/raid1/www/Hosts/bankrupt/TCR_Public/230921.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, September 21, 2023, Vol. 27, No. 263
Headlines
1318 FLOWER STREET: Case Summary & One Unsecured Creditor
146 DIAMOND: Voluntary Chapter 11 Case Summary
2128 FLATBUSH: Case Summary & Four Unsecured Creditors
313 ECKFORD: Voluntary Chapter 11 Case Summary
330 CALYER: Voluntary Chapter 11 Case Summary
337 6TH AVE: Case Summary & One Unsecured Creditor
5200 SAMPLE ROAD: Affiliate Seeks Cash Collateral Access
AEROCISION PARENT: Seeks to Sell Assets to Senior Lenders
AEROTECH MIAMI: Case Summary & 30 Largest Unsecured Creditors
ALLSPRING BUYER: Fitch Affirms 'BB-' LongTerm IDR, Outlook Neg.
AMPIO PHARMACEUTICALS: Incurs $1.4 Million Net Loss in 2nd Quarter
AQUABOUNTY TECHNOLOGIES: Posts $6.5 Million Net Loss in 2nd Quarter
AQUABOUNTY TECHNOLOGIES: Promotes David Melbourne Jr. to President
ATS CORP: S&P Upgrades ICR to 'BB+' on Improving Financial Metrics
BADGER FINANCE: $268.7MM Bank Debt Trades at 15% Discount
BIOLASE INC: Closes $4.5 Million Underwritten Public Offering
BIOLASE INC: Edson Krefta Acquires 6.8% Equity Stake
BLUE LIGHTNING: Court OKs Interim Cash Collateral Access
BRIGHT HEALTH: Incurs $88.6 Million Net Loss in Second Quarter
CALIFORNIA WINE: Case Summary & 20 Largest Unsecured Creditors
CANADIAN UTILITIES: Egan-Jones Retains BB Senior Unsecured Ratings
CANOO INC: Receives Approval to List Securities on Nasdaq Capital
CCC CONSULTING: Wins Cash Collateral Access Thru Jan 2024
CENTURY DE: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
CHEEKTOWAGA CONCRETE: Case Summary & Three Unsecured Creditors
COHERENT CORP: Egan-Jones Lowers Senior Unsecured Ratings to BB-
COMSTOCK RESOURCES: S&P Affirms 'B+' ICR, Outlook Stable
COMTECH TELECOM: Egan-Jones Retains B- Senior Unsecured Ratings
CPC ACQUISITION: $225MM Bank Debt Trades at 43% Discount
CROSS FINANCIAL: Moody's Affirms 'B2' CFR, Outlook Remains Stable
CURIA GLOBAL: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR
DIAMOND CREEK: Has $31.5-Mil. Deal to Sell Assets to Tahoe Chateau
DIMENSIONS IN SENIOR: No Patient Complaints at Wilcox Facility
EAGLE HEMP: Case Summary & 20 Largest Unsecured Creditors
EAGLE TRUCKLINES: Hires DeMarco-Mitchell PLLC as Counsel
EARTH HOUSE: No Change in Patient Care, 5th PCO Report Says
EMERGENT BIOSOLUTIONS: BlackRock Has 12.4% Stake as of Aug. 31
EMERGENT BIOSOLUTIONS: Millennium Mgmt, 2 Others Report 5.2% Stake
EVANGELICAL HOMES: Fitch Affirms BB Rating on 2013 Revenue Bonds
EVENT PROMOTION: Hires Greenberg Traurig LLP as Counsel
FLEETPRIDE INC: Moody's Rates New Secured 1st Lien Term Loan 'B3'
FLUID CONSTRUCTION: Court OKs Interim Cash Collateral Access
FOCUS FINANCIAL: $240MM Bank Debt Trades at 16% Discount
FORM TECHNOLOGIES: $175MM Bank Debt Trades at 23% Discount
FRANCOS TRUCKING: Hires Giddens & Gatton Law P.C. as Counsel
FUJI JAPANESE: Hires Lane Law Firm as Bankruptcy Counsel
GAMESTOP CORP: Egan-Jones Retains CC Senior Unsecured Ratings
GARCIA GRAIN: Seeks Cash Access, $800,000 DIP Loan from GrainChain
GENESIS CARE: No Decline in Patient Care, 1st PCO Report Says
GETTYSBURG RENTAL: Files Emergency Bid to Use Cash Collateral
GOTO GROUP: $2.25BB Bank Debt Trades at 33% Discount
GRAN TIERRA: Moody's Rates New $540MM Senior Secured Notes 'B2'
GREENWAVE TECHNOLOGY: Incurs $2.3 Million Net Loss in 2nd Quarter
GROM SOCIAL: Ionic Ventures Acquires 9.99% Equity Stake
GWD INC: Seeks Cash Collateral Access
HALO BUYER: $260MM Bank Debt Trades at 21% Discount
HARTMAN SPE: Asks Court to Approve Sale Process
HDT GLOBAL: $280MM Bank Debt Trades at 42% Discount
HOVNANIAN ENTREPRISES: Egan-Jones Retains B- Sr. Unsecured Ratings
I.C. ELECTRIC: Court OKs Cash Collateral Access on Final Basis
IAMGOLD CORP: Egan-Jones Retains B+ Senior Unsecured Ratings
IGLESIAS EYE: Seeks to Hire Behar Gutt & Glazer as Counsel
ITT HOLDINGS: Moody's Cuts CFR to B2 & Sr. Unsecured Notes to B3
JIREH FITNESS: Files Emergency Bid to Use Cash Collateral
JOANN INC: Terminates VP and Controller 'Without Cause'
KEN GARFF: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
LABRUZZO COMMERCIAL: Sells Meadville Properties for $300,000
LABRUZZO WOODLANDS: Court OKs Cash Collateral Access on Final Basis
LIVEONE INC: All Four Proposals Passed at Annual Meeting
LUMEN TECHNOLOGIES: Appoints James Fowler to Board of Directors
M.V.J. AUTO: U.S. Trustee Unable to Appoint Committee
MAX US BIDCO: Moody's Assigns First Time 'B2' Corp. Family Rating
MERCER INT'L: Moody's Rates New $200MM Senior Unsecured Notes 'B2'
MERCER INTERNATIONAL: S&P Rates New US$200MM Sr. Unsec. Notes 'B'
MINIM INC: RSM US Won't Seek Reelection as Auditor
NAPA MANAGEMENT: $610MM Bank Debt Trades at 23% Discount
NEKTAR THERAPEUTICS: Egan-Jones Retains CCC- Sr. Unsecured Ratings
NEVER SLIP: S&P Downgrades ICR to 'CCC-', Outlook Negative
ONLINE EDUGO: Court OKs Cash Collateral Access Thru Oct 17
PLOURDE SAND: Gets Approval to Sell Dump Trailer in Private Deal
POLAR US: $1.48BB Bank Debt Trades at 18% Discount
POLESTAR AUTOMOTIVE: Posts $304.1 Million Net Loss in 2nd Quarter
PRIZE MANAGEMENT: Files Emergency Bid to Use Cash Collateral
RACKSPACE TECHNOLOGY: Incurs $27.2 Million Net Loss in 2nd Quarter
REALTRUCK GROUP: S&P Rates $180MM 1st-Lien Term Loan Add-On 'B-'
REMARK HOLDINGS: Registers 1 Million Common Shares Under 2022 Plan
RESTORATION HARDWARE: Moody's Cuts CFR to 'B1, Outlook Stable
ROLL: BICYCLE: Hires Allen Stovall Neuman as Counsel
RUTHERFORD ENTERPRISES: Hires Georgia Evans as Accountant
SCHON ELISE: Seeks to Sell Spanish Ridge Property for $1.25-Mil.
SHIELDS NURSING: Case Summary & 20 Largest Unsecured Creditors
SIENTRA INC: Incurs $9.5 Million Net Loss in Second Quarter
SIMON & SCHUSTER: Moody's Assigns 'B2' CFR, Outlook Stable
SIMPLE ELEGANT: Voluntary Chapter 11 Case Summary
SOUTH COAST: Court OKs Interim Cash Collateral Access
SPRINGFIELD MEDICAL: Seeks Cash Collateral Access
STONE CREEK: Hires Law Offices of Neil Crane LLC as Counsel
SUPERTRANSPORT LLC: Court OKs Cash Collateral Access
SUPPLY CHAIN WAREHOUSES: Seeks Cash Collateral Access
SURGEPOWER MATERIALS: Trustee Hires Rick C. Reed as Accountant
SURGICARE SURGICAL: Has $1.5MM Deal to Sell Assets to Mahwah ASC
TIMBER PHARMACEUTICALS: NYSE Accepts Plan to Regain Compliance
TRANSOCEAN LTD: Announces $486-Mil. Contract for Deepwater Aquila
TRIM LIFE: Case Summary & 19 Unsecured Creditors
TRIUMPH GROUP: Incurs $18.2 Million Net Loss in First Quarter
UPLAND POINT: No Resident Complaints, PCO Report Says
WELCOME GROUP: Court OKs Interim Cash Collateral Access
WESCO DISTRIBUTION: Fitch Hikes LongTerm IDR to BB+, Outlook Stable
WHEELS UP: Appoints George Mattson as CEO
WHEELS UP: Stevens Sainte-Rose Quits as Chief People Officer
WORKDAY INC: Egan-Jones Retains B Senior Unsecured Ratings
WYATT LLC: Voluntary Chapter 11 Case Summary
YELLOW CORP: Estes Express Lines Selected as Stalking Horse Bidder
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1318 FLOWER STREET: Case Summary & One Unsecured Creditor
---------------------------------------------------------
Debtor: 1318 Flower Street, LLC
2010 N. Highland Ave
Los Angeles CA 90068
Business Description: 1318 Flower Street is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 19, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-16105
Debtor's Counsel: Chad Biggins, Esq.
3701 Wilshire Blvd. Suite 410
Los Angeles CA 90010
Tel: 213-387-3100
Email: chadbiggins@gmail.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jayesh Kumar as manager.
The Debtor listed Poppy Bank as its unsecured creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/THLK2WY/LLC_1318_FLOWER_STREET_LLC__cacbke-23-16105__0001.0.pdf?mcid=tGE4TAMA
146 DIAMOND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 146 Diamond LLC
146 Diamond Street
Brooklyn NY 11222
Business Description: 146 Diamond is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101
(51B)).
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-43369
Judge: Hon. Jil Mazer-Marino
Debtor's Counsel: Vincent M. Lentini, Esq.
1128 Northern Blvd
Ste 404
Manhasset NY 11030
Phone: 516-226-3214
Email: VincentLentini@Gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bernard Sobus as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/6WVRKBI/146_Diamond_LLC__nyebke-23-43369__0001.0.pdf?mcid=tGE4TAMA
2128 FLATBUSH: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: 2128 Flatbush Ave LLC
203 Beach 116 Street
Rockaway Park, NY 11694
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-43371
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Joel M. Shafferman, Esq.
SHAFFERMAN & FELDMAN LLP
137 Fifth Avenue
9th Floor
New York, NY 10010
Phone: 212-509-1802
Email: shaffermanjoel@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $50,000 to $100,000
The petition was signed by Michael McMahon as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6M4Z6FQ/2128_Flatbush_Ave_LLC__nyebke-23-43371__0001.0.pdf?mcid=tGE4TAMA
313 ECKFORD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 313 Eckford LLC
313 Eckford Street
Brooklyn NY 11222
Business Description: 313 Eckford is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-43367
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Vincent M. Lentini, Esq.
1129 Northern Blvd
Ste 404
Manhasset NY 11030
Phone: 516-228-3214
Email: VincentMLentini@Gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bernard Sobus as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3LHCQHQ/313_Eckford__LLC__nyebke-23-43367__0001.0.pdf?mcid=tGE4TAMA
330 CALYER: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 330 Calyer LLC
330 Calyer Street
Brooklyn NY 11222
Business Description: 330 Calyer is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-43364
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Vincent M. Lentini, Esq.
1129 Northern Blvd
Ste 404
Manhasset NY 11030
Phone: 516-228-3214
Email: VincentMLentini@Gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bernard Sobus as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/GWTYRCA/330_Calyer_LLC__nyebke-23-43364__0001.0.pdf?mcid=tGE4TAMA
337 6TH AVE: Case Summary & One Unsecured Creditor
--------------------------------------------------
Debtor: 337 6th Ave, LLC
5900 Wilshire Blvd., #2125
Los Angeles, CA 90036
Business Description: 337 6th Ave is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 19, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-16108
Judge: Hon. Neil W. Bason
Debtor's Counsel: Thomas B. Ure, Esq.
URE LAW FIRM
8280 Florence Avenue, Suite 200
Downey, CA 90240
Tel: 213-202-6070
Fax: 213-202-6075
Email: tom@urelawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ilan Kenig as authorized signer for
Managing Member FMB Consulting, LLC.
The Debtor listed Citadel Servicing Corporation as its only
unsecured creditor holding a claim of $876,870.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/GJJAUFA/337_6th_Ave_LLC__cacbke-23-16108__0001.0.pdf?mcid=tGE4TAMA
5200 SAMPLE ROAD: Affiliate Seeks Cash Collateral Access
--------------------------------------------------------
1350 Greenview Shores, LLC, an affiliate of 5200 Sample Road, LLC
asks the U.S. Bankruptcy Court for the Southern District of
Florida, West Palm Beach Division, for authority to use cash
collateral.
The Debtor requires the use of cash collateral to pay the Debtor's
regular operating expenses in the regular course of business, as
well as the administrative expenses in the Chapter 11 proceedings
as they become due.
There are four unknown creditors who may have a lien on the cash
collateral of Debtor by virtue of a UCC-1 filed on February 6, 2023
(Instrument No. 202300338031), June 21, 2023 (Instrument No.
202301696936), September 1, 2022 (Instrument No. 202202858731),
October 25, 2022 (Instrument No. 202203417216) in the Florida
Secured Transaction Registry. Each of these UCC-1 Financing
Statements were filed by Corporation Service Company, As
Representative. Pursuant to the UCC-1 Financing Statements, these
Unknown Creditors may have a security interest in the secured
assets including any and accounts of the debtor.
The U.S. Small Business Administration may have a lien on the
Debtor's cash collateral through a UCC-1 filed in Florida Secured
Transaction Registry on March 17, 2021.
G7G Funding Group LLC may have a lien on the cash collateral of the
Debtor by virtue of a UUC-1 filed on July 11, 2023 in the Florida
Secured Transaction Registry, and a Merchant Cash Advance
Agreement.
Blue Flower LLC may have a lien on the cash collateral of the of
the Debtor by virtue of a UUC-1 filed on October 5, 2022 in the
Florida Secured Transaction Registry.
Can Capital may have a lien on the cash collateral of the of the
Debtor by virtue of a Merchant Cash Advance Agreement.
Novus Capital Funding II, LLC may have a lien on the cash
collateral of the of the Debtor by virtue of a Merchant Cash
Advance Agreement.
Vox Funding LLC may have a lien on the cash collateral of the of
the Debtor by virtue of a Merchant Cash Advance Agreement.
The Debtor will grant a replacement lien to Unknown Creditors, SBA,
G&G, Blue Flower, CAN, Novus, and VOX to the same extent as any
pre-petition lien, pursuant to 11 U.S.C. section 361(2) on and in
all property set forth in the respective security agreements and
related lien documents on an interim basis through and including
the interim hearing in the matter, without any waiver by the Debtor
as to the extent, validity, or priority of said liens.
A copy of the motion is available at https://urlcurt.com/u?l=i1nLsw
from PacerMonitor.com.
About 5200 Sample Road, LLC
5200 Sample Road, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-13723) on May
12, 2023.
In the petition signed by Mark Alsentzer, manager, the Debtor
disclosed up to $100,000 in assets and up to $50,000 in
liabilities.
Judge Mindy A. Mora oversees the case.
Craig I. Kelley, Esq., at Kelley, Fulton & Kaplan, P.L., represents
the Debtor as legal counsel.
AEROCISION PARENT: Seeks to Sell Assets to Senior Lenders
---------------------------------------------------------
AeroCision Parent, LLC and its affiliates asked the U.S. Bankruptcy
Court for the District of Delaware to approve the sale of most of
their assets to their pre-bankruptcy senior lenders or to another
buyer with a better offer.
The proposed buyers include Ally Bank, Citizens Bank, N.A., Siemens
Financial Services, Inc., Channel Funding, LLC and Monroe Capital
Management, LLC.
The senior lenders have agreed to serve as the stalking horse
bidders for the assets, which the companies intend to sell by
auction to maximize their value.
A stalking horse agreement is still being negotiated but both sides
expect the deal to be finalized in the near term.
The companies began discussing a stalking horse proposal with the
senior lenders following events that led to the lenders accusing
Liberty Hall Capital Partners Fund I, L.P. of breaching its
restructuring support agreement with the companies.
To ensure the continued operation of their businesses regardless of
the outcome of their proposed joint prepackaged Chapter 11 plan of
reorganization, the companies determined to implement an
alternative process such as the sale of their assets to the senior
lenders or to another buyer.
The companies intend to put the assets up for bidding to solicit
higher and better offers.
Under the proposed bidding process, potential buyers have until
Oct. 23 to place their bids on the assets.
Each bid must identify the particular assets to be acquired, the
liabilities to be assumed, and the bid amount. Moreover, the bid
must be accompanied by a cash deposit in the amount equal to 10% of
the aggregate cash portion of the purchase price of the bid.
The senior lenders are qualified to participate at the auction
scheduled for Oct. 26 without the need to provide preliminary bid
documents. As a stalking horse bidder, the senior lenders set the
price floor for bidding at the auction.
The deadline to object to the auction is Oct. 27.
The companies proposed an Oct. 30 hearing to consider approval of
the sale to the winning bidder and a Nov. 1 deadline for the
winning bidder to consummate the sale.
"Consummation of the stalking horse purchase agreement or a higher
or otherwise better bid will maximize value for the [companies']
estates, provide for the continuation of the jobs of a significant
portion of the [companies'] employees, and afford the [companies']
the best possible opportunity to continue to service their
customers and maintain business relationships with their vendors,"
said Elizabeth Justison, Esq., at Young Conaway Stargatt & Taylor,
LLP.
About AeroCision Parent
AeroCision Parent, LLC and affiliates are are part of an
organization known as Bromford Group, a global manufacturing
business in the aerospace, defense, and power generation industry
that was founded in the United Kingdom in 1973. Bromford supplies
turbine engine and related components to all major OEM's, including
many of the industry's most prominent manufacturers, like General
Electric Aviation, Pratt & Whitney, and Rolls Royce, among others.
The manufacturers use Bromford's components to manufacture engines
for aircraft and other vehicles.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31,
2023. In the petition signed by David Nolletti, chief restructuring
officer, the Debtor disclosed up to $500 million in both assets and
liabilities.
Judge Karen B. Owens oversees the case.
Young Conaway Stargatt & Taylor, LLP represents the Debtors as
legal counsel, Riveron Consulting, LLC as restructuring advisor,
Jefferies LLC as investment banker, and Epiq Corporate
Restructuring, LLC as notice, claims, solicitation and balloting
agent and administrative advisor.
AEROTECH MIAMI: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: AeroTech Miami Inc.
d/b/a iAero Tech
5200 N.W. 36th Street
Miami, FL 33166
Business Description: iAero Tech is an aerospace company in
Florida.
Chapter 11 Petition Date: September 19, 2023
Court: United States Bankruptcy Court
Southern District of Florida
Sixteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
AeroTech Miami Inc. (Lead Case) 23-17503
AeroThrust Delta PBH, LLC 23-17504
AeroThrust Holdings Aircraft and Engine Leasing LLC 23-17505
AeroThrust Holdings Leasing, LLC 23-17506
iAero 11 Investments LLC 23-17507
iAero 11B Investments LLC 23-17508
iAero Group Bidco Inc. 23-17509
iAero Group Holdco 6 LLC 23-17510
iAero Group Intermediate Inc. 23-17512
iAero Group Parent LLC 23-17513
iAero Thrust Engine Test Center, LLC 23-17514
iAero Thrust LLC 23-17515
JAM Aerospace Parts, LLC 23-17516
New Swift Air Holdings, L.L.C. 23-17517
Swift Air, L.L.C. 23-17518
Swift Air Travel, LLC 23-17519
Judge: Hon. Robert A. Mark
Debtors'
General
Bankruptcy
Counsel: Roger G. Schwartz, Esq.
Robert Nussbaum, Esq.
Michelle Muscara, Esq.
Rasha El Mouatassim Bih, Esq.
Sarah Schofield, Esq.
KING & SPALDING LLP
1185 Avenue of the Americas, 34th Floor
New York, NY 10036
Phone: 212.556.2100
Email: rschwartz@kslaw.com
rnussbaum@kslaw.com
mmuscara@kslaw.com
relmouatassimbih@kslaw.com
sschofield@kslaw.com
- and -
Michael Fishel, Esq.
KING & SPALDING LLP
1100 Louisiana Street, Suite 4100
Houston, TX 77002
Phone: 713.751.3200
Email: mfishel@kslaw.com
- and -
Paul Steven Singerman, Esq.
Christopher Andrew Jarvinen, Esq.
BERGER SINGERMAN LLP
1450 Brickell Avenue, Suite 1900
Miami, FL 33131
Phone: 305.755.9500
Fax: 305-714-4340
Email: singerman@bergersingerman.com
cjarvinen@bergersingerman.com
Debtors'
Restructuring
Services
Provider: AP SERVICES, LLC
Debtors'
Investment
Banker: JEFFERIES LLC
Debtors'
Notice &
Claims
Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
AeroTech Miami's
Estimated Assets: $0 to $50,000
AeroTech Miami's
Estimated Liabilities: $500 million to $1 billion
The petitions were signed by Kevin Nystrom as interim chief
executive officer.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/BMXO5VA/AeroTech_Miami_Inc__flsbke-23-17503__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Sky Capital Partners, Inc. Broker $5,749,390
8333 NW 53rd Street, Ste. 104
Miami, FL 33166
United States
Joysel Perez
Phone: 786-339-6543
Email: jperez@skycapitalpartners.com
2. PricewaterhouseCoopers (PWC) Professional $5,002,612
PO Box 932011 Services
Atlanta, GA 31193-2011
United States
Matthew Stanley
Phone: 860-558-0169
Email: matthew.r.stanley@pwc.com
3. Magnum Airdynamics Vendor $1,700,678
13960 NW 60th Avenue
Miami Lakes, FL 33014
United States
Sean McGinn, President
Phone: 305-817-9100, Ext 101
Email: sean@magnumairdynamics.com
4. Arthur J. Gallagher & Co. Insurance $1,343,324
PO Box 742205
Los Angeles, CA 90074-2205
United States
Rachel Goerges
Phone: 312-416-6857
Email: rachel_goerges@ajg.com
5. OH Capital Assets Vendor $786,568
4500 Morris Park Drive
Mint Hill, NC 28227
United States
Alexa Roberts
Phone: 704-283-5080, Ext 1016
Email: customerservice@ohcapitalassets.com
6. Ascent Aviation Services Vendor $626,740
700 South Park Avenue
Tuscon, AZ 85756
United States
Scott Butler
Chief Commercial Officer
Phone: +1 520-616-5002
Email: sbutler@ascentmro.com
7. US Customs & Border Protection Government $526,626
Attn: User Fee Team
6650 Telecom Drive, Ste 100
Indianapolis, IN 46278
United States
Phone: (317) 614-4811
8. Miami-Dade Aviation Department Lease $494,920
PO Box 526624
Miami, FL 33152-6624
United States
Duane M. Riley
Phone: (305) 876-0625
Email: driley@flymia.com
9. The Boeing Company Vendor $381,779
PO Box 277851
Atlanta, GA 30384-7851
United States
Bremgartner, Randall J
Phone: 425-336-9191
Email: randall.j.bremgartner@boeing.com
10. High Class Aero Inc Vendor $298,125
10699 NW 122 Street
Miami, FL 33178
United States
Yami Beltran
Phone: 786-733-3113
Email: Yami@highclassaero.com
11. SmartWings Customer $279,890
Vaclav Havel Airport Ruzyne
6th District
Prague, Czech Republic
Alena Chejnovska
Phone: +420 725 098 521
Email: alena.chejnovska@smartwings.com
12. Aircrafters, Inc. Vendor $271,479
259 Quigley Blvd Suite 12-14
New Castle, DE 19720
United States
Rob Hicks
Phone: 302-777-5000 Ext 112
Email: rob.hicks@aircrafters.com
13. General Mitchell Int'l Airport Vendor $260,529
P.O. Box 78979
Milwalkee, WI 53278-0979
United States
Jennifer Rittberg
Phone: 414-747-3880
Email: jrittberg@mitchellairport.com
14. IATA E&F Services Vendor $260,200
703 Waterford Way, Suite 600
Miami, FL 33126
United States
Phone: 305 264 7772
Email: MACSAmericas@iata.org
15. Synovus Card Services Vendor $226,384
PO Box 2181
Columbus, GA 31902
United States
Anita Aedo, Sr. VP
Phone: 305-669-6361
Email: AnitaAedo@synovus.com
16. STS Line Maintenance Vendor $222,974
PO BOX 890927
Charlotte, NC 28289-0927
United States
Chad Truskowski
Phone: 313-402-9542
Email: Chad.Truskowski@stsaviationgroup.com
17. USDA, APHIS, AQI Vendor $218,366
P.O. Box 979044
Saint Louis, MO 63197-9000
United States
Phone: 844-820-2234
18. Tag Aero LLC Vendor $215,084
175 BONUM RD
LAKE WYLIE, SC 29710
United States
Rhonda Farmer
Phone: 803-831-9390
www.tag.aero
19. Andes Lineas Aereas SA Vendor $200,000
Av. Cordoba 673, Piso 4 B
Buenos Aires, Argentina
Phone: 54 11 5237 28 0
Email: clientes@andesonline.com
20. EZ Business Card Master Account Vendor $194,490
Arizona Bank and Trust
2036 E Camelback Rd,
Phoenix, AZ
United States
Vince Burke+G26
Phone: 602.381.2090
Email: vburke@arizbank.com
21. North State Aviation Holdings, LLC Vendor $192,174
4001 N. Liberty Street
Winston Salem, NC 27105
United States
Phone: 336-837-1350
22. Wings Air Support LLC Vendor $188,940
6307 Oak Forest Ct.
Summerfield, NC 27358
United States
Will Perez
Phone: 336-264-2487
Email: wperez@wingsairsupport.com
23. Ballard Partners Professional $186,000
201 E Park Ave 5th Floor Services
Tallahassee, FL 32301
United States
Awanda Green
Phone: 850-577-0444
Email: amanda@ballardpartners.com
24. Uniserv Aviation, Inc. Vendor $176,990
8522 NW 66th Street
MIAMI, FL 33166
United States
Saul
Phone: 305-592-6225
Email: sauluniserv@gmail.com
25. Airline Economics Inc. Vendor $175,660
5619 Overbrook Ln.
Houston, TX 77056
William Jacobs
Suzan Desotelle
Phone: 281-799-4120
Email: airlineeconomics@msn.com
sdesotelle@aviationadvantage.com
26. NAVBLUE Inc. Vendor $165,056
295 Hagey Blvd, Suite 200
Waterloo, ON N2L 6R5
Canada
Lisa Inglis
Phone: 519-747-1170
Email: accountsreceivable@navblue.aero
27. North State Aviation, LLC Vendor $156,661
4001 N. Liberty Street
Winston Salem, NC 27105
United States
Janet Bates
Phone: 336-837-1436
Email: jbates@nsamro.com
28. Pan Am Int'l Flight Academy Vendor $155,245
PO Box 660920
Miami, FL 33266
United States
Andreina D Amario
Phone: 305-874-6572
Email: adamario@panamacademy.com
29. Elite Team Logistics, LLC Vendor $154,350
11125 Park Blvd Suite 104-209
Seminole, FL 33772
United States
Brian Henkle
Phone: 727-612-6762
Email: brian.henkle@eliteteamlogistics.com
30. Airport Terminal Services, Inc. Vendor $143,042
PO Box 934054
Atlanta, GA 31193
United States
Phone: 314-739-1900
Email: cryterskiI@ATSSTL.COM
ALLSPRING BUYER: Fitch Affirms 'BB-' LongTerm IDR, Outlook Neg.
---------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) and senior secured debt rating of Allspring Buyer LLC
(Allspring) at 'BB-'. The Rating Outlook remains Negative. The
rating actions are being taken in conjunction with Fitch's
traditional investment manager sector review.
KEY RATING DRIVERS
The Negative Outlook reflects Allspring's sustained leverage
pressure arising from weaker than anticipated EBITDA generation,
with gross debt to fee-related EBITDA (FEBITDA) at 5.5x for the TTM
ended June 30, 2023; up from 4.7x in 2022 and above Fitch's
downgrade trigger of 5x. In addition, TTM interest coverage
declined to 2.1x in 1H23, from 3.4x in 2022 and is now also closely
approaching Fitch's downgrade trigger of 2x. Failure to sustainably
reduce leverage below 5x and to stabilize interest coverage
consistently above 2x by June 30, 2024 could result in a downgrade
of the ratings.
Allspring's ratings remain supported by its mid-tier franchise as a
traditional investment manager (IM), appropriate AUM
diversification by asset class, product and distribution channel
and a scalable business model. The ratings also reflect its
cash-generative business model and a long-term distribution
agreement with Wells Fargo Corporation (A+/Stable) expiring in
2028, which should provide Allspring with operational and
distribution infrastructure during the ongoing transition period.
The ratings are constrained by Allspring's limited track record as
a standalone IM post spin-off from Wells Fargo, ongoing and longer
than anticipated transition affecting franchise building efforts,
as well as its private equity ownership, which introduces some
uncertainty about the company's future financial policies and the
potential for more opportunistic growth strategies. In addition,
profitability margins, cash flow leverage and interest coverage
compare unfavorably with higher-rated IM peers and liquidity
remains limited, while AUM is pressured by consistent net outflows
in long-term assets.
Allspring's AUM declined by 19% in 2022 to $465 billion as net
outflows were amplified by negative market effects. At June 30,
2023, AUM had recovered modestly, to $485 billion, on the back of
buoyant demand for liquidity products. While Allspring maintains
adequate scale to compete with North American traditional IMs,
Fitch believes that ongoing transition amid the backdrop of a
challenging market environment weighs on its competitive position.
Although AUM flows turned positive, at 1.5%, for the first six
months of 2023, net outflows have been 8.3% since the spin-off from
Wells Fargo in 2021, which corresponds with Fitch's 'bb' category
benchmark range of negative 5% to negative 10% for IMs charging
fees on net asset value.
Additionally, Fitch notes that recent AUM inflows were mainly into
money market assets, which Fitch considers in part to be temporary
allocations as investors assess risk appetite in an evolving market
environment. As such, the future AUM trajectory will be determined
by the company's ability to convert these positions into
longer-term, higher yielding assets.
Allspring's TTM FEBITDA margin was 19.2% in 2Q23, which is weaker
when compared with the 21.8% average since the spin-off. As such,
profitability is below that of larger publicly rated peers and also
at the low end of Fitch's 'bbb' category benchmark range of
20%-30%. Downside risk to profitability is somewhat mitigated by
Allspring's flexible cost base, as around 50% of costs are variable
in nature and evolve in line with fee revenues. Fitch's FEBITDA
does not include performance fees and is also adjusted for
non-recurring costs; however, this metric is sensitive to cost
overruns and Fitch's reclassification of these costs as recurring.
Cash flow leverage (gross debt to FEBITDA) was 5.5x on a 2Q23 TTM
basis, which is now above Fitch's downgrade trigger of 5x. Fitch
notes that leverage in 2023 is notably above management's
expectations at the time of the spin-off due to weaker than
anticipated FEBITDA generation as well as a $250 million upsize in
its term loan facility in May 2022 to fund a special dividend.
Fitch does not expect additional debt issuance, but leverage will
remain sensitive to declines in FEBITDA, resulting from a further
reduction in AUM, as well as potential cost overruns during the
transition period of separation from Wells Fargo. Failure to reduce
leverage to 5x or below by June 30, 2024, could result in a ratings
downgrade.
Interest coverage (FEBITDA to interest expense) on a 2Q23 TTM basis
was 2.3x, which is approaching Fitch's downgrade trigger of 2x and
is within the agency's 'b and below' category band of 1x to 3x.
Fixed-charge coverage, which also includes the 1% loan amortization
per annum, was 2.1x for the TTM 2Q23 period. Interest and fixed
charge coverage remain sensitive to FEBITDA declines or interest
rate rises.
Fitch views Allspring's liquidity as limited. At June 30, 2023, the
company had $159 million of balance-sheet cash and $170 million of
revolver capacity, although availability on the revolver could be
constrained by a market dislocation that reduces FEBITDA, as the
revolver has a leverage covenant (6.5x tested at 35% utilization).
There are no term debt maturities until 2027, but the secured term
loan has a 1% annual amortization requirement. Fitch does not
anticipate sizable distributions in the near term after Allspring
paid a $250 million special dividend in May 2022.
ESG Governance Structure: Potential exposure to opportunistic
growth strategies (arising from Allspring's private equity
ownership) as well as execution risk associated with establishing
the firm as a standalone business post the Wells Fargo separation
and the achievement of envisioned cost savings and deleveraging
negatively affects Fitch's assessment of Allspring's governance
structure related to Management and Strategy.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- An inability to reduce cash flow leverage sustainably below 5x by
June 30, 2024;
- A sustained decline in interest coverage below 2.0x or a notable
decline in available balance sheet liquidity;
- Sustained material investment underperformance or meaningful
long-term AUM outflows;
- An inability to execute on the operating strategy, leading to
excessive costs or operational failures, or a decline in FEBITDA
margins below 10%.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A revision of the Outlook to Stable would be driven by a reduction
in leverage below 5x and sustaining interest coverage above 2x.
Beyond that, positive rating action over time could result from:
- Stabilization in FAUM and the FEBITDA margin;
- A sustained improvement in reported cash flow leverage below
4.5x;
- Sustained interest coverage above 3.0x;
- Favorable investment performance and material improvements of net
flows, in particular, long-term net client flows.
DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS
The secured debt rating is equalized with Allspring's Long-Term
IDR, reflecting the current funding mix and Fitch's expectations
for average recovery prospects under a stressed scenario.
DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES
The secured debt rating is primarily sensitive to changes in
Allspring's Long-Term IDR, and secondarily to material changes in
Allspring's funding mix or changes in Fitch's assessment of the
recovery prospects for the debt instrument.
ADJUSTMENTS
The Standalone Credit Profile has been assigned in line with the
implied Standalone Credit Profile.
The Sector Risk Operating Environment score has been assigned in
line with the implied score.
The Business Profile score has been assigned below the implied
score due to the following adjustment reason(s): Historical and
future developments (negative).
The Asset Performance score has been assigned in line with the
implied score.
The Earnings & Profitability score has been assigned below the
implied score due to the following adjustment reason(s): Earnings
stability (negative).
The Capitalization & Leverage score has been assigned in line with
the implied score.
The Funding, Liquidity & Coverage score has been assigned below the
implied score due to the following adjustment reason(s): Historical
and future metrics (negative).
