/raid1/www/Hosts/bankrupt/TCR_Public/230831.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, August 31, 2023, Vol. 27, No. 242
Headlines
1401 S. HANOVER: Case Summary & 15 Unsecured Creditors
217 NORTH: Seeks Approval to Tap Boyle Legal as Bankruptcy Counsel
540 WEST: Seeks to Hire Bryan Cave Leighton as Bankruptcy Counsel
540 WEST: Seeks to Hire Chipman Brown Cicero as Delaware Counsel
560 SEVENTH AVENUE: U.S. Trustee Unable to Appoint Committee
6 to 9 DENTAL TEXAS: Voluntary Chapter 11 Case Summary
ACTUARIAL ESTATE: Case Summary & Four Unsecured Creditors
ADVANCED PAIN: Unsecureds Owed $4.8M to Get 2% of Claims
AEARO TECH: 3M Settles Combat Arms Earplug Litig. for $6-Bil.
AEROFARMS INC: Gets OK to Hire SecondBloom as Auctioneer
AN GLOBAL: Additional Affiliates' Voluntary Case Summary
APPHARVEST PRODUCTS: $24MM New Money DIP Loan Wins Final OK
ARTS DISTRICT: Seeks to Hire Steven Yarmy as Bankruptcy Attorney
AVANT DIAGNOSTICS: Involuntary Chapter 11 Case Summary
AVERY ASPHALT: Class 4 Unsecureds Owed $5.9M to Get $85K
AVISON YOUNG: Moody's Lowers CFR to 'Caa2', Outlook Negative
BALADE YOUR WAY: Case Summary & 18 Unsecured Creditors
BAOBURG INC: Jolene Wee Named Subchapter V Trustee
BH 7904 11 FLR: Gets OK to Hire Compass Florida as Realtor
BKLYN3 LLC: Oct. 5 Hearing on Disclosure Statement
BLITMAN SARATOGA: Unsecureds Owed $750K to Get 50% of Claims
BOXED INC: Updates Other Secured Claims; Amends Plan
CENTERPOINT RADIATION: U.S. Trustee Appoints Tamar Terzian as PCO
CHEFS' WAREHOUSE: Moody's Affirms B2 CFR, Outlook Remains Positive
COMPREHENSIVE PAIN: PCO Submits First Report
CONVERGEONE HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative
CTLC LLC: Seeks to Hire Tydings & Rosenberg as Legal Counsel
DEAN GUTIERREZ: Taps Law Office of Antonio Martinez Jr. as Counsel
DIAMOND SPORTS: Sinclair Broadcast Wants Speedy Separation from Co.
DIGIPATH INC: Posts $294K Net Income in Third Quarter
DIGITAL MEDIA: Incurs $47.5 Million Net Loss in Second Quarter
DIOCESE OF OGDENSBURG: Hires Blank Rome as Insurance Counsel
DIOCESE OF OGDENSBURG: Hires Bond Schoeneck & King as Counsel
DIOCESE OF OGDENSBURG: Hires Costello Cooney as Special Counsel
DIOCESE OF OGDENSBURG: Hires Schwerzmann & Wise as Special Counsel
DIOCESE OF OGDENSBURG: Seeks to Hire Pinto Mucenski as Accountant
DISPATCH SUPPORT: Voluntary Chapter 11 Case Summary
DREAM FINDERS: Moody's Assigns B2 CFR & Rates $300MM Unsec Notes B2
EKSO BIONICS: Inks Fifth Amendment to Pacific Loan Agreement
ELITE LIMOUSINE: Voluntary Chapter 11 Case Summary
ELMER ANGELO: Case Summary & 20 Largest Unsecured Creditors
ENCINO TOWERS: U.S. Trustee Unable to Appoint Committee
EVENT PROMOTION: Voluntary Chapter 11 Case Summary
FANJOY CO: Taps Eventus Advisory Group as Financial Advisor
FEDNAT HOLDING: US Trustee Wants Separate Disclosures
FR-AM TWO: Park Avenue Property Up for Sale on October 11
GARCIA GRAIN: CRO Seeks to Hire Kay B. Walker as Counsel
GAV REST: Unsecureds Will Get 100% of Claims over 5 Years
GOLDEN Z LLC: Court Confirms Third Amended Plan
GOLDMAKER INC: Asks Dec. 27 Extension of Plan Filing Deadline
GREAT CATERERS: Case Summary & 20 Largest Unsecured Creditors
GRIFFON MONKEY: Public Auction Slated for Sept. 13
GRUPO HIMA: Gets OK to Hire Epiq as Claims and Noticing Agent
GRUPO HIMA: Hires Ankura Consulting to Provide CRO, RO & AT
GRUPO HIMA: Seeks Approval to Hire Lugo Mender Group as Attorney
HEARTBRAND HOLDINGS: Court Confirms Reorganization Plan
HERITAGE POWER: Unsecureds to Get 0.346% Under Plan
HOSPITALITY INVESTMENT: Case Summary & 13 Unsecured Creditors
HUMANIGEN INC: Needs More Time to Complete Quarterly Report
IGIT LOGISTICS: Has Until Oct. 28 to File Plan & Disclosures
IMEDIA BRANDS: Committee Taps Gellert Scali as Conflicts Counsel
IMPEL PHARMACEUTICALS: May Seek Chapter 11 Bankruptcy Protection
IRON HORSE: Melissa Haselden Named Subchapter V Trustee
K3B ENTERPRISES: U.S. Trustee Unable to Appoint Committee
KNOW LABS: Incurs $3.6 Million Net Loss in Third Quarter
LCOR ALEXANDRIA: Moody's Lowers Rating on 2001E Bonds to 'Caa1'
LEMONKIND LLC: Ruediger Mueller Named Subchapter V Trustee
MALINKI SLONIK: Oct. 18 Hearing on Disclosure Statement
MAVENIR SYSTEMS: Moody's Cuts CFR & Secured 1st Lien Loans to Caa1
MEGA SUNSET: Case Summary & Seven Unsecured Creditors
MERRILL PROPERTIES: John Whaley Named Subchapter V Trustee
MICROVISION INC: Incurs $20.6 Million Net Loss in Second Quarter
MIDWEST DOUGH: Donald Swanson Named Subchapter V Trustee
MODERN MEN: Oct. 18 Plan Confirmation Hearing Set
MOUROUX FAMILY: PCO Reports No Change in Patient Care Quality
MUSCLEPHARM CORP: UCC Says Drexler Raises Confirmation Issues
NATIVE WASHINGTONIAN: Case Summary & 15 Unsecured Creditors
NAUTICAL MARINE: Kathleen DiSanto Named Subchapter V Trustee
NICE VIEW 82: October 18 Hearing on Disclosure Statement
OMNIQ CORP: Selected for $50M Project to Modernize Supply Chain
OPTIV INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
PARTY CITY HOLDCO: Anagram Skips Secured Notes Interest Payment
PAXE LATITUDE: Gets OK to Hire Paxe Latitude as Insurance Adjuster
PERFORMANCE FOOD: S&P Upgrades ICR to 'BB', Outlook Stable
PGX HOLDINGS: Unsecureds to Recover 1% to 50% in Joint Plan
PLOURDE SAND: GreenLake Opposes Disclosures Approval
PLOURDE SAND: Trustee Says Disclosures Inadequate
PRA GROUP: Moody's Puts 'Ba1' CFR Under Review for Downgrade
QAD REALTY: Seeks to Tap Law Office of James J. Rufo as Counsel
QITEK LABS: Stephen Moriarty Named Subchapter V Trustee
QUEBECOR MEDIA: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
RITE AID: S&P Lowers ICR to 'CCC-' on Increased Restructuring Risk
SAGO VENTURES: Kathleen DiSanto Named Subchapter V Trustee
SCOTTS MIRACLE-GRO: Moody's Cuts CFR to B1 & Unsecured Notes to B2
SOUKUS ROBOTS: Public Auction Set for September 20
SOUTH AMERICAN: Sept. 21 Hearing on Disclosure and Plan
SPECIALTY DENTAL: U.S. Trustee Appoints Thomas Mackey as PCO
SPI ENERGY: Incurs $2.6 Million Net Loss in Second Quarter
SSG LLC: Case Summary & Eight Unsecured Creditors
STEVE'S LAWNMOWER: Unsecureds Will Get 20% of Claims over 5 Years
SUNLAND MEDICAL: Case Summary & 30 Largest Unsecured Creditors
TELESAT CORP: Moody's Alters Outlook on 'Caa1' CFR to Stable
TEXAS CLT: Voluntary Chapter 11 Case Summary
TOMIA BEAUTY: Joseph Schwartz Named Subchapter V Trustee
TPT GLOBAL: Delays Filing of Form 10-Q for Period Ended June 30
TWENTY FIFTY: Case Summary & Five Unsecured Creditors
UPTOWN HOLDINGS: Case Summary & Three Unsecured Creditors
VESTTOO LTD: Hits Chapter 11 Bankruptcy Protection
VIVOS REAL ESTATE: Seeks to Extend Plan Deadline to Sept. 1
VOYAGER AVIATION: Seeks to Hire KPMG as Tax Services Providers
WE ROCK LTD: Property Sale Proceeds to Fund Plan
WESCO AIRCRAFT: Taps PwC To Provide Tax Restructuring Services
WESTERN URANIUM: Incurs $1.1 Million Net Loss in Second Quarter
ZIP MAILING: Unsecureds Will Get 4% of Claims over 5 Years
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1401 S. HANOVER: Case Summary & 15 Unsecured Creditors
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Debtor: 1401 S. Hanover Street, LLC
5020 Bee Frances Way
Clarksville MD 21029
Business Description: The Debtor is part of the residential
building construction industry.
Chapter 11 Petition Date: August 30, 2023
Court: United States Bankruptcy Court
District of Maryland
Case No.: 23-16133
Debtor's Counsel: Addison J. Chappell, Esq.
MILES & STOCKBRIDGE P.C.
100 Light Street
Baltimore MD 21202
Tel: 410-385-3481
Email: achappell@milesstockbridge.com
Total Assets: $630,752
Estimated Liabilities: $1 million to $10 million
The petition was signed by Patricia B. Jefferson, Ch. 11 Trustee of
G.D. III, Inc., Managing Member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VB7BPWQ/1401_S_Hanover_Street_LLC__mdbke-23-16133__0001.0.pdf?mcid=tGE4TAMA
217 NORTH: Seeks Approval to Tap Boyle Legal as Bankruptcy Counsel
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217 North Washington Street LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of New York to hire
Boyle Legal, LLC as its counsel.
The Debtor requires legal counsel to:
(a) give advice with respect to the powers and duties of the
Debtor in the continued operation of its business and in its
management of its property;
(b) take necessary actions to avoid liens against the Debtor's
property, remove restraints against the property and such other
actions to remove any encumbrances and liens;
(c) take necessary action to enjoin and stay until final
decree any attempts by secured creditors to enforce liens upon
property of the Debtor;
(d) represent the Debtor in any proceedings which may be
instituted in this court by creditors or other parties during the
course of the Chapter 11 proceeding;
(e) prepare legal papers; and
(f) perform all other legal services.
Michael Boyle, Esq., a partner at Boyle Legal, will be paid at his
hourly rate of $325.
The firm received an initial retainer of $9,000 from the Debtor.
Mr. Boyle 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 L. Boyle, Esq.
BOYLE LEGAL, LLC
64 2nd Street
Troy, NY 12180
Telephone: (518) 407-3121
Email: mike@boylebankruptcy.com
About 217 North Washington Street
217 North Washington Street LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
23-60503) on July 14, 2023, listing $100,001 to $500,000 in both
assets and liabilities. Michael Leo Boyle, Esq. at Boyle Legal, LLC
represents the Debtor as counsel.
540 WEST: Seeks to Hire Bryan Cave Leighton as Bankruptcy Counsel
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540 West 21st Street Holdings LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Bryan Cave
Leighton Paisner LLP as its bankruptcy counsel.
The firm will render these services:
a. advise, assist, and represent the Debtor with respect to
its rights, powers, duties, and obligations in the administration
of the Case, the disposition of assets, the management of the
Debtor's estate, and the collection, preservation, and
administration of assets;
b. advise, assist, and represent the Debtor in connection with
all applications, motions, or complaints concerning the Debtor or
its assets;
c. advise, assist, and represent the Debtor in connection (i)
with the sale or other dispositions of any assets of the estate;
(ii) employment of professionals to assist with regard thereto;
(iii) negotiations with prospective purchasers; (iv) the drafting
of appropriate contracts, instruments of conveyance, and other
documents with regard thereto; (v) the preparation, filing, and
service as required of appropriate motions, notices, and other
pleadings that are necessary; and (vi) the representation in
connection with the consummation and closing of any such
transaction;
d. assist the Debtor in all matters relating to plan drafting
and prosecution;
e. support and assist the Debtor with regard to the proper
receipt, disbursement, and accounting for funds and property of the
estate;
f. provide legal services of any nature as may be required by
the Debtor in conducting the affairs of its estate, protecting the
estate's assets, or in other necessary or appropriate activity;
g. prepare pleadings, applications, motions, reports, and
other papers incidental to the administration of the Case; and
h. in any other matter arising as part of the Debtor's
statutory duties.
The principal attorneys designated to represent the Debtor and
their current hourly rates are:
Jason J. DeJonker, Partner $995
William S. Hackney III, Counsel $725
Nicholas R. Marcus, Associate $760
William J. Easley, Associate $656
Sean B. O'Donovan Associate $525
Deborah A. Field, Paralegal $425
Bryan Cave currently holds a $210,000 retainer.
Jason J. DeJonker, Esq., a partner with Bryan Cave, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jason J. DeJonker, Esq.
BRYAN CAVE LEIGHTON PAISNER LLP
161 N. Clark Street, Suite 4300
Chicago, IL 60602
Tel: (312) 602-5000
Fax: (312) 602-5050
Email: jason.dejonker@bclplaw.com
About 540 West
540 West 21st Street Holdings LLC is headquartered in New York, NY
and is a real estate holding company formed specifically to
facilitate the financing and construction of a mixed-use
development at the Property.
540 West sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In the
petition signed by Noam Teltch as authorized signatory, the Debtor
disclosed up to $95,842,716 in assets and $256,664,374 in
liabilities.
Hon. Mary F. Walrath oversees the case.
The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel,
Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob
as chief restructuring officer, and Bankruptcy Management
Solutions, Inc. dba Stretto as claims agent.
540 WEST: Seeks to Hire Chipman Brown Cicero as Delaware Counsel
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540 West 21st Street Holdings LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Chipman Brown
Cicero & Cole, LLP as its Delaware counsel.
The firm's services include:
(a) providing legal advice with respect to the Debtor's powers
and duties as debtor-in-possession in the continued operation of
its business and management of its property;
(b) negotiating, drafting, and pursuing all documentation
necessary in this Chapter 11 Case;
(c) preparing on behalf of the Debtor all applications,
motions, answers, orders, reports, and other legal papers necessary
to the administration of the Debtor's estate;
(d) appearing in Court and protecting the interests of the
Debtor before the Court;
(e) assisting with any disposition of the Debtor's assets, by
sale or otherwise;
(f) negotiating and taking all necessary or appropriate
actions in connection with a plan or plans of reorganization and
all related documents thereunder and transactions contemplated
therein;
(g) attending all meetings and negotiating with
representatives of creditors, the United States Trustee, and other
parties-in-interest;
(h) providing legal advice regarding bankruptcy law, corporate
law, corporate governance, transactional, litigation, and other
issues to the Debtor in connection with the Debtor's ongoing
business operations; and
(i) performing all other legal services for and providing all
other necessary legal advice to the Debtor that may be necessary
and proper in this Chapter 11 Case.
The current hourly rates of principal attorneys and paralegals
proposed to represent the Debtor are as follows:
William Chipman $775
Mark D. Olivere $525
Edwin Leon $375
Renae M. Fusco $275
The firm received a retainer payment from the Debtor totaling
$50,000.
As disclosed in court filings, Chipman is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
William E. Chipman Jr., Esq.
CHIPMAN BROWN CICERO & COLE, LLP
Hercules Plaza
1313 N. Market St., Suite 5400
Wilmington, DE 19801
Tel: (302) 295-0193
About 540 West
540 West 21st Street Holdings LLC is headquartered in New York, NY
and is a real estate holding company formed specifically to
facilitate the financing and construction of a mixed-use
development at the Property.
540 West sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In the
petition signed by Noam Teltch as authorized signatory, the Debtor
disclosed up to $95,842,716 in assets and $256,664,374 in
liabilities.
Hon. Mary F. Walrath oversees the case.
The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel,
Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob
as chief restructuring officer, and Bankruptcy Management
Solutions, Inc. dba Stretto as claims agent.
560 SEVENTH AVENUE: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The U.S. Trustee for Region 2 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of 560 Seventh Avenue Owner Primary, LLC.
About 560 Seventh Avenue Owner Primary
560 Seventh Avenue Owner Primary LLC wns and operates the
Margaritaville Resort Times Square Hotel located at 560 Seventh
Avenue, New York, NY.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11289) on August 12,
2023. In the petition signed by Stehian Pomerantz, president, the
Debtor disclosed $100 million to $500 million in both assets and
liabilities.
Judge Philip Bentley oversees the case.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP
represents the Debtor as legal counsel.
6 to 9 DENTAL TEXAS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: 6 to 9 Dental Texas, PLLC
2603 SE Military Dr. #103
San Antonio, TX 78223
Business Description: The Debtor offers comprehensive general
dentistry services.
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-51139
Debtor's Counsel: Jason Binford, Esq.
ROSS, SMITH & BINFORD, PC
2003 N. Lamar Blvd.
Suite 100
Austin, TX 78705
Tel: (512) 351-4778
Email: jason.binford@rsbfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Virginia Humphrey as manager.
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/KIAJMYQ/6_to_9_Dental_Texas_PLLC__txwbke-23-51139__0001.0.pdf?mcid=tGE4TAMA
ACTUARIAL ESTATE: Case Summary & Four Unsecured Creditors
---------------------------------------------------------
Debtor: Actuarial Estate PLLC
5135 MacArthur Blvd.
Suite B
Washington, DC 20016
Business Description: The Debtor is a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00241
Judge: Hon. Elizabeth L. Gunn
Debtor's Counsel: Frank Morris II, Esq.
LAW OFFICE OF FRANK MORRIS LLP
8201 Corporate Drive
Suite 260
Landover, MD 20785
Tel: 301-731-1000
Fax: 301-731-1206
Email: frankmorrislaw@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Marcus Sands as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/VK7HJLQ/Actuarial_Estate_PLLC__dcbke-23-00241__0001.0.pdf?mcid=tGE4TAMA
ADVANCED PAIN: Unsecureds Owed $4.8M to Get 2% of Claims
--------------------------------------------------------
Advanced Pain Medicine Institute, P.C., submitted an Amended
Chapter 11, Subchapter V, Plan of Reorganization.
Under the Plan, Class 9 Allowed General Unsecured Claims, the
Debtor will pay the Holders of Allowed Class 9 Claims, without
interest, their pro-rata share of all available projected
disposable income of the Debtor during the 60-month term of this
Plan. Class 9 General Unsecured Claims total approximately
$4,816,834.67. Distributions to Holders of Allowed Class 9 Claims
shall occur on December 15, 2024 (for the projected disposable
income from November-December, 2023 and for 2024), December 15,
2025 (for the projected disposable income for 2025), December 15,
2026 (for the projected disposable income for 2026), December 15,
2027 (for the projected disposable income for 2027) and September
30, 2028 (or with respect to the final payment, such other date
that is 60 months from the Effective Date of the Plan) (for the
projected disposable income for January of 2028-October of 2028),
for a total of $87,738.03, as set forth on the projections attached
to this Plan (Exhibit D-1). Holders of Class 9 General Unsecured
Claims will receive distributions equal to approximately 2% of
their Allowed Claims. Class 9 is impaired.
During the term of this Plan, in addition to recovery of any
Chapter 5 avoidance actions, the Debtor shall pay all projected
disposable income necessary for the performance of the Plan, which
disposable income is projected as set forth in attached Appendix
D-1.
An exhibit describing (a) the Debtor's projected disposable income
as defined by section 1191(d) of the Bankruptcy Code, (b) the
details supporting and the assumptions under which the Projections
were made, (c) the source and value of funds and assets available
for distribution under the Plan, and (d) a summary of payments
under the Plan are attached as Appendix D-2 through D-3.
Counsel for the Debtor:
Stephen A. Metz, Esq.
OFFIT KURMAN, P.A.
7500 Wisconsin Avenue, Suite 1000W
Bethesda, MD 20814
Tel: (240) 507-1723
E-mail: smetz@offitkurman.com
A copy of the Chapter 11, Subchapter V, Plan of Reorganization
dated August 18, 2023, is available at https://tinyurl.ph/wBsfS
from PacerMonitor.com.
About Advanced Pain Medicine Institute
Advanced Pain Medicine Institute, P.C., is a provider of medical
services in Chevy Chase, Md.
Advanced Pain Medicine Institute filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No.
23-12359) on April 5, 2023, with up to $500,000 in assets and up to
$10 million in liabilities. Lawrence A. Katz, Esq., at Hirschler
Fleischer, PC has been appointed as Subchapter V trustee.
Judge Lori S. Simpson oversees the case.
The Debtor tapped Stephen A. Metz, Esq., at Offit Kurman, PA as
legal counsel; and SPS Consulting, LLC and DeBlanc, Murphy &
Murphy, LLC as accountants.
AEARO TECH: 3M Settles Combat Arms Earplug Litig. for $6-Bil.
-------------------------------------------------------------
St. Paul, Minn.-based 3M (NYSE: MMM) has reached an agreement with
the court-appointed negotiating plaintiffs' counsel to resolve the
Combat Arms Earplug litigation against Aearo Technologies and 3M.
Under the agreement, 3M will contribute a total amount of $6.01
billion between 2023 and 2029, which is structured under the
agreement to include:
-- $5.01 billion in cash consideration; and
-- $1 billion in 3M common stock, par value $0.01 per share.
The actual amount, payment terms, and dates are subject to
satisfaction of certain participation thresholds claimants must
meet, including that at least 98% of individuals with actual or
potential litigation claims involving the CAE (calculated as
described in the Settlement) must have enrolled in the Settlement
and provided 3M with a full release of any and all claims involving
the CAE.
The Settlement contemplates that the shares of 3M common stock to
be issued in the Settlement, if and when issued, will be issued in
reliance on the exemption from registration provided by Section
3(a)(10) of the Securities Act of 1933, as amended.
This agreement, reached through a mediation process, is structured
to promote participation by claimants and is intended to resolve
all claims associated with the Combat Arms Earplug products. The
agreement includes all claims in the multi-district litigation in
Florida and in the coordinated state court action in Minnesota, as
well as potential future claims. The Florida and Minnesota courts
are entering orders to support implementation of the agreement.
3M said the agreement is not an admission of liability. 3M insists
the products at issue in this litigation are safe and effective
when used properly. 3M is prepared to continue to defend itself in
the litigation if certain agreed terms of the settlement agreement
are not fulfilled.
Financial Considerations
As a result of the agreement, the company will record a pre-tax
charge of approximately $4.2 billion in the third quarter of 2023,
representing the $5.3 billion pre-tax present value of
contributions under the agreement net of 3M's existing accrual of
approximately $1.1 billion related to this matter. This charge will
be reflected as an adjustment in arriving at 3M's results, adjusted
for special items. Additional details of the agreement, including
the anticipated payment schedules provided that certain conditions
are met, will be included in 3M's filings with the Securities and
Exchange Commission.
Aearo and 3M are actively engaged in insurance recovery activities
to offset a portion of the settlement payments, and Aearo initiated
insurance recovery litigation against its carriers in June related
to the litigation.
3M said the strength and stability of 3M's business model and
strong free cash flow capability, together with proven capital
markets access, provide financial flexibility to deploy capital to
meet its cash flow needs under this agreement and other commitments
and obligations.
A copy of the Combat Arms Settlement Agreement, dated August 29,
2023, between: (1) 3M Company and Aearo Technologies, LLC and (2)
the named Plaintiffs' Leadership In re Combat Arms Earplug Products
Liability Litigation, MDL No. 2885, U.S.D.C. for the Northern
District of Florida; and (3) the named Plaintiffs' Leadership in
the Minnesota coordinated state court action pending in the 4th
Judicial District, County of Hennepin, Minnesota, File No.
27-CV-19916, is available at:
https://tinyurl.com/269bya6p
The CAE Claimants' Counsel include:
Bryan F. Aylstock, Esq.
Aylstock, Witkin, Kreis & Overholtz, PLLC
17 East Main Street, Suite 200
Pensacola, FL 32502
E-mail: baylstock@awkolaw.com
- and -
Christopher A. Seeger, Esq.
Seeger Weiss LLP
55 Challenger Road
Ridgefield Park, NJ 07660
E-mail: cseeger@seegerweiss.com
- and -
Clayton A. Clark, Esq.
Clark, Love & Hutson, PLLC
440 Louisiana Street, Suite 1700
Houston, TX 77002
E-mail: CClark@triallawfirm.com
A copy of the Combat Arms Settlement Agreement For Verdict Cases
(Master Settlement Agreement II), dated August 29, 2023, between:
(1) 3M Company and Aearo Technologies, LLC and (2) the named
Plaintiffs' Leadership In re Combat Arms Earplug Products Liability
Litigation, MDL No. 2885, U.S.D.C. for the Northern District of
Florida; and (3) the named Plaintiffs' Leadership in the Minnesota
coordinated state court action pending in the 4th Judicial
District, County of Hennepin, Minnesota, File No. 27-CV-19916, is
available at:
https://tinyurl.com/bdhe6bjp
A copy of the Combat Arms Settlement Agreement For Wave Cases
(Master Settlement Agreement III), dated August 29, 2023, between:
(1) 3M Company and Aearo Technologies, LLC and (2) the named
Plaintiffs' Leadership In re Combat Arms Earplug Products Liability
Litigation, MDL No. 2885, U.S.D.C. for the Northern District of
Florida; and (3) the named Plaintiffs' Leadership in the Minnesota
coordinated state court action pending in the 4th Judicial
District, County of Hennepin, Minnesota, File No. 27-CV-19916, is
available at:
https://tinyurl.com/m3eav7hb
Plaintiff counsel in the Verdicts Settlement include:
Counsel for Plaintiff Luke E. and Jennifer Estes:
Adam Pulaski, Esq.
Katherine Cornell
PULASKI LAW FIRM, PLLC
2925 Richmond Ave., Ste 1725
Houston, TX 77098
Tel: (713) 664-4555
E-mail: kcornell@pulaskilawfirm.com
adam@pulaskilawfirm.com
Counsel for Plaintiff Stephen Hacker:
Evan D. Buxner, Esq.
GORI JULIAN & ASSOCIATES
156 North Main Street Edwardsville, IL 62025
Tel: (618) 659-9833
E-mail: evan@gorijulianlaw.com
- and -
Quinn Robert Wilson, Esq.
ONDER LAW LLC
110 E Lockwood Avenue Second Floor
St. Louis, MO 63119
Tel: (314) 963-9000
E-mail: wilson@onderlaw.com
Counsel for Plaintiff Lewis Keefer:
Brian Hugh Barr, Esq.
LEVIN PAPANTONIO
316 S Baylen Street, Suite 600
Pensacola, FL 32502
Tel: (850) 435-7045
E-mail: bbarr@levinlaw.com
- and -
Winston Troy Bouk, Esq.
LEVIN PAPANTONIO
316 S Baylen Street, Suite 600
Pensacola, FL 32502
Tel: (850) 435-7045
E-mail: tbouk@levinlaw.com
Counsel for Plaintiff Lloyd Baker:
Sean P. Tracey, Esq.
Shawn P. Fox, Esq.
TRACEY FOX KING & WALTERS
440 Louisiana St., Suite 1901
Houston, TX 77002
Tel: (713) 495-2333
E-mail: stracey@traceylawfirm.com
sfox@traceylawfirm.com
Counsel for Plaintiff Brandon Adkins:
Robert W. Cowan, Esq.
K. Camp Bailey, Esq.
Aaron H. Heckaman, Esq.
Andrea M. McGinnis, Esq.
Katie R. Caminati, Esq.
BAILEY COWAN HECKAMAN PLLC
1360 Post Oak Blvd., Suite 2300
Houston, TX 77056
Tel: (713) 425-7100
Fax: (713) 425-7101
E-mail: bailey-svc@bchlaw.com
rcowan@bchlaw.com
sbuchanan@bchlaw.com
amcginnis@bchlaw.com
kmcgregor@bchlaw.com
Attorneys for Plaintiff Guillermo Camarillorazo and Plaintiff
Steven Wilkerson:
Thomas W. Pirtle, Esq.
Buffy K. Martines, Esq.
Laminack, Pirtle & Martines LLP
5020 Montrose Blvd., 9th Floor
Houston, TX 77006
Tel: (713) 292-2750
Fax: (713) 292-2755
E-mail: tomp@lpm-triallaw.com
buffym@lpm-triallaw.com
Counsel for Plaintiff Theodore Finley:
Thomas J. Henry, Esq.
Roger Turk, Esq.
Russell W. Endsley, Esq.
THOMAS J. HENRY LAW, PLLC
521 Starr Street
Corpus Christi, TX 78401
Tel: (361) 985-0600
Fax: (361) 985-0601
E-mail: tjhenry@thomasjhenrylaw.com
tjh.3m@thomasjhenrylaw.com
rlt.3m@thomasjhenrylaw.com
rwe.3m@thomasjhenrylaw.com
Counsel for Plaintiffs Ronald Sloan:
Muhammad S. Aziz, Esq.
ABRAHAM WATKINS NICHOLS
800 Commerce St.
Houston, TX 77055
Tel: (713) 222-7211
E-mail: maziz@abrahamwatkins.com
- and -
Shelley V. Hutson, Esq.
Clark, Love & Hutson, PLLC
440 Louisiana Street, Suite 1700
Houston, TX 77002
Tel: (713) 757-1400
E-mail: shutson@triallawfirm.com
Counsel for Plaintiffs William Wayman:
David R. Buchanan, Esq
Maxwell H. Kelly, Esq.
Caleb A. Seeley
SEEGER WEISS
55 Challenger Road Sixth Floor
Ridgefield Park, NJ 07660
Tel: (973) 693-9100
E-mail: dbuchanan@seegerweiss.com
mkelly@seegerweiss.com
Attorneys for Plaintiff Luke Vilsmeyer:
Joseph L. Messa, Jr., Esq.
Ashley B. DiLiberto, Esq.
MESSA & ASSOCIATES, P.C.
123 S. 22nd St.
Philadelphia, PA 19103
Tel: 215-568-3500
E-mail: jmessa@messalaw.com
adiliberto@messalaw.com
- and -
Bobby J. Bradford, Esq.
AYLSTOCK, WITKIN, KREIS & OVERHOLTZ, PLLC
17 East Main Street, Suite 200
Pensacola, FL 32502
Tel: (850) 202-1010
E-mail: bbradford@awkolaw.com
Counsel for Plaintiff Jonathon Vaughn:
Thomas P. Cartmell, Esq.
WAGSTAFF & CARTMELL
4740 Grand Ave., Ste. 300
Kansas City, MO 64112
Tel: (816) 701-1100
E-mail: tcartmell@wcllp.com
Counsel for Plaintiff Jame [sic]:
Bryan F. Aylstock, Esq.
Bobby J. Bradford, Esq.
Jennifer M. Hoekstra, Esq.
Daniel J. Thornburgh, Esq.
AYLSTOCK, WITKIN, KREIS & OVERHOLTZ, PLLC
17 East Main Street, Suite 200
Pensacola, FL 32502
Tel: (850) 202-1010
E-mail: baylstock@awkolaw.com
bbradford@awkolaw.com
jhoekstra@awkolaw.com
dthornburgh@awkolaw.com
The Defendants are represented by:
Kevin H. Rhodes
Executive Vice President and
Chief Legal Affairs Officer Legal Affairs Department
3M Company
3M Center, 220-9E-01
St. Paul, MN 55144-1000
E-mail: 3MCAEnotices@mmm.com
- and -
Thomas J. Perrelli, Esq.
Chair
JENNER & BLOCK
1099 New York Avenue, NW, Suite 900
Washington, DC 20001-4412
Tel: (202) 639-6004
E-mail: tperrelli@jenner.com
- and -
Benjamin W. Hulse, Esq. (for Wave Cases)
Partner
NORTON ROSE FULBRIGHT US LLP
60 South Sixth Street, Suite 3100
Minneapolis, MN 55402
Tel: (612) 321-2800
Fax: (612) 321-2288
E-mail: ben.hulse@nortonrosefulbright.com
About Aearo Technologies
Aearo Technologies -- https://earglobal.com/en -- is a 3M company
that designs, manufactures, and sells personal protection
equipment. The Company offers prescription and non-prescription
safety eye wear, face shields, hard hats, and respirators. Aearo
serves customers worldwide.
To address claims related to the Combat Arms Earplugs Version 2,
Aearo Technologies LLC and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case
No. 22-02890) on July 26, 2022. In the petition filed by John R.
Castellano, as authorized signatory, Aearo Technologies estimated
assets and liabilities between $1 billion and $10 billion each.
3M is not a debtor in the Chapter 11 cases. 3M committed $1
billion to fund a trust allocated for Combat Arms claims.
Aearo hired Kirkland & Ellis LLP as legal counsel and AlixPartners
LLP as restructuring advisor. It hired Ice Miller LLP, as
bankruptcy co-counsel and Kroll as claims agent.
3M hired PJT Partners as financial advisor and White & Case LLP as
legal counsel.
AEROFARMS INC: Gets OK to Hire SecondBloom as Auctioneer
--------------------------------------------------------
AeroFarms, Inc., and its affiliates received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Lange Group
Capital, doing business as SecondBloom Auctions.
The Debtors require the services of an auctioneer in connection
with the sale and liquidation of their farm and general warehousing
equipment.
SecondBloom will get 15% of the purchase price to be paid by the
buyer. The Debtors are not obligated to pay any purchase price to
the auctioneer.
Roger Buelow of SecondBloom disclosed in a court filing that his
firm is a "disinterested person" pursuant to Section 101(14) of the
Bankruptcy Code.
SecondBloom can be reached through:
Roger Buelow
Lange Group Capital
dba SecondBloom Auctions
780 West Army Trail Road, Suite 780
Carol Stream, IL 60188
About AeroFarms Inc.
AeroFarms, Inc. is engaged in large-scale commercial indoor
vertical farming, using proprietary aeroponic technology to grow
differentiated leafy greens products while using up to 95 percent
less water and zero pesticides. AeroFarms operates two commercial
farms, which are located in Danville, Virginia and Newark, New
Jersey, where they also have their Company headquarters.
AeroFarms and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10737) on
June 8, 2023. In the petition signed by Guy Blanchard, president
and CEO, the Debtor disclosed up to $500 million in assets and up
to $100 million in liabilities.
Judge Mary F. Walrath oversees the case.
The Debtors tapped DLA Piper LLP (US) as general bankruptcy
counsel, CloudPoint Capital LLC as investment banker, ICR, LLC as
communications and consulting services provider, Omni Agent
Solutions as notice and claims agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
Fox Rothschild, LLP and Dundon Advisers, LLC, serve as the
committee's legal counsel and financial advisor, respectively.
AN GLOBAL: Additional Affiliates' Voluntary Case Summary
--------------------------------------------------------
Two more affiliates of An Global that filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Agilethought Brasil-Consultoria, EM Tecnologia Ltd. 23-11352
Conjuntos No. 1511, 1512 e 1513 localizados no 15
andar do Edificio Capital Corporate Office
Sao Paulo Brazil
Agilethought Brasil Servicos De Consultoria EM Software 23-11353
Conjuntos No. 1511, 1512 e 1513 localizados no 15
andar do Edificio Capital Corporate Office
Sao Paulo Brazil
Business Description: The Debtors are global providers of agile-
first, end-to-end digital transformation
services in the North American market using
on-shore and near-shore delivery. The
Company helps its clients transform by
building, improving and running new
solutions at scale. The Debtors operate
their business through ten "Guilds," which
act as agencies within the Company.
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Judge J. Kate Stickles
Debtors'
Co-General
Bankruptcy
Counsel: Jeremy W. Ryan, Esq.
Gregory J. Flasser, Esq.
Sameen Rizvi, Esq.
POTTER ANDERSON & CORROON LLP
1313 North Market Street, 6th Floor
Wilmington, Delaware 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: jryan@potteranderson.com
gflasser@potteranderson.com
srizvi@potteranderson.com
- and -
Kathryn A. Coleman, Esq.
Christopher Gartman, Esq.
Jeffrey S. Margolin, Esq.
Elizabeth A. Beitler, Esq.
HUGHES HUBBARD & REED LLP
One Battery Park Plaza
New York, NY 10004-1482
Tel: (212) 837-6000
Fax: (212) 422-4726
Email: katie.coleman@hugheshubbard.com
chris.gartman@hugheshubbard.com
jeff.margolin@hugheshubbard.com
elizabeth.beitler@hugheshubbard.com
Debtors'
General
Mexican
Restructuring
Counsel: GARRIGUES MEXICO, S.C.
