/raid1/www/Hosts/bankrupt/TCR_Public/230816.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, August 16, 2023, Vol. 27, No. 227
Headlines
1ST & 2ND CHANCE: Taps Lefkovitz & Lefkovitz as Legal Counsel
AEROCISION PARENT: Sept. 6 Combined Hearing on Disclosure & Plan
AFFORDABLE HOUSING: Taps Preferred Group Properties as Broker
AKAZOO LIMITED: SEC Charges Auditors et al Over De-SPAC Deal
AKRON REBAR: Files Plan After $1.9M From Assets Sale
ALLERGY & ASTHMA: Taps Law Offices of Sheila Esmaili as Counsel
ASURION LLC: Pioneer Floating Marks $1.2MM Loan at 18% Off
BEACON COFFEE: Seeks to Hire Beall & Burkhardt as Legal Counsel
BRICKCHURCH ENTERPRISES: Amends Plan to Include Ms. Blouin Claim
CENTERPOINTE HOTELS: Sept. 13 Plan & Disclosure Hearing Set
CHAPIN DAIRY: Taps Allen Vellone Wolf Helfrich & Factor as Counsel
CHG HEALTHCARE: S&P Rates New $530MM First-Lien Term Loan 'B'
CHRIS PETTIT: Trustee Taps Chamberlain as Special Tax Counsel
CHRIS PETTIT: Trustee Taps Langley & Banack as Litigation Counsel
CHRISHULSERSELLSHOMES INC: Disposable Income to Fund Plan
CLEANSPARK INC: Incurs $14.2 Million Net Loss in Third Quarter
COMEBACK TRAIL: Case Summary & 20 Largest Unsecured Creditors
D'RIA GROUP: Case Summary & 17 Unsecured Creditors
DEI VITAE: Southern Star Says Disclosures Inadequate
DIEBOLD NIXDORF: Davis Polk Served as Adviser in Chapter 11
EAST CHESTNUT: Lender Sets Auction of Chicago Property
EPICOR SOFTWARE: S&P Rates New $350MM First-Lien Term Loan 'B-'
EYECARE PARTNERS: Pioneer Floating Marks $374,062 Loan at 24% Off
FULL-CIRCLE ATHLETE: Taps Michael H. Moody Law as Counsel
FUTURE PRESENT: Taps Lewis Siegel as Bankruptcy Counsel
GRUPO HIMA: Case Summary & 20 Largest Unsecured Creditors
HATCH AND COMPANY: Taps Paul Reece Marr as Bankruptcy Counsel
HTG MOLECULAR: Taps MCA Financial Group as Financial Advisor
HUGOTON OPERATING: Case Summary & 20 Largest Unsecured Creditors
INNOVATE CORP: Incurs $11.7 Million Net Loss in Second Quarter
INTUITION CONSULTING: Taps Rountree as Legal Counsel
IVCINYA COMPANY: Seeks to Hire RHM Law as Bankruptcy Counsel
KNIGHT HEALTH: Pioneer Floating Marks $987,500 Loan at 50% Off
KOACH ENTERPRISE: Voluntary Chapter 11 Case Summary
L L & L REAL ESTATE: Voluntary Chapter 11 Case Summary
LAKESHORE LEARNING: S&P Affirms 'B' Rating on First-Lien Debt
LASERSHIP INC: Pioneer Floating Marks $344,750 Loan at 18% Off
LIGHT & WANDER: Fitch Rates New 8-Yr. Sr. Unsecured Notes 'BB'
LIGHTHOUSE IMMERSIVE: Gets CCAA Court's Initial Stay Order
LTR INTERMEDIATE: Pioneer Floating Marks $835,866 Loan at 16% Off
MARCO A. FRAUSTO: Involuntary Chapter 11 Case Summary
MATCON CONSTRUCTION: Exclusive Period Extended to September 30
MEJJM INC: Case Summary & Nine Unsecured Creditors
MERIDIAN RESTAURANTS: Gets OK to Hire Hilco as Investment Banker
MILLIES PANCAKE: Unsecureds Will Get 1% of Claims over 60 Months
NASHVILLE SENIOR: Case Summary & 30 Largest Unsecured Creditors
NEWARK ENERGY: Davis Polk Advisers Lenders in Acquisition
ONE CALL: Pioneer Floating Marks $982,500 Loan at 28% Off
PATAGONIA HOLDCO: Pioneer Floating Marks $646,750 Loan at 19% Off
PBF HOLDING: S&P Rates New $500MM Senior Unsecured Notes 'BB'
PRIME CORE: Case Summary & 50 Largest Unsecured Creditors
PROTERRA INC: August 16 Deadline Set for Panel Questionnaires
QUICK DRY: Case Summary & 20 Largest Unsecured Creditors
RELIABLE CASTINGS: Seeks to Hire Coolidge Wall Co. as Legal Counsel
RIDER HOTEL: Gets OK to Hire Jones Lang LaSalle as Broker
RINGCENTRAL INC: Fitch Assigns First Time 'BB' LongTerm IDR
RYZE RENEWABLES: Exclusivity Period Extended to November 6
SOUND INPATIENT: Pioneer Floating Marks $491,250 Loan at 35% Off
SOUTH AMERICAN: Seeks Combined Hearing on Plan & Disclosures
SOUTH AMERICAN: Unsecured to Get Share of Liquidation Proceeds
SPD II MAKAIWA: Seeks Court Approval to Hire Bankruptcy Attorneys
ST. SEBASTIAN'S HOTELS: Taps Baker & Associates as Legal Counsel
SUMMIT SPRINGS: Seeks to Hire Stogner Law as Special Counsel
SVB FINANCIAL: Taps Ernst & Young as Tax Services Provider
SYMMETRY TOWER: Seeks Court Approval to Hire Bankruptcy Attorneys
TABULA RASA: Unsecureds Owed $709K to Get 10% of Claims
TEAM HEALTH: Pioneer Floating Marks $3.4MM Loan at 38% Off
TECTA AMERICA: S&P Affirms 'B' ICR on Incremental Debt Issue
TEMPUR SEALY: S&P Downgrades ICR to 'BB' on Higher Leverage
TRIPADVISOR INC: S&P Downgrades ICR to 'B+', Outlook Stable
TURBO COMPONENTS: Court Confirms Plan
UNIVERSITY SQUARE: Taps Presidio CRE as Real Estate Broker
UPTOWN 240: Unsecureds Get 50% of Net Revenue From Sale of Condo
VESTTOO LTD: Voluntary Chapter 11 Case Summary
VILLAGE ON THE ISLE: Fitch Affirms 'BB+' IDR, Outlook Stable
VOYAGER AVIATION: Class 6a Unsecureds Unimpaired in Plan
VOYAGER AVIATION: Seeks Approval of Disclosure Statement
WEWORK COS: S&P Lowers ICR to 'CCC' on Going-Concern Qualification
YARDBOYS AND YARDGIRLS: Unsecureds Owed $49K to Get 37% of Claims
YELLOW CORP: Reports $14.7M Net Loss in 2nd Quarter 2023
*********
1ST & 2ND CHANCE: Taps Lefkovitz & Lefkovitz as Legal Counsel
-------------------------------------------------------------
1st & 2nd Chance Furniture, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Tennessee to hire
Lefkovitz & Lefkovitz, PLLC as its legal counsel.
The firm's services include:
a. advising the Debtor as to its rights, duties and powers;
b. preparing and filing statements and schedules, Chapter 11
plans and other documents necessary to be filed by the Debtor in
its Chapter 11 proceeding;
c. representing the Debtor at all hearings, meetings of
creditors, conferences, trials, and any other proceedings in its
Chapter 11 case; and
d. other necessary legal services.
Lefkovitz & Lefkovitz will be paid at these rates:
Steven L. Lefkovitz $555 per hour
Associate Attorneys $350 per hour
Paralegals $125 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received from the Debtor an initial retainer of $7,500.
Steven Lefkovitz, Esq., a partner at Lefkovitz & Lefkovitz,
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:
Steven L. Lefkovitz, Esq.
Lefkovitz & Lefkovitz, PLLC
908 Harpeth Valley Place
Nashville, TN 37219
Telephone: (615) 256-8300
Facsimile: (615) 255-4516
Email: slefkovitz@lefkovitz.com
About 1st & 2nd Chance
1st & 2nd Chance Furniture, Inc. filed Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 23-02597) on July 21, 2023, with as much as
$50,000 in assets and $100,001 to $500,000 in liabilities. Glen
Watson, Esq., at Watson Law Group, PLLC has been appointed as
Subchapter V trustee.
Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz, PLLC is the
Debtor's legal counsel.
AEROCISION PARENT: Sept. 6 Combined Hearing on Disclosure & Plan
----------------------------------------------------------------
The Hon. Karen B. Owens of the U.S. Bankruptcy Court for the
District of Delaware will hold a combined hearing to consider
approval of the adequacy of the disclosure statement explaining the
prepackaged Chapter 11 plan of reorganization of AeroCision Parent
LLC and its debtor-affiliates, and confirmation of the Debtors'
Chapter 11 plan on Sept. 6, 2023, at 9:30 a.m. (ET) in Courtroom
No. 3 of the United States Bankruptcy Court, 824 North Market
Street, 6th Floor, Wilmington, Delaware 19801.
Objections to the approval of the Debtors' disclosure statement and
confirmation of their Chapter 11 plan, if any, must be filed no
later than 4:00 p.m. (ET) on Aug. 29, 2023.
Prepackaged Plan
As reported by the Troubled Company Reporter on Aug. 7, 2023,
AeroCision Parent, LLC and its Affiliated Debtors filed with the
U.S. Bankruptcy Court for the District of Delaware a Disclosure
Statement for Joint Prepackaged Plan of Reorganization.
The Debtors are part of an organization known as Bromford Group
("Bromford"), a global manufacturing business in the aerospace,
defense, and power generation industry that was founded in the
United Kingdom in 1973.
AeroCision and Numet were each initially founded in 1984 and are
both Delaware limited liability companies. Numet and AeroCision's
business operations include engineering, manufacturing, and
assembling complex precision rings and casings made from super
alloys and other exotic materials.
The other Debtor, AeroCision Parent, was formed in 2018 in
connection with the acquisition of AeroCision and is also a
Delaware limited liability company. Debtor AeroCision Parent wholly
owns AeroCision and Numet and is wholly-owned by non-Debtor
Bromford Intermediate Holdings, Ltd. ("Bromford Intermediate"), a
Cayman Islands entity.
The Debtors are pleased to announce that the Plan provides for a
comprehensive restructuring of the Debtors (the "Restructuring"),
including:
Restructuring of Current Debt
The Debtors will restructure their current debt facilities with
three new exit facilities that, in the aggregate, will also provide
new funding, in addition to converting the DIP funding: (a) the New
Super Senior Lien Facility; (b) the New First Lien Facility; and
(c) the New Holdco Term Loan Facility to reduce the aggregate debt
at the Debtors after confirmation. The New Super Senior Lien
Facility, the New First Lien Facility, and the New Holdco Term Loan
Facility.
The Prepetition First Lien Lenders, in their capacity as DIP
Lenders, will provide the Debtors with $12,500,000 in DIP funding.
The balance owing under the DIP and the availability of any undrawn
portion of it will be converted to a New Super Senior Loan under
the New Super Senior Lien Facility on the effective date of the
Plan. Immediately upon conversion, the New Super Senior Loans, and
related guaranties, shall be secured by an all-asset, first
priority lien and pledge on all assets of the Reorganized Debtors,
substantially similar to the liens and pledges that were granted to
the Prepetition Superpriority Lien Lenders and the Prepetition
First Lien Lenders.
As more fully described in the Exit Facilities Term Sheet, on the
Effective Date (a) the Bridge Loan Claim (related to the bridge
loan financing provided by LHCP Fund I to the Debtors shortly
before the Petition Date) will be converted to a New Super Senior
Revolving Loan in the amount of $2,500,000 under the New Super
Senior Lien Facility; (b) LHCP Fund I and the other New Equity
Sponsors will provide $3,750,000 in additional new loans under the
New Super Senior Lien Facility (in addition to the new equity
capital), $8,750,000 in New Equity Financing Payment, and
$1,250,000 in the LH Incremental Equity; (c) the DIP Lenders will
provide $2,000,000 in new loans under the New Super Senior Lien
Facility (in addition to the rollover of the DIP Loans); and (d)
the Prepetition Second Lien Lenders will provide $2,000,000 in new
loans under the New Super Senior Lien Facility.
As more fully described in the Exit Facilities Term Sheet, on the
Effective Date, the Superpriority Lien Claims will be converted to
New First Lien Term Loans. Approximately $35,583,705.40 in
principal, plus pro rata interest, fees, and costs related thereto,
of the First Lien Claims will be converted to New First Lien Term
Loans and $2,625,000 in Second Lien Claims will be converted, and
shall be deemed converted, to a New First Lien Term Loan under the
New First Lien Term Facility to bring the aggregate principal
balance of the New First Lien Term Loan to not more than
$42,625,000.
As more fully described in the Exit Facilities Term Sheet, on the
Effective Date, 100% of the Second Lien Claims will be extinguished
and the Second Lien Lenders will receive the following treatment:
(i) $2,625,000 will be converted, and be deemed converted, to the
New First Lien Facility; (ii) $6,875,000 will be converted, and be
deemed converted, into the New Holdco Term Loan Facility; (iii) 4%
of the New Common Holdco Equity; and (iv) the right to contribute
$2,000,000 in principal amount of the New Super Senior Lien
Facility. This elimination of the Second Lien Obligations and the
conversion of a portion of the Prepetition First Lien Obligations
will reduce the debt at the Reorganized Debtors by approximately
$27,500,000.
The Restructuring is expected to eliminate a portion of the Second
Lien Claims, structurally subordinate a portion of the First Lien
Claims, and provide $32,750,000 in additional liquidity, inclusive
of the bridge loan financing. Each Debtor will, therefore, emerge
from the Chapter 11 Cases a stronger company, with a sustainable
capital structure that is better aligned with the Debtors' present
and future operating prospects.
Class 6 consists of all General Unsecured Claims against the
Debtors. Except to the extent previously paid during the Chapter 11
Cases or such Holder agrees to less favorable treatment, each
Holder of an Allowed Class 6 Claim shall receive, in full and final
satisfaction of and in exchange for each such Claim, (i) payment
equal to the Allowed amount of such Claim, in Cash, as and when
such Claim becomes due and payable in the ordinary course of the
Debtors' business (plus any interest accrued after the Petition
Date with respect to such Claim as may be required by law to render
such Claim Unimpaired, as determined by the Debtors) or (ii) be
otherwise rendered Unimpaired. Class 6 is Unimpaired under this
Plan.
On the Effective Date, 100% of the Interests in the Debtors shall
be cancelled. In exchange for the LH Incremental Equity and the New
Equity Financing Payment to New Holdco LLC, the New Equity Sponsors
shall receive 88% the New Common Holdco Equity. As set forth above,
Holders of Allowed Class 4 First Lien Claims shall receive their
pro rata share of 8% of the New Common Holdco Equity, and Holders
of Allowed Class 5 Second Lien Claims shall receive their pro rata
share of 4% of the New Common Holdco Equity.
In exchange for the contribution of the LH Incremental Equity and
the New Equity Financing Payment by New Holdco LLC through the
other New Holding Companies to Reorganized Parent, New Intermediate
LLC shall receive the New Parent Equity. The Confirmation Order
shall authorize the transfer of the New Parent Equity, as set forth
in this Plan, free and clear of all Liens, Claims, charges, or
other encumbrances under sections 105(a), 363, 1123(b)(4), 1145,
and 1146(a) of the Bankruptcy Code except to the extent otherwise
set forth in this Plan.
A full-text copy of the Disclosure Statement dated July 31, 2023 is
available at https://urlcurt.com/u?l=IrMKk3 from PacerMonitor.com
at no charge.
Debtors' Counsel:
Michael R. Nestor, Esq.
Andrew L. Magaziner, Esq.
Elizabeth S. Justison, Esq.
Shella Borovinskaya, Esq.
Joshua B. Brooks, Esq.
Emily C.S. Jones, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: mnestor@ycst.com
amagaziner@ycst.com
ejustison@ycst.com
sborovinskaya@ycst.com
jbrooks@ycst.com
ejones@ycst.com
About AeroCision Parent
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.
AFFORDABLE HOUSING: Taps Preferred Group Properties as Broker
-------------------------------------------------------------
Affordable Housing Changemakers, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Preferred Group Properties, Inc., a real estate broker in Dana
Point, Calif.
The Debtor requires the services of a broker to sell its properties
located at 3643 and 3647 Whittier Blvd., Los Angeles.
The broker will receive, upon consummation of a sale, a commission
of 5.5 percent of the listing price.
As disclosed in court filings, Preferred Group Properties is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Steve Dempster
Preferred Group Properties, Inc.
3 Monarch Plaza, Suite 103
Dana Point, CA 92629
Phone: (949) 599-1700
Fax: (949) 272-4078
About Affordable Housing Changemakers
Affordable Housing Changemakers, LLC owns real properties located
at 3643 and 3647 Whittier Blvd., Los Angeles, Calif., valued at
$5.27 million.
Affordable Housing Changemakers filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif.
Case No. 23-13668) on June 13, 2023, with $5,275,000 in assets and
$2,898,291 in liabilities. Ana Morgan, member, signed the
petition.
Judge Vincent P. Zurzolo oversees the case.
David A. Wood, Esq., at Marshack Hays, LLP represents the Debtor as
legal counsel.
AKAZOO LIMITED: SEC Charges Auditors et al Over De-SPAC Deal
------------------------------------------------------------
The Securities and Exchange Commission charged Crowe U.K. LLP, a
London based audit firm, its CEO, Nigel Bostock, and senior
auditor, Matthew Stallabrass, for the firm's deficient audit of
music streaming company Akazoo Limited. Crowe U.K., Bostock, and
Stallabrass have agreed to settle the SEC's charges.
According to the SEC's order, Crowe U.K. issued a clean audit
report of Akazoo's 2018 financial statements. However, as the order
finds, after Akazoo went public in September 2019 via merger with a
special purpose acquisition company, also known as a De-SPAC
transaction, it was revealed that the company's 2018 financial
statements falsely claimed $120 million in revenue when Akazoo had
only negligible amounts of revenue. The order finds that Crowe U.K.
claimed that it conducted its 2018 audit in accordance with Public
Company Accounting Oversight Board (PCAOB) standards when, in fact,
its Akazoo audit team had almost no experience or training in PCAOB
standards.
Further, the order finds that the audit team overlooked red flags
when, for instance, they failed to exercise an appropriate level of
due professional care or professional skepticism when Akazoo
presented fabricated agreements and inauthentic confirmation
letters to the audit team. The order also finds that Crowe U.K.
made false statements in its audit report when it claimed that
Akazoo fairly presented its financial statements in all material
respects for 2018. The order finds that, by violating PCAOB
standards in connection with the 2018 Akazoo audit, Crowe U.K.,
Bostock, and Stallabrass engaged in improper professional conduct.
Additionally, the SEC order finds that Bostock, as the engagement
partner for the Akazoo audit, among other things, failed to
appropriately supervise the engagement, maintain adequate
documentation, and exercise due professional care. The SEC order
also finds that Stallabrass, the engagement quality reviewer for
the audit, failed to conduct a sufficient engagement quality
review.
"Crowe U.K.'s failure to properly audit Akazoo contributed to the
air of legitimacy that allowed Akazoo to become a publicly traded
company," said Eric Werner, the Regional Director of the Fort Worth
Regional Office. "We will continue holding gatekeepers accountable,
especially those whose professional failings allow financial frauds
to enter our public markets."
Without admitting or denying the SEC's findings, Crowe U.K.,
Bostock, and Stallabrass agreed to settle the charges and pay
penalties of $750,000, $25,000, and $10,000, respectively, and to
cease and desist from committing or causing violations of the proxy
and reporting provisions of the Exchange Act and Regulation S-X.
Crowe U.K. also agreed to be censured, pay disgorgement and
prejudgment interest (the payment of which is deemed satisfied by
Crowe U.K.'s payments in related private litigation), voluntarily
withdraw its PCAOB registration, and implement undertakings related
to the firm's acceptance of new clients. Bostock and Stallabrass
also agreed to be suspended from appearing or practicing before the
SEC as accountants, with the right to apply for reinstatement after
five years and two years, respectively.
The SEC's investigation was conducted by Samantha Martin, Melvin
Warren, and Carol Stumbaugh of the SEC's Fort Worth Regional
Office, under the supervision of Sarah S. Mallett and Eric Werner.
The SEC appreciates the assistance of the United Kingdom Financial
Conduct Authority.
AKRON REBAR: Files Plan After $1.9M From Assets Sale
----------------------------------------------------
Akron Rebar Company, et al., submitted a Plan of Liquidation dated
August 2, 2023.
The Debtor has been historically funded by a combination debt
financing from banks and the United States Small Business
Administration.
The Debtor's financial projections demonstrate that the Debtor will
have total projected disposable income (as defined by Section
1191(d) of the Bankruptcy Code) in the amount of $1,914,606
following the sale of the Debtor's assets pursuant to the prior
orders of the Court.
Following hearings held on June 6, 2023 and June 7, 2023, the Court
granted the Debtor's Motion on June 12, 2023 which, among other
things, approved the bid and sale procedures, the designation of
Commercial Metals Company ("CMC") as the stalking horse bidder with
bid protections and scheduled an auction (the "Bidding Procedures
Order"). Pursuant to the Bidding Procedures Order, the Debtor
solicited interest from prospective purchasers and ultimately
entered into non-disclosure agreements with eighteen parties who
were then granted access to the Debtor's Data Room. Five of those
eighteen parties scheduled site visits in advance of the Bid
Deadline. Pursuant to the Bidding Procedures Order, if at least one
qualified bid was received by the bid deadline of July 17, 2023, an
auction was to be held on July 18, 2023. No bids were received and
the auction was cancelled.
A sale hearing to approve the sale of the Purchased Assets to CMC
was held on July 21, 2023. Following the hearing, the Court entered
an order approving the sale. The closing of this transaction
occurred on July 31, 2023 and the Debtor received sale proceeds in
the amount of $1,909,050.
This Plan of Liquidation under Chapter 11 of the Bankruptcy Code
proposes to pay creditors of the Debtor from the sale proceeds.
Under the Plan, Class 6 General Unsecured Claims total $830,929.
The holders of Allowed Claims in this Class will be paid pro rata,
in accordance with their priority under the Bankruptcy Code.
Depending upon the extent of the Allowed Priority Tax Claims, the
distribution to Class 6 may only be cents on the dollar. Class 6 is
impaired.
Counsel for the Debtor:
Peter G. Tsarnas, Esq.
GERTZ & ROSEN, LTD.
159 S. Main Street, Suite 400
Akron, OH 44308
Telephone: (330) 255-0735
Facsimile: (330) 932-2367
E-mail: ptsarnas@gertzrosen.com
A copy of the Plan of Liquidation dated August 2, 2023, is
available at https://tinyurl.ph/slrrV from PacerMonitor.com.
About Akron Rebar Co.
Akron Rebar Co. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-50624) on May 4,
2023. In the petition signed by Michael B. Humphrey, Sr., vice
president and secretary, the Debtor disclosed up to $1 million in
assets and up to $10 million in liabilities.
Judge Alan M. Koschik oversees the case.
Peter G. Tsarnas, Esq., at Gertz & Rosen, Ltd., is the Debtor's
legal counsel.
ALLERGY & ASTHMA: Taps Law Offices of Sheila Esmaili as Counsel
---------------------------------------------------------------
Allergy & Asthma Center of S.W. Washington, LLC seeks approval from
the U.S. Bankruptcy Court for the Central District of California to
employ the Law Offices of Sheila Esmaili to substitute for The Law
Offices of Michael Jay Berger.
The firm's services include:
(a) advising the Debtor regarding matters of bankruptcy law
and the requirements of the Bankruptcy Code and Bankruptcy Rules
relating to the administration of its Chapter 11 case and the
operation of its estate;
(b) representing the Debtor in court proceedings and hearings
involving matters of bankruptcy law;
(c) assisting in compliance with the requirements of the
Office of the U.S. Trustee;
(d) advising the Debtor with respect to its powers and duties
in the continued operation of its business and management of
property of the estate;
(e) assisting the Debtor in the administration of the estate's
assets and liabilities;
(f) preparing legal documents;
(g) assisting the Debtor in the collection of all accounts
receivable and other claims it may have, and resolving claims
against its estate;
(h) advising the Debtor concerning the claims of creditors and
the prosecution or defense of all actions; and
(i) negotiating, preparing and seeking confirmation of a
Chapter 11 plan of reorganization.
The firm received a retainer of $20,000 from the Debtor for legal
services and costs.
The hourly rates of the firm's counsel and staff are as follows:
Sheila Esmaili $450
Law Clerk and Paralegal $200
In addition, the firm will seek reimbursement for expenses
incurred.
Sheila Esmaili, Esq., disclosed in a court filing that her firm is
a "disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Sheila Esmaili, Esq.
Law Offices of Sheila Esmaili
11601 Wilshire Blvd., Suite 500
Los Angeles, CA 90025
Telephone: (310) 734-8209
Facsimile: (877) 738-6220
Email: SELaw@bankruptcyhelpla.com
About Allergy & Asthma Center
Allergy & Asthma Center of S.W. Washington, LLC is a Los
Angeles-based provider of personalized care for allergies and
asthma.
Allergy & Asthma Center sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11270) on
March 6, 2023. In the petition signed by its chief executive
officer, Sanjeev Jain, MD, the Debtor disclosed up to $500,000 in
assets and up to $10 million in liabilities.
Judge Vincent P. Zurzolo oversees the case.
Sheila Esmaili, Esq., at the Law Offices of Sheila Esmaili is the
Debtor's bankruptcy counsel.
ASURION LLC: Pioneer Floating Marks $1.2MM Loan at 18% Off
----------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $1,250,000 loan
extended to Asurion LLC to market at $1,026,116 or 82% of the
outstanding amount, as of May 31, 2023, according to Pioneer's
semi-annual report on Form N-CSR for the period from December 1,
2022 to May 31, 2023, filed with the Securities and Exchange
Commission.
Pioneer Floating is a participant in a Initial Term Loan to Asurion
LLC. The loan accrues interest at a rate of 10.404% (LIBOR+525 bps)
per annum. The loan matures on January 20, 2029.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a newly
established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
Asurion, LLC is a privately held company based in Nashville,
Tennessee, that provides insurance for smartphones, tablets,
consumer electronics, appliances, satellite receivers and jewelry.
BEACON COFFEE: Seeks to Hire Beall & Burkhardt as Legal Counsel
---------------------------------------------------------------
Beacon Coffee Company, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Beall &
Burkhardt, APC as legal counsel.
The firm's services include:
a. Advising the Debtor generally concerning its rights, duties
and obligation under the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and the requirements of the Office of the
U.S. Trustee;
b. Representing the Debtor in all hearings and meetings before
the bankruptcy court;
c. Prosecuting and defending adversary proceedings;
d. Prosecuting claims objections;
e. Preparing and prosecuting a disclosure statement and
Chapter 11 plan of reorganization; and
f. Other necessary legal services.
The firm will be paid at these rates:
William C. Beall $525 per hour
Eric W. Burkhadt $450 per hour
Carissa Horowitz $350 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
William Beall, Esq., a partner at Beall & Burkhardt, 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 C. Beall, Esq.
Eric W. Burkhardt, Esq.
Carissa Horowitz, Esq.
Beall & Burkhardt, APC
1114 State Street
La Arcada Building, Suite 200
Santa Barbara, CA 93101
Telephone: (805) 966-6774
Facsimile: (805) 963-5988
Email: will@beallandburkhardt.com
About Beacon Coffee Company
Beacon Coffee Company, Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No.
23-10607) on July 24, 2023, with up to $50,000 in assets and
$500,001 to $1 million in both assets and liabilities.
Judge Ronald A. Clifford,III oversees the case.
Beall & Burkhardt, APC is the Debtor's legal counsel.
BRICKCHURCH ENTERPRISES: Amends Plan to Include Ms. Blouin Claim
----------------------------------------------------------------
Plan proponent Bay Point Capital Partners II, LP, submitted a
Disclosure Statement for First Amended Plan of Liquidation for
Brickchurch Enterprises, Inc.
