Plan and related disclosure statement, each in form and substance
reasonably acceptable to the Administrative Agent;
c. On or before the date that is 45 days after the Petition
Date, the Bankruptcy Court will have conducted a joint hearing on
confirmation of the Acceptable Chapter 11 Plan and approval of the
disclosure statement;
d. On or before the date that is three days after of the
conclusion of the Confirmation Hearing, the Bankruptcy Court will
have entered a Chapter 11 Order confirming the Acceptable Chapter
11 Plan and approving the related disclosure statement;
e. As soon as practicable, but in any event, no later than the
date that is seven days following the date upon which the
Confirmation Order is entered, the Loan Parties will have filed a
notice declaring that the occurrence of the Chapter 11 Plan
Effective Date; and
f. On or before the date that is 30 days following entry of
the Interim Financing Order, the Bankruptcy Court will have entered
the Final Financing Order.
As of the Petition Date, the Debtors had outstanding secured debt
to various lenders pursuant to the Credit Agreement dated as of
November 5, 2019, by and among (a) Bromford Industries Ltd.,
AeroCision, LLC, Numet Machining Techniques, LLC; (b) Bromford
Intermediate Holdings, Ltd., Bromford Midco Limited, AeroCision
Parent, LLC, Bromford Group Limited; (c) Citizens Bank, N.A., as
administrative agent and collateral agent for its own benefit and
the benefit of the other "Secured Parties"; and (d) the Lenders
from time to time party thereto. As of the Petition Date, the
aggregate outstanding principal amount owed by the Debtors under
the Prepetition First Lien Credit Documents was not less than
$97.224 million.
As of the Petition Date, the Debtors had outstanding secured debt
to various lenders pursuant to a Superpriority Lien Credit
Agreement dated as of May 12, 2021, by and among (a) the US
Borrowers, as borrowers; (b) Parent, UK Parent, and US Holdings, as
guarantors; (c) Citizens Bank, N.A., as administrative agent and
collateral agent for its own benefit and the benefit of the other
"Secured Parties"; and (d) the Lenders from time to time party
thereto. As of the Petition Date, the aggregate outstanding
principal amount owed by the Debtors under the Prepetition
Superpriority Lien Documents was not less than $3.8.
As of the Petition Date, the Debtors had outstanding secured debt
to various lenders pursuant to the Second Lien Credit Agreement
dated as of November 5, 2019, by and among (a) the Prepetition
First Lien Loan Parties; and (b) Stellus Capital Investment
Corporation, as administrative agent and sole lender. As of the
Petition Date, the aggregate outstanding principal amount owed by
the Debtors under the Prepetition Second Lien Credit Documents was
not less than $26.250 million.
The Debtors require the use of cash collateral and the DIP loan to
finance their operations, maintain business relationships, pay
their employees, protect the value of their assets.
As adequate protection, the Secured Lenders are granted valid and
perfected replacement and additional security interests in, and
liens on all of the Debtors' right, title and interest in, to and
under all Collateral.
The Adequate Protection Liens granted to the Prepetition Agents
will secure the respective Prepetition Secured Obligations to the
extent of any Diminution in Value. The Adequate Protection Liens
will be (x) valid, binding enforceable and fully perfected, (y)
subordinate and subject only to (i) the DIP Liens, (ii) the
Prepetition Permitted Liens and (iii) the DIP Carve-Out, and (z) in
all instances, subject to the Intercreditor Agreement.
As further adequate protection of the interests of the Prepetition
Agents and the other Prepetition Secured Creditors with respect to
the respective Prepetition Secured Obligations, each of the
Prepetition Agents is granted an allowed administrative claim
against the Debtors' estates under 11 U.S.C. section 503, with
priority over all administrative expense claims and unsecured
claims against the Debtors and their estates as provided for by 11
U.S.C. section 507(b), to the extent that the Adequate Protection
Liens do not adequately protect against any Diminution in Value of
the Prepetition Agents' respective interests in the Prepetition
Collateral.
The DIP Carve-Out means: (i) all fees required to be paid to the
Clerk of the Court and to the U.S. Trustee under 28 U.S.C. section
1930(a) plus interest at the statutory rate; (ii) all reasonable
fees and expenses up to $25,000 incurred by a trustee under section
726(b) of the Bankruptcy Code; (iii) amounts deposited into the
Professional Fees Account at any time before or on the first
business day following delivery by the DIP Agent of a Carve-Out
Trigger Notice, whether allowed by the Court prior to or after
delivery of a Carve-Out Trigger Notice; and (iv) Allowed
Professional Fees of the Debtor Professionals in an aggregate
amount not to exceed $1 million incurred after the first business
day following the date of delivery by the DIP Agent of the
Carve-Out Trigger Notice, to the extent allowed at any time,
whether by interim order, procedural order, or otherwise; provided,
that under no circumstances will any success, completion, or
similar fees be paid from the DIP Carve-Out following delivery of a
Trigger Notice unless such fee was earned and payable prior to the
Trigger Date; provided, further that nothing will be construed to
impair the ability of any party to object to the fees, expenses,
reimbursement or compensation described in the Carve-Out Cap on any
other grounds.
A final hearing on the matter is set for August 22, 2023 at 1 p.m.
A copy of the order is available at https://urlcurt.com/u?l=qcYJq0
from PacerMonitor.com.
About AeroCision Parent, LLC
AeroCision Parent, LLC and affiliates are 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, 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.
The Debtors 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 David Nolletti, chief
restructuring officer, the Debtor disclosed up to $500 million in
both assets and liabilities.
Judge Karen B. Owens oversees the case.
YOUNG CONAWAY STARGATT & TAYLOR, LLP represents the Debtors as
legal counsel, Riveron Consulting, LLC as restructuring advisor,
Jefferies LLC as investment banker, and Epiq Corporate
Restructuring, LLC as notice, claims, solicitation and balloting
agent and administrative advisor.
AEROFARMS INC: Second $10 Million Chapter 11 Loan Approved
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Rick Archer of Law360 reports that New Jersey-based AeroFarms
received permission from a Delaware bankruptcy judge Thursday,
August 3, 2023, to take out another $10 million in Chapter 11
financing to keep the indoor produce-growing venture running until
it can close a sale later this August 2023.
About AeroFarms Inc.
AeroFarms, Inc. is engaged in large-scale commercial indoor
vertical farming, using proprietary aeroponic technology to grow
differentiated leafy greens products while using up to 95 percent
less water and zero pesticides. AeroFarms operates two commercial
farms, which are located in Danville, Virginia and Newark, New
Jersey, where they also have their Company headquarters.
AeroFarms and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10737) on
June 8, 2023. In the petition signed by Guy Blanchard, president
and CEO, the Debtor disclosed up to $500 million in assets and up
to $100 million in liabilities.
Judge Mary F. Walrath oversees the case.
The Debtors tapped DLA Piper LLP (US) as general bankruptcy
counsel, CloudPoint Capital LLC as investment banker, ICR, LLC as
communications and consulting services provider, Omni Agent
Solutions as notice and claims agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Fox Rothschild, LLP.
AJC MEDICAL: Ordered to File Plan on or Before Oct. 26
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Judge Pamela W. McAfee has entered an order that AJC Medical, PLLC,
must file a Plan and Disclosure Statement on or before Oct. 26,
2023.
A status conference pursuant to 11 U.S.C. Sec. 105(d)(1) will be
held on Tuesday, Aug. 15, 2023, at 10:00 a.m. by conference
telephone call. To join the conference call, please dial
1−877−336−1831, and enter the access code 2852289 #.
At the status conference, counsel for the debtor(s) must be
prepared to (1) describe the nature of the debtor(s) business, (2)
describe the reasons for filing the petition, (3) describe the
debtor(s) strategy for reorganization, (4) give an estimate of the
attorney's fees and other professional fees, (5) identify
anticipated significant events in the case, (6) discuss the need
for future status conferences, and (7) identify the court location
or locations most convenient for parties and counsel for
proceedings to be conducted.
AJC Medical, PLLC, sought Chapter 11 protection (Bankr. E.D.N.C.
Case No. 23-02119) on July 28, 2023.
The Debtor's counsel:
Kathleen O'Malley
STEVENS MARTIN VAUGHN & TADYCH PLLC
Tel: 919-582-2300
E-mail: komalley@smvt.com
ALPINE 4 HOLDINGS: Settles Litigation With Alan Martin
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Alpine 4 Holdings, Inc., executed on July 31, 2023, a settlement
agreement regarding a seller's note issued by the Company to Alan
Martin in connection with his sale of Horizon Well Testing, LLC (a
former subsidiary of the Company) to the Company.
In 2020, the Company and Mr. Martin were involved in litigation,
disclosed in the Company's periodic filings, concerning the
Company's purchase of Horizon Well Testing, L.L.C. from Mr. Martin.
The litigation involved claims and defenses asserted by both sides
against one another. After confidential mediation before Honorable
Eileen Willett, United States Magistrate Judge for the United
States District Court for the District of Arizona, the parties
settled their dispute on acceptable terms. On July 31, 2023, the
Company and Mr. Martin entered into the Settlement Agreement, which
was dated as of July 27, 2023, pursuant to which Mr. Martin agreed
to release his claims against the Company in exchange for the
following from the Company: $100,000 payable on or before Aug. 3,
2023; 250,000 shares of the Company's Class A common stock to be
issued immediately; $2,000,000 payable on or before Oct. 31, 2023,
and a $1,800,000 note payable with monthly payments of $75,000
beginning on Dec. 1, 2023, with a final payment of $900,000 payable
on or before Dec. 1, 2024. The Note bears no interest, and the
Company has the right to prepay its obligation under the Note
without penalty.
Additionally, pursuant to the Settlement Agreement, the Company and
Mr. Martin stipulated to the dismissal with prejudice of the claims
of both parties against each other under the 2020 lawsuit.
Further, the parties agreed that if the Company fails to perform
its obligations under the Settlement Agreement, Mr. Martin would be
entitled to file a stipulated motion to set aside the order of
dismissal and have judgment entered in Mr. Martin's favor. Mr.
Martin agreed that any performance by the Company of its
obligations would constitute partial satisfaction of the amount
owed by the Company pursuant to the 2020 lawsuit.
The issuance and sale of the Note and Shares have not been
registered under the Securities Act of 1933 or under any state
securities law and were offered and issued, as applicable, in
reliance upon the exemption from registration requirements of the
Securities Act set forth in Section 4(a)(2) of the Securities Act,
and rules and regulations promulgated thereunder. The Company did
not engage in a general solicitation or advertising regarding the
issuance of the Note or the Shares. Mr. Martin has represented to
the Company his intention to acquire the Note and the Shares for
investment purposes only and not with a view toward their resale,
distribution or other disposition in violation of the Securities
Act or any applicable state securities laws, and appropriate
legends will be affixed to the Note and the Shares.
About Alpine 4
Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of drivers, stabilizers, and
facilitators.
Alpine 4 Holdings reported a net loss of $12.87 million for the
year ended Dec. 31, 2022, compared to a net loss of $19.48 million
for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company
had $145.63 million in total assets, $75.64 million in total
liabilities, and $69.99 million in total stockholders' equity.
Phoenix, Arizona-based RSM US LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 5, 2023, citing that the Company has suffered recurring losses
from operations and recurring negative cash flows from operations.
This raises substantial doubt about the Company's ability to
continue as a going concern.
AMERICANN INC: Maturity of $4.5M Loan Extended to Dec. 2023
-----------------------------------------------------------
Americann, Inc. said in a Form 8-K filed with the Securities and
Exchange Commission that the maturity date of its $4.5 million loan
was extended to Dec. 1, 2023.
Americann borrowed $4,000,000 from an unrelated third party on Aug.
2, 2019. The loan bears interest at the rate of 11% per year, was
due and payable on Aug. 2, 2022 and is secured by a first lien on
Building 1 at the Company's Massachusetts Cannabis Center.
On Dec. 9, 2020 the loan was increased by $500,000 and the maturity
date of the loan was extended to Aug. 1, 2023.
About AmeriCann
Americann, Inc. (OTCQB:ACAN) is a specialized cannabis company that
is developing state-of-the-art product manufacturing and greenhouse
cultivation facilities. Its business plan is based on the
continued growth of the regulated marijuana market in the United
States.
Americann, Inc. reported a net loss of $173,244 for the year ended
Sept. 30, 2022, compared to a net loss of $862,893 for the year
ended Sept. 30, 2021.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
Dec. 29, 2022, citing that the Company has suffered recurring
losses from operations and has an accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.
AMYRIS INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Eight affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
Amyris, Inc. (Lead Case) 23-11131
FKA Amyris Biotechnologies, Inc
5885 Hollis Street
Suite 100
Emeryville, CA 94608
AB Technologies LLC 23-11132
Amyris-Olika, LLC 23-11133
Amyris Clean Beauty, Inc. 23-11134
Amyris Fuels, LLC 23-11136
Aprinnova, LLC 23-11137
Onda Beauty Inc. 23-11138
Upland 1 LLC 23-11139
Business Description: Amyris was founded in 2003 to create a more
stable supply of a key anti-malarial
treatment. Through Amyris' cutting-edge
science, artemisinin is now consistently
available to treat the deadly disease. In
addition, Amyris operates a family of
consumer brands that utilize the Company's
ingredients to meet the growing demand for
sustainable, effective, and accessible
products, including Biossance (clean beauty
skincare), JVN (haircare), Rose Inc. (clean
color cosmetics), Pipette (clean baby
skincare), OLIKA (clean wellness), MenoLabs
healthy living and menopause wellness),
Stripes (menopausal wellness), and 4U by Tia
(a new clean haircare line).
Chapter 11 Petition Date: August 9, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: TBA
Debtors'
Bankruptcy
Counsel: Richard M. Pachulski, Esq.
Debra I. Grassgreen, Esq.
James E. O'Neill, Esq.
Jason H. Rosell, Esq.
Steven W. Golden, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 N. Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Tel: (302) 652-4100
Fax: (302) 652-4400
Email: rpachulski@pszjlaw.com
dgrassgreen@pszjlaw.com
joneill@pszjlaw.com
jrosell@pszjlaw.com
sgolden@pszjlaw.com
Debtors'
Financial
Advisor: PRICEWATERHOUSECOOPERS LLP
Debtors'
Investment
Banker: INTREPID INVESTMENT BANKERS LLC
Debtors'
Corporate
Counsel: FENWICK & WEST, LLP
Debtors'
Claims,
Noticing,
Solicitation
Agent and
Administrative
Advisor: STRETTO, INC.
Total Assets as of March 31, 2023: $679,679,000
Total Debts as of March 31, 2023: $1,327,747,000
The petitions were signed by Han Kieftenbeld as interim chief
executive officer & chief financial officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/LQHEHEY/Amyris_Inc__debke-23-11131__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. U.S. Bank N.A. 1.50% Notes Due $690,000,000
800 Nicollet Mall 2026
Minneapolis, MN 55402
Bradley Scarbrough
Email: bradley.scarbrough@usbank.com
2. Cosan US LLC Settlement $10,800,000
920 Wayland Cir Agreement
Bensalem, PA 19020
Lineu Moran
Tel: 215.245.2042
Email: Lineu.Moran@moovelub.com
3. DB Ventures Limited Trade Payable $7,200,000
33 Great Portland Street
London, W1W 8QG
AR Dept.
Tel: 203.146.8877
Email: accounts@davidbeckham.com
4. EPIC W12 LLC Lease $4,968,584
5th Floor 15 Watts Street Rejection
New York, NY 10013
Tel: 212.257.0147
5. PMG Worldwide, LLC Trade Payable $3,985,884
2845 W. 7th St
Fort Worth, TX 76107
Accounting
Tel: 817.420.9970
Email: accounting@pmg.com
6. Nikko Chemicals Co Ltd Profit $3,900,000
Nihonbashi-Bakurocho 1-4-8 Distribution
Chuo-ku, 13 1030002
Itakhiro; Katohito
Tel: 81.3.3661.1677
Email: itakhiro@nikkolgroup.com;
katohito@nikkolgroup.com;
7. Sartorius Corporation Trade Payable $3,818,648
24918 Network Place
Chicago, IL 60673-1249
Support
Tel: 631.254.4249
Email: support@sartorius.stedim.com
8. Hearst Magazine Media Trade Payable $3,311,007
300 West 57th Street
28th Floor
New York, NY 10019
AR Dept.
Tel: 212.649.3431
Email: ARDeptHSC@hearst.com
9. Cosmetix West Trade Payable $2,909,564
2305 Utah Avenue
El Segundo, CA 90245
C. Mirkovich
Tel: 310.726.3080
Email: cmirkovich@cosmetixwest.com
10. Wiley Companies Trade Payable $2,864,878
PO Box 933322
Cleveland, OH 44193
Joshua Wiley
Tel: 740.622.0755
Email: joshuawiley@organictech.com
11. Park Wynwood LLC Lease $2,743,339
855 Front Street Rejection
San Francisco, CA 94111
Glenn; Jesse; Richard
Tel: 415.310.9059
Email:
glenn@brickandtimbercollective.com;
jesse@brickandtimbercollective.com;
richard.appelbaum@kyl.com
12. Allog Transportes Internacionais Trade Payable $2,215,494
Av. Joao Scaparo Neto,
84, Bloco C,
Campinas, SP 13080-655
Tel: 55.47.32411756
13. Nest-Filler USA Trade Payable $1,958,858
2334 E Valencia Drive
Fullerton, CA 92831
Accounting
Tel: 714.522.7707
Email: accounting@nfbeautygroup.com
14. Global4PL Supply Trade Payable $1,757,970
Chain Services
1525 McCarthy Blvd.
Suite 1008
Milpitas, CA 95035
Sergio Retamal
Tel: 866.475.1120
Email: sergio.retamal@global.4pl.com
15. ADL Biopharma Trade Payable $1,586,149
Km. 1,100 - Edificio Gamma
Alcobendas (Madrid), 28108
Tel: 34.987.895p.800
16. Evonik Corporation Trade Payable $1,529,627
P.O. Box 730363
Dallas, TX 7537
Paul Romesburg
Tel: 707.230.1751
Email: paul.romesburg@evonik.com
17. Microsoft Corporation Trade Payable $1,517,283
6100 Neil Road
Bldg A
Reno, NV 89511
V. Ertr
Email: v.ertr@microsoft.com
18. Palm Beach Holdings 3940, LLC Lease $1,365,708
801 Brickwell Ave Obligation
Suite 900
Miami, FL 33131-2979
Jose Perez
Email: Jose.Perez@colliers.com
19. Todd Shemarya Artists, Inc. Trade Payable $1,325,669
2550 outpost drive
Los Angeles, CA 90068
Josh
Tel: 323.655.3757
Email: josh@shemarya.com
20. Allure Labs, Inc. Trade Payable $1,291,810
30901 Wiegman Rd
Hayward, CA 94544
Sunita
Tel: 510.489.8896
Email: sunita@allurelabs.com
21. Rakuten Marketing Trade Payable $1,288,733
Suite 300
6985 S Union Park Center
Midvale, UT 84047
President; General Counsel
Tel: 646.864.4718
Email: president@mail.rakuten.com;
generalcounsel@rakuten.com
22. Northwest Cosmetic Labs Trade Payable $1,288,014
2105 Boge Ave.
Idaho Falls, ID 83401
AR Dept.
Tel: 208.522.6723
Email: ar@elevationlabs.com
23. Shearman & Sterling LLP Professional $1,263,611
589 Lexington Ave Services
New York, NY 10022
A. Loeffler
Email: ALoeffler@Shearman.com>
24. Outfront Media Trade Payable $1,240,508
2640 NW 17th Ln
Pompano Beach, FL 33064
Sandra Vicente
Tel: 407.274.8381
Email: sandra.vicente@outfront.com
25. ES East, LLC Trade Payable $1,145,204
1120 Nye Street, Suite 400
San Rafael, CA 94901
K. Sawyer; C. Kargl; M. Buttrum
Email:
KSawyer@warehamdevelopment.com;
CKargl@warehamdevelopment.com;
MButtrum@warehamdevelopment.com
26. Gibson, Dunn & Crutcher LLP Professional $1,141,689
333 South Grand Avenue Services
Los Angeles, CA 90071
M. Celio; C. Block
Tel: 213.229.7120
Email: MCelio@gibsondunn.com;
CBlock@gibsondunn.com
27. Workday, Inc. Trade Payable $1,089,362
6110 Stoneridge Mall Road
Pleasanton, CA 94588
Legal Dept.
Tel: 765.509.4592
Email: legal@workday.com
28. Hollis R & D Associates Lease $1,079,806
1120 Nye St Rejection
Suite 400
San Rafael, CA 94901
K. Sawyer; C. Kargl; M. Buttrum
Tel: 415.457.4964
Email:
KSawyer@warehamdevelopment.com;
CKargl@warehamdevelopment.com;
MButtrum@warehamdevelopment.com
29. DSM USA Trade Payable $1,052,904
5750 Martin Luther King Jr Hwy
Greenville, NC 27834
Tel: 252.707.5326:
Email: dnp.sfsc@dsm.com
30. Nippon Surfactant Industries Co., Profit $1,000,000
Ltd (Nissa) Distribution
Nihonbashi-Bakurocho 1-4-8
Chuo-ku
Tokyo, 1030002 JAPAN
Itakhiro; Katohito
Tel: 81.3.3662.0378
Email: itakhiro@nikkolgroup.com;
katohito@nikkolgroup.com
ARTESIA SPRINGS: Taps Law Offices of William B. Kingman as Counsel
------------------------------------------------------------------
Artesia Springs, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ the Law Offices of
William B. Kingman, P.C. as counsel.
The firm's services include:
a. advising the Debtor in matters relating to the
administration of its bankruptcy estate;
b. representing the Debtor in negotiations with creditors and
making appearances before the court and the Office of the U.S.
Trustee;
c. assisting in the preparation of the Debtor's Chapter 11
plan of reorganization, disclosure statement, schedules and
pleadings; and
d. litigating claims which may be brought in the forms of
objections or as adversary proceedings and representing the Debtor
in other matters relating to the administration of its Chapter 11
case.
The firm will be paid at these rates:
William Kingman, Esq. $425 per hour
Paralegals and legal assistants $115 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a pre-bankruptcy retainer in the amount of
$6,768.47.
William Kingman, Esq., a partner at the Law Offices of William B.
Kingman, disclosed in a court filing that his firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
William B. Kingman, Esq.
Law Offices of William B. Kingman, P.C.
3511 Broadway
San Antonio, TX 78209
Tel: (210) 829-1199
Email: bkingman@kingmanlaw.com
About Artesia Springs
Artesia Springs, LLC specializes in providing quality bottled water
for home and office delivery. The company is based in San Antonio,
Texas.
Artesia Springs sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Texas Case No. 23-50779) on June 20,
2023, with as much as $1 million in assets and $1 million to $10
million in liabilities. Rodolfo Ramon, chief executive officer,
signed the petition.
Judge Craig A. Gargotta oversees the case.
William B. Kingman, Esq., at the Law Offices of William B. Kingman,
represents the Debtor as legal counsel.
BED BATH & BEYOND: Sept. 12 Hearing on Plan and Disclosures
-----------------------------------------------------------
Judge Vincent F. Papalia has entered an order conditionally
approving the adequacy of the Disclosure Statement of Bed Bath &
Beyond Inc., et al.
The Plan confirmation timeline is approved (subject to modification
as necessary):
* No later than 14 days prior to the Voting Deadline as the date
by which the Debtors must file the Plan Supplement.
* Sept. 1, 2023, at 4:00 p.m., prevailing Eastern Time as the
deadline by which objections to confirmation of the Plan or final
approval of the adequacy of the Disclosure Statement must be filed
with the Court and served so as to be actually received by the
appropriate notice parties.
* Sept. 1, 2023, at 4:00 p.m., prevailing Eastern Time as the
deadline by which all Ballots and opt-out forms must be properly
executed, completed, and electronically submitted so that they are
actually received by Kroll Restructuring Administration LLC (the
"Notice and Claims Agent").
* Sept. 7, 2023, as the deadline by which the Debtors shall file
their brief in support of confirmation of the Plan.
* Sept. 7, 2023, as the deadline by which replies to objections
to confirmation of the Plan or final approval of the adequacy of
the Disclosure Statement must be filed with the Court.
* Sept. 8, 2023, as the date by which the report tabulating the
voting on the Plan must be filed with the Court.
* Sept. 12, 2023, 2:30 p.m., prevailing Eastern Time as the date
of the hearing at which the Court will consider confirmation of the
Plan and final approval of the Disclosure Statement.
Bed Bath & Beyond Inc., et al., submitted an Amended Joint Chapter
11 Plan and an Amended Disclosure Statement. A copy of the Order
dated August 2, 2023, is available at bit.ly/3KnnsEv from
PacerMonitor.com.
Co-Counsel for the Debtors:
Joshua A. Sussberg, Esq.
Emily E. Geier, Esq.
Derek I. Hunter, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: joshua.sussberg@kirkland.com
emily.geier@kirkland.com
derek.hunter@kirkland.com
- and -
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
Telephone: (201) 489-3000
E-mail: 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.
BISHOP OF OAKLAND: Committee Taps Burns Bair as Insurance Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 case of The Roman Catholic Bishop of Oakland seeks
approval from the U.S. Bankruptcy Court for the Northern District
of California to employ Burns Bair, LLP as special insurance
counsel.
The firm will render these services:
(a) analyze, investigate, and assess the availability of
coverage under the Debtor's insurances policies;
(b) represent the committee in the adversary proceeding the
Debtor filed against its insurers, Adv. Pro. No. 23-04028, The
Roman Catholic Bishop of Oakland v. Pacific Indemnity, et. al;
(c) engage in potential mediation and/or other resolution of
the claims, demands, and/or lawsuits related to the Debtor's
insurance policies;
(d) advise, negotiate, and advocate on behalf of the committee
with respect to the Debtor's insurance policies; and
(e) provide related advice and assistance to the committee as
necessary.
The hourly rates of the firm's professionals are as follows:
Partners $900 - $1,120
Associates $550
Paraprofessionals $340
In addition, the firm will seek reimbursement for expenses
incurred.
Timothy Burns, Esq., a partner at Burns Bair, provided the
following in response to the request for additional information set
forth in Paragraph D.1 of the Fee Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No, the billing arrangement for the committee is Burns
Bair's standard and customary billing arrangement.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No, Burns Bair's professionals included in this
engagement have not varied their rate based on the geographic
location of the Chapter 11 case.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments or
discounts offered during the 12 months prepetition. If your billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Response: Burns Bair did not represent the committee prior to the
petition date.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: The committee has reviewed Burns Bair's proposed hourly
billing rates and staffing plan. In accordance with the U.S.
Trustee Guidelines, the budget may be amended as necessary to
reflect changed or unanticipated developments in the Chapter 11
case.
Mr. Burns disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Timothy W. Burns, Esq.
Burns Bair, LLP
10 E. Doty Street, Suite 600
Madison, WI 53703
Telephone: (608) 286-2302
Email: tburns@burnsbair.com
About The Roman Catholic Bishop of Oakland
The Roman Catholic Bishop of Oakland, a tax-exempt religious
organization, sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40523) on May 8,
2023. In the petition signed by Bishop Michael Charles Barber, the
Debtor disclosed $100 million to $500 million in both assets and
liabilities.
Judge William J. Lafferty oversees the case.
The Debtor tapped Foley & Lardner LLP as legal counsel and Alvarez
& Marsal North America, LLC as restructuring advisor. Kurtzman
Carson Consultants LLC is the Debtors' claims and noticing agent
and administrative advisor.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Lowenstein Sandler, LLP as bankruptcy counsel;
Burns Bair LLP as special insurance counsel; and Berkeley Research
Group, LLC as financial advisor.
BITNILE METAVERSE: Jim Galla Quits as Chief Accounting Officer
--------------------------------------------------------------
Jim Galla notified BitNile Metaverse, Inc. of his decision to
resign as chief accounting officer of the Company, effective July
31, 2023, for personal reasons.
According to the Company, Mr. Galla's resignation was not the
result of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices, including the
Company's accounting principles and practices and internal
controls. The Company thanks Mr. Galla for his contributions.
About BitNile Metaverse
Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.)
-- is a holding company, incorporated in the State of Nevada on
November 19, 2007. Through March 31, 2023, the Company's former
wholly owned subsidiaries with the exception of Agora Digital
Holdings, Inc., a Nevada corporation, and Zest Labs, Inc., a Nevada
corporation, have been treated for accounting purposes as divested.
The Company's principal subsidiaries consisted of (a) BitNile.com,
Inc., a Nevada corporation, which includes the platform BitNile.com
and that was acquired by the Company on March 6, 2023, which
transaction has been reflected as an asset purchase, and (b)
Ecoark, Inc., a Delaware corporation that is the parent of Zest
Labs and Agora.
BitNile Metaverse reported a net loss of $87.36 million on zero
revenue for the year ended March 31, 2023, compared to a net loss
of $10.55 million on $27,182 of revenues for the year ended March
31, 2022. As of March 31, 2023, the Company had $23.77 million in
total assets, $37.72 million in total liabilities, and a total
stockholders' deficit of $13.94 million.
New York, New York-based RBSM LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
July 14, 2023, citing that the Company has suffered recurring
losses from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going concern.
BLOCKFI INC: Sept. 26 Hearing on Disclosures and Plan
-----------------------------------------------------
Judge Michael B. Kaplan has entered an order conditionally
approving the adequacy of the Disclosure Statement of Blockfi Inc.,
et al.
The Plan confirmation timeline is approved:
* Sept. 11, 2023, at 4:00 p.m., prevailing Eastern Time, as the
deadline by which objections to confirmation of the Plan must be
filed with the Court and served so as to be actually received by
the appropriate notice parties.
* Sept. 11, 2023, at 4:00 p.m., prevailing Eastern Time, as the
deadline by which all Ballots and opt out forms must be properly
executed, completed, and electronically submitted to
https://restructuring.ra.kroll.com/BlockFi/EBallot-Home so that
they are actually received by the Claims, Noticing, and
Solicitation Agent.
* Sept. 25, 2023, at 5:00 p.m., prevailing Eastern Time, as the
deadline by which the Debtors must file their brief in support of
confirmation of the Plan and deadline by which replies to
objections to confirmation of the Plan must be filed with the
Court.
* Sept. 25, 2023, at 5:00 p.m., prevailing Eastern Time, as the
date by which the Voting Report must be filed with the Court.
* Sept. 26, 2023, at 1:00 p.m. prevailing Eastern Time, or such
other date as may be scheduled by the Court, as the date of the
hearing at which the Court will consider confirmation of the Plan
and approval of the Disclosure Statement on a final basis.
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, Esq.
Christine A. Okike, Esq.
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 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.
BLUE STAR: Juan Carlos Dalto Resigns as Director
------------------------------------------------
Juan Carlos Dalto tendered his resignation as a member of the board
of directors of Blue Star Foods Corp., effective July 31, 2023.
As disclosed in a Form 8-K filed by the Company with the Securities
and Exchange Commission, Mr. Dalto resigned to focus on other
endeavors and to the knowledge of the Company, Mr. Dalto's
resignation was not the result of any disagreement with the Company
on any matter relating to the Company's operations, policies or
practices. At this time, the Company will not be appointing a new
director to replace Mr. Dalto.
About Blue Star Foods
Based in Miami, Florida, Blue Star Foods Corp.
--https://bluestarfoods.com -- is an international sustainable
marine protein company based in Miami, Florida that imports,
packages and sells refrigerated pasteurized crab meat, and other
premium seafood products. The Company's main operating business,
John Keeler & Co., Inc. was incorporated in the State of Florida in
May 1995. The Company's current source of revenue is importing
blue and red swimming crab meat primarily from Indonesia,
Philippines and China and distributing it in the United States and
Canada under several brand names such as Blue Star, Oceanica,
Pacifika, Crab & Go, First Choice, Good Stuff and Coastal Pride
Fresh, and steelhead salmon and rainbow trout fingerlings produced
under the brand name Little Cedar Farms for distribution in
Canada.
Blue Star reported a net loss of $13.19 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.61 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.68
million in total assets, $9.92 million in total liabilities, and a
total stockholders' deficit of $1.24 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
BURTS CONSTRUCTION: Court Confirms Liquidating Plan
---------------------------------------------------
Judge Christopher Lopez has entered an order confirming the Plan of
Burts Construction, Inc.