Debtors'
Financial
Advisor: TENEO CAPITAL LLC
Debtors'
Investment
Banker: GUGGENHEIM SECURITIES, LLC
Debtors'
Claims,
Noticing &
Balloting
Agent: KURTZMAN CARSON CONSULTANTS LLC
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by James S. Feltman as chief
restructuring officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/P3VWX7I/AgileThought_Brasil_Servicos_de__debke-23-11353__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/P6OBOLQ/AgileThought_Brasil-Consultoria__debke-23-11352__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Tax Administration Service Tax $203,333,138
(Mexico)
Av. Hidalgo 77
Col. Guerrero
Ciudad De Mexico, 06300
Mexico
Phone: (52) 55 627 22 728
2. Monroe Capital LLC Fee $3,451,615
Jeff Cupples
311 South Wacker Drive Suite 6400
Chicago, IL 60606
Tel: 312-523-2385
Fax: 312-258-8350
Email: jcupples@monroecap.com
3. Microsoft Corporation Trade $1,808,548
Edgar I. Blanco
PO Box 842103
Dallas, TX 75284
Phone: 469-775-0391
Email: edgarblanco@microsoft.com
4. Exitus Capital Sapi De Debt $1,580,000
CV Sofom ENR
Jacobo Montoya
Carretera Mexico-
Toluca Numero 5420
Piso 8
Colonia El Yaqui
Cuajimalpa De Morelos
CDMX 05320
Mexico
Tel: 55-41709910
Fax: 55-36490804
Email: jmontoya@exitus.com
5. Mayer Brown LLP Professional $1,524,203
Lucas Giardelli Services
230 South LaSalle St
Chicago, IL 60604
Phone: 646-469-4914
Email: lgiardelli@mayerbrown.com;
mgomez2@mayerbrown.com
6. Cousins Fund II Tampa III, LLC Lease $1,130,032
Jillian Tahan
3344 Peachtree Rd NE
Suite 1800
Atlanta, GA 30326
Phone: 813-289-2600
Email: mdessler@cousins.com;
jtahan@cousins.com
7. SAP Mexico SA De CV Trade $1,106,302
Omar Torres
Av. Paseo De La Reforma 509
Piso 20
CDMX, 06500
Mexico
Tel: 52 55 4588 2887
Fax: 52 (81) 8152 1701
Email: omar.tores01@sap.com;
vanessa.dalmas@sap.com;
eduarda.foresta@sap.com
8. Korn Ferry Professional $949,447
Max Kershner, Barbara Jordan Services
N50 Suite 25000 1201 West Peachtree
Atlanta, GA 55402
Phone: 404 577 7542
Email: max.kershner@kornferry.com;
barbara.jordan@kornferry.com
9. Factoring Corporation Factoring $917,592
SA De CV Sofo Agreement
L Rodriquez
Reforma No. 2654 Interior 1003
Reforma No. 2654 Interior 1003
Mexico City, 11950
Mexico
Phone: 55 508109910 Ext 124
Email: lrodriguez@faccorp.net
10. KC Rentals S.A. De C.V. Lease $828,531
Ricardo Mendieta, Rosalba Cesareo
10 De may #47-A
Tlalnepantla De Baz, 54080
Mexico
Phone: 52 55 5365 Ext 421;
52 55 1525 8836
Email: rmendieta@kapali.com.mx;
rcesareo@kapali.com.mx
11. AGS Group Debt $775,931
Mauricio Rioseco
907 Ranch Road 620 South, Suite 302
Lakeway, TX 78734
Email: mauricio.rioseco@rw.com.mx
12. Tennessee Department of Revenue Tax $684,561
Collection Services Division
500 Deaderick St
Nashville, TN 37242
Phone: 844-729-8689
Email: revenue.collection@tn.gov;
tdor.bankruptcy@tn.gov
13. Link X S.A. De C.V. Trade $680,137
Blanca Gomez, Jose Luis Chacon
Jose Pages Yergo
La Magdalena 104
Toluca, 50010
Mexico
Phone: 52 55 7858 0472
52 55 8868 8713
Email: bigomez@linkx.mx;
casegura@linkx.mx;
jlchacon@linkx.mx
14. KPMG LLP Professional $566,571
Spencer Feld Services
2323 Ross Avenue Suite 1400
Dallas, TX 75201
Tel: 402-650-3441
Fax: 214-840-2297
Email: sfeld@kpmg.com;
lacosta@kpmg.com
15. BDO USA, LLP Professional $490,070
TJ Nunez Services
770 Kenmoor SE Suite 300
Grand Rapids, MI 49546
Phone: 813-302-6622
Email: clewis@bdo.com;
tnunez@bdo.com
16. PricewaterhouseCoopers Professional $462,368
Ivanna Nazar Services
2121 N. Pearl Street Suite 2000
Dallas, TX 75201
Phone: 31 06 41587682
Email: ivanna.nazar@pwc.com
17. Microstrategy Mexico S Trade $434,004
DE RL De CV
Leticia Perez
Juan Salvador Agraz 50 602
Santa Fe
Cuajimalpa, 05348
Mexico
Tel: 52 55 6827 8367
Fax: 52 55 4140 6112
Email: lperez@microstrategy.com
18. Anovorx Litigation $395,000
Kyle P. Truitt
1710 N Shelby Oaks Dr Suite 3
Memphis, TN 38134
Tel: 901-359-8896
Fax: 901-201-5470
Email: kyle.truitt@anovorx.com
19. Datavision Digital Trade $383,641
Norma Diaz
Avenida Patriotismo 48
Miguel Hidalgo, 11800
Mexico
Phone: 52(55) 5273-2903
Email: norma.diaz@datavision.com.mx
20. Banco Ve Por Mas, S.A. Trade $349,750
Javier Garcia, Sion Cherem
Peseo De La Reforma 243 Piso 21
Cuauhtemoc
CDMX, 06500
Mexico
Phone: 52 55 7919 3828
Email: javier.garcia@simetricgi.com;
sion.cherem@simetricgi.com
APPHARVEST PRODUCTS: $24MM New Money DIP Loan Wins Final OK
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, authorized AppHarvest Products, LLC and its
affiliates to use cash collateral and obtain post-petition
financing, on a final basis.
The Debtors are permitted to obtain a senior secured credit
facility from CEFF II AppHarvest Holdings, LLC consisting of:
(x) a new money delayed draw term loan in the initial
aggregate principal amount of up to $24.323 million; and
(y) a loan in an amount equal to the Roll-Up Loan Amount to
reflect the roll-up of outstanding Prepetition Bridge Term Loans
made by the Lender under the Prepetition Bridge Credit Agreement
and any other Prepetition Bridge Obligations.
The DIP Facility has an interest rate of 12%. It is due and payable
through the earlier to occur of:
(a) the date that is 75 days after the Petition Date;
(b) the effective date of a chapter 11 plan, in form and
substance acceptable to the Lender, confirmed by the Bankruptcy
Court; and
(c) the date of delivery of a Termination Notice.
The Debtors are required to comply with these milestones:
i. The Bankruptcy Court will have entered the Interim Order
by the date that is no later than three business days after the
Petition Date.
ii. The Bankruptcy Court will have entered the Interim Berea
Order by the date that is no later than five Business Days after
the Petition Date.
iii. The Debtors will have filed the motion seeking entry of
the Bidding Procedures Order and Sale Order by no later than three
days after the Petition Date.
iv. The Bankruptcy Court shall have entered the Bidding
Procedures Order by no later than 21 days after the filing of the
Bidding Procedures Motion.
v. The Bankruptcy Court will have entered the Final Order by
the date that is no later than 28 days after the Petition Date.
vi. The Bankruptcy Court will have entered the Final Berea
Order by the date that is no later than 35 days after the Petition
Date.
vii. The Bankruptcy Court will have entered the Sale Order by
no later than 45 days after the Petition Date.
viii. The Debtors will have closed the Sale Transaction by no
later than 50 days after the Petition Date.
ix. The Plan Effective Date will have occurred by no later
than 60 days after the Petition Date.
The Debtors are parties to several loan agreements prior to the
bankruptcy filing:
A. Richmond Loan Facility
Under the Credit Agreement, dated as of July 23, 2021, between CEFF
II AppHarvest Holdings, LLC, as Lender, and AppHarvest Richmond
Farm, LLC, as Borrower, and the lenders from time to time party
thereto, the Richmond Borrower was provided with a first-lien,
senior secured loan facility.
As of the Petition Date, the Richmond Borrower and AppHarvest, Inc.
(Parent) were indebted to the Prepetition Richmond Lender in the
aggregate principal amount of not less than $64.4 million.
B. Morehead Loan Facility
Under the Master Credit Agreement, dated as of June 15, 2021
between Rabo Agrifinance, LLC, as Lender, and AppHarvest Morehead
Farm, LLC, as Borrower, the Morehead Borrower was provided with a
first-lien, senior secured loan facility. CEFF II US Holdings, LLC
is the successor-in-interest to Rabo under the Morehead Loan
Documents.
As of the Petition Date, the Morehead Borrower was indebted to the
Prepetition Morehead Lender is indebted to the Prepetition Morehead
Lender in the aggregate principal amount of not less than $45.941
million.
C. Bridge Loan Facility
Under the Secured Promissory Note and Loan Agreement, dated as of
July 19, 2023 between CEFF II AppHarvest Holdings, LLC, as Lender,
and Parent, as Borrower, Parent was provided with a first-lien,
senior secured loan facility.
As of the Petition Date, Parent was indebted to the Prepetition
Bridge Lender in the aggregate principal amount of not less than
$2.690 million.
D. GNCU Loan Facility
Under the Loan Agreement by and among AppHarvest Pulaski Farm, LLC,
AppHarvest Operations, Inc. and Greater Nevada Credit Union, dated
as of July 29, 2022.
As of the Petition Date, AppHarvest Pulaski was indebted to GNCU
pursuant to the GNCU Loan Documents in the aggregate principal
amount of not less than $50 million.
The GNCU collateral consists of all of the assets of AppHarvest
Pulaski.
As adequate protection for the use of cash collateral, the
Prepetition Lenders and GNCU are granted valid, binding,
continuing, enforceable, fully-perfected non-voidable liens on, and
security interests in, all tangible and intangible assets.
The Prepetition Lenders and GNCU are also granted valid, binding,
continuing, enforceable, fully-perfected non-voidable liens on, and
security interests in, all tangible and intangible assets.
As further adequate protection, AppHarvest Pulaski is authorized to
grant to GNCU allowed superpriority administrative expense claims
in its Chapter 11 Case ahead of and senior to any and all other
administrative expense claims in the Chapter 11 Case.
A copy of the order is available at https://urlcurt.com/u?l=gVI6CY
from Stretto, the claims agent.
About AppHarvest Products, LLC
AppHarvest Products, LLC and affiliates are a sustainable food
company founded as a public benefits corporation and based in
Appalachia that develop and operate some of the world's largest
high-tech indoor farms, all of which use robotics and artificial
intelligence to build a reliable, climate-resilient food system.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90745) on July
23, 2023.
In the petition signed by Gary Broadbent, chief restructuring
officer, AppHarvest, Inc. disclosed $609,804,000 in assets and
$341,060,000 in liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped SIDLEY AUSTIN LLP as general bankruptcy counsel,
JACKSON WALKER LLP as local bankruptcy counsel, TRIPLE P RTS, LLC
as financial advisor, JEFFERIES LLC as investment banker, and
Stretto, Inc. as claims agent.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
The DIP Lender is represented by Rusty Brewer, Esq. AMIS, PATEL &
BREWER, LLP.
ARTS DISTRICT: Seeks to Hire Steven Yarmy as Bankruptcy Attorney
----------------------------------------------------------------
Arts District Real Estate # 1 LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire Steven Yarmy,
Esq., a practicing attorney in Las Vegas, to handle its Chapter 11
case.
The Debtor requires a bankruptcy attorney to:
(a) examine the preparation of records and reports as required
by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and
Local Bankruptcy Rules;
(b) prepare applications and proposed orders to be submitted
to the court;
(c) identify and prosecute claims of action assertable by the
Debtor on behalf of the estate;
(d) examine proofs of claim anticipated to be filed and the
possible prosecution of objections to certain of such claims;
(e) advise the Debtor and prepare documents in connection with
the contemplated ongoing operation of the Debtor's business, if
any;
(f) assist and advise the Debtor in performing other official
functions; and
(g) advise and prepare a plan of reorganization, disclosure
statement and related documents, and seek confirmation of the
plan.
The firm will be paid at these rates:
Steven L. Yarmy, Esq. $300 per hour
Paraprofessional services $100 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer in the amount of $5,000.
Mr. Yarmy disclosed in a court filing that he and his firm are
disinterested parties under the Bankruptcy Code.
The attorney can be reached at:
Steven L. Yarmy, Esq.
7464 W Sahara Ave, STE 8
Las Vegas, NV 89117
Tel: (702) 586-3513
Fax: (702) 586-3690
Email: sly@stevenyarmylaw.com
About Arts District Real Estate # 1 LLC
Arts District Real Estate # 1 LLC is engaged in activities related
to real estate.
Arts District Real Estate # 1 LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case
No. 23-10963) on March 14, 2023. The petition was signed by Robert
Ford as manager. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities.
Mitchell S. Bisson, Esq. at the LAW OFFICES OF MITCHELL S. BISSON,
ESQ. represents the Debtor as counsel.
AVANT DIAGNOSTICS: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Avant Diagnostics, Inc.
1101 Pennsylvania Avenue, NW
Suite 300
Washington DC 20004
Involuntary Chapter
11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00243
Petitioner's Counsel: Justin P. Fasano, Esq.
MCNAMEE HOSEA, P.A.
6404 Ivy Lane, Suite 820
Greenbelt, MD 20770
Tel: 301-441-2420
Email: jfasano@mhlawyers.com
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/7J2B6NA/Avant_Diagnostics_Inc__dcbke-23-00243__0001.0.pdf?mcid=tGE4TAMA
Alleged creditor who signed the petition:
Petitioner Nature of Claim Claim Amount
NYGW LLC Promissory Note $82,987
10365 Collins Avenue
Miami, Beach FL 33140
AVERY ASPHALT: Class 4 Unsecureds Owed $5.9M to Get $85K
--------------------------------------------------------
Avery Asphalt, Inc. et al., submitted a Joint Plan of Liquidation
and a Disclosure Statement on August 18, 2023.
During the pendency of this case substantially all assets of the
Debtors, including the business of Avery Asphalt, were sold
pursuant to Bankruptcy Court order. Where there was no dispute
regarding the first position Secured status of the Claim of
Sunflower Bank, N.A. ("Sunflower"), certain sale proceeds were
distributed to Sunflower with Bankruptcy Court approval. The only
assets of the Debtors' bankruptcy estates that remain to be
liquidated are certain Causes of Action. The Agreed Order Granting
Application for an Order Authorizing Employment of R2 Advisors LLC
as Chief Restructuring Officer for the Debtors' Estates entered on
May 9, 2022. The company of R2 Advisors LLC remains employed as
Chief Restructuring Officer ("CRO") of the Debtors.
The Plan provides for the creation of two main pools of money: the
"Liquidation Proceeds" and the "Unsecured Creditor Fund." The
Liquidation Proceeds consist of all moneys, except for those
amounts in the Unsecured Creditor Fund. The Unsecured Creditor Fund
consists of $100,000.00 set-aside for the payment of general
Unsecured Claims pursuant to Bankruptcy Court order, any litigation
proceeds that the Debtors become entitled to, plus any additional
funds allocated to the Unsecured Creditor Fund by settlement and/or
Bankruptcy Court order from those moneys defined as the Disputed
Funds in the Plan. The Disputed Funds consist of moneys held in
trust by the Debtors pursuant to previous Bankruptcy Court orders,
including, but not limited to $6,000.00 from the sale of a 2013
Ford Explorer, $7,745.00 from the sale of a 1990 Chevrolet pickup
truck, $120,000.00 from the Van Buren project funds (as defined in
the Plan), $123,543.81 from the sale of titled vehicles in 2021,
$260,000.00 from the sale of titled vehicles in 2022, and any
proceeds of sale from vehicles and equipment which are the subject
of any pending adversary proceedings.
Under the Plan:
* any Allowed Administrative Claims are to be paid first out of
any amount in the Unsecured Creditor Fund in excess of $100,000.00
and then from the Liquidation Proceeds;
* any Allowed Secured tax Claims are to be paid out of the
Liquidation Proceeds;
* any Allowed Priority Claims are to be paid pro-rata out of the
Unsecured Creditor Fund after payment of any Allowed Administrative
Claims.
* the Colorado Department of Labor and Employment's Allowed
Secured Claim against Avery Asphalt is to be paid out of the
Liquidation Proceeds;
* Sunflower's Claims are to be settled for $450,000.00 (the
"Sunflower Settlement Amount") which is to be paid first out of any
Liquidation Proceeds remaining after payment to any Allowed
Administrative Claims and senior Allowed Secured Claims and then
from any remaining portion of the Unsecured Creditor Fund in excess
of $100,000.00;
* the Allowed Secured Claim of Greenline CDF Subfund XXIII, LLC
("Greenline") is to be paid out of any Liquidation Proceeds
remaining after payments to any Allowed Administrative Claims, the
Sunflower Settlement Amount, and senior Secured Claims (with the
remaining amount of Greenline's Claim treated as an Unsecured Claim
under Class 7 of the Plan);
* the Allowed Claim of Nationwide Mutual Insurance Company
("Nationwide") will be paid first out of any Disputed Funds the
Bankruptcy Court may award to Nationwide with the remaining amount
of Nationwide's Allowed Claim treated as an Unsecured Claim;
* the remaining amount of the Unsecured Creditor Fund is to be
distributed on a pro-rata basis to any parties holding Allowed
Unsecured Claims against any of the Debtors.
Class 4 Unsecured Claim of Nationwide Mutual Insurance Company is
impaired. Nationwide filed a Proof of Claim on May 10, 2021
asserting an unsecured contingent claim in the amount of
$5,901,161.30 in connection with Bond 077, Bond 810, Bond 819, Bond
741, Bond 512, and Bond 736. Nationwide will be paid $85,000 out of
the Disputed Funds pursuant to settlement and/or as ordered by the
Bankruptcy Court in full and final satisfaction of its Allowed
Secured Claim, if any. The remaining amount of Nationwide's Allowed
Claim, if any, shall be treated as an Unsecured Claim under Class 7
of this Plan, in full and final satisfaction of its Claim. The
Debtors reserve all rights to dispute the validity and amount of
any portion of Nationwide's Claim. Class 4 is impaired.
Class 7 Unsecured Claims are impaired. Class 7 is comprised of
creditors holding Allowed Unsecured Claims against the Debtors
including any allowed penalty Claims held by any taxing authority
which are not related to actual pecuniary loss. Allowed Class 7
Claims shall receive their pro rata share of the remaining amount
of the Unsecured Creditor Fund after payment of any Allowed
Administrative Claims in full and final satisfaction of their
Claims. The Debtor may file motions to disallow any Unsecured
Claims listed as "Disputed" or Contested and for which a proof of
claim has been filed and shall treat such Claims in accordance with
the Bankruptcy Court's ruling on such motions and subject to the
provisions of this Plan.
Implementation and execution of the Plan is straightforward. The
Plan provides for the Liquidation Proceeds and the Unsecured
Creditor Fund to be distributed to creditors. The Liquidating
Trustee will also pursue any Causes of Action and distribute any
Litigation Proceeds to creditors as well. Pursuant to 11 U.S.C. s
1123(a)(5)(C) this Plan provides means for the Plan's
implementation through merger or consolidation of the Debtors which
will result in pooling of the assets of, and claims against,
Debtors; satisfying liabilities from the resultant common fund;
eliminating inter-company claims; and combining the creditors the
Debtors for purposes of voting on this Plan. The Plan treats the
separate bankruptcy estates as substantively consolidated under the
following factors that indicate that consolidation is appropriate
–
* The unity of interests and ownership between the various
corporate entities;
* The high degree of difficulty in segregating and ascertaining
individual assets and liabilities;
* The pre-petition transfers of assets without formal observance
of corporate formalities;
* The commingling of assets and business functions;
* The various debtors have common officers and directors; and
* The affairs of the Debtors are so entangled that consolidation
will benefit all creditors.
Attorneys for the Debtors:
David J. Warner, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street, Suite 200
Littleton, CO 80120
Tel: (303) 296-1999
A copy of the Disclosure Statement dated August 18, 2023, is
available at https://tinyurl.ph/XCPEc from PacerMonitor.com.
About Avery Asphalt
Avery Asphalt, Inc. is the main operating company and installs,
maintains, and improves roadways, parking lots, and other outdoor
surfaces. Its affiliates, Avery Equipment, LLC and Avery Holdings,
LLC, own the equipment and real estate used in its business,
respectively. Another affiliate, LBLA Ventures, Inc. is the holding
company for a non-operating Arizona asphalt company while 1401 S.
22nd Ave., LLC owns the real estate that was formerly used by
Regional Pavement Maintenance of Arizona, Inc. in its business.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on Feb.
19, 2021, with up to $50,000 in assets and up to $10 million in
liabilities. The bankruptcy was filed after a receiver was
appointed for all the Debtors. The receivership hampered Avery
Asphalt's ability to operate profitably.
Judge Michael E. Romero oversees the cases.
David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C.
and the Law Offices of Lars Fuller, PC serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
AVISON YOUNG: Moody's Lowers CFR to 'Caa2', Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Avison Young (Canada) Inc.'s
corporate family rating to Caa2 from B2 and its probability of
default rating to Caa2-PD from B2-PD. Moody's also downgraded
Avison's senior secured revolving credit facility to Caa1 from B2
and senior secured term loans to Caa2 from B2. The rating outlook
is negative.
The downgrade reflects Avison's continued weak operating
performance and constrained liquidity that has resulted in very
high leverage with debt to EBITDA of over 16 times and weak
coverage with EBITA to interest of under 0.3 times (over 10 times
and under 0.6 times excluding preferred stock) for the LTM period
ending June 30, 2023. The downgrade also considered Moody's view
that liquidity remains constrained despite material cash balances
as of June 30, 2023, as all of its liquidity facilities are fully
drawn and Moody's expect free cash flow to remain negative over the
following 12 months. As a result, Moody's view Avison's capital
structure as unsustainable and that it will require some level of
concessions from its lenders to address leverage, liquidity and
cash requirements, particularly over the near term. Avison is being
impacted by a very challenging macro environment where a
deceleration in transaction activity is ongoing and has broadened
as inflation concerns and higher interest rates continue to drive
greater caution among its customers.
The negative rating outlook reflects the potential for a protracted
delay in recovery as current macroeconomic uncertainty and
volatility persist, posing downside risk to the recovery of its
business volume leading to an unsustainable capital structure that
Moody's believes will require some level of concessions from
lenders.
Downgrades:
Issuer: Avison Young (Canada) Inc.
Corporate Family Rating, Downgraded to Caa2 from B2
Probability of Default Rating, Downgraded to Caa2-PD from B2-PD
Senior Secured 1st Lien Bank Credit Facility, Downgraded to Caa2
from B2
Senior Secured ABL Revolving Credit Facility, Downgraded to Caa1
from B2
Outlook Actions:
Issuer: Avison Young (Canada) Inc.
Outlook, Remains Negative
RATINGS RATIONALE
The Caa2 corporate family rating for Avison reflects the company's
persistently weak credit metrics and constrained liquidity and
Moody's view that the company's capital structure is unsustainable
under current and anticipated business conditions and will require
some level of concessions from lenders. To this end, Avison
indicated it was reaching out to lenders to address current
maturity concerns and also planned to explore discussions with its
debtholders regarding leverage and liquidity. The rating also
factors in Avison's small scale in terms of revenue relative to its
sector peers and inherent cash flow volatility of its transaction
business due to the high correlation to real estate and broader
economic cycles. Despites these challenges Moody's do recognize
Avison's track record in expanding its operations and geographic
footprint through a combination of strategic bolt-on acquisitions
and organic growth since 2008.
For the 12-month period ended June 30, 2023, Avison's total debt to
EBITDA was very high at over 16 times (over 10x without preferred
stock) while coverage was weak with EBITA to interest expense of
under 0.3 times (under 0.6x without preferred interest expense).
Avison's ESG credit impact score was changed to CIS-5 from CIS-4
driven by governance risks related to the company's weak credit
metrics, constrained liquidity and Moody's view that the company's
capital structure is unsustainable under current and anticipated
business conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward rating movement is unlikely in near-term and would be
predicated upon Avison achieving a successful resolution with its
lenders with regards to leverage, liquidity and cash requirements
as well as its near term maturity profile. Specifically, an upgrade
would require total debt to EBITDA of under 6.5 times and EBITA to
interest expense above 1.25 times. An upgrade would also require at
least adequate liquidity.
Downward ratings pressure would result in the event operating
performance continued to deteriorate such that coverage of the debt
deteriorated further or the company in its discussions with their
lenders resulted in a distressed exchange.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Avison Young (Canada) Inc. is the largest principal-owned and led
commercial real estate services firm in the world, with
approximately 5,000 real estate professionals in 100+ offices
across 17 countries offering a full range of asset-level,
investment, data and technology services to occupiers, owners,
investors and the public sector in office, retail, industrial,
multi-family, hospitality and other types of commercial real
estate. Headquartered in Toronto, Canada, with 100+ offices
including affiliates in North America, Europe, Asia, the Middle
East and Africa.
BALADE YOUR WAY: Case Summary & 18 Unsecured Creditors
------------------------------------------------------
Debtor: Balade Your Way. Inc.
144 West 37th Street
New York, NY 10018
Business Description: Balade Your Way is a full-service restaurant
specializing in Middle Eastern cuisine.
Chapter 11 Petition Date: August 30, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-11384
Debtor's Counsel: Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
34th Floor
New York, NY 10158
Tel: 212-557-7200
Fax: 212-286-1884
Email: jsp@dhclegal.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roland Semaan as president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/IX34XWY/Balade_Your_Way_Inc__nysbke-23-11384__0001.0.pdf?mcid=tGE4TAMA
BAOBURG INC: Jolene Wee Named Subchapter V Trustee
--------------------------------------------------
The U.S. Trustee for Region 2 appointed Jolene Wee of JW Infinity
Consulting, LLC as Subchapter V trustee for Baoburg, Inc.
Ms. Wee will be paid an hourly fee of $595 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Wee declared that she is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jolene E. Wee
JW Infinity Consulting, LLC
447 Broadway 2nd Fl #502
New York, NY 10013
Email: jwee@jw-infinity.com
Phone: (929) 502-7715
Fax: (646) 810-3989
Email: jwee@jw-infinity.com
About Baoburg Inc.
Baoburg, Inc. operates a restaurant that offers Southeast Asian
comfort food. The restaurant is located in Kings County in the
neighborhood commonly referred to as Greenpoint.
Baoburg filed a voluntary petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
22-41860) on Aug. 1, 2022, with up to $50,000 in assets and up to
$1 million in liabilities. Jolene Wee has been appointed as
Subchapter V trustee.
Judge Elizabeth S. Stong oversees the case.
Norma E. Ortiz, Esq., at Ortiz & Ortiz, LLP and Sanchez, LLC are
the Debtor's legal counsel and accountant, respectively.
BH 7904 11 FLR: Gets OK to Hire Compass Florida as Realtor
----------------------------------------------------------
BH 7904 11 FLR, LLC received approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Compass
Florida LLC as its realtor.
The professional services Compass will render include the exclusive
right to sell the Debtor's property located at 7904 West Drive,
Penthouse, in North Bay Village, Florida, and perform any and all
actions necessary to effect the sale of the property.
Compass will receive as compensation 4 percent of the total
purchase price in connection with the sale of the property.
As disclosed in a court filing, Compass is a "disinterested person"
pursuant to Section 101(14) of the Bankruptcy Code.
The realtor can be reached through:
Andrew Rotondaro, Esq.
COMPASS FLORIDA LLC
90 Fifth Avenue, 3rd Floor
New York NY 10011
Office: (212) 913-9058
Mobile: (917) 696-7141
Email: andy.daro@compass.com
About BH 7904 11 FLR
BH 7904 11 FLR, LLC filed a petition for relief under Subchapter V
of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
23-14851) on June 21, 2023, with as much as $1 million in both
assets and liabilities. Uriel Marrache, president, signed the
petition.
Chad Van Horn, Esq., at Van Horn Law Group, PA represents the
Debtor as counsel.
BKLYN3 LLC: Oct. 5 Hearing on Disclosure Statement
--------------------------------------------------
BKLYN3 LLC filed a "Disclosure Statement for Plan of Reorganization
Proposed by Debtor" for Debtor's proposed Plan of Reorganization,
which the Debtor filed on August 16, 2023.
Judge Paul W. Bonapfel has entered an order that Court will hold a
hearing on the Disclosure Statement at 10:00 A. M. on October 5,
2023 in Courtroom 1401, United States Courthouse, 75 Ted Turner
Drive, SW, Atlanta, Georgia 30303, which may be attended in person
or via the Court's Virtual Hearing Room.
Attorneys for the Debtor:
William A. Rountree, Esq.
Ceci Christy, Esq.
Century Plaza I, 2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Tel: (404) 584-1238
E-mail: wrountree@rlkglaw.com
cchristy@rlkglaw.com
About BKLYN3 LLC
BKLYN3, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-52132) on March 6,
2023, with as much as $1 million in both assets and liabilities.
William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC
serves as the Debtor's counsel.
BLITMAN SARATOGA: Unsecureds Owed $750K to Get 50% of Claims
------------------------------------------------------------
Blitman Saratoga LLC submitted an Amended Plan and a First Revised
Disclosure Statement.
Insofar as the Class 2 general unsecured creditors are concerned,
the Plan provides a pro rata distribution equal to approximately
50% percent of allowed Class 2 claims. The pro rata distribution
shall be paid from an existing confirmation fund of $600,000 (the
"Confirmation Fund") which is being held in escrow by the Debtor's
counsel as disbursing agent. The specific amount of the pro rata
distribution to Class 2 Unsecured Creditors will depend on the
final amount of allowed administrative and priority claims but
should be in that range.
Under the Plan, Class 2 Unsecured Claims are impaired. All
contractors, service providers and vendors which provided work,
labor and services in connection with the Project are all being
treated as Unsecured Creditors regardless of whether they
previously filed mechanic's liens. This treatment is premised upon
the Debtor's view that the mechanics' liens are junior to the
secured claims of the Class 1 DIP Lender making the mechanic's
liens fully under-secured because the value of the Remaining Homes
and Vacant Lots is less than the amount of the total Class 1
Secured Debt. Callanan Industries, Inc. ("Callanan") is seeking
full payment of its mechanics liens relating to 8 Katie Lane
($10,644.37 plus interest) and 11 Jane Street ($9,839.67 plus
interest). The Debtor has reached a settlement of all of Callanan's
mechanics lien claims for a lump-sum payment of $18,000 on the
Effective Date of the Plan as part of the Plan.
Excluding the claims of Callanan Industries, the holders of allowed
Class 2 Non-Insider Unsecured Claims shall receive a cash
distribution equal to approximately 50% of their Allowed Claims
from the Confirmation Fund, subject to the final adjustment. The
specific pro rata distribution shall be paid on the Effective Date
in full satisfaction and settlement of all Class 2 Non-Insider
Unsecured Claims and outstanding mechanic liens. If a Class 2 Claim
is subject to an objection filed on or before the Claim Objection
Deadline, then a separate reserve shall be established with the
Disbursing Agent in an amount sufficient to pay the allocable pro
rata share of the disputed Class 2 Claim, should such Claim become
an Allowed Claim pursuant to Final Order or agreement with the
Debtor. The Debtor estimates that the Allowed Class 2 Claims will
aggregate around $750,000 with projected total dividends of
approximately $361,900 as per the schedule.
The Plan shall be implemented in the first instance by the prompt
distribution of the Confirmation Fund on the Effective Date. These
monies shall be used to pay all allowed claims of Administrative
Expenses and Priority Claims and then fund approximately 50% pro
rata distribution to Class 2 Non-Insider Unsecured Claims (as
adjusted). Insofar as the Class 1 Secured Claim of the DIP Lender
is concerned, all liens and mortgages shall survive confirmation of
the Plan in accordance with the Financing Orders. Following the
Effective Date, the Debtor is authorized to pursue complete
construction and the sale of the Remaining Homes and Vacant Lots
without the need for further Bankruptcy Court approval (the
"Post-Effective Date Sales"). Based upon current projections, the
Debtor will require additional exit financing of up to $1,683,325
(the "Additional Exit Financing") to complete construction of the
Remaining Houses, with hard costs projected as follows: (a) 6 Katie
Lane - $325,000; (b) 8 Katie Lane - $275,000; (c) 9 Jane Street -
$325,000; and (d) 11 Jane Street - $425,000. The Debtor shall
separately move for approval of the Additional Exit Financing in
conjunction with hearings to confirm the Plan. As a condition of
Additional Exit Financing, the Debtor intends to terminate pending
contracts with respect to 9 Jane Street (Lyeth family) and 6 Katie
Lane (Lesiak family) voluntarily or pursuant to 11 U.S.C. s 365.
All of the net Sale Proceeds (after closing costs and brokerage)
generated from the Post-Effective Date Sales shall be paid to the
DIP Lender at the closings thereon in the following order: first,
to pay and satisfy in full the Additional Exit Financing with
interest; second, to establish the Additional Infrastructure
Reserve of approximately $500,000; and third, to pay and satisfy
the secured debt owed in connection with the balance of the DIP
Loans consistent with the terms and allocations set forth in the
Financing Orders as follows: first, to satisfy, in full the BSNB
Loans, including principal, interest and any fees and expenses; and
second, to satisfy, in full, the Note, including principal,
interest, and any fees and expenses. The Reorganized Debtor shall
retain full authority and discretion to market and sell the
remaining Homes and Vacant Lots as the Debtor's current management
believes appropriate to maximize value.
The Bankruptcy Court has scheduled a hearing to consider
confirmation of the Plan on September 27, 2023 at 10:00 a.m.,
prevailing New York Time.
Attorneys for the Debtor:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein LLP
125 Park Avenue, 12th Floor
New York, NY 10017
Tel: (212) 221-5700
A copy of the First Revised Disclosure Statement dated August 18,
2023, is available at https://tinyurl.ph/CRrAd from
PacerMonitor.com.
About Blitman Saratoga
White Plains, N.Y.-based Blitman Saratoga LLC was formed in 2012 to
develop and build a residential community consisting of at least 77
single-family homes spread over approximately 149 acres on Geyser
Road in Saratoga County, N.Y.
Blitman Saratoga sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-23177) on Nov. 6,
2020. At the time of the filing, the Debtor disclosed $5,857,288
in assets and $2,755,584 in liabilities. Judge Robert D. Drain
oversees the case.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, is
the Debtor's legal counsel.
On Dec. 21, 2020, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Nolan Heller Kauffman, LLP as its bankruptcy counsel.
BOXED INC: Updates Other Secured Claims; Amends Plan
----------------------------------------------------
Boxed, Inc., et al., submitted a Second Amended Combined Joint Plan
of Liquidation and Disclosure Statement dated August 24, 2023.
This Plan is a joint plan for each of the Debtors and presents
together Classes of Claims against, and Interests in, the Debtors.
The Plan provides for the limited substantive consolidation of the
Debtors' Estates, but solely for the purposes of this Plan,
including voting on this Plan by the Holders of Claims and making
any Distributions to Holders of Claims.
Specifically, on the Effective Date, (i) all assets and liabilities
of the Debtors will, solely for voting and Distribution purposes,
be treated as if they were merged, (ii) each Claim against the
Debtors will be deemed a single Claim against and a single
obligation of the Debtors, (iii) any Claims filed or to be filed in
the Chapter 11 Cases will be deemed single Claims against all of
the Debtors, (iv) all guarantees of any Debtor of the payment,
performance, or collection of obligations of any other Debtor shall
be eliminated and canceled, (v) all transfers, disbursements and
Distributions on account of Claims made by or on behalf of any of
the Debtors' Estates hereunder will be deemed to be made by or on
behalf of all of the Debtors' Estates, and (vi) any obligation of
the Debtors as to Claims will be deemed to be one obligation of all
of the Debtors.
Holders of Allowed Claims entitled to Distributions under this
Combined Disclosure Statement and Plan shall be entitled to their
share of assets available for Distribution to such Claim without
regard to which Debtor was originally liable for such Claim. Except
as set forth herein, such limited substantive consolidation shall
not (other than for purposes related to this Combined Disclosure
Statement and Plan) affect the legal and corporate structures of
the Debtors.
Class 4 consists of all Other Secured Claims. Each Holder of an
Class 4 Allowed Other Secured Claim shall receive in full and final
satisfaction and release of and in exchange for such Allowed Class
4 Claim, at the Debtors' election and in consultation with the
Prepetition First Lien Secured Lenders and the Creditors'
Committee: (A) return of the collateral securing such Allowed Other
Secured Claim; (B) Cash equal to the amount of such Allowed Other
Secured Claim provided, however, that Cash Collateral may only be
used for such payments to the extent provided for in the Final Cash
Collateral Budget and in compliance with the Final Cash Collateral
Order; or (C) such other treatment which the Debtors or the
Liquidation Trustee, as applicable, and the Holder of such Allowed
Other Secured Claim have agreed upon in writing that is consistent
with the terms of the Plan.
For the avoidance of doubt, all Allowed Other Secured Claims shall
be paid solely from Non-Liquidation Trust Assets, and all
obligations of the Debtors in connection with letters of credit
issued by SVB and other bank services products issued by SVB are
secured by Cash in certain segregated blocked accounts at SVB to
the full extent of SVB's pre-petition interest in such Cash and the
Plan shall not modify any such interest or the rights of SVB in any
Cash. SVB shall be permitted to pay any obligations owed by the
Debtors to SVB from such Cash pledged to SVB in certain segregated
blocked accounts in accordance with all agreements between SVB and
the Debtors without further order of the Bankruptcy Court or notice
to or consent from the Debtors or any other party.
Like in the prior iteration of the Plan, each Holder of an Allowed
Unsecured Claim will receive a beneficial interest in the
Liquidation Trust entitling such Holder to such treatment with
respect to the Liquidation Trust Distribution Proceeds. Creditors
will recover 0% to 100% of their claims.