The Plan provides for the orderly liquidation of the assets of the
Debtor through a sale in accordance with section 363 of the
Bankruptcy Code, following a marketed sale process for the Debtor's
real property and improvements located at 366 Gin Lane,
Southampton, New York.
To maximize the value of the value of the 366 Gin Lane Property,
the Plan further contemplates that the Plan Proponent's right, if
any, to close on a foreclosure sale of the real property and
improvements located at 376 Gin Lane, Southampton, New York will
also be marketed and sold as part of a single sale transaction with
the 366 Gin Lane Property (the "Sale"). Proceeds generated from the
Sale will be allocated to the 366 Gin Lane Property and the 376 Gin
Lane Rights in accordance with the provisions set forth in the
Plan.
The proceeds allocable to the 366 Gin Lane Property (i.e., the 366
Gin Lane Proceeds) will be distributed to Creditors of the Debtor's
estate holding Allowed Claims in the order of priority established
by the Plan, which mirrors the priority distribution scheme set
forth in the Bankruptcy Code. Any Successful Purchaser, or its
nominee, shall take title to the 366 Gin Lane Property, free and
clear of all Liens, Claims and encumbrances, other than permitted
encumbrances accepted by the Successful Purchaser.
On June 9, 2023, the Debtor defaulted on the DIP Loan by failing to
pay the amounts due thereunder (the "Event of Default"). After the
Event of Default, Bay Point and Debtor continued negotiations
regarding a consensual plan of reorganization. On July 18, 2023,
the Bankruptcy Court held a hearing whereat it instructed Debtor
and Bay Point to file a joint letter indicating the proposed path
for Debtor's exit from bankruptcy or liquidation by July 28, 2023
and a motion to dismiss or plan of liquidation on August 9, 2023.
The Bankruptcy Court subsequently extended the due date for the
joint letter to July 31, 2023.
On August 2, 2023, Ms. Blouin took action to initiate a bankruptcy
case on behalf of Aberdeen. Bay Point and Ms. Blouin disagree on
whether Ms. Blouin was authorized to file bankruptcy on behalf of
Aberdeen and Bay Point has filed a motion in the Aberdeen
bankruptcy proceedings asking the Bankruptcy Court to determine
that issue (the "Control Motion"). The Bankruptcy Court has
scheduled a hearing on the Control Motion for August 23, 2023 at
12:00 pm.
On August 2, 2023, Bay Point purchased the debt, judgment, and
rights of the first lien holder with respect to the 376 Gin Lane
Property. Bay Point, as the assignee of such debt, judgment, and
rights, is entitled – subject to automatic stay applicable as a
result of Aberdeen's bankruptcy case – to proceed with a
foreclosure sale of the 376 Gin Lane Property.
As a result of the pending issue regarding control of Debtor and
Aberdeen, and out of an abundance of caution and to avoid
unnecessary delay, Bay Point, as the Plan Proponent, has filed this
Disclosure Statement and related Plan for the consideration of both
creditors and the Court.
Class 2 Unsecured Claims consist of Unsecured Claims, other than
the Louise Blouin Unsecured Claim, and any Claims arising from the
rejection of Executory Contracts. Each holder of an Allowed Class 2
Unsecured Claim shall share Pro Rata in the remaining balance of
the 366 Gin Lane Proceeds after payment or funding in full of the
Bankruptcy Fees and Bankruptcy Fees Reserve, the DIP Lender
Superpriority Claim, Estimated Professional Fee Reserve, Allowed
Administrative Claims, Allowed Priority Claims, the Disputed Claims
Reserve for each of the foregoing. Class 2 is unimpaired. The
allowed unsecured claims total $0.00. This Class will receive a
distribution of 100% of their allowed claims.
Class 3 consists of Louise Blouin Unsecured Claim. Subject to the
provisions of Article VII of the Plan with respect to Disputed
Claims and subject to the Louise Blouin Unsecured Claim being
deemed an Allowed Claim, the holder of the Louise Blouin Unsecured
Claim shall share Pro Rata in the remaining balance of the 366 Gin
Lane Proceeds realized from the sale of the Brickchurch Property
after payment in full of the Allowed Class 2 Unsecured Claims.
Class 3 is unimpaired. The amount of claim in this Class total
$10,513,863.00. This Class will receive a distribution of 100% of
their allowed claims.
The Plan shall be implemented through the Sale Transaction, as
supplemented if necessary by the Bay Point Exit Advances. The
Disbursing Agent shall use Net Sale Proceeds, and, if necessary,
the Bay Point Exit Advances, to make payments under the Plan. The
Net Sale Proceeds shall be allocated between the 366 Gin Lane
Property and the 376 Gin Lane Rights. Payments from the 366 Gin
Lane Proceeds shall be made in the order of priority.
A full-text copy of the Disclosure Statement dated August 10, 2023
is available at https://urlcurt.com/u?l=8rWyh8 from
PacerMonitor.com at no charge.
Counsel for Bay Point Capital:
THOMPSON HINE LLP
John C. Allerding, Esq.
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
Tel: (216) 566-5500
Fax: (216) 566-5800
Email: John.Allerding@ThompsonHine.com
About Brickchurch Enterprises
Brickchurch Enterprises Inc. is the fee simple owner of a
residential single-family guest house which is part of a four-acre
residential ocean-front estate property compound. The property,
which is located at 366 Gin Lane Southampton, N.Y., has an
appraised value of $63 million.
Brickchurch sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 22-70914) on May 1, 2022, listing $50 million to
$100 million in both assets and liabilities. Louise Blouin,
Brickchurch director, signed the petition.
The case is assigned to Judge Alan S. Trust.
Craig D. Robins, Esq., at the Law Offices of Craig D. Robins, is
the Debtor's counsel.
CENTERPOINTE HOTELS: Sept. 13 Plan & Disclosure Hearing Set
-----------------------------------------------------------
On Aug. 7, 2023, CenterPointe Hotels @ Texas II, LP, and
CenterPointe Partners @ Texas, LLC d/b/a Hampton Inn I-10 East
filed with the U.S. Bankruptcy Court for the Southern District of
Texas a Joint Plan of Reorganization and Disclosure Statement
On Aug. 8, 2023, Judge Jeffrey Norman conditionally approved the
Disclosure Statement and ordered that:
* Sept. 7, 2023 is fixed as the last day for filing written
acceptances or rejections of the plan.
* Sept. 13, 2023 at 11:00 a.m. at the United States
Courthouse, 5151 Rusk St., Courtroom 403, Houston, Texas is fixed
for the hearing on final approval of the disclosure statement (if a
written objection has been filed) and for the hearing on
confirmation of the plan.
A copy of the order dated August 8, 2023 is available at
https://urlcurt.com/u?l=dzAcku from PacerMonitor.com at no charge.
Attorneys for the Debtors:
Christopher Adams, Esq.
David L. Curry, Jr., Esq.
Ryan A. O'Connor, Esq.
Okin Adams Bartlett Curry LLP
1113 Vine St., Suite 240
Houston, TX 77002
Tel: 713-228-4100
Fax: 346-247-7158
Email: cadams@okinadams.com
Email: dcurry@okinadams.com
Email: roconnor@okinadams.com
About CenterPointe Hotels @ Texas II, LP
CenterPointe Hotels @ Texas II, LP, is primarily engaged in renting
and leasing real estate properties.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30023) on Jan. 2,
2023. In the petition signed by James O. Guillory Jr., president,
the Debtor disclosed up to $50 million in assets and up to $10
million in liabilities.
Judge Jeffrey P. Norman oversees the case.
David L. Curry, Jr., Esq., at Okin Adams Bartlett Curry LLP,
represents the Debtor as counsel.
CHAPIN DAIRY: Taps Allen Vellone Wolf Helfrich & Factor as Counsel
------------------------------------------------------------------
Chapin Dairy, LLC seeks approval from the U.S. Bankruptcy Code for
the District of Colorado to employ Allen Vellone Wolf Helfrich &
Factor, P.C. to handle its Chapter 11 case.
The firm will charge these hourly fees:
Jeffrey A. Weinman $625
Patrick D. Vellone $725
Bailey C. Pompea $365
Paralegals $120 - $225
The firm received a $25,000 pre-bankruptcy retainer from the
Debtor.
As disclosed in court filings, Allen is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey A. Weinman, Esq.
Patrick D. Vellone, Esq.
Bailey C. Pompea, Esq.
Allen Vellone Wolf Helfrich & Factor P.C.
1600 Stout Street, Suite 1900
Denver, CO 80202
Phone: (303) 534-4499
Email: JWeinman@allen-vellone.com
PVellone@allen-vellone.com
BPompea@allen-vellone.com
About Chapin Dairy
Chapin Dairy, LLC, a company in Weldona, Colo., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No.
23-13262) on July 24, 2023, with $11,249,082 in assets and
$19,303,237 in liabilities. A. Foy Chapin, manager, signed the
petition.
Judge Thomas B. Mcnamara oversees the case.
Allen Vellone Wolf Helfrich & Factor P.C. represents the Debtor as
legal counsel.
CHG HEALTHCARE: S&P Rates New $530MM First-Lien Term Loan 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to CHG Healthcare Services Inc.'s proposed $530
million nonfungible first-lien term loan due in September 2028. At
the same time, CHG extended the maturity of its revolving credit
facility 1.5 years to March 30, 2028.
S&P said, "The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of a payment default. We also revised the estimated recovery
percentage on the term loan to 50% from 60% to reflect the higher
proportion of first-lien debt in the company's capital structure."
CHG plans to use the proceeds from the proposed first-lien term
loan along with cash on balance sheet to repay its $430 million
second-lien notes and pay $100 million dividends to shareholders
and transaction-related expenses.
S&P said, "Our 'B' issuer credit rating and stable outlook on CHG
is unchanged and continues to reflect the company's strong market
position in the locum tenens market, a diversity of specialty
physicians. The business benefits from a physician shortage and
increasing demand for health care in the U.S., though this is
partially offset by the narrow scope of its business and high debt
leverage (above 5x) given sponsor ownership."
ISSUE RATINGS – RECOVERY ANALYSIS
Key analytical factors
-- CHG's capital structure post the transaction will consist of a
$150 million floating-rate revolver due in March 2028 (undrawn at
close), $1.5 billion first-lien term loan due in September 2028,
and proposed $530 million incremental first-lien term loan due in
September 2028.
-- S&P expects the revolver would be 85% drawn based on the
assumed available amount and some rise in margin following a breach
in financial covenants.
-- S&P's simulated default scenario considers a default in 2026,
most likely because of a large reduction in EBITDA stemming from
contract losses and a significant decline in pricing.
-- S&P values the company on a going-concern basis using a 6x
multiple of its projected emergence EBITDA, consistent with our
treatment of similar peers.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: $208 million
-- EBITDA multiple: 6x
Simplified waterfall
-- Net enterprise valuation (after 5% administrative costs):
$1.183 billion
-- Valuation split in % (obligors/nonobligors): 100/0
-- Collateral value available to first-lien creditors: $1.183
billion
-- Secured first-lien debt: $2.227 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
Note: All debt amounts include six months of prepetition interest.
CHRIS PETTIT: Trustee Taps Chamberlain as Special Tax Counsel
-------------------------------------------------------------
Eric Terry, the Chapter 11 trustee for Chris Pettit & Associates,
P.C., seeks approval from the U.S. Bankruptcy Court for the Western
District of Texas to employ Chamberlain, Hrdlicka, White, Williams
and Aughtry, PC as special tax counsel.
The trustee requires legal assistance in taxation matters related
to the Debtor's bankruptcy.
The firm will charge these hourly fees:
Larry A. Campagna $775
Jaime Vasquez $595
Katherine Patton Noll $595
Jarrod B. Martin $575
Paralegal $265
As disclosed in court filings, Chamberlain is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jaime Vasquez, Esq.
Chamberlain Hrdlicka, White, Williams and Aughtry, PC
112 East Pecan Street, Suite 1450
San Antonio, TX 78205
Office: 210-253-8383
Email: jaime.vasquez@chamberlainlaw.com
About Chris Pettit & Associates
Chris Pettit & Associates, PC, a personal injury law firm in Texas,
and principal Christopher John Pettit sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Lead Case
No. 22-50591) on June 1, 2022. In the petition filed by Mr. Pettit,
the Debtors listed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Craig A. Gargotta oversees the cases.
Michael G. Colvard, Esq., at Martin & Drought, PC is the Debtors'
bankruptcy counsel.
Eric Terry, the trustee appointed in the Chapter 11 cases, is
represented by his bankruptcy counsel, Wick Phillips Gould &
Martin, LLP. Rogers Towers PA, Jackson Walker LLP, Davis & Santos
PLLC, Mastrogiovanni PLLC, Langley & Banack Inc., and Chamberlain,
Hrdlicka, White, Williams and Aughtry PC serve as the trustee's
special counsels.
CHRIS PETTIT: Trustee Taps Langley & Banack as Litigation Counsel
-----------------------------------------------------------------
Eric Terry, the Chapter 11 trustee for Chris Pettit & Associates,
P.C., seeks approval from the U.S. Bankruptcy Court for the Western
District of Texas to employ Langley & Banack, Inc.
The trustee requires a special litigation counsel to investigate
and, if appropriate, sue and recover all damages and compensation
to which he may be entitled; and to settle all claims related to
the Salvador Ortiz Irrevocable Trust, Paul Black and any
transferees or recipients of monies and property from or on behalf
of the Debtor.
Langley & Banack will receive the following amounts actually
collected on any settlements:
-- 32.5 percent if collected prior to the filling of a
lawsuit;
-- 37.5 percent if collected after the filing of a lawsuit;
and
-- 42.5 percent if an appeal is required.
As disclosed in a court filing, Langley & Banack is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David S. Gragg, Esq.
Langley & Banack, Inc.
745 E. Mulberry Ave., Suite 700
San Antonio, TX 78212
Tel: (210) 736-6600
Fax: (210) 735-6889
Email: dgragg@langleybanack.com
About Chris Pettit & Associates
Chris Pettit & Associates, PC, a personal injury law firm in Texas,
and principal Christopher John Pettit sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Lead Case
No. 22-50591) on June 1, 2022. In the petition filed by Mr. Pettit,
the Debtors listed up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Craig A. Gargotta oversees the cases.
Michael G. Colvard, Esq., at Martin & Drought, PC is the Debtors'
bankruptcy counsel.
Eric Terry, the trustee appointed in the Chapter 11 cases, is
represented by his bankruptcy counsel, Wick Phillips Gould &
Martin, LLP. Rogers Towers PA, Jackson Walker LLP, Davis & Santos
PLLC, Mastrogiovanni PLLC, Langley & Banack Inc., and Chamberlain,
Hrdlicka, White, Williams and Aughtry PC serve as the trustee's
special counsels.
CHRISHULSERSELLSHOMES INC: Disposable Income to Fund Plan
---------------------------------------------------------
ChrisHulserSellsHomes, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Alabama a Subchapter V Plan of
Reorganization dated August 8, 2023.
The Debtor was founded in February of 2010 by Christopher Hulser.
Mr. Hulser has been a licensed realtor since December 2008.
The real estate market shifted with rising interest rates in early
2022. Several real estate transactions were canceled, and several
agents left the company causing a shortage of available funds to
cover expenses. Mr. Hulser took out an MCA loan to help cover
operating expenses. The MCA loans used up all available funds
causing the company to go into default on the loans.
Currently, the Debtor is operating from its original location at
1896 Slaughter Road, Suite F, Madison. Mr. Hulser is working to
increase the number of agents in the office, which will increase
the amount of revenue that will be generated.
Class 5 consists of Unsecured Claims. The Debtor anticipates that
this sum will be approximately $300,000. The Debtor proposes to
initially pay 60% of Net Plan Profit of Debtor's business
operations, which would be Gross Income of Debtor, less costs of
business operations, and secured and priority Plan payments,
annually for 5 years. The remaining 40% will be used to pay taxes
and capital needs of the business.
Any surplus from the remaining 40% of Net Plan Profits shall be
paid as a True Up payment annually. These will be yearly
installments made by February of the following year, beginning Feb.
1, 2024. True Up payments, if any, shall be made by October of the
following year, beginning October 1, 2024.
It is anticipated that the annual payment to Allowed Unsecured
Claims will be as follows: Year 1: $0.00; Year 2: $9,500.00; Year
3: $21,000.00; Year 4: $31,000.00; Year 5: $47,500.00; Year 6:
$66,000.00. In no event shall the total of all annual and True Up
payments be less than a cumulative $95,000.00 pot.
The Debtor will fund this Plan through 5 annual payments,
consisting of all the Debtor's disposable income, made to the
Subchapter V Trustee on or by February 1, 2024 of each year
beginning after the effective date. The disposable income will be
generated from the revenue of Blue Ribbon Shoes.
A full-text copy of the Subchapter V Plan dated August 8, 2023 is
available at https://urlcurt.com/u?l=CrFYS6 from PacerMonitor.com
at no charge.
The Debtor's counsel:
Stuart M. Maples, Esq.
Maples Law Firm, P.C.
200 Clinton Avenue West, Suite 1000
Huntsville, AL 35801
Tel: (256) 489-9779
Fax: (256) 489-9720
Email: smaples@mapleslawfirmpc.com
About ChrisHulserSellsHomes
ChrisHulserSellsHomes, Inc., is an Alabama corporation with its
principal place of business at 1896 Slaughter Road, Suite F,
Madison, Ala. It provides real estate brokerage services in the
North Alabama area.
ChrisHulserSellsHomes sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-80858) on May
10, 2023, with up to $50,000 in assets and up to $1 million in
liabilities. Christopher W. Hulser, president and owner, signed the
petition.
Judge Clifton R. Jessup, Jr. oversees the case.
Stuart M. Maples, Esq., at Maples Law Firm, P.C. is the Debtor's
bankruptcy counsel.
CLEANSPARK INC: Incurs $14.2 Million Net Loss in Third Quarter
--------------------------------------------------------------
CleanSpark, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $14.22
million on $45.52 million of net total revenue for the three months
ended June 30, 2023, compared to a net loss of $29.34 million on
$31.03 million of net total revenue for the three months ended June
30, 2022.
For the nine months ended June 30, 2023, the Company reported a net
loss of $61.71 million on $115.89 million of net total revenues
compared to a net loss of $15.03 million on $105.35 million of net
total revenues for the nine months ended June 30, 2022.
As of June 30, 2023, the Company had $652.80 million in total
assets, $49.15 million in total liabilities, and $603.65 million in
total stockholders' equity.
CleanSpark said, "We believe our cash and cash equivalents on hand,
together with cash we expect to generate from future operations,
will be sufficient to meet our working capital and capital
expenditure requirements for a period of at least twelve months
from the date of this Quarterly Report on Form 10-Q. We are likely
to require additional capital to respond to technological
advancements, competitive dynamics or technologies, customer
demands, business opportunities, challenges, acquisitions or
unforeseen circumstances and in either the short-term or long-term
may determine to engage in equity or debt financings. If we are
unable to obtain adequate financing or financing on terms
satisfactory to us, when we require it, our ability to continue to
grow or support our business and to respond to business challenges
could be significantly limited. In particular, the impacts of the
COVID-19 pandemic, rising inflation and interest rates, and the
conflict between Russia and Ukraine have resulted in, and may
continue to result in, significant disruption and volatility in the
global financial markets, reducing our ability to access capital.
If we are unable to raise additional funds when or on the terms
desired, our business, financial condition and results of
operations could be adversely affected."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/827876/000095017023040675/clsk-20230630.htm
About CleanSpark
Headquartered in Bountiful, Utah, CleanSpark, Inc. --
www.cleanspark.com -- is a bitcoin mining company incorporated in
Nevada, whose common stock is listed on the Nasdaq Capital Market.
The Company, through itself and its wholly owned subsidiaries, has
operated in the bitcoin mining sector since December 2020. The
only cryptocurrency the Company mine is bitcoin. From March 2014
to June 30, 2022, the Company provided advanced energy technology
solutions to commercial and residential customers to solve modern
energy challenges in the alternative energy sector.
CleanSpark reported a net loss of $57.33 million for the year ended
Sept. 30, 2022, a net loss of $21.81 million on $39.29 million for
the year ended Sept. 30, 2021, a net loss of $23.35 million for the
year ended Sept. 30, 2020, and a net loss of $26.12 million for the
year ended Sept. 30, 2019. As of March 31, 2023, the Company had
$531.55 million in total assets, $57.67 million in total
liabilities, and $473.88 million in total stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of
CleanSpark until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
COMEBACK TRAIL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Comeback Trail, LLC
201 Santa Monica Blvd.
Suite 300
Santa Monica, CA 90401
Case No.: 23-15229
Chapter 11 Petition Date: August 15, 2023
Court: United States Bankruptcy Court
Central District of California
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Maria L. Garcia, Esq.
LEWIS BRISBOIS BISGAARD & SMITH LLP
633 West 5th Street
Suite 4000
Los Angeles, CA 90071
Tel: (213) 250-1800
Email: Maria.L.Garcia@lewisbrisbois.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Phil Kim as manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/I4O7N4Y/The_Comeback_Trail_LLC__cacbke-23-15229__0001.1.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/IR4MK4I/The_Comeback_Trail_LLC__cacbke-23-15229__0001.0.pdf?mcid=tGE4TAMA
D'RIA GROUP: Case Summary & 17 Unsecured Creditors
--------------------------------------------------
Debtor: D'RIA Group Inc.
DBA Qortstone
FDBA Qortstone, Inc.
7733 Lemona Avenue
Van Nuys, CA 91405
Case No.: 23-11148
Business Description: Qortstone is a supplier of engineered quartz
surfaces for residential & commercial
properties.
Chapter 11 Petition Date: August 14, 2023
Court: United States Bankruptcy Court
Central District of California
Judge: Hon. Victoria S. Kaufman
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Ani Vartabetian as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/CLDGCCI/DRIA_Group_Inc__cacbke-23-11148__0001.0.pdf?mcid=tGE4TAMA
DEI VITAE: Southern Star Says Disclosures Inadequate
----------------------------------------------------
Southern Star Central Gas Pipeline, Inc., objects to the Disclosure
Statement Relating to Plan of Liquidation Pursuant to section 1125
of the Bankruptcy Code filed by Dei Vitae Enterprises, LLC on June
28, 2023. In support thereof, Southern Star respectively shows the
Court as follows:
For more than 70 years preceding the Chapter 11 Case, Southern Star
(or its predecessors) has operated, and continues to operate, an
interstate natural gas transmission pipeline system that includes
underground storage fields. One of those storage fields is commonly
referred to as the "McLouth Storage Field." At the McLouth Storage
Field, Southern Star has mineral interests and gas storage rights
in, on and under certain real property located in Jefferson County
and Leavenworth County, Kansas.
Southern Star objects to the Disclosure Statement, first, because
of the Debtor's failure to include both Bower Leases in describing
Southern Star's Class 6 Claim in the table set forth in Article 3,
Section B of the Disclosure Statement. There, the Debtor refers to
only the Bower Gas Storage Lease, but fails to also refer to the
Bower Oil and Gas Lease. The Debtor should refer to both the Bower
Gas Lease and the Bower Oil and Gas Lease, both of which are filed
in the Office of the Register of Deeds, and to the fact that
Southern Star will retain its interests arising under both Bower
Leases under the Plan. Failing to refer to both Bower Leases is
inconsistent with the Debtor statement that Southern Star is not
impaired by the Plan.
Southern Star also objects to the Disclosure Statement because the
Debtor generally describes in Article 1, Section C(v) its assets to
include working interests in certain wells and mines, including
those arising under the "Kansas Bower Lease"5 (collectively, the
"Bower Working Interests"), but fails to describe in any way, much
less with adequate information (within the meaning of Section 1125
of the Bankruptcy Code), the source of the Bower Working Interests.
Accordingly, Southern Star objects to the Disclosure Statement on
the basis of that failure.
It is critical for the Debtor to adequately describe the source of
the Debtor's rights to the Bower Working Interests so Southern Star
can protect its interests in the Chapter 11 Case. Although the
Disclosure Statement lacks any description of that source, the
Debtor's other pleadings in the Chapter 11 Case are unclear, at
best, and are potentially erroneous, which highlights the
importance of the Debtor's stating clearly its position on this
issue.
Attorneys for Southern Star Central Gas Pipeline, Inc.:
David M. Schilli, Esq.
Brendan P. Biffany, Esq.
ROBINSON, BRADSHAW & HINSON, P.A.
101 North Tryon Street, Suite 1900
Charlotte, NC 28246-1900
Tel: (704) 377-2536
Fax: (704) 378-4000
E-mail: dschilli@robinsonbradshaw.com
bbiffany@robinsonbradshaw.com
About Dei Vitae Enterprises
Dei Vitae Enterprises, LLC, a company in Matthews, N.C., filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. W.D.N.C. Case No. 23-30148) on Feb. 28, 2023, with $1
million to $10 million in both assets and liabilities. Susan H.
Burton, a member of Dei Vitae Enterprises, signed the petition.
Judge Laura T. Beyer oversees the case.
John C. Woodman, Esq., at Essex Richards, P.A. and Michael Bowers,
a partner at Middleswarth, Bowers & Co., LLP, serve as the Debtor's
bankruptcy counsel and chief restructuring officer, respectively.
DIEBOLD NIXDORF: Davis Polk Served as Adviser in Chapter 11
-----------------------------------------------------------
Davis Polk advised an ad hoc group of secured creditors in
connection with the chapter 11 restructuring of Diebold Nixdorf,
Incorporated (together with its subsidiaries, "Diebold") and the
related proceedings under the Dutch Act on Confirmation of
Extrajudicial Plans (Wet homologatie onderhands akkoord or "WHOA").
On June 1, 2023, Diebold filed voluntary chapter 11 petitions in
the United States Bankruptcy Court for the Southern District of
Texas. Additionally, on June 1, 2023, certain Diebold entities
commenced a Dutch scheme proceeding under the WHOA. On July 13, the
U.S. bankruptcy court confirmed the chapter 11 plan of
reorganization for Diebold. On August 2, 2023, a Dutch court
entered an order sanctioning the WHOA plan under the Dutch scheme
proceeding. On August 7, 2023, the U.S. bankruptcy court entered an
order pursuant to chapter 15 of the bankruptcy code recognizing the
order sanctioning the WHOA plan.
The restructuring deleveraged Diebold's balance sheet by
approximately $1.3 billion and provided for approximately $1.25
billion in exit term loan financing. Substantially all the equity
of the reorganized Diebold was distributed to Diebold's prepetition
creditors.
Diebold is a global leader in financial and retail technology, with
presence in over 100 countries. In addition to producing hardware,
such as ATMs, Diebold provides maintenance services for its
hardware and produces banking and retail software.
The Davis Polk restructuring team included partners Damian S.
Schaible and Adam L. Shpeen and associates Dylan A. Consla, Amber
Leary, Mariya Dekhtyar and Linyang Wu. The finance team included
partner Christian Fischer, counsel Jason Palios and associates
Alexander K.B. Shimamura, Bryan Mendiola and Audrey Youn. Counsel
Robert (Bodie) Stewart provided capital markets advice. Partner
James P. Dougherty provided corporate advice. Counsel Matthew
Yeowart provided antitrust and regulatory advice. Partner Lucy W.
Farr provided tax advice. Members of the Davis Polk team are based
in the New York and London offices.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
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.
EAST CHESTNUT: Lender Sets Auction of Chicago Property
------------------------------------------------------
Secured party H.I.G. Realty Financing II LLC appeared at the
offices of King & Spalding LLP, legal counsel to secured party, at
11185 Avenue of the Americas, 34th Floor, New York, New York 10036,
and hold offer for sale at a public auction, pursuant to the
Uniform Commercial Code, the personal property of East Chestnut
Realty Holdings LLC ("Original Debtor"), EC21 Holdings LLC ("EC
Debtor"), and DC21 Holdings LLC ("DC Debtor"; collectively as
"Debtor"), on account of unpaid indebtedness owed by the Debtors to
secured party.
The property offered for sale consists of any and all right, title
and interest of Debtors in, to or under that certain property
identified in (a) uniform commercial code financing statement,
filing no. 2020 1885773, that was filed by secured party against
the Original Debtor with the Delaware Department of State on March
13, 2020, and (b) uniform commercial code financing statement,
filing No. 2021 5553285, that was filed by secured party against
the EC Debtor and DC Debtor with the Delaware Department of State
on July 15, 2021, with respect to certain personal property of the
Debtors.