On the Effective Date of the Plan, and except as otherwise
expressly provided in the Plan, all of the Assets, including,
without limitation, any litigation claims and any avoidance
actions, shall be preserved, and all such Assets shall re-vest in
the Liquidating Debtor free and clear of all Liens, Claims,
encumbrances and Equity Interests, except to the extent such Liens,
Claims, encumbrances and Equity Interests are expressly retained
under the Plan.
Burts Construction's First Amended Liquidating Plan proposes to pay
all of the Debtor's creditors from the orderly liquidation of the
Debtor's assets and collection of accounts receivable.
As of the date of filing this Plan, the Debtor holds or anticipates
collecting the following for payment to administrative, priority
and unsecured creditors under the Plan:
Retainage Receivables $476,213
Real Property Proceeds $494,451
Ranch Receivable $578,438
Accounts Receivable $150,000
Sale to Ms. Burts $2,000
----------
Total $1,701,102
Under the Plan, Class 6 Unsecured Claims are impaired and consist
of the Unsecured Claims in this Estate, excluding insider claims.
The claimants in this Class are in the amount of $3,592,002.
Claimants in Class 6 will receive a pro-rata distribution of the
net funds after payment of all other Classes under the Plan. An
initial payment will be made on the effective date of the Plan with
additional payments made annually as receivables are collected not
to exceed five years. The Debtor anticipates the claimants in this
class will receive approximately 25% of their claims. In the event
any receivables are owed after five years from the Effective Date,
they will be deemed uncollectible and will be abandoned to the
unsecured creditors of the Estate.
Implementation of the Plan requires entry of an order by the
Bankruptcy Court confirming the Plan. The Plan is to be
implemented, if accepted and approved by the Bankruptcy Court, in
its entire form. The Plan of Reorganization proposes an orderly
liquidation of the Debtor's assets under Court authority and the
collection of accounts receivable. The Debtor's secured creditors
shall be paid from the liquidation of their respective collateral
and the unsecured creditors will be paid prorate from the funds
remaining after the payment of Classes 1 to 5 and the collection of
accounts receivable.
Attorneys for the Debtor:
Julie M. Koenig, Esq.
815 Walker, Suite 1040
Houston, TX 77002
Tel: (713) 236-6800
Fax: (713) 236-6880
E-mail: Julie.Koenig@cooperscully.com
A copy of the Order dated August 2, 2023, is available at
bit.ly/3YkOEJD from PacerMonitor.com.
About Burts Construction
Burts Construction, Inc. is a family-owned general contractor that
offers, among other services, land clearing, demolition, site
preparation, soil stabilization, underground utilities, and paving
services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-31700) on June 20,
2022. In the petition signed by Katherine Burts, president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Christopher M. Lopez oversees the case.
Julie M. Koenig, Esq., at Cooper and Scully, PC is the Debtor's
counsel. Ted L. Walker, Esq., at the Walker Firm, serves as
Allegiance Bank's counsel.
CANDY CLUB: $2MM Industrial Funding DIP Loan Wins Interim OK
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Victoria Division, authorized Candy Club, LLC and affiliates to use
cash collateral and obtain post-petition financing, on an interim
basis.
The Debtors are permitted to obtain $1 million of the up to $2
million in senior secured post-petition financing on a
superpriority, priming basis from Industrial Funding Group, Inc.
The DIP loan is due and payable through the earlier of (i)
confirmation of a plan of reorganization, (ii) the conversion of
the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy
Code, (iii) the appointment of a Chapter 11 Trustee, (iv) the
occurrence of an Event of Default, or (v) 12 months from the
Closing Date.
As adequate protection, the DIP Lender is granted an allowed
superpriority administrative expense claim against the Debtors for
all amounts advanced under the DIP Loan, subject only to the
payment of quarterly U.S. Trustee Fees and the Carve-Out. The DIP
Superpriority Claims will have recourse to and be payable from all
pre-petition and post-petition assets of the Debtor, including, but
not limited to, the DIP Collateral, subject to the other terms of
the Interim Order.
Pursuant to 11 U.S.C. section 364(d)(1), the DIP Lender is granted
an allowed priming secured claim against the Debtors for all
amounts advanced under the DIP Loan, subject only to the payment of
quarterly U.S. Trustee Fees and the Carve-Out.
The DIP Liens are subject to a carve out of up to $200,000 as
provide by Section 1.28 of the DIP Agreement (i) first for fees
that for may need to be paid to the Clerk of the Court and to the
Office of the United States Trustee under 28 USC section 1930(a)
plus interest at the statutory rate, if any, and (ii) second all
for all professional fees in the Debtor's case.
As adequate protection for any diminution in the value of its
collateral, the Debtors will pay $5,000 per week to Venture Lending
& Leasing IX, Inc., the Prepetition Lender, with the first payment
due on August 4, 2023, and continuing on the same day each week
until the Final DIP Hearing, with the final week of cash payments
being prorated based on the day of the week the Final DIP Hearing
is set. As additional adequate protection for any diminution in the
value of its collateral, and without any further documentation
required, the Prepetition Lender (i) will be granted an allowed
superpriority administrative expense claim against the Debtors
junior only to the DIP Superpriority Claims, payment of quarterly
US Trustee Fees, and the Carve Out; and (ii) will be granted
replacement liens in the collateral subject only to the DIP Liens
in favor of the DIP Lender, quarterly US Trustee's Fees, the Carve
Out, and any Prepetition Prior Liens.
A hearing on the matter is set for August 21, 2023 at 2 p.m.
A copy of the order is available at https://urlcurt.com/u?l=O6JMpE
from PacerMonitor.com.
About Candy Club, LLC
Candy Club, LLC and affiliates design, market, and sell premium,
branded confectionary products in the United States. They
distribute confections to over 12,000 customers across all 50
states.
The Debtors sought protection under Chapter 11 of the US Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 23-60048) on July 27, 2023.
In the petition signed by Keith Cohn, chief executive officer, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Christopher M. Lopez oversees the case.
Jackson Walker LLP represents the Debtor as legal counsel. Stretto,
Inc. is the claims, noticing and solicitation agent.
CANOO INC: Signs $28 Million Purchase Agreement With YA II PN
-------------------------------------------------------------
Canoo Inc. entered into a securities purchase agreement on Aug. 23,
2023, with YA II PN, Ltd., in connection with the issuance and sale
by the Company of convertible debentures in an aggregate principal
amount of $27,936,819 and pursuant to which the Company granted
Yorkville an option to purchase additional convertible debentures
in an aggregate principal amount of up to $53,191,489 subject to
the terms and conditions set forth in the Purchase Agreement.
The Convertible Debentures bear interest at a rate of 3.0% per
annum, subject to increase to 15.0% per annum upon the occurrence
of certain events of default. The Initial Debenture will mature on
Oct. 2, 2024, and may be extended at Yorkville's option. The
Option Debenture, to the extent issued, will mature 14 months after
the date the Option Debenture is issued. The Initial Debenture
resulted in gross proceeds to the Company of approximately $25.0
million (which amount does not include proceeds from the balance
transferred from the April Convertible Debentures. The aggregate
principal amount of the Initial Debenture consists of $26,595,745
of debt purchased at a purchase price equal to 94.0% of the
aggregate principal amount thereof and $1,341,074 of debt assumed
in respect of the Company's obligations under the April Convertible
Debentures. The Option Debenture, to the extent issued, will be
purchased at a purchase price equal to 94.0% of the aggregate
principal amount of the Option Debenture, resulting in gross
proceeds to the Company of approximately $50.0 million assuming the
Option is exercised in full. The Option may only be exercised by
Yorkville during the period of 20 trading days following the date
on which the Company has publicly announced that it has obtained
the Stockholder Approvals.
The Convertible Debentures are convertible at the option of the
holder into a number of shares of the Company's common stock, par
value $0.0001 per share, equal to the applicable Conversion Amount
divided by the lower of (a)(i) in the case of the Initial
Debenture, $0.50 per share and, (ii) in the case of the Option
Debenture, $0.5358 per share (each of (i) and (ii), the "Fixed
Conversion Price") and (b) 95% of the lowest daily volume-weighted
average price of the Common Stock during the five consecutive
trading days immediately preceding the applicable conversion date
(the "Variable Conversion Price"), but not lower than $0.10 per
share (the "Floor Price"). The Convertible Debentures may be
converted in whole or in part, at any time and from time to time,
subject to the Exchange Cap. The Conversion Amount with respect to
any requested conversion will equal the principal amount requested
to be converted plus all accrued and unpaid interest on the
Convertible Debentures as of such conversion. In addition, no
conversion will be permitted to the extent that, after giving
effect to such conversion, the holder together with the certain
related parties would beneficially own in excess of 9.99% of the
Common Stock outstanding immediately after giving effect to such
conversion, subject to certain adjustments.
The Company shall not issue any Common Stock upon conversion of the
Convertible Debentures held by Yorkville if the issuance of such
shares of Common Stock underlying the Convertible Debentures would
exceed the aggregate number of shares of Common Stock that the
Company may issue upon conversion of the Convertible Debentures in
compliance with the Company's obligations under the rules or
regulations of Nasdaq Stock Market (including shares underlying
certain other convertible securities issued to Yorkville). As of
Aug. 3, 2023, the Company had issued 95,447,319 shares of Common
Stock to Yorkville pursuant to the Exchange Cap, with approximately
907 shares of Common Stock remaining available to be issued under
the Exchange Cap. The Exchange Cap will not apply under certain
circumstances, including if the Company obtains the approval of its
stockholders as required by the applicable rules of the Nasdaq
Stock Market for issuances of shares of Common Stock in excess of
such amount.
The Convertible Debenture provides the Company, subject to certain
conditions, with an optional redemption right pursuant to which the
Company, upon 10 trading days' prior written notice to Yorkville,
may redeem, in whole or in part, all amounts outstanding under the
Convertible Debentures; provided that the trading price of the
Common Stock is less than the applicable Fixed Conversion Price at
the time of the Redemption Notice. The redemption amount shall be
equal to the outstanding principal balance being redeemed by the
Company, plus the redemption premium of 5.0% of the principal
amount being redeemed, plus all accrued and unpaid interest in
respect of such redeemed principal amount.
Upon the occurrence of certain trigger events, the Company will be
required to make monthly cash payments of principal in the amount
of $7,500,000 (or such lesser amount as may then be outstanding)
plus a premium equal to 5.0% of such principal amount plus all
accrued and unpaid interest as of such payment. Such payments will
commence 10 trading days following the occurrence of a trigger
event and continue on a monthly basis thereafter until the
Convertible Debentures are repaid in full or until the conditions
causing the trigger event are addressed in the manner provided for
in the Convertible Debentures.
In addition, in connection with the Purchase Agreement, the Company
issued to Yorkville a warrant to purchase 49,637,448 shares of
Common Stock at an exercise price of $0.5358. If Yorkville
exercises the Option, the Company will issue to Yorkville an
additional warrant for a number of shares of Common Stock
determined by dividing the principal amount so exercised (up to
$53,191,489) by 0.5358. The Initial Warrant is immediately
exercisable and will expire on Aug. 2, 2028. The Option Warrant,
to the extent issued, will be issued on the same terms as the
Initial Warrant except that the exercise price of the Option
Warrant will be $0.67 per share. The Warrants include customary
adjustment provisions for stock splits, combinations and similar
events. Prior to obtaining approval of stockholders, the Company
may not issue any shares of Common Stock that exceed the number of
shares that it may issue pursuant to Nasdaq Stock Market rules
under the Warrants or other warrants issued to Yorkville.
In connection with the execution of the Purchase Agreement, the
Company has agreed to hold an annual or special meeting of its
stockholders on or before Oct. 1, 2023 to: (i) obtain the consent
of the stockholders of the Company pursuant to Nasdaq Listing Rules
5635 for the issuance of all shares of its Common Stock that could
be issued pursuant to the Convertible Debentures and the Warrants
(including, without limitation, the Option Debenture and Option
Warrant) and (ii) obtain the consent of the stockholders to amend
the Pre-Paid Advance Agreement entered into on July 20, 2022
between the Company and Yorkville to provide for a floor price of
$0.10 per share.
Registration Rights Agreement
In connection with the Purchase Agreement, on the Agreement Date,
the Company entered into a registration rights agreement with
Yorkville pursuant to which the Registrable Securities held by
Yorkville, subject to certain conditions, will be entitled to
registration under the Securities Act. Pursuant to the
Registration Rights Agreement, the Company is required to, within
10 calendar days receiving the Stockholder Approvals, file with the
Securities and Exchange Commission (at its sole cost and expense)
one or more registration statements covering the resale by
Yorkville of all shares issuable upon exercise of the Initial
Warrant and at least 100,000,000 shares of Common Stock issuable
upon conversion of the Initial Debenture. Within 15 calendar days
following the issuance of the Option Debenture and the Option
Warrant, the Company shall file one or more additional Registration
Statements covering such number of shares of Common Stock as
Yorkville shall required, not to exceed 200% of all shares issuable
upon conversion of the Convertible Debentures (assuming conversion
at the Floor Price) and upon exercise of the Warrants.
The Company has agreed to use its best efforts to ensure any
registration statement filed thereunder is effective within 60 days
of filing such registration statement. If the Company fails to
file the Registration Statements with the SEC by the applicable
filing deadline or obtain effectiveness by the applicable
effectiveness deadline, or if a Registration Statement fails to
remain continuously effective, if the Company is not permitted to
utilize a Registration Statement for a certain period of time, or
if the Company fails to comply with certain public information
requirements, such event will be deemed an Event of Default (as
defined in the Convertible Debenture). Under the Registration
Rights Agreement, Yorkville was also granted demand registration
rights for any Registrable Securities not included in the
Registration Statements and piggyback registration rights.
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $487.69 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $346.77 million for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had $496.47 million in
total assets, $259.90 million in total liabilities, and $236.57
million in total stockholders' equity.
Los Angeles, California-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 30, 2023, citing that the Company has suffered
recurring losses from operations, has generated recurring negative
cash flows from operating activities, and expects to continue to
incur net losses and negative cash flows from operating activities
in accordance with its ongoing activities. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
CELSIUS NETWORK: Alex Mashinsky to Face Civil Fraud Suit in N.Y.
----------------------------------------------------------------
Erik Larson of Bloomberg News reports that former Celsius Network
Ltd. Chief Executive Officer Alex Mashinsky, whose once high-flying
crypto lender went bankrupt last year, was ordered by a New York
judge to face a civil fraud lawsuit filed by New York's attorney
general.
A court order issued Friday denied Mashinsky's motion to dismiss
the suit by New York's top law enforcement officer, Letitia James,
who brought the case about six months before the former CEO was hit
with federal criminal charges.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
CELSIUS NETWORK: Unsecureds Owed $50M to Get 37% to 68%
-------------------------------------------------------
Celsius Network LLC, et al., submitted a Disclosure Statement for
the Joint Chapter 11 Plan of Reorganization.
The Plan provides for an allocation of the entire value of the
Debtors' Estates among their creditors and other stakeholders.
In October 2022, the Debtors commenced a marketing and sale process
for all of the Debtors' assets. On Feb. 15, 2023, the Debtors
announced that, in consultation with the Committee, they had
reached an agreement in principle with NovaWulf for NovaWulf to
sponsor the Debtors' reorganization. On March 1, 2023, NovaWulf
was designated as the stalking horse bidder and received certain
bid protections while the Debtors and the Committee continued to
engage in conversations with other bidders pending the Final Bid
Deadline of April 17, 2023. On March 31, 2023, the Debtors filed a
chapter 11 plan for the NovaWulf transaction.
The Debtors and the Committee identified two additional qualified
bidders -- (a) the Fahrenheit Group; and (b) the Blockchain
Recovery Investment Consortium, which includes Van Eck Absolute
Return Advisers Corporation and GXD Labs LLC (collectively, the
"BRIC"). As a result, the Debtors and the Committee determined to
hold an Auction to determine the highest and best bid. Starting on
April 25, 2023, and ending on May 24, 2023, the Debtors conducted
multiple rounds of bidding ending in the selection of Fahrenheit as
the successful bidder and the BRIC as the Backup Bidder. The
revised Plan incorporates both of these bids and provides the
Debtors with the ability to toggle to the backup bid if
Fahrenheit's NewCo proposal cannot be completed. No matter what
transaction is ultimately pursued, the Debtors' creditors will
receive significant value. The Plan contemplates that the Debtors
will first pursue the NewCo Transaction (a reorganization) and
that, if the NewCo transaction cannot be pursued, the Debtors can
pivot to the orderly wind down (a standalone reorganization of the
Debtors' mining business and an orderly liquidation of the Debtors'
other assets).
Under either transaction, the Debtors will promptly distribute at
least $2.03 billion of Cryptocurrency to their creditors, subject
to the fluctuations in Cryptocurrency prices.
The NewCo transaction sponsored by the Fahrenheit Group recognizes
and seizes on the long-term promise and potential of
Cryptocurrency, particularly with respect to the two primary
consensus mechanisms for verifying Cryptocurrency transactions on
the blockchain—mining and staking. The NewCo transaction results
in the creation of a new, ambitious Cryptocurrency company that
will be owned by customers, file public reports with the SEC to
ensure transparency, and importantly, fully comply with all
applicable regulations. NewCo will have no funded debt and will be
equipped to capitalize on an industry that is poised for
significant future growth. Moreover, the Fahrenheit Group intends
to list NewCo Common Stock on NASDAQ, which is intended to maximize
liquidity for creditors and better position NewCo to potentially
access the capital markets in the future at the discretion of the
NewCo board of directors, a majority of whom will be appointed by
customers.
Upon emergence, NewCo will be managed by Fahrenheit, which is
comprised of experienced Crypto-native operators, each of whom have
industry-leading experience in various facets of the Cryptocurrency
space and are well positioned to lead NewCo for the benefit of the
Debtors' creditors. Fahrenheit has committed to buy (with $50
million in cash) a meaningful equity stake in NewCo, and
Fahrenheit's management team will receive a portion of their
compensation in NewCo Common Stock, thereby aligning the interests
of the Fahrenheit Group and the holders of NewCo Common Stock
(i.e., the Debtors' creditors) and incentivizing Fahrenheit to grow
NewCo for the benefit of NewCo's stakeholders.
The Orderly Wind Down is an alternative to the NewCo Transaction
and operates as a failsafe "Plan B" alternative if the NewCo
Transaction cannot be completed for any reason. The Orderly Wind
Down avoids a fire-sale liquidation that would result in
significantly lower recoveries to creditors. This alternative is
contemplated by the Plan because the Cryptocurrency landscape has
proven to be dynamic and unpredictable. The Debtors and the
Committee believe it is important for the Debtors to be able to
pivot quickly to an alternative, without the need to restart the
plan process and propose and solicit a new chapter 11 plan, and
incur additional administrative expense, in the event the NewCo
Transaction cannot be consummated for any reason.
NewCo Transaction
The NewCo Transaction provides stakeholders with the opportunity to
own NewCo and realize the potential upside value of a new
Cryptocurrency company that will emerge from chapter 11 with a
fresh start and will be ready to operate responsibly and
transparently for the benefit of creditors. At its core, the NewCo
Transaction provides for (a) the distribution of a significant
amount of the Debtors' Liquid Cryptocurrency to creditors on or
around the Effective Date of the Plan, and (b) the creation of
NewCo -- a new public-reporting, compliant entity, which will be
owned by the Debtors' customers when the Debtors exit bankruptcy.
NewCo will be predicated on transparency and governed by a board of
directors, a majority of which will be appointed by the Debtors'
creditors.
Fahrenheit will form NewCo prior to the Effective Date. On the
Effective Date, NewCo will be vested with the NewCo Assets
(including the mining business, institutional loan portfolio, and
other alternative investments), which Fahrenheit will manage for
the benefit of NewCo's stakeholders. As equity owners of NewCo, the
value of Fahrenheit's efforts will ultimately be realized by the
Debtors' Account Holders.
Fahrenheit intends to list the equity of NewCo on NASDAQ. An equity
listing on a public exchange such as NASDAQ is intended to provide
creditors with maximum flexibility to decide for themselves whether
they want to (a) hold their shares in NewCo and remain investors in
NewCo's long-term vision, or (b) sell their shares in NewCo and
thereby immediately monetize their share of the Debtors' illiquid
assets and the other assets held by NewCo.
As further described in the Fahrenheit Business Plan, NewCo will
have two main operating business lines: Bitcoin mining and
staking.
U.S. Data Mining Group, Inc. (d/b/a US Bitcoin Corp.) ("US
Bitcoin") will run NewCo's mining operations. US Bitcoin is one of
the largest and most successful bitcoin mining operators in the
country, and has included a variety of potential partnerships,
options, and guarantees for NewCo's mining operations that provides
a clear path to energize NewCo's entire existing fleet of miners,
de-risk the build out of additional mining capacity, and grow or
replenish NewCo's mining rigs in a cost-controlled and efficient
manner.
Proof Group Capital Management will lead NewCo's staking efforts.
Proof Group has substantial experience staking Cryptocurrency worth
hundreds of millions of dollars for its own clients. Through the
NewCo Transaction, Proof Group will contribute its staking
intellectual property to NewCo and assist NewCo in developing and
growing its staking infrastructure. NewCo will, therefore, be set
up with a significant and sophisticated staking platform, which
could be utilized to create more value for NewCo to the extent that
any new, regulatorily-compliant staking opportunities develop.
NewCo will be seeded with up to $450 million of the Debtors'
Cryptocurrency. Subject to the direction of the NewCo board of
directors, the Fahrenheit Group intends to utilize much of NewCo's
balance sheet to invest in and grow the NewCo staking and mining
businesses, and to develop and execute on the partnerships that
Fahrenheit is bringing to NewCo. While the Debtors have
significant mining operations today, Fahrenheit will optimize,
improve, and grow the mining business. The Debtors and the
Committee believe the investment in NewCo creates the opportunity
to generate significant value for Celsius creditors.
The value generated by NewCo is expected to be significantly higher
than liquidating the Debtors' assets and distributing that value to
creditors. To the extent NewCo is successful in its new business
development endeavors or if the Cryptocurrency markets continue to
improve, NewCo offers additional upside, and the value of NewCo
Common Stock could ultimately be multiples of the projections
contained in this Disclosure Statement.
Under the NewCo Transaction, creditors will receive: (a) BTC and
ETH; (b) NewCo Common Stock; and/or (c) Litigation Proceeds
(collectively, the "Unsecured Claim Distribution Consideration").
The recoveries provided to creditors under the NewCo Transaction
are significant:
* 86.4% for Holders of Retail Borrower Deposit Claims, which
represents a midpoint recovery based on the average loan to value
("LTV") ratio of the total Retail Borrower Advance Obligations
against the Retail Borrower Deposit Claims;43
* 70% for Holders of Convenience Claims;
* 68.5% for Holders of General Earn Claims;
* 72.5% of the Cryptocurrency transferred to the Debtors for
Holders of General Custody Claims who accept the Custody
Settlement; and
* 73.2% for Holders of Withhold Claims.
Distributions to creditors under the NewCo Transaction will occur
quicker than in the Orderly Wind Down. If the Plan is confirmed in
the fall of 2023 as currently contemplated, creditors will likely
start receiving distributions before the end of 2023. The Debtors
and the Committee also believe that NewCo Common Stock will provide
greater liquidity and value to creditors who wish to sell their
equity compared to liquidation trust interests, which historically
trade for a fraction of the value of the assets that make up the
liquidation trust.
Finally, holders of claims that vote to accept the Plan will have
the option to elect to receive more NewCo Common Stock or more
Liquid Cryptocurrency at a discount (the "Unsecured Claim
Distribution Mix Election"). Account Holders will get to make that
election when they vote on the Plan, which will not occur until
after the Bankruptcy Court approves this Disclosure Statement. The
Debtors' ability to honor such elections will depend on whether
other creditors make the opposite election.
The Debtors are aware that there are risks to implementing the
NewCo Transaction. Those potential risks are described in detail in
this Disclosure Statement. The Debtors and the Committee believe
that it is in the best interests of all stakeholders to prepare for
a scenario where the NewCo Transaction cannot be completed. The
Plan contemplates an option for the Debtors to "toggle" to the
Orderly Wind Down at any time if they determine in good faith that,
an Orderly Wind Down is in the best interests of the Debtors'
Estates due to complications or delays in implementing the NewCo
Transaction. If the Debtors pivot to the Orderly Wind Down, they
will do so on the terms set forth in the Backup Plan Sponsor
Agreement that they have negotiated with the Backup Plan Sponsor,
the BRIC -- or on terms that provide a better recovery to the
Debtors' creditors than the Backup Plan Sponsor Agreement, which
terms may be with a different Backup Plan Sponsor than the BRIC.
The current Backup Plan Sponsor Transaction contemplates providing
recoveries to creditors in the following ways: (a) 100 percent of
the equity interests in a pure play, publicly traded mining
business with a potential management contract with GXD Labs LLC;
(b) a Liquid Cryptocurrency distribution on or as soon as
practicable after the Effective Date; and (c) a timely monetization
of the remaining assets of the Debtors' Estates and subsequent
Liquid Cryptocurrency distributions to creditors from the proceeds
thereof, likely through the creation of a liquidating trust. Unlike
the NewCo Transaction, the Orderly Wind Down is expected to take up
to five years to complete and offers limited upside as compared to
the equity in NewCo. Moreover, none of the partnership and other
strategic opportunities contained in the NewCo Transaction, which
are intended to position NewCo to grow its mining business
responsibly and significantly, would be available under the Orderly
Wind Down. The Orderly Wind Down, however, will provide creditors
with better recoveries than a straightforward chapter 7
liquidation.
Under the Plan, Class 8 Unsecured Loan Claims total $88M. The
estimated NewCo transaction recovery under the Plan is 68.5%. The
projected Orderly Wind Down recovery under the Plan is 61.5%. The
estimated recovery under Chapter 7 Liquidation is 47.6%. Each
Holder of an Allowed Unsecured Loan Claim will receive Unsecured
Claim Distribution Consideration (i.e., Liquid Cryptocurrency,
Litigation Proceeds, and NewCo Common Stock) sufficient to provide
a recovery of the same percentage as the Class 5 (General Earn
Claim) recovery set forth in this Disclosure Statement. In the
event that the Debtors pursue the Orderly Wind Down, each Holder of
an Allowed Unsecured Loan Claim will receive its Pro Rata share of
(a) the Liquid Cryptocurrency Distribution Amount, (b) Litigation
Proceeds, and (c) the Illiquid Recovery Rights, without regard to
Unsecured Claim Distribution Mix Elections. Class 8 is impaired.
Class 9 General Unsecured Claims total $50 million. The estimated
NewCo transaction recovery under the Plan is 68.5%. The projected
Orderly Wind Down recovery under the Plan is 61.5%. The estimated
recovery under Chapter 7 Liquidation is 37.6%. Each Holder of an
Allowed General Unsecured Claim will receive Unsecured Claim
Distribution Consideration (i.e., Liquid Cryptocurrency, Litigation
Proceeds, and NewCo Common Stock) sufficient to provide a recovery
of the same percentage as the Class 5 (General Earn Claim) recovery
set forth in this Disclosure Statement. In the event that the
Debtors pursue the Orderly Wind Down, each Holder of an Allowed
General Unsecured Claim will receive its Pro Rata share of (a) the
Liquid Cryptocurrency Distribution Amount, (b) Litigation Proceeds,
and (c) the Illiquid Recovery Rights, without regard to Unsecured
Claim Distribution Mix Elections. Class 9 impaired.
The Debtors and the Post-Effective Date Debtors, as applicable,
will fund distributions under the Plan with: (1) Cash on hand as of
the Effective Date, including from the Plan Sponsor Contribution
and net proceeds from the sale of GK8; (2) Liquid Cryptocurrency
(in the Liquid Cryptocurrency Distribution Amount); (3) NewCo
Common Stock; and (4) Litigation Proceeds.
For the vote to be counted to accept or reject the Plan, the Ballot
must be actually received by Stretto, Inc. before the Voting
Deadline (4:00 p.m., prevailing Eastern Time, on Sept. 18, 2023).
Counsel for the Debtors:
Joshua A. Sussberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
- and -
Patrick J. Nash, Jr., Esq.
Ross M. Kwasteniet, Esq.
Christopher S. Koenig, Esq.
Dan Latona, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
A copy of the Disclosure Statement dated July 29, 2023, is
available at bit.ly/3YjG3Hc from Stretto, the claims agent.
About Celsius Network
Celsius Network LLC -- http://www.celsius.network/-- is a
financial services company that generates revenue through
cryptocurrency trading, lending, and borrowing, as well as by
engaging in proprietary trading.
Celsius helps over a million customers worldwide to find the path
towards financial independence through a compounding yield service
and instant low-cost loans accessible via a web and mobile app.
Celsius has a blockchain-based fee-free platform where membership
provides access to curated financial services that are not
available through traditional financial institutions.
The Celsius Wallet claims to be one of the only online crypto
wallets designed to allow members to use coins as collateral to get
a loan in dollars, and in the future, to lend their crypto to earn
interest on deposited coins (when they're lent out).
Crypto lenders such as Celsius boomed during the COVID-19 pandemic,
drawing depositors with high interest rates and easy access to
loans rarely offered by traditional banks. But the lenders'
business model came under scrutiny after a sharp sell-off in the
crypto market spurred by the collapse of major tokens terraUSD and
luna in May 2022.
New Jersey-based Celsius froze withdrawals in June 2022, citing
"extreme" market conditions, cutting off access to savings for
individual investors and sending tremors through the crypto
market.
The list of major crypto firms that have filed for bankruptcy
protection in 2022 now includes Celsius Network, Three Arrows
Capital and Voyager Digital.
Celsius Network, LLC and its subsidiaries sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case
No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex
Mashinsky, the Debtors estimated assets and liabilities between $1
billion and $10 billion.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankrupty counsels; Fischer (FBC & Co.) as
special counsel; Centerview Partners, LLC as investment banker; and
Alvarez & Marsal North America, LLC as financial advisor. Stretto
is the claims agent and administrative advisor.
On July 27, 2022, the U.S. Trustee appointed an official committee
of unsecured creditors. The committee tapped White & Case, LLP as
its bankruptcy counsel; Elementus Inc. as its blockchain forensics
advisor; M3 Advisory Partners, LP as its financial advisor; and
Perella Weinberg Partners, LP as its investment banker.
Shoba Pillay, Esq., is the examiner appointed in the Debtors'
Chapter 11 cases. Jenner & Block, LLP and Huron Consulting
Services, LLC, serve as the examiner's legal counsel and financial
advisor, respectively.
CHOYDA INC: Taps Law Offices of E. Vincent Wood as Counsel
----------------------------------------------------------
Choyda, Inc. received approval from the U.S. Bankruptcy Court for
the Northern District of California to employ the Law Offices of E.
Vincent Wood as counsel.
The firm's services include:
a. advising the Debtor concerning its duties under the
Bankruptcy Code;
d. identifying, prosecuting and defending claims and causes of
actions assertable by or against the Debtor's estate;
e. preparing legal papers including the Debtor's Chapter 11
plan and disclosure statement, and prosecuting legal proceedings to
seek confirmation of the plan;
f. if necessary, preparing and prosecuting pleadings to avoid
preferential transfers or transfers deemed fraudulent as to
creditors, motions for authority to borrow money, sell property, or
compromise claims and objections to claims; and
g. other necessary legal services.
The firm will be paid at these rates:
E. Vincent Wood, Attorney $425 per hour
Nicole Zorrilla, Paralegal $150 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The retainer fee is $7,500.
Vincent Wood, Esq., disclosed in a court filing that his firm is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached at:
Vincent E. Wood, Esq.
Law Offices of E. Vincent Wood
2950 Buskirk Ave., Suite 300
Walnut Creek, CA 94597
Tel: (925) 278-6680
Fax: (925) 955-1655
Email: vince@woodbk.com
About ChoyDa Inc.
ChoyDa, Inc. owns two properties located in Oakland and Fremont,
Calif., valued at $8.2 million.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-40753) on June 26,
2023, with $8,200,000 in assets and $4,215,549 in liabilities.
Christopher Hayes has been appointed as Subchapter V trustee.
Judge Charles Novack oversees the case.
E. Vincent Wood, Esq., at The Law Offices E. Vincent Wood is the
Debtor's counsel.
CLEAR CHANNEL: S&P Rates New $500MM Senior Secured Notes 'B'
------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '1'
recovery rating to Clear Channel Outdoor Holdings Inc.'s proposed
$500 million senior secured notes due in 2028. The '1' recovery
rating indicates its expectation of very high (90%-100%; rounded
estimate: 95%) recovery for lenders in the event of a payment
default.