The Liquidation Trust Distribution Proceeds will be distributed as
follows: (i) first, Holders of Allowed Prepetition First Lien
Lenders Secured Claim in Class 2 shall be repaid the amount of the
Liquidation Trust Funding Payment, (ii) second, after the amount of
the Liquidation Trust Funding Payment has been Paid in Full to
Holders of Allowed Prepetition First Lien Lender Secured Claims in
Class 2, Holders of Allowed Unsecured Claims in Classes 3 (Allowed
Prepetition Second Lien Term Loan Deficiency Claims and Allowed
Prepetition Second Lien Term Loan Unsecured Claims) and 6 (Allowed
Unsecured Claims) shall share the distribution of any Liquidation
Trust Distribution Proceeds on 50/50 basis until such time as the
Allowed Prepetition First Lien Lender Secured Claims in Class 2
have been Paid in Full, (iii) once the Allowed Prepetition First
Lien Lender Secured Claims in Class 2 have been Paid in Full, all
further distributions of Liquidation Trust Distribution Proceeds
shall be made on a Pro Rata basis to Holders of Allowed Unsecured
Claims in Classes 3 (Allowed Prepetition Second Lien Term Loan
Deficiency Claims and Allowed Prepetition Second Lien Term Loan
Unsecured Claims) and 6 (Allowed Unsecured Claims).
The Debtors and the Liquidation Trustee will establish the
Liquidation Trust on behalf of the Beneficiaries pursuant to the
Liquidation Trust Agreement, with the Beneficiaries to be treated
as the grantors and deemed owners of the Liquidation Trust Assets.
The Debtors will irrevocably transfer, assign, and deliver to the
Liquidation Trust, on behalf of the Beneficiaries, all of their
rights, title, and interests in the Liquidation Trust Assets,
notwithstanding any prohibition on assignment under non-bankruptcy
law. The Liquidation Trust will accept and hold the Liquidation
Trust Assets in the Liquidation Trust for the benefit of the
Beneficiaries, subject to the Plan and the Liquidation Trust
Agreement.
A copy of the Second Amended Combined Plan and Disclosure Statement
dated August 24, 2023, is available at
https://urlcurt.com/u?l=pyGVyv from Epiq11, the claims agent.
Counsel to the Debtors:
Madlyn Gleich Primoff, Esq.
Scott D. Talmadge, Esq.
Alexander Adams Rich, Esq.
FRESHFIELDS BRUCKHAUS DERINGER US LLP
601 Lexington Avenue, 31st Floor
New York, NY 10022
Telephone: (212) 277-4000
Facsimile: (212) 277-4001
E-mail: madlyn.primoff@freshfields.com
scott.talmadge@freshfields.com
alexander.rich@freshfields.com
- and -
M. Blake Cleary, Esq.
Jeremy W. Ryan, Esq.
Katelin A. Morales, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
E-mail: bcleary@potteranderson.com
jryan@potteranderson.com
kmorales@potteranderson.com
About Boxed Inc.
Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an
e-commerce retailer and an e-commerce enabler in New York. It
operates an e-commerce retail service that provides bulk pantry
consumables to businesses and household customers, without the
requirement of a "big-box" store membership. This service is
powered by the company's own purpose-built storefront, marketplace,
analytics, fulfillment, advertising, and robotics technologies.
Boxed further enables e-commerce through its Software & Services
business, which offers customers in need of an enterprise-level
e-commerce platform access to its end-to-end technology.
Boxed and four affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10397) on
April 2, 2023. In the petition signed by its chief executive
officer, Chieh Huang, Boxed disclosed $100 million to $500 million
in both assets and liabilities.
Judge Brendan Linehan Shannon presides over the cases.
The Debtors tapped Freshfields Bruckhaus Deringer US, LLP and
Potter Anderson & Corroon, LLP as legal counsels; FTI Consulting,
Inc. as financial advisor; and Solomon Partners, L.P. as investment
banker. Epiq Corporate Restructuring, LLC is the claims and
noticing agent and administrative advisor.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. Fox Rothschild, LLP and Alvarez & Marsal North America,
LLC serve as the committee's legal counsel and financial advisor,
respectively.
CENTERPOINT RADIATION: U.S. Trustee Appoints Tamar Terzian as PCO
-----------------------------------------------------------------
Peter Anderson, the U.S. Trustee for Region 16, appointed Tamar
Terzian as patient care ombudsman for CenterPoint Radiation
Oncology, LLC and CenterPoint Radiation Oncology, Inc.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Central District of California.
Ms. Terzian will perform the duties required of a patient care
ombudsman pursuant to Section 333 of the Bankruptcy Code.
Ms. Terzian disclosed that she has no connections with the Debtors,
creditors or any other party involved in the Debtors' Chapter 11
cases.
The ombudsman may be reached at:
Tamar Terzian, Esq.
Terzian Law Group
1122 E. Green Street
Pasadena, CA 91106
Telephone: (818) 242-1100
Facsimile: (818) 242-1012
Email: tamar@terzlaw.com
About CenterPoint Radiation
CenterPoint Radiation Oncology, LLC and CenterPoint Radiation
Oncology, Inc. filed petitions under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-13448) on
June 2, 2023. At the time of the filing, CenterPoint Radiation
Oncology, LLC reported $100,000 to $500,000 in assets and $1
million to $10 million in liabilities while CenterPoint Radiation
Oncology, Inc. reported as much as $50,000 in assets and $100,001
to $500,000 in liabilities.
Judge Sheri Bluebond oversees the cases.
John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo &
Golubchik, LLP is the Debtors' counsel.
CHEFS' WAREHOUSE: Moody's Affirms B2 CFR, Outlook Remains Positive
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Moody's Investors Service affirmed The Chefs' Warehouse, Inc.'s
(Chefs) B2 corporate family rating and B2-PD probability of default
rating. At the same time, Moody's downgraded the company's
speculative grade liquidity rating to SGL-2 from SGL-1. Moody's
also affirmed Chefs' Warehouse Parent, LLC's B2 senior secured bank
credit facility rating. The outlook remains positive.
The rating affirmations with a positive outlook reflect Moody's
view that despite weakening consumer spending and food price
disinflation, Chefs will be able to improve its credit metrics
supported with EBITDA growth to levels appropriate for a B1 rating,
as it benefits from market share gains, higher labor productivity,
and contributions from recently closed acquisitions.
The downgrade of the SGL to SGL-2 (good) from SGL-1 (very good)
reflects the company's lower balance sheet cash and increased
revolver borrowings following the recent acquisitions. Over the
next 12-18 months, Moody's expects modest positive free cash flow,
good revolver availability under the $300 million asset-based
revolver and a springing covenant-only capital structure.
Moody's took the following rating actions:
Issuer: The Chefs' Warehouse, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
SGL-1
Outlook, Remains Positive
Issuer: Chefs' Warehouse Parent, LLC
Senior Secured Bank Credit Facility, Affirmed B2
Outlook, Remains Positive
RATINGS RATIONALE
The Chefs' Warehouse, Inc.'s B2 CFR reflects the company's position
as a premier distributor of specialty food products in the US and
Canada. Chefs has a product portfolio with a deep selection of
specialty and center-of-the-plate food products that differentiates
its offering from the larger, traditional broadline foodservice
distributors. The company's focus on the independent restaurant
segment and scale within the segment has allowed it to maintain
solid operating margins relative to peers. The rating also
incorporates governance considerations, specifically the company's
solid execution and financial policies that balance the maintenance
of a 3-4x typical net leverage range with acquisitions and
investment in the business.
At the same time, the rating reflects the high degree of
competition in the food distribution sector and Chefs' modest scale
relative to larger more diversified peers. Chefs' leverage is
relatively high at 5x Moody's-adjusted debt/EBITDA (equivalent to
3.7x net leverage as defined by the company). The industry is
likely to face pressure from modest declines in independent
restaurant volumes given weakening discretionary spending, as well
as high volatility in food costs, including deflation in certain
categories. However, Moody's expects these headwinds to be
mitigated by Chefs' continued market share gains, a premium
customer base that is more resilient than the overall independent
sector in economic downturns, increased labor productivity and
earnings contribution from recently closed acquisitions. As a
result, Moody's projects debt/EBITDA to trend to 4.5x and
EBITA/interest expense to be around 2.7x over the next 12-18
months. In addition, while its overall financial policies are
balanced, Chefs' largely debt-funded acquisitive growth strategy
increases event and execution risk.
The positive outlook reflects Moody's expectation for revenue and
earnings growth that could lead to sustained deleveraging below 4.5
times Moody's-adjusted debt/EBITDA. The outlook could revert back
to stable if earnings do not increase as anticipated, or if the
company undertakes acquisitions that carry substantial execution
risk and/or could result in a prolonged period of elevated
leverage.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the company sustained revenue and
earnings grow such that debt/EBITDA is sustained below 4.5 times
and EBITA/interest expense above 2.25 times. An upgrade would also
require at least good liquidity and balanced financial strategies.
The ratings could be downgraded if liquidity deteriorates for any
reason, expectations for Moody's-adjusted debt/EBITDA to be
sustained above 5.5 times or EBITA/interest expense falls below 1.5
times.
Headquartered in Ridgefield, Connecticut, The Chefs' Warehouse,
Inc. distributes specialty food products to menu-driven independent
restaurants, fine dining establishments, country clubs, hotels,
caterers, culinary schools, bakeries, patisseries, chocolatiers,
cruise lines, casinos, and specialty food stores in the United
States, Canada and the Middle East. The company generated net sales
of $3 billion for the twelve months ended June 30, 2023.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
COMPREHENSIVE PAIN: PCO Submits First Report
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Erika Hart, the court-appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the Eastern District of Michigan his
first report regarding the quality of patient care provided by
Comprehensive Pain Solutions, PLLC.
The Ombudsman completed a physical inspection of the Canton office
on August 7. The Ombudsman observed that medical officers were
neat, orderly, and businesslike. The reception area was clean and
modern. The patients' rooms were clean and private. The Ombudsman
did not tour the other facilities operated by Comprehensive Pain
Solutions but understands that it maintains similar standards at
all other facilities.
Dr. Jeffrey Rosenberg advised that Comprehensive Pain Solutions is
current or under terms with all important vendors such that the
level of care provided by it prior to the petition date has not
changed and Comprehensive Pain Solutions has not had to sacrifice
its services as a result of its bankruptcy. Comprehensive Pain
Solutions experienced no staff turnover as a result of the
bankruptcy.
The Ombudsman inquired as to whether all required licenses and
certifications were in effect. Licensing information for Dr.
Rosenberg, Dr. Rizvi and the physicians assistants has been
confirmed. In addition, Comprehensive Pain Solutions provided
information confirming the insurance policies carried, which are
current.
Dr. Rosenberg generally discussed the malpractice matters pending
against Comprehensive Pain Solutions and himself as disclosed in
Comprehensive Pain Solutions s bankruptcy schedules and statement
of financial affairs. While minor patient complaints do occur, Dr.
Rosenberg said formal complaints are historically rare and that the
last complaint which resulted in litigation (other than those
currently pending) was almost 20 years ago to his recollection.
The Ombudsman noted that Comprehensive Pain Solutions appears to
have continued the same quality of care post-petition as
pre-petition.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=SzCJP9 from PacerMonitor.com.
About Comprehensive Pain Solutions
Comprehensive Pain Solutions, PLLC, sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No.
23-45664) on June 26, 2023. In the petition signed by Jeffrey M.
Rosenberg, manager, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Maria L. Oxholm oversees the case.
Daniel J. Weiner, Esq., at Schafer and Weiner, PLLC, is the
Debtor's legal counsel.
CONVERGEONE HOLDINGS: Moody's Alters Outlook on B3 CFR to Negative
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Moody's Investors Service affirmed ConvergeOne Holdings, Inc.'s B3
corporate family rating, B3-PD probability of default rating, B2
rating on the borrower's senior secured first lien term loan, and
Caa2 rating on the senior secured second lien term loan. The
outlook was revised to negative from stable. The outlook revision
reflects uncertainty around deleveraging following the introduction
of high interest rate PIK notes, concerns about the liquidity
profile, and refinancing risks surrounding the unrated revolver due
April 2025 and first lien term loan due January 2026.
Although the supply chain constraints and the impacts of Avaya's
restructuring that have led to ConvergeOne's challenged operating
performance are showing signs of improvement, there is continued
uncertainty surrounding the collaboration devices and meetings
business line, as well as execution risks relating to growth
strategies such as proprietary solutions.
Affirmations:
Issuer: ConvergeOne Holdings, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Term Loan due 2026, Affirmed B2
Senior Secured 2nd Lien Term Loan due 2027, Affirmed Caa2
Outlook Actions:
Issuer: ConvergeOne Holdings, Inc.
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The B3 CFR is constrained by ConvergeOne's elevated financial
leverage arising from its active M&A strategy and recent
performance challenges. Although meaningfully improved since fiscal
year-end 2022, pro forma debt/EBITDA (Moody's adjusted) was high at
approximately 8.5x at June 30, 2023 (inclusive of the new CVC
notes), reflecting past incremental borrowings for acquisitions and
supply chain constraints that are affecting both revenue and
margin. Credit quality is also impacted by diversification risk
given considerable reliance on key vendors, a factor that has been
exacerbated by supply chain issues. Moreover, ConvergeOne's
concentrated private equity ownership presents risks relating to
corporate governance and financial strategy. Potential
debt-financed acquisitions, which have been integral to
ConvergeOne's expansion efforts, could constrain deleveraging,
although Moody's expects M&A to be subdued in the near term until
operating performance normalizes.
These governance risks are somewhat mitigated by the company's
track record of integrating acquired businesses and achieving
targeted synergies, as well as the company's cost actions and the
overall variability of its cost structure. Additionally,
ConvergeOne benefits from its solid communications solutions and
managed IT services market position and diverse customer base. The
CFR is further supported by the company's recurring maintenance and
managed services sales (approximately half of revenues). Meanwhile,
the company's typical low-to-mid-teens adjusted EBITDA margin in
conjunction with modest capital expenditure requirements supports
healthy free cash flow generation on a normalized basis, although
cash flow has been challenged in recent quarters as revenue and
margin has been below expectation.
The B2 rating for ConvergeOne's first lien term loan reflects the
borrower's B3-PD probability of default rating ("PDR"). The first
lien term loan rating is one notch above the CFR and considers the
instrument's junior collateral position relative to ConvergeOne's
unrated asset-based revolving credit facility. The revolver has a
superior claim on the company's cash, receivables, and inventory.
At the same time, the first lien debt ranks senior to ConvergeOne's
Caa2 rated second lien term loan. Any incremental priority trade
payables or debt that is deemed senior to the first lien term loan
could put additional downward pressure on the term loan rating.
ConvergeOne's adequate liquidity reflects a modest $15 million cash
balance as of June 30, 2023. Liquidity is supported by the
availability of around $65 to $100 million under the company's $250
million asset-based revolving credit facility (unrated).
Availability on the revolver is limited by floor plan advances and
a minimum liquidity requirement of $15 million. The revolving
credit facility matures in April 2025. While the company's term
loans are not subject to financial covenants, the revolving credit
facility has a springing covenant based on a minimum fixed charge
coverage ratio of 1x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if ConvergeOne continues to diversify
its supplier base, meaningfully increases scale while maintaining
profit margins, and reduces adjusted debt to EBITDA to below 6x on
a sustained basis.
The ratings could be downgraded if revenue contracts materially
from current levels, sustained free cash flow deficits materialize,
or if ConvergeOne adopts more aggressive financial policies,
leading to increased debt leverage or expectations for diminished
liquidity. In addition, ratings pressure could arise if the
upcoming debt maturities are not refinanced in a timely manner.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
ConvergeOne, owned by CVC Capital Partners following an LBO
completed in early 2019, is a provider of integrated communications
solutions and managed services. The company generated sales of
under $1.5 billion in the LTM period ending June 31, 2023.
CTLC LLC: Seeks to Hire Tydings & Rosenberg as Legal Counsel
------------------------------------------------------------
CTLC, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Maryland to hire Tydings & Rosenberg LLP as its
attorneys.
The firm's services include:
a. providing the Debtor with legal advice with respect to its
powers and duties in the operation of its business and management
of its property;
b. representing the Debtor in defense of proceedings
instituted to reclaim property or to obtain relief from the
automatic stay under Section 362(a) of the Bankruptcy Code;
c. preparing legal papers and appearing on the Debtor's behalf
in proceeding instituted by or against the Debtor;
d. assisting the Debtor in the preparation of schedules,
statements of financial affairs, and any amendments thereto that
the Debtor may be required to file in its Chapter 11 case;
e. assisting in the evaluation of a possible sale of the
Debtor's business or assets, if necessary;
f. assisting the Debtor in the preparation of a plan of
reorganization or orderly liquidation and a disclosure statement,
if necessary;
g. assisting the Debtor with all bankruptcy legal work; and
h. other necessary legal services.
Tydings & Rosenberg will be paid at these rates:
Counsel $450 per hour
Associates $350 per hour
Paralegal $175 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer in the amount of $45,000.
Joseph Selba, Esq., a partner at Tydings & Rosenberg, 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:
Joseph M. Selba, Esq.
TYDINGS & ROSENBERG, LLP
1 E. Pratt Street, Suite 901
Baltimore, MD 21202
Telephone: (410) 752-9700
Email: jselba@tydingslaw.com
About CTLC, LLC
CTLC, LLC is part of the residential building construction
industry.
CTLC, LLC filed is voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Md. Case No. 23-15444) on August
2, 2023. The petition was signed by Sandra Grier as member. At the
time of filing, the Debtor estimated $1 million to $10 million in
both assets and liabilities. Richard L. Costella, Esq. at Tydings &
Rosenberg LLP represents the Debtor as counsel.
DEAN GUTIERREZ: Taps Law Office of Antonio Martinez Jr. as Counsel
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Dean Gutierrez Investments LP seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire the Law
Office of Antonio Martinez, Jr., P.C.
The Debtor requires legal counsel to:
a. Take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions, the
defense of any action commenced against the Debtor, the negotiation
of disputes in which the Debtor is involved, and the preparation of
objections to claims filed against the Debtor's estate;
b. Prepare legal papers;
c. Advise the Debtor on bankruptcy matters;
d. Advise the Debtor of its powers and duties in the continued
management, operation and liquidation of its business and
properties;
e. Review all loan and lease documents executed by the Debtor
with its lenders and lessors;
f. Attend meetings and negotiate with representatives of
creditors and other parties involved in the Debtor's Chapter 11
case;
g. Review and take necessary steps if there are transfers
which may be avoided as preferential or fraudulent transfers;
h. Prepare a plan of liquidation, disclosure statement and all
related documents, and take necessary actions to obtain
confirmation of such plan;
i. Represent the Debtor in connection with any potential
post-petition financing;
j. Appear before the bankruptcy court, any appellate courts,
and the Office of the U.S. Trustee;
k. File bankruptcy schedules;
l. Appear before local authorities or state permitting
agencies with regard to the development, subdivision or transfer of
the Debtor's real estate and take all steps necessary to authorize
use of cash collateral; and
m. Perform other necessary legal services.
The firm charges $270 per hour for partners, $175 per hour for
associates, and $75 per hour for bankruptcy legal assistants.
In addition, the firm will seek reimbursement for work-related
expenses incurred.
As disclosed in court filings, neither Antonio Martinez, Jr., Esq.,
nor his firm represents any interest adverse to the Debtor and its
estate.
The firm can be reached at:
Antonio Martinez, Jr., Esq.
Law Office of Antonio Martinez, Jr.
515 W. Nolana Ave. Suite B
McAllen, TX 78504
Office: 956-683-1090
Direct: 956-789-5393
Email:martinez.tony.jr@gmail.com
About Dean Gutierrez Investments
Dean Gutierrez Investments, LP's business is in operating a food
restaurant in Brownsville, Cameron County, Texas and in
constructing residences on subdivision lots in Cameron County,
Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-10116) on July 3,
2023, with as much as $1 million in both assets and liabilities.
Melissa Gutierrez, general partner, signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
Antonio Martinez Jr., Esq., at the Law Office of Antonio Martinez,
Jr. PC represents the Debtor as bankruptcy counsel.
DIAMOND SPORTS: Sinclair Broadcast Wants Speedy Separation from Co.
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Jonathan Randles of Bloomberg Law reports that Sinclair Broadcast
wants to speed-up separation from Diamond Sports.
Sinclair Broadcast Group Inc. told a court it wants a faster
breakup from its bankrupt sports broadcasting unit after the
company was accused of draining more than $1.5 billion from the
subsidiary.
Sinclair on Monday, August 21, 2023, provided a defense against
allegations it wrongly extracted substantial sums from its Diamond
Sports Group subsidiary before the unit filed bankruptcy earlier
this 2023. Sinclair said it agreed to waive millions of dollars in
management fees and provided other financial assistance in hopes
restructuring Diamond’s balance sheet.
About Diamond Sports Group
Diamond Sports Group, LLC and its affiliates own and/or operate the
Bally Sports Regional Sports Networks, making them the nation's
leading provider of local sports programming. DSG's 19 Bally
Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG
also holds joint venture interests in Marquee, the home of the
Chicago Cubs, and the YES Network, the local destination for the
New York Yankees and Brooklyn Nets. The RSNs produce about 4,500
live local professional telecasts each year in addition to a wide
variety of locally produced sports events and programs. DSG is an
unconsolidated and independently run subsidiary of Sinclair
Broadcast Group.
Diamond Sports Group and 29 of its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90116) on March 14, 2023. In the petition filed by David F.
DeVoe, Jr., as chief financial officer and chief operating officer,
Diamond Sports Group listed $1 billion to $10 billion in both
assets and liabilities.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP
and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler
Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan,
LLP as special counsels; AlixPartners, LLP as financial advisor;
Moelis & Company, LLC and LionTree Advisors, LLC as investment
bankers; Deloitte Tax, LLP as tax advisor; Deloitte Financial
Advisory Services, LLP as accountant; and Deloitte Consulting, LLP
as consultant. Kroll Restructuring Administration, LLC is the
claims agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel;
FTI Consulting, Inc. as financial advisor; and Houlihan Lokey
Capital, Inc. as investment banker.
DIGIPATH INC: Posts $294K Net Income in Third Quarter
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Digipath, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing net income of $293,533
on $0 of revenues for the three months ended June 30, 2023,
compared to a net loss of $576,733 on $0 of revenues for the three
months ended June 30, 2022.
For the nine months ended June 30, 2023, the Company reported a net
loss of $14,295 on $0 of revenues compared to a net loss of $1.23
million on $0 of revenues for the nine months ended June 30, 2022.
As of June 30, 2023, the Company had $1.29 million in total assets,
$3.43 million in total liabilities, $333,600 in series B
convertible preferred stock, and a total stockholders' deficit of
$2.47 million.
As of June 30, 2023, the Company had negative working capital of
$2,567,011, and accumulated recurring losses of $20,023,066, and
$325,587 of cash on hand, which may not be sufficient to sustain
operations. The Company said these factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management is actively pursuing new customers to increase revenues.
In addition, the Company is currently seeking additional sources of
capital to fund short-term operations. Management believes these
factors will contribute toward achieving profitability.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1502966/000149315223029409/form10-q.htm
About DigiPath
Headquartered in Las Vegas, Nevada, Digipath, Inc. --
www.digipath.com -- offers full-service testing lab for cannabis,
hemp and ancillary cannabis and hemp infused products serving
growers, dispensaries, caregivers, producers, patients and
eventually all end users of cannabis and botanical products.
DigiPath reported a net loss of $2.06 million for the year ended
Sept. 30, 2022, compared to a net loss of $686,503 for the year
ended Sept. 30, 2021. As of Dec. 31, 2022, the Company had $1.18
million in total assets, $3.73 million in total liabilities,
$333,600 in series B convertible preferred stock, and a total
stockholders' deficit of $2.88 million.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
Jan. 17, 2023, citing that the Company has recurring losses from
operations and insufficient working capital, which raises
substantial doubt about its ability to continue as a going concern.
DIGITAL MEDIA: Incurs $47.5 Million Net Loss in Second Quarter
--------------------------------------------------------------
Digital Media Solutions, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $47.49 million on $82.55 million of net revenue for the
three months ended June 30, 2023, compared to a net loss of $11.88
million on $91.20 million of net revenue for the three months ended
June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $68.19 million on $172.86 million of net revenue compared
to a net loss of $17.24 million on $200.31 million of net revenue
for the six months ended June 30, 2022.
As of June 30, 2023, the Company had $177.91 million in total
assets, $322.59 million in total liabilities, $16.33 million in
preferred stock, and a total deficit of $161.01 million.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1725134/000162828023029901/dms-20230630.htm
About Digital Media
Headquartered in Clearwater, Florida, Digital Media Solutions, Inc.
(NYSE: DMS) -- @ digitalmediasolutions.com -- is a provider
of data-driven, technology-enabled digital performance advertising
solutions connecting consumers and advertisers within the auto,
home, health, and life insurance, plus a long list of top consumer
verticals. The DMS first-party data asset, proprietary advertising
technology, significant proprietary media distribution, and
data-driven processes help digital advertising clients de-risk
their advertising spend while scaling their customer bases.
Digital Media reported a net loss of $52.50 million for the year
ended Dec. 31, 2022. As of March 31, 2023, the Company had $238.81
million in total assets, $337.08 million in total liabilities,
$4.99 million in preferred stock, and a total deficit of $103.27
million.
Digital Media received notice from the New York Stock Exchange on
March 30, 2023, indicating that the Company is not in compliance
with NYSE's continued listing standards because the average closing
price of the Company's common stock was less than $1.00 over a
consecutive 30 trading-day period.
* * *
As reported by the TCR on Dec. 16, 2022, S&P Global Ratings lowered
its issuer credit rating on Digital Media Solutions Inc. (DMS) to
'CCC+' from 'B-'. S&P said, "We view DMS' capital structure as
unsustainable absent sustainable increases in its EBITDA and FOCF.
We do not expect that the company will significantly improve its
credit metrics until 2024. DMS is dependent on improvements in
macroeconomic conditions and insurance carrier profitability to
support increased ad spending on its platform and additional sales
through its independent insurance agents."
DIOCESE OF OGDENSBURG: Hires Blank Rome as Insurance Counsel
------------------------------------------------------------
The Roman Catholic Diocese of Ogdensburg, New York seeks approval
from the U.S. Bankruptcy Court for the Northern District of New
York to employ Blank Rome LLP as its special insurance counsel.
Blank Rome will advise the Debtor with respect to its various
insurance policies and insurance coverage related litigation,
including, but not limited to, insurance coverage litigation
relating to sexual abuse.
The firm will charge $525 per hour for junior associates and $1,350
per hour for partners.
James Murray, Esq., a partner at Blank Rome, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
James R. Murray, Esq.
BLANK ROME, LLP
1825 Eye Street NW
Washington, D.C. 20006
Tel: (202) 420-2200
Email: jim.murray@blankrome.com
About Roman Catholic Diocese of Ogdensburg
The Diocese of Ogdensburg is a Latin Church ecclesiastical
territory, or diocese, of the Catholic Church in the North Country
region of New York State in the United States. It is a suffragan
diocese in the ecclesiastical province of the Archdiocese of New
York. Its cathedral is St. Mary's in Ogdensburg.
The Diocese of Ogdensburg was founded on February 16, 1872. It
comprises the entirety of Clinton, Essex, Franklin, Jefferson,
Lewis and St. Lawrence counties and the northern portions of
Hamilton and Herkimer counties. The current bishop is Terry Ronald
LaValley.
On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in
both assets and liabilities. Mark Mashaw, diocesan fiscal officer,
signed the petition.
Judge Patrick G. Radel oversees the case.
Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel.
Stretto, Inc., is the claims agent and administrative advisor.
DIOCESE OF OGDENSBURG: Hires Bond Schoeneck & King as Counsel
-------------------------------------------------------------
The Roman Catholic Diocese of Ogdensburg, New York seeks approval
from the U.S. Bankruptcy Court for the Northern District of New
York to employ Bond, Schoeneck & King, PLLC as its counsel.
The firm's services include:
a. advising the Diocese regarding its function and duties as a
debtor in possession;
b. assisting in the preparation of the Diocese's schedules of
assets and liabilities and statement of financial affairs;
c. negotiations with all creditors, including secured
lenders;
d. examinations of liens against property of the estate;
e. negotiations with taxing authorities, if necessary;
f. representing the Diocese in proceedings and hearings in the
United States District and Bankruptcy Courts for the Northern
District of New York;
g. preparing and filing on behalf of the Diocese, all
necessary applications, motions, orders, reports, complaints,
answers and other pleadings and documents in the administration of
the estate;
h. taking all necessary action to protect and preserve the
Diocese's estate, including the prosecution of actions on the
Diocese's behalf, the defense of any actions commenced against the
Diocese, negotiations in connection with any litigation in which
the Diocese is involved, and objections to claims filed against the
Diocese's estate;
i. providing assistance, advice and representation concerning
the confirmation of any proposed plan(s) and solicitation of any
acceptances or responding to rejections of such plan(s);
j. providing assistance, advice and representation concerning
any investigation of the assets, liabilities and financial
condition of the Diocese that may be required under local, state or
federal law;
k. providing counsel and representation with respect to
assumption or rejection of executory contracts and leases, sales of
assets and other bankruptcy-related matters arising from this
Chapter 11 Case;
l. advising the Diocese regarding all legal matters arising
during the Chapter 11 Case, including, but not limited to,
corporate, finance, intellectual property, tax and commercial
matters; and
m. all other pertinent and required representation in
connection with the provisions of the Bankruptcy Code.
The Debtor paid to Bond Schoeneck & King a retainer in the amount
of $148,262.
The range of hourly rates for timekeepers who Bond Schoeneck & King
anticipates will provide services in connection with this
representation is from $150 to $550 per hour, subject to increase
annually.
Charles Sullivan, Esq., a partner at Bond Schoeneck & King,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Charles J. Sullivan, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202-1355
Tel: (518) 533-3000
Email: csullivan@bsk.com
About Roman Catholic Diocese of Ogdensburg
The Diocese of Ogdensburg is a Latin Church ecclesiastical
territory, or diocese, of the Catholic Church in the North Country
region of New York State in the United States. It is a suffragan
diocese in the ecclesiastical province of the Archdiocese of New
York. Its cathedral is St. Mary's in Ogdensburg.
The Diocese of Ogdensburg was founded on February 16, 1872. It
comprises the entirety of Clinton, Essex, Franklin, Jefferson,
Lewis and St. Lawrence counties and the northern portions of
Hamilton and Herkimer counties. The current bishop is Terry Ronald
LaValley.
On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in
both assets and liabilities. Mark Mashaw, diocesan fiscal officer,
signed the petition.
Judge Patrick G. Radel oversees the case.
Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel.
Stretto, Inc., is the claims agent and administrative advisor.
DIOCESE OF OGDENSBURG: Hires Costello Cooney as Special Counsel
---------------------------------------------------------------
The Roman Catholic Diocese of Ogdensburg, New York seeks approval
from the U.S. Bankruptcy Court for the Northern District of New
York to employ Costello, Cooney, & Fearon, PLLC as its special
counsel.
Costello will continue to assist the Diocese in evaluating the
merits of the Abuse Claims advising the Diocese concerning same,
and providing information to the Court and any abuse claim reviewer
concerning such claims.
The current hourly rates for attorneys and paralegals who may
provide services are as follows:
Jennifer L. Wang (Partner Rate) $275
Maureen G. Fatcheric (Partner Rate) $275
Robert J. Smith (Partner Rate) $275
Associates/Kelly J. Pare $200
Kimberly A. Nedza $200
Paralegals/Amanda Rocco $100
Lori Pitcher $100
Jennifer Wang, Esq., member of the law firm of Costello, disclosed
in the court filing that her firm is a disinterested person in
accordance with 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Jennifer L. Wang, Esq.
COSTELLO, COONEY, & FEARON, PLLC
211 W. Jefferson St., Ste 1
Syracuse, NY 13202
Phone: (315) 422-1152
Email: jwang@ccf-law.com
About Roman Catholic Diocese of Ogdensburg
The Diocese of Ogdensburg is a Latin Church ecclesiastical
territory, or diocese, of the Catholic Church in the North Country
region of New York State in the United States. It is a suffragan
diocese in the ecclesiastical province of the Archdiocese of New
York. Its cathedral is St. Mary's in Ogdensburg.
The Diocese of Ogdensburg was founded on February 16, 1872. It
comprises the entirety of Clinton, Essex, Franklin, Jefferson,
Lewis and St. Lawrence counties and the northern portions of
Hamilton and Herkimer counties. The current bishop is Terry Ronald
LaValley.
On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in
both assets and liabilities. Mark Mashaw, diocesan fiscal officer,
signed the petition.
Judge Patrick G. Radel oversees the case.
Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel.
Stretto, Inc., is the claims agent and administrative advisor.
DIOCESE OF OGDENSBURG: Hires Schwerzmann & Wise as Special Counsel
------------------------------------------------------------------
The Roman Catholic Diocese of Ogdensburg, New York seeks approval
from the U.S. Bankruptcy Court for the Northern District of New
York to employ Schwerzmann & Wise, P.C. as its special counsel.
The firm will represent the Debtor with respect to:
(i) negotiation and defense of Abuse Claims;
(ii) response to the subpoena dated Sep. 6, 2018 issued to the
Diocese by the Office of the Attorney General of the State of New
York, and
(iii) other litigation matters and nonbankruptcy legal matters.
Schwerzmann customarily charges hourly rates of $260 for attorney's
time, and $100 for paralegals' time.
Keith Caughlin, Esq., member of the law firm of Schwerzmann & Wise,
P.C., disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Keith B. Caughlin, Esq.
SCHWERZMANN & WISE, P.C.
220 Sterling Street
Watertown, NY 13601
Tel: (315) 788-6700
Fax: (315) 788-2813
About Roman Catholic Diocese of Ogdensburg
The Diocese of Ogdensburg is a Latin Church ecclesiastical
territory, or diocese, of the Catholic Church in the North Country
region of New York State in the United States. It is a suffragan
diocese in the ecclesiastical province of the Archdiocese of New
York. Its cathedral is St. Mary's in Ogdensburg.
The Diocese of Ogdensburg was founded on February 16, 1872. It
comprises the entirety of Clinton, Essex, Franklin, Jefferson,
Lewis and St. Lawrence counties and the northern portions of
Hamilton and Herkimer counties. The current bishop is Terry Ronald
LaValley.
On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in
both assets and liabilities. Mark Mashaw, diocesan fiscal officer,
signed the petition.
Judge Patrick G. Radel oversees the case.
Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel.
Stretto, Inc., is the claims agent and administrative advisor.
DIOCESE OF OGDENSBURG: Seeks to Hire Pinto Mucenski as Accountant
-----------------------------------------------------------------
The Roman Catholic Diocese of Ogdensburg, New York seeks approval
from the U.S. Bankruptcy Court for the Northern District of New
York to employ Pinto Mucenski Hooper Vanhouse & Co., Certified
Public Accountants, P.C., as its accountants.
Pinto will audit the Debtor's financial statements in connection
with its business operations, including to finalize the audit for
the fiscal year ending June 30, 2023. Pinto will also provide its
accounting expertise to the Debtor in the ordinary course of
business.
The firm will be paid at these hourly rates:
Edward S. Mucenski, CPA $200
Manager $110
Staff $90
Edward Mucenski, CPA, a partner at Pinto, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Edward S. Mucenski, CPA
Pinto Mucenski Hooper
VANHOUSE & CO., CPA'S, PC
42 Market St
Potsdam, NY 13676
Phone: (315) 265-6080
About Roman Catholic Diocese of Ogdensburg
The Diocese of Ogdensburg is a Latin Church ecclesiastical
territory, or diocese, of the Catholic Church in the North Country
region of New York State in the United States. It is a suffragan
diocese in the ecclesiastical province of the Archdiocese of New
York. Its cathedral is St. Mary's in Ogdensburg.
The Diocese of Ogdensburg was founded on February 16, 1872. It
comprises the entirety of Clinton, Essex, Franklin, Jefferson,
Lewis and St. Lawrence counties and the northern portions of
Hamilton and Herkimer counties. The current bishop is Terry Ronald
LaValley.
On July 17, 2023, the Roman Catholic Diocese of Ogdensburg sought
relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D.N.Y. Case No. 23-60507), with $10 million and $50 million in
both assets and liabilities. Mark Mashaw, diocesan fiscal officer,
signed the petition.
Judge Patrick G. Radel oversees the case.
Bond, Schoeneck & King, PLLC is the Diocese's bankruptcy counsel.
Stretto, Inc., is the claims agent and administrative advisor.
DISPATCH SUPPORT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Dispatch Support Services LLC
3272 Gale Avenue
Long Island City, NY 11101
Business Description: The Debtor is part of the taxi and limousine
service industry.
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-43089
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Salvatore LaMonica, Esq.
LAMONICA HERBST & MANISCALCO, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Tel: 516-826-6500
Email: sl@lhmlawfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shafquat Chaudhary as appointed
manager.
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/AAT2VCY/Dispatch_Support_Services_LLC__nyebke-23-43089__0001.0.pdf?mcid=tGE4TAMA
DREAM FINDERS: Moody's Assigns B2 CFR & Rates $300MM Unsec Notes B2
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $300 million
senior unsecured notes of Dream Finders Homes, Inc. In addition,
Moody's assigned a B2 corporate family rating, a B2-PD probability
of default rating and SGL-3 speculative grade liquidity rating to
Dream Finders. The outlook is stable.
Proceeds from the notes issuance were used to partially pay down
the outstanding balance on the company's unsecured revolving credit
facility. This is the first time Moody's has assigned ratings to
Dream Finders Homes.
"The B2 rating reflects Dream Finders' prudent approach to land
purchases that helps minimizes impairment risk, offset by a weaker
financial policy due to high debt leverage, an aggressive growth
strategy and heavy reliance on its revolver," said Griselda Bisono,
a Moody's Vice President - Senior Analyst. "The rating is further
constrained by the company's small regional scale and geographic
concentration in Texas and Florida," added Bisono.