ESG CONSIDERATIONS
Allspring Buyer LLC has an ESG Relevance Score of '5' for
Governance Structure due to private equity ownership, which may
result in more opportunistic growth strategies or
shareholder-friendly financial policies, which has a negative
impact on the credit profile, and is highly relevant to the ratings
resulting in a lower Long-Term IDR.
Allspring Buyer LLC has an ESG Relevance Score of '4' for Financial
Transparency due to the sensitivity of the rating to alignment of
audited financial data with management representations, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.
Allspring Buyer LLC has an ESG Relevance Score of '4' for
Management Strategy due to the execution risk associated with
establishing the firm as a standalone business, achievement of
envisioned cost savings and deleveraging, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Allspring
Buyer LLC LT IDR BB- Affirmed BB-
senior secured LT BB- Affirmed BB-
AMPIO PHARMACEUTICALS: Incurs $1.4 Million Net Loss in 2nd Quarter
------------------------------------------------------------------
Ampio Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $1.37 million for the three months ended June 30, 2023, compared
to a net loss of $2.07 million for the three months ended June 30,
2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $5.35 million compared to a net loss of $7.71 million for
the six months ended June 30, 2022.
As of June 30, 2023, the Company had $9.15 million in total assets,
$2.59 million in total liabilities, and $6.56 million in total
stockholders' equity.
Going Concern
Ampio said, "As of June 30, 2023, we had $7.0 million of cash and
cash equivalents and an insurance recovery receivable of $1.4
million, of which $1.0 million was received in early third-quarter
2023. Based on our current cash/liquidity position and current
projection of operating expenses and capital expenditures, we
believe we will have sufficient liquidity to fund operations into
the first quarter of 2024. Our cash resources and our capital
needs are based upon management estimates as to future operations
and expense and the timing of collection of the insurance recovery
receivable, which involve significant judgment. If we are able to
successfully optimize a small molecule formulation to take forward
into development, we intend to fund that future development of the
OA.201 program through an offering of our equity securities. We
may also seek to raise equity capital in order to attempt to cure
potential non-compliance with the minimum stockholders' equity
requirement of the NYSE American in future reporting periods.
Additionally, given that the Ampio board of directors is
considering strategic alternatives, our forecasts regarding the
sufficiency of our liquidity is based upon maintaining our current
operations. Accordingly, we may require a greater amount of capital
than presently anticipated or may require capital more quickly than
presently anticipated, or both.
"Additional financing may not be available in the amount or at the
time we need it or may not be available on acceptable terms or at
all. If we raise additional equity financing, our stockholders may
experience significant dilution of their ownership interests and
the value of shares of our common stock could decline. Our efforts
to raise additional funds from the sale of equity may be hampered
by the currently depressed trading price of our common stock. If
we raise additional equity financing, new investors may demand
rights, preferences, or privileges senior to those of existing
holders of common stock.
"Based on the above, these existing and ongoing factors raise
substantial doubt about the Company's ability to continue as a
going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1411906/000155837023013963/ampe-20230630x10q.htm
About Ampio Pharmaceuticals
Headquartered in Englewood, Colorado, Ampio Pharmaceuticals, Inc.
-- http://www.ampiopharma.com-- is a pre-revenue stage
biopharmaceutical company. Until May 2022 the Company was focused
on the clinical development of Ampion and preclinical development
of AR-300, a novel, proprietary, small molecule formulation that
has (i) demonstrated anti-inflammatory properties in vitro and (ii)
protection of cartilage in preclinical rat meniscal tear studies.
Denver, Colorado-based Moss Adams LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 27, 2023, citing that the Company has suffered recurring
losses from operations and cash used in operations that raise
substantial doubt about its ability to continue as a going concern.
AQUABOUNTY TECHNOLOGIES: Posts $6.5 Million Net Loss in 2nd Quarter
-------------------------------------------------------------------
AquaBounty Technologies, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $6.51 million on $788,430 of revenues for the three
months ended June 30, 2023, compared to a net loss of $5.54 million
on $1.07 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 $12.99 million on $1.18 million of revenues compared to a
net loss of $10.65 million on $2.03 million of revenues for the six
months ended June 30, 2022.
As of June 30, 2023, the Company had $210.22 million in total
assets, $30.87 million in total liabilities, and $179.34 million in
total stockholders' equity.
Aquabounty said, "Since inception, the Company has incurred
cumulative operating losses and negative cash flows from operations
and expects that this will continue for the foreseeable future. As
of June 30, 2023, the Company has $43.8 million in cash and cash
equivalents, and restricted cash, a significant portion of which is
required to fund its current liabilities and other contractual
obligations.
"The Company's ability to continue as a going concern is dependent
upon its ability to raise additional capital and there can be no
assurance that such capital will be available in sufficient amounts
or on terms acceptable to the Company. This raises substantial
doubt about the Company's ability to continue as a going concern
within one year after the date that the accompanying condensed
consolidated financial statements are issued."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1603978/000160397823000036/aqb-20230630x10q.htm
About AquaBounty
Headquartered in Maynard, Massachusetts, AquaBounty Technologies,
Inc. (NASDAQ: AQB) -- www.aquabounty.com -- is a land-based
sustainable aquaculture company that provides fresh Atlantic salmon
to nearby markets by raising its fish in carefully monitored
land-based fish farms through a safe, secure and sustainable
process. The Company's land-based Recirculating Aquaculture System
("RAS") farms, including a grow-out farm located in Indiana, United
States and a broodstock and egg production farm located on Prince
Edward Island, Canada, are close to key consumption markets and are
designed to prevent disease and to include multiple levels of fish
containment to protect wild fish populations. AquaBounty is
raising nutritious salmon that is free of antibiotics and
contaminants and provides a solution resulting in a reduced carbon
footprint and no risk of pollution to marine ecosystems as compared
to traditional sea-cage farming.
AQUABOUNTY TECHNOLOGIES: Promotes David Melbourne Jr. to President
------------------------------------------------------------------
AquaBounty Technologies, Inc. announced that with the ascension of
Sylvia Wulf to the role of Board Chair and her continuing
responsibilities as chief executive officer of AquaBounty, David F.
Melbourne Jr. has been promoted to the position of president.
"I am pleased to announce that Dave Melbourne will take on the
position of President of AquaBounty, as part of our leadership
progression to drive continued growth and expansion," said Sylvia
Wulf, Board Chair and chief executive officer of AquaBounty. Dave
joined the AquaBounty team in June 2019 as our Chief Commercial
Officer with a background in general management,
operations/commercial management and innovation. His 25+ years of
experience in the seafood industry spans both wild fisheries and
aquaculture. In his new role, Dave will oversee the day-to-day
business functions for the Company, including current farm
operations in the U.S. and Canada, R&D, quality, people management,
and commercial operations. With Dave in his new role, I will focus
on strategic initiatives, including investor relations, financing
alternatives to complete the Ohio Farm, business development
including geographic and species expansion, and my responsibilities
as Chair of the AquaBounty Board of Directors. We remain focused on
the strategic imperatives that will improve, grow and expand our
business. We have made significant progress in building a solid
foundation that includes a motivated, skilled and dedicated team;
enhancing and continuing to improve our operational expertise while
building our customer base; and driving advancements in breeding,
genetics, fish health and nutrition," continued Wulf.
"I am excited about my new role as President and working closely
with the entire AquaBounty team to deliver future success. The
Company continues to lead transformative solutions that will
benefit the future of aquaculture, our customers and consumers. I
am proud to be part of a growing, purpose driven organization, that
provides a domestic source of Atlantic salmon that is safe, secure
and sustainable," said Melbourne.
"I remain confident that AquaBounty has a bright future. While
land-based farming using Recirculating Aquaculture System ("RAS")
technology is still developing, the timing could not be better for
the Company to leverage our advantages of vertical integration from
broodstock to harvest, as well as our several decades of proven
expertise in operating land-based RAS facilities; especially as we
consider the negative impacts from climate change on food security
and the environment. We have a strong, accomplished team, and
together we look forward to driving continued progress," concluded
Wulf.
About AquaBounty
Headquartered in Maynard, Massachusetts, AquaBounty Technologies,
Inc. (NASDAQ: AQB) -- www.aquabounty.com -- is a land-based
sustainable aquaculture company that provides fresh Atlantic salmon
to nearby markets by raising its fish in carefully monitored
land-based fish farms through a safe, secure and sustainable
process. The Company's land-based Recirculating Aquaculture System
("RAS") farms, including a grow-out farm located in Indiana, United
States and a broodstock and egg production farm located on Prince
Edward Island, Canada, are close to key consumption markets and are
designed to prevent disease and to include multiple levels of fish
containment to protect wild fish populations. AquaBounty is
raising nutritious salmon that is free of antibiotics and
contaminants and provides a solution resulting in a reduced carbon
footprint and no risk of pollution to marine ecosystems as compared
to traditional sea-cage farming.
Aquabounty said in its Quarterly Report on Form 10-Q for the period
ended June 30, 2023, filed with the Securities and Exchange
Commission that, "Since inception, the Company has incurred
cumulative operating losses and negative cash flows from operations
and expects that this will continue for the foreseeable future. As
of June 30, 2023, the Company has $43.8 million in cash and cash
equivalents, and restricted cash, a significant portion of which is
required to fund its current liabilities and other contractual
obligations.
"The Company's ability to continue as a going concern is dependent
upon its ability to raise additional capital and there can be no
assurance that such capital will be available in sufficient amounts
or on terms acceptable to the Company. This raises substantial
doubt about the Company's ability to continue as a going concern
within one year after the date that the accompanying condensed
consolidated financial statements are issued."
ATS CORP: S&P Upgrades ICR to 'BB+' on Improving Financial Metrics
------------------------------------------------------------------
S&P Global Ratings raised its ratings on Ontario, Quebec-based
automation company ATS Corp. by one notch, including its long-term
issuer credit rating to 'BB+' from 'BB'.
The stable outlook reflects S&P's view that ATS will maintain
adjusted debt to EBITDA between 2x and 3x over the long term with
adjusted FOCF to debt of 15%-25%.
S&P said, "Our upgrade primarily stems from improvements in
earnings and leverage. ATS in fiscal 2023 (ended March 31)
generated S&P Global Ratings-adjusted debt to EBITDA of 3.1x,
slightly higher than expected due in part to higher than
anticipated working capital investments tied to new business wins
in the electric vehicle (EV) market. However, the company
meaningfully reduced leverage following its U.S. IPO, which closed
in July 2023 and raised gross proceeds of about $283 million (about
C$375 million). ATS used about C$260 million to reduce debt under
its revolving credit facility, creating more financial flexibility
for mergers and acquisitions (M&A). We now expect leverage in
fiscal 2024 to be about 2.2x and well within the 2x-3x range. ATS
has maintained strong top-line and earnings growth as it expands
its business through organic sales and acquisitions, a trend we
expect to continue. Revenue increased about 18% in fiscal 2023,
roughly split between organic growth and acquisitions,
demonstrating how effectively it executes its strategy. Recent
contract wins in the EV industry should provide robust growth as
the economy invests heavily into the transition away from internal
combustion engines. Furthermore, we expect EBITDA margins will
recover to about 15% in fiscal 2024 with further improvement
thereafter as inflation and supply chain constraints moderate. We
also believe ATS' strategy of focusing on "high consequence of
failure" industries such as food and beverage and life sciences
will provide growth and stabilize profitability. Customers in these
industries tend to focus less on price and more on product and
service quality, reliability, and supplier relationships.
"Our view of ATS' financial policies support the upgrade. The
company's target is to keep net debt to adjusted EBITDA (per its
methodology) of 2x-3x, which we believe is appropriate for the
rating. We continue to believe acquisitions will be vital to ATS'
growth strategy but believe the company will be disciplined,
resulting in adjusted debt to EBITDA generally in the 2x-3x range.
While we recognize that there could be acquisitions that raise
leverage above that range, we believe it would be temporary with
strong prospects to quickly return below 3x. Furthermore, the low
capital intensity of the business and limited shareholder
distributions result in solid annual discretionary cash flow
generation that could facilitate deleveraging following a large
acquisition. Our base-case forecast assumes that ATS spends about
C$300 million annually on acquisitions and up to C$50 million per
year on share repurchases.
"ATS organic growth prospects look favorable. Our base case assumes
that North America and Europe, ATS' key operating regions, will
avoid a recession over the next 12 months. However, low growth in
these economies could mute ATS' organic revenue growth as customers
cut back on capital expenditure (capex) and delay automation
investments. We assume organic revenue growth of about 10% in
fiscal 2024, stemming in part from large EV contracts in recent
quarters. Beyond that, we estimate annual organic revenue growth in
the mid-single-digit percent area, with life sciences, food and
beverage, and energy growth at low- to mid-single digits and
transportation at a relatively high rate.
The stable outlook reflects our view that ATS will generally
maintain adjusted debt to EBITDA of 2x-3x and FOCF to debt of
15%-25% over the next few years while continuing its M&A
strategy."
Although unlikely within the next 24 months, S&P could upgrade ATS
if:
-- Adjusted debt to EBITDA declines below 2x and adjusted FOCF to
debt increased above 25%;
-- S&P believes the company's financial policy will sustain such
credit measures long term; and
-- It generates solid organic growth and steady profitability.
S&P could downgrade ATS within the next 12 months if it expects
adjusted debt to EBITDA above 3x or adjusted FOCF to debt below
15%, sustained over a couple of years. This could occur if:
-- The demand environment weakens considerably such that the
company cannot meet S&P estimates, from persistent cost pressures
or operating challenges that meaningfully reduce margins; or
-- The company pursues spending on acquisitions or shareholder
distributions well above S&P estimates.
BADGER FINANCE: $268.7MM Bank Debt Trades at 15% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Badger Finance LLC
is a borrower were trading in the secondary market around 85.1
cents-on-the-dollar during the week ended Friday, September 15,
2023, according to Bloomberg's Evaluated Pricing service data.
The $268.7 million facility is a Term loan that is scheduled to
mature on September 28, 2024. About $255.2 million of the loan is
withdrawn and outstanding.
Based in Little Chute, Wisconsin, Badger Finance, LLC is an
intermediate holding company of Trilliant Food and Nutrition, LLC,
Horseshoe Beverage Company, LLC, and affiliated companies. The
company is a U.S. manufacturer of private label and value branded
beverage products, mainly single serve coffee pods. The company's
branded coffee products are primarily sold under its Victor Allen
brand. Badger also recently expanded into ready-to-drink (RTD)
coffee beverages through its Horseshoe Beverages subsidiary. Badger
is sponsored by private equity firm Blackstone Group, which
acquired the company in 2017 and holds a majority equity interest
in the company.
BIOLASE INC: Closes $4.5 Million Underwritten Public Offering
-------------------------------------------------------------
BIOLASE, Inc. announced the closing of its underwritten public
offering of 75,000 units, with each Unit consisting of one share of
BIOLASE's Series J Convertible Redeemable Preferred Stock, par
value $0.001 per share, with a liquidation preference of $100.00
per share, and one warrant to purchase one-half of one (0.50) share
of Series J Convertible Preferred Stock.
The purchase price for one Unit was $60.00, which reflects the
issuance of the Series J Convertible Preferred Stock with an
original issue discount. The Series J Convertible Preferred Stock
has a term of one year, expiring on Sept. 18, 2024, and is
convertible at the option of the holder at any time into shares of
BIOLASE common stock at a conversion price of $3.26.
Dividends on the Series J Convertible Preferred Stock will be paid,
if and when declared by the Board of Directors, in-kind ("PIK
dividends") in additional shares of Series J Convertible Preferred
Stock based on the stated value of $100.00 per share at a dividend
rate of 20.0% per annum. The PIK dividends will be payable to
holders of the Series J Convertible Preferred Stock of record at
the close of business on Oct. 31, 2023, Jan. 31, 2024, April 30,
2024 and July 31, 2024.
The Warrants have a term of one year, expiring on Sept. 18, 2024.
Each Warrant has an exercise price of $30.00 (50.0% of the public
offering price per Unit) per Warrant, is exercisable for one-half
of one (0.5) share of Series J Convertible Preferred Stock and is
immediately exercisable.
Lake Street Capital Markets, LLC and Maxim Group LLC acted as joint
bookrunners for the offering.
The gross proceeds to BIOLASE from the offering, before
underwriting discounts and commissions and offering expenses, are
expected to be approximately $4.5 million. BIOLASE intends to use
the net proceeds from the offering for working capital and for
general corporate purposes.
Registration statements on Form S-1 (File No. 333-273372) and Form
S-1 MEF (File No. 333-274504) relating to the securities being
offered were previously filed with, and declared effective by, the
U.S. Securities and Exchange Commission on Sept. 13, 2023. The
offering is being made only by means of a prospectus that forms a
part of the registration statements. A final prospectus relating
to the offering was filed with the SEC on Sept. 15, 2023 and is
available on the SEC's website, located at www.sec.gov.
Alternatively, copies of the prospectus may be obtained from Lake
Street Capital Markets, LLC, Attn: Syndicate Department, 920 Second
Avenue South, Suite 700, Minneapolis, MN 55402, by calling (612)
326-1305, or by emailing syndicate@lakestreetcm.com.
About Biolase
Biolase, Inc. -- http://www.biolase.com-- is a medical device
company that develops, manufactures, markets, and sells laser
systems in dentistry and medicine. BIOLASE's products advance the
practice of dentistry and medicine for patients and healthcare
professionals. BIOLASE's proprietary laser products incorporate
approximately 259 actively patented and 24 patent-pending
technologies designed to provide biologically and clinically
superior performance with less pain and faster recovery times.
Biolase reported a net loss of $28.63 million in 2022, a net loss
of $16.16 million in 2021, a net loss of $16.83 million in 2020, a
net loss of $17.85 million in 2019, and a net loss of $21.52
million in 2018. As of Sept. 30, 2022, the Company had $42.86
million in total assets, $29.01 million in total liabilities, and
$13.86 million in total stockholders' equity.
Costa Mesa, California-based BDO USA, LLP, the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated March 28, 2023, citing that the Company has suffered
recurring losses from operations and has had negative cash flows
from operations for each of the three years ended Dec. 31, 2022.
These factors, among others, raise substantial doubt about its
ability to continue as a going concern.
BIOLASE INC: Edson Krefta Acquires 6.8% Equity Stake
----------------------------------------------------
Edson Krefta disclosed in a Schedule 13G filed with the Securities
and Exchange Commission that as of Sept. 11, 2023, he beneficially
owned 71,000 shares of common stock of Biolase, Inc., representing
6.8 percent of the Shares outstanding.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/811240/000137647423000432/ek_sc13g.htm
About Biolase
Biolase, Inc. -- http://www.biolase.com-- is a medical device
company that develops, manufactures, markets, and sells laser
systems in dentistry and medicine. BIOLASE's products advance the
practice of dentistry and medicine for patients and healthcare
professionals. BIOLASE's proprietary laser products incorporate
approximately 259 actively patented and 24 patent-pending
technologies designed to provide biologically and clinically
superior performance with less pain and faster recovery times.
Biolase reported a net loss of $28.63 million in 2022, a net loss
of $16.16 million in 2021, a net loss of $16.83 million in 2020, a
net loss of $17.85 million in 2019, and a net loss of $21.52
million in 2018. As of Sept. 30, 2022, the Company had $42.86
million in total assets, $29.01 million in total liabilities, and
$13.86 million in total stockholders' equity.
The Company incurred losses from operations and used cash in
operating activities for the three and six months ended June 30,
2023 and for the years ended Dec. 31, 2022, 2021, and 2020. The
Company's recurring losses, level of cash used in operations, and
potential need for additional capital, along with uncertainties
surrounding its ability to raise additional capital, raise
substantial doubt about its ability to continue as a going concern,
according to the Company's Quarterly Report for the three months
ended June 30, 2023
BLUE LIGHTNING: Court OKs Interim Cash Collateral Access
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, authorized Blue Lightning Holdings, Inc. and
affiliates to use cash collateral on an interim basis in accordance
with the budget.
The Debtors have requested that the Court permit the use of
$136,000 in sale proceeds from the vehicles sold at auction by
Ritchie Bros. Auctioneers (America) Inc., and Ironplanet, Inc.
The Sale Proceeds are directly traceable to vehicles on which
certain ad valorem taxing authorities and Centerstone SBA Lending,
Inc. held first liens and first priority security interests,
respectively. The ad valorem taxing authorities and Centerstone
hold first priority liens and security interests on the Sale
Proceeds pursuant to the Order Approving the Sale of Assets Free
and Clear of All Liens, Claims, Encumbrances, and Interests, and
Granting Related Relief entered by the Court. The Sale Proceeds
constitute cash collateral.
The proposed use is the purchase of 2 replacement vehicles that can
be used in the operation of the Debtors' business to generate
income for the Debtors.
As adequate protection for the interests of any party holding a
lien or security interest in the Sale Proceeds, including but not
limited to ad valorem taxing authorities and Centerstone, the
parties are granted replacement liens and security interests in the
Replacement Vehicles, in accordance with 11 U.S.C. Sections 361 and
363, having priority over all other creditors, in the same order
and priority and to the same extent as such liens now exist on the
Sale Proceeds.
The replacement liens granted are automatically perfected without
the need for recording or any other such act of perfection, but
Debtors and Centerstone may record Centerstone's first-priority
security interest on the certificates of title for the Replacement
Vehicles as authorized therein; and the automatic stay under 11
U.S.C. Section 362(a) will be modified to the extent necessary to
permit same.
A copy of the order is available at https://urlcurt.com/u?l=efvtWi
from PacerMonitor.com.
About Blue Lightning Holdings
Blue Lightning Holdings, Inc. and its affiliates filed voluntary
petitions for Chapter 11 protection (Bankr. N.D. Texas Lead Case
No. 23-41064) on April 15, 2023. At the time of the filing, Blue
Lightning Holdings reported as much as $50,000 in assets and $1
million to $10 million in liabilities.
Judge Mark X. Mullin oversees the cases.
The Debtors tapped Howard Marc Spector, Esq., at Spector & Cox,
PLLC as legal counsel and Sabrina Hill, CPA, PLLC as accountant.
BRIGHT HEALTH: Incurs $88.6 Million Net Loss in Second Quarter
--------------------------------------------------------------
Bright Health Group, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $88.63 million on $297.98 million of total revenue for the three
months ended June 30, 2023, compared to a net loss of $251.33
million on $149.34 million of total revenue for the three months
ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $258.09 million on $598.53 million of total revenue
compared to a net loss of $431.96 million on $330.10 million of
total revenue for the six months ended June 30, 2022.
As of June 30, 2023, the Company had $4.39 billion in total assets,
$3.66 billion in total liabilities, $244.56 million in redeemable
noncontrolling interests, $747.48 million in redeemable series A
preferred stock, $172.94 million in redeemable series B preferred
stock, and a total shareholders' deficit of $435.71 million.
Bright Health said, "Based on our projected cash flows and absent
any other action, the Company may not meet certain covenants under
the Credit Agreement, the Fourth Waiver or the New Credit Agreement
which may result in the obligations under the Credit Agreement and
New Credit Agreement being accelerated. The Company will require
additional liquidity to meet its obligations as they come due in
the 12 months following the date the condensed consolidated
financial statements contained in this Quarterly Report are issued.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1671284/000167128423000037/bhg-20230630.htm
About Bright Health Group
Headquartered in Minneapolis, MN, Bright Health Group --
www.brighthealthgroup.com -- is a technology enabled, value-driven
healthcare company that organizes and operates networks of
affiliate care providers to be successful at managing population
risk. The Company focuses on serving aging and underserved
consumers that have unmet clinical needs through its Fully Aligned
Care Model in Florida, Texas and California, some of the largest
markets in healthcare where 26% of the U.S. aging population call
home.
Minneapolis, Minnesota-based Deloitte & Touche LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 16, 2023, citing that the Company has a history
of operating losses and insufficient cash flow to meet its
obligations, that raises substantial doubt about its ability to
continue as a going concern.
CALIFORNIA WINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: California Wine Transport, Inc.
930 McLaughlin Ave.
San Jose CA 95122
Business Description: CWT stores wine and also offers both
delivery services and consolidations to the
wine industry in California. CWT offers
both taxpaid and bond storage from all three
locations, San Jose, Napa and Sacramento.
Chapter 11 Petition Date: September 19, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-51067
Debtor's Counsel: Brian Irion, Esq.
LAW OFFICES OF BRIAN IRION
611 Veterans Blvd. 209
Redwood City CA 94063
Tel: 650-363-2600
Email: birion@thedesq.com
Total Assets: $1,337,383
Total Liabilities: $2,784,875
The petition was signed by John Snetsinger as president.
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/QJJG3KI/California_Wine_Transport_Inc__canbke-23-51067__0001.0.pdf?mcid=tGE4TAMA
CANADIAN UTILITIES: Egan-Jones Retains BB Senior Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company on September 1, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Canadian Utilities Limited. EJR also withdraws
rating on commercial paper issued by the Company.
Headquartered in Calgary, Canada, Canadian Utilities Limited
conducts operations in electrical utility services, independent
power production, and retail gas and electricity marketing.
CANOO INC: Receives Approval to List Securities on Nasdaq Capital
-----------------------------------------------------------------
Canoo Inc. received on Sept. 14, 2023, a letter from the staff
approving the Company's application to list its securities on The
Nasdaq Capital Market.
The Company's Common Stock and warrants will continue to trade
under the symbols "GOEV" and "GOEVW", respectively. The Nasdaq
Capital Market is a continuous trading market that operates in
substantially the same manner as The Nasdaq Global Select Market
and listed companies must meet certain financial requirements and
comply with Nasdaq's corporate governance requirements. Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), if a company listed on The
Nasdaq Capital Market is not deemed in compliance before the
expiration of the 180-day compliance period, it will be afforded an
additional 180-day compliance period, provided that on the 180th
day of the first compliance period it meets the applicable market
value of publicly held shares requirement for continued listing and
all other applicable standards for initial listing on the The
Nasdaq Capital Market (except the Bid Price Requirement).
On March 27, 2023, Canoo received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market indicating
that, based upon the closing bid price of the Company's common
stock, par value $0.0001 per share, for the prior 30 consecutive
business days, the Company was not in compliance with the $1.00
minimum bid price requirement set forth in Nasdaq Listing Rule
5450(a)(1) for continued listing on The Nasdaq Global Select
Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company
was granted 180 calendar days, or until Sept. 25, 2023, to regain
compliance with the Bid Price Requirement.
On Aug. 23, 2023, the Company applied to transfer its securities
from The Nasdaq Global Select Market to The Nasdaq Capital Market.
Along with its application, the Company also provided written
notice to the Staff of its intention to cure the deficiency.
The Company said it will continue to monitor the closing bid price
of its Common Stock and consider implementing available options to
regain compliance with the Bid Price Requirement within the
allotted compliance period, including by effecting a reverse stock
split, if necessary. If at any time during the allotted compliance
period, the closing bid price of the Company's Common Stock is at
least $1 per share for at least a minimum of 10 consecutive
business days, Nasdaq will provide the Company with written
confirmation of compliance and the matter will be closed. If the
Company does not regain compliance within the allotted compliance
period, Nasdaq will provide notice that the Company's Common Stock
will be subject to delisting. The Company would then be entitled
to appeal that determination to a Nasdaq hearings panel. There can
be no assurance that the Company will regain compliance with the
Bid Price Requirement within the allotted compliance period, or
that if the Company appeals a Nasdaq determination, that such an
appeal would be successful.
The Company's management intends to resolve this matter so as to
allow for continued listing and is considering its options to
regain compliance with the Bid Price Requirement. The Company's
approval of its application from the Staff does not affect the
Company's reporting requirements with the Securities and Exchange
Commission.
About Canoo
Torrance, California-based Canoo Inc. -- www.canoo.com -- is a
mobility technology company with a mission to bring electric
vehicles to everyone and provide connected services that improve
the vehicle ownership experience. The Company is developing a
technology platform that it believes will enable the Company to
rapidly innovate and bring new products, addressing multiple use
cases, to market faster than its competition and at lower cost.
Canoo reported a net loss and comprehensive loss of $487.69 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $346.77 million for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had $496.47 million in
total assets, $259.90 million in total liabilities, and $236.57
million in total stockholders' equity.
Los Angeles, California-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated March 30, 2023, citing that the Company has suffered
recurring losses from operations, has generated recurring negative
cash flows from operating activities, and expects to continue to
incur net losses and negative cash flows from operating activities
in accordance with its ongoing activities. These matters raise
substantial doubt about the Company's ability to continue as a
going concern.
CCC CONSULTING: Wins Cash Collateral Access Thru Jan 2024
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized CCC Consulting Corporation to use
cash collateral on an interim basis in accordance with the budget,
through January 31, 2024.
The court said the tentative ruling dated August 31, 2023 is
adopted as the final ruling.
The Debtor requires the use of cash collateral to fund its
operating expenses, which consist primarily of (1) payroll, (2)
food and beverage costs, (3) franchise fees, and (4) lease
payments.
Edmund Cutting, who formed the Debtor in July 2019, owns 100% of
the Debtor's equity. The Debtor develops and operates fast casual
restaurants.
The Debtor currently operates a Patxi's Pizza restaurant located in
San Carlos, California. The Debtor previously operated a Patxi's
Pizza restaurant in Denver, Colorado, but closed the Denver
location as a result of poor performance originating from the
COVID-19 shutdowns.
Substantially all of the Debtor's assets consist of equipment and
restaurant supplies maintained in the San Carlos location.
The Judge Ernest M. Robles will be retiring from the bench on
September 30, 2023. As set forth in the Public Notice on the
Court's website, the case will be reassigned to Judge Julia W.
Brand effective September 15, 2023. Therefore, a further status
conference and/or an interim hearing on the use of cash collateral
subsequent to January 31, 2024, if needed, will be scheduled by
Judge Brand.
A copy of the order is available at https://urlcurt.com/u?l=dtEHUw
from PacerMonitor.com.
About CCC Consulting Corporation
CCC Consulting Corporation, a company in West Covina, Calif, filed
its voluntary petition for Chapter 11 protection (Bankr. C.D.
Calif. Case No. 22-16853) on Dec. 16, 2022, with up to $50,000 in
assets and $1 million to $10 million in liabilities. Edmund
Cutting, chief executive officer and chief financial officer,
signed the petition.
Judge Ernest M. Robles oversees the case.
James E. Till, Esq., at LimNexus, LLP serves as the Debtor's legal
counsel.
CENTURY DE: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to the
borrower Century DE Buyer LLC (Simon & Schuster) based on S&P
Global Ratings-adjusted leverage in the mid-5x area and free
operating cash flow (FOCF) to debt in the high-single digits.
In addition, S&P assigned its 'B' issue-level and '3' recovery
ratings to the company's first-lien senior secured term loan and
revolving facility.
The stable outlook reflects that potential volatility in front-list
sales and sponsor-led financial policy, as well as modest execution
risk associated with the cost-cutting initiatives following the
carveout from Paramount Global limit ratings upside over the next
year while Simon & Schuster's massive print and digital title
library will provide downside protection, even as hit-driven
revenues likely moderate over the next year.
U.S.-based book publisher Simon & Schuster is being acquired by
private-equity firm KKR & Co. Inc. for $1.6 billion, including a
proposed $1.1 billion senior secured first-lien term loan due 2030
and new cash equity.
Simon & Schuster's leverage and cash flow support the 'B' rating
but ratings upside may be limited by a potentially aggressive
financial policy. S&P said, "Post carveout, we expect year-end 2023
S&P Global Ratings-adjusted debt to EBITDA to be about 5.5x, with
slight improvement to the low-5.0x-area in 2024. We expect 2023
revenue declines of 3%-4% will reflect normalizing sales, following
significantly above-trend growth stemming from the success of one
author that drove significant 2022 revenue. We believe Simon &
Schuster will increase overall revenues in 2024 by about 2% and
will continue generating healthy positive FOCF although higher
interest expense associated with new debt will likely reduce
FOCF-to-debt to around 6%-8% from about 10% in 2023."
S&P said, "We view the company's healthy FOCF enabled by a
capex-lite model and solid coverage ratios as a relative credit
strength. However, we believe there is a risk of re-leveraging over
time, particularly if market conditions improve as owners may
prioritize shareholder returns."
Book publisher earnings could face potential year-to-year
volatility. The ability to attract popular authors and for those
authors to produce hit sellers can result in revenue fluctuations,
as sales from new books typically accounts for less than half of
total sales. So-called frontlist (released within the past 12
months) sales vary widely as exemplified by the spike in 2022
revenues from Colleen Hoover, which accounted for a significant
portion of U.S. and international adult book sales. Furthermore,
S&P believes there is some uncertainty as to the permanence of
current levels of book purchases and readership following a surge
through the pandemic.
A high degree of fixed costs can also result in profit margin
variability. In order to attract bestselling authors, the company
must make payment advances against future book revenues. S&P
believes anywhere from 50%-80% of books released in the U.S. trade
segment won't earn back the royalties advanced to authors,
depending on the publisher, with a relatively small percentage of
popular select authors and titles generating the majority of
overall annual industry publishing revenues. Therefore, its
frontlist catalog faces potentially considerable annual earnings
volatility as a function of the higher marketing and promotional
expenses tied to new releases, which can significantly and rapidly
erode margin if publishers are unable to stimulate and support
profitable, high-volume sales activity.
S&P said, "The stable outlook reflects our expectation that Simon &
Schuster's strong market position in a steady and mature industry
will sustain S&P Global Ratings-adjusted EBITDA margin of around
20%-21% in 2023 and 2024, with near-term topline headwinds
representing normalization of the elevated single-author hit-driven
revenues in 2022, partly offset by rising sales in higher-margin
digital and noncore segments. We believe consequently more
predictable and stable earnings generation will support modest
deleveraging to the low-5.0x area by the end of 2024, though Simon
& Schuster faces potential volatility in frontlist sales and modest
execution risk associated with the cost-cutting initiatives
following the carveout."
Although unlikely, S&P could lower the rating on the company within
the next 12 months if FOCF to debt falls below 5% or debt to EBITDA
rises above 6x, which could be caused by:
-- Weakening industry trends that reduce book purchases.
-- Inability to maintain EBITDA margins due to rising input costs,
higher operating costs as a stand-alone company or inability to
achieve planned cost savings post carveout.
-- A more aggressive financial policy that results in
debt-financed dividends or acquisitions.
S&P could raise the rating on the company if debt to EBITDA is
sustained comfortably below 5x accompanied by:
-- Continued strength in readership and book purchases
industrywide;
-- The company maintains its existing market share;
-- Successful execution of cost-savings initiatives; and
-- The financial sponsor commits to maintaining leverage below
5x.
CHEEKTOWAGA CONCRETE: Case Summary & Three Unsecured Creditors
--------------------------------------------------------------
Debtor: Cheektowaga Concrete, LLC
5690 Camp Road
Hamburg, NY 14075
Business Description: Cheektowaga is engaged in the business of
cement and concrete product manufacturing.
Chapter 11 Petition Date: September 19, 2023
Court: United States Bankruptcy Court
Western District of New York
Case No.: 23-10949
Debtor's Counsel: Robert B. Gleichenhaus, Esq.