The Debtors are the owners, as tenants in common of the real
property and improvements located at and know by the street address
21 East Chestnut Street, Chicago, Illinois.
Further Information regarding the sale and the collateral may ob
obtained by contacting Britney Baker at King & Spalding LLP, 1180
Peachtree Street, N.E., Atlanta, Georgia 30309, Email:
bbaker@kslaw.com.
EPICOR SOFTWARE: S&P Rates New $350MM First-Lien Term Loan 'B-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to enterprise resource planning (ERP) software
provider Epicor Software Corp.'s proposed $350 million non-fungible
incremental first-lien term loan maturing in July 2027. The company
intends to use proceeds from this issuance to either partially
paydown its $825 million of outstanding second-lien commitments
(comprising a $425 million term loan and $400 million of
floating-rate notes), fund general corporate purposes, or pursue
permitted acquisitions. While S&P views the debt paydown more
favorably, its existing ratings on Epicor will remain unchanged
regardless of the outcome.
S&P said, "If Epicor chooses to paydown debt, the reduction in the
outstanding balances on either its term loan or floating-rate notes
would not affect our recovery expectations because we view the
instruments as pari-passu. Similarly, if Epicor uses the proceeds
to fund acquisitions or for other purposes, our view of its credit
quality would remain unchanged given its good cash flow generation,
despite the increase in its leverage and interest expense.
"Epicor's recent performance remains either at, or ahead of, our
expectations despite some macroeconomic headwinds. The company
continues to increase its revenue by the high-single-digit percent
area while demonstrating its ability to consistently deleverage
through EBITDA expansion. Because we anticipate the transaction
will have a limited effect on its leverage and business, all of our
existing ratings are unchanged."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Epicor's capital structure comprises a $170 million revolving
credit facility, a $2.275 billion first-lien term loan, and $475
million of second-lien debt.
-- S&P's simulated default scenario continues to assume a payment
default occurring in 2025 because of heightened competitive
pressures from larger software vendors, such as Oracle Corp., SAP
SE, and Microsoft Corp., and the reduced competitiveness of its
products, which lead to lower license and subscription sales. In
addition, Epicor's high leverage limits its financial flexibility,
affecting its ability to invest in new products to remain
competitive.
-- Given Epicor's good position in the middle-market enterprise
software industry, S&P believes its lenders would achieve greater
recovery of their principal through a reorganization rather than a
liquidation of its assets.
-- S&P applies an EBITDA multiple of 6.5x, which is consistent
with the multiples it uses for other companies in this sector with
similar business risk profiles, to its estimated emergence EBITDA
of about $212 million.
-- SOFR rates rise to 250 basis points (bps) on its
dollar-denominated debt.
-- The margins on its revolving credit facility debt rise to 500
bps because of credit deterioration (necessitating amendments for
relief) inherent in its simulated default scenario.
-- The revolver is 85% drawn at default.
-- All scheduled amortization on the term loan is paid prior to
the default year.
-- All estimated debt claims include approximately six months of
accrued but unpaid interest outstanding at default.
Simulated default assumptions
-- Simulated year of default: 2025
-- EBITDA at emergence: Approximately $212 million
-- EBITA multiple: 6.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs):
-- Approximately $1.31 billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Collateral value available to secured creditors: Approximately
$1.31 billion
-- Secured first-lien debt: Approximately $2.4 billion
--Recovery expectations: 50%-70% (rounded estimate: 50%)
-- Secured second-lien debt: Approximately $499 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
EYECARE PARTNERS: Pioneer Floating Marks $374,062 Loan at 24% Off
-----------------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $374,062 loan
extended to EyeCare Partners, LLC to market at $283,119 or 76% of
the outstanding amount, as of May 31, 2023, according to Pioneer's
semi-annual report on Form N-CSR for the period from December 1,
2022 to May 31, 2023, filed with the Securities and Exchange
Commission.
Pioneer Floating is a participant in an Incremental First Lien Term
Loan to EyeCare Partners, LLC. The loan accrues interest at a rate
of 9.753% (Term SOFR+450 bps) per annum. The loan matures on
November 15, 2028.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a newly
established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a
medically focused eye care services provider. EyeCare Partners is
vertically integrated, providing optometry, ophthalmology and
retail products.
FULL-CIRCLE ATHLETE: Taps Michael H. Moody Law as Counsel
---------------------------------------------------------
Full-Circle Athlete, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to hire Michael H. Moody
Law, P.A to handle its Chapter 11 bankruptcy case.
The hourly rates charged by the firm for its services range from
$250 to $450.
In addition, the firm will seek reimbursement for expenses
incurred.
Michael Moody, Esq., managing attorney and owner of Michael H.
Moody Law, 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:
Michael H. Moody, Esq.
Michael H. Moody Law, PA
1881A Northwood Center Blvd.
Tallahassee, FL 32303
Telephone: (850) 739-6970
Email: Michael.Moody@MichaelHMoodyLaw.com
About Full-Circle Athlete
Full-Circle Athlete, LLC, doing business as D1 Training
Tallahassee, is a membership-based state-of-the-art training
facility in Tallahassee, Fla. It offers one-on-one training, group
activities that encourage goal setting, and an environment that
promotes achievement.
Full-Circle Athlete filed Chapter 11 petition (Bankr. N.D. Fla.
Case No. 23-40240) on July 5, 2023, with $100,241 in assets and
$1,152,349 in liabilities. John Simmons, manager, signed the
petition.
Michael Moody, Esq., at Michael H. Moody Law, P.A. is the Debtor's
legal counsel.
FUTURE PRESENT: Taps Lewis Siegel as Bankruptcy Counsel
-------------------------------------------------------
Future Present Productions, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire Lewis
Siegel, Esq., an attorney serving White Plains, N.Y., to handle its
Chapter 11 case.
Mr. Siegel's billing rate for this case is $550 per hour.
In court papers, Mr. Siegel disclosed that he does not represent
any interest adverse to the Debtor's estate in the matters upon
which he is to be engaged.
Mr. Siegel can be reached at:
Lewis W. Siegel, Esq.
60 East 42nd Street, Suite 4000
New York, NY 10165
Phone: (212) 286-0010
Fa: (212) 884-9586
Email: Info@LWSEsq.com
About Future Present Productions
Future Present Productions, LLC, doing business as GUM Studios, is
a multi-location film stage and equipment rental facility with
production capabilities in the New York Metropolitan - Tri State
area. GUM Studios caters to production companies, advertising
agencies, video-photographers, designers, and large tv and film
productions.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42510) on July 18,
2023, with $6,065,879 in assets and $5,760,994 in liabilities.
Gerard Luckman, Esq., at Forchelli Deegan Terrana, LLP, has been
appointed as Subchapter V trustee.
Judge Elizabeth S. Stong oversees the case.
Lewis W. Siegel, Esq., at Lewis W. Siegel represents the Debtor as
counsel.
GRUPO HIMA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Ten affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
Grupo HIMA San Pablo, Inc. (Lead Debtor) 23-02510
#100 Luis Munoz Marin Ave
Caguas, PR 00725-6184
Centro Medico del Turabo, Inc. 23-02513
CMT Development, LLC 23-02520
General Contracting Services, Inc. 23-02517
HIMA San Pablo Properties, Inc. 23-02515
Host Security Services, Inc. 23-02523
I.A. Developers Corp. 23-02519
Jerusalen Home Ambulance, Inc. 23-02522
Jocar Enterprises, Inc 23-02521
Portal de Caguas, Inc. 23-02516
Business Description: Grupo HIMA San Pablo, Inc. was incorporated
under the laws of the Commonwealth of Puerto
Rico on Dec. 20, 2005, to serve as a
diversified healthcare services holding
company pursuant to a corporate
reorganization of several businesses related
by common ownership. Through its
subsidiaries and affiliates, the Company
primarily owns and operates hospital
facilities and other healthcare related
businesses.
Chapter 11 Petition Date: August 15, 2023
Court: United States Bankruptcy Court
District of Puerto Rico
Judge: Hon. Edward A. Godoy
Debtors' Counsel: Wigberto Lugo Mendez, Esq.
LUGO MENDER GROUP, LLC
100 Carr 165 Suite 501
Guaynabo, PR 00968-8052
Tel: (787) 707-0404
Email: wlugo@lugomender.com
Debtors'
Accountant: CPA LUIS R. CARRASQUILLO & CO., P.S.C.
Debtors'
Financial &
Strategic
Advisor: ANKURA
Debtors'
Real Estate
Broker: HILCO REAL ESTATE, LLC
Debtors'
Real Estate
Broker: IEC CONSULTING, LLC
Debtors'
Notice &
Claims
Agent: EPIQ CORPORATE RESTRUCTURING LLC
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Armando J. Rodriguez-Benitez as chief
executive officer.
Full-text copies of four of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/LS6WZYQ/GRUPO_HIMA_SAN_PABLO_INC__prbke-23-02510__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/IGPM33A/PORTAL_DE_CAGUAS_INC__prbke-23-02516__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/IV3NVQI/JOCAR_ENTERPRISES_INC__prbke-23-02521__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/IGPM33A/PORTAL_DE_CAGUAS_INC__prbke-23-02516__0001.0.pdf?mcid=tGE4TAMA
List of Grupo HIMA's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Alvarez & Marsal Professional $1,268,650
North America LLC Service
600 Madison Avenue
8th Floor
New York, NY 10022
Tel: 212-759-4433
2. Pedro Luiz Civil Action $451,267
Hernandez Matos
Bo Sonadora Sector
Millo Cabrera
Carr. 173 Renal 792
Aguas Buenas, PR 00703
3. Sanchez Rivera Alejandro Wages & $204,571
uRB Bosque Llano Vacations
423 Calle Caoba
San Lorenzo, PR 00754
4. Miguel a De Jesus Ortiz Civil Action $203,820
Condominio Las Primaveras
Edf 1 Apt 500
Carretera 874
Carolina, PR 00985
5. Alvaro E. Alvarez Civil Action $203,610
Casillas
PMB 481, PO Box 29009
San Juan, PR 00929
6. Dechert LLP Professional $201,833
PO Box 7247 6643 Services
Philadelphia, PA
19170-6643
Tel: 215-994-200
7. Skadden, Arps, Slate Professional $200,000
Meagher & Flom LLP Services
PO Box 1764
White Plains, NY 10602
Tel: 212-735-3000
8. Wilmington Trust Contracted $169,215
National Association Services
50 South Swith STR
Suite 1290
Minneapolis, MN 55402
Tel: 1-888-859-1846
9. Irma De Jesus Civil Action $152,804
Figueroa
PO Box 484
Naguabo, PR 00718
10. William Vazquez Negron Civil Action $104,829
HC-03 Box 9362
Rio Lajas
Dorado, PR 00646
11. Elba Perez Aviles Civil Action $102,910
Po Box 9811
Plaza Carolina
Carolina, PR 00988
12. Antero Rodriguez Gonzalez Civil Action $101,192
HC-09 Box 61377
Caguas, PR 00725
13. Vanesa Vicens, Esq. Civil Action $100,500
& Jeffrey M Williams
207 Del Parque Street
Third Floor
San Juan, PR 00912
14. Guggenheim Securities LLC Professional $94,284
330 Madison Ave Services
New York, NY 10017
Tel: 1-212-739-0700
15. Heather Rodriguez Cruz Civil Action $93,386
97-7 Calle 94
Villa Carolia
Carolina, PR 00985
16. Alejandro Sosa Gonzalez Civil Action $85,091
HC-07 Box 33334
Caguas, PR
00727-9414
17. Pietrantoni Mendez & Legal Expenses $74,171
Alvarez
208 Avenida
Ponce De Leon
Popular Center
Piso 19
San Juan, PR 00918
Tel: 787-274-1212
18. Ana A Adrover Arroyo Civil Action $72,255
PO Box 1069
Luquillo, PR 00773
19. PKF Puerto Rico LLC Contracted $70,280
PO Box 2510 Services
PMB 35
Trujillo Alto, PR
00977-2510
Tel: 787-400-9548
20. PR Department of Treasury Withheld $62,609
Bankruptcy Section Deduction
424
PO Box 9024140
San Juan, PR
00902-4140
Tel: 787-721-2020
HATCH AND COMPANY: Taps Paul Reece Marr as Bankruptcy Counsel
-------------------------------------------------------------
Hatch and Company, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Paul Reece Marr,
P.C. to handle its Chapter 11 case.
The firm will charge hourly fees of $425 and $225 for Paul Reece
Marr, Esq., and paralegals, respectively.
The retainer fee is $10,000.
Paul Reece Marr, 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 through:
Paul Reece Marr, Esq.
Paul Reece Marr, P.C.
6075 Barfield Road, Suite 213
Sandy Springs, GA 30328
Telephone: 770-984-2255
Email: paul.marr@marrlegal.com
About Hatch and Company
Hatch and Company, Inc. was incorporated on Nov. 26, 2018, in
Georgia. It offers various services such as tree trimming,
pruning, removal, stump grinding, cutting and chipping, crane and
bobcat services, tree analysis, and tree insurance claims
assistance.
Hatch and Company filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-56969) on July
4, 2023. In the petition signed by its chief financial officer,
Stephen Thomas Hatch, the Debtor disclosed up to $500,000 in assets
and up to $10 million in liabilities.
Judge Lisa Ritchey Craig oversees the case.
Paul Reece Marr, Esq., at Paul Reece Marr, P.C., represents the
Debtor as legal counsel.
HTG MOLECULAR: Taps MCA Financial Group as Financial Advisor
------------------------------------------------------------
HTG Molecular Diagnostics, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ MCA
Financial Group, Ltd.
The Debtor requires a financial advisor to:
-- Assist the Debtor with cash and liquidity management;
-- Prepare, analyze and evaluate the Debtor's budgets and cash
projections necessary to manage its cash flow and obtain borrowings
pursuant to any approved debtor-in-possession financing;
-- Assist with any treasury functions including disbursement
of expenditures for operating expenses and expenses of the Debtor's
bankruptcy case;
-- Review, monitor and make recommendations to management and
the Board of Directors concerning operations, organizational
structure, roles and responsibilities of the personnel at the
Debtor;
-- Provide organizational and operational strategy
alternatives with an objective of optimizing the Debtor's
operations and financial performance;
-- Assist the Debtor to execute organizational and operational
improvement opportunities identified by MCA and approved by the
Board, subject to bankruptcy court approval;
-- Interface with third party creditors of the Debtor and
communicate with creditors concerning the ongoing provision of
goods and services by creditors to the Debtor;
-- Communicate with the Debtor's lenders and investors and
their advisors concerning matters related to the bankruptcy case,
borrowings pursuant to any credit facilities, equity investments,
financial reporting, among others;
-- Assist the Debtor to identify potential DIP lenders;
-- Prepare information necessary to solicit DIP borrowing
facility;
-- Solicit proposals from DIP lenders;
-- Advise the Debtor concerning DIP borrowing facility
structures and alternatives;
-- Help the Debtor close a DIP borrowing facility on terms
acceptable to it;
-- Interface with and support efforts of any investment banker
retained by the Debtor pursuant to an engagement to sell some or
all of the Debtor's assets during the pendency of its bankruptcy
case;
-- Provide information to the investment banker for the
preparation of materials to market and sell assets of the Debtor;
-- Provide due diligence information to the investment banker
for review by prospective purchasers;
-- Review and evaluate proposals to purchase the Debtor and
provide advice concerning the strengths and weaknesses of each
proposal;
-- Review and evaluate any sale documents including purchase
agreements and sale motions;
-- Assist in the preparation, if necessary, financial
projections and operating plans for the purpose of effectuating a
potential sale of the Debtor;
-- Prepare analysis requested by the Debtor's legal counsel in
connection with the bankruptcy case;
-- Assist legal counsel in the preparation of any plan of
reorganization and related documents and support, if necessary;
-- Provide testimony, both written and in person, concerning
matters before the bankruptcy court for consideration;
-- Advise the Debtor's management and Board concerning matters
that arise during the pendency of the case;
-- Participate in any meetings requested by the Debtor
including, the initial interview, initial meeting of creditors, and
other required meetings;
-- Communicate with investors, trade creditors, vendors and
suppliers concerning issues that may occur from time to time
including the extension of credit necessary to continue the
Debtor's operations without interruption;
-- Coordinate legal responses, if necessary, with the Debtor's
counsel; and
-- Assist management of the Debtor and the Board, where
appropriate, to achieve the successful execution of the Debtor's
objectives in its bankruptcy case.
MCA will be paid as follows:
Senior Managing Directors $595/hour
Managing Directors $495/hour
Directors $395/hour
Associates $325/hour
Administrative Personnel $125/hour
Keith Bierman, senior managing director at MCA, 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:
Keith Bierman
MCA Financial Group, Ltd.
4909 N. 44th Street
Phoenix, AZ 85018
Phone: 602-710-2502
Fax: (602) 671-1170
Email: kbierman@mca-financial.com
About HTG Molecular Diagnostics
HTG Molecular Diagnostics, Inc. is a commercial-stage company that
develops and markets a technology platform to facilitate the
routine use of complex molecular profiling. The Tucson,
Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which
is comprised of instrumentation, consumables and software
analytics, automates the molecular profiling of genes and gene
activity.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023.
In the petition signed by Shaun McMeans, senior vice president and
chief financial officer, the Debtor disclosed up to $10 million in
both assets and liabilities.
Judge Kate Sickles oversees the case.
Frederick B. Rosner, Esq., at The Rosner Law Group, LLC and MCA
Financial Group, Ltd. serve as the Debtor's legal counsel and
financial advisor, respectively.
Silicon Valley Bank, as lender, is represented by Alex Rheaume,
Esq., at Morrison & Foerster LLP.
On June 22, 2023, the U.S. Trustee for Regions 3 and 9 appointed an
official committee to represent unsecured creditors in the Debtor's
Chapter 11 case. Mesch, Clark & Rothschild, P.C. and Womble Bond
Dickinson (US), LLP serve as the committee's bankruptcy counsel
and
Delaware counsel, respectively.
HUGOTON OPERATING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Hugoton Operating Company, Inc.
1261 Pass Rd.
Gulfport, MS 39501
Chapter 11 Petition Date: August 14, 2023
Court: United States Bankruptcy Court
Southern District of Mississippi
Case No.: 23-51139
Judge: Hon. Katharine M Samson
Debtor's Counsel: Patrick Sheehan, Esq.
SHEEHAN AND RAMSEY, PLLC
429 Porter Ave
Ocean Springs, MS 39564
Tel: 228-875-0572
Email: Pat@sheehanramsey.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Thomas Swarek as president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/URDVNBI/Hugoton_Operating_Company_Inc__mssbke-23-51139__0005.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4XPVQAY/Hugoton_Operating_Company_Inc__mssbke-23-51139__0001.0.pdf?mcid=tGE4TAMA
INNOVATE CORP: Incurs $11.7 Million Net Loss in Second Quarter
--------------------------------------------------------------
Innovate Corp. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $11.7
million on $368.8 million of revenue for the three months ended
June 30, 2023, compared to a net loss of $13.9 million on $392.2
million of revenue for the three months ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $19.7 million on $686.7 million of revenue compared to a
net loss of $28 million on $805 million of revenue for the six
months ended June 30, 2022.
As of June 30, 2023, the Company had $1.08 billion in total assets,
$1.19 billion in total liabilities, $10.1 million in total
temporary equity, and a total stockholders' deficit of $128.1
million.
Commentary
"INNOVATE reported strong second quarter results with revenue of
$368.8 million and adjusted EBITDA of $16.5 million, as our
operating segments are capitalizing on attractive market
opportunities," said Avie Glazer, Chairman of INNOVATE. "The
strength in the second quarter was driven by INNOVATE's
Infrastructure segment which expanded adjusted EBITDA margin by
approximately 100 basis points. We also remain excited by
developments and opportunities in the Life Sciences segment as
MediBeacon completed the Phase 3 Transdermal GFR Pivotal Study and
filed the Clinical Study Report with FDA. At Spectrum, adjusted
EBITDA grew both sequentially and year-over-year."
"We are deeply saddened by Wayne Barr's passing and greatly
appreciate his leadership and many significant contributions to
INNOVATE. Wayne's strategic vision and operating expertise were
instrumental in setting INNOVATE on a path toward future success,
and we were fortunate to have him as our CEO," Glazer added. "We
are confident that Paul Voigt, building on his prior experience
with the Company and each of our three operating segments, will
help INNOVATE capitalize on opportunities to unlock value and
deliver returns for shareholders."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1006837/000100683723000098/vate-20230630.htm
About Innovate
New York-based Innovate -- www.innovatecorp.com -- is a diversified
holding company that has a portfolio of subsidiaries in a variety
of operating segments. The Company seeks to grow these businesses
so that they can generate long-term sustainable free cash flow and
attractive returns in order to maximize value for all stakeholders.
As of Dec. 31, 2021, the Company's three operating platforms or
reportable segments, based on management's organization of the
enterprise, are Infrastructure, Life Sciences and Spectrum, plus
its other segment, which includes businesses that do not meet the
separately reportable segment thresholds.
Innovate Corp. reported a net loss of $42 million in 2022, compared
to a net loss of $236.2 million in 2021. As of Dec. 31, 2022, the
Company had $1.15 billion in total assets, $1.18 billion in total
liabilities, $61 million in total temporary equity, and a total
stockholders' deficit of $90.6 million.
* * *
As reported by the TCR on May 17, 2023, S&P Global Ratings lowered
its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'.
S&P said, "We expect Innovate to maintain less than adequate
liquidity over the next 12 months. This reflects our expectation
that while the company has enough liquidity to continue operating
for the next 12 months, we believe the cushion is very thin and
could quickly erode."
INTUITION CONSULTING: Taps Rountree as Legal Counsel
-----------------------------------------------------
The Intuition Consulting Firm, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Rountree, Leitman, Klein & Geer, LLC as its legal counsel.
The firm's services include:
a. Giving the Debtor legal advice with respect to its powers
and duties in the management of its property;
b. Preparing legal papers;
c. Assisting in the examination of claims of creditors;
d. Assisting with the formulation and preparation of
disclosure statement and plan of
reorganization and with the confirmation and consummation thereof;
and
e. Other necessary legal services.
The firm will charge these hourly fees:
William A. Rountree, Attorney $595
Will B. Geer, Attorney $595
Michael Bargar, Attorney $595
Hal Leitman, Attorney $425
David S. Klein, Attorney $495
Alexandra Dishun, Attorney $425
Ceci Christy, Attorney $425
Elizabeth A. Childers, Attorney $395
Caitlyn Powers, Attorney $325
Shawn Eisenberg, Attorney $325
Elizabeth Miller, Paralegal $250
Sharon M. Wenger, Paralegal $225
Megan Winokur, Paralegal $175
Catherine Smith, Paralegal $150
The firm received a pre-bankruptcy retainer of $30,000 from the
Debtor.
William Rountree, Esq., a partner at Rountree, 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:
William A. Rountree, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wrountree@rlkglaw.com
About The Intuition Consulting
The Intuition Consulting Firm, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-56107) on June 29, 2023, with $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities. Todd Hennings, Esq., at
Macey, Wilensky & Hennings, LLP has been appointed as Subchapter V
trustee.
Judge Paul W Bonapfel oversees the case.
William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC is
the Debtor's counsel.
IVCINYA COMPANY: Seeks to Hire RHM Law as Bankruptcy Counsel
------------------------------------------------------------
Ivcinya Company LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire RHM Law, LLP as its
bankruptcy counsel.
The firm's services include:
a. legal advice regarding compliance with the requirements of
the Office of the U.S. Trustee;
b. advice regarding matters of bankruptcy law, including the
rights and remedies of the Debtor with respect to its assets and
claims of creditors;
c. advice regarding cash collateral matters;
d. examinations of witnesses, claimants or adverse parties and
the preparation of reports, accounts and pleadings;
e. advice concerning the requirements of the Bankruptcy Code
and applicable rules;
f. negotiation, formulation, confirmation and implementation
of a Chapter 11 plan of reorganization; and
g. court appearances.
The firm will render services to the Debtor at its regular hourly
rates.
The Debtor paid the firm an initial retainer of $11,500.
Roksana Moradi-Brovia, Esq., a partner at RHM Law, 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:
Roksana D. Moradi-Brovia, Esq.
Matthew D. Resnik, Esq.
RHM Law, LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: roksana@RHMFirm.com
matt@RHMFirm.com
About Ivcinya Company
Ivcinya Company, LLC filed Chapter 11 petition (Bankr. C.D. Calif.
Case No. 23-14313) on July 11, 2023, with $100,001 to $500,000 in
assets and $500,001 to $1 million in liabilities. Mark Sharf, Esq.,
a practicing attorney in Los Angeles, has been appointed as
Subchapter V trustee.
Judge Neil W. Bason oversees the case.
RHM Law, LLP serves as the Debtor's bankruptcy counsel.
KNIGHT HEALTH: Pioneer Floating Marks $987,500 Loan at 50% Off
--------------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $987,500 loan
extended to Knight Health Holdings LLC to market at $498,687 or 50%
of the outstanding amount, as of May 31, 2023, according to
Pioneer's semi-annual report on Form N-CSR for the period from
December 1, 2022 to May 31, 2023, filed with the Securities and
Exchange Commission.
Pioneer Floating is a participant in a Term B Loan to Knight Health
Holdings LLC. The loan accrues interest at a rate of 10.404% (Term
SOFR+525 bps) per annum. The loan matures on December 23, 2028.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a
newly-established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
Knight Health Holdings LLC is a provider of a community-based acute
and post-acute care, with 18 short-term acute care hospitals and 61
long-term acute care facilities across 25 states.
KOACH ENTERPRISE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Koach Enterprise Land, Inc.
5401 Collins Ave Apt 129
Miami Beach, FL 33140
Case No.: 23-16438
Chapter 11 Petition Date: August 15, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Debtor's Counsel: Joel Aresty, Esq.
JOEL M. ARESTY PA
309 1st Ave. S.
Tierra Verde, FL 33715
Tel: (305) 904-1903
Email: aresty@icloud.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Eliahu Abukasis as president.
The Debtor indicated it has no creditors holding unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/74XLBXQ/Koach_Enterprise_Land_Inc__flsbke-23-16438__0001.0.pdf?mcid=tGE4TAMA
L L & L REAL ESTATE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: L L & L Real Estate Development LLC
282 Vanderbuilt Avenue
Brooklyn NY 11205
Case No.: 23-42913
Business Description: L L & L Real Estate is a Single Asset Real
Estate company.
Chapter 11 Petition Date: August 15, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Debtor's Counsel: Michael I. Previto, Esq.
MICHAEL I. PREVITO
150 Motor Parkway
Hauppage NY 11788
Tel: 631-379-0837
Email: mchprev@aol.com
Estimated Assets: $500,000 to $1 million
Total Debts: $1,300,000
The petition was signed by Lisa Christmas as president/owner.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3QNY7FA/L_L__L_Real_Estate_Development__nyebke-23-42913__0001.0.pdf?mcid=tGE4TAMA
LAKESHORE LEARNING: S&P Affirms 'B' Rating on First-Lien Debt
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating and its
'B' issue-level rating on the U.S.-based Lakeshore Learning
Materials LLC's upsized $680 million first-lien term loan facility.
S&P's recovery rating on this debt is a '3', indicating its
expectation of meaningful (50%-70%; rounded estimate: 60%) recovery
in the event of a payment default.
The stable outlook reflects S&P's expectation that the company will
continue to generate positive cash flow and organic top line
growth.
S&P said, "The incremental $100 million first-lien term loan will
modestly increase leverage, but leverage remains well within our
threshold for the current rating. The incremental first-lien term
loan will have the same terms and will be fungible with respect to
the company's existing $580 million first-lien term loan issued in
2021. It will be covenant-lite. This transaction will represent the
first distribution the financial sponsor, Leonard Green & Partners
L.P. has taken since its October 2021 acquisition of a majority
stake from the Kaplan family. We estimate the company's S&P Global
Ratings-adjusted pro forma leverage will increase to about 3.4x
from about 2.9x for the 12-months ended June 30, 2023. Nonetheless,
we expect Lakeshore's leverage to remain well below our 7x downside
trigger for the 'B' rating.
Lakeshore continues to experience strong demand supported by
federal spending allocated to states and school districts. The
company's revenue increased 28% over the latest 12-months ended
June 30, 2023, from the same prior year period. Lakeshore continues
to experience strong demand, particularly in its direct sales
channel, which is comprised of public and private institutions.