Assignments:
Issuer: Dream Finders Homes, Inc.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Speculative Grade Liquidity Rating, Assigned SGL-3
Senior Unsecured Regular Bond/Debenture, Assigned B2
Outlook Actions:
Issuer: Dream Finders Homes, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Dream Finders Homes' B2 CFR reflects the company's highly
conservative land strategy, that focuses on acquiring finished lots
exclusively through option contracts. This land-light approach
helps reduce impairment risk and increases inventory turns for the
company. The rating is further supported by a diverse product
platform that includes a mix of entry-level, first- and second-
move-up homes, which appeals to a broad spectrum of buyers at
different life stages. The company is relatively small in scale
within most markets in which it operates when compared to the
universe of publicly rated homebuilders. Dream Finders Homes does
have an active growth strategy that includes both organic growth
and acquisitions, with a focus on increased scale within its
existing markets.
The rating is constrained by high debt leverage, defined as total
debt to book capitalization, which as of June 30, 2023 was about
52%, although Moody's expects leverage to decline closer to 45% by
the end of 2024 as a result of net income growth. The company has
geographic concentration in Florida and Texas, which made up about
two-thirds of closings for the last twelve month period ended June
30, 2023. While the company has presence in a number of markets,
the company's scale within these markets is relatively small.
Furthermore, of concern is the company's short operating history,
particularly at its current scale , in a highly cyclical sector.
That said, Dream Finders Homes has a small, but experienced
management team with public company and homebuilding backgrounds.
This experience should help support the company's efforts to grow
and diversify.
Dream Finders Homes' SGL-3 speculative grade liquidity rating
reflects Moody's view that the company will maintain a high
quarterly cash balance between $250-300 million, offset by heavy
reliance on its $1.2 billion revolving credit facility. The company
has begun to shift the capital structure through its recent
unsecured notes issuance, which will reduce its revolver usage and
improve its maturity profile. However, given the company's
significant dependence on its revolver, this transition will take
time. Other liquidity factors considered include expectation of
sufficient cushion under the financial maintenance covenants of the
credit facility, no near-term debt maturities and limited
alternative sources of liquidity given the company's land-lite
strategy.
The company's debt capital consists of $300 million of senior
unsecured notes due 2028 and a $1.24 billion unsecured revolving
credit facility. About $1.085 billion of the revolver commitment
expires in July 2026 with the remaining commitment expiring in June
2025. The B2 rating on Dream Finders Homes' senior unsecured notes,
at the same level with B2 CFR, reflects the fact that this class of
debt represents the preponderance of debt in the capital
structure.
The stable outlook reflects Moody's expectations that Dream Finders
Homes will continue to maintain a conservative land strategy while
executing strategic growth in existing markets.
ESG CONSIDERATIONS
Dream Finders Homes' credit impact score of CIS-4 takes into
consideration the company's elevated governance risk, including
high debt leverage, a concentrated ownership structure and a
limited operating track record, offset by company's status as a
publicly traded company which enhances transparency. These
governance considerations are reflected in the company's issuer
profile score of G-4. Dream Finders' environmental and social risks
that are in line with the wider homebuilding sector, as reflected
by the assigned issuer profile scores of E-3 and S-3,
respectively.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would consider an upgrade to the ratings should
homebuilding debt to book capitalization decline closer to 50%,
tangible net worth exceeds $1 billion and EBIT to interest coverage
is maintained above 3.0x. Other positive credit factors that would
need to be present include favorable industry conditions,
improvement in gross margin and maintenance of good liquidity.
Moody's would consider a downgrade to the ratings if homebuilding
debt to book capitalization is sustained above 60% or EBIT to
interest coverage declines below 2.0x. A weakening of industry
conditions causing meaningful declines in revenue and gross margin
and result in net losses, or a weakening in liquidity could also
lead to a ratings downgrade.
The principal methodology used in these ratings was Homebuilding
and Property Development published in October 2022.
Dream Finders Homes, headquartered in Jacksonville, Florida, is a
homebuilder focused on the construction of entry-level and move-up
single-family homes. The company operates in several markets within
Florida, Texas, North Carolina, South Carolina, Georgia, Colorado
and the DC Metro area.
EKSO BIONICS: Inks Fifth Amendment to Pacific Loan Agreement
------------------------------------------------------------
Ekso Bionics Holdings, Inc., Ekso Bionics, Inc., the Company's
wholly owned subsidiary, and Pacific Western Bank, as lender,
entered into the Fifth Amendment to Loan and Security Agreement.
As disclosed in a Form 8-K filed with the Securities and Exchange
Commission, the Amendment amends that certain Loan and Security
Agreement dated as of Aug. 13, 2020, by and between the Borrower
and the Lender to, among other things, (i) have daily borrowings
under the Term Loan bear interest at a variable annual rate equal
to the greater of (A) the Lender's "prime rate" then in effect and
(B) 4.50%, (ii) cause the Borrower to maintain all of its
depository, operating, and investment accounts with Lender and
(iii) extend the Term Loan Maturity Date to Aug. 13, 2026.
About Ekso Bionics
Ekso Bionics Holdings, Inc. -- @ www.eksobionics.com -- is a
developer of exoskeleton solutions that amplify human potential by
supporting or enhancing strength, endurance, and mobility across
medical and industrial applications. Founded in 2005, the Company
continues to build upon its industry-leading expertise to design
some of the most cutting-edge, innovative wearable robots available
on the market.
Ekso Bionics reported a net loss of $15.08 million in 2022, a net
loss of $9.76 million in 2021, a net loss of $15.83 million in
2020, a net loss of $12.13 million in 2019, and a net loss of
$26.99 million in 2018. As of March 31, 2023, the Company had
$37.10 million in total assets, $15.82 million in total
liabilities, and $21.28 million in total stockholders' equity.
ELITE LIMOUSINE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Elite Limousine Plus, Inc.
3272 Gale Avenue
Long Island City, NY 11101
Business Description: The Debtor is part of the taxi and
limousine service industry.
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-43088
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Salvatore LaMonica, Esq.
LAMONICA HERBST & MANISCALCO, LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Tel: 516-826-6500
Email: sl@lhmlawfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Shafquat Chaudhary as president.
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/DJYRW3I/Elite_Limousine_Plus_Inc__nyebke-23-43088__0001.0.pdf?mcid=tGE4TAMA
ELMER ANGELO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Elmer Angelo, Inc.
d/b/a Launderland
d/b/a The Laundry Center
611 Fourth Street
Winters, CA 95694
Chapter 11 Petition Date: August 30, 2023
Court: United States Bankruptcy Court
Eastern District of California
Case No.: 23-22984
Debtor's Counsel: Mark A. Wolff, Esq.
WOLFF & WOLFF
8861 Williamson Drive, Suite 30
Elk Grove, CA 95624
Tel: 916-714-5050
Fax: 916-714-5054
E-mail: attorneys@wolffandwolff.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Norman Laukkanen as chief financial
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RS7KYCI/Elmer_Angelo_Inc__caebke-23-22984__0001.0.pdf?mcid=tGE4TAMA
ENCINO TOWERS: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for Region 16 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Encino Towers, LLC.
About Encino Towers
Encino Towers, LLC, a company in Encino, Calif., filed voluntary
Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-10965) on July
10, 2023, with $10 million to $50 million in both assets and
liabilities. Kaysan Ghasseminejad, managing member, signed the
petition.
Judge Victoria S. Kaufman oversees the case.
RHM Law, LLP represents the Debtor as bankruptcy counsel.
EVENT PROMOTION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Event Promotion Supply, Inc.
d/b/a EPS Doublet
12900 E. Smith Road #100
Aurora, CO 80011
Business Description: The Debtor is a large format printing
company. EPS-Doublet can create a custom
trade show booth design, fabricate, install,
and even manage a show.
Chapter 11 Petition Date: August 30, 2023
Court: United States Bankruptcy Court
District of Colorado
Case No.: 23-13911
Debtor's Counsel: Annette Jarvis, Esq.
GREENBERG TRAURIG LLP
222 S Main Street, Suite 1730
Salt Lake City, UT 84101
Tel: 801-478-6900
Email: jarvisa@gtlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jon Leasia as secretary.
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/YRYV4MA/Event_Promotion_Supply_Inc__cobke-23-13911__0001.0.pdf?mcid=tGE4TAMA
FANJOY CO: Taps Eventus Advisory Group as Financial Advisor
-----------------------------------------------------------
Fanjoy Co. seeks approval from the U.S. Bankruptcy Court for the
Northern District of Georgia to hire designee Greg Lopez of Eventus
Advisory Group, LLC as its financial advisor.
The firm will render these services:
(a) advice and guide the Debtor on financial matters so that
the Debtor can create and perform under a Chapter 11 plan of
reorganization; and prepare and analyze all schedules, reports,
projections, and financial documents required of a Chapter 11
debtor;
(b) review all financial information, including all
receivables and payables, of the Debtor, and, recommend that
certain payments be made to employees, suppliers and creditors as
the Debtor shall deem prudent to maintain the Debtor's business
operations and assets as may be permitted by the Court;
(c) assume the functional equivalent of such duties as are
usually and customarily performed by an employee financial advisor,
as the case may be, of the Debtor or by a business of similar kind
and size;
(d) provide such other financial advisory services as may be
mutually agreed upon by the Debtor and the financial advisor.
Mr. Lopez shall be paid at an hourly rate of $350. The Debtor may
make weekly payments which shall total no more than $8,000 per
month.
Mr. Lopez disclosed in the court filing that he represents no
interest adverse to the Debtor in the matters upon which the firm
is to be engaged.
The advisor can be reached through:
Greg Lopez
EVENTUS ADVISORY GROUP, LLC
14201 N. Hayden Road, Suite A-1
Scottsdale, AZ 85260
TelePhone: (480) 659-6404
Facsimile: (480) 659-6407
Email: glopez625@gmail.com
About Fanjoy Co.
Fanjoy Co. has been operating since 2014 and was incorporated in
Delaware in 2014 to provide platform and merchandise marketplace
services to social media content creators. The Debtor operates the
fanjoy.co website, which provides end-to-end design, production,
fulfillment, customer support, e-mail marketing, photoshoots,
product shots, and paid advertisement services for its Content
Creators. The Business is operated by the Debtor's principal,
Christopher Vaccarino, out of his residence in Brookhaven,
Georgia.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57565) on August 8,
2023. In the petition signed by Christopher Vaccarino, president,
the Debtor disclosed up to $500,000 in assets and up to $10 million
in liabilities.
Judge Paul W. Bonapfel oversees the case.
Leslie Pineyro, Esq., at Jones and Walden, LLC, represents the
Debtor as legal counsel.
FEDNAT HOLDING: US Trustee Wants Separate Disclosures
-----------------------------------------------------
The United States Trustee filed a sur-reply in opposition to the
Joint Plan of FedNat Holding Company, et al.'s motion to approve
the filing of a Combined Disclosure Statement and Plan.
The United States Trustee points out that the requirement under the
Bankruptcy Code and Rules in a standard chapter 11 case is that the
plan proponent must file a disclosure statement and a plan-as
separate unique and distinct documents.
But the plan proponents in this instant case believe that the
parties in interest would be better off reading just one document.
To that end, they seek authority by this Honorable Court to file a
combined document. Their requested relief is contrary to the
explicit statutory language under 11 U.S.C. section 1125.
About Fednat Holding Company
FedNat Holding Co. -- https://www.fednat.com -- is a regional
insurance holding company in Sunrise, Fla., which controls
substantially all aspects of the insurance underwriting,
distribution and claims processes through subsidiaries and
contractual relationships with independent and general agents. It
is not an insurance carrier and does not issue insurance policies.
Rather, FedNat provides agency, underwriting and policy holder
services to its insurance carrier clients. Its business is
comprised of two primary components: underwriting and claims
processing.
FedNat and its affiliates filed petitions for relief under
Chapter11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
22-19451) on Dec. 11, 2022. In the petition filed by its manager,
Mark Allen, FedNat reported assets between $10 million and $50
million and liabilities between $100 million and $500 million.
Judge Peter D. Russin oversees the cases.
The Debtors tapped Shane G. Ramsey, Esq., at Nelson Mullins Riley &
Scarborough, LLP as legal counsel and Aprio, LLP as tax preparer.
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Pachulski Stang Ziehl & Jones, LLP as lead
bankruptcy counsel; Bast Amron, LLP as local counsel; and
AlixPartners, LLP as financial advisor.
FR-AM TWO: Park Avenue Property Up for Sale on October 11
---------------------------------------------------------
In accordance with applicable provisions of the Uniform Commercial
Code as enacted in New York 56th and Park (NY) Owner LLC ("secured
party"), will offer for sale at public auction all of the right,
title and interest of FR-AM Two LLC ("pledgor") in and to these
assets: (i) 100% of the limited liability company interests in
FR-AM One LLC; and (ii) certain related rights and property
relating thereto.
Secured Party's understanding is that the principal asset of the
pledged entity is that certain fee interest in the premises located
at 432 Park Avenue, Units 78B and 28H, New York, New York 10022
("property").
The collateral secures indebtedness owning by pledgor to secured
party in a principal amount of $31,622,858.29 plus unpaid interest
on principal, default interest through the date of the public sale,
attorneys' fees, reasonable fees and costs, including the costs to
sell the collateral, subject to open charges and all additional
costs, fees and disbursements permitted by law ("debt"). In
connection with a loan that secured party, as lender made to
pledgor, secured party was granted a first priority lien on the
collateral by pledgor pursuant to that certain pledge and security
agreement dated as of May 9, 2022 ("pledge agreement"). The
secured party is offering the collateral for sale in connection
with the foreclosure on the pledge of such interests based upon the
occurrence of one or more events of default under the pledge
agreement and in accordance of such interests based upon the
occurrence of one or more events of default under the pledge
agreement and in accordance with its rights as holder of the
security under Article 9 of the UCC virtue of that certain UCC-1
filing statement filed with the Delaware Department of State on May
12, 2022, as as UCC Filing No. 2022 4018123.
The public sale will be conducted by Mannion Auctions, under the
direction of Matthew D. Mannion, as is selected by secured party in
its sole and absolute discretion.
The public sale will be held at 2:00 p.m. (EDT) on Oct. 11, 2023,
at the offices of Alston & Bird LLP, 90 Park Avenue 15th Floor, New
York, New York 10016 and will also be broadcast for virtual bidding
via zoom videoconference as follows:
Meeting Link: https://bit.ly/432ParkUCC
Meeting ID: 864 7417 7472
Passcode: 571617
One Tap: +16469313860,,86474177472#,,,,*571617# US
Mobile: +16465588656,,86474177472#,,,,*571617# US (New York)
Dial by your location: +1 646 931 3860 US
Interested parties who intend to bid on the collateral must
contact, either the official partners, Attn: Tal Alexander, 331
Park Avenue South, 10th Floor, New York, New York 101010, +1 (917)
334-5501, tal@officialpartners.com or North Point Real Estate
Group, Attn: Greg Corbin, +1 (212) 419-8191, greg@northpointreg.com
to receive the terms and conditions of sale and bidding
instructions by Oct. 9, 2023, at 4:00 p.m.
GARCIA GRAIN: CRO Seeks to Hire Kay B. Walker as Counsel
--------------------------------------------------------
Richard S. Schmidt, CRO for Garcia Grain Trading Corp., seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Texas to employ Kay B. Walker, Esq. and The Law Office of Kay B.
Walker as his counsel.
Ms. Walker charges $350 per hour for her services, plus
reimbursement of expenses. Additionally, Walker will require a
retainer of $20,000 prior to commencing work for the CRO.
Walker is a "disinterested person" as that term is defined in Sec.
101(14), as modified by Sec. 1107(b) of the Bankruptcy Code,
according to court filings.
The firm can be reached through:
Kay B. Walker, Esq.
LAW OFFICE OF KAY B. WALKER
14326 Bluefish St.
Corpus Christi, TX 78418
Tel: (361) 533-2476
Email: kaywalker@kaywalkerlaw.com
About Garcia Grain Trading Corp.
Garcia Grain Trading Corp.'s line of business includes buying and
marketing grain, dry beans, soybeans, and inedible beans. The
company is based in Donna, Texas.
Garcia Grain Trading sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 23-70028) on Feb. 17,
2023, with $10 million to $50 million in both assets and
liabilities. Octavio Garcia, chief executive officer and president,
signed the petition.
Judge Eduardo V. Rodriguez oversees the case.
David R. Langston, Esq., at Mullin Hoard & Brown, LLP represents
the Debtor as legal counsel.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case.
Jordan & Ortiz, P.C. serves as the committee's legal counsel.
GAV REST: Unsecureds Will Get 100% of Claims over 5 Years
---------------------------------------------------------
GAV Rest. Corp. filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Disclosure Statement for Small
Business describing Plan of Reorganization dated August 24, 2023.
The Debtor operates a diner located at 69-32 Grand Ave., Maspeth,
NY 11378 that operates under the name Good Eats. The restaurant
serves a diverse menu with dine-in, outside dining, and delivery
services.
The insider of the Debtor is John Kolombos who is the President and
100% owner. Mr. Kolombos also works full time at the Debtor's
restaurant.
The bankruptcy filing was necessitated primarily by taxes owed to
New York State and the Internal Revenue Service. The Debtor file
behind with tax payments during the pandemic and through this Plan
will be paying tax creditors in full over 5 years.
The plan will be funded by a $40,000 new value contribution to be
made by John Kolombos. After payment of administrative and priority
claims, unsecured creditors will be paid in full over a period of 5
years.
Class 3 consists of all general unsecured claims. These claims will
be paid a distribution of 100% payable over a period of 5 years
from the effective date. This Class is unimpaired.
The Debtor's equity is owned 100% by John Kolombos who will retain
his equity interests in exchange for a new value contribution in
the total amount of $40,000.00. The new value contribution will be
funded prior to the hearing on confirmation of the Plan. The Debtor
believes that the contribution to the reorganization of capital in
the amount of $40,000 satisfies the new value exception to the
absolute priority rule.
Under the Plan, equity interest holders will retain their
interests.
Payments and distributions under the Plan will be funded by a
$40,000.00 contribution by the Debtor's principal John Kolombos as
well as operations of the Debtor over a period of 5 years. The
Debtor's principal represents that he has the funds required and
available to fund the plan contribution.
The Plan Proponent's financial projections show that the Debtor
will have an aggregate annual average cash flow, after paying
operating expenses and post-confirmation taxes that is sufficient
to fund all payments required by the Plan.
A full-text copy of the Disclosure Statement dated August 24, 2023
is available at https://urlcurt.com/u?l=75P5QI from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Lawrence F. Morrison, Esq.
Brian J. Hufnagel
Morrison Tenenbaum, PLLC
87 Walker Street, Floor 2
New York, NY 10013
Tel: (212) 620-0938
Email: lmorrison@m-t-law.com
About GAV Rest. Corp.
GAV Rest. Corp. filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 23-10275) on Feb. 27, 2023, with up to $50,000 in
assets and $100,001 to $500,000 in liabilities. On March 13, 2023,
the case was transferred to the U.S. Bankruptcy Court for the
Eastern District of New York under Case No. 23-40800.
Judge Jil Mazer-Marino oversees the case.
Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC is the
Debtor's legal counsel.
GOLDEN Z LLC: Court Confirms Third Amended Plan
-----------------------------------------------
Judge Timothy W. Dore has entered an order confirming the Third
Amended Chapter 11 Plan of Golden Z LLC.
Golden Z is a Washington limited liability company that was formed
in January 2017 by Zhandos Belbayev for the purpose of acquiring
real estate for investment purposes. Golden Z bought a condominium
in Kirkland, King County, Washington located at 213 4th Ct. S., #9
in February 2017 for $1,407,000 tax parcel # 082505-9014-03 (the
"Property").
At the commencement of the Chapter 11 case, Golden Z owns the
Property which it acquired in 2017 for $1,407,000. Golden Z valued
the Property in the bankruptcy schedules at $2,400,000. Golden Z
listed the Property for sale and is currently asking $2,285,000.
Wilmington is owed approximately $1,800,000 and 401 State Street
Townhomes Condominium Association is owed approximately $2400. The
Property has substantial equity. The Property currently generates
no income. It is occupied by Mr. Belbayev and family members.
Golden Z owns no other real estate or tangible personal property
and has no employees and no bank account.
Golden Z will remain in title to the Property and shall continue to
list the Property for sale. The Property will be listed for sale
though Mr. Belbayev, a licensed real estate agent. Mr. Belbayev
will waive the listing agent's share of commission at closing. The
automatic stay of 11 USC section 362 shall remain in effect until
January 31, 2024. In the event the Property is not sold by that
date, the automatic stay of 11 USC section 362 shall terminate and
secured creditors may thereafter utilize remedies to collect on
their debt and/or foreclose on their collateral. On the Effective
Date of the Plan the membership interest of Golden Z shall be held
by Zhandos Belbayev.
The sale of the Property is expressly contemplated by the Plan and
the Confirmation Order shall so state. Upon sale of the Property,
after payment of costs of sale, administrative expenses and capital
gains tax, the remainder will be paid first to Wilmington in full
satisfaction of its claim and second to 401 State Street Townhomes
Condominium Association in full satisfaction of its claim. On sale
of the Property, all secured creditors will be paid in full. The
sale will be a sale pursuant to a chapter 11 plan and not subject
to excise tax as permitted by WAC 458-61A-207.
Golden Z will continue listing the Property for sale and may adjust
the list price as market conditions warrant. The sale of the
Property shall not require approval of the Court unless the
bankruptcy case is open and/or Golden Z requires an order of sale
free and clear of liens. Golden Z will be permitted to pay at
closing the secured claims against the Property, costs of sale,
escrow fees, the commission due the selling agent, and remit the
balance of the net proceeds to Golden Z.
Under the Plan, Class 1 shall include all Unsecured Tax Claims of
Governmental Entities entitled to priority under Section 507(a)(2)
through (a)(9) of the Code will be paid in full by the Effective
Date. With respect to Class 2, Wilmington Fund Society FSB, as
trustee, will retain its lien on the Property and its claim will be
paid in full upon sale of the Property. With respect to the Class 3
claim of 401 State Street Townhomes Condominium Association, which
holds a secured claim in the amount of $2,400, the creditor shall
retain its lien on the Property and its claim shall be paid in full
upon sale of the Property.
In the event the Property is not sold by January 31, 2024, the
automatic stay of 11 USC Sec. 362 shall terminate and the Class 2
and Class 3 creditors shall be entitled to utilize its state law
remedies to collect on its debt. Zhandos Belbayev, the sole member
of Golden Z, shall receive no distribution on account of such
interest but shall retain his interest in Golden Z.
Counsel for the Debtor:
James E. Dickmeyer, Esq.
520 Kirkland Way Suite 400, PO Box 2623
Kirkland, WA 98083-2623
Tel: (425) 889-2324
A copy of the Disclosure Statement dated May 26, 2023, is available
at bit.ly/3C3ZDwK from PacerMonitor.com.
About Golden Z LLC
Golden Z, LLC, is a single asset real estate (as defined in 11
U.S.C. Section 101(51B)). The company owns a condo or coop located
at 213 4th Ct. S. #9 Kirkland, Wash., valued at $2.4 million.
Golden Z filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-10300) on Feb. 17,
2023, with $1 million to $10 million in both assets and
liabilities. Zhandos Belbayev, authorized representative of the
Debtor, signed the petition.
Judge Timothy W. Dore oversees the case.
The Debtor is represented by James E. Dickmeyer, PC.
GOLDMAKER INC: Asks Dec. 27 Extension of Plan Filing Deadline
-------------------------------------------------------------
Goldmaker, Inc. d/b/a Estelle, Corp, filed a motion to confirm a
Chapter 11 Small Business Plan of Reorganization and Disclosure
Statement pursuant to 11 U.S.C. Section 1121(e).
The Debtor requests an extension of the time by which a Plan of
Reorganization should be confirmed for an additional 90 days,
through and including Dec. 27, 2023.
Throughout this bankruptcy case, the Debtor has worked diligently
and has complied with all administrative obligations during the
pendency of the case and has timely filed all Operating Reports and
paid Quarterly Fees.
This sixth request is not made for the purpose of delay. The sixth
requested extension of the time period for confirmation, is
necessary due to the fact, that the time to confirm a plan is set
to expire on Sept. 28, 2023, but the Debtor needs additional time
to resolve a claim filed by the New York City Department of
Finance. As of today, the new lease has been concluded and
approved by the Bankruptcy Court. The Debtor is currently
providing documents requested by the New York City Department of
Finance in order to reduce the claimed amount. The Amended Plan
and Disclosure Statement will be filed upon resolution of claim
filed by the New York City Department of Finance.
During the pendency of this Bankruptcy case, the Debtor made
sufficient progress in order to be able to propose a feasible plan
of reorganization. The Debtor has resolved a claim of the
Landlord, and therefore the Debtor is confident that he will be
able to propose and thereafter confirm a feasible plan of
reorganization within the reasonable time.
Consequently, the sixth extension of the time period for
confirmation is vital for the Debtor, it will allow the Debtor to
amend and to confirm a Chapter 11 plan without violating the
Bankruptcy Code and to provide treatment to its Creditors.
Attorney for the Debtor:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347)342-3156
E-mail: alla@kachanlaw.com
About Goldmaker Inc.
Goldmaker Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
21-41309) on May 14, 2021, listing up to $50,000 in assets and up
to $500,000 in liabilities. Judge Jil Mazer-Marino oversees the
case. Alla Kachan, Esq., at the The Law Offices of Alla Kachan, PC,
is serving as the Debtor's legal counsel.
GREAT CATERERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Great Caterers LLC
208 First Avenue
New York, NY 10009
Business Description: Great Caterers is a full-service restaurant
in New York.
Chapter 11 Petition Date: August 30, 2023
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 23-11383
Debtor's Counsel: Jonathan S. Pasternak, Esq.
DAVIDOFF HUTCHER & CITRON LLP
605 Third Avenue
34th Floor
New York, NY 10158
Tel: 212-557-7200
Fax: 212 286 1884
Email: jsp@dhclegal.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Roland Semaan as 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/IPHM6OA/Great_Caterers_LLC__nysbke-23-11383__0001.0.pdf?mcid=tGE4TAMA
GRIFFON MONKEY: Public Auction Slated for Sept. 13
--------------------------------------------------
Newmark & Company Real Estate Inc., on behalf of ACM CRE Seller 2
LLC, as successor of ACM CRE Fund 1-L LLP ("Secured Party"), offers
for sale at a Uniform Commercial Code sale to be held on Sept. 13,
2023, at 2:00 p.m. ET at the offices of Ellis George Cipollone
O'Brien Annaguey LLP, at 152 W. 47th Street, 28th Floor, New York,
New York 10019, and via Zoom at https://bit.ly/17W24UCC, 100% of
the issued and outstanding limited liability company interests of
Griffon Monkey LLC ("mortgage borrower") delivered by DS 17 West
24th Street Holding LLC ("pledgor") to and for the benefit of
secured creditor, along with such other property of pledgor related
to the interests as described in section 2 of the pledged and
security agreement ("pledged agreement") available for review at
https://rimarketplace.com/listing/38890 upon execution of a
confidentiality and non-disclosure agreement.
Mortgage borrower owns, leases, and controls a commercial property
located at 17 West 24th Street, New York, New York 10010
("property").
Secured creditor made certain loans pursuant to an acquisition loan
agreement dated as of Oct. 4, 2019, by and between mortgage
borrower and secured creditor, as amended by, inter alia, that
certain first amendment to acquisition loan, omnibus amendment to
loan documents and satisfaction of project loan dated as of Oct. 4,
2022, by and between mortgage borrower and secured creditor, that
certain second amendment to acquisition loan agreement dated as of
March 28, 2023, by and between mortgage borrower and secured
creditor which were secured by inter alia, pledge agreement, by
which pledgor pledged the collateral to secured creditor, and
granted to secured creditor a first priority security interest in
and to the collateral. Secured creditor is offering the collateral
for sale in connection with the foreclosure of the pledge of such
collateral.
Newmark can be reached at:
Brock Cannon
Newmark & Company Real Estate Inc.
Tel: 212-372-2066
Email: brock.cannon@nmrk.com
GRUPO HIMA: Gets OK to Hire Epiq as Claims and Noticing Agent
-------------------------------------------------------------
Grupo HIMA San Pablo, Inc., and its debtor-affiliates seek approval
from the United States Bankruptcy Court for the District of Puerto
Rico to hire Epiq Corporate Restructuring, LLC as their official
notice agent.
Epiq will oversee the distribution of notices and will assist in
the maintenance, processing, and docketing of proofs of claim filed
in the Chapter 11 cases of the Debtors.
The hourly rates of Epiq's professionals are as follows:
Clerical/Administrative Support $25 to $55
IT/Programming $55 to $85
Project Managers/Consultants/Directors $75 to $180
Solicitation Consultant $180
Executive Vice President, Solicitation $190
In addition, Epiq will seek reimbursement for expenses incurred.
Kate Mailloux, a senior director at Epiq Corporate Restructuring,
disclosed in a court filing that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Kate Mailloux
Epiq Corporate Restructuring, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Telephone: (646) 282-2532
Email: kmailloux@epiqglobal.com
About Grupo HIMA San Pablo, Inc.
Grupo HIMA San Pablo, Inc. serves 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. As of August 2023, the HIMA GROUP operates four
hospitals, with over 1,200 licensed beds, including an Oncological
Hospital, a multi-specialty physician practice management company,
Home Care Service (including infusion therapies and wound care), a
free-standing Ambulatory Center and a 16-Ambulance Service
Company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02510-EAG11) on August
15, 2023. In the petition signed by Armando J. Rodriguez-Benitez,
chief executive officer, the Debtor disclosed up to $1 billion in
assets and up to $500,000 in liabilities.
Judge Enrique S. Lamoutte Inclan oversees the case.
Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, represents
the Debtor as legal counsel.
GRUPO HIMA: Hires Ankura Consulting to Provide CRO, RO & AT
-----------------------------------------------------------
Grupo HIMA San Pablo, Inc., and its debtor-affiliates seek approval
from the United States Bankruptcy Court for the District of Puerto
Rico to hire Ankura Consulting Group, LLC and designate Stephen
Marotta as chief restructuring officer, Russell Perry as
restructuring officer and Robert Weigel as assistant treasurer.
The Debtors shall pay to Ankura a flat, weekly nonrefundable fee of
$125,000 for the first four weeks and $100,000 for the remaining
weeks, for the Ankura Personnel (CRO, RO and AT) services. The Fee
will be payable each Monday, in advance.
Ankura shall be entitled to reimbursement of actual, reasonable,
documented out-of-pocket and direct expenses.
Ankura is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, as disclosed in court filings.
The firm can be reached through:
Stephen Marotta
ANKURA CONSULTING GROUP, LLC
485 Lexington Avenue, 10th Floor
New York, NY 10017
Tel: (212) 818-1555
Fax: (212) 818-1551
Email: stephen.marotta@ankura.com
About Grupo HIMA San Pablo, Inc.
Grupo HIMA San Pablo, Inc. serves 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. As of August 2023, the HIMA GROUP operates four
hospitals, with over 1,200 licensed beds, including an Oncological
Hospital, a multi-specialty physician practice management company,
Home Care Service (including infusion therapies and wound care), a
free-standing Ambulatory Center and a 16-Ambulance Service
Company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02510-EAG11) on August
15, 2023. In the petition signed by Armando J. Rodriguez-Benitez,
chief executive officer, the Debtor disclosed up to $1 billion in
assets and up to $500,000 in liabilities.
Judge Enrique S. Lamoutte Inclan oversees the case.
Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, represents
the Debtor as legal counsel.
GRUPO HIMA: Seeks Approval to Hire Lugo Mender Group as Attorney
----------------------------------------------------------------
Grupo HIMA San Pablo, Inc., and its debtor-affiliates seek approval
from the United States Bankruptcy Court for the District of Puerto
Rico to hire Lugo Mender Group, LLC as their attorneys.
The firm will render these services:
a. advise the Debtors with respect to its duties, powers and
responsibilities in this Chapter 11 case under the laws of the
United States and Puerto Rico in which it conducts its operations,
does business, or is involved in litigation;
b. advise the Debtors in connection with its reorganization
endeavors, including assisting in the formulation of a plan of
reorganization to be prepared pursuant the provisions of 11 U.S.C.
Section 1123 and 1129;
c. advise and assist the Debtors in retaining all required
professionals;
d. assist the Debtors in developing reorganization strategies
to maximize the value of its assets and operations;
e. assist the Debtors with respect to negotiations with
creditors for the purpose of arranging a feasible plan of
reorganization;
f. prepare legal papers;
g. appear before the bankruptcy court or any other court in
which the Debtor asserts a claim or defense directly or indirectly
related to this bankruptcy case;
h. collaborate with other professionals which may be retained
within the bankruptcy case per Section 327 to prosecute the rights
of the the Debtor and achieve the reorganization goals delineated;
i. perform such other legal services for the Debtor as may be
required in these proceedings or in connection with the operation
of the business as the case may require.
The firm's hourly rates are as follows:
Wigberto Lugo Mender, Esq. $325 per hour
Senior Associate Attorney $250 per hour
Junior Associate Attorney $175 per hour
Legal and Financial Assistants $125 per hour
Lugo Mender Group has been paid a retainer in the amount of
$100,000 for the legal services rendered in connection with the
case.
Wigberto Lugo Mender, Esq., principal of Lugo Mender Group,
disclosed in a court filing that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Wigberto Lugo Mender, Esq.
Lugo Mender Group, LLC
100 Carr. 165 Suite 501
Guaynabo, PR 00968-8052
Tel: (787) 707-0404
Fax: (787) 707-0412
Email: wlugo@lugomender.com
About Grupo HIMA San Pablo, Inc.
Grupo HIMA San Pablo, Inc. serves 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. As of August 2023, the HIMA GROUP operates four
hospitals, with over 1,200 licensed beds, including an Oncological
Hospital, a multi-specialty physician practice management company,
Home Care Service (including infusion therapies and wound care), a
free-standing Ambulatory Center and a 16-Ambulance Service
Company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. P.R. Case No. 23-02510-EAG11) on August
15, 2023. In the petition signed by Armando J. Rodriguez-Benitez,
chief executive officer, the Debtor disclosed up to $1 billion in
assets and up to $500,000 in liabilities.
Judge Enrique S. Lamoutte Inclan oversees the case.
Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, represents
the Debtor as legal counsel.
HEARTBRAND HOLDINGS: Court Confirms Reorganization Plan
-------------------------------------------------------
Judge David R. Jones has entered an order approving the Disclosure
Statement on a final basis and confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of HeartBrand Holdings, Inc., et
al.
All objections to confirmation of the Plan or final approval of the
Disclosure Statement (including the Disclosure Statement
Supplement) and other responses, comments, statements, or
reservation of rights, if any, in opposition to the Plan or
Disclosure Statement (including the Disclosure Statement
Supplement) that have not been withdrawn, waived, or otherwise
resolved by the Debtors prior to entry of the Confirmation Order
are overruled on the merits.
The voting deadline provided all parties with the opportunity to
carefully weigh the revisions to the Plan prior to voting. The
period during which the Debtors solicited acceptance of the Plan
was a reasonable period of time for holders of claims in the Voting
Classes to make an informed decision to accept or reject the Plan.
For the avoidance of doubt, the classification, treatment, and
estimated recoveries of classes A-1, A-5, A-6, B-1, B-4, and B-5
were materially unchanged between the Original Plan and the Plan
and no re-solicitation of these Classes was required. Additionally,
the Debtors provided a reasonable period of time for Holders of
Claims in the Voting Classes and Holders of Claims and Interests in
the Non-Voting Classes to make an informed decision to opt out of
the proposed Third-Party Releases.
The Debtors were not required to solicit votes from the Holders of
Claims or Interests in Class A-1 (Other Priority Claims against
HBI), Class A-5 (HBI Intercompany Claims), Class A-6 (Existing HBI
Interests), Class B-1 (Other Priority Claims against AAA), Class
B-4 (AAA Intercompany Claims), or Class B-5 (Intercompany
Interests) (collectively, the "Unimpaired Classes"), as each such
Class is Unimpaired and presumed to accept the Plan pursuant to
section 1126(f) of the Bankruptcy Code or a proponent of the Plan
within the meaning of section 1129 of the Bankruptcy Code and, in
either case, not entitled to vote to accept or reject the Plan.
The Voting Report filed with the Bankruptcy Court certifies the
method and results of the Ballots tabulated for the Voting Classes.
As of the Voting Deadline, (a) 100% in number and 100% in dollar
amount of the Holders of Claims in Class A-2 (Beeman Note Claims)
that timely voted, voted to accept the Plan, (b) 100% in number and
100% in dollar amount of the Holders of Claims in Class A-3 (HBI
General Unsecured Claims) that timely voted, voted to accept the
Plan, (c) 100% in number and 100% in dollar amount of the Holders
of Claims in Class A-4 (Twinwood Claim-HBI) that timely voted,
voted to accept the Plan, (d) 100% in number and 100% of the Claims
in Class B-2 (AAA General Unsecured Claims) that timely voted,
voted to accept the Plan, and (e) 100% in number and 100% of the
Claims in Class B-3 (Twinwood Claim-AAA) that timely voted, voted
to accept the Plan, in each case without counting the votes of any
insider (as such term is defined in section 101(31) of the
Bankruptcy Code) for any prohibited purpose. As evidenced by the
Voting Report, votes to accept or reject the Plan have been
solicited and tabulated fairly, in good faith, and in a manner
consistent with the Bankruptcy Code, the Bankruptcy Rules, the
Voting Procedures, the Local Rules, and the Complex Case
Procedures.