The company plans to use the proceeds to prepay a portion of the
outstanding borrowings on its term loan maturing in 2026
(approximately $1.9 billion outstanding) as well as transaction
related fees. S&P's 'CCC+' issuer credit rating and stable outlook
on Clear Channel are unchanged because the proposed transaction
will not affect net leverage.
CNG HOLDINGS: Nears Debt Maturity Extension Deal
------------------------------------------------
Reshmi Basu and Rachel Butt of Bloomberg News report that payday
lender CNG Holdings Inc. is finalizing a deal that would extend the
maturity of $228 million in secured notes by two years, according
to people familiar with the situation.
Under the deal, large holders have agreed to swap their existing
holdings into new secured notes due June 2026 in return for a
coupon boost to 14.5% from 12.5% prior, said the people, who asked
not to be identified because the matter is private.
Holders will also receive around a $25 million pro-rata paydown,
the people said.
About CNG Holdings
CNG Holdings Inc. operates as a holding company. The Company,
through its subsidiaries, offers consumer financial services.
COOPER-STANDARD: Incurs $27.8 Million Net Loss in Second Quarter
----------------------------------------------------------------
Cooper-Standard Holdings Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss attributable to the Company of $27.83 million on $723.74
million of sales for the three months ended June 30, 2023, compared
to a net loss attributable to the Company of $33.25 million on
$605.92 million of sales for the three months ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss attributable to the Company of $158.20 million on $1.41
billion of sales compared to a net loss attributable to the Company
of $94.61 million on $1.22 billion of sales for the same period in
2022.
As of June 30, 2023, the Company had $1.87 billion in total assets,
$1.93 billion in total liabilities, and a total deficit of $61.70
million.
As of June 30, 2023, Cooper Standard had cash and cash equivalents
totaling $73.1 million. Total liquidity, including availability
under the Company's amended senior asset-based revolving credit
facility, was $229.6 million at the end of the second quarter 2023.
The amended senior asset-based revolving credit facility was
undrawn at quarter end.
Based on current expectations for light vehicle production and
customer demand for its products, the Company believes it has
sufficient financial resources to support ongoing operations and
the execution of planned strategic initiatives for the foreseeable
future. These financial resources include current cash on hand,
continuing access to flexible credit facilities, and expected
future positive cash generation.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1320461/000132046123000118/cps-20230630.htm
About Cooper-Standard
Cooper-Standard Holdings Inc. (www.cooperstandard.com),
headquartered in Northville, Mich., with locations in 21 countries,
is a global supplier of sealing and fluid handling systems and
components. Utilizing the Company's materials science and
manufacturing expertise, the Company creates innovative and
sustainable engineered solutions for diverse transportation and
industrial markets.
Cooper-Standard reported a net loss of $217.79 million in 2022, a
net loss of $328.84 million in 2021, and a net loss of $269.37
million in 2020.
* * *
This concludes the Troubled Company Reporter's coverage of
Cooper-Standard until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
CREATIVE REALITIES: Incurs $1.4 Million Net Loss in Second Quarter
------------------------------------------------------------------
Creative Realities, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.43 million on $9.20 million of total sales for the three
months ended June 30, 2023, compared to net income of $1.26 million
on $10.92 million of total sales for the three months ended June
30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $2.43 million on $19.14 million of total sales compared to
net income of $3.76 million on $21.68 million of total sales for
the six months ended June 30, 2022.
As of June 30, 2023, the Company had $63.93 million in total
assets, $40.07 million in total liabilities, and $23.86 million in
total shareholders' equity.
At June 30, 2023, the Company has an accumulated deficit of
$52,834,000 negative working capital of $6,071,000 including
current debt obligations of $4,197,000 and cash of $3,264,000. For
the six months ended June 30, 2023, the Company incurred an
operating loss of $790,000 and generated positive net cash flows
from operations of $6,344,000. In addition, pursuant to the Second
Amended and Restated Credit and Security Agreement made between the
Company and Slipstream Communications the Company is required to
make monthly repayments of principal on the Consolidation Term Loan
beginning on Sept. 1, 2023 and on the first day of each month
thereafter until the Maturity Date on Feb. 17, 2025. The monthly
principal payment beginning on Sept. 1, 2023 is approximately
$399,00, or total principal repayments for the twelve months
subsequent to the reporting date of these Condensed Consolidated
Financial Statements of $4,389,000. As a result of the principal
debt service payments required to be paid on account of the
Consolidation Term Loan, the Company does not currently have cash
on hand or committed available liquidity to repay all of its
outstanding debt due within one year after the date that these
financial statements are issued. The Company said these conditions
and events raise substantial doubt about the Company's ability to
continue as a going concern under the technical framework within
ASU 205-40.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1356093/000143774923022050/crex20230630_10q.htm
About Creative Realities
Creative Realities, Inc. -- http://www.cri.com-- is a Minnesota
corporation that provides innovative digital marketing technology
and solutions to retail companies, individual retail brands,
enterprises and organizations throughout the United States and in
certain international markets. The Company has expertise in a
broad range of existing and emerging digital marketing
technologies, as well as the related media management and
distribution software platforms and networks, device management,
product management, customized software service layers, systems,
experiences, workflows, and integrated solutions.
CUSHMAN & WAKEFIELD: S&P Rates New $500MM Sr. Secured Notes 'BB'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating and '3' recovery
rating to Cushman & Wakefield's (BB/Stable/--) proposed $500
million senior secured notes. The '3' recovery rating indicates its
expectation for a meaningful (55%-65%; rounded estimate: 60%)
recovery for lenders in the event of payment default. The company
plans to use proceeds from the notes, along with the previously
announced $700 million senior secured term loan, to refinance $1.2
billion of its existing $1.6 billion term loan due August 2025. The
company intends to repay the remaining $0.4 billion of the term
loan due August 2025 with excess cash ahead of maturity.
S&P said, "We don't expect the proposed transaction to affect the
company's net leverage of 3.0x-4.0x. Our stable outlook on the 'BB'
issuer credit rating reflects Cushman & Wakefield's market
position, ample liquidity, and prudent financial management. Over
the next 12 months, we expect the company to operate with net debt
to adjusted EBITDA of 3.0x-4.0x and an EBITDA margin at the lower
end of 10%-15%."
DIEBOLD NIXDORF: CLO Leiken to Leave After Chapter 11 Exit
----------------------------------------------------------
Bankrupt ATM maker Diebold Nixdorf is reporting that its chief
legal officer will leave the company after its expected emergence
from bankruptcy this August 2023.
According to a regulatory filing, on Aug. 1, 2023, Jonathan B.
Leiken, Executive Vice President, Chief Legal Officer and Secretary
of Diebold Nixdorf, notified the Company that he has decided to
resign to accept another senior executive position outside of the
Company. Mr. Leiken expects to remain with the Company until it
emerges from its bankruptcy proceedings, which is currently
anticipated to occur in August 2023.
Elizabeth C. (Lisa) Radigan, the Company's current Executive Vice
President and Chief People Officer, will succeed Mr. Leiken as part
of the Company’s long-term succession planning.
As previously disclosed, on July 13, 2023, the U.S. Bankruptcy
Court entered an order confirming the Debtors’ Second Amended
Joint Prepackaged Chapter 11 Plan of Reorganization of Diebold
Holding Company, LLC and its Debtor Affiliates as revised July 7,
2023 (the "U.S. Plan"). On Aug. 2, 2023, the Dutch Court entered
an order sanctioning the Netherlands WHOA Plan of Diebold Nixdorf
Dutch Holding B.V. and the Dutch Scheme Companies (the "WHOA Plan")
in the Dutch Scheme Proceedings.
The U.S. Plan and WHOA Plan will become effective when certain
conditions are satisfied or waived, including, the U.S. Bankruptcy
Court having entered an order in the Chapter 15 Proceedings
recognizing the Dutch Scheme Proceedings and the WHOA Plan.
About Diebold Nixdorf
Diebold Nixdorf, Incorporated automates, digitizes and transforms
the way people bank and shop. As a partner to the majority of the
world's top 100 financial institutions and top 25 global
retailers,
its integrated solutions connect digital and physical channels
conveniently, securely and efficiently for millions of consumers
each day.
Diebold Nixdorf and several affiliated entities sought protection
under Chapter 11 of the U.S. Bankruptcy Code on June 1, 2023. The
cases are jointly administered under the case of Diebold Holding
Company, Inc., Bankr. S.D. Texas Lead Case No. 23-90602. In the
petition signed by Jonathan B. Leiken, president, Diebold Holding
disclosed $3.09 billion in assets and $2.57 billion in
liabilities.
Diebold Nixdorf Dutch Holding B.V. commenced voluntary
reorganization proceedings pursuant to the Wet Homologatie
Onderhands Akkoord under Netherlands law in the District Court of
Amsterdam. Diebold Netherlands sought recognition of the Dutch
Proceeding under Chapter 15 of the Bankruptcy Code.
Judge David R. Jones oversees the Chapter 11 cases.
The Chapter 11 Debtors tapped Jones Day and Jackson Walker LLP as
legal counsels; Ducera Partners LLC as investment banker; FTI
Consulting, Inc. as financial advisor; and Kroll Restructuring
Administration, LLC as claims and noticing agent.
DIOCESE OF NORWICH: Chapter 11 Plan to Pursue Past Insurers
-----------------------------------------------------------
Rick Archer of Law360 reports that the Roman Catholic Diocese of
Norwich, Connecticut, and its unsecured creditors' committee
proposed that the $32 million sexual abuse claims trust created by
the Chapter 11 reorganization plan they submitted to a Connecticut
bankruptcy judge will have claims against the diocese's past
insurers on its agenda.
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.
Pursuant to the Plan and the Bankruptcy Code, the Diocese shall be
discharged of all claims. The Participating Parties shall be
granted releases and the benefit of injunctions related to Abuse
Claims as provided for in the Plan and certain other Plan Documents
in exchange for their contributions and settlement payments.
Because the Plan realizes substantial and meaningful value
consistent with the rights and interests of the Diocese, the
estate, and its creditors, including the Abuse Claimants, and for
the other reasons set forth herein and to be established at the
Confirmation Hearing, the Diocese and the Committee submit that the
Plan is in the best interests of, and provides the highest and most
expeditious recoveries to all parties including the Abuse Claimants
who hold Claims against the Debtor.
Under the Plan, holders of general unsecured claims will recover
100 cents on the dollar.
A copy of the Disclosure Statement explaining the terms of the Plan
is available at
https://www.pacermonitor.com/case/41015631/The_Norwich_Roman_Catholic_Diocesan_Corporation/1352
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. 21-20687) on July 15, 2021. The Debtor
estimated $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 as bankruptcy counsel and
Robinson & Cole, LLP as Connecticut counsel. Epiq Corporate
Restructuring, LLC is the claims and noticing agent.
DURO LEGACY: Case Summary & 16 Unsecured Creditors
--------------------------------------------------
Debtor: Duro Legacy HVAC, Inc.
CenTex Air
16333 S Great Oaks Drive Suite 101
Round Rock, TX 78681-3661
Case No.: 23-10615
Business Description: CenTex Air offers commercial HVAC Testing
Adjustment and Balancing in the Austin and
San Antonio areas for all size projects.
Chapter 11 Petition Date: August 9, 2023
Court: United States Bankruptcy Court
Western District of Texas
Debtor's Counsel: Frank B. Lyon, Esq.
FRANK B LYON
PO Box 50210
Austin TX 78763-0210
Phone: (512) 345-8964
Email: frank@franklyon.com
Total Assets: $205,552
Total Liabilities: $1,792,280
The petition was signed by Victor Olowu as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/PYVYFOQ/Duro_Legacy_HVAC_Inc__txwbke-23-10615__0001.0.pdf?mcid=tGE4TAMA
ENVISION HEALTHCARE: Court Approves AmSurg and EVPS Disclosures
---------------------------------------------------------------
Upon the motion of Envision Healthcare Corporation, et al., for
entry of an order approving the adequacy of the First Amended
Disclosure Statement for the First Amended Joint Chapter 11 Plan of
Reorganization of the AmSurg Debtors (the "AmSurg Disclosure
Statement") and the First Amended Disclosure Statement for the
First Amended Joint Chapter 11 Plan of Reorganization of the EVPS
Debtors and granting related relief, all as more fully set forth in
the Motion, ordered that:
Judge Christopher Lopez has entered an order approving AmSurg
Disclosure Statement and EVPS Disclosure Statement.
The Debtors are authorized to solicit, receive, and tabulate votes
to accept the Plans in accordance with the Solicitation and Voting
Procedures attached hereto as Schedule 2A and Schedule 2B, which
are hereby approved in their entirety.
The Plan confirmation schedule is approved as follows, subject to
modification as necessary:
* The Plan Supplement Deadline is 7 days prior to the Plan
Objection Deadline.
* The Voting Deadline will be on Sept. 6, 2023 at 4:00 p.m.,
prevailing Central Time.
* The Plan Objection Deadline will be on Sept. 6, 2023 at 4:00
p.m., prevailing Central Time.
* The Deadline to File Voting Report is two business days before
the Confirmation Hearing Date.
* The Confirmation Hearing Date will be on Sept. 14, 2023, at
10:00 a.m., prevailing Central Time.
About Envision Healthcare Corporation
Envision Healthcare Corporation -- http://www.EnvisionHealth.com/
-- is a national medical group that delivers physician and advanced
practice provider services, primarily in the areas of emergency and
hospitalist medicine, anesthesiology, radiology, teleradiology and
neonatology. As a leader in ambulatory surgical care, AMSURG holds
ownership in more than 250 surgery centers in 41 states and the
District of Columbia, with medical specialties ranging from
gastroenterology to ophthalmology and orthopedics. In total, the
medical group offers a differentiated suite of clinical solutions
on a national scale with a local understanding of communities,
creating value for health systems, payers, providers and patients.
On May 15, 2023, Envision and affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 23-90342). Envision reported $1 billion to $10
billion in both assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsels; Jackson Walker, LLP as
conflict counsel and co-counsel with Kirkland & Ellis; Alvarez &
Marsal North America, LLC as restructuring advisor; PJT Partners,
LP as investment banker; KPMG, LLP as tax consultant; and Deloitte
& Touche, LLP as independent auditor. Kroll Restructuring
Administration, LLC is the claims, noticing and solicitation
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by White & Case, LLP.
ENVISION HEALTHCARE: Court OKs Plan Confirmation for September
--------------------------------------------------------------
Emily Lever of Law360 reports that a Texas bankruptcy court
Wednesday, August 2, 2023, approved the disclosure statement and a
sped-up timeline for the Chapter 11 plan of Envision Healthcare, a
physician staffing company owned by private equity firm KKR,
setting a confirmation hearing for September over the objections of
creditors who said this wasn't enough time.
In the Debtors' proposed plan confirmation timeline, a hearing on
the Plan will be held on Sept. 13, 2023, with votes and objections
due on Sept. 6.
The Official Committee of Unsecured Creditors in the chapter 11
cases of Envision Healthcare note that the Debtors estimate the
percentage recovery to Holders of EVPS Unsecured Funded Debt Claims
and Holders of General Unsecured Claims at less than 1%.
Accordingly, the Committee urges unsecured creditors to vote to
REJECT the EVPS Plan and to OPT OUT of the releases for the reasons
set forth below, among others.
About Envision Healthcare Corporation
Envision Healthcare Corporation -- http://www.EnvisionHealth.com/
-- is a national medical group that delivers physician and advanced
practice provider services, primarily in the areas of emergency and
hospitalist medicine, anesthesiology, radiology, teleradiology and
neonatology. As a leader in ambulatory surgical care, AMSURG holds
ownership in more than 250 surgery centers in 41 states and the
District of Columbia, with medical specialties ranging from
gastroenterology to ophthalmology and orthopedics. In total, the
medical group offers a differentiated suite of clinical solutions
on a national scale with a local understanding of communities,
creating value for health systems, payers, providers and patients.
On May 15, 2023, Envision and affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 23-90342). Envision reported $1 billion to $10
billion in both assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsels; Jackson Walker, LLP as
conflict counsel and co-counsel with Kirkland & Ellis; Alvarez &
Marsal North America, LLC as restructuring advisor; PJT Partners,
LP as investment banker; KPMG, LLP as tax consultant; and Deloitte
& Touche, LLP as independent auditor. Kroll Restructuring
Administration, LLC is the claims, noticing and solicitation
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
White & Case LLP is lead bankruptcy counsel to the Committee. The
Committee also retained Force Ten Partners, LLC as its financial
advisor, Piper Sandler & Co. as
its investment banker, and Armstrong Teasdale, LLP as its conflicts
counsel.
ENVISION HEALTHCARE: Unsecureds Get $1.5M or 100% in AmSurg Plan
----------------------------------------------------------------
Envision Healthcare Corporation, et al., submitted a Second Amended
Joint Chapter 11 Plan of Reorganization of the AmSurg Debtors for
the resolution of the outstanding claims against, and equity
interests in, the AmSurg Debtors.
The AmSurg Debtors are AmSurg Holdco, LLC, and its direct and
indirect subsidiaries.
Under the Plan, Class 6 General Unsecured Claims against AmSurg
Debtors are impaired. It is expected that all ordinary-course trade
claims will be satisfied during the Chapter 11 Cases. Each holder
of an Allowed General Unsecured Claim against an AmSurg Debtor
shall receive its pro rata share of $1,500,000 in cash; provided,
that if the aggregate amount of Allowed General Unsecured Claims
against the AmSurg Debtors is less than $1,500,000, then each
holder of an Allowed General Unsecured Claim against an AmSurg
Debtor shall receive, at the option of the Reorganized AmSurg
Debtors, with the consent of the Required Consenting AmSurg Second
Lien Term Lenders:
(i) payment in full in Cash;
(ii) reinstatement pursuant to section 1124 of the Bankruptcy
Code; or
(iii) such other treatment rendering such Claim unimpaired.
On or before the Effective Date, the applicable AmSurg Debtors or
the Reorganized AmSurg Debtors, as applicable, shall enter into and
shall take all actions set forth in, and in accordance with, the
Restructuring Transactions Memorandum, the Tax Separation Agreement
and the Separation Memorandum and shall take any actions as may be
necessary or appropriate to effectuate the Restructuring
Transactions, including as set forth in this AmSurg Plan, the
AmSurg Plan Supplement, and the EHC ASC Debtors SPA, as applicable,
and subject to the AmSurg Restructuring Support Agreement and the
AmSurg Restructuring Term Sheet. The actions to implement the
Restructuring Transactions shall include: (1) the execution and
delivery of appropriate agreements or other documents of merger,
amalgamation, consolidation, restructuring, conversion,
disposition, transfer, arrangement, continuance, dissolution, sale,
purchase, or liquidation containing terms that are consistent with
the terms of this AmSurg Plan and that satisfy the applicable
requirements of applicable Law and any other terms to which the
applicable Entities may agree; (2) the execution and delivery of
appropriate instruments of transfer, assignment, assumption, or
delegation of any asset, property, right, liability, debt, or
obligation on terms consistent with the terms of this AmSurg Plan
and having other terms for which the applicable parties agree; (3)
the filing of appropriate certificates or articles of
incorporation, formation, reincorporation, merger, consolidation,
conversion, amalgamation, arrangement, continuance, or dissolution
pursuant to applicable Law; (4) the execution and delivery of the
documents related to the AmSurg Exit Facilities and the AmSurg
Backstop Commitment Agreement to the extent not already executed
and delivered; (5) pursuant to the AmSurg Rights Offering Documents
and the AmSurg Backstop Commitment Agreement, the implementation of
the AmSurg Rights Offering, the distribution of AmSurg Subscription
Rights to the AmSurg Rights Offering participants, the issuance or
payment of the AmSurg Backstop Premium in connection therewith, and
the issuance of Reorganized AmSurg Parent New Common Equity in
connection therewith; (6) the issuance of the Reorganized AmSurg
Parent New Common Equity as otherwise provided under this AmSurg
Plan; (7) the execution and delivery of the New Reorganized AmSurg
Debtors Organizational Documents (including all actions to be
taken, undertakings to be made, and obligations to be incurred and
fees and expenses to be paid by the AmSurg Debtors and/or the
Reorganized AmSurg Debtors, as applicable); (8) the execution and
delivery of the EHC ASC Debtors SPA and any filings related thereto
to the extent not already executed and delivered and the
implementation and closing of the EHC ASC Debtors Sale Transaction,
to the extent applicable; (9) the payment of any and all other
fees, expenses, or premiums payable in connection with the
Transaction Expenses; and (10) all other actions that the
applicable Entities determine to be necessary, including making
filings or recordings that may be required by applicable Law in
connection with this AmSurg Plan. The AmSurg Confirmation Order
shall, and shall be deemed to, pursuant to sections 363 and 1123 of
the Bankruptcy Code, authorize, among other things, all of the
foregoing and all actions as may be necessary or appropriate to
effect any transaction described in, contemplated by, or necessary
to effectuate this AmSurg Plan and the AmSurg Plan Supplement,
including any and all actions required to be taken under applicable
non-bankruptcy Law. On the Effective Date or as soon as reasonably
practicable thereafter, the Reorganized Debtors, as applicable,
shall issue all securities, notes, instruments, certificates, and
other documents required to be issued pursuant to the Restructuring
Transactions.
On the Effective Date, the board of directors of Reorganized AmSurg
Parent shall be established, and the Reorganized AmSurg Debtors
shall adopt the New Reorganized AmSurg Debtors Organizational
Documents. The Reorganized AmSurg Debtors shall be authorized to
adopt any other agreements, documents, and instruments and to take
any other actions contemplated under this AmSurg Plan as necessary
to consummate this AmSurg Plan. Cash payments to be made pursuant
to this AmSurg Plan will be made by the AmSurg Debtors or
Reorganized AmSurg Debtors, as applicable. The AmSurg Debtors and
Reorganized AmSurg Debtors will be entitled to transfer funds
between and among themselves as they determine to be necessary or
appropriate to enable the AmSurg Debtors or Reorganized AmSurg
Debtors, as applicable, to satisfy their obligations under this
AmSurg Plan. Except as set forth herein, any changes in
intercompany account balances resulting from such transfers will be
accounted for and settled in accordance with the AmSurg Debtors'
historical intercompany account settlement practices and will not
violate the terms of this AmSurg Plan.
From and after the Effective Date, the Reorganized AmSurg Debtors
shall have the right and authority without further order of the
Bankruptcy Court to raise additional capital and obtain additional
financing, subject to the New Reorganized AmSurg Debtors
Organizational Documents, as the boards of directors of the
applicable Reorganized AmSurg Debtors deem appropriate.
The AmSurg Debtors and the Reorganized AmSurg Debtors, as
applicable, will fund distributions under this AmSurg Plan with:
(1) Cash on hand, including Cash from operations; (2) the proceeds
of the AmSurg Rights Offering; (3) AmSurg Subscription Rights; (4)
the issuance of Reorganized AmSurg Parent New Common Equity; and
(5) the proceeds of the AmSurg Exit Facilities.
The AmSurg Debtors or Reorganized AmSurg Debtors, as applicable,
will use Cash on hand, if any, to fund distributions to certain
holders of Claims in accordance with the terms hereof.
Co-Counsel to the Debtors:
Matthew D. Cavenaugh, Esq.
Rebecca Blake Chaikin, Esq.
Vienna Anaya, Esq.
Javier Gonzalez, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
E-mail: rchaikin@jw.com
vanaya@jw.com
jgonzalez@jw.com
- and -
Edward O. Sassower, Esq.
Nicole L. Greenblatt, Esq.
Joshua A. Sussberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: esassower@kirkland.com
jsussberg@kirkland.com
ngreenblatt@kirkland.com
- and -
John R. Luze, Esq.
Annie L. Dreisbach, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: john.luze@kirkland.com
annie.dreisbach@kirkland.com
A copy of the Disclosure Statement dated August 2, 2023, is
available at bit.ly/3Kr5W1X from Kroll, the claims agent.
About Envision Healthcare Corporation
Envision Healthcare Corporation -- http://www.EnvisionHealth.com/
-- is a national medical group that delivers physician and advanced
practice provider services, primarily in the areas of emergency and
hospitalist medicine, anesthesiology, radiology, teleradiology and
neonatology. As a leader in ambulatory surgical care, AMSURG
holds
ownership in more than 250 surgery centers in 41 states and the
District of Columbia, with medical specialties ranging from
gastroenterology to ophthalmology and orthopedics. In total, the
medical group offers a differentiated suite of clinical solutions
on a national scale with a local understanding of communities,
creating value for health systems, payers, providers and patients.
On May 15, 2023, Envision and affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 23-90342). Envision reported $1 billion to $10
billion in both assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis
International, LLP as bankruptcy counsels; Jackson Walker, LLP as
conflict counsel and co-counsel with Kirkland & Ellis; Alvarez &
Marsal North America, LLC as restructuring advisor; PJT Partners,
LP as investment banker; KPMG, LLP as tax consultant; and Deloitte
& Touche, LLP as independent auditor. Kroll Restructuring
Administration, LLC is the claims, noticing and solicitation
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by White & Case, LLP.
ENVISION HEALTHCARE: Unsecureds to Get Less Than 1% in EVPS Plan
----------------------------------------------------------------
Enterprise Parent Holdings Inc. and its direct and indirect
subsidiaries, other than the AmSurg Debtors (each, an "EVPS
Debtor," and collectively, the "EVPS Debtors,") filed a Disclosure
Statement in connection with the solicitation of votes for
acceptance of the EVPS Plan, dated June 29, 2023.
The COVID-19 pandemic left in its wake a nationwide healthcare
labor shortage directly affecting the healthcare services sector as
many part-time and retirement-age clinicians exited the workforce.
This has created significant upward pressure on clinician wages and
salaries, along with the general inflationary pressure increasing
the cost of equipment and other supplies necessary to run
Envision's ambulatory surgery centers. Consistent with Envision's
ongoing commitment to high quality patient care and to ensuring
access to services, Envision has increased clinician wages to a
competitive level in line with the post-COVID "new normal," paying
what is necessary to ensure that its facilities had all of the
equipment and supplies needed to deliver necessary and life-saving
care. Increases to clinician wages and premium labor spend to
ensure all facilities were adequately staffed totaled approximately
$330 million annually as compared to 2019 spend. While overall
inflationary pressures have eased, the market for clinician
services continues to be extremely competitive as the nationwide
clinician shortage continues, including a shortage of
anesthesiologists and radiologists.
Envision undertook wide-ranging and proactive efforts to weather
the storm. These efforts included, but were not limited to:
* more than $300 million in one-time savings efforts;
* divesting three non-strategic assets since early 2020 for
approximately $280 million;
* revenue cycle improvements of more than $150 million;
* proactively extending good faith offers, grounded in industry
benchmarks and arbitration results, to insurers representing over
80% of Envision's non-contracted volume;
* executing 11 new contracts to move 55% of our non-contracted
business (excluding our largest payor) in-network;
* restructuring health system arrangements to share in the risk
of payor underpayment, worth more than $300 million in annual
incremental revenue;
* submitting 117,000 claims to the federal arbitration process,
with a win rate above 80%;
* filing multiple lawsuits to address the most egregious payor
behavior;
* advocating with lawmakers and regulatory agencies for more
rigorous payor oversight;
* exiting non-core, subscale geographies; and
* achieving approximately $50 million in annual cost reduction.
Through these efforts, Envision was able to navigate the
devastating and immediate effects of the pandemic while maintaining
high-quality patient care. Further, the Consenting Sponsors have
deferred collection of its management fees from Envision since
2020, allowing the Company to invest additional amounts in these
efforts. Despite these efforts, in late 2021 and early 2022, the
Company realized that it required more time and liquidity for its
initiatives to mature and for the implementation issues related to
the No Surprises Act to resolve in the face of a declining cash
balance. The management team and board of directors remained
confident in the long-term value of the business: patient demand
was steady, the need for clinicians to provide care had not
changed, and hospitals continued to benefit from Envision's support
in providing high quality, efficient clinical and management
services. To afford the Company the runway to continue implementing
these important initiatives, the management team and board of
directors, working with the Company's advisors, Kirkland & Ellis
LLP ("K&E"), PJT Partners LP ("PJT"), and Alvarez & Marsal North
America, LLC ("A&M"), began to explore potential
liquidity-enhancing and deleveraging transactions in late 2021.
In the following months, Envision, with the assistance of K&E, PJT,
and A&M, marketed various potential financing transactions to third
parties and existing lenders in an effort to raise additional
liquidity. The transactions considered included financing options,
including a designation of the ambulatory surgical center business,
as well as financing for other portions of the business or the
Company as a whole. Envision was hopeful that it would reach the
terms of a consensual deal with existing lenders but was ultimately
unable to reach agreement on the terms of a transaction in
connection with the April 2022 transactions. Unable to reach
agreement on a transaction with its existing lenders, Envision
consummated a financing with prospective lenders who were primarily
interested in funding additional debt secured by the AmSurg segment
of the Company. In what would be the first of a series of
liquidity-enhancing and deleveraging transactions consummated
between April and August 2022, Envision designated certain entities
owning interests in ambulatory surgical centers ("ASCs") as
unrestricted subsidiaries, in strict compliance with the relevant
debt documents. For fiscal year 2021, the designated entities
generated approximately 83% of the ambulatory surgical center
business EBITDA, and the entities not designated, which remained as
obligors under the existing funded debt of Envision Healthcare
Corporation, generated approximately 17% of the ambulatory surgical
center business. Envision thereafter raised $1.1 billion in new
money first lien indebtedness and completed an exchange of
approximately $2.0 billion of existing debt (into approximately
$1.4 billion of AmSurg second lien debt) against those assets,
resulting in the capture of approximately $600 million in discount.
As a result of the AmSurg second lien exchange transactions,
AmSurg, LLC extended a $1.4 billion intercompany term loan to
Envision Healthcare Corporation, which remains outstanding today.
Following the AmSurg transaction, Envision Healthcare Corporation
subsequently completed a series of financing and uptier
transactions against its remaining Envision Healthcare Corporation
assets with previously non-participating term lenders. These
transactions resulted in $300 million of additional new money (the
new "first out" term loans) and the conversion of $3.7 billion of
existing term loans into the "second out" and "third out" tranches.
The non-participating loans remained in a "fourth out" tranche.
The 2022 liability management transactions effectively created two
capital structures: the AmSurg silo capital structure (which
includes the entities owning interests in ASCs that were designated
as unrestricted subsidiaries and related operations) and the EHC
silo capital structure (which includes Envision's Physician
Services business plus entities owning interests in ASCs that were
not designated as unrestricted subsidiaries and related
operations). The 2022 liability management transactions captured
over $1 billion in discount, raised approximately $1.4 billion in
new money, and extended the maturity on over 97% of the Company's
existing revolving and term loans. The transactions were designed
to provide runway to allow health plan revenue to normalize and
time to address industry headwinds and continue operations through
2025 without interruption. And of course, the focus remained on
ensuring continuity of high-quality patient care.
Regrettably, despite Envision's initiatives, the lingering impacts
from COVID-19 on volume and labor costs, the delays resulting from
tactics and recalcitrance by Envision's largest insurance payors,
and the ongoing regulatory uncertainty caused by the flawed
implementation of the No Surprises Act proved too much. Envision,
with the assistance of its advisors, determined that it faced an
insurmountable mismatch between its cash generation from operations
and its balance sheet and fixed costs. Faced with this reality,
Envision had no choice but to assess its options and consider a
comprehensive deleveraging transaction designed to, among other
things, right-size its balance sheet and rationalize its operations
and structure. Accordingly, in late 2022, Envision reengaged K&E,
PJT, and A&M to explore more comprehensive strategic alternatives.