GLEICHENHAUS, MARCHESE & WEISHAAR, P.C.
930 Convention Tower
43 Court Street
Buffalo, NY 14202
Tel: (716) 845-6446
Total Assets: $3,429,101
Total Liabilities: $7,880,382
The petition was signed by Rosanne DiPizio as general manager.
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/J24Q5XY/Cheektowaga_Concrete_LLC__nywbke-23-10949__0001.0.pdf?mcid=tGE4TAMA
COHERENT CORP: Egan-Jones Lowers Senior Unsecured Ratings to BB-
----------------------------------------------------------------
Egan-Jones Ratings Company on September 5, 2023, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Coherent Corp. to BB- from BB. EJR also withdraws
rating on commercial paper issued by the Company.
Headquartered in Saxonburg, Pennsylvania, Coherent Corp. designs
engineered materials and optoelectronic components.
COMSTOCK RESOURCES: S&P Affirms 'B+' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
U.S.-based oil and gas exploration and production (E&P) company
Comstock Resources Inc.
S&P said, "At the same time, we affirmed the 'B+' issue-level
rating on the company's unsecured debt. The recovery rating remains
'3', reflecting our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default.
"Our stable outlook reflects our expectation that the company will
achieve modest production growth in 2024 driven by its emerging
Western Haynesville play, with improving returns from reduced
drilling and completion costs as it shifts to development mode. We
forecast funds from operations (FFO) to debt will exceed 30% and
debt to EBITDA will remain below 3.0x over the next two years while
free operating cash flow (FOCF) will be moderately negative.
"Comstock's financial metrics have weakened with lower natural gas
prices. We forecast average FFO to debt will exceed 30% and debt to
EBITDA will remain below 3.0x over the next three years, with
negative free cash flow in 2023 and 2024 as the company spends to
develop its Western Haynesville play. Despite releasing two rigs in
the first quarter of 2023, we expect the company will meet its
initial full-year production guidance of more than 1.4 billion
cubic feet equivalent per day (bcfe/d). We expect production to
grow in the low-double-digit percentage range in 2024, driven by
new wells in the Western Haynesville play and supported by a
seven-rig program. With negative free cash flow and a minimal cash
balance of approximately $10 million at the end of June 30, 2023,
combined with continued regular dividend distributions, we
anticipate Comstock will further rely on its $1.5 billion credit
facility for liquidity, which had $20 million outstanding at the
end of the second quarter of 2023. Despite the expected growth in
production, Comstock's high proportion (62%) of proved undeveloped
reserves and relatively low developed reserve life of roughly 4.9
years continues to lag higher-rated natural gas producing peers."
Production growth will be driven by favorable results in the
emerging Western Haynesville play. Comstock has seven Western
Haynesville wells on production and is currently drilling its
eighth and ninth wells. The anticipated production growth in 2024
will largely be driven by increased activity in the Western
Haynesville area, with three dedicated rigs planned in 2024
compared to two rigs in 2023. At the same time, we expect drilling
and completion capital expenditure (capex) will decrease as the
company continues to prove up the area and capture operational
efficiencies. Comstock has focused on expanding its Western
Haynesville acreage position this year spending approximately $60
million on lease acquisitions year-to-date. Ultimately, the company
expects this gas to become a key supply source for increased
liquefied natural gas (LNG) demand.
Comstock is evaluating creation of a midstream entity to handle
future volume growth. The company is exploring various options for
midstream infrastructure build out for its Western Haynesville
acreage, including a midstream joint venture with an equity
investment partner to fund construction. Currently, the company is
only able to process and ship up to 500 mmcf/d, but it estimates
that production from the area could exceed capacity in 2025. The
current rating and outlook assumes that the majority of the capital
required will be third-party financed, and will therefore have
credit neutral implications. However, ratings could be pressured if
capital spending exceeds S&P's current expectations, especially
given the company's tighter liquidity position and negative FOCF.
S&P said, "Our stable rating outlook on Comstock reflects our
expectation that the company will achieve modest production growth
in 2024 driven by its emerging Western Haynesville play, with
improving returns from reduced drilling and completion costs as it
shifts to development mode. We forecast FFO to debt will exceed 30%
and debt to EBITDA will remain below 3.0x over the next two years
while the company generates modestly negative FOCF. We expect any
funding of the potential midstream infrastructure will be completed
in a credit neutral manner.
"We could lower our rating on Comstock if its FFO to debt falls
below 30% on a sustained basis, most likely due to a prolonged
period of low natural gas prices, if its production fell short of
our expectations, or if it significantly increased its capital
spending to build out midstream assets.
"We could raise our rating on Comstock if it further expands its
production and developed reserves to levels that are more
comparable with those of its higher-rated peers while maintaining
an FFO to debt above 45% and generating positive discretionary cash
flow (DCF)."
COMTECH TELECOM: Egan-Jones Retains B- Senior Unsecured Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company on September 5, 2023, maintained its
'B-' foreign currency and local currency senior unsecured ratings
on debt issued by Comtech Telecommunications Corp. EJR also
withdraws rating on commercial paper issued by the Company.
Headquartered in Huntington, New York, Comtech Telecommunications
Corp. designs, develops, and manufactures technology electronic
products and systems.
CPC ACQUISITION: $225MM Bank Debt Trades at 43% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Cpc Acquisition
Corp is a borrower were trading in the secondary market around 56.7
cents-on-the-dollar during the week ended Friday, September 15,
2023, according to Bloomberg's Evaluated Pricing service data.
The $225 million facility is a Term loan that is scheduled to
mature on December 29, 2028. The amount is fully drawn and
outstanding.
PC Acquisition Corp is in the chemicals industry.
CROSS FINANCIAL: Moody's Affirms 'B2' CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Cross Financial
Corp. The rating agency has also affirmed Cross Financial's $70
million (undrawn) senior secured revolving credit facility maturing
in September 2025 at B2 and its $449 million ($440 million
outstanding) senior secured term loan maturing in September 2027 at
B2. The rating outlook on Cross Financial remains stable.
RATINGS RATIONALE
According to Moody's, the affirmation reflects Cross Financial's
good regional market presence in small and middle-market insurance
brokerage particularly in Maine, Massachusetts and New Hampshire.
The company has good diversification across clients, client
industries, producers and insurance carriers for property &
casualty (P&C) insurance and some employee benefits products. Cross
Financial also has a track record of healthy EBITDA margins and
cash flow generation.
These strengths are offset by high financial leverage, modest
interest coverage, and geographic concentration across its top
three states of operation, exposing revenue and earnings to
fluctuations in economic and regulatory conditions in the northeast
US, notably Maine and Massachusetts. Other challenges include the
company's limited scale relative to other rated insurance brokers
as well as potential liabilities arising from errors and omissions,
a risk inherent in professional services.
Moody's expects that Cross Financial will manage its pro-forma
debt-to-EBITDA ratio in the range of 4.5x-5.5x (per Moody's
calculations), with (EBITDA - capex) interest coverage of 2.5x-3.0x
and a free-cash-flow-to-debt ratio in the mid-single digits. These
metrics incorporate Moody's accounting adjustments for operating
leases, run-rate earnings from acquisitions and certain other
debt-like obligations and non-recurring items.
For the 12 months through June 2023, Cross Financial reported total
revenues of $275 million, supported by healthy organic growth and
tuck-in acquisitions. EBITDA margins remained in the low-30s (per
Moody's calculations) despite higher investments in technology and
staffing to support growth. Moody's expects organic growth will
continue in the mid-to-high single digits through 2023 helped by
rising commercial P&C rates and good retention, supplemented by
tuck-in acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of Cross Financial's ratings
include: (i) increased scale and geographic diversification, (ii)
debt-to-EBITDA ratio below 4.5x, (iii) (EBITDA - capex) coverage of
interest exceeding 3.5x, and (iv) free-cash-flow-to-debt ratio
exceeding 7%.
Factors that could lead to a downgrade of Cross Financial's ratings
include: (i) revenue decline and/or disruptions to existing or
newly acquired operations, (ii) debt-to-EBITDA ratio above 5.5x,
(iii) (EBITDA - capex) coverage of interest below 2.5x, or (iv)
free-cash-flow-to-debt ratio below 4%.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Headquartered in Bangor, Maine, Cross Financial is a 100%
family-owned insurance broker founded in 1954 by the Cross family.
It provides a broad array of P&C, life and health, surety and
employee benefits products to small and mid-sized businesses and
high net worth individuals mainly across the New England region.
For the 12 months through June 2023, the company generated revenue
of $275 million and net income of $21 million.
CURIA GLOBAL: S&P Alters Outlook to Negative, Affirms 'CCC+' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed the 'CCC+' issuer credit rating on Albany, N.Y.-based
pharmaceutical contract development and manufacturing organization
(CDMO) Curia Global Inc. (formerly Albany Molecular Research Inc.).
At the same time, S&P affirmed its 'CCC+' rating on the company's
first-lien debt. The recovery rating on this debt remains '3'.
The negative outlook reflects the potential that S&P could lower
its rating on Curia due to deteriorating liquidity arising from
negative free operating cash (FOCF) flow.
S&P said, "The negative outlook reflects expectations that
operations will remain challenged, and we believe ongoing cash flow
deficits will consume liquidity. Curia continues to underperform
our expectations. We forecast a 5%-7% decline in revenue in 2023
compared to our previous expectation for growth. Still, we believe
its core business continues to expand, driven by strength in its
active pharmaceutical ingredient (API) business, offset by
significant declines in COVID-19-related production and fewer
research and development (R&D) bookings due to biotech softness. We
expect business to expand 4%-6% in 2024, driven by the strength of
the core business, assuming no COVID-19-related production remains,
and the biotech environment does not materially worsen.
"As a result of declining revenues, including the loss of
high-margin COVID-19-related production, we expect lower EBITDA
margins. After margins declined about 500 basis points (bps) to
13.8% in 2022, we anticipate margins between 12% and 13% in 2023.
The company has taken steps to increase margins, including
workforce reductions, cost reductions, and other optimization
initiatives. Together, we believe these efforts and our expectation
for growth will improve margins about 300 bps in 2024.
"Although we anticipate the business to expand beginning in 2024 on
growth of the core business and cost optimization actions. However,
we believe cash flow deficits will persist in 2023 and 2024, which
will consume liquidity. This is because, although some of the
company's debt is hedged, interest rates have risen quickly.
Capital expenditure (capex) above maintenance levels has paused
outside of the investment in the Albuquerque, N.M., facility, but
we believe capital spending will remain high in 2023. Inflationary
pressures that worsen or demand weaken would also heighten risk to
our base case.
"We believe Curia will maintain sufficient liquidity over the next
12 months, but it could become strained afterward because of
continued cash burn. We view liquidity as sufficient to cover
projected uses over the next 12 months. It includes about $29
million cash and cash equivalents, about $120 million available
given covenant restrictions and net of letters of credit under the
company's $170 million revolving credit facility maturing in May
2026, and about $74 million available under the $90 million
receivable securitization facility maturing in November 2025.
However, we believe liquidity will decline because we expect a
continued cash burn in 2024. We believe the company will need
additional funding to service its debt and pay maintenance and
committed capex.
"The negative outlook reflects that we could lower our rating on
Curia due to the deteriorating liquidity arising from FOCF
deficits."
S&P could lower its rating on Curia if:
-- S&P expects a default in the next 12 months;
-- A covenant breach becomes likely; or
-- S&P believes the company will likely initiate a distressed
exchange or restructuring that we would deem to be tantamount to a
default.
S&P could revise its outlook to stable on Curia if:
-- Conditions in its end markets improve; and
-- S&P expects the company's liquidity to be sufficient for the
next two years.
S&P could raise its rating on Curia if:
-- Internally generated FOCF increases and is sufficient to cover
amortization and mandatory capex and the company has sufficient
liquidity to cover expansion plans; and
-- Covenant headroom widens.
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Curia. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of controlling owners, in line with our view of most
rated entities owned by private-equity sponsors. Our assessment
also reflects the generally finite holding periods and a focus on
maximizing shareholder returns."
DIAMOND CREEK: Has $31.5-Mil. Deal to Sell Assets to Tahoe Chateau
------------------------------------------------------------------
Diamond Creek Villa, LLC asked the U.S. Bankruptcy Court for the
Northern District of California to approve the sale of its real
properties to Tahoe Chateau Land Holding, LLC.
Tahoe offered $31.5 million in cash for the properties located at
15680 Santorini Lane and 15665 Nice Lane, in Morgan Hill, Calif.
Under the deal, Tahoe is required to deposit to escrow $12 million
within three days after approval of the sale. The buyer is also
required to close the sale within 30 days after its approval by the
bankruptcy court.
Subject to court approval, the properties will be sold "free and
clear" of the abstract of judgment held by Sisi Xu; and of the
liens asserted by Mechanics Bank, with the undisputed portion of
the liens to be paid from escrow and the disputed portion of the
liens to attach to the sale proceeds.
Mechanics Bank asserts a $21.99 million claim, which is secured by
a first-priority deed of trust against both properties.
Diamond Creek Villa disputed the amount of the claim and filed an
adversary case (Adv. Proc No. 23-05028-MEH) against the bank, which
is pending before the bankruptcy court. The sum of the disputed
portion is $2 million while the undisputed portion is $19.99
million.
The net proceeds from the sale after payment of claims against the
properties, closing costs and U.S. trustee's fees is $1.67
million.
Reno Fernandez, Esq., attorney for Diamond Creek Villa, said both
properties have not yet been marketed and that the proposed sale
was arranged on an emergency basis under threat of foreclosure.
"The alternative to the proposed sale is to allow the property to
be lost to foreclosure. By contrast, the proposed sale will provide
for a distribution to unsecured creditors," Fernandez said in court
papers.
According to Fernandez, the company "will rely upon an opportunity
for overbid to ensure the fairness of the sale."
The Court is set to hold a sale hearing on Oct. 5.
About Diamond Creek Villa
Diamond Creek Villa, LLC, a company in Cupertino, Calif., filed
Chapter 11 petition (Bankr. N.D. Calif. Case No. 22-51125) on Dec.
14, 2022, with $10 million to $50 million in both assets and
liabilities. Mark Allen, manager, signed the petition.
Judge M. Elaine Hammond oversees the case.
The Debtor is represented by Macdonald Fernandez, LLP.
DIMENSIONS IN SENIOR: No Patient Complaints at Wilcox Facility
--------------------------------------------------------------
Abigail Mohs, the duly appointed patient care ombudsman, filed with
the U.S. Bankruptcy Court for the District of Nebraska her fourth
report regarding the status of patient care provided by Wilcox
Properties of Fort Calhoun, LLC (doing business as Autumn Pointe
Assisted Living), an affiliate of Dimensions in Senior Living, LLC.
The report covers the period from June 17 to August 22.
The PCO noted that Amy Wilcox-Burns, chief restructuring officer of
Dimensions in Senior Living, confirmed that there were no patient
complaints during the period covered by this report. Ms. Burns
stated that the patient volume/occupancy has been up somewhat.
The PCO reported that there continue to be some openings at the
program, including in dietary services. During the review period,
an activity coordinator was hired. Wilcox continues to make
payroll.
The PCO was informed that there was an adult protective services
report made by Wilcox due to resident-on-resident abuse between a
married couple who had recently been admitted. Wilcox took action
to ensure patient safety and the state ombudsman was notified.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=o3xIwP from PacerMonitor.com.
The ombudsman may be reached at:
Abigail T. Mohs, Esq.
Baird Holm, LLP
1700 Farnam Street, Suite 1500
Omaha, NE 68102-2068
Phone: 402.636.8296
Email: amohs@bairdholm.com
About Dimensions in Senior Living
Dimensions in Senior Living, LLC -- https://www.dimsrivg.com/ --
through a series of entities, owns and manages a series of senior
living and assisted living facilities in Nebraska, Iowa, Missouri,
and Kansas.
Dimensions in Senior Living and six affiliates each filed a
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Neb. Lead Case No. 22-80860) on Nov. 21, 2022. In the petition
filed by its chief restructuring officer, Amy Wilcox-Burns,
Dimensions in Senior Living reported assets and liabilities between
$1 million and $10 million.
Judge Brian S. Kruse oversees the cases.
The Debtors are represented by Patrick Raymond Turner, Esq., at
Turner Legal Group, LLC.
Abigail T. Mohs, Esq., at Baird Holm, LLP is the patient care
ombudsman appointed in the Debtor's case.
EAGLE HEMP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Eagle Hemp, LLC
2855 Interstate Dr., Suite 111
Lakeland, FL 33805
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-04137
Debtor's Counsel: Harley E. Riedel, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St.
Suite 200
Tampa, FL 33602
Phone: (813) 229-0144
Email: hriedel@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Barry M. Atkins as president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/H5O5Y7Y/Eagle_Hemp_LLC__flmbke-23-04137__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HVHKPKA/Eagle_Hemp_LLC__flmbke-23-04137__0001.0.pdf?mcid=tGE4TAMA
EAGLE TRUCKLINES: Hires DeMarco-Mitchell PLLC as Counsel
--------------------------------------------------------
Eagle Trucklines, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the Northern District of Texas to employ
DeMarco-Mitchell, PLLC as counsel.
The firm will render these services:
(a) take all necessary action to protect and preserve the
Estate, including the prosecution of actions on its behalf, the
defense of any actions commenced against it, negotiations
concerning all litigation in which it is involved, and objecting to
claims;
(b) prepare on behalf of the Debtors all necessary legal
papers;
(c) formulate, negotiate, and propose a plan of
reorganization; and
(d) perform all other necessary legal services in connection
with these proceedings.
The firm will be paid at these rates:
Robert T. DeMarco, Esq. $400 per hour
Michael S. Mitchell, Esq. $300 per hour
Barbara Drake, Paralegal $125 per hour
The firm received a retainer of $9,238 from the Debtors.
Robert DeMarco, Esq., a member of DeMarco-Mitchell, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert T. DeMarco, Esq.
DEMARCO-MITCHELL, PLLC
1255 W. 15th Street, 805
Plano, TX 75075
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
About Eagle Trucklines, Inc.
Eagle Trucklines, Inc. operates in the general freight trucking
industry.
Eagle Trucklines filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-42504) on Aug.
25, 2023, with $1 million to $10 million in both assets and
liabilities. Gurinder Chouhan, president, signed the petition.
Judge Edward L. Morris oversees the case.
Robert T. DeMarco, Esq., at DeMarco Mitchell, PLLC represents the
Debtor as legal counsel.
EARTH HOUSE: No Change in Patient Care, 5th PCO Report Says
-----------------------------------------------------------
Debra Branch, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the District of New Jersey her
fifth report regarding the quality of patient care provided at
Earth House, Inc.'s mental health treatment center.
This fifth PCO report is based on a telephone interview with the
Executive Director held on Aug. 24. During this reporting period,
Earth House learned that the tax-exempt organization is eligible
for the IRS Employee Retention Tax Credit. Earth House, which paid
qualified wages during the eligibility period, is eligible for a
tax refund of $220,000.00.
Also, Earth House declared that monthly revenue has steadily
increased over the last three months, and that there are 12
students currently enrolled in the program. Even though attracting
and maintaining qualified staff remains an issue, Earth House
stated that staffing levels remain unchanged during this reporting
period. Earth House stated that demand for the program continues to
grow and that several other community wellness organizations
expressed an interest in the program.
The PCO reported that the treatment center, located in a rural
community near Princeton, accommodates a maximum of 14 residents.
There are currently 12 students registered in the program. Earth
House stated there are no significant changes in the services
offered since the filing of the Chapter 11 bankruptcy petition.
In her report, the PCO noted that Earth House maintains a
medication management system that tracks and controls all
medication that is used in the facility. Earth House stated that
there are no significant changes in the management of
pharmaceuticals since the bankruptcy filing.
The PCO noted that Earth House indicated that the filing of the
Chapter 11 petition has stabilized the relationship with vendors.
Earth House stated that there have been no changes in vendor
relationships during this reporting period.
The PCO concluded that pursuant to Section 333(b)(3) of the
Bankruptcy Code, the quality of care provided patients has been
maintained since the filing. Earth House continues to use effective
work arounds for staffing issues. The number of resident patients
has not changed during this reporting period. The bankruptcy filing
has not affected Earth House's ability to continue to deliver at
risk psychiatric patients a unique and innovative program with a
good standard of care.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=pcSAdR from PacerMonitor.com.
The ombudsman may be reached at:
Debra H. Branch, Esq.
Law Office of Debra H. Branch
1814 E. Route 70, Ste 411
Cherry Hill, NJ 08003
Phone: (856)489-7163
Email: DHBRANCH@aol.com
About Earth House
Earth House, Inc. is a health care business as defined in 11 U.S.C.
Sec. 101(27A).
Earth House filed a petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 22-18011) on Oct. 10, 2022.
In the petition filed by its executive director, James F. Karwosk,
the Debtor reported assets between $500,000 and $1 million and
liabilities between $100,000 and $500,000.
Judge Kathryn C. Ferguson oversees the case.
The Debtor is represented by the Law Firm of Andre Kydala, Esq.
Debra Branch, Esq., at the Law Office of Debra H. Branch is the
patient care ombudsman appointed in the Debtor's case.
EMERGENT BIOSOLUTIONS: BlackRock Has 12.4% Stake as of Aug. 31
--------------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of Aug. 31, 2023, it
beneficially owned 6,400,203 shares of common stock of Emergent
Biosolutions Inc., representing 12.4 percent of the Shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://www.sec.gov/Archives/edgar/data/1367644/000130655023009871/us29089q1058_090623.txt
About Emergent Biosolutions
Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threat. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 1, 2023, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Credit
Agreement, has a working capital deficiency, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
EMERGENT BIOSOLUTIONS: Millennium Mgmt, 2 Others Report 5.2% Stake
------------------------------------------------------------------
Millennium Management LLC, Millennium Group Management LLC, and
Israel A. Englander disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Aug. 30, 2023, they
beneficially owned 2,711,399 shares of common stock of Emergent
Biosolutions Inc., representing 5.2% of the Shares outstanding.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1367644/000127308723000133/EBS_SC13G.htm
About Emergent Biosolutions
Headquartered in Gaithersburg, MD, Emergent Biosolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate and naturally occurring public health threat. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
("CDMO") services portfolio.
Tysons, Virginia-based Ernst & Young LLP, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated March 1, 2023, citing that the Company does not expect to be
in compliance with debt covenants in future periods without
additional sources of liquidity or future amendments to its Credit
Agreement, has a working capital deficiency, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
EVANGELICAL HOMES: Fitch Affirms BB Rating on 2013 Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed at 'BB' approximately $34 million of
series 2013 revenue bonds issued by the Michigan Strategic Fund and
the Economic Development Corporation of the City of Saline, MI on
behalf of the Evangelical Homes of Michigan Obligated Group (EHM
OG, dba EHM Senior Solutions). Fitch has also affirmed EHM OG's
Issuer Default Rating (IDR) at 'BB'.
The Rating Outlook has been revised to Stable from Negative.
Entity/Debt Rating Prior
----------- ------ -----
Evangelical Homes
of Michigan (MI) LT IDR BB Affirmed BB
Evangelical
Homes of
Michigan (MI)
/General
Revenues/1 LT LT BB Affirmed BB
The 'BB' rating and revision of the Outlook to Stable reflects
operating improvement in FY23 as occupancy levels have slowly
recovered following the pandemic, and as industrywide labor and
expense pressures ease. Fitch expects operations to be less
volatile but remain at levels that are consistent with the weak
operating risk assessment. The rating also reflects EHM's midrange
business profile attributes with historically strong occupancy and
Fitch's expectation that occupancy will continue to rebound over
the next year. EHM's financial profile remains weak, characterized
by high levels of adjusted debt that includes a pension obligation,
and constrained liquidity. Fitch expects leverage metrics to remain
weak, but stable.
SECURITY
The bonds are secured by a pledge of unrestricted receivables of
the Obligated Group, a mortgage on the revenue-generating property
and structures on the three campuses, and two separate debt service
reserve funds.
KEY RATING DRIVERS
Revenue Defensibility - 'bbb'
Occupancy Levels Rebounding
EHM operates in a favorable market area around Saline, MI and the
broader Washtenaw County, but has had challenges with occupancy
which began with the pandemic. While occupancy levels are steadily
returning with enhanced marketing efforts, they have not returned
to pre-pandemic levels. Independent living (IL) occupancy has
increased to 77% in FY23 and has remained around that level through
1Q24, compared to a FY22 average of just 60%. Assisted living (AL)
occupancy has been maintained near or above 90%, with overall
census currently near budget. Occupancy in EHM's skilled nursing
facility (SNF) is 78% and memory care is around 94% as staffing
shortages have eased. Management has focused on reducing staffing
vacancies with updated wages and bonus structure, but there remain
shortages for nurses. Fitch expects continued steady ramp up of
occupancy based on current momentum, the renewed marketing program,
and a satisfactory waitlist.
EHM operates the only full-service rental life plan community (LPC)
in Washtenaw County, and competition stems primarily from two
standalone IL unit (ILU)/ALU facilities and three SNFs. The
competitive landscape has remained generally unchanged over the
last several years.
Demographic indicators in Washtenaw County, which includes Ann
Arbor, are favorable with above average population growth and
income levels. The real estate market in the county is strong,
although, as a rental community EHM is somewhat insulated from real
estate trends.
Operating Risk - 'bb'
More Operating Stability Expected
EHM operates a SNF, a rehabilitation center, and a rental contract
retirement community. EHM also offers life care contracts through
its LifeChoices program for community residents who live in their
own homes, providing individual with home-based services as needed.
Existing life care contracts approximate just under 3% of net
revenues.
EMH's operating assessment of 'bb' reflects thin historical
operating performance. Operations have been volatile but have shown
improvement in FY23 with the rebounding occupancy. Operating cost
flexibility is weak with an average operating ratio of 104.6%, and
net operating margin (NOM) and NOM adjusted of about 0% over the
last five years. Fiscal 2019 was a challenging year with an
operating ratio of just under 110% and negative 5.0% NOM and NOM
adjusted, primarily related to a $7 million write-off for
receivables greater than 365 days. Since 2019, operating metrics
have improved but have been variable due to pandemic-related
disruption and relief funding. FY23 (unaudited) has shown
improvement with an operating ratio of 97% and NOM of 7%. EHM
continues to bring back services with the recent reopening of the
outpatient center, providing an additional revenue stream, and the
reopening of the aquatics center.
Following recent covenant breaches, EHM is in compliance with its
covenants in FY23 (unaudited) with a maximum annual debt service
(MADS) ratio of 1.2x, just meeting the 1.2x requirement, and days
cash on hand of 77, also just meeting the 75 days requirement. A
MADS coverage covenant breach in fiscal 2019 and 2020 (management
calculation of 0.4x in fiscal 2019 0.8x in 2020 compared to 1.2x
minimum MADS coverage) and negotiations for a permanent resolution
with bondholders resulted in delayed audited financial statements
but, EHM is now current with all audited financial statements. In
FY22, there was a debt service coverage breach with MADS coverage
of 1.0x, requiring a consultant call in.
Capex have been relatively light averaging under 70% of
depreciation since 2019. The average age of plant has increased to
about 17 years as of fiscal 2022, indicating additional spending
may be needed in the longer term.
High levels of Medicaid at the SNF that are a significant
contributor to operating revenues is an asymmetric risk related to
the operating risk assessment. EHM's skilled nursing revenues in
FY23 account for a high, although reduced 57% of total resident
service revenues and Medicaid accounts for about 45% of SNF
revenues, exposing EHM to changes in governmental payor
reimbursement.
EHM's capital-related metrics are mixed with MADS as a percentage
of revenue that is manageable at 6.9% in fiscal 2023. However,
constrained cash flow has weakened EHM's ability to comfortably
service debt. Debt-to-net available measured a high 10x in fiscal
2023 is consistent with the weak assessment. EHM has an underfunded
defined benefit (DB) Church pension plan. The funded status is low
at under 20% at FYE 2022 and the absolute value of the underfunded
status (about $8.0 million at FYE 2022) constrains financial
flexibility.
Financial Profile - 'bb'
High Debt Load
EHM carries a high debt load with about $35.3 million in debt and a
pension obligation of about $6 million (capped at 80%). Fitch
expects leverage metrics to remain weak, but stable, with
cash-to-adjusted debt of around 30%. No new debt is planned. EHMs
liquidity profile has presents an asymmetric risk with days cash on
hand of 77 days in fiscal 2023 (unaudited and calculated by
management).
Fitch believes that EHM financial flexibility is sufficient at the
current rating level to absorb some operating pressure as EHM
returns to more stable operating and financial profiles that are
consistent with the 'BB' ratings. EHM's key leverage metrics
steadily improve as occupancy rebounds, remaining consistent with
the 'bb' financial profile assessment through Fitch's stress case
scenario that assumes a portfolio and revenue stress followed by
recovery.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Unrestricted cash and investments deteriorate to where
capital-related metrics and cash to adjusted debt no longer
supports the current rating;
- EMH fails to meet covenant requirements.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Sustained operating improvement with operating ratio at around
100% and NOM at or above 3%;
- Significant improvement in leverage position with cash to
adjusted debt sustained at 40% or higher.
PROFILE
EHM operates a SNF, a rehabilitation center (the Redies Center),
and a rental contract retirement community (Brecon Village), all in
Saline, MI. Additional operations include home care and home
support, senior housing, hospice care and memory support services
in southeastern Michigan.
EHM Senior Solutions (the consolidated system of which EHM OG is
the primary member) also includes non-obligated entities, namely
LifeChoice Solutions, providing at home life care. EHM's total
operating revenue measured about $36 million in unaudited fiscal
2023 (April 30 YE).
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
EVENT PROMOTION: Hires Greenberg Traurig LLP as Counsel
-------------------------------------------------------
Event Promotion Supply, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to employ Greenberg
Traurig, LLP as counsel.
The firm will provide the Debtor general bankruptcy counsel,
including preparation of the Statements and Schedules, a Plan of
Reorganization, and other related legal matters with respect to the
Debtor’s operations during the bankruptcy proceeding.
The firm will be paid at these rates:
Annette Jarvis, Shareholder $675 per hour
Marc Musyl, Shareholder $675 per hour
Carson Heninger, Associate $415 per hour
Michelle Stuver, Paralegal $200 per hour
The firm received payments from the Debtor during the 90 days
before the Petition Date in the amount of $34,868. Prior to the
Petition Date, the firm received payments from Debtor's parent
company, Doublet, SA, a privately held French entity, in the amount
of approximately $17,000 before the Petition Date for work related
to the Debtor's bankruptcy filing.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Annette W. Jarvis, Esq., a partner at Greenberg Traurig, LLP,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Annette W. Jarvis, Esq.
Carson Heninger, Esq.
GREENBERG TRAURIG, LLP
222 South Main Street, Suite 1730
Salt Lake City, UT 84101
Tel: (801) 478-6900
Email: jarvisa@gtlaw.com
carson.heninger@gtlaw.com
About Event Promotion Supply, Inc.
Event Promotion Supply, Inc. is a large format printing company.
EPS-Doublet can create a custom trade show booth design, fabricate,
install, and even manage a show.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Colo. Case No. 23-13911) on August 30,
2023. In the petition signed by Jon Leasia, secretary, the Debtor
disclosed up to $10 million in both assets and liabilities.
Annette Jarvis, Esq., at Greenberg Traurig LLP, represents the
Debtor as legal counsel.
FLEETPRIDE INC: Moody's Rates New Secured 1st Lien Term Loan 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the new senior
secured first lien term loan of FleetPride, Inc. All other ratings
of FleetPride are unaffected, including the B3 corporate family
rating, the B3-PD probability of default rating, and the Caa2
rating on the company's second lien term loan. The outlook is
stable.
The company is proposing to extend the maturity of its existing
first lien term loan by 2.5 years to a 5-year tenor with a new
maturity date of September 2028 and raise an incremental $276
million creating a total pro forma facility of $870 million.
Proceeds from the incremental term loan will be used to repay
outstanding ABL revolver borrowings. The B3 rating on the existing
first lien term loan will be withdrawn at the close of the
transaction.
RATINGS RATIONALE
FleetPride, Inc.'s rating (B3 CFR) reflects its high financial
leverage under private equity ownership, exposure to cyclical end
markets and adequate liquidity with a history of increasing usage
under its credit facility. FleetPride's credit profile is supported
by its size and scale, operating as the largest independent
distributor of non-discretionary aftermarket parts to the
heavy-duty truck market, its improving operating margin, broad
inventory selection and strong customer base.
FleetPride's performance is largely tied to trucking and freight
activity in the US. FleetPride continues to outperform broader
industry trends with growth driven by its large scale national
accounts, e-commerce, private label and service offerings. Moody's
expect FleetPride's revenue to grow in the high single digits in
2024 and EBITDA margin to increase slightly.
The proposed refinancing is leverage neutral and improves liquidity
by restoring available revolver. However, expected reductions in
leverage may be delayed due to the increase in the amount of longer
term debt in the capital structure. Moody's anticipates that
liquidity will remain adequate, reflective of a modest cash balance
and increased ABL availability following the proposed transaction.
The stable outlook reflects Moody's expectation for FleetPride to
continue to grow market share and operate with debt/EBITDA of
around 6x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if FleetPride improves and maintains
cash flow, with free cash flow to debt approaching 5%, and
debt/EBITDA is sustained below 5.75x.
The ratings could be downgraded if FleetPride's liquidity weakens,
debt/EBITDA is sustained above 7x or retained cash flow-to-debt is
sustained below 4%.
The principal methodology used in this rating was Distribution and
Supply Chain Services published in February 2023.
FleetPride, Inc. is a leading independent US distributor of
aftermarket heavy-duty truck and trailer parts. The company
distributes brand name heavy-duty vehicle parts and select private
label brands through five distribution centers and over 300
branches nationwide. In addition, the company provides a limited
range of remanufactured products, as well as truck and trailer
repair services. Revenue for the twelve months ended June 30, 2023
was about $1.7 billion. FleetPride is owned by private equity firm
American Securities.
FLUID CONSTRUCTION: Court OKs Interim Cash Collateral Access
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Orlando Division, authorized Fluid Construction, Inc. to use cash
collateral on an interim basis in accordance with the budget,
through October 3, 2023.
ClearFund Solutions, LLC is the Debtor's senior creditor. Avion
Funding, LLC; Corporation Service Company, "as Representative";
Suncoast Funding Group LLC; Orange Advance, LLC; and G and G
Funding Group LLC, may assert a lien or security interest in the
Debtor's cash collateral.
The Debtor is permitted to use cash collateral to pay: (a) amounts
expressly authorized by the Court, including payments to the United
States Trustee for quarterly fees; (b) the current and necessary
expenses set forth in the budget; and (c) additional amounts as may
be expressly approved in writing by Secured Creditor within 48
hours of the Debtor's request.
As adequate protection, the Creditors will have a perfected
post-petition lien against cash collateral to the same extent and
with the same validity and priority as the pre-petition lien,
without the need to file or execute any documents as may otherwise
be required under applicable non-bankruptcy law.
The Debtor will maintain insurance coverage for its property in
accordance with the obligations under the loan and security
documents with Creditors.