The Plan modifies the rights of Holders of Claims or Interests, as
applicable, in Class A-2 (Beeman Note Claims), Class A-3 (HBI
General Unsecured Claims), Class A-4 (Twinwood Claim-HBI), Class
B-2 (AAA General Unsecured Claims), and Class B-3 (Twinwood
Claim-AAA), as permitted by section 1123(b)(5) of the Bankruptcy
Code.
The Plan satisfies the requirements of section 1129(a)(10) of the
Bankruptcy Code. As evidenced by the Voting Report, Classes A-3,
A-4, B-2, and B-3, each of which is Impaired, voted to accept the
Plan in accordance with section 1126 of the Bankruptcy Code,
determined without including any acceptance of the Plan by any
insider (as that term is defined in section 101(31) of the
Bankruptcy Code).
About HeartBrand and American Akaushi Assoc.
HeartBrand Holdings Inc. -- https://www.heartbrandbeef.com/ -- is a
beef company in Texas. It is a leading producer of Akaushi beef, a
type of red Wagyu Japanese cattle known for its high-quality meat.
HeartBrand Holdings and American Akaushi Association, Inc. sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Texas Lead Case No. 22-90127) on Aug. 2, 2022. In the petition
filed by Ronald Beeman as chairman of the Board of Directors,
HeartBrand reported assets between $50 million and $100 million and
liabilities between $10 million and $50 million while American
Akaushi Association reported assets between $100,001 and $500,000
and liabilities between $10 million and $50 million.
Judge David R. Jones oversees the cases.
The Debtors tapped Vinson & Elkins as counsel and ADKF, PC as tax
and accounting services provider. Omni Agent Solutions is the
claims agent.
HERITAGE POWER: Unsecureds to Get 0.346% Under Plan
---------------------------------------------------
Heritage Power, LLC, et al. submitted a First Amended Disclosure
Statement for Joint Chapter 11 Plan of Reorganization.
As a result of the headwinds facing the Debtors' business, in 2022,
the Debtors took steps to preserve their liquidity while evaluating
options to address potential future financial difficulties. In the
early fall of 2022, the Debtors began exploring strategic
alternatives to resolve their ongoing balance sheet and liquidity
issues and to address their anticipated future strains on cash flow
and upcoming maturities on certain debt. Following months of
productive discussions, coordination on due diligence efforts and
arm's length, good faith negotiations between the parties, the
Debtors, GenOn, and the Ad Hoc Committee reached an agreement
regarding the Debtors' restructuring, which was memorialized in the
Restructuring Support Agreement.
The Restructuring Support Agreement contemplates a comprehensive
and consensual restructuring transaction that will be implemented
through the Plan, resulting in a substantial deleveraging while
maximizing stakeholder recoveries. If the Plan process is not
successful, the Debtors will instead pursue a sale of all or
substantially all of their assets in accordance with bidding
procedures to be filed with the Court. Pursuant to the
Restructuring Support Agreement, the holders of First Lien Claims
have agreed to establish a vehicle to act as a stalking horse
bidder in any such sale process via the submission of a credit
bid.
The Plan provides for the resolution of Claims against and
Interests in the Debtors and implements a distribution scheme
pursuant to the Bankruptcy Code. Distributions under the Plan shall
be made with: (i) Cash on hand, including Cash from operations;
(ii) the Cash proceeds of the Exit Facility; and (iii) New Equity
Interests.
Under the Plan, Class 5 General Unsecured Claims will recover
0.346% of their claims. Each holder of an Allowed General Unsecured
Claim will receive its Pro Rata share of the GUC Distribution,
payable on the later of the Effective Date and the date that is 10
Business Days after the date on which such General Unsecured Claim
becomes an Allowed General Unsecured Claim, in each case, or as
soon as reasonably practicable thereafter. For the avoidance of
doubt, Class 5 includes the First Lien Deficiency Claims, and any
Claim resulting from the rejection of the Dominion Agreement. Class
5 is impaired.
Ballots must be submitted so as to be actually received by the
solicitation agent no later than September 25, 2023, at 4:00 p.m.
central time. Any ballots submitted after the voting deadline will
not be counted.
Counsel for the Debtors:
Charles A. Beckham, Jr., Esq.
Kelli S. Norfleet, Esq.
Arsalan Muhammad, Esq.
Kourtney Lyda, Esq.
David Trausch, Esq.
HAYNES AND BOONE, LLP
1221 McKinney Street, Suite 4000
Houston, TX 77010
Telephone: (713) 547-2000
Facsimile: (713) 547-2600
E-mail: charles.beckham@haynesboone.com
kelli.norfleet@haynesboone.com
arsalan.muhammad@haynesboone.com
kourtney.lyda@haynesboone.com
david.trausch@haynesboone.com
- and -
Kenric D. Kattner, Esq.
David L. Staab, Esq.
HAYNES AND BOONE, LLP
30 Rockefeller Plaza 26th Floor
New York, NY 10112
Telephone: (212) 659-7300
Facsimile: (212) 918-8989
E-mail: kenric.kattner@haynesboone.com
david.staab@haynesboone.com
A copy of the Disclosure Statement dated August 18, 2023, is
available at https://tinyurl.ph/PmLrj from PacerMonitor.com.
About Heritage Power
Heritage Power, LLC and affiliates are a power company with a focus
on power generation activities in Pennsylvania, New Jersey and
Ohio. The Debtors own or operate sixteen power generation assets
with 13 in Pennsylvania, two in New Jersey and one in Ohio.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90032) on Jan.
24, 2023, with $50 million to $100 million in assets and $500
million to $1 billion in liabilities. David Freysinger, president
of Heritage Power, signed the petitions.
Judge Christopher M. Lopez oversees the cases.
The Debtors tapped Haynes and Boone, LLP as bankruptcy counsel;
Munsch Hardt Kopf & Harr, P.C. as special conflicts counsel;
Alvarez and Marsal North America, LLC as restructuring and
financial advisor; and Epiq Corporate Restructuring, LLC as notice,
claims and solicitation agent.
Counsel for the ad hoc group of pre-bankruptcy lenders is Milbank,
LLP. The ad hoc group of pre-bankruptcy lenders also retained
Porter Hedges, LLP, Ross Aronstam & Moritz, LLP and Ducera
Partners, LLC as advisors.
Jefferies Finance, LLC, as administrative agent, is represented by
Latham & Watkins, LLP.
MUFG, collateral agent, is represented by Thompson Hine, LLP.
J. Aron & Company, LLC, counterparty under an ISDA master
agreement, is represented by Cleary Gottlieb Steen & Hamilton, LLP.
HOSPITALITY INVESTMENT: Case Summary & 13 Unsecured Creditors
-------------------------------------------------------------
Debtor: Hospitality Investment Partners, LLC
d/b/a Dexter's Lake Mary
1145 Townpark Avenue
Suite 1201
Lake Mary, FL 32746
Business Description: Dexter's is a local and established
contemporary restaurant.
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-03535
Debtor's Counsel: Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
1501 E. Concord Street
Orlando, FL 32803
Tel: 407-894-6834
Email: jeff@bransonlaw.com
Total Assets: $187,960
Total Liabilities: $1,311,413
The petition was signed by Frank Echevarria as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/W6VTAPI/Hospitality_Investment_Partners__flmbke-23-03535__0001.0.pdf?mcid=tGE4TAMA
HUMANIGEN INC: Needs More Time to Complete Quarterly Report
-----------------------------------------------------------
Humanigen, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission with respect to its Quarterly Report on Form
10-Q for the period ended June 30, 2023.
As previously reported in its Current Report on Form 8-K filed on
July 25, 2023, the Company has been unsuccessful in its attempts to
identify and complete a strategic transaction in the first half of
2023 or in raising debt or equity financing in sufficient amounts
and with acceptable terms to fund the Company's operations going
forward.
Humanigen said, "In light of the above, and the Company's limited
cash and cash equivalents, the Company anticipates that it will not
be able to continue as a going concern and is exploring all
restructuring options, which may include commencing a bankruptcy or
other insolvency proceeding in the third quarter of 2023. The
Company is continuing to evaluate term sheets relating to potential
sales of assets in a bankruptcy proceeding. Given the Company's
lack of liquidity, any such bankruptcy filing may result in a
complete or substantial loss of value for holders of our common
stock.
"Due to the Company's focus on resolving its financial situation,
the Company has been unable to focus its attention on preparing its
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
2023 and thus is unable to file the Report by the prescribed due
date of August 14, 2023 without unreasonable effort or expense. As
a result, the Company and its independent auditor need additional
time to complete certain disclosures and analyses required to be
included in the Report."
The Company added there will likely be significant changes in the
Company's operating expenses for the three months ended June 30,
2023 as compared to the three months ended June 30, 2022 and for
the six months ended June 30, 2023 as compared to the six months
ended June 30, 2022. A reasonable estimate of such changes cannot
be made at this time because the financial statements are still
being compiled.
About Humanigen Inc.
Based in Brisbane, Calif., Humanigen, Inc. (OTCQB: HGEN), formerly
known as KaloBios Pharmaceuticals, Inc. -- @ www.humanigen.com
-- is a clinical stage biopharmaceutical company, developing its
portfolio of proprietary Humaneered anti-inflammatory immunology
and immuno-oncology monoclonal antibodies. The Company's
proprietary, patented Humaneered technology platform is a method
for converting existing antibodies (typically murine) into
engineered, high-affinity human antibodies designed for therapeutic
use, particularly with acute and chronic conditions. The Company
has developed or in-licensed targets or research antibodies,
typically from academic institutions, and then applied its
Humaneered technology to optimize them. The Company's lead
product
candidate, lenzilumab, and its other product candidate,
ifabotuzumab ("iFab"), are Humaneered monoclonal antibodies. Its
Humaneered antibodies are closer to human antibodies than chimeric
or conventionally humanized antibodies and have a high affinity for
their target. In addition, the Company believes its Humaneered
antibodies offer further important advantages, such as high
potency, a slow off-rate and a lower likelihood to induce an
inappropriate immune response or infusion related reaction.
Humanigen reported a net loss of $70.73 million for the 12 months
ended Dec. 31, 2022, compared to a net loss of $236.65 million for
the 12 months ended Dec. 31, 2021. As of March 31, 2023, the
Company had $5.12 million in total assets, $54.84 million in total
liabilities, and a total stockholders' deficit of $49.72 million.
Ridgeland, Mississippi-based HORNE LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 30, 2023, citing that the Company has suffered recurring
losses from operations and its total liabilities exceed its total
assets. This raises substantial doubt about the Company's ability
to continue as a going concern.
IGIT LOGISTICS: Has Until Oct. 28 to File Plan & Disclosures
------------------------------------------------------------
Scott C. Clarkson has entered an order that IGIT Logistics, LLC,
must file his Disclosure Statement and Plan on or before Oct. 28,
2023.
The deadline for the service of the Claims Bar Date Notice is Aug.
28, 2023.
The Claims Bar Date is set for Oct. 9, 2023.
A Continued Status Conference hearing is set for Nov. 15, 2023, at
1:30 p.m.
The deadline to file the Updated Status report is Nov. 1, 2023.
Counsel for the Debtor:
Onyinye Anyama Esq.
ANYAMA LAW FIRM | A PROFESSIONAL LAW CORPORATION
18000 Studebaker Road, Suite 325
Cerritos, CA 90703
Tel: (562) 645-4500
Fax: (562) 645-4494
E-mail: info@anyamalaw.com
IMEDIA BRANDS: Committee Taps Gellert Scali as Conflicts Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of iMedia Brands,
Inc. and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to employ Gellert Scali
Busenkell & Brown, LLC as its special conflicts counsel.
The firm will render these services:
(a) assist the Committee in its review and analysis of the
Debtors' retention of Lincoln Partners Advisors LLC;
(b) assist the Committee in its review and analysis of any
compensation applications filed by Lincoln Partners Advisors LLC;
(c) represent the Committee at all hearings and other
proceedings before the Court as it relates to the retention or
compensation of Lincoln Partners Advisors LLC;
(d) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the Committee in
accordance with the Committee's rights, powers, and duties, as set
forth in the Bankruptcy Code, the Bankruptcy Rules, the Local
Rules, and other applicable law.
The firm will be paid at these rates:
Partners $475 to 490
Associates/Of Counsel $350 to 425
Paraprofessionals $105 to 210
In addition, the firm will seek reimbursement for expenses
incurred.
As set forth in Appendix B -- Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed Under 11
U.S.C. Sec. 330 by Attorneys in Larger Chapter 11 Cases, Guardian
disclosed the following information:
(a) Guardian has not agreed to a variation of its standard or
customary billing arrangements for this engagement;
(b) none of Guardian's professionals included in this
engagement have varied their rates based on the geographic location
of the Chapter 11 Cases;
(c) Guardian did not represent the Committee before the
Petition Date; and
(d) Guardian expects to develop a prospective budget and
staffing plan to comply with the U.S. Trustee's requests for
information and additional disclosures, and any orders of the
Court. Recognizing that unforeseeable fees and expenses may arise
in large chapter 11 cases, Guardian may need to amend the budget as
necessary to reflect changed circumstances or unanticipated
developments.
Ronald Gellert, , Esq., a member at Gellert Scali Busenkell &
Brown, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Ronald S. Gellert, , Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
1201 N. Orange Street, Suite 300
Wilmington, DE 19801
Telephone: (302) 425-5806
Email: rgellert@gsbblaw.com
About iMedia Brands
iMedia Brands, Inc. is an interactive, global media company that
offers, manages, and markets merchandise, including men's and
women's accessories and apparel, under owned and third-party brands
through various entertainment, e-commerce, and digital service
platforms.
iMedia Brands and 11 of its affiliates filed for bankruptcy
protection on June 28, 2023 (Bankr. D. Del., Lead Case No.
23-10852). The petitions were signed by James Alt as chief
transformation officer.
The Debtors reported as of April 29, 2023, total assets of
$272,596,462 and total liabilities of $373,713,748.
Judge Karen B. Owens oversees the case.
The Debtors tapped Ropes & Gray, LLP and Pachulski Stang Ziehl &
Jones, LLP as bankruptcy counsels; Huron Consulting Services, LLC
as financial advisor; Lincoln Partners Advisors, LLC as investment
banker; and Stretto, Inc. as notice, claims and administrative
agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Debtors' Chapter
11 cases. The committee tapped McDermott Will & Emery, LLP as legal
counsel and AlixPartners, LLP as financial advisor.
IMPEL PHARMACEUTICALS: May Seek Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Jonathan Block of Seeking Alpha reports that Impel Pharmaceuticals
(NASDAQ:IMPL) said it may file for Chapter 11 bankruptcy if a
potential forbearance and restructuring of a senior credit
agreement cannot be negotiated with a creditor.
The pharma made the disclosure in an SEC filing after Tuesday's,
August 15, 2023, market close where it also said its 10Q will be
filed late. Shares are down ~30% in after-hours trading.
Impel (IMPL) noted that it has failed to find potential financing
opportunities and is in violation of the credit agreement to
maintain a minimum of $12.5M in unrestricted cash and cash
equivalents.
The company added it is in negotiations with Oaktree Fund
Administration -- whom it has the credit agreement with -- and
other investors for a $20M potential bridge financing facility.
About Impel Pharmaceuticals
Impel Pharmaceuticals is a Seattle-based, commercial-stage
pharmaceutical company developing first-in-class intranasal drug
treatments for disorders with high unmet medical needs.
IRON HORSE: Melissa Haselden Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 7 appointed Melissa Haselden, Esq., at
Haselden Farrow, PLLC as Subchapter V trustee for Iron Horse
Freight Line, Inc.
Ms. Haselden will be paid an hourly fee of $500 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Haselden declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Melissa A. Haselden, Esq.
Haselden Farrow, PLLC
700 Milam, Suite 1300
Pennzoil Place
Houston, TX 77002
Telephone: (832) 819-1149
Facsimile: (866) 405-6038
Email: mhaselden@haseldenfarrow.com
About Iron Horse Freight
Iron Horse Freight Line, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No.
23-33064) on Aug. 10, 2023, with as much as $50,000 in assets and
$500,001 to $1 million in liabilities. Judge Marvin Isgur oversees
the case.
Alex O. Acosta, Esq., at Acosta Law P.C. represents the Debtor as
bankruptcy counsel.
K3B ENTERPRISES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The U.S. Trustee for Region 16 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of K3B Enterprises, LLC.
About K3b Enterprises
K3B Enterprises, LLC, a company in Encino, Calif., filed its
voluntary petition for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 23-10966) on July 10, 2023, with $10 million to $50
million in assets and $1 million to $10 million in liabilities.
Kaysan Ghasseminejad, managing member, signed the petition.
Judge Victoria S. Kaufman oversees the case.
RHM Law, LLP serves as the Debtor's bankruptcy counsel.
KNOW LABS: Incurs $3.6 Million Net Loss in Third Quarter
--------------------------------------------------------
Know Labs, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $3.60
million on $0 of revenue for the three months ended June 30, 2023,
compared to a net loss of $3 million on $0 of revenue for the three
months ended June 30, 2022.
For the nine months ended June 30, 2023, the Company reported a net
loss of $12.35 million on $0 of revenue compared to a net loss of
$14.50 million on $4.36 million of revenue for the nine months
ended June 30, 2022.
As of June 30, 2023, the Company had $4.44 million in total assets,
$3.72 million in total current liabilities, and $715,413 in total
stockholders' equity.
Know Labs said, "The Company has cash and cash equivalents of
$3,928,865 and net working capital of $715,213 ($2,970,479
exclusive of convertible notes payable) as of June 30, 2023. The
Company anticipates that it will record losses from operations for
the foreseeable future. During the end of the quarter ended March
31, 2023, the Company made some adjustments to its staffing level
and the impact of those adjustments, plus the departure of our
chief technology and executive office, has significantly reduced
our monthly burn rate. The Company will further adjust its cost
structure if new debt or equity capital is not received. The
Company's ability to transition profitable operations is dependent
upon achieving a level of revenues adequate to support its cost
structure. The Company believes that it has enough available cash
and flexibility with its operating expenses to operate until at
least December 31, 2023. Based on current operating levels, the
Company will need to raise additional funds by selling additional
equity or incurring debt. To date, the Company has funded its
operations primarily through issuance of equity securities, and
proceeds from the exercise of warrants to purchase common stock and
the sale of debt instruments. Additionally, future capital
requirements will depend on many factors, including the rate of
revenue growth, the selling price of the Company's products, the
expansion of sales and marketing activities, the timing and extent
of spending on research and development efforts and the continuing
market acceptance of the Company's products. These factors raise
substantial doubt about the Company's ability to continue as a
going concern for the twelve months from the date of this Report.
"Management of the Company intends to raise additional funds
through the issuance of equity securities or debt. The Company is
currently working on some capital fund raising transactions and
while they expect to have something finalized by September 30,
2023, as of this date, there is no commitment. There can be no
assurance that, in the event the Company requires additional
financing, such financing will be available at terms acceptable to
the Company, if at all. Failure to generate sufficient cash flows
from operations, raise additional capital and reduce discretionary
spending could have a material adverse effect on the Company's
ability to achieve its intended business objectives. As a result,
the substantial doubt about the Company's ability to continue as a
going concern has not been alleviated."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1074828/000165495423010781/knwn_10q.htm
About Know Labs Inc.
Know Labs, Inc. is focused on the development and commercialization
of proprietary biosensor technologies which, when paired with its
AI deep learning platform, are capable of uniquely identifying and
measuring almost any material or analyte using electromagnetic
energy to detect, record, identify and measure the unique
"signature" of said materials or analytes. Know Labs call this its
"Bio-RFID" technology platform, when pertaining to radio and
microwave spectroscopy, and its "ChromaID" technology platform,
when pertaining to optical spectroscopy. The data obtained with
the Company's biosensor technology is analyzed with its trade
secret algorithms which are driven by its AI deep learning
platform.
Know Labs reported a net loss of $20.07 million for the year ended
Sept. 30, 2022, a net loss of $25.36 million for the year ended
Sept. 30, 2021, a net loss of $13.56 million for the year ended
Sept. 30, 2020, and a net loss of $7.61 million for the year ended
Dec. 31, 2019.
LCOR ALEXANDRIA: Moody's Lowers Rating on 2001E Bonds to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1, from Baa3, the
underlying rating on the $60.2 million Federal Lease-Backed Series
2001E Floating Rate Bonds issued by LCOR Alexandria, L.L.C. for the
US Patent and Trademark Office (USPTO) in Alexandria, Virginia. The
outlook remains negative. The Series 2001B-E bonds' debt service is
backed by a bond insurance policy provided by MBIA Insurance
Corporation, and the insured rating of Baa2 stable is unaffected by
this action.
RATINGS RATIONALE
The underlying rating downgrade to Caa1 reflects the high risk of
default on the senior debt as early as December 2024, when the
borrower will likely be unable to make its full principal and
interest payments. In that event, the bond insurance policy will be
triggered to fully cover the $10.1 million mandatory sinking fund
redemption. The increased risk of default is largely due to the
inability, to date, of the owner/borrower to secure new tenants in
the two buildings on the USPTO headquarter campus that will become
vacant after August 2024. Absent new tenants, shell rent on the
three remaining buildings occupied by USPTO will not be sufficient
to cover senior debt service in full.
The rating further reflects the high leverage on the building
relative to value, particularly given the renewal of only 68% of
the original leased space and the near-term pressures on demand for
office space given the increase of work-from-home employees, a
social risk credit consideration.
In October 2022, the General Services Administration (GSA), acting
on behalf of the USPTO, gave notice that upon expiration of the
current lease on the project in August 2024, the GSA will renew the
lease on three of the five buildings only. Additionally, the three
buildings with a definite renewal will have a new firm term lease
that expires after five years, in August 2029 (with multiple
as-of-right extension options from 2029 to 2044), while the debt
matures in September 2032. A failure to extend the lease past the
firm term would further impair debt repayment, absent the securing
of a new lease, debt restructuring or an equity contribution.
Further, the USPTO gave notice in the summer of 2023 that it
intends to downsize its annually-renewing lease of the parking
garages and commercial townhomes on the campus.
RATING OUTLOOK
The negative outlook reflects the unlikelihood the owner/borrower
will be able to fully lease the project before August 2024, which
is challenged by the high degree of remote work, depressing demand
for office space in the Washington DC/northern Virginia area.
Further, given elevated interest rates, the terms of any debt
restructuring the borrower might secure could be insufficient to
match debt service to cash flows. An inability to find a solution
to continue to cover debt service payments on the project's senior
debt on time and in full would result in further downward pressure
on the rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING
-- Firm term lease on the full project that matches the term of
the debt
-- A large, measurable increase in the value of the project that
would increase bondholder recovery in absence of lease renewal
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING
-- Further devaluation of the property resulting in diminished
recovery upon default
-- In the absence of additional tenants, failure to restructure
debt such that the shell rent in place after August 2024
would be sufficient to cover debt service
-- Increased leverage on the project
LEGAL SECURITY
The Series 2001E bonds and other outstanding senior parity debt are
secured by a mortgage lien on the USPTO buildings and cash flows
from two leases: the main lease for the USPTO headquarters
buildings, which is paid by the GSA ("GSA lease") and a smaller
lease ("USPTO lease") that covers parking garages and some smaller
satellite buildings.
Rent under the GSA lease in place through August 2024 is an
absolute and unconditional obligation of the US Government and does
not require legislative appropriation to authorize the annual
payment of the lease. However, the GSA lease would not have a
permanent funding source for rent payments if a federal budget were
not approved. Authorization and funding of the US PTO lease rental
payment is subject to annual appropriation. The leases are also
subject to termination and/or abatement in the event of
destruction, however base rent, which funds debt service payments,
cannot be set-off.
PROFILE
The United States has the world's largest economy and is the center
of global trade and finance, with a gross domestic product of $23
trillion in 2021. Its population of 328 million is third-largest.
LCOR Alexandria L.L.C., the issuer, is a limited liability company
formed solely to acquire, design, lease and manage the USPTO
headquarters project. The LCOR Group, a national real estate
development, investment and management organization, it developed
and provides property management services at the US PTO
headquarters facility.
METHODOLOGY
The principal methodology used in this rating was Lease,
Appropriation, Moral Obligation and Comparable Debt of US Special
Purpose Districts Methodology published in November 2022.
LEMONKIND LLC: Ruediger Mueller Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI,
Inc. as Subchapter V trustee for LemonKind, LLC.
Mr. Mueller will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Mueller declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Ruediger Mueller
TCMI, Inc.
1112 Watson Court
Reunion, FL 34747
Email: truste@tcmius.com
About LemonKind LLC
LemonKind, LLC manufactures and distributes a wide array of health
conscious functional beverages and other nutraceutical snacks and
foods. The company is based in Santa Barbara, Calif.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00933) on Aug. 14,
2023, with $1 million to $10 million in both assets and
liabilities. Irene Rojas Stanbury, chief executive officer, signed
the petition.
Judge Caryl E. Delano oversees the case.
Mike Dal Lago, Esq., at Dal Lago Law, represents the Debtor as
bankruptcy counsel.
MALINKI SLONIK: Oct. 18 Hearing on Disclosure Statement
-------------------------------------------------------
Judge Laurel M. Isicoff has entered an order that a hearing to
consider approval of the Disclosure Statement of Malinki Slonik,
LLC (DE) will be held on October 18, 2023 at 11:30 AM in C. Clyde
Atkins U.S. Courthouse, 301 N Miami Avenue, Courtroom 8, Miami, FL
33128.
Sept. 10, 2023, is the Debtor's deadline for serving this order,
the Disclosure Statement, and the Plan (38 days before the
disclosure hearing).
Oct. 11, 2023, is the deadline for filing objections to the
Disclosure Statement (7 days before the disclosure hearing).
About Malinki Slonik, LLC (DE)
Malinki Slonik, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13235) on April 27,
2023, with $100,001 to $500,000 in assets and $500,001 to $1
million in liabilities. Judge Laurel M. Isicoff oversees the case.
Joel M. Aresty, PA is the Debtor's legal counsel.
MAVENIR SYSTEMS: Moody's Cuts CFR & Secured 1st Lien Loans to Caa1
------------------------------------------------------------------
Moody's Investors Service downgraded Mavenir Systems, Inc.'s
Corporate Family Rating to Caa1 from B3, Probability of Default
Rating to Caa1-PD from B3-PD and senior secured first lien bank
credit facility to Caa1 from B3. The outlook is stable.
Downgrades:
Issuer: Mavenir Systems, Inc.
Corporate Family Rating, Downgraded to Caa1 from B3
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Backed Senior Secured First Lien Bank Credit Facility,
Downgraded to Caa1 from B3
Outlook Actions:
Issuer: Mavenir Systems, Inc.
Outlook, Remains Stable
The downgrade of the CFR to Caa1 reflects significantly lower
revenue and EBITDA expectations over the next 12-18 months, due
primarily to economic uncertainties, slower than expected radio
deployments, and a significant delay by a major customer to deploy
Mavenir's solution in a fixed wireless architecture. Weak liquidity
was also a driver, with very limited cash, revolver capacity or
alternate forms of committed capital. Based on management's current
forecast, EBITDA will rise despite revenues declining by near
mid-single digit percent, lifted primarily by significant cost
savings targeted near $110 million over the next year. There is,
however, uncertainty given very high governance risk with private
equity sponsors pursuing an aggressive growth strategy with very
high research and development costs (over 50% of revenue) driving
significantly negative free cash flows. Actual results could, and
have, differed materially from plan.
RATINGS RATIONALE
Mavenir's credit profile is constrained by governance risk (G-5
Issuer Profile Score) driven by highly concentrated ownership with
private equity sponsors that are pursuing a very aggressive,
venture-capital-like growth strategy in parallel with a core
business which produce nearly 80% of consolidated revenue. This
risk is reflected in Mavenir's CIS-5 Credit Impact Score which
indicates that the rating is lower than it would have been if ESG
risk exposures did not exist, and the negative impact is more
pronounced than for issuers scored CIS-4. The company spends
substantial funds on research and development for new business
opportunities, producing very low profitability, negative free cash
flows and very high leverage. This business model requires the
sponsors to regularly pre-fund the business with equity capital
(and some dependence on debt capital markets) to maintain
liquidity. The Company is also relatively small in scale with
revenues expected to fall nearly 20% over the last 2 years (FY 2021
actual through management's FY 2023 plan). High customer
concentration (near 20% for the top customer), limited segmental
diversity, and a very tiny share of a very large market with much
larger competitors are also constraints.
Strengths to the credit profile include a large target addressable
market with strong demand drivers. Its niche position to develop
and deploy new software, hardware, and services for next generation
5G OpenRAN wireless architectures is generating a small, but
high-growth base of new revenue streams. It also has hundreds of
customers including most of the top 20 carriers and good geographic
revenue diversity which are positive credit factors.
Moody's expects Mavenir's liquidity to be weak over the next 12
months. Mandatory payments will be in excess of internal sources
(including cash plus cash EBITDA). There is limited availability on
the revolving credit facility (no more than approximately $26
million) given the 5.6x consolidated net leverage covenant that
springs when the RCF is more than 35% drawn, which would breach the
test. Moody's expects the company to draw the maximum available
capacity over the next 12 months, at the sponsors direction.
Alternate liquidity is very limited with an all-bank capital
structure and asset-lite business model.
Moody's rates the Senior Secured Credit Facilities Caa1, in line
with the CFR reflecting a Caa1-PD Probability of Default Rating and
Moody's expectation for an average recovery of approximately 50% in
a default scenario.
The stable outlook reflects Moody's expectation for the business to
continue generating very negative EBITDA and free cash flows,
driven by declines in core revenue and very high R&D spending.
Moody's expect financial sponsors will remain committed to equity
funding most all cash needs of the business to support its growth
initiatives until the company turns cash flow positive.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could consider a positive rating action if free cash flows
turn positive on a sustained basis and financial policy turns less
aggressive, significantly moderating R&D spend as a percentage of
revenues helping to deleverage the business. An upgrade could also
be conditional on sustained revenue and EBITDA growth and better
liquidity.
Moody's could consider a negative rating action if financial
sponsors provide less support (e.g. cash equity) requiring a
growing and higher periodic mix of incremental debt to fund the
business, weakening liquidity further. A downgrade could also be
considered if revenue and EBITDA continue to decline, or R&D
spending does not significantly moderate relative to the scale of
the business or cash equity contributions.
Mavenir Systems, Inc. sells core network infrastructure software
solutions for 4G/5G, to mobile network operators. The Company is a
combination of the former mobile division of Mitel Networks
Corporation and Xura, Inc., excluding Xura's enterprise messaging
business. Mavenir is majority owned and controlled by the private
equity firm, Siris Capital. Koch Strategic Platforms ("KSP"), a
subsidiary of Koch Investments Group, owns a minority interest. The
Company generated approximately $473 million in revenue during the
last 12 months ended April 30, 2023.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
MEGA SUNSET: Case Summary & Seven Unsecured Creditors
-----------------------------------------------------
Debtor: Mega Sunset, LLC
1313 Lavetta Terrace
Los Angeles, CA 90026
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-15583
Judge: Hon. Neil W. Bason
Debtor's Counsel: Raymond H. Aver, Esq.
LAW OFFICES OF RAYMOND H. AVER, A PROFESSIONAL
CORPORATION
10801 National Boulevard, Suite 100
Los Angeles, CA 90064
Tel: (310) 571-3511
Email: ray@averlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ted Hsu as manager.
A copy of the Debtor's list of seven unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/PPSLLPQ/Mega_Sunset_LLC__cacbke-23-15583__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PDB65HQ/Mega_Sunset_LLC__cacbke-23-15583__0001.0.pdf?mcid=tGE4TAMA
MERRILL PROPERTIES: John Whaley Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed John Whaley, a practicing
accountant in Atlanta, Ga., as Subchapter V trustee for Merrill
Properties LLC.
Mr. Whaley will be paid an hourly fee of $395 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Whaley declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
John T. Whaley, CPA
P.O. Box 76362
Atlanta, GA 30358
Phone: 404-946-5272
Email: trustee@jtwcpa.net
About Merrill Properties
Merrill Properties, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-10978) on Aug. 15, 2023, with $500,001 to $1 million in assets
and $0 to $50,000 in liabilities.
Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor
as bankruptcy counsel.
MICROVISION INC: Incurs $20.6 Million Net Loss in Second Quarter
----------------------------------------------------------------
MicroVision, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $20.61
million on $329,000 of revenue for the three months ended June 30,
2023, compared to a net loss of $13.60 million on $314,000 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 $39.64 million on $1.11 million of revenue compared to a
net loss of $26.76 million on $664,000 of revenue for the six
months ended June 30, 2022.
As of June 30, 2023, the Company had $148.65 million in total
assets, $36.15 million in total liabilities, and $112.50 million in
total shareholders' equity.
MicroVision said, "We have incurred significant losses since
inception. We have funded operations to date primarily through the
sale of common stock, convertible preferred stock, warrants, the
issuance of convertible debt and, to a lesser extent, from
development contract revenues, product sales, and licensing
activities. At June 30, 2023, we had $62.3 million in cash and
cash equivalents and $31.6 million in short-term investment
securities.
"Based on our current operating plan, we anticipate that we have
sufficient cash and cash equivalents to fund our operations for at
least the next 12 months."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/65770/000119312523207510/d499103d10q.htm
About Microvision
Microvision, Inc. -- @ www.microvision.com -- is an automotive
lidar and ADAS solutions company, focused on delivering safe
mobility at the speed of life. Founded in 1993, MicroVision is a
pioneer in laser beam scanning, or LBS, technology, which is based
on its patented expertise in micro-electromechanical systems, or
MEMS, laser diodes, opto-mechanics, electronics, algorithms and
software and how those elements are packaged into a small form
factor. Throughout its history, the Company has combined its
proprietary technology with its development expertise to create
innovative solutions to address existing and emerging market
needs,
such as augmented reality microdisplay engines; interactive display
modules; consumer lidar components; and, most recently, automotive
lidar sensors and solutions for the automotive market.
MicroVision reported a net loss of $43.20 million for the year
ended Dec. 31, 2021, a net loss of $13.63 million for the year
ended Dec. 31, 2020, a net loss of $26.48 million for the year
ended Dec. 31, 2019, and a net loss of $27.25 million for the year
ended Dec. 31, 2018.
MIDWEST DOUGH: Donald Swanson Named Subchapter V Trustee
--------------------------------------------------------
The Acting U.S. Trustee for Region 13 appointed Donald Swanson of
Koley Jessen P.C., LL.O. as Subchapter V trustee for Midwest Dough
Guys, LLC.
Mr. Swanson will be paid an hourly fee of $445 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Swanson declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Donald L. Swanson
Koley Jessen P.C., LL.O.
1125 S. 103rd St., Suite 800
Omaha, NE 68124
Phone: 402-343-3726
Email: don.swanson@koleyjessen.com
About Midwest Dough
Midwest Dough Guys, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Neb. Case No.
23-40758) on Aug. 15, 2023, with $100,001 to $500,000 in assets and
$500,001 to $1 million in liabilities.
Judge Thomas L. Saladino oversees the case.
John A. Lentz, Esq., at Lentz Law represents the Debtor as
bankruptcy counsel.
MODERN MEN: Oct. 18 Plan Confirmation Hearing Set
-------------------------------------------------
Judge David D. Cleary has entered an order that the hearing to
consider confirmation of the Plan of Modern Men Developers LLC will
be held on Oct. 18, 2023, at 10:30 a.m.
Sept. 30, 2023, is the last day for filing with this Court and
serving any objection to the approval to the confirmation of the
Plan.
Sept. 30, 2023, is fixed as the last day for those creditors
entitled to vote upon the plan by written ballot, written
acceptances or rejections of the plan with the Clerk of the
Bankruptcy Court, located at 219 S. Dearborn Street, 7th Floor,
Chicago, IL 60604.
Counsel for the Debtor must file a ballot report with regard to the
Plan on or before October 12, 2023.
The Debtor will send via first class mail to all creditors entitled
to vote a copy of this Order, the Plan, the Disclosure Statement,
and ballots on or before Aug. 25, 2023.
Attorney for the Debtor:
Penelope N. Bach, Esq.
BACH LAW OFFICES, INC.
P.O. Box 1285
Northbrook, IL 60062
Tel: (847) 564 0808
About Modern Men Developers
Modern Men Developers, LLC, filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
23-00147) on Jan. 5, 2023, with $100,001 to $500,000 in both assets
and liabilities. Neema T Varghese has been appointed as Subchapter
V trustee.
Judge David D. Cleary oversees the case.
The Debtor is represented by Bach Law Offices, Inc.
MOUROUX FAMILY: PCO Reports No Change in Patient Care Quality
-------------------------------------------------------------
Tamar Terzian, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Northern District of
California a second interim report regarding the quality of patient
care provided by Mouroux Family Chiropractic, Inc.
In the report which covers the period June 11 to August 11, 2023,
the PCO noted that there are no patient complaints during this
period and recommended that the Debtor provides notice of any
patient complaints.
The PCO observed that there are no changes to report currently in
terms of the quality of care. The Debtor has sufficient equipment,
supplies and staff to continue to provide the quality of care for
patients.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=EZCQ2U from PacerMonitor.com.
About Mouroux Family Chiropractic
Mouroux Family Chiropractic, Inc. offers "one-stop" chiropractic
and medical services in the greater San Jose, California area.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-50186) on Feb. 24,
2023, with $50,001 to $100,000 in assets and $500,001 to $1 million
in liabilities. Judge Stephen L. Johnson oversees the case.
Steven E. Cowen, Esq., at S.E. Cowen Law represents the Debtor as
legal counsel.
Tamar Terzian is the patient care ombudsman appointed in the
Debtor's bankruptcy case.
MUSCLEPHARM CORP: UCC Says Drexler Raises Confirmation Issues
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Musclepharm
Corporation filed a reply to the supplemental objection of Ryan
Drexler to the Motion for the Entry of an Order Approving the
Disclosure Statement.
