/raid1/www/Hosts/bankrupt/TCR_Public/231025.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, October 25, 2023, Vol. 27, No. 297
Headlines
1397 STANLEY: Case Summary & Six Unsecured Creditors
ADVANCE INTERNATIONAL: Taps Marc Voisenat as Bankruptcy Attorney
AEROSPACE ENGINEERING: Taps Davis & Bott CPA's as Accountant
AIR METHODS: Case Summary & 30 Largest Unsecured Creditors
ALL FOR ONE: Posts $90,672 Net Loss for June 30 Quarter
ARCHBISHOP OF BALTIMORE: Hires Ordinary Course Professionals
ARCHBISHOP OF BALTIMORE: Taps Holland & Knight as Legal Counsel
ARCHBISHOP OF BALTIMORE: Taps Keegan Linscott as Financial Advisor
ARCIMOTO INC: Chief Legal Officer and Secretary Resigns
ARDELYX INC: Signs Third Amended Loan Agreement With SLR Investment
ARETEC GROUP: Moody's Confirms 'B2' CFR, Outlook Stable
B3 ELECTRIC: Seeks to Hire Harlin Parker as Bankruptcy Counsel
BANNEKER SUPPLY: Hires Hollis Meddings as Financial Advisor
BARRETTS MINERALS: Future Claimants Taps Young Conaway as Counsel
BARRETTS MINERALS: U.S. Trustee Appoints Creditors' Committee
BDC GROUP: Creditors to Get Proceeds From Liquidation
BEASLEY BROADCAST: Falls Short of Nasdaq Minimum Bid Price Rule
BENDED PAGE: Taps Onsager Fletcher Johnson Palmer LLC as Counsel
BENITAGO INC: Seeks to Hire Stretto Inc as Administrative Advisor
BITNILE METAVERSE: Registers 25MM Shares for Possible Resale
BITNILE METAVERSE: Registration of 15.7MM Shares Now Effective
BLINK CHARGING: May Sell Up to $400MM in Securities
BLUE STAR: Regains Compliance With Nasdaq Listing Requirement
BLUELINX HOLDINGS: Moody's Affirms Ba3 CFR, Outlook Remains Stable
BROOKWOOD VILLAGE: Unsecureds to Split $92K in Liquidating Plan
BURKE BRANDS: Gets OK to Hire Sodl & Ingram as Real Estate Counsel
CAPTAIN YURI'S: U.S. Trustee Unable to Appoint Committee
CENTRAL OKLAHOMA: U.S. Trustee Appoints Creditors' Committee
CGEN HOLDINGS: Taps Andrews & Leung as Real Estate Counsel
CHAMINADE UNIVERSITY: Moody's Affirms 'Ba3' Issuer Rating
CLIENT FIRST: Seeks to Hire Katie Goodman as Liquidating Trustee
CUENTAS INC: Proposes to Acquire 75% Stake in World Health Energy
DAYBREAK OIL: Delays 10-Q Filing for Period Ended Aug. 31
DAYBREAK OIL: Delays Filing of Financial Report
DIAMOND CREEK: Trustee Gets OK to Hire Rincon Law as Counsel
DIRECT TEXTILE: Case Summary & One Unsecured Creditor
DMK PHARMACEUTICALS: Appoints Seth Cohen as Chief Financial Officer
DMK PHARMACEUTICALS: Nasdaq Says Prior Notice Issued in Error
DRJ GROUP: Seeks to Hire West & West Attorneys as Legal Counsel
DULING SONS: Trustee Taps Berkeley Research Group as Accountant
EDGEWELL PERSONAL: S&P Alters Outlook to Stable, Affirms 'BB' ICR
EISNER ADVISORY: Moody's Cuts Rating on Revolver Loans to 'B2'
ELETSON HOLDINGS: U.S. Trustee Appoints Creditors' Committee
ELITE INVESTMENT: Taps AKG | Christie's International as Broker
EMPLOYBRIDGE HOLDING: Moody's Alters Outlook on B2 CFR to Negative
EYECARE PARTNERS: $440MM Bank Debt Trades at 37% Discount
FALLING TIMBERS: Hires Lefkovitz & Lefkovitz as Legal Counsel
FARADAY FUTURE: Metaverse Horizon Buys $1M Worth of Class A Shares
FARADAY FUTURE: Regains Compliance With Board Composition Rule
FREE SPEECH: Seeks to Tap Red Balloon as Executive Recruiter
FREEDOM 26: Case Summary & Five Unsecured Creditors
FREEDOM PLUMBERS: Taps RoganMillerZimmerman PLLC as Local Counsel
FUTURE PRESENT: Unsecured Creditors to Split $50K over 4 Years
GAUCHO GROUP: Investor Converts Portion of Debt for Equity
GAUCHO GROUP: Updates Stakeholders on Valuation of Assets
GIGA-TRONICS INC: Investors Swap Prior Notes for New Notes Due 2024
GRAN TIERRA: S&P Lowers Senior Unsecured Debt Rating to 'B-'
GREENHEART NY: Unsecureds Will Get 100% of Claims over 5 Years
HAWKEYE ENTERTAINMENT: Case Summary & Six Unsecured Creditors
HELLO BELLO: Files Voluntary Chapter 11 Bankruptcy Petition
HEYWOOD HEALTHCARE: U.S. Trustee Appoints Creditors' Committee
HIGH VALLEY: Seeks to Hire Stretto as Administrative Advisor
HIGH VALLEY: Seeks to Tap Emerald Capital Advisors to Provide CRO
HIGH VALLEY: Taps Young Conaway Stargatt & Taylor as Legal Counsel
HIGHLAND PROPERTY: Seeks to Hire Calaiaro Valencik as Counsel
ICAP ENTERPRISES: U.S. Trustee Appoints Creditors' Committee
INSTANT BRANDS: 91% Markdown for $450MM Bank Debt Due 2028
INSULATED WALL: Seeks to Hire Kerkman & Dunn as Bankruptcy Counsel
INTELLIPHARMACEUTICS: Posts $1.9 Million Net Loss in Third Quarter
IRIS HOLDING: S&P Downgrades ICR to 'CCC+', Outlook Stable
JAG CONTRACTORS: Gets OK to Tap Richard Hall as Bankruptcy Counsel
KORN FERRY: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
LA FUENTE: Seeks to Hire Jose Luis Castillo as Bankruptcy Counsel
LEBANON PLATINUM: Taps Banyan Tree as Hotel Management Company
LEXARIA BIOSCIENCE: Enters New Global License Deal With SulfoSyn
LEXARIA BIOSCIENCE: Fails to Comply With Nasdaq Bid Price Rule
LILIUM NV: Starts Private Sales of eVTOL Jets in U.S. Market
MATTRESS DIRECT: Case Summary & 20 Largest Unsecured Creditors
MERRILL PROPERTIES: Seeks to Tap Murray Company Realtors as Broker
MID-KANSAS REAL: Unsecured Creditors to be Paid in Full in Plan
MOLEKULE GROUP: Seeks to Hire Ossentjuk & Botti as Special Counsel
MOLEKULE INC: Seeks to Hire Yocca Law Firm as Special Counsel
MOLEKULE INC: Taps KapilaMukamal as Business Valuation Appraiser
MOLEKULE INC: Taps Moecker Auctions as Personal Property Appraiser
MUZIK INC: Hires Levene, Neale, Bender, Yoo & Golubchik as Counsel
MUZIK INC: Seeks to Hire Erceg Partners as Financial Advisor
NOVO HEALTH: Hires Coker Group Holdings as Sale Consultant
OIL DADDY: Seeks to Hire Barron & Newburger as Bankruptcy Counsel
PACIFIC BEND: Unsecureds Owed $2M to be Paid in Full in Plan
PHUNWARE INC: Nasdaq Extends Compliance Deadline Until April 2024
PLATINUM COACH: Seeks to Extend Plan Exclusivity to March 7, 2024
POLAR US: Moody's Lowers CFR to Caa1 & Alters Outlook to Negative
POSEIDON INVESTMENT: S&P Upgrades ICR to 'CCC+', Outlook Stable
PURPLE PEONY: Case Summary & 20 Largest Unsecured Creditors
RED APPLE: Seeks to Hire Paul Reece Marr as Bankruptcy Counsel
RITE AID: Fitch Lowers LongTerm IDR to 'D' on Bankr. Filing
S VALLEY VIEW: Case Summary & Nine Unsecured Creditors
SOFT SURROUNDINGS: Comm. Taps Province LLC as Financial Advisor
SOFT SURROUNDINGS: Committee Taps Cole Schotz P.C. as Co-Counsel
SOFT SURROUNDINGS: Committee Taps Kelley Drye as Lead Counsel
SORRENTO THERAPEUTICS: Hires Deloitte Tax as Tax Advisor
SOUND INPATIENT: $200MM Bank Debt Trades at 68% Discount
SOUND INPATIENT: $215MM Bank Debt Trades at 93% Discount
SOUND INPATIENT: $610MM Bank Debt Trades at 66% Discount
SPI ENERGY: Falls Short of Nasdaq Bid Price Requirement
STAT EMERGENCY: Seeks to Hire Orbitbid.com as Auctioneer
STEELCASE INC: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable
SYSTEM1 INC: Moody's Lowers CFR to 'B2', Placed On Further Review
TEXAS CORRAL: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel
TGC SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
THERATECHNOLOGIES INC: Finalizes Amendment to Marathon Credit Deal
TITAN CONCRETE: Seeks to Hire HBM Management to Provide CROs
TPT GLOBAL: Loses 15c2-11 Status Due to Form 10-Q Late Filing
UNCONDITIONAL LOVE: Case Summary & 30 Largest Unsecured Creditors
URBAN ONE: Nasdaq Extends Stay of Suspension Order
USRE 257: Seeks to Hire Silverang Rosenzweig as Attorney
VENTURE GLOBAL: Moody's Rates $4BB Secured Notes 'B1', Outlook Pos.
VISTAGEN THERAPEUTICS: BVF Inc. Reports 9.99% Equity Stake
VISTAGEN THERAPEUTICS: Citadel Entities Report 5.6% Equity Stake
W LOFTS: Trustee Hires Kelleher & Sadowsky as Real Estate Broker
WEWORK INC: Reaches Deal With President and COO to End Employment
WORTHINGTON INDUSTRIES: Moody's Assigns 'Ba1' CFR, Outlook Stable
XPLORNET COMMS: $995MM Bank Debt Trades at 31% Discount
YH&R CONSTRUCTION: Gets OK to Hire James Wilkins as Legal Counsel
[*] Fitch Puts 5 Issuers UCO on New Corporate Recovery Ratings
[*] Liability Management Takes Spotlight at Nov 29 DI Conference
[*] Moody's Takes Rating Actions on 65 Tranches of 32 EETC Series
*********
1397 STANLEY: Case Summary & Six Unsecured Creditors
----------------------------------------------------
Debtor: 1397 Stanley LLC
56 Patchen Ave.
Brooklyn, NY 11221
Business Description: The Debtor is the owner of real property
located at 1397 Stanley Ave., Brooklyn, NY
valued at $560,000.
Chapter 11 Petition Date: October 24, 2023
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 23-43861
Judge: Hon. Nancy Hershey Lord
Debtor's Counsel: Btzalel Hirschhorn, Esq.
SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV,
LLP
80-02 Kew Gardens Road
Suite 600
Kew Gardens, NY 11415
Tel: 718-263-6800
Fax: 718-520-9401
Email: Bhirschhorn@sbagk.com
Total Assets: $560,000
Total Liabilities: $6,408,842
The petition was signed by Etai Vardi as manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/TR5VBIQ/1397_Stanley_LLC__nyebke-23-43861__0001.0.pdf?mcid=tGE4TAMA
ADVANCE INTERNATIONAL: Taps Marc Voisenat as Bankruptcy Attorney
----------------------------------------------------------------
Advance International Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to employ Marc
Voisenat, Esq., a practicing attorney in Alameda, Calif., to handle
its Chapter 11 case.
Mr. Voisenat will be paid at the rate of $450 per hour. In
addition, the attorney will receive reimbursement for out-of-pocket
expenses incurred.
On Sep. 28, 2023, Mr. Voisenat received a retainer in the sum of
$10,000.
Mr. Voisenat disclosed in a court filing that he is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Mr. Voisenat holds office at:
Marc Voisenat, Esq.
2329A Eagle Avenue
Alameda, CA 94501
Tel: (510) 263-8664
Fax: (510) 272-9158
About Advance International Inc.
Advance International Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No.
23-41268) on Oct. 1, 2023. The petition was signed by Shahmard
Ghorbani as CEO. At the time of filing, the Debtor estimated $10
million to $50 million in both assets and liabilities.
Judge William J Lafferty presides over the case.
Marc Voisenat, Esq. at the LAW OFFICE OF MARC VOISENAT represents
the Debtor as counsel.
AEROSPACE ENGINEERING: Taps Davis & Bott CPA's as Accountant
------------------------------------------------------------
Aerospace Engineering & Support, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Utah to employ Davis & Bott
CPA's, L.C. as its accountants.
The firm will render these services:
a. advise it regarding matters of tax law and tax filings;
b. assist it from time to time with respect to corporate or
other business law matters that may be necessary or appropriate in
this case; and
c. assist it in carrying out its duties under the Bankruptcy
Code.
The accountant responsible for the above services is Brandon B.
Broadhead. Mr. Broadhead's current hourly rate is $240.
Mr. Broadhead assured the court that Davis & Bott CPA's is
"disinterested" within the meaning of Sec. 101(14) of the
Bankruptcy Code and does not have any connection with the Debtor,
its creditors, or any party in interest in this case, or their
respective attorneys or accountants.
The firm can be reached through:
Brandon B. Broadhead, CPA
Davis & Bott CPA'S, L.C.
50 W Forest St STE #101
Brigham City, UT 84302
Telephone: (435) 723-5224
About Aerospace Engineering & Support
Aerospace Engineering & Support, Inc., sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Utah Case No.
23-22868) on July 7, 2023. In the petition signed by Lacey Remkes,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Peggy Hunt oversees the case.
The Debtor is represented by M. Darin Hammond, Esq., at Smith
Knowles, P.C.
AIR METHODS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Sixteen affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Air Methods Corporation (Lead Case) 23-90886
5500 South Quebec Street
Suite 300
Greenwood Village, Colorado 80111
United Rotorcraft Solutions, LLC 23-90885
ASP AMC Holdings, Inc. 23-90887
ASP AMC Intermediate Holdings, Inc. 23-90888
Air Methods Telemedicine, LLC 23-90889
Mercy Air Service, Inc. 23-90890
LifeNet, Inc. 23-90891
Rocky Mountain Holdings, L.L.C. 23-90892
Air Methods Tours, Inc. 23-90893
Tri-State Care Flight, L.L.C 23-90894
Advantage LLC 23-90895
Enchantment Aviation, Inc. 23-90896
Native Air Services, Inc. 23-90897
Native American Air Ambulance, Inc. 23-90898
AirMD, LLC 23-90899
Midwest Corporate Air Care, LLC 23-90900
Business Description: Founded in 1980, Air Methods is a provider
of air medical emergency services in the
United States, providing more than 100,000
transports per year while offering
clinical quality, safety, and life-saving
care to patients across the country.
Headquartered in Greenwood Village,
Colorado, the Company operates a fleet of
approximately 390 helicopters and fixed-wing
aircraft serving 47 states from over 275
bases located in 40 different states.
Chapter 11 Petition Date: October 24, 2023
Court: United States Bankruptcy Court
Southern District of Texas
Judge: Hon. Marvin Isgur
Debtors' Counsel: Gabriel A. Morgan, Esq.
WEIL, GOTSHAL & MANGES LLP
700 Louisiana Street, Suite 1700
Houston, Texas 77002
Tel: (713) 546-5000
Fax: (713) 224-9511
Email: Gabriel.Morgan@weil.com
- and -
Ray C. Schrock, Esq.
Kelly DiBlasi, Esq.
Kevin Bostel, Esq.
Alexander P. Cohen, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: Ray.Schrock@weil.com
Kelly.DiBlasi@weil.com
Kevin.Bostel@weil.com
Alexander.Cohen@weil.com
Debtors'
Investment
Banker: LAZARD FRERES & Co. LLC
30 Rockefeller Plaza
New York, NY, 10112
Debtors'
Financial
Advisor: ALVAREZ & MARSAL
600 Madison Ave
New York, New York 10022
Debtors'
Claims,
Noticing &
Solicitation
Agent and
Administrative
Advisor: EPIQ CORPORATE RESTRUCTURING, LLC
777 Third Avenue
New York, New York 10017
Estimated Assets
(on a consolidated basis): $1 billion to $10 billion
Estimated Liabilities
(on a consolidated basis): $1 billion to $10 billion
The petitions were signed by Christpher J. Brady as authorized
signatory.
A full-text copy of the Lead Debtor's petition is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RLTVPMY/Air_Methods_Corporation__txsbke-23-90886__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Wilmington Trust, National Prepetition $516,666,666
Association Unsecured
Attn.: Heather Ford, Sr. Wealth Notes
Advisor, Sr. V.P.
One M&T Plaza
Buffalo, New York 14240
Phone: (888) 456‐9361
Email: hford@wilmingtontrust.com
2. Safran Helicopter Engines USA Trade Payable $4,648,973
Attn.: Thierry Derrien, Vice President
2709 North Forum Drive
Grand Prairie, Texas 75052
Phone: (972) 606‐8108
Email: thierry.derrien@safrangroup.com
3. Vanderbilt University Trade Payable $2,332,098
Medical Center
Attn.: Cecelia Moore,
CFO & Treasurer
1211 Medical Center Drive
Nashville, Tennessee 37232
Attn.: Cecelia Moore, CFO & Treasurer
Phone: (615) 322‐5000
Email: cecelia.b.moore@vumc.org
4. JeffStat Trade Payable $2,273,820
Attn.: Kevin Kleinschmidt, Director
111 S 11th Street, Suite 2130
Philadelphia, Pennsylvania 19107
Phone: (215) 955‐4444
Email: kevin.kleinschmidt@jefferson.edu
5. Mercy Medical Center ‐ Trade Payable
$2,101,110
Financial Operations
Attn.: Nancy Hill‐Davis, Sr.
V.P. & Chief Talent Officer
207 Crocker Street
Des Moines, Iowa 50309
Phone: (641) 428‐7000
Email: nldavis@mercycare.org
6. Airbus Helicopters Inc. Trade Payable $1,662,332
Attn.: Romain Trapp, President &
Head of North America
2701 Forum Drive
Grand Prairie, Texas 75052
Phone: (972) 641‐0000
Email: airbussupply@airbus.com
7. Sikorsky Aircraft Corp. Trade Payable $1,525,042
Attn.: Paul Lemmo, President
6900 Main Street
P.O. Box 9729
Stratford, Connecticut 06615
Phone: (301) 240‐6000
Email: paul.lemmo@lmco.com
8. University of Iowa Trade Payable $1,270,555
Department of Emergency Medicine
Attn.: Barbara Wilson, President
200 Hawkins Drive, 1008 RCP
Iowa City, Iowa 52242
Phone: (319) 356‐2233
Email: barbara‐wilson@uiowa.edu
9. Standard Aero Ltd. Trade Payable $1,102,025
Attn.: Lloyd Barker, Sr. V.P.
Quality & Engineering
33 Allen Dyne Road
Winnipeg, Manitoba 60675
Canada
Phone: (204) 775‐9711
Email: lloyd.barker@standardaero.com
10. Pratt & Whitney Trade Payable $950,713
Engine Services
Attn.: Shane Eddy, President
11190 Valley View Street
Cypress, California 90630
Phone: (714) 373‐0110
Email: shane.eddy@utc.com
11. FlightSafety International Trade Payable $862,832
Attn.: Spencer Power, Director
3100 Easton Square Place, Suite 100
Columbus, Ohio 43219
Phone: (201) 559‐0211
Email: spencer.power@flightsafety.com
12. Lehigh Valley Health Network Trade Payable $770,933
Office of Philanthropy
Attn.: Brian Nester, President/CEO
2100 Mack Boulevard
Allentown, Pennsylvania 18105
Phone: (570) 426‐2900
Email: brian.nester@lvhn.org
13. Bell Textron Inc. Trade Payable $760,122
Attn.: Lisa Atherton, COO
3255 Bell Helicopter Boulevard
Fort Worth, Texas 76118
Attn.: Lisa Atherton, COO
Phone: (817) 280‐2011
Email: latherto@systems.textron.com
14. Unity Point Health Trade Payable $679,443
Attn.: James Arnett, President & CEO
4949 West Town Parkway, Suite 255
West Des Moines, Iowa 50309
Phone: (515) 241‐6212
Email: james.arnett@unitypoint.org
15. Gaumard Scientific Co. Inc. Trade Payable $568,417
Attn.: Steven Black, Controller
14700 SW 136th Street
Miami, Florida 33196
Phone: (305) 971‐3790
Email: stevenb@gaumard.com
16. HealthNet Aeromedical Services Trade Payable $553,499
Attn.: Stephen Seitz
110 Wyoming Street, Suite 101
Charleston, West Virginia 25302
Phone: (304) 340‐8000
Email: stephen.seitz@healthnetcct.com
17. LifeNet Trade Payable $482,559
Attn.: Rony Thomas, President & CEO
6225 St. Michael Drive
Texarkana, Texas 75503
Phone: (800) 832‐6395
Email: rony_thomas@lifenethealth.org
18. Kawak Aviation Technologies Inc. Trade Payable $454,550
Attn.: R. Michael Reightley, President
20690 Carmen Loop, Suite 102
Bend, Oregon 97702
Phone: (541) 385‐5051
Email: sales@kawakaviation.com
19. 24‐7 Networks Inc. Trade Payable
$449,763
Attn.: Jairo Ramirez, CEO/General Manager
116 Inverness Drive East, Suite 200
Englewood, Colorado 80112
Phone: (303) 991‐2224
Email: jramirez@247networks.com
20. Mercy Health React Trade Payable $407,507
Attn.: Javon Bea, President & CEO
580 N Washington Street
Janesville, Wisconsin 53548
Phone: (608) 755‐5362
Email: mcare@mhemail.org
21. Hackensack University Medical Trade Payable $403,126
Attn.: Joseph Lemaire, President
30 Prospect Avenue
Hackensack, New Jersey 07601
Phone: (551) 996‐2000
Email: joseph.lemaire@hackensackmeridian.org
22. Able Aerospace Services Trade Payable $394,294
Attn.: Travis Tyler, V.P./General Manager
7706 E Velocity Way APO
Mesa, Arizona 8521
Phone: (602) 304‐1227
Email: travis.tyler@ableengineering.com
23. Carle Foundation Hospital Trade Payable $386,225
Attn: James Leonard,
Chief Information Officer
611 W Park Street
Urbana, Illinois 6160
Phone: (217) 383‐3311
Email: james.leonard@emory.edu
24. Hillaero Modification Center Trade Payable $385,578
Attn.: Doug Hill, Manager
4055 North Park Road, Municipal APO
Lincoln, Nebraska 68524
Phone: (402) 474‐5074
Email: dhill@hillaero.com
25. Avionic Instruments, Inc. Trade Payable $379,858
Attn.: Stephen Gross, President
1414 Randolph Avenue
Avenel, New Jersey 07001
Phone: (732) 388‐3500
Email: sgross@avionicinstruments.com
26. UMass Memorial Medical Center Trade Payable $353,635
Attn.: Francesco Aiello, V.P. of UMass
Memorial Medical Group
281 Lincoln Street
Worcester, Massachusetts 01605
Phone: (508) 334‐1000
Email: francesco.aiello@umassmed.edu
27. Precision Heliparts Inc. Trade Payable $341,891
Attn.: Adam Feet, President & CEO
495 Lake Mirror Road
Building 800, Suite G
Atlanta, Georgia 30349
Phone: (404) 768‐9090
Email: dmast@precisionaviationgroup.com
28. McKesson Medical Surgical Trade Payable $339,841
Attn.: Jeff Druzak, V.P. Business Development
8741 Landmark Road
Richmond, Virginia 23228
Phone: (855) 571‐2100
Email: druzak.jeff@mckgenmed.com
29. Goodway Group Inc. Trade Payable $311,967
Attn.: Mike Jenoski, President
228 Park Ave S., PMB 81524
New York, New York 10003
Phone: (877) 274‐9881
Email: mjenoski@goodwaygroup‐ma.com
30. DuFour Aerospace AG Trade Payable $300,000
Attn.: Philippe Lutz, CFO
Seewjinenstrasse 6
VISP, 3930 Switzerland
Phone: +41 78 770 50 82
Email: philippe@dufour.aero
ALL FOR ONE: Posts $90,672 Net Loss for June 30 Quarter
-------------------------------------------------------
All For One Media Corp. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $90,672 on $2,561 of revenues for the three months ended June
30, 2023. For the nine months ended June 30, 2023, net loss
attributable to All For One Media Corp. amounted to $454,142 on
$7,010 of revenues.
As of June 30, 2023, All for One Media had $7,645 in total assets,
$16,069,618 in total liabilities, and a total stockholders' deficit
of $16,061,973.
For the nine months ended June 30, 2023, the Company had net loss
of $456,405 from a net income of $6,441,042 for the same period in
2022. Net cash used in operations for the nine months ended June
30, 2023, was $112,833 from $399,066 for the same period in 2022.
The Company had an accumulated deficit of $26,162,405, a working
capital deficit of $15,924,473 and a stockholders' deficit of
$16,061,973 as of June 30, 2023. As of June 30, 2023, the Company
had $2,805,637 of gross convertible notes and $2,540,411 of gross
notes payable outstanding.
As of June 30, 2023, the Company had defaulted on certain
convertible notes payable with aggregate outstanding principal
amount of $1,102,821. These matters raise substantial doubt about
the Company's ability to continue as a going concern for the next
12 months.
"The ability to continue as a going concern is dependent upon the
Company generating profitable operations in the future such as
selling the completed Movie and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due. The Company's
ability to raise additional capital through the future issuances of
common stock is unknown. The obtainment of additional financing,
the successful development of the Company's contemplated plan of
operations, and its transition, ultimately, to the attainment of
profitable operations are necessary for the Company to continue
operations," the Company stated.
About All For One Media
All for One Media Corp., incorporated in the State of Utah on March
2, 2004, is a media and entertainment company focused on creating,
launching and marketing original pop music groups commonly referred
to as "boy bands" and "girl groups." The Company's former
operations were in the business of acquiring, training, and
reselling horses with an emphasis in the purchase of thoroughbred
weanlings or yearlings that were resold as juveniles. All For One
is in the business of targeting the lucrative tween demographic
across a multitude of entertainment platforms. The Company expects
to generate revenues from movie receipts, sales, downloads and
streaming of original recorded music, videos, motion pictures,
music publishing, live performances, licensed merchandise and
corporate sponsorships.
Boca Raton, Florida-based Salberg & Company, P.A., the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Dec. 29, 2022, citing that the Company has a net
income and cash used in operations of $1,835,497 and $496,569,
respectively, for the year ended September 30, 2022. The net income
was primarily the result of a gain from the extinguishment of debt
and gain on debt modification. Additionally, the Company had an
accumulated deficit, stockholders' deficit and working capital
deficit of $25,708,263, $15,725,345 and $15,587,845 as of September
30, 2022. These matters raise substantial doubt about the
Company's ability to continue as a going concern.
ARCHBISHOP OF BALTIMORE: Hires Ordinary Course Professionals
------------------------------------------------------------
Roman Catholic Archbishop of Baltimore seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to employ certain
professionals retained in the ordinary course of business.
The OCPs include:
Aon Consulting, Inc.
29695 Network Place
Chicago, Illinois 60673
-- Actuarial Services
Brady, Renner & Co., Inc.
3026 Mitchellville Rd., Ste. 203
Bowie, Maryland 20716
-- Accounting; Internal Audits
C.E.A. Scholtes & Associates
106 Tunbridge Road
Baltimore, Maryland 21212
-- Accounting; Internal Audits
Kristin Ford
18 Spring Garden Drive
Madison, New Jersey 07940
-- Accounting Services
Grant Thornton LLP
33960 Treasury Center
Chicago, Illinois 60694-3900
-- External Audit Firm
Heffernan Insurance Brokers /
Porter & Curtis
P.O. Box 737006
Dallas, Texas 75373-7006
-- Insurance Broker
Insurance Buyers Council Inc.
9720 Greenside Drive, St. 1E
Cockeysville, Maryland 21030-5033
-- Actuarial Services
Lipman Frizzel & Mitchell LLC
13900 Stilt Street
Clarksburg, Maryland 20871
-- Real Estate
Mercer Health & Benefits
P.O. Box 905234
Charlotte, North Carolina 28290-5234
-- Health & Benefit
Plan Consultant
Miles & Stockbridge P.C.
P.O. Box 746592
Atlanta, Georgia 30374-6592
-- Legal (Immigration)
Smith & Downey, P.A.
320 E. Towsontown Blvd., Ste. 1
East Baltimore, Maryland 21286
-- Legal (Human Resources/Retirement Plans)
Turnbull, Hoover & Kahl P.A.
217 Glenn St., Ste 200
Cumberland, Maryland 21502
-- Accounting; Internal Audits
Weyrich, Cronin & Sorra Chartered
20 Wight Ave, Ste. 210
Hunt Valley, Maryland 21030
Accounting; Internal
-- Audits
Each OCP's total compensation and reimbursement will not exceed
$30,000 for each month starting from the first full month after the
petition date.
About Roman Catholic Archbishop of Baltimore
Roman Catholic Archbishop of Baltimore is a non-profit religious
institution that maintains its principal place of business at 320
Cathedral Street, Baltimore, Maryland 21201. Consistent with Canon
Law and Maryland law, the RCAB holds property, including real
property, as a corporation sole for the purposes of erecting
churches, parsonages, burial grounds, or schools according to the
discipline and government of the Roman Catholic Church, with all
such property to be used only for such purposes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on September 29,
2023. In the petition signed by William E. Lori, archbishop, the
Debtor disclosed up to $500 million in assets and up to $1 billion
in liabilities.
Judge Michelle M. Harner oversees the case.
YVS LAW, LLC and HOLLAND & KNIGHT LLP represent the Debtor as legal
counsel.
KEEGAN LINSCOTT & ASSOCIATES, PC is the financial and restructuring
advisor and EPIQ CORPORATE RESTRUCTURING LLC is the claims,
noticing, and balloting agent.
ARCHBISHOP OF BALTIMORE: Taps Holland & Knight as Legal Counsel
---------------------------------------------------------------
Roman Catholic Archbishop of Baltimore seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to hire Holland &
Knight LLP as its counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued management and operation of its business and
property;
(b) advise and consult on the conduct of this Chapter 11
case;
(c) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(d) take all necessary actions to protect and preserve the
Debtor's estate;
(e) prepare pleadings in connection with this Chapter 11
case;
(f) represent the Debtor in connection with obtaining
authority to continue using cash collateral and obtaining
post-petition financing;
(g) advise the Debtor in connection with any potential sale of
assets;
(h) appear before this court and any appellate courts to
represent the interests of the Debtor's estate;
(i) advise the Debtor regarding tax matters;
(j) take any necessary action on behalf of the Debtor to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a Chapter 11 plan and all documents related to
the foregoing; and
(k) perform all other necessary legal services for the Debtor
in connection with the prosecution of this Chapter 11 case.
The hourly rates of the firm's counsel and staff are as follows:
Phillip Evans, Partner $1,050
Blake Roth, Partner $710
Tyler Layne, Partner $700
Nicholas Miller, Associate $455
Hannah Berny, Associate $425
Scott Kunde, Associate $405
Chris Cronk, Paralegal $355
Ann Marie Jezisek, Paralegal $240
In addition, the firm will seek reimbursement for expenses
incurred.
On August 28, 2023, the firm received $75,000 from the Debtor as an
advance payment retainer in connection with this engagement.
The firm also provided the following in response to the request for
additional information set forth in Paragraph D.1. of the U.S.
Trustee Guidelines:
a. Holland & Knight has not agreed to a variation of its
standard or customary billing arrangements for this engagement.
b. None of Holland & Knight's professionals included in this
engagement have varied their rate based on the geographic location
of the Chapter 11 Case.
c. Holland & Knight was retained by the Debtor pursuant to the
Engagement Letter dated as of July 15, 2019. The material terms of
the prepetition engagement are the same as the terms described in
the Application and herein, and the billing rates have not changed
other than periodic annual increases as provided in the Engagement
Letter and explained in the Application.
d. The Debtor has approved or will be approving a prospective
budget and staffing plan for Holland & Knight's engagement for the
postpetition period as appropriate. In accordance with the U.S.
Trustee Guidelines, the budget may be amended as necessary to
reflect changed or unanticipated developments.
Blake Roth, Esq., a partner at Holland & Knight, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Blake D. Roth, Esq.
HOLLAND & KNIGHT LLP
511 Union Street, Suite 2700
Nashville, TN 37219
Telephone: (615) 244-6380
Facsimile: (615) 244-6804
Email: blake.roth@hklaw.com
About Roman Catholic Archbishop of Baltimore
Roman Catholic Archbishop of Baltimore is a non-profit religious
institution that maintains its principal place of business at 320
Cathedral Street, Baltimore, Maryland 21201. Consistent with Canon
Law and Maryland law, the RCAB holds property, including real
property, as a corporation sole for the purposes of erecting
churches, parsonages, burial grounds, or schools according to the
discipline and government of the Roman Catholic Church, with all
such property to be used only for such purposes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on September 29,
2023. In the petition signed by William E. Lori, archbishop, the
Debtor disclosed up to $500 million in assets and up to $1 billion
in liabilities.
Judge Michelle M. Harner oversees the case.
YVS LAW, LLC and HOLLAND & KNIGHT LLP represent the Debtor as legal
counsel.
KEEGAN LINSCOTT & ASSOCIATES, PC is the financial and restructuring
advisor and EPIQ CORPORATE RESTRUCTURING LLC is the claims,
noticing, and balloting agent.
ARCHBISHOP OF BALTIMORE: Taps Keegan Linscott as Financial Advisor
------------------------------------------------------------------
Roman Catholic Archbishop of Baltimore seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to hire Keegan
Linscott & Associates, PC as its financial advisor.
The firm's services include:
a) performing a review of Debtor information, including
historical audited and internal financial statements, budgets and
forecasts, operating reports, other pertinent materials, and
auditors' management letters;
b) preparing required financial reports and analyses for the
Debtor's management and other professionals, creditors and other
stakeholders;
c) assisting the Debtor in the development of financial
strategies with respect to the restructuring and reorganization of
the Debtor or other strategic alternatives with respect to the
Debtor; and
d) assisting the Debtor in reviewing and analyzing proposals
for the restructuring and reorganization of the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Director $350 - $375
Manager $250 - $275
Supervisor $200
Senior $150
Staff $125
In addition, the firm will seek reimbursement for expenses
incurred.
Christopher Linscott, co-founder of Keegan Linscott & Associates,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Christopher G. Linscott
Keegan Linscott & Associates, PC
3443 N. Campbell Ave., #115
Tucson, AZ 85719
Telephone: (520) 884-0176
Facsimile: (520) 884-8767
Email: clinscott@keeganlinscott.com
About Roman Catholic Archbishop of Baltimore
Roman Catholic Archbishop of Baltimore is a non-profit religious
institution that maintains its principal place of business at 320
Cathedral Street, Baltimore, Maryland 21201. Consistent with Canon
Law and Maryland law, the RCAB holds property, including real
property, as a corporation sole for the purposes of erecting
churches, parsonages, burial grounds, or schools according to the
discipline and government of the Roman Catholic Church, with all
such property to be used only for such purposes.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-16969) on September 29,
2023. In the petition signed by William E. Lori, archbishop, the
Debtor disclosed up to $500 million in assets and up to $1 billion
in liabilities.
Judge Michelle M. Harner oversees the case.
YVS LAW, LLC and HOLLAND & KNIGHT LLP represent the Debtor as legal
counsel.
KEEGAN LINSCOTT & ASSOCIATES, PC is the financial and restructuring
advisor and EPIQ CORPORATE RESTRUCTURING LLC is the claims,
noticing, and balloting agent.
ARCIMOTO INC: Chief Legal Officer and Secretary Resigns
-------------------------------------------------------
John W. Dorbin, Jr., who has served as the chief legal officer and
secretary of Arcimoto, Inc., notified the Company of his decision
to resign from his position, effective Oct. 19, 2023.
Mr. Dorbin's resignation from the Company is not due to any
disagreement with the Company or any matter relating to any of the
Company's operations, policies or practices, according to a Form
8-K filed by the Company with the Securities and Exchange
Commission.
About Arcimoto, Inc.
Based in Eugene, Oregon, Arcimoto, Inc. -- http://arcimoto.com--
designs and manufactures electric vehicles. Built on the
revolutionary three-wheel Arcimoto Platform, its vehicles are
purpose-built for daily driving, local delivery, and emergency
response, all at a fraction of the cost and environmental impact of
traditional gas-powered vehicles.
Arcimoto reported a net loss of $62.88 million in 2022 following a
net loss of $47.56 million in 2021.
Portland, Oregon-based Deloitte & Touche LLP, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 14, 2023, citing that the Company has incurred
significant losses and does not have sufficient cash on hand to
meet its obligations as they come due, which raises substantial
doubt about its ability to continue as a going concern.
ARDELYX INC: Signs Third Amended Loan Agreement With SLR Investment
-------------------------------------------------------------------
Ardelyx, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that it entered into a Third Amendment to Loan
and Security Agreement, by and among the Company, as borrower, SLR
Investment Corp., as collateral agent and the lenders party
thereto, which amends the Company's Loan and Security Agreement,
dated Feb. 23, 2022.
The Third Amendment, among other things, (1) provides the Company
with the option to draw an additional $50 million of committed
senior secured term loans by March 15, 2024, subject to the prior
drawing of the existing $22.5 million senior secured term loan
commitment; (2) provides the Company with the option to draw up to
an additional $50 million of uncommitted senior secured term loans
by Dec. 31, 2026, subject to approval by SLR's investment
committee; and (3) extends the interest-only period for the two
existing tranches, the Third Tranche and the Fourth Tranche to Dec.
31, 2026, effective upon the Company's decision to draw the Term B
Loan.
The interest rate for the Term A Loan and Term B Loan is 7.95% plus
a SOFR rate equal to 0.022% plus the 1-month SOFR reference rate,
subject to a SOFR floor of 1.00%. The interest rate for the Term C
Loan and the Term D Loan is 4.25% plus a SOFR rate equal to 0.022%
plus the 1-month SOFR reference rate, subject to a SOFR floor of
4.70%. The maturity date for the Term Loans is March 1, 2027.
The Company is obligated to pay $250,000 on the earliest of (1) the
funding date of the Term C Loan, (2) March 15, 2024, and (3) the
prepayment, refinancing, substitution or replacement of the Term B
Loans on or prior to March 15, 2024. In addition, the Company will
be obligated to pay 0.50% of the aggregate original principal
amount of the Term D Loan commitment, if requested by the Company
and approved by SLR, which shall be due on the earliest of (1) the
funding of the Term D Loan, (2) if the Company requests and SLR
provides the Term D Loan commitment, the day immediately preceding
the amortization date, and (3) if the Company requests and SLR
provides the Term D Loan commitment, the prepayment, refinancing,
substitution or replacement of the Term C Loan on or prior to the
date immediately preceding the amortization date. The Company is
also obligated to pay a fee equal to 4.95% of the aggregate
original principal amount of the Term Loans funded upon the
earliest to occur of (1) the Maturity Date, (2) the acceleration of
the Term Loans, and (3) the prepayment, refinancing, substitution,
or replacement of the Term Loans.
The Company may voluntarily prepay the outstanding Term Loans,
subject to a prepayment premium of (1) 3% of the principal amount
of the Term Loans if prepaid prior to Oct. 17, 2024, (2) 2% of the
principal amount of the Term Loans if prepaid after Oct. 17, 2024
through and including Oct. 17, 2025, or (3) 1% of the principal
amount of the Term Loans if prepaid after Oct. 17, 2025 and prior
to the Maturity Date.
About Ardelyx, Inc.
Headquartered in Waltham, Massachusetts, Ardelyx, Inc. --
www.ardelyx.com -- is a biopharmaceutical company founded with a
mission to discover, develop and commercialize innovative,
first-in-class medicines that meet significant unmet medical
needs.
The Company developed a unique and innovative platform that enabled
the discovery of new biological mechanisms and pathways to
develop potent, and efficacious therapies that minimize the side
effects and drug-drug interactions frequently encountered with
traditional, systemically absorbed medicines.
San Mateo, California-based Ernst & Young LLP, the Company's
auditor since 2009, issued a "going concern" qualification in its
report dated March 2, 2023, citing that the Company has suffered
recurring losses from operations and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
ARETEC GROUP: Moody's Confirms 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service confirmed Aretec Group, Inc.'s corporate
family rating at B2 and its senior unsecured rating at Caa1.
Moody's also assigned B2 ratings to Aretec's proposed $1,689
million senior secured first lien term loan and proposed $700
million senior secured notes. Moody's has downgraded Aretec's
senior secured bank credit facility ratings to B2 from B1; these
ratings include Aretec's existing $1,055 million senior secured
first lien term loan, its existing $750 million senior secured
first lien term loan and its existing $175 million senior secured
first lien revolving credit facility. Moody's plans to withdraw the
B2 rating on Aretec's existing $1,055 million senior secured first
lien term loan upon its refinancing. Aretec's outlook is stable.
Previously, the ratings were on review for downgrade.
The rating action concludes the review for downgrade that was
initiated on September 13, 2023 following Aretec's announcement
that it had agreed to acquire Avantax, Inc. (Avantax) for $1.2
billion, inclusive of Avantax's net debt. Aretec plans on
completing the acquisition by the end of 2023, pending Avantax
shareholder and regulatory approval.
RATINGS RATIONALE
Moody's said the confirmation of Aretec's B2 CFR reflects its
improved profitability, cash flow and debt leverage throughout the
year to date, which will allow it to better absorb the significant
amount of debt it plans to issue to fund the purchase of Avantax,
Inc. and maintain a financial profile consistent with its current
rating level. The confirmation also reflects the scale and
strategic benefits of the acquisition. Avantax has more than 3,000
financial professionals and approximately $84 billion of client
assets of which $43 billion are advisory assets. Along with
Aretec's recently completed acquisition of Securian Financial
Group, Inc.'s (A3 stable) retail wealth management business, the
Avantax acquisition will increase Aretec's total client assets to
around $475 billion (pro-forma as of June 30, 2023), said Moody's.
The acquisition is structured so that Avantax will become a
standalone business unit within Aretec, thereby mitigating
integration and execution risks associated with a merger of
entities. Moody's said that Aretec has a strong track record in
previous acquisitions, including with the effective realization of
synergies. Moody's expects Aretec to realize substantial expense
synergies from the Avantax acquisition, mostly related to
eliminating the corporate overheads associated with Avantax's
leadership team and costs Avantax had previously incurred from
being a public company.
Moody's said Aretec's CFR continues to reflect its strong and
stable franchise, sizable client asset levels, and a more favorable
shift toward advisory fees and away from less predictable
transaction-based commission revenue. Aretec is strongly positioned
to continue to benefit from the higher interest rate environment,
with the Federal Reserve having raised its target federal funds
rate by a total of five percentage points since March 2022 to a
range of 5.25%-5.5%. Moody's expects that interest rates will
remain above 4% through the end of 2024, providing Aretec with
substantial interest revenue and profitability benefits through
next year. Interest rate-driven revenue generally flows to the
firm's bottom-line with little associated incremental expenses
because of the rate-insensitivity of client cash balances. These
benefits will more than offset lower advisory and commission fees
if the level of broad equities markets should moderately decline,
and with increased interest expense. Additionally, Moody's expects
Aretec to preserve the benefits of higher rates through increasing
the portion of client cash swept into fixed rate accounts or
through interest rate hedges.
Aretec has improved its trailing-12-months' debt/EBITDA ratio on a
Moody's adjusted basis to around 3.4x at June 30, 2023, compared to
7.1x at December 31, 2021. Moody's expects the Avantax acquisition
to lead to a spike in leverage, but that it will remain at a level
consistent with its rating. On a pro-forma basis, including the
proposed debt issuance and the results of the business to be
acquired, Moody's expects Aretec's leverage ratio will be around
5.2x at the end of 2024.
The downgrade of Aretec's senior secured bank credit facility
rating to B2 from B1, as well as the B2 ratings assigned to
Aretec's proposed $1,689 million senior secured first lien term
loan and proposed $700 million senior secured notes, reflect the
significant increase in the volume of secured debt in its capital
structure, as well as the priority ranking of secured debt relative
to its unsecured debt. The Caa1 rating on Aretec's senior unsecured
notes reflects the notes' secondary ranking and relative size in
its capital structure.