A continued hearing on the matter is set for October 3 at 1:30
p.m.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=NdWgwe from PacerMonitor.com.
The Debtor projects total operating expenses, on a monthly basis,
as follows:
$50,939 for September 2023;
$50,939 for October 2023;
$50,939 for November 2023; and
$54,625 for December 2023.
About Fluid Construction
Fluid Construction Inc. is a company in Clermont, Fla., which
offers construction and repair or restoration services.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03376) on Aug. 18,
2023, with $142,852 in assets and $2,339,979 in liabilities.
Charles Tirri, chief executive officer, signed the petition.
Judge Lori V. Vaughan oversees the case.
Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC represents the
Debtor as bankruptcy counsel.
FOCUS FINANCIAL: $240MM Bank Debt Trades at 16% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Focus Financial
Partners LLC is a borrower were trading in the secondary market
around 83.6 cents-on-the-dollar during the week ended Friday,
September 15, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $240 million facility is a Delay-Draw Term loan that is
scheduled to mature on November 28, 2027. About $119.7 million of
the loan is withdrawn and outstanding.
Focus is a leading aggregator of registered investment advisors
with over 70 partner firms operating primarily in the US. For the
last twelve months ended March 31, the company earned over $1.4
billion in revenue and its partner firms manage over $250 billion
in client assets.
FORM TECHNOLOGIES: $175MM Bank Debt Trades at 23% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Form Technologies
LLC is a borrower were trading in the secondary market around 77.0
cents-on-the-dollar during the week ended Friday, September 15,
2023, according to Bloomberg's Evaluated Pricing service data.
The $175 million facility is a Term loan that is scheduled to
mature on October 22, 2025. The amount is fully drawn and
outstanding.
Form Technologies produces precision components. The Company offers
zinc, aluminum, and magnesium die casting services to automotive
telecommunications, and consumer electronics industry. Form
Technologies serves customers worldwide.
FRANCOS TRUCKING: Hires Giddens & Gatton Law P.C. as Counsel
------------------------------------------------------------
Francos Trucking, LLC seeks approval from the U.S. Bankruptcy Court
for the District of New Mexico to employ Giddens & Gatton Law, P.C.
as counsel.
The firm will provide these services:
a. represent and to render legal advice to the Debtor regarding
all aspects of this bankruptcy case including adversary proceedings
and including, without limitation, the continued operation of
Debtor's business, meetings of creditors, cash collateral matters
(if any, Debtor believes no creditors possess cash collateral
claims), claims objections, plan confirmation, and all hearings
before this Court;
b. prepare on behalf of the Debtor necessary petition,
complaints, answers, motions, applications, orders, reports and
other legal papers, including the Debtor's subchapter V plan of
reorganization;
c. assist the Debtor in taking actions required to effect
reorganization under subchapter V of chapter 11 of the Bankruptcy
Code;
d. perform all legal services necessary or appropriate for the
Debtor's continued operation; and
e. perform any other legal services for the Debtor as it deems
appropriate.
The firm's hourly rates are as follows:
Dave Giddens $375 per hour
Chris Gatton $300 per hour
Elizabeth Friedenstein $250 per hour
Lorraine Chavez $140 per hour
Rachael Landau $130 per hour
The firm received an initial retainer in the amount of $15,000.
Chris Gatton, Esq., a shareholder of Giddens & Gatton Law,
disclosed in court filings that his firm does not hold interests
adverse to the Debtor or its estate.
The firm can be reached through:
Chris M. Gatton, Esq.
GIDDENS & GATTON LAW, P.C.
10400 Academy NE, Suite 350
Albuquerque, NM 87111
Tel: (505) 271-1053
Fax: (505) 271-4848
Email: chris@giddenslaw.com
About Francos Trucking, LLC
Francos Trucking, LL operates in the transportation industry.
Francos Trucking, LLC in Carlsbad, NM, filed its voluntary petition
for Chapter 11 protection (Bankr. D.N.M. Case No. 23-10747) on
August 31, 2023, listing $1 million to $10 million in assets and
$100,000 to $500,000 in liabilities. Robert L. Franco, II as owner,
signed the petition.
Judge David T. Thuma oversees the case.
GIDDENS & GATTON LAW, P.C. serve as the Debtor's legal counsel.
FUJI JAPANESE: Hires Lane Law Firm as Bankruptcy Counsel
--------------------------------------------------------
Fuji Japanese Steakhouse Asian Bistro Inc. seeks approval from the
U.S. Bankruptcy Court for the Western District of Texas to employ
The Lane Law Firm, PLLC as counsel.
The Debtor requires legal counsel to:
(a) assist, advise, and represent the Debtor relative to the
administration of the Chapter 11 case;
(b) assist, advise, and represent the Debtor in analyzing its
assets and liabilities, investigating the extent and validity of
lien and claims, and participating in and reviewing any proposed
asset sales or dispositions;
(c) attend meetings and negotiate with representatives of
secured creditors;
(d) assist the Debtor in the preparation, analysis, and
negotiation of any plan of reorganization and disclosure
statement;
(e) take all necessary action to protect and preserve the
interests of the Debtor;
(f) appear, as appropriate, before the bankruptcy court, the
appellate courts, and other courts in which matters may be heard;
and
(g) perform all other necessary legal services.
The firm will be paid as follows:
Robert C. Lane, Partner $550 per hour
Joshua D. Gordon, Partner $500 per hour
Associate Attorneys $375 to 425 per hour
Paralegals/Legal Assistants $150 to $190 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received from the Debtor a retainer of $32,500.
Robert C. Lane, Esq., a partner at the Lane Law Firm, PLLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robert C. Lane, Esq.
Joshua D. Gordon, Esq.
THE LANE LAW FIRM, PLLC
6200 Savoy, Suite 1150
Houston, TX 77036
Telephone: (713) 595-8200
Facsimile: (713) 595-8201
Email: notifications@lanelaw.com
joshua.gordon@lanelaw.com
About Fuji Japanese Steakhouse Asian Bistro Inc.
Fuji Japanese Steakhouse Asian Bistro Inc. owns and operate a
restaurant. The Debtor sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-60445) on August
31, 2023. In the petition signed by Shuang Lin, president, the
Debtor disclosed $4,861,717 in assets and $7,110,297 in
liabilities.
Judge Michael M. Parker oversees the case.
Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor
as legal counsel.
GAMESTOP CORP: Egan-Jones Retains CC Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company on September 6, 2023, maintained its
'CC' foreign currency and local currency senior unsecured ratings
on debt issued by GameStop Corporation. EJR also withdraws rating
on commercial paper issued by the Company.
Headquartered in Grapevine, Texas, GameStop Corporation operates
specialty electronic game and PC entertainment software stores.
GARCIA GRAIN: Seeks Cash Access, $800,000 DIP Loan from GrainChain
------------------------------------------------------------------
Garcia Grain Trading Corp. asks the U.S. Bankruptcy Court for the
Southern District of Texas, McAllen Division, for authority to use
cash collateral and obtain postpetition financing.
The Debtor seeks to obtain post-petition financing in the amount of
$800,000 from GrainChain for the purchase of bean inventory based
on draws against a line of credit bearing interest at the rate of
Wall Street Journal prime interest plus 3.00 points. The GrainChain
loan will be secured by a superpriority administrative claim as
well as security interests in the Debtor's inventory of beans as
well as its accounts receivable derived from beans and the proceeds
from the collection of such receivables.
The Debtor has been purchasing black beans from Stony Ridge Food,
Inc. in accordance with pre-petition supply contracts and timely
payments, as per the protocol established by the Court's Order.
The Debtor has also used cash collateral from pre-petition bean
receivables, the sale of bean inventory, and above the PACA Reserve
Account minimum to protect Vantage Bank Texas. However, the Court
Order's restrictions have hampered the Debtor's ability to meet
demand for beans from customers in Mexico. The Debtor seeks relief
by buying out existing liens of Vantage against the bean enterprise
for $625,000, including specific terms for the treatment of liens
the bank holds against various tracts of real estate held as
collateral.
The Debtor requests authority to turn over $400,000 of funds
currently held in the PACA Reserve Account to Vantage in exchange
for its release of post-petition liens and security interests
against bean inventory, bean accounts receivable, and cash. The
Debtor argues the PACA Reserve Account is no longer necessary since
all claims under the Perishable Agricultural Commodities Act have
been paid and arrangements for bean purchases are being put in
place through financing provided by GrainChain.
Vantage agrees to accept $625,000 in exchange for release of
replacement liens and security interests against bean inventory,
accounts receivable, and proceeds. It must convey real property
assets free of liens and encumbrances in exchange for
extinguishment and release of claims against the estate. Vantage
also agrees to transfer claims against surety bonds required by the
Texas Department of Agriculture and issued by Harco National
Insurance Company total the penal sum of $2,402,704 for the payment
of $400,000.
Vantage has filed an $8.789 million proof of claim in the case. By
virtue of an agreement between the Debtor and Vantage, the bank has
agreed to accept a release of its secured and unsecured claims
against the estate for the transfer or the foreclosure upon real
estate having a total estimated value of $6.3 million plus an
additional $1.025 million of cash for a total release price of
$7.325 million. If this transaction is approved, Vantage will waive
its unsecured deficiency claim in the amount of $1.464 million.
The Debtor asserts there is presently an immediate need for it to
obtain financing from GrainChain. The Debtor says it must satisfy
the claims of Vantage against the collateral and obtain releases of
its replacement liens. To have sufficient funds to pay $625,000 to
Vantage, the Debtor must have the use of the $400,000 from the PACA
Reserve Account, and then have the authority to release or transfer
the real estate against which Vantage holds deeds of trust. All
these actions will benefit the estate and allow it to file a plan
of reorganization that is feasible and can be confirmed. While
these actions are only a piece of a very large and complex puzzle
these are the first pieces that must be put in place. These
transactions need to occur as quickly as possible.
A copy of the motion is available at https://urlcurt.com/u?l=b8xKlG
from PacerMonitor.com.
About Garcia Grain Trading Corp.
Based in Donna, Texas, Garcia Grain Trading Corp.'s line of
business includes buying and marketing grain, dry beans, soybeans,
and inedible beans.
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.
GENESIS CARE: No Decline in Patient Care, 1st PCO Report Says
-------------------------------------------------------------
Susan Goodman, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Southern District of Texas
her first interim report regarding the quality of patient care
provided at Genesis Care Pty Limited and its affiliates' various
locations described as the East US and West US Market (EWUS).
The EWUS Market consists of all locations outside of Florida,
Alabama, Texas, Oklahoma, and Arkansas. Current states represented
in this market include North Carolina, South Carolina, West
Virginia, Rhode Island, Massachusetts, Indiana, Kentucky, Maryland,
Nevada, California, and Washington.
At the conclusion of the various transitions, the EWUS Market is
expected to include approximately 60 centers, with the largest
concentration of centers in the Carolinas.
The PCO's initial site visits included EWUS locations in North
Carolina, Northern California, and Washington. Across the various
EWUS site visits, the PCO interacted with clinicians, center staff,
regional clinic leadership, the Lead Physician Relations Manager,
and the Market Executive Director.
Consistent with the PCO's site visit findings in the Florida and
Central markets, clinicians and staff reported some level of
anxiety relative to the uncertainty surrounding potential sale
partners. The other expressed worry surrounded a key LINAC
maintenance vendor who provided chiller maintenance to the LINAC
machines. The PCO confirmed with Genesis' counsel that this vendor
relationship remained in place.
The PCO chose to visit the Northern California and Washington state
clinic locations because they were visited less often by various
operational team members with the elimination of nonessential
travel as a cost saving measure. Ongoing recruitment of therapists
for this market corridor was reported as challenging and chronic,
unrelated to the bankruptcy filing. Some use of staffing agency
Therapists was noted.
The PCO did not observe substantive decline in patient care
provided to the EWUS patients. She has remained engaged in
following up on outstanding items from the first site visit along
with continuing to introduce herself to team members and support
department staff. The PCO encouraged staff and clinicians at all
EWUS locations to reach out to her if concerns arise.
The ombudsman may be reached at:
Susan N. Goodman
Pivot Health Law, LLC
P.O. Box 69734
Oro Valley, AZ 85737
Ph: 520.744.7061
Fax: 520.575.4075
Email: sgoodman@pivothealthaz.com
About GenesisCare
One of the world's largest integrated oncology networks,
GenesisCare -- http://www.genesiscare.com-- includes 300+
locations in the U.S., the UK, Australia, and Spain. With
investments in advanced technology and expanded access to clinical
trials, more than 5,500 highly trained GenesisCare physicians and
support staff offer comprehensive, coordinated care in radiation
oncology, medical oncology, hematology, urology, diagnostics, and
surgical oncology.
Genesis Care Pty Ltd. and its affiliated debtors sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead
Case No. 23-90614) on June 1, 2023. In the petition signed by
Richard Briggs, as authorized signatory, Genesis Care disclosed up
to $10 billion in both assets and liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis
International, LLP and Jackson Walker, LLP as general bankruptcy
counsel; PJT Partners, LP as investment banker; Alvarez and Marsal
North America, LLC as restructuring advisor; Herbert Smith
Freehills, LLP as foreign legal counsel; Teneo as communications
advisor; and Clayton Utz as special investigation counsel. Kroll
Restructuring Administration, LLC is the notice and claims agent.
On June 15, 2023, the U.S. Trustee for the Southern District of
Texas appointed an official committee of unsecured creditors in
these Chapter 11 cases. The trustee tapped Kramer Levin as its
counsel, Locke Lord LLP as local counsel, and Berkeley Research
Group, LLC as financial advisor.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
GETTYSBURG RENTAL: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Gettysburg Rental and Outdoor Power Equipment, LLC asks the U.S
Bankruptcy Court for the Middle District of Pennsylvania for
authority to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to meet payroll and
benefit obligations to its employees, pay operating expenses,
maintain in effect its insurance policies, preserve and protect its
assets, and to generally and otherwise pay undisputed post-petition
obligations critical to continuing the operation of its business.
The Debtor's financial problems began with the COVID-19 epidemic
when public and private events were shut down, which adversely
affected business operations. The Debtor was compelled to take out
financing with high interest rates to financing ongoing business
operations. By reorganizing its unsecured and undersecured debts,
the Debtor should be able to return to a profitable status within a
few months of filing of the case.
The parties that assert an interest in the cash collateral are M&T
Bank, Wells Fargo Commercial Distribution, f/k/a GE Commercial
Distribution Finance Corporation, Small Business Administration,
CAN Capital, Inc., On Deck Capital, Inc., Surfside Capital, d/b/a
BizFund, E Advance Services, East Hudson Capital d/b/a Global
Funding Experts, and Forward Financing, LLC.
Prior to the filing of the within case, Debtor entered into loan
agreements with the said parties, all of which are secured by
having a lien against all of the Debtor's cash and accounts
receivable. Respondents perfected their respective security
interests by the filing of a UCC-1 Financing Statement with the
Pennsylvania Corporation Bureau.
The Debtor has an urgent and immediate need for cash to continue to
operate and preserve the value of its estate.
To the extent that all other creditors that may hold UCC-1's in
cash or accounts receivable do not have sufficient cash collateral
value to protect any of their lien positions, it is requested that
they be denied any cash collateral payment.
A copy of the motion is available at https://urlcurt.com/u?l=rOaGyx
from PacerMonitor.com.
About Gettysburg Rental and Outdoor Power Equipment, LLC
Gettysburg Rental and Outdoor Power Equipment, LLC sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
M.D. Pa. Case No. 1:23-bk-02095-HWV) on September 14, 2023. In the
petition signed by Gary DeCroes, member, the Debtor disclosed up to
$1 million in both assets and liabilities.
Brent C. Diefenderfer, Esq., at CGA Law Firm, represents the
Debtor as legal counsel.
GOTO GROUP: $2.25BB Bank Debt Trades at 33% Discount
----------------------------------------------------
Participations in a syndicated loan under which GoTo Group Inc is a
borrower were trading in the secondary market around 66.8
cents-on-the-dollar during the week ended Friday, September 15,
2023, according to Bloomberg's Evaluated Pricing service data.
The $2.25 billion facility is a Term loan that is scheduled to
mature on August 31, 2027. The amount is fully drawn and
outstanding.
GoTo, formerly LogMeIn Inc., is a flexible-work provider of
software as a service and cloud-based remote work tools for
collaboration and IT management.
GRAN TIERRA: Moody's Rates New $540MM Senior Secured Notes 'B2'
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Gran Tierra
Energy Inc.'s (Gran Tierra) up to $540 million in amortizing Senior
Secured Notes due 2029 for the exchange of the outstanding 6.25%
Senior Unsecured Notes due 2025 issued by Gran Tierra Energy
International Holdings Ltd. and 7.750% Senior Unsecured Notes due
2027 issued by Gran Tierra. The Corporate Family Rating remains
unchanged. The outlook is stable.
Proceeds will be used primarily for the exchange of existing notes
and debt repayment, thus not affecting the company's debt
protection metrics. The rating of the proposed notes assumes that
the final transaction documents will not be materially different
from draft legal documentation reviewed by Moody's to date and that
these agreements are legally valid, binding and enforceable.
Assignments:
Issuer: Gran Tierra Energy Inc.
Senior Secured Regular Bond/Debenture, Assigned B2
RATINGS RATIONALE
The B2 rating on Gran Tierra's proposed notes is based on the
company's small asset base; geographic asset and production
concentration in Colombia; as well as execution risk at existing
operations and elevated event risk from future growth. These
factors are balanced by strong assets in Colombia's Middle
Magdalena Valley, which have been in operation for decades. The
rating also takes into account Moody's expectation of stable
production and relatively strong commodities prices, which will
support solid cash flow generation and credit metrics in 2023-24
for the B2 rating category, as well as financial policies that
protect creditors, including oil price hedging and no dividend
payments in the foreseeable future.
Moody's expects the company's debt to remain high with respect to
reserves and production in 2023-25, at about $12/barrel of proved
reserves and $18,000 per barrel of production. Leverage should
start declining in 2025 only if commodity prices continue
supporting EBITDA generation as debt start amortizing but would
increase again in later years as prices come back to Moody's
mid-term estimates of 55-75 dollars per barrel. Gran Tierra's
operations are small when compared to global rated peers. In 2022
and 2Q23 Gran Tierra's average daily production net after royalty
of oil equivalent (Mboe/d) was 23.8 barrels and 27.2,
respectively.
Proforma for the proposed notes, Gran Tierra has adequate
liquidity: in June 2023, the company had $68.5 million in cash and
Moody's expects it to generate enough cash flow from operations
through 2023 to cover interest payments of about $41 million and
capital spending of around $210-230 million. Additionally, Gran
Tierra has an undrawn committed credit facility of $50 million due
August 2024.
The company's hedging policies include a target of 25-40% of
forecasted production on a rolling basis to reduce exposure to
commodity prices volatility. Maintenance financial covenants on the
proposed notes will include a maximum leverage of 3x total
debt/EBITDA and a minimum interest coverage of 2.5x EBITDA to
interest expenses. The company has never declared or paid dividends
and Moody's understand that it intends to retain future earnings to
support the development of the business.
The stable outlook on the ratings reflects Moody's expectation that
Gran Tierra will successfully execute its operations and expansion
plans, while maintaining sound credit metrics.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Gran Tierra's ratings could be upgraded if the company increases
production to over 50,000 barrels of oil equivalent per day
(boe/d), with minimal deterioration in financial metrics; if its
Leveraged full-cycle ratio, which measures an oil company's ability
to generate cash after operating, financial and reserve replacement
costs, is consistently above 2.5x; if its exploration and
production (E&P) debt/proved developed reserves below $10.0; and if
it keeps a strong liquidity position.
Gran Tierra's ratings could be downgraded if its retained Cash Flow
(RCF, cash from operations before working capital requirements less
dividends) to total debt ratio is below 25% with limited prospects
of a quick turnaround; if interest coverage, measured as
EBITDA/interest expense, is below 3.0x; or if there is a
deterioration in the company's liquidity position.
Profile
Gran Tierra, headquartered in Canada, is an independent
international energy company engaged primarily in oil production in
onshore properties in Colombia. Although it also owns certain
rights to oil and gas properties in Ecuador, the Colombian
properties represented 93% of its proved reserves and 98% of
revenues as of June 2023, when its assets amounted $1.3 billion.
The principal methodology used in this rating was Independent
Exploration and Production published in December 2022.
GREENWAVE TECHNOLOGY: Incurs $2.3 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
Greenwave Technology Solutions, Inc. filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q disclosing a
net loss of $2.26 million on $9.42 million of revenues for the
three months ended June 30, 2023, compared to a net loss of $14.14
million on $10.70 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 $6.29 million on $18.46 million of revenues compared to a
net loss of $19.31 million on $20.62 million of revenues for the
six months ended June 30, 2022.
As of June 30, 2023, the Company had $42.37 million in total
assets, $33.32 million in total liabilities, and $9.05 million in
total stockholders' equity.
As of June 30, 2023, the Company had cash of $374,951 and a working
capital deficit (current liabilities in excess of current assets)
of $22,364,325. The accumulated deficit as of June 30, 2023 was
$368,559,752. The Company said these conditions raise substantial
doubt about the Company's ability to continue as a going concern
for one year from the issuance of the unaudited condensed
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/1589149/000149315223028480/form10-q.htm
About Greenwave
Headquartered in Chesapeake, VA, Greenwave Technology Solutions,
Inc., through its wholly owned subsidiary Empire Services, Inc.,
--https://www.greenwavetechnologysolutions.com -- is an operator of
metal recycling facilities in Virginia and North Carolina. At
these facilities, Empire collects, classifies, and processes raw
scrap metal (ferrous and nonferrous) for recycling.
New York, NY-based RBSM LLP, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
31, 2023, citing that the Company has an accumulated deficit, and
expects future losses that raise substantial doubt about the
Company's ability to continue as a going concern.
GROM SOCIAL: Ionic Ventures Acquires 9.99% Equity Stake
-------------------------------------------------------
Ionic Ventures LLC, Brendan O'Neil, and Keith Coulston disclosed in
a Schedule 13G filed with the Securities and Exchange Commission
that as of Sept. 12, 2023, they beneficially owned 145,677 shares
of common stock of Grom Social Enterprises, Inc., representing 9.99
percent of the Shares outstanding.
As of Sept. 12, 2023, Ionic is the beneficial owner of 145,677
shares of Common Stock. Ionic has the power to dispose of and the
power to vote the Shares beneficially owned by it, which power may
be exercised by its managers, Mr. O'Neil and Mr. Coulston. Mr.
O'Neil and Mr. Coulston, as managers of Ionic, have shared power to
vote or dispose of the Shares beneficially owned by Ionic. Neither
Mr. O'Neil nor Mr. Coulston directly owns any shares of Common
Stock. By reason of the provisions of Rule 13d-3 of the Act, each
of Mr. O'Neil and Mr. Coulston may be deemed to beneficially own
the Shares beneficially owned by Ionic.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1662574/000175392623001232/g083755_sc13g-ionic.htm
About Grom Social Enterprises Inc.
Boca Raton, Florida-based Grom Social Enterprises, Inc. -- @
www.gromsocial.com -- is a media, technology and entertainment
company focused on delivering content to children under the age of
13 years in a safe secure Children's Online Privacy Protection Act
("COPPA") compliant platform that can be monitored by parents or
guardians.
Grom Social reported a net loss of $16.77 million for the year
ended Dec. 31, 2022, compared to a net loss of $10.22 million for
the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$24.64 million in total assets, $4.30 million in total liabilities,
and $20.35 million in total stockholders' equity.
Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company's significant operating losses and negative cash flows
from operations raise substantial doubt about its ability to
continue as a going concern.
GWD INC: Seeks Cash Collateral Access
-------------------------------------
GWD, Inc. d/b/a American Overhead Door asks the U.S. Bankruptcy
Court for the District of Colorado for authority to use cash
collateral and provide adequate protection to properly perfected
secured creditors.
The Debtor requires the use of cash collateral to pay employees,
pay for fuel for vehicles, and pay suppliers or other expenses.
Pre-petition, on June 21, 2021, Zions Bancorporation N.A. dba
Vectra Bank Colorado recorded its UCC-1 Financing Statement,
perfecting its interest in substantially all of the Debtor's
assets. Vectra has three loans with the Debtor that are covered by
the UCC-1 filing, which total approximately $900,000.
In addition to Vectra, De Lage Landed Financial Services, Inc.
filed a UCC-1 Financing Statement against the Debtor. De Lage,
however, does not assert a lien against cash – only against
certain equipment.
The Debtor's primary asset is its accounts receivable which totaled
approximately $450,000 on the Petition Date.
The Debtor also owns a number of vehicles which are used by its
employees to service customer needs throughout Colorado. Because of
the high mileage on the vehicles, they are largely overencumbered.
The vehicles which are paid in full are of relatively modest value,
totaling less than $50,000.
In order to provide adequate protection for the Debtor's use of
cash collateral to secured creditors, the Debtor has proposed
adequate protection for the Secured Creditors or any other creditor
with a lien on cash collateral as set forth below. The proposal
provides the following treatment on account of cash collateral:
a. Vectra will receive adequate protection payments of $6,000
per month;
b. The Debtor will provide the Secured Creditor with a
post-petition lien on all postpetition accounts receivable and
income derived from the operation of the business and assets, to
the extent that the use of the cash results in a decrease in the
value of the Secured Creditor's interest in the collateral pursuant
to 11 U.S.C. section 361(2). All replacement liens will hold the
same relative priority to assets as did the pre-petition liens;
c. The Debtor will only use cash collateral in accordance with
the Budget, subject to a deviation on line item expenses not to
exceed 15% without the prior agreement of the Secured Creditor or
an order of the Court;
d. The Debtor will keep all of the Secured Creditor's
collateral fully insured;
e. The Debtor will provide the Secured Creditor with a
complete accounting, on a monthly basis, of all revenue,
expenditures, and collections through the filing of the Debtor's
Monthly Operating Reports; and
f. The Debtor will maintain in good repair all of the Secured
Creditor's collateral.
A copy of the motion is available at https://urlcurt.com/u?l=TnNZq5
from PacerMonitor.com.
About GWD Inc.
GWD Inc. is an independent, non-franchise overhead door dealer in
Southern Colorado. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14137) on
September 14, 2023. In the petition signed by Gary Dejong,
president, the Debtor disclosed $748,024 in assets and $3,089,574
in liabilities.
Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC,
represents the Debtor as legal counsel.
HALO BUYER: $260MM Bank Debt Trades at 21% Discount
---------------------------------------------------
Participations in a syndicated loan under which Halo Buyer Inc is a
borrower were trading in the secondary market around 78.9
cents-on-the-dollar during the week ended Friday, September 15,
2023, according to Bloomberg's Evaluated Pricing service data.
The $260 million facility is a Term loan that is scheduled to
mature on June 28, 2025. The amount is fully drawn and
outstanding.
Halo Buyer, Inc. operates as an advertising company. The Company
provides promotional products and services. Halo Buyer serves
customers worldwide.
HARTMAN SPE: Asks Court to Approve Sale Process
-----------------------------------------------
Hartman SPE, LLC asked the U.S. Bankruptcy Court for the District
of Delaware to approve a process governing the sale of its real
properties.
The company owns properties ranging from industrial sites to
high-end office space throughout Houston, Dallas/Ft. Worth, and San
Antonio, with an estimated value of over $400 million. Thirty of
these properties are subject to the company's agreements with
various real estate brokers.
Hartman's attorney, William Chipman, Jr., Esq., said the company
will utilize the proposed process to sell up to $85 million in
property.
The sales of some of these properties are likely to close in the
first weeks of the company's bankruptcy case. The properties likely
to close include the Promenade North and Walzem Plaza properties,
which are currently under contract for $18.1 million and $15
million, respectively.
Hartman will use these sale procedures with respect to the sale of
the properties that are subject to broker agreements as of the
petition date:
a. Sale Notice. Hartman will file one or more notices with the
court regarding the property that it is seeking to sell to a
potential purchaser pursuant to Section 363 of the Bankruptcy Code.
The sale notice shall provide, among other relevant information:
(i) a copy of the sale procedures order; (ii) a copy of the sales
contract, which will identify, among other things, the buyer and
the purchase price; and (iii) the identity of the broker marketing
the property and the compensation to be paid to the broker upon
sale closing; (iv) the proposed closing date of the sale; and (v) a
copy of the proposed sale order.
b. Sale Notice Parties. Hartman will cause the sale notice to
be filed on the court's docket and served by e-mail or first class
mail upon the following parties: (i) the Office of the U.S.
Trustee; (ii) the Internal Revenue Service; (iii) counsel for the
pre-bankruptcy lender; (iv) all parties who are known to possess or
assert a lien, claim, encumbrance or interest in or upon the
property; (v) all applicable state, and local regulatory or taxing
authorities, recording offices or any governmental entity which has
a reasonably known interest in the property; (vi) top 30 unsecured
creditors; and (vii) any party requesting notice in the case. The
sale notice will also be sent via overnight delivery to all parties
who are known to possess or assert a lien, claim, encumbrance or
interest in or upon the property.
c. Objections to Proposed Sale. Any objection to a proposed
sale must be filed with the court and served so as to be actually
received by Hartman's counsel and the sale notice parties no later
than 10 days after service of the sale notice.
d. Hearing. A hearing regarding the sale notice will be held
at the court's earliest convenience after expiration of the sale
objection deadline. If an objection is properly filed and served on
Hartman's counsel and the sale notice parties unless such parties
agree otherwise in writing, such properties) will only be deemed
sold upon entry by the court of a consensual form of sale order
resolving the objection as between the objecting party and Hartman,
or, if resolution is not reached, upon further order of the court.
e. Modification of Sale Notice. Hartman reserves the right to
remove any property from a sale notice at any time prior to the
closing date.
In connection with the sale, Hartman also seeks court approval to
implement these procedures with respect to the assumption and
assignment of contracts and leases associated with its properties:
a. Assumption and Assignment Notice. In conjunction with each
sale notice, Hartman will file one or more notices with the court
with a list of those contracts and leases that the company seeks to
assume pursuant to Section 365 and assign to the buyer of the
subject property.
The notice shall set forth, among other relevant information: (i)
the contracts and leases to be assumed and assigned; (ii) the names
and addresses of the counterparties to such assigned contracts;
(iii) the identity of the proposed assignee of such contracts; (iv)
the proposed effective date of the assumption and assignment for
the contracts, which will correspond with the closing date for the
related properties; (v) the proposed cure amount, if any; (vi)
information establishing the buyer's ability to provide adequate
assurance of future performance; and (vii) the deadlines and
procedures for filing objections to the proposed assumption and
assignment.
b. Assumption and Assignment Notice Parties. Hartman will
cause the notice to be filed on the court's docket and served by
e-mail or first class mail upon the following parties: (i) the
Office of the U.S. Trustee; (ii) the Internal Revenue Service;
(iii) counsel for the pre-bankruptcy lender, (iv) each counterparty
to the assigned contracts; (v) the buyer; (vi) counsel to the
unsecured creditors' committee, if any; (vi) Hartman's top 30
unsecured creditors; and (vii) any party requesting notice in the
case. The notice will also be sent via overnight delivery on each
affected counterparty or its assignee.
c. Objections to Proposed Assumption and Assignment. Any
objection to a proposed assumption and assignment of a contract
must be filed with the court and served so as to be actually
received by Hartman's counsel and other parties no later than 10
days after service of the notice.
d. Hearing. The hearing will be held at the court's earliest
convenience after expiration of the assumption and assignment
objection deadline (to correspond with the sale hearing). If an
objection is properly filed and served on Hartman's counsel and the
parties receiving the notice, unless such parties agree otherwise
in writing, such contract or lease will only be deemed assumed and
assigned upon entry by the court of a consensual form of order
resolving the objection as between the objecting party and Hartman,
or, if resolution is not reached, upon further order of the court.
e. Modification of Assumption and Assignment Notice. Hartman
reserves the right to remove any contract or lease from an
assumption and assignment notice at any time prior to the closing.
A court hearing to consider approval of the sale process is
scheduled for Oct. 5. Objections are due by Sept. 28.
About Hartman SPE
Hartman SPE is a lessor of nonresidential buildings based in
Houston, Texas.
Hartman SPE filed a voluntary Chapter 11 petition (Bankr. D. Del.
Lead Case No. 23-11452) on Sept. 13, 2023, with $100 million to
$500 million in both assets and liabilities. David Wheeler,
president, signed the petition.
Judge Mary F. Walrath oversees the case.
The Debtor tapped Katten Muchin Rosenman, LLP as bankruptcy counsel
and Chipman Brown Cicero & Cole, LLP as Delaware counsel.
HDT GLOBAL: $280MM Bank Debt Trades at 42% Discount
---------------------------------------------------
Participations in a syndicated loan under which HDT Global is a
borrower were trading in the secondary market around 58.0
cents-on-the-dollar during the week ended Friday, September 15,
2023, according to Bloomberg's Evaluated Pricing service data.
The $280 million facility is a Term loan that is scheduled to
mature on July 8, 2027. About $255.5 million of the loan is
withdrawn and outstanding.
HDT Global is a manufacturer of engineered, mission-capable
infrastructure services and products intended for defense,
aerospace and government markets.
HOVNANIAN ENTREPRISES: Egan-Jones Retains B- Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company on September 6, 2023, maintained its
'B-' foreign currency and local currency senior unsecured ratings
on debt issued by Hovnanian Enterprises, Inc. EJR also withdraws
rating on commercial paper issued by the Company.
Headquartered in Matawan, New Jersey, Hovnanian Enterprises, Inc.
designs, constructs, and markets single-family homes, townhomes,
and condominiums in planned residential communities.
I.C. ELECTRIC: Court OKs Cash Collateral Access on Final Basis
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized I.C. Electric, Inc. to use cash collateral on a final
basis in accordance with the budget.
The Debtor requires the use of cash collateral to make payment of
ordinary and necessary operating expenses and other administrative
expenses in accordance with the Interim Budget.
First National Bank of Pennsylvania, the U.S. Small Business
Administration, and Bank Capital Services may have asserted liens
in cash collateral.
As adequate protection, the FNB, BCS, and the SBA are following
adequate protection for the use of cash collateral:
(a) An additional or replacement lien, in an amount equal to
the decrease in the value of FNB's SBA and BCS's current interest
in cash collateral as a result of the Debtor's use of the same
during the Interim Cash Collateral Period, in post-petition
property of the Debtor of the same nature, to the same extent and
of the same priority that FNB, the SBA, and BCS had in the
pre-petition property of the Debtor; and
(b) To the extent the Replacement Liens fail to protect FNB,
SBA, and BCS from any decrease in the value of their interests in
cash collateral, then FNB, the SBA, and BCS will be entitled to an
administrative claim with priority over any other administrative
claim allowable under 11 U.S.C. Section 507(a)(2) and 503(b),
except the allowable administrative claims of estate/Debtor
professionals awarded in accordance with Section 330 of the
Bankruptcy Code.
The Debtor is directed to pay to FNB $1,000 and to the SBA $731 per
month in adequate protection payments.
A copy of the order is available at https://urlcurt.com/u?l=y2NjnV
from PacerMonitor.com.
About I.C. Electric, Inc.