In March 2023, Envision -- with the assistance of K&E, PJT, and A&M
-- initiated discussions and engaged with certain key financial
stakeholder groups, including lenders under the AmSurg Second Lien
Term Loan and an ad hoc group of lenders under a senior secured
term loan facility in an aggregate principal amount of $5.45
billion (the "Envision Term Loan Facility" and the loans extended
thereunder, the "Envision Term Loans"). Envision's equity sponsor,
funds and accounts managed by Kohlberg Kravis Roberts & Co., L.P.,
(the "Consenting Sponsors"), which own 99.67 percent of the equity
in Debtor Enterprise Parent Holdings, Inc., were also actively
involved in these restructuring discussions. Following the initial
engagement with the AmSurg Lender Group and an ad hoc group of
lenders under the Envision Term Loan Facility (the "Envision Ad Hoc
Group"), Envision and its advisors expanded to include the fiveyear
asset-based revolving credit facility with aggregate borrowing
capacity of up to $550.0 million (the "Envision ABL Facility") and
AmSurg Revolving Credit Facility agents and certain lenders under
the AmSurg First Lien Credit Facilities. Envision also has
approximately $938.9 million in unsecured notes. Envision was also
in contact with an ad hoc group of noteholders, and these
conversations continued. Given the two distinct debt silos created
by the 2022 transactions, these negotiations resulted in two
separate restructuring support agreements, the AmSurg Restructuring
Support Agreement, executed with certain lenders in the AmSurg
silo, and the EVPS Restructuring Support Agreement executed with
certain lenders in the EHC silo (together, the "Restructuring
Support Agreements").
The Restructuring Support Agreements contemplate a comprehensive
balance sheet restructuring that will substantially reduce leverage
and allow Envision and AmSurg flexibility to separately navigate
the current business and operational environment. Specifically,
Envision's ultimate parent company, Envision Healthcare
Corporation, will sell the entities owning interests in ASCs that
had not previously been designated as unrestricted subsidiaries as
part of the April 2022 transaction to the AmSurg Debtors for $300
million. In addition, subject to consummation of the EHC ASC
Debtors Sale Transaction, the holder of the Intercompany Loan
Claims shall agree not to participate in, or receive, any recovery
on account thereof in the EVPS Plan, and the Intercompany Loan
Claims shall be discharged in accordance with the EVPS Plan. As a
result of the EHC ASC Debtors Sale Transaction, 100% of the
ambulatory surgical center business will be consolidated in the
AmSurg silo and the Physician Services business on the EHC silo
will receive a sufficient influx of cash to fund its go-forward
business plan. Following the restructuring, the ambulatory surgical
center and Physician Services businesses will be separately owned
and managed, respectively. Overall, these transactions will result
in a deleveraging of approximately $7.4 billion, including secured
intercompany loans. The Restructuring Support Agreements encompass
support across the EVPS Debtors' capital structure, including
approximately 87% and 83% of the "first out" and "second out"
Envision Term Loans, respectively. Holders of senior secured claims
under the AmSurg RCF Facility and the AmSurg First Lien Facility
will be paid in full or, in the case of claims under the AmSurg RCF
Facility, such other treatment as is permissible under the
Bankruptcy Code to satisfy such Claim in full that is acceptable to
the Required Consenting AmSurg RCF Lenders, and are supportive of
the EVPS Debtors' use of cash collateral during these cases in
accordance with the terms of the applicable Cash Collateral Orders.
The EVPS Debtors have commenced these chapter 11 cases to implement
the restructuring transactions supported by these stakeholders. On
May 15, 2023, the EVPS Debtors filed voluntary petitions for relief
under chapter 11 of title 11 of the United States Code in the
United States Bankruptcy Court for the Southern District of Texas.
In parallel with engaging with key stakeholders, Envision engaged
Goldman Sachs & Co. LLC ("Goldman") in January 2023 to explore a
potential sale of the ambulatory surgical center business (i.e.,
100% of the ASCs). Goldman worked with the Company to identify
several potential purchasers, but the Company ultimately elected to
pursue a transaction to restructure pursuant to the Restructuring
Support Agreements. As with the EVPS Debtors' response to the
unprecedented challenges faced since 2020, Envision's proactive
planning enables Envision to maximize value for all of its
stakeholders. Most important, the EVPS Planning positions Envision
to provide continued and uninterrupted support for our affiliated
physicians. The EVPS Debtors sought a range of relief at the outset
of these chapter 11 cases to ensure that these functions are not
affected in any respect.
Despite the market and regulatory challenges, Envision continues to
believe in its business and its mission. EVPS, which primarily
provides management services to affiliated medical groups, remain
sound, and the services provided by the segment continue to be
vital to millions of individuals and numerous medical groups across
the United States. As rates continue to stabilize in the wake of
the No Surprises Act, Envision expects its businesses to normalize
in the coming years because of its leading clinical outcomes and
the stable, but growing, demand for associated services. Envision
expects to emerge as a financially healthier enterprise, while
continuing the critical mission of providing high quality patient
care when and where it is needed most. Given the strength of the
EVPS Debtors' asset base, future potential, and the committed
support of the Consenting Stakeholders, the EVPS Debtors are
confident that they can implement the Restructuring Transactions
contemplated by the EVPS Plan and EVPS Restructuring Support
Agreement to ensure the EVPS Debtors' long-term viability. For
these reasons, the EVPS Debtors strongly recommend that holders of
Claims entitled to vote to accept or reject the EVPS Plan vote to
accept the EVPS Plan.
Under the Plan, Class 6 EVPs Unsecured Funded Debt Claims total
$1,806,555,000 and will recover less than 1 percent of their
claims. Except to the extent that a holder of an EVPS Unsecured
Funded Debt Claim agrees to less favorable treatment of its Allowed
Claim, in full and final satisfaction, settlement, release, and
discharge and in exchange for each Allowed EVPS Unsecured Funded
Debt Claim, on the Effective Date, each holder of an Allowed EVPS
Unsecured Funded Debt Claim shall receive: (a) to the extent
holders of Allowed EVPS Unsecured Funded Debt Claims vote as a
class to accept the EVPS Plan, its Pro Rata share of the New
Warrants; provided that holders of Allowed Intercompany Loan Claims
waive their right to and shall not receive any such recovery on the
Effective Date; or (b) to the extent holders of Allowed EVPS
Unsecured Funded Debt Claims vote as a class to reject the EVPS
Plan, no recovery and such Allowed EVPS Unsecured Funded Debt
Claims shall be cancelled, released, and extinguished without any
distribution. Provided that, for the avoidance of doubt, holders of
pari passu Allowed Intercompany Loan Claims waive their right to
and shall not receive any such recovery on the Effective Date.
Class 6 is impaired.
Class 8 General Unsecured Claims against EVPS Debtors total
$141,265,000 plus an estimated $1,399,152,000 in unsecured
deficiency claims on account of the EVPS Second-Out Term Loan
Claims and will recover less than 1 percent of their claims. Except
to the extent that a holder of an Allowed General Unsecured Claim
against EVPS Debtors agrees to less favorable treatment of its
Allowed Claim, in full and final satisfaction, settlement, release,
and discharge and in exchange for each Allowed General Unsecured
Claim against EVPS Debtors, on the Effective Date, each holder of
an Allowed General Unsecured Claim against the EVPS Debtors shall
receive: (a) to the extent holders of Allowed General Unsecured
Claims against the EVPS Debtors vote as a class to accept the EVPS
Plan, its pro rata share of $1,000,000; or (b) to the extent
holders of Allowed General Unsecured Claims against the EVPS
Debtors vote as a class to reject the EVPS Plan, no recovery and
such Allowed General Unsecured Claim against the EVPS Debtors shall
be cancelled, released, and extinguished without any distribution.
Class 8 is impaired.
The EVPS Debtors and the Reorganized EVPS Debtors, as applicable,
shall fund distributions under the EVPS Plan with: (1) Cash on
hand, including Cash from operations and the proceeds of the EHC
AmSurg Debtors Sale Transaction and the proceeds of the Amended and
Restated EVPS ABL Facility (if any); (2) the Reorganized Envision
Parent New Common Stock; (3) the issuance of the Exit Term Loans
under the Exit Term Loan Credit Facility; and (4) the issuance of
New Warrants, as applicable.
The EVPS Debtors or Reorganized EVPS Debtors, as applicable, will
use Cash on hand, if any, to fund distributions to certain holders
of Claims in accordance with the terms of the EVPS Plan.
The voting deadline is Sept. 6, 2023, at 4:00 p.m., prevailing
Central Time.
Co-Counsel to the Debtors:
Matthew D. Cavenaugh, Esq.
Rebecca Blake Chaikin, Esq.
Vienna Anaya, Esq.
Javier Gonzalez, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
E-mail: rchaikin@jw.com
vanaya@jw.com
jgonzalez@jw.com
- and -
Edward O. Sassower, Esq.
Nicole L. Greenblatt, Esq.
Joshua A. Sussberg, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
E-mail: esassower@kirkland.com
jsussberg@kirkland.com
ngreenblatt@kirkland.com
- and -
John R. Luze, Esq.
Annie L. Dreisbach, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Telephone: (312) 862-2000
Facsimile: (312) 862-2200
E-mail: john.luze@kirkland.com
annie.dreisbach@kirkland.com
A copy of the Disclosure Statement dated August 2, 2023, is
available at https://tinyurl.ph/BsPSB from kroll, the claims
agent.
About Envision Healthcare Corporation
Envision Healthcare Corporation -- http://www.EnvisionHealth.com/
-- is a national medical group that delivers physician and advanced
practice provider services, primarily in the areas of emergency and
hospitalist medicine, anesthesiology, radiology, teleradiology and
neonatology. As a leader in ambulatory surgical care, AMSURG holds
ownership in more than 250 surgery centers in 41 states and the
District of Columbia, with medical specialties ranging from
gastroenterology to ophthalmology and orthopedics. In total, the
medical group offers a differentiated suite of clinical solutions
on a national scale with a local understanding of communities,
creating value for health systems, payers, providers and patients.
On May 15, 2023, Envision and affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Lead Case No. 23-90342). Envision reported $1 billion to $10
billion in both assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Kirkland & Ellis, LLP and Kirkland &
Ellis International, LLP as bankruptcy counsels; Jackson Walker,
LLP as conflict counsel and co-counsel with Kirkland & Ellis;
Alvarez & Marsal North America, LLC as restructuring advisor;
PJT Partners, LP as investment banker; KPMG, LLP as tax consultant;
and Deloitte & Touche, LLP as independent auditor. Kroll
Restructuring Administration, LLC is the claims, noticing and
solicitation agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11
cases. The committee is represented by White & Case, LLP.
FOUR SEASONS: S&P Upgrades ICR to 'BB+', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its issuer rating on Four Seasons
Holdings Inc. to 'BB+' from 'BB'. S&P also raised its issue level
rating on the company's $846 million term loan to 'BBB-' from
'BB+'.
S&P said, "The stable outlook reflects our expectation that strong
leisure travel demand, resilient U.S. revenue per available room
(RevPAR), and a recovery across key non-U.S. international markets
will enable the company to sustain net lease-adjusted debt to
EBITDA well below 4x and EBITDA coverage of interest above 3x
through 2024 incorporating potential volatility over the economic
cycle, leveraging transactions, or special distributions to
owners.
"The upgrade to 'BB+' reflects our expectation that Four Seasons
will sustain net leverage well below 4x supported by continued
strength in U.S. RevPAR and recovery within its international
markets, as well as our belief that Four Seasons has built in ample
cushion to weather unanticipated leveraging transactions.
"Demand for Four Seasons luxury hotels has not waned this year as
we had assumed given high inflation and a potentially weaker
economic outlook. Systemwide occupancy at Four Seasons resorts has
not fully recovered to pre-pandemic levels, but it has increased
through the first half of 2023 with international markets
experiencing sizeable gains, especially in the Asia Pacific region,
as China's reopening led to a surge in travel. Meanwhile, average
daily rate (ADR) in many of these markets is surging upon
reopening, similar to trends experienced within the U.S. throughout
the summer of 2022. As a result, we expect systemwide RevPAR growth
at Four Seasons of 10%-15% in 2023 driven by high single-digit
growth in occupancy and modest gains in ADR, and that our measure
of Four Seasons' lease-adjusted net debt to EBITDA will be about 1x
in 2023. Furthermore, we expect incremental leverage reduction in
2024 absent a leveraging transaction, such as M&A or shareholder
distributions. Despite very low debt to EBITDA and the planned
reduction in the interest rate on the term loan, the large term
loan results in a high interest burden and consequently weaker
interest coverage of 3.5x-4x through 2024 compared to leverage. The
company is fully hedged against interest rate changes. While we no
longer forecast a U.S. recession within the next 12 months,
leverage and coverage at these levels should enable Four Seasons to
absorb the potential impact of significant operating variability
over an economic cycle at a 'BB+' issuer credit rating. However,
the luxury segment of the global hotel industry is typically
volatile over the economic cycle, increasing the possibility of
cash flow and leverage measures that underperform our current base
case assumptions.
"Much of the improvement in Four Seasons credit metrics has been
due to the buildup of excess cash on its balance sheet. As of March
31, 2023, the company had approximately $497.4 million in cash and
short-term investments and under our revised base case forecast in
2023, we expect cash at fiscal year-end could be around $600
million, which is substantially higher than it held pre-pandemic.
We expect Four Seasons to continue to invest in its technology and
to maintain its investments in new contracts; however, these
investments will largely be funded by cash from operations.
Although unlikely given the controlling owner's track record, the
most significant risk in the next few years outside of a steep and
unanticipated recession, would be an unexpected large shareholder
distribution. Nonetheless, we expect the company could withstand a
substantial distribution, keeping sufficient cash to fund the
business, while maintaining leverage at or below our 4x downgrade
threshold, which supports our stable outlook.
"Four Seasons has no leverage policy, which could cause credit
measures to worsen compared to our base case assumptions if the
company engages in leveraging transactions.
"Cascade Investment LLC (Cascade; not rated) owns more than 70% of
issued and outstanding shares of Four Seasons. The company does not
have a formal leverage policy commitment and we do not anticipate
this to change. As a result, it is possible the company could
engage in a leveraging transaction for an investment or for a
distribution to owners in some form. Four Seasons has not made a
distribution since 2020 and no distributions are incorporated into
our base case. Nonetheless, given our forecast for Four Seasons
lease adjusted debt to EBITDA in 2023 to be around 1x, we believe
the company would sustain leverage under our 4x downgrade threshold
at the 'BB+' rating level incorporating unanticipated leveraging
transactions."
Four Seasons' asset-light hotel management model allows it to
generate a high EBITDA margin and stable cash flows under normal
economic circumstances and mitigates RevPAR declines in economic
downturns.
Four Seasons' business risks are partially mitigated by its good
global geographic diversity, its significant RevPAR premium
compared with the luxury hotel segment average, and its long-term
management contracts. In addition, S&P believes Four Seasons will
retain its ability to attract hotel owners and developers to its
geographically diverse portfolio and strong brand. Four Seasons
hotel management business generates very high EBITDA margin under
normal economic circumstances and its margin has improved since
recovering from the pandemic as leisure travel demand surged in
2022, its hotels are generating very high ADR compared to
historical levels, and the company sold the remaining owned and
leased hotels from its portfolio in 2020. S&P's base case assumes
EBITDA margin could be in the low- to mid-60% area in through 2024.
The company also has good geographic diversity with more than 126
hotels in over 47 countries.
Partially offsetting these strengths is Four Seasons' reliance on a
single brand; the sensitivity of the travel and leisure industry to
global political, financial, and health events; and traditionally
high luxury segment RevPAR volatility over the lodging cycle.
S&P said, "The stable outlook reflects our expectation that
resilient leisure travel demand and U.S. RevPAR, and a recovery
across Four Seasons international markets will enable the company
to sustain net lease-adjusted debt to EBITDA well below 4x and
EBITDA coverage of interest above 3x through 2024 incorporating
potential volatility over the economic cycle, leveraging
transactions, or special distributions to owners.
"We could lower the rating if there is an unexpected reversal in
luxury travel and hotel demand such that RevPAR and EBITDA begin to
deteriorate in 2023 and 2024 or if Four Seasons incurs more
incremental debt and leverage than we assume in our base case in a
manner that causes the company's lease-adjusted net debt to EBITDA
to be sustained above 4x and EBITDA coverage of interest below 3x.
"An upgrade on the company is unlikely at this time given our lack
of clarity regarding Four Seasons and controlling owner Cascade's
financial policy. Nonetheless, we could raise our rating if we
expected Four Seasons would sustain and commit to adjusted leverage
below 3x and EBITDA coverage of above 6x.
"Health and safety factors are a moderately negative consideration
in our credit rating analysis of Four Seasons and are exemplified
by the unprecedented decline in systemwide RevPAR due to the
pandemic, at which time global hotel occupancy declined
precipitously and as a result Four Seasons EBITDA declined by over
70%. Although the COVID pandemic was a rare and extreme disruption,
health and safety will remain an ongoing risk factor in our
analysis of Four Seasons. Although the company's hotel management
model, cost cutting, and fees from residential condominium sales
enabled it to moderate the harm to its EBITDA margin from the
pandemic, the company faced unprecedented declines in RevPAR and
hotel management fees, which led to a material spike in leverage."
FR BR HOLDINGS: S&P Lowers ICR to 'CCC-' on Refinancing Risk
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on FR BR
Holdings LLC (FR BR) to 'CCC-' from 'CCC'. At the same time, S&P
lowered the issue-level rating on its senior secured term loan to
'CCC-' from 'CCC'. The '3' recovery rating remains unchanged.
The ratings remain on CreditWatch with developing implications to
reflect the uncertainty around the refinancing of its term loan B.
The downgrade reflects the heightened refinancing risk related to
the upcoming maturity on its $460 million term loan B. FR BR has a
highly leveraged capital structure with a forecasted adjusted debt
to EBITDA of around 8.0x for 2023. S&P said, "We also forecast the
company will have limited cushion to its financial covenant and
expect its interest coverage to be about 1.1x-1.2x for the rest of
2023. As of March 31, 2023, the company had approximately $2
million of cash on hand. We believe FR BR could face challenges in
successfully refinancing its upcoming debt maturity at satisfactory
terms. It does not have sufficient liquidity to repay its term loan
without external capital support and we view the timing of any
transaction as uncertain at this time."
S&P said, "The CreditWatch developing implication reflects the
uncertainty of the timing of FR BR's refinancing of its term loan B
due Dec. 14, 2023. We could lower the rating if FR BR fails to
refinance the term loan B prior to the maturity date or conducts a
transaction that we consider a distressed debt restructuring.
Alternatively, if FR BR improves its liquidity and addresses its
refinancing risk without pursuing a distressed debt transaction
prior to the maturity date, we could consider a multiple-notch
upgrade, up to 'B-'."
G&S FAMILY: Michelle Steele Named Subchapter V Trustee
------------------------------------------------------
The Acting U.S. Trustee for Region 4 appointed Michelle Steele as
Subchapter V trustee for G&S Family, LLC.
Ms. Steele will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Steele declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Michelle Steele
3818 MacCorkle Avenue
Charleston, WV 25304
Phone: 304-553-2294
Email: michellesteele4@hotmail.com
About G&S Family
G&S Family, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 23-00349) on July
26, 2023, with $500,001 to $1 million in assets and $500,001 to $1
million in liabilities.
Joseph W. Caldwell, Esq., at Caldwell & Riffee represents the
Debtor as legal counsel.
GENESIS GLOBAL: DGC Probe Probe Grows as NYAG Seeks Info
--------------------------------------------------------
Ava Benny-Morrison and Erik Larson of Bloomberg News report that
Barry Silbert's crypto empire, Digital Currency Group, is facing
another probe into its financial dealings with subsidiary Genesis
Global Capital — this time by New York state's top law
enforcement officer, according to two people familiar with the
investigation.
In recent months, New York Attorney General Letitia James's office
has requested information from former executives of Genesis, a
cryptocurrency lender that filed for bankruptcy in January, said
the people, who asked not to be identified because the inquiry had
not been made public.
About Genesis Global
Genesis Global Holdco, LLC, through its subsidiaries, and Global
Trading, Inc., provide lending and borrowing, spot trading,
derivatives and custody services for digital assets and fiat
currency.
Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE.
LTD. (GAP) provide lending and borrowing, spot trading, derivatives
and custody services for digital assets and fiat currency. Genesis
Global Holdco, LLC owns 100% of GGC and GAP.
Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are
pending before the Honorable Sean H. Lane.
At the time of the filing, Genesis Holdco reported $100 million to
$500 million in both assets and liabilities.
Genesis Holdco is a sister company of Genesis Global Trading, Inc.
("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG").
GGT, DCG and certain of the Holdco subsidiaries are not included in
the Chapter 11 filings. The non-debtor subsidiaries include Genesis
UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong
Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody
Limited ("GCL"), GGC International Limited ("GGCI"), GGA
International Limited, Genesis Global Markets Limited, GSB 2022 II
LLC, GSB 2022 III LLC and GSB 2022 I LLC.
The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as
bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez
& Marsal Holdings, LLC as financial advisor; and Moelis & Company,
LLC as investment banker. Kroll Restructuring Administration, LLC
is the Debtors' claims and noticing agent and administrative
advisor.
The ad hoc group of creditors is represented by Kirkland & Ellis,
LLP and Kirkland & Ellis International, LLP. The ad hoc group of
Genesis lenders is represented by Proskauer Rose, LLP.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped White & Case, LLP as bankruptcy counsel; Houlihan
Lokey Capital, Inc., as investment banker; Berkeley Research Group,
LLC as financial advisor; and Kroll as information agent.
IBIO INC: Signs $10M Stock Purchase Agreement With Lincoln Park
---------------------------------------------------------------
iBio, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it entered into a purchase agreement,
dated as of Aug. 4, 2023, with Lincoln Park Capital Fund, LLC,
pursuant to which, under the terms and subject to the satisfaction
of specified conditions set forth therein, the Company may sell to
Lincoln Park up to $10.0 million (subject to certain limitations)
of the Company's common stock, par value $.001 per share, from time
to time during the term of the Purchase Agreement.
Additionally, on Aug. 4, 2023, the Company entered into a
registration rights agreement, dated as of Aug. 4, 2023, with
Lincoln Park., pursuant to which the Company agreed to file a
registration statement with the Securities and Exchange Commission,
to register under the Securities Act of 1933, as amended, the
resale by Lincoln Park of shares of Common Stock that have been or
may be issued and sold by the Company to Lincoln Park under the
Purchase Agreement. The Company cannot sell any shares of Common
Stock to Lincoln Park under the Purchase Agreement until such time
that all of the conditions to Lincoln Park's purchase obligation
set forth in the Purchase Agreement, including that the resale
registration statement that the Company is required to file with
the SEC under the Registration Rights Agreement is declared
effective by the SEC and a final prospectus relating thereto is
filed with the SEC.
Beginning on the Commencement Date and for a period of up to 24
months thereafter, under the terms and subject to the conditions of
the Purchase Agreement, from time to time, at the Company's
discretion, the Company has the right, but not the obligation, to
sell to Lincoln Park, and Lincoln Park is obligated to purchase, up
to $10 million of shares of Common Stock, subject to certain
limitations set forth in the Purchase Agreement. Specifically,
from time to time from and after the Commencement Date, the Company
may, at its discretion, on any single business day on which the
closing price of the common stock on the NYSE American is equal to
or greater than $0.15, by written notice delivered to Lincoln Park,
direct Lincoln Park to purchase up to 100,000 shares of Common
Stock on such business day, at a purchase price per share that will
be determined and fixed in accordance with the Purchase Agreement
at the time the Company delivers such written notice to Lincoln
Park; provided, however, that the maximum number of shares the
Company may sell to Lincoln Park in a Regular Purchase may be
increased to up to (i) 150,000 shares, if the closing sale price of
the Common Stock on the NYSE American on the applicable purchase
date is not below $1.00, and (ii) 200,000 shares, if the closing
sale price of the Common Stock on the applicable purchase date is
not below $2.00; provided, however, that Lincoln Park's maximum
purchase commitment in any single Regular Purchase may not exceed
$500,000. The foregoing share amounts and per share prices will be
adjusted for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar
transaction occurring after the date of the Purchase Agreement with
respect to the Common Stock. The purchase price per share of
Common Stock sold in each such Regular Purchase, if any, will be
based on market prices of the Common Stock immediately preceding
the time of sale, calculated as set forth in the Purchase
Agreement.
In addition, provided that the Company has directed Lincoln Park to
purchase the maximum amount of shares that the Company is then able
to sell to Lincoln Park in a Regular Purchase on a particular
business day on which the closing price of the common stock on the
NYSE American is equal to or greater than $0.20, then in addition
to such Regular Purchase, the Company may, in its sole discretion,
also direct Lincoln Park to purchase additional shares of Common
Stock in an "accelerated purchase," and one or more "additional
accelerated purchases" on the business day immediately following
the purchase date for such Regular Purchase, as provided in the
Purchase Agreement. The purchase price per share of Common Stock
sold to Lincoln Park in each accelerated purchase and additional
accelerated purchase, if any, will be based on market prices of the
Common Stock at the time of sale on the applicable purchase date
for such accelerated purchase and such additional accelerated
purchase(s), as applicable, calculated as set forth in the Purchase
Agreement. There are no upper limits on the price per share that
Lincoln Park must pay for shares of Common Stock in any purchase
under the Purchase Agreement.
The Company will control the timing and amount of any sales of
Common Stock to Lincoln Park pursuant to the Purchase Agreement.
Lincoln Park has no right to require the Company to sell any shares
of Common Stock to Lincoln Park, but Lincoln Park is obligated to
make purchases as the Company directs, subject to certain
conditions.
Actual sales of shares of Common Stock to Lincoln Park will depend
on a variety of factors to be determined by the Company from time
to time, including, among others, market conditions, market prices
of the Common Stock from time to time during the term of the
Purchase Agreement and determinations by the Company as to the
appropriate sources of funding for the Company and its operations.
The net proceeds under the Purchase Agreement to the Company will
depend on the frequency and prices at which the Company sells
shares of Common Stock to Lincoln Park. The Company expects that
any proceeds received by the Company from such sales to Lincoln
Park will be used for working capital and general corporate
purposes.
As consideration for Lincoln Park's commitment to purchase shares
of Common Stock at the Company's direction pursuant to the Purchase
Agreement, the Company issued 211,473 shares of Common Stock to
Lincoln Park as commitment shares and agreed to issue 211,474
additional shares of Common Stock to Lincoln Park as commitment
shares at such time as the Company has received an aggregate of
$5,000,000 in cash proceeds from Lincoln Park from sales of Common
Stock to Lincoln Park, if any, that the Company elects, in its sole
discretion, to make from time to time from and after the
Commencement Date, pursuant to the Purchase Agreement.
Under applicable rules of the NYSE American, the Company may not
issue or sell to Lincoln Park under the Purchase Agreement more
than 4,474,945 shares (inclusive of the Commitment Shares), subject
to adjustment as described above, of Common Stock (which is equal
to approximately 19.99% of the shares of Common Stock outstanding
immediately prior to the execution of the Purchase Agreement) (the
"Exchange Cap"), unless stockholder approval is obtained to issue
shares of Common Stock in excess of the Exchange Cap in accordance
with the applicable rules of the NYSE American. In any event, the
Company may not issue or sell any shares of Common Stock under the
Purchase Agreement if such issuance or sale would breach any
applicable rules or regulations of the NYSE American.
The Purchase Agreement also prohibits the Company from directing
Lincoln Park to purchase any shares of Common Stock if those
shares, when aggregated with all other shares of Common Stock then
beneficially owned by Lincoln Park (as calculated pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended,
and Rule 13d-3 thereunder), would result in Lincoln Park
beneficially owning more than 4.99% of the outstanding shares of
Common Stock.
There are no restrictions on future financings, rights of first
refusal, participation rights, penalties or liquidated damages in
the Purchase Agreement or Registration Rights Agreement, other than
a prohibition (with certain limited exceptions) on entering into
specified "Variable Rate Transactions" (as such term is defined in
the Purchase Agreement) for a period specified in the Purchase
Agreement. Such transactions include, among others, any sale of
debt or equity securities that are convertible into or exercisable
for shares of Common Stock at a conversion price or exercise price
that is based upon and/or varies with the trading prices of the
Common Stock after the initial issuance of such securities, or
effecting or entering into an agreement to effect an "equity line
of credit" or other substantially similar continuous offering with
a third party, in which we may offer, issue or sell Common Stock or
any securities exercisable, exchangeable or convertible into Common
Stock at a future determined price. During any "suspension event"
under the Purchase Agreement, the Company may not initiate any
Regular Purchase, accelerated purchase or additional accelerated
purchase of Common Stock by Lincoln Park, until such suspension
event is cured.
Lincoln Park has agreed not to engage in or effect, directly or
indirectly, for its own principal account or for the principal
account of any of its affiliates, any short sales of the Common
Stock or hedging transaction that establishes a net short position
in the Common Stock during the term of the Purchase Agreement. The
Company has the right to terminate the Purchase Agreement at any
time with one business day's notice, at no cost or penalty.
The Purchase Agreement and the Registration Rights Agreement
contain customary representations, warranties, conditions and
indemnification obligations of the parties. The representations,
warranties and covenants contained in such agreements were made
only for purposes of such agreements and as of specific dates, were
solely for the benefit of the parties to such agreements and may be
subject to limitations agreed upon by the contracting parties.
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com-- is a developer of
next-generation biopharmaceuticals using its proprietary Artificial
Intelligence-Driven Discovery Platform and FastPharming
Manufacturing System. The Company focused its technologies on the
research and development of novel products at its Drug Discovery
Center in California. The Company is currently using its
FastPharming Manufacturing System and GlycaneeringSM Technologies
to develop its portfolio of proprietary biologic drug candidates.
iBio reported a net loss attributable to the Company of $50.30
million for the year ended June 30, 2022, a net loss attributable
to the Company of $23.21 million for the year ended June 30, 2021,
a net loss attributable to the company of $16.44 million for the
year ended June 30, 2020, and a net loss attributable to the
Company of $17.59 million for the year ended June 30, 2019. As of
March 31, 2023, the Company had $44.38 million in total assets,
$26.99 million in total liabilities, and $17.39 million in total
stockholders' equity.
Holmdel, New Jersey-based CohnReznick LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated Oct. 11, 2022, citing that the Company has suffered recurring
losses from operations and negative cash flows from operating
activities for the years ended June 30, 2022 and 2021 and has an
accumulated deficit as of June 30, 2022. These matters, among
others, raise substantial doubt about its ability to continue as a
going concern.
IDEANOMICS INC: Raises Going Concern Doubt as Cash Crunch Looms
---------------------------------------------------------------
"We believe substantial doubt exists about the Company's ability to
continue as a going concern for twelve months from [August 4,
2023]," Ideanomics, Inc. said in its Form 10-Q Report filed with
the Securities and Exchange Commission for the quarterly period
ended March 31, 2023, filed on August 4.
"We currently do not have adequate cash to meet our short or
long-term needs. In the event additional capital is raised, it may
have a dilutive effect on our existing stockholders," the Company
added.
As of March 31, 2023, the Company had cash and cash equivalents of
approximately $18.9 million, of which $15.0 million is held in
China and is subject to local foreign exchange regulations in that
country. The company has initiated a formal process to repatriate
these cash funds located in China and as of August 4 has
successfully repatriated $7.0 million. This process is not subject
to local foreign exchange regulations rather is subject to the
other administrative regulatory applications and approvals.
The Company also had accounts payable and accrued expenses of $75.6
million, other current liabilities of $15.2 million, operating
lease payments due within the next twelve months of $4.0 million,
and payments of short-term and long-term debt due within the next
twelve months of $9.9 million. The Company had a net loss of $84.3
million for the quarter ended March 31, 2023, and an accumulated
deficit of $951.1 million.
The Company believes that its current level of cash and cash
equivalents are not sufficient to fund continuing operations,
including VIA, which acquisition was closed by the company on
January 31, 2023. The Company will need to bring in new capital to
support its growth and, as evidenced from its successful capital
raising activities in 2022 and 2021, believes it has the ability to
continue to do so. However, there can be no assurance that this
will occur.
The Company has no remaining available and committed equity funding
vehicles. "As our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2023 was not filed timely, we will not be Form S-3
eligible until August 4, 2024, which could make fund raising more
difficult or more expensive," the Company revealed.
"Management continues to seek to raise additional funds through the
issuance of equity, mezzanine or debt securities. As we seek
additional sources of financing, there can be no assurance that
such financing would be available to us on favorable terms or at
all. Our ability to obtain additional financing in the debt and
equity capital markets is subject to several factors, including
market and economic conditions, our performance and investor
sentiment with respect to us and our business and industry. These
factors individually and collectively raise doubt about the
Company's ability to continue as a going concern. In addition, our
independent auditors have included in their report on our financial
statements for the year ended December 31, 2022, an paragraph
related to the existence of substantial doubt about our ability to
continue as a going concern."