Aretec's stable outlook reflects Moody's expectation that the
benefits to profitability from higher interest rates will help
support its financial profile over the next twelve to eighteen
months. The stable outlook also reflects Moody's view that the
acquisition will not pose an outsized operational integration
burden, that Aretec will be able to realize substantial cost
synergies from the acquisition, and that its tolerance for debt
leverage will not substantially worsen.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Aretec's ratings could be upgraded if the company were to
sustainably improve its Moody's-adjusted debt leverage to below
4.5x. A significant expansion of existing revenue streams, or
development of new ones, resulting in a sustainable increase in
revenue diversification and less correlation of revenue with the
macroeconomic environment could also result in an upgrade. Strong
advisor recruitment and improved advisor retention rates leading to
growth in client assets and a sustainable improvement in
profitability and cash flow could also lead to an upgrade.
Moody's said Aretec's ratings could be downgraded if there were a
sustained deterioration in the firm's Moody's-adjusted debt
leverage to above 6.5x. A deterioration in revenue, not offset by
flexible expense management, resulting in a Moody's-adjusted
interest coverage ratio below 2.0x, could also result in a
downgrade. Also, a significant decline in the number of financial
advisors, or a deterioration in advisor retention levels that
results in significant attrition of client assets could also lead
to a downgrade. Additionally, a failure to realize the vast
majority of expense synergies associated with the Avantax
acquisition or if retention of advisors and client assets acquired
from Avantax fall meaningfully short of the company's projections
could result in a downgrade. The ratings could also be downgraded
if Aretec does not adequately preserve and maintain the benefits of
higher interest rates.
The principal methodology used in these ratings was Securities
Industry Service Providers Methodology published in November 2019.
B3 ELECTRIC: Seeks to Hire Harlin Parker as Bankruptcy Counsel
--------------------------------------------------------------
B3 Electric LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Kentucky to hire Harlin Parker Attorneys at
Law as its legal counsel.
The firm will render these services:
(a) advise the Debtor on its powers and duties in the
continued operation of the estate' business and management of its
assets;
(b) take all necessary action to protect and preserve the
Debtor's estate;
(c) prepare legal papers; and
(d) perform all other services for the Debtor in connection
with this Chapter 11 case.
On Sept. 29, 2023, the firm received $14,000 from the Debtor.
Robert Chaudoin, Esq., an attorney at Harlin Parker Attorneys at
Law, disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert C. Chaudoin, Esq.
HARLIN PARKER ATTORNEYS AT LAW
519 East Tenth Avenue
Bowling Green, KY 42102
Telephone: (270) 842-5611
Facsimile: (270) 842-2607
Email: chaudoin@harlinparker.com
About B3 Electric LLC
B3 Electric is a commercial and industrial electrical contractor.
B3 Electric LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No.
23-10766) on OCt. 12, 2023. The petition was signed by John Baker
as member. At the time of filing, the Debtor estimated $1 million
to $10 million in both assets and liabilities.
Judge Joan A Lloyd presides over the case.
Robert C. Chaudoin, Esq. at the HARLIN PARKER represents the Debtor
as legal counsel.
BANNEKER SUPPLY: Hires Hollis Meddings as Financial Advisor
-----------------------------------------------------------
Banneker Supply Chain Solutions, Inc. filed an amended application
seeking approval from the U.S. Bankruptcy Court for the District of
Rhode Island to employ Hollis Meddings Group, Inc. as its financial
advisor.
The firm will render these services:
a. assist the Debtor in managing the bankruptcy process;
b. assist the Debtor with the preparation of the necessary
budgets, forecasts and reports;
c. provide the Debtor with strategic business planning
advice;
d. assist in the process of seeking to obtain
debtor-in-possession financing, if required;
e. assist the Debtor in every step of the bankruptcy
reorganization process, with the goal of obtaining Court of
approval of a reorganization plan that will be in the best
interests of all stakeholders including creditors, equity holders,
customers, and employees; and
f. assist the Debtor in any and all other areas as required.
The firm's hourly rates are as follows:
Managers and Principals $375 per hour
Associates $275 - $325 per hour
Analysts and Consultants $275 - $300 per hour
Administrative support staff $150 per hour
The Debtor paid $20,000 to the firm as a retainer fee.
Joseph Meddings, a principal at Hollis Meddings Group, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Joseph D. Meddings, C.P.A.
Hollis Meddings Group, Inc.
1481 Wampanoag Trail, Suite 3
Providence, RI 02915
Telephone: (401) 421-3330
Email: jmeddings@hollismeddings.com
About Banneker Supply Chain Solutions, Inc.
Banneker Supply Chain Solutions, Inc. is a provider of end-to-end
supply chain management and integrated third-party logistics
solutions to a wide range of Fortune 100 companies in multiple
industries including e-commerce, retail, food and beverage,
industrial manufacturing, aerospace and defense, and government,
among others. The company is based in Woonsocket, R.I.
The Debtor filed Chapter 11 Petition (Bankr. D. Rhode Island Case
No. 23-10570) on Aug. 31, 2023, with $1,458,047 in assets and
$5,297,980 in liabilities. Alimamy D. Jabbie, Jr., president and
chief executive officer, signed the petition.
Judge Diane Finkle oversees the case.
Thomas P. Quinn, Esq., at McLaughlinQuinn, LLC represents the
Debtor as legal counsel.
BARRETTS MINERALS: Future Claimants Taps Young Conaway as Counsel
-----------------------------------------------------------------
Sander L. Esserman, the legal representative for future claimants
in the Chapter 11 cases of Barretts Minerals Inc., seeks approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire Young Conaway Stargatt & Taylor, LLP as his counsel.
The firm will render these services:
(a) advise the proposed future claimants' representative with
respect to his powers and duties;
(b) take any and all actions necessary to protect and maximize
the value of the Debtors' estates;
(c) appear on behalf of the proposed future claimants'
representative at hearings, proceedings before the court, and
meetings and other proceedings in the Chapter 11 cases, as
appropriate;
(d) prepare legal papers;
(e) represent and advise the proposed future claimants'
representative with respect to any contested matter, adversary
proceeding, lawsuit or other proceeding; and
(f) perform any other legal services requested by the proposed
future claimants' representative in connection with the Chapter 11
cases.
The hourly rates of the firm's counsel and staff are as follows:
Robert S. Brady (Partner) $1,300 per hour
Edwin J. Harron (Partner) $1,240 per hour
Sharon M. Zieg (Partner) $1,070 per hour
Ryan M. Bartley (Partner) $890 per hour
Benjamin C. Carver (Law Clerk) $400 per hour
Lisa Eden (Paralegal) $355 per hour
Casey S. Walls (Paralegal) $355 per hour
Chad A. Corazza (Paralegal) $355 per hour
Edwin Harron, Esq., a partner at Young Conaway Stargatt & Taylor,
disclosed in a court filing that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Edwin J. Harron, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rockefeller Center
1270 Avenue of the Americas, Suite 2210
New York, NY 10020
Telephone: (212) 332-8840
Facsimile: (212) 332-8855
Email: eharron@ycst.com
About Barretts Minerals
Barretts Minerals Inc. current operations are focused on the
mining, beneficiating, processing, and sale of industrial talc. BMI
historically supplied a relatively minor percentage of its sales
into cosmetic applications. BMI's talc is sold to distributors and
third-party manufacturers for use in such parties' products, which
are then incorporated into downstream products eventually sold to
consumers.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90794) on Oct.
2, 2023. In the petition signed by David J. Gordon, chief
restructuring officer, the Debtor disclosed up to $100 million in
assets and up to $50 million in liabilities.
Judge David R. Jones oversees the case.
The Debtors tapped Porter Hedges LLP and Latham& Watkins LLP as
legal counsel, M3 Partners, LP as financial advisor, Jefferies LLC
as investment banker, and Stretto, Inc., as claims, noticing, and
solicitation agent and administrative advisor.
BARRETTS MINERALS: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Barretts
Minerals, Inc. and its affiliates.
The committee members are:
1. Nelson S., Libell Jr.
c/o Rachel Libell
Counsel:
The Gori Firm
Attn: Beth Gori-Gregory
156 N. Main Street
Edwardsville, IL 62025
Phone: (618) 659-9833
Email: beth@gorilaw.com
2. Aubrey Brinneman Hawk for the Estate of Tyler Brinneman
Counsel:
Weitz & Luxenberg, P.C.
Attn: Perry Weitz & Justine Delaney, Esq
700 Broadway
New York, NY 10003
Phone: (212)-558-5500
Email: pw@weitzlux.com
Email: JDelaney@weitzlux.com
3. Frank Finch
Counsel:
MRHFM Law Firm
Attn: Chris McKean
Locust St., Ste. 1200
St. Louis, MO 63101
Phone: (314) 241-2003
Email: cmckean@mrhfmlaw.com
4. Teras Williams
Counsel:
Simon Greenstone Panatier
Attn: Leah C. Kagan
1201 Elm Street, Suite 3400
Dallas, TX 75270
Phone: (214) 276-7680
Email: lkagan@sgptrial.com
5. Kimberly Hatcher
Counsel:
Simmons Hanly Conroy, LLP
Attn: Lisa Nathanson Busch
112 Madison Ave
New York, NY 10016
Phone: (212) 257-8482
Email: lbusch@simmonsfirm.com
6. Matthew McKinney
Counsel:
Dean Omar Branham Shirely, LLP
Attn: J. Bradley Smith
302 N. Market St., Suite 300
Dallas, TX 75202
Phone: (214) 722-5990
Email: bsmith@dobslegal.com
7. Mark Sorum
Counsel:
Kazan, McClain, Satterley & Greenwood
Attn: Joseph Satterley
55 Harrison Street, Suite 400
Oakland, CA 94607
Phone: (510) 302-1000
Email: jsatterley@kazanlaw.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Barretts Minerals
Barretts Minerals Inc. current operations are focused on the
mining, beneficiating, processing, and sale of industrial talc. It
historically supplied a relatively minor percentage of its sales
into cosmetic applications. Barretts Minerals' talc is sold to
distributors and third-party manufacturers for use in such parties'
products, which are then incorporated into downstream products
eventually sold to consumers.
Barretts Minerals and its affiliates sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case
No. 23-90794) on Oct. 2, 2023. In the petition signed by its chief
restructuring officer, David J. Gordon, Barretts Minerals disclosed
$50 million to $100 million in assets and $10 million to $50
million in liabilities.
Judge David R. Jones oversees the cases.
The Debtors tapped Porter Hedges, LLP and Latham& Watkins, LLP as
legal counsel; M3 Partners, LP as financial advisor; Jefferies, LLC
as investment banker; and Stretto, Inc. as claims, noticing and
solicitation agent and administrative advisor.
BDC GROUP: Creditors to Get Proceeds From Liquidation
-----------------------------------------------------
BDC Group Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Iowa a Disclosure Statement describing Chapter
11 Plan dated October 17, 2023.
The Debtor was incorporated on January 27, 2015. It is owned by
Dennis Bruce of Marion, Iowa who serves as its President and only
officer and director.
Through May of 2023 BDC operated through three business groups:
* Outside Plant (OSP) that had been responsible for over 80%
of the Debtor's gross for an extended period. The OSB group lays
miles of underground cable and fiberoptic cable primarily in
Virginia.
* Telecom Site Development (TSD) that provides both new and
used Cell phone shelter buildings, the shelter generator and site
development. The TSD group does not erect the cell phone towers.
* The On Demand Service (ODS) division lays fiber optics and
coax cable for the City of Cedar Rapids on a no-bid contract price
that has the price set at pre-negotiated prices. Mediacom is a
customer with a $3.5M purchase order.
The Debtor has closed the OSP division in Virginia. It has arranged
with its creditors holding Purchase Money Security Interests
(PMSIs) in the equipment located in Virginia to allow the creditors
to pick up the equipment and sell it. Some of the equipment not
needed in Virginia has been returned to Iowa where it is used by
the Debtor in its other divisions. Moving forward, the Debtor plans
to concentrate its efforts on making money through the TSD division
and the OSD Division.
The Class 16 claims are the General Unsecured Claims and the
undersecured portions of secured claims in classes 1 through 14.
General Unsecured Claims will have claims against the Liquidating
Trust this Plan establishes in the amount of their Allowed Claim.
The Liquidating Trust will make pro rata payments to General
Unsecured Claims as it has assets to do so and after satisfying
other secured or priority claims as identified in this Plan.
The Liquidation Analysis shows that in Chapter 7 this Class would
receive less than $12,000.00. Since the Liquidating Trust will
provide at least $90,000 in dividends to this Class it is better
off under the Plan.
The Class 17 interest is the interest of the shareholder in the
Debtor, Dennis Bruce. The interest of this shareholder shall be
canceled upon confirmation of the Plan.
On the Effective Date of the Confirmed Plan, a Liquidating Trust
will be established to take possession of the Debtor's Bankruptcy
Code Chapter 5 avoidance actions except any avoidance actions
against critical vendors, the Debtor's professionals and Keystone
Savings Bank, which are waived. The Liquidating Trust will be
administered for the benefit of its beneficiaries: the DIP Facility
Claim, then the Class 1 Claims, then the Class 2 Claims, and then
the Allowed General Unsecured Claim holders.
The Liquidating Trust will liquidate its assets and use the
proceeds to satisfy first its costs of liquidation, then DIP
Facility Claim, the Class 1 Claim and then pro rata by value, then
Allowed General Unsecured Claims, as further detailed in the
Liquidating Trust Agreement that will be filed as a part of the
Plan Supplement to be filed with the Court not less than 7 days
before the confirmation hearing.
The ownership interests of the current shareholder, Dennis Bruce,
shall be cancelled on the Effective Date of the Plan of
Reorganization. The Plan Sponsor, Building Diverse Communications,
LLC, owned by Candace Bruce, shall fund the Equity Contribution to
the Debtor of $100,000.00 utilizing funds borrowed from a third
party. After confirmation of the Plan and contribution of the
Equity Contribution, the Plan Sponsor shall become the sole
shareholder of the Reorganized Debtor.
The Debtor believes that this Plan of Reorganization provides all
creditors with at least as much recovery as they would receive if
this bankruptcy estate were to be liquidated pursuant to a Chapter
7 bankruptcy. In a Chapter 7 liquidation the unsecured creditors
will receive less than $12,000.00 from the Debtor's assets. Under
the Plan they will receive at least $90,000.00.
A full-text copy of the Disclosure Statement dated October 17, 2023
is available at https://urlcurt.com/u?l=b6hBHY from
PacerMonitor.com at no charge.
Attorneys for Debtor:
Austin J. Peiffer, Esq.
Joseph A. Peiffer, Esq.
AG & BUSINESS LEGAL STRATEGIES
P.O. Box 11425
Cedar Rapids, IA 52410-1425
Telephone: (319) 363-1641
Fax: (319) 200-2059
Email: austin@ablsonline.com
About BDC Group Inc.
BDC Group, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Iowa Case No. 23-00484) on June 13,
2023, with $10 million to $50 million in both assets and
liabilities. Dennis Bruce, president, signed the petition.
Judge Thad J. Collins oversees the case.
The Debtor tapped Austin J. Peiffer, Esq., at AG & Business Legal
Strategies as legal counsel and BerganKDV, LLC as accountant.
Mary Jensen, Acting U.S. Trustee for Region 12, appointed an
official committee to represent unsecured creditors in the Debtor's
Chapter 11 case. The committee is represented by Smith Gambrell &
Russell, LLP.
BEASLEY BROADCAST: Falls Short of Nasdaq Minimum Bid Price Rule
---------------------------------------------------------------
Beasley Broadcast Group, Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that the Company has
received written notice from the Listing Qualifications Department
of The Nasdaq Stock Market LLC notifying the Company that, for the
last 30 consecutive business days, the bid price for the Company's
Class A common stock, par value $0.001 per share had closed below
the $1 per share minimum bid price requirement for continued
inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing
Rule 5450(a)(1).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has a period of 180 calendar days, or until April 10, 2024, to
regain compliance with the Minimum Bid Price Requirement. To regain
compliance, the closing bid price of the Company's Common Stock
must be at least $1 per share for a minimum of ten consecutive
business days as required under Nasdaq Listing Rule 5810(c)(3)(A)
(unless the Nasdaq staff exercises its discretion to extend this
ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H))
during the 180-day period prior to April 10, 2024.
If the Company does not regain compliance by April 10, 2024, the
Company may be eligible for an additional 180-calendar day
compliance period by transferring the listing of its Common Stock
to the Nasdaq Capital Market and satisfying certain requirements.
If the Company fails to regain compliance during the compliance
period (including a second compliance period provided by a transfer
to the Nasdaq Capital Market, if applicable), then Nasdaq will
notify the Company of its determination to delist its Common Stock,
at which point the Company may appeal Nasdaq's delisting
determination to a Nasdaq hearing panel.
The Company intends to actively monitor the closing bid price of
its Common Stock and will consider all reasonable available options
to regain compliance with the Minimum Bid Price Requirement. This
may include transferring the listing to the Nasdaq Capital Market
and/or seeking stockholder approval to effect a reverse stock
split.
There can be no assurance that the Company will regain compliance
with the Minimum Bid Price Requirement during the 180-day
compliance period, secure a second 180-day period to regain
compliance, maintain compliance with the other Nasdaq listing
requirements or be successful in appealing any delisting
determination.
About Beasley
Naples, Florida-based Beasley Broadcast Group, Inc. was founded in
1961 and owns 61 AM and FM stations in 14 large- and mid-size
markets in the United States. Beasley reaches approximately 29
million unique consumers weekly over the air, online, and on
smartphones and tablets, and millions regularly engage with the
Company's brands and personalities through digital platforms such
as Facebook, Twitter, text, apps, and email.
In November 2022, S&P Global Ratings lowered its issuer credit
rating on Beasley Broadcast Group Inc. and Beasley Mezzanine
Holdings LLC to 'CCC+' from 'B-'. At the same time, S&P lowered
its rating on Beasley Mezzanine Holdings LLC's $290 million
(outstanding) senior secured notes to 'CCC+' from 'B-'.
S&P said, "The negative outlook reflects our expectations for a
shallow recession in the first half of 2023 that leads to a 15%
decline in Beasley's 2023 broadcast advertising revenue, resulting
in negative free operating cash flow and leverage of about 11.5x in
2023; the outlook also reflects the potential for a more severe
recession than in our current base case.
"We expect a shallow recession in the first half of 2023, leading
to a 15% decline in broadcast industry revenue. Broadcast radio
advertising revenue is highly correlated to GDP growth because
expectations for consumer spending drive advertising budgets. Radio
advertising also has very short lead times and is one of the first
advertising mediums to decline when the economy slows. Multiple
radio broadcasters have publicly indicated that national
advertising is slowing much faster than local advertising. Larger
advertisers are likely concerned about the economic outlook, which
could be the beginning of a broader pullback in radio advertising.
The firm also noted that Beasley's senior secured notes are trading
at distressed levels, increasing the likelihood of a subpar debt
exchange.
BENDED PAGE: Taps Onsager Fletcher Johnson Palmer LLC as Counsel
----------------------------------------------------------------
Bended Page, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Colorado to employ Onsager Fletcher Johnson Palmer,
LLC as its counsel.
The Debtor requires legal counsel to:
(a) advise the Debtor of its rights and duties in the
continued business operations;
(b) assist, advise, and represent the Debtor in any manner
relevant to preserve and protect its estate;
(c) prepare legal papers;
(d) appear in court and to protect the Debtor's interests
before the court;
(e) assist in the winding up and dismissal of the bankruptcy
proceedings of the Debtor, post-confirmation;
(f) assist the Debtor in administrative matters; and
(g) perform all other legal services for the Debtor which may
be necessary and proper in these proceedings.
The firm has agreed to discount the hourly rates of its attorneys
for this representation.
The discounted hourly rates of the firm's attorneys are as
follows:
Andrew D. Johnson $310
Gabrielle G. Palmer $250
J. Brian Fletcher $310
Alice A. White $350
The services of the firm's paralegals/legal assistants will be
billed at the rate of $100 per hour.
The firm received a prepetition retainer in the total amount of
$10,000 from the Debtor.
Andrew Johnson, Esq., an attorney at Onsager | Fletcher | Johnson |
Palmer, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Andrew D. Johnson, Esq.
J. Brian Fletcher, Esq.
Gabrielle G. Palmer, Esq.
Onsager | Fletcher | Johnson | Palmer LLC
600 17th Street, Suite 425 North
Denver, CO 80202
Telephone: (720) 457-7059
Email: ajohnson@OFJlaw.com
jbfletcher@OFJlaw.com
gpalmer@OFJlaw.com
About Bended Page
Bended Page, LLC filed a voluntary petition for Chapter 11
protection (Bankr. D. Colo. Case No. 23-14679) on Oct. 16, 2023. In
the petition signed by Bradford Dempsey, chief executive officer,
the Debtor disclosed up to $10 million in both assets and
liabilities.
Judge Michael E. Romero oversees the case.
Onsager Fletcher Johnson Palmer, LLC serves as the Debtor's
counsel.
BENITAGO INC: Seeks to Hire Stretto Inc as Administrative Advisor
-----------------------------------------------------------------
Benitago Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Stretto, Inc. as
administrative advisor.
The firm will provide these services:
a. assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports in support
of confirmation of a Chapter 11 plan;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtor's schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
d. assist with the preparation of the Debtors' monthly
operating reports and gather data in conjunction therewith;
e. provide a confidential data room;
f. manage and coordinate any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and
g. provide claims analysis and reconciliation, case research,
depository management, treasury services, confidential online
workspaces or data rooms, and any related services otherwise
required by applicable law, governmental regulations, or court
rules or orders in connection with the Debtor's Chapter 11 case.
The firm received an advance retainer in the amount of $10,000.
Sheryl Betance, a senior managing director at Stretto, disclosed in
a court filing that her firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Tel: (714) 716-1872
Email: sheryl.betance@stretto.com
About Benitago Inc.
Benitago Inc. operates an e-commerce aggregator platform intended
to create, acquire and grow businesses.
Benitago Inc. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 23-11394) on August 30, 2023.
In the petition filed by Thomas Studebaker, as chief restructuring
officer, the Debtor reports estimated assets and liabilities (on a
consolidated basis) between $50 million and $100 million.
Benitago Inc. is a New York-based company, which operates an
e-commerce aggregator platform intended to create, acquire and grow
businesses.
Benitago and affiliates sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 23-11394) on
Aug. 30, 2023. In the petition signed by its chief restructuring
officer, Thomas Studebaker, Benitago disclosed $50 million to $100
million in both assets and liabilities.
Judge Sean H. Lane oversees the cases.
Kyle J. Ortiz, Esq., at Togut Segal & Segal LLP, is the Debtors'
legal counsel. The Debtors tapped Portage Point Partners as
financial advisor and Stretto Inc. as notice, claims, and balloting
agent.
BITNILE METAVERSE: Registers 25MM Shares for Possible Resale
------------------------------------------------------------
BitNile Metaverse, Inc. has filed a Form S-1 registration statement
with the Securities and Exchange Commission relating to the
potential resale of up to 25,000,000 shares of the company's common
stock.
On August 25, 2023, BitNile Metaverse entered into a purchase
agreement with Arena Business Solutions Global SPC II Ltd on behalf
of and for the account of Segregated Portfolio #3 – SPC #3. On
October 18, 2023, the Company and the Investor amended the ELOC
Purchase Agreement to eliminate the minimum floor price required
for submitting a sales notice.
According to the Registration Statement, up to 25,000,000 shares of
BitNile Metaverse's common stock, par value $0.001 per share, may
be offered for resale by Arena Business Solutions Global SPC II,
Ltd., on behalf of and for the account of Segregated Portfolio #3
– SPC #3.
According to the Company, "The shares included consist of (i)
shares of our common stock that we may, in our discretion, elect to
issue and sell to the Selling Stockholder, from time to time after
the date of this prospectus, pursuant to a Purchase Agreement we
entered into with the Selling Stockholder on August 24, 2023, as
amended by that Amendment No. 1 to Purchase Agreement, dated
October 18, in which the Selling Stockholder has committed to
purchase from us, at our direction, up to an aggregate of $100
million of shares of common stock, and (ii) an aggregate of $4
million of shares of our common stock to be issued to the Selling
Stockholder as consideration for its irrevocable commitment to
purchase shares of our common stock at our election in our sole
discretion, from time to time after October 20."
BitNile Metaverse is not selling any shares of common stock being
offered and will not receive any of the proceeds from the sale of
such shares by the Selling Stockholder. However, the Company may
receive up to $100 million in aggregate gross proceeds from sales
of its common stock to the Selling Stockholder, in its sole and
absolute discretion, elect to make, from time to time over the
approximately 36-month period commencing on the date of the
Purchase Agreement, provided that this registration statement, and
any other registration statement the Company may file from time to
time, covering the resale by the Selling Stockholder of the shares
of the Company's common stock purchased from us by the Selling
Stockholder pursuant to the Purchase Agreement is declared
effective by the U.S. Securities and Exchange Commission and
remains effective, and the other conditions set forth in the
Purchase Agreement are satisfied.
"The Selling Stockholder may sell or otherwise dispose of the
shares of our common stock included in this prospectus in a number
of different ways and at varying prices."
A full-text copy of the Form S-1 is available at
https://tinyurl.com/4u8fcjdu
About BitNile Metaverse
Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.)
-- is a holding company, incorporated in the State of Nevada on
November 19, 2007. The Company's principal subsidiaries consisted
of (a) BitNile.com, Inc., a Nevada corporation which includes the
platform BitNile.com and that was acquired by the Company on March
6, 2023, which transaction has been reflected as an asset purchase,
and (b) Ecoark, Inc., a Delaware corporation that is the parent of
Zest Labs and Agora.
BitNile Metaverse reported a net loss of $87.36 million on zero
revenue for the year ended March 31, 2023, compared to a net loss
of $10.55 million on $27,182 of revenues for the year ended March
31, 2022. As of March 31, 2023, the Company had $23.77 million in
total assets, $37.72 million in total liabilities, and a total
stockholders' deficit of $13.94 million.
New York, New York-based RBSM LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
July 14, 2023, citing that the Company has suffered recurring
losses from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going
concern.
BITNILE METAVERSE: Registration of 15.7MM Shares Now Effective
--------------------------------------------------------------
BitNile Metaverse, Inc. filed with the Securities and Exchange
Commission Amendment No. 1 to the Form S-3 Registration Statement
it submitted on Sept. 6, 2023. On Oct. 17, the Company notified the
SEC that the Form S-3 had become effective. BitNile Metaverse
submitted the Registration Statement in connection with the offer
and sale of up to 15,741,780 of common stock.
"We will not receive any proceeds from the sale of shares by the
selling stockholders. Of the shares covered by this registration
statement (of which this prospectus is a part), 2,100,905 shares
are issuable upon exercise of the warrants to purchase common stock
at an exercise price of $3.273 per share. If all such warrants are
exercised for cash at their stated exercise price, then we will
receive gross proceeds of approximately $6,876,262. However, the
warrants may be exercised on a cashless basis, at the option of
their holders, at any time there is not an effective registration
statement in place registering the warrant shares for resale. We
will not receive any proceeds upon such cashless exercise. If and
to the extent cash is remitted to us for exercise of the warrants,
the proceeds will be used for general corporate purposes," the
Company said.
According to the Company, the offer and sale by selling
stockholders, and any pledgee, donee, transferee or other successor
in interest, relates to up to 15,741,780 shares of common stock of
BitNile Metaverse. Of these shares of common stock, 13,640,875
shares are issuable upon conversion of the Company's senior secured
convertible notes and 2,100,905 shares are issuable upon exercise
of the Company's warrants to purchase common stock.
The registration statement was filed by the Company to fulfill a
contractual obligation. To do so, the Company undertook in
connection with the closing of a financing transaction in April
2023 involving the issuance and sale of the senior secured
convertible notes and warrants to purchase common stocks.
"We will not receive any of the proceeds from the sale of the
common stock by the selling stockholders. We will, however, receive
the net proceeds from any exercise of the warrants to purchase
common stock for cash."
"We have agreed to pay all legal, accounting, registration and
related fees and expenses in connection with the registration of
these shares and to indemnify the selling stockholders against all
losses, claims, damages and liabilities, including liabilities
under the Securities Act of 1933, in connection with any
misrepresentation made by us in this prospectus. The selling
stockholders will pay all underwriting discounts and selling
commissions, if any, in connection with the sale of their shares,"
the Company stated.
The selling stockholder, and any pledgee, donee, transferee or
other successor-in-interest, may offer the shares from time to time
through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately
negotiated prices.
According to the Company, all shares and per share, are restated
for, a 1-for-30 reverse stock split of our authorized shares of
common stock from 100,000,000 shares to 3,333,333 shares, and of
its outstanding shares of common stock from approximately
48,786,685 shares to approximately 1,626,223 shares, effective May
15, 2023. The reverse stock split also applied to the shares of
common stock issuable upon conversion of its outstanding shares of
convertible preferred stock.
The selling stockholders include:
* Arena Special Opportunities Fund, LP;
* Arena Special Opportunities Partners II, LP;
* Arena Special Opportunities (Cayman Master) II, LP;
* Arena Special Opportunities (Offshore) Master, LP;
* Arena Finance Markets, LP; and
* Walleye Opportunities Master Fund Ltd.
A full-text copy of the Form S-3/A is available at
https://tinyurl.com/yujxcyzn
About BitNile Metaverse
Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.)
-- is a holding company, incorporated in the State of Nevada on
November 19, 2007. The Company's principal subsidiaries consisted
of (a) BitNile.com, Inc., a Nevada corporation which includes the
platform BitNile.com and that was acquired by the Company on March
6, 2023, which transaction has been reflected as an asset purchase,
and (b) Ecoark, Inc., a Delaware corporation that is the parent of
Zest Labs and Agora.
BitNile Metaverse reported a net loss of $87.36 million on zero
revenue for the year ended March 31, 2023, compared to a net loss
of $10.55 million on $27,182 of revenues for the year ended March
31, 2022. As of March 31, 2023, the Company had $23.77 million in
total assets, $37.72 million in total liabilities, and a total
stockholders' deficit of $13.94 million.
New York, New York-based RBSM LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
July 14, 2023, citing that the Company has suffered recurring
losses from operations and had an accumulated deficit that raises
substantial doubt about its ability to continue as a going
concern.
BLINK CHARGING: May Sell Up to $400MM in Securities
---------------------------------------------------
Blink Charging Co. filed with the Securities and Exchange
Commission its Form S-3 Registration Statement in connection with
the possible offer and sale of up to $400,000,000 of a combination
of securities in one or more offerings. These securities include
the Company's common stock, preferred stock, senior debt
securities, subordinated debt securities, warrants, rights, and
units.
The registration statement contains:
-- a base prospectus which covers the offering, issuance and
sale by the Company of up to $400,000,000 in the aggregate of the
securities identified herein from time to time in one or more
offerings; and
-- an at-the-market offering prospectus supplement covering
the offer, issuance and sale of up to a maximum aggregate offering
price of $213,471,838 of the Company's common stock that may be
issued and sold under the Company's sales agreement with Barclays
Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc.,
ThinkEquity LLC, H.C. Wainwright & Co., LLC and Roth Capital
Partners, LLC, dated September 2, 2022.
"The securities we may offer may be convertible into or exercisable
or exchangeable for other securities. We may offer the securities
separately or together, in separate classes or series and in
amounts, at prices and on terms that will be determined at the time
the securities are offered."
"In addition, certain selling stockholders may from time to time
offer and sell shares of our common stock. We will not receive any
of the proceeds from the sale of shares of our common stock by
selling stockholders, if any, pursuant to this prospectus."
"This prospectus describes some of the general terms that may apply
to these securities. Each time securities are sold, the specific
terms and amounts of the securities being offered, and any other
information relating to the specific offering will be set forth in
a supplement to this prospectus. We may also authorize one or more
free writing prospectuses to be provided to you in connection with
these offerings. In any prospectus supplement relating to any sales
by the selling stockholders, we will, among other things, identify
the number of shares of our common stock that the selling
stockholders will be selling. The prospectus supplement and any
related free writing prospectus may also add, update or change
information contained in this prospectus"
"On October 17, 2023, the closing price of our common stock was
$3.20. The applicable prospectus supplement will contain
information, where applicable, as to any other listing, if any, of
the securities covered by the applicable prospectus supplement."
"We, or any selling stockholders as it only relates to shares of
common stock, may offer and sell our securities to or through one
or more underwriters, dealers, and agents, or directly to
purchasers, on an immediate, continuous or delayed basis."
The Company currently has authorized capital stock consisting of
500,000,000 shares of common stock, par value $0.001 per share, and
40,000,000 shares of preferred stock, par value $0.001 per share.
Additionally, as of October 17, 2023, 67,261,498 shares of common
stock were issued and outstanding, and no shares of preferred stock
were issued or outstanding.
A full-text copy of Form S-3 is available at
https://tinyurl.com/4fma5jea
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID)
f/k/a Car Charging Group Inc. -- http://www.CarCharging.com-- is
an owner and operator of electric vehicle (EV) charging equipment
and has sold or deployed over 66,000 chargers, many of which are
networked EV charging stations, enabling EV drivers to easily
charge at any of Blink's charging locations worldwide. Blink's
principal line of products and services is its nationwide Blink EV
charging networks and Blink EV charging equipment, also known as
electric vehicle supply equipment ("EVSE"), and other EV related
services, and the products and services of recent acquisitions,
including SemaConnect, EB Charging, Blue Corner and BlueLA.
Blink Charging reported a net loss of $91.56 million in 2022, a net
loss of $55.12 million in 2021, a net loss of $17.85 million in
2020, a net loss of $9.65 million in 2019, and a net loss of $3.42
million in 2018.
BLUE STAR: Regains Compliance With Nasdaq Listing Requirement
-------------------------------------------------------------
Blue Star Foods Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the Nasdaq Listing
Qualifications staff notified the Company that it had regained
compliance with the minimum $2,500,000 stockholders' equity
requirement.
The Company will be subject to a Mandatory Panel Monitor for a
period of one year, or until Oct. 16, 2024. If, within that
one-year monitoring period, the Staff finds the Company again out
of compliance with the Shareholders' Equity Rule, the Company will
have an opportunity to request a new hearing with the initial Panel
or a newly convened Hearings Panel if the initial Panel is
unavailable.
On Aug. 21, 2023, Blue Star disclosed that NASDAQ notified the
Company that it no longer complied with the minimum $2,500,000
stockholders' equity required for continued listing on Nasdaq. The
Company requested, and was granted, a hearing with Nasdaq on
June 29, 2023.
The Panel granted the Company's request for continued listing on
The NASDAQ Capital Market, subject to (i) the Company filing a
registration statement with the SEC for a $5 million public
offering by July 28, 2023 and (ii) the Company demonstrating
compliance with the minimum stockholders' equity requirement of
Listing Rule 5550(b)(1) by Aug. 18, 2023, which date was extended
to Sept. 15, 2023.
On Sept. 11, 2023, the Company closed its $5 million public
offering. The approximately $4.5 million net proceeds generated by
this offering resulted in the Company being in compliance with the
minimum stockholders' equity requirement.
In addition, the Company is not currently in compliance with the
requirement to maintain a minimum bid price of $1.00 per share for
continued listing on The Nasdaq Capital Market, as set forth in
Nasdaq Listing Rule 5550(a)(2). The Company has been provided a
compliance period of 180 days to regain compliance, or until March
24, 2024.
About Blue Star Foods
Based in Miami, Florida, Blue Star Foods Corp.
--https://bluestarfoods.com -- is an international sustainable
marine protein company based in Miami, Florida that imports,
packages and sells refrigerated pasteurized crab meat, and other
premium seafood products. The Company's main operating business,
John Keeler & Co., Inc. was incorporated in the State of Florida in
May 1995. The Company's current source of revenue is importing blue
and red swimming crab meat primarily from Indonesia, Philippines
and China and distributing it in the United States and Canada under
several brand names such as Blue Star, Oceanica, Pacifika, Crab &
Go, First Choice, Good Stuff and Coastal Pride Fresh, and steelhead
salmon and rainbow trout fingerlings produced under the brand name
Little Cedar Farms for distribution in Canada.
Blue Star reported a net loss of $13.19 million for the year ended
Dec. 31, 2022, compared to a net loss of $2.61 million for the year
ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.68
million in total assets, $9.92 million in total liabilities, and a
total stockholders' deficit of $1.24 million.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
April 17, 2023, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
BLUELINX HOLDINGS: Moody's Affirms Ba3 CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service affirmed BlueLinx Holdings Inc.'s Ba3
corporate family rating and Ba3-PD probability of default rating,
and the B1 rating on the company's senior secured notes. The
Speculative Grade Liquidity rating is unchanged at SGL-2. The
outlook is maintained at stable.
RATINGS RATIONALE
BlueLinx' Ba3 CFR reflects: 1) the company's solid market position
as a two-step distributor of building products with a national
reach; 2) focus on specialty building products that represent about
70% of revenue and generate higher gross margins; 3) the company's
conservative financial policy, publicly stated target net debt
leverage of around 3.0x, and Moody's expectations of disciplined
approach to investments, acquisitions, and share repurchases; 4)
good liquidity position and positive free cash flow generation; and
5) healthy conditions expected in the new residential construction
and repair and remodeling end markets over the next 12 to 18
months, despite lower volumes compared to recent peaks.
On the other hand, the credit profile is constrained by: 1)
relatively low operating margins inherent to the distribution
nature of the business as well as the volatility of margins caused
by the variability in product pricing given the commodity nature of
the product; 2) competitive landscape of the building products
distribution business in a fragmented market with low barriers to
entry; 3) risk of shareholder-friendly returns given the company's
share repurchase authorization; 4) risks related to potential
acquisitions; and 5) cyclicality of the residential and commercial
end markets and the associated volatility in product demand.
The stable outlook reflects Moody's expectations that over the next
12 to 18 months BlueLinx will maintain its solid market position
and good revenue scale despite softer activity in its end markets
and lower product pricing, while sustaining good liquidity along
with positive free cash flow.
The B1 rating on the company's senior secured notes, one notch
below its CFR, reflects the presence of the ABL revolving credit
facility, which holds a higher priority of claims in the capital
structure. The senior secured notes hold a first priority lien on
the assets of the company that do not constitute the ABL
collateral, and a second lien on the ABL collateral, which consists
of current assets.
BlueLinx' Speculative Grade Liquidity rating of SGL-2 reflects
Moody's expectation that the company will maintain good liquidity
over the next 12 to 15 months. Liquidity is supported by positive
free cash flow, ample availability under its $350 million ABL
revolving credit facility due 2026, flexibility under the springing
fixed charge coverage financial covenant, and a robust cash balance
of $418 million at July 1, 2023.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the company significantly expands
revenue scale and generates operating margins sustainably above 8%,
while operating with debt to EBITDA below 3.0x through various
sector environments and periods of growth and acquisitions, and
liquidity remains good.
The ratings could be downgraded if the company's debt to EBITDA is
sustained above 4.0x, if the company's financial policies grow
aggressive either in terms of large-scale debt funded acquisitions
or shareholder returns, if end markets deteriorate causing
precipitous declines in revenue and earnings generation, or if
liquidity weakens meaningfully.
The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.
BlueLinx Holdings Inc., headquartered in Atlanta, Georgia, is a
two-step wholesale distributor of building products for residential
and commercial markets in the US across 50 states. The company's
product categories include lumber, panels, engineered wood, siding,
millwork, and metal building products. In the last twelve months
ended July 1, 2023, the company generated $3.5 billion in revenue.
BROOKWOOD VILLAGE: Unsecureds to Split $92K in Liquidating Plan
---------------------------------------------------------------
Brookwood Village LLC submitted a First Amended Disclosure
Statement in support of Plan of Liquidation dated October 17,
2023.
The Debtor has formulated a plan of liquidation. Under the Plan,
the Debtor intends to sell its shopping center ("Brookwood
Village") in Baton Rouge, LA to Renaissance Group and distribute
the proceeds of the sale to holders of Allowed Claims and
Interests.
The Plan provides for the treatment of Claims and Interests as
follows:
* Allowed Secured Claim will be paid in full at the closing of
the sale of Brookwood Village;
* Allowed Priority Claims, if any, will be paid in full on the
Effective Date;
* Allowed General Unsecured Claims will receive a Pro Rata
share of $92,331.06 (estimated) from the sale of Brookwood Village;
and
* Allowed Interests, i.e., its members, will retain their
Interests.
Class 5 consists of Allowed General Unsecured Claims. After payment
of Class 1, 2, 3 and 4 Secured Claims as well as Allowed
Administrative and Priority Tax Claims, each holder of an Allowed
General Unsecured Claim shall receive on the Distribution Date, in
full satisfaction, settlement, release, and discharge of and in
exchange for such Allowed Claim, a Pro Rata share of the remaining
proceeds from the sale of Brookwood Village up to the amount of its
Allowed Claim.
The Debtor estimates that about $92,331.06 in Cash will be
available for distribution to holders of Allowed General Unsecured
Claims from the sale of Brookwood Village. Class 5 is Impaired.
Holders of Allowed General Unsecured Claims are entitled to vote to
accept or reject the Plan.
Funds needed to make Cash payments on or before the Effective Date
under this Plan shall come from cash on hand and through the net
proceeds of the sale of Brookwood Village. All payments on the
Effective Date shall be made by Liquidating Debtor from Cash on
hand or the net proceeds from the sale of Brookwood Village.
The Debtor intends to sell its shopping center to Renaissance
Group. The Debtor expects to close the sale of Brookwood Village to
Renaissance Group by December 31, 2023. The Debtor has agreed to
sell its shopping center to Renaissance Group for $525,000 (less
any amounts advanced to or for the benefit of the Debtor by
Renaissance Group pursuant to the DIP Financing Order).
The net proceeds of the sale of Brookwood Village shall be
distributed to Holders of certain Claims until paid in full in the
following priority (in each case on a Pro Rata Basis): (a) first,
on account of the Pastorello Secured Claim (Class 1); (b) second,
on account of the Kiraly Secured Claim (Class 2); (c) third, on
account of the Renaissance Group Secured Claim (Class 3), but only
if Renaissance Group does not purchase Brookwood Village; (d)
fourth, on account of the EBRP Sheriff Secured Claim (Class 4); (e)
fifth, on account of Allowed Administrative Claims, including
Professional Fee Claims and unpaid Quarterly Fees owed to the U.S.
Trustee; (f) sixth, on account of Allowed Priority Tax Claims; (g)
seventh, on account of Allowed General Unsecured Claims; and (h)
eighth, the Debtor.
A full-text copy of the First Amended Disclosure Statement dated
October 17, 2023 is available at https://urlcurt.com/u?l=GINCDi
from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Ryan J. Richmond, Esq.
Ashley M. Caruso, Esq.
Sternberg Naccari & White, LLC
251 Florida Street, Suite 203
Baton Rouge, LA 70801-1703
Tel: (225) 412-3667
Fax: (225) 286-3046
Email: ryan@snw.law
ashley@snw.law
About Brookwood Village
Brookwood Village LLC in New Orleans, LA, filed its voluntary
petition for Chapter 11 protection (Bankr. M.D. La. Case No.
23-10312) on May 16, 2023, listing $1,433,667 in assets and
$4,515,344 in liabilities. Tyrone C. Legette as manager, signed the
petition.
Sternberg Naccari & White, LLC, serves as the Debtor's legal
counsel.
BURKE BRANDS: Gets OK to Hire Sodl & Ingram as Real Estate Counsel
------------------------------------------------------------------
Burke Brands LLC, doing business as Don Pablo Coffee, received
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to employ Sodl & Ingram PLLC as special real estate and
transactional counsel.
The Debtor needs a special counsel to assist in transactional
matters related to the sale of its warehouse in Miami, Fla.
The firm will charge an hourly fee arrangement between $240 and
$450 per hour plus costs.
Andrew Sodl, Esq., an attorney at Sodl & Ingram, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andrew M. Sodl, Esq.
Sodl & Ingram PLLC
1617 San Marco Boulevard
Jacksonville, FL 32207
Telephone: (904) 257-5777
Email: andrew.sodl@si-law.com
About Burke Brands LLC
Burke Brands LLC -- https://www.burkebrands.com/ -- is a privately
owned coffee company. It does business as Don Pablo Coffee.
Burke Brands LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-19932) on Dec. 30, 2022. In the petition filed by Darron Burke,
manager, the Debtor reported assets and liabilities between $1
million and $10 million.
Judge Robert A. Mark oversees the case.
Linda Marie Leali has been appointed as Subchapter V trustee.
The Debtor tapped Aaron A. Wernick, Esq., at Wernick Law, PLLC as
bankruptcy counsel and Sodl & Ingram PLLC as special real estate
and transactional counsel.
CAPTAIN YURI'S: 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 Captain Yuri's Charters, Inc., according to court
dockets.
About Captain Yuri's Charters
Captain Yuri's Charters, Inc. filed Chapter 11 petition (Bankr.
S.D. Fla. Case No. 23-17488) on Sept. 19, 2023, with up to $50,000
in assets and $500,001 to $1 million in liabilities. Yuri Vakselis,
president, signed the petition.
Judge Robert A. Mark oversees the case.