The Committee points out that Drexler's remaining objections are
confirmation matters. The issue presently before the Court is
whether the Disclosure Statement contains adequate information.
Drexler's vertical gifting and other confirmation objections should
be addressed in connection with confirmation of the Plan to avoid
another unnecessary contested hearing.
The Committee says there is no dispute that the purported gifting
issue is a confirmation issue -- it has nothing to do with the
adequacy of the disclosures set forth in the Disclosure Statement.
However, in order to manufacture another issue to be litigated,
Drexler asserts that the purported gifting issue renders the plan
"patently unconfirmable." As discussed below though, the case law
supports the current structure of the Plan and there is nothing
"patently unconfirmable" about it.
The Committee further points out that in any event there is no
absolute priority rule violation. Drexler's strawman argument (the
speciousness of which will be definitively evident once the
purchase price is known) is not supported by any of the vertical
gifting cases cited by Drexler. As acknowledged by Drexler, all
such cases in relation to confirmability of a plan hinge on the
subject plan skipping a higher priority claimant and thus that
claimant's superior rights are being ignored. That is plainly not
the case here based on the Plan's clear language. Czyzewski v.
Jevic Holding Corp., 580 U.S. 451 (2017), also does not support
Drexler's position. First, Jevic is readily distinguishable because
it was decided in the context of a structured dismissal rather than
confirmation of a plan. Second, Jevic involved a distribution to
general unsecured creditors while skipping allowed
"mid-level-priority wage claims." In other words, the structured
dismissal inappropriately contemplated reshuffling the absolute
priority rule with respect to priority claims and general unsecured
claims. Here, the Plan is not reshuffling the absolute priority
rule. Under the terms of the Plan, holders of allowed secured
claims are being paid ahead of holders of general unsecured
claims.
Committee asserts that Drexler cannot collaterally attack the DIP
Order and allowance of Empery's $18 million secured claim. There
is no dispute that Drexler did not object or otherwise challenge
the entry of the Final DIP Order, which only permitted the
Committee and White Winston to challenge the validity, priority,
amount, and extent of Empery's secured claim. Notably, Drexler has
still not disputed the amount of Empery's asserted claim (in excess
of $18 million).
According to the Committee, Empery's Settlement Contribution Is
From Empery's Property and Stems From an Unencumbered Asset That
Belongs Properly to Unsecured Creditors. Drexler also
mischaracterizes the settlement embodied in the PSA and the Plan,
suggesting that the $12 million Empery Payoff Amount is the true
allowed claim amount. As expressly set forth in the PSA and the
Plan, the settlement parties agreed to an $18 million secured claim
for Empery based on all of the components of the settlement,
including Empery agreeing to contribute its economic interest to $6
million of the Net Sale Proceeds (to which it would be entitled to
keep, to pay off the total $18 million claim), which instead will
be used to pay general unsecured creditors (including Drexler as
well in relation to his deficiency claim).
Counsel to the Official Committee of Unsecured Creditors:
John D. Fiero, Esq.
Jason H. Rosell, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
One Sansome Street, 34th Floor, Suite 3430
San Francisco, CA 94104
Tel: (415) 263-7000
E-mail: jfiero@pszjlaw.com
jrosell@pszjlaw.com
- and -
Matthew C. Zirzow, Esq.
Zachariah Larson, Esq.
LARSON & ZIRZOW LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Tel: (702) 382-1170
E-mail: mzirzow@lzlawnv.com
zlarson@lzlawnv.com
About Musclepharm Corporation
Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:
MSLP) -- http://www.musclepharm.com/and
http://www.musclepharmcorp.com/-- is a lifestyle company that
develops, manufactures, markets and distributes branded nutritional
supplements. It offers a broad range of performance powders,
capsules, tablets, gels and on-the-go ready to eat snacks that
satisfy the needs of enthusiasts and professionals alike.
MusclePharm filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
22-14422) on Dec. 15, 2022. In the petition filed by its chief
executive officer, Ryan Drexler, the Debtor reported assets and
liabilities between $10 million and $50 million.
The Honorable Natalie M. Cox is the case judge.
The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC
as legal counsel; Foley & Lardner, LLP as special securities
counsel; Hilco Corporate Finance, LLC as investment banker; and
Portage Point Partners, LLC as restructuring advisor. Jeffrey
Gasbarra of Portage Point Partners serves as the Debtor's chief
restructuring officer.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtor's case. Pachulski Stang
Ziehl & Jones, LLP and Larson &Zirzow, LLC serve as the committee's
bankruptcy counsel and Nevada counsel, respectively.
NATIVE WASHINGTONIAN: Case Summary & 15 Unsecured Creditors
-----------------------------------------------------------
Debtor: Native Washingtonian, LLC
3901 17th Place, NE
Washington, DC 20018
Business Description: Native Washingtonian primarily engaged in
acting as lessors of buildings used as
residences or dwellings.
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00240
Judge: Hon. Elizabeth L. Gunn
Debtor's Counsel: Frank Morris II, Esq.
LAW OFFICE OF FRANK MORRIS II
8201 Corporate Drive
Suite 260
Landover, MD 20785
Tel: 301-731-1000
Fax: 301-731-1206
Email: frankmorrislaw@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Marcus Sands as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/65HF4LQ/Native_Washingtonian_LLC__dcbke-23-00240__0001.0.pdf?mcid=tGE4TAMA
NAUTICAL MARINE: Kathleen DiSanto Named Subchapter V Trustee
------------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at
Bush Ross, P.A., as Subchapter V trustee for Nautical Marine
Enterprises, LLC.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About Nautical Marine Enterprises
Nautical Marine Enterprises, LLC provides boat engine repair, boat
upholstery, fiberglass repair, and boat trailer repair services. It
is based in Tampa, Fla.
Nautical Marine Enterprises filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
23-03490) on Aug. 14, 2023, with $1,031,820 in total assets and
$1,383,423 in total liabilities. Francisco Ferrer, Jr., manager,
signed the petition.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor
as legal counsel.
NICE VIEW 82: October 18 Hearing on Disclosure Statement
--------------------------------------------------------
Judge Laurel M. Isicoff will convene a hearing to consider approval
of the Disclosure Statement of Nice View 82, LLC (DE) will be held
on October 18, 2023 at 11:30 AM in C. Clyde Atkins U.S. Courthouse,
301 N Miami Avenue, Courtroom 8, Miami, FL 33128.
Oct. 11, 2023, is the deadline for filing objections to the
Disclosure Statement (7 days before the disclosure hearing).
About Nice View 82
Nice View 82, LLC (DE) filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 23-11520) on Feb. 27, 2023, with as much
as $1 million in both assets and liabilities. Judge Laurel M.
Isicoff oversees the case.
The Debtor is represented by Joel M. Aresty, P.A.
OMNIQ CORP: Selected for $50M Project to Modernize Supply Chain
---------------------------------------------------------------
OMNIQ Corp. announced that it has been awarded with a project
expected to exceed $50 million from one of the largest food and
drug chains in the US.
The project aims to modernize and enlarge the logistics system of
this multi-billion dollar long standing customer. The order is for
Android-based handheld devices (IoT), used in managing the
customers total supply chain level operations within its
warehouses, distribution centers and up to the point of delivery to
their end customer. This application ensures proper timing,
routing and proof of delivery ensuring customer success. The order
includes specialized services and support, under omniQ's
responsibility.
Shai Lustgarten, CEO of omniQ, stated, "Our team has diligently
worked over the last six months on securing the $50m project,
focusing on design and seamless integration within the customer's
logistics system. Our efforts have culminated in success, and we
take pride in once again receiving a strong vote of confidence from
one of the largest and most prestigious corporations worldwide.
The unwavering dedication of our team to meet the ever-evolving
demands of our long-standing customers has played a pivotal role in
nurturing enduring partnerships. This project, coupled with our
robust pipeline and backlog, will undoubtingly have a positive
impact on the Company's performance throughout 2023 and beyond."
About omniQ Corp.
Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS)
provides computerized and machine vision image processing solutions
that use patented and proprietary AI technology to deliver data
collection, real time surveillance and monitoring for supply chain
management, homeland security, public safety, traffic and parking
management and access control applications. The technology and
services provided by the Company help clients move people, assets
and data safely and securely through airports, warehouses, schools,
national borders, and many other applications and environments.
Omniq Corp reported a net loss of $13.61 million for the year ended
Dec. 31, 2022, compared to a net loss of $13.14 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$68.47 million in total assets, $81.31 million in total
liabilities, and a total stockholders' deficit of $12.84 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2023, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
OPTIV INC: S&P Alters Outlook to Negative, Affirms 'B-' ICR
-----------------------------------------------------------
S&P Global Ratings affirmed all ratings on Optiv Inc., including
its 'B-' issuer credit rating because of its ample liquidity
(including nearly $40 million cash and $151 million available under
its revolving credit facility), its forecast for positive free cash
flow generation in 2024 and 2025, lack of near-term maturities, and
long-term industry tailwinds for cyber security.
Elongated sales and implementation cycles, lower demand for
consulting services, and elevated selling, general, and
administrative (SG&A) expenses have eroded Optiv's EBITDA. Optiv's
organic revenue declined in the high-single-digit area despite the
strong demand for cyber security technology software, because of
temporarily lower industry demand and stiff competition for cyber
security consulting. Optiv continues to see clients delaying new
expenditures when possible and putting on hold discretionary
projects. During the second quarter, SG&A increased almost 12% as a
result of sales headcount growth and an increase in acquisition and
integration expenses related to the purchase of ClearShark. These
trends led to an EBITDA decline of 30% compared with the second
quarter last year, better than the 60% decline in first quarter but
still placing the EBITDA decline at x40% through the first half of
the year. While S&P does not expect that EBITDA declines will
continue to moderate in the second half of the year, it still
expects EBITDA will be down about 20% and free operating cash flow
(FOCF) will be minimal for the full year 2023.
S&P said, "We forecast FOCF to turn positive in 2024. This reflects
cost reductions implemented in 2023 and lower cash interest expense
due to the pay-in-kind (PIK) feature of its second-lien notes. We
expect EBITDA growth north of 20% in 2024 primarily due to cost
reductions. Management highlighted $30 million in headcount
reductions which was mostly implemented in the second quarter of
2023. The plan primarily focuses on underutilized and
underperforming staff. Despite the overall increase in interest
expense following Optiv's refinancing in May, cash interest will be
lower as the company can opt to PIK the interest on its new
second-lien notes. At an 11% PIK interest margin, this will save
the company about $40 million in cash per year. While the company
will benefit over the short term from the PIK feature, we believe
the company will need to return EBITDA to a level that sufficiently
covers the company's total interest expense to preserve the
sustainability of the capital structure."
Optiv's liquidity and long-term industry tailwinds also support the
rating for now. As of June 30, 2023, the company had $40.3 million
cash and $151.6 million available under its $300 million revolver
due in 2026, which offers plenty of cushion to absorb a moderate
temporary cash burn. Optiv doesn't have any other meaningful debt
maturities until its $650 million senior secured term loan matures
in August 2026 and $260 million second-lien term loan matures in
August 2027. Since the company will not have any large calls on
cash for a couple years, S&P believes it can navigate these
short-term challenges and improve its cash flow and leverage.
However, the 2026 debt maturities mean the company has only two
years to show improved performance to successfully refinance before
the debt becomes current.
The negative outlook reflects the heightened risk of a downgrade if
revenue and EBITDA continue to deteriorate and S&P expects Optiv
will burn cash on a sustained basis, rendering its capital
structure unsustainable.
S&P said, "We could lower the rating if we believed the company's
capital structure were unsustainable, which could result from
greater-than-expected declines in services, lower profitability due
to inefficient new sales force, or the inability to manage costs
and achieve cost-savings targets." Signs that its capital structure
is unsustainable could include a combination of:
-- Persistent negative discretionary cash flow generation
-- Depleted cash balances or limited revolver availability;
-- Leverage sustained above 10x;
-- Minimal covenant cushion; or
-- Insufficient EBITDA to cover fixed charges
S&P could revise the outlook to stable if it forecasts Optiv will
improve leverage below 10x and generate cash on a sustained basis.
This could happen if:
-- Tech services continue to perform well in 2024;
-- The company realizes its cost-saving initiatives and otherwise
manages expenses well; and
-- Security services stabilize.
PARTY CITY HOLDCO: Anagram Skips Secured Notes Interest Payment
---------------------------------------------------------------
Amelia Pollard of Bloomberg Law reports that Anagram, Party City
Holdco Inc.'s balloon manufacturing affiliate, skipped an interest
payment on its first-lien notes and entered into a forbearance
agreement with creditors, according to a regulatory filing.
The company entered into a 30-day grace period on Aug. 15 for the
15% payment-in-kind or cash senior secured first-lien notes due
2025, according to the filing.
Its forbearance agreement is with a majority of the firm’s
first-lien and second-lien noteholders, per filing.
Party City is considering splitting up from Anagram as the retailer
makes its way through bankruptcy, Bloomberg previously reported.
About Party City Holdco
Party City Holdco Inc. (NYSE: PRTY) is the global leader in the
celebrations industry, with its offerings spanning more than 70
countries around the world. It is also the largest designer,
manufacturer, distributor, and retailer of party goods in North
America. Party City Holdco had 761 company-owned stores as of
September 2022. It is headquartered in Woodcliff Lake, N.J. with
additional locations throughout the Americas and Asia.
Party City Holdco and its domestic subsidiaries sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas
Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco
had total assets of $2,869,248,000 against total debt of
$3,022,960,000.
Judge David R. Jones oversees the cases.
The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as
legal counsel; Moelis & Company, LLC as investment banker;
AlixPartners, LLP as financial advisor; A&G Realty Partners as real
estate advisor; and Kroll as the claims agent.
PricewaterhouseCoopers LLP (PwC) provides accounting and valuation
advisory services, tax-related services, and internal audit
Sarbanes-Oxley Act support services.
Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and
investment banker, respectively, to the ad hoc group of first lien
holders.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Pachulski Stang Ziehl & Jones, LLP.
PAXE LATITUDE: Gets OK to Hire Paxe Latitude as Insurance Adjuster
------------------------------------------------------------------
Paxe Latitude, LP received approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire Phillip Wright of Guardian
Claims USA as its insurance claims adjuster.
Guardian will assist the Debtor in maximizing and realizing the
value of the insurance claim as a result of damage to the real
property located at 521, 525 and 529 Sawyer Boulevard, Columbus,
Ohio caused by extreme weather condition.
Guardian shall receive as compensation 10 percent of all insurance
proceeds collected.
The firm can be reached through:
Phillip Wright
GUARDIAN CLAIMS USA
201 East Law Olas Blvd, Suite 300
Fort Lauderdale, FL 33301
Phone: (954) 812-5005
Email: Phil@GuardianClaimsUSA.com
About Paxe Latitude
Paxe Latitude, LP is a single asset real estate as defined in 11
U.S.C. Section 101(51B).
Paxe Latitude filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 23-11337) on Feb. 21, 2023,
with $10 million to $50 million in both assets and liabilities.
Judge Christine M. Gravelle oversees the case.
The Debtor is represented by Eric H. Horn, Esq., at A.Y. Strauss,
LLC.
PERFORMANCE FOOD: S&P Upgrades ICR to 'BB', Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised all of its ratings, including the issuer
credit rating, on U.S.-based foodservice, vending, and convenience
store distributor Performance Food Group Inc. (PFG) to 'BB' from
'BB-'.
The stable outlook reflects S&P's expectation that PFG will
continue to expand market share across its three distribution
segments while maintaining adjusted leverage at around 3x.
The upgrade reflects PFG's solid operating performance and
strengthening cash flow and credit metrics. Net sales grew 13%
year-over-year in fiscal 2023 (fiscal year ended July 1), driven by
volume growth and higher case prices due to inflation and changes
in customer mix. PFG's share gains in the independent restaurant
industry are generating higher case volumes, leading to better
efficiency and profitability. Further, independent restaurant
customers generate higher margins for PFG due to value-added
services and better product mix. S&P Global Ratings-adjusted EBITDA
margin expanded 60 basis points (bps) to 2.5% in fiscal 2023, up
from 1.9% in the prior year. Improving profitability and
normalizing working capital contributed to FOCF of $562 million in
fiscal 2023, enabling PFG to repay debt under its ABL facility and
reduce S&P Global Ratings-adjusted leverage to 3.2x. S&P expects
leverage will be maintained around 3x going forward, consistent
with the company's 2.5x to 3.5x net leverage target (company
defined).
S&P said, "In our view, PFG's shifting channel and customer mix
will support margin expansion. PFG's foodservice segment continues
to gain market share in the independent restaurant industry. The
company's broad product assortment, availability, and investment in
its sales force led to organic independent case growth of 6.2% in
2023, which has accelerated to approximately 9% through the first
few weeks of fiscal 2024. This growth has helped offset softness
with PFG's chain casual dining business, where traffic has been
pressured. Sales to independent restaurants represented 39.3% of
total foodservice sales in fiscal 2023, up 50 bps year-over-year.
PFG also continues to increase sell-through of its higher-margin
private-label products to these customers, with sales of
Performance Brands products representing approximately 52% of
broadline independent case volume. As a result, PFG's foodservice
EBITDA margin expanded 35 bps year-over-year to 3.3%. Despite the
improvement, profitability trails peers, with US Foods and Sysco
generating adjusted EBITDA margins of approximately 4.2% and 5%,
respectively. In our view, expanding scale, further private-label
penetration and growth in the independent restaurant segment will
be key to narrowing the margin gap to peers."
PFG's convenience and candy, beverage, and snack distribution
segments provide diversification against its high restaurant
exposure through its broadline business. PFG remains the
third-largest broadline food distributor in the U.S., behind Sysco
and US Foods, with profit margins remaining lower than these
competitors due to their greater size, purchasing power, and route
density across the country. Additionally, PFG's broadline customer
mix is more concentrated in the restaurant industry, while its
peers have greater exposure to less cyclical industries like
education and health care. Still, PFG's convenience and Vistar
segments provide some diversification and widen the company's
addressable markets. Core-Mark, the company's convenience store
distribution business, accounts for roughly 42% of sales and 21% of
adjusted EBITDA. The segment generates lower margins due to its
high concentration of cigarette and tobacco product sales. However,
PFG's ability to leverage its foodservice distribution capabilities
and increase cross-selling through its convenience channel could
support margin expansion. Vistar, the company's beverage, candy,
and snack distribution business, which primarily services vending
operators, theaters, and offices, is PFG's most profitable and
fastest-growing segment. Segment adjusted EBITDA margin expanded
191 bps year-over-year to 7.2% in fiscal 2023 as it benefits from
case price and volume growth.
Acquisitions and shareholder returns are likely to accelerate with
leverage inside the company's 2.5x-3.5x net leverage range. PFG's
company defined leverage improved to 2.9x at fiscal year-end 2023,
down from 4x a year ago. S&P said, "The company resumed share
repurchases last quarter, following a three-year pause, and with
leverage at the midpoint of its target, we anticipate share buyback
activity will accelerate this year. PFG's improving balance sheet
also provides it with greater flexibility to pursue acquisitions.
Following its 2021 acquisition of Core-Mark, which bolstered its
convenience business, we expect the company to prioritize growth in
its foodservice business. The roughly $300 billion industry is
highly fragmented and remains PFG's largest addressable market.
Further, unlike its larger competitors, the company has a much
smaller broadline presence in the Western U.S. In our view, having
a national footprint and greater scale could sharpen PFG's
operating efficiency. We expect leverage will be maintained below
4x on a sustained basis and as a result, we revised our financial
policy modifier to neutral from negative."
The stable outlook reflects S&P's expectation that PFG will
continue to expand market share across its three distribution
segments while maintaining adjusted leverage at around 3x.
S&P could lower the rating if it expects S&P Global
Ratings-adjusted leverage to be sustained above 4x. This could
occur if:
-- Operating performance deteriorates, possibly due to a weakening
macroeconomic environment or intensifying competition; or
-- The company pursues a large debt-funded acquisition or capital
returns to shareholders.
S&P could raise the rating if:
-- S&P's view of PFG's relative competitive position improves,
which would likely be achieved through increased scale and higher
profit margins; or
-- S&P believes the company's financial policy will remain
supportive of sustaining S&P Global Ratings-adjusted leverage below
3x.
PGX HOLDINGS: Unsecureds to Recover 1% to 50% in Joint Plan
-----------------------------------------------------------
PGX Holdings, Inc. and its Debtor Affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a Disclosure
Statement for the Joint Chapter 11 Plan dated August 24, 2023.
PGX is one of the nation's leading credit repair service providers,
helping customers repair their credit and achieve their credit
goals. PGX is headquartered in Salt Lake City, Utah and has
employees in nine other states.
Once the Debtors realized that Filing for chapter 11 protection was
inevitable, they immediately began engaging with their secured
lenders regarding holistic restructuring transactions to be
effectuated through a chapter 11 process, which would include a
potential debtor-in-possession financing facility and stalking
horse bids for substantially all the assets of each of PGX and
Lexington Law.
Although aligned on the general guiding principles, the Debtors,
Prepetition First Lien Lenders, and Prospect Capital Corporation,
in its capacity as a majority equity holder and agent to the
Prepetition Second Lien Lenders, engaged in a series of
negotiations to implement a comprehensive restructuring
transaction. On June 4, 2023, the Debtors, each of the Prepetition
First Lien Lenders, and Prospect (in its capacity as agent to the
Prepetition Second Lien Lenders and majority equity holder)
executed a restructuring support agreement (the "Restructuring
Support Agreement"). As contemplated by the Restructuring Support
Agreement, the Debtors commenced these chapter 11 cases to execute
value-maximizing section 363 sales to sell the Debtors' assets free
and clear of all Claims and Interests, followed by a liquidating
chapter 11 plan.
The Bidding Procedures Order approved the entry into two separate
stalking horse purchase agreements with (a) PGX Asset-BidCo for
substantially all of the assets of PGX; and (b) AcquisitionCo for
substantially all of the assets of Lexington Law, against which
higher or otherwise better offers may be sought, providing a clear
path to consummate a transaction. The stalking horse purchase
agreements are a part of a market-tested sale process as they set
the floor for a competitive bidding process and ensure that the
Debtors obtain the highest or otherwise best offer, or combination
of offers, for the business or some or all of their assets.
Subsequent to the contemplated sales for all or substantially all
of the Debtors' assets being consummated (together, the "Sale
Transaction"), subject to Bankruptcy Court approval, the Debtors
propose to liquidate their remaining assets under chapter 11 of the
Bankruptcy Code. Under chapter 11, a debtor may reorganize or
liquidate its business for the benefit of its stakeholders. The
consummation of a going-concern transaction followed by an orderly
liquidation is the principal objective of these Chapter 11 Cases.
Generally speaking, the Plan:
* provides the vesting of certain assets following the Sale
Transactions in the Wind-Down Debtor or Creditor Trust, as
applicable, for the purpose of distribution to Holders of Claims;
* provides for distributions to go-forward trade creditors
from the Prepetition First Lien and Second Lien Lenders'
collateral;
* provides for the issuance of PIK Notes by the Purchaser of
PGX's assets for the benefit of general unsecured creditors;
* designates a Plan Administrator to wind down the Debtors'
affairs, pay, and reconcile Claims, and administer the Plan in an
efficient manner; and
* contemplates recoveries to Holders of Administrative Claims
and Other Priority Claims as is necessary to satisfy section 1129
of the Bankruptcy Code.
Class 6B consists of Other General Unsecured Claims. Each Holder of
an Allowed Other General Unsecured Claim shall receive its Pro Rata
share of the beneficial interest in the Creditor Trust and as
beneficiary of the Creditor Trust shall receive, on a distribution
date, its Pro Rata share of net Cash derived from the Creditor
Trust Assets available for distribution on each such distribution
data as provided under the Plan and Creditor Trust Agreement,
including: (i) [a portion of $700,000 (as allocated by the
Committee)]; (ii) the PIK Notes; (iii) proceeds of Other Assets;
and (iv) the Excess Distributable Cash, if any. The allowed
unsecured claims total $2.7 million to $13.7 million. This Class
will receive a distribution of 1% to 50% of their allowed claims.
The Debtors and Wind-Down Debtor, as applicable, shall fund the
distributions and obligations under the Plan with Available Cash
set forth in the Wind-Down Budget and proceeds of certain assets,
as applicable, on the Effective Date. Pursuant to the Sale Orders,
the DIP Claims have been satisfied in full in connection with the
Sale Transaction.
A full-text copy of the Disclosure Statement dated August 24, 2023
is available at https://urlcurt.com/u?l=Plxx0N from Kurtzman Carson
Consultants, LLC, claims agent.
Co-Counsel to the Debtors:
Joshua A. Sussberg, P.C.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Ave
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Email: joshua.sussberg@kirkland.com
- and -
Spencer Winters, Esq.
Whitney C. Fogelberg, Esq.
Alison J. Wirtz, Esq.
300 North LaSalle
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: spencer.winters@kirkland.com
whitney.fogelberg@kirkland.com
alison.wirtz@kirkland.com
Co-Counsel to the Debtors:
Domenic E. Pacitti, Esq.
Michael W. Yurkewicz, Esq.
KLEHR HARRISON HARVEY BRANZBURG LLP
919 North Market Street, Suite 1000
Wilmington, Delaware 19801
Tel: (302) 426-1189
Fax: (302) 426-9193
Email: dpacitti@klehr.com
myurkewicz@klehr.com
- and -
Morton R. Branzburg, Esq.
1835 Market Street, Suite 1400
Philadelphia, Pennsylvania 19103
Tel: (215) 569-3007
Fax: (215) 568-6603
Email: mbranzburg@klehr.com
About PGX Holdings, Inc.
PGX Holdings, Inc. and affiliates are credit repair service
providers, helping customers repair their credit and achieve their
credit goals. PGX Holdings help consumers access and understand the
information contained in their credit reports, ensure that the
information contained in those reports is fair, accurate, and
complete, and address other factors that may negatively impact
their credit scores.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4,
2023. In the petition signed by Chad Wallace, chief executive
officer and president, the Debtor disclosed up to $500 million in
assets and up to $10 billion in liabilities.
Judge Craig T. Goldblatt oversees the case.
Kirkland and Ellis LLP, Kirkland and Ellis International LLP, and
300 North LaSalle represents the Debtor as bankruptcy counsel.
The Debtors also tapped Klehr Harrison Harvey Branzburg LLP as
local bankruptcy counsel, Alvarez & Marsal North America, LLC as
financial advisor, Greenhill and Co., LLC as investment banker,
Kurtzman Carson Consultants LLC as notice and claims agent, and
Landis Rath and Cobb as conflicts counsel.
King & Spalding, LLP, and Morris, Nichols, Arsht & Tunnell LLP,
serve as counsel to Blue Torch Finance LLC, as DIP Agent and
Prepetition First Lien Agent, and the Prepetition First Lien
Lenders. Clyde & Co US LLP, serves as special counsel to the DIP
Agent, the Prepetition First Lien Agent, and the Prepetition First
Lien Lenders.
Proskauer Rose LLP, is counsel to Prospect Capital Corporation, in
its capacity as DIP Lender and lender under the Prepetition First
Lien Credit Agreement. Morris, Nichols, Arsht & Tunnell LLP, is
local counsel to Prospect Capital.
PLOURDE SAND: GreenLake Opposes Disclosures Approval
----------------------------------------------------
GreenLake Real Estate Fund LLC, a secured creditor, filed an
objection to the Disclosure Statement Dated June 29, 2023
Pertaining to Plan Dated as of Same Date filed by Plourde Sand &
Gravel Co., Inc.
According to GreenLake, the Disclosure Statement provides little
information to support a plan, but sets forth aspirational goals
that do not provide meaningful information for creditors to vote on
the Debtor's Plan.
GreenLake believes that significant inadequacies are present to
support a denial of the current Disclosure Statement. The purpose
of a disclosure statement is to provide "adequate information" for
creditors to make an informed evaluation of a plan of
reorganization. See 11 U.S.C. section 1125. The Debtor's Disclosure
Statement is inadequate, as it fails to provide essential
information with regard to the Debtor's Plan. Below is a list of
some of GreenLake's specific objections to the Debtor's Disclosure
Statement.
According to GreenLake, the Disclosure Statement does not present
this Court, creditors, and parties-in-interest with a plan of
reorganization, or even a plan of liquidation. The Disclosure
Statement does not contain any details about how the Debtor intends
to effectuate a plan, but instead provides aspirational goals.
Apparently, the Debtor intends to sell estate property where it is
currently operating a business, but the Disclosure Statement
contains no information regarding the following:
* Identification or other details relating to a buyer;
* Amount of sale price (the Debtor states that it has received
"offers") yet established;
* Discussion of whether written asset purchase agreement exists,
what terms of any sale might be;
* How long the Debtor anticipates the process taking;
* Whether the Debtor will sell properties as a whole or in
pieces,
GreenLake Points out that the Debtor reports that it owns real
property in Hooksett, Allenstown, Loudon, and Pembroke, NH, as more
particularly referenced on Exhibit D to the Disclosure Statement.
The Debtor lists the value of the real property in Hooksett at
$4,762,133.33. It lists the value of the real property in
Allenstown at $2,094,961.83. It lists the value of the real
property in Loudon at $358,836.62. Finally, the Debtor lists the
value of the real property in Pembroke at $89,948.45. The Debtor
claims that it based its real estate valuation on the tax assessed
values of the Debtor's real estate and the real estate on purported
offers it has received.
GreenLake further points out that the Debtor does not provide any
details about GreenLake's differing valuations of the real estate
beyond a passing reference to their existence. GreenLake has
obtained thirdparty appraisals for the Debtor's Hooksett,
Allenstown, and Loudon real property in the total amount of
$7,480,000.00 consisting of $4,000,000.00 for the Hooksett real
property; $3,000,000.00 for the Allenstown real property; and
$480,000.00 for the Loudon real property. Creditors should be
provided with information regarding the existence of these
additional appraisals before they are asked to approve the Debtor's
Plan.
Attorney for GreenLake Real Estate Fund LLC:
Anthony J. Manhart, Esq.
Gregory A. Moffett, Esq.
PRETI FLAHERTY BELIVEAU & PACHIOS PLLP
P.O. Box 1318
Concord, NH 03302-1318
Tel: (603) 410-1525
E-mail: amanhart@preti.com
gmoffett@preti.com
About Plourde Sand & Gravel
Plourde Sand & Gravel Co., Inc., owns eight properties located in
New Hampshire having an aggregate total value of $5.34 million.
Plourde Sand filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 23-10039) on Jan. 30, 2023. In the petition signed
by Daniel O. Plourde, sole shareholder and vice president, the
Debtor disclosed $9,192,623 in assets and $8,072,411 in
liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLC is the Debtor's legal counsel.
PLOURDE SAND: Trustee Says Disclosures Inadequate
--------------------------------------------------
William K. Harrington, United States Trustee, filed an objection to
Adequacy of Debtor's Disclosure Statement Dated June 29, 2023
Pertaining to Plan Dated as of Same Date filed by Plourde Sand &
Gravel, Inc.
The United States Trustee points out that the Disclosure Statement
describes various retained actions that may be taken by the Debtor.
The Disclosure Statement should include details on whether the
Debtor intends to pursue such causes of action, and a potential
recovery for the estate. Additionally, on August 15, 2023, the
Debtor filed an adversary proceeding against GreenLake Real Estate
Fund, LLC. The Disclosure Statement should describe this cause of
action and include an estimated recovery to the Debtor's estate.
The United States Trustee further points out that the Disclosure
Statement provides that the Debtor's plan will be to sell or
otherwise dispose of all of the Debtor's property within a period
of approximately 12 months from the effective date. The Disclosure
Statement in Part Seven, however, provides that the Plan is a
short-term liquidating plan that requires the Debtor to sell its
property within 18 months from the effective date. In addition to
conflicting timeframes, the Disclosure Statement fails to describe
the sale process with sufficient detail. Specifically, the
Disclosure Statement, inter alia, (a) does not include a specific
timeline for a sale process, (b) fails to describe the identities
of any buyers for the Debtor's property, (c) fails to provide
information regarding any diligence that has been conducted by any
potential buyer, and (d) does not detail any marketing efforts
undertaken by the Debtor. Without including key information
regarding the Debtor's sale process, parties are not provided with
adequate information regarding the Debtor's plan.
The United States Trustee complains that the Debtor does not
specify a disbursing agent responsible for payments to creditor.
The Disclosure Statement should identify a disbursing agent.
The United States Trustee asserts that an affiliate of the Debtor,
Loudon Village Country Store, owes the Debtor $25,000. The
Disclosure Statement does not describe the payment terms and when
the amount owed will be paid. The Disclosure Statement should
include additional details regarding this debt.
According to the United States Trustee, the Disclosure Statement
does not include claim amounts for Class 6 (Priority Administrative
Expense Claim Class). Exhibit A lists $1 for the claims of William
S. Gannon, PLLC and the United States Trustee. The total claim
amounts included in this class should be included, and if exact
amounts are not known, the Debtor should include estimated amounts.
As of the date hereof, the Debtor owes the United States Trustee
$2,870 in quarterly fees and this amount should be included in
Class 6. Further, this amount is outstanding and should be paid to
the United States Trustee immediately.
The United States Trustee points out that the Disclosure Statement
lists the Confirmation Date and Effective Date as August 15, 2023
and September 15, 2023. These dates should be revised.
About Plourde Sand & Gravel
Plourde Sand & Gravel Co., Inc., owns eight properties located in
New Hampshire having an aggregate total value of $5.34 million.
Plourde Sand filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 23-10039) on Jan. 30, 2023. In the petition signed
by Daniel O. Plourde, sole shareholder and vice president, the
Debtor disclosed $9,192,623 in assets and $8,072,411 in
liabilities.
Judge Bruce A. Harwood oversees the case.
William S. Gannon PLC is the Debtor's legal counsel.
PRA GROUP: Moody's Puts 'Ba1' CFR Under Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed on review for downgrade the Ba1
corporate family rating and Ba2 senior unsecured and backed senior
unsecured debt rating of PRA Group, INC. Previously, the issuer
outlook was stable.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review for downgrade is driven by the underperformance of PRA's
US business. During the review, Moody's will assess the potential
for further strain on PRA's profitability, as well as the
mitigating impact from the company's initiatives aimed at improving
its collections, cost structure and revenue generation from
acquired portfolios. In addition, the review will assess the
financial and governance implications of the departure and
replacement of the company's longstanding former CEO and CFO and
any related strategic changes.
In the first six months of 2023, PRA recorded a pre-tax loss of
$69.8 million, mainly driven by a negative revaluation of its
portfolio in Q1 2023 due to slower-than-expected collections in the
US, particularly in relation to recent vintages. PRA's reduced
portfolio income, given the combination of low investments and
overcollections during the pandemic, limited the company's earnings
ability to absorb such revaluations.
PRA's revolving credit facilities include a profitability covenant
in the form of positive operating income (before interest expense
and excluding any one-time, non-recurring or unusual charges). The
company's financial losses in Q1 2023 resulted in the covenant
breach, which was waived by the lenders. While unlikely to be
breached again, in absence of further meaningful negative
revaluations, similar to those recorded Q1 2023, the profitability
covenant limits the company's financial flexibility, particularly
given its presently diminished earnings profile.
Notwithstanding the weak earnings it reported in the first six
months of 2023, PRA's interest coverage levels remain solid, at
5.2x for the first six months of 2023 and 6.5x for the twelve
months ending June 30, 2023. Similarly, PRA's Debt/EBITDA leverage
remains moderate despite having increased to 2.8x, the upper end of
its leverage target, based on last twelve-month EBITDA. This
reflects lower EBITDA and increased utilization of credit
facilities in light of material increases in non-performing loan
(NPL) purchases. PRA's consolidated leverage covenant in its credit
facilities limits its total leverage to 3.5x. The company has an
ability to manage its leverage levels by deferring purchases of
NPLs and instead using its internally generated liquidity from cash
collections to de-lever.
The review for downgrade will also consider risks related to the
firm's governance, in particular its financial strategy and risk
management, given the underperformance of its US business,
resulting weak profitability, and the sudden departures of the
group's CEO and CFO.
A rating upgrade is unlikely, given that the ratings are currently
on review for downgrade. PRA's ratings could be confirmed if
Moody's concludes that recent management changes will not adversely
affect the company's strategy, risk management or controls, and
that the company's profitability challenges will be short-lived,
while interest coverage and leverage remain at current or stronger
levels.
PRA's ratings could be downgraded if the rating agency concludes
that PRA's current underperformance in the US will take longer to
resolve, which will heighten the risk related to the company's
financial flexibility, given its covenant structure. The ratings
could also be downgraded if PRA's debt/EBITDA leverage increases
over 3x on a sustained basis, reflecting the company's weaker
profitability; if strategic direction is unclear; or governance
concerns are unresolved.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.
QAD REALTY: Seeks to Tap Law Office of James J. Rufo as Counsel
---------------------------------------------------------------
QAD Realty, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire James J. Rufo, Esq. of
The Law Office of James J. Rufo as its attorneys.
The firm's services include:
(a) advising the Debtor concerning the administration of its
Chapter 11 bankruptcy case;
(b) preparing all necessary applications and motions as
required under the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, and Local Bankruptcy Rules;
(c) preparing a disclosure statement and plan of
reorganization; and
(d) other legal services that are necessary for the
administration of the Debtor's bankruptcy case.
The firm will be paid at these rates:
James J. Rufo, Esq. $400 per hour
Paralegals $200 per hour
The Debtor paid the firm a retainer of $6,000.
James Rufo, Esq., a partner at The Law Office of James J. Rufo,
disclosed in a court filing that his firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James J. Rufo, Esq.