The Company has continued to incur net losses and negative cash
flows from operating and investing activities in the quarter ended
March 31, 2023, consistent with its business plan for ongoing
activities. Securing additional financing is in progress, and as
such management's actions to preserve an adequate level of
liquidity for a period extending 12 months from August 4, 2023 are
no longer sufficient on their own without additional financing, to
mitigate the conditions raising substantial doubt about the
Company's ability to continue as a going concern.
The Company added its ability to raise capital is critical. It has
raised approximately $20.3 million, since the beginning of the
first quarter 2023, including the sale of preferred shares,
issuance of a convertible note, and the sale of shares under the
SEPA. In addition, the Company is working to close on multiple term
sheets, which if successful, could bring in excess of $50 million
in proceeds to the company.
Although management continues to raise additional capital through a
combination of debt financing, other non-dilutive financing and/or
equity financing to supplement the Company's capitalization and
liquidity, management cannot conclude as of the date of this filing
that its plans are probable of being successfully implemented.
During the three months ended March 31, 2023, the Company posted
wider net loss of $85,892,000 from a net loss of $29,092,000 for
the same period in 2022.
A copy of the Quarterly Report is available at
https://tinyurl.com/u7j89d2t
About Ideanomics, Inc.
Through March 31, 2023, New York, N.Y.-based Ideanomics, Inc.
operates in one segment with two business units, Ideanomics
Mobility and Ideanomics Capital. Ideanomics Mobility will drive EV
adoption by offering unique business solutions to commercial
customers wanting to adopt EV vehicles and supporting
infrastructure. To do that, Ideanomics has assembled, is developing
and integrating business components with distinctive competence in
three key pillars: Vehicles, Charging and Energy. These three
pillars provide the foundation for Ideanomics Mobility's planned
offering of unique business solutions such as CaaS and VaaS which
are proving to be extremely attractive to both large and small
commercial vehicle operations.
Ideanomics Capital is the Company's business focused on the
financial services. Ideanomics Capital has begun providing a range
of financing programs in support of the sale of EVs and associated
charging and energy systems by Ideanomics Mobility. It is
Ideanomics' intention to focus Ideanomics Capital solely as the
financial services arm of Ideanomics Mobility and to divest its
other fintech assets accordingly, a process the company began in
2023.
As of March 31, 2023, the Company had $316,988,000 in total assets
against $212,271,000 in total liabilities.
J & D RESTAURANT: Jody Corrales Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 14 appointed Jody Corrales, Esq., at
Deconcini McDonald Yetwin & Lacy P.C. as Subchapter V Trustee for J
& D Restaurant Group, LLC.
Ms. Corrales will be paid an hourly fee of $375 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Corrales declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jody A. Corrales
Deconcini McDonald Yetwin & Lacy P.C.
252 E. Broadway Blvd., Suite 200
Tucson, AZ 85716
Telephone: 520-322-5000
Fax: 520-322-5585
Email: jcorrales@dmyl.com
About J & D Restaurant
J & D Restaurant Group, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No.
23-05054) on July 27, 2023, with $50,001 to $100,000 in assets and
$500,001 to $1 million in liabilities. Judge Daniel P. Collins
oversees the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C. represents
the Debtor as legal counsel.
JJB DC: Seeks $13.5MM DIP Loan from White Oak
---------------------------------------------
JJB D.C., Inc. asks the U.S. Bankruptcy Court for the District of
Columbia for authority to use cash collateral, obtain postpetition
financing, and provide superpriority administrative expense status
to White Oak Commercial Finance LLC.
JJB intends to finance ongoing operations of its business through
postpetition financing to be provided by White Oak, the Debtor's
prepetition factor and lender. The financing is necessary to pay
the Debtor's ordinary course expenses, finance its chapter 11 case,
and ultimately, to reorganize as a going concern.
White Oak has agreed to provide the Debtor with a revolving credit
facility in the maximum amount of $13.5 million. The borrowings
will be used to (i) refinance the Debtor's existing obligations to
White Oak in the amount of approximately $12.25 million, and (ii)
provide working capital advances of up to approximately $1.3
million. The loan is due and payable on October 31, 2023.
Prior to the Petition Date, White Oak purchased certain of the
Debtor's accounts receivable, made loans and advances and provided
other financial or credit accommodations to the Debtor, secured by
substantially all of the Debtor's assets and property, as set forth
in the Existing Loan Documents. The Loan Documents include the
Master Factoring Agreement, dated as of October 1, 2003, as amended
and/or the Capital Loan Agreement and Promissory Note, dated May
14, 2008, as further amended and/or the Omnibus Amendment to Master
Factoring Agreement and Security Agreement, dated November 9, 2021.
The Loan Documents also include the Security Agreement, dated as of
October 1, 2003.
Pursuant to the Amended and Restated Unlimited General Performance
Guaranty dated August 9, 2022, Bruce S. Boone, Sr. and Meredith
Boone personally guaranteed the obligations of JJB to White Oak.
Pursuant to a Guaranty dated April 9, 2022, S&B Trust guaranteed
all obligations of JJB to White Oak. The Boones are the grantors,
trustees and beneficiaries of the S&B Trust.
Pursuant to a Credit Line Deed of Trust, Assignment of Leases and
Rents, Security Agreement, Financing Statement, and Fixture Filing,
dated as of August 9, 2022, S&B Trust granted to Peake Law Group,
PC, as Trustee for the benefit of White Oak, a security interest in
certain Property to secure the obligations under its Guaranty up to
$1.650 million, plus, to the extent permitted by applicable law,
protective advances, plus interest.
Pursuant to the Limited Guaranty Agreement dated September 2, 2022,
Raymond Odom personally guaranteed the repayment of a certain loan
made by White Oak in the principal amount of $150,000.
White Oak has informed the Debtor that as of the Petition Date, JJB
owed White Oak $12.254 million, which consists of principal of
$10.937 million, and interest and fees of $1.317 million.
Prior to the Petition Date, the Debtor was a party to various
merchant cash advance agreements with various MCAs, including (i)
Itria Ventures LLC; (ii) NewCo Capital Group VI LLC; (iii) Samson
MCA LLC; (iv) Capital Assist, LLC; (v) EBF Holdings, LLC (d/b/a
Everest Business Funding); and (vi) Fundonatic parties. Certain of
the MCA's claim an interest in certain of the Debtor's accounts
receivable, which would constitute cash collateral.
However, because White Oak has a first priority lien in and
security interest upon the Prepetition Collateral, including cash
collateral and receivables, any interest of any MCA lender would be
de minimis. Thus, no party, other than White Oak, would be entitled
to any adequate protection with respect to any purported diminution
in the value of any such interest.
As adequate protection for the use of cash collateral, White Oak
will be granted valid, binding, enforceable and perfected
replacement liens upon and security interests in all Collateral.
The Replacement Lien will be junior and subordinate only to the
Carve-Out Expenses and the liens and security interests granted to
White Oak, in the Collateral securing the Post-Petition Liabilities
and will otherwise be senior to all other security interests in,
liens on, or claims against any of the Collateral.
As adequate protection for the diminution in value of its interests
in the Pre-Petition Collateral on account of the Debtor's use of
Pre-Petition Collateral, the imposition of the automatic stay and
the subordination to the Carve-Out-Expenses, White Oak is granted
as and to the extent provided by 11 U.S.C. Section 507(b) an
allowed superpriority administrative expense claim in the Case and
any Successor Case. The Adequate Protection Superpriority Claim
will be junior only to the Carve-Out Expenses and will otherwise
have priority over all administrative expense claims and unsecured
claims against the Debtor and its Estate now existing or hereafter
arising, of any kind or nature whatsoever.
A copy of the motion is available at https://urlcurt.com/u?l=Pjgks1
from PacerMonitor.com.
About JJB D.C., Inc.
JJB D.C., Inc. is a telecommunications contracting group
predominantly serving Maryland, Virginia, and the District of
Columbia. It also performs services in surrounding states upon
request.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.D.C. Case No. 23-00214) on August 2,
2023. In the petition signed by Bruce Stuart Boone, Sr., its
president, the Debtor disclosed up to $50 million in both assets
and liabilities.
Whiteford, Taylor, and Preston LLP is the Debtor's legal counsel;
Martin Law Group, PC is its conflicts counsel; and Meridian
Management Partners is its financial advisor.
LA FAMILIA PRIMARY: Seeks to Hire Slingshot LLC as Legal Counsel
----------------------------------------------------------------
La Familia Primary Care, P.C. seeks approval from the U.S.
Bankruptcy Court for the District of New Mexico to employ
Slingshot, LLC as its legal counsel.
The Debtor requires legal counsel to:
a. give advice regarding all aspects of the Debtor's Chapter 11
bankruptcy case, including without limitation, the preparation of
statements of financial affairs, schedules and Chapter 11 plan, the
filing or litigation of claims and adversary proceedings, and
representing the Debtor at the creditors' meeting, initial
interview, status conferences and court hearings;
b. dealing with any emergency issues;
c. prepare legal papers;
d. assist the Debtor in taking actions required to effect a
successful reorganization under Chapter 11 of the Bankruptcy Code
and to pay allowed claims in order of priorities;
e. resolve disputed secured, priority and unsecured claims;
f. represent the Debtor in resolving its claims in pending
litigation and defending claims in the bankruptcy court;
g. notify other courts of the filing of the Chapter 11 case and
of the effect of the automatic stay as required by their rules;
h. assist in representing the Debtor in any adversary
proceedings and removing cases, if any;
i. employ special counsel to represent the Debtor in litigation
pending in other courts;
j. assist the Debtor in compliance with all applicable
bankruptcy laws during the pendency of this Chapter 11 case;
k. other necessary legal services.
The firm will be paid at these rates:
Partners $225 to $300 per hour
Legal Assistants $100 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The Debtor paid the firm a retainer of $15,000, plus $1,738 for the
filing fee.
Shay Elizabeth Meagle, Esq., a partner at Slingshot, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Shay Elizabeth Meagle, Esq.
Slingshot, LLC d/b/a Business Law Southwest, LLC
6801 Jefferson St. NE, Suite 210
Albuquerque, NM 87109
Telephone (505) 848-8581
Email: Shay@BusinessLawSW.com
About La Familia Primary Care
La Familia Primary Care, P.C. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. N.M. Case No.
23-10566) on July 19, 2023, with up to $500,000 in assets and up
to
$10 million in liabilities. Brian Foltyn of REDW has been appointed
as Subchapter V trustee.
Judge David T. Thuma oversees the case.
Shay Meagle, Esq., at Business Law Southwest, represents the Debtor
as legal counsel.
MDWERKS INC: Posts $70K Net Loss in Second Quarter
--------------------------------------------------
MDwerks, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $69,752 for
the three months ended June 30, 2023, compared to a net loss of
$3,152 for the three months ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $111,203 compared to a net loss of $8,646 for the six
months ended June 30, 2022.
As of June 30, 2023, the Company had $112,163 in total assets,
$149,897 in total liabilities, and a total stockholders' deficit of
$37,734.
The Company had an accumulated deficit of $558,919 as of and for
the six months ended June 30, 2023.
"Although management believes that it will be able to successfully
execute a Business Combination, which includes third party
financing and the raising of capital to meet the Company's future
liquidity needs, there can be no assurances in this regard. These
matters raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in the Report.
"We believe that if we do not raise additional capital over the
next 12 months, we may be required to suspend or cease the
implementation of our business plans.
"As of June 30, 2023 and 2022, we had $4,938 and $0 cash. We
anticipate that our current cash and cash equivalents and cash
generated from financing activities will be insufficient to satisfy
our liquidity requirements for the next 12 months. As of June 30,
2023, the Company has incurred operating losses since inception of
$558,919. At June 30, 2023, the Company has working capital
deficit of $144,959.
"The Company requires additional funding to meet its ongoing
obligations and to fund anticipated operating losses. Management
has expressed substantial doubt about our ability to continue as a
going concern. The ability of the Company to continue as a going
concern is dependent on raising capital to fund its initial
business plan and ultimately to attain profitable operations.
"We expect to incur marketing, professional, and administrative
expenses as well expenses associated with maintaining our filings
with the Commission. We will require additional funds during this
time and will seek to raise the necessary additional capital. If we
are unable to obtain additional financing, we may be required to
reduce the scope of our business development activities, which
could harm our business plans, financial condition and operating
results. Additional funding may not be available on favorable
terms, if at all. The Company intends to continue to fund its
business by way of equity or debt financing and advances from
related parties. Any inability to raise capital as needed would
have a material adverse effect on our business, financial condition
and results of operations."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1295514/000149315223026746/form10-q.htm
About MDWerks
MDwerks, Inc. is a public shell company seeking to create value for
its shareholders by merging with another entity with experienced
management and opportunities for growth in return for shares of its
common stock.
MDwerks reported a net loss of $136,721 for the year ended Dec. 31,
2022, compared to net income of $37,976 for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had zero asset, $128,075 in
total liabilities, and a total stockholders' deficit of $128,075.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 27, 2023, citing that the Company has suffered net losses
from operations and a deficit in equity, which raises substantial
doubt about its ability to continue as a going concern.
METHANEX CORP: S&P Alters Outlook to Positive, Affirms 'BB' ICR
---------------------------------------------------------------
S&P Global Ratings revised the outlook on Vancouver-based Methanex
Corp. to stable from positive and affirmed its 'BB' issuer credit
rating on the company. S&P also affirmed the 'BB' issue-level
rating on the senior unsecured notes but has revised the recovery
rating to '3' from '4'.
S&P said, "The stable outlook reflects our view that the
combination of volume growth and expectation of free cash flow
generation post completion of the Geismar 3 (G3) expansion project
should support adjusted FFO to debt in the 25% to 30% range through
2025, which we view to be appropriate for the current rating."
The outlook revision reflects continued weakness in methanol
prices, led by supply outpacing demand.
Methanol prices have continued to weaken since the third quarter of
2022, with Methanex's realized prices averaging about $338 per
metric ton (mt) in the second quarter of 2023, compared to $422/mt
from a year ago. The weakness in prices is primarily driven by
slowing demand amid a challenging macroeconomic environment,
slower-than-expected recovery in China and weak olefins prices
challenging methanol-to-olefin (MTO) producer affordability. At the
same time, industry operating rates have remained elevated while
lower energy prices have led to a decrease in the methanol cost
curve. S&P also believe prices could remain challenged for several
quarters given new capacity additions, especially in North America
and Asia.
S&P said, "Accordingly, we believe methanol prices will likely
average below midcycle levels, in the $330/mt area through 2025,
constraining EBITDA and credit measures. Specifically, we forecast
Methanex's adjusted EBITDA to decline by 35% in 2023 relative to
2022 levels. In 2024 and beyond, while we believe EBITDA should
improve from the additional volumes coming online following
completion of G3 (1.8 million metric-ton capacity; about 35%
increase in volumes by 2025 from current levels), we believe
adjusted FFO to debt will average within the 25%-30% range over
fiscal years 2023 through 2025, which is below our prior
expectation of above 30%, and hence underpins the rating action.
"Post completion of G3, we forecast significant free operating cash
flows, which should support strength in credit measures.
"We estimate the company will generate negative free cash flows
this year given the lower operating cash flows and remaining
capital spending on G3. However, following completion of the G3
project this year, and assuming capital spending to be mainly
maintenance related, we expect solid free cash flow generation of
about $450 million annually in 2024 and 2025. Although dividends
should continue, management has ceased share buyback activity as of
the second quarter given the current macroenvironment headwinds and
it continues to publicly reiterate the intention to redeem the
US$300 million of 2024 notes prior to maturity with cash. We would
view repayment of the 2024 notes favorably since it would reduce
credit measure sensitivity to methanol price swings.
"We believe the above factors combined with volume growth should
support strength in credit measures beyond 2023 and provide
downside cushion if industry conditions further deteriorated
relative to our current expectations. All else equal, if average
realized methanol prices declined by $20/mt in 2024 and 2025, our
weighted average FFO-to-debt measure would decline to just over 20%
but should remain appropriate for our current rating. We also note
that Methanex has ample liquidity to withstand further industry
weakness, including existing cash ($590 million as of June 30,
2023) and an undrawn $300 million revolving facility.
"Our business risk assessment on Methanex reflects the company's
strong market share position constrained by the lack of product
diversity.
"Methanex is the world's largest methanol producer, with about 12%
of the market share, more than double that of the closest
competitors. We view geographic diversity as a key business
strength for Methanex, with production facilities in New Zealand,
the U.S., Trinidad, Egypt, Canada, and Chile, which are in the
bottom half of the cost curve. The company's G3 project, with a
capacity of 1.8 million metric tons, and located adjacent to the
company's Geismar 1 and Geismar 2 facilities, is expected to
further enhance the company's low-cost structure. We also expect
Methanex will continue to maintain its North American feedstock
advantage with natural gas prices remaining competitive relative to
other regions, as well as to coal prices (a key input in Chinese
methanol production). We believe these factors support the
company's EBITDA margins in the top quartile of our global
chemicals sector peer group.
"That said, our business risk assessment also reflects the
company's limited product diversity as all earnings are derived
from a single commodity--methanol. We expect Methanex's EBITDA on
both a quarterly and annual basis will likely remain highly
volatile because methanol prices depend on the company's own supply
and demand dynamics. In addition, the company has had to limit
production at times, in certain areas such as Chile, Trinidad, and
New Zealand, because of natural gas supply constraints. We believe
the company's product concentration, inherent volatility in
methanol prices, and some natural gas supply constraints position
Methanex at the weaker end of our business risk assessment compared
with a more diversified company such as Celanese US Holdings LLC
and Westlake Corp.
"The outlook revision to stable reflects our expectation for softer
projected cash flow metrics, relative to our previous base case
scenario, with adjusted FFO to debt now estimated to average in the
range of 25% to 30% through 2025, which we view to be appropriate
for the current rating. While we believe significant free cash flow
generation and assumed repayment of the 2024 notes should support
improvement in credit measures, we do not expect FFO to debt to
improve above 30% within the next two years.
"We could lower the rating if we expect the company's weighted
average FFO to debt to drop below 20% for several quarters with
limited prospects for near- to medium-term improvement. We believe
this could occur if methanol prices declined significantly relative
to our current expectations due to prolonged industrial weakness
and depressed operating rates for MTO facilities, while the company
continued to do material share buybacks.
"We could raise the rating to 'BB+' if methanol prices trended
better relative to our current expectations. We believe this could
be driven by improvements in olefins pricing beyond our current
expectations, which would likely improve the affordability and
operating rates at MTO facilities, or a quicker-than-expected
recovery in GDP and industrial production that boosts demand.
Specifically, we would expect adjusted FFO to debt to be sustained
in the 30%-45% range. In this scenario, we would also expect the
company to have repaid the 2024 notes, which in our view, should
reduce credit measure volatility to methanol prices.
"Environmental factors are a moderately negative consideration in
our credit rating analysis of Methanex. Although the company
primarily uses natural gas in its production process, which
generates five times lower CO2 emissions relative to coal
production (35% of global methanol production uses coal), the
asset-intensive nature of commodity chemical production lends
itself to scrutiny and regulations related to emissions, waste, and
pollution. The company is targeting reducing Scope 1 and Scope 2
greenhouse gas emission intensity by 10% by 2030 from 2019 levels
(0.64 metric tons of CO2/mt of methanol produces) and has
implemented initiatives that include the ability to use biomethane
(renewable natural gas) at one plant in Geismar, to maximize
efficiency in operations, and inject recycled/recovered CO2 during
the production process. The company's G3 plant is expected to be on
the lowest CO2 emissions intensity plants in the world at less than
0.4 tonnes of CO2 per tonne of methanol and the company is
currently progressing a feasibility study for carbon capture and
storage (CCS) at the Geismar site.
"While investments in environmental, social, and governance (ESG)
projects are unlikely to affect the company's cash flow measures,
we believe the environmental risks and inherent volatility in
methanol prices limit improvement in our business risk assessment
on Methanex. With specific board oversight of environmental risk
management, and a portion of executive compensation tied to
adherence to the company's established environmental and safety
policies, we believe there is appropriate oversight of
environmental risk management."
MID-KANSAS REAL: Taps Hinkle Law Firm as Bankruptcy Counsel
-----------------------------------------------------------
Mid-Kansas Real Estate Holdings, L.C. seeks approval from the U.S.
Bankruptcy Court for the District of Kansas to employ Hinkle Law
Firm, LLC as its bankruptcy counsel.
The Debtor requires legal counsel to:
(a) give advice regarding the rights, powers and duties of the
Debtor in the operation, management or liquidation of its business
and property;
(b) advise the Debtor concerning and assist in the negotiation
and documentation of financing agreements, cash collateral orders
(if any) and related transactions;
(c) investigate into the nature and validity of liens asserted
against the property of the Debtor, and advise the Debtor
concerning the enforceability of those liens;
(d) investigate and take such action as may be necessary to
collect income and assets in accordance with applicable law, and
recover property for the benefit of the Debtor's estate;
(e) prepare legal papers;
(f) prepare responses to legal documents, which may be filed
in the Debtor's Chapter 11 case;
(g) counsel the Debtor in connection with the formulation,
negotiation and promulgation of a Chapter 11 plan and related
documents; and
(h) perform other necessary legal services.
The firm will be paid at these rates:
Nicholas R. Grillot $300 per hour
Associates $130 to $200 per hour
The retainer is $25,000.
In addition, the firm will seek reimbursement for expenses
incurred.
Nicholas Grillot, Esq., at Hinkle Law Firm, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Nicholas R. Grillot, Esq.
Hinkle Law Firm, LLC
1617 N. Waterfront Parkway, Ste. 400
Wichita, KS 67206
Telephone: (316) 660-6211
Facsimile: (316) 660-6523
Email: ngrillot@hinklaw.com
About Mid-Kansas Real Estate Holdings
Mid-Kansas Real Estate Holdings, LC is a lessor of real estate in
Wichita, Kansas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 23-10709) on July 19,
2023, with $1 million to $10 million in both assets and
liabilities. Rickey E. Hodge Jr., manager, signed the petition.
Judge Mitchell L. Herren oversees the case.
Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the
Debtor as bankruptcy counsel.
NATURE COAST: Seacoast Says Plan Patently Unconfirmable
-------------------------------------------------------
Seacoast National Bank filed a reply in support of (I) its motion
to terminate the automatic stay as to Seacoast pursuant to 11
U.S.C. Section 362(d)(3) with respect to debtor Nature Coast
Development Group, LLC; and (II) its objection to approval of
Disclosure Statement.
Seacoast National Bank says the Debtor's Amended Chapter 11 Plan is
patently unconfirmable. For its response in opposition to the
Motion, the Debtor points to "updated financial commitments" in its
Amended Disclosure Statement to assert that this new information
"indicates Seacoast will be paid in full from the exit financing."
Seacoast would welcome payment in full, but the Debtor provides no
means for paying Seacoast, confirming a plan or satisfying Section
362(b)(3).
The Debtor has no commitments for the necessary financing. After
months in Chapter 11, the Debtor produces only letters that are not
binding, that are revocable, that state conditions that cannot be
fulfilled and that ultimately are not feasible. If it were
feasible to pay Seacoast in full, the Debtor would have done so.
The fact is that the letters attached to the Amended Disclosure
Statement present no more a basis for a confirmable plan than the
letters attached to the original Disclosure Statement (filed March
14, 2023. Because the Debtor's Plan is not confirmable, and there
is no "plan of reorganization that has a reasonable possibility of
being confirmed within a reasonable time", Seacoast is entitled to
immediate termination of the automatic stay under Section
362(d)(3).
Attorneys for Seacoast National Bank:
Daniel A. DeMarco, Esq.
HAHN LOESER & PARKS LLP
200 Public Square, Suite 2800
Cleveland, OH 44114
Tel: (216) 274-2432
Fax: (216) 274-2532
- and -
Michael R. Whitt, Esq.
HAHN LOESER & PARKS LLP
2400 First Street, Suite 300
Fort Myers, FL 33901
Tel: (239) 337-6700
Fax: (239) 337-6701
E-mail: mwhitt@hahnlaw.com
kzamzow@hahnlaw.com
fl-eservice@hahnlaw.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.
NXT ENERGY: All Five Proposals Passed at Annual Meeting
-------------------------------------------------------
NXT Energy Solutions Inc. provided the voting results from its
Annual Meeting of Shareholders held on Aug. 2, 2023.
At the Annual Meeting, the Shareholders:
(1) re-elected six incumbent directors namely: Charles Selby,
John Tilson, Thomas E. Valentine, Bruce G. Wilcox, Gerry Sheehan,
and Theodore Patsellis to hold office until the next annual meeting
of shareholders or until their successors are duly elected or
appointed;
(2) ratified the appointment of MNP LLP as the auditors of the
Company for the next year at a remuneration to be determined by the
Board of Directors;
(3) approved the Company's Employee Share Purchase Plan for an
additional three years;
(4) approved the Company's Restricted Share Unit Plan for an
additional three years; and
(5) approved a new class of preferred shares.
About NXT Energy
NXT Energy Solutions Inc. is a Calgary-based technology company
whose proprietary SFD survey system utilizes quantum-scale sensors
to detect gravity field perturbations in an airborne survey method
which can be used both onshore and offshore to remotely identify
areas with exploration potential for traps and reservoirs. The SFD
survey system enables the Company's clients to focus their
hydrocarbon exploration decisions concerning land commitments, data
acquisition expenditures and prospect prioritization on areas with
the greatest potential. SFD is environmentally friendly and
unaffected by ground security issues or difficult terrain and is
the registered trademark of NXT Energy Solutions Inc. NXT Energy
Solutions provides its clients with an effective and reliable
method to reduce time, costs, and risks related to exploration.
NXT Energy a net loss and comprehensive loss of C$6.73 million in
2022, a net loss and comprehensive loss of C$3.12 million in 2021,
a net loss and comprehensive loss of $6.03 million in 2020.
Calgary, Canada-based KPMG LLP, the Company's auditor since 2006,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company's current and forecasted cash and
cash equivalents and short-term investments position are not
expected to be sufficient to meet its obligations which raises
substantial doubt about its ability to continue as a going concern.
ORLANDO RESERVOIR: Taps Buechler Law Office as Bankruptcy Counsel
-----------------------------------------------------------------
The Orlando Reservoir No. 2 Company, LLC seeks approval from the
U.S. Bankruptcy Court for the District of Colorado to employ
Buechler Law Office, LLC to handle its Chapter 11 case.
The firm's hourly rates are as follows:
K. Jamie Buechler, Esq. $425 per hour
David M. Rich, Esq. $425 per hour
Michael Lamb, Esq. $300 per hour
Paralegals $120 per hour
Law Clerks $150 per hour
The Debtor paid $25,000 to the law firm as a retainer fee.
K. Jamie Buechler, Esq., at Buechler Law Office, disclosed in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
K. Jamie Buechler, Esq.
Buechler Law Office, LLC
999 18th St., Suite 1230-S
Denver, CO 80202
Phone: 720-381-0045
Fax: 720-381-0382
Email: jamie@kjblawoffice.com
About The Orlando Reservoir
The Orlando Reservoir No. 2 Company, LLC filed a petition under
Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo.
Case No. 23-13178) on July 19, 2023, with $1 million to $10 million
in assets and liabilities. Joli Lofstedt, Esq., has been appointed
as Subchapter V trustee.
K. Jamie Buechler, Esq., at Buechler Law Office, LLC is the
Debtor's counsel.
PARAMETRIC SOLUTIONS: Files for Chapter 11 Bankruptcy
-----------------------------------------------------
Aaron Keller of Law360 reports that Parametric Solutions Inc., one
of the Pratt & Whitney contractors accused of engaging in an
anti-competitive hiring agreement in Connecticut, has filed a
Chapter 11 bankruptcy petition in the Southern District of Florida,
citing $6.1 million in assets and at least $5.6 million in
liabilities.
The Debtor is an engineering development and production company,
providing engineering, manufacturing, and production services. The
Debtor leases the premises at 821 and 831 Jupiter Park Drive,
Jupiter, FL 33458 and 1061 E. Indiantown Road, Jupiter, FL 33458.
The premises are leased.
The Debtor filed Chapter 11 to reorganize its debt obligations and
to provide orderly repayment to its creditors, including, but not
limited to debt arising from a Line of Credit from Bank of America,
N.A.
About Parametric Solutions
Parametric Solutions Inc. provides architectural, engineering, and
related services.
Parametric Solutions Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16141) on August
3, 2023. In the petition filed by David Cusano, as director, the
Debtor reported total assets of $6,147,086 and total liabilities of
$5,597,168.
Craig I. Kelley, Esq., at KELLEY, FULTON & KAPLAN, P.L., is the
Debtor's counsel.
PARKCHESTER ORAL: Taps Weinberg Gross & Pergament as Legal Counsel
------------------------------------------------------------------
Parkchester Oral and Maxillofacial Surgery Associates PC received
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ Weinberg, Gross & Pergament, LLC as counsel.
The firm's services include:
(a) Providing legal advice with respect to the powers and
duties of the Debtor in the continued management of its business
and property;
(b) Representing the Debtor before the bankruptcy court and at
all hearings on matters pertaining to its affairs;
(c) Advising and assisting the Debtor in the preparation and
negotiation of a plan of reorganization with its creditors; and
(d) Other necessary legal services.
The firm will be paid at these rates:
Partners $625 per hour
Senior Associates $525 to $575 per hour
Associates $475 per hour
Paralegals $120 per hour
The retainer fee is $20,000.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
Marc Pergament, Esq., a partner at Weinberg, disclosed in a court
filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Marc A. Pergament, Esq.
Weinberg Gross & Pergament, LLP
400 Garden City Plaza, Suite 403
Garden City, NY 11530
Telephone: (516) 877-2424
Facsimile: (516) 877-2460
Email: mpergament@wgplaw.com
About Parkchester Oral and Maxillofacial
Surgery Associates
Parkchester Oral and Maxillofacial Surgery Associates PC is a
dental implants provider in New York.
The Debtor filed its voluntary petition for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 23-11015) on June 28, 2023, with $100,000
to $500,000 in assets and $1 million to $10 million in liabilities.
Marlon K. Moore MD, president, signed the petition.
Marc A. Pergament, Esq., at Weinberg Gross & Pergament, LLP serves
as the Debtor's legal counsel.
PARTY CITY: In Talks With Creditors on Splitting Balloon Business
-----------------------------------------------------------------
Reshmi Basu and Amelia Pollard of Bloomberg News report that Party
City Holdco Inc. is considering splitting up its balloon
manufacturing and retailing businesses as the latter charts a
course out of bankruptcy, according to people familiar with the
situation.
Party City has held confidential talks with debt holders about
spinning off its Anagram unit, said the people, who asked not to be
identified because the matter is private. Talks are continuing and
the situation may change, they said.
Anagram has a debt stack separate from its parent and didn’t
follow most other Party City units into Chapter 11 bankruptcy in
January 2023. But the businesses are deeply linked.
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
Party City Holdco and its domestic subsidiaries sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas
Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco
had total assets of $2,869,248,000 against total debt of
$3,022,960,000.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as
legal counsel; Moelis & Company, LLC as investment banker;
AlixPartners, LLP as financial advisor; A&G Realty Partners as real
estate advisor; and Kroll as the claims agent.
PricewaterhouseCoopers LLP (PwC) provides accounting and valuation
advisory services, tax-related services, and internal audit
Sarbanes-Oxley Act support services.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Pachulski Stang Ziehl & Jones, LLP.
PEAK SERUM: Sept. 26 Hearing on Disclosure Statement
----------------------------------------------------
Judge Joseph G. Rosania, Jr. has entered an order that the Hearing
to consider the adequacy of and to approve the Disclosure Statement
of Peak Serum, Inc. will be held at 1:00 p.m., on Tuesday,
September 26, 2023, in Courtroom B, United States Bankruptcy Court
for the District of Colorado, United States Custom House, 721 19th
Street, Denver, Colorado.
Objections to the Disclosure Statement must be filed and served on
or before September 8, 2023.
The Plan Proponent must promptly and, in any event, not later than
August 11, 2023:
a. Mail the Notice of Hearing in the form attached to all
creditors and indenture trustees, all equity security holders, and
other parties in interest; and,
b. Mail a copy of the Plan, the Disclosure Statement, and the
Notice of Hearing to the U.S. Trustee, counsel for the Creditors'
Committee, the Trustee in the case, if any, and to applicable
regulatory authorities, including without limitation, the
Securities and Exchange Commission and the Commissioner of
Securities for the State of Colorado.
About Peak Serum
Headquartered in Wellington, Colo., Peak Serum is a privately owned
and independent supplier of life science laboratory products. Its
core focus is Fetal Bovine Serum (FBS) for cGMP/clinical trial
research and diagnostics applications. It offers a wide range of
100% US Origin and USDA-Approved FBS products for all levels of
research compliance.