Chad Van Horn, Esq., at Van Horn Law Group PA serves as the
Debtor's bankruptcy counsel.
CENTRAL OKLAHOMA: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
The U.S. Trustee for Region 20 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Central
Oklahoma United Methodist Retirement Facility, Inc.
The committee members are:
1. Estate of Ila Mardell Lawhead
c/o Terry Sparling
4625 Westcott Circle
Edmond, OK 73034
Email: trsparling@aol.com
Telephone: 713-703-4536
2. Kirt Moelling
c/o Richard Grasso
628 Signalman
Yukon, OK 73099
Email: Kirt.moelling@gmail.com
Telephone: 405-201-9381
3. Alvan E. Porter, Trustee for Evangeline J. Porter
c/o Ross Plourde
211 N. Robinson, 10th Floor
Oklahoma City, OK 73102
Email: ross.plourde@mcafeetaft.com
Telephone: 405-235-9621
4. Select Rehabilitation, LLC
c/o Diane Walker
1401 Branding Ave.
Downers Grover, IL 60515
Email: dwalker@walkermortonllp.com
Telephone: 312-471-2900
5. Estate of Harlene Bickford
c/o Mike Bickford
201 Robert S. Kerr Ave., Ste. 1000
Oklahoma City, OK 73102
Email: mabick@fullertubb.com
Telephone: 405-235-2575
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Central Oklahoma
Central Oklahoma United Methodist Retirement Facility, Inc. is a
locally owned not-for-profit Life Plan Community serving senior
adult singles and couples ages 55 and above.
The Debtor filed Chapter 11 petition (Bankr. W.D. Okla. Case No.
23-12607) on September 29, 2023, with $10 million to $50 million in
assets and $50 million to $100 million in liabilities. Ron Kelly,
president and chief operating officer, signed the petition.
Sidney K. Swinson, Esq., at Gable & Gotwals, is the Debtor's legal
counsel. The Debtor tapped Raymond James & Associates, Inc. as its
investment banker, underwriter and bond placement agent.
CGEN HOLDINGS: Taps Andrews & Leung as Real Estate Counsel
----------------------------------------------------------
CGEN Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Andrews & Leung PLLC
as its real estate counsel.
The firm will represent the Debtor for the real estate closing on
its premises located at 1010 57th Street Brooklyn, New York 11219.
The firm will charge $400 per hour for all attorney time.
As disclosed in the court filings, the Andrews Office represents no
interest adverse to the Debtor as a debtor-in-possession or to its
estate.
The firm can be reached through:
Ralph J. Andrews, Esq.
Andrews & Leung PLLC
1855 Victory Boulevard
Staten Island, NY 10314
Telephone: (888) 202-2285
Facsimile: (888) 495-3139
Email: closing@lawyer.com
About CGEN Holdings, LLC
CGEN Holdings, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
23-41549) on May 3, 2023. The petition was signed by Carmelo Genova
as sole member. At the time of filing, the Debtor estimated $1
million to $10 million in both assets and liabilities.
Judge Elizabeth S. Stong presides over the case.
Gabriel Del Virginia, Esq. at the LAW OFFICE OF GABRIEL DEL
VIRGINIA represents the Debtor as counsel.
CHAMINADE UNIVERSITY: Moody's Affirms 'Ba3' Issuer Rating
---------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 issuer and revenue
bond ratings of Chaminade University of Honolulu (HI) and changed
the outlook to positive from stable. This action affects about $20
million of outstanding bonds issued through the Hawaii Department
of Budget and Finance.
RATINGS RATIONALE
The change of the outlook to positive is driven by Chaminade
University of Honolulu's stable enrollment and net tuition revenue
growth, which has contributed to regular annual operating surpluses
and steadily increasing financial reserves.
The affirmation of the Ba3 issuer rating reflects Chaminade's fair
brand and strategic position as a small private university with
good program diversity. The university has a small scope of
operations, with $59 million in fiscal 2022 operating revenue.
Despite a highly competitive market for students in Hawaii,
Chaminade's enrollment has grown modestly over the past three
academic years, to 2,065 full-time equivalent students in fall
2022. Net tuition per student has remained stable, supporting
stable regular surplus operations and strong annual debt service
coverage. The university's good operating results and strong
financial management have supported steady growth in financial
reserves and liquidity over time, a governance consideration under
Moody's ESG methodology and a key driver of the rating action.
Overall wealth remains small, however, and continues to provide
only modest coverage of debt and operating expenses.
The affirmation of the Ba3 revenue bond rating reflects the issuer
rating and the unconditional obligation of the university to pay
debt service secured by a pledge of gross revenues as well as a
negative mortgage pledge on the university's facilities.
RATING OUTLOOK
The positive outlook incorporates Moody's expectations that
Chaminade's enrollment and net tuition revenue will remain stable,
supporting continued surplus operations and growth in financial
reserves and liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS
-- Continued growth of total cash and investments and liquidity
-- Sustained enrollment stability with consistent growth in net
tuition revenue
FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS
-- Substantially weaker operating performance than anticipated in
fiscal 2024 and fiscal 2025
-- Material decline in wealth and liquidity
-- Reduction in operating revenue and overall scope of operations
LEGAL SECURITY
The bonds are unconditional obligations of the university, secured
by a pledge of gross revenues as well as a negative mortgage pledge
on the university's facilities. There is one financial covenant
associated with series 2015A bonds. The university is required to
maintain debt service coverage of 1.15x, with 3.8x reported for
fiscal 2022. Management anticipates sufficient coverage in fiscal
2023. The bonds are also secured by a cash funded debt service
reserve fund.
PROFILE
Chaminade University of Honolulu is a small private Marianist
Catholic University located in Honolulu. It reported 2,065
full-time equivalent students in fall 2022 and $59 million of
operating revenue in fiscal 2022. The university was founded in
1955 and is the only Catholic university in the State of Hawaii.
METHODOLOGY
The principal methodology used in these ratings was Higher
Education Methodology published in August 2021.
CLIENT FIRST: Seeks to Hire Katie Goodman as Liquidating Trustee
----------------------------------------------------------------
Client First Settlement Funding, LLC and Client First Lotteries,
LLC seek approval from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Katie Goodman of GGG Partners LLC,
individually, as its liquidating trustee.
Ms. Goodman to will administer the Debtor's liquidating trust. Ms.
Goodman has experience in providing liquidating and restructuring
advisory services in reorganization and liquidation proceedings.
Ms. Goodman agrees to perform the requested services in exchange
for compensation of an hourly rate of $425 and reasonable out of
pocket expenses.
Ms. Goodman assured the court that she is disinterested and does
not represent or hold any interest adverse to the Debtors or to the
estate with respect to the matter on which she is to be employed.
Ms. Goodman can be reached through:
Katie Goodman
GGG Partners LLC
2870 Peachtree Rd, Ste 502
Atlanta, GA 30305
Office: (404) 256-0003 ext. 225
Direct: (404) 293-0137
Email: kgoodman@gggpartners.com
About Client First Settlement Funding
Client First Settlement Funding, LLC specializes in purchasing and
selling structured settlements and annuities nationwide.
Client First Settlement Funding and Client First Lotteries filed
petitions for relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-18262) on Oct.
26, 2022. Aleida Martinez-Molina has been appointed as Subchapter V
trustee.
At the time of the filing, Client First Settlement Funding listed
between $1 million and $10 million in both assets and liabilities
while Client First Lotteries listed up to $50,000 in assets and up
to $1 million in liabilities.
Judge Mindy A. Mora oversees the cases.
The Debtors tapped Aaron A. Wernick, Esq., at Wernick Law, PLLC as
legal counsel and Berkowitz Pollack Brant as accountant.
CUENTAS INC: Proposes to Acquire 75% Stake in World Health Energy
-----------------------------------------------------------------
Cuentas, Inc. announced it signed a letter of intent to acquire
control of WHEN Group (World Health Energy Holdings, Inc. - OTC
Pink: WHEN), pending Nasdaq and shareholder approval and other
specified conditions, through a share exchange with WHEN's
principal shareholder.
The WHEN Group was founded by Israeli engineers and international
professionals with deep background in Cyber security and data
threat remediation in both government and private sectors. From
business and personal privacy to fin-tech security, WHEN has been
developing solutions that utilize advanced pattern recognition and
AI to create a security screening environment that can detect and
defend against a range of threats and attacks on telecom, banking,
and other communication infrastructure. Upon closing of the
acquisition, Cuentas intends to begin integrating WHEN's portfolio
of Cyber Security solutions into the Cuentas Mobile Platform as
well as offering WHEN's advanced solutions to Cuentas' fintech
partners.
Cuentas said this move comes on the heels of new global conflicts
from Ukraine to Israel, conflicts which have increasingly brought
to light the dangers that are threatening our global digital
infrastructure systems. These threats extend beyond governments to
families and individuals. According to a recent report by the Red
Cross, "There is no escaping the life-changing and life-endangering
impact that digital technologies are having on people affected by
conflict." Digital threats such as surveillance, cyber-attacks,
misuse of personal data, misinformation and disinformation are
all-pervasive and these risks continue to evolve rapidly with new
technologies such as generative artificial intelligence (AI)
joining an ever-expanding list of digital dangers."
Cuentas' Management has been working with WHEN to identify
immediate opportunities to provide WHEN solutions not only to the
CUENTAS mobile platform, but also to the businesses and industries
that Cuentas serves in the U.S. and around the world.
Additionally, the parties are planning on deploying WHEN's
proprietary software to protect families concerned with external
cyber threats at home, enabling the monitoring of a child and his
environmental behavioral patterns that will alert parents to
potential tragedies caused by cyberbullying, pedophiles, other
predators, and depression / state of mind.
In consideration of the acquisition of the 75% stake in WHEN,
Cuentas will issue to UCG, Inc. the principal shareholder of WHEN,
such number of common shares of CUEN which will represent on the
date of issuance 50% of Cuentas' issued and outstanding capital (on
a fully diluted basis), in exchange for UCG's stake in WHEN.
Subject to the terms of the agreement, WHEN Group management,
including Major Gen. (Ret) Danny Yatom, a former Director of
Israeli Mossad, and current President of WHEN, and Giora
Rosensweig, CEO with major experience in cyber security and
artificial intelligence, will be joining the Cuentas Board of
Directors and Executive Management. While the companies will
initially continue to operate independently, management from both
teams believe the synergies between the companies can pave the way
to even deeper relationships.
"I have known some of the players on the WHEN team for many years
and have always believed that their solutions could become a
standard in communications security for businesses and families,"
said Cuentas co-founder and CEO Arik Maimon. "The world needs what
WHEN is developing now more than ever...and we are going to bring
it to them!"
WHEN Group was incorporated as a joint venture between SG77 and RNA
Ltd, which develop and improve cyber security and cyber monitoring
solutions in the B2C and B2B marketplace. WHEN has recently moved
into telecommunications platforms with its acquisition of
CrossMobile, a licensed Telecom (full core mobile virtual network
operator) in Poland, joining a small, rarified group of licensed
telecom operators in the EU. Cuentas believes that this will
provide a powerful proof of concept for the Company's planned
launch of services into the US.
"We have been heads down focused on created a state-of-the-art
technology platform that defends critical communications and
financial infrastructure against attack and compromise" said Major
Gen. (Ret.) Danny Yatom, president of WHEN and Former Director of
Israeli Mossad. "The proposed transaction puts us on the world
stage and will enable us to bring our innovations more rapidly to
market."
According to Cuentas, WHEN's easy-to-use A.I. and machine learning
driven platform is a holistic solution that integrates with any
system and is fully customizable based on customer needs.
Management believes their solutions address a broad segment of the
fast-growing, multi-billion-dollar cyber security market.
"We needed to get our solutions in front of major players in the US
and around the world," stated Giora Rosensweig, CEO of WHEN Group.
"With Cuentas as partners, we see the opportunity to expand more
rapidly across multiple markets and industries."
Both Cuentas and WHEN have taken a broad portfolio approach to
their markets, and management teams are aligned on the notion of
building extended platforms, focusing on new technologies that
connect vertical markets. With this acquisition, Cuentas is
extending its platform from connect, to protect.
"Increasingly, people address the digital world through their
mobile devices, and in many countries, the mobile phone is the only
way they connect," stated Michael De Prado, co-founder and
president of Cuentas. "We have seen what can happen when the
digital world gets out of control, and we want to protect
businesses and families who are increasingly at risk."
Earlier in the year, Cuentas made a move into the real estate tech
market, with the launch of Cuentas Casa, and the announcements of
development and tech partnerships for the next generation of
building construction. WHEN management mirrors this approach with
their recent acquisition of Polish Telco, CrossMobile. Further, a
key investor and stakeholder in WHEN is real estate developer,
George Baumoehl, an early investor in WHEN, a WHEN director and
part of the group who are exchanging their equity interest in WHEN
for the Cuentas shares.
"Technology is bringing the world closer together, and, now with
AI, the opportunities to impact multiple markets efficiently have
increased significantly," said Baumoehl. "I see the combination of
WHEN tech and Cuentas access as pivotal, and I have communicated to
management of both companies that I will continue to support their
growth."
According to Grand View Research, the global cyber security market
size was estimated at USD 202.72 billion in 2022 and is projected
to grow at a compound annual growth rate (CAGR) of 12.3% from 2023
to 2030. The growing number of cyber-attacks owing to the
proliferation of e-commerce platforms, the emergence of smart
devices, and the deployment of the cloud are some of the key
factors propelling the market growth. Increasing usage of devices
equipped with the Internet of Things (IoT) and intelligent
technologies is expected to increase the cases of cyber threats.
As such, end-user organizations are anticipated to integrate
advanced cyber security solutions to mitigate the cyber-attacks
risk, supporting the market growth.
"With the world's virtually 100% dependency on communication and
financial technology, the risk may be incalculable," continued
Maimon. "With this announcement, we are now able to focus not just
on connecting, but also on protecting the markets, business and
families we reach."
Cuentas' Board of Directors has approved the transaction and the
Companies expect to complete the transaction this year. The
closing is contingent on several factors, including without
limitation, the approval of Nasdaq and the shareholders of Cuentas
approving the transaction.
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- is a developer of an alternative
financial ecosystem to the underbanked. The Company's proprietary
technologies help to integrate FinTech (Financial Technology),
e-finance and e-commerce services into solutions that deliver next
generation digital financial services to the unbanked, under-banked
and underserved populations nationally in the USA. The Cuentas
Platform integrates Cuentas Mobile, the Company's
Telecommunications solution, with its core financial services
offerings to help entire communities enter the modern financial
marketplace. Cuentas has launched its General Purpose Reloadable
(GPR) Card, which includes a digital wallet, discounts for
purchases at major physical and online retailers, rewards, and the
ability to purchase digital content. In
Cuentas reported a net loss attributable to the company of $14.53
million in 2022, a net loss attributable to the company of $10.73
million in 2021, a net loss attributable to the company of $8.10
million in 2020, a net loss attributable to the company of $1.32
million in 2019, and a net loss of $3.56 million in 2018.
Tel-Aviv, Israel-based Yarel + Partners, Certified Public
Accountants (Isr.), the Company's auditor since 2023, issued a
"going concern" qualification in its report dated March 31, 2023,
citing that the Company has incurred net losses since its
inception, and has not yet generated sufficient revenues to support
its operations. As of Dec. 31, 2022, there is an accumulated
deficit of $52,750,000. These conditions, along with other matters,
raise substantial doubt about the Company's ability to
continue as a going concern.
DAYBREAK OIL: Delays 10-Q Filing for Period Ended Aug. 31
---------------------------------------------------------
Daybreak Oil and Gas, Inc. notified the Securities and Exchange
Commission via Form 12b-25 that the Company is unable to file,
without unreasonable effort and expense, its Form 10-Q for the
quarterly period ended Aug. 31, 2023 because additional time is
needed to prepare and finalize the financial statements and other
disclosures in the Report.
About Daybreak Oil and Gas
Daybreak Oil and Gas, Inc. is an independent crude oil and natural
gas company currently engaged in the exploration, development and
production of onshore crude oil and natural gas in the United
States. The Company is headquartered in Spokane Valley, Washington
with an operations office in Friendswood, Texas.
Daybreak Oil reported a net loss of $398,450 for the 12 months
ended Feb. 28, 2022, compared to a net loss of $512,265 for the 12
months ended Feb. 28, 2021. As of Aug. 31, 2022, the Company had
$8.56 million in total assets, $3.83 million in total liabilities,
and $4.73 million in total stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2006, issued a "going concern" qualification in its report dated
June 15, 2022, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
DAYBREAK OIL: Delays Filing of Financial Report
-----------------------------------------------
Daybreak Oil and Gas, Inc. disclosed in a Form 12b-25 filed with
the Securities and Exchange Commission that the Company is unable
to file, without unreasonable effort and expense, its Form 10-Q for
the quarterly period ended August 31, 2023.
The Company is unable to file the report timely due to additional
time needed to prepare and finalize the financial statements and
other disclosures in the Report.
The Company has yet to file its Form 10-K for the period ended
February 28, 2023; and Form 10-Q for the period ended August 31,
2023.
About Daybreak Oil and Gas
Daybreak Oil and Gas, Inc. is an independent crude oil and natural
gas company currently engaged in the exploration, development, and
production of onshore crude oil and natural gas in the United
States. The Company is headquartered in Spokane Valley, Washington
with an operations office in Friendswood, Texas. Daybreak owns a
3-D seismic survey that encompasses 20,000 acres over 32 square
miles with approximately 6,500 acres under lease in the San Joaquin
Valley of California. The Company operates production from 20 oil
wells in our East Slopes project area in Kern County, California.
Daybreak Oil reported a net loss of $398,450 for the 12 months
ended Feb. 28, 2022, compared to a net loss of $512,265 for the 12
months ended Feb. 28, 2021. As of Aug. 31, 2022, the Company had
$8.56 million in total assets, $3.83 million in total liabilities,
and $4.73 million in total stockholders' equity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2006, issued a "going concern" qualification in its report dated
June 15, 2022, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going
concern.
DIAMOND CREEK: Trustee Gets OK to Hire Rincon Law as Counsel
------------------------------------------------------------
Janina Hoskins, the trustee appointed in the Chapter 11 case of
Diamond Creek Villa, LLC, received approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
Rincon Law, LLP as her counsel.
The trustee requires legal counsel to:
(a) assist and advise the trustee regarding her duties under
11 U.S.C. Sec. 1106;
(b) assist and advise the trustee regarding her report and
recommendation under 11 U.S.C. Sec. 1106(a)(5) and, if advisable,
assist in the formulation and filing of a Chapter 11 plan;
(c) assist and advise the trustee regarding cash collateral
issues;
(d) assist and advise the trustee in the investigation,
collection, and (if appropriate) liquidation of assets of the
estate;
(e) assist and advise the trustee regarding any transfers that
may be avoidable under the provisions of the bankruptcy code;
(f) represent the trustee in litigation she determines is
necessary;
(g) if the trustee requests, assist the trustee in the
objection to claims; and
(h) attend court hearings as necessary.
The hourly rates of the firm's attorneys are as follows:
Charles P. Maher $595
Gregg S. Kleiner $595
Jeffrey L. Fillerup $595
Michael A. Isaacs $595
In addition, the firm will seek reimbursement for expenses
incurred.
Charles Maher, Esq., an attorney at Rincon Law, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Charles P. Maher, Esq.
Rincon Law, LLP
268 Bush Street, Suite 3335
San Francisco, CA 94104
Telephone: (415) 840-4199
Facsimile: (415) 680-1712
Email: cmaher@rinconlawllp.com
About Diamond Creek Villa
Diamond Creek Villa, LLC, a company in Cupertino, Cal., 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.
Janina Hoskins was appointed as trustee in this Chapter 11 case.
The trustee tapped Rincon Law, LLP as her counsel.
DIRECT TEXTILE: Case Summary & One Unsecured Creditor
-----------------------------------------------------
Debtor: Direct Textile Store, LLC
103 Franklin Ct.
Colleyville, TX 76034
Business Description: Direct Textile is a wholesale supplier of
bed linens, towels, bed sheets, and textile
supplies.
Chapter 11 Petition Date: October 24, 2023
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 23-43225
Judge: Hon. Edward L. Morris
Debtor's Counsel: Robert C. Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr Ste 1150
Houston TX 77036-3369
Tel: (713) 595-8200
Fax: (713) 595-8201
Email: notifications@lanelaw.com
Total Assets: $165,587
Total Debts: $3,737,648
The petition was signed by John Henry Lee III as president.
The Debtor listed Centerstone SBA Lending, Inc. located at
700 South Flower Street Suite 850, Los Angeles, CA 90017, as its
sole unsecured creditor holding a claim of $3,737,648.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/LENTNNA/Direct_Textile_Store_LLC__txnbke-23-43225__0001.0.pdf?mcid=tGE4TAMA
DMK PHARMACEUTICALS: Appoints Seth Cohen as Chief Financial Officer
-------------------------------------------------------------------
DMK Pharmaceuticals Corporation disclosed in a Form 8-K filed with
the Securities and Exchange Commission that the Company appointed
Seth A. Cohen as the Company's chief financial officer, replacing
David J. Marguglio, who had served on an interim basis as chief
financial officer since July 2023. Mr. Marguglio's status as an
officer of the Company and employment with the Company terminated
effective Oct. 16, 2023.
Mr. Cohen, 61, has over 30 years' experience in business and
finance. Since 2011, Mr. Cohen has been the principal of CFOX
Consulting, LLC, which provides CFO and related services to public,
private equity backed, and start-up businesses. From 2000 to 2011,
Mr. Cohen served in various leadership roles of increasing
responsibility at Newtek Business Services, Inc. In 2007, he was
appointed chief financial officer and tasked with directing the
corporate accounting and finance department as well as overseeing
the company's various subsidiaries. Prior to that time, Mr. Cohen
served as director of the Mayor's Office of Pensions and Public
Finance for the City of New York, where he managed the
securitization of assets, oversaw multibillion-dollar debt
issuances, and initiated and helped oversee pension policy. Before
then, he developed his corporate and municipal finance skills in
positions at Lehman Brothers, Patricof & Co., and Dean Witter
Reynolds Inc. Mr. Cohen has an MBA from Columbia Business School
and a BA from Yale University.
In connection with his appointment as chief financial officer, the
Company has entered into an employment agreement with Mr. Cohen.
Under the agreement, the Company has agreed to employ Mr. Cohen as
chief financial officer. The agreement provides, among other
terms, for an initial base salary at a rate of $400,000 per annum,
effective upon the effectiveness of his appointment.
General Counsel Appointment
The Company has also appointed John W. Dorbin, Jr., as the
Company's general counsel and corporate secretary, effective Oct.
23, 2023.
Mr. Dorbin, age 52, has been the general counsel and corporate
secretary of Arcimoto, Inc., a public company that develops and
manufactures light, electric vehicles including three-wheeled
electric vehicles, since October 2020. From October 2018 to
October 2020, Mr. Dorbin was an independent business consultant.
From February 2012 to August 2018, he served as vice president,
general counsel, and assistant secretary for Supreme Industries,
Inc. and its wholly owned subsidiary, Supreme Corporation, a
national manufacturer of truck bodies and specialty vehicles. He
was previously Corporate Counsel at CTS Corporation (NYSE: CTS), an
international electronics manufacturer, from May 2005 to February
2012. Mr. Dorbin holds a B.A., With Distinction, from Purdue
University and a J.D. from the University of Notre Dame.
In connection with his appointment as general counsel, the Company
has entered into an employment agreement with Mr. Dorbin. Under
the agreement, the Company has agreed to employ Mr. Dorbin as
general counsel and corporate secretary. The agreement provides,
among other terms, for an initial base salary at a rate of $230,000
per annum, effective upon the effectiveness of his appointment.
As a material inducement to Mr. Dorbin's willingness to accept the
Company's offer of employment, the Company will recommend that the
Compensation Committee of the Board of Directors and the Company's
independent directors approve the grant of a stock option to Mr.
Dorbin to purchase an aggregate of 70,000 shares of common stock.
The stock option will be granted in accordance with Nasdaq Listing
Rule 5635(c)(4). The stock option has a ten-year term and will
have an exercise price equal to the closing price of the Company's
common stock on the Nasdaq Capital Market on the grant date of the
option. The option will vest over a four-year period, with the
option vesting and becoming exercisable with respect to one-eighth
of the total number of shares subject to the option on the six
month anniversary of the date of first employment and the remainder
vesting monthly thereafter with respect to 1/48 of the total number
of shares subject to the option in equal monthly installments, with
the option vesting in full four years after the date of first
employment, provided that Mr. Dorbin continues to provide service
to the Company through the applicable vesting dates. The stock
option will be granted outside of the Company's 2020 Equity
Incentive Plan.
The Company also has entered or will enter into its standard form
of indemnity agreement with Mr. Dorbin.
About DMK Pharmaceuticals
DMK Pharmaceuticals (formerly known as Adamis Pharmaceuticals
Corporation) is a commercial stage neuro-biotech company primarily
focused on developing and commercializing products for the
treatment of opioid overdose and substance use disorders. DMK's
commercial products approved by the FDA include ZIMHI (naloxone)
Injection for the treatment of opioid overdose, and SYMJEPI
(epinephrine) Injection for use in the emergency treatment of acute
allergic reactions, including anaphylaxis. The Company is focused
on developing novel therapies for opioid use disorder (OUD) and
other important neuro-based conditions where patients are
currently underserved. DMK believes its technologies are at the
forefront of endorphin-inspired drug design with its mono, bi- and
tri-functional small molecules that simultaneously modulate
critical networks in the nervous system. DMK has a library of
approximately 750 small molecule neuropeptide analogues and a
differentiated pipeline that could address unmet medical needs by
taking the novel approach to integrate with the body's own efforts
to regain balance of disrupted physiology. The Company's lead
clinical stage product candidate, DPI-125, is being studied as a
potential novel treatment for OUD. DMK also plans to develop the
compound for the treatment of moderate to severe pain. The
Company's other development stage product candidates include
DPI-221 for bladder control problems and DPI-289 for severe end
stage Parkinson's disease.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 16, 2023, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
DMK PHARMACEUTICALS: Nasdaq Says Prior Notice Issued in Error
-------------------------------------------------------------
DMK Pharmaceuticals Corporation disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on Oct. 18, 2023, the
Company received a superseding notice from the Listing
Qualifications Department of The Nasdaq Stock Market LLC,
indicating that its prior notice was issued in error.
The Subsequent Notice indicated that because the Company was
subject to a one-year Mandatory Panel Monitor as a result of a
prior hearing before the Panel, the Company was not eligible for
the automatic 180-day compliance grace period provided by Listing
Rule 5810(c)(3)(A) and that the Company's non-compliance with the
Bid Price Rule serves as an additional basis for delisting from
Nasdaq.
On Oct. 4, 2023, DMK Pharmaceuticals received notice from Nasdaq
notifying the Company that it failed to evidence a minimum closing
bid price of $1.00 per share, as required by Nasdaq Listing Rule
5550(a)(2), for the previous 30 consecutive days and that the
Company was provided a grace period of 180 calendar days from the
date of the Prior Notice, or until April 1, 2024, to regain
compliance with the Bid Price Rule, in accordance with Listing Rule
5810(c)(3)(A).
On Oct. 11, 2023, the Company received notice from the Staff that,
due to the Company's failure to regain compliance with the minimum
$35 million market value of listed securities requirement set forth
in Nasdaq Listing Rule 5550(b)(2) during the 180-day grace period
previously granted to the Company that expired on Oct. 9, 2023, the
Company's common stock was subject to delisting unless the Company
timely requested a hearing before the Nasdaq Hearings Panel.
In response, the Company timely requested a hearing before the
Panel, which request stayed any further action by Nasdaq at least
until the hearing is held and any extension the Panel may grant to
the Company following the hearing expires.
At the hearing, the Company will address its plan to regain
compliance with both the Bid Price Rule and the MVLS Rule as well
as its continued compliance with all other applicable criteria for
continued listing on The Nasdaq Capital Market. According to the
Company, there can be no assurance that the Panel will grant the
Company's request for continued listing or that the Company will
evidence compliance with the listing rules prior to the expiration
of any extension that may be granted by the Panel following the
hearing.
About DMK Pharmaceuticals
DMK Pharmaceuticals (formerly known as Adamis Pharmaceuticals
Corporation) is a commercial stage neuro-biotech company primarily
focused on developing and commercializing products for the
treatment of opioid overdose and substance use disorders. DMK's
commercial products approved by the FDA include ZIMHI (naloxone)
Injection for the treatment of opioid overdose, and SYMJEPI
(epinephrine) Injection for use in the emergency treatment of acute
allergic reactions, including anaphylaxis. The Company is focused
on developing novel therapies for opioid use disorder (OUD) and
other important neuro-based conditions where patients are
currently underserved. DMK believes its technologies are at the
forefront of endorphin-inspired drug design with its mono, bi- and
tri-functional small molecules that simultaneously modulate
critical networks in the nervous system. DMK has a library of
approximately 750 small molecule neuropeptide analogues and a
differentiated pipeline that could address unmet medical needs by
taking the novel approach to integrate with the body's own efforts
to regain balance of disrupted physiology. The Company's lead
clinical stage product candidate, DPI-125, is being studied as a
potential novel treatment for OUD. DMK also plans to develop the
compound for the treatment of moderate to severe pain. The
Company's other development stage product candidates include
DPI-221 for bladder control problems and DPI-289 for severe end
stage Parkinson's disease.
San Diego, California-based BDO USA, LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 16, 2023, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
DRJ GROUP: Seeks to Hire West & West Attorneys as Legal Counsel
---------------------------------------------------------------
DRJ Group, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire West & West Attorneys at Law,
P.C. as its legal counsel.
The firm's services include:
(a) advising the Debtor as to its powers and duties in the
continued operation of its business and management of its
properties during bankruptcy;
(b) taking actions to preserve and protect the Debtor's
assets, including, if required by the facts and circumstances, the
prosecution of adversary proceedings and other actions on the
Debtor's behalf, the defense of actions commenced against the
Debtor, negotiations concerning litigation in which the Debtor is
involved, objection to the allowance of any objectionable claims
filed against the Debtor's estate and estimation of claims against
the estate where appropriate;
(c) preparing legal documents;
(d) assisting the Debtor in the development, negotiation and
confirmation of a plan of reorganization and the preparation of a
disclosure statement; and
(e) other necessary legal services.
The firm will be paid at these rates:
Dean W. Greer, Esq. $400 per hour
Paralegals $100 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The firm received a retainer in the amount of $12,500. of which
$1,738 was used to pay the bankruptcy filing fee.
Dean Greer, Esq., a partner at West & West, 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:
Dean W. Greer, Esq.
WEST & WEST ATTORNEYS AT LAW, P.C.
2929 Mossrock, Ste. 204
San Antonio, TX 78230
Tel: (210) 342-7100
Fax: (210) 342-3633
Email: dean@dwgreerlaw.com
About DRJ Group
DRJ Group operates a restaurant/catering business.
DRJ Group, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
23-51346) on Oct. 2, 2023. The petition was signed by Ruben Luna as
managing member. St the time of filing, the Debtor estimated up to
$50,000 in assets and $1 million to $10 million in liabilities.
Judge Michael M. Parker presides over the case.
Dean W. Greer, Esq. at WEST & WEST ATTORNEYS AT LAW, P.C.
represents the Debtor as counsel.
DULING SONS: Trustee Taps Berkeley Research Group as Accountant
---------------------------------------------------------------
Elizabeth Lally, the trustee appointed in the Chapter 11 case of
Duling Sons, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of South Dakota to employ Berkeley Research Group
LLC as her accountant.
The trustee requires an accountant to:
(a) advise on tax matters related to the Chapter 11 case;
(b) assist with the preparation of certain tax returns for the
Debtor; and
(c) assist the Subchapter V trustee in the discharge of her
duties.
The hourly rates of the firm's professionals are as follows:
Vernon Calder, Managing Director $440
Leif Larsen, Associate Director $355
Kellee Calder, Para-professional $145
In addition, the firm will seek reimbursement for expenses
incurred.
Leif Larsen, a member at Berkeley, 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:
Leif Larsen
Berkeley Research Group LLC
201 S. Main, Suite 450
Salt Lake City, UT 84111
Telephone: (801) 321-0076
Facsimile: (801) 355-9926
Email: llarsen@thinkbrg.com
About Duling Sons
Duling Sons Inc., a company based in Gregory, S.D., filed a
voluntary petition for Chapter 11 protection (Bankr. D. S.D. Case
No. 21-30026) on Dec. 3, 2021, with $10 million to $50 million in
assets and $1 million to $10 million in liabilities. Raymond Joseph
Duling, president of Duling Sons, signed the petition.
Judge Charles L. Nail, Jr., presides over the case.
Clair R. Gerry, Esq., at Gerry & Kulm Ask, Prof. LLC represents the
Debtor as legal counsel.
Elizabeth M. Lally is the Subchapter V trustee appointed in the
Debtor's case. The trustee tapped Spencer Fane, LLP as counsel and
Berkeley Research Group LLC as accountant.
EDGEWELL PERSONAL: S&P Alters Outlook to Stable, Affirms 'BB' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on U.S.-based
Edgewell Personal Care Co. to stable from negative. S&P also
affirmed all its ratings on the company, including the 'BB' issuer
credit rating and 'BB' issue-level rating on the senior unsecured
debt. The recovery rating remains '3'.
S&P said, "The stable outlook reflects our expectation for
generally steady sales and profit growth over the next year. We
further expect the company will continue to generate satisfactory
free operating cash flow (FOCF) and focus on deleveraging to its
company-defined net leverage target of 2x-3x.
"The rating affirmation reflects our expectation that supply chain
and cost inflation headwinds are largely behind the company with a
line of sight for sustained EBITDA growth."
For the nine months ended June 30, 2023, revenue grew by 5%
compared with the previous year while S&P Global Ratings-adjusted
EBITDA margin improved by 230 basis points, primarily driven by
higher pricing and cost-savings initiatives largely offsetting
input cost inflation. The company's internal productivity and
efficiency programs added more than 200 basis points to margins
during the period. Consequently, S&P expects absolute adjusted
EBITDA growth of about 12% in fiscal 2023, driving adjusted
leverage improvement to just below 4x, from 4.6x at the end of
fiscal 2022.
The company's products are overall holding their market share
position within the U.S. in almost all of its major product
categories. Women's systems share was up compared to the previous
year driven by Billie's retail expansion and feminine care share
was flat. Sun care share was down in 2023 compared to 2022 as rival
products returned to shelf following last year's recalls while sun
care consumption was negatively impacted due to unfavorable weather
conditions. International markets performed better than the U.S.,
notably in the sun care and wet shave segments where the company
has meaningful business. Overall, S&P thinks the company is now on
a firmer footing to stabilize revenue and grow EBITDA in fiscal
2024 supported by its portfolio of solid brands, easing
inflationary headwinds and focus on cost savings.
S&P's rating incorporates Edgewell's capital allocation policy and
deleveraging target.
Edgewell intends to operate at a company-defined net debt leverage
ratio of 2x-3x. S&P thinks this is achievable given its expectation
for annual FOCF of about $160 million in fiscals 2023 and 2024. S&P
expects the company will continue to pay dividends and engage in
share repurchases, albeit at levels that do not impede its
deleveraging target. Bolt-on acquisitions are also possible that
could temporarily weaken credit metrics. The company demonstrated
its ability to deleverage following its $235 million acquisition of
Cremo in 2020 and $310 million acquisition of Billie in 2021,
despite being subject to substantial macroeconomic headwinds.
Risks to S&P's base case include intensifying competition,
additional input cost inflation, and worse-than-expected
macroeconomic headwinds.
While material and freight costs have largely come down from the
highs experienced last year, labor and fuel costs remain high.
Further, the company took several pricing actions across its
product portfolio over the past few quarters and additional pricing
may not be accepted by consumers even in a scenario where input
cost inflation rises again, but this is not S&P's base case. This
is especially true in the wet shave category, where the company
competes against larger players such as Procter & Gamble Co. (P&G),
Unilever U.S. Inc., and Kimberly-Clark Corp., all of which have
substantially greater resources than Edgewell. S&P thinks the risks
are partially offset by Edgewell's satisfactory brands and to a
lesser extent, mid-tier priced portfolio.
The stable outlook reflects S&P's expectation that Edgewell will
continue to expand its revenue and profits over the next year,
driven by volume growth and easing input costs, such that adjusted
leverage improves to less than 4x.
S&P could lower the rating if it projected adjusted debt to EBITDA
would increase and remain above 4x, which could happen if:
-- Competition from larger rivals and online shave clubs
escalated, resulting in market share losses;
-- Operating performance fell short of our expectations due to
reduced consumer spending because of weaker economic conditions;
-- Inflationary conditions persisted and the company could not
offset cost inflation with higher prices and productivity savings;
-- Supply chain were disrupted unexpectedly and/or shelf space for
its products at retailers were lost; or
-- Financial policies became more aggressive than S&P expected,
including materially higher share repurchases, multiple bolt-on
acquisitions, or an unexpected transformational acquisition.
Although unlikely over the next year, S&P could raise the rating if
Edgewell strengthened its business position and demonstrated
sustained adjusted EBITDA growth, along with conservative financial
policies that allow it to sustain adjusted debt to EBITDA below 3x.
This could occur if:
-- The company successfully executed its growth, innovation, and
cost savings strategy; and
-- Consumption trends for the company's products remained
healthy.
EISNER ADVISORY: Moody's Cuts Rating on Revolver Loans to 'B2'
--------------------------------------------------------------
Moody's Investors Service downgraded the senior secured first lien
revolver rating of Eisner Advisory Group LLC, a middle-market U.S.
accounting, tax and advisory services provider, to B2 from Ba2 and
affirmed the company's existing senior secured first lien term loan
B ratings at B2. The company's stable outlook and other existing
ratings, including the B2 corporate family rating and B2-PD
probability of default rating, are unaffected.
The three notch downgrade of Eisner's revolver rating is due to the
proposed change in the capital structure. As proposed by the draft
terms of the latest credit facility amendment, the revolver will no
longer have super-priority status and will rank pari passu with the
existing secured term loans. Also as part of the amendment, the
total size of the revolver will be upsized to $130 million from $50
million.
RATINGS RATIONALE
Eisner's B2 CFR is constrained by high financial leverage, as
expressed by gross debt-to-EBITDA, of 5.8x (pro-forma for
acquisitions) as of LTM April 30, 2023, somewhat smaller scale
relative to global business service companies and the highly
competitive characteristics of the mature audit and tax industry.
The rating is also constrained by an aggressive financial policy
under private equity ownership with potential for
shareholder-friendly transactions. Having completed 25 acquisitions
since 2012, Moody's expect Eisner will continue pursuing
debt-funded acquisitions, limiting the company from meaningfully
reducing financial leverage in the near term.
The rating benefits from Eisner's balanced business profile and
strong name recognition, diversified client base with top 10
clients representing less than 5% of total revenue, and a highly
recurring revenue model supported by strong client retention rates.
The rating also benefits from good liquidity supported by low
capital intensity and a track record of solid revenue and earnings
growth demonstrated over the recent years. Moody's expects margin
expansion will be driven by the company's investments in offshoring
and technology support. Moody's also considers Eisner's relatively
strong partner retention rates, which is a key factor in its
revenue earning ability. When the employment and macro-economic
environment in the United States is favorable, employee turnover
risks persist. However, continued high levels of incentives and
retention tools partially mitigate risk of partner turnover.
Debt capital is comprised of a $130 million revolving credit
facility expiring in 2026 and approximately $732 million of
outstanding term loans maturing 2028. The B2 credit facility
ratings, the same as the B2 CFR, reflect the preponderance of debt
represented by the term loan and revolver. The revolver and term
loans have a first priority security interest in substantially all
assets of the borrower and guarantors.
The stable outlook reflects Moody's expectations for moderate
revenue growth over the next two years, no dividend distributions,
and free cash flow generation.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Eisner increases its scale through
organic growth or acquisitions, demonstrates a commitment to more
conservative financial policies, sustains financial leverage below
4.5x and sustains free cash flow-to-debt above 10%.
The ratings could be downgraded if Eisner experiences declining
revenues and operating margins or high employee turnover rates. The
ratings could also be downgraded if the company exhibits financial
policies that include debt-financed dividends or acquisitions
increasing financial leverage to be sustained above 6.5x or free
cash flow-to-debt below 5%. Material weakening in liquidity could
also pressure the ratings.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Eisner Advisory Group LLC, domiciled in New York, is a
middle-market U.S. professional services firm with a national
platform and global presence, offering accounting, tax and advisory
services to over 30,000 clients. The company is majority-owned by
an investor group led by private equity sponsor TowerBrook.
ELETSON HOLDINGS: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Eletson
Holdings, Inc. and its affiliates.
The committee members are:
1. Gene B. Goldstein
19801 Linnet Street
Woodland Hills, CA 91364
Telephone: (818) 621-6088
Email: xfixer4u@yahoo.com
2. Aegean Baltic Bank S.A.
91 Megalou Alexandrou Street & 25th Martiou Street
15124 Maroussi, Athens, Greece
Telephone: +302106234110
Email: special.credits@ab-bank.com
3. Wilmington Savings Fund Society, FSB, as Indenture Trustee
501 Carr Road, Suite 100
Wilmington, DE 19809
Attention: Patrick J. Healy, Senior Vice President
Telephone: (302) 888-7420
Email: phealy@wsfsbank.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Eletson Holdings
Eletson Holdings Inc. is a family-owned international shipping
company, which touts itself as having a global presence with
headquarters in Piraeus, Greece as well as offices in Stamford,
Connecticut, and London.
At one time, Eletson claimed to own and operate one of the world's
largest fleets of medium and long-range product tankers and boasted
a fleet consisting of 17 double hull tankers with a combined
capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined
capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000
cbm.
Eletson Holdings, a Liberian company, is Eletson's ultimate parent
company and is the direct parent and owner of 100% of the equity
interests in the two other debtors, Eletson Finance (US) LLC, and
Agathonissos Finance LLC.
Eletson and its two affiliates were subject to involuntary Chapter
7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on
March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners,
L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are
represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP.
On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11
cases.
The Honorable John P. Mastando, III is the case judge.
Derek J. Baker, Esq., represents the Debtors as bankruptcy counsel.
ELITE INVESTMENT: Taps AKG | Christie's International as Broker
---------------------------------------------------------------
Elite Investment Management Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
AKG | Christie's International Real Estate as its real estate
broker.
The Debtor requires a broker to:
(a) market and show the Debtor's property to prospective
buyers;
(b) assist the Debtor in obtaining and providing due diligence
materials to prospective buyers;
(c) notify prospective buyers of any bid procedures approved
by the court or proposed (or to be proposed) by the Debtor in
connection with a sale under section 363 of the Code or through a
Chapter 11 plan;
(d) receive offers from prospective buyers;
(e) convey counter-offers, if any, to prospective buyers;
(f) consult with the Debtor and its bankruptcy counsel
regarding all of the foregoing; and
(g) perform any other and customary services that may be
appropriate in connection with the broker's retention by the
Debtor.
The broker will be paid a commission, through escrow, in an amount
equal to 4 percent of the gross sale price. If the buyer has a
broker, its broker will be entitled to receive half of the
commission.
Aaron Kirman, president at AKG, 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:
Aaron Kirman
AKG | Christie's International Real Estate
433 N. Camden Dr., Suite 600
Beverly Hills, CA 90210
Telephone: (424) 252-1900
About Elite Investment Management Group
Elite Investment Management Group is engaged in activities related
to real estate. Its principal assets are located at 10710 Chalon
Rd., in Los Angeles, California.
Elite Investment Management Group sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15752) on
Sept. 5, 2023. In the petition filed by Jonathan Menlo, authorized
agent, the Debtor reported assets and liabilities between $10
million and $50 million.
The Honorable Bankruptcy Judge Neil W. Bason handles the case.
John N. Tedford, IV, at Danning, Gill, Israel & Krasnoff, LLP, is
the Debtor's counsel.
EMPLOYBRIDGE HOLDING: Moody's Alters Outlook on B2 CFR to Negative
------------------------------------------------------------------
Moody's Investors Service affirmed EmployBridge Holding Company's
B2 corporate family rating, B2-PD probability of default rating and
B3 rating on EmployBridge's senior secured term loan B due 2028.
EmployBridge is a Georgia-based a provider of temporary and
contract staffing services.
The outlook has been changed to negative from stable due to Moody's
expectation of debt to EBITDA leverage being sustained above 5.0x
and limited free cash flow generation against the backdrop of a
slower economic conditions. Given the mature and competitive
industry dynamics in the staffing industry and modest
profitability, maintenance of better than median credit metrics
compared to other similarly-rated services issuers is an important
consideration for the rating.
RATINGS RATIONALE
EmployBridge's B2 CFR reflects the company's scale and high debt to
EBITDA leverage of 5.8x for the 12-month period ended June 30,
2023, which Moody's expects to decline to 5.2x at the end of this
year and further to around 5.0x at the end of 2024, driven by low
single digit revenue growth and improving margins. EmployBridge's
leverage has increased since the leveraged buyout of the company in
2021 as a result of debt funded acquisitions.