LAW OFFICE OF JAMES J. RUFO
1133 Westchester Avenue W N202
West Harrison NY 10604
Tel: (914) 600-7161
Email: jrufo@jamesrufolaw.com
About QAD Realty, LLC
QAD Realty owns and manages real property.
QAD Realty, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
23-22336) on May 4, 2023. The petition was signed by Quentin Solano
as sole member. At the time of filing, the Debtor estimated
$1,500,866 in assets and $1,555,357 in liabilities.
James J. Rufo, Esq. at the Law Office of James J. Rufo represents
the Debtor as counsel.
QITEK LABS: Stephen Moriarty Named Subchapter V Trustee
-------------------------------------------------------
The U.S. Trustee for Region 14 appointed Stephen Moriarty, Esq., at
Fellers, Snider, Blankenship, Bailey & Tippens, P.C., as Subchapter
V trustee for Qitek Labs of Oklahoma, LLC.
Mr. Moriarty will be paid an hourly fee of $500 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Moriarty declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Stephen J. Moriarty, Esq.
Fellers, Snider, Blankenship, Bailey & Tippens, P.C.
100 N. Broadway, Suite 1700
Oklahoma City, OK 73102
Telephone: (405) 232-0621
Facsimile: (405) 232-9659
Email: smoriarty@fellerssnider.com
About Qitek Labs of Oklahoma
Qitek Labs of Oklahoma, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. W.D. Okla. Case No.
23-12139) on Aug. 11, 2023, with as much as $1 million in both
assets and liabilities.
Amanda R. Blackwood, Esq., at Blackwood Law Firm, PLLC and Gary D.
Hammond, Esq., at Hammond Law Firm serve as the Debtor's counsels.
QUEBECOR MEDIA: S&P Alters Outlook to Positive, Affirms 'BB+' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Montreal-based Quebecor
Media Inc. (QMI) to positive from stable. At the same time, S&P
Global Ratings affirmed all of its ratings on QMI and Videotron,
including the 'BB+' issuer credit and unsecured issue-level
ratings.
S&P said, "The positive outlook reflects our expectation that, with
the successful integration of Freedom Mobile assets, Videotron
should continue to exhibit profitable subscriber growth and
expanding EBITDA while concurrently maintaining leverage at 3.5x or
lower.
"Following these actions, we will withdraw our issuer credit rating
on QMI because all debt at this entity has been repaid. All rated
debt will reside at Videotron.
"The rating action reflects our view that the Freedom Mobile
acquisition is positive for Videotron, significantly increasing
scale and diversity. We view Videotron's acquisition of Freedom
Mobile (excluding Shaw Communications Inc.-branded customers),
which had an estimated annual revenue of about C$1.1 billion (last
12 months ended Nov. 30, 2022), as a transformational acquisition,
and it represents a major step in Videotron's ambition to expand
nationally. In our view, the acquisition will increase scale (+30%
for revenue and +20%-25% for EBITDA) as well as improve revenue and
geographic diversity--wireless is almost 45% of consolidated
revenue (compared with 30% previously) and about 20%-25% of revenue
is from outside Quebec. Of more importance, the acquisition will
boost Videotron's growth, which have begun to face significant
competition in the mature Quebec market where Videotron had
operated exclusively. Videotron, which has an almost 25% market
share in the Quebec wireless market and is the incumbent cable
services provider, exhibited slower revenue growth in 2022 than the
national players. At the same time, BCE Inc., which has completed
its fiber-to-the-home (FTTH) expansion to a significant portion of
Videotron's footprint, is becoming more competitive in Quebec as it
aims to increase its wireline penetration and market share. In
contrast to the Quebec market, with this acquisition Videotron has
significant growth prospects in both Ontario and western Canada
given the strong immigration forecast for the next few years."
In addition, Videotron has a long-term agreement with Rogers
Communications Inc. to access backhaul roaming and third-party
internet access (TPIA) services. The agreement is based on rates
that are favorable to market or regulated rates. With the ability
to provide bundled services (wireless and broadband), Videotron has
a significant opportunity to expand Freedom Mobile's subscriber
base, lower customer churn, and increase average revenue per user
(ARPU), and thus expand its revenue base substantially.
S&P said, "Videotron's pro forma leverage is lower than expected
and our forecast indicates stable leverage through 2024. Pro forma
the transaction, Videotron closed the Freedom Mobile acquisition
with leverage of about 3.5x (second quarter annualized). The exit
leverage is lower than our previous expectation of 4x, mostly due
to lower lease liabilities assumed (about C$220 million compared
with our expectation of $750 million) reflecting varied accounting
assumptions. We forecast minimal synergies (since Freedom Mobile is
already a low-cost operator and savings from corporate overhead are
expected to be modest) and limited near-term benefits from scale or
cross-selling opportunities. Our forecast incorporates payment for
C-band spectrum (to be held in late 2023, but paid out in early
2024), which would be required for 5G expansion, of about C$800
million-C$850 million (similar to the amount spent on the 3.5GHz
spectrum auction) and this has an impact on leverage of about 0.3x.
Given our forecast capital expenditure (capex; C$600 million-C$700
million annually) and spectrum investments needed to remain
competitive and support growth, and assuming Videotron uses any
discretionary free cash flow to reduce debt, we estimate that
Videotron will maintain leverage close to 3.5x through 2024.
However, our assumptions could prove to be conservative and actual
operating efficiency could be higher than forecast, which could
result in better credit measures than we expect.
"The Freedom Mobile operations could be margin-dilutive in the
short term. Although Freedom Mobile enhances Videotron's scale and
diversity, we, nevertheless, believe that its subscriber has lower
economic value than Videotron's existing subscriber base.
Videotron's consolidated EBITDA margins are approximately 50%, and
with Freedom Mobile wireless generating margins of 35%-40%, we view
this transaction as modestly margin-dilutive for the next few
years. The monthly ARPU for the consolidated base was $37.77 as of
June 30, 2023, lower than Videotron's $38.91 ARPU (as of
first-quarter 2023) and negatively affected by Freedom Mobile
subscribers' lower ARPU base ($36.58 per month). Furthermore,
Videotron's subscribers in Quebec are typically bundled, thus
generally resulting in lower churn and better lifetime value. We
expect the company will be able to provide some wireless and
broadband bundling opportunities by year-end 2023 but will have
limited opportunities to offer triple- or quad-play bundles to its
new wireless subscribers, which in itself could challenge churn
improvement and pressure the economics of the business. Therefore,
there is uncertainty about whether subscriber growth can be
profitably sustained in the absence of bundling opportunities while
the larger national incumbents offer significant promotions on
bundled offers.
"The Canadian telecom landscape remains competitive. We expect
Videotron will face stiff competition from the national incumbents
that have greater scale and therefore create headwinds for
Videotron's growth prospects. With the big three national
incumbents having competitive flanker brands and aggressively
matching recent promotions, we view Videotron's ability to increase
prices in Ontario and western Canada as challenging. In addition,
to address the perception gap between Freedom Mobile's and
competitors' network quality, Videotron will need to make
significant investments in its network infrastructure and acquire
wireless spectrum while also focusing on customer acquisition.
Based on the agreement with the government, Videotron must invest
more than C$150 million to upgrade Freedom Mobile's network over
the next two years so that 90% of customers can access a 5G network
while also maintaining prices for Freedom Mobile's existing
customers. Although these conditions could delay adequate returns
in the near term, we still forecast strong FOCF and expect
Videotron to maintain leverage closer to 3.5x through 2024.
However, longer-term investments (both cable and wireless) needed
beyond 2024 could affect discretionary cash flow and leverage
stability. In our view, Videotron's path toward sustained credit
metric improvements depends more on the company's financial
discipline, in the absence of a stated financial policy, than
overall growth.
"The positive outlook reflects our expectation that we would likely
raise the ratings if Videotron successfully executes the
integration of Freedom Mobile assets with its existing telecom
operations while achieving and preserving financial targets
commensurate with an investment-grade rating. In our view,
Videotron should continue to exhibit profitable subscriber growth
and expand EBITDA margin as a fourth national operator while
concurrently maintaining leverage near 3.5x in the current
competitive environment."
S&P could revise the outlook on Videotron to stable if:
-- The company's growth and profitability are lower than expected
either due to unexpected execution challenges or an increased
competitive landscape that is reflected in weakening subscriber and
ARPU numbers; or
-- The company embarks on an aggressive growth strategy that
pushes its adjusted debt-to-EBITDA ratio approaching the high-3x
area for 12 months, with poor prospects for reducing debt. S&P
could also lower the ratings if Videotron pursues debt-funded share
repurchases.
S&P could raise the rating in the next 18-24 months if:
-- Videotron successfully integrates the Freedom Mobile assets
such that the company can expand subscriber base and operations
profitably and exhibits sustainable improvement in topline growth
and expansion in EBITDA margins; and
-- Leverage concurrently improves toward the low-3x area and S&P
believes QMI's policies are conducive of credit metrics being
sustained at that level or better over time.
RITE AID: S&P Lowers ICR to 'CCC-' on Increased Restructuring Risk
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
drugstore retailer Rite Aid Corp. to 'CCC-' from 'CCC+'. At the
same time, S&P lowered its issue-level ratings on all debt
facilities commensurate with the issuer-credit rating. The recovery
ratings are unchanged.
The negative outlook reflects S&P's view that Rite Aid may pursue a
distressed restructuring or bankruptcy in the next six months.
S&P said, "The downgrade reflects our view that a default,
distressed exchange, or redemption appears increasingly likely
within six months, barring unanticipated significantly favorable
changes in the issuer's circumstances. We view the company's
capital structure as unsustainable due to its weak operating
results and a potentially prolonged path to a sustainable recovery.
Moreover, we think potentially significant settlement claims
stemming from opioid lawsuits will likely heighten these risks.
Rite Aid's performance remained weak through June 2023, with sales
falling nearly 3% and S&P Global Ratings-adjusted EBITDA declining
more than 20%. This leads to S&P Global Ratings-adjusted leverage
of 8.9x, an unsustainable level given our projection for negative
reported free operating cash flow (FOCF) generation.
"We also expect leverage will remain above 8x for the next 12
months amid falling sales and lower profitability. The company
faces headwinds including declines from reduced COVID-19 vaccine
activity and lives lost in its Elixir business that we believe will
pressure results this year. We expect the company will need
meaningful investment to generate growth and improve profitability
and that such an outcome is unlikely prior to looming maturities on
its onerous capital structure that include more than $3.3 billion
of funded debt.
"We also think the company's cash obligations could become
significantly constrained amid the potential for far-reaching
opioid settlement claims. While the final settlement remains
uncertain, we note peers like CVS Health Corp. and Walgreens agreed
to total settlements of $5 billion or more paid in installments of
5-15 years.
"We believe Rite Aid is unlikely to satisfy its obligations in full
and on time given weak performance and potentially substantial
settlement claims. Rite Aid's next maturity is the $317 million
notes due July 2025, becoming current in less than 12 months. In
addition, the company's $839 million notes will go current in late
2025. We expect negative FOCF over the next two years, and flat to
modest FOCF thereafter, as the company invests for long-term
improvement. Our view also considers the distressed trading levels
of its debt facilities, which in our view heighten the potential
for a distressed exchange.
"The negative outlook on Rite Aid reflects our view that a
distressed restructuring or bankruptcy is likely in the next six
months. Our outlook also incorporates the potential for constrained
liquidity amid limited operating prospects and potential
opioid-related settlement.
"We could lower our rating on Rite Aid if it announces a bankruptcy
or a restructuring that results in lenders receiving less than they
were originally promised.
"We could raise our rating on Rite Aid if we believe a bankruptcy
or restructuring is unlikely in the next six months."
Environmental, Social, And Governance
S&P said, "Social factors pose a negative risk in our credit rating
analysis. Specifically, Opioid lawsuits from federal prosecutors
and state regulators may weigh on Rite Aid's ability to fund
operations and financial obligations. The company previously agreed
to settlements in 2022 with four different U.S. states. While the
previous settlements appeared manageable, we think a potential
nationwide settlement of a considerable amount similar to peers
would likely increase the risk of a distressed restructuring over
the next six months."
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Health and safety
SAGO VENTURES: Kathleen DiSanto Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Kathleen DiSanto, Esq., at
Bush Ross, P.A., as Subchapter V trustee for Sago Ventures, LLC.
Ms. DiSanto will be paid an hourly fee of $350 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. DiSanto declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Kathleen L. DiSanto, Esq.
Bush Ross, P.A.
P.O. Box 3913
Tampa, FL 33601-3913
Phone: (813) 224-9255
Fax: (813) 223-9620
Email: disanto.trustee@bushross.com
About Sago Venture
Sago Ventures, LLC filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03489) on Aug.
14, 2023, with $50,001 to $100,000 in assets and $500,001 to $1
million in liabilities. Judge Catherine Peek Mcewen oversees the
case.
Amy Denton Mayer, Esq., at Stichter Riedel Blain & Postler, P.A.
represents the Debtor as legal counsel.
SCOTTS MIRACLE-GRO: Moody's Cuts CFR to B1 & Unsecured Notes to B2
------------------------------------------------------------------
Moody's Investors Service downgraded The Scotts Miracle-Gro
Company's Corporate Family Rating to B1 from Ba3 and the
Probability of Default Rating to B1-PD from Ba3-PD. The senior
unsecured note ratings were downgraded to B2 from B1. The outlook
is stable.
The downgrades reflect Moody's expectation that leverage will
remain very high for longer than previously expected reflecting
mounting pressure in the lawn and garden category and continued
weakness at Hawthorne. Liquidity is adequate because of unused
revolver capacity and projected free cash flow but remains
constrained by modest cushion under the recently amended financial
maintenance covenants. Scotts' recent guidance revisions account
for weaker volumes in U.S Consumer from retailers reducing
inventory levels in response to sluggish consumer demand.
Engagement in the lawn and garden category is moderating from
pandemic supported highs and the impact from unfavorable weather.
Higher commodity and labor costs are also pressuring the EBITDA
margin. Hawthorne remains a drag on earnings due to the challenging
oversupply and regulatory environment in the cannabis market.
Moody's sees earnings remaining under pressure for the balance of
2023 but believes that Scott's leading market position in the lawn
and garden category and strong relationships with large retailers.
Lower commodity prices as well as cost cutting initiative from
Project Springboard are supportive of improvement to the EBITDA
margin in fiscal 2024. Moody's also expects that U.S Consumer
performance will improve from depressed levels as volumes and
retailer inventory replenishments stabilize. Moody's nevertheless
anticipates that it will take multiple years of better operating
performance to translate to meaningful improvement to credit
metrics. Moody's anticipates that debt-to-EBITDA leverage will peak
just shy of 8.0x for the twelve months ended December 31, 2023
before gradually improving to around 4.5x by the fiscal year ending
September 2025 (6.6x; Moody's adjusted for the 12-months ended July
1, 2023). Scotts' long-term net leverage target ratio of 3-3.5x
(based on the company calculations; 6.10x for the 12-months ending
July 1, 2023 in part due to seasonal borrowings) reinforces
management's commitment to reducing leverage. Scotts remains on
track to generate roughly $600-$650 million of projected free cash
flow (after dividends) in fiscal 2023 and 2024 that are ultimately
expected to go towards debt repayment. However, this will only
partially reverse the significant increase in debt over the last
two years resulting from negative free cash flow, acquisitions and
share repurchase and leverage will remain high for several years.
Liquidity is projected to remain adequate over the next 12 -15
months, as denoted by the company's SGL-3 speculative grade
liquidity rating, because of projected tightness in the financial
maintenance covenant. Scotts recently amended financial maintenance
covenants offer moderate relief to navigate credit stresses, but
Moody's sees limited room for deterioration in the EBITDA margin
and the covenant could impact Scotts' capacity to borrow on the
revolver and overall financial flexibility. Moody's expects good
free cash flow generation of around $600-$650 million after
dividends combined in fiscals 2023 and 2024 supported by working
capital improvement as the company sells down elevated inventory.
However, the company will need to utilize free cash flow to reduce
net debt ahead of the step-down of the maximum net debt-to-EBITDA
leverage covenant on the revolving credit facility. The covenant is
7.00x currently and will increase 8.25x at December 30, 2023 and
7.75x at March 30, 2024 to accommodate projected earnings pressure
and seasonal requirements before stepping down meaningfully to 6.5x
at June 29, 2024 and 4.5x after September 30, 2025. Higher credit
spreads on the amended revolving and term loan credit facilities
will put some pressure on free cash flow. Scotts also reduced its
total revolver capacity by $250 million to $1.25 billion – a
level that Moody's see as providing adequate coverage for the
company's seasonal borrowing needs. The reduction could
nevertheless limit flexibility particularly if the company is
unable to replace its receivables facility, which expired August
18, 2023. As of July 1, 2023, Scotts' had $27.4 million of cash and
cash equivalents on its balance sheet and $145.1 million borrowed
on its $1,250 million revolving credit facility that expires in
April 2027. Moody's believes the cash, projected free cash flow and
unused revolver capacity provide adequate coverage of projected
cash needs with a required $50 million of annual term loan
amortization and $250 million unsecured notes that mature in
December 2026 the only meaningful debt maturities until the unrated
term loan and revolver come due in April 2027.
The downgrade of the senior unsecured notes to B2 reflects a one
notch upward override to the B3 loss given default model outcome
based on Moody's estimate that expected recovery in a default
scenario is better reflected at the B2 rating level because of the
company's strong market position.
Moody's took the following rating actions:
Downgrades:
Issuer: Scotts Miracle-Gro Company (The)
Corporate Family Rating, Downgraded to B1 from Ba3
Probability of Default Rating, Downgraded to B1-PD from Ba3-PD
Senior Unsecured Regular Bond/Debenture, Downgraded to B2 from B1
Outlook Actions:
Issuer: Scotts Miracle-Gro Company (The)
Outlook, changed to stable from negative
RATINGS RATIONALE
Scotts Miracle-Gro's B1 CFR reflects the company's high leverage
and adequate liquidity relative to the seasonality of earnings and
cash flows, sensitivity to chemical prices and weather patterns and
a highly concentrated customer base. The company's use of
fertilizers, pesticides, and other specialty chemicals expose the
credit profile to environmental and societal risks as consumers
have shown an increasing preference for organics and as exhibited
by the brand image risk associated with the weed killer Roundup and
use of chemicals such as 2, 4-D and Glyphosate. Moody's anticipates
earnings in the US Consumer lawn and garden segment will improve in
fiscal 2024 as retailer inventory replenishment orders stabilize to
more predictive levels especially if weather conditions improve
relative to recent years. Further, restructuring actions at
Hawthorne should help stem losses in the segment though material
earnings improvement remains highly uncertain given the regulatory
and oversupply conditions in the cannabis market. Additionally,
cost savings related to Project Springboard and lower commodity
costs going forward will also drive recovery in the EBITDA margin.
However, Moody's expects that Moody's adjusted debt-to-EBITDA will
continue to constrain the company's credit profile but slowly
improve to 4.5x by the fiscal year ended September 2025 from 6.6x
for the 12 months ending June 2023. Moody's projects free cash flow
after dividends will be strong at $600-$650 million cumulative in
fiscal 2023 and fiscal 2024 because working capital will be reduced
and support debt repayment. Thereafter, Moody's expects free cash
flow to moderate to a level above $100 million in fiscal 2025.
Scotts' leading market position in the North American lawn and
garden industry affords it a strong relationship with key retailers
and drives strong brand recognition at the point of sale. Brand
support and product development help the company retain its market
share. The expansion into hydroponics presents a long-term growth
opportunity but the market is currently challenged with oversupply
conditions. The cannabis industry also faces regulatory headwinds
and volatile volumes as it gains scale. Scotts' consumer-oriented
products are relatively resilient to economic downturns, but
profitability has faced pressures from higher chemical prices and
consumers economizing spending during market downturns. Shareholder
distributions are aggressive including large special dividends and
share buybacks although distributions are currently restricted to a
maximum $225 million in dividends and $25 million of additional
restricted payments until October 1, 2025 unless pro forma net
leverage is below 4.0x, coinciding with the step-down of the
revised covenants to 4.5x for the quarter ending December 27,
2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The outlook is stable reflecting Moody's expectation that Scotts
will be able to take advantage of its strong market position and
relationship with retailers in the U.S lawn and garden category to
deliver meaningful operational improvement and generate strong free
cash flow such that the company will reduce debt-to-EBITDA leverage
to below 5.0x (outside of seasonal borrowings) within two years.
Moody's also anticipates in the stable outlook that Scotts will
remain in compliance with its newly amended financial maintenance
covenants and liquidity and financial flexibility will gradually
improve. Moody's also expect that Scotts will continue to reduce
debt levels and manage shareholder distributions to reach its
stated 3.0-3.5x net leverage target and remain in compliance of
covenants.
Ratings could be upgraded if operating performance improves such
that debt-to-EBITDA is maintained below 4.0x (outside of seasonal
borrowings). An upgrade would also require stabilization of
Hawthorne's operating performance and good liquidity. Scotts would
also need to generate consistent and sizable free cash flow and
maintain a shareholder distribution philosophy consistent with
maintenance of a higher rating.
Ratings could be downgraded if Moody's does not see meaningful
improvement to the EBITDA margin or free cash flow due to continued
operating pressure and lower volumes such that debt-to-EBITDA
leverage is not expected to improve to below 5.0x by fiscal
September 2025. The rating could also be downgraded if liquidity
deteriorates including if the company is not able to improve the
covenant cushion or shareholder distributions impair expected
balance sheet improvement.
ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS
Scotts Miracle-Gro's CIS-3 indicates that ESG considerations have a
limited impact on the current rating with potential for greater
negative impact over time. The CIS score reflects the company's
exposure and production of consumer lawn & garden fertilizers,
pesticides, and social risks related to responsible production and
waste management. Governance risks account for the high use of
leverage, aggressive shareholder distributions, and the Hagedorn
family's ownership of 25% of the outstanding shares. Multiple years
of underperformance to company targets including operating
materially above its stated 3.0-3.5x net leverage target increase
governance concerns as it relates to management credibility and
track record.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
The Scotts Miracle-Gro Company ("Scotts" or "SMG") is a
manufacturer and marketer of consumer lawn care and garden products
as well as hydroponic growing products, primarily in North America
(approximately 91% of sales). The Hagedorn family owns 25% of the
publicly-traded company, which generated revenue of about $3.7
billion for the 12 month period ended July 1, 2023.
SOUKUS ROBOTS: Public Auction Set for September 20
--------------------------------------------------
Pursuant to Section 9-611 of the Uniform Commercial Code of the
State of New York, the authorized agent ("secured party agent") for
secured parties to Soukos Robots Demil USA Inc., and Soukos Demil
Holdings USA LLC, intends to offer to sell at public auction on
Sept. 20, 2023, at 11:00 a.m. (prevailing Eastern Time), at a
location and in a manner to be determined by secured party agent,
all right, title, and interest of the Debtors in, under, and to the
sale assets.
The bid deadline is Sept. 15, 2023, at 5:00 p.m. (prevailing
Eastern Time). Potential bidders must contact Candlewood Partners,
attn: Steve Latkovic, via email at sjl@candlewooddpartners.com to
obtain the form of confidentiality agreement, the bidding
procedures, and access to due diligence materials.
Soukos Robots studies, designs and manufactures customized weapons
bases.
SOUTH AMERICAN: Sept. 21 Hearing on Disclosure and Plan
-------------------------------------------------------
Judge Anita L. Shodeen has entered an order that the hearing on
South American Beef, Inc.'s Disclosure Statement and Plan of
Liquidation, and amendments thereto, will commence at 10:00 a.m. on
September 21, 2023.
Any objections to the Disclosure Statement or Joint Plan of
Liquidation, or any amendments thereto, must be filed by September
14, 2023.
Ballots accepting or rejecting the Joint Plan of Liquidation must
be submitted and received by the attorney for the debtor in
possession no later than September 14, 2023.
By September 20, 2023, the attorney for the debtor in possession
must file a report on balloting that conforms to the Plan Ballot
Summary located on the Court's website.
If parties intend to rely upon exhibits at the time of the
confirmation hearing, exhibits shall be exchanged and submitted by
September 18, 2023.
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.
SPECIALTY DENTAL: U.S. Trustee Appoints Thomas Mackey as PCO
------------------------------------------------------------
Kevin Epstein, the U.S. Trustee for Region 7, appointed Dr. Thomas
Mackey as patient care ombudsman for Specialty Dental Holdings, LLC
and its affiliates.
The appointment was made pursuant to the order from the U.S.
Bankruptcy Court for the Western District of Texas. The patient
care ombudsman shall have the duties specified in Section 333(b)
and (c) of the Bankruptcy Code.
Dr. Mackey disclosed in a court filing that he is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The ombudsman may be reached at:
Dr. Thomas A. Mackey
2883 Palomino Springs
Bandera, Texas 78003
Phone: (713) 775-2892
Email: tmackey70@gmail.com
About Specialty Dental Holdings
Specialty Dental Holdings, LLC filed Chapter 11 petition (Bankr.
W.D. Texas Case No. 23-10498) on July 10, 2023, with as much as
$50,000 in assets and $500,001 to $1 million in liabilities.
Judge Shad Robinson oversees the case.
Stephen W. Sather, Esq., at Barron & Newburger, PC is the Debtor's
legal counsel.
SPI ENERGY: Incurs $2.6 Million Net Loss in Second Quarter
----------------------------------------------------------
SPI Energy Co., Ltd. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $2.64 million on $58.85 million of net revenues for the three
months ended June 30, 2023, compared to a net loss of $2.22 million
on $48.58 million of net revenues for the three months ended June
30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $12.39 million on $106.77 million of net revenues compared
to a net loss of $9 million on $87.12 million of net revenues for
the six months ended June 30, 2022.
As of June 30, 2023, the Company had $230.54 million in total
assets, $222.33 million in total liabilities, and $8.21 million in
total equity.
SPI Energy said, "The Group had recurring losses from operations.
The Group has incurred a net loss of $12,390,000 during the six
months ended June 30, 2023, and the cash flow used in operating
activities was $5,484,000. As of June 30, 2023, there is net
working capital deficit of $116,683,000 and accumulated deficit of
$682,691,000. These factors raise substantial doubt as to the
Group's ability to continue as a going concern. The Group intends
to continue implementing various measures to boost revenue and
control the cost and expenses within an acceptable level and other
measures including: 1) negotiate with potential buyers on PV solar
projects; 2) negotiate for postponing of convertible bond payments;
3) improve the profitability of the business in US; 4) strictly
control and reduce business, marketing and advertising expenses; 5)
obtain equity financing from certain subsidiaries' initial public
offerings; and 6) seek for certain credit facilities. There is no
assurance that the group will be successful in meeting its
liquidity and cash flow requirements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1210618/000168316823005878/spi_i10q-603023.htm
About SPI Energy Co.
SPI Energy Co., Ltd. is a global renewable energy company and
provider of solar storage and EV solutions that was founded in
2006
in Roseville, California and is now headquartered in McClellan
Park, California.
SPI Energy reported a net loss of $33.72 million for the year ended
Dec. 31, 2022, compared to a net loss of $44.83 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$231.09 million in total assets, $213.22 million in total
liabilities, and $17.87 million in total equity.
New York, New York-based Marcum Asia CPAs LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 14, 2023, citing that the Company has a
significant working capital deficit, has incurred significant
losses and needs to raise additional funds to sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SSG LLC: Case Summary & Eight Unsecured Creditors
-------------------------------------------------
Debtor: SSG, LLC
d/b/a Studio Service Group
7468 Jonesboro Rd
Jonesboro, GA 30236
Business Description: SSG, LLC specializes in set dec & prop
rentals, prop fabrication, production
storage & lockup facilities, production
office rental space, prop & production
trailer rental.
Chapter 11 Petition Date: August 30, 2023
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 23-58340
Debtor's Counsel: Leslie Pineyro, Esq.
JONES & WALDEN, LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Email: info@joneswalden.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brian Ramsey as member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/QHBCEVA/SSG_LLC__ganbke-23-58340__0001.0.pdf?mcid=tGE4TAMA
STEVE'S LAWNMOWER: Unsecureds Will Get 20% of Claims over 5 Years
-----------------------------------------------------------------
Steve's Lawnmower Sales & Service, LLC, filed with the U.S.
Bankruptcy Court for the Western District of Pennsylvania a Small
Business Plan of Reorganization dated August 24, 2023.
The Debtor is a second generation business with a primary location
at 938 S. Saint Marys Road, Saint. Marys, PA 15857. The business
sells lawn and garden equipment and also provides repair,
maintenance and related service work.
The Debtor has experienced financial fraud from a former employee
which caused it to experience significant financial distress, which
led to the filing of this Chapter 11 Case.
Class 7 consists of undisputed general unsecured claims. The total
amount of this class of creditors is $114,696.48. This class of
Creditor will receive a distribution of 20% of their claim. The
total amount paid to this class is over 5 years will be $22,
939.30. Payments will be made Monthly commencing on the Effective
Date. The monthly payment to this class will be $382.33.
Class 8 consists of disputed general unsecured claims. The claims
were either identified as disputed, unliquidated or contingent in
the Debtor's schedule and no proof of claim has been filed, or the
Debtor intends to file a claim objection. No payment will be made
to this class. To the extent that a claimant is deemed to have a
valid claim, they will be treated in accordance with the treatment
of Creditor Class 7.
The potential creditors in this class include: Cellco ($1509.20)
(filed proof of claim which Debtor intends to object to); American
Express ($45,000); BSD Capital ($65,000.00); Kabbage ($40,000.00);
Kinetic Direct ($110,000.00); Paypal ($125,000.00); Pearl Capital
($40,000.00); and Web Bank ($80,000.00).
No payments will be made to equity interest holder Steve Chicola.
The Plan will be funded through ongoing revenue generated by
continued business operations.
The Debtor's financial projections demonstrate the Debtor's ability
to make all future Plan payments in the aggregate amount of
$3,650.30, excluding equipment finance payment, during the Plan
term (the "Plan Funding"). Plan Funding is in an amount equal to
the Debtor's disposable income as defined in Section 1191(d) of the
Bankruptcy Code.
The Debtor has restructured its operations and has successfully
increased sales and limited expenses during the course of the
Bankruptcy. Through reorganization the Debtor will be able to
increase available funds to purchase new inventory, particularly
for the spring season of 2024, to greatly increase sales and fund
this plan.
The final Plan payment is expected to be paid on January 31, 2029.
A full-text copy of the Plan of Reorganization dated August 24,
2023 is available at https://urlcurt.com/u?l=WDySxd from
PacerMonitor.com at no charge.
Debtor's Counsel:
David L. Fuchs, Esq.
Fuchs Law Office, LLC
554 Washington Avenue, First Floor
Carnegie, PA 15106
Phone: (412) 223-5404
Fax: (412) 223-5406
Email: dfuchs@fuchslawoffice.com
About Steve's Lawnmower Sales & Service
Steve's Lawnmower Sales & Service, LLC, owns a lawn mower store in
St. Marys, Pa.
Steve's Lawnmower sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10282) on May 26,
2023, with $500,001 to $1 million in assets and $1 million to $10
million in liabilities.
Judge Taddonio oversees the case.
Fuchs Law Office, LLC is the Debtor's bankruptcy counsel.
SUNLAND MEDICAL: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Sunland Medical Foundation (Lead Case) 23-80000
Trinity Regional Hospital Sachse
4750 President George Bush Highway
Sachse Texas 75048
4750 GHW Bush Land Holdings LLC 23-80001
Business Description: Trinity Regional Hospital Sachse is a not-
for-profit, 32 bed, community-focused acute
care hospital providing care to the
residents of Sachse, Murphy, Wylie, Rowlett,
Garland, Plano, Richardson, and surrounding
communities.
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Judge: Hon. Michelle V. Larson
Debtors' Counsel: Marcus A. Helt, Esq.
Jack G. Haake, Esq.
Grayson Williams, Esq.
MCDERMOTT WILL & EMERY LLP
2501 North Harwood Street, Suite 1900
Dallas, Texas 75201-1664
Tel: (214) 295-8000
Fax: (972) 232-3098
E-mail: mhelt@mwe.com
jhaake@mwe.com
gwilliams@mwe.com
- and -
Natalie Rowles, Esq.
MCDERMOTT WILL & EMERY LLP
One Vanderbilt Avenue
New York, New York 10017-3852
Tel: (212) 547-5400
Fax: (212) 547-5444
Email: nrowles@mwe.com
Debtors'
Financial
Advisor: MEADOWLARK ADVISORS, LLC
Debtors'
Notice,
Claims, &
Balloting
Agent and
Administrative
Advisor: STRETTO INC.
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 Jonathan Nash as chief restructuring
officer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/65XAG2A/Sunland_Medical_Foundation__txnbke-23-80000__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/6YOPZ5A/4750_GHW_Bush_Land_Holdings_LLC__txnbke-23-80001__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. BATSU Enterprises LLC Unsecured Loan $10,000,000
11501 E. Northwest Highway
Dallas, TX 75218
Attn: James R. Campbell
Email: jcampbellcorp@gmail.com
2. QHR Unsecured Loan $742,472
1573 Mallory Ln, Suite 200
Nashville, TN 37027
Attn: W. Jedd Peak
Phone: 615-371-4956
Email: jpeak@qhr.com
3. Concord Emergency $302,717
1602 Ave Q Deparment
Lubbock, TX 79714 Management
Attn: Ashlie Boazman
Phone: 806-686-3359
Email: aboazman@concordmedicalgroup.co
4. Insight Direct IT Support $266,942
PO Box 731069
Dallas, TX 75373
Attn: Bryan Varner
Phone: 470-596-8005
Email: bryan.varner@insight.com
5. Talley Riggins ICU Construction $179,447
Construction Group
1217 Digital Dr, Suite 100
Richardson, TX 75081
Attn: Reannyon Cisnero
Phone: 469-409-1050
Email: rcisnero@talley-riggins.com
6. Surgical Serv Surgical $176,700
PO Box 941769 Supplies
Plano, TX 75094
Attn: Anam Hussain
Phone: 972-345-6526
Email: info@surgicalserv.com
7. HHS - CNS Food Services $162,589
PO Box 734364
Dallas, TX 75373
Attn: Doug Schreiber
Phone: 803-322-1966
Email: dschreiber@hhs1.com
8. Meditech IT Support $152,100
PO Box 74569
Chicago, IL 60696
Attn: Nate Baczek
Phone: 781-774-4572
Email: nbaczek@meditech.com
9. CPS Pharmacy Supplies $125,259
PO Box 7410636
Chicago, IL 60674
Attn: Marnie Wilkerson
Phone: 830-225-3045
Email: Marnie.wilkerson@cps.com
10. GE Precision Healthcare - Radiology $88,387
Imaging Imaging
PO Box 96483 Supplies
Chicago, IL 60693
Attn: Claudia Andrade
Phone: 214-536-9224
Email: claudia.andrade@ge.com
11. HHS - EVS Foods $85,979
PO Box 734367 Services
Dallas, TX 75373
Attn: Doug Schreiber
Phone: 803-322-1966
Email: dschreiber@hhs1.com
12. TKA Repairs & $85,682
1 Centerpointe Dr, Suite 200 Maintenance
La Palma, CA 90623
Attn: Jeff Niederhausen
Phone: 513-846-6527
Email: jeffery.niederhausen@ii-
techknow.com
13. Hegwood Group, LP Tax Reduction $81,702
c/o Registered Agent Work
17855 Dallas Pkwy, Suite 300
Dallas, TX 75287
Attn: Melinda D. Blackwell
Phone: 972-248-9574
Email: info@hegwoodgroup.com
14. 3M Health IT Support $64,002
Dept. 0881 PO Box 120881
Dallas, TX 75312
Attn: Tami Reynolds
Phone: 385-379-3848
Email: tjreynolds@mmm.com
15. Beckman Coulter, Inc. Lab Supplies $55,764
Dept CH 10164
Palatine, IL 60055
Attn: Vince Altrim
Phone: 817-889-4347
Email: avinca@beckman.com
16. First OnSite Repairs & $54,032
PO Box 734756 Maintenance
Chicago, IL 60673
Attn: Randy Mayfield
Phone: 817-293-0035
Email: randy.mayfield@firstonsite.com
17. Blue Signal Search Revenue Cycle $51,234
4545 E Shea Blvd #250 Management
Phoenix, AZ 85028
Attn: Thomas Lathroum
Phone: 214-227-9874
Email: tlathroum@bluesignal.com
18. Abbott Lab Supplies $47,351
1921 Hurd Dr.
Irving, TX 75038
Attn: Aasim Saeed
Phone: 800-323-9030
Email: Aasim.saeed@abbott.com
19. Cardinal Health Hospital Supplies $40,523
PO Box 730112
Dallas, TX 75373
Attn: Kelley Meeker
Phone: 972-740-1500
Email: kelley@meeker@cardinalhealth.com
20. Security Reconnaissance Team Security $36,138
2809 Regal Rd, Suite 103
Plano, TX 75075
Attn: Mike St. Andre
Phone: 972-596-2476
Email: m.standre@srteam-inc.com
21. The Station Commercial Property HOA Dues $35,000
Owner's Association
c/o Capital Consultants Management
Corporation
7800 N Dallas Pkwy, Suite 450
Plano, TX 75024
Attn: Tina Borg
Phone: 469-543-0110
Email: tborg@ccmcnet.com
22. Steris Hospital Supplies $28,769
PO Box 676548
Dallas, TX 75267
Attn: Kim Swafford
Phone: 214-883-7776
Email: kim_swafford@steris.com
23. Medline Hospital Services $26,346
DEPT 1080 PO Box 121080
Dallas, TX 75312-1080
Attn: Farhan Ladiwala
Phone: 847-962-8286
Email: fladiwala@medline.com
24. Baxter Hospital Supplies $24,160
1999 Bryan St., Ste. 900
Dallas, TX 75201-3136
Attn: Kevin Salgado
Phone: 224-9481-1227
Email: Kevin_Salgado@baxter.com
25. Werfen Lab Supplies $23,485
180 Hartwell Road
Bedford, MA 01730-2433
Attn: Steven Carlin
Phone: 781-674-3200
Email: scarlin@werfen.com
26. DRFIRST Medical $23,276
PO Box 791487 Licensing Fees
Baltimore, MD 21279
Attn: Kira Krivitskiy
Phone: 301-231-9510
Email: kkrivitskiy@drfirst.com
27. Texas Airsystems Repairs & $21,805
6029 Campus Circle Dr W 100 Maintenance
Irving, TX 75063
Attn: Kelly Fagan
Phone: 972-570-4700
Email: kelly.fagan@texasairsystems.com
28. Prism Electric Repairs & $21,608
2985 Market Street Maintenance
Garland, TX 75041
Attn: Shelley Hazelip
Phone: 214.380.5502
Email: shazelip@prismelectric.com
29. JEM Medical Radiology $21,286
2328 Lincoln Hwy Ste. 145 Imaging
New Lenox, IL 60451
Attn: Jamie Peters
Phone: 815-462-9410
Email: jamie@jemmedical.com
30. Staples Office Supplies $20,501
PO Box 660409
Dallas, TX 75266
Attn: Josue Flores
Phone: 800-226-5172 EXT 12468
Email: Josue.flores@staples.com
TELESAT CORP: Moody's Alters Outlook on 'Caa1' CFR to Stable
------------------------------------------------------------
Moody's Investors Service has affirmed Telesat Corporation's
("Telesat") Caa1 corporate family rating and Caa2-PD probability of
default rating, and changed the outlook to stable from negative.