I.C. Electric, Inc. is the owner and operator of an electric
company that provides electrical contracting services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10414-JCM) on August
10, 2023. In the petition signed by Jerry Zreliak, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge John C. Melaragno oversees the case.
Crystal H. Thornton-Illar, Esq., at Leech Tishman Fuscaldo & Lampl,
LLC, represents the Debtor as legal counsel.
IAMGOLD CORP: Egan-Jones Retains B+ Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company on September 1, 2023, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by IAMGOLD Corporation. EJR also withdraws rating on
commercial paper issued by the Company.
Headquartered in Toronto, Canada, IAMGOLD Corporation is a mid-tier
gold mining company.
IGLESIAS EYE: Seeks to Hire Behar Gutt & Glazer as Counsel
----------------------------------------------------------
Iglesias Eye Associates LLC d/b/a Gardens Eye Institute seeks
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Behar Gutt & Glazer, P.A. as counsel.
The firm's services include:
a. give advice to the Debtor with respect to its powers and
duties;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. trustee's operating guidelines and
reporting requirements and with the rules of the court;
c. prepare legal documents necessary in the administration of
the case; and
d. protect the interests of the Debtor with its creditors in
the preparation of a Chapter 11 plan.
The firm will be paid at these rates:
Partners $500 per hour
Associates $425 per hour
Brian Behar, Esq., a member of Behar, Gutt & Glazer, disclosed in
court filings that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
DCOTA, Suite A-350
1855 Griffin Road
Fort Lauderdale, FL 33004
Tel: (305) 931-3771
Email: bsb@bgglaw.com
About Iglesias Eye Associates LLC
d/b/a Gardens Eye Institute
Iglesias Eye Associates LLC operates an ophthalmologist practice at
one location with an address of 11641 Kew Gardens Avenue, Ste. 209,
Palm Beach Gardens, FL 33410.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-17017-EPK) on August
31, 2023, disclosing under $1 million in both assets and
liabilities.. Brian S. Behar, Esq., at Benhar, Gutt & Glazer, PA,
represents the Debtor as legal counsel.
ITT HOLDINGS: Moody's Cuts CFR to B2 & Sr. Unsecured Notes to B3
----------------------------------------------------------------
Moody's Investors Service downgraded ITT Holdings LLC's
(International-Matex Tank Terminals, or IMTT) corporate family
rating to B2 from B1, probability of default rating to B2-PD from
B1-PD and its senior unsecured notes' rating to B3 from B2. At the
same time, Moody's has affirmed the Ba2 ratings on the company's
senior secured revolving credit facility and senior secured term
loan. The outlook is stable.
"The downgrade reflects IMTT's continued high leverage and the
limited scope for deleveraging over the next 12 to 18 months
because of planned investments in new capital projects" says Thomas
Le Guay, a Moody's Vice President. "Given the amount of prospective
new capital projects and the sponsor's tolerance for leverage, the
rating is more appropriately positioned at B2."
RATINGS RATIONALE
The downgrade of the CFR to B2 reflect Moody's expectation that
IMTT's adjusted debt/EBITDA will remain elevated at over 7.0x until
at least the end of 2024. There is limited scope for deleveraging
due to significant planned and prospective investments in clean
fuel projects as the company executes on its strategy to decrease
its reliance on legacy petroleum products. Riverstone, IMTT's sole
shareholder, has demonstrated a comfort level with high leverage
since the recapitalization of IMTT in 2021. The $72.8 million
distribution to the owner in January 2023 combined with more growth
projects materializing has made clear that the high leverage will
persist. Although the growth projects are contractually backed
providing clear visibility to cash flow growth and move the asset
base in the direction of clean fuels, the B1 CFR was established on
the premise of expected rapid deleveraging to below 6.5x. The risks
related to IMTT's concentrated ownership and tolerance for high
leverage are a material consideration in the credit rating and this
rating action.
IMTT's B2 CFR incorporates the stable nature of its cash flow
stemming from fixed-fee, take-or-pay contracts with long-standing,
creditworthy customers; and the diverse footprint of its asset
base, both in terms of geography and bulk liquid products stored.
The company's infrastructure is a critical component of North
America's hydrocarbon value chain. The rating also reflects IMTT's
small scale in terms of EBITDA, and modest cyclicality in its
utilization rate.
The stable outlook reflects Moody's expectation that IMTT's credit
metrics will remain supportive of the current rating. Moody's also
expects IMTT's steadily growing earnings to slowly improve its
credit metrics over the next 12 to 18 months.
IMTT's $300 million senior secured revolving credit facility due in
February 2028 and the $650 million senior secured term loan due in
July 2028, both of which are pari passu to each other, are rated
Ba2, three notches above the company's B2 CFR. The ratings on the
revolver and the term loan reflect their structurally superior
position within the capital structure and the senior secured
priority claim to the company's assets in relation to the $1.22
billion senior unsecured notes due in August 2029. The senior
unsecured notes are rated B3, one notch below the CFR, reflecting
their structurally subordinated position in relation to the
company's senior secured credit facility and term loan. The term
loan benefits from structural enhancements, including an excess
cash flow sweep.
IMTT will maintain adequate liquidity. As of June 30, 2023, the
company has $112 million of cash and $300 million of availability
under its $300 million senior secured revolving credit facility.
The company will rely on its operating cash flow to meet its basic
cash needs and will use proceeds from completed asset sales to
cover its planned growth capital spending until 2024. IMTT's credit
facility has two financial maintenance covenants including a
springing maximum senior secured net leverage ratio of 5x (tested
only if the revolver utilization is equal to or greater than 35%)
and a minimum debt service coverage ratio of 1.1x. Moody's expects
IMTT to maintain good headroom for future compliance with its
covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings may be downgraded if the company's leverage
significantly increases, interest coverage deteriorates, liquidity
weakens or if there are debt funded distributions. Debt/EBITDA
sustained above 7.5x or EBITDA/interest sustained below 2.0x could
lead to a ratings downgrade.
The ratings could be considered for an upgrade if leverage falls
below 6.5x debt/EBITDA with higher interest coverage and adequate
liquidity.
Established in 1939, IMTT owns a portfolio of 16 bulk liquid
storage terminals across North America. The company stores and
handles refined petroleum products, chemicals, vegetable and
tropical oils and renewable products. IMTT's four Lower Mississippi
River terminals and its Bayonne facility, the largest independent
bulk liquid storage facility in the New York Harbor area, account
for the bulk of the company's capacity and revenue. The company
also owns assets in Chicago, Quebec, San Francisco, Virginia and
other locations. IMTT is wholly-owned by private equity sponsor
Riverstone Holdings, LLC.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
JIREH FITNESS: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
Jireh Fitness Solutions Corp. d/b/a Retrofitness Wellington asks
the U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, for authority to use cash collateral for
60 days in accordance with the proposed budget.
The Debtor requires the use of cash collateral to pay for ordinary
essential operating expenses.
The Secured Lender, a U.S. Small Business Administration loan
through Gulf Coast Bank and Trust Company, is in the amount of
$575,786 and is secured by all of the assets of the Debtor which
was valued at approximately $1.3 million on the filing date. The
Debtor believes the Lender, Gulf Coast is adequately protected by
the value of the collateral and will benefit by the Debtors
reorganization as a going concern sale will maximize the value to
the Lender and other creditors. The Debtor also is providing a
replacement lien to the Lender, Gulf Coast. Gulf Coast filed the
only UCC-1 as to the Debtor's assets and there are no other secured
creditors of the Debtor.
The Debtor submits that the approval of the Motion is in its best
interest, its creditors and its estate because it will enable the
Debtor to (i) continue the orderly operation of its business; (ii)
meet its obligations for necessary essential ordinary course
expenditures; and (iii) make payments authorized under other orders
entered by the Court, thereby avoiding immediate and irreparable
harm to the Debtor's estate.
The Debtor offers as adequate protection a replacement lien on any
collateral to the same extent, validity and priority that existed
prior to the Petition Date, but only to the extent of the value of
the assets of the Debtor as of the petition date.
A copy of the motion is available at https://urlcurt.com/u?l=nIHkCr
from PacerMonitor.com.
About Jireh Fitness Solutions Corp
Jireh Fitness Solutions Corp operates a Class A Gym and Fitness
facility in Wellington, Florida and has been in operation since
June 2022. In addition to the cardio and weight operations of the
gym, the Debtor has tanning, muscular rejuvenation services and
massage chairs. The facility includes full bathroom (change room,
lockers and showers) for its members.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (S.D. Fla. Case No. 23-17407) on September 15,
2023. In the petition signed by Eduardo P. Jurado, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Thomas L. Abrams, Esq., at Gamberg & Abrams, represents the Debtor
as legal counsel.
JOANN INC: Terminates VP and Controller 'Without Cause'
-------------------------------------------------------
JOANN Inc. terminated without cause on Sept. 12, 2023, the
employment of Tom Dryer, the Company's vice president and
controller and former interim chief financial officer, effective
Sept. 13, 2023.
In connection with Mr. Dryer's termination, with respect to the
grant of 13,643 service-based restricted stock units made to Mr.
Dryer in September 2022 for his service as interim chief financial
officer, the Compensation Committee of the Board of Directors
approved the removal of the continued service requirement for this
grant subject to Mr. Dryer's execution and effectiveness of a
release of claims in favor of the Company.
About JOANN
JOANN operates in the fabric and sewing industry with one of the
largest assortments of arts and crafts products. JOANN has
transformed itself into a fully-integrated, digitally-connected
omni-channel retailer.
JOANN reported a net loss of $200.6 million for the year ended Jan.
28, 2023. As of July 29, 2023, the Company had $2.26 billion in
total assets, $563.3 million in total current liabilities, $1.09
billion in long-term debt, $714.8 million in long-term operating
lease liabilities, $20.4 million in long-term deferred income
taxes, $29.2 million in other long-term liabilities, and a total
shareholders' deficit of $162.2 million.
* * *
As reported by the TCR on July 14, 2023, S&P Global Ratings lowered
its ratings on U.S.-based creative products retailer Joann Inc. to
'CCC' from 'CCC+'. The outlook is negative, reflecting the risk S&P
could lower its rating on Joann if liquidity deteriorates or the
company pursues a debt transaction that S&P views as tantamount to
default.
KEN GARFF: S&P Alters Outlook to Positive, Affirms 'BB-' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Ken Garff Automotive LLC
to positive from stable and affirmed its 'BB-' issuer credit
rating. At the same time, S&P affirmed its 'BB-' issue level rating
and the '4' recovery rating on the senior unsecured debt.
The positive outlook reflects the potential that S&P could raise
its rating within the next 12 months if the company continues
expanding its scale while maintaining EBITDA margins above 3.5%
even as the vehicle market normalizes and continues to maintain a
conservative leverage profile.
S&P said, "The positive outlook reflects Ken Garff's improved scale
and strong credit metrics, along with our expectation the company
will maintain margins closer to peers and better than company
margins prior to the pandemic. Since 2018 when we initially rated
Ken Garff, the company's revenues have increased by almost 50% to
over $6 billion in 2022 revenues while its EBITDA base has also
grown significantly. The company generated adjusted EBITDA margins
of around 6%-6.5% in 2022, though we expect margins to normalize
around 3.5%, which is still 50-100 basis points higher than the
margins the company generated pre-pandemic. This is because the
company has increased its per worker productivity and improved its
operating cost structure. The company now generates EBITDA margins
that are similar to peers on the lower end of our rated auto dealer
universe such as Sonic Automotive (expected to normalize around
3.5%-4%), though we recognize Sonic's margins are weighed down by
its EchoPark operations. Ken Garff's EBITDA margins are weighed
down by its more significant fleet business relative to peers,
where the dealerships sell new fleet vehicles in large volumes at
low margins. The company's EBITDA margins still lag behind its
larger 'BB+' rated peers such as Penske and Asbury, which have
greater luxury penetration (Penske) or utilize technology to
generate sales (Asbury). However, we think the company has closed
the margin gap to some extent and that it will likely hold on to
some efficiency gains even as overall dealer margins continue to
normalize."
The company has also continued to maintain its geographic
diversification. While primarily focused on the west and south, the
company also recently acquired several new dealerships in Hawaii.
While the company's geographic diversification is less than that of
its larger public peers, it's geographic mix is favorable compared
to Morgan Auto, which only operates in Florida (though Morgan's
margins are higher due to its high luxury mix). The company has
also rebalanced its geographic footprint to improve its
profitability, exiting its less profitable Michigan stores over the
past few years, which support S&P's expectation for a longer-term
improved margin profile. If the company continues to build a record
of generating stronger margins even as vehicle margins normalize
over the next 12 months, S&P could upgrade the company.
S&P said, "We expect leverage to remain below 4x over the next
several years as the company continues to primarily grow
organically and distribute excess cash flow for dividends. The
company has prioritized organic growth over accelerating growth
with acquisitions, unlike many of its peers. As such, Ken Garff
Automotive has also managed its leverage profile more
conservatively, with leverage of about 2.4x in 2022. The company
utilizes its free cash flow for tuck-in acquisitions and pays out
dividends with its excess cash flow. We continue to expect the
company to maintain its adjusted leverage profile in the 3x-4x
range, focusing on organic growth and free cash funded tuck-in
acquisitions in the range of $50 million-$100 million annually. We
also believe the company will generate healthy free cash flow to
debt of over 10% in 2024 even as vehicle GPUs start to normalize.
"Consistent with the application of our group rating methodology
criteria, we consider the company's parent, Ken Garff Enterprises
LLC, to be the group's parent and determine our group credit
profile at the level of the parent Ken Garff Enterprises LLC. We
consider Ken Garff Automotive LLC to be a core subsidiary of its
parent and contributes the majority of the group's revenue and
profit. We include the additional real estate and insurance
subsidiary metrics at the parent level in our analysis of the GCP
and our overall leverage calculations. Overall, we do not see the
creditworthiness of the parent as improving upon or affecting the
standalone rating of Ken Garff Automotive.
"We expect the shift toward direct-to-consumer and agency sales
will be a longer-term risk to the company. The automotive
dealership industry as a whole faces the risk of a potential
transition toward an original equipment manufacturer (OEM) direct-
or agency-selling model, particularly on the electric vehicle (EV)
sales side. There is risk that through an agency or direct model--
dealers could be at risk of losing some of its finance and
insurance (F&I) profit while also having a harder time retaining
parts and services customers. We believe dealer networks with scale
and stronger parts and service capabilities such as Ken Garff are
positioned better take share away from local dealers and become an
integral piece of an OEMs distribution strategy.
"The positive outlook reflects the potential that we could raise
our rating within the next 12 months if the company maintains its
EBITDA margin profile above 3.5% even as vehicle prices normalize,
while also continuing to grow scale. We also expect Ken Garff to
continue maintaining leverage below 4x and free operating cash flow
(FOCF) of debt above 10% at least."
S&P could upgrade Ken Garff within the next 12 months if the
company continues to:
-- Maintain its margins at or above 3.5%, which would be above its
pre-pandemic levels, even as vehicle margins normalize while also
growing its scale, geographic, and product diversification; or
-- Maintains FOCF to debt of at least 15% when margins return
closer to historical levels.
S&P could return the outlook to stable if it expects the company is
unable to sustain its EBITDA margin improvements over the longer
term as vehicle prices normalize, such that its margin profile
would drop below 3.5%,declining below its peers toward pre-pandemic
levels.
LABRUZZO COMMERCIAL: Sells Meadville Properties for $300,000
------------------------------------------------------------
LaBruzzo Commercial Properties, LLC asked the U.S. Bankruptcy Court
for the Western District of Pennsylvania to approve the sale of its
real properties to Center for Family Services, Inc.
Center for Family Services made a $300,000 offer for the properties
located at 984-986 and 996 S. Main St., in Meadville, Pa.
The properties will be sold "free and clear" of all liens, claims
and encumbrances.
LaBruzzo will use the proceeds from the sale to pay in full its
secured creditors, First National Bank and Crawford County Tax
Claim Bureau, which assert $145,804.13 and $111,172.26,
respectively.
The company also intends to use the proceeds to pay other claims or
fund a future confirmed Chapter 11 plan, according to its attorney,
Brian Thompson, Esq., at Thompson Law Group, P.C.
A sale hearing is scheduled for Oct. 19. Responses to the sale are
due by Sept. 30.
About LaBruzzo Commerical Properties
Labruzzo Commerical Properties, LLC filed Chapter 11 petition
(Bankr. W.D. Pa. Case No. 23-10388) on July 27, 2023, with up to
$50,000 in assets and up to $500,000 in liabilities. Joseph
Labruzzo, president, signed the petition.
Judge John C. Melaragno oversees the case.
Brian C. Thompson, Esq., at Thompson Law Group, P.C., represents
the Debtor as bankruptcy counsel.
LABRUZZO WOODLANDS: Court OKs Cash Collateral Access on Final Basis
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized LaBruzzo Woodlands, LLC to use cash collateral on a
final basis in the operation of its business.
As previously reported by the Troubled Company Reporter, the U.S.
Small Business Administration has a lien on certain property of the
Debtor by way of a security agreement. The lien was perfected by
the filing of a UCC Financing Statement, Filing #2020052901477,
with the Pennsylvania Secretary of State on April 2, 2019.
The court said the pre-petition liens of the Lender will be
continued post-petition as to both pre-petition and post-petition
assets, but the value of the Lender's lien will not be greater
post-petition than the value thereof at the time of the filing of
the bankruptcy Petition initiating the case, plus accruals and
advances thereafter, and minus payments to the Lender thereafter.
No additional financing statements or mortgages need be filed to
perfect such post-petition liens and security interests.
The Debtor will continue to make adequate protection payments to
Lender in the monthly amount of $1,199 at 3.75% interest, payable
the 21st of each month, until such time as a plan is confirmed.
The Debtor will make quarterly payments to the U.S. Trustee in the
estimated amount required by 28 U.S.C. Section 1930(a)(6).
The Debtor will provide the Lender such access to the Debtor's
records and financial information as the Lender may request, in
addition to the monthly financial reports required by the U.S.
Trustee.
On September 21, 2023, the Debtor files an updated budget which
goes through December 2023.
A copy of the court's order is available at
https://urlcurt.com/u?l=sv2rOX from PacerMonitor.com.
About LaBruzzo Woodlands, LLC
LaBruzzo Woodlands, LLC is engaged in activities related to real
estate. The Debtor offers duplexes, tri-plexes apartments, and
houses as well as commercial spaces.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10389) on July 27,
2023. In the petition signed by Joseph LaBruzzo, president, the
Debtor disclosed up to $50,000 in assets and up to $10 million in
liabilities.
Judge John C. Melaragno oversees the case.
Brian C. Thompson, Esq., at Thompson Law Group, P.C., represents
the Debtor as legal counsel.
LIVEONE INC: All Four Proposals Passed at Annual Meeting
--------------------------------------------------------
LiveOne, Inc. held its 2023 Annual Meeting of Stockholders during
which the Company's stockholders:
(1) elected Robert S. Ellin, Jay Krigsman, Craig Foster, Ramin
Arani, Patrick Wachsberger, Kenneth Solomon, Bridget Baker, and
Kristopher Wright to the Company's Board of Directors;
(2) approved, on a non-binding advisory basis, the triennial
frequency of stockholder advisory vote on the Company's executive
compensation as described in the Company's Proxy Statement for the
Annual Meeting;
(3) ratified the appointment of Macias Gini & O'Connell, LLP as
the Company's independent registered public accounting firm for the
fiscal year ending March 31, 2024; and
(4) approved a proposal to adjourn the Annual Meeting to a later
date or time, if necessary, to permit further solicitation and vote
of proxies if there are not sufficient votes at the time of the
Annual Meeting to approve any of the proposals presented for a vote
at the Annual Meeting.
About LiveOne
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ:
LVO) (formerly known as LiveXLive Media, Inc.) is a creator-first,
music, entertainment and technology platform focused on delivering
premium experiences and content worldwide through memberships and
live and virtual events.
LiveOne reported a net loss of $10.02 million for the year ended
March 31, 2023, compared to a net loss of $43.91 million for the
year ended March 31, 2022. As of March 31, 2023, the Company had
$65.89 million in total assets, $62.07 million in total
liabilities, $4.83 million in redeemable convertible preferred
stock, and a total stockholders' deficit of $1.01 million.
Los Angeles, CA-based Macias Gini & O'Connell LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated June 29, 2023, citing that the Company has suffered
recurring losses from operations, negative cash flows from
operating activities and has a net capital deficiency. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.
LUMEN TECHNOLOGIES: Appoints James Fowler to Board of Directors
---------------------------------------------------------------
Lumen Technologies announced the appointment of James 'Jim' Fowler
to its board of directors, effective Aug. 7, 2023.
Jim is an advocate for innovation and digital transformation with
more than 25 years of experience in technology leadership roles for
Fortune 100 companies. Currently, he is the executive vice
president and chief technology officer of Nationwide Insurance,
chartered with modernizing core technology capabilities, digitally
transforming business capabilities, and intelligently automating
operations.
"On top of being a skilled technologist, Jim is an accomplished
transformation leader with a passion for winning," said Kate
Johnson, president and CEO of Lumen. "His excitement and
perspective are incredibly valuable, especially as we start to
disrupt the telecommunications industry with the launch of our
Network-as-a-service platform. I'm thrilled to have his expertise
as we build on our legacy of innovation to drive towards revenue
growth."
His extensive leadership experience includes 18 years at General
Electric (GE) where he served as the global chief information
officer. Prior to being named global chief information officer, he
held chief information officer roles for GE Capital, GE Power and
Water, GE Intelligent Platforms, and GE Aviation, amongst other
roles. While at GE he delivered digital transformation across the
enterprise. Jim sees himself as a catalyst, enabler, and futurist
ready to challenge business models with technology.
"It's the people at Lumen who are driving transformation," said
Fowler. "Kate has built an incredibly talented team—the
opportunity ahead of us is tremendous. I'm both honored and
excited to take on this role at such an important time for the
company."
The appointment brings the company's board count from 10 to 11.
Mr. Fowler will receive compensation for his Board and committee
service in accordance with the Company's outside director
compensation program as previously described in the Company's
filings with the Securities and Exchange Commission. With respect
to the equity-based component of the program, on the date of his
appointment, Mr. Fowler received a prorated grant of restricted
stock with a target grant date value of $150,000, vesting on the
first anniversary of the grant date and otherwise subject to the
same terms as the equity awards received by the Company's other
outside directors on May 17, 2023. In addition, Mr. Fowler will
receive the benefit of the Company's standard form of
indemnification agreement for directors.
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. is an
international facilities-based technology and communications
company focused on providing its business and mass markets
customers with a broad array of integrated products and services
necessary to fully participate in its ever-evolving digital world.
The Company's platform empowers its customers to swiftly adjust
digital programs to meet immediate demands, create efficiencies,
accelerate market access and reduce costs - allowing customers to
rapidly evolve their IT programs to address dynamic changes.
Lumen reported a net loss of $1.55 billion in 2022.
* * *
As reported by the TCR on Aug. 24, 2023, Moody's Investors Service
downgraded Lumen Technologies, Inc.'s corporate family rating to
Caa1 from B2. Moody's said the downgrade reflects the Company's
increasing financial risks and continued weak operating
performance.
Also in August 2023, S&P Global Ratings lowered its issuer credit
rating on U.S.-based telecommunications service provider Lumen
Technologies Inc. to two notches to 'CCC+' from 'B'. S&P said "The
two-notch downgrade reflects our view that Lumen's capital
structure is unsustainable longer term. We expect the company's
operating and financial performance will remain challenged for the
next couple of years as its turnaround plan faces significant
challenges."
M.V.J. AUTO: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of M.V.J. Auto World, Inc., according to court dockets.
About M.V.J. Auto
M.V.J. Auto World, Inc. filed Chapter 11 petition (Bankr. S.D. Fla.
Case No. 23-16612) on Aug. 21, 2023, with $100,001 to $500,000 in
assets and liabilities. Tarek Kiem, Esq., at Kiem Law, PLLC has
been appointed as Subchapter V trustee.
Judge Laurel M. Isicoff oversees the case.
The Debtor is represented by the law firms of Kingcade, Garcia &
McMaken, PA and Leiderman Shelomith + Somodevilla, PLLC, doing
business as LSS Law.
MAX US BIDCO: Moody's Assigns First Time 'B2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Max US Bidco Inc. (dba
"Alphia"). Concurrently, Moody's assigned a B2 rating to the
proposed senior secured first lien credit facility. The first lien
credit facility will consist of $110 million revolver expiring in
October 2028 and a $640 million first lien term loan due in October
2030. The outlook is negative.
Proceeds from the proposed $640 million first lien term loan, along
with a new common equity contribution by PAI Partners (PAI) will
fund a leveraged buyout ("LBO") of Alphia, including repayment of
the company's existing debt, along with transaction related fees
and expenses. The $110 million revolver will be undrawn at close
and is higher than Alphia's existing $40 million revolver. Moody's
will withdraw all existing ratings of Alphia, Inc., relating to the
capital structure under J.H. Whitney Capital Partners' ownership,
including the B2 CFR upon the close of the transaction and the
repayment of its existing debt obligations.
All ratings are subject to Moody's review of the final
documentation.
The ratings reflect Alphia's high leverage at close of the LBO and
weak free cash flow expectations for the rating category. Moody's
projects debt-to-EBITDA leverage of 6.5x (on a Moody's adjusted
basis) at close of the transaction will decline to a low 5x range
by 2024 through earnings growth. Moody's expects free cash flow to
exceed $30 million in 2024 despite the meaningful increase in
interest expense and large investments planned over the next two
years to support capacity expansion projects. The free cash flow
profile limits the company's ability to reduce leverage through
debt reduction and deleveraging is highly reliant on earnings
growth. Moody's anticipates that Alphia's operating margins will
improve, and the company's volumes will rebound and grow over the
next 12 months supported by a higher pet population in the US,
tightening capacity in the petfood contract manufacturing space,
and the company's investments to grow capacity. Increasing consumer
focus on better nutrition for their pets will continue to drive
formulation complexity and natural ingredient sourcing – trends
from which Alphia is well positioned to benefit.
Assignments:
Issuer: Max US Bidco Inc.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Backed Senior Secured 1st Lien Term Loan, Assigned B2
Backed Senior Secured Revolving Credit Facility, Assigned B2
Outlook Actions:
Issuer: Max US Bidco Inc.
Outlook, Assigned Negative
RATINGS RATIONALE
Alphia's B2 CFR broadly reflects its high financial leverage pro
forma for the LBO with debt-to-EBITDA of 6.5x (on a Moody's
adjusted basis) expected at close of the transaction, up from 2.5x
pre-LBO (as of LTM June 2023). Demand for the company's petfood
products has been good over the past year, benefitting from growth
of the pet population in the US through the pandemic, as well as
the company's initiatives to improve margins that are contributing
to strong earnings. Alphia's EBITDA margin expanded by 300 basis
points over the last 12 months through a combination of favorable
contracting and pricing initiatives, moderating commodity costs,
realization of operating efficiencies such as leveraging purchasing
power with suppliers and installing equipment to reduce waste, and
tightening capacity in the petfood contract manufacturing space.
Moody's projects debt-to-EBITDA will improve to 5.1x in 2024
benefitting from earnings growth driven by a rebound in volume
including from new business wins, as well as continued margin
expansion. Moody's forecasts free cash flow will exceed $30 million
in 2024 notwithstanding investments needed to increase production
capacity and higher interest related to the increase in debt to
fund the LBO. The company estimates about 25% of competing dry
petfood contract manufacturing capacity is exiting the market over
the upcoming two years, largely through already completed asset
sales to strategic branded providers that is creating good new
business opportunities for Alphia. The benefits to Alphia and the
co-manufacturing industry from capacity exits could be partially
offset in the long term should branded providers decide to move
some production in house.
The pet population in the United States is expected to grow at a
modest 1%, driven by factors such as an aging population seeking a
companion, millennial household formation, increasing urbanization,
and a growing awareness of the benefits of pet ownership. These
trends are likely to support the long-term demand for Alphia's
products. Recent volume weakness and trade down away from the
super-premium category is expected to persist through the end of
2023 due to ongoing retail inventory retrenchment in the US and
pullback in promotional activity. Despite the challenges, Moody's
expects the company will be able to sustain and improve its
operating margin while managing higher interest rate costs. Further
mitigating this headwind is Alphia's position as a pure contract
manufacturer that is somewhat agnostic to private label and branded
volume fluctuations, well positioned to benefit should there be
shifts in consumer purchases. The impact of volume could
potentially be offset by the timing of securing additional business
volume. However, there is usually a lapse of time between the
signing of a contract, investment in capacity to support the
additional production volume and the realization of revenue
contribution from that contract.
The credit profile benefits from Alphia's strong position in the
contract manufacturing market, providing essential products that
customers typically cannot delay purchases of even during periods
of economic uncertainty. Although trade-downs towards premium and
value categories are expected to continue, pet owners tend to
remain brand loyal and avoid frequent switches of their pet's food
as that could cause digestive and other health issues. Alphia
should continue to benefit more fully from the efficiencies related
to the ERP system now that it has resolved initial implementation
issues, leading to improving profitability and positive free cash
flow. Recipe formulations and ingredient solutions are typically
developed in close collaboration with customers, resulting in
strong long-standing relationships, providing a competitive
advantage and high switching costs.
Alphia has good liquidity, supported by Moody's expectations of
positive annual free cash flow in 2024 and 2025 and full access to
the recently upsized and undrawn $110 million revolver. The company
is proposing to hold minimal cash balance pro forma for the LBO and
this is a liquidity weakness. Operating cash flow will improve over
the next 12 months and Moody's projects free cash flow will exceed
$20 million in the second half of 2023 and $30 million in fiscal
2024 notwithstanding growth investments and higher interest
expense. Moody's does not anticipate the company will utilize the
revolver to fund working capital or capital investments over the
next 12 months given the projected operating cash flow, but the
facility provides flexibility should the need arise. Moody's
expects the cushion within the springing revolver financial
maintenance covenant will be set at a good cushion and that the
covenant will not be triggered in the first year following the LBO.
The term loan is not expected to have financial maintenance
covenants.
The CIS-4 indicates the rating is lower than it would have been if
ESG risk exposures did not exist. Governance risk factors are the
primary driver and relate to the company's aggressive financial
policy and concentrated control under private equity ownership by
PAI. The willingness to operate with high financial leverage at a
time of high reinvestment, and event risk related to debt-funded
acquisitions are governance risks. Moody's expects PAI's financial
strategy to be focused on growth and not shareholder distributions.
Environmental and social risks exist but are a lesser driver of the
CIS-4 than governance risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook reflects the uncertainties on when Alphia's
volume will stabilize, as well as the execution risk to win new
business, increase production and improve margins to generate the
earnings growth necessary to reduce debt-to-EBITDA leverage to a
low-to-mid 5x range over the next 12 months. These risks also
create uncertainty that the company can generate meaningfully
positive free cash flow in the second half of 2023 and at least $30
million of free cash flow in 2024 while investing in capacity
expansion and taking on the higher interest expense resulting from
the LBO.
The ratings could be upgraded if the company is able to demonstrate
consistent organic revenue growth with a stable or expanding EBITDA
margin and generate free cash flow in a high single digit
percentage of debt while maintaining good reinvestment. The company
would also need to sustain debt-to-EBITDA below 4.5x,
EBITDA-less-capital-spending-to-interest above 3x and financial
policies that support such credit metrics to be considered for an
upgrade.
The ratings could be downgraded if the company's earnings recovery
stalls or reverses, or if liquidity deteriorates for any reason
including high reliance on revolver borrowings. The ratings could
also be downgraded if the company generates weak free cash flow,
EBITDA-less-capital-spending-to-interest is below 1.5x, or
debt-to-EBITDA leverage is above 5.5x. The ratings could also be
downgraded if the company's financial policy becomes more
aggressive, including undertaking debt-funded acquisition or
shareholder distribution before leverage is meaningfully reduced.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity up to the greater of $127 million and
100% of consolidated EBITDA, plus unused capacity reallocated from
the general debt basket, plus unlimited amounts subject to 5.0x
first lien net leverage ratio (if pari passu secured). Amounts up
to the greater of $127 million and 100% of consolidated EBITDA may
have an earlier maturity than the initial term loans.
There are no express "blocker" provisions which prohibit the
transfer of specified assets to unrestricted subsidiaries; such
transfers are permitted subject to the carve-out capacity and other
conditions.
Non-wholly owned subsidiaries are not required to provide
guarantees; dividends or transfers resulting in partial ownership
of subsidiary guarantors could jeopardize guarantees, with no
explicit protective provisions limiting such guarantee releases.
There are no express protective provisions prohibiting an
up-tiering transaction.
The proposed terms and the final terms of the credit agreement may
be materially different.
Max US Bidco Inc. (dba Alphia, headquartered in Denver Colorado and
founded in 1985) is a leading contract manufacturer of
super-premium, premium and value dry pet food and treats, and
supplier of ingredients that are sold to pet food companies and
retailers. The company generated revenue in excess of $1 billion in
the 12 months period ended June 30, 2023. Alphia will be majority
owned by private equity firm PAI Partners following completion of
the leveraged buyout announced in September 2023.
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
MERCER INT'L: Moody's Rates New $200MM Senior Unsecured Notes 'B2'
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Mercer
International Inc.'s proposed new $200 million senior unsecured
notes due 2028. The company expects to use net proceeds of this
offering to pay down borrowings under its Canadian revolving credit
facility, and for working capital and general corporate purposes,
including discretionary capital projects at its facilities. The
company's B1 corporate family rating, B1-PD probability of default
rating, existing B2 senior unsecured debt rating, and SGL-3
speculative grade liquidity rating remain unchanged. The outlook is
negative.
"The notes issuance will support Mercer's liquidity while
increasing it pro forma financial leverage to about 6.2x from 5.4x
LTM June 2023" said Aziz Al Sammarai, Moody's assistant vice
president. "In 2023 and 2024, Moody's expect Mercer's operating
costs will remain high because of higher fiber and other
inflationary costs and that North American pulp prices will remain
weak due to a soft demand environment".
RATINGS RATIONALE
Mercer's rating (B1 CFR) benefits from its leading global market
position in northern bleached softwood kraft (NBSK) pulp; earnings
contribution from relatively stable energy and chemical business
segment; operational flexibility and geographic diversity with
several pulp mills in Germany and Canada, mass timber facility in
US, and wood product facilities in Germany, all which produce
surplus energy; and adequate liquidity.
Mercer's rating is constrained by very high financial leverage and
low interest coverage through 2025; the inherent price volatility
of market pulp and lumber which periodically results in high
leverage during trough market prices; high product concentration
with over 75% of sales tied to pulp; and higher operating costs
from constrained fiber availability in western Canada.
The proposed notes will rank pari passu with the company's existing
$1.2 billion senior unsecured notes which are rated B2, one notch
below the B1 CFR reflecting the structural subordination to the
Canadian revolving credit facility and other indebtedness and
liabilities of the operating subsidiaries. The company's senior
unsecured notes do not benefit from operating subsidiary
guarantees.