Lakeshore's S&P Global Ratings-lease adjusted EBITDA grew by over
50% over the 12-month period ended June 30, 2023, from the same
prior year period. Larger orders, favorable product mix, and lower
freight costs have bolstered the company's profitability. Lakeshore
also benefited from its investments to improve operating
efficiency. At the same time, one-time acquisition-related costs
have rolled off. S&P said, "We estimate the company's S&P Global
Ratings-adjusted leverage decreased to about 2.9x for the 12 months
ended June 30, 2023, compared to about 5.4x as of October 2021,
when the company sold a majority equity stake to funds managed by
Leonard Green & Partners LLP. We expect the company to continue to
experience double digit growth over the next 12-24 months as states
and school districts seek to apply approximately $90 billion of
unspent funds from the American Rescue Plan's Elementary and
Secondary School Emergency Relief Fund (ESSER) and other
educational funding programs. Some of these programs are set to
expire over the next one to two years unless they are extended.
Nonetheless, given the upcoming election cycle, changes in federal
budgetary priorities could hurt educational funding."
The company's free operating cash flow (FOCF) returned to
historical levels, but it will increase spending considerably on
growth projects over the next 18 months. We estimate Lakeshore
generated FOCF of about $95 million for the 12-months ended June
30, 2023, compared to FOCF use of about $24 million for the same
prior year period. Lakeshore has historically been a stable cash
flow generator, requiring minimal levels of maintenance capital
expenditure (capex). However, it experienced a period of lower
profitability and cash flow due to rising product and freight
costs. Additionally, the company managed higher inventory
investment to support customer service levels amid higher costs and
longer lead times for imports from Asia. Price increases and
favorable product mix contributed to the company's cash flow
improvement. Moreover, improved supply chain lead times and lower
freight and product costs have allowed the company to reduce its
working capital investment while maintaining customer service
levels.
Lakeshore plans to increase investments over the next 18 months to
support rapid demand growth and greater operating efficiency. It is
planning the build-out of a new distribution center as well as
distribution enhancements. Lakeshore also plans to invest in a new
enterprise resource planning (ERP) system in 2023-2024. As a
result, while we expect the company to generate healthy operating
cash flow, we forecast FOCF will be lower than historical levels in
fiscal 2024 due to higher capex spend. Moreover, the company pays
out a very high 50% of its pre-tax income as shareholder dividend
distributions to cover the estimated income tax liabilities of its
partners, which can result in negative discretionary cash flow.
The stable outlook reflects our expectation that the company will
continue to generate solid cash flows and organic top line growth.
S&P could lower the ratings if it expects S&P Global
Ratings-adjusted leverage will be sustained at or over 7x, which
could happen if:
-- School budgets decline because of cuts in federal or local
government spending or an economic slowdown resulting in declining
demand; or
-- Inflationary, supply chain, and competitive pressures result in
substantial margin compression such that earnings materially
decline; or
-- The company adopts more aggressive financial policy and
increases leverage through large, debt-financed dividends or
acquisitions.
S&P could raise the ratings if it expects the company to maintain
S&P Global Ratings-adjusted leverage under 5x and grow organically,
which could happen if:
-- The company demonstrates a commitment to financial policy
consistent with maintaining S&P Global Ratings-adjusted leverage
below 5x, incorporating any potential shareholder returns; and
-- The company continues to win new opportunities organically
through leveraging its salesforce and product development
capabilities.
LASERSHIP INC: Pioneer Floating Marks $344,750 Loan at 18% Off
--------------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $344,750 loan
extended to LaserShip, Inc to market at $281,833 or 82% of the
outstanding amount, as of May 31, 2023, according to Pioneer's
semi-annual report on Form N-CSR for the period from December 1,
2022 to May 31, 2023, filed with the Securities and Exchange
Commission.
Pioneer Floating is a participant in a First Lien Initial Term Loan
to LaserShip, Inc. The loan accrues interest at a rate of 9.659%
(LIBOR+450 bps) per annum. The loan matures on May 7, 2028.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a newly
established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
LaserShip is a regional last-mile delivery company that services
the Eastern and Midwest United States. Founded in 1986, LaserShip
is based in Vienna, Virginia, and has sorting centers in New
Jersey, Ohio, North Carolina, and Florida.
LIGHT & WANDER: Fitch Rates New 8-Yr. Sr. Unsecured Notes 'BB'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to Light & Wonder,
Inc.'s (LNW) proposed eight-year senior unsecured notes. Proceeds
will be used to refinance the existing 8.625% senior unsecured
notes due 2025. LNW's Long-Term Issuer Default Rating is 'BB'. The
Rating Outlook is Stable
LNW's rating reflects its conservative leverage profile and solid
expected FCF margin for a gaming supplier and mobile developer.
Fitch believes LNW's credit profile remains consistent with a
rating 'BB', due to robust FCF generation, strong liquidity, and
still conservative leverage. Fitch forecasts LNW's gross leverage
will decline below 4.0x by 2023 through EBITDA growth.
KEY RATING DRIVERS
Fitch forecasts LNW to reach 3.7x gross leverage for 2023 and
decline further over the forecast horizon. The further recovery of
LNW's gaming equipment and systems cash flows in 2023, coupled with
stable digital cash flows, will allow LNW to achieve gross leverage
metrics in 2023 and 2024 consistent with 'BB'. Notably, LNW's
strong expected FCF generation (mid-teens margins forecast in 2023
and beyond) and strong liquidity remain consistent with the
rating.
Growing Digital Presence: The company announced that it is
acquiring the 17% remaining interest of SciPlay, a social gaming
and casual mobile gaming operator, for approximately $500 million.
The acquisition will be funded through cash on hand. Fitch believes
the acquisition is a credit positive given the use of cash, the
subsidiary becomes part of the restricted group, and enhanced
balance sheet flexibility.
Monthly payer users have increased to 625,000 as of March 31, 2023
from 560,000 as of March 31, 2022. LNW's market share has grown to
10.2% in 2Q23 from 7.9% in 2019, aided by the performance of its
Jackpot Party and Quick Hit products. The company's digital
business faces strong competitive pressures, especially within
social gaming. This is offset by the more stable FCF compared with
the traditional slot business, as well as the increased product
diversification and scale.
Diversified Product Mix: LNW is a diversified gaming supplier with
exposure to traditional gaming (slots, tables, systems), iGaming,
social gaming and casual mobile gaming. The company's digital
adjacencies balance the traditional slot industry's high
competitiveness, tepid replacement cycle, and unreliable new casino
opening schedule. The company's leading slot systems business
(approximately 10% of pro forma revenues) provides a relatively
reliable cash stream and its table game business (approximately 8%)
is shifting more toward a lease model with operators.
Leading Gaming Supplier: The company garners low-20% market share
for both slot sales and installed base of premium slots in North
America, which has come down considerably over the last decade as
peers aggressively entered the market. With this share, the company
comfortably remains a top-three supplier, and the company
consistently rolls out attractive new content and cabinets that
have helped maintain a leading competitive position.
There are signs of stabilizing market share shifts, with the
company registering a relatively stable installed base in North
America since 2020 of around 30,000 units (30,675 units as of March
31, 2023). The company's table game business is a differentiator
relative to its peers, and also has a strong systems business.
Strong FCF Generation: Fitch expects the company's FCF generation
and margin will approximate $275 million and 11%, respectively, in
2023 thanks to stronger EBITDA, reduced interest expense, and
reduced capital intensity following lottery's divestiture. FCF is
strong relative to the broader gaming industry and in line with
other 'BB' and 'BBB' category suppliers. However, capital intensity
is higher than casino operators given the company's premium slot
business and royalty payments on licenses that are capitalized.
The company's FCF benefits from management's preference for share
repurchases over dividends. Fitch expects a majority of FCF to be
allocated toward repurchases ($437 million through May 4, 2023),
tuck-in acquisitions to support its Digital segment and
reinvestments within the business. Fitch does not anticipate any
meaningful debt paydown beyond the current capital structure ($3.9
billion of debt). The company is expected to have high flexibility
for restricted payments.
Parent Subsidiary Linkage: Fitch applied the strong subsidiary/weak
parent approach under its Parent and Subsidiary Linkage Rating
Criteria. Fitch views the linkage as strong across the company's
entities given the openness of access and control by the parent and
relative ease of cash movement throughout the structure. Fitch
views the entities on a consolidated basis and the IDRs are
linked.
DERIVATION SUMMARY
Light & Wonder's rating reflects its conservative leverage profile
and improved FCF generating ability pro forma for recapitalization
and lottery and sports betting divestitures in 2022. LNW remains a
diversified gaming supplier with strong market share, despite the
sale of the less cyclical lottery business. The company's leading
market position in the slot segment and greater diversification
position it stronger than peer Everi Holdings (BB-/Stable), despite
similar leverage levels.
The company has a similar business mix as peer Aristocrat Leisure
(BBB-/Stable); however, Aristocrat has a long track record of
managing gross leverage below 2.5x. International Game Technology
(BB+/Stable) has a similar credit profile as the company, despite
slightly higher leverage, thanks to meaningful lottery exposure,
which can withstand higher leverage.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Company:
-- Fitch forecasts mid-single-digit growth for the Gaming segment
in 2023 and low single-digit growth thereafter, supported by a
stabilization in the company's overall installed base in the
58,000-59,000 range and healthy ADRPU;
-- SciPlay revenue growth of nearly 20% in 2023 and continues to
grow in the high single-digits annually thereafter, supported by
increased R&D and tuck-in acquisitions;
-- iGaming experiences mid- to high single-digit growth annually,
supported by the rollout of LNW's Live Dealer platform and other
online market advances;
-- EBITDA margins in the high 30% range. Fitch forecasts SciPlay
to contribute $250 million in annual EBITDA by 2025;
-- Capex is approximately 8%-10% of revenues over the forecast
horizon. This includes royalty payments on license obligations;
-- Total gross debt balance steady around $3.9 billion (modest
annual term loan amortization);
-- Capital allocation is balanced between shareholder returns and
tuck-in M&A in the digital space. Fitch assumes share repurchases
are the primary avenue to return capital to shareholders.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Gross leverage sustaining below 3.0x;
-- Stable or growing slot share, particularly in North America;
-- Expanding footprint in casual gaming demonstrated by successful
launch of new games and or an increase in user-based metrics (both
paying and non-paying).
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Gross leverage sustaining above 4.0x;
-- Slots business suffering from market share loss or the
deterioration of operating fundamentals;
-- Greater revenue concentration in the more cyclical and
hit-driven casual mobile gaming business.
LIQUIDITY AND DEBT STRUCTURE
The company has multiple sources of liquidity that will support its
growth strategy and fund shareholder returns. The company had $909
million of cash as of June 30, 2023 and full availability under its
$750 million revolver. Fitch forecasts the company to generate FCF
of around $300 million-$500 million annually beginning FY 2023.
This will fund continued tuck-in acquisitions in the mobile segment
and an increase in shareholder returns primarily in the form of
repurchases.
Capex is manageable in the context of the company's improved cash
flow from operations, which should remain around 8%-10% of revenue.
This includes 'payments on license obligations' that get reported
in the company's cash flow from financing and are related to
requirement payments on brand licenses that are akin to operating
expenses.
Following the closing of the acquisition of the remaining equity
interests in SciPlay, the subsidiary will become a restricted
subsidiary of the company. The SciPlay $150 million untapped
revolver is expected to be terminated sometime after closing. The
full consolidation of SciPlay should provide for greater financial
flexibility.
ISSUER PROFILE
Light & Wonder, Inc. includes a cross-platform product portfolio
that includes Gaming (casino products and services), Social Gaming
(digital games on mobile and web platforms), and iGaming (digital
gamin content and other iGaming content and services).
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
LIGHTHOUSE IMMERSIVE: Gets CCAA Court's Initial Stay Order
----------------------------------------------------------
Lighthouse Immersive Inc. and Lighthouse Immersive USA, Inc.,
sought and obtained an initial order under the Companies' Creditors
Arrangement Act, as amended ("CCAA"). The Initial Order provides,
among other things, a stay of proceedings until Aug. 6, 2023 ("Stay
Period") and may be extended by the Court from time to time. The
Companies will be seeking an extension of the Stay Period at a
hearing scheduled for Aug. 3, 2023. Pursuant to the Initial Order,
B. Riley Farber Inc. was appointed as Monitor ("Monitor") of the
Companies.
The Debtors pointed out that, as the government restrictions in
place during the Covid-19 pandemic lifted, theatres, galleries, and
museums resumed operations, and though still popular, their
immersive shows no longer had the same overwhelming success they
once did as the form of art lost its novelty and patrons had other
options. Competitors also began entering the market with
competitive prices. Sales dropped and revenue suffered.
Eventually, despite the Debtors' owners terminating management fees
and not taking salaries, and the Debtors winding down shows, the
Debtors became unable to meet the commitments under leases, license
agreements, and vendor agreements, and began to default on certain
obligations.
Copies of the various orders, application materials and Monitor's
Reports in these CCAA Proceedings are available at
https://farbergroup.com/engagements/lighthouse-immersive/
The Monitor can be reached at:
B. Riley Farber Inc.
150 York Street, Suite 1600 Toronto, ON M5H 3S5
Rob Biehler
Tel: 905-496-3507
Cell: 905-749-4694
Email: rbiehler@brileyfin.com
Allan Nackan
Tel: 416-496-3732
Cell: 416-566-4025
Email: anackan@brileyfin.com
Hylton Levy
Tel: 416-496-3070
Cell: 416-543-1207
Email: Hlevy@brileyfin.com
Counsel for the Monitor:
Thornton Grout Finnigan LLP
TD West Tower
100 Wellington Street West, Suite 3200
P.O. Box 329
Toronto, ON M5K 1K7
Rebecca Kennedy
Tel: 416-304-1616
Email: rkennedy@tgf.ca
Rachel Fielding
Tel: 416-304-0971
Email: RFielding@tgf.ca
Marco Gaspar
Tel: 416-306-5825
Email: MGaspar@tgf.ca
Counsel for the Companies:
Miller Thomson LLP
Scotia Plaza
40 King Street West, Suite 5800
P.O. Box 1011
Toronto, ON M5H 3S1
Kyla Mahar
Tel: 416-567-4303
Email: KMahar@millerthomson.com
Gina Rhodes
Tel: 416-597-4321
Email: GRhodes@millerthomson.com
U.S. Counsel for the Companies:
Morris, Nichols, Arsht & Tunnell LLP
1201 North Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Donna L. Culver
Tel: 302-351-9208
Cell: 302-898-9334
Email: dculver@morrisnichols.com
Derek C. Abbott
Tel: 305-351-9357
Cell: 302-593-4729
Email: dabbott@morrisnichols.com
Tamara K. Mann
Tel: 302-351-9377
Cell: 302-588-2829
Email: tmann@morrisnichols.com
Counsel for SCS Finance, Inc., the DIP Lender:
Cozen O'connor LLP
Bay Adelaide Centre – West Tower
333 Bay Street, Suite 1100
Toronto, ON M5H 2R2
Steven Weisz
Tel: 647-417-5334
Email: sweisz@cozen.com
Lighthouse Immersive produces immersive show exhibits in Canada,
the United States, and various cities around the world.
LTR INTERMEDIATE: Pioneer Floating Marks $835,866 Loan at 16% Off
-----------------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $835,866loan
extended to LTR Intermediate Holdings, Inc to market at $706,306 or
84% of the outstanding amount, as of May 31, 2023, according to
Pioneer's semi-annual report on Form N-CSR for the period from
December 1, 2022 to May 31, 2023, filed with the Securities and
Exchange Commission.
Pioneer Floating is a participant in an Initial Term Loan to LTR
Intermediate Holdings, Inc. The loan accrues interest at a rate of
9.654% (Term SOFR+450 bps) per annum. The loan matures on May 5,
2028.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a
newly-established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
LTR Intermediate Holdings, Inc., through its principal subsidiary,
Liberty Tire Recycling Holdco, LLC, provides scrap-tire collection
and rubber recycling services primarily in the United States and in
Canada.
MARCO A. FRAUSTO: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Marco A. Frausto, Inc.
205 E. Carrillo St
Suite 209
Santa Barbara, CA 93101
Case No.: 23-13420
Involuntary Chapter
11 Petition Date: August 15, 2023
Court: United States Bankruptcy Court
District of Nevada
Judge: Hon. Natalie M. Cox
Petitioners' Counsel: Filed Pro Se
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/7LC4LCI/MARCO_A_FRAUSTO_INC__nvbke-23-13420__0001.0.pdf?mcid=tGE4TAMA
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
Linda Smith Wages $18,000
4066 Genoa Drive
Las Vegas, NV 89141
MATCON CONSTRUCTION: Exclusive Period Extended to September 30
--------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the
Middle District of Florida extended Matcon Construction Services,
Inc.'s exclusive period to file a plan of reorganization and
solicit acceptances thereof to September 30, 2023 and November
29, 2023, respectively.
About Matcon Construction Services
Matcon Construction Services, Inc. provides general contracting,
solar solutions and development services. The company is based in
Tampa, Fla.
Matcon Construction Services sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00215)
on Jan. 20, 2023. In the petition signed by Derek Mateos,
president, the Debtor disclosed up to $10 million in assets and
up to $50 million in liabilities.
Judge Roberta A. Colton oversees the case.
The Debtor tapped Scott Underwood, Esq., at Underwood Murray,
P.A. as bankruptcy counsel; MGS Law, P.A. as special counsel; and
Small Business CFO as accountant.
MEJJM INC: Case Summary & Nine Unsecured Creditors
--------------------------------------------------
Debtor: MEJJM, Inc.
3077 E 98th St. Ste. 265
Indianapolis IN 46280
Chapter 11 Petition Date: August 14, 2023
Court: United States Bankruptcy Court
Southern District of Indiana
Case No.: 23-03538
Judge: Hon. Jeffrey J. Graham
Debtor's Counsel: KC Cohen, Esq.
KC COHEN, LAWYER, PC
1915 Broad Ripple Ave.
Indianapolis IN 46220
Tel: 317-715-1845
Email: kc@esoft-legal.com
Total Assets: $1,502,094
Total Liabilities: $2,887,831
The petition was signed by Michael Smith as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/36PPHIA/MEJJM_Inc__insbke-23-03538__0001.0.pdf?mcid=tGE4TAMA
MERIDIAN RESTAURANTS: Gets OK to Hire Hilco as Investment Banker
----------------------------------------------------------------
Meridian Restaurants Unlimited, L.C. and its affiliates received
approval from the U.S. Bankruptcy Court for the District of Utah to
hire Hilco Corporate Finance, LLC.
The firm will provide investment banking services focusing on the
possible sale, merger, acquisition, reorganization, financial
restructuring, or recapitalization of the Debtors, their business
or assets, or any portion thereof in a single or multiple
transactions.
These services include:
a) identifying and recommending to the Debtors potential
buyers and capital sources in connection with a transaction;
b) creating written materials (e.g., a teaser, confidential
information memorandum, management presentation, and form of
non-disclosure agreement) to be used in presenting the transaction
opportunity to prospective buyers and capital sources;
c) soliciting and reviewing proposals as well as making
recommendations and advising the Debtors in negotiating proposals
concerning a transaction;
d) assisting the Debtors in responding to the due diligence
review of potential buyers, including by managing a Virtual Data
Room, and assisting the Debtors in organizing, populating, and
maintaining the VDR;
e) assisting the Debtors and their other professional advisors
in recommending and negotiating bidding procedures, a sale
timeline, and auction guidelines;
f) assisting the Debtors in soliciting and evaluating
acquisition proposals, including during an auction held pursuant to
the bidding procedures;
g) assisting the Debtors and their other professional advisors
in negotiating definitive documentation concerning a transaction
and otherwise assisting in the process of closing a transaction;
and
h) as necessary, providing testimony and other litigation
support services to assist the Debtors in obtaining court approval
of the bidding procedures, motion to approve a sale, and other
matters related to the sale process and transaction.
Hilco will be compensated as follows:
a) A fee upon the closing of a transaction in an amount equal
to the greater of (i) $500,000 or (ii) 3.0 percent of the
transaction value up to $25 million, plus 5.0 percent of the
transaction value above $25 million.
b) A monthly fee of $25,000. Hilco will extend a 50 percent
credit towards the aggregate monthly fee applied to any transaction
fee.
In addition, the firm will receive reimbursement for work-related
expenses incurred.
Teri Stratton, a senior managing director at Hilco, disclosed in a
court filing that the firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
Hilco can be reached through:
Teri Stratton
Hilco Corporate Finance, LLC
5 Revere Dr, Suite 206
Northbrook, IL 60062
Email: tstratton@hilcocf.com
About Meridian Restaurants Unlimited
Meridian Restaurants Unlimited, LC, owner and operator of
restaurants in Utah, and its affiliates filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah
Case No. 23-20731) on March 2, 2023. At the time of the filing,
Meridian Restaurants Unlimited disclosed $10 million to $50 million
in both assets and liabilities.
Judge Kevin R. Anderson oversees the cases.
The Debtors tapped Markus Williams Young & Hunsicker, LLC as
bankruptcy counsel; Ray Quinney & Nebeker P.C. as local and
litigation counsel; Peak Franchise Capital, LLC as financial
advisor; Hilco Corporate Finance, LLC as investment banker; and
Keen-Summit Capital Partners, LLC as real estate advisor. BMC
Group, Inc. is the noticing agent.
The U.S. Trustee for Region 19 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Foley & Lardner, LLP.
MILLIES PANCAKE: Unsecureds Will Get 1% of Claims over 60 Months
----------------------------------------------------------------
Millies Pancake Shoppe II, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a Subchapter V Plan of
Reorganization dated August 8, 2023.
The Debtor operates a breakfast and lunch restaurant located in
Addison, Illinois and is owned by James Duda and his spouse Karla
Duda.
In addition to the Debtor, Mr. Duda owned several other
restaurants, including a pizza restaurant in Indiana. Restaurant
sales slowed down substantially during the Covid pandemic,
primarily resulting from the closure of the restaurant main dining
room. During this time, the Debtor took out debt in order to
continue its operations. In addition to these issues, the Debtor
was required to guaranty the debt of other restaurants that were
owed by Mr. Duda.
These issues all coalesced during early 2023 when Debtor was sued
by a receivables lender and received a demand for payment from
Huntington Bank, who had issued the loan guaranteed by the Debtor.
As a result of all of these issues, the Debtor filed the present
bankruptcy proceeding in order to restructure its debt.
The financial projections show that Debtor will have monthly
projected disposable income of $1,864.42. The final plan payment is
expected to be paid on September 31, 2028.
This Plan of Reorganization proposes to pay creditors from cash
flow generated by the Debtor's business operations.
Unsecured creditors holding allowed claims will receive
distributions, which the proponent of this Plan has valued at
approximately 1 cents on the dollar. This Plan also provides for
the payment of administrative claims over a period of 60 months.
Class 4 consists of General Unsecured Creditors, including
Huntington Bank Unsecured Claim. Class 4 claims total $507,323.
Payable at the rate of 1% per dollar of claim, with payments at the
rate of $84.55 per month over 60 months. This Class is impaired.
Class 5 consists of Equity Security Holders of the Debtor. Equity
security holders shall retain their interest in the Debtor.
The Plan will be funded by the continued operations of the Debtor.
James Duda is President and 50% shareholder of Debtor and is
responsible for overseeing the operations of Debtor. James Duda
shall remain President of Debtor and remain responsible for the
operations of Debtor after Plan Confirmation.
A full-text copy of the Subchapter V Plan dated August 8, 2023 is
available at https://urlcurt.com/u?l=Ifafhf from PacerMonitor.com
at no charge.
Attorney for Debtor:
Joshua D. Greene, Esq.
Springer Larsen Greene, LLC
300 S. County Farm Road, Suite, Suite G
Wheaton, IL 60187
Tel: 630-510-0000
Email: jgreene@springerbrown.com
About Millies Pancake Shoppe II
Millies Pancake Shoppe II, Inc. operates a breakfast and lunch
restaurant located in Addison, Illinois. Due to a pending lawsuit
with one of its receivables lenders and guaranties of debt for
related restaurants that are no longer operating, Millies sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ill. Case No. 23-06836) on May 24, 2023. In the petition
signed by James Duda, president, the Debtor disclosed up to
$100,000 in assets and up to $1 million in liabilities.
Judge David D. Cleary oversees the case.
Joshua D. Greene, Esq., at Joshua D. Greene, is the Debtor's legal
counsel.
NASHVILLE SENIOR: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ ---------
Nashville Senior Care, LLC (Lead Case) 23-02924
4347 Lebanon Road
Hermitage TN 37076
Cincinnati Senior Care, LLC 23-02925
Dayton Senior Care, LLC 23-02926
Florida Senior Living, LLC 23-02928
Sebring Senior Living, Inc. 23-02929
Trousdale Issuer, LLC 23-02930
Waynesboro Healthcare, LLC 23-02931
Business Description: The Debtors are comprised of five senior
living communities and one Medicare-
certified home health agency affiliated with
the Trousdale Foundation. All of the real
estate associated with the senior living
communities is owned by the Debtors.
Chapter 11 Petition Date: August 14, 2023
Court: United States Bankruptcy Court
Middle District of Tennesse
Judge: Hon. Marian F. Harrison
Debtors'
General
Bankruptcy
Counsel: Shawn M. Riley, Esq.
Scott N. Opincar, Esq.
Michael J. Kaczka, Esq.
Maria G. Carr, Esq.
MCDONALD HOPKINS LLC
600 Superior Avenue, E., Suite 2100
Cleveland, Ohio 44114
Tel: (216) 348-5400
Fax: (216) 348-5474
Email: sriley@mcdonaldhopkins.com
sopincar@mcdonaldhopkins.com
mkaczka@mcdonaldhopkins.com
mcarr@mcdonaldhopkins.com
Debtors'
Co-Counsel: Robert J. Gonzales, Esq.
Nancy B. King, Esq.
EMERGELAW, PLC
4235 Hillsboro Pike, Suite 350
Nashville, Tennessee 37215
Tel: (615) 815-1535
Email: robert@emerge.law
nancy@emerge.law
Debtors'
Investment
Banker: HOULIHAN LOKEY CAPITAL, INC.
Debtors'
Notice,
Claims &
Balloting
Agent: STRETTO, INC.