The rating also considers EmployBridge's modest profitability, with
EBITDA margin likely to be around 5%, which is low compared to some
other temporary staffing companies. Free cash flow to debt will
remain in the low single digit range and given very thin EBITDA
margin will be determined largely by changes in working capital or
capital expenditure. Profitability margin improvement will be
modest and will be driven by synergies from the recent acquisitions
that will shorten time to fill positions. The staffing industry is
mature and highly competitive with several significantly larger
staffing companies as well as established niche players. However,
Moody's believes that over the long term secular trends towards
greater workforce outsourcing remain supportive of the company.
All financial metrics cited reflect Moody's standard adjustments.
EmployBridge's credit profile is supported by the company's
competitive size and national branch network, enabling the company
to serve national multi-site clients and to invest in technology
and talent. The company has a diverse customer base but there is
concentration in certain end markets such as distribution and
logistics, food services, autos and retail, which tend to be very
cyclical. However, revenue concentration is with a high-quality
roster of large logistics and light-manufacturing related
companies. Moreover, EmployBridge is growing its on-site presence
at many of its largest clients' facilities, which Moody's
anticipates will increase client retention and establish stronger
competitive barriers.
Moody's considers EmployBridge's liquidity profile to be adequate.
Liquidity is supported by a $360 million asset-based revolving
credit agreement (ABL) due 2027 that had availability of $161
million as of the end of June 2023 and cash on hand of
approximately $35 million. The company also has a $160 million
letter of credit facility that supports its workers' compensation
insurance program. Moody's expects free cash flow to be limited to
less than $20 million annually over the next 12-15 months.
EmployBridge's cash flow is seasonal, with working capital
typically decreasing in the first fiscal quarter, thereby driving
positive free cash flow, and then building throughout the course of
the rest of the year, driving low or negative free cash flow. There
are no financial covenants applicable to the term loan. The ABL is
subject to a springing minimum fixed charge coverage ratio (as
defined in the loan documentation) of at least 1x time when the
availability is less than the greater of (i) 10% of the lesser of
the borrowing base and the line cap and (ii) $30 million. Moody's
does not expect the covenant to be measured over the next 12 to 15
months but anticipates EmployBridge could comfortably meet the test
if it is measured.
The negative outlook reflects Moody's expectations for year over
year revenue declines this year as a result of weakness in certain
end markets, including transportation and automotive clients.
Revenue growth will be in the low single digit area and Moody's
expects some margin improvement in 2024. However, debt-to-EBITDA
leverage will remain above 5.0x and free cash flow to debt will be
in the low single digit area. The outlook could return to stable if
revenue growth exceeds Moody's expectations and leverage and cash
flow improve, as a result.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook indicated that rating upgrades are unlikely
over the next 12-18 months. However, the ratings could be upgraded
if: 1) EmployBridge generates consistent revenue and EBITDA growth;
2) debt-to-EBITDA remains below 4.0x; 3) free cash flow-to-debt is
in the high single digits percentages; 4) EBITDA margins reach
above 5%; and 5) the company maintains good liquidity. Expectations
for balanced financial strategies emphasizing debt reduction is
also an important consideration for higher ratings.
The ratings could be downgraded if Moody's expects: 1) revenue
declines, implying an increase in competition or loss of market
share or margins deteriorate; 2) debt-to-EBITDA will be sustained
above 5.0x; 3) free cash flow-to-debt will be maintained to less
than 1%; or 4) EmployBridge's liquidity profile will deteriorate
further.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
EmployBridge, based in Atlanta, GA, is a provider of temporary and
contract staffing services through company owned and franchised
locations throughout the U.S. The company offers temporary
staffing, temp-to-hire, and direct placement services and derives
most of its revenues from the placement of light industrial,
transportation and clerical staff. The company is controlled by
affiliates of Apollo Global Management, Inc. Moody's expects
revenue of around $3.5 billion in FY 2023.
EYECARE PARTNERS: $440MM Bank Debt Trades at 37% Discount
---------------------------------------------------------
Participations in a syndicated loan under which Eyecare Partners
LLC is a borrower were trading in the secondary market around 63.0
cents-on-the-dollar during the week ended Friday, October 20, 2023,
according to Bloomberg's Evaluated Pricing service data.
The $440 million facility is a Term loan that is scheduled to
mature on November 15, 2028. The amount is fully drawn and
outstanding.
EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a
medically focused eye care services provider. EyeCare Partners is
vertically integrated, providing optometry, ophthalmology and
retail products.
FALLING TIMBERS: Hires Lefkovitz & Lefkovitz as Legal Counsel
-------------------------------------------------------------
Falling Timbers Tree Service LLC seeks approval U.S. Bankruptcy
Court for the Middle District of Tennessee to hire Lefkovitz &
Lefkovitz, PLLC as its counsel.
The firm's services include:
a. advising the Debtor as to the rights, duties, and powers as
Debtor-in Possession;
b. preparing and filing statements and schedules, plans, and
other documents and pleadings necessary to be filed by the Debtor
in this proceeding;
c. representing the Debtor at all hearings, meetings of
creditors, conferences, trials, and any other proceedings in this
case; and
d. performing such other legal services as may be necessary in
connection with this case.
The firm will be paid at these rates:
Steven L. Lefkovitz $575 per hour
Associate Attorneys $450 per hour
Paralegals $125 per hour
The firm received a retainer of $7,500 from the Debtor.
Steven Lefkovitz, Esq., an attorney at Lefkovitz & Lefkovitz,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ, PLLC
908 Harpeth Valley Place
Nashville, TN 37221
Telephone: (615) 256-8300
Facsimile: (615) 255-4516
Email: slefkovitz@lefkovitz.com
About Falling Timbers Tree Service LLC
Falling Timbers Tree Service LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
23-03700) on Oct. 9, 2023, listing $100,001 to $500,000 in both
assets and liabilities.
Judge Randal S Mashburn oversees the case.
Steven L. Lefkovitz, Esq. at Lefkovitz And Lefkovitz, PLLC
represents the Debtor as counsel.
FARADAY FUTURE: Metaverse Horizon Buys $1M Worth of Class A Shares
------------------------------------------------------------------
Faraday Future Intelligent Electric Inc. disclosed in a Form 8-K
filed with the Securities and Exchange Commission that on Oct. 10,
2023, Metaverse Horizon Limited, an independent investment fund,
subscribed and purchased from the Company 4,621 shares of Class A
common stock for an aggregate purchase price of $1,000,000 and
waived any and all requirements of the Company to maintain the VWAP
(as defined in the Unsecured Convertible Senior Promissory Note)
for its Class A common stock of at least $8.00 for the five trading
days prior to the Funding pursuant to the introductory paragraph of
the Unsecured SPA Notes. Such issuance is for existing commitments
under the existing Unsecured SPA and does not increase additional
commitments of the Unsecured SPA Notes.
The Company entered into the Unsecured SPA dated as of May 8, 2023,
with certain purchasers and on Aug. 15, 2022, the Company entered
into a Securities Purchase Agreement, dated as of Aug. 14, 2022,
with FF Simplicity Ventures LLC, an entity affiliated with ATW
Partners LLC and in its capacity as administrative agent and
collateral agent.
Pursuant to the Securities Purchase Agreements, the Company
received conversion notices from the holders, evidencing each
Holder's desire to convert the principal amount of the Unsecured
SPA Note or the Company's convertible senior secured notes issued
under the Secured SPA, as applicable, issued to such Holder under
the Unsecured SPA or Secured SPA, as applicable, into shares of
Class A common stock to be issued by the Company pursuant to such
conversion notice. Such issuance is for existing commitments under
the existing Securities Purchase Agreements and does not increase
additional commitment of such convertible notes.
The following table details the Class A common stock issued
pursuant to the Securities Purchase Agreements as a result of
converting existing and funded Notes:
No. of Class A
common stock, par
value $0.0001
per share
Issuance Date Issued Holder
Consideration
Oct. 12, 2023 622,818 FF Vitality Ventures
$550,000
Oct. 12, 2023 941,804 FF Vitality Ventures LLC
$826,339
Oct. 13, 2023 675,191 V W Investment Holding Ltd
$596,250
Oct. 17, 2023 1,424,664 FF Prosperity Ventures LLC
$1,250,000
Oct. 17, 2023 296,947 Senyun International Ltd.
$250,000
The shares were issued upon conversion of the principal amounts
under the convertible notes to each of the Holders, pursuant to the
exemption from the registration requirements of the Securities Act
of 1933, as amended, provided by Section 3(a)(9) thereof.
About Faraday Future
Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) --
http://www.ff.com-- designs and engineers next-generation
intelligent, connected, electric vehicles. FF intends to start
manufacturing vehicles at its production facility in Hanford,
California, with additional future production capacity needs
addressed through a contract manufacturing partner in South Korea.
FF is also exploring other potential contract manufacturing options
in addition to the contract manufacturer in South Korea. The
Company has additional engineering, sales, and operational
capabilities in China and is exploring opportunities for potential
manufacturing capabilities in China through a joint venture or
other arrangement.
Faraday Future reported a net loss of $552.07 million for the year
ended Dec. 31, 2022, a net loss of $516.50 million for the year
ended Dec. 31, 2021, compared to a net loss of $147.08 million for
the year ended Dec. 31, 2020.
New York, NY-based Mazars USA LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 9, 2023, citing that the Company has incurred operating
losses since inception, has continued cash outflows from operating
activities, and has an accumulated deficit. These conditions raise
substantial doubt about its ability to continue as a going concern.
FARADAY FUTURE: Regains Compliance With Board Composition Rule
--------------------------------------------------------------
Faraday Future Intelligent Electric Inc. disclosed in a Form 8-K
filed with the Securities and Exchange Commission that its Board of
Directors has determined that in addition to Mr. Chad Chen, Mr. Jie
Cheng, and Mr. Lev Peker, each of whom is an independent director,
Ms. Li Han is independent as defined by Nasdaq Listing Rule 5605.
In addition, the Board voted to reduce the size of the Board from
seven to six members, effective immediately. As a result of such
reduction, there are currently no vacancies on the Board.
"With the determination of Ms. Han as independent, the Company has
regained compliance with Nasdaq Listing Rule 5605(b)(1) within the
standard grace period for achieving such compliance and the matter
is now resolved," the Company said.
Ke Sun previously notified the Board that she has resigned as a
director of the Company. In connection with Ms. Sun's resignation,
and to comply with Nasdaq Listing Rule 5605(b)(1)(A), on Oct. 11,
2023, the Company notified The Nasdaq Stock Market LLC that the
Company was no longer in compliance with Nasdaq's independent
requirements as set forth in Listing Rule 5605 as the Board was not
comprised of a majority of independent directors as required by
Nasdaq Listing Rule 5605(b)(1).
About Faraday Future
Los Angeles, CA-based Faraday Future (NASDAQ: FFIE) --
http://www.ff.com-- designs and engineers next-generation
intelligent, connected, electric vehicles. FF intends to start
manufacturing vehicles at its production facility in Hanford,
California, with additional future production capacity needs
addressed through a contract manufacturing partner in South Korea.
FF is also exploring other potential contract manufacturing options
in addition to the contract manufacturer in South Korea. The
Company has additional engineering, sales, and operational
capabilities in China and is exploring opportunities for potential
manufacturing capabilities in China through a joint venture or
other arrangement.
Faraday Future reported a net loss of $552.07 million for the year
ended Dec. 31, 2022, a net loss of $516.50 million for the year
ended Dec. 31, 2021, compared to a net loss of $147.08 million for
the year ended Dec. 31, 2020.
New York, NY-based Mazars USA LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 9, 2023, citing that the Company has incurred operating
losses since inception, has continued cash outflows from operating
activities, and has an accumulated deficit. These conditions raise
substantial doubt about its ability to continue as a going concern.
FREE SPEECH: Seeks to Tap Red Balloon as Executive Recruiter
------------------------------------------------------------
Free Speech Systems, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Red Balloon, LLC
as executive recruiter.
The Debtor needs an executive recruiter to provide recruiting and
executive search expertise with a focus that aligns with its values
and focus.
The firm will be paid a non-refundable fee of $4,500 for its
services.
Aaron Youngren, a member at Red Balloon, 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:
Aaron Youngren
Red Balloon, LLC
104 South Main Street, Suite 200
Moscow, ID 83843
Telephone: (208) 301-3272
About Free Speech Systems
Free Speech Systems, LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. It is a family-run business founded by Alex
Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news or talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the Internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-60020) on April
18, 2022.
The Debtors agreed to the dismissal of the Chapter 11 cases in June
2022 after the Sandy Hook victim families dismissed the three
bankrupt companies from their lawsuits.
Free Speech Systems filed a voluntary petition for relief under
Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Texas Case No. 22-60043) on July 29, 2022. In the petition filed by
its chief restructuring officer, W. Marc Schwartz, Free Speech
Systems reported assets and liabilities between $50 million and
$100 million.
Melissa A. Haselden has been appointed as Subchapter V trustee.
Alexander E. Jones filed for personal bankruptcy under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on Dec.
2, 2022, listing $1 million to $10 million in assets against
liabilities of $1 billion to $10 billion in liabilities.
FSS tapped Raymond William Battaglia, Esq., at the Law Offices of
Ray Battaglia, PLLC as legal counsel and Evident Tax, LLC as tax
consultant. Red Balloon, LLC is tapped as executive recruiter.
The Law Offices of Ray Battaglia, PLLC and Crowe & Dunlevy, P.C.,
led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan,
and Antonio Ortiz, are representing Alex Jones.
FREEDOM 26: Case Summary & Five Unsecured Creditors
---------------------------------------------------
Debtor: Freedom 26, LLC
5812 Washington Boulevard
Culver City, CA 90232
Chapter 11 Petition Date: October 23, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-16953
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: Raymond H. Aver, Esq.
LAW OFFICES OF RAYMOND H. AVER, A PROFESSIONAL
CORPORATION
10801 National Boulevard, Suite 100
Los Angeles, CA 90064
Tel: (310) 571-3511
Email: ray@averlaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Benham Rafalian as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/MVPH6ZI/Freedom_26_LLC__cacbke-23-16953__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Five Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. AP Bookkeeping Bookkeeping Fees $862
624 South Berendo Street
Apt. 205
Los Angeles, CA 90005
2. Gonzalez Law Group, APC Legal Fees $14,357
800 Wilshire Boulevard
Los Angeles, CA 90017
3. Jacob N. Segura, A Legal Fees $55,211
Law Corporation
11400 West Olympic Boulevard
Suite 700
Los Angeles, CA
90064-1582
4. Nationwide Tax Accounting Fees $1,425
16027 Ventura
Boulevard, Suite 310
Encino, CA 91436
5. Shaoul Levy Loans $1,800,000
201 North Wilshire Boulevard
Suite 200
Santa Monica, CA
90401
FREEDOM PLUMBERS: Taps RoganMillerZimmerman PLLC as Local Counsel
-----------------------------------------------------------------
Freedom Plumbers Corporation seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire
RoganMillerZimmerman, PLLC as its local counsel,
The firm will provide services in connection with the Debtor's
bankruptcy proceedings.
RoganMillerZimmerman will be paid at the rate of $495 per hour for
its services.
The firm will require a retainer in the amount of $10,000, plus the
Chapter 11 filing fee of $1,738.
Christopher Rogan, Esq., a principal at RoganMillerZimmerman,
disclosed in a court filing that his firm is "disinterested" as
that term is defined in Section 101(41) of the Bankruptcy Code.
The firm can be reached through:
Christopher L. Rogan, Esq.
ROGANMILLERZIMMERMAN, PLLC
50 Catoctin Circle, NE, Suite 333
Leesburg, VA 20176
Telephone: (703) 777-8850
Facsimile: (703) 777-8854
Email: crogan@RMZLawFirm.com
About Freedom Plumbers Corporation
Freedom Plumbers Corporation sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Va. Case No. 20-10534) on Feb. 20,
2020, listing under $1 million on both assets and liabilities.
Ann E. Schmitt, Esq. at Culbert & Schmitt, PLLC, represents the
Debtor as counsel.
FUTURE PRESENT: Unsecured Creditors to Split $50K over 4 Years
--------------------------------------------------------------
Future Present Productions, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of New York a Subchapter V Plan of
Reorganization dated October 16, 2023.
Debtor, which does business as GUM Studios, is a NY State Certified
Level 2 Soundstage in Brooklyn and Long Island City, providing
television, cinema, commercial, and editorial media clients with
studio space and equipment for film and photography production.
Debtor's business was severely impacted by the Covid Pandemic as
its potential clients were not operating and not using soundstages.
Although the pandemic abated, the onset of the writer's strike and
then the actor's strike have severely reduced Debtor's operations.
Debtor filed the Chapter 11 case to halt landlord/tenant
proceedings against the leased properties it uses for its
operations and properties it rents to its clients for theatrical
uses, and to halt the potential termination of the utilities.
Class 6 shall consist of General Unsecured Claims. The allowed
unsecured claims total $1,740,000. The holders of Allowed Claims of
Class 6 are impaired. In full satisfaction of their claims, each
holder of an Allowed Claim of Class 6 shall receive a pro rata
share of $50,000 in four equal annual installments of $12,500 each.
Such payments shall commence within thirty days after the first
anniversary of Confirmation, and the three anniversary dates of
Confirmation thereafter.
Class 7 shall consist of all Allowed Interests of the members of
Debtor. Debtor's sole member is Carrie White. The holders of
membership interests in Debtor will retain such interests.
Debtor will obtain the funds to make the payments under the Plan
from its operations.
Projections of Debtor's income and expenses for the next three
years ending December 31, 2026 show there is sufficient cash flow
to make the payments provided for under the Plan for that period.
Debtor projects that its net income for the periods thereafter will
be equal to or more than that projected during the third year.
A full-text copy of the Plan of Reorganization dated October 16,
2023 is available at https://urlcurt.com/u?l=haEhhj from
PacerMonitor.com at no charge.
Attorney for Debtor:
Lewis W. Siegel, Esq.
60 East 42nd Street, Suite 4000
New York, NY 10165
Phone: (212) 286-0010
Fa: (212) 884-9586
Email: Info@LWSEsq.com
About Future Present Productions
Future Present Productions, LLC, doing business as GUM Studios, is
a multi-location film stage and equipment rental facility with
production capabilities in the New York Metropolitan - Tri State
area. It caters to production companies, advertising agencies,
video-photographers, designers, and large tv and film productions.
The Debtor filed Chapter 11 petition (Bankr. E.D. N.Y. Case No.
23-42510 on July 18, 2023, with $6,065,879 in assets and $5,760,994
in liabilities. Carrie White, chief executive officer, signed the
petition.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped Lewis W. Siegel, Esq., as bankruptcy counsel and
Keren Mashiah, Esq., at Mashiah & Sheffer, LLP as transactional
counsel.
GAUCHO GROUP: Investor Converts Portion of Debt for Equity
----------------------------------------------------------
Gaucho Group Holdings, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that an institutional investor
has elected to convert a senior secured convertible note into
shares of common stock of the Company.
The Company and the institutional investor, as holder, entered into
a Securities Purchase Agreement, dated February 21, 2023. The
Company issued to the Holder a senior secured convertible note, as
amended, and warrant to purchase 3,377,099 shares of common stock
of the Company.
On October 16, 2023, the investor elected to convert a total of
$63,228 of principal and $9,484 of premium, pursuant to the Note
into 100,000 shares of common stock of the Company at a conversion
price of $0.727 per share.
On October 19, 2023, the investor elected to convert a total of
$31,296 of principal and $4,694 of premium, pursuant to the Note
into 48,477 shares of common stock of the Company at a conversion
price of $0.742 per share.
The shares of common stock that have been and may be issued under
the Note Documents are being offered and sold in a transaction
exempt from registration under the Securities Act of 1933, as
amended. The transaction is in reliance on Section 4(a)(2) thereof
and/or Rule 506(b) of Regulation D thereunder. The Company filed a
Form D with the SEC on or about March 3, 2023.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly owned
subsidiaries, GGH invests in, develops and operates real estate
projects in Argentina. GGH operates a hotel, golf and tennis
resort, vineyard and producing winery in addition to developing
residential lots located near the resort. In 2016, GGH formed a new
subsidiary and in 2018, established an e-commerce platform for the
manufacture and sale of high-end fashion and accessories. The
activities in Argentina are conducted through its operating
entities: InvestProperty Group, LLC, Algodon Global Properties,
LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L.,
and Algodon Wine Estates S.R.L. Algodon distributes its wines in
Europe through its United Kingdom entity, Algodon Europe, LTD.
Gaucho Group reported a net loss of $21.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.39 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$21.01 million in total assets, $8.60 million in total liabilities,
and $12.40 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company has a significant working capital
155 / 255 deficiency, has incurred significant losses and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
GAUCHO GROUP: Updates Stakeholders on Valuation of Assets
---------------------------------------------------------
Gaucho Group Holdings Inc. filed with the Securities and Exchange
Commission a copy of updates provided to its stockholders regarding
the Company's valuation of assets in light of Gaucho Holdings'
press release and 8K filings with the SEC on October 4, 2023.
According to the Company, Gaucho Holdings' portfolio is comprised
of substantial real estate assets in Argentina, and it is acutely
aware of the divergence between our assets' inherent value and the
present market capitalization of the Company.
Scott L. Mathis, CEO, and chairman of the board of directors of the
Company, said, "Our VINO stock is currently trading at a
significant discount relative to the intrinsic value of our real
estate assets, and we are determined to undertake necessary actions
to bridge this disparity, starting with the sale of non-core assets
and even extending to other assets if required."
"For example, despite Algodon Mansion's current book value of USD
975,000, the combined expenditure for the acquisition and extensive
renovations of the property into a celebrated 5-star luxury hotel
underscores our conviction of its true intrinsic value, currently
listed - and we believe this asset can sell for between USD 8 to 10
million. It's very important to note the primary driver for this
value discrepancy stems from the economic conditions at the time of
acquisition when the currency exchange was 3 Argentine Pesos to 1
United States Dollar. The present-day landscape showcases a
dramatically altered exchange rate, which recently reached a new
low of approximately 1,000 Argentine Pesos to 1 USD. (Given
Argentina's ongoing inflationary challenges, it is essential to
note that the US Government and the SEC have responded by
implementing stringent accounting rules. They've conservatively set
the Peso-USD exchange rate at 28 to 1, far removed from the actual
prevailing rate.)"
"Furthermore, we believe we can sell our non-core real estate
assets in San Rafael and Cordoba, Argentina for approximately USD
2.7 million. We plan to aggressively pursue the sale of our
non-core assets, as well as our Algodon Wine Estate lots, following
the upcoming elections in Argentina, anticipating a heightened
appetite thereafter in the real estate market. By divesting these
non-core real estate assets, we can channel our energies more
effectively towards our mainstay ventures. Our ongoing efforts are
directed at unlocking the potential of these assets to amplify
stockholder value. Additionally, we have a lineup of initiatives in
the pipeline, further aiming to enhance the value for our
stockholders."
"We see Argentina on the brink of a positive catalyst. After
enduring decades of hyperinflation, rapid peso devaluation, and
lack of investor confidence, there's a noticeable shift in the
country's outlook. Argentina's upcoming election this month could
bode well for real estate and the economy. There's speculation
about Argentina potentially dollarizing its economy. Should this
materialize, banks might revert to the traditional retail banking
approach of providing mortgages a market that is currently almost
non-existent in Argentina. This shift could profoundly bolster real
estate values in the country."
"Doug Casey, a recognized authority in offshore investing, recently
shared an intriguing take on Argentina's potential future in the
wake of its elections. He remarked, it could be the most dramatic
thing that's happened politically since at least World War II.
Anywhere. Why? Because (the front runner is) an AnCap libertarian
who'd like to abolish the State or come as close as possible. If
he's elected...he'll make every move possible to eliminate-not just
reduce as many government departments as possible as quickly as
possible. And most people seem oblivious to it."
"We agree with Casey's sentiments. We believe we're on the brink of
a transformative era that might very well redefine Argentina's
economic trajectory. Our optimism drives us to intensify our
efforts in developing more real estate and acquiring
cash-flow-producing properties, available at a fraction of global
costs. We don't anticipate an overnight transition from a
struggling economy to greatness, but rather a move from challenging
to less challenging, which can significantly impact the value and
global interest in Argentine assets. We've long championed the idea
of contrarian investments, beyond the conventional sphere of
USD-based assets, especially focusing on land in Argentina, which
we firmly believe represents one of the most compelling investment
opportunities in the world today."
"We have multiple strategies in the works, all designed to
progressively boost stockholder value. Given the unfolding
political and potential economic shifts in Argentina, we cautiously
anticipate new opportunities. We are excited about harnessing these
prospects, and we hope you'll continue to accompany us on this
opportunistic journey. Your continued support is invaluable to us,
and we are deeply grateful for the trust you place in Gaucho
Holdings."
"We remain committed to keeping you informed about our forthcoming
initiatives aimed at enhancing value, and we are optimistic about
the upcoming 4th quarter, during which we anticipate heightened
sales, especially with the holiday season around the corner. Both
our Gaucho Flagship store in Miami and online platform (Gaucho.com)
are poised to benefit from this surge, not to mention the
anticipated growth in our wine and vineyard estate sales. We
eagerly look forward to sharing these milestones with you."
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly owned
subsidiaries, GGH invests in, develops and operates real estate
projects in Argentina. GGH operates a hotel, golf and tennis
resort, vineyard and producing winery in addition to developing
residential lots located near the resort. In 2016, GGH formed a new
subsidiary and in 2018, established an e-commerce platform for the
manufacture and sale of high-end fashion and accessories. The
activities in Argentina are conducted through its operating
entities: InvestProperty Group, LLC, Algodon Global Properties,
LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L.,
and Algodon Wine Estates S.R.L. Algodon distributes its wines in
Europe through its United Kingdom entity, Algodon Europe, LTD.
Gaucho Group reported a net loss of $21.83 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.39 million for
the year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$21.01 million in total assets, $8.60 million in total liabilities,
and $12.40 million in total stockholders' equity.
New York, NY-based Marcum LLP, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April
17, 2023, citing that the Company has a significant working capital
155 / 255 deficiency, has incurred significant losses and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
GIGA-TRONICS INC: Investors Swap Prior Notes for New Notes Due 2024
-------------------------------------------------------------------
Giga-tronics Incorporated disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it entered into an exchange
and waiver agreement with two accredited investors or the buyers.
The Buyers had previously entered into a Securities Purchase
Agreement with the Company on Jan. 11, 2023 pursuant to which the
Company issued each Buyer a $1,666,667 10% original issue discount
Senior Secured Convertible Note and a five-year warrant to purchase
833,333 shares of common stock, no par value, of the Company. Each
Buyer lent the Company $1,500,000 as consideration for the Prior
Note.
Under the Agreement, the Buyers exchanged the Prior Notes for new
Senior Secured Convertible Promissory Notes, which are
substantially identical to the Prior Notes, including the
conversion price, except: (A) the maturity date of the New Notes is
April 11, 2024, (B) the principal of each New Note is $2,000,000,
(C) the interest rate is 7% per year, and (D) the New Notes have a
working capital covenant pursuant to which the Company's working
capital, excluding any debt owed to Ault Lending, LLC or any of its
affiliates and the New Notes, shall increase by a minimum of
$250,000 per quarter for the quarters ending Dec. 31, 2023 and
March 31, 2024 and $500,000 per quarter thereafter while either of
the New Notes remain outstanding.
Pursuant to the Agreement, the Company also issued to each Buyer a
five-year warrant to purchase 333,333 shares of the Company's
common stock, which are substantially identical to the Prior
Warrants.
The Agreement provides that each Buyer waives any adjustment with
respect to the New Notes, the SPA, and the other Transaction
Documents (as defined in the SPA), or any right, term, covenant, or
condition arising thereunder including the incurrence of new
indebtedness or otherwise, with respect to the Exchange, the Ault
Lending and the Ault Notes (as each term is defined in the
Agreement).
As required by the Agreement, Ault Lending extended the maturity
dates of the 10% Senior Secured Promissory Notes (as defined in the
Agreement) to Jan. 15, 2025 and consented to the accrual of all
interest while either New Note remains outstanding. Accordingly,
on Oct. 11, 2023, the Company entered into a Waiver Agreement with
Ault Alliance, Inc. and Ault Lending pursuant to which Ault waived
certain rights in furtherance of the foregoing.
The New Notes are secured and senior to the indebtedness payable to
Ault Alliance.
The Prior Warrants provided that the number of shares of Company
common stock issuable thereunder would be doubled (with no
adjustment to the exercise price) upon the failure of the Company's
common stock to be listed for trading on a national securities
exchange operated by The Nasdaq Stock Market or the New York Stock
Exchange to occur by the Maturity Date of the Notes (as such terms
are defined in the Prior Warrants). Because the Uplist Transaction
failed to occur by the Maturity Date, on Oct. 11, 2023 the Company
issued additional warrants to the Buyers to increase the Warrant
Shares by 833,333 additional Warrant Shares per Buyer.
About Giga-tronics Inc.
Headquartered in Dublin, California, Giga-Tronics Inc. is a
publicly held company, traded on the OTCQB Capital Market under
the
symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- is a
provider of purpose-built electronic technology solutions for
defense and other mission critical applications. The Company
designs, manufactures, and distributes specialized precision
electronic solutions, automated test solutions, power electronics,
supply and distribution solutions, display solutions and radio,
microwave and millimeter wave communication systems and components
for a variety of applications with a focus on the global defense
industry for military airborne, sea and ground applications
including high fidelity signal simulation and recording solutions
for Electronic Warfare test and training applications.
Giga-Tronics reported a net loss of $18.42 million for the year
ended Dec. 31, 2022, compared to a net loss of $2.86 million for
the year ended Dec. 31, 2021.
New York, New York-based Marcum LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
May 11, 2023, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
GRAN TIERRA: S&P Lowers Senior Unsecured Debt Rating to 'B-'
------------------------------------------------------------
S&P Global Ratings lowered its issue rating on Gran Tierra Energy
Inc.'s senior unsecured notes to 'B-' from 'B' and removed the
rating from CreditWatch. (It had been placed on CreditWatch with
negative implications on Sept. 19, 2023.)
S&P also affirmed its 'B' issue-level rating on Gran Tierra
Energy's 9.5% senior secured amortizing notes due 2029.
These actions stem from the company's successful refinancing of its
unsecured debt, where it improved its amortization schedule without
pressuring its liquidity position or leverage metrics. On Oct. 20,
2023, Gran Tierra Energy (GTE) issued $487.6 million in 9.5% senior
secured notes amortizing from 2026 through 2029; the issuance of
the new secured notes was for refinancing purposes, as expected.
Therefore, S&P does not see changes to GTE's financial risk
profile. This, together with the fact that there is no additional
debt expected for the company, will allow GTE to maintain debt to
EBITDA at about 1.5x for the next 12-18 months.
The exchange offers on the unsecured bonds due 2025 and 2027 had
acceptance rates above 90% from current bondholders:
-- 90.9% for the 6.25% senior unsecured notes due 2025, and
-- 91.9% for the 7.75% senior unsecured notes due 2027.
S&P said, "The remaining portion of GTE's unsecured debt is $49
million, and we expect that it will be repaid at maturity without
it representing a liquidity risk for the company. As of Oct. 20,
2023, we expect the company's cash position to remain between $50
million and $65 million."
GREENHEART NY: Unsecureds Will Get 100% of Claims over 5 Years
--------------------------------------------------------------
Greenheart NY, Inc., submitted a First Amended Subchapter V Plan of
Reorganization dated October 16, 2023.
The Debtor believes this Plan satisfies one of the goals of Chapter
11, which is to enable the Debtor to preserve its value as a going
concern while it seeks to reorganize its affairs to maximize value
to its Creditors.
Under this Plan, the Debtor proposes to use all projected
disposable income for the period of 5 years in accordance with the
terms prescribed in Section 1191(c)(2) of the Bankruptcy Code which
disposable income is projected as approximately $120,000, which
will be used to: (i) pay Allowed Priority Tax Claims, and (ii) make
distributions to each of its Allowed General Unsecured Creditors an
anticipated pro rata distribution of approximately 100%.
The Debtor will use all funds in its DIP Account on the Effective
Date to: (i) pay all Allowed Administrative Claims in full, and
(ii) pay all Professional Fee Claims in full. It is anticipated
that there will be insufficient funds in the Debtor's DIP Account
on the Effective Date to pay all Allowed Administrative Claims and
Professional Fee Claims in full. As such, the Debtor's Principal
will contribute her own funds in the total amount of the difference
necessary to pay all Allowed Administrative Claims and Professional
Fee Claims in full on the Effective Date of the Plan, which will
also allow for an increased distribution to Allowed General
Unsecured Claims.
The settlement reached with the Debtor's largest unsecured
creditor, Sukhram, together with the Debtor's principal, Mohabir,
was a significant achievement in this case, and which inured to the
benefit of the Debtor's other creditors. As a result, all creditors
will receive a 100% distribution on their claims in a shorter
period of time than proposed in the Debtor's originally proposed
Plan.
Pre-petition, Sukhram had obtained an arbitration award ("Award")
in her favor against the Debtor and its principal, Mohabir. The
Award provided for (i) damages due and owing to Sukhram in the sum
of $344,477.27 from the Debtor, in connection with the breach of
contract claim, (ii) damages due and owing to Sukhram in the sum of
$19,510.20 from the Debtor and Mohabir, jointly and severally, in
connection with the trust fund diversion claim, (iii) payment of
Sukhram's attorneys' fees by the Debtor and Mohabir, in the sum of
$118,401.86, and (iv) administrative fees and arbitration costs to
be paid by the Debtor and Mohabir, jointly and severally, to
Sukhram in the sum of $13,250.
Sukhram then commenced an action by filing a motion to confirm the
Award in the Supreme Court, Orange County, captioned Parbattie
Arnold-Sukhram vv. Greenheart NY, Inc. and Rowena Mohabir, Index
No. EF002666-2022 (the "State Court Action"). On November 11, 2022,
Hon. Maria S. Vazquez-Doles presiding over the State Court Action
entered a Decision and Order (i) granting Sukhram's motion
confirming the Award dated March 31, 2022, (ii) denying Sukhram's
request for additional legal fees in connection with the State
Court Action, and (iii) denying the Debtor and Mohabir's cross
motion (the "Decision & Order"). On or about December 2, 2022, the
Debtor Parties filed 2 Notice of Appeals of the Decision & Order
(the "D&O Appeals").
Prior to the entry of a judgment in the State Court Action, the
Debtor filed its Chapter 11 Case, thereby staying the entry of a
judgment against the Debtor. However, an Order and Judgment was
entered on March 5, 2023 awarding judgment in favor of Sukhram
against Mohabir in the amount of $153,754.56 (the "Judgment"). On
April 17, 2023, Mohabir filed a Notice of Appeal of the Judgment
(the "Judgment Appeal", together with the D&O Appeals, the
"Appeals").
An Amended Order and Judgment was entered on April 27, 2023
awarding judgment in favor of Sukhram against Mohabir in the amount
of $151,787.06, plus interest (the "Amended Judgment"). On May 2,
2023, Mohabir filed a Notice of Appeal as to the Amended Judgment
(the "Amended Judgment Appeal"). On July 10, 2023, Counsel for the
Parties appeared in the State Court Action, wherein it was
stipulated on the record that the correct amount of the judgment
with interest on the trust fund diversion claim (omitted from the
Amended Judgment) is $153,754.56, plus interest thereon as
calculated in the original Judgment dated March 5, 2023.
On April 25, 2023, the Debtor filed its original Plan, proposing to
pay all creditors, including Sukhram, a distribution of
approximately 20% over 5 years. Thereafter, the Parties, with the
assistance of the Subchapter V Trustee, engaged in settlement
discussions regarding a global resolution of all disputes between
Sukhram, the Debtor, and Mohabir, including the Plan, the treatment
of the Sukhram Claim, and the resolution of the Judgment.
As a result of extensive negotiations, the parties were successful
in reaching a global settlement resolving Sukhram's claim against
the Debtor and Mohabir for the sum of $225,000 ("Settlement Sum"),
with the Debtor paying a total of either $5,000 or $10,000 towards
the Settlement Sum and Mohabir paying the remainder.
Class 1 consists of all General Unsecured Claims. Each holder of an
Allowed General Unsecured Claim shall receive, in exchange for full
and final satisfaction, settlement, release and compromise of such
Allowed Claim, payment of approximately 100% of their Allowed
Claims, in regular installments paid over a period not exceeding 5
years pursuant to the Plan. Based upon the amended projections,
Allowed General Unsecured Claims will receive an estimated
distribution of $3,000.00 in the year 2023, and $26,000 in the year
2024, $24,000 in the year 2025, $13,263.17 in the year 2026. Class
1 is unimpaired.
The Debtor will derive these the funds necessary to make payments
under the Plan through its projected disposable income for the next
5 years.
A full-text copy of the First Amended Plan dated October 16, 2023
is available at https://urlcurt.com/u?l=7bnU26 from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Kamini Fox, Esq.
Kamini Fox, PLLC
825 East Gate Blvd., Suite 308
Garden City, NY 11530
Tel: (516) 493-9920
Email: kamini@kfoxlaw.com
About Greenheart NY
Greenheart NY, Inc. was incorporated on November 18, 2019, under
the laws of the State of New York and currently maintains its
principal place of business at One Liberty Plaza, Suite 2373, New
York, New York 10006. The Debtor filed a Chapter 11 bankruptcy
petition (Bankr. S.D.N.Y. Case No. 23-10091) on Jan. 25, 2023, with
as much as $1 million in both assets and liabilities. Judge Michael
E. Wiles oversees the case.
The Debtor tapped Kamini Fox, Esq., at Kamini Fox, PLLC as counsel
and BLG CFO LLC, doing business as Bottom Line CFOS, as bookkeeper.
HAWKEYE ENTERTAINMENT: Case Summary & Six Unsecured Creditors
-------------------------------------------------------------
Debtor: Hawkeye Entertainment, LLC
14242 Ventura Boulevard #300
Sherman Oaks, CA 91423
Chapter 11 Petition Date: October 18, 2023
Court: United States Bankruptcy Court
Central District of California
Case No.: 23-11501
Judge: Hon. Martin R. Barash
Debtor's Counsel: Sandford L. Frey, Esq.
LEECH TISHMAN FUSCALDO & LAMPL, LLC
200 S. Los Robles Avenue, Suite 300
Pasadena, CA 91101
Tel: 626-796-4000
Fax: 626-795-6321
Email: sfrey@leechtishman.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Adi McAbian as president of Saybian
Gourmet, Inc., member of Hawkeye.
A full-text copy of the petition containing, among other items, a
list of the Debtor's six unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/YLAVWGQ/Hawkeye_Entertainment_LLC__cacbke-23-11501__0001.0.pdf?mcid=tGE4TAMA
HELLO BELLO: Files Voluntary Chapter 11 Bankruptcy Petition
-----------------------------------------------------------
Hello Bello, a leading brand of premium, affordable baby and family
care products, on Oct. 23 disclosed that it has reached an
agreement in principle to be acquired by Hildred Capital Management
("Hildred"), a healthcare-focused private equity firm that seeks
opportunities to create value in middle-market companies.
To facilitate the acquisition, Hello Bello and its affiliates have
filed voluntary petitions for relief under Chapter 11 in the United
States Bankruptcy Court for the District of Delaware. The Company
is seeking approval of the proposed transaction pursuant to section
363 of the United States Bankruptcy Code, which will subject the
proposed transaction to higher or otherwise better offers.
Hello Bello's secured lenders are supportive of the transaction and
have committed to provide debtor-in-possession financing. The
Company anticipates that this financing, as well as cash generated
from ongoing operations, will be more than sufficient to fund its
business operations through the sale process, which it expects to
conclude within the next few months.
"Given macroeconomic trends, including inflation and increased
shipping costs, we believe that this course of action is the best
path forward to ensure that Hello Bello continues to bring families
the highest quality and most environmentally friendly products at
affordable prices," said Erica Buxton, Chief Executive Officer of
Hello Bello.
Hello Bello has filed a number of customary first-day motions with
the Bankruptcy Court seeking authorization to support its
operations during the Court-supervised sale process, including the
continued payment of employee wages and benefits without
interruption and continued payments to key vendors and suppliers
for goods and services. The Company expects the Bankruptcy Court to
approve these requests, which should minimize the impact of the
sale process on Hello Bello's customers, employees, and other key
stakeholders.
Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor
LLP are serving as Hello Bello's legal counsel. Jefferies LLC is
serving as investment banker and Emerald Capital Advisors is
serving as financial advisor.
Lowenstein Sandler LLP and Alvarez & Marsal North America, LLC are
serving as legal counsel and financial advisor, respectively, to
Hildred Capital Management.
About Hildred Capital Management
Hildred Capital Management -- http://www.hildredcapital.com/-- is
a healthcare-focused private equity firm that seeks opportunities
to create value in middle-market companies. The Firm specializes in
partnering with management teams to help them scale their
platforms, generate earnings growth, promote strategic and
operational improvements, generate business development, and drive
multiple expansion.
About Hello Bello
Hello Bello(TM) -- https://hellobello.com/ -- makes premium and
affordable baby products designed to eliminate the choice many
parents have to make -- deciding between what's best for their kids
and what's best for their budget. From diapers, shampoo, and
sunscreen to organic multivitamins, laundry detergent, and wipes
Hello Bello's products are carefully crafted with babies, parents,
and the planet in mind.
HEYWOOD HEALTHCARE: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee for Region 1 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Heywood
Healthcare, Inc. and its affiliates.
The committee members are:
1. Medline Industries, Inc.
c/o Shane Reed, Committee Chairperson
3 Lakes Drive
Northfield, IL 60093
Tel: 847-505-6935
Email: sreed@medline.com
2. Medefis, Inc.
c/o Jackie Dombrowski
2999 Olympus Blvd
Dallas, TX 75019
Tel: 619-246-7248
Email: jacqueline.dombrowski@amnhealthcare.com
3. Jang B. Singh, M.D., F.R.C.P., (C), P.C.
Vernon Medical Center
95 Vernon Street
Worcester, MA 01610
Tel: 508-873-5237
Email: jang.singh11@gmail.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Heywood Healthcare
Heywood Healthcare, Inc. is a non-profit community-owned hospital
in Gardner, Mass.
Heywood and affiliates filed Chapter 11 petitions (Bankr. D. Mass.
Lead Case No. 23-40817) on Oct. 1, 2023. In the petition filed by
its chief executive officer, Thomas Sullivan, Heywood reported
$100,000 to $500,000 in assets and up to $50,000 in liabilities.
Judge Elizabeth D. Katz oversees the cases.
John M. Flick, Esq., at Flick Law Group, P.C. is the Debtor's
bankruptcy counsel.
HIGH VALLEY: Seeks to Hire Stretto as Administrative Advisor
------------------------------------------------------------
High Valley Investments, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Stretto, Inc. as administrative advisor.
The Debtors require an administrative advisor to:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes; prepare any related reports, as required
in support of confirmation of a Chapter 11 plan;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan if designated as distribution agent under such
plan; and
(f) provide such other solicitation, balloting, and other
administrative services.
The hourly rates of Stretto's professionals are as follows:
Consultant $70 - $200
Director/Managing Director $210 - $250
Solicitation Associate $230
Director of Securities & Solicitations $250
In addition, the firm will seek reimbursement for expenses
incurred.
Sheryl Betance, a senior managing director of Stretto, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto, Inc.
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: sheryl.betance@stretto.com
About High Valley Investments
High Valley Investments, LLC and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-11616) on Sept. 27, 2023. In the petitions signed by John P.
Madden, chief restructuring officer, High Valley disclosed up to
$100,000 in estimated assets and up to $50 million in estimated
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Gibson, Dunn & Crutcher LLP as special counsel; and
Emerald Capital Advisors Corp. to provide a chief restructuring
officer (CRO) and additional personnel. Stretto, Inc. is the
administrative advisor.
HIGH VALLEY: Seeks to Tap Emerald Capital Advisors to Provide CRO
-----------------------------------------------------------------
High Valley Investments, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Emerald Capital Advisors Corp. to provide a chief restructuring
officer (CRO) and additional personnel.
Emerald Capital will designate John Madden, its founder and
managing partner, as the Debtors' CRO.
Emerald Capital has provided, and will continue to provide, these
interim management and restructuring services:
(a) analysis of the Debtors' operations, financial condition,
strategy, and operating forecasts;
(b) management of the Debtors' cash, preparation of ongoing
forecasts, and monitoring/analysis of their financial condition;
(c) participation in negotiations with lenders, vendors, and
creditors;
(d) assistance and/or preparation of motions and pleadings;
(e) provision of testimony in the Chapter 11 cases;
(f) management of the Debtors' financial affairs and support
to ensure that all reporting requirements are met timely and
accurately; and
(g) analyze and advise the Debtors regarding restructuring
alternatives and Chapter 11 strategy.