Mercer has adequate liquidity (SGL-3). Liquidity sources total
about $630 million and are sufficient to cover about $120 million
of Moody's expected free cash flow consumption through June 2024.
Pro forma for the note's issuance, the company has about $411
million in cash and short-term investments, and about $218 million
of availability (excluding the minimum availability on the Canadian
revolver required before the covenant becomes applicable) under
several committed credit facilities totaling about $520 million
(most expiring on 2027). Moody's expects the company will remain in
compliance with its financial covenants. Most of the company's
fixed assets are unencumbered, which could provide alternate
liquidity. Mercer does not have any significant debt maturities
until its $300 million senior unsecured notes maturing in 2026.
The negative outlook reflects Moody's expectation that Mercer's
financial leverage will remain above 10x and free cash flow will be
materially negative over the next 12-18 months, mainly by higher
operating costs and low commodity prices.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Mercer's ratings could be downgraded if the company's liquidity and
operating performance continues to deteriorate, changes in
financial management policies that would materially pressure the
company's balance sheet, total adjusted debt to EBITDA is sustained
above 5.5x, interest coverage sustained below 2.5x
Mercer's ratings could be upgraded if the company demonstrates less
earning volatility and increased resiliency during downturns,
adjusted debt to EBITDA is sustained below 4x, interest coverage
sustained of above 3.5x, maintenance strong liquidity and
conservative financial policies
Mercer International Inc. is a leading producer of NBSK pulp,
operates two large lumber mills in Germany, and leader in mass
timber in North America. The company is incorporated in the State
of Washington and headquartered in Vancouver, British Columbia.
The principal methodology used in this rating was Paper and Forest
Products published in December 2021.
MERCER INTERNATIONAL: S&P Rates New US$200MM Sr. Unsec. Notes 'B'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '4'
recovery rating, to pulp and lumber producer Mercer International
Inc.'s proposed US$200 million senior unsecured notes due 2028. S&P
assumes the proposed notes will rank pari passu with the company's
existing senior unsecured notes. S&P expects proceeds from the
issuance will be used for general corporate purposes, including the
partial repayment of the amount drawn under the company's credit
facilities. The '4' recovery rating on the notes indicates its
expectation for average (30%-50%; rounded estimate: 30%) recovery
in the event of default.
All other ratings on Mercer are unchanged, including S&P's 'B'
long-term issuer credit rating (ICR) on the company. The outlook is
negative.
S&P said, "On completion of the transaction, we believe Mercer's
liquidity position will improve modestly in the near term, further
supporting our assessment of the company's adequate liquidity.
Nevertheless, we believe the higher gross debt resulting from the
proposed transaction contributes to prospective credit measures
that are slightly weaker than we had projected in our previous
review, with an adjusted debt-to-EBITDA ratio now expected to be
just above 8x in 2024 and in the high-5x area in 2025, which
assumes material improvements in production costs over that time
period.
"The negative outlook on the ICR continues to reflect our view that
credit measures will remain weak for the rating over the next few
quarters. We could lower our ICR on Mercer within the next 12
months if we expect the company will sustain adjusted debt to
EBITDA above 6x beyond next year. This could occur if unit cash
costs remain higher than we anticipate without being offset by
stronger commodity prices. In such a scenario, we would expect
lower EBITDA and free operating cash flow generation. We could also
lower the rating if Mercer's liquidity position deteriorates in our
view, potentially resulting from lower cash and revolver
availability. We could revise our outlook to stable within the next
12 months if market conditions for Mercer are better than we
anticipate, leading us to believe that adjusted debt to EBITDA is
likely to drop below 6x within a couple of years. In this scenario,
we would also expect Mercer to have adequate liquidity with ample
covenant headroom."
ISSUE RATINGS—RECOVERY ANALYSIS
Key analytical factors
-- S&P has updated its recovery analysis to incorporate the
proposed US$200 million senior unsecured note issuance that S&P
assumes will rank pari passu to the existing unsecured notes in
Mercer's capital structure.
-- The company's updated capital structure includes the proposed
senior unsecured notes, US$875 million of 5.125% senior unsecured
notes due February 2029, US$300 million of 5.5% senior unsecured
notes due January 2026, a C$160 million asset-based lending (ABL)
facility due January 2027, and a EUR370 million unsecured revolving
credit facility at Mercer's German subsidiary due September 2027.
-- The '4' recovery rating and 'B' issue-level rating on the
company's existing unsecured notes are unchanged and correspond
with S&P's estimate of average (30%-50%; rounded estimate: 30%)
recovery in a hypothetical default scenario. This is down modestly
from 40% in S&P's previous review due to the higher amount of debt
in the capital structure and the upsizing of Mercer's German credit
facility.
-- S&P values Mercer on a going-concern basis using a 5x multiple
of our projected emergence EBITDA of about US$198 million.
-- S&P estimates that, for the company to default, weak market
conditions in pulp and lumber will be sustained for a prolonged
period and erode Mercer's ability to fund fixed charges.
-- S&P assumes that, in our hypothetical bankruptcy scenario,
Mercer will draw on 60% of its Celgar and Peace River mills'
revolving ABL credit facility and 85% of its German revolving
credit facility. The German facility is unsecured and guaranteed by
Mercer's German subsidiary.
-- Mercer's unsecured notes are guaranteed by its North American
subsidiaries and have an equity claim against its nonguarantor
German subsidiary.
-- In S&P's analysis, we assume that, in a default scenario, the
credit facilities are fully covered, and the remaining net
enterprise value is almost exclusively available for senior
unsecured note claims.
Simulated default assumptions
-- Simulated year of default: 2026
-- Emergence EBITDA after recovery adjustments: US$198 million
EBITDA multiple: 5x
-- Net enterprise value (after 5% administrative expenses): US$940
million
-- Credit facility claims: About US$465 million
Simplified waterfall
-- Collateral value available to unsecured note claims: About
US$475 million
-- Senior unsecured notes claims: US$1.419 billion
--Recovery expectations: 30%-50% (rounded estimate: 30%)
MINIM INC: RSM US Won't Seek Reelection as Auditor
--------------------------------------------------
Minim, Inc. was informed by RSM US, LLP, the Company's current
independent registered public accounting firm, that it will not
stand for appointment as the Company's independent registered
public accounting firm for the audit of the Company's financial
statements as of and for the year ended Dec. 31, 2023.
RSM is not required to, and did not seek, the Company's consent to
its decision to not stand for appointment as the Company's
independent registered public accounting firm for the audit of its
financial statements as of and for the year ended Dec. 31, 2023.
As a result, neither the Company's Board of Directors nor the Audit
Committee took part in RSM's decision to not stand for such
appointment.
RSM's audit reports on the Company's consolidated financial
statements as of and for the fiscal years ended Dec. 31, 2022 and
2021 did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope
or accounting principles, except that the report for the fiscal
year ended Dec. 31, 2022 expressed substantial doubt regarding the
Company's ability to continue as a going concern.
The Company disclosed that during its fiscal years ended Dec. 31,
2022 and 2021, and during the subsequent interim period through the
date of this Current Report on Form 8-K, there were no (a)
disagreements with RSM on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to RSM's
satisfaction, would have caused RSM to make reference to the
subject matter thereof in connection with its reports for such
periods; or (b) reportable events, as described under Item
304(a)(1)(v) of Regulation S-K.
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim holds the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand. Its cable and WiFi
products, with an intelligent operating system and bundled mobile
app, can be found in leading retailers and e-commerce channels in
the United States. The Company's AI-driven cloud software platform
and applications make network management and security simple for
home and business users, as well as the service providers that
assist them- leading to higher customer satisfaction and decreased
support burden.
On Aug. 17, 2023, Minim received a letter from The Nasdaq Stock
Market LLC stating that, because the Company has not filed its Form
10-Q for the period ended June 30, 2023 with the Securities and
Exchange Commission, the Company is not in compliance with Nasdaq's
rules for continued listing under Nasdaq Listing Rule 5250. Rule
5250 requires, in part, that listed companies timely file all
required periodic financial reports with the Commission. The
non-compliance resulted from the Company's inability to timely
appoint an audit committee to review the financial statements
required to be included in its Form 10-Q for the period ended June
30, 2023 and the Company's Form 10-Q for the period ended March 31,
2023.
Minim reported a net loss of $15.55 million in 2022 following a net
loss of $2.20 million in 2021.
Boston, Massachusetts-based RSM US LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
March 31, 2023, citing that Company has suffered recurring losses
and negative cash flows from operations and will need additional
funding within the next twelve months. This raises substantial
doubt about the Company's ability to continue as a going concern.
NAPA MANAGEMENT: $610MM Bank Debt Trades at 23% Discount
--------------------------------------------------------
Participations in a syndicated loan under which NAPA Management
Services Corp is a borrower were trading in the secondary market
around 77.3 cents-on-the-dollar during the week ended Friday,
September 15, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $610 million facility is a Term loan that is scheduled to
mature on February 18, 2029.
NAPA Management Services Corporation offers practice management
services. The Company provides accounting, billing, consulting,
medical personnel contracting, healthcare analyzes, financing,
human resources, information technology, insurance, marketing, and
operational support services.
NEKTAR THERAPEUTICS: Egan-Jones Retains CCC- Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company on September 8, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by Nektar Therapeutics. EJR also withdraws rating on
commercial paper issued by the Company.
Headquartered in San Francisco, California, Nektar Therapeutics is
a biopharmaceutical company.
NEVER SLIP: S&P Downgrades ICR to 'CCC-', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Never Slip
Topco Inc.'s (and its key subsidiary, Shoes For Crews LLC [SFC]) to
'CCC-' from 'CCC' and its issue-level rating on its revolver and
first-lien term loan to 'CCC-' from 'CCC'. The recovery rating
remains '3', which indicates meaningful (50%-70%; rounded estimate:
55%) recovery in the event of a payment default.
The negative outlook reflects the high likelihood of a default or
debt restructuring within the next six months.
The downgrade reflects heightened refinancing risk related to the
upcoming maturity on its first-lien term loan and revolver
facilities.
SFC's $25 million revolver, $20 million sidecar revolver, and $258
million first-lien term loan ($244.2 million outstanding as of June
30, 2023) mature on April 27, 2024. S&P said, "We continue to
assess the company's liquidity as weak given its substantial
looming debt maturities and poor standing in credit markets.
Further, we forecast SFC will generate negative free operating cash
flow (FOCF) in fiscal 2023 and has very limited availability under
its revolving credit facilities. In addition, S&P foresees a
potential violation of the minimum EBITDA financial covenant in the
next several quarters if it does not turn around operating
performance."
S&P said, "We expect top-line growth and an easing input cost
environment could support improved profitability over the next few
quarters, however, the highly competitive environment and recent
customer losses will be offsetting factors that continue to
pressure results.
"The negative outlook reflects our view that a default or debt
restructuring is likely within the next six months.
"We could lower our rating in the event of a default or any type of
restructuring that we would view as a default."
This could include:
-- An inability to extend upcoming debt maturities on terms which
in S&P's view adequately compensate lenders for the risk;
-- Missing principal and/or interest payments; or
-- Filing for bankruptcy protection.
S&P could take a positive rating action if:
-- The company successfully refinances its upcoming debt
maturities and improves its liquidity position such that near-term
liquidity risk is alleviated; and
-- Operating performance shows continued signs of recovery.
ONLINE EDUGO: Court OKs Cash Collateral Access Thru Oct 17
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
Los Angeles Division, authorized Online Edugo, Inc. to use cash
collateral on an interim basis, through October 17, 2023 on the
same terms and conditions as set forth in the First Interim Cash
Collateral Order.
During the Interim Period, the Debtor is directed to pay all
adequate protection payments to its secured creditors and the
monthly payment to the Subchapter V Trustee by the 17th of each of
month.
In the first interim order, the United States Small Business
Administration, Open Bank, PHH Mortgage Services, U.S. Bank, N.A.,
Robert S. Lee, John Kim and Vicki Han were granted replacement
liens upon the postpetition assets of the Debtor's estate as set
forth in the written ruling.
A continued hearing on the matter is set for October 17, 2023 at 1
p.m.
About Online Edugo
Founded in 2014, Online Edugo, Inc. operates a testing center in
Los Angeles.
Online Edugo filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-14459) on July 17,
2023, with $2,147,657 in assets and $1,805,315 in liabilities.
Connie H. Kim, chief executive officer, secretary and chief
financial officer, signed the petition.
Judge Neil W. Bason oversees the case.
Kevin Tang, Esq., at Tang & Associates represents the Debtor as
legal counsel.
PLOURDE SAND: Gets Approval to Sell Dump Trailer in Private Deal
----------------------------------------------------------------
Plourde Sand & Gravel Co., Inc. received approval from the U.S.
Bankruptcy Court for the District of New Hampshire to sell a
property in a private deal.
The company is selling its 2005 KME dump trailer for at least
$15,000, which is the minimum purchase price that will be accepted
by the company.
The proposed sale will be made by Fiduciary Bill of Sale, "As Is,
Where Is and With All Faults" and without representations or
warranties of any nature whatsoever (other than the implied
warranty of title) free and clear of all liens, claims and
interests.
The company will solicit offers for the trailer but will not
advertise it for sale or make any other formal effort to find a
buyer because the cost seems to be prohibitive in relation to the
value of the trailer, according to its attorney, William Gannon,
Esq., at William S. Gannon, PLLC.
Plourde will use the proceeds from the sale to purchase a
replacement engine for its Kenworth truck, which the company uses
for its business operations.
The trailer, which is a titled vehicle, is unencumbered. However,
the notices of federal tax lien filed by the Department of
Treasury, Internal Revenue Service, may have created and perfected
a federal tax lien on the trailer, according to Mr. Gannon.
Unless the court determines that any potential lienholder has a
valid and enforceable, perfected lien on the trailer, Plourde will
use the net sale proceeds to purchase a replacement engine, Mr.
Gannon said.
About Plourde Sand & Gravel Co.
Plourde Sand & Gravel Co., Inc. owns eight properties located in
New Hampshire having an aggregate total value of $5.34 million.
Plourde Sand filed Chapter 11 petition (Bankr. D.N.H. Case No.
23-10039) on Jan. 30, 2023, with $9,192,623 in assets and
$8,072,411 in liabilities. Daniel O. Plourde, sole shareholder and
vice president, signed the petition.
Judge Bruce A. Harwood oversees the case.
The Debtor tapped William S. Gannon, PLC as legal counsel and
Greenridge Financial Services, LLC as business and financial
consultant.
POLAR US: $1.48BB Bank Debt Trades at 18% Discount
--------------------------------------------------
Participations in a syndicated loan under which Polar US Borrower
LLC is a borrower were trading in the secondary market around 81.8
cents-on-the-dollar during the week ended Friday, September 15,
2023, according to Bloomberg's Evaluated Pricing service data.
The $1.48 billion facility is a Term loan that is scheduled to
mature on October 15, 2025. About $1.36 billion of the loan is
withdrawn and outstanding.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Blue Holdings, LP, an affiliate of private investment
firm, SK Capital Partners. SI Group manufactures performance
additives for use in polymer, rubber, lubricants, fuels, adhesives
applications, surfactants in addition to some specialty chemicals.
POLESTAR AUTOMOTIVE: Posts $304.1 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
Polestar Automotive Holding UK PLC reported a net loss of US$304.06
million on US$685.25 million of revenue for the three months ended
June 30, 2023, compared to a net loss of US$228.24 million on
US$589.07 million of revenue for the three months ended June 30,
2022.
For the six months ended June 30, 2023, the Company reported a net
loss of US$313.04 million on US$1.23 billion of revenue compared to
a net loss of US$502.73 million on US$1.04 billion of revenue for
the six months ended June 30, 2022.
Polestar delivered 15,765 vehicles during the second quarter, a
growth of 36% compared to last year. With record global deliveries
of 27,841 for the first six months, Polestar still expects to
deliver 60,000-70,000 vehicles and a gross margin of 4% in 2023.
Thomas Ingenlath, Polestar CEO, comments: "We achieved record
volume growth during the second quarter. Deliveries of our
significantly upgraded Polestar 2 are now ramping up. With
Polestar 4 expected to start production in November and Polestar 3
in the first quarter of next year, we are entering an exciting
phase of higher volumes and value from our expanded model range."
A full-text copy of the Form 6-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1884082/000119312523226413/d687496dex993.htm
About Polestar
Polestar Automotive Holding UK PLC (Nasdaq: PSNY) is an electric
performance car brand determined to improve society by using design
and technology to accelerate the shift to sustainable mobility.
Headquartered in Gothenburg, Sweden, its cars are available online
in 27 markets globally across North America, Europe and Asia
Pacific. The company plans to create a truly climate-neutral
production car, without offsetting, by 2030.
Gothenburg, Sweden-based Deloitte AB, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
April 14, 2023, citing that the Company requires additional
financing to support operating and development activities that
raise substantial doubt about its ability to continue as a going
concern.
PRIZE MANAGEMENT: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------
Prize Management, LLC asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Raleigh Division, for authority
to use cash collateral and provide adequate protection.
The Debtor requires the use of cash collateral to make payment of
ordinary operating expenses.
A review of the North Carolina Secretary of State's UCC filings
reveals this statement which might perfect a lien on cash
collateral:
a. File # 20180107660B recorded October 19, 2018, in favor of First
Bank, 355 N. Bilhen Street, Troy, NC 27371.
The Debtor believes that First Bank is significantly over-secured.
As adequate protection, the Debtor proposes to give a replacement
lien to secured creditors for the cash collateral use.
A copy of the motion is available at https://urlcurt.com/u?l=uPuHN1
from PacerMonitor.com.
About Prize Management, LLC
Prize Management, LLC is a sand and gravel mining company which
operates on the land owned by Sand Ridge Development Assn., Inc.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02681) on September
14, 2023. In the petition signed by Alton Williams, Jr., president,
the Debtor disclosed up to $10 million in assets and up to $50
million in liabilities.
William P. Janvier, Esq., at Stevens Martin Vaugh & Tadych, PLLC,
represents the Debtor as legal counsel.
RACKSPACE TECHNOLOGY: Incurs $27.2 Million Net Loss in 2nd Quarter
------------------------------------------------------------------
Rackspace Technology, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $27.2 million on $746.3 million of revenue for the three months
ended June 30, 2023, compared to a net loss of $40.6 million on
$772.2 million of revenue for the three months ended June 30,
2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $639.2 million on $1.5 billion of revenue compared to a net
loss of $79.1 million on $1.55 billion of revenue for the six
months ended June 30, 2022.
As of June 30, 2023, the Company had $4.66 billion in total assets,
$4.63 billion in total liabilities, and $31.9 million in total
stockholders' equity.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1810019/000181001923000130/rxt-20230630.htm
About Rackspace Technology
Headquartered in San Antonio, Texas, Rackspace Technology, Inc. --
www.rackspace.com -- is an end-to-end multicloud technology
services company. The Company designs, builds, and operates its
customers' cloud environments across all major technology
platforms, irrespective of technology stack or deployment model.
The Company partners with its customers at every stage of their
cloud journey, enabling them to modernize applications, build new
products and adopt innovative technologies.
Rackspace reported a net loss of $804.8 million in 2022, a net loss
of $218.3 million in 2021, and a net loss of $245.8 million in
2020.
* * *
As reported by the TCR on May 18, 2023, S&P Global Ratings lowered
its issuer credit rating on Rackspace to 'CCC+' from 'B-' and
revised the outlook to negative from stable. S&P said the negative
outlook reflects the rising risk of distressed exchange by the
company from further EBITDA margin degradation and free cash flows
sustaining negative.
REALTRUCK GROUP: S&P Rates $180MM 1st-Lien Term Loan Add-On 'B-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '3'
recovery rating to RealTruck Group Inc.'s proposed $180 million
non-fungible add-on to its first-lien term loan due January 2028.
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of a
default.
S&P said, "The issuance does not affect our view of RealTruck
Inc.'s credit quality. Therefore, all of our ratings on the
company, including our 'B-' issuer credit rating and 'B-'
issue-level rating and '3' recovery rating on its first-lien debt,
are unchanged. RealTruck will use the proceeds from this
transaction to fund its acquisition of a European manufacturer of
truck bed covers.
"While we expect the transaction will moderately increase the
company's debt, we anticipate the improvement in its performance,
particularly its margins, will likely enable it to maintain
somewhat lower leverage metrics. RealTruck's top-line revenue
declined by less than we expected in the second quarter, while its
margins continue to recover supported by lower raw material input
costs, reduced freight rates, and the realization of benefit from
its pricing actions. We now project RealTruck's organic revenue
will decline by about 5% this year and achieve EBITDA margins of
over 17.0% in our forecast, which is up from 14.5% in 2022.
"Pro forma for RealTruck's recent acquisitions of Go Rhino (funded
with balance sheet cash in August 2023) and its latest European
target, we expect its revenue will fall only 2% this year before
rising by over 10% in 2024, with organic growth accounting for
roughly 5% of its expansion per year after 2024. The company's
return to organic growth in 2024 will likely be supported by the
realization of a full year of benefits from the price increases it
implemented in 2023, the introduction of some new product
categories, and somewhat increased penetration of its direct sales
through Realtruck.com. Given this improved forecast, we now project
its debt to EBITDA will be just below 9x in 2023 and in the 7x-8x
range in 2024. However, we anticipate RealTruck's free operating
cash flow (FOCF) to debt will only be in the 1%-2% range in 2023
and 2024 due to somewhat higher taxes and increased capital
spending. We expect the company will increase its capital
expenditure (capex) to fund integration activities."
RealTruck's ability to sustain its EBITDA margins will also remain
critical for its leverage and cash flow profile, which will depend
on the resilience of its business amid potentially weaker
macroeconomic conditions, including persistent inflation, deferred
discretionary spending, or challenges related to the integration of
its acquisitions. Though its profitability is higher in our latest
forecast, the company's largely floating-rate capital structure and
S&P's expectation for elevated capex could weigh on its cash flows
and liquidity if its margins tighten from their projected levels.
To date, the company has adequately managed its sources of
liquidity, including pro forma balance sheet cash of $49 million
and nearly full access to its $200 million asset-based lending
(ABL) revolver (net $1.5 million of undrawn letters of credit) as
of the close of the transaction, with total liquidity of about $250
million.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario assumes a payment default in
2025 because of a combination of factors, including a sustained
economic downturn that reduces consumer demand for new pickup
trucks and Jeeps, lower-than-projected penetration of RealTruck's
accessory products, intense pricing pressure from competitive
actions by other manufacturers or raw material vendors, and the
potential loss of one or more key distributor or installer
customers.
-- S&P expects these factors would reduce RealTruck's sales
volumes, profitability, and cash flow, ultimately burdening its
sources of liquidity.
Simulated default assumptions
In the event of a payment default, S&P expects that the company
would continue to have a viable business model because of its
established brands and aftermarket products recognized by end
users. Therefore, S&P believes the debt holders would achieve the
greatest recovery value through a reorganization rather than a
liquidation.
-- Year of default: 2025
-- EBITDA at emergence: $211 million
-- Jurisdiction: U.S.
-- LIBOR of 250 basis points
-- Standard 60% draw under the $200 million ABL revolver
Simplified waterfall
-- Gross enterprise value at default: $1,054 million
-- Administrative costs: $53 million
-- Net enterprise value: $1,001 million
-- Valuation split (obligors/nonobligors): 85%/15%
-- Priority claims: $128 million
-- Total collateral value for secured debt: $821 million
-- Total first-lien debt: $1,698 million
--Recovery expectations: 50%-70% (rounded estimate: 50%)
-- Total collateral value for unsecured debt: $53 million
-- Unsecured debt claims (Including deficiency): $1,496 million
--Recovery expectations: 0%-10% (rounded estimate: 0%)
REMARK HOLDINGS: Registers 1 Million Common Shares Under 2022 Plan
------------------------------------------------------------------
Remark Holdings, Inc. filed with the Securities and Exchange
Commission a registration statement on Form S-8 for the purpose of
registering under the Securities Act of 1933, as amended, 1,000,000
shares of common stock, par value $0.001 per share, to be offered
and sold under the Company's 2022 Incentive Plan. A full-text copy
of the prospectus is available for free at:
https://www.sec.gov/Archives/edgar/data/1368365/000136836523000075/forms8-2022incentiveplan.htm
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- delivers an integrated suite of AI
solutions that help organizations monitor, understand, and act on
threats in real-time. Remark consists of an international team of
sector-experienced professionals that have created video analytics.
The Company's GDPR-compliant and CCPA-compliant solutions focus
on market sectors including retail, federal and state governmental
entities, public safety, hospitality, and transportation. The
company's headquarters are in Las Vegas, Nevada, USA, with
operational offices in New York and international offices in
London, England.
Remark Holdings reported a net loss of $55.48 million for the year
ended Dec. 31, 2022, compared to net income of $27.47 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$14.17 million in total assets, $39.95 million in total
liabilities, and a total stockholders' deficit of $25.78 million.
Los Angeles, California-based Weinberg & Company, P.A., the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 17, 2023, citing that the
Company has suffered recurring losses from operations and negative
cash flows from operating activities and has a negative working
capital and a stockholders' deficit that raise substantial doubt
about its ability to continue as a going concern.
RESTORATION HARDWARE: Moody's Cuts CFR to 'B1, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Restoration Hardware, Inc.'s
("RH") ratings including its corporate family rating to B1 from Ba3
and probability of default rating to B1-PD from Ba3-PD. The senior
secured first lien term loan B and senior secured first lien term
loan B2 ratings were also downgraded to B1 from Ba3. The
speculative grade liquidity rating ("SGL") was downgraded to SGL-2
from SGL-1. The outlook was changed to stable from negative.
The downgrade reflects governance considerations, including its
aggressive financial strategy evidenced by its repurchase of
approxiamtely 17% its common stock for approximately $1.2 billion
during Q2 2023 despite its weaker operating performance as RH
continues to face a challenging luxury furnishings market in 2023.
Its governance score was also lowered to G-4 from G-3 and its
credit impact score was also lowered to CIS-4 from CIS-3 to reflect
these risks. The significant reduction of excess cash reduces the
company's financial flexibility to repay debt and reduce leverage
as its manages through challenging market conditions for luxury
home furnishings. LTM Debt/EBITDA is approximately 4.5x. However,
given continued soft demand Moody's expects RH's leverage to
approach 5.4x at the end of fiscal 2023.
The downgrade of RH's speculative grade liquidity rating to SGL-2
from SGL-1 reflects the lower levels of cash amounting to $417
million at the end of Q2 2023 compared to $1.5 billion at Q1 2023.
Nonetheless, the company has an undrawn $600 million ABL revolver
with $454 million of borrowing availability as of July 29, 2023 and
Moody's expects that RH will generate positive free cash flow
despite its weathering a significant business contraction.
RATINGS RATIONALE
RH's B1 CFR reflects its strong home luxury brand, particularly in
furniture, the success of its existing Design Galleries evidenced
by its solid operating margins and its good liquidity. Nonetheless,
the rating is constrained by the cyclical nature of the home
furnishing industry which could cause consumers to delay, forego or
trade down on purchases in recessionary periods. RH is coming off a
period of outsized growth in 2021 combined with a cooling off of
the luxury housing market in 2022 which has resulted in a
significant contraction of demand for its products. The rating is
also constrained by its aggressive business and financial
strategies. The company maintains a long term goal to buildout its
brand globally requires significant capital investment including
its continued plans its convert to a large box gallery styled store
concept, its expansion to international markets, its growth into
hospitality as well as luxury product markets. RH continues to
pursue significant share repurchases with $1 billion completed in
2022 and $1.2 billion in 2023 to date despite the weakness facing
its operating markets.
The stable outlook reflects Moody's expectation operating
performance will stabilize in 2024 after remaining under
significant pressure in 2023 as the luxury furniture faces
declining demand and the RH commences its international rollout.
Any significant deterioration in liquidity or material restricted
payments including share repurchases before the company returns to
growth and leverage is sustained below 5.5x would be viewed
negatively.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if there is a clear articulation and
evidence of conservative financial strategies while maintaining
very good liquidity and solid operating performance including the
successful opening of new galleries. Quantitatively, the ratings
could be upgraded if Moody's adjusted debt/EBITDA is sustained
below 4.5x, adjusted EBIT margins sustained above 20% and
EBIT/Interest sustained above 2.75x.
The ratings could be downgraded if there is a deterioration in the
company's overall operating performance or liquidity profile. The
ratings could also be downgraded if aggressive financial
strategies, unsuccessful gallery openings or declining operating
performance results in Moody's adjusted debt/EBITDA sustained above
5.5x or EBIT/Interest below 1.75x The ratings could also be
downgraded should the company expand its operations into new
sectors that increases the risk of its current business profile.
Headquartered in Corte Madera, California, Restoration Hardware,
Inc. (RH) is a home furnishings company that offers its collection
through its retail galleries, catalog, and online. As of July 29,
2023, the company operated 68 total galleries, including 28 design
galleries and 36 legacy galleries. The company also operates 14
Waterworks Showrooms and 40 outlets. For the twelve months ending
July 29, 2023, RH had approximately $3.2 billion in revenue.
The principal methodology used in these ratings was Retail
published in November 2021.
ROLL: BICYCLE: Hires Allen Stovall Neuman as Counsel
----------------------------------------------------
roll: Bicycle Company, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the Southern District of Ohio to
employ Allen Stovall Neuman & Ashton LLP as counsel.
The firm's services include:
a. advising the Debtor of its rights, powers and duties in the
continued operation of its business;
b. advising and assisting the Debtor in preparing all
necessary reports, schedules and legal documents;
c. reviewing all financial and other reports to be filed with
the court and the United States Trustee;
d. advising the Debtor concerning, and assisting in the
negotiation and documentation of, the refinancing or sale of its
assets, debt and lease restructuring, executory contract and
unexpired lease assumptions, assignments or rejections, and related
transactions;
e. counseling and representing the Debtor regarding actions it
might take to collect and recover property for the benefit of the
estate;
f. reviewing the nature and validity of liens asserted against
the Debtor's property and advising the Debtor concerning the
enforceability of such liens;
g. assisting the Debtor in formulating, negotiating and
obtaining confirmation of a plan of reorganization and preparing
other related documents; and
h. performing other legal services for the Debtor as may be
necessary or appropriate in the administration of its business and
Chapter 11 case.
The firm will be paid at these rates:
Thomas R. Allen, Partner $515 per hour
Richard K. Stovall, Partner $450 per hour
James A. Coutinho, Partner $385 per hour
Tom Shafirstein, Associate $315 per hour
Andrew D. Rebholz, Associate $240 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The retainer is $25,000.
James A. Coutinho, Esq., a partner at Allen Stovall Neuman & Ashton
LLP, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Richard K. Stovall, Esq.
James A. Coutinho, Esq.
Andrew D. Rebholz, Esq.
ALLEN STOVALL NEUMAN & ASHTON LLP
10 W. Broad St., Ste. 2400
Columbus, OH 43215
Tel: (614) 221-8500
Fax: (614) 221-5988
Email: stovall@asnalaw.com
coutinho@asnalaw.com
rebholz@asnalaw.com
About Bicycle Company, LLC
roll: Bicycle Company, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 2:23-bk-53016)
n August 31, 2023. In the petition signed by Stuart Hunter, chief
executive officer, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge John E. Hoffman, Jr. oversees the case.
James A. Coutinho, Esq., at Allen Stovall Neuman & Ashton LLP,
represents the Debtor as legal counsel.
RUTHERFORD ENTERPRISES: Hires Georgia Evans as Accountant
---------------------------------------------------------
Rutherford Enterprises 1, LLC d/b/a Marco's Pizza seeks approval
from the U.S. Bankruptcy Court for the Northern District of Florida
to employ Georgia Evans of Professional Management Systems, Inc. as
its accountant.
Ms. Evans will provide tax advice and accounting and bookkeeping
services to the Debtor. She may also assist in the preparation of
monthly operating reports.
Ms. Evans will be paid $85 per hour.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Ms. Evans can be reached at:
Georgia Evans
Professional Management Systems, Inc.
4590 Coach Lane
Chipley, FL 32428
Phone: +1 850-441-2000
Email: georgia@promgmtsys.com
About Rutherford Enterprises 1, LLC
d/b/a Marco's Pizza
Rutherford Enterprises 1, LLC, a company in Tallahassee, Fla.,
filed a petition under Chapter 11, Subchapter V of the Bankruptcy
Code (Bankr. N.D. Fla. Case No. 23-40217) on June 16, 2023, with
$100,000 to $500,000 in assets and $1 million to $10 million in
liabilities. Charles M Rutherford, Sr., manager, signed the
petition.
Judge Karen K. Specie oversees the case.
Byron W. Wright III, Esq., at Bruner Wright, P.A. is the Debtor's
legal counsel.
SCHON ELISE: Seeks to Sell Spanish Ridge Property for $1.25-Mil.
----------------------------------------------------------------
Schon Elise, LLC asked the U.S. Bankruptcy Court for the District
of Nevada to approve the sale of its real property to Robert Brandy
or his assignee.
Mr. Brandy, a resident of Las Vegas, offered $1.25 million for the
property identified as Lot 1-21 and located at 8876 Spanish Ridge
Avenue, Las Vegas.
The property will be sold "free and clear" of liens and interests,
with such liens and interests attaching to the proceeds of the
sale.
Schon Elise will use the sale proceeds to pay Bank of the West in
exchange for a reconveyance of the bank's deed of trust against the
property. It is estimated that $1.15 million will be paid to the
bank, which asserts a secured claim of $2.02 million as of the
filing of the company's Chapter 11 case.
"There is a valid business justification for the sale of the
property as the liquidation thereof will permit [Schon Elise] to
partially retire a substantial portion of the secured claim," said
the company's attorney, David Mincin, Esq., at Mincin Law, PLLC.
"This in turn will make [Schon Elise's] effort to fully retire the
balance of the secured debt in a plan of reorganization more
manageable and viable," Mr. Mincin said in court papers.
The sale hearing is scheduled for Oct. 18.
About Schon Elise
Las Vegas-based Schon Elise, LLC is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
Schon Elise filed its voluntary Chapter 11 petition (Bankr. D. Nev.
Case No. 23-12086) on May 24, 2023, with as much as $50,000 in
assets and $1 million to $10 million in liabilities. Heath Wills,
manager, signed the petition.
Judge Mike K. Nakagawa oversees the case.
David Mincin, Esq., at Mincin Law, PLLC represents the Debtor as
bankruptcy counsel.
SHIELDS NURSING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Shields Nursing Centers, Inc.
606 Alfred Nobel Drive
Hercules, CA 94547
Business Description: The Debtor owns and operates a a skilled
nursing facility that offers a state-of-
the-art rehabilitation program: physical
therapy, occupational therapy and speech
therapy.
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
Northern District of California
Case No.: 23-41201
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
Total Assets: $1,726,970
Total Liabilities: $13,504,710
The petition was signed by William M. Shields Jr., as chief
executive officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/YSATS6Q/Shields_Nursing_Centers_Inc__canbke-23-41201__0001.0.pdf?mcid=tGE4TAMA
SIENTRA INC: Incurs $9.5 Million Net Loss in Second Quarter
-----------------------------------------------------------
Sientra, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $9.48
million on $23.13 million of net sales for the three months ended
June 30, 2023, compared to a net loss of $18.30 million on $21.51
million of net sales for the three months ended June 30, 2022.