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Thomas Johnson as executive director.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DZDBCGQ/Nashville_Senior_Care_LLC__tnmbke-23-02924__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Functional Pathways Of Trade Payables $995,385
Tennessee, LLC
10133 Sherrill Blvd
Suite 200
Knoxville, TN 37932-3347
Tel: 888-531-2204
2. Gordon Food Service Trade Payables $779,154
Dept Ch 10490
Palatine, IL 60055-0490
Attn: Payment Processing Center
Tel: 800-968-6490
Fax: 616-717-6024, 616-717-7600
3. Metropolitan Trustee Property Taxes $470,727
700 2nd Ave S
Nashville, TN 37201
Attn: Property Tax Dept
Phone: 615-862-6330
Email: trustee@nashville.gov
4. Montgomery County Treasurer Property Taxes $444,411
451 W Third Street
2nd Floor
Dayton, OH 45422-1475
Tel: 937-225-4010
Fax: 937-496-7122
Email: taxpayer-services@mcohio.org
5. Division Of Tenncare/Accounting Excise/ $311,033
310 Great Circle Road Bed Taxes
4 East
Nashville, TN 37243
Attn: Dieudonne Ndinda
Phone: 800-342-3145
Email: tenn.care@tn.gov
6. Quality Care Rehab Contracted $308,447
8477 South Suncoast Blvd Therapy
Homosassa, FL 34446 Services
Tel: 352-382-1141
7. Medical Staffing Network Contracted $250,636
PO Box 840416 Nursing
Dallas, TX 75284 Services
Tel: 800-676-8326
8. Consolidated Medical Contracted $210,810
Staffing, Inc Nursing
2451 Atrium Way Services
Suite 202
Nashville, TN 37214
Tel: 615-986-7501
Fax: 615-986-7502
9. Veracity Resourcing Contracted $147,094
And Services Nursing
8517 North Dixie Drive Services
No 900
Dayton, OH 45417
Phone: 937-886-4700
Email: info@hireveracity.com
10. Guardian Pharmacy Of Trade Payables $135,091
Tennessee One, LLC
661 East Lane Street
Shelbyville, TN 37160
Tel: 931-684-9987
11. Twomagnets, Inc. Contracted $118,059
dba Clipboard Health Nursing
440 N Barranca Ave Services
Ste 5028
Covina, CA 91723-1722
Tel: 408-837-0116
12. Triton Services Inc Trade Payables $96,756
8162 Duke Blvd
Mason, OH 45040
Tel: 513-679-6800
Fax: 513-679-6808
Email: service@tritonservicesinc.com
13. Guardian Pharmacy Of Orlando Trade Payables $94,796
2815 Directors Row
Suite 700
Orlando, FL 32809
Tel: 407-270-6722
14. All American Healthcare Contracted $90,931
Services Inc Nursing
494 Broad Street Services
Suite 302
Newark, NJ 07102
Tel: 862-339-4075, 866-629-2242
Fax: 866-629-2242
Email: paul@aahcs.org
15. American Healthtech Software as a $86,399
805 South Wheatley Street Service (SaaS)
Suite 600
Ridgeland, MS 39157
Tel: 800-489-2648
Fax: 601-978-6811
Email: tracey.schroeder@cpsi.com
16. Duke Energy Utilities $84,398
10270 Alliance Rd
Blue Ash, OH 45242
Tel: : 877-372-8477, 800-774-1202
17. Skilled Care Pharmacy LLC Contracted $84,024
6175 Hi Tek Court Nursing
Mason, OH 45040 Services
Tel: 513-745-9620, 513-701-6971
Fax: 513-745-9024
Email: info@skilledcare.com
18. Gem City Home Care Plus Trade Payables $74,683
1700 Lyons Road
Suite A
Dayton, OH 45458
Tel: 937-438-9100
19. Associated Pathologists d/b/a Trade Payables $64,872
PathGroup
5301 Virginia Way
Brentwood, TN 37027
Phone: 615-221-4463
Email: contact@pathgroup.com
20. Mullaney's Ltc Pharmacy Trade Payables $62,000
11930 Kemper Springs Dr
Cincinnati, OH 45240
Tel: 513-587-6202
Fax: 513-228-1176
21. Nashville Electric Service Utilities $61,498
1214 Church St
Nashville, TN 37246
Tel: 615-736-6900
22. Advent Health Trade Payables $59,259
PO Box 105571
Atlanta, GA 30348
23. Treasurer, State Of Ohio Penalties $54,003
30 East Broad Street
9th Floor
Columbus, OH 43215
Phone: 614-466-2160
Email: constituentaffairs@tos.ohio.gov
24. Triumph Staffing, LLC Contract $53,761
555 Marriott Dr Nursing
Ste 315 Services
Nashville, TN 37214
Phone: 615-928-1140
Email: yolanda@triumphstaffingllc.com
25. Erick T Zwayer, Tax Collector Property Taxes $51,300
540 S Commerce Ave
Sebring, FL 33870-3867
Attn: Highlands County Florida
Tel: 863-402-6685
Fax: 863-402-6709
26. Accent Flooring, Inc Trade Payables $48,346
3070 Sidco Drive
Nashville, TN 37204
Attn: John McMeen
Tel: 615-244-4560
27. Iron Mountain Trade Payables $48,301
PO Box 27128
New York, NY 10087-7128
Phone: 800-934-3453
Email: askcustomerservice@ironmountain.com
28. Signature Staff Resources, LLC Trade Payables $47,498
1460 TL Townsend Dr
Suite 104
Rockwall, TX 75032
Tel: 866-480-4531
29. Smartlinx LLC Software as a $42,960
111 South Wood Ave Service (SaaS)
Iselin, NJ 8830
Tel: 732-258-0174
Fax: 732-258-0174, 800-737-5786
30. Fresenius Management Services Trade Payables $42,236
16343 Collections Center
Chicago, IL 60693
Attn: Beth Newell
Tel: 978-354-6603
Fax: 978-354-6603
Email: pr-fre@fresenius.com
NEWARK ENERGY: Davis Polk Advisers Lenders in Acquisition
---------------------------------------------------------
Davis Polk advised an ad hoc group of term lenders under the
outstanding $675 million senior secured term loan facility of
EIF-NEC LLC ("Newark Energy Center") with respect to the
acquisition of Newark Energy Center by Hartree Partners. Upon
closing, lenders were repaid in full at par including with respect
to a PIK payment agreed in exchange for a 100-day extension of the
facility.
Newark Energy Center is a 705-megawatt natural-gas-fired power
generation facility located in Newark, New Jersey, and operating in
the PJM Interconnection market.
The Davis Polk restructuring team included partners Damian S.
Schaible and Christian Fischer, counsel Jonah A. Peppiatt and
associates Jinhe Hu and Alec Gregory Schwartz. Partner Corey M.
Goodman and associate Yueyu Yang provided tax advice. Counsel Susan
D. Kennedy advised on real estate matters. Partner Stephen Salmon
provided advice on corporate law matters. Associate Roxanne Walton
advised on finance matters. Members of the Davis Polk team are
based in the New York, Northern California and Washington DC
offices.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
ONE CALL: Pioneer Floating Marks $982,500 Loan at 28% Off
---------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $982,500 loan
extended to One Call Corp to market at $712,312 or 72% of the
outstanding amount, as of May 31, 2023, according to Pioneer's
semi-annual report on Form N-CSR for the period from December 1,
2022 to May 31, 2023, filed with the Securities and Exchange
Commission.
Pioneer Floating is a participant in a First Lien Term B Loan to
One Call Corp. The loan accrues interest at a rate of 10.829% (Term
SOFR+550 bps) per annum. The loan matures on April 22, 2027.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a newly
established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
One Call Corporation operates in providing health care services.
PATAGONIA HOLDCO: Pioneer Floating Marks $646,750 Loan at 19% Off
-----------------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $646,750 loan
extended to Patagonia Holdco LLC to market at $525,484 or 81% of
the outstanding amount, as of May 31, 2023, according to Pioneer's
semi-annual report on Form N-CSR for the period from December 1,
2022 to May 31, 2023, filed with the Securities and Exchange
Commission.
Pioneer Floating is a participant in an Amendment No.1 Term Loan to
Patagonia Holdco LLC. The loan accrues interest at a rate of
10.789% (Term SOFR+575 bps) per annum. The loan matures on August
1, 2029.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a newly
established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
Patagonia Holdco LLC is a holding company fully owned and
established by Stonepeak Partners LP, a private equity firm
specializing in infrastructure and real estate investments, to hold
the Latin American assets acquired from Lumen Technologies, Inc.
PBF HOLDING: S&P Rates New $500MM Senior Unsecured Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to PBF Holding Co. LLC's proposed $500 million
senior unsecured notes due 2030. The '3' recovery rating indicates
its expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a default. The company intends to use the
net proceeds from this offering, along with cash on hand, to fund
the redemption of its existing 2025 notes ($664.5 million aggregate
principal amount outstanding).
PBF Holding Co. LLC (PBF Holding) is a U.S.-based refining company
with assets located on the East Coast, Midcontinent, Gulf Coast,
and West Coast. The company owns six refineries with a combined
capacity of approximately 1 million barrels per day (bpd) and a
weighted average Nelson Complexity of 12.7. PBF Holding is a
subsidiary of PBF Energy Inc.
PRIME CORE: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------
Four affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
Prime Core Technologies Inc. (Lead Case) 23-11161
330 South Rampart Blvd.
Suite 260
Las Vegas, NV 89145
Prime Trust, LLC 23-11162
Prime IRA LLC 23-11164
Prime Digital, LLC 23-11168
Business Description: Prime Trust is powering innovation in the
digital economy by providing fintech and
digital asset innovators with financial
infrastructure.
Chapter 11 Petition Date: August 14, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. J. Kate Stickle
Debtors' Counsel: Maris J. Kandestin, Esq.
MCDERMOTT WILL & EMERY LLP
1007 North Orange Street, 10th Floor
Wilmington DE 19801
Tel: (302) 485-3900
Email: mkandestin@mwe.com
- and -
Darren Azman, Esq.
MCDERMOTT WILL & EMERY LLP
One Vanderbilt Avenue
New York, NY 10017-3852
Tel: (212) 547-5400
Email: dazman@mwe.com
- and -
Gregg Steinman, Esq.
333 SE 2nd Avenue, Suite 5400
Miami, Florida 33131
Tel: (305) 358-3500
Fax: (305) 347-6500
Email: gsteinman@mwe.com
Debtors'
Financial
Advisor: M3 ADVISORY PARTNERS, LP
Debtors'
Investment
Banker: GALAXY DIGITAL PARTNERS LLC
Debtors'
Notice &
Claims
Agent: STRETTO
Estimated Assets
(on a consolidated basis): $50 million to $100 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Jor Law as interim chief executive
officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/FFFFW3A/Prime_Core_Technologies_Inc__debke-23-11161__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Name and Address on File Customer $55,000,104
2. Name and Address on File Customer $31,720,676
3. Name and Address on File Customer $9,910,213
4. Name and Address on File Customer $9,197,296
5. Name and Address on File Customer $5,004,998
6. Name and Address on File Customer $3,366,196
7. Name and Address on File Customer $2,223,311
8. Name and Address on File Customer $1,828,525
9. Name and Address on File Customer $1,828,422
10. Name and Address on File Customer $1,785,897
11. Name and Address on File Customer $1,741,300
12. Name and Address on File Customer $1,641,950
13. Name and Address on File Customer $1,407,758
14. Name and Address on File Customer $1,363,937
15. Name and Address on File Customer $1,218,920
16. Name and Address on File Customer $1,076,536
17. Name and Address on File Customer $994,703
18. Name and Address on File Customer $988,762
19. Name and Address on File Customer $956,921
20. Name and Address on File Customer $940,390
21. Name and Address on File Customer $881,046
22. Name and Address on File Customer $861,141
23. Name and Address on File Customer $800,000
24. Name and Address on File Customer $608,601
25. Name and Address on File Customer $584,172
26. Name and Address on File Customer $510,747
27. Name and Address on File Customer $500,500
28. Socure Inc. Trade Debt $456,397
330 Seventh Avenue Suite 200
New York, New York 10011
Email: rhon@socure.com
Phone: (914) 343-8416
29. Name and Address on File Customer $420,834
30. Name and Address on File Customer $373,900
31. Name and Address on File Customer $362,810
32. Name and Address on File Customer $345,566
33. Name and Address on File Customer $328,052
34. Name and Address on File Customer $315,844
35. Name and Address on File Customer $313,711
36. Name and Address on File Customer $307,085
37. Name and Address on File Customer $295,980
38. Name and Address on File Customer $251,089
39. Name and Address on File Customer $250,839
40. Name and Address on File Customer $250,250
41. Name and Address on File Customer $243,298
42. Name and Address on File Customer $242,431
43. Name and Address on File Customer $227,716
44. Name and Address on File Customer $224,468
45. Name and Address on File Customer $205,992
46. Name and Address on File Customer $180,843
47. Name and Address on File Customer $166,833
48. Allsec Technologies Limited Trade Debt $163,350
6303 Commerce Dr. Suite 175
Irving, TX 75063
Email: nandesh@allsectech.com
Phone: +1 (214) 931-9189
49. Name and Address on File Customer $160,369
50. Name and Address on File Customer $158,963
PROTERRA INC: August 16 Deadline Set for Panel Questionnaires
-------------------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of Proterra Inc., et
al.
If a party wishes to be considered for membership on any official
committee that is appointed, it must complete a questionnaire
available at https://tinyurl.com/muw8pad2 and return by email it to
Linda Casey --Linda.Casey@usdoj.gov -- at the Office of the United
States Trustee so that it is received no later than 4:00 p.m., on
Aug. 16, 2023.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Proterra Inc
Proterra Inc. business involves designing, manufacturing, and
selling electric transit buses and components, batteries, and
electric drive trains, and providing and selling related products
and services.
Proterra Inc sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120) on Aug. 7,
2023. In the petition signed by John Michael Cataldi, manager, the
Debtor disclosed $818,773,679 in assets and $609,498,207 in
liabilities.
The petitions were signed by Gareth T. Joyce as chief executive
officer.
Hon. Hon. Brendan Linehan Shannon oversees the case.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Paul,
Weiss, Rifkind, WHarton & Garrison LLP as co-counsel. FTI
Consulting, Inc. is the Debtor's financial advisor. Moelis &
Company, LLC is the Debtor's investment banker. Kurtzman Carson
Consultants LLC is the Debtor's claims, noticing & administrative
agent.
QUICK DRY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Quick Dry Carpet Cleaning LLC
dba Quick Dry Restoration
dba Austin Steam Cleaning
dba Safe and Sound Moving
aka Maids Around Town
7917 Aspen Highlands Dr.
Austin, TX 78746
Case No.: 23-10638
Business Description: Quick Dry is a full-service restoration
company in Austin, Texas, serving
residential or commercial clients.
Chapter 11 Petition Date: August 16, 2023
Court: United States Bankruptcy Court
Western District of Texas
Debtor's Counsel: Todd Headden, Esq.
HAYWARD PLLC
7600 Burnet Road, Suite 530
Austin TX 78757
Tel: (737) 881-7100
Email: theadden@haywardfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Penny Lane as president & manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/NGMVKII/Quick_Dry_Carpet_Cleaning_LLC__txwbke-23-10638__0001.0.pdf?mcid=tGE4TAMA
RELIABLE CASTINGS: Seeks to Hire Coolidge Wall Co. as Legal Counsel
-------------------------------------------------------------------
Reliable Castings Corporation seeks approval from the U.S. Southern
District of Ohio to hire Coolidge Wall Co., L.P.A. as its legal
counsel.
The Debtor requires legal counsel to:
a. give advice with respect to the powers and duties of the
Debtor in the continued management and operation of its business;
b. attend meeting and negotiate with representatives of
creditors and other parties involved in the Debtor's Chapter 11
case;
c. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any action commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is involved, and objections to claims filed against the estate;
d. prepare legal papers;
e. prepare a plan of reorganization, disclosure statement and
all related documents, and take any necessary action to obtain
confirmation of such plan;
f. advise the Debtor in connection with any potential sale of
assets;
g. appear before the bankruptcy court, any appellate courts
and the U.S. trustee;
h. consult with the Debtor regarding tax matters; and
i. perform other necessary legal services in connection with
the Debtor's Chapter 11 case.
The firm will be paid at these rates:
Patricia J. Friesinger, Esq. $360 per hour
Attorney $225 to $525 per hour
Paralegal $160 to $245 per hour
In addition, the firm will receive reimbursement for expenses
incurred.
The firm received from the Debtor a retainer of $50,000.
Patricia Friesinger, Esq., an attorney at Coolidge Wall Co.,
disclosed in a court filing that her firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Patricia J. Friesinger, Esq.
Coolidge Wall Co., L.P.A.
33 West First Street, Suite 600
Dayton, OH 45402
Tel: 937-223-8177
Fax: 937-223-6705
Email: friesinger@coollaw.com
About Reliable Castings Corporation
Reliable Castings Corporation is a supplier of quality aluminum
castings, specializing in aluminum, sand, and permanent mold
castings, prototype castings, mold finishing and repair, and
tooling design and fabrication. The company is based in Sidney,
Ohio.
Reliable Castings filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-31157) on July
25, 2023, with up to $10 million in both assets and liabilities.
Donald Mallory, Esq., a partner at Wood + Lamping, has been
appointed as Subchapter V trustee.
Judge Guy R. Humphrey oversees the case.
Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A.,
represents the Debtor as legal counsel.
RIDER HOTEL: Gets OK to Hire Jones Lang LaSalle as Broker
---------------------------------------------------------
Rider Hotel, LLC received approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Jones Lang LaSalle Americas,
Inc. as its real estate broker.
Jones Lang LaSalle will work with the Debtor to identify
prospective purchasers and other transaction partners, and to
market The Iron Horse Hotel in Milwaukee, Wis.
The firm will be paid a transaction fee in an amount to be
determined in accordance with the following schedule: (i) Sale of
Hotel or JLL Sources JV/Equity Recapitalization: 3.0 percent of
Gross Sale Proceeds; (ii) Sponsor Sourced Refinancing: 0.5 percent
of Gross Proceeds; or (iii) Lender Credit Bid: 0.5 percent of Gross
Sales Proceeds.
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
As disclosed in court filings, Jones Lang LaSalle is a
"disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jaime Fink
Jones Lang LaSalle Americas, Inc.
200 E Randolph Dr Fl 43-48
Chicago, IL 60601
Phone: (312) 782-5800
About Rider Hotel
Rider Hotel, LLC owns The Iron Horse Hotel located at 500 W.
Florida St., in Milwaukee, Wis. The hotel, which opened in 2008,
has about 100 rooms, two banquet facilities and two restaurants;
and features a motorcycle theme and decor building off the nearby
Harley-Davidson Museum.
Rider Hotel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 22-10522) on June 9, 2022, listing
between $10 million and $50 million in both assets and liabilities.
Timothy J. Dixon, president of Rider Hotel, signed the petition.
Judge John T. Dorsey oversees the case.
The Debtor tapped Carlson Dash, LLC and Saul Ewing Arnstein & Lehr,
LLP as legal counsels; and GlassRatner Advisory & Capital Group,
LLC, doing business as B. Riley Advisory Services, as financial
advisor. Stretto is the claims, noticing and administrative agent.
RINGCENTRAL INC: Fitch Assigns First Time 'BB' LongTerm IDR
-----------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'BB' to RingCentral, Inc. Fitch also assigned a
'BB'/'RR4' rating to the proposed senior unsecured notes due 2030.
The existing senior secured debt, convertible notes and preferred
stock are not rated by Fitch. Proceeds from the proposed offering
will be used to partially repay the convertible notes due February
2025. The Rating Outlook is Stable.
The ratings are supported by RingCentral's strong Unified
Communications as a Service (UCaaS) and Contact Center as a Service
(CCaaS) solutions, which generate high recurring revenues around
95%, growing ARR (annualized exit monthly recurring subscriptions),
which increased again in 2Q23, and stable unit economics as
evidenced by the company's Average Revenue per User (ARPU).
The ratings also reflect Fitch's expectations for deleveraging over
the next several quarters as the company grows EBITDA and Fitch
expects gross leverage to be at or below 3.7x by the end of 2024.
The company's exposure to the SMB and middle markets have some
sensitivity to economic cycles as well as the company's significant
near-term maturities of its convertible notes.
KEY RATING DRIVERS
Near-Term Maturities: RingCentral has $539 million of convertible
notes due in March 2025 and $650 million of convertible notes due
in March 2026. RingCentral will be reliant on its access to the
capital markets in the near term in order to refinance the looming
debt maturities. Fitch believes the company will be able to
refinance the two tranches of debt barring any shocks to the
capital markets. Furthermore, Fitch expects that interest expense
on the new debt will modestly affect the company's FCF and FCF
margins but not materially.
Deleveraging Expected: Fitch believes RingCentral can reduce its
gross leverage over the next several quarters. The company's cost
cutting plan implemented in 4Q22 and largely completed in 1Q23
should help adjusted EBITDA margins remain around 20%, if not
higher. Results in 2Q23 already showed the successful execution of
cost cutting, which expanded EBITDA margins. Fitch calculates gross
leverage to fall from 5.8x at the end of 2022 down to around 4.0x
by the end of 2023 due to higher EBITDA. With expectations of
double-digit revenue growth and EBITDA margins around 20%, Fitch
expects gross leverage to fall to 3.7x or better at the end of
2024.
FCF Margin Expansion: Fitch calculates that RingCentral had FCF
margins of around 5.1% in 2022 and, with EBITDA improvements, FCF
margins could rise to the high single digits over the forecast
period despite an increase in interest expense. Fitch notes that
RingCentral capitalizes internal-use software development costs,
which were $54 million in 2022 and are significant given Fitch's
2022 EBITDA calculation of $318 million, therefore, FCF margins are
a key metric for the company's credit profile.
Significant Recurring Revenue: Approximately 95% of RingCentral's
revenue is recurring, providing some visibility into its revenue
stream, and its net dollar retention was over 99% at the end of
2Q23. The company's annualized exit monthly recurring subscriptions
have been growing significantly and improved from $1.8 billion at
the end of 2021 to $2.10 billion at the end of 2022. At the end of
2Q23, they grew 11% yoy to $2.22 billion. ARPU has been over $30
since 2019.
Focus on Innovation and AI: Like others in the software space,
RingCentral has been working to incorporate artificial intelligence
(AI) into its software solutions. Fitch notes that the successful
creation of AI-embedded solutions and adoption by customers on a
large scale could help solidify and strengthen the company's
position. It is uncertain how its software solutions will evolve
and stack up against the competition over the long term. Fitch
believes that the company's primary focus on SMB and midmarket
customers are a benefit.
Significant Partner Channel Revenues: RingCentral has a number of
channel partners that sell their MVP (Messaging, Voice and Phone)
solutions and other offerings, including co-branded solutions.
Channel partnerships with other cloud providers like Amazon web
services, Avaya and Unify software remain a key growth driver; any
loss of partner relationships could pose some significant effect to
RingCentral.
SMB Exposure: RingCentral's cloud-based communication solutions
have seen some significant adoption by small to midsize businesses
(SMB) customers across its UCaaS and CCaaS business. In general,
SMB clientele historically showcase higher churn and are more
sensitive to economic cycles leading to longer sales cycles;
however, RingCentral finds that this is mitigated by the company's
mission critical communication and customer engagement platform,
which supports the ever-increasing trend of the remote and global
workforce.
Industry Tailwinds Supported by Evolving Trends: Since the onset of
the pandemic, the concept of hybrid work has been brought to the
forefront globally. The incorporation of this remains a major theme
across several workspaces. Hybrid work has enabled RingCentral's
global user base to utilize its products to communicate across
several devices including smartphones, tablets, PC's and desk
phones. These forms of flexible communication have enabled
employees to be productive in ways that traditional on-premise
systems do not support.
RingCentral's solutions enable distributed workforces, improving
the capability of business operating remote offices across the
globe through its cloud-based software solutions. Its
location-independent nature enables business communication with a
single identity thus supporting multinational workforces globally
while reducing the complexities of on-premise solutions and private
branch exchanges
Competition in the Market segment: Fitch believes there is intense
competition in the UCaaS and CCaaS segment of the market due to its
fragmentation and barriers to entry. The UCaaS and CCaaS market
require constant product innovation due to ever-changing business
and consumer needs. RingCentral is able to maintain its strong
position for SMB and mid-market customers due to its product-driven
growth through its diverse offerings, which provide significant
value to its end-users.
DERIVATION SUMMARY
RingCentral's IDR of 'BB' reflects the company's size and scale as
well as the company's credit profile. Its rating is one notch lower
than Open Text Corporation (OTEX; BB+/Negative Outlook) and Gen
Digital (GEN; BB+/Negative Outlook). Compared with those two
issuers, RingCentral has smaller size, lower EBITDA margins, and
lower FCF margins. Leverage for the three entities should be
declining over the next several quarters and may be close to 3.5x
at the end of 2025. Fitch estimates that RingCentral's adjusted
EBITDA margins will be around 20%, whereas OTEX may have EBITDA
margins in the 30's and GEN will be around 50%. GEN is different
than RingCentral and OTEX in that it serves consumers.
RingCentral is rated the same as Instructure Holdings, Inc. (INST;
BB/Stable) which is not a direct peer. INST is also small in size
and it does have has lower leverage than RingCentral but INST is is
controlled by private equity.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Agency's Rating Case for the
Issuer
-- Revenue growth in the high-single-digit range, slowing down by
200-300 bps by 2026;
-- EBITDA margins maintained in the 19%-20% range over the rating
horizon;
-- Capex maintained in the historical range as a percentage of
revenues;
-- Share repurchases continue throughout the rating horizon;
-- The 2025 convertibles and 2026 convertibles are refinanced with
debt;
-- Tuck-in acquisitions of $125 million annually beginning in
2024.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to Positive
rating action/upgrade:
-- Stable FCF margins;
-- Fitch's expectations of EBITDA leverage below 3.0x while
(CFO-capex)/debt is in the mid-teens as a percentage of revenues or
better.
Factors that could, individually or collectively, lead to Negative
rating action/downgrade:
-- Fitch's expectation of EBITDA leverage above 3.75x on a
sustained basis;
-- (CFO-capex)/debt below 7% on a sustained basis;
-- Evidence of negative organic growth driven by elevated churn
and/or erosion of EBIDTA and FCF margins;
-- Significant debt-financed acquisitions or share repurchases
that significantly weaken the company's credit profile for a
prolonged period of time.
LIQUIDITY AND DEBT STRUCTURE
Liquidity & Debt: RingCentral has fairly strong liquidity
consisting of an undrawn $200 million revolver and cash and cash
equivalents were $225 million as of June 30, 2023. Fitch projects
that the company's liquidity also benefits from single-digit FCF
generation. RingCentral has remaining maturities in 2025 and 2026
consisting of $539 million and $650 million of convertible notes,
respectively. Proceeds from the proposed senior unsecured note
offering will be used to partially repay the convertibles due in
2025.
Fitch notes that RingCentral has $200 million of Series A
preferreds that are treated as 100% debt in accordance with
"Corporate Hybrids Treatment and Notching Criteria."
ISSUER PROFILE
Ring Central, Inc. offers cloud-based business communications and
collaboration software solutions. Its software offerings also
utilize AI-powered conversation intelligence to improve business
outcomes.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
RYZE RENEWABLES: Exclusivity Period Extended to November 6
----------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods for the
filing of a chapter 11 plan and solicitation of acceptances
thereof to November 6, 2023 and January 3, 2024, respectively
for Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC.
About Ryze Renewables
Ryze Renewables II, LLC and Ryze Renewables Las Vegas, LLC were
formed in 2017 in connection with the planned repurposing of an
existing biofuels refinery located in Las Vegas, Nevada that,
once complete, will have the capacity to produce 7,500 barrels of
renewable diesel per day by converting non-edible renewable and
waste feedstocks to premium low-carbon fuels.
Debtors sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Lead Case No. 23-10289) on March 9, 2023. In
the petition signed by Klaus Gerber as chief restructuring
officer, the Debtor disclosed up to $100 million to $500 million
in both assets and liabilities.
Judge Mary F. Walrath oversees the case.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Paul, Weiss, Rifkind, Wharton, & Garrison LLP as
restructuring counsel, Stinson LLP as special construction
counsel, Alvarez & Marsal North America, LLC as CRO provider,
Guggenheim Partners, LLC as investment banker, and Stretto as
notice, claims & balloting agent and administrative advisor.
SOUND INPATIENT: Pioneer Floating Marks $491,250 Loan at 35% Off
----------------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $491,250 loan
extended to Sound Inpatient Physicians, Inc.to market at $319,108
or 65% of the outstanding amount, as of May 31, 2023, according to
Pioneer's semi-annual report on Form N-CSR for the period from
December 1, 2022 to May 31, 2023, filed with the Securities and
Exchange Commission.
Pioneer Floating is a participant in a First Lien 2021 Incremental
Term Loan to Sound Inpatient Physicians, Inc. The loan accrues
interest at a rate of 8.273% (LIBOR+300 bps) per annum. The loan
matures on June 27, 2025.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a newly
established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
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 Optum Health.
SOUTH AMERICAN: Seeks Combined Hearing on Plan & Disclosures
------------------------------------------------------------
South American Beef, Inc., filed a motion for combined hearings on
approval of the Disclosure Statement and confirmation of the Plan
of Liquidation.
On August 4, 2023, the Debtor and the Committee of Unsecured
Creditors filed their Joint Disclosure Statement and Joint Plan of
Liquidation Dated August 4, 2023.
The Debtor asserts that the combination of the hearings on approval
of the Disclosure Statement and confirmation of the Plan are
appropriate and in the best interest of creditors and parties in
interest in the Bankruptcy Case.
The Debtor would assert that the combination of the hearings on
approval of the Disclosure Statement and confirmation of the Plan
will serve to shorten the confirmation process and accelerate the
timetable for commencement of payments to creditors under the Plan.
Moreover, the combination of the hearings will reduce the
administrative expenses of the estate.
General Reorganization Counsel for South American Beef:
Jeffrey D. Goetz, Esq.
BRADSHAW FOWLER PROCTOR & FAIRGRAVE, PC
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: (515) 246-5817
Fax: (515) 246-5808
E-mail: goetz.jeffrey@bradshawlaw.com
About South American Beef
South American Beef, Inc. specializes in the purchase, import and
sales of high-quality beef, lamb, goat, mutton, veal, seafood, and
poultry game meats. The company is based in West Des Moines, Iowa.