Peak Serum sought Chapter 11 protection (Bankr. D. Colo. Case No.
19-19802) on Nov. 13, 2019. At the time of the filing, Debtor
disclosed total assets of $956,300 and total liabilities of
$3,580,644. Thomas Kutrubes, president and chief executive
officer, signed the petition.
Judge Joseph G. Rosania Jr. oversees the case.
The Debtor tapped Wadsworth Garber Warner Conrardy, P.C. as its
legal counsel and Dennis & Company as its accountant.
Jay Roderick is the Chapter 11 trustee appointed in the Debtor's
bankruptcy case. The trustee is represented by Sender & Smiley, LLC
and Cohen & Cohen, LLC.
PENNSYLVANIA REIT: Has Going Concern Doubt as Debt Maturities Loom
------------------------------------------------------------------
Pennsylvania Real Estate Investment Trust disclosed in its Form
10-Q Report filed with the Securities and Exchange Commission for
the quarterly period ended June 30, 2023, that there is substantial
doubt about the Company's ability to continue as a going concern
within the next 12 months.
Pennsylvania REIT explained, "management considered our current
financial condition and liquidity sources, including current funds
available, forecasted future cash flows and our conditional and
unconditional obligations due over the next twelve months after the
date that our financial statements were issued. Management
specifically considered the two secured credit agreements . . .
with a maturity date in December 2023, and Fashion District
Philadelphia's Amended and Restated Term Loan Agreement . . . with
a maturity date in January 2024, as events or conditions that
raised substantial doubt about our ability to continue as a going
concern."
"As of June 30, 2023, we had borrowed $305.7 million under the
First Lien Term Loan Facility, $689.8 million under the Second Lien
Term Loan Facility and $27.5 million under the First Lien Revolving
Facility. Our obligations under the Credit Agreements are
guaranteed by certain of our subsidiaries. The Credit Agreements
include several events of default. . . . Upon the occurrence of an
event of default (except with respect to bankruptcy), the lenders
may declare all of the obligations in connection with the
applicable Credit Agreement (including an amount equal to the
outstanding letters of credit under the First Lien Credit
Agreement) immediately due and payable and may terminate the
lenders' commitments thereunder. When the borrowings under the
Credit Agreements come due and payable due to a default or at
maturity in December 2023, the Company would not be able to satisfy
its obligations. Management plans to work with the lender groups
under the credit facilities and also explore other options to
satisfy this obligation, however, any such relief involves
performance by third parties and cannot be considered probable of
occurring."
The FDP Loan Agreement has a balance of $75.8 million as of June
30, 2023, and matures in January 2024. The Company guarantees 50%
of the joint venture's obligations under the FDP Loan Agreement and
management projects that the Company would not be able to satisfy
its obligations if the FDP Loan Agreement were to become due and
payable at its maturity date, which is within one year of the date
of issuance of these financial statements. The Company plans to
work with its joint venture partner to satisfy any obligations
under the FDP Loan Agreement should it come due and payable at
maturity. "However, our ability to satisfy obligations under the
FDP Loan Agreement is primarily dependent on the availability of
our credit facility at the time of the FDP Loan Agreement maturity
date and this involves performance by third parties and therefore
cannot be considered probable of occurring," the Company
continued.
For the three months ended June 30, 2023, PREIT posted a net loss
of $45,605,000 compared to a net loss of $11,015,000 for the same
period in 2022. For the six months ended June 30, 2023, PREIT
posted a net loss of $91,350,000, higher than the net loss of
$43,988,000 for the first half of 2022.
A copy of the Form 10-Q Report, including a discussion on the
Company's credit facilities, is available at
https://tinyurl.com/52dyecf9
Fashion District Philadelphia Loan
PM Gallery LP, a Delaware limited partnership and joint venture
entity owned indirectly by PREIT and The Macerich Company,
previously entered into a $250.0 million term loan in January 2018
to fund the redevelopment of Fashion District Philadelphia and
repay capital contributions to the venture previously made by the
partners. The loan was amended in July 2019 to increase the total
maximum potential borrowings to $350.0 million.
On December 10, 2020, PM Gallery, together with certain other
subsidiaries owned indirectly by PREIT and Macerich (including the
fee and leasehold owners of the properties that are part of the
Fashion District Philadelphia project), entered into an Amended and
Restated Term Loan Agreement. In connection with the execution of
the FDP Loan Agreement, a $100.0 million principal payment was made
-- and funded indirectly by Macerich, the "Partnership Loan" -- to
pay down the existing loan, reducing the outstanding principal
under the FDP Loan Agreement from $301.0 million to $201.0 million.
Subsequent payments were made on the FDP Loan Agreement. The joint
venture must repay the Partnership Loan plus 15% accrued interest
to Macerich, in its capacity as the lender, prior to the resumption
of 50/50 cash distributions to the Company and its joint venture
partner.
The FDP Loan Agreement provides for:
(i) a maturity date of January 22, 2024, (having been extended
by one year upon satisfaction of the required conditions to
extension);
(ii) an interest rate at the borrowers' option with respect to
each advance of either (A) the Base Rate -- defined as the highest
of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, and
(c) the LIBOR Market Index Rate plus 1.00% -- plus 2.50% or (B)
LIBOR for the applicable period plus 3.50%;
(iii) a full recourse guarantee of 50% of the borrowers'
obligations by PREIT Associates, L.P., on a several basis;
(iv) a full recourse guarantee of certain of the borrowers'
obligations by The Macerich Partnership, L.P., up to a maximum of
$50.0 million, on a several basis;
(v) a pledge of the equity interests of certain indirect
subsidiaries of PREIT and Macerich, as well as of PREIT-RUBIN, Inc.
and one of its subsidiaries, that have a direct or indirect
ownership interest in the borrowers;
(vi) a non-recourse carve-out guaranty and a hazardous
materials indemnity by each of PREIT Associates, L.P. and The
Macerich Partnership, L.P.; and
(vii) mortgages on the borrowers' fee and leasehold interests in
the properties that are part of the Fashion District Philadelphia
project and certain other properties.
In January 2023, the FDP Loan Agreement was amended to replace the
interest rate benchmark from LIBOR to Secured Overnight Financing
Rate. The Base Rate is defined as the highest of (a) the Prime
Rate, (b) the Federal Funds Rate plus one half (0.50%) and (c)
Adjusted Term SOFR for a one-month tenor plus 1.00%. The FDP Loan
Agreement contains certain covenants typical for loans of its
type.
In January 2023, the joint venture paid down an additional $26.1
million of the FDP Loan Agreement balance to reach a debt yield
ratio of 12% and exercised its option to extend the FDP Loan
Agreement maturity date to January 22, 2024. If the joint venture
fails to meet the debt yield covenant as of any quarter end
measurement date and does not pay down the FDP Loan Agreement
balance to achieve compliance, the balance could come due and
payable at that time.
In April 2023, the joint venture paid down an additional $2.5
million of the FDP Loan Agreement balance. The Company guarantees
50% of the joint venture's obligations under the FDP Loan
Agreement. The FDP Loan Agreement had a balance of $75.8 million
as of June 30, 2023 (our share of which is $37.9 million). The
joint venture has an outstanding balance on its Partnership Loans
of $249.2 million (PREIT's share of which is $124.6 million) as of
June 30, 2023 and the majority of the proceeds from the Partnership
Loan were used to pay down the FDP Loan Agreement and the remainder
was used to fund ongoing capital expenditures at the property.
Management projects PREIT would not be able to satisfy its
obligations if the FDP Loan Agreement obligation were to become due
and payable by its maturity date.
In connection with the execution of the FDP Loan Agreement, the
governing structure of PM Gallery LP was modified such that,
effective as of January 1, 2021, Macerich is responsible for the
entity's operations and, subject to limited exceptions, controls
major decisions. PREIT considered the changes to the governing
structure of PM Gallery LP and determined the investment qualifies
as a variable interest entity and will continue to be accounted for
under the equity method of accounting. PREIT's maximum exposure to
losses is limited to the extent of its investment, which is a 50%
ownership, and the guarantee under the FDP Loan Agreement.
Credit Agreements
On December 10, 2020, PREIT entered into:
(a) an Amended and Restated First Lien Credit Agreement with
Wells Fargo Bank, National Association, and the other financial
institutions signatory thereto and their assignees, for secured
loan facilities consisting of: (i) a secured first lien revolving
credit facility allowing for borrowings up to $130.0 million,
including a sub-facility for letters of credit to be issued
thereunder in an aggregate stated amount of up to $10.0 million;
and (ii) a $384.5 million secured first lien term loan facility;
and
(b) a Second Lien Credit Agreement, as amended February 8,
2021 with Wells Fargo Bank and the other financial institutions
signatory thereto and their assignees for a $535.2 million secured
second lien term loan facility.
The Credit Agreements were to mature in December 2022, and the
maturity date was extended to December 2023.
As of June 30, 2023, PREIT had outstanding borrowings of $305.7
million under the First Lien Term Loan Facility, $689.8 million
under the Second Lien Term Loan Facility and $27.5 million under
the First Lien Revolving Facility. The carrying value of the Term
Loans on PREIT's consolidated balance sheet as of June 30, 2023, is
net of $1.4 million of unamortized debt issuance costs. The maximum
amount that was available to PREIT under the First Lien Revolving
Facility as of June 30, 2023 was $102.5 million.
In August 2023, PREIT borrowed $15.0 million under the First Lien
Revolving Facility.
Wilmington Savings Fund Society, FSB is Administrative Agent under
the First Lien Credit Agreement, the Second Lien Credit Agreement
and, in each case, the related loan documents. There is currently
no letter of credit issuer under the First Lien Revolving Facility,
accordingly, the Company cannot currently access the letters of
credit sub-facility.
PREIT's obligations under the Credit Agreements are guaranteed by
certain of its subsidiaries. PREIT's obligations under the Credit
Agreements and the guaranties are secured by mortgages and deeds of
trust on a portfolio of 10 of the subsidiaries' properties,
including nine malls and one additional parcel. The obligations are
further secured by a lien on substantially all of PREIT's personal
property pursuant to collateral agreements and a pledge of
substantially all of the equity interests held by PREIT and the
guarantors, pursuant to pledge agreements, in each case subject to
limited exceptions.
In December 2022, PREIT exercised its option and satisfied the
conditions to extend the maturity date of the Credit Agreements,
such that it is now December 10, 2023. The Credit Agreements
contain cross-default provisions that trigger an event of default
if PREIT fails to make certain payments or otherwise fail to comply
with obligations with respect to certain of its other
indebtedness.
First Lien Credit Agreement
Amounts borrowed under the First Lien Credit Agreement may be
either Base Rate Loans or LIBOR Loans. Base Rate Loans bear
interest at the highest of (a) the Prime Rate, (b) the Federal
Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus
1.0%, provided that the Base Rate will not be less than 1.50% per
annum, in each case plus (w) for revolving loans, 2.50% per annum,
and (x) for term loans, 4.74% per annum. LIBOR Loans bear interest
at LIBOR plus (y) for revolving loans, 3.50% per annum, and (z) for
term loans, 5.74% per annum, in each case, provided that LIBOR will
not be less than 0.50% per annum. Interest is due to be paid in
cash on the last day of each applicable interest period (with
rolling 30-day interest periods) and on the Maturity Date.
PREIT is required to pay certain fees to the administrative agent
for the account of the lenders in connection with the First Lien
Credit Agreement, including an unused fee for the account of the
revolving lenders, which will accrue (i) 0.35% per annum on the
daily amount of the unused revolving commitments when that amount
is greater than or equal to 50% of the aggregate amount of
revolving commitments, and (ii) 0.25% when that amount is less than
50% of the aggregate amount of revolving commitments. Accrued and
unpaid unused fees will be payable quarterly in arrears during the
term of the First Lien Credit Agreement and on the revolving
termination date (or any earlier date of termination of the
revolving commitments or reduction of the revolving commitments to
zero).
Letters of credit and the proceeds of revolving loans may be used
(i) to refinance indebtedness under the Bridge Credit Agreement
(which agreement was canceled and refinanced upon PREIT's entry
into the Credit Agreements), (ii) for working capital and general
corporate purposes (subject to certain exceptions set forth in the
First Lien Credit Agreement, including limitations on investments
in non-borrowing base properties), and (iii) to fund professional
fee payments and other fees and expenses subject to the provisions
of a Chapter 11 plan in PREIT's 2020 bankruptcy and related
confirmation order and for other uses permitted by the provisions
of the First Lien Credit Agreement, Plan and confirmation order, in
each case consistent with an approved annual business plan. PREIT
may terminate or reduce the amount of the revolving commitments at
any time and from time to time without penalty or premium, subject
to the terms of the First Lien Credit Agreement.
Second Lien Credit Agreement
Amounts borrowed under the Second Lien Credit Agreement may be
either Base Rate Loans or LIBOR Loans. Base Rate Loans bear
interest at the highest of (a) the Prime Rate, (b) the Federal
Funds Rate plus 0.50% and (c) the LIBOR Market Index Rate plus
1.0%, provided that the Base Rate will not be less than 1.50% per
annum, in each case plus 7.00% per annum. LIBOR Loans bear interest
at LIBOR plus 8.00% per annum, provided that LIBOR will not be less
than 0.50% per annum. Interest is due to be paid in kind on the
last day of each applicable interest period (with rolling 30-day
interest periods) by adding the accrued and unpaid amount thereof
to the principal balance of the loans under the Second Lien Credit
Agreement and then accruing interest on the increased principal
amount (provided that after the discharge of PREIT's obligations
under the First Lien Credit Agreement and any other senior debt
obligations, interest will be paid in cash). PREIT is required to
pay certain fees to the administrative agent for the account of the
lenders in connection with the Second Lien Credit Agreement.
On May 12, 2023, the Credit Agreements were amended to replace the
interest rate benchmark from LIBOR to SOFR. As a result, borrowings
under the Credit Agreements other than Base Rate Loans, will bear
interest at Term SOFR plus 0.10% plus an applicable margin for each
agreement.
Covenants
Each of the Credit Agreements contains, among other restrictions,
certain affirmative and negative covenants, including, without
limitation, requirements that PREIT:
* maintain liquidity of at least $25.0 million, to be
comprised of unrestricted cash held in certain deposit accounts
subject to control agreements, up to $5.0 million held in a certain
other deposit account excluded from the collateral, the unused
revolving loan commitments under the First Lien Credit Agreement
(to the extent available to be drawn), and amounts on deposit in a
designated collateral proceeds account and amounts on deposit in a
cash collateral account;
* not retain more than $6.5 million of cash in unrestricted
property-level accounts held by the subsidiaries that are owners
of real property (subject to certain exceptions);
* maintain a minimum senior debt yield of 11.35% from and
after June 30, 2021;
* maintain a minimum corporate debt yield of (a) 6.50% from
June 30, 2021 through and including September 30, 2021 and (b)
7.25% from and after October 1, 2021;
* provide to the administrative agent, among other things,
PREIT and its subsidiaries' quarterly and annual financial
statements, annual budget, reports on projected sources and uses of
cash, and an updated annual business plan, as well as quarterly and
annual operating statements, rent rolls, and certain other
collections and tenant reports and information as the
administrative agent may reasonably request with respect to each
Borrowing Base Property;
* maintain PREIT's status as a REIT;
* use commercially reasonable efforts to obtain subordination,
non-disturbance and attornment agreements from each tenant under
certain Major leases as well as ground lease estoppel certificates
from each ground lessor of a borrowing base property;
* comply with the requirements of the various security
documents and, at the administrative agent's request, promptly
notify the administrative agent of any acquisition of any owned
real property that is not subject to a mortgage and grant liens on
such real property to secure obligations under the applicable
Credit Agreement;
* not amend any existing sale agreements with respect to
borrowing base properties to result in a reduction of cash
consideration by 20% or more; and
* not retain more than $6.5 million of cash in property-level
accounts held by the subsidiaries that are owners of real property
(subject to certain exceptions).
The First Lien Credit Agreement and, after the Senior Debt
Obligations are discharged, the Second Lien Credit Agreement, each
prohibit PREIT from (i) entering into major leases, (ii) assigning
leases, (iii) discounting any rent under leases where the leased
premises is at least 7,500 square feet at a borrowing base property
and the discounted amount is more than $750,000 and more than 25%
of the aggregate contractual base rent payable over the initial
term (not including any extension options), (iv) collecting rent in
advance, (v) terminating or modifying the terms of any major lease
or releasing or discharging tenants from any obligations
thereunder, (vi) consenting to a tenant's assignment or subletting
of a major lease, or (vii) subordinating any lease to any other
deed of trust, mortgage, deed to secure debt or encumbrance, other
than the mortgages already encumbering the applicable borrowing
base property and the mortgages entered into in connection with the
other Credit Agreement.
Under the First Lien Credit Agreement, and under the Second Lien
Credit Agreement after the First Lien Termination Date, any amounts
equal to or greater than $2.5 million but less than $3.5 million
received by or on behalf of a guarantor in consideration of any
termination or modification of a lease (or the release or discharge
of a tenant) are subject to restrictions on use, and such amounts
that are equal to or greater than $3.5 million must be applied to
reduce PREIT's outstanding obligations under the applicable Credit
Agreement.
As of June 30, 2023, PREIT were in compliance with all financial
covenants under the Credit Agreements.
The Borrower may be reached at:
Andrew Ioannou
PREIT Associates, L.P.
2005 Market Street, Suite 1000
Philadelphia, PA 19103
Telephone: (215) 875-0700
Facsimile: (215) 546-7311
PREIT Associates, L.P. is advised by:
Eirik Tellefsen, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103-6996
Telephone: (215) 988-2625
Facsimile: (215) 988-2757
Wilmington Savings Fund Society, as Administrative Agent, may be
reached at:
Patrick Healy
Wilmington Savings Fund Society, FSB
500 Delaware Avenue
Wilmington, DE 19801
Email: AdminAgencyMO@wsfsbank.com
About Pennsylvania REIT
Philadelphia, Pa.-based Pennsylvania Real Estate Investment Trust,
a Pennsylvania business trust founded in 1960 and one of the first
equity real estate investment trusts in the United States, has a
primary investment focus on retail shopping malls located in the
eastern half of the United States, primarily in the Mid-Atlantic
region. As of June 30, 2023, PREIT's portfolio consists of a total
of 23 properties operating in eight states, including 19 shopping
malls, three other retail properties and one development property.
As of June 30, 2023, PREIT has $1,722,358,000 in total assets and
$1,940,323,000 in total liabilities.
On October 7, 2020, PREIT and certain of its wholly owned direct
and indirect subsidiaries entered into a Restructuring Support
Agreement, which contemplated agreed-upon terms for a financial
restructuring of the then-existing debt and certain other
obligations. On November 1, 2020, PREIT and certain of its wholly
owned subsidiaries commenced voluntary cases under Chapter 11 of
the Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware under the caption In re Pennsylvania Real
Estate Investment Trust, et al. and filed its prepackaged chapter
11 plan of reorganization with the Bankruptcy Court. On November
30, 2020, the Bankruptcy Court entered an order confirming the
Plan. The Plan became effective and PREIT subsequently emerged
from bankruptcy on December 10, 2020. As part of the Plan, PREIT
entered into (a) an Amended and Restated First Lien Credit
Agreement for secured loan facilities consisting of: (i) a secured
first lien revolving credit facility allowing for borrowings up to
$130.0 million, including a sub-facility for letters of credit to
be issued thereunder in an aggregate stated amount of up to $10.0
million; and (ii) a $384.5 million secured first lien term loan
facility, as well as (b) a Second Lien Credit Agreement for a
$535.2 million secured second lien term loan facility. The final
decree closing the bankruptcy case was entered by the Bankruptcy
Court on March 11, 2021.
PENNSYLVANIA REIT: Incurs $45.6 Million Net Loss in Second Quarter
------------------------------------------------------------------
Pennsylvania Real Estate Investment Trust filed with the Securities
and Exchange Commission its Quarterly Report on Form 10-Q
disclosing a net loss of $45.60 million on $67.44 million of total
revenue for the three months ended June 30, 2023, compared to a net
loss of $11.01 million on $73.13 million of total revenue for the
three months ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $91.35 million on $134.71 million of total revenue compared
to a net loss of $43.99 million on $142.56 million of total revenue
for the same period during the prior year.
As of June 30, 2023, the Company had $1.72 billion in total assets,
$1.94 billion in total liabilities, and a total deficit of $217.96
million.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/77281/000095017023038331/pret-20230630.htm
About Pennsylvania Real Estate
PREIT, a Pennsylvania business trust founded in 1960 and one of the
first equity real estate investment trusts ("REITs") in the United
States, has a primary investment focus on retail shopping malls
located in the eastern half of the United States, primarily in the
Mid-Atlantic region. It currently owns interests in 23 retail
properties, of which 22 are operating properties and one is a
development property.
PREIT reported a net loss of $150.57 million in 2022 following a
net loss of $135.87 million in 2021.
Philadelphia, Pennsylvania-based BDO USA, LLP, PREIT's auditor
since 2022, issued a "going concern" qualification in its report
dated March 27, 2023, citing that the Company has two secured
credit agreements maturing in December 2023 which raises
substantial doubt about its ability to continue as a going concern.
PURDUE PHARMA: Wants Chapter 11 Challenge Rejected
--------------------------------------------------
Aaron Keller of Law360 reports that Purdue Pharma, a key target of
U.S. opioid litigation, has asked the U.S. Supreme Court to allow
its bankruptcy restructuring plan to proceed, arguing that a U.S.
trustee's stay request is unnecessary for several reasons,
including the plan's timeline, its broad support and the trustee's
purported lack of standing.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as
legal counsels; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk, LLC, is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The
dealresolves some 3,000 lawsuits filed by state and local
governments, Native American tribes, unions, hospitals and others
who claimed the company's marketing of prescription opioids helped
spark and continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
In early March 2022, Purdue Pharma reached a nationwide settlement
over its role in the opioid crisis, with the Sackler family members
boosting their cash contribution to as much as $6 billion. The
settlement was hammered out with attorneys general from the eight
states -- California, Connecticut, Delaware, Maryland, Oregon,
Rhode Island, Vermont and Washington -- and D.C. who had opposed
the previous settlement.
RANDAZZO'S CLAM: Unsecureds Owed $254K to Get $50K
--------------------------------------------------
Randazzo's Clam Bar of NY Inc. submitted an Amended Disclosure
Statement concerning the Chapter 11 Liquidating Plan.
The Debtor operates a world famous seafood restaurant in Brooklyn,
NY and has been in existence for decades. COVID-19 Pandemic and
shut down of restaurant industry by city for more than two years
had a devastating affect on Debtor and it sales. It is only since
all COVID restrictions were lifted that sales have resumed to pre
COVID numbers. The Debtor currently has 11 employees. In the past
it had as many as 23 employees.
The Plan provides for an auction sale of Property on Sept. 19, 2023
at 3:30 p.m. with proceeds of Sale to be distributed to creditors
pursuant to relative priorities under Bankruptcy Code and
applicable state law. Grandma's Clam Bar LLC ("GCB"), the entity
that Debtor has entered into a contract with to sell Debtor's
business and assets to has agreed to pay a sum sufficient to
ensure: (i) payment of Administrative Claims and Priority Claims in
full; (ii) payment off secured claim in full; (iii) payment of
landlord's claim in full overtime; (iv) payment of up to $50,000 to
be distributed pro-rata to holders of Allowed General Unsecured
Claims.
With respect to Priority Claims and Non-Professional Administrative
Claims, Disbursing Agent will pay 100% of such allowed claims on
Effective Date from proceeds from Sale of Property. The Debtor
estimates said claims to be approximately $194,000.
With respect to Administrative Claims of Professionals, Disbursing
Agent shall pay 100% of such Allowed Claims in full from Sale of
Property, if any, remaining after payment of Allowed Class 1 Claim
on later of: (i) Effective Date; or (ii) entry of an order of Court
approving fees and expenses of such Professional pursuant to
section 330 of Bankruptcy Code. The Debtor estimates that
Administrative Claims of Professionals are approximately $90,000.
Under the Plan, Class 3 Allowed General Unsecured Claims total
$254,000. On Claim Resolution Date, and after payment of Allowed
Administrative Claims, Allowed Priority Claims, Allowed Class 1
Claim and Class 2 in full, Disbursing Agent will pay a pro-rata
share of up to $50,000 provided that the amount of distribution to
holders of Allowed Class 3 Claims will not exceed 100% of Allowed
Claims. Class 3 is impaired.
Funds required for Plan confirmation and performance will be
provided from proceeds from Sale of Property.
Disbursing Agent will cause Property to be sold at a public auction
to be held on September 19, 2023 at 3:30 PM EST ("Auction Date") at
United States Bankruptcy Court for Eastern District New York,
Federal Courthouse, Federal Plaza, 271-C Cadman Plaza East,
Brooklyn, New York 11201-1800 ("Courthouse"), by Microsoft Teams
streaming video service.
Successful Bidder at Auction shall be required at Closing to pay a
minimum of $465,000.00 as outlined above plus additional sum over
said sum that is the successful bid. Property shall be sold free
and clear of all liens, claims and encumbrances pursuant to
Bankruptcy Code § 363(f), which liens, claims and encumbrances
shall upon closing attach to proceeds of Sale in same order of
priority that currently exist on Property. Sale of Property at
Auction is without representation or warranties of any kind, nature
or description by Debtor. Property shall be transferred "as is,"
"where is" and "with all faults." Any warranty of merchantability
or fitness for a particular purpose, is expressly disclaimed and re
shall be no warranty, express or implied, as to nature, quality,
value or condition of property of any portion thereof. Each bidder
for Property will be deemed to acknowledge and represent that it:
(a) has had an opportunity to conduct due diligence regarding
Property prior to making its bid; (b) has relied solely upon its
own independent review, investigation, and inspection of any
documents and/or Property in making its bid; and c) did not rely
upon or receive any written or oral statements, representations,
promises, warranties, or guaranties whatsoever, whether express,
implied by operation of law, or orwise, with respect to Property,
or completeness of any information provided in connection with Sale
or Auction.
Except for GCB, any prospective bidder wishing to bid for at
Auction must have first submitted an initial bid ("Bid") satisfying
requirements of Article VII of Plan. All bidders who submit a Bid
in accordance with Plan, and GCB, are each a "Bidder." Except for
GCB, to become a Bidder, a prospective bidder must submit a Bid to
Disbursing Agent by hard copy or by email by Sept. 1, 2023 by 5 pm
EST ("Initial Bid Deadline").
By submitting a bid one shall be deemed to acknowledge that it
understands and is bound by terms of Auction procedures set forth
in Article VII of Plan. To be designated a bid, a bid must be
submitted prior to Initial Bid Deadline and must (i) be submitted
in form of an executed Purchase and Sale Agreement in form annexed
to Plan as Exhibit 1, executed by a duly authorized officer of
prospective bidder ("Purchase Agreement"); (ii) be accompanied by a
10% deposit to Disbursing Agent by wire transfer ("Deposit") in
accordance with wiring instructions provided by Disbursing Agent.
Each Deposit shall be held by Disbursing Agent in a non-interest
bearing account. Deposits of prospective bidders, or than
Successful Bidder and Back-Up Bidder shall be returned in
accordance with Article VII of Plan; (iii) At Initial Bid Deadline
provide written evidence of an irrevocable commitment for
financing, without any contingency or satisfactory written evidence
that prospective bidder has financial ability to close transaction
in Bid and to pay proposed purchase price in available funds no
later than Closing Date; (iv) be accompanied by a board resolution,
written consent, or similar document demonstrating authority of
bidder to submit, execute, deliver and close proposed sale
transaction; (v) include an acknowledgment and representation that
prospective bidder: (a) will complete any and all due diligence
regarding Property prior to Auction; (b) will waive all
contingencies of its bid at or prior to Auction, c) has relied
solely upon its own independent review, investigation, and/or
inspection of any documents and/or Property in making its bid; (vi)
did not rely upon any written or oral statements, representations,
promises, warranties, or guaranties whatsoever, express, implied
regarding Property, or any information provided in connection
herewith or Auction, except as stated in Purchase Agreement; (vii)
All Bidders shall bear ir own costs and expenses; (viii) after
review of documents, Debtor will determine when a party submitting
a bid: (i) has demonstrated financial capacity to consummate
proposed purchase of Property, (ii) is reasonably likely to
consummate contemplated transaction if selected as Buyer, and (iii)
has satisfied requirements described above, so as to be a Bidder.
Debtor shall share information received from prospective bidders
with GCB.
The Bankruptcy Court has set Sept. 19, 2023, at 3:30 p.m. of that
day as a hearing on confirmation of Plan and objections thereto,
which hearing will be held before Honorable Nancy Hershey Lord in
United States Bankruptcy Court, Conrad B. Duberstein U.S.
Courthouse, 271-C Cadman Plaza East, Brooklyn, New York 11201.
The Bankruptcy Court has fixed Sept.1, 2023, at 5:00 p.m. As Date
and time by which all written objections to confirmation of Plan
must be filed with Bankruptcy Court and served upon attorneys for
debtor and United States Trustee.
Holders of Claims or interests which are impaired under Plan may
vote to accept or reject Plan by completing and returning enclosed
ballot so as to be received on or before September 1, 2023 at 5:00
P.M. by Debtor's attorney Vincent Lentini, Esq. 1129 Northern
Blvd., Suite 404, Manhasset, NY 11030.
Attorney for the Debtor:
Vincent M. Lentini, Esq.
1129 Northern Blvd., Suite 404
Manhasset, NY 11030
Tel: (516) 228-3214
E-mail: vincentmlentini@gmail.com
A copy of the Amended Disclosure Statement dated August 2, 2023, is
available at bit.ly/45fXISi from PacerMonitor.com.
About Randazzo's Clam Bar of NY
Randazzo's Clam Bar NY Inc. operates a world-famous seafood
restaurant in Brooklyn, NY.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y.
Case No. 23-41151) on April 3, 2023, with as much as $1 million in
assets and $100,001 to $500,000 in liabilities. Judge Nancy
Hershey Lord oversees the case.
The Debtor tapped Vincent M. Lentini, Esq., as bankruptcy attorney
and Ross Strent and Company, LLP as accountant.
Secured creditors Novac Equities, LLC and Forever Funding, LLC are
represented by Todd A. Zuckerbrod, Esq.
RAPID METALS: Committee Seeks to Hire Bernstein-Burkley as Counsel
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 case of Rapid Metals, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Bernstein-Burkley, PC as lead counsel.
The firm will render these services:
(a) provide the committee with legal advice concerning its
statutory powers and duties in connection with the Debtor's Chapter
11 case;
(b) assist the committee in investigating the acts, conduct,
assets, liabilities, and financial condition and affairs of the
Debtor and the operation of its business;
(c) participate in the formulation of any plan and analysis of
proposals by the Debtor or others;
(d) advise and analyze any proposed disposition of assets of
the Debtor outside of a plan; and
(e) perform such other legal services as may be reasonably
required on behalf of or requested by the committee to allow it to
appropriately perform its duties.
The hourly rates of the firm's counsel and staff are as follows:
Attorneys $235 - $625
Paralegals $175 - $195
Harry Greenfield, Esq., an attorney at Bernstein-Burkley, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Harry W. Greenfield, Esq.
Bernstein-Burkley, PC
600 Superior Ave., East
1300 Fifth Third Center
Cleveland, OH 44114
Telephone: (412) 456-8100
Email: hgreenfield@bernsteinlaw.com
About Rapid Metals
Rapid Metals, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-46098) on July 12,
2023, with $10 million to $50 million in both assets and
liabilities. Judge Maria L. Oxholm oversees the case.
Charles D. Bullock, Esq., at Stevenson & Bullock, PLC is the
Debtor's legal counsel.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent the Debtor's unsecured creditors. The
committee tapped Bernstein-Burkley, PC as bankruptcy counsel and
Schafer and Weiner, PLLC as local counsel.
RUTHERFORD ENTERPRISES: Taps Sanders, Holloway & Ryan as Accountant
-------------------------------------------------------------------
Rutherford Enterprises 1, LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Florida to employ
Sanders, Holloway & Ryan, C.P.A.
The Debtor requires an accountant to prepare its tax returns and
provide other accounting and bookkeeping services.
The firm will be paid between $65 and $250 per hour depending on
the work performed.
Mark Ryan, a partner at Sanders, Holloway & Ryan, disclosed in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mark J. Ryan
Sanders, Holloway & Ryan, C.P.A.