For the six months ended June 30, 2023, the Company reported a net
loss of $22.37 million on $45.68 million of net sales compared to a
net loss of $36.34 million on $42.91 million of net sales for the
six months ended June 30, 2022.
As of June 30, 2023, the Company had $146 million in total assets,
$164.63 million in total liabilities, and a total stockholders'
deficit of $18.63 million.
Sientra said, "Since the Company's inception, it has incurred
recurring losses and cash outflows from operations and the Company
anticipates that losses will continue in the near term. During the
six months ended June 30, 2023, the Company incurred net losses of
$22.4 million and used $7.4 million of cash from continuing
operations. As of June 30, 2023, the Company had cash and cash
equivalents of $18.6 million. As a result of these conditions,
substantial doubt exists about our ability to continue as a going
concern for a period of at least one year from the date of issuance
of these unaudited condensed 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/1551693/000095017023041920/sien-20230630.htm
About Sientra
Headquartered in Irvine, California, Sientra, Inc. --
www.sientra.com -- is a surgical aesthetics company focused on
empowering people to change their lives through increased
self-confidence and self-respect. Backed by clinical and safety
data, Sientra's platform of products includes a comprehensive
portfolio of round and shaped breast implants, the first
fifth-generation breast implants approved by the FDA for sale in
the United States, the ground-breaking AlloX2 breast tissue
expander with patented dual-port and integral drain technology, the
next-generation AlloX2Pro, the first and only FDA-cleared
MRI-compatible tissue expander, the Viality with AuraClens enhanced
viability fat transfer system, the SimpliDerm Human Acellular
Dermal Matrix, and BIOCORNEUM.
Los Angeles, California-based KPMG LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company's recurring losses from
operations, insufficient cash flows generated from operations, and
need to obtain additional capital raise substantial doubt about its
ability to continue as a going concern.
SIMON & SCHUSTER: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
B2-PD Probability of Default Rating to Century DE Buyer LLC (dba
Simon & Schuster) and a B2 to the company's senior secured first
lien credit facilities consisting of a five-year revolver and a
seven-year term loan. The outlook is stable.
Net proceeds from the term loan and new cash equity will be used by
Kohlberg Kravis Roberts & Co. Partners LLP (KKR) to acquire Simon &
Schuster from Paramount Global for $1.62 billion, pay associated
fees and expenses and fund cash to balance sheet.
RATINGS RATIONALE
Simon & Schuster's B2 CFR reflects its high financial leverage at
close, limited free cash flow and modest expected revenue growth in
the low single digits that is dependent on the success of
frontlist releases. The company's narrow product focus results in a
highly concentrated customer base with the top three customers
comprising two thirds of its revenue. Competition in the industry
to sign and retain best-selling authors with high quality content
is intense, and so is the competition from other forms of
entertainment activities, like streaming, gaming and podcasts.
Nevertheless, Simon & Schuster's credit profile benefits from its
position as the third largest publisher and distributor of adult
and children's books in the US, with an estimated 9% US market
share. Simon & Schuster's has one of the largest backlist
portfolios of high-quality titles with long-term publishing rights
in three formats: print, ebook and eAudio. Its robust backlist
catalog comprises the majority of the company's publishing revenue,
offering a platform for growth, particularly with the introduction
of new formats. The ongoing shift to digital content consumption
supports growing demand for audiobooks and e-books that have
considerably higher gross margins relative to print. Continued
growth in non-print offerings should lead to a more efficient cost
structure in the longer term, with lower inventory levels and lower
earnings volatility associated with estimation of future period
print returns.
Governance factors were material to the rating assignment
reflecting the high financial leverage tolerance at closing and the
concentrated ownership. Moody's views Simon & Schuster's leverage
as high given execution risks the company faces as it becomes an
independent entity, high interest rates and slow top line growth.
Leverage pro forma for the transaction is estimated at 5.3x
Debt/EBITDA (Moody's adjusted) as of LTM June 2023. Moody's expects
flattish revenue and EBITDA growth (1%-2%) for Simon & Schuster in
2024 absent frontlist title boosts, which will leave leverage in
the mid-5x range over the next 12-18 months. Moody's projects
FCF/Debt to be modest, around 5% over the next 18 months.
Moody's expects Simon & Schuster to have good liquidity, supported
by the company's undrawn $110 million revolver due 2028, lack of
funded debt maturities until 2030, minimal capex requirements,
roughly $25 million of cash on the balance sheet at close and
modest but positive free cash flow. After accounting for the
interest expense related to a newly raised debt, Moody's expects
the company to generate at least $45 million of free cash flow over
the next 12 months. This comfortably meets its basic cash
obligations consisting of $11 million term loan amortization and
minimal capex annually. The revolver is expected to contain a
springing first lien net leverage ratio of 7.5x that will be tested
if borrowings exceed 40%. Moody's does not anticipate the covenant
will be tested over the next 12-18 months and the company will have
ample cushion if tested. The term loan due 2030 is covenant-lite.
The B2 rating on the proposed first lien credit facility (5-year
revolver and 7-year loan) reflects the probability of default of
the company, as reflected in the B2-PD probability of default
rating, and an average expected family recovery rate of 50% at
default given the covenant-lite all-bank first lien debt
structure.
As proposed, the new credit facilities are expected to provide
covenant flexibility that if utilized could negatively impact
creditors. Notable terms include the following:
Incremental debt capacity includes up to the greater of $250
million and 100% of EBITDA, plus unused capacity reallocated from
the general debt and lien baskets, plus unlimited amounts subject
to 4.5x first lien net leverage ratio (if pari passu secured).
Amounts with respect to incremental term loans up to the greater of
$500m and 200% LTM EBITDA, along with amounts incurred in
connection with any permitted acquisition or investment, may be
incurred with an earlier maturity date and / or weighted average
life to maturity than the initial term loans.
There are no express "blocker" provisions which prohibit the
transfer of specified assets to unrestricted subsidiaries; such
transfers are permitted subject to carve-out capacity and other
conditions.
Net cash proceeds of all non-ordinary course asset sales can be
used to make restricted payments in amounts up to the greater of
$250 million and 100% of EBITDA.
There are no express protective provisions prohibiting an
up-tiering transaction.
The proposed terms and the final terms of the credit agreement may
be materially different.
Simon & Schuster's CIS-4 credit impact score indicates that the
rating is lower than it would have been if ESG risk exposures did
not exist. The score primarily reflects the company's governance
risks given the company's financial strategy that has tolerated
elevated leverage at close, concentrated ownership and lack of
board diversity and independence. The private equity sponsor's
controlling shareholder position provides it with the ability to
make unilateral decisions regarding financial policy, with the
potential for debt financed acquisitions or debt funded shareholder
returns. Simon & Schuster is also exposed to changing demographic
and social trends whereby readers are subject to growing forms of
digital entertainment options, including streaming, gaming, or
podcasting, potentially luring customers away from reading as a
leisure activity. The company's ability to provide its products in
ebook and eAudio formats is a mitigating factor.
The stable outlook reflects Moody's expectations for positive free
cash flow, good liquidity, low-single digit revenue growth and
modest Debt/EBITDA improvement primarily through earnings growth.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Simon & Schuster is able to
consistently grow revenue and demonstrate disciplined financial
policy resulting in Moody's adjusted Debt/EBITDA sustained under 4x
with a commitment to operate at that leverage level. Good liquidity
and free-cash flow-to-debt (Moody's adjusted) sustained in the
high- single-digit percentage range or better, would also be needed
for an upgrade.
Simon & Schuster's ratings could be downgraded if deterioration in
operating performance, loss of key customer or an aggressive
financial policy leads to Debt/EBITDA sustained above 5.5x with
free cash flow in the low-single digit percent range.
Headquartered in New York, Simon & Schuster is a publisher and
distributor of adult and children's consumer books in printed,
digital and audio formats in the U.S. and internationally. Simon &
Schuster reported revenue of $1.2 billion for LTM June 2023. The
company is majority owned by Kohlberg Kravis Roberts & Co. Partners
LLP (KKR).
The principal methodology used in these ratings was Media published
in June 2021.
SIMPLE ELEGANT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Simple Elegant Realty LLC
273 Russell Street
Brooklyn NY 11222
Business Description: Simple Elegant is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101
(51B)).
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-43365
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Vincent M. Lentini, Esq.
1129 Northern Blvd
Ste 404
Manhasset NY 11030
Phone: 516-228-3214
Email: VincentMLentini@Gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bernard Sobus as managing member.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/ZQ372KI/Simple_elegant_realty_LLC__nyebke-23-43365__0001.0.pdf?mcid=tGE4TAMA
SOUTH COAST: Court OKs Interim Cash Collateral Access
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
South Coast Holdings, LLC to use cash collateral not to exceed
$209,726 on an interim basis in accordance with the budget, with a
10% variance.
The Debtor asserts that the Lien Creditors that appear to have
security interest/liens upon the cash collateral are The LCF Group,
Inc., AKF Inc. dba FundKite, and WebBank dba Toast Capital.
As adequate protection, the Secured Lender and U.S. Small Business
Administration are each granted:
a) A perfected lien and security interest on all property, whether
now owned or hereafter acquired by Debtor of the same nature and
kind as secured by the claim of the Lien Creditor on the Petition
Date; provided, that the Replacement Lien will not attach to
avoidance or recovery actions of Debtor's estate under Chapter 5 of
the Code; and provided, further, that the Replacement Lien will be
subject to all valid, properly perfected and enforceable liens and
interests that existed as of the Petition Date.
b) The interests of the Lien Creditors in the Replacement
Collateral will have the same relative priorities as the liens held
by them as of the Petition Date.
c) the Debtor will timely perform and complete all actions
necessary and appropriate to protect the cash collateral against
diminution in value.
d) The Replacement Lien on the Replacement Collateral will be
perfected and enforceable upon entry of the Order without regard to
whether the Replacement Lien is perfected under applicable
non-bankruptcy law.
e) The Replacement Lien will be in addition to all other liens and
security interests securing the secured claims of the Lien
Creditors in existence on the Petition Date.
f) the Debtor will keep Lien Creditors' collateral and Replacement
Collateral free and clear of all other liens, encumbrances and
security interests, other than those in existence on the Petition
Date, and will pay when due all taxes, levies and charges arising
or accruing from and after the Petition Date.
g) Upon reasonable prior notice, the Debtor will allow Lien
Creditors access during normal business hours to the Debtor's
premises to inspect or appraise its collateral.
The Replacement Lien granted will be a valid, perfected and
enforceable security interest and lien on the property of the
Debtor and the Debtor's estate without further filing or recording
of any document or instrument or any other action, but only to the
extent of the enforceability of Lien Creditors' security interests
in the Prepetition Collateral.
Absent further Order of the Court, the Debtor's authority to use
cash collateral will terminate at midnight upon the end of the
Extended Interim Budget Period or the occurrence of any of the
following: (a) the violation of the any of the terms of the Order,
(b) the entry of an Order converting the case to a case under
Chapter 7 of the Bankruptcy Code, or (c) the termination, lapse,
expiration or reduction of insurance coverage on Lien Creditors'
collateral for any reason.
A copy of the court's order and the Debtor's budget is available at
https://urlcurt.com/u?l=VuGqap from PacerMonitor.com.
The Debtor projects total operating expenses, on a weekly basis, as
follows:
$48,440 for the week ending September 24, 2023; and
$19,234 for the week ending October 1, 2023.
About South Coast Holdings, LLC
South Coast Holdings, LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-61635-tmr11) on
September 11, 2023. In the petition signed by Dianne Schofield,
member, the Debtor disclosed up to $500,000 in assets and up to $1
million in liabilities.
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, represents
the Debtor as legal counsel.
SPRINGFIELD MEDICAL: Seeks Cash Collateral Access
-------------------------------------------------
Springfield Medical Aesthetic PC asks the U.S. Bankruptcy Court for
the Eastern District of New York for authority to use cash
collateral and provide adequate protection.
The Debtor requires to use approximately $85,600 including a 10%
variance for the period from September 1 to 30, 2023.
The Debtor has one substantially secured creditor - the U.S. Small
Business Administration and several wholly unsecured merchant cash
advance creditors.
The SBA is owned approximately $751,000 and holds a blanket
security agreement and UCC-1 covering all of the Debtor's assets.
As of the filing date, the Debtor's assets were valued by the
Debtor at $13,448. As such the SBA is secured only to the extent of
$13,448. The Debtor proposes to pay the SBA $300 per month as and
for adequate protection on the secured portion of its claim.
The Debtor also has three merchant cash advance lenders. These
creditors are as follows:
a) Fox Capital Group $60,000
b) Fund Box $24,324
c) Mcrk Funding $37,000
Each of these creditors have filed UCC-1 but all of the alleged
creditors UCC-1 's are subordinate to the SBA's lien. Accordingly
they are wholly unsecured, and therefore the Debtor proposes no
adequate protection payments to these creditors.
As adequate protection for the Debtor's use of the Secured
Creditors' Collateral, the Debtor will grant the Secured Creditors
replacement liens in all of the Debtor's pre petition and post
petition assets and proceeds.
The Replacement Liens will be subject and subordinate only to: (a)
United States Trustee fees payable under 28. U.S.C. Section 1930
and 31 U.S.C Section 3717; (b) professional fees of duly retained
professionals in this Chapter 11 case as may be awarded pursuant to
Sections 330 of 331 of the Code or pursuant to any monthly fee
order entered in the Debtor's Chapter 11 case; (c) the fees and
expenses of a hypothetical Chapter 7 trustee to the extent of
$10,000; and (d) the recovery of funds or proceeds from the
successful prosecution of avoidance actions pursuant to 11 U.S.C.
sections 502(d), 544, 545,547, 548, 549, 550 or 553.
A copy of the motion is available at https://urlcurt.com/u?l=A9Tee5
from PacerMonitor.com.
About Springfield Medical Aesthetic P.C.
Springfield Medical Aesthetic P.C. operates a general medical and
surgical hospital.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-73221) on August 31,
2023. In the petition signed by Emmanuel O. Asare, president, the
Debtor disclosed $13,448 in total assets and $1,421,650 in total
liabilities.
Judge Robert E. Grossman oversees the case.
Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler &
Goodman, LLP, represents the Debtor as legal counsel.
STONE CREEK: Hires Law Offices of Neil Crane LLC as Counsel
-----------------------------------------------------------
Stone Creek Ventures, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Connecticut to employ The Law Offices of
Neil Crane, LLC as counsel.
The Debtor requires legal counsel to:
(a) give legal advice with respect to the powers and duties of
the Debtor;
(b) represent the Debtor before the bankruptcy court at all
hearings and in all matters pertaining to its affairs;
(c) advise and assist the Debtor in the preparation of a plan
of reorganization and negotiation with its creditors;
(d) prepare legal papers; and
(e) perform other necessary legal services for the Debtor in
connection with its Chapter 11 case.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm received from the Debtor a retainer of $13,000.
Stuart H. Caplan, Esq., principal at the Law Offices of Neil Crane,
declared in a court filing that his firm is a "disinterested
person" pursuant to Section 101(14) of the Bankruptcy Code.
The law firm can be reached at:
Stuart H. Caplan, Esq.
LAW OFFICES OF NEIL CRANE, LLC
2679 Whitney Avenue
Hamden, CT 06518
Tel: (203) 230-2233
Email: stuart@neilcranelaw.com
About Stone Creek Ventures, LLC
Stone Creek Ventures, LLC in Newtown, CT, filed its voluntary
petition for Chapter 11 protection (Bankr. D. Conn. Case No.
23-50490) on August 18, 2023, listing as much as $1 million to $10
million in both assets and liabilities. Rosika Biro as member,
signed the petition.
Judge Julie A. Manning oversees the case.
LAW OFFICES OF NEIL CRANE, LLC serve as the Debtor's legal counsel.
SUPERTRANSPORT LLC: Court OKs Cash Collateral Access
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Supertransport, LLC to use cash collateral on an interim
basis in accordance with the budget.
U.S. Small Business Administration has a valid perfected security
interest in cash, accounts receivable and other cash assets. The
balance owed to the SBA is greater than the value of the cash
collateral and therefore, the SBA is under-secured.
The SBA is entitled to receive adequate protection payments until
the Chapter 11 Plan is confirmed. The Debtor proposes to pay the
SBA the sum of $150 per month beginning October 1, 2023, and by the
first of each month thereafter until the Plan is confirmed.
As adequate protection for the use of cash collateral, the SBA is
granted a replacement lien in all post-petition cash collateral,
i.e. cash, accounts receivable and other cash assets.
A final hearing on the matter is set for October 3, 2023 at 1:30
p.m.
A copy of the order is available at https://urlcurt.com/u?l=RGGYHI
from PacerMonitor.com.
About Supertransport, LLC
Supertransport, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-41241) on September 6,
2023. In the petition signed by Marcus Mueller, member, the Debtor
disclosed $660,200 in assets and $1,966,322 in liabilities.
Judge Brian T. Fenimore oversees the case.
Erlene W. Krigel, Esq., at Krigel & Krigel, PC, represents the
Debtor as legal counsel.
SUPPLY CHAIN WAREHOUSES: Seeks Cash Collateral Access
-----------------------------------------------------
Supply Chain Warehouses Savannah LLC asks the U.S. Bankruptcy Court
for the Southern District of Georgia for authority to use cash
collateral and provide adequate protection.
Specifically, the Debtor seeks to increase the authorized use of
the certain line items in the budget by amending the Final Order
by:
a. Revenue - Adjust revenue projections;
b. Reduce Expenditures for the following line items:
i. Salary - the Debtor has reduced the number of Salary
employees;
ii. Temporary Workers Payroll - The Debtor has reduced the
number of temporary workers for the period of September through May
2023;
iii. Copier Rental and Maintenance- Amount has been
reduced; and
iv. Pest Control- Reduced amount based on current
expenditures.
c. Increased wages and benefit expenses due to three pay periods in
certain months (September 2023 and March 2024):
i. Salary;
ii. Payroll Taxes
iii. Benefits; and
iv. Owner's Salary.
d. Increase the expenditures due in increases in costs:
i. Drayage and Chassis Change - Increase due to increase
in drayage services;
ii. Electricity- Increased due to hotter than anticipated
months;
iii. Prologis (Cure Amount)- Adjusted the amounts to cure
amounts per Assumption Order.
A copy of the motion is available at https://urlcurt.com/u?l=KluO0D
from PacerMonitor.com.
About Supply Chain Warehouses Savannah, LLC
Supply Chain Warehouses Savannah, LLC operates warehousing and
storage facility. The Debtor sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Ga. Case No. 23-40540) on
June 23, 2023. In the petition signed by Phillip Lowell Stover,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Edward J. Coleman III oversees the case.
Jon Levis, Esq., at Levis Law Firm, LLC, represents the Debtor as
legal counsel.
SURGEPOWER MATERIALS: Trustee Hires Rick C. Reed as Accountant
--------------------------------------------------------------
Gregory S. Milligan, the Trustee for Surgepower Materials, Inc.
seeks approval from the U.S. Bankruptcy Court for the Western
District of Texas to employ Rick C. Reed & Company, PLLC as
accountant.
The firm will prepare Debtor's federal and state corporate tax
returns for fiscal year 2022.
The firm will be paid at the rates of $750 to $900.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
David A. Crumbaugh
Rick C. Reed & Company, PLLC
321 Cheatham St.
San Marcos, TX 78666
Tel: (512) 353-0200
About Surgepower Materials, Inc.
SurgePower Materials, Inc. is a green technology company that
produces high purity graphene. The company is based in New
Braunfels, Texas.
On Dec. 20, 2022, an involuntary petition under Chapter 11 of the
Bankruptcy Code was filed against SurgePower Materials (Bankr. W.D.
Texas Case No. 22-51436) by creditors. The creditors include
Ecliptic Holdings I, LLC, Ecliptic Evergreen Innovations Fund I LP,
Harborock Ltd., Carbonaceous Green Investments LLC, Steven George
Gibson, and Richard Thomas Shaffer.
Judge Michael M. Parker oversees the case.
The creditors are represented by Marc C. Taylor, Esq., at Waller
Lansden Dortch & Davis, LLP.
On April 28, 2023, Gregory S. Milligan was appointed as Chapter 11
trustee in this case. The trustee tapped Husch Blackwell LLP as
counsel, Harney Partners as financial advisors, and McDonnell
Boehnen Hulbert & Berghoff LLP as intellectual property law
counsel.
SURGICARE SURGICAL: Has $1.5MM Deal to Sell Assets to Mahwah ASC
----------------------------------------------------------------
Surgicare Surgical Associates of Mahwah, LLC asked the U.S.
Bankruptcy Court for the District of New Jersey for approval to
enter into a sale agreement with Mahwah ASC, LLC.
Under the deal, Mahwah offered $1.5 million to acquire the rights
to, and assets of, Surgicare's multispecialty ambulatory surgical
center located at 400 Franklin Turnpike, Mahwah, N.J.
These rights and assets include the company's right to own and
operate the surgical center; written policies, procedures and
manuals of the surgical center; goodwill; and any previously
abandoned equipment, which may be reconveyed to the company prior
to the sale closing.
Mahwah will not assume any of the company's liabilities.
The agreement contemplates the sale of the assets "free and clear"
of liens, claims, encumbrances, rights and interests.
Surgicare intends to file an application to obtain regulatory
approvals from New Jersey Department of Health and other
governmental units, which is one of the conditions to close the
sale. The company will also seek to renew its license issued by
the health department to operate the surgery center.
Surgicare will put its assets up for bidding to "maximize the value
of its estate," according to its attorney, Douglas McGill, Esq., at
Webber McGill, LLC.
The bidding process, which requires court approval, sets a Nov. 24
deadline for potential buyers to place their bids on the assets.
The minimum initial bid is $100,000.
Except for the amount which a potential buyer is willing to pay,
the bid must be substantially the same as the $1.5 million offer
from Mahwah, which will serve as the stalking horse bidder.
As the stalking horse bidder, Mahwah sets the price floor for
bidding in an auction.
The auction will be conducted on Nov. 27 and will take place at the
offices of Webber McGill, LLC in Cedar Knolls, N.J.
In the event Mahwah is not selected as the winning bidder at the
auction, the company will receive expense reimbursement of
$50,000.
A court hearing to consider approval of Surgicare's assets to the
winning bidder is scheduled for Nov. 28.
About Surgicare Surgical
Surgicare Surgical Associates of Mahwah, LLC is a surgical center
in Mahwah, N.J.
Surgicare filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D.N.J. Case No. 23-13624) on April 27,
2023, with as much as $50,000 in assets and $1 million to $10
million in liabilities. Sam Della Fera, Jr., Esq., at Chiesa,
Shahinian & Giantomasi, PC, has been appointed as Subchapter V
trustee.
Judge John K. Sherwood oversees the case.
Douglas J. McGill, Esq., at Weber McGill, LLC is the Debtor's
counsel.
TIMBER PHARMACEUTICALS: NYSE Accepts Plan to Regain Compliance
--------------------------------------------------------------
Timber Pharmaceuticals, Inc. announced that the NYSE American LLC
has accepted the Company's business plan to regain compliance with
the continued listing standards set forth in Sections 1003(a)(i)
and (ii) of the NYSE American Company Guide.
On June 28, 2023, the Company received written notice from the NYSE
American that the Company was not in compliance with Sections
1003(a)(i) and (ii). Section 1003(a)(i) of the NYSE American
Company Guide requires a listed company's stockholders' equity be
at least $2.0 million if it has reported losses from continuing
operations and/or net losses in two of its three most recent fiscal
years. Section 1003(a)(ii) of the NYSE American Company Guide
requires a listed company's stockholders' equity be at least $4.0
million if it has reported losses from continuing operations and/or
net losses in three of its four most recent fiscal years. On Sept.
12, 2023, the NYSE American provided a notice to the Company
accepting the Company's plan to regain compliance and has granted
to the Company a plan period through Dec. 28, 2024.
The Notice has no immediate impact on the listing of the Company's
shares of common stock, par value $0.001 per share, which will
continue to be listed and traded on the NYSE American during the
plan period, subject to the Company's compliance with the other
listing requirements of the NYSE American. The Common Stock will
continue to trade under the symbol "TMBR", with the designation of
".BC" to indicate the status of the Common Stock as "below
compliance". The Notice does not affect the Company's ongoing
business operations or its reporting requirements with the
Securities and Exchange Commission.
During the plan period, the Company will be subject to periodic
review to determine whether it is making progress consistent with
the accepted plan. Failure to make progress consistent with the
plan or to regain compliance with the continued listing standards
by Dec. 28, 2024 could result in the Common Stock being delisted
from the NYSE American. As previously disclosed, the Company has
entered into a definitive agreement to be acquired by LEO US
Holding, Inc., a wholly-owned subsidiary of LEO Pharma A/S, and has
filed a definitive proxy to obtain stockholder approval for the
Merger Agreement and merger transaction. If stockholder approval
is obtained and the merger transaction is consummated, the Common
Stock will be delisted from the NYSE American and deregistered
under the Securities Exchange Act of 1934.
About Timber Pharmaceuticals
Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation --
http://www.timberpharma.com-- is a biopharmaceutical company
focused on the development and commercialization of treatments for
orphan dermatologic diseases. The Company's investigational
therapies have proven mechanisms-of-action backed by decades of
clinical experience and well-established CMC (chemistry,
manufacturing and control) and safety profiles. The Company is
initially focused on developing non-systemic treatments for rare
dermatologic diseases including congenital ichthyosis (CI), facial
angiofibromas (FAs) in tuberous sclerosis complex (TSC), and
localized scleroderma.
Timber reported a net loss and comprehensive loss of $19.38 million
for the year ended Dec. 31, 2022, compared to a net loss and
comprehensive loss of $10.64 million for the year ended Dec. 31,
2021. As of Dec. 31, 2022, the Company had $10.27 million in total
assets, $5.04 million in total liabilities, and $5.23 million in
total stockholders' equity.
Short Hills, New Jersey-based KPMG LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
TRANSOCEAN LTD: Announces $486-Mil. Contract for Deepwater Aquila
-----------------------------------------------------------------
Transocean Ltd. announced a three-year award for the newbuild
ultra-deepwater drillship Deepwater Aquila with a national oil
company for work offshore Brazil. The contract is expected to
commence in the third quarter of 2024 and represents approximately
$486 million in firm backlog, excluding a mobilization fee of
approximately 90 times the contract dayrate.
Transocean has also agreed to acquire the outstanding interests in
Liquila Ventures Ltd., a company formed to acquire the Deepwater
Aquila, from its joint venture partners, Perestroika and Lime Rock
Partners. Following this acquisition, Transocean will own and
operate eight of the twelve ultra-deepwater, 1,400 short-ton
hookload drillships in the world. The Deepwater Aquila is expected
to be delivered from the shipyard in October 2023.
In connection with the execution of the drilling contract for the
Deepwater Aquila and the acquisition of the outstanding interests
in Liquila Ventures Ltd., Transocean is exploring various debt
financing alternatives to partially fund the costs associated with
acquiring the rig from the shipyard and preparing it for its
contract in Brazil.
About Transocean
Transocean Ltd. is an international provider of offshore contract
drilling services for oil and gas wells. The Company specializes
in technically demanding sectors of the offshore drilling business
with a particular focus on ultra-deepwater and harsh environment
drilling services.
Transocean Ltd. reported a net loss of $621 million for the year
ended Dec. 31, 2022, compared to a net loss of $591 million for the
year ended Dec. 31, 2021, a net loss of $568 million for the year
ended Dec. 31, 2020 and a net loss of $1.25 billion for the year
ended Dec. 31, 2019. As of March 31, 2023, the Company had $20.19
billion in total assets, $1.05 billion in total current
liabilities, $8.81 million in total long-term liabilities, and
$10.32 billion in total equity.
* * *
As reported by the TCR on Oct. 18, 2022, S&P Global Ratings raised
the issuer credit rating on Switzerland-domiciled offshore drilling
contractor Transocean Ltd. to 'CCC' from 'SD'. The upgrade reflects
Transocean's enhanced liquidity runway.
TRIM LIFE: Case Summary & 19 Unsecured Creditors
------------------------------------------------
Debtor: Trim Life Labs, LLC
2855 Interstate Dr., Suite 111
Lakeland, FL 33805
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 23-04138
Debtor's Counsel: Harley E. Riedel, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St.
Suite 200
Tampa, FL 33602
Phone: (813) 229-0144
Email: hriedel@srbp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Barry M. Atkins as president.
A copy of the Debtor's list of 19 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/TMVM3SI/Trim_Life_Labs_LLC__flmbke-23-04138__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/TGY2IGY/Trim_Life_Labs_LLC__flmbke-23-04138__0001.0.pdf?mcid=tGE4TAMA
TRIUMPH GROUP: Incurs $18.2 Million Net Loss in First Quarter
-------------------------------------------------------------
Triumph Group, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $18.16 million on $327.14 million of net sales for the three
months ended June 30, 2023, compared to a net loss of $10.34
million on $349.38 million of net sales for the three months ended
June 30, 2022.
As of June 30, 2023, the Company had $1.65 billion in total assets,
$348.37 million in total current liabilities, $1.67 billion in
long-term debt (less current portion), $314.15 million in accrued
pension and other postretirement benefits, $7.44 million in
deferred income taxes, $57.37 million in other noncurrent
liabilities, and a total stockholders' deficit of $751.86 million.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1021162/000095017023041835/tgi-20230630.htm
About Triumph
Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. --
http://www.triumphgroup.com-- designs, engineers, manufactures,
repairs and overhauls a broad portfolio of aerospace and defense
systems, components and structures. The company serves the global
aviation industry, including original equipment manufacturers and
the full spectrum of military and commercial aircraft operators.
Triumph Group reported a net loss of $42.76 million for the year
ended March 31, 2022, compared to a net loss of $450.91 million for
the year ended March 31, 2021. As of Dec. 31, 2022, the Company
had $1.59 billion in total assets, $370.11 million in total current
liabilities, $1.60 billion in long-term debt (less current
portion), $259.67 million in accrued pension and other
postretirement benefits, $7.44 million in deferred income taxes,
$43.05 million in other noncurrent liabilities, and total
stockholders' deficit of $688.06 million.
* * *
In March 2023, S&P Global Ratings affirmed its 'CCC+' issuer credit
rating on Triumph Group Inc. and revised the outlook to stable from
negative. S&P said, "The stable outlook reflects our expectation
that the company's credit metrics will continue to improve
throughout the 2024 fiscal year, driven primarily by growth within
the systems and service segment. We believe financial leverage
will remain above 8x until the back end of fiscal-year 2024 or
early 2025."
UPLAND POINT: No Resident Complaints, PCO Report Says
-----------------------------------------------------
Kim Marheine, the court-appointed patient care ombudsman, filed
with the U.S. Bankruptcy Court for the Western District of
Wisconsin a report regarding the quality of patient care provided
at Upland Point Corporation's health care facility.
The PCO learned from the lead staff that the residents from Spring
House and Hilltop were emergently relocated in the last two weeks
due to staffing issues that had also resulted in some newly
discovered quality concerns. Due to some residual issues with
former staff, the PCO also advised the lead staff to contact Adult
Protective Services and the Office of Caregiver Quality.
During each in-person visit, the PCO attempted to speak with all
available residents, visitors and staff, generally receiving no
complaints. During her August 30th visit, one resident expressed
concerns about a guardian being overly restrictive. The PCO
answered the resident's questions and was declined consent for her
to speak with the guardian or the staff.
The PCO reported that residents have all appeared to be well cared
for. During her August 30th visit, one home was undergoing
refurbishment of resident bedrooms. Staff have been observed to be
interactive with residents, always respectful, and seemingly proud
of the work they do.
A copy of the ombudsman report is available for free at
https://urlcurt.com/u?l=pcrq59 from PacerMonitor.com.
About Upland Point Corporation
Upland Point Corporation, which operates six assisted living
facilities, sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wisc. Case No. 20-12186) on Aug. 21,
2020, with as much as $1 million in both assets and liabilities.
Judge Catherine J. Furay oversees the case.
Michelle A. Angell, Esq., at Krekeler Strother, S.C. is the
Debtor's legal counsel.
WELCOME GROUP: Court OKs Interim Cash Collateral Access
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Eastern Division, at Columbus, authorized Welcome Group 2, LLC and
affiliates to use the cash collateral of RSS WFCM2019-C50-OH WG2,
LLC c/o Rialto Capital Advisors, LLC, on an interim basis, in
accordance with the budget, with a 15% variance.
The Debtors require the use of cash collateral to fund ongoing
profitable operations, to preserve the going concern value of the
Debtors, and to pay necessary administrative expenses of these
cases and United States Trustee Fees.
As previously reported by the Troubled Company Reporter, on April
9, 2019, the Debtors executed and delivered to Secured Lender a
Promissory Note in the original principal sum of $21.3 million.
Pursuant to Schedule 1A of the Loan Agreement, $2.475 million of
the original principal sum of the Note was allocated to Welcome
Group 2, LLC (Super 8 Zanesville), $7.8 million to Hilliard Hotels,
LLC (Hampton Inn), and $3.750 million to Dayton Hotels, LLC (Hotel
at Dayton South). In addition, $2.7 million and $4.575 million of
the original principal sum of the Note was allocated to two
additional non-debtor hotels, Elite Hospitality, LLC (Quality Inn
and Suites) and Dayton Hotels 2, LLC (Best Western Plus Englewood),
respectively.
Secured Lender filed a Complaint in the Montgomery County Common
Pleas Court against Debtors on December 28 2021, Case No. 2021 CV
05237, alleging Debtors had defaulted under the terms of the Loan
Agreement. Ultimately, the appointment of a Receiver was approved
by the Montgomery County Common Pleas Court. The Receiver took over
operational control of all three Debtor hotels and two non-debtor
affiliated hotels on August 8, 2023, almost immediately shutting
down the non-debtor affiliate hotels Quality Inn and Suites in
Obetz, Ohio and Best Western Plus in Englewood, Ohio.
The Secured Lender asserted it properly perfected its security
interest in certain collateral owned by Hilliard Hotels, LLC by
recording (1) a mortgage recorded on April 15, 2019 with the Shelby
County, Ohio Recorder, instrument number 201900001739, (2) an
assignment of rents recorded on April 15, 2019 with the Shelby
County, Ohio Recorder, instrument number 201900003046, and (3) by
filing a UCC-1 Financing Statement on April 11, 2019 with the Ohio
Secretary of State, Initial Filing Number OH00229716850.
Secured Lender asserts through the State Court Litigation that it
holds a first priority properly perfected security interest in all
real and personal property of Hilliard Hotels, LLC based on the
Hilliard Mortgage, Hilliard Assignment of Rents, and Hilliard
Financing Statement. Secured Lender asserts that the Hilliard
Collateral includes but is not limited to the real estate located
at 1600 Hampton Court, Sidney, OH 45365 which is valued at $10.8
million.
The parties that assert an interest in the cash collateral are the
U.S. Small Business Administration, Itria Ventures, LLC, Dayton
Hotels LLC, Itria Ventures, LLC, and U.S. Foods, Inc.