South American Beef sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13,
2022, with $23,567,773 in assets and $23,993,243 in liabilities.
Alejandra M. Vidal-Soler, president of South American Beef, signed
the petition.
Judge Anita L. Shodeen oversees the case.
Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC
and Moglia Advisors serve as the Debtor's legal counsel and
financial advisor, respectively.
On Feb. 1, 2023, the U.S. Trustee appointed an official committee
of unsecured creditors in this case. The committee tapped Levenfeld
Pearlstein, LLC and Spencer Fane LLP as its legal counsels and
Dundon Advisers, LLC as its financial advisor.
SOUTH AMERICAN: Unsecured to Get Share of Liquidation Proceeds
--------------------------------------------------------------
South American Beef, Inc., submitted a Plan of Liquidation and
a Joint Disclosure Statement dated August 4, 2023.
The Plan is a plan of liquidation and will be funded by the
"Liquidating Trust Assets" consisting of, (a) the Cash held by the
Estate specifically earmarked and designated for the Liquidating
Trust, after taking into account Distributions made on the
Effective Date; (b) all Causes of Action; (c) all Privileged
Documents and communications of the Debtor; and, (d) all other
assets of the Debtor or of the Estate existing on the Effective
Date after giving effect to all Distributions required to be made
as of or prior to the Effective Date, including, but not limited
to: all books, records, and files of the Debtor and of the Estate,
in all forms, including electronic and hard copy. The Plan also
creates a Liquidating Trust, which will be the mechanism through
which Claims will be adjudicated and distributions will be made as
set forth in the Plan.
Under the Plan, Class 8a General Unsecured Claims are impaired.
Creditors are to receive pro-rata distribution by Liquidating
Trustee from Liquidating Trust from liquidation of estate assets.
Class 8b General Unsecured Deficiency Claims of JPM are impaired.
Creditors are to receive pro-rata distribution by Liquidating Trust
from liquidation of estate assets.
Counsel for the Debtor:
Jeffrey D. Goetz, Esq.
BRADSHAW FOWLER PROCTOR &
FAIRGRAVE, P.C
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: (515) 246-5817
Fax: (515) 246-5808
E-mail: goetz.jefrey@bradshawlaw.com
Counsel for the Official Committee of Unsecured Creditors of South
American Beef, Inc.:
Elizabeth B. Vandesteeg, Esq.
Jack R. O'Connor, Esq.
Heidi M. Hockberger, Esq.
LEVENFELD PEARLSTEIN, LLC
120 S. Riverside, Suite 1800
Chicago, IL 60606
Fax: (312) 346-8380
E-mail: evandeseeg@lplegal.com
joconnor@lplegal.com
hhockberger@lplegal.com
A copy of the Disclosure Statement dated August 4, 2023, is
available at https://tinyurl.ph/QGjyF from PacerMonitor.com.
About South American Beef
South American Beef, Inc. specializes in the purchase, import and
sales of high-quality beef, lamb, goat, mutton, veal, seafood, and
poultry game meats. The company is based in West Des Moines, Iowa.
South American Beef sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13,
2022, with $23,567,773 in assets and $23,993,243 in liabilities.
Alejandra M. Vidal-Soler, president of South American Beef, signed
the petition.
Judge Anita L. Shodeen oversees the case.
Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC
and Moglia Advisors serve as the Debtor's legal counsel and
financial advisor, respectively.
On Feb. 1, 2023, the U.S. Trustee appointed an official committee
of unsecured creditors in this case. The committee tapped Levenfeld
Pearlstein, LLC and Spencer Fane LLP as its legal counsels and
Dundon Advisers, LLC as its financial advisor.
SPD II MAKAIWA: Seeks Court Approval to Hire Bankruptcy Attorneys
-----------------------------------------------------------------
SPD II Makaiwa Resort Development, LLC seeks approval from the U.S.
Bankruptcy Court for Northern District of Illinois to hire Laxmi
Sarathy, Esq., and David Herzog, Esq., as its bankruptcy
attorneys.
The attorneys will render these services:
a. advise the Debtor with respect to its powers and duties;
b. negotiate, draft and pursue all documentation necessary in
the Debtor's Chapter 11 case;
c. prepare legal papers;
d. perform necessary legal work regarding approval of the
disclosure statements and Chapter 11 plan;
e. appear in court;
f. assist with any disposition of the Debtor's assets by sale
or otherwise;
g. attend meetings and negotiate with representatives of
creditors, the U.S. trustee, and other parties involved in the
case;
h. provide legal advice regarding bankruptcy law, corporate
law, corporate governance, transactional, tax, labor, litigation,
and other issues in connection with the Debtor's ongoing business
operations; and,
i. perform other necessary legal services.
Prior to the petition date, Ms. Sarathy and Mr. Herzog each
received the sum of $5,000.
As disclosed in court filings, Ms. Sarathy and Mr. Herzog are
"disinterested" pursuant to Section 101(14) of the Bankruptcy
Code.
The attorneys can be reached at:
Laxmi P. Sarathy, Esq.
17W775 Butterfield Road, Suite 114
Oakbrook Terrace, IL 60181
Tel: 312-674-7965
Fax: 312-873-4774
Email: Lsarathy@whitestonelawgroup.com
-- and --
David R. Herzog, Esq.
53 W Jackson Blvd, Suite 1442
Chicago, IL 60604
Tel: 312-977-1600
Fax: 312-977-9936
Email: drh@dherzoglaw.com
SPD II Makaiwa Resort Development
SPD II Makaiwa Resort Development, LLC sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-07153) on May 31, 2023, with as much as $1 million in both
assets and liabilities.
Judge David D. Cleary oversees the case.
Laxmi P. Sarathy, Esq., and David R. Herzog, Esq., serve as the
Debtor's bankruptcy attorneys.
ST. SEBASTIAN'S HOTELS: Taps Baker & Associates as Legal Counsel
----------------------------------------------------------------
St. Sebastian's Hotels, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Baker & Associates
as its legal counsel.
The firm's services include:
(a) analyzing the financial situation and rendering assistance
to the Debtor;
(b) advising the Debtor with respect to its duties;
(c) preparing and filing schedules of assets and liabilities,
statements of affairs and legal papers;
(d) representing the Debtor at the first meeting of
creditors;
(e) representing the Debtor in all proceedings before the
bankruptcy court and in any other judicial or administrative
proceeding where its rights may be litigated or otherwise
affected;
(f) preparing and filing a disclosure statement, if required,
and Chapter 11 plan of reorganization; and
(g) assisting the Debtor in any matters relating to or arising
out of its Chapter 11 case.
Baker & Associates will be paid based upon its normal and usual
hourly billing rates and will be reimbursed for its expenses.
The firm received the sum of $16,738 from the Debtor, of which
$1,738 was used to pay the filing fee. The remaining amount was
used to pay the firm's pre-bankruptcy fees and other expenses.
Reese Baker, Esq., an attorney at Baker & Associates, 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:
Reese W. Baker, Esq.
Baker & Associates
950 Echo Lane, Ste. 300
Houston, TX 770024
Telephone: (713) 869-9200
Facsimile: (713) 869-9100
Email: courtdocs@bakerassociates.net
About St. Sebastian's Hotels
St. Sebastian's Hotels, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No.
23-32399) on June 30, 2023, with $500,001 to $1 million in both
assets and liabilities. Sylvia Mayer, Esq., at S. Mayer Law, PLLC
has been appointed as Subchapter V trustee.
Judge Jeffrey P. Norman oversees the case.
Reese W. Baker, Esq., at Baker & Associates represents the Debtor
as legal counsel.
SUMMIT SPRINGS: Seeks to Hire Stogner Law as Special Counsel
------------------------------------------------------------
Summit Springs Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Stogner Law, LLC as its special counsel.
The Debtor requires the firm's services in connection with the
claim of its creditor, Red Clay LLC, and the pending lawsuit filed
by the creditor against Eric Lee McConaghy, the Debtor's principal,
in the State Court of Fulton County, Georgia (Case No.
2023-CV-380840).
Stogner Law will charge $295 per hour for its services.
As disclosed in court filings, Stogner Law neither holds nor
represents any interest adverse to the Debtor and its estate.
The firm can be reached through:
Shane Stogner, Esq.
Stogner Law, LLC
250 Cox Farm Road
Marietta, GA 30064
Phone: 770-627-5186
About Summit Springs Holdings
Summit Springs Holdings, LLC owns six acres of to-be-developed 21
townhome units located at 208 Sandy Springs Place, Sandy Springs,
Ga. The properties are valued at $4.4 million.
Summit Springs Holdings filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-54043) on May 1, 2023, with $4,470,000 in assets and $2,623,041
in liabilities. Eric McConaghy, manager, signed the petition.
Judge Wendy L. Hagenau oversees the case.
The Debtor tapped Ian M. Falcone, Esq., at The Falcone Law Firm,
P.C. as bankruptcy counsel and Stogner Law, LLC as special counsel.
SVB FINANCIAL: Taps Ernst & Young as Tax Services Provider
----------------------------------------------------------
SVB Financial Group seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ Ernst & Young,
LLP.
The firm's services include:
A. Income Tax Compliance Services
Ernst & Young will prepare federal, state, and local tax returns
and applicable supporting schedules for the 2022 taxable year and,
if requested, the 2023 taxable year. As part of these services,
Ernst & Young will calculate the Federal and State depreciation on
fixed assets.
-- Amended Tax Returns: Ernst & Young will prepare Form[s]
1120X Amended U.S. Corporation Income Tax Return (Federal
Amendment[s]) for tax years 2021 to report carrybacks of general
business credits.
-- FBAR: Ernst & Young will provide FinCEN Form 114[s] for
legal entities in accordance with FBAR regulations.
B. Global Routine On-Call Assistance Services
Ernst & Young will provide to the Debtor routine tax advisory
services and assistance concerning issues as requested by the
Debtor when such projects are not covered by a separate statement
of work and do not involve any significant tax planning or
projects. Upon the Debtor's written request, Ernst & Young also
will provide one-off tax compliance services. Oncall tax assistance
services are intended to be used to respond to general tax
questions and assignments that are expected, at the beginning of
the project, to involve total professional time not to exceed (with
respect to the specific project) $25,000 in professional fees.
The firm will be compensated as follows:
a. The Debtor may elect the full scope option, in which Debtor
will pay a fixed fee of $600,000 plus expense reimbursement for tax
compliance services to be provided during the first year.
b. The Debtor shall also pay Ernst & Young a fee of $10,000
for the migration/implementation of fixed assets into Ernst &
Young's fixed asset system and a fee of $12,500 to $17,500 for each
processing run.
c. For the amended return filings, Debtor shall pay fees as
follows:
-- $17,500 - 20,000 per Form 1120X
-- $2,000 per combined state amendment
d. For Global Routine On-Call Assistance Services, the firm
will pay these hourly fees:
National Partner/Principal $1,050
Partner/Principal $950
Managing Director $825
Senior Manager $650
Manager $525
Senior $395
Staff $225
As disclosed in court filing, Ernst & Young is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas Shea, CPA
Ernst & Young, LLP
One Manhattan West, 395 9th Ave
New York 10001
Direct: +1 212 773 3000
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.
SYMMETRY TOWER: Seeks Court Approval to Hire Bankruptcy Attorneys
-----------------------------------------------------------------
Symmetry Tower/Chicago Project Owner, LLC seeks approval from the
U.S. Bankruptcy Court for the Northern District of Illinois to hire
Laxmi Sarathy, Esq., and David Herzog, Esq., as its bankruptcy
attorneys.
The attorneys will render these services:
a. advise the Debtor with respect to its powers and duties;
b. negotiate, draft and pursue all documentation necessary in
the Debtor's Chapter 11 case;
c. prepare legal papers;
d. perform necessary legal work regarding approval of the
disclosure statements and Chapter 11 plan;
e. appear in court;
f. assist with any disposition of the Debtor's assets by sale
or otherwise;
g. attend meetings and negotiate with representatives of
creditors, the U.S. trustee, and other parties involved in the
case;
h. provide legal advice regarding bankruptcy law, corporate
law, corporate governance, transactional, tax, labor, litigation,
and other issues in connection with the Debtor's ongoing business
operations; and,
i. perform other necessary legal services.
Prior to the petition date, Ms. Sarathy and Mr. Herzog each
received the sum of $5,000.
As disclosed in court filings, Ms. Sarathy and Mr. Herzog are
"disinterested" pursuant to Section 101(14) of the Bankruptcy
Code.
The attorneys can be reached at:
Laxmi P. Sarathy, Esq.
17W775 Butterfield Road, Suite 114
Oakbrook Terrace, IL 60181
Tel: 312-674-7965
Fax: 312-873-4774
Email: Lsarathy@whitestonelawgroup.com
-- and --
David R. Herzog, Esq.
53 W Jackson Blvd, Suite 1442
Chicago, IL 60604
Tel: 312-977-1600
Fax: 312-977-9936
Email: drh@dherzoglaw.com
About Symmetry Tower/Chicago Project Owner
Symmetry Tower/Chicago Project Owner, LLC sought protection for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill.
Case No. 23-07151) on May 31, 2023, with as much as $1 million in
both assets and liabilities.
Judge David D. Cleary oversees the case.
Laxmi P. Sarathy, Esq., and David R. Herzog, Esq., serve as the
Debtor's bankruptcy attorneys.
TABULA RASA: Unsecureds Owed $709K to Get 10% of Claims
-------------------------------------------------------
Tabula Rasa, Co., submitted a Chapter 11 Plan and a Disclosure
Statement dated August 4, 2023.
General unsecured creditors in Class 3 will receive a distribution
of approximately 10% of their allowed claims, to be distributed as
follows: $6,000.00 shall be paid on a pro-rata basis to Allowed
General Unsecured Claims in quarterly installments over 36 months,
with the first quarterly installment due on October 1, 2023, and
with a final quarterly installment due on July 1, 2026. The Debtor
proposes to make the payments under the Plan from its continuing
operations as a licensed distillery and bar in the Raleigh and
Gamer areas of North Carolina.
Under the Plan, Class 3 General Unsecured Class, the Debtor
believes that Allowed General Unsecured Claims total $709,400. The
Debtor proposes to satisfy this class by paying a total of $72,000.
This amount will pay Allowed General Unsecured Claims
approximately 10% of each claim. Said payments shall be made in
equal quarterly installments of $6,000, over three years, on a
pro-rata basis, with the first quarterly installment due on Oct. 1,
2023 and the final quarterly installment due on July 1, 2026.
Class 3 is impaired.
Class 3B Rental Arrears Cure Class, the Debtor believes that
Allowed General Unsecured Claims for rental arrears total $33,214,
which amounts must be paid in full. The Debtor proposes to satisfy
this class by paying the claim in full by way of 16 monthly
payments in the amount of $2,000.00 followed by one final payment
in the amount of $1,214.00. The first monthly installment will be
due on Oct. 1, 2023 and the final monthly installment due on
February 1, 2025. Class 3B is impaired.
Payments and distributions under the Plan will be funded by the
following: The Debtor expects to receive gross monthly receipts in
the amount of $36,000 for at least the next year. The Debtor
expects revenues to increase over time, such that it will always
generate at least as much net revenue to fund this Plan as when the
Plan is filed.
A copy of the Disclosure Statement dated August 4, 2023, is
available at bit.ly/47nXGda from PacerMonitor.com.
About Tabula Rasa, Co.
Tabula Rasa, Co. is a North Carolina corporation that has operated
for the past four years as a licensed distillery in the Raleigh and
Garner, North Carolina area. Tabula Rasa also operates a small bar
at its facility on Rand Mill Road in Garner.
Tabula Rasa sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01911) on July 10,
2023. In the petition signed by Paul Jacob Howland, president, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Judge David M. Warren oversees the case.
Danny Bradford 23011, Esq., at Paul D. Bradford, PLLC, is the
Debtor's legal counsel.
TEAM HEALTH: Pioneer Floating Marks $3.4MM Loan at 38% Off
----------------------------------------------------------
Pioneer Floating Rate Fund, Inc has marked its $3,441,548 loan
extended to Team Health Holdings, Inc to market at $2,140,213 or
62% of the outstanding amount, as of May 31, 2023, according to
Pioneer's semi-annual report on Form N-CSR for the period from
December 1, 2022 to May 31, 2023, filed with the Securities and
Exchange Commission.
Pioneer Floating is a participant in an Extended Term Loan to Team
Health Holdings, Inc. The loan accrues interest at a rate of
10.403% (Term SOFR+525 bps) per annum. The loan matures on March 2,
2027.
Pioneer Floating Rate Fund, Inc is organized as a Maryland
corporation. Prior to April 21, 2021, the Fund was organized as a
Delaware statutory trust. On April 21, 2021, Pioneer Floating
redomiciled to a Maryland corporation through a statutory merger of
the predecessor Delaware statutory trust with and into a newly
established Maryland corporation formed for the purpose of
effecting the redomiciling. Pioneer Floating Rate Fund, Inc was
originally organized on October 6, 2004. Prior to commencing
operations on December 28, 2004, it had no operations other than
matters relating to its organization and registration as a
diversified, closed-end management investment company under the
Investment Company Act of 1940, as amended.
Team Health Holdings, Inc. provides physician staffing and
administrative services to hospitals and other healthcare providers
in the U.S.
TECTA AMERICA: S&P Affirms 'B' ICR on Incremental Debt Issue
------------------------------------------------------------
S&P Global Ratings affirmed all its ratings on U.S.-based
commercial roofing installer Tecta America Corp., including its 'B'
issue-level rating on the company's first-lien debt.
The stable outlook reflects that Tecta will continue growing
revenue and EBITDA over the next year, supported by its strong
backlog as of the end of June 2023.
Tecta's refinancing plans, although modestly leveraging, should
result in reduced annual interest expense and are not seen
detracting from its deleveraging prospects. Using incremental first
lien to refinance the company's costlier second-lien debt is
projected to save the company about $4 million of interest expense
annually. Still with incremental amounts of first-lien debt being
issued in the transaction, the company's debt balance increases by
$30 million, or about a 0.1 turn of leverage. This does not change
the company's deleveraging trajectory during 2023, under which our
base case estimates leverage will reduce to the high-4x area by the
end of the year from the mid-5x area in 2022. Tecta's large
backlog, which is about $650 million as of the end of the second
quarter, supports this deleveraging. S&P said, "While the average
backlog months on hand has moderated to 5.8 months from 8.9 months
last year, we note that 2022's backlog was abnormally high due to
material shortages in the industry. The company's current backlog
levels are higher than pre-COVID levels, which were in the 4- to
5-month area. Strong demand for roofing services drives the
company's current backlog. We note that roofing services are
largely nondiscretionary and that customers are obligated to fix
roofing issues before they turn into larger structural problems."
S&P said, "Tecta's growth and larger scale warranted an upward
revision to the presumed enterprise value at default in our
recovery analysis. We've revised Tecta's estimated enterprise value
in our hypothetical default scenario higher to account for its
strong organic growth, successful integration of recent
acquisitions, and the cushion of its current EBITDA relative to its
fixed charges. Our simulated default scenario which continues to
value the company as a going concern, applies a 5x multiple to an
assumed EBITDA at emergence of about $128 million. Based on this,
we now estimate a gross enterprise value of around $640 million in
our hypothetical default scenario, an increase from $412 million
used in our prior analysis. This results in increased collateral
available to satisfy claims from first lien lenders under the
proposed single-tranche first-lien capital structures relative to
our previous expectations. Our updated recovery analysis now
implies that in the event of a potential default, these first lien
lenders could expect a meaningful recovery of principal (50%-70%;
rounded estimate: 60%), consistent with a '3' recovery rating.
"The stable outlook on Tecta reflects our expectation that the
company will be able to deleverage to the high-4x area by the end
of 2023 while sustaining free operating cash flow (FOCF) to debt in
the mid- to high-single-digit percent area over the next 12 months.
We believe the company's strong backlog supports its deleveraging
prospects and provides revenue visibility through the end of the
year.
"Governance is a moderately negative consideration, as it is for
most rated entities owned by private-equity sponsors. We believe
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects private-equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns."
TEMPUR SEALY: S&P Downgrades ICR to 'BB' on Higher Leverage
-----------------------------------------------------------
S&P Global Ratings removed Tempur Sealy International Inc.'s
ratings from CreditWatch, where they were placed with negative
implications on May 9, 2023, and lowered its issuer credit rating
on the company to 'BB' from 'BB+'.
S&P also lowered its rating on the company's senior unsecured notes
to 'BB' from 'BB+'. The recovery rating remains '3', indicating its
expectation for a meaningful recovery (50%-70%; rounded recovery:
65%).
The stable outlook reflects S&P's expectation the company will
sustain leverage of 3x-4x after acquiring Mattress Firm.
On May 9, 2023, Tempur announced that it signed a definitive
agreement to acquire retailer Mattress Firm for a total purchase
price of $4 billion. The company anticipates funding the
acquisition with $2.7 billion in cash and the remaining in common
stock, resulting in pro forma leverage above its 3x downgrade
trigger for at least 12-18 months after the close of the
transaction (expected in the second half of 2024).
S&P said, "The rating downgrade reflects our expectation Tempur
will sustain leverage above 3x. Tempur has sustained leverage above
our 3x threshold for its rating for four consecutive quarters,
primarily due to weakened demand in 2022 and 2023 as well as
already elevated debt levels from large, debt-financed share
repurchases in 2021-2022. After an increase in home spending
through the COVID-19 pandemic years, consumer spending on
mattresses has declined sharply, and units produced declined to
near historical lows in the U.S. over the past year. Tempur has
consistently outperformed the overall category, and following three
consecutive quarters of sales decline, its sales were up about 4.8%
year over year during the second quarter of fiscal 2023.
Nonetheless, the demand recovery has been slower than expected. We
estimate Tempur's S&P Global Ratings-adjusted leverage increased to
about 3.5x for the 12 months ended June 30, 2023, compared with 3x
for the same prior-year period."
Tempur has demonstrated more aggressive financial policies than
expected. In recent years, Tempur has completed acquisitions and
undertaken large, debt-financed share repurchases. The company went
into the inflationary and downward demand cycle with a
significantly greater debt burden because of these activities. The
company has a stated company defined net leverage target of 2x-3x,
and we expected the company would manage leverage at the lower end
of that range given the cyclicality of the business. However, its
capital allocation track record has recently deviated from these
expectations. After buying back $1.5 billion of common equity
shares in 2021-2022, its leverage increased to 3x by the quarter
ended June 30, 2022, and has since peaked at 3.6x for the 12 months
ended March 31, 2023.
Moreover, the soft macroenvironment in the U.S, lower consumer
discretionary spending, and pull-forward mattress purchases during
the pandemic years may keep demand soft for the remainder of 2023,
hampering the company's ability to swiftly deleverage to its stated
targets. Therefore, S&P expects Tempur's S&P Global
Ratings-adjusted leverage will remain near or above 3x in the
subsequent quarters prior to the close of the Mattress Firm
acquisition.
The company's discretionary cash flow has improved, but large debt
maturities are approaching in 2024. S&P said, "We estimate Tempur's
discretionary cash flow increased to about $180 million during the
12-month period ended June 30, 2023, from discretionary cash use of
about $780 million for the same prior-year period. Tempur continues
to invest heavily in the business in anticipation of an improved
demand environment--it spent on inventory and advertising ahead of
new product launches. Additionally, Tempur increased its safety
stock for Tempur-Pedic finished products, adjustable bases, and raw
materials to maintain its customer service levels and invested in a
new foam pouring plant. However, the company reduced its share
repurchases considerably, to about $90 million for the 12 months
ended June 30, 2023, from about $1 billion for the same prior-year
period. The company is now prioritizing debt repayment over share
repurchases ahead of its Mattress Firm acquisition. We expect
Tempur's discretionary cash flow to continue to improve over the
next 12 months since product launches and growth capital
expenditure (capex) investments have been completed. Nonetheless,
Tempur's $725 million revolver, $425 million term loan A, and $300
million delayed term loan mature on Oct. 16, 2024. The company may
need to raise Mattress Firm acquisition financing during a higher
interest rate environment."
While Tempur could deleverage to about 3x or below on a stand-alone
basis, the lower leverage likely will be temporary given the
pending Mattress Firm acquisition. Tempur's acquisition of Mattress
Firm for $4 billion is expected to close in the second half of
2024, subject to regulatory approval. Tempur plans to pay for the
acquisition with $2.7 billion of cash and $1.3 billion in stock. It
intends to fund the cash portion of the transaction by issuing new
debt, but the amount of debt raised may fluctuate depending on the
timing of the close of the transaction. S&P said, "We estimate the
company could incur about $2.7 billion of incremental debt and
Mattress Firm will add at least $1.3 billion of incremental
operating lease liabilities to the company's S&P Global
Ratings-adjusted debt. The company will seek to deleverage ahead of
the completion of the acquisition. Nonetheless, we expect the
company's S&P Global Rating-adjusted leverage will be near 3.5x on
a pro-forma basis at close. It may take the company 12-18 months to
deleverage below 3x post-close, depending on the demand environment
and how well the integration is executed."
S&P said, "We believe the Mattress Firm acquisition would be
transformative for Tempur, making it a leader in both wholesale and
retail. Tempur expects the business combination with Mattress Firm
to accelerate its omnichannel strategy, streamline operations,
facilitate innovation, and generate at least $100 million in annual
run-rate synergies by the end of year four after closing. The
combined company will have about $8 billion in sales and $1.3
billion in company-reported EBITDA. As a result of the transaction,
Tempur's business model will shift to 65% direct sales, compared
with about 23% currently. We believe the acquisition will
strengthen Tempur's market position in wholesale and make it a
leader in retail. Mattress Firm is the largest mattress and bedding
specialty retailer in the U.S. and has approximately 2,330
brick-and-mortar retail stores." Owning Mattress Firm will result
in more efficient operations including committed distribution,
which makes demand planning more predictable and production more
efficient, and lower overall distribution costs, and could
potentially increase floor space for Tempur's products.
Nonetheless, Tempur faces integration risk and an uncertain
regulatory approval. Integration risks include aligning the two
companies' cultures, accelerating it omnichannel strategy with a
larger retail footprint, and maintaining the core strengths of each
respective business. S&P believes competing retailers
de-emphasizing Tempur's products in their stores or other mattress
manufacturers seeking other retailers outside of Mattress Firm are
additional risks, albeit moderate given the lack of strong
alternatives.
Tempur expects to maintain a largely variable cost structure even
after the Mattress Firm acquisition. Currently, the company's cost
structure is about 70% variable, and the company estimates it will
go down to 65%, which we believe will support its solid margin
profile and ability to adjust during down cycles. However, the
inability to maintain the variable mix could hurt margins if
volumes continue to contract, while regulatory approval may come at
the cost of a smaller-than-expected retail footprint.
The stable outlook reflects S&P's expectation the company will
sustain leverage of 3x-4x after acquiring Mattress Firm.
S&P could lower the rating if Tempur's operating performance
deteriorates, or the company demonstrates more aggressive financial
policies. This could happen if:
-- Macroeconomic conditions weaken, leading to lower discretionary
spending and lower demand for mattresses;
-- The integration of Mattress Firm is not successful and Tempur
or Mattress Firm lose market share to competition; or
-- The company conducts large, debt-financed share repurchases or
acquisitions.
S&P said, "Under our current view of the company's business risk,
we could raise the rating if we believe Tempur will sustain
leverage below 3x through economic downturns. Alternatively, we
could also raise the ratings if we raise our business risk
assessment on the company following the successful integration of
Mattress Firm and the company sustains leverage below 4x."
This could happen if:
-- Demand for mattresses recovers sooner than expected and the
company's operating performance exceeds our expectations;
-- The integration of Mattress Firm goes well and significant
synergies of well over $100 million annually are realized; and
-- The company prioritizes debt repayment over share repurchases
and acquisitions while sustaining positive discretionary cash
flow.
TRIPADVISOR INC: S&P Downgrades ICR to 'B+', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating and issue-level
ratings on online travel company Tripadvisor Inc. to 'B+' from
'BB-'.
S&P said, "The stable outlook reflects our view that Tripadvisor's
leverage will likely improve to the low-3x area in the next 12
months as the company's recent new monetization strategy and
increased competition in the hotel metasearch business partially
offset healthy online travel trends.