The hourly rates of the firm's professionals are as follows:
Managing Partners $600
Managing Directors $500 - $550
Vice Presidents $400 - $450
Associates $300 - $350
Analysis $200 - $250
In addition, the firm will seek reimbursement for expenses
incurred.
Emerald Capital received two $50,000 retainer payments prior to the
petition date.
Mr. Madden disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
John P. Madden
Emerald Capital Advisors Corp.
150 East 52nd Street, 15th Floor
New York, NY 10022
Telephone: (646) 968-4094
About High Valley Investments
High Valley Investments, LLC and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-11616) on Sept. 27, 2023. In the petitions signed by John P.
Madden, chief restructuring officer, High Valley disclosed up to
$100,000 in estimated assets and up to $50 million in estimated
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Gibson, Dunn & Crutcher LLP as special counsel; and
Emerald Capital Advisors Corp. to provide a chief restructuring
officer (CRO) and additional personnel. Stretto, Inc. is the
administrative advisor.
HIGH VALLEY: Taps Young Conaway Stargatt & Taylor as Legal Counsel
------------------------------------------------------------------
High Valley Investments, LLC and its affiliates seek approval from
the U.S. Bankruptcy Court for the District of Delaware to employ
Young Conaway Stargatt & Taylor, LLP.
The Debtors require legal counsel to:
(a) advise the Debtors of their powers and duties in the
continued operation of their businesses, management of their
property, the Local Rules, practices, and procedures, and provide
substantive and strategic advice on how to accomplish their goals
in connection with the prosecution of these cases;
(b) pursue a sale or sales of the Debtors' assets, if
applicable;
(c) prepare documents in connection with and pursue
confirmation of one or more Chapter 11 plan(s) and approval of
related documents and pleadings;
(d) prepare legal papers;
(e) appear in court and protect the interests of the Debtors
before the court; and
(f) perform all other legal services for the Debtors that may
be necessary and proper in these proceedings as counsel to the
Debtors in the Chapter 11 cases.
On August 23, 2023, Young Conaway received an initial retainer of
$450,000. On September 25, 2023, Young Conaway received two
supplemental retainer payments of $50,000 each.
The hourly rates of Young Conaway's counsel and staff are as
follows:
Edmon L. Morton, Partner $1,115
Sean M. Beach, Partner $1,070
Allison S. Mielke, Associate $685
Timothy R. Powell, Associate $560
Cheyenne A. Goodman, Associate $400
Debbie Laskin, Paralegal $365
In addition, the firm will seek reimbursement for expenses
incurred.
Young Conaway also provided the following in response to the
request for additional information set forth in Paragraph D.1 of
the U.S. Trustee Guidelines:
Question: Did Young Conaway agree to any variations from, or
alternatives to, its standard billing arrangements for this
engagement?
Answer: Young Conaway has not agreed to a variation of its
standard or customary billing arrangements for this engagement.
Question: Do any of Young Conaway's professionals in this
engagement vary their rate based on the geographic location of the
Debtors' Chapter 11 cases?
Answer: None of the firm's professionals included in this
engagement have varied their rate based on the geographic location
of the Chapter 11 cases.
Question: If Young Conaway has represented the Debtors in the 12
months prepetition, disclose its billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If its billing rates
and material financial terms have changed post-petition, explain
the difference and the reasons for the difference.
Answer: Young Conaway was retained by the Debtors for
restructuring work pursuant to an engagement agreement dated August
14, 2023. The billing rates and material terms of the prepetition
engagement are the same as the rates and terms described in this
application.
Question: Have the Debtors approved Young Conaway's budget and
staffing plan and, if so, for what budget period?
Answer: The Debtors have approved or will be approving a
prospective budget and staffing plan for Young Conaway's engagement
for the post-petition period, as appropriate. In accordance with
the U.S. Trustee Guidelines, the budget may be amended as necessary
to reflect changed or unanticipated developments.
Sean Beach, Esq., a partner at Young Conaway Stargatt & Taylor,
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:
Sean M. Beach, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Email: sbeach@ycst.com
About High Valley Investments
High Valley Investments, LLC and its affiliates sought relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
23-11616) on Sept. 27, 2023. In the petitions signed by John P.
Madden, chief restructuring officer, High Valley disclosed up to
$100,000 in estimated assets and up to $50 million in estimated
liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal
counsel; Gibson, Dunn & Crutcher LLP as special counsel; and
Emerald Capital Advisors Corp. to provide a chief restructuring
officer (CRO) and additional personnel. Stretto, Inc. is the
administrative advisor.
HIGHLAND PROPERTY: Seeks to Hire Calaiaro Valencik as Counsel
-------------------------------------------------------------
Highland Property, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of California to hire Calaiaro
Valencik as its counsel.
The firm will render these services:
(a) prepare the bankruptcy petition and attend the meeting of
creditors;
(b) represent the Debtor at the meeting of creditors;
(c) represent the Debtor in relation to acceptance or
rejection of executory contracts;
(d) advise the Debtor of its rights and obligations in
connection with its Chapter 11 case;
(e) represent the Debtor in relation to any motions to convert
or dismiss the case;
(f) represent the Debtor in relation to any motions for relief
from stay filed by its creditors;
(g) prepare a Chapter 11 plan for the Debtor;
(h) prepare any objections to claims filed in the Debtor's
bankruptcy case; and
(i) represent the Debtor in general.
The hourly rates of the firm's counsel and staff are as follows:
Donald R. Calaiaro $395
David Z. Valencik $350
Andrew K. Pratt $300
Monica L. Locke $250
Emily M. Balla $250
Paralegal $100
Calaiaro Valencik received a retainer of $6,000 from the Debtor.
The Debtor also provided the filing fee of $1,738.
David Valencik, Esq., an attorney at Calaiaro Valencik, disclosed
in a court filing that his firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David Z. Valencik, Esq.
CALAIARO VALENCIK
938 Penn Avenue, Suite 501
Pittsburgh, PA 15222
Telephone: (412) 232-0930
Facsimile: (412) 232-3858
Email: dvalencik@c-vlaw.com
About Highland Property
Highland Property, LLC, filed a voluntary petition for Chapter 11
protection (Bankr. W.D. Pa. Case No. 23-22032) on Sept. 26, 2023.
Judge Carlota M Bohm oversees the case.
Donald R. Calaiaro, Esq. at CALAIARO VALENCIK, serves as the
Debtor's legal counsel.
ICAP ENTERPRISES: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
Gregory Garvin, Acting U.S. Trustee for Region 18, appointed an
official committee to represent unsecured creditors in the Chapter
11 cases of iCap Enterprises, Inc. and its affiliates.
The committee members are:
1. Yongzhi Liang
c/o The Tracy law Group
1601 5th Ave, Ste. 610
Seattle, WA 98101
Tel: (206) 267-7141
2. Lin Lan Sun
Devont Capital Limited
P.O. Box 4301, Road Town
Tortola, British Virgin Island
Tel: +86 13801662488
3. Chunying Tian
24632 SE 2nd Pl.
Sammamish, WA 98074
Tel: (206)397-9001
4. Ruzhen Zhang
40 E 94th St. 26A
New York, NY 10128
Tel: (516) 666-3218
5. Zhuhua Li
17225 NE 126th Pl
Redmond, WA 98052
Tel: (971) 533-0325
6. Thomas Temple
21 Sycamore Lane
Chester, PA 19425
Tel: (484) 467-3323
7. Elizabeth Plaza
The Isles 11 Salt Lane
Dorado, PR 00646
Tel: (787) 642-4287
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About iCap Enterprises
iCap Enterprises, Inc. and affiliaters were founded in 2007 by
Chris Christensen to invest in real estate opportunities in the
Pacific Northwest. The Debtors grew quickly, raising more than $211
million in capital and deploying those funds toward real estate
investments.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wash. Lead Case No. 23-01243) on
September 29, 2023. In the petition signed by its chief
restructuring officer, Lance Miller, iCap Enterprises disclosed $50
million to $100 million in assets and $100 million to $500 million
in liabilities.
The Debtors tapped Buchalter, A Professional Corporation as legal
counsel; Paladin Management Group, LLC as financial advisor; and
BMC Group Inc. as claims and noticing agent and administrative
advisor.
INSTANT BRANDS: 91% Markdown for $450MM Bank Debt Due 2028
----------------------------------------------------------
Participations in a syndicated loan under which Instant Brands
Holdings Inc is a borrower were trading in the secondary market
around 8.6 cents-on-the-dollar during the week ended Friday,
October 20, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $450 million facility is a Term loan that is scheduled to
mature on April 12, 2028. About $391.1 million of the loan is
withdrawn and outstanding.
About Instant Brands
Instant Brands designs, manufactures and markets a global portfolio
of innovative and iconic consumer lifestyle brands: Instant, Pyrex,
Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions.
Instant Brands Holdings Inc. and Instant Brands Inc., and their
affiliates sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June
12, 2023. In the petition signed by Adam Hollerbach, chief
restructuring officer, the Debtors disclosed up to $1 billion in
both assets and liabilities. Judge David R. Jones oversees the
case.
Davis Polk & Wardwell LLP's Brian M. Resnick, Steven Z. Szanzer and
Joanna McDonald serve as counsel to the Debtors. The Debtors also
tapped Haynes and Boone, LLP as Texas counsel, Stikeman Elliott LLP
as Canadian counsel, AlixPartners, LLP as financial advisor,
Guggenheim Securities LLC as investment banker, and Epiq Corporate
Restructuring, LLC as claims, noticing, agent, solicitation and
administrative advisor.
DLA Piper LLP (US) serves as counsel to the Official Committee of
Unsecured Creditors.
Ropes & Gray LLP serves as counsel to the DIP Lenders, and Moelis &
Company LLC and Ankura Consulting Group, LLC act as advisors to the
Term DIP Secured Parties.
Skadden, Arps, Slate, Meagher & Flom LLP and Norton Rose Fulbright
and Norton Rose Fulbright Canada LLP serve as counsel and FTI
Consulting as financial advisor to the ABL DIP Secured Parties.
Kramer Levin Naftalis & Frankel LLP serves as counsel to Cornell
Capital.
INSULATED WALL: Seeks to Hire Kerkman & Dunn as Bankruptcy Counsel
------------------------------------------------------------------
Insulated Wall Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to employ
Kerkman & Dunn as its counsel.
The Debtor requires legal counsel to:
(a) give advice and assist the Debtor with respect to its
duties and powers under the Bankruptcy Code;
(b) advise the Debtor on the conduct of its Chapter 11
subchapter V case;
(c) attend meetings and negotiate with representatives of the
creditors and other parties in interest;
(d) prosecute actions on the behalf of the Debtor, defend
actions commenced against it, and represent its interests in
negotiations concerning litigation in which it is involved;
(e) prepare pleadings in connection with the Debtor's Chapter
11 case;
(f) advise the Debtor in connection with any potential sale of
assets;
(g) appear before the court to represent the interests of the
Debtor's estate;
(h) assist the Debtor in preparing, negotiating, and
implementing a plan, and advise with respect to any rejection of a
plan and reformulation of a plan, if necessary;
(i) assist and advise the Debtor in state court actions
related to judgments and collection actions initiated by or against
the Debtor that are necessary for an effective reorganization; and
(j) perform all other necessary or appropriate legal services
for the Debtor in connection with the prosecution of its Chapter 11
subchapter V case.
The hourly rates of the firm's counsel and staff are as follows:
Jerome R. Kerkman $525
Evan P. Schmit $435
Gregory M. Schrieber $410
Nicholas W. Kerkman $295
Non-Attorney Paraprofessionals $125
In addition, the firm will seek reimbursement for expenses
incurred.
Nicholas Kerkman, Esq., an attorney at Kerkman & Dunn, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Nicholas W. Kerkman, Esq.
Kerkman & Dunn
839 N. Jefferson St., Suite 400
Milwaukee, WI 53202
Telephone: (414) 277-8200
Facsimile: (414) 277-0100
Email: nkerkman@kerkmandunn.com
About Insulated Wall Holdings
Insulated Wall Holdings, LLC, a producer of light gauge steel
structural insulated panels in Kenosha, Wisconsin, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Wis. Case No. 23-24709) on Oct. 16, 2023. In the petition signed by
David T. Wallach, chief executive officer (CEO), the Debtor
disclosed $1,500,317 in total assets and $2,268,856 in total
liabilities.
Judge G. Michael Halfenger oversees the case.
Nicholas W. Kerkman, Esq., at Kerkman & Dunn serves as the Debtor's
counsel.
INTELLIPHARMACEUTICS: Posts $1.9 Million Net Loss in Third Quarter
------------------------------------------------------------------
Intellipharmaceutics International Inc. reported the results of
operations for the three and nine months ended Aug. 31, 2023.
For the three months ended Aug. 31, 2023, the Company reported a
net loss and comprehensive loss of $1.89 million compared to a net
loss and comprehensive loss of $296,043 for the three months ended
Aug. 31, 2022.
The Company reported a net loss and comprehensive loss of $2.30
million for the nine months ended Aug. 31, 2023, compared to a net
loss and comprehensive loss of $2.02 million for the nine months
ended Aug. 31, 2022.
The Company recorded revenues of $68,718 for the three months ended
August 31, 2023 versus $19,068 for the three months ended Aug. 31,
2022. Such revenues consisted primarily of licensing revenues from
commercial sales of its generic Focalin XR under the Par agreement,
as well as a milestone payment from the Taro agreement during the
three months ended Aug. 31, 2023. Cost of revenue were $873,718
for the three months ended Aug. 31, 2023 in comparison to $Nil the
three months ended Aug. 31, 2022. The cost of revenue relates to
recording of $873,713 as a provision for potential clawback of
royalty revenue from future sales of the Company's generic Focalin
XR under the Par agreement; it is in connection with licensing
revenue of the product during the three-months ended Aug. 31,
2023.
As at Aug. 31, 2023, the Company had $1.56 million in total assets,
$14.44 million in total liabilities, and a total shareholders'
deficiency of $12.87 million.
As of August 31, 2023, the Company's cash balance was $400,102.
Intellipharmaceutics said, "We currently expect to meet our
short-term cash requirements from potential revenues for approved
generic products or other collaborations, other available financing
and by cost savings resulting from reduced R&D activities and
staffing levels. Termination of the exclusive licensing agreements
for the Company's FDA approved Desvenlafaxine ER, Venlafaxine ER
and Quetiapine ER products may provide opportunity for the Company
to explore options of supplying the products to multiple sources on
non-exclusive bases. However, there can be no assurance that the
products previously licensed and terminated will be successfully
commercialized and produce significant revenues for us. We will
need to obtain additional funding to, among other things, further
product commercialization activities and development of our product
candidates. The Company recently entered into a license and supply
agreement with Taro Pharmaceuticals Inc. by which the Company has
granted Taro an exclusive license to market, sell and distribute a
product in Canada. There can be no assurance that the product will
be successfully commercialized and produce significant revenues for
us. Potential sources of capital may include, if conditions
permit, equity and/or debt financing, payments from licensing
and/or development agreements and/or new strategic partnership
agreements. The Company has funded its business activities
principally through the issuance of securities, loans from related
parties ... and funds from development agreements. There is no
certainty that such funding will be available going forward or, if
it is, whether it will be sufficient to meet our needs. Our future
operations are highly dependent upon our ability to source
additional funding to support advancing our product candidate
pipeline through continued R&D activities and to expand our
operations. Our ultimate success will depend on whether our
product candidates are approved by the FDA, Health Canada, or the
regulatory authorities of other countries in which our products are
proposed to be sold and whether we are able to successfully market
our approved products. We cannot be certain that we will receive
such regulatory approval for any of our current or future product
candidates, that we will reach the level of revenues necessary to
achieve and sustain profitability, or that we will secure other
capital sources on terms or in amounts sufficient to meet our
needs, or at all.
"There can be no assurance that we will not be required to conduct
further studies for our Aximris XRTM product candidate, that the
FDA will approve any of our requested abuse-deterrence label
claims, that the FDA will meet its deadline for review, or that the
FDA will ultimately approve the NDA for the sale of the product
candidate in the U.S. market, or that the product will ever be
successfully commercialized and produce significant revenue for us.
If the Aximris XRTM NDA is approved, there can be no assurance
that the Company and Purdue will resolve any potential asserted
patent infringement claims relating to the NDA within a thirty (30)
day period following the final approval as provided in the
stipulated dismissal agreement of the Purdue litigations. There
can be no assurance that the Purdue parties will not pursue an
infringement claim against the Company again. There can be no
assurance that any of our products or product candidates can be
successfully commercialized and produce significant revenues for
the company."
A full-text copy of the news release is available for free at:
https://www.sec.gov/Archives/edgar/data/1474835/000165495423012981/ipii_ex993.htm
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company
specializing in the research, development and manufacture of novel
and generic controlled-release and targeted-release oral solid
dosage drugs. The Company's patented Hypermatrix technology is a
multidimensional controlled-release drug delivery platform that can
be applied to the efficient development of a wide range of existing
and new pharmaceuticals. Based on this technology platform, the
Company has developed several drug delivery systems and a pipeline
of products (some of which have received FDA approval) and product
candidates in various stages of development, including ANDAs filed
with the FDA (and one ANDS filed with Health Canada) and one NDA
filing, in therapeutic areas that include neurology,
cardiovascular, gastrointestinal tract ("GIT"), diabetes and pain.
Intellipharmaceutics reported a net loss and comprehensive loss of
$2.89 million for the year ended Nov. 30, 2022, compared to a net
loss and comprehensive loss of $5.14 million for the year ended
Dec. 31, 2021. As of Nov. 30, 2022, the Company had $1.43 million
in total assets, $12 million in total liabilities, and a total
shareholders' deficiency of $10.57 million.
Toronto, Canada-based MNP LLP, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated June 5,
2023, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
IRIS HOLDING: S&P Downgrades ICR to 'CCC+', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on
Florida-based Iris Holding Inc.'s (doing business as Intertape
Polymer Group Inc. or IPG) to 'CCC+' from 'B-'. The outlook is
stable.
At the same time, S&P lowered its issue-level ratings on the
company's first-lien credit facility to 'CCC+' from 'B-' and
unsecured notes to 'CCC-' from 'CCC'. S&P's recovery ratings are
unchanged.
S&P said, "The stable outlook reflects our view that IPG's
available liquidity and no near-term debt maturities provide some
cushion for the demand environment to improve over the next few
quarters in line with our expectations.
"The downgrade primarily reflects our expectation for adjusted
EBITDA interest coverage of about 1x and thin FOCF generation
through at least 2024. IPG faced supply chain disruptions related
to a tight labor market and raw material shortages that affected
the company's profitability in 2022. Although operating conditions
have improved this year, revenue and volumes remain subdued due in
part to destocking trends (particularly in IPG's
business-to-business and industrial segments) as some of the
company's customers reduce inventory levels ahead of potentially
slowing economic conditions. Our view is that the company's volumes
and profitability will gradually recover over the next several
quarters but at a slower pace than we had previously assumed. We
also believe the company will be limited in its ability to raise
prices in the current market environment to offset weaker volumes.
"We now forecast adjusted EBITDA to increase at a slower pace over
the next couple of years and be 15%-20% lower than our previous
forecast. We also assume higher interest costs due to a rise in
short-term interest rates, which is only partly offset by the
two-year interest rate swap agreement the company entered in April
2023 to effectively convert about half of its floating-rate debt to
fixed rate. We believe the high level of funded debt within IPG's
capital structure of about $2 billion (about three-quarters of
which is based on a variable rate excluding the effect of interest
rate swaps) and the higher interest rate environment make IPG more
dependent on favorable business and economic conditions to meet its
financial obligations. Under our assumptions, which include annual
adjusted cash interest expense of about $200 million, we expect
IPG's FOCF generation to be negative this year and just above
breakeven in 2024 despite lower capital expenditures (capex)."
IPG's adequate liquidity and long-dated maturity profile prospects
could buy the company some time and potentially avoid a
restructuring scenario. As of June 30, 2023, IPG had just over $300
million of available liquidity, including about $75 million in cash
and near full availability under its $250 million asset-based
lending (ABL) revolving credit facility due in June 2027. S&P said,
"In our view, the company's available liquidity and having no
meaningful debt maturities until its $1.5 billion term loan comes
due in June 2028, makes a near term (within 12 months) credit or
payment crisis unlikely. It also provides some runway for the
company's financial results to improve, potentially to a level that
it could sustain positive FOCF generation and EBITDA interest
coverage well above 1x, which we think could occur within the next
couple of years."
S&P said, "The stable outlook reflects our view that IPG's
available liquidity and no near-term debt maturities provide some
cushion for the demand environment to improve over the next few
quarters in line with our expectations.
"We could lower our ratings on IPG within the next 12 months if
weaker EBITDA growth prospects or higher interest rates lead us to
expect FOCF deficits over the next few years. In this scenario, we
could determine that the company is likely to consider a distressed
exchange offer or redemption in the near term.
"We could upgrade IPG within the next 12 months if adjusted EBITDA
interest coverage increases to well above 1x and we expect the
company to generate positive FOCF on a sustained basis. This could
occur if demand for IPG's products recovers at a faster pace than
we currently assume or profitability is stronger than we
anticipate.
"Governance is a moderately negative consideration in our credit
rating analysis of Iris Holding Inc. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of the majority of rated
entities owned by private-equity sponsors. Our assessment also
reflects their generally finite holding periods and a focus on
maximizing shareholder returns."
JAG CONTRACTORS: Gets OK to Tap Richard Hall as Bankruptcy Counsel
------------------------------------------------------------------
JAG Contractors, Inc. received approval from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ Richard Hall,
Esq., an attorney practicing in Alexandria, Va., to handle its
Chapter 11 case.
The Debtor requires legal counsel to:
(a) advise and consult with the Debtor concerning questions
arising in the conduct of the administration of the estate and
concerning the Debtor's rights and remedies with regard to the
estate's assets and the claims of secured, preferred, and unsecured
creditors and other parties in interest;
(b) appear for, prosecute, defend, and represent the Debtor's
interest in suits arising in or related to this case;
(c) investigate and prosecute preference and other actions
arising under the Debtor's avoiding powers;
(d) assist in the preparation of such pleadings, motions,
notices, and orders as are required for the orderly administration
of this estate; and consult with and advise the Debtor in
connection with the operation of its business; and
(e) prepare and file a plan and a disclosure statement and
obtain the confirmation and completion of a plan of reorganization
and prepare a final report and a final accounting.
Mr. Hall will be paid at his normal hourly rate of $575.
Paraprofessional will be billed at $200 per hour.
The attorney disclosed in a court filing that he is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The attorney can be reached at:
Richard G. Hall, Esq.
601 King Street, Suite 301
Alexandria, VA 22314
Telephone: (703) 256-7159
E-mail: Richard.Hall33@verizon.net
About JAG Contractors
JAG Contractors, Inc. is a building finishing contractor, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Case No. 23-11650) on Oct. 12, 2023, with up
to $10 million in both assets and liabilities. Josue Guzman,
president, signed the petition.
Richard G. Hall, Esq., serves as the Debtor's counsel.
KORN FERRY: Moody's Affirms 'Ba2' CFR, Outlook Remains Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Korn Ferry's Ba2 corporate
family rating, Ba2-PD probability of default rating and Ba3 senior
unsecured rating. The speculative grade liquidity ("SGL") rating is
unchanged at SGL-1. The outlook is maintained at stable. Korn Ferry
is a global human resources and organizational consulting firm.
"Korn Ferry's modest debt burden leaves the company well positioned
to maintain only-modestly-high financial leverage and good free
cash flow generation if the currently-moderating demand trends in
executive recruitment worsen and pressure revenue growth in 2024,"
said Edmond DeForest, Moody's Senior Vice President.
RATINGS RATIONALE
The affirmation of Korn Ferry's CFR at Ba2 reflects the company's
established brand, strong market position and large client base in
the competitive global human resources ("HR") and management
consulting markets, good business segment diversification beyond
its talent acquisition lines and modest debt to EBITDA expected to
remain below 2.0 times over the next 12 to 18 months. A very good
liquidity profile, with ample ability to cut variable costs and
preserve cash when cyclical pressure reduces revenue, provides
additional support.
The company faces strong competition, which limits profitability
and organic growth. Moody's considers the HR and consulting markets
cyclical and subject to disruption when clients reduce their hiring
goals, which Moody's believes they have in fiscal 2024 (ends April
30) versus 2023. Moody's expects revenue growth could be limited
over the next 12 to 18 months by diminished executive recruiting
demand, reflecting weak or slowing business conditions across many
regions and industries. The talent acquisition segments have low
barriers to entry and easily available online tools, such as
LinkedIn (a division of Microsoft Corporation, Aaa stable), enable
competition and insourcing by corporate customers. The need to
retain and compete for key employees pressures profits margins. In
the advisory segment, the company competes against very large
global firms with deep pockets. Financial strategy considerations
also weigh on ratings as the company has used debt proceeds to
increase revenue size and business line diversity beyond talent
acquisition services through strategic M&A. However, more than half
of Korn Ferry's revenue is still generated by talent acquisition
services, which are very cyclical and experience sudden drops in
demand during economic downturns.
The high cyclicality of Korn Ferry's core business makes liquidity
a key consideration for the rating. Korn Ferry's speculative grade
liquidity rating of SGL-1 reflects a very good liquidity profile,
featuring $592 million of cash and marketable securities as of July
31, 2023. The company also has an additional $189 million
marketable securities balance, but this is not considered available
liquidity given it is held in a trust to satisfy obligations under
Korn Ferry's deferred compensation plans. In addition, Korn Ferry's
company owned life insurance plans reflect a net cash surrender
value of about $200 million as of July 31, 2023. Moody's expects
annual free cash flow of at least $150 million, after around $30
million of shareholder dividends.
Korn Ferry has access to a $650 million senior secured revolving
credit facility maturing in 2027, which provides ample liquidity to
address seasonal and cyclical swings. Net of minimal usage to
support letters of credit, roughly $645 million of the revolving
facility was available as of July 31, 2023. The company typically
accrues compensation expenses over the year and pays bonuses in its
first fiscal quarter (ends July 31), which results in negative
operating cash flow during the first quarter, offset by positive
balances the rest of the fiscal year.
The senior secured revolving credit facility incorporates a
financial covenant requiring that the maximum senior secured
consolidated net leverage ratio (as defined in the facility
agreement) remain at 3.5 times or less. The net leverage covenant
includes a $300 million cap on cash netting. Moody's expects that
Korn Ferry will be well in compliance with its financial covenant
over the next 12 to 15 months.
The affirmation of the Ba3 senior unsecured notes rating, one notch
below the Ba2 CFR, reflects their junior position in the capital
structure below the unrated $650 million senior secured credit
facility.
The stable outlook reflects Moody's expectations for some revenue
growth, low 20s% range EBITDA margins, at least $150 million of
free cash flow and debt to EBITDA around 2.0 times over the next 12
to 18 months, in the absence of leveraging transactions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's expects 1) increased scale
and organic revenue growth, evidencing an improved competitive
position; 2) reduced exposure to cyclical economic swings; 3)
conservative financial policies with debt/EBITDA sustained below
2.5 times throughout an economic cycle; and 4) maintains strong
liquidity with additional financing flexibility from a lower
proportion of secured to total debt.
The ratings could be downgraded if Moody's expects 1) increased
competition or sustained cyclical pressure will result in a
prolonged period of lower than expected revenue or profitability;
2) debt to EBITDA sustained above 3.5 times; 3) liquidity
deterioration, as evidenced by diminished balance sheet cash
compared to historical levels or the need to draw on the revolver
to support operating gaps; or 4) more aggressive financial
policies.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Los Angeles, CA -based Korn Ferry (NYSE:KFY) is a global human
resources and organizational consulting firm. The company operates
through 5 segments: executive search (31% of fee revenue as of
fiscal year 2023), consulting services (24%) professional and
interim search (18%) recruitment process outsourcing (15%) and
digital (13%). Korn Ferry is headquartered in Los Angeles, CA and
operates through 105 offices across 53 countries, with over 10,000
full-time employees. Moody's expects revenue of about $3 billion in
fiscal 2024 (ends April 30).
LA FUENTE: Seeks to Hire Jose Luis Castillo as Bankruptcy Counsel
-----------------------------------------------------------------
La Fuente, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to employ the Law Office of Jose
Luis Castillo, PC as its counsel.
The Debtor requires legal counsel to:
(a) advise the Debtor with respect to its powers and duties in
this Chapter 11 case;
(b) take necessary action to avoid any liens against the
Debtor's property;
(c) prepare legal papers;
(d) represent the Debtor in the compilation, preparation,
solicitation, and disclosure relating to its Plan of
Reorganization;
(e) perform all other legal services for the Debtor which may
be necessary; and
(f) represent the Debtor at all trustee meetings and court
hearings.
Jose Luis Castillo will be paid at his hourly rate of $300. The
attorney also received a retainer of $50,000 from the Debtor.
Mr. Castillo disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Jose Luis Castillo, Esq.
Law Office of Jose Luis Castillo, PC
1810 San Bernardo Ave.
Laredo, TX 78040
Telephone: (956) 508-8000
Facsimile: (956) 568-3904
Email: jose.castillo@castillo-law.net
About La Fuente
La Fuente, Inc., a provider of home health care services, sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D. Texas Case No. 23-70197) on Sept. 29, 2023. In the petition
signed by Noel A. Zamora, president, the Debtor disclosed up to
$50,000 in assets and up to $10 million in liabilities.
Judge Eduardo V. Rodriguez oversees the case.
The Law Office of Jose Luis Castillo, PC represents the Debtor as
legal counsel.
LEBANON PLATINUM: Taps Banyan Tree as Hotel Management Company
--------------------------------------------------------------
Lebanon Platinum, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Middle District of Tennessee to
employ Banyan Tree Management, LLC d/b/a Aperture Hotels as their
hotel management company.
Aperture will operate, direct, manage, and supervise the hotel
operations at the six Debtor-owned hotels.
Aperture shall charge for its services on the following terms:
(a) Transition fees of $6,000 per property -- totaling $36,000
for the six (6) Debtor-owned properties.
(b) Monthly management fees equal to the greater of (i) 4
percent of the applicable month's Gross Revenues,1 or (ii) a
minimum of $6,000 per month.
(c) Contingent incentive fees equivalent to 10 percent of Net
Operating Income. The Incentive Fees shall not exceed 0ne percent
of Total Revenues. Further, the Incentive Fees shall be contingent
and only payable upon the specific hotel's meeting the metrics
defined in the Agreement (i.e., EBITDA exceeds 20 percent of Total
Revenue).
(d) Contingent termination fees of $72,000 in the event a
Termination Event under Section 12.2(a) or (b) of the Agreement
occurs.
(e) Accounting fees of $1,500 per month as compensation for
the accounting and monthly reporting services to be provided by
Aperture.
Aperture believes that it does not hold any interest adverse to the
Debtors' estates that would preclude representation of the Debtors
in this case.
The firm can be reached through:
Charles Oswald
Banyan Tree Management, LLC
d/b/a "Aperture Hotels"
21250 Hawthorne Blvd #550
Torrance, CA 90503
Phone: (866) 255-1800
About Lebanon Platinum
Lebanon Platinum, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
23-03592) on Sept. 29, 2023, with up to $50,000 in assets and up to
$10 million in liabilities. Mitch Patel, manager, signed the
petition.
Judge Charles M. Walker oversees the case.
Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz, PLLC serves as
the Debtor's legal counsel.
LEXARIA BIOSCIENCE: Enters New Global License Deal With SulfoSyn
----------------------------------------------------------------
Lexaria Bioscience Corp. announced it has granted a new global,
exclusive license to use DehydraTECH technology to SulfoSyn
Limited.
The exclusive license granted to SulfoSyn is for all
non-pharmaceutical uses of sulforaphane world-wide, including
SulfoSyn's ability to sub-license these rights. These
non-pharmaceutical uses include but are not limited to supplements,
additives, foods, dietary ingredients, and more. An up-front cash
payment has already been received, minimum future payments have
been agreed to, and ongoing royalty payments will be generated when
they are in excess of the minimum payments.
As part of a broader agreement between the two companies, Lexaria
is also being contracted to perform certain DehydraTECH-related
manufacturing operations at its US partner facility on behalf of
SulfoSyn for an initial term of two years. These manufacturing
operations are expected to result in an increase in revenue to
Lexaria, the amount of which cannot be forecasted at this time.
Beginning in late 2022, Lexaria and SulfoSyn began exploring the
applicability of DehydraTECH upon sulforaphane. In extensive
testing since, it has been determined that DehydraTECH confers
certain superior qualities upon the sulforaphane molecule that are
of commercial interest.
Sulforaphane is a sulphur-rich composite molecule commonly found in
vegetables such as broccoli, cabbage and kale. According to this
study published at the National Library of Medicine, sulforaphane
has been shown to exhibit anti-inflammatory, antioxidant,
antimicrobial and even antiaging qualities.
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECH drug delivery technology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria Bioscience reported a net loss and comprehensive loss of
$7.38 million for the year ended Aug. 31, 2022, a net loss and
comprehensive loss of $4.19 million for the year ended Aug. 31,
2021, a net loss and comprehensive loss of $4.08 million for the
year ended Aug. 31, 2020, and a net loss and comprehensive loss of
$4.16 million for the year ended Aug. 31, 2019.
LEXARIA BIOSCIENCE: Fails to Comply With Nasdaq Bid Price Rule
--------------------------------------------------------------
Lexaria Bioscience Corp. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it received a letter from
the listing qualifications department staff of The Nasdaq Stock
Market indicating that the Company is not in compliance with the
$1.00 minimum bid price requirement set forth in Nasdaq Listing
Rule 5550(a)(2) for continued listing on The Nasdaq Capital
Market.
The Bid Price Deficiency Notice has no immediate effect on the
listing of the Company's common stock, and the Company's common
stock continues to trade on the Nasdaq Capital Market under the
symbol "LEXX."
In accordance with Nasdaq listing rule 5810(c)(3)(A), the Company
has 180 calendar days from the date of the Bid Price Deficiency
Notice, or until April 15, 2024, to regain compliance with respect
to the Bid Price Requirement. The Bid Price Deficiency Notice
states that to regain compliance with the Bid Price Requirement,
the closing bid price of the Company's common stock must meet or
exceed $1.00 per share for a minimum of 10 consecutive business
days during the compliance period ending April 15, 2024.
If the Company fails to regain compliance with the Bid Price
Requirement by April 15, 2024, the Company may be eligible for an
additional 180-day compliance period to demonstrate compliance with
the Bid Price Requirement. To qualify, the Company will be
required to meet the continued listing requirement for market value
of publicly held shares and all other initial listing standards for
The Nasdaq Capital Market, with the exception of the Bid Price
Requirement, and will need to provide written notice to Nasdaq of
its intention to cure the deficiency during the second compliance
period by effecting a reverse stock split, if necessary. If the
Company does not qualify for the second compliance period or fails
to regain compliance with the Bid Price Requirement during the
second 180-day period, Nasdaq will notify the Company of its
determination to delist the common stock, at which point the
Company would have an opportunity to appeal the delisting
determination to a Hearings Panel.
The Company intends to actively monitor the closing bid price of
the Company's common stock between now and April 15, 2024 and may,
if appropriate, determine to effect a reverse stock split, as
approved by the Company's shareholders at its special meeting held
on Oct. 10, 2023, in order to rectify the Bid Price Requirement
deficiency and maintain its listing on the Nasdaq Capital Market.
However, effecting a reverse stock split still remains the last
option of the Company.
According to the Company, while it is exercising diligent efforts
to maintain the listing of its common stock on Nasdaq, including
the potential effect of a reverse stock split, there can be no
assurance that the Company will be able to regain or maintain
compliance with Nasdaq listing standards.
About Lexaria
Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is
a biotechnology company developing the enhancement of the
bioavailability of a broad range of fat-soluble active molecules
and active pharmaceutical ingredients using its patented
DehydraTECH drug delivery technology. DehydraTECH combines
lipophilic molecules or APIs with specific long-chain fatty acids
and carrier compounds that improve the way they enter the
bloodstream, increasing their effectiveness and allowing for lower
overall dosing while promoting healthier oral ingestion methods.
Lexaria Bioscience reported a net loss and comprehensive loss of
$7.38 million for the year ended Aug. 31, 2022, a net loss and
comprehensive loss of $4.19 million for the year ended Aug. 31,
2021, a net loss and comprehensive loss of $4.08 million for the
year ended Aug. 31, 2020, and a net loss and comprehensive loss of
$4.16 million for the year ended Aug. 31, 2019.
LILIUM NV: Starts Private Sales of eVTOL Jets in U.S. Market
------------------------------------------------------------
Lilium N.V. announced it opened private sales of its eVTOL jets in
the U.S. market, in partnership with EMCJET, a full-service
aircraft brokerage and management company. EMCJET is set to be the
exclusive Lilium dealer in Texas through 2030 for private sales.
Under the terms of the partnership, which includes a commercial
commitment to Lilium for five production slots, EMCJET will enable
individuals to purchase some of the first Lilium Pioneer Edition
Jets available in the U.S. market. This announcement is the first
step in unlocking the U.S. private aviation market, the largest
private aviation market, for Lilium and follows Lilium's commercial
strategy to start in the premium market before expanding to the
airline and passenger shuttle market.
The Lilium Jet will be available countrywide, with the initial
focus on key cities in Texas, including Austin, Houston, San
Antonio, and Dallas, aligning with Texas' commitment to
sustainability, delivering efficient and eco-friendly
transportation choices for residents and visitors.
"We are thrilled to partner with EMCJET as we embark on our mission
to revolutionize regional air mobility in the United States.
EMCJET's proven track record of private premium market jet sales in
the U.S. and managing privately owned aircraft and exceptional
customer service aligns seamlessly with Lilium's vision of
delivering an unparalleled flying experience to our potential
customers," said Sebastien Borel, chief commercial officer at
Lilium.
The Lilium Pioneer Edition Jet is Lilium's planned first edition
version of the Lilium Jet being sold to private individuals across
the globe. The Lilium Jet is an all-electric vertical take-off and
landing jet, designed to offer leading capacity, low noise, and
high performance with zero operating emissions purpose-built for
regional connectivity.
"EMCJET is excited to be at the forefront of introducing Lilium's
groundbreaking eVTOL technology to the Texas and U.S. markets,"
said Memo Montemayor, founder & CEO of EMCJET. "Our client-first
mentality ensures that we deliver superior value and expert
attention required in making sound private aviation investments and
introducing our clients to the most innovative modern technology
for current and future market practices. This partnership with
Lilium will allow us to serve our well-established network of
aviation enthusiasts with the latest technological advancements and
continue to provide exceptional service and results that our
clients deserve and depend on."
The agreement with EMCJET marks Lilium's fourth dealer globally.
"Dealers and aircraft management companies are eager to partner
with Lilium on jet sales to help decarbonize general aviation and
provide an elevated flying experience, all while being incredibly
efficient to operate," added Borel.
About Lilium
Lilium (NASDAQ: LILM) -- www.lilium.com -- is creating a
sustainable and accessible mode of high-speed, regional
transportation for people and goods. Using the Lilium Jet, an
all-electric vertical take-off and landing jet, designed to offer
leading capacity, low noise, and high performance with zero
operating emissions, Lilium is accelerating the decarbonization of
air travel. Working with aerospace, technology, and infrastructure
leaders, and with announced sales and indications of interest in
Europe, the United States, China, Brazil, UK, and the Kingdom of
Saudi Arabia, Lilium's 800+ strong team includes approximately 450
aerospace engineers and a leadership team responsible for
delivering some of the most successful aircraft in aviation
history. Founded in 2015, Lilium's headquarters and manufacturing
facilities are in Munich, Germany, with teams based across Europe
and the U.S.
Munich, Germany-based PricewaterhouseCoopers GmbH
Wirtschaftsprufungsgesellschaft, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
28, 2023, citing that he Company has incurred recurring losses from
operations since its inception and expects to continue to generate
operating losses that raise substantial doubt about its ability to
continue as a going concern.
MATTRESS DIRECT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mattress Direct Inc.
4280 North Service Road
Saint Peters, MO 63376
Chapter 11 Petition Date: October 23, 2023
Court: United States Bankruptcy Court
Eastern District of Missouri
Case No.: 23-43817
Debtor's Counsel: Thomas H. Riske, Esq.
CARMODY MACDONALD P.C.
120 S. Central Ave., Suite 1800
Saint Louis, MO 63105
Tel: 314-854-8600
Fax: 314-854-8660
Email: thr@carmodymacdonald.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert McCurren 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/AUZCWBI/Mattress_Direct_Inc__moebke-23-43817__0001.0.pdf?mcid=tGE4TAMA
MERRILL PROPERTIES: Seeks to Tap Murray Company Realtors as Broker
------------------------------------------------------------------
Merrill Properties, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Murray Company
Realtors, LLC.
The Debtor requires a real estate broker to:
(a) inspect the Debtor's properties and furnish it with an
estimate of the value of those assets;
(b) market the Debtor's properties for sale;
(c) assist with facilitating the closing of any court approved
sale of the Debtor's properties; and
(d) such additional work as may be required based upon the
Debtor's analysis of its properties and which would be in the
ordinary course of services performed by a broker.
The broker will receive a 6 percent commission of the sale price of
the Debtor's property.
G. Niles Murray, a member of Murray Company Realtors, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
G. Niles Murray
Murray Company Realtors, LLC
203 E. Taylor St.
Griffin, GA 30223
Telephone: (770) 227-8661
About Merrill Properties
Merrill Properties, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-10978) on Aug. 15, 2023, with up to $1 million in assets and up
to $50,000 in liabilities.
Judge Paul Baisier oversees the case.
Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor
as bankruptcy counsel.
MID-KANSAS REAL: Unsecured Creditors to be Paid in Full in Plan
---------------------------------------------------------------
Mid-Kansas Real Estate Holdings, LLC, filed with the U.S.
Bankruptcy Court for the District of Kansas a Subchapter V Plan of
Reorganization dated October 17, 2023.
Mid-Kansas was formed in July 2015 to purchase and lease
residential and commercial real estate in and around Wichita,
Kansas.
Since its inception, Mid-Kansas acquired real estate assets
incrementally through cash-flow or financing, but has yet to sell
any real estate it purchased. As of the filing of this Plan and the
Petition Date, Mid-Kansas owned 9 separate pieces of real estate
("Real Estate").
Sometime in early 2023, Mid-Kansas began the process of renewing
its line of credit with KSB. Without the LOC and having used almost
all of its cash reserves to pay off the balance of the LOC,
Mid-Kansas did not have the funds to make the tax payments which
came due in May 2023 or to redeem its real estate from Sedgwick
County tax foreclosure case. That resulted in several pieces of
Real Estate in danger of being lost to tax foreclosure.
In addition to that, KSB used the inclusion of Mid-Kansas' Wichita
Real Estate in the tax foreclosure to declare Mid-Kansas in default
and filed a foreclosure case of its own on July 6, 2023. After KSB
sought to appoint a receiver to manage Mid-Kansas' Wichita Real
Estate, MidKansas filed bankruptcy on July 19, 2023 ("Petition
Date").
Mid-Kansas shall pay to its creditors such portion of its earnings
and other future income as is necessary for the execution of this
Plan for a 3-year period of time. In no event, however, shall the
portion of Mid Kansas' earnings and other future income paid
pursuant to this Plan be less than the projected disposable income
of Mid-Kansas for the 3-year period of time.
The value of property to be distributed in the 3-year period under
this Plan beginning on the date in which the first distribution is
due under the Plan is not less than the projected disposable income
of Mid-Kansas, less than the value of the unencumbered assets free
of liens, or enough to pay all Mid-Kansas' unsecured creditors in
full.
Class 7 consists of Allowed Unsecured Claims. This Class is Not
Impaired. Based on Exhibit 1, Mid Kansas' disposable income to
distribute to Allowed Unsecured Creditors is $1,373,969.84.
Alternatively, as set forth in Exhibit 2, Mid Kansas maintains
equity in its assets in the amount of $1,612,487.08. Based on the
figures, Mid-Kansas maintains a significant liquidation value even
when administrative expenses are included.
Despite that, in an effort to obtain a consensual plan and to
comply Section 1191 of the Bankruptcy Code, MidKansas proposes to
distribute sufficient amounts to pay all Allowed Unsecured
Creditors in full as of the Effective Date of this Plan. Mid-Kansas
did not schedule any unsecured creditors in Schedule E/F to its
Petition. Therefore, there are no Allowed Unsecured Claims under
Fed. R. Bankr. P. 3003(b)(1). Only Evergy Kansas Central f/k/a
Westar Energy filed a proof of claim before the claim deadline of
September 27, 2023 under D. Kan. LBR 3003.1(a), which was Claim
#10. The amount of Evergy's Claim is $2,406.76. Mid-Kansas will pay
Evergy's Allowed Unsecured Claim in full 30 days after the
Effective Date of this Plan.