2878 Mahan Drive
Tallahassee, FL 32308
Tel: (850) 222-1608
Fax: (850) 222-2982
About Rutherford Enterprises 1
Rutherford Enterprises 1, LLC, a company in Tallahassee, Fla.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. N.D. Fla. Case No. 23-40217) on June 16, 2023, with
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Jodi Daniel Dubose, Esq., at Stichter, Riedel, Blain &
Postler P.A. has been appointed as Subchapter V trustee.
Judge Karen K. Specie oversees the case.
The Debtor tapped Byron W. Wright III, Esq., at Bruner Wright, P.A.
as legal counsel and Sanders, Holloway & Ryan, C.P.A. as
accountant.
SANCHEZ ENERGY: Unsecured Creditors Got Majority Stake
------------------------------------------------------
Rick Archer of Law360 reports that a Texas bankruptcy judge has
ended a years-long dispute over recoveries from oil driller Sanchez
Energy's 2020 Chapter 11 plan, finding unsecured creditors are
entitled to the majority of the shares in the now reorganized and
renamed company.
About Sanchez Energy Corp.
Sanchez Energy Corporation and its affiliates --
https://sanchezenergycorp.com/ -- are independent exploration and
production companies focused on the acquisition and development of
U.S. onshore oil and natural gas resources. Sanchez Energy is
currently focused on the development of significant resource
potential from the Eagle Ford Shale in South Texas, and holds other
producing properties and undeveloped acreage, including in the
Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana.
As of Dec. 31, 2018, the companies had approximately 325,000 net
acres of oil and natural gas properties with proved reserves of
approximately 380 million barrels of oil equivalent and interests
in approximately 2,400 gross producing wells.
Sanchez Energy and 10 affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 19-34508) on
Aug. 11, 2019. As of June 30, 2019, the companies disclosed
$2,159,915,332 in assets and $2,854,673,930 in liabilities.
The cases have been assigned to Judge Marvin Isgur.
The companies tapped Akin Gump Strauss Hauer & Feld LLP and Jackson
Walker L.L.P. as bankruptcy counsel; Moelis & Company LLC as
financial advisor; Alvarez & Marsal North America LLC as
restructuring advisor; and Prime Clerk LLC as notice and claims
agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 26, 2019. The committee tapped Milbank LLP and
Locke Lord LLP as its co-counsel.
SANTA CLARITA LLC: Sept. 19 Hearing on Disclosure Statement
-----------------------------------------------------------
Judge Madeleine C. Wanslee has entered an order that the Court will
consider the approval of the Disclosure Statement of Santa Clarita,
LLC at a hearing on September 19, 2023 at 2:00 p.m. The Disclosure
Statement Hearing will be held by (1) videoconference by visiting
www.zoomgov.com, Meeting ID: 160 2682 4253, Passcode: 425399; or
(2) telephone by calling (833) 568-8864, Meeting ID: 160 2682 4253,
Passcode: 425399.
The objection must be filed and served by September 12, 2023 (which
is at least 7 calendar days prior to the Disclosure Statement
Hearing).
About Santa Clarita
Santa Clarita, LLC was formed in 1998 by Remediation Financial,
Inc. for the sole purpose of acquiring a real property consisting
of approximately 972 acres of undeveloped land generally located at
22116 Soledad Canyon Road, Santa Clarita, Calif. The Debtor
purchased the property from Whittaker Corporation, which used the
property to manufacture munitions and related items for the U.S.
Department of Defense. The soil and groundwater on the property
suffered environmental contamination thus the property required
remediation before it could be developed.
In January 2019, the controlling interest in RFI was acquired by
Glask Development, LLC. Glask Development has two members, K&D Real
Estate Consulting, LLC and Gracie Gold Development, LLC. The
Debtor's sole member and manager is RFI.
Santa Clarita filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12402) on
Nov. 12, 2020. At the time of filing, the Debtor disclosed $100
million to $500 million in assets and $500 million to $1 billion in
liabilities. Judge Madeleine C. Wanslee oversees the case.
Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, is the
Debtor's legal counsel. The Debtor also tapped the services of
financial and accounting expert, J.S. Held LLC.
SAVANNAH CAPITAL: Unsecureds Will be Paid 100% of Its Claims
------------------------------------------------------------
Savannah Capital, LLC, submitted a Second Amended Disclosure
Statement dated August 2, 2023.
The Debtors' Plan proposes a resolution to creditor claims through
the sale or liquidation of all assets. The Plan proposes to pay
claims pursuant to the priority set forth in 11 U.S.C section 507,
with remaining funds distributed pro-rata to equity, and then
dissolve Savannah Capital.
Savannah Capital's assets consisted of the following:
* Savannah Capital was the sole owner of the following real
property in Metter, Georgia:
a. Parcel M45 081 located at 307 S. Terrel Street, Metter, GA
("Parcel M45")
b. Parcel M56 001 located at Trapnell Street, Metter, GA
("Parcel M56"); and
c. Easement 44.85 AC on Hiawatha Street ("Easement 44.85").
(collectively, the "Metter Real Properties")
Savannah Capital obtained Bankruptcy Court approval and sold
the Metter Real Properties. Savannah Capital obtained net proceeds
from the sale of the Parcel M45 and Parcel M456 $276,863.97 and
$7,449.64 from the sale of Easement 44.85.
* Savannah Capital owns 100% of the equity interests in New
Broughton Street and New Broughton Street owns the following
assets: real property located at 332, 320, 318, 312, 310 West
Broughton Street in Savannah, Georgia (the "NBS Real Property").
The NBS Real Property is the only asset of New Broughton Street.
* Savannah Capital owns 50% of the equity interests in Deville
Corp. Deville Corp owns certain real property located at 406 & 408
Broadway in Nashville, Tennessee (the "Deville Corp Real
Property"). In addition to the Deville Corp Note and Mortgage,
defined below, there are two other encumbrances on the Deville Corp
Real Property: (i) a lease with a $2 million cancellation penalty
that held by Donald Lee Pitisci ("Pitisci Lease") and (ii) a first
position note and deed of trust held by an entity controlled by
Donald Lee Pitisci ("Pitisci"). The December 2021 Deville Corp
financials indicate that there is approximately $1,240,000 still
owed on the note. Thus, these encumbrances are estimated to be
approximately $3.24 million.
* Savannah Capital held a promissory note and deed of trust
from Deville Corp in the principal amount of $1,200,000.00, which
is secured by the Deville Corp Real Property (the "Deville Corp
Note and Mortgage"). Savannah Capital obtained Bankruptcy Court
approval and sold the Deville Corp Note and Mortgage for more than
the principal amount and retained net proceeds of $1,296,000.00.
* The Debtors' Plan proposes a resolution to creditor claims
through the sale or liquidation of its assets and the assets of its
subsidiaries. The Plan proposes to pay the proceeds pursuant to 11
U.S.C section 507. Creditors will be paid in full by order of
priority, and remaining funds will be distributed pro-rata to
equity. Savannah Capital will be dissolved after completion of all
distributions.
Under the Plan, Class 2: Settled Claim of the Callen Trust is
impaired. Claim No. 2 of Ryan Roa, as Trustee for the Callen Trust.
The full settled Callen Trust Claim will be paid from the
liquidation.
Class 3 Allowed General Unsecured Claims are impaired. Allowed
General Unsecured Creditors will be paid 100% of their claims from
the liquidation proceeds contemplated herein.
Debtor Savannah Capital will liquidate entirely by selling its
ownership interest in Deville Corp. through the sale of its Deville
Corp. Stock as indicated above and through the liquidation of the
NBS Real Property. If the sale of the Deville Corp. Stock does not
close, Savannah Capital intends to support and advance a sale of
the Deville Corp Real Property or its Deville Corp. Stock upon
terms agreed upon by sufficient members of Savannah Capital. The
Debtors' real and personal property will be sold to pay allowed
creditors in accordance with 11 U.S.C. §507, as detailed herein.
All proceeds obtained by Savannah Capital via the liquidation will
pay creditors in full, and then be distributed pro-rata to equity.
Savannah Capital will be dissolved following final distributions.
Attorney for the Plan Proponent:
Jake C. Blanchard, Esq.
BLANCHARD LAW, P.A.
8221 49th Street North
Pinellas Park, FL 33781
Tel: (727) 531-7068
Fax: (727) 535-2086
E-mail: jake@jakeblanchardlaw.com
A copy of the Second Amended Disclosure Statement dated August 2,
2023, is available at bit.ly/3KtmiaC from PacerMonitor.com.
About Savannah Capital
Savannah Capital, LLC, is an asset management company based in
Savannah, Ga.
Savannah Capital and its affiliate, New Broughton Street, LLC,
sought Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 22
01431) on April 11, 2022. In the petitions filed by Kris Callen, as
manager, both Debtors listed up to $50,000 in assets and up to $10
million in liabilities.
Judge Catherine Peek McEwen oversees the case.
Jake C. Blanchard, Esq., at Blanchard Law, P.A. is the Debtor's
counsel.
SECURED COMMUNICATIONS: $550,000 DIP Loan Wins Interim OK
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Secured Communications, Inc. to use cash collateral and obtain
postpetition financing, on an interim basis.
The Debtor obtained post-petition financing, consisting of senior
secured superpriority, multi-draw term loans in the aggregate
maximum interim amount of $100,000 and the aggregate maximum final
amount of $550,000, from Norman Willox, John P. Benson, and Peter
Ernaut. The Debtor will use the money to:
(i) pay certain costs, fees and expenses related to the
Chapter 11 Case as provided for in the DIP Orders;
(ii) subject to the entry of a Final Order, roll up and convert
up to $348,924 of the Prepetition Secured Loan Obligations into DIP
Loans; and
(iii) provide working capital and for other general corporate
purposes.
As of the Petition Date, the Debtor was indebted to the Prepetition
Lenders in connection with the Prepetition Secured Loans as
follows:
(a) The Debtor was indebted to Mr. Willox under a multi-draw
Secured Promissory Note, dated as of May 16, 2023, with a maximum
original principal amount of up to $150,000, executed by the Debtor
in favor of Mr. Willox, as amended by a First Amendment to Secured
Promissory Note dated as of July 5, 2023,
(b) the Debtor was indebted to Mr. Benson under a multi-draw
Secured Promissory Note, dated as of May 16, 2023, with a maximum
original principal amount of up to $150,000, executed by the Debtor
in favor of Mr. Benson, as amended by a First Amendment to Secured
Promissory Note dated as of July 5, 2023, and
(c) the Debtor was indebted to Mr. Ernaut under a multi-draw
Secured Promissory Note dated as of July 5, 2023, with a maximum
original principal amount of up to $50,000, executed by the Debtor
in favor of Mr. Ernaut.
Subject to entry of the Final Order, all of the outstanding
Prepetition Secured Loans will be converted into DIP Obligations;
provided that, pending entry of the Final Order, for each $1 drawn
by the Debtor under the DIP Loans, $1 of the Prepetition Secured
Loans will convert or "roll up" into DIP Obligations. The
Prepetition Secured Loans utilized as of the Petition Date and the
amount in the Budget amount under the DIP Loans will be used for
operating expenses.
As adequate protection for the use of cash collateral, the
Prepetition Lenders are granted a valid, binding, continuing,
enforceable, fully perfected replacement (and if applicable, new)
security interest in and lien on the DIP Collateral.
The Prepetition Lenders are also granted allowed administrative
expense claim against the Debtor on a joint and several basis with
priority over all other administrative claims in the Chapter 11
Case (subject only to the Carve Out). The Adequate Protection
Claims are junior to the DIP Superpriority Claims.
The events that constitute an "Event of Default" include:
(i) The Debtor's failure to comply with any material provision
of the Interim Order (except where the failure would not materially
and adversely affect the DIP Lenders);
(ii) Any order authorizing the Borrower to obtain the DIP Loan,
whether on an interim or final basis, is reversed, vacated, stayed,
amended, supplemented, or otherwise modified in a manner which
materially and adversely affects the rights of the DIP Lenders;
(iii) Failure of any representation or warranty of the Borrower
contained in any DIP Loan Document to be true and correct in all
material respects when made;
(iv) Failure to comply with the Budget; and
(v) The DIP Lenders will cease to have a valid and perfected
first-priority security interest in and lien on any DIP Collateral
(other than upon a release by reason of a transaction that is
permitted by the DIP Lenders).
The Carve-Out means:
(i) Statutory fees payable to the U.S. Trustee pursuant to 28
U.S.C. section 1930(a)(6);
(ii) Fees payable to the Clerk of the Court;
(iii) Subject to the terms and conditions of the Interim DIP
Order and the Budget, the unpaid outstanding reasonable fees and
expenses actually incurred on or after the Petition Date, provided
for in the Budget and approved and allowed by an order of the
Bankruptcy Court pursuant to Bankruptcy Code sections 326, 328, 330
or 331 by attorneys, accountants and other professionals retained
by the Debtor and the subchapter 5 trustee under Bankruptcy Code
sections 327 or 1103(a), regardless of when such Bankruptcy
approval is given; and
(iv) the fees and expenses payable to the subchapter V trustee.
A final hearing on the matter is set for August 29 at 10 a.m.
A copy of the order is available at https://urlcurt.com/u?l=y0gc8F
from PacerMonitor.com.
About Secured Communications, Inc.
Secured Communications, Inc. is a global technology company
specializing in safeguarding communications. The Debtor sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 23-11043) on August 1, 2023. In the petition signed
by Damien Fortune, chief financial officer and chief operating
officer, the Debtor disclosed $819,354 in assets and $2,794,128 in
liabilities.
Judge Thomas M. Horan oversees the case.
William E. Chipman, Jr., Esq., at CHIPMAN BROWN CICERO & COLE, LLP,
represents the Debtor as legal counsel.
SERENE DISTRICT: Seeks to Hire Eric A. Liepins as Legal Counsel
---------------------------------------------------------------
Serene District Townhomes, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Eric
A. Liepins, PC as its bankruptcy counsel.
The Debtor requires the assistance of a counsel for the purpose of
orderly liquidating the assets, reorganizing the claims of the
estate, and determining the validity of claims asserted in the
estate.
The hourly rates of the firm's counsel and staff are as follows:
Eric A. Liepins $275
Paralegals and Legal Assistants $30 - $50
In addition, the firm will seek reimbursement for expenses
incurred.
The firm has been paid a retainer of $3,500 plus filing fee.
Mr. Liepins, the sole shareholder of the firm, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
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 Serene District Townhomes
Serene District Townhomes, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The Debtor owns real
property located at 2701 S. Highway 78, Wylie Texas, valued at $2
million.
Serene District Townhomes filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
23-41365) on July 31, 2023. In the petition signed by Ryan Cole,
managing member, the Debtor disclosed $2,000,000 in total assets
and $1,375,000 in total liabilities.
Eric A. Liepins, PC serves as the Debtor's counsel.
SIANA OIL & GAS: Taps Baker & Associates as Legal Counsel
---------------------------------------------------------
Siana Oil & Gas Co., LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Baker &
Associates as counsel.
The firm's services include:
a. Analysis of the financial situation of the Debtor;
b. Legal advice with respect to the Debtor's duties under the
Bankruptcy Code;
c. Preparation and filing of schedules of assets and
liabilities, statements of affairs and legal documents;
d. Representation of the Debtor at the first meeting of
creditors and such other services as may be required during the
course of its Chapter 11 bankruptcy proceedings;
e. Representation of the Debtor in all proceedings before the
bankruptcy court and in any other judicial or administrative
proceeding where the rights of the Debtor may be litigated or
otherwise affected;
f. Preparation and filing of a disclosure statement and
Chapter 11 plan of reorganization; and
g. Assistance to the Debtor in any matters relating to its
Chapter 11 case.
Baker & Associates will be paid based upon its normal and usual
hourly billing rates and will be reimbursed for out-of-pocket
expenses incurred.
The Debtor paid the firm the amount of $11,738 prior to the filing
of the case. The firm applied $1,738 for filing fees and the
remaining amount for the payment of pre-bankruptcy fees and other
expenses.
Reese Baker, Esq., a partner at Baker & Associates, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane, Ste 300
Houston, TX 77024
Tel: (713) 869-9200
Fax: (713) 869-9100
Email: courtdocs@bakerassociates.net
About Siana Oil
Siana Oil & Gas Co., LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No.
23-32279) on June 21, 2023, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Tom Howley,
Esq., at Howley Law, PLLC, has been appointed as Subchapter V
trustee.
Judge Jeffrey P. Norman oversees the case.
Reese Baker, Esq., at Baker & Associates is the Debtor's legal
counsel.
SILVERADO STREET: Unsecureds to Get 5.62% Under Plan
----------------------------------------------------
Silverado Street, LLC, submitted an Amended Chapter 11 Combined
Plan of Reorganization and Disclosure Statement dated July 31,
2023.
Under the Plan, Class 2B General Unsecured Claims are impaired.
This class includes all known non-priority unsecured creditors,
including deficiency claims, and rejection claims, whether
scheduled or based on proofs of claim on file excluding those in
Class 2A. Allowed claims of general unsecured creditors (not
treated as small claims, including allowed claims of creditors
whose executory contracts or unexpired leases are being rejected
under this Plan) must be paid as follows:
Creditors will receive 5.62% of their allowed claim in 10 equal
biannual installments, with the first payment of $45,386.17 due on
the Effective Date, followed by 9 consecutive bi-annual payments
thereafter, due by the 1st day of every six months thereafter. The
Debtor will act as the disbursing agent for the payments to general
unsecured creditors.
The source the Debtor will use to fund the payments proposed under
this Amended Combined Disclosure Statement and Plan Dated July 31,
2023 is contributions from Wasco Investments LLC. Wasco is owned
100% by Debtor’s principal, William Barkett.
Attorney for the Debtor:
Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Blvd., 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
E-mail: Michael.Berger@bankruptcypower.com
A copy of the Amended Chapter 11 Combined Plan of Reorganization
and Disclosure Statement dated August 2, 2023, is available at
bit.ly/3Qspd7i from PacerMonitor.com.
About Silverado Street
Silverado Street, LLC owns a 9,000-square-foot single family
residence located at 7724 Prospect Place, La Jolla, Calif., valued
at $13 million. The Debtor is a tenant in common on an
approximately 1150-acre undeveloped property in Los Angeles County,
valued at $5 million.
Silverado Street filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No.
23-00108) on Jan. 20, 2023, with $18,000,000 in total assets and
$10,638,073 in total liabilities. William J. Barkett, managing
member, signed the petition.
Judge Margaret M. Mann oversees the case.
The Law Offices of Michael Jay Berger is the Debtor's counsel.
SOUND INPATIENT PHYSICIANS: Taps PJT Partners for Debt Advice
-------------------------------------------------------------
Reshmi Basu, Rachel Butt and Jill R. Shah of Bloomberg News report
that Sound Inpatient Physicians Inc.has hired PJT Partners for debt
advice as the hospital-staffing company grapples with earnings
pressure, according to people with knowledge of the situation.
Some of its lenders have already formed a steering committee and
signed a cooperation agreement that will bind them to act together
in negotiations, said the people, who asked not to identified
because the matter is private. Typically lenders sign such
agreements when they perceive a company to be struggling.
The cooperation agreement will be distributed to a broader group of
lenders for signatures, one of the people said.
About Sound Inpatient Physicians Inc.
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly-owned subsidiaries and affiliated
companies. Sound's principal business is to provide hospitalist
services to hospitals and health plans designed to improve the
well-being of patients while reducing their associated costs
through the management of medical care. The company is primarily
owned by private equity sponsor Summit Partners and OptumHealth.
SOUTHEASTHEALTH, MO: S&P Affirms 'BB-' Long-Term Rev. Bond Rating
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term rating on Southeast
Hospital (doing business as SoutheastHEALTH), Mo.'s:
-- Series 2016A, 2017A, and 2021 revenue bonds, issued by the Cape
Girardeau County Industrial Development Authority, and removed the
rating from CreditWatch with negative implications, where they were
placed on March 16, 2023.
-- Series 2016B and 2017B revenue bonds, issued by the Stoddard
County Industrial Development Authority, and removed the rating
from CreditWatch with negative implications.
The outlook is developing.
"The developing outlook reflects our opinion that certain key
credit or financial events could result in a lower or higher rating
during the outlook period," said S&P Global Ratings credit analyst
Wendy Towber. "The developing outlook further reflects our view of
SoutheastHEALTH, Mo.'s successful signing of both a forbearance
agreement with bondholders and with the signing of a definitive
agreement with Mercy Health," Ms. Towber added.
"A positive rating action is possible if the affiliation with Mercy
is successfully executed within the forbearance period, but a
negative rating action is possible should the affiliation fail to
close according to schedule, which could pose a significant
liquidity risk," Ms. Towber added.
The 'BB-' rating reflects S&P's view of SEH's:
-- Accelerating and outsized operating losses through the interim
fiscal 2023 period that are beyond budget or expectations leading
to very weak maximum annual debt service coverage anticipated to
remain below the covenant threshold through 2023;
-- An uncertain path toward stabilizing operating performance that
relies heavily on the pending affiliation with Mercy Health; and
-- Thin and deteriorating liquidity and financial flexibility.
In S&P's opinion, these factors are somewhat mitigated by SEH's:
-- Recently signed forbearance agreement with bondholders that
currently prevents acceleration of outstanding debt due to a debt
service coverage covenant violation and technical event of default
and definitive agreement with Mercy;
-- Definitive agreement with Mercy Health and possible enterprise
and financial benefits resulting from a successfully executed
affiliation, including the substitution of Mercy collateral for SEH
collateral; and
-- No defined benefit plan exposure with de minimis contingent
liability debt.
SRP CAPITAL: Taps Preferred Realty Services to Sell N.J. Property
-----------------------------------------------------------------
SRP Capital LLC seeks approval from the U.S. Bankruptcy Court for
the District of New Jersey to employ Preferred Realty Services as
realtor.
The Debtor needs a realtor to assist in the sale of its home
located at 395-397 Mechanic St., Perth Amboy, N.J.
The realtor will be paid a flat fee of $4,000.
Sheryl Betance, a senior managing director of Stretto, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Preferred Realty Services
191 Central Ave., Suite 702
Newark, NJ 07103
Telephone: (510) 831-0919
About SRP Capital
SRP Capital LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-15309)
on June 20, 2023, with as much as $1 million in both assets and
liabilities. Judge Stacey L. Meisel oversees the case.
Robert C. Nisenson, LLC serves as the Debtor's bankruptcy counsel.
SURGALIGN HOLDINGS: Seeks to Hire PwC as Tax Services Provider
--------------------------------------------------------------
Surgalign Holdings, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
PricewaterhouseCoopers, LLP.
The Debtors need the firm's tax compliance, tax consulting and tax
restructuring services during the pendency of their Chapter 11
cases.
PwC will be paid at these rates:
Partner/Principal $900 to $1,160 per hour
Managing Director $850 to $1,070 per hour
Director $800 to $990 per hour
Senior Manager $700 to $950 per hour
Manager $600 to $820 per hour
Senior Associate $450 to $650 per hour
Associate $300 to $500 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
David Korn, a partner at PwC, disclosed in a court filing that his
firm is a "disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
PwC can be reached at:
David A. Korn
PricewaterhouseCoopers LLP
One North Wacker Drive
Chicago, IL 60606-2807
Tel: (312) 298-2000
Fax: (312) 298-2001
About Surgalign Holdings
Surgalign Holdings, Inc. is a global medical technology company
focused on elevating the standard of care by driving the evolution
of digital health. It has developed an artificial intelligence and
augmented reality technology platform called HOLO AI, which the
company views as a powerful suite of AI software technology which
connects the continuum of care from the pre-op and clinical stage
through post-op care, and is designed to achieve better surgical
outcomes, reduce complications, and improve patient satisfaction.
Surgalign Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90731) on June 19, 2023. At the time of the filing, the Debtors
reported $50 million to $100 million in both assets and
liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped White & Case, LLP as lead bankruptcy counsel;
Jackson Walker, LLP as local and conflict counsel;
PricewaterhouseCoopers, LLP as tax services provider; and Alvarez &
Marsal Securities, LLC as investment banker and financial advisor.
Kroll Restructuring Administration, LLC is the Debtors' notice and
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Pachulski Stang Ziehl & Jones, LLP and Province, LLC serve as the
committee's legal counsel and financial advisor, respectively.
SURGALIGN HOLDINGS: Taps Alvarez & Marsal as Investment Banker
--------------------------------------------------------------
Surgalign Holdings, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Alvarez & Marsal Securities, LLC.
The Debtors require an investment banker and financial advisor to
pursue a restructuring, financing or sale transaction.
Alvarez & Marsal will charge these hourly fees for its financial
advisory services:
Managing Director $1,025 to 1,375 per hour
Director $775 to 975 per hour
Associate/Analyst $425 to 775 per hour
For its investment banking services, the firm will be compensated
as follows:
a. A cash fee of $100,000 per month.
b. A financing transaction fee equal to (i) 1 percent of the
aggregate principal amount of all senior debt including notes and
bank debt raised or committed; (ii) 3 percent of the aggregate
principal of all unsecured, non-senior and subordinated debt raised
or committed; or 5 percent of the aggregate amount of equity and
equity-linked securities, including convertible securities and
preferred stock, placed or committed.
c. A fee of $1.5 million upon the closing of a sale
transaction.
d. A fee of $1.5 million upon the effective date of a
confirmed Chapter 11 plan constituting a restructuring
transaction.
Alvarez & Marsal received a retainer in the amount of $300,000.
George Varughese, a partner at Alvarez & Marsal, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
George Varughese
Alvarez & Marsal Securities, LLC
600 Madison Avenue, 8th Floor
New York, NY 10022
Tel: (212) 759-4433
Fax: (212) 759-5532
Email: gvarughese@alvarezandmarsal.com
About Surgalign Holdings
Surgalign Holdings, Inc. is a global medical technology company
focused on elevating the standard of care by driving the evolution
of digital health. It has developed an artificial intelligence and
augmented reality technology platform called HOLO AI, which the
company views as a powerful suite of AI software technology which
connects the continuum of care from the pre-op and clinical stage
through post-op care, and is designed to achieve better surgical
outcomes, reduce complications, and improve patient satisfaction.
Surgalign Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90731) on June 19, 2023. At the time of the filing, the Debtors
reported $50 million to $100 million in both assets and
liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped White & Case, LLP as lead bankruptcy counsel;
Jackson Walker, LLP as local and conflict counsel;
PricewaterhouseCoopers, LLP as tax services provider; and Alvarez &
Marsal Securities, LLC as investment banker and financial advisor.
Kroll Restructuring Administration, LLC is the Debtors' notice and
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Pachulski Stang Ziehl & Jones, LLP and Province, LLC serve as the
committee's legal counsel and financial advisor, respectively.
SURGALIGN HOLDINGS: Taps Jackson Walker as Local Counsel
--------------------------------------------------------
Surgalign Holdings, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Jackson Walker, LLP.
The Debtors require a local and conflict counsel to:
a. give advice regarding local rules, practices and
procedures, including Fifth Circuit law;
b. provide certain services in connection with the
administration of the Debtors' Chapter 11 cases, including, without
limitation, preparing agendas, hearing notices and witness and
exhibit lists, and coordinating with chambers;
c. review and comment on proposed drafts of pleadings to be
filed with the court;
d. at the request of the Debtors, appear in court and at any
meeting with the U.S. trustee or creditors;
e. perform all other services assigned by the Debtors to the
firm as local counsel; and
f. provide legal advice on any matter in which White & Case
may have a conflict, or as needed based on specialization.
The firm will be paid at these rates:
Partners $750 to $1,075 per hour
Associates $475 to $750 per hour
Paraprofessionals $230 to $250 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The Debtors paid the firm an initial retainer of $50,000. Prior to
the filing of the bankruptcy case, the firm received payments from
the Debtors in the aggregate amount of $50,000.
Matthew Cavenaugh, Esq., a partner at Jackson Walker, disclosed in
a court filing that his firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Matthew D. Cavenaugh
Jackson Walker, LLP
1401 McKinney Street, Suite 1900,
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
Email: mcavenaugh@jw.com
About Surgalign Holdings
Surgalign Holdings, Inc. is a global medical technology company
focused on elevating the standard of care by driving the evolution
of digital health. It has developed an artificial intelligence and
augmented reality technology platform called HOLO AI, which the
company views as a powerful suite of AI software technology which
connects the continuum of care from the pre-op and clinical stage
through post-op care, and is designed to achieve better surgical
outcomes, reduce complications, and improve patient satisfaction.
Surgalign Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90731) on June 19, 2023. At the time of the filing, the Debtors
reported $50 million to $100 million in both assets and
liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped White & Case, LLP as lead bankruptcy counsel;
Jackson Walker, LLP as local and conflict counsel;
PricewaterhouseCoopers, LLP as tax services provider; and Alvarez &
Marsal Securities, LLC as investment banker and financial advisor.
Kroll Restructuring Administration, LLC is the Debtors' notice and
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Pachulski Stang Ziehl & Jones, LLP and Province, LLC serve as the
committee's legal counsel and financial advisor, respectively.
SURGALIGN HOLDINGS: Taps White & Case as Bankruptcy Counsel
-----------------------------------------------------------
Surgalign Holdings, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
White & Case, LLP as their bankruptcy counsel.
The firm's services include:
a. advising the Debtors with respect to their powers and
duties in the continued management and operation of their
businesses and properties;
b. advising and consulting on the conduct of the Debtors'
Chapter 11 cases, including all of the legal requirements of
operating in Chapter 11;
c. advising the Debtors in connection with corporate
transactions and governance, and negotiations and agreements with
creditors, equity holders, prospective acquirers and investors;
d. advising the Debtors in connection with any disputes or
litigation that may arise in connection with their Chapter 11
cases;
e. reviewing or preparing pleadings and appearing in court;
f. attending meetings and negotiating with representatives of
creditors and other parties involved in the Debtors' bankruptcy
cases;
g. advising the Debtors on legal issues related to their
financial circumstances, including restructuring, financing,
corporate, tax, litigation, mergers and acquisition, and employment
issues;
h. performing ancillary legal services, including (i)
analyzing the legal aspects of the Debtors' leases and contracts
and the assumption, assignment or rejection thereof; (ii) analyzing
the validity of liens against the Debtors (if any); and (iii)
advising the Debtors on corporate and litigation matters;
i. taking necessary legal actions to protect and preserve the
Debtors' estates as the Debtors request, including prosecuting
actions on the Debtors' behalf, defending any action commenced
against the Debtors, and representing the Debtors in negotiations
concerning litigation in which they are involved, including
objections to claims filed against the estates; and
j. taking necessary actions to obtain approval of a sale
transaction and disclosure statement and confirmation of a Chapter
11 plan.
The firm will be paid at these rates:
Partners $1,370 to $2,100 per hour
Counsel $1,310 per hour
Associates $740 to $1,270 per hour
Paraprofessionals $215 to $640 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The Debtors deposited with the firm an initial retainer of
$250,000. The retainer was increased by $500,000 to $750,000 in May
and by $800,000 to $1.55 million in June.
Gregory Pesce, Esq., a partner at White & Case, disclosed in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Gregory F. Pesce, Esq.
White & Case, LLP
111 South Wacker Drive, Suite 5100
Chicago, IL 60606
Tel: (312) 881-5400
Email: gpesce@whitecase.com
About Surgalign Holdings
Surgalign Holdings, Inc. is a global medical technology company
focused on elevating the standard of care by driving the evolution
of digital health. It has developed an artificial intelligence and
augmented reality technology platform called HOLO AI, which the
company views as a powerful suite of AI software technology which
connects the continuum of care from the pre-op and clinical stage
through post-op care, and is designed to achieve better surgical
outcomes, reduce complications, and improve patient satisfaction.
Surgalign Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No.
23-90731) on June 19, 2023. At the time of the filing, the Debtors
reported $50 million to $100 million in both assets and
liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped White & Case, LLP as lead bankruptcy counsel;
Jackson Walker, LLP as local and conflict counsel;
PricewaterhouseCoopers, LLP as tax services provider; and Alvarez &
Marsal Securities, LLC as investment banker and financial advisor.
Kroll Restructuring Administration, LLC is the Debtors' notice and
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Pachulski Stang Ziehl & Jones, LLP and Province, LLC serve as the
committee's legal counsel and financial advisor, respectively.