"The downgrade to 'B+' reflects our view that Tripadvisor's
leverage remains high for the current rating due to an unfavorable
business mix and near-term softness in the company's metasearch
business. While Tripadvisor's revenue has continued to recover in
the past several quarters and now exceeds fiscal 2019 in the
low-single digits percentage area, a major portion of the revenue
growth has come from its less profitable experiences and dining
businesses. We forecast Tripadvisor's EBITDA margins to remain 650
basis points (bps)–850 bps below pre-pandemic levels due to
significant product investments and marketing spend to grow its
Viator and TheFork brands, which still generate negative EBITDA.
Furthermore, Tripadvisor's higher-margin branded hotels revenue
declined 7.4% in second quarter of 2023 due to declines in hotel
metasearch revenue offsetting growth in its hotel business to
business (B2B) offerings. Although Tripadvisor's U.S. hotel
metasearch business remained resilient with solid execution, there
was softness in its European metasearch market due to delayed
seasonal peak travel and increased competition in paid channels. We
expect the increased competitive environment and regional
macroeconomic headwinds to pressure its metasearch business through
the second half of 2023.
"As a result, we forecast the company's leverage to remain above
our 3.0x downgrade threshold at 3.3x in 2023. In 2024, we expect
the company to increase margins and grow EBITDA from its recently
announced cost savings program. However, we also believe continued
investments at the Viator and TheFork brands, along with uncertain
recovery to the company's hotel metasearch business (primarily in
Europe), could delay the company's deleveraging such that leverage
remains above 3.0x.
"Tripadvisor participates in the highly competitive digital
advertising segment against larger and better-capitalized
competitors. Lead generation, or the initiation of consumer
interest or enquiry into products or services, for the travel and
leisure industry is highly competitive with moderate entry
barriers, requiring sizable ongoing investments to drive organic
traffic. Tripadvisor competes with online travel agency (OTA)
giants such as Expedia Group Inc. and Booking Holdings Inc., which
together dominate the online booking travel market, have a
significant user base, a large number of partners, significant
financial resources, and own rival advertising-driven metasearch
engines such as Trivago and Kayak. (Expedia owns Trivago, and
Booking owns Kayak.) OTAs are not only the company's biggest
competitors, but they are also Tripadvisor's largest customers as
click-based travel partners. Tripadvisor also competes with Google
LLC, which is the dominant global search engine and has been
expanding its own trip-planning, hotel, and airline-booking
capabilities for most of the past decade. Additionally, Tripadvisor
drives a significant amount of free traffic through search engine
optimization (SEO), which has been under pressure in recent years
and is vulnerable to changes Google has made to its search engine
results pages, such as an increase in the number of paid ads moved
to the top of search results. This pushes SEO results lower and
hampers Tripadvisor's ability to increase profitably on these
channels by making it harder for consumers to find Tripadvisor
content. We believe the company's strong brand recognition, unique
user generated content, and international presence only partially
offset some of these risks."
Demand for tourism and leisure travel remain resilient despite an
anticipated economic slowdown. As an online travel company,
Tripadvisor's performance is directly linked to demand for travel.
The company's performance is affected by online visitors looking to
book travel, dining, and experiences, as well as by hotels and
online travel agencies' advertising budgets.
S&P said, "We expect real GDP growth in the second half of the year
will slow to 1%, or half the rate in the second quarter, amid a
material and broad-based decline in domestic demand growth. We also
expect core inflationary pressures will remain sticky. While we
normally view the online travel industry as susceptible to
macroeconomic pressures, leading indicators in the travel industry
suggest demand will likely remain strong in 2023. We believe strong
pent-up demand for leisure services and the ongoing shift toward
consumer spending on experiences could buffer the company's
operating performance against these macroeconomic headwinds. As a
result, we expect 2023 revenue to grow in line with the travel
industry at the mid-teens percent area such that 2023 revenue
exceeds 2019 revenue by at least 10%. We also expect most of the
company's future revenue growth will be from its experiences and
dining businesses, while its metasearch business grows in the
low-single-digit percent area due to stiff competition from its
larger rivals.
"In our view, parent Liberty Tripadvisor Holdings' (Liberty)
ability to take actions that could materially weaken Tripadvisor's
financial profile are somewhat limited. Despite Liberty's
significant ownership stake and over 50% voting control in
Tripadvisor, we consider Tripadvisor to be insulated from Liberty
because institutional investors still hold a significant stake in
Tripadvisor, and the company has a fiduciary obligation to act in
their best interest. Additionally, Tripadvisor's practice has been
to have a substantial majority of its directors be independent of
Liberty and its management (Liberty Media has one executive and one
director on Tripadvisor's nine-member board). Tripadvisor is also
incorporated as a separate legal entity with its own capital
structure, and it does not commingle funds. Furthermore, there are
no cross-default provisions or guarantees, and the company
maintains separate operations and financials from Liberty. We
believe these provisions provide sufficient insulation to support
the 'B+' issuer credit rating on Tripadvisor. Still, Liberty does
not own any assets other than Tripadvisor stock, and it has
substantial debt (we view its preferred stock and proposed
exchangeable debentures as debt), making it a weaker credit than
Tripadvisor. Liberty's ability to service its significant debt
balance and manage its operating costs in the long run relies on
the Tripadvisor share price staying above Liberty's debt levels and
special dividends or share sales providing liquidity. As a result,
Liberty's majority voting control poses risks for Tripadvisor if
Liberty seeks to pursue a more aggressive financial policy at
Tripadvisor.
"The stable outlook reflects our view that Tripadvisor's leverage
will likely improve to the low-3x area in the next 12 months as the
company's recent new monetization strategy and increased
competition in the hotel metasearch business partially offset
healthy online travel trends."
S&P could lower the rating if:
-- S&P sees a significant change in the travel advertising market
that hurts metasearch companies such as Tripadvisor and its future
ability to generate revenues and cash flow;
-- Macroeconomic uncertainty pressures global travel conditions or
investments in Viator and TheFork brands exceed S&P's expectations
over the next 12 months, such that Tripadvisor maintains its
leverage above 4x on a sustained basis; or
-- Tripadvisor pursues an aggressive financial policy or its
parent, Liberty Tripadvisor, borrows additional debt, causing
combined leverage to exceed 6.5x.
S&P could raise the rating if:
-- Tripadvisor improves its operating performance such that S&P
Global Ratings-adjusted leverage declines and remains below 3x on a
sustained basis; and
-- The company improves its margins from its experience and dining
businesses such that it can more than offset the competitive
challenges in its hotel metasearch business.
TURBO COMPONENTS: Court Confirms Plan
-------------------------------------
Judge James W. Boyd has entered an order confirming the Plan of
Turbo Components, Inc.
All objections to the confirmation of the Plan have been resolved.
As demonstrated by the evidence proffered, direct testimonial
evidence of the Debtor's Financial Advisor Matthew Thiede at the
Hearing, and the representations of counsel at the Hearing, the
Debtor and its professionals have adequately and appropriately
marketed the Assets under all of the circumstances, and in
accordance with the Debtor's fiduciary duties, and the Debtor
conducted the sale process without collusion.
The Agreement was negotiated, proposed, and entered into by the
Buyer without collusion, in good faith, and from an arm's-length
bargaining position. The Buyer has not engaged in any conduct that
would cause or permit the Agreement, any related agreements or the
Sale to be avoided, or for any costs or damages to be imposed,
under section 363(n) of the Bankruptcy Code.
The consideration provided by the Buyer pursuant to the Agreement:
(i) is fair and adequate and constitutes reasonably equivalent
value and fair consideration under the Bankruptcy Code; (ii) is
fair consideration under the Uniform Fraudulent Transfer Act,
Uniform Fraudulent Conveyance Act, the Bankruptcy Code, and any
other applicable laws; and (iii) will provide a greater recovery
for the Debtor's estate and its creditors than would be provided by
any other reasonably practicable available alternative. The
Agreement was not entered into, and the Sale is not being
consummated, for the purpose of hindering, delaying, or defrauding
creditors of the Debtor under the Bankruptcy Code or under any
other applicable law. Neither the Debtor nor the Buyer have entered
into the Agreement or are consummating the Sale with any fraudulent
intent or otherwise improper purpose prohibited by law.
The Debtor's marketing and sale process with respect to the Assets
afforded a fair, and reasonable sale process taking into
consideration the extremely unique funding needs of the Debtor
during the bankruptcy. The Agreement: (i) constitutes the highest
and best offer for the Assets; (ii) is fair and reasonable; and
(iii) is in the best interests of the Debtor, its estate, its
creditors and all other parties in interest.
Agreement and the consummation of the Sale and the related
transactions contemplated thereby is authorized and approved.
All objections to Confirmation or the relief requested therein have
been withdrawn, waived or settled. Those parties who did not object
or withdrew their objections to the Plan are deemed to have
consented pursuant to section 363(f)(2) of the Bankruptcy Code to
the relief granted herein
The Effective Date will be 30 days from the date of entry of the
Confirmation Order and the closing of the Sale shall occur on or
before Thursday, August 31, 2023, or sooner if Debtor so directs.
About Turbo Components
Turbo Components, Inc. is a producer and supplier of casted and
machined aluminum parts. The company is based in Fruitport, Mich.
Turbo Components sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-01005) on April 28,
2023, with $2,420,069 in assets and $4,647,278 in liabilities. Brad
Fortenbacher, president of Turbo Components, signed the petition.
Judge James W. Boyd oversees the case.
A. Todd Almassian, Esq., at Keller and Almassian, PLC and Distel
Thiede Advisory Services, LLC serve as the Debtor's legal counsel
and financial advisor, respectively.
UNIVERSITY SQUARE: Taps Presidio CRE as Real Estate Broker
----------------------------------------------------------
University Square Real Estate Holdings, LLC seeks approval from the
U.S. Bankruptcy Court for the Northern District of Ohio to employ
Presidio CRE, LLC.
The Debtor requires the services of a broker in its pursuit of
asset disposition options that include, without limitation, a sale
of substantially all of its assets.
The firm will be compensated as follows:
a. If KL Holdings, LLC is the purchaser of the Debtor's
property, $170,000;
b. If the purchaser of the Debtor's property is a party other
than KLH, except any bondholder, $180,000 plus 10 percent of the
gross sales price in excess of $3.5 million; or
c. If the purchaser of the Debtor's property is a bondholder,
the fee will be $0.
As disclosed in court filings, Presidio CRE is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David Horowitz
Presidio CRE, LLC
PENN 1, 1 Pennsylvania Plaza
Suite 2501
New York, NY 10119
Phone: 212-652-5700
About University Square Real Estate Holdings
University Square Real Estate Holdings, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No.
23-12301) on July 10, 2023, with $1 million to $10 million in
assets and $10 million to $50 million in liabilities.
Judge Jessica E. Price Smith oversees the case.
Shawn M. Riley, Esq., at McDonald Hopkins, LLC is the Debtor's
legal counsel.
UPTOWN 240: Unsecureds Get 50% of Net Revenue From Sale of Condo
----------------------------------------------------------------
Judge Thomas B. McNamara has entered an order approving the
Disclosure Statement of Uptown 240 LLC.
A hearing for consideration of confirmation of the Amended Plan and
such objections is set for Sept. 14, 2023, at 1:30 p.m., before the
undersigned Judge in the United States Bankruptcy Court for the
District of Colorado, Courtroom E, U.S. Custom House, 721 19th
Street, Denver, Colorado.
Ballots accepting or rejecting the Amended Plan must be submitted
by the holders of all claims or interests entitled to vote on the
Amended Plan on or before 5:00 p.m. on September 5, 2023.
On or before Sept. 5, 2023, any objection to confirmation of the
Amended Plan must be filed with the Court and a copy thereof served
on Debtor's counsel. The same date September 5, 2023, will be fixed
as the last day for filing written acceptances or rejections of the
Amended Plan.
The parties must file and exchange witness and exhibit lists by
Sept. 11, 2023. The parties must also exchange all exhibits they
intend to use, or may reasonably anticipate using at any final
hearing, by September 11, 2023.
No later than September 11, 2023, the Debtor must file a Summary
Report of the Ballots received reflecting all votes by class,
number of claims and amount of claim.
No later than September 11, 2023, the Debtor must file with the
Court and serve on all objecting parties a response which
specifically identifies any amendments(s) made in response to an
objection.
Plan of Reorganization
Uptown 240 LLC submitted a Second Amended Disclosure Statement to
accompany the Amended Plan of Reorganization dated May 24, 2023.
The value of the Debtor's assets totals $46,210,350.
Class 7 is comprised of the claim or potential claims of parties
who entered into Sale Contracts with the Debtor. Each of the Sale
Contracts represents an executory contract to which the Debtor is a
party, and under which performance is due on each side, as the
Debtor must still complete the units and the Buyers must still pay
the remaining amounts due under their respective Sale Contracts.
Buyers are separately classified for the purpose of providing such
parties with clear information regarding their rights and treatment
under the Plan.
Class 8 is generally comprised of the unsecured claims against the
Debtor's estate. As set forth on Exhibit A, the total unsecured
claims against the estate are approximately $10,552,244.28, which
amount includes the claims of certain Buyers who have filed a Proof
of Claim as well as disputed Claims. The amount of unsecured claims
will further be increased by an additional $500,000 for JGJP
Dillon, LLC following the settlement payment on account of its
secured claim.
The total amount of Class 8 Claims may also be increased by the
claims of Buyers who have not filed proofs of claims. Pre-petition,
the Debtor received approximately $6 million in deposits, however
Buyers have only filed claims in the amount of $4,643,179.75. Thus,
if all Sale Contracts with Buyers are rejected, the amount of
claims could increase by an additional $1,356,820.25 based on
additional anticipated claims of Buyers who have not filed proofs
of claim. If all Purchase Agreements are assumed, the amount of
Class 8 Claims before claim objections will be reduced to
$6,073,332.04 without accounting for the unsecured claim of JGJP or
claim objections. A full list of unsecured claims is attached as
Exhibit A.
The Debtor has identified objections to the claims filed by
Air-Tel, LLC, who filed a proof of claim in the amount of
$4,827,000 based on a lease for the installation of telecom
equipment for which the Debtor was proposed to be the landlord, and
to 323 Dillon, LLC, who filed a proof of claim in the amount of
$768,320 for the total purchase price of a unit despite having only
paid a $33,000 deposit. Assuming the Debtor prevails on two claim
objections it has already identified, the Debtor anticipates the
Class 8 Claims will be reduced by $5,562,320.00.
Under Scenario 1, assuming all contracts are assumed and the Debtor
prevails on the claim objections identified above, the Debtor
anticipates total unsecured Class 8 Claims in the amount of
$1,764,272.04, which amount includes a $500,000 unsecured claim for
JGJP Dillon, LLC.
Under Scenario 2, assuming all contracts are rejected and the
Debtor prevails on on the claim objections identified above, the
Debtor anticipates total unsecured Class 8 Claims in the amount of
$7,011,012.04 based on the following:
* Non-Buyer Unsecured Claims $6,073,332.04
* Filed Claims of Buyers $4,643,179.75
* Unfiled Claims of Buyers $1,356,820.25
* JGJP Dillon, LLC $500,000.00
* Claim Objections ($5,562,320.00)
* Total $7,011,012.04
Under the Plan, Class 7 Allowed Claims of Buyers are impaired.
Assuming the Debtor is proceeding with a partial refinance,
provided with the option to have Sale Contract assumed (maintained)
or rejected (terminated); claims for rejected contracts treated as
Class 8 General Unsecured Claims; All Contracts will be rejected in
the event of sale and treated as Class 8 General Unsecured Claims.
Class 8 Allowed Unsecured Claims of General Unsecured Claims are
impaired and will be paid a pro rata distribution of 50% of net
revenue from the final sale of condominium units starting on the
earlier of: 1) eighteen months from the Effective Date of the Plan,
or 2) final sale of the first condo unit.
If the Debtor proceeds under a sale, pro rata distribution of the
sale proceeds after payment of secured claims and administrative
expense claims.
The Debtor's Plan is feasible based upon the Debtor's ability to
achieve the various components of the Plan. The Debtors' Plan is
contingent on the occurrence of certain events, and will not become
effective until: 1) an Order is entered confirming the Debtors'
Plan and the Order becomes final; 2) the Confirmation Date has
occurred; 3) no request for revocation of the Confirmation Order
under Bankruptcy Code section 1144 shall have been made, or if
made, remain pending; 4) and either the closing on the Bridge Loan
shall have occurred OR, if the Debtor sells the Property prior to
confirmation or the Debtor is unable to close on a Bridge Loan
within 5 days of the Confirmation Date of the Plan, the Debtor
retains a licensed broker to commence a sale process.
Assuming that the Debtor is proceeding with Scenario 1, the
feasibility of the Plan is further supported by the commitment
letter from Fairchild which would provide the Bridge Loan, and the
conditional commitment letter for the Construction Loan in the
amount of $49,200,000. As set forth on the Debtor's pro forma,
attached hereto as Exhibit B, the total cost to complete
construction on the Property, including estimated interest for the
Construction Loan is anticipated to be $62 million comprised
primarily of construction costs in the estimated amount of
approximately $30 million. The total cost of completion represents
the total cost of the project and not the total amount remaining to
be completed. The Debtor estimates that the total remaining cost to
complete the project will be approximately $30.3 million. Funding
will come primarily from the Construction Loan, with a portion to
come from the sale of a Tax Increment Financing Bond. If the Debtor
is unable to sell the Bond, or there are cost overruns, additional
funds will be available from the sale of additional condo units.
Pre-petition, the Debtor sold approximately 40 condo units and
received $6 million in funds from the deposits for the units.
Deposits typically represented 10-20% of the final purchase price,
although some deposits were higher. Based on the increase in
property values in Summit County, the Debtor anticipates that the
sale price of subsequent units will be higher than those units
previously sold, resulting in higher deposits, and more available
funds for any construction cost overruns. Additionally, if Sale
Contracts are rejected by Buyers, this will add to the pool of
available units, allowing the Debtor to resell the units at current
market rates, which are higher than the rates in the Sale
Contracts. Furthermore, total value of the units upon completion is
anticipated to be between $69 and $73 million depending on the
market when the units are sold, and the total value of the Property
is estimated to be approximately $80 million upon completion based
on the Debtor's 2023 appraisal. There will therefore be sufficient
value to pay all debts in full, including the Bridge Loan and
Construction Loan, even without a sale of the commercial space.
Another condominium project in Frisco, Colorado recently began to
sell units with an anticipated completion date in 2025. All units
are listed between $1,179 per square foot, and up to $1,373 per
square foot. As identified on the pro forma, the Debtor's
anticipated price per square foot fall on the lower end of this
range, but will still result in $20 million from receivables, and
an additional $50 million from unsold units. Thus, with $70 million
just from the sale of units, there will be sufficient funds to pay
the $49.2 million for the Construction Loan and pay all unsecured
creditors in full.
In the alternative, if the Debtor is not proceeding under Scenario
1 and is instead proceeding under Scenario 2, then the Plan is
feasible as the Debtor will be retaining a broker for the purpose
of marketing and selling the Property. The sale price will
ultimately depend on the market, but given the location and the
demand for real property in the area, the Debtor anticipates that a
sale could be effectuated within four months following the
retention of a licensed broker and commencement of a sale process.
Counsel to the Debtor:
Keri L. Riley, Esq.
KUTNER BRINEN DICKEY RILEY, P.C.
1660 Lincoln St., Suite 1720
Denver, CO 80264
Tel: (303) 832-2400
E-mail: klr@kutnerlaw.com
A copy of the Order dated August 4, 2023, is available at
bit.ly/3OKotc7 from PacerMonitor.com.
A copy of the Disclosure Statement dated August 4, 2023, is
available at bit.ly/3qlfMM9 from PacerMonitor.com.
About Uptown 240
Uptown 240, LLC, owns and operates a condominium complex in Dillon,
Colo. The residences are an exclusive collection of 80-luxury
mountain and lakeview condominiums.
Uptown 240 filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10617) on Feb.
23, 2023, with $10 million to $50 million in both assets and
liabilities. Danilo A. Ottoborgo, president of Uptown 240, signed
the petition.
Judge Thomas B. Mcnamara presides over the case.
The Debtor tapped Keri L. Riley, Esq., at Kutner Brinen Dickey
Riley, PC, as legal counsel and Eide Bailly, LLP as accountant.
On April 21, 2023, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in the Chapter 11 case.
Onsager Fletcher Johnson Palmer, LLC, serves as the committee's
counsel.
VESTTOO LTD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Forty-eight affiliates that have filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
Vesttoo Ltd. (Lead Case) 23-11160
23 Menachem Begin Street
Tel Aviv
6618356, Israel
Vescor Bay GP, L.P. 23-11188
Vescor Bay, L.P. 23-11187
Vesttoo Alpha Holdings Ltd. 23-11169
Vesttoo Alpha Manager Ltd. 23-11170
Vesttoo Alpha P&C Fund GP L.P. 23-11171
Vesttoo Alpha P&C Fund L.P. 23-11172
Vesttoo Alpha Special Purpose Trust 23-11173
Vesttoo Asset Management LLC 23-11166
Vesttoo Bay 103, Limited Partnership 23-11189
Vesttoo Bay FIFTEEN, Limited Partnership 23-11190
Vesttoo Bay One Hundred One, Limited Partnership 23-11191
Vesttoo Bay One Hundred Two, Limited Partnership 23-11192
Vesttoo Bay One Hundred, Limited Partnership 23-11193
Vesttoo Bay One Limited Partnership 23-11194
Vesttoo Bay X, Limited Partnership 23-11195
Vesttoo Bay XI, Limited Partnership 23-11196
Vesttoo Bay XII, Limited Partnership 23-11197
Vesttoo Bay XIII, Limited Partnership 23-11198
Vesttoo Bay XIV, Limited Partnership 23-11199
Vesttoo Bay XIX, Limited Partnership 23-11200
Vesttoo Bay XVI, Limited Partnership 23-11201
Vesttoo Bay XVII, Limited Partnership 23-11202
Vesttoo Bay XVIII, Limited Partnership 23-11203
Vesttoo Bay XX, Limited Partnership 23-11204
Vesttoo Bay XXI, Limited Partnership 23-11205
Vesttoo Bay XXII, Limited Partnership 23-11206
Vesttoo Bay XXIII, Limited Partnership 23-11207
Vesttoo Bay XXIV, Limited Partnership 23-11208
Vesttoo Bay XXV, Limited Partnership 23-11209
Vesttoo Bermudian Bay Ltd. 23-11174
Vesttoo Holdings Ltd. 23-11175
Vesttoo Hong Kong Limited 23-11210
Vesttoo Japan Co., LTD. 23-11176
Vesttoo Korea Inc. 23-11177
Vesttoo US Inc. 23-11159
Vesttoo Malta Ltd. 23-11178
Vesttoo Malta Trading Ltd. 23-11179
Vesttoo Marketplace Ltd. 23-11180
Vesttoo Partners 101, L.P. 23-11181
Vesttoo Partners 102, L.P. 23-11182
Vesttoo Partners 103, L.P. 23-11183
Vesttoo Partners 104, L.P. 23-11184
Vesttoo Partners 105, L.P. 23-11185
Vesttoo Reinsurance Intermediary Services Inc. 23-11165
Vesttoo Securities (USA) LLC 23-11167
Vesttoo SPV Holdings LLC 23-11163
Vesttoo UK LTD 23-11186
Business Description: Vesttoo Ltd is a technology-driven
collateralized reinsurance provider. Vesttoo
connects the insurance industry with the
capital markets by combining AI-powered
technology with expertise in data science,
insurance, and finance.
Chapter 11 Petition Date: August 14, 2023 and August 15, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Mary F. Walrath
Debtors' Counsel: R. Craig Martin, Esq.
Stuart M. Brown, Esq.
DLA PIPER LLP (US)
1201 North Market Street, Suite 2100
Wilmington, Delaware 19801
Tel: (302) 468-5700
Fax: (302) 394-2341
Email: craig.martin@us.dlapiper.com
stuart.brown@us.dlapiper.com
Debtors'
Financial
Advisor: KROLL, LLC
Debtors'
Notice,
Claims Agent,
Administrative,
Solicitation &
Balloting Agent: EPIQ CORPORATE RESTRUCTURING LLC
Estimated Assets: Not Indicated
Estimated Liabilities: Not Indicated
The petitions were signed by Ami Barlev as authorized signatory.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/DTP6SIY/Vesttoo_Ltd__debke-23-11160__0001.0.pdf?mcid=tGE4TAMA
VILLAGE ON THE ISLE: Fitch Affirms 'BB+' IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Village on the Isle's (VOTI) Issuer
Default Rating (IDR) at 'BB+' and has affirmed the 'BB+' ratings on
approximately $90 million in revenue improvement bonds series 2016,
2017A issued by Sarasota County Health Facilities Authority, and
approximately $20 million series 2019 issued by Venice (FL) on
behalf of VOTI.
The Rating Outlook is Stable.
ENTITY/DEBT RATING PRIOR
---------- ----- -----
Village on the Isle (FL) LT IDR BB+ Affirmed BB+
Village on the Isle (FL)
/General Revenues/1 LT LT BB+ Affirmed BB+
VOTI has maintained solid independent living (IL) occupancy over
the past several years and throughout the pandemic due to its
attractive campus. The closest competition offering Lifecare
contracts and a full continuum of care is approximately 11 miles
away. Cost management metrics have generally been weak, though
Fitch expects these to gradually improve over the next several
years. Robust capex spending, pandemic and labor pressures drove
the soft operating ratios and Fitch expects these to ease over the
Outlook period. VOTI's extensive capital improvements contributed
to an elevated debt burden with cash to adjusted debt below 40% for
the past several years, which is consistent with the 'BB+' rating.
The Stable Outlook reflects Fitch's expectation that VOTI will
maintain a stable but thin financial profile.
SECURITY
The bonds are secured by a pledge of gross revenues, a security
interest in obligated group facilities, and debt service reserve
funds.
KEY RATING DRIVERS
Revenue Defensibility - 'bbb'
Stable Demand in a Stable Market
VOTI is located in a stable service area. Entrance fees are in line
with Primary Market Area (PMA) pricing trends and rate increases
occur regularly. VOTI enjoys a preferable location, amenities and
incentives while facing little meaningful competition. IL demand
has been midrange with occupancy averaging about 90% over the past
four years. As of June of 2023, occupancy was 92% in the
independent living units (ILUs), 84% in the assisted living units
(ALUs), 84% in memory care (MC) and 90% in skilled nursing (SNF).
Operating Risk - 'bb'
Weak Profitability, Robust Capital Spending
VOTI's operating performance is consistent with a weak assessment
for a Type-B service provider. VOTI offers both lifecare and
fee-for-service contracts. Most of VOTI's residents have Type B
contracts. VOTI's operating ratio, net operating margin (NOM) and
net operating margin-adjusted (NOMA) averaged 102.5%, 2.9%, and
32.6%, respectively, over the past five years. There has been some
fluctuation from year to year, reflecting cost management pressures
associated with renovations, labor pressure, and stress associated
with the pandemic. Fitch expects cost containment metrics to
improve over the next several years as labor pressures ease,
leading to operating ratios incrementally approaching 100%.
Fitch's weak assessment is further supported by soft
capital-related metrics. On average over the past five years,
revenue-only MADS coverage averaged 0.4x, debt to net available has
averaged 9.9x and MADS has averaged 25.5% of revenue. Management
actively invests in maintaining and expanding the campus with
capital expenditures averaging over 550% of depreciation over the
past five years. The average age of plant is favorably low at
approximately 8.6 years.
Financial Profile - 'bb'
Weak Financial Profile
Given VOTI's midrange revenue defensibility and weak operating risk
assessments, Fitch expects it will maintain a financial profile
that is consistent with the 'bb' assessment throughout the economic
and financial volatility assumed in Fitch's stress case scenario.
MADS coverage has averaged 1.9x over the past five years. VOTI's
balance sheet has been stable, albeit limited with unrestricted
cash and investments at $31.8 million in June of 2023, or 37%
cash-to-adjusted debt. Unrestricted cash represented 444 days cash
on hand (DCOH) in June of 2023, which is neutral to the assessment
of VOTI's financial profile.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
-- Stabilization of ILU occupancy below 88%;
-- Deterioration of liquidity such that cash to adjusted debt
stabilizes at 25% or lower;
-- Operating ratios consistently above 105%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
-- Over the longer term, improvement in liquidity metrics such
that cash to adjusted debt levels stabilize at 90% or greater,
could support a higher rating.