Mid-Kansas asserts that paying Evergy's Claim in full complies with
Section 1192(c) of the Bankruptcy Code because it provides for the
payment in full of all Allowed Unsecured Claim. As such, Mid-Kansas
is not required to contribute its disposable income over the 3-year
period post-confirmation or distribute any liquidation value to
unsecured creditors.
A full-text copy of the Plan of Reorganization dated October 17,
2023 is available at https://urlcurt.com/u?l=Vbox9m from
PacerMonitor.com at no charge.
Debtor's Counsel:
Nicholas R. Grillot, Esq.
Hinkle Law Firm, LLC
1617 N. Waterfront Parkway, Ste. 400
Wichita, KS 67206
Telephone: (316) 660-6211
Facsimile: (316) 660-6523
Email: ngrillot@hinklaw.com
About Mid-Kansas Real Estate Holdings
Mid-Kansas Real Estate Holdings, LC, is a lessor of real estate in
Wichita, Kansas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 23-10709) on July 19,
2023, with $1 million to $10 million in both assets and
liabilities. Rickey E. Hodge Jr., manager, signed the petition.
Judge Mitchell L. Herren oversees the case.
Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the
Debtor as bankruptcy counsel.
MOLEKULE GROUP: Seeks to Hire Ossentjuk & Botti as Special Counsel
------------------------------------------------------------------
Molekule Group, Inc. and Molekule, Inc. seek approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ the
law firm of Ossentjuk & Botti as special counsel.
The Debtors need a special counsel in connection with their
corporate governance matters.
The firm will charge the Debtors a discounted hourly rate of $450
for its attorney, Aaron Botti, Esq., plus reimbursement for
expenses incurred.
Mr. Botti disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Aaron L. Botti, Esq.
Ossentjuk & Botti
2815 Townsgate Road, Suite 320
Westlake Village, CA 91361
Telephone: (805) 557-8088
Email: ABotti@oandblawyers.com
About Molekule Inc.
Molekule, Inc. and Molekule Group, Inc. manufacture air purifiers.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18094) on
October 3, 2023. In the petition signed by Ryan Tyler, chief
financial officer, Molekule, Inc. disclosed $11,592,471 in total
assets and $46,952,909 in total liabilities.
The Hon. Erik P. Kimball is the case judge.
The Debtors tapped Bradley S. Shraiberg, Esq., at Shraiberg Page,
PA as bankruptcy counsel and the law firm of Ossentjuk & Botti as
special counsel.
MOLEKULE INC: Seeks to Hire Yocca Law Firm as Special Counsel
-------------------------------------------------------------
Molekule, Inc. and Molekule Group, Inc. seek approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire The
Yocca Law Firm LLP as its special counsel.
The Yocca Law Firm will represent the Debtors in the litigation
against Aura Smart Air, Ltd., the arbitration against Manz AG, and
for employment matters.
The firm would charge the Debtors these discounted hourly rates
Mark W. Yocca $475
Attorneys $395 - $425
Paralegals $100
Clerical Assistants $35
The firm holds a prepetition retainer of $15,000.
Mark Yocca, Esq., a partner of The Yocca Law Firm, assured the
court that the firm does not hold or represent any interests that
are adverse to the Debtors or the estate with respect to the Aura
Litigation, ICC Arbitration, or employment matters.
The firm can be reached through:
Mark W. Yocca, Esq.
THE YOCCA LAW FIRM LLP
18881 Von Karman Avenue, Suite 1620
Irvine, CA 92612
Phone: (949) 253-0800
About Molekule Inc.
Molekule manufactures air purifiers.
Molekule Inc. and affiliate Molekule Group, Inc., sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 23-18093) on Oct. 3,
2023. In the petition signed by CFO Ryan Tyler, Molekule Inc.
disclosed $11,592,471 in assets and $46,952,909 in liabilities.
Judge Mindy A. Mora oversees the cases.
Bradley S. Shraiberg, Esq., of SHRAIBERG PAGE PA, is the Debtors'
legal counsel.
MOLEKULE INC: Taps KapilaMukamal as Business Valuation Appraiser
----------------------------------------------------------------
Molekule, Inc. and Molekule Group, Inc. seek approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Soneet Kapila and KapilaMukamal, LLP, to provide a valuation of the
Debtors' business as a going concern.
The firm will charge the Debtors hourly rates of ranging from $196
to $780.
As disclosed in court filings, KapilaMukamal is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Soneet R. Kapila, CPA
KapilaMukamal, LLP
1000 S. Federal Highway, Suite 200
Fort Lauderdale, FL 33316
Phone: (954) 761-1011
Email: kapila@kapilamukamal.com
About Molekule Inc.
Molekule manufactures air purifiers.
Molekule Inc. and affiliate Molekule Group, Inc., sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 23-18093) on Oct. 3,
2023. In the petition signed by CFO Ryan Tyler, Molekule Inc.
disclosed $11,592,471 in assets and $46,952,909 in liabilities.
Judge Mindy A. Mora oversees the cases.
Bradley S. Shraiberg, Esq., of SHRAIBERG PAGE PA, is the Debtors'
legal counsel.
MOLEKULE INC: Taps Moecker Auctions as Personal Property Appraiser
------------------------------------------------------------------
Molekule, Inc. and Molekule Group, Inc. seek approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Moecker Auctions, Inc. as its personal property appraiser regarding
the inventory, raw materials, manufacturing equipment, furniture,
fixtures, and other related equipment.
The firm will charge the Debtors hourly rates of $175 for research
and valuation and $75 for travel.
As disclosed in the court filings, Moecker Auctions does not hold
or represent an adverse interest to the estate and is a
disinterested person within the meaning of 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Eric Rubin
Moecker Auctions, Inc.
1885 W State Rd 84 Suite 103
Fort Lauderdale, FL 33315
Phone: (954) 252-2887
About Molekule Inc.
Molekule manufactures air purifiers.
Molekule Inc. and affiliate Molekule Group, Inc., sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 23-18093) on Oct. 3,
2023. In the petition signed by CFO Ryan Tyler, Molekule Inc.
disclosed $11,592,471 in assets and $46,952,909 in liabilities.
Judge Mindy A. Mora oversees the cases.
Bradley S. Shraiberg, Esq., of SHRAIBERG PAGE PA, is the Debtors'
legal counsel.
MUZIK INC: Hires Levene, Neale, Bender, Yoo & Golubchik as Counsel
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Muzik, Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Levene, Neale, Bender, Yoo
& Golubchik LLP.
The Debtor requires legal counsel to:
(a) advise the Debtor with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules, and the Office
of the United States Trustee as they pertain to the Debtor;
(b) advise the Debtor with regard to certain rights and
remedies of its bankruptcy estate and the rights, claims and
interests of creditors;
(c) represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving its bankruptcy estate unless the Debtor
is represented in such proceeding or hearing by other special
counsel;
(d) conduct examinations of witnesses, claimants or adverse
parties and represent the Debtor in any adversary proceeding except
to the extent that any such adversary proceeding is in an area
outside of the firm's expertise or which is beyond its staffing
capabilities;
(e) prepare and assist the Debtor in the preparation of
reports, applications, pleadings, and orders;
(f) represent the Debtor with regard to obtaining use of
debtor-in-possession financing and/or cash collateral;
(g) assist the Debtor in any asset sale process;
(h) assist the Debtor in the negotiation, formulation,
preparation, and confirmation of a plan of reorganization or
liquidation and the preparation and approval of a disclosure
statement in respect of the plan; and
(i) perform any other services which may be appropriate in the
firm's representation of the Debtor during its bankruptcy case.
Prior to the petition date, the Debtor paid the firm a retainer of
$100,000. The firm holds a retainer balance of $68,996 as of the
petition date.
The hourly rates of the firm's counsel and staff are as follows:
David W. Levene $690
David L. Neale $690
Ron Bender $690
Timothy J. Yoo $690
David B. Golubchik $690
Gary E. Klausner $690
Edward M. Wolkowitz $690
Martin J. Brill $690
Beth Ann R. Young $690
Eve H. Karasik $690
Monica Y. Kim $675
Daniel H. Reiss $675
Philip A. Gasteier $675
Todd A. Frealy $675
Kurt Ramlo $675
Richard P. Steelman, Jr. $675
Zachary Page $675
Juliet Y. Oh $650
Todd M. Arnold $650
Carmela T. Pagay $650
Anthony A. Friedman $650
Krikor J. Meshefejian $650
John-Patrick M. Fritz $650
Joseph M. Rothberg $650
Jeffrey Kwong $625
Lindsey L. Smith $575
Robert Carrasco $450
Paraprofessionals $295
In addition, the firm will seek reimbursement for expenses
incurred.
Eve Karasik, Esq., a partner at Levene, Neale, Bender, Yoo &
Golubchik, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Eve H. Karasik, Esq.
Levene, Neale, Bender, Yoo & Golubchik LLP
2818 La Cienega Avenue
Los Angeles, CA 90034
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
Email: ehk@lnbyg.com
About Muzik Inc.
Muzik Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-16304) on Sept. 27,
2023. In the petition signed by Jason Hardi, chief executive
officer, the Debtor disclosed up to $10 million in estimated assets
and liabilities.
Judge Vincent P. Zurzolo oversees the case.
The Debtor tapped Eve H. Karasik, Esq., at Levene, Neale, Bender,
Yoo & Golubchik LLP as counsel and Erceg Partners, LLC as financial
advisor.
MUZIK INC: Seeks to Hire Erceg Partners as Financial Advisor
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Muzik, Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ Erceg Partners, LLC as
financial advisor.
The Debtor requires a financial advisor to:
(a) evaluate near-term business plan/financial forecast;
(b) evaluate and/or assist in developing a liquidation
analysis;
(c) provide advice on restructuring alternatives;
(d) render general financial advice, financial analytics, and
modeling;
(e) assist in the preparation of a plan of reorganization;
(f) assist with the review, classification, and quantification
of claims against the estate under the plan of reorganization;
(g) determine the value of certain assets, businesses,
collateral, and damages derived from causes of action;
(h) assist with monthly operating reports, schedules,
statements of financial affairs, U.S. Trustee packages and other
financial information and disclosures required during the pendency
of the Chapter 11 case;
(i) assist the Debtor and legal counsel with the preparation
of all case motions requiring financial information or analysis;
and
(j) render such other restructuring, general business
consulting or other assistance as may be requested.
The hourly rates of the firm's professionals are as follows:
Luka Erceg $575
Michael R. Samardzija $485
In addition, the firm will seek reimbursement for expenses
incurred.
Luka Erceg, the founder and managing director of Erceg Partners,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Luka Erceg
Erceg Partners, LLC
1440 West Bernardo Court, Suite 300
San Diego, CA 92127
Telephone: (858) 649-1880
Email: lerceg@erceg.net
About Muzik Inc.
Muzik Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-16304) on Sept. 27,
2023. In the petition signed by Jason Hardi, chief executive
officer, the Debtor disclosed up to $10 million in estimated assets
and liabilities.
Judge Vincent P. Zurzolo oversees the case.
The Debtor tapped Eve H. Karasik, Esq., at Levene, Neale, Bender,
Yoo & Golubchik LLP as counsel and Erceg Partners, LLC as financial
advisor.
NOVO HEALTH: Hires Coker Group Holdings as Sale Consultant
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Novo Health Technology Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to employ
Coker Group Holdings, LLC as sale consultant.
The firm will provide these services:
a. outline and define a sales process that would be submitted
to the Court for approval;
b. manage the sales process once approved by the Court.
The firm will be paid at these rates:
Associate $210 per hour, $1,900 per day
Senior Associate $230 per hour, $2,000 per day
Manager $250 per hour, $2,200 per day
Senior Manager $280 per hour, $2,500 per day
Vice President $320 per hour, $2,800 per day
Senior Vice President $350 per hour, $3,200 per day
Executive Vice President $400 per hour, $3,400 per day
President/CEO $450 per hour, $3,900 per day
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffery Daigrepont, a partner at Coker Group Holdings, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeffery Daigrepont
Coker Group Holdings, LLC
2400 Lakeview Parkway, Suite 400
Alpharetta, GA 30009
Tel: (800) 345-5829
About Novo Health Technology Group
Focus Solutions, LLC and two other creditors filed a Chapter 11
involuntary petition (Bankr. E.D. Wis. Case No. 23-21460) against
NOVO Health Technology Group, LLC on April 4, 2023. The creditors
are represented by James P. O'Neil, Esq.
Judge Beth E. Hanan oversees the case.
Steinhilber Swanson, LLP serves as the Debtor's legal counsel.
OIL DADDY: Seeks to Hire Barron & Newburger as Bankruptcy Counsel
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Oil Daddy, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire Barron & Newburger as its
counsel.
The firm's services include:
a. advising Debtor of its rights, powers, and duties as a
debtor-in-possession continuing to manage its assets;
b. reviewing the nature and validity of claims asserted
against the property of Debtor and advising Debtor concerning the
enforceability of such claims;
c. preparing on behalf of Debtor, all necessary and
appropriate applications, motions, pleadings, draft orders,
notices, schedules, and other documents and reviewing all financial
and other reports to be filed in the chapter 11 case;
d. advising Debtor concerning and preparing responses to,
applications, motions, complaints, pleadings, notices, and other
papers which may be filed in the chapter 11 case;
e. counseling Debtor in connection with the formulation,
negotiation, and promulgation of a plan of reorganization and
related documents;
f. performing all other legal services for and on behalf of
Debtor which may be necessary and appropriate in the administration
of the chapter 11 case and Debtor's business; and
g. working with professionals retained by other parties in
interest in this case to attempt to obtain approval of a consensual
plan of reorganization for Debtor.
The firm will be paid at these rates:
Stephen Sather $550 per hour
Other Attorneys $325 to 550 per hour
Support Staff $40 to $150 per hour
The firm received from the Debtors a retainer of $10,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Stephen Sather, Esq., a senior counsel at Barron & Newburger,
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:
Stephen Sather, Esq.
BARRON & NEWBURGER, PC
7320 N. MoPac Expy, Suite 400
Austin, TX 78731
Tel: (512) 476-9103
Fax: (512) 279-0310
Email: gsiemankowski@bn-lawyers.com
About Oil Daddy, LLC
Oil Daddy manufactures agriculture, construction, and mining
machinery.
Oil Daddy, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
23-70115) on Sep. 13, 2023, listing $11,897,212 in assets and
$6,581,653 in liabilities.
Judge Shad Robinson oversees the case.
Stephen W Sather, Esq. at BARRON & NEWBURGER, P.C. represents the
Debtor as counsel.
PACIFIC BEND: Unsecureds Owed $2M to be Paid in Full in Plan
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Pacific Bend, Inc., submitted a First Amended Disclosure Statement
describing Plan of Reorganization dated October 17, 2023.
The Plan is a reorganization plan, meaning that the Debtor intends
to stay in business and pay its creditors as described in the Plan.
The Plan will be funded by the Debtor's Equity Interest holders.
Class 3 consists of General Unsecured Claims. The amount of claim
in this Class total $2,324,985.87 (including Disputed Claims). The
Allowed Unsecured Claims in this Class will be paid in full, in
Cash, on the effective date, with interest at the applicable
federal rate of interest in effect on the effective date from the
petition date until paid. The Allowed Unsecured Claims in this
Class will be paid in full, in Cash, on the effective date.
Disputed Claims that later become Allowed Unsecured Claims will be
paid in full on the later of the effective date or the fifth
business day after the claim becomes allowed.
Class 4 consists of Contribution/Indemnity Claims of the Insiders.
The amount of claim in this Class total $15,000,000 (including
disputed claims). If the 9019 Motion is granted, all of the Claims
in this Class as they relate to Big Dog and Performance Steel will
be resolved by the Settlement such that there will be no payment on
the claims in this Class.
As to all remaining Claims in this Class (and those of Big Dog and
Performance Steel if the 9019 Motion is granted), because this Plan
is a 100% Plan, all Allowed Unsecured Claims in this Class are and
will be deemed satisfied by Confirmation of the Plan. For the sake
of clarity, no payments will be made to this Class, and any
indemnity and/or contribution claims are and will be deemed
satisfied upon confirmation of the Plan.
The Plan is a reorganization Plan. The Plan will be funded by a
cash contribution 5 days before the effective date by the Debtor's
Equity Interests holders. Based on the total claims, including
Disputed Claims, the total amount Impact 3-7-77, LLC will have
available on or before the confirmation date is approximately
$2,704,710. To account for the unknown claim amounts that may be
higher than those listed in the Plan, Impact 3-7-77, LLC will have
at least $3,000,000 available but can obtain more if necessary.
All amounts paid by Impact 3-7-77, LLC to fund the Plan will be in
the form of unsecured lending to Debtor. Repayment will be
according to these agreements, Debtor will pay Impact 3-7-77, LLC
when and as funds become available, subject to further agreement
between the parties.
A full-text copy of the First Amended Disclosure Statement dated
October 17, 2023 is available at https://urlcurt.com/u?l=1sbWrc
from PacerMonitor.com at no charge.
Attorneys for the Debtor:
David R. Haberbush, Esq.
Vanessa M. Haberbush, Esq.
Lane K. Bogard, Esq.
HABERBUSH, LLP
444 West Ocean Boulevard, Suite 1400
Long Beach, CA 90802
Telephone: (562) 435-3456
Facsimile: (562) 435-6335
E-mail: dhaberbush@lbinsolvency.com
About Pacific Bend
Pacific Bend, Inc., is a manufacturer of pallet racking in Hemet,
Calif.
Pacific Bend sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 23-10761) on Feb. 28, 2023, with
up to $50 million in both assets and liabilities. Darlene Barios,
president and chief executive officer of Pacific Bend, signed the
petition.
Judge Wayne Johnson oversees the case.
The Debtor tapped Vanessa M. Haberbush, Esq., at Haberbush, LLP, as
legal counsel and Wilson Ivanova Certified Public Accountants,
Inc., APAC, as accountant.
PHUNWARE INC: Nasdaq Extends Compliance Deadline Until April 2024
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Phunware, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that the Company received a letter from The
Nasdaq Stock Market LLC advising that the Company had been granted
a 180-day extension to April 8, 2024, to regain compliance with the
bid price requirement, in accordance with Nasdaq Listing Rule
5810(c)(3)(A). To regain compliance, the bid price of the
Company's common stock must close at $1.00 per share or more for a
minimum of ten consecutive business days.
On April 13, 2023, Phunware received a notice from Nasdaq
indicating that the Company was not in compliance with Nasdaq
Listing Rule 5550(a)(2) because the bid price of its common stock
on the Nasdaq Capital Market had closed below $1.00 per share for
the previous 30 consecutive business days. In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a
period of 180 calendar days, or until Oct. 10, 2023, to regain
compliance with the Bid Price Requirement.
On Oct. 10, 2023, the Company submitted a request to The Nasdaq
Stock Market LLC for an additional 180-day extension to regain
compliance with the Bid Price Requirement.
Phunware said, "We intend to monitor the closing bid price of our
common stock and may, if appropriate, take all measures necessary
to regain compliance with the Bid Price Requirement within the
180-calendar day compliance period provided by Nasdaq, including
effecting a reverse stock split.
"If we fail to regain compliance with the Bid Price Requirement
prior to the allotted compliance period, Nasdaq will provide the
Company with written notification that its securities are subject
to delisting from the Nasdaq Capital Market. At that time, we may
appeal the delisting determination to a hearings panel. There can
be no assurance that we will be able to regain compliance with the
Bid Price Requirement or maintain compliance with other Nasdaq
continued listing requirements."
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $50.89 million for the year ended
Dec. 31, 2022, compared to a net loss of $53.52 million for the
year ended Dec. 31, 2021. As of March 31, 2023, the Company had
$45.46 million in total assets, $23.55 million in total
liabilities, and $21.90 million in total stockholders' equity.
Houston, Texas-based Marcum LLP, Phunware Inc.'s auditor since
2018, issued a "going concern" qualification in its report dated
March 31, 2023, citing that the Company has a significant working
capital deficiency, has incurred significant losses and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
PLATINUM COACH: Seeks to Extend Plan Exclusivity to March 7, 2024
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Platinum Coach Limousine Inc. asked the U.S. Bankruptcy Court for
the Eastern District of New York to extend its exclusive period
to file a plan of reorganization and disclosure statement to
March 7, 2024.
The Debtor's exclusivity period is set to expire on November 8,
2023.
The Debtor explained that ample cause exists to grant the
extension as, inter alia:
(i) the Debtor needs more time to reach mutually agreeable
terms of settlement with the creditors of the case, in
order to fully resolve the filed claims, and allowing
the Debtor to approve said terms by an Order of the
Bankruptcy Court and confirm a plan of reorganization
containing said terms,
(ii) there is no prejudice to the creditors, as, in fact,
allowing the Debtor time to reach and finalize mutual
terms of treatment of the creditors' claims,
respectively, will be in the best interest of all
creditors.
The Debtor asserted that the relief requested will allow it to
present the Court and its creditors with a sound plan
satisfactory to all involved.
Platinum Coach Limousine Inc. is represented by:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
2799 Coney Island Avenue, Suite 202
Brooklyn, NY 11235
Tel: (718) 513-3145
About Platinum Coach Limousine
Platinum Coach Limousine Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y.
Case No. 23-41666) on May 12, 2023, listing under $1 million in
both assets and liabilities. Gregory Novak, president, signed the
petition.
Judge Elizabeth S. Stong oversees the case.
The Debtor tapped the Law Offices of Alla Kachan, PC as legal
counsel and Wisdom Professional Services Inc. as accountant.
POLAR US: Moody's Lowers CFR to Caa1 & Alters Outlook to Negative
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Moody's Investors Service has downgraded Polar US Borrower, LLC's
(dba SI Group) Corporate Family Rating to Caa1 from B3 and
Probability of Default Rating to Caa1-PD from B3-PD. Moody's also
downgraded the senior secured first lien term loan and senior
secured first lien revolving credit facility to Caa1 from B3 and
senior unsecured notes due 2026 to Caa3 from Caa2. The outlook was
revised to negative from stable.
"The downgrade and outlook revision reflects SI Group's
deterioration in credit metrics given lower volumes as a result of
customer destocking and unfavorable price/mix effect that has led
to a weakening liquidity position" said Domenick R. Fumai, Moody's
Vice President and lead analyst for Polar US Borrower, LLC.
Governance considerations are a key driver of this rating action.
Moody's revised SI Group's ESG Credit Impact Score (CIS) to CIS-5
from CIS-4 to reflect the change in the Governance Issuer Profile
Score (IPS), which was changed to G-5 from G-4 to indicate
heightened risks associated with the company's financial strategy
and risk management and management credibility and track record.
The subfactor score for financial strategy and risk management was
changed to 5 from 4 given the company's elevated financial leverage
and weak liquidity position. Moody's also changed the subfactor
score for management credibility and track record to 3 from 2 as SI
Group's performance over the last several quarters has considerably
deteriorated compared to expectations.
RATINGS RATIONALE
SI Group's Caa1 CFR reflects elevated leverage caused by financial
performance that is weaker than previously expected. Despite an
improvement in 1Q23, operating results have been pressured with
weakness in the Industrial Solutions segment accounting for a
significant portion of the sequential and year-over-year volume
decline in 2Q23. SI Group's sales, volumes and EBITDA have been
negatively impacted by customer destocking and an unfavorable
price/mix effect. As a result, the deterioration in credit metrics
does not support the prior B3 rating and will remain considerably
above the previous downgrade triggers.
Moody's expects sales and EBITDA to be pressured in 2023 as raw
material and energy pass-through costs now become a headwind, while
macroeconomic conditions will continue to be challenging,
especially in the company's key European market. Moody's now
forecasts adjusted Debt/ EBITDA of approximately 14.0x in FY 2023.
Management has taken several actions to improve the cost structure,
including reducing SG&A, distribution expenses and focusing on
procurement initiatives. Moody's anticipates a modest recovery in
SI Group's sales and EBITDA next year, but Debt/EBITDA will remain
elevated at 10.5x in FY 2024. Although free cash flow showed some
improvement in 1Q23, Moody's expects negative free cash flow over
the next several years, thereby limiting debt reduction. SI Group's
substantial increase in borrowing costs over the last several
years, combined with Moody's expectations for interest rates to
remain higher for a longer period, will place a further strain on
interest coverage and remain around 1.0x in FY 2023 and FY 2024.
Moody's notes that, with the exception of the unsecured notes, most
of the debt carries a floating rate and the company does not have
any interest rate hedges in place.
In addition, the company faces a significantly weaker liquidity
position as a result of higher leverage, which will constrain its
ability to utilize the revolving credit facility. The revolving
credit facility contains a springing first-lien net leverage ratio
of 7.1x that is triggered above 35% utilization or $95.375 million.
As of June 30, 2023, SI Group had about $68 million outstanding
leaving about $25 million of availability without triggering the
springing lien covenant. Furthermore, Moody's believes that if the
covenant were to be triggered, SI Group would not currently be in
compliance. In an effort to preserve liquidity, SI Group is scaling
back discretionary capex and focusing on working capital management
as well as examining other options to enhance liquidity.
The Caa1 rating reflects SI Group's broad product portfolio and its
business profile is characterized by good scale compared to many
similarly-rated issuers, well-balanced geographic diversity and
solid market positions serving a varied number of end markets. SI
Group has exposure to automotive, including rubber and tires,
chemical intermediates, pharmaceuticals, consumer goods, food
packaging, engine fuels and lubricants. A number of the company's
products, such as antiozonants, antioxidants, stabilizers and fuel
and lubricants additives, enhance the performance of customers'
products and make up a small portion of their raw material spend.
The customer base includes many well-known brands such as
ExxonMobil, Dow Chemical, 3M, Goodyear and Michelin. SI Group also
benefits from backward integration into phenols and propylene
derivatives.
The negative outlook reflects expectations that operating results
will continue to be challenged in a slower global growth
environment. Moody's also believes that liquidity will be strained
by weak free cash flow generation and the likelihood that there
will be increased pressure in meeting the springing lien covenant
net first lien leverage ratio, which restricts borrowing capacity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's would likely consider a downgrade if financial performance,
including sales and EBITDA, remains weak such that the leverage
stays elevated making the capital structure unsustainable, free
cash flow is negative for a sustained period, or if there is a
further deterioration in liquidity. Ratings could also come under
pressure if the revolving credit facility and term loan becomes
current with no progress towards refinancing. A downgrade would
also be triggered by debt repurchases at significant discounts to
par resulting in a distressed exchange.
Moody's would consider an upgrade if financial leverage, including
Moody's standard adjustments, is below 7.5x for an extended period,
revenue and free cash flow growth remain positive and liquidity
improves to an amount greater than $200 million.
STRUCTURAL CONSIDERATIONS
Debt capital is comprised of a rated $272.5 million first lien
senior secured revolving credit facility due August 2027, but has a
springing maturity 3 months before the $1.475 billion first lien
senior secured term loan due October 2025, of which approximately
$1.325 billion is outstanding as of June 30, 2023. The revolving
credit facility and first lien term loan are rated Caa1 and
commensurate with the CFR because of their priority status in the
capital structure. SI Group also has $300 million senior unsecured
notes due May 2026, rated Caa3. The two notch differential from the
CFR reflects limited recovery prospects given the preponderance of
secured debt in the capital structure. The first lien term loan
does not contain financial maintenance covenants while the
revolving credit facility is subject to a springing total net
leverage ratio test if usage exceeds 35% at the end of the
quarter.
Polar US Borrower, LLC is the pass-through entity of ultimate
parent, SK Mohawk Holdings, SARL, 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. The company serves a broad array of industries
including pharmaceuticals, plastics, automotive, and oil and gas.
SI Group generated revenue of approximately $1.5 billion for the
last twelve months ended June 30, 2023.
The principal methodology used in these ratings was Chemicals
published in June 2022.
POSEIDON INVESTMENT: S&P Upgrades ICR to 'CCC+', Outlook Stable
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S&P Global Ratings raised its issuer credit rating on Poseidon
Investment Intermediate L.P. to 'CCC+' from 'SD' (selective
default).
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '1' recovery rating to the SSFO term loan and our 'CCC+'
issue-level rating and '4' recovery rating to the SSSO term loan.
We also raised our issue-level rating on the outstanding $3 million
of the first-lien term loan to 'CCC-' from 'D' and lowered the
recovery rating to '6' from '3'. Our 'CCC-' issue-level rating and
'6' recovery rating on the second-lien debt are unchanged. All debt
is issued under subsidiary Pretium PKG Holdings Inc.
"The stable outlook reflects the additional liquidity Poseidon
received through the transaction, which will likely provide it with
a buffer to offset our expectation for negative free operating cash
flow (FOCF) generation over the next 12-18 months as the slower
recovery in its operating performance continues to be offset by its
high interest burden."
The debt restructuring has improved the company's liquidity
position. Under the terms of the transaction, Poseidon issued a new
money $325 million SSFO term loan to its existing first-lien term
loan lenders and exchanged the majority of its $1.297 billion
first-lien term loan for the $1.214 billion SSSO term loan, which
is second in fixed-asset priority only to the SSFO term loan. As
part of the agreement, the SSFO term loan will pay interest at SOFR
+ 5%, with the option to pay in-kind (PIK) interest of 50% and 25%
of the interest margin in the first and second years, respectively,
following the close of the transaction. The SSSO term loan will pay
interest at SOFR +4.6%, with the option for PIK interest of 30.5%
and 15.25% of the interest margin in the first and second years,
respectively, following the close of the transaction. In addition
to the PIK optionality, there is no loan amortization with the new
term loans. The PIK optionality and $325 of new capital from the
transaction have enhanced the company's liquidity position. S&P
expects Poseidon will have about $185 million of cash on hand after
paying down the outstanding $89 million draw on its asset-based
lending (ABL) facility.
S&P said, "Despite its improved liquidity position, we project the
company will continue to generate negative FOCF over the next 12
months. Poseidon has generated FOCF deficits for the previous five
fiscal quarters due to its weaker-than-expected EBITDA, elevated
cash interest costs, and ongoing growth capital expenditure
(capex), which have significantly pressured its ability to generate
cash. Although we believe the company will expand its top-line
revenue and EBITDA and reduce its growth capex in 2024, the recent
debt exchange increased its debt balance and its interest costs
remain high. Therefore, we believe Poseidon will still depend on
favorable business and economic conditions to meet its financial
obligations over the longer term.
"We expect the company's operating performance will improve in
fiscal year 2024 due to the resolution of its de-stocking
challenges, the optimization of its operations, and an improvement
in its automation. For fiscal year 2023, we expect Poseidon's
revenue will decrease by over 15% year over year due to de-stocking
headwinds and reduced pricing from its lower pass-through costs.
For fiscal year 2024, we expect a recovery in the company's volumes
across both its Direct and Distribution channels will lead to an
expansion in its topline. While Poseidon's production levels were
depressed in 2023, it focused on plant consolidation and automation
initiatives. The realization of the benefits from these efforts
will likely provide some cost savings and improve its margins.
Additionally, we believe the company will secure new business wins
in 2024 including its release of new products in the European
market and the increase of its salesforce in Mexico.
"The stable outlook reflects the additional liquidity Poseidon
received through the transaction, which will provide it with an
additional cushion over the next 12-18 months as its slower growth
and cash generation continue to be offset by its high debt service
obligations.
"We could lower our rating if we believe Poseidon will face a
default scenario in the next 12 months. This could occur if its
operating performance worsens such that the company needs to rely
on its ABL facility to meet its debt obligations or we believe
another distressed exchange would be necessary to provide it with
additional liquidity relief.
"We could raise our rating if Poseidon generates positive FOCF and
leverage improves below 8.0x on a sustained basis such that it is
able to meet its ongoing financial obligations and fund its capital
spending and working capital needs."
PURPLE PEONY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Purple Peony, Inc.
d/b/a Jackie's Java
d/b/a Summit View Commercial, LLC
309 S. Summit View Drive, Unit 9
Fort Collins, CO 80524
Business Description: Purple Peony is the owner of real property
located at 309 S Summit View Dr Unit 9 &
14, Fort Collins, CO 80524, having an
appraised value of $490,000.
Chapter 11 Petition Date: October 24, 2023
Court: United States Bankruptcy Court
District of Colorado
Case No.: 23-14886
Debtor's Counsel: K. Jamie Buechler, Esq.
BUECHLER LAW OFFICE, L.L.C.
999 18th Street, Suite 1230 S
Denver, CO 80202
Tel: 720-381-0045
Email: Jamie@kjblawoffice.com
Total Assets: $877,127
Total Liabilities: $2,755,289
The petition was signed by Stefanie Mecklenburg 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/4J33YEY/Purple_Peony_Inc__cobke-23-14886__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/4CDYPCQ/Purple_Peony_Inc__cobke-23-14886__0001.0.pdf?mcid=tGE4TAMA
RED APPLE: Seeks to Hire Paul Reece Marr as Bankruptcy Counsel
--------------------------------------------------------------
Red Apple Investments LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Paul Reece Marr,
P.C. as its bankruptcy attorneys.
The firm's services include:
(a) providing the Debtor with legal advice regarding its
powers and duties as a debtor in possession in the continued
operation and management of its affairs;
(b) preparing on behalf of the Debtor the necessary
applications, statements, schedules, lists, answers, orders and
other legal papers pursuant to the Bankruptcy Code; and
(c) performing all other legal services in the Chapter 11
bankruptcy proceeding for the Debtor which may be reasonably
necessary.
The firm will charge hourly rates of $450 and $250 for Paul Reece
Marr, Esq., and paralegal, respectively.
The retainer fee is $15,000.
Paul Reece Marr, Esq., disclosed in a court filing that his firm is
a "disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Paul Reece Marr, Esq.
PAUL REECE MARR, PC
1640 Powers Ferry Road
6075 Barfield Road, Suite 213
Sandy Springs, GA 30328
Telephone: (770) 984-2255
Email: paul.marr@marrlegal.com
About Red Apple Investments LLC
Red Apple is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
Red Apple Investments LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
23-59726) on Oct. 3, 2023. The petition was signed by Jouval Zive
as manager. At the time of filing, the Debtor estimated $1 million
to $10 million in both assets and liabilities.
Paul Reece Marr, Esq. at Paul Reece Marr, PC represents the Debtor
as counsel.
RITE AID: Fitch Lowers LongTerm IDR to 'D' on Bankr. Filing
-----------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDR) of Rite Aid Corporation to 'D' from 'CCC' following the
company's Chapter 11 bankruptcy protection filing on Oct. 15, 2023.
There was $4 billion in total debt outstanding as of the petition
date, including $2.2 billion of borrowings on its $2.85 billion
ABL, a fully borrowed $400 million FILO term loan, $1.2 billion of
secured notes and $188 million of unsecured notes.
The company has indicated it has reached an agreement with certain
secured noteholders to equitize existing lender claims. The company
has also obtained DIP financing to support operations through its
bankruptcy process.
KEY RATING DRIVERS
Rite Aid's bankruptcy filing follows years of underperformance
compared with its drug retail peers, yielding a weakened
competitive position, elevated financial leverage and limited cash
flow generation. The company's secured notes and ABL mature in
2025/2026, bringing near-term focus to refinancing risk and
yielding several recent capital structure actions the company has
taken to address upcoming maturities. Ongoing litigation related to
the company's sales of prescription opioids have heightened Rite
Aid's challenges given potential financial liabilities and
operational distraction.
The company has announced an agreement with certain secured
noteholders to equitize existing lender claims and reduce its debt
burden through the bankruptcy process. Rite Aid plans to obtain
$3.45 billion in DIP financing, which would include a $2.85 billion
ABL revolving credit facility and a $400 million FILO facility;
these amounts match the company's pre-petition ABL credit facility.
The proposed DIP facility also includes a new $200 million term
loan.
Rite Aid has announced it will reduce its footprint from its
current base of approximately 2,100 retail locations through store
closures as part of the bankruptcy process. Rite Aid believes that
through closure of unprofitable stores and other operational
initiatives, EBITDA could grow 25% by 2025 from current levels of
around $400 million.
Rite Aid has also proposed the sale of its Elixir pharmacy benefits
management (PBM) business to MedImpact Healthcare Systems, Inc, but
plans to accept additional offers for the business until Nov. 20,
2023, as permissible under bankruptcy law. MedImpact has offered to
pay $575 million, or approximately 4x TTM June 3, 2023 EBITDA of
around $135 million. Rite Aid paid $2 billion for the business in
2015.
Separately, Rite Aid has filed suit against its pharmaceutical
inventory supplier McKesson Corp. (A-/Stable) which, according to
Rite Aid, has indicated it is terminating its supply agreement with
Rite Aid.
Should Rite Aid emerge from bankruptcy as contemplated, the company
could benefit from a lower debt burden, yielding reduced interest
expense and greater operating cash flow with which to invest in its
business. Conversely, significant store closures could weaken Rite
Aid's competitive position, particularly around inclusion in
pharmacy benefit plans and negotiating position vis a vis inventory
vendors and other partners.
DERIVATION SUMMARY
Rite Aid's downgrade to 'D' follows its Oct. 15, 2023 Chapter 11
bankruptcy filing. The bankruptcy filing follows years of weak
operating performance, which led to elevated financial leverage and
limited cash flow. Rite Aid's limited cash flow has challenged the
company's ability to invest in strategies to stabilize market share
and EBITDA, particularly against significantly larger players in
the pharmaceutical retail and general merchandise space such as
Walgreens Boots Alliance, Inc. and CVS Health Corp.
RECOVERY ANALYSIS
Rite Aid's business profile could yield a distressed enterprise
value of approximately $4.0 billion on its estimated $3.4 billion
liquidation value on inventory, receivables, prescription files and
owned real estate and a $575 million enterprise value for Elixir.
Fitch notes that its approximately $7.25 value ascribed per
prescription file could prove conservative, given recent
transaction multiples in the low- to mid-teens.
Fitch assumes Elixir could generate $575 million in proceeds based
on MedImpact's proposed offer. This would represent an
approximately 4.2x multiple on TTM June 3, 2023 EBITDA of around
$136 million and well below the $2 billion, or 13.0x EBITDA, Rite
Aid paid for the business in 2015. The valuation is also below the
$900 million Fitch used in its prior recovery analysis for Rite
Aid.
The $4.0 billion in resulting liquidation value exceeds Fitch's
assessment of Rite Aid's $3.0 billion valuation as a going concern.
The going concern valuation is based on $500 million in distressed
EBITDA, around 25% above 2022 results of close to $400 million and
in line with management's expectation of a 25% EBITDA expansion
post-bankruptcy. Fitch assumes Rite Aid could generate a 6.0x
EBITDA multiple in a going-concern sale, meaningfully lower than
the approximately 16x Walgreens paid for 1,932 stores in 2017/2018
due to ongoing declines in the company's operations.
Given a $4.0 billion liquidation value and a 10% reduction for
administrative claims, the pre-petition ABL, which had $2.2 billion
of outstanding borrowings as of petition date, fully drawn $400
million pre-petition FILO term loan and new $200 million DIP term
loan, which Fitch assumes to be fully drawn, would be expected to
have outstanding recovery prospects. The pre-petition ABL and
pre-petition FILO term loan are thus rated 'CCC'/'RR1'. The $1.2
billion in secured notes would have good recovery prospects and are
thus rated 'CC'/'RR3' while the $188 million unsecured notes would
be expected to have poor recovery prospects and are therefore rated
'C'/'RR6'.
RATING SENSITIVITIES
Rating sensitivities are not applicable given the company's Chapter
11 bankruptcy filing.
LIQUIDITY AND DEBT STRUCTURE
As of the petition date, the company had $4 billion of outstanding
debt. This includes $2.2 billion of ABL borrowings, $400 million of
borrowings on the company's FILO facility, $1.2 billion of senior
secured notes and $188 million in unsecured notes.
ISSUER PROFILE
Rite Aid is the third-largest drugstore chain in the U.S. based on
revenues and number of stores (approximately 2,100 as of bankruptcy
petition date) and filled approximately 250 million prescriptions
in 2022. The company serviced 1.0 million customers daily in 2022.
SUMMARY OF FINANCIAL ADJUSTMENTS
Historical and projected EBITDA is adjusted to add back non-cash
stock-based compensation and exclude charges related to LIFO
adjustments, M&A, restructuring, and legal settlements. Fitch has
adjusted historical and projected debt by adding 8x yearly
operating lease expense.
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
----------- ------ -------- -----
Rite Aid Corporation LT IDR D Downgrade CCC
senior
unsecured LT C Downgrade RR6 CC
senior secured LT CCC Downgrade RR1 B
senior secured LT CC Downgrade RR3 B
S VALLEY VIEW: Case Summary & Nine Unsecured Creditors
------------------------------------------------------
Debtor: S Valley View Twain, LLC
3672 S. Highland Drive
Las Vegas, NV 89103
Business Description: The Debtor owns an investment property
located at 3610-3686 Highland Drive and 3675
Procyon Street, Las Vegas, NV 89103 valued
at $21.7 million.
Chapter 11 Petition Date: October 23, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-14672
Judge: Natalie M. Cox
Debtor's Counsel: Zachariah Larson, Esq.
LARSON & ZIRZOW, LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Tel: 702-382-1170
Fax: 702-382-1169
Email: zlarson@lzlawnv.com
Total Assets: $21,716,815
Total Liabilities: $11,388,733
The petition was signed by Jason Choo as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/WAGB6IQ/S_VALLEY_VIEW_TWAIN_LLC__nvbke-23-14672__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. The Greenspan Insurance Claim $35,642
Company/Adjuster Internat.
Attn: Bankruptcy
Dept/Managing Agent
5940 S. Rainbow Blvd.
Las Vegas, NV 89118
2. Farmer's Insurance Insurance $27,064
Group of Companies
Attn: Bankruptcy
Dept/Managing Agent
P.O. Box 2847
Grand Rapids, MI
49501-2847
3. Kraft Lake Insurance $12,446
Insurance Agency Policy
Attn: Bankruptcy Renewal
Dept/Managing Agent
PO Box 1426 LOC 3115
Grand Rapids, MI 49501
4. HPA Consulting Warehouse Shell $6,300
Engineers Re-Build
Attn: Bankruptcy
Dept/Managing Agent
6280 S. Valley View
Blvd., Suite 416
Las Vegas, NV 89118
5. SSA Architecture Architecture $4,651
Small Studio
Associates, LLC
Attn: Bankruptcy
Dept/Managing Agent
7040 Laredo Street,
Suite C
Las Vegas, NV
89117-3044
6. Design House Architectural $2,000
Attn: Bankruptcy Remodification
Dept/Managing Agent Services
2700 S. Las Vegas
Blvd., Ste. 2807
Las Vegas, NV
89109
7. Kaempfer Crowell Attorney Fees $663
Attn: Bankruptcy
Dept/Managing Agent
1980 Festival Plaza,
Drive, Suite 650
Las Vegas, NV
89135
8. Clark County Water Utility Bill $249
Reclamation
Attn: Bankruptcy
Dept/ Managing Agent
5857 East Flamingo Rd.
9. Iglody Law Office Attorney Fees $0
c/o Lee I. Iglody, Esq.
2580 St. Rose Pkwy. #330
Henderson, NV 89074
SOFT SURROUNDINGS: Comm. Taps Province LLC as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Soft Surroundings
Holdings, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
Province, LLC as its financial advisor.
The firm's services include:
(a) becoming familiar with and analyzing the Debtors' budget,
assets and liabilities, and overall financial condition;
(b) reviewing financial and operational information furnished
by the Debtors;
(c) monitoring the restructuring process, reviewing the
procedures, related agreements, interfacing with the Debtors'
professionals, and advising the Committee regarding the process;
(d) scrutinizing the economic terms of various agreements,
including, but not limited to, the Debtors' receipts and
disbursements, and various professional retentions;
(e) analyzing the Debtors' proposed business plans and
developing alternative scenarios, if necessary;
(f) assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
(g) preparing, or reviewing as applicable, avoidance action
and claim analyses;
(h) assisting the Committee in reviewing the Debtors'
financial reports, including, but not limited to, statements of
financial affairs, schedules of assets and liabilities, and monthly
operating reports;
(i) advising the Committee on the current state of these
chapter 11 cases;
(j) advising the Committee in negotiations with the Debtors
and third parties as necessary;
(k) if necessary, participating as a witness in hearings
before the Court with respect to matters upon which Province has
provided advice;
(l) other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province; and
(m) perform such other services as may be required.
The firm will be paid at these rates:
Managing Directors and Principals $860 to $1,350 per hour
Vice Presidents, Directors,
and Senior Directors $580 to $950 per hour
Analysts, Associates, and
Senior Associates $300 to $650 per hour
Other/Para-Professional $220 to $300 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Sanjuro Kietlinski, a principal at Province, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sanjuro Kietlinski
Province, LLC
2360 Corporate Circle, Suite 340
Henderson, NV 89074
Telephone: (702) 685-5555
Email: skietlinski@provincefirm.com
About Soft Surroundings
Operating under the Soft Surroundings brand, Soft Surroundings
Holdings, LLC and its affiliates are a nationwide
direct-to-consumer company, selling women's apparel, accessories,
beauty products, and home goods. The brand is centered around a
direct to consumer business, which includes a robust e-commerce
marketplace.