These events constitute an "Event of Default":
(a) the case is either dismissed or converted to a case under
Chapter 7 of the Bankruptcy Code;
(b) a trustee or examiner with expanded powers is appointed in
the Case;
(c) any of the Debtors cease operations of their businesses or
takes any material action for the purpose of effecting such
cessation without the prior written consent of Secured Lender or
filing a Motion with the Court seeking to do so;
(d) the Interim Order is reversed, vacated, stayed, amended,
supplemented or otherwise modified in a manner which shall
materially and adversely affect the rights of Secured Lender
thereunder or will materially and adversely affect the priority of
any or all of Secured Lender's claims, liens or security interests
and which is not acceptable to the Secured Lender;
(e) the Court will not have entered a further interim order on
the Motion or a Final Order on or before the last day of the Budget
Period covered by the Interim Order;
(f) the Debtors' failure to comply with or perform the terms
and provisions of the Interim Order or any prior interim order
entered in regard to the Motion, in strict adherence to the time
period set forth therein, including, without limitation, making the
payments required by the Interim Order and/or using cash collateral
other than in accordance with the provisions of the Budget and the
Interim Order;
(g) any superpriority claim or lien equal or superior in
priority to that granted to the parties being provided Adequate
Protection pursuant to the Interim Order or permitted thereunder
will be granted;
(h) the automatic stay of Bankruptcy Code Section 362 is
lifted so as to allow a party other than the Secured Lender to
proceed against any material asset of the Debtors, the materiality
of which is to be determined by the Court.
A final hearing on the matter is set for October 25, 2023 at 10
a.m.
A copy of the order is available at https://urlcurt.com/u?l=gXmxKo
from PacerMonitor.com.
About Welcome Group 2, LLC
Welcome Group 2, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S. D. Ohio Case No. 23-53044) on September
1, 2023. In the petition signed by Abhijit Vasani, as president,
InnVite Opco, Inc., sole member, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge C. Kathryn Preston oversees the case.
Denis E. Blasius, Esq., at Thomsen Law Group, LLC, represents the
Debtor as legal counsel.
WESCO DISTRIBUTION: Fitch Hikes LongTerm IDR to BB+, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings
(IDRs) of WESCO International, Inc. and WESCO Distribution, Inc.
(collectively, WESCO) to 'BB+' from 'BB'. The Rating Outlook is
Stable. Fitch has also upgraded WESCO Distribution's and Anixter
Inc.'s senior unsecured notes to 'BB+'/'RR4' from 'BB'/'RR4' and
WESCO International's preferred stock to 'BB-'/'RR6' from
'B+'/'RR6'. Fitch has affirmed WESCO Distribution's ABL facility at
'BBB-'/'RR1'.
The upgrade reflects Fitch's expectation that WESCO's EBITDA
leverage will be sustained below 3.5x and FCF margins will recover
as supply chain bottlenecks improve and the company's inventory
levels normalize. WESCO has deleveraged ahead of Fitch expectations
as the company continues to benefit from strong end market demand
and long-term secular trends that have supported backlog growth,
while delivering on synergy realization and margin expansion
targets. The company's scale, strong market position and
diversification of end markets are supporting factors of the
rating.
KEY RATING DRIVERS
Sub-3.5x Leverage Forecasted: WESCO's Fitch calculated EBITDA
leverage fell to 3.3x at the end of 2022 driven by EBITDA
expansion. The company benefitted from market growth, higher
prices, gross margin improvement and cost synergies in 2022. Fitch
expects WESCO to manage its leverage profile (EBITDA leverage)
under 3.5x while executing on its growth strategy as the company
continues to benefit from secular trends. Fitch believes capital
allocation will refocus on growth opportunities including M&A and
returning capital to shareholders, but will remain within the
company's guidance of net leverage range of 2.0x to 3.5x. Fitch
expects WESCO to approach M&A in a balanced manner, targeting
smaller, bolt-on acquisitions.
Working Capital Normalization: Supply chain disruptions led to high
working capital investments in 2021 and 2022 as the company needed
to hold products and materials in inventory for longer than usual.
The resulting working capital outflow also affected the company's
near-term cash flow generation and leverage. Supply chain
constraints are normalizing with the company's inventory levels,
which fell by about $150 million in the second quarter and expected
to fall further in the second half. Fitch expects the normalization
in working capital requirements will allow the company to pay down
a portion its revolver and mark a sustained recovery in FCF
margins.
FCF Margin Recovery: Fitch expects FCF margins to recover to 2% in
2023 and 3% in 2024 as working capital outflows normalize. WESCO
generated about $300 million in FCF in the second quarter as
inventory levels decline and is guiding for FCF of $500 to $700
million for the full year. WESCO has historically generated
relatively stable FCF, which Fitch views as a positive credit
driver. Cash generation is typically counter-cyclical for
distributors as they have the flexibility to unload inventory while
scaling back purchases in periods of downturn.
Secular Trends Support Growth: Fitch expects WESCO's sales to grow
by about mid-single digits over the forecast period as the company
benefits from long-term secular trends including electrification,
automation and grid-modernization. Demand in industrial,
non-residential construction, utility and other end markets remains
strong and the company's backlog was 6% higher yoy as of the end of
June 30, 2023. WESCO could continue to realize additional upside if
it is able to capture further revenue synergies from the Anixter
acquisition.
Diversified Business Profile: WESCO serves a balanced mix of end
markets including industrial, construction, utilities and data
communications. The company's diversification helps offset the
cyclicality of end markets and its exposure to residential
construction is minimal. WESCO also has well diversified product
lines, suppliers and customers. The company has approximately
150,000 customers with its top 10 customers accounting for just 10%
of 2022 sales.
Leading N.A. Market Position: Fitch believes WESCO 's leading
market position in the electrical and data communication
distribution industry in North America is supportive of the credit
profile. The overall market remains highly fragmented, with few
competitors with meaningful market share. WESCO expects to benefit
from further industry consolidation with market share gains
contributing to growth in the medium-term. Fitch expects that WESCO
will further strengthen its market position and bolster its growth
through bolt-on acquisitions. Fitch also believes there are
competitive advantages including operational leverage and increased
market position defensibility through broad customer and supplier
relationships.
DERIVATION SUMMARY
WESCO has an operating profile similar to IT focused distributors
such as Avnet, Inc. (BBB-/Stable), Ingram Micro Inc. (BB-/Stable)
and Arrow Electronics, Inc. (BBB-/Stable) with EBITDA margins in
the mid-to-high single digits and counter-cyclical free cash flow.
The company has successfully deleveraged, mainly through EBITDA
growth, following the integration of Anixter, Inc. but leverage
remains higher than Avnet, Inc. and Arrow Electronics, Inc.
Compared with more industrial-focused distributors such as HD
Supply, Inc., WESCO has greater scale, lower profitability margins,
and comparable end-market cyclicality.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer:
- Revenue growing by mid-single digits annually over the forecast
period as the company benefits from secular trends and bolt-on
acquisitions;
- EBITDA margins sustained at current levels of around 8%, which
reflects price increases, cost synergies and the impact of the
Anixter acquisition;
- Common stock dividends of $80 million per annum beginning in 2023
with excess capital returned to shareholders though share
repurchases;
- FCF margins improve to around 2% and 3% in 2023 and 2024,
respectively, on the back of normalizing cash conversion cycle;
- Effective interest rate of about 6% through 2026;
- Preferred stock dividend of $57 million per year and preferred
shares redeemed when they become redeemable in 2025.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
- Commitment to a conservative capital allocation policy leading to
EBITDA Leverage sustained below 3.0x, along with a debt structure
consisting mostly of unsecured debt;
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
- A less conservative policy leading to EBITDA leverage sustained
above 3.5x;
- A deterioration in the operating profile or working capital
management leading to heightened variability or a sustained
contraction in FCF margin;
- An inability to implement or execute on management strategy
leading to a deterioration in the operating profile, higher costs,
or loss of market share.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of June 30, 2023, WESCO had total
liquidity of approximately $903 million comprised of $314 million
of available cash, $529 million of revolver availability, net of
borrowings, letters of credit and borrowing base reserves and $75
million of availability under its receivables facility.
WESCO 's debt structure as of June 30, 2023 consisted of $1,175
million outstanding on a $1,725 million revolving ABL facility,
$1,550 million outstanding on its AR securitization facility, and
$2.8 billion of senior unsecured notes.
The company's subsidiary, WESCO Distribution, Inc. is the issuer of
$1.5 billion of 7.125% unsecured notes due 2025 and $1.325 billion
of unsecured notes due 2028. The company has $4.2 million of 6%
unsecured notes due 2025 issued by Anixter Inc. outstanding as of
June 30, 2023. Additionally, the company had approximately $3.3
million outstanding on other international lines of credit.
Fitch assigns 50% equity credit (EC) to the $540.3 million Series A
Preferred Stock, as the instrument is senior only to common equity
and does not contain any material covenants or events of default.
The coupon is cumulative, which limits further EC considerations.
ISSUER PROFILE
WESCO International is a global distributor of electrical and
communications products and provider of logistics and supply chain
services.
ESG CONSIDERATIONS
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
WESCO
Distribution, Inc. LT IDR BB+ Upgrade BB
senior
unsecured LT BB+ Upgrade RR4 BB
senior secured LT BBB- Affirmed RR1 BBB-
WESCO
International, Inc. LT IDR BB+ Upgrade BB
preferred LT BB- Upgrade RR6 B+
Anixter Inc.
senior
unsecured LT BB+ Upgrade RR4 BB
WHEELS UP: Appoints George Mattson as CEO
-----------------------------------------
Wheels Up Experience Inc. has appointed George N. Mattson as its
new chief executive officer, as the Company charts its future as a
leader in private jet travel. Mattson brings 25 years of aviation
experience to the role, as a strategic advisor, financier, business
owner and operator, and director.
"In 10 years, Wheels Up has grown from a startup into a global
leader in private aviation, with a strong consumer brand and loyal
member community," Mattson said. "I look forward to leading the
Wheels Up team, with the operational, commercial, strategic and
financial support of Delta and our other new investors. Delivering
best-in-class operating performance and exceptional customer
experiences, consistently and profitably, will attract more members
to our community as we begin the next chapter of the Wheels Up
story."
"George is an exceptional business leader whose background will be
instrumental to the continued success of Wheels Up," said Delta CEO
Ed Bastian. "With new leadership in place, Wheels Up is
well-positioned to drive strategic, operational and financial
improvements for its customers and stakeholders in the months and
years ahead."
Mattson is a longstanding member of Delta's Board of Directors. He
previously served as a partner and co-head of the Global
Industrials Group in Investment Banking at Goldman, Sachs & Co.
from 2002 to 2012, during which time his responsibilities included
oversight of the Transportation and Airline practices. Since 2014,
he has been the lead investor and Chairman of Tropic Ocean Airways,
the nation's second-largest operator of seaplanes. Tropic Ocean
Airways is a Wheels Up partner.
"I look forward to working with George as he brings his expertise
and leadership to Wheels Up," said Dan Janki, Wheels Up Chairman
and Delta's chief financial officer. "I would also like to thank
interim CEO Todd Smith for his leadership through this period of
transition at Wheels Up. The changes made during his tenure are
expected to stabilize the business and will help drive future
profitability and an elevated experience for our members. Todd
will continue his work as Wheels Up CFO."
Mattson will be based in Atlanta, home to the recently opened
Wheels Up state-of-the-art Member Operations Center, which
centralizes all of the company's operational functions. Mattson's
first official day is expected to be in early October.
"Our alignment with Delta provides an incredible opportunity for
the first time in aviation history to create seamless experiences
between the separate ecosystems of private and commercial travel,"
Mattson said. "I'm thrilled to be working with our world class
team and our great partners to realize this tremendous potential in
the years to come."
"I am very enthusiastic about the future of Wheels Up. George is
an exceptional choice to lead the company through this important
time. He will serve customers, employees, and stakeholders
consistent with the elevated experiences that have always defined
Wheels Up," said Kenny Dichter, Founder. "The entire Wheels Up
community has my unwavering support on the journey ahead."
Wheels Up previously announced a non-binding agreement in principle
for an up to $500 million facility, which is expected to include
funds contributed by Delta Air Lines, CK Opportunities Fund I, LP,
which is co-managed by affiliates of Certares Management LLC and
Knighthead Capital Management LLC, and certain other lenders. The
transaction is subject to completing definitive documentation, as
well as customary closing conditions and other approvals.
Wheels Up, which offers membership-based and on-demand private jet
services, is a meaningful part of Delta's broad portfolio of
premium partners. The relationship dates to 2020, when Delta
Private Jets combined with Wheels Up. Delta provides Wheels Up
members with an array of benefits, including access to Delta
flights, the opportunity to earn Delta SkyMiles and the ability to
earn toward Medallion Status through spend on Wheels Up flights.
About Wheels Up
Headquartered in New York, Wheels Up is a provider of on-demand
private aviation in the U.S. and one of the largest private
aviation companies in the world. Wheels Up offers a complete
global aviation solution with a large, modern and diverse fleet,
backed by an uncompromising commitment to safety and service.
Customers can access membership programs, charter, aircraft
management services and whole aircraft sales, as well as unique
commercial travel benefits through a strategic partnership with
Delta Air Lines. Wheels Up also offers freight, safety and security
solutions and managed services to individuals, industry, government
and civil organizations.
Wheels Up reported a net loss of $555.55 million in 2022, a net
loss of $197.23 million in 2021, and a net loss of $85.40 million
in 2020.
Wheels Up said in its Form 10-Q for the period ended June 30, 2023,
that "The Company had cash and cash equivalents of $151.8 million
and a working capital deficit of $720.8 million as of June 30,
2023. Net cash used in operating activities was $411.7 million for
the six months ended June 30, 2023, and the Company has experienced
recurring losses from operations for the six months ended June 30,
2023. Further, the Company's Note Purchase Agreement and the
Indentures...and related guarantees contain a liquidity covenant
that requires the Company to maintain minimum Adjusted Available
Liquidity of $125.0 million as of the end of each fiscal quarter,
and the Company's Letter Agreement contains a liquidity covenant
that requires the Company (excluding Air Partner Limited and its
subsidiaries) to maintain available cash of at least $5.0 million
on any date...These conditions, as well as current cash and
liquidity projections, raise substantial doubt about our ability to
continue as a going concern for any meaningful period of time after
the date of this filing."
WHEELS UP: Stevens Sainte-Rose Quits as Chief People Officer
------------------------------------------------------------
Stevens Sainte-Rose, the chief people officer of Wheels Up Partners
LLC, an indirect subsidiary of Wheels Up Experience Inc., notified
the Company of his decision to resign effective as of Oct. 2, 2023
in order to pursue a new opportunity.
Mr. Sainte-Rose's decision to resign was not due to any
disagreement with the Company or its subsidiaries on any matter
relating to its operations, policies or practices, as disclosed by
the Company in a Form 8-K filed with the Securities and Exchange
Commission.
About Wheels Up
Headquartered in New York, Wheels Up is a provider of on-demand
private aviation in the U.S. and one of the largest private
aviation companies in the world. Wheels Up offers a complete
global aviation solution with a large, modern and diverse fleet,
backed by an uncompromising commitment to safety and service.
Customers can access membership programs, charter, aircraft
management services and whole aircraft sales, as well as unique
commercial travel benefits through a strategic partnership with
Delta Air Lines. Wheels Up also offers freight, safety and
security solutions and managed services to individuals, industry,
government and civil organizations.
Wheels Up reported a net loss of $555.55 million in 2022, a net
loss of $197.23 million in 2021, and a net loss of $85.40 million
in 2020.
Wheels Up said in its Form 10-Q for the period ended June 30, 2023,
"The Company had cash and cash equivalents of $151.8 million
and a working capital deficit of $720.8 million as of June 30,
2023. Net cash used in operating activities was $411.7 million for
the six months ended June 30, 2023, and the Company has experienced
recurring losses from operations for the six months ended June 30,
2023. Further, the Company's Note Purchase Agreement and the
Indentures...and related guarantees contain a liquidity covenant
that requires the Company to maintain minimum Adjusted Available
Liquidity of $125.0 million as of the end of each fiscal quarter,
and the Company's Letter Agreement contains a liquidity covenant
that requires the Company (excluding Air Partner Limited and its
subsidiaries) to maintain available cash of at least $5.0 million
on any date...These conditions, as well as current cash and
liquidity projections, raise substantial doubt about our ability to
continue as a going concern for any meaningful period of time after
the date of this filing."
WORKDAY INC: Egan-Jones Retains B Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company on September 1, 2023, maintained its 'B'
foreign currency and local currency senior unsecured ratings on
debt issued by Workday, Inc. EJR also withdraws rating on
commercial paper issued by the Company.
Headquartered in Pleasanton, California, Workday, Inc. provides
enterprise cloud-based applications.
WYATT LLC: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: The Wyatt, LLC
4930 S. Center Street
Murray, UT 84107
Business Description: The Wyatt is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 20, 2023
Court: United States Bankruptcy Court
District of Utah
Case No.: 23-24195
Debtor's Counsel: Roger A. Kraft, Esq.
ROGER A. KRAFT ATTORNEY AT LAW, P.C.
7660 S. Holden St
Midvale, UT 84047
Phone: 801-255-8550
Email: roger@rogerkraftlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John Belcher as authorized
representative of the Debtor.
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/FLRFKBI/The_Wyatt_LLC__utbke-23-24195__0001.0.pdf?mcid=tGE4TAMA
YELLOW CORP: Estes Express Lines Selected as Stalking Horse Bidder
------------------------------------------------------------------
Yellow Corporation and its affiliates asked the U.S. Bankruptcy
Court for the District of Delaware to approve Estes Express Lines'
$1.525 billion offer as the stalking horse bid.
Estes Express Lines offered to pay $1.525 billion in cash (subject
to adjustments) for the companies' assets, which include real
properties and contracts that will be assigned to the buyer as part
of the sale. It also offered to assume the companies’ liabilities
including their obligations under the assigned contracts and place
a deposit, which is 5% of the cash payment.
Estes Express Lines' current offer is an increase from its original
offer of $1.3 billion, outbidding a $1.5 billion offer from
trucking company Old Dominion Freight Line, Inc.
As the stalking horse bidder, Estes Express Lines sets the price
floor for bidding in an auction.
In the event Estes Express Lines is not selected as the winning
bidder at the auction, the company will receive a break-up fee of
$7.5 million and expense reimbursement of up to $1.6 million.
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
said the companies' agreement with the stalking horse bidder "will
not chill bidding, but rather, will foster a competitive process."
Ms. Davis Jones said the companies will continue to solicit "higher
or otherwise better proposals" for the assets.
The companies had earlier asked the bankruptcy court to approve a
bidding process to maximize value for the assets covered by the
stalking horse agreement.
Under the bidding process, bids from other potential buyers must be
received by Nov. 9, at 5:00 p.m. (prevailing Eastern Time).
The bankruptcy court will hold an auction on Nov. 27, at 2:30 p.m.
(prevailing Eastern Time). The winning bidder and the back-up
bidder at the auction will be announced on Dec. 1 through a notice
to be filed with the court.
A hearing to consider approval of the sale to the winning bidder is
scheduled for Dec. 12. The deadline for filing objections to the
sale is Dec. 8.
About Yellow Corp
Yellow Corporation -- www.myyellow.com -- operates logistics and
less-than-truckload (LTL) networks in North America, providing
customers with regional, national, and international shipping
services throughout. Yellow's principal office is in Nashville,
Tenn., and is the holding company for a portfolio of LTL brands
including Holland, New Penn, Reddaway, and YRC Freight, as well as
the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp had
$2,152,200,000 in total assets against $2,588,800,000 in total
liabilities. The petitions were signed by Matthew A. Doheny as
chief restructuring officer.
Kirkland & Ellis LLP is serving as the Company's restructuring
counsel, Pachulski Stang Ziehl & Jones LLP is serving as the
Company's Delaware local counsel, Kasowitz, Benson and Torres LLP
is serving as special litigation counsel, Goodmans LLP is serving
as the Company's special Canadian counsel, Ducera Partners LLC is
serving as the Company's investment banker, and Alvarez and Marsal
is serving as the Company's financial advisor. Epiq Bankruptcy
Solutions serves as claims and noticing agent.
Milbank LLP, serves as counsel to certain investment funds and
accounts managed by affiliates of Apollo Capital Management, L.P.
White & Case, LLP serves as counsel to Beal Bank USA.
Arnold & Porter Kaye Scholer, LLP serves as counsel to the United
States Department of the Treasury.
Alter Domus Products Corp., the Administrative Agent to the DIP
Lenders, is represented by Holland & Knight, LLP.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Benttree Custom Homes, LLC
Bankr. D. Ariz. Case No. 23-06350
Chapter 11 Petition filed September 12, 2023
See
https://www.pacermonitor.com/view/UDNNBMY/BENTTREE_CUSTOM_HOMES_LLC__azbke-23-06350__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas H. Allen, Esq.
ALLEN, JONES & GILES, PLC
E-mail: tallen@bkfirmaz.com
In re Juventino Moreno Vazquez and Lorena Moreno
Bankr. C.D. Cal. Case No. 23-15905
Chapter 11 Petition filed September 12, 2023
represented by: Onyinye Anyama, Esq.
In re Phillip Andre Peoples
Bankr. C.D. Cal. Case No. 23-11860
Chapter 11 Petition filed September 12, 2023
represented by: Stephen Burton, Esq.
In re Stephen P. Collins and Elizabeth A. Collins
Bankr. M.D. Fla. Case No. 23-03755
Chapter 11 Petition filed September 12, 2023
represented by: Aldo Bartolone, Esq.
In re 294 NW 54 LLC
Bankr. S.D. Fla. Case No. 23-17304
Chapter 11 Petition filed September 12, 2023
See
https://www.pacermonitor.com/view/SX6HHYY/294_NW_54_LLC__flsbke-23-17304__0001.0.pdf?mcid=tGE4TAMA
represented by: Elias Leonard Dsouza, Esq.
DSOUZA AND WALTON LAW GROUP PA
E-mail: dtdlaw@aol.com
In re Da Vinci Dental, Ltd.
Bankr. N.D. Ill. Case No. 23-12085
Chapter 11 Petition filed September 12, 2023
See
https://www.pacermonitor.com/view/NUNKQ4I/Da_Vinci_Dental_Ltd__ilnbke-23-12085__0001.0.pdf?mcid=tGE4TAMA
represented by: O. Allan Fridman, Esq.
LAW OFFICE OF ALLAN FRIDMAN
E-mail: allan@fridlg.com
In re Lisa M Wardwell
Bankr. D. Maine Case No. 23-10174
Chapter 11 Petition filed September 12, 2023
represented by: Tanya Sambatakos, Esq.
In re Juan Ambrosio Lameiro Aguayo and Sonia Esther Caro Esteras
Bankr. D.P.R. Case No. 23-02873
Chapter 11 Petition filed September 12, 2023
represented by: Jesus Batista Sanchez, Esq.
In re Baljinder Singh and Ritu Singh
Bankr. E.D. Cal. Case No. 23-12041
Chapter 11 Petition filed September 13, 2023
represented by: Leonard Kaiser Welsh, Esq.
In re Carpio Garcia Guintu and Maria Rhoda Isip Laquindanum
Bankr. E.D. Cal. Case No. 23-23167
Chapter 11 Petition filed September 13, 2023
represented by: Arasto Farsad, Esq.
In re National Paver Systems, Inc.
Bankr. N.D. Cal. Case No. 23-41164
Chapter 11 Petition filed September 13, 2023
See
https://www.pacermonitor.com/view/6A2GHCQ/National_Paver_Systems_Inc__canbke-23-41164__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re William Armstrong Pieragostini
Bankr. D. Conn. Case No. 23-50557
Chapter 11 Petition filed September 13, 2023
In re Daniel Joseph Demery, Sr.
Bankr. M.D. Fla. Case No. 23-02180
Chapter 11 Petition filed September 13, 2023
In re Elliot Gordon Luka
Bankr. S.D. Fla. Case No. 23-17338
Chapter 11 Petition filed September 13, 2023
represented by: Mark Roher, Esq.
In re Homes at Lawrence Homeowners Association, Inc.
Bankr. S.D. Fla. Case No. 23-17333
Chapter 11 Petition filed September 13, 2023
See
https://www.pacermonitor.com/view/H26WL3A/Homes_at_Lawrence_Homeowners_Association__flsbke-23-17333__0001.0.pdf?mcid=tGE4TAMA
represented by: Hayley G. Harrison, Esq.
BAST AMRON LLP
E-mail: hharrison@bastamron.com
In re Kirby Construction Group, LLC
Bankr. N.D. Ga. Case No. 23-58909
Chapter 11 Petition filed September 13, 2023
See
https://www.pacermonitor.com/view/RWNCCCQ/Kirby_Construction_Group_LLC__ganbke-23-58909__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
E-mail: paul.marr@marrlegal.com
In re Paul Amato
Bankr. E.D.N.Y. Case No. 23-43253
Chapter 11 Petition filed September 13, 2023
represented by: H. Bronson, Esq.
In re Roberto Ramirez
Bankr. N.D. Tex. Case No. 23-32029
Chapter 11 Petition filed September 13, 2023
represented by: Eric Liepins, Esq.
In re Diaz Farms, LLC
Bankr. D. Ariz. Case No. 23-06441
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/TCO23FA/DIAZ_FARMS_LLC__azbke-23-06441__0001.0.pdf?mcid=tGE4TAMA
represented by: Thomas H. Allen, Esq.
ALLEN, JONES & GILES, PLC
E-mail: tallen@bkfirmaz.com
In re Luxury Auto Carriers, Inc.
Bankr. M.D. Fla. Case No. 23-03803
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/4FADXTY/Luxury_Auto_Carriers_Inc__flmbke-23-03803__0001.0.pdf?mcid=tGE4TAMA
represented by: Daniel A. Velasquez, Esq.
LATHAM, LUNA EDEN & BEAUDINE LLP
E-mail: dvelasquez@lathamluna.com
In re Robert Fischetti
Bankr. M.D. Fla. Case No. 23-03795
Chapter 11 Petition filed September 14, 2023
In re Voyager Travel, Inc.
Bankr. M.D. Fla. Case No. 23-04045
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/HMQCPGQ/Voyager_Travel_Inc__flmbke-23-04045__0001.0.pdf?mcid=tGE4TAMA
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: All@tampaesq.com
In re Zetti's Maple Inc. aka Zetti's Pizza & Pasta
Bankr. W.D.N.Y. Case No. 23-10876
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/ARG3E3I/Zettis_Maple_Inc_aka_Zettis_Pizza__nywbke-23-10876__0001.0.pdf?mcid=tGE4TAMA
represented by: Frederick J. Gawronski, Esq.
COLLIGAN LAW, LLP
E-mail: fgawronski@colliganlaw.com
In re Deborah A. Roe
Bankr. D. Ore. Case No. 23-32077
Chapter 11 Petition filed September 14, 2023
represented by: Theodore Piteo, Esq.
In re The Finish Man, LLC
Bankr. E.D. Pa. Case No. 23-12767
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/NEDOWQA/The_Finish_Man_LLC__paebke-23-12767__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin Kercher, Esq.
KERCHER LAW OFFICES
E-mail: kevin@kercherlaw.com
In re Gettysburg Rental and Outdoor Power Equipment Center, LLC
Bankr. M.D. Pa. Case No. 23-02095
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/6GPZGWI/Gettysburg_Rental_and_Outdoor__pambke-23-02095__0001.0.pdf?mcid=tGE4TAMA
represented by: Brent C. Diefenderfer, Esq.
CGA LAW FIRM
E-mail: Bdiefenderfer@cgalaw.com
In re Optime LLC
Bankr. D.P.R. Case No. 23-02908
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/PMZNF5I/OPTIME_LLC__prbke-23-02908__0001.0.pdf?mcid=tGE4TAMA
represented by: Nilda Gonzalez Cordero, Esq.
NILDA GONZALEZ CORDERO
E-mail: ngonzalezc@ngclawpr.com
In re Envy Me Weight Loss, Laser, Aesthetics and More Management
LLC
Bankr. S.D. Tex. Case No. 23-33562
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/7XXAULI/Envy_Me_Weight_Loss_Laser_Aesthetics__txsbke-23-33562__0001.0.pdf?mcid=tGE4TAMA
represented by: Eddie R. Lane, III, Esq.
E.R. LANE AND ASSOCIATES
E-mail: eddie@erlane.com
In re Bryan B Davis
Bankr. D. Utah Case No. 23-24067
Chapter 11 Petition filed September 14, 2023
represented by: Adam Ford, Esq.
In re Cascade Financial & Funding LLC
Bankr. W.D. Wash. Case No. 23-41571
Chapter 11 Petition filed September 14, 2023
See
https://www.pacermonitor.com/view/A6RSCYA/Cascade_Financial__Funding_LLC__wawbke-23-41571__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re 3248 Home, LLC
Bankr. S.D. Fla. Case No. 23-17430
Chapter 11 Petition filed September 15, 2023
See
https://www.pacermonitor.com/view/66NUPDQ/3248_Home_LLC__flsbke-23-17430__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul DeCailly, Esq.
PAUL DECAILLY
E-mail: pdecailly@dlg4me.com
In re 665 Home, LLC
Bankr. S.D. Fla. Case No. 23-17431
Chapter 11 Petition filed September 15, 2023
See
https://www.pacermonitor.com/view/IAWGS7A/665_Home_LLC__flsbke-23-17431__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul DeCailly, Esq.
PAUL DECAILLY
E-mail: pdecailly@dlg4me.com
In re Superior Street Power Sports LLC
Bankr. S.D. Fla. Case No. 23-17433
Chapter 11 Petition filed September 15, 2023
See
https://www.pacermonitor.com/view/V4SAB2A/Superior_Street_Power_Sports_LLC__flsbke-23-17433__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
E-mail: bsb@bgglaw.com
In re Atlantic Hills LLC
Bankr. S.D. Fla. Case No. 23-17432
Chapter 11 Petition filed September 15, 2023
See
https://www.pacermonitor.com/view/IITK5KY/Atlantic_Hills_LLC__flsbke-23-17432__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
E-mail: bsb@bgglaw.com
In re Superior Street Golf Carts LLC
Bankr. S.D. Fla. Case No. 23-17434
Chapter 11 Petition filed September 15, 2023
See
https://www.pacermonitor.com/view/ZJKP25I/Superior_Street_Golf_Carts_LLC__flsbke-23-17434__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian S. Behar, Esq.
BEHAR, GUTT & GLAZER, P.A.
E-mail: bsb@bgglaw.com
In re Timothy John House
Bankr. N.D. Ga. Case No. 23-21036
Chapter 11 Petition filed September 15, 2023
represented by: William Rountree, Esq.
In re Ceola C. Henderson
Bankr. N.D. Ill. Case No. 23-12267
Chapter 11 Petition filed September 15, 2023
represented by: Karen Porter, Esq.
In re EDC 2370, LLC
Bankr. E.D. Wisc. Case No. 23-24219
Chapter 11 Petition filed September 15, 2023
See
https://www.pacermonitor.com/view/CVIBL7Q/EDC_2370_LLC__wiebke-23-24219__0001.0.pdf?mcid=tGE4TAMA
represented by: Jonathan V. Goodman, Esq.
LAW OFFICES OF JONATHAN V. GOODMAN
E-mail: jonathanvgoodman@gmail.com
In re Pedro Juan Rivera Amador
Bankr. D.P.R. Case No. 23-02932
Chapter 11 Petition filed September 16, 2023
represented by: Jesus Batista Sanchez, Esq.
In re Lojerky, Inc.
Bankr. N.D. Cal. Case No. 23-51058
Chapter 11 Petition filed September 17, 2023
See
https://www.pacermonitor.com/view/RLTX4DY/Lojerky_Inc__canbke-23-51058__0001.0.pdf?mcid=tGE4TAMA
represented by: Arasto Farsad, Esq.
FARSAD LAW OFFICE, P.C.
E-mail: Farsadlaw1@gmail.com
In re Pesto 1, Inc.
Bankr. D. Ariz. Case No. 23-06473
Chapter 11 Petition filed September 18, 2023
See
https://www.pacermonitor.com/view/VCHKWZA/PESTO_1_INC__azbke-23-06473__0001.0.pdf?mcid=tGE4TAMA
represented by: Allan D. NewDelman, Esq.
ALLAN D. NEWDELMAN, P.C.
E-mail: anewdelman@adnlaw.net
In re Earl Freddy Invest C, LLC
Bankr. N.D. Cal. Case No. 23-41179
Chapter 11 Petition filed September 18, 2023
See
https://www.pacermonitor.com/view/VZDKXVQ/Earl_Freddy_Invest_C_LLC__canbke-23-41179__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Agni Pet Services, Inc.
Bankr. S.D. Cal. Case No. 23-02813
Chapter 11 Petition filed September 18, 2023
See
https://www.pacermonitor.com/view/HQBZFAI/Agni_Pet_Services_Inc__casbke-23-02813__0001.0.pdf?mcid=tGE4TAMA
represented by: Deepalie Milie Joshi, Esq.
JOSHI LAW GROUP
E-mail: milie@joshilawgroup.com
In re Darjen, Inc.
Bankr. S.D. Fla. Case No. 23-17470
Chapter 11 Petition filed September 18, 2023
See
https://www.pacermonitor.com/view/LMVBZVQ/Darjen_Inc__flsbke-23-17470__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian K. McMahon, Esq.
BRIAN K. MCMAHON, PA
E-mail: briankmcmahon@gmail.com
In re Brad Thomas Dudley
Bankr. S.D. Fla. Case No. 23-17447
Chapter 11 Petition filed September 18, 2023
represented by: Maria Gonzalez, Esq.
In re Innvantage Group, Inc.
Bankr. N.D. Ill. Case No. 23-12352
Chapter 11 Petition filed September 18, 2023
See
https://www.pacermonitor.com/view/RI23BZA/Innvantage_Group_Inc__ilnbke-23-12352__0001.0.pdf?mcid=tGE4TAMA
represented by: Timothy C. Culbertson, Esq.
E-mail: tcculb@gmail.com
In re DMVH LLC
Bankr. D. Nev. Case No. 23-14026
Chapter 11 Petition filed September 18, 2023
See
https://www.pacermonitor.com/view/43QUMKQ/DMVH_LLC__nvbke-23-14026__0001.0.pdf?mcid=tGE4TAMA
represented by: Jonathon R. Patterson, Esq.
HURTIK LAW & ASSOCIATES
E-mail: jpatterson@hurtiklaw.com
In re Corretto LLC
Bankr. S.D.N.Y. Case No. 23-11503
Chapter 11 Petition filed September 18, 2023
See
https://www.pacermonitor.com/view/MDZ62ZQ/Corretto_LLC__nysbke-23-11503__0001.0.pdf?mcid=tGE4TAMA
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM PLLC
E-mail: lmorrison@m-t-law.com
In re Salvador Mora
Bankr. W.D. Wash. Case No. 23-41590
Chapter 11 Petition filed September 18, 2023
Filed Pro Se
*********
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
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On Thursdays, the TCR delivers a list of recently filed
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liabilities delivered to nation's bankruptcy courts. The list
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then-ending.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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