PROFILE
VOTI operates a life plan community located in Venice, FL
approximately 75 miles south of Tampa on Florida's Gulf Coast. With
the recent additions, the community now consists of 247 ILUs, 48
ALUs and 16 Memory Care units, and 64 licensed skilled nursing beds
at the Health Center. Eight of the 64 SNF beds are leased to a
hospice agency.
VOTI offers several contract types: Type-B contracts with either a
10% discount on AL and SNF services (Traditional), or unlimited
assisted living services and 30 free days of skilled nursing each
year for temporary care in a fully-amortizing fee for service
contract plan (Enhanced Living). The Traditional contract option
was not offered between 2019 and early 2021, but modified lifecare
has recently been reinstated.
In January 2019, VOTI began offering a Life Care Contract, which is
a fully-amortizing Type A contract where residents receive
unlimited ALU and Health Center care access. As of this report,
most of VOTI's resident contracts are Type-B. Refunds are not
subject to resale requirements but VOTI has limited exposure to
refundable contracts. In fiscal 2022, VOTI had total revenues of
approximately $31 million.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
VOYAGER AVIATION: Class 6a Unsecureds Unimpaired in Plan
--------------------------------------------------------
Voyager Aviation Holdings, LLC et al. submitted a Disclosure
Statement for Joint Chapter 11 Plan.
After extensive good faith negotiations with the Purchaser and
other key stakeholders, the Debtors have achieved agreement on the
sale of substantially all of their assets pursuant to a prearranged
chapter 11 plan. The Plan implements (a) the sale of substantially
all of the Company's assets to Azorra Explorer Holdings Limited
(the "Purchaser"), an affiliate of Azorra Aviation Holdings, LLC,
pursuant to (i) the Agreement for the Sale and Purchase of Certain
Assets of Voyager, dated July 17, 2023, a copy of which is attached
hereto as Exhibit C (the "Purchase Agreement," and the transactions
contemplated thereunder, the "Azorra Aircraft Sale") and (ii) the
Agreement for Participation and Sale and Implementation of Related
Transactions for MSN 63695 Assets and MSN 63781 Assets, dated July
17, 2023, a copy of which is attached hereto as Exhibit D (the
"Participation Agreement") (the transactions contemplated by the
Purchase Agreement and the Participation Agreement, the "Azorra
Transaction"), and (b) the other restructuring transactions in
accordance with the restructuring support agreement, dated July 27,
2023, a copy of which is attached hereto as Exhibit B (the
"Restructuring Support Agreement"), among certain Debtors and their
key stakeholders.
The Plan, pursuant to the Restructuring Support Agreement, is
supported by holders 77% of the Secured Notes Claims and 71% of the
Cayenne Preferred Interests and the VAH Interests.
The entry into the agreements memorializing the Azorra Transaction
and the other restructuring transactions follows months of
strategic planning and managing difficult headwinds, including the
COVID-19 pandemic, the Russian invasion of Ukraine, rising interest
rates and record levels of inflation, and the impact of legacy
accounting issues. The impact of these events on the Company's
overall financial condition coupled with the legacy accounting
issues and related delays in delivery of the Company's 2021 audited
financials, caused a ripple of defaults under the Company's
aircraft financing facilities. In late 2022, with the unanimous
support of the Company's board of managers (the "Board"), the
Company retained Greenhill & Co., LLC ("Greenhill") to assist with
liability management and explore strategic alternatives. After
determining that other restructuring alternatives were not
feasible, the Board directed Greenhill to pursue a marketing and
sale process for the Company's assets.
Over three months, Greenhill engaged in a robust and comprehensive
marketing process -- soliciting bids from over sixty potential
bidders, executing over thirty non-disclosure agreements, and
conducting a competitive bidding process with two rounds of
bidding. Of the thirteen potential bidders that participated in the
first round, the Debtors invited eight to submit best and final
offers in a second round. Six bidders submitted second round bids
(four bids for substantially all the aircraft and two bids for a
subset), and the Company determined that the bid from the Purchaser
was the highest and best. The Board, without objection, directed
the Company to pursue the transaction with the Purchaser.
Thereafter, the Company engaged in intense, arm's length, and good
faith negotiations with the Purchaser culminating with the Company
entering the Purchase Agreement and the Participation Agreement.
As described in the Disclosure Statement, (i) under the Purchase
Agreement, the Company has agreed to, among other things, the sale
of substantially all of its assets, including, without limitation,
fourteen aircraft, associated aircraft records, warranty
agreements, and lease documents -- including the novation of the
aircraft leases -- and contractual rights to acquire five
additional aircraft, certain contracts, as well as certain rights
appurtenant to the foregoing in exchange for a base price of $743.5
million, subject to adjustment as provided in the Purchase
Agreement; and (ii) under the Participation Agreement, the Company
has agreed to grant the Purchaser certain participation interests
in and to the Participation Assets (as defined in the Participation
Agreement) related to the two aircraft detained in Russia and
related insurance policies.
The Debtors believe that the Azorra Transaction and the Plan
provide the best opportunity for the Debtors to maximize value for
their creditors, including by (i) satisfying in full the Aircraft
Financing Facilities Claims against the Aircraft Selling Entities
whose Aircraft are sold pursuant to the Purchase Agreement, (ii)
providing significant recoveries to holders of Secured Notes
Claims, (iii) providing a pool to be shared ratably among holders
of Convenience/Go-Forward Trade Claims whose holders either provide
services that the Debtors have determined are critical to the
consummation of the Azorra Transaction and/or during the
post-confirmation transition period or whose claims are so small as
to be administratively burdensome and which claims and might not
otherwise receive any recovery, and (iv) preserving jobs of the
Debtors' employees.
The Debtors believe that the compromises and settlements
contemplated by the Plan are fair and equitable and maximize the
value of the Estates and recoveries to the holders of Allowed
Claims. The proposed implementation process facilitates an
efficient path to confirmation of the Plan and timely emergence
from chapter 11 in compliance with the requirements of due process.
A prolonged stay in chapter 11 would likely result in the
termination of the Purchase Agreement and the Participation
Agreement, the need to remarket and/or liquidate the Debtors'
assets in less favorable and rushed circumstances and would
significantly increase administrative costs and decrease confidence
among the Debtors' employees, airline lessees, trade creditors and
other key stakeholder groups.
Accordingly, the Purchase Agreement and the Restructuring Support
Agreement contain certain milestones intended to facilitate the
Debtors' swift emergence from chapter 11, including entry of an
order approving the Azorra Aircraft Sale, including under the Plan,
by November 30, 2023. To mitigate against the risk of the Azorra
Transaction terminating due to any delays in confirming the Plan,
the Debtors may instead implement the Azorra Transaction through a
363 sale (the "363 Sale Alternative") at either the Company's
election or automatically, if confirmation of the Plan is not
secured by November 20, 2023 or if all closing conditions required
to effectuate the first aircraft closing (other than actions
required to be taken by aircraft lessees or other third parties in
connection with the delivery of aircraft at such first aircraft
closing) under the Purchase Agreement are not satisfied by November
30, 2023. As a result, the Debtors also filed motions seeking
approval of the Azorra Transaction pursuant to sections 363 and 365
of the Bankruptcy.
Code if the 363 Sale Alternative is triggered. The Debtors'
proposed path forward maximizes value for the benefit of all
parties in interest and ensures that the value derived from their
strategic planning and extensive marketing process can be captured,
regardless of whether the Azorra Transaction is implemented through
the Plan or a sale under sections 363 and 365 of the Bankruptcy
Code.
The restructuring transactions embodied in the Plan, Purchase
Agreement, Participation Agreement, and Restructuring Support
Agreement are a significant achievement for the Company. The
Debtors strongly believe that consummation of the Plan, the
Purchase Agreement, and the Participation Agreement are in the best
interests of each Debtor's estate, represents the best available
alternative at this time, and allows for a fair distribution of the
Azorra Transaction's proceeds to the holders of Allowed Claims
consistent with the provisions of the Bankruptcy Code. Under the
Restructuring Support Agreement, subject to the terms thereof, the
holders of over 77% of the Secured Notes Claims have agreed to vote
in favor of the Plan. For these reasons, the Debtors believe that
the Azorra Transaction provides the best opportunity to maximize
the value of the Company's platform for the benefit of the Debtors'
creditors and strongly recommend that holders of Claims entitled to
vote on the Plan vote to accept the Plan.
Under the Plan, holders of 6a General Unsecured Claims against
Aircraft Selling Debtors will receive payment in full in cash from
the applicable Allocated Purchase Price reasonably promptly after
the Completion Date (or applicable sale date for aircraft that are
not Target Assets) for the applicable aircraft owned by such
Aircraft Selling Debtor. Creditors will recover 100% of their
claims. Class 6a is unimpaired.
Class 6b General Unsecured Claims against Other Debtors, solely to
the extent that there are Remaining Distributable Assets available
after satisfaction of all senior Claims in accordance with the
Plan, then, at such times that there are Remaining Distributable
Assets for distribution to Claims in Class 6b, as determined by the
Plan Administrator, holders of Claims in Class 6b will receive,
subject to Section II.F of the Plan, a distribution from Remaining
Distributable Assets. Creditors will recover 0% of their claims.
Class 6b is impaired.
Class 6c General Unsecured Claims against Participation Debtors,
solely to the extent that there are Remaining Distributable Assets
available after satisfaction of all senior Claims in accordance
with the Plan, then, at such times that there are Remaining
Distributable Assets for distribution to Claims in Class 6c, as
determined by the Plan Administrator, holders of Claims in Class 6c
will receive, subject to Section II.F of the Plan, a distribution
from Remaining Distributable Assets. Creditors will recover 0% of
their claims. Class 6c is impaired.
In accordance with the terms of the Purchase Agreement, following
the Effective Date of the Plan, the applicable Debtors and the
other Aircraft Selling Entities shall consummate the transfer of
the applicable Aircraft to the Purchaser in accordance with the
Completion Plan, which sets forth with respect to each Aircraft the
steps for repayment of the respective Aircraft Financing Facility
Claims relating to each Aircraft, and the transfer of such Aircraft
and associated Lease Documents, or in the case of an Undelivered
Aircraft (as defined in the Purchase Agreement), any sale agreement
or other Lease Document, to Purchaser. As set forth in the Purchase
Agreement, the transfer of each Aircraft shall constitute a
separate closing of the sale of such Aircraft to the Purchaser and
upon such closing the proceeds of the applicable Allocated Purchase
Price with respect to the Aircraft shall be used to satisfy the
Allowed Claims at the applicable Aircraft Selling Entity. With
respect to aircraft of an Aircraft Selling Debtor that are not
Target Assets, such aircraft shall be sold pursuant to a separate
sale order and the proceeds of such aircraft shall be used to
satisfy the Allowed Claims of the applicable Aircraft Selling
Debtor. The balance of the proceeds received after satisfaction of
such Allowed Claims shall be used to, subject to establishment of a
Disputed Claims Reserve, fund (1) the Winddown Amount, (2) the
Convenience/Go-Forward Trade Claims Recovery Pool, and (3) the
Professional Fee Escrow and thereafter to make interim
Distributions to holders of Allowed Secured Notes Claims, as soon
as reasonably practicable thereafter.
The Distributions to the holders of Allowed Claims in Classes 3a
and 6a will be funded in Cash from the Allocated Purchase Price
with respect to the aircraft of the applicable Aircraft Selling
Debtors. Distributions to holders of Allowed Claims in Class 3b
shall be made in accordance with the terms of the Participation
Agreement and, as applicable, the Participation Consents. All other
Distributions on account of Allowed Claims entitled to a
distribution under Section II.C. of the Plan shall be made from the
Remaining Distributable Assets, which shall be comprised of: (i)
Cash on hand at the Debtors, (ii) the remaining Azorra Transaction
Proceeds after satisfying Allowed Aircraft Financing Facility
Claims of the Aircraft Selling Entities, (iii) liquidation of the
Other Assets and shall be subject to the funding of (1) the
Winddown Amount, (2) the Convenience/Go-Forward Trade Claims
Recovery Pool and (3) the Professional Fee Escrow.
On the Effective Date, the Winddown Assets shall vest in the
Winddown Debtors. The Winddown Debtors shall continue to exist
after the Effective Date solely for the purposes of (i) completing
the transfer of the Target Asset in connection with applicable
Completion Date and collecting the Allocated Purchase Price for
distribution in accordance with the terms hereof and the Purchase
Agreement, (ii) liquidating, collecting and maximizing the Cash
value of the Remaining Distributable Assets, (iii) making all
Distributions on account of Allowed Claims in accordance with the
terms of the Plan and (iv) performing their respective obligations
under the Purchase Agreement and the Participation Agreement, as
applicable. The Plan Administrator shall be authorized to merge,
consolidate, or dissolve any of the Winddown Debtors, as the Plan
Administrator deems appropriate. Except to the extent necessary to
complete the wind-down, effectuate the Azorra Transaction and/or to
perform their respective obligations under the Purchase Agreement
and the Participation Agreement, as applicable, from and after the
Effective Date, the Winddown Debtors (a) for all purposes, shall be
deemed to have withdrawn the Debtors' business operations from any
state or province or foreign jurisdiction in which the Debtors were
previously conducting, or are registered or licensed to conduct,
their business operations, and shall not be required to file any
document, pay any sum, or take any other action to effectuate such
withdrawal and (b) shall not be liable to any taxing authority for
franchise, business, license, or similar taxes accruing on or after
the Effective Date; provided, that the foregoing shall not preclude
the Plan Administrator from taking any action necessary to dissolve
or wind down any Winddown Debtor pursuant to any dissolution,
winding down or similar proceeding.
The Debtors, subject to the terms of the Restructuring Support
Agreement, reserve the right to modify the Plan, either before or
after the Confirmation Date, to make nonmaterial mechanical changes
to provide for the establishment of a liquidating trust and such
liquidating trust would hold and wind down the Winddown Debtors,
should the Debtors determine, in their discretion, that a
liquidating trust would more efficiently wind down the Estates.
If established, except with respect to any Winddown Assets
attributable to the Disputed Claims Reserve, the Liquidating Trust
shall be a liquidating grantor trust for the purpose of liquidating
and distributing the Winddown Assets (except to the extent
attributable to the Disputed Claims Reserve) to the holders of
Liquidating Trust Interests in accordance with the Plan and
Treasury Regulation Section 301.7701-4(d), with no objective to
continue or engage in the conduct of a trade or business. The
Liquidating Trust Interests will be distributed to those entities
otherwise entitled to receive the proceeds of the Remaining
Distributable Assets in accordance with the priorities set forth in
Section II of the Plan. All parties and holders of Liquidating
Trust Interests shall treat the transfers in trust described in the
Plan as transfers to the holders of Liquidating Trust Interests for
all purposes of the Internal Revenue Code of 1986, as amended
(including, sections 61(a)(12), 483, 1001, 1012, and 1274). All the
parties and holders of Liquidating Trust Interests shall treat the
transfers in trust as if all transferred assets, including all
assets of the Liquidating Trust (other than any Winddown Assets
attributable to the Disputed Claims Reserve), had been first
transferred to the holders of Liquidating Trust Interests and then
transferred by the holders of Liquidating Trust Interests to the
Liquidating Trust. The holders of Liquidating Trust Interests shall
be treated for all purposes of the Internal Revenue Code of 1986,
as amended, as the grantors of the Liquidating Trust and the owners
of the Liquidating Trust. The trustee of the Liquidating Trust
shall file returns for the Liquidating Trust as a grantor trust
pursuant to Treasury Regulation section 1.671-4(a) or (b). All
parties, including the holders of Liquidating Trust Interests and
the trustee of the Liquidating Trust shall value the assets of the
Liquidating Trust consistently (other than any Winddown Assets
attributable to the Disputed Claims Reserve) and such valuations
shall be used for all federal income tax purposes.
Proposed Counsel to all Debtors and Debtors in Possession other
than the Participation Debtors:
Samuel A. Khalil, Esq.
Lauren C. Doyle, Esq.
Brian Kinney, Esq.
Edward R. Linden, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Proposed Counsel to the Participation Debtors:
Cameron A. Gee, Esq.
Michael J. Edelman, Esq.
Justine Chilvers, Esq.
William W. Thorsness, Esq.
VEDDER PRICE P.C.
1633 Broadway, 31st Floor
New York, NY 10019
Telephone: (212) 407-7700
Facsimile: (212) 407-7799
A copy of the Disclosure Statement dated August 4, 2023, is
available at bit.ly/440dCzp from PacerMonitor.com.
About Voyager Aviation Holdings
Voyager Aviation Holdings, LLC, is a privately held aviation
investment firm and commercial aircraft leasing company. The
Company's main leasing operations are led out of Dublin, Ireland,
and the Company has corporate offices in Stamford, CT. It
currently has a small team of 13 full-time employees split between
Europe and the U.S. As of the Petition Date, the Company owned 18
aircraft, most of which are widebody aircraft and 16 of which are
currently on lease to 7 airline customers.
Voyager Aviation Holdings and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 23-11177) on July 27, 2023. In the petition signed by
Michael Sean Ewing, chief financial officer, Voyager disclosed up
to $10 billion in both assets and liabilities.
Debtors Aetios Aviation Leasing 1 Limited, Aetios Aviation Leasing
2 Limited, Panamera Aviation Leasing XII Designated Activity
Company, and Panamera Aviation Leasing XIII Designated Activity
Company are designated as the "Participation Debtors" in court
filings.
Judge John P. Mastando III oversees the cases.
The Debtors tapped Milbank LLP as counsel, FTI Consulting Inc. as
financial advisor, Greenhill & Co., LLC as investment banker and
financial advisor, Kurtzman Carson Consultants LLC as claims and
noticing agent, KPMG LLP as tax restructuring advisor, and Vedder
Price LLP as special merger and acquisition and aircraft level
financing counsel.
VOYAGER AVIATION: Seeks Approval of Disclosure Statement
--------------------------------------------------------
Voyager Aviation Holdings, LLC, et al., seek entry of an order: (i)
approving (a) the Disclosure Statement for Joint Chapter 11 Plan of
Voyager Aviation Holdings, LLC et al. filed contemporaneously
herewith, (b) the form of solicitation package to be sent to the
holders of Claims and Interests and (c) forms of various notices to
be sent to various parties in interest in connection with the
Confirmation Hearing, (ii) establishing (a) solicitation and notice
procedures,(b) procedures for temporarily allowing claims for
voting purposes, and (c) noticing and objection procedures, and
(iii) scheduling the Confirmation Hearing.
A hearing on the Motion is slated for Sept. 20, 2023 at 10:00 AM at
Courtroom 501 (JPM). Responses are due by Sept. 6, 2023.
As further described in the first day declaration of Chief
Restructuring Officer Robert A. Del Genio, the Debtors have
commenced these chapter 11 cases to consummate a sale of
substantially all of the Company's assets (the "Azorra
Transaction") to Azorra Explorer Holdings Limited (the
"Purchaser"). The Azorra Transaction is the culmination of months
of strategic planning and negotiations, including evaluating
various alternatives, extensively marketing the Company's assets,
and heavily negotiating transaction terms. The Debtors have entered
into a restructuring support agreement with respect to a
prearranged chapter 11 plan supported by the Company's largest
stakeholder, to implement the Azorra Transaction.
After years of managing difficult headwinds, the Azorra Transaction
and the Plan together provide the best opportunity for the Company
to maximize value for creditors across its capital structure.
The Debtors ask the Court to approve, subject to the Court's
availability, the following dates and deadlines, with respect to
confirmation of the Plan:
* The Disclosure Statement objection deadline will be on Sept. 6,
2023, at 4:00 p.m.
* The voting record date will be on Sept. 13, 2023.
* The deadline to file a reply to Disclosure Statement
objection(s) will be on Sept. 13, 2023, at 12:00 p.m.
* The Disclosure Statement hearing will be on Sept. 20, 2023, at
10:00 a.m.
* The solicitation commencement deadline is 5 business days
following entry of the Disclosure Statement Order.
* The publication deadline is 5 business days following entry of
the Disclosure Statement Order.
* The Rule 3018(a) Motion deadlines will be on October 12, 2023,
at 4:00 p.m.
* The deadline to distribute notices of potential assumption and
assignment and related Cure Costs and notices of potential
rejection will be on October 13, 2023.
* The Plan supplement filing deadline will be on October 13,
2023.
* The voting deadline will be on Oct. 25, 2023, at 4:00 p.m.
* The Opt-Out deadline will be on Oct. 25, 2023, at 4:00 p.m.
* The deadline to file voting report will be on October 30,
2023.
* The deadline to object to assumption or rejection will be on
Oct. 27, 2023, at 4:00 p.m.
* The Plan objection deadline will be on Oct. 27, 2023, at 4:00
p.m.
* The deadline to file a confirmation brief and plan reply will
be on Nov. 1, 2023, at 12:00 p.m.
* The confirmation hearing date will be on Nov. 8, 2023, at 10:00
a.m.
Proposed Counsel to all Debtors other than the Participation
Debtors:
Samuel A. Khalil, Esq.
Lauren C. Doyle, Esq.
Brian Kinney, Esq.
Edward R. Linden, Esq.
MILBANK LLP
55 Hudson Yards
New York, NY 10001
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
Proposed Counsel to the Participation Debtors:
Cameron A. Gee, Esq.
Michael J. Edelman, Esq.
Justine Chilvers, Esq.
William W. Thorsness, Esq.
VEDDER PRICE P.C.
1633 Broadway, 31st Floor
New York, NY 10019
Telephone: (212) 407-7700
Facsimile: (212) 407-7799
About Voyager Aviation Holdings
Voyager Aviation Holdings, LLC, is a privately held aviation
investment firm and commercial aircraft leasing company.
Voyager Aviation Holdings and its affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead
Case No. 23-11177) on July 27, 2023. In the petition signed by
Michael Sean Ewing, chief financial officer, Voyager disclosed up
to $10 billion in both assets and liabilities.
Debtors Aetios Aviation Leasing 1 Limited, Aetios Aviation Leasing
2 Limited, Panamera Aviation Leasing XII Designated Activity
Company, and Panamera Aviation Leasing XIII Designated Activity
Company are designated as the "Participation Debtors" in court
filings.
Judge John P. Mastando III oversees the cases.
The Debtors tapped Milbank LLP as counsel, FTI Consulting Inc. as
financial advisor, Greenhill & Co., LLC as investment banker and
financial advisor, Kurtzman Carson Consultants LLC as claims and
noticing agent, KPMG LLP as tax restructuring advisor, and Vedder
Price LLP as special merger and acquisition and aircraft level
financing counsel.
WEWORK COS: S&P Lowers ICR to 'CCC' on Going-Concern Qualification
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on WeWork Cos.
LLC to 'CCC' from 'CCC+', its issue-level rating on its $525
million first-lien notes to 'CCC+' from 'B-', its issue-level
rating on its $687 million second-lien exchange notes to 'CCC-'
from 'CCC', and its issue-level rating on its 7.875% unsecured
notes to 'CCC-' from 'CCC'.
The negative outlook reflects that S&P could lower its rating on
the company in the next 12 months if it believes a default is
imminent.
WeWork's going-concern warning, weaker demand, and board departures
increase the near-term probability of a default. On Aug. 9, 2023,
as part of its quarterly financial reporting, auditors cast
substantial doubt around the company's ability to continue as a
going concern due to its recent losses, stemming from
higher-than-expected member churn and weaker demand, and projected
cash needs over the next 12 months. WeWork's ability to continue as
a going concern is contingent upon its successful execution of a
remediation plan, which includes reducing its rent and tenancy
expense by implementing additional restructuring actions and
negotiating more favorable lease terms, reducing member churn and
increasing new sales, controlling costs, and seeking additional
capital. S&P now believes there is a higher probability that the
company will default in the next 12 months. In S&P's view, this
information could also expose WeWork to reputational damage and,
consequentially, lead its existing customers or new prospects to
delay, cancel, or shorten their business relationships with the
firm.
In addition, the company recently announced the departure of three
board members due to disagreements about its governance and
direction. The recent departure of board members and senior-level
executives, including the CEO, further complicates WeWork's
short-term plans and increases its execution risk. The company
subsequently hired replacement board members that have expertise in
managing corporate restructurings. S&P believes WeWork could pursue
a distressed restructuring or face a payment default in the next 12
months if it does not make sufficient progress toward reducing its
costs and boosting demand.
The negative outlook reflects that S&P could lower its rating on
WeWork in the next 12 months if it believes a default is imminent.
YARDBOYS AND YARDGIRLS: Unsecureds Owed $49K to Get 37% of Claims
-----------------------------------------------------------------
Yardboys and Yardgirls, LLC submitted a Plan and a Disclosure
Statement dated August 4, 2023.
General unsecured creditors are classified in Class 3, and will
receive a distribution of approximately 37% of their allowed
claims, to be distributed as follows: $1,500 shall be paid on a
pro-rata basis to Allowed General Unsecured Claims in quarterly
installments over 36 months, with the first quarterly installment
due on Oct. 1, 2023, and with a final quarterly installment due on
July 1, 2026. The Debtor proposes to make the payments proposed in
its Plan from its continuing operations in providing commercial and
residential landscaping maintenance services throughout the
Triangle area.
Under the Plan, Class 3 General Unsecured Class, the Debtor
believes that Allowed General Unsecured Claims total $48,899, if
the claim of Thread Capital, described in Class 1Bn, is included.
The Debtor proposes to satisfy this class by paying a total of
$18,000.00. This amount will pay Allowed General Unsecured Claims
approximately 37% of each claim. Said payments will be made in
equal quarterly installments of $1,500.00, over three years, on a
pro-rata basis, with the first quarterly installment due on October
1, 2023 and the final quarterly installment due on July 1, 2026.
Class 3 is impaired.
The Debtor expects to receive gross monthly receipts in the amount
of $11,200.00 for the next few months. The Debtor expects revenues
to increase over time, such that it will always generate at least
as much net revenue to fund this Plan as when the Plan is filed.
A copy of the Disclosure Statement dated August 4, 2023, is
available at bit.ly/3DLSORj from PacerMonitor.com.
About Yardboys and Yardgirls
Yardboys and Yardgirls, LLC, sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01858) on
July 5, 2023, with up to $100,000 in assets and up to $500,000 in
liabilities. Victor Scott, member, signed the petition.
Judge David M. Warren oversees the case.
Danny Bradford, Esq., at Bradford Law Offices, is the Debtor's
legal counsel.
YELLOW CORP: Reports $14.7M Net Loss in 2nd Quarter 2023
--------------------------------------------------------
Yellow Corporation reported results for the second quarter ended
June 30, 2023. Operating revenue was $1.127 billion and operating
income was $38.9 million which included a $75.9 million gain on
property disposals. In comparison, operating revenue in the second
quarter of 2022 was $1.424 billion and operating income was $99.2
million which included a $3.2 million net gain on property
disposals.
Net loss for second quarter 2023 was $14.7 million, or $0.28 per
share, compared to net income of $60.0 million, or $1.17 per share
in the second quarter 2022.
Following a substantial workforce reduction impacting all areas of
the organization, on Aug. 6, the Company and its domestic
subsidiaries filed voluntary petitions (the "Chapter 11 Cases") in
the United States Bankruptcy Court for the district of Delaware
seeking relief under Chapter 11 of Title 11 of the United States
Bankruptcy Code.
About Yellow Corp
Yellow Corporation (NASDAQ: YELL) -- www.myyellow.com -- operates
logistics and less-than-truckload (LTL) networks in North America,
providing customers with regional, national, and international
shipping services throughout. Yellow's principal office is in
Nashville, Tenn., and is the holding company for a portfolio of LTL
brands including Holland, New Penn, Reddaway, and YRC Freight, as
well as the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp had
$2,152,200,000 in total assets against $2,588,800,000 in total
liabilities. The petitions were signed by Matthew A. Doheny as
chief restructuring officer.
Kirkland & Ellis LLP is serving as the Company's restructuring
counsel, Pachulski Stang Ziehl & Jones LLP is serving as the
Company's Delaware local counsel, Kasowitz, Benson and Torres LLP
is serving as special litigation counsel, Goodmans LLP is serving
as the Company's special Canadian counsel, Ducera Partners LLC is
serving as the Company's investment banker, and Alvarez and Marsal
is serving as the Company's financial advisor. Epiq Bankruptcy
Solutions serves as claims and noticing agent.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2023. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***