SVB FINANCIAL: Fintech Clearco Loan Purchased by Venture Backers
----------------------------------------------------------------
Carmen Arroyo and Paula Sambo of Bloomberg News report that a $60
million Silicon Valley Bank loan to Clearco is being scooped up by
the struggling Canadian e-commerce lender's original venture
backers, according to people with knowledge of the matter.
iNovia Capital and Founders Circle Capital, joined by the still
operating venture capital arm of SVB, are buying the loan from
Canada’s financial regulator, which has been seeking to wind up
the failed bank’s Canadian operations since mid March, the people
said. Clearco was SVB Canada's largest debtor among more than 200
firms primarily in the technology, life sciences and clean
technology industries.
About SVB Financial Group
SVB Financial Group is a financial services company focusing on the
innovation economy, offering financial products and services to
clients across the United States and in key international markets.
Prior to March 10, 2023, SVB Financial Group owned and operated
Silicon Valley Bank, a state-chartered bank. During the week of
March 6, 2023, Silicon Valley Bank, Santa Clara, CA, experienced a
severe "run-on-the-bank." On the morning of March 10, the
California Department of Financial Protection and Innovation seized
SVB and placed it under the receivership of the Federal Deposit
Insurance Corporation. SVB was the nation's 16th largest bank and
the biggest to fail since the 2008 financial meltdown.
On March 17, 2023, SVB Financial Group sought Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 23-10367). The Debtor had
assets of $19,679,000,000 and liabilities of $3,675,000,000 as of
Dec. 31, 2022.
The Hon. Martin Glenn is the bankruptcy judge.
The Debtor tapped Sullivan & Cromwell, LLP as bankruptcy counsel;
Centerview Partners, LLC as investment banker; and Alvarez & Marsal
North America, LLC as restructuring advisor. William Kosturos, a
partner at Alvarez & Marsal, serves as the Debtor's chief
restructuring officer. Kroll Restructuring Administration, LLC, is
the claims and noticing agent and administrative advisor.
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as bankruptcy
counsel; Cole Schotz P.C. as conflict counsel; Lazard Freres & Co.,
LLC as investment banker; and Berkeley Research Group, LLC, as
financial advisor.
TDS/US CELLULAR: S&P Places 'BB' ICR on CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings placed its 'BB' issuer-credit ratings on
U.S.-based telecommunications service provider Telephone and Data
Systems Inc. (TDS) and United States Cellular Corp. (U.S. Cellular)
on CreditWatch with developing implications.
TDS announced that it is exploring a range of strategic
alternatives for its wireless subsidiary U.S. Cellular.
The developing CreditWatch placement on TDS reflects the potential
for a higher or lower rating depending on the outcome of the
strategic review for U.S. Cellular. S&P views the announcement
favorably given that U.S. Cellular's operations are sub-scale
relative to its peers and have weaker margins, making it difficult
to compete in an increasingly competitive and mature wireless
industry. Nevertheless, the U.S. Cellular business also benefits
from a portfolio of 4,341 towers as well as minority stakes in
various wireless partnerships with Verizon and AT&T, including its
Los Angeles partnership with Verizon. It is unclear whether TDS
would keep or sell these assets as part of any transaction.
A full or partial sale of U.S. Cellular (or a joint venture
partnership) could enable TDS to repay debt or fund its
fiber-to-the-home (FTTH) buildout, which could support a higher
rating for TDS. Conversely, if TDS used proceeds to fund
shareholder returns or more aggressively deploy fiber across its
footprint, its credit metrics, including adjusted leverage, may be
stretched, which could lead to a lower rating following a
reassessment of the business. That said, S&P recognizes that TDS
has a history under family ownership of maintaining a conservative
financial profile.
The developing CreditWatch placement on U.S. Cellular reflects the
uncertainty related to the outcome of the strategic review and the
impact on its credit profile. While a full sale of U.S. Cellular to
one of its larger, higher-rated peers would be beneficial to its
credit profile, it may be challenging to get regulatory approval
given antitrust considerations, although S&P believes that current
market dynamics, which includes growing competition from cable
operators Charter Communications Inc. and Comcast Corp., may
alleviate any antitrust concerns. Other possibilities include a
partial or full sale of U.S. Cellular to a private equity sponsor,
which could result in a lower rating.
S&P said, "We expect to resolve the CreditWatch placement once we
have sufficient information regarding the conclusion of the review
process by TDS. We could lower, affirm, or raise our ratings on
TDS, depending on our reassessment of the remaining business and
capital structure. Similarly, we could raise, lower, or affirm our
ratings on US Cellular following the conclusion of the review
process."
TOLIAO IOROI: Mark Sharf Named Subchapter V Trustee
---------------------------------------------------
The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a
practicing attorney in Los Angeles, as Subchapter V trustee for
Toliao Ioroi Holding, LLC.
Mr. Sharf will charge $660 per hour for his services as Subchapter
V trustee. He will also seek reimbursement for work-related
expenses incurred.
Mr. Sharf declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Mark Sharf, Esq.
6080 Center Drive, 6th Floor
Los Angeles, CA 90045
Telephone: (323) 612-0202
Email: mark@sharflaw.com
About Toliao Ioroi
Toliao Ioroi Holding, LLC operates a restaurant in California with
indoor and outdoor seating.
The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No.
23-30498) on July 26, 2023, with $718,637 in assets and $2,982,464
in liabilities. Yuka Ioroi, president, signed the petition.
Judge Hannah L. Blumenstiel oversees the case.
Kevin Tang, Esq., at Tang & Associates represents the Debtor as
counsel.
TPT GLOBAL: Has Deal to Acquire 100% Control of Fiber Optic Firm
----------------------------------------------------------------
TPT Global Tech, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it entered into a
securities purchase agreement to acquire control of Broadband
Infrastructure, Inc., a builder of fiber optic infrastructure for
telecom carriers and government agencies throughout the country,
for 600,000 Series E Convertible Preferred Shares and a Promissory
Note for $6,000,000. The Closing is set on or before Sept. 30,
2023, but may be extended. Closing is subject to delivery of audits
for prior two years and that the purchase price may be subject to
adjustment based on the results of the audits.
On July 28, 2023, TPT Global entered into the SPA with Broadband
Infrastructure and Braddock Cunningham, as seller, for the purchase
of 100% of the ownership of Broadband Infrastructure, Inc. TPT
will issue Seller 600,000 shares of Series E Convertible Preferred
Shares Preferred Stock of TPT at a stated price of $5.00 per share
or $3,000,000. The Series E Preferred Stock is convertible into
common stock of TPT Global Tech, Inc. at a 25% discount to market
with an automatic conversion upon TPT uplisting to a major U.S.
Stock Exchange.
On July 28, 2023, TPT Global Tech, Inc. ("Pledgor") and Brad
Cunningham ("Lender") entered into a Security and Pledge Agreement
to provide additional covenants to facilitate a financing by which
Lender receives consideration for the acquisition of Broadband
Infrastructure, Inc.
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a technology holding company based in San Diego, California. It
was formed as the successor of two U.S. corporations, Ally Pharma
US and TPT Global, Inc. The Company operates in various sectors
including media, telecommunications, Smart City Real Estate
Development, and the launch of the first super App, VuMe Live
technology platform.
TPT Global reported a net loss attributable to the Company's
shareholders of $61.50 million for the year ended Dec. 31, 2022,
compared to a net loss attributable to the Company's shareholders
of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31,
2022, the Company had $1.05 million in total assets, $34.02 million
in total liabilities, $58.25 million in mezzanine equity, and a
total stockholders' deficit of $91.21 million.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated May 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.
ULTRA SEAL: UST Says Disclosures Inadequate
-------------------------------------------
William K. Harrington, United States Trustee for Region 2, filed
his objection to debtor Ultra Seal Corporation's Disclosure
Statement Pursuant to 11 U.S.C. section 1125.
The United States Trustee points out that the Disclosure Statement
Does Not Provide Adequate Information.
* In this case, the Debtor's Disclosure Statement does not
provide appropriate disclosure regarding chapter 11 quarterly fees.
In addition, some of the language in the Disclosure Statement is
inconsistent or unclear, and revisions may be warranted.
* Ultra Seal includes quarterly fees in Class 1 under the Plan
of Reorganization, filed with the Disclosure Statement. In the
Disclosure Statement, Ultra Seal gave estimates of amounts owed to
four of the claimants in Class I, but not the United States
Trustee. In addition to omitting an estimate, Ultra Seal did not
disclose that as of the quarter ending June 30, 2023, it owes
quarterly fees of $8,650.00.
* On page 1 of the Disclosure Statement, the second paragraph
references a "Plan of Liquidation," rather than a reorganization
plan. In the initial discussion of Class 1 on page 7 of the
Disclosure Statement, there is no mention that members of Class 1
must be paid on the Effective Date of the Plan, or under an
agreement between the class member and the reorganized debtor, as
required under 11 U.S.C. sections 1129(a)(9)(A) and 507(a)(2).
Ultra Seal also does not disclose how much it will have to pay to
members of Class 1 on the Effective Date (or which have agreements
for later payment), which will make it difficult to assess whether
Ultra Seal will have sufficient cash to meets its financial
obligations on the Effective Date.
About Ultra Seal Corporation
Ultra Seal Corporation is a privately owned and operated contract
packager of pharmaceutical products, nutritional supplements and
personal care products located in the heart of New York's Hudson
Valley. Affiliate, Ultra-Tab Laboratories, Inc., is a bulk
manufacturer of those products. Both are regulated by the U.S. Food
and Drug Administration.
Ultra Seal and Ultra-Tab sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-35630) on
Oct. 6, 2022. At the time of the filing, Ultra Seal listed
$8,861,955 in assets and $5,757,027 in liabilities while Ultra-Tab
listed up to $10 million in both assets and liabilities.
Judge Cecelia G. Morris oversees the cases.
The Debtors tapped Michelle L. Trier, Esq., at Genova, Malin &
Trier, LLP as legal counsel; RBT CPAs, LLP as accountant; and
Timothy Stewart at T.S. Essential Consulting as consultant.
VANTAGE DRILLING: Appoints Rafael Blattner as CFO
-------------------------------------------------
In connection with a transition in the role of chief financial
officer, the Board of Directors of Vantage Drilling International
has appointed Rafael Blattner as chief financial officer (and
principal financial officer), effective as of Aug. 1, 2023. As
part of this transition, Douglas E. Stewart, who assumed the
responsibilities of chief financial officer in May of 2020, has
resigned from the position of chief financial officer as of Aug. 1,
2023, and will continue to serve in his role as the Company's
general counsel, chief compliance officer and corporate secretary.
Mr. Blattner, age 44, has been with the Company since August of
2013, most recently serving as the Company's vice president of
Corporate Development & MD Managed Rigs Services since June of
2022. Prior to that, Mr. Blattner served in various development,
strategy and finance roles with the Company, including as Managing
Director – Managed Rigs Services & Corporate Development, and as
Director of Corporate Finance & Treasurer. Mr. Blattner earned a
Bachelor's of Science in Economics from the University of Houston,
an MBA from the University of Texas at Austin - Red McCombs School
of Business and completed the Advanced Management Program at IESE
Business School.
In connection with Mr. Blattner's appointment, the Company and Mr.
Blattner entered into a new employment agreement, effective as of
Aug. 1, 2023. Pursuant to the Employment Agreement, effective as
of Aug. 1, 2023, Mr. Blattner will receive an annual base salary of
$375,000 and will have the opportunity to earn an annual bonus
based on his and/or the Company's achievement of certain
performance criteria established by the Compensation Committee of
the Board, with a target annual bonus opportunity equal to 75% of
his annual base salary. Mr. Blattner will also be eligible to
participate in the Company's Amended and Restated 2016 Management
Incentive Plan on terms and conditions that are consistent with
those of other senior executives of the Company.
If the Company terminates Mr. Blattner's employment without "cause"
or if Mr. Blattner resigns his employment for "good reason", Mr.
Blattner will be eligible to receive an amount equal to one times
the sum of (i) his annual base salary plus (ii) his Target Annual
Bonus, payable in equal installments over a one-year period
following the termination date. In the event of an "anticipatory
termination" within six months prior to a "change of control" (each
as defined in the Employment Agreement) or a Qualifying Termination
within two years following a change of control, Mr. Blattner will
be eligible to receive an amount equal to one times the sum of (i)
his annual base salary plus (ii) his "average bonus amount" (as
defined in the Employment Agreement, and which generally means the
average of any annual bonuses paid or payable during the three-year
period prior to occurrence of the change of control (but no less
than his target annual bonus for any such year)). In order to
receive any of the severance benefits described above, Mr. Blattner
must execute a valid release of claims in favor of the Company.
Any severance benefits payable to Mr. Blattner under the Employment
Agreement will be subject to offset by any statutory payments or
benefits required to be paid to Mr. Blattner pursuant to local
law.
Pursuant to the Employment Agreement, Mr. Blattner has agreed to
indefinite confidentiality and non-disparagement obligations. The
Employment Agreement also provides that Mr. Blattner will not
compete with the Company or solicit the Company's customers or
employees, in any case during his employment or for a period of one
year thereafter.
About Vantage Drilling International
Vantage Drilling International, a Cayman Islands exempted company,
is an international offshore drilling company focused on operating
a fleet of modern, high specification drilling units. The
Company's principal business is to contract drilling units, related
equipment and work crews, primarily on a dayrate basis to drill oil
and gas wells for its customers. Through its fleet of drilling
units the Company is a provider of offshore contract drilling
services to major, national and independent oil and gas companies,
focused on international markets.
Vantage Drilling reported a net loss of $3.37 million in 2022,
compared to a net loss of $110.25 million in 2021, and a net loss
of $276.76 million in 2020.
* * *
As reported by the TCR on March 20, 2023, S&P Global Ratings raised
its issuer credit rating on offshore drilling rig operator, Vantage
Drilling International, to 'CCC+' from 'CCC' and removed it from
CreditWatch, where S&P placed it with positive implications on Feb.
16, 2023. S&P said the upgrade reflects the full redemption at par
of Vantage's remaining $180 million of first-lien notes due
November 2023, using proceeds from a $200 million private placement
of first-lien notes due 2028, with the remaining balance going to
cash on hand.
WINC INC: Unsecureds Support Confirmation of Plan
-------------------------------------------------
The Official Committee of Unsecured Creditors of Winc, Inc., BWSC,
LLC, and Winc Lost Poet, LLC appointed pursuant to section 1102 of
title 11 of the United States Code section 101 et seq. , filed a
statement in support of the confirmation of the Combined Disclosure
Statement and Joint Chapter 11 Plan of Winc, Inc. and Its Debtor
Affiliates.
The Committee is a Plan Proponent and supports confirmation of the
Plan. The Committee has worked diligently to create an opportunity
and path to value for unsecured creditors in these Chapter 11
Cases.
The first major milestone in accomplishing that objective was the
settlement among the Debtors, Committee, Project Crush, and
prepetition secured lender, Banc of California, in connection with
the sale of the Debtors' business assets. The sale negotiations
were hard fought but preserved going concern value (including the
cure of go-forward vendor claims by Project Crush), satisfied pre-
and post-petition secured debt, and paved the way for unsecured
creditors to receive meaningful value through a plan.
Confirmation of the Plan, as envisioned by the Settlement Term
Sheet and Addendum to Sale Order, would be the second major
milestone in these Chapter 11 Cases. Confirmation is in the best
interest of the estate and its stakeholders, including general
unsecured creditors, who voted in support of the Plan.
The Post-Confirmation Fiduciaries will continue to monitor Project
Crush's compliance with the Sale Documents, including the payment
of all required costs and expenses in connection with the operation
of BSWC assumed by Project Crush and its affiliates under the TSA
through the TSA Termination Date. They will also continue the
ongoing efforts maximize estate assets for creditors. The Committee
believes the Plan structure, including the funding of the Creditor
Trust with cash and other assets, renders the Plan feasible and
provides unsecured creditors with the best opportunity for a
meaningful recovery in the circumstances of these Chapter 11
Cases.
Counsel to the Official Committee of Unsecured Creditors:
Mark T. Hurford, Esq.
A.M. SACCULLO LEGAL, LLC
27 Crimson King Drive
Bear, DE 19701
Telephone: (302) 836-8877
Facsimile: (302) 836-8787
E-mail: Mark@saccullolegal.com
- and -
George P. Angelich, Esq.
ARENTFOX SCHIFF LLP
1301 Avenue of the Americas, 42nd Floor
New York, NY 10019
Telephone: (212) 457-5423
E-mail: George.Angelich@afslaw.com
- and -
Justin A. Kesselman, Esq.
James E. Britton, Esq.
ARENTFOX SCHIFF LLP
800 Boylston Street, 32nd Floor
Boston, MA 02199
Telephone: (617) 973-6102
E-mail: Justin.Kesselman@afslaw.com
James.Britton@afslaw.com
About Winc Inc.
Winc, Inc., develops, produces and sells alcoholic beverages
through wholesale and direct to consumer business channels in
conjunction with winemakers, vineyards, distillers, and
manufacturers, both domestically and internationally. Its products
are available at retailers and restaurants throughout the United
States.
Winc and its affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 22-11238) on Nov.
30, 2022. In the petition signed by its interim chief executive
officer and president, Brian Smith, Winc disclosed up to
$50,318,000 in assets and up to $36,751,000 in liabilities.
Laurie Selber Silverstein oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as
restructuring and bankruptcy counsel; RPA Advisors, LLC, as
financial advisor; and Canaccord Genuity Group Inc. as investment
banker. Epiq Corporate Restructuring, LLC is the Debtors' notice,
claims, solicitation and balloting agent, and administrative
advisor.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped the law firms of A.M. Saccullo Legal, LLC and
ArentFox Schiff, LLP as legal counsels; CohnReznick, LLP as
financial advisor; and CohnReznick Capital Markets Securities, LLC
as investment banker.
YELLOW CORP: S&P Downgrades ICR to 'D' on Bankruptcy Filing
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Yellow Corp.
to 'D' from 'CC' and its issue-level rating on its senior secured
term loan to 'D' from 'CC'.
S&P said, "Our recovery analysis now assumes Yellow will be
liquidated, thus we use a discrete asset valuation analysis rather
than a going-concern and EBITDA multiple valuation approach.
Accordingly, we revised our recovery rating on the company's debt
to '4' (rounded estimate: 40%) from '3' (rounded estimate: 60%).
The lower recovery rating primarily reflects our updated assumption
for the draws on the asset-based lending (ABL) facility at
default.
"Given Yellow's ceasing of its operations as it liquidates the
business, we withdrew all of our ratings in accordance with our
policies and procedures."
On Aug. 6, 2023, Yellow Corp. voluntarily filed for Chapter 11
bankruptcy protection.
The downgrade and withdrawal reflect Yellow's bankruptcy filing.
Yellow has publicly stated that it intends to wind-down operations
and pursued a debtor-in-possession (DIP) facility to bolster its
liquidity as it markets its assets for sale. It will use the
liquidity to honor certain obligations that arose prior to the
filing, including salaries, benefits, and taxes, among other
expenses. S&P said, "Our updated recovery analysis does not
incorporate the DIP loan or related fees beyond our standard 5%
administrative expense assumption. We withdrew our ratings because
the company has ceased operations and will liquidate its assets."
Yellow Corp. is a North American holding company for a portfolio of
less-than-truckload brands, including Holland, New Penn, Reddaway,
and Yellow Freight, as well as the logistics company Yellow
Logistics.
-- S&P assumes the company will be liquidated and value it on a
discrete asset value basis because it has stated it is winding down
its operations.
-- S&P assumes any rejected pension and lease liabilities will
become an unsecured claim in bankruptcy.
-- The $359 million of outstanding letters of credit are now a
priority secured claim in S&P's analysis.
-- Net asset value (after 5% administrative costs): $648 million
-- Valuation split (obligors/nonobligors): 95%/5%
-- Collateral value available to secured term loans (excludes
tranche A of the US Treasury Loan): $449 million
-- Secured term loan claims (excludes tranche A of the US Treasury
Loan): $1 billion
--Recovery expectations: 30%-50% (rounded estimate: 40%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals the asset pledge from obligors after
priority claims plus the equity pledge from nonobligors after
nonobligor debt.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Ofelia Cocoba
Bankr. D. Ariz. Case No. 23-05195
Chapter 11 Petition filed August 1, 2023
represented by: Joseph Urtuzuastegui, Esq.
WINSOR LAW GROUP, PLC
E-mail: Joe@winsorlaw.com
In re Burt Kroner
Bankr. S.D. Fla. Case No. 23-16097
Chapter 11 Petition filed August 1, 2023
represented by: Aaron Wernick, Esq.
In re 1851 Warren Way LLC
Bankr. N.D. Ga. Case No. 23-57347
Chapter 11 Petition filed August 1, 2023
Case Opened
In re INVGRP3 LLC
Bankr. N.D. Ga. Case No. 23-57355
Chapter 11 Petition filed August 1, 2023
See
https://www.pacermonitor.com/view/4QFKFXY/INVGRP3_LLC__ganbke-23-57355__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 3D & Company
Bankr. N.D. Ga. Case No. 23-57343
Chapter 11 Petition filed August 1, 2023
See
https://www.pacermonitor.com/view/JBPMGIA/3D__Company__ganbke-23-57343__0001.0.pdf?mcid=tGE4TAMA
represented by: Joseph Brannen, Esq.
THE BRANNEN FIRM, LLC
E-mail: chad@brannenlawfirm.com
In re 88-18 Tropical Restaurant Corp.
Bankr. E.D.N.Y. Case No. 23-42796
Chapter 11 Petition filed August 1, 2023
See
https://www.pacermonitor.com/view/JGSIW4A/88-18_Tropical_Restaurant_Corp__nyebke-23-42796__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re L.O.L. Counseling and Consulting Services, LLC
Bankr. N.D. Ala. Case No. 23-02007
Chapter 11 Petition filed August 3, 2023
See
https://www.pacermonitor.com/view/NHZVD4Y/LOL_Counseling_and_Consulting__alnbke-23-02007__0001.0.pdf?mcid=tGE4TAMA
represented by: C. Taylor Crockett, Esq.
C. TAYLOR CROCKETT, P.C.
E-mail: taylor@taylorcrockett.com
In re Jesse Orozco, III
Bankr. D. Nev. Case No. 23-13236
Chapter 11 Petition filed August 2, 2023
represented by: Michael J. Harker, Esq.
In re Taylor Court Apartments LLC
Bankr. D.N.J. Case No. 23-16641
Chapter 11 Petition filed August 2, 2023
See
https://www.pacermonitor.com/view/Q5SQFMA/Taylor_Court_Apartments_LLC__njbke-23-16641__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Juan A. Tirado
Bankr. D.N.J. Case No. 23-16642
Chapter 11 Petition filed August 2, 2023
represented by: Melinda Middlebrooks, Esq.
MIDDLEBROOKS SHAPIRO, P.C.
In re Dmitry Berman
Bankr. E.D.N.Y. Case No. 23-42745
Chapter 11 Petition filed August 2, 2023
represented by: Alla Kachan, Esq.
In re William Hung-Lin Hsu
Bankr. E.D.N.Y. Case No. 23-42748
Chapter 11 Petition filed August 2, 2023
represented by: Btzalel Hirschhorn, Esq.
In re Cavali NY INC
Bankr. E.D.N.Y. Case No. 23-42762
Chapter 11 Petition filed August 2, 2023
See
https://www.pacermonitor.com/view/7AP5GLA/Cavali_NY_INC__nyebke-23-42762__0001.0.pdf?mcid=tGE4TAMA
represented by: Elio Forcina, Esq.
In re Heart O'Gold Home Care LLC
Bankr. N.D. Ohio Case No. 23-60917
Chapter 11 Petition filed August 2, 2023
See
https://www.pacermonitor.com/view/4RVQRFY/Heart_OGold_Home_Care_LLC__ohnbke-23-60917__0001.0.pdf?mcid=tGE4TAMA
represented by: Anthony J. DeGirolamo, Esq.
ANTHONY J. DEGIROLAMO, ATTORNEY AT LAW
E-mail: tony@ajdlaw7-11.com
In re Soul Heaven Cafe, LLC
Bankr. S.D. Ala. Case No. 23-11742
Chapter 11 Petition filed August 3, 2023
See
https://www.pacermonitor.com/view/C5IJC6Y/Soul_Heaven_Cafe_LLC__alsbke-23-11742__0001.0.pdf?mcid=tGE4TAMA
represented by: Frances Hoit Hollinger, Esq.
FRANCES HOIT HOLLINGER, LLC
E-mail: FranHollinger@aol.com
In re Philip M. Lawrence, II
Bankr. C.D. Cal. Case No. 23-11082
Chapter 11 Petition filed August 3, 2023
represented by: Robert Yaspan, Esq.
LAW OFFICES OF ROBERT M. YASPAN
In re 2 Your Door LLC
Bankr. C.D. Cal. Case No. 23-10662
Chapter 11 Petition filed August 3, 2023
See
https://www.pacermonitor.com/view/ZKTAPXI/2_YOUR_DOOR_LLC__cacbke-23-10662__0001.0.pdf?mcid=tGE4TAMA
represented by: Gilbert A. Garcia, Esq.
THE GARCIA LAW FIRM
E-mail: garcialaw1@gmail.com
In re Angels Crossing, LLC
Bankr. E.D. Cal. Case No. 23-22593
Chapter 11 Petition filed August 3, 2023
See
https://www.pacermonitor.com/view/5TFBZ3I/Angels_Crossing_LLC__caebke-23-22593__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Audwin Whitmore
Bankr. D. Nev. Case No. 23-13242
Chapter 11 Petition filed August 3, 2023
represented by: David A. Riggi, Esq.
In re Clemmer's Construction, LLC
Bankr. W.D.N.C. Case No. 23-40136
Chapter 11 Petition filed August 3, 2023
See
https://www.pacermonitor.com/view/AZHJMKA/Clemmers_Construction_LLC__ncwbke-23-40136__0001.0.pdf?mcid=tGE4TAMA
represented by: R. Keith Johnson, Esq.
LAW OFFICES OF R. KEITH JOHNSON, P.A.
E-mail: kjparalegal@bellsouth.net
In re Hillsdale United Brethren in Christ Church
Bankr. N.D. Ohio Case No. 23-31382
Chapter 11 Petition filed August 3, 2023
See
https://www.pacermonitor.com/view/NIHB2VI/Hillsdale_United_Brethren_in_Christ__ohnbke-23-31382__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric Neuman, Esq.
DILLER AND RICE, LLC
E-mail: Steven@drlawllc.com;
Kim@drlawllc.com;
Eric@drlawllc.com
In re Valeria V. Gunkova
Bankr. E.D. Va. Case No. 23-11261
Chapter 11 Petition filed August 3, 2023
represented by: Jeffery Martin, Esq.
In re Dwyers at Herron Island LLC
Bankr. W.D. Wash. Case No. 23-41279
Chapter 11 Petition filed August 3, 2023
See
https://www.pacermonitor.com/view/4CXQ4ZQ/Dwyers_at_Herron_Island_LLC__wawbke-23-41279__0001.0.pdf?mcid=tGE4TAMA
represented by: Joy Lee Barnhart, Esq.
LAW OFFICE OF JOY LEE BARNHART
E-mail: joylee@joybarnhart.com
In re David J. Gruenwald
Bankr. E.D. Wisc. Case No. 23-23486
Chapter 11 Petition filed August 3, 2023
represented by: Paul Swanson, Esq.
STEINHILBER SWANSON LLP
Email: pswanson@steinhilberswanson.com
In re Chipley's Family Restaurant, LLC
Bankr. M.D. Ga. Case No. 23-40451
Chapter 11 Petition filed August 4, 2023
See
https://www.pacermonitor.com/view/IALE6FI/Chipleys_Family_Restaurant_LLC__gambke-23-40451__0001.0.pdf?mcid=tGE4TAMA
represented by: Fife M. Whiteside, Esq.
FIFE M. WHITESIDE PC
E-mail: whitesidef@mindspring.com
In re Corner Oyster House, LLC
Bankr. M.D. Ga. Case No. 23-40452
Chapter 11 Petition filed August 4, 2023
See
https://www.pacermonitor.com/view/PSNXRAY/Corner_Oyster_House_LLC__gambke-23-40452__0001.0.pdf?mcid=tGE4TAMA
represented by: Fife M Whiteside, Esq.
FIFE M. WHITESIDE PC
E-mail: whitesidef@mindspring.com
In re Empower Central Michigan Inc.
Bankr. E.D. Mich. Case No. 23-31281
Chapter 11 Petition filed August 4, 2023
See
https://www.pacermonitor.com/view/HCMY35Q/Empower_Central_Michigan_Inc__miebke-23-31281__0001.0.pdf?mcid=tGE4TAMA
represented by: Zachary R. Tucker, Esq.
WINEGARDEN, HALEY, LINDHOLM, TUCKER &
HIMELHOCH P.L.C
In re Simpletech Repair, LLC
Bankr. N.D.N.Y. Case No. 23-30542
Chapter 11 Petition filed August 4, 2023
See
https://www.pacermonitor.com/view/4FKB6TQ/SIMPLETECH_REPAIR_LLC__nynbke-23-30542__0001.0.pdf?mcid=tGE4TAMA
represented by: Maxsen D. Champion, Esq.
MAXSEN D. CHAMPION
E-mail: max2040@live.com
In re GGG Investments, Inc.
Bankr. D.P.R. Case No. 23-02407
Chapter 11 Petition filed August 4, 2023
See
https://www.pacermonitor.com/view/6LRCONY/GGG_INVESTMENTS_INC__prbke-23-02407__0001.0.pdf?mcid=tGE4TAMA
represented by: Alexis Fuentes-Hernandez, Esq.
FUENTES LAW OFFICES, LLC
E-mail: fuenteslaw@icloud.com
In re Kevin Richards
Bankr. C.D. Cal. Case No. 23-11588
Chapter 11 Petition filed August 4, 2023
represented by: Andy Warshaw, Esq.
In re Luis Bello
Bankr. S.D. Fla. Case No. 23-16176
Chapter 11 Petition filed August 4, 2023
represented by: Chad Van Horn, Esq.
In re Brian Sebastian Sciara
Bankr. D. Nev. Case No. 23-13265
Chapter 11 Petition filed August 4, 2023
represented by: Mark Patterson, Esq.
In re Ryan M. Deberg
Bankr. D. Nev. Case No. 23-13269
Chapter 11 Petition filed August 4, 2023
represented by: Michael J. Harker, Esq.
In re Kenneth R Amborski and Joyce J. Amborski
Bankr. N.D. Ohio Case No. 23-31390
Chapter 11 Petition filed August 4, 2023
represented by: Eric Neuman, Esq.
In re Liposome Formulations, Inc.
Bankr. N.D. Cal. Case No. 23-30530
Chapter 11 Petition filed August 5, 2023
See
https://www.pacermonitor.com/view/2PFZX3I/Liposome_Formulations_Inc__canbke-23-30530__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
E-mail:
michael.berger@bankruptcypower.com
In re Edmund Cyprus Cutting
Bankr. C.D. Cal. Case No. 23-15051
Chapter 11 Petition filed August 7, 2023
represented by: Michael Nicastro, Esq.
In re James E. Ackroyd
Bankr. D. Mass. Case No. 23-40639
Chapter 11 Petition filed August 7, 2023
represented by: Freya Shoffner, Esq.
In re Karine Khaimova
Bankr. E.D.N.Y. Case No. 23-42808
Chapter 11 Petition filed August 7, 2023
represented by: Alla Kachan, Esq.
In re Lone Wolf Equipment Rental Inc.
Bankr. S.D. Tex. Case No. 23-33015
Chapter 11 Petition filed August 7, 2023
See
https://www.pacermonitor.com/view/5GBNJJA/Lone_Wolf_Equipment_Rental_Inc__txsbke-23-33015__0001.0.pdf?mcid=tGE4TAMA
represented by: Susan Tran Adams, Esq.
TRAN SINGH, LLP
E-mail: stran@ts-llp.com
In re Blacklight Detail LLC
Bankr. S.D. Tex. Case No. 23-33016
Chapter 11 Petition filed August 7, 2023
See
https://www.pacermonitor.com/view/5D5HRZQ/Blacklight_Detail_LLC__txsbke-23-33016__0001.0.pdf?mcid=tGE4TAMA
represented by: Susan Tran Adams, Esq.
TRAN SINGH, LLP
Email: stran@ts-llp.com
In re Guy R. Cochran
Bankr. W.D. Wash. Case No. 23-11458
Chapter 11 Petition filed August 7, 2023
*********
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.
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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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