Soft Surroundings Holdings and its three affiliates sought Chapter
11 protection (Bankr. S.D. Texas Lead Case No. 23-90769) on Sept.
10, 2023. Soft Surroundings Holdings listed as much as $50,000 in
assets and $50 million to $100 million in liabilities.
Debtor-affiliate, Triad Catalog Co., L.L.C., listed $100 million to
$500 million in both assets and liabilities.
Curt Kroll, chief restructuring officer, signed the petitions.
Judge Christopher Lopez oversees the case.
The Debtors tapped Katten Muchin Rosenman, LLP as general
bankruptcy counsel; the Law Office of Liz Freeman as local
bankruptcy counsel; and SSG Capital Partners, LLC as investment
banker. Stretto, Inc. is the claims agent.
SOFT SURROUNDINGS: Committee Taps Cole Schotz P.C. as Co-Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Soft Surroundings
Holdings, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Cole
Schotz P.C. as its co-counsel.
The firm's services include:
a. serving as co-counsel to the Committee;
b. providing legal advice with respect to the Committee's
powers, rights, duties and obligations in the Chapter 11 Cases;
c. assisting and advising the Committee in its consultations
with the Debtors regarding the administration of the Chapter 11
Cases;
d. assisting the Committee in reviewing and negotiating terms
for unsecured creditors with respect to (i) the proposed
debtor-in-possession financing, (ii) the proposed sale of certain
of the Debtors' assets, (iii) the confirmation of a chapter 11 plan
and (iv) other requests for relief which would impact unsecured
creditors;
e. investigating the liens asserted by the Debtors' lenders
and any potential causes of action against the Debtors' lenders;
f. advising the Committee on the corporate aspects of the
Debtors' Chapter 11 Cases and any plan(s) or other means to effect
the Debtors' restructuring that may be proposed in connection
therewith and participation in the formulation of any such plan(s)
or means of implementing the restructuring, as necessary;
g. taking all necessary actions to protect and preserve the
estates of the Debtors for the benefit of unsecured creditors,
including the investigation of the acts, conduct, assets,
liabilities and financial condition of the Debtors, the
investigation of the prior operation of the Debtors' businesses and
the investigation and prosecution of estate claims, causes of
action and any other matters relevant to the Chapter 11 Cases;
h. preparing on behalf of the Committee all necessary motions,
applications, complaints, answers, orders, reports, papers and
other pleadings and filings in connection with the Committee's
duties in the Chapter 11 Cases;
i. advising and representing the Committee in hearings and
other judicial proceedings in connection with all necessary
motions, applications, objections and other pleadings and otherwise
protecting the interests of those represented by the Committee;
and
j. performing all other necessary legal services as may be
required and authorized by the Committee that are in the best
interests of unsecured creditors.
The firm will be paid at these rates:
Members $575 to $1475 per hour
Special Counsel $620 to $750 per hour
Associates $375 to $645 per hour
Paralegals $260 to $440 per hour
Litigation Support Specialists $405 to $510 per hour
The following is provided in response Paragraph D.1. of the Revised
UST Guidelines:
Question Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response No. Cole Schotz professionals working on this matter
will bill at their standard hourly rates.
Question Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response No.
Question If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response Cole Schotz did not represent the Committee during the
12 months preceding the filing of the Chapter 11 Cases.
Question Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response Cole Schotz expects to develop a prospective budget and
staffing plan to reasonably comply with the U.S. Trustee's request
for information and additional disclosures, as to which Cole Schotz
reserves all rights.
Justin Alberto, Esq., a partner at Cole Schotz, 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:
Justin R. Alberto, Esq.
Patrick J. Reilley, Esq.
Stacy L. Newman, Esq.
Jack M. Dougherty, Esq.
Michael E. Fitzpatrick, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
Email: jalberto@coleschotz.com
preilley@coleschotz.com
snewman@coleschotz.com
jdougherty@coleschotz.com
mfitzpatrick@coleschotz.com
About Soft Surroundings
Operating under the Soft Surroundings brand, Soft Surroundings
Holdings, LLC and its affiliates are a nationwide
direct-to-consumer company, selling women's apparel, accessories,
beauty products, and home goods. The brand is centered around a
direct to consumer business, which includes a robust e-commerce
marketplace.
Soft Surroundings Holdings and its three affiliates sought Chapter
11 protection (Bankr. S.D. Texas Lead Case No. 23-90769) on Sept.
10, 2023. Soft Surroundings Holdings listed as much as $50,000 in
assets and $50 million to $100 million in liabilities.
Debtor-affiliate, Triad Catalog Co., L.L.C., listed $100 million to
$500 million in both assets and liabilities.
Curt Kroll, chief restructuring officer, signed the petitions.
Judge Christopher Lopez oversees the case.
The Debtors tapped Katten Muchin Rosenman, LLP as general
bankruptcy counsel; the Law Office of Liz Freeman as local
bankruptcy counsel; and SSG Capital Partners, LLC as investment
banker. Stretto, Inc. is the claims agent.
SOFT SURROUNDINGS: Committee Taps Kelley Drye as Lead Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Soft Surroundings
Holdings, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Kelley
Drye & Warren LLP as its lead counsel.
The firm will render these services:
(a) advise the Committee with respect to its rights, duties
and powers in these Cases;
(b) assist and advise the Committee in its consultations with
the Debtors and in connection with the administration of these
Cases and the investigation into historic conduct and transactions
that may provide value for creditors;
(c) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors;
(d) advise the Committee in connection with the Debtors'
disclosure statement and plan process;
(e) advise and represent the Committee in connection with
matters generally arising in these Cases, including the Debtors'
motions to obtain post-petition financing and obtain approval of
the adequacy of the disclosure statement;
(f) appear before this Court and, as applicable, any other
federal, state or appellate court on behalf of the Committee;
(g) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda, complaints,
objections, and responses to any of the foregoing; and
(h) perform such other legal services as may be required.
The firm will be paid at these rates:
Partners $800 to $1,445 per hour
Special Counsel $480 to $935 per hour
Associates $500 to $865 per hour
Paraprofessionals $270 to $440 per hour
In addition, the firm will receive reimbursement for out-of-pocket
expenses incurred.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the Appendix B
Guidelines.
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Answer: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments the
12 months prepetition. If your billing rates and material financial
terms have changed post-petition, explain the difference and the
reasons for the difference.
Answer: Kelley Drye did not represent the Committee in the 12
months prepetition. Kelley Drye has represented other committees in
the 12 months prepetition in other bankruptcy cases.
Question: Has your client approved your prospective budget and
staffing plan and, if so, for what budget period.
Answer: Yes, for the first interim period of Sept. 24, 2023
through Nov. 30, 2023.
Eric Wilson, Esq., a partner at Kelley Drye & Warren, disclosed in
a court filing that his firm is a "disinterested person" pursuant
to Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric R. Wilson, Esq.
Jason R. Adams, Esq.
Philip A. Weintraub, Esq.
KELLEY DRYE & WARREN LLP
Telephone: (212) 808-7800
Facsimile: (212) 808-7897
Email: EWilson@KelleyDrye.com
JAdams@KelleyDrye.com
PWeintraub@KelleyDrye.com
About Soft Surroundings
Operating under the Soft Surroundings brand, Soft Surroundings
Holdings, LLC and its affiliates are a nationwide
direct-to-consumer company, selling women's apparel, accessories,
beauty products, and home goods. The brand is centered around a
direct to consumer business, which includes a robust e-commerce
marketplace.
Soft Surroundings Holdings and its three affiliates sought Chapter
11 protection (Bankr. S.D. Texas Lead Case No. 23-90769) on Sept.
10, 2023. Soft Surroundings Holdings listed as much as $50,000 in
assets and $50 million to $100 million in liabilities.
Debtor-affiliate, Triad Catalog Co., L.L.C., listed $100 million to
$500 million in both assets and liabilities.
Curt Kroll, chief restructuring officer, signed the petitions.
Judge Christopher Lopez oversees the case.
The Debtors tapped Katten Muchin Rosenman, LLP as general
bankruptcy counsel; the Law Office of Liz Freeman as local
bankruptcy counsel; and SSG Capital Partners, LLC as investment
banker. Stretto, Inc. is the claims agent.
SORRENTO THERAPEUTICS: Hires Deloitte Tax as Tax Advisor
--------------------------------------------------------
Sorrento Therapeutics, Inc and its affiliates seeks approval from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Deloitte Tax LLP as tax advisor
The firm will provide these services:
a. advise the Debtors as they consult with their legal and
financial advisors on the cash tax effects of restructuring,
bankruptcy and the post-restructuring tax profile, including
transaction costs and/or plan of reorganization tax costs, and the
cash tax effects of the chapter 11 filing and potential emergence
transaction, including obtaining an understanding of the Debtors'
financial advisors' valuation model and disclosures to consider the
tax assumptions contained therein;
b. advise the Debtors regarding the chapter 11 filing and
bankruptcy emergence process from a tax perspective, including
analyzing various structuring alternatives, the tax work plan,
modification of debt, and intercompany debt;
c. advise the Debtors on the cancellation of debt income for
tax purposes under Internal Revenue Code ("IRC") section 108,
including cancellation of debt income generated from a bankruptcy
emergence transaction, and/or modification of the Debtors' debt;
d. advise the Debtors on post-restructuring tax attributes and
post-bankruptcy tax attributes (tax basis in assets, tax basis in
subsidiary stock and net operating loss carryovers) available under
the applicable tax regulations and the reduction of such attributes
based on the Debtors' operating projections; including a technical
analysis of the effects of Treasury Regulation Section 1.1502-28
and the interplay with IRC sections 108 and 1017;
e. assist the Debtors with any needed determinations
pertaining to historic or prospective IRC Section 382 ownership
changes, ownership shifts, or potential limitation for
pre-Restructuring or post-Restructuring Event in connection with
the Debtors' evaluation of their NOLs, their recovery, and any
related protective orders or plans;
f. advise the Debtors on net built-in gain or net built-in
loss position at the time of any "ownership change" (as defined
under IRC section 382), including limitations on use of tax losses
generated from post-restructuring or post-bankruptcy asset or stock
sales;
g. advise the Debtors on the effects of tax rules under IRC
sections 382(l)(5) and (l)(6) pertaining to the post-bankruptcy net
operating loss carryovers and limitations on their utilization, and
the Debtors' ability to qualify for IRC section 382(l)(5);
h. assist the Debtors with U.S. federal income tax
observations in connection with any NOL protective orders or plans
(i.e., orders designed to help mitigate the risk of any further
ownership changes) recommended or drafted by legal counsel or the
Debtors' financial advisors;
i. assist the Debtors on the anticipated tax work plan for the
implementation of any desired or recommended legal entity
realignment or restructuring (mergers, liquidations, etc.)
resulting from the chapter 11 filing, including domestic
affiliates;
j. advise the Debtors with their efforts to calculate tax
basis in the stock in each of the Debtors' subsidiaries or other
entity interests and tax basis in assets by legal entity;
k. advise the Debtors as to the treatment of post-petition
interest for federal and state income tax purposes, including the
applicability of the interest limitations under IRC section
163(j);
l. advise the Debtors as to the deductibility of interest for
any financing anticipated in connection with the chapter 11 filing
including application of temporary or permanent disallowance under
e.g., IRC sections 163(j) and 163(l), applicable high-yield
discount obligation ("AHYDO") rules, or other provisions of federal
income tax law;
m. advise the Debtors as to the state and federal income tax
treatment of pre-petition and postpetition reorganization costs
including restructuring-related professional fees and other costs,
the categorization and analysis of such costs, and the technical
positions related
thereto;
n. advise the Debtors with their evaluation and modeling of
the tax effects of liquidating, disposing of assets, merging or
converting entities as part of the restructuring, including the
effects on federal and state tax attributes, state incentives,
apportionment and other tax planning;
o. advise the Debtors on state income tax treatment and
planning for restructuring or bankruptcy provisions in various
jurisdictions including cancellation of indebtedness calculations,
adjustments to tax attributes and limitations on tax attribute
utilization;
p. advise the Debtors regarding potential intercompany claims
between the Debtors' affiliates, as well as relevant cross-border
tax considerations related to the intercompany claims to the extent
applicable;
q. advise the Debtors on responding to tax notices and audits
from various taxing authorities;
r. assist the Debtors with identifying potential tax refunds
and advise the Debtors on procedures for tax refunds from tax
authorities;
s. advise the Debtors on income tax return calculations and/or
reporting of restructuring and/or bankruptcy issues and related
matters;
t. as requested by the Debtors and as may be agreed to by
Deloitte Tax, advise the Debtors regarding other state, federal, or
international tax questions that may arise in the course of the
engagement;
u. perform analysis to assess whether any Debtor is considered
a US Real Property Holding Corporation under the Foreign Investment
in Real Property Tax Act and assist with compliance requirements,
if requested;
v. assess the Debtors in their determination of potential
withholding tax obligations of the Debtors with respect to
settlements in the bankruptcy to nonresidents;
w. as requested by the Debtors, prepare tax technical
memorandums describing tax technical issues and resulting
conclusions with respect to tax analyses performed by Deloitte Tax
regarding the contemplated transaction(s); and
x. assist the Debtors with documenting as appropriate, the tax
analysis, development of the Debtors' opinions, recommendation,
observations, and correspondence for any proposed restructuring
alternative tax issue or other tax matter described above,
including preparation of tax technical memorandums describing tax
technical issues and resulting conclusions with respect to tax
analyses performed by Deloitte Tax regarding the contemplated
transaction.
The firm will be paid at these rates:
Partner/Principal/Managing Director $990 to $1,090 per hour
Senior Manager $880 per hour
Manager $740 per hour
Senior $620 per hour
Staff $490 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Corey Litteken, a partner at Deloitte Tax 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:
Corey Litteken
Deloitte Tax LLP
12830 El Camino Real, Suite 600,
San Diego, CA 92130
Tel: (619) 232-6500
About Sorrento Therapeutics
Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/
-- is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento's
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors ("TKIs"),
fully human antibodies ("G-MAB(TM) library"), immuno-cellular
therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and
oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM;
and diagnostic test solutions, including COVIMARK(TM).
Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc.,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of
$1 billion and liabilities of about $235 million as of Feb. 10,
2023.
Judge David R. Jones oversees the cases.
The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel;
Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts
counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin
Y. Meghji, managing partner at M3, serves as the Debtors' chief
restructuring officer. Stretto Inc. is the claims, noticing and
solicitation agent.
Norton Rose Fulbright US, LLP and Milbank, LLP represent the
official committee of unsecured creditors appointed in the Debtors'
Chapter 11 cases.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders.
On April 10, 2023, the U.S. Trustee for Region 7 appointed an
official committee to represent the Debtors' equity security
holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig,
LLP serve as the equity committee's bankruptcy counsel.
SOUND INPATIENT: $200MM Bank Debt Trades at 68% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Sound Inpatient
Physicians Holdings LLC is a borrower were trading in the secondary
market around 32.0 cents-on-the-dollar during the week ended
Friday, October 20, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $200 million facility is a Term loan that is scheduled to
mature on June 28, 2025. About $182 million of the loan is
withdrawn and outstanding.
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly owned subsidiaries and affiliated
companies. Sound Inpatient Physicians' principal business is to
provide hospitalist services to hospitals and health plans designed
to improve the well-being of patients while reducing their
associated costs through the management of medical care. The
company is primarily owned by private equity sponsor Summit
Partners and Optum Health.
SOUND INPATIENT: $215MM Bank Debt Trades at 93% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Sound Inpatient
Physicians Holdings LLC is a borrower were trading in the secondary
market around 7.3 cents-on-the-dollar during the week ended Friday,
October 20, 2023, according to Bloomberg's Evaluated Pricing
service data.
The $215 million facility is a Term loan that is scheduled to
mature on June 28, 2026. The amount is fully drawn and
outstanding.
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly owned subsidiaries and affiliated
companies. Sound Inpatient Physicians’ principal business is to
provide hospitalist services to hospitals and health plans designed
to improve the well-being of patients while reducing their
associated costs through the management of medical care. The
company is primarily owned by private equity sponsor Summit
Partners and Optum Health.
SOUND INPATIENT: $610MM Bank Debt Trades at 66% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Sound Inpatient
Physicians Holdings LLC is a borrower were trading in the secondary
market around 33.6 cents-on-the-dollar during the week ended
Friday, October 20, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $610 million facility is a Term loan that is scheduled to
mature on June 28, 2025. About $589.8 million of the loan is
withdrawn and outstanding.
Sound Inpatient Physicians, Inc. is a provider of physician
services in acute, post-acute, emergency medicine, and intensivist
facilities through its wholly owned subsidiaries and affiliated
companies. Sound Inpatient Physicians’ principal business is to
provide hospitalist services to hospitals and health plans designed
to improve the well-being of patients while reducing their
associated costs through the management of medical care. The
company is primarily owned by private equity sponsor Summit
Partners and Optum Health.
SPI ENERGY: Falls Short of Nasdaq Bid Price Requirement
-------------------------------------------------------
SPI Energy Co., Ltd. disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that on October 19, 2023, the
Company received a notice letter from the Nasdaq Listing
Qualifications Department of The Nasdaq Stock Market LLC stating
that the Company was not in compliance with Nasdaq Listing Rule
5450(a)(1). The letter specified that the bid price for the
Company's ordinary shares had closed below $1 per share for the
previous 30 consecutive business days.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has been given 180 calendar days, or until April 16, 2024, to
regain compliance with the Minimum Bid Price Requirement. If at any
time before April 16, the bid price of the Company's ordinary
shares closes at $1 per share or more for a minimum of 10
consecutive business days, the Staff will provide written
confirmation that the Company has achieved compliance.
In the event the Company does not regain compliance, the Company
may be eligible for additional time. To qualify for the additional
compliance period, the Company will be required to (i) submit, no
later than the expiration date, an on-line Transfer Application,
(ii) submit a non-refundable $5,000 application fee, (iii) meet the
continued listing requirement for the market value of its publicly
held shares and all other continued listing standards for The
Nasdaq Stock Market, with the exception of the bid price
requirement, and (iv) will need to provide written notice of its
intention to cure the deficiency during the second compliance
period, by effecting a reverse stock split if necessary.
As part of its review process, the Staff will make a determination
of whether they believe the Company will be able to cure this
deficiency. Should the Staff conclude that the Company will not be
able to cure the deficiency, or should the Company determine not to
submit a transfer application or make the required representation,
the Staff will provide notice that the Company's securities will be
subject to delisting.
The Nasdaq Deficiency Letter has no immediate impact on the listing
of the Company's ordinary shares. The ordinary shares will continue
to be listed and traded on The Nasdaq Global Select Market, subject
to the Company's compliance with the other continued listing
requirements of The Nasdaq Stock Market.
The Company intends to actively monitor the closing bid price for
the Company's ordinary shares and may, if appropriate, evaluate
available options to resolve the deficiency and regain compliance
with the Minimum Bid Price Requirement. While the Company is
exercising diligent efforts to maintain the listing of its ordinary
shares on Nasdaq, there can be no assurance that the Company will
be able to regain or maintain compliance with Nasdaq listing
standards.
About SPI Energy Co.
SPI Energy Co., Ltd. is a global renewable energy company and
provider of solar storage and EV solutions that was founded in 2006
in Roseville, California, and is now headquartered in McClellan
Park, California.
SPI Energy reported a net loss of $33.72 million for the year ended
Dec. 31, 2022, compared to a net loss of $44.83 million for the
year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had
$231.09 million in total assets, $213.22 million in total
liabilities, and $17.87 million in total equity.
New York, New York-based Marcum Asia CPAs LLP, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 14, 2023, citing that the Company has a
significant working capital deficit, has incurred significant
losses and needs to raise additional funds to sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
STAT EMERGENCY: Seeks to Hire Orbitbid.com as Auctioneer
--------------------------------------------------------
Stat Emergency Medical Services, Inc seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to employ
Orbitbid.com as auctioneer.
The firm will market and auction the Debtor's various titled
vehicles which it no longer uses in its operations, and vehicles
and other assets on which Huntington National Bank has a first
lien.
The firm will be paid a commission of 8 percent of the total gross
sale proceeds, buyer's premium of 15 percent of the total gross
sale proceeds, and 3 percent credit card fee.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jared Hekstra, a partner at Orbitbid.com, 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:
Jared Hekstra
Orbitbid.com
9384 Ashcroft Lane
Twinsburg, OH 44087
Tel: (216) 732-9952
About STAT Emergency
STAT Emergency Medical Services, Inc. was a full service medical
and non-medical specialty transportation logistic business with its
headquarters is located at 520 W. Third St. in Flint, Michigan.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31085) on July 5,
2023, with as much as $50,000 in assets and $1 million to $10
million in liabilities. Charles Mouranie of CMM & Associates has
been appointed as Subchapter V trustee.
Judge Joel D. Applebaum oversees the case.
The Debtor tapped Kim K. Hillary, Esq., at Schafer and Weiner, PLLC
as legal counsel and Wesler & Associates, CPA, PC as accountant.
STEELCASE INC: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed Steelcase Inc.'s ratings
including the Corporate Family Rating at Ba2, Probability of
Default Rating at Ba2-PD, and the Ba3 rating on the company's
senior unsecured notes due 2029. The company's Speculative Grade
Liquidity Rating changed to SGL-1 from SGL-2 and the outlook
changed to stable from negative.
The ratings affirmation reflects Steelcase's improved credit
metrics and liquidity following better profitability and good cash
flow generation through the first half of fiscal 2024. Steelcase's
revenue was flat year-over-year at around $1.6 billion through the
first half of fiscal year 2024 (ending February 2024), however, its
profitability significantly improved with a company-adjusted EBITDA
growth of 46% over the same period. Company-adjusted EBITDA margin
expanded by 250 percentage basis points driven by better
profitability in the Americas segment benefitting from price
increases to offset inflation over the past 12 months, improved
supply chain, and from operational improvements. As a result,
Steelcase's debt/EBITDA (all ratios are Moody's adjusted unless
otherwise stated) leverage improved to around 2.5x as of the last
twelve months (LTM) period ending August 25, 2023. The strong
earnings growth and the company's inventory reduction contributed
to good cash flow generation. Steelcase's cash balance increased to
$154 million as of August 25, 2023 and Moody's anticipates the
company's cash balance will increase to over $250 million by the
end of fiscal 2024.
Still, risks to Steelcase's business remain elevated due to its
exposure to cyclical macro-economic conditions and the secular
shift towards remote work. Recession risk in the US has receded,
and Moody's raised its 2023 growth forecast for the US economy to
1.9% in 2023, up from 1.1% growth forecasted in May. However,
Moody's anticipates deceleration through the rest of this year and
next, and US economic growth of 1.0% in 2024. Moody's believes that
tight financial conditions will continue to dampen global economic
growth through 2023 and keep growth below trend in 2024. There is
uncertainty around the level of business spending including
corporate investments on return-to-office projects amid a low
economic growth environment. Steelcase's revenue and
company-adjusted operating income remain below pre-pandemic levels,
and organic orders have declined over the past several quarters.
The company reported its orders increased by 18% for the first
three weeks of 3Q-FY2024 versus a decline of 20% during the same
period last year. However, there is uncertainty around the
company's ability to consistently sustain positive organic volume
growth over the next 12-18 months amid weak macro-economic
conditions. In addition, the shift to hybrid working arrangements
will likely continue to negatively affect office space demand,
particularly as leases expire over the next few years and
businesses reduce office space to adapt to more remote work.
The stable outlook reflects Steelcase's very good liquidity
supported by Moody's expectations of healthy cash balance of over
$250 million by the end of fiscal 2024 provides financial
flexibility to navigate a challenging operating environment and to
fund business investments over the next 12-18 months.
RATINGS RATIONALE
Steelcase's Ba2 CFR reflects its leading market share and strong
brands in office furniture, good end market diversification, and
good geographic reach in North America, Europe, and Asia. Offices
will remain an important contributor to workplace culture and
collaboration. However, secular shifts toward more remote work and
less office space demand create significant uncertainty regarding
the timing and level of recurring demand for office furniture. The
company's acquisition strategy amid a shifting demand landscape
adds event risk, while also increasing its revenue and earnings
base. Steelcase's susceptibility to revenue cyclicality in economic
downturns as well as its moderate size with a low EBITDA margin
also constrain the credit profile. Weakening economic conditions in
the US and Europe alongside rising interest rates is slowing
corporate spending on office renovations. The ratings reflect that
the company's operating strategies including continued cost
discipline alongside product price increases should support gradual
EBITDA margin expansion over the next 12-18 months. The company's
moderate financial leverage with debt/EBITDA at around 2.5x as of
the LTM August 25, 2023 somewhat mitigates the low EBITDA margin,
and the company's very good liquidity supported by its healthy cash
balance relative to debt and the absence of near-term maturities
also provides flexibility to execute its growth and margin
improvement strategies.
Steelcase Inc.'s ESG CIS-3 credit impact indicates that ESG risks
have a limited impact on the current rating with potential for
greater future negative impact over time. The score factors the
company's negative exposure to changing demographic and societal
trends, reflecting the structural shift in the office market
leading to permanent declines in office usage. Governance risks
mainly reflect significant voting concentration and influence with
over two thirds of the voting rights held by the founding families,
which is partially mitigated by the company's moderate governance
practices in the context of its business profile. Steelcase has
exposure to environmental risks but they are a lesser credit factor
than the social and governance risks.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if there is stability and sustained
growth visibility in the office market sector and Steelcase
continues to successfully navigate through the secular changes.
Steelcase would also need to significantly improve its operating
performance including generating a higher operating margin, strong
and consistent free cash flow and adhere to a conservative
financial policy, and debt/EBITDA is maintained below 3.25x.
The ratings could be downgraded if demand trends in the office
furniture market deteriorate, the company reports ongoing lower
organic revenue, the operating profit margin declines, or
debt/EBITDA is above 4.0x. Additionally, a downgrade could occur if
liquidity deteriorates with modest free cash flow or high reliance
on revolver borrowings, or if the company distributes meaningful
cash to shareholders or pursues large debt-financed acquisitions
that reduces its financial flexibility.
Headquartered in Grand Rapids, Michigan, Steelcase is a designer,
manufacturer, and marketer of office furniture systems, storage
products, desks, benches, tables and seating products, primarily in
North America and Europe. The company sells through various
channels including independent dealers, company-owned dealers and
directly to the corporate, government, healthcare, education, and
retail customer end markets. The company is publicly traded with
over two thirds of the voting rights held by members of the
founding families. Revenues are around $3.2 billion as of LTM
August 25, 2023.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
SYSTEM1 INC: Moody's Lowers CFR to 'B2', Placed On Further Review
-----------------------------------------------------------------
Moody's Investors Service downgraded System1, Inc.'s corporate
family rating to B2 from B1, probability of default rating to B2-PD
from B1-PD, and the ratings on the backed senior secured bank
credit facilities, consisting of a $50 million revolving credit
facility and a $400 million term loan B, to B2 from B1 issued by
Orchid Merger Sub II, LLC. Moody's also placed the ratings under
review for further downgrade. Previously, the outlook for both
issuers was stable.
The downgrade reflects System1's elevated leverage, limited
financial flexibility and continued operating challenges in one of
the company's owned and operated verticals. Sales at System1, after
reaching a peak in 2022, have been declining due to market changes.
This had led to weakening liquidity and profitability. Moody's
believes that the impact on System1's revenues and profitability
have largely been absorbed and Moody's expects revenues in the
Search Engine Marketing vertical to remain stable or grow modestly
over the coming quarters. The ratings were placed on review for
downgrade to reflect the potential for heightened liquidity
pressures absent a near term sale of the company's Total Security
division and uncertainty as to the business profile and financial
policies after a potential asset sale.
RATINGS RATIONALE
System1's ratings reflect the company's small revenue scale,
limited financial flexibility, elevated leverage, vulnerability to
economic cycles, and recent operating challenges. At the same time,
the ratings take into consideration the company's (i) proven value
proposition of providing an end-to-end-customer acquisition
marketing platform designed around a performance-based revenue
model and (ii) long term growth opportunities from the continued
secular shift away from traditional media towards digital
advertising.
Moody's expects System1 will have weak liquidity over the next 12
months, mostly driven by meaningful earnouts obligations associated
with previously acquired/assets and on-going debt service under the
company's senior secured credit facility. Currently, the company
has around $20 million in cash on the balance sheet (inclusive of
the latest refinancing) and $10 million in availability under the
company's $20 million unsecured revolving credit facility that
expires on July 10, 2024.
The company's current $50 million senior secured revolving credit
facility is fully drawn and expires on January 2027. This senior
secured revolving credit facility is subject to a springing maximum
first lien leverage covenant equal to 5.4x with no step-downs. As
of June 30, 2023, the company was in compliance with the maximum
leverage test. For the next twelve months, Moody's projects the
company will remain in compliance with limited headroom. The
company's term loan facility is covenant light.
System1's ESG Credit Impact Score is CIS-4. The score indicates the
rating is lower than it would have been if ESG risk exposures did
not exist. The score reflects the company's aggressive financial
policy, limited financial flexibility, exposures to potential
breaches of customers' personal data, and history of delayed
financial reporting, internal control weaknesses and a going
concern auditor opinion.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The review will focus on the company's ability to complete an asset
sale or otherwise bolster its liquidity position. In addition, the
review will focus on the business profile, debt levels and
financial policies of the company in the event an asset sale is
completed. On September 12, 2023, System1 received an unsolicited
offer to sell its Total Security division for at least $240 million
in cash. Should this sale take effect at the offered price, Moody's
believes Systems1 will be able to reinforce its liquidity profile
and reduce leverage. Absent a sale, Moody's believes, System1 could
face additional liquidity constraints as available sources of
funding may not be sufficient to meet all its obligations,
including earnouts.
System1, Inc. (publicly traded on the NYSE [SYBL: SST]), is an
omni-channel customer acquisition marketing platform that owns and
operates a portfolio of 40+ digital media properties, including
Startpage.com, Info.com, HowStuffWorks.com, ActiveBeat.com, and
MapQuest.com.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
TEXAS CORRAL: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel
-----------------------------------------------------------------
Texas Corral, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire Eric A. Liepins, P.C. as its
bankruptcy counsel.
The Debtor requires legal assistance to liquidate its assets,
reorganize the claims of the estate, and determine the validity of
claims asserted in the estate.
The firm will be paid at these rates:
Eric A. Liepins $275 per hour
Paralegals and Legal Assistants $30 to $50 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer of $5,000, plus filing fee.
Mr. Liepins, the sole shareholder of the firm, disclosed in a court
filing that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, PC
12770 Coit Road, Suite 850
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Texas Corral, LLC
Texas Corral, LLC sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-60534) on OCt.
13, 2023, listing up to $50,000 in assets and $100,001 to $500,000
in liabilities.
Judge Michael M Parker presides over the case.
Eric A Liepins, Esq. at Eric A. Liepins, P.C. represents the Debtor
as counsel.
TGC SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: TGC Systems, LLC
d/b/a Total Grow Control
774 Mays Blvd #10-414
Incline Village, NV 89451
Chapter 11 Petition Date: October 23, 2023
Court: United States Bankruptcy Court
District of Nevada
Case No.: 23-50783
Debtor's Counsel: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
499 W. Plumb Lane, Suite 202
Reno, NV 89509
Tel: 775-322-1237
Fax: 775-996-7290
Email: kevin@darbylawpractice.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Derek Oxford, manager of TCG
Investments, LLC.
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/ILLRPWI/TGC_SYSTEMS_LLC__nvbke-23-50783__0001.0.pdf?mcid=tGE4TAMA
THERATECHNOLOGIES INC: Finalizes Amendment to Marathon Credit Deal
------------------------------------------------------------------
Theratechnologies Inc. announced that it has finalized all
documentation giving effect to the amendments to certain of the
terms and conditions of its credit agreement dated July 20, 2022,
as amended from time to time, with certain funds and accounts for
which Marathon Asset Management, L.P. acts as investment manager.
The amendments to the Credit Agreement provide for, inter alia:
* revising the minimum liquidity requirements for all times
following Oct. 31, 2023 to be between US$15 million and US$20
million, based on thresholds for adjusted EBITDA over the most
recently ended four fiscal quarters;
* revising the minimum revenue requirements to be based on
adjusted EBITDA-based targets instead of quarterly revenue-based
targets, beginning with the quarter ending Nov. 30, 2023;
* deleting the prohibition against the Company having a going
concern explanatory paragraph in the opinion of the independent
registered public accounting firm of the Company that accompanies
the Company's annual report.
As disclosed in its Sept. 25, 2023, press release, in consideration
of the proposed amendments, the Company agreed to (i) pay an amount
equal to US$600,000, or 100 basis points calculated on the
outstanding principal amount of the funded debt as of Oct. 16, 2023
(US$60 million), which such amount was added to the outstanding
principal amount of the funded debt as payment in kind; and (ii)
reprice the exercise price of the common share purchase warrants
held by Marathon to US$0.575 per share from US$1.45 per share.
Following the share consolidation completed on July 31, 2023, the
exercise of four Warrants and the payment of US$2.30 are required
to subscribe to one common share of Theratechnologies, for up to a
maximum issuance of 1,250,000 common shares. The Warrants can be
exercised until Feb. 27, 2030.
About Theratechnologies
Theratechnologies (TSX: TH) (NASDAQ: THTX) -- www.theratech.com --
is a biopharmaceutical company focused on the development and
commercialization of innovative therapies addressing unmet medical
needs.
Montreal, Canada-based KPMG LLP, the Company's auditor since 1993,
issued a "going concern" qualification in its report dated Feb. 27,
2023, citing that the Company's convertible notes mature in June
2023 and its Loan Facility contains various covenants, including
minimum liquidity covenants. There is material uncertainty related
to events or conditions that cast substantial doubt about its
ability to continue as a going concern.
TITAN CONCRETE: Seeks to Hire HBM Management to Provide CROs
------------------------------------------------------------
Titan Concrete, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to employ HBM Management
Associates, LLC to provide a co-chief restructuring officers, and
designate of Marc Ross and Harry Malinowski as co-chief
restructuring officers.
HBM and the CRO will perform these services:
-- prepare required bankruptcy reporting including Monthly
Operating Reports, updated budgets as required, and other reporting
to stakeholders;
-- work with the Debtor, its Attorneys, and other professionals
to develop and implement the restructuring plans necessary to allow
the Debtor to successfully emerge from Chapter 11 Bankruptcy;
-- manage cash collateral and maintaining compliance with Cash
Collateral Budget requirements;
-- work with vendors and other stakeholders to ensure
administrative obligations are satisfied in the ordinary course of
business and services are provided to the Debtor in a timely
manner; and
-- other services as required and agreed upon with the Debtor's
Board of Directors.
The Debtor provided HBM a retainer of $75,000.
The Debtor shall retain Mr. Ross and Mr. Malinowski through HBM
each at an hourly rate of $495. HBM employs additional support
staff with hourly rates of between $200 and $430.
As disclosed in the court filings, HBM is a "disinterested person,"
as that term is defined in Bankruptcy Code section 101(14).
The firm can be reached through:
Marc Ross
Harry Malinowski
HBM Management Associates, LLC
6 Elmwood Lane
Syosset, NY 11791
Phone: (732) 921-0921
Phone: (516) 677-9740
Email: marc@hbmllc.net
Email: harry@hbmllc.net
About Titan Concrete
Titan Concrete, Inc., a company in Carmel, N.Y., provides concrete
and ready-mix services to commercial, industrial, residential and
homeowner customers.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-35835) on Oct. 4,
2023, with $1 million to $10 million in both assets and
liabilities. Harry Malinowski, chief restructuring officer, signed
the petition.
Judge Cecelia G. Morris oversees the case.
Jeremy R. Johnson, Esq., at Polsinelli, PC represents the Debtor as
legal counsel.
TPT GLOBAL: Loses 15c2-11 Status Due to Form 10-Q Late Filing
-------------------------------------------------------------
TPT Global Tech, Inc. announced the temporary loss of its 15c2-11
compliance status where it now is traded only in the "Expert
market" due to a delay in filing the June 30, 2023 quarter 10Q,
caused by a newly acquired subsidiary's late submission of
financial information for the second quarter. This delay caused
the rescission of the acquisition of that subsidiary and subsequent
filing of an 8K detailing the rescission.
TPT Global said the delay in filing occurred, as a result of the
TPT newly acquired subsidiary not providing their financial
information in a timely manner. Consequently, TPT Global Tech made
the decision to rescind the acquisition and return the subsidiary
back to its previous owner. The newly acquired subsidiary has now
provided the necessary financial information, and TPT Global Tech
is incorporating this information into its consolidated financial
statements, even though the acquisition has been rescinded.
TPT Global Tech is actively working to incorporate the required
financial information and plans to file its Form 10-Q shortly.
This filing will bring the company back into current reporting
status with the SEC, and the Over-the-Counter (OTC) markets. Upon
the approval of the 15c-2-11 and regaining current status, the
Company believes unsolicited trading of TPT Global Tech's stock
will resume on the OTCPink.
"We understand the importance of timely and accurate financial
reporting to our shareholders and the investment community," said
Stephen Thomas, CEO of TPT Global Tech. "The delay caused by the
subsidiary's late provision of records is unfortunate, but we have
taken immediate and comprehensive steps to rectify the situation.
We appreciate the cooperation of all parties involved, and we are
confident that we will soon be back in compliance with all
regulatory requirements."
TPT Global Tech said it remains committed to transparency and
compliance. The company intends to regain its 15c2-11 status and
resume normal trading activities as soon as possible.
About TPT Global Tech
TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is
a technology holding company based in San Diego, California. It
was formed as the successor of two U.S. corporations, Ally Pharma
US and TPT Global, Inc. The Company operates in various sectors
including media, telecommunications, Smart City Real Estate
Development, and the launch of the first super App, VuMe Live
technology platform.
TPT Global reported a net loss attributable to the Company's
shareholders of $61.50 million for the year ended Dec. 31, 2022,
compared to a net loss attributable to the Company's shareholders
of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31,
2022, the Company had $1.05 million in total assets, $34.02 million
in total liabilities, $58.25 million in mezzanine equity, and a
total stockholders' deficit of $91.21 million.
Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated May 16, 2023, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
UNCONDITIONAL LOVE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Unconditional Love Inc. (Lead Case) 23-11759
Hello Bello
17383 Sunset Boulevard, Suite B200
Pacific Palisades, CA 90272
Unconditional Love Canada, Inc. 23-11760
The Best Training Pants in The World Inc. 23-11761
Business Description: Founded in February 2019, Hello Bello is a
retailer of baby necessities, selling
products made with plant-based ingredients
and organic botanicals across the baby,
family, and wellness markets. The Company
is headquartered in Los Angeles, California,
with manufacturing plants located in the
United States, Mexico, Canada, and China.
The Company sells products in five primary
categories: diapers and training pants, baby
wipes, personal care products, vitamins, and
homecare and other products.
Chapter 11 Petition Date: October 23, 2023
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Mary F. Walrath
Debtors'
Delaware
Bankruptcy
Counsel: Edmon L. Morton, Esq.
Matthew B. Lunn, Esq.
Heather P. Smillie, Esq.
YOUNG CONAWAY STARGATT & TAYLOR,
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: emorton@ycst.com
mlunn@ycst.com
hsmillie@ycst.com
Debtors'
General
Bankruptcy
Counsel: Brian S. Lennon, Esq.
Debra M. Sinclair, Esq.
Erin C. Ryan, Esq.
Jessica D. Graber, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, New York 10019
Tel: (212) 728-8000
Fax: (212) 728-8111
Email: blennon@willkie.com
dsinclair@willkie.com
eryan@willkie.com
jgraber@willkie.com
Debtors'
Restructuring
Advisor: EMERALD CAPITAL ADVISORS CORP.
150 East 52nd Street, 15th Floor
New York, New York 10022
Debtors'
Investment
Banker: JEFFERIES LLC
520 Madison Avenue
New York, NY 10022
Debtors'
Notice,
Claims,
Solicitation &
Balloting
Agent: STRETTO, INC.
410 Exchange, Ste 100,
Irvine, CA 92602
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Erica Buxton as 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/6OHXGJI/Unconditional_Love_Inc__debke-23-11759__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Irving Consumer Products Ltd. Trade Payable $22,054,311
100 Midland Drive
Dieppe, NB E1A6X4
Canada
Thomas Gore
Phone: 470-380-1451
Email: gore.thomas@irvingconsumerproducts.com
2. Industrias Maquin S.A. de C.V. Trade Payable $3,050,765
Retorno 2 Esteban de Antunano #8
74160
Mexico
Felipe de Jesus Luna Cortes
Phone: 52-1-237-126-4484
Email: flunac@industriasmaquinsa.com.mx
3. FlexLink System, Inc. Trade Payable $1,524,856
6580 Snowdrill Rd
Allentown, PA 18106
Jared Polchinski
Phone: 804-897-2057
Email: Jared.Polchinski@coesia.com
4. Facebook Trade Payable $1,498,848
1 Hacker Way
Menlo Park, CA 94025
Evelyn Mckenzie
Phone: 512-360-9108
Email: evelynsmckd@fb.com
5. CSC Leasing Co. Equipment Lease $1,472,373
6802 Paragon Pl Suite 350
Richmond, VA 23230
John Croney
P: (T): 804-673-1000
(M): 302-384-1880
Email: jcroney@cscleasing.com
6. FedEx Trade Payable $1,393,230
Dept LA PO Box 21412
Pasadena, CA 91185
Elmore Washington
Phone: 805-416-6907
Email: ewashington@fedex.com
7. SCG Capital Corporation Equipment Lease $1,322,020
74 West Park Place
Stamford, CT 06901
ohn J Strabo
P: (T): 703-243-8008
(M): 703-283-7310
Email: jstrabo@scglease.com
8. Fitesa Simasonvile, Inc. Trade Payable $1,171,877
840 S.E. Main Street
Simpsonville, SC 29681
Filipe Couto
Phone: 864-967-5911
Email: fcuto@fitesa.com
9. MeriCal, LLC Trade Payable $1,090,616
2995 E Miraloma Avenue
Anaheim, CA 92806
Marissa Reyna
Phone: 714-238-7225
Email: MREYNA@merical.com
10. NFS Leasing, Inc. Equipment Lease $980,440
900 Cummings Center Suite 226-U
Beverly, MA 01915
Eric Renaud
P: (T): 978-712-4055
(M): 603-988-4792
Email: ericr@nfsleasing.com
11. Brands International Corp Trade Payable $924,948
594 Newpark Blvd.
Newmarket, ON L3X252
Canada
Demi Zhao
Phone: 905-830-4404 Ext. 244
Email: demiz@brandsicorp.com
12. Bell International Trade Payable $888,413
Laboratories, Inc
2250 Lexington Ave
South Eagan, MN 55121
Razan Chehouri
Phone: 612-721-3976 Ext. 179
Email: R.Chehouri@bellintlabs.com
13. 36th Street Capital Equipment Lease $808,042
Partners, LLC
15 Maple Avenue
Morristown, NJ 07960
Christopher Szopa
P: (T): 832-899-4845
(M): 831-775-6287
Email: cszopa@36thstreetcapital.com
14. Justman Packaging & Display Trade Payable $745,625
5819 Telegraph Road
Commerce, CA 90040
Joshua Justman
Phone: 323-728-8888
Email: Justman@justmanpackaging.com
15. Ibotta Inc. Trade Payable $665,354
1801 California St Suite 400
Denver, CO 80202
Ryan Johnson
Email: ryan.johnson@ibotta.com
16. Placements Unlimited Inc Trade Payable $510,432
932 N Valley Mills Dr
Waco, TX 76710
Karla Ramirez
Phone: 254-741-0526
Email: Karla@puiwaco.com
17. Berry Global, Inc. Trade Payable $499,431
101 Oakley Street
Evansville, IN 47710
Robby Benz/ Pat Mahoney
Phone: 843-597-4786/ 513-518-2894
Email: robbybenz@berryglobal.com/
patmahoney@berryglobal.com
18. Phaedrix International LTD. Trade Payable $494,782
Hunkins Waterfront Plaza Suite 556
Charlestown, IN
NWI
Rusty Ables
Email: rus@phaedrix.com
19. American Hygienics Corp Ltd Trade Payable $380,372
Room 388, Area A 3rd Floor,
Building 1, Lane 3129
Shanghai, 201602
China
Prasun Tiwari
Email: prasun.tiwari@amhygienics.com
20. Packaging Corporation Trade Payable $362,088
of America
1955 West Field Court
Lake Forest, CA 60045
Michael Mehler
Phone: (T): 254-399-2708
(M): 254-366-0566
Email: mmehler@packagingcorp.com
21. Bay Cities Container Trade Payable $349,767
Corporation
5138 Industry Ave
Pico Rivera, CA 90660
Joseph Saleh
Phone: 562-551-2969
Email: JosephS@bay-cities.com
22. Aplix Inc. Trade Payable $335,016
12300 Steele Creek Road
Charlotte, NC 28273
Geoff Mcgregor
Phone: 603-858-8818
Email: gmceeregor@aplixinc.com
23. SMJ, Inc. Trade Payable $326,666
c/o A3 Artist Agency
750 N San Vincente Blvd
East Tower, 11th Floor
West Hollywood, CA 90069
Jade Sherman
Phone: 310-859-0625
Email: jade.sherman@a3artistsagency.com
24. 8451 LLC Trade Payable $260,799
100 W Fifth Street
Cincinnati, OH 45202
Grant Carr
Phone: 513-632-1020
Email: Grant.Carr@8451.com
25. Google LLC Trade Payable $250,002
1600 Ampitheatre Parkway
Mountain View, CA 94043
Emily Kolker
Email: emilykolker@google.com
26. Motivating Graphics, LLC Trade Payable $248,788
1624 Intermodal Parkway
Fort Worth, TX 76052
Brandon Parish
Email: brandonp@motivatingraphics.com
27. R Volt, LLC Trade Payable $239,580
333 Los Olas Way Cu
Fort Lauderdale, FL 33301
Angela Lynn
Phone: 661-309-7859
Email: angela@influencerresponse.com
28. Shalag US Inc. Trade Payable $228,483
P.O Box 225
917 SE Industry Dr
Oxford, NC 27565
Guy Wilson
Email: g.wilson@shalag.co
29. GDM S.P.A. Trade Payable $222,407
Via Circonvallazione Sud, 5
Offanengo, CR 26010
Italy
Battista Freri
Phone: (+39) 0373 530219
Email: Battista.Freri@gdm-spa.it
30. Domtar Corporation-Rent Rent $221,855
100 Kingsley Park Drive
Fort Mill, SC 29715
essika Landry
Phone: (T): 514-848-5753
(M): 514-299-3915
Email: Jessika.Landry@domtar.com
URBAN ONE: Nasdaq Extends Stay of Suspension Order
--------------------------------------------------
Urban One Inc. disclosed in a Form 8-K Report filed with the
Securities and Exchange Commission that on October 17, 2023, the
Nasdaq Hearings Panel granted the Company's request to extend the
automatic 15-day stay of suspension from the Nasdaq Stock Market
LLC, pending the hearing scheduled for November 30, and a final
determination regarding the Company's listing status.