The company's SGL-1 speculative liquidity rating was unchanged. At
the same time, Moody's affirmed the B3 senior secured credit
facilities and senior secured notes rating, and Caa3 senior
unsecured notes rating of Telesat's main operating subsidiary,
Telesat Canada, and also changed its outlook to stable from
negative.
On August 11, 2023, Telesat announced that it had obtained full
funding to build its 198 low earth orbit (LEO) satellite
constellation (Telesat Lightspeed) [1]. Telesat also indicated that
it selected space technology company, MDA Ltd. as the contractor in
place of Thales Alenia Space and that the cost of the project will
be about $3.5 billion, which is $2 billion lower that its prior
estimate.
"The outlook changed reflects the full funding and commencement of
Telesat Lightspeed, which will ensure the company's long-term
existence", said Peter Adu, Moody's Vice President and Senior
Credit Officer. "The affirmation of the CFR and PDR considers the
likelihood of additional debt repurchases at less than par", Adu
added.
Affirmations:
Issuer: Telesat Corporation
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa2-PD
Issuer: Telesat Canada
Senior Secured Bank Credit Facility, Affirmed B3
Senior Secured Regular Bond/Debenture, Affirmed B3
Senior Unsecured Regular Bond/Debenture, Affirmed Caa3
Outlook Actions:
Issuer: Telesat Corporation
Outlook, Changed To Stable From Negative
Issuer: Telesat Canada
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Telesat's Caa1 CFR is constrained by: (1) high business risk from
ongoing revenue and EBITDA declines in its geosynchronous (GEO)
satellite business; (2) Moody's expectation that consolidated
Debt/EBITDA will be sustained above 10x through the construction
phase of its LEO project; (3) risk of continued debt restructuring;
(4) high customer concentration, which pressures contract renewals;
and (5) small scale relative to fixed satellite services (FSS)
peers. The rating benefits from: (1) full funding and commencement
of Telesat Lightspeed, which brightens future prospects; (2) long
track record of expertise with satellite and related technologies
and support from the Canadian government on its LEO project; (3)
very good liquidity; (4) good market position in the global FSS
market; and (5) strong margins relative to satellite industry
peers.
Terms of the government funding for Telesat Lightspeed have not
been finalized so Moody's estimate of incremental debt is not given
consideration in the loss given default waterfall. Currently,
Telesat Canada has two classes of debt: (1) senior secured
facilities consisting of a $200 million revolver that expires in
December 2024 and $1.9 billion (face value) term loan B due in
December 2026 ($1.55 billion outstanding), $500 million (face
value) secured notes due in December 2026 ($456 million
outstanding), and $400 million (face value) secured notes due in
June 2027 ($307 million outstanding) - all rated B3; and (2)
Caa3-rated $550 million (face value) senior unsecured notes due in
October 2027 ($295 million outstanding). Moody's rates the secured
credit facilities and secured notes B3 because they benefits from
preferential access to realization proceeds as well as loss
absorption capacity provided by the junior ranking unsecured notes.
In turn, Moody's rates the unsecured notes Caa3 due to the
substantial amount of secured debt ranking above them in the
capital structure.
Telesat's CIS-5 reflect its exposure to governance risk as a result
of its rising financial leverage, which elevates refinancing risk
while there is potential for additional debt to be repurchased at
less than par, which would constitute a distressed exchange under
Moody's definition of default.
Telesat has very good liquidity (SGL-1) through July 31, 2024, with
sources approximating C$4.8 billion while Moody's expects negative
free cash flow of about C$600 million in this time frame, driven by
Telesat Lightspeed capital expenditures. The company has no debt
maturities in the next twelve months because it has already made
mandatory quarterly term loan repayments to maturity. Sources of
liquidity include cash of C$1.52 billion at June 30, 2023, full
availability under its $200 million (about C$270 million) revolving
credit facility that expires in December 2024, C-band proceeds of
about C$345 million and government funding of about C$2.7 billion
(about $2 billion). Telesat is subject to a net leverage covenant
if the revolver is drawn by more than 35%. Moody's does not expect
the covenant to be applicable in the next four quarters. Telesat
can sell non-core assets including excess transponder capacity to
augment liquidity.
The stable outlook captures the funding certainty and commencement
of Telesat Lightspeed. The stable outlook also reflects Moody's
expectation that the company will maintain at least good liquidity
throughout the construction phase of the LEO project and that it
will be completed on time and on budget.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company demonstrates a
sustainable capital structure characterized by low risk of
additional debt restructuring, maintains at least good liquidity,
and generates consistent positive organic revenue and EBITDA growth
while sustaining Debt/EBITDA below 7x.
The ratings could be downgraded if the company restructures its
debt, if liquidity becomes weak or if it sustains EBITDA/Interest
below 1x.
The principal methodology used in these ratings was Communications
Infrastructure published in February 2022.
Telesat, headquartered in Ottawa, Canada, is a fixed satellite
services company.
TEXAS CLT: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Texas CLT LLC
c/o Thomas Barker
12766 FM 775
La Vernia, TX 78121
Business Description: Texas CLT provides custom cross laminated
timber for use in a variety of applications.
Chapter 11 Petition Date: August 30, 2023
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 23-10705
Judge: Hon. H Christopher Mott
Debtor's Counsel: Lynn Hamilton Butler, Esq.
HUSCH BLACKWELL LLP
111 Congress Avenue, Suite 1400
Austin, TX 78701
Tel: 512-479-9758
Email: lynn.butler@huschblackwell.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Mark Quigley as manager.
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/5TFSCKA/Texas_CLT_LLC__txwbke-23-10705__0001.0.pdf?mcid=tGE4TAMA
TOMIA BEAUTY: Joseph Schwartz Named Subchapter V Trustee
--------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed Joseph Schwartz
Esq., at Riker Danzig Scherer Hyland & Perretti, LLP as Subchapter
V trustee for Tomia Beauty Brands, LLC.
Mr. Schwartz will be paid an hourly fee of $400 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Schwartz declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Joseph L. Schwartz, Esq.
Riker Danzig Scherer Hyland & Perretti, LLP
One Speedwell Avenue,
Morristown, NJ 07962-1981
Phone: (973) 451-8506
Email: jschwartz@riker.com
About Tomia Beauty Brands
Tomia Beauty Brands, LLC filed Chapter 11 petition (Bankr. D. N.J.
Case No. 23-16967) on Aug. 13, 2023, with $1 million to $10 million
in both assets and liabilities. Jennifer Kapahi, manager, signed
the petition.
Todd E. Duffy, Esq., at Duffyamedro, LLP serves as the Debtor's
bankruptcy counsel.
Lucky Color Israel, Ltd., as lender, is represented by the law
firms of Chiesa Shahinian & Giantomasi, PC and Shumaker, Loop &
Kendrick, LLP.
TPT GLOBAL: Delays Filing of Form 10-Q for Period Ended June 30
---------------------------------------------------------------
TPT Global Tech, Inc. filed a Form 12b-25 with the Securities and
Exchange Commission with respect to its Quarterly Report on Form
10-Q for the period ended June 30, 2023.
The Company said it was unable without unreasonable effort and
expense to prepare its accounting records and schedules in
sufficient time to allow its accountants to complete their review
of the Company's financial statements for the period ended June 30,
2023, before the required filing date for the Quarterly Report on
Form 10-Q. The Company intends to file the subject Quarterly
Report on Form 10-Q on or before the fifth calendar day following
the prescribed due date.
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a technology holding company based in San Diego, California. It was
formed as the successor of two U.S. corporations, Ally Pharma US
and TPT Global, Inc. The Company operates in various sectors
including media, telecommunications, Smart City Real Estate
Development, and the launch of the first super App, VuMe Live
technology platform.
TPT Global reported a net loss attributable to the Company's
shareholders of $61.50 million for the year ended Dec. 31, 2022,
compared to a net loss attributable to the Company's shareholders
of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31,
2022, the Company had $1.05 million in total assets, $34.02 million
in total liabilities, $58.25 million in mezzanine equity, and a
total stockholders' deficit of $91.21 million.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated May 16, 2023, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
TWENTY FIFTY: Case Summary & Five Unsecured Creditors
-----------------------------------------------------
Debtor: Twenty Fifty LLC
2050 N. Tustin Avenue
Santa Ana, CA 92705
Business Description: Twenty Fifty is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: August 30, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-11778
Judge: Hon. Scott C. Clarkson
Debtor's Counsel: Marc C. Forsythe, Esq.
GOE FORSYTHE & HODGES LLP
17701 Cowan
Building D, Suite 210
Irvine, CA 92614
Tel: (949) 798-2460
Email: mforsythe@goeforlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Teresa Anguizola as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/3W3XGWI/Twenty_Fifty_LLC__cacbke-23-11778__0001.0.pdf?mcid=tGE4TAMA
UPTOWN HOLDINGS: Case Summary & Three Unsecured Creditors
---------------------------------------------------------
Debtor: Uptown Holdings, LLC
3823 Pope Street, SE
Washington, DC 20020
Business Description: Uptown Holdings is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: August 29, 2023
Court: United States Bankruptcy Court
District of Columbia
Case No.: 23-00242
Judge: Hon. Elizabeth L. Gunn
Debtor's Counsel: Frank Morris II, Esq.
LAW OFFICE OF FRANK MORRIS II
8201 Corporate Drive
Suite 260
Landover, MD 20785
Tel: 301-731-1000
Fax: 301-731-1206
Email: frankmorrislaw@yahoo.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Marcus Sands as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/3JFNHPQ/Uptown_Holdings_LLC__dcbke-23-00242__0001.0.pdf?mcid=tGE4TAMA
VESTTOO LTD: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------
Israel-based fintech Vesttoo is seeking Chapter 11 bankruptcy
protection in a U.S. court which will enable it to pursue legal
action against those responsible for a fake collateral scandal, it
said in a statement on Monday, August 14, 2023.
Vesttoo - partly backed by Banco Santander's fintech venture
capital arm Mouro Capital - has laid off staff, closed offices and
appointed an interim chief executive following the discovery of
fraudulent letters of credit used on its platform.
"We believe the steps we are taking are best for Vesttoo's
long-term growth and success," interim CEO Ami Barlev said in the
statement.
"Not only will they result in a strong, more sustainable capital
structure, but they will provide us with the platform to
aggressively pursue all parties that harmed our business."
Vesttoo provides insurers with access to so-called insurance-linked
securities - an alternative form of reinsurance. These securities
may be backed by collateral in the form of letters of credit.
The company has conducted internal and external analysis of events
leading up to the first report of a fraudulent letter of credit
that was used in many transactions.
Led by Mouro, Vesttoo last raised $80 million at a $1 billion
valuation last October 2022.
About Vesttoo Ltd.
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.
Vesttoo Ltd. and its affiliates sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Del. (Lead Case No. 23-11160)
on August 14 and 15, 2023.
The Honorable Bankruptcy Judge Mary F. Walrath oversees the case.
The Debtors tapped DLA PIPER LLP (US) as counsel, and KROLL, LLC as
financial advisor. EPIQ CORPORATE RESTRUCTURING LLC is the claims
agent.
VIVOS REAL ESTATE: Seeks to Extend Plan Deadline to Sept. 1
-----------------------------------------------------------
Vivos Real Estate Holdings, LLC, filed a motion to extend its
deadline to file a Disclosure Statement and Plan of Liquidation to
Aug. 30, 2023, and then another motion to extend that deadline to
Sept. 1.
The Debtor explains that the prior extensions of time were
necessitated by a need for additional information from the client
to finalize these filings.
This information as well as some additional information affecting
the treatment of administrative claims have only just been received
and appropriate edits to the Disclosure Statement and Plan have
been made. However, due to time zone differences an additional, but
short, extension of
time is needed to permit final client review and to obtain the
client's authorization and signature prior to filing the Disclosure
Statement and Plan.
Attorneys for Vivos Real Estate Holdings, LLC:
Craig M. Palik, Esq.
MCNAMEE, HOSEA, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Telephone: (301) 441-2420
Facsimile: (301) 982-9450
E-mail: cpalik@mhlawyers.com
sgoldberg@mhlawyers.com
About Vivos Real Estate Holdings
Vivos Real Estate Holdings, LLC, a company in Rockville, Md.,
sought protection under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Md. Case No. 22-14207) on Aug. 2, 2022, listing as much
as $50,000 in assets and $1 million to $10 million in liabilities.
Naveen Doki, manager and president, signed the petition.
Judge Maria Ellena Chavez-Ruark oversees the case.
John D. Burns, Esq., at The Burns LawFirm, LLC is the Debtor's
counsel.
VOYAGER AVIATION: Seeks to Hire KPMG as Tax Services Providers
--------------------------------------------------------------
Voyager Aviation Holdings, LLC and its affiliates seek approval
from the U.S. Bankruptcy Court for the Southern District of New
York to hire KPMG, LLP and KPMG, an Irish Partnership.
The Debtors require the services of KPMG LLP, a Delaware limited
liability partnership in connection with their Chapter 11 cases.
These include (i) an audit of the Debtors' consolidated balance
sheets as of Dec. 31, 2022 and 2021, and related documents; (ii)
tax provision services for the 2022 and 2023 tax years; (iii) tax
compliance services, including the preparation of federal, state
and local income tax returns; (iv) tax consulting services; and
other necessary tax services.
Meanwhile, KPMG, an Irish Partnership, will provide tax services to
the debtor affiliates of Voyager Aviation Holdings that are
incorporated in Ireland.
For its audit services, KPMG LLP will charge these hourly fees:
Professional Level Discounted Rates
------------------ ----------------
Partners $702 - $1,078
Managing Directors $670 - $996
Directors $608 - $861
Managers $536 - $764
Senior Associates $481 - $618
Associates $348 - $374
The majority of fees to be charged for audit services reflect a
reduction of approximately 35% from KPMG LLP's normal and customary
rates.
The firm will also charge on an hourly basis for tax
provision-related services. The majority of fees to be charged for
such services reflect a reduction of approximately 45% from the
firm's normal and customary rates. The proposed hourly rates are as
follows:
Professional Level Discounted Rates
------------------ ----------------
Partners $756 - $949
Managing Directors $743 - $784
Directors/Senior Managers $688 - $729
Managers $536 - $633
Senior Associates $385 - $413
Associates $289 - $303
Meanwhile, KPMG LLP and the Debtors have agreed to a fixed fee of
$236,500 for tax compliance services relating to the 2022 tax year;
$300,000 for the 2023 tax year; and $225,000 for the 2024 tax
year.
For the 2023 to 2024 tax consulting services, KPMG LLP's fees will
be based on its normal and customary rates and will not exceed
$100,000.
Professional Level Hourly Rates
------------------ ------------
Partners $1,375 - $1,725
Managing Directors $1,350 - $1,425
Directors/Senior Managers $1,250 - $1,325
Managers $975 - $1,150
Senior Associates $700 - $750
Associates $525 - $550
Meanwhile, KPMG, an Irish Partnership, has agreed to receive fixed
fees for tax compliance, audit and other services including VAT
services and the filing of financial statements in iXBRL format
required by The Irish Revenue Commissioners.
For tax advisory and additional services, the firm will charge
these hourly fees:
Discounted Rates
----------------
Partner $992 GBP910
Principal $795 GBP729
Director $736 GBP675
Associate Director $571 GBP524
Manager $487 GBP447
Associate $218 GBP200
As disclosed in court filings, both firms are "disinterested
persons" pursuant to Section 101(14) of the Bankruptcy Code.
KPMG can be reached through:
Kulwinder S. Gill
KPMG LLP
677 Washington Boulevard
4th Floor
Stamford, CT 06901
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.
WE ROCK LTD: Property Sale Proceeds to Fund Plan
------------------------------------------------
We Rock, Ltd., filed with the U.S. Bankruptcy Court for the
District of New Jersey a Plan of Reorganization dated August 24,
2023.
The Debtor was incorporated in the State of New York on August 15,
2002 for general purposes. Debtor is the owner of a single family
residence located at 23 Cormorant Drive, Middletown, New Jersey
07748.
David Seigel owns 100% of the Debtor. The Debtor is a corporation.
The secured creditor initiated a foreclosure action. The bankruptcy
filing was necessitated by Sheriff's sale scheduled for April 10,
2023.
The Plan is to sell the property located at 23 Cormorant Drive,
Middletown, New Jersey (the "Property"). The sole creditor,
Millenium Trust Company, LLC, as Custodian FBO Prime Meridian NPL,
LLC, who is the holder of the first and only mortgage of the
Property, will be paid in full from the sale at closing. Debtor has
been making tax and insurance payments on the Property, which are
current. The purpose of the Plan is to liquidate the debtor's sole
asset, which consists of the Property.
The Secured Claim of Millennium Trust Company, LLC, as Custodian
FBO Prime Meridian NPL, LLC in the amount of $399,641.67 shall be
paid in full at closing.
On Confirmation of the Plan, all property of the Debtor, tangible
and intangible, including, without limitation, licenses, furniture,
fixtures and equipment, will revert, free and clear of all Claims
and Equitable Interests except as provided in the Plan, to the
Debtor. The Debtor expects to have sufficient cash on hand to make
the payments required on the Effective Date.
The Board of Directors of the Debtor immediately prior to the
Effective Date shall serve as the initial Board of Directors of the
Reorganized Debtor on and after the Effective Date. Each member of
the Board of Directors shall serve in accordance with applicable
non-bankruptcy law and the Debtor's certificate or articles of
incorporation and bylaws, as each of the same may be amended from
time to time.
The Debtor expects to sell the property by December 31, 2023. The
secured creditor will be paid in full at closing.
A full-text copy of the Plan of Reorganization dated August 24,
2023 is available at https://urlcurt.com/u?l=kYv7w3 from
PacerMonitor.com at no charge.
Attorneys for Debtor:
COHN LIFLAND PEARLMAN HERRMANN & KNOPF LLP
Mercedes Diego, Esq.
Park 80 West - Plaza One
250 Pehle Avenue, Suite 401
Saddle Brook, New Jersey 07663
Tel: (201)845-9600
Email: md@njlawfirm.com
About We Rock Ltd.
We Rock, Ltd., is the owner of a single family residence located at
23 Cormorant Drive, Middletown, New Jersey 07748. We Rock filed a
Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 23-12860) on
April 5, 2023. Mercedes Diego, Esq., of COHN LIFLAND PEARLMAN
HERRMANN & KNOPF LLP, is the Debtor's legal counsel.
WESCO AIRCRAFT: Taps PwC To Provide Tax Restructuring Services
--------------------------------------------------------------
Wesco Aircraft Holdings, Inc. and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ PwC US Tax to provide tax restructuring services.
The firm will render these services:
i. advise Wesco regarding the expected U.S. federal and
certain state income tax (states to be agreed to with Wesco)
implications associated with a restructuring of Wesco's
indebtedness pursuant to its Chapter 11 filing;
ii. prepare U.S. federal and certain state income tax basis of
assets for Wesco and its stock basis in its subsidiaries based upon
information provided by Wesco;
iii. estimate the amount of net operating loss, capital loss and
tax credit carryforwards as of Dec. 31, 2022, and through the
bankruptcy filing date of June 1, 2023;
iv. prepare a tax analysis estimating the U.S. federal and
certain state income tax effects of the proposed debt restructuring
scenarios identified and provided by Wesco's financial and legal
advisors;
v. prepare written tax advice addressing whether the "Bruno's"
transaction qualifies as a taxable transaction under IRC section
1001 to the extent that Wesco and its creditors decide to use a
"Bruno's" style transaction in connection with its restructuring
during the Chapter 11 bankruptcy;
vi. prepare a proposed step plan depicting the debt
restructuring steps selected by Wesco and describing the expected
U.S. federal and certain state income tax implications associated
with such steps;
vii. participate in discussions with Wesco's advisors to discuss
debt restructuring steps and background facts relevant to the debt
restructuring for purposes of our income tax analysis;
viii. read legal documents prepared by Wesco's legal counsel and
provide comments to legal counsel, as requested with respect to
income tax matters. Wesco and its counsel are responsible for
ensuring Wesco's intended tax structure is appropriately reflected
in any agreements;
ix. assist Wesco's ongoing Internal Revenue Service (IRS) exam.
Assistance will include a reading of the information data requests
from the IRS, as well as assisting Wesco with its response to the
information requests;
x. discuss with the IRS related to information requests; and
xi. provide advice, answers to questions on federal, state and
local, and international direct and indirect tax matters, (e.g.,
sales & use tax, property tax, VAT, excise tax, payroll tax,
credits) including research, discussions, preparation of memoranda,
and attendance at meetings relating to such matters, as mutually
agreed to in writing.
The firm will be paid at these hourly rates:
Partner $1,303
Director $1,161
Senior Manager $1,107
Senior Associate $905
Associate $709
The Debtors paid PwC US Tax a cumulative retainer of $600,000.
PwC US Tax is a "disinterested person" within the meaning of
section 101(14) of the Bankruptcy Code, as modified by section
1107(b) of the Bankruptcy Code, and as required by section 327(a)
of the Bankruptcy Code.
The firm can be reached through:
T. Bart Stratton
PwC US Tax LLP
1000 Louisiana Street, Suite 5800
Houston, TX 77002-5021
Tel: (714) 335-1919
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped McDermott Will & Emery, LLP and Morrison Foerster,
LLP as its counsel; Piper Sandler & Co. as investment banker; and
Province, LLC as financial advisor.
WESTERN URANIUM: Incurs $1.1 Million Net Loss in Second Quarter
---------------------------------------------------------------
Western Uranium & Vanadium Corp. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing
a net loss of $1.07 million on $102,789 of revenues for the three
months ended June 30, 2023, compared to net income of $2.28 million
on $7.35 million of revenues for the three months ended June 30,
2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $2.18 million on $268,764 of revenues compared to net
income of $1.10 million on $7.50 million of revenues for the six
months ended June 30, 2022.
As of June 30, 2023, the Company had $31.51 million in total
assets, $4.02 million in total liabilities, and $27.48 million in
total shareholders' equity.
Western Uranium said, "There are no assurances that the Company
will be able to raise capital on terms acceptable to the Company or
at all, or that cash flows generated from its operations will be
sufficient to meet its current operating costs. If the Company is
unable to obtain sufficient amounts of additional capital, it may
be required to reduce the scope of its planned product development,
which could harm its financial condition and operating results, or
it may not be able to continue to fund its ongoing operations.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern to sustain operations for at
least one year from the issuance of these condensed interim
consolidated financial statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1621906/000121390023068690/f10q0623_westernuranium.htm
About Western Uranium & Vanadium
Western Uranium & Vanadium Corp. is engaged in the business of
exploring, developing, mining and production from its uranium and
vanadium resource properties.
Western Uranium reported a net loss of $713,767 for the year ended
Dec. 31, 2022, compared to a net loss of $2.07 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $33.20
million in total assets, $3.94 million in total liabilities, and
$29.26 million in total shareholders' equity.
Mississauga, Canada-based MNP LLP, the Company's auditor since
2015, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has incurred continuing
losses and negative cash flows from operations and is dependent
upon future sources of equity or debt financing in order to fund
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ZIP MAILING: Unsecureds Will Get 4% of Claims over 5 Years
----------------------------------------------------------
ZIP Mailing Services, Inc., filed with the U.S. Bankruptcy Court
for the District of Maryland a Chapter 11 Subchapter V Plan dated
August 24, 2023.
The Debtor currently provides bulk mail and copying services to
businesses, charities and non-profit organizations throughout the
Washington metropolitan area.
Darrell Jackson, Jr., is the president and sole owner of the stock
of the Debtor.
The Debtor filed this case with the goal of reorganizing its
financial affairs and treating the claims of all its creditors
fairly and efficiently under the Subchapter V Plan of
Reorganization.
Class 4 consists of Unsecured Non-Priority Claims. The total amount
of Class 4 Claims is $1,670,401. Debtor's Plan proposes to pay
Class 4 unsecured creditors 4% of their claims. The total amount to
be paid to Class 4 unsecured creditors, pro rata, under the Plan is
$66,816. Allowed claims of unsecured creditors will be paid pro
rata in quarterly installments during the five-year term of the
Plan.
Class 5 consists of the unsecured claim of Eberle Communications
Group. Debtor's Plan proposes to pay the Class 5 claim in the
amount of $213,000, in full. Debtor will provide quarterly payments
to EBC in an amount equal to 10% of ECG's total quarterly sales to
Debtor. The total amount to be paid to the Class 5 under the Plan
is $213,000.
The Debtor will fund its Plan payments from its commercial bulk
mail and copying business, which will continue full-time operations
during the term of the Plan.
The term of this Plan begins on the date of confirmation of this
Plan and ends on the 60th month subsequent to that date.
A full-text copy of the Subchapter V Plan dated August 24, 2023 is
available at https://urlcurt.com/u?l=g1NdWZ from PacerMonitor.com
at no charge.
Attorneys for Debtor:
Christopher L. Hamlin, Esq.
McNamee Hosea, PA
6404 Ivy Lane, Suite 820
Greenbelt, MD 20770
Telephone: (301) 441-2420
Facsimile: (301) 982-9450
Email: chamlin@mhlawyers.com
About Zip Mailing Services
Zip Mailing Services, Inc., operates a commercial mailing service
out of Landover, Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-13736) on May 26, 2023.
In the petition signed by Darryl Jackson, Jr., its president, the
Debtor disclosed up to $500,000 in assets and up to $10 million in
liabilities.
Judge Maria Elena Chavez-Ruark oversees the case.
Christopher L. Hamlin, Esq., at McNamee Hosea, P.A., is the
Debtor's legal counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Posterity World Legacy Trust
Bankr. M.D. Fla. Case No. 23-01995
Chapter 11 Petition filed August 22, 2023
See
https://www.pacermonitor.com/view/TYRFWLA/Posterity_World_Legacy_Trust__flmbke-23-01995__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re John J Pappas, Sr.
Bankr. N.D. Ill. Case No. 23-11014
Chapter 11 Petition filed August 22, 2023
represented by: David Leibowitz, Esq.
In re Lata D. Jagtiani
Bankr. E.D. La. Case No. 23-11411
Chapter 11 Petition filed August 22, 2023
represented by: Evan Howell, Esq.
In re Garage Builders of Raleigh, Inc.
Bankr. E.D.N.C. Case No. 23-02416
Chapter 11 Petition filed August 22, 2023
See
https://www.pacermonitor.com/view/4DSDCNY/Garage_Builders_of_Raleigh_Inc__ncebke-23-02416__0001.0.pdf?mcid=tGE4TAMA
represented by: William P. Janvier, Esq.
STEVENS MARTIN VAUGHN & TADYCH, PLLC
E-mail: wjanvier@smvt.com
In re Rodrigo Ayala Ochoa and Patricia Jean Ochoa
Bankr. D. Ore. Case No. 23-31874
Chapter 11 Petition filed August 22, 2023
represented by: Loren Scott, Esq.
In re The Pineapple Express, LLC
Bankr. W.D. Tex. Case No. 23-70102
Chapter 11 Petition filed August 22, 2023
See
https://www.pacermonitor.com/view/ZCZP7PI/The_Pineapple_Express_LLC__txwbke-23-70102__0001.0.pdf?mcid=tGE4TAMA
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Indie Salon, Inc.
Bankr. C.D. Cal. Case No. 23-10747
Chapter 11 Petition filed August 23, 2023
See
https://www.pacermonitor.com/view/OCCDLNQ/Indie_Salon_Inc__cacbke-23-10747__0001.0.pdf?mcid=tGE4TAMA
represented by: Reed Olmstead, Esq.
LAW OFFICES OF REED H. OLMSTEAD
E-mail: reed@olmstead.law
In re Rodney Keith James
Bankr. E.D. La. Case No. 23-11412
Chapter 11 Petition filed August 23, 2023
represented by: Ryan Richmond, Esq.
In re Johnson Scott Property Management, LLC
Bankr. D. Md. Case No. 23-15962
Chapter 11 Petition filed August 23, 2023
See
https://www.pacermonitor.com/view/42XCRJQ/Johnson_Scott_Property_Management__mdbke-23-15962__0001.0.pdf?mcid=tGE4TAMA
represented by: William C. Johnson, Jr., Esq.
THE JOHNSON LAW GROUP, LLC
E-mail: William@JohnsonLG.Law
In re 136 Spencer LLC
Bankr. D. Mass. Case No. 23-40684
Chapter 11 Petition filed August 23, 2023
See
https://www.pacermonitor.com/view/S4LT4WA/136_Spencer_LLC__mabke-23-40684__0001.0.pdf?mcid=tGE4TAMA
represented by: D. Ethan Jeffery, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
E-mail: ejeffery@murphyking.com
In re Congregation Khal Yesheos Yakov of Tertzal
Bankr. S.D.N.Y. Case No. 23-22622
Chapter 11 Petition filed August 23, 2023
See
https://www.pacermonitor.com/view/CILJYBI/Congregation_Khal_Yesheos_Yakov__nysbke-23-22622__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re South Town Holdings, LLC
Bankr. W.D. Ark. Case No. 23-71198
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/Y2OOV6Y/South_Town_Holdings_LLC__arwbke-23-71198__0001.0.pdf?mcid=tGE4TAMA
represented by: Michael D Collins, Esq.
MICHAEL D COLLINS PA
E-mail: michael@collinspa.com
In re Ethos Holdings, LLC
Bankr. D. Del. Case No. 23-11241
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/6SLAEWI/Ethos_Holding_LLC__debke-23-11241__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Nantwich Clay Path, Inc.
Bankr. D. Del. Case No. 23-11242
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/65MRKVY/Nantwich_Clay_Path_Inc__debke-23-11242__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Rustic Forest, LLC
Bankr. D. Del. Case No. 23-11243
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/6YV6YDA/Rustic_Forest_LLC__debke-23-11243__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Douglas C. Altenberger
Bankr. N.D. Ill. Case No. 23-11141
Chapter 11 Petition filed August 24, 2023
represented by: Scott Clar, Esq.
In re Endeavor Property Investments, LLC
Bankr. N.D. Ill. Case No. 23-11163
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/NOXLJGY/Endeavor_Property_Investments__ilnbke-23-11163__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Chicagoland Guns & Range, LLC
Bankr. N.D. Ill. Case No. 23-11187
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/CEHFBFY/Chicagoland_Guns__Range_LLC__ilnbke-23-11187__0001.0.pdf?mcid=tGE4TAMA
represented by: Karen Porter, Esq.
PORTER LAW NETWORK
E-mail: porterlawnetwork@gmail.com
In re Up Right Transportation LLC
Bankr. E.D. La. Case No. 23-11429
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/LMG7M4A/Up_Right_Transportation_LLC__laebke-23-11429__0001.0.pdf?mcid=tGE4TAMA
represented by: Robin R. De Leo, Esq.
THE DE LEO LAW FIRM, LLC
E-mail: lisa@northshoreattorney.com
In re Machine Tool Service Inc.
Bankr. S.D. Ind. Case No. 23-80337
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/XZEVGYI/Machine_Tool_Service_Inc__insbke-23-80337__0001.0.pdf?mcid=tGE4TAMA
represented by: Richard Lorenz, Esq.
HICKAM & LORENZ, P.C.
E-mail: rlorenz@hickamlorenz.com
In re B&E Transport LLC
Bankr. N.D. Tex. Case No. 23-20167
Chapter 11 Petition filed August 24, 2023
See
https://www.pacermonitor.com/view/HJNME5Y/BE_Transport_LLC__txnbke-23-20167__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Es.q
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re Ashley Clay Sweat
Bankr. M.D. Fla. Case No. 23-02035
Chapter 11 Petition filed August 25, 2023
represented by: Thomas Adam, Esq.
In re Ariel LLC
Bankr. D. Mass. Case No. 23-40693
Chapter 11 Petition filed August 25, 2023
See
https://www.pacermonitor.com/view/6U64WNY/Ariel_LLC__mabke-23-40693__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Deldor Wellness, Inc.
Bankr. D.N.J. Case No. 23-17422
Chapter 11 Petition filed August 25, 2023
See
https://www.pacermonitor.com/view/CUB5O7Q/Deldor_Wellness_Inc__njbke-23-17422__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian G. Hannon, Esq.
NORGAARD, O'BOYLE & HANNON
E-mail: bhannon@norgaardfirm.com
In re Delma Y Rodriguez
Bankr. D.N.J. Case No. 23-17426
Chapter 11 Petition filed August 25, 2023
represented by: Brian Hannon, Esq.
In re R&M Capital Group, Inc.
Bankr. E.D.N.Y. Case No. 23-43043
Chapter 11 Petition filed August 25, 2023
See
https://www.pacermonitor.com/view/PDAT3XI/RM_Capital_Group_Inc__nyebke-23-43043__0001.0.pdf?mcid=tGE4TAMA
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re LSL Griffin Group, LLC
Bankr. D. Rhode Island Case No. 23-10559
Chapter 11 Petition filed August 25, 2023
See
https://www.pacermonitor.com/view/LLLWEOA/LSL_Griffin_Group_LLC__ribke-23-10559__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Gol Jewelry, Inc.
Bankr. S.D.N.Y. Case No. 23-11365
Chapter 11 Petition filed August 27, 2023
See
https://www.pacermonitor.com/view/QDAEVJA/GOL_JEWELRY_INC__nysbke-23-11365__0001.0.pdf?mcid=tGE4TAMA
represented by: Gabriel Del Virginia, Esq.
LAW OFFICE OF GABRIEL DEL VIRGINIA
E-mail: gabriel.delvirginia@verizon.net
In re PaintPro, LLC
Bankr. W.D. Tex. Case No. 23-10678
Chapter 11 Petition filed August 27, 2023
See
https://www.pacermonitor.com/view/3G6YBQI/PaintPro_LLC__txwbke-23-10678__0001.0.pdf?mcid=tGE4TAMA
represented by: Donald Wyatt, Esq.
ATTORNEY DONALD WYATT PC
E-mail: don.wyatt@wyattpc.com
In re Robert John Ross
Bankr. W.D. Tex. Case No. 23-10677
Chapter 11 Petition filed August 27, 2023
represented by: Donald Wyatt, Esq.
In re Graco Services, Inc.
Bankr. N.D. Ala. Case No. 23-81577
Chapter 11 Petition filed August 28, 2023
See
https://www.pacermonitor.com/view/AGXCBHY/Graco_Services_Inc__alnbke-23-81577__0001.0.pdf?mcid=tGE4TAMA
represented by: C. Taylor Crockett, Esq.
C. TAYLOR CROCKETT, P.C.
E-mail: taylor@taylorcrockett.com
In re Diana J. Moser
Bankr. N.D. Ill. Case No. 23-11317
Chapter 11 Petition filed August 28, 2023
represented by: David Welch, Esq.
In re Steven J. Wilson
Bankr. N.D. Ill. Case No. 23-11354
Chapter 11 Petition filed August 28, 2023
represented by: Kevin J. Benjamin, Esq.
In re STJ Orthotic Services, Inc.
Bankr. E.D.N.Y. Case No. 23-73175
Chapter 11 Petition filed August 28, 2023
See
https://www.pacermonitor.com/view/UGXFXUA/STJ_Orthotic_Services_Inc__nyebke-23-73175__0001.0.pdf?mcid=tGE4TAMA
represented by: Heath S. Berger, Esq.
BERGER, FISCHOFF, SHUMER, WEXLER &
GOODMAN, LLP
E-mail: hberger@bfslawfirm.com/
gfischoff@bfslawfirm.com
In re Vintage Reds Inc.
Bankr. E.D. Tenn. Case No. 23-31504
Chapter 11 Petition filed August 28, 2023
See
https://www.pacermonitor.com/view/6SOJA4Q/Vintage_Reds_Inc__tnebke-23-31504__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Watauga Family Dentistry, PLLC
Bankr. N.D. Tex. Case No. 23-42515
Chapter 11 Petition filed August 28, 2023
See
https://www.pacermonitor.com/view/AZ7N6ZY/WATAUGA_FAMILY_DENTISTRY_PLLC__txnbke-23-42515__0001.0.pdf?mcid=tGE4TAMA
represented by: Robert C Lane, Esq.
THE LANE LAW FIRM
E-mail: notifications@lanelaw.com
*********
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
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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.
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*** End of Transmission ***