In granting the Stay Extension, the Panel noted that on September
28, 2023, Nasdaq staff notified the Company that it had determined
to commence proceedings to potentially delist the Company's
securities as the Company had failed to comply with Nasdaq's
continued listing requirements set forth in Listing Rule 5250 (c)
(1) due to the Company's failure to file its Quarterly Reports on
Form 10-Q for the periods ended March 31, and June 30. The Panel
further noted that on October 5, the Company appealed the delist
determination to the Panel, and requested the Stay Extension given
the automatic 15-day stay otherwise would expire on October 20.
The Panel further noted that the Company provided a submission in
which it requested a stay of delisting pending the hearing and
informed of the reasons for the late filings. The Panel determined
to maintain the status quo of the Company's securities pending the
Hearing, so that a final decision about the Company's listing can
be made on a full and complete record at the time of the Hearing.
Accordingly, the Panel granted the Company's request for the Stay
Extension pending the Hearing on November 30, 2023, and issuance of
a final Panel decision.
This means that the Company's shares will not be delisted before
the outcome of the Hearing, which is scheduled for November 30,
2023. The Company anticipates filing the Delinquent Reports prior
to November 30.
As previously reported by the Troubled Company Reporter, the
Company entered into a fourth waiver and amendment to its ABL
Facility, dated as of February 19, 2021. The waiver was signed by
the Company, the Company's subsidiaries guarantors, the lenders
party, and the Bank of America, N.A., as administrative agent. The
Fourth Waiver and Amendment waived certain events of default under
the Current ABL Facility related to the Company's failure to timely
deliver both the Quarterly Financial Deliverables for the Quarter
ended December March 31, 2023 and Quarterly Financial Deliverables
for the Quarter ended June 30, 2023, as required under the Current
ABL Facility. The Fourth Waiver and Amendment set a due date of
(i) November 9, 2023, for the Q1 2023 Form 10-Q and (ii) November
14, 2023, for the Q2 2023 Form 10Q.
About Urban One
Urban One, Inc., formerly known as Radio One, Inc., headquartered
in Silver Spring, Md., is an urban-oriented multimedia company that
operates or owns interests in radio broadcasting stations (32% of
revenue as of LTM Q4 2022) generated by 66 stations in 13 markets,
cable television networks (43% of revenue), an 80% ownership in
Reach Media (9% of revenue), and ownership of Interactive One, its
digital platform, as well as other internet-based properties (16%
of revenue), largely targeting an African-American and urban
audience. The Chairperson, Catherine L. Hughes, and President,
Alfred C. Liggins III (Chairperson's son), maintain voting control
and hold a significant ownership position. The company reported
consolidated revenue of $485 million as of LTM Q4, 2022.
Moody's Investors Service affirmed Urban One, Inc.'s B3 Corporate
Family Rating, B3-PD Probability of Default Rating, and B3 senior
secured notes rating. The speculative grade liquidity rating was
upgraded to SGL-1 from SGL-2 reflecting very good liquidity. The
outlook was changed to stable from positive.
The affirmation of the CFR and stable outlook reflect Urban One's
relatively high pro forma leverage (4.9x as of Q4 2022 pro forma
for sale of the company's minority ownership position in MGM
National Harbor, LLC (National Harbor) and including Moody's
standard adjustments) as well as Moody's expectations that
operating performance will decline in 2023 due to lower political
advertising revenue in a non-election year and from lower cable TV
revenue. Cable TV was a source of strength during the pandemic, but
is likely to be pressured from lower ratings and a decline in
subscribers as consumers continue to migrate to streaming services
from cable TV. Social considerations were a key driver of the
rating action, as Moody's expects the negative secular pressures in
the cable TV division to increase as media consumption continues to
migrate to streaming services.
USRE 257: Seeks to Hire Silverang Rosenzweig as Attorney
--------------------------------------------------------
USRE 257 LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to hire Silverang, Rosenzweig &
Haltzman, LLC as its attorneys.
The firm will render these services:
(a) give the Debtor legal advice with respect to its powers
and duties as a Debtor-In-Possession;
(b) prepare on behalf of the Debtor any necessary
applications, answers, orders, reports and other legal papers; and
(c) perform all other legal services for the Debtor.
The firm will be paid at these rates:
Kevin J. Silverang, Esq. $625/hr
Mark S. Haltzman, Esq. $550/hr
Malcolm S. Gould, Esq. $400/hr
Joshua Beldner, Esq. $350/hr
Kevin D. McGowan, Esq. $295/hr
Kayleen Daley , Paralegal $190/hr
Jasmin Johnson, Paralegal $125/hr
Mark Haltzman, a partner at Silverang, disclosed in court filings
that his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code, and does not represent any
interest adverse to the Debtor and its estate.
Silverang Law Firm can be reached at:
Mark S. Haltzman, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
595 East Lancaster Avenue, Suite 203
St. Davids, PA 19087
Tel: (610) 263-0136
Fax: (215) 754-4934
About USRE 257 LLC
USRE 257 LLC is a Single Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)).
USRE 257 LLC filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D. P.A. Case No. 23-12967) on
Sep. 29, 2023.
Judge Ashely M. Chan presides over the case.
Mark S. Haltzman, Esq. at SIVERANG, ROSENZWEIG & HALTZMAN, LLC
represents the Debtor as counsel.
VENTURE GLOBAL: Moody's Rates $4BB Secured Notes 'B1', Outlook Pos.
-------------------------------------------------------------------
Moody's Investors Service affirmed Venture Global LNG, Inc.'s
(VGLNG) B1 Corporate Family Rating, B1-PD Probability of Default
Rating and B1 rating assigned to its existing $4.5 billion senior
secured notes. At the same time, Moody's assigned a B1 rating to
VGLNG's $4.0 billion senior secured note offering.
The outlook changed to positive from stable.
Proceeds from the note offering are expected to be used to repay an
existing $546 million term loan at Venture Global Commodities, LLC
(VGC), pay related fees and for general corporate purposes.
RATING RATIONALE
The B1 rating considers VGLNG's position as a significant global
exporter of liquified natural gas (LNG) and the predictability and
recurring nature of anticipated long-dated contractual-based cash
flow generated by its two LNG export facilities, Venture Global
Calcasieu Pass, LLC (VGCP: Ba2, positive) and Venture Global
Plaquemines LNG, LLC (VGPL: not rated). Upon completion of
construction and commissioning activities currently ongoing, each
facility will provide fairly low-risk services under long-term
take-or-pay contracts with creditworthy counterparties, a critical
rating factor.
The rating acknowledges an improved near-term outlook for VGLNG's
consolidated cash flow generation due to construction progress
achieved at VGPL and a sound outlook for demand and pricing of LNG
through at least 2025. The rating, however, is limited at this time
by near-term challenges facing VGLNG. These challenges include
maintaining sound operating performance at VGCP while undertaking a
challenging fix of its existing power island and achieving
construction progress at VGPL in a manner that allows for an
initial commissioning cargo in mid-2024. Other challenges include
VGLNG's intention to achieve FID on a new LNG export facility, CP2
LNG, by mid-2024, implementing sound parameters as the company
moves to an operating company from a development company, and
arbitration filed by several of VGCP's contractual offtakers.
The rating action considered the recently completed acquisition and
consolidation of Venture Global Commodities, LLC (VGC) within the
VGLNG family. Previously, VGC was held by an entity owned by the
majority shareholders of VGLNG and held outside the VGLNG corporate
family. VGC has the contractual right upon the LNG projects
achieving date of first commercial delivery (DFCD) under its
existing Sale Purchase Agreements (SPA's) to purchase any excess
capacity generated at any VGLNG owned liquefaction facility for a
fixed price. As such, any margin earned from VGC's sale of excess
capacity would be for the benefit of VGLNG's and its stakeholders.
While a credit positive, Moody's note that consistent excess
capacity from VGCP and VGPL remains uncertain and any related cash
flows, the earliest of which would occur in 2025, will be
determined by market prices for LNG at such time.
The ratings and outlook are predicated upon final documentation and
final debt sizing that are consistent and in accordance with
Moody's current understanding of the transaction.
A description of VGLNG's project assets follows:
VGCP
VGCP is a 10 MTPA nameplate capacity LNG export facility in
Louisiana. While it achieved Substantial Completion in late 2022,
VGCP has not declared DFCD under its existing SPA's due to an issue
encountered in various heat recovery steam generators (HRSG's)
within its power island that need to be repaired. While shutdowns
to implement temporary repair HRSG's has impacted operations, VGCP
has been able to produce LNG, albeit in a constrained manner.
Specifically, VGLNG has been loading approximately 11 cargoes a
month. Pricing for these cargoes has been advantageous in light of
current international demand and pricing for LNG, providing VGCP
and VGLNG considerable cash flow.
VGCP, with the aid of the equipment vendor, will shortly start the
complex repairs to the HRSG's, a process that is expected to take
12-14 months to complete and could potentially impact production.
In the meantime, several of VGCP's offtakers have filed arbitration
proceedings related to the delay in declaring DFCD. Moody's note
that VGCP is VGLNG's sole source of cash flow until VGPL reaches a
level of commercial production. DFCD is not anticipated until late
2024.
VGPL
VGPL owns an approximately 20 MTPA nameplate capacity LNG export
facility under construction in Plaquemines Parish, Louisiana. The
project's construction, operating, and financing profile have many
similarities with VGCP. VGPL currently expects to produce its
initial commissioning cargoes in mid-2024 increasing throughout the
year as certain construction and mechanical milestones are
achieved. The window for the start of the SPA's tied to Phase 1 is
February to November 2026, providing a significant amount of time
for VGPL to produce commissioning cargoes. The window for the start
of the SPA's tied to Phase 2 is December 2026 to September 2027.
Once fully operational, around 20 MTPA of output will be sold under
long term, take-or-pay contracts with counterparties that have a
strong investment grade weighted average credit quality. Terms and
conditions of VGPL's current construction loan limits its ability
to distribute initial commissioning revenues to VGLNG until certain
advanced construction milestones relating to Phase 1 are met.
CP2
CP2 is a proposed 20 MTPA nameplate capacity LNG export facility to
be located adjacent to VGCP. VGLNG has begun to order equipment
for CP2, primarily from Baker Hughes. FERC authorization is
anticipated in late 2023/early 2024 with FID and full-scale
construction beginning shortly thereafter. VGLNG has contracted
9.25 MTPA of CP2's Phase 1 Capacity. The projected cost to
complete CP2 is uncertain at this stage of development but is
expected to meaningfully exceed the projected cost of VGPL
(currently, approximately $18.4 billion) due to the combination of
increased labor and raw material costs and higher interest rates.
Rating Outlook
The positive outlook acknowledges the degree of consolidated cash
flows generated over the next 12-18 months are potentially
meaningful, assuming production levels outlined by management, and
if generated would improve VGLNG's credit positioning.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ability of VGPL to achieve partial commercial operations by the
second half of 2024 and improve the line of sight of commissioning
cargoes through 2025 combined with the demonstration of successful
repairs at VGCP's power island and visibility toward DFCD under the
related contracts would give consideration to an upgrade. The
introduction of meaningful equity capital at VGLNG would be viewed
favorably to VGLNG's credit profile.
In light of the positive outlook, a rating downgrade over the
near-term is unlikely. VGLNG's outlook could be revised to stable,
however, should there be material cost overruns at VGPL or material
delays around its ability to produce commissioning cargoes.
Moreover, the introduction of incremental parent debt over the
near-term may trigger a reconsideration of the outlook.
The principal methodology used in these ratings was Midstream
Energy published in February 2022.
VISTAGEN THERAPEUTICS: BVF Inc. Reports 9.99% Equity Stake
----------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Vistagen Therapeutics, Inc. as of Oct. 4, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
Biotechnology Value Fund, L.P. 1,437,104 5.2%
BVF I GP LLC 1,437,104 5.2%
Biotechnology Value Fund II, L.P. 1,166,083 4.3%
BVF II GP LLC 1,166,083 4.3%
Biotechnology Value Trading Fund OS LP 143,400 Less Than
1%
BVF Partners OS Ltd. 143,400 Less Than
1%
BVF GP Holdings LLC 2,603,187 9.4%
BVF Partners L.P. 2,777,245 9.99%
BVF Inc. 2,777,245 9.99%
Mark N. Lampert 2,777,245 9.99%
The percentages are based upon a denominator that is the sum of (i)
7,875,151 Shares outstanding as of June 30, 2023 as reported in the
Issuer's Prospectus Supplement filed with the SEC on Oct. 3, 2023,
(ii) 4,137,077 Shares sold under the Issuer's ATM program since
June 30, 2023, as reported in the Prospectus Supplement, (iii)
15,010,810 Shares issued following the closing of the Issuer's
direct offering, as reported in the Prospectus Supplement, and (iv)
certain or all of the 777,245 Shares underlying the Pre-Funded
Warrants held by the Reporting Persons that are currently
exercisable, as applicable.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1411685/000092189523002347/sc13g07422vtgn_10162023.htm
About Vistagen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. -- http://www.vistagen.com-- is a late clinical-stage
biopharmaceutical company aiming to transform the treatment
landscape for individuals living with anxiety, depression and
other CNS disorders. The Company is advancing therapeutics with
the potential to be faster-acting, and with fewer side effects and
safety concerns, than those that are currently available for
treatment of anxiety, depression and multiple CNS disorders.
Vistagen reported a net loss and comprehensive loss of $59.25
million for the fiscal year ended March 31, 2023, compared to a
net loss and comprehensive loss of $47.76 million on $1.11 million
of total revenues for the year ended March 31, 2022. As of March
31, 2023, the Company had $21.09 million in total assets, $9.01
million in total liabilities, and $12.08 million in total
stockholders' equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated June 28, 2023, citing that the
Company has suffered negative cash flows from operations and
recurring losses from operations since inception, resulting in an
accumulated deficit of $326.9 million as of March 31, 2023, that
raise substantial doubt about its ability to continue as a going
concern.
VISTAGEN THERAPEUTICS: Citadel Entities Report 5.6% Equity Stake
----------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Vistagen Therapeutics, Inc. as of Oct. 4, 2023:
Shares Percent
Beneficially of
Reporting Person Owned Class
Citadel Advisors LLC 1,565,829 5.6%
Citadel Advisors Holdings LP 1,565,829 5.6%
Citadel GP LLC 1,565,829 5.6%
Citadel Securities LLC 28,107 0.1%
Citadel Securities Group LP 28,107 0.1%
Citadel Securities GP LLC 28,107 0.1%
Kenneth Griffin 1,593,936 5.7%
Mr. Griffin is the president and chief executive officer of CGP,
and owns a controlling interest in CGP and CSGP.
The percentages are based upon 27,845,372 Shares outstanding
comprised of (i) 7,875,151 Shares outstanding as of June 30, 2023
(according to the issuer's Prospectus Supplement as filed with the
SEC on Oct. 3, 2023), (ii) 15,010,810 Shares issued in connection
with the issuer's recent public offering (according to the issuer's
Prospectus Supplement as filed with the SEC on Oct. 3, 2023), (iii)
4,137,077 Shares sold under the issuer's ATM program since June 30,
2023 (according to the issuer's Prospectus Supplement as filed with
the SEC on Oct. 3, 2023), and (iv) 822,334 Shares issuable upon
exercise of certain warrants held by affiliates of the Reporting
Persons.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1411685/000110465923109357/tm2328533d1_sc13g.htm
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics,
Inc. -- http://www.vistagen.com-- is a late clinical-stage
biopharmaceutical company aiming to transform the treatment
landscape for individuals living with anxiety, depression and
other CNS disorders. The Company is advancing therapeutics with
the potential to be faster-acting, and with fewer side effects and
safety concerns, than those that are currently available for
treatment of anxiety, depression and multiple CNS disorders.
Vistagen reported a net loss and comprehensive loss of $59.25
million for the fiscal year ended March 31, 2023, compared to a
net loss and comprehensive loss of $47.76 million on $1.11 million
of total revenues for the year ended March 31, 2022. As of March
31, 2023, the Company had $21.09 million in total assets, $9.01
million in total liabilities, and $12.08 million in total
stockholders' equity.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2006, issued a "going concern"
qualification in its report dated June 28, 2023, citing that the
Company has suffered negative cash flows from operations and
recurring losses from operations since inception, resulting in an
accumulated deficit of $326.9 million as of March 31, 2023, that
raise substantial doubt about its ability to continue as a going
concern.
W LOFTS: Trustee Hires Kelleher & Sadowsky as Real Estate Broker
----------------------------------------------------------------
John Desmond, the trustee appointed in the Chapter 11 case of W
Lofts Development, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Philip DeSimone
of Kelleher & Sadowsky as his broker.
The firm will market and sell the Debtor's property located at 85
Harding Street and 70 Winter Street, Worcester, Massachusetts.
The firm will receive a commission equal to 5 percent of the sale
price of the property.
As disclosed in the court filings, Kelleher & Sadowsky does not
hold or represent any interest adverse to the estate or its
creditors.
The firm can be reached through:
Philip DeSimone
Kelleher & Sadowsky
120 Front Street
Worcester, MA 01608
Phone: (508) 755-0707
Email: desimone@kelleher-sadowsky.com
About W Lofts Development
W Lofts Development, LLC filed an involuntary petition under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No.
23-40157) on Mar. 1, 2023. Judge Christopher J. Panos oversees the
case. The Law Office of Neil Kreuzer serves as the Debtor's
counsel.
On May 25, 2023, John O. Desmond, was duly appointed as Chapter 11
trustee of the Debtor's estate. Kate E. Nicholson, Esq., at
Nicholson PC serves as his counsel.
WEWORK INC: Reaches Deal With President and COO to End Employment
-----------------------------------------------------------------
WeWork Inc. and Anthony Yazbeck agreed that Mr. Yazbeck would leave
from his position as president and chief operating officer of the
Company, effective Oct. 20, 2023, the Company disclosed in a Form
8-K filed with the Securities and Exchange Commission.
The Company said the circumstances giving rise to Mr. Yazbeck's
departure are not due to any disagreement with respect to
operations, strategy, or any accounting matters, financial
statements, financial disclosures or related disclosure controls
and procedures.
In connection with Mr. Yazbeck's departure, the Company and Mr.
Yazbeck entered into a separation agreement on Oct. 16, 2023,
pursuant to which Mr. Yazbeck will, upon the effectiveness of the
separation, be entitled to (i) a payment in the amount of
GBP874,448 and (ii) GBP360,000 as payment in lieu of the
contractual notice period under Mr. Yazbeck's employment agreement,
in each case payable in cash.
About WeWork Inc.
New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a
global flexible workspace provider, serving a membership base of
businesses large and small through its network of 779 Systemwide
Locations, including 622 Consolidated Locations as of December
2022.
WeWork reported a net loss of $2.29 billion for the year ended
Dec.31, 2022, a net loss of $4.63 billion for the year ended Dec.
31, 2021, a net loss of $3.83 billion in 2020, and a net loss of
$3.77 billion in 2019. As of Dec. 31, 2022, the Company had
$17.86 billion in total assets, $21.31 billion in total
liabilities, and a total deficit of $3.43 billion.
WeWork disclosed in a Form 8-K filed with the Securities and
Exchange Commission on Oct. 2, 2023, that it has elected to
withhold aggregate interest payments of approximately $37.3 million
payable in cash and $57.9 million payable in the form of additional
PIK notes.
WORTHINGTON INDUSTRIES: Moody's Assigns 'Ba1' CFR, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 corporate family
rating, Ba1-PD probability of default rating and a Speculative
Grade Liquidity (SGL) of SGL-1 to Worthington Industries, Inc.
(Worthington Enterprises or Worthington) and has withdrawn the
company's Baa2 issuer rating. At the same time, Moody's changed
the ratings outlook to stable and downgraded Worthington's senior
unsecured rating to Ba1 from Baa2. This concludes the review for
downgrade initiated on July 26, 2023.
Governance considerations were a key driver of this rating action
related to the company's financial strategy and risk management in
light of its decision to separate the steel processing business. As
a result, the remaining business will rely materially on Wave, the
50/50 joint venture with Armstrong, and to a lesser extent its 25%
interest in the ClarkDietrich JV for profitability and cash flow.
Moody's changed the governance subfactor scores for financial
strategy and risk management and organizational structure to 3 from
2 to reflect the reduced scale and diversity, increased reliance on
joint venture dividends for cash flow generation, and
organizational complexity. As a result, Moody's changed the
company's governance issuer profile score to G-3 from G-2.
"The downgrade of Worthington's rating reflects the credit impact
from the separation of Worthington Steel which will result in
reduced scale, weaker end market and customer diversity, a loss of
the natural hedge against rising steel prices, an increased
reliance on joint venture earnings and cash flows and higher
acquisition risks considering the company's inconsistent track
record and its smaller scale post separation" said Michael Corelli,
Senior Vice President at Moody's Investors Service.
RATINGS RATIONALE
Worthington's Ba1 corporate family rating reflects its post
separation capital structure and the expectation it will maintain
modest leverage, ample liquidity and consistent cash flows and a
balanced approach to capital allocation while maintaining a strong
balance sheet and a dividend policy that is consistent with its
historic practice. It also reflects the company's reduced cash flow
volatility, lower earnings variability, lower working capital
fluctuations, reduced capital expenditure requirements, higher
margins on average post separation and the historical consistency
of the dividends paid by the WAVE joint venture. The separation of
Worthington Steel is anticipated to occur as early as December 2023
and will result in a reduced scale as Worthington Steel typically
accounts for about 65% - 70% of revenues and 35% - 40% of the
company's consolidated EBITDA. It will also result in weaker end
market and customer diversity and the loss of the natural hedge
against rising steel prices, which tend to benefit its steel
processing business but can negatively impact its other segments
which buy steel as a raw material.
Importantly, the separation will result in Worthington Enterprises
having an increased reliance on joint venture earnings and cash
flows which have recently accounted for about 55% - 60% of pro
forma adjusted EBITDA. The company does not have control of its key
dividend paying joint ventures including its 50% interest in WAVE
and its 25% interest in Clark Dietrich which will continue to
contribute a material portion of Worthington's adjusted EBITDA and
cash flows. Also, WAVE and Clark Dietrich are reliant on commercial
building construction and repair and remodel activity and higher
interest rates and the shift to remote work could have a lasting
negative impact on that activity. Worthington Enterprises will also
have higher acquisition risks considering the company's
inconsistent track record and its smaller scale post separation.
Moody's anticipate Worthington Enterprises will generate adjusted
EBITDA in the range of $250 million - $275 million and will use the
$150 million dividend from Worthington Steel to retire its 4.6%
senior notes due August 2024. That will result in a pro forma
leverage ratio (debt/EBITDA) of about 1.3x and interest coverage
(EBITA/Interest) of around 22.0x. The leverage ratio is closer to
2.0x including Worthington's portion of the WAVE JV debt. These
metrics will be strong for the rating, but the assigned rating is
constrained by the company's moderate scale, limited diversity,
weak profitability of some of its wholly owned businesses and its
reliance on JV dividends with the magnitude of those dividends not
solely determined by the company.
Worthington has a Speculative Grade Liquidity rating of SGL-1
reflecting its very good liquidity profile. It had $201 million of
cash and full availability on its $500 million revolving credit
facility as of August 2023. The credit facility was amended in
September 2023 and included modifications to the covenants to
ensure the Worthington Steel separation is permitted and extended
the maturity to September 2028. The credit agreement has two main
financial covenants including an interest coverage ratio of at
least 3.25x and debt to total capitalization of less than 55%. The
company should remain easily in compliance with these covenants.
The Ba1 senior unsecured rating is in line with the Ba1 CFR since
the preponderance of the company's debt is unsecured.
Moody's has decided to withdraw the issuer rating for its own
business reasons.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Worthington's stable ratings outlook incorporates Moody's
expectation that its operating performance will moderately weaken
over the next 12 to 18 months and its credit metrics will remain
supportive of its current rating.
Positive rating actions are unlikely in the near-term considering
Worthington's moderate scale and diversity and its reliance on
joint venture earnings and cash flows to maintain credit metrics
appropriate for the current rating. However, an upgrade could be
considered if it reduces its dependence on equity earnings and cash
flows from its joint ventures and maintains Debt/EBITDA below 1.5x
and EBITA margins of at least 13% on a sustained basis.
Negative rating pressure could develop if Worthington's operating
performance materially weakens or if there is a disruption in the
cash flows derived from its joint ventures. Also, negative rating
actions could ensue if Worthington embarks on more aggressive
shareholder friendly actions or sizeable debt financed acquisitions
that result in a leverage ratio sustained above 2.5x.
Worthington Industries, Inc. is a diversified industrial
manufacturing company. The company plans to separate its steel
processing business (Worthington Steel) as early as December 2023
which is a value-added processor of carbon flat-rolled steel, a
producer of laser welded solutions, and a provider of electrical
steel laminations. This segment reported revenues of about $3.4
billion for the LTM period ended August 31, 2023. The remaining
company will be called Worthington Enterprises and will consist of
the company's Consumer Products (48% of LTM revenues), Building
Products (42%) and Sustainable Energy Solutions (11%) segments
which reported revenues of about $1.4 billion for the LTM period.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
XPLORNET COMMS: $995MM Bank Debt Trades at 31% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Xplornet
Communications Inc is a borrower were trading in the secondary
market around 68.7 cents-on-the-dollar during the week ended
Friday, October 20, 2023, according to Bloomberg's Evaluated
Pricing service data.
The $995 million facility is a Term loan that is scheduled to
mature on October 1, 2028. The amount is fully drawn and
outstanding.
Xplornet Communications Inc operates as a broadband service
provider. The Company offers voice and data communication services
through wireless and satellite networks. Xplornet Communications
serves customers in Canada.
YH&R CONSTRUCTION: Gets OK to Hire James Wilkins as Legal Counsel
-----------------------------------------------------------------
YH&R Construction, LLC received approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ James S. Wilkins,
PC as its counsel.
The firm will render these services:
(a) advise the Debtor with respect to its power and duties in
the continued operation of its personal management of its
property;
(b) take necessary action to collect property of the estate
and file suits to recover the same;
(c) represent the Debtor in connection with the formulation
and implementation of a Plan of Reorganization and all matters
incident thereto;
(d) prepare legal papers;
(e) object to disputed claims; and
(f) perform all other legal services for the Debtor which may
be necessary herein.
Mr. Wilkins will be paid at his hourly rate of $375, to be applied
against a retainer of $12,500 for prepetition and post-petition
services, costs, and filing fees.
Mr. Wilkins disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
James S. Wilkins, Esq.
James S. Wilkins, PC
1100 NW Loop 410, Suite 700
San Antonio, TX 78205
Telephone: (210) 271-9212
Facsimile: (210) 271-9389
Email: jwilkins@stic.net
About YH&R Construction
YH&R Construction, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
23-51383) on Oct. 6, 2023. In the petition signed by Sandor
Gonzalez, chief executive officer, the Debtor disclosed up to
$50,000 in estimated assets and up to $10 million in estimated
liabilities.
Judge Craig A. Gargotta oversees the case.
James S. Wilkins, Esq., serves as the Debtor's counsel.
[*] Fitch Puts 5 Issuers UCO on New Corporate Recovery Ratings
--------------------------------------------------------------
Fitch Ratings has placed the instrument ratings of five corporate
issuers Under Criteria Observation (UCO) following the conversion
of its 'Exposure Draft: Corporate Recovery Ratings and Instrument
Ratings Criteria' to final criteria on October 13, 2023.
The five corporate issuers are:
- Adams Homes, Inc.
- Arada Sukuk Limited
- Arada Developments LLC
- Elanco Animal Health Incorporated
- Elanco US Inc.
The UCO indicates that the existing instrument ratings may change
as a direct result of the final criteria. It does not indicate a
change in the underlying credit profile, nor does it affect
existing Outlooks or Rating Watches.
Fitch will review all ratings placed UCO within six months. Not all
instrument ratings UCO will have a rating change upon the UCO
resolution.
KEY RATING DRIVERS
New 'B+' IDR 'RR3 Cap: The new criteria lower the cap for unsecured
and second lien instruments for issuers with a 'B+' Long-Term
Issuer Default Rating (IDR) to 'RR3' from 'RR2'. This change will
smooth the instrument rating transition between 'B+' and 'BB-'
IDRs. The 'RR2' cap for second-lien and senior unsecured instrument
ratings is unchanged for issuers with IDRs of 'B' and below.
Generic Territory Super Senior Instruments: The new criteria
clarify additional categories of super senior debt that will result
in first-lien instruments treated as Category 2 first-lien debt,
for issuers with an IDR in the 'BB' rating category.
RATING SENSITIVITIES
The UCO resolution will depend on Fitch's assessment of the
appropriate rating outcome based on the new criteria over the next
six months.
Existing issuer rating sensitivities are unchanged.
ESG CONSIDERATIONS
ESG Relevance Scores of each issuer will be reviewed during the UCO
resolution.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
Adams Homes, Inc.
senior unsecured LT BB+ *UCO RR1 BB+
Arada Sukuk Limited
senior unsecured LT BB *UCO RR2 BB
Arada Developments LLC
senior unsecured LT BB *UCO BB
Elanco Animal Health
Incorporated
senior secured LT BB+ *UCO RR1 BB+
Elanco US Inc.
senior secured LT BB+ *UCO RR1 BB+
*UCO - Under Criteria Observation
[*] Liability Management Takes Spotlight at Nov 29 DI Conference
----------------------------------------------------------------
Catch not one, but two sessions on the issue of liability
management at the 30TH DISTRESSED INVESTING CONFERENCE presented by
Beard Group, Inc. on Nov. 29.
Join experts Mark Hebbeln, Partner, Foley & Lardner LLP; Evan Hill,
Partner, Corporate Restructuring, Skadden; and Dan Kamensky,
Founder, Creditor Coalition, as they take on one of the credit
market's most contentious issues: the rising trend of companies,
especially those backed by financial sponsors, employing aggressive
liability management techniques to extend runway but in the process
favoring one group of creditors over another, leading to intense
battles over the spoils. Discover how changes in market norms and
contractual rights in the past two decades have fueled these
aggressive techniques and understand the judiciary's reaction
through pivotal case law developments.
Karn Chopra, Partner, Central View Partners; Damian Schaible,
Partner, Davis Polk; Anthony Sexton, Partner, Kirkland & Ellis; and
John Sobolewski, Partner, Wachtell, Lipton, Rosen & Katz then take
over to discuss the intricacies of liability management techniques,
emphasizing the intricate deal dynamics and the relationships among
transaction parties. Uncover their driving motivations and learn
how they shield themselves from self-serving actions. Get insights
into the structures used in these transactions, common influential
tax problems, and strategies used to safeguard against future
challenges.
Registration remains open for the 30th DI Conference to be held
Wed., Nov. 29, in-person at the Harmonie Club in Manhattan.
Top industry experts gather together to discuss the latest topics
and trends in the distressed investing industry. Now on its 30th
year, this value-packed event features special presentations from
keynote speakers, live panel discussions and networking sessions
with other insolvency professionals.
This year's Distressed Investing Conference is sponsored by:
* Kirkland & Ellis and Foley & Lardner, as conference
co-chairs
* Davis Polk
* Dechert
* Dentons
* DSI
* Locke Lord
* Parkins & Rubio
* RJReuter
* Skadden
* SSG
* Stein Advisors
* Troutman Pepper
* Wachtell Lipton Rosen & Katz
* Weil Gotshal
Our Media partners:
* BankruptcyData
* Debtwire
* LevFin Insights
* PacerMonitor
* REORG
Our knowledge partner:
* Creditor Rights Coalition
Visit https://www.distressedinvestingconference.com/ for more
information.
For conference sponsorship and speaking opportunities, contact:
Will Etchison
305-707-7493
Will@BeardGroup.com
[*] Moody's Takes Rating Actions on 65 Tranches of 32 EETC Series
-----------------------------------------------------------------
Moody's Investors Service, Inc. has taken rating actions on 65
tranches across 32 different series of Enhanced Equipment Trust
Certificates ("EETCs"). The 32 transactions were issued between
2011 and 2023; each transaction on behalf of one of six
independently-rated airlines -- American Airlines, Inc., British
Airways, Plc, Delta Air Lines, Inc., Hawaiian Airlines, Inc.,
JetBlue Airways Corp, or United Airlines, Inc. The rating actions
do not affect any of Moody's other ratings assigned to these
respective issuers. Please see the debt list herein for the
specific actions on each instrument. In summary, Moody's has
affirmed 30 tranches, upgraded 15 tranches by one notch, upgraded
two tranches by two notches and upgraded three tranches by 3
notches. Moody's also downgraded 15 tranches by one notch. Moody's
currently rates 85 EETC tranches across 39 transactions.
RATINGS RATIONALE
The changes to the respective ratings reflect Moody's current
estimates of the peak loan-to-value ("LTV") of each tranche over
the tranche's remaining term, Moody's opinion of the importance of
the collateral in each transaction to the respective airline and
comparisons across the rated EETC portfolio. The upgrades also
reflect that the pandemic risk period for global aviation has
passed and that aircraft market fundamentals are strong. In May
2020, Moody's lowered values of aircraft across the EETC portfolio
by between 10% and 35% to risk adjust LTVs because of the uncertain
effect of the pandemic on air travel demand. The accompanying
increases in LTVs resulted in Moody's downgrading ratings on 69 of
the then outstanding 99 EETC tranches on May 6, 2020. Moody's now
believes that LTV trends have stabilized and outsized downwards
pressure on aircraft market values is unlikely because of the
current and expected ongoing shortage of both narrowbody and
widebody aircraft and inflation. Moody's bases its current LTV
projections on its current estimates of aircraft market values, its
assumptions for annual decline in values by model type and
remaining certificate balances and amortization profiles. The
downgrades in the rating action reflect increases in LTVs to levels
no longer supportive of the prior rating based on Moody's LTV
notching grid and comparisons to other EETC tranches.
Moody's EETC ratings consider the credit quality of the airline
that issues the equipment notes in a mortgage type transaction or
is the lessee in a lease transaction, either of which funds each of
the pass-through trusts that are the structural foundation of an
EETC transaction. The ratings also consider the typical benefits of
EETCs, including i) the insolvency provisions of the legal
jurisdiction, such as the applicability of Section 1110 for US
airlines and either the Cape Town Convention or other local law for
transactions involving non-US airlines; ii) cross-default and
cross-collateralization of the equipment notes; iii) 18-month or
longer liquidity facilities that cover interest payments following
an airline's rejection of a transaction; and iv)
cross-subordination pursuant to intercreditor agreements, which
provide for claims of senior classes in a transaction to be paid in
full before the junior classes receive payments of principal.
Moody's opinion of the importance (or essentiality) of specific
aircraft models to an airline's network and its estimates of equity
cushion are key factors in its rating analysis of EETCs. The focal
point of the legal jurisdiction analysis is an assessment of
whether the trustee for a transaction will have a timely
repossession of aircraft for a rejected transaction.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Changes in EETC ratings can result from any combination of changes
in Moody's estimates of aircraft market values, which will affect
estimates of loan-to-value; the underlying credit quality or
ratings of the airline issuer or lessee; and Moody's opinion of the
importance of particular aircraft models to an airline's network.
LIST OF AFFECTED RATINGS
Issuer: American Airlines, Inc.
Affirmations:
Senior Secured Enhanced Equipment Trust Ser. 2015-2 Cl AA,
Affirmed A3
Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl AA,
Affirmed A3
Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl AA,
Affirmed A3
Senior Secured Enhanced Equipment Trust Ser. 2021-1 Cl A, Affirmed
A3
Senior Secured Enhanced Equipment Trust Ser. 2017-1 Cl B, Affirmed
Ba1
Senior Secured Enhanced Equipment Trust Ser. 2017-2 Cl B, Affirmed
Ba1
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl B, Affirmed
Ba2
Senior Secured Enhanced Equipment Trust Ser. 2015-2 Cl A, Affirmed
Baa3
Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl A, Affirmed
Baa3
Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl A, Affirmed
Baa3
Senior Secured Enhanced Equipment Trust Ser. 2016-3 Cl A, Affirmed
Baa2
Senior Secured Enhanced Equipment Trust Ser. 2017-1 Cl A, Affirmed
Baa2
Senior Secured Enhanced Equipment Trust Ser. 2017-2 Cl A, Affirmed
Baa2
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl A, Affirmed
Baa2
....Senior Secured Enhanced Equipment Trust Ser. 2021-1 Cl B,
Affirmed Baa2
Upgrades:
Senior Secured Enhanced Equipment Trust Ser. 2016-3 Cl AA,
Upgraded to A2 from A3
Senior Secured Enhanced Equipment Trust Ser. 2017-1 Cl AA,
Upgraded to A2 from A3
Senior Secured Enhanced Equipment Trust Ser. 2017-2 Cl AA,
Upgraded to A2 from A3
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl AA,
Upgraded to A2 from A3
Downgrades:
Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl B,
Downgraded to Ba3 from Ba2
Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl B,
Downgraded to Ba3 from Ba2
Senior Secured Enhanced Equipment Trust Ser. 2016-3 Cl B,
Downgraded to Ba2 from Ba1
Issuer: US Airways, Inc.
Affirmations:
Senior Secured Enhanced Equipment Trust Ser. 2011-1 Cl A, Affirmed
Ba1 (Assumed by American Airlines, Inc.)
Senior Secured Enhanced Equipment Trust Ser. 2012-2 Cl A, Affirmed
Ba1 (Assumed by American Airlines, Inc.)
Backed Senior Secured Enhanced Equipment Trust Ser. 2013-1 Cl A,
Affirmed Baa3 (Assumed by American Airlines, Inc.)
Upgrades:
Senior Secured Enhanced Equipment Trust Ser. 2012-1 Cl A, Upgraded
to A3 from Baa3 (Assumed by American Airlines, Inc.)
Issuer: British Airways Pass Through Trust 2013-1A
Upgrades:
Backed Senior Secured Enhanced Equipment Trust Class A, Upgraded
to Aa3 from A3
Outlook Actions:
Outlook, Remains Positive
Issuer: British Airways Pass Through Trust 2018-1A
Affirmations:
Senior Secured Enhanced Equipment Trust Class A, Affirmed Baa1
Outlook Actions:
Outlook, Remains Positive
Issuer: British Airways Pass Through Trust 2018-1AA
Upgrades:
Senior Secured Enhanced Equipment Trust Class AA, Upgraded to Aa3
from A2
Outlook Actions:
Outlook, Remains Positive
Issuer: British Airways Pass Through Trust 2019-1A
Downgrades:
Senior Secured Enhanced Equipment Trust Class A, Downgraded to
Baa2 from Baa1
Outlook Actions:
Outlook, Remains Positive
Issuer: British Airways Pass Through Trust 2019-1AA
Upgrades:
Senior Secured Enhanced Equipment Trust Class AA, Upgraded to A1
from A2
Outlook Actions:
Outlook, Remains Positive
Issuer: British Airways Pass Through Trust 2021-1A
Upgrades:
Senior Secured Enhanced Equipment Trust Class A, Upgraded to A1
from A2
Outlook Actions:
Outlook, Remains Positive
Issuer: British Airways Pass Through Trust 2021-1B
Affirmations:
Senior Secured Enhanced Equipment Trust Class B, Affirmed Baa1
Outlook Actions:
Outlook, Remains Positive
Issuer: United Airlines, Inc.
Affirmations:
Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl AA,
Affirmed A3
Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl B, Affirmed
Ba2
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl A, Affirmed
Baa1
Upgrades:
Senior Secured Enhanced Equipment Trust Ser. 2015-1 Cl AA,
Upgraded to A1 from A2
Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl AA,
Upgraded to A1 from A2
Senior Secured Enhanced Equipment Trust Ser. 2018-1 Cl AA,
Upgraded to A1 from A2
Senior Secured Enhanced Equipment Trust Ser. 2019-2 Cl AA,
Upgraded to A1 from A2
Senior Secured Enhanced Equipment Trust Ser. 2023-1 Cl A, Upgraded
to A2 from A3
Senior Secured Enhanced Equipment Trust Ser. 2020-1 Cl A, Upgraded
to Aa3 from A3
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl AA,
Upgraded to Aa3 from A2
Senior Secured Enhanced Equipment Trust Ser. 2020-1 Cl B, Upgraded
to Baa1 from Baa2
Backed Senior Secured Enhanced Equipment Trust Ser. 2012-1 Cl A,
Upgraded to Baa1 from Baa2
Senior Secured Enhanced Equipment Trust Ser. 2012-2 Cl A, Upgraded
to Baa1 from Baa2
Downgrades:
Senior Secured Enhanced Equipment Trust Ser. 2018-1 Cl B,
Downgraded to Ba1 from Baa3
Senior Secured Enhanced Equipment Trust Ser. 2019-2 Cl B,
Downgraded to Ba1 from Baa3
Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl B,
Downgraded to Ba2 from Ba1
Senior Secured Enhanced Equipment Trust Ser. 2016-1 Cl A,
Downgraded to Baa3 from Baa2
Senior Secured Enhanced Equipment Trust Ser. 2016-2 Cl A,
Downgraded to Ba1 from Baa3
Senior Secured Enhanced Equipment Trust Ser. 2018-1 Cl A,
Downgraded to Baa2 from Baa1
Senior Secured Enhanced Equipment Trust Ser. 2019-2 Cl A,
Downgraded to Baa2 from Baa1
Issuer: Delta Air Lines, Inc.
Affirmations:
Senior Secured Enhanced Equipment Trust Ser. 2020-1 Cl A, Affirmed
A3
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl AA,
Affirmed A1
Senior Secured Enhanced Equipment Trust Ser. 2015-1 Cl AA,
Affirmed A2
Upgrades:
Senior Secured Enhanced Equipment Trust Ser. 2020-1 Cl AA,
Upgraded to Aa3 from A1
Downgrades:
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl A,
Downgraded to Baa1 from A3
Senior Secured Enhanced Equipment Trust Ser. 2015-1 Cl A,
Downgraded to Baa2 from Baa1
Issuer: Hawaiian Airlines, Inc.
Affirmations:
Backed Senior Secured Enhanced Equipment Trust Class A, Affirmed
B1
Issuer: JetBlue Airways Corp.
Affirmations:
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl AA,
Affirmed A2
Senior Secured Enhanced Equipment Trust Ser. 2020-1 Cl A, Affirmed
A2
Senior Secured Enhanced Equipment Trust Ser. 2020-1 Cl B, Affirmed
Baa2
Downgrades:
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl A,
Downgraded to Baa2 from Baa1
Senior Secured Enhanced Equipment Trust Ser. 2019-1 Cl B,
Downgraded to Baa3 from Baa2
The methodologies used in these ratings were Enhanced Equipment
Trust and Equipment Trust Certificates published in July 2018.
*********
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
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then-ending.
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*********
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*** End of Transmission ***